GLOBAL CUSTODY AGREEMENT
This Amended and Restated Agreement, dated June 25, 2001, is between THE
CHASE MANHATTAN BANK ("Bank"), a New York banking corporation with a place of
business at 0 XxxxxXxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000; 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, organized as Delaware business 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 X.X. Xxx 0000, Xxxxxx Xxxxx, XX 00000. Each Trust for which Bank
serves as custodian under this Agreement, shall individually be referred to as
"Customer".
1. INTENTION OF THE PARTIES; DEFINITIONS
1.1 INTENTION OF THE PARTIES.
(a) This Agreement sets out the terms governing custodial, settlement and
certain other associated services offered by Bank to Customer. Bank shall be
responsible for the performance of only those duties that are set forth in this
Agreement or expressly contained in Instructions that are consistent with the
provisions of this Agreement and with Bank's operations and procedures. Customer
acknowledges that Bank is not providing any legal, tax or investment advice in
providing the services hereunder.
(b) Investing in foreign markets may be a risky enterprise. The holding of
Global Assets and cash in foreign jurisdictions may involve risks of loss or
other special features. Bank shall not be liable for any loss that results from
the general risks of investing or Country Risk.
1.2 DEFINITIONS.
(a) As used herein, the following terms have the meaning hereinafter
stated.
"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, employees and agents.
"BANK'S LONDON BRANCH" means the London branch office of The Chase
Manhattan 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, tender 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.
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"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.
"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 visa versa.
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2. WHAT BANK IS REQUIRED TO DO
2.1 Set Up Accounts.
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(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.
2.2 Cash Account.
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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.
2.3 Segregation of Assets; Nominee Name.
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(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
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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.
2.4 Settlement of Trades.
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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.
2.5 Contractual Settlement Date Accounting.
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(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.
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.
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(b) Bank may (in its discretion) upon at least 48 hours prior oral or
written notification to Customer, reverse any debit or credit made pursuant to
Section 2.5(a) prior to a transaction's actual settlement, and Customer shall be
responsible for any costs or liabilities resulting from such reversal. Customer
acknowledges that the procedures described in this sub-section are of an
administrative nature, and Bank does not undertake to make loans and/or
Financial Assets available to Customer.
2.6 Actual Settlement Date Accounting.
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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.
2.7 Income Collection; Autocredit.
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(a) Bank shall credit the Cash Account with income and redemption proceeds
on Financial Assets in accordance with the times notified by Bank from time to
time on or after the anticipated payment date, net of any taxes that are
withheld by Bank or any third party. Where no time is specified for a particular
market, income and redemption proceeds from Financial Assets shall be credited
only after actual receipt and reconciliation. Bank may reverse such credits upon
at least 48 hours prior oral or written notification to Customer when Bank
believes that the corresponding payment shall not be received by Bank within a
reasonable period or such credit was incorrect.
(b) Bank shall make reasonable endeavors in its discretion to contact
appropriate parties to collect unpaid interest, dividends or redemption
proceeds, but neither Bank nor its Subcustodians shall be obliged to file any
formal notice of default, institute legal proceedings, file proof of claim in
any insolvency proceeding, or take any similar action.
2.8 Fractions/ Redemptions by Lot.
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Bank may sell fractional interests in Financial Assets and credit the Cash
Account with the proceeds of the sale. 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 deems to be fair and equitable.
2.9 Presentation of Coupons; Certain Other Ministerial Acts.
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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
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presentation;
(b) execute in the name of Customer such certificates as may be
required to obtain payment in respect of Financial Assets;
and
(c) exchange interim or temporary documents of title held in the
Securities Account for definitive documents of
title.
2.10 Corporate Actions.
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(a) Bank shall follow Corporate Actions and advise Customer of those
Corporate Actions of which Bank's central corporate actions department receives
notice from the issuer or from the Securities Depository in which such Financial
Assets are maintained or notice published in publications and reported in
reporting services routinely used by Bank for this purpose.
(b) If an Authorized Person fails to provide Bank with timely Instructions
with respect to any Corporate Action, neither Bank nor its Subcustodians or
their respective nominees shall take any action in relation to that Corporate
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 advice it provides under Section
2.10 (a) with respect to that Corporate Action.
2.11 Proxy Voting.
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(a) Subject to and upon the terms of this sub-section, Bank shall provide
Customer with information which it receives on matters to be voted upon at
meetings of holders of Financial Assets ("Notifications"), and Bank shall act in
accordance with Customer's Instructions in relation to such Notifications ("the
active proxy voting service").
(b) The following provisions relate to proxy voting services with respect
to Global Assets:
(i) If information is received by Bank at its proxy voting
department too late to permit timely voting by Customer,
Bank's only obligation shall be to provide to Customer, so
far as reasonably practicable, a Notification (or summary
information concerning a Notification) on an "information
only" basis.
(ii) The active proxy voting service is available only in certain
markets, details of which are available from Bank on
request. Provision of the active proxy voting service is
conditional upon receipt by Bank of a duly completed
enrollment form as well as additional documentation that may
be required for certain markets.
(iii)Bank reserves the right to provide Notifications or parts
thereof in the language received. Bank shall attempt in good
faith to provide accurate and complete
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Notifications, whether or not translated.
(iv) Customer acknowledges that Notifications and other
information furnished pursuant to the active proxy voting
service ("information") are proprietary to Bank and that
Bank owns all intellectual property rights, including
copyrights and patents, embodied therein. Accordingly,
Customer shall not make any use of such information except
in connection with the active proxy voting service.
(v) In markets where the active proxy voting service is not
available or where Bank has not received a duly completed
enrollment form or other relevant documentation, Bank shall
not provide Notifications to Customer but shall endeavor to
act upon Instructions to vote on matters before meetings of
holders of Financial Assets where it is reasonably
practicable for Bank (or its Subcustodians or nominees as
the case may be) to do so and where such Instructions are
received in time for Bank to take timely action (the
"passive proxy voting service").
(c) Bank shall act upon Instructions to vote on matters referred to in a
Notification, provided Instructions are received by Bank at its proxy voting
department by the deadline referred to in the relevant Notification. If
Instructions are not received in a timely manner, Bank shall not be obligated to
vote on the matter, but shall notify Customer accordingly.
(d) Customer acknowledges that the provision of proxy voting services
(whether active or passive) 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 cases Bank
may be required to vote all shares held for a particular issue for all of Bank's
customers in the same way. Where this is the case Bank, in the Notification,
shall inform Customer.
(e) Notwithstanding the fact that Bank may act in a fiduciary capacity with
respect to Customer under other agreements or otherwise hereunder, in performing
active or passive voting proxy services Bank shall be acting solely as the agent
of Customer, and shall not exercise any discretion with regard to such proxy
services or vote any proxy except when directed by an Authorized Person.
2.12 Statements and Information Available On-Line.
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(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
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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 sixty (60) days of receipt of
such statement, provided such matter is not the result of Bank's willful
misconduct or bad faith.
(b) Prices and other information obtained from third parties which may be
contained in any statement sent to Customer have been obtained from sources Bank
believes to be reliable. Bank does not, however, make any representation as to
the accuracy of such information or that the prices specified necessarily
reflect the proceeds that would be received on a disposal of the relevant
Financial Assets.
(c) Customer understands that records and reports, other than statements of
account, that are available to it on-line on a real-time basis may not be
accurate due to mis-postings, delays in updating Account records, and other
causes. Bank will not be liable for any loss or damage arising out of the
inaccuracy of any such records or reports that are accessed on-line on a
real-time basis.
2.13 Access to Bank's Records.
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(a) Bank shall allow Customer and Customer's independent public accountants
such reasonable access to the records of Bank relating to Financial Assets as is
required in connection with their examination of books and records pertaining to
Customer's affairs. Subject to restrictions under Applicable Law, Bank also
shall obtain an undertaking to permit Customer's independent public accountants
reasonable access to the records of any Subcustodian of Securities held in the
Securities Account as may be required in connection with such examination.
(b) Upon reasonable request of Customer, Bank shall provide Customer with a
copy of Bank's report prepared in compliance with the requirements of Statement
of Auditing Standards No. 70 issued by the American Institute of Certified
Public Accountants, as it may be amended from time to time.
2.14 Maintenance of Financial Assets at Bank and at Subcustodian Locations.
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(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.
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However, if Customer does instruct Bank to hold Securities with or register or
record Securities in the name of a person not chosen by Bank, the consequences
of doing so are at Customer's own risk and Bank shall not be liable therefor.
2.15 Tax Reclaims.
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Bank shall provide tax reclamation services as provided in Section 8.2.
2.16 Foreign Exchange Transactions.
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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 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.
3. INSTRUCTIONS
3.1 Acting on Instructions; Unclear Instructions.
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(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.
(b) Unless otherwise expressly provided, all Instructions shall continue in
full force and effect until canceled or superseded.
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(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 be
liable for any loss arising from any delay while it seeks such clarification or
confirmation.
(d) In executing or paying a payment order Bank may rely upon the
identifying number (e.g. Fedwire routing number or account) of any party as
instructed in the payment order. Customer assumes full responsibility for any
inconsistency within an Instruction between the name and identifying number of
any party in payment orders issued to Bank in Customer's name.
3.2 Confirmation of Oral Instructions/ Security Devices.
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Any Instructions delivered to Bank by telephone shall promptly thereafter
be confirmed in writing by an Authorized Person. Each confirmation is to be
clearly marked "Confirmation." Bank shall not be liable for having followed such
Instructions notwithstanding the failure of an Authorized Person to send such
confirmation in writing or the failure of such confirmation to conform to the
telephone Instructions received. Bank shall notify Customer as soon as
reasonably practicable if Bank does not receive a written confirmation or if
such written confirmation fails to conform to the telephone Instructions
received. 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.
3.3 Instructions; Contrary to Law/Market Practice.
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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.
3.4 Cut-off Times.
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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.
4. FEES, EXPENSES AND OTHER AMOUNTS OWING TO BANK
4.1 Fees and Expenses.
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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.
4.2 Overdrafts.
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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 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.
4.3 Bank's Right Over Securities; Set-off.
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(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.
(b) Bank shall be further entitled to set any such Indebtedness off against
any cash or deposit account of a Fund with Bank or any of its Affiliates of
which the Fund is the beneficial owner, regardless of the currency involved.
Bank shall notify Customer in advance of any such charge.
5. SUBCUSTODIANS, SECURITIES DEPOSITORIES, AND OTHER AGENTS
5.1 Appointment of Subcustodians; Use of Securities Depositories.
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(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"). Bank shall use reasonable care, prudence and
diligence in the selection
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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.
5.2 Liability for Subcustodians.
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(a) Subject to Section 7.1(b), Bank shall be liable for direct losses
incurred by Customer that result from:
(i) the failure by the Subcustodian to use reasonable care in
the provision of custodial services by it in accordance with
the standards prevailing in the relevant market or from the
fraud or willful default of such Subcustodian in the
provision of custodial services by it; or
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(ii) the insolvency of any Affiliated Subcustodian.
(b) Subject to Section 7.1(b) and Bank's duty to use reasonable care,
prudence and diligence in the monitoring of a Subcustodian's financial condition
as reflected in its published financial statements and other publicly available
financial information concerning it, Bank shall not be responsible for the
insolvency of any Subcustodian which is not a branch or an Affiliated
Subcustodian.
