bbhcustagmtamend_2013 AMENDED AND RESTATED CUSTODIAN AGREEMENT
bbhcustagmtamend_2013 AMENDED AND RESTATED CUSTODIAN AGREEMENT
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2.2 By providing an Instruction with respect to the first acquisition of an Investment in a jurisdiction other than the United States of America, the Fund shall be deemed to have confirmed to the Custodian that the Fund has (a) assessed and accepted all material Country or Sovereign Risks and accepted responsibility for their occurrence, (b) made all determinations required to be made by the Fund under the 1940 Act, and (iii) appropriately and adequately disclosed to its shareholders, other investors and all persons who have rights in or to such Investments, all material investment risks, including those relating to the custody and settlement infrastructure or the servicing of securities in such jurisdiction.
2.3 The Fund shall safeguard and shall solely be responsible for the safekeeping of any testkeys, identification codes, passwords, other security devices or statements of account with which the Custodian provides Page 1
bbhcustagmtamend_2013 it. In furtherance and not limitation of the foregoing, in the event the Fund utilizes any on-line service offered by the Custodian, the Fund and the Custodian shall be fully responsible for the security of each party's connecting terminal, access thereto and the proper and authorized use thereof and the initiation and application of continuing effective safeguards in respect thereof. Additionally, if the Fund uses any on-line or similar communications service made available by the Custodian, the Fund shall be solely responsible for ensuring the security of its access to the service and for the use of the service, and shall only attempt to access the service and the Custodian's computer systems as directed by the Custodian. If the Custodian provides any computer software to the Fund relating to the services described in this Agreement, the Fund will only use the software for the purposes for which the Custodian provided the software to the Fund, and will abide by the license agreement accompanying the software and any other security policies which the Custodian provides to the Fund.
3. REPRESENTATION AND WARRANTY OF BBH&CO. BBH&Co. hereby represents and warrants that this Agreement has been duly authorized, executed and delivered by BBH&Co. and does not and will not violate any Applicable Law or conflict with or constitute a default under BBH&Co.'s limited partnership agreement or any agreement, instrument, judgment, order or decree to which BBH&Co. is a party or by which it is bound. BBH&Co. also warrants that it will comply with all applicable laws and regulations in performance of its duties under this Agreement.
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4.2.2 Written Instructions. Instructions may be transmitted in a writing that bears the manual signature of Authorized Persons.
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4.2.3 Other Forms of Instruction. Instructions may also be transmitted by another means determined by the Fund or Authorized Persons and acknowledged and accepted by the Custodian (subject to the same limits as to acknowledgements as is contained in Subsection 4.2.1, above) including Instructions given orally or by SWIFT, telex or telefax (whether tested or untested).
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When an Instruction is given by means established under Subsections 4.2.1 through 4.2.3, it shall be the responsibility of the Custodian to use reasonable care to adhere to any security or other procedures established in writing between the Custodian and the Authorized Person with respect to such means of Instruction, but such Authorized Person shall be solely responsible for determining that the particular means chosen is reasonable under the circumstances. If the Custodian believes that the means chosen are unreasonable, it shall promptly notify an Authorized Person. Oral Instructions shall be binding upon the Custodian only if and when an Authorized Person provides Instructions that conform to the requirements of this Section 4. Any Oral Instructions shall promptly thereafter be confirmed in writing by an Authorized Person (which confirmation may bear the facsimile signature of such Person). With respect to telefax Instructions, the parties agree and acknowledge that receipt of legible Instructions cannot be assured and that the Custodian cannot verify that authorized signatures on telefax Instructions are original or properly affixed. If the Custodian determines that a telefax Instruction is illegible, the Custodian shall promptly contact an Authorized Person and request a legible telefax Instruction. Provided the Custodian has exercised the standard of care required herein with respect to receipt of Proper Instructions including but not limited to any applicable security or authorization procedures, the Custodian shall not be liable for losses or expenses incurred through actions taken in reliance on inaccurately stated or unauthorized telefax Instructions. The provisions of Section 4A of the Uniform Commercial Code shall apply to Funds Transfers performed in accordance with Instructions. In the event that a Funds Transfer Services Agreement is executed between the Fund or an Authorized Person and the Custodian, such an agreement shall comprise a designation of form of a means of delivering Instructions for purposes of this Section 4.2.
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4.3.1 The transaction date and the date and location of settlement; 4.3.2 The specification of the type of transaction; 4.3.4 A description of the Investments or moneys in question, including, as appropriate, quantity, price per unit, amount of money to be received or delivered and currency information. Where an Instruction is communicated by electronic means, or otherwise where an Instruction contains an identifying number such as a CUSIP, SEDOL or ISIN number, the Custodian shall be entitled to rely on such number as controlling notwithstanding any inconsistency contained in such Instruction, particularly with respect to Investment description. If Page 3
bbhcustagmtamend_2013 the Custodian is aware of such an inconsistency in an Instruction, it shall give prompt notice of such inconsistency to an Authorized Person.
4.3.5 The name of the broker or similar entity concerned with execution of the transaction. If the Custodian shall reasonably determine that an Instruction, including a telefax Instruction, is either unclear or incomplete, the Custodian shall give prompt notice of such determination to the Fund, and the Fund shall thereupon amend or otherwise reform such Instruction. In such event, the Custodian shall have no obligation to take any action in response to the Instruction initially delivered until the redelivery of an amended or reformed Instruction 4.4 TIMELINESS OF INSTRUCTIONS. In giving an Instruction, the Fund shall take into consideration delays which may occur due to the involvement of a Subcustodian or agent, differences in time zones, and other factors particular to a given market, exchange or issuer. When the Custodian has established specific timing requirements or deadlines with respect to particular classes of Instruction and the Custodian has notified the Fund of such timing requirements and deadlines, or when an Instruction is received by the Custodian at such a time that it could not reasonably be expected to have acted on such Instruction due to time zone differences or other factors beyond its reasonable control, the execution of any Instruction received by the Custodian after such deadline or at such time (including any modification or revocation of a previous Instruction) shall be at the risk of the Fund.
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The parties acknowledge that the Custodian and Subcustodians each are acting under this Agreement as a "Securities Intermediary" (as such term is used and defined in the UCC). For the purposes of this Agreement, the parties hereto acknowledge and agree that (i) any Investment held by the Custodian or any Subcustodian shall constitute a "Financial Asset" (as such term is used and defined in the UCC), (ii) the Fund may at any time issue one or more "Entitlement Orders" (as such term is used and defined in the UCC) with respect to the Fund's Investments, (iii) upon the Custodian's or Subcustodian's receipt of an Investment for the benefit of the Fund, the Custodian or Subcustodian, as the case may be, shall credit to the Fund a "Security Entitlement" (as such term is used and defined in the UCC), and (iv) the Fund shall have a Security Entitlement with respect to all Investments held by the Custodian or Subcustodian.
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5.2 CERTIFICATED ASSETS. Investments which are certificated may be held in registered or bearer form: (a) in the Custodian's vault; (b) in the vault of a Subcustodian or agent of the Custodian or a Subcustodian; or (c) in an account maintained by the Custodian, Subcustodian or agent at a Securities Depository; all in accordance with customary market practice in the jurisdiction in which any Investments are held.
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5.4 BOOK ENTRY ASSETS. Investments which are represented by book-entry may be so held in an account maintained by the Book-Entry Agent on behalf of the Custodian, a Subcustodian or another agent of the Custodian, or a Securities Depository.
6.2 SALE OF INVESTMENTS. Pursuant to Instruction, Investments sold for Page 5
bbhcustagmtamend_2013 the account of the Fund shall be delivered (a) against payment therefor in cash, by check or by bank wire transfer, (b) by credit to the account of the Custodian or the applicable Subcustodian, as the case may be, with a Clearing Corporation or a Securities Depository (in accordance with the rules of such Securities Depository or such Clearing Corporation), or (c) otherwise in accordance with an Instruction, Applicable Law, generally accepted trade practices, or the terms of the instrument representing such Investment.
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Investments for the benefit of the Fund. The provision of tax reclaim services by the Custodian is conditional upon the Custodian receiving from the Fund or, where required, the beneficial owner of Investments (a) a declaration of its identity and place of residence and (b) certain other documentation (pro forma copies of which are available from the Custodian). The Custodian shall use reasonable means to advise the Fund of the declarations, documentation and information which the Fund is to provide to the Custodian in order for the Custodian to provide the tax reclaim services described herein. The Fund shall provide to the Custodian such documentation and information as it may require in connection with taxation, and warrants that, when given, this information shall be true and correct in every respect, not misleading in any way, and contain all material information. The Fund undertakes to notify the Custodian immediately if any such information requires updating or amendment. The Custodian shall perform tax reclaim services only with respect to taxation by the revenue authorities of the countries notified to the Fund.
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The Fund confirms that the Custodian is authorized to deduct from any cash received or credited to an account any taxes or levies required by any revenue or governmental authority for whatever reasons in respect of the accounts. The Custodian and the Fund shall promptly notify the other regarding any change in the Fund's tax status with respect to withholding taxes of which it becomes aware. It is acknowledged that the Custodian does not offer tax advice and that the Fund should consult with its tax adviser as to tax matters.
The Custodian shall attend to all nondiscretionary details in connection with the sale or purchase or other administration of Investments, except as otherwise directed by an Instruction.
In fulfilling the duties set forth in Sections 6.6 through 6.10 above, the Custodian shall provide promptly to the Fund all material information pertaining to a corporate action which the Custodian actually receives. The Custodian shall not be responsible for the completeness or accuracy of such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate information. Any advance credit of cash or shares expected to be received as a result of any corporate action shall be subject to actual collection and may, when the Custodian deems collection unlikely, be reversed by the Custodian. The Custodian shall notify the Fund at least 48 hours prior to any such reversal.
The Custodian may at any time or times in its discretion appoint (and may at any time remove) agents (other than Subcustodians) to carry out some or all of the administrative provisions of this Agreement (Agents), provided, however, that the appointment of such agent shall not relieve the Custodian of its administrative obligations under this Agreement.
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7. CASH ACCOUNTS, DEPOSITS AND MONEY MOVEMENTS. Subject to the terms and conditions set forth in this Section 7, the Fund hereby authorizes the Custodian to open and maintain, with itself or with Subcustodians, cash accounts in United States Dollars, in such other currencies as are the currencies of the countries in which the Fund maintains Investments or in such other currencies as the Fund shall from time to time request by Instruction.
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7.1 TYPES OF CASH ACCOUNTS. Cash accounts opened on the books of the Custodian (Principal Accounts) shall be opened in the name of the Fund. Such accounts collectively shall be a deposit obligation of the Custodian and shall be subject to the terms of this Section 7 and the general liability provisions contained in Section 9. Cash accounts opened on the books of a Subcustodian may be opened in the name of the Fund or the Custodian or in the name of the Custodian for its customers generally (Agency Accounts). Such deposits shall be obligations of the Subcustodian and shall be treated as an Investment of the Fund. Accordingly, the Custodian shall be responsible for exercising reasonable care in the administration of such accounts but shall not be liable for their repayment in the event such Subcustodian, by reason of its bankruptcy, insolvency or sovereign risk/force majeure, fails to make repayment unless (a) such Subcustodian is a parent, subsidiary or otherwise affiliated with the Custodian or (b) the Custodian's negligence, bad faith or willful misconduct was the direct cause of the Subcustodian failing to make the repayment or (c) a transaction or other matter between the Custodian and Subcustodian unrelated to the Funds was the cause of the Subcustodian failing to make repayment. Under (a), (b) or (c) the Custodian shall be liable for the repayment.
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7.2 PAYMENTS AND CREDITS WITH RESPECT TO THE CASH ACCOUNTS. The Custodian shall make payments from or deposits to any of said accounts in the course of carrying out its administrative duties, including but not limited to income collection with respect to the Fund's Investments, and otherwise in accordance with Instructions. The Custodian and its Subcustodians shall be required to credit amounts to the cash accounts only when moneys are actually received in cleared funds in accordance with banking practice in the country and currency of deposit. Any credit made to any Principal or Agency Account before actual receipt of cleared funds shall be provisional and may be reversed by the Custodian in the event such payment is not actually collected. The Custodian shall provide the Fund with at least 48 hours notice prior to any such reversal. Unless otherwise specifically agreed in writing by the Custodian or any Subcustodian, all deposits shall be payable only at the branch of the Custodian or Subcustodian where the deposit is made or carried.
