Form 485BPOS VANGUARD NEW YORK TAX-FR
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT (NO. 33-02908) UNDER
THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
Post-Effective Amendment No. 54
and
REGISTRATION STATEMENT ( NO. 811-04570) UNDER THE INVESTMENT COMPANY
ACT OF 1940
Amendment No. 56
VANGUARD NEW YORK
TAX-FREE FUNDS
(Exact Name of Registrant as Specified in Declaration of Trust)
P.O. Box 2600, Valley Forge, PA 19482 (Address of Principal Executive Office)
Registrants Telephone Number (610) 669-1000
Anne E. Robinson, Esquire
P.O. Box 876
Valley Forge, PA 19482
| It is proposed that this filing will become effective (check appropriate box) |
| [ ] immediately upon filing pursuant to paragraph (b) |
| [x] on March 28, 2018, pursuant to paragraph (b) |
| [ ] 60 days after filing pursuant to paragraph (a)(1) |
| [ ] on (date) pursuant to paragraph (a)(1) |
| [ ] 75 days after filing pursuant to paragraph (a)(2) |
| [ ] on (date) pursuant to paragraph (a)(2) of rule 485 |
| If appropriate, check the following box: |
| [ ] This post-effective amendment designates a new effective date for a |
| previously filed post-effective amendment. |
| Vanguard New York Tax-Exempt Funds |
| Prospectus |
| March 28, 2018 |
| Investor Shares & Admiral Shares |
| Vanguard New York Municipal Money Market Fund Investor Shares (VYFXX) |
| Vanguard New York Long-Term Tax-Exempt Fund Investor Shares (VNYTX) |
| Vanguard New York Long-Term Tax-Exempt Fund Admiral Shares (VNYUX) |
| This prospectus contains financial data for the Funds through the fiscal year ended November 30, 2017. |
| The Securities and Exchange Commission (SEC) has not approved or disapproved these securities or |
| passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense. |
| Contents | |||
| Vanguard Fund Summaries | Investing With Vanguard | 37 | |
| New York Municipal Money Market Fund | 1 | Purchasing Shares | 37 |
| New York Long-Term Tax-Exempt Fund | 6 | Converting Shares | 41 |
| Investing in Tax-Exempt Funds | 12 | Redeeming Shares | 42 |
| Investing in Money Market Funds | 14 | Exchanging Shares | 46 |
| More on the Funds | 16 | Frequent-Trading Limitations | 47 |
| The Funds and Vanguard | 27 | Other Rules You Should Know | 49 |
| Investment Advisor | 27 | Fund and Account Updates | 53 |
| Dividends, Capital Gains, and Taxes | 28 | Contacting Vanguard | 55 |
| Share Price | 31 | Additional Information | 56 |
| Financial Highlights | 33 | Glossary of Investment Terms | 58 |
Vanguard New York Municipal Money Market Fund
Investment Objective
The Fund seeks to provide current income that is exempt from both federal and New York personal income taxes while maintaining a stable net asset value of $1 per share. The Fund is intended for New York residents only.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold shares of the Fund.
| Shareholder Fees | |
| (Fees paid directly from your investment) | |
| Sales Charge (Load) Imposed on Purchases | None |
| Purchase Fee | None |
| Sales Charge (Load) Imposed on Reinvested Dividends | None |
| Redemption Fee | None |
| Account Service Fee (for certain fund account balances below $10,000) | $20/year |
| Annual Fund Operating Expenses | |
| (Expenses that you pay each year as a percentage of the value of your investment) | |
| Management Fees | 0.13% |
| 12b-1 Distribution Fee | None |
| Other Expenses | 0.03% |
| Total Annual Fund Operating Expenses | 0.16% |
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Example
The following example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. It illustrates the hypothetical expenses that you would incur over various periods if you were to invest $10,000 in the Fund’s shares. This example assumes that the Fund provides 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 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:
| 1 Year | 3 Years | 5 Years | 10 Years |
| $16 | $52 | $90 | $205 |
Principal Investment Policies
Under normal circumstances, the Fund invests at least 80% of its assets in a variety of high-quality, short-term New York municipal securities whose income is exempt from federal and New York state taxes. To be considered high quality, a security must be determined by Vanguard to present minimal credit risk based in part on a consideration of maturity, portfolio diversification, portfolio liquidity, and credit quality. The Fund invests in securities with effective maturities of 397 days or less, maintains a dollar-weighted average maturity of 60 days or less, and maintains a dollar-weighted average life of 120 days or less.
Principal Risks
The Fund is designed for investors with a low tolerance for risk; however, the Fund is subject to the following risks, which could affect the Fund’s performance:
• State-specific risk, which is the chance that developments in New York, such as tax, legislative, or political changes, will adversely affect the securities held by the Fund or that are available for investment by the Fund. Because the Fund invests primarily in securities issued by New York and its municipalities, it is more vulnerable to the credit risk and unfavorable developments in New York than are funds that invest in municipal securities of many states. Unfavorable developments in any economic sector may have far-reaching ramifications on the overall New York municipal market.
• Credit risk, which is the chance that the issuer of a security will fail to pay interest or principal in a timely manner or that negative perceptions of the issuer’s ability to make such payments will cause the price of that security to decline. Credit risk should be very low for the Fund because it invests primarily in securities that are considered to be of high quality.
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Income risk, which is the chance that the Funds income will decline because of falling interest rates. Because the Funds income is based on short-term interest rateswhich can fluctuate significantly over short periodsincome risk is expected to be high.
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.
Nondiversification risk, which is the chance that the Funds performance may be hurt disproportionately by the poor performance of relatively few securities. The Fund is considered nondiversified, which means that it may invest a greater percentage of its assets in the securities of particular issuers as compared with diversified mutual funds.
Tax risk, which is the chance that all or a portion of the tax-exempt income from municipal bonds held by the Fund will be declared taxable, possibly with retroactive effect, because of unfavorable changes in tax laws, adverse interpretations by the Internal Revenue Service or state or local tax authorities, or noncompliant conduct of a bond issuer.
Derivatives risk. The Fund may invest in structured products such as tender option bonds and long-term municipal bonds combined with a demand feature (i.e., variable rate demand notes or VRDNs), which may involve risks different from, and possibly greater than, those of investments directly in the underlying securities or assets.
You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The Fund may impose a fee upon sale of your shares or may temporarily suspend your ability to sell shares if the Funds liquidity falls below required minimums because of market conditions or other factors. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Funds sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.
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Annual Total Returns
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 has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the Fund compare with those of a comparative benchmark, which has investment characteristics similar to those of the Fund. Returns for the New York Tax-Exempt Money Market Funds Average are derived from data provided by Lipper, a Thomson Reuters Company. Keep in mind that the Fund’s past performance 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.
Annual Total Returns — Vanguard New York Municipal Money Market Fund Investor Shares
During the periods shown in the bar chart, the highest return for a calendar quarter was 0.64% (quarter ended March 31, 2008), and the lowest return for a quarter was 0.00% (quarter ended March 31, 2013).
| Average Annual Total Returns for Periods Ended December 31, 2017 | |||
| 1 Year | 5 Years | 10 Years | |
| Vanguard New York Municipal Money Market Fund | 0.71% | 0.21% | 0.36% |
| New York Tax-Exempt Money Market Funds Average | 0.30% | 0.08% | 0.23% |
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Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Manager
John Grimes, CFA, Portfolio Manager at Vanguard. He has managed the Fund since 2017.
Purchase and Sale of Fund Shares
You may purchase or redeem shares online through our website (vanguard.com), by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). When your trade is processed depends on the day and time Vanguard receives your request in good order and the manner in which it is submitted. Generally, trades placed after the close of business are processed during the next business day. The minimum investment amount required to open and maintain a Fund account for Investor Shares is $3,000. The minimum investment amount required to add to an existing Fund account is generally $1. Financial intermediaries and Vanguard retail managed clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Investor Shares. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility. The Fund is only available for purchase within accounts beneficially owned by natural persons.
Tax Information
The Funds distributions may be taxable as ordinary income or capital gain. A majority of the income dividends that you receive from the Fund are expected to be exempt from federal and state income taxes. However, a portion of the Funds distributions may be subject to federal, state, or local income taxes or the federal alternative minimum tax.
Payments to Financial Intermediaries
The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.
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Vanguard New York Long-Term Tax-Exempt Fund
Investment Objective
The Fund seeks to provide current income that is exempt from both federal and New York personal income taxes. The Fund is intended for New York residents only.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold Investor Shares or Admiral Shares of the Fund.
| Shareholder Fees | ||
| (Fees paid directly from your investment) | ||
| Investor Shares | Admiral Shares | |
| Sales Charge (Load) Imposed on Purchases | None | None |
| Purchase Fee | None | None |
| Sales Charge (Load) Imposed on Reinvested Dividends | None | None |
| Redemption Fee | None | None |
| Account Service Fee (for certain fund account balances below | $20/year | $20/year |
| $10,000) | ||
| Annual Fund Operating Expenses | ||
| (Expenses that you pay each year as a percentage of the value of your investment) | ||
| Investor Shares | Admiral Shares | |
| Management Fees | 0.16% | 0.08% |
| 12b-1 Distribution Fee | None | None |
| Other Expenses | 0.03% | 0.01% |
| Total Annual Fund Operating Expenses | 0.19% | 0.09% |
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Examples
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 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:
| 1 Year | 3 Years | 5 Years | 10 Years | |
| Investor Shares | $19 | $61 | $107 | $243 |
| Admiral Shares | $9 | $29 | $51 | $115 |
Portfolio Turnover
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 16% of the average value of its portfolio.
Principal Investment Strategies
The Fund invests primarily in high-quality municipal bonds issued by New York state and local governments, as well as by regional governmental and public financing authorities. Under normal circumstances, at least 80% of the Fund’s assets will be invested in securities whose income is exempt from federal and New York state taxes. Although the Fund has no limitations on the maturities of individual securities, its dollar-weighted average maturity is expected to be between 10 and 25 years.
Principal Risks
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:
• State-specific risk, which is the chance that developments in New York, such as tax, legislative, or political changes, will adversely affect the securities held by the Fund or that are available for investment by the Fund. Because the Fund invests primarily in
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securities issued by New York and its municipalities, it is more vulnerable to the credit risk and unfavorable developments in New York than are funds that invest in municipal securities of many states. Unfavorable developments in any economic sector may have far-reaching ramifications on the overall New York municipal market.
Credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuers ability to make such payments will cause the price of that bond to decline.
Interest rate risk, which is the chance that bond prices will decline because of rising interest rates. Interest rate risk should be high for the Fund because it invests primarily in long-term bonds, whose prices are more sensitive to interest rate changes than are the prices of shorter-term bonds.
Call risk, which is the chance that during periods of falling interest rates, issuers of callable bonds may call (redeem) securities with higher coupon rates or interest rates before their maturity dates. The Fund would then lose any price appreciation above the bonds call price and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Funds income. Such redemptions and subsequent reinvestments would also increase the Funds portfolio turnover rate. Call risk is generally high for long-term bond funds.
Extension risk, which is the chance that during periods of rising interest rates, certain debt securities will be paid off substantially more slowly than originally anticipated, and the value of those securities may fall. Extension risk is generally high for long-term bond funds.
Income risk, which is the chance that the Funds income will decline because of falling interest rates. Income risk should be low for the Fund because it invests primarily in long-term bonds.
Liquidity risk, which is the chance that the Fund may not be able to sell a security in a timely manner at a desired price.
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.
Nondiversification risk, which is the chance that the Funds performance may be hurt disproportionately by the poor performance of relatively few securities. The Fund is considered nondiversified, which means that it may invest a greater percentage of its assets in the securities of particular issuers as compared with diversified mutual funds.
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Tax risk, which is the chance that all or a portion of the tax-exempt income from municipal bonds held by the Fund will be declared taxable, possibly with retroactive effect, because of unfavorable changes in tax laws, adverse interpretations by the Internal Revenue Service or state or local tax authorities, or noncompliant conduct of a bond issuer.
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.
Annual Total Returns
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 Funds 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, which has investment characteristics similar to those of the Fund. Keep in mind that the Funds 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.
Annual Total Returns Vanguard New York Long-Term Tax-Exempt Fund Investor Shares
During the periods shown in the bar chart, the highest return for a calendar quarter was 7.19% (quarter ended September 30, 2009), and the lowest return for a quarter was 4.02% (quarter ended December 31, 2010).
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| Average Annual Total Returns for Periods Ended December 31, 2017 | |||
| 1 Year | 5 Years | 10 Years | |
| Vanguard New York Long-Term Tax-Exempt Fund Investor Shares | |||
| Return Before Taxes | 5.77% | 3.56% | 4.42% |
| Return After Taxes on Distributions | 5.65 | 3.51 | 4.39 |
| Return After Taxes on Distributions and Sale of Fund Shares | 4.78 | 3.51 | 4.27 |
| Vanguard New York Long-Term Tax-Exempt Fund Admiral Shares | |||
| Return Before Taxes | 5.88% | 3.65% | 4.51% |
| Bloomberg Barclays NY Municipal Bond Index | |||
| (reflects no deduction for fees, expenses, or taxes) | 5.09% | 3.01% | 4.38% |
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.
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Manager
Adam M. Ferguson, CFA, Portfolio Manager at Vanguard. He has managed the Fund since 2013.
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Purchase and Sale of Fund Shares
You may purchase or redeem shares online through our website (vanguard.com), by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). The minimum investment amount required to open and maintain a Fund account for Investor Shares or Admiral Shares is $3,000 or $50,000, respectively. The minimum investment amount required to add to an existing Fund account is generally $1. Financial intermediaries, institutional, and Vanguard retail managed clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Admiral Shares. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility.
Tax Information
The Funds distributions may be taxable as ordinary income or capital gain. A majority of the income dividends that you receive from the Fund are expected to be exempt from federal and state income taxes. However, a portion of the Funds distributions may be subject to federal, state, or local income taxes or the federal alternative minimum tax.
Payments to Financial Intermediaries
The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.
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Investing in Tax-Exempt Funds
What Are Municipal Bond Funds?
Municipal bond funds invest primarily in interest-bearing securities issued by state and local governments and by other governmental authorities to support their needs or to finance public projects. A municipal bondlike a bond issued by a corporation or the U.S. governmentobligates the issuer to pay the bondholder a fixed or variable amount of interest periodically and to repay the principal value of the bond on a specific maturity date. Unlike most other bonds, however, municipal bonds generally pay interest that is exempt from federal income taxes and, in some cases, from state and local taxes. For certain shareholders, the interest may be subject to the alternative minimum tax.
Taxable Versus Tax-Exempt Funds
Tax-exempt funds provide income that is exempt from federal taxes and, in the case of state tax-exempt funds, from state taxes as well. The Funds described in this prospectus are not for everyone; they are intended only for residents of the State of New York and are best suited for income-oriented investors in a high tax bracket. Yields on tax-exempt bonds are typically lower than those on taxable bonds, so investing in a tax-exempt fund makes sense only if you stand to save more in taxes than you would earn as additional income while invested in a taxable fund.
To determine whether a state tax-exempt fundsuch as one of the Vanguard New York Tax-Exempt Fundsmakes sense for you, compute the tax-exempt funds taxable-equivalent yield. This figure enables you to take taxes into account when comparing your potential return on a tax-exempt fund with the potential return on a taxable fund.
To compute the taxable-equivalent yield:
Figure out your combined tax bracket by adding up your state and federal marginal tax brackets. For example, if you are in a 8.82% state tax bracket and a 37.0% federal tax bracket, and subject to a 3.80% Medicare tax on investment income, your combined tax bracket would be 49.62% (8.82% + 37.0% + 3.80%).
Then, divide the tax-exempt funds yield by the difference between 100% and your combined tax bracket. Continuing with this example and assuming that you are considering a tax-exempt fund with a 4% yield, your taxable-equivalent yield would be 7.94% [4% divided by (100% 49.62%)].
In this example, you would choose the state tax-exempt fund if its taxable-equivalent yield of 7.94% were greater than the yield of a similar, though taxable, investment.
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Remember that we have used assumed tax rates and brackets in the previous example. Actual taxable-equivalent yields depend on your individual tax situation. Make sure to verify your actual effective income and other applicable tax bracketsfederal, state, and local (if any)before calculating taxable-equivalent yields of your own.
Also consider the impact of any recent changes to federal, state, or local tax law on this calculation. Under recent federal tax legislation, beginning in 2018, the standard deduction is doubled to $24,000 for married individuals filing jointly ($12,000 for individual filers) and an individuals itemized deduction for state and local property and income taxes is limited to $10,000 ($5,000 for married individuals filing separately) in the aggregate. The above taxable-equivalent yield calculation assumes an investor does not itemize his or her deductions, including state taxes, on his or her federal return.
There is no guarantee that all of a tax-exempt funds income from its municipal bonds will remain exempt from federal, state, or local income taxes. Income from municipal bonds held by a fund could be declared taxable, possibly with retroactive effect, because of unfavorable changes in tax laws, adverse interpretations by the Internal Revenue Service (IRS) or state or local tax authorities, or noncompliant conduct of a bond issuer.
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Investing in Money Market Funds
What is Money Market Reform?
In July 2014, the Securities and Exchange Commission (SEC) implemented a number of regulatory changes designed to enhance the stability and resilience of all money market funds. The reforms have created three categories of money market funds:
Retail money market funds, which may maintain a stable net asset value (NAV) but are subject to liquidity fees and redemption gates.
Government money market funds, which may maintain a stable NAV but are not required to implement liquidity fees and redemption gates.
Institutional money market funds, which are required to have a floating NAV and are subject to liquidity fees and redemption gates.
The board of trustees of Vanguard New York Municipal Money Market Fund (the Board), in accordance with the best interest of the shareholders, approved a number of changes in response to the SECs 2014 amendments to the rules governing money market funds. These changesincluding the Boards ability to implement liquidity fees and redemption gates if Vanguard New York Municipal Money Market Funds weekly liquid assets fall below established thresholdsare now in effect. As part of these changes, information regarding the Funds weekly liquid assets for the prior six months (by day, as of the close of business) is available on the Funds Portfolio page at vanguard.com.
How Does This Affect Vanguard Money Market Funds?
The money market fund reforms impact money market funds differently depending on the types of investors permitted to invest in a fund and the types of securities in which a fund may invest.
Vanguard New York Municipal Money Market Fund
Vanguard has designated Vanguard New York Municipal Money Market Fund as a retail money market fund.
Retail money market funds are defined as prime or municipal money market funds that have policies and procedures reasonably designed to limit all beneficial owners of such money market funds to natural persons. Retail money market funds are permitted to continue to maintain a stable NAV through the use of amortized cost accounting. If a retail money market funds weekly liquid assets fall below a certain threshold, the retail money market fund is subject to fees and gates.
There are two types of liquidity fees: discretionary liquidity fees and default liquidity fees. Liquidity fees are designed to transfer the costs of liquidating securities from shareholders who remain in the Fund to those who leave the Fund during periods when liquidity is limited.
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Discretionary liquidity fee. The Fund may impose a liquidity fee of up to 2% on all redemptions in the event that the Funds weekly liquid assets fall below 30% of its total assets if the Board determines that it is in the best interest of the Fund. Subject to practical limitations necessary to implement the fee, the discretionary liquidity fee may be implemented the same day that the Board determines to impose a fee. Once the Fund has restored its weekly liquid assets to 30% of total assets, any liquidity fee must be suspended.
Default liquidity fee. The Fund is required to impose a liquidity fee of 1% on all redemptions in the event that the Funds weekly liquid assets fall below 10% of its total assets unless the Funds Board determines that (1) the fee is not in the best interest of the Fund or (2) a lesser/higher fee (up to 2%) is in the best interest of the Fund. A default liquidity fee is required to be implemented the business day after the Board determines to impose a fee.
In addition to, or in lieu of, the liquidity fee, the Fund is permitted to implement temporarily a redemption gate (i.e., suspend redemptions) if the Funds weekly liquid assets fall below 30% of its total assets. The gate could remain in effect for no longer than 10 days in any 90-day period. Once the Fund has restored its weekly liquid assets to 30% of total assets, the gate must be lifted.
Once the Fund imposes a redemption gate, then unprocessed orders to redeem or exchange will be canceled and the Fund will not accept redemption or exchange orders until the gate is no longer in effect. If you still wish to redeem or exchange once the gate is lifted, you will need to submit a new redemption or exchange request to the Fund or your financial intermediary.
The Board also may determine that it would not be in the interests of the Fund to continue operating if the Funds weekly liquid assets fall below 10% of its total assets. In the event that the Board approves liquidation of the Fund under these circumstances, the Fund may permanently suspend redemptions and liquidate.
Notices regarding liquidity fees or redemption gates will be filed with the SEC on Form N-CR. In addition, announcements will also be made in supplements to the Funds prospectus and on the Funds website.
The Fund is subject to money market fund reform regulatory risk, which is the chance that 2014 SEC reforms will affect the Funds investment strategy, fees and expenses, portfolio, share liquidity, and return potential as a result of the implemented rules.
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More on the Funds
This prospectus describes the principal risks you would face as a Fund shareholder. It is important to keep in mind one of the main axioms of investing: generally, the higher the risk of losing money, the higher the potential reward. The reverse, also, is generally true: the lower the risk, the lower the potential reward. As you consider an investment in any mutual fund, you should take into account your personal tolerance for fluctuations in the securities markets. Look for this
symbol throughout the prospectus. It is used to mark detailed information about the more significant risks that you would confront as a Fund shareholder. To highlight terms and concepts important to mutual fund investors, we have provided Plain Talk® explanations along the way. Reading the prospectus will help you decide whether a Fund is the right investment for you. We suggest that you keep this prospectus for future reference.
Share Class Overview
Vanguard New York Long-Term Tax-Exempt Fund offers two separate classes of shares: Investor Shares and Admiral Shares.
Both share classes offered by the Fund have the same investment objective, strategies, and policies. However, different share classes have different expenses; as a result, their investment performances will differ.
| 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. |
The following sections explain the principal investment strategies and policies that each Fund uses in pursuit of its objective. The Funds‘ board of trustees, which oversees each Fund‘s management, may change investment strategies or policies in the interest of shareholders without a shareholder vote, unless those strategies or policies are designated as fundamental.
Market Exposure
The Funds invest primarily in New York state and local municipal bonds that provide tax-exempt income. As a result, they are subject to certain risks.
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Each Fund is subject to state-specific risk, which is the chance that developments in New York, such as tax, legislative, or political changes, will adversely affect the securities held by the Fund or that are available for investment by the Fund. Because the Fund invests primarily in securities issued by New York and its municipalities, it is more vulnerable to the credit risk and unfavorable developments in New York than are funds that invest in municipal securities of many states. Unfavorable developments in any economic sector may have far-reaching ramifications on the overall New York municipal market.
Each Fund is subject to credit risk, which is the chance that the issuer of a security will fail to pay interest or principal in a timely manner or that negative perceptions of the issuers ability to make such payments will cause the price of that security to decline. Credit risk should be very low for the New York Municipal Money Market Fund because it invests primarily in securities that are considered to be of high quality.
The New York Municipal Money Market Fund invests primarily in high-quality, short-term New York municipal securities. The New York Long-Term Tax-Exempt Fund tries to minimize credit risk by investing mostly in high-quality securities and by continuously monitoring the credit quality of its holdings.
| Plain Talk About Credit Quality |
| A bonds credit-quality rating is an assessment of the issuers ability to pay |
| interest on the bond and, ultimately, to repay the principal. The lower the credit |
| quality, the greater the chancein Vanguards opinionthat the bond issuer will |
| default, or fail to meet its payment obligations. All things being equal, the lower a |
| bonds credit quality, the higher its yield should be to compensate investors for |
| assuming additional risk. |
The New York Long-Term Tax-Exempt Fund is subject to interest rate risk, which is the chance that bond prices will decline because of rising interest rates. Interest rate risk should be high for the Fund because it invests primarily in long-term bonds, whose prices are more sensitive to interest rate changes than are the prices of shorter-term bonds.
Although bonds are often thought to be less risky than stocks, there have been periods when bond prices have fallen significantly because of rising interest rates. For instance, prices of long-term bonds fell by almost 48% between December 1976 and September 1981.
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To illustrate the relationship between bond prices and interest rates, the following table shows the effect of a 1% and a 2% change (both up and down) in interest rates on the value of a noncallable bond (i.e., a bond that cannot be redeemed by the issuer) with a face value of $1,000.
| How Interest Rate Changes Affect the Value of a $1,000 Bond | ||||
| After a 1% | After a 1% | After a 2% | After a 2% | |
| Coupon/Average Maturity | Increase | Decrease | Increase | Decrease |
| 4%/15 years | $895 | $1,120 | $804 | $1,258 |
These figures are for illustration only; you should not regard them as an indication of future performance of the bond market as a whole or the Fund in particular.
| Plain Talk About Bonds and Interest Rates |
| As a rule, when interest rates rise, bond prices fall. The opposite is also true: |
| Bond prices go up when interest rates fall. Why do bond prices and interest rates |
| move in opposite directions? Lets assume that you hold a bond offering a 4% |
| yield. A year later, interest rates are on the rise and bonds of comparable quality |
| and maturity are offered with a 5% yield. With higher-yielding bonds available, |
| you would have trouble selling your 4% bond for the price you paidyou would |
| probably have to lower your asking price. On the other hand, if interest rates were |
| falling and 3% bonds were being offered, you should be able to sell your 4% bond |
| for more than you paid. |
| Plain Talk About Weighted Average Maturity and Weighted Average Life |
| A money market fund will maintain a dollar-weighted average maturity (WAM) of 60 |
| days or less and a dollar-weighted average life (WAL) of 120 days or less. For |
| purposes of calculating a funds WAM, the maturity of certain longer-term |
| adjustable-rate securities held in the portfolio will generally be the period remaining |
| until the next interest rate adjustment. When calculating its WAL, the maturity for |
| these adjustable-rate securities will generally be the final maturity datethe date |
| on which principal is expected to be returned in full. Maintaining a WAL of 120 days |
| or less limits a funds ability to invest in longer-term adjustable-rate securities, |
| which are generally more sensitive to changes in interest rates, particularly in |
| volatile markets. |
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Changes in interest rates can affect bond income as well as bond prices.
Each Fund is subject to income risk, which is the chance that the Funds income will decline because of falling interest rates. A funds income declines when interest rates fall because the fund then must invest new cash flow and cash from maturing instruments in lower-yielding instruments. Income risk is generally higher for short-term bond funds and lower for long-term bond funds.
| Plain Talk About Bond Maturities |
| A bond is issued with a specific maturity datethe date when the issuer must pay |
| back the bonds principal (face value). Bond maturities range from less than 1 year |
| to more than 30 years. Typically, the longer a bonds maturity, the more price risk |
| you, as a bond investor, will face as interest rates risebut also the higher the |
| potential yield you could receive. Longer-term bonds are more suitable for |
| investors willing to take a greater risk of price fluctuations to get higher and more |
| stable interest income. Shorter-term bond investors should be willing to accept |
| lower yields and greater income variability in return for less fluctuation in the value |
| of their investment. The stated maturity of a bond may differ from the effective |
| maturity of a bond, which takes into consideration that an action such as a call or |
| refunding may cause bonds to be repaid before their stated maturity dates. |
Although falling interest rates tend to strengthen bond prices, they can cause another sort of problem for bond fund investorsbond calls.
The New York Long-Term Tax-Exempt Fund is subject to call risk, which is the chance that during periods of falling interest rates, issuers of callable bonds may call (redeem) securities with higher coupon rates or interest rates before their maturity dates. The Fund would then lose any price appreciation above the bonds call price and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Funds income. Such redemptions and subsequent reinvestments would also increase the Funds portfolio turnover rate.
Call risk is generally negligible for money market securities and high for long-term bond funds. The greater the call risk, the greater the chance for a decline in income and the potential for taxable capital gains. Longer-term bonds, like those held by the New York Long-Term Tax-Exempt Fund, generally have call protection, which is assurance to investors that a bond will not be called for a certain length of time.
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Plain Talk About Callable Bonds
Although bonds are issued with clearly defined maturities, in some cases the bond issuer has a right to call in (redeem) the bond earlier than its maturity date. When a bond is called, the bondholder must replace it with another bond that may have a lower yield than the original bond. One way for bond investors to protect themselves against call risk is to purchase a bond early in its lifetime, long before its call date. Another way is to buy bonds with lower coupon rates or interest rates, which make them less likely to be called.
The New York Long-Term Tax-Exempt Fund is subject to extension risk, which is the chance that during periods of rising interest rates, certain debt securities will be paid off substantially more slowly than originally anticipated, and the value of those securities may fall. Extension risk is generally high for long-term bond funds.
Security Selection
Each Fund invests primarily in municipal securities issued by New York state or local governments, as well as by regional governmental and public financing authorities. Each Fund may also invest in municipal securities issued by certain U.S. territories. As a matter of fundamental policy, each Fund will normally invest at least 80% of its assets in securities whose income is exempt from federal and New York state taxes.
The Vanguard Group, Inc. (Vanguard), advisor to the Funds, uses a hub-and-satellite approach to managing the New York Long-Term Tax-Exempt Fund. This allows for a team-oriented and consistent management process. The hub, composed of senior leaders, focuses on the macroeconomic outlook, high level risk allocation, and process oversight. Satellites, composed of portfolio managers, credit and quantitative analysts, and traders, construct the portfolio using the parameters set by the hub. For the New York Municipal Money Market Fund, Vanguard selects high-quality money market instruments.
The New York Long-Term Tax-Exempt Fund is subject to liquidity risk, which is the chance that the Fund may not be able to sell a security in a timely manner at a desired price.
Municipal securities are traded via a network among dealers and brokers that connect buyers with sellers. Liquidity in the tax-exempt bond market has been reduced as a result of overall economic conditions and credit tightening. There may be little trading in the secondary market for particular bonds and other debt securities, which may make them more difficult to value or sell.
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Up to 20% of each Funds assets may be invested in securities that are subject to the alternative minimum tax.
| Plain Talk About Alternative Minimum Tax |
| Certain tax-exempt bonds whose proceeds are used to fund private, for-profit |
| organizations may be considered tax-preference items for purposes of the |
| alternative minimum tax (AMT)a special tax system designed to ensure that |
| individuals pay at least a certain level of federal taxes. Although AMT bond |
| income is exempt from federal income tax, taxpayers may have to pay AMT on |
| the income from bonds considered tax-preference items. |
Under normal circumstances, the New York Municipal Money Market Fund invests at least 80% of its assets in a variety of high-quality, short-term New York municipal securities. The Fund seeks to provide a stable net asset value of $1 per share by investing in securities with effective maturities of 397 days or less, by maintaining a dollar-weighted average maturity of 60 days or less, and by maintaining a dollar-weighted average life of 120 days or less. An investment in a money market fund is neither insured nor guaranteed by the U.S. government, and there can be no assurance that the Fund will be able to maintain a stable net asset value of $1 per share.
Under certain circumstances, the exposure to a single issuer could cause the New York Municipal Money Market Fund to fail to maintain a share price of $1.
In normal market conditions, the New York Long-Term Tax-Exempt Fund invests at least 80% of its assets in investment-grade (or high-quality) municipal securities, as determined by a nationally recognized statistical rating organization (NRSRO) or determined to be of comparable quality by the advisor, emphasizing well-diversified, highly-rated municipal bonds. Under normal conditions and subject to state economic conditions, no more than 20% of the Funds assets may be invested in municipal securities that are non-investment-grade, as determined by an NRSRO or determined to be of comparable quality by the advisor. The Fund may continue to hold bonds that have been downgraded, even if they would no longer be eligible for purchase by the Fund.
The New York Long-Term Tax-Exempt Fund has no limitations as to the maturities of the securities in which it invests. However, the Fund is expected to maintain a dollar-weighted average maturity between 10 and 25 years.
As tax-advantaged investments, the Funds are vulnerable to federal and New York state tax-law changes (for instance, the IRS could rule that the income from certain types of state-issued bonds would no longer be considered tax-exempt).
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Each Fund is subject to nondiversification risk, which is the chance that the Funds performance may be hurt disproportionately by the poor performance of relatively few securities. Each Fund is considered nondiversified, which means that it may invest a greater percentage of its assets in the securities of particular issuers as compared with diversified mutual funds.
Even though the Funds are nondiversified, they try to minimize credit risk by purchasing a wide selection of New York municipal securities. As a result, there is less chance that a Fund will be hurt significantly by a particular bond issuers failure to pay either principal or interest.
Each Fund is subject to 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.
Other Investment Policies and Risks
In addition to investing in high-quality municipal securities, each Fund may make other kinds of investments to achieve its objective. Some of these investments may generate taxable income, and thus the Fund may need to distribute income subject to federal or New York personal income tax or the alternative minimum tax.
Each Fund may purchase tax-exempt securities on a when-issued basis. When investing in when-issued securities, the Fund agrees to buy the securities at a certain price on a certain date, even if the market price of the securities at the time of delivery is higher or lower than the agreed-upon purchase price.
Each Fund may invest in derivatives. In general, investments in derivatives may involve risks different from, and possibly greater than, those of investments directly in the underlying securities or assets.
Generally speaking, a derivative is a financial contract whose value is based on the value of a financial asset (such as a stock, a bond, or a currency), a physical asset (such as gold, oil, or wheat), a market index (such as the Bloomberg Barclays U.S. Aggregate Bond Index), or a reference rate (such as LIBOR). The New York Long-Term Tax-Exempt Fund may invest in derivatives only if the expected risks and rewards of the derivatives are consistent with the investment objective, policies, strategies, and risks of the Fund as disclosed in this prospectus. In particular, derivatives will be used only when they may help the advisor to accomplish one or more of the following:
Invest in eligible asset classes with greater efficiency and lower cost than is possible through direct investment.
Add value when these instruments are attractively priced.
Adjust sensitivity to changes in interest rates.
The Funds derivative investments may include fixed income futures contracts, fixed income options, interest rate swaps, total return swaps, credit default swaps, or other derivatives. Losses (or gains) involving futures contracts can sometimes be substantialin part because a relatively small price movement in a futures contract may result in an immediate and substantial loss (or gain) for a fund. Similar risks exist for other types of derivatives.
The New York Municipal Money Market Fund may invest in derivative securities that, in the advisors opinion, are consistent with the Funds objective of maintaining a stable $1 share price and producing current tax-exempt income. The Fund intends to use derivatives to increase diversification while maintaining its quality standards. There are many types of derivatives, including those in which the tax-exempt interest rate is determined by reference to an index or swap agreement or by some other formula.
In addition, each Fund may invest in tender option bond programs, a type of municipal bond derivative that allows the purchaser to receive a variable rate of tax-exempt income from a trust entity that holds long-term municipal bonds. Each Fund may also invest in long-term municipal bonds combined with a demand feature (i.e., variable rate demand notes or VRDNs), which represents the right to sell the instrument back to the remarketer or liquidity provider, usually a bank, for repurchase on short notice, normally one day or seven days. Derivative securities are subject to certain structural risks that, in unexpected circumstances, could cause the Funds shareholders to lose money or receive taxable income.
Plain Talk About Derivatives
Derivatives can take many forms. Some forms of derivativessuch as exchange-traded futures and options on securities, commodities, or indexeshave been trading on regulated exchanges for decades. These types of derivatives are standardized contracts that can easily be bought and sold and whose market values are determined and published daily. On the other hand, non-exchange-traded derivativessuch as certain swap agreementstend to be more specialized or complex and may be more difficult to accurately value.
Cash Management
Each Funds daily cash balance may be invested in one or more Vanguard CMT Funds, which are low-cost money market funds. When investing in a Vanguard CMT Fund, each Fund bears its proportionate share of the expenses of the CMT Fund in which it invests. Vanguard receives no additional revenue from Fund assets invested in a Vanguard CMT Fund. Investment in a Vanguard CMT Fund may generate taxable income for a Fund and potentially may require the Fund to distribute income subject to federal or New York personal income tax or the alternative minimum tax.
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Methods Used to Meet Redemption Requests
Under normal circumstances, each Fund typically expects to meet redemptions with other positive cash flows. When this is not an option, each Fund seeks to maintain its risk exposure by selling a cross section of the Funds holdings to meet redemptions, while also factoring in transaction costs. Additionally, a Fund may work with larger clients to implement their redemptions in a manner that is least disruptive to the portfolio; see Potentially disruptive redemptions under Redeeming Shares in the Investing With Vanguard section.
Under certain circumstances, including under stressed market conditions, there are additional tools that each Fund may use in order to meet redemptions, including advancing the settlement of market trades with counterparties to match investor redemption payments or delaying settlement of an investors transaction to match trade settlement within regulatory requirements. A Fund may also suspend payment of redemption proceeds for up to seven days; see Emergency circumstances under Redeeming Shares in the Investing With Vanguard section. Additionally under these unusual circumstances, a Fund may borrow money (subject to certain regulatory conditions and if available under board-approved procedures) through an interfund lending facility or through a bank line-of-credit, including a joint committed credit facility, in order to meet redemption requests.
Temporary Investment Measures
Each Fund may temporarily depart from its normal investment policies and strategiesfor instance, by allocating substantial assets to cash equivalent investments, U.S. Treasury securities, other investment companies (including exchange-traded funds), or short-term municipal securities issued outside of New Yorkin response to adverse or unusual market, economic, political, or other conditions. Such conditions could include a temporary decline in the availability of New York municipal obligations. By temporarily departing from its normal investment policies, the Fund may distribute income subject to federal or New York state personal income tax or the alternative minimum tax and may otherwise fail to achieve its investment objective.
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Plain Talk About Cash Equivalent Investments
For mutual funds that hold cash equivalent investments, cash does not mean literally that the fund holds a stack of currency. Rather, cash refers to short-term, interest-bearing securities that can easily and quickly be converted to currency. Most mutual funds keep at least a small percentage of assets in cash to accommodate shareholder redemptions. While some funds strive to keep cash levels at a minimum and to always remain fully invested in bonds, other bond funds allow investment advisors to hold up to 20% or more of a funds assets in cash equivalent investments.
Frequent Trading or Market-Timing
Background. Some investors try to profit from strategies involving frequent trading of mutual fund shares, such as market-timing. For funds holding foreign securities, investors may try to take advantage of an anticipated difference between the price of the funds shares and price movements in overseas markets, a practice also known as time-zone arbitrage. Investors also may try to engage in frequent trading of funds holding investments such as small-cap stocks and high-yield bonds. As money is shifted into and out of a fund by a shareholder engaging in frequent trading, the fund incurs costs for buying and selling securities, resulting in increased brokerage and administrative costs. These costs are borne by all fund shareholders, including the long-term investors who do not generate the costs. In addition, frequent trading may interfere with an advisors ability to efficiently manage the fund.
Policies to address frequent trading. The Vanguard funds (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) do not knowingly accommodate frequent trading. The board of trustees of each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) has adopted policies and procedures reasonably designed to detect and discourage frequent trading and, in some cases, to compensate the fund for the costs associated with it. These policies and procedures do not apply to ETF Shares because frequent trading in ETF Shares generally does not disrupt portfolio management or otherwise harm fund shareholders. Although there is no assurance that Vanguard will be able to detect or prevent frequent trading or market-timing in all circumstances, the following policies have been adopted to address these issues:
Each Vanguard fund reserves the right to reject any purchase requestincluding exchanges from other Vanguard fundswithout notice and regardless of size. For example, a purchase request could be rejected because the investor has a history of frequent trading or if Vanguard determines that such purchase may negatively affect a funds operation or performance.
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Each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) generally prohibits, except as otherwise noted in the Investing With Vanguard section, an investors purchases or exchanges into a fund account for 30 calendar days after the investor has redeemed or exchanged out of that fund account.
Certain Vanguard funds charge shareholders purchase and/or redemption fees on transactions.
See the Investing With Vanguard section of this prospectus for further details on Vanguards transaction policies.
Each Vanguard fund (other than retail and government money market funds), in determining its net asset value, will use fair-value pricing when appropriate, as described in the Share Price section. Fair-value pricing may reduce or eliminate the profitability of certain frequent-trading strategies.
Do not invest with Vanguard if you are a market-timer.
Turnover Rate
Although the New York Long-Term Tax-Exempt Fund generally seeks to invest for the long term, it may sell securities regardless of how long they have been held. The Financial Highlights section of this prospectus shows historical turnover rates for this Fund. (Turnover rates are not meaningful for money market funds because their holdings are so short-term.) A turnover rate of 100%, for example, would mean that the Fund had sold and replaced securities valued at 100% of its net assets within a one-year period. Shorter-term bonds will mature or be soldand need to be replacedmore frequently than longer-term bonds. As a result, shorter-term bond funds tend to have higher turnover rates than longer-term bond funds.
Plain Talk About Turnover Rate
Before investing in a mutual fund, you should review its turnover rate. This rate gives an indication of how transaction costs, which are not included in the funds expense ratio, could affect the funds future returns. In general, the greater the volume of buying and selling by the fund, the greater the impact that dealer markups and other transaction costs will have on its return. Also, funds with high turnover rates may be more likely to generate capital gains, including short-term capital gains, that must be distributed to shareholders and will be taxable to shareholders investing through a taxable account.
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The Funds and Vanguard
Each Fund is a member of The Vanguard Group, a family of over 200 funds holding assets of approximately $4.5 trillion. All of the funds that are members of The Vanguard Group (other than funds of funds) share in the expenses associated with administrative services and business operations, such as personnel, office space, and equipment.
Vanguard Marketing Corporation provides marketing services to the funds. Although fund shareholders do not pay sales commissions or 12b-1 distribution fees, each fund (other than a fund of funds) or each share class of a fund (in the case of a fund with multiple share classes) pays its allocated share of the Vanguard funds marketing costs.
Plain Talk About Vanguards Unique Corporate Structure
The Vanguard Group is truly a mutual mutual fund company. It 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 may be owned by one person, by a private group of individuals, or by public investors who own the management companys stock. The management fees charged by these companies include a profit component over and above the companies cost of providing services. By contrast, Vanguard provides services to its member funds on an at-cost basis, with no profit component, which helps to keep the funds expenses low.
Investment Advisor
The Vanguard Group, Inc., P.O. Box 2600, Valley Forge, PA 19482, which began operations in 1975, serves as advisor to the Funds through its Fixed Income Group. As of November 30, 2017, Vanguard served as advisor for approximately $3.8 trillion in assets. Vanguard provides investment advisory services to the Funds on an at-cost basis, subject to the supervision and oversight of the trustees and officers of the Funds.
For the fiscal year ended November 30, 2017, the advisory expenses represented an effective annual rate of each Funds average net assets as follows: for the New York Municipal Money Market Fund, 0.03%; for the New York Long-Term Tax-Exempt Fund, 0.01%.
Under the terms of an SEC exemption, the Funds board of trustees may, without prior approval from shareholders, change the terms of an advisory agreement with a third-party investment advisor or hire a new third-party investment advisoreither as a replacement for an existing advisor or as an additional advisor. Any significant change
27
in a Funds advisory arrangements will be communicated to shareholders in writing. As the Funds sponsor and overall manager, Vanguard may provide investment advisory services to a Fund, on an at-cost basis, at any time. Vanguard may also recommend to the board of trustees that an advisor be hired, terminated, or replaced or that the terms of an existing advisory agreement be revised. The Funds have filed an application seeking a similar SEC exemption with respect to investment advisors that are wholly owned subsidiaries of Vanguard. If granted, the Funds may rely on the new SEC relief.
For a discussion of why the board of trustees approved each Funds investment advisory arrangement, see the most recent semiannual report to shareholders covering the fiscal period ended May 31.
The managers primarily responsible for the day-to-day management of the Funds are:
Adam M. Ferguson, CFA, Portfolio Manager at Vanguard. He has been with Vanguard since 2004, has worked in investment management since 2008, and has managed the New York Long-Term Tax-Exempt Fund since 2013. Education: B.S., Wilmington University.
John Grimes, CFA, Portfolio Manager at Vanguard. He has been with Vanguard since 1998; has worked in investment management since 2008; and has managed investment portfolios, including the New York Municipal Money Market Fund, since 2017. Education: B.A., Marquette University; M.B.A., Saint Josephs University.
The Statement of Additional Information provides information about each portfolio managers compensation, other accounts under management, and ownership of shares of the Funds.
Dividends, Capital Gains, and Taxes
Fund Distributions
Each Fund distributes to shareholders virtually all of its net income (interest less expenses) as well as any net short-term or long-term capital gains realized from the sale of its holdings. The Funds income dividends generally are declared daily and distributed monthly; capital gains distributions, if any, generally occur annually in December. In addition, each Fund may occasionally make a supplemental distribution at some other time during the year. You can receive distributions of income or capital gains in cash, or you can have them automatically reinvested in more shares of the Fund.
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| Plain Talk About Distributions |
| As a shareholder, you are entitled to your portion of a funds income from interest |
| as well as capital gains from the funds sale of investments. Income consists of |
| interest the fund earns from its money market and bond investments. The |
| portion of such dividends that is exempt from federal income tax will be |
| designated as exempt-interest dividends. 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. |
Basic Tax Points
A majority of the income dividends you receive from the Funds are expected to be exempt from federal and New York state income taxes. In addition, you should be aware of the following basic federal income tax points about tax-exempt mutual funds:
Distributions of capital gains and any investment income that is not exempt from federal income tax are taxable to you whether or not you reinvest these amounts in additional Fund shares.
Distributions declared in Decemberif paid to you by the end of Januaryare taxable as if received in December.
Any short-term capital gains distribution that you receive is taxable to you as ordinary income.
Any distribution of net long-term capital gains is taxable to you as long-term capital gains, no matter how long you have owned shares in the Fund.
Capital gains distributions may vary considerably from year to year as a result of the Funds normal investment activities and cash flows.
Exempt-interest dividends from a tax-exempt fund are taken into account in determining the taxable portion of any Social Security or railroad retirement benefits that you receive.
Income paid from tax-exempt bonds whose proceeds are used to fund private, for-profit organizations may be subject to the federal alternative minimum tax.
A sale or exchange of Fund shares is a taxable event. This means that you may have a capital gain to report as income, or a capital loss to report as a deduction, when you complete your tax return.
If you redeem or exchange shares when the New York Municipal Money Market Fund has imposed a liquidity fee, then the amount you receive for your redemption will be reduced by the amount of the liquidity fee and will generally cause you to recognize a loss for tax purposes equal to the amount of that fee. If the New York
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Municipal Money Market Fund has imposed a liquidity fee, it is possible that the Fund may need to distribute to its remaining shareholders all or a portion of the amount of the fee collected. This distribution may be taxable to you as ordinary income or may constitute a non-taxable return of capital.
Any conversion between classes of shares of the same fund is a nontaxable event. By contrast, an exchange between classes of shares of different funds is a taxable event.
Vanguard (or your intermediary) will send you a statement each year showing the tax status of all of your distributions.
Individuals, trusts, and estates whose income exceeds certain threshold amounts are subject to a 3.8% Medicare contribution tax on net investment income. Net investment income takes into account distributions paid by the Fund (except exempt-interest dividends) and capital gains from any sale or exchange of Fund shares.
Income dividends and capital gains distributions that you receive, as well as your gains or losses from any sale or exchange of Fund shares, may be subject to state and local income taxes.
Income dividends from interest earned on municipal securities of a state or its political subdivisions are generally exempt from that states income taxes. Almost all states, however, tax interest earned on municipal securities of other states.
This prospectus provides general tax information only. Please consult your tax advisor for detailed information about any tax consequences for you.
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General Information
Backup withholding. By law, Vanguard must withhold 24% of any taxable distributions or redemptions from your account if you do not:
Provide your correct taxpayer identification number.
Certify that the taxpayer identification number is correct.
Confirm that you are not subject to backup withholding.
Similarly, Vanguard (or your intermediary) must withhold taxes from your account if the IRS instructs us to do so. The backup withholding rules may also apply to distributions that are designated as exempt-interest dividends.
Foreign investors. Vanguard funds offered for sale in the United States (Vanguard U.S. funds), including the Funds offered in this prospectus, are not widely available outside the United States. Non-U.S. investors should be aware that U.S. withholding and estate taxes and certain U.S. tax reporting requirements may apply to any investments in Vanguard U.S. funds. Foreign investors should visit the Non-U.S. Investors page on our website at vanguard.com for information on Vanguards non-U.S. products.
Invalid addresses. If an income dividend distribution or capital gains distribution check mailed to your address of record is returned as undeliverable, Vanguard will automatically reinvest the distribution and all future distributions until you provide us with a valid mailing address. Reinvestments will receive the net asset value calculated on the date of the reinvestment.
Share Price
Share price, also known as net asset value (NAV), is calculated each business day as of the close of regular trading on the New York Stock Exchange (NYSE), generally 4 p.m., Eastern time. In the rare event the NYSE experiences unanticipated trade disruptions and is unavailable at the close of the trading day, NAVs will be calculated as of the close of regular trading on the Nasdaq (or another alternate exchange if the Nasdaq is unavailable, as determined at Vanguards discretion), generally 4 p.m., Eastern time. Each share class (other than for the money market fund) has its own NAV, which is computed by dividing the total assets, minus liabilities, allocated to the share class by the number of Fund shares outstanding for that class. The NAV per share for the money market fund is computed by dividing the total assets, minus liabilities, of the Fund by the number of Fund shares outstanding. On U.S. holidays or other days when the NYSE is closed, the NAV is not calculated, and the Funds do not sell or redeem shares.
Debt securities held by a Vanguard fund are valued based on information furnished by an independent pricing service or market quotations. When a fund determines that pricing-service information or market quotations either are not readily available or do not accurately reflect the value of a security, the security is priced at its fair value (the
31
amount that the owner might reasonably expect to receive upon the current sale of the security).
The instruments held by a Vanguard retail or government money market fund are valued on the basis of amortized cost. The values of any foreign securities held by a fund are converted into U.S. dollars using an exchange rate obtained from an independent third party as of the close of regular trading on the NYSE. The values of any mutual fund shares, including institutional money market fund shares, held by a fund are based on the NAVs of the shares. The values of any ETF shares or closed-end fund shares held by a fund are based on the market value of the shares.
A fund also may use fair-value pricing on bond market holidays when the fund is open for business (such as Columbus Day and Veterans Day). Fair-value prices are determined by Vanguard according to procedures adopted by the board of trustees. When fair-value pricing is employed, the prices of securities used by a fund to calculate the NAV may differ from quoted or published prices for the same securities.
Although the stable share price is not guaranteed, the NAV of Vanguard retail and government money market funds is expected to remain at $1 per share. Instruments are purchased and managed with that goal in mind.
Vanguard fund share prices are published daily; share prices, along with money market fund yields, are available on our website at vanguard.com/prices.
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Financial Highlights
The following financial highlights tables are intended to help you understand each Funds financial performance for the periods shown, and certain information reflects financial results for a single Fund share. The total returns in each table represent the rate that an investor would have earned or lost each period on an investment in the Fund (assuming reinvestment of all distributions). This information has been obtained from the financial statements audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, whose reportalong with each Funds financial statementsis included in the Funds most recent annual report to shareholders. You may obtain a free copy of the latest annual or semiannual report by visiting vanguard.com or by contacting Vanguard by telephone or mail.
Plain Talk About How to Read the Financial Highlights Tables
This explanation uses the New York Municipal Money Market Fund as an example. The Fund began fiscal year 2017 with a net asset value (share price) of $1.00 per share. During the year, the Fund earned $0.007 per share from investment income (interest). Shareholders received $0.007 per share in the form of dividend distributions.
The earnings ($0.007 per share) minus the distributions ($0.007 per share) resulted in a share price of $1.00 at the end of the year. For a shareholder who reinvested the distributions in the purchase of more shares, the total return was 0.67% for the year.
As of November 30, 2017, the Fund had approximately $2.4 billion in net assets. For the year, its expense ratio was 0.16% ($1.60 per $1,000 of net assets), and its net investment income amounted to 0.67% of its average net assets.
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| New York Municipal Money Market Fund | |||||
| Year Ended November 30, | |||||
| For a Share Outstanding Throughout Each Period | 2017 | 2016 | 2015 | 2014 | 2013 |
| Net Asset Value, Beginning of Period | $1.00 | $1.00 | $1.00 | $1.00 | $1.00 |
| Investment Operations | |||||
| Net Investment Income | .0071 | .003 | .0001 | .0001 | .0001 |
| Net Realized and Unrealized Gain (Loss) | |||||
| on Investments | | | | | |
| Total from Investment Operations | .007 | .003 | .0001 | .0001 | .0001 |
| Distributions | |||||
| Dividends from Net Investment Income | (.007) | (.003) | (.0001) | (.0001) | (.0001) |
| Distributions from Realized Capital Gains | | | | | |
| Total Distributions | (.007) | (.003) | (.0001) | (.0001) | (.0001) |
| Net Asset Value, End of Period | $1.00 | $1.00 | $1.00 | $1.00 | $1.00 |
| Total Return2 | 0.67% | 0.26% | 0.01% | 0.01% | 0.01% |
| Ratios/Supplemental Data | |||||
| Net Assets, End of Period (Millions) | $2,424 | $2,059 | $2,190 | $2,292 | $2,483 |
| Ratio of Total Expenses to Average Net Assets | 0.16% | 0.13%3 | 0.06%3 | 0.07%3 | 0.12%3 |
| Ratio of Net Investment Income to | |||||
| Average Net Assets | 0.67% | 0.25% | 0.01% | 0.01% | 0.01% |
1 Calculated based on average shares outstanding.
2 Total returns do not include account service fees that may have applied in the periods shown.
3 The ratio of total expenses to average net assets before an expense reduction was 0.16% for 2016, 0.16% for 2015, 0.16% for 2014, and 0.16% for 2013. For the year ended November 30, 2017, there was no expense reduction. For additional information, see Note B in the Notes to Financial Statements section of the Funds current annual report to shareholders dated November 30, 2017.
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| New York Long-Term Tax-Exempt Fund Investor Shares | |||||
| Year Ended November 30, | |||||
| For a Share Outstanding Throughout Each Period | 2017 | 2016 | 2015 | 2014 | 2013 |
| Net Asset Value, Beginning of Period | $11.49 | $11.84 | $11.77 | $11.11 | $12.03 |
| Investment Operations | |||||
| Net Investment Income | .3721 | .384 | .390 | .404 | .397 |
| Net Realized and Unrealized Gain (Loss) | |||||
| on Investments | .282 | (.343) | .070 | .660 | (.920) |
| Total from Investment Operations | .654 | .041 | .460 | 1.064 | (.523) |
| Distributions | |||||
| Dividends from Net Investment Income | (.372) | (.380) | (.390) | (.404) | (.397) |
| Distributions from Realized Capital Gains | (.062) | (.011) | | | |
| Total Distributions | (.434) | (.391) | (.390) | (.404) | (.397) |
| Net Asset Value, End of Period | $11.71 | $11.49 | $11.84 | $11.77 | $11.11 |
| Total Return2 | 5.76% | 0.24% | 3.97% | 9.71% | 4.38% |
| Ratios/Supplemental Data | |||||
| Net Assets, End of Period (Millions) | $464 | $460 | $423 | $417 | $391 |
| Ratio of Total Expenses to Average Net Assets | 0.19% | 0.19% | 0.20% | 0.20% | 0.20% |
| Ratio of Net Investment Income to | |||||
| Average Net Assets | 3.18% | 3.18% | 3.26% | 3.57% | 3.47% |
| Portfolio Turnover Rate | 16% | 18% | 17% | 27% | 23% |
1 Calculated based on average shares outstanding.
2 Total returns do not include account service fees that may have applied in the periods shown.
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| New York Long-Term Tax-Exempt Fund Admiral Shares | |||||
| Year Ended November 30, | |||||
| For a Share Outstanding Throughout Each Period | 2017 | 2016 | 2015 | 2014 | 2013 |
| Net Asset Value, Beginning of Period | $11.49 | $11.84 | $11.77 | $11.11 | $12.03 |
| Investment Operations | |||||
| Net Investment Income | .3841 | .396 | .400 | .413 | .406 |
| Net Realized and Unrealized Gain (Loss) | |||||
| on Investments | .282 | (.343) | .070 | .660 | (.920) |
| Total from Investment Operations | .666 | .053 | .470 | 1.073 | (.514) |
| Distributions | |||||
| Dividends from Net Investment Income | (.384) | (.392) | (.400) | (.413) | (.406) |
| Distributions from Realized Capital Gains | (.062) | (.011) | | | |
| Total Distributions | (.446) | (.403) | (.400) | (.413) | (.406) |
| Net Asset Value, End of Period | $11.71 | $11.49 | $11.84 | $11.77 | $11.11 |
| Total Return2 | 5.87% | 0.34% | 4.06% | 9.80% | 4.31% |
| Ratios/Supplemental Data | |||||
| Net Assets, End of Period (Millions) | $3,929 | $3,527 | $3,547 | $3,187 | $2,697 |
| Ratio of Total Expenses to Average Net Assets | 0.09% | 0.09% | 0.12% | 0.12% | 0.12% |
| Ratio of Net Investment Income to | |||||
| Average Net Assets | 3.28% | 3.28% | 3.34% | 3.65% | 3.55% |
| Portfolio Turnover Rate | 16% | 18% | 17% | 27% | 23% |
1 Calculated based on average shares outstanding.
2 Total returns do not include account service fees that may have applied in the periods shown.
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Investing With Vanguard
This section of the prospectus explains the basics of doing business with Vanguard. Vanguard fund shares can be held directly with Vanguard or indirectly through an intermediary, such as a bank, a broker, or an investment advisor. If you hold Vanguard fund shares directly with Vanguard, you should carefully read each topic within this section that pertains to your relationship with Vanguard. If you hold Vanguard fund shares indirectly through an intermediary (including shares held through a Vanguard brokerage account), please see Investing With Vanguard Through Other Firms, and also refer to your account agreement with the intermediary for information about transacting in that account. Vanguard reserves the right to change the following policies without notice. Please call or check online for current information. See Contacting Vanguard.
