Form 485BPOS VANGUARD WELLINGTON FUND
March 30, 2022 7:25 AM UTCAMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT
This Amended and Restated Agreement, dated August 14, 2017, is between JPMorgan Chase Bank, N.A. ("Bank"), a national banking association with a place of business at 383 Madison Avenue, New York, NY 10179; and each of the open-end management investment companies listed on Exhibit 1 of this Agreement, registered with the U.S. Securities and Exchange Commission under the Investment Company Act of 1940, as amended (the "1940 Act"), organized as Delaware statutory trusts (each a "Trust"), severally and for and on behalf of certain of their respective portfolios listed on Exhibit 1 (each a "Fund"), each Trust and their respective Funds with a place of business at P.O. Box 2600 Valley Forge, PA 19482. Each Trust for which Bank serves as custodian under this Agreement, shall individually be referred to as "Customer."
1.INTENTION OF THE PARTIES; DEFINITIONS
1.1INTENTION 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.
1.2DEFINITIONS.
(a)As used herein, the following terms have the meaning hereinafter stated.
"ACCOUNT" has the meaning set forth in Section 2.1 of this Agreement.
"AFFILIATE" means an entity controlling, controlled by, or under common control with, Bank.
"AFFILIATED SUBCUSTODIAN" means a Subcustodian that is an Affiliate.
"APPLICABLE LAW" means any statute, whether national, state or local, applicable in the United States or any other country, the rules of the treaty establishing the European Community, other applicable treaties, any other law, rule, regulation or interpretation of any governmental entity, any applicable common law, and any decree, injunction, judgment, order, ruling, or writ of any governmental entity.
"AUTHORIZED PERSON" means any person (including an investment manager or other agent) who has been designated by written notice from Customer or its designated agent to act on behalf of Customer hereunder. Such persons shall continue to be Authorized Persons until such time as Bank receives Instructions from Customer or its designated agent that any such person is no longer an Authorized Person.
"BANK INDEMNITEES" means Bank, its Subcustodians, and their respective nominees, directors, officers and employees.
"BANK'S LONDON BRANCH" means the London branch office of Bank.
"CASH ACCOUNT" has the meaning set forth in Section 2.1(a)(ii).
"CORPORATE ACTION" means any subscription right, bonus issue, stock repurchase plan, redemption, exchange, calls, redemptions, tender offer, recapitalization, reorganization, conversions, consolidation, subdivision, takeover offer or similar matter with respect to a Financial Asset in the Securities Account that requires discretionary action by the holder, but does not include proxy voting.
"COUNTRY RISK" means the risk of investing or holding assets in a particular country or market, including, but not limited to, risks arising from: nationalization, expropriation or other governmental actions; the country's financial infrastructure, including prevailing custody and settlement practices; laws applicable to the safekeeping and recovery of Financial Assets and cash held in custody; the regulation of the banking and securities industries, including changes in market rules; currency restrictions, devaluations or fluctuations; and market conditions affecting the orderly execution of securities transactions or the value of assets.
"CUSTOMER" means individually each Trust and their respective Funds as listed on Exhibit 1 hereto.
"ENTITLEMENT HOLDER" means the person named on the records of a Securities Intermediary as the person having a Securities Entitlement against the Securities Intermediary.
"FINANCIAL ASSET" means, as the context requires, either the asset itself or the means by which a person's claim to it is evidenced, including a Security, a security certificate, or a Securities Entitlement. "Financial Asset" includes any Global Assets but does not include cash.
"FUND" means each portfolio of each Trust and listed on Exhibit 1 hereto.
"GLOBAL ASSET" means any "Financial Asset" (a) for which the principal trading market is located outside of the United States; (b) for which presentment for payment is to be made outside of the United States; or (c) which is acquired outside of the United States.
"INSTRUCTIONS" has the meaning set forth in Section 3.1 of this Agreement.
"LIABILITIES" means any liabilities, losses, claims, costs, damages, penalties, fines, obligations, or expenses of any kind whatsoever (including, without limitation, reasonable attorneys', accountants', consultants' or experts' fees and disbursements).
"SECURITIES" means stocks, bonds, rights, warrants and other negotiable and non-negotiable instruments, whether issued in certificated or uncertificated form, that are commonly traded or dealt in on securities exchanges or financial markets. "Securities" also means other obligations of an issuer, or shares, participations and interests in an issuer recognized in the country in which it is issued or dealt in as a medium for investment and any other property as may be acceptable to Bank for the Securities Account.
"SECURITIES ACCOUNT" means each Securities custody account on Bank's records to which Financial Assets are or may be credited pursuant hereto.
"SECURITIES DEPOSITORY" has the meaning set forth in Section 5.1 of this Agreement.
"SECURITIES ENTITLEMENT" means the rights and property interest of an Entitlement Holder with respect to a Financial Asset as set forth in Part 5 of Article 8 of the Uniform Commercial Code of the State of New York, as the same may be amended from time to time.
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"SECURITIES INTERMEDIARY" means Bank, a Subcustodian, a Securities Depository, and any other financial institution which in the ordinary course of business maintains custody accounts for others and acts in that capacity.
"SUBCUSTODIAN" has the meaning set forth in Section 5.1 and includes Affiliated Subcustodians.
"TRUST" means each open-end investment company organized as a Delaware business trust and listed on Exhibit 1 hereto.
(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
2.1Set 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.
Notwithstanding paragraph (ii), cash held in respect of those markets where Customer is required to have a cash account in its own name held directly with the relevant Subcustodian shall be held in that manner and shall not be part of the Cash Account. Bank shall notify Customer prior to the establishment of such an account.
(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.
2.2Cash Account.
Except as otherwise provided in Instructions acceptable to Bank, all cash held in the Cash Account shall be deposited during the period it is credited to the Account in one or more deposit accounts at Bank or at Bank's London Branch. Any cash so deposited with Bank's London Branch shall be payable exclusively by Bank's London Branch in the applicable currency, subject to compliance with any Applicable Law, including, without limitation, any restrictions on transactions in the applicable currency imposed by the country of the applicable currency.
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2.3Segregation 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.
2.4Settlement of Trades.
When Bank receives an Instruction directing settlement of a trade in Financial Assets that includes all information required by Bank, Bank shall use reasonable care to effect such settlement as instructed. Settlement of purchases and sales of Financial Assets shall be conducted in accordance with prevailing standards of the market in which the transaction occurs. The risk of loss shall be Customer's whenever Bank delivers Financial Assets or payment in accordance with applicable market practice in advance of receipt or settlement of the expected consideration. In the case of the failure of Customer's counterparty to deliver the expected consideration as agreed, Bank shall contact the counterparty to seek settlement and, if the settlement is not received, notify Customer, but Bank shall not be obligated to institute legal proceedings, file proof of claim in any insolvency proceeding, or take any similar action.
2.5Contractual 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.
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Bank reserves the right to restrict in good faith the availability of contractual day settlement accounting for credit reasons. Bank, whenever reasonably possible, will notify Customer prior to imposing such restrictions.
(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.
2.6Actual Settlement Date Accounting.
With respect to any sale or purchase transaction that is not posted to the Account on the contractual settlement date as referred to in Section 2.5, Bank shall post the transaction on the date on which the cash or Financial Assets received as consideration for the transaction is actually received by Bank.
2.7Income 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.
2.8Fractions / Redemptions by Lot.
In the event that, as a result of holding Financial Assets in an omnibus account, the Customer receives fractional interests in Financial Assets arising out of a corporate action or class action litigation, Bank will credit the Customer with the amount of cash the Customer would have received, as reasonably determined by Bank, had the Financial Assets not been held in an omnibus account, and the Customer shall relinquish to Bank its interest in such fractional interests. If some, but not all, of an outstanding class of Financial Asset is called for redemption, Bank may allot the amount redeemed among the respective beneficial holders of such class of Financial Asset in any manner Bank reasonably deems to be fair and equitable. Bank will promptly notify Customer of any action taken pursuant to this section.
2.9Presentation of Coupons; Certain Other Ministerial Acts. Until Bank receives Instructions to the contrary, Bank shall:
(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;
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(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.
2.10Corporate 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.
2.11Proxy 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
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practicable for Bank or its agent (or its Subcustodians or nominees as the case may be) to do so and where such Instructions are received in time for Bank or its agent to take timely action.
(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.
2.12Statements 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.
2.13Access 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
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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.
2.14Maintenance 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.
2.15Tax Reclaims.
Bank shall provide tax reclamation services as provided in Section 8.2.
2.16Foreign Exchange Transactions.
To facilitate the administration of Customer's trading and investment activity, Bank may, but shall not be obliged to, enter into spot or forward foreign exchange contracts with Customer, or an Authorized Person, and may also provide foreign exchange contracts and facilities through its Affiliates or Subcustodians. Instructions, including standing instructions, may be issued with respect to such contracts, but Bank may establish rules or limitations concerning any foreign exchange facility made available. In all cases where Bank, its Affiliates or Subcustodians enter into a master foreign exchange contract that covers foreign
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exchange transactions for the Accounts, the terms and conditions of that foreign exchange contract and, to the extent not inconsistent, this Agreement, shall apply to such transactions.
2.17Compliance 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.
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(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.
Such contract may contain, in lieu of any or all of the provisions specified in this subsection (c), such other provisions that Bank determines will provide, in their entirety, the same or a greater level of care and protection for Customer's Assets as the specified provisions, in their entirety.
(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,
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but that Bank shall have no responsibility for inaccuracies or incomplete information, provided that Bank transmits the information using reasonable care.
2.18Compliance 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.)
2.19Service Level Agreement.
Subject to the terms and conditions of this Agreement, Bank agrees to perform the custody services provided for under this Agreement in a manner that meets or exceeds any service levels as may be agreed upon by the parties from time to time in a written document that is executed by both parties on or after the date of this Agreement, unless that written document specifically states that it is not contractually binding. For the avoidance of doubt, Bank's Service Directory shall not be deemed to be such a written document.
3.INSTRUCTIONS
3.1Acting 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.
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(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.
3.2Security Devices.
Either party may record any of their telephonic communications. Customer shall comply with any security procedures reasonably required by Bank from time to time with respect to verification of Instructions. Customer shall be responsible for safeguarding any test keys, identification codes or other security devices that Bank shall make available to Customer or any Authorized Person.
3.3Instructions; Contrary to Law/Market Practice.
Bank need not act upon Instructions which it reasonably believes to be contrary to law, regulation or market practice but shall be under no duty to investigate whether any Instructions comply with Applicable Law or market practice. Bank shall notify Customer as soon as reasonably practicable if it does not act upon Instructions under this Section.
3.4Cut-off Times.
Bank has established cut-off times for receipt of some categories of Instruction, which shall be made available to Customer. If Bank receives an Instruction after its established cut-off time, it shall attempt to act upon the Instruction on the day requested if Bank deems it practicable to do so or otherwise as soon as practicable on the next business day.
3.5Electronic Access.
Access by the Customer to certain systems, applications or products of Bank shall be governed by this Agreement and the terms and conditions set forth in Annex A Electronic Access.
4.FEES, EXPENSES AND OTHER AMOUNTS OWING TO BANK
4.1Fees and Expenses.
Customer shall pay Bank for its services hereunder the fees set forth in Schedule 2 hereto or such other amounts as may be agreed upon in writing from time to time.
4.2Overdrafts.
If a debit to any currency in the Cash Account results in a debit balance in that currency then Bank may, in its discretion, advance an amount equal to the overdraft and such an advance shall be deemed a loan to
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Customer, payable on demand, bearing interest at the rate agreed by Customer and Bank for the Accounts from time to time, or, in the absence of such an agreement, at the rate charged by Bank from time to time, for overdrafts incurred by customers similar to Customer, from the date of such advance to the date of payment (both after as well as before judgment) and otherwise on the terms on which Bank makes similar advances available from time to time. Bank shall promptly notify Customer of such an advance. No prior action or course of dealing on Bank's part with respect to the settlement of transactions on Customer's behalf shall be asserted by Customer against Bank for Bank's refusal to make advances to the Cash Account or to settle any transaction for which Customer does not have sufficient available funds in the applicable currency in the Account.
4.3Bank'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
5.1Appointment 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
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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.
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5.2Liability 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.
5.3Use 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
6.1Representations 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
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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.
6.2Customer to Provide Certain Information to Bank.
Upon request, Customer shall promptly provide to Bank such information about itself and its financial status as Bank may reasonably request, including Customer's organizational documents and its current audited and unaudited financial statements.
6.3Customer is Liable to Bank Even if it is Acting for Another Person.
If Customer is acting as an agent for a disclosed or undisclosed principal in respect of any transaction, cash, or Financial Asset, Bank nevertheless shall treat Customer as its principal for all purposes under this Agreement. In this regard, Customer shall be liable to Bank as a principal in respect of any transactions relating to the Account. The foregoing shall not affect any rights Bank might have against Customer's principal.
6.4Several Obligations of the Trusts and the Funds.
This Agreement is executed on behalf of the Board of Trustees of each Fund as Trustees and not individually and the obligations of this Agreement are not binding upon any of the Trustees or shareholders individually but are binding only upon the assets and property of each Fund severally and not jointly. With respect to any obligations of Customer arising out of this Agreement, Bank shall look for payment or satisfaction of any obligation solely to the assets of the Fund to which such obligation relates as though Bank had separately contracted by separate written instrument with respect to the Fund.
7.WHEN BANK IS LIABLE TO CUSTOMER
7.1Standard 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.
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(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).
(f)Bank shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Bank's negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer 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).
7.2Force Majeure.
So long as Bank maintains and updates its business continuation and disaster recovery procedures as set forth in Section 10.8, Bank shall have no liability for any damage, loss or expense of any nature that Customer may suffer or incur, caused by an act of God, fire, flood, civil or labor disturbance, war, act of any governmental authority or other act or threat of any authority (de jure or de facto), legal constraint, fraud or forgery (except by Bank or Bank Indemnitees), malfunction of equipment or software (except to the extent such malfunction is primarily attributable to Bank's negligence, or willful misconduct in maintaining the equipment or software), failure of or the effect of rules or operations of any external funds
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transfer system, inability to obtain or interruption of external communications facilities, or any cause beyond the reasonable control of Bank (including without limitation, the non-availability of appropriate foreign exchange). Bank shall endeavor to promptly notify Customer when it becomes aware of any situation outlined above, but shall not be liable for failure to do so. If Bank is prevented from carrying out its obligations under this Agreement for a period of thirty days, Customer may terminate the Agreement by giving Bank not less than thirty days' notice, without prejudice to any of the rights of any party accrued prior to the date of termination.
7.3Bank May Consult With Counsel.
Bank shall be entitled to rely on, and may act upon the advice of professional advisers in relation to matters of law, regulation or market practice (which may be the professional advisers of Customer), and shall not be liable to Customer for any action reasonably taken or omitted pursuant to such advice; provided that Bank has selected and retained such professional advisers using reasonable care and acts reasonably in reliance on the advice.
7.4Bank Provides Diverse Financial Services and May Generate Profits as a Result.
Customer acknowledges that Bank or its Affiliates may have a material interest in transactions entered into by Customer with respect to the Account or that circumstances are such that Bank may have a potential conflict of duty or interest. For example, Bank or its Affiliates may act as a market maker in the Financial Assets to which Instructions relate, provide brokerage services to other customers, act as financial adviser to the issuer of such Financial Assets, act in the same transaction as agent for more than one customer, have a material interest in the issue of the Financial Assets, or earn profits from any of these activities. Customer acknowledges that Bank or its Affiliates may be in possession of information tending to show that the Instructions received may not be in the best interests of Customer. Bank is not under any duty to disclose any such information.
8.TAXATION
8.1Tax 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
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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.
8.2Tax 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
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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
10.1Notices.
Notices (other than Instructions) shall be served by registered mail or hand delivery to the address of the respective parties as set out on the first page of this Agreement, unless notice of a new address is given to the other party in writing. Notice shall not be deemed to be given unless it has been received.
10.2Successors and Assigns.
This Agreement shall be binding on each of the parties' successors and assigns, but the parties agree that neither party can assign its rights and obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld.
10.3Interpretation.
Headings are for convenience only and are not intended to affect interpretation. References to sections are to sections of this Agreement and references to sub-sections and paragraphs are to sub-sections of the sections and paragraphs of the sub-sections in which they appear.
10.4Entire Agreement.
This Agreement amends and restates the Amended and Restated Global Custody Agreement dated as of June 25, 2001 between Customer and Bank (the "Prior Agreement"), and the terms of this Agreement replace the terms of the Prior Agreement effective as of the date of this Agreement. This Agreement, including any Schedules, Appendices, Annexes, Exhibits, and Riders (and any separate agreement which Bank and Customer may enter into with respect to the services provided under this Agreement), sets out the entire Agreement between the parties in connection with the subject matter, and, unless otherwise agreed to by the parties, this Agreement supersedes any other agreement, statement, or representation relating to the services provided under this Agreement, whether oral or written. Amendments must be in writing and signed by both parties. For clarity, however, the continuation of any other agreements that reference the Prior Agreement is not intended to be affected by the fact of the amendment and restatement of the Prior Agreement by this Agreement, and reference in such agreements to the Prior Agreement shall be considered
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to be a reference to this Agreement effective as of the date of this Agreement (provided that matters relating to the time period prior to the date of this Agreement are governed by the terms of the Prior Agreement).
10.5Information 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.
10.6Confidentiality.
The parties hereto agree that each shall treat confidentially the terms and conditions of this Agreement and all information provided by each party to the other regarding its business and operations. All confidential information provided by a party shall be used by the other party solely for the purpose of rendering or obtaining services pursuant to this Agreement, and except as may be required in carrying out this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or thereafter becomes publicly available other than through a breach of this provision, or that is required to be disclosed by or to any regulatory authority, any external or internal accountant, auditor or counsels of the parties, by judicial or administrative process or otherwise by Applicable Law, or to any disclosure made by a party if such party's counsel has advised that such party could be liable under any Applicable Law or any judicial or administrative order or process for failure to make such disclosure.
10.7Data Privacy and Security.
Bank will implement and maintain a written information security program, in compliance with all federal, state and local laws and regulations (including any similar international laws) applicable to Bank, that contains reasonable and appropriate security measures designed to safeguard the personal information of the Funds' shareholders, employees, trustees and/or officers that Bank or any Subcustodian receives, stores, maintains, processes, transmits or otherwise accesses in connection with the provision of services hereunder. In this regard, Bank will establish and maintain policies, procedures, and technical, physical, and administrative safeguards, designed to (i) ensure the security and confidentiality of all personal information and any other confidential information that Bank receives, stores, maintains, processes or otherwise accesses in connection with the provision of services hereunder, (ii) protect against any
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reasonably foreseeable threats or hazards to the security or integrity of personal information or other confidential information, (iii) protect against unauthorized access to or use of personal information or other confidential information, (iv) maintain reasonable procedures to detect and respond to any internal or external security breaches, and (v) ensure appropriate disposal of personal information or other confidential information.
Bank will monitor and review its information security program and revise it, as necessary and in its sole discretion, to ensure it appropriately addresses any applicable legal and regulatory requirements. Bank shall periodically test and review its information security program.
Bank shall respond to Customer's reasonable requests for information concerning Bank's information security program and, upon request, Bank will provide a copy of its applicable policies and procedures, or in Bank's discretion, summaries thereof, to Customer, to the extent Bank is able to do so without divulging information Bank reasonably believes to be proprietary or Bank confidential information. Upon reasonable request, Bank shall discuss with Customer the information security program of Bank. Bank also agrees, upon reasonable request, to complete any security questionnaire provided by Customer to the extent Bank is able to do so without divulging sensitive, proprietary, or Bank confidential information and return it in a commercially reasonable period of time (or provide an alternative response that reasonably addresses the points included in the questionnaire). Customer acknowledges that certain information provided by Bank, including internal policies and procedures, may be proprietary to Bank, and agrees to protect the confidentiality of all such materials it receives from Bank.
Bank agrees to resolve promptly any applicable control deficiencies that come to its attention that do not meet the standards established by federal and state privacy and data security laws, rules, regulations, and/or generally accepted industry standards related to Bank's information security program.
Bank shall: (i) promptly notify Customer of any confirmed unauthorized access to personal information or other confidential information of Customer ("Breach of Security"); (ii) promptly furnish to Customer appropriate details of such Breach of Security and assist Customer in assessing the Breach of Security to the extent it is not privileged information or part of an investigation; (iii) reasonably cooperate with Customer in any litigation and investigation of third parties reasonably deemed necessary by Customer to protect its proprietary and other rights; (iv) use reasonable precautions to prevent a recurrence of a Breach of Security; and (v) take all reasonable and appropriate action to mitigate any potential harm related to a Breach of Security, including any reasonable steps requested by Customer that are practicable for Bank to implement. Nothing in the immediately preceding sentence shall obligate Bank to provide Customer with information regarding any of Bank's other customers or clients that are affected by a Breach of Security, nor shall the immediately preceding sentence limit Bank's ability to take any actions that Bank believes are appropriate to remediate any Breach of Security unless such actions would prejudice or otherwise limit Customer's ability to bring its own claims or actions against third parties related to the Breach of Security. If Bank discovers or becomes aware of a suspected data or security breach that may involve an improper access, use, disclosure, or alteration of personal information or other confidential information of Customer, Bank shall, except to the extent prohibited by Applicable Law or directed otherwise by a governmental authority not to do so, promptly notify Customer that it is investigating a potential breach and keep Customer informed as reasonably practicable of material developments relating to the investigation until Bank either confirms that such a breach has occurred (in which case the first sentence of this paragraph will apply) or confirms that no data or security breach involving personal information or other confidential information of Customer has occurred.
For these purposes, "personal information" shall mean (i) an individual's name (first initial and last name or first name and last name), address or telephone number plus (a) social security number, (b) driver's license number, (c) state identification card number, (d) debit or credit card number, (e) financial account
22
number, (f) passport number, or (g) personal identification number or password that would permit access to a person's account or (ii) any combination of the foregoing that would allow a person to log onto or access an individual's account. This provision will survive termination or expiration of the Agreement for so long as Bank or any Subcustodian continues to possess or have access to personal information related to Customer. Notwithstanding the foregoing "personal information" shall not include information that is lawfully obtained from publicly available information, or from federal, state or local government records lawfully made available to the general public.
10.8Business Continuity and Disaster Recovery.
Bank shall maintain and update from time to time business continuation and disaster recovery procedures with respect to its global custody business, which are designed, in the event of a significant business disruption affecting Bank, to be sufficient to enable Bank to resume and continue to perform its duties and obligations under this Agreement without undue delay or disruption. Bank shall test the operability of such procedures at least annually. Bank shall enter into and shall maintain in effect at all times during the term of this Agreement reasonable provision for (i) periodic back-up of the computer files and data with respect to Customer and (ii) use of alternative electronic data processing equipment to provide services under this Agreement. Upon reasonable request, Bank shall discuss with Customer any business continuation and disaster recovery procedures of Bank. Bank represents that its business continuation and disaster recovery procedures are appropriate for its business as a global custodian to investment companies registered under the 1940 Act.
10.9Insurance.
Bank shall not be required to maintain any insurance coverage for the benefit of Customer.
10.10Governing Law and Jurisdiction, Certification of Residency.
This Agreement shall be construed, regulated, and administered under the laws of the United States or State of New York, as applicable, without regard to New York's principles regarding conflict of laws. The United States District Court for the Southern District of New York shall have the sole and exclusive jurisdiction over any lawsuit or other judicial proceeding relating to or arising from this Agreement. If that court lacks federal subject matter jurisdiction, the Supreme Court of the State of New York, New York County shall have sole and exclusive jurisdiction. Either of these courts shall have proper venue for any such lawsuit or judicial proceeding, and the parties waive any objection to venue or their convenience as a forum. The parties agree to submit to the jurisdiction of any of the courts specified and to accept service of process to vest personal jurisdiction over them in any of these courts. The parties further hereby knowingly, voluntarily and intentionally waive, to the fullest extent permitted by Applicable Law, any right to a trial by jury with respect to any such lawsuit or judicial proceeding arising or relating to this Agreement or the transactions contemplated hereby. Customer certifies that it is a resident of the United States and shall notify Bank of any changes in residency. Bank may rely upon this certification or the certification of such other facts as may be required to administer Bank's obligations hereunder. Customer shall indemnify Bank against all losses, liability, claims or demands arising directly or indirectly from any such certifications.
10.11Severability 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.
23
(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.
10.12Counterparts.
This Agreement may be executed in several counterparts, each of which shall be deemed to be an original and together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
[Signature page to follow.]
24
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
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 |
EXHIBIT 1
Vanguard Admiral Funds
Vanguard S&P 500 Growth Index Fund
Vanguard S&P 500 Value Index Fund
Vanguard S&P Mid-Cap 400 Growth Index Fund Vanguard S&P Mid-Cap 400 Index Fund Vanguard S&P Mid-Cap 400 Value Index Fund Vanguard S&P Small-Cap 600 Growth Index Fund Vanguard S&P Small-Cap 600 Index Fund Vanguard S&P Small-Cap 600 Value Index Fund
Vanguard Bond Index Funds
Vanguard Inflation-Protected Securities Fund Vanguard Intermediate-Term Bond Index Fund Vanguard Long-Term Bond Index Fund Vanguard Short-Term Bond Index Fund Vanguard Total Bond Market Index Fund Vanguard Total Bond Market II Index Fund
Vanguard Chester Funds
Vanguard Institutional Target Retirement 2015 Fund Vanguard Institutional Target Retirement 2020 Fund Vanguard Institutional Target Retirement 2025 Fund Vanguard Institutional Target Retirement 2030 Fund Vanguard Institutional Target Retirement 2035 Fund Vanguard Institutional Target Retirement 2040 Fund Vanguard Institutional Target Retirement 2045 Fund Vanguard Institutional Target Retirement 2050 Fund Vanguard Institutional Target Retirement 2055 Fund Vanguard Institutional Target Retirement 2060 Fund Vanguard Institutional Target Retirement 2065 Fund Vanguard Institutional Target Retirement Income Fund Vanguard Target Retirement 2015 Fund
Vanguard Target Retirement 2020 Fund
Vanguard Target Retirement 2025 Fund
Vanguard Target Retirement 2030 Fund
Vanguard Target Retirement 2035 Fund
Vanguard Target Retirement 2040 Fund
Vanguard Target Retirement 2045 Fund
Vanguard Target Retirement 2050 Fund
Vanguard Target Retirement 2055 Fund
Vanguard Target Retirement 2060 Fund
Vanguard Target Retirement 2065 Fund Vanguard Target Retirement Income Fund
Vanguard CMT Funds
Vanguard Market Liquidity Fund
Vanguard Fixed Income Securities Funds
Vanguard GNMA Fund
Vanguard High-Yield Corporate Fund
Vanguard Long-Term Investment-Grade Fund
Vanguard REIT II Index Fund
Vanguard Ultra-Short-Term Bond Fund
Vanguard Index Funds
Vanguard Growth Index Fund
Vanguard Mid-Cap Growth Index Fund
Vanguard Mid-Cap Value Index Fund
Vanguard Small-Cap Index Fund
Vanguard Total Stock Market Index Fund
Vanguard Malvern Funds
Vanguard Short-Term Inflation-Protected Securities Index Fund
Vanguard Scottsdale Funds
Vanguard Intermediate-Term Corporate Bond Index Fund Vanguard Intermediate-Term Government Bond Index Fund Vanguard Long-Term Corporate Bond Index Fund Vanguard Long-Term Government Bond Index Fund Vanguard Mortgage-Backed Securities Index Fund Vanguard Short-Term Corporate Bond Index Fund Vanguard Short-Term Government Bond Index Fund
Vanguard Specialized Funds
Vanguard Dividend Appreciation Index Fund
Vanguard Health Care Fund
Vanguard Precious Metals and Mining Fund
Vanguard STAR Funds
Vanguard LifeStrategy Conservative Growth Fund
Vanguard LifeStrategy Growth Fund
Vanguard LifeStrategy Income Fund
Vanguard LifeStrategy Moderate Growth Fund
Vanguard Total International Stock Index Fund
Vanguard Tax-Managed Funds
Vanguard Tax-Managed Balanced Fund
Vanguard Valley Forge Funds
Vanguard Balanced Index Fund
Vanguard Variable Insurance Funds
Global Bond Index Portfolio
Total Bond Market Index Portfolio
Total International Stock Market Index Portfolio
Vanguard Wellesley Income Fund
Vanguard Wellesley Income Fund
Vanguard Wellington Fund
Vanguard Wellington Fund
Vanguard Whitehall Funds
Vanguard International Explorer Fund
Vanguard World Fund
Vanguard Extended Duration Treasury Index Fund
Vanguard Global Wellesley Income Fund
Vanguard Global Wellington Fund
Vanguard International Growth Fund
The terms and conditions as set forth in the Agreement (except for Sections 2.1 and 2.2) apply with respect to the Trusts and Funds listed below limited to their use of account number P 62749 in Vanguard Directly Managed Securities Lending transactions:
Vanguard Chester Funds
Vanguard PRIMECAP Fund
Vanguard Explorer Fund
Vanguard Explorer Fund
Vanguard Fenway Funds
Vanguard Equity Income Fund
Vanguard PRIMECAP Core Fund
Vanguard Horizon Funds
Vanguard Capital Opportunity Fund
Vanguard Global Equity Fund
Vanguard Strategic Equity Fund
Vanguard Strategic Small-Cap Equity Fund
Vanguard Index Funds
Vanguard 500 Index Fund
Vanguard Extended Market 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 Funds
Vanguard Institutional Index Fund
Vanguard Institutional Total Stock Market Index Fund
Vanguard International Equity Index Funds
Vanguard Emerging Markets Stock Index Fund
Vanguard European Stock Index Fund
Vanguard FTSE All-World ex-US Index Fund
Vanguard FTSE All-World ex-US Small-Cap Index Fund
Vanguard Global ex-U.S. Real Estate Index Fund Vanguard Pacific Stock Index Fund Vanguard Total World Stock Index Fund
Vanguard Malvern Funds
Vanguard Capital Value Fund
Vanguard U.S. Value Fund
Vanguard Montgomery Funds
Vanguard Market Neutral Fund
Vanguard Morgan Growth Fund
Vanguard Morgan Growth Fund
Vanguard Quantitative Funds
Vanguard Growth and Income Fund
Vanguard Scottsdale Funds Vanguard Explorer Value Fund
Vanguard Russell 1000 Growth Index Fund Vanguard Russell 1000 Index Fund Vanguard Russell 1000 Value Index Fund Vanguard Russell 2000 Growth Index Fund Vanguard Russell 2000 Index Fund Vanguard Russell 2000 Value Index Fund Vanguard Russell 3000 Index Fund
Vanguard Specialized Funds
Vanguard Dividend Growth Fund
Vanguard Energy Fund
Vanguard REIT Index Fund
Vanguard Tax-Managed Funds
Vanguard Developed Markets Index Fund
Vanguard Trustees' Equity Fund
Vanguard Emerging Markets Select Stock Fund
Vanguard International Value Fund
Vanguard Variable Insurance Funds
Balanced Portfolio
Capital Growth Portfolio
Diversified Value Portfolio
Equity Income Portfolio
Equity Index Portfolio
Growth Portfolio
International Portfolio
Mid-Cap Index Portfolio
REIT Index Portfolio
Small Company Growth Portfolio
Vanguard Whitehall Funds
Vanguard Global Minimum Volatility Fund
Vanguard High Dividend Yield Index Fund
Vanguard International Dividend Appreciation Index Fund
Vanguard International High Dividend Yield Index Fund
Vanguard Mid-Cap Growth Fund
Vanguard Selected Value Fund
Vanguard Windsor Funds
Vanguard Windsor Fund
Vanguard Windsor II Fund
Vanguard World Fund
Vanguard Consumer Discretionary Index Fund
Vanguard Consumer Staples Index Fund
Vanguard Energy Index Fund
Vanguard Financials Index Fund
Vanguard FTSE Social Index Fund
Vanguard Health Care Index Fund
Vanguard Industrials Index Fund
Vanguard Information Technology Index Fund
Vanguard Materials Index Fund
Vanguard Mega Cap Growth Index Fund
Vanguard Mega Cap Index Fund
Vanguard Mega Cap Value Index Fund
Vanguard Telecommunication Services Index Fund
Vanguard U.S. Growth Fund
Vanguard Utilities Index Fund
APPENDIX 1
Information Regarding Country Risk
1.To aid Customer in its determinations regarding Country Risk, Bank shall furnish annually and upon the initial placing of Financial Assets and cash into a country the following information (check items applicable):
A.Opinions of local counsel concerning:
_X_ i. Whether applicable foreign law would restrict the access afforded Customer's independent public accountants to books and records kept by an eligible foreign custodian located in that country.
