FOURTH AMENDED AND RESTATED FUNDS' SERVICE AGREEMENT
This Fourth Amended and Restated Funds' Service Agreement, made as the 15th
day of June, 2001 (the "Agreement"), between and among the 34 investment
companies registered under the Investment Company Act of 1940 ("1940 Act"),
whose names are set forth on the signature page of this Agreement, which
together with any additional investment companies which may become a party to
this Agreement pursuant to Section 5.4 are collectively called the "Funds"; and
The Vanguard Group, Inc., a Pennsylvania corporation ("Service Company").
Whereas, each of the Funds has heretofore determined (as evidenced by,
among many documents, prior versions* of this Agreement (the "Prior
Agreements"), and by prospectuses and proxy statements of the Funds related
thereto): (i) to manage and perform the corporate management, administrative and
share distribution functions required for its continued operation, (ii) to
create a structure which enhances the independence of the Funds from the
providers of external services, (iii) to share, on an equitable and fair basis,
with all of the other Funds the expenses of establishing the means to accomplish
these objectives at the lowest reasonable cost; and
Whereas, each of the Funds: (i) has heretofore determined that these
objectives can best be accomplished by establishing a company: (a) to be
wholly-owned by the Funds; (b) to provide corporate management, administrative,
and distribution services, and upon the reasonable request of any Fund to
provide other service to such Fund at cost; (c) to employ the executive,
managerial, administrative, secretarial and clerical personnel necessary or
appropriate to perform such services; and (d) to acquire such assets and to
obtain such facilities and equipment as are necessary or appropriate to carry
out such services, and to make those assets available to the Funds; and (ii)
since May 1, 1975 (or the commencement of its operations after this date) has
utilized Service Company, pursuant to the provisions of the Prior Agreements;
and
Whereas, each of the Funds has further heretofore recognized that it may,
from time to time, be in the best interests of the Funds (i) for Service Company
to provide similar services to investment companies other than the Funds, (ii)
for the Funds to organize, from time to time, new investment companies which are
intended to become parties to this Agreement; and, (iii) for Service Company to
engage in business activities (directly or through subsidiaries), supportive of
the Funds' operations as investment companies; and
Whereas, each of the Funds desires to enter into a completely integrated
Fourth Amended and Restated Funds' Service Agreement with the other Funds to (i)
set forth the current terms and provisions of the relationships which the Funds
have determined to establish; and (ii) make non-substantive amendments to the
Amended and Restated Funds' Service Agreement, including correcting the names of
the Funds set forth on the signature page of this Agreement.
Now, Therefore, each Fund agrees with each and all of the other Funds, and
with Service Company, as follows:
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* Funds' Service Agreement dated May 1, 1975; an Amended and Restated Funds'
Service Agreement dated October 1, 1977; and an Amended and Restated Funds'
Service Agreement dated May 10, 1993, and an Amended and Restated Funds' Service
Agreement dated January 1, 1996, as therefore amended.
I. CAPITALIZATION AND ASSETS OF SERVICE COMPANY
1.1 Capital and Assets. To provide the Service Company with the cash and
with the office space, facilities and equipment necessary for it to discharge
its responsibilities hereunder, each Fund agrees:
A. To make cash investments in the Service Company as provided in
Sections 1.2, 1.3 and 1.4.
B. To assign and transfer to Service Company on and after May 1, 1975
any and all right, title and interest which the Funds may have in any
office facilities and equipment necessary for it to discharge its
responsibilities and in any other assets which Service Company may develop
or acquire, subject only to the rights reserved in Section 1.6 (concerning
certain major assets). Section 5.2 (concerning rights upon withdrawal) and
Section 5.3 (concerning rights upon termination) of the Agreement.
1.2 Cash Investments in Service Company. To provide Service Company with
such cash as may be necessary or appropriate from time to time to accomplish the
purposes of the Funds and to discharge its responsibilities hereunder, each Fund
agrees to purchase, for cash, shares of common stock of Service Company
("Shares") or such other securities of Service Company (hereafter referred to as
"other securities") upon the favorable vote of the holders of a majority of the
Shares adopting a resolution setting forth the terms and provisions of the
purchase. Provided, however, that:
A. Without the consent of all of the Funds, the date for the purchase
of Shares or other securities shall not be less than 15 days following the
date on which the resolution is approved by the shareholders.
