26 | |
26 | |
29 | |
31 | |
35 | |
35 | |
37 | |
42 | |
44 | |
45 | |
45 | |
46 |
|
Investor Shares |
Admiral Shares |
Sales Charge (Load) Imposed on Purchases |
|
|
Purchase Fee |
|
|
Sales Charge (Load) Imposed on Reinvested Dividends |
|
|
Redemption Fee |
|
|
Account Service Fee Per Year
(for certain fund account balances below $10,000) |
$ |
$ |
|
Investor Shares |
Admiral Shares |
Management Fees |
|
|
12b-1 Distribution Fee |
|
|
Other Expenses |
|
|
Total Annual Fund Operating Expenses |
|
|
|
1 Year |
3 Years |
5 Years |
10 Years |
Investor Shares |
$ |
$ |
$ |
$ |
Admiral Shares |
$ |
$ |
$ |
$ |
|
Total Return |
Quarter |
|
|
|
|
- |
|
|
1 Year |
5 Years |
10 Years |
Vanguard Explorer Fund Investor Shares |
|
|
|
Return Before Taxes |
31.33% |
18.34% |
14.15% |
Return After Taxes on Distributions |
29.28 |
16.13 |
12.05 |
Return After Taxes on Distributions and Sale of Fund Shares |
19.84 |
14.19 |
11.05 |
Vanguard Explorer Fund Admiral Shares |
|
|
|
Return Before Taxes |
31.48% |
18.48% |
14.30% |
Comparative Indexes
(reflect no deduction for fees, expenses, or taxes) |
|
|
|
Russell 2500 Growth Index |
40.47% |
18.68% |
15.00% |
Dow Jones U.S. Total Stock Market Float Adjusted Index |
20.79 |
15.36 |
13.74 |
Plain Talk About Fund Expenses |
All mutual funds have operating expenses. These expenses, which are
deducted from a fund’s gross income, are expressed as a percentage of the
net assets of the fund. Assuming that operating expenses remain as stated
in the Fees and Expenses section, Vanguard Explorer Fund’s expense ratios
would be as follows: for Investor Shares, 0.41%, or $4.10 per $1,000 of
average net assets; for Admiral Shares, 0.30%, or $3.00 per $1,000 of
average net assets. The average expense ratio for small-cap growth funds in
2019 was 1.20%, or $12.00 per $1,000 of average net assets (derived from
data provided by Lipper, a Thomson Reuters Company, which reports on the
mutual fund industry). |
Plain Talk About Costs of Investing |
Costs are an important consideration in choosing a mutual fund. That is
because you, as a shareholder, pay a proportionate share of the costs of
operating a fund and any transaction costs incurred when the fund buys or
sells securities. These costs can erode a substantial portion of the gross
income or the capital appreciation a fund achieves. Even seemingly small
differences in expenses can, over time, have a dramatic effect on a
fund’s performance. |
Plain Talk About Growth Funds and Value Funds |
Growth investing and value investing are two styles employed by stock-fund
managers. Growth funds generally invest in stocks of companies believed to
have above-average potential for growth in revenue, earnings, cash flow, or
other similar criteria. These stocks typically have low dividend yields, if any,
and above-average prices in relation to measures such as earnings and book
value. Value funds typically invest in stocks whose prices are below average
in relation to those measures; these stocks often have above-average
dividend yields. Value stocks also may remain undervalued by the market for
long periods of time. Growth and value stocks have historically produced
similar long-term returns, though each category has periods when it
outperforms the other. |
Plain Talk About Vanguard’s Unique Corporate Structure |
The Vanguard Group is owned jointly by the funds it oversees and thus
indirectly by the shareholders in those funds. Most other mutual funds are
operated by management companies that are owned by third parties—either
public or private stockholders—and not by the funds they serve. |
Plain Talk About Distributions |
As a shareholder, you are entitled to your portion of a fund’s income from
interest and dividends as well as capital gains from the fund’s sale of
investments. Income consists of both the dividends that the fund earns from
any stock holdings and the interest it receives from any money market and
bond investments. Capital gains are realized whenever the fund sells
securities for higher prices than it paid for them. These capital gains are
either short-term or long-term, depending on whether the fund held the
securities for one year or less or for more than one year. |
Plain Talk About Buying a Dividend |
Unless you are a tax-exempt investor or investing through a tax-advantaged
account (such as an IRA or an employer-sponsored retirement or savings
plan), you should consider avoiding a purchase of fund shares shortly before
the fund makes a distribution, because doing so can cost you money in
taxes. This is known as “buying a dividend.” For example: On December 15,
you invest $5,000, buying 250 shares for $20 each. If the fund pays a
distribution of $1 per share on December 16, its share price will drop to $19
(not counting market change). You still have only $5,000 (250 shares x $19 =
$4,750 in share value, plus 250 shares x $1 = $250 in distributions), but you
owe tax on the $250 distribution you received—even if you reinvest it in
more shares. To avoid buying a dividend, check a fund’s distribution schedule
before you invest. |
|
Year Ended October 31, | ||||
For a Share Outstanding Throughout Each Period |
2020 |
2019 |
2018 |
2017 |
2016 |
Net Asset Value, Beginning of Period |
$101.66 |
$102.25 |
$102.10 |
$83.91 |
$90.55 |
Investment Operations |
|
|
|
|
|
Net Investment Income |
0.2841 |
0.3331 |
0.3251 |
0.4211 |
0.393 |
Net Realized and Unrealized Gain (Loss) on
Investments |
13.688 |
8.234 |
11.192 |
21.657 |
1.581 |
Total from Investment Operations |
13.972 |
8.567 |
11.517 |
22.078 |
1.974 |
Distributions |
|
|
|
|
|
Dividends from Net Investment Income |
(0.295) |
(0.286) |
(0.475) |
(0.318) |
(0.270) |
Distributions from Realized Capital Gains |
(4.897) |
(8.871) |
(10.892) |
(3.570) |
(8.344) |
Total Distributions |
(5.192) |
(9.157) |
(11.367) |
(3.888) |
(8.614) |
Net Asset Value, End of Period |
$110.44 |
$101.66 |
$102.25 |
$102.10 |
$83.91 |
Total Return2 |
14.08% |
10.15% |
12.12% |
27.10% |
2.47% |
Ratios/Supplemental Data |
|
|
|
|
|
Net Assets, End of Period (Millions) |
$3,325 |
$3,520 |
$3,420 |
$3,520 |
$3,324 |
Ratio of Total Expenses to Average Net Assets3 |
0.41% |
0.45% |
0.44% |
0.43% |
0.45% |
Ratio of Net Investment Income to Average Net
Assets |
0.28% |
0.33% |
0.31% |
0.45% |
0.46% |
Portfolio Turnover Rate |
43% |
41% |
50% |
76% |
66% |
|
Year Ended October 31, | ||||
For a Share Outstanding Throughout Each Period |
2020 |
2019 |
2018 |
2017 |
2016 |
Net Asset Value, Beginning of Period |
$94.64 |
$95.24 |
$94.99 |
$78.07 |
$84.28 |
Investment Operations |
|
|
|
|
|
Net Investment Income |
0.3651 |
0.4091 |
0.4181 |
0.4951 |
0.473 |
Net Realized and Unrealized Gain (Loss) on
Investments |
12.752 |
7.648 |
10.405 |
20.145 |
1.455 |
Total from Investment Operations |
13.117 |
8.057 |
10.823 |
20.640 |
1.928 |
Distributions |
|
|
|
|
|
Dividends from Net Investment Income |
(0.378) |
(0.393) |
(0.438) |
(0.403) |
(0.383) |
Distributions from Realized Capital Gains |
(4.559) |
(8.264) |
(10.135) |
(3.317) |
(7.755) |
Total Distributions |
(4.937) |
(8.657) |
(10.573) |
(3.720) |
(8.138) |
Net Asset Value, End of Period |
$102.82 |
$94.64 |
$95.24 |
$94.99 |
$78.07 |
Total Return2 |
14.21% |
10.27% |
12.24% |
27.25% |
2.60% |
Ratios/Supplemental Data |
|
|
|
|
|
Net Assets, End of Period (Millions) |
$13,279 |
$12,569 |
$11,616 |
$9,514 |
$7,496 |
Ratio of Total Expenses to Average Net Assets3 |
0.30% |
0.34% |
0.32% |
0.31% |
0.33% |
Ratio of Net Investment Income to Average Net
Assets |
0.39% |
0.44% |
0.43% |
0.57% |
0.58% |
Portfolio Turnover Rate |
43% |
41% |
50% |
76% |
66% |
Web |
|
Vanguard.com |
For the most complete source of Vanguard news
For fund, account, and service information
For most account transactions
For literature requests
24 hours a day, 7 days a week |
Phone | |
Vanguard Tele-Account®
800-662-6273 |
For automated fund and account information
Toll-free, 24 hours a day, 7 days a week |
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(Text telephone for people with
hearing impairment at 800-749-7273) |
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For most account transactions |
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For information and services for financial intermediaries
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Trading Support 800-669-0498 |
For account information and trading support for
financial intermediaries including financial advisors,
broker-dealers, trust institutions, and insurance
companies |
|
Inception
Date |
Newspaper
Abbreviation |
Vanguard
Fund Number |
CUSIP
Number |
Explorer Fund |
|
|
|
|
Investor Shares |
12/11/1967 |
Explr |
24 |
921926101 |
Admiral Shares |
11/12/2001 |
ExplrAdml |
5024 |
921926200 |
B-1 | |
B-4 | |
B-4 | |
B-21 | |
B-22 | |
B-23 | |
B-35 | |
B-46 | |
B-47 | |
B-47 | |
B-48 | |
B-51 |
Vanguard Fund |
Capital
Contribution
to Vanguard |
Percentage of
Fund’s Average
Net Assets |
Percent of
Vanguard Funds’
Contribution |
Explorer Fund |
$ 693,000 |
Less than 0.01% |
0.28% |
Annual Shared Fund Operating Expenses
(Shared Expenses Deducted From Fund Assets) | |||
Vanguard Fund |
2018 |
2019 |
2020 |
Vanguard Explorer Fund |
|
|
|
Management and Administrative Expenses |
0.15% |
0.15% |
0.15% |
Marketing and Distribution Expenses |
0.01 |
0.01 |
0.01 |
Name, Year of Birth |
Position(s)
Held With Fund |
Vanguard
Funds’ Trustee/
Officer Since |
Principal Occupation(s)
During the Past Five Years,
Outside Directorships,
and Other Experience |
Number of
Vanguard Funds
Overseen by
Trustee/Officer |
Interested Trustee1 |
|
|
|
|
Mortimer J. Buckley
(1969) |
Chairman of the
Board, Chief
Executive
Officer, and
President |
January 2018 |
Chairman of the board (2019–present) of Vanguard and
of each of the investment companies served by
Vanguard; chief executive officer (2018–present) of
Vanguard; chief executive officer, president, and
trustee (2018–present) of each of the investment
companies served by Vanguard; president and director
(2017–present) of Vanguard; and president
(2018–present) of Vanguard Marketing Corporation.
Chief investment officer (2013–2017), managing
director (2002–2017), head of the Retail Investor Group
(2006–2012), and chief information officer (2001–2006)
of Vanguard. Chairman of the board (2011–2017) and
trustee (2009–2017) of the Children’s Hospital of
Philadelphia; and trustee (2018–present) and vice chair
(2019–present) of The Shipley School. |
211 |
1 Mr. Buckley is considered an “interested person” as defined in the 1940 Act because he is an officer of the Trust. | ||||
Independent Trustees |
|
|
|
|
Emerson U. Fullwood
(1948) |
Trustee |
January 2008 |
Executive chief staff and marketing officer for North
America and corporate vice president (retired 2008) of
Xerox Corporation (document management products
and services). Former president of the Worldwide
Channels Group, Latin America, and Worldwide
Customer Service and executive chief staff officer of
Developing Markets of Xerox. Executive in residence
and 2009–2010 Distinguished Minett Professor at the
Rochester Institute of Technology. Director of SPX
FLOW, Inc. (multi-industry manufacturing). Director of
the University of Rochester Medical Center, the
Monroe Community College Foundation, the United
Way of Rochester, North Carolina A&T University, and
Roberts Wesleyan College. Trustee of the University of
Rochester. |
211 |
Amy Gutmann
(1949) |
Trustee |
June 2006 |
President (2004–present) of the University of
Pennsylvania. Christopher H. Browne Distinguished
Professor of Political Science, School of Arts and
Sciences, and professor of communication, Annenberg
School for Communication, with secondary faculty
appointments in the Department of Philosophy, School
of Arts and Sciences, and at the Graduate School of
Education, University of Pennsylvania. |
211 |
F. Joseph Loughrey
(1949) |
Trustee |
October 2009 |
President and chief operating officer (retired 2009) and
vice chairman of the board (2008–2009) of Cummins
Inc. (industrial machinery). Chairman of the board of
Hillenbrand, Inc. (specialized consumer services).
Director of the V Foundation. Member of the advisory
council for the College of Arts and Letters and chair of
the advisory board to the Kellogg Institute for
International Studies, both at the University of Notre
Dame. Chairman of the board of Saint Anselm College. |
211 |
Mark Loughridge
(1953) |
Lead
Independent
Trustee |
March 2012 |
Senior vice president and chief financial officer (retired
2013) of IBM (information technology services).
Fiduciary member of IBM’s Retirement Plan
Committee (2004–2013), senior vice president and
general manager (2002–2004) of IBM Global Financing,
vice president and controller (1998–2002) of IBM, and
a variety of other prior management roles at IBM.
Member of the Council on Chicago Booth. |
211 |
Name, Year of Birth |
Position(s)
Held With Fund |
Vanguard
Funds’ Trustee/
Officer Since |
Principal Occupation(s)
During the Past Five Years,
Outside Directorships,
and Other Experience |
Number of
Vanguard Funds
Overseen by
Trustee/Officer |
Scott C. Malpass
(1962) |
Trustee |
March 2012 |
Chief investment officer and vice president of the
University of Notre Dame (retired June 2020).
Assistant professor of finance at the Mendoza College
of Business, University of Notre Dame (retired June
2020), and member of the Notre Dame 403(b)
Investment Committee. Member of the board of
Catholic Investment Services, Inc. (investment
advisors) and the board of superintendence of the
Institute for the Works of Religion. |
211 |
Deanna Mulligan
(1963) |
Trustee |
January 2018 |
Board chair (2020), chief executive officer (2011–2020),
and president (2010–2019) of The Guardian Life
Insurance Company of America. Chief operating officer
(2010–2011) and executive vice president (2008–2010)
of Individual Life and Disability of The Guardian Life
Insurance Company of America. Member of the board
of the Economic Club of New York. Trustee of the
Partnership for New York City (business leadership),
the Chief Executives for Corporate Purpose, the New
York-Presbyterian Hospital, and the Bruce Museum
(arts and science). Member of the Advisory Council for
the Stanford Graduate School of Business. |
211 |
André F. Perold
(1952) |
Trustee |
December 2004 |
George Gund Professor of Finance and Banking,
Emeritus at the Harvard Business School (retired
2011). Chief investment officer and co-managing
partner of HighVista Strategies LLC (private
investment firm). Board member (2018–present) of RIT
Capital Partners (investment firm); investment
committee member of Partners Health Care System. |
211 |
Sarah Bloom Raskin
(1961) |
Trustee |
January 2018 |
Deputy secretary (2014–2017) of the United States
Department of the Treasury. Governor (2010–2014) of
the Federal Reserve Board. Commissioner
(2007–2010) of financial regulation for the State of
Maryland. Director (2017–present) of i(x) Investments,
LLC. Rubenstein Fellow (2017–2020) of Duke
University; trustee (2017–present) of Amherst College;
and member of Amherst College Investment
Committee (2019–present). |
211 |
Peter F. Volanakis
(1955) |
Trustee |
July 2009 |
President and chief operating officer (retired 2010) of
Corning Incorporated (communications equipment)
and director of Corning Incorporated (2000–2010) and
Dow Corning (2001–2010). Director (2012) of SPX
Corporation (multi-industry manufacturing). Overseer
of the Amos Tuck School of Business Administration,
Dartmouth College (2001–2013). Chairman of the
board of trustees of Colby-Sawyer College. Member of
the BMW Group Mobility Council. |
211 |
Executive Officers |
|
|
|
|
John Bendl
(1970) |
Chief Financial
Officer |
October 2019 |
Principal of Vanguard. Chief financial officer
(2019–present) of each of the investment companies
served by Vanguard. Chief accounting officer, treasurer,
and controller of Vanguard (2017–present). Partner
(2003–2016) at KPMG (audit, tax, and advisory
services). |
211 |
Christine M. Buchanan
(1970) |
Treasurer |
November 2017 |
Principal of Vanguard. Treasurer (2017–present) of each
of the investment companies served by Vanguard.
Partner (2005–2017) at KPMG (audit, tax, and advisory
services). |
211 |
Name, Year of Birth |
Position(s)
Held With Fund |
Vanguard
Funds’ Trustee/
Officer Since |
Principal Occupation(s)
During the Past Five Years,
Outside Directorships,
and Other Experience |
Number of
Vanguard Funds
Overseen by
Trustee/Officer |
David Cermak
(1960) |
Finance Director |
October 2019 |
Principal of Vanguard. Finance director (2019–present)
of each of the investment companies served by
Vanguard. Managing director and head (2017–present)
of Vanguard Investments Singapore. Managing director
and head (2017–2019) of Vanguard Investments Hong
Kong. Representative director and head (2014–2017)
of Vanguard Investments Japan. |
211 |
John Galloway
(1973) |
Investment
Stewardship
Officer |
September 2020 |
Principal of Vanguard. Investment stewardship officer
(September 2020–present) of each of the investment
companies served by Vanguard. Head of Investor
Advocacy (February 2020–present) and head of
Marketing Strategy and Planning (2017–2020) at
Vanguard. Deputy Assistant to the President of the
United States (2015). |
211 |
Peter Mahoney
(1974) |
Controller |
May 2015 |
Principal of Vanguard. Controller (2015–present) of
each of the investment companies served by
Vanguard. Head of International Fund Services (2008–
2014) at Vanguard. |
211 |
Anne E. Robinson
(1970) |
Secretary |
September 2016 |
General counsel (2016–present) of Vanguard.
Secretary (2016–present) of Vanguard and of each of
the investment companies served by Vanguard.
Managing director (2016–present) of Vanguard.
Managing director and general counsel of Global Cards
and Consumer Services (2014–2016) at Citigroup.
Counsel (2003–2014) at American Express. |
211 |
Michael Rollings
(1963) |
Finance Director |
February 2017 |
Finance director (2017–present) and treasurer (2017)
of each of the investment companies served by
Vanguard. Managing director (2016–present) of
Vanguard. Chief financial officer (2016–present) of
Vanguard. Director (2016–present) of Vanguard
Marketing Corporation. Executive vice president and
chief financial officer (2006–2016) of MassMutual
Financial Group. |
211 |
John E. Schadl
(1972) |
Chief
Compliance
Officer |
March 2019 |
Principal of Vanguard. Chief compliance officer
(2019–present) of Vanguard and of each of the
investment companies served by Vanguard. Assistant
vice president (2019–present) of Vanguard Marketing
Corporation. |
211 |
Trustee |
Aggregate
Compensation From
the Funds1 |
Pension or Retirement
Benefits Accrued as Part of
the Funds’ Expenses1 |
Accrued Annual
Retirement Benefit at
January 1, 20212 |
Total Compensation
From All Vanguard
Funds Paid to Trustees3 |
Mortimer J. Buckley |
— |
— |
— |
— |
Emerson U. Fullwood |
$ 2,716 |
— |
— |
$ 287,500 |
Amy Gutmann |
2,716 |
— |
— |
287,500 |
F. Joseph Loughrey |
2,905 |
— |
— |
307,500 |
Mark Loughridge |
3,377 |
— |
— |
357,500 |
Scott C. Malpass |
2,716 |
— |
— |
287,500 |
Deanna Mulligan |
2,716 |
— |
— |
287,500 |
André F. Perold |
2,716 |
— |
— |
287,500 |
Sarah Bloom Raskin |
2,905 |
— |
— |
307,500 |
Trustee |
Aggregate
Compensation From
the Funds1 |
Pension or Retirement
Benefits Accrued as Part of
the Funds’ Expenses1 |
Accrued Annual
Retirement Benefit at
January 1, 20212 |
Total Compensation
From All Vanguard
Funds Paid to Trustees3 |
Peter F. Volanakis |
2,905 |
— |
— |
307,500 |
Vanguard Fund |
Trustee |
Dollar Range of
Fund Shares
Owned by Trustee |
Aggregate Dollar Range
of Vanguard Fund Shares
Owned by Trustee |
Vanguard Explorer Fund |
Mortimer J. Buckley |
— |
Over $100,000 |
|
Emerson U. Fullwood |
— |
Over $100,000 |
|
Amy Gutmann |
— |
Over $100,000 |
|
F. Joseph Loughrey |
— |
Over $100,000 |
|
Mark Loughridge |
— |
Over $100,000 |
|
Scott C. Malpass |
— |
Over $100,000 |
|
Deanna Mulligan |
— |
Over $100,000 |
|
André F. Perold |
— |
Over $100,000 |
|
Sarah Bloom Raskin |
— |
Over $100,000 |
|
Peter F. Volanakis |
Over $100,000 |
Over $100,000 |
Vanguard Fund |
Share Class |
Owner and Address |
Percentage
of Ownership |
Vanguard Explorer Fund |
Investor Shares |
VANGUARD STAR FUND VALLEY
FORGE, PA |
25.53% |
|
|
VANGUARD DIVERSITY EQUITY FUND
VALLEY FORGE, PA |
5.92% |
|
Admiral Shares |
FIDELITY INVESTMENTS
INSTITUTIONAL OPERATIONS CO INC
COVINGTON, KY |
13.07% |
Portfolio Manager |
|
No. of
accounts |
Total assets |
No. of accounts with
performance-based
fees |
Total assets in
accounts with
performance-based
fees |
Chad Meade |
Registered investment companies1 |
7 |
$ 21.8 B |
2 |
$ 17.5B |
|
Other pooled investment vehicles |
0 |
$ 0 |
0 |
$ 0 |
|
Other accounts |
31 |
$ 1.7 B |
2 |
$ 97.2M |
Brian Schaub |
Registered investment companies1 |
7 |
$ 21.8 B |
2 |
$ 17.5B |
|
Other pooled investment vehicles |
0 |
$ 0 |
0 |
$ 0 |
|
Other accounts |
31 |
$ 1.7 B |
2 |
$ 97.2M |
Portfolio Manager |
|
No. of
accounts |
Total assets |
No. of accounts with
performance-based
fees |
Total assets in
accounts with
performance-based
fees |
Brian Angerame |
Registered investment companies1 |
5 |
$ 18.9B |
1 |
$ 16.6B |
|
Other pooled investment vehicles |
2 |
$ 37.3M |
0 |
$ 0 |
|
Other accounts |
3,963 |
$ 871.8M |
0 |
$ 0 |
Aram Green |
Registered investment companies1 |
6 |
$ 23.4B |
1 |
$ 16.6B |
Portfolio Manager |
|
No. of
accounts |
Total assets |
No. of accounts with
performance-based
fees |
Total assets in
accounts with
performance-based
fees |
|
Other pooled investment vehicles |
3 |
$ 87.2M |
0 |
$ 0 |
|
Other accounts |
1,334 |
$ 631.2M |
0 |
$ 0 |
Matthew Lilling |
Registered investment companies1 |
5 |
$ 18.9B |
1 |
$ 16.6B |
|
Other pooled investment vehicles |
2 |
$ 37.3M |
0 |
$ 0 |
|
Other accounts |
3,963 |
$ 871.8M |
0 |
$ 0 |
Jeffrey Russell |
Registered investment companies1 |
4 |
$ 21.8B |
1 |
$ 16.6B |
|
Other pooled investment vehicles |
2 |
$ 78.3M |
0 |
$ 0 |
|
Other accounts |
1,334 |
$ 631.2M |
0 |
$ 0 |
Portfolio Manager |
|
No. of
accounts |
Total assets |
No. of accounts with
performance-based
fees |
Total assets in
accounts with
performance-based
fees |
Ryan E. Crane |
Registered investment companies1 |
5 |
$ 20.5 B |
1 |
$ 16.6 B |
|
Other pooled investment vehicles |
0 |
$ 0 |
0 |
$ 0 |
|
Other accounts |
60 |
$ 1.7 B |
0 |
$ 0 |
Portfolio Manager |
|
No. of
accounts |
Total assets |
No. of accounts with
performance-based
fees |
Total assets in
accounts with
performance-based
fees |
Daniel Fitzpatrick |
Registered investment companies1 |
3 |
$ 16.9B |
1 |
$ 16.6B |
|
Other pooled investment vehicles |
4 |
$ 818M |
0 |
$ 0 |
|
Other accounts |
10 |
$ 2.1B |
2 |
$ 92B |
Portfolio Manager |
|
No. of
accounts |
Total assets |
No. of accounts with
performance-based
fees |
Total assets in
accounts with
performance-based
fees |
James P. Stetler |
Registered investment companies1 |
13 |
$ 157B |
0 |
$ 0 |
|
Other pooled investment vehicles |
2 |
$ 56M |
0 |
$ 0 |
|
Other accounts |
0 |
$ 0 |
0 |
$ 0 |
Binbin Guo |
Registered investment companies1 |
13 |
$ 5.2B |
0 |
$ 0 |
|
Other pooled investment vehicles |
2 |
$ 55M |
0 |
$ 0 |
|
Other accounts |
0 |
$ 0 |
0 |
$ 0 |
Cesar Orosco2 |
Registered investment companies |
7 |
$ 174B |
0 |
$ 0 |
|
Other pooled investment vehicles |
0 |
$ 0 |
0 |
$ 0 |
|
Other accounts |
0 |
$ 0 |
0 |
$ 0 |
Vanguard Fund |
Securities Lending Activities |
Vanguard Explorer Fund |
|
Gross income from securities lending activities |
$7,924,488 |
Fees paid to securities lending agent from a revenue split |
$0 |
Fees paid for any cash collateral management service (including fees deducted from a pooled cash
collateral reinvestment vehicle) that are not included in the revenue split |
$10,203 |
Administrative fees not included in revenue split |
$87,676 |
Indemnification fee not included in revenue split |
$0 |
Rebate (paid to borrower) |
$938,887 |
Other fees not included in revenue split (specify) |
$0 |
Aggregate fees/compensation for securities lending activities |
$1,036,766 |
Net income from securities lending activities |
$6,887,722 |
Vanguard Fund |
2018 |
2019 |
2020 |
Vanguard Explorer Fund |
$ 5,150,000 |
$ 5,136,000 |
$ 5,394,000 |
Vanguard Fund |
Regular Broker or Dealer (or Parent) |
Aggregate Holdings |
Vanguard Explorer Fund |
Deutsche Bank Securities Inc. |
$ 9,700,000 |
(a) |
Articles of Incorporation, Amended and Restated Agreement and Declaration of Trust, filed with Post-Effective
Amendment No. 85 dated February 20, 2009, is hereby incorporated by reference. |
(b) |
By-Laws, Amended and Re-stated By-Laws, filed with Post-Effective Amendment No. 116 dated February 23, 2018,
is hereby incorporated by reference. |
(c) |
Instruments Defining Rights of Security Holders, reference is made to Articles III and V of the Registrant’s
Amended and Restated Agreement and Declaration of Trust, refer to Exhibit (a) above. |
(d) |
Investment Advisory Contracts, for Wellington Management Company LLP, filed with Post- Effective Amendment
Amendment No. 101 dated February 24, 2014; for
ClearBridge Investments, LLC, filed with Post-Effective
Amendment No. 112 on March 20, 2017; and for
ArrowMark Colorado Holdings, LLC, filed with Post-Effective
Amendment No. 113 dated May 19, 2017, are hereby incorporated by reference. The Vanguard Group, Inc., provides
investment advisory services to the Fund pursuant to the Fifth Amended and Restated Funds' Service Agreement,
refer to Exhibit (h) below. |
(e) |
Underwriting Contracts, not applicable. |
(f) |
Bonus or Profit Sharing Contracts, reference is made to the section entitled “Management of the Funds” in Part B
of this Registration Statement. |
(g) |
Custodian Agreement, for State Street Bank and Trust Company, is filed herewith. |
(h) |
Other Material Contracts, Fifth Amended and Restated Funds’ Service Agreement, filed with Post-Effective
Amendment No. 121, dated February 27, 2020, is hereby incorporated by reference. |
(i) |
Legal Opinion, not applicable. |
(j) |
Other Opinions, Consent of Independent Registered Public Accounting Firm, is filed herewith. |
(k) |
Omitted Financial Statements, not applicable. |
(l) |
Initial Capital Agreements, not applicable. |
(m) |
Rule 12b-1 Plan, not applicable. |
(n) |
Rule 18f-3 Plan, is filed herewith. |
(o) |
Reserved. |
(p) |
Codes of Ethics, for The Vanguard Group, Inc., filed with Post-Effective Amendment No. 119 dated February 26,
2019, is hereby incorporated by reference.; for
Stephens Investment Management Group, LLC, filed with
Post-Effective Amendment No. 108 dated February 25, 2016, is hereby incorporated by reference; for
Wellington
Management Company LLP, filed with Post-Effective Amendment No. 116 dated February 23, 2018, is hereby
incorporated by reference; and for
ArrowMark Colorado Holdings, LLC, and for ClearBridge Investments, LLC, filed
with Post-Effective Amendment No. 119 dated February 26, 2019, is hereby incorporated by reference. |
(a) |
Vanguard Marketing Corporation, a wholly owned subsidiary of The Vanguard Group, Inc., is the principal underwriter
of each fund within the Vanguard group of investment companies, a family of over 200 funds. |
(b) |
The principal business address of each named director and officer of Vanguard Marketing Corporation is 100
Vanguard Boulevard, Malvern, PA 19355. |
Name |
Positions and Office with Underwriter |
Positions and Office with Funds |
Matthew Benchener |
Chairman, Director, Principal, and Chief
Executive Officer Designee |
None |
Karin A. Risi |
Director and Principal |
None |
Scott A. Conking |
Director and Principal |
None |
Thomas M. Rampulla |
Director and Principal |
None |
Michael Rollings |
Director and Principal |
Finance Director |
Caroline Cosby |
Director, Principal, General Counsel, and
Assistant Secretary |
None |
Name |
Positions and Office with Underwriter |
Positions and Office with Funds |
Matthew C. Brancato |
Director and Principal |
None |
Mortimer J. Buckley |
President |
Chairman of the Board of Trustees, Chief
Executive Officer, and President |
John E. Schadl |
Assistant Vice President |
Chief Compliance Officer |
Beth Morales Singh |
Secretary |
None |
Erica Green |
Chief Compliance Officer |
None |
John T. Marcante |
Chief Information Officer |
None |
Alonzo Ellis |
Chief Information Security Officer |
None |
Salvatore L. Pantalone |
Financial and Operations Principal and
Treasurer |
None |
Celeste Hagerty |
Financial and Operations Principal |
None |
Danielle Corey |
Annuity and Insurance Officer |
None |
Jeff Seglem |
Annuity and Insurance Officer |
None |
John Bendl |
Principal |
Chief Financial Officer |
Barbara Bock |
Principal |
None |
Saundra K. Cusumano |
Principal |
None |
James M. Delaplane Jr. |
Principal |
None |
Andrew Kadjeski |
Principal |
None |
Michael V. Lucci |
Principal |
None |
Brian P. McCarthy |
Principal |
None |
Matthew P. McCarthy |
Principal |
None |
Douglas R. Mento |
Principal |
None |
Jim O’Rourke |
Principal |
None |
David Petty |
Principal |
None |
Monica Verma |
Principal |
None |
(c) |
Not applicable. |
Signature |
Title |
Date |
/s/ Mortimer J. Buckley*
Mortimer J. Buckley |
Chairman and Chief Executive Officer |
February 25, 2021 |
/s/ Emerson U. Fullwood*
Emerson U. Fullwood |
Trustee |
February 25, 2021 |
/s/ Amy Gutmann*
Amy Gutmann |
Trustee |
February 25, 2021 |
/s/ Joseph Loughrey*
Joseph Loughrey |
Trustee |
February 25, 2021 |
/s/ Mark Loughridge*
Mark Loughridge |
Trustee |
February 25, 2021 |
/s/ Scott C. Malpass*
Scott C. Malpass |
Trustee |
February 25, 2021 |
/s/ Deanna Mulligan*
Deanna Mulligan |
Trustee |
February 25, 2021 |
/s/ André F. Perold*
André F. Perold |
Trustee |
February 25, 2021 |
/s/ Sarah Bloom Raskin*
Sarah Bloom Raskin |
Trustee |
February 25, 2021 |
/s/ Peter F. Volanakis*
Peter F. Volanakis |
Trustee |
February 25, 2021 |
/s/ John Bendl*
John Bendl |
Chief Financial Officer |
February 25, 2021 |
Amended and Restated Master Custodian Agreement
This Agreement is made as of September 15, 2017 by and among each management investment company identified on Appendix A hereto (each such management investment company made subject to this Agreement in accordance with Section 19.5 below, shall hereinafter be referred to as the “Fund”), and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”). Each Fund and the Custodian agree that this Agreement merges, integrates and supersedes all prior agreements, side letters and understandings between the parties with respect to the matters contained herein; provided, however, that the continuation of any other agreements that may reference the Master Custodian Agreement between the Custodian and the Fund dated prior to the date hereof (“Prior Agreement”) is not intended to be affected by the fact of this amendment and restatement of the Master Custodian Agreement, and reference in such other agreements to a 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).
