[CHASE LOGO]
GLOBAL CUSTODY AGREEMENT
AGREEMENT, effective April 19, 1996, between THE CHASE MANHATTAN BANK, N.A.
(the "Bank") and THE VANGUARD GROUP, INC. (the "Customer") on behalf of certain
of its portfolios listed on Schedule A hereto (individually a "Portfolio" and
collectively the "Portfolios").
1. CUSTOMER ACCOUNTS.
The Bank agrees to establish and maintain the following accounts
("Accounts"):
(a) A custody account in the name of the Customer on behalf of each Portfolio
("Custody Account") for any and all stocks, shares, bonds, debentures,
notes, mortgages or other obligations for the payment of money, bullion,
coin and any certificates, receipts, warrants or other instruments
representing rights to receive, purchase or subscribe for the same or
evidencing or representing any other rights or interests therein and other
similar property whether certificated or uncertificated as may be received
by the Bank or its Subcustodian (as defined in Section 3) for the account
of the Customer ("Securities"); and
(b) A deposit account in the name of the Customer ("Deposit Account") for any
and all cash in any currency received by the Bank or its Subcustodian for
the account of the Customer, which cash shall not be subject to withdrawal
by draft or check.
The Customer warrants its authority to: 1) deposit the cash and Securities
("Assets") received in the Accounts and 2) give Instructions (as defined in
Section 11) concerning the Accounts. In the case of fungible Securities, the
Bank may deliver securities of the same class and in the same number in place of
those deposited in the Custody Account.
Upon written agreement between the Bank and the Customer, additional
Accounts may be established and separately accounted for as additional Accounts
under the terms of this Agreement.
2. MAINTENANCE OF SECURITIES AND CASH AT BANK AND SUBCUSTODIAN LOCATIONS.
Unless Instructions specifically require another location acceptable to the
Bank:
(a) Securities will be held in the country or other jurisdiction in which the
principal trading market for such Securities is located, where such
Securities are to be presented for payment or where such Securities are
acquired; and
(b) Cash will be credited to an account in a country or other jurisdiction in
which such cash may be legally deposited or is the legal currency for the
payment of public or private debts.
Cash may be held pursuant to Instructions in either interest or
non-interest bearing accounts as may be available for the particular currency.
To the extent Instructions are issued and the Bank can comply with such
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Instructions, the Bank is authorized to maintain cash balances on deposit for
the Customer with itself or one of its affiliates at such reasonable rates of
interest as may from time to time be paid on such accounts, or in non-interest
bearing accounts as the Customer may direct, if acceptable to the Bank.
If the Customer wishes to have any of its Assets held in the custody of an
institution other than the established Subcustodians as defined in Section 3 (or
their securities depositories), such arrangement must be authorized by a written
agreement, signed by the Bank and the Customer.
3. SUBCUSTODIANS AND SECURITIES DEPOSITORIES.
The Bank may act under this Agreement through the subcustodians listed in
Schedule B of this Agreement with which the Bank has entered into subcustodial
agreements ("Subcustodians"). The Customer authorizes the Bank to hold Assets in
the Accounts in accounts which the Bank has established with one or more of its
branches or Subcustodians. The Bank and Subcustodians are authorized to hold any
of the Securities in their account with any securities depository in which they
participate.
The Bank reserves the right to add new, replace or remove Subcustodians.
The Customer will be given reasonable notice by the Bank of any amendment to
Schedule B. Upon request by the Customer, the Bank will identify the name,
address and principal place of business of any Subcustodian of the Customer's
Assets and the name and address of the governmental agency or other regulatory
authority that supervises or regulates such Subcustodian.
4. USE OF SUBCUSTODIAN.
(a) The Bank will identify the Assets on its books as belonging to the
Customer.
(b) A Subcustodian will hold such Assets together with assets belonging to
other customers of the Bank in accounts identified on such Subcustodian's
books as special custody accounts for the exclusive benefit of customers of
the Bank.
(c) Any Assets in the Accounts held by a Subcustodian will be subject only to
the instructions of the Bank or its agent. Any Securities held in a
securities depository for the account of a Subcustodian will be subject
only to the instructions of such Subcustodian.
(d) Any agreement the Bank enters into with a Subcustodian for holding its
customer's assets shall provide that: (i) such assets will not be subject
to any right, charge, security interest, lien or claim of any kind in favor
of such Subcustodian except for safe custody or administration, (ii) the
beneficial ownership of such assets will be freely transferable without the
payment of money or value other than for safe custody or administration;
(iii) adequate records will be maintained identifying the assets held
pursuant to such agreement as belonging to the customers of the Bank; (iv)
subject to applicable law, Subcustodian shall permit independent public
accountants for Bank and customers of the Bank reasonable access to
Subcustodian's books and records as they pertain to the subcustody account
in connection with such accountants' examination of the books and records
of such account; and (v) the Bank will receive periodic reports with
respect to the safekeeping of assets in the subcustody account, including
advices and/or notifications of any transfers to or from such subcustody
account. The foregoing shall not apply to the extent of any special
agreement or arrangement made by the Customer with any particular
Subcustodian.
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(e) Upon request of the Customer, the Bank shall deliver to the Customer
annually a report stating: (i) the identity of each Subcustodian then
acting on behalf of the Bank and the name and address of the governmental
agency or other regulatory authority that supervises or regulates such
Subcustodian; (ii) the countries in which each Subcustodian is located; and
(iii) as long as SEC Rule 17f-5 under the Investment Company Act of 1940
("Act"), as amended, requires the Customer's Board of Directors/Trustees
directly to approve its foreign custody arrangements, such other
information relating to such Subcustodians as may reasonably be requested
by the Customer to ensure compliance with Rule 17f-5. As long as Rule 17f-5
requires the Customer's Board of Directors/Trustees directly to approve its
foreign custody arrangements, the Bank shall also furnish annually to the
Customer information concerning such Subcustodians similar in kind and
scope as that furnished to the Customer in connection with the initial
approval hereof. The Bank shall advise the Customer of any material adverse
changes in the facts or circumstances upon which such information is based
where such changes would affect the eligibility of the Subcustodian under
Rule 17f-5 as soon as practicable after it becomes aware of any such
material adverse changes in the normal course of its custodial activities.
5. DEPOSIT ACCOUNT TRANSACTIONS
(a) The Bank or its Subcustodians will make payments from the Deposit Account
upon receipt of Instructions which include all information required by the
Bank.
(b) In the event that any payment to be made under this Section 5 exceeds the
funds available in the Deposit Account, the Bank, in its discretion, may
advance the Customer such excess amount which shall be deemed a loan
payable on demand, bearing interest at the rate customarily charged by the
Bank on similar loans.
(c) If the Bank credits the Deposit Account on a payable date, or at any time
prior to actual collection and reconciliation to the Deposit Account, with
interest, dividends, redemptions or any other amount due, the Customer will
promptly return any such amount upon oral or written notification: (i) that
such amount has not been received in the ordinary course of business or
(ii) that such amount was incorrectly credited. If the Customer does not
promptly return any amount upon such notification, the Bank shall be
entitled, upon oral or written notification to the Customer, to reverse
such credit by debiting the Deposit Account for the amount previously
credited. The Bank or its Subcustodian shall have no duty or obligation to
institute legal proceedings, file a claim or a proof of claim in any
insolvency proceeding or take any other action with respect to the
collection of such amount, but may act for the Customer upon Instructions
after consultation with the Customer.
