AMENDMENT NO. 7

TO AMENDED AND RESTATED

AGREEMENT AND DECLARATION OF TRUST

OF

VANGUARD MALVERN FUNDS

This Amendment No. 7 (the "Amendment") to the Amended and Restated Agreement and Declaration of Trust of Vanguard Malvern Funds (the "Trust") amends, the Amended and Restated Agreement and Declaration of Trust of the Trust dated as of November 19, 2008, as amended (the "Agreement").

By resolutions adopted at a meeting of the Trust's Board of Trustees (the "Board") on March 19, 2020, the Board approved this Amendment. Under Article VIII, Section 4 of the Agreement, this Amendment may be executed by a duly authorized officer of the Trust.

WHEREAS, the Trust desires to amend the Agreement to reflect the removal of the Investor share class to, Vanguard Capital Value Fund, a series of the Trust;

NOW, THEREFORE, the Agreement is hereby amended as follows:

1.Schedule A of the Agreement is hereby amended and restated to read in its entirety as set forth on Exhibit 1 to this Amendment.

2.All references in the Agreement to the "Amended Declaration of Trust" or "Declaration of Trust" shall mean the Agreement as amended by this Amendment.

3.Except as specifically amended by this Amendment, the Agreement is hereby confirmed and remains in full force and effect.

IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Trust, has executed this Amendment as of July , 2020.

VANGUARD MALVERN FUNDS

/S/ Laura Merianos _____________

(Original signature on Declaration of Trust)

Laura Merianos

Assistant Secretary

EXHIBIT 1

TO AMENDED AND RESTATED

AGREEMENT AND DECLARATION OF TRUST

OF

VANGUARD MALVERN FUNDS

SCHEDULE A

VANGUARD MALVERN FUNDS

SERIES AND CLASSES OF THE TRUST

SERIES	CLASSES
Vanguard Core Bond Fund	Investor, Admiral
Vanguard Emerging Markets Bond Fund	Investor, Admiral
Vanguard Institutional Intermediate-Term Bond Fund	Institutional Plus Shares
Vanguard Institutional Short-Term Bond Fund	Institutional Plus Shares
Vanguard Short-Term Inflation-Protected	Admiral, Institutional, ETF
Securities Index Fund
Vanguard U.S. Value Fund	Investor

AMENDMENT NO. 6

TO AMENDED AND RESTATED

AGREEMENT AND DECLARATION OF TRUST

OF

VANGUARD MALVERN FUNDS

This Amendment No. 6 (the "Amendment") to the Amended and Restated Agreement and Declaration of Trust of Vanguard Malvern Funds (the "Trust") amends, effective January 23, 2020, the Amended and Restated Agreement and Declaration of Trust of the Trust dated as of November 19, 2008, as amended (the "Agreement").

By resolutions adopted at a meeting of the Trust's Board of Trustees (the "Board") on October 29, 2018, the Board approved this Amendment. Under Article VIII, Section 4 of the Agreement, this Amendment may be executed by a duly authorized officer of the Trust.

WHEREAS, the Trust desires to amend the Agreement to reflect the removal of the Investor share class to, Vanguard Short-Term Inflation-Protected Securities Index Fund, a series of the Trust;

NOW, THEREFORE, the Agreement is hereby amended as follows:

4.Schedule A of the Agreement is hereby amended and restated to read in its entirety as set forth on Exhibit 1 to this Amendment.

5.All references in the Agreement to the "Amended Declaration of Trust" or "Declaration of Trust" shall mean the Agreement as amended by this Amendment.

6.Except as specifically amended by this Amendment, the Agreement is hereby confirmed and remains in full force and effect.

IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Trust, has executed this Amendment as of January 23, 2020.

VANGUARD MALVERN FUNDS

/S/ Laura Merianos _____________

(Original signature on Declaration of Trust)

Laura Merianos

Assistant Secretary

EXHIBIT 1

TO AMENDED AND RESTATED

AGREEMENT AND DECLARATION OF TRUST

OF

VANGUARD MALVERN FUNDS

SCHEDULE A

VANGUARD MALVERN FUNDS

SERIES AND CLASSES OF THE TRUST

SERIES	CLASSES
Vanguard Capital Value Fund	Investor
Vanguard Core Bond Fund	Investor, Admiral
Vanguard Emerging Markets Bond Fund	Investor, Admiral
Vanguard Institutional Intermediate-Term Bond Fund	Institutional Plus Shares
Vanguard Institutional Short-Term Bond Fund	Institutional Plus Shares
Vanguard Short-Term Inflation-Protected	Admiral, Institutional, ETF
Securities Index Fund
Vanguard U.S. Value Fund	Investor

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AMENDMENT NO. 5

TO AMENDED AND RESTATED

AGREEMENT AND DECLARATION OF TRUST

OF

VANGUARD MALVERN FUNDS

This Amendment No. 5 (the "Amendment") to the Amended and Restated Agreement and Declaration of Trust of Vanguard Malvern Funds (the "Trust") amends the Amended and Restated Agreement and Declaration of Trust of the Trust dated as of November 19, 2008, as amended (the "Agreement").

By resolutions adopted at a meeting of the Trust's Board of Trustees (the "Board") on November 19 & 20, 2015, the Board approved this Amendment. Under Article VIII, Section 4 of the Agreement, this Amendment may be executed by a duly authorized officer of the Trust.

WHEREAS, the Trust desires to amend the Agreement to reflect the addition of the following series: Vanguard Core Bond Fund and Vanguard Emerging Markets Bond Fund;

NOW, THEREFORE, the Agreement is hereby amended as follows:

7.Schedule A of the Agreement is hereby amended and restated to read in its entirety as set forth on Exhibit 1 to this Amendment.

8.All references in the Agreement to the "Amended Declaration of Trust" or "Declaration of Trust" shall mean the Agreement as amended by this Amendment.

9.Except as specifically amended by this Amendment, the Agreement is hereby confirmed and remains in full force and effect.

IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Trust, has executed this Amendment as of December 3, 2015.

VANGUARD MALVERN FUNDS

/S/ Heidi Stam___________

(Original signature on Declaration of Trust)

Heidi Stam

Secretary

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EXHIBIT 1

TO AMENDED AND RESTATED

AGREEMENT AND DECLARATION OF TRUST

OF

VANGUARD MALVERN FUNDS

SCHEDULE A

VANGUARD MALVERN FUNDS

SERIES AND CLASSES OF THE TRUST

SERIES	CLASSES
Vanguard Capital Value Fund	Investor
Vanguard Core Bond Fund	Investor, Admiral
Vanguard Emerging Markets Bond Fund	Investor, Admiral
Vanguard Institutional Intermediate-Term Bond Fund	Institutional Plus Shares
Vanguard Institutional Short-Term Bond Fund	Institutional Plus Shares
Vanguard Short-Term Inflation-Protected	Investor, Admiral, Institutional, ETF
Securities Index Fund
Vanguard U.S. Value Fund	Investor

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AMENDMENT NO. 4

TO AMENDED AND RESTATED

AGREEMENT AND DECLARATION OF TRUST

OF

VANGUARD MALVERN FUNDS

This Amendment No. 4 (the "Amendment") to the Amended and Restated Agreement and Declaration of Trust of Vanguard Malvern Funds (the "Trust") amends, effective June 16, 2015 the Amended and Restated Agreement and Declaration of Trust of the Trust dated as of November 19, 2008, as amended (the "Agreement").

By resolutions adopted at a meeting of the Trust's Board of Trustees (the "Board") on February 19 & 20, 2015, the Board approved this Amendment. Under Article VIII, Section 4 of the Agreement, this Amendment may be executed by a duly authorized officer of the Trust.

WHEREAS, the Trust desires to amend the Agreement to reflect the addition of the following series: Vanguard Institutional Intermediate-Term Bond Fund and Vanguard Institutional Short-Term Bond Fund;

NOW, THEREFORE, the Agreement is hereby amended as follows:

10.Schedule A of the Agreement is hereby amended and restated to read in its entirety as set forth on Exhibit 1 to this Amendment.

11.All references in the Agreement to the "Amended Declaration of Trust" or "Declaration of Trust" shall mean the Agreement as amended by this Amendment.

12.Except as specifically amended by this Amendment, the Agreement is hereby confirmed and remains in full force and effect.

IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Trust, has executed this Amendment as of May ___, 2015.

VANGUARD MALVERN FUNDS

/S/ James M. Delaplane, Jr.__________

(Original signature on Declaration of Trust)

James M. Delaplane, Jr.

Assistant Secretary

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EXHIBIT 1

TO AMENDED AND RESTATED

AGREEMENT AND DECLARATION OF TRUST

OF

VANGUARD MALVERN FUNDS

SCHEDULE A

VANGUARD MALVERN FUNDS

SERIES AND CLASSES OF THE TRUST

SERIES	CLASSES
Vanguard Capital Value Fund	Investor
Vanguard Institutional Intermediate-Term Bond Fund	Institutional Plus Shares
Vanguard Institutional Short-Term Bond Fund	Institutional Plus Shares
Vanguard Short-Term Inflation-Protected	Investor, Admiral, Institutional, ETF
Securities Index Fund
Vanguard TIPS Transition Fund	Investor, Institutional
Vanguard U.S. Value Fund	Investor

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AMENDMENT NO. 3

TO AMENDED AND RESTATED

AGREEMENT AND DECLARATION OF TRUST

OF

VANGUARD MALVERN FUNDS

This Amendment No. 3 (the "Amendment") to the Amended and Restated Agreement and Declaration of Trust of Vanguard Malvern Funds (the "Trust") amends, effective April 30, 2013 the Amended and Restated Agreement and Declaration of Trust of the Trust dated as of November 19, 2008, as amended (the "Agreement").

By resolutions adopted at a meeting of the Trust's Board of Trustees (the "Board") on December 21, 2012, the Board approved this Amendment. Under Article VIII, Section 4 of the Agreement, this Amendment may be executed by a duly authorized officer of the Trust.

WHEREAS, the Trust desires to amend the Agreement to reflect the addition of the following series: Vanguard TIPS Transition Fund;

NOW, THEREFORE, the Agreement is hereby amended as follows:

13.Schedule A of the Agreement is hereby amended and restated to read in its entirety as set forth on Exhibit 1 to this Amendment.

14.All references in the Agreement to the "Amended Declaration of Trust" or "Declaration of Trust" shall mean the Agreement as amended by this Amendment.

15.Except as specifically amended by this Amendment, the Agreement is hereby confirmed and remains in full force and effect.

IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Trust, has executed this Amendment as of April ___, 2013.

VANGUARD MALVERN FUNDS

By:

Name: Natalie Bej

Title: Assistant Secretary

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EXHIBIT 1

TO AMENDED AND RESTATED

AGREEMENT AND DECLARATION OF TRUST

OF

VANGUARD MALVERN FUNDS

SCHEDULE A

VANGUARD MALVERN FUNDS

SERIES AND CLASSES OF THE TRUST

SERIES	CLASSES
Vanguard Capital Value Fund	Investor
Vanguard Short-Term Inflation-Protected	Investor, Admiral, Institutional, ETF
Securities Index Fund
Vanguard TIPS Transition Fund	Investor, Institutional
Vanguard U.S. Value Fund	Investor

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AMENDMENT NO. 2

TO AMENDED AND RESTATED

AGREEMENT AND DECLARATION OF TRUST

OF

VANGUARD MALVERN FUNDS

This Amendment No. 2 (the "Amendment") to the Amended and Restated Agreement and Declaration of Trust of Vanguard Malvern Funds (the "Trust") amends, effective July 20, 2012 the Amended and Restated Agreement and Declaration of Trust of the Trust dated as of November 19, 2008, as amended (the "Agreement").

By resolutions adopted at a meeting of the Trust's Board of Trustees (the "Board") on July 20, 2012, the Board approved this Amendment. Under Article VIII, Section 4 of the Agreement, this Amendment may be executed by a duly authorized officer of the Trust.

WHEREAS, the Trust desires to amend the Agreement to reflect the addition of the following series: Vanguard Short-Term Inflation-Protected Securities Index Fund;

NOW, THEREFORE, the Agreement is hereby amended as follows:

16.Schedule A of the Agreement is hereby amended and restated to read in its entirety as set forth on Exhibit 1 to this Amendment.

17.All references in the Agreement to the "Amended Declaration of Trust" or "Declaration of Trust" shall mean the Agreement as amended by this Amendment.

18.Except as specifically amended by this Amendment, the Agreement is hereby confirmed and remains in full force and effect.

IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Trust, has executed this Amendment as of July 30, 2012.

VANGUARD MALVERN FUNDS

By:

Name: Heidi Stam

Title: Secretary

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EXHIBIT 1

TO AMENDED AND RESTATED

AGREEMENT AND DECLARATION OF TRUST

OF

VANGUARD MALVERN FUNDS

SCHEDULE A

VANGUARD MALVERN FUNDS

SERIES AND CLASSES OF THE TRUST

SERIES	CLASSES
Vanguard Capital Value Fund	Investor
Vanguard Short-Term Inflation-Protected	Investor, Admiral, Institutional, ETF
Securities Index Fund
Vanguard U.S. Value Fund	Investor

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AMENDMENT NO. 1

TO AMENDED AND RESTATED

AGREEMENT AND DECLARATION OF TRUST

OF

VANGUARD MALVERN FUNDS

This Amendment No. 1 (the "Amendment") to the Amended and Restated Agreement and Declaration of Trust of Vanguard Malvern Funds (the "Trust") amends, effective September 22, 2011 the Amended and Restated Agreement and Declaration of Trust of the Trust dated as of November 19, 2008, as amended (the "Agreement").

By resolutions adopted at a meeting of the Trust's Board of Trustees (the "Board") on September 22, 2011, the Board approved this Amendment. Under Article VIII, Section 4 of the Agreement, this Amendment may be executed by a duly authorized officer of the Trust.

WHEREAS, the Trust desires to amend the Agreement to reflect the merger of the Vanguard Asset Allocation Fund, a series of the Trust, into the Vanguard Balanced Index Fund, a series of the Vanguard Valley Forge Funds;

NOW, THEREFORE, the Agreement is hereby amended as follows:

19.Schedule A of the Agreement is hereby amended and restated to read in its entirety as set forth on Exhibit 1 to this Amendment.

20.All references in the Agreement to the "Amended Declaration of Trust" or "Declaration of Trust" shall mean the Agreement as amended by this Amendment.

21.Except as specifically amended by this Amendment, the Agreement is hereby confirmed and remains in full force and effect.

IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Trust, has executed this Amendment as of October 27, 2011.

VANGUARD MALVERN FUNDS

By:

Name: Natalie Bej

Title: Assistant Secretary

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	EXHIBIT 1
	TO AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST
	OF
	VANGUARD MALVERN FUNDS
	"SCHEDULE A
	VANGUARD MALVERN FUNDS
SERIES AND CLASSES OF THE TRUST
SERIES	CLASSES
Vanguard Capital Value Fund	Investor
Vanguard U.S. Value Fund	Investor"

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AMENDED AND RESTATED

AGREEMENT AND DECLARATION OF TRUST

OF

VANGUARD MALVERN FUNDS

WHEREAS, this AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of Vanguard Malvern Funds (the "Trust") is made and entered into as of the date set forth below by the Trustees named hereunder for the purpose of continuing the Trust as a Delaware statutory trust in accordance with the provisions hereinafter set forth;

WHEREAS, the Trust was formed upon the filing of a certificate of trust in the Office of the Secretary of State of the State of Delaware on January 28, 1998 pursuant to a declaration of trust dated January 23, 1998 (the "Original Declaration of Trust");

WHEREAS, the Original Declaration of Trust was amended on April 24, 2000 and further amended on July 19, 2002 (as so amended, the "Amended Declaration of Trust"); and

WHEREAS, the Trustees consider it appropriate to amend and restate the Amended Declaration of Trust in accordance with the terms of the Amended Declaration of Trust and the Delaware Act.

NOW, THEREFORE, the Amended Declaration of Trust is hereby amended and restated as follows and the Trustees do hereby declare that the Trustees will hold IN TRUST all cash, securities and other assets that the Trust now possesses or may hereafter acquire from time to time in any manner and manage and dispose of the same upon the following terms and conditions.

ARTICLE I.

Name and Definitions

Section 1. Name. The name of the Trust is "VANGUARD MALVERN FUNDS" and the Trustees shall conduct the business of the Trust under that name or any other name as they may from time to time determine. If the Trustees determine to change the name of the Trust, they may adopt such other name for the Trust as they deem proper. Any name change shall become effective upon approval by the Trustees of such change and the filing of a certificate of amendment under the Delaware Act. Any such action shall have the status of an amendment to this Declaration of Trust.

Section 2. Definitions. Whenever used herein, unless otherwise required by the context or specifically provided:

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(a)"Amended Declaration of Trust" shall have the meaning set forth in the recitals to this Declaration of Trust;

(b)"By-Laws" shall mean the By-Laws of the Trust as amended from

time to time;

(c)"Commission" shall have the respective meanings given it in Section 2(a)(7) and Section (2)(a)(29) of the 1940 Act;

(d)"Declaration of Trust" shall mean this Amended and Restated

Agreement and Declaration of Trust, as amended or restated from time to time;

(e)"Delaware Act" refers to Delaware Statutory Trust Act, 12 Del. C.

§3801 et. seq. (as amended and in effect from time to time);

(f)"Interested Person" shall have the meaning given it in Section

2(a)(19) of the 1940 Act;

(g)"Investment Adviser" or "Adviser" means a party furnishing services to the Trust pursuant to any contract described in Article IV, Section 6(a) hereof;

(h)"1940 Act" refers to the Investment Company Act of 1940 and the Rules and Regulations thereunder, all as amended from time to time. References herein to specific sections of the 1940 Act shall be deemed to include such Rules and Regulations as are applicable to such sections as determined by the Trustees or their designees;

(i)"Original Declaration of Trust" shall have the meaning set forth in the recitals to this Declaration of Trust;

(j)"Principal Underwriter" shall have the respective meanings given it in Section 2(a)(7) and Section (2)(a)(29) of the 1940 Act;

(k)"Prior Declaration of Trust" refers to the original Declaration of Trust and the Amended Declaration of Trust, each as from time to time in effect prior to the date hereof;

(l)"Person" means and includes individuals, corporations, partnerships, trusts, foundations, plans, associations, joint ventures, estates and other entities, whether or not legal entities, and governments and agencies and political subdivisions thereof, whether domestic or foreign;

(m)"Series" refers to each Series of Shares referenced in, or

established under or in accordance with, the provisions of Article III.

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(n)"Shareholder" means a record owner of outstanding Shares;

(o)"Shares" means the shares of beneficial interest into which the beneficial interest in the Trust shall be divided from time to time and includes fractions of Shares as well as whole Shares;

(p)"Trust" shall have the meaning set forth in the recitals to this

Declaration of Trust;

(q)"Trustees" or "Board of Trustees" refers to the persons who have signed this Declaration of Trust and all other persons who were or may from time to time be duly elected or appointed to serve on the Board of Trustees in accordance with the provisions hereof or of the Prior Declaration of Trust, so long as they continue in office in accordance with the terms hereof and reference herein to a Trustee or the Trustees shall refer to such person or persons in their capacity as trustees hereunder; and

(r)"Trust Property" means any and all property, real or personal,

tangible or intangible, which is owned or held by or for the account of the Trust.

ARTICLE II.

Purpose of Trust

The purpose of the Trust is to conduct, operate and carry on the business of a management investment company registered under the 1940 Act through one or more Series investing primarily in securities.

ARTICLE III.

Shares

Section 1. Division of Beneficial Interest. The beneficial interest in the Trust shall at all times be divided into an unlimited number of Shares, with a par value of $ .001 per Share unless the Trustees shall designate another par value in connection with the issuance of Shares or with respect to outstanding Shares as provided in Section 5 of this Article III. The Trustees may authorize the division of Shares into separate Series and the division of Series into separate classes of Shares. The different Series shall be established and designated, and the variations in the relative rights and preferences as between the different Series shall be fixed and determined, by the Trustees. If no Series shall be established or if only one Series shall be established, the Shares shall have the rights and preferences provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein.

Subject to the provisions of Section 6 of this Article III, each Share shall have voting rights as provided in Article V hereof, and holders of the Shares of any Series shall be

108656, v0.9 4

entitled to receive dividends, when, if and as declared with respect thereto in the manner provided in Article VI, Section 1 hereof. No Share shall have any priority or preference over any other Share of the same Series with respect to dividends or distributions of the Trust or otherwise. All dividends and distributions shall be made ratably among all Shareholders of a Series (or class) from the assets held with respect to such Series according to the number of Shares of such Series (or class) held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to any additional Shares or other securities issued by the Trust or any Series. The Trustees may from time to time divide or combine the Shares of a Series into a greater or lesser number of Shares of such Series without thereby materially changing the proportionate beneficial interest of such Shares in the assets held with respect to that Series or materially affecting the rights of Shares of any other Series.

All references to Shares in this Declaration of Trust shall be deemed to be Shares of the Trust and of any or all Series or classes thereof, as the context may require. All provisions herein relating to the Trust shall apply equally to each Series of the Trust and each class thereof, except as the context otherwise requires.

All Shares issued hereunder, including Shares issued in connection with a dividend in Shares or a split or reverse split of Shares, shall be fully paid and non-assessable.

Section 2. Ownership of Shares. The ownership of Shares shall be recorded on the books of the Trust or a transfer or similar agent for the Trust, which books shall be maintained separately for the Shares of each Series (and class). No certificates evidencing the ownership of Shares shall be issued except as the Board of Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the transfer of Shares of each Series (and class) and similar matters. The record books of the Trust as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to the identity of the Shareholders of each Series (and class) and as to the number of Shares of each Series (and class) held from time to time by each Shareholder.

Section 3. Investments in the Trust. Investments may be accepted by the Trust from such Persons, at such times, on such terms, and for such consideration as the Trustees from time to time may authorize. Each investment shall be credited to the Shareholder's account in the form of full and fractional Shares of the Trust, in such Series (or class) as the purchaser shall select, at the net asset value per Share next determined for such Series (or class) after receipt of the investment; provided, however, that the Trustees may, in their sole discretion, impose a sales charge or reimbursement fee upon investments in the Trust.

Section 4. Status of Shares and Limitation of Personal Liability. Shares shall be deemed to be personal property giving only the rights provided in this Declaration of Trust and the By-Laws of the Trust. Every Shareholder by virtue of having become a Shareholder shall be held to have expressly assented and agreed to the terms hereof. The death, incapacity, dissolution, termination or bankruptcy of a Shareholder during the existence of the Trust shall

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not operate to terminate the Trust, nor entitle the representative of any such Shareholder to an accounting or to take any action in court or elsewhere against the Trust or the Trustees, but shall entitle such representative only to the rights of such Shareholder under this Declaration of Trust. Ownership of Shares shall not entitle a Shareholder to any title in or to the whole or any part of the Trust Property or right to call for a partition or division of the same or for an accounting, nor shall the ownership of Shares constitute the Shareholders as partners or joint venturers. Neither the Trust nor the Trustees, nor any officer, employee nor agent of the Trust shall have any power to bind personally any Shareholder, or to call upon any Shareholder for the payment of any sum of money or assessment whatsoever other than such as the Shareholder may at any time agree to pay.

Section 5. Power of Board of Trustees to Change Provisions Relating to Shares. Notwithstanding any other provision of this Declaration of Trust to the contrary, and without limiting the power of the Board of Trustees to amend the Declaration of Trust as provided elsewhere herein, the Board of Trustees shall have the power to amend this Declaration of Trust, at any time and from time to time, in such manner as the Board of Trustees may determine in their sole discretion, without the need for Shareholder action, so as to add to, delete, replace or otherwise modify any provisions relating to the Shares contained in this Declaration of Trust, provided that before adopting any such amendment without Shareholder approval the Board of Trustees shall determine that it is consistent with the fair and equitable treatment of all Shareholders and that Shareholder approval is not required by the 1940 Act or other applicable federal law. If Shares have been issued, Shareholder approval shall be required to adopt any amendments to this Declaration of Trust which would adversely affect to a material degree the rights and preferences of the Shares of any Series (or class) or to increase or decrease the par value of the Shares of any Series (or class).

Section 6. Establishment and Designation of Shares. The Series and classes of Shares existing as of the date of this Declaration of Trust are those Series and classes that have been established under the Prior Declaration of Trust and not heretofore terminated which are indicated on Schedule A attached hereto and made a part hereof ("Schedule A"). The establishment of any additional Series (or class) of Shares shall be effective upon the adoption by the Trustees of a resolution that sets forth the designation of, or otherwise identifies, such Series (or class), whether directly in such resolution or by reference to, or approval of, another document that sets forth the designation of, or otherwise identifies, such Series (or class) including any registration statement of the Trust or such Series (or class), any amendment and/or restatement of this Declaration of Trust and/or Schedule A or as otherwise provided in such resolution. Upon the establishment of any additional Series (or class) of Shares or the termination of any existing Series (or class) of Shares, Schedule A shall be amended to reflect the addition or termination of such Series (or class) and any officer of the Trust is hereby authorized to make such amendment; provided that amendment of Schedule A shall not be a condition precedent to the establishment or termination of any Series (or class) in accordance with this Declaration of Trust. The relative rights and preferences of the Shares of the Trust and each Series and each class thereof shall be as set forth herein and as set forth in any registration statement relating thereto, unless otherwise provided in the resolution establishing such Series or

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class.

Shares of each Series (or class) established pursuant to this Section 6, unless otherwise provided in the resolution establishing such Series (or class) or in any registration statement relating thereto, shall have the following relative rights and preferences:

(a)Assets Held with Respect to a Particular Series. All consideration received by the Trust for the issue or sale of Shares of a Series, including dividends and distributions paid by, and reinvested in, such Series, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof from whatever source derived, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall irrevocably be held with respect to that Series for all purposes, and shall be so recorded upon the books of account of the Trust. Such consideration, assets, income, earnings, profits and proceeds thereof, from whatever source derived, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds, in whatever form the same may be, are herein referred to as "assets held with respect to" that Series. In the event that there are any assets, income, earnings, profits and proceeds thereof, funds or payments that are not readily identifiable as assets held with respect to the Trust or any particular Series (collectively "General Assets"), the Trustees shall allocate such General Assets to, between or among the Trust and/or any one or more of the Series in such manner and on such basis as the Trustees, in their sole discretion, deem fair and equitable, and any General Asset so allocated to a particular Series shall be held with respect to that Series. Each such allocation by the Trustees shall be conclusive and binding upon the Shareholders of all Series for all purposes in absence of manifest error.

(b)Liabilities Held with Respect to a Particular Series. The assets of the Trust held with respect to each Series shall be charged with the liabilities of the Trust with respect to such Series and all expenses, costs, charges and reserves attributable to such Series, and any general liabilities of the Trust that are not readily identifiable as being held in respect of a Series shall be allocated and charged by the Trustees to and among the Trust and/or any one or more Series in such manner and on such basis as the Trustees in their sole discretion deem fair and equitable. The liabilities, expenses, costs, charges, and reserves so charged to a Series are herein referred to as "liabilities held with respect to" that Series. Each allocation of liabilities, expenses, costs, charges and reserves by the Trustees shall be conclusive and binding upon the Shareholders of all Series for all purposes in absence of manifest error. All liabilities held with respect to a particular Series shall be enforceable against the assets held with respect to such Series only and not against the assets of the Trust generally or against the assets held with respect to any other Series and, except as otherwise provided in this Declaration of Trust, none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Trust generally or any other Series thereof shall be enforceable against the assets of such Series. As and to the extent provided in Section 3804(a) of the Delaware Act, separate and distinct records shall be maintained for each Series and the assets held with respect to each Series shall be held in such separate and distinct records (directly or indirectly, including through a

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nominee or otherwise) and accounted for in such separate and distinct records separately from the assets held with respect to all other Series and the General Assets of the Trust not allocated to such Series. Notice of this limitation on inter-Series liabilities shall be set forth in the certificate of trust of the Trust (whether originally or by amendment).

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(c)Dividends, Distributions, Redemptions, and Repurchases. No dividend or distribution including any distribution paid in connection with termination of the Trust or of any Series (or class) with respect to, or any redemption or repurchase of, the Shares of any Series (or class) shall be effected by the Trust other than from the assets held with respect to such Series, nor shall any Shareholder of any Series otherwise have any right or claim against the assets held with respect to any other Series except to the extent that such Shareholder has such a right or claim hereunder as a Shareholder of such other Series. The Trustees shall have full discretion to determine which items shall be treated as income and which items as capital; and each such determination and allocation shall be conclusive and binding upon the Shareholders in absence of manifest error.

(d)Voting. All Shares entitled to vote on a matter shall vote without differentiation between the separate Series on a one-vote-per-each dollar (and a fractional vote for each fractional dollar) of the net asset value of each Share (including fractional shares) basis; provided however, if a matter to be voted on affects only the interests of one or more but not all Series (or one or more but not all of a class of a Series), then only the Shareholders of such affected Series (or class) shall be entitled to vote on the matter.

(e)Equality. All the Shares of each Series shall represent an equal proportionate undivided interest in the assets held with respect to such Series (subject to the liabilities of such Series and such rights and preferences as may have been established and designated with respect to classes of Shares within such Series), and each Share of a Series shall be equal to each other Share of such Series.

(f)Fractions. Any fractional Share of a Series shall have proportionately all the rights and obligations of a whole share of such Series, including rights with respect to voting, receipt of dividends and distributions and redemption of Shares.

(g)Exchange Privilege. The Trustees shall have the authority to provide that the Shareholders of any Series shall have the right to exchange such Shares for Shares of one or more other Series in accordance with such requirements and procedures as may be established by the Trustees.

(h)Combination of Series. The Trustees shall have the authority, without the approval of the Shareholders of any Series unless otherwise required by applicable federal law, to combine the assets and liabilities held with respect to any two or more Series into assets and liabilities held with respect to a single Series.

(i)Elimination of Series. At any time that there are no Shares

outstanding of a Series (or class), the Trustees may abolish such Series (or class).

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ARTICLE IV.

The Board of Trustees

Section 1. Number, Election and Tenure. The number of Trustees constituting the Board of Trustees shall be fixed from time to time by a written instrument signed, or by resolution approved at a duly constituted meeting, by a majority of the Board of Trustees, provided, however, that the number of Trustees shall at all times be at least one (1). Subject to the requirements of Section 16(a) of the 1940 Act, the Board of Trustees, by action of a majority of the then Trustees at a duly constituted meeting, may fill vacancies in the Board of Trustees and remove Trustees with or without cause. Each Trustee shall serve during the continued lifetime of the Trust until he or she dies, resigns, is declared bankrupt or incompetent by a court of competent jurisdiction, or is removed. Any Trustee may resign at any time by written instrument signed by him and delivered to any officer of the Trust or to a meeting of the Trustees. Such resignation shall be effective upon receipt unless specified to be effective at some other time. Except to the extent expressly provided in a written agreement with the Trust, no Trustee resigning and no Trustee removed shall have any right to any compensation for any period following his or her resignation or removal, or any right to damages or other payment on account of such removal. Any Trustee may be removed at any meeting of Shareholders by a vote of two-thirds of the total combined net asset value of all Shares of the Trust issued and outstanding. A meeting of Shareholders for the purpose of electing or removing one or more Trustees may be called (i) by the Trustees upon their own vote, or (ii) upon the demand of Shareholders owning 10% or more of the Shares entitled to vote.

Section 2. Effect of Death, Resignation, etc. of a Trustee. The death, declination, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever a vacancy in the Board of Trustees shall occur, until such vacancy is filled as provided in Article IV, Section 1, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust.

Section 3. Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Board of Trustees, and such Board of Trustees shall have all powers necessary or convenient to carry out that responsibility including the power to engage in transactions of all kinds on behalf of the Trust. Trustees, in all instances, shall act as principals and are and shall be free from the control of the Shareholders. The Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts, documents and instruments that they may consider desirable, necessary or appropriate in connection with the administration of the Trust. Without limiting the foregoing, the Trustees may: adopt, amend and repeal By-Laws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust; elect and remove such officers and appoint and terminate such agents as they consider appropriate; appoint from their own number and establish and terminate one or more committees consisting of one or more Trustees who may

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exercise the powers and authority of the Board of Trustees to the extent that the Trustees determine; employ one or more custodians of the assets of the Trust and may authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank, retain a transfer agent or a shareholder servicing agent, or both; provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters or otherwise; redeem, repurchase and transfer Shares pursuant to applicable federal law; set record dates for the determination of Shareholders with respect to various matters; declare and pay dividends and distributions to Shareholders of each Series from the assets of such Series; establish from time to time, in accordance with the provisions of Article III, Section 6 hereof, any Series of Shares, each such Series to operate as a separate and distinct investment medium and with separately defined investment objectives and policies and distinct investment purpose; and in general delegate such authority as they consider desirable to any officer of the Trust, to any committee of the Trustees and to any agent or employee of the Trust or to any such custodian, transfer or shareholder servicing agent, Investment Adviser or Principal Underwriter. Any determination as to what is in the interests of the Trust made by the Trustees in good faith shall be conclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees.

