INSTRUMENT
THIS INSTRUMENT is entered into by the undersigned trustees
(the "Trustees") as of November 18, 2008.
WHEREAS, the undersigned Trustees constitute all of the
trustees holding office for each of the trusts identified on Attachment A hereto
(the "Trusts");
WHEREAS, the Agreement and Declaration of Trust and By-Laws
now in effect for each of the Trusts provide that each such Agreement and
Declaration of Trust and such By-Laws may be amended by the Trustees (subject to
certain limitations not here applicable);
NOW, THEREFORE, the undersigned Trustees hereby adopt for each
Trust the Amended and Restated Agreement and Declaration of Trust and By-Laws of
such Trust attached hereto as Attachment B.
IN WITNESS WHEREOF, the Trustees named below are signing this
Instrument on the date stated in the introductory clause.
/s/ Xxxx X. Xxxxxxx /s/ XxXxx Xxxxxxxxx Xxxxxx
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Xxxx X. Xxxxxxx XxXxx Xxxxxxxxx Xxxxxx
Trustee Trustee
/s/ Xxxxxxx X. Xxxxx /s/ Xxxxx Xxxxxx
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Xxxxxxx X. Xxxxx Xxxxx Xxxxxx
Trustee Trustee
/s/ Xxxxxxx X. Xxxxxxxx /s/ Xxxxxx X. Xxxxxx, Xx.
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Xxxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxx, Xx.
Trustee Trustee
/s/ Xxxxx X. Xxxxx /s/ J. Xxxxxxxx Xxxxxx
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Xxxxx X. Xxxxx J. Xxxxxxxx Xxxxxx
Trustee Trustee
/s/ Xxx Xxxxxxx
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Xxx Xxxxxxx
Trustee
AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST
OF
VANGUARD QUANTITATIVE FUNDS
WHEREAS, this AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of
Vanguard Quantitative Funds (the "Trust") is made and entered into as of the
date set forth below by the Trustees named hereunder for the purpose of
continuing the Trust as a Delaware statutory trust in accordance with the
provisions hereinafter set forth;
WHEREAS, the Trust was formed upon the filing of a certificate of trust in the
Office of the Secretary of State of the State of Delaware on January 28, 1998
pursuant to a declaration of trust dated January 23, 1998 (the "Original
Declaration of Trust");
WHEREAS, the Original Declaration of Trust was amended on July 19, 2002 (as so
amended, the "Amended Declaration of Trust"); and
WHEREAS, the Trustees consider it appropriate to amend and restate the Amended
Declaration of Trust in accordance with the terms of the Amended Declaration of
Trust and the Delaware Act.
NOW, THEREFORE, the Amended Declaration of Trust is hereby amended and restated
as follows and the Trustees do hereby declare that the Trustees will hold IN
TRUST all cash, securities and other assets that the Trust now possesses or may
hereafter acquire from time to time in any manner and manage and dispose of the
same upon the following terms and conditions.
ARTICLE I.
Name and Definitions
Section 1. Name. The name of the Trust is "VANGUARD QUANTITATIVE FUNDS" and the
Trustees shall conduct the business of the Trust under that name or any other
name as they may from time to time determine. If the Trustees determine to
change the name of the Trust, they may adopt such other name for the Trust as
they deem proper. Any name change shall become effective upon approval by the
Trustees of such change and the filing of a certificate of amendment under the
Delaware Act. Any such action shall have the status of an amendment to this
Declaration of Trust.
Section 2. Definitions. Whenever used herein, unless otherwise required by the
context or specifically provided:
(a) "Amended Declaration of Trust" shall have the meaning set forth in the
recitals to this Declaration of Trust;
(b) "By-Laws" shall mean the By-Laws of the Trust as amended from time to time;
(c) "Commission" shall have the respective meanings given it in Section 2(a)(7)
and Section (2)(a)(29) of the 1940 Act;
(d) "Declaration of Trust" shall mean this Amended and Restated Agreement and
Declaration of Trust, as amended or restated from time to time;
(e) "Delaware Act" refers to Delaware Statutory Trust Act, 12 Del. C. S.3801 et.
seq. (as amended and in effect from time to time);
(f) "Interested Person" shall have the meaning given it in Section 2(a)(19) of
the 1940 Act;
(g) "Investment Adviser" or "Adviser" means a party furnishing services to the
Trust pursuant to any contract described in Article IV, Section 6(a) hereof;
(h) "1940 Act" refers to the Investment Company Act of 1940 and the Rules and
Regulations thereunder, all as amended from time to time. References herein to
specific sections of the 1940 Act shall be deemed to include such Rules and
Regulations as are applicable to such sections as determined by the Trustees or
their designees;
(i) "Original Declaration of Trust" shall have the meaning set forth in the
recitals to this Declaration of Trust;
(j) "Principal Underwriter" shall have the respective meanings given it in
Section 2(a)(7) and Section (2)(a)(29) of the 1940 Act;
(k) "Prior Declaration of Trust" refers to the original Declaration of Trust and
the Amended Declaration of Trust, each as from time to time in effect prior to
the date hereof;
(l) "Person" means and includes individuals, corporations, partnerships, trusts,
foundations, plans, associations, joint ventures, estates and other entities,
whether or not legal entities, and governments and agencies and political
subdivisions thereof, whether domestic or foreign;
(m) "Series" refers to each Series of Shares referenced in, or established under
or in accordance with, the provisions of Article III.
(n) "Shareholder" means a record owner of outstanding Shares;
(o) "Shares" means the shares of beneficial interest into which the beneficial
interest in the Trust shall be divided from time to time and includes fractions
of Shares as well as whole Shares;
(p) "Trust" shall have the meaning set forth in the recitals to this Declaration
of Trust;
(q) "Trustees" or "Board of Trustees" refers to the persons who have signed this
Declaration of Trust and all other persons who were or may from time to time be
duly elected or appointed to serve on the Board of Trustees in accordance with
the provisions hereof or of the Prior Declaration of Trust, so long as they
continue in office in accordance with the terms hereof and reference herein to a
Trustee or the Trustees shall refer to such person or persons in their capacity
as trustees hereunder; and
(r) "Trust Property" means any and all property, real or personal, tangible or
intangible, which is owned or held by or for the account of the Trust.
ARTICLE II.
Purpose of Trust
The purpose of the Trust is to conduct, operate and carry on the business of a
management investment company registered under the 1940 Act through one or more
Series investing primarily in securities.
ARTICLE III.
Shares
Section 1. Division of Beneficial Interest. The beneficial interest in the Trust
shall at all times be divided into an unlimited number of Shares, with a par
value of $ .001 per Share unless the Trustees shall designate another par value
in connection with the issuance of Shares or with respect to outstanding Shares
as provided in Section 5 of this Article III. The Trustees may authorize the
division of Shares into separate Series and the division of Series into separate
classes of Shares. The different Series shall be established and designated, and
the variations in the relative rights and preferences as between the different
Series shall be fixed and determined, by the Trustees. If no Series shall be
established or if only one Series shall be established, the Shares shall have
the rights and preferences provided for herein and in Article III, Section 6
hereof to the extent relevant and not otherwise provided for herein.