7.3 CURRENCY AND RELATED RISKS. The Fund bears risks of holding or transacting in any currency. The Custodian shall not be liable for any loss or damage arising from the applicability of any law or regulation now or hereafter in effect, or from the occurrence of any event, which may delay or affect the transferability, convertibility or availability of any currency in the country (a) in which such Principal or Agency Accounts are maintained or (b) in which such currency is issued, and in no event shall the Custodian be obligated to make payment of a deposit denominated in a currency during the period during which its transferability, convertibility or availability has been affected by any such law, regulation or event. The Custodian shall notify the Fund in the event it is aware that the Fund is entering into a transaction that is, to its knowledge, illegal under local law. Without limiting the generality of the foregoing, neither the Custodian nor any Subcustodian shall be required to repay any deposit made at a foreign branch of either the Custodian or Subcustodian if such branch cannot repay the deposit due to a cause for which the Custodian would not be responsible in accordance with the terms of Section 9 of this Agreement unless the Custodian or such Subcustodian expressly agrees in writing to repay the deposit under such circumstances. All currency transactions in any account opened pursuant to this Agreement are subject to exchange control regulations of the United States and of the country where such currency is the lawful currency or where the account is maintained. Any taxes, costs, charges or fees imposed on the convertibility of a currency Page 9
bbhcustagmtamend_2013 held by the Fund shall be for the account of the Fund unless such taxes, costs, charges or fees were due to an error by the Custodian or Subcustodian.
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7.4 FOREIGN EXCHANGE TRANSACTIONS. The Custodian shall, subject to the terms of this Section, settle foreign exchange transactions (including contracts, futures, options and options on futures) on behalf and for the account of the Fund with such currency brokers or banking institutions, including Subcustodians, as the Fund may direct pursuant to Instructions. The Custodian may act as principal in any foreign exchange transaction with the Fund in accordance with Section 7.4.2 of this Agreement. The obligations of the Custodian in respect of all foreign exchange transactions (whether or not the Custodian shall act as principal in such transaction) shall be contingent on the free, unencumbered transferability of the currency transacted on the actual settlement date of the transaction.
7.4.1 THIRD PARTY FOREIGN EXCHANGE TRANSACTIONS. The Custodian shall process foreign exchange transactions (including without limitation contracts, futures, options, and options on futures), where any third party acts as principal counterparty to the Fund on the same basis it performs duties as agent for the Fund with respect to any other of the Fund's Investments. Accordingly the Custodian shall only be responsible for delivering or receiving currency on behalf of the Fund in respect of such contracts pursuant to Instructions. The Custodian shall not be responsible for the failure of any counterparty (including any Subcustodian) in such agency transaction to perform its obligations thereunder unless (a) such counterparty is a parent, subsidiary or otherwise affiliated with the Custodian or (b) the Custodian's negligence, bad faith or willful misconduct was the direct cause of the counterparty failing to perform its obligations or (c) a transaction or other matter between the Custodian and the counterparty unrelated to the Funds was the cause of the counterparty's failure to perform. Under (a), (b) or (c) , the Custodian shall be liable. The Custodian (a) shall transmit cash and Instructions to and from the currency broker or banking institution with which a foreign exchange contract or option has been executed pursuant hereto, (b) may make free outgoing payments of cash in the form of Dollars or foreign currency without receiving confirmation of a foreign exchange contract or option or confirmation that the countervalue currency completing the foreign exchange contract has been delivered or received or that the option has been delivered or received, and (c) shall hold all confirmations, certificates and other documents and agreements received by the Custodian and evidencing or relating to such foreign exchange transactions in safekeeping. The Fund accepts full responsibility for its use of third-party foreign exchange dealers and for execution of said foreign exchange contracts and options and understands that the Fund shall be responsible for any and all costs and interest charges which may be incurred by the Fund or the Custodian as a result of the failure or delay of third parties to deliver foreign exchange. The Custodian or Subcustodian shall respectively be responsible for any failure or delay of third parties to deliver foreign exchange when either of those parties respectively is a parent, subsidiary or otherwise affiliated with such third party.
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7.4.2 FOREIGN EXCHANGE WITH THE CUSTODIAN AS PRINCIPAL. The Custodian may undertake foreign exchange transactions with the Fund as Page 10
bbhcustagmtamend_2013 principal as the Custodian and the Fund may agree from time to time. In such event, the foreign exchange transaction will be performed in accordance with the particular agreement of the parties, or in the event a principal foreign exchange transaction is initiated by Instruction in the absence of specific agreement, such transaction will be performed in accordance with the usual commercial terms of the Custodian.
7.5 DELAYS. If no event of Force Majeure shall have occurred and be continuing and in the event that a delay shall have been caused by the negligence, bad faith or willful misconduct of the Custodian in carrying out an Instruction to credit or transfer cash, the Custodian shall be liable to the Fund: (a) with respect to Principal Accounts, for interest to be calculated at the rate customarily paid on such deposit and currency by the Custodian on overnight deposits at the time the delay occurs for the period from the day when the transfer should have been effected until the day it is in fact effected; and, (b) with respect to Agency Accounts, for interest to be calculated at the rate customarily paid on such deposit and currency by the Subcustodian on overnight deposits at the time the delay occurs for the period from the day when the transfer should have been effected until the day it is in fact effected. The Custodian shall not be liable for delays in carrying out such Instructions to transfer cash which are not due to the Custodian's own negligence, bad faith or willful misconduct. The Custodian shall make reasonable attempts where possible to mitigate any such delays.
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The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11
bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9.
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1940 Act meeting the requirements of a custodian under Section 17(f) of the 1940 Act and the rules and regulations thereunder, to act on behalf of the Fund as a Subcustodian for purposes of holding Investments of the Fund outside the United States. Such appointment of foreign Subcustodians shall be subject to approval of the Fund in accordance with Subsections 8.2.1 and 8.2.2 hereof, and the use of non-U.S. Securities Depositories shall be subject to the terms of Subsections 8.2.3, 8.2.4 and 8.2.5 hereof. An Instruction to open an account in a given country shall comprise authorization of the Custodian to hold assets in such country in accordance with the terms of this Agreement. The Custodian shall not be required to make independent inquiry as to the authorization of the Fund to invest in such country.
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bbhcustagmtamend_2013 established as customary between the Fund and the Custodian for transmission of material market information.
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8.3 RESPONSIBILITY FOR SUBCUSTODIANS. Except as provided in the last sentence of this Section 8.3, the Custodian shall be liable to the Fund for any loss or damage to the Fund caused by or resulting from the acts or omissions of any Subcustodian to the extent that such acts or omissions would be deemed to be negligence, gross negligence, willful misconduct or bad faith in accordance with the terms of the relevant subcustodian agreement under the laws, circumstances and practices prevailing in the place where the act or omission occurred. The liability of the Custodian in respect of the countries and subcustodians listed on the attached Subcustodian Liability Appendix to this Agreement, as such Appendix may be amended from time to time, shall be subject to the additional condition that the Custodian actually recovers such loss or damage from the Subcustodian.
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9.1 FORCE MAJEURE The Custodian shall not be responsible for any failure to perform its duties and correspondingly, shall not be liable for any loss, cost, damage or expense attributable to its failure to perform in consequence of a force majeure event. Force Majeure shall mean any circumstance or event which is beyond the reasonable control of the Custodian, a Subcustodian or any agent of the Custodian or a Subcustodian and which adversely affects the performance by the above parties, including any event caused by, arising out of or involving (a) an act of God, (b) accident, fire, water damage or explosion, (c) any third party computer, system or other equipment failure or malfunction caused by any computer virus or the malfunction or failure of any communications medium, (d) any third party interruption of the power supply or other utility service, (e) any strike or other work stoppage, whether partial or total, (f) any delay or disruption resulting from or reflecting the occurrence of any Sovereign Risk, (g) any disruption of, or suspension of trading in, the securities, commodities or foreign exchange markets, whether or not resulting from or reflecting the occurrence of any Sovereign Risk, (h) any encumbrance on the transferability of a currency or a currency position on the actual settlement date of a foreign exchange transaction, whether or not resulting from or reflecting the occurrence of any Sovereign Risk, or (i) any other cause similarly beyond the reasonable control of the Custodian, provided always that this shall not affect the Custodian's duty to indemnify the Fund for other losses, claims and liabilities for which the Custodian is bound to indemnify the Fund pursuant to Section 9. The Custodian and the Subcustodian shall take reasonable steps to mitigate additional damages. The Custodian shall notify the Fund when it becomes aware of a situation outlined above. The Fund shall not be responsible for temporary delays in the performance of its duties and obligations and correspondingly shall not be liable for any loss, cost, damage or expense attributable to such delay in consequence of a Force Majeure event as described above affecting the Page 15
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Fund's principal place of business operations or administration; provided always that this shall not affect the Fund's duty to indemnify the Custodian for losses, claims and liabilities for which the Fund is bound to indemnify the Custodian pursuant to Section 10.
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bbhcustagmtamend_2013 derivative or commodities contract; (c) failure of an Investment Advisor, Foreign Custody Manager or other agent of the Fund; or (d) failure of other third parties similarly beyond the control or choice of the Custodian unless: (a) any such third party is a parent, subsidiary or otherwise affiliated with the Custodian or (b) the Custodian's negligence, bad faith or willful misconduct was the direct cause of the failure of the third party or (c) a transaction or other matter between the Custodian and the third party unrelated to the Funds was the cause of the failure of the third party. Under (a), (b) or (c) the Custodian shall be liable for the failure of such third party.
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11. REPORTS AND RECORDS. The Custodian shall:
11.1 create and maintain records relating to the performance of its obligations under this Agreement; 11.2 make available to the Fund, its auditors, agents and employees, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 make available to the Fund all Electronic Reports; it being Page 17
bbhcustagmtamend_2013 understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconduct.
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All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereunder. The Fund shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereof, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate information.
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12.4 GOVERNING LAW AND JURISDICTION. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND BE GOVERNED BY THE LAWS OF, THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW OF SUCH STATE.
bbhcustagmtamend_2013 | ||
follows: | ||
If to the Fund: | ||
Vanguard Group | ||
X.X. Xxx 0000 | ||
Xxxxxx Xxxxx, XX 00000 | ||
Attn: | Assistant Treasurer | |
Telephone: | (000) 000-0000 | |
Facsimile | (000) 000-0000 | |
If to the Custodian: | ||
Xxxxx Brothers Xxxxxxxx & Co. | ||
00 Xxxxx Xxxxxx | ||
Xxxxxx, Xxxxxxxxxxxxx 00000 | ||
Attn: Manager, Investor Services Department | ||
Telephone: | (000) 000-0000 | |
Facsimile: | (000) 000-0000, | |
or such other address | as the Fund or the Custodian may have | designated |
in writing to the other. |
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13. DEFINITIONS. The following defined terms will have the respective meanings set forth below.
13.1 advance shall mean any extension of credit by or through the Custodian or by or through any Subcustodian and shall include amounts paid to third parties for the account of the Fund or in discharge of any expense, tax or other item payable by the Fund.
13.2 AGENCY ACCOUNT shall mean any deposit account opened on the books of a Subcustodian or other banking institution in accordance with Section 7.1.
13.3 AGENT shall have the meaning set forth in the last paragraph of Section 6.
13.4 APPLICABLE LAW shall mean with respect to each jurisdiction, all (a) laws, statutes, treaties, regulations, guidelines (or their equivalents); (b) orders, interpretations, licenses and permits; and (c) judgments, decrees, injunctions, writs, orders and similar actions by a court of competent jurisdiction; compliance with which is required or customarily observed in such jurisdiction.
13.5 AUTHORIZED PERSON shall mean any person or entity authorized to give Instructions on behalf of the Fund in accordance with Section 4.1.
13.6 BOOK-ENTRY AGENT shall mean an entity acting as agent for the issuer of Investments for purposes of recording ownership or similar entitlement to Investments, including without limitation a transfer agent or registrar.
13.7 CLEARING CORPORATION shall mean any entity or system established for purposes of providing securities settlement and movement and associated functions for a given market.
13.8 DELEGATION AGREEMENT shall mean any separate agreement entered into between the Custodian and the Fund or its authorized representative with respect to certain matters concerning the appointment and administration of Subcustodians delegated to the Custodian pursuant to Rule 17f-5 under the 1940 Act.
