FOURTH AMENDED AND RESTATED FUNDS' SERVICE AGREEMENT
This Fourth Amended and Restated Funds' Service Agreement, made as the
15th day of June, 2001 (the "Agreement"), between and among the investment
companies registered under the Investment Company Act of 1940 ("1940 Act"),
whose names are set forth on the signature page of this Agreement, which
together with any additional investment companies which may become a party to
this Agreement pursuant to Section 5.4 are collectively called the "Funds"; and
The Vanguard Group, Inc., a Pennsylvania corporation ("Service Company").
Whereas, each of the Funds has heretofore determined (as evidenced by,
among many documents, prior versions* of this Agreement (the "Prior
Agreements"), and by prospectuses and proxy statements of the Funds related
thereto): (i) to manage and perform the corporate management, administrative and
share distribution functions required for its continued operation, (ii) to
create a structure which enhances the independence of the Funds from the
providers of external services, (iii) to share, on an equitable and fair basis,
with all of the other Funds the expenses of establishing the means to accomplish
these objectives at the lowest reasonable cost; and
Whereas, each of the Funds: (i) has heretofore determined that these
objectives can best be accomplished by establishing a company: (a) to be
wholly-owned by the Funds; (b) to provide corporate management, administrative,
and distribution services, and upon the reasonable request of any Fund to
provide other service to such Fund at cost; (c) to employ the executive,
managerial, administrative, secretarial and clerical personnel necessary or
appropriate to perform such services; and (d) to acquire such assets and to
obtain such facilities and equipment as are necessary or appropriate to carry
out such services, and to make those assets available to the Funds; and (ii)
since May 1, 1975 (or the commencement of its operations after this date) has
utilized Service Company, pursuant to the provisions of the Prior Agreements;
and
Whereas, each of the Funds has further heretofore recognized that it
may, from time to time, be in the best interests of the Funds (i) for Service
Company to provide similar services to investment companies other than the
Funds, (ii) for the Funds to organize, from time to time, new investment
companies which are intended to become parties to this Agreement; and, (iii) for
Service Company to engage in business activities (directly or through
subsidiaries), supportive of the Funds' operations as investment companies; and
Whereas, each of the Funds desires to enter into a completely
integrated Fourth Amended and Restated Funds' Service Agreement with the other
Funds to (i) set forth the current terms and provisions of the relationships
which the Funds have determined to establish; and (ii) make non-substantive
amendments to the Amended and Restated Funds' Service Agreement, including
correcting the names of the Funds set forth on the signature page of this
Agreement.
Now, Therefore, each Fund agrees with each and all of the other Funds,
and with Service Company, as follows:
--------------------------------
* Funds' Service Agreement dated May 1, 1975; an Amended and Restated Funds'
Service Agreement dated October 1, 1977; and an Amended and Restated Funds'
Service Agreement dated May 10, 1993, and an Amended and Restated Funds' Service
Agreement dated January 1, 1996, as therefore amended.
I. CAPITALIZATION AND ASSETS OF SERVICE COMPANY
1.1 Capital and Assets. To provide the Service Company with the
cash and with the office space, facilities and equipment necessary for it to
discharge its responsibilities hereunder, each Fund agrees:
A. To make cash investments in the Service Company as provided
in Sections 1.2, 1.3 and 1.4.
B. To assign and transfer to Service Company on and after
May 1, 1975 any and all right, title and interest which the Funds may
have in any office facilities and equipment necessary for it to
discharge its responsibilities and in any other assets which Service
Company may develop or acquire, subject only to the rights reserved in
Section 1.6 (concerning certain major assets). Section 5.2 (concerning
rights upon withdrawal) and Section 5.3 (concerning rights upon
termination) of the Agreement.
1.2 Cash Investments in Service Company. To provide Service Company
with such cash as may be necessary or appropriate from time to time to
accomplish the purposes of the Funds and to discharge its responsibilities
hereunder, each Fund agrees to purchase, for cash, shares of common stock of
Service Company ("Shares") or such other securities of Service Company
(hereafter referred to as "other securities") upon the favorable vote of the
holders of a majority of the Shares adopting a resolution setting forth the
terms and provisions of the purchase. Provided, however, that:
A. Without the consent of all of the Funds, the date for the
purchase of Shares or other securities shall not be less than 15 days
following the date on which the resolution is approved by the
shareholders.