(c) Bank reserves the right to add, replace or remove Subcustodians. Bank
shall give Customer prompt notice of any such action, which shall be advance
notice if practicable. Upon request by Customer, Bank shall identify the name,
address and principal place of business of any Subcustodian and the name and
address of the governmental agency or other regulatory authority that supervises
or regulates such Subcustodian.
5.3 Use of Agents.
--- --------------
(a) Bank may provide certain services under this Agreement through third
parties. These third parties may be Affiliates. Except to the extent provided in
Section 5.2 with respect to Subcustodians, Bank shall not be responsible for any
loss as a result of a failure by any broker or any other third party that it
selects and retains using reasonable care to provide ancillary services, such as
pricing, proxy voting, and corporate action services, that it does not
customarily provide itself. Nevertheless, Bank shall be liable for the
performance of any such service provider selected by Bank that is an Affiliate
to the same extent as Bank would have been liable if it performed such services
itself.
(b) Bank shall execute transactions involving Financial Assets of United
States origin through a broker which is an Affiliate (i) in the case of the sale
under Section 2.8 of a fractional interest or (ii) if an Authorized Person
directs Bank to use the affiliated broker or otherwise requests that Bank select
a broker for that transaction, unless, in either case, the Affiliate does not
execute similar transactions in such Financial Assets. The affiliated broker may
charge its customary commission (or retain its customary spread) with respect to
either such transaction.
6. ADDITIONAL PROVISIONS RELATING TO CUSTOMER
6.1 Representations of Customer and Bank.
--- -------------------------------------
(a) Customer represents and warrants to Bank that: (i) it has full
authority and power, and has obtained all necessary authorizations and consents,
to deposit and control the Financial Assets and cash in the Accounts, to use
Bank as its custodian in accordance with the terms of this Agreement and to
incur indebtedness, pledge Financial Assets as contemplated by Section 4.3, and
enter into foreign exchange transactions; and (ii) this Agreement is its legal,
valid and binding obligation, enforceable in accordance with its terms and it
has full
14
power and authority to enter into and has taken all necessary corporate action
to authorize the execution of this Agreement. Bank may rely upon the above or
the certification of such other facts as may be required to administer Bank's
obligations hereunder.
(b) Bank represents and warrants to Customer that this Agreement is its
legal, valid and binding obligation, enforceable in accordance with its terms
and it has full power and authority to enter into and has taken all necessary
corporate action to authorize the execution of this Agreement. Customer may rely
upon the above or the certification of such other facts as may be required to
administer Customer's obligations hereunder.
6.2 Customer to Provide Certain Information to Bank.
--- ------------------------------------------------
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.
6.3 Customer 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.
6.4 Several Obligations of 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 the Funds. With respect to the obligations
of each Fund arising hereunder, Bank shall look for payment or satisfaction of
any such 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 each Fund.
7. WHEN BANK IS LIABLE TO CUSTOMER
7.1 Standard of Care; Liability.
--- ----------------------------
(a) Bank shall use reasonable care in performing its obligations under this
Agreement. Bank shall not be in violation of this Agreement with respect to any
matter as to which it has satisfied its obligation of reasonable care.
(b) Bank shall be liable for Customer's direct damages to the extent they
result from Bank's negligence, bad faith or willful misconduct in performing its
duties as set out in
15
this Agreement and to the extent provided for in Section 5.2(a). Nevertheless,
under no circumstances shall Bank be liable 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 its role as custodian.
(c) Customer 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.
(d) Without limiting Subsections 7.1 (a), (b) or (c), Bank shall have no
duty or responsibility to: (i) question Instructions or make any suggestions to
Customer or an Authorized Person regarding such 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; (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)
evaluate or report to Customer or an Authorized Person regarding the financial
condition of any broker, agent or other party to which Bank is instructed to
deliver Financial Assets or cash; or (v) except for trades settled at DTC where
the broker provides DTC trade confirmation and Customer provides for Bank to
receive the trade instruction, review or reconcile trade confirmations received
from brokers (and Customer or its Authorized Persons issuing Instructions shall
bear any responsibility to review such confirmations against Instructions issued
to and statements issued by Bank).
7.2 Force Majeure.
--- --------------
Bank shall maintain and update from time to time business continuation and
disaster recovery procedures with respect to its global custody business that it
determines from time to time meet reasonable commercial standards. Bank shall
have no liability, however, 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 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
16
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.
7.3 Bank 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.
7.4 Bank 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
8.1 Tax Obligations.
--- ----------------
(a) Customer confirms that Bank is authorized to deduct from any cash
received or credited to the Cash Account any taxes or levies required by any
revenue or governmental authority for whatever reason in respect of Customer's
Accounts.
(b) If Bank does not receive appropriate declarations, documentation and
information then additional United Kingdom taxation shall be deducted from all
income received in respect of the Financial Assets issued outside the United
Kingdom (which shall for this purpose include United Kingdom Eurobonds) and any
applicable United States tax (including, but not limited to, non-resident alien
tax) shall be deducted from United States source income. Customer shall provide
to Bank such certifications, documentation, and information as it may require in
connection with taxation, and warrants that, when given, this information is
true and correct in every respect, not misleading in any way, and contains all
material information. Customer undertakes to notify Bank immediately if any
information requires updating or correcting.
(c) Customer shall be responsible for the payment of all taxes relating to
the Financial Assets in the Securities Account, and Customer shall pay,
indemnify and hold Bank
17
harmless from and against any and all liabilities, penalties, interest or
additions to tax with respect to or resulting from, any delay in, or failure by,
Bank (1) to pay, withhold or report any U.S. federal, state or local taxes or
foreign taxes imposed on, or (2) to report interest, dividend or other income
paid or credited to the Cash Account, whether such failure or delay by Bank to
pay, withhold or report tax or income is the result of (x) Customer's failure to
comply with the terms of this paragraph, or (y) Bank's own acts or omissions;
provided however, Customer shall not be liable to Bank for any penalty or
additions to tax due as a result of Bank's failure to pay or withhold tax or to
report interest, dividend or other income paid or credited to the Cash Account
solely as a result of Bank's negligent acts or omissions.
8.2 Tax Reclaims.
--- -------------
(a) Subject to the provisions of this Section, Bank shall apply for a
reduction of withholding tax and any refund of any tax paid or tax credits in
respect of income payments on Financial Assets credited to the Securities
Account that Bank believes may be available.
(b) The provision of a tax reclamation service by Bank is conditional upon
Bank receiving from Customer (i) a declaration of its identity and place of
residence and (ii) certain other documentation (pro forma copies of which are
available from Bank). If Financial Assets credited to the Account are
beneficially owned by someone other than Customer, this information shall be
necessary with respect to the beneficial owner. Customer acknowledges that Bank
shall be unable to perform tax reclamation services unless it receives this
information.
(c) Bank shall perform tax reclamation services only with respect to
taxation levied by the revenue authorities of the countries advised to Customer
from time to time and Bank may, by notification in writing, in its absolute
discretion, supplement or amend the countries in which the tax reclamation
services are offered. Other than as expressly provided in this Section 8.2 Bank
shall have no responsibility with regard to Customer's tax position or status in
any jurisdiction.
(d) Customer confirms that Bank is authorized to disclose any information
requested by any revenue authority or any governmental body in relation to the
processing of any tax reclaim.
9. TERMINATION
Either party may terminate this Agreement on sixty days' notice in
writing to the other party. 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 sixty
days following receipt of the notice, notify Bank of details of its new
custodian, failing which Bank may elect (at any time after sixty 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
18
entitled to deduct cash from the Cash Account in satisfaction of uncontested
amounts owing to it). Customer shall reimburse Bank promptly for all
out-of-pocket expenses it incurs in delivering Financial Assets upon termination
by Customer. Termination shall not affect any of the liabilities either party
owes to the other arising under this Agreement prior to such termination.
10. MISCELLANEOUS
10.1 Notices.
---- --------
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.
10.2 Successors 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.
10.3 Interpretation.
---- ---------------
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.
10.4 Entire Agreement.
---- -----------------
(a) The following Rider(s) are incorporated into this Agreement:
___ Cash Trade Execution;
___ Accounting Services
_X_ Investment Company
_X_ Domestic and Global
19
(b) This Agreement, including the Schedules, Exhibits, and Riders (and any
separate agreement which Bank and Customer may enter into with respect to any
Cash Account), sets out the entire Agreement between the parties in connection
with the subject matter, and this Agreement supersedes any other agreement,
statement, or representation relating to custody, whether oral or written.
Amendments must be in writing and signed by both parties.
10.5 Information Concerning Deposits at Bank.
---- ----------------------------------------
(a) Bank's London Branch is a member of the United Kingdom Deposit
Protection Scheme (the "Scheme") established under Banking Xxx 0000 (as
amended). The Scheme provides that in the event of Bank's insolvency payments
may be made to certain customers of Bank's London Branch. Payments under the
Scheme are limited to 90% of a depositor's total cash deposits subject to a
maximum payment to any one depositor of (pound)18,000 (or 20,000 euros if
greater). Most deposits denominated in sterling and other European Economic Area
Currencies and euros made with Bank within the United Kingdom are covered.
Further details of the Scheme are available on request.
(b) In the event that Bank incurs a loss attributable to Country Risk with
respect to any cash balance it maintains on deposit at a Subcustodian or other
correspondent bank in regard to its global custody or trust businesses in the
country where the Subcustodian or other correspondent bank is located, Bank may
set such loss off against Customer's Cash Account to the extent that such loss
is directly attributable to Customer's investments in that market.
10.6 Confidentiality.
---- ----------------
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.
10.7 Insurance.
---- ----------
Bank shall not be required to maintain any insurance coverage for the
benefit of Customer.
20
10.8 Governing 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.
10.9 Severability and Waiver.
---- ------------------------
(a) If one or more provisions of this Agreement are held invalid, illegal
or unenforceable in any respect on the basis of any particular circumstances or
in any jurisdiction, the validity, legality and enforceability of such provision
or provisions under other circumstances or in other jurisdictions and of the
remaining provisions shall not in any way be affected or impaired.
(b) Except as otherwise provided herein, no failure or delay on the part of
either party in exercising any power or right hereunder operates as a waiver,
nor does any single or partial exercise of any power or right preclude any other
or further exercise, or the exercise of any other power or right. No waiver by a
party of any provision of this Agreement, or waiver of any breach or default, is
effective unless in writing and signed by the party against whom the waiver is
to be enforced.
[Section 10.10 follows on next page]
21
10.10 Counterparts.
----- -------------
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.
Each of the open-end investment companies listed
on Exhibit 1 (each a "Trust")
By: /s/ Xxxxxx X. Xxxxxxx
Title: Assistant Treasurer
Date: June 25, 0000
XXX XXXXX XXXXXXXXX BANK
By: /s/ Xxxxx X. Xxxxxx, Xx.