Subject to the provisions of Section 6 of this Article III, each Share shall
have voting rights as provided in Article V hereof, and holders of the Shares of
any Series shall be entitled to receive dividends, when, if and as declared with
respect thereto in the manner provided in Article VI, Section 1 hereof. No Share
shall have any priority or preference over any other Share of the same Series
with respect to dividends or distributions of the Trust or otherwise. All
dividends and distributions shall be made ratably among all Shareholders of a
Series (or class) from the assets held with respect to such Series according to
the number of Shares of such Series (or class) held of record by such
Shareholders on the record date for any dividend or distribution. Shareholders
shall have no preemptive or other right to subscribe to any additional Shares or
other securities issued by the Trust or any Series. The Trustees may from time
to time divide or combine the Shares of a Series into a greater or lesser number
of Shares of such Series without thereby materially changing the proportionate
beneficial interest of such Shares in the assets held with respect to that
Series or materially affecting the rights of Shares of any other Series.
All references to Shares in this Declaration of Trust shall be deemed to be
Shares of the Trust and of any or all Series or classes thereof, as the context
may require. All provisions herein relating to the Trust shall apply equally to
each Series of the Trust and each class thereof, except as the context otherwise
requires.
All Shares issued hereunder, including Shares issued in connection with a
dividend in Shares or a split or reverse split of Shares, shall be fully paid
and non-assessable.
Section 2. Ownership of Shares. The ownership of Shares shall be recorded on the
books of the Trust or a transfer or similar agent for the Trust, which books
shall be maintained separately for the Shares of each Series (and class). No
certificates evidencing the ownership of Shares shall be issued except as the
Board of Trustees may otherwise determine from time to time. The Trustees may
make such rules as they consider appropriate for the transfer of Shares of each
Series (and class) and similar matters. The record books of the Trust as kept by
the Trust or any transfer or similar agent, as the case may be, shall be
conclusive as to the identity of the Shareholders of each Series (and class) and
as to the number of Shares of each Series (and class) held from time to time by
each Shareholder.
Section 3. Investments in the Trust. Investments may be accepted by the Trust
from such Persons, at such times, on such terms, and for such consideration as
the Trustees from time to time may authorize. Each investment shall be credited
to the Shareholder's account in the form of full and fractional Shares of the
Trust, in such Series (or class) as the purchaser shall select, at the net asset
value per Share next determined for such Series (or class) after receipt of the
investment; provided, however, that the Trustees may, in their sole discretion,
impose a sales charge or reimbursement fee upon investments in the Trust.
Section 4. Status of Shares and Limitation of Personal Liability. Shares shall
be deemed to be personal property giving only the rights provided in this
Declaration of Trust and the By-Laws of the Trust. Every Shareholder by virtue
of having become a Shareholder shall be held to have expressly assented and
agreed to the terms hereof. The death, incapacity, dissolution, termination or
bankruptcy of a Shareholder during the existence of the Trust shall not operate
to terminate the Trust, nor entitle the representative of any such Shareholder
to an accounting or to take any action in court or elsewhere against the Trust
or the Trustees, but shall entitle such representative only to the rights of
such Shareholder under this Declaration of Trust. Ownership of Shares shall not
entitle a Shareholder to any title in or to the whole or any part of the Trust
Property or right to call for a partition or division of the same or for an
accounting, nor shall the ownership of Shares constitute the Shareholders as
partners or joint venturers. Neither the Trust nor the Trustees, nor any
officer, employee nor agent of the Trust shall have any power to bind personally
any Shareholder, or to call upon any Shareholder for the payment of any sum of
money or assessment whatsoever other than such as the Shareholder may at any
time agree to pay.
Section 5. Power of Board of Trustees to Change Provisions Relating to Shares.
Notwithstanding any other provision of this Declaration of Trust to the
contrary, and without limiting the power of the Board of Trustees to amend the
Declaration of Trust as provided elsewhere herein, the Board of Trustees shall
have the power to amend this Declaration of Trust, at any time and from time to
time, in such manner as the Board of Trustees may determine in their sole
discretion, without the need for Shareholder action, so as to add to, delete,
replace or otherwise modify any provisions relating to the Shares contained in
this Declaration of Trust, provided that before adopting any such amendment
without Shareholder approval the Board of Trustees shall determine that it is
consistent with the fair and equitable treatment of all Shareholders and that
Shareholder approval is not required by the 1940 Act or other applicable federal
law. If Shares have been issued, Shareholder approval shall be required to adopt
any amendments to this Declaration of Trust which would adversely affect to a
material degree the rights and preferences of the Shares of any Series (or
class) or to increase or decrease the par value of the Shares of any Series (or
class).
Section 6. Establishment and Designation of Shares. The Series and classes of
Shares existing as of the date of this Declaration of Trust are those Series and
classes that have been established under the Prior Declaration of Trust and not
heretofore terminated which are indicated on Schedule A attached hereto and made
a part hereof ("Schedule A"). The establishment of any additional Series (or
class) of Shares shall be effective upon the adoption by the Trustees of a
resolution that sets forth the designation of, or otherwise identifies, such
Series (or class), whether directly in such resolution or by reference to, or
approval of, another document that sets forth the designation of, or otherwise
identifies, such Series (or class) including any registration statement of the
Trust or such Series (or class), any amendment and/or restatement of this
Declaration of Trust and/or Schedule A or as otherwise provided in such
resolution. Upon the establishment of any additional Series (or class) of Shares
or the termination of any existing Series (or class) of Shares, Schedule A shall
be amended to reflect the addition or termination of such Series (or class) and
any officer of the Trust is hereby authorized to make such amendment; provided
that amendment of Schedule A shall not be a condition precedent to the
establishment or termination of any Series (or class) in accordance with this
Declaration of Trust. The relative rights and preferences of the Shares of the
Trust and each Series and each class thereof shall be as set forth herein and as
set forth in any registration statement relating thereto, unless otherwise
provided in the resolution establishing such Series or class.
Shares of each Series (or class) established pursuant to this Section 6, unless
otherwise provided in the resolution establishing such Series (or class) or in
any registration statement relating thereto, shall have the following relative
rights and preferences:
(a) Assets Held with Respect to a Particular Series. All consideration received
by the Trust for the issue or sale of Shares of a Series, including dividends
and distributions paid by, and reinvested in, such Series, together with all
assets in which such consideration is invested or reinvested, all income,
earnings, profits, and proceeds thereof from whatever source derived, including
any proceeds derived from the sale, exchange or liquidation of such assets, and
any funds or payments derived from any reinvestment of such proceeds in whatever
form the same may be, shall irrevocably be held with respect to that Series for
all purposes, and shall be so recorded upon the books of account of the Trust.