_X_ ii. Whether applicable foreign law would restrict the Customer's ability to recover its Financial Assets and cash in the event of the bankruptcy of an Eligible Foreign Custodian located in that country.
_X_ iii. Whether applicable foreign law would restrict the Customer's ability to recover Financial Assets that are lost while under the control of an Eligible Foreign Custodian located in the country.
B.Written information concerning:
_X_ |
i. The foreseeability of expropriation, nationalization, freezes, or confiscation of |
Customer's Financial Assets. | |
_X_ |
ii. Whether difficulties in converting Customer's cash and cash equivalents to U.S. dollars |
are reasonably foreseeable.
C.A market report with respect to the following topics:
(i)securities regulatory environment, (ii) foreign ownership restrictions, (iii) foreign exchange, (iv) securities settlement and registration, (v) taxation, and (vi) depositories (including depository evaluation), if any.
2.To aid Customer in monitoring Country Risk, Bank shall furnish Customer the following additional information:
Market flashes, including with respect to changes in the information in market reports.
ANNEX A - Electronic Access
1.Bank may permit the Customer and its Authorized Persons to access certain electronic systems and applications (collectively, the "Products") and to access or receive electronically Data (as defined below) in connection with the Agreement. Bank may, from time to time, introduce new features to the Products or otherwise modify or delete existing features of the Products in its sole discretion. Bank shall endeavor to give the Customer reasonable notice of its termination or suspension of access to the Products, including suspension or cancelation of any User Codes, but may do so immediately if Bank determines, in its sole discretion, that providing access to the Products would violate Applicable Law or that the security or integrity of the Products is known or reasonably suspected to be at risk. Access to the Products shall be subject to the Security Procedure.
2.In consideration of the fees paid by the Customer to Bank and subject to any applicable software license addendum in relation to Bank-owned or sublicensed software provided for a particular application and Applicable Law, Bank grants to the Customer a non-exclusive, non-transferable, limited and revocable license to use the Products and the information and data made available through the Products or transferred electronically (the "Data") for the Customer's internal business use only. The Customer may download the Data and print out hard copies for its reference, provided that it does not remove any copyright or other notices contained therein. The license granted herein will permit use by the Customer's Authorized Person, provided that such use shall be in compliance with the Agreement, including this Annex. The Customer acknowledges that elements of the Data, including prices, Corporate Action information, and reference data, may have been licensed by Bank from third parties and that any use of such Data beyond that authorized by the foregoing license, may require the permission of one or more third parties in addition to Bank. Notwithstanding the foregoing, nothing in this Section 2, or elsewhere in this Annex, shall be deemed to give Bank or its licensors ownership of, or any rights in or to, any confidential information of the Customer, including as it may be accessible or receivable through the Products, and all rights in and to such information shall be retained exclusively by the Customer.
3.The Customer acknowledges that there are security, cyberfraud, corruption, transaction error and access availability risks associated with using open networks such as the internet, and the Customer hereby expressly assumes such risks; for clarity, however, the foregoing shall not relieve Bank of its obligation under the first sentence of Section 4 of this Annex. The Customer is solely responsible for obtaining, maintaining and operating all systems, software (including antivirus software, anti-spyware software, and other internet security software) and personnel necessary for the Customer to access and use the Products. All such software must be interoperable with Bank's software. Each of the Customer and Bank shall be responsible for the proper functioning, maintenance and security of its own systems, services, software and other equipment.
4.In cases where Bank's website is unexpectedly down or otherwise unavailable, Bank shall, absent a force majeure event, provide other appropriate means for the Customer or its Authorized Persons to instruct Bank or obtain reports from Bank. Provided that Bank complies with its obligation to provide such other appropriate means, Bank shall not be liable for any Liabilities arising out of the Customer's inability to access or use the Products via Bank's website in the absence of Bank's gross negligence, fraud or willful misconduct.
5.Use of the Products may be monitored, tracked, and recorded. In using the Products, the Customer hereby expressly consents to such monitoring, tracking, and recording, and will ensure that all persons using the Products through or on behalf of Customer are advised of and have consented to this monitoring, tracking and recording, and Bank's right to disclose data derived from such activity in accordance with the Agreement, including this Annex. Bank shall own all right, title and interest in the data reflecting Customer's usage of the Products or Bank's website (including, but not limited to, general usage
data and aggregated transaction data). For clarity, the foregoing shall not be deemed to give Bank ownership of, or any rights in or to, the Customer's confidential information (whether or not in aggregated form), the use or disclosure of which shall at all times be subject to Section 10.6 of this Agreement other otherwise agreed to by the Parties.
6.The Customer shall not knowingly use the Products to transmit (i) any virus, worm, or destructive element or any programs or data that may be reasonably expected to interfere with or disrupt the Products or servers connected to the Products; (ii) material that violates the rights of another, including but not limited to the intellectual property rights of another; and (iii) "junk mail", "spam", "chain letters" or unsolicited mass distribution of e-mail.
7.The Customer shall promptly and accurately designate in writing to Bank the geographic location of its users upon written request. The Customer further represents and warrants to Bank that the Customer shall not access the Products from any jurisdiction which Bank informs the Customer or where the Customer has actual knowledge that the Products are not authorized for use due to local regulations or laws, including applicable software export rules and regulations. Prior to submitting any document which designates the persons authorized to act on the Customer's behalf, the Customer shall obtain from each individual referred to in such document all necessary consents to enable Bank to process the data set out therein for the purposes of providing the Products.
8.Bank and Customer will be subject to and shall comply with all Applicable Law concerning restricting collection, use, disclosure, processing and free movement of the Data (collectively, the "Privacy Regulations"). The Privacy Regulations may include, as applicable, the Federal "Privacy of Consumer Financial Information" Regulation (12 CFR Part 40) and Interagency Guidelines Establishing Information Security Standards (App B to 12 CFR Part 30), as amended from time to time, issued pursuant to Section 504 of the Gramm-Leach-Bliley Act of 1999 (15 U.S.C. §6801, et seq.), the Health and Insurance Portability and Accountability Act of 1996 (42 U.S.C. §1320d), The Data Protection Act 1998 and Directive 95/46/EC, 2009/136/EC and 2002/58/EC of the European Parliament and of the Council, as amended from time to time, and applicable implementing legislation in connection with the protection of individuals with regard to processing of personal data and the free movement of such data.
9.The Customer shall be responsible for the compliance of its Authorized Persons with the terms of the Agreement, including this Annex.
SCHEDULE 1 AGENT AND CASH NETWORK (CUSTODY & FUND SERVICES)
MARKET |
SUBCUSTODIAN |
CASH CORRESPONDENT BANK |
ARGENTINA |
HSBC Bank Argentina S.A. |
HSBC Bank Argentina S.A. |
|
Bouchard 680, 9th Floor |
Buenos Aires |
|
C1106ABJ Buenos Aires |
|
|
ARGENTINA |
|
AUSTRALIA |
JPMorgan Chase Bank, N.A.** |
Australia and New Zealand Banking |
|
Level 31, 101 Collins Street |
Group Ltd. |
|
Melbourne 3000 |
Melbourne |
|
AUSTRALIA |
|
AUSTRIA |
UniCredit Bank Austria AG |
J.P. Morgan AG** |
|
Julius Tandler Platz 3 |
Frankfurt am Main |
|
A 1090 Vienna |
|
|
AUSTRIA |
|
BAHRAIN |
HSBC Bank Middle East Limited |
HSBC Bank Middle East Limited |
|
Road No 2832 |
Al Seef |
|
Al Seef 428 |
|
|
BAHRAIN |
|
BANGLADESH |
Standard Chartered Bank |
Standard Chartered Bank |
|
Portlink Tower |
Dhaka |
|
Level 6, 67 Gulshan Avenue |
|
|
Gulshan |
|
|
Dhaka 1212 |
|
|
BANGLADESH |
|
BELGIUM |
BNP Paribas Securities Services S.C.A. |
J.P. Morgan A.G.** |
|
Central Plaza Building |
Frankfurt am Main |
|
Rue de Loxum, 25 |
|
|
7th Floor |
|
|
1000 Brussels |
|
|
BELGIUM |
|
BERMUDA |
HSBC Bank Bermuda Limited |
HSBC Bank Bermuda Limited |
|
6 Front Street |
Hamilton |
|
Hamilton HM 11 |
|
|
BERMUDA |
|
BOTSWANA |
Standard Chartered Bank Botswana Limited |
Standard Chartered Bank Botswana |
|
5th Floor, Standard House |
Limited |
|
P.O. Box 496 |
Gaborone |
|
Queens Road, The Mall |
|
|
Gaborone |
|
|
BOTSWANA |
|
BRAZIL |
J.P. Morgan S.A. DTVM** |
J.P. Morgan S.A. DTVM** |
|
Av. Brigadeiro Faria Lima, 3729, Floor 06 |
Sao Paulo |
|
Sao Paulo SP 04538 905 |
|
|
BRAZIL |
|
BULGARIA |
Citibank Europe plc |
ING Bank N.V. |
|
Serdika Offices |
Sofia |
|
10th Floor |
|
|
48 Sitnyakovo Blvd |
|
|
Sofia 1505 |
|
|
BULGARIA |
|
CANADA |
Canadian Imperial Bank of Commerce |
Royal Bank of Canada |
|
1 York Street, Suite 900 |
Toronto |
|
Toronto Ontario M5J 0B6 |
|
|
CANADA |
|
|
Royal Bank of Canada |
|
|
155 Wellington Street West, |
|
|
Toronto Ontario M5V 3L3 |
|
|
CANADA |
|
CHILE |
Banco Santander Chile |
Banco Santander Chile |
|
Bandera 140, Piso 4 |
Santiago |
|
Santiago |
|
|
CHILE |
|
CHINA A |
HSBC Bank (China) Company Limited |
HSBC Bank (China) Company Limited |
SHARE |
33/F, HSBC Building, Shanghai ifc |
Shanghai |
|
8 Century Avenue, Pudong |
|
|
Shanghai 200120 |
|
|
THE PEOPLE'S REPUBLIC OF CHINA |
|
CHINA B |
HSBC Bank (China) Company Limited |
JPMorgan Chase Bank, N.A.** |
SHARE |
33/F, HSBC Building, Shanghai ifc |
New York |
|
8 Century Avenue, Pudong |
|
|
Shanghai 200120 |
JPMorgan Chase Bank, N.A.** |
|
THE PEOPLE'S REPUBLIC OF CHINA |
Hong Kong |
CHINA |
JPMorgan Chase Bank, N.A.** |
JPMorgan Chase Bank, N.A.** |
CONNECT |
48th Floor, One Island East |
Hong Kong |
|
18 Westlands Road, Quarry Bay |
|
|
HONG KONG |
|
COLOMBIA |
Cititrust Colombia S.A. |
Cititrust Colombia S.A. |
|
Carrera 9 A # 99 02, 3rd floor |
Bogotá |
|
Bogota |
|
|
COLOMBIA |
|
*COSTA RICA* Banco BCT, S.A. |
Banco BCT, S.A. |
150 Metros Norte de la Catedral |
San Jose |
Metropolitana |
|
Edificio BCT |
|
San Jose |
|
COSTA RICA |
|
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION*
CROATIA |
Privredna banka Zagreb d.d. |
Zagrebacka banka d.d. |
|
Radnicka cesta 50 |
Zagreb |
|
10000 Zagreb |
|
|
CROATIA |
|
CYPRUS |
HSBC Bank plc |
J.P. Morgan AG** |
|
109 111, Messogian Ave. |
Frankfurt am Main |
|
115 26 Athens |
|
|
GREECE |
|
CZECH |
UniCredit Bank Czech Republic and Slovakia, |
Ceskoslovenska obchodni banka, a.s. |
REPUBLIC |
a.s. |
Prague |
|
BB Centrum FILADELFIE |
|
|
Zeletavska 1525 1 |
|
|
140 92 Prague 1 |
|
|
CZECH REPUBLIC |
|
DENMARK |
Nordea Bank AB (publ) |
Nordea Bank AB (publ) |
|
Christiansbro |
Copenhagen |
|
Strandgade 3 |
|
|
P.O. Box 850 |
|
|
DK 0900 Copenhagen |
|
|
DENMARK |
|
EGYPT |
Citibank, N.A. |
Citibank, N.A. |
|
4 Ahmed Pasha Street |
Cairo |
|
Garden City |
|
|
Cairo |
|
|
EGYPT |
|
ESTONIA |
Swedbank AS |
J.P. Morgan AG** |
|
Liivalaia 8 |
Frankfurt am Main |
|
15040 Tallinn |
|
|
ESTONIA |
|
FINLAND |
Nordea Bank AB (publ) |
J.P. Morgan AG** |
|
Aleksis Kiven katu 3 5 |
Frankfurt am Main |
|
FIN 00020 NORDEA Helsinki |
|
|
FINLAND |
|
FRANCE |
BNP Paribas Securities Services S.C.A. |
J.P. Morgan AG** |
|
3, rue d'Antin |
Frankfurt am Main |
|
75002 Paris |
|
|
FRANCE |
|
GERMANY |
Deutsche Bank AG |
J.P. Morgan AG** |
|
Alfred Herrhausen Allee 16 24 |
Frankfurt am Main |
|
D 65760 Eschborn |
|
|
GERMANY |
|
|
J.P. Morgan AG#** |
|
|
Taunustor 1 (TaunusTurm) |
|
|
60310 Frankfurt am Main |
|
|
GERMANY |
|
|
# Custodian for local German custody clients |
|
|
only. |
|
GHANA |
Standard Chartered Bank Ghana Limited |
Standard Chartered Bank Ghana Limited |
|
Accra High Street |
Accra |
|
P.O. Box 768 |
|
|
Accra |
|
|
GHANA |
|
GREECE |
HSBC Bank plc |
J.P. Morgan AG** |
|
Messogion 109 111 |
Frankfurt am Main |
|
11526 Athens |
|
|
GREECE |
|
HONG KONG |
JPMorgan Chase Bank, N.A.** |
JPMorgan Chase Bank, N.A.** |
|
48th Floor, One Island East |
Hong Kong |
|
18 Westlands Road, Quarry Bay |
|
|
HONG KONG |
|
HUNGARY |
Deutsche Bank AG |
ING Bank N.V. |
|
Hold utca 27 |
Budapest |
|
H 1054 Budapest |
|
|
HUNGARY |
|
*ICELAND* |
Islandsbanki hf. |
Islandsbanki hf. |
|
Kirkjusandur 2 |
Reykjavik |
|
IS 155 Reykjavik |
|
|
ICELAND |
|
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION*
INDIA |
JPMorgan Chase Bank, N.A.** |
JPMorgan Chase Bank, N.A.** |
|
6th Floor, Paradigm 'B' Wing |
Mumbai |
|
Mindspace, Malad (West) |
|
|
Mumbai 400 064 |
|
|
INDIA |
|
INDONESIA |
PT Bank HSBC Indonesia |
PT Bank HSBC Indonesia |
|
Menara Mulia 25th Floor |
Jakarta |
|
Jl. Jendral Gatot Subroto Kav. 9 11 |
|
|
Jakarta 12930 |
|
|
INDONESIA |
|
IRELAND |
JPMorgan Chase Bank, N.A.** |
J.P. Morgan AG** |
|
25 Bank Street, Canary Wharf |
Frankfurt am Main |
|
London E14 5JP |
|
|
UNITED KINGDOM |
|
ISRAEL |
Bank Leumi le Israel B.M. |
Bank Leumi le Israel B.M. |
|
35, Yehuda Halevi Street |
Tel Aviv |
|
65136 Tel Aviv |
|
|
ISRAEL |
|
ITALY |
BNP Paribas Securities Services S.C.A. |
J.P. Morgan AG** |
|
Piazza Lina Bo Bardi, 3 |
Frankfurt am Main |
|
20124 Milan |
|
|
ITALY |
|
JAPAN |
Mizuho Bank, Ltd. |
JPMorgan Chase Bank, N.A.** |
|
2 15 1, Konan |
Tokyo |
|
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 |
|
JORDAN |
Standard Chartered Bank |
Standard Chartered Bank |
|
Shmeissani Branch |
Amman |
|
Al Thaqafa Street |
|
|
Building # 2 |
|
|
P.O. Box 926190 |
|
|
Amman |
|
|
JORDAN |
|
KAZAKHSTAN |
JSC Citibank Kazakhstan |
Subsidiary Bank Sberbank of Russia Joint |
|
Park Palace, Building A, Floor 2 |
Stock Company |
|
41 Kazybek Bi |
Almaty |
|
Almaty 050010 |
|
|
KAZAKHSTAN |
|
KENYA |
Standard Chartered Bank Kenya Limited |
Standard Chartered Bank Kenya Limited |
|
Chiromo |
Nairobi |
|
48 Westlands Road |
|
|
Nairobi 00100 |
|
|
KENYA |
|
KUWAIT |
HSBC Bank Middle East Limited |
HSBC Bank Middle East Limited |
|
Kuwait City, Sharq Area |
Safat |
|
Abdulaziz Al Sager Street |
|
|
Al Hamra Tower, 37F |
|
|
Safat 13017 |
|
|
KUWAIT |
|
LATVIA |
Swedbank AS |
J.P. Morgan AG** |
|
Balasta dambis 1a |
Frankfurt am Main |
|
Riga LV 1048 |
|
|
LATVIA |
|
LITHUANIA |
AB SEB Bankas |
J.P. Morgan AG** |
|
12 Gedimino pr. |
Frankfurt am Main |
|
LT 2600 Vilnius |
|
|
LITHUANIA |
|
LUXEMBOURG |
BNP Paribas Securities Services S.C.A. |
J.P. Morgan AG** |
|
33, Rue de Gasperich |
Frankfurt am Main |
|
L 5826 Hesperange |
|
|
LUXEMBOURG |
|
*MALAWI* |
Standard Bank Limited, Malawi |
Standard Bank Limited, Malawi |
|
1st Floor Kaomba House |
Blantyre |
|
Cnr Glyn Jones Road & Victoria Avenue |
|
|
Blantyre |
|
|
MALAWI |
|
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION*
MALAYSIA |
HSBC Bank Malaysia Berhad |
HSBC Bank Malaysia Berhad |
|
2 Leboh Ampang |
Kuala Lumpur |
|
12th Floor, South Tower |
|
|
50100 Kuala Lumpur |
|
|
MALAYSIA |
|
MAURITIUS |
The Hongkong and Shanghai Banking |
The Hongkong and Shanghai Banking |
|
Corporation Limited |
Corporation Limited |
|
HSBC Centre |
Ebene |
|
18 Cybercity |
|
|
Ebene |
|
|
MAURITIUS |
|
MEXICO |
Banco Nacional de Mexico, S.A. |
Banco Santander (Mexico), S.A. |
|
Act. Roberto Medellin No. 800 3er Piso Norte |
Mexico, D.F. |
|
Colonia Santa Fe |
|
|
01210 Mexico, D.F. |
|
|
MEXICO |
|
MOROCCO |
Société Générale Marocaine de Banques |
Attijariwafa Bank S.A. |
|
55 Boulevard Abdelmoumen |
Casablanca |
|
Casablanca 20100 |
|
|
MOROCCO |
|
NAMIBIA |
Standard Bank Namibia Limited |
The Standard Bank of South Africa |
|
2nd Floor, Town Square Building |
Limited |
|
Corner of Werner List and Post Street Mall |
Johannesburg |
|
P.O. Box 3327 |
|
|
Windhoek |
|
|
NAMIBIA |
|
NETHERLANDS |
BNP Paribas Securities Services S.C.A. |
J.P. Morgan AG** |
|
Herengracht 595 |
Frankfurt am Main |
|
1017 CE Amsterdam |
|
|
NETHERLANDS |
|
NEW ZEALAND |
JPMorgan Chase Bank, N.A.** |
Westpac Banking Corporation |
|
Level 13, 2 Hunter Street |
Wellington |
|
Wellington 6011 |
|
|
NEW ZEALAND |
|
NIGERIA |
Stanbic IBTC Bank Plc |
Stanbic IBTC Bank Plc |
|
Plot 1712 |
Lagos |
|
Idejo Street |
|
|
Victoria Island |
|
|
Lagos |
|
|
NIGERIA |
|
NORWAY |
Nordea Bank AB (publ) |
Nordea Bank AB (publ) |
|
Essendropsgate 7 |
Oslo |
|
P.O. Box 1166 |
|
|
NO 0107 Oslo |
|
|
NORWAY |
|
OMAN |
HSBC Bank Oman S.A.O.G. |
HSBC Bank Oman S.A.O.G. |
|
2nd Floor Al Khuwair |
Seeb |
|
P.O. Box 1727 PC 111 |
|
|
Seeb |
|
|
OMAN |
|
PAKISTAN |
Standard Chartered Bank (Pakistan) Limited |
Standard Chartered Bank (Pakistan) |
|
P.O. Box 4896 |
Limited |
|
Ismail Ibrahim Chundrigar Road |
Karachi |
|
Karachi 74000 |
|
|
PAKISTAN |
|
PERU |
Citibank del Per÷ S.A. |
Banco de Crédito del Per÷ |
|
Av. Canaval y Moreryra 480 Piso 3 |
Lima |
|
San Isidro |
|
|
Lima 27 |
|
|
PERU |
|
PHILIPPINES |
The Hongkong and Shanghai Banking |
The Hongkong and Shanghai Banking |
|
Corporation Limited |
Corporation Limited |
|
7/F HSBC Centre |
Taguig City |
|
3058 Fifth Avenue West |
|
|
Bonifacio Global City |
|
|
1634 Taguig City |
|
|
PHILIPPINES |
|
POLAND |
Bank Handlowy w. Warszawie S.A. |
mBank S.A. |
|
ul. Senatorska 16 |
Warsaw |
|
00 923 Warsaw |
|
|
POLAND |
|
PORTUGAL |
BNP Paribas Securities Services S.C.A. |
J.P. Morgan AG** |
|
Avenida D.Jo÷o II, Lote 1.18.01, Bloco B, |
Frankfurt am Main |
|
7º andar |
|
|
1998 028 Lisbon |
|
|
PORTUGAL |
|
QATAR |
HSBC Bank Middle East Limited |
The Commercial Bank (P.Q.S.C.) |
|
2nd Floor, Ali Bin Ali Tower |
Doha |
|
Building 150 (Airport Road) |
|
|
P.O. Box 57 |
|
|
Doha |
|
|
QATAR |
|
ROMANIA |
Citibank Europe plc |
ING Bank N.V. |
|
145 Calea Victoriei |
Bucharest |
|
1st District |
|
|
010072 Bucharest |
|
|
ROMANIA |
|
RUSSIA |
J.P. Morgan Bank International (Limited |
JPMorgan Chase Bank, N.A.** |
|
Liability Company)** |
New York |
|
10, Butyrsky Val |
|
|
White Square Business Centre |
|
|
Floor 12 |
|
|
Moscow 125047 |
|
|
RUSSIA |
|
SAUDI ARABIA |
HSBC Saudi Arabia |
HSBC Saudi Arabia |
|
2/F HSBC Building |
Riyadh |
|
7267 Olaya Street North, Al Murooj |
|
|
Riyadh 12283 2255 |
|
|
SAUDI ARABIA |
|
SERBIA |
Unicredit Bank Srbija a.d. |
Unicredit Bank Srbija a.d. |
|
Rajiceva 27 29 |
Belgrade |
|
11000 Belgrade |
|
|
SERBIA |
|
SINGAPORE |
DBS Bank Ltd |
Oversea Chinese Banking Corporation |
|
10 Toh Guan Road |
Singapore |
|
DBS Asia Gateway, Level 04 11 (4B) |
|
|
608838 |
|
|
SINGAPORE |
|
SLOVAK |
UniCredit Bank Czech Republic and Slovakia, |
J.P. Morgan AG** |
REPUBLIC |
a.s. |
Frankfurt am Main |
|
Sancova 1/A |
|
|
SK 813 33 Bratislava |
|
|
SLOVAK REPUBLIC |
|
SLOVENIA |
UniCredit Banka Slovenija d.d. |
J.P. Morgan AG** |
|
Smartinska 140 |
Frankfurt am Main |
|
SI 1000 Ljubljana |
|
|
SLOVENIA |
|
SOUTH AFRICA |
FirstRand Bank Limited |
The Standard Bank of South Africa |
|
1 Mezzanine Floor, 3 First Place, Bank City |
Limited |
|
Cnr Simmonds and Jeppe Streets |
Johannesburg |
|
Johannesburg 2001 |
|
|
SOUTH AFRICA |
|
SOUTH KOREA |
Standard Chartered Bank Korea Limited |
Standard Chartered Bank Korea Limited |
|
47 Jongro, Jongro Gu |
Seoul |
|
Seoul 03160 |
|
|
SOUTH KOREA |
|
|
Kookmin Bank Co., Ltd. |
Kookmin Bank Co., Ltd. |
|
84, Namdaemun ro, Jung gu |
Seoul |
|
Seoul 100 845 |
|
|
SOUTH KOREA |
|
SPAIN |
Santander Securities Services, S.A. |
J.P. Morgan AG** |
|
Ciudad Grupo Santander |
Frankfurt am Main |
|
Avenida de Cantabria, s/n |
|
|
Edificio Ecinar, planta baja |
|
|
Boadilla del Monte |
|
|
28660 Madrid |
|
|
SPAIN |
|
SRI LANKA |
The Hongkong and Shanghai Banking |
The Hongkong and Shanghai Banking |
|
Corporation Limited |
Corporation Limited |
|
24 Sir Baron Jayatillaka Mawatha |
Colombo |
|
Colombo 1 |
|
|
SRI LANKA |
|
SWEDEN |
Nordea Bank AB (publ) |
Svenska Handelsbanken |
|
Hamngatan 10 |
Stockholm |
|
SE 105 71 Stockholm |
|
|
SWEDEN |
|
SWITZERLAND |
UBS Switzerland AG |
UBS Switzerland AG |
|
45 Bahnhofstrasse |
Zurich |
|
8021 Zurich |
|
|
SWITZERLAND |
|
TAIWAN |
JPMorgan Chase Bank, N.A.** |
JPMorgan Chase Bank, N.A.** |
|
8th Floor, Cathay Xin Yi Trading Building |
Taipei |
|
No. 108, Section 5, Xin Yi Road |
|
|
Taipei 11047 |
|
|
TAIWAN |
|
*TANZANIA* |
Stanbic Bank Tanzania Limited |
Stanbic Bank Tanzania Limited |
|
Stanbic Centre |
Dar es Salaam |
|
Corner Kinondoni and A.H. Mwinyi Roads |
|
|
P.O. Box 72648 |
|
|
Dar es Salaam |
|
|
TANZANIA |
|
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION*
THAILAND |
Standard Chartered Bank (Thai) Public |
Standard Chartered Bank (Thai) Public |
|
Company Limited |
Company Limited |
|
14th Floor, Zone B |
Bangkok |
|
Sathorn Nakorn Tower |
|
|
90 North Sathorn Road Bangrak |
|
|
Silom, Bangrak |
|
|
Bangkok 10500 |
|
|
THAILAND |
|
TRINIDAD AND |
Republic Bank Limited |
Republic Bank Limited |
TOBAGO |
9 17 Park Street |
Port of Spain |
|
Port of Spain |
|
|
TRINIDAD AND TOBAGO |
|
TUNISIA |
Banque Internationale Arabe de Tunisie, S.A. |
Banque Internationale Arabe de Tunisie, |
|
70 72 Avenue Habib Bourguiba |
S.A. |
|
P.O. Box 520 |
Tunis |
|
Tunis 1000 |
|
|
TUNISIA |
|
TURKEY |
Citibank A.S. |
JPMorgan Chase Bank, N.A.** |
|
Inkilap Mah., Yilmaz Plaza |
Istanbul |
|
O. Faik Atakan Caddesi No: 3 |
|
|
34768 Umraniye, Istanbul |
|
|
TURKEY |
|
UGANDA |
Standard Chartered Bank Uganda Limited |
Standard Chartered Bank Uganda Limited |
|
5 Speke Road |
Kampala |
|
P.O. Box 7111 |
|
|
Kampala |
|
|
UGANDA |
|
*UKRAINE* |
PJSC Citibank |
PJSC Citibank |
|
16 G Dilova Street |
Kiev |
|
03150 Kiev |
|
|
UKRAINE |
JPMorgan Chase Bank, N.A.** |
|
|
New York |
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION*
UNITED ARAB |
HSBC Bank Middle East Limited |
The National Bank of Abu Dhabi |
EMIRATES |
Emaar Square, Level 4, Building No. 5 |
Abu Dhabi |
ADX |
P.O. Box 502601 |
|
|
Dubai |
|
|
UNITED ARAB EMIRATES |
|
UNITED ARAB |
HSBC Bank Middle East Limited |
The National Bank of Abu Dhabi |
EMIRATES |
Emaar Square, Level 4, Building No. 5 |
Abu Dhabi |
DFM |
P.O. Box 502601 |
|
|
Dubai |
|
|
UNITED ARAB EMIRATES |
|
UNITED ARAB |
HSBC Bank Middle East Limited |
JPMorgan Chase Bank, N.A. ** |
EMIRATES |
Emaar Square, Level 4, Building No. 5 |
New York |
NASDAQ |
P.O. Box 502601 |
|
DUBAI |
Dubai |
|
|
UNITED ARAB EMIRATES |
|
UNITED |
JPMorgan Chase Bank, N.A.** |
JPMorgan Chase Bank, N.A.** |
KINGDOM |
25 Bank Street, Canary Wharf |
London |
|
London E14 5JP |
|
|
UNITED KINGDOM |
|
|
Deutsche Bank AG Depository and Clearing |
Varies by currency |
|
Centre |
|
|
10 Bishops Square |
|
|
London E1 6EG |
|
|
UNITED KINGDOM |
|
UNITED |
JPMorgan Chase Bank, N.A.** |
JPMorgan Chase Bank, N.A.** |
STATES |
4 New York Plaza |
New York |
|
New York NY 10004 |
|
|
UNITED STATES |
|
URUGUAY |
Banco Ita÷ Uruguay S.A. |
Banco Ita÷ Uruguay S.A. |
|
Zabala 1463 |
Montevideo |
|
11000 Montevideo |
|
|
URUGUAY |
|
VENEZUELA |
Citibank, N.A. |
Citibank, N.A. |
|
Avenida Casanova |
Caracas |
|
Centro Comercial El Recreo |
|
|
Torre Norte, Piso 19 |
|
|
Caracas 1050 |
|
|
VENEZUELA |
|
VIETNAM |
HSBC Bank (Vietnam) Ltd. |
HSBC Bank (Vietnam) Ltd. |
|
Centre Point |
Ho Chi Minh City |
|
106 Nguyen Van Troi Street |
|
|
Phu Nhuan District |
|
|
Ho Chi Minh City |
|
|
VIETNAM |
|
*WAEMU |
Standard Chartered Bank C÷te d'Ivoire SA |
Standard Chartered Bank C÷te d'Ivoire SA |
BENIN, |
23 Boulevard de la Republique 1 |
Abidjan |
BURKINA |
01 B.P. 1141 |
|
FASO, GUINEA |
Abidjan 17 |
|
BISSAU, IVORY |
IVORY COAST |
|
COAST, MALI, |
|
|
NIGER, |
|
|
SENEGAL, |
|
|
TOGO* |
|
|
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION*
ZAMBIA |
Standard Chartered Bank Zambia Plc |
Standard Chartered Bank Zambia Plc |
|
Standard Chartered House |
Lusaka |
|
Cairo Road |
|
|
P.O. Box 32238 |
|
|
Lusaka 10101 |
|
|
ZAMBIA |
|
*ZIMBABWE* |
Stanbic Bank Zimbabwe Limited |
Stanbic Bank Zimbabwe Limited |
|
Stanbic Centre, 3rd Floor |
Harare |
|
59 Samora Machel Avenue |
|
|
Harare |
|
|
ZIMBABWE |
|
*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.