Whereas, each Fund is authorized to issue shares of common stock or shares of beneficial interest in separate series (“Shares”), with each such series representing interests in a separate portfolio of securities and other assets;
Whereas, each Fund so authorized intends that this Agreement be applicable to each of its series set forth on Appendix A hereto (such series together with all other series subsequently established by the Fund and made subject to this Agreement in accordance with Section 19.6 below, shall hereinafter be referred to as the “Portfolio(s)”).
Whereas, each Fund not so authorized intends that this Agreement be applicable to it and all references hereinafter to one or more “Portfolio(s)” shall be deemed to refer to such Fund(s); and
Now, Therefore, in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto intending to be legally bound hereby agree as follows:
Section 1.Employment of Custodian and Property to be Held by It
Each Fund hereby employs the Custodian as a custodian of assets of the Portfolios, including securities which the Fund, on behalf of the applicable Portfolio, desires to be held in places within the United States (“domestic securities”) and securities which the Fund, on behalf of the applicable Portfolio desires to be held outside the United States (“foreign securities”). Each Fund, on behalf of its Portfolio(s), agrees to deliver to the Custodian all securities, other financial assets and cash of the Portfolios, and all payments of income, payments of principal or capital distributions received by it with respect to all securities or other financial assets owned by the Portfolio(s) from time to time, and the cash consideration received by it for such Shares as may be issued or sold from time to time. The Custodian shall not be responsible for any property of a Portfolio which is not received by it or which is delivered out in accordance with Proper Instructions (as such term is defined in Section 8 hereof) including, without limitation, Portfolio property (i) held by brokers, private bankers or other entities on behalf of the Portfolio (each a “Local Agent”), (ii) held by Special Sub-Custodians (as such term is defined in Section 6 hereof), (iii) held by entities which have advanced monies to or on behalf of the Portfolio and which have received Portfolio property as security for such advance(s) (each a “Pledgee
”), or (iv) delivered or otherwise removed from the custody of the Custodian (a) in connection with any Free Trade (as such term is defined in Sections 2.2(14) and 2.6(7) hereof) or (b) pursuant to Special Instructions (as such term is defined in Section 8 hereof). With respect to uncertificated shares (the “Underlying Shares”) of (i) registered “investment companies” (as defined in Section 3(a)(1) of the Investment Company Act of 1940, as amended from time to time (the “1940 Act”)), whether in the same “group of investment companies” (as defined in Section 12(d)(1)(G)(ii) of the 1940 Act) or otherwise, including pursuant to Section 12(d)(1)(F) of the 1940 Act or (ii) investment companies or other pooled investment vehicles that are not registered pursuant to the 1940 Act (the entities listed in clauses (i) and (ii) being hereinafter sometimes referred to as the “Underlying Portfolios”) the holding of confirmation statements that identify the shares as being recorded in the Custodian’s name on behalf of the Portfolios will be deemed custody for purposes hereof.
Upon receipt of Proper Instructions, the Custodian shall from time to time employ one or more sub-custodians located in the United States for a Fund on behalf of the applicable Portfolio(s. The Custodian may place and maintain each Fund’s foreign securities with foreign banking institution sub-custodians employed by the Custodian and/or foreign securities depositories, all as designated in Schedules A and B hereto, but only in accordance with the applicable provisions of Sections 3 and 4 hereof.
Section 2. |
Duties of the Custodian with Respect to Property of the Portfolios to be Held in the United States |
Section 2.1Holding Securities. The Custodian shall hold and physically segregate for the account of each Portfolio all non‑cash property, to be held by it in the United States, including all domestic securities owned by such Portfolio other than (a) securities which are maintained pursuant to Section 2.8 in a clearing agency which acts as a securities depository or in a book‑entry system authorized by the U.S. Department of the Treasury (each, a “U.S. Securities System”) and (b) Underlying Shares owned by each Fund which are maintained pursuant to Section 2.10 hereof in an account with State Street Bank and Trust Company or such other entity which may from time to time act as a transfer agent for the Underlying Portfolios and with respect to which the Custodian is provided with Proper Instructions (the “Underlying Transfer Agent”). Except as precluded by Section 8-501(d) of the Uniform Commercial Code (“UCC”), the Custodian shall hold all securities and other financial assets, other than cash, of a Portfolio that are delivered to it in a “securities account” with the Custodian for and in the name of such Portfolio and shall treat all such assets other than cash as “financial assets” as those terms are used in the UCC. The Custodian shall identify on its books and records as belonging to a Portfolio the securities and other financial assets, constituting Portfolio assets held by (a) the Custodian, its delegates and sub-custodians, (b) a U.S. Securities System, or (c) an Underlying Transfer Agent in accordance with Section 2.10. To the extent that the Custodian or any of its sub-custodians holds securities constituting the Portfolio’s assets in an omnibus account that is identified as belonging to the Custodian for the benefit of its customers, the records of the Custodian shall identify which of such securities constitute a Portfolio’s assets.
Section 2.2Delivery of Securities. The Custodian shall release and deliver domestic securities and other financial assets owned by a Portfolio held by the Custodian, in a U.S. Securities System account of the Custodian or in an account at the Underlying Transfer Agent, only upon receipt of Proper Instructions on behalf of the applicable Portfolio, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases:
2)Upon the receipt of payment in connection with any repurchase agreement related to such securities entered into by the Portfolio; |
3)In the case of a sale effected through a U.S. Securities System, in accordance with the provisions of Section 2.8 hereof; |
4)To the depository agent in connection with tender or other similar offers for securities of the Portfolio; |
11)For delivery as security in connection with any borrowing by a Fund on behalf of a Portfolio requiring a pledge of assets by the Fund on behalf of such Portfolio; |
12)For delivery in accordance with the provisions of any agreement among the Fund on behalf of the Portfolio, the Custodian and a broker‑dealer registered under the Securities Exchange Act of 1934 (the “Exchange Act”) and a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange, or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Fund on behalf of a Portfolio; |
16) |
In the case of a sale processed through the Underlying Transfer Agent of Underlying Shares, in accordance with Section 2.10 hereof; |
17) |
For delivery as initial or variation margin in connection with futures or options on futures contracts entered into by the Fund on behalf of the Portfolio; and |
Section 2.3Registration of Securities
. Domestic securities or other financial assets held by the Custodian (other than bearer securities) shall be registered in the name of the Portfolio or in the name of any nominee of a Fund on behalf of the Portfolio or of any nominee of the Custodian which nominee shall be assigned exclusively to the Portfolio, unless the Fund has authorized in writing the appointment of a nominee to be used in common with other registered management investment companies having the same investment adviser as the Portfolio, or in the name or nominee name of any agent appointed pursuant to Section 2.7 or in the name or nominee name of any sub‑custodian appointed pursuant to Section 1. All securities accepted by the Custodian on behalf of the Portfolio under the terms of this Agreement shall be in “street name” or other good delivery form. If, however, a Fund directs the Custodian to maintain securities in “street name”, the Custodian shall utilize its best efforts to timely collect income due the Fund on such securities and shall utilize its best efforts to timely notify the Fund of relevant corporate actions including, without limitation, pendency of calls, maturities, tender or exchange offers.
Section 2.4Bank Accounts. The Custodian shall open and maintain a separate bank account or accounts in the United States in the name of each Portfolio of each Fund, subject only to draft or order by the Custodian acting pursuant to the terms of this Agreement, and shall hold in such account or accounts, subject to the provisions hereof, all cash received by it from or for the account of the Portfolio, other than cash maintained by the Portfolio in a bank account established and used in accordance with Rule 17f‑3 under the 1940 Act. Funds held by the Custodian for a Portfolio may be deposited by it to its credit as Custodian in the banking department of the Custodian or in such other banks or trust companies as it may in its discretion deem necessary or desirable; provided, however, that every such bank or trust company shall be qualified to act as a custodian under the 1940 Act and that each such bank or trust company and the funds to be deposited with each such bank or trust company shall on behalf of each applicable Portfolio be approved by vote of a majority of the Board of Trustees or the Board of Directors of the Fund (as appropriate, and in each case, the “Board”). Such funds shall be deposited by the Custodian in its capacity as Custodian and shall be withdrawable by the Custodian only in that capacity.
Section 2.5Collection of Income. Except with respect to Portfolio property released and delivered pursuant to Section 2.2(14) or purchased pursuant to Section 2.6(7), and subject to the provisions of Section 2.3, the Custodian shall collect on a timely basis all income and other payments with respect to registered domestic securities and other financial assets held hereunder to which each Portfolio shall be entitled either by law or pursuant to custom in the securities business, and shall collect on a timely basis all income and other payments with respect to bearer domestic securities if, on the date of payment by the issuer, such securities are held by the Custodian or its agent. Without limiting the generality of the foregoing, the Custodian shall detach and present for payment all coupons and other income items requiring presentation as and when they become due and shall collect interest when due on securities held hereunder. The Custodian shall credit income to the Portfolio as such income is received or in accordance with the Custodian’s then current payable date income schedule. The Custodian may reverse any income credited by the Custodian to a Portfolio after the Custodian reasonably determines that actual payment of income will not occur in due course, and the Custodian may charge the Portfolio a rate agreed upon by the parties for the amount of unpaid income credited to the Portfolio. Income due each Portfolio on securities loaned pursuant to the provisions of Section 2.2 (10) shall be the responsibility of the applicable Fund. The Custodian will have no duty or responsibility in connection therewith, other than to provide the Fund with such information or data as may be necessary to assist the Fund in arranging for the timely delivery to the Custodian of the income to which the Portfolio is properly entitled.
The Custodian shall notify a Fund, at the frequency agreed upon by the parties, in writing by facsimile transmission, electronic communication, or in such other manner as the Fund and the Custodian may agree in writing, if any amount payable with respect to portfolio securities or other assets of the Portfolios of a Fund is not received by the Custodian when due. In the event that extraordinary measures are required to collect such income, the Fund and the Custodian shall consult as to such measures and agree upon any compensation and expenses payable to the Custodian as a result of taking such measures. The Custodian shall not be responsible for the collection of amounts due and payable with respect to portfolio securities or other assets that are in default.
Section 2.6Payment of Fund Monies. The Custodian shall pay out monies of a Portfolio as provided in Section 5 and otherwise upon
receipt of Proper Instructions on behalf of the applicable Portfolio, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out monies of a Portfolio in the following cases only:
2)In connection with conversion, exchange or surrender of securities owned by the Portfolio as set forth in Section 2.2 hereof; |
8)For payment as initial or variation margin in connection with futures or options on futures contracts entered into by the Fund on behalf of the Portfolio; and |
Section 2.7Appointment of Agents. The Custodian may at any time or times in its discretion appoint (and may at any time remove) agents to carry out such of the provisions of this Agreement as the Custodian may from time to time direct; provided, however, that the appointment of any agent shall not relieve the Custodian of any of its duties or obligations hereunder and the Custodian shall be fully responsible and liable for the actions and omissions of any agent (which shall not be deemed to be U.S. Securities Systems, Special Sub-Custodians, U.S. sub-custodians designated pursuant to the last paragraph of Section 1, or Foreign Sub-Custodians and sub-custodians and other agents of the Fund or Portfolio) appointed hereunder. The Underlying Transfer Agent shall not be deemed an agent or sub-custodian of the Custodian for purposes of this Section 2.7 or any other provision of this Agreement.
Section 2.8Deposit of Fund Assets in U.S. Securities Systems. The Custodian may deposit and/or maintain securities owned by a Portfolio in a U.S. Securities System in compliance with the conditions of Rule 17f-4 under the 1940 Act, as amended from time to time.
Section 2.9Segregated Account. The Custodian shall upon receipt of Proper Instructions on behalf of each applicable Portfolio, establish and maintain a segregated account or accounts for and on behalf of each such Portfolio, into which account or accounts may be transferred cash, in the case of a deposit account, or securities and other financial assets (other than cash), in the case of a securities account, of the Portfolio and collateral provided to the Portfolio by its counterparties, including securities maintained in an account by the Custodian pursuant to Section 2.8 hereof, (a) in accordance with the provisions of any agreement among the Fund on behalf of the Portfolio, the Custodian and a broker‑dealer registered under the Exchange Act and a member of the FINRA, relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange, or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Portfolio, (b) in accordance with the provisions of any agreement among the Fund, on behalf of the Portfolio, the Custodian and any futures commission merchant (registered under the Commodity Exchange Act) relating to compliance with the rules of the CFTC or any registered contract market, or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Portfolio, (c) for purposes of segregating cash or government securities in connection with options purchased, sold or written by the Portfolio or commodity futures contract options thereon purchased or sold by the Portfolio, (d) for the purposes of compliance by the Portfolio with the procedures required by Investment Company Act Release No. 10666, or any subsequent release of the U.S. Securities and Exchange Commission (the “SEC”), or no-action letter of the staff of the SEC, relating to the maintenance of segregated accounts by registered management investment companies, and (e) for any other purpose in accordance with Proper Instructions.
Section 2.10Deposit of Fund Assets with the Underlying Transfer Agent. Underlying Shares beneficially owned by the Fund, on behalf of a Portfolio, shall be deposited and/or maintained in an account or accounts maintained with an Underlying Transfer Agent and the Custodian’s only responsibilities with respect thereto shall be limited to the following:
The Custodian shall not be liable to the Fund for any loss or damage to the Fund or any Portfolio resulting from the maintenance of Underlying Shares with an Underlying Transfer Agent except to the extent the loss or damage results directly from the fraud, negligence or willful misconduct of the Custodian or any of its agents or of any of its or their employees.
Section 2.11Ownership Certificates for Tax Purposes. The Custodian shall execute ownership and other certificates and affidavits for all federal and state tax purposes in connection with receipt of income or other payments with respect to domestic securities of each Portfolio held by it and in connection with transfers of securities.
Section 2.12Proxies. The Custodian shall deliver to a Fund all forms of proxies, all proxy solicitation materials, all notices of meetings, and any other notices or announcements affecting or relating to securities owned by one or more of a Fund’s Portfolios that are received by the Custodian, any sub-custodian, or any nominee of either of them (or with the exercise of reasonable care that the Custodian, any sub-custodian, or any nominee of either of them should have become aware), and, upon receipt of Proper Instructions, the Custodian shall execute and deliver, or cause such sub-custodian or nominee to execute and deliver, such proxies or other authorizations as may be required. Except as directed pursuant to Proper Instructions, neither the Custodian nor any sub-custodian or nominee shall vote upon any such securities, or execute any proxy to vote thereon, or give any consent or take any other action with respect thereto. In the event that the Custodian is unable to vote upon any such securities in accordance with Proper Instructions, the Custodian shall promptly notify (subject to market practices and rules) a Fund. Each Fund acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of the Fund to exercise shareholder rights.
Section 2.13Communications.
Subject to the domestic securities or other financial assets held in the United States being registered as provided in Section 2.3, the Custodian shall transmit promptly to a Fund for each Portfolio all written information received by the Custodian from issuers of the securities and other financial assets being held for the Portfolio, including among other things, maturities of domestic securities and notices of exercise of call and put options. The Custodian shall transmit promptly to the Fund all written information received by the Custodian from issuers of the securities and other financial assets whose tender or exchange is sought and from the party or its agent making the tender or exchange offer. The Custodian shall also transmit promptly to the Fund for each Portfolio all written information received by the Custodian regarding any class action or other collective litigation relating to Portfolio securities or other financial assets issued in the United States and then held, or previously held, during the relevant class-action period during the term of this Agreement by the Custodian for the account of the Fund for the Portfolio, including, but not limited to, opt-out notices and proof-of-claim forms. Unless otherwise agreed to by the parties, the Custodian’s services with respect to class actions do not extend beyond the timely forwarding of written information so received by the Custodian.Section 2.14Exercise of Rights; Tender Offers. Upon receipt of Proper Instructions, the Custodian shall: (a) deliver warrants, puts, calls, rights or similar securities to the issuer or trustee thereof, or to the agent of such issuer or trustee, for the purpose of exercise or sale, provided that the new securities, cash or other assets, if any, acquired as a result of such actions are to be delivered to the Custodian; and (b) deposit securities upon invitations for tenders thereof, provided that the consideration for such securities is to be paid or delivered to the Custodian, or the tendered securities are to be returned to the Custodian. Notwithstanding any provision of this Agreement to the contrary, the Custodian shall take all necessary action, unless otherwise directed to the contrary in Proper Instructions, to comply with the terms of all mandatory or compulsory exchanges, calls, tenders, redemptions, or similar rights of security ownership (“Mandatory Corporate Actions”), and shall promptly notify a Fund of such Mandatory Corporate Action in writing by facsimile transmission, electronic communication, or in such other manner as the Fund and the Custodian may agree in writing.
In the event that Custodian is provided notice (in industry standard form) of (a) a proposed merger, recapitalization, reorganization, conversion, consolidation, subdivision, tender offer, takeover offer or other electable or voluntary corporate action or (b) a proposed issuance of securities or rights to participate in the issuance of securities, in each case by or with respect to the issuer of securities held by it for the account of a Portfolio (each a “Voluntary Corporate Action”), the Custodian shall provide written notice to the Fund or its designee promptly upon being provided such notice of the Voluntary Corporate Action. The notice provided by the Custodian shall include (i) a copy, or if a copy is not available, a synopsis of the offering materials provided to the Custodian by the issuer or its agent in connection with the Voluntary Corporate Action and (ii) the date on which the Custodian is required to take action to exercise rights or powers with respect to the Voluntary Corporate Action. Provided that the Custodian shall have delivered timely notice of the Voluntary Corporate Action to the Fund, the Custodian shall not be liable for any untimely exercise of any Voluntary Corporate Action or other right or power in connection with domestic securities or other property of the Portfolios at any time held by it unless (i) the Custodian is in actual possession of such securities or property and (ii) the Custodian receives Proper Instructions with regard to the exercise of any such right or power, and both (i) and (ii) occur at least two (2) business days prior to the date on which the Custodian is to take action to exercise such right or power. If the Fund provides the Custodian with such notification after such deadline, the Custodian shall use its reasonable best efforts to process such election.
Section 2.15Securities Lending. To the extent that a Fund engages in a securities lending program other than with the Custodian, the Fund and the Custodian will agree to procedures that will apply to such securities lending program.
Section 3.Provisions Relating to Rules 17f-5 and 17f-7
Section 3.1Definitions. As used throughout this Agreement, the capitalized terms set forth below shall have the indicated meanings:
” means all factors reasonably related to the systemic risk of holding Foreign Assets in a particular country including, but not limited to, such country’s political environment, economic and financial infrastructure (including any Eligible Securities Depository operating in the country), nationalization, expropriation, currency restrictions, prevailing or developing custody and settlement practices, and laws and regulations applicable to the safekeeping and recovery of Foreign Assets held in custody in that country.“Eligible Foreign Custodian” has the meaning set forth in section (a)(1) of Rule 17f-5, including a majority-owned or indirect subsidiary of a U.S. Bank (as defined in Rule 17f-5), a bank holding company meeting the requirements of an Eligible Foreign Custodian (as set forth in Rule 17f-5 or by other appropriate action of the SEC), or a foreign branch of a Bank (as defined in Section 2(a)(5) of the 1940 Act) meeting the requirements of a custodian under Section 17(f) of the 1940 Act; the term does not include any Eligible Securities Depository.
“Eligible Securities Depository” has the meaning set forth in section (b)(1) of Rule 17f-7.
“Foreign Assets” means any of the Portfolios’ investments (including foreign currencies) for which the primary market is outside the United States and such cash and cash equivalents as are reasonably necessary to effect the Portfolios’ transactions in such investments.
“Foreign Custody Manager” has the meaning set forth in section (a)(3) of Rule 17f‑5.
“Rule 17f-5” means Rule 17f-5 promulgated under the 1940 Act.
“Rule 17f-7” means Rule 17f-7 promulgated under the 1940 Act.
Section 3.2The Custodian as Foreign Custody Manager.
3.2.1Delegation to the Custodian as Foreign Custody Manager. Each Fund, by resolution adopted by its Board, hereby delegates to the Custodian, subject to Section (b) of Rule 17f‑5, the responsibilities set forth in this Section 3.2 with respect to Foreign Assets of the Portfolios held outside the United States, and the Custodian hereby accepts such delegation as Foreign Custody Manager with respect to the Portfolios.
3.2.2Countries Covered. The Foreign Custody Manager shall be responsible for performing the delegated responsibilities defined below only with respect to the countries and custody arrangements for each such country listed on Schedule A to this Agreement, which list of countries may be amended from time to time by any Fund with the agreement of the Foreign Custody Manager. The Foreign Custody Manager shall list on Schedule A the Eligible Foreign Custodians selected by the Foreign Custody Manager to maintain the assets of the Portfolios, which list of Eligible Foreign Custodians may be amended from time to time in the sole discretion of the Foreign Custody Manager. The Foreign Custody Manager will provide amended versions of Schedule A in accordance with Section 3.2.5 hereof.
Upon the receipt by the Foreign Custody Manager of Proper Instructions to open an account or to place or maintain Foreign Assets in a country listed on Schedule A, and the fulfillment by each Fund, on behalf of the applicable Portfolio(s), of the applicable account opening requirements for such country, the Foreign Custody Manager shall be deemed to have been delegated by such Fund’s Board on behalf of such Portfolio(s) responsibility as Foreign Custody Manager with respect to that country and to have accepted such delegation. Execution of this Agreement by each Fund shall be deemed to be a Proper Instruction to open an account, or to place or maintain Foreign Assets, in each country listed on Schedule A. The Custodian will assist a Fund in satisfying the account opening requirements for a country as may be reasonably requested by the Fund. Following the receipt of Proper Instructions directing the Foreign
Custody Manager to close the account of a Portfolio with the Eligible Foreign Custodian selected by the Foreign Custody Manager in a designated country, the delegation by the Board on behalf of such Portfolio to the Custodian as Foreign Custody Manager for that country shall be deemed to have been withdrawn, and such withdrawal shall be deemed to be effective, and the Custodian shall cease to be the Foreign Custody Manager with respect to such Portfolio with respect to that country as of the date that is ninety days (or such other period to which the parties may agree in writing) after receipt of any such Proper Instructions by the Foreign Custody Manager.
The Foreign Custody Manager may withdraw its acceptance of delegated responsibilities with respect to a designated country upon written notice to the Fund. Ninety days (or such longer period to which the parties agree in writing) after receipt of any such notice by the Fund, the Custodian shall have no further responsibility in its capacity as Foreign Custody Manager to the Fund with respect to the country as to which the Custodian’s acceptance of delegation is withdrawn.
3.2.3Scope of Delegated Responsibilities:
(a)Selection of Eligible Foreign Custodians. Subject to the provisions of this Section 3.2, the Foreign Custody Manager may place and maintain the Foreign Assets in the care of the Eligible Foreign Custodian selected by the Foreign Custody Manager in each country listed on Schedule A, as amended from time to time. In performing its delegated responsibilities as Foreign Custody Manager to place or maintain Foreign Assets with an Eligible Foreign Custodian, the Foreign Custody Manager shall determine that the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Foreign Assets will be held by that Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation the factors specified in Rule 17f-5(c)(1).
(b)Contracts With Eligible Foreign Custodians. The Foreign Custody Manager shall determine that the contract governing the foreign custody arrangements with each Eligible Foreign Custodian selected by the Foreign Custody Manager will satisfy the requirements of Rule 17f-5(c)(2).