6. CUSTODY ACCOUNT TRANSACTIONS.
(a) Securities will be transferred, exchanged or delivered by the Bank or its
Subcustodian upon receipt by the Bank of Instructions which include all
information required by the Bank. Settlement and payment for Securities
received for, and delivery of Securities out of, the Custody Account may be
made in accordance with the customary or established securities trading or
securities processing practices and procedures in the jurisdiction or
market in which the transaction occurs. Delivery of Securities out of the
Custody Account may also be made in any manner specifically required by
Instructions acceptable to the Bank.
(b) The Bank, in its discretion, may credit or debit the Accounts on a
contractual settlement date with cash or Securities with respect to any
sale, exchange or purchase of Securities. Otherwise, such transactions will
be credited or debited to the Accounts on the date cash or Securities are
actually received by the Bank and reconciled to the Account.
(i) The Bank may reverse credits or debits made to the Accounts in its
discretion if the related transaction fails to settle within a
reasonable period, determined by the Bank in its discretion, after
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the contractual settlement date for the related transaction; provided
that, where feasible, the Bank shall give Customer prior notification
of any such reversal and otherwise shall give notification promptly
thereafter. Where the foregoing notification is oral, the Bank shall
promptly provide written confirmation of the same (which confirmation
may be electronic).
(ii) If any Securities delivered pursuant to this Section 6 are
returned by the recipient thereof, the Bank may reverse the credits and
debits of the particular transaction at any time.
7. ACTIONS OF THE BANK.
The Bank shall follow Instructions received regarding assets held in the
Accounts. However, until it receives Instructions to the contrary, the Bank
will:
(a) Present for payment any Securities which are called, redeemed or
retired or otherwise become payable and all coupons and other income
items which call for payment upon presentation, to the extent that the
Bank or Subcustodian is actually aware of such opportunities.
(b) Execute in the name of the Customer such ownership and other
certificates as may be required to obtain payments in respect of
Securities.
(c) Exchange interim receipts or temporary Securities for definitive
Securities.
(d) Appoint brokers and agents for any transaction involving the
Securities, including, without limitation, affiliates of the Bank or
any Subcustodian.
(e) Issue statements to the Customer, at times mutually agreed upon,
identifying the Assets in the Accounts.
The Bank will send the Customer an advice or notification of any
transfers of Assets to or from the Accounts. Such statements, advices or
notifications shall indicate the identity of the entity having custody of the
Assets. Unless the Customer sends the Bank a written exception or objection to
any Bank statement within ninety (90) days of receipt, the Customer shall be
deemed to have approved such statement. In such event, or where the Customer has
otherwise approved any such statement, the Bank shall, to the extent permitted
by law, be released, relieved and discharged with respect to all matters set
forth in such statement or reasonably implied therefrom as though it had been
settled by the decree of a court of competent jurisdiction in an action where
the Customer and all persons having or claiming an interest in the Customer or
the Customer's Accounts were parties.
All collections of funds or other property paid or distributed in
respect of Securities in the Custody Account shall be made at the risk of the
Customer. Subject to the standard of care in ss.12 hereof, the Bank shall have
no liability for any loss occasioned by delay in the actual receipt of notice by
the Bank or by its Subcustodians of any payment, redemption or other transaction
regarding Securities in the Custody Account in respect of which the Bank has
agreed to take any action under this Agreement.
8. CORPORATE ACTIONS; PROXIES; TAX RECLAIMS.
a. Corporate Actions. Whenever the Bank receives information concerning
the Securities which requires discretionary action by the beneficial
owner of the Securities (other than a proxy), such as subscription
rights, bonus issues, stock repurchase plans and rights offerings, or
legal notices or other material intended to be transmitted to
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securities holders ("Corporate Actions"), the Bank will give the
Customer written notice (which may be electronic) of such Corporate
Actions to the extent that the Bank's central corporate actions
department has actual knowledge of a Corporate Action in time to
notify its customers.
When a rights entitlement or a fractional interest resulting from a
rights issue, stock dividend, stock split or similar Corporate Action is
received which bears an expiration date, the Bank will endeavor to obtain
Instructions from the Customer or its Authorized Person (as defined in ss.10
hereof), but if Instructions are not received in time for the Bank to take
timely action, or actual notice of such Corporate Action was received too late
to seek Instructions, the Bank is authorized to sell such rights entitlement or
fractional interest and to credit the Deposit Account with the proceeds or take
any other action it deems, in good faith, to be appropriate in which case it
shall be held harmless for any such action.
b. Proxy Voting.
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With respect to domestic U.S. and Canadian Securities (the latter if
held in DTC), the Bank will send to the Customer or the Authorized Person
(as defined in ss.10) for a Custody Account, such proxies (signed in blank,
if issued in the name of the Bank's nominee or the nominee of a central
depository) and communications with respect to Securities in the Custody
Account as call for voting or relate to legal proceedings within a
reasonable time after sufficient copies are received by the Bank for
forwarding to its customers. In addition, the Bank will follow coupon
payments, redemptions, exchanges or similar matters with respect to
Securities in the Custody Account and advise the Customer or the Authorized
Person for such Account of rights issued, tender offers or any other
discretionary rights with respect to such Securities, in each case, of
which the Bank has received notice from the issuer of the Securities, or as
to which notice is published in publications routinely utilized by the Bank
for this purpose. With respect to Securities other than the foregoing, the
Bank will deliver proxies to the Customer or its designated agent pursuant
to the special arrangements which may have been agreed to in writing. As of
the date hereof, there is no such agreement.
c. Tax Reclaims.
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(i) Subject to the provisions hereof, the Bank will apply for a reduction
of withholding tax and any refund of any tax paid or tax credits which
apply in each applicable market in respect of income payments on Securities
for the benefit of the Customer which the Bank believes may be available to
such Customer. Where such reports are available, the Bank shall
periodically report to Customer concerning the making of applications for a
reduction of withholding tax and refund of any tax paid or tax credits
which apply in each applicable market in respect of income payments on
Securities for the benefit of the Customer.
(ii) The provision of tax reclaim services by the Bank is conditional upon
the Bank receiving from the beneficial owner of Securities (A) a
declaration of its identity and place of residence and (B) certain other
documentation (pro forma copies of which are available from the Bank). The
Bank shall use reasonable means to advise the Customer of the declarations,
documentation and information which the Customer is to provide to the Bank
in order for the Bank to provide the tax reclaim services described herein.
The Customer acknowledges that, if the Bank does not receive such
declarations, documentation and information, additional United Kingdom
taxation will be deducted from all income received in respect of Securities
issued outside the United Kingdom and that U.S. non-resident alien tax or
U.S. backup withholding tax will be deducted from U.S. source income. The
Customer shall provide to the Bank such documentation and information as it
may require in connection with taxation, and warrants that, when given,
this information shall be true and correct in every respect, not misleading
in any way, and contain all material information. The Customer undertakes
to notify the Bank immediately if any such information requires updating or
amendment.
(iii) The Bank shall not be liable to the Customer or any third party for
any tax, fines or penalties payable by the Bank or the Customer, and shall
be indemnified accordingly, whether these result from the inaccurate
completion of documents by the Customer or any
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third party, or as a result of the provision to the Bank or any third party
of inaccurate or misleading information or the withholding of material
information by the Customer or any other third party, or as a result of any
delay of any revenue authority or any other matter beyond the control of
the Bank.
(iv) The Customer confirms that the Bank is authorized to deduct from any
cash received or credited to the Cash Account any taxes or levies required
by any revenue or governmental authority for whatever reason in respect of
the Securities or Cash Accounts.