Title: Vice President
Date: June 28, 2001
22
EXHIBIT 1
EACH VANGUARD REGISTERED INVESTMENT COMPANY (AND THEIR FUNDS) THAT IS ENTERING
INTO THE AMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT WITH THE CHASE MANHATTAN
BANK AND DATED AS OF JUNE 25, 2001
Vanguard Bond Index Funds
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 Fixed Income Securities Funds
Vanguard GNMA Fund
Vanguard High-Yield Corporate Fund
Vanguard Inflation Protected Securities Fund
Vanguard Long-Term Corporate Fund
Vanguard Index Funds
Vanguard 500 Index Fund
Vanguard Growth Index Fund
Vanguard Small-Cap Index Fund
Vanguard Total Stock Market Index Fund
Vanguard Value Index Fund
Vanguard Specialized Funds
Vanguard Health Care Fund
Vanguard Precious Metals Fund
Vanguard STAR Funds
Vanguard Developed Markets Index Fund
Vanguard Institutional Developed Markets Index Fund
Vanguard LifeStrategy Conservative Growth Fund
Vanguard LifeStrategy Growth Fund
Vanguard LifeStrategy Income Fund
Vanguard LifeStrategy Moderate Growth Fund
Vanguard Tax-Managed Funds
Vanguard Tax-Managed Balanced Fund
Vanguard Tax-Managed Capital Appreciation Fund
Vanguard Tax-Managed Growth and Income Fund
Vanguard Tax-Managed Small-Cap Fund
23
Vanguard Wellesley Income Fund
Vanguard Wellington Fund
Vanguard World Funds
Vanguard International Growth Fund
24
Investment Company Rider to Amended and Restated Global Custody Agreement
Between The Chase Manhattan Bank and
Certain Open-End Management Investment Companies Listed on Exhibit 1
of the Agreement
The following modifications are made to the Agreement. To the extent there are
any inconsistencies between the terms in this Investment Company Rider and the
terms in the Agreement, the terms in this Investment Company Rider shall govern.
A. Add a new Section 2.17 to the Agreement as follows:
"2.17. Compliance with Securities and Exchange Commission ("SEC") rule
17f-5 ("rule 17f-5").
(a) Customer's board of directors (or equivalent body) (hereinafter
`Board') hereby delegates to Bank, and, except as to the country or countries as
to which Bank may, from time to time, advise Customer that it does not accept
such delegation, Bank hereby accepts the delegation to it, of the obligation to
perform as Customer's `Foreign Custody Manager' (as that term is defined in rule
17f-5(a)(3) as promulgated under the Investment Company Act of 1940, as amended
("1940 Act")), including for the purposes of: (i) selecting Eligible Foreign
Custodians (as that term is defined in SEC 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 SEC rule 17f-5(c)(2)), (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 annually 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
SEC 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 SEC rule 17f-5(c)(1)(i)-(iv).
(v) have established a system to monitor the continued
appropriateness of maintaining foreign Financial Assets and
cash with particular Eligible Foreign Custodians and of the
governing contractual arrangements; it being understood,
however, that in the event that Bank shall have determined
that the existing Eligible Foreign Custodian in a given
country would no longer afford foreign Financial Assets and
cash reasonable care and that no other Eligible Foreign
Custodian in that country would afford reasonable care, Bank
shall promptly so advise Customer and shall then act in
accordance with the Instructions of Customer with respect to
the disposition of the affected foreign Financial Assets and
cash.
(c) Subject to (b)(i)-(v) above, Bank is hereby authorized to place and
maintain foreign Financial Assets and cash on behalf of Customer with Eligible
Foreign Custodians pursuant to a written contract deemed appropriate by Bank.
Each such contract shall, except as set forth in the last paragraph of this
subsection (c), include provisions that provide:
(i) For indemnification or insurance arrangements (or any
combination of the foregoing) that will adequately protect
Customer against the risk of loss of Financial Assets and
cash held in accordance with such contract;
(ii) That Customer's Financial Assets will not be subject to any
right, charge, security interest, lien or claim of any kind
in favor of the Eligible Foreign Custodian or its creditors,
except a claim of payment for their safe custody or
administration or, in the case of cash, liens or rights in
favor of creditors of such Eligible Foreign Custodian
arising under bankruptcy, insolvency or similar laws;
(iii)That beneficial ownership of Customer's Assets will be
freely transferable without the payment of money or value
other than for safe custody or administration;
2
(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, but that Bank shall have no responsibility for
inaccuracies or incomplete information, provided that Bank transmits the
information using reasonable care.
B. Add a new Section 2.18 to the Agreement as follows:
3
2.18. Compliance with SEC rule 17f-7 ("rule 17f-7").
----------------------------------------------------
(a) Bank shall, for consideration by Customer, provide an analysis of the
custody risks associated with maintaining Customer's 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 Financial Assets at such
Depository) and at which any 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
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.)
C. Add the following after the first sentence of Section 5.1(a) of the
Agreement: "At the request of Customer, Bank may, but need not, add to Schedule
1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody
Manager with respect to the selection thereof. Bank shall notify Customer in the
event that it elects to add any such entity."
D. Add the following language as Sections 5.1(d) and (e) of the Agreement:
(d) The term Subcustodian as used herein shall mean the following:
(i) a `U.S. Bank,' which shall mean a U.S. bank as defined in
SEC rule 17f-5(a)(7);
(ii) an `Eligible Foreign Custodian,' which shall mean: (i) a
banking institution or trust company, incorporated or
organized under the laws of a country other than the United
States, that is regulated as such by that country's
government or an agency thereof, and (ii) a majority-owned
direct or indirect subsidiary of a U.S. Bank or bank holding
company which subsidiary is incorporated or organized under
the laws of a country other than the United States. In
addition, an Eligible Foreign Custodian shall also mean any
other entity that
4
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" which, in turn, shall
have the same meaning as in rule 17f-7(b)(1)(i)-(vi) as the
same may be amended from time to time, or that has otherwise
been made exempt pursuant to an SEC exemptive order;
provided that, prior to the compliance date with rule 17f-7
for a particular securities depository the term "securities
depository" shall be as defined in (a)(1)(ii)-(iii) of the
1997 amendments to rule 17f-5.
(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 SEC rule 17f-4(a).
5
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:
___ 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.
___ 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.
___ 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:
___ i. The foreseeability of expropriation, nationalization, freezes,
or confiscation of Customer's Financial Assets.
___ 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.
DOMESTIC AND GLOBAL
SPECIAL TERMS AND CONDITIONS RIDER
----------------------------------
Corporate Actions and Proxies through The Depository Trust Company ("DTC")
--------------------------------------------------------------------------
With respect to Financial Assets held at DTC, the following provisions shall
apply rather than the pertinent provisions of Sections 2.10-2.11 of the
Agreement:
Bank shall send to Customer or the Authorized Person for a Securities
Account, such proxies (signed in blank, if issued in the name of Bank's nominee
or the nominee of a central depository) and communications with respect to
Financial Assets in the Securities Account as call for voting or relate to legal
proceedings within a reasonable time after sufficient copies are received by
Bank for forwarding to its customers. In addition, Bank shall follow coupon
payments, redemptions, exchanges or similar matters with respect to Financial
Assets in the Securities Account and advise Customer or the Authorized Person
for such Account of rights issued, tender offers or any other discretionary
rights with respect to such Financial Assets, in each case, of which Bank has
received notice from the issuer of the Financial Assets, or as to which notice
is published in publications routinely utilized by Bank for this purpose.
Correspondent banks are listed for information only.
April 11, 2001
SUB-CUSTODIAN EMPLOYED BY
THE CHASE MANHATTAN BANK, GLOBAL CUSTODY
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK
------- ------------- ------------------
ARGENTINA The Chase Manhattan Bank Banco Generale de Negocios
Arenales 000, 0xx Xxxxx Xxxxxx Xxxxx
0000 Xxxxxx Xxxxx
XXXXXXXXX
Citibank, N.A. Banco Generale de Negocios
Xxxxxxxxx Xxxxx 000 Xxxxxx Xxxxx
0000 Xxxxxx Xxxxx
XXXXXXXXX
AUSTRALIA The Chase Manhattan Bank Australia and New Zealand
Xxxxx 00 Banking Group Ltd.
AAP Center Melbourne
000, Xxxxxx Xxxxxx
Xxxxxx XXX 0000
XXXXXXXXX
AUSTRIA Bank Austria XX Xxxxx Manhattan Bank AG
Xxxxxx Xxxxxxx Xxxxx - 0 Xxxxxxxxx
X-0000 Xxxxxx
XXXXXXX
BAHRAIN HSBC Bank Middle East National Bank of Bahrain
XX Xxx 00 Xxxxxx
Xxxxxx, 000
XXXXXXX
XXXXXXXXXX Standard Chartered Bank Standard Chartered Bank
18-20 Motijheel C.A. Xxxxx
Xxx 000,
Xxxxx-0000
XXXXXXXXXX
XXXXXXX Fortis Bank N.V. Chase Manhattan Bank AG
0 Xxxxxxxx Xx Xxxx Xxxxxxxxx
0000 Xxxxxxxx
BELGIUM
1 of 14
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK
------- ------------- ------------------
Correspondent banks are listed for information only.
April 11, 2001
BERMUDA The Bank of Bermuda Limited The Bank of Bermuda Ltd
0 Xxxxx Xxxxxx Xxxxxxxx
Xxxxxxxx HMDX
BERMUDA
BOTSWANA Barclays Bank of Botswana
Limited Barclays Bank of Botswana Ltd
Barclays House, Khama Crescent Gaborone
Gaborone
BOTSWANA
BRAZIL Citibank, N.A. Citibank, N.A..
Xxxxxxx Xxxxxxxx, 0000 Xxx Xxxxx
Sao Paulo, SP 00000-000
XXXXXX
BankBoston, N.A. BankBoston, N.A.
Rua Libero Badaro, 425-29 andar Sao Paulo
Sao Paulo - SP 00000-000
XXXXXX
BULGARIA ING Bank N.V. ING Bank N.V.
Xxxxx Xxxxxx Sofia
7 Vassil Xxxxxx Xxxxxx
0000 Xxxxx
XXXXXXXX
CANADA Canadian Imperial Bank of
Commerce Royal Bank of Canada
Xxxxxxxx Xxxxx Xxxx Xxxxxxx
Security Level
Toronto, Ontario M5L 1G9
CANADA
Royal Bank of Canada Royal Bank of Canada
000 Xxx Xxxxxx, Xxxxx 0000 Xxxxxxx
00xx Xxxxx
Xxxxx Xxxx Xxxxx, Xxxxx Xxxxx
Xxxxxxx
Ontario M5J 2J5
CANADA
CHILE Citibank, N.A. Citibank, N.A.
Xxxx. Xxxxxx Xxxxx 0000 Xxxxxxxx
0xx xxx 0xx Xxxxxx
Xxxxxxxx
XXXXX
2 of 14
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK
------- ------------- ------------------
CHINA -
SHANGHAI The Hongkong and Shanghai
Banking Citibank, N.A.
Corporation Limited New York
00/X, Xxxxxxxx Senmao
International Building
101 Xxx Xxxxx Xxxx Xxxx
Xxxxxx
Xxxxxxxx 000000
THE PEOPLE'S REPUBLIC OF CHINA
CHINA -
SHENZHEN The Hongkong and Shanghai
Banking The Chase Manhattan Bank
Corporation Limited Hong Kong
0xx Xxxxx
Xxxxxxx Xxxxx Hotel
No.1 Xxxx Xxxx Lu
Shenzhen
THE PEOPLE'S REPUBLIC OF CHINA
COLOMBIA Cititrust Colombia S.A. Cititrust Colombia S.A.