(c)Monitoring. In each case in which the Foreign Custody Manager maintains Foreign Assets with an Eligible Foreign Custodian selected by the Foreign Custody Manager, the Foreign Custody Manager shall establish a system to monitor (i) the appropriateness of maintaining the Foreign Assets with such Eligible Foreign Custodian and (ii) the contract governing the custody arrangements established by the Foreign Custody Manager with the Eligible Foreign Custodian. In the event the Foreign Custody Manager determines that the custody arrangements with an Eligible Foreign Custodian it has selected are no longer appropriate, the Foreign Custody Manager shall notify the Board in accordance with Section 3.2.5 hereunder.
3.2.4Guidelines for the Exercise of Delegated Authority. For purposes of this Section 3.2, the Board shall be deemed to have considered and determined to accept such Country Risk as is incurred by placing and maintaining the Foreign Assets in each country for which the Custodian is serving as Foreign Custody Manager of the Portfolios.
The Foreign Custody Manager shall report the withdrawal of the Foreign Assets from an Eligible Foreign Custodian and the placement of such Foreign Assets with another Eligible Foreign Custodian by providing to the Board an amended Schedule A at the end of the calendar quarter in which an amendment to such Schedule has occurred. The Foreign Custody Manager shall make written reports notifying the Board of any other material change in the foreign custody arrangements of the Portfolios described in this Section 3.2 after the occurrence of the material change. The Foreign Custody Manager will also provide the Fund with global market information bulletins on a timely basis.
3.2.6Standard of Care as Foreign Custody Manager of a Portfolio. In performing the responsibilities delegated to it, the Foreign Custody Manager agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of assets of management investment companies registered under the 1940 Act would exercise (unless a higher standard of care is required by Rule 17f-5). Notwithstanding the foregoing, the Custodian acting as Foreign Custody Manager of the Portfolio is subject to the standard of care set forth in Section 16 of this Agreement.
3.2.7Representations with Respect to Rule 17f‑5. The Foreign Custody Manager represents to each Fund that it is a U.S. Bank as defined in section (a)(7) of Rule 17f-5. Each Fund represents to the Custodian that its Board has determined that it is reasonable for such Board to rely on the Custodian to perform the responsibilities delegated pursuant to this Agreement to the Custodian as the Foreign Custody Manager of the Portfolios.
3.2.8Effective Date and Termination of the Custodian as Foreign Custody Manager. Each Board’s delegation to the Custodian as Foreign Custody Manager of the Portfolios shall be effective as of the date hereof and shall remain in effect until terminated at any time, without penalty, by written notice from the terminating party to the non-terminating party. Termination will become effective ninety (90) days after receipt by the non-terminating party of such notice. The provisions of Section 3.2.2 hereof shall govern the delegation to and termination of the Custodian as Foreign Custody Manager of the Portfolios with respect to designated countries.
3.2.9Certification Regarding Eligible Foreign Custodians. Each report presented to a Fund’s Board by the Custodian pursuant to Section 3.2.5 above shall be accompanied by a certificate representing that (a) the Custodian has established a system to monitor the appropriateness of maintaining a Portfolio’s Foreign Assets with each Eligible Foreign Custodian pursuant to paragraph (c)(1) of Rule 17f-5 and to monitor the performance of each Eligible Foreign Custodian under the sub-custodian agreement between the Custodian and the Eligible Foreign Custodian, (b) the Custodian has monitored all Eligible Foreign Custodians and each Eligible Foreign Custodian continues to be an Eligible Foreign Custodian, (c) each Eligible Foreign Custodian continues to provide the standard of care set forth in Section 3.2.6 hereof, after considering all relevant factors, including without limitation, those factors set forth in paragraph (c)(1) of Rule 17f-5, (d) all foreign custody agreements between the Custodian and the Eligible Foreign Custodians continue to meet the requirements of paragraph (c)(2) of Rule 17f-5, (e) since the submission of the last report pursuant to Section 3.2.5 above, there have been no material adverse changes to the Custodian’s foreign custody network or arrangements other than those reported to the Board or other governing body or entity of the Fund, on behalf of itself or its applicable Portfolios, in the accompanying report or notified to the Fund through the Custodian’s Global Market Bulletins, distributed to designated officers of the Fund and available on the Custodian’s internet client portal, my.statestreet.com (which information shall be included in the accompanying report to the Board), and (f) the information included in the report is true, accurate and complete in all material respects.
Section 3.3Eligible Securities Depositories.
3.3.1Analysis and Monitoring. The Custodian shall (a) provide the Fund
(or its duly-authorized investment manager or investment adviser) with an analysis of the custody risks associated with maintaining assets with the Eligible Securities Depositories set forth on Schedule B hereto in accordance with section (a)(1)(i)(A) of Rule 17f-7, and (b) monitor such risks on a continuing basis, and promptly notify the Fund (or its duly-authorized investment manager or investment adviser) of any material change in such risks, in accordance with section (a)(1)(i)(B) of Rule 17f-7.3.3.2Standard of Care. The Custodian agrees to exercise reasonable care, prudence and diligence in performing the duties set forth in Section 3.3.1 (unless a higher standard of care is required by Rule 17f-7). Notwithstanding the foregoing, the Custodian, in performing the duties set forth in Section 3.3.1, is subject to the standard of care set forth in Section 16 of this Agreement.
Section 3.4Local Regulatory Matters. The Custodian shall assist a Fund in complying with regulations and market practices of jurisdictions other than the United States of America applicable to a Fund’s Foreign Assets as the Fund may reasonably request from time to time. Such assistance may include, but not be limited to, soliciting information and guidance from depositories, exchanges and regulators; obtaining legal opinions at the expense of the relevant Fund but only after a Fund has been notified and agrees in writing to the amount of such expenses; acting as a Fund’s representative (if required by local law) in making filings; and providing such other assistance with respect to its Foreign Assets as a Fund may reasonably request. Based on what the Custodian considers to be reasonably reliable sources of information, including its Eligible Foreign Custodians, Custodian shall inform a Fund as to the Custodian’s understanding of a Fund’s rights, duties and obligations under regulations and market practices of jurisdictions other than the United States of America in connection with actions taken by a Fund or the Custodian, including, but not limited to, corporate actions involving a Fund’s securities.
Section 4. |
Duties of the Custodian with Respect to Property of the Portfolios to be Held Outside the United States |
Section 4.1Definitions. As used throughout this Agreement, the capitalized terms set forth below shall have the indicated meanings:
“Foreign Securities System” means an Eligible Securities Depository listed on Schedule B hereto.
“Foreign Sub‑Custodian” means a foreign banking institution serving as an Eligible Foreign Custodian.
Section 4.2Holding Securities. The Custodian shall identify on its books as belonging to the Portfolios the foreign securities and other financial assets held by each Foreign Sub-Custodian or Foreign Securities System. The Custodian may hold foreign securities and other financial assets for all of its customers, including the Portfolios, with any Foreign Sub-Custodian in an account that is identified as belonging to the Custodian for the benefit of its customers, provided however, that (i) the records of the Custodian with respect to foreign securities and other financial assets of the Portfolios which are maintained in such account shall identify those securities as belonging to the Portfolios and (ii), to the extent permitted and customary in the market in which the account is maintained, the Custodian shall require that securities so held by the Foreign Sub-Custodian be held separately from any assets of such Foreign Sub-Custodian or of other customers of such Foreign Sub-Custodian.
Section 4.3Foreign Securities Systems. Foreign securities shall be maintained in a Foreign Securities System in a designated country through arrangements implemented by the Custodian or a Foreign Sub-Custodian, as applicable, in such country.
Section 4.4Transactions in Foreign Custody Account.
4.4.1Delivery of Foreign Assets. The Custodian or a Foreign Sub-Custodian shall release and deliver foreign securities of the Portfolios held by the Custodian or such Foreign Sub-Custodian, or in a Foreign Securities System account, only upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases:
(ii) |
In connection with any repurchase agreement related to foreign securities; |
(iii) |
To the depository agent in connection with tender or other similar offers for foreign securities of the Portfolios; |
(iv) |
To the issuer thereof or its agent when such foreign securities are called, redeemed, retired or otherwise become payable; |
(ix) |
For delivery as security in connection with any borrowing by a Fund on behalf of a Portfolio requiring a pledge of assets by the Fund on behalf of such Portfolio; |
(x) |
In connection with trading in options and futures contracts, including delivery as original margin and variation margin; |
4.4.2Payment of Portfolio Monies. Upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out, or direct the respective Foreign Sub-Custodian or the respective Foreign Securities System to pay out, monies of a Portfolio in the following cases only:
(ii) |
In connection with the conversion, exchange or surrender of foreign securities of the Portfolio; |
(iv) |
For the purchase or sale of foreign exchange or foreign exchange contracts for the Portfolio, including transactions executed with or through the Custodian or its Foreign Sub-Custodians; |
(v) |
In connection with trading in options and futures contracts, including delivery as original margin and variation margin; |
(ix) |
For any other purpose, but only upon receipt of Proper Instructions specifying (A) the amount of such payment and (B) the person or persons to whom such payment is to be made. |
Notwithstanding any provision of this Agreement to the contrary, settlement and payment for Foreign Assets received for the account of the Portfolios and delivery of Foreign Assets maintained for the account of the Portfolios may be effected in accordance with the customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering Foreign Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for such Foreign Assets from such purchaser or dealer but in all events subject to the standard of care set forth in Section 16 of this Agreement.
The Custodian shall provide to each Board the information with respect to custody and settlement practices in countries in which the Custodian employs a Foreign Sub-Custodian described on Schedule C hereto at the time or times set forth on such Schedule. The Custodian may revise Schedule C from time to time, provided that no such revision shall result in a Board being provided with substantively less information than had been previously provided hereunder.
Section 4.5Registration of Foreign Securities. The foreign securities maintained in the custody of a Foreign Sub-Custodian (other than bearer securities) shall be registered in the name of the applicable Portfolio or in the name of the Custodian or in the name of any Foreign Sub-Custodian or in the name of any nominee of the foregoing provided that the use of a nominee is customary market practice. The applicable Fund on behalf of such Portfolio agrees to hold any such nominee harmless from any liability as a holder of record of such foreign securities. To the extent that the use of nominee names is not customary market practice, foreign securities shall not be registered in a nominee name, and the Funds shall not have any obligation to hold harmless any such nominee where the use is not customary market practice. Notwithstanding the foregoing, if the prior written consent of the applicable Fund is given the applicable Fund on behalf of such Portfolio shall hold any such nominee harmless from any liability as a holder of record of such foreign securities. The Custodian or a Foreign Sub-Custodian shall not be obligated to accept securities on behalf of a Portfolio under the terms of this Agreement unless the form of such securities and the manner in which they are delivered are in accordance with reasonable market practice.
Section 4.6Bank Accounts. The Custodian shall identify on its books as belonging to the applicable Portfolio cash (including cash denominated in foreign currencies) deposited with the Custodian. Where the Custodian is unable to maintain, or market practice does not facilitate the maintenance of, cash on the books of the Custodian, a bank account or bank accounts shall be opened and maintained outside the United States on behalf of a Portfolio with a Foreign Sub-Custodian. All accounts referred to in this Section shall be subject only to draft or order by the Custodian (or, if applicable, such Foreign Sub-Custodian) acting pursuant to the terms of this Agreement to hold cash received by or from or for the account of the Portfolio. Cash maintained on the books of the Custodian (including its branches, subsidiaries and affiliates), regardless of currency denomination, is maintained in bank accounts established under, and subject to the laws of, The Commonwealth of Massachusetts. The foregoing constitutes the disclosure required by Massachusetts General Laws, Chapter 167D, Section 36.
Section 4.7Collection of Income. The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to the Foreign Assets held hereunder to which the Portfolios shall be entitled and shall credit such income, as collected, to the applicable Portfolio. The Custodian shall notify the Fund, at the frequency agreed to by the parties, in writing by facsimile transmission, electronic communication or in such other manner as the Fund and Custodian may agree in writing, if any amount payable with respect to portfolio securities or other assets of the Portfolio of a Fund are not received by the Custodian when due. The Custodian shall not be responsible for the collection of amounts due and payable with respect to portfolio securities or other assets that are in default. In the event that extraordinary measures are required to collect such income, the Fund and the Custodian shall consult as to such measures and as to the compensation and expenses of the Custodian relating to such measures. Income on securities loaned other than from the Custodian’s securities lending program shall be credited as received.
Section 4.8Shareholder Rights. With respect to the foreign securities held pursuant to this Section 4, the Custodian shall use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights, subject always to the laws, regulations and practical constraints that may exist in the country where such securities are issued, including but not limited to proxy services not being available in certain markets. Each Fund acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors, may have the effect of severely limiting the ability of a Fund to exercise shareholder rights. The Custodian shall, however, as soon as is reasonably practicable communicate information received as to the foregoing to the applicable Fund. In addition to the foregoing, the Custodian agrees to provide the Funds with annual and periodic market updates.
Section 4.9Communications Relating to Foreign Securities. The Custodian shall transmit promptly to the applicable Fund written information with respect to materials received by the Custodian via the Foreign Sub-Custodians from issuers of the foreign securities being held for the account of the Portfolios (including, without limitation, pendency of calls and maturities of foreign securities and expirations of rights in connection therewith). With respect to tender or exchange offers, the Custodian shall transmit promptly to the applicable Fund written information with respect to materials so received by the Custodian from issuers of the foreign securities whose tender or exchange is sought or from the party (or its agents) making the tender or exchange offer. The Custodian shall not be liable for any untimely exercise of any tender, exchange or other right or power in connection with foreign securities or other property of the Portfolios at any time held by it unless (i) the Custodian or the respective Foreign Sub-Custodian is in actual possession of such foreign securities or property and (ii) the Custodian receives Proper Instructions with regard to the exercise of any such right or power, and both (i) and (ii) occur at least two (2) business days prior to the date on which the Custodian is to take action to exercise such right or power. For avoidance of doubt, upon and after the effective date of any termination of this Agreement, with respect to a Fund or its Portfolio(s), as may be applicable, the Custodian shall have no responsibility to so transmit any information under this Section 4.9.
The Custodian shall use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights, subject to the laws, regulations and practical constraints that may exist in the country where such securities are issued. In the event that the Fund invests in non-U.S. securities in a market in which the Custodian does not offer proxy voting services, the Custodian shall promptly notify the Fund. The Custodian shall also transmit promptly to the Fund all written information received by the Custodian through Foreign Sub-Custodians from issuers of the foreign securities or other financial assets issued outside of the United States and being held for the account of the Portfolio regarding any class action or other collective litigation relating to the Portfolio’s foreign securities or other financial assets issued outside the United States and then held, or previously held, during the relevant class-action period during the term of this Agreement by the Custodian via a Foreign Sub-Custodian for the account of the Fund for the Portfolio, including, but not limited to, opt-out notices and proof-of-claim forms. Unless otherwise agreed to by the parties, the Custodian’s services with respect to class actions do not extend beyond the timely forwarding of written information so received by the Custodian.
Section 4.10Liability of Foreign Sub-Custodians.
The Custodian shall not employ a Foreign Sub-Custodian unless such employment is memorialized in a written agreement. Each such written agreement pursuant to which the Custodian employs a Foreign Sub-Custodian shall, to the extent possible using best efforts, require the Foreign Sub-Custodian to exercise reasonable care in the performance of its duties, and to indemnify, and hold harmless, the Custodian from and against any loss, damage, cost, expense, liability or claim arising out of or in connection with the Foreign Sub-Custodian’s performance of such obligations. At a Fund’s election, the Portfolios shall be entitled to be subrogated to the rights of the Custodian with respect to any claims against a Foreign Sub-Custodian as a consequence of any such loss, damage, cost, expense, liability or claim if and to the extent that the Portfolios have not been made whole for any such loss, damage, cost, expense, liability or claim.
Section 4.11Tax Law. The Fund or its Portfolio shall be liable for all taxes, assessments, duties and other government charges, including any interest or penalty with respect thereto, with respect to any cash or securities held on behalf of the Fund or its Portfolios or any transaction related thereto. The Custodian shall withhold or cause to withhold the amount of tax which is required to be withheld under applicable law upon collection of any dividend, interest or other distribution with respect to any domestic security or foreign security and proceeds or income from the sale or other transfer of any domestic security or foreign security in custody at the Custodian. The Custodian shall assist the Fund with respect to any claim for exemption or reclaim under the tax laws of the designated countries listed on Schedule A upon request by a Fund. In providing such services, the Custodian does not act as the Fund’s tax adviser or tax counsel.
Section 5.Contractual Settlement Services (Purchase / Sales)
Section 5.1With respect to each cash account designated in writing by a Portfolio, the Custodian shall, in accordance with the terms set out in this Section 5, debit or credit the appropriate cash account of each Portfolio in connection with (i) the purchase of securities for such Portfolio, and (ii) proceeds of the sale of securities held on behalf of such Portfolio, on a contractual settlement basis (the “Contractual Settlement Services”).
Section 5.2The Contractual Settlement Services shall be provided for such instruments and in such markets as the Custodian may advise from time to time. The Custodian may terminate or suspend any part of the provision of the Contractual Settlement Services under this Agreement at its sole discretion immediately upon notice to the applicable Fund on behalf of each Portfolio, including, without limitation, in the event of force majeure events affecting settlement, any disorder in markets, or other changed external business circumstances affecting the markets or the Fund.
Section 5.3The consideration payable in connection with a purchase transaction shall be debited from the appropriate cash account of the Portfolio as of the time and date that monies would ordinarily be required to settle such transaction in the applicable market. The Custodian shall promptly recredit such amount at the time that the Portfolio or the Fund notifies the Custodian by Proper Instruction that such transaction has been canceled.
Section 5.4With respect to the settlement of a sale of securities, a provisional credit of an amount equal to the net sale price for the transaction (the “Settlement Amount”) shall be made to the account of the Portfolio as if the Settlement Amount had been received as of the close of business on the date that monies would ordinarily be available in good funds in the applicable market. Such provisional credit will be made conditional upon the Custodian having received Proper Instructions with respect to, or reasonable notice of, the transaction, as applicable; and the Custodian or its agents having possession of the asset(s) (which shall exclude assets subject to any third party lending arrangement entered into by a Portfolio) associated with the transaction in good deliverable form and not being aware of any facts which would lead them to reasonably believe that the transaction will not settle in the time period ordinarily applicable to such transactions in the applicable market.
Subject to the relevant requirements of Section 16, the Custodian shall have the right to reverse any provisional credit or debit given in connection with the Contractual Settlement Services when the Custodian believes, in its reasonable judgment, that such transaction will not settle in accordance with its terms or amounts due pursuant thereto will not be collectable or where the Custodian has not been provided Proper Instructions with respect thereto, as applicable. Upon such reversal, a sum equal to the credited or debited amount shall become immediately payable by the Portfolio to the Custodian and may be debited from any cash account held for benefit of the Portfolio. Prior to any such reversal, the Custodian will provide notice to the Fund pursuant to the relevant requirements of Section 16. Following such reversal, the Custodian will promptly notify the Fund of any action taken pursuant to this Section 5.5, which notice shall include a description of the facts forming the basis for the Custodian’s decision to reverse the provisional credit.
Section 5A.Actual Settlement Services (Purchase / Sales)
Section 5A.1With respect to each cash account designated in writing by a Portfolio, the Custodian shall, in accordance with the terms set out in this Section 5A, debit or credit the appropriate cash account of each Portfolio in connection with (i) the purchase of securities for such Portfolio, and (ii) proceeds of the sale of securities held on behalf of such Portfolio, on an actual settlement basis.
Section 5A.2The consideration payable in connection with a purchase transaction shall be debited from the appropriate cash account of the Portfolio as of the time and date that monies are actually payable.
Section 5A.3With respect to the settlement of a sale of securities, the Custodian shall credit the appropriate cash account of the Portfolio as of the time and date that the cash received as consideration for the transaction is actually received by Custodian.
Section 6.Special Sub-Custodians
Upon receipt of Special Instructions (as such term is defined in Section 8 hereof), the Custodian shall, on behalf of one or more Portfolios, appoint one or more banks, trust companies or other entities designated in such Special Instructions to act as a sub-custodian for the purposes of effecting such transaction(s) as may be designated by a Fund in Special Instructions. Each such designated sub-custodian is referred to herein as a “Special Sub-Custodian.” Each such duly appointed Special Sub-Custodian shall be listed on Schedule D hereto, as it may be amended from time to time by a Fund, with the acknowledgment of the Custodian. In connection with the appointment of any Special Sub-Custodian, and in accordance with Special Instructions, the Custodian shall enter into a sub-custodian agreement with the Fund and the Special Sub-Custodian in form and substance approved by such Fund, provided that such agreement shall in all events comply with the provisions of the 1940 Act and the rules and regulations thereunder and the terms and provisions of this Agreement.
Section 6A.Foreign Exchange
Section 6A.1.Generally. Upon receipt of Proper Instructions, which for purposes of this Section may also include security trade advices, the Custodian shall facilitate the processing and settlement of foreign exchange transactions. Such foreign exchange transactions do not constitute part of the services provided by the Custodian under this Agreement.
Section 6A.2.Fund Elections. Each Fund (or its investment manager or investment advisor (“Investment Advisor
”) acting on its behalf) may elect to enter into and execute foreign exchange transactions with third parties that are not affiliated with the Custodian, with State Street Global Markets, which is the foreign exchange division of State Street Bank and Trust Company and its affiliated companies (“SSGM”), or with a sub-custodian. Where the Fund or its Investment Advisor gives Proper Instructions for the execution of a foreign exchange transaction using an indirect foreign exchange service described in the Client Publications (as defined below), the Fund (or its Investment Advisor) instructs the Custodian, on behalf of the Fund, to direct the execution of such foreign exchange transaction to SSGM or, when the relevant currency is not traded by SSGM, to the applicable sub-custodian. The Custodian shall not have any agency (except as contemplated in preceding sentence), trust or fiduciary obligation to the Fund, its Investment Advisor or any other person in connection with the execution of any foreign exchange transaction. The Custodian shall have no responsibility under this Agreement for the selection of the counterparty to, or the method of execution of, any foreign exchange transaction entered into by the Fund (or its Investment Advisor acting on its behalf) or the reasonableness of the execution rate on any such transaction. “Client Publications” means the general client publications of State Street Bank and Trust Company available from time to time to clients.Section 6A.3.Fund Acknowledgement Each Fund acknowledges that in connection with all foreign exchange transactions entered into by the Fund (or its Investment Advisor acting on its behalf) with SSGM or any sub-custodian, SSGM and each such sub-custodian:
(i) |
shall be acting in a principal capacity and not as broker, agent or fiduciary to the Fund or its Investment Advisor; |
(ii) |
shall seek to profit from such foreign exchange transactions, and are entitled to retain and not disclose any such profit to the Fund or its Investment Advisor; and |
(iii) |
shall enter into such foreign exchange transactions pursuant to the terms and conditions, including pricing or pricing methodology, (a) agreed with the Fund or its Investment Advisor from time to time or (b) in the case of an indirect foreign exchange service, (i) as established by SSGM and set forth in the Client Publications with respect to the particular foreign exchange execution services selected by the Fund or the Investment Advisor or (ii) as established by the sub-custodian from time to time. |
Section 6A.4.Transactions by State Street. The Custodian or its affiliates, including SSGM, may trade based upon information that is not available to the Fund (or its Investment Advisor acting on its behalf), and may enter into transactions for its own account or the account of clients in the same or opposite direction to the transactions entered into with the Fund (or its Investment Advisor), and shall have no obligation, under this Agreement, to share such information with or consider the interests of their respective counterparties, including, where applicable, the Fund or the Investment Advisor.
Section 7.Payments for Sales or Repurchases or Redemptions of Shares
The Custodian shall receive from the distributor of the Shares or from the Transfer Agent and deposit into the account of the appropriate Portfolio such payments as are received for Shares thereof issued or sold from time to time by the applicable Fund. The Custodian will provide timely notification to such Fund on behalf of each such Portfolio and the Transfer Agent of any receipt by it of payments for Shares of such Portfolio.
From such funds as may be available for the purpose, the Custodian shall, upon receipt of instructions from the Transfer Agent, make funds available for payment to holders of Shares who have delivered to the Transfer Agent a request for redemption or repurchase of their Shares. In connection with the redemption or repurchase of Shares, the Custodian is authorized upon receipt of instructions from the Transfer Agent to wire funds to or through a commercial bank designated by the redeeming shareholders. In connection
with the redemption or repurchase of Shares, the Custodian shall honor checks drawn on the Custodian by a holder of Shares, which checks have been furnished by a Fund to the holder of Shares, when presented to the Custodian in accordance with such procedures and controls as are mutually agreed upon from time to time between such Fund and the Custodian.
Section 8.Proper Instructions and Special Instructions
“Proper Instructions,” which may also be standing instructions, as such term is used throughout this Agreement shall mean instructions received by the Custodian from a Fund, a Fund’s duly authorized investment manager or investment adviser, or a person or entity duly authorized by either of them. Such instructions may be in writing signed by the authorized person or persons or may be in a tested communication or in a communication utilizing access codes effected between electro-mechanical or electronic devices or may be by such other means and utilizing such intermediary systems and utilities as may be agreed from time to time by the Custodian and the person(s) or entity giving such instruction, provided that the Fund has followed any security procedures agreed to from time to time by the applicable Fund and the Custodian. Oral instructions will be considered Proper Instructions if the Custodian reasonably believes them to have been given by a person authorized to provide such instructions with respect to the transaction involved; the Fund shall cause all oral instructions to be confirmed in writing. For purposes of this Section, Proper Instructions shall include instructions received by the Custodian pursuant to any multi‑party agreement which requires a segregated asset account in accordance with Section 2.9 hereof.
“Special Instructions,” as such term is used throughout this Agreement, means Proper Instructions countersigned or confirmed in writing by the Treasurer or any Assistant Treasurer of the applicable Fund or any other person designated in writing by the Treasurer of such Fund, which countersignature or confirmation shall be (a) included on the same instrument containing the Proper Instructions or on a separate instrument clearly relating thereto and (b) delivered by hand, by facsimile transmission, or in such other manner as the Fund and the Custodian agree in writing.
Concurrently with the execution of this Agreement, and from time to time thereafter, as appropriate, each Fund shall deliver to the Custodian, duly certified by such Fund’s Treasurer or Assistant Treasurer, a certificate setting forth: (i) the names, titles, signatures and scope of authority of all persons authorized to give Proper Instructions or any other notice, request, direction, instruction, certificate or instrument on behalf of the Fund and (ii) the names, titles and signatures of those persons authorized to give Special Instructions. Such certificate may be accepted and relied upon by the Custodian as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the Custodian of a similar certificate to the contrary.
Section 9.Evidence of Authority
The Custodian shall be protected in acting upon any instructions, notice, request, consent, certificate or other instrument or paper reasonably believed by it to be genuine and to have been properly executed by or on behalf of the applicable Fund provided that the Custodian exercised reasonable care without negligence in following or acting upon such instruction, notice, request, consent, certificate or other instrument. The Custodian may receive and accept a copy of a resolution certified by the Secretary or an Assistant Secretary of any Fund as conclusive evidence (a) of the authority of any person to act in accordance with such resolution or (b) of any determination or of any action by the applicable Board as described in such resolution, and such resolution may be considered as in full force and effect until receipt by the Custodian of written notice to the contrary.
Section 10.Actions Permitted without Express Authority
The Custodian may in its discretion, without express authority from the applicable Fund on behalf of each applicable Portfolio:
2)Endorse for collection, in the name of the Portfolio, checks, drafts and other negotiable instruments; and |
The Custodian shall cooperate with and supply necessary information to the entity or entities appointed by the applicable Board to keep the books of account of each Portfolio and to compute its net asset value. Each Fund acknowledges and agrees that, with respect to investments maintained with the Underlying Transfer Agent, the Underlying Transfer Agent is the sole source of information on the number of shares of a fund held by it on behalf of a Portfolio and that the Custodian has the right to rely on holdings information furnished by the Underlying Transfer Agent to the Custodian in performing its duties under this Agreement, including without limitation, the duties set forth in this Section 11 and in Section 12 hereof; provided, however, that the Custodian shall be obligated to reconcile information as to purchases and sales of Underlying Shares contained in trade instructions and confirmations received by the Custodian and to report promptly any discrepancies to the Underlying Transfer Agent. Each Fund acknowledges that, in keeping the books of account of the Portfolio, the Custodian is authorized and instructed to rely upon information provided to it by the Fund, the Fund’s counterparty(ies), or the agents of either of them.