For Vanguard fund shares held directly with Vanguard, each fund you hold in an account is a separate fund account. For example, if you hold three funds in a nonretirement account titled in your own name, two funds in a nonretirement account titled jointly with your spouse, and one fund in an individual retirement account, you have six fund accountsand this is true even if you hold the same fund in multiple accounts. Note that each reference to you in this prospectus applies to any one or more registered account owners or persons authorized to transact on your account.
Purchasing Shares
Vanguard reserves the right, without notice, to increase or decrease the minimum amount required to open, convert shares to, or maintain a fund account or to add to an existing fund account.
Investment minimums may differ for certain categories of investors.
Account Minimums for Investor Shares
To open and maintain an account. $3,000. For Vanguard New York Municipal Money Market Fund, financial intermediaries and Vanguard retail managed clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Investor Shares. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility.
To add to an existing account. Generally $1.
Account Minimums for Admiral Shares
To open and maintain an account. $50,000. If you request Admiral Shares when you open a new account but the investment amount does not meet the account minimum for Admiral Shares, your investment will be placed in Investor Shares of the Fund. Financial intermediaries, institutional, and Vanguard retail managed clients should contact Vanguard for information on special eligibility rules that may apply to
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them regarding Admiral Shares. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility.
To add to an existing account. Generally $1.
How to Initiate a Purchase Request
Be sure to check Exchanging Shares, Frequent-Trading Limitations, and Other Rules You Should Know before placing your purchase request.
Online. You may open certain types of accounts, request a purchase of shares, and request an exchange through our website or our mobile application if you are registered for online access.
By telephone. You may call Vanguard to begin the account registration process or request that the account-opening forms be sent to you. You may also call Vanguard to request a purchase of shares in your account or to request an exchange. See
Contacting Vanguard.
By mail. You may send Vanguard your account registration form and check to open a new fund account. To add to an existing fund account, you may send your check with an Invest-by-Mail form (from a transaction confirmation or your account statement), with a deposit slip (available online), or with a written request. You may also send a written request to Vanguard to make an exchange. For a list of Vanguard addresses, see Contacting Vanguard.
How to Pay for a Purchase
By electronic bank transfer. You may purchase shares of a Vanguard fund through an electronic transfer of money from a bank account. To establish the electronic bank transfer service on an account, you must designate the bank account online, complete a special form, or fill out the appropriate section of your account registration form. After the service is set up on your account, you can purchase shares by electronic bank transfer on a regular schedule (Automatic Investment Plan) or upon request. Your purchase request can be initiated online (if you are registered for online access), by telephone, or by mail.
By wire. Wiring instructions vary for different types of purchases. Please call Vanguard for instructions and policies on purchasing shares by wire. See Contacting Vanguard.
By check. You may make initial or additional purchases to your fund account by sending a check or by utilizing our mobile application if you are registered for online access. Also see How to Initiate a Purchase Request. Make your check payable to Vanguard and include the appropriate fund number (e.g., Vanguardxx). For a list of Fund numbers (for Funds and share classes in this prospectus), see Additional Information.
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By exchange. You may purchase shares of a Vanguard fund using the proceeds from the simultaneous redemption of shares of another Vanguard fund. You may initiate an exchange online (if you are registered for online access), by telephone, or by mail. See
Exchanging Shares.
Trade Date
The trade date for any purchase request received in good order will depend on the day and time Vanguard receives your request, the manner in which you are paying, and the type of fund you are purchasing. Your purchase will be executed using the net asset value (NAV) as calculated on the trade date. NAVs are calculated only on days that the New York Stock Exchange (NYSE) is open for trading (a business day).
For purchases by check into all funds other than money market funds and for purchases by exchange, wire, or electronic bank transfer (not using an Automatic Investment Plan) into all funds: If the purchase request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date for the purchase will be the same day. If the purchase request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date for the purchase will be the next business day.
For purchases by check into money market funds: If the purchase request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date for the purchase will be the next business day. If the purchase request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date for the purchase will be the second business day following the day Vanguard receives the purchase request. Because money market instruments must be purchased with federal funds and it takes a money market mutual fund one business day to convert check proceeds into federal funds, the trade date for the purchase will be one business day later than for other funds.
For purchases by electronic bank transfer using an Automatic Investment Plan: Your trade date generally will be the date you selected for withdrawal of funds from your designated bank account. Your bank account generally will be debited on the business day after your trade date. If the date you selected for withdrawal of funds from your bank account falls on a weekend, holiday, or other nonbusiness day, your trade date generally will be the previous business day. For retirement accounts, if the date you selected for withdrawal of funds from your designated bank account falls on the last business day of the year, your trade date will be the first business day of the following year. Please note that if you select the first of the month for automated withdrawals from your designated bank account, trades designated for January 1 will receive the next business days trade date.
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If your purchase request is not accurate and complete, it may be rejected. See Other Rules You Should KnowGood Order.
For further information about purchase transactions, consult our website at vanguard.com or see Contacting Vanguard.
Earning Dividends
You generally begin earning dividends on the business day following your trade date. When buying money market fund shares through a federal funds wire on a business day, however, you generally can begin earning dividends immediately by making a purchase request by telephone to Vanguard before 10:45 a.m., Eastern time (2 p.m., Eastern time, for Vanguard Prime Money Market Fund; 12:30 p.m., Eastern time, for Vanguard Federal Money Market Fund).
Other Purchase Rules You Should Know
Admiral Shares. Admiral Shares generally are not available for SIMPLE IRAs and Vanguard Individual 401(k) Plans.
Check purchases. All purchase checks must be written in U.S. dollars and must be drawn on a U.S. bank. Vanguard does not accept cash, travelers checks, starter checks, or money orders. In addition, Vanguard may refuse checks that are not made payable to Vanguard.
New accounts. We are required by law to obtain from you certain personal information that we will use to verify your identity. If you do not provide the information, we may not be able to open your account. If we are unable to verify your identity, Vanguard reserves the right, without notice, to close your account or take such other steps as we deem reasonable. Certain types of accounts may require additional documentation.
Refused or rejected purchase requests. Vanguard reserves the right to stop selling fund shares or to reject any purchase request at any time and without notice, including, but not limited to, purchases requested by exchange from another Vanguard fund. This also includes the right to reject any purchase request because the investor has a history of frequent trading or because the purchase may negatively affect a funds operation or performance.
Large purchases. Call Vanguard before attempting to invest a large dollar amount.
No cancellations. Vanguard will not accept your request to cancel any purchase request once processing has begun. Please be careful when placing a purchase request.
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Converting Shares
When a conversion occurs, you receive shares of one class in place of shares of another class of the same fund. At the time of conversion, the dollar value of the new shares you receive equals the dollar value of the old shares that were converted. In other words, the conversion has no effect on the value of your investment in the fund at the time of the conversion. However, the number of shares you own after the conversion may be greater than or less than the number of shares you owned before the conversion, depending on the NAVs of the two share classes.
Vanguard will not accept your request to cancel any self-directed conversion request once processing has begun. Please be careful when placing a conversion request.
A conversion between share classes of the same fund is a nontaxable event.
Trade Date
The trade date for any conversion request received in good order will depend on the day and time Vanguard receives your request. Your conversion will be executed using the NAVs of the different share classes on the trade date. NAVs are calculated only on days that the NYSE is open for trading (a business day).
For a conversion request received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. For a conversion request received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day. See Other Rules You Should Know.
Conversions From Investor Shares to Admiral Shares
Self-directed conversions. If your account balance in the Fund is at least $50,000, you may ask Vanguard to convert your Investor Shares to Admiral Shares. You may request a conversion through our website (if you are registered for online access), by telephone, or by mail. Financial intermediaries, institutional, and Vanguard retail managed clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Admiral Shares. See Contacting Vanguard. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility.
Automatic conversions. Vanguard conducts periodic reviews of account balances and may, if your account balance in the Fund exceeds $50,000, automatically convert your Investor Shares to Admiral Shares. You will be notified before an automatic conversion occurs and will have an opportunity to instruct Vanguard not to effect the conversion. Financial intermediaries, institutional, and Vanguard retail managed clients should contact Vanguard for information on special eligibility rules that may apply to them
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regarding Admiral Shares. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility.
Mandatory Conversions to Investor Shares
If an account no longer meets the balance requirements for Admiral Shares, Vanguard may automatically convert the shares in the account to Investor Shares. A decline in the account balance because of market movement may result in such a conversion. Vanguard will notify the investor in writing before any mandatory conversion occurs.
Redeeming Shares
How to Initiate a Redemption Request
Be sure to check Exchanging Shares, Frequent-Trading Limitations, and Other Rules You Should Know before placing your redemption request.
Online. You may request a redemption of shares or request an exchange through our website or our mobile application if you are registered for online access.
By telephone. You may call Vanguard to request a redemption of shares or an exchange. See Contacting Vanguard.
By mail. You may send a written request to Vanguard to redeem from a fund account or to make an exchange. See Contacting Vanguard.
By writing a check. If you have established the checkwriting service on your account, you can redeem shares by writing a check for $250 or more.
How to Receive Redemption Proceeds
By electronic bank transfer. You may have the proceeds of a fund redemption sent directly to a designated bank account. To establish the electronic bank transfer service on an account, you must designate a bank account online, complete a special form, or fill out the appropriate section of your account registration form. After the service is set up on your account, you can redeem shares by electronic bank transfer on a regular schedule (Automatic Withdrawal Plan) or upon request. Your redemption request can be initiated online (if you are registered for online access), by telephone, or by mail.
By wire. To receive your proceeds by wire, you may instruct Vanguard to wire your redemption proceeds ($100 minimum) to a previously designated bank account. To establish the wire redemption service, you generally must designate a bank account online, complete a special form, or fill out the appropriate section of your account registration form.
Please note that Vanguard charges a $10 wire fee for outgoing wire redemptions. The fee is assessed in addition to, rather than being withheld from, redemption proceeds
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and is paid directly to the fund. For example, if you redeem $100 via a wire, you will receive the full $100, and your fund account will also be assessed the $10 fee by redeeming additional fund shares. If you redeem your entire fund account, your redemption proceeds will be reduced by the fee amount. The wire fee does not apply to accounts held by Flagship and Flagship Select clients; accounts held through intermediaries, including Vanguard Brokerage Services; or accounts held by institutional clients.
By exchange. You may have the proceeds of a Vanguard fund redemption invested directly in shares of another Vanguard fund. You may initiate an exchange online (if you are registered for online access), by telephone, or by mail. See Exchanging Shares.
By check. If you have not chosen another redemption method, Vanguard will mail you a redemption check, generally payable to all registered account owners, normally within two business days of your trade date, and generally to the address of record.
Trade Date
The trade date for any redemption request received in good order will depend on the day and time Vanguard receives your request and the manner in which you are redeeming. Your redemption will be executed using the NAV as calculated on the trade date. NAVs are calculated only on days that the NYSE is open for trading (a business day).
For redemptions by check, exchange, or wire: If the redemption request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. If the redemption request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day.
Note on timing of wire redemptions from money market funds: For telephone requests received by Vanguard on a business day before 10:45 a.m., Eastern time (2 p.m., Eastern time, for Vanguard Prime Money Market Fund; 12:30 p.m., Eastern time, for Vanguard Federal Money Market Fund), the redemption proceeds generally will leave Vanguard by the close of business the same day. For telephone requests received by Vanguard on a business day after those cut-off times, or on a nonbusiness day, and for all requests other than by telephone, the redemption proceeds generally will leave Vanguard by the close of business on the next business day.
Note on timing of wire redemptions from all other funds: For requests received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the redemption proceeds generally will leave Vanguard by the close of business on the next business day. For requests received by Vanguard on a business day after the close of regular trading on the NYSE, or on
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a nonbusiness day, the redemption proceeds generally will leave Vanguard by the close of business on the second business day after Vanguard receives the request.
For redemptions by electronic bank transfer using an Automatic Withdrawal Plan: Your trade date generally will be the date you selected for withdrawal of funds (redemption of shares) from your Vanguard account. Proceeds of redeemed shares generally will be credited to your designated bank account two business days after your trade date. If the date you selected for withdrawal of funds from your Vanguard account falls on a weekend, holiday, or other nonbusiness day, your trade date generally will be the previous business day. For retirement accounts, if the date you selected for withdrawal of funds from your Vanguard account falls on the last day of the year and if that date is a holiday, your trade date will be the first business day of the following year. Please note that if you designate the first of the month for automated withdrawals, trades designated for January 1 will receive the next business days trade date.
For redemptions by electronic bank transfer not using an Automatic Withdrawal Plan: If the redemption request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. If the redemption request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day.
If your redemption request is not accurate and complete, it may be rejected. If we are unable to send your redemption proceeds by wire or electronic bank transfer because the receiving institution rejects the transfer, Vanguard will make additional efforts to complete your transaction. If Vanguard is still unable to complete the transaction, we may send the proceeds of the redemption to you by check, generally payable to all registered account owners, or use your proceeds to purchase new shares of the fund from which you sold shares for the purpose of the wire or electronic bank transfer transaction. See Other Rules You Should KnowGood Order.
If your redemption request is received in good order, we typically expect that redemption proceeds will be paid by a Fund within one business day of the trade date; however, in certain circumstances, investors may experience a longer settlement period at the time of the transaction. For further information, see Potentially disruptive redemptions and Emergency circumstances.
For further information about redemption transactions, consult our website at vanguard.com or see Contacting Vanguard.
Earning Dividends
You generally will continue earning dividends until the first business day following your trade date. Generally, there are two exceptions to this rule: (1) If you redeem shares
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by writing a check against your account, the shares will stop earning dividends on the day that your check posts to your account; and (2) For money market funds, if you redeem shares with a same-day wire request before 10:45 a.m., Eastern time, on a business day (2 p.m., Eastern time, for Vanguard Prime Money Market Fund; 12:30 p.m., Eastern time, for Vanguard Federal Money Market Fund), the shares will stop earning dividends that same day.
Other Redemption Rules You Should Know
Documentation for certain accounts. Special documentation may be required to redeem from certain types of accounts, such as trust, corporate, nonprofit, or retirement accounts. Please call us before attempting to redeem from these types of accounts.
Potentially disruptive redemptions. Vanguard reserves the right to pay all or part of a redemption in kindthat is, in the form of securitiesif we reasonably believe that a cash redemption would negatively affect the funds operation or performance or that the shareholder may be engaged in market-timing or frequent trading. Under these circumstances, Vanguard also reserves the right to delay payment of the redemption proceeds for up to seven calendar days. By calling us before you attempt to redeem a large dollar amount, you may avoid in-kind or delayed payment of your redemption. Please see Frequent-Trading Limitations for information about Vanguards policies to limit frequent trading.
Recently purchased shares. Although you can redeem shares at any time, proceeds may not be made available to you until the fund collects payment for your purchase. This may take up to seven calendar days for shares purchased by check or by electronic bank transfer. If you have written a check on a fund with checkwriting privileges, that check may be rejected if your fund account does not have a sufficient available balance.
Share certificates. Share certificates are no longer issued for Vanguard funds. Shares currently held in certificates cannot be redeemed, exchanged, converted, or transferred (reregistered) until you return the certificates (unsigned) to Vanguard by registered mail. For the correct address, see Contacting Vanguard.
Address change. If you change your address online or by telephone, there may be up to a 15-day restriction on your ability to request check redemptions online and by telephone. You can request a redemption in writing at any time. Confirmations of address changes are sent to both the old and new addresses.
Payment to a different person or address. At your request, we can make your redemption check payable, or wire your redemption proceeds, to a different person or send it to a different address. However, this generally requires the written consent of all registered account owners and may require additional documentation, such as a signature guarantee or a notarized signature. You may obtain a signature guarantee
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from some commercial or savings banks, credit unions, trust companies, or member firms of a U.S. stock exchange.
No cancellations. Vanguard will not accept your request to cancel any redemption request once processing has begun. Please be careful when placing a redemption request.
Emergency circumstances. Vanguard funds can postpone payment of redemption proceeds for up to seven calendar days. In addition, Vanguard funds can suspend redemptions and/or postpone payments of redemption proceeds beyond seven calendar days at times when the NYSE is closed or during emergency circumstances, as determined by the SEC. In connection with a determination by the board of trustees, in accordance with Rule 22e-3 under the Investment Company Act of 1940, a money market fund may suspend redemptions and postpone payment of redemption proceeds in order to facilitate an orderly liquidation of the fund. In addition, in accordance with Rule 2a-7 under the Investment Company Act of 1940, the board of trustees of a retail or institutional money market fund may implement liquidity fees and redemption gates if a retail or institutional money market funds weekly liquid assets fall below established thresholds.
Exchanging Shares
An exchange occurs when you use the proceeds from the redemption of shares of one Vanguard fund to simultaneously purchase shares of a different Vanguard fund. You can make exchange requests online (if you are registered for online access), by telephone, or by mail. See Purchasing Shares and Redeeming Shares.
If the NYSE is open for regular trading (generally until 4 p.m., Eastern time, on a business day) at the time an exchange request is received in good order, the trade date generally will be the same day. See Other Rules You Should KnowGood Order for additional information on all transaction requests.
Vanguard will not accept your request to cancel any exchange request once processing has begun. Please be careful when placing an exchange request.
Call Vanguard before attempting to exchange a large dollar amount. By calling us before you attempt to exchange a large dollar amount, you may avoid delayed or rejected transactions.
Please note that Vanguard reserves the right, without notice, to revise or terminate the exchange privilege, limit the amount of any exchange, or reject an exchange, at any time, for any reason. See Frequent-Trading Limitations for additional restrictions on exchanges.
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Frequent-Trading Limitations
Because excessive transactions can disrupt management of a fund and increase the funds costs for all shareholders, the board of trustees of each Vanguard fund places certain limits on frequent trading in the funds. Each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) limits an investors purchases or exchanges into a fund account for 30 calendar days after the investor has redeemed or exchanged out of that fund account. ETF Shares are not subject to these frequent-trading limits.
For Vanguard Retirement Investment Program pooled plans, the limitations apply to exchanges made online or by telephone.
These frequent-trading limitations do not apply to the following:
Purchases of shares with reinvested dividend or capital gains distributions.
Transactions through Vanguards Automatic Investment Plan, Automatic Exchange
Service, Direct Deposit Service, Automatic Withdrawal Plan, Required Minimum Distribution Service, and Vanguard Small Business Online®.
Discretionary transactions through Vanguard Asset Management Services, Vanguard Personal Advisor Services®, and Vanguard Institutional Advisory Services®.
Redemptions of shares to pay fund or account fees.
Redemptions of shares to remove excess shareholder contributions to certain
types of retirement accounts (including, but not limited to, IRAs, certain Individual 403(b)(7) Custodial Accounts, and Vanguard Individual 401(k) Plans).
Transfers and reregistrations of shares within the same fund.
Purchases of shares by asset transfer or direct rollover.
Conversions of shares from one share class to another in the same fund.
Checkwriting redemptions.
Section 529 college savings plans.
Certain approved institutional portfolios and asset allocation programs, as well as
trades made by funds or trusts managed by Vanguard or its affiliates that invest in other Vanguard funds. (Please note that shareholders of Vanguards funds of funds subject to the limitations.)
For participants in employer-sponsored defined contribution plans,* the frequent-trading limitations do not apply to:
Purchases of shares with participant payroll or employer contributions or loan repayments.
Purchases of shares with reinvested dividend or capital gains distributions.
Distributions, loans, and in-service withdrawals from a plan.
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Redemptions of shares as part of a plan termination or at the direction of the plan.
Transactions executed through the Vanguard Managed Account Program.
Redemptions of shares to pay fund or account fees.
Share or asset transfers or rollovers.
Reregistrations of shares.
Conversions of shares from one share class to another in the same fund.
Exchange requests submitted by written request to Vanguard. (Exchange requests
submitted by fax, if otherwise permitted, are subject to the limitations.)
* The following Vanguard fund accounts are subject to the frequent-trading limitations: SEP-IRAs, SIMPLE IRAs, certain Individual 403(b)(7) Custodial Accounts, and Vanguard Individual 401(k) Plans.
Accounts Held by Institutions (Other Than Defined Contribution Plans)
Vanguard will systematically monitor for frequent trading in institutional clients accounts. If we detect suspicious trading activity, we will investigate and take appropriate action, which may include applying to a clients accounts the 30-day policy previously described, prohibiting a clients purchases of fund shares, and/or revoking the clients exchange privilege.
Accounts Held by Intermediaries
When intermediaries establish accounts in Vanguard funds for the benefit of their clients, we cannot always monitor the trading activity of the individual clients. However, we review trading activity at the intermediary (omnibus) level, and if we detect suspicious activity, we will investigate and take appropriate action. If necessary, Vanguard may prohibit additional purchases of fund shares by an intermediary, including for the benefit of certain of the intermediarys clients. Intermediaries also may monitor their clients trading activities with respect to Vanguard funds.
For those Vanguard funds that charge purchase and/or redemption fees, intermediaries will be asked to assess these fees on client accounts and remit these fees to the funds. The application of purchase and redemption fees and frequent-trading limitations may vary among intermediaries. There are no assurances that Vanguard will successfully identify all intermediaries or that intermediaries will properly assess purchase and redemption fees or administer frequent-trading limitations. If you invest with Vanguard through an intermediary, please read that firms materials carefully to learn of any other rules or fees that may apply.
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Other Rules You Should Know
Prospectus and Shareholder Report Mailings
When two or more shareholders have the same last name and address, just one summary prospectus (or prospectus) and/or shareholder report may be sent in an attempt to eliminate the unnecessary expense of duplicate mailings. You may request individual prospectuses and reports by contacting our Client Services Department in writing, by telephone, or online. See Contacting Vanguard.
Vanguard.com
Registration. If you are a registered user of vanguard.com, you can review your account holdings; buy, sell, or exchange shares of most Vanguard funds; and perform most other transactions through our website. You must register for this service online.
Electronic delivery. Vanguard can deliver your account statements, transaction confirmations, prospectuses, certain tax forms, and shareholder reports electronically. If you are a registered user of vanguard.com, you can consent to the electronic delivery of these documents by logging on and changing your mailing preferences under Account Maintenance. You can revoke your electronic consent at any time through our website, and we will begin to send paper copies of these documents within 30 days of receiving your revocation.
Telephone Transactions
Automatic. When we set up your account, we will automatically enable you to do business with us by telephone, unless you instruct us otherwise in writing.
Tele-Account®. To obtain fund and account information through Vanguards automated telephone service, you must first establish a Personal Identification Number (PIN) by calling Tele-Account at 800-662-6273.
Proof of a callers authority. We reserve the right to refuse a telephone request if the caller is unable to provide the requested information or if we reasonably believe that the caller is not an individual authorized to act on the account. Before we allow a caller to act on an account, we may request the following information:
Authorization to act on the account (as the account owner or by legal documentation or other means).
Account registration and address.
Fund name and account number, if applicable.
Other information relating to the caller, the account owner, or the account.
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Good Order
We reserve the right to reject any transaction instructions that are not in good order. Good order generally means that your instructions:
Are provided by the person(s) authorized in accordance with Vanguards policies and procedures to access the account and request transactions.
Include the fund name and account number.
Include the amount of the transaction (stated in dollars, shares, or percentage).
Written instructions also must generally include:
An original signature and date from the authorized person(s).*
Signature guarantees or notarized signatures, if required for the type of transaction.
(Call Vanguard for specific requirements.)
Any supporting documentation that may be required.*
*For Vanguard New York Municipal Money Market Fund, documentation may be required to confirm that the beneficial owner is a natural person.
Written instructions may be acceptable when a Vanguard form is not applicable. The requirements vary among types of accounts and transactions. For more information, consult our website at vanguard.com or see Contacting Vanguard.
Vanguard reserves the right, without notice, to revise the requirements for good order.
Future Trade-Date Requests
Vanguard does not accept requests to hold a purchase, conversion, redemption, or exchange transaction for a future date. All such requests will receive trade dates as previously described in Purchasing Shares, Converting Shares, Redeeming Shares, and
Exchanging Shares. Vanguard reserves the right to return future-dated purchase checks.
Accounts With More Than One Owner
If an account has more than one owner or authorized person, Vanguard generally will accept instructions from any one owner or authorized person.
Responsibility for Fraud
Vanguard will not be responsible for any account losses because of fraud if we reasonably believe that the person transacting business on an account is authorized to do so. Please take precautions to protect yourself from fraud. Keep your account information private, and immediately review any account statements or other information that we provide to you. It is important that you contact Vanguard immediately about any transactions or changes to your account that you believe to be unauthorized.
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Uncashed Checks
Please cash your distribution or redemption checks promptly. Vanguard will not pay interest on uncashed checks. Vanguard may be required to transfer assets related to uncashed checks to a state under the states abandoned property law.
Dormant Accounts
If your account has no activity in it for a period of time, Vanguard may be required to transfer it to a state under the states abandoned property law.
Unusual Circumstances
If you experience difficulty contacting Vanguard online or by telephone, you can send us your transaction request by regular or express mail. See Contacting Vanguard for addresses.
Investing With Vanguard Through Other Firms
You may purchase or sell shares of most Vanguard funds through a financial intermediary, such as a bank, a broker, or an investment advisor. Please consult your financial intermediary to determine which, if any, shares are available through that firm and to learn about other rules that may apply. Your financial intermediary can provide you with account information and any required tax forms. Your financial intermediary will be responsible for taking reasonable actions to assist the retail or institutional money market fund to impose, lift, or modify liquidity fees or redemption gates.
Please see Frequent-Trading LimitationsAccounts Held by Intermediaries for information about the assessment of any purchase or redemption fees and the monitoring of frequent trading for accounts held by intermediaries.
Account Service Fee
Vanguard charges a $20 account service fee on fund accounts that have a balance below $10,000 for any reason, including market fluctuation. The account service fee applies to both retirement and nonretirement fund accounts and will be assessed on fund accounts in all Vanguard funds, regardless of the account minimum. The fee, which will be collected by redeeming fund shares in the amount of $20, will be deducted from a fund account only once per calendar year.
If you register on vanguard.com and elect to receive electronic delivery of statements, reports, and other materials for all of your fund accounts, the account service fee for balances below $10,000 will not be charged, so long as that election remains in effect.
The account service fee also does not apply to the following:
Money market sweep accounts owned in connection with a Vanguard Brokerage Services® account.*
Accounts held through intermediaries.*
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Accounts held by institutional clients.
Accounts held by Voyager, Voyager Select, Flagship, and Flagship Select clients.
Eligibility is based on total household assets held at Vanguard, with a minimum of $50,000 to qualify for Vanguard Voyager Services®, $500,000 for Vanguard Voyager Select Services®, $1 million for Vanguard Flagship Services®, and $5 million for Vanguard Flagship Select Services. Vanguard determines eligibility by aggregating assets of all qualifying accounts held by the investor and immediate family members who reside at the same address. Aggregate assets include investments in Vanguard mutual funds, Vanguard ETFs®, certain annuities through Vanguard, the Vanguard 529 Plan, and certain small-business accounts. Assets in employer-sponsored retirement plans for which Vanguard provides recordkeeping services may be included in determining eligibility if the investor also has a personal account holding Vanguard mutual funds. Note that assets held in a Vanguard Brokerage Services account (other than Vanguard funds, including Vanguard ETFs) are not included when determining a households eligibility.
Participant accounts in employer-sponsored defined contribution plans.** Please consult your enrollment materials for the rules that apply to your account.
Section 529 college savings plans.
* Please note that intermediaries, including Vanguard Brokerage Services, may charge a separate fee.
** The following Vanguard fund accounts have alternative fee structures: SIMPLE IRAs, certain Individual 403(b)(7) Custodial Accounts, Vanguard Retirement Investment Program pooled plans, and Vanguard Individual 401(k) Plans.
Low-Balance Accounts
Each Fund reserves the right to liquidate a fund account whose balance falls below the account minimum for any reason, including market fluctuation. This liquidation policy applies to nonretirement fund accounts and accounts that are held through intermediaries. Any such liquidation will be preceded by written notice to the investor.
Right to Change Policies
In addition to the rights expressly stated elsewhere in this prospectus, Vanguard reserves the right, without notice, to (1) alter, add, or discontinue any conditions of purchase (including eligibility requirements), redemption, exchange, conversion, service, or privilege at any time; (2) accept initial purchases by telephone; (3) freeze any account and/or suspend account services if Vanguard has received reasonable notice of a dispute regarding the assets in an account, including notice of a dispute between the registered or beneficial account owners, or if Vanguard reasonably believes a fraudulent transaction may occur or has occurred; (4) temporarily freeze any account
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and/or suspend account services upon initial notification to Vanguard of the death of the shareholder until Vanguard receives required documentation in good order; (5) alter, impose, discontinue, or waive any purchase fee, redemption fee, account service fee, or other fees charged to a shareholder or a group of shareholders; and (6) redeem an account or suspend account privileges, without the owners permission to do so, in cases of threatening conduct or activity Vanguard believes to be suspicious, fraudulent, or illegal. Changes may affect any or all investors. These actions will be taken when, at the sole discretion of Vanguard management, Vanguard reasonably believes they are in the best interest of a fund.
Share Classes
Vanguard reserves the right, without notice, to change the eligibility requirements of its share classes, including the types of clients who are eligible to purchase each share class.
Fund and Account Updates
Confirmation Statements
We will send (or provide through our website, whichever you prefer) a confirmation of your trade date and the amount of your transaction when you buy, sell, exchange, or convert shares. However, we will not send confirmations reflecting only checkwriting redemptions or the reinvestment of dividend or capital gains distributions. For any month in which you had a checkwriting redemption, a Checkwriting Activity Statement will be sent to you itemizing the checkwriting redemptions for that month. Promptly review each confirmation statement that we provide to you. It is important that you contact Vanguard immediately with any questions you may have about any transaction reflected on a confirmation statement, or Vanguard will consider the transaction properly processed.
Portfolio Summaries
We will send (or provide through our website, whichever you prefer) quarterly portfolio summaries to help you keep track of your accounts throughout the year. If you prefer, you may request to receive monthly portfolio summaries. Each summary shows the market value of your account at the close of the statement period, as well as all distributions, purchases, redemptions, exchanges, transfers, and conversions for the current calendar quarter (or month). Promptly review each summary that we provide to you. It is important that you contact Vanguard immediately with any questions you may have about any transaction reflected on the summary, or Vanguard will consider the transaction properly processed.
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Tax Information Statements
For most accounts, Vanguard (or your intermediary) is required to provide annual tax forms to assist you in preparing your income tax returns. These forms are generally available for each calendar year early in the following year. Registered users of vanguard.com can also view certain forms through our website. Vanguard (or your intermediary) may also provide you with additional tax-related documentation. For more information, consult our website at vanguard.com or see Contacting Vanguard.
Annual and Semiannual Reports
We will send (or provide through our website, whichever you prefer) reports about Vanguard New York Tax-Exempt Funds twice a year, in January and July. These reports include overviews of the financial markets and provide the following specific Fund information:
Performance assessments and comparisons with industry benchmarks.
Reports from the advisor.
Financial statements with listings of Fund holdings.
Portfolio Holdings
Please consult the Funds Statement of Additional Information or our website for a description of the policies and procedures that govern disclosure of a Funds portfolio holdings.
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Contacting Vanguard 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 |
Investor Information 800-662-7447 (Text telephone for people with hearing impairment at 800-749-7273) Client Services 800-662-2739 (Text telephone for people with hearing impairment at 800-749-7273) Institutional Division 888-809-8102 Financial Advisor and Intermediary Sales Support 800-997-2798 |
For fund and service information For literature requests For account information For most account transactions For information and services for large institutional investors For information and services for financial intermediaries including financial advisors, broker-dealers, trust institutions, and insurance companies |
Financial Advisory and Intermediary Trading Support 800-669-0498 |
For account information and trading support for financial intermediaries including financial advisors, broker-dealers, trust institutions, and insurance companies |
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Vanguard Addresses
Please be sure to use the correct address. Use of an incorrect address could delay the processing of your transaction.
| Regular Mail (Individuals) | The Vanguard Group | |||
| P.O. Box 1110 | ||||
| Valley Forge, PA 19482-1110 | ||||
| Regular Mail (Institutions and Intermediaries) | The Vanguard Group | |||
| P.O. Box 2900 | ||||
| Valley Forge, PA 19482-2900 | ||||
| Registered, Express, or Overnight Mail | The Vanguard Group | |||
| 455 Devon Park Drive | ||||
| Wayne, PA 19087-1815 | ||||
| Additional Information | ||||
| Inception | Newspaper | Vanguard | CUSIP | |
| Date | Abbreviation | Fund Number | Number | |
| New York Municipal Money Market Fund | ||||
| Investor Shares | 9/3/1997 | VangNY | 163 | 92204H202 |
| New York Long-Term Tax-Exempt Fund | ||||
| Investor Shares | 4/7/1986 | NYLT | 76 | 92204H103 |
| Admiral Shares | 5/14/2001 | NYLTAdml | 576 | 92204H301 |
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CFA® is a registered trademark owned by CFA Institute.
BLOOMBERG is a trademark and service mark of Bloomberg Finance L.P. BARCLAYS is a trademark and service mark of Barclays Bank Plc, used under license. Bloomberg Finance L.P. and its affiliates, including Bloomberg Index Services Limited (BISL) (collectively, Bloomberg), or Bloombergs licensors, own all proprietary rights in the Bloomberg Barclays NY Municipal Bond Index (the Index or Bloomberg Barclays Index).
Neither Barclays Bank Plc, Barclays Capital Inc., or any affiliate (collectively Barclays) or Bloomberg is the issuer or producer of the New York Long-Term Tax-Exempt Fund and neither Bloomberg nor Barclays has any responsibilities, obligations or duties to investors in the New York Long-Term Tax-Exempt Fund. The Index is licensed for use by The Vanguard Group, Inc. (Vanguard) as the sponsor of the New York Long-Term Tax-Exempt Fund. Bloomberg and Barclays only relationship with Vanguard in respect to the Index is the licensing of the Index, which is determined, composed and calculated by BISL, or any successor thereto, without regard to the Issuer or the New York Long-Term Tax-Exempt Fund or the owners of the New York Long-Term Tax-Exempt Fund.
Additionally, Vanguard may for itself execute transaction(s) with Barclays in or relating to the Index in connection with the New York Long-Term Tax-Exempt Fund. Investors acquire the New York Long-Term Tax-Exempt Fund from Vanguard and investors neither acquire any interest in the Index nor enter into any relationship of any kind whatsoever with Bloomberg or Barclays upon making an investment in the New York Long-Term Tax-Exempt Fund. The New York Long-Term Tax-Exempt Fund is not sponsored, endorsed, sold or promoted by Bloomberg or Barclays. Neither Bloomberg nor Barclays makes any representation or warranty, express or implied regarding the advisability of investing in the New York Long-Term Tax-Exempt Fund or the advisability of investing in securities generally or the ability of the Index to track corresponding or relative market performance. Neither Bloomberg nor Barclays has passed on the legality or suitability of the New York Long-Term Tax-Exempt Fund with respect to any person or entity. Neither Bloomberg nor Barclays is responsible for and has not participated in the determination of the timing of, prices at, or quantities of the New York Long-Term Tax-Exempt Fund to be issued. Neither Bloomberg nor Barclays has any obligation to take the needs of the Issuer or the owners of the New York Long-Term Tax-Exempt Fund or any other third party into consideration in determining, composing or calculating the Index. Neither Bloomberg nor Barclays has any obligation or liability in connection with administration, marketing or trading of the New York Long-Term Tax-Exempt Fund.
The licensing agreement between Bloomberg and Barclays is solely for the benefit of Bloomberg and Barclays and not for the benefit of the owners of the New York Long-Term Tax-Exempt Fund, investors or other third parties. In addition, the licensing agreement between Vanguard and Bloomberg is solely for the benefit of Vanguard and Bloomberg and not for the benefit of the owners of the New York Long-Term Tax-Exempt Fund, investors or other third parties.
NEITHER BLOOMBERG NOR BARCLAYS SHALL HAVE ANY LIABILITY TO THE ISSUER, INVESTORS OR TO OTHER THIRD PARTIES FOR THE QUALITY, ACCURACY AND/OR COMPLETENESS OF THE BLOOMBERG BARCLAYS INDEX OR ANY DATA INCLUDED THEREIN OR FOR INTERRUPTIONS IN THE DELIVERY OF THE BLOOMBERG BARCLAYS INDEX. NEITHER BLOOMBERG NOR BARCLAYS MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE ISSUER, THE INVESTORS OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE BLOOMBERG BARCLAYS INDEX OR ANY DATA INCLUDED THEREIN. NEITHER BLOOMBERG NOR BARCLAYS MAKES ANY EXPRESS OR IMPLIED WARRANTIES, AND EACH HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE BLOOMBERG BARCLAYS INDEX OR ANY DATA INCLUDED THEREIN. BLOOMBERG RESERVES THE RIGHT TO CHANGE THE METHODS OF CALCULATION OR PUBLICATION, OR TO CEASE THE CALCULATION OR PUBLICATION OF THE BLOOMBERG BARCLAYS INDEX, AND NEITHER BLOOMBERG NOR BARCLAYS SHALL BE LIABLE FOR ANY MISCALCULATION OF OR ANY INCORRECT, DELAYED OR INTERRUPTED PUBLICATION WITH RESPECT TO THE BLOOMBERG BARCLAYS INDEX. NEITHER BLOOMBERG NOR BARCLAYS SHALL BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY LOST PROFITS AND EVEN IF ADVISED OF THE POSSIBLITY OF SUCH, RESULTING FROM THE USE OF A BLOOMBERG BARCLAYS INDEX OR ANY DATA INCLUDED THEREIN OR WITH RESPECT TO THE NEW YORK LONG-TERM TAX-EXEMPT FUND.
None of the information supplied by Bloomberg or Barclays and used in this publication may be reproduced in any manner without the prior written permission of both Bloomberg and Barclays Capital, the investment banking division of Barclays Bank Plc. Barclays Bank Plc is registered in England No. 1026167. Registered office 1 Churchill Place London E14 5HP.
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Glossary of Investment Terms
Average Maturity. The average length of time until bonds held by a fund reach maturity and are repaid. In general, the longer the average maturity, the more a funds share price fluctuates in response to changes in market interest rates. In calculating average maturity, a fund uses a bonds maturity or, if applicable, an earlier date on which the advisor believes it is likely that a maturity-shortening device (such as a call, a put, a refunding, a prepayment, or a redemption provision or an adjustable coupon rate) will cause the bond to be repaid.
Bloomberg Barclays NY Municipal Bond Index. An index that includes New York-issued investment-grade tax-exempt bonds with maturities of greater than one year.
Capital Gains Distribution. Payment to mutual fund shareholders of gains realized on securities that a fund has sold at a profit, minus any realized losses.
Cash Equivalent Investments. Cash deposits, short-term bank deposits, and money market instruments that include U.S. Treasury bills and notes, bank certificates of deposit (CDs), repurchase agreements, commercial paper, and bankers acceptances.
Coupon Rate. The interest rate paid by the issuer of a debt security until its maturity. It is expressed as an annual percentage of the face value of the security.
Dividend Distribution. Payment to mutual fund shareholders of income from interest or dividends generated by a funds investments.
Expense Ratio. A funds total annual operating expenses expressed as a percentage of the funds average net assets. The expense ratio includes management and administrative expenses, but it does not include the transaction costs of buying and selling portfolio securities.
Face Value. The amount to be paid at a bonds maturity; also known as the par value or principal.
Fixed Income Security. An investment, such as a bond, representing a debt that must be repaid by a specified date, and on which the borrower must pay a fixed, variable, or floating rate of interest.
Inception Date. The date on which the assets of a fund (or one of its share classes) are first invested in accordance with the funds investment objective. For funds with a subscription period, the inception date is the day after that period ends. Investment performance is generally measured from the inception date.
Investment-Grade Bond. A debt security whose credit quality is considered by independent bond-rating agencies, or through independent analysis conducted by a funds advisor, to be sufficient to ensure timely payment of principal and interest under current economic circumstances. Debt securities rated in one of the four highest rating categories are considered investment-grade. Other debt securities may be considered by an advisor to be investment-grade.
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Joint Committed Credit Facility. Each Fund participates, along with other funds managed by Vanguard, in a committed credit facility provided by a syndicate of lenders pursuant to a credit agreement that may be renewed annually; each fund is individually liable for its borrowings, if any, under the credit facility. The amount and terms of the committed credit facility are subject to approval by the funds board of trustees and renegotiation with the lender syndicate on an annual basis.
Municipal Bond. A bond issued by a state or local government or by other governmental authorities. Interest income from municipal bonds, and therefore dividend income from municipal bond funds, is generally free from federal income taxes and generally exempt from taxes in the state in which the bonds were issued.
Mutual Fund. An investment company that pools the money of many people and invests it in a variety of securities in an effort to achieve a specific objective over time.
New York Stock Exchange (NYSE). A stock exchange based in New York City that is open for regular trading on business days, Monday through Friday, from 9:30 a.m. to 4 p.m., Eastern time. Net asset values (NAVs) are calculated each business day as of the close of regular trading on the NYSE.
Principal. The face value of a debt instrument or the amount of money put into an investment.
Securities. Stocks, bonds, money market instruments, and other investments.
Stable Net Asset Value (NAV). A share price that maintains a consistent value (e.g., $1.00 or $100.00) using special pricing and valuation conventions.
Total Return. A percentage change, over a specified time period, in a mutual funds net asset value, assuming the reinvestment of all distributions of dividends and capital gains.
Volatility. The fluctuations in value of a mutual fund or other security. The greater a funds volatility, the wider the fluctuations in its returns.
Yield. Income (interest or dividends) earned by an investment, expressed as a percentage of the investments price.
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| P.O. Box 2600 | |
| Valley Forge, PA 19482-2600 | |
| Connect with Vanguard® > vanguard.com | |
| For More Information | If you are a current Vanguard shareholder and would |
| If you would like more information about Vanguard | like information about your account, account |
| New York Tax-Exempt Funds, the following documents | transactions, and/or account statements, please call: |
| are available free upon request: | |
| Client Services Department | |
| Annual/Semiannual Reports to Shareholders | Telephone: 800-662-2739 |
| Additional information about the Funds investments is | Text telephone for people with hearing impairment: |
| available in the Funds annual and semiannual reports | 800-749-7273 |
| to shareholders. In the annual report, you will find a | |
| Information Provided by the Securities and | |
| discussion of the market conditions and investment | |
| Exchange Commission (SEC) | |
| strategies that significantly affected the Funds | |
| You can review and copy information about the Funds | |
| performance during their last fiscal year. | |
| (including the SAI) at the SECs Public Reference Room | |
| Statement of Additional Information (SAI) | in Washington, DC. To find out more about this public |
| The SAI provides more detailed information about | service, call the SEC at 202-551-8090. Reports and |
| the Funds and is incorporated by reference into (and | other information about the Funds are also available in |
| thus legally a part of) this prospectus. | the EDGAR database on the SECs website at |
| www.sec.gov, or you can receive copies of this | |
| To receive a free copy of the latest annual or semiannual | |
| information, for a fee, by electronic request at the | |
| report or the SAI, or to request additional information | |
| following email address: [email protected], or by | |
| about the Funds or other Vanguard funds, please visit | |
| writing the Public Reference Section, Securities and | |
| vanguard.com or contact us as follows: | |
| Exchange Commission, Washington, DC 20549-1520. | |
| The Vanguard Group | |
| Funds Investment Company Act file number: 811-04570 | |
| Investor Information Department | |
| P.O. Box 2600 | |
| Valley Forge, PA 19482-2600 | |
| Telephone: 800-662-7447 | |
| Text telephone for people with hearing impairment: | |
| 800-749-7273 | |
| © 2018 The Vanguard Group, Inc. All rights reserved. | |
| Vanguard Marketing Corporation, Distributor. | |
| P 076 032018 | |
PART B
VANGUARD® CALIFORNIA TAX-FREE FUNDS,VANGUARD MASSACHUSETTS TAX-EXEMPT FUNDS,VANGUARD NEW JERSEY TAX-FREE FUNDS,VANGUARD NEW YORK TAX-FREE FUNDS,VANGUARD OHIO TAX-FREE FUNDS,VANGUARD PENNSYLVANIA TAX-FREE FUNDS
(Also known as the Vanguard State Tax-Exempt Funds)
(Individually, a Trust; Collectively, the Trusts)
STATEMENT OF ADDITIONAL INFORMATION
March 28, 2018
This Statement of Additional Information is not a prospectus but should be read in conjunction with a Funds current prospectus (dated March 28, 2018). To obtain, without charge, a prospectus or the most recent Annual Report to Shareholders, which contains the Funds financial statements as hereby incorporated by reference, please contact The Vanguard Group, Inc. (Vanguard).
| Phone: Investor Information Department at 800-662-7447 | ||
| Online: vanguard.com | ||
| TABLE OF CONTENTS | ||
| Description of the Trusts | B-1 | |
| Fundamental Policies | B-3 | |
| Investment Strategies, Risks, and Nonfundamental Policies | B-4 | |
| State Risk Factors | B-21 | |
| Share Price | B-27 | |
| Purchase and Redemption of Shares | B-28 | |
| Management of the Funds | B-29 | |
| Investment Advisory and Other Services | B-52 | |
| Portfolio Transactions | B-54 | |
| Proxy Voting Guidelines | B-56 | |
| Financial Statements | B-62 | |
| Description of Municipal Bond Ratings | B-62 | |
| DESCRIPTION OF THE TRUSTS | ||
| The Trusts currently offer the following funds and share classes (identified by ticker symbol): | ||
| Share Classes1 | ||
| Fund2 | ||
| Investor | Admiral | |
| Vanguard California Tax-Free Funds | ||
| Vanguard California Municipal Money Market Fund | VCTXX | |
| Vanguard California Intermediate-Term Tax-Exempt Fund | VCAIX | VCADX |
| Vanguard California Long-Term Tax-Exempt Fund | VCITX | VCLAX |
| Vanguard Massachusetts Tax-Exempt Funds | ||
| Vanguard Massachusetts Tax-Exempt Fund | VMATX | |
| Vanguard New Jersey Tax-Free Funds | ||
| Vanguard New Jersey Municipal Money Market Fund | VNJXX | |
| Vanguard New Jersey Long-Term Tax-Exempt Fund | VNJTX | VNJUX |
| Vanguard New York Tax-Free Funds | ||
| Vanguard New York Municipal Money Market Fund | VYFXX | |
| Vanguard New York Long-Term Tax-Exempt Fund | VNYTX | VNYUX |
| Vanguard Ohio Tax-Free Funds | ||
| Vanguard Ohio Long-Term Tax-Exempt Fund | VOHIX | |
| Vanguard Pennsylvania Tax-Free Funds | ||
| Vanguard Pennsylvania Municipal Money Market Fund | VPTXX | |
| Vanguard Pennsylvania Long-Term Tax-Exempt Fund | VPAIX | VPALX |
| 1 Individually, a class; collectively, the classes. | ||
| 2 Individually, a Fund; collectively, the Funds. | ||
B-1
Each Trust has the ability to offer additional funds or classes of shares. There is no limit on the number of full and fractional shares that may be issued for a single fund or class of shares.
Throughout this document, any references to class apply only to the extent a Fund issues multiple classes.
Organization
Vanguard California, New Jersey, New York, Ohio, and Pennsylvania Tax-Free Funds were each organized as a Pennsylvania business trust in 1985, 1987, 1985, 1990, and 1986, respectively. Each Trust was reorganized as a Delaware statutory trust in 1998. Vanguard Massachusetts Tax-Exempt Funds was organized as a Delaware statutory trust in 1998. Prior to their reorganizations as Delaware statutory trusts (aside from Vanguard Massachusetts Tax-Exempt Funds, which has always been a Delaware statutory trust), the Trusts were known as Vanguard California Tax-Free Fund, Inc.; Vanguard New Jersey Tax-Free Fund, Inc.; Vanguard New York Tax-Free Fund, Inc.; Vanguard Ohio Tax-Free Fund, Inc.; and Vanguard Pennsylvania Tax-Free Fund, Inc. Each Trust is registered with the United States Securities and Exchange Commission (SEC) under the Investment Company Act of 1940 (the 1940 Act) as an open-end management investment company. All Funds within each Trust are classified as nondiversified within the meaning of the 1940 Act.
Service Providers
Custodian. State Street Bank and Trust Company, One Lincoln Street, Boston, MA 02111, serves as the Funds custodian. The custodian is responsible for maintaining the Funds assets, keeping all necessary accounts and records of Fund assets, and appointing any foreign subcustodians or foreign securities depositories.
Independent Registered Public Accounting Firm. PricewaterhouseCoopers LLP, Two Commerce Square, Suite 1800, 2001 Market Street, Philadelphia, PA 19103-7042, serves as the Funds independent registered public accounting firm. The independent registered public accounting firm audits the Funds annual financial statements and provides other related services.
Transfer and Dividend-Paying Agent. The Funds transfer agent and dividend-paying agent is Vanguard, P.O. Box 2600, Valley Forge, PA 19482.
Characteristics of the Funds Shares
Restrictions on Holding or Disposing of Shares. There are no restrictions on the right of shareholders to retain or dispose of a Funds shares, other than those described in the Funds current prospectus and elsewhere in this Statement of Additional Information. Each Fund or class may be terminated by reorganization into another mutual fund or class or by liquidation and distribution of the assets of the Fund or class. Unless terminated by reorganization or liquidation, each Fund and share class will continue indefinitely.
Shareholder Liability. Each Trust is organized under Delaware law, which provides that shareholders of a statutory trust are entitled to the same limitations of personal liability as shareholders of a corporation organized under Delaware law. This means that a shareholder of a Fund generally will not be personally liable for payment of the Funds debts. Some state courts, however, may not apply Delaware law on this point. We believe that the possibility of such a situation arising is remote.
Dividend Rights. The shareholders of each class of a Fund are entitled to receive any dividends or other distributions declared by the Fund for each such class. No shares of a Fund have priority or preference over any other shares of the Fund with respect to distributions. Distributions will be made from the assets of the Fund and will be paid ratably to all shareholders of a particular class according to the number of shares of the class held by shareholders on the record date. The amount of dividends per share may vary between separate share classes of the Fund based upon differences in the net asset values of the different classes and differences in the way that expenses are allocated between share classes pursuant to a multiple class plan approved by the Funds board of trustees.
Voting Rights. Shareholders are entitled to vote on a matter if (1) the matter concerns an amendment to the Declaration of Trust that would adversely affect to a material degree the rights and preferences of the shares of a Fund or any class; (2) the trustees determine that it is necessary or desirable to obtain a shareholder vote; (3) a merger or consolidation, share conversion, share exchange, or sale of assets is proposed and a shareholder vote is required by the 1940 Act to approve the transaction; or (4) a shareholder vote is required under the 1940 Act. The 1940 Act requires a shareholder vote under various circumstances, including to elect or remove trustees upon the written request of shareholders
B-2
representing 10% or more of a Funds net assets, to change any fundamental policy of a Fund (please see Fundamental Policies), and to enter into certain merger transactions. Unless otherwise required by applicable law, shareholders of a Fund receive one vote for each dollar of net asset value owned on the record date and a fractional vote for each fractional dollar of net asset value owned on the record date. However, only the shares of the Fund or class affected by a particular matter are entitled to vote on that matter. In addition, each class has exclusive voting rights on any matter submitted to shareholders that relates solely to that class, and each class has separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of another. Voting rights are noncumulative and cannot be modified without a majority vote by the shareholders.
Liquidation Rights. In the event that a Fund is liquidated, shareholders will be entitled to receive a pro rata share of the Funds net assets. In the event that a class of shares is liquidated, shareholders of that class will be entitled to receive a pro rata share of the Funds net assets that are allocated to that class. Shareholders may receive cash, securities, or a combination of the two.
Preemptive Rights. There are no preemptive rights associated with each Funds shares.
Conversion Rights. Fund shareholders (except those of the Massachusetts Tax-Exempt Fund, Ohio Long-Term Tax-Exempt Fund, and each State Municipal Money Market Fund) may convert their shares into another class of shares of the same Fund upon the satisfaction of any then applicable eligibility requirements. There are no conversion rights associated with the Massachusetts Tax-Exempt and Ohio Long-Term Tax-Exempt Funds, nor with each State Municipal Money Market Fund.
Redemption Provisions. Each Funds redemption provisions are described in its current prospectus and elsewhere in this Statement of Additional Information.
Sinking Fund Provisions. The Funds have no sinking fund provisions.
Calls or Assessment. Each Funds shares, when issued, are fully paid and non-assessable.
Tax Status of the Funds
Each Fund expects to qualify each year for treatment as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the IRC). This special tax status means that the Fund will not be liable for federal tax on income and capital gains distributed to shareholders. In order to preserve its tax status, the Fund must comply with certain requirements relating to the source of its income and the diversification of its assets. If a Fund fails to meet these requirements in any taxable year, the Funds will, in some cases, be able to cure such failure, including by paying a fund-level tax, paying interest, making additional distributions, and/or disposing of certain assets. If the Funds are ineligible to or otherwise does not cure such failure for any year, it will be subject to tax on its taxable income at corporate rates, and all distributions from earnings and profits, including any distributions of net tax-exempt income and net long-term capital gains, will be taxable to shareholders as ordinary income. In addition, the Funds could be required to recognize unrealized gains, pay substantial taxes and interest, and make substantial distributions before regaining its tax status as a regulated investment company.
Each Fund may declare a capital gain dividend consisting of the excess (if any) of net realized long-term capital gains over net realized short-term capital losses. Net capital gains for a fiscal year are computed by taking into account any capital loss carryforwards of the Fund. For Fund fiscal years beginning on or after December 22, 2010, capital losses may be carried forward indefinitely and retain their character as either short-term or long-term. Under prior law, net capital losses could be carried forward for eight tax years and were treated as short-term capital losses. A Fund is required to use capital losses arising in fiscal years beginning on or after December 22, 2010, before using capital losses arising in fiscal years beginning prior to December 22, 2010.
FUNDAMENTAL POLICIES
Each Fund is subject to the following fundamental investment policies, which cannot be changed in any material way without the approval of the holders of a majority of the Funds shares. For these purposes, a majority of shares means shares representing the lesser of (1) 67% or more of the Funds net assets voted, so long as shares representing more than 50% of the Funds net assets are present or represented by proxy or (2) more than 50% of the Funds net assets.
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80% Policy. Each Fund will invest at least 80% of its assets in securities exempt from federal taxes and taxes of the state indicated by each Funds name, under normal market conditions. In applying these 80% policies, assets include net assets and borrowings for investment purposes. In addition, under normal market conditions, the Massachusetts Tax-Exempt Fund will invest at least 65% of its total assets in the securities of Massachusetts issuers.
Borrowing. Each Fund may borrow money only as permitted by the 1940 Act or other governing statute, by the Rules thereunder, or by the SEC or other regulatory agency with authority over the Fund.
Commodities. Each Fund may invest in commodities only as permitted by the 1940 Act or other governing statute, by the Rules thereunder, or by the SEC or other regulatory agency with authority over the Fund.
Diversification. Each Fund will limit the value of all holdings (other than U.S. government securities, cash, and cash items as defined under subchapter M of the IRC), each of which exceeds 5% of the Funds total assets or 10% of the issuers outstanding voting securities, to an aggregate of 50% of the Funds total assets as of the end of each quarter of the taxable year. Additionally, each Fund (other than Vanguard Massachusetts Tax-Exempt Fund) will limit the aggregate value of holdings of a single issuer (other than U.S. government securities, as defined in the IRC) to a maximum of 25% of the Funds total assets as of the end of each quarter of the taxable year.
Industry Concentration. Each Fund (other than the California, New Jersey, New York, and Pennsylvania Municipal Money Market Funds) will not concentrate its investments in the securities of issuers whose principal business activities are in the same industry.
For the California, New Jersey, New York, and Pennsylvania Municipal Money Market Funds: Each Fund will not concentrate its investments in the securities of issuers whose principal business activities are in the same industry, except that the Fund reserves the right to concentrate its investments in government securities, as defined in the 1940 Act, and certificates of deposit and bankers acceptances issued by domestic banks (which may include U.S. branches of non-U.S. banks).
