AGREEMENT
AGREEMENT
Made this as of this 1st day of August, 1999, by and among VANGUARD WELLINGTON FUND,
VANGUARD WINDSOR FUNDS, VANGUARD WORLD FUND, VANGUARD EXPLORER FUND,
VANGUARD XXXXXX GROWTH FUND, VANGUARD WELLESLEY INCOME FUND, VANGUARD
FIXED INCOME SECURITIES FUNDS, VANGUARD MONEY MARKET RESERVES, VANGUARD
MUNICIPAL BOND FUNDS, VANGUARD PREFERRED STOCK FUND, VANGUARD STAR FLTNDS,
VANGUARD PRIMECAP FUND, VANGUARD INDEX FUNDS, VANGUARD TRUSTEES' EQUITY
FUND, VANGUARD SPECIALIZED FUNDS, VANGUARD CALIFORNIA TAX-FREE FUNDS,
VANGUARD NEW YORK TAX-FREE FUNDS, VANGUARD PENNSYLVANIA TAX-FREE FUNDS,
VANGUARD OHIO TAX-FREE FUNDS, VANGUARD FLORIDA TAX-FREE FUNDS, VANGUARD
CONVERTIBLE SECURITIES FUND, VANGUARD QUANTITATIVE FUNDS, VANGUARD BOND INDEX
FUNDS, VANGUARD EQUITY INCOME FUND, VANGUARD NEW JERSEY TAX-FREE FUNDS,
VANGUARD ADMIRAL FUNDS, VANGUARD ASSET ALLOCATION FUND, VANGUARD VARIABLE
INSURANCE FUNDS, VANGUARD BALANCED INDEX FUNDS, VANGUARD INSTITUTIONAL INDEX
FUNDS, VANGUARD INTERNATIONAL EQUITY INDEX FUNDS, VANGUARD TAX-MANAGED
FUNDS, VANGUARD WHITEHALL FUNDS, VANGUARD TREASURY FUND, VANGUARD HORIZON
FUNDS AND VANGUARD MASSACHUSETTS TAX-EXEMPT FUNDS, (hereinafter collectively referred
to as "Funds") and THE VANGUARD GROUP, INC. AND VANGUARD MARKETING CORPORATION
(hereinafter collectively referred to as "Vanguard").
THIS AGREEMENT is entered into under the following circumstances:
A. Section 17(g) of the Investment Company Act of 1940 ("the Act") provides that the Securities and Exchange Commission ("SEC") is authorized to require that the officers and employees of registered management investment companies be bonded against larceny and embezzlement, and the SEC has promulgated rules and regulations dealing with this subject ("Rule 17g- 1");
B. Funds and Vanguard are named as joint insureds under the terms of certain bond or policy of insurance with total coverage of $350,000,000 which insures against larceny and embezzlement by officers and employees (the "Bond");
C. A majority of those members of the Board of Trustees of each of the Funds, who are not "interested persons" as defined by Section 2(a)(19) of the Act, have given due consideration to all factors relevant to the form, amount and apportionment of recoveries and premium on such joint insured Bond, and the Board of Trustees of each Fund has approved the term and amount of the Bond, the portion of the premium payable by that party, and the manner in which recovery on said Bond, if any, shall be shared by and among the parties hereto as hereinafter set forth; and
D. Funds and Vanguard now desire to enter into the agreement required by Rule 17g-
1(f) to establish the manner in which recovery on said Bond, if any, shall be shared.
NOW, THEREFORE, IT IS HEREBY AGREED by and among the parties as follows:
1. ALLOCATION OF RECOVERIES
A. In the event of a separate loss or losses under the Bond, the party suffering such loss or losses shall be entitled to be indemnified up to the full amount of the Bond.
B. If more than one of the parties hereto is damaged in a single loss or occurrence for which recovery is received under the Bond, each such party shall receive that portion
of the recovery which represents the loss sustained by that party, unless the recovery is inadequate
fully to indemnify each such party sustaining a loss.
C. If the recovery is inadequate fully to indemnify each such party sustaining
loss, the recovery shall be allocated among such parties as follows:
(i) Each party sustaining a loss shall be allocated an amount equal to the
lesser of its actual loss or the minimum amount of bond deemed appropriate to be maintained by such party as hereinafter set forth in paragraph 2 hereof and Exhibit A hereof.
(ii) The remaining portion of the recovery shall be allocated to each party sustaining a loss not fully indemnified by the allocation under subparagraph (i) in ratio of the premium paid by each such party to the premium paid by all such parties.