SCHEDULE 3 SECURITIES DEPOSITORIES
Market |
Depository |
Instruments |
ARGENTINA |
CVSA |
Equity, Corporate Debt, Government Debt |
|
(Caja de Valores S.A.) |
|
AUSTRALIA |
ASX Settlement |
Equity |
|
(ASX Settlement Pty Limited) |
|
|
Austraclear |
Corporate Debt, Government Debt |
|
(Austraclear Limited) |
|
AUSTRIA |
OeKB CSD GmbH |
Equity, Corporate Debt, Government Debt |
|
(Oesterreichische Kontrollbank CSD |
|
|
GmbH) |
|
BAHRAIN |
CSD |
Equity, Corporate Debt |
|
(Bahrain Bourse - Clearing, Settlement and |
|
|
Central Depository) |
|
BANGLADESH |
BB |
Government Debt |
|
(Bangladesh Bank) |
|
|
CDBL |
Equity, Corporate Debt |
|
(Central Depository Bangladesh Limited) |
|
BELGIUM |
Euroclear Belgium |
Equity, Corporate Debt |
|
(Euroclear Belgium SA/NV) |
|
|
NBB |
Corporate Debt, Government Debt |
|
(The National Bank of Belgium) |
|
BERMUDA |
BSD |
Equity, Corporate Debt, Government Debt |
|
(Bermuda Stock Exchange - Bermuda |
|
|
Securities Depository) |
|
BOTSWANA |
BoB |
Government Debt |
|
(Bank of Botswana) |
|
|
CSDB |
Equity, Corporate Debt |
|
(Central Securities Depository of Botswana |
|
|
Ltd) |
|
BRAZIL |
BM&FBOVESPA |
Equity |
|
(B3 S.A. - BM&FBOVESPA) |
|
|
CETIP |
Corporate Debt |
|
(B3 S.A. - CETIP) |
|
|
SELIC |
Government Debt |
|
(Banco Central do Brasil - Sistema Especial |
|
|
de Liquida÷÷o e Cust÷dia) |
|
BULGARIA |
CDAD |
Equity, Corporate Debt |
|
(Central Depository AD) |
|
|
BNB |
Government Debt |
|
(Bulgarian National Bank) |
|
CANADA |
CDS Clearing |
Equity, Corporate Debt, Government Debt |
|
(CDS Clearing and Depository Services |
|
|
Inc.) |
|
CHILE |
DCV |
Equity, Corporate Debt, Government Debt |
|
(Dep÷sito Central de Valores S.A.) |
|
CHINA A-SHARE |
CSDCC |
Equity, Corporate Debt, Government Debt |
|
(China Securities Depository and Clearing |
|
|
Corporation Limited) |
|
|
SCH |
Short-term Corporate Debt |
|
(Shanghai Clearing House) |
|
|
CCDC |
Corporate Debt, Government Debt |
|
(China Central Depository & Clearing Co., |
|
|
Ltd.) |
|
CHINA B-SHARE |
CSDCC |
Equity |
|
(China Securities Depository and Clearing |
|
|
Corporation Limited) |
|
CHINA |
HKSCC - for China Connect |
Equity |
CONNECT |
(Hong Kong Securities Clearing Company |
|
|
Limited) |
|
COLOMBIA |
DCV |
Government Debt |
|
(Banco de la Républica de Colombia - |
|
|
Dep÷sito Central de Valores) |
|
|
DECEVAL |
Equity, Corporate Debt, Government Debt |
|
(Dep÷sito Centralizado de Valores de |
|
|
Colombia S.A.) |
|
COSTA RICA |
InterClear |
Equity, Corporate Debt, Government Debt |
|
(InterClear, S.A.) |
|
CROATIA |
SKDD |
Equity, Corporate Debt, Government Debt |
|
(Središnje klirinško depozitarno društvo |
|
|
d.d.) |
|
CYPRUS |
CDCR |
Equity, Corporate Debt, Government Debt |
|
(Cyprus Stock Exchange - Central |
|
|
Depository and Central Registry) |
|
CZECH |
CNB |
Short-Term Corporate Debt, Short-Term |
REPUBLIC |
(Ceská národn÷ banka) |
Government Debt |
|
CDCP |
Equity, Long-Term Corporate Debt, Long- |
|
(Centráln÷ depozitár cenn÷ch pap÷ru, a.s.) |
Term Government Debt |
DENMARK |
VP |
Equity, Corporate Debt, Government Debt |
|
(VP Securities A/S) |
|
EGYPT |
MCDR |
Equity, Corporate Debt, Treasury Bonds |
|
(Misr for Central Clearing, Depository and |
|
|
Registry) |
|
|
CBE |
Treasury Bills |
|
(Central Bank of Egypt) |
|
ESTONIA |
ECSD |
Equity, Corporate Debt, Government Debt |
|
(Eesti V÷÷rtpaberikeskus AS) |
|
FINLAND |
Euroclear Finland |
Equity, Corporate Debt, Government Debt |
|
(Euroclear Finland Oy) |
|
FRANCE |
Euroclear France |
Equity, Corporate Debt, Government Debt |
|
(Euroclear France SA) |
|
GERMANY |
CBF |
Equity, Corporate Debt, Government Debt |
|
(Clearstream Banking AG) |
|
GHANA |
CSD |
Equity, Corporate Debt, Government Debt |
|
(Central Securities Depository (GH) Ltd.) |
|
GREECE |
BoG |
Government Debt |
|
(Bank of Greece) |
|
|
ATHEXCSD |
Equity, Corporate Debt |
|
(Hellenic Central Securities Depository) |
|
HONG KONG |
HKSCC |
Equity, Corporate Debt, Government Debt |
|
(Hong Kong Securities Clearing Company |
|
|
Limited) |
|
|
CMU |
Corporate Debt, Government Debt |
|
(Hong Kong Monetary Authority - Central |
|
|
Moneymarkets Unit) |
|
HUNGARY |
KELER |
Equity, Corporate Debt, Government Debt |
|
(K÷zponti Elszámol÷ház és ÷rtéktár |
|
|
(Budapest) Zrt.) |
|
ICELAND |
Nasdaq CSD Iceland hf. |
Equity, Corporate Debt, Government Debt |
|
(Nasdaq ver÷bréfami÷st÷÷ hf.) |
|
INDIA |
NSDL |
Equity, Corporate Debt |
|
(National Securities Depository Limited) |
|
|
CDSL |
Equity, Corporate Debt |
|
(Central Depository Services (India) |
|
|
Limited) |
|
|
RBI |
Government Debt |
|
(Reserve Bank of India) |
|
INDONESIA |
KSEI |
Equity, Corporate Debt, Government Debt* |
|
(PT Kustodian Sentral Efek Indonesia) |
(*acts as sub-registry) |
|
BI |
Government Debt |
|
(Bank Indonesia) |
|
INTERNATIONAL |
Euroclear Bank |
Internationally Traded Debt, Equity |
SECURITIES |
(Euroclear Bank SA/NV) |
|
MARKET |
CBL |
Internationally Traded Debt, Equity |
| ||
|
(Clearstream Banking S.A.) |
|
IRELAND |
EUI |
Equity, Corporate Debt |
|
(Euroclear U.K. & Ireland Limited) |
|
ISRAEL |
TASE-CH |
Equity, Corporate Debt, Government Debt |
|
(Tel-Aviv Stock Exchange Clearing House |
|
|
Ltd.) |
|
ITALY |
Monte Titoli |
Equity, Corporate Debt, Government Debt |
|
(Monte Titoli S.p.A.) |
|
JAPAN |
JASDEC |
Equity, Corporate Debt |
|
(Japan Securities Depository Center, |
|
|
Incorporated) |
|
|
BOJ |
Government Debt |
|
(Bank of Japan) |
|
JORDAN |
SDC |
Equity, Corporate Debt |
|
(Securities Depository Center) |
|
KAZAKHSTAN |
KACD |
Equity, Corporate Debt, Government Debt |
|
(Central Securities Depository Joint-Stock |
|
|
Company) |
|
KENYA |
CDS |
Government Debt |
|
(Central Bank of Kenya - Central |
|
|
Depository System) |
|
|
CDSC |
Equity, Corporate Debt |
|
(Central Depository and Settlement |
|
|
Corporation Limited) |
|
KUWAIT |
KCC |
Equity, Corporate Debt |
|
(The Kuwait Clearing Company K.S.C.) |
|
LATVIA |
LCD |
Equity, Corporate Debt, Government Debt |
|
(Latvian Central Depository) |
|
LITHUANIA |
CSDL |
Equity, Corporate Debt, Government Debt |
|
(Central Securities Depository of |
|
|
Lithuania) |
|
LUXEMBOURG |
CBL |
Equity, Corporate Debt, Government Debt |
|
(Clearstream Banking S.A.) |
|
MALAYSIA |
Bursa Depository |
Equity, Corporate Debt |
|
(Bursa Malaysia Depository Sdn Bhd) |
|
|
BNM |
Government Debt |
|
(Bank Negara Malaysia) |
|
MAURITIUS |
CDS |
Equity, Corporate Debt |
|
(Central Depository & Settlement Co. Ltd) |
|
|
BOM |
Government Debt |
|
(Bank of Mauritius) |
|
MEXICO |
Indeval |
Equity, Corporate Debt, Government Debt |
|
(S.D. Indeval S.A. de C.V.) |
|
MOROCCO |
Maroclear |
Equity, Corporate Debt, Government Debt |
|
(Maroclear) |
|
NETHERLANDS |
Euroclear Nederland |
Equity, Corporate Debt, Government Debt |
|
(Euroclear Nederland) |
|
NEW ZEALAND |
NZCSD |
Equity, Corporate Debt, Government Debt |
|
(New Zealand Central Securities |
|
|
Depository Limited) |
|
NIGERIA |
CSCS |
Equity, Corporate Debt |
|
(Central Securities Clearing System Plc) |
|
|
CBN |
Government Debt |
|
(Central Bank of Nigeria) |
|
NORWAY |
VPS |
Equity, Corporate Debt, Government Debt |
|
(Verdipapirsentralen ASA) |
|
OMAN |
MCD |
Equity, Corporate Debt, Government Debt |
|
(Muscat Clearing and Depository Co. |
|
|
(S.A.O.C)) |
|
PAKISTAN |
SBP |
Government Debt |
|
(State Bank of Pakistan) |
|
|
CDC |
Equity, Corporate Debt |
|
(Central Depository Company of Pakistan |
|
|
Limited) |
|
PERU |
CAVALI |
Equity, Corporate Debt, Government Debt |
|
(CAVALI S.A. I.C.L.V.) |
|
PHILIPPINES |
PDTC |
Equity, Corporate Debt |
|
(Philippine Depository and Trust |
|
|
Corporation) |
|
|
RoSS |
Government Debt |
|
(Bureau of Treasury - Registry of Scripless |
|
|
Securities) |
|
POLAND |
KDPW |
Equity, Corporate Debt, Long-Term |
|
(Krajowy Depozyt Papier÷w |
Government Debt |
|
Wartosciowych S.A.) |
|
|
RPW |
Short-Term Government Debt |
|
(National Bank of Poland - Registry of |
|
|
Securities) |
|
PORTUGAL |
INTERBOLSA |
Equity, Corporate Debt, Government Debt |
|
(Sociedade Gestora de Sistemas de |
|
|
Liquida÷÷o e de Sistemas Centralizados de |
|
|
Valores Mobiliários, S.A.) |
|
QATAR |
QCSD |
Equity, Government Debt |
|
(Qatar Central Securities Depository) |
|
ROMANIA |
CD S.A. |
Equity, Corporate Debt |
|
(Central Depository S.A.) |
|
|
NBR |
Government Debt |
|
(National Bank of Romania) |
|
RUSSIA |
NSD |
Equity, Corporate Debt, Government Debt |
|
(National Settlement Depository) |
|
SAUDI ARABIA |
SDCC |
Equity, Corporate Debt, Government Debt |
|
(Securities Depository Center Company) |
|
SERBIA |
CSD |
Equity, Corporate Debt, Government Debt |
|
(Central Securities Depository and Clearing |
|
|
House) |
|
SINGAPORE |
CDP |
Equity, Corporate Debt, Government |
|
(The Central Depository (Pte) Limited) |
Securities |
|
MAS |
Government Securities |
|
(Monetary Authority of Singapore) |
|
SLOVAK |
CDCP |
Equity, Corporate Debt, Government Debt |
REPUBLIC |
(Centrálny depozitár cenn÷ch papierov SR, |
|
|
a.s.) |
|
SLOVENIA |
KDD |
Equity, Corporate Debt, Government Debt |
|
(Centralna klirinško depotna družba d.d.) |
|
SOUTH AFRICA |
Strate |
Equity, Corporate Debt, Government Debt |
|
(Strate (Pty) Limited) |
|
SOUTH KOREA |
KSD |
Equity, Corporate Debt, Government Debt |
|
(Korea Securities Depository) |
|
SPAIN |
IBERCLEAR |
Equity, Corporate Debt, Government Debt |
|
(Sociedad de Sistemas) |
|
SRI LANKA |
CDS |
Equity, Corporate Debt |
|
(Central Depository Systems (Pvt.) Ltd.) |
|
|
LankaSecure |
Government Debt |
|
(Central Bank of Sri Lanka - LankaSecure) |
|
SWEDEN |
Euroclear Sweden |
Equity, Corporate Debt, Government Debt |
|
(Euroclear Sweden AB) |
|
SWITZERLAND |
SIS |
Equity, Corporate Debt, Government Debt |
|
(SIX SIS AG) |
|
TAIWAN |
TDCC |
Equity, Corporate Debt |
|
(Taiwan Depository and Clearing |
|
|
Corporation) |
|
|
CBC |
Government Debt |
|
(Central Bank of the Republic of China |
|
|
(Taiwan)) |
|
TANZANIA |
CDS |
Equity, Corporate Debt |
|
(Dar es Salaam Stock Exchange Central |
|
|
Depository System) |
|
THAILAND |
TSD |
Equity, Corporate Debt, Government Debt |
|
(Thailand Securities Depository Company |
|
|
Limited) |
|
TRINIDAD AND |
TTCD |
Equity, Corporate Debt, Government Debt |
TOBAGO |
(Trinidad and Tobago Central Depository |
|
|
Limited) |
|
TUNISIA |
Tunisie Clearing |
Equity, Corporate Debt, Government Debt |
|
(Tunisie Clearing) |
|
TURKEY |
CBRT |
Government Debt |
|
(T÷rkiye Cumhuriyet Merkez Bankasi |
|
|
A.S.) |
|
|
CRA |
Equity, Corporate Debt, Government Debt |
|
(Merkezi Kayit Kurulusu A.S.) |
|
UGANDA |
CSD |
Government Debt |
|
(Bank of Uganda - Central Securities |
|
|
Depository) |
|
|
SCD |
Equity, Corporate Debt |
|
(Uganda Securities Exchange - Securities |
|
|
Central Depository) |
|
UKRAINE |
NDU |
Equity, Corporate Debt |
|
(National Depository of Ukraine) |
|
UNITED ARAB |
ADX |
Equity, Corporate Debt, Government Debt |
EMIRATES - ADX |
(Abu Dhabi Securities Exchange) |
|
UNITED ARAB |
DFM |
Equity, Corporate Debt, Government Debt |
EMIRATES - DFM |
(Dubai Financial Market) |
|
UNITED ARAB |
NASDAQ Dubai |
Corporate Debt |
EMIRATES - |
(NASDAQ Dubai Limited) |
|
NASDAQ DUBAI |
|
|
UNITED |
EUI |
Equity, Corporate Debt, Government Debt |
KINGDOM |
(Euroclear U.K. & Ireland Limited) |
|
UNITED STATES |
FRB |
Government Debt, Mortgage Backed |
|
(Federal Reserve Bank) |
Securities |
|
DTC |
Equity, Corporate Debt |
|
(Depository Trust Company) |
|
URUGUAY |
BCU |
Government Debt |
|
(Banco Central del Uruguay) |
|
VENEZUELA |
CVV |
Equity, Corporate Debt |
|
(Caja Venezolana de Valores, S.A.) |
|
|
BCV |
Government Debt |
|
(Banco Central de Venezuela) |
|
VIETNAM |
VSD |
Equity, Corporate Debt, Government Debt |
|
(Vietnam Securities Depository) |
|
WAEMU - BENIN, |
DC/BR |
Equity, Corporate Debt, Government Debt |
BURKINA FASO, |
(Le Dépositaire Central / Banque de |
|
GUINEA-BISSAU, |
Règlement) |
|
IVORY COAST, |
|
|
MALI, NIGER, |
|
|
SENEGAL, TOGO |
|
|
ZAMBIA |
LuSE CSD |
Equity, Corporate Debt, Treasury Bonds |
|
(Lusaka Stock Exchange Central Shares |
|
|
Depository) |
|
|
BoZ |
Government Debt |
|
(Bank of Zambia) |
|
ZIMBABWE |
CDC |
Equity |
|
(Chengetedzai Depository Company |
|
|
Limited) |
|
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.
EXHIBIT 1Amendment 2
The following is an amendment, dated as of December 22, 2017 ("Amendment"), to the Amended and Restated Global Custody Agreement, dated August 14, 2017, as amended from time to time (the "Agreement"), by and between JPMorgan Chase Bank, N.A. ("Bank") and each open-end management investment company listed on Exhibit 1 thereto (each, a "Trust"). This Amendment serves to update the names of the Trusts and certain of their portfolios (each, a "Fund") listed on Exhibit 1. Bank and Customer hereby agree that all of the terms and conditions as set forth in the Agreement are hereby incorporated by reference with respect to the following Trusts and Funds listed below. Capitalized terms used but not defined in this Amendment have the meanings ascribed to them in the Agreement.
Vanguard Admiral Funds
Vanguard S&P 500 Growth Index Fund
Vanguard S&P 500 Value Index Fund
Vanguard S&P Mid-Cap 400 Growth Index Fund
Vanguard S&P Mid-Cap 400 Index Fund
Vanguard S&P Mid-Cap 400 Value Index Fund
Vanguard S&P Small-Cap 600 Growth Index Fund
Vanguard S&P Small-Cap 600 Index Fund
Vanguard S&P Small-Cap 600 Value Index Fund
Vanguard Bond Index Funds
Vanguard Inflation-Protected Securities Fund
Vanguard Intermediate-Term Bond Index Fund
Vanguard Long-Term Bond Index Fund
Vanguard Short-Term Bond Index Fund
Vanguard Total Bond Market Index Fund
Vanguard Total Bond Market II Index Fund
Vanguard Chester Funds
Vanguard Institutional Target Retirement 2015 Fund
Vanguard Institutional Target Retirement 2020 Fund
Vanguard Institutional Target Retirement 2025 Fund
Vanguard Institutional Target Retirement 2030 Fund
Vanguard Institutional Target Retirement 2035 Fund
Vanguard Institutional Target Retirement 2040 Fund
Vanguard Institutional Target Retirement 2045 Fund
Vanguard Institutional Target Retirement 2050 Fund
Vanguard Institutional Target Retirement 2055 Fund
Vanguard Institutional Target Retirement 2060 Fund
Vanguard Institutional Target Retirement 2065 Fund
Vanguard Institutional Target Retirement Income Fund
Vanguard Target Retirement 2015 Fund
Vanguard Target Retirement 2020 Fund
Vanguard Target Retirement 2025 Fund
Vanguard Target Retirement 2030 Fund
Vanguard Target Retirement 2035 Fund
Vanguard Target Retirement 2040 Fund
Vanguard Target Retirement 2045 Fund
Vanguard Target Retirement 2050 Fund
Vanguard Target Retirement 2055 Fund
Vanguard Target Retirement 2060 Fund
Vanguard Target Retirement 2065 Fund
Vanguard Target Retirement Income Fund
Vanguard Fixed Income Securities Funds
Vanguard GNMA Fund
Vanguard REIT II Index Fund
Vanguard Index Funds
Vanguard Extended Market Index Fund
Vanguard Mid-Cap Growth Index Fund
Vanguard Mid-Cap Index Fund
Vanguard Mid-Cap Value Index Fund
Vanguard Small-Cap Growth Index Fund
Vanguard Small-Cap Index Fund
Vanguard Small-Cap Value Index Fund
Vanguard Total Stock Market Index Fund
Vanguard International Equity Index Funds Vanguard Emerging Markets Stock Index Fund
Vanguard Malvern Funds
Vanguard Core Bond Fund
Vanguard Institutional Intermediate-Term Bond Fund
Vanguard Institutional Short-Term Bond Fund
Vanguard Scottsdale Funds
Vanguard Intermediate-Term Corporate Bond Index Fund Vanguard Intermediate-Term Treasury Index Fund Vanguard Long-Term Corporate Bond Index Fund Vanguard Long-Term Treasury Index Fund
Vanguard Mortgage-Backed Securities Index Fund Vanguard Short-Term Corporate Bond Index Fund Vanguard Short-Term Treasury Index Fund
Vanguard Total Corporate Bond ETF
Vanguard Specialized Funds
Vanguard Precious Metals and Mining Fund
Vanguard REIT Index Fund
Vanguard STAR Funds
Vanguard LifeStrategy Conservative Growth Fund
Vanguard LifeStrategy Growth Fund
Vanguard LifeStrategy Income Fund
Vanguard LifeStrategy Moderate Growth Fund
Vanguard STAR Fund
Vanguard Total International Stock Index Fund
Vanguard Tax-Managed Funds
Vanguard Tax-Managed Balanced Fund
Vanguard Tax-Managed Capital Appreciation Fund
Vanguard Tax-Managed Small-Cap Fund
Vanguard Trustees' Equity Fund
Vanguard Diversified Equity Fund
Vanguard International Value Fund
Vanguard Valley Forge Funds
Vanguard Balanced Index Fund
Vanguard Managed Payout Fund
Vanguard Variable Insurance Funds
Conservative Allocation Portfolio
Equity Index Portfolio
Global Bond Index Portfolio
Mid-Cap Index Portfolio
Moderate Allocation Portfolio
REIT Index Portfolio
Total International Stock Market Index Portfolio
Total Stock Market Index Portfolio
Vanguard Wellington Fund
Vanguard Wellington Fund
Vanguard Whitehall Funds
Vanguard High Dividend Yield Index Fund
Vanguard International Explorer Fund
Vanguard World Fund
Vanguard Extended Duration Treasury Index Fund
Vanguard Global Wellesley Income Fund
Vanguard Global Wellington Fund
(Rest of page left intentionally blank)
Bank and each following Customer hereby agree that all of the terms and conditions as set forth in the Agreement except for Sections 2.1 and 2.2 are hereby incorporated by reference with respect to the Trusts and Funds listed below limited to their use of account number P 62749 in Vanguard Directly Managed Securities Lending transactions:
Vanguard Chester Funds
Vanguard PRIMECAP Fund
Vanguard Explorer Fund
Vanguard Explorer Fund
Vanguard Fenway Funds
Vanguard Equity Income Fund
Vanguard PRIMECAP Core Fund
Vanguard Horizon Funds
Vanguard Capital Opportunity Fund
Vanguard Global Equity Fund
Vanguard Strategic Equity Fund
Vanguard Strategic Small-Cap Equity Fund
Vanguard Index Funds
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 Funds
Vanguard Institutional Index Fund
Vanguard Institutional Total Stock Market Index Fund
Vanguard Malvern Funds
Vanguard Capital Value Fund
Vanguard U.S. Value Fund
Vanguard Morgan Growth Fund
Vanguard Morgan Growth Fund
Vanguard Quantitative Funds
Vanguard Growth and Income Fund
Vanguard Structured Broad Market Fund
Vanguard Structured Large-Cap Equity Fund
Vanguard Scottsdale Funds 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 Specialized Funds
Vanguard Dividend Growth Fund
Vanguard Energy Fund
Vanguard REIT Index Fund
Vanguard Trustees' Equity Fund
Vanguard Emerging Markets Select Stock Fund
Vanguard International Value Fund
Vanguard Variable Insurance Funds
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 Whitehall Funds
Vanguard Global Minimum Volatility Fund
Vanguard High Dividend Yield Index Fund
Vanguard Mid-Cap Growth Fund
Vanguard Selected Value Fund
Vanguard Windsor Funds
Vanguard Windsor Fund
Vanguard Windsor II Fund
Vanguard World 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 Telecommunications Services Index Fund
Vanguard U.S. Growth Fund
Vanguard Utilities Index Fund
(Rest of page left intentionally blank)
IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute and deliver this Amendment as of the date set forth above.