Investment Objective. The investment objective of each Fund may not be materially changed without a shareholder vote.
Loans. Each Fund may make loans to another person only as permitted by the 1940 Act or other governing statute, by the Rules thereunder, or by the SEC or other regulatory agency with authority over the Fund.
Real Estate. Each Fund may not invest directly in real estate unless it is acquired as a result of ownership of securities or other instruments. This restriction shall not prevent a Fund from investing in securities or other instruments (1) issued by companies that invest, deal, or otherwise engage in transactions in real estate or (2) backed or secured by real estate or interests in real estate.
Senior Securities. Each Fund may not issue senior securities except as permitted by the 1940 Act or other governing statute, by the Rules thereunder, or by the SEC or other regulatory agency with authority over the Fund.
Tax-Exempt Investments. For a description of each Funds fundamental policy on tax-exempt investments, see the 80% Policy in Fundamental Policies.
Underwriting. Each Fund may not act as an underwriter of another issuers securities, except to the extent that the Fund may be deemed to be an underwriter within the meaning of the Securities Act of 1933 (the 1933 Act), in connection with the purchase and sale of portfolio securities.
Compliance with the fundamental policies previously described is generally measured at the time the securities are purchased. Unless otherwise required by the 1940 Act (as is the case with borrowing), if a percentage restriction is adhered to at the time the investment is made, a later change in percentage resulting from a change in the market value of assets will not constitute a violation of such restriction. All fundamental policies must comply with applicable regulatory requirements. For more details, see Investment Strategies, Risks, and Nonfundamental Policies.
None of these policies prevents the Funds from having an ownership interest in Vanguard. As a part owner of Vanguard, each Fund may own securities issued by Vanguard, make loans to Vanguard, and contribute to Vanguards costs or other financial requirements. See Management of the Funds for more information.
INVESTMENT STRATEGIES, RISKS, AND NONFUNDAMENTAL POLICIES
Some of the investment strategies and policies described on the following pages and in each Funds prospectus set forth percentage limitations on a Funds investment in, or holdings of, certain securities or other assets. Unless otherwise
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required by law, compliance with these strategies and policies will be determined immediately after the acquisition of such securities or assets by the Fund. Subsequent changes in values, net assets, or other circumstances will not be considered when determining whether the investment complies with the Funds investment strategies and policies.
The following investment strategies, risks, and policies supplement each Funds investment strategies, risks, and policies set forth in the prospectus. With respect to the different investments discussed as follows, a Fund may acquire such investments to the extent consistent with its investment strategies and policies.
Borrowing. A funds ability to borrow money is limited by its investment policies and limitations; by the 1940 Act; and by applicable exemptions, no-action letters, interpretations, and other pronouncements issued from time to time by the SEC and its staff or any other regulatory authority with jurisdiction. Under the 1940 Act, a fund is required to maintain continuous asset coverage (that is, total assets including borrowings, less liabilities exclusive of borrowings) of 300% of the amount borrowed, with an exception for borrowings not in excess of 5% of the funds total assets made for temporary or emergency purposes. Any borrowings for temporary purposes in excess of 5% of the funds total assets must maintain continuous asset coverage. If the 300% asset coverage should decline as a result of market fluctuations or for other reasons, a fund may be required to sell some of its portfolio holdings within three days (excluding Sundays and holidays) to reduce the debt and restore the 300% asset coverage, even though it may be disadvantageous from an investment standpoint to sell securities at that time.
Borrowing will tend to exaggerate the effect on net asset value of any increase or decrease in the market value of a funds portfolio. Money borrowed will be subject to interest costs that may or may not be recovered by earnings on the securities purchased with the proceeds of such borrowing. A fund also may be required to maintain minimum average balances in connection with a borrowing or to pay a commitment or other fee to maintain a line of credit; either of these requirements would increase the cost of borrowing over the stated interest rate.
The SEC takes the position that transactions that have a leveraging effect on the capital structure of a fund or are economically equivalent to borrowing can be viewed as constituting a form of borrowing by the fund for purposes of the 1940 Act. These transactions can include entering into reverse repurchase agreements; engaging in mortgage-dollar-roll transactions; selling securities short (other than short sales against-the-box); buying and selling certain derivatives (such as futures contracts); selling (or writing) put and call options; engaging in sale-buybacks; entering into firm-commitment and standby-commitment agreements; engaging in when-issued, delayed-delivery, or forward-commitment transactions; and participating in other similar trading practices. (Additional discussion about a number of these transactions can be found on the following pages.) A borrowing transaction will not be considered to constitute the issuance, by a fund, of a senior security, as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund maintains an offsetting financial position; segregates liquid assets (with such liquidity determined by the advisor in accordance with procedures established by the board of trustees) equal (as determined on a daily mark-to-market basis) in value to the funds potential economic exposure under the borrowing transaction; or otherwise covers the transaction in accordance with applicable SEC guidance (collectively, covers the transaction). A fund may have to buy or sell a security at a disadvantageous time or price in order to cover a borrowing transaction. In addition, segregated assets may not be available to satisfy redemptions or to fulfill other obligations.
Cybersecurity Risks. The increased use of technology to conduct business could subject a fund and its third-party service providers (including, but not limited to, investment advisors and custodians) to risks associated with cybersecurity. In general, a cybersecurity incident can occur as a result of a deliberate attack designed to gain unauthorized access to digital systems. If the attack is successful, an unauthorized person or persons could misappropriate assets or sensitive information, corrupt data, or cause operational disruption. A cybersecurity incident could also occur unintentionally if, for example, an authorized person inadvertently released proprietary or confidential information. Vanguard has developed robust technological safeguards and business continuity plans to prevent, or reduce the impact of, potential cybersecurity incidents. Additionally, Vanguard has a process for assessing the information security and/or cybersecurity programs implemented by a funds third-party service providers, which helps minimize the risk of potential incidents. Despite these measures, a cybersecurity incident still has the potential to disrupt business operations, which could negatively impact a fund and/or its shareholders. Some examples of negative impacts that could occur as a result of a cybersecurity incident include, but are not limited to, the following: a fund may be unable to calculate its net asset value (NAV), a funds shareholders may be unable to transact business, a fund may be unable to process transactions on behalf of its shareholders, or a fund may be unable to safeguard its data or the personal information of its shareholders.
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Debt SecuritiesCommercial Paper. Commercial paper refers to short-term, unsecured promissory notes issued by corporations to finance short-term credit needs. It is usually sold on a discount basis and has a maturity at the time of issuance not exceeding 9 months. High-quality commercial paper typically has the following characteristics: (1) liquidity ratios are adequate to meet cash requirements; (2) long-term senior debt is also high credit quality; (3) the issuer has access to at least two additional channels of borrowing; (4) basic earnings and cash flow have an upward trend with allowance made for unusual circumstances; (5) typically, the issuers industry is well established and the issuer has a strong position within the industry; and (6) the reliability and quality of management are unquestioned. In assessing the credit quality of commercial paper issuers, the following factors may be considered: (1) evaluation of the management of the issuer, (2) economic evaluation of the issuers industry or industries and the appraisal of speculative-type risks that may be inherent in certain areas, (3) evaluation of the issuers products in relation to competition and customer acceptance, (4) liquidity, (5) amount and quality of long-term debt, (6) trend of earnings over a period of ten years, (7) financial strength of a parent company and the relationships that exist with the issuer, and (8) recognition by the management of obligations that may be present or may arise as a result of public-interest questions and preparations to meet such obligations. The short-term nature of a commercial paper investment makes it less susceptible to interest rate risk than longer-term fixed income securities because interest rate risk typically increases as maturity lengths increase. Additionally, an issuer may expect to repay commercial paper obligations at maturity from the proceeds of the issuance of new commercial paper. As a result, investment in commercial paper is subject to the risk the issuer cannot issue enough new commercial paper to satisfy its outstanding commercial paper payment obligations, also known as rollover risk. Commercial paper may suffer from reduced liquidity due to certain circumstances, in particular, during stressed markets. In addition, as with all fixed income securities, an issuer may default on its commercial paper obligation.
Variable-amount master-demand notes are demand obligations that permit the investment of fluctuating amounts at varying market rates of interest pursuant to an arrangement between the issuer and a commercial bank acting as agent for the payees of such notes, whereby both parties have the right to vary the amount of the outstanding indebtedness on the notes. Because variable-amount master-demand notes are direct lending arrangements between a lender and a borrower, it is not generally contemplated that such instruments will be traded, and there is no secondary market for these notes, although they are redeemable (and thus immediately repayable by the borrower) at face value, plus accrued interest, at any time. In connection with a funds investment in variable-amount master-demand notes, Vanguards investment management staff will monitor, on an ongoing basis, the earning power, cash flow, and other liquidity ratios of the issuer, along with the borrowers ability to pay principal and interest on demand.
Debt SecuritiesNon-Investment-Grade Securities. Non-investment-grade securities, also referred to as high-yield securities or junk bonds, are debt securities that are rated lower than the four highest rating categories by a nationally recognized statistical rating organization (e.g., lower than Baa3/P-2 by Moodys Investors Service, Inc. (Moodys) or below BBB/A-2 by Standard & Poors Financial Services LLC (Standard & Poors)) or, if unrated, are determined to be of comparable quality by the funds advisor. These securities are generally considered to be, on balance, predominantly speculative with respect to capacity to pay interest and repay principal in accordance with the terms of the obligation, and they will generally involve more credit risk than securities in the investment-grade categories. Non-investment-grade securities generally provide greater income and opportunity for capital appreciation than higher quality securities, but they also typically entail greater price volatility and principal and income risk.
Analysis of the creditworthiness of issuers of high-yield securities may be more complex than for issuers of investment-grade securities. Thus, reliance on credit ratings in making investment decisions entails greater risks for high-yield securities than for investment-grade securities. The success of a funds advisor in managing high-yield securities is more dependent upon its own credit analysis than is the case with investment-grade securities.
Some high-yield securities are issued by smaller, less-seasoned companies, while others are issued as part of a corporate restructuring such as an acquisition, a merger, or a leveraged buyout. Companies that issue high-yield securities are often highly leveraged and may not have more traditional methods of financing available to them. Therefore, the risk associated with acquiring the securities of such issuers generally is greater than is the case with investment-grade securities. Some high-yield securities were once rated as investment-grade but have been downgraded to junk-bond status because of financial difficulties experienced by their issuers.
The market values of high-yield securities tend to reflect individual issuer developments to a greater extent than do investment-grade securities, which in general react to fluctuations in the general level of interest rates. High-yield securities
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also tend to be more sensitive to economic conditions than are investment-grade securities. An actual or anticipated economic downturn or sustained period of rising interest rates, for example, could cause a decline in junk bond prices because the advent of a recession could lessen the ability of a highly leveraged company to make principal and interest payments on its debt securities. If an issuer of high-yield securities defaults, in addition to risking payment of all or a portion of interest and principal, a fund investing in such securities may incur additional expenses to seek recovery.
The secondary market on which high-yield securities are traded may be less liquid than the market for investment-grade securities. Less liquidity in the secondary trading market could adversely affect the ability of a funds advisor to sell a high-yield security or the price at which a funds advisor could sell a high-yield security, and it could also adversely affect the daily net asset value of fund shares. When secondary markets for high-yield securities are less liquid than the market for investment-grade securities, it may be more difficult to value the securities because such valuation may require more research, and elements of judgment may play a greater role in the valuation of the securities.
Except as otherwise provided in a funds prospectus, if a credit rating agency changes the rating of a portfolio security held by a fund, the fund may retain the portfolio security if the advisor deems it in the best interests of shareholders.
Debt SecuritiesVariable and Floating Rate Securities. Variable and floating rate securities are debt securities that provide for periodic adjustments in the interest rate paid on the security. Variable rate securities provide for a specified periodic adjustment in the interest rate, while floating rate securities have interest rates that change whenever there is a change in a designated benchmark rate or the issuers credit quality. There is a risk that the current interest rate on variable and floating rate securities may not accurately reflect current market interest rates or adequately compensate the holder for the current creditworthiness of the issuer. Some variable or floating rate securities are structured with liquidity features such as (1) put options or tender options that permit holders (sometimes subject to conditions) to demand payment of the unpaid principal balance plus accrued interest from the issuers or certain financial intermediaries or (2) auction-rate features, remarketing provisions, or other maturity-shortening devices designed to enable the issuer to refinance or redeem outstanding debt securities (market-dependent liquidity features). Variable or floating rate securities that include market-dependent liquidity features may have greater liquidity risk than other securities. The greater liquidity risk may exist, for example, because of the failure of a market-dependent liquidity feature to operate as intended (as a result of the issuers declining creditworthiness, adverse market conditions, or other factors) or the inability or unwillingness of a participating broker-dealer to make a secondary market for such securities. As a result, variable or floating rate securities that include market-dependent liquidity features may lose value, and the holders of such securities may be required to retain them until the later of the repurchase date, the resale date, or the date of maturity. Such liquidity risk may be heightened for certain types of variable rate securities called extendible municipal securities, in which the holder of a security is required to retain the investment for the length of the remarketing period (the time frame in which a remarketing agent seeks a new buyer for the security). Extendible municipal securities typically have extended remarketing periods of up to 13 months after a tender date. A demand instrument with a demand notice exceeding seven days may be considered illiquid if there is no secondary market for such security. Extendible municipal securities that have been extended into a longer remarketing period may also be considered illiquid.
Derivatives. A derivative is a financial instrument that has a value based onor derived fromthe values of other assets, reference rates, or indexes. Derivatives may relate to a wide variety of underlying references, such as commodities, stocks, bonds, interest rates, currency exchange rates, and related indexes. Derivatives include futures contracts and options on futures contracts, certain forward-commitment transactions, options on securities, caps, floors, collars, swap agreements, and certain other financial instruments. Some derivatives, such as futures contracts and certain options, are traded on U.S. commodity and securities exchanges, while other derivatives, such as swap agreements, may be privately negotiated and entered into in the over-the-counter market (OTC Derivatives) or may be cleared through a clearinghouse (Cleared Derivatives) and traded on an exchange or swap execution facility. As a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act), certain swap agreements, such as certain standardized credit default and interest rate swap agreements, must be cleared through a clearinghouse and traded on an exchange or swap execution facility. This could result in an increase in the overall costs of such transactions. While the intent of derivatives regulatory reform is to mitigate risks associated with derivatives markets, the new regulations could, among other things, increase liquidity and decrease pricing for more standardized products while decreasing liquidity and increasing pricing for less standardized products. The risks associated with the use of derivatives are different from, and possibly greater than, the risks associated with investing directly in the securities or assets on which the derivatives are based.
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Derivatives may be used for a variety of purposes, includingbut not limited tohedging, managing risk, seeking to stay fully invested, seeking to reduce transaction costs, seeking to simulate an investment in equity or debt securities or other investments, and seeking to add value by using derivatives to more efficiently implement portfolio positions when derivatives are favorably priced relative to equity or debt securities or other investments. Some investors may use derivatives primarily for speculative purposes while other uses of derivatives may not constitute speculation. There is no assurance that any derivatives strategy used by a funds advisor will succeed. The other parties to the funds OTC Derivatives contracts (usually referred to as counterparties) will not be considered the issuers thereof for purposes of certain provisions of the 1940 Act and the IRC, although such OTC Derivatives may qualify as securities or investments under such laws. The funds advisors, however, will monitor and adjust, as appropriate, the funds credit risk exposure to OTC Derivative counterparties.
Derivative products are highly specialized instruments that require investment techniques and risk analyses different from those associated with stocks, bonds, and other traditional investments. The use of a derivative requires an understanding not only of the underlying instrument but also of the derivative itself, without the benefit of observing the performance of the derivative under all possible market conditions.
When the fund enters into a Cleared Derivative, an initial margin deposit with a Futures Commission Merchant (FCM) is required. Initial margin deposits are typically calculated as an amount equal to the volatility in market value of a Cleared Derivative over a fixed period. If the value of the funds Cleared Derivatives declines, the fund will be required to make additional variation margin payments to the FCM to settle the change in value. If the value of the funds Cleared Derivatives increases, the FCM will be required to make additional variation margin payments to the fund to settle the change in value. This process is known as marking-to-market and is calculated on a daily basis.
For OTC Derivatives, the fund is subject to the risk that a loss may be sustained as a result of the insolvency or bankruptcy of the counterparty or the failure of the counterparty to make required payments or otherwise comply with the terms of the contract. Additionally, the use of credit derivatives can result in losses if a funds advisor does not correctly evaluate the creditworthiness of the issuer on which the credit derivative is based.
Derivatives may be subject to liquidity risk, which exists when a particular derivative is difficult to purchase or sell. If a derivative transaction is particularly large or if the relevant market is illiquid (as is the case with certain OTC Derivatives), it may not be possible to initiate a transaction or liquidate a position at an advantageous time or price.
Derivatives may be subject to pricing or basis risk, which exists when a particular derivative becomes extraordinarily expensive relative to historical prices or the prices of corresponding cash market instruments. Under certain market conditions, it may not be economically feasible to initiate a transaction or liquidate a position in time to avoid a loss or take advantage of an opportunity.
Because certain derivatives have a leverage component, adverse changes in the value or level of the underlying asset, reference rate, or index can result in a loss substantially greater than the amount invested in the derivative itself. Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment. A derivative transaction will not be considered to constitute the issuance, by a fund, of a senior security, as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading Borrowing.
Like most other investments, derivative instruments are subject to the risk that the market value of the instrument will change in a way detrimental to a funds interest. A fund bears the risk that its advisor will incorrectly forecast future market trends or the values of assets, reference rates, indexes, or other financial or economic factors in establishing derivative positions for the fund. If the advisor attempts to use a derivative as a hedge against, or as a substitute for, a portfolio investment, the fund will be exposed to the risk that the derivative will have or will develop imperfect or no correlation with the portfolio investment. This could cause substantial losses for the fund. Although hedging strategies involving derivative instruments can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other fund investments. Many derivatives (in particular, OTC Derivatives) are complex and often valued subjectively. Improper valuations can result in increased cash payment requirements to counterparties or a loss of value to a fund.
Exchange-Traded Funds. A fund may purchase shares of exchange-traded funds (ETFs). Typically, a fund would purchase ETF shares for the same reason it would purchase (and as an alternative to purchasing) futures contracts: to obtain exposure to all or a portion of the stock or bond market. ETF shares enjoy several advantages over futures. Depending on
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the market, the holding period, and other factors, ETF shares can be less costly and more tax-efficient than futures. In addition, ETF shares can be purchased for smaller sums, offer exposure to market sectors and styles for which there is no suitable or liquid futures contract, and do not involve leverage.
An investment in an ETF generally presents the same principal risks as an investment in a conventional fund (i.e., one that is not exchange-traded) that has the same investment objective, strategies, and policies. The price of an ETF can fluctuate within a wide range, and a fund could lose money investing in an ETF if the prices of the securities owned by the ETF go down. In addition, ETFs are subject to the following risks that do not apply to conventional funds: (1) the market price of an ETFs shares may trade at a discount or a premium to their net asset value; (2) an active trading market for an ETFs shares may not develop or be maintained; and (3) trading of an ETFs shares may be halted by the activation of individual or marketwide trading halts (which halt trading for a specific period of time when the price of a particular security or overall market prices decline by a specified percentage). Trading of an ETFs shares may also be halted if the shares are delisted from the exchange without first being listed on another exchange or if the listing exchanges officials determine that such action is appropriate in the interest of a fair and orderly market or for the protection of investors.
Most ETFs are investment companies. Therefore, a funds purchases of ETF shares generally are subject to the limitations on, and the risks of, a funds investments in other investment companies, which are described under the heading Other Investment Companies.
Futures Contracts and Options on Futures Contracts. Futures contracts and options on futures contracts are derivatives. Each Funds obligation under futures contracts will not exceed 20% of its total assets. The reasons for which a Fund may invest in futures include (1) to keep cash on hand to meet shareholder redemptions or other needs while simulating full investment in bonds or (2) to reduce the Funds transaction costs or add value when these instruments are favorably priced.
A futures contract is a standardized agreement between two parties to buy or sell at a specific time in the future a specific quantity of a commodity at a specific price. The commodity may consist of an asset, a reference rate, or an index. A security futures contract relates to the sale of a specific quantity of shares of a single equity security or a narrow-based securities index. The value of a futures contract tends to increase and decrease in tandem with the value of the underlying commodity. The buyer of a futures contract enters into an agreement to purchase the underlying commodity on the settlement date and is said to be long the contract. The seller of a futures contract enters into an agreement to sell the underlying commodity on the settlement date and is said to be short the contract. The price at which a futures contract is entered into is established either in the electronic marketplace or by open outcry on the floor of an exchange between exchange members acting as traders or brokers. Open futures contracts can be liquidated or closed out by physical delivery of the underlying commodity or payment of the cash settlement amount on the settlement date, depending on the terms of the particular contract. Some financial futures contracts (such as security futures) provide for physical settlement at maturity. Other financial futures contracts (such as those relating to interest rates, foreign currencies, and broad-based securities indexes) generally provide for cash settlement at maturity. In the case of cash-settled futures contracts, the cash settlement amount is equal to the difference between the final settlement or market price for the relevant commodity on the last trading day of the contract and the price for the relevant commodity agreed upon at the outset of the contract. Most futures contracts, however, are not held until maturity but instead are offset before the settlement date through the establishment of an opposite and equal futures position.
The purchaser or seller of a futures contract is not required to deliver or pay for the underlying commodity unless the contract is held until the settlement date. However, both the purchaser and seller are required to deposit initial margin with a futures commission merchant (FCM) when the futures contract is entered into. Initial margin deposits are typically calculated as an amount equal to the volatility in market value of a contract over a fixed period. If the value of the funds position declines, the fund will be required to make additional variation margin payments to the FCM to settle the change in value. If the value of the funds position increases, the FCM will be required to make additional variation margin payments to the fund to settle the change in value. This process is known as marking-to-market and is calculated on a daily basis. A futures transaction will not be considered to constitute the issuance, by a fund, of a senior security, as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading Borrowing.
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An option on a futures contract (or futures option) conveys the right, but not the obligation, to purchase (in the case of a call option) or sell (in the case of a put option) a specific futures contract at a specific price (called the exercise or strike price) any time before the option expires. The seller of an option is called an option writer. The purchase price of an option is called the premium. The potential loss to an option buyer is limited to the amount of the premium plus transaction costs. This will be the case, for example, if the option is held and not exercised prior to its expiration date. Generally, an option writer sells options with the goal of obtaining the premium paid by the option buyer. If an option sold by an option writer expires without being exercised, the writer retains the full amount of the premium. The option writer, however, has unlimited economic risk because its potential loss, except to the extent offset by the premium received when the option was written, is equal to the amount the option is in-the-money at the expiration date. A call option is in-the-money if the value of the underlying futures contract exceeds the exercise price of the option. A put option is in-the-money if the exercise price of the option exceeds the value of the underlying futures contract. Generally, any profit realized by an option buyer represents a loss for the option writer.
A fund that takes the position of a writer of a futures option is required to deposit and maintain initial and variation margin with respect to the option, as previously described in the case of futures contracts. A futures option transaction will not be considered to constitute the issuance, by a fund, of a senior security, as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading Borrowing.
Each Fund intends to comply with Rule 4.5 under the Commodity Exchange Act (CEA), under which a mutual fund may be excluded from the definition of the term Commodity Pool Operator (CPO) if the fund meets certain conditions such as limiting its investments in certain CEA-regulated instruments (e.g., futures, options, or swaps) and complying with certain marketing restrictions. Accordingly, Vanguard is not subject to registration or regulation as a CPO with respect to the Fund under the CEA. A Fund will only enter into futures contracts and futures options that are traded on a U.S. or foreign exchange, board of trade, or similar entity or that are quoted on an automated quotation system.
Futures Contracts and Options on Futures ContractsRisks. The risk of loss in trading futures contracts and in writing futures options can be substantial because of the low margin deposits required, the extremely high degree of leverage involved in futures and options pricing, and the potential high volatility of the futures markets. As a result, a relatively small price movement in a futures position may result in immediate and substantial loss (or gain) for the investor. For example, if at the time of purchase, 10% of the value of the futures contract is deposited as margin, a subsequent 10% decrease in the value of the futures contract would result in a total loss of the margin deposit, before any deduction for the transaction costs, if the account were then closed out. A 15% decrease would result in a loss equal to 150% of the original margin deposit if the contract were closed out. Thus, a purchase or sale of a futures contract, and the writing of a futures option, may result in losses in excess of the amount invested in the position. In the event of adverse price movements, a fund would continue to be required to make daily cash payments to maintain its required margin. In such situations, if the fund has insufficient cash, it may have to sell portfolio securities to meet daily margin requirements (and segregation requirements, if applicable) at a time when it may be disadvantageous to do so. In addition, on the settlement date, a fund may be required to make delivery of the instruments underlying the futures positions it holds.
A fund could suffer losses if it is unable to close out a futures contract or a futures option because of an illiquid secondary market. Futures contracts and futures options may be closed out only on an exchange that provides a secondary market for such products. However, there can be no assurance that a liquid secondary market will exist for any particular futures product at any specific time. Thus, it may not be possible to close a futures or option position. Moreover, most futures exchanges limit the amount of fluctuation permitted in futures contract prices during a single trading day. The daily limit establishes the maximum amount that the price of a futures contract may vary either up or down from the previous days settlement price at the end of a trading session. Once the daily limit has been reached in a particular type of contract, no trades may be made on that day at a price beyond that limit. The daily limit governs only price movement during a particular trading day, and therefore does not limit potential losses because the limit may prevent the liquidation of unfavorable positions. Futures contract prices have occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of future positions and subjecting some futures traders to substantial losses. The inability to close futures and options positions also could have an adverse impact on the ability to hedge a portfolio investment or to establish a substitute for a portfolio investment. U.S. Treasury futures are generally not subject to such daily limits.
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A fund bears the risk that its advisor will incorrectly predict future market trends. If the advisor attempts to use a futures contract or a futures option as a hedge against, or as a substitute for, a portfolio investment, the fund will be exposed to the risk that the futures position will have or will develop imperfect or no correlation with the portfolio investment. This could cause substantial losses for the fund. Although hedging strategies involving futures products can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other fund investments.
A fund could lose margin payments it has deposited with its FCM if, for example, the FCM breaches its agreement with the fund or becomes insolvent or goes into bankruptcy. In that event, the fund may be entitled to return of margin owed to it only in proportion to the amount received by the FCMs other customers, potentially resulting in losses to the fund.
Hybrid Instruments. A hybrid instrument, or hybrid, is an interest in an issuer that combines the characteristics of an equity security, a debt security, a commodity, and/or a derivative. A hybrid may have characteristics that, on the whole, more strongly suggest the existence of a bond, stock, or other traditional investment, but a hybrid may also have prominent features that are normally associated with a different type of investment. Moreover, hybrid instruments may be treated as a particular type of investment for one regulatory purpose (such as taxation) and may be simultaneously treated as a different type of investment for a different regulatory purpose (such as securities or commodity regulation). Hybrids can be used as an efficient means of pursuing a variety of investment goals, including increased total return, duration management, and currency hedging. Because hybrids combine features of two or more traditional investments and may involve the use of innovative structures, hybrids present risks that may be similar to, different from, or greater than those associated with traditional investments with similar characteristics.
Examples of hybrid instruments include convertible securities, which combine the investment characteristics of bonds and common stocks; perpetual bonds, which are structured like fixed income securities, have no maturity date, and may be characterized as debt or equity for certain regulatory purposes; contingent convertible securities, which are fixed income securities that, under certain circumstances, either convert into common stock of the issuer or undergo a principal write-down by a predetermined percentage if the issuers capital ratio falls below a predetermined trigger level; and trust-preferred securities, which are preferred stocks of a special-purpose trust that holds subordinated debt of the corporate parent. Another example of a hybrid is a commodity-linked bond, such as a bond issued by an oil company that pays a small base level of interest with additional interest that accrues in correlation to the extent to which oil prices exceed a certain predetermined level. Such a hybrid would be a combination of a bond and a call option on oil.
In the case of hybrids that are structured like fixed income securities (such as structured notes), the principal amount or the interest rate is generally tied (positively or negatively) to the price of some commodity, currency, securities index, interest rate, or other economic factor (each, a benchmark). For some hybrids, the principal amount payable at maturity or the interest rate may be increased or decreased, depending on changes in the value of the benchmark. Other hybrids do not bear interest or pay dividends. The value of a hybrid or its interest rate may be a multiple of a benchmark and, as a result, may be leveraged and move (up or down) more steeply and rapidly than the benchmark, thus magnifying movements within the benchmark. These benchmarks may be sensitive to economic and political events, such as commodity shortages and currency devaluations, which cannot be readily foreseen by the purchaser of a hybrid. Under certain conditions, the redemption value of a hybrid could be zero. Thus, an investment in a hybrid may entail significant market risks that are not associated with a similar investment in a traditional, U.S. dollar-denominated bond with a fixed principal amount that pays a fixed rate or floating rate of interest. The purchase of hybrids also exposes a fund to the credit risk of the issuer of the hybrids. Depending on the level of a funds investment in hybrids, these risks may cause significant fluctuations in the funds net asset value. Hybrid instruments may also carry liquidity risk since the instruments are often customized to meet the needs of an issuer or, sometimes, the portfolio needs of a particular investor, and therefore the number of investors that are willing and able to buy such instruments in the secondary market may be smaller than that for more traditional debt securities.
Certain issuers of hybrid instruments known as structured products may be deemed to be investment companies as defined in the 1940 Act. As a result, the funds investments in these products may be subject to the limitations described under the heading Other Investment Companies.
Interfund Borrowing and Lending. The SEC has granted an exemption permitting registered open-end Vanguard funds to participate in Vanguards interfund lending program. This program allows the Vanguard funds to borrow money from and lend money to each other for temporary or emergency purposes. The program is subject to a number of conditions,
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including, among other things, the requirements that (1) no fund may borrow or lend money through the program unless it receives a more favorable interest rate than is typically available from a bank for a comparable transaction, (2) no fund may lend money if the loan would cause its aggregate outstanding loans through the program to exceed 15% of its net assets at the time of the loan, and (3) a funds interfund loans to any one fund shall not exceed 5% of the lending funds net assets. In addition, a Vanguard fund may participate in the program only if and to the extent that such participation is consistent with the funds investment objective and investment policies. The boards of trustees of the Vanguard funds are responsible for overseeing the interfund lending program. Any delay in repayment to a lending fund could result in a lost investment opportunity or additional borrowing costs.
Money Market Fund Reform. The money market fund reforms adopted by the SEC in July 2014 became effective on October 14, 2016. The reforms impact money market funds differently depending on the types of investors permitted to invest in a fund, the types of securities in which a fund may invest, and the principal investments of a money market fund. The reforms impose new liquidity-related requirements on money market funds (including the potential implementation of liquidity fees and redemption gates). Other changes required by the reforms relate to diversification, disclosure, and stress testing requirements. The imposition and termination of a liquidity fee or redemption gate and/or the provision of financial support by an affiliated person of a money market fund will be reported by a money market fund to the SEC on Form N-CR. A money market funds designation as institutional, retail, or government determines whether the fund is required to have a floating net asset value (NAV) or is permitted to have a stable NAV. These changes may have significant adverse effects upon a money market funds investment strategy, fees and expenses, portfolio (including the liquidity of investments), and return potential.
Municipal Bonds. Municipal bonds are debt obligations issued by states, municipalities, U.S. jurisdictions or territories, and other political subdivisions and by agencies, authorities, and instrumentalities of states and multistate agencies or authorities (collectively, municipalities). Typically, the interest payable on municipal bonds is, in the opinion of bond counsel to the issuer at the time of issuance, exempt from federal income tax.
Municipal bonds include securities from a variety of sectors, each of which has unique risks, and can be divided into government bonds (i.e., bonds issued to provide funding for governmental projects, such as public roads or schools) and conduit bonds (i.e., bonds issued to provide funding for a third-party permitted to use municipal bond proceeds, such as airports or hospitals). The Funds will not concentrate in any one industry; tax-exempt securities issued by states, municipalities, and their political subdivisions are not considered to be part of an industry. However, if a municipal bonds income is derived from a specific project, the securities will be considered to be from the industry of that project. Municipal bonds include, but are not limited to, general obligation bonds, limited obligation bonds, and revenue bonds, including industrial development bonds issued pursuant to federal tax law.
General obligation bonds are secured by the issuers pledge of its full faith, credit, and taxing power for the payment of principal and interest. Limited obligation bonds are payable only from the revenues derived from a particular facility or class of facilities or, in some cases, from the proceeds of a special excise or other specific revenue source. Revenue or special tax bonds are payable only from the revenues derived from a particular facility or class of facilities or, in some cases, from the proceeds of a special excise or other tax, but not from general tax revenues.
Revenue bonds involve the credit risk of the underlying project or enterprise (or its corporate user) rather than the credit risk of the issuing municipality. Under the IRC, certain limited obligation bonds are considered private activity bonds, and interest paid on such bonds is treated as an item of tax preference for purposes of calculating federal alternative minimum tax liability. Tax-exempt private activity bonds and industrial development bonds generally are also classified as revenue bonds and thus are not payable from the issuers general revenues. The credit and quality of private activity bonds and industrial development bonds are usually related to the credit of the corporate user of the facilities. Payment of interest on and repayment of principal of such bonds are the responsibility of the corporate user (and/or any guarantor). Some municipal bonds may be issued as variable or floating rate securities and may incorporate market-dependent liquidity features (see discussion of Debt SecuritiesVariable and Floating Rate Securities). A tax-exempt fund will generally invest only in securities deemed tax-exempt by a nationally recognized bond counsel, but there is no guarantee that the interest payments on municipal bonds will continue to be tax-exempt for the life of the bonds.
Some longer-term municipal bonds give the investor a put option, which is the right to sell the security back to the issuer at par (face value) prior to maturity, within a specified number of days following the investors requestusually one to seven days. This demand feature enhances a securitys liquidity by shortening its maturity and enables it to trade at a price equal to or very close to par. If a demand feature terminates prior to being exercised, a fund would hold the
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longer-term security, which could experience substantially more volatility. Municipal bonds that are issued as variable or floating rate securities incorporating market-dependent liquidity features may have greater liquidity risk than other municipal bonds (see discussion of Debt SecuritiesVariable and Floating Rate Securities).
Some municipal bonds feature credit enhancements, such as lines of credit, letters of credit, municipal bond insurance, and standby bond purchase agreements (SBPAs). SBPAs include lines of credit that are issued by a third party, usually a bank, to enhance liquidity and ensure repayment of principal and any accrued interest if the underlying municipal bond should default. Municipal bond insurance (which is usually purchased by the bond issuer from a private, nongovernmental insurance company) provides an unconditional and irrevocable guarantee that the insured bonds principal and interest will be paid when due. Insurance does not guarantee the price of the bond or the share price of any fund. The credit quality of an insured bond reflects the higher of the credit quality of the insurer, based on its claims-paying ability, or the credit quality of the underlying bond issuer or obligor. The obligation of a municipal bond insurance company to pay a claim extends over the life of each insured bond. Although defaults on insured municipal bonds have been historically low and municipal bond insurers historically have met their claims, there is no assurance this will continue. A higher-than-expected default rate could strain the insurers loss reserves and adversely affect its ability to pay claims to bondholders. The number of municipal bond insurers is relatively small, and not all of them are assessed as high credit quality. An SBPA can include a liquidity facility that is provided to pay the purchase price of any bonds that cannot be remarketed. The obligation of the liquidity provider (usually a bank) is only to advance funds to purchase tendered bonds that cannot be remarketed and does not cover principal or interest under any other circumstances. The liquidity providers obligations under the SBPA are usually subject to numerous conditions, including the continued creditworthiness of the underlying borrower or bond issuer.
Municipal bonds also include tender option bonds, which are municipal derivatives created by dividing the income stream provided by an underlying municipal bond to create two securities issued by a special-purpose trust, one short-term and one long-term. The interest rate on the short-term component is periodically reset. The short-term component has negligible interest rate risk, while the long-term component has all of the interest rate risk of the original bond. After income is paid on the short-term securities at current rates, the residual income goes to the long-term securities. Therefore, rising short-term interest rates result in lower income for the longer-term portion, and vice versa. The longer-term components can be very volatile and may be less liquid than other municipal bonds of comparable maturity. These securities have been developed in the secondary market to meet the demand for short-term, tax-exempt securities.
Municipal securities also include a variety of structures geared toward accommodating municipal-issuer short-term cash-flow requirements. These structures include, but are not limited to, general market notes, commercial paper, put bonds, and variable-rate demand obligations (VRDOs). VRDOs comprise a significant percentage of the outstanding debt in the short-term municipal market. VRDOs can be structured to provide a wide range of maturity options (1 day to over 360 days) to the underlying issuing entity and are typically issued at par. The longer the maturity option, the greater the degree of liquidity risk (the risk of not receiving an asking price of par or greater) and reinvestment risk (the risk that the proceeds from maturing bonds must be reinvested at a lower interest rate).
Although most municipal bonds are exempt from federal income tax, some are not. Taxable municipal bonds include Build America Bonds (BABs). The borrowing costs of BABs are subsidized by the federal government, but BABs are subject to state and federal income tax. BABs were created pursuant to the American Recovery and Reinvestment Act of 2009 (ARRA) to offer an alternative form of financing to state and local governments whose primary means for accessing the capital markets had been through the issuance of tax-exempt municipal bonds. BABs also include Recovery Zone Economic Development Bonds, which are subsidized more heavily by the federal government than other BABs and are designed to finance certain types of projects in distressed geographic areas.
Under ARRA, an issuer of a BAB is entitled to receive payments from the U.S. Treasury over the life of the BAB equal to 35% of the interest paid (or 45% of the interest paid in the case of a Recovery Zone Economic Development Bond). For example, if a state or local government were to issue a BAB at a taxable interest rate of 10% of the par value of the bond, the U.S. Treasury would make a payment directly to the issuing government of 35% of that interest (3.5% of the par value of the bond) or 45% of the interest (4.5% of the par value of the bond) in the case of a Recovery Zone Economic Development Bond. Thus, the state or local governments net borrowing cost would be 6.5% or 5.5%, respectively, on BABs that pay 10% interest. In other cases, holders of a BAB receive a 35% or 45% tax credit, respectively. The BAB program expired on December 31, 2010. BABs outstanding prior to the expiration of the program continue to be eligible for the federal interest rate subsidy or tax credit, which continues for the life of the BABs; however, the federal interest rate subsidy or tax credit has been reduced by the government sequester. Additionally,
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bonds issued following expiration of the program are not eligible for federal payment or tax credit. In addition to BABs, a fund may invest in other municipal bonds that pay taxable interest.
The reorganization under the federal bankruptcy laws of an issuer of, or payment obligor with respect to, municipal bonds may result in the municipal bonds being canceled without repayment; repaid only in part; or repaid in part or whole through an exchange thereof for any combination of cash, municipal bonds, debt securities, convertible securities, equity securities, or other instruments or rights in respect to the same issuer or payment obligor or a related entity. Certain issuers are not eligible to file for bankruptcy.
Municipal BondsRisks. Municipal bonds are subject to credit risk. The yields of municipal bonds depend on, among other things, general money market conditions, conditions in the municipal bond market, size of a particular offering, maturity of the obligation, and credit quality of the issue. Consequently, municipal bonds with the same maturity, coupon, and credit quality may have different yields, while municipal bonds of the same maturity and coupon, but with different credit quality, may have the same yield. It is the responsibility of a funds investment management advisor to appraise independently the fundamental quality of bonds held by the fund. Information about the financial condition of an issuer of municipal bonds may not be as extensive as that which is made available by corporations whose securities are publicly traded. Obligations of issuers of municipal bonds are generally subject to the provisions of bankruptcy, insolvency, and other laws affecting the rights and remedies of creditors.
Congress, state legislatures, or other governing authorities may seek to extend the time for payment of principal or interest, or both, or to impose other constraints upon enforcement of such obligations. For example, from time to time, proposals have been introduced before Congress to restrict or eliminate the federal income tax exemption for interest on municipal bonds. Also, from time to time, proposals have been introduced before state and local legislatures to restrict or eliminate the state and local income tax exemption for interest on municipal bonds. Similar proposals may be introduced in the future. If any such proposal were enacted, it might restrict or eliminate the ability of a fund to achieve its respective investment objective. In that event, the funds trustees and officers would reevaluate its investment objective and policies and consider recommending to its shareholders changes in such objective and policies.
There is also the possibility that, as a result of litigation or other conditions, the power or ability of issuers to meet their obligations for the payment of interest and principal on their municipal bonds may be materially affected or their obligations may be found to be invalid or unenforceable. Such litigation or conditions may, from time to time, have the effect of introducing uncertainties in the market for municipal bonds or certain segments thereof or of materially affecting the credit risk with respect to particular bonds. Adverse economic, business, legal, or political developments might affect all or a substantial portion of a funds municipal bonds in the same manner. For example, a state specific tax-exempt fund is subject to state-specific risk, which is the chance that the fund, because it invests primarily in securities issued by a particular state and its municipalities, is more vulnerable to unfavorable developments in that state than are funds that invest in municipal securities of many states. Unfavorable developments in any economic sector may have far-reaching ramifications on a states overall municipal market. In the event that a particular obligation held by a fund is assessed at a credit quality below the minimum investment level permitted by the investment policies of such fund, the funds investment advisor, pursuant to oversight from the trustees, will carefully assess the creditworthiness of the obligation to determine whether it continues to meet the policies and objective of the fund.
Municipal bonds are subject to interest rate risk, which is the chance that bond prices will decline over short or even long periods because of rising interest rates. Interest rate risk is higher for long-term bonds, whose prices are much more sensitive to interest rate changes than are the prices of shorter-term bonds. Generally, prices of longer-maturity issues tend to fluctuate more than prices of shorter-maturity issues. Prices and yields on municipal bonds are dependent on a variety of factors, such as the financial condition of the issuer, the general conditions of the municipal bond market, the size of a particular offering, the maturity of the obligation, and the rating of the issue. A number of these factors, including the ratings of particular issues, are subject to change from time to time.
Municipal bonds are subject to call risk, which is the chance that during periods of falling interest rates, issuers of callable bonds may call (redeem) securities with higher coupons or interest rates before their maturity dates. A fund would then lose any price appreciation above the bonds call price and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the funds income. Call risk is generally high for long-term bonds. Conversely, municipal bonds are also subject to extension risk, which is the chance that during periods of rising interest rates, certain debt securities will be paid off substantially more slowly than originally anticipated, and the value of those securities may fall. Extension risk is generally high for long-term bonds.
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Municipal bonds may be deemed to be illiquid as determined by or in accordance with methods adopted by a funds board of trustees. In determining the liquidity and appropriate valuation of a municipal bond, a funds advisor may consider the following factors relating to the security, among others: (1) the frequency of trades and quotes; (2) the number of dealers willing to purchase or sell the security; (3) the willingness of dealers to undertake to make a market; (4) the nature of the marketplace trades, including the time needed to dispose of the security, the method of soliciting offers, and the mechanics of transfer; and (5) the factors unique to a particular security, including general creditworthiness of the issuer and the likelihood that the marketability of the securities will be maintained throughout the time the security is held by the fund.
Options. An option is a derivative. An option on a security (or index) is a contract that gives the holder of the option, in return for the payment of a premium, the right, but not the obligation, to buy from (in the case of a call option) or sell to (in the case of a put option) the writer of the option the security underlying the option (or the cash value of the index) at a specified exercise price prior to the expiration date of the option. The writer of an option on a security has the obligation upon exercise of the option to deliver the underlying security upon payment of the exercise price (in the case of a call option) or to pay the exercise price upon delivery of the underlying security (in the case of a put option). The writer of an option on an index has the obligation upon exercise of the option to pay an amount equal to the cash value of the index minus the exercise price, multiplied by the specified multiplier for the index option. The multiplier for an index option determines the size of the investment position the option represents. Unlike exchange-traded options, which are standardized with respect to the underlying instrument, expiration date, contract size, and strike price, the terms of over-the-counter (OTC) options (options not traded on exchanges) generally are established through negotiation with the other party to the option contract. Although this type of arrangement allows the purchaser or writer greater flexibility to tailor an option to its needs, OTC options generally involve credit risk to the counterparty whereas for exchange-traded, centrally cleared options, credit risk is mutualized through the involvement of the applicable clearing house.
The buyer (or holder) of an option is said to be long the option, while the seller (or writer) of an option is said to be short the option. A call option grants to the holder the right to buy (and obligates the writer to sell) the underlying security at the strike price, which is the predetermined price at which the option may be exercised. A put option grants to the holder the right to sell (and obligates the writer to buy) the underlying security at the strike price. The purchase price of an option is called the premium. The potential loss to an option buyer is limited to the amount of the premium plus transaction costs. This will be the case if the option is held and not exercised prior to its expiration date. Generally, an option writer sells options with the goal of obtaining the premium paid by the option buyer, but that person could also seek to profit from an anticipated rise or decline in option prices. If an option sold by an option writer expires without being exercised, the writer retains the full amount of the premium. The option writer, however, has unlimited economic risk because its potential loss, except to the extent offset by the premium received when the option was written, is equal to the amount the option is in-the-money at the expiration date. A call option is in-the-money if the value of the underlying position exceeds the exercise price of the option. A put option is in-the-money if the exercise price of the option exceeds the value of the underlying position. Generally, any profit realized by an option buyer represents a loss for the option writer. The writing of an option will not be considered to constitute the issuance, by a fund, of a senior security, as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading Borrowing.
If a trading market, in particular options, were to become unavailable, investors in those options (such as the funds) would be unable to close out their positions until trading resumes, and they may be faced with substantial losses if the value of the underlying instrument moves adversely during that time. Even if the market were to remain available, there may be times when options prices will not maintain their customary or anticipated relationships to the prices of the underlying instruments and related instruments. Lack of investor interest, changes in volatility, or other factors or conditions might adversely affect the liquidity, efficiency, continuity, or even the orderliness of the market for particular options.
A fund bears the risk that its advisor will not accurately predict future market trends. If the advisor attempts to use an option as a hedge against, or as a substitute for, a portfolio investment, the fund will be exposed to the risk that the option will have or will develop imperfect or no correlation with the portfolio investment, which could cause substantial losses for the fund. Although hedging strategies involving options can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other fund investments. Many
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options, in particular OTC options, are complex and often valued based on subjective factors. Improper valuations can result in increased cash payment requirements to counterparties or a loss of value to a fund.
OTC Swap Agreements. An over-the-counter (OTC) swap agreement, which is a type of derivative, is an agreement between two parties (counterparties) to exchange payments at specified dates (periodic payment dates) on the basis of a specified amount (notional amount) with the payments calculated with reference to a specified asset, reference rate, or index.
Examples of OTC swap agreements include, but are not limited to, interest rate swaps, credit default swaps, equity swaps, commodity swaps, foreign currency swaps, index swaps, excess return swaps, and total return swaps. Most OTC swap agreements provide that when the periodic payment dates for both parties are the same, payments are netted and only the net amount is paid to the counterparty entitled to receive the net payment. Consequently, a funds current obligations (or rights) under an OTC swap agreement will generally be equal only to the net amount to be paid or received under the agreement, based on the relative values of the positions held by each counterparty. OTC swap agreements allow for a wide variety of transactions. For example, fixed rate payments may be exchanged for floating rate payments; U.S. dollar-denominated payments may be exchanged for payments denominated in a different currency; and payments tied to the price of one asset, reference rate, or index may be exchanged for payments tied to the price of another asset, reference rate, or index.
An OTC option on an OTC swap agreement, also called a swaption, is an option that gives the buyer the right, but not the obligation, to enter into a swap on a future date in exchange for paying a market-based premium. A receiver swaption gives the owner the right to receive the total return of a specified asset, reference rate, or index. A payer swaption gives the owner the right to pay the total return of a specified asset, reference rate, or index. Swaptions also include options that allow an existing swap to be terminated or extended by one of the counterparties.
The use of OTC swap agreements by a fund entails certain risks, which may be different from, or possibly greater than, the risks associated with investing directly in the securities and other investments that are the referenced asset for the swap agreement. OTC swaps are highly specialized instruments that require investment techniques, risk analyses, and tax planning different from those associated with stocks, bonds, and other traditional investments. The use of an OTC swap requires an understanding not only of the referenced asset, reference rate, or index but also of the swap itself, without the benefit of observing the performance of the swap under all possible market conditions.
OTC swap agreements may be subject to liquidity risk, which exists when a particular swap is difficult to purchase or sell. If an OTC swap transaction is particularly large or if the relevant market is illiquid (as is the case with many OTC swaps), it may not be possible to initiate a transaction or liquidate a position at an advantageous time or price, which may result in significant losses. In addition, OTC swap transactions may be subject to a funds limitation on investments in illiquid securities.
OTC swap agreements may be subject to pricing risk, which exists when a particular swap becomes extraordinarily expensive or inexpensive relative to historical prices or the prices of corresponding cash market instruments. Under certain market conditions, it may not be economically feasible to initiate a transaction or liquidate a position in time to avoid a loss or take advantage of an opportunity or to realize the intrinsic value of the OTC swap agreement.
Because certain OTC swap agreements have a leverage component, adverse changes in the value or level of the underlying asset, reference rate, or index can result in a loss substantially greater than the amount invested in the swap itself. Certain OTC swaps have the potential for unlimited loss, regardless of the size of the initial investment. A leveraged OTC swap transaction will not be considered to constitute the issuance, by a fund, of a senior security, as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading Borrowing.
Like most other investments, OTC swap agreements are subject to the risk that the market value of the instrument will change in a way detrimental to a funds interest. A fund bears the risk that its advisor will not accurately forecast future market trends or the values of assets, reference rates, indexes, or other economic factors in establishing OTC swap positions for the fund. If the advisor attempts to use an OTC swap as a hedge against, or as a substitute for, a portfolio investment, the fund will be exposed to the risk that the OTC swap will have or will develop imperfect or no correlation with the portfolio investment. This could cause substantial losses for the fund. Although hedging strategies involving OTC swap instruments can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other fund investments. Many OTC swaps are complex and often valued
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subjectively. Improper valuations can result in increased cash payment requirements to counterparties or a loss of value to a fund.
The use of an OTC swap agreement also involves the risk that a loss may be sustained as a result of the insolvency or bankruptcy of the counterparty or the failure of the counterparty to make required payments or otherwise comply with the terms of the agreement. Additionally, the use of credit default swaps can result in losses if a funds advisor does not correctly evaluate the creditworthiness of the issuer on which the credit swap is based.
The market for OTC swaps and swaptions is a relatively new market. It is possible that developments in the market could adversely affect a fund, including its ability to terminate existing OTC swap agreements or to realize amounts to be received under such agreements. As previously noted under the heading Derivatives, under the Dodd-Frank Act, certain swaps that may be used by a fund may be cleared through a clearinghouse and traded on an exchange or swap execution facility.
Other Investment Companies. A fund may invest in other investment companies to the extent permitted by applicable law or SEC exemption. Under Section 12(d)(1) of the 1940 Act, a fund generally may invest up to 10% of its assets in shares of investment companies and up to 5% of its assets in any one investment company, as long as no investment represents more than 3% of the voting stock of an acquired investment company. In addition, no funds for which Vanguard acts as an advisor may, in the aggregate, own more than 10% of the voting stock of a closed-end investment company. The 1940 Act and related rules provide certain exemptions from these restrictions, for example, funds that invest in other funds within the same group of investment companies. If a fund invests in other investment companies, shareholders will bear not only their proportionate share of the funds expenses (including operating expenses and the fees of the advisor), but they also may indirectly bear the similar expenses of the underlying investment companies. Certain investment companies, such as business development companies (BDCs), are more akin to operating companies and, as such, their expenses are not direct expenses paid by fund shareholders and are not used to calculate the funds net asset value. SEC rules nevertheless require that any expenses incurred by a BDC be included in a funds expense ratio as Acquired Fund Fees and Expenses. The expense ratio of a fund that holds a BDC will thus overstate what the fund actually spends on portfolio management, administrative services, and other shareholder services by an amount equal to these Acquired Fund Fees and Expenses. The Acquired Fund Fees and Expenses are not included in a funds financial statements, which provide a clearer picture of a funds actual operating expenses. Because preferred shares of closed-end investment companies are not allocated any operating or advisory expenses, the Vanguard funds will not bear any expenses from investments in certain variable-rate demand-preferred securities issued by closed-end municipal bond funds. Shareholders would also be exposed to the risks associated not only with the investments of the fund but also with the portfolio investments of the underlying investment companies. Certain types of investment companies, such as closed-end investment companies, issue a fixed number of shares that typically trade on a stock exchange or over-the-counter at a premium or discount to their net asset value. Others are continuously offered at net asset value but also may be traded on the secondary market.
Restricted and Illiquid Securities. Illiquid securities are securities that cannot be sold or disposed of within seven days in the ordinary course of business at approximately the price at which they are valued. The SEC generally limits aggregate holdings of illiquid securities by a mutual fund to 15% of its net assets (5% for money market funds). A fund may experience difficulty valuing and selling illiquid securities and, in some cases, may be unable to value or sell certain illiquid securities for an indefinite period of time. Illiquid securities may include a wide variety of investments, such as (1) repurchase agreements maturing in more than seven days (unless the agreements have demand/redemption features), (2) OTC options contracts and certain other derivatives (including certain swap agreements), (3) fixed time deposits that are not subject to prepayment or do not provide for withdrawal penalties upon prepayment (other than overnight deposits), (4) certain loan interests and other direct debt instruments, (5) certain municipal lease obligations, (6) private equity investments, (7) commercial paper issued pursuant to Section 4(a)(2) of the 1933 Act, and (8) securities whose disposition is restricted under the federal securities laws. Illiquid securities include restricted, privately placed securities that, under the federal securities laws, generally may be resold only to qualified institutional buyers. If a substantial market develops for a restricted security held by a fund, it may be treated as a liquid security in accordance with procedures and guidelines approved by the board of trustees. This generally includes securities that are unregistered, that can be sold to qualified institutional buyers in accordance with Rule 144A under the 1933 Act, or that are exempt from registration under the 1933 Act, such as commercial paper. Although a funds advisor monitors the liquidity of restricted securities, the board of trustees oversees and retains ultimate responsibility for the advisors liquidity determinations. Several factors that the trustees consider in monitoring these decisions include the valuation of
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a security; the availability of qualified institutional buyers, brokers, and dealers that trade in the security; and the availability of information about the securitys issuer.
Tax MattersFederal Tax Discussion. Discussion herein of U.S. federal income tax matters summarizes some of the important, generally applicable U.S. federal tax considerations relevant to investment in a fund based on the IRC, U.S. Treasury regulations, and other applicable authorities. These authorities are subject to change by legislative, administrative, or judicial action, possibly with retroactive effect. Each Fund has not requested and will not request an advance ruling from the Internal Revenue Service (IRS) as to the U.S. federal income tax matters discussed in this Statement of Additional Information. In some cases, a funds tax position may be uncertain under current tax law and an adverse determination or future guidance by the IRS with respect to such a position could adversely affect the fund and its shareholders, including the funds ability to continue to qualify as a regulated investment company or to continue to pursue its current investment strategy. A shareholder should consult his or her tax professional for information regarding the particular situation and the possible application of U.S. federal, state, local, foreign, and other taxes.
Tax MattersFederal Tax Treatment of Derivatives, Hedging, and Related Transactions. A funds transactions in derivative instruments (including, but not limited to, options, futures, forward contracts, and swap agreements), as well as any of the funds hedging, short sale, securities loan, or similar transactions, may be subject to one or more special tax rules that accelerate income to the fund, defer losses to the fund, cause adjustments in the holding periods of the funds securities, convert long-term capital gains into short-term capital gains, or convert short-term capital losses into long-term capital losses. These rules could therefore affect the amount, timing, and character of distributions to shareholders.
Because these and other tax rules applicable to these types of transactions are in some cases uncertain under current law, an adverse determination or future guidance by the IRS with respect to these rules (which determination or guidance could be retroactive) may affect whether a fund has made sufficient distributions, and otherwise satisfied the relevant requirements, to maintain its qualification as a regulated investment company and avoid a fund-level tax.
Tax MattersFederal Tax Treatment of Exempt-Interest Dividends. If, at the end of each quarter of a funds taxable year, at least 50% of the funds total asset value consists of securities generating interest that is exempt from federal tax under IRC section 103(a), the fund may pay dividends that pass through to shareholders the tax-exempt character of exempt interest earned by the fund. These dividends generally are not taxable to fund shareholders for U.S. federal income tax purposes, but they may result in liability for the federal alternative minimum tax.