Such consideration, assets, income, earnings, profits and proceeds thereof, from
whatever source derived, including any proceeds derived from the sale, exchange
or liquidation of such assets, and any funds or payments derived from any
reinvestment of such proceeds, in whatever form the same may be, are herein
referred to as "assets held with respect to" that Series. In the event that
there are any assets, income, earnings, profits and proceeds thereof, funds or
payments that are not readily identifiable as assets held with respect to the
Trust or any particular Series (collectively "General Assets"), the Trustees
shall allocate such General Assets to, between or among the Trust and/or any one
or more of the Series in such manner and on such basis as the Trustees, in their
sole discretion, deem fair and equitable, and any General Asset so allocated to
a particular Series shall be held with respect to that Series. Each such
allocation by the Trustees shall be conclusive and binding upon the Shareholders
of all Series for all purposes in absence of manifest error.
(b) Liabilities Held with Respect to a Particular Series. The assets of the
Trust held with respect to each Series shall be charged with the liabilities of
the Trust with respect to such Series and all expenses, costs, charges and
reserves attributable to such Series, and any general liabilities of the Trust
that are not readily identifiable as being held in respect of a Series shall be
allocated and charged by the Trustees to and among the Trust and/or any one or
more Series in such manner and on such basis as the Trustees in their sole
discretion deem fair and equitable. The liabilities, expenses, costs, charges,
and reserves so charged to a Series are herein referred to as "liabilities held
with respect to" that Series. Each allocation of liabilities, expenses, costs,
charges and reserves by the Trustees shall be conclusive and binding upon the
Shareholders of all Series for all purposes in absence of manifest error. All
liabilities held with respect to a particular Series shall be enforceable
against the assets held with respect to such Series only and not against the
assets of the Trust generally or against the assets held with respect to any
other Series and, except as otherwise provided in this Declaration of Trust,
none of the debts, liabilities, obligations and expenses incurred, contracted
for or otherwise existing with respect to the Trust generally or any other
Series thereof shall be enforceable against the assets of such Series. As and to
the extent provided in Section 3804(a) of the Delaware Act, separate and
distinct records shall be maintained for each Series and the assets held with
respect to each Series shall be held in such separate and distinct records
(directly or indirectly, including through a nominee or otherwise) and accounted
for in such separate and distinct records separately from the assets held with
respect to all other Series and the General Assets of the Trust not allocated to
such Series. Notice of this limitation on inter-Series liabilities shall be set
forth in the certificate of trust of the Trust (whether originally or by
amendment).
(c) Dividends, Distributions, Redemptions, and Repurchases. No dividend or
distribution including any distribution paid in connection with termination of
the Trust or of any Series (or class) with respect to, or any redemption or
repurchase of, the Shares of any Series (or class) shall be effected by the
Trust other than from the assets held with respect to such Series, nor shall any
Shareholder of any Series otherwise have any right or claim against the assets
held with respect to any other Series except to the extent that such Shareholder
has such a right or claim hereunder as a Shareholder of such other Series. The
Trustees shall have full discretion to determine which items shall be treated as
income and which items as capital; and each such determination and allocation
shall be conclusive and binding upon the Shareholders in absence of manifest
error.
(d) Voting. All Shares entitled to vote on a matter shall vote without
differentiation between the separate Series on a one-vote-per-each dollar (and a
fractional vote for each fractional dollar) of the net asset value of each Share
(including fractional shares) basis; provided however, if a matter to be voted
on affects only the interests of one or more but not all Series (or one or more
but not all of a class of a Series), then only the Shareholders of such affected
Series (or class) shall be entitled to vote on the matter.
(e) Equality. All the Shares of each Series shall represent an equal
proportionate undivided interest in the assets held with respect to such Series
(subject to the liabilities of such Series and such rights and preferences as
may have been established and designated with respect to classes of Shares
within such Series), and each Share of a Series shall be equal to each other
Share of such Series.
(f) Fractions. Any fractional Share of a Series shall have proportionately all
the rights and obligations of a whole share of such Series, including rights
with respect to voting, receipt of dividends and distributions and redemption of
Shares.
(g) Exchange Privilege. The Trustees shall have the authority to provide that
the Shareholders of any Series shall have the right to exchange such Shares for
Shares of one or more other Series in accordance with such requirements and
procedures as may be established by the Trustees.
(h) Combination of Series. The Trustees shall have the authority, without the
approval of the Shareholders of any Series unless otherwise required by
applicable federal law, to combine the assets and liabilities held with respect
to any two or more Series into assets and liabilities held with respect to a
single Series.
(i) Elimination of Series. At any time that there are no Shares outstanding of a
Series (or class), the Trustees may abolish such Series (or class).
ARTICLE IV.
The Board of Trustees
Section 1. Number, Election and Tenure. The number of Trustees constituting the
Board of Trustees shall be fixed from time to time by a written instrument
signed, or by resolution approved at a duly constituted meeting, by a majority
of the Board of Trustees, provided, however, that the number of Trustees shall
at all times be at least one (1). Subject to the requirements of Section 16(a)
of the 1940 Act, the Board of Trustees, by action of a majority of the then
Trustees at a duly constituted meeting, may fill vacancies in the Board of
Trustees and remove Trustees with or without cause. Each Trustee shall serve
during the continued lifetime of the Trust until he or she dies, resigns, is
declared bankrupt or incompetent by a court of competent jurisdiction, or is
removed. Any Trustee may resign at any time by written instrument signed by him
and delivered to any officer of the Trust or to a meeting of the Trustees. Such
resignation shall be effective upon receipt unless specified to be effective at
some other time. Except to the extent expressly provided in a written agreement
with the Trust, no Trustee resigning and no Trustee removed shall have any right
to any compensation for any period following his or her resignation or removal,
or any right to damages or other payment on account of such removal. Any Trustee
may be removed at any meeting of Shareholders by a vote of two-thirds of the
total combined net asset value of all Shares of the Trust issued and
outstanding. A meeting of Shareholders for the purpose of electing or removing
one or more Trustees may be called (i) by the Trustees upon their own vote, or
(ii) upon the demand of Shareholders owning 10% or more of the Shares entitled
to vote.
Section 2. Effect of Death, Resignation, etc. of a Trustee. The death,
declination, resignation, retirement, removal, or incapacity of one or more
Trustees, or all of them, shall not operate to annul the Trust or to revoke any
existing agency created pursuant to the terms of this Declaration of Trust.
Whenever a vacancy in the Board of Trustees shall occur, until such vacancy is
filled as provided in Article IV, Section 1, the Trustees in office, regardless
of their number, shall have all the powers granted to the Trustees and shall
discharge all the duties imposed upon the Trustees by this Declaration of Trust.