JPMORGAN CHASE BANK, N.A. |
EACH OF THE OPEN-END MANAGEMENT | |
|
INVESTMENT COMPANIES LISTED ON | |
|
EXHIBIT 1 HERETO | |
By: |
By: |
/s/ Thomas J. Higgins |
Name: |
Name: |
Thomas J. Higgins |
Title: |
Title: |
Chief Financial Officer |
AMENDMENT TO AMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT
The following is an amendment, dated July __, 2018, (the "Amendment") to the Amended and Restated Global Custody Agreement, dated August 14, 2017, as amended from time to time (the "Agreement"), by and between JPMorgan Chase Bank, N.A. (the "Bank") and each open-end management investment company listed on Exhibit 1 thereto (each, a "Trust"). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:
1.Information Concerning Deposits at Bank. Section 10.5(c) of the Agreement is hereby deleted in its entirety and replaced with the following:
(c) In the event that (i) 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 or (ii) J.P. Morgan Bank International LLC incurs a loss attributable to Country Risk with respect to any cash balance it maintains on deposit at its correspondent bank in Russia in regard to its direct custody business, 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.
2.Exhibit 1. Exhibit 1 to the Agreement is hereby deleted in its entirety and replaced with the following:
Vanguard Admiral Funds
Vanguard S&P 500 Growth Index Fund Vanguard S&P 500 Value Index Fund Vanguard S&P Mid-Cap 400 Growth Index Fund Vanguard S&P Mid-Cap 400 Index Fund Vanguard S&P Mid-Cap 400 Value Index Fund Vanguard S&P Small-Cap 600 Growth Index Fund Vanguard S&P Small-Cap 600 Index Fund Vanguard S&P Small-Cap 600 Value Index Fund
Vanguard Bond Index Funds
Vanguard Inflation-Protected Securities Fund Vanguard Intermediate-Term Bond Index Fund Vanguard Long-Term Bond Index Fund Vanguard Short-Term Bond Index Fund Vanguard Total Bond Market Index Fund Vanguard Total Bond Market II Index Fund
Vanguard Chester Funds
Vanguard Institutional Target Retirement 2015 Fund Vanguard Institutional Target Retirement 2020 Fund Vanguard Institutional Target Retirement 2025 Fund Vanguard Institutional Target Retirement 2030 Fund Vanguard Institutional Target Retirement 2035 Fund
Vanguard Institutional Target Retirement 2040 Fund Vanguard Institutional Target Retirement 2045 Fund Vanguard Institutional Target Retirement 2050 Fund Vanguard Institutional Target Retirement 2055 Fund Vanguard Institutional Target Retirement 2060 Fund Vanguard Institutional Target Retirement 2065 Fund Vanguard Institutional Target Retirement Income Fund Vanguard Target Retirement 2015 Fund
Vanguard Target Retirement 2020 Fund
Vanguard Target Retirement 2025 Fund
Vanguard Target Retirement 2030 Fund
Vanguard Target Retirement 2035 Fund
Vanguard Target Retirement 2040 Fund
Vanguard Target Retirement 2045 Fund
Vanguard Target Retirement 2050 Fund
Vanguard Target Retirement 2055 Fund
Vanguard Target Retirement 2060 Fund
Vanguard Target Retirement 2065 Fund Vanguard Target Retirement Income Fund
Vanguard Fixed Income Securities Funds
Vanguard GNMA Fund
Vanguard REIT II Index Fund
Vanguard Index Funds
Vanguard Extended Market Index Fund
Vanguard Mid-Cap Growth Index Fund
Vanguard Mid-Cap Index Fund
Vanguard Mid-Cap Value Index Fund
Vanguard Small-Cap Growth Index Fund
Vanguard Small-Cap Index Fund
Vanguard Small-Cap Value Index Fund
Vanguard Total Stock Market Index Fund
Vanguard International Equity Index Funds Vanguard Emerging Markets Stock Index Fund
Vanguard Malvern Funds
Vanguard Core Bond Fund
Vanguard Institutional Intermediate-Term Bond Fund
Vanguard Institutional Short-Term Bond Fund
Vanguard Scottsdale Funds
Vanguard Intermediate-Term Corporate Bond Index Fund Vanguard Intermediate-Term Treasury Index Fund Vanguard Long-Term Corporate Bond Index Fund Vanguard Long-Term Treasury Index Fund
Vanguard Mortgage-Backed Securities Index Fund Vanguard Short-Term Corporate Bond Index Fund
Vanguard Short-Term Treasury Index Fund
Vanguard Total Corporate Bond ETF
Vanguard Total World Bond ETF
Vanguard Specialized Funds
Vanguard Precious Metals and Mining Fund
Vanguard REIT Index Fund
Vanguard STAR Funds
Vanguard LifeStrategy Conservative Growth Fund
Vanguard LifeStrategy Growth Fund
Vanguard LifeStrategy Income Fund
Vanguard LifeStrategy Moderate Growth Fund
Vanguard STAR Fund
Vanguard Total International Stock Index Fund
Vanguard Tax-Managed Funds
Vanguard Tax-Managed Balanced Fund
Vanguard Tax-Managed Capital Appreciation Fund
Vanguard Tax-Managed Small-Cap Fund
Vanguard Trustees' Equity Fund
Vanguard Diversified Equity Fund
Vanguard International Value Fund
Vanguard Valley Forge Funds
Vanguard Balanced Index Fund
Vanguard Managed Payout Fund
Vanguard Variable Insurance Funds
Conservative Allocation Portfolio
Equity Index Portfolio
Global Bond Index Portfolio
Mid-Cap Index Portfolio
Moderate Allocation Portfolio
REIT Index Portfolio
Total International Stock Market Index Portfolio
Total Stock Market Index Portfolio
Vanguard Wellington Fund
Vanguard Wellington Fund
Vanguard Whitehall Funds
Vanguard High Dividend Yield Index Fund
Vanguard International Explorer Fund
Vanguard World Fund
Vanguard Extended Duration Treasury Index Fund
Vanguard Global Wellesley Income Fund
Vanguard Global Wellington Fund
Vanguard ESG Stock ETF
Vanguard ESG International Stock ETF
Bank and each following Customer hereby agree that all of the terms and conditions as set forth in the Agreement except for Sections 2.1 and 2.2 are hereby incorporated by reference with respect to the Trusts and Funds listed below limited to their use of account number P 62749 in Vanguard Directly Managed Securities Lending transactions:
Vanguard Chester Funds
Vanguard PRIMECAP Fund
Vanguard Explorer Fund
Vanguard Explorer Fund
Vanguard Fenway Funds
Vanguard Equity Income Fund
Vanguard PRIMECAP Core Fund
Vanguard Horizon Funds
Vanguard Capital Opportunity Fund
Vanguard Global Equity Fund
Vanguard Strategic Equity Fund
Vanguard Strategic Small-Cap Equity Fund
Vanguard Index Funds
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 Funds
Vanguard Institutional Index Fund
Vanguard Institutional Total Stock Market Index Fund
Vanguard Malvern Funds
Vanguard Capital Value Fund
Vanguard U.S. Value Fund
Vanguard Morgan Growth Fund
Vanguard Morgan Growth Fund
Vanguard Quantitative Funds
Vanguard Growth and Income Fund
Vanguard Structured Broad Market Fund
Vanguard Structured Large-Cap Equity Fund
Vanguard Scottsdale Funds 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 Specialized Funds
Vanguard Dividend Growth Fund
Vanguard Energy Fund
Vanguard REIT Index Fund
Vanguard Trustees' Equity Fund
Vanguard Emerging Markets Select Stock Fund
Vanguard International Value Fund
Vanguard Variable Insurance Funds
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 Whitehall Funds
Vanguard Global Minimum Volatility Fund
Vanguard High Dividend Yield Index Fund
Vanguard Mid-Cap Growth Fund
Vanguard Selected Value Fund
Vanguard Windsor Funds
Vanguard Windsor Fund
Vanguard Windsor II Fund
Vanguard World 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 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.
(Rest of page left intentionally blank)
IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute and deliver this Amendment as of the date set forth above.
JPMORGAN CHASE BANK, N.A. |
EACH OF THE OPEN-END MANAGEMENT | ||
|
|
INVESTMENT COMPANIES LISTED ON | |
|
|
EXHIBIT 1 HERETO | |
By: |
/s/ Brian Eckert |
By: |
/s/ Thomas J. Higgins |
Name: |
Brian Eckert |
Name: |
Thomas J. Higgins |
Title: |
Executive Director |
Title: |
Chief Financial Officer |
AMENDMENT TO AMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT
The following is an amendment, dated October _2_, 2018, (the "Amendment") to the Amended and Restated Global Custody Agreement, dated August 14, 2017, as amended from time to time (the "Agreement"), by and between JPMorgan Chase Bank, N.A. (the "Bank") and each open-end management investment company listed on Exhibit 1 thereto (each, a "Trust"). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:
1.Exhibit 1. Exhibit 1 to the Agreement is hereby deleted in its entirety and replaced with the following:
Vanguard Admiral Funds
Vanguard S&P 500 Growth Index Fund Vanguard S&P 500 Value Index Fund Vanguard S&P Mid-Cap 400 Growth Index Fund Vanguard S&P Mid-Cap 400 Index Fund Vanguard S&P Mid-Cap 400 Value Index Fund Vanguard S&P Small-Cap 600 Growth Index Fund Vanguard S&P Small-Cap 600 Index Fund Vanguard S&P Small-Cap 600 Value Index Fund
Vanguard Bond Index Funds
Vanguard Inflation-Protected Securities Fund Vanguard Intermediate-Term Bond Index Fund Vanguard Long-Term Bond Index Fund Vanguard Short-Term Bond Index Fund Vanguard Total Bond Market Index Fund Vanguard Total Bond Market II Index Fund
Vanguard Charlotte Funds
Vanguard Global Credit Bond Fund
Vanguard Chester Funds
Vanguard Institutional Target Retirement 2015 Fund Vanguard Institutional Target Retirement 2020 Fund Vanguard Institutional Target Retirement 2025 Fund Vanguard Institutional Target Retirement 2030 Fund Vanguard Institutional Target Retirement 2035 Fund Vanguard Institutional Target Retirement 2040 Fund Vanguard Institutional Target Retirement 2045 Fund Vanguard Institutional Target Retirement 2050 Fund Vanguard Institutional Target Retirement 2055 Fund Vanguard Institutional Target Retirement 2060 Fund Vanguard Institutional Target Retirement 2065 Fund Vanguard Institutional Target Retirement Income Fund Vanguard Target Retirement 2015 Fund
Vanguard Target Retirement 2020 Fund
Vanguard Target Retirement 2025 Fund
Vanguard Target Retirement 2030 Fund
Vanguard Target Retirement 2035 Fund
Vanguard Target Retirement 2040 Fund
Vanguard Target Retirement 2045 Fund
Vanguard Target Retirement 2050 Fund
Vanguard Target Retirement 2055 Fund
Vanguard Target Retirement 2060 Fund
Vanguard Target Retirement 2065 Fund
Vanguard Target Retirement Income Fund
Vanguard Fixed Income Securities Funds
Vanguard GNMA Fund
Vanguard Real Estate II Index Fund
Vanguard Index Funds
Vanguard Extended Market Index Fund
Vanguard Mid-Cap Growth Index Fund
Vanguard Mid-Cap Index Fund
Vanguard Mid-Cap Value Index Fund
Vanguard Small-Cap Growth Index Fund
Vanguard Small-Cap Index Fund
Vanguard Small-Cap Value Index Fund
Vanguard Total Stock Market Index Fund
Vanguard International Equity Index Funds Vanguard Emerging Markets Stock Index Fund
Vanguard Malvern Funds
Vanguard Core Bond Fund
Vanguard Institutional Intermediate-Term Bond Fund
Vanguard Institutional Short-Term Bond Fund
Vanguard Scottsdale Funds
Vanguard Intermediate-Term Corporate Bond Index Fund Vanguard Intermediate-Term Treasury Index Fund Vanguard Long-Term Corporate Bond Index Fund Vanguard Long-Term Treasury Index Fund
Vanguard Mortgage-Backed Securities Index Fund Vanguard Short-Term Corporate Bond Index Fund Vanguard Short-Term Treasury Index Fund Vanguard Total Corporate Bond ETF Vanguard Total World Bond ETF
Vanguard Specialized Funds
Vanguard Global Capital Cycles Fund
Vanguard Real Estate Index Fund
Vanguard STAR Funds
Vanguard LifeStrategy Conservative Growth Fund
Vanguard LifeStrategy Growth Fund
Vanguard LifeStrategy Income Fund
Vanguard LifeStrategy Moderate Growth Fund
Vanguard STAR Fund
Vanguard Total International Stock Index Fund
Vanguard Tax-Managed Funds
Vanguard Tax-Managed Balanced Fund
Vanguard Tax-Managed Capital Appreciation Fund
Vanguard Tax-Managed Small-Cap Fund
Vanguard Trustees' Equity Fund
Vanguard Diversified Equity Fund
Vanguard International Value Fund
Vanguard Valley Forge Funds
Vanguard Balanced Index Fund
Vanguard Managed Payout Fund
Vanguard Variable Insurance Funds
Conservative Allocation Portfolio
Equity Index Portfolio
Global Bond Index Portfolio
Mid-Cap Index Portfolio
Moderate Allocation Portfolio
REIT Index Portfolio
Total International Stock Market Index Portfolio
Total Stock Market Index Portfolio
Vanguard Wellington Fund
Vanguard Wellington Fund
Vanguard Whitehall Funds
Vanguard High Dividend Yield Index Fund
Vanguard International Explorer Fund
Vanguard World Fund
Vanguard Extended Duration Treasury Index Fund
Vanguard Global Wellesley Income Fund
Vanguard Global Wellington Fund
Vanguard ESG US Stock ETF
Vanguard ESG International Stock ETF
Bank and each following Customer hereby agree that all of the terms and conditions as set forth in the Agreement except for Sections 2.1 and 2.2 are hereby incorporated by reference with respect to the Trusts and Funds listed below limited to their use of account number P 62749 in Vanguard Directly Managed Securities Lending transactions:
Vanguard Chester Funds
Vanguard PRIMECAP Fund
Vanguard Explorer Fund
Vanguard Explorer Fund
Vanguard Fenway Funds
Vanguard Equity Income Fund
Vanguard PRIMECAP Core Fund
Vanguard Horizon Funds
Vanguard Capital Opportunity Fund
Vanguard Global Equity Fund
Vanguard Strategic Equity Fund
Vanguard Strategic Small-Cap Equity Fund
Vanguard Index Funds
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 Funds
Vanguard Institutional Index Fund
Vanguard Institutional Total Stock Market Index Fund
Vanguard Malvern Funds
Vanguard Capital Value Fund
Vanguard U.S. Value Fund
Vanguard Morgan Growth Fund
Vanguard Morgan Growth Fund
Vanguard Quantitative Funds
Vanguard Growth and Income Fund
Vanguard Structured Broad Market Fund
Vanguard Structured Large-Cap Equity Fund
Vanguard Scottsdale Funds
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 Specialized Funds
Vanguard Dividend Growth Fund
Vanguard Energy Fund
Vanguard Real Estate Index Fund
Vanguard Trustees' Equity Fund
Vanguard Emerging Markets Select Stock Fund
Vanguard International Value Fund
Vanguard Variable Insurance Funds
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 Whitehall Funds
Vanguard Global Minimum Volatility Fund
Vanguard High Dividend Yield Index Fund
Vanguard Mid-Cap Growth Fund
Vanguard Selected Value Fund
Vanguard Windsor Funds
Vanguard Windsor Fund
Vanguard Windsor II Fund
Vanguard World 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
Vanguard Utilities Index 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.
IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute and deliver this Amendment as of the date set forth above.
JPMORGAN CHASE BANK, N.A. |
EACH OF THE OPEN-END MANAGEMENT | ||
|
|
INVESTMENT COMPANIES LISTED ON | |
|
|
EXHIBIT 1 HERETO | |
By: |
/s/ Alan Liang |
By: |
/s/ John Bendl |
Name: |
Alan Liang |
Name: |
John Bendl |
Title: |
Vice President |
Title: |
Chief Accounting Officer |
|
|
|
Controller |
AMENDMENT TO AMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT
The following is an amendment, dated April _9_, 2019, (the "Amendment") to the Amended and Restated Global Custody Agreement, dated August 14, 2017, as amended from time to time (the "Agreement"), by and between JPMorgan Chase Bank, N.A. (the "Bank") and each open-end management investment company listed on Exhibit 1 thereto (each, a "Trust"). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:
3.Exhibit 1. Exhibit 1 to the Agreement is hereby deleted in its entirety and replaced with the following:
Vanguard Admiral Funds
Vanguard S&P 500 Growth Index Fund Vanguard S&P 500 Value Index Fund Vanguard S&P Mid-Cap 400 Growth Index Fund Vanguard S&P Mid-Cap 400 Index Fund Vanguard S&P Mid-Cap 400 Value Index Fund Vanguard S&P Small-Cap 600 Growth Index Fund Vanguard S&P Small-Cap 600 Index Fund Vanguard S&P Small-Cap 600 Value Index Fund
Vanguard Bond Index Funds
Vanguard Inflation-Protected Securities Fund Vanguard Intermediate-Term Bond Index Fund Vanguard Long-Term Bond Index Fund Vanguard Short-Term Bond Index Fund Vanguard Total Bond Market Index Fund Vanguard Total Bond Market II Index Fund
Vanguard Charlotte Funds
Vanguard Global Credit Bond Fund
Vanguard Chester Funds
Vanguard Institutional Target Retirement 2015 Fund Vanguard Institutional Target Retirement 2020 Fund Vanguard Institutional Target Retirement 2025 Fund Vanguard Institutional Target Retirement 2030 Fund Vanguard Institutional Target Retirement 2035 Fund Vanguard Institutional Target Retirement 2040 Fund Vanguard Institutional Target Retirement 2045 Fund Vanguard Institutional Target Retirement 2050 Fund Vanguard Institutional Target Retirement 2055 Fund Vanguard Institutional Target Retirement 2060 Fund Vanguard Institutional Target Retirement 2065 Fund Vanguard Institutional Target Retirement Income Fund Vanguard Target Retirement 2015 Fund
Vanguard Target Retirement 2020 Fund
Vanguard Target Retirement 2025 Fund
Vanguard Target Retirement 2030 Fund
Vanguard Target Retirement 2035 Fund
Vanguard Target Retirement 2040 Fund
Vanguard Target Retirement 2045 Fund
Vanguard Target Retirement 2050 Fund
Vanguard Target Retirement 2055 Fund
Vanguard Target Retirement 2060 Fund
Vanguard Target Retirement 2065 Fund
Vanguard Target Retirement Income Fund
Vanguard Fixed Income Securities Funds
Vanguard GNMA Fund
Vanguard Real Estate II Index Fund
Vanguard Index Funds
Vanguard Extended Market Index Fund
Vanguard Mid-Cap Growth Index Fund
Vanguard Mid-Cap Index Fund
Vanguard Mid-Cap Value Index Fund
Vanguard Small-Cap Growth Index Fund
Vanguard Small-Cap Index Fund
Vanguard Small-Cap Value Index Fund
Vanguard Total Stock Market Index Fund
Vanguard International Equity Index Funds Vanguard Emerging Markets Stock Index Fund
Vanguard Malvern Funds
Vanguard Core Bond Fund
Vanguard Institutional Intermediate-Term Bond Fund
Vanguard Institutional Short-Term Bond Fund
Vanguard Scottsdale Funds
Vanguard Intermediate-Term Corporate Bond Index Fund Vanguard Intermediate-Term Treasury Index Fund Vanguard Long-Term Corporate Bond Index Fund Vanguard Long-Term Treasury Index Fund
Vanguard Mortgage-Backed Securities Index Fund Vanguard Short-Term Corporate Bond Index Fund Vanguard Short-Term Treasury Index Fund Vanguard Total Corporate Bond ETF Vanguard Total World Bond ETF
Vanguard Specialized Funds
Vanguard Global Capital Cycles Fund
Vanguard Real Estate Index Fund
Vanguard Global ESG Select Stock Fund
Vanguard STAR Funds
Vanguard LifeStrategy Conservative Growth Fund
Vanguard LifeStrategy Growth Fund
Vanguard LifeStrategy Income Fund
Vanguard LifeStrategy Moderate Growth Fund
Vanguard STAR Fund
Vanguard Total International Stock Index Fund
Vanguard Tax-Managed Funds
Vanguard Tax-Managed Balanced Fund
Vanguard Tax-Managed Capital Appreciation Fund
Vanguard Tax-Managed Small-Cap Fund
Vanguard Trustees' Equity Fund
Vanguard Diversified Equity Fund
Vanguard International Value Fund
Vanguard Valley Forge Funds
Vanguard Balanced Index Fund
Vanguard Managed Payout Fund
Vanguard Variable Insurance Funds
Conservative Allocation Portfolio
Equity Index Portfolio
Global Bond Index Portfolio
Mid-Cap Index Portfolio
Moderate Allocation Portfolio
REIT Index Portfolio
Total International Stock Market Index Portfolio
Total Stock Market Index Portfolio
Vanguard Wellington Fund
Vanguard Wellington Fund
Vanguard Whitehall Funds
Vanguard High Dividend Yield Index Fund
Vanguard International Explorer Fund
Vanguard World Fund
Vanguard Extended Duration Treasury Index Fund
Vanguard Global Wellesley Income Fund
Vanguard Global Wellington Fund
Vanguard ESG US Stock ETF
Vanguard ESG International Stock ETF
Bank and each following Customer hereby agree that all of the terms and conditions as set forth in the Agreement except for Sections 2.1 and 2.2 are hereby incorporated by reference with
respect to the Trusts and Funds listed below limited to their use of account number P 62749 in Vanguard Directly Managed Securities Lending transactions:
Vanguard Chester Funds
Vanguard PRIMECAP Fund
Vanguard Explorer Fund
Vanguard Explorer Fund
Vanguard Fenway Funds
Vanguard Equity Income Fund
Vanguard PRIMECAP Core Fund
Vanguard Horizon Funds
Vanguard Capital Opportunity Fund
Vanguard Global Equity Fund
Vanguard Strategic Equity Fund
Vanguard Strategic Small-Cap Equity Fund
Vanguard Index Funds
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 Funds
Vanguard Institutional Index Fund
Vanguard Institutional Total Stock Market Index Fund
Vanguard Malvern Funds
Vanguard Capital Value Fund
Vanguard U.S. Value Fund
Vanguard Morgan Growth Fund
Vanguard Morgan Growth Fund
Vanguard Quantitative Funds
Vanguard Growth and Income Fund
Vanguard Structured Broad Market Fund
Vanguard Structured Large-Cap Equity Fund
Vanguard Scottsdale Funds
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 Specialized Funds
Vanguard Dividend Growth Fund
Vanguard Energy Fund
Vanguard Real Estate Index Fund
Vanguard Trustees' Equity Fund
Vanguard Emerging Markets Select Stock Fund
Vanguard International Value Fund
Vanguard Variable Insurance Funds
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 Whitehall Funds
Vanguard Global Minimum Volatility Fund
Vanguard High Dividend Yield Index Fund
Vanguard Mid-Cap Growth Fund
Vanguard Selected Value Fund
Vanguard Windsor Funds
Vanguard Windsor Fund
Vanguard Windsor II Fund
Vanguard World 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
Vanguard Utilities Index Fund
4.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.
IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute and deliver this Amendment as of the date set forth above.