13.9 FOREIGN CUSTODY MANAGER shall mean the Fund's foreign custody manager appointed pursuant to Rule 17f-5 under the 1940 Act.
13.10 FOREIGN FINANCIAL REGULATORY AUTHORITY shall have the meaning given by Section 2(a)(50) of the 0000 Xxx.
13.11 FUNDS TRANSFER SERVICES AGREEMENT shall mean any separate agreement entered into between the Custodian and the Fund or its authorized representative with respect to certain matters concerning the processing of payment orders from Principal Accounts of the Fund.
13.12 INSTRUCTION(S) shall have the meaning assigned in Section 4.
13.13 INVESTMENT ADVISOR shall mean any investment advisor as defined in Section 202(a)(11) of the Investment Advisors Act of 1940.
13.14 INVESTMENTS shall mean any investment asset of the Fund, including without limitation securities, bonds, notes, and debentures as well as receivables, derivatives, contractual rights or entitlements and other intangible assets.
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13.15 MARGIN ACCOUNT shall have the meaning set forth in Section 6.4 hereof.
13.16 PRINCIPAL ACCOUNT shall mean deposit accounts of the Fund carried on the books of BBH&Co. as principal in accordance with Section 7.
13.17 SAFEKEEPING ACCOUNT shall mean an account established on the books of the Custodian or any Subcustodian for purposes of segregating the interests of the Fund (or clients of the Custodian or Subcustodian) from the assets of the Custodian or any Subcustodian.
13.18 SECURITIES DEPOSITORY shall mean a central or book entry system or agency established under Applicable Law for purposes of recording the ownership and/or entitlement to investment securities for a given market that, if a foreign Securities Depository, meets the requirements of an "Eligible Securities Depository" as defined in Rule 17f-7 under the 0000 Xxx.
13.19 SUBCUSTODIAN shall mean each foreign bank appointed by the Custodian pursuant to Section 8, but shall not include Securities Depositories.
13.20 TRI-PARTY AGREEMENT shall have the meaning set forth in Section
6.4 | hereof. |
13.21 1940 Act shall mean the Investment Company Act of 1940. |
15. SEVERAL OBLIGATIONS OF THE FUNDS: With respect to any obligations of the Funds and their related accounts arising hereunder, the Custodian shall look for payment or satisfaction of any such obligation solely to the assets and property of the Fund and such accounts to which such obligation relates as though each investment company had separately contracted with the Custodian by separate written instrument with respect to each Fund and its accounts. The Custodian and each Subcustodian realize that the Fund is comprised of one or more Series. The Custodian and each Subcustodian agree that it will honor and abide by any and all Instructions or notices which the Custodian or Subcustodian may receive from time to time from the Fund with respect to designating, marking, allocating or otherwise attributing securities to or for the benefit of any one Series.
30
<PAGE>
This Agreement may be terminated as to one or more Funds (but less than all the Funds) by delivery of an amended List of Funds deleting all such Funds, in which case termination as to the deleted Funds shall take effect sixty days after the date of such delivery. The execution and delivery of an amended List of Funds which deletes one or more Funds, shall constitute a termination hereof only with respect to such deleted Funds, shall be governed by the provisions of Section 16.2 as to the identification of a successor custodian and the delivery of Investments of the Fund so deleted to such successor custodian, and shall not affect the obligations of the Custodian hereunder with respect to the other Funds set forth in the List of Funds, as amended from time to time.
Page 21
31
<PAGE>
32
By: /s/ Xxxxxx Xxxxxxx Assistant Treasurer
On behalf of the Funds included on the List of Funds attached hereto XXXXX BROTHERS XXXXXXXX & CO.
By: /s/ Xxxxxxx X. Xxxxxx Partner
<PAGE>
33
LIST OF FUNDS
SCHEDULE TO THE CUSTODIAN AGREEMENT
BETWEEN
CERTAIN OPEN-END MANAGEMENT INVESTMENT COMPANIES ("FUNDS") Page 22
bbhcustagmtamend_2013 and XXXXX BROTHERS XXXXXXXX & CO.
The following is a list of Funds and their Series for which the Custodian serves under an Amended Custodian Agreement dated as of June 25, 2001 (the "Agreement"):
The following series of Vanguard International Equity Index Funds: Vanguard Emerging Markets Stock Index Fund
Vanguard European Stock Index Fund | ||
Vanguard Pacific Stock Index Fund | ||
The following series of Vanguard Horizon Funds: | ||
Vanguard Global Asset Allocation Fund | ||
Vanguard Global Equity Fund | ||
The following series of Vanguard Tax-Managed Funds | ||
Vanguard Tax-Managed International Fund | ||
The following series of Vanguard Trustees' Equity Fund: | ||
Vanguard International Value Fund | ||
Vanguard Variable Insurance Funds-International Portfolio | ||
IN WITNESS WHEREOF, | each of the parties hereto has caused this Schedule to be | |
executed in its name and on behalf of such Funds. | ||
FUNDS | XXXXX BROTHERS XXXXXXXX & CO. | |
By: /s/ Xxxxxx Xxxxxxx | By: /s/ Xxxxxxx X. Xxxxxx | |
Name: Xxxxxx Xxxxxxx | Name: Xxxxxxx X. Xxxxxx | |
Title: Assistant Treasurer | Title: Partner | |
34 | ||
<PAGE> | ||
17f-5 DELEGATION SCHEDULE |
By the terms of this Delegation Schedule between certain open-end management investment companies (each investment company, a "Fund") organized under the laws of the State of Delaware and registered with the Securities and Exchange Commission under the Investment Company Act of 1940 (the "1940 Act"), on behalf of certain of their series (each series a "Series"), each Fund hereby appoints XXXXX BROTHERS XXXXXXXX & CO., a New York limited partnership with an office in Boston, Massachusetts (the "Delegate") as its delegate to perform certain functions with respect to the custody of Fund Assets outside the United States.
1. Maintenance of Fund Assets Abroad. The Fund, acting through its Board or its duly authorized representative, hereby instructs Delegate pursuant to the terms of the Custodian Agreement to place and maintain the Fund's Assets in countries outside the United States in accordance with Instructions received from the Fund or the Fund's investment advisor. Such instruction shall represent a Proper Instruction under the terms of the Custodian Agreement. The Fund acknowledges that - (a) the Delegate shall perform services hereunder only with respect to the countries where it accepts Delegation as Foreign Custody Manager as indicated on the BBH Global Custody Network listing; (b) depending on conditions in the particular country, advance notice may be required before the Delegate shall be able to perform its duties hereunder in or with respect to such country (such advance notice to be reasonable in light of the specific facts and circumstances attendant to performance of duties in such country); and (c) nothing in this Delegation Schedule shall require the Delegate to provide delegated or custodial services in any country, and there may from time to time Page 23
bbhcustagmtamend_2013 be countries as to which the Delegate determines it will not provide delegation services; such countries shall be indicated on the BBH Global Custody Network listing.
2. Delegation. Pursuant to the provisions of Rule 17f-5 under the 1940 Act as amended, the Board hereby delegates to the Delegate, and the Delegate hereby accepts such delegation and agrees to perform, only those duties set forth in this Delegation Schedule concerning the safekeeping of the Fund's Assets in each of the countries as to which it acts as the Board's delegate. The Delegate is hereby authorized to take such actions on behalf of or in the name of the Fund as are reasonably required to discharge its duties under this Delegation <PAGE> Schedule, including, without limitation, to cause the Fund's Assets to be placed with a particular Eligible Foreign Custodian in accordance herewith. The Fund confirms to the Delegate that the Fund or its investment adviser has considered the Sovereign Risk and prevailing Country Risk as part of its continuing investment decision process, including such factors as may be reasonably related to the systemic risk of maintaining the Fund's Assets in a particular country, including, but not limited to, financial infrastructure, prevailing custody and settlement systems and practices (including the use of any Compulsory Securities Depository), and the laws relating to the safekeeping and recovery of the Fund's Assets held in custody pursuant to the terms of the Custodian Agreement.
2 <PAGE>
The Delegate shall be required to make the foregoing determination to the best of its knowledge and belief based only on information reasonably available to it.
bbhcustagmtamend_2013 written contract that the Delegate has determined will provide reasonable care for Fund assets based on the standards applicable to custodians in the relevant market. Each such contract shall, except as set forth in the last paragraph of this subsection (b), include provisions that provide: (i) For indemnification or insurance arrangements (or any combination of the foregoing) such that the Fund will be adequately protected against the risk of loss of Assets held in accordance with such contract; (ii) That the Fund's 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 deposits, liens or rights in favor of creditors of such Custodian arising under bankruptcy, insolvency or similar laws; (iii) That beneficial ownership of the Fund's Assets will be freely transferable without the payment of money or value other than for safe custody or administration; (iv) That adequate records will be maintained identifying the Fund's Assets as belonging to the Fund or as being held by a third party for the benefit of the Fund; (v) That the Fund's independent public accountants will be given access to those records described in (iv) above or confirmation of the contents of such records; and (vi) That the Fund will receive sufficient and timely periodic reports with respect to the safekeeping of the Fund's Assets, including, but not limited to, notification of any transfer to or from the Fund's account or a third party account containing the Fund's Assets.
Such contract may contain, in lieu of any or all of the provisions specified in this Section 3 (b), such other provisions that the Delegate determines will provide, in their entirety, the same or a greater level of care and protection for the Fund's Assets as the specified provisions, in their entirety.
3 <PAGE>
bbhcustagmtamend_2013 particular situation. Upon request by the Fund, the Delegate will identify the name, address and principal place of business of any Eligible Foreign Custodian of the Fund's Investments and the name and address of the governmental agency or other regulatory authority that supervises or regulates such Eligible Foreign Custodian.
4
<PAGE>
7. Direction as to Eligible Foreign Custodian. Notwithstanding this Delegation Schedule, the Fund, acting through its Board or its other authorized representative, may direct the Delegate to place and maintain the Fund's Assets with a particular Eligible Foreign Custodian, including without limitation with respect to investment in countries as to which the Custodian will not provide delegation services. In such event, the Delegate will notify the Fund that the Delegate will not provide delegation services in that country. In addition, the Delegate shall be entitled to rely on any such instruction as a Proper Instruction under the terms of the Custodian Agreement and shall have no duties under this Delegation Schedule with respect to such arrangement save those that it may undertake specifically in writing with respect to each particular instance.
The Fund hereby represents and warrants that its Board of Trustees has determined that it is reasonable to rely on the Delegate to perform the delegated responsibilities provided for herein and that this Delegation Schedule has been duly authorized, executed and delivered by the Fund and is a legal, valid and binding agreement of the Fund.
5 <PAGE>
Page 26
bbhcustagmtamend_2013
U. | S. Bank. |
d. | Eligible Securities Depository - shall have the meaning set |
forth in Rule 17f-7(b)(1) under the 1940 Act.
e. Fund's Assets - shall mean any of the Fund's investments (including foreign currencies) for which the primary market is outside the United States, and such cash and cash equivalents as are reasonably necessary to effect the Fund's transactions in such investments.
6 <PAGE> f. Proper Instructions - shall have the meaning set forth in the Custodian Agreement.
g. | Sovereign Risk - shall have the meaning set forth in Section |
9.2.2 | of the Custodian Agreement. |
h. | U.S. Bank - shall have the meaning set forth in Rule 17f-5(a) |
(7) | under the 1940 Act. |
13. Governing Law and Jurisdiction. This Delegation Schedule shall be construed in accordance with the laws of the State of New York.