Tax MattersFederal Tax Treatment of Futures Contracts. For federal income tax purposes, a fund generally must recognize, as of the end of each taxable year, any net unrealized gains and losses on certain futures contracts, as well as any gains and losses actually realized during the year. In these cases, any gain or loss recognized with respect to a futures contract is considered to be 60% long-term capital gain or loss and 40% short-term capital gain or loss, without regard to the holding period of the contract. Gains and losses on certain other futures contracts (primarily non-U.S. futures contracts) are not recognized until the contracts are closed and are treated as long-term or short-term, depending on the holding period of the contract. Sales of futures contracts that are intended to hedge against a change in the value of securities held by a fund may affect the holding period of such securities and, consequently, the nature of the gain or loss on such securities upon disposition. A fund may be required to defer the recognition of losses on one position, such as futures contracts, to the extent of any unrecognized gains on a related offsetting position held by the fund.
A fund will distribute to shareholders annually any net capital gains that have been recognized for federal income tax purposes on futures transactions. Such distributions will be combined with distributions of capital gains realized on the funds other investments, and shareholders will be advised on the nature of the distributions.
Tax MattersMarket Discount or Premium. The price of a bond purchased after its original issuance may reflect market discount or premium. Depending on the particular circumstances, market discount may affect the tax character and amount of income required to be recognized by a fund holding the bond. In determining whether a bond is purchased with market discount, certain de minimis rules apply. Premium is generally amortizable over the remaining term of the bond. Depending on the type of bond, premium may affect the amount of income required to be recognized by a fund holding the bond and the funds basis in the bond.
Tax MattersReal Estate Mortgage Investment Conduits. If a fund invests directly or indirectly, including through a REIT or other pass-through entity, in residual interests in real estate mortgage investment conduits (REMICs) or equity interests in taxable mortgage pools (TMPs), a portion of the funds income that is attributable to a residual interest in a REMIC or an equity interest in a TMP (such portion referred to in the IRC as an excess inclusion) will be subject to U.S.
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federal income tax in all eventsincluding potentially at the fund levelunder a notice issued by the IRS in October 2006 and U.S. Treasury regulations that have yet to be issued but may apply retroactively. This notice also provides, and the regulations are expected to provide, that excess inclusion income of a registered investment company will be allocated to shareholders of the registered investment company in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related interest directly. In general, excess inclusion income allocated to shareholders (1) cannot be offset by net operation losses (subject to a limited exception for certain thrift institutions); (2) will constitute unrelated business taxable income (UBTI) to entities (including a qualified pension plan, an individual retirement account, a 401(k) plan, a Keogh plan, or other tax-exempt entity) subject to tax on UBTI, thereby potentially requiring such an entity, which otherwise might not be required, to file a tax return and pay tax on such income; and (3) in the case of a non-U.S. investor, will not qualify for any reduction in U.S. federal withholding tax. A shareholder will be subject to U.S. federal income tax on such inclusions notwithstanding any exemption from such income tax otherwise available under the IRC. As a result, a fund investing in such interests may not be suitable for charitable remainder trusts. See Tax MattersTax-Exempt Investors.
Tax MattersSale or Exchange of Money Market Fund Shares by Investors. Following the October 14, 2016 final compliance date of the money market fund reforms adopted by the SEC, Vanguard California Municipal Money Market Fund, Vanguard New Jersey Municipal Money Market Fund, Vanguard New York Municipal Money Market Fund, and Vanguard Pennsylvania Municipal Money Market Fund continue to seek to maintain a stable NAV of $1 per share; however, there can be no guarantee that each Fund will do so. Accordingly, in general, shareholders are not expected to incur taxable gains or losses on the sale or exchange of their shares. However, in the event a Funds NAV goes above or below $1, and a shareholder sells or exchanges shares at that price, the shareholder may recognize a gain or loss on the sale or exchange of shares. Also, if a Fund determines to impose a liquidity fee on redemptions of its shares, a shareholder will generally recognize a loss on the sale or exchange of shares equal to the amount of that fee. Assuming a shareholder holds the shares as a capital asset, any gain or loss recognized on a sale or exchange of shares will be treated as capital in nature. Unless a shareholder chooses to adopt the simplified NAV method of accounting (described below), any capital gain or loss generally will be treated as short-term if the shareholder held Fund shares for one year or less or long-term if the shareholder held Fund shares for longer. Any loss realized on the sale or exchange of Fund shares that a shareholder held for six months or less may be disallowed to the extent of any distributions treated as exempt-interest dividends with respect to those shares. Further, if a shareholder sells or exchanges shares at a loss, the loss will generally be disallowed under the wash sale rule of the IRC where other substantially identical shares are purchased (including by dividend reinvestment) within 30 days before or after the sale or exchange.
If the shareholder elects to adopt the NAV method of accounting, rather than compute any gain or loss on every taxable sale or exchange of Fund shares, the shareholder would determine the gain or loss based on the change in the aggregate value of the Fund shares during a computation period (e.g., the shareholders taxable year or certain shorter periods), reduced by the net investment (purchases minus taxable sales or exchanges) in those Fund shares during the period. Under the NAV method, if a shareholder holds the shares as a capital asset, any resulting net gain or loss (including any loss arising from the shareholders payment of a liquidity fee on redemption of the shares) would be treated as short-term capital gain or loss. If a shareholder uses the NAV method, the wash sale rules will generally not apply to disallow a loss incurred for a computation period.
Shareholders are permitted to use different methods of accounting for shares of a single Fund that are held in different accounts or for shares of different money market funds held in the same account.
Please consult your tax advisor for more information concerning these rules.
Tax MattersTax Considerations for Non-U.S. Investors. U.S. withholding and estate taxes and certain U.S. tax reporting requirements may apply to any investments made by non-U.S. investors in Vanguard funds.
Tax MattersTax-Exempt Investors. Income of a fund that would be UBTI if earned directly by a tax-exempt entity will not generally be attributed as UBTI to a tax-exempt shareholder of the fund. Notwithstanding this blocking effect, a tax-exempt shareholder could realize UBTI by virtue of its investment in a fund if shares in the fund constitute debt-financed property in the hands of the tax-exempt shareholder within the meaning of IRC Section 514(b).
A tax-exempt shareholder may also recognize UBTI if a fund recognizes excess inclusion income derived from direct or indirect investments in residual interests in REMICs or equity interests in TMPs. See Tax MattersReal Estate Mortgage Investment Conduits.
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In addition, special tax consequences apply to charitable remainder trusts that invest in a fund that invests directly or indirectly in residual interests in REMICs or equity interests in TMPs. Charitable remainder trusts and other tax-exempt investors are urged to consult their tax advisors concerning the consequences of investing in a fund.
Tender Option Bond Programs. Tender option bond programs are a type of municipal bond derivative structure, which is taxed as a partnership for federal income tax purposes. These programs provide for tax-exempt income at a variable rate. In such programs, high-quality longer-term municipal bonds are held inside a trust and varying economic interests in the bonds are created and sold to investors. One class of investors earns interest at a rate based on current short-term tax-exempt interest rates and may tender its holdings at par to the program sponsor at agreed-upon intervals. This class is an eligible security for municipal money market fund investments. A second class of investors has a residual income interest (earning any net income produced by the underlying bonds that exceeds the variable income paid to the other class of investors) and bears the risk that the underlying bonds will decline in value because of changes in market interest rates. These holdings will generally underperform the fixed-rate municipal securities market in a rising interest rate environment. The Funds do not invest in this second class of investors. Under the terms of such programs, both investor classes bear the risk of loss that would result from a payment default on the underlying bonds as well as from other potential, yet remote, credit or structural events. If a tender option bond program would fail to qualify as a partnership for federal income tax purposes, any Fund invested in that program could receive taxable ordinary income.
Time Deposits. Time deposits are subject to the same risks that pertain to domestic issuers of money market instruments, most notably credit risk (and, to a lesser extent, income risk, market risk, and liquidity risk). Additionally, time deposits of foreign branches of U.S. banks and foreign branches of foreign banks may be subject to certain sovereign risks. One such risk is the possibility that a sovereign country might prevent capital, in the form of U.S. dollars, from flowing across its borders. Other risks include adverse political and economic developments, the extent and quality of government regulation of financial markets and institutions, the imposition of foreign withholding taxes, and expropriation or nationalization of foreign issuers. However, time deposits of such issuers will undergo the same type of credit analysis as domestic issuers in which a Vanguard fund invests and will have at least the same financial strength as the domestic issuers approved for the fund.
Variable-Rate Demand-Preferred Securities. The Funds may purchase certain variable-rate demand-preferred securities (VRDPs) issued by closed-end municipal bond funds, which, in turn, invest primarily in portfolios of tax-exempt municipal bonds. The Funds may invest in securities issued by single-state or national closed-end municipal bond funds. VRDPs are issued by closed-end funds to leverage returns for common shareholders. Under the 1940 Act, a closed-end fund that issues preferred shares must maintain an asset coverage ratio of at least 200% at all times in order to issue preferred shares. It is anticipated that the interest on the VRDPs will be exempt from federal income tax and, with respect to any such securities issued by single-state municipal bond funds, exempt from the applicable states income tax. The VRDPs will pay a variable dividend rate, determined weekly, typically through a remarketing process, and include a demand feature that provides a fund with a contractual right to tender the securities to a liquidity provider. The Funds could lose money if the liquidity provider fails to honor its obligation, becomes insolvent, or files for bankruptcy. The Funds have no right to put the securities back to the closed-end municipal bond funds or demand payment or redemption directly from the closed-end municipal bond funds. Further, the VRDPs are not freely transferable, and therefore the funds may only transfer the securities to another investor in compliance with certain exemptions under the 1933 Act, including Rule 144A.
A funds purchase of VRDPs issued by closed-end municipal bond funds is subject to the restrictions set forth under the heading Other Investment Companies.
When-Issued, Delayed-Delivery, and Forward-Commitment Transactions. When-issued, delayed-delivery, and forward-commitment transactions involve a commitment to purchase or sell specific securities at a predetermined price or yield in which payment and delivery take place after the customary settlement period for that type of security. Typically, no interest accrues to the purchaser until the security is delivered. When purchasing securities pursuant to one of these transactions, payment for the securities is not required until the delivery date. However, the purchaser assumes the rights and risks of ownership, including the risks of price and yield fluctuations and the risk that the security will not be issued as anticipated. When a fund has sold a security pursuant to one of these transactions, the fund does not participate in further gains or losses with respect to the security. If the other party to a delayed-delivery transaction fails to deliver or pay for the securities, the fund could miss a favorable price or yield opportunity or suffer a loss. A fund may renegotiate a when-issued or forward-commitment transaction and may sell the underlying securities before delivery, which may result in capital gains or losses for the fund. When-issued, delayed-delivery, and forward-commitment transactions will not be considered to constitute the issuance, by a fund, of a senior security, as that term is defined in Section 18(g) of the 1940
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Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by the fund, if the fund covers the transaction in accordance with the requirements described under the heading Borrowing.
STATE RISK FACTORS
Following is a brief summary of select state factors affecting each Fund. It does not represent a complete analysis of every material fact affecting each states debt obligations. Each summary is based on a sampling of offering statements for the debt of each states issuers, data from independent rating agencies, and/or data reported in other public sources. The Funds have not independently verified this information and will not update it during the year.
In general, the credit quality and credit risk of any issuers debt depend on the state and local economy, the health of the issuers finances, the amount of the issuers debt, the quality of management, and the strength of legal provisions in debt documents that protect debt holders. Credit risk is usually lower wherever the economy is strong, growing, and diversified; the financial operations are sound; and the debt burden is reasonable.
California Risk Factors
Vanguard California Tax-Free Funds invest primarily in the obligations of the State of California, State agencies, and various local governments in the State. Local government obligations include securities issued by counties, cities, school districts, special districts, agencies, and authorities. There are also bonds from various 501(c)(3) entities in the Funds.
Californias fiscal situation remains steady, and the budget process for fiscal year 2019 (period from July 1, 2018 through June 30, 2019) is underway. As has been the theme in recent years under Governor Jerry Brown, rainy day reserves and fiscal constraint were highlighted in the Governors Budget proposal. The Governors Budget sets aside an extra $3.5 billion in the States constitutionally protected Rainy Day Fund, achieving full funding (10% of expenditures target) several years ahead of schedule. This is the final year of the Governors term, and there will be a new governor in 2019. The fiscal conservatism that has been the hallmark of this Governors time in office could be compromised with the new regime, but this is yet to be seen. Another continuous theme of the States finances is the dependence of General Fund revenues on high income taxpayers and, consequently, the exposure to volatile capital gains revenues from real estate and financial markets.The Department of Finance reports that, currently, the top 1% of earners generate nearly half of the States personal income tax revenues which, themselves, are approximately 70% of total General Fund revenues.
The final budget will vary from the initial proposal, but based on past trends in the Brown Administration, not likely materially. There should be some pushback in certain areas from the Legislature. Possible areas of disagreement include more funding for various departments, most notably greater funding increases for the States institutions of higher learning (University of California/California State University), and the offsets will eat into the supplemental rainy day contribution. The State adopted its budget for fiscal year 2018 prior to the beginning of the fiscal year for the sixth year in a row, and despite some of the concerns listed above, we expect that the Legislature will adopt the fiscal year 2019 budget on time as well. Of importance, the States liquidity variables remain strong; it does not anticipate issuing a cash flow note in fiscal year 2019 (notes have not been issued since fiscal year 2015).
The State budget remains vulnerable to underlying economic conditions, as well as capital market results, because personal income taxes and sales taxesboth highly correlated to economic conditionsare the largest revenue sources. Given the importance of Californias ports and its export-driven agricultural, high-tech, and manufacturing economy, the global economy remains an important variable. Federal policies, including immigration and healthcare reform could affect the States economy to a greater extent than the rest of the nation.
According to Moodys 2017 State Debt Medians, Californias net tax-supported debt of $87 billion (net of pension obligations) represented 4.2% of 2015 personal income, compared with a U.S. mean of 3%; the California percentage declined over the course of the year, compared to the national figure which was unchanged. Moodys ranks California as the eleventh highest in the nation by this measure, one-spot lower compared to the prior year. On a per capita basis, net tax-supported state debt was $2,217 according to Moodys, the ninth highest in the nation. This figure has increased over time, although it has fallen for the past six years. The State took advantage of favorable interest rate conditions to refund bonds over the course of the year, lowering its aggregate debt service costs. The $31.7 billion of authorized but unissued bonds that the State Treasurers office indicates it has yet to sell as of November 1, 2017 is expected to erode these ratios modestly when they come to market. However, we expect that the near term issuance volumes will be more modest than had been the case in the past.
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The PERF, CalPERSs largest fund, has an estimated funded ratio of 68% as of the end of fiscal year 2017. This reflects the lower discount rates that PERS put into place due to reduced investment earnings expectations. Reducing the rate was reasonable, but it increased the unfunded liability and the current funded status is well below where it should be. Investment returns for fiscal year 2017 exceeded the benchmark so, when they are fully amortized in, it should help the funded ratio marginally. Still, pension funding is a major concern for the State. The latest CalSTRS data as of fiscal year 2016 indicate that it is 64% funded. This is lower than ideal, hampered by the fact that CalSTRS funding is set in State statute, not by actuarial principles as well as earnings assumptions that are lower than in the past. Most of the States Other Post-Employment Benefits (OPEB) obligations remain unfunded, with the State paying amounts required when due.
At over $2.3 trillion in 2016, Californias economy remains the largest among the states, representing approximately 14.2% of total U.S. economic activity, an increase from the previous year. The growth rate from 2015 to 2016 (the latest data available) was 3.3%, ahead of the 1.5% national rate according to the U.S. Bureau of Economic Analysis, as California continued its long climb back from the depths of the Great Recession, which was deeper there than in the nation as a whole. Unemployment was 4.9% (seasonally adjusted) in California, as of October 2017, compared with the 4.1% national rate according to the Bureau of Labor Statistics. As the largest agricultural producer in the country, California has unemployment levels that are typically higher than those in the nation as a whole, but concentrated away from the coastal population centers. Both figures are lower compared with last year, and the gap continues to narrow between California and the national average. Californias economy closely mirrors that of the United States with slightly less manufacturing concentration compared with the nation and slightly more in the services sector.
California remains a relatively wealthy state. As of 2016, it had a per capita income level of $56,374, representing 114.5% of the national average according to the U.S. Bureau of Economic Analysis. The gap widened notably over the past year. It is ranked 6th among the states by this measure, which is high, in fact higher than it was last year (it ranked 10th). Also, the growth rate from 2015 to 2016 of 3% (the latest data available) exceeded the national growth rate of 1.6%.
California remains the largest state in the nation by population. There were an estimated 39.5 million people living there as of July 2017, the latest official estimate from the Department of Commerces Bureau of the Census; this is 12.1% of the national population. The growth rate over the past ten years has exceeded the national rate, although the growth rate has slowed significantly in recent years. There is some evidence that the growth is dominated by immigrants and that, among native-born Americans, the State is facing an out-migration at present. The current controversies about immigration could therefore impact future growth rates. Real estate markets have continued to improve over the past year and have positively impacted the States finances, as well as those of local governments.
Because of the States continued growth, it is facing challenges in infrastructure development and finance. In the transport sector, roads are congested and mass transit is not as developed as in some of the countrys older metropolitan areas. Deferred maintenance on the States roads and bridges is estimated at $67 billion. As part of his budget message, Governor Brown proposed $4.6 billion in new infrastructure funding, mostly paid for by increased gas taxes that were signed into law last April and began being collected in November 2017. A high-speed rail system has commenced its initial construction milestones, but it is not fully funded and remains controversial.
Water availability remains an ongoing challenge in California, because of continued growth there and in other western states. With a heavy rainfall in 2016 and 2017, the earlier-prevailing drought conditions have largely ended, particularly in the northern parts of the State. While this is welcome news, the drought cycles and the impact of climate change remain an ongoing concern. In 2017, wildfires and mudslides caused major disruptions in the State, closing highways, destroying homes, and putting citizens lives in danger. A voter-approved proposition from November 2014 authorized $7.1 billion in State General Obligation bonds to finance water delivery, maintenance, and conservation projects. The State is also facing challenges to build new school facilities to educate its growing student population in the areas where population growth is taking place. The voters approved $9 billion in school bonds on the November 2016 ballot, although the Governor has called for a moratorium on new issuance in that sector until certain procedures with respect to spending bond proceeds are clarified and communicated to local school districts.
Local government finances have typically been strengthening, with increased consumer spending and recovering property values leading to increases in most local governments primary revenue sources. Also, as the States revenue flows continue to meet or outpace expectations, deferrals and spending cuts have dissipated, making local government finances easier to manage. Proposition 98 protects most school district revenues, although most of them still come from the State. Thus, school districts remain exposed to the States revenue flow. The fiscal year 2018 budget contemplates increasing school spending in dollar terms and meeting the minimum Proposition 98 guaranty amount.
California is subject to unique natural hazard risks such as earthquakes and forest fires, which can cause localized economic harm. Natural hazards could limit the ability of governments to repay debt. They could also prevent
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governments from fulfilling obligations on appropriation debt, particularly if the relevant leased asset is destroyed. Cycles of drought, flooding, fires, and mudslides are also concerns insofar as they affect agricultural production, power generation, property values, and drinking water supplies.
The Tax Cuts and Jobs Act of 2017 could result in a detrimental effect on property values, as the cap on mortgage deductions may reduce demand for high-end real estate and properties located in high-cost areasof which California has many. A reduction in property values would hit many of the locals, as property taxes are usually a primary revenue source. The cap on State and Local Taxes (SALT) that the Act introduced could also detrimentally affect migration into/ out of the State, as the States high income tax rates may push high-earning residents to move to lower-tax states. The repeal of the individual mandate for health insurance could also cause disruptions in the States health care market when it goes into effect in January 2019Depending on how the State chooses to handle this disruption, it could siphon money away from the States general fund.
Massachusetts Risk Factors
Vanguard Massachusetts Tax-Exempt Fund invests primarily in obligations of the Commonwealth of Massachusetts (the Commonwealth) and its local governments, including counties, cities, townships, special districts, agencies, and authorities. The Fund also invests in bonds of various 501(c)(3) entities in Massachusetts.
Massachusetts has high and growing income levels. According to the Bureau of Economic Analysis, the Commonwealths per capita personal income of $64,235 in 2016 was 130% of the national average and ranked second in the United States. The growth rate of the Commonwealths per capita income between 2015 and 2016 was 2.2% compared with a national growth rate of 1.6%.
The Commonwealths population and economy are large and growing. According to the US Census, Massachusetts population in July 2017 was 6.86 million, representing over 2% of the U.S. population. The Commonwealths population grew 6.4% over the ten year period, slower than the national average of 8% during the same period. The Commonwealth's GDP was $444.7 billion in 2016, according to the BEA, representing 2.7% of the U.S. total. The Commonwealths GDP grew by 1.5% from 2015 to 2016, similar to the national rate for the same period. According to the U.S. Bureau of Labor Statistics, the Commonwealths unemployment rate stood at 3.7% in October 2017, comparing favorably to the U.S. unemployment rate of 4.1% in October 2017.
The Commonwealths debt levels remain well above average. According to Moody's Investor Service, Massachusetts' net tax-supported debt of $40.8 billion was 9.8% of its personal income versus the national mean of about 3%, and 8.4% of the Commonwealths GDP. Massachusetts state debt per capita of about $5,983 ranks as the second highest in the nation, based on Moodys 2017 state debt medians report. Debt levels are elevated relative to other states in part because of the Commonwealths issuance of debt that is financed at the local level in other states. In addition to this debt, the Commonwealth has significant unfunded liabilities relating to its pension funds. As of the most recent actuarial valuation of January 1, 2017, the combined funded ratio of the state employees' and teachers pension systems, both of which are the responsibility of the Commonwealth, was 56.7%, with an unfunded actuarial liability of over $39.6 billion, up from $37.9 billion in 2016. The unfunded OPEB liability as of June 30, 2016, was over $19.4 billion.
New Jersey Risk Factors
Vanguard New Jersey Tax-Free Funds invest primarily in the obligations of New Jersey State government and various local governments, including counties, cities, townships, boroughs, school districts, special districts, agencies, and authorities. As a result of this investment focus, events in New Jersey are likely to affect the Funds' investment performance.
In 2016, New Jersey ranked third behind Connecticut and Massachusetts in highest state per capita income (at $61,472 and 124.8% of the national average). New Jerseys state gross domestic product in 2016 was $505.9 billion, a 0.4% decline from 2015. The annual unemployment rate at October 2017 was 4.9% above the National level of 4.1%.
The States debt burden is manageable in relation to the State's wealth and resources, but has increased significantly since 1991 as the State has financed capital outlays previously funded out of current revenues, such as transportation improvements and pension liabilities. Net tax-supported debt per capita is now among the highest in the United States. According to Moodys, net tax-supported debt of $39 billion was 7.3% of personal income, the fourth highest in the United States (the mean for 2015 was 3%). Voters have previously approved a Constitutional amendment forbidding the issuance by state authorities of appropriation debt, the payment of which does not have a dedicated revenue source unless the debt has been voter approved; this is expected to moderate the amount of debt outstanding over the long term.
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Last year voters approved raising the gasoline tax by 23 cents a gallon which is dedicated for transportation projects, including the issuance of bonds for such projects. Additionally, the State moved the Lottery asset into their pension fund thereby raising the pension fund assets. This past November voters elected a new Governor, Democrat Phil Murphy.
Historically, a positive credit factor for local government in New Jersey is the strong state oversight of local government operations. The State can, and has, seized control of mismanaged jurisdictions. In addition, the State guarantees the debt service of many local government bond issues, such as those for school districts with last years takeover of Atlantic City being the latest.
New Jersey has a number of older urban centers, including Newark and Camden, which present a continuing vulnerability with respect to economic and social problems. The cost of financing solid waste management continues to be a challenge to local government. Additionally, New Jersey will need to address unfunded pension and other post-employment benefit liabilities going forward, as they are expected to increase funding each year through 2023.
New York Risk Factors
Vanguard New York Tax-Free Funds invest primarily in the obligations of New York State government, agencies, authorities, and various local governments, including counties, cities, towns, special districts, and authorities. As a result of this investment focus, events in New York are likely to affect the Funds investment performance.
With a population of 19.8 million, the State ranks as the 4th most populous in the nation, behind California, Texas, and Florida. Of the 19.8 million residents, New York City accounts for 8.5 million, or 43% of the total. Residents in the State are spread out over 62 counties (including the five boroughs of New York City). Within these counties, there are 62 cities, 932 towns, 545 villages and 693 school districts. Residents in the State exhibit above average income indicators. In 2016, New York had the fourth highest state per capita income at $59,563 (120.9% of the U.S. average).
The States overall strong credit fundamentals are supported by a broad and diverse economy. The U.S. Bureau of Economic Analysis (2016) reports the States GDP at nearly $1.5 trillion, or about 8% of the U.S. total. Real GDP increased by 0.8% in 2016, compared to 1.6% for the U.S. The State ranked 38th in the nation for economic growth. Wages increased by 3.2% in 2016. As for jobs, the State added over 135,000 jobs, which is an increase of 1.5%. This compared to national employment growth of 1.7%.
The largest economic sector is education and business services at 20.8%, compared to 15.7% for the U.S. Other large sectors include government (15.4%), professional and business services (13.8%), retail trade (10.1%), and financial services (7.6%). Unemployment peaked at 8.4% in 2012. As of October 2017, unemployment was at 4.8%, slightly above the nations 4.1%.
The States financial position weakened some in fiscal years 2016 and 2017 but still remains satisfactory. For fiscal year ended March 31, 2016, the General Fund posted a modest deficit of $978 million. The ending fund balance decreased to $5.1 billion, which is still considered healthy, at 8% of expenditures.
For fiscal year ended March 31, 2017, General Fund revenues totaled $50.8 billion, compared to expenditures of $64.4 billion. After transfers in and out, the General Fund posted a deficit of $2.8 billion (4.3% of expenditures). The ending General Fund balance decreased to $2.3 billion, or 3.6% of General Fund expenditures. At $2.3 billion or 3.6% of expenditures, reserve levels are viewed as being only satisfactory and well below the 8% figure reported the prior year. Further erosion of reserves could put pressure on the existing rating agency ratings.
The State passed its fiscal year 2018 budget 10 days after the April 1st deadline. The fiscal year 2018 budget marked the 7th consecutive year that the State has adhered to its 2% growth spending constraint. The adopted General Fund budget totaled $71.2 billion (including transfers). The budget had some notable items, including an increase of $1.1 billion for education, extended the millionaires tax, and free tuition at State University of New York and City University of New York City for families earning less than $125,000 annually.
The State Comptrollers Office (Division of Budget) released its fiscal year 2018 mid-year update to its Financial Plan in November 2017. As reported in the mid-year update, General Fund revenues (including transfer in from other funds), totaled $33.8 billion through September 2017. Revenues were $68 million higher than the enacted budget revenues. Expenditures were $630 million below the amount projected in the enacted budget. The State expects to end the year with general fund reserves of about $2.5 billion, which is in line with results of fiscal year 2017.
Governor Andrew Cuomo gave his State of the State address in early January 2018. The Governors proposed executive budget is generally released a few weeks later and the State Legislature works to approve the budget by the April 1st deadline. Preliminary figures indicate the Governor will have to close a budget gap of about $4.4 billion. This will likely be
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done via a combination of expenditure cuts and new revenues. The proposed budget may include congestion pricing, whereby cars entering Manhattans central business district will pay a fee or a toll. The proposed budget could also include a restructuring of the States tax code so as to dampen the impact of federal tax legislation on taxpayers. Indeed, a big uncertainty for New York and other high tax states is the impact of the Tax Cuts and Jobs Act Legislation that was recently enacted.
Credit risk in New York State is heightened by above average debt burden, limited revenue-raising flexibility, high public sector pension and other benefit costs, and the credit quality of New York City, which makes up 43% of the States population and economy.
The States debt burden is above average, but manageable. According to Moodys, New York States net tax-supported debt totaled $60.619 billion, second only to the State of California. Net tax-supported debt is at $3,070 per capita, the fifth highest in the nation, where the mean is $1,473. As a percent of personal income, the States net tax-supported debt is at 5.3%, which is the seventh highest in the nation and compares to a mean of 3%.
The States debt structure is also complex. Much of the States debt is issued through various State agencies, including the Dormitory Authority of the State of New York (DASNY), the Urban Development Corporation, the Thruway Authority, and the Local Government Assistance Corporation. Issuing debt through these agencies has been viewed by some as backdoor borrowing on behalf of the State. The State Comptroller has recommended implementing a limit of 5% of personal income for state-funded debt.
According to Standard and Poors, the States pension fund is amongst one of the best funded in the U.S. and pension funded ratios further improved in fiscal year 2017. The State provides pension benefits through the New York State and Local Retirement System (NYSLRS). This system is further broken down into two separate plans, the Employees Retirement System (ERS) and the Police and Fire System (PFRS). The net pension liability for ERS as of March 31, 2017, was at $9.4 billion, as compared to $16 billion the prior year. The funded ratio for ERS improved to 94.7%, up from 90.7% the prior year. The net pension liability for PFRS as of March 31, 2017, was at $2.1 billion. This compares to $2.9 billion the prior year. The funded ratio for PFRS was at 93.5%, up from 90.2% the prior year.
New York States future credit quality will also be heavily influenced by the future of New York City. Fortunately, the Citys underlying credit fundamentals continue to look healthy. In recent years, the City has benefited from well-institutionalized budget controls and conservative fiscal management. Additionally, New York City's economy is strong and robust. The City, with an estimated population of 8.5 million, is the most populous in the U.S. The City is well known for its role as the financial capital of the world, but other key sectors include education and health services, professional and business services, retail trade, and leisure and hospitality services. As of October 2017, the Citys unemployment rate was at 4.8%, down from 9.5% in 2010. The City also benefits from high per capita income levels and positive population growth trends. On the other hand, challenges include high business costs (office rents), high housing costs, and volatility in the financial services sector. There is also some concern regarding the impact of the Tax Cuts and Jobs Act Legislation that was recently enacted. Longer term, there is some concern regarding the state and local tax deduction and the impact this could have on job creation and population growth.
The City has posted modest surpluses annually since at least fiscal year 2010. The City maintains minimal reserves in its General Fund but does maintain additional reserves in its Unrestricted Budget Stabilization and in the Reserve for Retirees Health Insurance Costs. Combined, reserves in these funds have been at about 10% of expenditures, which is viewed as being healthy.
For fiscal year 2017, the Citys General Fund revenues totaled $83 billion, compared to expenditures of $77 billion. After transfers in and out, the General Fund posted a small surplus of $5.2 million. The ending General Fund balance totaled $478.8 million, or a thin 0.57% of expenditures and transfers out. For fiscal year 2017, the Unrestricted Budget Stabilization was at $4.18 billion and in the Reserve for Retirees' Health Insurance Costs totaled $4.65 billion. Combined, these additional reserves totaled $8.8 billion or 10.6% of fiscal year 2017 General Fund expenditures.
The Citys fiscal year 2018 budget totaled $85.2 billion and was balanced. Reserves are projected to remain in line with prior yearsat about 10% of expenditures.
Budget gaps are projected for fiscal year 2019-2021. The gaps are projected at $3.5 billion for fiscal year 2019, $2.8 billion for fiscal year 2020, and $2.3 billion for fiscal year 2021. As in prior years, management should be able to timely close these projected budget gaps prior to the start of each fiscal year.
The Citys primary pension plans showed improvement in fiscal year 2017 but still have only adequate funded ratios and large liabilities. The City maintains a number of pension systems, including five major systems: the New York City Employees Retirement System (NYCERS), the Teachers Retirement System (TRS), New York City Police Pension Fund
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(Police), New York City Fire Pension Fund (Fire), and the New York City Board of Education Retirement System (BERS). Standard and Poors reports aggregate funded ratio at 71.2%, up from 65.6% the prior year. The aggregate liability was at $195.2 billion.
While there are some local governments in the State that exhibit a high degree of distress, most local governments (including school districts) are relatively stable. Many counties in the State continue to feel fiscal pressure from rising pension contribution costs and uncertainties regarding the level of state aid. Medicaid costs, which had been a source of county budgetary pressure, have moderated with the enactment of an annual increase cap. For localities and school districts (although not New York City), a tax levy limitation that became effective in 2010 limits revenue raising flexibility. However, most localities have adjusted to the limitation, while maintaining relatively stable credit quality. School districts have benefited from increased State aid over the past three fiscal years and this is expected to continue in fiscal year 2019.
Ohio Risk Factors
Vanguard Ohio Long-Term Tax-Exempt Fund invests primarily in securities issued by or on behalf of the State of Ohio, political subdivisions of the State, and agencies or instrumentalities of the State or its political subdivisions. As a result of this investment focus, events in Ohio are likely to affect the Funds investment performance.
The State of Ohios 2018-2019 biennial budget is balanced on a recurring basis. In addition, Ohio added to its budget stabilization fund at the end of fiscal year 2017 for the fifth year in a row and overall liquidity remains high at prerecession levels.
Ohio has faced severe economic challenges over the last 13 years, but its economy has continued to recover with modest growth over the last six years. While diversifying more into the service and other nonmanufacturing areas, the Ohio economy continues to rely on durable goods manufacturing. Ohios economy is largely concentrated in motor vehicles and equipment, steel, rubber products, and household appliances. As a result, general economic activity, as in many other industry-focused states, reflects above-average cyclicality. Although the service industry is the largest employer, the manufacturing sector contributes an equal share to Ohios gross state product. Ohio, like the other states, has experienced significant manufacturing productivity improvements, which has led to a continued long-term decline in manufacturing employment, though manufacturing employment did increase slightly during 2017. Manufacturing job loss is exacerbated during recessions when manufacturing output declines. The States November 2017 seasonally-adjusted unemployment rate was 4.8%, while the national rate was 4.1% for the same month. Ohios unemployment rate in December 2010 was 12%.
Economic diversification is taking place in some metropolitan areas and includes expansions in the service and knowledge-based industries, particularly health care and financial services. Ohios per capita income is now at 91% of the national average, down from 96% in 1990.
Historically, the States fiscal position has been strong, bolstered by operating surpluses and significant reserves maintained in the budget stabilization fund. Ohio did draw down its budgetary reserves to near zero during economic downturns, but has consistently demonstrated its willingness and ability to replenish its reserves by cutting expenditures and raising revenues. Despite Ohios fiscal challenges, the States finances are in better shape than those of many other states in the country. Fiscal year 2017 saw the State experience slightly lower revenues than expected, but expenditures were also lower than expected. The State adopted a balanced fiscal year 2018 biennial budget based upon recurring revenues without resorting to fiscal gimmicks.
Ohios debt burden is moderate. According to Moodys, the States 2017 net tax-supported debt, at 2.5% of personal income, was equal to the national median. Ohios constitution places limits on debt issuance without voter approval and expressly precludes the State from assuming the debt of any local government or of corporations. The constitution does authorize the State to issue debt where the right to levy excise taxes to pay debt service is not granted. Such state obligations are generally secured by biennial state appropriations for lease payments tied to the debt service on the bonds.
The States pension reforms, enacted in 2012, allowed the State to reverse the decline in its pension plan funded ratio. The States pension plans were 80% funded as of the June 30, 2016, actuarial valuation date, down from 85% in 2015 after the state changed to a more conservative investment return assumption. Although the State pension plans are still underfunded, Ohios pension plan funding requirements remain affordable and have not had a negative credit impact.
Local school districts in Ohio receive, on average, about 50% of their operating money from state sources, but they also levy local property taxes. About one-fifth of the districts also rely on voter-authorized income taxes for a significant portion of their revenue.
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The State passed a pension reform measure in September 2012 that applies to school districts and their employees that participate in the Ohio State Teachers Retirement System. The reform measure included larger employee pension contributions and longer service-date requirements for eligibility. These pension plan reforms lowered pension contribution requirements and resulted in a strong pension funded ratio increase by 2014. Net pension plan liabilities, however, grew materially from 2015 to 2016, and may cause larger pension contribution requirements in succeeding years.
Ohios 943 incorporated cities and villages rely primarily on property and municipal income taxes to finance their operations and, with other local governments, to receive local government support and property tax relief money distributed by Ohio. At present, the State itself does not levy ad valorem taxes on real or tangible personal property. The constitution limits the aggregate local overlapping property tax levy (including a levy for unvoted general obligations) to 1% of true value and statutes limit the amount of that aggregate levy to 10 mills per $1 of assessed valuation (commonly referred to as the ten-mill limitation).
Pennsylvania Risk Factors
Vanguard Pennsylvania Tax-Free Funds invest primarily in the obligations of the Commonwealth of Pennsylvania (the Commonwealth), Commonwealth agencies, and various local governments, including counties, cities, townships, school districts, special districts, and authorities. As a result of this investment focus, events in Pennsylvania are likely to affect the Funds investment performance.
Pennsylvania reported an operating deficit in fiscal year 2017 following a deficit in fiscal year 2016. The budget for fiscal year 2018 was passed four months late, not quite reaching the nine-month impasse that marred the passage of the fiscal year 2016 budget, but a reminder that political gridlock remains the norm in Harrisburg. Although nominally balanced, the fiscal year 2018 budget significantly relies on nonrecurring measures, a variety of peripheral revenue measures, and deficit financing in the form of an anticipated $1.5 billion borrowing against the tobacco settlement fund, all of which will continue to reduce Pennsylvanias budgetary flexibility going forward. As of this writing, Governor Wolf had not yet presented his 2019 budget proposal.
With a Democratic Governor and Republicans continuing to control the state House of Representatives and the Senate, the stage remains set for further legislative gridlock in Harrisburg. Against this political backdrop, the Commonwealth will continue to struggle with a persistent structural budget deficit, thin to nonexistent reserves, and escalating pension costs and unfunded liabilities. Commonwealth debt levels, however, remain below average. According to Moodys, 2014 net tax-supported debt was 2.7% of personal income, below the national mean of 3%. Debt levels are expected to continue to rise to fund economic stimulus and infrastructure initiatives, but debt service will remain manageable.
Pennsylvanias economy is no longer as manufacturing-based as it was just ten years ago. Manufacturing employment now represents 9.5% of total employment, down from 11.4% in 2007. Pennsylvanias unemployment rate as of October 2017 was 4.7%, higher than the national level of 4.1%. Pennsylvania historically has been identified as a heavy-industry state, although that reputation has changed over the last 30 years as the coal, steel, and railroad industries declined and the Commonwealths business environment adjusted to reflect a more diversified economic base. Recently, the major sources of growth in Pennsylvania have been in the service sectorincluding trade, medical, health services, education, financial institutions, and recently, gambling enterprises and accounts for 74% of the Commonwealths non-farm employment.
A number of local governments in the Commonwealth have, from time to time, faced fiscal stress and were unable to address serious economic, social, and health care problems within their revenue constraints. As of this writing, both Philadelphia and Pittsburgh operate under the oversight of an Intergovernmental Cooperation Authority. Philadelphia has been under the Commonwealth's oversight since the 1990s. Philadelphia has made some progress in addressing its challenges, and in recent years has experienced small net population gains, reversing a decades-long trend of outmigration. In 2002, the city of Pittsburgh was found by the Commonwealth to be in fiscal distress and placed under oversight and is now on much more stable financial footing with plans to exit state oversight in the near term. In March 2014, the city of Harrisburg, which had been operating under the direction of a state-appointed receiver since 2011, formally exited receivership.
SHARE PRICE
Multiple-class funds do not have a single share price. Rather, each class has a share price, called its net asset value, or NAV, that is calculated each business day as of the close of regular trading on the New York Stock Exchange (the Exchange), generally 4 p.m., Eastern time. NAV per share for the California Intermediate-Term, California Long-Term,
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New Jersey Long-Term, New York Long-Term, and Pennsylvania Long-Term Tax-Exempt Funds is computed by dividing the total assets, minus liabilities, allocated to the share class by the number of Fund shares outstanding for that class. NAV per share for the State Municipal Money Market Funds, the Massachusetts Tax-Exempt Fund, and the Ohio Long-Term Tax-Exempt Fund is computed by dividing the total assets, minus liabilities, of the Fund by the number of Fund shares outstanding. On U.S. holidays or other days when the Exchange is closed, the NAV is not calculated, and the Funds do not sell or redeem shares.
The Exchange typically observes the following holidays: New Years Day; Martin Luther King, Jr., Day; Presidents Day (Washingtons Birthday); Good Friday; Memorial Day; Independence Day; Labor Day; Thanksgiving Day; and Christmas Day. Although each Fund expects the same holidays to be observed in the future, the Exchange may modify its holiday schedule or hours of operation at any time.
It is the policy of each Vanguard retail and government money market fund to attempt to maintain an NAV of $1 per share for sales and redemptions. The instruments held by a retail or government money market fund generally are valued on the basis of amortized cost, which does not take into account unrealized capital gains or losses. This involves valuing an instrument at its cost and thereafter assuming a constant amortization to maturity of any discount or premium, regardless of the impact of fluctuating interest rates on the market value of the instrument. While this method provides certainty in valuation, it may result in periods during which value, as determined by amortized cost, is higher or lower than the price that the fund would receive if it sold the instrument. The funds holdings will be reviewed by the trustees, at such intervals as they may deem appropriate, to determine whether the funds NAV calculated by using available market quotations deviates from $1 per share based on amortized cost. The extent of any deviation will be examined by the trustees. If such deviation exceeds 1/2 of 1%, the trustees will promptly consider what action, if any, will be initiated. In the event the trustees determine that a deviation exists that may result in material dilution or other unfair results to investors or existing shareholders, they have agreed to take such corrective action as they regard as necessary and appropriate, including selling fund instruments prior to maturity to realize capital gains or losses or to shorten average fund maturity, withholding dividends, making a special capital distribution, redeeming shares in kind, or establishing an NAV per share by using available market quotations.
The use of amortized cost and the maintenance of a retail or government money market funds NAV at $1 per share is based on its election to operate under Rule 2a-7 under the 1940 Act. As a condition of operating under that rule, each fund must maintain a dollar-weighted average portfolio maturity of 60 days or less; maintain a dollar-weighted average life of 120 days or less; purchase only instruments having remaining maturities of 397 days or less; meet applicable daily, weekly, and general liquidity requirements; and invest only in securities that are determined by methods approved by the trustees to present minimal credit risks and that are of high quality.
Although the stable share price is not guaranteed, the NAV of Vanguard retail and government money market funds is expected to remain at $1 per share. Instruments are purchased and managed with that goal in mind.
PURCHASE AND REDEMPTION OF SHARES
Purchase of Shares
The purchase price of shares of each Fund is the NAV per share next determined after the purchase request is received in good order, as defined in the Funds prospectus.
Exchange of Securities for Shares of a Fund. Shares of a Fund may be purchased in kind (i.e., in exchange for securities, rather than for cash) at the discretion of the Funds portfolio manager. Such securities must not be restricted as to transfer and must have a value that is readily ascertainable. Securities accepted by the Fund will be valued, as set forth in the Funds prospectus, as of the time of the next determination of NAV after such acceptance. All dividend, subscription, or other rights that are reflected in the market price of accepted securities at the time of valuation become the property of the Fund and must be delivered to the Fund by the investor upon receipt from the issuer. A gain or loss for federal income tax purposes, depending upon the cost of the securities tendered, would be realized by the investor upon the exchange. Investors interested in purchasing fund shares in kind should contact Vanguard.
Redemption of Shares
The redemption price of shares of each Fund is the NAV per share next determined after the redemption request is received in good order, as defined in the Funds prospectus.
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Each Fund can postpone payment of redemption proceeds for up to seven calendar days. In addition, each Fund can suspend redemptions and/or postpone payments of redemption proceeds beyond seven calendar days (1) during any period that the Exchange is closed or trading on the Exchange is restricted as determined by the SEC; (2) during any period when an emergency exists, as defined by the SEC, as a result of which it is not reasonably practicable for the Fund to dispose of securities it owns or to fairly determine the value of its assets; or (3) for such other periods as the SEC may permit, including in connection with a determination by the board of a money market fund under Rule 22e-3 under the 1940 Act to suspend redemptions and postpone payment of redemption proceeds in order to facilitate an orderly liquidation of a money market fund. In addition, in accordance with Rule 2a-7 under the 1940 Act, the board of trustees of a retail or institutional money market fund may implement liquidity fees and redemption gates if a retail or institutional money market funds weekly liquid assets fall below established thresholds.
Each Trust has filed a notice of election with the SEC to pay in cash all redemptions requested by any shareholder of record limited in amount during any 90-day period to the lesser of $250,000 or 1% of the net assets of a Fund at the beginning of such period.
If Vanguard determines that it would be detrimental to the best interests of the remaining shareholders of a Fund to make payment wholly or partly in cash, the Fund may pay the redemption price in whole or in part by a distribution in kind of readily marketable securities held by the Fund in lieu of cash in conformity with applicable rules of the SEC. Investors may incur brokerage charges on the sale of such securities received in payment of redemptions.
The Funds do not charge redemption fees other than potential liquidity fees that may be imposed in accordance with the rules described above. Shares redeemed may be worth more or less than what was paid for them, depending on the market value of the securities held by the Funds.
Right to Change Policies
Vanguard reserves the right, without notice, to (1) alter, add, or discontinue any conditions of purchase (including eligibility requirements), redemption, exchange, conversion, service, or privilege at any time; (2) accept initial purchases by telephone; (3) freeze any account and/or suspend account services if Vanguard has received reasonable notice of a dispute regarding the assets in an account, including notice of a dispute between the registered or beneficial account owners, or if Vanguard reasonably believes a fraudulent transaction may occur or has occurred; (4) temporarily freeze any account and/or suspend account services upon initial notification to Vanguard of the death of the shareholder until Vanguard receives required documentation in good order; (5) alter, impose, discontinue, or waive any purchase fee, redemption fee, account service fee, or other fees charged to a shareholder or a group of shareholders; and (6) redeem an account or suspend account privileges, without the owners permission to do so, in cases of threatening conduct or activity Vanguard believes to be suspicious, fraudulent, or illegal. Changes may affect any or all investors. These actions will be taken when, at the sole discretion of Vanguard management, Vanguard reasonably believes they are in the best interest of a fund.
Investing With Vanguard Through Other Firms
Each Fund has authorized certain agents to accept on its behalf purchase and redemption orders, and those agents are authorized to designate other intermediaries to accept purchase and redemption orders on the Funds behalf (collectively, Authorized Agents). The Fund will be deemed to have received a purchase or redemption order when an Authorized Agent accepts the order in accordance with the Funds instructions. In most instances, a customer order that is properly transmitted to an Authorized Agent will be priced at the NAV per share next determined after the order is received by the Authorized Agent.
MANAGEMENT OF THE FUNDS
Vanguard
Each Fund is part of the Vanguard group of investment companies, which consists of over 200 funds. Each fund is a series of a Delaware statutory trust, and through the trusts jointly owned subsidiary, Vanguard, the funds obtain at cost virtually all of their corporate management, administrative, and distribution services. Vanguard also provides investment advisory services on an at-cost basis to certain Vanguard funds.
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Vanguard employs a supporting staff of management and administrative personnel needed to provide the requisite services to the funds and also furnishes the funds with necessary office space, furnishings, and equipment. Each fund (other than a fund of funds) pays its share of Vanguards total expenses, which are allocated among the funds under methods approved by the board of trustees of each fund. In addition, each fund bears its own direct expenses, such as legal, auditing, and custodial fees.
The funds officers are also employees of Vanguard.
Vanguard, Vanguard Marketing Corporation (VMC), the funds, and the funds advisors have adopted codes of ethics designed to prevent employees who may have access to nonpublic information about the trading activities of the funds (access persons) from profiting from that information. The codes of ethics permit access persons to invest in securities for their own accounts, including securities that may be held by a fund, but place substantive and procedural restrictions on the trading activities of access persons. For example, the codes of ethics require that access persons receive advance approval for most securities trades to ensure that there is no conflict with the trading activities of the funds.
Vanguard was established and operates under an Amended and Restated Funds Service Agreement. The Amended and Restated Funds Service Agreement provides that each Vanguard fund may be called upon to invest up to 0.40% of its net assets in Vanguard. The amounts that each fund has invested are adjusted from time to time in order to maintain the proportionate relationship between each funds relative net assets and its contribution to Vanguards capital.
As of November 30, 2017, each Fund had contributed capital to Vanguard as follows:
| Capital | Percentage of | Percent of | |
| Contribution | Funds Average | Vanguards | |
| Vanguard Fund | to Vanguard | Net Assets | Capitalization |
| California Municipal Money Market Fund | $244,000 | 0.01% | 0.10% |
| California Intermediate-Term Tax-Exempt Fund | 779,000 | 0.01 | 0.31 |
| California Long-Term Tax-Exempt Fund | 236,000 | 0.01 | 0.09 |
| Massachusetts Tax-Exempt Fund | 102,000 | 0.01 | 0.04 |
| New Jersey Municipal Money Market Fund | 76,000 | 0.01 | 0.03 |
| New Jersey Long-Term Tax-Exempt Fund | 127,000 | 0.01 | 0.05 |
| New York Municipal Money Market Fund | 143,000 | 0.01 | 0.06 |
| New York Long-Term Tax-Exempt Fund | 266,000 | 0.01 | 0.11 |
| Ohio Long-Term Tax-Exempt Fund | 72,000 | 0.01 | 0.03 |
| Pennsylvania Municipal Money Market Fund | 116,000 | 0.01 | 0.05 |
| Pennsylvania Long-Term Tax-Exempt Fund | 213,000 | 0.01 | 0.09 |
Management. Corporate management and administrative services include (1) executive staff, (2) accounting and financial, (3) legal and regulatory, (4) shareholder account maintenance, (5) monitoring and control of custodian relationships, (6) shareholder reporting, and (7) review and evaluation of advisory and other services provided to the funds by third parties.
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Distribution. Vanguard Marketing Corporation, 100 Vanguard Boulevard, Malvern, PA 19355, a wholly owned subsidiary of Vanguard, is the principal underwriter for the funds and in that capacity performs and finances marketing, promotional, and distribution activities (collectively, marketing and distribution activities) that are primarily intended to result in the sale of the funds shares. VMC offers shares of each fund for sale on a continuous basis and will use all reasonable efforts in connection with the distribution of shares of the funds. VMC performs marketing and distribution activities at cost in accordance with the conditions of a 1981 SEC exemptive order that permits the Vanguard funds to internalize and jointly finance the marketing, promotion, and distribution of their shares. The funds trustees review and approve the marketing and distribution expenses incurred by the funds, including the nature and cost of the activities and the desirability of each funds continued participation in the joint arrangement.
To ensure that each funds participation in the joint arrangement falls within a reasonable range of fairness, each fund contributes to VMCs marketing and distribution expenses in accordance with an SEC-approved formula. Under that formula, one half of the marketing and distribution expenses are allocated among the funds based upon their relative net assets. The remaining half of those expenses are allocated among the funds based upon each funds sales for the preceding 24 months relative to the total sales of the funds as a group, provided, however, that no funds aggregate quarterly rate of contribution for marketing and distribution expenses shall exceed 125% of the average marketing and distribution expense rate for Vanguard and that no fund shall incur annual marketing and distribution expenses in excess of 0.20% of its average month-end net assets. Each funds contribution to these marketing and distribution expenses helps to maintain and enhance the attractiveness and viability of the Vanguard complex as a whole, which benefits all of the funds and their shareholders.
VMCs principal marketing and distribution expenses are for advertising, promotional materials, and marketing personnel. Other marketing and distribution activities of an administrative nature that VMC undertakes on behalf of the funds may include, but are not limited to:
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Conducting or publishing Vanguard-generated research and analysis concerning the funds, other investments, the financial markets, or the economy.
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Providing views, opinions, advice, or commentary concerning the funds, other investments, the financial markets, or the economy.
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Providing analytical, statistical, performance, or other information concerning the funds, other investments, the financial markets, or the economy.
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Providing administrative services in connection with investments in the funds or other investments, including, but not limited to, shareholder services, recordkeeping services, and educational services.
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Providing products or services that assist investors or financial service providers (as defined below) in the investment decision-making process.
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Providing promotional discounts, commission-free trading, fee waivers, and other benefits to clients of Vanguard Brokerage Services® who maintain qualifying investments in the funds.
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Sponsoring, jointly sponsoring, financially supporting, or participating in conferences, programs, seminars, presentations, meetings, or other events involving fund shareholders, financial service providers, or others concerning the funds, other investments, the financial markets, or the economy, such as industry conferences, prospecting trips, due diligence visits, training or education meetings, and sales presentations.
VMC performs most marketing and distribution activities itself. Some activities may be conducted by third parties pursuant to shared marketing arrangements under which VMC agrees to share the costs and performance of marketing and distribution activities in concert with a financial service provider. Financial service providers include, but are not limited to, investment advisors, broker-dealers, financial planners, financial consultants, banks, and insurance companies. Under these cost- and performance-sharing arrangements, VMC may pay or reimburse a financial service provider (or a third party it retains) for marketing and distribution activities that VMC would otherwise perform. VMCs cost- and performance-sharing arrangements may be established in connection with Vanguard investment products or services offered or provided to or through the financial service providers. VMCs arrangements for shared marketing and distribution activities may vary among financial service providers, and its payments or reimbursements to financial service providers in connection with shared marketing and distribution activities may be significant. VMC participates in an offshore arrangement established with a third party to provide marketing, promotional, and other services to qualifying Vanguard funds that are distributed in certain foreign countries on a private-placement basis to government-
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sponsored and other institutional investors. In exchange for such services, the third party receives an annual base (fixed) fee and may also receive discretionary fees or performance adjustments.
In connection with its marketing and distribution activities, VMC may give financial service providers (or their representatives) (1) promotional items of nominal value that display Vanguards logo, such as golf balls, shirts, towels, pens, and mouse pads; (2) gifts that do not exceed $100 per person annually and are not preconditioned on achievement of a sales target; (3) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment that is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (4) reasonable travel and lodging accommodations to facilitate participation in marketing and distribution activities.
VMC, as a matter of policy, does not pay asset-based fees, sales-based fees, or account-based fees to financial service providers in connection with its marketing and distribution activities for the Vanguard funds. VMC policy also prohibits marketing and distribution activities that are intended, designed, or likely to compromise suitability determinations by, or the fulfillment of any fiduciary duties or other obligations that apply to, financial service providers. Nonetheless, VMCs marketing and distribution activities are primarily intended to result in the sale of the funds shares, and as such, its activities, including shared marketing and distribution activities, may influence participating financial service providers (or their representatives) to recommend, promote, include, or invest in a Vanguard fund or share class. In addition, Vanguard or any of its subsidiaries may retain a financial service provider to provide consulting or other services, and that financial service provider also may provide services to investors. Investors should consider the possibility that any of these activities or relationships may influence a financial service providers (or its representatives) decision to recommend, promote, include, or invest in a Vanguard fund or share class. Each financial service provider should consider its suitability determinations, fiduciary duties, and other legal obligations (or those of its representatives) in connection with any decision to consider, recommend, promote, include, or invest in a Vanguard fund or share class.
The following table describes the expenses of Vanguard and VMC that are incurred by the Funds on an at-cost basis. Amounts captioned Management and Administrative Expenses include a Funds allocated share of expenses associated with the management, administrative, and transfer agency services Vanguard provides to the Vanguard funds. Amounts captioned Marketing and Distribution Expenses include a Funds allocated share of expenses associated with the marketing and distribution activities that VMC conducts on behalf of the Vanguard funds.
As is the case with all mutual funds, transaction costs incurred by the Funds for buying and selling securities are not reflected in the table. Annual Shared Fund Operating Expenses are based on expenses incurred in the fiscal years ended November 30, 2015, 2016, and 2017, and are presented as a percentage of each Funds average month-end net assets.
| Annual Shared Fund Operating Expenses | |||
| (Shared Expenses Deducted From Fund Assets) | |||
| Vanguard Fund | 2015 | 2016 | 2017 |
| California Municipal Money Market Fund | |||
| Management and Administrative Expenses | 0.13% | 0.13% | 0.13% |
| Marketing and Distribution Expenses | 0.02 | 0.03 | 0.02 |
| California Intermediate-Term Tax-Exempt Fund | |||
| Management and Administrative Expenses | 0.11% | 0.09% | 0.09% |
| Marketing and Distribution Expenses | 0.01 | 0.01 | 0.01 |
| California Long-Term Tax-Exempt Fund | |||
| Management and Administrative Expenses | 0.11% | 0.09% | 0.09% |
| Marketing and Distribution Expenses | 0.01 | 0.01 | 0.01 |
| Massachusetts Tax-Exempt Fund | |||
| Management and Administrative Expenses | 0.14% | 0.13% | 0.13% |
| Marketing and Distribution Expenses | 0.02 | 0.02 | 0.02 |
| New Jersey Municipal Money Market Fund | |||
| Management and Administrative Expenses | 0.13% | 0.13% | 0.13% |
| Marketing and Distribution Expenses | 0.02 | 0.03 | 0.02 |
| New Jersey Long-Term Tax-Exempt Fund | |||
| Management and Administrative Expenses | 0.12% | 0.09% | 0.09% |
| Marketing and Distribution Expenses | 0.01 | 0.01 | 0.01 |
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| Vanguard Fund | 2015 | 2016 | 2017 |
| New York Municipal Money Market Fund | |||
| Management and Administrative Expenses | 0.13% | 0.13% | 0.13% |
| Marketing and Distribution Expenses | 0.02 | 0.03 | 0.02 |
| New York Long-Term Tax-Exempt Fund | |||
| Management and Administrative Expenses | 0.11% | 0.09% | 0.09% |
| Marketing and Distribution Expenses | 0.01 | 0.01 | 0.01 |
| Ohio Long-Term Tax-Exempt Fund | |||
| Management and Administrative Expenses | 0.14% | 0.13% | 0.13% |
| Marketing and Distribution Expenses | 0.02 | 0.02 | 0.02 |
| Pennsylvania Municipal Money Market Fund | |||
| Management and Administrative Expenses | 0.13% | 0.13% | 0.13% |
| Marketing and Distribution Expenses | 0.02 | 0.03 | 0.02 |
| Pennsylvania Long-Term Tax-Exempt Fund | |||
| Management and Administrative Expenses | 0.11% | 0.09% | 0.09% |
| Marketing and Distribution Expenses | 0.01 | 0.01 | 0.01 |
Officers and Trustees
Each Vanguard fund is governed by the board of trustees of its trust and a single set of officers. Consistent with the boards corporate governance principles, the trustees believe that their primary responsibility is oversight of the management of each fund for the benefit of its shareholders, not day-to-day management. The trustees set broad policies for the funds; select investment advisors; monitor fund operations, regulatory compliance, performance, and costs; nominate and select new trustees; and elect fund officers. Vanguard manages the day-to-day operations of the funds under the direction of the board of trustees.