2. BONDING COVERAGE REQUIRED
Each of the parties hereto has determined that the minimum amount of fidelity bond coverage deemed appropriate to be maintained by it is as set forth opposite its name in Exhibit A hereto and each of the Funds represents and warrants to each of the other parties hereto that the minimum amount of coverage required of it under Rule 17g-l(d)(l) as of July 3 1, 1999, is not more than reflected opposite its name in Exhibit A hereto. Each of the Funds further agrees that it will determine, immediately following the end of its fiscal quarters, the minimum amount of coverage required of it by Rule 17g- l(1) and will promptly take such steps as may be necessary to insure that its minimum coverage as therein set forth shall at no time be less than the minimum coverage required of it under Rule 1 7g- 1 (d)( 1).
3. This Agreement shall apply to the present fidelity bond coverage and any renewal or replacement thereof and shall continue until terminated by any party hereto upon the giving of not less than sixty days' written notice to the other parties hereto.
4. Any dispute arising under this Agreement shall be submitted to arbitration under the Rules of the American Arbitration Association and the decision rendered therein shall be final and
binding upon the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed as
of the date aforesaid.
VANGUARD WELLINGTON FUND
VANGUARD WINDSOR FUNDS
VANGUARD WORLD FUND
VANGUARD EXPLORER FUND
VANGUARD XXXXXX GROWTH FUND
VANGUARD WELLESLEY INCOME FUND
VANGUARD FIXED INCOME SECURITIES FUNDS
VANGUARD MONEY MARKET RESERVES
VANGUARD MUNICIPAL BOND FUNDS
VANGUARD PREFERRED STOCK FUND
VANGUARD STAR FUNDS
VANGUARD TRUSTEES' EQUITY FUND
VANGUARD SPECIALIZED FUNDS
VANGUARD PRIMECAP FUND
VANGUARD CALIFORNIA TAX-FREE FUNDS
VANGUARD NEW YORK TAX-FREE FUNDS
VANGUARD PENNSYLVANIA TAX-FREE FUNDS
VANGUARD CONVERTIBLE SECURITIES FUND
VANGUARD QUANTITATIVE FUNDS
VANGUARD BOND INDEX FUNDS
VANGUARD EQUITY INCOME FUND
VANGUARD BALANCED INDEX FLNDS
VANGUARD FLORIDA TAX-FREE FUNDS
VANGUARD ADMIRAL FUNDS
VANGUARD NEW JERSEY TAX-FREE FUNDS
VANGUARD ASSET ALLOCATION FUND
VANGUARD OHIO TAX-FREE FUNDS
VANGUARD VARIABLE INSURANCE FUNDS
VANGUARD INSTITUTIONAL INDEX FUNDS
VANGUARD INTERNATIONAL EQUITY INDEX FUNDS
VANGUARD TAX-MANAGED FUNDS
VANGUARD HORIZON FUNDS
VANGUARD WHITEHALL FUNDS
VANGUARD TREASURY FUND
VANGUARD MASSACHUSETTS TAX-EXEMPT FUNDS
THE VANGUARD GROUP, INC.
VANGUARD MARKETING CORPORATION
By:
Xxxx X. Xxxxxxx,
Chairman, President and
Chief Executive Officer
Attest:
Xxxxxxx X. Xxxxxxxxx, Secretary
Exhibit A
FIDELITY BOND REQUIREMENTS
AS OF JULY 31, 1999
|
|
Rule 17(g) |
|
|
Minimum |
|
Net Assets |
Coverage |
Fund |
(000,000)(1) |
(000)(2) |
|
|
|
Vanguard Windsor Funds |
|
|
- Windsor Fund |
$18,258 |
$2,500 |
- Windsor II Fund |
33,573 |
2,500 |
|
|
|
Vanguard Trustees' Equity Fund |
|
|
- International Value Fund |
951 |
1,000 |
|
|
|
Vanguard World Fund |
|
|
- U.S. Growth Fund |
15,870 |
2,500 |
- International Growth Fund |
7,973 |
2,500 |
|
|
|
Vanguard Specialized Funds |
|
|
- Energy Fund |
1,111 |
1,250 |
- Health Care Fund |
10,592 |
2,500 |
- Gold & Precious Metals Funds |
328 |