B. The cash purchase price to be paid by any Fund for the Shares or
other securities, expressed as a percentage of the total purchase price for
the additional securities to be paid by all of the Funds shall not exceed
the percentage which the then current net assets of the Fund bears to the
aggregate current net assets of all of the Funds as of the most recent
month-end preceding the purchase date.
1.3 Periodic Adjustments of Cash Investments. To maintain and re-establish
periodically a fair and proportionate ratio of cash investments by each Fund in
the Service Company as compared to its then current net assets, each Fund agrees
to purchase from one or more of the other Funds, or to sell one or more of the
Funds, sufficient Shares or other securities to re-establish the ratio.
A. Such purchases and sales shall be made (1) as of the last business
day of any month upon the addition or withdrawal of any Fund as a party to
this Agreement, provided that if the addition or withdrawal of a Fund
creates no material disparity in the ratios (as determined by the Service
Company's Board of Directors), and no Fund requests that an adjustment be
made, the adjustment may be deferred until the close of the Service
Company's fiscal year; (2) in connection with additional investments
pursuant to Section 1.2; and (3) annually as of the close of the Service
Company's fiscal year, on a date fixed by Service Company's Board of
Directors within 90 days after the close of the fiscal year unless there is
no material disparity in the ratios (as determined by the Service Company's
Board of Directors) and no Fund requests that an adjustment be made.
B. The cash purchases and sale price of the Share or other securities
shall be for each Fund (1) in the case of Shares, the fair market value of
Shares determined in accord with generally accepted accounting principles
and procedures established by the Board of Directors of Service Company;
and (2) in the case of debt securities, the face value thereof.
C. Unless specifically required by applicable law, the issuance and
transfer of Shares or other securities of Service Company, and the cash
investments of the Funds in Service Company, may be evidenced by proper
records of Service Company; and no certificates need be issued.
1.4 Limitation Upon Funds' Obligations to Make Cash Investments or
Purchases. Notwithstanding the provisions of Sections 1.1, 1.2 and 1.3 above, no
Fund shall be obligated to purchase Shares or other securities of Service
Company if, as a result of such purchase the Fund would thereby have invested in
cash a total of more than 0.40% of its then current net assets in Shares or
other securities of Service Company.
1.5 Restrictions on Transfer of Shares or Other Securities. Each Fund
agrees that it will not, without the written consent of all other parties to
this Agreement, transfer or dispose of or encumber any of its Shares or other
securities of Service Company except as provided in this Agreement, and that, if
issued, each certificate for Shares or other securities of Service Company will
be stamped with a legend referring to this restriction.
1.6 Assets of Service Company. The Funds agree that Service Company may
acquire, by purchase or lease, office space, furniture, equipment, supplies,
files, records, computer hardware and software, and other assets necessary or
appropriate for the discharge of the Service Company's responsibilities
hereunder. Each of the Funds hereby assigns and transfers to Service Company,
any and all right, title and interest that it may have or hereafter acquire in
any such assets, subject to the rights of each Fund (A) to receive the then fair
value of such assets upon the purchase or sale of Shares pursuant to this
Agreement, (B) to the continued use of such assets in the administration of the
business affairs of a Fund so long as the Fund remains a party to this
Agreement.
1.7 Borrowing by Service Company. The Funds agree that Service Company may
borrow money, and may issue a note or other security in connection with such
borrowing, as long as such borrowing, is in connection with the discharge of
Service Company's responsibilities hereunder and is undertaken in accord with
procedures approved by the Service Company's Board of Directors.
II. SERVICES TO BE OBTAINED INDEPENDENTLY BY EACH FUND
2.1 Services and Expenses. Each Fund shall, at its own expense, obtain from
Service Company or an outside vendor (as that Fund's Board of Directors shall
determine):
A. Services of an independent public accountant.
B. Services of outside legal counsel.
C. Transfer agency services, including "shareholder services."
D. Custodian, registrar and dividend disbursing services.
E. Brokerage fees, commissions and transfer taxes in connection with
the purchase and sale of securities for its investment portfolio.