Without limiting the foregoing, the Trust shall have power and authority:

(a)To invest and reinvest cash and cash items, to hold cash uninvested, and to subscribe for, invest in, reinvest in, purchase or otherwise acquire, own, hold, pledge, sell, assign, transfer, exchange, distribute, write options on, lend or otherwise deal in or dispose of contracts for the future acquisition or delivery of all types of securities, futures contracts and options thereon, and forward currency contracts of every nature and kind, including all types of bonds, debentures, stocks, preferred stocks, negotiable or non-negotiable instruments, obligations, evidences of indebtedness, certificates of deposit or indebtedness, commercial paper, repurchase agreements, bankers' acceptances, and other securities of any kind, issued, created, guaranteed, or sponsored by any and all Persons, including states, territories, and possessions of the United States and the District of Columbia and any political subdivision, agency, or instrumentality thereof, any foreign government or any political subdivision of the U.S. Government or any foreign government, or any international instrumentality or organization, or by any bank or savings institution, or by any corporation or organization organized under the laws of the United States or of any state, territory, or possession thereof, or by any corporation or organization organized under any foreign law, or in "when issued" contracts for any such securities, futures contracts and options thereon, and forward currency contracts, to change the investments of the assets of the Trust; and to exercise any and all rights, powers, and privileges of ownership or interest in respect of any and all such investments of every kind and description, including the right to consent and otherwise act with respect thereto, with power to designate one or more Persons, to exercise any of said rights, powers, and privileges in respect of any of said instruments;

(b)To sell, exchange, lend, pledge, mortgage, hypothecate, lease, or 108656, v0.9 11

write options with respect to or otherwise deal in any property rights relating to any or all of the assets of the Trust or any Series;

(c)To vote or give assent, or exercise any rights of ownership, with respect to stock or other securities or property; and to execute and deliver proxies or powers of attorney to such person or persons as the Trustees shall deem proper, granting to such person or persons such power and discretion with relation to securities or property as the Trustees shall deem proper;

(d)To exercise powers and right of subscription or otherwise which in any manner arise out of ownership of securities;

(e)To hold any security or property in a form not indicating that it is trust property, whether in bearer, unregistered or other negotiable form, or in its own name or in the name of a custodian or subcustodian or a nominee or nominees or otherwise or to authorize the custodian or a subcustodian or a nominee or nominees to deposit the same in a securities depository, subject in each case to the applicable provisions of the 1940 Act;

(f)To consent to, or participate in, any plan for the reorganization, consolidation or merger of any corporation or issuer of any security which is held in the Trust; to consent to any contract, lease, mortgage, purchase or sale of property by such corporation or issuer; and to pay calls or subscriptions with respect to any security held in the Trust;

(g)To join with other security holders in acting through a committee, depository, voting trustee or otherwise, and in that connection to deposit any security with, or transfer any security to, any such committee, depository or trustee, and to delegate to them such power and authority with relation to any security (whether or not so deposited or transferred) as the Trustees shall deem proper, and to agree to pay, and to pay, such portion of the expenses and compensation of such committee, depository or trustee as the Trustees shall deem proper;

(h)To litigate, compromise, arbitrate, settle or otherwise adjust claims in favor of or against the Trust or a Series, or any matter in controversy, including but not limited to claims for taxes;

(i)To enter into joint ventures, general or limited partnerships and any other combinations or associations;

(j)To borrow funds or other property in the name of the Trust or Series exclusively for Trust (or such Series) purposes;

(k)To endorse or guarantee the payment of any notes or other obligations of any Person; to make contracts of guaranty or suretyship, or otherwise assume liability for payment thereof;

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(l)To purchase and pay for entirely out of Trust Property such insurance as the Trustees may deem necessary, desirable or appropriate for the conduct of the business, including insurance policies insuring the assets of the Trust or payment of distributions and principal on its portfolio investments, and insurance policies insuring the Shareholders, Trustees, officers, employees, agents, Investment Adviser, principal underwriters, or independent contractors of the Trust, individually against all claims and liabilities of every nature arising by reason of holding Shares, holding, being or having held any such office or position, or by reason of any action alleged to have been taken or omitted by any such Person as Trustee, officer, employee, agent, Investment Adviser, Principal Underwriter, or independent contractor, including any action taken or omitted that may be determined to constitute negligence, whether or not the Trust would have the power to indemnify such Person against liability;

(m)To adopt, establish and carry out pension, profit-sharing, share bonus, share purchase, savings, thrift and other retirement, incentive and benefit plans, trusts and provisions, including the purchasing of life insurance and annuity contracts as a means of providing such retirement and other benefits, for any or all of the Trustees, officers, employees and agents of the Trust; and

(n)Subject to the 1940 Act, to engage in any other lawful act or

activity in which a statutory trust organized under the Delaware Act may engage.

The Trust shall not be limited to investing in obligations maturing before the possible termination of the Trust or one or more of its Series. The Trust shall not in any way be bound or limited by any present or future law or custom in regard to investment by fiduciaries. The Trust shall not be required to obtain any court order to deal with any assets of the Trust or take any other action hereunder.

Section 4. Payment of Expenses by the Trust. Subject to the provisions of Article III, Section 6(b), the Trustees are authorized to pay or cause to be paid out of the principal or income of the Trust or Series, or partly out of the principal and partly out of income, and to charge or allocate the same to, between or among such one or more of the Series that may be established or designated pursuant to Article III, Section 6, all expenses, fees, charges, taxes and liabilities incurred or arising in connection with the Trust or Series, or in connection with the management thereof, including, but not limited to, the Trustees' compensation and such expenses and charges for the services of the Trust's officers, employees, Investment Adviser, Principal Underwriter, auditors, counsel, custodian, transfer agent, Shareholder servicing agent, and such other agents or independent contractors and such other expenses and charges as the Trustees may deem necessary or proper to incur.

Section 5. Ownership of Assets of the Trust. Title to all of the assets of the Trust shall at all times be considered as vested in the Trust, except that the Trustees shall have power to cause legal title to any Trust Property to be held by or in the name of one or more of the Trustees, or in the name of the Trust, or in the name of any other Person as nominee, on such terms as the Trustees may determine. Upon the resignation, incompetency, bankruptcy, removal,

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or death of a Trustee he or she shall automatically cease to have any such title in any of the Trust Property, and the title of such Trustee in the Trust Property shall vest automatically in the remaining Trustees. Such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered. The Trustees may determine that the Trust or the Trustees, acting for and on behalf of the Trust, shall be deemed to hold beneficial ownership of any income earned on the securities owned by the Trust, whether domestic or foreign.

Section 6. Service Contracts.

(a)The Trustees may, at any time and from time to time, contract for exclusive or nonexclusive advisory, management and/or administrative services for the Trust or for any Series with any Person; and any such contract may contain such other terms as the Trustees may determine, including authority for the Investment Adviser to determine from time to time without prior consultation with the Trustees what investments shall be purchased, held, sold or exchanged and what portion, if any, of the assets of the Trust shall be held uninvested and to make changes in the Trust's investments, and such other responsibilities as may specifically be delegated to such Person.

(b)The Trustees may also, at any time and from time to time, contract with any Persons, appointing such Persons exclusive or nonexclusive distributor or Principal Underwriter for the Shares of one or more of the Series or other securities to be issued by the Trust. Every such contract may contain such other terms as the Trustees may determine.

(c)The Trustees are also empowered, at any time and from time to time, to contract with any Persons, appointing such Person(s) to serve as custodian(s), transfer agent and/or shareholder servicing agent for the Trust or one or more of its Series. Every such contract shall comply with such terms as may be required by the Trustees.

(d)The Trustees are further empowered, at any time and from time to time, to contract with any Persons to provide such other services to the Trust or one or more of the Series, as the Trustees determine to be in the best interests of the Trust and the applicable Series.

(e)The fact that:

(i)any of the Shareholders, Trustees, or officers of the Trust is a shareholder, director, officer, partner, trustee, employee, Investment Adviser, Principal Underwriter, distributor, or affiliate or agent of or for any Person with which an advisory, management or administration contract, or Principal Underwriter's or distributor's contract, or transfer, shareholder servicing or other type of service contract may be made, or that

(ii)any Person with which an advisory, management or 108656, v0.9 14

administration contract or Principal Underwriter's or distributor's contract, or transfer, shareholder servicing or other type of service contract may be made also has an advisory, management or administration contract, or principal underwriter's or distributor's contract, or transfer, shareholder servicing or other service contract, or has other business or interests with any other Person,

shall not affect the validity of any such contract or disqualify any Shareholder, Trustee or officer of the Trust from voting upon or executing the same, or create any liability or accountability to the Trust or its Shareholders, provided approval of each such contract is made pursuant to the applicable requirements of the 1940 Act.

ARTICLE V.

Shareholders' Voting Powers and Meetings

Subject to the provisions of Article III, Sections 5 and 6(d), the Shareholders shall have right to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1, and (ii) with respect to such additional matters relating to the Trust as may be required by the applicable provisions of the 1940 Act, including Section 16(a) thereof, and (iii) on such other matters as the Trustees may consider necessary or desirable. Provisions relating to meetings, quorum, required vote, record date and other matters relating to Shareholder voting rights are as provided in the By-Laws.

ARTICLE VI.

Net Asset Value, Distributions, and Redemptions

Section 1. Determination of Net Asset Value, Net Income, and Distributions. Subject to Article III, Section 6 hereof, the Trustees, in their absolute discretion, may prescribe and shall set forth in the By-Laws or in a duly adopted resolution of the Trustees such bases and time for determining the per Share net asset value of the Shares of the Trust or any Series (or class) and the declaration and payment of dividends and distributions on the Shares of the Trust or any Series (or class), as they may deem necessary or desirable.

Section 2. Redemptions and Repurchases. The Trust shall purchase such Shares as are offered by any Shareholder for redemption, upon receipt by the Trust or a Person designated by the Trust that the Trust redeem such Shares or in accordance with such procedures for redemption as the Trustees may from time to time authorize; and the Trust will pay therefor the net asset value thereof, in accordance with the By-Laws and the applicable provisions of the 1940 Act. Payment for said Shares shall be made by the Trust to the Shareholder within seven days after the date on which the request for redemption is received in proper form. The obligation set forth in this Section 2 is subject to the provision that in the event that any time the New York Stock Exchange (the "Exchange") is closed for other than weekends or holidays, or if permitted by the Rules of the Commission during periods when trading on the Exchange is

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restricted or during any emergency which makes it impracticable for the Trust to dispose of the investments of the applicable Series or to determine fairly the value of the net assets held with respect to such Series or during any other period permitted by order of the Commission for the protection of investors, such obligations may be suspended or postponed by the Trustees.

The redemption price may in any case or cases be paid in cash or wholly or partly in kind in accordance with Rule 18f-1 under the 1940 Act if the Trustees determine that such payment is advisable in the interest of the remaining Shareholders of the Series of which the Shares are being redeemed. Subject to the foregoing, the selection and quantity of securities or other property so paid or delivered as all or part of the redemption price shall be determined by or under authority of the Trustees. In no case shall the Trust be liable for any delay of any corporation or other Person in transferring securities selected for delivery as all or part of any payment in kind.

Section 3. Redemptions at the Option of the Trust. The Trust shall have the right, at its option, upon 30 days notice to the affected Shareholder at any time to redeem Shares of any Shareholder at the net asset value thereof as described in Section 1 of this Article VI: (i) if at such time such Shareholder owns Shares of any Series having an aggregate net asset value of less than a minimum value determined from time to time by the Trustees; or (ii) to the extent that such Shareholder owns Shares of a Series equal to or in excess of a maximum percentage of the outstanding Shares of such Series determined from time to time by the Trustees; or (iii) to the extent that such Shareholder owns Shares equal to or in excess of a maximum percentage, determined from time to time by the Trustees, of the outstanding Shares of the Trust.

Section 4. Transfer of Shares. The Trust shall transfer shares held of record by any Person to any other Person upon receipt by the Trust or a Person designated by the Trust of a written request therefore in such form and pursuant to such procedures as may be approved by the Trustees.

ARTICLE VII.

Compensation and Limitation of Liability

Section 1. Compensation of Trustees. Any Trustee, whether or not he is a salaried officer or employee of the Trust, may be compensated for his services as Trustee or as a member of a committee of Trustees, or as chairman of a committee by fixed periodic payments or by fees for attendance at meetings, by both or otherwise, and in addition may be reimbursed for transportation and other expenses, all in such manner and amounts as the Board of Trustees may from time to time determine. Nothing herein shall in any way prevent the employment of any Trustee to provide advisory, management, legal, accounting, investment banking or other services to the Trust and to be specially compensated for such services by the Trust.

Section 2. Limitation of Liability and Indemnification. A Trustee, when acting in such capacity, shall not be personally liable to any Person, other than the Trust or a

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Shareholder to the extent provided in this Article VII, for any act, omission or obligation of the Trust, of such Trustee or of any other Trustee. The Trustees shall not be responsible or liable in any event for any neglect or wrong-doing of any officer, agent, employee, Investment Adviser or Principal Underwriter of the Trust, nor shall any Trustee be responsible for the act or omission of any other Trustee, and, subject to the provisions of the By-Laws, the Trust out of its assets may indemnify and hold harmless each and every Trustee and officer of the Trust from and against any and all claims, demands, costs, losses, expenses, and damages whatsoever arising out of or related to such Trustee's or officer's performance of his or her duties as a Trustee or officer of the Trust.

Every note, bond, contract, instrument, certificate or undertaking and every other act or thing whatsoever issued, executed or done by or on behalf of the Trust or the Trustees or any of them in connection with the Trust shall be conclusively deemed to have been issued, executed or done only in or with respect to their or his or her capacity as Trustees or Trustee, and such Trustees or Trustee shall not be personally liable thereon.

Section 3. Trustee's Good Faith Action, Expert Advice, No Bond or Surety. The exercise by the Trustees of their powers hereunder shall be binding upon everyone interested in or dealing with the Trust. A Trustee shall be liable to the Trust and to any Shareholder solely for his or her own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee, and shall not be liable for errors of judgment or mistakes of fact or law. The Trustees may take advice of counsel or other experts with respect to the meaning and operation of this Declaration of Trust, and shall be under no liability for any act or omission in accordance with such advice nor for failing to follow such advice. The Trustees shall not be required to give any bond as such, nor any surety if a bond is required.

Section 4. Insurance. The Trustees shall be entitled and empowered to the fullest extent permitted by law to purchase with Trust assets insurance for liability and for all expenses reasonably incurred or paid or expected to be paid by a Trustee or officer in connection with any claim, action, suit or proceeding in which he or she becomes involved by virtue of his or her capacity or former capacity with the Trust, whether or not the Trust would have the power to indemnify him or her against such liability under the provisions of this Article.

ARTICLE VIII.

Miscellaneous

Section 1. Liability of Third Persons Dealing with Trustees. No Person dealing with the Trustees shall be bound to make any inquiry concerning the validity of any transaction made or to be made by the Trustees or to see to the application of any payments made or property transferred to the Trust or upon its order.

Section 2. Termination of the Trust or Any Series. Unless terminated as

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provided herein, the Trust shall continue without limitation of time. The Trust may be dissolved at any time by the Trustees upon 60 days prior written notice to the Shareholders. Any Series of Shares may be dissolved at any time by the Trustees upon 60 days prior written notice to the Shareholders of such Series. Any action to dissolve the Trust shall be deemed to also be an action to dissolve each Series and each class thereof.

In accordance with Section 3808 of the Delaware Act, upon dissolution of the Trust or any Series, as the case may be, after paying or otherwise providing for all charges, taxes, expenses and liabilities held, severally, with respect to each Series or the applicable Series, as the case may be, whether due or accrued or anticipated as may be determined by the Trustees, the Trust shall, in accordance with such procedures as the Trustees consider appropriate, reduce the remaining assets held, severally, with respect to each Series or the applicable Series, as the case may be, to distributable form in cash or shares or other securities, and any combination thereof, and distribute the proceeds held with respect to each Series or the applicable Series, as the case may be, to the Shareholders of that Series, as a Series, ratably according to the number of Shares of that Series held by the several Shareholders on the date of termination.

Section 3. Reorganization and Master/Feeder.

(a)Notwithstanding anything else herein, the Trustees may, without Shareholder approval unless such approval is required by the 1940 Act, (i) cause the Trust to convert or merge, reorganize or consolidate with or into one or more trusts, partnerships, limited liability companies, associations, corporations or other business entities (or a series of any of the foregoing to the extent permitted by law) (including trusts, partnerships, limited liability companies, associations, corporations or other business entities created by the Trustees to accomplish such conversion, merger, reorganization or consolidation) so long as the surviving or resulting entity is an open-end management investment company under the 1940 Act, or is a series thereof, to the extent permitted by law, and that, in the case of any trust, partnership, limited liability company, association, corporation or other business entity created by the Trustees to accomplish such conversion, merger, reorganization or consolidation, may succeed to or assume the Trust's registration under the 1940 Act and that, in any case, is formed, organized or existing under the laws of the United States or of a state, commonwealth, possession or colony of the United States, (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, (iii) cause the Trust to incorporate under the laws of a state, commonwealth, possession or colony of the United States (iv) sell or convey all or substantially all of the assets of the Trust or any Series or Class to another Series or Class of the Trust or to another trust, partnership, limited liability company, association, corporation or other business entity (or a series of any of the foregoing to the extent permitted by law) (including a trust, partnership, limited liability company, association, corporation or other business entity created by the Trustees to accomplish such sale and conveyance), organized under the laws of the United States or of any state, commonwealth, possession or colony of the United States so long as such trust, partnership, limited liability company, association, corporation or other business entity is an open-end management investment company under the 1940 Act and, in the case of any trust, partnership, limited liability company, association, corporation or other

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business entity created by the Trustees to accomplish such sale and conveyance, may succeed to or assume the Trust's registration under the 1940 Act, for adequate consideration as determined by the Trustees which may include the assumption of all outstanding obligations, taxes and other liabilities, accrued or contingent of the Trust or any affected Series or Class, and which may include Shares of such other Series or Class of the Trust or shares of beneficial interest, stock or other ownership interest of such trust, partnership, limited liability company, association, corporation or other business entity (or series thereof) or (v) at any time sell or convert into money all or any part of the assets of the Trust or any Series or Class thereof. Any agreement of merger, reorganization, consolidation or conversion or exchange or certificate of merger, certificate of conversion or other applicable certificate may be signed by a majority of the Trustees and facsimile signatures conveyed by electronic or telecommunication means shall be valid.

(b)Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, and notwithstanding anything to the contrary contained in this Declaration of Trust, an agreement of merger or consolidation approved by the Trustees in accordance with this Section 3 may effect any amendment to this Declaration of Trust or effect the adoption of a new governing instrument of the Trust if the Trust is the surviving or resulting entity in the merger or consolidation.

(c)Notwithstanding anything else herein, the Trustees may, without Shareholder approval unless such approval is required by the 1940 Act, invest all or a portion of the Trust Property of any Series, or dispose of all or a portion of the Trust Property of any Series, and invest the proceeds of such disposition in interests issued by one or more other investment companies registered under the 1940 Act. Any such other investment company may (but need not) be a trust (formed under the laws of the State of Delaware or any other state or jurisdiction) (or subtrust thereof) which is classified as a partnership for federal income tax purposes. Notwithstanding anything else herein, the Trustees may, without Shareholder approval unless such approval is required by the 1940 Act, cause a Series that is organized in the master/feeder fund structure to withdraw or redeem its Trust Property from the master fund and cause such Series to invest its Trust Property directly in securities and other financial instruments or in another master fund.

Section 4. Amendments. Subject to the provisions of Section 5 of Article III relating to the requirement of Shareholder approval for certain amendments to this Declaration of Trust or requirements for certain determinations by the Board of Trustees for certain amendments hereto without Shareholder approval and any requirements under the 1940 Act requiring Shareholder approval of an amendment to this Declaration of Trust, the Trustees may, without any Shareholder vote or approval, amend this Declaration of Trust by making an amendment to this Declaration of Trust (including Schedule A), an agreement supplemental hereto, or an amended and restated trust instrument. Unless otherwise provided by the Trustees, any such amendment will be effective (i) upon the adoption by a majority of the Trustees then holding office of a resolution specifying the amendment, supplemental agreement or amendment and restatement or (ii) upon the execution in writing of an instrument signed by a majority of the

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Trustees then holding office specifying the amendment, supplemental agreement or amended and restated trust instrument. A certification signed by an officer of the Trust setting forth an amendment to this Declaration of Trust and reciting that it was duly adopted by the Trustees as aforesaid, or a copy of the instrument referenced above executed by the Trustees as aforesaid, shall be conclusive evidence of such amendment when lodged among the records of the Trust. The certificate of trust of the Trust may be restated and/or amended by any Trustee as necessary or desirable to reflect any change in the information set forth therein, and any such restatement and/or amendment shall be effective immediately upon filing with the Office of the Secretary of State of the State of Delaware or upon such future date as may be stated therein.

Section 5. Filing of Copies, References, Headings. The original or a copy of this Declaration of Trust shall be kept at the office of the Trust where it may be inspected by any Shareholder. Anyone dealing with the Trust may rely on a certificate by an officer of the Trust as to any matters in connection with the Trust hereunder; and, with the same effect as if it were the original, may rely on a copy certified by an officer of the Trust to be a copy of this Declaration of Trust. In this Declaration of Trust, references to this Declaration of Trust, and all expressions like "herein," "hereof" and "hereunder," shall be deemed to refer to this Declaration of Trust. Headings are placed herein for convenience of reference only and shall not be taken as a part hereof or control or affect the meaning, construction or effect of this Declaration of Trust. Whenever the singular number is used herein, the same shall include the plural; and the neuter, masculine and feminine genders shall include each other, as applicable. This Declaration of Trust may be executed in any number of counterparts each of which shall be deemed an original but all of which together will constitute one and the same instrument. To the extent permitted by the 1940 Act, (i) any document, consent, instrument or notice referenced in or contemplated by this Declaration of Trust or the By-Laws that is to be executed by one or more Trustees may be executed by means of original, facsimile or electronic signature and (ii) any document, consent, instrument or notice referenced in or contemplated by this Declaration of Trust or the By-Laws that is to be delivered by one or more Trustees may be delivered by facsimile or electronic means (including e-mail), unless, in the case of either clause (i) or (ii), otherwise expressly provided herein or in the By-Laws or determined by the Trustees. The terms "include," "includes" and "including" and any comparable terms shall be deemed to mean "including, without limitation."

Section 6. Applicable Law. This Agreement and Declaration of Trust is created under and is to be governed by and construed and administered according to the laws of the State of Delaware and the Delaware Act. The Trust shall be a Delaware statutory trust pursuant to the Delaware Act, and without limiting the provisions hereof, the Trust may exercise all powers which are ordinarily exercised by such a statutory trust.

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Section 7. Provisions in Conflict with Law or Regulations.

(a)The provisions of the Declaration of Trust are severable, and if the Trustees shall determine, with the advice of counsel, that any of such provisions is in conflict with the 1940 Act, the regulated investment company provisions of the Internal Revenue Code or with other applicable federal laws and regulations, the conflicting provision shall be deemed never to have constituted a part of the Declaration of Trust; provided, however, that such determination shall not affect any of the remaining provisions of the Declaration of Trust or render invalid or improper any action taken or omitted prior to such determination.

(b)If any provision of the Declaration of Trust shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision in such jurisdiction and shall not in any manner affect such provision in any other jurisdiction or any other provision of the Declaration of Trust in any jurisdiction.

Section 8. Statutory Trust Only. It is the intention of the Trustees to create a statutory trust pursuant to the Delaware Act, and thereby to create only the relationship of trustee and beneficial owners within the meaning of such Act between the Trustees and each Shareholder. It is not the intention of the Trustees to create a general partnership, limited partnership, joint stock association, corporation, bailment, joint venture, or any form of legal relationship other than a statutory trust pursuant to the Delaware Act. Nothing in this Declaration of Trust shall be construed to make the Shareholders, either by themselves or with the Trustees, partners or members of a joint stock association.

Section 9. Use of the Name "The Vanguard Group, Inc.". The name "The Vanguard Group, Inc." and any variants thereof and all rights to the use of the name "The Vanguard Group, Inc." or any variants thereof shall be the sole and exclusive property of The Vanguard Group, Inc. ("VGI"). VGI has permitted the use by the Trust of the identifying word "Vanguard" and the use of the name "Vanguard" as part of the name of the Trust and the name of any Series of Shares. Upon the Trust's withdrawal from the Amended and Restated Funds' Service Agreement among the Trust, the other investment companies within the Vanguard Group of Investment Companies and VGI, and upon the written request of VGI, the Trust and any Series of Shares thereof shall cease to use or in any way to refer to itself as related to "The Vanguard Group, Inc." or any variant thereof.

Section 10. Derivative Actions. In addition to the requirements set forth in Section 3816 of the Delaware Act, a Shareholder may bring a derivative action on behalf of the Trust only if the following conditions are met:

(a)The Shareholder or Shareholders must make a pre-suit demand upon the Trustees to bring the subject action unless an effort to cause the Trustees to bring such an action is not likely to succeed. For purposes of this Section 10(a), a demand on the Trustees shall only be deemed not likely to succeed and therefore excused if a majority of the Board of Trustees, or a majority of any committee established to consider the merits of such action, is

108656, v0.9 21

composed of Trustees who are not "independent trustees" (as that term is defined in the Delaware Act).

(b)Unless a demand is not required under paragraph (a) of this Section 10, Shareholders eligible to bring such derivative action under the Delaware Act who collectively hold at least 10% of the outstanding Shares of the Trust, or who collectively hold at least 10% of the outstanding Shares of the Series or class to which such action relates, shall join in the request for the Trustees to commence such action; and

(c)Unless a demand is not required under paragraph (a) of this Section 10, the Trustees must be afforded a reasonable amount of time to consider such Shareholder request and to investigate the basis of such claim. The Trustees shall be entitled to retain counsel or other advisors in considering the merits of the request and shall require an undertaking by the Shareholders making such request to reimburse the Trust for the expense of any such advisors in the event that the Trustees determine not to bring such action.

108656, v0.9 22

SCHEDULE A

VANGUARD MALVERN FUNDS
SERIES AND CLASSES OF THE TRUST
SERIES	CLASSES
Vanguard Asset Allocation Fund	Investor, Admiral
Vanguard Capital Value Fund	Investor
Vanguard U.S. Value Fund	Investor

108656, v0.9

	TABLE OF CONTENTS
		Page
ARTICLE I. Name and Definitions.................................................................................................		1
Section 1.	Name ................................................................................................................	1
Section 2.	Definitions........................................................................................................	1
(a)	Amended Declaration of Trust..................................................................................	2
(b)	By-Laws....................................................................................................................	2
(c)	Commission ..............................................................................................................	2
(d)	Declaration of Trust ..................................................................................................	2
(e)	Delaware Act ............................................................................................................	2
(f)	Interested Person.......................................................................................................	2
(g)	Investment Adviser or Adviser .................................................................................	2
(h)	1940 Act....................................................................................................................	2
(i)	Original Declaration of Trust....................................................................................	2
(j)	Principal Underwriter................................................................................................	2
(k)	Prior Declaration of Trust .........................................................................................	2
(l)	Person........................................................................................................................	2
(m)	Series.........................................................................................................................	2
(n)	Shareholder ...............................................................................................................	2
(o)	Shares........................................................................................................................	3
(p)	Trust ..........................................................................................................................	3
(q)	Trustees or Board of Trustees ...................................................................................	3
(r)	Trust Property ...........................................................................................................	3
ARTICLE II. Purpose of Trust ........................................................................................................		3
ARTICLE III. Shares .......................................................................................................................		3
Section 1.	Division of Beneficial Interest .........................................................................	3
Section 2.	Ownership of Shares ........................................................................................	4
Section 3.	Investments in the Trust...................................................................................	4
Section 4.	Status of Shares and Limitation of Personal
	Liability..........................................................................................................	4
Section 5.	Power of Board of Trustees to Change
	Provisions Relating to Shares ........................................................................	5
Section 6.	Establishment and Designation of Shares........................................................	5
(a)	Assets Held with Respect to a Particular Series .......................................................	6

(b)Liabilities Held with Respect to a

Particular Series ...................................................................................................... 6

(c)Dividends, Distributions, Redemptions, and

	Repurchases ............................................................................................................	7
(d)	Voting .......................................................................................................................	7
(e)	Equality.....................................................................................................................	7
(f)	Fractions....................................................................................................................	7
(g)	Exchange Privilege ...................................................................................................	7
		108656, v0.9 i

(h)	Combination of Series...............................................................................................		7
(i)	Elimination of Series.................................................................................................		7
ARTICLE IV. The Board of Trustees..............................................................................................			8
Section 1.		Number, Election and Tenure ..........................................................................	8
Section 2.		Effect of Death, Resignation, etc.
		of a Trustee ....................................................................................................	8
Section 3.		Powers..............................................................................................................	8
Section 4.		Payment of Expenses by the Trust..................................................................	11
Section 5.		Ownership of Assets of the Trust....................................................................	11
Section 6.		Service Contracts ............................................................................................	12
ARTICLE V. Shareholders' Voting Powers and Meetings ............................................................			13
ARTICLE VI. Net Asset Value, Distributions, and Redemptions .................................................			13
Section 1.		Determination of Net Asset Value, Net
		Income, and Distributions.............................................................................	13
Section 2.		Redemptions and Repurchases .......................................................................	13
Section 3.		Redemptions at the Option of the Trust..........................................................	14
Section 4.		Transfer of Shares ...........................................................................................	14
ARTICLE VII. Compensation and Limitation of Liability ............................................................			14
Section 1.		Compensation of Trustees...............................................................................	14
Section 2.		Limitation of Liability and Indemnification ...................................................	14
Section 3.		Trustee's Good Faith Action, Expert
		Advice, No Bond or Surety...........................................................................	15
Section 4.		Insurance .........................................................................................................	15
ARTICLE VIII. Miscellaneous.......................................................................................................			15
Section 1.		Liability of Third Persons Dealing
		with Trustees.................................................................................................	15
Section 2.		Termination of the Trust or Any Series ..........................................................	15
Section 3.		Reorganization and Master/Feeder .................................................................	16
Section 4.		Amendments ...................................................................................................	17
Section 5.		Filing of Copies, References, Headings..........................................................	18
Section 6.		Applicable Law...............................................................................................	18
Section 7.		Provisions in Conflict with Law or Regulations.............................................	18
Section 8.		Statutory Trust Only .......................................................................................	19
Section 9.		Use of the Name "The Vanguard Group, Inc."...............................................	19
Section 10.		Derivatives Actions.........................................................................................	19

108656, v0.9 ii

AMENDED AND RESTATED

BY-LAWS

OF

VANGUARD MALVERN FUNDS

These By-Laws of Vanguard Malvern Funds, a Delaware statutory trust, are subject to the Amended and Restated Declaration of Trust of the Trust dated as of November 19, 2008, as from time to time amended, supplemented or restated (the "Declaration of Trust"). In the event of any conflict between the provisions of these By- Laws and the provisions of the Declaration of Trust, the provisions of the Declaration of Trust will control. Capitalized terms used herein which are defined in the Declaration of Trust are used as therein defined.

ARTICLE I

Fiscal Year and Offices

Section 1. Fiscal Year. Unless otherwise provided by resolution of the Board of Trustees, the fiscal year of the Trust shall begin on the 1st day of October and end on the last day of September.

Section 2. Delaware Office. The Board of Trustees shall establish a registered office in the State of Delaware and shall appoint as the Trust's registered agent for service of process in the State of Delaware an individual resident of the State of Delaware or a Delaware corporation or a foreign corporation authorized to transact business in the State of Delaware; in each case the business office of such registered agent for service of process shall be identical with the registered Delaware office of the Trust.

Section 3. Principal Office. The principal office of the Trust shall be located at 100 Vanguard Boulevard, Malvern, Pennsylvania 19355, or such other location s the Trustees may from time to time determine.

Section 4. Other Offices. The Board of Trustees may at any time establish branch or subordinate offices at any place or places where the Trust intends to do business.

ARTICLE II

Meetings of Shareholders

Section 1. Place of Meeting. Meetings of the Shareholders for the election of Trustees or for any other purpose shall be held in such place (including that

the meeting will be held by remote communication, as applicable) as shall be fixed by resolution of the Board of Trustees and stated in the notice of the meeting.

Section 2. Annual Meetings. An annual meeting of Shareholders will not be held unless the 1940 Act requires the election of Trustees to be acted upon.