The trustees play an active role, as a full board and at the committee level, in overseeing risk management for the funds. The trustees delegate the day-to-day risk management of the funds to various groups, including portfolio review, investment management, risk management, compliance, legal, fund accounting, and fund financial services. These groups provide the trustees with regular reports regarding investment, valuation, liquidity, and compliance, as well as the risks associated with each. The trustees also oversee risk management for the funds through regular interactions with the funds internal and external auditors.
The full board participates in the funds risk oversight, in part, through the Vanguard funds compliance program, which covers the following broad areas of compliance: investment and other operations; recordkeeping; valuation and pricing; communications and disclosure; reporting and accounting; oversight of service providers; fund governance; and codes of ethics, insider trading controls, and protection of nonpublic information. The program seeks to identify and assess risk through various methods, including through regular interdisciplinary communications between compliance professionals and business personnel who participate on a daily basis in risk management on behalf of the funds. The funds chief compliance officer regularly provides reports to the board in writing and in person.
The audit committee of the board, which is composed of JoAnn Heffernan Heisen, F. Joseph Loughrey, Mark Loughridge, Sarah Bloom Raskin, and Peter F. Volanakis, each of whom is an independent trustee, oversees management of financial risks and controls. The audit committee serves as the channel of communication between the independent auditors of the funds and the board with respect to financial statements and financial reporting processes, systems of internal control, and the audit process. Vanguards head of internal audit reports directly to the audit committee and provides reports to the committee in writing and in person on a regular basis. Although the audit committee is responsible for overseeing the management of financial risks, the entire board is regularly informed of these risks through committee reports.
All of the trustees bring to each funds board a wealth of executive leadership experience derived from their service as executives (in many cases chief executive officers), board members, and leaders of diverse public operating companies, academic institutions, and other organizations. In determining whether an individual is qualified to serve as a trustee of the funds, the board considers a wide variety of information about the trustee, and multiple factors contribute to the boards decision. Each trustee is determined to have the experience, skills, and attributes necessary to serve the funds and their shareholders because each trustee demonstrates an exceptional ability to consider complex business and financial matters, evaluate the relative importance and priority of issues, make decisions, and contribute effectively to the deliberations of the board. The board also considers the individual experience of each trustee and determines that
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the trustees professional experience, education, and background contribute to the diversity of perspectives on the board. The business acumen, experience, and objective thinking of the trustees are considered invaluable assets for Vanguard management and, ultimately, the Vanguard funds shareholders. The specific roles and experience of each board member that factor into this determination are presented on the following pages. The mailing address of the trustees and officers is P.O. Box 876, Valley Forge, PA 19482.
| Principal Occupation(s) | Number of | |||
| Vanguard | During the Past Five Years, | Vanguard Funds | ||
| Position(s) | Funds Trustee/ | Outside Directorships, | Overseen by | |
| Name, Year of Birth | Held With Funds | Officer Since | and Other Experience | Trustee/Officer |
| Interested Trustees1 | ||||
| F. William McNabb III(1957) | Chairman of the | July 2009 | Chairman of the board (January 2010present) of | 208 |
| Board | Vanguard and of each of the investment companies | |||
| served by Vanguard, trustee (2009present) of each of | ||||
| the investment companies served by Vanguard, and | ||||
| director (2008present) of Vanguard. Chief executive | ||||
| officer and president (20082017) of Vanguard and | ||||
| each of the investment companies served by | ||||
| Vanguard, managing director (19952008) of Vanguard, | ||||
| and director (19972018) of Vanguard Marketing | ||||
| Corporation. Director (2018present) of UnitedHealth | ||||
| Group. | ||||
| Mortimer J. Buckley | Chief Executive | January 2018 | Chief executive officer (January 2018present) of | 208 |
| (1969) | Officer and | Vanguard; chief executive officer, president, and | ||
| President | trustee (January 2018present) of each of the | |||
| investment companies served by Vanguard; president | ||||
| and director (2017present) of Vanguard; and president | ||||
| (February 2018present) of Vanguard Marketing | ||||
| Corporation. Chief investment officer (20132017), | ||||
| managing director (20022017), head of the Retail | ||||
| Investor Group (20062012), and chief information | ||||
| officer (20012006) of Vanguard. Chairman of the | ||||
| board (20112017) of the Childrens Hospital of | ||||
| Philadelphia. | ||||
| 1 Mr. McNabb and Mr. Buckley are considered interested persons, as defined in the 1940 Act, because they are officers of the Trust. | ||||
| Independent Trustees | ||||
| Emerson U. Fullwood | Trustee | January 2008 | Executive chief staff and marketing officer for North | 208 |
| (1948) | 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 20092010 Distinguished Minett Professor at the | ||||
| Rochester Institute of Technology. Lead 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. | ||||
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| Principal Occupation(s) | Number of | |||
| Vanguard | During the Past Five Years, | Vanguard Funds | ||
| Position(s) | Funds Trustee/ | Outside Directorships, | Overseen by | |
| Name, Year of Birth | Held With Funds | Officer Since | and Other Experience | Trustee/Officer |
| Amy Gutmann | Trustee | June 2006 | President (2004present) of the University of | 208 |
| (1949) | 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. | ||||
| Trustee of the National Constitution Center. | ||||
| JoAnn Heffernan Heisen | Trustee | July 1998 | Corporate vice president of Johnson & Johnson | 208 |
| (1950) | (pharmaceuticals/medical devices/consumer products) | |||
| and member of its executive committee (19972008). | ||||
| Chief global diversity officer (retired 2008), vice | ||||
| president and chief information officer (19972006), | ||||
| controller (19951997), treasurer (19911995), and | ||||
| assistant treasurer (19891991) of Johnson & | ||||
| Johnson. Director of Skytop Lodge Corporation | ||||
| (hotels) and the Robert Wood Johnson Foundation. | ||||
| Member of the advisory board of the Institute for | ||||
| Womens Leadership at Rutgers University. | ||||
| F. Joseph Loughrey | Trustee | October 2009 | President and chief operating officer (retired 2009) and | 208 |
| (1949) | vice chairman of the board (20082009) of Cummins | |||
| Inc. (industrial machinery). Chairman of the board of | ||||
| Hillenbrand, Inc. (specialized consumer services), | ||||
| Oxfam America, and the Lumina Foundation for | ||||
| Education. Director of the V Foundation for Cancer | ||||
| Research. 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. | ||||
| Mark Loughridge | Lead Independent | March 2012 | Senior vice president and chief financial officer (retired | 208 |
| (1953) | Trustee | 2013) of IBM (information technology services). | ||
| Fiduciary member of IBMs Retirement Plan | ||||
| Committee (20042013), senior vice president and | ||||
| general manager (20022004) of IBM Global | ||||
| Financing, vice president and controller (19982002) of | ||||
| IBM, and a variety of other prior management roles at | ||||
| IBM. Member of the Council on Chicago Booth. | ||||
| Scott C. Malpass | Trustee | March 2012 | Chief investment officer (1989present) and vice | 208 |
| (1962) | president (1996present) of the University of Notre | |||
| Dame. Assistant professor of finance at the Mendoza | ||||
| College of Business, University of Notre Dame, and | ||||
| member of the Notre Dame 403(b) Investment | ||||
| Committee. Chairman of the board of TIFF Advisory | ||||
| Services, Inc. Member of the board of Catholic | ||||
| Investment Services, Inc. (investment advisors), the | ||||
| board of advisors for Spruceview Capital Partners, and | ||||
| the board of superintendence of the Institute for the | ||||
| Works of Religion. | ||||
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| Principal Occupation(s) | Number of | |||
| Vanguard | During the Past Five Years, | Vanguard Funds | ||
| Position(s) | Funds Trustee/ | Outside Directorships, | Overseen by | |
| Name, Year of Birth | Held With Funds | Officer Since | and Other Experience | Trustee/Officer |
| Deanna Mulligan | Trustee | January 2018 | President (2010present) and chief executive officer | 208 |
| (1963) | (2011present) of The Guardian Life Insurance | |||
| Company of America.2 Chief operating officer (2010 | ||||
| 2011) and executive vice president (20082010) of | ||||
| Individual Life and Disability of The Guardian Life | ||||
| Insurance Company of America. Member of the board | ||||
| of The Guardian Life Insurance Company of America, | ||||
| the American Council of Life Insurers, the Partnership | ||||
| for New York City (business leadership), and the | ||||
| Committee Encouraging Corporate Philanthropy. | ||||
| Trustee of the Economic Club of New York and the | ||||
| Bruce Museum (arts and science). Member of the | ||||
| Advisory Council for the Stanford Graduate School of | ||||
| Business. | ||||
| André F. Perold | Trustee | December 2004 | George Gund Professor of Finance and Banking, | 208 |
| (1952) | Emeritus at the Harvard Business School (retired | |||
| 2011). Chief investment officer and co-managing | ||||
| partner of HighVista Strategies LLC (private | ||||
| investment firm). Overseer of the Museum of Fine | ||||
| Arts Boston. | ||||
| Sarah Bloom Raskin | Trustee | January 2018 | Deputy secretary (20142017) of the United States | 208 |
| (1961) | Department of the Treasury. Governor (20102014) of | |||
| the Federal Reserve Board. Commissioner (2007 | ||||
| 2010) of financial regulation for the State of Maryland. | ||||
| Member of the board of directors (20122014) of | ||||
| Neighborhood Reinvestment Corporation. Director of | ||||
| i(x) Investments, LLC. | ||||
| Peter F. Volanakis(1955) | Trustee | July 2009 | President and chief operating officer (retired 2010) of | 208 |
| Corning Incorporated (communications equipment) | ||||
| and director of Corning Incorporated (20002010) and | ||||
| Dow Corning (20012010). Director (2012) of SPX | ||||
| Corporation (multi-industry manufacturing). Overseer | ||||
| of the Amos Tuck School of Business Administration, | ||||
| Dartmouth College (20012013). Chairman of the | ||||
| board of trustees of Colby-Sawyer College. Member of | ||||
| the Board of Hypertherm Inc. (industrial cutting | ||||
| systems, software, and consumables). | ||||
2 Guardian Life provides group insurance and administrative services for employee benefits such as group life, dental, vision, and disability coverage to two advisors, each of which manages one or more of the Vanguard funds. Amounts paid by these advisors to Guardian Life for such insurance and services were less than 0.006% of Guardian Lifes premium revenues in each of 2015 and 2016. Park Avenue Securities (PAS) is an indirect, wholly owned subsidiary of Guardian Life and a dually registered broker-dealer and investment advisor. From time to time, PAS receives payments related to the sale of certain non-Vanguard mutual funds advised by firms that also advise certain Vanguard funds. In 2016, these payments amounted to less than 0.15% of PAS revenues and PAS earnings comprised less than 1% of Guardian Lifes pre-tax earnings. Deanna Mulligan is not an officer or director of PAS.
| Executive Officers | ||||
| Glenn Booraem | Investment | February 2001 | Principal of Vanguard. Investment stewardship officer | 208 |
| (1967) | Stewardship | (2017present), treasurer (20152017), controller | ||
| Officer | (20102015), and assistant controller (20012010) of | |||
| each of the investment companies served by | ||||
| Vanguard. | ||||
| Christine M. Buchanan | Treasurer | November 2017 | Principal of Vanguard and global head of Fund | 208 |
| (1970) | Administration at Vanguard. Treasurer (2017present) | |||
| of each of the investment companies served by | ||||
| Vanguard. Partner (20052017) at KPMG LLP (audit, | ||||
| tax, and advisory services). |
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| Principal Occupation(s) | Number of | |||
| Vanguard | During the Past Five Years, | Vanguard Funds | ||
| Position(s) | Funds Trustee/ | Outside Directorships, | Overseen by | |
| Name, Year of Birth | Held With Funds | Officer Since | and Other Experience | Trustee/Officer |
| Brian Dvorak | Chief Compliance | June 2017 | Principal of Vanguard. Chief compliance officer | 208 |
| (1973) | Officer | (2017present) of Vanguard and each of the | ||
| investment companies served by Vanguard. Assistant | ||||
| vice president (2017present) of Vanguard Marketing | ||||
| Corporation. | ||||
| Thomas J. Higgins | Chief Financial | July 1998 | Principal of Vanguard. Chief financial officer | 208 |
| (1957) | Officer | (2008present) and treasurer (19982008) of each of | ||
| the investment companies served by Vanguard. | ||||
| Peter Mahoney | Controller | May 2015 | Principal of Vanguard. Controller (2015present) | 208 |
| (1974) | of each of the investment companies served by | |||
| Vanguard. Head of International Fund Services | ||||
| (20082014) at Vanguard. | ||||
| Anne E. Robinson | Secretary | September 2016 | General counsel (2016present) of Vanguard. | 208 |
| (1970) | Secretary (2016present) of Vanguard and of each of | |||
| the investment companies served by Vanguard. | ||||
| Managing director (2016present) of Vanguard. | ||||
| Director and senior vice president (20162018) of | ||||
| Vanguard Marketing Corporation. Managing director | ||||
| and general counsel of Global Cards and Consumer | ||||
| Services (20142016) at Citigroup. Counsel (2003 | ||||
| 2014) at American Express. | ||||
| Michael Rollings | Finance Director | February 2017 | Finance director (2017present) and treasurer (2017) of | 208 |
| (1963) | each of the investment companies served by | |||
| Vanguard. Managing director (2016present) of | ||||
| Vanguard. Chief financial officer (2016present) of | ||||
| Vanguard. Director (2016present) of Vanguard | ||||
| Marketing Corporation. Executive vice president and | ||||
| chief financial officer (20062016) of MassMutual | ||||
| Financial Group. | ||||
All but two of the trustees are independent. The independent trustees designate a lead independent trustee and appoint the chairman of the board. The lead independent trustee is a spokesperson and principal point of contact for the independent trustees and is responsible for coordinating the activities of the independent trustees, including calling regular executive sessions of the independent trustees; developing the agenda of each meeting together with the chairman; and chairing the meetings of the independent trustees. The lead independent trustee also chairs the meetings of the audit, compensation, and nominating committees. The board also has two investment committees, which consist of independent trustees and the interested trustees.
Board Committees: The Trusts board has the following committees:
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Audit Committee: This committee oversees the accounting and financial reporting policies, the systems of internal controls, and the independent audits of each fund. The following independent trustees serve as members of the committee: Ms. Heisen, Mr. Loughrey, Mr. Loughridge, Ms. Raskin, and Mr. Volanakis. The committee held six meetings during the Funds fiscal year ended November 30, 2017.
-
Compensation Committee: This committee oversees the compensation programs established by each fund for the benefit of its trustees. All independent trustees serve as members of the committee. The committee held one meeting during the Funds fiscal year ended November 30, 2017.
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-
Investment Committees: These committees assist the board in its oversight of investment advisors to the funds and in the review and evaluation of materials relating to the boards consideration of investment advisory agreements with the funds. Each trustee serves on one of two investment committees. Each investment committee held three meetings during the Funds fiscal year ended November 30, 2017.
-
Nominating Committee: This committee nominates candidates for election to the board of trustees of each fund. The committee also has the authority to recommend the removal of any trustee. All independent trustees serve as members of the committee. The committee held four meetings during the Funds fiscal year ended November 30, 2017.
The Nominating Committee will consider shareholder recommendations for trustee nominees. Shareholders may send recommendations to Mr. Loughridge, chairman of the committee.
Trustee Compensation
The same individuals serve as trustees of all Vanguard funds and each fund pays a proportionate share of the trustees compensation. The funds also employ their officers on a shared basis; however, officers are compensated by Vanguard, not the funds.
Independent Trustees. The funds compensate their independent trustees (i.e., the ones who are not also officers of the funds) in three ways:
-
The independent trustees receive an annual fee for their service to the funds, which is subject to reduction based on absences from scheduled board meetings.
-
The independent trustees are reimbursed for the travel and other expenses that they incur in attending board meetings.
-
Upon retirement (after attaining age 65 and completing five years of service), the independent trustees who began their service prior to January 1, 2001, receive a retirement benefit under a separate account arrangement. As of January 1, 2001, the opening balance of each eligible trustees separate account was generally equal to the net present value of the benefits he or she had accrued under the trustees former retirement plan. Each eligible trustees separate account will be credited annually with interest at a rate of 7.5% until the trustee receives his or her final distribution. Those independent trustees who began their service on or after January 1, 2001, are not eligible to participate in the plan.
Interested Trustees. Mr. McNabb and Mr. Buckley serve as trustees, but are not paid in this capacity. They are, however, paid in their roles as officers of Vanguard.
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Compensation Table. The following tables provide compensation details for each of the trustees. We list the amounts paid as compensation and accrued as retirement benefits by the Funds for each trustee. In addition, the tables show the total amount of benefits that we expect each trustee to receive from all Vanguard funds upon retirement and the total amount of compensation paid to each trustee by all Vanguard funds.
| VANGUARD CALIFORNIA TAX-FREE FUNDS | ||||
| TRUSTEES COMPENSATION TABLE | ||||
| Aggregate | Pension or Retirement | Accrued Annual | Total Compensation | |
| Compensation From | Benefits Accrued as Part of | Retirement Benefit at | From All Vanguard | |
| Trustee | the Funds1 | the Funds Expenses1 | January 1, 20182 | Funds Paid to Trustees3 |
| F. William McNabb III | | | | |
| Mortimer J. Buckley4 | | | | |
| Emerson U. Fullwood | $1,335 | | | $244,000 |
| Rajiv L. Gupta5 | 1,436 | | | 262,500 |
| Amy Gutmann | 1,335 | | | 244,000 |
| JoAnn Heffernan Heisen | 1,445 | $20 | $8,073 | 264,000 |
| F. Joseph Loughrey | 1,445 | | | 264,000 |
| Mark Loughridge | 1,620 | | | 296,000 |
| Scott C. Malpass | 1,297 | | | 237,030 |
| Deanna Mulligan4 | | | | |
| André F. Perold | 1,335 | | | 244,000 |
| Sarah Bloom Raskin4 | | | | |
| Peter F. Volanakis | 1,445 | | | 264,000 |
1 The amounts shown in this column are based on the Trusts fiscal year ended November 30, 2017. Each Fund within the Trust is responsible for a proportionate share of these amounts.
2 Each trustee is eligible to receive retirement benefits only after completing at least 5 years (60 consecutive months) of service as a trustee for the Vanguard funds. The annual retirement benefit will be paid in monthly installments, beginning with the month following the trustees retirement from service, and will cease after 10 years of payments (120 monthly installments). Trustees who began their service on or after January 1, 2001, are not eligible to participate in the retirement benefit plan.
3 The amounts reported in this column reflect the total compensation paid to each trustee for his or her service as trustee of 201 Vanguard funds for the 2017 calendar year.
4 Mr. Buckley, Ms. Mulligan, and Ms. Raskin became members of the Funds board effective January 1, 2018.
5 Mr. Gupta retired from the Funds board effective December 31, 2017.
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| VANGUARD MASSACHUSETTS TAX-EXEMPT FUNDS | ||||
| TRUSTEES COMPENSATION TABLE | ||||
| Aggregate | Pension or Retirement | Accrued Annual | Total Compensation | |
| Compensation From | Benefits Accrued as Part of | Retirement Benefit at | From All Vanguard | |
| Trustee | the Fund1 | the Funds Expenses1 | January 1, 20182 | Funds Paid to Trustees3 |
| F. William McNabb III | | | | |
| Mortimer J. Buckley4 | | | | |
| Emerson U. Fullwood | $110 | | | $244,000 |
| Rajiv L. Gupta5 | 119 | | | 262,500 |
| Amy Gutmann | 110 | | | 244,000 |
| JoAnn Heffernan Heisen | 119 | $2 | $8,073 | 264,000 |
| F. Joseph Loughrey | 119 | | | 264,000 |
| Mark Loughridge | 136 | | | 296,000 |
| Scott C. Malpass | 107 | | | 237,030 |
| Deanna Mulligan4 | | | | |
| André F. Perold | 110 | | | 244,000 |
| Sarah Bloom Raskin4 | | | | |
| Peter F. Volanakis | 119 | | | 264,000 |
1 The amounts shown in this column are based on the Trusts fiscal year ended November 30, 2017.
2 Each trustee is eligible to receive retirement benefits only after completing at least 5 years (60 consecutive months) of service as a trustee for the Vanguard funds. The annual retirement benefit will be paid in monthly installments, beginning with the month following the trustees retirement from service, and will cease after 10 years of payments (120 monthly installments). Trustees who began their service on or after January 1, 2001, are not eligible to participate in the retirement benefit plan.
3 The amounts reported in this column reflect the total compensation paid to each trustee for his or her service as trustee of 201 Vanguard funds for the 2017 calendar year.
4 Mr. Buckley, Ms. Mulligan, and Ms. Raskin became members of the Funds board effective January 1, 2018.
5 Mr. Gupta retired from the Funds board effective December 31, 2017.
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| VANGUARD NEW JERSEY TAX-FREE FUNDS | ||||
| TRUSTEES COMPENSATION TABLE | ||||
| Aggregate | Pension or Retirement | Accrued Annual | Total Compensation | |
| Compensation From | Benefits Accrued as Part of | Retirement Benefit at | From All Vanguard | |
| Trustee | the Funds1 | the Funds Expenses1 | January 1, 20182 | Funds Paid to Trustees3 |
| F. William McNabb III | | | | |
| Mortimer J. Buckley4 | | | | |
| Emerson U. Fullwood | $243 | | | $244,000 |
| Rajiv L. Gupta5 | 261 | | | 262,500 |
| Amy Gutmann | 243 | | | 244,000 |
| JoAnn Heffernan Heisen | 262 | $4 | $8,073 | 264,000 |
| F. Joseph Loughrey | 262 | | | 264,000 |
| Mark Loughridge | 293 | | | 296,000 |
| Scott C. Malpass | 236 | | | 237,030 |
| Deanna Mulligan4 | | | | |
| André F. Perold | 243 | | | 244,000 |
| Sarah Bloom Raskin4 | | | | |
| Peter F. Volanakis | 262 | | | 264,000 |
1 The amounts shown in this column are based on the Trusts fiscal year ended November 30, 2017. Each Fund within the Trust is responsible for a proportionate share of these amounts.
2 Each trustee is eligible to receive retirement benefits only after completing at least 5 years (60 consecutive months) of service as a trustee for the Vanguard funds. The annual retirement benefit will be paid in monthly installments, beginning with the month following the trustees retirement from service, and will cease after 10 years of payments (120 monthly installments). Trustees who began their service on or after January 1, 2001, are not eligible to participate in the retirement benefit plan.
3 The amounts reported in this column reflect the total compensation paid to each trustee for his or her service as trustee of 201 Vanguard funds for the 2017 calendar year.
4 Mr. Buckley, Ms. Mulligan, and Ms. Raskin became members of the Funds board effective January 1, 2018.
5 Mr. Gupta retired from the Funds board effective December 31, 2017.
B-41
| VANGUARD NEW YORK TAX-FREE FUNDS | ||||
| TRUSTEES COMPENSATION TABLE | ||||
| Aggregate | Pension or Retirement | Accrued Annual | Total Compensation | |
| Compensation From | Benefits Accrued as Part of | Retirement Benefit at | From All Vanguard | |
| Trustee | the Funds1 | the Funds Expenses1 | January 1, 20182 | Funds Paid to Trustees3 |
| F. William McNabb III | | | | |
| Mortimer J. Buckley4 | | | | |
| Emerson U. Fullwood | $454 | | | $244,000 |
| Rajiv L. Gupta5 | 489 | | | 262,500 |
| Amy Gutmann | 454 | | | 244,000 |
| JoAnn Heffernan Heisen | 491 | $7 | $8,073 | 264,000 |
| F. Joseph Loughrey | 491 | | | 264,000 |
| Mark Loughridge | 553 | | | 296,000 |
| Scott C. Malpass | 441 | | | 237,030 |
| Deanna Mulligan4 | | | | |
| André F. Perold | 454 | | | 244,000 |
| Sarah Bloom Raskin4 | | | | |
| Peter F. Volanakis | 491 | | | 264,000 |
1 The amounts shown in this column are based on the Trusts fiscal year ended November 30, 2017. Each Fund within the Trust is responsible for a proportionate share of these amounts.
2 Each trustee is eligible to receive retirement benefits only after completing at least 5 years (60 consecutive months) of service as a trustee for the Vanguard funds. The annual retirement benefit will be paid in monthly installments, beginning with the month following the trustees retirement from service, and will cease after 10 years of payments (120 monthly installments). Trustees who began their service on or after January 1, 2001, are not eligible to participate in the retirement benefit plan.
3 The amounts reported in this column reflect the total compensation paid to each trustee for his or her service as trustee of 201 Vanguard funds for the 2017 calendar year.
4 Mr. Buckley, Ms. Mulligan, and Ms. Raskin became members of the Funds board effective January 1, 2018.
5 Mr. Gupta retired from the Funds board effective December 31, 2017.
B-42
| VANGUARD OHIO TAX-FREE FUNDS | ||||
| TRUSTEES COMPENSATION TABLE | ||||
| Aggregate | Pension or Retirement | Accrued Annual | Total Compensation | |
| Compensation From | Benefits Accrued as Part of | Retirement Benefit at | From All Vanguard | |
| Trustee | the Fund1 | the Funds Expenses1 | January 1, 20182 | Funds Paid to Trustees3 |
| F. William McNabb III | | | | |
| Mortimer J. Buckley4 | | | | |
| Emerson U. Fullwood | $89 | | | $244,000 |
| Rajiv L. Gupta5 | 96 | | | 262,500 |
| Amy Gutmann | 89 | | | 244,000 |
| JoAnn Heffernan Heisen | 97 | $1 | $8,073 | 264,000 |
| F. Joseph Loughrey | 97 | | | 264,000 |
| Mark Loughridge | 108 | | | 296,000 |
| Scott C. Malpass | 87 | | | 237,030 |
| Deanna Mulligan4 | | | | |
| André F. Perold | 89 | | | 244,000 |
| Sarah Bloom Raskin4 | | | | |
| Peter F. Volanakis | 97 | | | 264,000 |
1 The amounts shown in this column are based on the Trusts fiscal year ended November 30, 2017.
2 Each trustee is eligible to receive retirement benefits only after completing at least 5 years (60 consecutive months) of service as a trustee for the Vanguard funds. The annual retirement benefit will be paid in monthly installments, beginning with the month following the trustees retirement from service, and will cease after 10 years of payments (120 monthly installments). Trustees who began their service on or after January 1, 2001, are not eligible to participate in the retirement benefit plan.
3 The amounts reported in this column reflect the total compensation paid to each trustee for his or her service as trustee of 201 Vanguard funds for the 2017 calendar year.
4 Mr. Buckley, Ms. Mulligan, and Ms. Raskin became members of the Funds board effective January 1, 2018.
5 Mr. Gupta retired from the Funds board effective December 31, 2017.
B-43
| VANGUARD PENNSYLVANIA TAX-FREE FUNDS | ||||
| TRUSTEES COMPENSATION TABLE | ||||
| Aggregate | Pension or Retirement | Accrued Annual | Total Compensation | |
| Compensation From | Benefits Accrued as Part of | Retirement Benefit at | From All Vanguard | |
| Trustee | the Funds1 | the Funds Expenses1 | January 1, 20182 | Funds Paid to Trustees3 |
| F. William McNabb III | | | | |
| Mortimer J. Buckley4 | | | | |
| Emerson U. Fullwood | $397 | | | $244,000 |
| Rajiv L. Gupta5 | 427 | | | 262,500 |
| Amy Gutmann | 397 | | | 244,000 |
| JoAnn Heffernan Heisen | 430 | $6 | $8,073 | 264,000 |
| F. Joseph Loughrey | 430 | | | 264,000 |
| Mark Loughridge | 480 | | | 296,000 |
| Scott C. Malpass | 386 | | | 237,030 |
| Deanna Mulligan4 | | | | |
| André F. Perold | 397 | | | 244,000 |
| Sarah Bloom Raskin4 | | | | |
| Peter F. Volanakis | 430 | | | 264,000 |
1 The amounts shown in this column are based on the Trusts fiscal year ended November 30, 2017. Each Fund within the Trust is responsible for a proportionate share of these amounts.
2 Each trustee is eligible to receive retirement benefits only after completing at least 5 years (60 consecutive months) of service as a trustee for the Vanguard funds. The annual retirement benefit will be paid in monthly installments, beginning with the month following the trustees retirement from service, and will cease after 10 years of payments (120 monthly installments). Trustees who began their service on or after January 1, 2001, are not eligible to participate in the retirement benefit plan.
3 The amounts reported in this column reflect the total compensation paid to each trustee for his or her service as trustee of 201 Vanguard funds for the 2017 calendar year.
4 Mr. Buckley, Ms. Mulligan, and Ms. Raskin became members of the Funds board effective January 1, 2018.
5 Mr. Gupta retired from the Funds board effective December 31, 2017.
Ownership of Fund Shares
All current trustees (including Mr. Buckley, Ms. Mulligan, and Ms. Raskin, who began service as trustees effective January 1, 2018) allocate their investments among the various Vanguard funds based on their own investment needs. The following tables show each trustees ownership of shares of each Fund and of all Vanguard funds served by the trustee as of December 31, 2017.
VANGUARD CALIFORNIA TAX-FREE FUNDS
| Dollar Range of | Aggregate Dollar Range | ||
| Fund Shares | of Vanguard Fund Shares | ||
| Vanguard Fund | Trustee | Owned by Trustee | Owned by Trustee |
| California Municipal Money Market Fund | Mortimer J. Buckley | | Over $100,000 |
| Emerson U. Fullwood | | Over $100,000 | |
| Amy Gutmann | | Over $100,000 | |
| JoAnn Heffernan Heisen | | Over $100,000 | |
| F. Joseph Loughrey | | Over $100,000 | |
| Mark Loughridge | | Over $100,000 | |
| Scott C. Malpass | | Over $100,000 | |
| F. William McNabb III | | 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 |
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| Dollar Range of | Aggregate Dollar Range | ||
| Fund Shares | of Vanguard Fund Shares | ||
| Vanguard Fund | Trustee | Owned by Trustee | Owned by Trustee |
| California Intermediate-Term Tax-Exempt Fund | Mortimer J. Buckley | | Over $100,000 |
| Emerson U. Fullwood | | Over $100,000 | |
| Amy Gutmann | | Over $100,000 | |
| JoAnn Heffernan Heisen | | Over $100,000 | |
| F. Joseph Loughrey | | Over $100,000 | |
| Mark Loughridge | | Over $100,000 | |
| Scott C. Malpass | | Over $100,000 | |
| F. William McNabb III | | 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 | |
| California Long-Term Tax-Exempt Fund | Mortimer J. Buckley | | Over $100,000 |
| Emerson U. Fullwood | | Over $100,000 | |
| Amy Gutmann | | Over $100,000 | |
| JoAnn Heffernan Heisen | | Over $100,000 | |
| F. Joseph Loughrey | | Over $100,000 | |
| Mark Loughridge | | Over $100,000 | |
| Scott C. Malpass | | Over $100,000 | |
| F. William McNabb III | | 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 | |
| VANGUARD MASSACHUSETTS TAX-EXEMPT FUNDS | |||
| Dollar Range of | Aggregate Dollar Range | ||
| Fund Shares | of Vanguard Fund Shares | ||
| Vanguard Fund | Trustee | Owned by Trustee | Owned by Trustee |
| Massachusetts Tax-Exempt Fund | Mortimer J. Buckley | | Over $100,000 |
| Emerson U. Fullwood | | Over $100,000 | |
| Amy Gutmann | | Over $100,000 | |
| JoAnn Heffernan Heisen | | Over $100,000 | |
| F. Joseph Loughrey | | Over $100,000 | |
| Mark Loughridge | | Over $100,000 | |
| Scott C. Malpass | | Over $100,000 | |
| F. William McNabb III | | 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 | |
B-45
| VANGUARD NEW JERSEY TAX-FREE FUNDS | |||
| Dollar Range of | Aggregate Dollar Range | ||
| Fund Shares | of Vanguard Fund Shares | ||
| Vanguard Fund | Trustee | Owned by Trustee | Owned by Trustee |
| New Jersey Municipal Money Market Fund | Mortimer J. Buckley | | Over $100,000 |
| Emerson U. Fullwood | | Over $100,000 | |
| Amy Gutmann | | Over $100,000 | |
| JoAnn Heffernan Heisen | | Over $100,000 | |
| F. Joseph Loughrey | | Over $100,000 | |
| Mark Loughridge | | Over $100,000 | |
| Scott C. Malpass | | Over $100,000 | |
| F. William McNabb III | | 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 | |
| New Jersey Long-Term Tax-Exempt Fund | Mortimer J. Buckley | | Over $100,000 |
| Emerson U. Fullwood | | Over $100,000 | |
| Amy Gutmann | | Over $100,000 | |
| JoAnn Heffernan Heisen | | Over $100,000 | |
| F. Joseph Loughrey | | Over $100,000 | |
| Mark Loughridge | | Over $100,000 | |
| Scott C. Malpass | | Over $100,000 | |
| F. William McNabb III | | 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 | |
| VANGUARD NEW YORK TAX-FREE FUNDS | |||
| Dollar Range of | Aggregate Dollar Range | ||
| Fund Shares | of Vanguard Fund Shares | ||
| Vanguard Fund | Trustee | Owned by Trustee | Owned by Trustee |
| New York Municipal Money Market Fund | Mortimer J. Buckley | | Over $100,000 |
| Emerson U. Fullwood | | Over $100,000 | |
| Amy Gutmann | | Over $100,000 | |
| JoAnn Heffernan Heisen | | Over $100,000 | |
| F. Joseph Loughrey | | Over $100,000 | |
| Mark Loughridge | | Over $100,000 | |
| Scott C. Malpass | | Over $100,000 | |
| F. William McNabb III | | 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 | |
B-46
| Dollar Range of | Aggregate Dollar Range | |||
| Fund Shares | of Vanguard Fund Shares | |||
| Vanguard Fund | Trustee | Owned by Trustee | Owned by Trustee | |
| New York Long-Term Tax-Exempt Fund | Mortimer J. Buckley | | Over $100,000 | |
| Emerson U. Fullwood | | Over $100,000 | ||
| Amy Gutmann | | Over $100,000 | ||
| JoAnn Heffernan Heisen | | Over $100,000 | ||
| F. Joseph Loughrey | | Over $100,000 | ||
| Mark Loughridge | | Over $100,000 | ||
| Scott C. Malpass | | Over $100,000 | ||
| F. William McNabb III | | 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 | ||
| VANGUARD OHIO TAX-FREE FUNDS | ||||
| Dollar Range of | Aggregate Dollar Range of | |||
| Fund Shares | Vanguard Fund Shares | |||
| Vanguard Fund | Trustee | Owned by Trustee | Owned by Trustee | |
| Ohio Long-Term Tax-Exempt Fund | Mortimer J. Buckley | | Over $100,000 | |
| Emerson U. Fullwood | | Over $100,000 | ||
| Amy Gutmann | | Over $100,000 | ||
| JoAnn Heffernan Heisen | | Over $100,000 | ||
| F. Joseph Loughrey | | Over $100,000 | ||
| Mark Loughridge | | Over $100,000 | ||
| Scott C. Malpass | | Over $100,000 | ||
| F. William McNabb III | | 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 | ||
B-47
| VANGUARD PENNSYLVANIA TAX-FREE FUNDS | |||
| Dollar Range of | Aggregate Dollar Range | ||
| Fund Shares | of Vanguard Fund Shares | ||
| Vanguard Fund | Trustee | Owned by Trustee | Owned by Trustee |
| Pennsylvania Municipal Money Market Fund | Mortimer J. Buckley | | Over $100,000 |
| Emerson U. Fullwood | | Over $100,000 | |
| Amy Gutmann | | Over $100,000 | |
| JoAnn Heffernan Heisen | | Over $100,000 | |
| F. Joseph Loughrey | | Over $100,000 | |
| Mark Loughridge | | Over $100,000 | |
| Scott C. Malpass | | Over $100,000 | |
| F. William McNabb III | | 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 | |
| Pennsylvania Long-Term Tax-Exempt Fund | Mortimer J. Buckley | | Over $100,000 |
| Emerson U. Fullwood | | Over $100,000 | |
| Amy Gutmann | Over $100,000 | Over $100,000 | |
| JoAnn Heffernan Heisen | | Over $100,000 | |
| F. Joseph Loughrey | | Over $100,000 | |
| Mark Loughridge | | Over $100,000 | |
| Scott C. Malpass | | Over $100,000 | |
| F. William McNabb III | Over $100,000 | 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 | |
As of February 28, 2018, the trustees and officers of the funds owned, in the aggregate, less than 1% of each class of each funds outstanding shares.
As of February 28, 2018, the following owned of record 5% or more of the outstanding shares of each class:
Vanguard California Intermediate-Term Tax-Exempt FundInvestor Shares: Charles Schwab & Co. Inc., San Francisco, CA (46.20%), National Financial Services LLC, Jersey City, NJ (15.63%); Vanguard California Intermediate-Term Tax-Exempt FundAdmiral Shares: Charles Schwab & Co. Inc., San Francisco, CA (23.33%), National Financial Services LLC, Jersey City, NJ (7.42%); Vanguard California Long-Term Tax-Exempt FundInvestor Shares: Charles Schwab & Co. Inc., San Francisco, CA (31.29%), National Financial Services LLC, Jersey City, NJ (9.51%), Wells Fargo Clearing Services LLC, Saint Louis, MO (5.01%); Vanguard Massachusetts Tax-Exempt FundInvestor Shares: National Financial Services LLC, Jersey City, NJ (19.97%), Charles Schwab & Co. Inc., San Francisco, CA (8.82%); Vanguard New Jersey Long-Term Tax-Exempt FundInvestor Shares: National Financial Services LLC, Jersey City, NJ (17.29%), Charles Schwab & Co. Inc., San Francisco, CA (14.92%); Vanguard New York Long-Term Tax-Exempt FundInvestor Shares: National Financial Services LLC, Jersey City, NJ (23.04%), Charles Schwab & Co. Inc., San Francisco, CA (16.18%); Vanguard New York Long-Term Tax-Exempt FundAdmiral Shares: Charles Schwab & Co. Inc., San Francisco, CA (5.47%); Vanguard New York Municipal Money Market FundInvestor Shares: Robert D. Goldfarb, New York, NY (6.85%); Vanguard Ohio Long-Term Tax-Exempt FundInvestor Shares: Charles Schwab & Co. Inc., San Francisco, CA (9.18%), National Financial Services LLC, Jersey City, NJ (7.26%); Vanguard Pennsylvania Long-Term Tax-Exempt FundInvestor Shares: Charles Schwab & Co. Inc., San Francisco, CA (14.20%), National Financial Services LLC, Jersey City, NJ (10.81%).
B-48
Portfolio Holdings Disclosure Policies and Procedures
Introduction
Vanguard and the boards of trustees of the Vanguard funds (Boards) have adopted Portfolio Holdings Disclosure Policies and Procedures (Policies and Procedures) to govern the disclosure of the portfolio holdings of each Vanguard fund. Vanguard and the Boards considered each of the circumstances under which Vanguard fund portfolio holdings may be disclosed to different categories of persons under the Policies and Procedures. Vanguard and the Boards also considered actual and potential material conflicts that could arise in such circumstances between the interests of Vanguard fund shareholders, on the one hand, and those of the funds investment advisor, distributor, or any affiliated person of the fund, its investment advisor, or its distributor, on the other. After giving due consideration to such matters and after the exercise of their fiduciary duties and reasonable business judgment, Vanguard and the Boards determined that the Vanguard funds have a legitimate business purpose for disclosing portfolio holdings to the persons described in each of the circumstances set forth in the Policies and Procedures and that the Policies and Procedures are reasonably designed to ensure that disclosure of portfolio holdings and information about portfolio holdings is in the best interests of fund shareholders and appropriately addresses the potential for material conflicts of interest.
The Boards exercise continuing oversight of the disclosure of Vanguard fund portfolio holdings by (1) overseeing the implementation and enforcement of the Policies and Procedures, the Code of Ethics, and the Policies and Procedures Designed to Prevent the Misuse of Inside Information (collectively, the portfolio holdings governing policies) by the chief compliance officer of Vanguard and the Vanguard funds; (2) considering reports and recommendations by the chief compliance officer concerning any material compliance matters (as defined in Rule 38a-1 under the 1940 Act and Rule 206(4)-7 under the Investment Advisers Act of 1940) that may arise in connection with any portfolio holdings governing policies; and (3) considering whether to approve or ratify any amendment to any portfolio holdings governing policies. Vanguard and the Boards reserve the right to amend the Policies and Procedures at any time and from time to time without prior notice at their sole discretion. For purposes of the Policies and Procedures, the term portfolio holdings means the equity and debt securities (e.g., stocks and bonds) held by a Vanguard fund and does not mean the cash investments, derivatives, and other investment positions (collectively, other investment positions) held by the fund.
Online Disclosure of Ten Largest Stock Holdings
Each actively managed Vanguard fund generally will seek to disclose the funds ten largest stock portfolio holdings and the percentage of the funds total assets that each of these holdings represents as of the end of the most recent calendar quarter (quarter-end ten largest stock holdings with weightings) online at vanguard.com, in the Portfolio section of the funds Portfolio & Management page, 15 calendar days after the end of the calendar quarter. Each Vanguard index fund generally will seek to disclose the funds ten largest stock portfolio holdings and the percentage of the funds total assets that each of these holdings represents as of the end of the most recent month (month-end ten largest stock holdings with weightings) online at vanguard.com, in the Portfolio section of the funds Portfolio & Management page, 15 calendar days after the end of the month. In addition, Vanguard funds generally will seek to disclose the funds ten largest stock portfolio holdings and the aggregate percentage of the funds total assets (and, for balanced funds, the aggregate percentage of the funds equity securities) that these holdings represent as of the end of the most recent month (month-end ten largest stock holdings) online at vanguard.com, in the Portfolio section of the funds Portfolio & Management page, 10 business days after the end of the month. Together, the quarter-end and month-end ten largest stock holdings are referred to as the ten largest stock holdings. Online disclosure of the ten largest stock holdings is made to all categories of persons, including individual investors, institutional investors, intermediaries, third-party service providers, rating and ranking organizations, affiliated persons of a Vanguard fund, and all other persons.
Online Disclosure of Complete Portfolio Holdings
Each actively managed Vanguard fund, unless otherwise stated, generally will seek to disclose the funds complete portfolio holdings as of the end of the most recent calendar quarter online at vanguard.com, in the Portfolio section of the funds Portfolio & Management page, 30 calendar days after the end of the calendar quarter. In accordance with Rule 2a-7 under the 1940 Act, each of the Vanguard money market funds will disclose the funds complete portfolio holdings as of the last business day of the prior month online at vanguard.com, in the Portfolio section of the funds Portfolio & Management page, no later than the fifth business day of the current month. The complete portfolio holdings information for money market funds will remain available online for at least six months after the initial posting. Vanguard Market
B-49
Neutral Fund and Vanguard Alternative Strategies Fund generally will seek to disclose the Funds complete portfolio holdings as of the end of the most recent calendar quarter online at vanguard.com, in the Portfolio section of the Funds Portfolio & Management page, 60 calendar days after the end of the calendar quarter. Each Vanguard index fund generally will seek to disclose the funds complete portfolio holdings as of the end of the most recent month online at vanguard.com, in the Portfolio section of the funds Portfolio & Management page, 15 calendar days after the end of the month. Online disclosure of complete portfolio holdings is made to all categories of persons, including individual investors, institutional investors, intermediaries, third-party service providers, rating and ranking organizations, affiliated persons of a Vanguard fund, and all other persons. Vanguard will review complete portfolio holdings before disclosure is made and, except with respect to the complete portfolio holdings of the Vanguard money market funds, may withhold any portion of the funds complete portfolio holdings from disclosure when deemed to be in the best interests of the fund after consultation with a Vanguard funds investment advisor.
Disclosure of Complete Portfolio Holdings to Service Providers Subject to Confidentiality and Trading Restrictions
Vanguard, for legitimate business purposes, may disclose Vanguard fund complete portfolio holdings at times it deems necessary and appropriate to rating and ranking organizations; financial printers; proxy voting service providers; pricing information vendors; issuers of guaranteed investment contracts for stable value portfolios; third parties that deliver analytical, statistical, or consulting services; and other third parties that provide services (collectively, Service Providers) to Vanguard, Vanguard subsidiaries, and/or the Vanguard funds. Disclosure of complete portfolio holdings to a Service Provider is conditioned on the Service Provider being subject to a written agreement imposing a duty of confidentiality, including a duty not to trade on the basis of any material nonpublic information.
The frequency with which complete portfolio holdings may be disclosed to a Service Provider, and the length of the lag, if any, between the date of the information and the date on which the information is disclosed to the Service Provider, is determined based on the facts and circumstances, including, without limitation, the nature of the portfolio holdings information to be disclosed, the risk of harm to the funds and their shareholders, and the legitimate business purposes served by such disclosure. The frequency of disclosure to a Service Provider varies and may be as frequent as daily, with no lag. Disclosure of Vanguard fund complete portfolio holdings by Vanguard to a Service Provider must be authorized by a Vanguard fund officer or a Principal in Vanguards Portfolio Review Department or Legal and Compliance Division. Any disclosure of Vanguard fund complete portfolio holdings to a Service Provider as previously described may also include a list of the other investment positions that make up the fund, such as cash investments and derivatives.
Currently, Vanguard fund complete portfolio holdings are disclosed to the following Service Providers as part of ongoing arrangements that serve legitimate business purposes: Abel/Noser Corporation; Advisor Software, Inc.; Alcom Printing Group Inc.; Apple Press, L.C.; Bloomberg L.P.; Brilliant Graphics, Inc.; Broadridge Financial Solutions, Inc.; Brown Brothers Harriman & Co.; Canon Business Process Services; FactSet Research Systems Inc.; Innovation Printing & Communications; Institutional Shareholder Services, Inc.; Intelligencer Printing Company; Investment Technology Group, Inc.; Lipper, Inc.; Markit WSO Corporation; McMunn Associates Inc.; Reuters America Inc.; R.R. Donnelley, Inc.; State Street Bank and Trust Company; Trade Informatics LLC; Triune Color Corporation; and Tursack Printing Inc.
Disclosure of Complete Portfolio Holdings to Vanguard Affiliates and Certain Fiduciaries Subject to Confidentiality and Trading Restrictions
Vanguard fund complete portfolio holdings may be disclosed between and among the following persons (collectively, Affiliates and Fiduciaries) for legitimate business purposes within the scope of their official duties and responsibilities, subject to such persons continuing legal duty of confidentiality and legal duty not to trade on the basis of any material nonpublic information, as such duties are imposed under the Code of Ethics, the Policies and Procedures Designed to Prevent the Misuse of Inside Information, by agreement, or under applicable laws, rules, and regulations: (1) persons who are subject to the Code of Ethics or the Policies and Procedures Designed to Prevent the Misuse of Inside Information; (2) an investment advisor, distributor, administrator, transfer agent, or custodian to a Vanguard fund; (3) an accounting firm, an auditing firm, or outside legal counsel retained by Vanguard, a Vanguard subsidiary, or a Vanguard fund; (4) an investment advisor to whom complete portfolio holdings are disclosed for due diligence purposes when the advisor is in merger or acquisition talks with a Vanguard funds current advisor; and (5) a newly hired investment advisor or sub-advisor to whom complete portfolio holdings are disclosed prior to the time it commences its duties.
B-50
The frequency with which complete portfolio holdings may be disclosed between and among Affiliates and Fiduciaries, and the length of the lag, if any, between the date of the information and the date on which the information is disclosed between and among the Affiliates and Fiduciaries, is determined by such Affiliates and Fiduciaries based on the facts and circumstances, including, without limitation, the nature of the portfolio holdings information to be disclosed, the risk of harm to the funds and their shareholders, and the legitimate business purposes served by such disclosure. The frequency of disclosure between and among Affiliates and Fiduciaries varies and may be as frequent as daily, with no lag. Any disclosure of Vanguard fund complete portfolio holdings to any Affiliates and Fiduciaries as previously described may also include a list of the other investment positions that make up the fund, such as cash investments and derivatives. Disclosure of Vanguard fund complete portfolio holdings or other investment positions by Vanguard, Vanguard Marketing Corporation, or a Vanguard fund to Affiliates and Fiduciaries must be authorized by a Vanguard fund officer or a Principal of Vanguard.
Currently, Vanguard fund complete portfolio holdings are disclosed to the following Affiliates and Fiduciaries as part of ongoing arrangements that serve legitimate business purposes: Vanguard and each investment advisor, custodian, and independent registered public accounting firm identified in each funds Statement of Additional Information.
Disclosure of Portfolio Holdings to Broker-Dealers in the Normal Course of Managing a Funds Assets
An investment advisor, administrator, or custodian for a Vanguard fund may, for legitimate business purposes within the scope of its official duties and responsibilities, disclose portfolio holdings (whether partial portfolio holdings or complete portfolio holdings) and other investment positions that make up the fund to one or more broker-dealers during the course of, or in connection with, normal day-to-day securities and derivatives transactions with or through such broker-dealers subject to the broker-dealers legal obligation not to use or disclose material nonpublic information concerning the funds portfolio holdings, other investment positions, securities transactions, or derivatives transactions without the consent of the fund or its agents. The Vanguard funds have not given their consent to any such use or disclosure and no person or agent of Vanguard is authorized to give such consent except as approved in writing by the Boards of the Vanguard funds. Disclosure of portfolio holdings or other investment positions by Vanguard to broker-dealers must be authorized by a Vanguard fund officer or a Principal of Vanguard.
Disclosure of Nonmaterial Information
The Policies and Procedures permit Vanguard fund officers, Vanguard fund portfolio managers, and other Vanguard representatives (collectively, Approved Vanguard Representatives) to disclose any views, opinions, judgments, advice, or commentary, or any analytical, statistical, performance, or other information, in connection with or relating to a Vanguard fund or its portfolio holdings and/or other investment positions (collectively, commentary and analysis) or any changes in the portfolio holdings of a Vanguard fund that occurred after the end of the most recent calendar quarter (recent portfolio changes) to any person if (1) such disclosure serves a legitimate business purpose, (2) such disclosure does not effectively result in the disclosure of the complete portfolio holdings of any Vanguard fund (which can be disclosed only in accordance with the Policies and Procedures), and (3) such information does not constitute material nonpublic information. Disclosure of commentary and analysis or recent portfolio changes by Vanguard, Vanguard Marketing Corporation, or a Vanguard fund must be authorized by a Vanguard fund officer or a Principal of Vanguard.
An Approved Vanguard Representative must make a good faith determination whether the information constitutes material nonpublic information, which involves an assessment of the particular facts and circumstances. Vanguard believes that in most cases recent portfolio changes that involve a few or even several securities in a diversified portfolio or commentary and analysis would be immaterial and would not convey any advantage to a recipient in making an investment decision concerning a Vanguard fund. Nonexclusive examples of commentary and analysis about a Vanguard fund include (1) the allocation of the funds portfolio holdings and other investment positions among various asset classes, sectors, industries, and countries; (2) the characteristics of the stock and bond components of the funds portfolio holdings and other investment positions; (3) the attribution of fund returns by asset class, sector, industry, and country; and (4) the volatility characteristics of the fund. Approved Vanguard Representatives may, at their sole discretion, deny any request for information made by any person, and may do so for any reason or for no reason. Approved Vanguard Representatives include, for purposes of the Policies and Procedures, persons employed by or associated with Vanguard or a subsidiary of Vanguard who have been authorized by Vanguards Portfolio Review
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Department to disclose recent portfolio changes and/or commentary and analysis in accordance with the Policies and Procedures.
Disclosure of Portfolio Holdings Related Information to the Issuer of a Security for Legitimate Business Purposes
Vanguard, at its sole discretion, may disclose portfolio holdings information concerning a security held by one or more Vanguard funds to the issuer of such security if the issuer presents, to the satisfaction of Vanguards Fund Financial Services unit, convincing evidence that the issuer has a legitimate business purpose for such information. Disclosure of this information to an issuer is conditioned on the issuer being subject to a written agreement imposing a duty of confidentiality, including a duty not to trade on the basis of any material nonpublic information. The frequency with which portfolio holdings information concerning a security may be disclosed to the issuer of such security, and the length of the lag, if any, between the date of the information and the date on which the information is disclosed to the issuer, is determined based on the facts and circumstances, including, without limitation, the nature of the portfolio holdings information to be disclosed, the risk of harm to the funds and their shareholders, and the legitimate business purposes served by such disclosure. The frequency of disclosure to an issuer cannot be determined in advance of a specific request and will vary based upon the particular facts and circumstances and the legitimate business purposes, but in unusual situations could be as frequent as daily, with no lag. Disclosure of portfolio holdings information concerning a security held by one or more Vanguard funds to the issuer of such security must be authorized by a Vanguard fund officer or a Principal in Vanguards Portfolio Review Department or Legal and Compliance Division.
Disclosure of Portfolio Holdings as Required by Applicable Law
Vanguard fund portfolio holdings (whether partial portfolio holdings or complete portfolio holdings) and other investment positions that make up a fund shall be disclosed to any person as required by applicable laws, rules, and regulations. Examples of such required disclosure include, but are not limited to, disclosure of Vanguard fund portfolio holdings (1) in a filing or submission with the SEC or another regulatory body, (2) in connection with seeking recovery on defaulted bonds in a federal bankruptcy case, (3) in connection with a lawsuit, or (4) as required by court order. Disclosure of portfolio holdings or other investment positions by Vanguard, Vanguard Marketing Corporation, or a Vanguard fund as required by applicable laws, rules, and regulations must be authorized by a Vanguard fund officer or a Principal of Vanguard.
Prohibitions on Disclosure of Portfolio Holdings
No person is authorized to disclose Vanguard fund portfolio holdings or other investment positions (whether online at vanguard.com, in writing, by fax, by email, orally, or by other means) except in accordance with the Policies and Procedures. In addition, no person is authorized to make disclosure pursuant to the Policies and Procedures if such disclosure is otherwise unlawful under the antifraud provisions of the federal securities laws (as defined in Rule 38a-1 under the 1940 Act). Furthermore, Vanguards management, at its sole discretion, may determine not to disclose portfolio holdings or other investment positions that make up a Vanguard fund to any person who would otherwise be eligible to receive such information under the Policies and Procedures, or may determine to make such disclosures publicly as provided by the Policies and Procedures.
Prohibitions on Receipt of Compensation or Other Consideration
The Policies and Procedures prohibit a Vanguard fund, its investment advisor, and any other person or entity from paying or receiving any compensation or other consideration of any type for the purpose of obtaining disclosure of Vanguard fund portfolio holdings or other investment positions. Consideration includes any agreement to maintain assets in the fund or in other investment companies or accounts managed by the investment advisor or by any affiliated person of the investment advisor.
INVESTMENT ADVISORY AND OTHER SERVICES
The Funds receive all investment advisory services from Vanguard through its Fixed Income Group. These services are provided on an at-cost basis by an experienced advisory staff employed directly by Vanguard. The compensation and other expenses of the advisory staff are allocated among the funds utilizing these services.
