AGREEMENT
AGREEMENT
Made as of this 28th day of July, 2010, by and among VANGUARD ADMIRAL FUNDS, VANGUARD BOND INDEX FUNDS, VANGUARD CALIFORNIA TAX-FREE FUNDS, VANGUARD XXXXXXX FUNDS, VANGUARD CMT FUNDS, VANGUARD CONVERTIBLE SECURITIES FUND, VANGUARD EXPLORER FUND, VANGUARD FENWAY FUNDS, VANGUARD FIXED INCOME SECURITIES FUNDS, VANGUARD FLORIDA TAX-FREE FUNDS, VANGUARD HORIZON FUNDS, VANGUARD INDEX FUNDS, VANGUARD INSTITUTIONAL INDEX FUNDS, VANGUARD INTERNATIONAL EQUITY INDEX FUNDS, VANGUARD MALVERN FUNDS, VANGUARD MASSACHUSETTS TAX-EXEMPT FUNDS, VANGUARD MONEY MARKET RESERVES, VANGUARD XXXXXXXXXX FUNDS, VANGUARD XXXXXX GROWTH FUND, VANGUARD MUNICIPAL BOND FUNDS, VANGUARD NEW JERSEY TAX-FREE FUNDS, VANGUARD NEW YORK TAX-FREE FUNDS, VANGUARD OHIO TAX-FREE FUNDS, VANGUARD PENNSYLVANIA TAX-FREE FUNDS, VANGUARD QUANTITATIVE FUNDS, VANGUARD SCOTTSDALE FUNDS, VANGUARD SPECIALIZED FUNDS, VANGUARD STAR FUNDS, VANGUARD TAX-MANAGED FUNDS, VANGUARD TRUSTEES’ EQUITY FUND, VANGUARD VALLEY FORGE FUNDS, VANGUARD VARIABLE INSURANCE FUNDS, VANGUARD WELLESLEY INCOME FUND, VANGUARD WELLINGTON FUND, VANGUARD WHITEHALL FUNDS, VANGUARD WINDSOR FUNDS, AND VANGUARD WORLD FUND (hereinafter collectively referred to as the “Funds”) and THE VANGUARD GROUP, INC., VANGUARD ADVISERS, INC., AND VANGUARD MARKETING CORPORATION (hereinafter collectively referred to as “Vanguard”).
THIS AGREEMENT is entered into under the following circumstances:
WHEREAS, Section 17(g) of the Investment Company Act of 1940 (“the Act”) provides that the Securities and Exchange Commission (“SEC”) is authorized to require that the officers and employees of registered management investment companies who, either singly or jointly with others, may have access to the Funds’ assets, be bonded against larceny and embezzlement, and the SEC has promulgated such rules and regulations (“Rule 17g-1”); and
#51658
WHEREAS, the Funds and Vanguard are named as joint insureds under the terms of a bond or policy of insurance with total coverage of $400,000,000 which insures against larceny and embezzlement by officers and employees (the “Joint Insured Bond”); and
WHEREAS, a majority of the Board of Trustees of the Funds (the “Board”), who are not “interested persons” as defined by Section 2(a)(19) of the Act, have given due consideration to all factors relevant to the form, amount and apportionment of recoveries and premium on the Joint Insured Bond, and the Board has approved the term and amount of the Joint Insured Bond, the portion of the premium payable by each party, and the manner in which recovery on the Joint Insured Bond, if any, shall be shared by and among the parties as set forth below in this Agreement; and
WHEREAS, the Funds and Vanguard now desire to enter into this Agreement as required by Rule 17g-1(f) of the Act to establish the manner in which recovery on the Joint Insured Bond, if any, shall be shared.
NOW, THEREFORE, IT IS HEREBY AGREED by and among the parties as follows:
1. ALLOCATION OF PREMIUMS
The annual premium shall be allocated among the Vanguard Funds, based on relative net assets, in accordance with a Board-approved methodology, and expensed monthly over the term of the Joint Insured Bond.
2. ALLOCATION OF RECOVERIES
A. In the event of a separate loss or losses under the Joint Insured Bond, the party suffering a loss or losses shall be entitled to be indemnified up to the full amount of the Joint Insured Bond.