Fiduciaria Sociedad
Sociedad Fiduciaria Santa Fe de
Bogota Xxxxxxx 0x Xx
00-00 Xxxxx Xxxxx Xxxxx Xx xx
Xxxxxx, X.X.
COLOMBIA
CROATIA Privredna banka Zagreb d.d. Privredna banka Zagreb d.d.
Xxxxxx x.00 Xxxxxx
00000 Xxxxxx
XXXXXXX
CYPRUS The Cyprus Popular Bank Ltd. Cyprus Popular Bank
000 Xxxxxxxx Xxxxxx Xxxxxxx
P.O. Box 22032
CY-1598 Nicosia,
CYPRUS
CZECH REPUBLIC Ceskoslovenska Obchodni Banka,
A.S. Ceskoslovenska Obchodni
Banka, A.S
Na Xxxxxxx 00 Xxxxxx
000 00 Prague 1
CZECH REPUBLIC
DENMARK Danske Bank A/S Xxxxxxx X/X
0-00 Xxxxxxx Xxxxx Xxxxxxxxxx
XX 0000 Copenhagen K
DENMARK
3 of 14
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK
------- ------------- ------------------
ECUADOR Citibank, N.A. Citibank, N.A.
Av. Republica de El Xxxxxxxx x Xxxxx
Naciones Unidas (Esquina)
Quito
ECUADOR
EGYPT Citibank, N.A. Citibank, N.A.
4 Xxxxx Xxxxx Street Cairo
Garden City
Cairo
EGYPT
ESTONIA Hansabank Esti Uhispank
Xxxxxxxxx 0 Xxxxxxx
XX0000 Xxxxxxx
XXXXXXX
XXXXXXX Xxxxxx Bank Plc Chase Manhattan Bank AG
2598 Custody Services Frankfurt
Xxxxxxx Xxxxx Xxxx 0-0
XXX-00000 XXXXXX, Xxxxxxxx
FINLAND
FRANCE BNP PARIBAS X.X. Xxxxx Manhattan Bank XX
Xxx 000 Xxxxxxxxx
XX 000
0, Xxx X'Xxxxx
75078 Xxxxx
Xxxxx 00
XXXXXX
Societe Generale Chase Manhattan Bank AG
00 Xxxxxxxxx Xxxxxxxx Xxxxxxxxx
00000 Xxxxx
XXXXXX
Credit Agricole Indosuez Chase Manhattan Bank AG
00 Xxxx. Xxxxxxxxx Xxxxxxxxx
00000 Xxxxx
FRANCE
GERMANY Dresdner Bank XX Xxxxx Manhattan Bank AG
Xxxxxxx-Xxxxx-Xxxxx 0 Xxxxxxxxx
00000 Xxxxxxxxx/Xxxx
XXXXXXX
4 of 14
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK
------- ------------- ------------------
GHANA Barclays Bank of Ghana Limited Barclays Bank of Ghana Ltd
Xxxxxxxx Xxxxx, Xxxx Xxxxxx Xxxxx
Xxxxx
XXXXX
XXXXXX HSBC Bank plc Chase Manhattan Bank XX
0, Xxxxxxxxxxx Xxxxxx Xxxxxxxxx
000 00 Xxxxxx
XXXXXX
HONG KONG The Hongkong and Shanghai
Banking The Chase Manhattan Bank
Corporation Limited Hong Kong
36th Floor, Sun Hung Kai Centre
00 Xxxxxxx Xxxx
Xxx Xxxx
XXXX XXXX
XXXXXXX Citibank Rt. Citibank Rt.
Szabadsag ter 0-0 Xxxxxxxx
X-0000 Xxxxxxxx X
XXXXXXX
XXXXX The Hongkong and Shanghai
Banking The Hongkong and Shanghai
Corporation Limited Banking Corporation Limited
Xxxxx Xxxx Xxxxx Xxxx, Worli Mumbai
Mumbai 400 025
INDIA
Deutsche Bank AG Deutsche Bank AG
Kodak House Mumbai
000 X.X. Xxxx, Xxxx
Xxxxxx 400 001
INDIA
Standard Chartered Bank Standard Chartered Bank
Phoenix Centre, Phoenix Xxxxx Mumbai
Compound
Senapati Xxxxx Xxxx, Lower Parel
Mumbai 400 013
INDIA
INDONESIA The Hongkong and Shanghai Standard Chartered Bank
Banking Jakarta
Corporation Limited
World Trade Center
Xx. Xxxx Xxxxxxxx Xxx. 00-00
Xxxxxxx 00000
XXXXXXXXX
5 of 14
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK
------- ------------- ------------------
Standard Chartered Bank Standard Chartered Bank
Xx. Xxxx Xxxxxxxx Xxx. 00-X Xxxxxxx
Xxxxxxx 00000
XXXXXXXXX
IRELAND Bank of Ireland Chase Manhattan Bank AG
International Financial Services Xxxxxxxxx
Xxxxxx
0 Xxxxxxxxxxxxx Xxxxx
Xxxxxx 0
XXXXXXX
Allied Irish Banks, p.l.c. Chase Manhattan Bank AG
P.O. Box 518 Frankfurt
International Financial Services
Centre
Dublin 1
IRELAND
ISRAEL Bank Leumi le-Israel B.M. Bank Leumi Le-Israel B.M.
00, Xxxxxx Xxxxxx Xxxxxx Xxx Xxxx
00000 Tel Aviv
ISRAEL
ITALY BNP PARIBAS X.X. Xxxxx Manhattan Bank AG
2 Xxxxxx Xxx Xxxxxx Xxxxxxxxx
00000 Xxxxx
XXXXX
IVORY COAST Societe Generale de Banques en Societe Generale
Cote Paris
d'Ivoire
5 et 7, Avenue J. Anoma - 01 B.P. 1355
Abidjan 01
IVORY COAST
JAMAICA CIBC Trust and Merchant Bank CIBC Trust and Merchant Bank
Jamaica Limited Jamaica Limited
00-00 Xxxxxxxxx Xxxx. Xxxxxxxx
Xxxxxxxx 00
XXXXXXX
XXXXX The Fuji Bank, Limited The Chase Manhattan Bank
0-0 Xxxxxxxxxx-Xxxxxxxxx Xxxxx
Xxxx-Xx
Xxxxx 000
XXXXX
6 of 14
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK
------- ------------- ------------------
The Bank of Tokyo-Mitsubishi, The Chase Manhattan Bank
Limited Tokyo
0-0 Xxxxxxxxxx Xxxxxxxxx 0-xxxxx
Xxxx-xx
Xxxxx 000
XXXXX
JORDAN Arab Bank Plc Arab Bank Plc
P O Box 950544-5 Amman
Amman
Shmeisani
JORDAN
KAZAKHSTAN ABN AMRO Bank Kazakhstan ABN AMRO Bank Xxxxxxxxxx
00, Xxxxxxx Xxxxxx Xxxxxx Almaty
480099 Almaty
KAZAKHSTAN
KENYA Barclays Bank of Kenya Limited Barclays Bank of Kenya Ltd
c/o Barclaytrust Investment Nairobi
Services & Limited
Mezzanine 0, Xxxxxxxx Xxxxx,
Xxxxx Xxxxxx
Xxxxxxx
XXXXX
XXXXXX A/S Hansabanka A/S Hansabanka
Kalku iela 26 Xxxx
Xxxx, XX 0000
XXXXXX
LEBANON HSBC Bank Middle East The Chase Manhattan Bank
Ras-Beirut Branch New York
P.O. Box 11-1380
Xxxxx Xxxx
Ras-Beirut
LEBANON
LITHUANIA Vilniaus Bankas AB Vilniaus Bankas AB
Xxxxxxxx xxx. 00-000 Xxxxxxx
LT 2662 Vilnius
LITHUANIA
LUXEMBOURG Banque Generale du Luxembourg S.AChase Manhattan Bank AG
00 Xxxxxx X.X. Xxxxxxx Xxxxxxxxx
X-0000
XXXXXXXXXX
7 of 14
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK
------- ------------- ------------------
MALAYSIA The Chase Manhattan Bank (M) The Chase Manhattan Bank
Berhad (M) Berhad
Menara Dion, Xxxxx 00 Xxxxx Xxxxxx
Xxxxx Xxxxxx Xxxxxx
00000, Xxxxx Xxxxxx
MALAYSIA
HSBC Bank Malaysia Berhad HSBC Bank Malaysia Berhad
0 Xxxxx Xxxxxx Xxxxx Xxxxxx
00000 Xxxxx Xxxxxx
MALAYSIA
MAURITIUS The Hongkong and Shanghai BankingThe Hongkong and Shanghai
Corporation Limited Banking Corporation Limited
0/X Xxx Xxxxxxxx Xxxxxxxx Xxxx Xxxxx
Xxxxx Xxxxxx Street
Port Louis
MAURITIUS
MEXICO Chase Manhattan Xxxx Xxxxxx, X.X.Xxxxx Manhattan Xxxx Xxxxxx,
Torre Optima S.A.
Xxxxx xx xxx Xxxxxx #000 Xxxx 00 Xxxxxx, X.X
Xxxxx xx Xxxxxxxxxxx
00000 Xxxxxx, D. F.
MEXICO
Citibank Mexico, S.A. Citibank Mexico, S.A.
Paseo de la Reforma 390 Xxxxxx, X.X
00000 Xxxxxx, D.F.
MEXICO
MOROCCO Banque Commerciale du Maroc S.A. Banque Commerciale du Maroc S.A
2 Boulevard Xxxxxx Xxxxxxx Xxxxxxxxxx
Xxxxxxxxxx 00000
XXXXXXX
XXXXXXX Standard Bank Namibia Limited Standard Corporate & Merchant
Mutual Platz Bank Johannesburg
Cnr. Xxxxxxxx and Post Streets
X.X.Xxx 0000
Xxxxxxxx
XXXXXXX
XXXXXXXXXXX ABN AMRO N.V. Chase Manhattan Bank AG
Kemelstede 2 Frankfurt
P. O. Xxx 0000
0000 Xx Xxxxx
XXXXXXXXXXX
8 of 14
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK
------- ------------- ------------------
Fortis Bank (Nederland) N.V. Chase Manhattan Bank AG
55 Rokin Frankfurt
X.X. Xxx 000
0000 XX Xxxxxxxxx
XXXXXXXXXXX
XXX XXXXXXX National Nominees Limited National Bank of Xxx Xxxxxxx
Xxxxx 0 XXX Xxxxx Xxxxxxxxxx
000 Xxxxx Xxxxxx
Xxxxxxxx
XXX XXXXXXX
*NIGERIA* Stanbic Merchant Bank Nigeria Standard Bank of South Africa
Limited Johannesburg
000 Xxxxxxx Xxxx
X.X. Xxx 00000
Xxxxxx, Xxxxx
Xxxxx
XXXXXXX
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER
FOR FURTHER INFORMATION.*
NORWAY Den norske Bank ASA Den norske Bank XXX
Xxxxxxxx 00 Xxxx
XX Xxx 0000 Xxxxxxx
X-0000 Xxxx
XXXXXX
OMAN HSBC Bank Middle East Oman Arab Bank
Bait Al Falaj Main Office Xxxxxx
Xxxx, Xxxxxx XX 000
XXXX
XXXXXXXX Citibank, N.A. Citibank, N.A.