750 |
- Utilities Income Fund |
986 |
1,000 |
- REIT Index Fund |
980 |
1,000 |
|
|
|
|
| |
- 500 Index Fund |
90,905 |
2,500 |
- Extended Market Index Fund (Ind.) |
3,274 |
2,100 |
- Extended Market Index Fund (Inst.) |
539 |
900 |
- Total Stock Market Index Fund (Ind.) |
13,100 |
2,500 |
- Total Stock Market Index Fund (Inst.) |
3,371 |
2,300 |
- Value Index Fund (Ind.) |
3,205 |
2,100 |
- Value Index Fund (Inst.) |
401 |
750 |
- Growth Index Fund (Ind.) |
11,314 |
2,500 |
- Growth Index Fund (Inst.) |
332 |
750 |
- MidCap Index Fund (Ind.) |
414 |
750 |
- MidCap Index Fund (Inst.) |
83 |
450 |
- Small Cap Value Index Fund .(Ind.) |
196 |
600 |
- Small Cap Value Index Fund (Inst.) |
0 |
0 |
- Small Cap Growth Index Fund (Ind.) |
124 |
525 |
- Small Cap Growth Index Fund (Inst.) |
0 |
0 |
- Small Cap Index Fund (Ind.) |
3,071 |
2,100 |
- Small Cap Index Fund (Inst.) |
270 |
750 |
|
|
|
Vanguard International Equity Index Funds |
|
|
- European Stock Index Fund |
4,983 |
2,500 |
- Pacific Stock Index Fund |
1,778 |
1,500 |
- Emerging Markets Stock Index Fund |
872 |
1,000 |
|
|
Rule 17(g) |
|
|
Minimum |
|
Net Assets |
Coverage |
Fund |
(000,000)(1) |
(000)(2) |
|
|
|
Vanguard Bond Index Funds |
|
|
- Total Bond Market Index Fund (Ind.) |
8,897 |
2,500 |
- Total Bond Market Index Fund. (Inst.) |
2,914 |
1,900 |
- Short-Term Bond Index Fund |
1,011 |
1,250 |
- Intermediate-Term Bond Index Fund |
1,362 |
1,250 |
- Long Term Bond Index Fund |
287 |
750 |
|
|
|
Vanguard Fixed Income Securities Funds |
|
|
- Short-Term Corporate Fund (Ind.) |
5,855 |
2,500 |
- Short-Term Corporate Fund (Inst.) |
486 |
750 |
- Short-Term Federal Fund |
1,668 |
1,500 |
- Short-Term U.S. Treasury Bond Fund |
1,219 |
1,250 |
- Intermediate-Term U.S. Treasury Bond Fund |
1,787 |
1,500 |
- Intermediate-Term Corporate Fund |
1,375 |
1,250 |
- Long-Term U.S. Treasury Bond Fund |
1,307 |
1,250 |
- GNMA Fund |
12,364 |
2,500 |
- Long-Term Corporate Fund |
3,905 |
2,300 |
- High Yield Corporate Fund |
5,810 |
2,500 |
|
|
|
Vanguard Admiral Funds |
|
|
- U.S. Treasury Money Market Fund |
5,595 |
2,500 |
- Short-Term U.S. Treasury Fund |
1,269 |
1,250 |
- Intermediate-Term U.S. Treasury Fund |
1,334 |
1,250 |
- Long-Term U.S. Treasury Fund |
481 |
750 |
|
|
|
Vanguard Money Market Reserves |
|
|
- Prime Money Market Fund (Ind.) |
38,025 |
2,500 |
- Prime Money Market Fund (Inst.) |
1,230 |
1,250 |
- Federal Money Market Fund |
4,884 |
2500 |
|
|
|
Vanguard Treasury Fund |
4,410 |
2,500 |
|
|
|
Vanguard Variable Insurance Funds |
|
|
- Money Market |
661 |
900 |
- High Grade Bond |
335 |
750 |
- Balanced |
621 |
900 |
- Equity Income |
456 |
750 |
- Equity Index |
1,392 |
1,250 |
- Growth |
965 |
1,000 |
- International |
268 |
750 |
- Mid Cap Index |
49 |
350 |
- Short-Term Corporate |
23 |
250 |
- Diversified Value |
49 |
350 |
- REIT |
19 |
225 |
- High Yield Bond |
150 |
600 |
- Small Company Growth |
169 |
600 |
|
|
Rule 17(g) |
|
|
Minimum |
|
Net Assets |
Coverage |
Fund |
(000,000)(1) |
(000)(2) |
|
|
|
Vanguard Municipal Bond Funds |
|
|
- Tax-Exempt Money Market Fund |
6,923 |
2,500 |
- Short-Term Tax-Exempt Fund |
1,845 |
1,500 |
- Limited-Term Tax-Exempt Fund |