Section 3. Special Meetings. Special meetings of the Shareholders may be called at any time by the chairman, or president, or by the Board of Trustees, and shall be called by the secretary upon written request of the holders of Shares entitled to cast not less than twenty percent of all the votes entitled to be cast at such meeting provided that

(a)such request shall state the purposes of such meeting and the matters proposed to be acted on, (b) the Shareholders requesting such meeting shall have paid to the Trust the reasonable estimated cost of preparing and mailing the notice thereof, which the secretary shall determine and specify to such Shareholders, and (c) the Shareholders requesting such meeting must provide ninety (90) days advance notice of business to be brought to a vote at a shareholder meeting and for nomination of directors, unless such notice runs counter to the proxy rules under the Securities Exchange Act of 1934. No special meeting need be called upon the request of Shareholders entitled to cast less than a majority of all votes entitled to be cast at such meeting to consider any matter which is substantially the same as a matter voted on at any meeting of the Shareholders held during the preceding twelve months. The foregoing provisions of this Section 3 notwithstanding a special meeting of Shareholders shall be called upon the request of the holders of at least ten percent of the votes entitled to be cast for the purpose of consideration removal of a Trustee from office as provided in section 16(c) of the 1940 Act.

Section 4. Notice. Not less than ten, nor more than one hundred (100) days before the date of every annual or special meeting, the secretary shall cause to be delivered to each Shareholder entitled to vote at such meeting a written notice in accordance with Article IV, Section 1 of these By-Laws stating the time and place of the meeting (including that the meeting will be held by remote communication, as applicable) and, in the case of a special meeting of Shareholders, shall state the purposes of the meeting and the matters to be acted on and the purposes of such special meeting and matters to be acted on shall be limited to those stated in such written notice. Notice of adjournment of a Shareholders meeting to another time or place (including that the meeting will be held by remote communication, as applicable) need not be given, if such time and place are announced at the meeting. No notice need be given to any Shareholder who shall have failed to inform the Trust of his or her current address or if a written waiver of notice, executed before or after the meeting by the Shareholder or his or her attorney thereunto authorized, is filed with the records of the meeting.

Section 5. Record Date for Meetings. The Board of Trustees may fix in advance a date not more than one hundred (100), nor less than ten, days prior to the date of any annual or special meeting of the Shareholders as a record date for the determination of the Shareholders entitled to receive notice of, and to vote at any meeting and any adjournment thereof; and in such case such Shareholders and only such

2

Shareholders as shall be Shareholders of record on the date so fixed shall be entitled to receive notice of and to vote at such meeting and any adjournment thereof as the case may be, notwithstanding any transfer of any stock on the books of the Trust after any such record date fixed as aforesaid.

Section 6. Quorum. Except as otherwise provided by the 1940 Act or in the Trust's Declaration of Trust, at any meeting of Shareholders, the presence in person or by proxy of the holders of record of Shares issued and outstanding and entitled to vote representing more than thirty-three and one-third percent (33 1/3%) of the total combined net asset value of all Shares issued and outstanding and entitled to vote shall constitute a quorum for the transaction of any business at the meeting.

If, however, a quorum shall not be present or represented at any meeting of the Shareholders, either the chairman of the meeting (without a Shareholder vote) or the holders of a majority of the votes present or in person or by proxy shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The Shareholders of record entitled to vote at a Shareholders' meeting that has been postponed or reconvened after one or more adjournments shall be deemed to be the Shareholders on the original record date, unless the Trustees have fixed a new record date.

Section 7. Voting. Each Shareholder shall have one vote for each dollar (and a fractional vote for each fractional dollar) of the net asset value of each share (including fractional Shares) held by such Shareholder on the record date set pursuant to Section 5 on each matter submitted to a vote at a meeting of Shareholders. For purposes of this section and Section 6 of this Article II, net asset value shall be determined pursuant to Section 3, Article VIII of these By-Laws as of the record date for such meeting set pursuant to Section 5. There shall be no cumulative voting in the election of Trustees. At any meeting of Shareholders, any Shareholder entitled to vote thereat may vote either in person or by written proxy signed by the Shareholder, provided that no proxy shall be voted at any meeting unless it shall have been placed on file with the secretary, or with such other officer or agent of the Trust as the secretary may direct, for verification prior to the time at which such vote shall be taken; provided, however, that notwithstanding any other provision of this Section 7 to the contrary, the Trustees or any officer of the Trust with responsibility for such matters may at any time adopt one or more electronic, telecommunication, telephonic, computerized or other alternatives to execution of a written instrument that will enable Shareholders entitled to vote at any meeting to appoint a proxy to vote such Shareholders' Shares at such meeting; provided, further, that, until the Trustees or such officer adopt such electronic, telecommunication, telephonic, computerized or other alternatives, no Shareholder may act to appoint a proxy to vote such holder's Shares at a meeting by any such alternatives and if the Trustees or such officer do adopt such electronic, telecommunication, telephonic, computerized or other alternatives, then Shareholders may only act in the manner prescribed by the

3

Trustees. Proxies may be solicited in the name of one or more Trustees or one or more of the officers of the Trust. Only Shareholders of record shall be entitled to vote. When any share is held jointly by several persons, any one of them may vote at any meeting in person or by proxy in respect of such share, but if more than one of them shall be present at such meeting in person or by proxy, and such joint owners or their proxies so present disagree as to any vote to be cast, such vote shall not be received in respect of such share. Unless otherwise specifically limited by their terms, proxies shall entitle the holder thereof to vote at any adjournment of a meeting. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger. If the holder of any such share is a minor or a person of unsound mind, and subject to guardianship or the legal control of any other person as regards the charge or management of such share, he or she may vote by his or her guardian or such other person appointed or having such control, and such vote may be given in person or by proxy. Except as otherwise provided herein or in the Declaration of Trust or the Delaware Act, all matters relating to the giving, voting or validity of proxies shall be governed by the General Corporation Law of the State of Delaware relating to proxies, and judicial interpretations thereunder, as if the Trust were a Delaware corporation and the Shareholders were Shareholders of a Delaware corporation.

At all meetings of the Shareholders, a quorum being present, the Trustees shall be elected by the vote of a plurality of the votes cast by Shareholders present in person or by proxy and all other matters shall be decided by majority of the votes cast by Shareholders present in person or by proxy, unless the question is one for which by express provision of the 1940 Act or the Declaration of Trust, a different vote is required, in which case such express provision shall control the decision of such question. There shall be no cumulative voting for Trustees. At all meetings of Shareholders, unless the voting is conducted by inspectors, all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the Chairman of the meeting.

Section 8. Inspectors. At any election of Trustees, the Board of Trustees prior thereto may, or, if they have not so acted, the chairman of the meeting may appoint one or more inspectors of election who shall first subscribe an oath of affirmation to execute faithfully the duties of inspectors at such election with strict impartiality and according to the best of their ability, and shall after the election make a certificate of the result of the vote taken.

Section 9. Stock Ledger and List of Shareholders. It shall be the duty of the secretary or assistant secretary of the Trust to cause an original or duplicate share ledger to be maintained at the office of the Trust's transfer agent. Such share ledger may be in written form or any other form capable of being converted into written form within a reasonable time for visual inspection.

Section 10. Action Without Meeting. Any action to be taken by Shareholders may be taken without a meeting if (a) all Shareholders entitled to vote on

4

the matter consent to the action in writing, (b) all Shareholders entitled to notice of the meeting but not entitled to vote at it sign a written waiver of any right to dissent, and (c) the written consents are filed with the records of the meeting of Shareholders. Such consent shall be treated for all purposes as a vote at a meeting.

Section 11. Meetings by Remote Communication. The Board of Trustees may, in their sole discretion, determine that any meeting of Shareholders (whether annual or special) may be held solely by means of remote communication. If authorized by the Board of Trustees, in their sole discretion, and subject to such guidelines and procedures as the Board of Trustees may adopt, Shareholders and proxyholders not physically present at a meeting of Shareholders may, by means of remote communication: (a) participate in a meeting of Shareholders; and (b) be deemed present in person and vote at a meeting of Shareholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that: (i) the Trust shall implement such measures as the Board of Trustees deem to be reasonable

(A)to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a Shareholder or proxyholder; and (B) to provide such Shareholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the Shareholders; and (ii) if any Shareholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Trust. The Board of Trustees may, in their sole discretion, notify Shareholders of any postponement, adjournment or a change of the place of a meeting of Shareholders (including a change to hold the meeting solely by means of remote communication) by a document publicly filed by the Trust with the Securities and Exchange Commission without the requirement of any further notice hereunder.

ARTICLE III

Trustees

Section 1. Place of Meeting. Meetings of the Board of Trustees, regular or special, may be held at any place as the Board may from time to time determine.

Section 2. Quorum. At all meetings of the Board of Trustees, one-third of the Trustees then in office shall constitute a quorum for the transaction of business provided that in no case may a quorum be fewer than two persons (unless there is only one Trustee then in office, in which case such Trustee shall constitute a quorum). The action of a majority of the Trustees present at any meeting at which a quorum is present shall be the action of the Board of Trustees unless the concurrence of a greater proportion is required for such action by the 1940 Act or the Declaration of Trust. If a quorum shall not be present at any meeting of Trustees, the Trustees present thereat may by a majority vote adjourn the meeting from time to time without notice other than announcement at the meeting, until a quorum shall be present.

Section 3. Regular Meetings. Regular meetings of the Board of Trustees

5

may be held without additional notice at such time and place as shall from time to time be determined by the Board of Trustees provided that notice of any change in the time or place of such meetings shall be sent promptly to each Trustee not present at the meeting at which such change was made in the manner provided for notice of special meetings.

Section 4. Special Meetings. Special meetings of the Board of Trustees may be called by the chairman or president on one day's notice to each Trustee; special meetings shall be called by the chairman or president or secretary in like manner and on like notice on the written request of two Trustees.

Section 5. Telephone Meeting. Members of the Board of Trustees or a committee of the Board of Trustees may participate in a meeting by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time.

Section 6. Informal Actions. Any action required or permitted to be taken at any meeting of the Board of Trustees or of any committee thereof may be taken without a meeting, if a written consent to such action is signed by a majority of the Trustees then in office or by a majority of the members of such committee, as the case may be (unless, in either case, the question is one for which by express provision of the 1940 Act or the Declaration of Trust, a different vote is required, in which case such express provision shall control the decision of such question). Any such written consent shall be filed with the minutes of proceedings of the Board or committee, as applicable.

Section 7. Committees. The Board of Trustees may appoint from among its members an Executive Committee and other committees composed of two or more Trustees, and may delegate to such committees any or all of the powers of the Board of Trustees in the management of the business and affairs of the Trust.

Section 8. Action of Committees. In the absence of an appropriate resolution of the Board of Trustees, each committee may adopt such rules and regulations governing its proceedings, quorum and manner of acting as it shall deem proper and desirable, provided that the quorum shall not be fewer than two Trustees. The committees shall keep minutes of their proceedings and shall report the same to the Board of Trustees at the meeting next succeeding, and any action by the committee shall be subject to revision and alteration by the Board of Trustees, provided that no rights of third persons shall be affected by any such revision or alteration. In the absence of any member of such committee, the members thereof present at any meeting, whether or not they constitute a quorum, may appoint a member of the Board of Trustees to act in the place of such absent member.

Section 9. Election of Chairman. The Board of Trustees shall choose a Chairman. The Chairman of the Board of Trustees shall hold his post for such term and shall perform and execute such duties and administrative powers as the Board of Trustees shall prescribe from time to time.

6

Section 10. Other Executive Posts. The Board of Trustees from time to time may appoint such other Executive Posts as it shall deem advisable, who shall hold their posts for such terms and shall perform and execute such executive duties and administrative powers as the Board of Trustees shall from time to time prescribe.

ARTICLE IV

Notices

Section 1. Form. Subject to the 1940 Act, notices and all other communications to Shareholders shall be in writing and delivered personally, or sent by electronic transmission to an electronic mail address provided by the Shareholder or mailed to the Shareholders at their addresses appearing on the books of the Trust or given as otherwise provided herein. Notices to Trustees shall be oral or by telephone or in writing delivered personally or mailed to the Trustees at their addresses appearing on the books of the Trust or by electronic transmission to an electronic mail address provided by the Trustee. Notice by mail shall be deemed to be given at the time when the same shall be mailed, notice by electronic transmission shall be deemed given at the time when sent, and notice by a document publicly filed by with the Securities and Exchange Commission shall be deemed given at the time the Trust files such document. Subject to the provisions of the 1940 Act, notice to Trustees need not state the purpose of a regular or special meeting.

Section 2. Waiver. Whenever any notice of the time, place or purpose of any meeting of Shareholders, Trustees or a committee is required to be given under the provisions of the Declaration of Trust or these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to such notice and filed with the records of the meeting, whether before or after the holding thereof, or actual attendance at the meeting of Shareholders in person or by proxy, or at the meeting of Trustees or a committee in person, shall be deemed equivalent to the giving of such notice to such persons.

ARTICLE V

Officers

Section 1. Executive Officers. The officers of the Trust shall be chosen by the Board of Trustees and shall include a president, a secretary and a treasurer. The Board of Trustees may, from time to time, elect or appoint a controller, one or more vice presidents, assistant secretaries, assistant treasurers, and assistant controllers. The same person may hold two or more offices, except that no person shall be both president and vice president and no officer shall execute, acknowledge or verify any instrument in more than one capacity, if such instrument is required by law, the Declaration of Trust or these By-Laws to be executed, acknowledged or verified by two or more officers.

Section 2. Election. The Board of Trustees shall choose a president, a

7

secretary and a treasurer.

Section 3. Other Officers. The Board of Trustees from time to time may appoint such other officers and agents as it shall deem advisable, who shall hold their offices for such terms and shall exercise powers and perform such duties as shall be determined from time to time by the Board of Trustees. The Board of Trustees from time to time may delegate to one or more officers or agents the power to appoint any such subordinate officers or agents and to prescribe their respective rights, terms of office, authorities and duties.

Section 4. Compensation. The salaries or other compensation of all officers and agents of the Trust shall be fixed by the Board of Trustees, except that the Board of Trustees may delegate to any person or group of persons the power to fix the salary or other compensation of any subordinate officers or agents appointed pursuant to Section 3 of this Article V.

Section 5. Tenure. The officers of the Trust shall serve at the pleasure of the Board of Trustees. Any officer or agent may be removed by the affirmative vote of the Board of Trustees with or without cause whenever, in its judgment, the best interests of the Trust will be served thereby. In addition, any officer or agent appointed pursuant to Section 3 may be removed, either with or without cause, by any officer upon whom such power of removal shall have been conferred by the Board of Trustees. Any vacancy occurring in any office of the Trust by death, resignation, removal or otherwise shall be filled by the Board of Trustees, unless pursuant to Section 3 the power of appointment has been conferred by the Board of Trustees on any other officer.

Section 6. President and Chief Executive Officer. The president shall be the chief executive officer of the Trust, unless the Board of Trustees designates the chairman as chief executive officer. The chief executive officer shall see that all orders and resolutions of the Board of Trustees are carried into effect. The chief executive officer shall also be the chief administrative officer of the Trust and shall perform such other duties and have such other powers as the Board of Trustees may from time to time prescribe.

Section 7. Vice President. The vice presidents, in order of their seniority, shall, in the absence or disability of the chief executive officer, perform the duties and exercise the powers of the chief executive officer and shall perform such other duties as the Board of Trustees or the chief executive officer may from time to time prescribe.

Section 8. Secretary. The secretary shall attend all meetings of the Board of Trustees and all meetings of the Shareholders and record all the proceedings thereof and shall perform like duties for any committee when required. He shall give, or cause to be given, notice of meetings of the Shareholders and of the Board of Trustees, shall have charge of the records of the Trust, including the stock books, and shall perform such other duties as may be prescribed by the Board of Trustees or chief executive

8

officer, under whose supervision he shall be. He shall keep in safe custody the seal of the Trust and, when authorized by the Board of Trustees, shall affix and attest the same to any instrument requiring it. The Board of Trustees may give general authority to any other officer to affix the seal of the Trust and to attest the affixing by his signature.

Section 9. Assistant Secretaries. The assistant secretaries in order of their seniority, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties as the Board of Trustees or the chief executive officer shall prescribe.

Section 10. Treasurer. The treasurer, unless another officer has been so designated, shall be the chief financial officer of the Trust. He shall have general charge of the finances and books of account of the Trust. Except as otherwise provided by the Board of Trustees, he shall have general supervision of the funds and property of the Trust and of the performance by the custodian of its duties with respect thereto. He shall render to the Board of Trustees, whenever directed by the Board of Trustees, an account of the financial condition of the Trust and of all his transactions as treasurer. He shall cause to be prepared annually a full and correct statement of the affairs of the Trust, including a balance sheet and a statement of operations for the preceding fiscal year. He shall perform all of the acts incidental to the office of treasurer, subject to the control of the Board of Trustees or the chief executive officer.

Section 11. Assistant Treasurer. The assistant treasurer shall in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties as the Board of Trustees or the chief executive officer may from time to time prescribe.

ARTICLE VI

Indemnification and Insurance

Section 1. Agents, Proceedings and Expenses. For the purpose of this Article, "agent" means any person who is or was a Trustee or officer of this Trust and any person who, while a Trustee or officer of this Trust, is or was serving at the request of this Trust as a Trustee, director, officer, partner, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise; "Trust" includes any domestic or foreign predecessor entity of this Trust in a merger, consolidation, or other transaction in which the predecessor's existence ceased upon consummation of the transaction; "proceeding" means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative; and "expenses" includes without limitation attorney's fees and any expenses of establishing a right to indemnification under this Article.

Section 2. Actions Other Than by Trust. This Trust shall indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of this Trust) by reason of the fact that such person

9

is or was an agent of this Trust, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding, if it is determined that person acted in good faith and reasonably believed: (a) in the case of conduct in his official capacity as an agent of the Trust, that his conduct was in the Trust's best interests and (b) in all other cases, that his conduct was at least not opposed to the Trust's best interests and (c) in the case of a criminal proceeding, that he had no reasonable cause to believe the conduct of that person was unlawful. The termination of any proceeding by judgment, order or settlement shall not of itself create a presumption that the person did not meet the requisite standard of conduct set forth in this Section. The termination of any proceeding by conviction, or a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, creates a rebuttable presumption that the person did not meet the requisite standard of conduct set forth in this Section.

Section 3. Actions by the Trust. This Trust shall indemnify any person who was or is a party or is threatened to be made a party to any proceeding by or in the right of this Trust to procure a judgment in its favor by reason of the fact that that person is or was an agent of this Trust, against expenses actually and reasonably incurred by that person in connection with the defense or settlement of that action if that person acted in good faith, in a manner that person believed to be in the best interests of this Trust and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.

Section 4. Exclusion of Indemnification. Notwithstanding any provision to the contrary contained herein, there shall be no right to indemnification for any liability arising by reason of willful misfeasance, bad faith, gross negligence, or the reckless disregard of the duties involved in the conduct of the agent's office with this Trust.

No indemnification shall be made under Sections 2 or 3 of this Article:

(a)In respect of any proceeding as to which that person shall have been adjudged to be liable on the basis that personal benefit was improperly received by him, whether or not the benefit resulted from an action taken in the person's official capacity; or

(b)In respect of any proceeding as to which that person shall have been adjudged to be liable in the performance of that person's duty to this Trust, unless and only to the extent that the court in which that action was brought shall determine upon application that in view of all the relevant circumstances of the case, that person is fairly and reasonably entitled to indemnity for the expenses which the court shall determine; however, in such case, indemnification with respect to any proceeding by or in the right of the Trust or in which liability shall have been adjudged by reason of the disabling conduct set forth in the preceding paragraph shall be limited to

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expenses; or

(c)Of amounts paid in settling or otherwise disposing of a proceeding, with or without court approval, or of expenses incurred in defending a proceeding which is settled or otherwise disposed of without court approval, unless the required approval set forth in Section 6 of this Article is obtained.

Section 5. Successful Defense by Agent. To the extent that an agent of this Trust has been successful, on the merits or otherwise, in the defense of any proceeding referred to in Sections 2 or 3 of this Article before the court or other body before whom the proceeding was brought, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith, provided that the Board of Trustees, including a majority who are disinterested, non-party Trustees, also determines that based upon a review of the facts, the agent was not liable by reason of the disabling conduct referred to in Section 4 of this Article.

Section 6. Required Approval. Except as provided in Section 5 of this Article, any indemnification under this Article shall be made by this Trust only if authorized in the specific case on a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Sections 2 or 3 of this Article and is not prohibited from indemnification because of the disabling conduct set forth in Section 4 of this Article, by:

(a)A majority vote of a quorum consisting of Trustees who are not parties to the proceeding and are not interested persons of the Trust (as defined in the 1940 Act);

(b)A written opinion by an independent legal counsel; or

(c)The Shareholders; however, Shares held by agents who are parties to the proceeding may not be voted on the subject matter under this Sub-Section.

Section 7. Advance of Expenses. Expenses incurred in defending any proceeding may be advanced by this Trust before the final disposition of the proceeding if (a) receipt of a written affirmation by the agent of his good faith belief that he has met the standard of conduct necessary for indemnification under this Article and a written undertaking by or on behalf of the agent, such undertaking being an unlimited general obligation to repay the amount of the advance if it is ultimately determined that he has not met those requirements, and (b) a determination that the facts then known to those making the determination would not preclude indemnification under this Article. Determinations and authorizations of payments under this Section must be made in the manner specified in Section 6 of this Article for determining that the indemnification is permissible.

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Section 8. Other Contractual Rights. Nothing contained in this Article shall affect any right to indemnification to which persons other than Trustees and officers of this Trust or any subsidiary hereof may be entitled by contract or otherwise.

Section 9. Limitations. No indemnification or advance shall be made under this Article, except as provided in Sections 5 or 6 in any circumstances where it appears:

(a)That it would be inconsistent with a provision of the Agreement and Declaration of Trust of the Trust, a resolution of the Shareholders, or an agreement in effect at the time of accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid which prohibits or otherwise limits indemnification; or

(b)That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

Section 10. Insurance. Upon and in the event of a determination by the Board of Trustees of this Trust to purchase such insurance, this Trust shall purchase and maintain insurance on behalf of any agent or employee of this Trust against any liability asserted against or incurred by the agent or employee in such capacity or arising out of the agent's or employee's status as such to the fullest extent permitted by law.

Section 11. Fiduciaries of Employee Benefit Plan. This Article does not apply to any proceeding against any Trustee, investment manager or other fiduciary of an employee benefit plan in that person's capacity as such, even though that person may also be an agent of this Trust as defined in Section 1 of this Article. Nothing contained in this Article shall limit any right to indemnification to which such a Trustee, investment manager, or other fiduciary may be entitled by contract or otherwise which shall be enforceable to the extent permitted by applicable law other than this Article.

ARTICLE VII

Shares of Beneficial Interest

Section 1. Certificates. A certificate or certificates representing and certifying the series or class and the full, but not fractional, number of Shares of beneficial interest owned by each Shareholder in the Trust shall not be issued except as the Board of Trustees may otherwise determine from time to time. Any such certificate issued shall be signed by facsimile signature or otherwise by the chairman or president or a vice president and counter-signed by the secretary or an assistant secretary or the treasurer or an assistant treasurer.

Section 2. Signature. In case any officer who has signed any certificate ceases to be an officer of the Trust before the certificate is issued, the certificate may

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nevertheless be issued by the Trust with the same effect as if the officer had not ceased to be such officer as of the date of its issue.

Section 3. Recording and Transfer Without Certificates. The Trust shall have the full power to participate in any program approved by the Board of Trustees providing for the recording and transfer of ownership of the Trust's Shares by electronic or other means without the issuance of certificates.

Section 4. Lost Certificates. The Board of Trustees may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Trust alleged to have been stolen, lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to have been stolen, lost or destroyed, or upon other satisfactory evidence of such theft, loss or destruction and may in its discretion and as a condition precedent to the issuance thereof, require the owner of such stolen, lost or destroyed certificate or certificates, or his legal representative, to give the Trust a bond with sufficient surety, to the Trust to indemnify it against any loss or claim that may be made by reason of the issuance of a new certificate.

Section 5. Transfer of Shares. Transfers of Shares of beneficial interest of the Trust shall be made on the books of the Trust by the holder of record thereof (in person or by his attorney thereunto duly authorized by a power of attorney duly executed in writing and filed with the secretary of the Trust) (i) if a certificate or certificates have been issued, upon the surrender of the certificate or certificates, properly endorsed or accompanied by proper instruments of transfer, representing such Shares, or (ii) as otherwise prescribed by the Board of Trustees. Every certificate exchanged, surrendered for redemption or otherwise returned to the Trust shall be marked "Canceled" with the date of cancellation.

Section 6. Registered Shareholders. The Trust shall be entitled to recognize the exclusive right of a person registered on its books as the owner of Shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of Shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or Shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by applicable law or the Declaration of Trust.

Section 7. Transfer Agents and Registrars. The Board of Trustees may, from time to time, appoint or remove transfer agents and or registrars of the Trust, and they may appoint the same person as both transfer agent and registrar. Upon any such appointment being made, all certificates representing Shares of beneficial interest thereafter issued shall be countersigned by such transfer agent and shall not be valid unless so countersigned.

Section 8. Stock Ledger. The Trust shall maintain an original stock ledger containing the names and addresses of all Shareholders and the number and series or class of Shares held by each Shareholder. Such stock ledger may be in written form or

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any other form capable of being converted into written form within reasonable time for visual inspection.

ARTICLE VIII

General Provisions

Section 1. Custodianship. Except as otherwise provided by resolution of the Board of Trustees, the Trust shall place and at all times maintain in the custody of a custodian (including any sub-custodian for the custodian) all funds, securities and similar investments owned by the Trust. Subject to the approval of the Board of Trustees, the custodian may enter into arrangements with securities depositories, provided such arrangements comply with the provisions of the 1940 Act and the rules and regulations promulgated thereunder.

Section 2. Execution of Instruments. All deeds, documents, transfers, contracts, agreements and other instruments requiring execution by the Trust may be signed by the chairman or president or a vice president or the treasurer or the secretary or any other duly authorized officer or agent of the Trust, which authority may be general or specific.

Section 3. Net Asset Value. Subject to Section 1 of Article VI of the Declaration of Trust, the net asset value per Share shall be determined separately as to each series or class of the Trust's Shares, by dividing the sum of the total market value of the series' or class's investments and other assets, less any liabilities, by the total outstanding Shares of such series or class, subject to the 1940 Act and any other applicable Federal securities law or rule or regulation currently in effect.

Section 4. Forum for Actions Under the Securities Act of 1933, as

amended. Unless the Trust consents in writing to the selection of an alternative forum, the Federal District Courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. Any person or entity purchasing or otherwise acquiring Shares or holding any interest in Shares shall be deemed to have notice of and consented to the provisions of this Section.

ARTICLE IX

Amendments

The Board of Trustees, without a vote by the Shareholders, shall have the power to make, alter and repeal the By-Laws of the Trust.

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amended and restated GLOBAL CUSTODY AGREEMENT 

This Amended and Restated Agreement, dated August 14, 2017, is between JPMorgan Chase Bank, N.A. (“Bank”), a national banking association with a place of business at 383 Madison Avenue, New York, NY 10179; and each of the open-end management investment companies listed on Exhibit 1 of this Agreement, registered with the U.S. Securities and Exchange Commission under the Investment Company Act of 1940, as amended (the “1940 Act”), organized as Delaware statutory trusts (each a “Trust”), severally and for and on behalf of certain of their respective portfolios listed on Exhibit 1 (each a “Fund”), each Trust and their respective Funds with a place of business at P.O. Box 2600 Valley Forge, PA 19482. Each Trust for which Bank serves as custodian under this Agreement, shall individually be referred to as “Customer.”  

1. INTENTION OF THE PARTIES; DEFINITIONS 

1.1 INTENTION OF THE PARTIES. 

(a) This Agreement sets out the terms governing custodial, settlement and certain other associated services offered by Bank to Customer. Bank shall be responsible for the performance of only those duties that are set forth in this Agreement or expressly contained in Instructions that are consistent with the provisions of this Agreement and with Bank’s operations and procedures. Customer acknowledges that Bank is not providing any legal, tax or investment advice in providing the services hereunder. 

(b) Investing in foreign markets may be a risky enterprise. The holding of Global Assets and cash in foreign jurisdictions may involve risks of loss or other special features. Bank shall not be liable for any loss that results from the general risks of investing or Country Risk. 

1.2 DEFINITIONS. 

(a) As used herein, the following terms have the meaning hereinafter stated. 

“ACCOUNT” has the meaning set forth in Section 2.1 of this Agreement. 

“AFFILIATE” means an entity controlling, controlled by, or under common control with, Bank. 

“AFFILIATED SUBCUSTODIAN” means a Subcustodian that is an Affiliate. 

“APPLICABLE LAW” means any statute, whether national, state or local, applicable in the United States or any other country, the rules of the treaty establishing the European Community, other applicable treaties, any other law, rule, regulation or interpretation of any governmental entity, any applicable common law, and any decree, injunction, judgment, order, ruling, or writ of any governmental entity. 

“AUTHORIZED PERSON” means any person (including an investment manager or other agent) who has been designated by written notice from Customer or its designated agent to act on behalf of Customer hereunder. Such persons shall continue to be Authorized Persons until such time as Bank receives Instructions from Customer or its designated agent that any such person is no longer an Authorized Person. 

“BANK INDEMNITEES” means Bank, its Subcustodians, and their respective nominees, directors, officers and employees. 

“BANK’S LONDON BRANCH” means the London branch office of Bank. 

“CASH ACCOUNT” has the meaning set forth in Section 2.1(a)(ii). 

“CORPORATE ACTION” means any subscription right, bonus issue, stock repurchase plan, redemption, exchange, calls, redemptions, tender offer, recapitalization, reorganization, conversions, consolidation, subdivision, takeover offer or similar matter with respect to a Financial Asset in the Securities Account that requires discretionary action by the holder, but does not include proxy voting. 

“COUNTRY RISK” means the risk of investing or holding assets in a particular country or market, including, but not limited to, risks arising from: nationalization, expropriation or other governmental actions; the country’s financial infrastructure, including prevailing custody and settlement practices; laws applicable to the safekeeping and recovery of Financial Assets and cash held in custody; the regulation of the banking and securities industries, including changes in market rules; currency restrictions, devaluations or fluctuations; and market conditions affecting the orderly execution of securities transactions or the value of assets. 

“CUSTOMER” means individually each Trust and their respective Funds as listed on Exhibit 1 hereto. 

“ENTITLEMENT HOLDER” means the person named on the records of a Securities Intermediary as the person having a Securities Entitlement against the Securities Intermediary. 

“FINANCIAL ASSET” means, as the context requires, either the asset itself or the means by which a person’s claim to it is evidenced, including a Security, a security certificate, or a Securities Entitlement. “Financial Asset” includes any Global Assets but does not include cash. 

“FUND” means each portfolio of each Trust and listed on Exhibit 1 hereto. 

“GLOBAL ASSET” means any “Financial Asset” (a) for which the principal trading market is located outside of the United States; (b) for which presentment for payment is to be made outside of the United States; or (c) which is acquired outside of the United States. 

“INSTRUCTIONS” has the meaning set forth in Section 3.1 of this Agreement. 

“LIABILITIES” means any liabilities, losses, claims, costs, damages, penalties, fines, obligations, or expenses of any kind whatsoever (including, without limitation, reasonable attorneys’, accountants’, consultants’ or experts’ fees and disbursements). 

“SECURITIES” means stocks, bonds, rights, warrants and other negotiable and non-negotiable instruments, whether issued in certificated or uncertificated form, that are commonly traded or dealt in on securities exchanges or financial markets. “Securities” also means other obligations of an issuer, or shares, participations and interests in an issuer recognized in the country in which it is issued or dealt in as a medium for investment and any other property as may be acceptable to Bank for the Securities Account. 

“SECURITIES ACCOUNT” means each Securities custody account on Bank’s records to which Financial Assets are or may be credited pursuant hereto. 

“SECURITIES DEPOSITORY” has the meaning set forth in Section 5.1 of this Agreement. 

“SECURITIES ENTITLEMENT” means the rights and property interest of an Entitlement Holder with respect to a Financial Asset as set forth in Part 5 of Article 8 of the Uniform Commercial Code of the State of New York, as the same may be amended from time to time. 

“SECURITIES INTERMEDIARY” means Bank, a Subcustodian, a Securities Depository, and any other financial institution which in the ordinary course of business maintains custody accounts for others and acts in that capacity. 

“SUBCUSTODIAN” has the meaning set forth in Section 5.1 and includes Affiliated Subcustodians. 

“TRUST” means each open-end investment company organized as a Delaware business trust and listed on Exhibit 1 hereto. 

(b) All terms in the singular shall have the same meaning in the plural unless the context otherwise provides and vice versa. 

2. WHAT BANK IS REQUIRED TO DO 

2.1 Set Up Accounts. 

(a) Bank shall establish and maintain the following accounts (“Accounts”): 

(i) a Securities Account in the name of Customer on behalf of each Fund for Financial Assets, which may be received by Bank or its Subcustodian for the account of Customer, including as an Entitlement Holder; and 

(ii) an account in the name of Customer (“Cash Account”) for any and all cash in any currency received by Bank or its Subcustodian for the account of Customer. 