F. Investment advisory services.
G. Taxes and other fees applicable to its operations.
H. Costs incident to its annual or special meetings of shareholders,
including but not limited to legal and accounting fees, and the
preparations, printing and mailing of proxy materials.
I. Directors' fees.
J. Costs incurred in the continued maintenance of its corporate
existence, including reports to shareholders and government agencies, and
the expenses, if any, attributable to the registration of the Fund's shares
with Federal and state regulatory authorities.
K. And, in general and except as provided in Section 3.2(B), any other
costs directly attributable to and identified with a particular Fund or
Funds rather than all Funds which are parties to this Agreement. 2.2
Disbursement of Payment for These Services. Notwithstanding the provisions
of Section 2.1 above, Service Company may, as agent for any Fund, disburse
to third parties payments for any of the foregoing services or expenses.
Each Fund shall reimburse Service Company promptly for such disbursements
made on behalf of the Fund.
III. SERVICES PROVIDED BY AND EXPENSES OF SERVICE COMPANY
3.1 Services to be Provided to Funds. Service Company shall with respect to
each Fund, subject to the direction and control of the Board of Directors and
officers of the Fund:
A. Manage, administer and/or conduct the general business activities
of the Fund.
B. Provide the personnel and obtain the office space, facilities and
equipment necessary to perform such general business activities under the
direction of the Funds' executive officers (who may also be officers of
Service Company) who will have the full responsibility for the general
management of these functions.
C. Establish wholly-owned subsidiaries, and supervise the management
and operations of such subsidiaries, as are necessary or appropriate to
carry on or support the business activities of the Fund; and authorize such
subsidiaries to perform such other functions for the Fund, including
organizing new investment companies which are intended to become parties to
this Agreement pursuant to Section 5.4, as Service Company's Board of
Directors shall determine. No provisions hereof shall prohibit the Service
Company from performing such additional services to the Fund as the Fund's
Board of Directors may appropriately request and which two-thirds of the
shareholders of the Service Company shall approve.
3.2 Expenses of Operation of Service Company. Each of the Funds agrees to
pay to the Service Company, within 10 days after the last business day of each
month or at such other time as agreed to by the Fund and the Service Company,
the Fund's portion of the actual costs of operation of Service Company for each
monthly period, or for such other period as is agreed upon, during which the
Fund is a party to this Agreement.
A. Corporate Management and Administrative Expenses. A Fund's portion
of the cost of operation of Service Company shall mean its share of the
direct and indirect expenses of Service Company's providing corporate
management and administrative services, including distribution services of
an administrative nature, as allocated among the Funds with Allocation of
indirect costs based on one or more of the following methods of allocation:
(1) Net Assets: The proportionate allocation of expenses based upon
the value of each Fund's net assets, computed as a percentage of the value
of total net assets of all Funds receiving services from Service Company,
determined at the end of the last preceding monthly period.
(2) Personnel Time: The proportionate allocation of expenses based
upon a summary by each Fund of the time spent by each employee who works
directly on the affairs of one or more of the Funds, computed as a
percentage of the total time spent by such employee on the affairs of all
of the Funds.
(3) Shareholder Accounts: The proportionate allocation of expenses
based upon the number of each Fund's shareholder accounts and transaction
activity in those accounts, measured over a period of time, relative to the
total number of shareholder accounts and transaction activity in those
accounts for all Funds receiving number of portfolio transactions for all
Funds receiving services from the Service Company during such period.
(4) Such other methods of allocation as may be approved by the Board
of Directors of the Service Company based upon its determination that the
allocation method is fair to each Fund in view of (i) the nature, amount
and purpose of the expenditure, (ii) the benefits, if any, to be derived
directly by each Fund relative to the benefits derived by other Funds,
(iii) the need or desirability for the Funds as a group to provide
competitive investment programs and services at competitive prices for the
group to survive and grow, (iv) the benefits which each Fund derives by
being a member of a strong Fund group, and (v) such other factors as the
Board considers relevant to the specific expenditure and allocation.