AWT Plaza Karachi
X.X. Xxxxxxxxxx Xxxx
Xxxxxxx 00000
XXXXXXXX
Deutsche Bank AG Deutsche Bank AG
Unitowers Karachi
X.X. Xxxxxxxxxx Xxxx
Xxxxxxx 00000
XXXXXXXX
9 of 14
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK
------- ------------- ------------------
Standard Chartered Bank Standard Chartered Bank
Box 4896 Karachi
Xxxxxx Xxxxxxx Xxxxxxxxxx Xxxx
Xxxxxxx 00000
XXXXXXXX
PERU Citibank, N.A. Banco de Credito del Peru
Camino Real 457 Lima
Torre Real - 0xx Xxxxx
Xxx Xxxxxx, Xxxx 00
XXXX
XXXXXXXXXXX The Hongkong and Shanghai BankingThe Hongkong and Shanghai
Corporation Limited Banking Corporation Limited
00/X Xxxxxxxxx Xxxxxx Xxxxxx
25 ADB Avenue
Ortigas Center
Pasig City, Manila
PHILIPPINES
POLAND Bank Handlowy w. Warszawie S.A. Bank Rozwoju Eksportu S.A.
xx. Xxxxxxxxxx 00 Xxxxxx
00-000 Xxxxxx
XXXXXX
Bank Polska Kasa Opieki S.A. Bank Rozwoju Eksportu S.A.
00 Xxxxx xxxxxx Xxxxxx
00-000 Xxxxxx
XXXXXX
PORTUGAL Banco Espirito Santo e Comercial Chase Manhattan Bank AG
de Lisboa, S.A. Frankfurt
Xxx Xxxxxxxx xx Xxxxxxxx, 00 X/x
0000 Xxxxxx
XXXXXXXX
Banco Comercial Portugues, X.X. Xxxxx Manhattan Bank AG
Xxx Xxxxxxx, 00000 Xxxxxxxxx
0000 Xxxxxx
XXXXXXXX
ROMANIA ABN AMRO Bank (Romania) S.A. ABN AMRO Bank (Romania) S.A.
Xxxxx Xxxxx Xxxxxx Xxxxxxxx-X, Xxxxxxxxx
0xx Xxxxx
Xxx. Xxxxxxxxxx Xx. 0
00000 Xxxxxxxxx 0
XXXXXXX
10 of 14
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK
------- ------------- ------------------
ING Bank N.V. ING Bank N.V.
00-00 Xxxxxxxx Xxxx Xxxxxxxxx
Xxxxxxxxx 0
XXXXXXX
*RUSSIA* Chase Manhattan Bank The Chase Manhattan Bank
International
1st Tverskaya - Yamskaya, 23 New York
125047 Moscow A/C The Chase Manhattan
RUSSIA London (US$ NOSTRO Account)
Credit Suisse First Boston AO The Chase Manhattan Bank
Nikitsky Pereulok, 5 New York
103009 Moscow A/C The Chase Manhattan
RUSSIA London (US$ NOSTRO Account)
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER
FOR FURTHER INFORMATION.*
SINGAPORE Standard Chartered Bank Oversea-Chinese Banking
3/F, 6 Battery Road Corporation
000000 Xxxxxxxxx
XXXXXXXXX
SLOVAK REPUBLIC Ceskoslovenska Obchodni Ceskoslovenska Obchodni
Banka, A.S. Banka, A.S.
Michalska 18 Xxxxxxxxxx
000 00 Xxxxxxxxxx
XXXXXX XXXXXXXX
XXXXXXXX Bank Austria Creditanstalt d.d. Bank Austria Creditanstalt d.d.
Xxxxxxxxx Xxxxxxxxx
Xxxxxxxxx 0
XX-00000 Xxxxxxxxx
XXXXXXXX
SOUTH AFRICA The Standard Bank of South Standard Corporate & Merchant
Africa Limited Bank
Standard Bank Centre Johannesburg
0xx Xxxxx
0 Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx 0000
XXXXX XXXXXX
SOUTH KOREA The Hongkong and Shanghai BankingThe Hongkong and Shanghai
Corporation Limited Banking
5/F HSBC Building Corporation Limited
#00, Xxxxxxx-xxxx 0-xx Xxxxx
Xxxxx
XXXXX XXXXX
11 of 14
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK
------- ------------- ------------------
Standard Chartered Bank Standard Chartered Bank
22/F, Seoul Finance Centre Seoul
Xxxxxxxx 00, Xxxxx-xxxx, Xxxxx-Xx
Xxxxx
XXXXX XXXXX
XXXXX Chase Manhattan Bank CMB, X.X. Xxxxx Manhattan Bank AG
Xxxxx xx xx Xxxxxxxxxx, 00 Xxxxxxxxx
00000 Xxxxxx
XXXXX
SRI LANKA The Hongkong and Shanghai BankingThe Hongkong and Shanghai
Corporation Limited Banking Corporation Limited
Unit #02-02, West Block Podium Colombo
World Trade Center
Xxxxxxx 0
XXX XXXXX
SWEDEN Skandinaviska Enskilda Banken Svenska Handelsbanken
Sergels Torg 2 Xxxxxxxxx
XX-000 00 Xxxxxxxxx
XXXXXX
SWITZERLAND UBS AG UBS XX
00 Xxxxxxxxxxxxxx Xxxxxx
0000 Xxxxxx
XXXXXXXXXXX
TAIWAN The Chase Manhattan Bank The Chase Manhattan Bank
14th Floor Taipei
0, Xxx Xxx X. Xxxx Xxx. 0
Xxxxxx
XXXXXX
The Hongkong and Shanghai BankingThe Hongkong and Shanghai
Corporation Limited Banking Corporation Limited
International Trade Building Taipei
16th Floor, Taipei World Trade
Center
000 Xxxxxxx Xxxx, Xxxxxxx 0
Xxxxxx 000
XXXXXX
XXXXXXXX Standard Chartered Bank Standard Chartered Bank
14th Floor, Zone B Bangkok
Sathorn Nakorn Tower
000 Xxxxx Xxxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
THAILAND
12 of 14
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK
------- ------------- ------------------
TUNISIA Banque Internationale Arabe de Banque Internationale Arabe de
Tunisie, X.X. Xxxxx
S.A.
00-00 Xxxxxx Xxxxx Xxxxxxxxx
X.X. Xxx 000
0000 Xxxxx Xxxxx
XXXXXXX
XXXXXX The Chase Manhattan Bank The Chase Manhattan Bank
Emirhan Cad. No: 145 Istanbul
Atakule, A Blok Kat:11
00000-Xxxxxxxxx/Xxxxxxxx
Xxxxxxxx
XXXXXX
*UKRAINE* ING Bank Ukraine ING Bank Ukraine
00 Xxxxxxxxxx Xxxxxx Xxxx
0xx Xxxxx
Xxxx, 000000
XXXXXXX
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER
FOR FURTHER INFORMATION.*
U.A.E. HSBC Bank Middle East The National Bank of Abu Dhabi
X.X. Xxx 00 Xxx Xxxxx
Xxxxx
XXXXXX XXXX XXXXXXXX
U.K. The Chase Manhattan Bank National Westminster Bank
Xxxxxx Court London
Ground Floor
00 Xxxxxxxxxxx
Xxxxxx XX0X 0XX
XXXXXX XXXXXXX
URUGUAY BankBoston, N.A. BankBoston, X.X.
Xxxxxx 1463 Montevideo
Montevideo
URUGUAY
U.S.A. The Chase Manhattan Bank The Chase Manhattan Bank
0 Xxx Xxxx Xxxxx Xxx Xxxx
Xxx Xxxx
XX 00000
U.S.A.
13 of 14
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK
------- ------------- ------------------
VENEZUELA Citibank, N.A. Citibank, N.A.
Carmelitas a Xxxxxxxxxx Caracas
Xxxxxxxx Xxxxxxxx
Xxxxxxx 0000
XXXXXXXXX
XXXXXX Barclays Bank of Zambia Limited Barclays Bank of Zambia Ltd
Xxxxx Xxxxx, Xxxxx Xxxx Xxxxxx
Xxxxxx
XXXXXX
ZIMBABWE Barclays Bank of Zimbabwe LimitedBarclays Bank of Zimbabwe Ltd
0xx Xxxxx, 0 Xxxxxx Xxxxx Xxxxxx
Xxxxx Xxxx Avenue
Harare
14 of 14
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XX XXXXXX
SECURITIES DEPOSITORIES
--------------------------------------------------------------------------------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
--------------------------------------------------------------------------------------------------------------------
Argentina CVSA Equity, Corporate Debt, Government Debt
(Caja de Valores S.A.)
--------------------------------------------------------------------------------------------------------------------
Argentina CRYL Government Debt
(Central de Registration y Liquidacion de
Instrumentos de Endeudamiento Publico)
--------------------------------------------------------------------------------------------------------------------
Australia Austraclear Limited Corporate Debt, Money Market,
Semi-Government Debt
--------------------------------------------------------------------------------------------------------------------
Australia CHESS Equity
(Clearing House Electronic Sub-register System)
--------------------------------------------------------------------------------------------------------------------
Australia RITS Government Debt
(Reserve Bank of Australia/Reserve Bank
Information and Transfer System)
--------------------------------------------------------------------------------------------------------------------
Austria OeKB Equity, Corporate Debt, Government Debt
(Oesterreichische Kontrollbank AG)
--------------------------------------------------------------------------------------------------------------------
Belgium CIK Equity, Corporate Debt
(Caisse Interprofessionnelle de Depots et de
Virements de Titres S.A.)
--------------------------------------------------------------------------------------------------------------------
Xxxxxxx XXX Corporate Debt, Government Debt
(National Bank of Belgium)
--------------------------------------------------------------------------------------------------------------------
Brazil CBLC Equity
(Companhia Brasileira de Liquidacao e Custodia)
--------------------------------------------------------------------------------------------------------------------
Brazil CETIP Corporate Debt
(Central de Custodia e Liquidacao Financiera
de Titulos Privados)
--------------------------------------------------------------------------------------------------------------------
Brazil SELIC Government Debt
(Sistema Especial de Liquidacao e Custodia)
--------------------------------------------------------------------------------------------------------------------
Bulgaria BNB Government Debt
(Bulgaria National Bank)
--------------------------------------------------------------------------------------------------------------------
Bulgaria CDAD Equity, Corporate Debt
(Central Depository A.D.)
--------------------------------------------------------------------------------------------------------------------
Canada CDS Equity, Corporate, Government Debt
(The Canadian Depository for Securities
Limited)
--------------------------------------------------------------------------------------------------------------------
This document is for information only and is designed to keep you abreast of
market conditions and procedures. This document is intended neither to influence
your investment decisions nor to amend or supplement any agreement governing
your relations with XX Xxxxxx Xxxxx. XX Xxxxxx Xxxxx 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.
April 19, 2001
1
[LOGO]
XX XXXXXX
SECURITIES DEPOSITORIES
--------------------------------------------------------------------------------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
Chile DCV Equity, Corporate Debt, Government Debt
(Deposito Central de Valores S.A.)