(v) The Bank shall perform tax reclaim services only with respect to
taxation levied by the revenue authorities of the countries notified to the
Customer from time to time and the Bank may, by notification in writing, at
its absolute discretion, supplement or amend the markets in which the tax
reclaim services are offered. Other than as expressly provided in this
sub-clause, the Bank shall have no responsibility with regard to the
Customer's tax position or status in any jurisdiction. Except as provided
in ss.8(c)(ii) and pursuant to Instructions, the Bank shall take no action
in the servicing of the Customer's Securities which, in and of itself,
creates a taxable nexus for the Customer in any jurisdiction other than
with respect to interest, dividends and capital gains that may otherwise be
subject to tax by such jurisdiction with respect to a foreign investor not
otherwise engaged in a trade or business in such jurisdiction in a given
taxable year. Bank shall not be liable for any tax liability caused,
directly or indirectly, by Customer's actions or status in any
jurisdiction.
(vi) In connection with obtaining tax relief, the Customer confirms that
the Bank is authorized to disclose any information requested by any revenue
authority or any governmental body in relation to the Customer or the
Securities and/or Cash held for the Customer. This provision does not
authorize any other voluntary disclosure to any revenue authority or any
governmental body without the prior written consent of Customer.
(vii) Tax reclaim services may be provided by the Bank or, in whole or in
part, by one or more third parties appointed by the Bank (which may be
affiliates of the Bank); provided that the Bank shall be liable for the
performance of any such third party to the same extent as the Bank would
have been if it performed such services itself.
9. NOMINEES.
Securities which are ordinarily held in registered form may be
registered in a nominee name of the Bank, Subcustodian or securities depository,
as the case may be. The Bank may without notice to the Customer cause any such
Securities to cease to be registered in the name of any such nominee and to be
registered in the name of the Customer. In the event that any Securities
registered in a nominee name are called for partial redemption by the issuer,
the Bank may allot the called portion to the respective beneficial holders of
such class of security in any manner the Bank deems to be fair and equitable.
The Customer agrees to hold the Bank, Subcustodians, and their respective
nominees harmless from any liability arising directly or indirectly from their
status as a mere record holder of Securities in the Custody Account.
10. AUTHORIZED PERSONS.
As used in this Agreement, the term "Authorized Person" means employees
or agents including investment managers as have been designated by written
notice from the Customer or its designated agent to act on behalf of the
Customer under this Agreement. Such persons shall continue to be Authorized
Persons until such time as the Bank receives Instructions from the Customer or
its designated agent that any such employee or agent is no longer an Authorized
Person.
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11. INSTRUCTIONS.
The term "Instructions" means instructions of any Authorized Person
received by the Bank, via telephone, telex, TWX, facsimile transmission, bank
wire or other teleprocess or electronic instruction or trade information system
acceptable to the Bank which the Bank believes in good faith to have been given
by Authorized Persons or which are transmitted with proper testing or
authentication pursuant to terms and conditions which the Bank may specify.
Unless otherwise expressly provided, all Instructions shall continue in full
force and effect until canceled or superseded.
Any Instructions delivered to the Bank by telephone shall promptly
thereafter be confirmed in writing by an Authorized Person (which confirmation
may bear the facsimile signature of such Person), but the Customer will hold the
Bank harmless for the failure of an Authorized Person to send such confirmation
in writing, the failure of such confirmation to conform to the telephone
instructions received or the Bank's failure to produce such confirmation at any
subsequent time. The Bank may electronically record any Instructions given by
telephone, and any other telephone discussions with respect to the Custody
Account. The Customer shall be responsible for safeguarding any testkeys,
identification codes or other security devices which the Bank shall make
available to the Customer or its Authorized Persons.
12. STANDARD OF CARE; LIABILITIES.
(a) The Bank shall be responsible for the performance of only such duties
as are set forth in this Agreement or expressly contained in Instructions which
are consistent with the provisions of this Agreement as follows:
(i) The Bank will use reasonable care with respect to its obligations
under this Agreement and the safekeeping of Assets. The Bank shall be
liable to the Customer for any loss which shall occur as the result of
the failure of a Subcustodian to exercise reasonable care with respect
to the safekeeping of such Assets to the same extent that the Bank
would be liable to the Customer if the Bank were holding such Assets
in New York. In the event of any loss to the Customer by reason of the
failure of the Bank or its Subcustodian to utilize reasonable care,
the Bank shall be liable to the Customer only to the extent of the
Customer's direct damages, to be determined based on the market value
of the property which is the subject of the loss at the date of
discovery of such loss and without reference to any special conditions
or circumstances. The Bank will not be responsible for the insolvency
of any Subcustodian which is not a branch or affiliate of Bank.
(ii) The Bank will not be responsible for any act, omission, default or the
solvency of any broker or agent which it or a Subcustodian appoints
unless such appointment was made negligently or in bad faith.
(iii)(a)The Bank shall be indemnified by, and without liability to the
Customer for any action taken or omitted by the Bank whether pursuant
to Instructions or otherwise pursuant to this Agreement if such act or
omission was in good faith, without negligence. In performing its
obligations under this Agreement, the Bank may rely on the genuineness
of any document which it believes in good faith to have been validly
executed. (b) The Bank shall hold Customer harmless from, and shall
indemnify Customer for, any loss, liability, claim or expense incurred
by Customer (including, but not limited to, Customer's reasonable
legal fees) to the extent that such loss, liability, claim or expense
arises from the negligence or willful misconduct on the part of the
Bank itself. In no event shall the Bank be liable for special,
indirect or consequential loss or
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damage of any kind whatsoever (including but not limited to lost
profits), even if the Bank has been advised of the likelihood of such
loss or damage and regardless of the form of action.
(iv) The Customer agrees to pay for and hold the Bank harmless from any
liability or loss resulting from the imposition or assessment of any
taxes or other governmental charges, and any related expenses with
respect to income from or Assets in the Accounts.
(v) The Bank shall be entitled to rely, and may act, upon the advice of
counsel (who may be counsel for the Customer) on all matters and shall
be without liability for any action reasonably taken or omitted
pursuant to such advice.
(vi) The Bank need not maintain any insurance for the benefit of the
Customer.
(vii)Without limiting the foregoing, the Bank shall not be liable for any
loss which results from: 1) the general risk of investing, or 2)
investing or holding Assets in a particular country including, but not
limited to, losses resulting from nationalization, expropriation or
other governmental actions; regulation of the banking or securities
industry; currency restrictions, devaluations or fluctuations; and
market conditions which prevent the orderly execution of securities
transactions or affect the value of Assets.
(viii) Neither party shall be liable to the other for any loss due to
forces beyond their control including, but not limited to strikes or
work stoppages, acts of war or terrorism, insurrection, revolution,
nuclear fusion, fission or radiation, or acts of God.
(b) Consistent with and without limiting the first paragraph of this
Section 12, it is specifically acknowledged that the Bank shall have no duty or
responsibility to:
(i) question Instructions or make any suggestions to the Customer or an
Authorized Person regarding such Instructions;
(ii) supervise or make recommendations with respect to investments or the
retention of Securities;
(iii)advise the Customer or an Authorized Person regarding any default in
the payment of principal or income of any security other than as
provided in Section 5(c) of this Agreement;
(iv) evaluate or report to the Customer or an Authorized Person regarding
the financial condition of any broker, agent or other party to which
Securities are delivered or payments are made pursuant to this
Agreement;
(v) except for trades settled at DTC where the broker provides to the Bank
the trade confirmation and the Customer provides for the Bank to
receive the trade instruction, review or reconcile trade confirmations
received from brokers. The Customer or its Authorized Persons (as
defined in Section 10) issuing Instructions shall bear any
responsibility to review such confirmations against Instructions
issued to and statements issued by the Bank.