Section 3. Powers. Subject to the provisions of this Declaration of Trust, the
business of the Trust shall be managed by the Board of Trustees, and such Board
of Trustees shall have all powers necessary or convenient to carry out that
responsibility including the power to engage in transactions of all kinds on
behalf of the Trust. Trustees, in all instances, shall act as principals and are
and shall be free from the control of the Shareholders. The Trustees shall have
full power and authority to do any and all acts and to make and execute any and
all contracts, documents and instruments that they may consider desirable,
necessary or appropriate in connection with the administration of the Trust.
Without limiting the foregoing, the Trustees may: adopt, amend and repeal
By-Laws not inconsistent with this Declaration of Trust providing for the
regulation and management of the affairs of the Trust; elect and remove such
officers and appoint and terminate such agents as they consider appropriate;
appoint from their own number and establish and terminate one or more committees
consisting of one or more Trustees who may exercise the powers and authority of
the Board of Trustees to the extent that the Trustees determine; employ one or
more custodians of the assets of the Trust and may authorize such custodians to
employ subcustodians and to deposit all or any part of such assets in a system
or systems for the central handling of securities or with a Federal Reserve
Bank, retain a transfer agent or a shareholder servicing agent, or both; provide
for the issuance and distribution of Shares by the Trust directly or through one
or more Principal Underwriters or otherwise; redeem, repurchase and transfer
Shares pursuant to applicable federal law; set record dates for the
determination of Shareholders with respect to various matters; declare and pay
dividends and distributions to Shareholders of each Series from the assets of
such Series; establish from time to time, in accordance with the provisions of
Article III, Section 6 hereof, any Series of Shares, each such Series to operate
as a separate and distinct investment medium and with separately defined
investment objectives and policies and distinct investment purpose; and in
general delegate such authority as they consider desirable to any officer of the
Trust, to any committee of the Trustees and to any agent or employee of the
Trust or to any such custodian, transfer or shareholder servicing agent,
Investment Adviser or Principal Underwriter. Any determination as to what is in
the interests of the Trust made by the Trustees in good faith shall be
conclusive. In construing the provisions of this Declaration of Trust, the
presumption shall be in favor of a grant of power to the Trustees.
Without limiting the foregoing, the Trust shall have power and authority:
(a) To invest and reinvest cash and cash items, to hold cash uninvested, and to
subscribe for, invest in, reinvest in, purchase or otherwise acquire, own, hold,
pledge, sell, assign, transfer, exchange, distribute, write options on, lend or
otherwise deal in or dispose of contracts for the future acquisition or delivery
of all types of securities, futures contracts and options thereon, and forward
currency contracts of every nature and kind, including all types of bonds,
debentures, stocks, preferred stocks, negotiable or non-negotiable instruments,
obligations, evidences of indebtedness, certificates of deposit or indebtedness,
commercial paper, repurchase agreements, bankers' acceptances, and other
securities of any kind, issued, created, guaranteed, or sponsored by any and all
Persons, including states, territories, and possessions of the United States and
the District of Columbia and any political subdivision, agency, or
instrumentality thereof, any foreign government or any political subdivision of
the U.S. Government or any foreign government, or any international
instrumentality or organization, or by any bank or savings institution, or by
any corporation or organization organized under the laws of the United States or
of any state, territory, or possession thereof, or by any corporation or
organization organized under any foreign law, or in "when issued" contracts for
any such securities, futures contracts and options thereon, and forward currency
contracts, to change the investments of the assets of the Trust; and to exercise
any and all rights, powers, and privileges of ownership or interest in respect
of any and all such investments of every kind and description, including the
right to consent and otherwise act with respect thereto, with power to designate
one or more Persons, to exercise any of said rights, powers, and privileges in
respect of any of said instruments;
(b) To sell, exchange, lend, pledge, mortgage, hypothecate, lease, or write
options with respect to or otherwise deal in any property rights relating to any
or all of the assets of the Trust or any Series;
(c) To vote or give assent, or exercise any rights of ownership, with respect to
stock or other securities or property; and to execute and deliver proxies or
powers of attorney to such person or persons as the Trustees shall deem proper,
granting to such person or persons such power and discretion with relation to
securities or property as the Trustees shall deem proper;
(d) To exercise powers and right of subscription or otherwise which in any
manner arise out of ownership of securities;
(e) To hold any security or property in a form not indicating that it is trust
property, whether in bearer, unregistered or other negotiable form, or in its
own name or in the name of a custodian or subcustodian or a nominee or nominees
or otherwise or to authorize the custodian or a subcustodian or a nominee or
nominees to deposit the same in a securities depository, subject in each case to
the applicable provisions of the 1940 Act;
(f) To consent to, or participate in, any plan for the reorganization,
consolidation or merger of any corporation or issuer of any security which is
held in the Trust; to consent to any contract, lease, mortgage, purchase or sale
of property by such corporation or issuer; and to pay calls or subscriptions
with respect to any security held in the Trust;
(g) To join with other security holders in acting through a committee,
depository, voting trustee or otherwise, and in that connection to deposit any
security with, or transfer any security to, any such committee, depository or
trustee, and to delegate to them such power and authority with relation to any
security (whether or not so deposited or transferred) as the Trustees shall deem
proper, and to agree to pay, and to pay, such portion of the expenses and
compensation of such committee, depository or trustee as the Trustees shall deem
proper;
(h) To litigate, compromise, arbitrate, settle or otherwise adjust claims in
favor of or against the Trust or a Series, or any matter in controversy,
including but not limited to claims for taxes;
(i) To enter into joint ventures, general or limited partnerships and any other
combinations or associations;
(j) To borrow funds or other property in the name of the Trust or Series
exclusively for Trust (or such Series) purposes;
(k) To endorse or guarantee the payment of any notes or other obligations of any
Person; to make contracts of guaranty or suretyship, or otherwise assume
liability for payment thereof;
(l) To purchase and pay for entirely out of Trust Property such insurance as the
Trustees may deem necessary, desirable or appropriate for the conduct of the
business, including insurance policies insuring the assets of the Trust or
payment of distributions and principal on its portfolio investments, and
insurance policies insuring the Shareholders, Trustees, officers, employees,
agents, Investment Adviser, principal underwriters, or independent contractors
of the Trust, individually against all claims and liabilities of every nature
arising by reason of holding Shares, holding, being or having held any such
office or position, or by reason of any action alleged to have been taken or
omitted by any such Person as Trustee, officer, employee, agent, Investment
Adviser, Principal Underwriter, or independent contractor, including any action
taken or omitted that may be determined to constitute negligence, whether or not
the Trust would have the power to indemnify such Person against liability;
(m) To adopt, establish and carry out pension, profit-sharing, share bonus,
share purchase, savings, thrift and other retirement, incentive and benefit
plans, trusts and provisions, including the purchasing of life insurance and
annuity contracts as a means of providing such retirement and other benefits,
for any or all of the Trustees, officers, employees and agents of the Trust; and
(n) Subject to the 1940 Act, to engage in any other lawful act or activity in
which a statutory trust organized under the Delaware Act may engage.