B. The cash purchase price to be paid by any Fund for the Shares or
other securities, expressed as a percentage of the total purchase price
for the additional securities to be paid by all of the Funds shall not
exceed the percentage which the then current net assets of the Fund
bears to the aggregate current net assets of all of the Funds as of the
most recent month-end preceding the purchase date.
1.3 Periodic Adjustments of Cash Investments. To maintain and re-
establish periodically a fair and proportionate ratio of cash investments by
each Fund in the Service Company as compared to its then current net assets,
each Fund agrees to purchase from one or more of the other Funds, or to sell one
or more of the Funds, sufficient Shares or other securities to re-establish the
ratio.
A. Such purchases and sales shall be made (1) as of the last
business day of any month upon the addition or withdrawal of any Fund
as a party to this Agreement, provided that if the addition or
withdrawal of a Fund creates no material disparity in the ratios
(as determined by the Service Company's Board of Directors), and
no Fund requests that an adjustment be made, the adjustment may be
deferred until the close of the Service Company's fiscal year; (2)
in connection with additional investments pursuant to Section 1.2;
and (3) annually as of the close of the Service Company's fiscal
year, on a date fixed by Service Company's Board of Directors
within 90 days after the close of the fiscal year unless there is no
material disparity in the ratios (as determined by the Service
Company's Board of Directors) and no Fund requests that an adjustment
be made.
B. The cash purchases and sale price of the Share or other
securities shall be for each Fund (1) in the case of Shares, the fair
market value of Shares determined in accord
with generally accepted accounting principles and procedures
established by the Board of Directors of Service Company; and (2) in
the case of debt securities, the face value thereof.
C. Unless specifically required by applicable law, the issuance and
transfer of Shares or other securities of Service Company, and the cash
investments of the Funds in Service Company, may be evidenced by proper
records of Service Company; and no certificates need be issued.
1.4 Limitation Upon Funds' Obligations to Make Cash Investments or
Purchases. Notwithstanding the provisions of Sections 1.1, 1.2 and 1.3 above, no
Fund shall be obligated to purchase Shares or other securities of Service
Company if, as a result of such purchase the Fund would thereby have invested in
cash a total of more than 0.40% of its then current net assets in Shares or
other securities of Service Company.
1.5 Restrictions on Transfer of Shares or Other Securities. Each Fund
agrees that it will not, without the written consent of all other parties to
this Agreement, transfer or dispose of or encumber any of its Shares or other
securities of Service Company except as provided in this Agreement, and that, if
issued, each certificate for Shares or other securities of Service Company will
be stamped with a legend referring to this restriction.
1.6 Assets of Service Company. The Funds agree that Service Company may
acquire, by purchase or lease, office space, furniture, equipment, supplies,
files, records, computer hardware and software, and other assets necessary or
appropriate for the discharge of the Service Company's responsibilities
hereunder. Each of the Funds hereby assigns and transfers to Service Company,
any and all right, title and interest that it may have or hereafter acquire in
any such assets, subject to the rights of each Fund (A) to receive the then fair
value of such assets upon the purchase or sale of Shares pursuant to this
Agreement, (B) to the continued use of such assets in the administration of the
business affairs of a Fund so long as the Fund remains a party to this
Agreement.
1.7 Borrowing by Service Company. The Funds agree that Service Company
may borrow money, and may issue a note or other security in connection with such
borrowing, as long as such borrowing, is in connection with the discharge of
Service Company's responsibilities hereunder and is undertaken in accord with
procedures approved by the Service Company's Board of Directors.
II. SERVICES TO BE OBTAINED INDEPENDENTLY BY EACH FUND
2.1 Services and Expenses. Each Fund shall, at its own expense, obtain
from Service Company or an outside vendor (as that Fund's Board of Directors
shall determine):
A. Services of an independent public accountant.
B. Services of outside legal counsel.
C. Transfer agency services, including "shareholder services."
D. Custodian, registrar and dividend disbursing services.
E. Brokerage fees, commissions and transfer taxes in connection with
the purchase and sale of securities for its investment portfolio.
F. Investment advisory services.
G. Taxes and other fees applicable to its operations.
H. Costs incident to its annual or special meetings of shareholders,
including but not limited to legal and accounting fees, and the
preparations, printing and mailing of proxy materials.