Section 12.Records
The Custodian shall with respect to each Portfolio create and maintain all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of each Fund under the 1940 Act, with particular attention to section 31 thereof and Rules 31a‑1 and 31a‑2 thereunder. All such records shall be the property of the Fund and shall at all times during the regular business hours of the Custodian be open for inspection by duly authorized officers, employees or agents of such Fund, including such Fund’s independent public accountants, and employees and agents of the SEC. The Custodian shall, at a Fund’s request, supply the Fund with a tabulation of securities owned by each Portfolio and held by the Custodian and shall, when requested to do so by the Fund and for such compensation as shall be agreed upon between the Fund and the Custodian, include certificate numbers in such tabulations. Each Fund acknowledges that, in creating and maintaining the records as set forth herein with respect to Portfolio property released and delivered pursuant to Section 2.2(14), or purchased pursuant to Section 2.6(7) hereof, the Custodian is authorized and instructed to rely upon information provided to it by the Fund, the Fund’s counterparty(ies), or the agents of either of them.
Section 14.Reports to Fund by Independent Public Accountants
The Custodian shall provide the applicable Fund, on behalf of each of the Portfolios at such times as such Fund may reasonably require, with reports by independent public accountants on the accounting system, internal accounting control and procedures for safeguarding securities, futures contracts and options on futures contracts, including securities deposited and/or maintained in a U.S. Securities System or a Foreign Securities System (either, a “Securities System”), relating to the services provided by the Custodian under this Agreement; such reports, shall be of sufficient scope and in sufficient detail, as may reasonably be required by the Fund to provide reasonable assurance that any material inadequacies would be disclosed by such examination, and, if there are no such inadequacies, the reports shall so state.
Section 15.Compensation of Custodian
The Custodian shall be entitled to reasonable compensation for its services and expenses as Custodian, as agreed upon from time to time between each Fund on behalf of each applicable Portfolio and the Custodian.
Section 16.Responsibility of Custodian
So long as and to the extent that it is in the exercise of reasonable care, the Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties. The Custodian shall perform the services provided for in this Agreement without negligence, fraud or willful misconduct and with reasonable care. The Custodian shall be liable to a Fund for any failure by the Custodian to satisfy the foregoing standard of care. The Custodian shall be kept indemnified by and shall be without liability to any Fund for any action taken or omitted by it in good faith without negligence, fraud or willful misconduct, including, without limitation, acting in accordance with any Proper Instruction without negligence, fraud or willful misconduct. The indemnification obligations of this Section shall survive termination of this Agreement.
Except as may arise from the Custodian’s own negligence, fraud or willful misconduct or the negligence, fraud or willful misconduct of a sub-custodian or agent, the Custodian shall be without liability to any Fund for any loss, liability, claim or expense resulting from or caused by: (i) events or circumstances beyond the reasonable control of the Custodian or any sub-custodian or Securities System or any agent or nominee of any of the foregoing (a “Force Majeure Event”), including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, acts of war, revolution, riots or terrorism, computer viruses or communications disruptions, work stoppages, natural disasters, or other similar events or acts,
except to the extent that the Custodian fails to maintain and keep updated the business and continuity and disaster recovery plan as set forth in Section 19.7 and such failure causes such loss; (ii) errors by any Fund or its duly authorized investment manager or investment adviser in their instructions to the Custodian provided such instructions have been in accordance with this Agreement; (iii) the insolvency of or acts or omissions by a Securities System; (iv) any act or omission of a Special Sub-Custodian including, without limitation, reliance on reports prepared by a Special Sub-Custodian; (v) any delay or failure of any broker, agent or intermediary, central bank or other commercially prevalent payment or clearing system to deliver to the Custodian’s sub-custodian or agent securities purchased or in the remittance or payment made in connection with securities sold; (vi) any delay or failure of any company, corporation, or other body in charge of registering or transferring securities in the name of the Custodian, any Fund, the Custodian’s sub-custodians, nominees or agents or any consequential losses arising out of such delay or failure to transfer such securities including non-receipt of bonus, dividends and rights and other accretions or benefits; (vii) delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security or Securities System; and (viii) any provision of any present or future law or regulation or order of the United States of America, or any state thereof, or any other country, or political subdivision thereof or of any court of competent jurisdiction.
The Custodian shall be liable to a Fund for the acts or omissions of any sub-custodian selected by the Custodian, whether domestic or foreign (but excluding any Special Sub-Custodian or U.S. sub-custodian designated by a Fund pursuant to Special Instructions or Proper Instructions), to the same extent that the Custodian would be liable to the Fund as if such action or omission was performed by the Custodian itself, taking into account the facts and circumstances and the established local market practices and laws prevailing in the relevant jurisdiction at the time of the action or omission. Notwithstanding the foregoing, the Custodian shall in no event be liable for losses arising from Country Risk or from the insolvency or other financial default with respect to (a) any sub-custodian that is not an affiliate of the Custodian or (b) any depositary bank holding in a deposit account cash denominated in any currency other than an “on book” currency for that market.
If a Fund on behalf of a Portfolio requires the Custodian to take any action with respect to securities, which action involves the payment of money or which action may, in the reasonable opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund or the Portfolio being liable for the payment of money, such Fund on behalf of the Portfolio, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form to be mutually agreed upon between such Fund and Custodian if and when necessary.
If the Custodian, its affiliates, subsidiaries or agents, advances cash or securities for any purpose (including, but not limited to, securities settlements, foreign exchange contracts and assumed settlement, but not including amounts payable to the Custodian pursuant to Section 15 of this Agreement) or in the event that the Custodian or its nominee shall incur or be assessed from a third party any taxes, charges, expenses, assessments, claims or liabilities in connection with the investment activities of a Fund and the Custodian’s related performance of this Agreement, except such as may arise from the Custodian’s or its nominee’s own negligent action, negligent failure to act, fraud, or willful misconduct, any property at any time held for the account of the applicable Portfolio shall be security therefor and should the Fund fail to repay the Custodian promptly, the Custodian shall be entitled to apply available cash and to dispose of such Portfolio’s assets to the extent necessary to obtain reimbursement. In addition, the Custodian may at any time decline to follow Proper Instructions to deliver out cash, securities or other financial assets if the Custodian reasonably determines that, after giving effect to the Proper Instructions, the cash, securities or other financial assets remaining will not have sufficient value fully to secure the Fund’s reimbursement of the relevant advances or other liabilities.
Except as may arise from the Custodian’s own negligence, fraud or willful misconduct, each Fund severally and not jointly shall indemnify and hold the Custodian harmless from and against any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities which may be asserted against the Custodian (a) acting in accordance with any Proper Instruction or Special Instruction including, without limitation, any Proper Instruction with respect to Free Trades including, but not limited to, cost, expense, loss, damage, charge, counsel fee, payment or liability resulting from the Custodian’s reasonable reliance upon information provided by the applicable Fund, such Fund’s counterparty(ies) or the agents of either of them with respect to Fund property released, delivered or purchased pursuant to either of Section 2.2(14) or Section 2.6(7) hereof; (b) for the acts or omissions of any Special Sub-Custodian; or (c) for the acts or omissions of any Local Agent or Pledgee.
None of the parties shall be liable for indirect, special, incidental, punitive or consequential damages. Upon the occurrence of any event that causes or may cause any loss, damage or expense to a Fund, the Custodian shall (i) promptly notify a Fund of the occurrence of such event and (ii) use its commercially reasonable efforts to cause any sub-custodian to use all commercially reasonable efforts and to take all reasonable steps under the circumstances to mitigate the effects of such event and to avoid continuing harm to a Fund.
Section 17.Effective Period, Termination and Amendment
This Agreement shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than sixty (60) days after the date of such delivery or mailing if termination is being sought by a Fund on behalf of a Portfolio and not sooner than one hundred twenty (120) days if termination is being sought by the Custodian; provided, however, that no Fund shall amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of such Fund’s Governing Documents, and further provided, that any Fund on behalf of one or more of the Portfolios may at any time by action of its Board (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement in the event of the appointment of a bankruptcy trustee or a conservator or receiver for the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio.
Upon termination of the Agreement, the applicable Fund on behalf of each applicable Portfolio shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for the transaction costs of delivering out the securities of such applicable Portfolio to the successor custodian appointed pursuant to Section 18 of this Agreement, if any.
In connection with any termination of the Agreement for any reason whatsoever, the parties shall also reasonably cooperate with respect to the development of a transition plan setting forth a reasonable timetable for the transition and describing the parties’ respective responsibilities for transitioning the services back to the Fund or any successor custodian in an orderly and uninterrupted fashion.
If the Custodian is prevented from carrying out its obligations under the Agreement as a result of a Force Majeure Event for a period of 30 days, a Fund may terminate the Agreement by giving the Custodian not less than 30 days' notice, without prejudice to any of the rights of any party accrued prior to the date of termination; provided, however, that if the Force Majeure Event is a regional wide or market wide event that has similarly affected substantially all other providers of services to funds substantially similar to the services provided hereunder in such region or market, the Fund’s termination right shall only arise at such time that two (2) or more of such providers are reasonably able and have begun to recommence the provision of such services. If the Custodian recommences the provision of the affected services in all material respects prior to the exercise by a Fund of its termination right, such termination right shall lapse if the Custodian gives notice to the Fund that it has done so (and it has in fact so recommenced the provision of services) and a Fund has not already provided notice of termination prior to such notice by the Custodian that it has recommenced the services in all material respects.
Section 18.Successor Custodian
If a successor custodian for one or more Portfolios shall be appointed by the applicable Board, the Custodian shall, upon termination and receipt of Proper Instructions, deliver to such successor custodian at the office of the Custodian (or such other location as shall mutually be agreed upon by the Custodian and the applicable Fund on behalf of such Portfolio), duly endorsed and in the form for transfer, all securities, cash, and other assets of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio held in a Securities System or at the Underlying Transfer Agent.
If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of Proper Instructions, deliver at the office of the Custodian (or such other location as shall mutually be agreed upon by the Custodian and the applicable Fund on behalf of such Portfolio) and transfer such securities, funds and other properties in accordance with such resolution.
In the event that no Proper Instructions designating a successor custodian or alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such successor custodian all of the securities of each such Portfolio held in any Securities System or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement.
In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of any Fund to provide Proper Instructions as aforesaid, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.
Section 19.1 New York Law to Apply. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with laws of The State of New York.
Section 19.2 Confidentiality. All information provided under this Agreement by a party (the “Disclosing Party”) to the other party (the “Receiving Party”) regarding the Disclosing Party’s business and operations shall be treated as confidential. All confidential information provided under this Agreement by Disclosing Party shall be used, including disclosure to third parties, by the Receiving Party, or its agents or service providers, solely for the purpose of performing or receiving the services and discharging the Receiving Party’s other obligations under the Agreement or managing the internal business of the Receiving Party and its affiliates, including financial and operational management and reporting, risk management, legal and regulatory compliance and client service management. The foregoing shall not be applicable to any information (a) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (b)
that is independently derived by the Receiving Party without the use of any information provided by the Disclosing Party in connection with this Agreement, (c) that is disclosed to comply with any proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process that is initiated, authorized, or conducted by a court of law, regulatory agency, or other governmental or administrative body with appropriate jurisdiction over either party, (d) that is disclosed as required by operation of law or regulation or as required to comply with the requirements of any market infrastructure that the Disclosing Party or its agents direct the Custodian or its affiliates to employ (or which is required in connection with the holding or settlement of instruments included in the assets subject to this Agreement), or (e) where the party seeking to disclose has received the prior written consent of the party providing the information.Section 19.3 Assignment. This Agreement may not be assigned by (a) any Fund without the written consent of the Custodian or (b) by the Custodian without the written consent of each applicable Fund.
Section 19.4 Interpretive and Additional Provisions. In connection with the operation of this Agreement, the Custodian and each Fund on behalf of each of the Portfolios, may from time to time agree on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement.
Section 19.5 Additional Funds. In the event that any management investment company in addition to those listed on Appendix A hereto desires to have the Custodian render services as custodian under the terms hereof, it shall so notify the Custodian in writing, and if the Custodian agrees in writing to provide such services, such management investment company shall become a Fund hereunder and be bound by all terms and conditions and provisions hereof including, without limitation, the representations and warranties set forth in Section 19.7 below.
Section 19.6 Additional Portfolios. In the event that any Fund establishes one or more series of Shares in addition to those set forth on Appendix A hereto with respect to which it desires to have the Custodian render services as custodian under the terms hereof, it shall so notify the Custodian in writing, and if the Custodian agrees in writing to provide such services, such series of Shares shall become a Portfolio hereunder.
. All references herein to the “Fund” are to each of the management investment companies listed on Appendix A hereto, and each management investment company made subject to this Agreement in accordance with Section 19.5 above, individually, as if this Agreement were between such individual Fund and the Custodian. In the case of a series corporation, trust or other entity, all references herein to the “Portfolio” are to the individual series or portfolio of such corporation, trust or other entity, or to such corporation, trust or other entity on behalf of the individual series or portfolio, as appropriate. Any reference in this Agreement to “the parties” shall mean the Custodian and such other individual Fund as to which the matter pertains. Each Fund hereby represents and warrants that (a) it is duly incorporated or organized and is validly existing in good standing in its jurisdiction of incorporation or organization; (b) it has the requisite power and authority under applicable law and its Governing Documents to enter into and perform this Agreement; (c) all requisite proceedings have been taken to authorize it to enter into and perform this Agreement; (d) this Agreement constitutes its legal, valid, binding and enforceable agreement; and (e) its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Fund or any law or regulation applicable to it. The Custodian hereby represents and warrants that (a) it is duly incorporated or organized and is validly existing in good standing in its jurisdiction of incorporation or organization; (b) it has the requisite power and authority under applicable law and its declaration of trust or other governing documents to enter into and perform this Agreement; (c) all requisite proceedings have been taken to authorize it to enter into and perform this Agreement; (d) this Agreement constitutes its legal, valid, binding and enforceable agreement; and (e) its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Custodian or any law or regulation applicable to it.
The Custodian hereby represents to each of the Funds, on behalf of each of such Fund’s Portfolios, that it (a) has and shall maintain and update a disaster recovery and business continuation plan that is reasonably designed to enable the Custodian to perform its duties and obligations set forth under this Agreement in the event of a significant business disruption affecting the Custodian, including a Force Majeure Event; (b) shall test the operability of such plan at least once every twelve (12) months and revise such plan as Custodian reasonably believes is necessary to ensure that the plan, in general, continues to be reasonably designed to enable the Custodian to perform its duties and obligations as set forth under this Agreement; and (c) shall activate such plan if Custodian reasonably believes (i) an event has occurred which would materially affect the Custodian’s timely discharge of its duties and performance of its obligations under this Agreement and (ii) activation of such plan would allow Custodian to discharge its duties hereunder. The Custodian shall enter into and shall maintain in effect at all times during the term of this Agreement with appropriate parties one or more agreements making reasonable provision for (i) periodic back-up of the computer files and data with respect to the Fund and (ii) emergency use of electronic data processing equipment to provide services under this Agreement. Upon reasonable request, the Custodian shall discuss with the Fund the business continuity/disaster recovery plan of the Custodian. The Custodian represents that its business continuity plan is appropriate for its business as a provider of custodian services to investment companies registered under the 1940 Act.
Section 19.8 Remote Access Services Addendum. The Custodian and each Fund agree to be bound by the terms of the Remote Access Services Addendum hereto.
Section 19.9 Notices. Any notice, instruction or other instrument required to be given hereunder may be delivered in person to the offices of the parties as set forth herein during normal business hours or delivered prepaid registered mail or by telex, cable or telecopy to the parties at the following addresses or such other addresses as may be notified by any party from time to time.
With a copy to: |
The Vanguard Group, Inc. |
400 Devon Park Drive, V26
Wayne, PA 19087
Attention: General Counsel
Telecopy: (610) 669-6600
With a copy to: |
State Street Bank and Trust Company |
Legal Division – Global Services Americas |
One Lincoln Street
Boston, MA 02111
Attention: Senior Vice President
Such notice, instruction or other instrument shall be deemed to have been served in the case of a registered letter at the expiration of five business days after posting, in the case of cable twenty‑four hours after dispatch and, in the case of facsimile, immediately on dispatch and if delivered outside normal business hours it shall be deemed to have been received at the next time after delivery when normal business hours commence and in the case of cable, facsimile or telecopy on the business day after the receipt thereof. Evidence that the notice was properly addressed, stamped and put into the post shall be conclusive evidence of posting.
Section 19.10 Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same Agreement.
Section 19.11 Severability. If any provision or provisions of this Agreement shall be held to be invalid, unlawful or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
Section 19.12 Reproduction of Documents. This Agreement and all schedules, addenda, exhibits, appendices, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto all/each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.
Section 19.13 Shareholder Communications Election. Rule 14b‑2 promulgated under the Securities Exchange Act of 1934, as amended, requires banks which hold securities for the account of customers to respond to requests by issuers of securities for the names, addresses and holdings of beneficial owners of securities of that issuer held by the bank unless the beneficial owner has expressly objected to disclosure of this information. In order to comply with the rule, the Custodian needs each Fund to indicate whether it authorizes the Custodian to provide such Fund’s name, address, and share position to requesting companies whose securities the Fund owns. If a Fund tells the Custodian “no,” the Custodian will not provide this information to requesting companies. If a Fund tells the Custodian “yes” or does not check either “yes” or “no” below, the Custodian is required by the rule to treat the Fund as consenting to disclosure of this information for all securities owned by the Fund or any funds or accounts established by the Fund. For a Fund’s protection, the Rule prohibits the requesting company from using the Fund’s name and address for any purpose other than corporate communications. Please indicate below whether the Fund consents or objects by checking one of the alternatives below.
Section 19.14 Reports.
Upon reasonable request of a Fund, the Custodian shall provide the Fund with a copy of the Custodian’s System and Organization Controls for Service Organizations: Internal Control over Financial Reporting (SOC) 1 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, the Custodian will furnish the Fund a “gap” or “bridge” letter that will address any material changes that might have occurred in the Custodian’s controls covered in the SOC Report from the end of the SOC Report period through a specified requested date. The Custodian shall use commercially reasonable efforts to provide the Fund with such reports as the Fund 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 to the Fund, the Custodian shall also provide to the Fund sub-certifications in connection with Sarbanes-Oxley Act of 2002 certification requirements.
Section 19.15 Opinions. The Custodian shall take all reasonable action, as the Fund with respect to a Portfolio may from time to time request, to obtain from year to year favorable opinions from the Fund’s independent accountants with respect to its activities hereunder in connection with (i) the preparation of any registration statement of a Fund and any other reports required by a governmental agency or regulatory authority with jurisdiction over the Fund, and (ii) the fulfillment by a Fund of any other requirements of a governmental agency or regulatory authority with jurisdiction over the Fund.
Section 19.16 Regulation GG. The Funds are hereby notified that “restricted transactions,” as such term is defined in Section 233.2(y) of Federal Reserve Regulation GG, are prohibited in any dealings with the Custodian pursuant to this Agreement or otherwise between or among any party hereto.
Section 19.17 Portfolio by Portfolio Basis. This Agreement is executed by a Fund with respect to each of its Portfolios and the obligations hereunder are not binding upon any of the directors, officers or shareholders of the Fund individually. Notwithstanding any other provision in this Agreement to the contrary, each and every obligation, liability or undertaking of a particular Portfolio under this Agreement shall constitute solely an obligation, liability or undertaking of, and be binding upon, such particular Portfolio and shall be payable solely from the available assets of such particular Portfolio and shall not be binding upon or affect any assets of any other Portfolio.
Section 19.18 Service level Agreements. The Custodian and the Funds may from time to time agree to document the manner in which they expect to deliver and receive the services contemplated by this Agreement. In such event, each party will perform its obligations in accordance with any service levels that may be agreed upon by the parties in writing from time to time, subject to the terms of this Agreement
Section 19.19 Loan Services Addendum.If a Fund directs the Custodian in writing to perform loan services, the Custodian and the Fund will be bound by the terms of the Loan Services Addendum attached hereto. The Fund shall reimburse Custodian for its fees and expenses related thereto as agreed upon from time to time in writing by the Fund and the Custodian.
[Signature page to follow.]
Signature Page
In Witness Whereof, each of the parties has caused this instrument to be executed in its name and on its behalf by its duly authorized representative as of the date first above-written.