The Trust shall not be limited to investing in obligations maturing before the
possible termination of the Trust or one or more of its Series. The Trust shall
not in any way be bound or limited by any present or future law or custom in
regard to investment by fiduciaries. The Trust shall not be required to obtain
any court order to deal with any assets of the Trust or take any other action
hereunder.
Section 4. Payment of Expenses by the Trust. Subject to the provisions of
Article III, Section 6(b), the Trustees are authorized to pay or cause to be
paid out of the principal or income of the Trust or Series, or partly out of the
principal and partly out of income, and to charge or allocate the same to,
between or among such one or more of the Series that may be established or
designated pursuant to Article III, Section 6, all expenses, fees, charges,
taxes and liabilities incurred or arising in connection with the Trust or
Series, or in connection with the management thereof, including, but not limited
to, the Trustees' compensation and such expenses and charges for the services of
the Trust's officers, employees, Investment Adviser, Principal Underwriter,
auditors, counsel, custodian, transfer agent, Shareholder servicing agent, and
such other agents or independent contractors and such other expenses and charges
as the Trustees may deem necessary or proper to incur.
Section 5. Ownership of Assets of the Trust. Title to all of the assets of the
Trust shall at all times be considered as vested in the Trust, except that the
Trustees shall have power to cause legal title to any Trust Property to be held
by or in the name of one or more of the Trustees, or in the name of the Trust,
or in the name of any other Person as nominee, on such terms as the Trustees may
determine. Upon the resignation, incompetency, bankruptcy, removal, or death of
a Trustee he or she shall automatically cease to have any such title in any of
the Trust Property, and the title of such Trustee in the Trust Property shall
vest automatically in the remaining Trustees. Such vesting and cessation of
title shall be effective whether or not conveyancing documents have been
executed and delivered. The Trustees may determine that the Trust or the
Trustees, acting for and on behalf of the Trust, shall be deemed to hold
beneficial ownership of any income earned on the securities owned by the Trust,
whether domestic or foreign.
Section 6. Service Contracts.
(a) The Trustees may, at any time and from time to time, contract for exclusive
or nonexclusive advisory, management and/or administrative services for the
Trust or for any Series with any Person; and any such contract may contain such
other terms as the Trustees may determine, including authority for the
Investment Adviser to determine from time to time without prior consultation
with the Trustees what investments shall be purchased, held, sold or exchanged
and what portion, if any, of the assets of the Trust shall be held uninvested
and to make changes in the Trust's investments, and such other responsibilities
as may specifically be delegated to such Person.
(b) The Trustees may also, at any time and from time to time, contract with any
Persons, appointing such Persons exclusive or nonexclusive distributor or
Principal Underwriter for the Shares of one or more of the Series or other
securities to be issued by the Trust. Every such contract may contain such other
terms as the Trustees may determine.
(c) The Trustees are also empowered, at any time and from time to time, to
contract with any Persons, appointing such Person(s) to serve as custodian(s),
transfer agent and/or shareholder servicing agent for the Trust or one or more
of its Series. Every such contract shall comply with such terms as may be
required by the Trustees.
(d) The Trustees are further empowered, at any time and from time to time, to
contract with any Persons to provide such other services to the Trust or one or
more of the Series, as the Trustees determine to be in the best interests of the
Trust and the applicable Series.
(e) The fact that:
(i) any of the Shareholders, Trustees, or officers of the Trust is a
shareholder, director, officer, partner, trustee, employee, Investment Adviser,
Principal Underwriter, distributor, or affiliate or agent of or for any Person
with which an advisory, management or administration contract, or Principal
Underwriter's or distributor's contract, or transfer, shareholder servicing or
other type of service contract may be made, or that
(ii) any Person with which an advisory, management or administration contract or
Principal Underwriter's or distributor's contract, or transfer, shareholder
servicing or other type of service contract may be made also has an advisory,
management or administration contract, or principal underwriter's or
distributor's contract, or transfer, shareholder servicing or other service
contract, or has other business or interests with any other Person,
shall not affect the validity of any such contract or disqualify any
Shareholder, Trustee or officer of the Trust from voting upon or executing the
same, or create any liability or accountability to the Trust or its
Shareholders, provided approval of each such contract is made pursuant to the
applicable requirements of the 1940 Act.
ARTICLE V.
Shareholders' Voting Powers and Meetings
Subject to the provisions of Article III, Sections 5 and 6(d), the Shareholders
shall have right to vote only (i) for the election or removal of Trustees as
provided in Article IV, Section 1, and (ii) with respect to such additional
matters relating to the Trust as may be required by the applicable provisions of
the 1940 Act, including Section 16(a) thereof, and (iii) on such other matters
as the Trustees may consider necessary or desirable. Provisions relating to
meetings, quorum, required vote, record date and other matters relating to
Shareholder voting rights are as provided in the By-Laws.
ARTICLE VI.
Net Asset Value, Distributions, and Redemptions
Section 1. Determination of Net Asset Value, Net Income, and Distributions.
Subject to Article III, Section 6 hereof, the Trustees, in their absolute
discretion, may prescribe and shall set forth in the By-Laws or in a duly
adopted resolution of the Trustees such bases and time for determining the per
Share net asset value of the Shares of the Trust or any Series (or class) and
the declaration and payment of dividends and distributions on the Shares of the
Trust or any Series (or class), as they may deem necessary or desirable.
Section 2. Redemptions and Repurchases. The Trust shall purchase such Shares as
are offered by any Shareholder for redemption, upon receipt by the Trust or a
Person designated by the Trust that the Trust redeem such Shares or in
accordance with such procedures for redemption as the Trustees may from time to
time authorize; and the Trust will pay therefor the net asset value thereof, in
accordance with the By-Laws and the applicable provisions of the 1940 Act.
Payment for said Shares shall be made by the Trust to the Shareholder within
seven days after the date on which the request for redemption is received in
proper form. The obligation set forth in this Section 2 is subject to the
provision that in the event that any time the New York Stock Exchange (the
"Exchange") is closed for other than weekends or holidays, or if permitted by
the Rules of the Commission during periods when trading on the Exchange is
restricted or during any emergency which makes it impracticable for the Trust to
dispose of the investments of the applicable Series or to determine fairly the
value of the net assets held with respect to such Series or during any other
period permitted by order of the Commission for the protection of investors,
such obligations may be suspended or postponed by the Trustees.
The redemption price may in any case or cases be paid in cash or wholly or
partly in kind in accordance with Rule 18f-1 under the 1940 Act if the Trustees
determine that such payment is advisable in the interest of the remaining
Shareholders of the Series of which the Shares are being redeemed. Subject to
the foregoing, the selection and quantity of securities or other property so
paid or delivered as all or part of the redemption price shall be determined by
or under authority of the Trustees. In no case shall the Trust be liable for any
delay of any corporation or other Person in transferring securities selected for
delivery as all or part of any payment in kind.