B. If more than one party is damaged in a single loss or occurrence for which recovery is received under the Joint Insured Bond, each such party shall receive that portion of the recovery which represents the loss sustained by that party, unless the recovery is inadequate to fully indemnify each party sustaining a loss.
A-2
C. If the recovery is inadequate to fully indemnify each party sustaining a loss, the recovery shall be allocated among the parties as follows:
(i) Each party sustaining a loss shall be allocated an amount equal to the lesser of its actual loss or at least equal to the amount which it would have received had it provided and maintained a single insured bond with the minimum coverage as set forth in Exhibit A as attached.
(ii) The remaining portion of the recovery shall be allocated to each party sustaining a loss not fully indemnified by the allocation under subparagraph (i) above, in ratio of the premium paid by each such party to the premium paid by all parties.
3. BOND COVERAGE REQUIRED
Each party has determined the minimum amount of fidelity bond coverage deemed appropriate to be maintained. This amount is set forth in Exhibit A and each Fund represents and warrants to each of the other parties that the minimum amount of coverage required by Rule 17g-1(d)(1) is not more than reflected in Exhibit A. Each Fund further agrees that its minimum coverage shall not be less than the minimum coverage required by Rule 17g-1(d)(1).
4. This Agreement shall apply to the present fidelity bond coverage and any renewal or replacement thereof and shall continue until terminated by any party that provides 60 days’ written notice to the other parties.
5. Any dispute arising under this Agreement shall be submitted to arbitration under the Rules of the American Arbitration Association and the decision rendered therein shall be final and binding upon the parties hereto.
A-3
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed on their behalf by their duly authorized officers as of the date first written above.
VANGUARD ADMIRAL FUNDS
VANGUARD BOND INDEX FUNDS
VANGUARD CALIFORNIA TAX-FREE FUNDS
VANGUARD CONVERTIBLE SECURITIES FUND
VANGUARD XXXXXXX FUNDS
VANGUARD CMT FUNDS
VANGUARD EXPLORER FUND
VANGUARD FENWAY FUNDS
VANGUARD FIXED INCOME SECURITIES FUNDS
VANGUARD FLORIDA TAX-FREE FUNDS
VANGUARD HORIZON FUNDS
VANGUARD INDEX FUNDS
VANGUARD INSTITUTIONAL INDEX FUNDS
VANGUARD INTERNATIONAL EQUITY INDEX FUNDS
VANGUARD MALVERN FUNDS
VANGUARD MASSACHUSETTS TAX-EXEMPT FUNDS
VANGUARD MONEY MARKET RESERVES
VANGUARD XXXXXXXXXX FUNDS
VANGUARD XXXXXX GROWTH FUND
VANGUARD MUNICIPAL BOND FUNDS
VANGUARD NEW JERSEY TAX-FREE FUNDS
VANGUARD NEW YORK TAX-FREE FUNDS
VANGUARD OHIO TAX-FREE FUNDS
VANGUARD PENNSYLVANIA TAX-FREE FUNDS
VANGUARD QUANTITATIVE FUNDS
VANGUARD SCOTTSDALE FUNDS
VANGUARD SPECIALIZED FUNDS
VANGUARD STAR FUNDS
VANGUARD TAX-MANAGED FUNDS
VANGUARD TRUSTEES’ EQUITY FUNDS
VANGUARD VARIABLE INSURANCE FUNDS
VANGUARD VALLEY FORGE FUNDS
VANGUARD WELLESLEY INCOME FUND
VANGUARD WELLINGTON FUND
VANGUARD WHITEHALL FUNDS
VANGUARD WINDSOR FUNDS
VANGUARD WORLD FUND
By: ______________________________
Xxxxx Xxxx, Secretary
Attest: _______________________________
F. Xxxxxxx Xxx, Assistant Secretary
A-4
THE VANGUARD GROUP, INC.
By: ______________________________
Xxxxx Xxxx, Managing Director, General Counsel, and Secretary
Attest: _______________________________
Xxxxxxx X. Xxxxxx, Assistant Secretary
VANGUARD ADVISERS, INC.