I. Directors' fees.
J. Costs incurred in the continued maintenance of its corporate
existence, including reports to shareholders and government agencies,
and the expenses, if any, attributable to the registration of the
Fund's shares with Federal and state regulatory authorities.
K. And, in general and except as provided in Section 3.2(B), any
other costs directly attributable to and identified with a particular
Fund or Funds rather than all Funds which are parties to this
Agreement.
2.2 Disbursement of Payment for These Services. Notwithstanding the
provisions of Section 2.1 above, Service Company may, as agent for any Fund,
disburse to third parties payments for any of the foregoing services or
expenses. Each Fund shall reimburse Service Company promptly for such
disbursements made on behalf of the Fund.
III. SERVICES PROVIDED BY AND EXPENSES OF SERVICE COMPANY
3.1 Services to be Provided to Funds. Service Company shall with
respect to each Fund, subject to the direction and control of the Board of
Directors and officers of the Fund:
A. Manage, administer and/or conduct the general business activities
of the Fund.
B. Provide the personnel and obtain the office space, facilities
and equipment necessary to perform such general business activities
under the direction of the Funds' executive officers (who may also be
officers of Service Company) who will have the full responsibility for
the general management of these functions.
C. Establish wholly-owned subsidiaries, and supervise the management
and operations of such subsidiaries, as are necessary or appropriate to
carry on or support the business activities of the Fund; and authorize
such subsidiaries to perform such other functions for the Fund,
including organizing new investment companies which are intended to
become parties to this Agreement pursuant to Section 5.4, as Service
Company's Board of Directors shall determine.
No provisions hereof shall prohibit the Service Company from performing
such additional services to the Fund as the Fund's Board of Directors
may appropriately request and which two-thirds of the shareholders of
the Service Company shall approve.
3.2 Expenses of Operation of Service Company. Each of the Funds agrees
to pay to the Service Company, within 10 days after the last business day of
each month or at such other time as agreed to by the Fund and the Service
Company, the Fund's portion of the actual costs of operation of Service Company
for each monthly period, or for such other period as is agreed upon, during
which the Fund is a party to this Agreement.
A. Corporate Management and Administrative Expenses. A Fund's
portion of the cost of operation of Service Company shall mean its
share of the direct and indirect expenses of Service Company's
providing corporate management and administrative services, including
distribution services of an administrative nature, as allocated among
the Funds with Allocation of indirect costs based on one or more of the
following methods of allocation:
(1) Net Assets: The proportionate allocation of expenses based
upon the value of each Fund's net assets, computed as a
percentage of the value of total net assets of all Funds
receiving services from Service Company, determined at the end
of the last preceding monthly period.
(2) Personnel Time: The proportionate allocation of expenses based
upon a summary by each Fund of the time spent by each employee
who works directly on the affairs of one or more of the Funds,
computed as a percentage of the total time spent by such
employee on the affairs of all of the Funds.
(3) Shareholder Accounts: The proportionate allocation of expenses
based upon the number of each Fund's shareholder accounts and
transaction activity in those accounts, measured over a period
of time, relative to the total number of shareholder accounts
and transaction activity in those accounts for all Funds
receiving number of portfolio transactions for all Funds
receiving services from the Service Company during such period.
(4) Such other methods of allocation as may be approved by the
Board of Directors of the Service Company based upon its
determination that the allocation method is fair to each Fund in
view of (i) the nature, amount and purpose of the expenditure,
(ii) the benefits, if any, to be derived directly by each Fund
relative to the benefits derived by other Funds, (iii) the
need or desirability for the Funds as a group to provide
competitive investment programs and services at competitive
prices for the group to survive and grow, (iv) the benefits
which each Fund derives by being a member of a strong Fund
group, and (v) such other factors as the Board considers
relevant to the specific expenditure and allocation.
B. Distribution Expenses. Each of the Funds expressly agrees to
pay to Service Company, as requested, the Fund's portion of the
actual cost of distributing shares of the Funds, which shall mean its
share of all of the direct and indirect expenses of a marketing and
promotional nature including, but not limited to, advertising, sales
literature, and sales personnel, as well as expenditures on
behalf of any newly organized registered investment company which is
to become a party of this Agreement pursuant to Section 5.4. The cost
of distributing shares of the Funds shall not include distribution-
related expenses of an administrative nature, which shall be
allocated among the Funds pursuant to Section 3.2(A). Distribution
expenses of a marketing and promotional nature shall be allocated
among the Funds in the manner approved by the Securities and Exchange
Commission in Investment Company Act Release No. 11645 (Feb. 25, 1981):
(1) 50% of these expenses will be allocated based upon each
Fund's average month-end assets during the preceding quarter
relative to the average month-end assets during the preceding
quarter of the Funds as a group.