JPMORGAN CHASE BANK, N.A. |
EACH OF THE OPEN-END MANAGEMENT | ||
|
|
INVESTMENT COMPANIES LISTED ON | |
|
|
EXHIBIT 1 HERETO | |
By: |
/s/ Carl Mehldau |
By: |
/s/ Thomas J. Higgins |
Name: |
Carl Mehldau |
Name: |
Thomas J. Higgins |
Title: |
Vice President |
Title: |
Chief Financial Officer |
AMENDMENT TO AMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT
The following is an amendment, dated August _12_, 2019, (the "Amendment") to the Amended and Restated Global Custody Agreement, dated August 14, 2017, as amended from time to time (the "Agreement"), by and between JPMorgan Chase Bank, N.A. (the "Bank") and each open-end management investment company listed on Exhibit 1 thereto (each, a "Trust"). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:
5.Exhibit 1. Exhibit 1 to the Agreement is hereby deleted in its entirety and replaced with the following:
Vanguard Admiral Funds
Vanguard S&P 500 Growth Index Fund Vanguard S&P 500 Value Index Fund Vanguard S&P Mid-Cap 400 Growth Index Fund Vanguard S&P Mid-Cap 400 Index Fund Vanguard S&P Mid-Cap 400 Value Index Fund Vanguard S&P Small-Cap 600 Growth Index Fund Vanguard S&P Small-Cap 600 Index Fund Vanguard S&P Small-Cap 600 Value Index Fund
Vanguard Bond Index Funds
Vanguard Inflation-Protected Securities Fund Vanguard Intermediate-Term Bond Index Fund Vanguard Long-Term Bond Index Fund Vanguard Short-Term Bond Index Fund Vanguard Total Bond Market Index Fund Vanguard Total Bond Market II Index Fund
Vanguard Charlotte Funds
Vanguard Global Credit Bond Fund
Vanguard Chester Funds
Vanguard Institutional Target Retirement 2015 Fund Vanguard Institutional Target Retirement 2020 Fund Vanguard Institutional Target Retirement 2025 Fund Vanguard Institutional Target Retirement 2030 Fund Vanguard Institutional Target Retirement 2035 Fund Vanguard Institutional Target Retirement 2040 Fund Vanguard Institutional Target Retirement 2045 Fund Vanguard Institutional Target Retirement 2050 Fund Vanguard Institutional Target Retirement 2055 Fund Vanguard Institutional Target Retirement 2060 Fund Vanguard Institutional Target Retirement 2065 Fund Vanguard Institutional Target Retirement Income Fund Vanguard Target Retirement 2015 Fund
Vanguard Target Retirement 2020 Fund
Vanguard Target Retirement 2025 Fund
Vanguard Target Retirement 2030 Fund
Vanguard Target Retirement 2035 Fund
Vanguard Target Retirement 2040 Fund
Vanguard Target Retirement 2045 Fund
Vanguard Target Retirement 2050 Fund
Vanguard Target Retirement 2055 Fund
Vanguard Target Retirement 2060 Fund
Vanguard Target Retirement 2065 Fund
Vanguard Target Retirement Income Fund
Vanguard Fixed Income Securities Funds
Vanguard GNMA Fund
Vanguard Real Estate II Index Fund
Vanguard Horizon Funds
Vanguard International Core Stock Fund
Vanguard Index Funds
Vanguard Extended Market Index Fund
Vanguard Mid-Cap Growth Index Fund
Vanguard Mid-Cap Index Fund
Vanguard Mid-Cap Value Index Fund
Vanguard Small-Cap Growth Index Fund
Vanguard Small-Cap Index Fund
Vanguard Small-Cap Value Index Fund
Vanguard Total Stock Market Index Fund
Vanguard International Equity Index Funds Vanguard Emerging Markets Stock Index Fund
Vanguard Malvern Funds
Vanguard Core Bond Fund
Vanguard Institutional Intermediate-Term Bond Fund
Vanguard Institutional Short-Term Bond Fund
Vanguard Scottsdale Funds
Vanguard Intermediate-Term Corporate Bond Index Fund Vanguard Intermediate-Term Treasury Index Fund Vanguard Long-Term Corporate Bond Index Fund Vanguard Long-Term Treasury Index Fund
Vanguard Mortgage-Backed Securities Index Fund Vanguard Short-Term Corporate Bond Index Fund Vanguard Short-Term Treasury Index Fund Vanguard Total Corporate Bond ETF Vanguard Total World Bond ETF
Vanguard Specialized Funds
Vanguard Global Capital Cycles Fund
Vanguard Real Estate Index Fund
Vanguard Global ESG Select Stock Fund
Vanguard STAR Funds
Vanguard LifeStrategy Conservative Growth Fund
Vanguard LifeStrategy Growth Fund
Vanguard LifeStrategy Income Fund
Vanguard LifeStrategy Moderate Growth Fund
Vanguard STAR Fund
Vanguard Total International Stock Index Fund
Vanguard Tax-Managed Funds
Vanguard Tax-Managed Balanced Fund
Vanguard Tax-Managed Capital Appreciation Fund
Vanguard Tax-Managed Small-Cap Fund
Vanguard Trustees' Equity Fund
Vanguard Diversified Equity Fund
Vanguard International Value Fund
Vanguard Valley Forge Funds
Vanguard Balanced Index Fund
Vanguard Managed Payout Fund
Vanguard Variable Insurance Funds
Conservative Allocation Portfolio
Equity Index Portfolio
Global Bond Index Portfolio
Mid-Cap Index Portfolio
Moderate Allocation Portfolio
REIT Index Portfolio
Total International Stock Market Index Portfolio
Total Stock Market Index Portfolio
Vanguard Wellington Fund
Vanguard Wellington Fund
Vanguard Whitehall Funds
Vanguard High Dividend Yield Index Fund
Vanguard International Explorer Fund
Vanguard World Fund
Vanguard Extended Duration Treasury Index Fund
Vanguard Global Wellesley Income Fund
Vanguard Global Wellington Fund
Vanguard ESG US Stock ETF
Vanguard ESG International Stock ETF
Bank and each following Customer hereby agree that all of the terms and conditions as set forth in the Agreement except for Sections 2.1 and 2.2 are hereby incorporated by reference with respect to the Trusts and Funds listed below limited to their use of account number P 62749 in Vanguard Directly Managed Securities Lending transactions:
Vanguard Chester Funds
Vanguard PRIMECAP Fund
Vanguard Explorer Fund
Vanguard Explorer Fund
Vanguard Fenway Funds
Vanguard Equity Income Fund
Vanguard PRIMECAP Core Fund
Vanguard Horizon Funds
Vanguard Capital Opportunity Fund
Vanguard Global Equity Fund
Vanguard Strategic Equity Fund
Vanguard Strategic Small-Cap Equity Fund
Vanguard Index Funds
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 Funds
Vanguard Institutional Index Fund
Vanguard Institutional Total Stock Market Index Fund
Vanguard Malvern Funds
Vanguard Capital Value Fund
Vanguard U.S. Value Fund
Vanguard Morgan Growth Fund
Vanguard Morgan Growth Fund
Vanguard Quantitative Funds
Vanguard Growth and Income Fund
Vanguard Structured Broad Market Fund
Vanguard Structured Large-Cap Equity Fund
Vanguard Scottsdale Funds
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 Specialized Funds
Vanguard Dividend Growth Fund
Vanguard Energy Fund
Vanguard Real Estate Index Fund
Vanguard Trustees' Equity Fund
Vanguard Emerging Markets Select Stock Fund
Vanguard International Value Fund
Vanguard Variable Insurance Funds
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 Whitehall Funds
Vanguard Global Minimum Volatility Fund
Vanguard High Dividend Yield Index Fund
Vanguard Mid-Cap Growth Fund
Vanguard Selected Value Fund
Vanguard Windsor Funds
Vanguard Windsor Fund
Vanguard Windsor II Fund
Vanguard World 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
Vanguard Utilities Index Fund
6.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.
IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute and deliver this Amendment as of the date set forth above.
JPMORGAN CHASE BANK, N.A. |
EACH OF THE OPEN-END MANAGEMENT | ||
|
|
INVESTMENT COMPANIES LISTED ON | |
|
|
EXHIBIT 1 HERETO | |
By: |
/s/ Carl Mehldau |
By: |
/s/ Peter C. Mahoney |
Name: |
Carl Mehldau |
Name: |
Peter C. Mahoney |
Title: |
Vice President |
Title: |
Controller |
AMENDMENT TO AMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT
The following is an amendment, dated August 6, 2020, (the "Amendment") to the Amended and Restated Global Custody Agreement, dated August 14, 2017, as amended from time to time (the "Agreement"), by and between JPMorgan Chase Bank, N.A. (the "Bank") and each open-end management investment company listed on Exhibit 1 thereto (each, a "Trust"). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:
7.Exhibit 1. Exhibit 1 to the Agreement is hereby deleted in its entirety and replaced with the following:
Vanguard Admiral Funds
Vanguard S&P 500 Growth Index Fund Vanguard S&P 500 Value Index Fund Vanguard S&P Mid-Cap 400 Growth Index Fund Vanguard S&P Mid-Cap 400 Index Fund Vanguard S&P Mid-Cap 400 Value Index Fund Vanguard S&P Small-Cap 600 Growth Index Fund Vanguard S&P Small-Cap 600 Index Fund Vanguard S&P Small-Cap 600 Value Index Fund
Vanguard Bond Index Funds
Vanguard Inflation-Protected Securities Fund Vanguard Intermediate-Term Bond Index Fund Vanguard Long-Term Bond Index Fund Vanguard Short-Term Bond Index Fund Vanguard Total Bond Market Index Fund Vanguard Total Bond Market II Index Fund
Vanguard Charlotte Funds
Vanguard Global Credit Bond Fund
Vanguard Chester Funds
Vanguard Institutional Target Retirement 2015 Fund Vanguard Institutional Target Retirement 2020 Fund Vanguard Institutional Target Retirement 2025 Fund Vanguard Institutional Target Retirement 2030 Fund Vanguard Institutional Target Retirement 2035 Fund Vanguard Institutional Target Retirement 2040 Fund Vanguard Institutional Target Retirement 2045 Fund Vanguard Institutional Target Retirement 2050 Fund Vanguard Institutional Target Retirement 2055 Fund Vanguard Institutional Target Retirement 2060 Fund Vanguard Institutional Target Retirement 2065 Fund Vanguard Institutional Target Retirement Income Fund Vanguard Target Retirement 2015 Fund
Vanguard Target Retirement 2020 Fund
Vanguard Target Retirement 2025 Fund
Vanguard Target Retirement 2030 Fund
Vanguard Target Retirement 2035 Fund
Vanguard Target Retirement 2040 Fund
Vanguard Target Retirement 2045 Fund
Vanguard Target Retirement 2050 Fund
Vanguard Target Retirement 2055 Fund
Vanguard Target Retirement 2060 Fund
Vanguard Target Retirement 2065 Fund
Vanguard Target Retirement Income Fund
Vanguard Fixed Income Securities Funds
Vanguard GNMA Fund
Vanguard Real Estate II Index Fund
Vanguard Horizon Funds
Vanguard International Core Stock Fund
Vanguard Index Funds
Vanguard Extended Market Index Fund
Vanguard Mid-Cap Growth Index Fund
Vanguard Mid-Cap Index Fund
Vanguard Mid-Cap Value Index Fund
Vanguard Small-Cap Growth Index Fund
Vanguard Small-Cap Index Fund
Vanguard Small-Cap Value Index Fund
Vanguard Total Stock Market Index Fund
Vanguard International Equity Index Funds Vanguard Emerging Markets Stock Index Fund
Vanguard Malvern Funds
Vanguard Core Bond Fund
Vanguard Institutional Intermediate-Term Bond Fund
Vanguard Institutional Short-Term Bond Fund
Vanguard Scottsdale Funds
Vanguard Intermediate-Term Corporate Bond Index Fund Vanguard Intermediate-Term Treasury Index Fund Vanguard Long-Term Corporate Bond Index Fund Vanguard Long-Term Treasury Index Fund
Vanguard Mortgage-Backed Securities Index Fund Vanguard Short-Term Corporate Bond Index Fund Vanguard Short-Term Treasury Index Fund Vanguard Total Corporate Bond ETF Vanguard Total World Bond ETF
Vanguard Specialized Funds
Vanguard Global Capital Cycles Fund
Vanguard Real Estate Index Fund
Vanguard Global ESG Select Stock Fund
Vanguard STAR Funds
Vanguard LifeStrategy Conservative Growth Fund
Vanguard LifeStrategy Growth Fund
Vanguard LifeStrategy Income Fund
Vanguard LifeStrategy Moderate Growth Fund
Vanguard STAR Fund
Vanguard Total International Stock Index Fund
Vanguard Tax-Managed Funds
Vanguard Tax-Managed Balanced Fund
Vanguard Tax-Managed Capital Appreciation Fund
Vanguard Tax-Managed Small-Cap Fund
Vanguard Trustees' Equity Fund
Vanguard Diversified Equity Fund
Vanguard International Value Fund
Vanguard Valley Forge Funds
Vanguard Balanced Index Fund
Vanguard Managed Allocation Fund
Vanguard Variable Insurance Funds
Conservative Allocation Portfolio
Equity Index Portfolio
Global Bond Index Portfolio
Mid-Cap Index Portfolio
Moderate Allocation Portfolio
Real Estate Index Portfolio
Total International Stock Market Index Portfolio
Total Stock Market Index Portfolio
Vanguard Wellington Fund
Vanguard Wellington Fund
Vanguard Whitehall Funds
Vanguard High Dividend Yield Index Fund
Vanguard International Explorer Fund
Vanguard World Fund
Vanguard Extended Duration Treasury Index Fund
Vanguard Global Wellesley Income Fund
Vanguard Global Wellington Fund
Vanguard ESG U.S. Corporate Bond ETF
Vanguard ESG U.S. Stock ETF
Vanguard ESG International Stock ETF
Bank and each following Customer hereby agree that all of the terms and conditions as set forth in the Agreement except for Sections 2.1 and 2.2 are hereby incorporated by reference with respect to the Trusts and Funds listed below limited to their use of account number P 62749 in Vanguard Directly Managed Securities Lending transactions:
Vanguard Chester Funds
Vanguard PRIMECAP Fund
Vanguard Explorer Fund
Vanguard Explorer Fund
Vanguard Fenway Funds
Vanguard Equity Income Fund
Vanguard PRIMECAP Core Fund
Vanguard Horizon Funds
Vanguard Capital Opportunity Fund
Vanguard Global Equity Fund
Vanguard Strategic Equity Fund
Vanguard Strategic Small-Cap Equity Fund
Vanguard Index Funds
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 Funds
Vanguard Institutional Index Fund
Vanguard Institutional Total Stock Market Index Fund
Vanguard Malvern Funds
Vanguard U.S. Value Fund
Vanguard Quantitative Funds
Vanguard Growth and Income Fund
Vanguard Scottsdale Funds
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 Specialized Funds
Vanguard Dividend Growth Fund
Vanguard Energy Fund
Vanguard Real Estate Index Fund
Vanguard Trustees' Equity Fund
Vanguard Emerging Markets Select Stock Fund
Vanguard International Value Fund
Vanguard Variable Insurance Funds
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 Real Estate Index Portfolio
Vanguard Small Company Growth Portfolio
Vanguard International Portfolio
Vanguard Whitehall Funds
Vanguard Global Minimum Volatility Fund
Vanguard High Dividend Yield Index Fund
Vanguard Mid-Cap Growth Fund
Vanguard Selected Value Fund
Vanguard Windsor Funds
Vanguard Windsor Fund
Vanguard Windsor II Fund
Vanguard World 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
Vanguard Utilities Index Fund
8.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.
IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute and deliver this Amendment as of the date set forth above.
JPMORGAN CHASE BANK, N.A. |
EACH OF THE OPEN-END MANAGEMENT | ||
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INVESTMENT COMPANIES LISTED ON | |
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EXHIBIT 1 HERETO | |
By: |
/s/ Carl Mehldau |
By: |
/s/ John Bendl |
Name: |
Carl Mehldau |
Name: |
John Bendl |
Title: |
Vice President |
Title: |
Chief Financial Officer |
THIRD AMENDMENT TO THE AMENDED AND RESTATED GLOBAL CUSTODY
AGREEMENT
This Amendment (this "Amendment") to the AMENDED AND RESTATEDGLOBAL CUSTODY AGREEMENT, dated August 14, 2017, as amended or supplementedas of the date hereof (the "Agreement"), between JPMorgan Chase Bank, N.A. ("Bank") and each open-ended management investment company listed on Exhibit 1 attached hereto (each,a "Trust") is entered into and effective as of January 25 , 2022 (the "Effective Date").
W I T N E S S E T H:
WHEREAS, each Trust and Bank entered into the Agreement pursuant to which Bank provides custody and related services as more fully described therein; and
WHEREAS, the parties now wish to amend the Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereby agree as follows:
1.Definitions. Terms defined in the Agreement shall, save to the extent that the context otherwise requires, bear the same respective meanings in this Amendment.
2.Amendments. The Agreement shall be amended as follows:
a.The current Exhibit 1 is hereby deleted in its entirely and replaced with the revised Exhibit 1 attached hereto.
b.Save as varied by this Amendment, the Agreement is confirmed and shall remain in full force and effect.
3.Representations. Each party represents to the other party that all representations contained in the Agreement are true and accurate as of the date of this Amendment, and that such representations are deemed to be given or repeated by each party, as the case may be, on the date of this Amendment.
4.Entire Agreement. This Amendment and the Agreement and any documents referred to in each of them, constitutes the whole agreement between the parties relating to their subject matter and supersedes and extinguishes any other drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter. If any of the provisions of this Amendment are inconsistent with or in conflict with any of the provisions of theAgreement, then, to the extent of any such inconsistency or conflict, the provisions of this Amendment shall prevail.
5.Counterparts. This Amendment may be executed in several counterparts each of which will be deemed to be an original and together will constitute one and the same agreement.
6.Law and Jurisdiction. This Amendment shall be construed, regulated, and administered under the laws of the United States or State of New York, as applicable, without regard to New York's principles regarding conflict of laws.
[remainder of page intentionally left blank]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written.
EACH OF THE OPEN-END MANAGEMENT
INVESTMENT COMPANIES LISTED ON
SCHEDULE A HERETO
By: /s/Christine M. Buchanan
Name: Christine M. Buchanan
Title: Funds CFO
JPMORGAN CHASE BANK, N.A.
By: /s/Carl Mehldau
Name: Carl Mehldau
Title: Vice President
EXHIBIT 1
Vanguard Admiral Funds
Vanguard S&P 500 Growth Index Fund
Vanguard S&P 500 Value Index Fund
Vanguard S&P Mid-Cap 400 Growth Index Fund Vanguard S&P Mid-Cap 400 Index Fund Vanguard S&P Mid-Cap 400 Value Index Fund Vanguard S&P Small-Cap 600 Growth Index Fund Vanguard S&P Small-Cap 600 Index Fund Vanguard S&P Small-Cap 600 Value Index Fund
Vanguard Bond Index Funds
Vanguard Inflation-Protected Securities Fund Vanguard Intermediate-Term Bond Index Fund Vanguard Long-Term Bond Index Fund Vanguard Short-Term Bond Index Fund Vanguard Total Bond Market Index Fund Vanguard Total Bond Market II Index Fund
Vanguard Charlotte Funds
Vanguard Global Credit Bond Fund
Vanguard Chester Funds
Vanguard Institutional Target Retirement 2015 Fund Vanguard Institutional Target Retirement 2020 Fund Vanguard Institutional Target Retirement 2025 Fund Vanguard Institutional Target Retirement 2030 Fund Vanguard Institutional Target Retirement 2035 Fund Vanguard Institutional Target Retirement 2040 Fund Vanguard Institutional Target Retirement 2045 Fund Vanguard Institutional Target Retirement 2050 Fund Vanguard Institutional Target Retirement 2055 Fund Vanguard Institutional Target Retirement 2060 Fund Vanguard Institutional Target Retirement 2065 Fund Vanguard Institutional Target Retirement Income Fund Vanguard Target Retirement 2015 Fund Vanguard Target Retirement 2020 Fund Vanguard Target Retirement 2025 Fund Vanguard Target Retirement 2030 Fund Vanguard Target Retirement 2035 Fund Vanguard Target Retirement 2040 Fund Vanguard Target Retirement 2045 Fund Vanguard Target Retirement 2050 Fund Vanguard Target Retirement 2055 Fund Vanguard Target Retirement 2060 Fund Vanguard Target Retirement 2065 Fund Vanguard Target Retirement Income Fund
Vanguard Fixed Income Securities Funds
Vanguard GNMA Fund
Vanguard Real Estate II Index Fund
Vanguard Horizon Funds
Vanguard International Core Stock Fund
Vanguard Index Funds
Vanguard Extended Market Index Fund
Vanguard Mid-Cap Growth Index Fund
Vanguard Mid-Cap Index Fund
Vanguard Mid-Cap Value Index Fund
Vanguard Small-Cap Growth Index Fund
Vanguard Small-Cap Index Fund
Vanguard Small-Cap Value Index Fund
Vanguard Total Stock Market Index Fund
Vanguard International Equity Index Funds Vanguard Emerging Markets Stock Index Fund
Vanguard Malvern Funds
Vanguard Core Bond Fund
Vanguard Institutional Intermediate-Term Bond Fund
Vanguard Institutional Short-Term Bond Fund
Vanguard Multi-Sector Income Bond Fund
Vanguard Core-Plus Bond Fund
Vanguard Scottsdale Funds
Vanguard Intermediate-Term Corporate Bond Index Fund Vanguard Intermediate-Term Treasury Index Fund Vanguard Long-Term Corporate Bond Index Fund Vanguard Long-Term Treasury Index Fund Vanguard Mortgage-Backed Securities Index Fund Vanguard Short-Term Corporate Bond Index Fund Vanguard Short-Term Treasury Index Fund Vanguard Total Corporate Bond ETF
Vanguard Total World Bond ETF
Vanguard Specialized Funds
Vanguard Global Capital Cycles Fund
Vanguard Real Estate Index Fund
Vanguard Global ESG Select Stock Fund
Vanguard ST AR Funds
Vanguard LifeStrategy Conservative Growth Fund
Vanguard LifeStrategy Growth Fund
Vanguard LifeStrategy Income Fund
Vanguard LifeStrategy Moderate Growth Fund
Vanguard STAR Fund
Vanguard Total International Stock Index Fund
Vanguard Tax-Managed Funds
Vanguard Tax-Managed Balanced Fund
Vanguard Tax-Managed Capital Appreciation Fund
Vanguard Tax-Managed Small-Cap Fund
Vanguard Trustees' Equity Fund
Vanguard Diversified Equity Fund
Vanguard International Value Fund
Vanguard Valley Forge Funds
Vanguard Balanced Index Fund
Vanguard Managed Allocation Fund
Vanguard Variable Insurance Funds
Conservative Allocation Portfolio
Equity Index Portfolio
Global Bond Index Portfolio Mid-Cap Index Portfolio
Moderate Allocation PortfolioReal Estate Index Portfolio
Total International Stock Market Index Portfolio
Total Stock Market Index Portfolio
Vanguard Wellington Fund
Vanguard Wellington Fund
Vanguard Whitehall Funds
Vanguard High Dividend Yield Index Fund
Vanguard International Explorer Fund
Vanguard Advice Select International Growth Fund
Vanguard Advice Select Dividend Growth Fund
Vanguard Advice Select Global Value Fund
Vanguard China Select Stock Fund
Vanguard World Fund
Vanguard Extended Duration Treasury Index Fund
Vanguard Global Wellesley Income Fund
Vanguard Global Wellington Fund
Vanguard ESG U.S. Corporate Bond ETF
Vanguard ESG U.S. Stock ETF
Vanguard ESG International Stock ETF
Bank and each following Customer hereby agree that all of the terms and conditions as set forth in the Agreement except for Sections 2.1 and 2.2 are hereby incorporated by reference with respect to the Trusts and Funds listed below limited to their use of account number P 62749 in Vanguard Directly Managed Securities Lending transactions:
Vanguard Chester Funds
Vanguard PRIMECAP Fund
Vanguard Explorer Fund
Vanguard Explorer Fund
Vanguard Fenway Funds
Vanguard Equity Income Fund
Vanguard PRIMECAP Core Fund
Vanguard Horizon Funds
Vanguard Capital Opportunity Fund
Vanguard Global Equity Fund
Vanguard Strategic Equity Fund
Vanguard Strategic Small-Cap Equity Fund
Vanguard Index Funds
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 Funds
Vanguard Institutional Index Fund
Vanguard Institutional Total Stock Market Index Fund
Vanguard Quantitative Funds
Vanguard Growth and Income Fund
Vanguard Scottsdale Funds Vanguard Explorer Value Fund Vanguard Russell I 000 Index Fund Vanguard Russell 1000 Value Index Fund Vanguard Russell I 000 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 Specialized Funds
Vanguard Dividend Growth Fund
Vanguard Energy Fund
Vanguard Real Estate Index Fund
Vanguard Trustees' Equity Fund
Vanguard Emerging Markets Select Stock Fund
Vanguard International Value Fund
Vanguard Variable Insurance Funds
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 Real Estate Index Portfolio
Vanguard Small Company Growth Portfolio
Vanguard International Portfolio
Vanguard Whitehall Funds
Vanguard Global Minimum Volatility Fund
Vanguard High Dividend Yield Index Fund
Vanguard Mid-Cap Growth Fund
Vanguard Selected Value Fund
Vanguard Advice Select International Growth Fund
Vanguard Advice Select Dividend Growth Fund
Vanguard Advice Select Global Value Fund
Vanguard China Select Stock Fund
Vanguard Windsor Funds
Vanguard Windsor Fund
Vanguard Windsor II Fund
Vanguard World 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
FORM OF RULE 12d1-4
FUND OF FUNDS INVESTMENT AGREEMENT
THIS AGREEMENT, dated as of , [between/among] the [Trust Name(s)], on behalf of [itself/themselves] and [its/their] separate series listed on Schedule A (each, an “Investing Fund”), severally and not jointly, and the investment trusts listed on Schedule A, on behalf of themselves and their respective series also listed on Schedule A, severally and not jointly (each, a “Vanguard Fund” and together with the Investing Funds, the “Funds”).
WHEREAS, each Fund is registered with the U.S. Securities and Exchange Commission (“SEC”) as an investment company under the Investment Company Act of 1940, as amended, (the “1940 Act”);
WHEREAS, Section 12(d)(1)(A) of the 1940 Act limits the extent to which a registered investment company may invest in shares of other registered investment companies, Section 12(d)(1)(B) limits the extent to which a registered open-end investment company, its principal underwriter (“Distributor”) or registered brokers or dealers (“Brokers”) may knowingly sell shares of such registered investment company to other investment companies, and Section 12(d)(1)(C) limits the extent to which an investment company may invest in the shares of a registered closed-end investment company;
WHEREAS, Rule 12d1-4 under the 1940 Act (the “Rule”) permits (i) registered investment companies, such as the Investing Funds, to invest in shares of other registered investment companies, such as the Vanguard Funds, in excess of the limits of Section 12(d)(1)(A) of the 1940 Act, and (ii) registered investment companies, such as the Vanguard Funds, as well as the Distributor and Brokers, knowingly to sell shares of the Vanguard Funds to the Investing Funds in excess of the limits of Section 12(d)(1)(B) of the 1940 Act, subject to compliance with the conditions of the Rule;
WHEREAS, an Investing Fund may, from time to time, invest in shares of one or more Vanguard Funds in excess of the limitations of Section 12(d)(1)(A) in reliance on the Rule; and
WHEREAS, a Vanguard Fund, Distributor, or Broker, from time to time, may knowingly sell Shares of one or more Vanguard Funds to an Investing Fund in excess of the limitations of Section 12(d)(1)(B) in reliance on the Rule;
NOW THEREFORE, in accordance with the Rule, the Investing Fund[s] and the Vanguard Fund[s] desire to set forth the following terms pursuant to which the Investing Fund[s] may invest in the Vanguard Fund[s] in reliance on the Rule and the Vanguard Funds, Distributor, or Broker may sell shares of the Vanguard Funds to the Investing Funds in reliance on the Rule.
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1. |
Terms of Investment |
(a) With respect to investments in Vanguard Funds that operate as exchange-traded funds (“Vanguard ETFs”), the Funds note that each Vanguard ETF is designed to accommodate large investments and redemptions, whether from Investing Funds or other investors. Creation and redemption orders for shares of the Vanguard ETFs can only be submitted by Brokers or other participants of a registered clearing agency (collectively, “Authorized Participants”) that have entered into an agreement (“Authorized Participant Agreement”) with the Vanguard ETFs’ distributor to transact in shares of the Vanguard ETFs. The Vanguard ETFs also have policies and procedures (the “Basket Policies”) that have been adopted pursuant to Rule 6c-11 under the 1940 Act, which govern creations and redemptions of the Vanguard ETFs’ shares. Any creation or redemption order submitted by an Investing Fund through an Authorized Participant will be satisfied pursuant to the Basket Policies and the relevant Authorized Participant Agreement. The Basket Policies include provisions that govern in-kind creations and redemptions, as well as cash transactions. In any event, the Funds generally expect that the Investing Funds will transact in shares in the Vanguard ETFs on the secondary market rather than through direct creation and redemption transactions with the Vanguard ETF. The Funds believe that these material terms regarding an Investing Fund’s investment in shares of a Vanguard ETF should assist the Vanguard ETF’s investment adviser, the Vanguard Group Inc. (“Vanguard), with making the required findings under the Rule.
(b) In order to help reasonably address the risk of undue influence on a Vanguard Fund that operates as a mutual fund (“Vanguard Mutual Fund”) by an Investing Fund, and to assist Vanguard with making the required findings under the Rule, each Investing Fund and each Vanguard Mutual Fund agree as follows:
(i) In-kind redemptions. The Investing Fund acknowledges and agrees that, if and to the extent consistent with the Vanguard Mutual Fund’s registration statement, as amended from time to time, the Vanguard Mutual Fund may honor any redemption request partially or wholly in-kind.
(ii) Timing/advance notice of redemptions. The Investing Fund will use reasonable efforts to spread large redemption requests over multiple days or to provide advance notification of redemption requests to the Vanguard Mutual Fund(s).
(iii) Scale of investment. Upon a reasonable request by a Vanguard Mutual Fund, the Investing Fund will provide summary information regarding the anticipated timeline of its investment in the Vanguard Mutual Fund and the scale of its contemplated investments in the Vanguard Mutual Fund.
(c) In order to assist the Investing Fund’s investment adviser with evaluating the complexity of the structure and fees and expenses associated with an investment in a Vanguard Fund, each Vanguard Fund shall provide each Investing Fund with information on the fees and expenses of the Vanguard Fund reasonably requested by the Investing Fund with reference to the Rule.
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2. |
Representations of the Vanguard Funds. |
In connection with any investment by an Investing Fund in a Vanguard Fund in excess of the limitations in Section 12(d)(1)(A) or knowing sale of shares by a Vanguard Fund, Distributor, or Broker to an Investing Fund in excess of the limitations in Section 12(d)(1)(B), the Vanguard Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to Vanguard Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Investing Fund if such Vanguard Fund fails to comply with the Rule with respect to an investment by the Investing Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.
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Representations of the Investing Funds. |
In connection with any investment by an Investing Fund in a Vanguard Fund in excess of the limitations in Section 12(d)(1)(A) or knowing sale of Shares by a Vanguard Fund, Distributor, or Broker to an Investing Fund in excess of the limitations in Section 12(d)(1)(B), the Investing Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to Investing Funds; (ii) comply with its obligations under this Agreement; (iii) promptly notify the Vanguard Fund when it has invested in the Vanguard Fund in an amount which exceeds the limitations in Section 12(d)(1)(A); and (iv) promptly notify the Vanguard Fund if such Investing Fund fails to comply with the Rule with respect to its investment in such Vanguard Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.