7 <PAGE>
Page 27
XXXXX BROTHERS XXXXXXXX & CO. | ON BEHALF OF THE FUNDS INCLUDED IN | ||
THE LIST OF FUNDS ATTACHED TO THE | |||
AMENDED AND RESTATED CUSTODIAN | |||
AGREEMENT | |||
By: /s/ Xxxxxxx X. Xxxxxx | By: /s/ Xxxxxx X. Xxxxxxx | ||
Name: | Xxxxxxx X. Xxxxxx | Name: | Xxxxxx X. Xxxxxxx |
Title: | Partner | Title: | Assistant Treasurer |
Date: | June 25, 2001 | Date: | June 25, 2001 |
8
<PAGE>
XXXXX BROTHERS XXXXXXXX - GLOBAL CUSTODY NETWORK VANGUARD
GLOBAL CUSTODY NETWORK LISTING
COUNTRY | SUBCUSTODIAN | DEPOSITORIES |
------- | ------------ | ------------ |
ARGENTINA | CITIBANK NA, BUENOS AIRES | CVSA |
Citibank, N.A., New York Agt. 7/16/81 | ||
New York Agreement Amendment 8/31/90 | ||
New York Agreement Amendment 7/26/96 | ||
AUSTRALIA | NATIONAL AUSTRALIA BANK LTD. (NAB) | Austraclear |
National Australia Bank Agt. 5/1/85 | CHESS | |
Agreement Amendment 2/13/92 | RBA | |
Omnibus Amendment 11/22/93 | ||
AUSTRIA | BANK AUSTRIA AG | OeKB |
Creditanstalt Bankverein Agreement | ||
12/18/89 | ||
Omnibus Amendment 1/17/94 | ||
BAHRAIN | HSBC BANK MIDDLE EAST, BAHRAIN FOR | None |
HONGKONG & SHANGHAI BANKING CORP. LTD. | ||
(HSBC) | ||
Hongkong & Shanghai Banking Corp. | ||
Agt. 4/19/91 | ||
Omnibus Supplement 12/29/93 | ||
Schedule 5/14/96 | ||
BBME Supplement 5/14/96 | ||
Side Letter Agreement dated 7/28/97 | ||
BANGLADESH | STANDARD CHARTERED BANK (SCB), DHAKA | None |
Standard Chartered Bank Agreement | ||
2/18/92 | ||
Omnibus Amendment 6/13/94 | ||
Appendix 0/0/00 | ||
XXXXXXX | XXXX XXXXXXXX XXXXXXX (XXX) | CIK |
Banque Bruxelles Xxxxxxx Agt. 11/15/90 | ||
Omnibus Amendment 3/1/94 | ||
BERMUDA | BANK OF N.T. XXXXXXXXXXX & SON LTD. | None |
The Bank of N.T. Xxxxxxxxxxx & Son Ltd. | ||
Agreement 5/27/97 |
Page 28
bbhcustagmtamend_2013 | ||
BOTSWANA | STANBIC BANK BOTSWANA LTD FOR STANDARD | None |
BANK OF SOUTH AFRICA (SBSA) | ||
Standard Bank of South Africa Agreement | ||
3/11/94 | ||
Subsidiary Amendment 9/29/97 | ||
BRAZIL | BANKBOSTON NA, SAO PAULO | CBLC |
The First National Bank of Boston | ||
Agreement 1/5/88 | ||
Omnibus Amendment 2/22/94 | ||
Amendment 7/29/96 | ||
BULGARIA | ING BANK NV, SOFIA | BNB |
ING Bank N.V. Agreement 9/15/97 | ||
CANADA | ROYAL BANK OF CANADA (RBC) | Bank of Canada |
The Royal Bank of Canada Agreement | ||
2/23/96 | ||
Page 1 of 7 | ||
<PAGE> | ||
COUNTRY | SUBCUSTODIAN | DEPOSITORIES |
------- | ------------ | ------------ |
CHILE | CITIBANK NA, XXXXXXXX | DCV |
Citibank, N.A., New York Agt. 7/16/81 | ||
New York Agreement Amendment 8/31/90 | ||
New York Agreement Amendment 7/26/96 | ||
CHINA | STANDARD CHARTERED BANK (SCB), SHENZHEN SSCC | |
Standard Chartered Bank Agreement 2/18/92 | ||
Omnibus Amendment 6/13/94 | ||
Appendix 4/8/96 | ||
CHINA | STANDARD CHARTERED BANK (SCB), SHANGHAI SSCCRC | |
Standard Chartered Bank Agreement 2/18/92 | ||
Omnibus Amendment 6/13/94 | ||
Appendix 4/8/96 | ||
COLOMBIA | CITITRUST COLOMBIA SA, SOCIEDAD | DCV |
FIDUCIARIA FOR CITIBANK NA | ||
Citibank, N.A., New York Agt. 7/16/81 | ||
New York Agreement Amendment 8/31/90 | ||
New York Agreement Amendment 7/26/96 | ||
Citibank, N.A./Cititrust Colombia Agreement 12/2/91 | ||
Citibank, N.A. Subsidiary Amendment 10/19/95 | ||
CROATIA | BANK AUSTRIA CREDITANSTALT CROATIA DD | SDA |
FOR BANK AUSTRIA AG | CNB | |
Creditanstalt Bankverein Agreement | Ministry of Finance | |
12/18/89 | ||
Omnibus Amendment 1/17/94 | ||
Creditanstalt AG / Bank Austria | ||
Creditanstalt Croatia d.d. Agt. 9/1/98 | ||
CYPRUS | CYPRUS POPULAR BANK LTD. | None |
(aka Laiki Bank) | ||
Cyprus Popular Bank Ltd. Agt. 2/18/98 | ||
***BBH'S RESPONSIBILITY FOR THIS SUBCUSTODIAN IS CONDITIONED | ||
ON THE ABILITY OF BBH TO RECOVER FROM THE SUBCUSTODIAN. IN | ||
Page 29 |
bbhcustagmtamend_2013
ADDITION, BBH DOES NOT ACCEPT DELEGATION IN THIS MARKET.***
CZECH REPUBLIC CITIBANK AS FOR CITIBANK NA | CNB-TKD System | |
Citibank, N.A., New York Agt. 7/16/81 | ||
New York Agreement Amendment 8/31/90 | ||
New York Agreement Amendment 7/26/96 | ||
Citibank NA / Citibank AS Agreement | ||
6/24/96 | ||
DENMARK | DANSKE BANK | VP |
Den Danske Bank Agreement 1/1/89 | ||
Omnibus Amendment 00/0/00 | ||
XXXXXXX | CITIBANK NA, QUITO | DECEVALE |
Citibank, N.A., New York Agt. 7/16/81 | ||
New York Agreement Amendment 8/31/90 | ||
New York Agreement Amendment 7/26/96 | ||
Citibank, Quito Side Letter 7/3/95 | ||
EGYPT | CITIBANK NA, CAIRO | MCSD |
Citibank, N.A., New York Agt. 7/16/81 | ||
New York Agreement Amendment 8/31/90 | ||
New York Agreement Amendment 7/26/96 | ||
FINLAND | XXXXXX BANK PLC | FCSD |
Union Bank of Finland Agreement 2/27/89 | ||
Omnibus Amendment 4/6/94 | ||
FRANCE | CREDIT AGRICOLE INDOSUEZ (CAI) | BdF |
Banque Indosuez Agreement 7/19/90 | ||
Omnibus Amendment 3/10/94 | ||
Page 2 of 7 | ||
<PAGE> | ||
COUNTRY | SUBCUSTODIAN | DEPOSITORIES |
------- | ------------ | ------------ |
GERMANY | DRESDNER BANK | CBF |
Dresdner Bank Agreement 00/0/00 | ||
XXXXX | XXXXXXXX XXXX (XXXXX) LIMITED FOR | None |
STANDARD BANK OF SOUTH AFRICA (SBSA) | ||
Standard Bank of South Africa | ||
Agreement 3/11/94 | ||
***BBH'S RESPONSIBILITY FOR THIS SUBCUSTODIAN IS CONDITIONED | ||
ON THE ABILITY OF BBH TO RECOVER FROM THE SUBCUSTODIAN. IN | ||
ADDITION, BBH DOES NOT ACCEPT DELEGATION IN THIS MARKET.*** | ||
GREECE | CITIBANK NA, ATHENS | CSD |
Citibank, N.A., New York Agt. 7/16/81 | ||
New York Agreement Amendment 8/31/90 | ||
New York Agreement Amendment 7/26/96 | ||
HONG KONG | HONGKONG & SHANGHAI BANKING | CMU |
CORPORATION LTD. | ||
Hongkong & Shanghai Banking Corp. | ||
Agt. 4/19/91 | ||
Omnibus Supplement 12/29/93 | ||
Schedule 5/14/96 | ||
HUNGARY | CITIBANK BUDAPEST RT. FOR CITIBANK NA | KELER Ltd. |
Citibank, N.A., New York Agt. 7/16/81 | ||
Page 30 |
bbhcustagmtamend_2013 | ||
New York Agreement Amendment 8/31/90 | ||
New York Agreement Amendment 7/26/96 | ||
Citibank, N.A. Subsidiary Amendment 10/19/95 | ||
Citibank, N.A. / Citibank Budapest | ||
Agreement 6/23/92 | ||
Citibank, N.A. / Citibank Budapest | ||
Amendment 9/29/92 | ||
INDIA | DEUTSCHE BANK AG, MUMBAI | NSDL |
Deutsche Bank Agreement 8/21/96 | ||
Deutsche Bank Agreement 2/19/96 | ||
INDONESIA | CITIBANK NA, JAKARTA | PT KSEI |
Citibank, N.A., New York Agt. 7/16/81 | ||
New York Agreement Amendment 8/31/90 | ||
New York Agreement Amendment 7/26/96 | ||
IRELAND | ALLIED IRISH BANKS PLC (AIB) | CREST |
Allied Irish Banks Agreement 1/10/89 | ||
Omnibus Amendment 4/8/94 | ||
ISRAEL | BANK HAPOALIM BM | TASECH |
Bank Hapoalim Agreement 8/27/92 | ||
ITALY | INTESA BCI SPA | Monte Titoli S.P.A. |
Banca Commerciale Italiana Agreement | ||
5/8/89 | ||
Agreement Amendment 10/8/93 | ||
Omnibus Amendment 12/14/93 | ||
JAPAN | BANK OF TOKYO - MITSUBISHI, LTD. (BTM) | BoJ |
Bank of Tokyo - Mitsubishi Agreement | ||
6/17/96 | ||
Page 3 of 7 | ||
<PAGE> | ||
COUNTRY | SUBCUSTODIAN | DEPOSITORIES |
------- | ------------ | ------------ |
JORDAN | HSBC BANK MIDDLE EAST, JORDAN FOR | None |
HONGKONG & SHANGHAI BANKING CORP. (HSBC) | ||
Hongkong & Shanghai Banking Corp. Agt. | ||
4/19/91 | ||
Omnibus Supplement 12/29/93 | ||
Schedule 5/14/96 | ||
BBME Supplement 5/14/96 | ||
Side letter Agreement dated 7/28/97 | ||
KENYA | STANBIC BANK KENYA LIMITED FOR STANDARD None | |
BANK OF SOUTH AFRICA (SBSA) | ||
Standard Bank of South Africa Agreement | ||
3/11/94 | ||
Subsidiary Amendment 9/29/97 | ||
KOREA | CITIBANK NA, SEOUL | KSD |
Citibank, N.A., New York Agt. 7/16/81 | ||
New York Agreement Amendment 8/31/90 | ||
New York Agreement Amendment 7/26/96 | ||
Citibank, Seoul Agreement Supplement | ||
10/28/94 | ||
LEBANON | HSBC BANK MIDDLE EAST, LEBANON FOR | Midclear |
Page 31 |
bbhcustagmtamend_2013 | ||
HONGKONG & SHANGHAI BANKING CORP. (HSBC) | ||
Hongkong & Shanghai Banking Corp. Agt. | ||
4/19/91 | ||
Omnibus Supplement 12/29/93 | ||
Schedule 5/14/96 | ||
BBME Supplement 5/14/96 | ||
Side letter Agreement dated 7/28/97 | ||
LUXEMBOURG | KREDIETBANK LUXEMBOURG (KBL) | CBL |
Kredietbank Luxembourg Agt. 4/7/98 | ||
MALAYSIA | HSBC BANK MALAYSIA BERHAD (HBMB) | BNM |
FOR HONGKONG SHANGHAI BANKING CORP. | ||
(HSBC) | ||
Hongkong & Shanghai Banking Corp. Agt. | ||
4/19/91 | ||
Omnibus Supplement 12/29/93 | ||
Schedule 5/14/96 | ||
Malaysia Subsidiary Supplement 5/23/94 | ||
Side letter Agreement dated 7/28/97 | ||
MAURITIUS | HONGKONG & SHANGHAI BANKING CORP. LTD. | CDS |
(HSBC), MAURITIUS | ||
Hongkong & Shanghai Banking Corp. Agt. | ||
4/19/91 | ||
Omnibus Supplement 12/29/93 | ||
Schedule 5/14/96 | ||
MEXICO | CITIBANK MEXICO SA FOR CITIBANK NA | Banxico |
Citibank, N.A., New York Agt. 7/16/81 | ||
New York Agreement Amendment 8/31/90 | ||
New York Agreement Amendment 7/26/96 | ||
Citibank Mexico, S.A. Amendment 2/28/95 | ||