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Each of the Entities Set Forth on Appendix A Hereto |
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By: |
/s/ Pete Mahoney |
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By: |
/s/ Thomas J. Higgins |
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Name: |
Pete Mahoney |
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Name: |
Thomas J. Higgins |
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Title: |
Fund Controller |
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Title: |
Chief Financial Officer |
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Signature Attested to By: |
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State Street Bank and Trust Company |
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By: |
/s/ Matthew J. Kelly |
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By: |
/s/ Andrew Erickson |
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Name: |
Matthew J. Kelly |
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Name: |
Andrew Erickson |
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Title: |
Vice President |
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Title: |
Executive Vice President |
APPENDIX A
Vanguard California Tax-Free Funds
Vanguard California Intermediate-Term Tax-Exempt Fund
Vanguard California Long-Term Tax-Exempt Fund
Vanguard California Municipal Money Market Fund
Vanguard CMT Funds
Vanguard Municipal Cash Management Fund
Vanguard Convertible Securities Fund
Vanguard Convertible Securities Fund
Vanguard Institutional Index Funds
Vanguard Institutional Index Fund
Vanguard Malvern Funds
Vanguard Institutional Intermediate-Term Bond Fund
Vanguard Institutional Short-Term Bond Fund
Vanguard Massachusetts Tax-Exempt Funds
Vanguard Massachusetts Tax-Exempt Fund
Vanguard Municipal Bond Funds
Vanguard High-Yield Tax-Exempt Fund
Vanguard Intermediate-Term Tax-Exempt Fund
Vanguard Limited-Term Tax-Exempt Fund
Vanguard Long-Term Tax-Exempt Fund
Vanguard Municipal Money Market Fund
Vanguard Short-Term Tax-Exempt Fund
Vanguard Tax-Exempt Bond Index Fund
Vanguard New Jersey Tax-Free Funds
Vanguard New Jersey Long-Term Tax-Exempt Fund
Vanguard New Jersey Municipal Money Market Fund
Vanguard New York Tax-Free Funds
Vanguard New York Long-Term Tax-Exempt Fund
Vanguard New York Municipal Money Market Fund
Vanguard Ohio Tax-Free Funds
Vanguard Ohio Long-Term Tax-Exempt Fund
Vanguard Pennsylvania Tax-Free Funds
Vanguard Pennsylvania Long-Term Tax-Exempt Fund
Vanguard Pennsylvania Municipal Money Market Fund
Vanguard Quantitative Funds
Vanguard Growth and Income Fund
Vanguard STAR Funds
Vanguard STAR Fund
Vanguard Variable Insurance Funds
Balanced Portfolio
Diversified Value Portfolio
Equity Index Portfolio
High Yield Bond Portfolio
Mid-Cap Index Portfolio
REIT Index Portfolio
Small Company Growth Portfolio
Vanguard World Fund
Vanguard FTSE Social Index Fund
SCHEDULE A – GLOBAL CUSTODY NETWORK
MARKET |
SUBCUSTODIAN |
ADDRESS |
Albania |
Raiffeisen Bank sh.a. |
Blv. "Bajram Curri" ETC – Kati 14 Tirana, Albania |
Argentina |
Citibank, N.A. |
Bartolome Mitre 530 |
Australia |
The Hongkong and Shanghai Banking Corporation Limited |
HSBC Securities Services Level 3, |
Austria |
Deutsche Bank AG (operating through its Frankfurt branch with support from its Vienna branch) |
Fleischmarkt 1 |
UniCredit Bank Austria AG |
Custody Department / Dept. 8398-TZ Julius Tandler Platz 3 |
|
Bahrain |
HSBC Bank Middle East Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) |
1ST Floor, Bldg. #2505 Road # 2832, Al Seef 428 Kingdom of Bahrain |
Bangladesh |
Standard Chartered Bank |
Silver Tower, Level 7 |
Belgium |
Deutsche Bank AG, Netherlands (operating through its Amsterdam branch with support from its Brussels branch) |
De Entrees 99-197 |
Benin |
via Standard Chartered Bank Côte d’Ivoire S.A., Abidjan, Ivory Coast |
23, Bld de la République |
Bermuda |
HSBC Bank Bermuda Limited |
6 Front Street |
Federation of Bosnia and Herzegovina |
UniCredit Bank d.d. |
Zelenih beretki 24 |
Botswana |
Standard Chartered Bank Botswana Limited |
4th Floor, Standard Chartered House Queens Road |
Brazil |
Citibank, N.A. |
AV Paulista 1111 |
Bulgaria |
Citibank Europe plc, Bulgaria Branch |
Serdika Offices, 10th floor 48 Sitnyakovo Blvd. |
UniCredit Bulbank AD |
7 Sveta Nedelya Square |
|
Burkina Faso |
via Standard Chartered Bank Côte d’Ivoire S.A., Abidjan, Ivory Coast |
23, Bld de la République |
Canada |
State Street Trust Company Canada |
30 Adelaide Street East, Suite 800 Toronto, ON Canada M5C 3G6 |
Chile |
Itaú CorpBanca S.A. |
Presidente Riesco Street # 5537 Floor 18 |
People’s Republic of China |
HSBC Bank (China) Company Limited |
33rd Floor, HSBC Building, Shanghai IFC 8 Century Avenue |
China Construction Bank Corporation |
No.1 Naoshikou Street Chang An Xing Rong Plaza Beijing 100032-33, China |
|
China Connect |
Citibank N.A. |
39/F., Champion Tower 3 Garden Road Central, Hong Kong |
The Hongkong and Shanghai Banking Corporation Limited |
Level 30, |
|
Standard Chartered Bank (Hong Kong) Limited |
15th Floor Standard Chartered Tower 388 Kwun Tong Road |
|
Colombia |
Cititrust Colombia S.A. Sociedad Fiduciaria |
Carrera 9A, No. 99-02 Bogotá DC, Colombia |
Costa Rica |
Banco BCT S.A. |
160 Calle Central Edificio BCT |
Croatia |
Privredna Banka Zagreb d.d. |
Custody Department Radnička cesta 50 |
Zagrebacka Banka d.d. |
Savska 60 |
|
Cyprus |
BNP Paribas Securities Services, S.C.A., Greece (operating through its Athens branch) |
2 Lampsakou Str. |
Czech Republic |
Československá obchodní banka, a.s. |
Radlická 333/150 |
UniCredit Bank Czech Republic and Slovakia, a.s. |
BB Centrum – FILADELFIE Želetavská 1525/1 |
|
Denmark |
Nordea Bank AB (publ), Sweden (operating through its branch, Nordea Danmark, Filial af Nordea Bank AB (publ), Sverige) |
Strandgade 3 |
Skandinaviska Enskilda Banken AB (publ), Sweden (operating through its Copenhagen branch) |
Bernstorffsgade 50 |
|
Egypt |
HSBC Bank Egypt S.A.E. |
6th Floor |
Estonia |
AS SEB Pank |
Tornimäe 2 |
Finland |
Nordea Bank AB (publ), Sweden (operating through its branch, Nordea Bank AB (publ), Finnish branch) |
Satamaradankatu 5 |
Skandinaviska Enskilda Banken AB (publ), Sweden (operating through its Helsinki branch) |
Securities Services Box 630 |
|
France |
Deutsche Bank AG, Netherlands (operating through its Amsterdam branch with support from its Paris branch) |
De Entrees 99-197 |
Republic of Georgia |
JSC Bank of Georgia |
29a Gagarini Str. Tbilisi 0160, Georgia |
Germany |
State Street Bank International GmbH |
Brienner Strasse 59 |
Deutsche Bank AG |
Alfred-Herrhausen-Allee 16-24 |
|
Ghana |
Standard Chartered Bank Ghana Limited |
P. O. Box 768 |
Greece |
BNP Paribas Securities Services, S.C.A. |
2 Lampsakou Str. |
Guinea-Bissau |
via Standard Chartered Bank Côte d’Ivoire S.A., Abidjan, Ivory Coast |
23, Bld de la République |
Hong Kong |
Standard Chartered Bank (Hong Kong) Limited |
15th Floor Standard Chartered Tower 388 Kwun Tong Road |
Hungary |
Citibank Europe plc Magyarországi Fióktelepe |
7 Szabadság tér, Bank Center Budapest, H-1051 Hungary |
UniCredit Bank Hungary Zrt. |
6th Floor Szabadság tér 5-6 |
|
Iceland |
Landsbankinn hf. |
Austurstræti 11 |
India |
Deutsche Bank AG |
Block B1, 4th Floor, Nirlon Knowledge Park |
The Hongkong and Shanghai Banking Corporation Limited |
11F, Building 3, NESCO - IT Park, NESCO Complex, |
|
Indonesia |
Deutsche Bank AG |
Deutsche Bank Building, 4th floor Jl. Imam Bonjol, No. 80 |
Ireland |
State Street Bank and Trust Company, United Kingdom branch |
525 Ferry Road |
Israel |
Bank Hapoalim B.M. |
50 Rothschild Boulevard Tel Aviv, Israel 61000 |
Italy |
Deutsche Bank S.p.A. |
Investor Services |
Ivory Coast |
Standard Chartered Bank Côte d’Ivoire S.A. |
23, Bld de la République |
Japan |
Mizuho Bank, Limited |
Shinagawa Intercity Tower A 2-15-1, Konan, Minato-ku |
The Hongkong and Shanghai Banking Corporation Limited |
HSBC Building |
|
Jordan |
Standard Chartered Bank |
Shmeissani Branch |
Kazakhstan |
JSC Citibank Kazakhstan |
Park Palace, Building A, 41 Kazibek Bi street, |
Kenya |
Standard Chartered Bank Kenya Limited |
Custody Services |
Republic of Korea |
Deutsche Bank AG |
18th Fl., Young-Poong Building 41 Cheonggyecheon-ro |
The Hongkong and Shanghai Banking Corporation Limited |
5F |
|
Kuwait |
HSBC Bank Middle East Limited |
Kuwait City, Sharq Area Abdulaziz Al Sager Street Al Hamra Tower, 37F |
Latvia |
AS SEB banka |
Unicentrs, Valdlauči |
Lithuania |
AB SEB bankas |
Gedimino av. 12 |
Malawi |
Standard Bank Limited |
Kaomba Centre |
Malaysia |
Deutsche Bank (Malaysia) Berhad |
Domestic Custody Services Level 20, Menara IMC |
Standard Chartered Bank Malaysia Berhad |
Menara Standard Chartered 30 Jalan Sultan Ismail |
|
Mali |
via Standard Chartered Bank Côte d’Ivoire S.A., Abidjan, Ivory Coast |
23, Bld de la République |
Mauritius |
The Hongkong and Shanghai Banking Corporation Limited |
6F HSBC Centre 18 CyberCity Ebene, Mauritius |
Mexico |
Banco Nacional de México, S.A. |
3er piso, Torre Norte |
Morocco |
Citibank Maghreb |
Zénith Millénium Immeuble1 Sidi Maârouf – B.P. 40 Casablanca 20190, Morocco |
Namibia |
Standard Bank Namibia Limited |
Standard Bank Center |
Netherlands |
Deutsche Bank AG |
De Entrees 99-197 |
New Zealand |
The Hongkong and Shanghai Banking Corporation Limited |
HSBC House |
Niger |
via Standard Chartered Bank Côte d’Ivoire S.A., Abidjan, Ivory Coast |
23, Bld de la République |
Nigeria |
Stanbic IBTC Bank Plc. |
Plot 1712 Idejo St Victoria Island, |
Norway |
Nordea Bank AB (publ), Sweden (operating through its branch, Nordea Bank AB (publ), filial i Norge) |
Essendropsgate 7 |
Skandinaviska Enskilda Banken AB (publ), Sweden (operating through its Oslo branch) |
P.O. Box 1843 Vika Filipstad Brygge 1 |
|
Oman |
HSBC Bank Oman S.A.O.G. |
2nd Floor Al Khuwair PO Box 1727 PC 111 |
Pakistan |
Deutsche Bank AG |
Unicentre – Unitowers |
Panama |
Citibank, N.A. |
Boulevard Punta Pacifica Torre de las Americas Apartado |
Peru |
Citibank del Perú, S.A. |
Canaval y Moreyra 480 3rd Floor, San Isidro Lima 27, Perú |
Philippines |
Deutsche Bank AG |
Global Transaction Banking Tower One, Ayala Triangle 1226 Makati City, Philippines |
Poland |
Bank Handlowy w Warszawie S.A. |
ul. Senatorska 16 |
Bank Polska Kasa Opieki S.A. |
31 Zwirki I Wigury Street |
|
Portugal |
Deutsche Bank AG, Netherlands (operating through its Amsterdam branch with support from its Lisbon branch) |
De Entrees 99-197 |
Puerto Rico |
Citibank N.A. |
235 Federico Costa Street, Suite 315 San Juan, Puerto Rico 00918 |
Qatar |
HSBC Bank Middle East Limited |
2 Fl Ali Bin Ali Tower Building no.: 150 Airport Road |
Romania |
Citibank Europe plc, Dublin – Romania Branch |
8, Iancu de Hunedoara Boulevard |
Russia |
AO Citibank |
8-10 Gasheka Street, Building 1 |
Saudi Arabia |
HSBC Saudi Arabia |
HSBC Head Office 7267 Olaya - Al Murooj Riyadh 12283-2255 |
Senegal |
via Standard Chartered Bank Côte d’Ivoire S.A., Abidjan, Ivory Coast |
23, Bld de la République |
Serbia |
UniCredit Bank Serbia JSC |
Rajiceva 27-29 |
Singapore |
Citibank N.A. |
3 Changi Business Park Crescent |
United Overseas Bank Limited |
156 Cecil Street |
|
Slovak Republic |
UniCredit Bank Czech Republic and Slovakia, a.s. |
Ŝancová 1/A |
Slovenia |
UniCredit Banka Slovenija d.d. |
Šmartinska 140 |
South Africa |
FirstRand Bank Limited |
Mezzanine Floor |
Standard Bank of South Africa Limited |
3rd Floor, 25 Pixley Ka Isaka Seme St. Johannesburg 2001 |
|
Spain |
Deutsche Bank S.A.E. |
Calle de Rosario Pino 14-16, Planta 1 |
Sri Lanka |
The Hongkong and Shanghai Banking Corporation Limited |
24, Sir Baron Jayatilake Mawatha Colombo 01, Sri Lanka |
Republic of Srpska |
UniCredit Bank d.d. |
Zelenih beretki 24 |
Swaziland |
Standard Bank Swaziland Limited |
Standard House, Swazi Plaza Mbabane, Swaziland H101 |
Sweden |
Nordea Bank AB (publ) |
Smålandsgatan 17 |
Skandinaviska Enskilda Banken AB (publ) |
Sergels Torg 2 |
|
Switzerland |
Credit Suisse (Switzerland) Limited |
Uetlibergstrasse 231 |
UBS Switzerland AG |
Max-Högger-Strasse 80-82 |
|
Taiwan - R.O.C. |
Deutsche Bank AG |
296 Ren-Ai Road |
Standard Chartered Bank (Taiwan) Limited |
168 Tun Hwa North Road |
|
Tanzania |
Standard Chartered Bank (Tanzania) Limited |
1 Floor, International House |
Thailand |
Standard Chartered Bank (Thai) Public Company Limited |
Sathorn Nakorn Tower 14th Floor, Zone B |
Togo |
via Standard Chartered Bank Côte d’Ivoire S.A., Abidjan, Ivory Coast |
23, Bld de la République |
Tunisia |
Union Internationale de Banques |
65 Avenue Bourguiba |
Turkey |
Citibank, A.Ş. |
Tekfen Tower |
Deutsche Bank A.Ş. |
Eski Buyukdere Caddesi Tekfen Tower No. 209 Kat: 17 4 |
|
Uganda |
Standard Chartered Bank Uganda Limited |
5 Speke Road |
Ukraine |
PJSC Citibank |
16-g Dilova St. |
United Arab Emirates Dubai Financial |
HSBC Bank Middle East Limited |
HSBC Securities Services Emaar Square |
United Arab Emirates Dubai International Financial Center |
HSBC Bank Middle East Limited |
HSBC Securities Services Emaar Square |
United Arab Emirates Abu Dhabi |
HSBC Bank Middle East Limited |
HSBC Securities Services Emaar Square |
United Kingdom |
State Street Bank and Trust Company, United Kingdom branch |
525 Ferry Road |
Uruguay |
Banco Itaú Uruguay S.A. |
Zabala 1463 |
Venezuela |
Citibank, N.A. |
Centro Comercial El Recreo Torre Norte, Piso 19 Avenida Casanova Caracas, Venezuela 1050 |
Vietnam |
HSBC Bank (Vietnam) Limited |
Centre Point |
Zambia |
Standard Chartered Bank Zambia Plc. |
Standard Chartered House Cairo Road |
Zimbabwe |
Stanbic Bank Zimbabwe Limited |
3rd Floor Stanbic Centre |
SCHEDULE B – DEPOSITORIES OPERATING IN NETWORK MARKETS
MARKET |
DEPOSITORY |
TYPES OF SECURITIES |
Albania |
Bank of Albania |
Government debt |
Argentina |
Caja de Valores S.A. |
Equities, government and corporate bonds, and corporate money market instruments |
Australia |
Austraclear Limited |
Government securities, corporate bonds, and corporate money market instruments |
Austria |
OeKB Central Securities Depository GmbH |
All securities listed on Wiener Börse AG, the Vienna Stock Exchange (as well as virtually all other Austrian securities) |
Bahrain |
Clearing, Settlement, Depository and Registry System of the Bahrain Bourse |
Equities |
Bangladesh |
Bangladesh Bank |
Government securities |
Central Depository Bangladesh Limited |
Equities and corporate bonds |
|
Belgium |
Euroclear Belgium |
Equities and most corporate bonds |
National Bank of Belgium |
Government securities, corporate bonds, and money market instruments |
|
Benin |
Dépositaire Central – Banque de Règlement |
All securities traded on Bourse Régionale des Valeurs Mobilières, the West African regional exchange, including securities from the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. |
Banque Centrale des Etats d’Afrique de l’Ouest |
Treasury bills and Treasury bonds issued by the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. |
|
Bermuda |
Bermuda Securities Depository |
Equities, corporate bonds |
Federation of Bosnia and Herzegovina |
Registar vrijednosnih papira u Federaciji Bosne i Hercegovine, d.d. |
Equities, corporate bonds, government securities, money market instruments |
Botswana |
Bank of Botswana |
Government debt |
Central Securities Depository Company of Botswana Ltd. |
Equities and corporate bonds |
|
Brazil |
Central de Custódia e de Liquidação Financeira de Títulos Privados (CETIP) |
Corporate debt and money market instruments |
BM&F BOVESPA Depository Services, a department of BM&F BOVESPA S.A. |
Equities and corporate bonds traded on-exchange |
|
Sistema Especial de Liquidação e de Custódia (SELIC) |
Government debt issued by the central bank and the National Treasury |
|
Bulgaria |
Bulgarian National Bank |
Government securities |
Central Depository AD |
Eligible equities and corporate bonds |
|
Burkina Faso |
Dépositaire Central – Banque de Règlement |
All securities traded on Bourse Régionale des Valeurs Mobilières, the West African regional exchange, including securities from the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. |
Banque Centrale des Etats d’Afrique de l’Ouest |
Treasury bills and Treasury bonds issued by the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. |
|
Canada |
The Canadian Depository for Securities Limited |
All book-entry eligible securities, including government securities, equities, corporate bonds, money market instruments, strip bonds, and asset- backed securities |
Chile |
Depósito Central de Valores S.A. |
Government securities, equities, corporate bonds, mortgage-backed securities, and money market instruments |
People’s Republic of China |
China Securities Depository and Clearing Corporation Limited, Shanghai and Shenzhen Branches |
A shares, B shares, Treasury bonds, local government bonds, enterprise bonds, corporate bonds, open and closed-end funds, convertible bonds, and warrants |
China Central Depository and Clearing Co., Ltd. |
Bonds traded through the China Interbank Bond Market (CIBM), including Treasury bonds, local government bonds, policy bank bonds, central bank bills, medium-term notes, commercial paper, enterprise bonds, and commercial bank bonds |
|
Shanghai Clearing House |
Bonds traded through the China Interbank Bond Market (CIBM), including Treasury bonds, local government bonds, policy bank bonds, central bank bills, enterprise bonds, certain issues of medium-term notes, commercial paper, and commercial bank bonds |
|
Colombia |
Depósito Central de Valores |
Securities issued by the central bank and the Republic of Colombia |
Depósito Centralizado de Valores de Colombia S.A. (DECEVAL) |
Equities, corporate bonds, money market instruments |
|
Costa Rica |
Interclear Central de Valores S.A. |
Securities traded on Bolsa Nacional de Valores |
Croatia |
Središnje klirinško depozitarno društvo d.d. |
Eligible equities, corporate bonds, government securities, and corporate money market instruments |
Cyprus |
Central Depository and Central Registry |
Equities, corporate bonds, dematerialized government securities, corporate money market instruments |
Czech Republic |
Centrální depozitář cenných papírů, a.s. |
All dematerialized equities, corporate debt, and government debt, excluding Treasury bills |
Czech National Bank |
Treasury bills |
|
Denmark |
VP Securities A/S |
Equities, government securities, corporate bonds, corporate money market instruments, warrants |
Egypt |
Central Bank of Egypt |
Treasury bills |
Misr for Central Clearing, Depository and Registry S.A.E. |
Eligible equities, corporate bonds, and Treasury bonds |
|
Estonia |
AS Eesti Väärtpaberikeskus |
All registered equity and debt securities |
Finland |
Euroclear Finland |
Equities, corporate bonds, government securities, money market instruments |
France |
Euroclear France |
Government securities, equities, bonds, and money market instruments |
Republic of Georgia |
Georgian Central Securities Depository |
Equities, corporate bonds, and money market instruments |
National Bank of Georgia |
Government securities |
|
Germany |
Clearstream Banking AG, Frankfurt |
Equities, government securities, corporate bonds, money market instruments, warrants, investment funds, and index certificates |
Ghana |
Central Securities Depository (Ghana) Limited |
Government securities and Bank of Ghana securities; equities and corporate bonds |
Greece |
Bank of Greece, System for Monitoring Transactions in Securities in Book-Entry Form |
Government debt |
Hellenic Central Securities Depository |
Eligible listed equities, government debt, and corporate bonds |
|
Guinea-Bissau |
Dépositaire Central – Banque de Règlement |
All securities traded on Bourse Régionale des Valeurs Mobilières, the West African regional exchange, including securities from the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. |
Banque Centrale des Etats d’Afrique de l’Ouest |
Treasury bills and Treasury bonds issued by the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. |
|
Hong Kong |
Central Moneymarkets Unit |
Government debt (i.e., exchange fund bills and notes issued by the HKMA), other private debt, and money market instruments |
Hong Kong Securities Clearing Company Limited |
Securities listed or traded on the Stock Exchange of Hong Kong Limited |
|
Hungary |
KELER Központi Értéktár Zrt. |
Government securities, equities, corporate bonds, and investment fund notes |
Iceland |
Nasdaq verðbréfamiðstöð hf. |
Government securities, equities, corporate bonds, and money market instruments |
India |
Central Depository Services (India) Limited |
Eligible equities, debt securities, and money market instruments |
National Securities Depository Limited |
Eligible equities, debt securities, and money market instruments |
|
Reserve Bank of India |
Government securities |
|
Indonesia |
Bank Indonesia |
Sertifikat Bank Indonesia (central bank certificates), Surat Utang Negara (government debt instruments), and Surat Perbendaharaan Negara (Treasury bills) |
PT Kustodian Sentral Efek Indonesia |
Equities, corporate bonds, and money market instruments |
|
Ireland |
Euroclear UK & Ireland Limited |
GBP- and EUR-denominated money market instruments |
Euroclear Bank S.A./N.V. |
Government securities |
|
Israel |
Tel Aviv Stock Exchange Clearing House Ltd. (TASE Clearing House) |
Government securities, equities, corporate bonds and trust fund units |
Italy |
Monte Titoli S.p.A. |
Equities, corporate debt, government debt, money market instruments, and warrants |
Ivory Coast |
Dépositaire Central – Banque de Règlement |
All securities traded on Bourse Régionale des Valeurs Mobilières, the West African regional exchange, including securities from the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. |
Banque Centrale des Etats d’Afrique de l’Ouest |
Treasury bills and Treasury bonds issued by the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. |
|
Japan |
Bank of Japan – Financial Network System |
Government securities |
Japan Securities Depository Center (JASDEC) Incorporated |
Equities, corporate bonds, and corporate money market instruments |
|
Jordan |
Central Bank of Jordan |
Treasury bills, government bonds, development bonds, and public entity bonds |
Securities Depository Center |
Equities and corporate bonds |
|
Kazakhstan |
Central Securities Depository |
Government securities, equities, corporate bonds, and money market instruments |
Kenya |
Central Bank of Kenya |
Treasury bills and Treasury bonds |
Central Depository and Settlement Corporation Limited |
Equities and corporate debt |
|
Republic of Korea |
Korea Securities Depository |
Equities, government securities, corporate bonds and money market instruments |
Kuwait |
Kuwait Clearing Company KSC |
Money market instruments, equities, and corporate bonds |
Latvia |
Latvian Central Depository |
Equities, government securities, corporate bonds, and money market instruments |
Lebanon |
Banque du Liban |
Government securities and certificates of deposit issued by the central bank |
Custodian and Clearing Center of Financial Instruments for Lebanon and the Middle East (Midclear) S.A.L. |
Equities, corporate bonds and money market instruments |
|
Lithuania |
Central Securities Depository of Lithuania |
All securities available for public trading |
Malawi |
Reserve Bank of Malawi |
Reserve Bank of Malawi bills and Treasury bills |
Malaysia |
Bank Negara Malaysia |
Treasury bills, Bank Negara Malaysia bills, Malaysian government securities, private debt securities, and money market instruments |
Bursa Malaysia Depository Sdn. Bhd. |
Securities listed on Bursa Malaysia Securities Berhad |
|
Mali |
Dépositaire Central – Banque de Règlement |
All securities traded on Bourse Régionale des Valeurs Mobilières, the West African regional exchange, including securities from the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. |
Banque Centrale des Etats d’Afrique de l’Ouest |
Treasury bills and Treasury bonds issued by the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. |
|
Mauritius |
Bank of Mauritius |
Government debt (traded through primary dealers) |
Central Depository and Settlement Co. Limited |
Listed and unlisted equity and debt securities (corporate debt and T-bills traded on the exchange) |
|
Mexico |
S.D. Indeval, S.A. de C.V. |
All securities |
Morocco |
Maroclear |
Eligible listed equities, corporate and government debt, certificates of deposit, commercial paper |
Namibia |
Bank of Namibia |
Treasury bills |
Netherlands |
Euroclear Nederland |
Government securities, equities, corporate bonds, corporate money market instruments, and stripped government bonds |
New Zealand |
New Zealand Central Securities Depository Limited |
Government securities, equities, corporate bonds, and money market instruments |
Niger |
Dépositaire Central – Banque de Règlement |
All securities traded on Bourse Régionale des Valeurs Mobilières, the West African regional exchange, including securities from the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. |
Banque Centrale des Etats d’Afrique de l’Ouest |
Treasury bills and Treasury bonds issued by the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. |
|
Nigeria |
Central Bank of Nigeria |
Treasury bills and government bonds |
Central Securities Clearing System Limited |
Equities and corporate bonds traded on the Nigeria Stock Exchange |
|
Norway |
Verdipapirsentralen |
All listed securities |
Oman |
Muscat Clearing & Depository Company S.A.O.G. |
Equities, corporate bonds, government debt |
Pakistan |
Central Depository Company of Pakistan Limited |
Equities and corporate bonds |
State Bank of Pakistan |
Government securities |
|
Panama |
Central Latinoamericana de Valores, |
Equities, government and corporate debt, commercial paper, short-term securities |
S.A. (LatinClear) |
||
Peru |
CAVALI S.A. Institución de Compensación y Liquidación de Valores |
All securities in book-entry form traded on the stock exchange |
Philippines |
Philippine Depository & Trust Corporation |
Eligible equities and debt |
Registry of Scripless Securities (ROSS) of the Bureau of the Treasury |
Government securities |
|
Poland |
Rejestr Papierów Wartościowych |
Treasury bills |
Krajowy Depozyt Papierów Wartościowych, S.A. |
Equities, corporate bonds, corporate money market instruments, Treasury bonds, warrants, and futures contracts |
|
Portugal |
INTERBOLSA - Sociedad Gestora de Sistemas de Liquidação e de Sistemas Centralizados de Valores Mobiliários, S.A. |
All local Portuguese instruments |
Qatar |
Qatar Central Securities Depository |
Equities, government bonds and Treasury bills listed on the Qatar Exchange |
Romania |
National Bank of Romania |
Treasury bills and bonds |
S.C. Depozitarul Central S.A. |
Bursa de Valori Bucuresti- (Bucharest Stock Exchange-) listed equities, corporate bonds, government bonds, and municipal bonds |
|
Russia |
National Settlement Depository |
Eligible equities, Obligatsii Federal’nogo Zaima (OFZs), and corporate debt denominated in RUB |
Saudi Arabia |
Saudi Arabian Monetary Authority |
Government securities and Saudi government development bonds (SGDBs) |
Securities Depository Center Company |
Equities |
|
Senegal |
Dépositaire Central – Banque de Règlement |
All securities traded on Bourse Régionale des Valeurs Mobilières, the West African regional exchange, including securities from the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. |
Banque Centrale des Etats d’Afrique de l’Ouest |
Treasury bills and Treasury bonds issued by the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. |
|
Serbia |
Central Securities Depository and Clearinghouse |
All instruments |
Singapore |
Monetary Authority of Singapore |
Government securities |
The Central Depository (Pte.) Limited |
Eligible listed equities and eligible private debt traded in Singapore |
|
Slovak Republic |
Centrálny depozitár cenných papierov SR, a.s. |
All dematerialized securities |
Slovenia |
KDD – Centralna klirinško depotna družba d.d. |
All publicly traded securities |
South Africa |
Strate (Pty) Ltd. |
Eligible equities, government securities, corporate bonds, money market instruments, and warrants |
Spain |
IBERCLEAR |
Government securities, equities, warrants, money market instruments, and corporate bonds |
Sri Lanka |
Central Bank of Sri Lanka |
Government securities |
Central Depository System (Pvt) Limited |
Equities and corporate bonds |
|
Republic of Srpska |
Central Registry of Securities in the Republic of Srpska JSC |
Government securities, equities, and corporate and municipal bonds |
Swaziland |
Central Bank of Swaziland |
Treasury bills and Treasury bonds |
Sweden |
Euroclear Sweden |
Government securities, equities, bonds, money market instruments, derivatives, exchange traded funds, and warrants |
Switzerland |
SIX SIS AG |
Government securities, equities, corporate bonds, money market instruments, derivatives, mutual funds, and warrants |
Taiwan - R.O.C. |
Central Bank of the Republic of China (Taiwan) |
Government securities |
Taiwan Depository and Clearing Corporation |
Listed equities, short-term bills, and corporate bonds |
|
Tanzania |
Central Depository System (CDS), a department of the Dar es Salaam Stock Exchange |
Equities and corporate bonds |
Thailand |
Thailand Securities Depository Company Limited |
Government securities, equities and corporate bonds |
Togo |
Dépositaire Central – Banque de Règlement |
All securities traded on Bourse Régionale des Valeurs Mobilières, the West African regional exchange, including securities from the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. |
Banque Centrale des Etats d’Afrique de l’Ouest |
Treasury bills and Treasury bonds issued by the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. |
|
Tunisia |
Tunisie Clearing |
All eligible listed securities |
Turkey |
Central Bank of Turkey |
Government securities |
Central Registry Agency |
Equities, corporate bonds, money market instruments, mutual fund certificates, exchange traded funds |
|
Uganda |
Bank of Uganda |
Treasury bills and Treasury bonds |
Securities Central Depository |
Equities, corporate bonds |
|
Ukraine |
National Depository of Ukraine |
Equities, bonds, and money market instruments |
United Arab Emirates – Abu Dhabi |
Clearing, Settlement, Depository and Registry department of the Abu Dhabi Securities Exchange |
Equities, government securities, and corporate debt |
United Arab Emirates – Dubai Financial Market |
Clearing, Settlement and Depository Division, a department of the Dubai Financial Market |
Equities, government securities, and corporate debt listed on the DFM |
United Arab Emirates – Dubai International Financial Center |
Central Securities Depository, owned and operated by NASDAQ Dubai Limited |
Equities, corporate bonds, and corporate money market instruments |
United Kingdom |
Euroclear UK & Ireland Limited |
GBP- and EUR-denominated money market instruments |
Uruguay |
Banco Central del Uruguay |
Government securities |
Venezuela |
Banco Central de Venezuela |
Government securities |
Vietnam |
Vietnam Securities Depository |
Equities, government bonds, T-bills, corporate bonds, and public fund certificates |
Zambia |
Bank of Zambia |
Treasury bills and Treasury bonds |
LuSE Central Shares Depository Limited |
Treasury bonds, corporate bonds, and equities |
|
Zimbabwe |
Chengetedzai Depository Company Limited |
Equities and corporate bonds |
Reserve Bank of Zimbabwe |
Treasury bills and Treasury bonds |
|
|
|
|
TRANSNATIONAL DEPOSITORIES |
||
Euroclear Bank S.A./N.V. |
Domestic securities from more than 40 markets |
|
Clearstream Banking, S.A. |
Domestic securities from more than 50 markets |
SCHEDULE C – GLOBAL CUSTODY NETWORK PUBLICATIONS
Publication / Type of Information |
Brief Description |
The Guide to Custody in World Markets |
An overview of settlement and safekeeping procedures, custody practices, and foreign investor considerations for the markets in which State Street offers custodial services. |
Global Custody Network Review |
Information relating to Foreign Subcustodians in State Street’s Global Custody Network. The Review stands as an integral part of the materials that State Street provides to its U.S. mutual fund clients to assist them in complying with SEC Rule 17f-5. The Review also gives insight into State Street’s market expansion and Foreign Subcustodian selection processes, as well as the procedures and controls used to monitor the financial condition and performance of our Foreign Subcustodian banks. |
Securities Depository Review |
Custody risk analyses of the Foreign Securities Depositories presently operating in Network markets. This publication is an integral part of the materials that State Street provides to its U.S. mutual fund clients to meet informational obligations created by SEC Rule 17f-7. |
Global Legal Survey |
With respect to each market in which State Street offers custodial services, opinions relating to whether local law restricts:
(x)access of a fund’s independent public accountants to books and records of a Foreign Subcustodian or Foreign Securities System, (xi)a fund’s ability to recover in the event of bankruptcy or insolvency of a Foreign Subcustodian or Foreign Securities System, (xii)a fund’s ability to recover in the event of a loss by a Foreign Subcustodian or Foreign Securities System, and (iv) the ability of a foreign investor to convert cash and cash equivalents to U.S. dollars. |
Subcustodian Agreements |
Copies of the contracts that State Street has entered into with each Foreign Subcustodian that maintains U.S. mutual fund assets in the markets in which State Street offers custodial services. |
Global Market Bulletin |
Information on changing settlement and custody conditions in markets where State Street offers custodial services. Includes changes in market and tax regulations, depository developments, dematerialization information, as well as other market changes that may impact State Street’s clients. |
Foreign Custody Risk Advisories |
For those markets where State Street offers custodial services that exhibit special risks or infrastructures impacting custody, State Street maintains market advisories to highlight those unique market factors which might impact our ability to offer recognized custody service levels. |
Foreign Custody Manager Material Change Notices |
Informational letters and accompanying materials, pursuant to our role as Foreign Custody Manager, confirming State Street’s foreign custody arrangements, including a summary of material changes with Foreign Subcustodians that have occurred during the previous quarter. The notices also identify any material changes in the custodial risks associated with maintaining assets with Foreign Securities Depositories. |
Please contact GlobalMarketInformation@statestreet.com with questions about this document.
The information contained in this document has been carefully researched and is believed to be reliable as of the publication date. Due to the complexities of the markets and changing conditions, however, State Street cannot guarantee that it is complete or accurate in every respect. This document should not be construed or used as a substitute for appropriate legal or investment counsel. Specific advice should be sought on matters relevant to the investment activities of the reader. This application contains proprietary information and is fully protected by relevant copyright laws worldwide.
Copyright 2017 State Street Corporation
www.statestreet.com
SCHEDULE D – SPECIAL SUB-CUSTODIANS
*[None/Name of Special Sub-Custodian(s)]
LOAN SERVICES ADDENDUM
As used in this Addendum, the term “Fund”, in relation to a Loan (as defined below), includes a Portfolio on whose behalf the Fund acts with respect to the Loan.
The following provisions will apply with respect to interests in commercial loans, including loan participations, whether the loans are bilateral or syndicated and whether any obligor is located in or outside of the United States (collectively, “Loans”), made or acquired by a Fund on behalf of one or more of its Portfolios.