2,591 |
1,900 |
- Intermediate-Term Tax-Exempt Fund |
8,372 |
2,500 |
- Long-Term Tax-Exempt Fund |
1,582 |
1,500 |
- High Yield Tax-Exempt Fund |
2,268 |
1,700 |
- Insured Long Term Tax-Exempt Fund |
3,039 |
2,100 |
|
|
|
Vanguard California Tax-Free Funds |
|
|
- Money Market Tax-Exempt Fund |
2,198 |
1,700 |
- Insured Intermediate-Term Tax-Exempt Fund |
1,256 |
1,250 |
- Insured Long-Term Tax-Exempt Fund |
1,591 |
1,500 |
|
|
|
Vanguard New Jersey Tax-Free Funds |
|
|
- Money Market Tax-Exempt Fund |
1,258 |
1,250 |
- Insured Long-Term Tax-Exempt Fund |
1,177 |
1,250 |
|
|
|
Vanguard Pennsylvania Tax-Free Funds |
|
|
- Money Market Tax-Exempt Fund |
1,952 |
1,500 |
- Insured Long-Term Tax-Exempt Fund |
1,955 |
1,500 |
|
|
|
Vanguard Ohio Tax-Free Funds |
|
|
- Money Market Tax-Exempt Fund |
386 |
750 |
- Insured Long Term Tax-Exempt Fund |
365 |
750 |
|
|
|
Vanguard Florida Tax-Free Funds |
896 |
1,000 |
Vanguard Explorer Fund |
2,512 |
1,900 |
Vanguard Equity Income Fund |
3,214 |
2,100 |
Vanguard Xxxxxx Growth Fund |
4,102 |
2,500 |
Vanguard PRIMECAP Fund |
14,264 |
2,500 |
Vanguard Quantitative Funds (Growth and Income Fund) |
6,857 |
2,500 |
Vanguard Asset Allocation Fund |
8,293 |
2,500 |
Vanguard Balanced Index Funds |
2,569 |
1,900 |
Vanguard Convertible Securities Fund |
163 |
600 |
Vanguard Preferred Stock Fund |
335 |
750 |
Vanguard Wellesley Income Fund |
7,860 |
2,500 |
|
|
|
Vanguard Wellington Fund |
26,665 |
2,500 |
|
|
|
Vanguard New York Tax-Free Funds |
|
|
- Money Market Tax-Exempt Fund |
719 |
900 |
- Insured Long Term Tax-Exempt Fund |
1,551 |
1,500 |
|
|
|
Vanguard Institutional Index Funds (3) |
|
|
- Institutional Index Fund |
26,104 |
2,500 |
- Institutional Plus |
5,5557 |
2,500 |
|
|
Rule 17(g) |
|
|
Minimum |
|
Net Assets |
Coverage |
Fund |
(000,000)(1) |
(000)(2) |
|
|
|
Vanguard STAR Funds (3) |
|
|
- STAR |
8,168 |
2,500 |
- LifeStrategy Income Fund |
573 |
900 |
- LifeStrategy Conservative Growth Fund |
1,635 |
1,500 |
- LifeStrategy Moderate Growth Fund |
2,843 |
1,900 |
- LifeStrategy Growth Fund |
2,539 |
1,900 |
- Total International Stock Index Fund |
1,877 |
1,500 |
|
|
|
Vanguard Tax-Managed Funds |
|
|
- Growth and Income Fund (Ind.) |
1,831 |
1,500 |
- Growth and Income Fund (Inst.) |
60 |
400 |
- Capital Appreciation Fund (Ind.) |
1,788 |
1,500 |
- Capital Appreciation Fund (Inst.) |
127 |
525 |
- Balanced Fund |
272 |
750 |
- Small Cap Fund. (Ind.) |
133 |
525 |
- Small Cap Fund (Inst.) |
16 |
225 |
|
|
|
Vanguard Horizon Funds |
|
|
- Aggressive Growth Fund |
549 |
900 |
- Capital Xxxxxxxxxxx Xxxx |
000 |
000 |
- Xxxxxx Xxxxx Allocation Fund |
94 |
450 |
- Global Equity Fund |
153 |
600 |
|
|
|
Vanguard Whitehall Funds |
|
|
- Selected Value Fund |
230 |
600 |
|
|
|
Vanguard Massachusetts Tax-Exempt Funds |
102 |
525 |
|
|
|
|
$515,614(4) |
$617,600(4) |
(1) As of July 3 1, 1999
(2) The maximum bond required for an investment company by the 1940 Act is $2,500,000.
(3) Not a member of The Vanguard Group.
(4) Assets of Vanguard STAR Funds ($17,635) are counted twice. The total minimum coverage would be $157,400 if the assets of Vanguard STAR Funds are not counted.