MOROCCO | CITIBANK MAGHREB, CASABLANCA FOR | MCLR |
Citibank, N.A., New York Agt. 7/16/81 | ||
New York Agreement Amendment 8/31/90 | ||
New York Agreement Amendment 7/26/96 | ||
Side Letter Agreement pending | ||
NAMIBIA | STANDARD BANK NAMIBIA FOR STANDARD BANK None | |
OF SOUTH AFRICA (SBSA) | ||
Standard Bank of South Africa Agreement | ||
3/11/94 | ||
Subsidiary Amendment 10/3/96 | ||
NETHERLANDS | FORTIS BANK | NECIGEF |
MeesPierson NV Agreement 6/4/99 | ||
Page 4 of 7 | ||
<PAGE> | ||
COUNTRY | SUBCUSTODIAN | DEPOSITORIES |
------- | ------------ | ------------ |
NEW ZEALAND | NATIONAL AUSTRALIA BANK LTD. (NAB), | NZCSD |
AUCKLAND | ||
National Australia Bank Agt. 5/1/85 | ||
Agreement Amendment 2/13/92 | ||
Omnibus Amendment 11/22/93 | ||
New Zealand Addendum 3/7/89 | ||
NORWAY | DEN NORSKE BANK | VPS |
Page 32
bbhcustagmtamend_2013 | ||
Den norske Bank Agreement 11/16/94 | ||
OMAN | HSBC BANK MIDDLE EAST, OMAN FOR | MDSRC |
HONGKONG & SHANGHAI BANKING CORP. LTD. | ||
(HSBC) | ||
Hongkong & Shanghai Banking Corp. Agt. | ||
4/19/91 | ||
Omnibus Supplement 12/29/93 | ||
Schedule 5/14/96 | ||
BBME Supplement 5/14/96 | ||
Side letter Agreement dated 7/28/97 | ||
PAKISTAN | STANDARD CHARTERED BANK (SCB), KARACHI | CDC |
Standard Chartered Bank Agreement 2/18/92 | ||
Omnibus Amendment 6/13/94 | ||
Appendix 0/0/00 | ||
XXXX | XXXXXXXX XX, XXXX | XXXXXX |
Citibank, N.A., New York Agt. 7/16/81 | ||
New York Agreement Amendment 8/31/90 | ||
New York Agreement Amendment 7/26/96 | ||
PHILIPPINES | CITIBANK NA, MANILA | PCD |
Citibank, N.A., New York Agt. 7/16/81 | ||
New York Agreement Amendment 8/31/90 | ||
New York Agreement Amendment 7/26/96 | ||
POLAND | BANK HANDLOWY W WARSZA XXX XX (BHW) | CRBS |
FOR CITIBANK NA | ||
Citibank, N.A., New York Agt. 7/16/81 | ||
New York Agreement Amendment 8/31/90 | ||
New York Agreement Amendment 7/26/96 | ||
Citibank Subsidiary Amendment 10/30/95 | ||
Citibank, N.A. / Citibank Poland S.A. | ||
Agt. 11/6/92 | ||
PORTUGAL | BANCO COMERCIAL PORTUGUES SA (BCP) | CVM |
Banco Comercial Portugues 5/18/98 | ||
ROMANIA | ING BANK NV, BUCHAREST | BSE |
ING Bank N.V. Agreement 9/29/97 | NBR | |
SNCDD | ||
RUSSIA | CREDIT SUISSE FIRST BOSTON AO (CSFB AO) VTB | |
FOR CREDIT SUISSE, ZURICH | ||
Credit Suisse First Boston Agreement | ||
8/18/99 | ||
Credit Suisse, Zurich Agreement 4/30/96 | ||
***REQUIRES SIGNED AMENDMENT TO THE CUSTODIAN AGREEMENT PRIOR | ||
TO INVESTMENT.*** | ||
RUSSIA | CITIBANK T/O FOR CITIBANK NA | VTB |
Citibank, N.A., New York Agt. 7/16/81 | ||
New York Agreement Amendment 8/31/90 | ||
New York Agreement Amendment 7/26/96 | ||
Citibank, N.A. Subsidiary Amendment | ||
10/19/95 | ||
Citibank N.A. / Citibank T/O Agt. 6/16/97 | ||
Side Letter Agt. 8/18/97 | ||
***REQUIRES SIGNED AMENDMENT TO THE CUSTODIAN AGREEMENT PRIOR | ||
TO INVESTMENT.*** | ||
Page 5 of 7 | ||
Page 33 |
bbhcustagmtamend_2013 | ||
<PAGE> | ||
COUNTRY | SUBCUSTODIAN | DEPOSITORIES |
------- | ------------ | ------------ |
SINGAPORE | HONGKONG & SHANGHAI BANKING CORP. LTD. | CDP |
(HSBC), SINGAPORE | ||
Hongkong & Shanghai Banking Corp. Agt. | ||
4/19/91 | ||
Omnibus Supplement 12/29/93 | ||
Schedule 5/14/96 | ||
SLOVAKIA | ING BANK NV, BRATISLAVA | NBS |
ING Bank N.V. Agreement 9/1/98 | ||
SLOVENIA | BANK AUSTRIA CREDITANSTALT DD LJUBLJANA KDD | |
Creditanstalt Bankverein Agreement | ||
12/18/89 | ||
Omnibus Amendment 1/17/94 | ||
Master Subcustodian Agreement 4/17/98 | ||
Amendment dated 4/17/98 | ||
Amendment dated 00/00/00 | ||
XXXXX XXXXXX | XXXXXXXX XXXX XX XXXXX XXXXXX (SBSA) | CDL |
Standard Bank of South Africa Agreement | ||
3/11/94 | ||
SPAIN | BANCO SANTANDER CENTRAL HISPANO SA | Banco de Espana |
(BSCH) | ||
Banco de Santander Agreement 12/14/88 | ||
SRI LANKA | HONGKONG & SHANGHAI BANKING CORP. LTD. | CDS |
(HSBC), COLOMBO | ||
Hongkong & Shanghai Banking Corp. Agt. | ||
4/19/91 | ||
Omnibus Supplement 12/29/93 | ||
Schedule 5/14/96 | ||
SWAZILAND | STANDARD BANK SWAZILAND LTD FOR | None |
STANDARD BANK OF SOUTH AFRICA (SBSA) | ||
Standard Bank of South Africa Agreement | ||
3/11/94 | ||
Subsidiary Amendment 9/29/97 | ||
SWEDEN | SKANDINAVISKA ENSKILDA BANKEN (SEB) | VPC |
Skandinaviska Enskilden Banken Agreement | ||
2/20/89 | ||
Omnibus Amendment 12/3/93 | ||
SWITZERLAND | UBS AG | SIS |
Union Bank of Switzerland Agreement | ||
12/20/88 | ||
Omnibus Amendment 11/29/94 | ||
TAIWAN | STANDARD CHARTERED BANK (SCB), TAIPEI | TSCD |
Standard Chartered Bank Agreement 2/18/92 | ||
Omnibus Amendment 6/13/94 | ||
Appendix 4/8/96 | ||
THAILAND | HONGKONG & SHANGHAI BANKING CORP. LTD. | TSDC |
(HSBC), BANGKOK | ||
Hongkong & Shanghai Banking Corp. Agt. | ||
4/19/91 |
Page 34
bbhcustagmtamend_2013 | ||
Omnibus Supplement 12/29/93 | ||
Schedule 5/14/96 | ||
TRANSNATIONAL | XXXXX BROTHERS XXXXXXXX & CO. (BBH&CO.) CBL | |
XXXXXX | XXXXXXXX XX, XXXXXXXX | CBT |
Citibank, N.A., New York Agt. 7/16/81 | ||
New York Agreement Amendment 8/31/90 | ||
New York Agreement Amendment 7/26/96 | ||
Page 6 of 7 | ||
<PAGE> | ||
COUNTRY | SUBCUSTODIAN | DEPOSITORIES |
------- | ------------ | ------------ |
UNITED KINGDOM HSBC BANK PLC | CMO | |
Midland Bank Agreement 8/8/90 | ||
Omnibus Amendment 12/15/93 | ||
URUGUAY | BANKBOSTON NA, MONTEVIDEO | None |
The First National Bank of Boston | ||
Agreement 1/5/88 | ||
Omnibus Amendment 2/22/94 | ||
Amendment 7/29/96 | ||
Uruguay Amendment 10/18/96 | ||
VENEZUELA | CITIBANK NA, CARACAS | CVV |
Citibank, N.A., New York Agt. 7/16/81 | ||
New York Agreement Amendment 8/31/90 | ||
New York Agreement Amendment 7/26/96 | ||
ZAMBIA | STANBIC BANK ZAMBIA LTD FOR STANDARD | BoZ |
BANK OF SOUTH AFRICA (SBSA) | ||
Standard Bank of South Africa Agreement | ||
3/11/94 | ||
Subsidiary Amendment 10/3/96 | ||
ZIMBABWE | STANBIC BANK ZIMBABWE LTD FOR STANDARD | None |
BANK OF SOUTH AFRICA (SBSA) | ||
Standard Bank of South Africa Agreement | ||
3/11/94 | ||
Subsidiary Amendment 10/3/96 | ||
Page 7 of 7 | ||
<PAGE> | ||
XXXXX BROTHERS XXXXXXXX - GLOBAL CUSTODY NETWORK | ||
VANGUARD | ||
SUBCUSTODIAN LIABILITY APPENDIX | ||
COUNTRY | SUBCUSTODIAN | DEPOSITORIES |
------- | ------------ | ------------ |
CYPRUS | THE CYPRUS POPULAR BANK LTD. | None |
(aka Laiki Bank) | ||
Cyprus Popular Bank Ltd. Agt. 2/18/98 | ||
GHANA | MERCHANT BANK (GHANA) LIMITED FOR | None |
STANDARD BANK OF SOUTH AFRICA (SBSA) | ||
Standard Bank of South Africa | ||
Agreement 3/11/94 |
Page 35
bbhcustagmtamend_2013 <PAGE>
AMENDMENT TO THE AMENDED AND RESTATED CUSTODIAN AGREEMENT
AMENDMENT entered into as of this 16th day of August, 2007 to the Amended and Restated Custodian Agreement between certain open-ended management investment companies (each investment company a "Fund") on behalf of certain of their series and XXXXX BROTHERS XXXXXXXX & CO. (the "Custodian") dated as of June 25, 2001 (the "Agreement").
In consideration of the Custodian's offering subcustodial services to the Fund in Russia, the Fund and the Custodian agree that the Agreement is hereby amended as follows:
1. SECTION 5. SAFEKEEPING OF FUND ASSETS is amended by the addition of the following phrase at the end of said Section: "The Custodian's responsibility for safekeeping equity securities of Russian issuers ("Russian Equities") hereunder shall be limited to the safekeeping of relevant share extracts from the share registration books maintained by the entities providing share registration services to issuers of Russian Equities (each a "Registrar") indicating an investor's ownership of such securities (each a "Share Extract")." .
2. SECTION 5.1 USE OF SECURITIES DEPOSITORIES is amended by the addition of the following at the end of said Section:
"With respect to Russia, the Fund hereby expressly acknowledges that a Subcustodian for Russian securities may from time to time delegate any of its duties and responsibilities to any securities depository, clearing agency, share registration agent or sub-subcustodian (collectively, "Russian Agent") in Russia, including without limitation Rosvneshtorgbank (also called Vneshtorgbank RF) ("VTB"). The Fund acknowledges that the rights of the Subcustodian against any such Russian Agent may consist only of a contractual claim against the Russian Agent.
Notwithstanding any provision of this Agreement to the contrary, neither the Custodian nor the Subcustodian shall be responsible or liable to the Fund or its shareholders for the acts or omissions of any such Russian Agent In the event of a loss of securities or cash held on behalf of a Fund through any Russian Agent, the Custodian shall not be responsible to the Fund or its shareholders unless and to the extent it in fact recovers from the Subcustodian."