B. Distribution Expenses. Each of the Funds expressly agrees to pay to
Service Company, as requested, the Fund's portion of the actual cost of
distributing shares of the Funds, which shall mean its share of all of the
direct and indirect expenses of a marketing and promotional nature including,
but not limited to, advertising, sales literature, and sales personnel, as well
as expenditures on behalf of any newly organized registered investment company
which is to become a party of this Agreement pursuant to Section 5.4. The cost
of distributing shares of the Funds shall not include distribution-related
expenses of an administrative nature, which shall be allocated among the Funds
pursuant to Section 3.2(A). Distribution expenses of a marketing and promotional
nature shall be allocated among the Funds in the manner approved by the
Securities and Exchange Commission in Investment Company Act Release No. 11645
(Feb. 25, 1981):
(1) 50% of these expenses will be allocated based upon each Fund's
average month-end assets during the preceding quarter relative to the
average month-end assets during the preceding quarter of the Funds as a
group.
(2) 50% of these expenses will be allocated initially among the Funds
based upon each Fund's sales for the 24 months ended with the last day of
the preceding quarter relative to the sales of the Funds as a group for the
same period. (Shares issued pursuant to a reorganization shall be excluded
from the sales of a Fund and the Funds as a group.)
(3) Provided, however, that no Fund's aggregate quarterly contribution
for distribution expenses, expressed as a percentage of its assets, shall
exceed 125% of the average expenses for the Funds as a Group, expressed as
a percentage of the total assets of the Funds. Expenses not charged to a
particular Fund(s) because of this 125% limitation shall be reallocated to
other Funds on iterative basis; and that no Fund's annual expenses for
distribution shall exceed 0.2% of its average month-end net assets.
IV. CONCERNING THE SERVICE COMPANY
4.1 Name. Each Fund acknowledge and agrees:
A. That the name "The Vanguard Group, Inc.", and any variants thereof
used to identify (1) the Funds as a group, (2) any Fund as a member of a
group being served by Service Company, or (3) any other person as being
served or related to Service Company (whether now in existence or hereafter
created), shall be the sole and exclusive property of Service Company, its
affiliates, and its successors.
B. That Service Company shall have the sole and exclusive right to
permit the use of said name or variants thereof so long as this Agreement
or any amendments thereto are effective.
C. That upon its withdrawal from this Agreement and upon the written
request of Service Company, the Fund shall cease to use, or in any way to
refer to itself as related to, "The Vanguard Group, Inc." or any variant
thereof.
The foregoing agreements on the part of each Fund are hereby made
binding upon it, its directors, officers, shareholders and creditors and
all other persons claiming under or through it.
4.2 Services to Others. The Service Company may render services to any
person other than the Funds so long as:
A. The services to be rendered to the Funds hereunder are not impaired
thereby.
B. The terms and provisions upon which the services are to be rendered
have been approved by the holders of a majority of the Shares.
C. The services rendered for compensation and, to the extent
achievable, for the purpose of gaining a profit thereon.
D. Any income earned and fees received by Service Company shall be
used to reduce the total costs and expenses of Service Company.
4.3 Books, Records, and Audits of Service Company. The Service Company, and
any subsidiary established pursuant to Section 3.1(C), shall maintain complete,
accurate, and current books, records, and financial statements concerning its
activities. To the extent appropriate, it will preserve said records in the
manner and for the periods prescribed by law. Financial records and statements
shall be kept in accord with generally accepted accounting principles and shall
be audited at least annually by independent public accountants (who may also be
accountants for any of the Funds). Within 120 days after the close of Service
Company's fiscal year, it shall deliver to each Fund a copy of its audited
financial statements for that year and the accountants report thereon. Service
Company, on behalf of itself and any subsidiary, acknowledges that all of the
records they shall prepare and maintain pursuant to this Agreement shall be the
property of the Funds and that upon a request of any Fund they shall make the
Fund's records available to it, along with such other information and data as
are reasonably requested by the Fund, for inspection, audit or copying, or turn
said records over to the Fund.
4.4 Indemnification.
A. Each Fund (herein the "Indemnitor") agrees to indemnify, hold
harmless, and reimburse (herein "indemnify") every other Fund, Service
Company and/or any subsidiary of Service Company (herein the "Indemnitee"):
(1) which Indemnitee (a) was or is a party to, or is threatened to be
made a party to, any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative
(herein a "suit"), or (b) incurs an actual economic loss or expense (herein
a "loss").