Notwithstanding paragraph (ii), cash held in respect of those markets where Customer is required to have a cash account in its own name held directly with the relevant Subcustodian shall be held in that manner and shall not be part of the Cash Account. Bank shall notify Customer prior to the establishment of such an account. 

(b) At the request of Customer, additional Accounts may be opened in the future, which shall be subject to the terms of this Agreement. 

(c) Except as precluded by Section 8-501(d) of the Uniform Commercial Code (“UCC”), Bank shall hold all Securities and other Financial Assets, other than cash, of a Fund that are delivered to it in a “securities account” with Bank for and in the name of such Fund and shall treat all such assets other than cash as “financial assets” as those terms are used in the UCC.  

2.2 Cash Account. 

Except as otherwise provided in Instructions acceptable to Bank, all cash held in the Cash Account shall be deposited during the period it is credited to the Account in one or more deposit accounts at Bank or at Bank’s London Branch. Any cash so deposited with Bank’s London Branch shall be payable exclusively by Bank’s London Branch in the applicable currency, subject to compliance with any Applicable Law, including, without limitation, any restrictions on transactions in the applicable currency imposed by the country of the applicable currency. 

2.3 Segregation of Assets; Nominee Name. 

(a) Bank shall identify in its records that Financial Assets credited to Customer’s Securities Account belong to Customer on behalf of the relevant Fund (except as otherwise may be agreed by Bank and Customer). 

(b) To the extent permitted by Applicable Law or market practice, Bank shall require each Subcustodian to identify in its own records that Financial Assets credited to Customer’s Securities Account belong to customers of Bank, such that it is readily apparent that the Financial Assets do not belong to Bank or the Subcustodian. 

(c) Bank is authorized, in its discretion, to hold in bearer form, such Financial Assets as are customarily held in bearer form or are delivered to Bank or its Subcustodian in bearer form; and to register in the name of the Customer, Bank, a Subcustodian, a Securities Depository, or their respective nominees, such Financial Assets as are customarily held in registered form. Customer authorizes Bank or its Subcustodian to hold Financial Assets in omnibus accounts and shall accept delivery of Financial Assets of the same class and denomination as those deposited with Bank or its Subcustodian. 

(d) Upon receipt of Instruction, Bank shall establish and maintain a segregated account or accounts for and on behalf of each Fund for purposes of segregating cash, government securities, and other assets in connection with derivative transactions entered into by a Fund or options purchased, sold or written by the Fund. 

2.4 Settlement of Trades. 

When Bank receives an Instruction directing settlement of a trade in Financial Assets that includes all information required by Bank, Bank shall use reasonable care to effect such settlement as instructed. Settlement of purchases and sales of Financial Assets shall be conducted in accordance with prevailing standards of the market in which the transaction occurs. The risk of loss shall be Customer’s whenever Bank delivers Financial Assets or payment in accordance with applicable market practice in advance of receipt or settlement of the expected consideration. In the case of the failure of Customer’s counterparty to deliver the expected consideration as agreed, Bank shall contact the counterparty to seek settlement and, if the settlement is not received, notify Customer, but Bank shall not be obligated to institute legal proceedings, file proof of claim in any insolvency proceeding, or take any similar action. 

2.5 Contractual Settlement Date Accounting. 

(a) Bank shall effect book entries on a “contractual settlement date accounting” basis as described below with respect to the settlement of trades in those markets where Bank generally offers contractual settlement day accounting and shall notify Customer of these markets from time to time. 

(i) Sales: On the settlement date for a sale, Bank shall credit the Cash Account with the sale proceeds of the sale and transfer the relevant Financial Assets to an account pending settlement of the trade if not already delivered. 

(ii) Purchases: On the settlement date for the purchase (or earlier, if market practice requires delivery of the purchase price before the settlement date), Bank shall debit the Cash Account with the settlement monies and credit a separate account. Bank then shall post the Securities Account as awaiting receipt of the expected Financial Assets. Customer shall not be entitled to the delivery of Financial Assets that are awaiting receipt until Bank or a Subcustodian actually receives them. 

Bank reserves the right to restrict in good faith the availability of contractual day settlement accounting for credit reasons. Bank, whenever reasonably possible, will notify Customer prior to imposing such restrictions.  

(b) Bank may (in its discretion) upon at least 48 hours prior oral or written notification to Customer, reverse any debit or credit made pursuant to Section 2.5(a) prior to a transaction’s actual settlement, and Customer shall be responsible for any costs or liabilities resulting from such reversal. Customer acknowledges that the procedures described in this sub-section are of an administrative nature, and Bank does not undertake to make loans and/or Financial Assets available to Customer. 

2.6 Actual Settlement Date Accounting. 

With respect to any sale or purchase transaction that is not posted to the Account on the contractual settlement date as referred to in Section 2.5, Bank shall post the transaction on the date on which the cash or Financial Assets received as consideration for the transaction is actually received by Bank. 

2.7 Income Collection; Autocredit. 

(a) Bank shall credit the Cash Account with income and redemption proceeds on Financial Assets in accordance with the times notified by Bank from time to time on or after the anticipated payment date, net of any taxes that are withheld by Bank or any third party. Where no time is specified for a particular market, income and redemption proceeds from Financial Assets shall be credited only after actual receipt and reconciliation. Bank may reverse such credits upon at least 48 hours prior oral or written notification to Customer when Bank believes that the corresponding payment shall not be received by Bank within a reasonable period or such credit was incorrect. 

(b) Bank shall make reasonable endeavors in its discretion to contact appropriate parties to collect unpaid interest, dividends or redemption proceeds, but neither Bank nor its Subcustodians shall be obliged to file any formal notice of default, institute legal proceedings, file proof of claim in any insolvency proceeding, or take any similar action. 

2.8 Fractions / Redemptions by Lot. 

In the event that, as a result of holding Financial Assets in an omnibus account, the Customer receives fractional interests in Financial Assets arising out of acorporate action or class action litigation, Bank will credit the Customer with the amount of cash the Customer would have received, as reasonably determined by Bank, had the Financial Assets not been held in an omnibus account, and the Customer shall relinquish to Bank its interest in such fractional interests. If some, but not all, of an outstanding class of Financial Asset is called for redemption, Bank may allot the amount redeemed among the respective beneficial holders of such class of Financial Asset in any manner Bank reasonably deems to be fair and equitable. Bank will promptly notify Customer of any action taken pursuant to this section.  

2.9 Presentation of Coupons; Certain Other Ministerial Acts. 

Until Bank receives Instructions to the contrary, Bank shall: 

(a) present all Financial Assets for which Bank has received notice of a call for redemption or that have otherwise matured, and all income and interest coupons and other income items that call for payment upon presentation; 

(b) execute in the name of Customer such certificates as may be required to obtain payment in respect of Financial Assets; and 

(c) exchange interim or temporary documents of title held in the Securities Account for definitive documents of title. 

2.10 Corporate Actions; Class Action Litigation. 

(a) Bank will follow Corporate Actions through receipt of notices from issuers, from Subcustodians, Securities Depositories and notices published in industry publications and reported in reporting services. Bank will promptly notify Customer of any Corporate Action of which information is either (i) received by it or by a Subcustodian to the extent that Bank’s central corporate actions department has actual knowledge of the Corporate Action in time to notify its customers in a timely manner; or (ii) published via a formal notice in publications and reporting services routinely used by Bank for this purpose in time for Bank to notify its customers in a timely manner. Any notices received by Bank’s corporate actions department about U.S. settled securities class action litigation that requires action by affected owners of the underlying Financial Assets will be promptly provided to Customer if Bank, using reasonable care and diligence in the circumstances, identifies that Customer was a shareholder and held the relevant Financial Assets in custody with Bank at the relevant time. Bank will not make filings in the name of Customer in respect to such notifications except as otherwise agreed in writing between Customer and Bank.  

(b) If an Authorized Person fails to provide Bank with timely Instructions with respect to any Corporate Action or class action, neither Bank nor its Subcustodians or their respective nominees will take any action in relation to that Corporate Action or class action, except as otherwise agreed in writing by Bank and Customer or as may be set forth by Bank as a default action in the notification it provides under Section 2.10(a) with respect to that Corporate Action or class action. If Customer provides Bank with Instructions with respect to any Corporate Action after the deadline set by Bank but before the deadline set by a Securities Depository, Bank shall use commercially reasonable efforts to act on such Instructions. If Bank fails to act on Instructions provided by Customer prior to the deadline set by Bank with respect to any Corporate Action, Bank will be liable for direct losses incurred by Customer.  

2.11 Proxy Voting. 

(a) Bank shall provide Customer or its agent with details of Securities in the Account on a daily basis (“Daily Holdings Data”), and Bank or its agent shall act in accordance with Instructions from an Authorized Person in relation to matters Customer or its agent determine in their absolute discretion are to be voted upon at meetings of holders of Financial Assets, based upon such Daily Holdings Data (“the proxy voting service”). Neither Bank nor its agent shall be under any duty to provide Customer or its agent with information which it or they receive on matters to be voted upon at meetings of holders of Financial Assets. 

(b) Bank or its agent shall act upon Instructions to vote, provided Instructions are received by Bank or its agent at its proxy voting department by the relevant deadline for such Instructions as determined by Bank or its agent. If Instructions are not received in a timely manner, neither Bank nor its agent shall be obligated to provide further notice to Customer. 

(c) In markets where the proxy voting service is not available or where Bank has not received a duly completed enrollment form or other relevant documentation, Bank or its agent shall endeavor to act upon Instructions to vote on matters before meetings of holders of Financial Assets where it is reasonably practicable for Bank or its agent (or its Subcustodians or nominees as the case may be) to do so and where such Instructions are received in time for Bank or its agent to take timely action. 

(d) Customer acknowledges that the provision of the proxy voting service may be precluded or restricted under a variety of circumstances. These circumstances include, but are not limited to: (i) the Financial Assets being on loan or out for registration, (ii) the pendency of conversion or another corporate action, or (iii) Financial Assets being held at Customer’s request in a name not subject to the control of Bank or its Subcustodian, in a margin or collateral account at Bank or another bank or broker, or otherwise in a manner which affects voting, local market regulations or practices, or restrictions by the issuer. Additionally, in some markets, Bank may be required to vote all shares held for a particular issue for all of Bank’s customers in the same way. Bank or its agent shall inform Customer or its agent where this is the case. 

(e) Notwithstanding the fact that Bank may act in a fiduciary capacity with respect to Customer under other agreements or otherwise hereunder, in performing the proxy voting service Bank shall be acting solely as the agent of Customer, and shall not exercise any discretion with regard to such proxy voting service or vote any proxy except when directed by an Authorized Person. 

2.12 Statements and Information Available On-Line. 

(a) Bank will send, or make available on-line, to Customer, at times mutually agreed, a statement of account in Bank’s standard format for each Account maintained by Customer with Bank, identifying the Financial Assets and cash held in each Account. Bank also will provide to Customer, upon request, the capability to reformat the information contained in each statement of account. In addition, Bank will send, or make available on-line, to Customer an advice or notification of any transfers of cash or Financial Assets with respect to each Account. Bank will not be liable with respect to any matter set forth in those portions of any such statement of account or advice (or reasonably implied therefrom) to which Customer has not given Bank a written exception or objection within ninety days of receipt of such statement, provided such matter is not the result of Bank’s willful misconduct or bad faith. 

(b) Prices and other information obtained from third parties which may be contained in any statement sent to Customer have been obtained from sources Bank believes to be reliable. Bank does not, however, make any representation as to the accuracy of such information or that the prices specified necessarily reflect the proceeds that would be received on a disposal of the relevant Financial Assets. 

(c) Customer understands that records and reports, other than statements of account, that are available to it on-line on a real-time basis may not be accurate due to mis-postings, delays in updating Account records, and other causes. Bank will not be liable for any loss or damage arising out of the inaccuracy of any such records or reports that are accessed on-line on a real-time basis. 

2.13 Access to Bank’s Records. 

(a) Bank shall create and maintain all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of Customer under the 1940 Act, with particular attention to Section 31 thereof and rules 31a-1 and 31a-2 thereunder. All such records shall be property of Customer. Bank will allow Customer’s duly authorized officers, employees, and agents, including Customer’s independent public accountants, and the employees and agents of the SEC access at all times during the regular business hours of Bank to such records. Except, in the case of access by the SEC as otherwise required by the SEC, such access will be subject to reasonable notice to Bank.  Subject to restrictions under Applicable Law, Bank also will obtain an undertaking to permit Customer’s independent public accountants reasonable access to the records of any Subcustodian of Securities held in the Securities Account as may be required in connection with such examination. 

(b) In addition, Bank shall cooperate with and supply necessary information to any entity or entities appointed by the Customer to keep its books of account and/or compute its net asset value. Bank shall provide reports and other data as Customer may from time to time reasonably request to enable Customer to obtain, from year to year, favorable opinions from Customer’s independent accountants with respect to Bank’s activities hereunder in connection with (i) the preparation of any registration statement of Customer and any other reports required by a governmental agency or regulatory authority with jurisdiction over the Fund, and (ii) the fulfillment by Customer of any other requirements of a governmental agency or regulatory authority with jurisdiction over the Fund. 

(c) Upon reasonable request of Customer, Bank shall provide Customer with a copy of Bank’s Service Organizational Control (SOC) 1 reports (or any successor reports) prepared in accordance with the requirements of AT-C section 320, Reporting on an Examination of Controls at a Service Organization Relevant to User Entities’ Internal Control Over Financial Reporting (or any successor attestation standard). In addition, from time to time as requested, Bank will furnish Customer a “gap” or “bridge” letter that will address any material changes that might have occurred in Customer’s controls covered in the SOC Report from the end of the SOC Report period through a specified requested date. Bank shall use commercially reasonable efforts to provide Customer with such reports as Customer may reasonably request or otherwise reasonably require to fulfill its duties under Rule 38a-l of the 1940 Act or similar legal and regulatory requirements. Upon reasonable request by Customer, Bank shall also provide to Customer customary sub-certifications in connection with Sarbanes-Oxley Act of 2002 certification requirements. Upon written request, Bank shall provide Customer with information about Bank’s processes for the management and monitoring of Subcustodians for safeguarding Financial Assets. 

2.14 Maintenance of Financial Assets at Bank and at Subcustodian Locations. 

(a) Unless Instructions require another location acceptable to Bank, Global Assets shall be held in the country or jurisdiction in which their principal trading market is located, where such Global Assets may be presented for payment, where such Financial Assets were acquired, or where such Financial Assets are held. Bank reserves the right to refuse to accept delivery of Global Assets or cash in countries and jurisdictions other than those referred to in Schedule 1 to this Agreement, as in effect from time to time. 

(b) Bank shall not be obliged to follow an Instruction to hold Financial Assets with, or have them registered or recorded in the name of, any person not chosen by Bank. However, if Customer does instruct Bank to hold Securities with or register or record Securities in the name of a person not chosen by Bank, the consequences of doing so are at Customer’s own risk and Bank shall not be liable therefor. 

2.15 Tax Reclaims. 

Bank shall provide tax reclamation services as provided in Section 8.2. 

2.16 Foreign Exchange Transactions. 

To facilitate the administration of Customer’s trading and investment activity, Bank may, but shall not be obliged to, enter into spot or forward foreign exchange contracts with Customer, or an Authorized Person, and may also provide foreign exchange contracts and facilities through its Affiliates or Subcustodians. Instructions, including standing instructions, may be issued with respect to such contracts, but Bank may establish rules or limitations concerning any foreign exchange facility made available. In all cases where Bank, its Affiliates or Subcustodians enter into a master foreign exchange contract that covers foreign exchange transactions for the Accounts, the terms and conditions of that foreign exchange contract and, to the extent not inconsistent, this Agreement, shall apply to such transactions. 

2.17 Compliance with Securities and Exchange Commission (“SEC”) rule 17f-5 (“rule 17f-5”). 

(a) Customer’s board of directors (or equivalent body) (hereinafter ‘Board’) hereby delegates to Bank, and, except as to the country or countries as to which Bank may, from time to time, advise Customer that it does not accept such delegation, Bank hereby accepts the delegation to it, of the obligation to perform as Customer’s ‘Foreign Custody Manager’ (as that term is defined in rule 17f-5(a)(3) as promulgated under the 1940 Act), including for the purposes of: (i) selecting Eligible Foreign Custodians (as that term is defined in rule 17f-5(a)(1), and as the same may be amended from time to time, or that have otherwise been exempted pursuant to an SEC exemptive order) to hold foreign Financial Assets and cash, (ii) evaluating the contractual arrangements with such Eligible Foreign Custodians (as set forth in rule 17f-5(c)(2)), and (iii) monitoring such foreign custody arrangements (as set forth in rule 17f-5(c)(3)). 

(b) In connection with the foregoing, Bank shall: 

(i) provide written reports notifying Customer’s Board of the placement of Financial Assets and cash with particular Eligible Foreign Custodians and of any material change in the arrangements with such Eligible Foreign Custodians, with such reports to be provided to Customer’s Board at such times as the Board deems reasonable and appropriate based on the circumstances of Customer’s foreign custody arrangements (and until further notice from Customer such reports shall be provided not less than quarterly with respect to the placement of Financial Assets and cash with particular Eligible Foreign Custodians and with reasonable promptness upon the occurrence of any material change in the arrangements with such Eligible Foreign Custodians); 

(ii) exercise such reasonable care, prudence and diligence in performing as Customer’s Foreign Custody Manager as a person having responsibility for the safekeeping of foreign Financial Assets and cash would exercise; 

(iii) in selecting an Eligible Foreign Custodian, first have determined that foreign Financial Assets and cash placed and maintained in the safekeeping of such Eligible Foreign Custodian shall be subject to reasonable care, based on the standards applicable to custodians in the relevant market, after having considered all factors relevant to the safekeeping of such foreign Financial Assets and cash, including, without limitation, those factors set forth in rule 17f-5(c)(1)(i)-(iv); 

(iv) determine that the written contract with an Eligible Foreign Custodian requires that the Eligible Foreign Custodian shall provide reasonable care for foreign Financial Assets and cash based on the standards applicable to custodians in the relevant market, including, without limitation, those factors set forth in rule 17f-5(c)(2). 

(v) have established a system to monitor the continued appropriateness of maintaining foreign Financial Assets and cash with particular Eligible Foreign Custodians and of the governing contractual arrangements; it being understood, however, that in the event that Bank shall have determined that the existing Eligible Foreign Custodian in a given country would no longer afford foreign Financial Assets and cash reasonable care and that no other Eligible Foreign Custodian in that country would afford reasonable care, Bank shall promptly so advise Customer and shall then act in accordance with the Instructions of Customer with respect to the disposition of the affected foreign Financial Assets and cash. 

(c) Subject to (b)(i)-(v) above, Bank is hereby authorized to place and maintain foreign Financial Assets and cash on behalf of Customer with Eligible Foreign Custodians pursuant to a written contract deemed appropriate by Bank. Each such contract shall, except as set forth in the last paragraph of this subsection (c), include provisions that provide: 

(i) For indemnification or insurance arrangements (or any combination of the foregoing) that will adequately protect Customer against the risk of loss of Financial Assets and cash held in accordance with such contract; 

(ii) That Customer’s Financial Assets will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the Eligible Foreign Custodian or its creditors, except a claim of payment for their safe custody or administration or, in the case of cash, liens or rights in favor of creditors of such Eligible Foreign Custodian arising under bankruptcy, insolvency or similar laws; 

(iii) That beneficial ownership of Customer’s Assets will be freely transferable without the payment of money or value other than for safe custody or administration; 

(iv) That adequate records will be maintained identifying Customer’s Assets as belonging to Customer or as being held by a third party for the benefit of Customer; 

(v) That Customer’s independent public accountants will be given access to those records described in (iv) above or confirmation of the contents of those records; and 

(vi) That Customer will receive sufficient and timely periodic reports with respect to the safekeeping of Customer’s Assets, including, but not limited to, notification of any transfer to or from Customer’s account or a third party account containing Assets held for the benefit of Customer. 

Such contract may contain, in lieu of any or all of the provisions specified in this subsection (c), such other provisions that Bank determines will provide, in their entirety, the same or a greater level of care and protection for Customer’s Assets as the specified provisions, in their entirety. 

(d) Except as expressly provided herein, Customer shall be solely responsible to assure that the maintenance of foreign Financial Assets and cash hereunder complies with the rules, regulations, interpretations and exemptive orders as promulgated by or under the authority of the SEC. 

(e) Bank represents to Customer that it is a U.S. Bank as defined in rule 17f-5(a)(7). Customer represents to Bank that: (1) the foreign Financial Assets and cash being placed and maintained in Bank’s custody are subject to the 1940 Act, as the same may be amended from time to time; (2) its Board has determined that it is reasonable to rely on Bank to perform as Customer’s Foreign Custody Manager; and (3) its Board or its investment adviser shall have determined that Customer may maintain foreign Financial Assets and cash in each country in which Customer’s Financial Assets and cash shall be held hereunder and determined to accept Country Risk. Nothing contained herein shall require Bank to make any selection or to engage in any monitoring on behalf of Customer that would entail consideration of Country Risk. 

(f) Bank shall provide to Customer such information relating to Country Risk as is specified in Appendix 1 hereto. Customer hereby acknowledges that: (i) such information is solely designed to inform Customer of market conditions and procedures and is not intended as a recommendation to invest or not invest in particular markets; and (ii) Bank has gathered the information from sources it considers reliable, but that Bank shall have no responsibility for inaccuracies or incomplete information, provided that Bank transmits the information using reasonable care. 

2.18 Compliance with SEC rule 17f-7 (“rule 17f-7”). 

(a) Bank shall, for consideration by Customer, provide an analysis of the custody risks associated with maintaining Customer’s foreign Financial Assets with each Eligible Securities Depository used by Bank as of the date hereof (or, in the case of an Eligible Securities Depository not used by Bank as of the date hereof, prior to the initial placement of Customer’s foreign Financial Assets at such Depository) and at which any foreign Financial Assets of Customer are held or are expected to be held. The foregoing analysis will be provided to Customer at Bank’s Website. In connection with the foregoing, Customer shall notify Bank of any Eligible Securities Depositories at which it does not choose to have its foreign Financial Assets held. Bank shall monitor the custody risks associated with maintaining Customer’s Financial Assets at each such Eligible Securities Depository on a continuing basis and shall promptly notify Customer or its investment adviser of any material changes in such risks. 

(b) Bank shall exercise reasonable care, prudence and diligence in performing the requirements set forth in Section 2.18(a) above. 

(c) Based on the information available to it in the exercise of diligence, Bank shall determine the eligibility under rule 17f-7 of each depository before including it on Schedule 3 hereto and shall promptly advise Customer if any Eligible Securities Depository ceases to be eligible. (Eligible Securities Depositories used by Bank as of the date hereof are set forth in Schedule 3 hereto, and as the same may be amended on notice to Customer from time to time.) 

2.19 Service Level Agreement. 

Subject to the terms and conditions of this Agreement, Bank agrees to perform the custody services provided for under this Agreement in a manner that meets or exceeds any service levels as may be agreed upon by the parties from time to time in a written document that is executed by both parties on or after the date of this Agreement, unless that written document specifically states that it is not contractually binding.  For the avoidance of doubt, Bank’s Service Directory shall not be deemed to be such a written document.  

3. INSTRUCTIONS 

3.1 Acting on Instructions; Unclear Instructions. 

(a) Bank is authorized to act under this Agreement (or to refrain from taking action) in accordance with the instructions received by Bank, via telephone, telex, facsimile transmission, or other teleprocess or electronic instruction or trade information system acceptable to Bank (“Instructions”). Bank shall have no responsibility for the authenticity or propriety of any Instructions that 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 that Bank may specify. Customer authorizes Bank to accept and act upon any Instructions received by it without inquiry. Customer shall indemnify the Bank Indemnitees against, and hold each of them harmless from, any Liabilities that may be imposed on, incurred by, or asserted against the Bank Indemnitees as a result of any action or omission taken in accordance with any Instructions or other directions upon which Bank is authorized to rely under the terms of this Agreement, provided that Bank shall not be indemnified against or held harmless from any Liabilities arising out of Bank’s negligence, bad faith, fraud, or willful misconduct. 

(b) Unless otherwise expressly provided, all Instructions shall continue in full force and effect until canceled or superseded. 

(c) Bank may (in its sole discretion and without affecting any part of this Section 3.1) seek clarification or confirmation of an Instruction from an Authorized Person and may decline to act upon an Instruction if it does not receive clarification or confirmation satisfactory to it. Bank shall not, except as provided in Section 7.1 hereof, be liable for any loss arising from any delay while it seeks such clarification or confirmation. 

(d) In executing or paying a payment order Bank may rely upon the identifying number (e.g. Fedwire routing number or account) of any party as instructed in the payment order. Customer assumes full responsibility for any inconsistency within an Instruction between the name and identifying number of any party in payment orders issued to Bank in Customer’s name. 

3.2 Security Devices. 

Either party may record any of their telephonic communications. Customer shall comply with any security procedures reasonably required by Bank from time to time with respect to verification of Instructions. Customer shall be responsible for safeguarding any test keys, identification codes or other security devices that Bank shall make available to Customer or any Authorized Person.  

3.3 Instructions; Contrary to Law/Market Practice. 

Bank need not act upon Instructions which it reasonably believes to be contrary to law, regulation or market practice but shall be under no duty to investigate whether any Instructions comply with Applicable Law or market practice. Bank shall notify Customer as soon as reasonably practicable if it does not act upon Instructions under this Section. 

3.4 Cut-off Times. 

Bank has established cut-off times for receipt of some categories of Instruction, which shall be made available to Customer. If Bank receives an Instruction after its established cut-off time, it shall attempt to act upon the Instruction on the day requested if Bank deems it practicable to do so or otherwise as soon as practicable on the next business day. 

3.5 Electronic Access. 

Access by the Customer to certain systems, applications or products of Bank shall be governed by this Agreement and the terms and conditions set forth in Annex A Electronic Access.   

4. FEES, EXPENSES AND OTHER AMOUNTS OWING TO BANK 

4.1 Fees and Expenses. 

Customer shall pay Bank for its services hereunder the fees set forth in Schedule 2 hereto or such other amounts as may be agreed upon in writing from time to time. 

4.2 Overdrafts. 

If a debit to any currency in the Cash Account results in a debit balance in that currency then Bank may, in its discretion, advance an amount equal to the overdraft and such an advance shall be deemed a loan to Customer, payable on demand, bearing interest at the rate agreed by Customer and Bank for the Accounts from time to time, or, in the absence of such an agreement, at the rate charged by Bank from time to time, for overdrafts incurred by customers similar to Customer, from the date of such advance to the date of payment (both after as well as before judgment) and otherwise on the terms on which Bank makes similar advances available from time to time. Bank shall promptly notify Customer of such an advance. No prior action or course of dealing on Bank’s part with respect to the settlement of transactions on Customer’s behalf shall be asserted by Customer against Bank for Bank’s refusal to make advances to the Cash Account or to settle any transaction for which Customer does not have sufficient available funds in the applicable currency in the Account. 

4.3 Bank’s Right Over Securities; Set-off. 

(a) Customer grants Bank a security interest in and a lien on the Financial Assets held in the Securities Account of a particular Fund as shall have a fair market value equal to the aggregate amount of all overdrafts of such Fund, together with accrued interest, as security for any and all amounts which are now or become owing to Bank with respect to that Fund under any provision of this Agreement, whether or not matured or contingent (“Indebtedness”). Such lien and security interest shall be effective only so long as such advance, overdraft, or accrued interest thereon remains outstanding and Bank shall have all the rights and remedies of a secured party under the New York Uniform Commercial Code in respect of the repayment of the advance, overdraft or accrued interest. In this regard, Bank shall be entitled to (i) without notice to Customer, withhold delivery of such Financial Assets, and (ii) with two business days’ prior notice to the Customer and an opportunity for the Customer to satisfy such Indebtedness to Bank, sell or otherwise realize any of such Financial Assets and to apply the proceeds and any other monies credited to the Cash Account in satisfaction of such Indebtedness solely to the extent of such Indebtedness, provided, however, that Bank shall only be obligated to provide the Customer with same-day prior notice if Bank, in its reasonable business judgment, determines that, due to market conditions or other special circumstances, a delay would be likely to materially prejudice its ability to recover the Indebtedness.  During any such notice period, Bank will, at Customer’s request, consult with Customer regarding the selection of Financial Assets to be sold by Bank to satisfy the Indebtedness. For the avoidance of doubt, only advances made by Bank under Section 4.2 are “Indebtedness” subject to this Section 4.3. No other outstanding amounts payable by Customer to Bank (including, without limitation, amounts payable by Customer under Section 4.1) are “Indebtedness” subject to this Section 4.3. 

(b) Bank shall be further entitled to set any such Indebtedness off against any cash or deposit account of the Fund that incurred the Indebtedness with Bank or any of its Affiliates of which the Fund is the beneficial owner, regardless of the currency involved; Bank shall provide prior notice to Customer of its intent to exercise its set off rights against any cash or deposit account of the Fund, which notice shall be provided at least on the same day as the set off is effected, provided however that no prior notice is required in cases where Bank, in its reasonable business judgment, determines that, due to market conditions or other special circumstances, the delay required in order to provide prior notice would be likely to materially prejudice its ability to recover the Indebtedness. 

5. SUBCUSTODIANS, SECURITIES DEPOSITORIES, AND OTHER AGENTS 

5.1 Appointment of Subcustodians; Use of Securities Depositories. 

(a) Bank is authorized under this Agreement to act through and hold Customer’s Global Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians (“Subcustodians”). At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer in the event that it elects to add any such entity. Bank shall use reasonable care, prudence and diligence in the selection and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Assets with, and hold Global Assets in, any securities depository, settlement system, dematerialized book entry system or similar system (together a “Securities Depository”) on such terms as such systems customarily operate and Customer shall provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Assets in such systems. 

(b) Any agreement Bank enters into with a Subcustodian for holding Bank’s customers’ assets shall provide that: (i) such assets shall not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, except a claim of payment for their safe custody or administration or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) beneficial ownership of such assets shall 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 as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer’s independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer’s assets, including, but not limited to, notification of any transfer to or from Customer’s account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall cause the Subcustodian to identify on its records as belonging to Bank, as agent, the Securities shown on the Subcustodian’s account at such Securities Depository. The foregoing shall not apply to the extent of any special agreement or arrangement made by Customer with any particular Subcustodian. 

(c) Bank shall have no responsibility for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall make reasonable endeavors to seek recovery from the Securities Depository. 

(d) The term Subcustodian as used herein shall mean the following: 

(i) a “U.S. Bank” as such term is defined in rule 17f-5; and 

(ii) an “Eligible Foreign Custodian” as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC. 

(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager. 

(e) The term ‘securities depository’ as used herein when referring to a securities depository located outside the U.S. shall mean an “Eligible Securities Depository” as defined in rule 17f-7, or that has otherwise been made exempt pursuant to an SEC exemptive order. 

(f) The term ‘securities depository’ as used herein when referring to a securities depository located in the U.S. shall mean a “Securities Depository” as defined in rule 17f-4. 

5.2 Liability for Subcustodians. 

(a) Subject to the exculpation from consequential damages set forth in Section 7.1(b), Bank shall be liable for direct Liabilities incurred by Customer that result from: (i) the acts or omissions of any Subcustodian selected by Bank, whether domestic or foreign, to the same extent as if such act or omission was performed by Bank itself, taking into account the standards and market practice prevailing in the relevant market; or (ii) the insolvency of any Affiliated Subcustodian. Subject to the terms and conditions of this Agreement, including the exculpation from consequential damages set forth in Section 7.1(b), Bank shall take full responsibility for any Liabilities that result from or that are caused by the fraud, willful misconduct, or negligence of its Subcustodians or the insolvency of an Affiliated Subcustodian. In the event of any Liabilities suffered or incurred by Customer caused by or resulting from the acts or omissions of any Subcustodian for which Bank would otherwise be liable, Bank shall promptly reimburse Customer in the amount of any such Liabilities.   

(b) Subject to Section 7.1(a) and Bank’s duty to use reasonable care, prudence and diligence in the monitoring of a Subcustodian’s financial condition as reflected in its published financial statements and other publicly available financial information concerning it, Bank shall not be responsible for the insolvency of any Subcustodian which is not a branch or an Affiliated Subcustodian. 

(c) Bank reserves the right to add, replace or remove Subcustodians. Bank shall give Customer prompt notice of any such action, which shall be advance notice if practicable. Upon request by Customer, Bank shall identify the name, address and principal place of business of any Subcustodian and the name and address of the governmental agency or other regulatory authority that supervises or regulates such Subcustodian. 

5.3 Use of Agents. 

(a) Bank may provide certain services under this Agreement through third parties. These third parties may be Affiliates. Except to the extent provided in Section 5.2 with respect to Subcustodians, Bank shall not be responsible for any loss as a result of a failure by any broker or any other third party that it selects and retains using reasonable care and without negligence to provide ancillary services, such as pricing, proxy voting, and corporate action services, that it does not customarily provide itself. Nevertheless, Bank shall be liable for the performance of any such service provider selected by Bank that is an Affiliate to the same extent as Bank would have been liable if it performed such services itself. 