(2) 50% of these expenses will be allocated initially among
the Funds based upon each Fund's sales for the 24 months ended with
the last day of the preceding quarter relative to the sales of
the Funds as a group for the same period. (Shares issued pursuant
to a reorganization shall be excluded from the sales of a Fund and
the Funds as a group.)
(3) Provided, however, that no Fund's aggregate quarterly
contribution for distribution expenses, expressed as a percentage of
its assets, shall exceed 125% of the average expenses for the Funds
as a Group, expressed as a percentage of the
total assets of the Funds. Expenses not charged to a particular
Fund(s) because of this 125% limitation shall be reallocated to
other Funds on iterative basis; and that no Fund's annual expenses
for distribution shall exceed 0.2% of its average month-end net
assets.
IV. CONCERNING THE SERVICE COMPANY
4.1 Name. Each Fund acknowledge and agrees:
A. That the name "The Vanguard Group, Inc.", and any variants
thereof used to identify (1) the Funds as a group, (2) any Fund as a
member of a group being served by Service Company, or (3) any other
person as being served or related to Service Company (whether now in
existence or hereafter created), shall be the sole and exclusive
property of Service Company, its affiliates, and its successors.
B. That Service Company shall have the sole and exclusive right to
permit the use of said name or variants thereof so long as this
Agreement or any amendments thereto are effective.
C. That upon its withdrawal from this Agreement and upon the written
request of Service Company, the Fund shall cease to use, or in any way
to refer to itself as related to, "The Vanguard Group, Inc." or any
variant thereof.
The foregoing agreements on the part of each Fund are hereby
made binding upon it, its directors, officers, shareholders and
creditors and all other persons claiming under or through it.
4.2 Services to Others. The Service Company may render services to
any person other than the Funds so long as:
A. The services to be rendered to the Funds hereunder are not
impaired thereby.
B. The terms and provisions upon which the services are to be
rendered have been approved by the holders of a majority of the Shares.
C. The services rendered for compensation and, to the extent
achievable, for the purpose of gaining a profit thereon.
D. Any income earned and fees received by Service Company shall be
used to reduce the total costs and expenses of Service Company.
4.3 Books, Records, and Audits of Service Company. The Service Company,
and any subsidiary established pursuant to Section 3.1(C), shall maintain
complete, accurate, and current books, records, and financial statements
concerning its activities. To the extent appropriate, it will preserve said
records in the manner and for the periods prescribed by law. Financial records
and statements shall be kept in accord with generally accepted accounting
principles and shall be audited at least annually by independent public
accountants (who may also be accountants for any of the Funds). Within 120 days
after the close of Service Company's fiscal year, it shall deliver to each Fund
a copy of its audited financial statements for that year and the accountants
report thereon. Service Company, on behalf of itself and any subsidiary,
acknowledges that all of the records they shall prepare and maintain pursuant to
this Agreement shall be the property of the Funds and that upon a request of any
Fund they shall make the Fund's records available to it, along with such other
information and data as are reasonably requested by the Fund, for inspection,
audit or copying, or turn said records over to the Fund.
4.4 Indemnification.
A. Each Fund (herein the "Indemnitor") agrees to indemnify, hold
harmless, and reimburse (herein "indemnify") every other Fund, Service
Company and/or any subsidiary of Service Company (herein the
"Indemnitee"):
(1) which Indemnitee (a) was or is a party to, or is threatened to
be made a party to, any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal,
administrative, or investigative (herein a "suit"), or (b)
incurs an actual economic loss or expense (herein a "loss").
(2) if: (a) such suit or loss arises from an action or failure to
act, event, occurrence, transaction, or other analogous
happening (herein an "event") under circumstances in which the
Indemnitee is involved in a suit or incurs a loss.