(c) The Customer authorizes the Bank to act under this Agreement
notwithstanding that the Bank or any of its divisions or affiliates may have a
material interest in a transaction, or circumstances are such that the Bank may
have a potential conflict of duty or interest including the fact that the Bank
or any of its affiliates may provide
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brokerage services to other customers, act as financial advisor to the issuer of
Securities, act as a lender to the issuer of Securities, act in the same
transaction as agent for more than one customer, have a material interest in the
issue of Securities, or earn profits from any of the activities listed herein.
13. FEES AND EXPENSES.
The Customer agrees to pay the Bank for its services under this
Agreement such amount as may be agreed upon in writing ("Fee Schedule"),
together with the Bank's reasonable out-of-pocket or incidental expenses (as
further defined in the Fee Schedule), including, but not limited to, legal fees.
The Bank shall have a lien on and is authorized to charge any Accounts of the
applicable Portfolio for any amount owing to the Bank under any provision of
this Agreement.
14. MISCELLANEOUS.
(a) Foreign Exchange Transactions.
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To facilitate the administration of the Customer's trading and investment
activity, the Bank is authorized to enter into spot or forward foreign exchange
contracts with the Customer or an Authorized Person for the Customer and may
also provide foreign exchange through its subsidiaries, affiliates or
Subcustodians. Instructions, including standing instructions, may be issued with
respect to such contracts but the Bank may establish rules or limitations
concerning any foreign exchange facility made available. In all cases where the
Bank, its subsidiaries, affiliates or Subcustodians enter into a foreign
exchange contract related to Accounts, the terms and conditions of the then
current foreign exchange contract of the Bank, its subsidiary, affiliate or
Subcustodian and, to the extent not inconsistent, this Agreement shall apply to
such transaction.
(b) Certification of Residency, etc.
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The Customer certifies that it is a resident of the United States and agrees to
notify the Bank of any changes in residency. The Bank may rely upon this
certification or the certification of such other facts as may be required to
administer the Bank's obligations under this Agreement. The Customer will
indemnify the Bank against all losses, liability, claims or demands arising
directly or indirectly from any such certifications.
(c) Access to Records.
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The Bank shall allow the Customer's independent public accountant reasonable
access to the records of the Bank relating to the Assets as is required in
connection with their examination of books and records pertaining to the
Customer's affairs. Subject to restrictions under applicable law, the Bank shall
also obtain an undertaking to permit the Customer's independent public
accountants reasonable access to the records of any Subcustodian which has
physical possession of any Assets as may be required in connection with the
examination of the Customer's books and records.
(d) Governing Law; Successors and Assigns.
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This Agreement shall be governed by the laws of the State of New York and shall
not be assignable by either party, but shall bind the successors in interest of
the Customer and the Bank.
(e) Entire Agreement; Applicable Riders.
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Customer represents that the Assets deposited in the Accounts are Mutual Fund
assets subject to certain Securities and Exchange Commission ("SEC") rules and
regulations.
This Agreement consists exclusively of this document together with
Schedules A and B, Exhibits I - II _______ and the following Rider(s)
[Check applicable rider(s)]:
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X MUTUAL FUND
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SPECIAL TERMS AND CONDITIONS
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There are no other provisions of this Agreement and this Agreement
supersedes any other agreements, whether written or oral, between the parties.
Any amendment to this Agreement must be in writing, executed by both parties.
(f) Severability.
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In the event that one or more provisions of this Agreement are held invalid,
illegal or enforceable in any respect on the basis of any particular
circumstances or in any jurisdiction, the validity, legality and enforceability
of such provision or provisions under other circumstances or in other
jurisdictions and of the remaining provisions will not in any way be affected or
impaired.
(g) Waiver.
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Except as otherwise provided in this Agreement, no failure or delay on the part
of either party in exercising any power or right under this Agreement operates
as a waiver, nor does any single or partial exercise of any power or right
preclude any other or further exercise, or the exercise of any other power or
right. No waiver by a party of any provision of this Agreement, or waiver of any
breach or default, is effective unless in writing and signed by the party
against whom the waiver is to be enforced.
(h) Notices.
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All notices under this Agreement shall be effective when actually received. Any
notices or other communications which may be required under this Agreement are
to be sent to the parties at the following addresses or such other addresses as
may subsequently be given to the other party in writing:
Bank: The Chase Manhattan Bank, N.A.
4 Chase MetroTech Center
Brooklyn, NY 11245
Attention: Global Custody Division
or telex:___________________________
Customer: The Vanguard Group, Inc.
100 Vanguard Boulevard
Malvern, PA 19355
Attention: Fund Financial Services
or telex:__________________________
(i) Termination.
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This Agreement may be terminated by the Customer or the Bank by giving sixty
(60) days written notice to the other, provided that such notice to the Bank
shall specify the names of the persons to whom the Bank shall deliver the Assets
in the Accounts. If notice of termination is given by the Bank, the Customer
shall, within sixty (60) days following receipt of the notice, deliver to the
Bank Instructions specifying the names of the persons to whom the Bank shall
deliver the Assets. In either case the Bank will deliver the Assets to the
persons so specified, after deducting any amounts which the Bank determines in
good faith to be owed to it under Section 13. If within sixty (60) days
following receipt of a notice of termination by the Bank, the Bank does not
receive Instructions from the Customer specifying the names of the persons to
whom the Bank shall deliver the Assets, the Bank, at its
10
<PAGE>
election, may deliver the Assets to a bank or trust company doing business in
the State of New York to be held and disposed of pursuant to the provisions of
this Agreement, or to Authorized Persons, or may continue to hold the Assets
until Instructions are provided to the Bank.
THE VANGUARD GROUP, INC.
By:_/s Karen E. West__________________________
Title: Principal/Controller
THE CHASE MANHATTAN BANK, N.A.
By: /s Michelle David________________________
Title: Vice President
11
<PAGE>
STATE OF PENNSYLVANIA )
: ss.
COUNTY OF CHESTER )
On this 19th day of April, 1996, before me personally came Karen E. West, to me
known, who being by me duly sworn, did depose and say that he/she resides in
Malvern, Pennsylvania; that he/she is Controller of The Vanguard Group, Inc.,
the entity described in and which executed the foregoing instrument; that he/she
knows the seal of said entity, that the seal affixed to said instrument is such
seal, that it was so affixed by order of said entity, and that he/she signed
his/her name thereto by like order.
Sworn to before me this 19th day of April, 1996.
/s Rosemarie A. Sciarretta
Notary
<PAGE>
STATE OF NEW YORK )
: ss.
COUNTY OF NEW YORK )
On this 22nd day of April,1996, before me personally came Michelle
David, to me known, who being by me duly sworn, did depose and say that he/she
resides in Brooklyn, New York at 4 Metrotech Center, Brooklyn, New York 11245;
that he/she is a Vice President of THE CHASE MANHATTAN BANK, (National
Association), the corporation described in and which executed the foregoing
instrument; that he/she knows the seal of said corporation, that the seal
affixed to said instrument is such corporate seal, that it was so affixed by
order of the Board of Directors of said corporation, and that he/she signed
his/her name thereto by like order.
Sworn to before me this 22nd day of April, 1996.