<PAGE>
3. SECTION 5.4 BOOK ENTRY ASSETS, is amended by the addition of the following at the end of said Section: "With respect to Russian Equities, the Custodian shall instruct a Subcustodian to endeavor to assure that registration thereof shall be reflected on the books of the issuer's Registrar, subject to the following conditions, but shall in no event be liable for losses or costs incurred as a result of delays or failures in the registration process, including without limitation the inability to obtain or enforce relevant Share Extracts, unless such losses or costs are a consequence of the Custodian's negligence, bad faith or willful misconduct Such registration may be in the name of a nominee of a Subcustodian In the event registration is in the name of a Fund, the Fund hereby acknowledges that only the Custodian or Subcustodian may give instructions to the Registrar to transfer or engage in other transactions involving the Russian Equities so registered.
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A Subcustodian may from time to time enter into contracts with Registrars with respect to the registration of Russian Equities ("Registrar Contracts"). Such Registrar Contracts shall provide for (i) regular (but in no event less than quarterly ) share confirmations by the Subcustodian, (ii) registrations within set timeframes, (iii) use of a Subcustodian's nominee name, (iv) direct access by auditors of the Subcustodian or its clients to share registers, and (v) specification of the Registrar's responsibilities and liabilities. It is hereby acknowledged and agreed that the Custodian does not represent or warrant that such Registrar Contracts are enforceable.
If the Fund instructs the Custodian to settle a purchase of a Russian Equity, the Custodian will instruct a Subcustodian to endeavor on a best efforts basis to reregister the Russian Equity and obtain a Share Extract in a timely manner.
After completion of reregistration of a Russian Equity in respect of which a Subcustodian has entered into a Registrar Contract, the Custodian shall instruct the Subcustodian to monitor such registrar on a best efforts basis and to notify the Custodian upon the Subcustodian obtaining knowledge of the occurrence of any of the following events ("Registrar Events"): (i) a Registrar has eliminated a shareholder from the register or has altered registration records and that shareholder alleges that such elimination or alteration was unlawful; (ii) a Registrar has refused to register securities in the name of a particular purchaser and the purchaser or seller has alleged that the registrar's refusal to so register was unlawful; (iii) a Registrar holds for its own account shares of an issuer for which it serves as registrar, (iv) if a Registrar Contract is in effect with a Registrar, the Registrar notifies the Subcustodian that it will no longer be able materially to comply with the terms of the Registrar Contract; or (v) if a Registrar Contract is in effect with a Registrar, the Registrar has materially breached such Contract. The Custodian shall inform the Fund of the occurrence of a Registrar Event provided the Custodian has in fact received actual notice thereof from the Subcustodian.
It shall be the sole responsibility of the Fund to contact the Custodian prior to executing any transaction in a Russian Equity to determine whether a Registrar Contract exists in respect of such issuer.
If the Fund instructs the Custodian by Proper Instruction to settle a purchase of a Russian Equity in respect of which the Subcustodian has not entered into a Registrar Contract, then the Custodian shall instruct the Subcustodian to endeavor to settle such transaction in accordance with the Proper Instruction and with the provisions of Section 6.1 of this Agreement, notwithstanding the absence of any such Registrar Contract and without the Custodian being required to notify the Fund that no such Registrar Contract is then in effect, and it being understood that neither the Custodian nor the Subcustodian shall be required to follow the procedure set forth in the second preceding paragraph."
<PAGE>
4. SECTION 6. ADMINISTRATIVE DUTIES OF THE CUSTODIAN is amended by the addition of the following at the end of said Section: "With respect to Russia, the Fund hereby expressly acknowledges the nominee concept of account ownership is not recognized in Russia. Although the account with the Subcustodian will be opened in the name of BBH&Co. in the name of the Fund and on the Fund's behalf as custodian, the Fund may not be considered the beneficial owner of the assets in that account under Russian law.
The Fund hereby expressly acknowledges that an unincorporated entity may not be recognized as a legal entity in Russia In addition, only recognized legal entities may grant a power of attorney to a custodian in Russia.
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Accordingly, market participants (i.e. registrars) (i) may not recognize an unincorporated entity as a valid legal entity in Russia, (ii) may require documentation in support of legal status that does not exist based upon an unincorporated entity legal structure under applicable law, or (iii) may refuse to accept the supporting documentation that an unincorporated entity provides. In addition and based upon entity status and/or an inability to produce requested or adequate documentation in support of legal status, third parties in Russia (i) may refuse to accept a power of attorney given by us to Subcustodian for the purpose of exercising voting and other rights on our behalf in connection with Russian securities undergoing corporate actions, and (ii) may not pay or may delay receipt of entitlements to our account." 5. SECTION 6.1 PURCHASE OF INVESTMENTS is amended by the addition of the following at the end of said Section: "Without limiting the generality of the foregoing, the following provisions shall apply with respect to settlement of purchases of securities in Russia. Unless otherwise instructed by Proper Instructions acceptable to the Custodian, the Custodian shall only authorize a Subcustodian to make payment for purchases of Russian Equities upon receipt of the relevant Share Extract in respect of the Portfolio's purchases. With respect to securities other than Russian Equities, settlement of purchases shall be made in accordance with securities processing or settlement practices which the Custodian in its discretion determines to be a market practice. The Custodian shall only be responsible for securities purchased upon actual receipt of such securities at the premises of its Subcustodian, provided that the Custodian's responsibility for securities represented by Share Extracts shall be limited to the safekeeping of the relevant Share Extract upon actual receipt of such Share Extract at the premises of the Subcustodian" 6. SECTION 6.2 SALE OF INVESTMENTS amended by the addition of the following at the end of said Section: "Without limiting the generality of the foregoing, the following provisions shall apply with respect to settlement of sales of securities in Russia Unless otherwise expressly instructed by Proper Instructions acceptable to the Custodian, settlement of sales of securities shall be made in accordance with securities processing or settlement practices which the Custodian in its discretion determines to be a market practice. The Fund hereby expressly acknowledges that such market practice might require delivery of securities prior to receipt of payment and that the Fund bears the risk of payment in instances where delivery of securities is made prior to receipt of payment <PAGE>
therefor in accordance with Proper Instructions received by the Custodian or pursuant to the Custodian's determination in its discretion that such delivery is in accordance with market practice. The Custodian shall not be responsible for any securities delivered from the premises of the Subcustodian from the time they leave such premises."
7. | SECTION 6.13 TAXES is amended by the insertion of the following at the end of said Section: |
"It is agreed that the Fund shall be responsible for preparation and filing of tax returns, reports and other documents on any activities it undertakes in Russia which are required under applicable law to be filed by the Fund with any relevant governmental or other authority in Russia and for the payment of any taxes, levies, duties Page 38
bbhcustagmtamend_2013 or similar liability the Fund is required under applicable law to pay to any relevant governmental authority in Russia in respect of property held or sold in Russia or of payments or distributions received in respect thereof in Russian
8. | A NEW SECTION 16.15 RISK ACKNOWLEDGMENT is added after the end of the said Section 16.14: "The Fund hereby acknowledges and represents to the Custodian |
that it has undertaken its own review of the risks associated with investment in Russia and has concluded that such investment is appropriate for the Fund and in no way conflicts with the Fund's constitutive documents, investment objective, duties to its shareholders or with any regulatory requirements applicable to the Fund." MISCELLANEOUS
a) | Other than as amended hereby, all terms and provisions of the Agreement are hereby ratified and affirmed as of the date hereof and are hereby extended to give effect to the terms hereof. |
b) | By signing below where indicated, each of the Custodian and the Fund hereby ratifies and affirms each of the respective representations and warranties set forth in the Agreement and confirms that each such respective representation and warranty remains true and correct as of the date hereof. |
c) | Upon receipt by the Custodian of a fully executed copy of this Amendment, this Amendment shall be deemed to be executed as an instrument under seal and governed by such laws as provided in the Agreement. This Amendment may be executed in original counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Amendment. This Amendment together with the Agreement represents the entire agreement and understanding of the parties hereto. |
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first set forth above.
The undersigned acknowledges that (I/we) have received a copy of this document
<TABLE> | |
<CAPTION> | |
<S> | <C> |
XXXXX BROTHERS XXXXXXXX & CO. | VANGUARD INTERNATIONAL EQUITY |
INDEX FUNDS | |
BY: /s/ Xxxxx Xxxxxxxx | BY: /s/ Xxxxxx X Xxxxxxx |
------------------------------------ | --------------------------------------- |
On behalf of the series included | |
on Schedule |
Page 39
bbhcustagmtamend_2013
A attached hereto
Title: Treasurer
--------------------------------
</TABLE>
<PAGE>
Schedule A
Vanguard Emerging Markets Stock Index Fund Vanguard FTSE All-World ex US-Index Fund <PAGE>
<PAGE>
Page 1 of 1
LIST OF FUNDS
AMENDED SCHEDULE TO THE CUSTODIAN AGREEMENT BETWEEN
CERTAIN OPEN-END MANAGEMENT INVESTMENT COMPANIES ("FUNDS") and XXXXX BROTHERS XXXXXXXX & CO.
The following is a list of Funds and their Series for which the Custodian serves under an Amended Custodian Agreement dated as of June 25, 2001 (the "Agreement"):
The following series of Vanguard Horizon Funds: Vanguard Global Equity Fund
The following series of Vanguard International Equity Index Funds: Vanguard Emerging Markets Stock Index Fund Vanguard European Stock Index Fund Vanguard FTSE All-World ex-US Index Fund Vanguard Pacific Stock Index Fund
The following series of Vanguard Xxxxxxxxxx Funds: Vanguard Market Neutral Fund The following series of Vanguard Tax-Managed Funds Vanguard Tax-Managed International Fund The following series of Vanguard Trustees' Equity Fund: Vanguard International Value Fund The following series of Vanguard Valley Forge Funds: Vanguard Managed Payout Real Growth Fund Vanguard Managed Payout Moderate Growth Fund Page 40
bbhcustagmtamend_2013
Vanguard Managed Payout Capital Preservation Fund
The following series of Vanguard Variable Insurance Funds: International Portfolio
The following series of Vanguard World Funds: Vanguard Consumer Discretionary Index Fund Vanguard Consumer Staples Index Fund Vanguard Energy Index Fund Vanguard Financials Index Fund Vanguard Health Care Index Fund Vanguard Industrials Index Fund Vanguard Information Technology Index Fund Vanguard Materials Index Fund Vanguard Mega Cap 300 Index Fund Vanguard Mega Cap 300 Growth Index Fund Vanguard Mega Cap 300 Value Index Fund Vanguard Telecommunication Services Index Fund Vanguard Utilities Index Fund
FUNDS | XXXXX BROTHERS XXXXXXXX & CO. |
By: /s/Xxxxxx X. Xxxxxxx | By: /s/Xxxxx X. Xxxx |
------------------------ | --------------------- |
Name: Xxxxxx X. Xxxxxxx | Name: Xxxxx X. Xxxx |
Title: Treasurer | Title: Managing Director |
<PAGE> |
LIST OF FUNDS
AMENDED SCHEDULE TO THE CUSTODIAN AGREEMENT BETWEEN
CERTAIN OPEN-END MANAGEMENT INVESTMENT COMPANIES ("FUNDS") and XXXXX BROTHERS XXXXXXXX & CO.
The following is a list of Funds and their Series for which the Custodian serves under an Amended Custodian Agreement dated as of June 25, 2001 (the "Agreement"):
The following series of Vanguard Horizon Funds: Vanguard Global Equity Fund
The following series of Vanguard International Equity Index Funds: Vanguard Emerging Markets Stock Index Fund Vanguard European Stock Index Fund Vanguard FTSE All-World ex-US Index Fund Vanguard Pacific Stock Index Fund
The following series of Vanguard Xxxxxxxxxx Funds: Vanguard Market Neutral Fund The following series of Vanguard Tax-Managed Funds Vanguard Tax-Managed International Fund The following series of Vanguard Trustees' Equity Fund: Vanguard International Value Fund The following series of Vanguard Valley Forge Funds: Vanguard Managed Payout Growth Focus Fund Page 41
bbhcustagmtamend_2013
Vanguard Managed Payout Growth and Distribution Fund Vanguard Managed Payout Distribution Focus Fund The following series of Vanguard Variable Insurance Funds: International Portfolio The following series of Vanguard World Funds: Vanguard Consumer Discretionary Index Fund Vanguard Consumer Staples Index Fund Vanguard Energy Index Fund Vanguard Financials Index Fund Vanguard Health Care Index Fund Vanguard Industrials Index Fund Vanguard Information Technology Index Fund Vanguard Materials Index Fund Vanguard Mega Cap 300 Index Fund Vanguard Mega Cap 300 Growth Index Fund Vanguard Mega Cap 300 Value Index Fund Vanguard Telecommunication Services Index Fund Vanguard Utilities Index Fund
IN WITNESS WHEREOF, each of the parties hereto has caused this Schedule to be executed in its name and on behalf of such Funds on March 6, 2008
FUNDS | XXXXX BROTHERS XXXXXXXX & CO. |
By: /s/Xxxxxx X. Xxxxxxx | By: /s/Xxxxx X. Xxxx |
------------------------ | -------------------- |
Name: Xxxxxx X. Xxxxxxx | Name: Xxxxx X. Xxxx |
Title: Treasurer | Title:Treasurer |
<PAGE> |
LIST OF FUNDS
AMENDED SCHEDULE TO THE CUSTODIAN AGREEMENT BETWEEN
CERTAIN OPEN-END MANAGEMENT INVESTMENT COMPANIES ("FUNDS") and XXXXX BROTHERS XXXXXXXX & CO.