(2) if: (a) such suit or loss arises from an action or failure to act,
event, occurrence, transaction, or other analogous happening (herein an
"event") under circumstances in which the Indemnitee is involved in a suit
or incurs a loss.
(i) as a result substantially of, or attributable primarily to, its
being a party to this Agreement, or to its indirect participation in
transactions contemplated by this Agreement; and
(ii) where the suit or loss arises primarily and substantially from an
event related primarily and substantially to the business and/or operations
of the Indemnitor; and
(b) an independent third party, who may but need not be legal counsel
for the Funds, advises the Funds in writing (i) that the condition set
forth in "(1)" and "(2)(a)" have occurred and (ii) that the Indemnitee is
without significant fault or responsibility for the suit or loss as
measured by the comparative conduct of the Indemnitor and Indemnitee and by
the purposes sought to be accomplished by this Agreement.
B. The financial obligations of the Indemnitor under this Section
shall be limited to:
(1) In the case of a suit, to expenses (including attorneys' fees),
actually incurred by the Indemnitee. The termination of any suit by
judgment, order, settlement, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the Indemnitee
is not entitled to be indemnified hereunder.
(2) In the case of an event, to losses and/or expenses (including
attorney's fees) actually incurred by the Indemnitee. The Indemnitee shall
not be liable financially hereunder for lost profits in the case of either
a suit or loss.
C. Expenses incurred in defending a suit or resolving an event may be
paid by the prospective Indemnitor in advance of the final disposition of
such suit or event if authorized by the Board of Directors of the
prospective Indemnitor in the specific case upon receipt of an undertaking
by or on behalf of the prospective indemnitee to repay such amount unless
it shall ultimately be determined that the Indemnitee is entitled to be
indemnified by the Indemnitor as provided in this Section.
D. The indemnification provided by this section shall not be deemed
exclusive of any other rights to which the Indemnitee may be entitled under
any agreement or otherwise.
V. TERM OF AGREEMENT
5.1 Effective Period. This Agreement shall become effective on the date
first written above, and shall continue in full force and effect as to all
parties hereto until terminated or amended by mutual agreement of all parties
hereto. The withdrawal pursuant to Section 5.2(A) or 5.2(B) of one or more of
the Funds from this agreement shall not affect the continuance of this Agreement
except as to the parties withdrawing.
5.2 Withdrawal from Agreement.
A. Any Fund may elect to withdraw from this Agreement effective at the
end of any monthly period by giving at least 90 days' prior written notice
to each of the parties to this Agreement. Upon the written demand of all
other Funds which are parties to this Agreement a Fund shall withdraw, and
in the event of its failure to do so shall be deemed to have withdrawn,
from this Agreement; such demand shall specify the date of withdrawal which
shall be at the end of any monthly period at least 90 days from the time of
service of such demand.
B. In the event of the withdrawal of any Fund from this Agreement, all
its rights and obligations, except for lease commitments, under this
Agreement (except such rights or obligations as have accrued prior to the
date of withdrawal) shall terminate as of the date of the withdrawal. The
withdrawing Fund shall surrender its Shares to Service Company, and (1)
shall be entitled to receive from Service Company an amount equal to the
excess of the fair value of (i) its Shares of other securities Service
Company as of the date of its withdrawal less (ii) its proportionate
interest in any liabilities of Service Company, including when appropriate
any commitments of Service Company and unexpired leases at the date of
withdrawal; (2) shall be obligated to pay Service Company an amount equal
to the excess of (ii) over (i). Such amount to be received from or paid to
Service Company shall be determined by the favorable vote of the holders of
a majority of the Shares whose determination shall be conclusive upon the
Funds. Any amount found payable by the Service Company to the withdrawing
Fund shall be recoverable by Service Company from the Funds remaining under
this Agreement in accordance with the provisions of Section 1.2, 1.3 and
1.4 hereof.
5.3 Termination by Mutual Consent. In the event that all Funds withdraw
from this Agreement without entering into a comparable successor agreement, each
Fund shall surrender its Shares to Service Company and after payment by Service
Company of all its liabilities, including the settlement of unexpired lease
obligations, shall:
A. Receive from Service Company in cash an amount equal to its
proportionate share of the actual value of all assets of the Service
Company which can be reduced readily to cash.