/s Layee Ng
Notary
<PAGE>
Mutual Fund Rider to Global Custody Agreement
Between The Chase Manhattan Bank, N.A. and
The Vanguard Group, Inc.
effective April 19, 1996
Customer represents that the Assets being placed in the Bank's custody
are subject to the Investment Company Act of 1940 (the Act), as the same may be
amended from time to time.
Except to the extent that the Bank has specifically agreed to comply
with a condition of a rule, regulation, interpretation promulgated by or under
the authority of the SEC or the Exemptive Order applicable to accounts of this
nature issued to the Bank (Investment Company Act of 1940, Release No. 12053,
November 20, 1981), as amended, or unless the Bank has otherwise specifically
agreed, the Customer shall be solely responsible to assure that the maintenance
of Assets under this Agreement complies with such rules, regulations,
interpretations or exemptive order promulgated by or under the authority of the
Securities Exchange Commission.
THE FOLLOWING MODIFICATIONS ARE MADE TO THE AGREEMENT:
SECTION 3. SUBCUSTODIANS AND SECURITIES DEPOSITORIES.
------------------------------------------
Add the following language to the end of Section 3:
The terms Subcustodian and securities depositories as used in this
Agreement shall mean a branch of a qualified U.S. bank, an eligible
foreign custodian or an eligible foreign securities depository, which
are further defined as follows:
(a) "qualified U.S. Bank" shall mean a qualified U.S. bank as defined
in Rule 17f-5 under the Investment Company Act of 1940;
(b) "eligible foreign custodian" shall mean (i) a banking institution
or trust company incorporated or organized under the laws of a country
other than the United States that is regulated as such by that
country's government or an agency thereof and that has shareholders'
equity in excess of
<PAGE>
$200 million in U.S. currency (or a foreign currency equivalent
thereof), (ii) a majority owned direct or indirect subsidiary of a
qualified U.S. bank or bank holding company that is incorporated or
organized under the laws of a country other than the United States and
that has shareholders' equity in excess of $100 million in U.S.
currency (or a foreign currency equivalent thereof) (iii) a banking
institution or trust company incorporated or organized under the laws
of a country other than the United States or a majority owned direct
or indirect subsidiary of a qualified U.S. bank or bank holding
company that is incorporated or organized under the laws of a country
other than the United States which has such other qualifications as
shall be specified in Instructions and approved by the Bank; or (iv)
any other entity that shall have been so qualified by exemptive order,
rule or other appropriate action of the SEC; and
(c) "eligible foreign securities depository" shall mean a securities
depository or clearing agency, incorporated or organized under the
laws of a country other than the United States, which operates (i) the
central system for handling securities or equivalent book-entries in
that country, or (ii) a transnational system for the central handling
of securities or equivalent book-entries.
The Customer represents that its Board of Directors has approved each
of the Subcustodians listed in Schedule B to this Agreement and the terms of the
subcustody agreements between the Bank and each Subcustodian, which are attached
as Exhibits I through of Schedule B, and further represents that its Board has
determined that the use of each Subcustodian and the terms of each subcustody
agreement are consistent with the best interests of the Fund(s) and its (their)
shareholders. The Bank will supply the Customer with any amendment to Schedule B
for approval. The Customer has supplied or will supply the Bank with certified
copies of its Board of Directors resolution(s) with respect to the foregoing
prior to placing Assets with any Subcustodian so approved.
Section 11. Instructions.
-------------
Add the following language to the end of Section 11:
Deposit Account Payments and Custody Account Transactions made pursuant
to Section 5 and 6 of this Agreement may be made only for the purposes
listed below. Instructions must specify the purpose for which any
transaction is to be made and Customer shall be solely responsible to
assure that Instructions are in accord with any limitations or
restrictions applicable to the Customer by law or as may be set forth
in its prospectus.
2
<PAGE>
(a) In connection with the purchase or sale of Securities at prices as
confirmed by Instructions;
(b) When Securities are called, redeemed or retired, or otherwise become
payable;
(c) In exchange for or upon conversion into other securities alone or other
securities and cash pursuant to any plan or merger, consolidation,
reorganization, recapitalization or readjustment;
(d) Upon conversion of Securities pursuant to their terms into other
securities;
(e) Upon exercise of subscription, purchase or other similar rights represented
by Securities;
(f) For the payment of interest, taxes, management or supervisory fees,
distributions or operating expenses;
(g) In connection with any borrowings by the Customer requiring a pledge of
Securities, but only against receipt of amounts borrowed;
(h) In connection with any loans, but only against receipt of adequate
collateral as specified in Instructions which shall reflect any
restrictions applicable to the Customer;
(i) For the purpose of redeeming shares of the capital stock of the Customer
and the delivery to, or the crediting to the account of, the Bank, its
Subcustodian or the Customer's transfer agent, such shares to be purchased
or redeemed;
(j) For the purpose of redeeming in kind shares of the Customer against
delivery to the Bank, its Subcustodian or the Customer's transfer agent of
such shares to be so redeemed;
(k) For delivery in accordance with the provisions of any agreement among the
Customer, the Bank and a broker-dealer registered under the Securities
Exchange Act of 1934 (the "Exchange Act") and a member of The National
Association of Securities Dealers, Inc. ("NASD"), relating to compliance
with the rules of The Options Clearing Corporation and of any registered
national securities exchange, or of any similar organization or
organizations, regarding escrow or other arrangements in connection with
transactions by the Customer;
3
<PAGE>
(l) For release of Securities to designated brokers under covered call options,
provided, however, that such Securities shall be released only upon payment
to the Bank of monies for the premium due and a receipt for the Securities
which are to be held in escrow. Upon exercise of the option, or at
expiration, the Bank will receive from brokers the Securities previously
deposited. The Bank will act strictly in accordance with Instructions in
the delivery of Securities to be held in escrow and will have no
responsibility or liability for any such Securities which are not returned
promptly when due other than to make proper request for such return;
(m) For spot or forward foreign exchange transactions to facilitate security
trading, receipt of income from Securities or related transactions;
(n) For other proper purposes as may be specified in Instructions issued by an
officer of the Customer which shall include a statement of the purpose for
which the delivery or payment is to be made, the amount of the payment or
specific Securities to be delivered, the name of the person or persons to
whom delivery or payment is to be made, and a certification that the
purpose is a proper purpose under the instruments governing the Customer;
and
(o) Upon the termination of this Agreement as set forth in Section 14(i).
Section 12. Standard of Care; Liabilities.
------------------------------
Add the following subsection (c) to Section 12:
(c) The Bank hereby warrants to the Customer that in its opinion, after due
inquiry, the established procedures to be followed by each of its branches,
each branch of a qualified U.S. bank, each eligible foreign custodian and
each eligible foreign securities depository holding the Customer's
Securities pursuant to this Agreement afford protection for such Securities
at least equal to that afforded by the Bank's established procedures with
respect to similar securities held by the Bank and its securities
depositories in New York.
Section 14. Access to Records.
------------------------------
Add the following language to the end of Section 14(c):
--------------------------------------------------------
4
<PAGE>
Applicable accounts, books and records of the Bank shall be open to
inspection and audit at all reasonable times during normal business hours upon
reasonable advance notice by Customer's independent public accountants and by
employees of Customer designated to the Bank. All such materials shall, to the
extent applicable, be maintained and preserved in conformity with the Act and
the rules and regulations thereunder, including without limitation, SEC Rule
31a.
Add the following language to the end of
Section 14(i):
--------------------------------------------------------
Termination as to One or More Portfolios.