--------------------------------------------------------------------------------------------------------------------
China, Shanghai SSCCRC Equity
(Shanghai Securities Central Clearing and
Registration Corporation)
--------------------------------------------------------------------------------------------------------------------
China, Shenzhen SSCC Equity
(Shenzhen Securities Clearing Company, Limited)
--------------------------------------------------------------------------------------------------------------------
Colombia DCV Government Debt
(Deposito Central de Valores)
--------------------------------------------------------------------------------------------------------------------
Colombia DECEVAL Equity, Corporate Debt, Government Debt
(Deposito Centralizado de Valores de Colombia
S.A.)
--------------------------------------------------------------------------------------------------------------------
Croatia SDA Equity, Government Debt
(Central Depository Agency Inc. - Stredisnja
depozitarna agencija d.d.)
--------------------------------------------------------------------------------------------------------------------
Croatia Ministry of Finance of the Republic of Croatia Short-term debt issued by the Ministry of
Finance.
--------------------------------------------------------------------------------------------------------------------
Croatia CNB Short-term debt issued by the National
(Croatian National Bank) Bank of Croatia.
--------------------------------------------------------------------------------------------------------------------
Czech Republic SCP Equity, Corporate Debt, Government Debt
(Stredisko cennych papiru)
--------------------------------------------------------------------------------------------------------------------
Czech Republic CNB Government Debt
(Czech National Bank)
--------------------------------------------------------------------------------------------------------------------
Denmark VP Equity, Corporate Debt, Government Debt
(Vaerdipapircentralen A/S)
--------------------------------------------------------------------------------------------------------------------
Egypt MCSD Equity, Corporate Debt
(Misr for Clearing, Settlement and Depository,
S.A.E.)
--------------------------------------------------------------------------------------------------------------------
Estonia ECDS Equity, Corporate Debt, Government Debt
(Estonian Central Depository for Securities
Limited - Eesti Vaatpaberite Keskdepositoorium)
--------------------------------------------------------------------------------------------------------------------
Euromarket DCC Euro-CDs
(The Depository and Clearing Centre)
--------------------------------------------------------------------------------------------------------------------
Euromarket Clearstream Euro-Debt
(Clearstream Banking, S.A.)
--------------------------------------------------------------------------------------------------------------------
Euromarket Euroclear Euro-Debt
--------------------------------------------------------------------------------------------------------------------
This document is for information only and is designed to keep you abreast of
market conditions and procedures. This document is intended neither to influence
your investment decisions nor to amend or supplement any agreement governing
your relations with XX Xxxxxx Xxxxx. XX Xxxxxx Xxxxx 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.
April 19, 2001
2
[LOGO]
XX XXXXXX
SECURITIES DEPOSITORIES
--------------------------------------------------------------------------------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
--------------------------------------------------------------------------------------------------------------------
Finland APK Equity, Corporate Debt, Government Debt
(Finnish Central Securities Depository Limited)
--------------------------------------------------------------------------------------------------------------------
France Euroclear France Equity, Corporate Debt, Government Debt
--------------------------------------------------------------------------------------------------------------------
Germany Clearstream Equity, Corporate Debt, Government Debt
(Clearstream Banking AG)
--------------------------------------------------------------------------------------------------------------------
Greece CSD Equity, Corporate Debt
(Central Securities Depository S.A.)
--------------------------------------------------------------------------------------------------------------------
Greece BoG Government Debt
(Bank of Greece)
--------------------------------------------------------------------------------------------------------------------
Hong Kong HKSCC Equity
(Hong Kong Securities Clearing Company Limited)
--------------------------------------------------------------------------------------------------------------------
Hong Kong CMU Corporate Debt, Government Debt
(Central Moneymarkets Unit)
--------------------------------------------------------------------------------------------------------------------
Hungary KELER Equity, Corporate Debt, Government Debt
(Central Clearing House and Depository
(Budapest) Ltd. - Kozponti Elszamolohaz es
Ertektar (Budapest) Rt.)
--------------------------------------------------------------------------------------------------------------------
India NSDL Equity, Corporate Debt, Government Debt
(National Securities Depository Limited)
--------------------------------------------------------------------------------------------------------------------
India CDSL Equity
(Central Depository Services (India) Limited)
--------------------------------------------------------------------------------------------------------------------
India RBI Government Debt
(Reserve Bank of India)
--------------------------------------------------------------------------------------------------------------------
Indonesia KSEI Equity, Corporate Debt
(PT Kustodian Sentral Efek Indonesia)
--------------------------------------------------------------------------------------------------------------------
Ireland CREST Equity, Corporate Debt
(CRESTCo Limited)
--------------------------------------------------------------------------------------------------------------------
Israel TASE Clearing House Equity, Corporate Debt, Government Debt
(Tel Aviv Stock Exchange Clearing House)
--------------------------------------------------------------------------------------------------------------------
Italy Monte Titoli S.p.A. Equity, Corporate Debt, Government Debt
--------------------------------------------------------------------------------------------------------------------
Italy Banca d'Italia Government Debt
--------------------------------------------------------------------------------------------------------------------
This document is for information only and is designed to keep you abreast of
market conditions and procedures. This document is intended neither to influence
your investment decisions nor to amend or supplement any agreement governing
your relations with XX Xxxxxx Xxxxx. XX Xxxxxx Xxxxx 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.
April 19, 2001
3
[LOGO]
XX XXXXXX
SECURITIES DEPOSITORIES
--------------------------------------------------------------------------------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
Ivory Coast DC/BR Equity
(Le Depositaire Central / Banque de Reglement)
--------------------------------------------------------------------------------------------------------------------
Japan JASDEC Equity, Convertible Debt
(Japan Securities Depository Center)
--------------------------------------------------------------------------------------------------------------------
Japan BoJ Registered Government Debt
(Bank of Japan)
--------------------------------------------------------------------------------------------------------------------
Kazahkstan CSD Equity
(Central Securities Depository CJSC)
--------------------------------------------------------------------------------------------------------------------
Kenya CBCD Government Debt
(Central Bank Central Depository)
--------------------------------------------------------------------------------------------------------------------
Latvia LCD Equity, Corporate Debt, Government Debt
(Latvian Central Depository)
--------------------------------------------------------------------------------------------------------------------
Lebanon Midclear X.X.X. Equity
(Custodian and Clearing Center of Financial
Instruments for Lebanon and the Middle East
X.X.X.)
--------------------------------------------------------------------------------------------------------------------
Lithuania CSDL Equity, Corporate Debt, Government Debt
(Central Securities Depository of Lithuania)
--------------------------------------------------------------------------------------------------------------------
Luxembourg Clearstream Equity
(Clearstream Banking S.A.)
--------------------------------------------------------------------------------------------------------------------
Malaysia MCD Equity, Corporate Debt, Government Debt
(Malaysian Central Depository Sdn. Bhd.)
--------------------------------------------------------------------------------------------------------------------
Mauritius CDS Equity, Corporate Debt
(Central Depository and Settlement Company
Limited)
--------------------------------------------------------------------------------------------------------------------
Mexico INDEVAL Equity, Corporate Debt, Government Debt
(S.D. INDEVAL S.A. de C.V.)
--------------------------------------------------------------------------------------------------------------------
Morocco Maroclear Equity, Corporate Debt, Government Debt
--------------------------------------------------------------------------------------------------------------------
Netherlands NECIGEF Equity, Corporate Debt, Government Debt
(Nederlands Centraal Insituut voor Giraal
Effectenverkeer B.V.)
--------------------------------------------------------------------------------------------------------------------
New Zealand NZCSD Equity, Corporate Debt, Government Debt
(New Zealand Central Securities Depository)
--------------------------------------------------------------------------------------------------------------------
This document is for information only and is designed to keep you abreast of
market conditions and procedures. This document is intended neither to influence
your investment decisions nor to amend or supplement any agreement governing
your relations with XX Xxxxxx Chase. XX Xxxxxx Xxxxx 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.
April 19, 2001
4
[LOGO]
XX XXXXXX
SECURITIES DEPOSITORIES
--------------------------------------------------------------------------------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
Nigeria CSCS Equity, Corporate Debt, Government Debt
(Central Securities Clearing System Limited)
--------------------------------------------------------------------------------------------------------------------
Norway VPS Equity, Corporate Debt, Government Debt
(Verdipapirsentralen)
--------------------------------------------------------------------------------------------------------------------
Oman MDSRC Equity, Corporate Debt
(The Muscat Depository and Securities
Registration Company, S.A.O.C.)
--------------------------------------------------------------------------------------------------------------------
Pakistan CDC Equity, Corporate Debt
(Central Depository Company of Pakistan
Limited)
--------------------------------------------------------------------------------------------------------------------
Pakistan SBP Government Debt
(State Bank of Pakistan)
--------------------------------------------------------------------------------------------------------------------
Peru CAVALI Equity, Corporate Debt, Government Debt
(CAVALI ICLV S.A.)
--------------------------------------------------------------------------------------------------------------------
Philippines PCD Equity
(Philippine Central Depository, Inc.)
--------------------------------------------------------------------------------------------------------------------
Philippines ROSS Government Debt
(Bangko Sentral ng Pilipinas / Register of
Scripless Securities)
--------------------------------------------------------------------------------------------------------------------
Poland NDS Equity, Long-Term Government Debt
(National Depository for Securities S.A.)
--------------------------------------------------------------------------------------------------------------------
Poland CRT Short-Term Government Debt
(Central Registry of Treasury-Bills)
--------------------------------------------------------------------------------------------------------------------
Portugal CVM Equity, Corporate Debt, Government Debt
(Central de Valores Mobiliarios e Sistema de
Liquidacao e Compensacao)
--------------------------------------------------------------------------------------------------------------------
Romania SNCDD Equity
(National Company for Clearing, Settlement and
Depository for Securities)
--------------------------------------------------------------------------------------------------------------------
Romania BSE Equity
(Bucharest Stock Exchange Registry)
--------------------------------------------------------------------------------------------------------------------
Russia VTB Equity, Corporate Debt, Government Debt
(Vneshtorgbank) (Ministry of Finance Bonds)
--------------------------------------------------------------------------------------------------------------------
This document is for information only and is designed to keep you abreast of
market conditions and procedures. This document is intended neither to influence
your investment decisions nor to amend or supplement any agreement governing
your relations with XX Xxxxxx Chase. XX Xxxxxx Xxxxx 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.
April 19, 2001
5
[LOGO]
XX XXXXXX
SECURITIES DEPOSITORIES
--------------------------------------------------------------------------------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
--------------------------------------------------------------------------------------------------------------------
Russia NDC Equity, Corporate Debt, Government Debt
(National Depository Centre)
--------------------------------------------------------------------------------------------------------------------
Russia DCC Equity
(Depository Clearing Company)
--------------------------------------------------------------------------------------------------------------------
Singapore CDP Equity, Corporate Debt
(The Central Depository (Pte) Limited)
--------------------------------------------------------------------------------------------------------------------
Singapore SGS Government Debt
(Monetary Authority of Singapore / Singapore
Government Securities Book-Entry System)
--------------------------------------------------------------------------------------------------------------------
Slovak Republic SCP Equity, Corporate Debt, Government Debt
(Stredisko cennych papierov SR Bratislava,
a.s.)