By: ______________________________
Xxxxxxx X. Xxxxxx, Secretary
Attest: _______________________________
Xxxxxxx XxXxxxxxx, Assistant Secretary
VANGUARD MARKETING CORPORATION
By: ______________________________
Xxxxxxx X. Xxxxxx, Secretary
Attest: _______________________________
Xxxxxxx XxXxxxxxx, Assistant Secretary
A-5
EXHIBIT A
Rule 17g-1
Minimum Bond Requirements
As of 5/31/2010
|
|
|
|
|
Fund/Portfolio Name |
Net Assets |
Bond Requirement |
|
|
|
|
Vanguard Admiral Funds |
|
|
|
Admiral Treasury Money Market Fund |
19,677,302,085 |
2,500,000 |
|
Vanguard Bond Index Funds |
|
|
|
Inflation-Protected Securities Fund |
30,691,943,021 |
2,500,000 |
|
Intermediate-Term Bond Index Fund |
11,064,176,947 |
2,500,000 |
|
Long-Term Bond Index Fund |
3,293,993,349 |
2,100,000 |
|
Short-Term Bond Index Fund |
18,907,545,947 |
2,500,000 |
|
Total Bond Market Index Fund |
80,370,567,694 |
2,500,000 |
|
Total Bond Market II Index Fund |
30,070,516,747 |
2,500,000 |
|
Vanguard CMT Funds |
|
|
|
Market Liquidity Fund |
27,615,026,023 |
2,500,000 |
|
Municipal Cash Management Fund |
3,146,724,942 |
2,100,000 |
Vanguard California Tax-Free Funds |
|
|
|
CA Intermediate-Term Tax-Exempt Fund |
5,408,073,547 |
2,500,000 |
|
CA Long-Term Tax-Exempt Fund |
2,978,891,758 |
1,900,000 |
|
CA Tax-Exempt Money Market Fund |
4,895,773,818 |
2,500,000 |
Vanguard Xxxxxxx Funds |
|
|
PRIMECAP Fund |
26,976,732,099 |
2,500,000 |
Target Retirement Income Fund |
3,168,324,869 |
2,100,000 |
Target Retirement 2005 Fund |
2,051,504,596 |
1,700,000 |
|
Target Retirement 2010 Fund |
3,867,654,284 |
2,300,000 |
|
Target Retirement 2015 Fund |
11,178,952,922 |
2,500,000 |
|
Target Retirement 2020 Fund |
7,710,009,056 |
2,500,000 |
|
Target Retirement 2025 Fund |
11,989,274,596 |
2,500,000 |
|
Target Retirement 2030 Fund |
5,501,209,373 |
2,500,000 |
|
Target Retirement 2035 Fund |
8,113,116,753 |
2,500,000 |
|
Target Retirement 2040 Fund |
3,269,804,142 |
2,100,000 |
|
Target Retirement 2045 Fund |
4,320,644,421 |
2,500,000 |
|
Target Retirement 2050 Fund |
1,306,029,387 |
1,250,000 |
|
Vanguard Convertible Securities Fund |
1,606,890,817 |
1,500,000 |
Vanguard Explorer Fund |
8,919,088,608 |
2,500,000 |
|
Vanguard Fenway Funds |
|
|
|
Equity Income Fund |
4,000,349,206 |
2,500,000 |
|
Growth Equity Fund |
597,549,287 |
900,000 |
|
PRIMECAP Core Fund |
4,470,226,854 |
2,500,000 |
A-6
|
Vanguard Fixed Income Securities Funds |
|
|
| |
|
GNMA Fund |
36,421,335,899 |
2,500,000 |
| |
|
High-Yield Corporate Fund |
11,438,883,834 |
2,500,000 |
| |
|
Intermediate-Term Investment-Grade Fund |
14,452,368,750 |
2,500,000 |
| |
|
Intermediate-Term Treasury Fund |
6,218,761,683 |
2,500,000 |
| |
|
Long-Term Investment-Grade Fund |
8,453,234,779 |
2,500,000 |
| |
|
Long-Term Treasury Fund |
2,873,500,388 |
1,900,000 |
| |
|
Short-Term Federal Fund |
5,583,536,054 |
2,500,000 |
| |
|
Short-Term Investment-Grade Fund |