(i) as a result substantially of, or attributable primarily to,
its being a party to this Agreement, or to its indirect
participation in transactions contemplated by this Agreement;
and
(ii) where the suit or loss arises primarily and substantially
from an event related primarily and substantially to the business
and/or operations of the Indemnitor; and
(b) an independent third party, who may but need not be legal
counsel for the Funds, advises the Funds in writing (i) that
the condition set forth in "(1)" and "(2)(a)" have occurred and (ii)
that the Indemnitee is without significant fault or responsibility
for the suit or loss as measured by the comparative conduct of the
Indemnitor and Indemnitee and by the purposes sought to be
accomplished by this Agreement.
B. The financial obligations of the Indemnitor under this Section
shall be limited to:
(1) In the case of a suit, to expenses (including attorneys'
fees), actually incurred by the Indemnitee. The termination of
any suit by judgment, order, settlement, or upon a plea of
nolo contendere or its equivalent, shall not, of itself,
create a presumption that the Indemnitee is not entitled to be
indemnified hereunder.
(2) In the case of an event, to losses and/or expenses (including
attorney's fees) actually incurred by the Indemnitee. The Indemnitee
shall not be liable financially hereunder for lost profits in the
case of either a suit or loss.
C. Expenses incurred in defending a suit or resolving an event may
be paid by the prospective Indemnitor in advance of the final
disposition of such suit or event if authorized by the Board of
Directors of the prospective Indemnitor in the specific case upon
receipt of an undertaking by or on behalf of the prospective indemnitee
to repay such amount unless it shall ultimately be determined that the
Indemnitee is entitled to be indemnified by the Indemnitor as provided
in this Section.
D. The indemnification provided by this section shall not be deemed
exclusive of any other rights to which the Indemnitee may be entitled
under any agreement or otherwise.
V. TERM OF AGREEMENT
5.1 Effective Period. This Agreement shall become effective on the date
first written above, and shall continue in full force and effect as to all
parties hereto until terminated or amended by mutual agreement of all parties
hereto. The withdrawal pursuant to Section 5.2(A) or 5.2(B) of one or more of
the Funds from this agreement shall not affect the continuance of this Agreement
except as to the parties withdrawing.
5.2 Withdrawal from Agreement.
A. Any Fund may elect to withdraw from this Agreement effective at
the end of any monthly period by giving at least 90 days' prior written
notice to each of the parties to this Agreement. Upon the written
demand of all other Funds which are parties to this Agreement a Fund
shall withdraw, and in the event of its failure to do so shall be
deemed to have withdrawn, from this Agreement; such demand shall
specify the date of withdrawal which shall be at the end of any monthly
period at least 90 days from the time of service of such demand.
B. In the event of the withdrawal of any Fund from this Agreement,
all its rights and obligations, except for lease commitments, under
this Agreement (except such rights or obligations as have accrued
prior to the date of withdrawal) shall terminate as of the date of
the withdrawal. The withdrawing Fund shall surrender its Shares to
Service Company, and (1) shall be entitled to receive from Service
Company an amount equal to the excess of the fair value of (i) its
Shares of other securities Service Company as of the date of its
withdrawal less (ii) its proportionate interest in any liabilities
of Service Company, including when appropriate any commitments of
Service Company and unexpired leases at the date of withdrawal;
(2) shall be obligated to pay Service Company an amount equal to
the excess of (ii) over (i). Such amount to be received from or paid
to Service Company shall be determined by the favorable vote of the
holders of a majority of the Shares whose determination shall be
conclusive upon the Funds. Any amount found payable by the Service
Company to the withdrawing Fund shall be recoverable by Service
Company from the Funds remaining under this Agreement in accordance
with the provisions of Section 1.2, 1.3 and 1.4 hereof.
5.3 Termination by Mutual Consent. In the event that all Funds withdraw
from this Agreement without entering into a comparable successor agreement, each
Fund shall surrender its Shares to Service Company and after payment by Service
Company of all its liabilities, including the settlement of unexpired lease
obligations, shall:
A. Receive from Service Company in cash an amount equal to its
proportionate share of the actual value of all assets of the Service
Company which can be reduced readily to cash.
B. Negotiate in good faith with the other Funds provision for the
equitable use and/or disposition of assets of the Service Company which
are not readily reducible to cash.