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During the fiscal years ended November 30, 2015, 2016, and 2017, the Funds incurred the following approximate advisory expenses:
| Vanguard Fund | 2015 | 2016 | 2017 |
| California Municipal Money Market Fund | $718,000 | $708,000 | $1,031,000 |
| California Intermediate-Term Tax-Exempt Fund | 977,000 | 1,236,000 | 1,621,000 |
| California Long-Term Tax-Exempt Fund | 328,000 | 390,000 | 505,000 |
| Massachusetts Tax-Exempt Fund | 126,000 | 155,000 | 215,000 |
| New Jersey Municipal Money Market Fund | 292,000 | 270,000 | 337,000 |
| New Jersey Long-Term Tax-Exempt Fund | 207,000 | 222,000 | 274,000 |
| New York Municipal Money Market Fund | 465,000 | 439,000 | 607,000 |
| New York Long-Term Tax-Exempt Fund | 386,000 | 460,000 | 568,000 |
| Ohio Long-Term Tax-Exempt Fund | 103,000 | 122,000 | 156,000 |
| Pennsylvania Municipal Money Market Fund | 448,000 | 416,000 | 526,000 |
| Pennsylvania Long-Term Tax-Exempt Fund | 331,000 | 373,000 | 466,000 |
| 1. Other Accounts Managed | |||
John M. Carbone manages Vanguard California Municipal Money Market Fund, Vanguard New Jersey Municipal Money Market Fund, and Vanguard Pennsylvania Municipal Money Market Fund; as of November 30, 2017, the Funds collectively held assets of $7.2 billion.
James M. DArcy manages Vanguard Pennsylvania Long-Term Tax-Exempt Fund, Vanguard California Long-Term Tax-Exempt Fund, and Vanguard Ohio Long-Term Tax-Exempt Fund; as of November 30, 2017, the Funds collectively held assets of $8.7 billion. As of November 30, 2017, Mr. DArcy also managed all or a portion of 2 other registered investment companies with total assets of $60 billion (advisory fees not based on account performance).
Adam M. Ferguson manages Vanguard New York Long-Term Tax-Exempt Fund, Vanguard California Intermediate-Term Tax-Exempt Fund, and Vanguard New Jersey Long-Term Tax-Exempt Fund; as of November 30, 2017, the Funds collectively held assets of $19.4 billion. As of November 30, 2017, Mr. Ferguson also managed 2 other registered investment companies with total assets of $27.1 billion (advisory fees not based on account performance).
John Grimes manages Vanguard New York Municipal Money Market Fund; as of November 30, 2017, the Fund held assets of $2.4 billion. As of November 30, 2017, Mr. Grimes also managed all or a portion of 1 other registered investment company with total assets of $2.2 billion (advisory fees not based on account performance).
Mathew M. Kiselak manages Vanguard Massachusetts Tax-Exempt Fund; as of November 30, 2017, the Fund held assets of $1.7 billion. As of November 30, 2017, Mr. Kiselak managed all or a portion of 2 other registered investment companies with total assets of $23.4 billion (advisory fees not based on account performance).
2. Material Conflicts of Interest
At Vanguard, individual portfolio managers may manage multiple accounts for multiple clients. In addition to mutual funds, these accounts may include separate accounts, collective trusts, or offshore funds. Managing multiple funds or accounts may give rise to potential conflicts of interest including, for example, conflicts among investment strategies and conflicts in the allocation of investment opportunities. Vanguard manages potential conflicts between funds or accounts through allocation policies and procedures, internal review processes, and oversight by directors and independent third parties. Vanguard has developed trade allocation procedures and controls to ensure that no one client, regardless of type, is intentionally favored at the expense of another. Allocation policies are designed to address potential conflicts in situations where two or more funds or accounts participate in investment decisions involving the same securities.
3. Description of Compensation
All Vanguard portfolio managers are Vanguard employees. This section describes the compensation of the Vanguard employees who manage Vanguard mutual funds. As of November 30, 2017, a Vanguard portfolio managers compensation generally consists of base salary, bonus, and payments under Vanguards long-term incentive compensation program. In addition, portfolio managers are eligible for the standard retirement benefits and health and
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welfare benefits available to all Vanguard employees. Also, certain portfolio managers may be eligible for additional retirement benefits under several supplemental retirement plans that Vanguard adopted in the 1980s to restore dollar-for-dollar the benefits of management employees that had been cut back solely as a result of tax law changes. These plans are structured to provide the same retirement benefits as the standard retirement plans.
In the case of portfolio managers responsible for managing multiple Vanguard funds or accounts, the method used to determine their compensation is the same for all funds and investment accounts. A portfolio managers base salary is determined by the managers experience and performance in the role, taking into account the ongoing compensation benchmark analyses performed by Vanguards Human Resources Department. A portfolio managers base salary is generally a fixed amount that may change as a result of an annual review, upon assumption of new duties, or in response to a market adjustment of the position.
A portfolio managers bonus is determined by a number of factors. One factor is gross, pre-tax performance of the fund relative to expectations for how the fund should have performed, given the funds investment objective, policies, strategies, and limitations, and the market environment during the measurement period. This performance factor is not based on the amount of assets held in the funds portfolio. For short-, intermediate-, and long-term tax-exempt funds, the performance factor depends on how successfully the portfolio manager outperforms these expectations and maintains the risk parameters of the fund generally over a three-year period. For tax-exempt money market funds, the performance factor depends on how successfully the portfolio manager maintains the credit quality of the fund and, consequently, how the fund performs relative to the expectations described above over a one-year period. Additional factors include the portfolio managers contributions to the investment management functions within the sub-asset class, contributions to the development of other investment professionals and supporting staff, and overall contributions to strategic planning and decisions for the investment group. The target bonus is expressed as a percentage of base salary. The actual bonus paid may be more or less than the target bonus, based on how well the manager satisfies the objectives stated above. The bonus is paid on an annual basis.
Under the long-term incentive compensation program, all full-time employees receive a payment from Vanguards long-term incentive compensation plan based on their years of service, job level, and, if applicable, management responsibilities. Each year, Vanguards independent directors determine the amount of the long-term incentive compensation award for that year based on the investment performance of the Vanguard funds relative to competitors and Vanguards operating efficiencies in providing services to the Vanguard funds.
4. Ownership of Securities
Vanguard employees, including portfolio managers, allocate their investments among the various Vanguard funds or collective investment trusts that may invest in Vanguard funds based on their own individual investment needs and goals. Vanguard employees, as a group, invest a sizable portion of their personal assets in Vanguard funds. As of November 30, 2017, Vanguard employees collectively invested more than $6.3 billion in Vanguard funds or collective investment trusts that may invest in Vanguard funds.
As of November 30, 2017, James M. DArcy owned shares of Vanguard Pennsylvania Long-Term Tax-Exempt Fund in the $100,001$500,000 range. None of the other named portfolio managers owned any shares of the Vanguard State Tax-Exempt Funds they managed.
Duration and Termination of Investment Advisory Agreements
Vanguard provides at-cost investment advisory services to the Funds pursuant to the terms of the Fifth Amended and Restated Funds Service Agreement. This agreement will continue in full force and effect until terminated or amended by mutual agreement of the Vanguard funds and Vanguard.
PORTFOLIO TRANSACTIONS
The advisor decides which securities to buy and sell on behalf of a Fund and then selects the brokers or dealers that will execute the trades on an agency basis or the dealers with whom the trades will be effected on a principal basis. For each trade, the advisor must select a broker-dealer that it believes will provide best execution. Best execution does not necessarily mean paying the lowest spread or commission rate available. In seeking best execution, the SEC has said that an advisor should consider the full range of a broker-dealers services. The factors considered by the advisor in seeking best execution include, but are not limited to, the broker-dealers execution capability, clearance and settlement
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services, commission rate, trading expertise, willingness and ability to commit capital, ability to provide anonymity, financial responsibility, reputation and integrity, responsiveness, access to underwritten offerings and secondary markets, and access to company management, as well as the value of any research provided by the broker-dealer. In assessing which broker-dealer can provide best execution for a particular trade, the advisor also may consider the timing and size of the order and available liquidity and current market conditions. Subject to applicable legal requirements, the advisor may select a broker based partly on brokerage or research services provided to the advisor and its clients, including the Funds. The advisor may cause a Fund to pay a higher commission than other brokers would charge if the advisor determines in good faith that the amount of the commission is reasonable in relation to the value of services provided. The advisor also may receive brokerage or research services from broker-dealers that are provided at no charge in recognition of the volume of trades directed to the broker. To the extent research services or products may be a factor in selecting brokers, services and products may include written research reports analyzing performance or securities, discussions with research analysts, meetings with corporate executives to obtain oral reports on company performance, market data, and other products and services that will assist the advisor in its investment decision-making process. The research services provided by brokers through which a Fund effects securities transactions may be used by the advisor in servicing all of its accounts, and some of the services may not be used by the advisor in connection with the Fund.
The types of securities in which the Funds invest are generally purchased and sold in principal transactions, meaning that the Funds normally purchase securities directly from the issuer or a primary market-maker acting as principal for the securities on a net basis. Explicit brokerage commissions are not paid on these transactions, although purchases of new issues from underwriters of securities typically include a commission or concession paid by the issuer to the underwriter, and purchases from dealers serving as market-makers typically include a dealers markup (i.e., a spread between the bid and the asked prices). Brokerage commissions are paid, however, in connection with opening and closing out futures positions.
As previously explained, the types of securities that the Funds purchase do not normally involve the payment of explicit brokerage commissions. If any such brokerage commissions are paid, however, the advisor will evaluate their reasonableness by considering (1) historical commission rates; (2) rates that other institutional investors are paying, based upon publicly available information; (3) rates quoted by brokers and dealers; (4) the size of a particular transaction, in terms of the number of shares, dollar amount, and number of clients involved; (5) the complexity of a particular transaction in terms of both execution and settlement; (6) the level and type of business done with a particular firm over a period of time; and (7) the extent to which the broker or dealer has capital at risk in the transaction.
During the fiscal years ended November 30, 2015, 2016, and 2017, the Funds (other than the State Municipal Money Market Funds) paid the following approximate amounts in brokerage commissions:
| Vanguard Fund | 2015 | 20162 | 20173 |
| California Intermediate-Term Tax-Exempt Fund1 | $47,000 | $98,000 | $158,000 |
| California Long-Term Tax-Exempt Fund | 13,000 | 29,000 | 45,000 |
| Massachusetts Tax-Exempt Fund | 5,000 | 19,000 | 27,000 |
| New Jersey Long-Term Tax-Exempt Fund | 8,000 | 15,000 | 30,000 |
| New York Long-Term Tax-Exempt Fund | 15,000 | 34,000 | 53,000 |
| Ohio Long-Term Tax-Exempt Fund | 4,000 | 13,000 | 22,000 |
| Pennsylvania Long-Term Tax-Exempt Fund | 12,000 | 29,000 | 42,000 |
| 1 Increased trading in futures resulted in an increase in the Funds brokerage commissions in 2015. | |||
| 2 Increased trading in futures resulted in an increase in each Funds brokerage commissions in 2016. | |||
| 3 Increased trading in futures resulted in an increase in each Funds brokerage commissions in 2017. | |||
During the fiscal years ended November 30, 2015, 2016, and 2017, the State Municipal Money Market Funds did not pay any brokerage commissions.
Some securities that are considered for investment by a Fund may also be appropriate for other Vanguard funds or for other clients served by the advisor. If such securities are compatible with the investment policies of a Fund and one or more of the advisors other clients and are considered for purchase or sale at or about the same time, then transactions in such securities may be aggregated by the advisor, and the purchased securities or sale proceeds may be allocated among the participating Vanguard funds and the other participating clients of the advisor in a manner deemed equitable
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by the advisor. Although there may be no specified formula for allocating such transactions, the allocation methods used, and the results of such allocations, will be subject to periodic review by each Funds board of trustees.
The ability of Vanguard and external advisors to purchase or dispose of investments in regulated industries, certain derivatives markets, certain international markets, and certain issuers that limit ownership by a single shareholder or group of related shareholders, or to exercise rights on behalf of a Fund, may be restricted or impaired because of limitations on the aggregate level of investment unless regulatory or corporate consents or ownership waivers are obtained. As a result, Vanguard and external advisors on behalf of a Fund may be required to limit purchases, sell existing investments, or otherwise restrict or limit the exercise of shareholder rights by the Fund, including voting rights. If a Fund is required to limit its investment in a particular issuer, the Fund may seek to obtain economic exposure to that issuer through alternative means, such as through a derivative, which may be more costly than owning securities of the issuer directly.
As of November 30, 2017, each Fund held no securities of its regular brokers or dealers, as that term is defined in Rule 10b-1 of the 1940 Act.
PROXY VOTING GUIDELINES
The Board of Trustees (the Board) of each Vanguard fund has adopted proxy voting procedures and guidelines to govern proxy voting by the fund. The Board has delegated responsibility for monitoring proxy voting activities to the Investment Stewardship Oversight Committee (the Committee), made up of senior officers of Vanguard and subject to the operating procedures and guidelines described below. The Committee reports directly to the Board. Vanguard is subject to these procedures and guidelines to the extent that they call for Vanguard to administer the voting process and implement the resulting voting decisions, and for these purposes the guidelines have also been approved by the Board of Directors of Vanguard.
The overarching objective in voting is simple: to support proposals and director nominees that maximize the value of a funds investmentsand those of fund shareholdersover the long term. Although the goal is simple, the proposals the funds receive are varied and frequently complex. As such, the guidelines adopted by the Board provide a rigorous framework for assessing each proposal. Under the guidelines, each proposal must be evaluated on its merits, based on the particular facts and circumstances as presented.
For ease of reference, the procedures and guidelines often refer to all funds. However, our processes and practices seek to ensure that proxy voting decisions are suitable for individual funds. For most proxy proposals, particularly those involving corporate governance, the evaluation will result in the same position being taken across all of the funds and the funds voting as a block. In some cases, however, a fund may vote differently, depending upon the nature and objective of the fund, the composition of its portfolio, and other factors.
The guidelines do not permit the Board to delegate voting responsibility to a third party that does not serve as a fiduciary for the funds. Because many factors bear on each decision, the guidelines incorporate factors the Committee should consider in each voting decision. A fund may refrain from voting some or all of its shares or vote in a particular way if doing so would be in the funds and its shareholders best interests. These circumstances may arise, for example, if the expected cost of voting exceeds the expected benefits of voting, if exercising the vote would result in the imposition of trading or other restrictions, or if a fund (or all Vanguard funds in the aggregate) were to own more than the permissible maximum percentage of a companys stock (as determined by the companys governing documents or by applicable law, regulation, or regulatory agreement).
In evaluating proxy proposals, we consider information from many sources, including, but not limited to, the investment advisor for the fund, the management or shareholders of a company presenting a proposal, and independent proxy research services. We will give substantial weight to the recommendations of the companys board, absent guidelines or other specific facts that would support a vote against management. In all cases, however, the ultimate decision rests with the members of the Committee, who are accountable to the funds Board.
While serving as a framework, the following guidelines cannot contemplate all possible proposals with which a fund may be presented. In the absence of a specific guideline for a particular proposal (e.g., in the case of a transactional issue or contested proxy), the Committee will evaluate the issue and cast the funds vote in a manner that, in the Committees view, will maximize the value of the funds investment, subject to the individual circumstances of the fund.
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| I. |
The Board of Directors |
| A. |
Election of directors |
Good governance starts with a majority-independent board, whose key committees are made up entirely of independent directors. As such, companies should attest to the independence of directors who serve on the Compensation, Nominating, and Audit committees. In any instance in which a director is not categorically independent, the basis for the independence determination should be clearly explained in the proxy statement.
Although the funds will generally support the boards nominees, the following factors will be taken into account in determining each funds vote:
| Factors For Approval | Factors Against Approval |
| Nominated slate results in board made up of a majority of | Nominated slate results in board made up of a majority of |
| independent directors. | non-independent directors. |
| All members of Audit, Nominating, and Compensation | Audit, Nominating, and/or Compensation committees include |
| committees are independent of management. | non-independent members. |
| Incumbent board member failed to attend at least 75% of meetings | |
| in the previous year. | |
| Actions of committee(s) on which nominee serves are inconsistent with | |
| other guidelines (e.g., excessive equity grants, substantial non-audit fees, | |
| lack of board independence). | |
| Actions of committee(s) on which nominee serves demonstrate serious | |
| failures of governance (e.g., unilaterally acting to significantly reduce | |
| shareholder rights, failure to respond to previous vote results for directors | |
| and shareholder proposals). | |
| B. Contested director elections | |
In the case of contested board elections, we will evaluate the nominees qualifications, the performance of the incumbent board, and the rationale behind the dissidents campaign, to determine the outcome that we believe will maximize shareholder value.
C. Classified boards
The funds will generally support proposals to declassify existing boards (whether proposed by management or shareholders), and will block efforts by companies to adopt classified board structures in which only part of the board is elected each year.
D. Proxy access
We believe that long-term investors may benefit from having proxy access, or the opportunity to place director nominees on a companys proxy ballot. In our view, this improves shareholders ability to participate in director elections while potentially enhancing boards accountability and responsiveness to shareholders.
That said, we also believe that proxy access provisions should be appropriately limited to avoid abuse by investors who lack a meaningful long-term interest in the company. As such, we generally believe that a shareholder or group of shareholders representing 3% of a companys outstanding shares held for at least three years should be able to nominate directors for up to 20% of the seats on the board.
We will review proposals regarding proxy access case by case. The funds will be most likely to support access provisions with the terms described above, but they may support different thresholds based on a companys other governance provisions, as well as other relevant factors.
II. Approval of Independent Auditors
The relationship between the company and its auditors should be limited primarily to the audit, although it may include certain closely related activities that do not, in the aggregate, raise any appearance of impaired independence. The funds will generally support managements recommendation for the ratification of the auditor, except in instances in which audit and audit-related fees make up less than 50% of the total fees paid by the company to the audit firm. We will
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evaluate on a case-by-case basis instances in which the audit firm has a substantial non-audit relationship with the company (regardless of its size relative to the audit fee) to determine whether independence has been compromised.
| III. |
Compensation Issues |
| A. |
Stock-based compensation plans |
Appropriately designed stock-based compensation plans, administered by an independent committee of the board and approved by shareholders, can be an effective way to align the interests of long-term shareholders with the interests of management, employees, and directors. The funds oppose plans that substantially dilute their ownership interest in the company, provide participants with excessive awards, or have inherently objectionable structural features.
An independent compensation committee should have significant latitude to deliver varied compensation to motivate the companys employees. However, we will evaluate compensation proposals in the context of several factors (a companys industry, market capitalization, competitors for talent, etc.) to determine whether a particular plan or proposal balances the perspectives of employees and the companys other shareholders. We will evaluate each proposal on a case-by-case basis, taking all material facts and circumstances into account.
The following factors will be among those considered in evaluating these proposals:
| Factors For Approval | Factors Against Approval |
| Company requires senior executives to hold a minimum amount | Total potential dilution (including all stock-based plans) exceeds 15% of |
| of company stock (frequently expressed as a multiple of salary). | shares outstanding. |
| Company requires stock acquired through equity awards to be | Annual equity grants have exceeded 2% of shares outstanding. |
| held for a certain period of time. | |
| Compensation program includes performance-vesting awards, | Plan permits repricing or replacement of options without |
| indexed options, or other performance-linked grants. | shareholder approval. |
| Concentration of equity grants to senior executives is limited | Plan provides for the issuance of reload options. |
| (indicating that the plan is very broad-based). | |
| Stock-based compensation is clearly used as a substitute for | Plan contains automatic share replenishment (evergreen) feature. |
| cash in delivering market-competitive total pay. | |
| B. Bonus plans | |
Bonus plans, which must be periodically submitted for shareholder approval to qualify for deductibility under Section 162(m) of the IRC, should have clearly defined performance criteria and maximum awards expressed in dollars. Bonus plans with awards that are excessive, in both absolute terms and relative to a comparative group, generally will not be supported.
C. Employee stock purchase plans
The funds will generally support the use of employee stock purchase plans to increase company stock ownership by employees, provided that shares purchased under the plan are acquired for no less than 85% of their market value and that shares reserved under the plan amount to less than 5% of the outstanding shares.
D. Advisory votes on executive compensation (Say on Pay)
In addition to proposals on specific equity or bonus plans, the funds are required to cast advisory votes approving many companies overall executive compensation plans (so-called Say on Pay votes). In evaluating these proposals, we consider a number of factors, including the amount of compensation that is at risk, the amount of equity-based compensation that is linked to the companys performance, and the level of compensation as compared to industry peers. The funds will generally support pay programs that demonstrate effective linkage between pay and performance over time and that provide compensation opportunities that are competitive relative to industry peers. On the other hand, pay programs in which significant compensation is guaranteed or insufficiently linked to performance will be less likely to earn our support.
E. Executive severance agreements (golden parachutes)
Although executives incentives for continued employment should be more significant than severance benefits, there are instancesparticularly in the event of a change in controlin which severance arrangements may be appropriate.
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Severance benefits payable upon a change of control AND an executives termination (so-called double trigger plans) are generally acceptable to the extent that benefits paid do not exceed three times salary and bonus. Arrangements in which the benefits exceed three times salary and bonus should be justified and submitted for shareholder approval. We do not generally support guaranteed severance absent a change in control or arrangements that do not require the termination of the executive (so-called single trigger plans).
IV. Corporate Structure and Shareholder Rights
The exercise of shareholder rights, in proportion to economic ownership, is a fundamental privilege of stock ownership that should not be unnecessarily limited. Such limits may be placed on shareholders ability to act by corporate charter or by-law provisions, or by the adoption of certain takeover provisions. In general, the market for corporate control should be allowed to function without undue interference from these artificial barriers.
The funds positions on a number of the most commonly presented issues in this area are as follows:
| A. |
Shareholder rights plans (poison pills) |
| A |
companys adoption of a so-called poison pill effectively limits a potential acquirers ability to buy a controlling interest |
without the approval of the targets board of directors. Such a plan, in conjunction with other takeover defenses, may serve to entrench incumbent management and directors. However, in other cases, a poison pill may force a suitor to negotiate with the board and result in the payment of a higher acquisition premium.
In general, shareholders should be afforded the opportunity to approve shareholder rights plans within a year of their adoption. This provides the board with the ability to put a poison pill in place for legitimate defensive purposes, subject to subsequent approval by shareholders. In evaluating the approval of proposed shareholder rights plans, we will consider the following factors:
| Factors For Approval | Factors Against Approval |
| Plan is relatively short term (3-5 years). | Plan is long term (>5 years). |
| Plan requires shareholder approval for renewal. | Renewal of plan is automatic or does not require shareholder approval. |
| Plan incorporates review by a committee of independent | Board with limited independence. |
| directors at least every three years (so-called TIDE provisions). | |
| Ownership trigger is reasonable (15-20%). | Ownership trigger is less than 15%. |
| Highly independent, non-classified board. | Classified board. |
| Plan includes permitted-bid/qualified-offer feature (chewable | |
| pill) that mandates a shareholder vote in certain situations. |
The funds are supportive of companies seeking to increase authorized share amounts that do not potentially expose shareholders to excessive dilution. We will generally approve increases of up to 50% of the current share authorization, but will also consider a companys specific circumstances and market practices.
C. Cumulative voting
The funds are generally opposed to cumulative voting under the premise that it allows shareholders a voice in director elections that is disproportionate to their economic investment in the corporation.
D. Supermajority vote requirements
The funds support shareholders ability to approve or reject matters presented for a vote based on a simple majority. Accordingly, the funds will support proposals to remove supermajority requirements and oppose proposals to impose them.
E. Right to call meetings and act by written consent
The funds support shareholders right to call special meetings of the board (for good cause and with ample representation) and to act by written consent. The funds will generally vote for proposals to grant these rights to shareholders and against proposals to abridge them.
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F. Confidential voting
The integrity of the voting process is enhanced substantially when shareholders (both institutions and individuals) can vote without fear of coercion or retribution based on their votes. As such, the funds support proposals to provide confidential voting.
G. Dual classes of stock
We are opposed to dual class capitalization structures that provide disparate voting rights to different groups of shareholders with similar economic investments. We will oppose the creation of separate classes with different voting rights and will support the dissolution of such classes.
V. Corporate and Social Policy Issues
We vote case by case on all environmental and social proposals. We evaluate these resolutions in the context of our view that a companys board has ultimate responsibility for providing effective ongoing oversight of relevant sector- and company-specific risks, including those related to environmental and social matters. We evaluate each proposal on its merits and support those where we believe there is a logically demonstrable linkage between the specific proposal and long-term shareholder value. Some of the factors considered when evaluating these proposals include the materiality of the issue, the quality of the current disclosure and business practices, and any progress by the company toward the adoption of best practices and/or industry norms.
VI. Voting in Foreign Markets
Corporate governance standards, disclosure requirements, and voting mechanics vary greatly among the markets outside the United States in which the funds may invest. Each funds votes will be used, where applicable, to advocate for improvements in governance and disclosure by each funds portfolio companies. We will evaluate issues presented to shareholders for each funds foreign holdings in the context with the guidelines described above, as well as local market standards and best practices. The funds will cast their votes in a manner believed to be philosophically consistent with these guidelines, while taking into account differing practices by market. In addition, there may be instances in which the funds elect not to vote, as described below.
Many foreign markets require that securities be blocked or reregistered to vote at a companys meeting. Absent an issue of compelling economic importance, we will generally not subject the fund to the loss of liquidity imposed by these requirements.
The costs of voting (e.g., custodian fees, vote agency fees) in foreign markets may be substantially higher than for U.S. holdings. As such, the fund may limit its voting on foreign holdings in instances in which the issues presented are unlikely to have a material impact on shareholder value.
VII. Voting Shares of a Company that has an Ownership Limitation
Certain companies have provisions in their governing documents that restrict stock ownership in excess of a specified limit. Typically, these ownership restrictions are included in the governing documents of real estate investment trusts, but may be included in other companies governing documents.
A companys governing documents normally allow the company to grant a waiver of these ownership limits, which would allow a fund (or all Vanguard-advised funds) to exceed the stated ownership limit. Sometimes a company will grant a waiver without restriction. From time to time, a company may grant a waiver only if a fund (or funds) agrees to not vote the companys shares in excess of the normal specified limit. In such a circumstance, a fund may refrain from voting shares if owning the shares beyond the companys specified limit is in the best interests of the fund and its shareholders.
In addition, applicable law may require prior regulatory approval to permit ownership of certain regulated issuers voting securities above certain limits or may impose other restrictions on owners of more than a certain percentage of a regulated issuers voting shares. The Board has authorized the funds to vote shares above these limits in the same proportion as votes cast by the issuers entire shareholder base (i.e., mirror vote) or to refrain from voting excess shares if mirror voting is not practicable. For example, rules administered by the Board of Governors of the Federal Reserve System (the FRB) generally require that a person seeking to own more than 10% of a bank regulated by the FRB seek
B-60
prior approval. Vanguard has obtained regulatory approval that allows Vanguard funds to own up to 15% of a class of a banks outstanding voting shares without seeking prior regulatory approval, provided the funds shares in excess of 10% are mirror voted or not voted at all.
These ownership limits may be applied at the individual fund level, across all Vanguard-advised funds, or across all Vanguard funds, regardless of whether they are advised by Vanguard.
VIII. Voting on a Funds Holdings of Other Vanguard Funds
Certain Vanguard funds (owner funds) may, from time to time, own shares of other Vanguard funds (underlying funds). If an underlying fund submits a matter to a vote of its shareholders, votes for and against such matters on behalf of the owner funds will be cast in the same proportion as the votes of the other shareholders in the underlying fund.
IX. Investment Stewardship
The Board has delegated the day-to-day operation of the funds proxy voting process to the Investment Stewardship team (Investment Stewardship), which the Committee oversees. Although most votes will be determined, subject to the individual circumstances of each fund, by reference to the guidelines as separately adopted by each of the funds, there may be circumstances when Investment Stewardship will refer proxy issues to the Committee for consideration. In addition, at any time, the Board has the authority to vote proxies, when, at the Boards or the Committees discretion, such action is warranted.
Investment Stewardship performs the following functions: (1) managing and conducting due diligence of proxy voting vendors; (2) reconciling share positions; (3) analyzing proxy proposals using factors described in the guidelines; (4) determining and addressing potential or actual conflicts of interest that may be presented by a particular proxy; and (5) voting proxies. Investment Stewardship also prepares periodic and special reports to the Board, and any proposed amendments to the procedures and guidelines.
X. The Investment Stewardship Oversight Committee
The Board, including a majority of the independent trustees, appoints the members of the Committee who are senior officers of Vanguard.
The Committee does not include anyone whose primary duties include external client relationship management or sales. This clear separation between the proxy voting and client relationship functions is intended to eliminate any potential conflict of interest in the proxy voting process. In the unlikely event that a member of the Committee believes he or she might have a conflict of interest regarding a proxy vote, that member must recuse himself or herself from the committee meeting at which the matter is addressed, and not participate in the voting decision.
The Committee works with Investment Stewardship to provide reports and other guidance to the Board regarding proxy voting by the funds. The Committee has an obligation to conduct its meetings and exercise its decision-making authority subject to the fiduciary standards of good faith, fairness, and Vanguards Code of Ethics. The Committee shall authorize proxy votes that the Committee determines, at its sole discretion, to be in the best interests of each funds shareholders. In determining how to apply the guidelines to a particular factual situation, the Committee may not take into account any interest that would conflict with the interest of fund shareholders in maximizing the value of their investments.
The Board may review these procedures and guidelines and modify them from time to time. A summary of the procedures and guidelines is available on Vanguards website at vanguard.com.
You may obtain a free copy of a report that details how the funds voted the proxies relating to the portfolio securities held by the funds for the prior 12-month period ended June 30 by logging on to Vanguards website at vanguard.com or the SECs website at www.sec.gov.
B-61
FINANCIAL STATEMENTS
Each Funds Financial Statements for the fiscal year ended November 30, 2017, appearing in the Funds 2017 Annual Reports to Shareholders, and the reports thereon of PricewaterhouseCoopers LLP, an independent registered public accounting firm, also appearing therein, are incorporated by reference into this Statement of Additional Information. For a more complete discussion of each Funds performance, please see the Funds Annual and Semiannual Reports to Shareholders, which may be obtained without charge.
DESCRIPTION OF MUNICIPAL BOND RATINGS
Moodys Rating Symbols
The following describe characteristics of the global long-term (original maturity of 1 year or more) bond ratings provided by Moodys Investors Service, Inc. (Moodys):
AaaJudged to be obligations of the highest quality, they are subject to the lowest level of credit risk.
AaJudged to be obligations of high quality, they are subject to very low credit risk. Together with the Aaa group, they make up what are generally known as high-grade bonds.
AJudged to be upper-medium-grade obligations, they are subject to low credit risk.
BaaJudged to be medium-grade obligations, subject to moderate credit risk, they may possess certain speculative characteristics.
BaJudged to be speculative obligations, they are subject to substantial credit risk.
BConsidered to be speculative obligations, they are subject to high credit risk.
CaaJudged to be speculative obligations of poor standing, they are subject to very high credit risk.
CaViewed as highly speculative obligations, they are likely in, or very near, default, with some prospect of recovery of principal and interest.
CViewed as the lowest rated obligations, they are typically in default, with little prospect for recovery of principal and interest.
Moodys also supplies numerical indicators (1, 2, and 3) to rating categories. The modifier 1 indicates that the security is in the higher end of its rating category, the modifier 2 indicates a mid-range ranking, and the modifier 3 indicates a ranking toward the lower end of the category.
The following describe characteristics of the global short-term (original maturity of 13 months or less) bond ratings provided by Moodys. This ratings scale also applies to U.S. municipal tax-exempt commercial paper.
Prime-1 (P-1)Judged to have a superior ability to repay short-term debt obligations. Prime-2 (P-2)Judged to have a strong ability to repay short-term debt obligations. Prime-3 (P-3)Judged to have an acceptable ability to repay short-term debt obligations. Not Prime (NP)Cannot be judged to be in any of the prime rating categories.
The following describe characteristics of the U.S. municipal short-term bond ratings provided by Moodys:
Moodys ratings for state and municipal notes and other short-term (up to 3 years) obligations are designated Municipal Investment Grade (MIG).
MIG 1Indicates superior quality, enjoying the excellent protection of established cash flows, liquidity support, and broad-based access to the market for refinancing.
MIG 2Indicates strong credit quality with ample margins of protection, although not as large as in the preceding group.
MIG 3Indicates acceptable credit quality, with narrow liquidity and cash-flow protection and less well-established market access for refinancing.
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SGIndicates speculative credit quality with questionable margins of protection.
Standard and Poors Rating Symbols
The following describe characteristics of the long-term (original maturity of 1 year or more) bond ratings provided by Standard and Poors:
AAAThese are the highest rated obligations. The capacity to pay interest and repay principal is extremely strong.
AAThese also qualify as high-grade obligations. They have a very strong capacity to pay interest and repay principal, and they differ from AAA issues only in small degree.
AThese are regarded as upper-medium-grade obligations. They have a strong capacity to pay interest and repay principal although they are somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher-rated categories.
BBBThese are regarded as having an adequate capacity to pay interest and repay principal. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity in this regard. This group is the lowest that qualifies for commercial bank investment.
BB, B, CCC, CC, and CThese obligations range from speculative to significantly speculative with respect to the capacity to pay interest and repay principal. BB indicates the lowest degree of speculation and C the highest.
DThese obligations are in default, and payment of principal and/or interest is likely in arrears.
The ratings from AA to CCC may be modified by the addition of a plus (+) or minus () sign to show relative standing within the major rating categories.
The following describe characteristics of short-term (original maturity of 365 days or less) bond and commercial paper ratings designations provided by Standard and Poors:
A-1These are the highest rated obligations. The capacity of the obligor to pay interest and repay principal is strong. The addition of a plus sign (+) would indicate a very strong capacity.
A-2These obligations are somewhat susceptible to changing economic conditions. The obligor has a satisfactory capacity to pay interest and repay principal.
A-3These obligations are more susceptible to the adverse effects of changing economic conditions, which could lead to a weakened capacity to pay interest and repay principal.
BThese obligations are vulnerable to nonpayment and are significantly speculative, but the obligor currently has the capacity to meet its financial commitments.
CThese obligations are vulnerable to nonpayment, but the obligor must rely on favorable economic conditions to meet its financial commitment.
DThese obligations are in default, and payment of principal and/or interest is likely in arrears.
The following describe characteristics of U.S. municipal short-term (original maturity of 3 years or less) note ratings provided by Standard and Poors:
SP-1This designation indicates a strong capacity to pay principal and interest. SP-2This designation indicates a satisfactory capacity to pay principal and interest. SP-3This designation indicates a speculative capacity to pay principal and interest.
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SAI 075 032018
B-64
PART C
VANGUARD NEW YORK TAX-FREE FUNDS
OTHER INFORMATION
| Item 28. Exhibits |
| Exhibits Description |
| (a) |
Articles of Incorporation, Amended and Restated Agreement and Declaration of Trust, is filed herewith. |
| (b) |
By-Laws, Amended and Restated By-Laws, are filed herewith. |
| (c) |
Instruments Defining Rights of Security Holders, reference is made to Articles III and V of the Registrants Amended and Restated Agreement and Declaration of Trust, refer to Exhibit (a) above. |
| (d) |
Investment Advisory Contracts, The Vanguard Group, Inc., provides investment advisory services to the Funds at cost 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 Agreements, for State Street Bank and Trust Company, is filed herewith. |
| (h) |
Other Material Contracts, Fifth Amended and Restated Funds Service Agreement, is filed herewith. |
| (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., is filed herewith. |
Item 29. Persons Controlled by or under Common Control with Registrant
The Registrant does not control and is not under common control with any other person.
Item 30. Indemnification
The Registrants organizational documents contain provisions indemnifying Trustees and officers against liability incurred in their official capacities. Article VII, Section 2 of the Amended and Restated Agreement and Declaration of Trust provides that the Registrant may indemnify and hold harmless each and every Trustee and officer from and against any and all claims, demands, costs, losses, expenses, and damages whatsoever arising out of or related to the performance of his or her duties as a Trustee or officer. Article VI of the By-Laws generally provides that the Registrant shall indemnify its Trustees and officers from any liability arising out of their past or present service in that capacity. Among other things, this provision excludes any liability arising by reason of willful misfeasance, bad faith, gross negligence, or the reckless disregard of the duties involved in the conduct of the Trustees or officers office with the Registrant.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the Securities Act) may be permitted for directors, officers, or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 31. Business and Other Connections of Investment Adviser
The Vanguard Group, Inc. (Vanguard), is an investment adviser registered under the Investment Advisers Act of 1940, as amended (the Advisers Act). The list required by this Item 31 of officers and directors of Vanguard, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated herein by reference from Form ADV filed by Vanguard pursuant to the Advisers Act (SEC File No. 801-11953).
Item 32. Principal Underwriters
| (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 |
| Karin A. Risi | Director and Chairman and Principal and Chief Executive | None |
| Officer Designee | ||
| Scott A. Conking | Director and Principal | None |
| Kevin Jestice | Director and Principal | None |
| Christopher D. McIsaac | Director and Principal | None |
| Thomas M. Rampulla | Director and Principal | None |
| Michael Rollings | Director and Principal | Finance Director |
| John E. Schadl | Director and Principal and General Counsel | None |
| Mortimer J. Buckley | President | Chief Executive Officer, President, and |
| Trustee | ||
| Brian Dvorak | Assistant Vice President | None |
| Caroline Cosby | Secretary | None |
| Beth Morales Singh | Assistant Secretary | None |
| Aisling Murphy | Chief Compliance Officer | None |
| John T. Marcante | Chief Information Officer | None |
| Ellen Rinaldi | Chief Information Security Officer | None |
| Salvatore L. Pantalone | Financial and Operations Principal and Treasurer | None |
| Amy M. Laursen | Financial and Operations Principal | None |
| Danielle Corey | Annuity and Insurance Officer | None |
| Jeff Seglem | Annuity and Insurance Officer | None |
| Matthew Benchener | Principal | None |
| John Bendl | Principal | None |
| Saundra K. Cusumano | Principal | None |
| James M. Delaplane Jr. | Principal | None |
| Kathleen A. Graham-Kelly | Principal | None |
| Andrew Kadjeski | Principal | None |
| Martha G. King | Principal | None |
| Name | Positions and Office with Underwriter | Positions and Office with Funds | |
| Phillip Korenman | Principal | None | |
| Mike Lucci | Principal | None | |
| Alba E. Martinez | Principal | None | |
| Brian McCarthy | Principal | None | |
| James M. Norris | Principal | None | |
| David Petty | Principal | None | |
| Frank Satterthwaite | Principal | None | |
| c) | Not applicable. | ||
Item 33. Location of Accounts and Records
The books, accounts, and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, and the rules promulgated thereunder will be maintained at the offices of the Registrant, 100 Vanguard Boulevard, Malvern, PA 19355; the Registrants Transfer Agent, The Vanguard Group, Inc., 100 Vanguard Boulevard, Malvern, PA 19355; the Registrants Custodian, State Street Bank and Trust Company, One Lincoln Street, Boston, MA 02111; and the Registrants investment advisor at the location identified in this Registration Statement.
Item 34. Management Services
Other than as set forth in the section entitled Management of the Funds in Part B of this Registration Statement, the Registrant is not a party to any management-related service contract.
Item 35. Undertakings
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant hereby certifies that it meets all requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Valley Forge and the Commonwealth of Pennsylvania, on the 27th day of March, 2018.
VANGUARD NEW YORK TAX-FREE FUNDS
BY:________/s/ Mortimer J. Buckley*_____
Mortimer J. Buckley
Chief Executive Officer, President, and
Trustee
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated:
| Signature | Title | Date |
| /s/ F. William McNabb III* | Chairman of the Board of | March 27, 2018 |
| Trustees | ||
| F. William McNabb III | ||
| /s/ Mortimer J. Buckley* | Chief Executive Officer, | March 27, 2018 |
| President, and Trustee | ||
| Mortimer J. Buckley | ||
| /s/ Emerson U. Fullwood* | Trustee | March 27, 2018 |
| Emerson U. Fullwood | ||
| /s/ Amy Gutmann* | Trustee | March 27, 2018 |
| Amy Gutmann | ||
| /s/ JoAnn Heffernan Heisen* | Trustee | March 27, 2018 |
| JoAnn Heffernan Heisen | ||
| /s/ F. Joseph Loughrey* | Trustee | March 27, 2018 |
| F. Joseph Loughrey | ||
| /s/ Mark Loughridge* | Trustee | March 27, 2018 |
| Mark Loughridge | ||
| /s/ Scott C. Malpass* | Trustee | March 27, 2018 |
| Scott C. Malpass | ||
| /s/ Deanna Mulligan* | Trustee | March 27, 2018 |
| Deanna Mulligan | ||
| /s/ André F. Perold* | Trustee | March 27, 2018 |
| André F. Perold | ||
| /s/ Sarah Bloom Raskin* | Trustee | March 27, 2018 |
| Sarah Bloom Raskin | ||
| /s/ Peter F. Volanakis* | Trustee | March 27, 2018 |
| Peter F. Volanakis | ||
| /s/ Thomas J. Higgins* | Chief Financial Officer | March 27, 2018 |
| Thomas J. Higgins | ||
*By: /s/ Anne E. Robinson
Anne E. Robinson, pursuant to a Power of Attorney filed on January 18, 2018, see File Number 33-32216, Incorporated by Reference.
| INDEX TO EXHIBITS | |
| Articles of Incorporation, Amended and Restated Agreement and Declaration of Trust | Ex-99.A |
| By-Laws, Amended and Restated By-Laws | Ex-99.B |
| Custodian Agreements, State Street Bank and Trust Company | Ex-99.G |
| Other Material Contracts, Fifth Amended and Restated Funds Service Agreement | Ex-99.H |
| Other Opinions, Consent of Independent Registered Public Accounting Firm. | Ex-99.J |
| Rule 18f-3 Plan | Ex-99.N |
| Code of Ethics, The Vanguard Group, Inc | Ex-99.P |
AMENDMENT NO. 1 TO AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST
OF
VANGUARD NEW YORK TAX-FREE FUNDS
This Amendment No. 1 (the Amendment) to the Amended and Restated
Agreement and Declaration of Trust of Vanguard New York Tax-Free Funds (the Trust) amends, effective March 28, 2017, the Amended and Restated Agreement and Declaration of
Trust of the Trust dated as of November 19, 2008, as amended (the Agreement).
By resolutions adopted at a meeting of the Trusts Board of Trustees (the
Board) on September 22 & 23, 2016, the Board approved this Amendment. Under Article VIII,
Section 4 of the Agreement, this Amendment may be executed by a duly authorized officer of the Trust.
WHEREAS, the Trust desires to amend the Agreement to reflect the name change of Vanguard New York Tax-Exempt Money Market Fund to Vanguard New York Municipal Money Market Fund, a series of the Trust;
NOW, THEREFORE, the Agreement is hereby amended as follows:
| 1. |
Schedule A of the Agreement is hereby amended and restated to read in its entirety as set forth on Exhibit 1 to this Amendment. |
| 2. |
All references in the Agreement to the Amended Declaration of Trust or Declaration of Trust shall mean the Agreement as amended by this |
|
Amendment. |
|
| 3. |
Except as specifically amended by this Amendment, the Agreement is hereby confirmed and remains in full force and effect. |
IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Trust, has executed this Amendment as of February___ 2017.
VANGUARD NEW YORK TAX-FREE FUNDS
By:
Name: Laura Merianos
Title: Assistant Secretary
EXHIBIT 1
TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
OF
VANGUARD NEW YORK TAX-FREE FUNDS
SCHEDULE A
VANGUARD NEW YORK TAX-FREE FUNDS
SERIES AND CLASSES OF THE TRUST
SERIES Vanguard New York Long-Term Tax-Exempt Fund Vanguard New York Municipal Money Market Fund |
CLASSES Investor, Admiral Investor |
107984, 2 11/6/2017
AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST
OF
VANGUARD NEW YORK TAX-FREE FUNDS
WHEREAS, this AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of Vanguard New York Tax-Free Funds (the Trust) is made and entered into as of the date set forth below by the Trustees named hereunder for the purpose of continuing the Trust as a Delaware statutory trust in accordance with the provisions hereinafter set forth;
WHEREAS, the Trust was formed upon the filing of a certificate of trust in the Office of the Secretary of State of the State of Delaware on January 28, 1998 pursuant to a declaration of trust dated January 23, 1998 (the Original Declaration of Trust);
WHEREAS, the Original Declaration of Trust was amended on July 19, 2002 (as so amended, the Amended Declaration of Trust); and
WHEREAS, the Trustees consider it appropriate to amend and restate the Amended Declaration of Trust in accordance with the terms of the Amended Declaration of Trust and the Delaware Act.
NOW, THEREFORE, the Amended Declaration of Trust is hereby amended and restated as follows and the Trustees do hereby declare that the Trustees will hold IN TRUST all cash, securities and other assets that the Trust now possesses or may hereafter acquire from time to time in any manner and manage and dispose of the same upon the following terms and conditions.
ARTICLE I.
Name and Definitions
Section 1. Name. The name of the Trust is VANGUARD NEW YORK TAX-FREE FUNDS and the Trustees shall conduct the business of the Trust under that name or any other name as they may from time to time determine. If the Trustees determine to change the name of the Trust, they may adopt such other name for the Trust as they deem proper. Any name change shall become effective upon approval by the Trustees of such change and the filing of a certificate of amendment under the Delaware Act. Any such action shall have the status of an amendment to this Declaration of Trust.
| Section 2. | Definitions. | Whenever used herein, unless otherwise required by |
| the context or specifically provided: | ||
2
(a) Amended Declaration of Trust shall have the meaning set forth in the recitals to this Declaration of Trust;
| (b) | By-Laws shall mean the By-Laws of the Trust as amended from | |
| time to time; | ||
| (c) | Commission shall have the respective meanings given it in | |
Section 2(a)(7) and Section (2)(a)(29) of the 1940 Act;
(d) Declaration of Trust shall mean this Amended and Restated Agreement and Declaration of Trust, as amended or restated from time to time;
(e) Delaware Act refers to Delaware Statutory Trust Act, 12 Del. C.
§ 3801 et. seq. (as amended and in effect from time to time);
(f) Interested Person shall have the meaning given it in Section
2(a)(19) of the 1940 Act;
(g) Investment Adviser or Adviser means a party furnishing services to the Trust pursuant to any contract described in Article IV, Section 6(a) hereof;
(h) 1940 Act refers to the Investment Company Act of 1940 and the Rules and Regulations thereunder, all as amended from time to time. References herein to specific sections of the 1940 Act shall be deemed to include such Rules and Regulations as are applicable to such sections as determined by the Trustees or their designees;
(i) Original Declaration of Trust shall have the meaning set forth in the recitals to this Declaration of Trust;
(j) Principal Underwriter shall have the respective meanings given it in Section 2(a)(7) and Section (2)(a)(29) of the 1940 Act;
(k) Prior Declaration of Trust refers to the original Declaration of Trust and the Amended Declaration of Trust, each as from time to time in effect prior to the date hereof;
(l) Person means and includes individuals, corporations, partnerships, trusts, foundations, plans, associations, joint ventures, estates and other entities, whether or not legal entities, and governments and agencies and political subdivisions thereof, whether domestic or foreign;
(m) Series refers to each Series of Shares referenced in, or established under or in accordance with, the provisions of Article III.
(n) Shareholder means a record owner of outstanding Shares;
3
(o) Shares means the shares of beneficial interest into which the beneficial interest in the Trust shall be divided from time to time and includes fractions of Shares as well as whole Shares;
(p) Trust shall have the meaning set forth in the recitals to this
Declaration of Trust;
(q) Trustees or Board of Trustees refers to the persons who have signed this Declaration of Trust and all other persons who were or may from time to time be duly elected or appointed to serve on the Board of Trustees in accordance with the provisions hereof or of the Prior Declaration of Trust, so long as they continue in office in accordance with the terms hereof and reference herein to a Trustee or the Trustees shall refer to such person or persons in their capacity as trustees hereunder; and
(r) Trust Property means any and all property, real or personal, tangible or intangible, which is owned or held by or for the account of the Trust.
ARTICLE II.
Purpose of Trust
The purpose of the Trust is to conduct, operate and carry on the business of a management investment company registered under the 1940 Act through one or more Series investing primarily in securities.
ARTICLE III.
Shares
Section 1. Division of Beneficial Interest. The beneficial interest in the Trust shall at all times be divided into an unlimited number of Shares, with a par value of $ .001 per Share unless the Trustees shall designate another par value in connection with the issuance of Shares or with respect to outstanding Shares as provided in Section 5 of this Article III. The Trustees may authorize the division of Shares into separate Series and the division of Series into separate classes of Shares. The different Series shall be established and designated, and the variations in the relative rights and preferences as between the different Series shall be fixed and determined, by the Trustees. If no Series shall be established or if only one Series shall be established, the Shares shall have the rights and preferences provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein.
Subject to the provisions of Section 6 of this Article III, each Share shall have voting rights as provided in Article V hereof, and holders of the Shares of any Series shall be entitled to receive dividends, when, if and as declared with respect thereto in the manner provided in Article VI, Section 1 hereof. No Share shall have any priority or preference over any other Share of the same Series with respect to dividends or distributions of the Trust or
4
otherwise. All dividends and distributions shall be made ratably among all Shareholders of a Series (or class) from the assets held with respect to such Series according to the number of Shares of such Series (or class) held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to any additional Shares or other securities issued by the Trust or any Series. The Trustees may from time to time divide or combine the Shares of a Series into a greater or lesser number of Shares of such Series without thereby materially changing the proportionate beneficial interest of such Shares in the assets held with respect to that Series or materially affecting the rights of Shares of any other Series.
All references to Shares in this Declaration of Trust shall be deemed to be Shares of the Trust and of any or all Series or classes thereof, as the context may require. All provisions herein relating to the Trust shall apply equally to each Series of the Trust and each class thereof, except as the context otherwise requires.
All Shares issued hereunder, including Shares issued in connection with a dividend in Shares or a split or reverse split of Shares, shall be fully paid and non-assessable.
Section 2. Ownership of Shares. The ownership of Shares shall be recorded on the books of the Trust or a transfer or similar agent for the Trust, which books shall be maintained separately for the Shares of each Series (and class). No certificates evidencing the ownership of Shares shall be issued except as the Board of Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the transfer of Shares of each Series (and class) and similar matters. The record books of the Trust as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to the identity of the Shareholders of each Series (and class) and as to the number of Shares of each Series (and class) held from time to time by each Shareholder.
Section 3. Investments in the Trust. Investments may be accepted by the Trust from such Persons, at such times, on such terms, and for such consideration as the Trustees from time to time may authorize. Each investment shall be credited to the Shareholders account in the form of full and fractional Shares of the Trust, in such Series (or class) as the purchaser shall select, at the net asset value per Share next determined for such Series (or class) after receipt of the investment; provided, however, that the Trustees may, in their sole discretion, impose a sales charge or reimbursement fee upon investments in the Trust.
Section 4. Status of Shares and Limitation of Personal Liability. Shares shall be deemed to be personal property giving only the rights provided in this Declaration of Trust and the By-Laws of the Trust. Every Shareholder by virtue of having become a Shareholder shall be held to have expressly assented and agreed to the terms hereof. The death, incapacity, dissolution, termination or bankruptcy of a Shareholder during the existence of the Trust shall not operate to terminate the Trust, nor entitle the representative of any such Shareholder to an accounting or to take any action in court or elsewhere against the Trust or the Trustees, but shall entitle such representative only to the rights of such Shareholder under this Declaration of Trust. Ownership of Shares shall not entitle a Shareholder to any title in or to the whole or any part of
5
the Trust Property or right to call for a partition or division of the same or for an accounting, nor shall the ownership of Shares constitute the Shareholders as partners or joint venturers. Neither the Trust nor the Trustees, nor any officer, employee nor agent of the Trust shall have any power to bind personally any Shareholder, or to call upon any Shareholder for the payment of any sum of money or assessment whatsoever other than such as the Shareholder may at any time agree to pay.
Section 5. Power of Board of Trustees to Change Provisions Relating to Shares. Notwithstanding any other provision of this Declaration of Trust to the contrary, and without limiting the power of the Board of Trustees to amend the Declaration of Trust as provided elsewhere herein, the Board of Trustees shall have the power to amend this Declaration of Trust, at any time and from time to time, in such manner as the Board of Trustees may determine in their sole discretion, without the need for Shareholder action, so as to add to, delete, replace or otherwise modify any provisions relating to the Shares contained in this Declaration of Trust, provided that before adopting any such amendment without Shareholder approval the Board of Trustees shall determine that it is consistent with the fair and equitable treatment of all Shareholders and that Shareholder approval is not required by the 1940 Act or other applicable federal law. If Shares have been issued, Shareholder approval shall be required to adopt any amendments to this Declaration of Trust which would adversely affect to a material degree the rights and preferences of the Shares of any Series (or class) or to increase or decrease the par value of the Shares of any Series (or class).
Section 6. Establishment and Designation of Shares. The Series and classes of Shares existing as of the date of this Declaration of Trust are those Series and classes that have been established under the Prior Declaration of Trust and not heretofore terminated which are indicated on Schedule A attached hereto and made a part hereof (Schedule A). The establishment of any additional Series (or class) of Shares shall be effective upon the adoption by the Trustees of a resolution that sets forth the designation of, or otherwise identifies, such Series (or class), whether directly in such resolution or by reference to, or approval of, another document that sets forth the designation of, or otherwise identifies, such Series (or class) including any registration statement of the Trust or such Series (or class), any amendment and/or restatement of this Declaration of Trust and/or Schedule A or as otherwise provided in such resolution. Upon the establishment of any additional Series (or class) of Shares or the termination of any existing Series (or class) of Shares, Schedule A shall be amended to reflect the addition or termination of such Series (or class) and any officer of the Trust is hereby authorized to make such amendment; provided that amendment of Schedule A shall not be a condition precedent to the establishment or termination of any Series (or class) in accordance with this Declaration of Trust. The relative rights and preferences of the Shares of the Trust and each Series and each class thereof shall be as set forth herein and as set forth in any registration statement relating thereto, unless otherwise provided in the resolution establishing such Series or class.
Shares of each Series (or class) established pursuant to this Section 6, unless otherwise provided in the resolution establishing such Series (or class) or in any registration statement relating thereto, shall have the following relative rights and preferences:
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(a) Assets Held with Respect to a Particular Series. All consideration received by the Trust for the issue or sale of Shares of a Series, including dividends and distributions paid by, and reinvested in, such Series, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof from whatever source derived, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall irrevocably be held with respect to that Series for all purposes, and shall be so recorded upon the books of account of the Trust. Such consideration, assets, income, earnings, profits and proceeds thereof, from whatever source derived, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds, in whatever form the same may be, are herein referred to as assets held with respect to that Series. In the event that there are any assets, income, earnings, profits and proceeds thereof, funds or payments that are not readily identifiable as assets held with respect to the Trust or any particular Series (collectively General Assets), the Trustees shall allocate such General Assets to, between or among the Trust and/or any one or more of the Series in such manner and on such basis as the Trustees, in their sole discretion, deem fair and equitable, and any General Asset so allocated to a particular Series shall be held with respect to that Series. Each such allocation by the Trustees shall be conclusive and binding upon the Shareholders of all Series for all purposes in absence of manifest error.
(b) Liabilities Held with Respect to a Particular Series. The assets of the Trust held with respect to each Series shall be charged with the liabilities of the Trust with respect to such Series and all expenses, costs, charges and reserves attributable to such Series, and any general liabilities of the Trust that are not readily identifiable as being held in respect of a Series shall be allocated and charged by the Trustees to and among the Trust and/or any one or more Series in such manner and on such basis as the Trustees in their sole discretion deem fair and equitable. The liabilities, expenses, costs, charges, and reserves so charged to a Series are herein referred to as liabilities held with respect to that Series. Each allocation of liabilities, expenses, costs, charges and reserves by the Trustees shall be conclusive and binding upon the Shareholders of all Series for all purposes in absence of manifest error. All liabilities held with respect to a particular Series shall be enforceable against the assets held with respect to such Series only and not against the assets of the Trust generally or against the assets held with respect to any other Series and, except as otherwise provided in this Declaration of Trust, none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Trust generally or any other Series thereof shall be enforceable against the assets of such Series. As and to the extent provided in Section 3804(a) of the Delaware Act, separate and distinct records shall be maintained for each Series and the assets held with respect to each Series shall be held in such separate and distinct records (directly or indirectly, including through a nominee or otherwise) and accounted for in such separate and distinct records separately from the assets held with respect to all other Series and the General Assets of the Trust not allocated to such Series. Notice of this limitation on inter-Series liabilities shall be set forth in the certificate of trust of the Trust (whether originally or by amendment).
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(c) Dividends, Distributions, Redemptions, and Repurchases. No dividend or distribution including any distribution paid in connection with termination of the Trust or of any Series (or class) with respect to, or any redemption or repurchase of, the Shares of any Series (or class) shall be effected by the Trust other than from the assets held with respect to such Series, nor shall any Shareholder of any Series otherwise have any right or claim against the assets held with respect to any other Series except to the extent that such Shareholder has such a right or claim hereunder as a Shareholder of such other Series. The Trustees shall have full discretion to determine which items shall be treated as income and which items as capital; and each such determination and allocation shall be conclusive and binding upon the Shareholders in absence of manifest error.