Section 3. Redemptions at the Option of the Trust. The Trust shall have the
right, at its option, upon 30 days notice to the affected Shareholder at any
time to redeem Shares of any Shareholder at the net asset value thereof as
described in Section 1 of this Article VI: (i) if at such time such Shareholder
owns Shares of any Series having an aggregate net asset value of less than a
minimum value determined from time to time by the Trustees; or (ii) to the
extent that such Shareholder owns Shares of a Series equal to or in excess of a
maximum percentage of the outstanding Shares of such Series determined from time
to time by the Trustees; or (iii) to the extent that such Shareholder owns
Shares equal to or in excess of a maximum percentage, determined from time to
time by the Trustees, of the outstanding Shares of the Trust.
Section 4. Transfer of Shares. The Trust shall transfer shares held of record by
any Person to any other Person upon receipt by the Trust or a Person designated
by the Trust of a written request therefore in such form and pursuant to such
procedures as may be approved by the Trustees.
ARTICLE VII.
Compensation and Limitation of Liability
Section 1. Compensation of Trustees. Any Trustee, whether or not he is a
salaried officer or employee of the Trust, may be compensated for his services
as Trustee or as a member of a committee of Trustees, or as chairman of a
committee by fixed periodic payments or by fees for attendance at meetings, by
both or otherwise, and in addition may be reimbursed for transportation and
other expenses, all in such manner and amounts as the Board of Trustees may from
time to time determine. Nothing herein shall in any way prevent the employment
of any Trustee to provide advisory, management, legal, accounting, investment
banking or other services to the Trust and to be specially compensated for such
services by the Trust.
Section 2. Limitation of Liability and Indemnification. A Trustee, when acting
in such capacity, shall not be personally liable to any Person, other than the
Trust or a Shareholder to the extent provided in this Article VII, for any act,
omission or obligation of the Trust, of such Trustee or of any other Trustee.
The Trustees shall not be responsible or liable in any event for any neglect or
wrong-doing of any officer, agent, employee, Investment Adviser or Principal
Underwriter of the Trust, nor shall any Trustee be responsible for the act or
omission of any other Trustee, and, subject to the provisions of the By-Laws,
the Trust out of its assets may indemnify and hold harmless each and every
Trustee and officer of the Trust from and against any and all claims, demands,
costs, losses, expenses, and damages whatsoever arising out of or related to
such Trustee's or officer's performance of his or her duties as a Trustee or
officer of the Trust.
Every note, bond, contract, instrument, certificate or undertaking and every
other act or thing whatsoever issued, executed or done by or on behalf of the
Trust or the Trustees or any of them in connection with the Trust shall be
conclusively deemed to have been issued, executed or done only in or with
respect to their or his or her capacity as Trustees or Trustee, and such
Trustees or Trustee shall not be personally liable thereon.
Section 3. Trustee's Good Faith Action, Expert Advice, No Bond or Surety. The
exercise by the Trustees of their powers hereunder shall be binding upon
everyone interested in or dealing with the Trust. A Trustee shall be liable to
the Trust and to any Shareholder solely for his or her own willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of the office of Trustee, and shall not be liable for errors of judgment
or mistakes of fact or law. The Trustees may take advice of counsel or other
experts with respect to the meaning and operation of this Declaration of Trust,
and shall be under no liability for any act or omission in accordance with such
advice nor for failing to follow such advice. The Trustees shall not be required
to give any bond as such, nor any surety if a bond is required.
Section 4. Insurance. The Trustees shall be entitled and empowered to the
fullest extent permitted by law to purchase with Trust assets insurance for
liability and for all expenses reasonably incurred or paid or expected to be
paid by a Trustee or officer in connection with any claim, action, suit or
proceeding in which he or she becomes involved by virtue of his or her capacity
or former capacity with the Trust, whether or not the Trust would have the power
to indemnify him or her against such liability under the provisions of this
Article.
ARTICLE VIII.
Miscellaneous
Section 1. Liability of Third Persons Dealing with Trustees. No Person dealing
with the Trustees shall be bound to make any inquiry concerning the validity of
any transaction made or to be made by the Trustees or to see to the application
of any payments made or property transferred to the Trust or upon its order.
Section 2. Termination of the Trust or Any Series. Unless terminated as provided
herein, the Trust shall continue without limitation of time. The Trust may be
dissolved at any time by the Trustees upon 60 days prior written notice to the
Shareholders. Any Series of Shares may be dissolved at any time by the Trustees
upon 60 days prior written notice to the Shareholders of such Series. Any action
to dissolve the Trust shall be deemed to also be an action to dissolve each
Series and each class thereof.
In accordance with Section 3808 of the Delaware Act, upon dissolution of the
Trust or any Series, as the case may be, after paying or otherwise providing for
all charges, taxes, expenses and liabilities held, severally, with respect to
each Series or the applicable Series, as the case may be, whether due or accrued
or anticipated as may be determined by the Trustees, the Trust shall, in
accordance with such procedures as the Trustees consider appropriate, reduce the
remaining assets held, severally, with respect to each Series or the applicable
Series, as the case may be, to distributable form in cash or shares or other
securities, and any combination thereof, and distribute the proceeds held with
respect to each Series or the applicable Series, as the case may be, to the
Shareholders of that Series, as a Series, ratably according to the number of
Shares of that Series held by the several Shareholders on the date of
termination.
Section 3. Reorganization and Master/Feeder.
(a) Notwithstanding anything else herein, the Trustees may, without Shareholder
approval unless such approval is required by the 1940 Act, (i) cause the Trust
to convert or merge, reorganize or consolidate with or into one or more trusts,
partnerships, limited liability companies, associations, corporations or other
business entities (or a series of any of the foregoing to the extent permitted
by law) (including trusts, partnerships, limited liability companies,
associations, corporations or other business entities created by the Trustees to
accomplish such conversion, merger, reorganization or consolidation) so long as
the surviving or resulting entity is an open-end management investment company
under the 1940 Act, or is a series thereof, to the extent permitted by law, and
that, in the case of any trust, partnership, limited liability company,
association, corporation or other business entity created by the Trustees to
accomplish such conversion, merger, reorganization or consolidation, may succeed
to or assume the Trust's registration under the 1940 Act and that, in any case,
is formed, organized or existing under the laws of the United States or of a
state, commonwealth, possession or colony of the United States, (ii) cause the
Shares to be exchanged under or pursuant to any state or federal statute to the
extent permitted by law, (iii) cause the Trust to incorporate under the laws of
a state, commonwealth, possession or colony of the United States (iv) sell or
convey all or substantially all of the assets of the Trust or any Series or
Class to another Series or Class of the Trust or to another trust, partnership,
limited liability company, association, corporation or other business entity (or
a series of any of the foregoing to the extent permitted by law) (including a
trust, partnership, limited liability company, association, corporation or other
business entity created by the Trustees to accomplish such sale and conveyance),
organized under the laws of the United States or of any state, commonwealth,
possession or colony of the United States so long as such trust, partnership,
limited liability company, association, corporation or other business entity is
an open-end management investment company under the 1940 Act and, in the case of
any trust, partnership, limited liability company, association, corporation or
other business entity created by the Trustees to accomplish such sale and
conveyance, may succeed to or assume the Trust's registration under the 1940
Act, for adequate consideration as determined by the Trustees which may include
the assumption of all outstanding obligations, taxes and other liabilities,
accrued or contingent of the Trust or any affected Series or Class, and which
may include Shares of such other Series or Class of the Trust or shares of
beneficial interest, stock or other ownership interest of such trust,
partnership, limited liability company, association, corporation or other
business entity (or series thereof) or (v) at any time sell or convert into
money all or any part of the assets of the Trust or any Series or Class thereof.