Section 1. Payment Custody. If a Fund wishes the Custodian to receive payments directly with respect to a Loan for credit to the bank account maintained by the Custodian for the Fund under the Custodian Agreement,
(a)the Fund will cause the Custodian to be named as the Fund’s nominee for payment purposes under the relevant financing documents, e.g., in the case of a syndicated loan, the administrative contact for the agent bank, and otherwise provide for the payment to the Custodian of the payments with respect to the Loan; and
(b)the Custodian will credit to the bank account maintained by the Custodian for the Fund under the Custodian Agreement any payment on or in respect of the Loan actually received by the Custodian and identified as relating to the Loan, but with any amount credited being conditional upon clearance and actual receipt by the Custodian of final payment.
Section 2. Monitoring. If a Fund wishes the Custodian to monitor payments on and forward notices relating to a Loan,
(a)the Fund will deliver, or cause to be delivered, to the Custodian a schedule identifying the amount and due dates of the scheduled principal payments, the scheduled interest payment dates and related payment amount information, and such other information with respect to the Loan as the Custodian may reasonably require in order to perform its services hereunder (collectively, “Loan Information”) and in such form and format as the Custodian may reasonably request; and
(b)the Custodian will (i) if the amount of a principal, interest, fee or other payment with respect to the Loan is not received by the Custodian on the date on which the amount is scheduled to be paid as reflected in the Loan Information, provide a report to the Fund that the payment has not been received and (ii) if the Custodian receives any consent solicitation, notice of default or similar notice from any syndication agent, lead or obligor on the Loan, undertake reasonable efforts to forward the notice to the Fund.
Section 3. Exculpation of the Custodian.
(a)Payment Custody and Monitoring. The Custodian will have no liability for any delay or failure by the Fund or any third party in providing Loan rmation to the Custodian or for any inaccuracy or incompleteness of any Loan Information. The Custodian will have no obligation to verify, investigate, recalculate, update or otherwise confirm the accuracy or completeness of any Loan Information or other information or notices received by the Custodian in respect of the Loan. The Custodian will be entitled to (i) rely upon the Loan rmation provided to it by or on behalf of the Fund or any other information or notices that the Custodian may receive from time to time from any syndication agent, lead or obligor or any similar party with respect to the Loan and (ii) update its records on the basis of such information or notices as may from time to time be received by the Custodian.
(b)Any Service. The Custodian will have no obligation to (i) determine whether any necessary steps have been taken or requirements have been met for the Fund to have acquired good or record title to a Loan, (ii) ensure that the Fund’s acquisition of the Loan has been authorized by the Fund, (iii) collect past due payments on the Loan, preserve any rights against prior parties, exercise any right or perform any obligation in connection with the Loan (including taking any action in connection with any consent solicitation, notice of default or similar notice received from any syndication agent, lead or obligor on the Loan) or otherwise take any other action to enforce the payment obligations of any obligor on the Loan, (iv) become itself the record title holder of the Loan or (v) make any advance of its own funds with respect to the Loan.
(c)Miscellaneous. The Custodian will not be considered to have been or be charged with knowledge of the sale of a Loan by the Fund, unless and except to the extent that the Custodian shall have received written notice of the sale from the Fund and the proceeds of the sale have been received by the Custodian for credit to the bank account maintained by the Custodian for the Fund under the Custodian Agreement. If any question arises as to the Custodian’s duties under this Addendum, the Custodian may request instructions from the Fund and will be entitled at all times to refrain from taking any action unless it has received Proper Instructions from the Fund. The Custodian will in all events have no liability, risk or cost for any action taken or omitted with respect to the Loan pursuant to Proper Instructions. The Custodian will have no responsibilities or duties whatsoever with respect to the Loan except as are expressly set forth in this Addendum.
FIRST AMENDMENT TO AMENDED AND RESTATED
MASTER CUSTODIAN AGREEMENT
This first amendment dated January __, 2018 (the “Amendment”) to the Amended and Restated Master Custodian Agreement dated September 15, 2017 (the “Agreement”) between State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”), and each management investment company listed on Appendix A thereto (each, a “Fund”). Custodian and each Fund may be referred to individually as a “Party” or collectively as the “Parties”.
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
The Parties hereby amend and restate Appendix A to the Agreement as set forth below:
APPENDIX A
Vanguard California Tax-Free Funds
Vanguard California Intermediate-Term Tax-Exempt Fund
Vanguard California Long-Term Tax-Exempt Fund
Vanguard California Municipal Money Market Fund
VANGUARD CHARLOTTE FUNDS
Vanguard Total International Bond Index Fund
Vanguard CMT Funds
Vanguard Municipal Cash Management Fund
Vanguard Convertible Securities Fund
Vanguard Convertible Securities Fund
Vanguard Fenway Funds
Vanguard PRIMECAP Core Fund
VANGUARD FIXED INCOME SECURITIES
Vanguard Intermediate-Term Investment-Grade Fund
Vanguard Short-Term Investment-Grade Fund
Vanguard High-Yield Corporate Fund
Vanguard Long-Term Investment-Grade Fund
Vanguard Ultra-Short-Term Bond Fund
VANGUARD EXPLORER FUND
Vanguard Explorer Fund
VANGUARD HORIZON FUNDS
Vanguard Global Equity Fund
Vanguard Strategic Equity Fund
Vanguard Strategic Small-Cap Equity Fund
VANGUARD INDEX FUNDS
Vanguard 500 Index Fund
Vanguard Institutional Index Funds
Vanguard Institutional Index Fund
VANGUARD INTERNATIONAL EQUITY INDEX FUNDS
Vanguard Global ex-U.S. Real Estate Index Fund
Vanguard Total World Stock Index Fund
VANGUARD MALVERN FUNDS
Vanguard Institutional Intermediate-Term Bond Fund
Vanguard Institutional Short-Term Bond Fund
Vanguard Capital Value Fund
Vanguard U.S. Value Fund
Vanguard Emerging Markets Bond Fund
Vanguard Short-Term Inflation-Protected Securities Index Fund
Vanguard Massachusetts Tax-Exempt Funds
Vanguard Massachusetts Tax-Exempt Fund
VANGUARD MONTGOMERY FUNDS
Vanguard Market Neutral Fund
VANGUARD MORGAN GROWTH FUND
Vanguard Morgan Growth Fund
Vanguard Municipal Bond Funds
Vanguard High-Yield Tax-Exempt Fund
Vanguard Intermediate-Term Tax-Exempt Fund
Vanguard Limited-Term Tax-Exempt Fund
Vanguard Long-Term Tax-Exempt Fund
Vanguard Municipal Money Market Fund
Vanguard Short-Term Tax-Exempt Fund
Vanguard Tax-Exempt Bond Index Fund
Vanguard New Jersey Tax-Free Funds
Vanguard New Jersey Long-Term Tax-Exempt Fund
Vanguard New Jersey Municipal Money Market Fund
Vanguard New York Tax-Free Funds
Vanguard New York Long-Term Tax-Exempt Fund
Vanguard New York Municipal Money Market Fund
Vanguard Ohio Tax-Free Funds
Vanguard Ohio Long-Term Tax-Exempt Fund
Vanguard Pennsylvania Tax-Free Funds
Vanguard Pennsylvania Long-Term Tax-Exempt Fund
Vanguard Pennsylvania Municipal Money Market Fund
Vanguard Quantitative Funds
Vanguard Growth and Income Fund
VANGUARD SCOTTSDALE FUND
Vanguard Explorer Value Fund
Vanguard Russell 3000 Index Fund
VANGUARD SPECIALIZED FUNDS
Dividend Appreciation Index Fund
Vanguard Energy Fund
Vanguard Health Care Fund
VANGUARD STAR FUNDS
Vanguard STAR Fund
VANGUARD TAX-MANAGED FUNDS
Vanguard Developed Markets Index Fund
VANGUARD TRUSTEES’ EQUITY FUND
Vanguard Alternative Strategies Fund
Vanguard Emerging Markets Select Stock Fund
Vanguard Variable Insurance Funds
Balanced Portfolio
Capital Growth Portfolio
Diversified Value Portfolio
Equity Income Portfolio
Equity Index Portfolio
Growth Portfolio
High Yield Bond Portfolio
Mid-Cap Index Portfolio
REIT Index Portfolio
International Portfolio
Small Company Growth Portfolio
VANGUARD WELLESLEY INCOME FUND
Vanguard Wellesley Income Fund
VANGUARD WHITEHALL FUNDS
Vanguard Emerging Markets Government Bond 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
IN WITNESS WHEREOF, the Parties has caused their duly authorized officers to execute and deliver this Amendment as of the date set forth above.
STATE STREET BANK AND TRUST COMPANY |
|
EACH OF THE OPEN-END MANAGEMENT INVESTMENT COMPANIES LISTED ON APPENDIX A |
|
|
|
|
|
By: /s/Andrew Erickson |
|
By: |
/s/ Thomas J. Higgins |
Name: Andrew Erickson |
|
Name: |
Thomas J. Higgins |
Title: Executive Vice President |
|
Title: |
Chief Financial Officer |
SECOND AMENDMENT TO AMENDED AND RESTATED
MASTER CUSTODIAN AGREEMENT
This second amendment dated April __, 2019 (the “Amendment”) to the Amended and Restated Master Custodian Agreement dated September 15, 2017 (the “Agreement”) between State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”), and each management investment company listed on Appendix A thereto (each, a “Fund”). Custodian and each Fund may be referred to individually as a “Party” or collectively as the “Parties”.
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
The Parties hereby amend and restate Appendix A to the Agreement as set forth below:
APPENDIX A
Vanguard California Tax-Free Funds
Vanguard California Intermediate-Term Tax-Exempt Fund
Vanguard California Long-Term Tax-Exempt Fund
Vanguard California Municipal Money Market Fund
VANGUARD CHARLOTTE FUNDS
Vanguard Total International Bond Index Fund
Vanguard CMT Funds
Vanguard Municipal Cash Management Fund
Vanguard Fenway Funds
Vanguard PRIMECAP Core Fund
VANGUARD FIXED INCOME SECURITIES
Vanguard Intermediate-Term Investment-Grade Fund
Vanguard Short-Term Investment-Grade Fund
Vanguard High-Yield Corporate Fund
Vanguard Long-Term Investment-Grade Fund
Vanguard Ultra-Short-Term Bond Fund
VANGUARD EXPLORER FUND
Vanguard Explorer Fund
VANGUARD HORIZON FUNDS
Vanguard Global Equity Fund
Vanguard Strategic Equity Fund
Vanguard Strategic Small-Cap Equity Fund
VANGUARD INDEX FUNDS
Vanguard 500 Index Fund
Vanguard Institutional Index Funds
Vanguard Institutional Index Fund
VANGUARD INTERNATIONAL EQUITY INDEX FUNDS
Vanguard Global ex-U.S. Real Estate Index Fund
Vanguard Total World Stock Index Fund
VANGUARD MALVERN FUNDS
Vanguard Institutional Intermediate-Term Bond Fund
Vanguard Institutional Short-Term Bond Fund
Vanguard Capital Value Fund
Vanguard U.S. Value Fund
Vanguard Emerging Markets Bond Fund
Vanguard Short-Term Inflation-Protected Securities Index Fund
Vanguard Massachusetts Tax-Exempt Funds
Vanguard Massachusetts Tax-Exempt Fund
VANGUARD MONTGOMERY FUNDS
Vanguard Market Neutral Fund
Vanguard Municipal Bond Funds
Vanguard High-Yield Tax-Exempt Fund
Vanguard Intermediate-Term Tax-Exempt Fund
Vanguard Limited-Term Tax-Exempt Fund
Vanguard Long-Term Tax-Exempt Fund
Vanguard Municipal Money Market Fund
Vanguard Short-Term Tax-Exempt Fund
Vanguard Tax-Exempt Bond Index Fund
Vanguard New Jersey Tax-Free Funds
Vanguard New Jersey Long-Term Tax-Exempt Fund
Vanguard New Jersey Municipal Money Market Fund
Vanguard New York Tax-Free Funds
Vanguard New York Long-Term Tax-Exempt Fund
Vanguard New York Municipal Money Market Fund
Vanguard Ohio Tax-Free Funds
Vanguard Ohio Long-Term Tax-Exempt Fund
Vanguard Pennsylvania Tax-Free Funds
Vanguard Pennsylvania Long-Term Tax-Exempt Fund
Vanguard Pennsylvania Municipal Money Market Fund
Vanguard Quantitative Funds
Vanguard Growth and Income Fund
VANGUARD SCOTTSDALE FUND
Vanguard Explorer Value Fund
Vanguard Russell 3000 Index Fund
VANGUARD SPECIALIZED FUNDS
Dividend Appreciation Index Fund
Vanguard Energy Fund
Vanguard Health Care Fund
VANGUARD STAR FUNDS
Vanguard STAR Fund
VANGUARD TAX-MANAGED FUNDS
Vanguard Developed Markets Index Fund
VANGUARD TRUSTEES’ EQUITY FUND
Vanguard Alternative Strategies Fund
Vanguard Emerging Markets Select Stock Fund
Vanguard Commodity Strategy Fund
Vanguard Variable Insurance Funds
Balanced Portfolio
Capital Growth Portfolio
Diversified Value Portfolio
Equity Income Portfolio
Equity Index Portfolio
Growth Portfolio
High Yield Bond Portfolio
Mid-Cap Index Portfolio
REIT Index Portfolio
International Portfolio
Small Company Growth Portfolio
VANGUARD WELLESLEY INCOME FUND
Vanguard Wellesley Income Fund
VANGUARD WHITEHALL FUNDS
Vanguard Emerging Markets Government Bond 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
IN WITNESS WHEREOF, the Parties has caused their duly authorized officers to execute and deliver this Amendment as of the date set forth above.
STATE STREET BANK AND TRUST COMPANY |
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EACH OF THE OPEN-END MANAGEMENT INVESTMENT COMPANIES LISTED ON APPENDIX A |
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By: /s/ Andrew Erickson |
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By: |
/s/ Thomas J. Higgins |
Name: Andrew Erickson |
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Name: |
Thomas J. Higgins |
Title: Executive Vice President |
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Title: |
Chief Financial Officer
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THIRD AMENDMENT TO AMENDED AND RESTATED
MASTER CUSTODIAN AGREEMENT
This third amendment dated January 3, 2020 (the “Amendment”) to the Amended and Restated Master Custodian Agreement dated September 15, 2017 (the “Agreement”) between State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”), and each management investment company listed on Appendix A thereto (each, a “Fund”). Custodian and each Fund may be referred to individually as a “Party” or collectively as the “Parties.”
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
The Parties hereby amend and restate Appendix A to the Agreement as set forth below:
APPENDIX A
Vanguard California Tax-Free Funds
Vanguard California Intermediate-Term Tax-Exempt Fund
Vanguard California Long-Term Tax-Exempt Fund
Vanguard California Municipal Money Market Fund
VANGUARD CHARLOTTE FUNDS
Vanguard Total International Bond Index Fund
Vanguard Total International Bond II Index Fund
Vanguard CMT Funds
Vanguard Municipal Cash Management Fund
Vanguard Fenway Funds
Vanguard PRIMECAP Core Fund
VANGUARD FIXED INCOME SECURITIES
Vanguard Intermediate-Term Investment-Grade Fund
Vanguard Short-Term Investment-Grade Fund
Vanguard High-Yield Corporate Fund
Vanguard Long-Term Investment-Grade Fund
Vanguard Ultra-Short-Term Bond Fund
VANGUARD EXPLORER FUND
Vanguard Explorer Fund
VANGUARD HORIZON FUNDS
Vanguard Global Equity Fund
Vanguard Strategic Equity Fund
Vanguard Strategic Small-Cap Equity Fund
VANGUARD INDEX FUNDS
Vanguard 500 Index Fund
Vanguard Institutional Index Funds
Vanguard Institutional Index Fund
VANGUARD INTERNATIONAL EQUITY INDEX FUNDS
Vanguard Global ex-U.S. Real Estate Index Fund
Vanguard Total World Stock Index Fund
VANGUARD MALVERN FUNDS
Vanguard Institutional Intermediate-Term Bond Fund
Vanguard Institutional Short-Term Bond Fund
Vanguard Capital Value Fund
Vanguard U.S. Value Fund
Vanguard Emerging Markets Bond Fund
Vanguard Short-Term Inflation-Protected Securities Index Fund
Vanguard Massachusetts Tax-Exempt Funds
Vanguard Massachusetts Tax-Exempt Fund
VANGUARD MONTGOMERY FUNDS
Vanguard Market Neutral Fund
Vanguard Municipal Bond Funds
Vanguard High-Yield Tax-Exempt Fund
Vanguard Intermediate-Term Tax-Exempt Fund
Vanguard Limited-Term Tax-Exempt Fund
Vanguard Long-Term Tax-Exempt Fund
Vanguard Municipal Money Market Fund
Vanguard Short-Term Tax-Exempt Fund
Vanguard Tax-Exempt Bond Index Fund
Vanguard New Jersey Tax-Free Funds
Vanguard New Jersey Long-Term Tax-Exempt Fund
Vanguard New Jersey Municipal Money Market Fund
Vanguard New York Tax-Free Funds
Vanguard New York Long-Term Tax-Exempt Fund
Vanguard New York Municipal Money Market Fund
Vanguard Ohio Tax-Free Funds
Vanguard Ohio Long-Term Tax-Exempt Fund
Vanguard Pennsylvania Tax-Free Funds
Vanguard Pennsylvania Long-Term Tax-Exempt Fund
Vanguard Pennsylvania Municipal Money Market Fund
Vanguard Quantitative Funds
Vanguard Growth and Income Fund
VANGUARD SCOTTSDALE FUND
Vanguard Explorer Value Fund
Vanguard Russell 3000 Index Fund
VANGUARD SPECIALIZED FUNDS
Dividend Appreciation Index Fund
Vanguard Energy Fund
Vanguard Health Care Fund
VANGUARD STAR FUNDS
Vanguard STAR Fund
VANGUARD TAX-MANAGED FUNDS
Vanguard Developed Markets Index Fund
VANGUARD TRUSTEES’ EQUITY FUND
Vanguard Alternative Strategies Fund
Vanguard Commodity Strategy Fund
Vanguard Emerging Markets Select Stock Fund
Vanguard Variable Insurance Funds
Balanced Portfolio
Capital Growth Portfolio
Diversified Value Portfolio
Equity Income Portfolio
Equity Index Portfolio
Growth Portfolio
High Yield Bond Portfolio
Mid-Cap Index Portfolio
Real Estate Index Portfolio
International Portfolio
Small Company Growth Portfolio
VANGUARD WELLESLEY INCOME FUND
Vanguard Wellesley Income Fund
VANGUARD WHITEHALL FUNDS
Vanguard Emerging Markets Government Bond 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
IN WITNESS WHEREOF, the Parties has caused their duly authorized officers to execute and deliver this Amendment as of the date set forth above.
STATE STREET BANK AND TRUST COMPANY |
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EACH OF THE OPEN-END MANAGEMENT INVESTMENT COMPANIES LISTED ON APPENDIX A |
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By: /s/ Andrew Erickson |
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By: |
/s/ John Bendl |
Name: Andrew Erickson |
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Name: |
John Bendl |
Title: Executive Vice President |
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Title: |
Chief Financial Officer |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our report dated December 17, 2020, relating to the financial statements and financial highlights, which appear in Vanguard Explorer Fund’s Annual Report on Form N-CSR for the year ended October 31, 2020. We also consent to the references to us under the headings “Financial Statements”, “Service Providers—Independent Registered Public Accounting Firm” and “Financial Highlights” in such Registration Statement.
/s/PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 23, 2021
VANGUARD FUNDS MULTIPLE CLASS PLAN
I. |
INTRODUCTION |
This Multiple Class Plan (the “Plan”) describes seven separate classes of shares that may be offered by investment company members of The Vanguard Group of Mutual Funds (collectively the “Funds,” individually a “Fund”). The Plan has been adopted pursuant to Rule 18f-3 under the Investment Company Act of 1940 (the “1940 Act”) to allow each Fund to offer multiple classes of shares in a manner permitted by Rule 18f-3, subject to the requirements imposed by the Rule. Each Fund may offer any one or more of the specified classes.
The Plan has been approved by the Board of Directors of The Vanguard Group, Inc. (“VGI”). In addition, the Plan has been adopted by a majority of the Board of Trustees of each Fund (“Fund Board”), including a majority of the Trustees who are not interested persons of each Fund. The classes of shares offered by each Fund are designated in Schedule A hereto, as such Schedule may be amended from time to time.
II. |
SHARE CLASSES |
A Fund may offer any one or more of the following share classes:
Investor Shares
Admiral Shares
Institutional Shares Institutional Plus Shares
Institutional Select Shares ETF Shares
Transition Shares
III. |
DISTRIBUTION, AVAILABILITY AND ELIGIBILITY |
Distribution arrangements for all classes are described below. Distribution arrangements vary by VGI business line depending on the eligibility of the client segments to whom they market. Each Fund retains sole discretion in determining share class availability, and VGI retains discretion in determining whether Fund shares shall be offered either directly or through certain financial intermediaries, or on certain financial intermediary platforms. Eligibility requirements for purchasing shares of each class will differ, as follows:
A. |
Investor Shares |
Investor Shares of actively-managed Funds generally will be available to investors who are not permitted to purchase other classes of shares, subject to the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. It is expected that the minimum investment amount for Investor Shares of actively-managed Funds will normally be lower than the amount required for any other class of shares of such Funds. Investor Shares of actively-managed Funds are typically distributed by all VGI business lines. Investor Shares of index Funds generally will be available to Funds that operate as a Fund-of-Funds and certain retirement plan clients receiving recordkeeping services from VGI.
B. |
Admiral Shares |
Admiral Shares generally will be available to retail, institutional, and other investors who meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. These eligibility requirements may include, but are not limited to the following factors: (i) the total amount invested in the Fund; or (ii) any other factors deemed appropriate by a Fund’s Board. Admiral Shares are typically distributed by all VGI business lines.
C. |
Institutional Shares |
Institutional Shares generally will be available to institutional and other investors who meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. It is expected that the minimum investment amount per account for Institutional Shares will be substantially higher than the amounts required for Investor Shares or Admiral Shares. Institutional Shares are typically distributed by Vanguard’s financial advisory services and institutional business lines.
D. |
Institutional Plus Shares |
Institutional Plus Shares generally will be available to institutional and other investors who meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. It is expected that the minimum investment amount for Institutional Plus Shares will be substantially higher than the amount required for Institutional Shares. Institutional Plus Shares are typically distributed by VGI’s financial advisory services and institutional business lines.
E. |
Institutional Select Shares |
Institutional Select Shares generally will be available to institutional investors who meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. It is expected that the minimum investment amount for Institutional Select Shares will be the highest among all Fund share classes. Institutional Select Shares are typically distributed by VGI’s institutional business line.
F. |
ETF Shares |
A Fund will sell ETF Shares to investors that are (or who purchase through) Authorized Participants, and who generally pay for their ETF shares by depositing a prescribed basket consisting predominantly of securities with the Fund. An Authorized Participant is an institution, usually a broker-dealer, that is a participant in the Depository Trust Company (DTC) and that has executed a Participant Agreement with the Fund’s distributor. Additional eligibility requirements may be specified in Schedule B hereto, as such Schedule may be amended from time to time. Investors who are not Authorized Participants may buy and sell ETF shares through various exchanges and market centers. ETF Shares are typically distributed by all VGI business lines.
G. |
Transition Shares |
Transition Shares generally will be available solely to Funds that operate as Funds-of-Funds and meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. Transition Shares are only internally distributed.
IV. |
SERVICE ARRANGEMENTS |
Shareholders in all share classes will receive a range of shareholder services provided by VGI. These services may include transaction processing and shareholder recordkeeping, as well as the mailing of updated prospectuses, shareholder reports, tax statements, confirmation statements, quarterly portfolio summaries, and other items. Each share class will bear its proportionate share of VGI’s cost of providing such services in accordance with Section VI of the Plan.
V. |
CONVERSION FEATURES |
A. |
Self-Directed Conversions |
1. |
Conversion into Investor Shares, Admiral Shares, Institutional Shares Institutional Plus Shares, and Institutional Select Shares. Shareholders may conduct self-directed conversions from one share class into another share class of the same Fund for which they are eligible. Self-directed conversions may be initiated by the shareholder; however, depending upon the particular share class and the complexity of the shareholder’s accounts, such conversions may require the assistance of a VGI representative. Shareholders may convert from one share class into another share class provided that following the conversion the shareholder meets the then applicable eligibility requirements for the share class into which they are converting. Any such conversion will occur at the respective net asset values of the share classes next calculated after VGI’s receipt of the shareholder’s request in good order. |
2. |
Conversion into ETF Shares. Except as otherwise provided, a shareholder may convert Investor Shares, Admiral Shares, or Institutional Shares into ETF Shares of the same Fund (if available), provided that: (i) the share class out of which the shareholder is converting and the ETF Shares declare and distribute dividends on the same schedule; (ii) the shares to be converted are not held through an employee benefit plan; and (iii) following the conversion, the shareholder will hold ETF Shares through a brokerage account. Any such conversion will occur at the respective net asset values of the share classes next calculated after VGI’s receipt of the shareholder’s request in good order. VGI or the Fund may charge an administrative fee to process conversion transactions. |
B. |
Automatic Conversions |
1. |
Automatic conversion into Admiral Shares. VGI may automatically convert Investor Shares into Admiral Shares of the same Fund (if available), provided that following the conversion the shareholder meets the eligibility requirements for Admiral Shares. Any such conversion will occur at the respective net asset values of the share classes next calculated after VGI’s conversion without the imposition of any charge. Such automatic conversions may occur on a periodic, or one-time basis. Automatic conversions may not apply to certain financial types of accounts (e.g., accounts held through certain intermediaries, or other accounts as may be excluded by VGI management). |
2. |
Automatic conversion into Institutional Shares, Institutional Plus Shares, or Institutional Select Shares. VGI may conduct automatic conversions of any share class into either Institutional Shares, Institutional Plus Shares, or Institutional Select Shares in accordance with then-current eligibility requirements. |
C. |
Involuntary Conversions and Cash Outs |
1. |
Cash Outs. If a shareholder in any class of shares no longer meets the eligibility requirements for such shares, the Fund may, if permitted under applicable law, cash out the shareholder’s remaining account balance. Any such cash out will be preceded by written notice to the shareholder and will be subject to the Fund’s normal redemption fees, if any. |
2. |
Conversion of Admiral Shares, Institutional Shares, and Institutional Plus Shares. If a shareholder no longer meets the eligibility requirements for the share class currently held, the Fund may convert the shareholder’s holdings into the share class for which such shareholder is eligible. Any such conversion will be preceded by written notice to the shareholder, and will occur at the respective net asset values of the share classes without the imposition of any sales load, fee, or other charge. |
3. |
Conversions of Transition Shares. When a Fund that issues Transition Shares has completed the relevant portfolio transition, the Fund will convert the Transition Shares to another share class of the same Fund as appropriate, based on the eligibility requirements of such class as specified in Schedule B hereto, as such Schedule may be amended from time to time. |
VI. |
EXPENSE ALLOCATION AMONG CLASSES |
A. |
Background |
VGI is a jointly-owned subsidiary of the Funds. VGI provides the Funds, on an at-cost basis, virtually all of their corporate management, administrative and distribution services. VGI also may provide investment advisory services on an
at-cost basis to the Funds. VGI was established and operates pursuant to a Funds’ Service Agreement between itself and the Funds (the “Agreement”), and pursuant to certain exemptive orders granted by the U.S. Securities and Exchange Commission (“Exemptive Orders”). VGI’s direct and indirect expenses of providing corporate management, administrative and distribution services to the Funds are allocated among such Funds in accordance with methods specified in the Agreement or such other methods as may be approved by the Board of Directors of VGI (“VGI Board”) as permitted under the Agreement and by the Fund Board.1
B. |
Class Specific Expenses |
1. |
Expenses for Account-Based Services. Expenses associated with VGI’s provision of account-based services to the Funds will be allocated among the share classes of each Fund on the basis of the amount incurred by each such class as follows: |
(a) |
Account maintenance expenses. Expenses associated with the maintenance of investor accounts will be proportionately allocated among each Fund’s share classes based upon a monthly determination of the costs to service each class of shares. Factors considered in this determination are (i) the percentage of total shareholder accounts represented by each class; and (ii) the percentage of total account transactions performed by VGI for each class. |
(b) |
Expenses of special servicing arrangements. Expenses relating to any special servicing arrangements for a specific class will be proportionally allocated among each eligible Fund’s share classes primarily based on their percentage of total shareholder accounts receiving the special servicing arrangements. |
(c) |
Literature production and mailing expenses. Expenses associated with shareholder reports, proxy materials and other literature will be allocated among each Fund’s share classes based upon the number of such items produced and mailed for each class. |
2. |
Other Class Specific Expenses. Expenses for the primary benefit of a particular share class will be allocated to that share class. Such expenses would include any legal fees attributable to a particular class. |
C. |
Fund-Wide Expenses |
1. |
Marketing and Distribution Expenses. Each share class will bear marketing and distribution expenses proportionate to the marketing and distribution expenses of the business lines that distribute that share class. Retail and institutional businesses expenses will be allocated based on the percentage of client accounts in each share class serviced by the respective business. Financial advisory service expenses will be apportioned based on the percentage of assets in each share class. |
Expenses associated with each share class will be allocated only among the Funds that have such share class according to the “Vanguard Modified Formula,” with each share class or each Fund treated as if it were a separate Fund. The Vanguard Modified Formula is set forth in the Agreement and in certain of the SEC Exemptive Orders. This allocation has been deemed an appropriate allocation methodology by each Fund Board under paragraph (c)(1)(v) of Rule 18f-3 under the 1940 Act.