(d) Voting. All Shares entitled to vote on a matter shall vote without differentiation between the separate Series on a one-vote-per-each dollar (and a fractional vote for each fractional dollar) of the net asset value of each Share (including fractional shares) basis; provided however, if a matter to be voted on affects only the interests of one or more but not all Series (or one or more but not all of a class of a Series), then only the Shareholders of such affected Series (or class) shall be entitled to vote on the matter.
(e) Equality. All the Shares of each Series shall represent an equal proportionate undivided interest in the assets held with respect to such Series (subject to the liabilities of such Series and such rights and preferences as may have been established and designated with respect to classes of Shares within such Series), and each Share of a Series shall be equal to each other Share of such Series.
(f) Fractions. Any fractional Share of a Series shall have proportionately all the rights and obligations of a whole share of such Series, including rights with respect to voting, receipt of dividends and distributions and redemption of Shares.
(g) Exchange Privilege. The Trustees shall have the authority to provide that the Shareholders of any Series shall have the right to exchange such Shares for Shares of one or more other Series in accordance with such requirements and procedures as may be established by the Trustees.
(h) Combination of Series. The Trustees shall have the authority, without the approval of the Shareholders of any Series unless otherwise required by applicable federal law, to combine the assets and liabilities held with respect to any two or more Series into assets and liabilities held with respect to a single Series.
(i) Elimination of Series. At any time that there are no Shares outstanding of a Series (or class), the Trustees may abolish such Series (or class).
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ARTICLE IV.
The Board of Trustees
Section 1. Number, Election and Tenure. The number of Trustees constituting the Board of Trustees shall be fixed from time to time by a written instrument signed, or by resolution approved at a duly constituted meeting, by a majority of the Board of Trustees, provided, however, that the number of Trustees shall at all times be at least one (1). Subject to the requirements of Section 16(a) of the 1940 Act, the Board of Trustees, by action of a majority of the then Trustees at a duly constituted meeting, may fill vacancies in the Board of Trustees and remove Trustees with or without cause. Each Trustee shall serve during the continued lifetime of the Trust until he or she dies, resigns, is declared bankrupt or incompetent by a court of competent jurisdiction, or is removed. Any Trustee may resign at any time by written instrument signed by him and delivered to any officer of the Trust or to a meeting of the Trustees. Such resignation shall be effective upon receipt unless specified to be effective at some other time. Except to the extent expressly provided in a written agreement with the Trust, no Trustee resigning and no Trustee removed shall have any right to any compensation for any period following his or her resignation or removal, or any right to damages or other payment on account of such removal. Any Trustee may be removed at any meeting of Shareholders by a vote of two-thirds of the total combined net asset value of all Shares of the Trust issued and outstanding. A meeting of Shareholders for the purpose of electing or removing one or more Trustees may be called (i) by the Trustees upon their own vote, or (ii) upon the demand of Shareholders owning 10% or more of the Shares entitled to vote.
Section 2. Effect of Death, Resignation, etc. of a Trustee. The death, declination, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever a vacancy in the Board of Trustees shall occur, until such vacancy is filled as provided in Article IV, Section 1, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust.
Section 3. Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Board of Trustees, and such Board of Trustees shall have all powers necessary or convenient to carry out that responsibility including the power to engage in transactions of all kinds on behalf of the Trust. Trustees, in all instances, shall act as principals and are and shall be free from the control of the Shareholders. The Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts, documents and instruments that they may consider desirable, necessary or appropriate in connection with the administration of the Trust. Without limiting the foregoing, the Trustees may: adopt, amend and repeal By-Laws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust; elect and remove such officers and appoint and terminate such agents as they consider appropriate; appoint from their own number and establish and terminate one or more committees consisting of one or more Trustees who may exercise the powers and authority of the Board of Trustees to the extent that the Trustees
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determine; employ one or more custodians of the assets of the Trust and may authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank, retain a transfer agent or a shareholder servicing agent, or both; provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters or otherwise; redeem, repurchase and transfer Shares pursuant to applicable federal law; set record dates for the determination of Shareholders with respect to various matters; declare and pay dividends and distributions to Shareholders of each Series from the assets of such Series; establish from time to time, in accordance with the provisions of Article III, Section 6 hereof, any Series of Shares, each such Series to operate as a separate and distinct investment medium and with separately defined investment objectives and policies and distinct investment purpose; and in general delegate such authority as they consider desirable to any officer of the Trust, to any committee of the Trustees and to any agent or employee of the Trust or to any such custodian, transfer or shareholder servicing agent, Investment Adviser or Principal Underwriter. Any determination as to what is in the interests of the Trust made by the Trustees in good faith shall be conclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees.
Without limiting the foregoing, the Trust shall have power and authority:
(a) To invest and reinvest cash and cash items, to hold cash uninvested, and to subscribe for, invest in, reinvest in, purchase or otherwise acquire, own, hold, pledge, sell, assign, transfer, exchange, distribute, write options on, lend or otherwise deal in or dispose of contracts for the future acquisition or delivery of all types of securities, futures contracts and options thereon, and forward currency contracts of every nature and kind, including all types of bonds, debentures, stocks, preferred stocks, negotiable or non-negotiable instruments, obligations, evidences of indebtedness, certificates of deposit or indebtedness, commercial paper, repurchase agreements, bankers acceptances, and other securities of any kind, issued, created, guaranteed, or sponsored by any and all Persons, including states, territories, and possessions of the United States and the District of Columbia and any political subdivision, agency, or instrumentality thereof, any foreign government or any political subdivision of the U.S. Government or any foreign government, or any international instrumentality or organization, or by any bank or savings institution, or by any corporation or organization organized under the laws of the United States or of any state, territory, or possession thereof, or by any corporation or organization organized under any foreign law, or in "when issued" contracts for any such securities, futures contracts and options thereon, and forward currency contracts, to change the investments of the assets of the Trust; and to exercise any and all rights, powers, and privileges of ownership or interest in respect of any and all such investments of every kind and description, including the right to consent and otherwise act with respect thereto, with power to designate one or more Persons, to exercise any of said rights, powers, and privileges in respect of any of said instruments;
(b) To sell, exchange, lend, pledge, mortgage, hypothecate, lease, or write options with respect to or otherwise deal in any property rights relating to any or all of the assets of the Trust or any Series;
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(c) To vote or give assent, or exercise any rights of ownership, with respect to stock or other securities or property; and to execute and deliver proxies or powers of attorney to such person or persons as the Trustees shall deem proper, granting to such person or persons such power and discretion with relation to securities or property as the Trustees shall deem proper;
(d) To exercise powers and right of subscription or otherwise which in any manner arise out of ownership of securities;
(e) To hold any security or property in a form not indicating that it is trust property, whether in bearer, unregistered or other negotiable form, or in its own name or in the name of a custodian or subcustodian or a nominee or nominees or otherwise or to authorize the custodian or a subcustodian or a nominee or nominees to deposit the same in a securities depository, subject in each case to the applicable provisions of the 1940 Act;
(f) To consent to, or participate in, any plan for the reorganization, consolidation or merger of any corporation or issuer of any security which is held in the Trust; to consent to any contract, lease, mortgage, purchase or sale of property by such corporation or issuer; and to pay calls or subscriptions with respect to any security held in the Trust;
(g) To join with other security holders in acting through a committee, depository, voting trustee or otherwise, and in that connection to deposit any security with, or transfer any security to, any such committee, depository or trustee, and to delegate to them such power and authority with relation to any security (whether or not so deposited or transferred) as the Trustees shall deem proper, and to agree to pay, and to pay, such portion of the expenses and compensation of such committee, depository or trustee as the Trustees shall deem proper;
(h) To litigate, compromise, arbitrate, settle or otherwise adjust claims in favor of or against the Trust or a Series, or any matter in controversy, including but not limited to claims for taxes;
(i) To enter into joint ventures, general or limited partnerships and any other combinations or associations;
(j) To borrow funds or other property in the name of the Trust or Series exclusively for Trust (or such Series) purposes;
(k) To endorse or guarantee the payment of any notes or other obligations of any Person; to make contracts of guaranty or suretyship, or otherwise assume liability for payment thereof;
(l) To purchase and pay for entirely out of Trust Property such insurance as the Trustees may deem necessary, desirable or appropriate for the conduct of the business, including insurance policies insuring the assets of the Trust or payment of distributions
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and principal on its portfolio investments, and insurance policies insuring the Shareholders, Trustees, officers, employees, agents, Investment Adviser, principal underwriters, or independent contractors of the Trust, individually against all claims and liabilities of every nature arising by reason of holding Shares, holding, being or having held any such office or position, or by reason of any action alleged to have been taken or omitted by any such Person as Trustee, officer, employee, agent, Investment Adviser, Principal Underwriter, or independent contractor, including any action taken or omitted that may be determined to constitute negligence, whether or not the Trust would have the power to indemnify such Person against liability;
(m) To adopt, establish and carry out pension, profit-sharing, share bonus, share purchase, savings, thrift and other retirement, incentive and benefit plans, trusts and provisions, including the purchasing of life insurance and annuity contracts as a means of providing such retirement and other benefits, for any or all of the Trustees, officers, employees and agents of the Trust; and
(n) Subject to the 1940 Act, to engage in any other lawful act or activity in which a statutory trust organized under the Delaware Act may engage.
The Trust shall not be limited to investing in obligations maturing before the possible termination of the Trust or one or more of its Series. The Trust shall not in any way be bound or limited by any present or future law or custom in regard to investment by fiduciaries. The Trust shall not be required to obtain any court order to deal with any assets of the Trust or take any other action hereunder.
Section 4. Payment of Expenses by the Trust. Subject to the provisions of Article III, Section 6(b), the Trustees are authorized to pay or cause to be paid out of the principal or income of the Trust or Series, or partly out of the principal and partly out of income, and to charge or allocate the same to, between or among such one or more of the Series that may be established or designated pursuant to Article III, Section 6, all expenses, fees, charges, taxes and liabilities incurred or arising in connection with the Trust or Series, or in connection with the management thereof, including, but not limited to, the Trustees compensation and such expenses and charges for the services of the Trusts officers, employees, Investment Adviser,
Principal Underwriter, auditors, counsel, custodian, transfer agent, Shareholder servicing agent, and such other agents or independent contractors and such other expenses and charges as the Trustees may deem necessary or proper to incur.
Section 5. Ownership of Assets of the Trust. Title to all of the assets of the Trust shall at all times be considered as vested in the Trust, except that the Trustees shall have power to cause legal title to any Trust Property to be held by or in the name of one or more of the Trustees, or in the name of the Trust, or in the name of any other Person as nominee, on such terms as the Trustees may determine. Upon the resignation, incompetency, bankruptcy, removal, or death of a Trustee he or she shall automatically cease to have any such title in any of the Trust Property, and the title of such Trustee in the Trust Property shall vest automatically in the remaining Trustees. Such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered. The Trustees may determine that
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the Trust or the Trustees, acting for and on behalf of the Trust, shall be deemed to hold beneficial ownership of any income earned on the securities owned by the Trust, whether domestic or foreign.
Section 6.
Service Contracts.
(a) The Trustees may, at any time and from time to time, contract for exclusive or nonexclusive advisory, management and/or administrative services for the Trust or for any Series with any Person; and any such contract may contain such other terms as the Trustees may determine, including authority for the Investment Adviser to determine from time to time without prior consultation with the Trustees what investments shall be purchased, held, sold or exchanged and what portion, if any, of the assets of the Trust shall be held uninvested and to make changes in the Trusts investments, and such other responsibilities as may specifically be delegated to such Person.
(b) The Trustees may also, at any time and from time to time, contract with any Persons, appointing such Persons exclusive or nonexclusive distributor or Principal Underwriter for the Shares of one or more of the Series or other securities to be issued by the Trust. Every such contract may contain such other terms as the Trustees may determine.
(c) The Trustees are also empowered, at any time and from time to time, to contract with any Persons, appointing such Person(s) to serve as custodian(s), transfer agent and/or shareholder servicing agent for the Trust or one or more of its Series. Every such contract shall comply with such terms as may be required by the Trustees.
(d) The Trustees are further empowered, at any time and from time to time, to contract with any Persons to provide such other services to the Trust or one or more of the Series, as the Trustees determine to be in the best interests of the Trust and the applicable Series.
| (e) |
The fact that: |
|
(i) any of the Shareholders, Trustees, or officers of the Trust is |
a shareholder, director, officer, partner, trustee, employee, Investment Adviser, Principal Underwriter, distributor, or affiliate or agent of or for any Person with which an advisory, management or administration contract, or Principal
Underwriters or distributors contract, or transfer, shareholder servicing or other type of service contract may be made, or that
(ii) any Person with which an advisory, management or administration contract or Principal Underwriters or distributors contract, or transfer, shareholder servicing or other type of service contract may be made also has an advisory, management or administration contract, or principal underwriters or distributors contract, or transfer, shareholder servicing or other service contract, or has other business or interests with any other Person,
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shall not affect the validity of any such contract or disqualify any Shareholder, Trustee or officer of the Trust from voting upon or executing the same, or create any liability or accountability to the Trust or its Shareholders, provided approval of each such contract is made pursuant to the applicable requirements of the 1940 Act.
ARTICLE V.
Shareholders Voting Powers and Meetings
Subject to the provisions of Article III, Sections 5 and 6(d), the Shareholders shall have right to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1, and (ii) with respect to such additional matters relating to the Trust as may be required by the applicable provisions of the 1940 Act, including Section 16(a) thereof, and (iii) on such other matters as the Trustees may consider necessary or desirable. Provisions relating to meetings, quorum, required vote, record date and other matters relating to Shareholder voting rights are as provided in the By-Laws.
ARTICLE VI.
Net Asset Value, Distributions, and Redemptions
Section 1. Determination of Net Asset Value, Net Income, and Distributions. Subject to Article III, Section 6 hereof, the Trustees, in their absolute discretion, may prescribe and shall set forth in the By-Laws or in a duly adopted resolution of the Trustees such bases and time for determining the per Share net asset value of the Shares of the Trust or any Series (or class) and the declaration and payment of dividends and distributions on the Shares of the Trust or any Series (or class), as they may deem necessary or desirable.
Section 2. Redemptions and Repurchases. The Trust shall purchase such Shares as are offered by any Shareholder for redemption, upon receipt by the Trust or a Person designated by the Trust that the Trust redeem such Shares or in accordance with such procedures for redemption as the Trustees may from time to time authorize; and the Trust will pay therefor the net asset value thereof, in accordance with the By-Laws and the applicable provisions of the 1940 Act. Payment for said Shares shall be made by the Trust to the Shareholder within seven days after the date on which the request for redemption is received in proper form. The obligation set forth in this Section 2 is subject to the provision that in the event that any time the
New York Stock Exchange (the Exchange) is closed for other than weekends or holidays, or if permitted by the Rules of the Commission during periods when trading on the Exchange is restricted or during any emergency which makes it impracticable for the Trust to dispose of the investments of the applicable Series or to determine fairly the value of the net assets held with respect to such Series or during any other period permitted by order of the Commission for the protection of investors, such obligations may be suspended or postponed by the Trustees.
The redemption price may in any case or cases be paid in cash or wholly or partly
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in kind in accordance with Rule 18f-1 under the 1940 Act if the Trustees determine that such payment is advisable in the interest of the remaining Shareholders of the Series of which the Shares are being redeemed. Subject to the foregoing, the selection and quantity of securities or other property so paid or delivered as all or part of the redemption price shall be determined by or under authority of the Trustees. In no case shall the Trust be liable for any delay of any corporation or other Person in transferring securities selected for delivery as all or part of any payment in kind.
Section 3. Redemptions at the Option of the Trust. The Trust shall have the right, at its option, upon 30 days notice to the affected Shareholder at any time to redeem Shares of any Shareholder at the net asset value thereof as described in Section 1 of this Article VI: (i) if at such time such Shareholder owns Shares of any Series having an aggregate net asset value of less than a minimum value determined from time to time by the Trustees; or (ii) to the extent that such Shareholder owns Shares of a Series equal to or in excess of a maximum percentage of the outstanding Shares of such Series determined from time to time by the Trustees; or (iii) to the extent that such Shareholder owns Shares equal to or in excess of a maximum percentage, determined from time to time by the Trustees, of the outstanding Shares of the Trust.
Section 4. Transfer of Shares. The Trust shall transfer shares held of record by any Person to any other Person upon receipt by the Trust or a Person designated by the Trust of a written request therefore in such form and pursuant to such procedures as may be approved by the Trustees.
ARTICLE VII.
Compensation and Limitation of Liability
Section 1. Compensation of Trustees. Any Trustee, whether or not he is a salaried officer or employee of the Trust, may be compensated for his services as Trustee or as a member of a committee of Trustees, or as chairman of a committee by fixed periodic payments or by fees for attendance at meetings, by both or otherwise, and in addition may be reimbursed for transportation and other expenses, all in such manner and amounts as the Board of Trustees may from time to time determine. Nothing herein shall in any way prevent the employment of any Trustee to provide advisory, management, legal, accounting, investment banking or other services to the Trust and to be specially compensated for such services by the Trust.
Section 2. Limitation of Liability and Indemnification. A Trustee, when acting in such capacity, shall not be personally liable to any Person, other than the Trust or a Shareholder to the extent provided in this Article VII, for any act, omission or obligation of the Trust, of such Trustee or of any other Trustee. The Trustees shall not be responsible or liable in any event for any neglect or wrong-doing of any officer, agent, employee, Investment Adviser or Principal Underwriter of the Trust, nor shall any Trustee be responsible for the act or omission of any other Trustee, and, subject to the provisions of the By-Laws, the Trust out of its assets may indemnify and hold harmless each and every Trustee and officer of the Trust from and against any and all claims, demands, costs, losses, expenses, and damages whatsoever arising out of or
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related to such Trustees or officers performance of his or her duties as a Trustee or officer of the Trust.
Every note, bond, contract, instrument, certificate or undertaking and every other act or thing whatsoever issued, executed or done by or on behalf of the Trust or the Trustees or any of them in connection with the Trust shall be conclusively deemed to have been issued, executed or done only in or with respect to their or his or her capacity as Trustees or Trustee, and such Trustees or Trustee shall not be personally liable thereon.
Section 3. Trustees Good Faith Action, Expert Advice, No Bond or Surety. The exercise by the Trustees of their powers hereunder shall be binding upon everyone interested in or dealing with the Trust. A Trustee shall be liable to the Trust and to any Shareholder solely for his or her own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee, and shall not be liable for errors of judgment or mistakes of fact or law. The Trustees may take advice of counsel or other experts with respect to the meaning and operation of this Declaration of Trust, and shall be under no liability for any act or omission in accordance with such advice nor for failing to follow such advice. The Trustees shall not be required to give any bond as such, nor any surety if a bond is required.
Section 4. Insurance. The Trustees shall be entitled and empowered to the fullest extent permitted by law to purchase with Trust assets insurance for liability and for all expenses reasonably incurred or paid or expected to be paid by a Trustee or officer in connection with any claim, action, suit or proceeding in which he or she becomes involved by virtue of his or her capacity or former capacity with the Trust, whether or not the Trust would have the power to indemnify him or her against such liability under the provisions of this Article.
ARTICLE VIII.
Miscellaneous
Section 1. Liability of Third Persons Dealing with Trustees. No Person dealing with the Trustees shall be bound to make any inquiry concerning the validity of any transaction made or to be made by the Trustees or to see to the application of any payments made or property transferred to the Trust or upon its order.
Section 2. Termination of the Trust or Any Series. Unless terminated as provided herein, the Trust shall continue without limitation of time. The Trust may be dissolved at any time by the Trustees upon 60 days prior written notice to the Shareholders. Any Series of Shares may be dissolved at any time by the Trustees upon 60 days prior written notice to the Shareholders of such Series. Any action to dissolve the Trust shall be deemed to also be an action to dissolve each Series and each class thereof.
In accordance with Section 3808 of the Delaware Act, upon dissolution of the Trust or any Series, as the case may be, after paying or otherwise providing for all charges, taxes,
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expenses and liabilities held, severally, with respect to each Series or the applicable Series, as the case may be, whether due or accrued or anticipated as may be determined by the Trustees, the Trust shall, in accordance with such procedures as the Trustees consider appropriate, reduce the remaining assets held, severally, with respect to each Series or the applicable Series, as the case may be, to distributable form in cash or shares or other securities, and any combination thereof, and distribute the proceeds held with respect to each Series or the applicable Series, as the case may be, to the Shareholders of that Series, as a Series, ratably according to the number of Shares of that Series held by the several Shareholders on the date of termination.
Section 3.
Reorganization and Master/Feeder.
(a) Notwithstanding anything else herein, the Trustees may, without Shareholder approval unless such approval is required by the 1940 Act, (i) cause the Trust to convert or merge, reorganize or consolidate with or into one or more trusts, partnerships, limited liability companies, associations, corporations or other business entities (or a series of any of the foregoing to the extent permitted by law) (including trusts, partnerships, limited liability companies, associations, corporations or other business entities created by the Trustees to accomplish such conversion, merger, reorganization or consolidation) so long as the surviving or resulting entity is an open-end management investment company under the 1940 Act, or is a series thereof, to the extent permitted by law, and that, in the case of any trust, partnership, limited liability company, association, corporation or other business entity created by the Trustees to accomplish such conversion, merger, reorganization or consolidation, may succeed to or assume the Trusts registration under the 1940 Act and that, in any case, is formed, organized or existing under the laws of the United States or of a state, commonwealth, possession or colony of the United States, (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, (iii) cause the Trust to incorporate under the laws of a state, commonwealth, possession or colony of the United States (iv) sell or convey all or substantially all of the assets of the Trust or any Series or Class to another Series or Class of the Trust or to another trust, partnership, limited liability company, association, corporation or other business entity (or a series of any of the foregoing to the extent permitted by law) (including a trust, partnership, limited liability company, association, corporation or other business entity created by the Trustees to accomplish such sale and conveyance), organized under the laws of the United States or of any state, commonwealth, possession or colony of the United States so long as such trust, partnership, limited liability company, association, corporation or other business entity is an open-end management investment company under the 1940 Act and, in the case of any trust, partnership, limited liability company, association, corporation or other business entity created by the Trustees to accomplish such sale and conveyance, may succeed to or assume the Trusts registration under the 1940 Act, for adequate consideration as determined by the Trustees which may include the assumption of all outstanding obligations, taxes and other liabilities, accrued or contingent of the Trust or any affected Series or Class, and which may include Shares of such other Series or Class of the Trust or shares of beneficial interest, stock or other ownership interest of such trust, partnership, limited liability company, association, corporation or other business entity (or series thereof) or (v) at any time sell or convert into money all or any part of the assets of the Trust or any Series or Class thereof. Any agreement of merger, reorganization, consolidation or conversion or exchange or certificate of merger,
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certificate of conversion or other applicable certificate may be signed by a majority of the Trustees and facsimile signatures conveyed by electronic or telecommunication means shall be valid.
(b) Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, and notwithstanding anything to the contrary contained in this Declaration of Trust, an agreement of merger or consolidation approved by the Trustees in accordance with this Section 3 may effect any amendment to this Declaration of Trust or effect the adoption of a new governing instrument of the Trust if the Trust is the surviving or resulting entity in the merger or consolidation.
(c) Notwithstanding anything else herein, the Trustees may, without Shareholder approval unless such approval is required by the 1940 Act, invest all or a portion of the Trust Property of any Series, or dispose of all or a portion of the Trust Property of any Series, and invest the proceeds of such disposition in interests issued by one or more other investment companies registered under the 1940 Act. Any such other investment company may (but need not) be a trust (formed under the laws of the State of Delaware or any other state or jurisdiction) (or subtrust thereof) which is classified as a partnership for federal income tax purposes. Notwithstanding anything else herein, the Trustees may, without Shareholder approval unless such approval is required by the 1940 Act, cause a Series that is organized in the master/feeder fund structure to withdraw or redeem its Trust Property from the master fund and cause such Series to invest its Trust Property directly in securities and other financial instruments or in another master fund.
Section 4. Amendments. Subject to the provisions of Section 5 of Article III relating to the requirement of Shareholder approval for certain amendments to this Declaration of Trust or requirements for certain determinations by the Board of Trustees for certain amendments hereto without Shareholder approval and any requirements under the 1940 Act requiring Shareholder approval of an amendment to this Declaration of Trust, the Trustees may, without any Shareholder vote or approval, amend this Declaration of Trust by making an amendment to this Declaration of Trust (including Schedule A), an agreement supplemental hereto, or an amended and restated trust instrument. Unless otherwise provided by the Trustees, any such amendment will be effective (i) upon the adoption by a majority of the Trustees then holding office of a resolution specifying the amendment, supplemental agreement or amendment and restatement or (ii) upon the execution in writing of an instrument signed by a majority of the Trustees then holding office specifying the amendment, supplemental agreement or amended and restated trust instrument. A certification signed by an officer of the Trust setting forth an amendment to this Declaration of Trust and reciting that it was duly adopted by the Trustees as aforesaid, or a copy of the instrument referenced above executed by the Trustees as aforesaid, shall be conclusive evidence of such amendment when lodged among the records of the Trust. The certificate of trust of the Trust may be restated and/or amended by any Trustee as necessary or desirable to reflect any change in the information set forth therein, and any such restatement and/or amendment shall be effective immediately upon filing with the Office of the Secretary of State of the State of Delaware or upon such future date as may be stated therein.
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Section 5. Filing of Copies, References, Headings. The original or a copy of this Declaration of Trust shall be kept at the office of the Trust where it may be inspected by any Shareholder. Anyone dealing with the Trust may rely on a certificate by an officer of the Trust as to any matters in connection with the Trust hereunder; and, with the same effect as if it were the original, may rely on a copy certified by an officer of the Trust to be a copy of this Declaration of Trust. In this Declaration of Trust, references to this Declaration of Trust, and all expressions like herein, hereof and hereunder, shall be deemed to refer to this Declaration of Trust. Headings are placed herein for convenience of reference only and shall not be taken as a part hereof or control or affect the meaning, construction or effect of this Declaration of Trust. Whenever the singular number is used herein, the same shall include the plural; and the neuter, masculine and feminine genders shall include each other, as applicable. This Declaration of Trust may be executed in any number of counterparts each of which shall be deemed an original but all of which together will constitute one and the same instrument. To the extent permitted by the 1940 Act, (i) any document, consent, instrument or notice referenced in or contemplated by this Declaration of Trust or the By-Laws that is to be executed by one or more Trustees may be executed by means of original, facsimile or electronic signature and (ii) any document, consent, instrument or notice referenced in or contemplated by this Declaration of Trust or the By-Laws that is to be delivered by one or more Trustees may be delivered by facsimile or electronic means (including e-mail), unless, in the case of either clause (i) or (ii), otherwise expressly provided herein or in the By-Laws or determined by the Trustees. The terms include, includes and including and any comparable terms shall be deemed to mean including, without limitation.
Section 6. Applicable Law. This Agreement and Declaration of Trust is created under and is to be governed by and construed and administered according to the laws of the State of Delaware and the Delaware Act. The Trust shall be a Delaware statutory trust pursuant to the Delaware Act, and without limiting the provisions hereof, the Trust may exercise all powers which are ordinarily exercised by such a statutory trust.
Section 7. Provisions in Conflict with Law or Regulations.
(a) The provisions of the Declaration of Trust are severable, and if the Trustees shall determine, with the advice of counsel, that any of such provisions is in conflict with the 1940 Act, the regulated investment company provisions of the Internal Revenue Code or with other applicable federal laws and regulations, the conflicting provision shall be deemed never to have constituted a part of the Declaration of Trust; provided, however, that such determination shall not affect any of the remaining provisions of the Declaration of Trust or render invalid or improper any action taken or omitted prior to such determination.
(b) If any provision of the Declaration of Trust shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision in such jurisdiction and shall not in any manner affect such provision in any other jurisdiction or any other provision of the Declaration of Trust in any jurisdiction.
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Section 8. Statutory Trust Only. It is the intention of the Trustees to create a statutory trust pursuant to the Delaware Act, and thereby to create only the relationship of trustee and beneficial owners within the meaning of such Act between the Trustees and each Shareholder. It is not the intention of the Trustees to create a general partnership, limited partnership, joint stock association, corporation, bailment, joint venture, or any form of legal relationship other than a statutory trust pursuant to the Delaware Act. Nothing in this Declaration of Trust shall be construed to make the Shareholders, either by themselves or with the Trustees, partners or members of a joint stock association.
Section 9. Use of the Name The Vanguard Group, Inc.. The name The Vanguard Group, Inc. and any variants thereof and all rights to the use of the name The Vanguard Group, Inc. or any variants thereof shall be the sole and exclusive property of The Vanguard Group, Inc. (VGI). VGI has permitted the use by the Trust of the identifying word Vanguard and the use of the name Vanguard as part of the name of the Trust and the name of any Series of Shares. Upon the Trusts withdrawal from the Amended and Restated Funds
Service Agreement among the Trust, the other investment companies within the Vanguard Group of Investment Companies and VGI, and upon the written request of VGI, the Trust and any
Series of Shares thereof shall cease to use or in any way to refer to itself as related to The Vanguard Group, Inc. or any variant thereof.
Section 10. Derivative Actions. In addition to the requirements set forth in Section 3816 of the Delaware Act, a Shareholder may bring a derivative action on behalf of the Trust only if the following conditions are met:
(a) The Shareholder or Shareholders must make a pre-suit demand upon the Trustees to bring the subject action unless an effort to cause the Trustees to bring such an action is not likely to succeed. For purposes of this Section 10(a), a demand on the Trustees shall only be deemed not likely to succeed and therefore excused if a majority of the Board of Trustees, or a majority of any committee established to consider the merits of such action, is composed of Trustees who are not independent trustees (as that term is defined in the Delaware Act).
(b) Unless a demand is not required under paragraph (a) of this Section 10, Shareholders eligible to bring such derivative action under the Delaware Act who collectively hold at least 10% of the outstanding Shares of the Trust, or who collectively hold at least 10% of the outstanding Shares of the Series or class to which such action relates, shall join in the request for the Trustees to commence such action; and
(c) Unless a demand is not required under paragraph (a) of this Section 10, the Trustees must be afforded a reasonable amount of time to consider such Shareholder request and to investigate the basis of such claim. The Trustees shall be entitled to retain counsel or other advisors in considering the merits of the request and shall require an undertaking by the Shareholders making such request to reimburse the Trust for the expense of any such advisors in the event that the Trustees determine not to bring such action.
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SCHEDULE A
VANGUARD NEW YORK TAX-FREE FUNDS
SERIES AND CLASSES OF THE TRUST
SERIES Vanguard New York Long-Term Tax-Exempt Fund Vanguard New York Tax-Exempt Money Market Fund |
CLASSES Investor, Admiral Investor |
| TABLE OF CONTENTS | ||
| Page | ||
| ARTICLE I. Name and Definitions | 1 | |
| Section 1. | Name | 1 |
| Section 2. | Definitions | 1 |
| (a) | Amended Declaration of Trust | 2 |
| (b) | By-Laws | 2 |
| (c) | Commission | 2 |
| (d) | Declaration of Trust | 2 |
| (e) | Delaware Act | 2 |
| (f) | Interested Person | 2 |
| (g) | Investment Adviser or Adviser | 2 |
| (h) | 1940 Act | 2 |
| (i) | Original Declaration of Trust | 2 |
| (j) | Principal Underwriter | 2 |
| (k) | Prior Declaration of Trust | 2 |
| (l) | Person | 2 |
| (m) | Series | 2 |
| (n) | Shareholder | 2 |
| (o) | Shares | 3 |
| (p) | Trust | 3 |
| (q) | Trustees or Board of Trustees | 3 |
| (r) | Trust Property | 3 |
| ARTICLE II. Purpose of Trust | 3 | |
| ARTICLE III. Shares | 3 | |
| Section 1. | Division of Beneficial Interest | 3 |
| Section 2. | Ownership of Shares | 4 |
| Section 3. | Investments in the Trust | 4 |
| Section 4. | Status of Shares and Limitation of Personal | |
| Liability | 4 | |
| Section 5. | Power of Board of Trustees to Change | |
| Provisions Relating to Shares | 5 | |
| Section 6. | Establishment and Designation of Shares | 5 |
| (a) | Assets Held with Respect to a Particular Series | 6 |
| (b) | Liabilities Held with Respect to a | |
| Particular Series | 6 | |
| (c) | Dividends, Distributions, Redemptions, and | |
| Repurchases | 7 | |
| (d) | Voting | 7 |
| (e) | Equality | 7 |
| (f) | Fractions | 7 |
| (g) | Exchange Privilege | 7 |
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| (h) | Combination of Series | 7 | |
| (i) | Elimination of Series | 7 | |
| ARTICLE IV. | The Board of Trustees | 8 | |
| Section 1. | Number, Election and Tenure | 8 | |
| Section 2. | Effect of Death, Resignation, etc. | ||
| of a Trustee | 8 | ||
| Section 3. | Powers | 8 | |
| Section 4. | Payment of Expenses by the Trust | 11 | |
| Section 5. | Ownership of Assets of the Trust | 11 | |
| Section 6. | Service Contracts | 12 | |
| ARTICLE V. Shareholders Voting Powers and Meetings | 13 | ||
| ARTICLE VI. | Net Asset Value, Distributions, and Redemptions | 13 | |
| Section 1. | Determination of Net Asset Value, Net | ||
| Income, and Distributions | 13 | ||
| Section 2. | Redemptions and Repurchases | 13 | |
| Section 3. | Redemptions at the Option of the Trust | 14 | |
| Section 4. | Transfer of Shares | 14 | |
| ARTICLE VII. Compensation and Limitation of Liability | 14 | ||
| Section 1. | Compensation of Trustees | 14 | |
| Section 2. | Limitation of Liability and Indemnification | 14 | |
| Section 3. | Trustees Good Faith Action, Expert | ||
| Advice, No Bond or Surety | 15 | ||
| Section 4. | Insurance | 15 | |
| ARTICLE VIII. Miscellaneous | 15 | ||
| Section 1. | Liability of Third Persons Dealing | ||
| with Trustees | 15 | ||
| Section 2. | Termination of the Trust or Any Series | 15 | |
| Section 3. | Reorganization and Master/Feeder | 16 | |
| Section 4. | Amendments | 17 | |
| Section 5. | Filing of Copies, References, Headings | 18 | |
| Section 6. | Applicable Law | 18 | |
| Section 7. | Provisions in Conflict with Law or Regulations | 18 | |
| Section 8. | Statutory Trust Only | 19 | |
| Section 9. | Use of the Name The Vanguard Group, Inc. | 19 | |
| Section 10. | Derivatives Actions | 19 | |
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AMENDED AND RESTATED
BY-LAWS
OF
VANGUARD NEW YORK TAX-FREE FUNDS
These By-Laws of Vanguard New York Tax-Free Funds, a Delaware statutory trust, are subject to the Amended and Restated Declaration of Trust of the Trust dated as of November 19, 2008, as from time to time amended, supplemented or restated (the Declaration of Trust). In the event of any conflict between the provisions of these By-Laws and the provisions of the Declaration of Trust, the provisions of the Declaration of Trust will control. Capitalized terms used herein which are defined in the Declaration of Trust are used as therein defined.
ARTICLE I
Fiscal Year and Offices
Section 1. Fiscal Year. Unless otherwise provided by resolution of the Board of Trustees, the fiscal year of the Trust shall begin on the 1st day of December and end on the last day of November.
Section 2. Delaware Office. The Board of Trustees shall establish a registered office in the State of Delaware and shall appoint as the Trusts registered agent for service of process in the State of Delaware an individual resident of the State of Delaware or a Delaware corporation or a foreign corporation authorized to transact business in the State of Delaware; in each case the business office of such registered agent for service of process shall be identical with the registered Delaware office of the Trust.
Section 3. Principal Office. The principal office of the Trust shall be located at 100 Vanguard Boulevard, Malvern, Pennsylvania 19355, or such other location s the Trustees may from time to time determine.
Section 4. Other Offices. The Board of Trustees may at any time establish branch or subordinate offices at any place or places where the Trust intends to do business.
ARTICLE II
Meetings of Shareholders
Section 1. Place of Meeting. Meetings of the Shareholders for the election of Trustees shall be held in such place as shall be fixed by resolution of the Board of Trustees and stated in the notice of the meeting.
Section 2. Annual Meetings. An annual meeting of Shareholders will not be held unless the 1940 Act requires the election of Trustees to be acted upon.
Section 3. Special Meetings. Special meetings of the Shareholders may be called at any time by the chairman, or president, or by the Board of Trustees, and shall be called by the secretary upon written request of the holders of Shares entitled to cast not less than twenty percent of all the votes entitled to be cast at such meeting provided that (a) such request shall state the purposes of such meeting and the matters proposed to be acted on, (b) the Shareholders requesting such meeting shall have paid to the Trust the reasonable estimated cost of preparing and mailing the notice thereof, which the secretary shall determine and specify to such Shareholders, and (c) the Shareholders requesting such meeting must provide ninety (90) days advance notice of business to be brought to a vote at a shareholder meeting and for nomination of directors, unless such notice runs counter to the proxy rules under the Securities Exchange Act of 1934. No special meeting need be called upon the request of Shareholders entitled to cast less than a majority of all votes entitled to be cast at such meeting to consider any matter which is substantially the same as a matter voted on at any meeting of the Shareholders held during the preceding twelve months. The foregoing provisions of this Section 3 notwithstanding a special meeting of Shareholders shall be called upon the request of the holders of at least ten percent of the votes entitled to be cast for the purpose of consideration removal of a Trustee from office as provided in section 16(c) of the 1940 Act.
Section 4. Notice. Not less than ten, nor more than one hundred (100) days before the date of every annual or special meeting, the secretary shall cause to be delivered to each Shareholder entitled to vote at such meeting a written notice in accordance with Article IV, Section 1 of these By-Laws stating the time and place of the meeting and, in the case of a special meeting of Shareholders, shall state the purposes of the meeting and the matters to be acted on and the purposes of such special meeting and matters to be acted on shall be limited to those stated in such written notice. Notice of adjournment of a Shareholders meeting to another time or place need not be given, if such time and place are announced at the meeting. No notice need be given to any Shareholder who shall have failed to inform the Trust of his or her current address or if a written waiver of notice, executed before or after the meeting by the Shareholder or his or her attorney thereunto authorized, is filed with the records of the meeting.
Section 5. Record Date for Meetings. The Board of Trustees may fix in advance a date not more than one hundred (100), nor less than ten, days prior to the date
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of any annual or special meeting of the Shareholders as a record date for the determination of the Shareholders entitled to receive notice of, and to vote at any meeting and any adjournment thereof; and in such case such Shareholders and only such Shareholders as shall be Shareholders of record on the date so fixed shall be entitled to receive notice of and to vote at such meeting and any adjournment thereof as the case may be, notwithstanding any transfer of any stock on the books of the Trust after any such record date fixed as aforesaid.
Section 6. Quorum. Except as otherwise provided by the 1940 Act or in the Trusts Declaration of Trust, at any meeting of Shareholders, the presence in person or by proxy of the holders of record of Shares issued and outstanding and entitled to vote representing more than thirty-three and one-third percent (33 1/3%) of the total combined net asset value of all Shares issued and outstanding and entitled to vote shall constitute a quorum for the transaction of any business at the meeting.
If, however, a quorum shall not be present or represented at any meeting of the Shareholders, either the chairman of the meeting (without a Shareholder vote) or the holders of a majority of the votes present or in person or by proxy shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The Shareholders of record entitled to vote at a Shareholders meeting that has been postponed or reconvened after one or more adjournments shall be deemed to be the Shareholders on the original record date, unless the Trustees have fixed a new record date.
Section 7. Voting. Each Shareholder shall have one vote for each dollar (and a fractional vote for each fractional dollar) of the net asset value of each share (including fractional Shares) held by such Shareholder on the record date set pursuant to Section 5 on each matter submitted to a vote at a meeting of Shareholders. For purposes of this section and Section 6 of this Article II, net asset value shall be determined pursuant to Section 3, Article VIII of these By-Laws as of the record date for such meeting set pursuant to Section 5. There shall be no cumulative voting in the election of Trustees. At any meeting of Shareholders, any Shareholder entitled to vote thereat may vote either in person or by written proxy signed by the Shareholder, provided that no proxy shall be voted at any meeting unless it shall have been placed on file with the secretary, or with such other officer or agent of the Trust as the secretary may direct, for verification prior to the time at which such vote shall be taken; provided, however, that notwithstanding any other provision of this Section 7 to the contrary, the Trustees or any officer of the Trust with responsibility for such matters may at any time adopt one or more electronic, telecommunication, telephonic, computerized or other alternatives to execution of a written instrument that will enable Shareholders entitled to vote at any meeting to appoint a proxy to vote such Shareholders Shares at such meeting; provided, further, that, until the Trustees or such officer adopt such electronic, telecommunication, telephonic, computerized or other alternatives, no Shareholder may act to appoint a proxy
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to vote such holders Shares at a meeting by any such alternatives and if the Trustees or such officer do adopt such electronic, telecommunication, telephonic, computerized or other alternatives, then Shareholders may only act in the manner prescribed by the Trustees. Proxies may be solicited in the name of one or more Trustees or one or more of the officers of the Trust. Only Shareholders of record shall be entitled to vote. When any share is held jointly by several persons, any one of them may vote at any meeting in person or by proxy in respect of such share, but if more than one of them shall be present at such meeting in person or by proxy, and such joint owners or their proxies so present disagree as to any vote to be cast, such vote shall not be received in respect of such share. Unless otherwise specifically limited by their terms, proxies shall entitle the holder thereof to vote at any adjournment of a meeting. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger. If the holder of any such share is a minor or a person of unsound mind, and subject to guardianship or the legal control of any other person as regards the charge or management of such share, he or she may vote by his or her guardian or such other person appointed or having such control, and such vote may be given in person or by proxy. Except as otherwise provided herein or in the Declaration of Trust or the Delaware Act, all matters relating to the giving, voting or validity of proxies shall be governed by the General Corporation Law of the State of Delaware relating to proxies, and judicial interpretations thereunder, as if the Trust were a Delaware corporation and the Shareholders were Shareholders of a Delaware corporation.
At all meetings of the Shareholders, a quorum being present, the Trustees shall be elected by the vote of a plurality of the votes cast by Shareholders present in person or by proxy and all other matters shall be decided by majority of the votes cast by Shareholders present in person or by proxy, unless the question is one for which by express provision of the 1940 Act or the Declaration of Trust, a different vote is required, in which case such express provision shall control the decision of such question. There shall be no cumulative voting for Trustees. At all meetings of Shareholders, unless the voting is conducted by inspectors, all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the Chairman of the meeting.
Section 8. Inspectors. At any election of Trustees, the Board of Trustees prior thereto may, or, if they have not so acted, the chairman of the meeting may appoint one or more inspectors of election who shall first subscribe an oath of affirmation to execute faithfully the duties of inspectors at such election with strict impartiality and according to the best of their ability, and shall after the election make a certificate of the result of the vote taken.
Section 9. Stock Ledger and List of Shareholders. It shall be the duty of the secretary or assistant secretary of the Trust to cause an original or duplicate share ledger to be maintained at the office of the Trusts transfer agent. Such share ledger may be in written form or any other form capable of being converted into written form within a reasonable time for visual inspection.
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Section 10. Action Without Meeting. Any action to be taken by Shareholders may be taken without a meeting if (a) all Shareholders entitled to vote on the matter consent to the action in writing, (b) all Shareholders entitled to notice of the meeting but not entitled to vote at it sign a written waiver of any right to dissent, and (c) the written consents are filed with the records of the meeting of Shareholders. Such consent shall be treated for all purposes as a vote at a meeting.
ARTICLE III
Trustees
Section 1. Place of Meeting. Meetings of the Board of Trustees, regular or special, may be held at any place as the Board may from time to time determine.
Section 2. Quorum. At all meetings of the Board of Trustees, one-third of the Trustees then in office shall constitute a quorum for the transaction of business provided that in no case may a quorum be fewer than two persons (unless there is only one Trustee then in office, in which case such Trustee shall constitute a quorum). The action of a majority of the Trustees present at any meeting at which a quorum is present shall be the action of the Board of Trustees unless the concurrence of a greater proportion is required for such action by the 1940 Act or the Declaration of Trust. If a quorum shall not be present at any meeting of Trustees, the Trustees present thereat may by a majority vote adjourn the meeting from time to time without notice other than announcement at the meeting, until a quorum shall be present.
Section 3. Regular Meetings. Regular meetings of the Board of Trustees may be held without additional notice at such time and place as shall from time to time be determined by the Board of Trustees provided that notice of any change in the time or place of such meetings shall be sent promptly to each Trustee not present at the meeting at which such change was made in the manner provided for notice of special meetings.
Section 4. Special Meetings. Special meetings of the Board of Trustees may be called by the chairman or president on one days notice to each Trustee; special meetings shall be called by the chairman or president or secretary in like manner and on like notice on the written request of two Trustees.
Section 5. Telephone Meeting. Members of the Board of Trustees or a committee of the Board of Trustees may participate in a meeting by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time.
Section 6. Informal Actions. Any action required or permitted to be taken at any meeting of the Board of Trustees or of any committee thereof may be taken without a meeting, if a written consent to such action is signed by a majority of the Trustees then in office or by a majority of the members of such committee, as the case may be (unless, in either case, the question is one for which by express provision of the
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1940 Act or the Declaration of Trust, a different vote is required, in which case such express provision shall control the decision of such question). Any such written consent shall be filed with the minutes of proceedings of the Board or committee, as applicable.
Section 7. Committees. The Board of Trustees may appoint from among its members an Executive Committee and other committees composed of two or more Trustees, and may delegate to such committees any or all of the powers of the Board of Trustees in the management of the business and affairs of the Trust.
Section 8. Action of Committees. In the absence of an appropriate resolution of the Board of Trustees, each committee may adopt such rules and regulations governing its proceedings, quorum and manner of acting as it shall deem proper and desirable, provided that the quorum shall not be fewer than two Trustees. The committees shall keep minutes of their proceedings and shall report the same to the Board of Trustees at the meeting next succeeding, and any action by the committee shall be subject to revision and alteration by the Board of Trustees, provided that no rights of third persons shall be affected by any such revision or alteration. In the absence of any member of such committee, the members thereof present at any meeting, whether or not they constitute a quorum, may appoint a member of the Board of Trustees to act in the place of such absent member.
Section 9. Election of Chairman. The Board of Trustees shall choose a Chairman. The Chairman of the Board of Trustees shall hold his post for such term and shall perform and execute such duties and administrative powers as the Board of Trustees shall prescribe from time to time.
Section 10. Other Executive Posts. The Board of Trustees from time to time may appoint such other Executive Posts as it shall deem advisable, who shall hold their posts for such terms and shall perform and execute such executive duties and administrative powers as the Board of Trustees shall from time to time prescribe.
ARTICLE IV
Notices
Section 1. Form. Subject to the 1940 Act, notices and all other communications to Shareholders shall be in writing and delivered personally, or sent by electronic transmission to an electronic mail address provided by the Shareholder or mailed to the Shareholders at their addresses appearing on the books of the Trust. Notices to Trustees shall be oral or by telephone or in writing delivered personally or mailed to the Trustees at their addresses appearing on the books of the Trust or by electronic transmission to an electronic mail address provided by the Trustee. Notice by mail shall be deemed to be given at the time when the same shall be mailed and notice by electronic transmission shall be deemed given at the time when sent. Subject to the provisions of the 1940 Act, notice to Trustees need not state the purpose of a regular or
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special meeting.
Section 2. Waiver. Whenever any notice of the time, place or purpose of any meeting of Shareholders, Trustees or a committee is required to be given under the provisions of the Declaration of Trust or these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to such notice and filed with the records of the meeting, whether before or after the holding thereof, or actual attendance at the meeting of Shareholders in person or by proxy, or at the meeting of Trustees or a committee in person, shall be deemed equivalent to the giving of such notice to such persons.
ARTICLE V
Officers
Section 1. Executive Officers. The officers of the Trust shall be chosen by the Board of Trustees and shall include a president, a secretary and a treasurer. The Board of Trustees may, from time to time, elect or appoint a controller, one or more vice presidents, assistant secretaries, assistant treasurers, and assistant controllers. The same person may hold two or more offices, except that no person shall be both president and vice president and no officer shall execute, acknowledge or verify any instrument in more than one capacity, if such instrument is required by law, the Declaration of Trust or these By-Laws to be executed, acknowledged or verified by two or more officers.
Section 2. Election. The Board of Trustees shall choose a president, a secretary and a treasurer.
Section 3. Other Officers. The Board of Trustees from time to time may appoint such other officers and agents as it shall deem advisable, who shall hold their offices for such terms and shall exercise powers and perform such duties as shall be determined from time to time by the Board of Trustees. The Board of Trustees from time to time may delegate to one or more officers or agents the power to appoint any such subordinate officers or agents and to prescribe their respective rights, terms of office, authorities and duties.
Section 4. Compensation. The salaries or other compensation of all officers and agents of the Trust shall be fixed by the Board of Trustees, except that the Board of Trustees may delegate to any person or group of persons the power to fix the salary or other compensation of any subordinate officers or agents appointed pursuant to Section 3 of this Article V.
Section 5. Tenure. The officers of the Trust shall serve at the pleasure of the Board of Trustees. Any officer or agent may be removed by the affirmative vote of the Board of Trustees with or without cause whenever, in its judgment, the best interests of the Trust will be served thereby. In addition, any officer or agent appointed pursuant to Section 3 may be removed, either with or without cause, by any officer upon whom such power of removal shall have been conferred by the Board of Trustees. Any vacancy
7
occurring in any office of the Trust by death, resignation, removal or otherwise shall be filled by the Board of Trustees, unless pursuant to Section 3 the power of appointment has been conferred by the Board of Trustees on any other officer.
Section 6. President and Chief Executive Officer. The president shall be the chief executive officer of the Trust, unless the Board of Trustees designates the chairman as chief executive officer. The chief executive officer shall see that all orders and resolutions of the Board of Trustees are carried into effect. The chief executive officer shall also be the chief administrative officer of the Trust and shall perform such other duties and have such other powers as the Board of Trustees may from time to time prescribe.
Section 7. Vice President. The vice presidents, in order of their seniority, shall, in the absence or disability of the chief executive officer, perform the duties and exercise the powers of the chief executive officer and shall perform such other duties as the Board of Trustees or the chief executive officer may from time to time prescribe.
Section 8. Secretary. The secretary shall attend all meetings of the Board of Trustees and all meetings of the Shareholders and record all the proceedings thereof and shall perform like duties for any committee when required. He shall give, or cause to be given, notice of meetings of the Shareholders and of the Board of Trustees, shall have charge of the records of the Trust, including the stock books, and shall perform such other duties as may be prescribed by the Board of Trustees or chief executive officer, under whose supervision he shall be. He shall keep in safe custody the seal of the Trust and, when authorized by the Board of Trustees, shall affix and attest the same to any instrument requiring it. The Board of Trustees may give general authority to any other officer to affix the seal of the Trust and to attest the affixing by his signature.
Section 9. Assistant Secretaries. The assistant secretaries in order of their seniority, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties as the Board of Trustees or the chief executive officer shall prescribe.
Section 10. Treasurer. The treasurer, unless another officer has been so designated, shall be the chief financial officer of the Trust. He shall have general charge of the finances and books of account of the Trust. Except as otherwise provided by the Board of Trustees, he shall have general supervision of the funds and property of the Trust and of the performance by the custodian of its duties with respect thereto. He shall render to the Board of Trustees, whenever directed by the Board of Trustees, an account of the financial condition of the Trust and of all his transactions as treasurer. He shall cause to be prepared annually a full and correct statement of the affairs of the Trust, including a balance sheet and a statement of operations for the preceding fiscal year. He shall perform all of the acts incidental to the office of treasurer, subject to the control of the Board of Trustees or the chief executive officer.
8
Section 11. Assistant Treasurer. The assistant treasurer shall in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties as the Board of Trustees or the chief executive officer may from time to time prescribe.
ARTICLE VI
Indemnification and Insurance
Section 1. Agents, Proceedings and Expenses. For the purpose of this Article, agent means any person who is or was a Trustee or officer of this Trust and any person who, while a Trustee or officer of this Trust, is or was serving at the request of this Trust as a Trustee, director, officer, partner, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise; Trust includes any domestic or foreign predecessor entity of this Trust in a merger, consolidation, or other transaction in which the predecessors existence ceased upon consummation of the transaction; proceeding means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative; and expenses includes without limitation attorneys fees and any expenses of establishing a right to indemnification under this Article.
Section 2. Actions Other Than by Trust. This Trust shall indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of this Trust) by reason of the fact that such person is or was an agent of this Trust, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding, if it is determined that person acted in good faith and reasonably believed: (a) in the case of conduct in his official capacity as an agent of the Trust, that his conduct was in the Trusts best interests and (b) in all other cases, that his conduct was at least not opposed to the Trusts best interests and (c) in the case of a criminal proceeding, that he had no reasonable cause to believe the conduct of that person was unlawful. The termination of any proceeding by judgment, order or settlement shall not of itself create a presumption that the person did not meet the requisite standard of conduct set forth in this Section. The termination of any proceeding by conviction, or a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, creates a rebuttable presumption that the person did not meet the requisite standard of conduct set forth in this Section.
Section 3. Actions by the Trust. This Trust shall indemnify any person who was or is a party or is threatened to be made a party to any proceeding by or in the right of this Trust to procure a judgment in its favor by reason of the fact that that person is or was an agent of this Trust, against expenses actually and reasonably incurred by that person in connection with the defense or settlement of that action if that person acted in good faith, in a manner that person believed to be in the best interests of this Trust and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.
9
Section 4. Exclusion of Indemnification. Notwithstanding any provision to the contrary contained herein, there shall be no right to indemnification for any liability arising by reason of willful misfeasance, bad faith, gross negligence, or the reckless disregard of the duties involved in the conduct of the agents office with this Trust.
No indemnification shall be made under Sections 2 or 3 of this Article:
| (a) |
In respect of any proceeding as to which that person shall have been adjudged to be liable on the basis that personal benefit was improperly received by him, whether or not the benefit resulted from an action taken in the persons official capacity; or |
| (b) |
In respect of any proceeding as to which that person shall have been adjudged to be liable in the performance of that persons duty to this Trust, unless and only to the extent that the court in which that action was brought shall determine upon application that in view of all the relevant circumstances of the case, that person is fairly and reasonably entitled to indemnity for the expenses which the court shall determine; however, in such case, indemnification with respect to any proceeding by or in the right of the Trust or in which liability shall have been adjudged by reason of the disabling conduct set forth in the preceding paragraph shall be limited to expenses; or |
| (c) |
Of amounts paid in settling or otherwise disposing of a proceeding, with or without court approval, or of expenses incurred in defending a proceeding which is settled or otherwise disposed of without court approval, unless the required approval set forth in Section 6 of this Article is obtained. |
Section 5. Successful Defense by Agent. To the extent that an agent of this Trust has been successful, on the merits or otherwise, in the defense of any proceeding referred to in Sections 2 or 3 of this Article before the court or other body before whom the proceeding was brought, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith, provided that the Board of Trustees, including a majority who are disinterested, non-party Trustees, also determines that based upon a review of the facts, the agent was not liable by reason of the disabling conduct referred to in Section 4 of this Article.
Section 6. Required Approval. Except as provided in Section 5 of this Article, any indemnification under this Article shall be made by this Trust only if authorized in the specific case on a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Sections 2 or 3 of this Article and is not prohibited from indemnification
10
because of the disabling conduct set forth in Section 4 of this Article, by:
| (a) |
A majority vote of a quorum consisting of Trustees who are not parties to the proceeding and are not interested persons of the Trust (as defined in the 1940 Act); |
| (b) |
A written opinion by an independent legal counsel; or |
| (c) |
The Shareholders; however, Shares held by agents who are parties to the proceeding may not be voted on the subject matter under this Sub-Section. |
Section 7. Advance of Expenses. Expenses incurred in defending any proceeding may be advanced by this Trust before the final disposition of the proceeding if (a) receipt of a written affirmation by the agent of his good faith belief that he has met the standard of conduct necessary for indemnification under this Article and a written undertaking by or on behalf of the agent, such undertaking being an unlimited general obligation to repay the amount of the advance if it is ultimately determined that he has not met those requirements, and (b) a determination that the facts then known to those making the determination would not preclude indemnification under this Article. Determinations and authorizations of payments under this Section must be made in the manner specified in Section 6 of this Article for determining that the indemnification is permissible.
Section 8. Other Contractual Rights. Nothing contained in this Article shall affect any right to indemnification to which persons other than Trustees and officers of this Trust or any subsidiary hereof may be entitled by contract or otherwise.