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Indemnification. |
(a) Each Investing Fund, severally and not jointly, agrees to hold harmless, indemnify and defend the Vanguard Funds, including any principals, directors or trustees, officers, employees and agents (“Vanguard Agents”), against and from any and all losses, costs, expenses or liabilities incurred by or claims or actions (“Claims”) asserted against the Vanguard Fund, including any Vanguard Agents, to the extent such Claims result from (i) a violation or alleged violation of any provision of this Agreement or (ii) a violation or alleged violation of the terms and conditions of the Rule, as applicable, in each case by the Investing Fund, its principals, directors or trustees, officers, employees, agents, advisers or if applicable, subadvisers.
(b) The Vanguard Funds, severally and not jointly, agree to hold harmless, indemnify and defend each Investing Fund, including any principals, directors or trustees, officers, employees and agents (“Investing Fund Agents”), against and from any and all losses, costs, expenses or liabilities incurred by or Claims asserted against an Investing Fund, including any Investing Fund Agents, to the extent such Claims result from (i) a violation or alleged violation of any provision of this Agreement or (ii) a violation or alleged violation of the terms and conditions of the Rule, as applicable, in each case by the Vanguard Fund, its principals, directors or trustees, officers, employees, agents or advisers.
(c) Any indemnification pursuant to this Section shall include any reasonable counsel fees and expenses incurred in connection with investigating and/or defending the applicable Claims. In any action involving the Vanguard Funds under this Agreement, each Investing Fund agrees to look solely to the individual Vanguard Fund(s) that [is/are] involved in the matter in controversy and not to any other series of the Vanguard Funds.
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Notices |
All notices, including all information that either party is required to provide under the terms of this Agreement and the Rule, shall be in writing and shall be delivered by registered or overnight mail, facsimile, or electronic mail to the address for each party specified below.
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If to an Investing Fund: |
If to a Vanguard Fund: |
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[Name] c/o [Company] [Address] [City, State, Zip] Fax: Email:
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[Name] c/o [Company] [Address] [City, State, Zip] Fax: Email:
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6. |
Term and Termination; Governing Law; Dispute Resolution |
(a) This Agreement shall be effective for the duration of the Vanguard Funds’ and the Investing Funds’ reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time. While the terms of the Agreement shall only be applicable to investments in Funds made in reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time, the Agreement shall continue in effect until terminated pursuant to Section 6(b).
(b) This Agreement shall continue, in its entirety or with respect to any particular Investing Fund or Vanguard Fund, until terminated in writing by any party upon 60 days’ written notice to the other parties. Upon termination of this Agreement, no Investing Fund may purchase additional shares of a Vanguard Fund beyond the Section 12(d)(1)(A) limits in reliance on the Rule. Upon termination of this Agreement with respect to any particular Investing Fund or Vanguard Fund, the parties may not rely on the Rule with respect to any investment by such terminated Investing Fund in Shares of Vanguard Funds or investment in Shares of such terminated Vanguard Fund by Investing Funds.
(c) This Agreement will be governed by Pennsylvania law without regard to choice of law principles.
(d) Any dispute arising out of or related to this Agreement which cannot be resolved through discussions between the parties shall be settled by binding arbitration before a panel of three arbitrators in accordance with and subject to the Commercial Arbitration Rules of the American Arbitration Association then applicable. Unless otherwise agreed upon by the parties, the arbitration hearings will be held in Philadelphia, Pennsylvania.
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Miscellaneous |
(a) This Agreement may not be assigned by either party without the prior written consent of the other. In the event either party assigns this Agreement to a third party as provided in this Section, such third party shall be bound by the terms and conditions of this Agreement applicable to the assigning party. Any assignment in contravention of this Section shall be null and void.
(b) Except as expressly set forth herein, nothing in this Agreement shall confer any rights upon any person or entity other than the parties hereto and their respective successors and permitted assigns.
(c) This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. This Agreement shall become binding when any two or more counterparts thereof, individually or taken together, bear the signatures of both parties hereto. For purposes hereof, a facsimile copy of this Agreement, including the signature pages hereto, shall be deemed an original.
(d) With the exception of Schedule A, which may be amended via email notification to the contact identified in Section 5 of this Agreement, no amendment, modification, or supplement of any provision of this Agreement will be valid or effective unless made in writing in the manner provided by Section 5 and signed by a duly authorized representative of each party.
(e) The effectiveness of this Agreement shall be deemed to constitute the termination as of the date first written above of any and all prior agreements between Investing Funds and Vanguard Funds that relates to the investment by any Investing Funds in any Vanguard Funds in reliance on a participation agreement, exemptive order or other arrangement among the parties intended to achieve compliance with Section 12(d)(1) of the 1940 Act (the “Prior Section 12 Agreements”). The parties hereby waive any notice provisions, conditions to termination, or matters otherwise required to terminate such Prior Section 12 Agreements.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
Vanguard Funds
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Name of Authorized Signer |
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Signature |
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Title: |
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[Investing Funds’ Registrant(s)]
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Name of Authorized Signer |
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Signature |
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SCHEDULE A
List of Funds to Which the Agreement Applies
Investing FundsVanguard Funds
1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of Vanguard Wellington Fund of our reports dated January 19, 2022, relating to the financial statements and financial highlights, which appear in Vanguard U.S. Liquidity Factor ETF, Vanguard U.S. Minimum Volatility ETF, Vanguard U.S. Momentum Factor ETF, Vanguard U.S. Multifactor ETF, Vanguard U.S. Multifactor Fund, Vanguard U.S. Quality Factor ETF, Vanguard U.S. Value Factor ETF and Vanguard Wellington Fund’s Annual Reports on Form N-CSR for the year ended November 30, 2021. We also consent to the references to us under the headings “Financial Statements”, “Service Providers—Independent Registered Public Accounting Firm” and “Financial Highlights” in such Registration Statement.
/s/PricewaterhouseCoopers LLP Philadelphia, Pennsylvania March 28, 2022
VANGUARD FUNDS
MULTIPLE CLASS PLAN
I.INTRODUCTION
This Multiple Class Plan (the "Plan") describes seven separate classes of shares that may be offered by investment company members of The Vanguard Group of Mutual Funds (collectively the "Funds," individually a "Fund"). The Plan has been adopted pursuant to Rule 18f-3 under the Investment Company Act of 1940 (the "1940 Act") to allow each Fund to offer multiple classes of shares in a manner permitted by Rule 18f-3, subject to the requirements imposed by the Rule. Each Fund may offer any one or more of the specified classes.
The Plan has been approved by the Board of Directors of The Vanguard Group, Inc. ("VGI"). In addition, the Plan has been adopted by a majority of the Board of Trustees of each Fund ("Fund Board"), including a majority of the Trustees who are not interested persons of each Fund. The classes of shares offered by each Fund are designated in Schedule A hereto, as such Schedule may be amended from time to time.
II.SHARE CLASSES
A Fund may offer any one or more of the following share classes:
Investor Shares
Admiral Shares
Institutional Shares
Institutional Plus Shares
Institutional Select Shares
ETF Shares
Transition Shares
III.DISTRIBUTION, AVAILABILITY AND ELIGIBILITY
Distribution arrangements for all classes are described below. Distribution arrangements vary by VGI business line depending on the eligibility of the client segments to whom they market. Each Fund retains sole discretion in determining share class availability, and VGI retains discretion in determining whether Fund shares shall be offered either directly or through certain financial intermediaries, or on certain financial intermediary platforms. Eligibility requirements for purchasing shares of each class will differ, as follows:
A.Investor Shares
Investor Shares of actively-managed Funds generally will be available to investors who are not permitted to purchase other classes of shares, subject to the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. It is expected that the minimum investment amount for Investor Shares of actively-managed Funds will normally be lower than the amount required for any other class of shares of such Funds. Investor Shares of actively-
1
managed Funds are typically distributed by all VGI business lines. Investor Shares of index Funds generally will be available to Funds that operate as a Fund-of-Funds and certain retirement plan clients receiving recordkeeping services from VGI.
B.Admiral Shares
Admiral Shares generally will be available to retail, institutional, and other investors who meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. These eligibility requirements may include, but are not limited to the following factors: (i) the total amount invested in the Fund; or (ii) any other factors deemed appropriate by a Fund's Board. Admiral Shares are typically distributed by all VGI business lines.
C.Institutional Shares
Institutional Shares generally will be available to institutional and other investors who meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. It is expected that the minimum investment amount per account for Institutional Shares will be substantially higher than the amounts required for Investor Shares or Admiral Shares. Institutional Shares are typically distributed by Vanguard's financial advisory services and institutional business lines.
D.Institutional Plus Shares
Institutional Plus Shares generally will be available to institutional and other investors who meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. It is expected that the minimum investment amount for Institutional Plus Shares will be substantially higher than the amount required for Institutional Shares. Institutional Plus Shares are typically distributed by VGI's financial advisory services and institutional business lines.
E.Institutional Select Shares
Institutional Select Shares generally will be available to institutional investors who meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. It is expected that the minimum investment amount for Institutional Select Shares will be the highest among all Fund share classes. Institutional Select Shares are typically distributed by VGI's institutional business line.
F.ETF Shares
A Fund will sell ETF Shares to investors that are (or who purchase through) Authorized Participants and who generally pay for their ETF shares by depositing a prescribed basket consisting predominantly of securities with the Fund. An Authorized Participant is an institution, usually a broker-dealer, that is a participant in the Depository Trust Company (DTC) and that has executed a Participant Agreement with the Fund's distributor. Additional eligibility requirements may be specified in
2
Schedule B hereto, as such Schedule may be amended from time to time. Investors who are not Authorized Participants may buy and sell ETF shares through various exchanges and market centers. ETF Shares are typically distributed by all VGI business lines.
G.Transition Shares
Transition Shares generally will be available solely to Funds that operate as Funds-of-Funds and meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. Transition Shares are only internally distributed.
IV. SERVICE ARRANGEMENTS
Shareholders in all share classes will receive a range of shareholder services provided by VGI. These services may include transaction processing and shareholder recordkeeping, as well as the mailing of updated prospectuses, shareholder reports, tax statements, confirmation statements, quarterly portfolio summaries, and other items. Each share class will bear its proportionate share of VGI's cost of providing such services in accordance with Section VI of the Plan.
V.CONVERSION FEATURES
A. Self-Directed Conversions
1.Conversion into Investor Shares, Admiral Shares, Institutional Shares, Institutional Plus Shares, and Institutional Select Shares. Shareholders may conduct self-directed conversions from one share class into another share class of the same Fund for which they are eligible. Self-directed conversions may be initiated by the shareholder; however, depending upon the particular share class and the complexity of the shareholder's accounts, such conversions may require the assistance of a VGI representative. Shareholders may convert from one share class into another share class provided that following the conversion the shareholder meets the then applicable eligibility requirements for the share class into which they are converting. Any such conversion will occur at the respective net asset values of the share classes next calculated after VGI's receipt of the shareholder's request in good order.
2.Conversion into ETF Shares. Except as otherwise provided, a shareholder may convert Investor Shares, Admiral Shares, or Institutional Shares into ETF Shares of the same Fund (if available), provided that: (i) the share class out of which the shareholder is converting and the ETF Shares declare and distribute dividends on the same schedule; (ii) the shares to be converted are not held through an employee benefit plan; and (iii) following the conversion, the shareholder will hold ETF Shares through a brokerage account. Any such conversion will occur at the respective net asset values of the share classes next calculated after VGI's receipt of the shareholder's request in good order. VGI or the Fund may charge an administrative fee to process conversion transactions.
3
B.Automatic Conversions
1.Automatic conversion into Admiral Shares. VGI may automatically convert Investor Shares into Admiral Shares of the same Fund (if available), provided that following the conversion the shareholder meets the eligibility requirements for Admiral Shares. Any such conversion will occur at the respective net asset values of the share classes next calculated after VGI's conversion without the imposition of any charge. Such automatic conversions may occur on a periodic, or one-time basis. Automatic conversions may not apply to certain financial types of accounts (e.g., accounts held through certain intermediaries, or other accounts as may be excluded by VGI management).
2.Automatic conversion into Institutional Shares, Institutional Plus Shares, or Institutional Select Shares. VGI may conduct automatic conversions of any share class into either Institutional Shares, Institutional Plus Shares, or Institutional Select Shares in accordance with then-current eligibility requirements.
C.Involuntary Conversions and Cash Outs
1.Cash Outs. If a shareholder in any class of shares no longer meets the eligibility requirements for such shares, the Fund may, if permitted under applicable law, cash out the shareholder's remaining account balance. Any such cash out will be preceded by written notice to the shareholder and will be subject to the Fund's normal redemption fees, if any.
2.Conversion of Admiral Shares, Institutional Shares, and Institutional Plus Shares. If a shareholder no longer meets the eligibility requirements for the share class currently held, the Fund may convert the shareholder's holdings into the share class for which such shareholder is eligible. Any such conversion will be preceded by written notice to the shareholder and will occur at the respective net asset values of the share classes without the imposition of any sales load, fee, or other charge.
3.Conversions of Transition Shares. When a Fund that issues Transition Shares has completed the relevant portfolio transition, the Fund will convert the Transition Shares to another share class of the same Fund as appropriate, based on the eligibility requirements of such class as specified in Schedule B hereto, as such Schedule may be amended from time to time.
VI. EXPENSE ALLOCATION AMONG CLASSES
A.Background
VGI is a jointly-owned subsidiary of the Funds. VGI provides the Funds, on an at-cost basis, virtually all of their corporate management, administrative, and distribution services. VGI also may provide investment advisory services on an at-cost basis to the Funds. VGI was established and operates pursuant to a Funds'
4
Service Agreement between itself and the Funds (the "Agreement"), and pursuant to certain exemptive orders granted by the U.S. Securities and Exchange Commission ("Exemptive Orders"). VGI's direct and indirect expenses of providing corporate management, administrative, and distribution services to the Funds are allocated among such Funds in accordance with methods specified in the Agreement or such other methods as may be approved by the Board of Directors of VGI ("VGI Board") as permitted under the Agreement and by the Fund Board.1
B.Class Specific Expenses
1.Expenses for Account-Based Services. Expenses associated with
VGI's provision of account-based services to the Funds will be allocated among the share classes of each Fund on the basis of the amount incurred by each such class as follows:
(a)Account maintenance expenses. Expenses associated with the maintenance of investor accounts will be proportionately allocated among each Fund's share classes based upon a monthly determination of the costs to service each class of shares. Factors considered in this determination are (i) the percentage of total shareholder accounts represented by each class and (ii) the relative percentage of total net assets of each class.
(b)Expenses of special servicing arrangements. Expenses relating to any special servicing arrangements for a specific class will be proportionally allocated among each eligible Fund's share classes primarily based on their percentage of total shareholder accounts receiving the special servicing arrangements.
(c)Literature production and mailing expenses. Expenses associated with shareholder reports, proxy materials and other literature will be allocated among each Fund's share classes based upon the number of such items produced and mailed for each class.
2.Other Class Specific Expenses. Expenses for the primary benefit of a particular share class will be allocated to that share class. Such expenses would include any legal fees attributable to a particular class.
C.Fund-Wide Expenses
1.Marketing and Distribution Expenses. Each share class will bear marketing and distribution expenses proportionate to the marketing and distribution expenses of the business lines that distribute that share class.
1In accordance with the methods set out in the Agreement and VGI Board and Fund Board approved methods, the expenses that would otherwise have been allocated to each Fund that operates as a Fund-of-Funds are reallocated to the approved share class of the underlying Funds in the Fund-of-Funds' portfolio on a pro rata basis based on the Fund-of-Fund's relative net assets invested in the underlying Fund's share class.
5
Retail and institutional businesses expenses will be allocated based on the percentage of client accounts in each share class serviced by the respective business. Financial advisory service expenses will be apportioned based on the percentage of assets in each share class.
Expenses associated with each share class will be allocated only among the Funds that have such share class according to the "Vanguard Modified Formula," with each share class or each Fund treated as if it were a separate Fund. The Vanguard Modified Formula is set forth in the Agreement and in certain of the SEC Exemptive Orders. This allocation has been deemed an appropriate allocation methodology by each Fund Board under paragraph (c)(1)(v) of Rule 18f-3 under the 1940 Act.
2.Asset Management Expenses. Expenses associated with management of a Fund's assets (including all advisory, tax preparation, and custody fees) will be allocated among the Fund's share classes on the basis of their relative net assets.
3.Other Fund Expenses. Any other Fund expenses not described above will be allocated among the share classes on the basis of their relative net assets.
VII. ALLOCATION OF INCOME, GAINS, AND LOSSES
Income, gains, and losses will be allocated among each Fund's share classes on the basis of their relative net assets. As a result of differences in allocated expenses, it is expected that the net income of, and dividends payable to, each class of shares will vary. Dividends and distributions paid to each class of shares will be calculated in the same manner, on the same day and at the same time.
VIII. VOTING AND OTHER RIGHTS
Each share class will have: (i) exclusive voting rights on any matter submitted to shareholders that relates solely to its service or distribution arrangements; and (ii) separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of the other class; and (iii) in all other respects the same rights, obligations, and privileges as each other, except as described in the Plan.
IX. AMENDMENTS
All material amendments to the Plan must be approved by a majority of the Board of Trustees of each Fund, including a majority of the Trustees who are not interested persons of the Fund. In addition, any material amendment to the Plan must be approved by the Board of Directors of VGI.
Original Board Approval: July 21, 2000
Last Approved by Board: December 17, 2021
6
SCHEDULE A to
VANGUARD FUNDS MULTIPLE CLASS PLAN
Note: Transition Shares, when offered by a Fund, are available for a limited period of time and are then converted into another share class. For this reason, Transition Shares are not shown on Schedule A.
Vanguard Fund |
Share Classes Authorized |
| |
Vanguard Admiral Funds |
|
| |
• |
Treasury Money Market Fund |
Investor | |
• S&P 500 Value Index Fund |
Institutional, ETF | ||
• S&P 500 Growth Index Fund |
Institutional, ETF | ||
• S&P Mid-Cap 400 Index Fund |
Institutional, ETF | ||
• S&P Mid-Cap 400 Value Index Fund |
Institutional, ETF | ||
• S&P Mid-Cap 400 Growth Index Fund |
Institutional, ETF | ||
• S&P Small-Cap 600 Index Fund |
Institutional, ETF | ||
• S&P Small-Cap 600 Value Index Fund |
Institutional, ETF | ||
• S&P Small-Cap 600 Growth Index Fund |
Institutional, ETF | ||
Vanguard Bond Index Funds |
|
| |
• Short-Term Bond Index Fund |
Investor, Admiral, Institutional, | ||
• Intermediate-Term Bond Index Fund |
Institutional Plus, ETF | ||
Investor, Admiral, Institutional, Institutional | |||
|
|
Plus, ETF | |
• Long-Term Bond Index Fund |
Admiral, Institutional, Institutional Plus, | ||
|
|
ETF | |
• Total Bond Market Index Fund |
Investor, Admiral, Institutional, Institutional | ||
• Total Bond Market II Index Fund |
Plus, Institutional Select, ETF | ||
Investor, Institutional | |||
• |
Inflation-Protected Securities Fund |
Investor, Admiral, Institutional | |
• |
Ultra-Short Bond ETF |
ETF | |
Vanguard California Tax-Free Funds |
|
| |
• Municipal Money Market Fund |
Investor | ||
• |
Intermediate-Term Tax-Exempt Fund |
Investor, Admiral | |
• |
Long-Term Tax-Exempt Fund |
Investor, Admiral | |
Vanguard Charlotte Funds |
|
| |
• Total International Bond Index Fund |
Investor, Admiral, Institutional, | ||
|
|
Institutional Select, ETF | |
• Global Credit Bond Fund |
Investor, Admiral | ||
• Total International Bond II Index Fund |
Investor, Admiral, Institutional | ||
1
Vanguard Fund |
Share Classes Authorized |
Vanguard Chester Funds |
| |
• |
PRIMECAP Fund |
Investor, Admiral |
• Target Retirement Income Fund |
Investor | |
• Target Retirement 2015 Fund |
Investor | |
• Target Retirement 2020 Fund |
Investor | |
• Target Retirement 2025 Fund |
Investor | |
• Target Retirement 2030 Fund |
Investor | |
• Target Retirement 2035 Fund |
Investor | |
• Target Retirement 2040 Fund |
Investor | |
• Target Retirement 2045 Fund |
Investor | |
• Target Retirement 2050 Fund |
Investor | |
• Target Retirement 2055 Fund |
Investor | |
• Target Retirement 2060 Fund |
Investor | |
• Target Retirement 2065 Fund |
Investor | |
Vanguard Explorer Fund |
Investor, Admiral | |
Vanguard Fenway Funds |
| |
• |
Equity Income Fund |
Investor, Admiral |
• |
PRIMECAP Core Fund |
Investor |
Vanguard Fixed Income Securities Funds |
| |
• |
Ultra-Short-Term Bond Fund |
Investor, Admiral |
• Real Estate II Index Fund |
Institutional Plus | |
• |
Short-Term Treasury Fund |
Investor, Admiral |
• |
Short-Term Federal Fund |
Investor, Admiral |
• |
Short-Term Investment-Grade Fund |
Investor, Admiral, Institutional |
• |
Intermediate-Term Treasury Fund |
Investor, Admiral |
• |
Intermediate-Term Investment-Grade Fund |
Investor, Admiral |
• |
GNMA Fund |
Investor, Admiral |
• |
Long-Term Treasury Fund |
Investor, Admiral |
• |
Long-Term Investment-Grade Fund |
Investor, Admiral |
• |
High-Yield Corporate Fund |
Investor, Admiral |
Vanguard Horizon Funds |
| |
• |
Capital Opportunity Fund |
Investor, Admiral |
• |
Global Equity Fund |
Investor |
• |
Strategic Equity Fund |
Investor |
• |
Strategic Small-Cap Equity Fund |
Investor |
• International Core Stock Fund |
Investor, Admiral | |
2
Vanguard Fund |
Share Classes Authorized |
| |
Vanguard Index Funds |
|
| |
• |
500 Index Fund |
Investor, Admiral, Institutional Select, ETF | |
• Extended Market Index Fund |
Investor, Admiral, Institutional, | ||
• |
|
Institutional Plus, Institutional Select, ETF | |
Growth Index Fund |
Investor, Admiral, Institutional, ETF | ||
• |
Large-Cap Index Fund |
Investor, Admiral, Institutional, ETF | |
• Mid-Cap Growth Index Fund |
Investor, Admiral, ETF | ||
• |
Mid-Cap Index Fund |
Investor, Admiral, Institutional, | |
• Mid-Cap Value Index Fund |
Institutional Plus, ETF | ||
Investor, Admiral, ETF | |||
• Small-Cap Growth Index Fund |
Investor, Admiral, Institutional, ETF | ||
• |
Small-Cap Index Fund |
Investor, Admiral, Institutional, | |
• Small-Cap Value Index Fund |
Institutional Plus, ETF | ||
Investor, Admiral, Institutional, ETF | |||
• Total Stock Market Index Fund |
Investor, Admiral, Institutional, Institutional | ||
• |
|
Plus, Institutional Select, ETF | |
Value Index Fund |
Investor, Admiral, Institutional, ETF | ||
Vanguard Institutional Index Funds |
|
| |
• |
Institutional Index Fund |
Institutional, Institutional Plus | |
• Institutional Total Stock Market Index Fund |
Institutional, Institutional Plus | ||
Vanguard International Equity Index Funds |
|
| |
• Emerging Markets Stock Index Fund |
Investor, Admiral, Institutional, | ||
|
|
Institutional Plus | |
|
FTSE Emerging Markets ETF |
ETF | |
• European Stock Index Fund |
Investor, Admiral, Institutional, | ||
|
|
Institutional Plus | |
|
FTSE Europe ETF |
ETF | |
• FTSE All-World ex US Index Fund |
Admiral, Institutional, Institutional | ||
|
|
Plus, ETF | |
• Pacific Stock Index Fund |
Investor, Admiral, Institutional | ||
|
FTSE Pacific ETF |
ETF | |
• Total World Stock Index Fund |
Admiral, Institutional, ETF | ||
• FTSE All World ex-US Small-Cap Index Fund |
Admiral, Institutional, ETF | ||
• Global ex-U.S. Real Estate Index Fund |
Admiral, Institutional, ETF | ||
3
Vanguard Fund |
Share Classes Authorized |
Vanguard Malvern Funds
•Short-Term Inflation-Protected Securities
|
Index Fund |
Investor, Admiral, Institutional, ETF |
• Institutional Short-Term Bond Fund |
Institutional Plus | |
• |
Institutional Intermediate-Term Bond Fund |
Institutional Plus |
• |
Core Bond Fund |
Investor, Admiral |
• Emerging Markets Bond Fund |
Investor, Admiral | |
• |
Core-Plus Bond Fund |
Investor, Admiral |
• Multi-Sector Income Bond Fund |
Investor, Admiral | |
Vanguard Massachusetts Tax-Exempt Funds |
| |
• |
Massachusetts Tax-Exempt Fund |
Investor |
Vanguard Money Market Funds |
| |
• Cash Reserves Federal Money Market Fund |
Admiral | |
• |
Federal Money Market Fund |
Investor |
Vanguard Montgomery Funds |
| |
• |
Market Neutral Fund |
Investor, Institutional |
Vanguard Municipal Bond Funds |
| |
• Municipal Money Market Fund |
Investor | |
• |
Short-Term Tax-Exempt Fund |
Investor, Admiral |
• |
Limited-Term Tax-Exempt Fund |
Investor, Admiral |
• |
Intermediate-Term Tax-Exempt Fund |
Investor, Admiral |
• |
Long-Term Tax-Exempt Fund |
Investor, Admiral |
• |
High-Yield Tax-Exempt Fund |
Investor, Admiral |
• Tax-Exempt Bond Index Fund |
Admiral, ETF | |
Vanguard New Jersey Tax-Free Funds |
| |
• |
Long-Term Tax-Exempt Fund |
Investor, Admiral |
Vanguard New York Tax-Free Funds |
| |
• Municipal Money Market Fund |
Investor | |
• |
Long-Term Tax-Exempt Fund |
Investor, Admiral |
Vanguard Ohio Tax-Free Funds |
| |
• |
Long-Term Tax-Exempt Fund |
Investor |
Vanguard Pennsylvania Tax-Free Funds |
| |
• |
Long-Term Tax-Exempt Fund |
Investor, Admiral |
4
Vanguard Fund |
Share Classes Authorized |
Vanguard Quantitative Funds |
| |
• Growth and Income Fund |
Investor, Admiral | |
Vanguard Scottsdale Funds |
| |
• |
Short-Term Treasury Index Fund |
Institutional, Admiral, ETF |
• |
Intermediate-Term Treasury Index Fund |
Institutional, Admiral, ETF |
• Long-Term Treasury Index Fund |
Institutional, Admiral, ETF | |
• Short-Term Corporate Bond Index Fund |
Institutional, Admiral, ETF | |
• Intermediate-Term Corporate Bond Index Fund |
Institutional, Admiral, ETF | |
• Long-Term Corporate Bond Index Fund |
Institutional, Admiral, ETF | |
• Mortgage-Backed Securities Index Fund |
Institutional, Admiral, ETF | |
• |
Explorer Value Fund |
Investor |
• Russell 1000 Index Fund |
Institutional, ETF | |
• Russell 1000 Value Index Fund |
Institutional, ETF | |
• Russell 1000 Growth Index Fund |
Institutional, ETF | |
• Russell 2000 Index Fund |
Institutional, ETF | |
• Russell 2000 Value Index Fund |
Institutional, ETF | |
• Russell 2000 Growth Index Fund |
Institutional, ETF | |
• Russell 3000 Index Fund |
Institutional, ETF | |
• Total Corporate Bond ETF |
ETF | |
• Total World Bond ETF |
ETF | |
Vanguard Specialized Funds |
| |
• |
Energy Fund |
Investor, Admiral |
• Global Capital Cycles Fund |
Investor | |
• |
Health Care Fund |
Investor, Admiral |
• |
Dividend Growth Fund |
Investor |
• Real Estate Index Fund |
Investor, Admiral, Institutional, ETF | |
• Dividend Appreciation Index Fund |
Admiral, ETF | |
• Global ESG Select Stock Fund |
Investor, Admiral | |
Vanguard STAR Funds |
| |
• |
LifeStrategy Conservative Growth Fund |
Investor |
• |
LifeStrategy Growth Fund |
Investor |
• |
LifeStrategy Income Fund |
Investor |
• LifeStrategy Moderate Growth Fund |
Investor | |
• |
STAR Fund |
Investor |
• Total International Stock Index Fund |
Investor, Admiral, Institutional, | |
|
|
Institutional Plus, Institutional Select, |
|
|
ETF |
Vanguard Tax-Managed Funds |
| |
• |
Tax-Managed Balanced Fund |
Admiral |
• Tax-Managed Capital Appreciation Fund |
Admiral, Institutional | |
• Developed Markets Index Fund |
Investor, Admiral, Institutional, | |
|
|
Institutional Plus |
|
FTSE Developed Markets ETF |
ETF |
• |
Tax-Managed Small-Cap Fund |
Admiral, Institutional |
5
Vanguard Fund |
Share Classes Authorized |
Vanguard Trustees' Equity Fund |
| |
• |
International Value Fund |
Investor |
• |
Diversified Equity Fund |
Investor |
• Emerging Markets Select Stock Fund |
Investor | |
• |
Alternative Strategies Fund |
Investor |
• |
Commodity Strategy Fund |
Admiral |
Vanguard Valley Forge Funds |
| |
• |
Balanced Index Fund |
Investor, Admiral, Institutional |
• |
Managed Allocation Fund |
Investor |
Vanguard Variable Insurance Funds |
| |
• |
Balanced Portfolio |
Investor |
• |
Conservative Allocation Portfolio |
Investor |
• |
Diversified Value Portfolio |
Investor |
• |
Equity Income Portfolio |
Investor |
• |
Equity Index Portfolio |
Investor |
• |
Growth Portfolio |
Investor |
• Global Bond Index Portfolio |
Investor | |
• Total Bond Market Index Portfolio |
Investor | |
• High Yield Bond Portfolio |
Investor | |
• |
International Portfolio |
Investor |
• |
Mid-Cap Index Portfolio |
Investor |
• |
Moderate Allocation Portfolio |
Investor |
• |
Money Market Portfolio |
Investor |
• Real Estate Index Portfolio |
Investor | |
• Short-Term Investment Grade Portfolio |
Investor | |
• Small Company Growth Portfolio |
Investor | |
• |
Capital Growth Portfolio |
Investor |
• Total International Stock Market Index Portfolio |
Investor | |
• Total Stock Market Index Portfolio |
Investor | |
Vanguard Wellesley Income Fund |
Investor, Admiral | |
Vanguard Wellington Fund |
| |
• U.S. Liquidity Factor ETF |
ETF | |
• U.S. Minimum Volatility ETF |
ETF | |
• U.S. Momentum Factor ETF |
ETF | |
• |
U.S. Multifactor ETF |
ETF |
• |
U.S. Multifactor Fund |
Admiral |
• U.S. Quality Factor ETF |
ETF | |
• U.S. Value Factor ETF |
ETF | |
• |
Wellington Fund |
Investor, Admiral |
6
Vanguard Fund |
Share Classes Authorized |
Vanguard Whitehall Funds |
| |
• |
Selected Value Fund |
Investor |
• |
Mid-Cap Growth Fund |
Investor |
• |
International Explorer Fund |
Investor |
• High Dividend Yield Index Fund |
Admiral, ETF | |
•Emerging Markets Government
|
Bond Index Fund |
Admiral, Institutional, ETF |
• Vanguard Global Minimum Volatility Fund |
Investor, Admiral | |
• International Dividend Appreciation Index Fund |
Admiral, ETF | |
• International High Dividend Yield Index Fund |
Admiral, ETF | |
Vanguard Windsor Funds |
| |
• |
Windsor Fund |
Investor, Admiral |
• |
Windsor II Fund |
Investor, Admiral |
Vanguard World Fund |
| |
• Extended Duration Treasury Index Fund |
Institutional, Institutional Plus, ETF | |
• FTSE Social Index Fund |
Admiral, Institutional | |
• Global Wellesley Income Fund |
Investor, Admiral | |
• |
Global Wellington Fund |
Investor, Admiral |
• |
International Growth Fund |
Investor, Admiral |
• Mega Cap Index Fund |
Institutional, ETF | |
• Mega Cap Growth Index Fund |
Institutional, ETF | |
• Mega Cap Value Index Fund |
Institutional, ETF | |
• |
U.S. Growth Fund |
Investor, Admiral |
• Consumer Discretionary Index Fund |
Admiral, ETF | |
• Consumer Staples Index Fund |
Admiral, ETF | |
• |
Energy Index Fund |
Admiral, ETF |
• |
Financials Index Fund |
Admiral, ETF |
• Health Care Index Fund |
Admiral, ETF | |
• |
Industrials Index Fund |
Admiral, ETF |
• Information Technology Index Fund |
Admiral, ETF | |
• |
Materials Index Fund |
Admiral, ETF |
• Communication Services Index Fund |
Admiral, ETF | |
• |
Utilities Index Fund |
Admiral, ETF |
• ESG U.S. Stock ETF |
ETF | |
• |
ESG International Stock ETF |
ETF |
• ESG U.S. Corporate Bond ETF |
ETF | |
Original Board Approval: July 21, 2000
Last Updated: February 14, 2022
7
SCHEDULE B
to
VANGUARD FUNDS MULTIPLE CLASS
PLAN
VGI has policies and procedures designed to ensure consistency and compliance with the offering of multiple classes of shares within this Multiple Class Plan's eligibility requirements.2 These policies are reviewed and monitored on an ongoing basis in conjunction with VGI's Compliance Department.