-----------------------------------------
This Agreement may be terminated as to one or more Portfolios (but less than all
the Portfolios) by delivery of an amended Schedule A deleting all such
Portfolios, in which case termination as to the deleted Portfolios shall take
effect sixty (60) days after the date of such delivery. The execution and
delivery of an amended Schedule A which deletes one or more Portfolios, shall
constitute a termination hereof only with respect to such deleted Portfolios,
shall be governed by the preceding provisions of Section 14 as to the
identification of a successor custodian and the delivery of the Assets of the
Portfolio so deleted to such successor custodian, and shall not affect the
obligations of the Bank and the Customer hereunder with respect to the other
Portfolios set forth in Schedule A, as amended from time to time.
The following is added as Section 14(j):
-----------------------------------------
(j) Several Obligations of the Portfolios.
-------------------------------------------
With respect to any obligations of the Customer on behalf of the Portfolios and
their related Accounts arising hereunder, the Custodian shall look for payment
or satisfaction of any such obligation solely to the assets and property of the
Portfolio and such Accounts to which such obligation relates as though the
Customer had separately contracted with the Custodian by separate written
instrument with respect to each Portfolio and its Accounts.
5
<PAGE>
Schedule A
----------
1. Vanguard World Fund Inc. - International Growth Portfolio
2. Vanguard Specialized Portfolios Inc. - Gold and Precious Metals
<PAGE>
SCHEDULE B
----------
SUB-CUSTODIANS APPOINTED BY
---------------------------
THE CHASE MANHATTAN BANK, N.A., FOR GLOBAL CUSTODY
--------------------------------------------------
AS OF MARCH 1996
----------------
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK
--------------------------------------------------------------------------------
ARGENTINA The Chase Manhattan Bank, N.A. The Chase Manhattan Bank,N.A.
Arenales 707, 5th Floor Buenos Aires
De Mayo 130/140
1061 Buenos Aires
ARGENTINA
AUSTRALIA The Chase Manhattan Bank The Chase Manhattan Bank,N.A.
Australia Limited Australia Limited
36th Floor Sydney
World Trade Centre
Jamison Street
Sydney
New South Wales 2000
AUSTRALIA
AUSTRIA Creditanstalt - Bankverein Credit Lyonnais
Schottengasse 6 Vienna
A - 1011, Vienna
AUSTRIA
BANGLADESH Standard Chartered Bank Standard Chartered Bank
18-20 Motijheel C.A. Dhaka
Box 536,
Dhaka-1000
BANGLADESH
BELGIUM Generale Bank Credit Lyonnais Bank
3 Montagne Du Parc Brussels
1000 Bruxelles
BELGIUM
BOTSWANA Barclays Bank of Botswana Limited Barclays Bank of Botswana
Barclays House Gaborone
Khama Crescent
Gaborone
BOTSWANA
<PAGE>
BRAZIL Banco Chase Manhattan, S.A. Banco Chase Manhattan S.A.
Chase Manhattan Center San Paulo
Rua Verbo Divino, 1400
Sao Paulo, SP 04719-002
BRAZIL
CANADA The Royal Bank of Canada Royal Bank of Canada
Royal Bank Plaza Toronto
Toronto
Ontario M5J 2J5
CANADA
Canada Trust Royal Bank of Canada
Canada Trust Tower Toronto
BCE Place
161 Bay at Front
Toronto
Ontario M5J 2T2
CANADA
CHILE The Chase Manhattan Bank, N.A. The Chase Manhattan Bank,N.A.
Agustinas 1235 Santiago
Casilla 9192
Santiago
CHILE
COLOMBIA Cititrust Colombia S.A. Cititrust Colombia S.A.
Sociedad Fiduciaria Sociedad Fudiciaria
Carrera 9a No 99-02 Santafe de Bogota
Santafe de Bogota, DC
COLOMBIA
CZECH Ceskoslovenska Obchodni Banka, A.S. Komercni Banka, A.S.,,
REPUBLIC Na Prikope 14 Praha
115 20 Praha 1
CZECH REPUBLIC
DENMARK Den Danske Bank Den Danske Bank
2 Holmens Kanala DK 1091 Copenhagen
Copenhagen
DENMARK
EGYPT National Bank of Egypt National Bank of Egypt
24 Sherif Street Cairo
Cairo
EGYPT
2
<PAGE>
EUROBONDS Cedel S.A. . ECU:Lloyds Bank PLC
67 Boulevard Grande Duchesse International Banking
Charlotte Division
LUXEMBOURG London
A/c The Chase Manhattan Bank, N.A. For all other currencies: see
London relevant country
A/c No. 17817
EURO CDS First Chicago Clearing Centre ECU:Lloyds Bank PLC
27 Leadenhall Street Banking Division London
London EC3A 1AA For all other currencies: see
UNITED KINGDOM relevant country
FINLAND Merita Bank KOP Merita Bank KOP
Aleksis Kiven 3-5 Helsinki
00500 Helsinki
FINLAND
FRANCE Banque Paribas Societe Generale
Ref256 Paris
BP 141
3, Rue D'Antin
75078 Paris
Cedex 02
FRANCE
GERMANY Chase Bank A.G. Chase Bank A.G.
Alexanderstrasse 59 Frankfurt
Postfach 90 01 09
60441 Frankfurt/Main
GERMANY
GHANA Barclays Bank of Ghana Barclays Bank
Barclays House Accra
High Street
Accra
GHANA
GREECE Barclays Bank Pic National Bank of Greece S.A.
1 Kolokotroni Street Athens
10562 Athens A/c Chase Manhattan Bank,N.A.
GREECE London
A/c No. 040/7/921578-68
3
<PAGE>
HONG KONG The Chase Manhattan Bank, N.A. The Chase Manhattan Bank,N.A.
40/F One Exchange Square Hong Kong
8, Connaught Place
Central, Hong Kong
HONG KONG
HUNGARY Citibank Budapest Rt. Citibank Budapest Rt.
Vaci Utca 19-21 Budapest
1052 Budapest V
HUNGARY
INDIA The Hongkong and Shanghai The Hongkong and Shanghai
Banking Corporation Limited Banking Corporation Limited
52/60 Mahatma Gandhi Road Bombay
Bombay 4000 001
INDIA
Deutsche Bank AG, Bombay Branch Deutsche Bank
Securities & Custody Services Bombay
Kodak House
222 D.N. Road, Fort
Bombay 4000 001
INDIA
INDONESIA The Hongkong and Shanghai The Chase Manhattan Bank,N.A.
Banking Corporation Limited Jakarta
World Trade Center
J1. Jend Sudirman Kav. 29-31
Jakarta 10023
INDONESIA
IRELAND Bank of Ireland Allied Irish Bank
International Financial Services Dublin
Centre
Dublin 1
IRELAND
ISRAEL Bank Leumi Le-Israel B.M. Bank Leumi Le-Israel B.M.
19 Herzl Street Tel Aviv
61000 Tel Aviv
ISRAEL
ITALY The Chase Manhattan Bank, N.A. The Chase Manhattan Bank,N.A.
Piazza Meda 1 Milan
20121 Milan
ITALY
4
<PAGE>
JAPAN The Chase Manhattan Bank, N.A. The Chase Manhattan Bank,N.A.
1-3 Marunouchi 1-Chome Tokyo
Chiyoda-Ku
Tokyo 100
JAPAN
JORDAN Arab Bank Limited Arab Bank Limited
P O Box 950544-5 Amman
Amman
Shmeisani
JORDAN
KENYA Barclays Bank of Kenya Barclays Bank of Kenya
Third Floor Nairobi
Queensway House
Nairobi
KENYA
LUXEMBOURG Banque Generale du Luxembourg S.A. Banque Generale du Luxembourg
50 Avenue J.F. Kennedy S.A.
L-2951 LUXEMBOURG Luxembourg
MALAYSIA The Chase Manhattan Bank, N.A. The Chase Manhattan Bank,N.A.