Any agreement of merger, reorganization, consolidation or conversion or exchange
or certificate of merger, certificate of conversion or other applicable
certificate may be signed by a majority of the Trustees and facsimile signatures
conveyed by electronic or telecommunication means shall be valid.
(b) Pursuant to and in accordance with the provisions of Section 3815(f) of the
Delaware Act, and notwithstanding anything to the contrary contained in this
Declaration of Trust, an agreement of merger or consolidation approved by the
Trustees in accordance with this Section 3 may effect any amendment to this
Declaration of Trust or effect the adoption of a new governing instrument of the
Trust if the Trust is the surviving or resulting entity in the merger or
consolidation.
(c) Notwithstanding anything else herein, the Trustees may, without Shareholder
approval unless such approval is required by the 1940 Act, invest all or a
portion of the Trust Property of any Series, or dispose of all or a portion of
the Trust Property of any Series, and invest the proceeds of such disposition in
interests issued by one or more other investment companies registered under the
1940 Act. Any such other investment company may (but need not) be a trust
(formed under the laws of the State of Delaware or any other state or
jurisdiction) (or subtrust thereof) which is classified as a partnership for
federal income tax purposes. Notwithstanding anything else herein, the Trustees
may, without Shareholder approval unless such approval is required by the 1940
Act, cause a Series that is organized in the master/feeder fund structure to
withdraw or redeem its Trust Property from the master fund and cause such Series
to invest its Trust Property directly in securities and other financial
instruments or in another master fund.
Section 4. Amendments. Subject to the provisions of Section 5 of Article III
relating to the requirement of Shareholder approval for certain amendments to
this Declaration of Trust or requirements for certain determinations by the
Board of Trustees for certain amendments hereto without Shareholder approval and
any requirements under the 1940 Act requiring Shareholder approval of an
amendment to this Declaration of Trust, the Trustees may, without any
Shareholder vote or approval, amend this Declaration of Trust by making an
amendment to this Declaration of Trust (including Schedule A), an agreement
supplemental hereto, or an amended and restated trust instrument. Unless
otherwise provided by the Trustees, any such amendment will be effective (i)
upon the adoption by a majority of the Trustees then holding office of a
resolution specifying the amendment, supplemental agreement or amendment and
restatement or (ii) upon the execution in writing of an instrument signed by a
majority of the Trustees then holding office specifying the amendment,
supplemental agreement or amended and restated trust instrument. A certification
signed by an officer of the Trust setting forth an amendment to this Declaration
of Trust and reciting that it was duly adopted by the Trustees as aforesaid, or
a copy of the instrument referenced above executed by the Trustees as aforesaid,
shall be conclusive evidence of such amendment when lodged among the records of
the Trust. The certificate of trust of the Trust may be restated and/or amended
by any Trustee as necessary or desirable to reflect any change in the
information set forth therein, and any such restatement and/or amendment shall
be effective immediately upon filing with the Office of the Secretary of State
of the State of Delaware or upon such future date as may be stated therein.
Section 5. Filing of Copies, References, Headings. The original or a copy of
this Declaration of Trust shall be kept at the office of the Trust where it may
be inspected by any Shareholder. Anyone dealing with the Trust may rely on a
certificate by an officer of the Trust as to any matters in connection with the
Trust hereunder; and, with the same effect as if it were the original, may rely
on a copy certified by an officer of the Trust to be a copy of this Declaration
of Trust. In this Declaration of Trust, references to this Declaration of Trust,
and all expressions like "herein," "hereof" and "hereunder," shall be deemed to
refer to this Declaration of Trust. Headings are placed herein for convenience
of reference only and shall not be taken as a part hereof or control or affect
the meaning, construction or effect of this Declaration of Trust. Whenever the
singular number is used herein, the same shall include the plural; and the
neuter, masculine and feminine genders shall include each other, as applicable.
This Declaration of Trust may be executed in any number of counterparts each of
which shall be deemed an original but all of which together will constitute one
and the same instrument. To the extent permitted by the 1940 Act, (i) any
document, consent, instrument or notice referenced in or contemplated by this
Declaration of Trust or the By-Laws that is to be executed by one or more
Trustees may be executed by means of original, facsimile or electronic signature
and (ii) any document, consent, instrument or notice referenced in or
contemplated by this Declaration of Trust or the By-Laws that is to be delivered
by one or more Trustees may be delivered by facsimile or electronic means
(including e-mail), unless, in the case of either clause (i) or (ii), otherwise
expressly provided herein or in the By-Laws or determined by the Trustees. The
terms "include," "includes" and "including" and any comparable terms shall be
deemed to mean "including, without limitation."
Section 6. Applicable Law. This Agreement and Declaration of Trust is created
under and is to be governed by and construed and administered according to the
laws of the State of Delaware and the Delaware Act. The Trust shall be a
Delaware statutory trust pursuant to the Delaware Act, and without limiting the
provisions hereof, the Trust may exercise all powers which are ordinarily
exercised by such a statutory trust.
Section 7. Provisions in Conflict with Law or Regulations.
(a) The provisions of the Declaration of Trust are severable, and if the
Trustees shall determine, with the advice of counsel, that any of such
provisions is in conflict with the 1940 Act, the regulated investment company
provisions of the Internal Revenue Code or with other applicable federal laws
and regulations, the conflicting provision shall be deemed never to have
constituted a part of the Declaration of Trust; provided, however, that such
determination shall not affect any of the remaining provisions of the
Declaration of Trust or render invalid or improper any action taken or omitted
prior to such determination.
(b) If any provision of the Declaration of Trust shall be held invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall
attach only to such provision in such jurisdiction and shall not in any manner
affect such provision in any other jurisdiction or any other provision of the
Declaration of Trust in any jurisdiction.
Section 8. Statutory Trust Only. It is the intention of the Trustees to create a
statutory trust pursuant to the Delaware Act, and thereby to create only the
relationship of trustee and beneficial owners within the meaning of such Act
between the Trustees and each Shareholder. It is not the intention of the
Trustees to create a general partnership, limited partnership, joint stock
association, corporation, bailment, joint venture, or any form of legal
relationship other than a statutory trust pursuant to the Delaware Act. Nothing
in this Declaration of Trust shall be construed to make the Shareholders, either
by themselves or with the Trustees, partners or members of a joint stock
association.