The following is a list of Funds and their Series for which the Custodian serves under an Amended Custodian Agreement dated as of June 25, 2001 (the "Agreement"): The following series of Vanguard Horizon Funds: Vanguard Global Equity Fund The following series of Vanguard International Equity Index Funds: Vanguard Emerging Markets Stock Index Fund Vanguard European Stock Index Fund Vanguard FTSE All-World ex-US lndex Fund Vanguard Pacific Stock Index Fund Vanguard Total World Stock Index Fund The following series of Vanguard Xxxxxxxxxx Funds: Vanguard Market Neutral Fund The following series of Vanguard Tax-Managed Funds Page 42
bbhcustagmtamend_2013 Vanguard Tax-Managed International Fund
The following series of Vanguard Trustees' Equity Fund: Vanguard International Value Fund The following series of Vanguard Valley Forge Funds: Vanguard Managed Payout Growth Focus Fund Vanguard Managed Payout Growth and Distribution Fund Vanguard Managed Payout Distribution Focus Fund The following series of Vanguard Variable Insurance Funds International Portfolio
The following series of Vanguard World Funds: Vanguard Consumer Discretionary lndex Fund Vanguard Consumer Staples lndex Fund Vanguard Energy lndex Fund Vanguard Financials Index Fund Vanguard Health Care Index Fund Vanguard Industrials Index Fund Vanguard Information Technology Index Fund Vanguard Materials Index Fund Vanguard Mega Cap 300 Index Fund Vanguard Mega Cap 300 Growth Index Fund Vanguard Mega Cap 300 Value lndex Fund Vanguard Telecommunication Services lndex Fund Vanguard Utilities Index Fund
FUNDS | XXXXX BROTHERS XXXXXXXX & CO. |
By: /s/Xxxxxx X. Xxxxxxx | By: /s/X. Xxxxx Xxxxxxxx |
------------------------ | ------------------------ |
Name: Xxxxxx X. Xxxxxxx | Name: X. Xxxxx Xxxxxxxx |
Title: Treasurer | Title: Managing Director |
<PAGE> |
LIST OF FUNDS
AMENDED SCHEDULE TO THE CUSTODIAN AGREEMENT BETWEEN
CERTAIN OPEN-END MANAGEMENT INVESTMENT COMPANIES ("FUNDS") and XXXXX BROTHERS XXXXXXXX & CO.
The following is a list of Funds and their Series for which the Custodian serves under an Amended Custodian Agreement dated as of June 25, 2001 (the "Agreement"):
The following series of Vanguard Horizon Funds: Vanguard Global Equity Fund
The following series of Vanguard International Equity Index Funds: Vanguard Emerging Markets Stock Index Fund Vanguard European Stock Index Fund Vanguard FTSE All-World ex-US Index Fund Page 43
bbhcustagmtamend_2013
Vanguard FTSE All-World ex-US Small-Cap Index Fund Vanguard Pacific Stock Index Fund Vanguard Total World Stock Index Fund The following series of Vanguard Xxxxxxxxxx Funds: Vanguard Market Neutral Fund The following series of Vanguard STAR Funds: Vanguard Developed Markets Index Fund Vanguard Institutional Developed Markets Index Fund The following series of Vanguard Tax-Managed Funds Vanguard Tax-Managed International Fund The following series of Vanguard Trustees' Equity Fund: Vanguard International Value Fund The following series of Vanguard Valley Forge Funds: Vanguard Managed Payout Growth Focus Fund Vanguard Managed Payout Growth and Distribution Fund Vanguard Managed Payout Distribution Focus Fund The following series of Vanguard Variable Insurance Funds: International Portfolio The following series of Vanguard World Funds: Vanguard Consumer Discretionary Index Fund Vanguard Consumer Staples Index Fund Vanguard Energy Index Fund Vanguard Financials Index Fund Vanguard Health Care Index Fund Vanguard Industrials Index Fund Vanguard Information Technology Index Fund Vanguard Materials Index Fund Vanguard Mega Cap 300 Index Fund Vanguard Mega Cap 300 Growth Index Fund Vanguard Mega Cap 300 Value Index Fund Vanguard Telecommunication Services Index Fund Vanguard Utilities Index Fund
IN WITNESS WHEREOF, each of the parties hereto has caused this Schedule to be executed in its name and on behalf of such Funds on ___April 30__________, 2009.
<TABLE> <CAPTION> <S> FUNDS By: __/s/Xxxxxx X. Higgins_______ Name: Xxxxxx X. Xxxxxxx Title: Chief Financial Officer </TABLE> <PAGE> |
<C> XXXXX BROTHERS XXXXXXXX & CO. By: ____/s/X. Xxxxx Reynolds_____ Name: ___F. Xxxxx Reynolds_______ Title: __Managing Director_______ |
LIST OF FUNDS
AMENDED SCHEDULE TO THE CUSTODIAN AGREEMENT BETWEEN
CERTAIN OPEN-END MANAGEMENT INVESTMENT COMPANIES ("FUNDS") Page 44
bbhcustagmtamend_2013 and XXXXX BROTHERS XXXXXXXX & CO.
The following is a list of Funds and their Series for which the Custodian serves under an Amended Custodian Agreement dated as of June 25, 2001 (the "Agreement"):
The following series of Vanguard Horizon Funds: Vanguard Global Equity Fund
The following series of Vanguard Index Funds: Vanguard 500 Index Fund Vanguard Extended Market Index Fund Vanguard Large-Cap Index Fund Vanguard Mid-Cap Index Fund Vanguard Small-Cap Growth Index Fund Vanguard Small-Cap Value Index Fund Vanguard Value Index Fund
The following series of Vanguard International Equity Index Funds: Vanguard Emerging Markets Stock Index Fund Vanguard European Stock Index Fund Vanguard FTSE All-World ex-US Index Fund Vanguard FTSE All-World ex-US Small-Cap Index Fund Vanguard Pacific Stock Index Fund Vanguard Total World Stock Index Fund
The following series of Vanguard Xxxxxxxxxx Funds: Vanguard Market Neutral Fund The following series of Vanguard STAR Funds: Vanguard Developed Markets Index Fund Vanguard Institutional Developed Markets Index Fund The following series of Vanguard Specialized Funds: Vanguard REIT Index Fund The following series of Vanguard Tax-Managed Funds: Vanguard Tax-Managed Capital Appreciation Fund Vanguard Tax-Managed Growth and Income Fund Vanguard Tax-Managed International Fund Vanguard Tax-Managed Small-Cap Fund The following series of Vanguard Trustees' Equity Fund: Vanguard International Value Fund
<PAGE>
The following series of Vanguard Valley Forge Funds: Vanguard Managed Payout Growth Focus Fund Vanguard Managed Payout Growth and Distribution Fund Vanguard Managed Payout Distribution Focus Fund The following series of Vanguard Variable Insurance Funds: International Portfolio
The following series of Vanguard World Fund: Vanguard Consumer Discretionary Index Fund Vanguard Consumer Staples Index Fund Vanguard Energy Index Fund Vanguard Financials Index Fund Vanguard Health Care Index Fund Page 45
bbhcustagmtamend_2013 Vanguard Industrials Index Fund Vanguard Information Technology Index Fund Vanguard Materials Index Fund Vanguard Mega Cap 300 Index Fund Vanguard Mega Cap 300 Growth Index Fund Vanguard Mega Cap 300 Value Index Fund Vanguard Telecommunication Services Index Fund Vanguard Utilities Index Fund
IN WITNESS WHEREOF, each of the parties hereto has caused this Schedule to be executed in its name and on behalf of such Funds on ____8/12_____________, 2009.
<TABLE> <CAPTION> <S> FUNDS By: __/s/Xxxxxxx X. Hyatt_______ Name: Xxxxxxx X. Xxxxx Title: Treasurer </TABLE> |
<C> XXXXX BROTHERS XXXXXXXX & CO. By: ____/s/Xxxxxxxx X. Fallan_____ Name: ___Patricia R. Fallan_______ Title: __Managing Director_______ |
28
<PAGE>
LIST OF FUNDS
AMENDED SCHEDULE TO THE CUSTODIAN AGREEMENT BETWEEN
CERTAIN OPEN-END MANAGEMENT INVESTMENT COMPANIES ("FUNDS") and XXXXX BROTHERS XXXXXXXX & CO.
The following is a list of Funds and their Series for which the Custodian serves under an Amended Custodian Agreement dated as of June 25, 2001 (the "Agreement"):
The following series of Vanguard Explorer Fund: Vanguard Explorer Fund The following series of Vanguard Fenway Funds: Vanguard Equity Income Fund The following series of Vanguard Horizon Funds: Vanguard Global Equity Fund The following series of Vanguard Index Funds: Vanguard 500 Index Fund Vanguard Extended Market Index Fund Vanguard Large-Cap Index Fund Vanguard Mid-Cap Index Fund Vanguard Small-Cap Growth Index Fund Vanguard Small-Cap Value Index Fund Vanguard Value Index Fund
The following series of Vanguard Institutional Index Funds: Vanguard Institutional Total Stock Market Index Fund The following series of Vanguard International Equity Index Funds: Vanguard Emerging Markets Stock Index Fund Vanguard European Stock Index Fund Vanguard FTSE All-World ex-US Index Fund Page 46
bbhcustagmtamend_2013
Vanguard FTSE All-World ex-US Small-Cap Index Fund Vanguard Pacific Stock Index Fund Vanguard Total World Stock Index Fund The following series of Vanguard Malvern Funds: Vanguard Asset Allocation Fund Vanguard Capital Value Fund Vanguard U.S. Value Fund The following series of Vanguard Xxxxxxxxxx Funds: Vanguard Market Neutral Fund The following series of Vanguard Xxxxxx Growth Fund: Vanguard Xxxxxx Growth Fund
<PAGE>
The following series of Vanguard STAR Funds: Vanguard Developed Markets Index Fund Vanguard Institutional Developed Markets Index Fund The following series of Vanguard Specialized Funds: Vanguard Dividend Growth Fund Vanguard Energy Fund Vanguard REIT Index Fund The following series of Vanguard Tax-Managed Funds: Vanguard Tax-Managed Capital Appreciation Fund Vanguard Tax-Managed Growth and Income Fund Vanguard Tax-Managed International Fund Vanguard Tax-Managed Small-Cap Fund The following series of Vanguard Trustees' Equity Fund: Vanguard Diversified Equity Fund Vanguard International Value Fund The following series of Vanguard Valley Forge Funds: Vanguard Managed Payout Growth Focus Fund Vanguard Managed Payout Growth and Distribution Fund Vanguard Managed Payout Distribution Focus Fund The following series of Vanguard Variable Insurance Funds: Equity Income Portfolio International Portfolio Total Stock Market Index Portfolio
The following series of Vanguard Whitehall Funds: Vanguard Mid-Cap Growth Fund The following series of Vanguard Windsor Funds: Vanguard Windsor Fund Vanguard Windsor II Fund The following series of Vanguard World Fund: Vanguard Consumer Discretionary Index Fund Vanguard Consumer Staples Index Fund Vanguard Energy Index Fund Vanguard Financials Index Fund Vanguard Health Care Index Fund Page 47
bbhcustagmtamend_2013 Vanguard Industrials Index Fund Vanguard Information Technology Index Fund Vanguard Materials Index Fund Vanguard Mega Cap 300 Index Fund Vanguard Mega Cap 300 Growth Index Fund Vanguard Mega Cap 300 Value Index Fund Vanguard Telecommunication Services Index Fund Vanguard U.S. Growth Fund Vanguard Utilities Index Fund
IN WITNESS WHEREOF, each of the parties hereto has caused this Schedule to be executed in its name and on behalf of such Funds on ____9/3_____________, 2009.