36,198,766,387 |
2,500,000 |
| |
|
Short-Term Treasury Fund |
6,666,078,770 |
2,500,000 |
| |
Vanguard Florida Tax-Free Funds |
|
|
| |
|
Florida Long-Term Tax-Exempt Fund |
1,005,586,673 |
1,250,000 |
| |
Vanguard Horizon Funds |
|
|
| |
|
Capital Opportunity Fund |
8,048,292,265 |
2,500,000 |
| |
|
Global Equity Fund |
3,646,722,868 |
2,300,000 |
| |
|
Strategic Equity Fund |
3,156,318,530 |
2,100,000 |
| |
|
Strategic Small-Cap Equity Fund |
170,580,598 |
600,000 |
| |
Vanguard Index Funds |
|
|
| |
|
500 Index Fund |
91,080,383,334 |
2,500,000 |
| |
|
Extended Market Index Fund |
13,692,594,634 |
2,500,000 |
| |
|
Growth Index Fund |
15,694,385,436 |
2,500,000 |
| |
|
Large-Cap Index Fund |
3,760,379,481 |
2,300,000 |
| |
|
Mid-Cap Growth Index Fund |
1,318,833,142 |
1,250,000 |
| |
|
Mid-Cap Index Fund |
21,259,508,305 |
2,500,000 |
| |
|
Mid-Cap Value Index Fund |
1,234,447,819 |
1,250,000 |
| |
|
Small-Cap Growth Index Fund |
5,751,313,322 |
2,500,000 |
| |
|
Small-Cap Index Fund |
19,219,476,115 |
2,500,000 |
| |
|
Small-Cap Value Index Fund |
6,098,945,587 |
2,500,000 |
| |
|
Total Stock Market Index Fund |
126,497,062,399 |
2,500,000 |
| |
|
Value Index Fund |
11,858,488,257 |
2,500,000 |
| |
Vanguard Institutional Index Funds |
|
|
| |
|
Institutional Index Fund |
70,150,384,868 |
2,500,000 |
| |
|
Institutional Total Stock Market Index Fund |
12,748,667,016 |
2,500,000 |
| |
Vanguard International Equity Index Funds |
|
|
| |
|
Emerging Markets Stock Index Fund |
37,417,897,804 |
2,500,000 |
| |
|
European Stock Index Fund |
11,021,206,781 |
2,500,000 |
| |
|
FTSE All-World Ex-US Index Fund |
8,760,377,935 |
2,500,000 |
| |
|
FTSE All-World Ex-US Small-Cap Index Fund |
561,134,048 |
900,000 |
| |
|
Pacific Stock Index Fund |
6,305,103,629 |
2,500,000 |
| |
|
Total World Stock Index Fund |
831,551,348 |
1,000,000 |
| |
Vanguard Malvern Funds |
|
|
| |
|
Asset Allocation Fund |
9,214,136,771 |
2,500,000 |
| |
|
Capital Value Fund |
769,040,297 |
1,000,000 |
| |
|
U.S. Value Fund |
489,778,939 |
750,000 |
| |
Vanguard Massachusetts Tax-Exempt Funds |
|
|
| |
|
Massachusetts Tax-Exempt Fund |
981,944,248 |
1,000,000 |
| |
Vanguard Money Market Reserves |
|
|
| |
|
Federal Money Market Fund |
6,445,816,894 |
2,500,000 |
| |
|
Prime Money Market Fund |
107,826,816,989 |
2,500,000 |
| |
Vanguard Xxxxxxxxxx Funds |
|
|
| |
|
Market Neutral Fund |
65,575,169 |
400,000 |
| |
Vanguard Xxxxxx Growth Fund |
7,820,023,834 |
2,500,000 |
| |
Vanguard Municipal Bond Funds |
|
|
| |
|
High-Yield Tax-Exempt Fund |
6,735,227,624 |
2,500,000 |
| |
|
Intermediate-Term Tax-Exempt Fund |
29,039,663,228 |
2,500,000 |
| |
|
Limited-Term Tax-Exempt Fund |
13,451,854,656 |
2,500,000 |
| |
|
Long-Term Tax-Exempt Fund |
7,677,525,924 |
2,500,000 |
| |
|
Short-Term Tax-Exempt Fund |
11,986,097,262 |
2,500,000 |
| |
|
Tax-Exempt Money Market Fund |
19,035,149,701 |
2,500,000 |