5.4 Additional Parties to Agreement. Upon the favorable vote of two-
thirds of the shareholders and of the holders of two-thirds of the Shares of the
Service Company, any investment company registered under the Investment Company
Act of 1940 may become a party to this Agreement and share as a Fund in all of
the rights, duties and liabilities hereunder by
adopting, executing and delivering to the Service Company and the Funds a signed
copy of this Agreement which shall evidence that investment company's agreement
to assume the duties and obligations of a Fund hereunder. Upon the delivery of a
signed copy of this Agreement, the new Fund shall be subject to all provisions
of this Agreement and become a holder of Shares by adjustment in cash
investments among the Funds pursuant to Section 1.3. No person shall become a
holder of shares without becoming a party to this Agreement.
VI. GENERAL
6.1 Definition of Certain Terms. As used in this Agreement, the terms
set forth below shall mean:
A. "Fair Value of Shares" shall mean the proportionate interest,
as represented by the ratio of the number of Shares owned by a Fund to
the number of Shares issued and outstanding, in all assets of the
Service Company less all liabilities of the Service Company on the date
fair value is to be determined. Assets shall be valued at fair market
value. In case of any dispute as to the proportionate interest of any
Fund or as to the fair value of the Shares, the issue shall be
determined by the favorable vote of the holders of a majority of the
Shares, whose determination shall be conclusive upon the Fund.
B. "Person" shall mean a natural person, a corporation, a
partnership, an association, a joint-stock company, a trust, a fund or
any organized group of persons whether incorporated or not.
6.2 Assignment. This Agreement shall bind and inure to the benefit of
the parties thereto, their respective successors and assigns.
6.3 Captions. The captions in this Agreement are included for
convenience of reference only and in no way define any of the provisions hereof
or otherwise affect their construction or effect.
6.4 Amendment. Unless prohibited by applicable laws, regulations or
orders of regulatory authorities and except as set forth below, this Agreement
may be amended at any time and in one or more respects upon the favorable vote
of the holders of a majority of the Shares (except that the vote required in
Sections 3.1 and 5.4 may be amended only by the favorable votes of the number of
holders or Shares specified therein) and without the further approval or vote of
shareholders of any of the Funds; provided, however, that Section 1.4 (limiting
cash investments by the Funds in Service Company) may not be amended unless and
exemptive order permitting such amendment is obtained from the U.S. Securities
and Exchange Commission.
6.5 Severability. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
In Witness Whereof, each of the parties hereto has caused the Agreement
to be signed and its corporate seal to be hereto affixed by its proper officers
thereunto duly authorized, all as of the date and year first above written.
The Vanguard Group, Inc.
Attest: /s/ Xxxxxxx X. Xxxxxxxxx BY: /s/ Xxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxxxx Xxxx X. Xxxxxxx
Secretary Chairman, President, and
Chief Executive Officer
The Vanguard Group of Investment Companies:
Vanguard Admiral Funds Vanguard Balanced Index Funds
Vanguard Bond Index Funds Vanguard California Tax-Free 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 International Equity Index Funds
Vanguard Malvern Funds Vanguard Massachusetts Tax-Exempt Funds
Vanguard Money Market Reserves 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 Preferred Stock Fund
Vanguard PRIMECAP Fund Vanguard Quantitative Funds
Vanguard Specialized Funds Vanguard Tax-Managed Funds
Vanguard Treasury Fund Vanguard Trustees' Equity Fund
Vanguard Variable Insurance Funds Vanguard Wellesley Income Fund
Vanguard Wellington Fund Vanguard Whitehall Funds
Vanguard Windsor Funds Vanguard World Fund
Attest:
/s/ Xxxxxxx X. Xxxxxxxxx BY: /s/ Xxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxxxx Xxxx X. Xxxxxxx
Secretary Chairman, President, and
Chief Executive Officer
The Vanguard Group of Investment Companies:
Vanguard Admiral Funds Vanguard Balanced Index Fund
Vanguard Bond Index 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 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 Specialized Funds Vanguard Tax-Managed Funds
Vanguard Treasury Fund Vanguard Trustees' Equity Fund
Vanguard Variable Insurance Funds Vanguard Wellesley Income Fund
Vanguard Wellington Fund Vanguard Whitehall Funds
Vanguard Windsor Funds Vanguard World Fund
Attest: -------------------- BY: ------------------------
Xxxxx Xxxx Xxxx X. Xxxxxxx
Secretary Chairman, President, and
Chief Executive Officer