Pernas International Kuala Lumpur
Jalan Sultan Ismail
50250, Kuala Lumpur
MALAYSIA
MAURITIUS Hongkong and Shanghai Banking Hongkong and Shanghai Banking
Corporation Ltd Corporation Ltd.
Curepipe Curepipe
MAURITIUS
MEXICO The Chase Manhattan Bank, S.A. No correspondent bank
(Equities) Montes Urales no. 470, 4th Floor
Col. Lomas de Chapultepec
11000 Mexico D.F.
(Government Banco Nacional de Mexico No correspondent bank
Bonds) Avenida Juarez No. 104 - 11 Piso
06040 Mexico D.F.
MEXICO
5
<PAGE>
MORROCO Banque Commerciale du Maroc Banque Commercial du Maroc
2 Boulevard Moulay Youssef Casablanca
Casablanca 20000
MORROCO
NETHERLANDS ABN AMRO N.V. Generale Bank
Securities Centre Nederland N.V.
P O Box 3200 Rotterdam
4800 De Breda
NETHERLANDS
NEW ZEALAND National Nominees Limited National Bank of New Zealand
Level 2 BNZ Tower Wellington
125 Queen Street
Auckland
NEW ZEALAND
NORWAY Den Norske Bank Den Norske Bank
Kirkegaten 21 Oslo
Oslo 1
NORWAY
PAKISTAN Citibank N.A. Citibank N.A.
State Life Building No. 1 Karachi
I.I. Chundrigar Road
Karachi
PAKISTAN
Deutsche Bank Deutsche Bank
Unitowers Karachi
I.I. Chundrigar Road
Karachi
PAKISTAN
PERU Citibank, N.A. Citibank N.A.
Camino Real 457 Lima
CC Torre Real - 5th Floor
San Isidro, Lima 27
PERU
6
<PAGE>
PHILIPPINES The Hongkong and Shanghai The Hongkong and Shanghai
Banking Corporation Limited Banking Corporation Limited
Hong Kong Bank Centre 3/F Manila
San Miguel Avenue
Ortigas Commercial Centre
Pasig Metro Manila
PHILIPPINES
POLAND Bank Polska Kasa Opieki S.A. Bank Polska Kasa Opieki S.A.
Curtis Plaza Warsaw
Woloska 18
02-675 Warsaw
POLAND
For Mutual Funds:
Bank Handlowy W. Warsawie. S.A. Bank Polska Kasa Opieki S.A.
Custody Dept. Warsaw
Capital Markets Centre
U1, Nowy Swiat 6/12
00-920 Warsaw
POLAND
PORTUGAL Banco Espirito Santo & Comercial Banco Nacional Ultra Marino
de Lisboa Lisbon
Servico de Gestaode Titulos
R. Mouzinho de Silveira, 36 r/c
1200 Lisbon
PORTUGAL
RUSSIA Chase Manhattan Bank International Chase Manhattan Bank
("CMBI") New York
1st Tverskaya - Yamskaya, 23 A/C Chase Manhattan Bank
125047 Moscow London (US$ Nostro Account)
RUSSIA
SHANGHAI The Hongkong and Shanghai Citibank
(CHINA) Banking Corporation Limited New York
Shanghai Branch
Corporate Banking Centre
Unit 504, 5/F Shanghai Centre
1376 Nanjing Xi Lu
Shanghai
THE PEOPLE'S REPUBLIC OF CHINA
7
<PAGE>
SHENZHEN The Hongkong and Shanghai The Chase Manhattan Bank,N.A.
(CHINA) Banking Corporation Limited Hong Kong
1st Floor
Central Plaza Hotel
No.1 Chun Feng Lu
Shenzhen
THE PEOPLE'S REPUBLIC OF CHINA
SINGAPORE The Chase Manhattan Bank, N.A. The Chase Manhattan Bank,N.A.
Shell Tower Singapore
50 Raffles Place
Singapore 0104
SINGAPORE
SLOVAK Ceskoslovenska Obchodni Banka, A.S. Ceskoslovenska Obchodni Banka
REPUBLIC Michalska 18 Slovak Republic
815 63 Bratislava
SLOVAK REPUBLIC
SOUTH AFRICA Standard Bank of South Africa Standard Bank of South Africa
Standard Bank Chambers South Africa
46 Marshall Street
Johannesburg 2001
SOUTH AFRICA
SOUTH KOREA The Hongkong and Shanghai The Hongkong and Shanghai
Banking Corporation Limited Banking Corporation Limited
6/F Kyobo Building Seoul
#1 Chongro, 1-ka Chongro-Ku
Seoul
SOUTH KOREA
SPAIN The Chase Manhattan Bank, N.A. Banco Bilbao Vizcaya,
Calle Peonias 2 Madrid
7th Floor
La Piovera
28042 Madrid
SPAIN
SRI LANKA The Hongkong and Shanghai The Hongkong and Shanghai
Banking Corporation Limited Banking Corporation Limited
Unit #02-02 West Block, Colombo
World Trade Center
Colombo 1,
SRI LANKA
8
<PAGE>
SWEDEN Skandinaviska Enskilda Banken Svenska Handelsbanken
Kungstradgardsgatan Stockholm
Stockholm S-106 40
SWEDEN
SWITZERLAND Union Bank of Switzerland Union Bank of Switzerland
45 Bahnhofstrasse Zurich
8021 Zurich
SWITZERLAND
TAIWAN The Chase Manhattan Bank, N.A. No correspondent Bank
115 Min Sheng East Road - Sec 3,
9th Floor
Taipei
TAIWAN
Republic of China
THAILAND The Chase Manhattan Bank, N.A. The Chase Manhattan Bank,N.A.
Bubhajit Building Bangkok
20 North Sathorn Road
Silom, Bangrak
Bangkok 10500
THAILAND
TUNISIA Banque Internationale Arabe Bangue Internationale Arabe
de Tunisie de Tunisie
70-72 Avenue Habib Bourguiba Tunisia
P. O. Box 520
1080 Tunis Cedex
TUNISIA
TURKEY The Chase Manhattan Bank, N.A. The Chase Manhattan Bank,N.A.
Emirhan Cad. No: 145 Istanbul
Atakule, A Blok Kat:11
80700-Dikilitas/Besiktas
Istanbul
TURKEY
U.K. The Chase Manhattan Bank, N.A. The Chase Manhattan Bank,N.A.
Woolgate House London
Coleman Street
London EC2P 2HD
UNITED KINGDOM
9
<PAGE>
AMENDMENT #1
------------
The following is an amendment ("Amendment") to the Global Custody Agreement
dated April 16, 1996 (the "Agreement") by and between The Chase Manhattan Bank,
N.A. (the "Bank") and The Vanguard Group, Inc. ("Customer") on behalf of certain
of its portfolios listed on Schedule A thereto (individually a "Portfolio" and
collectively the "Portfolios"). Bank and Customer hereby agree that all of the
terms and conditions as set forth in the Agreement are hereby incorporated by
reference with respect to the Portfolios listed below.
Schedule A is hereby amended as follows:
The following Portfolios are hereby added to Schedule A:
Vanguard/Wellington Fund, Inc.
Vanguard/Wellesley Income Fund, Inc.
Vanguard Tax-Managed Fund, Inc.