(b) Bank shall execute transactions involving Financial Assets of United States origin through a broker which is an Affiliate (i) in the case of the sale under Section 2.8 of a fractional interest or (ii) if an Authorized Person directs Bank to use the affiliated broker or otherwise requests that Bank select a broker for that transaction, unless, in either case, the Affiliate does not execute similar transactions in such Financial Assets. The affiliated broker may charge its customary commission (or retain its customary spread) with respect to either such transaction. 

6. ADDITIONAL PROVISIONS RELATING TO CUSTOMER 

6.1 Representations of Customer and Bank. 

(a) Customer represents and warrants to Bank that: (i) it has full authority and power, and has obtained all necessary authorizations and consents, to deposit and control the Financial Assets and cash in the Accounts, to use Bank as its custodian in accordance with the terms of this Agreement and to incur indebtedness, pledge Financial Assets as contemplated by Section 4.3, and enter into foreign exchange transactions; and (ii) this Agreement is its legal, valid and binding obligation, enforceable in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement. Bank may rely upon the above or the certification of such other facts as may be required to administer Bank’s obligations hereunder. 

(b) Bank represents and warrants to Customer that this Agreement is its legal, valid and binding obligation, enforceable in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement. Customer may rely upon the above or the certification of such other facts as may be required to administer Customer’s obligations hereunder. 

6.2 Customer to Provide Certain Information to Bank. 

Upon request, Customer shall promptly provide to Bank such information about itself and its financial status as Bank may reasonably request, including Customer’s organizational documents and its current audited and unaudited financial statements. 

6.3 Customer is Liable to Bank Even if it is Acting for Another Person. 

If Customer is acting as an agent for a disclosed or undisclosed principal in respect of any transaction, cash, or Financial Asset, Bank nevertheless shall treat Customer as its principal for all purposes under this Agreement. In this regard, Customer shall be liable to Bank as a principal in respect of any transactions relating to the Account. The foregoing shall not affect any rights Bank might have against Customer’s principal. 

6.4 Several Obligations of the Trusts and the Funds. 

This Agreement is executed on behalf of the Board of Trustees of each Fund as Trustees and not individually and the obligations of this Agreement are not binding upon any of the Trustees or shareholders individually but are binding only upon the assets and property of each Fund severally and not jointly. With respect to any obligations of Customer arising out of this Agreement, Bank shall look for payment or satisfaction of any obligation solely to the assets of the Fund to which such obligation relates as though Bank had separately contracted by separate written instrument with respect to the Fund. 

7. WHEN BANK IS LIABLE TO CUSTOMER 

7.1 Standard of Care; Liability. 

(a) Notwithstanding any other provision of this Agreement, Bank shall exercise reasonable care, prudence and diligence in carrying out all of its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply), and shall be liable to Customer for any and all Liabilities suffered or incurred by Customer resulting from the failure of Bank to exercise such reasonable care, prudence and diligence or resulting from Bank’s negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable Law, Bank shall not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard of care under this Agreement.  

(b) Bank shall not be liable under any circumstances for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts or Bank’s performance hereunder or Bank’s role as custodian.  

(c) Subject to the limitations set forth in this Agreement, each Customer severally and not jointly shall indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of Bank’s performance under this Agreement, provided the Bank Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in question. Nevertheless, Customer shall not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).  

(d) Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action. 

(e) Without limiting Subsections 7.1 (a) or (b), Bank shall have no duty or responsibility to: (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall bear any responsibility to review such confirmations against Instructions issued to and statements issued by Bank). 

(f)Bank shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Bank’s negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder). 

7.2 Force Majeure. 

So long as Bank maintains and updates its business continuation and disaster recovery procedures as set forth in Section 10.8, Bank shall have no liability for any damage, loss or expense of any nature that Customer may suffer or incur, caused by an act of God, fire, flood, civil or labor disturbance, war, act of any governmental authority or other act or threat of any authority (de jure or de facto), legal constraint, fraud or forgery (except by Bank or Bank Indemnitees), malfunction of equipment or software (except to the extent such malfunction is primarily attributable to Bank’s negligence, or willful misconduct in maintaining the equipment or software), failure of or the effect of rules or operations of any external funds transfer system, inability to obtain or interruption of external communications facilities, or any cause beyond the reasonable control of Bank (including without limitation, the non-availability of appropriate foreign exchange). Bank shall endeavor to promptly notify Customer when it becomes aware of any situation outlined above, but shall not be liable for failure to do so. If Bank is prevented from carrying out its obligations under this Agreement for a period of thirty days, Customer may terminate the Agreement by giving Bank not less than thirty days’ notice, without prejudice to any of the rights of any party accrued prior to the date of termination. 

7.3 Bank May Consult With Counsel. 

Bank shall be entitled to rely on, and may act upon the advice of professional advisers in relation to matters of law, regulation or market practice (which may be the professional advisers of Customer), and shall not be liable to Customer for any action reasonably taken or omitted pursuant to such advice; provided that Bank has selected and retained such professional advisers using reasonable care and acts reasonably in reliance on the advice. 

7.4 Bank Provides Diverse Financial Services and May Generate Profits as a Result. 

Customer acknowledges that Bank or its Affiliates may have a material interest in transactions entered into by Customer with respect to the Account or that circumstances are such that Bank may have a potential conflict of duty or interest. For example, Bank or its Affiliates may act as a market maker in the Financial Assets to which Instructions relate, provide brokerage services to other customers, act as financial adviser to the issuer of such Financial Assets, act in the same transaction as agent for more than one customer, have a material interest in the issue of the Financial Assets, or earn profits from any of these activities. Customer acknowledges that Bank or its Affiliates may be in possession of information tending to show that the Instructions received may not be in the best interests of Customer. Bank is not under any duty to disclose any such information. 

8. TAXATION 

8.1 Tax Obligations. 

(a) Customer confirms that 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 Customer’s Accounts. 

(b) If Bank does not receive appropriate declarations, documentation and information then additional United Kingdom taxation shall be deducted from all income received in respect of the Financial Assets issued outside the United Kingdom (which shall for this purpose include United Kingdom Eurobonds) and any applicable United States tax (including, but not limited to, non-resident alien tax) shall be deducted from United States source income. Customer shall provide to Bank such certifications, documentation, and information as it may require in connection with taxation, and warrants that, when given, this information is true and correct in every respect, not misleading in any way, and contains all material information. Customer undertakes to notify Bank immediately if any information requires updating or correcting. 

(c) Customer shall be responsible for the payment of all taxes relating to the Financial Assets in the Securities Account, and Customer shall pay, indemnify and hold Bank harmless from and against any and all liabilities, penalties, interest or additions to tax with respect to or resulting from, any delay in, or failure by, Bank (1) to pay, withhold or report any U.S. federal, state or local taxes or foreign taxes imposed on, or (2) to report interest, dividend or other income paid or credited to the Cash Account, whether such failure or delay by Bank to pay, withhold or report tax or income is the result of (x) Customer’s failure to comply with the terms of this paragraph, or (y) Bank’s own acts or omissions; provided however, Customer shall not be liable to Bank for any penalty or additions to tax due as a result of Bank’s failure to pay or withhold tax or to report interest, dividend or other income paid or credited to the Cash Account solely as a result of Bank’s negligent acts or omissions. 

8.2 Tax Reclaims. 

(a) Subject to the provisions of this Section, Bank shall apply for a reduction of withholding tax and any refund of any tax paid or tax credits in respect of income payments on Financial Assets credited to the Securities Account that Bank believes may be available. 

(b) The provision of a tax reclamation service by Bank is conditional upon Bank receiving from Customer (i) a declaration of its identity and place of residence and (ii) certain other documentation (pro forma copies of which are available from Bank). If Financial Assets credited to the Account are beneficially owned by someone other than Customer, this information shall be necessary with respect to the beneficial owner. Customer acknowledges that Bank shall be unable to perform tax reclamation services unless it receives this information. 

(c) Bank shall perform tax reclamation services only with respect to taxation levied by the revenue authorities of the countries advised to Customer from time to time and Bank may, by notification in writing, in its absolute discretion, supplement or amend the countries in which the tax reclamation services are offered. Other than as expressly provided in this Section 8.2, Bank shall have no responsibility with regard to Customer’s tax position or status in any jurisdiction. 

(d) Customer confirms that Bank is authorized to disclose any information requested by any revenue authority or any governmental body in relation to the processing of any tax reclaim. 

9. TERMINATION 

(a) Either party may terminate this Agreement by an instrument in writing delivered or mailed, postage prepaid, to the other party, such termination to take effect not sooner than sixty days after the date of such delivery or mailing if termination is being sought by Customer, for itself or on behalf of a Fund, and not sooner than one hundred twenty days after the date of such delivery or mailing if termination is being sought by Bank. Termination of this Agreement with respect to any one particular Fund shall in no way affect the rights and duties under this Agreement with respect to any other Fund. If Customer gives notice of termination, it must provide full details of the persons to whom Bank must deliver Financial Assets and cash. If Bank gives notice of termination, then Customer must, within one hundred twenty days following receipt of the notice, notify Bank of details of its new custodian, failing which Bank may elect (at any time after one hundred twenty days following Customer’s receipt of the notice) either to retain the Financial Assets and cash until such details are given, continuing to charge fees due (in which case Bank’s sole obligation shall be for the safekeeping of the Financial Assets and cash), or deliver the Financial Assets and cash to Customer. Bank shall in any event be entitled to deduct any uncontested amounts owing to it prior to delivery of the Financial Assets and cash (and, accordingly, Bank shall be entitled to deduct cash from the Cash Account in satisfaction of uncontested amounts owing to it); provided, however, that Bank shall first provide Customer with a statement setting forth such amounts owing to it and provide Customer two days’ advance notice before effecting any such deduction, during which time Customer shall be entitled to determine the priority order in which such Financial Assets and cash are to be used to satisfy the outstanding uncontested amounts. Customer shall reimburse Bank promptly for all reasonable out-of-pocket expenses it incurs in delivering Financial Assets upon termination by Customer. Termination pursuant to this Section shall not affect any of the liabilities either party owes to the other arising under this Agreement prior to such termination. 

(b) In the event of any termination of the Agreement for any reason whatsoever, Bank shall, for a period of up to one hundred twenty days after termination of the Agreement, (i) continue to provide all or part of the services under the Agreement if requested by Customer, which services shall be subject to the terms and conditions of the Agreement during the transition period unless otherwise agreed to by the parties; (ii) provide to Customer or any successor custodian all assistance reasonably requested to enable Customer or the successor custodian to commence providing services similar to those under the Agreement; and (iii) subject to the same limitations in place during the term of the Agreement, provide Customer with access to all records in the possession of Bank relating to Customer. In connection with any termination of the Agreement for any reason whatsoever, the parties shall also promptly develop a transition plan setting forth a reasonable timetable for the transition of Financial Assets and cash to Customer or any successor custodian and describing the parties’ respective responsibilities for transitioning the services back to Customer or any successor custodian in an orderly and uninterrupted fashion. Customer will use all reasonable efforts to transition to a successor custodian as soon as possible following the effective date of termination. 

10. MISCELLANEOUS 

10.1 Notices. 

Notices (other than Instructions) shall be served by registered mail or hand delivery to the address of the respective parties as set out on the first page of this Agreement, unless notice of a new address is given to the other party in writing. Notice shall not be deemed to be given unless it has been received. 

10.2 Successors and Assigns. 

This Agreement shall be binding on each of the parties’ successors and assigns, but the parties agree that neither party can assign its rights and obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld. 

10.3 Interpretation. 

Headings are for convenience only and are not intended to affect interpretation. References to sections are to sections of this Agreement and references to sub-sections and paragraphs are to sub-sections of the sections and paragraphs of the sub-sections in which they appear. 

10.4 Entire Agreement. 

This Agreement amends and restates the Amended and Restated Global Custody Agreement dated as of June 25, 2001 between Customer and Bank (the “Prior Agreement”), and the terms of this Agreement replace the terms of the Prior Agreement effective as of the date of this Agreement. This Agreement, including any Schedules, Appendices, Annexes, Exhibits, and Riders (and any separate agreement which Bank and Customer may enter into with respect to the services provided under this Agreement), sets out the entire Agreement between the parties in connection with the subject matter, and, unless otherwise agreed to by the parties, this Agreement supersedes any other agreement, statement, or representation relating to the services provided under this Agreement, whether oral or written. Amendments must be in writing and signed by both parties. For clarity, however, the continuation of any other agreements that reference the Prior Agreement is not intended to be affected by the fact of the amendment and restatement of the Prior Agreement by this Agreement, and reference in such agreements to the Prior Agreement shall be considered to be a reference to this Agreement effective as of the date of this Agreement (provided that matters relating to the time period prior to the date of this Agreement are governed by the terms of the Prior Agreement). 

10.5 Information Concerning Deposits at Bank. 

(a) Under U.S. federal law, deposit accounts that the Customer maintains in Bank’s foreign branches (outside of the U.S.) are not insured by the Federal Deposit Insurance Corporation.  In the event of Bank’s liquidation, foreign branch deposits have a lesser preference than U.S. deposits, and such foreign deposits are subject to cross-border risks. 

(b) Bank’s London Branch is a participant in the UK Financial Services Compensation Scheme (the "FSCS"), and the following terms apply to the extent any amount standing to the credit of the Cash Account is deposited in one or more deposit accounts at Bank’s London Branch.  The terms of the FSCS offer protection in connection with deposits to certain types of claimants to whom Bank’s London Branch provides services in the event that they suffer a financial loss as a direct consequence of Bank’s London Branch being unable to meet any of its obligations and, subject to the FSCS rules regarding eligible deposits, the Customer may have a right to claim compensation from the FSCS.  Subject to the FSCS rules, the maximum compensation payable by the FSCS, as at the date of this Agreement, in relation to eligible deposits is £85,000. 

(c) In the event that Bank incurs a loss attributable to Country Risk with respect to any cash balance it maintains on deposit at a Subcustodian or other correspondent bank in regard to its global custody or trust businesses in the country where the Subcustodian or other correspondent bank is located, Bank may set such loss off against Customer’s Cash Account to the extent that such loss is directly attributable to Customer’s investments in that market. 

10.6 Confidentiality. 

The parties hereto agree that each shall treat confidentially the terms and conditions of this Agreement and all information provided by each party to the other regarding its business and operations. All confidential information provided by a party shall be used by the other party solely for the purpose of rendering or obtaining services pursuant to this Agreement, and except as may be required in carrying out this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or thereafter becomes publicly available other than through a breach of this provision, or that is required to be disclosed by or to any regulatory authority, any external or internal accountant, auditor or counsels of the parties, by judicial or administrative process or otherwise by Applicable Law, or to any disclosure made by a party if such party’s counsel has advised that such party could be liable under any Applicable Law or any judicial or administrative order or process for failure to make such disclosure. 

10.7 Data Privacy and Security. 

Bank will implement and maintain a written information security program, in compliance with all federal, state and local laws and regulations (including any similar international laws) applicable to Bank, that contains reasonable and appropriate security measures designed to safeguard the personal information of the Funds’ shareholders, employees, trustees and/or officers that Bank or any Subcustodian receives, stores, maintains, processes, transmits or otherwise accesses in connection with the provision of services hereunder. In this regard, Bank will establish and maintain policies, procedures, and technical, physical, and administrative safeguards, designed to (i) ensure the security and confidentiality of all personal information and any other confidential information that Bank receives, stores, maintains, processes or otherwise accesses in connection with the provision of services hereunder, (ii) protect against any reasonably foreseeable threats or hazards to the security or integrity of personal information or other confidential information, (iii) protect against unauthorized access to or use of personal information or other confidential information, (iv) maintain reasonable procedures to detect and respond to any internal or external security breaches, and (v) ensure appropriate disposal of personal information or other confidential information.  

Bank will monitor and review its information security program and revise it, as necessary and in its sole discretion, to ensure it appropriately addresses any applicable legal and regulatory requirements. Bank shall periodically test and review its information security program.  

Bank shall respond to Customer’s reasonable requests for information concerning Bank’s information security program and, upon request, Bank will provide a copy of its applicable policies and procedures, or in Bank’s discretion, summaries thereof, to Customer, to the extent Bank is able to do so without divulging information Bank reasonably believes to be proprietary or Bank confidential information. Upon reasonable request, Bank shall discuss with Customer the information security program of Bank. Bank also agrees, upon reasonable request, to complete any security questionnaire provided by Customer to the extent Bank is able to do so without divulging sensitive, proprietary, or Bank confidential information and return it in a commercially reasonable period of time (or provide an alternative response that reasonably addresses the points included in the questionnaire). Customer acknowledges that certain information provided by Bank, including internal policies and procedures, may be proprietary to Bank, and agrees to protect the confidentiality of all such materials it receives from Bank.  

Bank agrees to resolve promptly any applicable control deficiencies that come to its attention that do not meet the standards established by federal and state privacy and data security laws, rules, regulations, and/or generally accepted industry standards related to Bank’s information security program. 

Bank shall: (i) promptly notify Customer of any confirmed unauthorized access to personal information or other confidential information of Customer (“Breach of Security”); (ii) promptly furnish to Customer appropriate details of such Breach of Security and assist Customer in assessing the Breach of Security to the extent it is not privileged information or part of an investigation; (iii) reasonably cooperate with Customer in any litigation and investigation of third parties reasonably deemed necessary by Customer to protect its proprietary and other rights; (iv) use reasonable precautions to prevent a recurrence of a Breach of Security; and (v) take all reasonable and appropriate action to mitigate any potential harm related to a Breach of Security, including any reasonable steps requested by Customer that are practicable for Bank to implement. Nothing in the immediately preceding sentence shall obligate Bank to provide Customer with information regarding any of Bank’s other customers or clients that are affected by a Breach of Security, nor shall the immediately preceding sentence limit Bank’s ability to take any actions that Bank believes are appropriate to remediate any Breach of Security unless such actions would prejudice or otherwise limit Customer’s ability to bring its own claims or actions against third parties related to the Breach of Security. If Bank discovers or becomes aware of a suspected data or security breach that may involve an improper access, use, disclosure, or alteration of personal information or other confidential information of Customer, Bank shall, except to the extent prohibited by Applicable Law or directed otherwise by a governmental authority not to do so, promptly notify Customer that it is investigating a potential breach and keep Customer informed as reasonably practicable of material developments relating to the investigation until Bank either confirms that such a breach has occurred (in which case the first sentence of this paragraph will apply) or confirms that no data or security breach involving personal information or other confidential information of Customer has occurred. 

For these purposes, “personal information” shall mean (i) an individual’s name (first initial and last name or first name and last name), address or telephone number plus (a) social security number, (b) driver’s license number, (c) state identification card number, (d) debit or credit card number, (e) financial account number, (f) passport number, or (g) personal identification number or password that would permit access to a person’s account or (ii) any combination of the foregoing that would allow a person to log onto or access an individual’s account. This provision will survive termination or expiration of the Agreement for so long as Bank or any Subcustodian continues to possess or have access to personal information related to Customer. Notwithstanding the foregoing “personal information” shall not include information that is lawfully obtained from publicly available information, or from federal, state or local government records lawfully made available to the general public. 

10.8 Business Continuity and Disaster Recovery. 

Bank shall maintain and update from time to time business continuation and disaster recovery procedures with respect to its global custody business, which are designed, in the event of a significant business disruption affecting Bank, to be sufficient to enable Bank to resume and continue to perform its duties and obligations under this Agreement without undue delay or disruption. Bank shall test the operability of such procedures at least annually. Bank shall enter into and shall maintain in effect at all times during the term of this Agreement reasonable provision for (i) periodic back-up of the computer files and data with respect to Customer and (ii) use of alternative electronic data processing equipment to provide services under this Agreement. Upon reasonable request, Bank shall discuss with Customer any business continuation and disaster recovery procedures of Bank. Bank represents that its business continuation and disaster recovery procedures are appropriate for its business as a global custodian to investment companies registered under the 1940 Act. 

10.9 Insurance. 

Bank shall not be required to maintain any insurance coverage for the benefit of Customer. 

10.10 Governing Law and Jurisdiction, Certification of Residency. 

This Agreement shall be construed, regulated, and administered under the laws of the United States or State of New York, as applicable, without regard to New York’s principles regarding conflict of laws. The United States District Court for the Southern District of New York shall have the sole and exclusive jurisdiction over any lawsuit or other judicial proceeding relating to or arising from this Agreement. If that court lacks federal subject matter jurisdiction, the Supreme Court of the State of New York, New York County shall have sole and exclusive jurisdiction. Either of these courts shall have proper venue for any such lawsuit or judicial proceeding, and the parties waive any objection to venue or their convenience as a forum. The parties agree to submit to the jurisdiction of any of the courts specified and to accept service of process to vest personal jurisdiction over them in any of these courts. The parties further hereby knowingly, voluntarily and intentionally waive, to the fullest extent permitted by Applicable Law, any right to a trial by jury with respect to any such lawsuit or judicial proceeding arising or relating to this Agreement or the transactions contemplated hereby. Customer certifies that it is a resident of the United States and shall notify Bank of any changes in residency. Bank may rely upon this certification or the certification of such other facts as may be required to administer Bank’s obligations hereunder. Customer shall indemnify Bank against all losses, liability, claims or demands arising directly or indirectly from any such certifications. 

10.11 Severability and Waiver. 

(a) If one or more provisions of this Agreement are held invalid, illegal or unenforceable 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 shall not in any way be affected or impaired. 

(b) Except as otherwise provided herein, no failure or delay on the part of either party in exercising any power or right hereunder 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. 

10.12 Counterparts. 

This Agreement may be executed in several counterparts, each of which shall be deemed to be an original and together shall constitute one and the same agreement. 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. 

[Signature page to follow.] 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. 

EACH OF THE OPEN-END MANAGEMENT INVESTMENT COMPANIES LISTED ON EXHIBIT 1 HERETO
By:	/s/ Thomas J. Higgins
Name:	Thomas J. Higgins
Title:	Chief Financial Officer
JPMORGAN CHASE BANK, N.A.
By:	/s/ Teresa Heitsenrether
Name:	Teresa Heitsenrether
Title:	Managing Director

EXHIBIT 1 

Vanguard Admiral Funds 

Vanguard S&P 500 Growth Index Fund 

Vanguard S&P 500 Value Index Fund 

Vanguard S&P Mid-Cap 400 Growth Index Fund 

Vanguard S&P Mid-Cap 400 Index Fund 

Vanguard S&P Mid-Cap 400 Value Index Fund 

Vanguard S&P Small-Cap 600 Growth Index Fund 

Vanguard S&P Small-Cap 600 Index Fund 

Vanguard S&P Small-Cap 600 Value Index Fund 

Vanguard Bond Index Funds 

Vanguard Inflation-Protected Securities Fund 

Vanguard Intermediate-Term Bond Index Fund 

Vanguard Long-Term Bond Index Fund 

Vanguard Short-Term Bond Index Fund 

Vanguard Total Bond Market Index Fund 

Vanguard Total Bond Market II Index Fund 

Vanguard Chester Funds 

Vanguard Institutional Target Retirement 2015 Fund 

Vanguard Institutional Target Retirement 2020 Fund 

Vanguard Institutional Target Retirement 2025 Fund 

Vanguard Institutional Target Retirement 2030 Fund 

Vanguard Institutional Target Retirement 2035 Fund 

Vanguard Institutional Target Retirement 2040 Fund 

Vanguard Institutional Target Retirement 2045 Fund 

Vanguard Institutional Target Retirement 2050 Fund 

Vanguard Institutional Target Retirement 2055 Fund 

Vanguard Institutional Target Retirement 2060 Fund 

Vanguard Institutional Target Retirement 2065 Fund 

Vanguard Institutional Target Retirement Income Fund 

Vanguard Target Retirement 2015 Fund 

Vanguard Target Retirement 2020 Fund 

Vanguard Target Retirement 2025 Fund 

Vanguard Target Retirement 2030 Fund 

Vanguard Target Retirement 2035 Fund 

Vanguard Target Retirement 2040 Fund 

Vanguard Target Retirement 2045 Fund 

Vanguard Target Retirement 2050 Fund 

Vanguard Target Retirement 2055 Fund 

Vanguard Target Retirement 2060 Fund 

Vanguard Target Retirement 2065 Fund 

Vanguard Target Retirement Income Fund 

Vanguard CMT Funds 

Vanguard Market Liquidity Fund 

Vanguard Fixed Income Securities Funds 

Vanguard GNMA Fund 

Vanguard High-Yield Corporate Fund 

Vanguard Long-Term Investment-Grade Fund 

Vanguard REIT II Index Fund 

Vanguard Ultra-Short-Term Bond Fund 

Vanguard Index Funds 

Vanguard Growth Index Fund 

Vanguard Mid-Cap Growth Index Fund 

Vanguard Mid-Cap Value Index Fund 

Vanguard Small-Cap Index Fund 

Vanguard Total Stock Market Index Fund 

Vanguard Malvern Funds 

Vanguard Short-Term Inflation-Protected Securities Index Fund 

Vanguard Scottsdale Funds 

Vanguard Intermediate-Term Corporate Bond Index Fund 

Vanguard Intermediate-Term Government Bond Index Fund 

Vanguard Long-Term Corporate Bond Index Fund 

Vanguard Long-Term Government Bond Index Fund 

Vanguard Mortgage-Backed Securities Index Fund 

Vanguard Short-Term Corporate Bond Index Fund 

Vanguard Short-Term Government Bond Index Fund 

Vanguard Specialized Funds  

Vanguard Dividend Appreciation Index Fund 

Vanguard Health Care Fund 

Vanguard Precious Metals and Mining Fund 

Vanguard STAR Funds 

Vanguard LifeStrategy Conservative Growth Fund 

Vanguard LifeStrategy Growth Fund 

Vanguard LifeStrategy Income Fund 

Vanguard LifeStrategy Moderate Growth Fund 

Vanguard Total International Stock Index Fund 

Vanguard Tax-Managed Funds 

Vanguard Tax-Managed Balanced Fund 

Vanguard Valley Forge Funds 

Vanguard Balanced Index Fund 

Vanguard Variable Insurance Funds 

Global Bond Index Portfolio 

Total Bond Market Index Portfolio 

Total International Stock Market Index Portfolio 

Vanguard Wellesley Income Fund 

Vanguard Wellesley Income Fund 

Vanguard Wellington Fund 

Vanguard Wellington Fund 

Vanguard Whitehall Funds 

Vanguard International Explorer Fund 

Vanguard World Fund 

Vanguard Extended Duration Treasury Index Fund 

Vanguard Global Wellesley Income Fund 

Vanguard Global Wellington Fund 

Vanguard International Growth Fund 

The terms and conditions as set forth in the Agreement (except for Sections 2.1 and 2.2) apply with respect to the Trusts and Funds listed below limited to their use of account number P 62749 in Vanguard Directly Managed Securities Lending transactions: 

Vanguard Chester Funds 

Vanguard PRIMECAP Fund 

Vanguard Explorer Fund 

Vanguard Explorer Fund 

Vanguard Fenway Funds 

Vanguard Equity Income Fund 

Vanguard PRIMECAP Core Fund 

Vanguard Horizon Funds 

Vanguard Capital Opportunity Fund 

Vanguard Global Equity Fund 

Vanguard Strategic Equity Fund 

Vanguard Strategic Small-Cap Equity Fund 

Vanguard Index Funds 

Vanguard 500 Index Fund 

Vanguard Extended Market Index Fund 

Vanguard Large-Cap Index Fund 

Vanguard Mid-Cap Index Fund 

Vanguard Small-Cap Growth Index Fund 

Vanguard Small-Cap Value Index Fund 

Vanguard Value Index Fund 

Vanguard Institutional Index Funds 

Vanguard Institutional Index Fund 

Vanguard Institutional Total Stock Market Index Fund 

Vanguard International Equity Index Funds 

Vanguard Emerging Markets Stock Index Fund 

Vanguard European Stock Index Fund 

Vanguard FTSE All-World ex-US Index Fund 

Vanguard FTSE All-World ex-US Small-Cap Index Fund 

Vanguard Global ex-U.S. Real Estate Index Fund 

Vanguard Pacific Stock Index Fund 

Vanguard Total World Stock Index Fund 

VanguardMalvern Funds 

Vanguard Capital Value Fund 

Vanguard U.S. Value Fund 

Vanguard Montgomery Funds 

Vanguard Market Neutral Fund 

Vanguard Morgan Growth Fund 

Vanguard Morgan Growth Fund 

Vanguard Quantitative Funds 

Vanguard Growth and Income Fund 

Vanguard Scottsdale Funds 

Vanguard Explorer Value Fund 

Vanguard Russell 1000 Growth Index Fund 

Vanguard Russell 1000 Index Fund 

Vanguard Russell 1000 Value Index Fund  

Vanguard Russell 2000 Growth Index Fund 

Vanguard Russell 2000 Index Fund 

Vanguard Russell 2000 Value Index Fund 

Vanguard Russell 3000 Index Fund 

Vanguard Specialized Funds 

Vanguard Dividend Growth Fund 

Vanguard Energy Fund  

Vanguard REIT Index Fund 

Vanguard Tax-Managed Funds 

Vanguard Developed Markets Index Fund 

Vanguard Trustees’ Equity Fund 

Vanguard Emerging Markets Select Stock Fund 

Vanguard International Value Fund 

Vanguard Variable Insurance Funds 

Balanced Portfolio 

Capital Growth Portfolio 

Diversified Value Portfolio 

Equity Income Portfolio 

Equity Index Portfolio 

Growth Portfolio 

International Portfolio 

Mid-Cap Index Portfolio 

REIT Index Portfolio 

Small Company Growth Portfolio 

Vanguard Whitehall Funds 

Vanguard Global Minimum Volatility Fund 

Vanguard High Dividend Yield Index Fund 

Vanguard International Dividend Appreciation Index Fund 

Vanguard International High Dividend Yield Index Fund 

Vanguard Mid-Cap Growth Fund 

Vanguard Selected Value Fund 

Vanguard Windsor Funds 

Vanguard Windsor Fund 

Vanguard Windsor II Fund 

Vanguard World Fund 

Vanguard Consumer Discretionary Index Fund 

Vanguard Consumer Staples Index Fund 

Vanguard Energy Index Fund 

Vanguard Financials Index Fund 

Vanguard FTSE Social Index Fund 

Vanguard Health Care Index Fund 

Vanguard Industrials Index Fund 

Vanguard Information Technology Index Fund 

Vanguard Materials Index Fund 

Vanguard Mega Cap Growth Index Fund 

Vanguard Mega Cap Index Fund 

Vanguard Mega Cap Value Index Fund 

Vanguard Telecommunication Services Index Fund 

Vanguard U.S. Growth Fund  

Vanguard Utilities Index Fund 

APPENDIX 1 

Information Regarding Country Risk 

1.To aid Customer in its determinations regarding Country Risk, Bank shall furnish annually and upon the initial placing of Financial Assets and cash into a country the following information (check items applicable): 

A.Opinions of local counsel concerning: 

_X_i. Whether applicable foreign law would restrict the access afforded Customer’s independent public accountants to books and records kept by an eligible foreign custodian located in that country. 

_X_ii. Whether applicable foreign law would restrict the Customer’s ability to recover its Financial Assets and cash in the event of the bankruptcy of an Eligible Foreign Custodian located in that country. 

_X_iii. Whether applicable foreign law would restrict the Customer’s ability to recover Financial Assets that are lost while under the control of an Eligible Foreign Custodian located in the country. 

B.Written information concerning: 

_X_i. The foreseeability of expropriation, nationalization, freezes, or confiscation of Customer’s Financial Assets. 

_X_ii. Whether difficulties in converting Customer’s cash and cash equivalents to U.S. dollars are reasonably foreseeable. 

C.A market report with respect to the following topics: 

(i) securities regulatory environment, (ii) foreign ownership restrictions, (iii) foreign exchange, (iv) securities settlement and registration, (v) taxation, and (vi) depositories (including depository evaluation), if any. 

2.To aid Customer in monitoring Country Risk, Bank shall furnish Customer the following additional information: 

Market flashes, including with respect to changes in the information in market reports. 

ANNEX A - Electronic Access 

1.Bank may permit the Customer and its Authorized Persons to access certain electronic systems and applications (collectively, the “Products”) and to access or receive electronically Data (as defined below) in connection with the Agreement.  Bank may, from time to time, introduce new features to the Products or otherwise modify or delete existing features of the Products in its sole discretion.  Bank shall endeavor to give the Customer reasonable notice of its termination or suspension of access to the Products, including suspension or cancelation of any User Codes, but may do so immediately if Bank determines, in its sole discretion, that providing access to the Products would violate Applicable Law or that the security or integrity of the Products is known or reasonably suspected to be at risk.  Access to the Products shall be subject to the Security Procedure.  