--------------------------------------------------------------------------------------------------------------------
Slovak Republic NBS Government Debt
(National Bank of Slovakia)
--------------------------------------------------------------------------------------------------------------------
Slovenia KDD Equity, Corporate Debt, Government Debt
(Centralna klirinsko depotna xxxxxx x.x.)
--------------------------------------------------------------------------------------------------------------------
South Africa CDL Corporate Debt, Government Debt
(Central Depository (Pty) Limited)
--------------------------------------------------------------------------------------------------------------------
South Africa STRATE Equity
(Share Transactions Totally Electronic)
--------------------------------------------------------------------------------------------------------------------
South Korea KSD Equity, Corporate Debt, Government Debt
(Korea Securities Depository)
--------------------------------------------------------------------------------------------------------------------
Spain SCLV Equity, Corporate Debt
(Servicio de Compensacion y Liquidacion de Valores,
S.A.)
--------------------------------------------------------------------------------------------------------------------
Spain CBEO Government Debt
(Banco de Espana / Central Book Entry Office)
--------------------------------------------------------------------------------------------------------------------
Sri Lanka CDS Equity, Corporate Debt
(Central Depository System (Private) Limited)
--------------------------------------------------------------------------------------------------------------------
Sweden VPC Equity, Corporate Debt, Government Debt
(Vardepapperscentralen AB)
--------------------------------------------------------------------------------------------------------------------
This document is for information only and is designed to keep you abreast of
market conditions and procedures. This document is intended neither to influence
your investment decisions nor to amend or supplement any agreement governing
your relations with XX Xxxxxx Xxxxx. XX Xxxxxx Xxxxx 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.
April 19, 2001
6
[LOGO]
XX XXXXXX
SECURITIES DEPOSITORIES
--------------------------------------------------------------------------------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
--------------------------------------------------------------------------------------------------------------------
Switzerland SIS Equity, Corporate Debt, Government Debt
(SIS SegaInterSettle AG)
--------------------------------------------------------------------------------------------------------------------
Taiwan TSCD Equity, Government Debt
(Taiwan Securities Central Depository Co.,
Ltd.)
--------------------------------------------------------------------------------------------------------------------
Thailand TSD Equity, Corporate Debt, Government Debt
(Thailand Securities Depository Company
Limited)
--------------------------------------------------------------------------------------------------------------------
Tunisia STICODEVAM Equity, Corporate Debt, Government Debt
(Societe Tunisienne Interprofessionnelle pour
la Compensation et le Depot des Valeurs
Mobilieres)
--------------------------------------------------------------------------------------------------------------------
Turkey TAKASBANK Equity, Corporate Debt, Government Debt
(IMKB Takas ve Saklama Bankasi A.S.)
--------------------------------------------------------------------------------------------------------------------
United Kingdom CREST Equity, Corporate Debt, Government Debt
(CRESTCo Limited)
--------------------------------------------------------------------------------------------------------------------
United Kingdom CMO Sterling & Euro CDs, Commercial Paper
(Central Moneymarkets Office)
--------------------------------------------------------------------------------------------------------------------
United States DTC Equity, Corporate Debt
(Depository Trust Company)
--------------------------------------------------------------------------------------------------------------------
United States PTC Mortgage Back Debt
(Participants Trust Company)
--------------------------------------------------------------------------------------------------------------------
United States FED Government Debt
(The Federal Reserve Book-Entry System)
--------------------------------------------------------------------------------------------------------------------
Uruguay BCU Corporate Debt, Government Debt
(Banco Central del Uruguay)
--------------------------------------------------------------------------------------------------------------------
Venezuela BCV Government Debt
(Banco Central de Venezuela)
--------------------------------------------------------------------------------------------------------------------
Zambia CSD Equity, Government Debt
(XxXX Central Shares Depository Limited)
--------------------------------------------------------------------------------------------------------------------
Zambia BoZ Government Debt
(Bank of Zambia)
--------------------------------------------------------------------------------------------------------------------
This document is for information only and is designed to keep you abreast of
market conditions and procedures. This document is intended neither to influence
your investment decisions nor to amend or supplement any agreement governing
your relations with XX Xxxxxx Chase. XX Xxxxxx Xxxxx 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.
April 19, 2001
7
EXHIBIT 1 - AMENDMENT #1
The following is an amendment ("Amendment") to the Global Custody Agreement
dated June 25, 2001 (the "Agreement") by and between The Chase Manhattan Bank
("Bank") and each open-end management investment company listed on Exhibit 1
thereto (each a "Trust," collectively "Customer"). 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 Trusts and Funds listed below.
Exhibit 1 is hereby amended as follows:
Vanguard Bond Index Funds
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 Fixed Income Securities Funds
Vanguard GNMA Fund
Vanguard High-Yield Corporate Fund
Vanguard Inflation Protected Securities Fund
Vanguard Long-Term Corporate Fund
Vanguard Index Funds
Vanguard 500 Index Fund
Vanguard Extended Market Index Fund
Vanguard Growth Index Fund
Vanguard Small-Cap Index Fund
Vanguard Total Stock Market Index Fund
Vanguard Value Index Fund
Vanguard Specialized Funds
Vanguard Health Care Fund
Vanguard Precious Metals Fund
Vanguard STAR Funds
Vanguard Developed Markets Index Fund
Vanguard Institutional Developed Markets Index Fund
Vanguard LifeStrategy Conservative Growth Fund
Vanguard LifeStrategy Growth Fund
Vanguard LifeStrategy Income Fund
Vanguard LifeStrategy Moderate Growth Fund
Vanguard Tax-Managed Funds
Vanguard Tax-Managed Balanced Fund
Vanguard Tax-Managed Capital Appreciation Fund
Vanguard Tax-Managed Growth and Income Fund
Vanguard Tax-Managed Small-Cap Fund
Vanguard Wellesley Income Fund
Vanguard Wellington Fund
1
Vanguard World Funds
Vanguard International Growth Fund
AGREED TO as of July 23, 2001 BY:
Chase Manhattan Bank Each Fund listed on Exhibit 1
By: /s Xxxxx X. Xxxxxx, Xx. By: /s Xxxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxx, Xx. Name: Xxxxxx X. Xxxxxxx
Title: Vice President Title: Assistant Treasurer
2
EXHIBIT 1 - AMENDMENT #2
The following is an amendment ("Amendment") to the Global Custody Agreement
dated June 25, 2001 and amended July 23, 2001 (the "Agreement") by and between
JPMorgan Chase Bank (previously The Chase Manhattan Bank) ("Bank") and each
open-end management investment company listed on Exhibit 1 thereto (each a
"Trust," collectively "Customer"). 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 Trusts
and Funds listed below.
Exhibit 1 is hereby amended as follows:
Vanguard Bond Index Funds
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 Fixed Income Securities Funds
Vanguard GNMA Fund
Vanguard High-Yield Corporate Fund
Vanguard Inflation Protected Securities Fund
Vanguard Long-Term Corporate Fund
Vanguard Index Funds
Vanguard 500 Index Fund
Vanguard Extended Market Index Fund
Vanguard Growth Index Fund
Vanguard Small-Cap Index Fund
Vanguard Total Stock Market Index Fund
Vanguard Value Index Fund
Vanguard Institutional Index Funds
Vanguard Institutional Total Bond Market Index Fund
Vanguard Specialized Funds
Vanguard Health Care Fund
Vanguard Precious Metals Fund
Vanguard STAR Funds
Vanguard Developed Markets Index Fund
Vanguard Institutional Developed Markets Index Fund
Vanguard LifeStrategy Conservative Growth Fund
Vanguard LifeStrategy Growth Fund
Vanguard LifeStrategy Income Fund
Vanguard LifeStrategy Moderate Growth Fund
Vanguard Tax-Managed Funds
Vanguard Tax-Managed Balanced Fund
Vanguard Tax-Managed Capital Appreciation Fund
Vanguard Tax-Managed Growth and Income Fund
Vanguard Tax-Managed Small-Cap Fund
Vanguard Wellesley Income Fund
Vanguard Wellington Fund
Vanguard Whitehall Fund
Vanguard International Explorer Fund
Vanguard World Funds
Vanguard International Growth Fund
AGREED TO as of May 20, 2002 BY:
JPMorgan Chase Bank Each Fund listed on Exhibit 1
By: /S/ XXXXX X. XXXXXX, XX. By: /S/ XXXXXX X. XXXXXXX
Name: Xxxxx X. Xxxxxx, Xx. Name: Xxxxxx X. Xxxxxxx
Title: Vice President Title: Treasurer
EXHIBIT 1 - AMENDMENT #4
The following is an amendment ("Amendment") to the Global Custody Agreement
dated June 25, 2001 and amended July 23, 2001, May 20, 2002, and November 15,
2002 (the "Agreement") by and between JPMorgan Chase Bank (previously The Chase
Manhattan Bank) ("Bank") and each open-end management investment company listed
on Exhibit 1 thereto (each a "Trust," collectively "Customer"). 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 Trusts and Funds listed below.
Exhibit 1 is hereby amended as follows:
Vanguard Bond Index Funds
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 Xxxxxxx Funds
Vanguard Target Retirement Income Fund
Vanguard Target Retirement 2005 Fund
Vanguard Target Retirement 2015 Fund
Vanguard Target Retirement 2025 Fund
Vanguard Target Retirement 2035 Fund
Vanguard Target Retirement 2045 Fund
Vanguard Fixed Income Securities Funds
Vanguard GNMA Fund
Vanguard High-Yield Corporate Fund
Vanguard Inflation Protected Securities Fund
Vanguard Long-Term Corporate Fund
Vanguard Index Funds
Vanguard 500 Index Fund
Vanguard Extended Market Index Fund
Vanguard Growth Index Fund
Vanguard Large-Cap Index Fund
Vanguard Mid-Cap 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 Value Index Fund
Vanguard Institutional Index Funds
Vanguard Institutional Total Bond Market Index Fund
Vanguard Specialized Funds
Vanguard Health Care Fund
Vanguard Precious Metals Fund
Vanguard STAR Funds
Vanguard Developed Markets Index Fund
Vanguard Institutional Developed Markets Index Fund
Vanguard LifeStrategy Conservative Growth Fund
Vanguard LifeStrategy Growth Fund
Vanguard LifeStrategy Income Fund
Vanguard LifeStrategy Moderate Growth Fund
Vanguard Tax-Managed Funds
Vanguard Tax-Managed Balanced Fund
Vanguard Tax-Managed Capital Appreciation Fund
Vanguard Tax-Managed Growth and Income Fund
Vanguard Tax-Managed Small-Cap Fund
Vanguard Wellesley Income Fund
Vanguard Wellington Fund
Vanguard Whitehall Fund
Vanguard International Explorer Fund
Vanguard World Funds
Vanguard International Growth Fund
AGREED TO as of September 18, 2003 BY:
JPMorgan Chase Bank Each Fund listed on Exhibit 1
By: /S/ XXXXX X. XXXXXX, XX. By: /S/ XXXXXX X. XXXXXXX
Name: Xxxxx X. Xxxxxx, Xx. Name: Xxxxxx X. Xxxxxxx
Title: Vice President Title: Treasurer
AMENDMENT TO GLOBAL CUSTODY AGREEMENT
This instrument, dated November 25, 2003, is between each open-end
management investment company listed on Exhibit 1 attached to the Global Custody
Agreement (each a "Trust") collectively ("Customer"), and JPMorgan Chase Bank
("Bank"). It amends the Global Custody Agreement, dated June 25, 2001 (as
amended), (the "Custody Agreement") between Customer and Bank.
