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