Growth and Income Portfolio
Capital Appreciation Portfolio
Balanced Fund
Vanguard Fixed Income Securities Fund, Inc.
High-Yield Corporate Portfolio
Long-Term Corporate Portfolio
GNMA Portfolio
Vanguard Bond Index Fund, Inc.
Total Bond Market Portfolio
Vanguard LIFEStrategy Funds
Income Portfolio
Conservative Growth Portfolio
Moderate Growth Portfolio
Growth Portfolio
AGREED TO as of July 19, 1996 BY:
-------------
The Vanguard Group, Inc. The Chase Manhattan Bank, N.A.
By: /s Karen E. West By: /s Michelle David
------------- ---------------
Title: Principal/Controller Title: Vice President
-------------------- --------------
<PAGE>
AMENDMENT #2
------------
The following is an amendment ("Amendment") to the Global Custody
Agreement dated April 16, 1996 (the "Agreement") by and between The Chase
Manhattan Bank, N.A. (the "Bank") and The Vanguard Group, Inc. ("Customer") on
behalf of certain of its portfolios listed on Schedule A thereto (individually a
"Portfolio" and collectively the "Portfolios"). This Amendment serves to update
the names of the Portfolios listed on Schedule A and Amendment #1. Bank and
Customer hereby agree that all of the terms and conditions as set forth in the
Agreement are hereby incorporated by reference with respect to the Portfolios
listed below.
Schedule A and Amendment #1 are hereby amended as follows:
Vanguard World Funds
Vanguard International Growth Fund
Vanguard Specialized Funds
Vanguard Gold and Precious Metals Fund
Vanguard Wellington Fund
Vanguard Wellesley Income Fund
Vanguard Tax-Managed Funds
Vanguard Tax-Managed Growth and Income Fund
Vanguard Tax-Managed Capital Appreciation Fund
Vanguard Tax-Managed Balanced Fund
Vanguard Fixed Income Securities Funds
Vanguard High-Yield Corporate Fund
Vanguard Long-Term Corporate Fund
Vanguard GNMA Fund
Vanguard Bond Index Funds
Vanguard Total Bond Market Index Fund
Vanguard STAR Funds
Vanguard LifeStrategy Income Fund
Vanguard LifeStrategy Conservative Growth Fund
Vanguard LifeStrategy Moderate Growth Fund
Vanguard LifeStrategy Growth Fund
7
<PAGE>
AGREED TO as of April 24, 2000 BY:
The Vanguard Group, Inc. The Chase Manhattan Bank, N.A.
By: /s Raymond J. Klapinsky By: /s James E. Cecere, Jr.
Name: Raymond J. Klapinsky Name: James E. Cecere, Jr.
Title: Managing Director and Title: Vice President
Secretary
8
<PAGE>
AMENDMENT #3
------------
The following is an amendment ("Amendment") to the Global Custody
Agreement dated April 16, 1996 (the "Agreement") by and between The Chase
Manhattan Bank (formerly known as The Chase Manhattan Bank, N.A.) (the "Bank")
and The Vanguard Group, Inc. ("Customer") on behalf of certain of its portfolios
listed on Schedule A thereto (individually a "Portfolio" and collectively the
"Portfolios"). This Amendment serves to update the names of the Portfolios
listed on Schedule A and Amendment #2. Bank and Customer hereby agree that all
of the terms and conditions as set forth in the Agreement are hereby
incorporated by reference with respect to the Portfolios listed below.
Schedule A and Amendment #2 are hereby amended as follows:
Vanguard World Funds
Vanguard International Growth Fund
Vanguard Specialized Funds
Vanguard Gold and Precious Metals Fund
Vanguard Health Care Fund
Vanguard Wellington Fund
Vanguard Wellesley Income Fund
Vanguard Tax-Managed Funds
Vanguard Tax-Managed Growth and Income Fund
Vanguard Tax-Managed Capital Appreciation Fund
Vanguard Tax-Managed Balanced Fund
Vanguard Tax-Managed Small-Cap Fund
Vanguard Fixed Income Securities Funds
Vanguard High-Yield Corporate Fund
Vanguard Long-Term Corporate Fund
Vanguard GNMA Fund
Vanguard Inflation-Protected Securities Fund
Vanguard Bond Index Funds
Vanguard Total Bond Market Index Fund
Vanguard STAR Funds
Vanguard LifeStrategy Income Fund
Vanguard LifeStrategy Conservative Growth Fund
Vanguard LifeStrategy Moderate Growth Fund
9
<PAGE>
Vanguard LifeStrategy Growth Fund
Vanguard Developed Markets Index Fund
Vanguard Institutional Developed Markets Index Fund
Vanguard Index Funds
Vanguard 500 Index Fund
Vanguard Total Stock Market Index Fund
Vanguard Value Index Fund
Vanguard Growth Index Fund
Vanguard Small-Cap Index Fund
AGREED TO as of May 26, 2000 BY:
The Vanguard Group, Inc. The Chase Manhattan Bank, N.A.
By: /s Raymond J. Klapinsky By: /s James E. Cecere, Jr.
Name: Raymond J. Klapinsky Name: James E. Cecere, Jr.
Title: Managing Director and Title: Vice President
Secretary
10
<PAGE>
FIXED INCOME GROUP
ASSET
FUND # NAME
---------------------------------------------------------------
MM Fund
50 Treasury Money Market Fund
33 Federal Money Market Fund
30 Prime Money Market Fund
66 Prime Money Market Fund Inst
ADMIRAL FUNDS
11 Admiral Treasury Money Market
12 Admiral Short-Term Treasury
19 Admiral Intermediate-Term Treasury
20 Admiral Long-Term Treasury
FIXED INCOME FUNDS
32 Short-Term Treasury Fund
49 Short-Term Federal Fund
39 Short-Term Corporate Fund
858 Short-Term Corporate Fund Inst
35 Intermediate-Term Treasury Fund
71 Intermediate-Term Corporate Fund
83 Long-Term Treasury Fund
INDEX FUNDS
02 Balanced Index Fund (40%)
314 Intermediate-Term Bond Index
522 Long-Term Bond Index
132 Short-Term Bond Index
84 Total Bond Market Index Fund
222 Total Bond Market Index Inst
TAX MANAGED
103 Tax-Managed Balanced Fund (50%)
VARIABLE ANNUITY
64 VVAP - Money Market
67 VVAP - High-Grade Bond
144 VVAP - Short-Term Corporate
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FUND # NAME
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STATE TAX-EXEMPT MM
62 CA Tax-Exempt Money Market
95 NJ Tax-Exempt Money Market
163 NY Tax-Exempt Money Market
96 OH Tax-Exempt Money Market
63 PA Tax-Exempt Money Market
NATIONAL TAX-EXEMPT MM
45 Tax-Exempt Money Market (Nat'l)
TAX-EXEMPT INCOME FUNDS
41 Short-Term Tax-Exempt
31 Limited-Term Tax-Exempt
42 Intermediate-Term Tax-Exempt
58 Insured Long-Term Tax-Exempt
43 Long-Term Tax-Exempt
44 High Yield Tax-Exempt
STATE TAX-EXEMPT INCOME FUNDS
100 CA Insured IT Tax-Exempt Fund
75 CA Insured LT Tax-Exempt Fund
18 FL Insured LT Tax-Exempt Fund
168 MA Tax-Exempt Fund
14 NJ Insured LT Tax-Exempt Fund
76 NY Insured LT Tax-Exempt Fund
97 OH Insured LT Tax-Exempt Fund
77 PA Insured LT Tax-Exempt Fund