2.In consideration of the fees paid by the Customer to Bank and subject to any applicable software license addendum in relation to Bank-owned or sublicensed software provided for a particular application and Applicable Law, Bank grants to the Customer a non-exclusive, non-transferable, limited and revocable license to use the Products and the information and data made available through the Products or transferred electronically (the “Data”) for the Customer’s internal business use only.  The Customer may download the Data and print out hard copies for its reference, provided that it does not remove any copyright or other notices contained therein.  The license granted herein will permit use by the Customer’s Authorized Person, provided that such use shall be in compliance with the Agreement, including this Annex.  The Customer acknowledges that elements of the Data, including prices, Corporate Action information, and reference data, may have been licensed by Bank from third parties and that any use of such Data beyond that authorized by the foregoing license, may require the permission of one or more third parties in addition to Bank. Notwithstanding the foregoing, nothing in this Section 2, or elsewhere in this Annex, shall be deemed to give Bank or its licensors ownership of, or any rights in or to, any confidential information of the Customer, including as it may be accessible or receivable through the Products, and all rights in and to such information shall be retained exclusively by the Customer. 

3.The Customer acknowledges that there are security, cyberfraud, corruption, transaction error and access availability risks associated with using open networks such as the internet, and the Customer hereby expressly assumes such risks; for clarity, however, the foregoing shall not relieve Bank of its obligation under the first sentence of Section 4 of this Annex. The Customer is solely responsible for obtaining, maintaining and operating all systems, software (including antivirus software, anti-spyware software, and other internet security software) and personnel necessary for the Customer to access and use the Products. All such software must be interoperable with Bank’s software.  Each of the Customer and Bank shall be responsible for the proper functioning, maintenance and security of its own systems, services, software and other equipment. 

4.In cases where Bank’s website is unexpectedly down or otherwise unavailable, Bank shall, absent a force majeure event, provide other appropriate means for the Customer or its Authorized Persons to instruct Bank or obtain reports from Bank. Provided that Bank complies with its obligation to provide such other appropriate means, Bank shall not be liable for any Liabilities arising out of the Customer’s inability to access or use the Products via Bank’s website in the absence of Bank’s gross negligence, fraud or willful misconduct.  

5.Use of the Products may be monitored, tracked, and recorded.  In using the Products, the Customer hereby expressly consents to such monitoring, tracking, and recording, and will ensure that all persons using the Products through or on behalf of Customer are advised of and have consented to this monitoring, tracking and recording, and Bank’s right to disclose data derived from such activity in accordance with the Agreement, including this Annex. Bank shall own all right, title and interest in the data reflecting Customer’s usage of the Products or Bank’s website (including, but not limited to, general usage

data and aggregated transaction data). For clarity, the foregoing shall not be deemed to give Bank ownership of, or any rights in or to, the Customer’s confidential information (whether or not in aggregated form), the use or disclosure of which shall at all times be subject to Section 10.6 of this Agreement other otherwise agreed to by the Parties. 

6.The Customer shall not knowingly use the Products to transmit (i) any virus, worm, or destructive element or any programs or data that may be reasonably expected to interfere with or disrupt the Products or servers connected to the Products; (ii) material that violates the rights of another, including but not limited to the intellectual property rights of another; and (iii) “junk mail”, “spam”, “chain letters” or unsolicited mass distribution of e-mail. 

7.The Customer shall promptly and accurately designate in writing to Bank the geographic location of its users upon written request.  The Customer further represents and warrants to Bank that the Customer shall not access the Products from any jurisdiction which Bank informs the Customer or where the Customer has actual knowledge that the Products are not authorized for use due to local regulations or laws, including applicable software export rules and regulations.  Prior to submitting any document which designates the persons authorized to act on the Customer’s behalf, the Customer shall obtain from each individual referred to in such document all necessary consents to enable Bank to process the data set out therein for the purposes of providing the Products. 

8.Bank and Customer will be subject to and shall comply with all Applicable Law concerning restricting collection, use, disclosure, processing and free movement of the Data (collectively, the “Privacy Regulations”).  The Privacy Regulations may include, as applicable, the Federal “Privacy of Consumer Financial Information” Regulation (12 CFR Part 40) and Interagency Guidelines Establishing Information Security Standards (App B to 12 CFR Part 30), as amended from time to time, issued pursuant to Section 504 of the Gramm-Leach-Bliley Act of 1999 (15 U.S.C. §6801, et seq.), the Health and Insurance Portability and Accountability Act of 1996 (42 U.S.C. §1320d), The Data Protection Act 1998 and Directive 95/46/EC, 2009/136/EC and 2002/58/EC of the European Parliament and of the Council, as amended from time to time, and applicable implementing legislation in connection with  the protection of individuals with regard to processing of personal data and the free movement of such data. 

9.The Customer shall be responsible for the compliance of its Authorized Persons with the terms of the Agreement, including this Annex. 

SCHEDULE 1 – AGENT AND CASH NETWORK (CUSTODY & FUND SERVICES)  

MARKET	SUBCUSTODIAN		CASH CORRESPONDENT BANK
ARGENTINA	HSBC Bank Argentina S.A. Bouchard 680, 9th Floor C1106ABJ Buenos Aires ARGENTINA		HSBC Bank Argentina S.A. Buenos Aires
AUSTRALIA	JPMorgan Chase Bank, N.A.** Level 31, 101 Collins Street Melbourne 3000 AUSTRALIA		Australia and New Zealand Banking Group Ltd. Melbourne
AUSTRIA	UniCredit Bank Austria AG Julius Tandler Platz   3 A 1090 Vienna AUSTRIA		J.P. Morgan AG** Frankfurt am Main
BAHRAIN	HSBC Bank Middle East Limited Road No 2832 Al Seef 428 BAHRAIN		HSBC Bank Middle East Limited Al Seef
BANGLADESH	Standard Chartered Bank Portlink Tower Level 6, 67 Gulshan Avenue Gulshan Dhaka  1212 BANGLADESH		Standard Chartered Bank Dhaka
BELGIUM	BNP Paribas Securities Services S.C.A. Central Plaza Building Rue de Loxum, 25 7th Floor 1000 Brussels BELGIUM		J.P. Morgan A.G.** Frankfurt am Main
BERMUDA	HSBC Bank Bermuda Limited 6 Front Street Hamilton HM 11 BERMUDA		HSBC Bank Bermuda Limited Hamilton
BOTSWANA	Standard Chartered Bank Botswana Limited 5th Floor, Standard House P.O. Box 496 Queens Road, The Mall Gaborone BOTSWANA		Standard Chartered Bank Botswana Limited Gaborone
BRAZIL	J.P. Morgan S.A. DTVM** Av. Brigadeiro Faria Lima, 3729, Floor 06 Sao Paulo SP 04538 905 BRAZIL		J.P. Morgan S.A. DTVM** Sao Paulo
BULGARIA	Citibank Europe plc Serdika Offices 10th Floor 48 Sitnyakovo Blvd Sofia 1505 BULGARIA		ING Bank N.V. Sofia
CANADA	Canadian Imperial Bank of Commerce 1 York Street, Suite 900 Toronto Ontario M5J 0B6 CANADA Royal Bank of Canada 155 Wellington Street West, Toronto Ontario M5V 3L3 CANADA		Royal Bank of Canada Toronto
CHILE	Banco Santander Chile Bandera 140, Piso 4 Santiago CHILE		Banco Santander Chile Santiago
CHINA A SHARE	HSBC Bank (China) Company Limited 33/F, HSBC Building, Shanghai ifc 8 Century Avenue, Pudong Shanghai 200120 THE PEOPLE'S REPUBLIC OF CHINA		HSBC Bank (China) Company Limited Shanghai
CHINA B SHARE	HSBC Bank (China) Company Limited 33/F, HSBC Building, Shanghai ifc 8 Century Avenue, Pudong Shanghai 200120 THE PEOPLE'S REPUBLIC OF CHINA		JPMorgan Chase Bank, N.A.** New York JPMorgan Chase Bank, N.A.** Hong Kong
CHINA CONNECT	JPMorgan Chase Bank, N.A.** 48th Floor, One Island East 18 Westlands Road, Quarry Bay HONG KONG		JPMorgan Chase Bank, N.A.** Hong Kong
COLOMBIA	Cititrust Colombia S.A. Carrera 9 A #  99 02, 3rd floor Bogota COLOMBIA		Cititrust Colombia S.A. Bogotá
*COSTA RICA*	Banco BCT, S.A. 150 Metros Norte de la Catedral Metropolitana Edificio BCT San Jose COSTA RICA		Banco BCT, S.A. San Jose
*RESTRICTED SERVICE ONLY.  PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION*
CROATIA	Privredna banka Zagreb d.d. Radnicka cesta 50 10000 Zagreb CROATIA		Zagrebacka banka d.d. Zagreb
CYPRUS	HSBC Bank plc 109 111, Messogian Ave. 115 26 Athens GREECE		J.P. Morgan AG** Frankfurt am Main
CZECH REPUBLIC	UniCredit Bank Czech Republic and Slovakia, a.s. BB Centrum   FILADELFIE Zeletavska 1525 1 140 92 Prague 1 CZECH REPUBLIC		Ceskoslovenska obchodni banka, a.s. Prague
DENMARK	Nordea Bank AB (publ) Christiansbro Strandgade 3 P.O. Box 850 DK 0900 Copenhagen DENMARK		Nordea Bank AB (publ) Copenhagen
EGYPT	Citibank, N.A. 4 Ahmed Pasha Street Garden City Cairo EGYPT		Citibank, N.A. Cairo
ESTONIA	Swedbank AS Liivalaia 8 15040 Tallinn ESTONIA		J.P. Morgan AG** Frankfurt am Main
FINLAND	Nordea Bank AB (publ) Aleksis Kiven katu 3 5 FIN 00020 NORDEA Helsinki FINLAND		J.P. Morgan AG** Frankfurt am Main
FRANCE	BNP Paribas Securities Services S.C.A. 3, rue d'Antin 75002 Paris FRANCE		J.P. Morgan AG** Frankfurt am Main
GERMANY	Deutsche Bank AG Alfred Herrhausen Allee 16 24 D 65760 Eschborn GERMANY J.P. Morgan AG#** Taunustor 1 (TaunusTurm) 60310 Frankfurt am Main GERMANY # Custodian for local German custody clients only.		J.P. Morgan AG** Frankfurt am Main
GHANA	Standard Chartered Bank Ghana Limited Accra High Street P.O. Box 768 Accra GHANA		Standard Chartered Bank Ghana Limited Accra
GREECE	HSBC Bank plc Messogion 109 111 11526 Athens GREECE		J.P. Morgan AG** Frankfurt am Main
HONG KONG	JPMorgan Chase Bank, N.A.** 48th Floor, One Island East 18 Westlands Road, Quarry Bay HONG KONG		JPMorgan Chase Bank, N.A.** Hong Kong
HUNGARY	Deutsche Bank AG Hold utca 27 H 1054 Budapest HUNGARY		ING Bank N.V. Budapest
*ICELAND*	Islandsbanki hf. Kirkjusandur 2 IS 155 Reykjavik ICELAND		Islandsbanki hf. Reykjavik
*RESTRICTED SERVICE ONLY.  PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION*
INDIA	JPMorgan Chase Bank, N.A.** 6th Floor, Paradigm ‘B’ Wing Mindspace, Malad (West) Mumbai 400 064 INDIA		JPMorgan Chase Bank, N.A.** Mumbai
INDONESIA	PT Bank HSBC Indonesia Menara Mulia 25th Floor Jl. Jendral Gatot Subroto Kav. 9 11 Jakarta 12930 INDONESIA		PT Bank HSBC Indonesia Jakarta
IRELAND	JPMorgan Chase Bank, N.A.** 25 Bank Street, Canary Wharf London E14 5JP UNITED KINGDOM		J.P. Morgan AG** Frankfurt am Main
ISRAEL	Bank Leumi le Israel B.M. 35, Yehuda Halevi Street 65136 Tel Aviv ISRAEL		Bank Leumi le Israel B.M. Tel Aviv
ITALY	BNP Paribas Securities Services S.C.A. Piazza Lina Bo Bardi, 3 20124 Milan ITALY		J.P. Morgan AG** Frankfurt am Main
JAPAN	Mizuho Bank, Ltd. 2 15 1, Konan Minato ku Tokyo 108 6009 JAPAN The Bank of Tokyo Mitsubishi UFJ, Ltd. 1 3 2 Nihombashi Hongoku cho Chuo ku Tokyo 103 0021 JAPAN		JPMorgan Chase Bank, N.A.** Tokyo
JORDAN	Standard Chartered Bank Shmeissani Branch Al Thaqafa Street Building # 2 P.O. Box 926190 Amman JORDAN		Standard Chartered Bank Amman
KAZAKHSTAN	JSC Citibank Kazakhstan Park Palace, Building A, Floor 2 41 Kazybek Bi Almaty 050010 KAZAKHSTAN		Subsidiary Bank Sberbank of Russia Joint Stock Company Almaty
KENYA	Standard Chartered Bank Kenya Limited Chiromo 48 Westlands Road Nairobi 00100 KENYA		Standard Chartered Bank Kenya Limited Nairobi
KUWAIT	HSBC Bank Middle East Limited Kuwait City, Sharq Area Abdulaziz Al Sager Street Al Hamra Tower, 37F Safat 13017 KUWAIT		HSBC Bank Middle East Limited Safat
LATVIA	Swedbank AS Balasta dambis 1a Riga LV 1048 LATVIA		J.P. Morgan AG** Frankfurt am Main
LITHUANIA	AB SEB Bankas 12 Gedimino pr. LT 2600 Vilnius LITHUANIA		J.P. Morgan AG** Frankfurt am Main
LUXEMBOURG	BNP Paribas Securities Services S.C.A. 33, Rue de Gasperich L 5826 Hesperange LUXEMBOURG		J.P. Morgan AG** Frankfurt am Main
*MALAWI*	Standard Bank Limited, Malawi 1st Floor Kaomba House Cnr Glyn Jones Road & Victoria Avenue Blantyre MALAWI		Standard Bank Limited, Malawi Blantyre
*RESTRICTED SERVICE ONLY.  PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION*
MALAYSIA	HSBC Bank Malaysia Berhad 2 Leboh Ampang 12th Floor, South Tower 50100 Kuala Lumpur MALAYSIA		HSBC Bank Malaysia Berhad Kuala Lumpur
MAURITIUS	The Hongkong and Shanghai Banking Corporation Limited HSBC Centre 18 Cybercity Ebene MAURITIUS		The Hongkong and Shanghai Banking Corporation Limited Ebene
MEXICO	Banco Nacional de Mexico, S.A. Act. Roberto Medellin No. 800 3er Piso Norte Colonia Santa Fe 01210 Mexico, D.F. MEXICO		Banco Santander (Mexico), S.A. Mexico, D.F.
MOROCCO	Société Générale Marocaine de Banques 55 Boulevard Abdelmoumen Casablanca 20100 MOROCCO		Attijariwafa Bank S.A. Casablanca
NAMIBIA	Standard Bank Namibia Limited 2nd Floor, Town Square Building Corner of Werner List and Post Street Mall P.O. Box 3327 Windhoek NAMIBIA		The Standard Bank of South Africa Limited Johannesburg
NETHERLANDS	BNP Paribas Securities Services S.C.A. Herengracht 595 1017 CE Amsterdam NETHERLANDS		J.P. Morgan AG** Frankfurt am Main
NEW ZEALAND	JPMorgan Chase Bank, N.A.** Level 13, 2 Hunter Street Wellington 6011 NEW ZEALAND		Westpac Banking Corporation Wellington
NIGERIA	Stanbic IBTC Bank Plc Plot 1712 Idejo Street Victoria Island Lagos NIGERIA		Stanbic IBTC Bank Plc Lagos
NORWAY	Nordea Bank AB (publ) Essendropsgate 7 P.O. Box 1166 NO 0107 Oslo NORWAY		Nordea Bank AB (publ) Oslo
OMAN	HSBC Bank Oman S.A.O.G. 2nd Floor Al Khuwair P.O. Box 1727 PC 111 Seeb OMAN		HSBC Bank Oman S.A.O.G. Seeb
PAKISTAN	Standard Chartered Bank (Pakistan) Limited P.O. Box 4896 Ismail Ibrahim Chundrigar Road Karachi 74000 PAKISTAN		Standard Chartered Bank (Pakistan) Limited Karachi
PERU	Citibank del Perú S.A. Av. Canaval y Moreryra 480 Piso 3 San Isidro Lima 27 PERU		Banco de Crédito del Perú Lima
PHILIPPINES	The Hongkong and Shanghai Banking Corporation Limited 7/F HSBC Centre 3058 Fifth Avenue West Bonifacio Global City 1634 Taguig City PHILIPPINES		The Hongkong and Shanghai Banking Corporation Limited Taguig City
POLAND	Bank Handlowy w. Warszawie S.A. ul. Senatorska 16 00 923 Warsaw POLAND		mBank S.A. Warsaw
PORTUGAL	BNP Paribas Securities Services S.C.A. Avenida D.João II, Lote 1.18.01, Bloco B, 7º andar 1998 028 Lisbon PORTUGAL		J.P. Morgan AG** Frankfurt am Main
QATAR	HSBC Bank Middle East Limited 2nd Floor, Ali Bin Ali Tower Building 150 (Airport Road) P.O. Box 57 Doha QATAR		The Commercial Bank (P.Q.S.C.) Doha
ROMANIA	Citibank Europe plc 145 Calea Victoriei 1st District 010072 Bucharest ROMANIA		ING Bank N.V. Bucharest
RUSSIA	J.P. Morgan Bank International (Limited Liability Company)** 10, Butyrsky Val White Square Business Centre Floor 12 Moscow 125047 RUSSIA		JPMorgan Chase Bank, N.A.** New York
SAUDI ARABIA	HSBC Saudi Arabia 2/F HSBC Building 7267 Olaya Street North, Al Murooj Riyadh 12283 2255 SAUDI ARABIA		HSBC Saudi Arabia Riyadh
SERBIA	Unicredit Bank Srbija a.d. Rajiceva 27 29 11000 Belgrade SERBIA		Unicredit Bank Srbija a.d. Belgrade
SINGAPORE	DBS Bank Ltd 10 Toh Guan Road DBS Asia Gateway, Level 04 11 (4B) 608838 SINGAPORE		Oversea Chinese Banking Corporation Singapore
SLOVAK REPUBLIC	UniCredit Bank Czech Republic and Slovakia, a.s. Sancova 1/A SK 813 33 Bratislava SLOVAK REPUBLIC		J.P. Morgan AG** Frankfurt am Main
SLOVENIA	UniCredit Banka Slovenija d.d. Smartinska 140 SI 1000 Ljubljana SLOVENIA		J.P. Morgan AG** Frankfurt am Main
SOUTH AFRICA	FirstRand Bank Limited 1 Mezzanine Floor, 3 First Place, Bank City Cnr Simmonds and Jeppe Streets Johannesburg 2001 SOUTH AFRICA		The Standard Bank of South Africa Limited Johannesburg
SOUTH KOREA	Standard Chartered Bank Korea Limited 47 Jongro, Jongro Gu Seoul 03160 SOUTH KOREA Kookmin Bank Co., Ltd. 84, Namdaemun ro, Jung gu Seoul 100 845 SOUTH KOREA		Standard Chartered Bank Korea Limited Seoul Kookmin Bank Co., Ltd. Seoul
SPAIN	Santander Securities Services, S.A. Ciudad Grupo Santander Avenida de Cantabria, s/n Edificio Ecinar, planta baja Boadilla del Monte 28660 Madrid SPAIN		J.P. Morgan AG** Frankfurt am Main
SRI LANKA	The Hongkong and Shanghai Banking Corporation Limited 24 Sir Baron Jayatillaka Mawatha Colombo 1 SRI LANKA		The Hongkong and Shanghai Banking Corporation Limited Colombo
SWEDEN	Nordea Bank AB (publ) Hamngatan 10 SE 105 71 Stockholm SWEDEN		Svenska Handelsbanken Stockholm
SWITZERLAND	UBS Switzerland AG 45 Bahnhofstrasse 8021 Zurich SWITZERLAND		UBS Switzerland AG Zurich
TAIWAN	JPMorgan Chase Bank, N.A.** 8th Floor, Cathay Xin Yi Trading Building No. 108, Section 5, Xin Yi Road Taipei 11047 TAIWAN		JPMorgan Chase Bank, N.A.** Taipei
*TANZANIA*	Stanbic Bank Tanzania Limited Stanbic Centre Corner Kinondoni and A.H. Mwinyi Roads P.O. Box 72648 Dar es Salaam TANZANIA		Stanbic Bank Tanzania Limited Dar es Salaam
*RESTRICTED SERVICE ONLY.  PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION*
THAILAND	Standard Chartered Bank (Thai) Public Company Limited 14th Floor, Zone B Sathorn Nakorn Tower 90 North Sathorn Road Bangrak Silom, Bangrak Bangkok 10500 THAILAND		Standard Chartered Bank (Thai) Public Company Limited Bangkok
TRINIDAD AND TOBAGO	Republic Bank Limited 9 17 Park Street Port of Spain TRINIDAD AND TOBAGO		Republic Bank Limited Port of Spain
TUNISIA	Banque Internationale Arabe de Tunisie, S.A. 70 72 Avenue Habib Bourguiba P.O. Box 520 Tunis 1000 TUNISIA		Banque Internationale Arabe de Tunisie, S.A. Tunis
TURKEY	Citibank A.S. Inkilap Mah., Yilmaz Plaza O. Faik Atakan Caddesi No: 3 34768 Umraniye, Istanbul TURKEY		JPMorgan Chase Bank, N.A.** Istanbul
UGANDA	Standard Chartered Bank Uganda Limited 5 Speke Road P.O. Box 7111 Kampala UGANDA		Standard Chartered Bank Uganda Limited Kampala
*UKRAINE*	PJSC Citibank 16 G Dilova Street 03150 Kiev UKRAINE		PJSC Citibank Kiev JPMorgan Chase Bank, N.A.** New York
*RESTRICTED SERVICE ONLY.  PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION*
UNITED ARAB EMIRATES   ADX	HSBC Bank Middle East Limited Emaar Square, Level 4, Building No. 5 P.O. Box 502601 Dubai UNITED ARAB EMIRATES		The National Bank of Abu Dhabi Abu Dhabi
UNITED ARAB EMIRATES   DFM	HSBC Bank Middle East Limited Emaar Square, Level 4, Building No. 5 P.O. Box 502601 Dubai UNITED ARAB EMIRATES		The National Bank of Abu Dhabi Abu Dhabi
UNITED ARAB EMIRATES   NASDAQ DUBAI	HSBC Bank Middle East Limited Emaar Square, Level 4, Building No. 5 P.O. Box 502601 Dubai UNITED ARAB EMIRATES		JPMorgan Chase Bank, N.A. ** New York
UNITED KINGDOM	JPMorgan Chase Bank, N.A.** 25 Bank Street, Canary Wharf London E14 5JP UNITED KINGDOM Deutsche Bank AG Depository and Clearing Centre 10 Bishops Square London E1 6EG UNITED KINGDOM		JPMorgan Chase Bank, N.A.** London Varies by currency
UNITED STATES	JPMorgan Chase Bank, N.A.** 4 New York Plaza New York NY 10004 UNITED STATES		JPMorgan Chase Bank, N.A.** New York
URUGUAY	Banco Itaú Uruguay S.A. Zabala 1463 11000 Montevideo URUGUAY		Banco Itaú Uruguay S.A. Montevideo
VENEZUELA	Citibank, N.A. Avenida Casanova Centro Comercial El Recreo Torre Norte, Piso 19 Caracas 1050 VENEZUELA		Citibank, N.A. Caracas
VIETNAM	HSBC Bank (Vietnam) Ltd. Centre Point 106 Nguyen Van Troi Street Phu Nhuan District Ho Chi Minh City VIETNAM		HSBC Bank (Vietnam) Ltd. Ho Chi Minh City
*WAEMU BENIN, BURKINA FASO, GUINEA BISSAU, IVORY COAST, MALI, NIGER, SENEGAL, TOGO*	Standard Chartered Bank Côte d’Ivoire SA 23 Boulevard de la Republique 1 01 B.P. 1141 Abidjan 17 IVORY COAST		Standard Chartered Bank Côte d’Ivoire SA Abidjan
*RESTRICTED SERVICE ONLY.  PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION*
ZAMBIA	Standard Chartered Bank Zambia Plc Standard Chartered House Cairo Road P.O. Box 32238 Lusaka 10101 ZAMBIA		Standard Chartered Bank Zambia Plc Lusaka
*ZIMBABWE*	Stanbic Bank Zimbabwe Limited Stanbic Centre, 3rd Floor 59 Samora Machel Avenue Harare ZIMBABWE		Stanbic Bank Zimbabwe Limited Harare
*RESTRICTED SERVICE ONLY.  PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION*
** J.P. Morgan affiliate		Correspondent banks are listed for information only.
This document is for information only and its contents are subject to change.  This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with J.P. Morgan. Neither this document nor any of its contents may be disclosed to any third party or used for any other purpose without the proper written consent of J.P. Morgan.  J.P. Morgan has gathered the information from a source it considers reliable, however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby.

SCHEDULE 3 – SECURITIES DEPOSITORIES 

Market	Depository	Instruments
ARGENTINA	CVSA (Caja de Valores S.A.)	Equity, Corporate Debt, Government Debt
AUSTRALIA	ASX Settlement (ASX Settlement Pty Limited) Austraclear (Austraclear Limited)	Equity Corporate Debt, Government Debt
AUSTRIA	OeKB CSD GmbH (Oesterreichische Kontrollbank CSD GmbH)	Equity, Corporate Debt, Government Debt
BAHRAIN	CSD (Bahrain Bourse - Clearing, Settlement and Central Depository)	Equity, Corporate Debt
BANGLADESH	BB (Bangladesh Bank) CDBL (Central Depository Bangladesh Limited)	Government Debt Equity, Corporate Debt
BELGIUM	Euroclear Belgium (Euroclear Belgium SA/NV) NBB (The National Bank of Belgium)	Equity, Corporate Debt Corporate Debt, Government Debt
BERMUDA	BSD (Bermuda Stock Exchange - Bermuda Securities Depository)	Equity, Corporate Debt, Government Debt
BOTSWANA	BoB (Bank of Botswana) CSDB (Central Securities Depository of Botswana Ltd)	Government Debt Equity, Corporate Debt
BRAZIL	BM&FBOVESPA (B3 S.A. -  BM&FBOVESPA) CETIP (B3 S.A. - CETIP) SELIC (Banco Central do Brasil - Sistema Especial de Liquidação e Custódia)	Equity Corporate Debt Government Debt
BULGARIA	CDAD (Central Depository AD) BNB (Bulgarian National Bank)	Equity, Corporate Debt Government Debt
CANADA	CDS Clearing (CDS Clearing and Depository Services Inc.)	Equity, Corporate Debt, Government Debt
CHILE	DCV (Depósito Central de Valores S.A.)	Equity, Corporate Debt, Government Debt
CHINA A-SHARE	CSDCC (China Securities Depository and Clearing Corporation Limited) SCH (Shanghai Clearing House) CCDC (China Central Depository & Clearing Co., Ltd.)	Equity, Corporate Debt, Government Debt Short-term Corporate Debt Corporate Debt, Government Debt
CHINA B-SHARE	CSDCC (China Securities Depository and Clearing Corporation Limited)	Equity
CHINA CONNECT	HKSCC - for China Connect (Hong Kong Securities Clearing Company Limited)	Equity
COLOMBIA	DCV (Banco de la Républica de Colombia - Depósito Central de Valores) DECEVAL (Depósito Centralizado de Valores de Colombia S.A.)	Government Debt Equity, Corporate Debt, Government Debt
COSTA RICA	InterClear (InterClear, S.A.)	Equity, Corporate Debt, Government Debt
CROATIA	SKDD (Središnje klirinško depozitarno društvo d.d.)	Equity, Corporate Debt, Government Debt
CYPRUS	CDCR (Cyprus Stock Exchange - Central Depository and Central Registry)	Equity, Corporate Debt, Government Debt
CZECH REPUBLIC	CNB (Ceská národní banka) CDCP (Centrální depozitár cenných papíru, a.s.)	Short-Term Corporate Debt, Short-Term Government Debt Equity, Long-Term Corporate Debt, Long-Term Government Debt
DENMARK	VP (VP Securities A/S)	Equity, Corporate Debt, Government Debt
EGYPT	MCDR (Misr for Central Clearing, Depository and Registry) CBE (Central Bank of Egypt)	Equity, Corporate Debt, Treasury Bonds Treasury Bills
ESTONIA	ECSD (Eesti Väärtpaberikeskus AS)	Equity, Corporate Debt, Government Debt
FINLAND	Euroclear Finland (Euroclear Finland Oy)	Equity, Corporate Debt, Government Debt
FRANCE	Euroclear France (Euroclear France SA)	Equity, Corporate Debt, Government Debt
GERMANY	CBF (Clearstream Banking AG)	Equity, Corporate Debt, Government Debt
GHANA	CSD (Central Securities Depository (GH) Ltd.)	Equity, Corporate Debt, Government Debt
GREECE	BoG (Bank of Greece) ATHEXCSD (Hellenic Central Securities Depository)	Government Debt Equity, Corporate Debt
HONG KONG	HKSCC (Hong Kong Securities Clearing Company Limited) CMU (Hong Kong Monetary Authority - Central Moneymarkets Unit)	Equity, Corporate Debt, Government Debt Corporate Debt, Government Debt
HUNGARY	KELER (Központi Elszámolóház és Értéktár (Budapest) Zrt.)	Equity, Corporate Debt, Government Debt
ICELAND	Nasdaq CSD Iceland hf. (Nasdaq verðbréfamiðstöð hf.)	Equity, Corporate Debt, Government Debt
INDIA	NSDL (National Securities Depository Limited) CDSL (Central Depository Services (India) Limited) RBI (Reserve Bank of India)	Equity, Corporate Debt Equity, Corporate Debt Government Debt
INDONESIA	KSEI (PT Kustodian Sentral Efek Indonesia) BI (Bank Indonesia)	Equity, Corporate Debt, Government Debt* (*acts as sub-registry) Government Debt
INTERNATIONAL SECURITIES MARKET	Euroclear Bank (Euroclear Bank SA/NV) CBL (Clearstream Banking S.A.)	Internationally Traded Debt, Equity Internationally Traded Debt, Equity
IRELAND	EUI (Euroclear U.K. & Ireland Limited)	Equity, Corporate Debt
ISRAEL	TASE-CH (Tel-Aviv Stock Exchange Clearing House Ltd.)	Equity, Corporate Debt, Government Debt
ITALY	Monte Titoli (Monte Titoli S.p.A.)	Equity, Corporate Debt, Government Debt
JAPAN	JASDEC (Japan Securities Depository Center, Incorporated) BOJ (Bank of Japan)	Equity, Corporate Debt Government Debt
JORDAN	SDC (Securities Depository Center)	Equity, Corporate Debt
KAZAKHSTAN	KACD (Central Securities Depository Joint-Stock Company)	Equity, Corporate Debt, Government Debt
KENYA	CDS (Central Bank of Kenya - Central Depository System) CDSC (Central Depository and Settlement Corporation Limited)	Government Debt Equity, Corporate Debt
KUWAIT	KCC (The Kuwait Clearing Company K.S.C.)	Equity, Corporate Debt
LATVIA	LCD (Latvian Central Depository)	Equity, Corporate Debt, Government Debt
LITHUANIA	CSDL (Central Securities Depository of Lithuania)	Equity, Corporate Debt, Government Debt
LUXEMBOURG	CBL (Clearstream Banking S.A.)	Equity, Corporate Debt, Government Debt
MALAYSIA	Bursa Depository (Bursa Malaysia Depository Sdn Bhd) BNM (Bank Negara Malaysia)	Equity, Corporate Debt Government Debt
MAURITIUS	CDS (Central Depository & Settlement Co. Ltd) BOM (Bank of Mauritius)	Equity, Corporate Debt Government Debt
MEXICO	Indeval (S.D. Indeval S.A. de C.V.)	Equity, Corporate Debt, Government Debt
MOROCCO	Maroclear (Maroclear)	Equity, Corporate Debt, Government Debt
NETHERLANDS	Euroclear Nederland (Euroclear Nederland)	Equity, Corporate Debt, Government Debt
NEW ZEALAND	NZCSD (New Zealand Central Securities Depository Limited)	Equity, Corporate Debt, Government Debt
NIGERIA	CSCS (Central Securities Clearing System Plc) CBN (Central Bank of Nigeria)	Equity, Corporate Debt Government Debt
NORWAY	VPS (Verdipapirsentralen ASA)	Equity, Corporate Debt, Government Debt
OMAN	MCD (Muscat Clearing and Depository Co. (S.A.O.C))	Equity, Corporate Debt, Government Debt
PAKISTAN	SBP (State Bank of Pakistan) CDC (Central Depository Company of Pakistan Limited)	Government Debt Equity, Corporate Debt
PERU	CAVALI (CAVALI S.A. I.C.L.V.)	Equity, Corporate Debt, Government Debt
PHILIPPINES	PDTC (Philippine Depository and Trust Corporation) RoSS (Bureau of Treasury - Registry of Scripless Securities)	Equity, Corporate Debt Government Debt
POLAND	KDPW (Krajowy Depozyt Papierów Wartosciowych S.A.) RPW (National Bank of Poland - Registry of Securities)	Equity, Corporate Debt, Long-Term Government Debt Short-Term Government Debt
PORTUGAL	INTERBOLSA (Sociedade Gestora de Sistemas de Liquidação e de Sistemas Centralizados de Valores Mobiliários, S.A.)	Equity, Corporate Debt, Government Debt
QATAR	QCSD (Qatar Central Securities Depository)	Equity, Government Debt
ROMANIA	CD S.A. (Central Depository S.A.) NBR (National Bank of Romania)	Equity, Corporate Debt Government Debt
RUSSIA	NSD (National Settlement Depository)	Equity, Corporate Debt, Government Debt
SAUDI ARABIA	SDCC (Securities Depository Center Company)	Equity, Corporate Debt, Government Debt
SERBIA	CSD (Central Securities Depository and Clearing House)	Equity, Corporate Debt, Government Debt
SINGAPORE	CDP (The Central Depository (Pte) Limited) MAS (Monetary Authority of Singapore)	Equity, Corporate Debt, Government Securities Government Securities
SLOVAK REPUBLIC	CDCP (Centrálny depozitár cenných papierov SR, a.s.)	Equity, Corporate Debt, Government Debt
SLOVENIA	KDD (Centralna klirinško depotna družba d.d.)	Equity, Corporate Debt, Government Debt
SOUTH AFRICA	Strate (Strate (Pty) Limited)	Equity, Corporate Debt, Government Debt
SOUTH KOREA	KSD (Korea Securities Depository)	Equity, Corporate Debt, Government Debt
SPAIN	IBERCLEAR (Sociedad de Sistemas)	Equity, Corporate Debt, Government Debt
SRI LANKA	CDS (Central Depository Systems (Pvt.) Ltd.) LankaSecure (Central Bank of Sri Lanka - LankaSecure)	Equity, Corporate Debt Government Debt
SWEDEN	Euroclear Sweden (Euroclear Sweden AB)	Equity, Corporate Debt, Government Debt
SWITZERLAND	SIS (SIX SIS AG)	Equity, Corporate Debt, Government Debt
TAIWAN	TDCC (Taiwan Depository and Clearing Corporation) CBC (Central Bank of the Republic of China (Taiwan))	Equity, Corporate Debt Government Debt
TANZANIA	CDS (Dar es Salaam Stock Exchange Central Depository System)	Equity, Corporate Debt
THAILAND	TSD (Thailand Securities Depository Company Limited)	Equity, Corporate Debt, Government Debt
TRINIDAD AND TOBAGO	TTCD (Trinidad and Tobago Central Depository Limited)	Equity, Corporate Debt, Government Debt
TUNISIA	Tunisie Clearing (Tunisie Clearing)	Equity, Corporate Debt, Government Debt
TURKEY	CBRT (Türkiye Cumhuriyet Merkez Bankasi A.S.) CRA (Merkezi Kayit Kurulusu A.S.)	Government Debt Equity, Corporate Debt, Government Debt
UGANDA	CSD (Bank of Uganda - Central Securities Depository) SCD (Uganda Securities Exchange - Securities Central Depository)	Government Debt Equity, Corporate Debt
UKRAINE	NDU (National Depository of Ukraine)	Equity, Corporate Debt
UNITED ARAB EMIRATES - ADX	ADX (Abu Dhabi Securities Exchange)	Equity, Corporate Debt, Government Debt
UNITED ARAB EMIRATES - DFM	DFM (Dubai Financial Market)	Equity, Corporate Debt, Government Debt
UNITED ARAB EMIRATES - NASDAQ DUBAI	NASDAQ Dubai (NASDAQ Dubai Limited)	Corporate Debt
UNITED KINGDOM	EUI (Euroclear U.K. & Ireland Limited)	Equity, Corporate Debt, Government Debt
UNITED STATES	FRB (Federal Reserve Bank) DTC (Depository Trust Company)	Government Debt, Mortgage Backed Securities Equity, Corporate Debt
URUGUAY	BCU (Banco Central del Uruguay)	Government Debt
VENEZUELA	CVV (Caja Venezolana de Valores, S.A.) BCV (Banco Central de Venezuela)	Equity, Corporate Debt Government Debt
VIETNAM	VSD (Vietnam Securities Depository)	Equity, Corporate Debt, Government Debt
WAEMU - BENIN, BURKINA FASO, GUINEA-BISSAU, IVORY COAST, MALI, NIGER, SENEGAL, TOGO	DC/BR (Le Dépositaire Central / Banque de Règlement)	Equity, Corporate Debt, Government Debt
ZAMBIA	LuSE CSD (Lusaka Stock Exchange Central Shares Depository) BoZ (Bank of Zambia)	Equity, Corporate Debt, Treasury Bonds Government Debt
ZIMBABWE	CDC (Chengetedzai Depository Company Limited)	Equity
This document is for information only and its contents are subject to change.  This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with J.P. Morgan. Neither this document nor any of its contents may be disclosed to any third party or used for any other purpose without the proper written consent of J.P. Morgan.  J.P. Morgan has gathered the information from a source it considers reliable, however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby.