Section 9. Use of the Name "The Vanguard Group, Inc.". The name "The Vanguard
Group, Inc." and any variants thereof and all rights to the use of the name "The
Vanguard Group, Inc." or any variants thereof shall be the sole and exclusive
property of The Vanguard Group, Inc. ("VGI"). VGI has permitted the use by the
Trust of the identifying word "Vanguard" and the use of the name "Vanguard" as
part of the name of the Trust and the name of any Series of Shares. Upon the
Trust's withdrawal from the Amended and Restated Funds' Service Agreement among
the Trust, the other investment companies within the Vanguard Group of
Investment Companies and VGI, and upon the written request of VGI, the Trust and
any Series of Shares thereof shall cease to use or in any way to refer to itself
as related to "The Vanguard Group, Inc." or any variant thereof.
Section 10. Derivative Actions. In addition to the requirements set forth in
Section 3816 of the Delaware Act, a Shareholder may bring a derivative action on
behalf of the Trust only if the following conditions are met:
(a) The Shareholder or Shareholders must make a pre-suit demand upon the
Trustees to bring the subject action unless an effort to cause the Trustees to
bring such an action is not likely to succeed. For purposes of this Section
10(a), a demand on the Trustees shall only be deemed not likely to succeed and
therefore excused if a majority of the Board of Trustees, or a majority of any
committee established to consider the merits of such action, is composed of
Trustees who are not "independent trustees" (as that term is defined in the
Delaware Act).
(b) Unless a demand is not required under paragraph (a) of this Section 10,
Shareholders eligible to bring such derivative action under the Delaware Act who
collectively hold at least 10% of the outstanding Shares of the Trust, or who
collectively hold at least 10% of the outstanding Shares of the Series or class
to which such action relates, shall join in the request for the Trustees to
commence such action; and
(c) Unless a demand is not required under paragraph (a) of this Section 10, the
Trustees must be afforded a reasonable amount of time to consider such
Shareholder request and to investigate the basis of such claim. The Trustees
shall be entitled to retain counsel or other advisors in considering the merits
of the request and shall require an undertaking by the Shareholders making such
request to reimburse the Trust for the expense of any such advisors in the event
that the Trustees determine not to bring such action.
SCHEDULE A
VANGUARD QUANTITATIVE FUNDS
SERIES AND CLASSES OF THE TRUST
SERIES CLASSES
Vanguard Growth and Income Fund Investor, Admiral
Vanguard Structured Broad Market Fund Institutional, Institutional Plus
Vanguard Structured Large-Cap Equity Fund Institutional, Institutional Plus
Vanguard Structured Large-Cap Growth Fund Institutional, Institutional Plus
Vanguard Large-Cap Value Fund Institutional, Institutional Plus
ii
TABLE OF CONTENTS
Page
ARTICLE I. Name and Definitions.................................................................................. 1
Section 1. Name..................................................................................... 1
Section 2. Definitions.............................................................................. 1
(a) Amended Declaration of Trust.................................................................... 2
(b) By-Laws......................................................................................... 2
(c) Commission...................................................................................... 2
(d) Declaration of Trust............................................................................ 2
(e) Delaware Act.................................................................................... 2
(f) Interested Person............................................................................... 2
(g) Investment Adviser or Adviser................................................................... 2
(h) 1940 Act........................................................................................ 2
(i) Original Declaration of Trust................................................................... 2
(j) Principal Underwriter........................................................................... 2
(k) Prior Declaration of Trust...................................................................... 2
(l) Person.......................................................................................... 2
(m) Series.......................................................................................... 2
(n) Shareholder..................................................................................... 2
(o) Shares.......................................................................................... 3
(p) Trust........................................................................................... 3
(q) Trustees or Board of Trustees................................................................... 3
(r) Trust Property.................................................................................. 3
ARTICLE II. Purpose of Trust..................................................................................... 3
ARTICLE III. Shares.............................................................................................. 3
Section 1. Division of Beneficial Interest.......................................................... 3
Section 2. Ownership of Shares...................................................................... 4
Section 3. Investments in the Trust................................................................. 4
Section 4. Status of Shares and Limitation of Personal
Liability.............................................................................. 4
Section 5. Power of Board of Trustees to Change
Provisions Relating to Shares.......................................................... 5
Section 6. Establishment and Designation of Shares.................................................. 5
(a) Assets Held with Respect to a Particular Series................................................. 6
(b) Liabilities Held with Respect to a
Particular Series............................................................................. 6
(c) Dividends, Distributions, Redemptions, and
Repurchases................................................................................... 7
(d) Voting.......................................................................................... 7
(e) Equality........................................................................................ 7
(f) Fractions....................................................................................... 7
(g) Exchange Privilege.............................................................................. 7
(h) Combination of Series........................................................................... 7
(i) Elimination of Series........................................................................... 7
ARTICLE IV. The Board of Trustees................................................................................ 8
Section 1. Number, Election and Tenure.............................................................. 8
Section 2. Effect of Death, Resignation, etc.
of a Trustee........................................................................... 8
Section 3. Powers................................................................................... 8
Section 4. Payment of Expenses by the Trust......................................................... 11
Section 5. Ownership of Assets of the Trust......................................................... 11
Section 6. Service Contracts........................................................................ 12
ARTICLE V. Shareholders' Voting Powers and Meetings.............................................................. 13
ARTICLE VI. Net Asset Value, Distributions, and Redemptions...................................................... 13
Section 1. Determination of Net Asset Value, Net
Income, and Distributions.............................................................. 13
Section 2. Redemptions and Repurchases.............................................................. 13
Section 3. Redemptions at the Option of the Trust................................................... 14
Section 4. Transfer of Shares....................................................................... 14
ARTICLE VII. Compensation and Limitation of Liability............................................................ 14
Section 1. Compensation of Trustees................................................................. 14
Section 2. Limitation of Liability and Indemnification.............................................. 14
Section 3. Trustee's Good Faith Action, Expert
Advice, No Bond or Surety.............................................................. 15
Section 4. Insurance................................................................................ 15
ARTICLE VIII. Miscellaneous...................................................................................... 15
Section 1. Liability of Third Persons Dealing
with Trustees.......................................................................... 15
Section 2. Termination of the Trust or Any Series................................................... 15
Section 3. Reorganization and Master/Feeder......................................................... 16
Section 4. Amendments............................................................................... 17
Section 5. Filing of Copies, References, Headings................................................... 18
Section 6. Applicable Law........................................................................... 18
Section 7. Provisions in Conflict with Law or Regulations........................................... 18
Section 8. Statutory Trust Only..................................................................... 19
Section 9. Use of the Name "The Vanguard Group, Inc."............................................... 19
Section 10. Derivatives Actions...................................................................... 19