Investor Shares - Eligibility Requirements
Investor Shares generally require a minimum initial investment and ongoing account balance of $3,000. Personal Advisor Services clients, clients investing through financial intermediaries, and institutional clients may hold Investor Shares without restriction in Funds that do not offer Admiral Shares. Investor Shares of index Funds generally are available only to Funds that operate as a Fund- of-Funds and certain retirement plan clients receiving recordkeeping services from VGI. A Vanguard Fund may, from time to time, establish higher or lower minimum amounts for Investor Shares. Each Fund and VGI also reserve the right to establish higher or lower minimum amounts for certain investors or a group of investors.
Financial intermediaries that serve as mutual fund supermarkets may only invest in Investor Shares of Funds in which Investor Shares are available and may not invest in other share classes of such Funds.3 Mutual fund supermarket means a program or platform offered by a financial intermediary through which such intermediary's retail clients may purchase and sell mutual funds offered by a variety of independent fund families on a self-directed basis without advice or recommendation from a financial advisor or broker. This definition may be changed or amended at any time and without prior notice as may be determined in the discretion of VGI management. Nothing in the definition of mutual fund supermarket should be construed to prohibit Vanguard Brokerage Services from offering the Funds' other share classes to its eligible clients.
Admiral Shares Eligibility Requirements
Admiral Shares generally are intended for clients who meet the required minimum initial investment and ongoing account balance of $3,000 for retail clients in index Funds and $50,000 for retail clients in actively-managed Funds. Personal Advisor Services clients, clients investing through financial intermediaries and institutional clients may hold Admiral Shares of both index and actively-managed Funds without restriction. Funds may, from time to time, establish higher or lower minimum amounts for Admiral Shares, and each Fund and VGI reserve the right to establish higher or lower minimum amounts for certain investors or a group of investors. Admiral Share class eligibility also is subject to the following rule:
•Certain Retirement Plans Admiral Shares of actively-managed Funds generally are not available for SIMPLE IRAs and Vanguard Individual 401(k) Plans.4
•Mutual Fund Supermarkets Admiral Shares are not available to mutual fund supermarkets, except where a Fund does not have Investor Shares.
2The eligibility of a Fund that operates as a Fund-of-Funds to invest in a particular share class of an underlying Fund is determined by VGI and the Fund Board.
3Admiral Shares of the Vanguard Cash Reserves Federal Money Market Fund are available to financial intermediaries that serve as mutual fund supermarkets.
4Admiral Share classes of all Funds are available to 403(b) plan participants in Vanguard's Retail 403(b) business, which is serviced by The Newport Group. Admiral Shares of the Vanguard Cash Reserves Federal Money Market Fund are available to SIMPLE IRAs and Vanguard Individual 401(k) Plans.
Institutional Shares Eligibility Requirements
Institutional Shares generally require a minimum initial investment and ongoing account balance of
$5,000,000. However, each Fund and VGI also reserve the right to establish higher or lower minimum amounts for certain investors or a group of investors.
Institutional Share class eligibility also is subject to the following special rules:
•Retail clients. Retail clients may hold Institutional Shares by aggregating up to 3 accounts held by the same client (same tax I.D. number) in a single Fund. Single family offices serviced by the Retail Investor Group with $200 million or more in assets in the Funds through the Retail Investor Group may hold Institutional Shares by aggregating assets across all family members who are part of a single family office.
•Financial intermediary clients. Financial intermediaries generally may hold Institutional Shares for the benefit of their underlying clients provided that:
(1)each underlying investor individually meets the investment minimum amount described above;
and
(2)the financial intermediary agrees to monitor ongoing compliance of the underlying investor accounts with the investment minimum amount; or
(3)an arrangement is established between VGI and the financial intermediary to allow VGI to monitor compliance with the eligibility requirements.
Home office model portfolios offered on wealth management platforms administered by financial intermediaries5 may offer Institutional Shares, provided:
(1)the financial intermediary in aggregate at the firm level, excluding custody assets, has total assets of at least $25 billion invested in Vanguard; and
(2)the financial intermediary in aggregate at the firm level, excluding custody assets, meets the investment minimum of Institutional Shares for the Fund.
A home office model portfolio must meet the following criteria:
(1)the allocations and Funds used in the model portfolios on the platform are set and selected by the financial intermediary (i.e., the firm itself);
(2)the allocations and Funds used in the model portfolios on the platform are not subject to change by individual financial advisors; and
(3)an arrangement is established between VGI and the financial intermediary to allow VGI to monitor compliance with the eligibility requirements.
•Institutional clients. An institutional client may hold Institutional Shares if the total amount aggregated among all accounts held by such a client (including accounts held through financial intermediaries) and invested in the Fund is at least $5 million (or such higher minimum required by the individual Fund). Such an institutional client must disclose to VGI on behalf of its accounts the following: (1) that the client acts as a common-decision maker6 for each account; and (2) the total
5For purposes of this Schedule B, this is not intended to include robo advisors.
6For purposes of this Schedule B, a common-decision maker includes, but is not limited to, a corporate entity that controls multiple pools of assets invested in a Fund. For example, a corporate entity that acts as a plan sponsor for a retirement plan may have one or more investment committees or boards of trustees overseeing both the retirement plan account as well as other accounts invested in the Fund. In this case, the corporate entity would be considered a common-decision maker for each account where there is a common membership across each investment committee or governing body making investment decisions for each account. Common-decision makers do not include financial intermediaries.
balance in each account in the Fund.
•Institutional clients with assets in certain Vanguard collective investment trusts and Funds. Institutional clients with assets in the following collective investment trusts and Funds may aggregate such assets with assets invested in the corresponding Funds listed below in the right column ("Corresponding Funds") for purposes of meeting the investment minimum for
Institutional Shares of the Corresponding Funds.
Trust/Fund |
Corresponding Fund |
Vanguard Institutional Total Stock |
Vanguard Total Stock Market Index |
Market Index Trust |
Fund |
Vanguard Institutional Total Stock |
Vanguard Institutional Total Stock |
Market Index Trust |
Market Index Fund |
Vanguard Institutional Total Bond |
Vanguard Total Bond Market Index |
Market Index Trust |
Fund |
Vanguard Institutional Total |
Vanguard Total International Stock |
International Stock Market Index Trust |
Market Index Fund |
Vanguard Institutional 500 Index Trust |
Vanguard Institutional Index Fund |
Vanguard Institutional 500 Index Trust |
Vanguard 500 Index Fund |
Vanguard Institutional Extended Market |
Vanguard Extended Market Index Fund |
Index Trust |
|
Vanguard Employee Benefit Index |
Vanguard Institutional Index Fund |
Fund |
|
Vanguard Employee Benefit Index |
Vanguard 500 Index Fund |
Fund |
|
Vanguard Russell 1000 Growth Index |
Vanguard Russell 1000 Growth Index |
Trust |
Fund |
Vanguard Russell 1000 Value Index |
Vanguard Russell 1000 Value Index |
Trust |
Fund |
Vanguard Russell 2000 Growth Index |
Vanguard Russell 2000 Growth Index |
Trust |
Fund |
Vanguard Russell 2000 Value Index |
Vanguard Russell 2000 Value Index |
Trust |
Fund |
•Investment by Vanguard Target Retirement Collective Trust. A Vanguard Target Retirement Trust that is a collective trust exempt from regulation under the Investment Company Act and that seeks to achieve its investment objective by investing in underlying Funds (a "TRT") may hold Institutional Shares of an underlying Fund whether or not its investment meets the minimum investment threshold specified above.
•Accumulation Period ⎯ Accounts funded through regular contributions (e.g., employer sponsored participant contribution plans), whose assets are expected to quickly achieve eligibility levels, may qualify for Institutional Shares upon account creation, rather than undergoing the conversion process shortly after account set-up if VGI management determines that the account will become eligible for Institutional Shares within a limited period of time (generally 90 days). The accumulation period eligibility is subject to the discretion of VGI management.
Institutional Plus Shares - Eligibility Requirements
Institutional Plus Shares generally require a minimum initial investment and ongoing account balance of $100,000,000. However, each Fund and VGI also reserve the right to establish higher or lower minimum amounts for certain investors or a group of investors. Institutional Plus Share class eligibility also is subject to the following special rules:
•Retail clients. Retail clients may hold Institutional Plus Shares by aggregating up to 3 accounts held by the same client (same tax I.D. number) in a single Fund. For purposes of this rule, VGI management is authorized to permit aggregation of a greater number of accounts in the case of clients whose aggregate assets within the Funds are expected to generate substantial economies in the servicing of their accounts. Single family offices serviced by the Retail Investor Group with $200 million or more in assets in the Funds through the Retail Investor Group may hold Institutional Plus Shares by aggregating assets across all family members who are part of a single family office.
•Institutional clients. An institutional client may hold Institutional Plus Shares if the total amount aggregated among all accounts held by such client (including accounts held through financial intermediaries) and invested in the Fund is at least $100 million (or such higher or lower minimum required by the individual Fund). Such an institutional client must disclose to VGI on behalf of its accounts the following: (1) that the client acts as a common-decision maker for each account; and
(2) the total balance in each account held in the Fund.
•Institutional clients with assets in certain Vanguard collective investment trusts and Funds. Institutional clients with assets in the following collective investment trusts and Funds may aggregate such assets with assets invested in the corresponding Funds listed below in the right column ("Corresponding Funds") for purposes of meeting the investment minimum for Institutional
Plus Shares of the Corresponding Funds.
Trust/Fund |
Corresponding Fund |
Vanguard Institutional Total Stock |
Vanguard Total Stock Market Index |
Market Index Trust |
Fund |
Vanguard Institutional Total Stock |
Vanguard Institutional Total Stock |
Market Index Trust |
Market Index Fund |
Vanguard Institutional Total Bond |
Vanguard Total Bond Market Index |
Market Index Trust |
Fund |
Vanguard Institutional Total |
Vanguard Total International Stock |
International Stock Market Index Trust |
Market Index Fund |
Vanguard Institutional 500 Index Trust |
Vanguard Institutional Index Fund |
Vanguard Institutional 500 Index Trust |
Vanguard 500 Index Fund |
Vanguard Institutional Extended Market |
Vanguard Extended Market Index Fund |
Index Trust |
|
Vanguard Employee Benefit Index |
Vanguard Institutional Index Fund |
Fund |
|
Vanguard Employee Benefit Index |
Vanguard 500 Index Fund |
Fund |
|
Vanguard Russell 1000 Growth Index |
Vanguard Russell 1000 Growth Index |
Trust |
Fund |
Vanguard Russell 1000 Value Index |
Vanguard Russell 1000 Value Index |
Trust |
Fund |
Vanguard Russell 2000 Growth Index |
Vanguard Russell 2000 Growth Index |
Trust |
Fund |
Vanguard Russell 2000 Value Index |
Vanguard Russell 2000 Value Index |
Trust |
Fund |
•Financial intermediary clients. Financial intermediaries generally may hold Institutional Plus Shares for the benefit of their underlying clients provided that:
(1)each underlying investor individually meets the investment minimum amount described above;
and
(2)the financial intermediary agrees to monitor ongoing compliance of the underlying investor accounts with the investment minimum amount; or
(3)an arrangement is established between VGI and the financial intermediary to allow VGI to monitor compliance with the eligibility requirements.
Home office model portfolios offered on wealth management platforms administered by financial intermediaries may offer Institutional Plus Shares, provided:
(1)the financial intermediary in aggregate at the firm level, excluding custody assets, has total assets of at least $25 billion invested in Vanguard; and
(2)the financial intermediary in aggregate at the firm level, excluding custody assets, meets the investment minimum of Institutional Plus Shares for the Fund.
A home office model portfolio must meet the following criteria:
(1)the allocations and Funds used in the model portfolios on the platform are set and selected by the financial intermediary (i.e., the firm itself);
(2)the allocations and Funds used in the model portfolios on the platform are not subject to change by individual financial advisors; and
(3)an arrangement is established between VGI and the financial intermediary to allow VGI to monitor compliance with the eligibility requirements.
•Accumulation Period - Accounts funded through regular contributions (e.g., employer sponsored participant contribution plans), whose assets are expected to quickly achieve eligibility levels, may qualify for Institutional Plus Shares upon account creation, rather than undergoing the conversion process shortly after account set-up if VGI management determines that the account will become eligible for Institutional Plus Shares within a limited period of time (generally 90 days). The accumulation period eligibility is subject to the discretion of VGI management.
•Asset Allocation Models - Clients with defined asset allocation models whose assets meet eligibility requirements may qualify for Institutional Plus Shares if such models comply with policies and procedures that have been approved by VGI management.
Institutional Select Shares - Eligibility Requirements
Institutional Select Shares generally require a minimum initial investment and ongoing account balance of $3,000,000,000. However, each Fund and VGI also reserve the right to establish higher or lower minimum amounts for certain investors or a group of investors. Institutional Select Share class eligibility also is subject to the following special rules:
•Institutional clients. An institutional client may hold Institutional Select Shares if the total amount aggregated among all accounts held by such client (including accounts held through financial intermediaries) and invested in the Fund is at least $3 billion (or such higher or lower minimum required by the individual Fund). Such an institutional client must disclose to VGI on behalf of its accounts the following: (1) the client acts as a common-decision maker for each account; and (2) the total balance in each account in the Fund.
•Financial intermediary clients. Financial intermediaries generally may hold Institutional Select Shares for the benefit of their underlying clients provided that:
(1)each underlying investor individually meets the investment minimum amount described above;
and
(2)the financial intermediary agrees to monitor ongoing compliance of the underlying investor accounts with the investment minimum amount; or
(3)an arrangement is established between VGI and the financial intermediary to allow VGI to monitor compliance with the eligibility requirements.
•Accumulation Period - Accounts funded through regular contributions (e.g., employer sponsored participant contribution plans), whose assets are expected to quickly achieve eligibility levels, may qualify for Institutional Select Shares upon account creation, rather than undergoing the conversion process shortly after account set-up, if VGI management determines that the account will become eligible for Institutional Select Shares within a limited period of time (generally 90 days). The accumulation period eligibility is subject to the discretion of VGI management.
•Investment by VGI collective investment trusts with a similar mandate. A VGI collective investment trust exempt from regulation under the Investment Company Act and that seeks to achieve its investment objective by investing in an underlying Fund with an index-based mandate may hold Institutional Select Shares of an underlying Fund with a similar index-based mandate whether or not its investment meets the minimum investment threshold specified above.
ETF Shares Eligibility Requirements
The eligibility requirements for ETF Shares will be set forth in the Fund's registration statement. To be eligible to purchase ETF Shares directly from a Fund, an investor must be (or must purchase through) an Authorized Participant, as defined in Paragraph III.F of the Multiple Class Plan. Investors purchasing ETF Shares from a Fund must purchase a minimum number of shares, known as a Creation Unit. The number of ETF Shares in a Creation Unit may vary from Fund to Fund. The value of a Fund's Creation Unit will vary with the net asset value of the
Fund's ETF Shares, but is expected to be several million dollars. An eligible investor generally must purchase a Creation Unit by depositing a prescribed basket consisting predominantly of securities with the Fund.
Transition Shares Eligibility Requirements
Transition Shares will be offered only to Funds that operate as a Fund-of-Funds and only by an underlying Fund (i) that is receiving assets in kind from one or more Funds and (ii) that will "transition" those in-kind assets by selling some or all of them and using the proceeds to purchase different assets. There is no minimum investment amount for Transition Shares.
Original Board Approval: July 21, 2000
Last Approved by Board: March 19, 2021
Code of
Ethical
Conduct
Letter from Tim
Thank you for taking the time to learn about Vanguard's Code of Ethical Conduct (the Code).
The Code reflects Vanguard's long- standing commitment to ethics and integrity, which is anchored in our mutual structure that places clients at the center of everything we do. Our clients' trust is our greatest asset, and that trust can be preserved only if each one of us does our part.
Vanguard's guidance on ethical decision- making can be summed up in one phrase: Do the right thing. The Code provides details on what it means to consistently do what is right and is organized around five guiding principles:
1.Act with integrity
2.Avoid conflicts of interest
3.Protect information
4.Comply with the law
5.Speak up
The Code addresses each of these principles in more detail and includes links to the applicable policy
documents. Our expectations are high and uncompromising. Our clients deserve no less. All crew members and contingent workers are responsible for understanding and complying with the Code and underlying policiesno exceptions. If you have questions or need additional information, seek advice from your manager or the Compliance Department. And if you are aware of any actions that violate the Code or any underlying policy, we expect you
to speak up.
Ultimately, we rely on your sense of personal integrity to protect our shareholders, uphold our reputation, and continuously earn our clients' trust. Never underestimate the importance of your own ethical conduct in our mission to take a stand for all investors, treat them fairly, and give them the best chance for investment success.
Sincerely,
Tim Buckley
Chief Executive Officer
2
Understanding our Code of Ethical Conduct
Vanguard was founded with a singular focus on clients and serving their best interests. This focus has been the foundation of our strong ethical culture and our core purpose"To take a stand for all investors, to treat them fairly, and to give them the best chance for investment success."
We fulfill that purpose and bring to life Vanguard's commitment to integrity and stewardship by adhering to the highest standards of ethical behavior and being steadfast in our principles.
To help you understand Vanguard's expectations for your conduct and guide you to consistently do what is right and best for our clients and our business, we've created this Code of Ethical Conduct (the Code*).
The Code, which applies to all crew and contingent workers at Vanguard, reflects our shared dedication to preserving Vanguard's time-honored culture of ethics and integrity. It emphasizes these five guiding principles:
*This Code and several underlying policy revisions take effect March 1, 2022. The Code of Ethics Policy that had been in effect is deemed retired as of February 28, 2022.
1.Act with integrity
2.Avoid conflicts of interest
3.Protect information
4.Comply with the law
5.Speak up
Each section of the Code addresses one of these principles in more detail and includes summaries of, and links to, the applicable underlying policies. The goal is to introduce you to the principles and expectations generally, provide guidance and resources if you have questions, and point you to the underlying policies with which you must comply.
To help you understand these principles,
each section also highlights "Ethics in Action" examples of how the principles apply in hypothetical situations. And to help you evaluate specific issues you might face and decide whether an action you're considering meets our ethics
or compliance standards, the Code includes an ethical decision-making guide. The list of Additional Resources at the back of the Code provides even more information about how you can obtain guidance on specific issues.
t
Compliance tip: Most of the policies referenced in the Code are global and apply to all crew and all contingent workers assigned to perform services at Vanguard. However, in some instances there are policies specific to certain regions (called out in "Sidebars for regional policies") and some policies apply only to certain crew members, as specified herein. Please review this Code carefully and read the policies that apply to you.
3
Understanding our Code of Ethical Conduct
We take these principles seriously and have high expectations for ourselves and one another in meeting them. Doing the right thing also means that we should not, and will not, condone any conductby anyonethat is contrary to these principles. We have zero tolerance for unethical behavior. If you see conduct by others that fails to meet these high standardswhether in your department or elsewhereyou help Vanguard and our clients by speaking up about it.
Although the Code describes and contains summaries of underlying policies, it does not replace the policies themselves, and you must comply with the policies that apply to you. If you have
any questions, seek advice from your manager or the Compliance Department in your region. The Compliance Department may amend or revise the Code, or underlying policies, from time to time and will publicize such amendments or revisions when they are made.
Thank you for doing everything you can to meet and even exceed ourand our clients'ethical expectations and standards.
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Ethics in action: In addition to the principles and policies referenced in this Code, Vanguard has enacted other policies covering fair treatment, hiring and employment, finance, information security, professional conduct, and other matters. Make sure you familiarize yourself with those important policies as well.
Compliance tip: Keep in mind that each year, all crew and contingent workers are required to complete the Annual Certification, sent by the Compliance Department via My Compliance Office (MCO), and certify that they have read and understand this Code.
4
Ethical decision- making guide
Whether you're a crew member or a contingent worker, you're expected to behave ethically and put clients' interests first. You must know and follow Vanguard's internal rules and policies, as well as the applicable laws, rules, and regulations enacted by the country or region in which you work. In other words, you are expected to always do the right thing.
It sounds simple. And it's usually very clear what doing the right thing entails. But sometimes it isn't. How do you make the best choice when facing difficult or unclear circumstances? How do you navigate an ethical dilemma?
In those situations, you should pause and reflect, and then work through the following "ethical decision-making guide." This guide will help you consider important questions before deciding whether or how to proceed with an action. It is not a substitute for the Code or any underlying policies, and it may not tell you exactly what to do in every situation, but it can be used as a tool to help guide you when you face an ethical dilemma or a complex situation where the answer might not be clear.
If you're still in doubt as you work through the decision-making guide, err on the side of caution ask questions, elevate the issue, and enlist the help of others to ensure we reach the right answer every time for Vanguard and our clients.
Ethical decision-making guide
Not sure? Consult your manager, or reference the Additional Resources page.
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StopThis action may result in serious legal, compliance, or other consequences for you, Vanguard, or our clients. Consider if any aspects of the activity need to be reported to the Compliance Department.
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Ethics in action |
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There may be a time when you want to do something |
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for a client or fellow crew member that you believe |
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is the "right" thing, but doing so would be contrary |
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5
1. Act with integrity
Working at Vanguard carries with it a responsibility to be constantly aware of the importance of our own personal ethical conduct. Each of us must make decisions and take action based on Vanguard's culture, mission, and shared values. Our clients, business partners, regulators, and colleagues
are relying on us to conduct our business and ourselves with the utmost integrity, honesty, and trustworthiness. Vanguard's clients are trusting us to put their interests first, not our own.
Putting these values into practice means having and adhering to expected standards of conduct, as reflected in this Code and underlying policies. Some of Vanguard's expectations are stated in broad terms and include straightforward concepts such as: Always put clients' interests first, be candid and clear with clients and provide them with accurate information, and lead by example.
Other expectations are more specific, because Vanguard has a particular viewpoint on that topic, because we perceive an elevated risk of misconduct or mistake, or because we are subject to a particular rule or regulation with which we must comply. Therefore, acting with integrity includes properly trading securities in your personal accounts, applying good judgment in your use of social media, and following applicable protocols when interacting with regulators and policymakers.
Leading with integritya message for leaders: Leaders at all levels set the tone for our ethical culture and have an even greater responsibility to act with integrity. As a leader, you are expected to be a role model who regularly communicates the importance of ethical standards, holds yourself and others accountable to those standards,
and creates an environment in which ethics and integrity are valued and respected. Help everyone around you learn how to do the right thing by showing them what the right thing in a particular situation is. Proactively foster ethics on your team and in your division by raising ethics awareness through training, providing a safe environment to raise concerns, and celebrating behaviors that exemplify our ethical standards and core values. Consistently doing so reinforces our culture of integrity and provides tangible examples of what it means to do the right thing.
Fundamentally, by adhering to the highest standards of conduct and personal integrity, which encompass all these principles and policies, we will consistently earn and maintain the trust and loyalty of our clients.
t
t
Ethics in action: We owe it to all of our clients to work hard on their behalf, consistently seek to improve Vanguard's products and services, maximize our efficiency, and minimize errors. Part of doing right by clients therefore entails being well-versed in the policies and procedures applicable to your role and completing any required training. Make sure you devote appropriate time to these important tasks.
Compliance tip: Leaders, did you know that you can assign trainings to your crew to build acumen and enhance understanding and compliance? Trainings related to the Code are available in Degreed to support your team's needs.
6
1. Act with integrity
•Standards of conduct: Vanguard has high expectations for how you conduct yourself. Our core values guide us, and you are expected to keep these values in mind when performing your job responsibilities, making decisions, and interacting with others. Never underestimate the importance of your own conduct in fulfilling our mission and purpose to treat
all investors fairly and give them the best chance to succeed. Read the Standards of Conduct Policy to understand how Vanguard translates its expectations into general rules of behavior and conduct.