EXHIBIT 1—Amendment 2 

The following is an amendment, dated as of December 22, 2017 (“Amendment”), to the Amended and Restated Global Custody Agreement, dated August 14, 2017, as amended from time to time (the “Agreement”), by and between JPMorgan Chase Bank, N.A. (“Bank”) and each open-end management investment company listed on Exhibit 1 thereto (each, a “Trust”).  This Amendment serves to update the names of the Trusts and certain of their portfolios (each, a “Fund”) listed on Exhibit 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 following Trusts and Funds listed below.  Capitalized terms used but not defined in this Amendment have the meanings ascribed to them in the Agreement.  

Vanguard Admiral Funds 

Vanguard S&P 500 Growth Index Fund 

Vanguard S&P 500 Value Index Fund 

Vanguard S&P Mid-Cap 400 Growth Index Fund 

Vanguard S&P Mid-Cap 400 Index Fund 

Vanguard S&P Mid-Cap 400 Value Index Fund 

Vanguard S&P Small-Cap 600 Growth Index Fund 

Vanguard S&P Small-Cap 600 Index Fund 

Vanguard S&P Small-Cap 600 Value Index Fund 

Vanguard Bond Index Funds 

Vanguard Inflation-Protected Securities Fund 

Vanguard Intermediate-Term Bond Index Fund 

Vanguard Long-Term Bond Index Fund 

Vanguard Short-Term Bond Index Fund 

Vanguard Total Bond Market Index Fund 

Vanguard Total Bond Market II Index Fund 

Vanguard Chester Funds 

Vanguard Institutional Target Retirement 2015 Fund 

Vanguard Institutional Target Retirement 2020 Fund 

Vanguard Institutional Target Retirement 2025 Fund 

Vanguard Institutional Target Retirement 2030 Fund 

Vanguard Institutional Target Retirement 2035 Fund 

Vanguard Institutional Target Retirement 2040 Fund 

Vanguard Institutional Target Retirement 2045 Fund 

Vanguard Institutional Target Retirement 2050 Fund 

Vanguard Institutional Target Retirement 2055 Fund 

Vanguard Institutional Target Retirement 2060 Fund 

Vanguard Institutional Target Retirement 2065 Fund 

Vanguard Institutional Target Retirement Income Fund 

Vanguard Target Retirement 2015 Fund 

Vanguard Target Retirement 2020 Fund 

Vanguard Target Retirement 2025 Fund 

Vanguard Target Retirement 2030 Fund 

Vanguard Target Retirement 2035 Fund 

Vanguard Target Retirement 2040 Fund 

Vanguard Target Retirement 2045 Fund 

Vanguard Target Retirement 2050 Fund 

Vanguard Target Retirement 2055 Fund 

Vanguard Target Retirement 2060 Fund 

Vanguard Target Retirement 2065 Fund 

Vanguard Target Retirement Income Fund 

Vanguard Fixed Income Securities Funds 

Vanguard GNMA Fund 

Vanguard REIT II Index Fund 

Vanguard Index Funds 

Vanguard Extended Market Index Fund 

Vanguard Mid-Cap Growth Index Fund 

Vanguard Mid-Cap Index Fund 

Vanguard Mid-Cap Value Index Fund 

Vanguard Small-Cap Growth Index Fund 

Vanguard Small-Cap Index Fund 

Vanguard Small-Cap Value Index Fund 

Vanguard Total Stock Market Index Fund 

Vanguard International Equity Index Funds 

Vanguard Emerging Markets Stock Index Fund 

Vanguard Malvern Funds 

Vanguard Core Bond Fund 

Vanguard Institutional Intermediate-Term Bond Fund 

Vanguard Institutional Short-Term Bond Fund 

Vanguard Scottsdale Funds 

Vanguard Intermediate-Term Corporate Bond Index Fund 

Vanguard Intermediate-Term Treasury Index Fund 

Vanguard Long-Term Corporate Bond Index Fund 

Vanguard Long-Term Treasury Index Fund 

Vanguard Mortgage-Backed Securities Index Fund 

Vanguard Short-Term Corporate Bond Index Fund 

Vanguard Short-Term Treasury Index Fund 

Vanguard Total Corporate Bond ETF 

Vanguard Specialized Funds  

Vanguard Precious Metals and Mining Fund 

Vanguard REIT Index Fund 

Vanguard STAR Funds 

Vanguard LifeStrategy Conservative Growth Fund 

Vanguard LifeStrategy Growth Fund 

Vanguard LifeStrategy Income Fund 

Vanguard LifeStrategy Moderate Growth Fund 

Vanguard STAR Fund 

Vanguard Total International Stock Index Fund 

Vanguard Tax-Managed Funds 

Vanguard Tax-Managed Balanced Fund 

Vanguard Tax-Managed Capital Appreciation Fund 

Vanguard Tax-Managed Small-Cap Fund 

Vanguard Trustees’ Equity Fund 

Vanguard Diversified Equity Fund 

Vanguard International Value Fund 

Vanguard Valley Forge Funds 

Vanguard Balanced Index Fund 

Vanguard Managed Payout Fund 

Vanguard Variable Insurance Funds 

Conservative Allocation Portfolio 

Equity Index Portfolio 

Global Bond Index Portfolio 

Mid-Cap Index Portfolio 

Moderate Allocation Portfolio 

REIT Index Portfolio 

Total International Stock Market Index Portfolio 

Total Stock Market Index Portfolio 

Vanguard Wellington Fund 

Vanguard Wellington Fund 

Vanguard Whitehall Funds 

Vanguard High Dividend Yield Index Fund 

Vanguard International Explorer Fund 

Vanguard World Fund 

Vanguard Extended Duration Treasury Index Fund 

Vanguard Global Wellesley Income Fund 

Vanguard Global Wellington Fund 

(Rest of page left intentionally blank) 

Bank and each following Customer hereby agree that all of the terms and conditions as set forth in the Agreement except for Sections 2.1 and 2.2 are hereby incorporated by reference with respect to the Trusts and Funds listed below limited to their use of account number P 62749 in Vanguard Directly Managed Securities Lending transactions: 

Vanguard Chester Funds 

Vanguard PRIMECAP Fund 

Vanguard Explorer Fund 

Vanguard Explorer Fund 

Vanguard Fenway Funds 

Vanguard Equity Income Fund 

Vanguard PRIMECAP Core Fund 

Vanguard Horizon Funds 

Vanguard Capital Opportunity Fund 

Vanguard Global Equity Fund 

Vanguard Strategic Equity Fund 

Vanguard Strategic Small-Cap Equity Fund 

Vanguard Index Funds 

Vanguard Extended Market Index Fund 

Vanguard 500 Index Fund 

Vanguard Large-Cap Index Fund 

Vanguard Mid-Cap Index Fund 

Vanguard Small Cap Growth Index Fund 

Vanguard Small Cap Value Index Fund 

Vanguard Value Index Fund 

Vanguard Institutional Index Funds 

Vanguard Institutional Index Fund 

Vanguard Institutional Total Stock Market Index Fund 

Vanguard Malvern Funds 

Vanguard Capital Value Fund 

Vanguard U.S. Value Fund 

Vanguard Morgan Growth Fund 

Vanguard Morgan Growth Fund 

Vanguard Quantitative Funds 

Vanguard Growth and Income Fund 

Vanguard Structured Broad Market Fund 

Vanguard Structured Large-Cap Equity Fund 

Vanguard Scottsdale Funds 

Vanguard Explorer Value Fund 

Vanguard Russell 1000 Index Fund 

Vanguard Russell 1000 Value Index Fund 

Vanguard Russell 1000 Growth Index Fund 

Vanguard Russell 2000 Index Fund 

Vanguard Russell 2000 Value Index Fund 

Vanguard Russell 2000 Growth Index Fund 

Vanguard Russell 3000 Index Fund 

Vanguard Specialized Funds  

Vanguard Dividend Growth Fund 

Vanguard Energy Fund 

Vanguard REIT Index Fund 

Vanguard Trustees’ Equity Fund 

Vanguard Emerging Markets Select Stock Fund 

Vanguard International Value Fund 

Vanguard Variable Insurance Funds 

Vanguard Balanced Portfolio 

Vanguard Capital Growth Portfolio 

Vanguard Diversified Value Portfolio 

Vanguard Equity Income Portfolio 

Vanguard Equity Index Portfolio 

Vanguard Growth Portfolio 

Vanguard Mid-Cap Index Portfolio 

Vanguard REIT Index Portfolio 

Vanguard Small Company Growth Portfolio 

Vanguard International Portfolio 

Vanguard Whitehall Funds 

Vanguard Global Minimum Volatility Fund 

Vanguard High Dividend Yield Index Fund 

Vanguard Mid-Cap Growth Fund 

Vanguard Selected Value Fund 

Vanguard Windsor Funds 

Vanguard Windsor Fund 

Vanguard Windsor II Fund 

Vanguard World Fund 

Vanguard Consumer Discretionary Index Fund 

Vanguard Consumer Staples Index Fund 

Vanguard Energy Index Fund 

Vanguard FTSE Social Index Fund 

Vanguard Financials Index Fund 

Vanguard Health Care Index Fund 

Vanguard Industrials Index Fund 

Vanguard Information Technology Index Fund 

Vanguard Materials Index Fund 

Vanguard Mega Cap Index Fund 

Vanguard Mega Cap Growth Index Fund 

Vanguard Mega Cap Value Index Fund 

Vanguard Telecommunications Services Index Fund 

Vanguard U.S. Growth Fund 

Vanguard Utilities Index Fund 

(Rest of page left intentionally blank) 

IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute and deliver this Amendment as of the date set forth above.  

JPMORGAN CHASE BANK, N.A.	EACH OF THE OPEN-END MANAGEMENT INVESTMENT COMPANIES LISTED ON EXHIBIT 1 HERETO
		/s/ Thomas J. Higgins
By:	By:
Name:	Name:	Thomas J. Higgins
Title:	Title:	Chief Financial Officer

AMENDMENT TO AMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT 

The following is an amendment, dated July __, 2018, (the “Amendment”) to the Amended and Restated Global Custody Agreement, dated August 14, 2017, as amended from time to time (the “Agreement”), by and between JPMorgan Chase Bank, N.A. (the “Bank”) and each open-end management investment company listed on Exhibit 1 thereto (each, a “Trust”).  For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows: 

1. Information Concerning Deposits at Bank.  Section 10.5(c) of the Agreement is hereby deleted in its entirety and replaced with the following: 

(c) In the event that (i) Bank incurs a loss attributable to Country Risk with respect to any cash balance it maintains on deposit at a Subcustodian or other correspondent bank in regard to its global custody or trust businesses in the country where the Subcustodian or other correspondent bank is located or (ii) J.P. Morgan Bank International LLC incurs a loss attributable to Country Risk with respect to any cash balance it maintains on deposit at its correspondent bank in Russia in regard to its direct custody business, Bank may set such loss off against Customer’s Cash Account to the extent that such loss is directly attributable to Customer’s investments in that market. 

2. Exhibit 1.  Exhibit 1 to the Agreement is hereby deleted in its entirety and replaced with the following: 

Vanguard Admiral Funds 

Vanguard S&P 500 Growth Index Fund 

Vanguard S&P 500 Value Index Fund 

Vanguard S&P Mid-Cap 400 Growth Index Fund 

Vanguard S&P Mid-Cap 400 Index Fund 

Vanguard S&P Mid-Cap 400 Value Index Fund 

Vanguard S&P Small-Cap 600 Growth Index Fund 

Vanguard S&P Small-Cap 600 Index Fund 

Vanguard S&P Small-Cap 600 Value Index Fund 

Vanguard Bond Index Funds 

Vanguard Inflation-Protected Securities Fund  

Vanguard Intermediate-Term Bond Index Fund 

Vanguard Long-Term Bond Index Fund 

Vanguard Short-Term Bond Index Fund 

Vanguard Total Bond Market Index Fund 

Vanguard Total Bond Market II Index Fund 

Vanguard Chester Funds 

Vanguard Institutional Target Retirement 2015 Fund 

Vanguard Institutional Target Retirement 2020 Fund 

Vanguard Institutional Target Retirement 2025 Fund 

Vanguard Institutional Target Retirement 2030 Fund 

Vanguard Institutional Target Retirement 2035 Fund 

Vanguard Institutional Target Retirement 2040 Fund 

Vanguard Institutional Target Retirement 2045 Fund 

Vanguard Institutional Target Retirement 2050 Fund 

Vanguard Institutional Target Retirement 2055 Fund 

Vanguard Institutional Target Retirement 2060 Fund 

Vanguard Institutional Target Retirement 2065 Fund 

Vanguard Institutional Target Retirement Income Fund 

Vanguard Target Retirement 2015 Fund 

Vanguard Target Retirement 2020 Fund 

Vanguard Target Retirement 2025 Fund 

Vanguard Target Retirement 2030 Fund 

Vanguard Target Retirement 2035 Fund 

Vanguard Target Retirement 2040 Fund 

Vanguard Target Retirement 2045 Fund 

Vanguard Target Retirement 2050 Fund 

Vanguard Target Retirement 2055 Fund 

Vanguard Target Retirement 2060 Fund 

Vanguard Target Retirement 2065 Fund 

Vanguard Target Retirement Income Fund 

Vanguard Fixed Income Securities Funds 

Vanguard GNMA Fund 

Vanguard REIT II Index Fund 

Vanguard Index Funds 

Vanguard Extended Market Index Fund 

Vanguard Mid-Cap Growth Index Fund 

Vanguard Mid-Cap Index Fund 

Vanguard Mid-Cap Value Index Fund 

Vanguard Small-Cap Growth Index Fund 

Vanguard Small-Cap Index Fund 

Vanguard Small-Cap Value Index Fund 

Vanguard Total Stock Market Index Fund 

Vanguard International Equity Index Funds 

Vanguard Emerging Markets Stock Index Fund 

Vanguard Malvern Funds 

Vanguard Core Bond Fund 

Vanguard Institutional Intermediate-Term Bond Fund 

Vanguard Institutional Short-Term Bond Fund 

Vanguard Scottsdale Funds 

Vanguard Intermediate-Term Corporate Bond Index Fund 

Vanguard Intermediate-Term Treasury Index Fund 

Vanguard Long-Term Corporate Bond Index Fund 

Vanguard Long-Term Treasury Index Fund 

Vanguard Mortgage-Backed Securities Index Fund 

Vanguard Short-Term Corporate Bond Index Fund 

Vanguard Short-Term Treasury Index Fund 

Vanguard Total Corporate Bond ETF 

Vanguard Total World Bond ETF 

Vanguard Specialized Funds  

Vanguard Precious Metals and Mining Fund 

Vanguard REIT Index Fund 

Vanguard STAR Funds 

Vanguard LifeStrategy Conservative Growth Fund 

Vanguard LifeStrategy Growth Fund 

Vanguard LifeStrategy Income Fund 

Vanguard LifeStrategy Moderate Growth Fund 

Vanguard STAR Fund 

Vanguard Total International Stock Index Fund 

Vanguard Tax-Managed Funds 

Vanguard Tax-Managed Balanced Fund 

Vanguard Tax-Managed Capital Appreciation Fund 

Vanguard Tax-Managed Small-Cap Fund 

Vanguard Trustees’ Equity Fund 

Vanguard Diversified Equity Fund 

Vanguard International Value Fund 

Vanguard Valley Forge Funds 

Vanguard Balanced Index Fund 

Vanguard Managed Payout Fund 

Vanguard Variable Insurance Funds 

Conservative Allocation Portfolio 

Equity Index Portfolio 

Global Bond Index Portfolio 

Mid-Cap Index Portfolio 

Moderate Allocation Portfolio 

REIT Index Portfolio 

Total International Stock Market Index Portfolio 

Total Stock Market Index Portfolio 

Vanguard Wellington Fund 

Vanguard Wellington Fund 

Vanguard Whitehall Funds 

Vanguard High Dividend Yield Index Fund 

Vanguard International Explorer Fund 

Vanguard World Fund 

Vanguard Extended Duration Treasury Index Fund 

Vanguard Global Wellesley Income Fund 

Vanguard Global Wellington Fund 

Vanguard ESG Stock ETF 

Vanguard ESG International Stock ETF 

Bank and each following Customer hereby agree that all of the terms and conditions as set forth in the Agreement except for Sections 2.1 and 2.2 are hereby incorporated by reference with respect to the Trusts and Funds listed below limited to their use of account number P 62749 in Vanguard Directly Managed Securities Lending transactions: 

Vanguard Chester Funds 

Vanguard PRIMECAP Fund 

Vanguard Explorer Fund 

Vanguard Explorer Fund 

Vanguard Fenway Funds 

Vanguard Equity Income Fund 

Vanguard PRIMECAP Core Fund 

Vanguard Horizon Funds 

Vanguard Capital Opportunity Fund 

Vanguard Global Equity Fund 

Vanguard Strategic Equity Fund 

Vanguard Strategic Small-Cap Equity Fund 

Vanguard Index Funds 

Vanguard Extended Market Index Fund 

Vanguard 500 Index Fund 

Vanguard Large-Cap Index Fund 

Vanguard Mid-Cap Index Fund 

Vanguard Small Cap Growth Index Fund 

Vanguard Small Cap Value Index Fund 

Vanguard Value Index Fund 

Vanguard Institutional Index Funds 

Vanguard Institutional Index Fund 

Vanguard Institutional Total Stock Market Index Fund 

Vanguard Malvern Funds 

Vanguard Capital Value Fund 

Vanguard U.S. Value Fund 

Vanguard Morgan Growth Fund 

Vanguard Morgan Growth Fund 

Vanguard Quantitative Funds 

Vanguard Growth and Income Fund 

Vanguard Structured Broad Market Fund 

Vanguard Structured Large-Cap Equity Fund 

Vanguard Scottsdale Funds 

Vanguard Explorer Value Fund 

Vanguard Russell 1000 Index Fund 

Vanguard Russell 1000 Value Index Fund 

Vanguard Russell 1000 Growth Index Fund 

Vanguard Russell 2000 Index Fund 

Vanguard Russell 2000 Value Index Fund 

Vanguard Russell 2000 Growth Index Fund 

Vanguard Russell 3000 Index Fund 

Vanguard Specialized Funds  

Vanguard Dividend Growth Fund 

Vanguard Energy Fund 

Vanguard REIT Index Fund 

Vanguard Trustees’ Equity Fund 

Vanguard Emerging Markets Select Stock Fund 

Vanguard International Value Fund 

Vanguard Variable Insurance Funds 

Vanguard Balanced Portfolio 

Vanguard Capital Growth Portfolio 

Vanguard Diversified Value Portfolio 

Vanguard Equity Income Portfolio 

Vanguard Equity Index Portfolio 

Vanguard Growth Portfolio 

Vanguard Mid-Cap Index Portfolio 

Vanguard REIT Index Portfolio 

Vanguard Small Company Growth Portfolio 

Vanguard International Portfolio 

Vanguard Whitehall Funds 

Vanguard Global Minimum Volatility Fund 

Vanguard High Dividend Yield Index Fund 

Vanguard Mid-Cap Growth Fund 

Vanguard Selected Value Fund 

Vanguard Windsor Funds 

Vanguard Windsor Fund 

Vanguard Windsor II Fund 

Vanguard World Fund 

Vanguard Consumer Discretionary Index Fund 

Vanguard Consumer Staples Index Fund 

Vanguard Energy Index Fund 

Vanguard FTSE Social Index Fund 

Vanguard Financials Index Fund 

Vanguard Health Care Index Fund 

Vanguard Industrials Index Fund 

Vanguard Information Technology Index Fund 

Vanguard Materials Index Fund 

Vanguard Mega Cap Index Fund 

Vanguard Mega Cap Growth Index Fund 

Vanguard Mega Cap Value Index Fund 

Vanguard Telecommunications Services Index Fund 

Vanguard U.S. Growth Fund 

Vanguard Utilities Index Fund 

3. Miscellaneous.  Except as modified by this Amendment, the Agreement shall remain unmodified, in full force and effect and all terms and conditions of the Agreement are hereby incorporated into and made part of this Amendment as if fully set forth herein.   

(Rest of page left intentionally blank) 

IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute and deliver this Amendment as of the date set forth above.  

JPMORGAN CHASE BANK, N.A.		EACH OF THE OPEN-END MANAGEMENT INVESTMENT COMPANIES LISTED ON EXHIBIT 1 HERETO
	/s/ Brian Eckert		/s/ Thomas J. Higgins
By:		By:
Name:	Brian Eckert	Name:	Thomas J. Higgins
Title:	Executive Director	Title:	Chief Financial Officer

AMENDMENT TO AMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT 

The following is an amendment, dated October _2_, 2018, (the “Amendment”) to the Amended and Restated Global Custody Agreement, dated August 14, 2017, as amended from time to time (the “Agreement”), by and between JPMorgan Chase Bank, N.A. (the “Bank”) and each open-end management investment company listed on Exhibit 1 thereto (each, a “Trust”).  For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows: 

1. Exhibit 1.  Exhibit 1 to the Agreement is hereby deleted in its entirety and replaced with the following: 

Vanguard Admiral Funds 

Vanguard S&P 500 Growth Index Fund 

Vanguard S&P 500 Value Index Fund 

Vanguard S&P Mid-Cap 400 Growth Index Fund 

Vanguard S&P Mid-Cap 400 Index Fund 

Vanguard S&P Mid-Cap 400 Value Index Fund 

Vanguard S&P Small-Cap 600 Growth Index Fund 

Vanguard S&P Small-Cap 600 Index Fund 

Vanguard S&P Small-Cap 600 Value Index Fund 

Vanguard Bond Index Funds 

Vanguard Inflation-Protected Securities Fund  

Vanguard Intermediate-Term Bond Index Fund 

Vanguard Long-Term Bond Index Fund 

Vanguard Short-Term Bond Index Fund 

Vanguard Total Bond Market Index Fund 

Vanguard Total Bond Market II Index Fund 

Vanguard Charlotte Funds 

Vanguard Global Credit Bond Fund 

Vanguard Chester Funds 

Vanguard Institutional Target Retirement 2015 Fund 

Vanguard Institutional Target Retirement 2020 Fund 

Vanguard Institutional Target Retirement 2025 Fund 

Vanguard Institutional Target Retirement 2030 Fund 

Vanguard Institutional Target Retirement 2035 Fund 

Vanguard Institutional Target Retirement 2040 Fund 

Vanguard Institutional Target Retirement 2045 Fund 

Vanguard Institutional Target Retirement 2050 Fund 

Vanguard Institutional Target Retirement 2055 Fund 

Vanguard Institutional Target Retirement 2060 Fund 

Vanguard Institutional Target Retirement 2065 Fund 

Vanguard Institutional Target Retirement Income Fund 

Vanguard Target Retirement 2015 Fund 

Vanguard Target Retirement 2020 Fund 

Vanguard Target Retirement 2025 Fund 

Vanguard Target Retirement 2030 Fund 

Vanguard Target Retirement 2035 Fund 

Vanguard Target Retirement 2040 Fund 

Vanguard Target Retirement 2045 Fund 

Vanguard Target Retirement 2050 Fund 

Vanguard Target Retirement 2055 Fund 

Vanguard Target Retirement 2060 Fund 

Vanguard Target Retirement 2065 Fund 

Vanguard Target Retirement Income Fund 

Vanguard Fixed Income Securities Funds 

Vanguard GNMA Fund 

Vanguard Real Estate II Index Fund 

Vanguard Index Funds 

Vanguard Extended Market Index Fund 

Vanguard Mid-Cap Growth Index Fund 

Vanguard Mid-Cap Index Fund 

Vanguard Mid-Cap Value Index Fund 

Vanguard Small-Cap Growth Index Fund 

Vanguard Small-Cap Index Fund 

Vanguard Small-Cap Value Index Fund 

Vanguard Total Stock Market Index Fund 

Vanguard International Equity Index Funds 

Vanguard Emerging Markets Stock Index Fund 

Vanguard Malvern Funds 

Vanguard Core Bond Fund 

Vanguard Institutional Intermediate-Term Bond Fund 

Vanguard Institutional Short-Term Bond Fund 

Vanguard Scottsdale Funds 

Vanguard Intermediate-Term Corporate Bond Index Fund 

Vanguard Intermediate-Term Treasury Index Fund 

Vanguard Long-Term Corporate Bond Index Fund 

Vanguard Long-Term Treasury Index Fund 

Vanguard Mortgage-Backed Securities Index Fund 

Vanguard Short-Term Corporate Bond Index Fund 

Vanguard Short-Term Treasury Index Fund 

Vanguard Total Corporate Bond ETF 

Vanguard Total World Bond ETF 

Vanguard Specialized Funds  

Vanguard Global Capital Cycles Fund 

Vanguard Real Estate Index Fund 

Vanguard STAR Funds 

Vanguard LifeStrategy Conservative Growth Fund 

Vanguard LifeStrategy Growth Fund 

Vanguard LifeStrategy Income Fund 

Vanguard LifeStrategy Moderate Growth Fund 

Vanguard STAR Fund 

Vanguard Total International Stock Index Fund 

Vanguard Tax-Managed Funds 

Vanguard Tax-Managed Balanced Fund 

Vanguard Tax-Managed Capital Appreciation Fund 

Vanguard Tax-Managed Small-Cap Fund 

Vanguard Trustees’ Equity Fund 

Vanguard Diversified Equity Fund 

Vanguard International Value Fund 

Vanguard Valley Forge Funds 

Vanguard Balanced Index Fund 

Vanguard Managed Payout Fund 

Vanguard Variable Insurance Funds 

Conservative Allocation Portfolio 

Equity Index Portfolio 

Global Bond Index Portfolio 

Mid-Cap Index Portfolio 

Moderate Allocation Portfolio 

REIT Index Portfolio 

Total International Stock Market Index Portfolio 

Total Stock Market Index Portfolio 

Vanguard Wellington Fund 

Vanguard Wellington Fund 

Vanguard Whitehall Funds 

Vanguard High Dividend Yield Index Fund 

Vanguard International Explorer Fund 

Vanguard World Fund 

Vanguard Extended Duration Treasury Index Fund 

Vanguard Global Wellesley Income Fund 

Vanguard Global Wellington Fund 

Vanguard ESG US Stock ETF 

Vanguard ESG International Stock ETF 

Bank and each following Customer hereby agree that all of the terms and conditions as set forth in the Agreement except for Sections 2.1 and 2.2 are hereby incorporated by reference with respect to the Trusts and Funds listed below limited to their use of account number P 62749 in Vanguard Directly Managed Securities Lending transactions: 

Vanguard Chester Funds 

Vanguard PRIMECAP Fund 

Vanguard Explorer Fund 

Vanguard Explorer Fund 

Vanguard Fenway Funds 

Vanguard Equity Income Fund 

Vanguard PRIMECAP Core Fund 

Vanguard Horizon Funds 

Vanguard Capital Opportunity Fund 

Vanguard Global Equity Fund 

Vanguard Strategic Equity Fund 

Vanguard Strategic Small-Cap Equity Fund 

Vanguard Index Funds 

Vanguard Extended Market Index Fund 

Vanguard 500 Index Fund 

Vanguard Large-Cap Index Fund 

Vanguard Mid-Cap Index Fund 

Vanguard Small Cap Growth Index Fund 

Vanguard Small Cap Value Index Fund 

Vanguard Value Index Fund 

Vanguard Institutional Index Funds 

Vanguard Institutional Index Fund 

Vanguard Institutional Total Stock Market Index Fund 

Vanguard Malvern Funds 

Vanguard Capital Value Fund 

Vanguard U.S. Value Fund 

Vanguard Morgan Growth Fund 

Vanguard Morgan Growth Fund 

Vanguard Quantitative Funds 

Vanguard Growth and Income Fund 

Vanguard Structured Broad Market Fund 

Vanguard Structured Large-Cap Equity Fund 

Vanguard Scottsdale Funds 

Vanguard Explorer Value Fund 

Vanguard Russell 1000 Index Fund 

Vanguard Russell 1000 Value Index Fund 

Vanguard Russell 1000 Growth Index Fund 

Vanguard Russell 2000 Index Fund 

Vanguard Russell 2000 Value Index Fund 

Vanguard Russell 2000 Growth Index Fund 

Vanguard Russell 3000 Index Fund 

Vanguard Specialized Funds  

Vanguard Dividend Growth Fund 

Vanguard Energy Fund 

Vanguard Real Estate Index Fund 

Vanguard Trustees’ Equity Fund 

Vanguard Emerging Markets Select Stock Fund 

Vanguard International Value Fund 

Vanguard Variable Insurance Funds 

Vanguard Balanced Portfolio 

Vanguard Capital Growth Portfolio 

Vanguard Diversified Value Portfolio 

Vanguard Equity Income Portfolio 

Vanguard Equity Index Portfolio 

Vanguard Growth Portfolio 

Vanguard Mid-Cap Index Portfolio 

Vanguard REIT Index Portfolio 

Vanguard Small Company Growth Portfolio 

Vanguard International Portfolio 

Vanguard Whitehall Funds 

Vanguard Global Minimum Volatility Fund 

Vanguard High Dividend Yield Index Fund 

Vanguard Mid-Cap Growth Fund 

Vanguard Selected Value Fund 

Vanguard Windsor Funds 

Vanguard Windsor Fund 

Vanguard Windsor II Fund 

Vanguard World Fund 

Vanguard Consumer Discretionary Index Fund 

Vanguard Consumer Staples Index Fund 

Vanguard Energy Index Fund 

Vanguard FTSE Social Index Fund 

Vanguard Financials Index Fund 

Vanguard Health Care Index Fund 

Vanguard Industrials Index Fund 

Vanguard Information Technology Index Fund 

Vanguard Materials Index Fund 

Vanguard Mega Cap Index Fund 

Vanguard Mega Cap Growth Index Fund 

Vanguard Mega Cap Value Index Fund 

Vanguard Communication Services Index Fund 

Vanguard U.S. Growth Fund 

Vanguard Utilities Index Fund 

2. Miscellaneous.  Except as modified by this Amendment, the Agreement shall remain unmodified, in full force and effect and all terms and conditions of the Agreement are hereby incorporated into and made part of this Amendment as if fully set forth herein.   

IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute and deliver this Amendment as of the date set forth above.  

JPMORGAN CHASE BANK, N.A.		EACH OF THE OPEN-END MANAGEMENT INVESTMENT COMPANIES LISTED ON EXHIBIT 1 HERETO
	/s/ Alan Liang		/s/ John Bendl
By:		By:
Name:	Alan Liang	Name:	John Bendl
Title:	Vice President	Title:	Chief Accounting Officer  Controller

AMENDMENT TO AMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT 

The following is an amendment, dated April _9_, 2019, (the “Amendment”) to the Amended and Restated Global Custody Agreement, dated August 14, 2017, as amended from time to time (the “Agreement”), by and between JPMorgan Chase Bank, N.A. (the “Bank”) and each open-end management investment company listed on Exhibit 1 thereto (each, a “Trust”).  For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows: 

3. Exhibit 1.  Exhibit 1 to the Agreement is hereby deleted in its entirety and replaced with the following: 

Vanguard Admiral Funds 

Vanguard S&P 500 Growth Index Fund 

Vanguard S&P 500 Value Index Fund 

Vanguard S&P Mid-Cap 400 Growth Index Fund 

Vanguard S&P Mid-Cap 400 Index Fund 

Vanguard S&P Mid-Cap 400 Value Index Fund 

Vanguard S&P Small-Cap 600 Growth Index Fund 

Vanguard S&P Small-Cap 600 Index Fund 

Vanguard S&P Small-Cap 600 Value Index Fund 

Vanguard Bond Index Funds 

Vanguard Inflation-Protected Securities Fund  

Vanguard Intermediate-Term Bond Index Fund 

Vanguard Long-Term Bond Index Fund 

Vanguard Short-Term Bond Index Fund 

Vanguard Total Bond Market Index Fund 

Vanguard Total Bond Market II Index Fund 

Vanguard Charlotte Funds 

Vanguard Global Credit Bond Fund 

Vanguard Chester Funds 

Vanguard Institutional Target Retirement 2015 Fund 

Vanguard Institutional Target Retirement 2020 Fund 

Vanguard Institutional Target Retirement 2025 Fund 

Vanguard Institutional Target Retirement 2030 Fund 

Vanguard Institutional Target Retirement 2035 Fund 

Vanguard Institutional Target Retirement 2040 Fund 

Vanguard Institutional Target Retirement 2045 Fund 

Vanguard Institutional Target Retirement 2050 Fund 

Vanguard Institutional Target Retirement 2055 Fund 

Vanguard Institutional Target Retirement 2060 Fund 

Vanguard Institutional Target Retirement 2065 Fund 

Vanguard Institutional Target Retirement Income Fund 

Vanguard Target Retirement 2015 Fund 

Vanguard Target Retirement 2020 Fund 

Vanguard Target Retirement 2025 Fund 

Vanguard Target Retirement 2030 Fund 

Vanguard Target Retirement 2035 Fund 

Vanguard Target Retirement 2040 Fund 

Vanguard Target Retirement 2045 Fund 

Vanguard Target Retirement 2050 Fund 

Vanguard Target Retirement 2055 Fund 

Vanguard Target Retirement 2060 Fund 

Vanguard Target Retirement 2065 Fund 

Vanguard Target Retirement Income Fund 

Vanguard Fixed Income Securities Funds 

Vanguard GNMA Fund 

Vanguard Real Estate II Index Fund 

Vanguard Index Funds 

Vanguard Extended Market Index Fund 

Vanguard Mid-Cap Growth Index Fund 

Vanguard Mid-Cap Index Fund 

Vanguard Mid-Cap Value Index Fund 

Vanguard Small-Cap Growth Index Fund 

Vanguard Small-Cap Index Fund 

Vanguard Small-Cap Value Index Fund 

Vanguard Total Stock Market Index Fund 

Vanguard International Equity Index Funds 

Vanguard Emerging Markets Stock Index Fund 

Vanguard Malvern Funds 

Vanguard Core Bond Fund 

Vanguard Institutional Intermediate-Term Bond Fund 

Vanguard Institutional Short-Term Bond Fund 

Vanguard Scottsdale Funds 

Vanguard Intermediate-Term Corporate Bond Index Fund 

Vanguard Intermediate-Term Treasury Index Fund 

Vanguard Long-Term Corporate Bond Index Fund 

Vanguard Long-Term Treasury Index Fund 

Vanguard Mortgage-Backed Securities Index Fund 

Vanguard Short-Term Corporate Bond Index Fund 

Vanguard Short-Term Treasury Index Fund 

Vanguard Total Corporate Bond ETF 

Vanguard Total World Bond ETF 

Vanguard Specialized Funds  

Vanguard Global Capital Cycles Fund 

Vanguard Real Estate Index Fund 

Vanguard Global ESG Select Stock Fund  

Vanguard STAR Funds 

Vanguard LifeStrategy Conservative Growth Fund 

Vanguard LifeStrategy Growth Fund 

Vanguard LifeStrategy Income Fund 

Vanguard LifeStrategy Moderate Growth Fund 

Vanguard STAR Fund 

Vanguard Total International Stock Index Fund 

Vanguard Tax-Managed Funds 

Vanguard Tax-Managed Balanced Fund 

Vanguard Tax-Managed Capital Appreciation Fund 

Vanguard Tax-Managed Small-Cap Fund 

Vanguard Trustees’ Equity Fund 

Vanguard Diversified Equity Fund 

Vanguard International Value Fund 

Vanguard Valley Forge Funds 

Vanguard Balanced Index Fund 

Vanguard Managed Payout Fund 

Vanguard Variable Insurance Funds 

Conservative Allocation Portfolio 

Equity Index Portfolio 

Global Bond Index Portfolio 

Mid-Cap Index Portfolio 

Moderate Allocation Portfolio 

REIT Index Portfolio 

Total International Stock Market Index Portfolio 

Total Stock Market Index Portfolio 

Vanguard Wellington Fund 

Vanguard Wellington Fund 

Vanguard Whitehall Funds 

Vanguard High Dividend Yield Index Fund 

Vanguard International Explorer Fund 

Vanguard World Fund 

Vanguard Extended Duration Treasury Index Fund 

Vanguard Global Wellesley Income Fund 

Vanguard Global Wellington Fund 

Vanguard ESG US Stock ETF 

Vanguard ESG International Stock ETF 

Bank and each following Customer hereby agree that all of the terms and conditions as set forth in the Agreement except for Sections 2.1 and 2.2 are hereby incorporated by reference with respect to the Trusts and Funds listed below limited to their use of account number P 62749 in Vanguard Directly Managed Securities Lending transactions: 

Vanguard Chester Funds 

Vanguard PRIMECAP Fund 

Vanguard Explorer Fund 

Vanguard Explorer Fund 

Vanguard Fenway Funds 

Vanguard Equity Income Fund 

Vanguard PRIMECAP Core Fund 

Vanguard Horizon Funds 

Vanguard Capital Opportunity Fund 

Vanguard Global Equity Fund 

Vanguard Strategic Equity Fund 

Vanguard Strategic Small-Cap Equity Fund 

Vanguard Index Funds 

Vanguard Extended Market Index Fund 

Vanguard 500 Index Fund 

Vanguard Large-Cap Index Fund 

Vanguard Mid-Cap Index Fund 

Vanguard Small Cap Growth Index Fund 

Vanguard Small Cap Value Index Fund 

Vanguard Value Index Fund 

Vanguard Institutional Index Funds 

Vanguard Institutional Index Fund 

Vanguard Institutional Total Stock Market Index Fund 

Vanguard Malvern Funds 

Vanguard Capital Value Fund 

Vanguard U.S. Value Fund 

Vanguard Morgan Growth Fund 

Vanguard Morgan Growth Fund 

Vanguard Quantitative Funds 

Vanguard Growth and Income Fund 

Vanguard Structured Broad Market Fund 

Vanguard Structured Large-Cap Equity Fund 

Vanguard Scottsdale Funds 

Vanguard Explorer Value Fund 

Vanguard Russell 1000 Index Fund 

Vanguard Russell 1000 Value Index Fund 

Vanguard Russell 1000 Growth Index Fund 

Vanguard Russell 2000 Index Fund 

Vanguard Russell 2000 Value Index Fund 

Vanguard Russell 2000 Growth Index Fund 

Vanguard Russell 3000 Index Fund 

Vanguard Specialized Funds  

Vanguard Dividend Growth Fund 

Vanguard Energy Fund 

Vanguard Real Estate Index Fund 

Vanguard Trustees’ Equity Fund 

Vanguard Emerging Markets Select Stock Fund 

Vanguard International Value Fund 

Vanguard Variable Insurance Funds 

Vanguard Balanced Portfolio 

Vanguard Capital Growth Portfolio 

Vanguard Diversified Value Portfolio 

Vanguard Equity Income Portfolio 

Vanguard Equity Index Portfolio 

Vanguard Growth Portfolio 

Vanguard Mid-Cap Index Portfolio 

Vanguard REIT Index Portfolio 

Vanguard Small Company Growth Portfolio 

Vanguard International Portfolio 

Vanguard Whitehall Funds 

Vanguard Global Minimum Volatility Fund 

Vanguard High Dividend Yield Index Fund 

Vanguard Mid-Cap Growth Fund 

Vanguard Selected Value Fund 

Vanguard Windsor Funds 

Vanguard Windsor Fund 

Vanguard Windsor II Fund 

Vanguard World Fund 

Vanguard Consumer Discretionary Index Fund 

Vanguard Consumer Staples Index Fund 

Vanguard Energy Index Fund 

Vanguard FTSE Social Index Fund 

Vanguard Financials Index Fund 

Vanguard Health Care Index Fund 

Vanguard Industrials Index Fund 

Vanguard Information Technology Index Fund 

Vanguard Materials Index Fund 

Vanguard Mega Cap Index Fund 

Vanguard Mega Cap Growth Index Fund 

Vanguard Mega Cap Value Index Fund 

Vanguard Communication Services Index Fund 

Vanguard U.S. Growth Fund 

Vanguard Utilities Index Fund 

4. Miscellaneous.  Except as modified by this Amendment, the Agreement shall remain unmodified, in full force and effect and all terms and conditions of the Agreement are hereby incorporated into and made part of this Amendment as if fully set forth herein.   

IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute and deliver this Amendment as of the date set forth above.  

JPMORGAN CHASE BANK, N.A.		EACH OF THE OPEN-END MANAGEMENT INVESTMENT COMPANIES LISTED ON EXHIBIT 1 HERETO
	/s/ Carl Mehldau		/s/ Thomas J. Higgins
By:		By:
Name:	Carl Mehldau	Name:	Thomas J. Higgins
Title:	Vice President	Title:	Chief Financial Officer

AMENDMENT TO AMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT 

The following is an amendment, dated August _12_, 2019, (the “Amendment”) to the Amended and Restated Global Custody Agreement, dated August 14, 2017, as amended from time to time (the “Agreement”), by and between JPMorgan Chase Bank, N.A. (the “Bank”) and each open-end management investment company listed on Exhibit 1 thereto (each, a “Trust”).  For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows: 

5. Exhibit 1.  Exhibit 1 to the Agreement is hereby deleted in its entirety and replaced with the following: 

Vanguard Admiral Funds 

Vanguard S&P 500 Growth Index Fund 

Vanguard S&P 500 Value Index Fund 

Vanguard S&P Mid-Cap 400 Growth Index Fund 

Vanguard S&P Mid-Cap 400 Index Fund 

Vanguard S&P Mid-Cap 400 Value Index Fund 

Vanguard S&P Small-Cap 600 Growth Index Fund 

Vanguard S&P Small-Cap 600 Index Fund 

Vanguard S&P Small-Cap 600 Value Index Fund 

Vanguard Bond Index Funds 

Vanguard Inflation-Protected Securities Fund  

Vanguard Intermediate-Term Bond Index Fund 

Vanguard Long-Term Bond Index Fund 

Vanguard Short-Term Bond Index Fund 

Vanguard Total Bond Market Index Fund 

Vanguard Total Bond Market II Index Fund 

Vanguard Charlotte Funds 

Vanguard Global Credit Bond Fund 

Vanguard Chester Funds 

Vanguard Institutional Target Retirement 2015 Fund 

Vanguard Institutional Target Retirement 2020 Fund 

Vanguard Institutional Target Retirement 2025 Fund 

Vanguard Institutional Target Retirement 2030 Fund 

Vanguard Institutional Target Retirement 2035 Fund 

Vanguard Institutional Target Retirement 2040 Fund 

Vanguard Institutional Target Retirement 2045 Fund 

Vanguard Institutional Target Retirement 2050 Fund 

Vanguard Institutional Target Retirement 2055 Fund 

Vanguard Institutional Target Retirement 2060 Fund 

Vanguard Institutional Target Retirement 2065 Fund 

Vanguard Institutional Target Retirement Income Fund 

Vanguard Target Retirement 2015 Fund 

Vanguard Target Retirement 2020 Fund 

Vanguard Target Retirement 2025 Fund 

Vanguard Target Retirement 2030 Fund 

Vanguard Target Retirement 2035 Fund 

Vanguard Target Retirement 2040 Fund 

Vanguard Target Retirement 2045 Fund 

Vanguard Target Retirement 2050 Fund 

Vanguard Target Retirement 2055 Fund 

Vanguard Target Retirement 2060 Fund 

Vanguard Target Retirement 2065 Fund 

Vanguard Target Retirement Income Fund 

Vanguard Fixed Income Securities Funds 

Vanguard GNMA Fund 

Vanguard Real Estate II Index Fund 

Vanguard Horizon Funds 

Vanguard International Core Stock Fund 

Vanguard Index Funds 

Vanguard Extended Market Index Fund 

Vanguard Mid-Cap Growth Index Fund 

Vanguard Mid-Cap Index Fund 

Vanguard Mid-Cap Value Index Fund 

Vanguard Small-Cap Growth Index Fund 

Vanguard Small-Cap Index Fund 

Vanguard Small-Cap Value Index Fund 

Vanguard Total Stock Market Index Fund 

Vanguard International Equity Index Funds 

Vanguard Emerging Markets Stock Index Fund 

Vanguard Malvern Funds 

Vanguard Core Bond Fund 

Vanguard Institutional Intermediate-Term Bond Fund 

Vanguard Institutional Short-Term Bond Fund 

Vanguard Scottsdale Funds 

Vanguard Intermediate-Term Corporate Bond Index Fund 

Vanguard Intermediate-Term Treasury Index Fund 

Vanguard Long-Term Corporate Bond Index Fund 

Vanguard Long-Term Treasury Index Fund 

Vanguard Mortgage-Backed Securities Index Fund 

Vanguard Short-Term Corporate Bond Index Fund 

Vanguard Short-Term Treasury Index Fund 

Vanguard Total Corporate Bond ETF 

Vanguard Total World Bond ETF 

Vanguard Specialized Funds  

Vanguard Global Capital Cycles Fund 

Vanguard Real Estate Index Fund 

Vanguard Global ESG Select Stock Fund  

Vanguard STAR Funds 

Vanguard LifeStrategy Conservative Growth Fund 

Vanguard LifeStrategy Growth Fund 

Vanguard LifeStrategy Income Fund 

Vanguard LifeStrategy Moderate Growth Fund 

Vanguard STAR Fund 

Vanguard Total International Stock Index Fund 

Vanguard Tax-Managed Funds 

Vanguard Tax-Managed Balanced Fund 

Vanguard Tax-Managed Capital Appreciation Fund 

Vanguard Tax-Managed Small-Cap Fund 

Vanguard Trustees’ Equity Fund 

Vanguard Diversified Equity Fund 

Vanguard International Value Fund 

Vanguard Valley Forge Funds 

Vanguard Balanced Index Fund 

Vanguard Managed Payout Fund 

Vanguard Variable Insurance Funds 

Conservative Allocation Portfolio 

Equity Index Portfolio 

Global Bond Index Portfolio 

Mid-Cap Index Portfolio 

Moderate Allocation Portfolio 

REIT Index Portfolio 

Total International Stock Market Index Portfolio 

Total Stock Market Index Portfolio 

Vanguard Wellington Fund 

Vanguard Wellington Fund 

Vanguard Whitehall Funds 

Vanguard High Dividend Yield Index Fund 

Vanguard International Explorer Fund 

Vanguard World Fund 

Vanguard Extended Duration Treasury Index Fund 

Vanguard Global Wellesley Income Fund 

Vanguard Global Wellington Fund 

Vanguard ESG US Stock ETF 

Vanguard ESG International Stock ETF 

Bank and each following Customer hereby agree that all of the terms and conditions as set forth in the Agreement except for Sections 2.1 and 2.2 are hereby incorporated by reference with respect to the Trusts and Funds listed below limited to their use of account number P 62749 in Vanguard Directly Managed Securities Lending transactions: 

Vanguard Chester Funds 

Vanguard PRIMECAP Fund 

Vanguard Explorer Fund 

Vanguard Explorer Fund 

Vanguard Fenway Funds 

Vanguard Equity Income Fund 

Vanguard PRIMECAP Core Fund 

Vanguard Horizon Funds 

Vanguard Capital Opportunity Fund 

Vanguard Global Equity Fund 

Vanguard Strategic Equity Fund 

Vanguard Strategic Small-Cap Equity Fund 

Vanguard Index Funds 

Vanguard Extended Market Index Fund 

Vanguard 500 Index Fund 

Vanguard Large-Cap Index Fund 

Vanguard Mid-Cap Index Fund 

Vanguard Small Cap Growth Index Fund 

Vanguard Small Cap Value Index Fund 

Vanguard Value Index Fund 

Vanguard Institutional Index Funds 

Vanguard Institutional Index Fund 

Vanguard Institutional Total Stock Market Index Fund 

Vanguard Malvern Funds 

Vanguard Capital Value Fund 

Vanguard U.S. Value Fund 

Vanguard Morgan Growth Fund 

Vanguard Morgan Growth Fund 

Vanguard Quantitative Funds 

Vanguard Growth and Income Fund 

Vanguard Structured Broad Market Fund 

Vanguard Structured Large-Cap Equity Fund 

Vanguard Scottsdale Funds 

Vanguard Explorer Value Fund 

Vanguard Russell 1000 Index Fund 

Vanguard Russell 1000 Value Index Fund 

Vanguard Russell 1000 Growth Index Fund 

Vanguard Russell 2000 Index Fund 

Vanguard Russell 2000 Value Index Fund 

Vanguard Russell 2000 Growth Index Fund 

Vanguard Russell 3000 Index Fund 

Vanguard Specialized Funds  

Vanguard Dividend Growth Fund 

Vanguard Energy Fund 

Vanguard Real Estate Index Fund 

Vanguard Trustees’ Equity Fund 

Vanguard Emerging Markets Select Stock Fund 

Vanguard International Value Fund 

Vanguard Variable Insurance Funds 

Vanguard Balanced Portfolio 

Vanguard Capital Growth Portfolio 

Vanguard Diversified Value Portfolio 

Vanguard Equity Income Portfolio 

Vanguard Equity Index Portfolio 

Vanguard Growth Portfolio 

Vanguard Mid-Cap Index Portfolio 

Vanguard REIT Index Portfolio 

Vanguard Small Company Growth Portfolio 

Vanguard International Portfolio 

Vanguard Whitehall Funds 

Vanguard Global Minimum Volatility Fund 

Vanguard High Dividend Yield Index Fund 

Vanguard Mid-Cap Growth Fund 

Vanguard Selected Value Fund 

Vanguard Windsor Funds 

Vanguard Windsor Fund 

Vanguard Windsor II Fund 

Vanguard World Fund 

Vanguard Consumer Discretionary Index Fund 

Vanguard Consumer Staples Index Fund 

Vanguard Energy Index Fund 

Vanguard FTSE Social Index Fund 

Vanguard Financials Index Fund 

Vanguard Health Care Index Fund 

Vanguard Industrials Index Fund 

Vanguard Information Technology Index Fund 

Vanguard Materials Index Fund 

Vanguard Mega Cap Index Fund 

Vanguard Mega Cap Growth Index Fund 

Vanguard Mega Cap Value Index Fund 

Vanguard Communication Services Index Fund 

Vanguard U.S. Growth Fund 

Vanguard Utilities Index Fund 

6. Miscellaneous.  Except as modified by this Amendment, the Agreement shall remain unmodified, in full force and effect and all terms and conditions of the Agreement are hereby incorporated into and made part of this Amendment as if fully set forth herein.   

IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute and deliver this Amendment as of the date set forth above.  

JPMORGAN CHASE BANK, N.A.		EACH OF THE OPEN-END MANAGEMENT INVESTMENT COMPANIES LISTED ON EXHIBIT 1 HERETO
	/s/ Carl Mehldau		/s/ Peter C. Mahoney
By:		By:
Name:	Carl Mehldau	Name:	Peter C. Mahoney
Title:	Vice President	Title:	Controller

AMENDMENT TO AMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT 

The following is an amendment, dated August 6, 2020, (the “Amendment”) to the Amended and Restated Global Custody Agreement, dated August 14, 2017, as amended from time to time (the “Agreement”), by and between JPMorgan Chase Bank, N.A. (the “Bank”) and each open-end management investment company listed on Exhibit 1 thereto (each, a “Trust”). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows: 

7. Exhibit 1.  Exhibit 1 to the Agreement is hereby deleted in its entirety and replaced with the following: 

Vanguard Admiral Funds 

Vanguard S&P 500 Growth Index Fund 

Vanguard S&P 500 Value Index Fund 

Vanguard S&P Mid-Cap 400 Growth Index Fund 

Vanguard S&P Mid-Cap 400 Index Fund 

Vanguard S&P Mid-Cap 400 Value Index Fund 

Vanguard S&P Small-Cap 600 Growth Index Fund 

Vanguard S&P Small-Cap 600 Index Fund 

Vanguard S&P Small-Cap 600 Value Index Fund 

Vanguard Bond Index Funds 

Vanguard Inflation-Protected Securities Fund  

Vanguard Intermediate-Term Bond Index Fund 

Vanguard Long-Term Bond Index Fund 

Vanguard Short-Term Bond Index Fund 

Vanguard Total Bond Market Index Fund 

Vanguard Total Bond Market II Index Fund 

Vanguard Charlotte Funds 

Vanguard Global Credit Bond Fund 

Vanguard Chester Funds 

Vanguard Institutional Target Retirement 2015 Fund 

Vanguard Institutional Target Retirement 2020 Fund 

Vanguard Institutional Target Retirement 2025 Fund 

Vanguard Institutional Target Retirement 2030 Fund 

Vanguard Institutional Target Retirement 2035 Fund 

Vanguard Institutional Target Retirement 2040 Fund 

Vanguard Institutional Target Retirement 2045 Fund 

Vanguard Institutional Target Retirement 2050 Fund 

Vanguard Institutional Target Retirement 2055 Fund 

Vanguard Institutional Target Retirement 2060 Fund 

Vanguard Institutional Target Retirement 2065 Fund 

Vanguard Institutional Target Retirement Income Fund 

Vanguard Target Retirement 2015 Fund 

Vanguard Target Retirement 2020 Fund 

Vanguard Target Retirement 2025 Fund 

Vanguard Target Retirement 2030 Fund 

Vanguard Target Retirement 2035 Fund 

Vanguard Target Retirement 2040 Fund 

Vanguard Target Retirement 2045 Fund 

Vanguard Target Retirement 2050 Fund 

Vanguard Target Retirement 2055 Fund 

Vanguard Target Retirement 2060 Fund 

Vanguard Target Retirement 2065 Fund 

Vanguard Target Retirement Income Fund 

Vanguard Fixed Income Securities Funds 

Vanguard GNMA Fund 

Vanguard Real Estate II Index Fund 

Vanguard Horizon Funds 

Vanguard International Core Stock Fund 

Vanguard Index Funds 

Vanguard Extended Market Index Fund 

Vanguard Mid-Cap Growth Index Fund 

Vanguard Mid-Cap Index Fund 

Vanguard Mid-Cap Value Index Fund 

Vanguard Small-Cap Growth Index Fund 

Vanguard Small-Cap Index Fund 

Vanguard Small-Cap Value Index Fund 

Vanguard Total Stock Market Index Fund 

Vanguard International Equity Index Funds 

Vanguard Emerging Markets Stock Index Fund 

Vanguard Malvern Funds 

Vanguard Core Bond Fund 

Vanguard Institutional Intermediate-Term Bond Fund 

Vanguard Institutional Short-Term Bond Fund 

Vanguard Scottsdale Funds 

Vanguard Intermediate-Term Corporate Bond Index Fund 

Vanguard Intermediate-Term Treasury Index Fund 

Vanguard Long-Term Corporate Bond Index Fund 

Vanguard Long-Term Treasury Index Fund 

Vanguard Mortgage-Backed Securities Index Fund 

Vanguard Short-Term Corporate Bond Index Fund 

Vanguard Short-Term Treasury Index Fund 

Vanguard Total Corporate Bond ETF 

Vanguard Total World Bond ETF 

Vanguard Specialized Funds  

Vanguard Global Capital Cycles Fund 

Vanguard Real Estate Index Fund 

Vanguard Global ESG Select Stock Fund  

Vanguard STAR Funds 

Vanguard LifeStrategy Conservative Growth Fund 

Vanguard LifeStrategy Growth Fund 

Vanguard LifeStrategy Income Fund 

Vanguard LifeStrategy Moderate Growth Fund 

Vanguard STAR Fund 

Vanguard Total International Stock Index Fund 

Vanguard Tax-Managed Funds 

Vanguard Tax-Managed Balanced Fund 

Vanguard Tax-Managed Capital Appreciation Fund 

Vanguard Tax-Managed Small-Cap Fund 

Vanguard Trustees’ Equity Fund 

Vanguard Diversified Equity Fund 

Vanguard International Value Fund 

Vanguard Valley Forge Funds 

Vanguard Balanced Index Fund 

Vanguard Managed Allocation Fund 

Vanguard Variable Insurance Funds 

Conservative Allocation Portfolio 

Equity Index Portfolio 

Global Bond Index Portfolio 

Mid-Cap Index Portfolio 

Moderate Allocation Portfolio 

Real Estate Index Portfolio 

Total International Stock Market Index Portfolio 

Total Stock Market Index Portfolio 

Vanguard Wellington Fund 

Vanguard Wellington Fund 

Vanguard Whitehall Funds 

Vanguard High Dividend Yield Index Fund 

Vanguard International Explorer Fund 

Vanguard World Fund 

Vanguard Extended Duration Treasury Index Fund 

Vanguard Global Wellesley Income Fund 

Vanguard Global Wellington Fund 

Vanguard ESG U.S. Corporate Bond ETF 

Vanguard ESG U.S. Stock ETF 

Vanguard ESG International Stock ETF 

Bank and each following Customer hereby agree that all of the terms and conditions as set forth in the Agreement except for Sections 2.1 and 2.2 are hereby incorporated by reference with respect to the Trusts and Funds listed below limited to their use of account number P 62749 in Vanguard Directly Managed Securities Lending transactions: 

Vanguard Chester Funds 

Vanguard PRIMECAP Fund 

Vanguard Explorer Fund 

Vanguard Explorer Fund 

Vanguard Fenway Funds 

Vanguard Equity Income Fund 

Vanguard PRIMECAP Core Fund 

Vanguard Horizon Funds 

Vanguard Capital Opportunity Fund 

Vanguard Global Equity Fund 

Vanguard Strategic Equity Fund 

Vanguard Strategic Small-Cap Equity Fund 

Vanguard Index Funds 

Vanguard Extended Market Index Fund 

Vanguard 500 Index Fund 

Vanguard Large-Cap Index Fund 

Vanguard Mid-Cap Index Fund 

Vanguard Small Cap Growth Index Fund 

Vanguard Small Cap Value Index Fund 

Vanguard Value Index Fund 

Vanguard Institutional Index Funds 

Vanguard Institutional Index Fund 

Vanguard Institutional Total Stock Market Index Fund 

Vanguard Malvern Funds 

Vanguard U.S. Value Fund 

Vanguard Quantitative Funds 

Vanguard Growth and Income Fund 

Vanguard Scottsdale Funds 

Vanguard Explorer Value Fund 

Vanguard Russell 1000 Index Fund 

Vanguard Russell 1000 Value Index Fund 

Vanguard Russell 1000 Growth Index Fund 

Vanguard Russell 2000 Index Fund 

Vanguard Russell 2000 Value Index Fund 

Vanguard Russell 2000 Growth Index Fund 

Vanguard Russell 3000 Index Fund 

Vanguard Specialized Funds  

Vanguard Dividend Growth Fund 

Vanguard Energy Fund 

Vanguard Real Estate Index Fund 

Vanguard Trustees’ Equity Fund 

Vanguard Emerging Markets Select Stock Fund 

Vanguard International Value Fund 

Vanguard Variable Insurance Funds 

Vanguard Balanced Portfolio 

Vanguard Capital Growth Portfolio 

Vanguard Diversified Value Portfolio 

Vanguard Equity Income Portfolio 

Vanguard Equity Index Portfolio 

Vanguard Growth Portfolio 

Vanguard Mid-Cap Index Portfolio 

Vanguard Real Estate Index Portfolio 

Vanguard Small Company Growth Portfolio 

Vanguard International Portfolio 

Vanguard Whitehall Funds 

Vanguard Global Minimum Volatility Fund 

Vanguard High Dividend Yield Index Fund 

Vanguard Mid-Cap Growth Fund 

Vanguard Selected Value Fund 

Vanguard Windsor Funds 

Vanguard Windsor Fund 

Vanguard Windsor II Fund 

Vanguard World Fund 

Vanguard Consumer Discretionary Index Fund 

Vanguard Consumer Staples Index Fund 

Vanguard Energy Index Fund 

Vanguard FTSE Social Index Fund 

Vanguard Financials Index Fund 

Vanguard Health Care Index Fund 

Vanguard Industrials Index Fund 

Vanguard Information Technology Index Fund 

Vanguard Materials Index Fund 

Vanguard Mega Cap Index Fund 

Vanguard Mega Cap Growth Index Fund 

Vanguard Mega Cap Value Index Fund 

Vanguard Communication Services Index Fund 

Vanguard U.S. Growth Fund 

Vanguard Utilities Index Fund 

8. Miscellaneous.  Except as modified by this Amendment, the Agreement shall remain unmodified, in full force and effect and all terms and conditions of the Agreement are hereby incorporated into and made part of this Amendment as if fully set forth herein.   

IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute and deliver this Amendment as of the date set forth above.  

JPMORGAN CHASE BANK, N.A.  EACH OF THE OPEN-END MANAGEMENT INVESTMENT COMPANIES LISTED ON EXHIBIT 1 HERETO 

By:	/s/ Carl Mehldau	By:	/s/ John Bendl
Name:	Carl Mehldau	Name:	John Bendl
Title:	Vice President	Title:	Chief Financial Officer