B. Negotiate in good faith with the other Funds provision for the
equitable use and/or disposition of assets of the Service Company which are
not readily reducible to cash.
5.4 Additional Parties to Agreement. Upon the favorable vote of two-thirds
of the shareholders and of the holders of two-thirds of the Shares of the
Service Company, any investment company registered under the Investment Company
Act of 1940 may become a party to this Agreement and share as a Fund in all of
the rights, duties and liabilities hereunder by adopting, executing and
delivering to the Service Company and the Funds a signed copy of this Agreement
which shall evidence that investment company's agreement to assume the duties
and obligations of a Fund hereunder. Upon the delivery of a signed copy of this
Agreement, the new Fund shall be subject to all provisions of this Agreement and
become a holder of Shares by adjustment in cash investments among the Funds
pursuant to Section 1.3. No person shall become a holder of shares without
becoming a party to this Agreement.
VI. GENERAL
6.1 Definition of Certain Terms. As used in this Agreement, the terms set
forth below shall mean:
A. "Fair Value of Shares" shall mean the proportionate interest, as
represented by the ratio of the number of Shares owned by a Fund to the
number of Shares issued and outstanding, in all assets of the Service
Company less all liabilities of the Service Company on the date fair value
is to be determined. Assets shall be valued at fair market value. In case
of any dispute as to the proportionate interest of any Fund or as to the
fair value of the Shares, the issue shall be determined by the favorable
vote of the holders of a majority of the Shares, whose determination shall
be conclusive upon the Fund.
B. "Person" shall mean a natural person, a corporation, a partnership,
an association, a joint-stock company, a trust, a fund or any organized
group of persons whether incorporated or not.
6.2 Assignment. This Agreement shall bind and inure to the benefit of the
parties thereto, their respective successors and assigns.
6.3 Captions. The captions in this Agreement are included for convenience
of reference only and in no way define any of the provisions hereof or otherwise
affect their construction or effect.
6.4 Amendment. Unless prohibited by applicable laws, regulations or orders
of regulatory authorities and except as set forth below, this Agreement may be
amended at any time and in one or more respects upon the favorable vote of the
holders of a majority of the Shares (except that the vote required in Sections
3.1 and 5.4 may be amended only by the favorable votes of the number of holders
or Shares specified therein) and without the further approval or vote of
shareholders of any of the Funds; provided, however, that Section 1.4 (limiting
cash investments by the Funds in Service Company) may not be amended unless and
exemptive order permitting such amendment is obtained from the U.S. Securities
and Exchange Commission. 6.5 Severability. If any provision of this Agreement
shall be held or made invalid by a court decision, statute, rule or otherwise,
the remainder of this Agreement shall not be affected thereby.
In Witness Whereof, each of the parties hereto has caused the Agreement to
be signed and its corporate seal to be hereto affixed by its proper officers
thereunto duly authorized, all as of the date and year first above written.
The Vanguard Group, Inc.
Attest: /S/ Xxxxxxx X. Xxxxxxxxx BY: /S/ Xxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxxxx Xxxx X. Xxxxxxx
Secretary Chairman, President,
and Chief Executive
Officer
The Vanguard Group of Investment Companies:
Vanguard Admiral Funds Vanguard Balanced Index Funds
Vanguard Bond Index Funds Vanguard California Tax-Free 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 International Equity Index Funds
Vanguard Malvern Funds Vanguard Massachusetts Tax-Exempt Funds
Vanguard Money Market Reserves 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 Preferred Stock Fund
Vanguard PRIMECAP Fund Vanguard Quantitative Funds
Vanguard Specialized Funds Vanguard Tax-Managed Funds
Vanguard Treasury Fund Vanguard Trustees' Equity Fund
Vanguard Variable Insurance Funds Vanguard Wellesley Income Fund
Vanguard Wellington Fund Vanguard Whitehall Fund
Vanguard Windsor Funds Vanguard World Fund
Attest:
/S/ Xxxxxxx X. Xxxxxxxxx BY: /S/ Xxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxxxx Xxxx X. Xxxxxxx
Secretary Chairman, President, and
Chief Executive Officer