<TABLE> <CAPTION> <S> FUNDS By: __/s/Xxxxxxx X. Hyatt_______ Name: Xxxx Xxxxxxx Title: Asst. Treasurer </TABLE> |
<C> XXXXX BROTHERS XXXXXXXX & CO. By: ____/s/Xxxxxxxx X. Fallan_____ Name: ___Patricia R. Fallan_______ Title: __Managing Director_______ |
LIST OF FUNDS
AMENDED SCHEDULE TO THE CUSTODIAN AGREEMENT
BETWEEN CERTAIN OPEN-END MANAGEMENT INVESTMENT COMPANIES ("FUNDS") and XXXXX BROTHERS XXXXXXXX & CO.
The following is a list of Funds and their Series for which the Custodian serves under an Amended Custodian Agreement dated as of June 25, 2001 (the "Agreement"): The following series of Vanguard Explorer Fund: Vanguard Explorer Fund The following series of Vanguard Fenway Funds: Vanguard Equity Income Fund The following series of Vanguard Horizon Funds: Vanguard Global Equity Fund The following series of Vanguard Index Funds: Vanguard 500 Index Fund Vanguard Extended Market Index Fund Vanguard Large-Cap Index Fund Vanguard Mid-Cap Index Fund Vanguard Small-Cap Growth Index Fund Vanguard Small-Cap Value Index Fund Vanguard Value Index Fund The following series of Vanguard Institutional Index Funds: Vanguard Institutional Total Stock Market Index Fund The following series of Vanguard International Equity Index Funds: Vanguard Emerging Markets Stock Index Fund Vanguard European Stock Index Fund Vanguard FTSE All-World ex-US Index Fund Vanguard FTSE All-World ex-US Small-Cap Index Fund Vanguard Global ex-U.S. Real Estate Index Fund Vanguard Pacific Stock Index Fund Vanguard Total World Stock Index Fund The following series of Vanguard Malvern Funds: Vanguard Asset Allocation Fund Vanguard Capital Value Fund
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Vanguard U.S. Value Fund
The following series of Vanguard Xxxxxxxxxx Funds: Vanguard Market Neutral Fund The following series of Vanguard Xxxxxx Growth Fund: Vanguard Xxxxxx Growth Fund
The following series of Vanguard STAR Funds: Vanguard Developed Markets Index Fund The following series of Vanguard Specialized Funds: Vanguard Dividend Growth Fund Vanguard Energy Fund Vanguard REIT Index Fund The following series of Vanguard Tax-Managed Funds: Vanguard Tax-Managed Capital Appreciation Fund Vanguard Tax-Managed Growth and Income Fund Vanguard Tax-Managed International Fund Vanguard Tax-Managed Small-Cap Fund The following series of Vanguard Trustees' Equity Fund: Vanguard Diversified Equity Fund Vanguard International Value Fund The following series of Vanguard Valley Forge Funds: Vanguard Managed Payout Growth Focus Fund Vanguard Managed Payout Growth and Distribution Fund Vanguard Managed Payout Distribution Focus Fund The following series of Vanguard Variable Insurance Funds: Equity Income Portfolio International Portfolio Total Stock Market Index Portfolio The following series of Vanguard Whitehall Funds: Vanguard Mid-Cap Growth Fund The following series of Vanguard Windsor Funds: Vanguard Windsor Fund Vanguard Windsor II Fund The following series of Vanguard World Fund: Vanguard Consumer Discretionary Index Fund Vanguard Consumer Staples Index Fund Vanguard Energy Index Fund Vanguard Financials Index Fund Vanguard Health Care Index Fund Vanguard Industrials Index Fund Vanguard Information Technology Index Fund Vanguard Materials Index Fund Vanguard Mega Cap 300 Index Fund Vanguard Mega Cap 300 Growth Index Fund Vanguard Mega Cap 300 Value Index Fund Vanguard Telecommunication Services Index Fund Vanguard U.S. Growth Fund Vanguard Utilities Index Fund <TABLE> <CAPTION> <S> <C>
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FUNDS By: Name: Xxxx X. Xxxxxxx Title: Asst. Treasurer </Table> |
XXXXX BROTHERS XXXXXXXX & CO. By: Name: Title: |
LIST OF FUNDS
AMENDED SCHEDULE TO THE CUSTODIAN AGREEMENT BETWEEN
CERTAIN OPEN-END MANAGEMENT INVESTMENT COMPANIES ("FUNDS") and XXXXX BROTHERS XXXXXXXX & CO.
The following is a list of Funds and their Series for which the Custodian serves under an Amended Custodian Agreement dated as of June 25, 2001 (the "Agreement"): The following series of Vanguard Explorer Fund: Vanguard Explorer Fund The following series of Vanguard Fenway Funds: Vanguard Equity Income Fund The following series of Vanguard Horizon Funds: Vanguard Global Equity Fund The following series of Vanguard Index Funds: Vanguard 500 Index Fund Vanguard Extended Market Index Fund Vanguard Large-Cap Index Fund Vanguard Mid-Cap Index Fund Vanguard Small-Cap Growth Index Fund Vanguard Small-Cap Value Index Fund Vanguard Value Index Fund The following series of Vanguard Institutional Index Funds: Vanguard Institutional Total Stock Market Index Fund The following series of Vanguard International Equity Index Funds: Vanguard Emerging Markets Stock Index Fund Vanguard European Stock Index Fund Vanguard FTSE All-World ex-US Index Fund Vanguard FTSE All-World ex-US Small-Cap Index Fund Vanguard Global ex-U.S. Real Estate Index Fund Vanguard Pacific Stock Index Fund Vanguard Total World Stock Index Fund The following series of Vanguard Malvern Funds: Vanguard Asset Allocation Fund Vanguard Capital Value Fund Vanguard U.S. Value Fund The following series of Vanguard Xxxxxxxxxx Funds: Vanguard Market Neutral Fund The following series of Vanguard Xxxxxx Growth Fund: Vanguard Xxxxxx Growth Fund
The following series of Vanguard STAR Funds: Vanguard Developed Markets Index Fund
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The following series of Vanguard Specialized Funds: Vanguard Dividend Growth Fund Vanguard Energy Fund Vanguard REIT Index Fund The following series of Vanguard Tax-Managed Funds: Vanguard Tax-Managed Capital Appreciation Fund Vanguard Tax-Managed Growth and Income Fund Vanguard Tax-Managed International Fund Vanguard Tax-Managed Small-Cap Fund The following series of Vanguard Trustees' Equity Fund: Vanguard Diversified Equity Fund Vanguard International Value Fund The following series of Vanguard Valley Forge Funds: Vanguard Managed Payout Growth Focus Fund Vanguard Managed Payout Growth and Distribution Fund Vanguard Managed Payout Distribution Focus Fund The following series of Vanguard Variable Insurance Funds: Conservative Allocation Portfolio Equity Income Portfolio International Portfolio Moderate Allocation Portfolio Total Stock Market Index Portfolio The following series of Vanguard Whitehall Funds: Vanguard Mid-Cap Growth Fund The following series of Vanguard Windsor Funds: Vanguard Windsor Fund Vanguard Windsor II Fund The following series of Vanguard World Fund: Vanguard Consumer Discretionary Index Fund Vanguard Consumer Staples Index Fund Vanguard Energy Index Fund Vanguard Financials Index Fund Vanguard Health Care Index Fund Vanguard Industrials Index Fund Vanguard Information Technology Index Fund Vanguard Materials Index Fund Vanguard Mega Cap 300 Index Fund Vanguard Mega Cap 300 Growth Index Fund Vanguard Mega Cap 300 Value Index Fund Vanguard Telecommunication Services Index Fund Vanguard U.S. Growth Fund Vanguard Utilities Index Fund
IN WITNESS WHEREOF, each of the parties hereto has caused this Schedule to be executed in its name and on behalf of such Funds on May 20, 2011.
FUNDS XXXXX BROTHERS XXXXXXXX & CO. By: /s/ Xxxx X. Xxxxxxx By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxx X. Xxxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Assistant Treasurer Title: Managing Director LIST OF FUNDS
AMENDED SCHEDULE TO THE CUSTODIAN AGREEMENT
BETWEEN
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bbhcustagmtamend_2013 CERTAIN OPEN-END MANAGEMENT INVESTMENT COMPANIES ("FUNDS") and XXXXX BROTHERS XXXXXXXX & CO.
The following is a list of Funds and their Series for which the Custodian serves under an Amended Custodian Agreement dated as of June 25, 2001 (the "Agreement"): The following series of Vanguard Charlotte Funds: Vanguard Total International Bond Index Fund The following series of Vanguard Explorer Fund: Vanguard Explorer Fund The following series of Vanguard Fenway Funds: Vanguard Equity Income Fund The following series of Vanguard Horizon Funds: Vanguard Global Equity Fund The following series of Vanguard Index Funds: Vanguard 500 Index Fund Vanguard Extended Market Index Fund Vanguard Large-Cap Index Fund Vanguard Mid-Cap Index Fund Vanguard Small-Cap Growth Index Fund Vanguard Small-Cap Value Index Fund Vanguard Value Index Fund The following series of Vanguard Institutional Index Funds: Vanguard Institutional Total Stock Market Index Fund The following series of Vanguard International Equity Index Funds: Vanguard Emerging Markets Stock Index Fund Vanguard European Stock Index Fund Vanguard FTSE All-World ex-US Index Fund Vanguard FTSE All-World ex-US Small-Cap Index Fund Vanguard Global ex-U.S. Real Estate Index Fund Vanguard Pacific Stock Index Fund Vanguard Total World Stock Index Fund The following series of Vanguard Malvern Funds: Vanguard Asset Allocation Fund Vanguard Capital Value Fund Vanguard U.S. Value Fund
The following series of Vanguard Xxxxxxxxxx Funds: Vanguard Market Neutral Fund The following series of Vanguard Xxxxxx Growth Fund: Vanguard Xxxxxx Growth Fund The following series of Vanguard STAR Funds: Vanguard Developed Markets Index Fund The following series of Vanguard Specialized Funds: Vanguard Dividend Growth Fund Vanguard Energy Fund Vanguard REIT Index Fund The following series of Vanguard Tax-Managed Funds: Vanguard Tax-Managed Capital Appreciation Fund Vanguard Tax-Managed Growth and Income Fund Vanguard Tax-Managed International Fund Page 52
bbhcustagmtamend_2013 Vanguard Tax-Managed Small-Cap Fund The following series of Vanguard Trustees' Equity Fund: Vanguard Diversified Equity Fund Vanguard International Value Fund The following series of Vanguard Valley Forge Funds: Vanguard Managed Payout Growth Focus Fund Vanguard Managed Payout Growth and Distribution Fund Vanguard Managed Payout Distribution Focus Fund The following series of Vanguard Variable Insurance Funds: Conservative Allocation Portfolio Equity Income Portfolio International Portfolio Moderate Allocation Portfolio Total Stock Market Index Portfolio The following series of Vanguard Whitehall Funds: Vanguard Mid-Cap Growth Fund Vanguard Emerging Markets Government Bond Index Fund The following series of Vanguard Windsor Funds: Vanguard Windsor Fund Vanguard Windsor II Fund
The following series of Vanguard World Fund: Vanguard Consumer Discretionary Index Fund Vanguard Consumer Staples Index Fund Vanguard Energy Index Fund Vanguard Financials Index Fund Vanguard Health Care Index Fund Vanguard Industrials Index Fund Vanguard Information Technology Index Fund Vanguard Materials Index Fund Vanguard Mega Cap 300 Index Fund Vanguard Mega Cap 300 Growth Index Fund Vanguard Mega Cap 300 Value Index Fund Vanguard Telecommunication Services Index Fund Vanguard U.S. Growth Fund Vanguard Utilities Index Fund
IN WITNESS WHEREOF, each of the parties hereto has caused this Schedule to be executed in its name and on behalf of such Funds on 4/5/2013.
FUNDS
By: /S/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Assistant Treasurer
XXXXX BROTHERS XXXXXXXX & CO.
By: /S/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
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