2. |
Asset Management Expenses. Expenses associated with management of a Fund’s assets (including all advisory, tax preparation and custody fees) will be allocated among the Fund’s share classes on the basis of their relative net assets. |
3. |
Other Fund Expenses. Any other Fund expenses not described above will be allocated among the share classes on the basis of their relative net assets. |
Income, gains and losses will be allocated among each Fund’s share classes on the basis of their relative net assets. As a result of differences in allocated expenses, it is expected that the net income of, and dividends payable to, each class of shares will vary. Dividends and distributions paid to each class of shares will be calculated in the same manner, on the same day and at the same time.
Each share class will have: (i) exclusive voting rights on any matter submitted to shareholders that relates solely to its service or distribution arrangements; and (ii) separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of the other class; and (iii) in all other respects the same rights, obligations and privileges as each other, except as described in the Plan.
All material amendments to the Plan must be approved by a majority of the Board
of Trustees of each Fund, including a majority of the Trustees who are not interested persons of the Fund. In addition, any material amendment to the Plan must be approved by the Board of Directors of VGI.
Original Board Approval: July 21, 2000
Last Approved by Board: November 22, 2019
SCHEDULE A
to
VANGUARD FUNDS MULTIPLE CLASS PLAN
Note: Transition Shares, when offered by a Fund, are available for a limited period of time and are then converted into another share class. For this reason, Transition Shares are not shown on Schedule A.
Vanguard FundShare Classes Authorized
Vanguard Admiral Funds
· |
Treasury Money Market FundInvestor |
· |
S&P 500 Value Index FundInstitutional, ETF |
· |
S&P 500 Growth Index FundInstitutional, ETF |
· |
S&P MidCap 400 Index FundInstitutional, ETF |
· |
S&P MidCap 400 Value Index FundInstitutional, ETF |
· |
S&P MidCap 400 Growth Index FundInstitutional, ETF |
· |
S&P SmallCap 600 Index FundInstitutional, ETF |
· |
S&P SmallCap 600 Value Index FundInstitutional, ETF |
· |
S&P SmallCap 600 Growth Index FundInstitutional, ETF |
Vanguard Bond Index Funds
· |
Short-Term Bond Index FundInvestor, Admiral, Institutional, Institutional Plus, ETF |
· |
Intermediate-Term Bond Index FundInvestor, Admiral, Institutional, Institutional |
Plus, ETF
· |
Long-Term Bond Index FundAdmiral, Institutional, Institutional Plus, ETF |
· |
Total Bond Market Index FundInvestor, Admiral, Institutional, Institutional Plus, Institutional Select, ETF |
· |
Total Bond Market II Index FundInvestor, Institutional |
· |
Inflation-Protected Securities FundInvestor, Admiral, Institutional |
Vanguard California Tax-Free Funds
· |
Municipal Money Market FundInvestor |
· |
Intermediate-Term Tax-Exempt FundInvestor, Admiral |
· |
Long-Term Tax-Exempt FundInvestor, Admiral |
Vanguard Charlotte Funds
· |
Total International Bond Index FundInvestor, Admiral, Institutional, |
Institutional Select, ETF
· |
Global Credit Bond FundInvestor, Admiral |
· |
Total International Bond II Index FundInvestor, Admiral, Institutional |
Vanguard Fund |
Share Classes Authorized |
Vanguard Chester Funds
· |
PRIMECAP FundInvestor, Admiral |
· |
Target Retirement Income FundInvestor |
· |
Target Retirement 2010 FundInvestor |
· |
Target Retirement 2015 FundInvestor |
· |
Target Retirement 2020 FundInvestor |
· |
Target Retirement 2025 FundInvestor |
· |
Target Retirement 2030 FundInvestor |
· |
Target Retirement 2035 FundInvestor |
· |
Target Retirement 2040 FundInvestor |
· |
Target Retirement 2045 FundInvestor |
· |
Target Retirement 2050 FundInvestor |
· |
Target Retirement 2055 FundInvestor |
· |
Target Retirement 2060 FundInvestor |
· |
Target Retirement 2065 FundInvestor |
· |
Institutional Target Retirement Income FundInstitutional |
· |
Institutional Target Retirement 2010 FundInstitutional |
· |
Institutional Target Retirement 2015 FundInstitutional |
· |
Institutional Target Retirement 2020 FundInstitutional |
· |
Institutional Target Retirement 2025 FundInstitutional |
· |
Institutional Target Retirement 2030 FundInstitutional |
· |
Institutional Target Retirement 2035 FundInstitutional |
· |
Institutional Target Retirement 2040 FundInstitutional |
· |
Institutional Target Retirement 2045 FundInstitutional |
· |
Institutional Target Retirement 2050 FundInstitutional |
· |
Institutional Target Retirement 2055 FundInstitutional |
· |
Institutional Target Retirement 2060 FundInstitutional |
· |
Institutional Target Retirement 2065 FundInstitutional |
Vanguard Explorer Fund |
Investor, Admiral |
Vanguard Fenway Funds
· |
Equity Income FundInvestor, Admiral |
· |
Growth Equity FundInvestor |
· |
PRIMECAP Core FundInvestor |
Vanguard Fixed Income Securities Funds
· |
Ultra-Short-Term Bond FundInvestor, Admiral |
· |
Real Estate II Index FundInstitutional Plus |
· |
Short-Term Treasury FundInvestor, Admiral |
· |
Short-Term Federal FundInvestor, Admiral |
· |
Short-Term Investment-Grade FundInvestor, Admiral, Institutional |
· |
Intermediate-Term Treasury FundInvestor, Admiral |
· |
Intermediate-Term Investment-Grade FundInvestor, Admiral |
· |
GNMA FundInvestor, Admiral |
Vanguard Fund |
Share Classes Authorized |
· |
Long-Term Treasury FundInvestor, Admiral |
· |
Long-Term Investment-Grade FundInvestor, Admiral |
· |
High-Yield Corporate FundInvestor, Admiral |
Vanguard Horizon Funds
· |
Capital Opportunity FundInvestor, Admiral |
· |
Global Equity FundInvestor |
· |
Strategic Equity FundInvestor |
· |
Strategic Small-Cap Equity FundInvestor |
· |
International Core Stock FundInvestor, Admiral |
Vanguard Index Funds
· |
500 Index FundInvestor, Admiral, Institutional Select, ETF |
· |
Extended Market Index FundInvestor, Admiral, Institutional, Institutional Plus, Institutional Select, ETF |
· |
Growth Index FundInvestor, Admiral, Institutional, ETF |
· |
Large-Cap Index FundInvestor, Admiral, Institutional, ETF |
· |
Mid-Cap Growth Index FundInvestor, Admiral, ETF |
· |
Mid-Cap Index FundInvestor, Admiral, Institutional, Institutional Plus, ETF |
· |
Mid-Cap Value Index FundInvestor, Admiral, ETF |
· |
Small-Cap Growth Index FundInvestor, Admiral, Institutional, ETF |
· |
Small-Cap Index FundInvestor, Admiral, Institutional, Institutional Plus, ETF |
· |
Small-Cap Value Index FundInvestor, Admiral, Institutional, ETF |
· |
Total Stock Market Index FundInvestor, Admiral, Institutional, Institutional Plus, Institutional Select, ETF |
· |
Value Index FundInvestor, Admiral, Institutional, ETF |
Vanguard Institutional Index Funds
· |
Institutional Index FundInstitutional, Institutional Plus |
· |
Institutional Total Stock Market Index FundInstitutional, Institutional Plus |
Vanguard International Equity Index Funds
· |
Emerging Markets Stock Index FundInvestor, Admiral, Institutional, |
Institutional Plus
FTSE Emerging Markets ETF |
ETF |
· |
European Stock Index FundInvestor, Admiral, Institutional, Institutional Plus |
FTSE Europe ETF |
ETF |
· |
FTSE All-World ex US Index FundAdmiral, Institutional, Institutional |
Plus, ETF
· |
Pacific Stock Index FundInvestor, Admiral, Institutional |
FTSE Pacific ETF |
ETF |
· |
Total World Stock Index FundAdmiral, Institutional, ETF |
· |
FTSE All World ex-US Small-Cap Index FundAdmiral, Institutional, ETF |
· |
Global ex-U.S. Real Estate Index FundAdmiral, Institutional, ETF |
Vanguard Fund |
Share Classes Authorized |
Vanguard Malvern Funds
· |
Capital Value FundInvestor |
· |
Short-Term Inflation-Protected Securities |
Index Fund |
Investor, Admiral, Institutional, ETF |
· |
U.S. Value FundInvestor |
· |
Institutional Short-Term Bond FundInstitutional Plus |
· |
Institutional Intermediate-Term Bond FundInstitutional Plus |
· |
Core Bond FundInvestor, Admiral |
· |
Emerging Markets Bond FundInvestor, Admiral |
Vanguard Massachusetts Tax-Exempt Funds
· |
Massachusetts Tax-Exempt FundInvestor |
Vanguard Money Market Funds
· |
Cash Reserves Federal Money Market FundAdmiral |
· |
Federal Money Market FundInvestor |
Vanguard Montgomery Funds
· |
Market Neutral FundInvestor, Institutional |
Vanguard Municipal Bond Funds
· |
Municipal Money Market FundInvestor |
· |
Short-Term Tax-Exempt FundInvestor, Admiral |
· |
Limited-Term Tax-Exempt FundInvestor, Admiral |
· |
Intermediate-Term Tax-Exempt FundInvestor, Admiral |
· |
Long-Term Tax-Exempt FundInvestor, Admiral |
· |
High-Yield Tax-Exempt FundInvestor, Admiral |
· |
Tax-Exempt Bond Index FundAdmiral, ETF |
Vanguard New Jersey Tax-Free Funds
· |
Municipal Money Market FundInvestor |
· |
Long-Term Tax-Exempt FundInvestor, Admiral |
Vanguard New York Tax-Free Funds
· |
Municipal Money Market FundInvestor |
· |
Long-Term Tax-Exempt FundInvestor, Admiral |
Vanguard Ohio Tax-Free Funds
· |
Long-Term Tax-Exempt FundInvestor |
Vanguard Pennsylvania Tax-Free Funds
· |
Municipal Money Market FundInvestor |
· |
Long-Term Tax-Exempt FundInvestor, Admiral |
Vanguard Fund |
Share Classes Authorized |
Vanguard Quantitative Funds
· |
Growth and Income FundInvestor, Admiral |
Vanguard Scottsdale Funds
· |
Short-Term Treasury Index FundInstitutional, Admiral, ETF |
· |
Intermediate-Term Treasury Index FundInstitutional, Admiral, ETF |
· |
Long-Term Treasury Index FundInstitutional, Admiral, ETF |
· |
Short-Term Corporate Bond Index FundInstitutional, Admiral, ETF |
· |
Intermediate-Term Corporate Bond Index FundInstitutional, Admiral, ETF |
· |
Long-Term Corporate Bond Index FundInstitutional, Admiral, ETF |
· |
Mortgage-Backed Securities Index FundInstitutional, Admiral, ETF |
· |
Explorer Value FundInvestor |
· |
Russell 1000 Index FundInstitutional, ETF |
· |
Russell 1000 Value Index FundInstitutional, ETF |
· |
Russell 1000 Growth Index FundInstitutional, ETF |
· |
Russell 2000 Index FundInstitutional, ETF |
· |
Russell 2000 Value Index FundInstitutional, ETF |
· |
Russell 2000 Growth Index FundInstitutional, ETF |
· |
Russell 3000 Index FundInstitutional, ETF |
· |
Total Corporate Bond ETFETF |
· |
Total World Bond ETFETF |
Vanguard Specialized Funds
· |
Energy FundInvestor, Admiral |
· |
Global Capital Cycles FundInvestor |
· |
Health Care FundInvestor, Admiral |
· |
Dividend Growth FundInvestor |
· |
Real Estate Index FundInvestor, Admiral, Institutional, ETF |
· |
Dividend Appreciation Index FundAdmiral, ETF |
· |
Global ESG Select Stock FundInvestor, Admiral |
Vanguard STAR Funds
· |
LifeStrategy Conservative Growth FundInvestor |
· |
LifeStrategy Growth FundInvestor |
· |
LifeStrategy Income FundInvestor |
· |
LifeStrategy Moderate Growth FundInvestor |
· |
STAR FundInvestor |
· |
Total International Stock Index FundInvestor, Admiral, Institutional, |
Institutional Plus, Institutional Select, ETF
Vanguard Tax-Managed Funds
· |
Tax-Managed Balanced FundAdmiral |
· |
Tax-Managed Capital Appreciation FundAdmiral, Institutional |
· |
Developed Markets Index FundInvestor, Admiral, Institutional, Institutional Plus |
FTSE Developed Markets ETF |
ETF |
· |
Tax-Managed Small-Cap FundAdmiral, Institutional |
Vanguard Fund |
Share Classes Authorized |
Vanguard Trustees’ Equity Fund
· |
International Value FundInvestor |
· |
Diversified Equity FundInvestor |
· |
Emerging Markets Select Stock FundInvestor |
· |
Alternative Strategies FundInvestor |
· |
Commodity Strategy FundAdmiral |
Vanguard Valley Forge Funds
· |
Balanced Index FundInvestor, Admiral, Institutional |
· |
Managed Allocation FundInvestor |
Vanguard Variable Insurance Funds
· |
Balanced PortfolioInvestor |
· |
Conservative Allocation PortfolioInvestor |
· |
Diversified Value PortfolioInvestor |
· |
Equity Income PortfolioInvestor |
· |
Equity Index PortfolioInvestor |
· |
Growth PortfolioInvestor |
· |
Global Bond Index PortfolioInvestor |
· |
Total Bond Market Index PortfolioInvestor |
· |
High Yield Bond PortfolioInvestor |
· |
International PortfolioInvestor |
· |
Mid-Cap Index PortfolioInvestor |
· |
Moderate Allocation PortfolioInvestor |
· |
Money Market PortfolioInvestor |
· |
Real Estate Index PortfolioInvestor |
· |
Short-Term Investment Grade PortfolioInvestor |
· |
Small Company Growth PortfolioInvestor |
· |
Capital Growth PortfolioInvestor |
· |
Total International Stock Market Index PortfolioInvestor |
· |
Total Stock Market Index PortfolioInvestor |
Vanguard Wellesley Income Fund |
Investor, Admiral |
Vanguard Wellington Fund
· |
U.S. Liquidity Factor ETFETF |
· |
U.S. Minimum Volatility ETFETF |
· |
U.S. Momentum Factor ETFETF |
· |
U.S. Multifactor ETFETF |
· |
U.S. Multifactor FundAdmiral |
· |
U.S. Quality Factor ETFETF |
· |
U.S. Value Factor ETFETF |
· |
Wellington FundInvestor, Admiral |
Vanguard Fund |
Share Classes Authorized |
Vanguard Whitehall Funds
· |
Selected Value FundInvestor |
· |
Mid-Cap Growth FundInvestor |
· |
International Explorer FundInvestor |
· |
High Dividend Yield Index FundAdmiral, ETF |
· |
Emerging Markets Government |
Bond Index Fund |
Admiral, Institutional, ETF |
· |
Vanguard Global Minimum Volatility FundInvestor, Admiral |
· |
International Dividend Appreciation Index FundAdmiral, ETF |
· |
International High Dividend Yield Index FundAdmiral, ETF |
Vanguard Windsor Funds
· |
Windsor FundInvestor, Admiral |
· |
Windsor II FundInvestor, Admiral |
Vanguard World Fund
· |
Extended Duration Treasury Index FundInstitutional, Institutional Plus, ETF |
· |
FTSE Social Index FundAdmiral, Institutional |
· |
Global Wellesley Income FundInvestor, Admiral |
· |
Global Wellington FundInvestor, Admiral |
· |
International Growth FundInvestor, Admiral |
· |
Mega Cap Index FundInstitutional, ETF |
· |
Mega Cap Growth Index FundInstitutional, ETF |
· |
Mega Cap Value Index FundInstitutional, ETF |
· |
U.S. Growth FundInvestor, Admiral |
· |
Consumer Discretionary Index FundAdmiral, ETF |
· |
Consumer Staples Index FundAdmiral, ETF |
· |
Energy Index FundAdmiral, ETF |
· |
Financials Index FundAdmiral, ETF |
· |
Health Care Index FundAdmiral, ETF |
· |
Industrials Index FundAdmiral, ETF |
· |
Information Technology Index FundAdmiral, ETF |
· |
Materials Index FundAdmiral, ETF |
· |
Communication Services Index FundAdmiral, ETF |
· |
Utilities Index FundAdmiral, ETF |
· |
ESG U.S. Stock ETFETF |
· |
ESG International Stock ETFETF |
· |
ESG U.S. Corporate Bond ETFETF |
Original Board Approval: July 21, 2000
Last Updated: February 1, 2021
SCHEDULE B
to
VANGUARD FUNDS MULTIPLE CLASS PLAN
VGI has policies and procedures designed to ensure consistency and compliance with the offering of multiple classes of shares within this Multiple Class Plan’s eligibility requirements.2 These policies are reviewed and monitored on an ongoing basis in conjunction with VGI’s Compliance Department.
Investor Shares - Eligibility Requirements
Investor Shares generally require a minimum initial investment and ongoing account balance of $3,000 ($50,000 for Vanguard Treasury Money Market Fund). Personal Advisor Services clients, clients investing through financial intermediaries, and institutional clients may hold Investor Shares without restriction in Funds that do not offer Admiral Shares. Investor Shares of index Funds generally are available only to Funds that operate as a Fund-of-Funds and certain retirement plan clients receiving recordkeeping services from VGI. A Vanguard Fund may, from time to time, establish higher or lower minimum amounts for Investor Shares. Each Fund and VGI also reserve the right to establish higher or lower minimum amounts for certain investors or a group of investors.
Financial intermediaries that serve as mutual fund supermarkets may only invest in Investor Shares of Funds in which Investor Shares are available and may not invest in other share classes of such Funds.3 Mutual fund supermarket means a program or platform offered by a financial intermediary through which such intermediary’s retail clients may purchase and sell mutual funds offered by a variety of independent fund families on a self-directed basis without advice or recommendation from a financial advisor or broker. This definition may be changed or amended at any time and without prior notice as may be determined in the discretion of VGI management. Nothing in the definition of mutual fund supermarket should be construed to prohibit Vanguard Brokerage Services from offering the Funds’ other share classes to its eligible clients.
Admiral Shares – Eligibility Requirements
Admiral Shares generally are intended for clients who meet the required minimum initial investment and ongoing account balance of $3,000 for retail clients in index Funds and $50,000 for retail clients in actively-managed Funds. Personal Advisor Services clients, clients investing through financial intermediaries and institutional clients may hold Admiral Shares of both index and actively-managed Funds without restriction. Funds may, from time to time, establish higher or lower minimum amounts for Admiral Shares, and each Fund and VGI reserve the right to establish higher or lower minimum amounts for certain investors or a group of investors. Admiral Share class eligibility also is subject to the following rule:
· |
Certain Retirement Plans – Admiral Shares of actively-managed Funds generally are not available for SIMPLE IRAs and Vanguard Individual 401(k) Plans.4 |
· |
Mutual Fund Supermarkets – Admiral Shares are not available to mutual fund supermarkets, except where a Fund does not have Investor Shares. |
Institutional Shares – Eligibility Requirements
Institutional Shares generally require a minimum initial investment and ongoing account balance of
$5,000,000. However, each Fund and VGI also reserve the right to establish higher or lower minimum amounts for certain investors or a group of investors.
Institutional Share class eligibility also is subject to the following special rules:
· |
Retail clients. Retail clients may hold Institutional Shares by aggregating up to 3 accounts held by the same client (same tax I.D. number) in a single Fund. |
· |
Financial intermediary clients. Financial intermediaries generally may hold Institutional Shares for the benefit of their underlying clients provided that: |
(1) |
each underlying investor individually meets the investment minimum amount described above; and |
(2) |
the financial intermediary agrees to monitor ongoing compliance of the underlying investor accounts with the investment minimum amount; or |
|
(3) |
an arrangement is established between VGI and the financial intermediary to allow VGI to monitor compliance with the eligibility requirements. |
|
Home office model portfolios offered on wealth management platforms administered by financial intermediaries5 may offer Institutional Shares, provided:
(4) |
the financial intermediary in aggregate at the firm level, excluding custody assets, has total assets of at least $25 billion invested in Vanguard; and |
|
(5) |
the financial intermediary in aggregate at the firm level, excluding custody assets, meets the investment minimum of Institutional Shares for the Fund. |
|
A home office model portfolio must meet the following criteria:
(6) |
the allocations and Funds used in the model portfolios on the platform are set and selected by the financial intermediary (i.e., the firm itself); |
|
(7) |
the allocations and Funds used in the model portfolios on the platform are not subject to change by individual financial advisors; and |
|
(8) |
an arrangement is established between VGI and the financial intermediary to allow VGI to monitor compliance with the eligibility requirements. |
|
· |
Institutional clients. An institutional client may hold Institutional Shares if the total amount aggregated among all accounts held by such a client (including accounts held through financial intermediaries) and invested in the Fund is at least $5 million (or such higher minimum required by the individual Fund). Such an institutional client must disclose to VGI on behalf of its accounts the following: (1) that the client acts as a common-decision maker6 for each account; and (2) the total balance in each account in the Fund. |
Trust/Fund |
Corresponding Fund |
Vanguard Institutional Total Stock Market Index Trust |
Vanguard Total Stock Market Index Fund |
Vanguard Institutional Total Stock Market Index Trust |
Vanguard Institutional Total Stock Market Index Fund |
Vanguard Institutional Total Bond Market Index Trust |
Vanguard Total Bond Market Index Fund |
Vanguard Institutional Total International Stock Market Index Trust |
Vanguard Total International Stock Market Index Fund |
Vanguard Institutional 500 Index Trust |
Vanguard Institutional Index Fund |
Vanguard Institutional 500 Index Trust |
Vanguard 500 Index Fund |
Vanguard Institutional Extended Market Index Trust |
Vanguard Extended Market Index Fund |
Vanguard Employee Benefit Index Fund |
Vanguard Institutional Index Fund |
Vanguard Employee Benefit Index Fund |
Vanguard 500 Index Fund |
Vanguard Russell 1000 Growth Index Trust |
Vanguard Russell 1000 Growth Index Fund |
Vanguard Russell 1000 Value Index Trust |
Vanguard Russell 1000 Value Index Fund |
Vanguard Russell 2000 Growth Index Trust |
Vanguard Russell 2000 Growth Index Fund |
Vanguard Russell 2000 Value Index Trust |
Vanguard Russell 2000 Value Index Fund |
Vanguard Target Retirement Trust |
Vanguard Institutional Target Retirement Fund (full suite) |
· |
Investment by Vanguard Target Retirement Collective Trust. A Vanguard Target Retirement Trust that is a collective trust exempt from regulation under the Investment Company Act and that seeks to achieve its investment objective by investing in underlying Funds (a “TRT”) may hold Institutional Shares of an underlying Fund whether or not its investment meets the minimum investment threshold specified above. |
· |
Accumulation Period ¾ Accounts funded through regular contributions (e.g., employer sponsored participant contribution plans), whose assets are expected to quickly achieve eligibility levels, may qualify for Institutional Shares upon account creation, rather than undergoing the conversion process shortly after account set-up if VGI management determines that the account will become eligible for Institutional Shares within a limited period of time (generally 90 days). The accumulation period eligibility is subject to the discretion of VGI management. |
Institutional Plus Shares - Eligibility Requirements
Institutional Plus Shares generally require a minimum initial investment and ongoing account balance of
$100,000,000. However, each Fund and VGI also reserve the right to establish higher or lower minimum amounts for certain investors or a group of investors. Institutional Plus Share class eligibility also is subject to the following special rules:
· |
Retail clients. Retail clients may hold Institutional Plus Shares by aggregating up to 3 accounts held by the same client (same tax I.D. number) in a single Fund. For purposes of this rule, VGI management is authorized to permit aggregation of a greater number of accounts in the case of clients whose aggregate assets within the Funds are expected to generate substantial economies in the servicing of their accounts. |
· |
Institutional clients. An institutional client may hold Institutional Plus Shares if the total amount aggregated among all accounts held by such client (including accounts held through financial intermediaries) and invested in the Fund is at least $100 million (or such higher or lower minimum required by the individual Fund). Such an institutional client must disclose to VGI on behalf of its accounts the following: (1) that the client acts as a common-decision maker for each account; and |
(2) the total balance in each account held in the Fund.