RECITAL
Customer and Bank wish to amend the Custody Agreement to reflect changes to
the proxy voting service provided by Bank.
AMENDMENT
1. Amendment to the Custody Agreement.
The existing clause 2.11 shall be deleted and replaced with the following
new clause 2.11:-
"2.11 Proxy Voting.
(a) Bank shall provide Customer or its agent with details of Securities in
the Account on a daily basis ("Daily Holdings Data"), and Bank or its agent
shall act in accordance with Instructions from an Authorized Person in relation
to matters Customer or its agent determine in their absolute discretion are to
be voted upon at meetings of holders of Financial Assets, based upon such Daily
Holdings Data ("the proxy voting service"). Neither Bank nor its agent shall be
under any duty to provide Customer or its agent with information which it or
they receive on matters to be voted upon at meetings of holders of Financial
Assets.
(b) Bank or its agent shall act upon Instructions to vote, provided
Instructions are received by Bank or its agent at its proxy voting department by
the relevant deadline for such Instructions as determined by Bank or its agent.
If Instructions are not received in a timely manner, neither Bank nor its agent
shall be obligated to provide further notice to Customer.
(c) In markets where the proxy voting service is not available or where
Bank has not received a duly completed enrollment form or other relevant
documentation, Bank or its agent shall endeavor to act upon Instructions to vote
on matters before meetings of holders of Financial Assets where it is reasonably
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. Miscellaneous.
(a) This Amendment shall be governed 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.
2
(b) This Amendment shall be binding upon and inure to the benefit of the
parties and their respective heirs, successors and permitted assigns when
executed by all parties. Nothing in this Amendment, express or implied, shall be
construed to confer any rights or remedies upon any party other than the parties
hereto and their respective successors and permitted assigns.
(c) All defined terms used in this Amendment shall have the same meaning as
provided in the Custody Agreement except where specifically herein modified.
(d) As modified and amended hereby, the parties hereby ratify, approve and
confirm the Custody Agreement in all respects.
(e) This Amendment may not be changed orally, but only by an agreement in
writing signed by the parties hereto.
(f) This Amendment may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.
3. Effective Time.
This Amendment shall be effective as of November 25, 2003.
JPMORGAN CHASE BANK EACH TRUST LISTED IN EXHIBIT 1 OF
THE CUSTODY AGREEMENT
By: /S/ XXXXX X. XXXXXX, XX. By: /S/ XXXXXX X. XXXXXXX
Name: Xxxxx X. Xxxxxx, Xx. Name: Xxxxxx X. Xxxxxxx
Title: Vice President Title: Treasurer
3
EXHIBIT 1 - AMENDMENT #5
The following is an amendment ("Amendment") to the Global Custody Agreement
dated June 25, 2001, as amended from time to time (the "Agreement"), by and
between JPMorgan Chase Bank (previously The Chase Manhattan Bank) ("Bank") and
each open-end management investment company listed on Exhibit 1 thereto (each a
"Trust," collectively "Customer"). 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 Trusts
and Funds listed below.
Exhibit 1 is hereby amended as follows:
Vanguard Bond Index Funds
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 Xxxxxxx Funds
Vanguard Target Retirement Income Fund Vanguard Target Retirement 2005
Fund Vanguard Target Retirement 2015 Fund Vanguard Target Retirement
2025 Fund Vanguard Target Retirement 2035 Fund Vanguard Target
Retirement 2045 Fund
Vanguard CMT Funds
Vanguard Market Liquidity Fund
Vanguard Yorktown Liquidity Fund
Vanguard Fixed Income Securities Funds
Vanguard GNMA Fund
Vanguard High-Yield Corporate Fund
Vanguard Inflation Protected Securities Fund
Vanguard Long-Term Corporate Fund
Vanguard Index Funds
Vanguard 500 Index Fund
Vanguard Extended Market Index Fund Vanguard Growth Index Fund Vanguard
Large-Cap Index Fund Vanguard Mid-Cap 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 Value
Index Fund
Vanguard Institutional Index Funds
Vanguard Institutional Total Bond Market Index Fund
Vanguard Specialized Funds
Vanguard Health Care Fund
Vanguard Precious Metals Fund
Vanguard STAR Funds
Vanguard Developed Markets Index Fund
Vanguard Institutional Developed Markets Index Fund
Vanguard LifeStrategy Conservative Growth Fund
Vanguard LifeStrategy Growth Fund
Vanguard LifeStrategy Income Fund
Vanguard LifeStrategy Moderate Growth Fund
Vanguard Tax-Managed Funds
Vanguard Tax-Managed Balanced Fund
Vanguard Tax-Managed Capital Appreciation Fund
Vanguard Tax-Managed Growth and Income Fund
Vanguard Tax-Managed Small-Cap Fund
Vanguard Wellesley Income Fund
Vanguard Wellington Fund
Vanguard Whitehall Fund
Vanguard International Explorer Fund
Vanguard World Funds
Vanguard International Growth Fund
AGREED TO as of May 13, 2004 BY:
JPMorgan Chase Bank Each Fund listed on Exhibit 1
By: /S/ Xxxx X'Xxxxxx By: /S/ XXXXXX X. XXXXXXX
Name: Xxxx X'Xxxxxx Name: Xxxxxx X. Xxxxxxx
Title: Vice President Title: Treasurer
Page 2 of 2
EXHIBIT 1 - AMENDMENT #6
The following is an amendment ("Amendment") to the Global Custody Agreement
dated June 25, 2001, as amended from time to time (the "Agreement"), by and
between JPMorgan Chase Bank (previously The Chase Manhattan Bank) ("Bank") and
each open-end management investment company listed on Exhibit 1 thereto (each a
"Trust," collectively "Customer"). 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 Trusts
and Funds listed below.
Exhibit 1 is hereby amended as follows:
Vanguard Bond Index Funds
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 Xxxxxxx Funds
Vanguard Target Retirement Income Fund Vanguard Target Retirement 2005
Fund Vanguard Target Retirement 2015 Fund Vanguard Target Retirement
2025 Fund Vanguard Target Retirement 2035 Fund Vanguard Target
Retirement 2045 Fund
Vanguard CMT Funds
Vanguard Market Liquidity Fund
Vanguard Yorktown Liquidity Fund
Vanguard Fixed Income Securities Funds
Vanguard GNMA Fund
Vanguard High-Yield Corporate Fund
Vanguard Inflation Protected Securities Fund
Vanguard Long-Term Corporate Fund
Vanguard Index Funds
Vanguard 500 Index Fund
Vanguard Extended Market Index Fund Vanguard Growth Index Fund Vanguard
Large-Cap Index Fund Vanguard Mid-Cap 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 Value
Index Fund
Vanguard Institutional Index Funds
Vanguard Institutional Total Bond Market Index Fund
Vanguard Specialized Funds
Vanguard Health Care Fund
Vanguard Precious Metals Fund
Vanguard REIT Index Fund
Vanguard STAR Funds
Vanguard Developed Markets Index Fund
Vanguard Institutional Developed Markets Index Fund
Vanguard LifeStrategy Conservative Growth Fund
Vanguard LifeStrategy Growth Fund
Vanguard LifeStrategy Income Fund
Vanguard LifeStrategy Moderate Growth Fund
Vanguard Tax-Managed Funds
Vanguard Tax-Managed Balanced Fund
Vanguard Tax-Managed Capital Appreciation Fund
Vanguard Tax-Managed Growth and Income Fund
Vanguard Tax-Managed Small-Cap Fund
Vanguard Wellesley Income Fund
Vanguard Wellington Fund
Vanguard Whitehall Fund
Vanguard International Explorer Fund
Vanguard World Funds
Vanguard International Growth Fund
AGREED TO as of August 27, 2004 BY:
JPMorgan Chase Bank Each Fund listed on Exhibit 1
By: /s Xxxx X'Xxxxxx By: /s Xxxxxx X. Xxxxxxx
Name: Xxxx X'Xxxxxx Name: Xxxxxx X. Xxxxxxx
Title: Vice President Title: Treasurer
EXHIBIT 1 - AMENDMENT #7
The following is an amendment ("Amendment") to the Global Custody Agreement
dated June 25, 2001, as amended from time to time (the "Agreement"), by and
between JPMorgan Chase Bank (previously The Chase Manhattan Bank) ("Bank") and
each open-end management investment company listed on Exhibit 1 thereto (each a
"Trust," collectively "Customer"). 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 Trusts
and Funds listed below.
Exhibit 1 is hereby amended as follows:
Vanguard Balanced Index Fund
Vanguard Balanced Index Fund
Vanguard Bond Index Funds
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 Xxxxxxx Funds
Vanguard Target Retirement Income Fund
Vanguard Target Retirement 2005 Fund
Vanguard Target Retirement 2015 Fund
Vanguard Target Retirement 2025 Fund
Vanguard Target Retirement 2035 Fund
Vanguard Target Retirement 2045 Fund
Vanguard CMT Funds
Vanguard Market Liquidity Fund
Vanguard Yorktown Liquidity Fund
Vanguard Fixed Income Securities Funds
Vanguard GNMA Fund
Vanguard High-Yield Corporate Fund
Vanguard Inflation Protected Securities Fund
Vanguard Long-Term Corporate Fund
Vanguard Index Funds
Vanguard 500 Index Fund
Vanguard Extended Market Index Fund
Vanguard Growth Index Fund
Vanguard Large-Cap Index Fund
Vanguard Mid-Cap 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 Value Index Fund
Vanguard Institutional Index Funds
Vanguard Institutional Total Bond Market Index Fund
Vanguard Specialized Funds
Vanguard Dividend Appreciation Index Fund
Vanguard Health Care Fund
Vanguard Precious Metals Fund
Vanguard REIT Index Fund
Vanguard STAR Funds
Vanguard Developed Markets Index Fund
Vanguard Institutional Developed Markets Index Fund
Vanguard LifeStrategy Conservative Growth Fund
Vanguard LifeStrategy Growth Fund
Vanguard LifeStrategy Income Fund
Vanguard LifeStrategy Moderate Growth Fund
Vanguard Tax-Managed Funds
Vanguard Tax-Managed Balanced Fund
Vanguard Tax-Managed Capital Appreciation Fund
Vanguard Tax-Managed Growth and Income Fund
Vanguard Tax-Managed Small-Cap Fund
Vanguard Variable Insurance Fund
Total Bond Market Index Portfolio
Vanguard Wellesley Income Fund
Vanguard Wellington Fund
Vanguard Whitehall Fund
Vanguard International Explorer Fund
Vanguard World Funds
Vanguard International Growth Fund
AGREED TO as of February 28, 2006 BY:
JPMorgan Chase Bank Each Fund listed on Exhibit 1
By: /s/Xxxx X'Xxxxxx By: /s/Xxxxxx X. Xxxxxxx
---------------- --------------------
Name: Xxxx X'Xxxxxx Name: Xxxxxx X. Xxxxxxx
Title: Vice President Title: Treasurer