| |
Vanguard New Jersey Tax-Free Funds |
|
|
| |
|
NJ Long-Term Tax-Exempt Fund |
2,105,344,180 |
1,700,000 |
| |
|
NJ Tax-Exempt Money Market Fund |
2,327,481,853 |
1,700,000 |
| |
Vanguard New York Tax-Free Funds |
|
|
| |
|
NY Long-Term Tax-Exempt Fund |
3,099,904,060 |
2,100,000 |
| |
|
NY Tax-Exempt Money Market Fund |
3,588,643,565 |
2,300,000 |
| |
Vanguard Ohio Tax-Free Funds |
|
|
| |
|
OH Long-Term Tax-Exempt Fund |
997,460,268 |
1,000,000 |
| |
|
OH Tax- Exempt Money Market Fund |
836,024,991 |
1,000,000 |
| |
Vanguard Pennsylvania Tax-Free Funds |
|
|
| |
|
PA Long-Term Tax-Exempt Fund |
3,043,627,801 |
2,100,000 |
| |
|
PA Tax- Exempt Money Market Fund |
3,048,395,099 |
2,100,000 |
| |
Vanguard Quantitative Funds |
|
|
| |
|
Growth and Income Fund |
4,291,521,743 |
2,500,000 |
| |
|
Structured Broad Market Fund |
285,762,516 |
750,000 |
| |
|
Structured Large-Cap Equity Fund |
617,769,851 |
900,000 |
| |
|
Structured Large-Cap Growth Fund |
45,571,116 |
350,000 |
| |
|
Structured Large-Cap Value Fund |
51,549,186 |
400,000 |
| |
Vanguard Scottsdale Funds |
|
|
| |
|
Explorer Value Fund |
81,177,617 |
450,000 |
| |
|
Intermediate-Term Corporate Bond Index Fund |
194,908,390 |
600,000 |
| |
|
Intermediate-Term Government Bond Index Fund |
56,531,789 |
400,000 |
| |
|
Long-Term Corporate Bond Index Fund |
46,759,736 |
350,000 |
| |
|
Long-Term Government Bond Index Fund |
13,253,741 |
200,000 |
| |
|
Mortgage-Backed Securities Index Fund |
51,437,082 |
400,000 |
| |
|
Short-Term Corporate Bond Index Fund |
497,647,450 |
750,000 |
| |
|
Short-Term Government Bond Index Fund |
65,852,188 |
400,000 |
| |
Vanguard Specialized Funds |
|
|
| |
|
Dividend Appreciation Index Fund |
3,700,857,119 |
2,300,000 |
| |
|
Dividend Growth Fund |
3,325,316,916 |
2,100,000 |
| |
|
Energy Fund |
10,459,772,961 |
2,500,000 |
| |
|
Health Care Fund |
18,654,070,370 |
2,500,000 |
| |
|
Precious Metals and Mining Fund |
3,789,051,645 |
2,300,000 |
| |
|
REIT Index Fund |
13,056,281,786 |
2,500,000 |
| |
Vanguard STAR Funds |
|
|
| |
|
Developed Markets Index Fund |
8,484,827,970 |
2,500,000 |
| |
|
LifeStrategy Conservative Growth Fund |
5,821,134,991 |
2,500,000 |
| |
|
LifeStrategy Growth Fund |
6,917,005,394 |
2,500,000 |
| |
|
LifeStrategy Income Fund |
2,009,413,726 |
2,500,000 |
| |
|
LifeStrategy Moderate Growth Fund |
7,811,000,146 |
2,500,000 |
| |
|
STAR Fund |
12,642,339,772 |
2,500,000 |
| |
|
Total International Stock Index Fund |
24,197,362,064 |
2,500,000 |
| |
Vanguard Tax-Managed Funds |
|
| ||
|
Tax-Managed Balanced Fund |
685,984,226 |
900,000 | ||
|
Tax-Managed Capital Appreciation Fund |
3,262,874,266 |
2,100,000 | ||
|
Tax-Managed Growth and Income Fund |
2,061,702,438 |
1,700,000 | ||
|
Tax-Managed International Fund |
5,354,875,511 |
2,500,000 | ||
|
Tax-Managed Small-Cap Fund |
1,739,813,850 |
1,500,000 | ||
Vanguard Trustees' Equity Fund |
|
| ||
|