Sidebar for regional policies: Crew and contingent workers in these regions should consult the following policies on this topic:
•Europe European Conduct Risk Policy
•Mexico Code of Conduct for Investment Advisors
•Personal investment activities by Non-Access Persons: Working in the financial services industry means your personal financial and investment activities must comply with all applicable laws, rules, regulations, and policies and must not result in any legal, business, or ethical conflicts with Vanguard or our clients, or otherwise be improper. You have a duty to conduct your personal investment activities in a manner consistent with those principles and in line with Vanguard's reputation. We also trust you to devote your time at work to serving the interests of our clients and our company, not your personal interests. We help protect the investing public by restricting and monitoring certain investment activities, and you may be required to disclose investment accounts and trading activity to Compliance. For those of you who are in a role that has not been designated as an Access Person role, you are encouraged to read the Personal Investment Activity Policy for Non-Access Persons carefully and contact your manager or the Compliance Department with any questions.
t
Ethics in action: Karl is a crew member in IT working on a new system to help Vanguard fund traders track securities they might recommend for the funds they support. During the project, Karl learns that a Vanguard fund portfolio manager intends to purchase a large position in a security for that fund. Knowing that, can Karl now purchase shares of that security in his personal account?
No, Karl is not permitted to take personal advantage of his knowledge of recent, impending, or planned securities activities of the Vanguard funds or their investment advisors. Doing so would constitute "front running," which is improper and unethical.
7
1. Act with integrity
•The Access Person Code of Conduct: Some crew and contingent workers at Vanguard are designated as Advisor Access Persons, Fund Access Persons, or Investment Access Persons because they or their department are authorized to know about present or future transactions by Vanguard funds, or have the authority to influence those transactions, or otherwise have access to sensitive market or client activity. To guard against the potential conflicts of interest that could arise, and to comply with certain securities laws and regulations, those Access Persons are subject to additional standards of conduct, stricter personal investment rules, and greater oversight, among other things, as set forth in the Access Person Code of Conduct.
t Compliance tip: The Compliance
Department uses technology applications, including My Compliance Office (MCO) (and, for some processes applicable to U.S. crew, the Licensing And Registration System [LARS]),
to facilitate compliance with and oversight of the policies covered in the Code. Resources on using MCO are available by visiting My Compliance and Ethics Resource Center on CrewNet.
Note for China crew: Because you may not have access to MCO or LARS, different systems and procedures are in place for you. Please consult with your manager or the China Compliance team to learn more.
Sidebar for a regional policy: Crew and contingent workers in Mexico should consult the Guidelines, Policies and Procedures Applicable to Securities Transactions Carried out by Directors, Officers and Employees on this topic.
t Compliance tip: To learn if you are in an
Access Person role and are therefore subject to these enhanced rules, visit the Access Person Code of Conduct, available on CrewNet.
t Compliance tip: Some investment activities by Access Persons and their household or family members require pre-clearance, meaning approval
in advance, from the Compliance Department. Be sure you and they know the rules prior to trading in personal accounts.
8
1. Act with integrity
•Insider information: Maintaining the integrity of investment markets and activity is important to Vanguard and our clients. During your work with Vanguard, you may receive or have access to important information that is not yet publicly available about Vanguard or about publicly traded companies with which Vanguard has business dealings or interactions. Because of your access to this information, often referred to as "inside information," you may be in a position to profit or avoid a loss financially by buying or selling the stock of one or more of these publicly traded companies. Or you may be in a position to benefit financially or otherwise by passing this inside information to some other person, often called "tipping." However, the use of this inside information in connection with any investment decision or recommendationor to tip others who might make an investment decision based on this informationis unethical and illegal and could result in civil and/or criminal penalties. Doing so is strictly prohibited.
Sidebar for regional policies: Crew and contingent workers in these regions should consult the following policies on this topic:
•Australia Australia Insider Trading Policy
•Mexico Guidelines, Policies and Procedures Applicable to Securities Transactions Carried out by Directors, Officers and Employees
•Use of social media: Social media can be a powerful tool in promoting Vanguard's investment philosophy, connecting and engaging with Vanguard clients, and providing timely and relevant information on topics of interest. But personal use of social media can present business and legal risks. For instance, because Vanguard operates in a highly regulated industry, you should be aware that certain types of communications in your personal social media accounts could create legal and regulatory risk, for Vanguard and for you, even if you do not hold a securities license. Therefore, in your use of social media, Vanguard and our clients alike expect you to exercise sound judgment and common sense, understand and comply with Vanguard's policies, and protect Vanguard's reputation.
Sidebar for regional policies: Crew and contingent workers in these regions should consult the following policies on this topic:
•Asia Asia Social Media Policy
•Australia Australia Social Media Policy
•Canada Canada Social Media Policy
•Europe Social Media Policy
•Mexico Mexico Social Media Policy
•United States Social Media Policy
9
1. Act with integrity
•Interactions with regulators: Various regulators seek to protect the investing public by providing oversight of the products, services, and operations of investment firms like Vanguard. When those regulators conduct examinations of or request information from Vanguard, you should ensure the Compliance Department is aware of it so that appropriate procedures and protocols can be followed regarding these interactions. These procedures and protocols include having Vanguard-designated individuals communicate with the regulators. These are key relationships and interactions for our company and by extension our clients, and it's important that we all follow the detailed procedures and protocols governing these interactions.
Sidebar for a regional policy: Crew and contingent workers in Australia should consult the Australia Regulators and Authorities Communications Policy on this topic.
•Interactions with policymakers: Policymakers may from time to time approach Vanguard, or Vanguard may from time to time contact policymakers, regarding our position, experience, or perspective on policy matters. To uphold and maintain Vanguard's reputation and provide consistent and accurate messaging, there are strict protocols for who may interact with policymakers and how those interactions may be conducted. If you plan to engage proactively with a policymaker on Vanguard's behalf, you must notify and receive approval from your regional Government Relations team, or from your regional Compliance team in regions where there is no separate government relations team, before the interaction.
Or, if you have an unplanned interaction with a policymaker (e.g., a discussion at an industry conference), you must promptly notify and debrief your regional Government Relations or Compliance team after the interaction has occurred. For crew in the U.S., these interactions are sometimes associated with lobbying activity, so be sure to consult the Lobbying Activity Policy
as well.
t
Compliance tip: Nothing in this Code prohibits or restricts any person in any way from reporting possible violations of law or regulation to any governmental agency or entity, or otherwise prevents anyone from participating, assisting, or testifying in any proceeding or investigation by any such agency or entity or from making other disclosures that are protected under law or regulation.
t
Compliance tip: The term "policymaker" has a broad definition and generally includes any member, official, or employee of any government or any department or agency thereof. If you aren't sure whether the person you are interacting with is a policymaker under the Global Policy on Interactions with Policymakers, err on the side of caution and contact the Government Relations team in your region.
10
2. Avoid conflicts of interest
You are expected to make sure your actions align with Vanguard's mission of treating all investors fairly. Acting ethically entails putting clients' interests first, which means you cannot put your personal interests, values, or beliefs ahead of theirs inside or outside the workplace. In other words, your actions, decisions, and interests cannot compete or conflict with the interests of Vanguard or our clients.
A conflict can arise any time something interferes withor appears to interfere withyour independence, objectivity, or judgment in doing what is best for Vanguard and our clients. The existence of an actual or potential conflict of interest is not in and of itself problematic, but when one does arise it is imperative to identify it, evaluate it, and take any necessary steps to mitigate or avoid it. If we fail to do so, conflicts can erode the trust that our clients have in us and that we have in one another.
With a business as complex as Vanguard's, it is virtually impossible to avoid every single potential conflict of interest. Perhaps you want to engage in a business activity outside of Vanguard, or you're wondering whether you can accept a gift from a client or donate to a charity, or you or an immediate family member would like to contribute to a political campaign (if permitted in the region where you live). Each of these situations may seem simple on the surface but could create conflicts.
Vanguard has enacted policies to address each of these specific types of conflicts, in addition to our general Conflicts of Interest Policy. Please familiarize yourself with these policies. If you still have questions, the Compliance team can provide guidance to help you mitigate an existing or potential conflict.
t Compliance tip: A current or potential vendor's offer of an extravagant gift or VIP access to a concert or sporting event could lead to favoring that vendor over others, which would be a conflict of interest and could cause others to question our impartiality in business decisions. And that is why we must work hard to identify and respond not only to actual conflicts but also to even the appearance of a conflict.
Sidebar for regional policies: Crew and contingent workers in these regions should consult the following policies on this topic:
•Australia Australia Conflicts of Interest Policy
•Germany - Conflicts of Interest Policy VGEG
•Ireland Conflicts of Interest Policy
•U.K. and Switzerland Conflicts of Interest Policy
|
t |
Ethics in action: Gerald is a credit analyst |
|
in IMG responsible for assessing and |
|
making investment recommendations on |
|
many companies. He was recently injured |
|
while using a product made by one of |
|
those companies and has just decided |
|
to file a lawsuit against it. Is there the |
|
potential for a conflict of interest? Does |
|
he need to disclose it? |
|
Yes and yes. Perceived and actual |
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conflicts of interest now exist between |
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Gerald's personal interests in litigating |
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against the company and his work |
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assessing that company for Vanguard, |
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so he must disclose them and work with |
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Compliance to establish information |
|
walls and prevent problems as set forth |
|
in the Conflicts of Interest Policy. |
11
2. Avoid conflicts of interest
•Gifts and entertainment: Vanguard recognizes that there are limited instances where it is appropriate and customary to give gifts or business entertainment to, or receive gifts or business entertainment from, a third party. But doing so can also pose risks and create conflicts, especially if the value of the item is significant. The giving or receipt of anything of value should never create or appear to create a conflict of interest, interfere with the impartial fulfillment of your job responsibilities, or place Vanguard in a compromising position. In other words, it must not affect your business judgment or give the appearance that your judgment may be affected. To ensure you are complying with Vanguard's expectations, review the approval guidelines and reporting requirements in the Gift and Entertainment Policy.
Sidebar for a regional policy: Crew and contingent workers in Europe should consult the Business Entertainment Policy on this topic.
t
t
Ethics in action: A software vendor sent a modest fruit basket to Maria's team to celebrate the successful launch of their product in Vanguard's IT environment. Maria is aware that accepting gifts can give the appearance of a conflict, but would keeping the fruit basket be problematic?
In this case, Maria and her team may keep the fruit basket (or a similar perishable item), with the expectation that it will be shared among the team. Maria should also report the gift in MCO in accordance with the Gift and Entertainment Policy.
Compliance tip: Adhering to the Gift and
Entertainment Policy entails knowing what can and cannot be offered or accepted and reporting that activity (if required) as well. Be sure you know the rules and act accordingly.
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2. Avoid conflicts of interest
•Outside business activities: Crew members often want to engage in employment, work, volunteering, or similar opportunities beyond their employment or work with Vanguard. That's understandable, and it is often encouraged. However, your work with Vanguard must come first, ahead of those other opportunities, and they must not adversely affect Vanguard or our clients or otherwise present a conflict of interest. Consult the Outside Business Activity Policy to see whether the activity you'd like to pursue is permitted and how to obtain the required pre-approval.
t Ethics in action: You would like to join the board of directors of a local nonprofit charitable organization. Can you?
You will generally be permitted to join nonprofit boards, assuming you obtain approval in advance from the Compliance Department in accordance with the Outside Business Activity Policy. In addition, you may be required by Compliance to follow some procedures and guardrails, such as recusing yourself from any situation that could give rise to a conflict of interest.
t
Ethics in action: You would like to help your child's school conduct a fundraiser and you would like to use your Vanguard title and business connections to do so. Can you?
While you may be permitted to help with the fundraising effort, assuming you obtain approval in accordance with the Outside Business Activity Policy, you may not use Vanguard's name, property, facilities, confidential information, relationships, or other assets for your personal benefit or for your outside work or other endeavors.
t
t
Compliance tip: Crew participation in outside business activities requires pre-approval from the Compliance Department, so be sure to submit
a request through LARS (for U.S. crew) or MCO (for all other crew) in advance. Contingent workers, while not subject to the Outside Business Activity Policy specifically, must disclose any conflicts created by their outside activities in accordance with the Conflicts of Interest Policy.
Compliance tip: Crew and contingent workers who are permitted to hold a securities license should also consult policies specifically applicable to them, addressed in Section 4, Comply with the Law, to see if additional outside activity requirements apply.
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2. Avoid conflicts of interest
• Personal political contributions and related activities: Vanguard |
• Charitable contributions: Although charitable activities are |
provides services to government entities and government |
generally encouraged, the manner in which those activities |
entities invest in various Vanguard funds. These legitimate |
are handled may create conflicts of interest for Vanguard |
business relationships implicate certain rules and regulations |
and our clients. The Charitable Contribution Policy defines |
that, in turn, may restrict the political contributions and political |
specific requirements and restrictions related to charitable |
fundraising activities that Vanguard and its personnel may |
contributions made by Vanguard, as well as activities by crew |
engage in. To ensure compliance with the applicable regulations |
and contingent workers related to charities and charitable |
and avoid potential conflicts, Vanguard has enacted the Political |
giving. The policy seeks to ensure that we serve as responsible |
Contribution and Fundraising Activity Policy, which requires |
stewards of Vanguard's assets while also protecting Vanguard |
crew employed in the U.S. to obtain advance approval from |
and the charitable interests of our clients and personnel. |
Compliance before they or a member of their household make |
|
any political contribution. |
|
|
t |
Compliance tip: For U.S. crew, the Political |
|
Contribution and Fundraising Activity Policy |
|
also applies to the activities of members of |
|
your household, so be sure to track and report |
|
their activities as required. |
Sidebar for a regional policy: Crew and contingent workers in Australia should consult the Australia Political Contribution Policy on this topic.
t
Ethics in action: As you are speaking with a prominent client and servicing his account, he asks both Vanguard and you personally to make a monetary donation to his preferred charity and hints that refusal to do so could cause him to switch investment providers. You feel uncomfortable about the request but worry that saying no may disrupt the client relationship. What should you do?
You should explain to the client that Vanguard has a policy prohibiting charitable donations under these circumstances, given the conflicts of interest that could arise, and therefore decline the client's request. You should also notify your manager.
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3. Protect information
In the regular course of our business, crew members and contingent workers at Vanguard have access to or use, and routinely generate or create, enormous amounts of information. Some of that information is public and not subject to limits on its use or disclosure. But many types of information are confidential and cannot be shared, or constitute valuable intellectual property created by Vanguard for a specific purpose or competitive advantage. Or perhaps the information was created by third parties and the use of such information is subject to legal, regulatory, or contractual terms and restrictions. Without a doubt, we must make ourselves aware of the types of information we're using or accessing, understand any applicable terms or restrictions, and ensure that our use complies with those terms or restrictions.
Why? One reason is because we're stewards of our clients' assets. Not just their financial assets, but their personal information as well. Clients trust us to secure and maintain the confidentiality of all these assets. We risk losing their trustand their businessif we don't protect it.
In addition, there are laws and regulations that apply to our use and handling of information, such as data that can be used to identify a specific individual (i.e., personally identifiable information) and other sensitive or highly confidential information, as well as to how we store business records and how long we must retain them. There are also rules and regulations against deleting, altering, or modifying our business records.
Further, depending on your position at Vanguard, you may create or have access to many other types of information, including creative works, inventions, or intellectual property such as photos or proprietary software we create as part of our work. These valuable business assets belong to Vanguard and often provide us, and our clients, with a competitive edge because they are not widely known or publicly available. Each of us has a duty to protect this information.
We must also observe the rights of third parties. For instance, no one should disclose any confidential information belonging to a prior employer or other outside source unless it's already been made public or has been disclosed to Vanguard properly and through no action of yours. Similarly, respecting others' intellectual property rights means we do not use third-party images, music, or other materials without first obtaining any necessary permissions.
Keep in mind that a failure to protect the information entrusted to us can have far-reaching consequences for our clients and for Vanguard.
Acting with integrity and serving our clients' interests includes the responsibility to protect information under these broad categories:
•Duty of confidentiality: Clients, suppliers, and companies with which we do business trust us to be good stewards of their information, whether that information relates to financial, personal, or business matters. We must therefore protect the confidentiality of that information as best we can. How do you know what information is confidential information? A best practice is to assume that
all information you have about Vanguard and its business (including information concerning past, present, and prospective clients; business partners; suppliers; directors; and crew) is confidential, unless the contrary is clear. Read the Confidential Information Policy to learn more.
t Ethics in action: Adam is negotiating a services contract with a new software supplier for Vanguard. He feels the supplier's pricing is unreasonably high and inconsistent with this market, which he mentions to the supplier's representative. The representative then asks Adam to "prove it" by sharing the pricing terms Vanguard has secured from other vendors. Can Adam share that information?
No. The pricing and other commercial terms Vanguard has reached with third parties is confidential to Vanguard and those third parties and may not be shared.
Sidebar for a regional policy: Crew and contingent workers in Europe should consult the Confidentiality, Non-Disclosure of Information, and Post-Termination Restrictions Policy on this topic.
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3. Protect information
•Intellectual property: Vanguard believes that innovation, coupled with our strong brand, is key for our continuous growth and for maximizing the value we deliver to clients. Our innovations and brand are protected by various intellectual property rightscopyright, trade secret, patent, and trademark rights. Because these intellectual property rights are valuable business assets, you are expected to safeguard them in accordance with the law and Vanguard policy. You are also expected to respect the intellectual property rights of third partiesif you don't, you risk exposing Vanguard to an infringement claim. Vanguard's Intellectual Property Policy assists you in identifying and protecting Vanguard's intellectual property, thereby securing necessary rights to our innovations and other intellectual property, maintaining the integrity and quality of Vanguard's brand, and minimizing the risk of inadvertently infringing others' intellectual property.
•Maintenance of business records: At Vanguard, data and records are valued as corporate assets. Therefore, and as may be required by law or regulation, we all have an obligation to retain records that are of business and historical value, protect and manage records efficiently, and ensure proper disposition in accordance with Vanguard policies and retention requirements. This Enterprise Records Governance Policy establishes the enterprise requirements Vanguard has adopted to ensure the proper management of records.
Sidebar for regional policies: Crew and contingent workers in Australia should consult the Australia Document and Data Retention Policy on this topic.
t
t
Ethics in action: Chris made a mistake while processing a client's transaction. After going through their department's adjustment process, correcting the client's accounts, and communicating that to the client, they would like to go back and delete all data and references regarding their original mistake. Is that permitted?
No. The original mistake is part of Vanguard's records and may not be altered or deleted. Chris is correcting the mistake and ensuring the client is well-served by following all the steps of their department's adjustment process.
Ethics in action: A regulator sent Vanguard a request to provide a copy of a set of business records. Omar is working with the Compliance Department to respond to the request. He knows the requested business records exist, but he's having trouble finding them. Is it acceptable if he creates a new set of documents and provides those to Compliance instead?
No, we cannot mislead our regulators. Omar should continue to work with his manager and Compliance to find and produce the original set of records.
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4. Comply with the law
Financial services is a complex and highly regulated business for good reason. We're stewards of
our clients' financial security and, by extension, their hopes and dreams for the futurea child's education, a new home, or a comfortable retirement. We help institutions to fulfill their missions and businesses to meet their obligations and fund ongoing operations.
It's an awesome responsibility and we take it seriously. So do government and industry regulators.
As a result, Vanguard and its business lines are subject to various laws, rules, and regulations, including securities, banking, tax, data privacy, and other international, federal, state, and local laws.
You are expected to review, know, and comply with the laws, rules, and regulations that apply to your role and the area or department in which you work. To help you understand them, Vanguard offers formal and informal procedures, training, and other resources. You are expected to familiarize yourself with them and to complete any training required for your role. Ultimately, it is your responsibility
to comply with all applicable laws, rules, and regulations, as well as applicable Vanguard policies and procedures.
Additional requirements if you hold a license from a regulatory authority
Many jurisdictions require individuals who perform certain activities in the financial services industry
to be licensed, make individual disclosures, and satisfy training and other requirements. You are responsible for making sure that youand any crew or contingent workers you superviseare properly registered, licensed, and qualified to perform these activities.
Further, before you offer products to, visit, or otherwise solicit business from a client outside your home jurisdiction, make sure that both you and Vanguard have the necessary licenses or registrations to conduct business in the client's location. You must also understand the laws, regulations, and policies that apply to your activities in that location, including those that apply to the Vanguard entity through which you are transacting business.
For more in-depth guidance about legal and regulatory obligations that may apply to you, consult with your manager and carefully review the procedures applicable to your role. Also familiarize yourself with these policies:
•Guarding against fraud: Central to Vanguard's commitment to conducting business in an honest and ethical manner are relentlessly guarding against and combating fraud of all types, including fraudulent financial reporting, misappropriation of assets, corruption in the form of bribery
and gratuities, and improper or unauthorized expenditures. Vanguard will not tolerate any fraud, impropriety, or dishonesty and will vigorously
investigate all instances where it is suspected. We rely on you to protect Vanguard and our clients by reporting internal or external misconduct and unethical behavior even if it doesn't directly affect you. We also rely on you to recognize red flags that signal fraud and report any suspected fraud immediately, as set forth in the Global Internal and Occupational Fraud Policy.
t Ethics in action: Sue-Yenn overheard one of her colleagues, who had just gotten off the phone with his domestic partner, discussing his plan to bring home a variety of office supplies from one of Vanguard's supply closets, sell the supplies online, and keep the money. What should Sue-Yenn do?
Sue-Yenn should contact the Global Fraud Prevention Team directly. We take seriously, and have a duty to thoroughly investigate, any indication that a crew member is misappropriating any Vanguard supplies or other assets.
17
4.Comply with the law
•Bribery and corruption: Vanguard is committed to conducting business in accordance with the highest ethical standards and prohibits all forms of bribery and corruption. Improper behavior and misconduct, such as commercial and government corruption, violate public trust and affect Vanguard's reputation. Further, countries in which Vanguard does business have enacted antibribery and anticorruption laws and regulations and, under these regulations, it is a crime to give or offer bribes in order to improperly influence business decisions. While the laws may differ by country, for us it's simple: Briberyof anyone, at any organization, at any levelis always wrong. Whenever you interact with a government official, political party or party official, or candidate for public office, be sure to comply with applicable laws and regulations as well as the terms of Vanguard's Global Anti-Bribery and Anti-Corruption Policy.
t
t
Compliance tip: In some countries, different types of government officials may be subject to differing or more stringent gift and entertainment rules. Consult with your local Compliance team if you are considering offering anything of
value to a government official, including meals, transportation, or accommodations.
Ethics in action: Anya has been trying for several weeks to schedule a meeting with a government official to discuss the government agency's business with Vanguard. She receives an email from the official's assistant stating that the official is available to meet for lunch at a local restaurant during the following week. Anya wants to make sure that it's okay and to find out about any restrictions before sending her reply.
If your work at Vanguard brings you in contact with a government official, be careful to comply with Vanguard's relationship management protocols, the Global Anti-Bribery and Anti- Corruption Policy, the Gift and Entertainment Policy, and local laws. Even innocent or well- intended gestures, like offering to pay for a government official's meal, may be prohibited or have other implications. Contact your local Compliance representative if you have any questions.
18
4.Comply with the law
•Global sanctions: Governments in various countries, in an effort to achieve policy and national security aims or restrict criminal activity, at times impose financial and/or trading restrictions on certain companies, securities,
or individuals, or even on other governments. Those restrictions can affect money movement or securities transactions in the primary or secondary markets. It is incumbent upon all of us to comply with those restrictionsoften called "sanctions"in managing Vanguard funds and serving clients and avoid any conduct that could be interpreted as circumventing such restrictions. Consult the Global Sanctions Policy to learn more.
Sidebar for a regional policy: Crew and contingent workers in Canada should consult the Anti-Money Laundering & Sanctions Policy on this topic.
•Competition and business practices: Vanguard believes in and supports the notion of fair competition in the marketplace and the protection of investors against predatory business practices. Indeed, the notion is closely aligned with Vanguard's mission of treating all investors fairly. Some countries have enacted laws designed to preserve fair and vigorous competition in the marketplace. You are expected to comply with those laws as applicable, avoid anticompetitive behavior, and exercise particular caution when engaging with a competitor or counterparty, whether directly or indirectly (e.g., through an industry or trade group). The Antitrust and Competition Policy explains these expectations in more detail.
•Expectations for personnel who hold a license from a regulatory authority: As explained earlier, Vanguard upholds licensing requirements for certain business lines and jurisdictions. If you are required to maintain a license, additional obligations may apply to you. Consult with your manager; it is your responsibility to meet and maintain your licensing obligations and ensure that all licenses are in good standing.
t
Ethics in action: Njeri was asked to join an industry trade committee and represent Vanguard's interests. She is wondering what she can and cannot discuss while interacting with other committee members, most of whom are with firms that compete with Vanguard.
Crew often interact with competitors and other firms in our industry,
and that in and of itself is not inappropriate. When you interact, avoid disclosing Vanguard's confidential information and avoid discussing topics that are competitively sensitive, such as pricing for products or services, trading behavior, and business, market, or sales strategies. Consult the Antitrust and Competition Policy to learn more.
19
5. Speak up
Because open and honest communication is vital to fulfill our core purpose, we've established several ways for you to raise concerns in good faith about any issue, including business practices or ethical matters, even if you aren't sure whether the issue is problematic.
We encourage you to help protect our clients, crew, and Vanguard by reporting concerns about ethics, financial or business integrity, information security and privacy, workplace practices, or alleged violations of policy, regulation, or law. We also encourage you to speak up about innocent yet significant errors or mistakes that you aren't comfortable elevating in some other manner.
We take violations of this Code of Ethical Conduct, Vanguard policies, or applicable law seriously. We also owe it to our clients to identify and address our mistakes promptly. When you speak up about conduct that fails to meet our high standards whether it is your conduct or someone else's, in your department or elsewhereyou help Vanguard and our clients. Indeed, you are complying with Vanguard's expectations when you speak up in this way.
As always, you can voice concerns to your manager or to Crew Relations. If you wish to remain anonymous, Vanguard has arranged a way for crew in each region to anonymously report concerns in good faith without fear of retaliation.
t
t
Compliance tip: See something? Say something. Speaking up is one of the most effective ways to identify, prevent, and deter wrongdoing and protect our clients.
Ethics in action: One of Akash's fellow crew members shared information with him about the account size and holdings of a well-known person who is a Vanguard client. Akash is concerned that sharing the information was an invasion of the client's privacy. How can he report his concerns without creating a potentially awkward situation with his colleague?
If you come across behavior that you in good faith feel is improper or unethical, you can discuss it with your manager. If you for any reason are uncomfortable discussing it with your manager, you are encouraged to report it via the Anonymous Reporting channel for your regionindeed, doing so means you are complying with Vanguard's expectations. Vanguard takes all such reports seriously and investigates them thoroughly.
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Closing thoughts
At Vanguard, acting with integrity is of the utmost importance. When you face an ethical dilemma at work, it may be tempting to do the easy thing. But if we lower our standardseven one time, or even if we think no one will find outwe risk tarnishing the reputation of our whole company.
As CEO Tim Buckley said, our expectations are high and uncompromising. Vanguard expects you to maintain your personal integrity at all times and in all places. Even an action that is proper and ethical but that appears unethical can have negative consequences. Ultimately, our reputation depends on our resolve to always do the right thing.
A variety of help and resources is available. If you have a question about this Code of Ethical Conduct or the underlying policies, you may contact any of the resources listed in the Additional resources section. Similarly, if you aren't sure what to do in a particular
situation, the Ethical decision-making guide can help you think it through. You can also speak with your manager or the Code of Ethical Conduct team in Compliance for guidance. Elevating the issue and enlisting the assistance of others can help ensure that we reach the right answer for Vanguard and our clients.
Remember: It is your responsibility to report any concerns you have and any violations or suspected violations of this Code or our policies that you know about. We've established internal and anonymous external channels for this purpose.
Finally, rest assured that Vanguard does not tolerate retaliation against anyone who raises an issue or concern in good faith. If you seek advice, raise a concern, or report suspected acts of misconduct, you are complying with our Code and helping to maintain Vanguard's ethical culture and client-first mission.
21
Additional resources
The following resources are available to you in case you have questions about the expectations or content in this Code or any of the underlying policies.
Where to find online training about the Code or underlying policies:
The Compliance Department offers online training to help you understand the Code, the policies referenced in the Code, and the expectations Vanguard has for you.
How to use our internal compliance applications:
Resources regarding MCO are intended to help you understand and navigate the MCOMy Compliance Office application and handle tasks such as disclosing personal securities transactions and holdings reports, reporting gifts and entertainment, submitting outside business activity requests, submitting conflict of interest notifications, and other similar tasks.
Questions about specific policies or regional matters:
If you have a question about a specific policy under this Code or how it applies to you or your region, please visit the policy
itself, which will include contact information. For your convenience, our Corporate policies are published and accessible to you on CrewNet.
General questions about this Code:
Direct all general questions about this Code to your region's Compliance Department.
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To learn more about Vanguard, visit vanguard.com.
P.O. Box 2600
Valley Forge, PA 19482-2600
© 2022 The Vanguard Group, Inc. All rights reserved.
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