· |
Institutional clients with assets in certain Vanguard collective investment trusts and Funds. Institutional clients with assets in the following collective investment trusts and Funds may aggregate such assets with assets invested in the corresponding Funds listed below in the right column (“Corresponding Funds”) for purposes of meeting the investment minimum for Institutional Plus Shares of the Corresponding Funds. |
Trust/Fund |
Corresponding Fund |
Vanguard Institutional Total Stock Market Index Trust |
Vanguard Total Stock Market Index Fund |
Vanguard Institutional Total Stock Market Index Trust |
Vanguard Institutional Total Stock Market Index Fund |
Vanguard Institutional Total Bond Market Index Trust |
Vanguard Total Bond Market Index Fund |
Vanguard Institutional Total International Stock Market Index Trust |
Vanguard Total International Stock Market Index Fund |
Vanguard Institutional 500 Index Trust |
Vanguard Institutional Index Fund |
Vanguard Institutional 500 Index Trust |
Vanguard 500 Index Fund |
Vanguard Institutional Extended Market Index Trust |
Vanguard Extended Market Index Fund |
Vanguard Employee Benefit Index Fund |
Vanguard Institutional Index Fund |
Vanguard Employee Benefit Index Fund |
Vanguard 500 Index Fund |
Vanguard Russell 1000 Growth Index Trust |
Vanguard Russell 1000 Growth Index Fund |
Vanguard Russell 1000 Value Index Trust |
Vanguard Russell 1000 Value Index Fund |
Vanguard Russell 2000 Growth Index Trust |
Vanguard Russell 2000 Growth Index Fund |
Vanguard Russell 2000 Value Index Trust |
Vanguard Russell 2000 Value Index Fund |
Vanguard Target Retirement Trust |
Vanguard Institutional Target Retirement Fund (full suite) |
· |
Financial intermediary clients. Financial intermediaries generally may hold Institutional Plus Shares for the benefit of their underlying clients provided that: |
(9) |
each underlying investor individually meets the investment minimum amount described above; and |
(10) |
the financial intermediary agrees to monitor ongoing compliance of the underlying investor accounts with the investment minimum amount; or |
|
(11) |
an arrangement is established between VGI and the financial intermediary to allow VGI to monitor compliance with the eligibility requirements. |
|
Home office model portfolios offered on wealth management platforms administered by financial intermediaries may offer Institutional Plus Shares, provided:
(12) |
the financial intermediary in aggregate at the firm level, excluding custody assets, has total assets of at least $25 billion invested in Vanguard; and |
|
(13) |
the financial intermediary in aggregate at the firm level, excluding custody assets, meets the investment minimum of Institutional Plus Shares for the Fund. |
|
A home office model portfolio must meet the following criteria:
(14) |
the allocations and Funds used in the model portfolios on the platform are set and selected by the financial intermediary (i.e., the firm itself); |
|
(15) |
the allocations and Funds used in the model portfolios on the platform are not subject to change by individual financial advisors; and |
|
(16) |
an arrangement is established between VGI and the financial intermediary to allow VGI to monitor compliance with the eligibility requirements. |
|
· |
Accumulation Period - Accounts funded through regular contributions (e.g., employer sponsored participant contribution plans), whose assets are expected to quickly achieve eligibility levels, may qualify for Institutional Plus Shares upon account creation, rather than undergoing the conversion process shortly after account set-up if VGI management determines that the account will become eligible for Institutional Plus Shares within a limited period of time (generally 90 days). The accumulation period eligibility is subject to the discretion of VGI management. |
· |
Asset Allocation Models - Clients with defined asset allocation models whose assets meet eligibility requirements may qualify for Institutional Plus Shares if such models comply with policies and procedures that have been approved by VGI management. |
Institutional Select Shares - Eligibility Requirements
Institutional Select Shares generally require a minimum initial investment and ongoing account balance of $3,000,000,000. However, each Fund and VGI also reserve the right to establish higher or lower minimum amounts for certain investors or a group of investors. Institutional Select Share class eligibility also is subject to the following special rules:
· |
Institutional clients. An institutional client may hold Institutional Select Shares if the total amount aggregated among all accounts held by such client (including accounts held through financial intermediaries) and invested in the Fund is at least $3 billion (or such higher or lower minimum required by the individual Fund). Such an institutional client must disclose to VGI on behalf of its accounts the following: (1) the client acts as a common-decision maker for each account; and (2) the total balance in each account in the Fund. |
· |
Financial intermediary clients. Financial intermediaries generally may hold Institutional Select Shares for the benefit of their underlying clients provided that: |
(17) |
each underlying investor individually meets the investment minimum amount described above; and |
(18) |
the financial intermediary agrees to monitor ongoing compliance of the underlying investor accounts with the investment minimum amount; or |
|
(19) |
an arrangement is established between VGI and the financial intermediary to allow VGI to monitor compliance with the eligibility requirements. |
|
· |
Accumulation Period - Accounts funded through regular contributions (e.g. employer sponsored participant contribution plans), whose assets are expected to quickly achieve eligibility levels, may qualify for Institutional Select Shares upon account creation, rather than undergoing the conversion process shortly after account set-up, if VGI management determines that the account will become eligible for Institutional Select Shares within a limited period of time (generally 90 days). The accumulation period eligibility is subject to the discretion of VGI management. |
· |
Investment by VGI collective investment trusts with a similar mandate. A VGI collective investment trust exempt from regulation under the Investment Company Act and that seeks to achieve its investment objective by investing in an underlying Fund with an index-based mandate may hold Institutional Select Shares of an underlying Fund with a similar index-based mandate whether or not its investment meets the minimum investment threshold specified above. |
ETF Shares – Eligibility Requirements
The eligibility requirements for ETF Shares will be set forth in the Fund’s registration statement. To be eligible to purchase ETF Shares directly from a Fund, an investor must be (or must purchase through) an Authorized Participant, as defined in Paragraph III.F of the Multiple Class Plan. Investors purchasing ETF Shares from a Fund must purchase a minimum number of shares, known as a Creation Unit. The number of ETF Shares in a Creation Unit may vary from Fund to Fund, and will be set forth in the relevant Fund’s prospectus. The value of a Fund’s Creation Unit will vary with the net asset value of the
Fund’s ETF Shares, but is expected to be several million dollars. An eligible investor generally must purchase a Creation Unit by depositing a prescribed basket consisting predominantly of securities with the Fund.
Transition Shares – Eligibility Requirements
Transition Shares will be offered only to Funds that operate as a Fund-of-Funds and only by an underlying Fund (i) that is receiving assets in kind from one or more Funds and (ii) that will “transition” those in-kind assets by selling some or all of them and using the proceeds to purchase different assets.
There is no minimum investment amount for Transition Shares.
Original Board Approval: July 21, 2000
Last Approved by Board: July 24, 2020
|
11 |
In accordance with the methods set out in the Agreement and VGI Board and Fund Board approved methods, the expenses that would otherwise have been allocated to each Fund that operates as a Fund-of-Funds are reallocated to the approved share class of the underlying Funds in the Fund-of-Funds’ portfolio on a pro rata basis based on the Fund-of-Fund’s relative net assets invested in the underlying Fund’s share class. |
22 |
The eligibility of a Fund that operates as a Fund-of-Funds to invest in a particular share class of an underlying Fund is determined by VGI and the Fund Board. |
33 |
Admiral Shares of the Vanguard Cash Reserves Federal Money Market Fund are available to financial intermediaries that serve as mutual fund supermarkets. |
44 |
Admiral Share classes of all Funds are available to 403(b) plan participants in Vanguard’s Retail 403(b) business, which is serviced by The Newport Group. Admiral Shares of the Vanguard Cash Reserves Federal Money Market Fund are available to SIMPLE IRAs and Vanguard Individual 401(k) Plans. |
66 |
For purposes of this Schedule B, a common-decision maker includes, but is not limited to, a corporate entity that controls multiple pools of assets invested in a Fund. For example, a corporate entity that acts as a plan sponsor for a retirement plan may have one or more investment committees or boards of trustees overseeing both the retirement plan account as well as other accounts invested in the Fund. In this case, the corporate entity would be considered a common-decision maker for each account where there is a common membership across each investment committee or governing body making investment decisions for each account. Common-decision makers do not include financial intermediaries. |
1
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Label | Element | Value |
---|---|---|
Risk Return Abstract | rr_RiskReturnAbstract | |
Document Type | dei_DocumentType | 485BPOS |
Period End Date | dei_DocumentPeriodEndDate | Oct. 31, 2020 |
Registrant Name | dei_EntityRegistrantName | VANGUARD EXPLORER FUND |
CIK | dei_EntityCentralIndexKey | 0000034066 |
Amendment Flag | dei_AmendmentFlag | false |
Document Created Date | dei_DocumentCreationDate | Feb. 26, 2021 |
Document Effective Date | dei_DocumentEffectiveDate | Feb. 26, 2021 |
Prospectus Date | rr_ProspectusDate | Feb. 26, 2021 |
Entity Inv Company Type | dei_EntityInvCompanyType | N-1A |
Feb. 26, 2021 |
---|
Vanguard Explorer Fund |
<span style="color:#000000;font-family:Arial;font-size:13pt;font-weight:bold;margin-left:0%;">Fund Summary</span> |
<span style="color:#000000;font-family:Arial;font-size:10pt;font-weight:bold;margin-left:0%;">Investment Objective</span> |
The Fund seeks to provide long-term capital appreciation. |
<span style="color:#000000;font-family:Arial;font-size:10pt;font-weight:bold;margin-left:0%;">Fees and Expenses</span> |
The following table describes the fees and expenses you may pay if you buy, hold, and sell Investor Shares or Admiral Shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and example below. |
<span style="color:#000000;font-family:Arial;font-size:8.5pt;font-weight:bold;margin-left:0%;">Shareholder Fees</span> <br/><span style="color:#000000;font-family:Arial;font-size:8.5pt;">(Fees paid directly from your investment)</span> |
<span style="color:#000000;font-family:Arial;font-size:8.5pt;font-weight:bold;margin-left:0%;">Annual Fund Operating Expenses</span> <br/><span style="color:#000000;font-family:Arial;font-size:8.5pt;">(Expenses that you pay each year as a percentage of the value of your investment)</span> |
<span style="color:#000000;font-family:Arial;font-size:9.5pt;margin-left:0%;">Examples</span> |
The following examples are intended to help you compare the cost of investing in the Fund’s Investor Shares or Admiral Shares with the cost of investing in other mutual funds. They illustrate the hypothetical expenses that you would incur over various periods if you were to invest $10,000 in the Fund's shares. These examples assume that the shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you were to redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be: |
<span style="color:#000000;font-family:Arial;font-size:9.5pt;margin-left:0%;">Portfolio Turnover</span> |
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense examples, reduce the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was % of the average value of its portfolio. |
<span style="color:#000000;font-family:Arial;font-size:10pt;font-weight:bold;margin-left:0%;">Principal Investment Strategies</span> |
The Fund invests mainly in the stocks of small and mid-size companies. These companies tend to be unseasoned but are considered by the Fund’s advisors to have superior growth potential. Also, these companies often provide little or no dividend income. The Fund uses multiple investment advisors. Each advisor independently selects and maintains a portfolio of common stocks for the Fund. |
<span style="color:#000000;font-family:Arial;font-size:10pt;font-weight:bold;margin-left:0%;">Principal Risks</span> |
An investment in the Fund could lose money over short or long periods of time.You should expect the Fund's share price and total return to fluctuate within a wide range. The Fund is subject to the following risks, which could affect the Fund's performance:• Stock market risk , which is the chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices.• Investment style risk , which is the chance that returns from small- and mid- capitalization growth stocks will trail returns from the overall stock market. Historically, small- and mid-cap stocks have been more volatile in price than the large-cap stocks that dominate the overall market, and they often perform quite differently. The stock prices of small and mid-size companies tend to experience greater volatility because, among other things, these companies tend to be more sensitive to changing economic conditions.• Manager risk , which is the chance that poor security selection will cause the Fund to underperform relevant benchmarks or other funds with a similar investment objective. In addition, significant investments in the industrials and information technology sectors subject the Fund to proportionately higher exposure to the risks of these sectors.An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. |
<span style="color:#000000;font-family:Arial;font-size:10pt;font-weight:bold;margin-left:0%;">Annual Total Returns</span> |
The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund‘s Investor Shares has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the share classes presented compare with those of a relevant market index and another comparative index, which have investment characteristics similar to those of the Fund. Keep in mind that the Fund's past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447. |
<span style="color:#000000;font-family:Arial;font-size:8pt;font-weight:bold;">Annual Total Returns — Vanguard Explorer Fund Investor Shares</span> |
During the periods shown in the bar chart, the highest and lowest returns for a calendar quarter were: |
<span style="color:#000000;font-family:Arial;font-size:8.5pt;font-weight:bold;">Average Annual Total Returns for Periods Ended December 31, 2020</span> |
Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are shown only for the Investor Shares and may differ for each share class. After-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder. |
Shareholder Fees - Vanguard Explorer Fund |
Feb. 26, 2021
USD ($)
|
---|---|
Investor Shares | |
Shareholder Fees: | |
Sales Charge (Load) Imposed on Purchases | none |
Purchase Fee | none |
Sales Charge (Load) Imposed on Reinvested Dividends | none |
Redemption Fee | none |
Account Service Fee Per Year (for certain fund account balances below $10,000) | $ 20 |
Admiral Shares | |
Shareholder Fees: | |
Sales Charge (Load) Imposed on Purchases | none |
Purchase Fee | none |
Sales Charge (Load) Imposed on Reinvested Dividends | none |
Redemption Fee | none |
Account Service Fee Per Year (for certain fund account balances below $10,000) | $ 20 |
Annual Fund Operating Expenses - Vanguard Explorer Fund |
Feb. 26, 2021 |
---|---|
Investor Shares | |
Operating Expenses: | |
Management Fees | 0.40% |
12b-1 Distribution Fee | none |
Other Expenses | 0.01% |
Total Annual Fund Operating Expenses | 0.41% |
Admiral Shares | |
Operating Expenses: | |
Management Fees | 0.29% |
12b-1 Distribution Fee | none |
Other Expenses | 0.01% |
Total Annual Fund Operating Expenses | 0.30% |
Expense Example - Vanguard Explorer Fund |
Investor Shares
1 Year
|
Investor Shares
3 Years
|
Investor Shares
5 Years
|
Investor Shares
10 Years
|
Admiral Shares
1 Year
|
Admiral Shares
3 Years
|
Admiral Shares
5 Years
|
Admiral Shares
10 Years
|
---|---|---|---|---|---|---|---|---|
USD ($) | 42 | 132 | 230 | 518 | 31 | 97 | 169 | 381 |
Annual Total Returns[BarChart] - Vanguard Explorer Fund - Investor Shares |
2011 |
2012 |
2013 |
2014 |
2015 |
2016 |
2017 |
2018 |
2019 |
2020 |
---|---|---|---|---|---|---|---|---|---|---|
Total | (1.72%) | 15.07% | 44.59% | 4.08% | (4.22%) | 12.47% | 23.10% | (2.39%) | 31.40% | 31.48% |
Average Annual Total Returns - Vanguard Explorer Fund |
Investor Shares
1 Year
|
Investor Shares
5 Years
|
Investor Shares
10 Years
|
Investor Shares
Return After Taxes on Distributions
1 Year
|
Investor Shares
Return After Taxes on Distributions
5 Years
|
Investor Shares
Return After Taxes on Distributions
10 Years
|
Investor Shares
Return After Taxes on Distributions and Sale of Fund Shares
1 Year
|
Investor Shares
Return After Taxes on Distributions and Sale of Fund Shares
5 Years
|
Investor Shares
Return After Taxes on Distributions and Sale of Fund Shares
10 Years
|
Admiral Shares
1 Year
|
Admiral Shares
5 Years
|
Admiral Shares
10 Years
|
Russell 2500 Growth Index (reflects no deduction for fees, expenses, or taxes)
1 Year
|
Russell 2500 Growth Index (reflects no deduction for fees, expenses, or taxes)
5 Years
|
Russell 2500 Growth Index (reflects no deduction for fees, expenses, or taxes)
10 Years
|
Dow Jones U.S. Total Stock Market Float Adjusted Index (reflects no deduction for fees, expenses, or taxes)
1 Year
|
Dow Jones U.S. Total Stock Market Float Adjusted Index (reflects no deduction for fees, expenses, or taxes)
5 Years
|
Dow Jones U.S. Total Stock Market Float Adjusted Index (reflects no deduction for fees, expenses, or taxes)
10 Years
|
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Total | 31.33% | 18.34% | 14.15% | 29.28% | 16.13% | 12.05% | 19.84% | 14.19% | 11.05% | 31.48% | 18.48% | 14.30% | 40.47% | 18.68% | 15.00% | 20.79% | 15.36% | 13.74% |
Label | Element | Value |
---|---|---|
Risk Return Abstract | rr_RiskReturnAbstract | |
Prospectus Date | rr_ProspectusDate | Feb. 26, 2021 |
Vanguard Explorer Fund | ||
Risk Return Abstract | rr_RiskReturnAbstract | |
Risk/Return [Heading] | rr_RiskReturnHeading | <span style="color:#000000;font-family:Arial;font-size:13pt;font-weight:bold;margin-left:0%;">Fund Summary</span> |
Objective [Heading] | rr_ObjectiveHeading | <span style="color:#000000;font-family:Arial;font-size:10pt;font-weight:bold;margin-left:0%;">Investment Objective</span> |
Objective, Primary [Text Block] | rr_ObjectivePrimaryTextBlock | The Fund seeks to provide long-term capital appreciation. |
Expense [Heading] | rr_ExpenseHeading | <span style="color:#000000;font-family:Arial;font-size:10pt;font-weight:bold;margin-left:0%;">Fees and Expenses</span> |
Expense Narrative [Text Block] | rr_ExpenseNarrativeTextBlock | The following table describes the fees and expenses you may pay if you buy, hold, and sell Investor Shares or Admiral Shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and example below. |
Shareholder Fees Caption [Text] | rr_ShareholderFeesCaption | <span style="color:#000000;font-family:Arial;font-size:8.5pt;font-weight:bold;margin-left:0%;">Shareholder Fees</span> <br/><span style="color:#000000;font-family:Arial;font-size:8.5pt;">(Fees paid directly from your investment)</span> |
Operating Expenses Caption [Text] | rr_OperatingExpensesCaption | <span style="color:#000000;font-family:Arial;font-size:8.5pt;font-weight:bold;margin-left:0%;">Annual Fund Operating Expenses</span> <br/><span style="color:#000000;font-family:Arial;font-size:8.5pt;">(Expenses that you pay each year as a percentage of the value of your investment)</span> |
Portfolio Turnover [Heading] | rr_PortfolioTurnoverHeading | <span style="color:#000000;font-family:Arial;font-size:9.5pt;margin-left:0%;">Portfolio Turnover</span> |
Portfolio Turnover [Text Block] | rr_PortfolioTurnoverTextBlock | The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense examples, reduce the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was % of the average value of its portfolio. |
Portfolio Turnover, Rate | rr_PortfolioTurnoverRate | 43.00% |
Expense Example [Heading] | rr_ExpenseExampleHeading | <span style="color:#000000;font-family:Arial;font-size:9.5pt;margin-left:0%;">Examples</span> |
Expense Example Narrative [Text Block] | rr_ExpenseExampleNarrativeTextBlock | The following examples are intended to help you compare the cost of investing in the Fund’s Investor Shares or Admiral Shares with the cost of investing in other mutual funds. They illustrate the hypothetical expenses that you would incur over various periods if you were to invest $10,000 in the Fund's shares. These examples assume that the shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you were to redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be: |
Strategy [Heading] | rr_StrategyHeading | <span style="color:#000000;font-family:Arial;font-size:10pt;font-weight:bold;margin-left:0%;">Principal Investment Strategies</span> |
Strategy Narrative [Text Block] | rr_StrategyNarrativeTextBlock | The Fund invests mainly in the stocks of small and mid-size companies. These companies tend to be unseasoned but are considered by the Fund’s advisors to have superior growth potential. Also, these companies often provide little or no dividend income. The Fund uses multiple investment advisors. Each advisor independently selects and maintains a portfolio of common stocks for the Fund. |
Risk [Heading] | rr_RiskHeading | <span style="color:#000000;font-family:Arial;font-size:10pt;font-weight:bold;margin-left:0%;">Principal Risks</span> |
Risk Narrative [Text Block] | rr_RiskNarrativeTextBlock | An investment in the Fund could lose money over short or long periods of time.You should expect the Fund's share price and total return to fluctuate within a wide range. The Fund is subject to the following risks, which could affect the Fund's performance:• Stock market risk , which is the chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices.• Investment style risk , which is the chance that returns from small- and mid- capitalization growth stocks will trail returns from the overall stock market. Historically, small- and mid-cap stocks have been more volatile in price than the large-cap stocks that dominate the overall market, and they often perform quite differently. The stock prices of small and mid-size companies tend to experience greater volatility because, among other things, these companies tend to be more sensitive to changing economic conditions.• Manager risk , which is the chance that poor security selection will cause the Fund to underperform relevant benchmarks or other funds with a similar investment objective. In addition, significant investments in the industrials and information technology sectors subject the Fund to proportionately higher exposure to the risks of these sectors.An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. |
Risk Lose Money [Text] | rr_RiskLoseMoney | <span style="color:#000000;font-family:Arial;font-size:9.5pt;">An investment in the Fund could lose money over short or long periods of time.</span> |
Risk Not Insured Depository Institution [Text] | rr_RiskNotInsuredDepositoryInstitution | <span style="color:#000000;font-family:Arial;font-size:9.5pt;font-weight:bold;">An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.</span> |
Bar Chart and Performance Table [Heading] | rr_BarChartAndPerformanceTableHeading | <span style="color:#000000;font-family:Arial;font-size:10pt;font-weight:bold;margin-left:0%;">Annual Total Returns</span> |
Performance Narrative [Text Block] | rr_PerformanceNarrativeTextBlock | The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund‘s Investor Shares has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the share classes presented compare with those of a relevant market index and another comparative index, which have investment characteristics similar to those of the Fund. Keep in mind that the Fund's past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447. |
Performance Information Illustrates Variability of Returns [Text] | rr_PerformanceInformationIllustratesVariabilityOfReturns | <span style="color:#000000;font-family:Arial;font-size:9.5pt;">The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund‘s Investor Shares has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the share classes presented compare with those of a relevant market index and another comparative index, which have investment characteristics similar to those of the Fund.</span> |
Performance Availability Phone [Text] | rr_PerformanceAvailabilityPhone | <span style="color:#000000;font-family:Arial;font-size:9.5pt;">800-662-7447</span> |
Performance Availability Website Address [Text] | rr_PerformanceAvailabilityWebSiteAddress | <span style="color:#000000;font-family:Arial;font-size:9.5pt;font-style:italic;">vanguard.com/performance</span> |
Performance Past Does Not Indicate Future [Text] | rr_PerformancePastDoesNotIndicateFuture | <span style="color:#000000;font-family:Arial;font-size:9.5pt;"> Keep in mind that the Fund's past performance (before and after taxes) </span><span style="color:#000000;font-family:Arial;font-size:9.5pt;">does not indicate how the Fund will perform in the future.</span> |
Bar Chart [Heading] | rr_BarChartHeading | <span style="color:#000000;font-family:Arial;font-size:8pt;font-weight:bold;">Annual Total Returns — Vanguard Explorer Fund Investor Shares</span> |
Bar Chart Closing [Text Block] | rr_BarChartClosingTextBlock | During the periods shown in the bar chart, the highest and lowest returns for a calendar quarter were: |
Performance Table Heading | rr_PerformanceTableHeading | <span style="color:#000000;font-family:Arial;font-size:8.5pt;font-weight:bold;">Average Annual Total Returns for Periods Ended December 31, 2020</span> |
Performance Table Uses Highest Federal Rate | rr_PerformanceTableUsesHighestFederalRate | <span style="color:#000000;font-family:Arial;font-size:9.5pt;">When after-tax returns are calculated, it is </span><span style="color:#000000;font-family:Arial;font-size:9.5pt;">assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. </span> |
Performance Table Not Relevant to Tax Deferred | rr_PerformanceTableNotRelevantToTaxDeferred | <span style="color:#000000;font-family:Arial;font-size:9.5pt;">After-tax returns are not relevant for a </span><span style="color:#000000;font-family:Arial;font-size:9.5pt;">shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. </span> |
Performance Table One Class of after Tax Shown [Text] | rr_PerformanceTableOneClassOfAfterTaxShown | <span style="color:#000000;font-family:Arial;font-size:9.5pt;">Please note that after-tax returns are shown only for the Investor </span><span style="color:#000000;font-family:Arial;font-size:9.5pt;">Shares and may differ for each share class. </span> |
Performance Table Explanation after Tax Higher | rr_PerformanceTableExplanationAfterTaxHigher | <span style="color:#000000;font-family:Arial;font-size:9.5pt;">Also, figures captioned </span><span style="color:#000000;font-family:Arial;font-size:9.5pt;font-style:italic;">Return After Taxes on Distributions and Sale of Fund Shares</span><span style="color:#000000;font-family:Arial;font-size:9.5pt;"> may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.</span> |
Performance Table Closing [Text Block] | rr_PerformanceTableClosingTextBlock | Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are shown only for the Investor Shares and may differ for each share class. After-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder. |
Vanguard Explorer Fund | Investor Shares | ||
Risk Return Abstract | rr_RiskReturnAbstract | |
Purchase Fee | rr_MaximumCumulativeSalesChargeOverOther | none |
Sales Charge (Load) Imposed on Purchases | rr_MaximumSalesChargeImposedOnPurchasesOverOfferingPrice | none |
Sales Charge (Load) Imposed on Reinvested Dividends | rr_MaximumSalesChargeOnReinvestedDividendsAndDistributionsOverOther | none |
Redemption Fee | rr_RedemptionFeeOverRedemption | none |
Account Service Fee Per Year (for certain fund account balances below $10,000) | rr_MaximumAccountFee | $ 20 |
Management Fees | rr_ManagementFeesOverAssets | 0.40% |
12b-1 Distribution Fee | rr_DistributionAndService12b1FeesOverAssets | none |
Other Expenses | rr_OtherExpensesOverAssets | 0.01% |
Total Annual Fund Operating Expenses | rr_ExpensesOverAssets | 0.41% |
1 Year | rr_ExpenseExampleYear01 | $ 42 |
3 Years | rr_ExpenseExampleYear03 | 132 |
5 Years | rr_ExpenseExampleYear05 | 230 |
10 Years | rr_ExpenseExampleYear10 | $ 518 |
2011 | rr_AnnualReturn2011 | (1.72%) |
2012 | rr_AnnualReturn2012 | 15.07% |
2013 | rr_AnnualReturn2013 | 44.59% |
2014 | rr_AnnualReturn2014 | 4.08% |
2015 | rr_AnnualReturn2015 | (4.22%) |
2016 | rr_AnnualReturn2016 | 12.47% |
2017 | rr_AnnualReturn2017 | 23.10% |
2018 | rr_AnnualReturn2018 | (2.39%) |
2019 | rr_AnnualReturn2019 | 31.40% |
2020 | rr_AnnualReturn2020 | 31.48% |
Highest Quarterly Return, Label | rr_HighestQuarterlyReturnLabel | <span style="color:#000000;font-family:Arial;font-size:8pt;padding-left:0.0%;">Highest</span> |
Highest Quarterly Return, Date | rr_BarChartHighestQuarterlyReturnDate | Jun. 30, 2020 |
Highest Quarterly Return | rr_BarChartHighestQuarterlyReturn | 32.76% |
Lowest Quarterly Return, Label | rr_LowestQuarterlyReturnLabel | <span style="color:#000000;font-family:Arial;font-size:8pt;padding-left:0.0%;">Lowest</span> |
Lowest Quarterly Return, Date | rr_BarChartLowestQuarterlyReturnDate | Mar. 31, 2020 |
Lowest Quarterly Return | rr_BarChartLowestQuarterlyReturn | (26.74%) |
1 Year | rr_AverageAnnualReturnYear01 | 31.33% |
5 Years | rr_AverageAnnualReturnYear05 | 18.34% |
10 Years | rr_AverageAnnualReturnYear10 | 14.15% |
Vanguard Explorer Fund | Admiral Shares | ||
Risk Return Abstract | rr_RiskReturnAbstract | |
Purchase Fee | rr_MaximumCumulativeSalesChargeOverOther | none |
Sales Charge (Load) Imposed on Purchases | rr_MaximumSalesChargeImposedOnPurchasesOverOfferingPrice | none |
Sales Charge (Load) Imposed on Reinvested Dividends | rr_MaximumSalesChargeOnReinvestedDividendsAndDistributionsOverOther | none |
Redemption Fee | rr_RedemptionFeeOverRedemption | none |
Account Service Fee Per Year (for certain fund account balances below $10,000) | rr_MaximumAccountFee | $ 20 |
Management Fees | rr_ManagementFeesOverAssets | 0.29% |
12b-1 Distribution Fee | rr_DistributionAndService12b1FeesOverAssets | none |
Other Expenses | rr_OtherExpensesOverAssets | 0.01% |
Total Annual Fund Operating Expenses | rr_ExpensesOverAssets | 0.30% |
1 Year | rr_ExpenseExampleYear01 | $ 31 |
3 Years | rr_ExpenseExampleYear03 | 97 |
5 Years | rr_ExpenseExampleYear05 | 169 |
10 Years | rr_ExpenseExampleYear10 | $ 381 |
1 Year | rr_AverageAnnualReturnYear01 | 31.48% |
5 Years | rr_AverageAnnualReturnYear05 | 18.48% |
10 Years | rr_AverageAnnualReturnYear10 | 14.30% |
Vanguard Explorer Fund | Return After Taxes on Distributions | Investor Shares | ||
Risk Return Abstract | rr_RiskReturnAbstract | |
1 Year | rr_AverageAnnualReturnYear01 | 29.28% |
5 Years | rr_AverageAnnualReturnYear05 | 16.13% |
10 Years | rr_AverageAnnualReturnYear10 | 12.05% |
Vanguard Explorer Fund | Return After Taxes on Distributions and Sale of Fund Shares | Investor Shares | ||
Risk Return Abstract | rr_RiskReturnAbstract | |
1 Year | rr_AverageAnnualReturnYear01 | 19.84% |
5 Years | rr_AverageAnnualReturnYear05 | 14.19% |
10 Years | rr_AverageAnnualReturnYear10 | 11.05% |
Vanguard Explorer Fund | Russell 2500 Growth Index (reflects no deduction for fees, expenses, or taxes) | ||
Risk Return Abstract | rr_RiskReturnAbstract | |
1 Year | rr_AverageAnnualReturnYear01 | 40.47% |
5 Years | rr_AverageAnnualReturnYear05 | 18.68% |
10 Years | rr_AverageAnnualReturnYear10 | 15.00% |
Vanguard Explorer Fund | Dow Jones U.S. Total Stock Market Float Adjusted Index (reflects no deduction for fees, expenses, or taxes) | ||
Risk Return Abstract | rr_RiskReturnAbstract | |
1 Year | rr_AverageAnnualReturnYear01 | 20.79% |
5 Years | rr_AverageAnnualReturnYear05 | 15.36% |
10 Years | rr_AverageAnnualReturnYear10 | 13.74% |
Label | Element | Value |
---|---|---|
Risk Return Abstract | rr_RiskReturnAbstract | |
Prospectus Date | rr_ProspectusDate | Feb. 26, 2021 |
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