Diversified Equity Fund |
1,233,467,305 |
1,500,000 | ||
|
International Value Fund |
6,115,380,689 |
2,500,000 | ||
Vanguard Valley Forge Funds |
|
| ||
|
Balanced Index Fund |
9,234,746,126 |
2,500,000 | ||
|
Managed Payout Growth Focus Fund |
49,600,767 |
350,000 | ||
|
Managed Payout Growth and Distribution Fund |
198,222,798 |
600,000 | ||
|
Managed Payout Distribution Focus Fund |
244,189,503 |
600,000 | ||
|
Vanguard Variable Insurance Funds |
|
| ||
|
Balanced Portfolio |
1,265,768,357 |
1,250,000 | ||
|
Capital Growth Portfolio |
288,915,099 |
750,000 | ||
|
Diversified Value Portfolio |
700,125,040 |
900,000 | ||
|
Equity Income Portfolio |
397,261,374 |
750,000 | ||
|
Equity Index Portfolio |
1,962,297,532 |
1,500,000 | ||
|
Growth Portfolio |
235,011,510 |
600,000 | ||
|
High Yield Bond Portfolio |
305,791,901 |
750,000 | ||
|
International Portfolio |
1,428,074,265 |
1,250,000 | ||
|
Mid-Cap Index Portfolio |
676,923,066 |
900,000 | ||
|
Money Market Portfolio |
1,254,793,572 |
1,250,000 | ||
|
REIT Index Portfolio |
389,885,515 |
750,000 | ||
|
Short-Term Investment-Grade Portfolio |
906,939,421 |
1,000,000 | ||
|
Small Company Growth Portfolio |
613,505,300 |
900,000 | ||
|
Total Bond Market Index Portfolio |
2,048,098,932 |
1,700,000 | ||
|
Total Stock Market Index Portfolio |
799,743,158 |
1,000,000 | ||
Vanguard Wellesley Income Fund |
15,926,486,480 |
2,500,000 | ||
|
Vanguard Wellington Fund |
48,110,225,110 |
2,500,000 | ||
|
Vanguard Whitehall Funds |
|
| ||
|
High Dividend Yield Index Fund |
837,457,333 |
1,000,000 | ||
|
International Explorer Fund |
1,999,628,865 |
1,500,000 | ||
|
Mid-Cap Growth Fund |
1,402,619,727 |
1,250,000 | ||
|
Selected Value Fund |
3,390,107,135 |
2,100,000 | ||
Vanguard Windsor Funds |
|
| ||
|
Windsor Fund |
12,369,598,095 |
2,500,000 | ||
|
Windsor II Fund |
33,460,601,881 |
2,500,000 | ||
X-0
X-0
X-0
Xxxxxxxx World Fund |
|
|
|
Consumer Discretionary Index Fund |
274,409,611 |
750,000 |
|
Consumer Staples Index Fund |
607,920,764 |
900,000 |
|
Energy Index Fund |
1,208,514,524 |
1,250,000 |
|
Extended Duration Treasury Index Fund |
325,525,934 |
750,000 |
|
FTSE Social Index Fund |
456,860,807 |
750,000 |
|
Financials Index Fund |
580,628,724 |
900,000 |
|
Health Care Index Fund |
636,254,874 |
900,000 |
|
Industrials Index Fund |
329,905,969 |
750,000 |
|
Information Technology Index Fund |
1,176,317,415 |
1,250,000 |
|
International Growth Fund |
14,312,944,050 |
2,500,000 |
|
Materials Index Fund |
546,803,306 |
900,000 |
|
Mega Cap 300 Growth Index Fund |
385,770,562 |
750,000 |
|
Mega Cap 300 Index Fund |
318,870,215 |
750,000 |
|
Mega Cap 300 Value Index Fund |
287,602,803 |
750,000 |
|
Telecommunication Services Index Fund |
214,087,956 |
600,000 |
|
U.S. Growth Fund |
3,763,460,920 |
2,300,000 |
|
Utilities Index Fund |
642,168,591 |
900,000 |
|
|
|
|
|
TOTALS |
$1,511,536,479,676 |
$288,100,000 |
A-10