Section 9. Limitations. No indemnification or advance shall be made under this Article, except as provided in Sections 5 or 6 in any circumstances where it appears:
| (a) |
That it would be inconsistent with a provision of the Agreement and Declaration of Trust of the Trust, a resolution of the Shareholders, or an agreement in effect at the time of accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid which prohibits or otherwise limits indemnification; or |
| (b) |
That it would be inconsistent with any condition expressly imposed by a court in approving a settlement. |
Section 10. Insurance. Upon and in the event of a determination by the Board of Trustees of this Trust to purchase such insurance, this Trust shall purchase and maintain insurance on behalf of any agent or employee of this Trust against any liability asserted against or incurred by the agent or employee in such capacity or arising out of
11
the agents or employees status as such to the fullest extent permitted by law.
Section 11. Fiduciaries of Employee Benefit Plan. This Article does not apply to any proceeding against any Trustee, investment manager or other fiduciary of an employee benefit plan in that persons capacity as such, even though that person may also be an agent of this Trust as defined in Section 1 of this Article. Nothing contained in this Article shall limit any right to indemnification to which such a Trustee, investment manager, or other fiduciary may be entitled by contract or otherwise which shall be enforceable to the extent permitted by applicable law other than this Article.
ARTICLE VII
Shares of Beneficial Interest
Section 1. Certificates. A certificate or certificates representing and certifying the series or class and the full, but not fractional, number of Shares of beneficial interest owned by each Shareholder in the Trust shall not be issued except as the Board of Trustees may otherwise determine from time to time. Any such certificate issued shall be signed by facsimile signature or otherwise by the chairman or president or a vice president and counter-signed by the secretary or an assistant secretary or the treasurer or an assistant treasurer.
Section 2. Signature. In case any officer who has signed any certificate ceases to be an officer of the Trust before the certificate is issued, the certificate may nevertheless be issued by the Trust with the same effect as if the officer had not ceased to be such officer as of the date of its issue.
Section 3. Recording and Transfer Without Certificates. The Trust shall have the full power to participate in any program approved by the Board of Trustees providing for the recording and transfer of ownership of the Trusts Shares by electronic or other means without the issuance of certificates.
Section 4. Lost Certificates. The Board of Trustees may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Trust alleged to have been stolen, lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to have been stolen, lost or destroyed, or upon other satisfactory evidence of such theft, loss or destruction and may in its discretion and as a condition precedent to the issuance thereof, require the owner of such stolen, lost or destroyed certificate or certificates, or his legal representative, to give the Trust a bond with sufficient surety, to the Trust to indemnify it against any loss or claim that may be made by reason of the issuance of a new certificate.
Section 5. Transfer of Shares. Transfers of Shares of beneficial interest of the Trust shall be made on the books of the Trust by the holder of record thereof (in person or by his attorney thereunto duly authorized by a power of attorney duly executed in writing and filed with the secretary of the Trust) (i) if a certificate or certificates have
12
been issued, upon the surrender of the certificate or certificates, properly endorsed or accompanied by proper instruments of transfer, representing such Shares, or (ii) as otherwise prescribed by the Board of Trustees. Every certificate exchanged, surrendered for redemption or otherwise returned to the Trust shall be marked Canceled with the date of cancellation.
Section 6. Registered Shareholders. The Trust shall be entitled to recognize the exclusive right of a person registered on its books as the owner of Shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of Shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or Shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by applicable law or the Declaration of Trust.
Section 7. Transfer Agents and Registrars. The Board of Trustees may, from time to time, appoint or remove transfer agents and or registrars of the Trust, and they may appoint the same person as both transfer agent and registrar. Upon any such appointment being made, all certificates representing Shares of beneficial interest thereafter issued shall be countersigned by such transfer agent and shall not be valid unless so countersigned.
Section 8. Stock Ledger. The Trust shall maintain an original stock ledger containing the names and addresses of all Shareholders and the number and series or class of Shares held by each Shareholder. Such stock ledger may be in written form or any other form capable of being converted into written form within reasonable time for visual inspection.
ARTICLE VIII
General Provisions
Section 1. Custodianship. Except as otherwise provided by resolution of the Board of Trustees, the Trust shall place and at all times maintain in the custody of a custodian (including any sub-custodian for the custodian) all funds, securities and similar investments owned by the Trust. Subject to the approval of the Board of Trustees, the custodian may enter into arrangements with securities depositories, provided such arrangements comply with the provisions of the 1940 Act and the rules and regulations promulgated thereunder.
Section 2. Execution of Instruments. All deeds, documents, transfers, contracts, agreements and other instruments requiring execution by the Trust may be signed by the chairman or president or a vice president or the treasurer or the secretary or any other duly authorized officer or agent of the Trust, which authority may be general or specific.
Section 3. Net Asset Value. Subject to Section 1 of Article VI of the
13
Declaration of Trust, the net asset value per Share shall be determined separately as to each series or class of the Trusts Shares, by dividing the sum of the total market value of the series or classs investments and other assets, less any liabilities, by the total outstanding Shares of such series or class, subject to the 1940 Act and any other applicable Federal securities law or rule or regulation currently in effect.
ARTICLE IX
Amendments
The Board of Trustees, without a vote by the Shareholders, shall have the power to make, alter and repeal the By-Laws of the Trust.
14
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).
WITNESSETH:
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 Custodians 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 Funds 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 2.1 HOLDING 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 Portfolios 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 Portfolios assets.
SECTION 2.2 DELIVERY 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:
| 1) |
Upon sale of such securities for the account of the Portfolio in accordance with customary or established market practices and procedures, including, without limitation, delivery to the purchaser thereof or to a dealer therefor (or an agent of such purchaser or dealer) against expectation of receiving later payment; |
| 2) |
Upon the receipt of payment in connection with any repurchase agreement related to such securities entered into by the Portfolio; |
Information Classification: Limited Access
2
| 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; |
| 5) |
To the issuer thereof or its agent when such securities are called, redeemed, retired or otherwise become payable; provided that, in any such case, the cash or other consideration is to be delivered to the Custodian; |
| 6) |
To the issuer thereof, or its agent, for transfer into the name of the Portfolio or into the name of any nominee or nominees of the Custodian or into the name or nominee name of any agent appointed pursuant to Section 2.7 or into the name or nominee name of any sub-custodian appointed pursuant to Section 1; or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units; provided that, in any such case, the new securities are to be delivered to the Custodian; |
| 7) |
Upon the sale of such securities for the account of the Portfolio, to the broker or its clearing agent, against a receipt, for examination in accordance with street delivery custom; provided that in any such case, the Custodian shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may arise from the Custodians own negligence or willful misconduct; |
| 8) |
For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian; |
| 9) |
In the case of warrants, rights or similar securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian; |
| 10) |
For delivery in connection with any loans of securities made by the Portfolio (a) against |
| receipt |
of collateral as agreed from time to time by the Fund on behalf of the Portfolio, |
| except |
that in connection with any loans for which collateral is to be credited to the |
| Custodians |
account in the book-entry system authorized by the U.S. Department of the |
| Treasury, |
the Custodian will not be held liable or responsible for the delivery of securities |
| owned |
by the Portfolio prior to the receipt of such collateral or (b) to the lending agent, or |
| the |
lending agents custodian, in accordance with written Proper Instructions (which need |
| not |
provide for the receipt by the Custodian of collateral therefor) agreed upon from time |
| to |
time by the Custodian and the Fund; |
| 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; |
Information Classification: Limited Access
3
| 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; |
|
| 13) |
For delivery in accordance with the provisions of any agreement among a Fund on behalf |
|
| of |
the Portfolio, the Custodian, and a futures commission merchant registered under the |
|
| Commodity |
Exchange Act, relating to compliance with the rules of the Commodity Futures |
|
| Trading |
Commission (the CFTC) and/or any contract market, or any similar organization |
|
| or |
organizations, regarding account deposits in connection with transactions by the Fund |
|
| on |
behalf of a Portfolio; |
|
| 14) |
Upon the sale or other delivery of such investments (including, without limitation, to one |
|
| or |
more (a) Special Sub-Custodians or (b) additional custodians appointed by the Fund, |
|
| and |
communicated to the Custodian from time to time via a writing duly executed by an |
|
| authorized |
officer of the Fund, for the purpose of engaging in repurchase agreement |
|
| transactions(s), |
each a Repo Custodian), and prior to receipt of payment therefor, as set |
|
| forth |
in written Proper Instructions (such delivery in advance of payment, along with |
|
| payment |
in advance of delivery made in accordance with Section 2.6(7), as applicable, |
|
| shall |
each be referred to herein as a Free Trade), provided that such Proper Instructions |
|
| shall |
set forth (a) the securities of the Portfolio to be delivered and (b) the person(s) to |
|
| whom |
delivery of such securities shall be made; |
|
| 15) |
Upon receipt of instructions from the Funds transfer agent (the Transfer Agent) for |
|
| delivery |
to such Transfer Agent or to the holders of Shares in connection with distributions |
|
| in |
kind, as may be described from time to time in the currently effective prospectus and |
|
| statement |
of additional information of the Fund related to the Portfolio (the Prospectus), |
|
| in |
satisfaction of requests by holders of Shares for repurchase or redemption; |
|
| 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 |
|
| 18) |
For any other purpose, but only upon receipt of Proper Instructions from the Fund on behalf |
|
| of |
the applicable Portfolio specifying (a) the securities of the Portfolio to be delivered and |
|
| (b) |
the person or persons to whom delivery of such securities shall be made. |
|
SECTION 2.3 REGISTRATION 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
Information Classification: Limited Access
4
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 2.4 BANK 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 2.5 COLLECTION 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 Custodians 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 2.6 PAYMENT 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
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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:
| 1) |
Upon the purchase of domestic securities, options, futures contracts or options on futures |
|
| contracts |
for the account of the Portfolio but only (a) in accordance with customary or |
|
| established |
market practices and procedures, including, without limitation, delivering |
|
| money |
to the seller thereof or to a dealer therefor (or an agent for such seller or dealer) |
|
| against |
expectation of receiving later delivery of such securities or evidence of title to such |
|
| options, |
futures contracts or options on futures contracts to the Custodian (or any bank, |
|
| banking |
firm or trust company doing business in the United States or abroad which is |
|
| qualified |
under the 1940 Act to act as a custodian and has been designated by the Custodian |
|
| as |
its agent for this purpose) registered in the name of the Portfolio or in the name of a |
|
| nominee |
of the Custodian referred to in Section 2.3 hereof or in proper form for transfer; |
|
| (b) |
in the case of a purchase effected through a U.S. Securities System, in accordance with |
|
| the |
conditions set forth in Section 2.8 hereof; (c) in the case of a purchase of Underlying |
|
| Shares, |
in accordance with the conditions set forth in Section 2.10 hereof; (d) in the case |
|
| of |
repurchase agreements entered into between the applicable Fund on behalf of a Portfolio |
|
| and |
the Custodian, or another bank, or a broker-dealer which is a member of FINRA, (i) |
|
| against |
delivery of the securities either in certificate form or through an entry crediting the |
|
| Custodians |
account at the Federal Reserve Bank with such securities or (ii) against |
|
| delivery |
of the receipt evidencing purchase by the Portfolio of securities owned by the |
|
| Custodian |
along with written evidence of the agreement by the Custodian to repurchase |
|
| such |
securities from the Portfolio; or (e) for transfer to a time deposit account of the Fund |
|
| in |
any bank, whether domestic or foreign; such transfer may be effected prior to receipt of |
|
| a |
confirmation from a broker and/or the applicable bank pursuant to Proper Instructions |
|
| from |
the Fund as defined herein; |
|
| 2) |
In connection with conversion, exchange or surrender of securities owned by the Portfolio |
|
| as |
set forth in Section 2.2 hereof; |
|
| 3) |
For the redemption or repurchase of Shares issued as set forth in Section 7 hereof; |
|
| 4) |
For the payment of any expense or liability incurred by the Portfolio, including but not |
|
| limited |
to the following payments for the account of the Portfolio: interest, taxes, |
|
| management, |
accounting, transfer agent and legal fees, and operating expenses of the Fund |
|
| whether |
or not such expenses are to be in whole or in part capitalized or treated as deferred |
|
| expenses; | ||
| 5) |
For the payment of any dividends on Shares declared pursuant to the Funds articles of |
|
| incorporation |
or organization and by-laws or agreement or declaration of trust, as |
|
| applicable, |
and Prospectus and Statement of Additional Information (collectively, |
|
| Governing |
Documents); |
|
| 6) |
For payment of the amount of dividends received in respect of securities sold short; |
|
| 7) |
Upon the purchase of domestic investments including, without limitation, repurchase |
|
| agreement |
transactions involving delivery of Portfolio monies to Repo Custodian(s), and |
|
| prior |
to receipt of such investments, as set forth in written Proper Instructions (such |
|
| payment |
in advance of delivery, along with delivery in advance of payment made in |
|
| accordance |
with Section 2.2(14), as applicable, shall each be referred to herein as a Free |
|
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|
Trade), provided that such Proper Instructions shall also set forth (a) the amount of such payment and (b) the person(s) to whom such payment is made; |
|
| 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 |
| 9) |
For any other purpose, but only upon receipt of Proper Instructions from the Fund on behalf of the Portfolio specifying (a) the amount of such payment and (b) the person or persons to whom such payment is to be made. |
SECTION 2.7 APPOINTMENT 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 2.8 DEPOSIT 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 2.9 SEGREGATED 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 2.10 DEPOSIT 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 Custodians only responsibilities with respect thereto shall be limited to the following:
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| 1) |
Upon receipt of a confirmation or statement from an Underlying Transfer Agent that such Underlying Transfer Agent is holding or maintaining Underlying Shares in the name of the Custodian (or a nominee of the Custodian) for the benefit of a Portfolio, the Custodian shall identify by book-entry that such Underlying Shares are being held by it as custodian for the benefit of such Portfolio. |
| 2) |
In respect of the purchase of Underlying Shares for the account of a Portfolio, upon receipt of Proper Instructions, the Custodian shall pay out monies of such Portfolio as so directed, and record such payment from the account of such Portfolio on the Custodians books and records. |
| 3) |
In respect of the sale or redemption of Underlying Shares for the account of a Portfolio, upon receipt of Proper Instructions, the Custodian shall transfer such Underlying Shares as so directed, record such transfer from the account of such Portfolio on the Custodians books and records and, upon the Custodians receipt of the proceeds therefor, record such payment for the account of such Portfolio on the Custodians books and records. |
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 2.11 OWNERSHIP 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 2.12 PROXIES. 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 Funds 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 2.13 COMMUNICATIONS. 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.
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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 Custodians services with respect to class actions do not extend beyond the timely forwarding of written information so received by the Custodian.
SECTION 2.14 EXERCISE 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 2.15 SECURITIES 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 3.1 | DEFINITIONS. As used throughout this Agreement, the capitalized terms set forth | |
below shall have the indicated meanings:
Country Risk means all factors reasonably related to the systemic risk of holding Foreign Assets in a particular country including, but not limited to, such countrys political environment, economic and
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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 3.2 THE CUSTODIAN AS FOREIGN CUSTODY MANAGER.
3.2.1 DELEGATION 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.
3.2.2 COUNTRIES 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 Funds 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
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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 Custodians acceptance of delegation is withdrawn.
3.2.3 SCOPE 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.
3.2.4 GUIDELINES 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.
3.2.5 REPORTING REQUIREMENTS. 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
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Foreign Custody Manager will also provide the Fund with global market information bulletins on a timely basis.
3.2.6 STANDARD 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.
3.2.7 REPRESENTATIONS 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.
3.2.8 EFFECTIVE DATE AND TERMINATION OF THE CUSTODIAN AS FOREIGN CUSTODY MANAGER. Each Boards 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.
3.2.9 CERTIFICATION REGARDING ELIGIBLE FOREIGN CUSTODIANS. Each report presented to a Funds 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 Portfolios 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 Custodians 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 Custodians Global Market Bulletins, distributed to designated officers of the Fund and available on the Custodians 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 3.3
ELIGIBLE SECURITIES DEPOSITORIES.
3.3.1 ANALYSIS 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
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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.
3.3.2 STANDARD 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 3.4 LOCAL 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 Funds 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 Funds 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 Custodians understanding of a Funds 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 Funds securities.
| SECTION 4. | DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE PORTFOLIOS TO BE HELD | |
| OUTSIDE THE UNITED STATES | ||
| SECTION 4.1 | DEFINITIONS. 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 4.2 HOLDING 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 4.3 FOREIGN 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.
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SECTION 4.4 TRANSACTIONS IN FOREIGN CUSTODY ACCOUNT.
4.4.1 DELIVERY 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:
| (i) |
Upon the sale of such foreign securities for the Portfolio in accordance with commercially reasonable market practice in the country where such foreign securities are held or traded, including, without limitation: (A) delivery against expectation of receiving later payment; or (B) in the case of a sale effected through a Foreign Securities System, in accordance with the rules governing the operation of the Foreign Securities System; |
| (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; |
| (v) |
To the issuer thereof, or its agent, for transfer into the name of the Custodian (or the name of the respective Foreign Sub-Custodian or of any nominee of the Custodian or such Foreign Sub-Custodian) or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units; |
| (vi) |
To brokers, clearing banks or other clearing agents for examination or trade execution in accordance with market custom; provided that in any such case, the Foreign Sub-Custodian shall have no responsibility or liability for any loss arising from the delivery of such foreign securities prior to receiving payment for such foreign securities except as may arise from the Foreign Sub-Custodians own negligence or willful misconduct; |
| (vii) |
For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement; |
| (viii) |
In the case of warrants, rights or similar foreign securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities; |
| (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; |
| (xi) |
Upon the sale or other delivery of such foreign securities (including, without limitation, to one or more Special Sub-Custodians or Repo Custodians) as a Free Trade, provided that |
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applicable Proper Instructions shall set forth (A) the foreign securities to be delivered and |
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| (B) |
the person or persons to whom delivery shall be made; |
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| (xii) |
In connection with the lending of foreign securities; and |
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| (xiii) |
For any other purpose, but only upon receipt of Proper Instructions specifying (A) the foreign securities to be delivered and (B) the person or persons to whom delivery of such securities shall be made. |
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| 4.4.2 |
PAYMENT OF PORTFOLIO MONIES. Upon receipt of Proper Instructions, which may |
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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:
| (i) |
Upon the purchase of foreign securities for the Portfolio, unless otherwise directed by |
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| Proper |
Instructions, by (A) delivering money to the seller thereof or to a dealer therefor (or |
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| an |
agent for such seller or dealer) against expectation of receiving later delivery of such |
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| foreign |
securities; or (B) in the case of a purchase effected through a Foreign Securities |
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| System, |
in accordance with the rules governing the operation of such Foreign Securities |
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| System; | ||
| (ii) |
In connection with the conversion, exchange or surrender of foreign securities of the |
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| Portfolio; | ||
| (iii) |
For the payment of any expense or liability of the Portfolio, including but not limited to |
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| the |
following payments: interest, taxes, investment advisory fees, transfer agency fees, fees |
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| under |
this Agreement, legal fees, accounting fees, and other operating expenses; |
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| (iv) |
For the purchase or sale of foreign exchange or foreign exchange contracts for the Portfolio, |
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| including |
transactions executed with or through the Custodian or its Foreign Sub- |
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| Custodians; | ||
| (v) |
In connection with trading in options and futures contracts, including delivery as original |
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| margin |
and variation margin; |
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| (vi) |
Upon the purchase of foreign investments including, without limitation, repurchase |
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| agreement |
transactions involving delivery of Portfolio monies to Repo Custodian(s), as a |
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| Free |
Trade, provided that applicable Proper Instructions shall set forth (A) the amount of |
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| such |
payment and (B) the person or persons to whom payment shall be made; |
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| (vii) |
For payment of part or all of the dividends received in respect of securities sold short; |
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| (viii) |
In connection with the borrowing or lending of foreign securities; and |
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| (ix) |
For any other purpose, but only upon receipt of Proper Instructions specifying (A) the |
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| amount |
of such payment and (B) the person or persons to whom such payment is to be |
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| made. | ||
| 4.4.3 |
MARKET CONDITIONS. Notwithstanding any provision of this Agreement to the |
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contrary, settlement and payment for Foreign Assets received for the account of the Portfolios and delivery
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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 4.5 REGISTRATION 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 4.6 BANK 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 4.7 COLLECTION 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.
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Income on securities loaned other than from the Custodians securities lending program shall be credited as received.
SECTION 4.8 SHAREHOLDER 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 4.9 COMMUNICATIONS 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 Portfolios 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 Custodians services with respect to class actions do not extend beyond the timely forwarding of written information so received by the Custodian.
SECTION 4.10 LIABILITY 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-Custodians performance of
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such obligations. At a Funds 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 4.11 TAX 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 Funds tax adviser or tax counsel.
SECTION 5. CONTRACTUAL SETTLEMENT SERVICES (PURCHASE / SALES)
SECTION 5.1 With 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 5.2 The 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 5.3 The 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 5.4 With 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.
SECTION 5.5 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
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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 Custodians decision to reverse the provisional credit.
SECTION 5A. ACTUAL SETTLEMENT SERVICES (PURCHASE / SALES)
SECTION 5A.1 With 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.2 The 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.3 With 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
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(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
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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 Funds 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 Funds 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.
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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:
| 1) |
Surrender securities in temporary form for securities in definitive form; |
| 2) |
Endorse for collection, in the name of the Portfolio, checks, drafts and other negotiable instruments; and |
| 3) |
In general, attend to all non-discretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with the securities and property of the Portfolio except as otherwise directed by the applicable Board. |
SECTION 11. DUTIES OF CUSTODIAN WITH RESPECT TO THE BOOKS OF ACCOUNT
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 Funds 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 Funds independent public accountants, and employees and agents of the SEC. The Custodian shall, at a Funds 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 Funds counterparty(ies), or the agents of either of them.
SECTION 13.
RESERVED
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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 Custodians 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 Custodians 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 Custodians 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)
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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 Custodians related performance of this Agreement, except such as may arise from the Custodians or its nominees 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 Portfolios 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 Funds reimbursement of the relevant advances or other liabilities.
Except as may arise from the Custodians 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 Custodians reasonable reliance upon information provided by the applicable Fund, such Funds 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.
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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 Funds 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 Funds 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.
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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.
GENERAL
| SECTION 19.1 NEWYORK 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 Partys 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 Partys 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
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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.
SECTION 19.7 THE PARTIES. 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;
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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 Funds 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 Custodians 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 REMOTEACCESS 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.
To any Fund: |
c/o THE VANGUARD GROUP, INC. 400 Devon Park Drive, A29 Wayne, PA 19087 Attention: Chief Financial Officer Telecopy: (610) 669-6112 |
With a copy to: |
THE VANGUARD GROUP, INC. 400 Devon Park Drive, V26 Wayne, PA 19087 Attention: General Counsel Telecopy: (610) 669-6600 |
To the Custodian: |
STATE STREET BANK AND TRUST COMPANY 1 Iron Street Boston, MA 02210 Attention: Jay Fulchino Telephone: 617-662-0934 |
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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 Funds 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 Funds protection, the Rule prohibits the requesting company from using the Funds 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.
YES [ ] The Custodian is authorized to release the Funds name, address, and share positions.
NO [X] The Custodian is not authorized to release the Funds name, address, and share positions.
| SECTION 19.14 REPORTS. Upon reasonable request of a Fund, the Custodian shall provide the Fund |
| with a copy of the Custodians System and Organization Controls for Service Organizations: Internal |
| Information Classification: Limited Access |
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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 Custodians 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 Funds 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.]
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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
A-1
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
A-2
| 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 |
| 1036 Buenos Aires, Argentina | ||
| Australia | The Hongkong and Shanghai Banking | HSBC Securities Services Level 3, |
| Corporation Limited | 10 Smith St., | |
| Parramatta, NSW 2150, Australia | ||
| Austria | Deutsche Bank AG (operating through its | Fleischmarkt 1 |
| Frankfurt branch with support from its | A-1010 Vienna, Austria | |
| Vienna branch) | ||
| UniCredit Bank Austria AG | Custody Department / Dept. 8398-TZ Julius Tandler Platz 3 | |
| A-1090 Vienna, Austria | ||
| Bahrain | HSBC Bank Middle East Limited (as | 1ST Floor, Bldg. #2505 Road # 2832, Al |
| delegate of The Hongkong and Shanghai | Seef 428 Kingdom of Bahrain | |
| Banking Corporation Limited) | ||
| Bangladesh | Standard Chartered Bank | Silver Tower, Level 7 |
| 52 South Gulshan Commercial Area Gulshan 1, Dhaka 1212, | ||
| Bangladesh | ||
| Belgium | Deutsche Bank AG, Netherlands | De Entrees 99-197 |
| (operating through its Amsterdam | 1101 HE Amsterdam, Netherlands | |
| branch with support from its Brussels | ||
| branch) | ||
| Benin | via Standard Chartered Bank Côte dIvoire | 23, Bld de la République |
| S.A., Abidjan, Ivory Coast | 17 BP 1141 Abidjan 17 Côte dIvoire | |
| Bermuda | HSBC Bank Bermuda Limited | 6 Front Street |
| Hamilton, HM06, Bermuda | ||
| Federation of | UniCredit Bank d.d. | Zelenih beretki 24 |
| Bosnia and | 71 000 Sarajevo | |
| Herzegovina | Federation of Bosnia and Herzegovina | |
| Botswana | Standard Chartered Bank Botswana Limited | 4th Floor, Standard Chartered House Queens Road |
| The Mall | ||
| Gaborone, Botswana | ||
| Brazil | Citibank, N.A. | AV Paulista 1111 |
| São Paulo, SP 01311-920 Brazil | ||
| Bulgaria | Citibank Europe plc, Bulgaria Branch | Serdika Offices, 10th floor 48 Sitnyakovo Blvd. |
| 1505 Sofia, Bulgaria | ||
| UniCredit Bulbank AD | 7 Sveta Nedelya Square | |
| 1000 Sofia, Bulgaria | ||
| Burkina Faso | via Standard Chartered Bank Côte dIvoire | 23, Bld de la République |
| S.A., Abidjan, Ivory Coast | 17 BP 1141 Abidjan 17 Côte dIvoire | |
| 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 |
| Las Condes, Santiago de Chile | ||
| Peoples | HSBC Bank (China) Company Limited | 33rd Floor, HSBC Building, Shanghai IFC 8 Century Avenue |
| Republic of | (as delegate of The Hongkong and | Pudong, Shanghai, China (200120) |
| China | Shanghai Banking Corporation Limited) | |
| China Construction Bank Corporation | No.1 Naoshikou Street Chang An Xing Rong | |
| Plaza Beijing 100032-33, China | ||
SCH A-1
| China Connect | Citibank N.A. | 39/F., Champion Tower 3 Garden Road |
| Central, Hong Kong | ||
| The Hongkong and Shanghai Banking | Level 30, | |
| Corporation Limited | HSBC Main Building 1 Queen's | |
| Road Central, Hong Kong | ||
| Standard Chartered Bank (Hong Kong) | 15th Floor Standard Chartered Tower 388 Kwun Tong Road | |
| Limited | Kwun Tong, Hong Kong | |
| 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 |
| San José, Costa Rica | ||
| Croatia | Privredna Banka Zagreb d.d. | Custody Department Radni ka cesta 50 |
| 10000 Zagreb, Croatia | ||
| Zagrebacka Banka d.d. | Savska 60 | |
| 10000 Zagreb, Croatia | ||
| Cyprus | BNP Paribas Securities Services, S.C.A., | 2 Lampsakou Str. |
| Greece (operating through its Athens | 115 28 Athens, Greece | |
| branch) | ||
| Czech Republic | eskoslovenská obchodní banka, a.s. | Radlická 333/150 |
| 150 57 Prague 5, Czech Republic | ||
| UniCredit Bank Czech Republic and | BB Centrum FILADELFIE }eletavská 1525/1 | |
| Slovakia, a.s. | 140 92 Praha 4 - Michle, Czech Republic | |
| Denmark | Nordea Bank AB (publ), Sweden | Strandgade 3 |
| (operating through its branch, Nordea | 0900 Copenhagen C, Denmark | |
| Danmark, Filial af Nordea Bank AB | ||
| (publ), Sverige) | ||
| Skandinaviska Enskilda Banken AB | Bernstorffsgade 50 | |
| (publ), Sweden (operating through its | 1577 Copenhagen, Denmark | |
| Copenhagen branch) | ||
| Egypt | HSBC Bank Egypt S.A.E. | 6th Floor |
| (as delegate of The Hongkong and | 306 Corniche El Nil Maadi | |
| Shanghai Banking Corporation Limited) | Cairo, Egypt | |
| Estonia | AS SEB Pank | Tornimäe 2 |
| 15010 Tallinn, Estonia | ||
| Finland | Nordea Bank AB (publ), Sweden | Satamaradankatu 5 |
| (operating through its branch, Nordea | 00500 Helsinki, Finland | |
| Bank AB (publ), Finnish branch) | ||
| Skandinaviska Enskilda Banken AB (publ), | Securities Services Box 630 | |
| Sweden (operating through its Helsinki | SF-00101 Helsinki, Finland | |
| branch) | ||
| France | Deutsche Bank AG, Netherlands | De Entrees 99-197 |
| (operating through its Amsterdam | 1101 HE Amsterdam, Netherlands | |
| branch with support from its Paris | ||
| branch) | ||
| Republic of | JSC Bank of Georgia | 29a Gagarini Str. Tbilisi 0160, |
| Georgia | Georgia | |
| Germany | State Street Bank International GmbH | Brienner Strasse 59 |
| 80333 Munich, Germany | ||
| Deutsche Bank AG | Alfred-Herrhausen-Allee 16-24 | |
| D-65760 Eschborn, Germany | ||
| Ghana | Standard Chartered Bank Ghana Limited | P. O. Box 768 |
| 1st Floor | ||
SCH A-2
| High Street Building Accra, Ghana | ||
| Greece | BNP Paribas Securities Services, S.C.A. | 2 Lampsakou Str. |
| 115 28 Athens, Greece | ||
| Guinea-Bissau | via Standard Chartered Bank Côte dIvoire | 23, Bld de la République |
| S.A., Abidjan, Ivory Coast | 17 BP 1141 Abidjan 17 Côte dIvoire | |
| Hong Kong | Standard Chartered Bank (Hong Kong) | 15th Floor Standard Chartered Tower 388 Kwun Tong Road |
| Limited | Kwun Tong, Hong Kong | |
| Hungary | Citibank Europe plc Magyarországi | 7 Szabadság tér, Bank Center Budapest, H-1051 Hungary |
| Fióktelepe | ||
| UniCredit Bank Hungary Zrt. | 6th Floor Szabadság tér 5-6 | |
| H-1054 Budapest, Hungary | ||
| Iceland | Landsbankinn hf. | Austurstræti 11 |
| 155 Reykjavik, Iceland | ||
| India | Deutsche Bank AG | Block B1, 4th Floor, Nirlon Knowledge Park |
| Off Western Express Highway Goregaon (E) | ||
| Mumbai 400 063, India | ||
| The Hongkong and Shanghai Banking | 11F, Building 3, NESCO - IT Park, NESCO Complex, | |
| Corporation Limited | Western Express Highway Goregaon (East), | |
| Mumbai 400 063, India | ||
| Indonesia | Deutsche Bank AG | Deutsche Bank Building, 4th floor Jl. Imam Bonjol, No. 80 |
| Jakarta 10310, Indonesia | ||
| Ireland | State Street Bank and Trust Company, | 525 Ferry Road |
| United Kingdom branch | Edinburgh EH5 2AW, Scotland | |
| Israel | Bank Hapoalim B.M. | 50 Rothschild Boulevard Tel Aviv, Israel |
| 61000 | ||
| Italy | Deutsche Bank S.p.A. | Investor Services |
| Via Turati 27 3rd Floor | ||
| 20121 Milan, Italy | ||
| Ivory Coast | Standard Chartered Bank Côte dIvoire S.A. | 23, Bld de la République |
| 17 BP 1141 Abidjan 17 Côte dIvoire | ||
| Japan | Mizuho Bank, Limited | Shinagawa Intercity Tower A 2-15-1, Konan, Minato-ku |
| Tokyo 108-6009, Japan | ||
| The Hongkong and Shanghai Banking | HSBC Building | |
| Corporation Limited | 11-1 Nihonbashi 3-chome, Chuo-ku Tokyo 1030027, Japan | |
| Jordan | Standard Chartered Bank | Shmeissani Branch |
| Al-Thaqafa Street, Building # 2 | ||
| P.O. Box 926190 | ||
| Amman 11110, Jordan | ||
| Kazakhstan | JSC Citibank Kazakhstan | Park Palace, Building A, 41 Kazibek Bi street, |
| Almaty A25T0A1, Kazakhstan | ||
| Kenya | Standard Chartered Bank Kenya Limited | Custody Services |
| Standard Chartered @ Chiromo, Level 5 48 Westlands Road | ||
| P.O. Box 40984 00100 GPO | ||
| Nairobi, Kenya | ||
| Republic of Korea | Deutsche Bank AG | 18th Fl., Young-Poong Building 41 Cheonggyecheon-ro |
| Jongro-ku-, Seoul 03188, Korea | ||
| The Hongkong and Shanghai Banking | 5F | |
| Corporation Limited | HSBC Building #37 Chilpae-ro | |
| Jung-gu, Seoul 04511, Korea | ||
| Kuwait | HSBC Bank Middle East Limited | Kuwait City, Sharq Area Abdulaziz Al Sager Street Al Hamra |
| (as delegate of The Hongkong and | Tower, 37F | |
SCH A-3
| Shanghai Banking Corporation Limited) | P. O. Box 1683, Safat 13017, Kuwait | |
| Latvia | AS SEB banka | Unicentrs, Valdlau i |
| LV-1076 Kekavas pag., Rigas raj., Latvia | ||
| Lithuania | AB SEB bankas | Gedimino av. 12 |
| LT 2600 Vilnius, Lithuania | ||
| Malawi | Standard Bank Limited | Kaomba Centre |
| Cnr. Victoria Avenue & Sir Glyn Jones Road | ||
| Blantyre, Malawi | ||
| Malaysia | Deutsche Bank (Malaysia) Berhad | Domestic Custody Services Level 20, Menara IMC |
| 8 Jalan Sultan Ismail | ||
| 50250 Kuala Lumpur, Malaysia | ||
| Standard Chartered Bank Malaysia Berhad | Menara Standard Chartered 30 Jalan Sultan Ismail | |
| 50250 Kuala Lumpur, Malaysia | ||
| Mali | via Standard Chartered Bank Côte dIvoire | 23, Bld de la République |
| S.A., Abidjan, Ivory Coast | 17 BP 1141 Abidjan 17 Côte dIvoire | |
| Mauritius | The Hongkong and Shanghai Banking | 6F HSBC Centre 18 CyberCity |
| Corporation Limited | Ebene, Mauritius | |
| Mexico | Banco Nacional de México, S.A. | 3er piso, Torre Norte |
| Act. Roberto Medellín No. 800 Col. Santa Fe | ||
| Mexico, DF 01219 | ||
| Morocco | Citibank Maghreb | Zénith Millénium Immeuble1 Sidi Maârouf |
| B.P. 40 Casablanca 20190, Morocco | ||
| Namibia | Standard Bank Namibia Limited | Standard Bank Center |
| Cnr. Werner List St. and Post St. Mall 2nd Floor | ||
| Windhoek, Namibia | ||
| Netherlands | Deutsche Bank AG | De Entrees 99-197 |
| 1101 HE Amsterdam, Netherlands | ||
| New Zealand | The Hongkong and Shanghai Banking | HSBC House |
| Corporation Limited | Level 7, 1 Queen St. Auckland 1010, New | |
| Zealand | ||
| Niger | via Standard Chartered Bank Côte dIvoire | 23, Bld de la République |
| S.A., Abidjan, Ivory Coast | 17 BP 1141 Abidjan 17 Côte dIvoire | |
| Nigeria | Stanbic IBTC Bank Plc. | Plot 1712 Idejo St Victoria Island, |
| Lagos 101007, Nigeria | ||
| Norway | Nordea Bank AB (publ), Sweden | Essendropsgate 7 |
| (operating through its branch, Nordea | 0368 Oslo, Norway | |
| Bank AB (publ), filial i Norge) | ||
| Skandinaviska Enskilda Banken AB (publ), | P.O. Box 1843 Vika Filipstad Brygge 1 | |
| Sweden (operating through its Oslo branch) | N-0123 Oslo, Norway | |
| Oman | HSBC Bank Oman S.A.O.G. | 2nd Floor Al Khuwair PO Box 1727 PC 111 |
| (as delegate of The Hongkong and | Seeb, Oman | |
| Shanghai Banking Corporation Limited) | ||
| Pakistan | Deutsche Bank AG | Unicentre Unitowers |
| I.I. |
Chundrigar Road |
| P.O. |
Box 4925 |
| Karachi - 74000, Pakistan | ||
| Panama | Citibank, N.A. | Boulevard Punta Pacifica Torre de las Americas Apartado |
| Panama City, Panama 0834-00555 | ||
| 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 |
SCH A-4
| Triangle 1226 Makati City, Philippines | ||
| Poland | Bank Handlowy w Warszawie S.A. | ul. Senatorska 16 |
| 00-293 Warsaw, Poland | ||
| Bank Polska Kasa Opieki S.A. | 31 Zwirki I Wigury Street | |
| 02-091, Warsaw, Poland | ||
| Portugal | Deutsche Bank AG, Netherlands | De Entrees 99-197 |
| (operating through its Amsterdam | 1101 HE Amsterdam, Netherlands | |
| branch with support from its Lisbon | ||
| branch) | ||
| 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 |
| (as delegate of The Hongkong and | Doha, Qatar | |
| Shanghai Banking Corporation Limited) | ||
| Romania | Citibank Europe plc, Dublin Romania | 8, Iancu de Hunedoara Boulevard |
| Branch | 712042, Bucharest Sector 1, Romania | |
| Russia | AO Citibank | 8-10 Gasheka Street, Building 1 |
| 125047 Moscow, Russia | ||
| Saudi Arabia | HSBC Saudi Arabia | HSBC Head Office 7267 Olaya - Al Murooj Riyadh 12283- |
| (as delegate of The Hongkong and | 2255 | |
| Shanghai Banking Corporation Limited) | Kingdom of Saudi Arabia | |
| Senegal | via Standard Chartered Bank Côte dIvoire | 23, Bld de la République |
| S.A., Abidjan, Ivory Coast | 17 BP 1141 Abidjan 17 Côte dIvoire | |
| Serbia | UniCredit Bank Serbia JSC | Rajiceva 27-29 |
| 11000 Belgrade, Serbia | ||
| Singapore | Citibank N.A. | 3 Changi Business Park Crescent |
| #07-00, Singapore 486026 | ||
| United Overseas Bank Limited | 156 Cecil Street | |
| FEB Building #08-03 | ||
| Singapore 069544 | ||
| Slovak Republic | UniCredit Bank Czech Republic and | \ancová 1/A |
| Slovakia, a.s. | 813 33 Bratislava, Slovak Republic | |
| Slovenia | UniCredit Banka Slovenija d.d. | martinska 140 |
| SI-1000 Ljubljana, Slovenia | ||
| South Africa | FirstRand Bank Limited | Mezzanine Floor |
| 3 First Place Bank City | ||
| Corner Simmonds & Jeppe Sts. Johannesburg 2001 | ||
| Republic of South Africa | ||
| Standard Bank of South Africa Limited | 3rd Floor, 25 Pixley Ka Isaka Seme St. Johannesburg 2001 | |
| Republic of South Africa | ||
| Spain | Deutsche Bank S.A.E. | Calle de Rosario Pino 14-16, Planta 1 |
| 28020 Madrid, Spain | ||
| Sri Lanka | The Hongkong and Shanghai Banking | 24, Sir Baron Jayatilake Mawatha Colombo 01, Sri Lanka |
| Corporation Limited | ||
| Republic of | UniCredit Bank d.d. | Zelenih beretki 24 |
| Srpska | 71 000 Sarajevo | |
| Federation of Bosnia and Herzegovina | ||
| Swaziland | Standard Bank Swaziland Limited | Standard House, Swazi Plaza Mbabane, |
| Swaziland H101 | ||
| Sweden | Nordea Bank AB (publ) | Smålandsgatan 17 |
| 105 71 Stockholm, Sweden | ||
SCH A-5
| Skandinaviska Enskilda Banken AB (publ) | Sergels Torg 2 | |
| SE-106 40 Stockholm, Sweden | ||
| Switzerland | Credit Suisse (Switzerland) Limited | Uetlibergstrasse 231 |
| 8070 Zurich, Switzerland | ||
| UBS Switzerland AG | Max-Högger-Strasse 80-82 | |
| CH-8048 Zurich-Alstetten, Switzerland | ||
| Taiwan - R.O.C. | Deutsche Bank AG | 296 Ren-Ai Road |
| Taipei 106 Taiwan, Republic of China | ||
| Standard Chartered Bank (Taiwan) Limited | 168 Tun Hwa North Road | |
| Taipei 105, Taiwan, Republic of China | ||
| Tanzania | Standard Chartered Bank (Tanzania) | 1 Floor, International House |
| Limited | Corner Shaaban Robert St and Garden Ave | |
| PO Box 9011 | ||
| Dar es Salaam, Tanzania | ||
| Thailand | Standard Chartered Bank (Thai) Public | Sathorn Nakorn Tower 14th Floor, Zone B |
| Company Limited | 90 North Sathorn Road | |
| Silom, Bangkok 10500, Thailand | ||
| Togo | via Standard Chartered Bank Côte dIvoire | 23, Bld de la République |
| S.A., Abidjan, Ivory Coast | 17 BP 1141 Abidjan 17 Côte dIvoire | |
| Tunisia | Union Internationale de Banques | 65 Avenue Bourguiba |
| 1000 Tunis, Tunisia | ||
| Turkey | Citibank, A.^. | Tekfen Tower |
| Eski Buyukdere Caddesi 209 Kat 3 | ||
| Levent 34394 Istanbul, Turkey | ||
| Deutsche Bank A.^. | Eski Buyukdere Caddesi Tekfen Tower No. 209 Kat: 17 4 | |
| Levent 34394 Istanbul, Turkey | ||
| Uganda | Standard Chartered Bank Uganda Limited | 5 Speke Road |
| P.O. Box 7111 | ||
| Kampala, Uganda | ||
| Ukraine | PJSC Citibank | 16-g Dilova St. |
| Kyiv 03150, Ukraine | ||
| United Arab | HSBC Bank Middle East Limited | HSBC Securities Services Emaar Square |
| Emirates Dubai | (as delegate of The Hongkong and | Level 3, Building No. 5 P O Box 502601 |
| Financial | Shanghai Banking Corporation Limited) | Dubai, United Arab Emirates |
| Market | ||
| United Arab | HSBC Bank Middle East Limited | HSBC Securities Services Emaar Square |
| Emirates Dubai | (as delegate of The Hongkong and | Level 3, Building No. 5 P O Box 502601 |
| International | Shanghai Banking Corporation Limited) | Dubai, United Arab Emirates |
| Financial Center | ||
| United Arab | HSBC Bank Middle East Limited | HSBC Securities Services Emaar Square |
| Emirates Abu | (as delegate of The Hongkong and | Level 3, Building No. 5 P O Box 502601 |
| Dhabi | Shanghai Banking Corporation Limited) | Dubai, United Arab Emirates |
| United Kingdom | State Street Bank and Trust Company, | 525 Ferry Road |
| United Kingdom branch | Edinburgh EH5 2AW, Scotland | |
| Uruguay | Banco Itaú Uruguay S.A. | Zabala 1463 |
| 11000 Montevideo, Uruguay | ||
| Venezuela | Citibank, N.A. | Centro Comercial El Recreo Torre Norte, |
| Piso 19 Avenida Casanova Caracas, | ||
| Venezuela 1050 | ||
| Vietnam | HSBC Bank (Vietnam) Limited | Centre Point |
| (as delegate of The Hongkong and | 106 Nguyen Van Troi Street Phu Nhuan District | |
| Shanghai Banking Corporation Limited) | Ho Chi Minh City, Vietnam | |
SCH A-6
| Zambia | Standard Chartered Bank Zambia Plc. | Standard Chartered House Cairo Road |
| P.O. Box 32238 | ||
| 10101, Lusaka, Zambia | ||
| Zimbabwe | Stanbic Bank Zimbabwe Limited | 3rd Floor Stanbic Centre |
| (as delegate of Standard Bank of South | 59 Samora Machel Avenue Harare, | |
| Africa Limited) | Zimbabwe | |
SCH A-7
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 | All securities listed on Wiener Börse AG, the Vienna Stock |
| Depository GmbH | Exchange (as well as virtually all other Austrian securities) | |
| Bahrain | Clearing, Settlement, Depository | Equities |
| and Registry System of the | ||
| Bahrain Bourse | ||
| Bangladesh | Bangladesh Bank | Government securities |
| Central Depository Bangladesh | Equities and corporate bonds | |
| Limited | ||
| 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 | All securities traded on Bourse Régionale des Valeurs Mobilières, |
| Règlement | 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 | Treasury bills and Treasury bonds issued by the following West | |
| dAfrique de lOuest | African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory | |
| Coast, Mali, Niger, Senegal and Togo. | ||
| Bermuda | Bermuda Securities Depository | Equities, corporate bonds |
| Federation of | Registar vrijednosnih papira u | Equities, corporate bonds, government securities, money market |
| Bosnia and | Federaciji Bosne i Hercegovine, | instruments |
| Herzegovina | d.d. | |
| Botswana | Bank of Botswana | Government debt |
| Central Securities Depository | Equities and corporate bonds | |
| Company of Botswana Ltd. | ||
| Brazil | Central de Custódia e de | Corporate debt and money market instruments |
| Liquidação Financeira de Títulos | ||
| Privados (CETIP) | ||
| BM&F BOVESPA Depository | Equities and corporate bonds traded on-exchange | |
| Services, a department of BM&F | ||
| BOVESPA S.A. | ||
| Sistema Especial de Liquidação e | Government debt issued by the central bank and the National | |
| de Custódia (SELIC) | Treasury | |
| Bulgaria | Bulgarian National Bank | Government securities |
| Central Depository AD | Eligible equities and corporate bonds | |
| Burkina Faso | Dépositaire Central Banque de | All securities traded on Bourse Régionale des Valeurs Mobilières, |
| Règlement | 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. | ||
SCH B-1
| Banque Centrale des Etats | Treasury bills and Treasury bonds issued by the following West | |
| dAfrique de lOuest | African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory | |
| Coast, Mali, Niger, Senegal and Togo. | ||
| Canada | The Canadian Depository for | All book-entry eligible securities, including government securities, |
| Securities Limited | 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 | ||
| Peoples | China Securities Depository and | A shares, B shares, Treasury bonds, local government bonds, |
| Republic of | Clearing Corporation Limited, | enterprise bonds, corporate bonds, open and closed-end funds, |
| China | Shanghai and Shenzhen Branches | convertible bonds, and warrants |
| China Central Depository and | Bonds traded through the China Interbank Bond Market (CIBM), | |
| Clearing Co., Ltd. | 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 | Equities, corporate bonds, money market instruments | |
| de Colombia S.A. (DECEVAL) | ||
| Costa Rica | Interclear Central de Valores S.A. | Securities traded on Bolsa Nacional de Valores |
| Croatia | Sredinje klirinko depozitarno | Eligible equities, corporate bonds, government securities, and |
| drutvo d.d. | corporate money market instruments | |
| Cyprus | Central Depository and Central | Equities, corporate bonds, dematerialized government securities, |
| Registry | corporate money market instruments | |
| Czech Republic | Centrální depozitáY cenných | All dematerialized equities, corporate debt, and government debt, |
| papíro, a.s. | 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, | Eligible equities, corporate bonds, and Treasury bonds | |
| Depository and Registry S.A.E. | ||
| 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 | Georgian Central Securities | Equities, corporate bonds, and money market instruments |
| Georgia | Depository | |
| National Bank of Georgia | Government securities | |
| Germany | Clearstream Banking AG, | Equities, government securities, corporate bonds, money market |
| Frankfurt | instruments, warrants, investment funds, and index certificates | |
SCH B-2
| Ghana | Central Securities Depository | Government securities and Bank of Ghana securities; equities and |
| (Ghana) Limited | corporate bonds | |
| Greece | Bank of Greece, System for | Government debt |
| Monitoring Transactions in | ||
| Securities in Book-Entry Form | ||
| Hellenic Central Securities | Eligible listed equities, government debt, and corporate bonds | |
| Depository | ||
| Guinea-Bissau | Dépositaire Central Banque de | All securities traded on Bourse Régionale des Valeurs Mobilières, |
| Règlement | 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 | Treasury bills and Treasury bonds issued by the following West | |
| dAfrique de lOuest | 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 | Securities listed or traded on the Stock Exchange of Hong Kong | |
| Company Limited | 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 | Eligible equities, debt securities, and money market instruments |
| (India) Limited | ||
| National Securities Depository | Eligible equities, debt securities, and money market instruments | |
| Limited | ||
| 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 | Equities, corporate bonds, and money market instruments | |
| Indonesia | ||
| 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 | Government securities, equities, corporate bonds and trust fund |
| House Ltd. (TASE Clearing | units | |
| House) | ||
| Italy | Monte Titoli S.p.A. | Equities, corporate debt, government debt, money market |
| instruments, and warrants | ||
| Ivory Coast | Dépositaire Central Banque de | All securities traded on Bourse Régionale des Valeurs Mobilières, |
| Règlement | 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 | Treasury bills and Treasury bonds issued by the following West | |
| dAfrique de lOuest | African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory | |
| Coast, Mali, Niger, Senegal and Togo. | ||
| Japan | Bank of Japan Financial | Government securities |
| Network System | ||
| Japan Securities Depository | Equities, corporate bonds, and corporate money market instruments | |
| Center (JASDEC) Incorporated | ||
SCH B-3
| 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 | Equities and corporate debt | |
| Corporation Limited | ||
| Republic of | Korea Securities Depository | Equities, government securities, corporate bonds and money market |
| Korea | 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 | Equities, corporate bonds and money market instruments | |
| Financial Instruments for Lebanon | ||
| and the Middle East (Midclear) | ||
| S.A.L. | ||
| Lithuania | Central Securities Depository of | All securities available for public trading |
| Lithuania | ||
| 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. | Securities listed on Bursa Malaysia Securities Berhad | |
| Bhd. | ||
| Mali | Dépositaire Central Banque de | All securities traded on Bourse Régionale des Valeurs Mobilières, |
| Règlement | 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 | Treasury bills and Treasury bonds issued by the following West | |
| dAfrique de lOuest | 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 | Listed and unlisted equity and debt securities (corporate debt and | |
| Co. Limited | 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 | Government securities, equities, corporate bonds, and money |
| Depository Limited | market instruments | |
| Niger | Dépositaire Central Banque de | All securities traded on Bourse Régionale des Valeurs Mobilières, |
| Règlement | 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. | ||
SCH B-4
| Banque Centrale des Etats | Treasury bills and Treasury bonds issued by the following West | |
| dAfrique de lOuest | 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 | Equities and corporate bonds traded on the Nigeria Stock Exchange | |
| System Limited | ||
| Norway | Verdipapirsentralen | All listed securities |
| Oman | Muscat Clearing & Depository | Equities, corporate bonds, government debt |
| Company S.A.O.G. | ||
| Pakistan | Central Depository Company of | Equities and corporate bonds |
| Pakistan Limited | ||
| State Bank of Pakistan | Government securities | |
| Panama | Central Latinoamericana de | Equities, government and corporate debt, commercial paper, short- |
| Valores, | term securities | |
| S.A. (LatinClear) | ||
| Peru | CAVALI S.A. Institución de | All securities in book-entry form traded on the stock exchange |
| Compensación y Liquidación de | ||
| Valores | ||
| Philippines | Philippine Depository & Trust | Eligible equities and debt |
| Corporation | ||
| Registry of Scripless Securities | Government securities | |
| (ROSS) of the Bureau of the | ||
| Treasury | ||
| Poland | Rejestr Papierów Warto[ciowych | Treasury bills |
| Krajowy Depozyt Papierów | Equities, corporate bonds, corporate money market instruments, | |
| Warto[ciowych, S.A. | Treasury bonds, warrants, and futures contracts | |
| Portugal | INTERBOLSA - Sociedad | All local Portuguese instruments |
| Gestora de Sistemas de | ||
| Liquidação e de Sistemas | ||
| Centralizados de Valores | ||
| Mobiliários, S.A. | ||
| Qatar | Qatar Central Securities | Equities, government bonds and Treasury bills listed on the Qatar |
| Depository | 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 Federalnogo Zaima (OFZs), and |
| corporate debt denominated in RUB | ||
| Saudi Arabia | Saudi Arabian Monetary | Government securities and Saudi government development bonds |
| Authority | (SGDBs) | |
| Securities Depository Center | Equities | |
| Company | ||
| Senegal | Dépositaire Central Banque de | All securities traded on Bourse Régionale des Valeurs Mobilières, |
| Règlement | 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 | Treasury bills and Treasury bonds issued by the following West | |
| dAfrique de lOuest | African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory | |
| Coast, Mali, Niger, Senegal and Togo. | ||
SCH B-5
| Serbia | Central Securities Depository and | All instruments |
| Clearinghouse | ||
| Singapore | Monetary Authority of Singapore | Government securities |
| The Central Depository (Pte.) | Eligible listed equities and eligible private debt traded in Singapore | |
| Limited | ||
| Slovak Republic | Centrálny depozitár cenných | All dematerialized securities |
| papierov SR, a.s. | ||
| Slovenia | KDD Centralna klirinko | All publicly traded securities |
| depotna dru~ba d.d. | ||
| 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) | Equities and corporate bonds | |
| Limited | ||
| Republic of | Central Registry of Securities in | Government securities, equities, and corporate and municipal bonds |
| Srpska | the Republic of Srpska JSC | |
| 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 | Government securities |
| China (Taiwan) | ||
| Taiwan Depository and Clearing | Listed equities, short-term bills, and corporate bonds | |
| Corporation | ||
| Tanzania | Central Depository System (CDS), | Equities and corporate bonds |
| a department of the Dar es Salaam | ||
| Stock Exchange | ||
| Thailand | Thailand Securities Depository | Government securities, equities and corporate bonds |
| Company Limited | ||
| Togo | Dépositaire Central Banque de | All securities traded on Bourse Régionale des Valeurs Mobilières, |
| Règlement | 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 | Treasury bills and Treasury bonds issued by the following West | |
| dAfrique de lOuest | 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 |
SCH B-6
| United Arab | Clearing, Settlement, Depository | Equities, government securities, and corporate debt |
| Emirates Abu | and Registry department of the | |
| Dhabi | Abu Dhabi Securities Exchange | |
| United Arab | Clearing, Settlement and | Equities, government securities, and corporate debt listed on the |
| Emirates | Depository Division, a department | DFM |
| Dubai Financial | of the Dubai Financial Market | |
| Market | ||
| United Arab | Central Securities Depository, | Equities, corporate bonds, and corporate money market instruments |
| Emirates | owned and operated by NASDAQ | |
| Dubai | Dubai Limited | |
| International | ||
| Financial | ||
| 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 | Treasury bonds, corporate bonds, and equities | |
| Limited | ||
| Zimbabwe | Chengetedzai Depository | Equities and corporate bonds |
| Company Limited | ||
| 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 | |
SCH B-7
SCHEDULE C GLOBAL CUSTODY NETWORK PUBLICATIONS
Publication / Type of Information
(scheduled update frequency)
The Guide to Custody in World Markets
(regular my.statestreet.com updates)
Global Custody Network Review
(updated annually on my.statestreet.com)
Securities Depository Review
(updated annually on my.statestreet.com)
Global Legal Survey
(updated annually on my.statestreet.com)
Subcustodian Agreements
(available on CD-ROM annually)
Global Market Bulletin
(daily or as necessary via email and on my.statestreet.com)
Foreign Custody Risk Advisories
(provided as necessary and on my.statestreet.com)
Foreign Custody Manager Material Change Notices
(quarterly or as necessary and on my.statestreet.com)
Brief Description
An overview of settlement and safekeeping procedures, custody practices, and foreign investor considerations for the markets in which State Street offers custodial services.
Information relating to Foreign Subcustodians in State Streets 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 Streets 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.
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.
With respect to each market in which State Street offers custodial services, opinions relating to whether local law restricts: (i) access of a funds independent public accountants to books and records of a Foreign Subcustodian or Foreign Securities System, (ii) a funds ability to recover in the event of bankruptcy or insolvency of a Foreign Subcustodian or Foreign Securities System, (iii) a funds 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.
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.
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 Streets clients.
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.
Informational letters and accompanying materials, pursuant to our role as Foreign Custody Manager, confirming State Streets 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 [email protected] 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 |
SCH C-1 |
SCHEDULE D SPECIAL SUB-CUSTODIANS
SPECIAL SUB-CUSTODIANS
*[None/Name of Special Sub-Custodian(s)]
SCH D-1
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 Funds 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 Information 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 Information 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.
LSA-1
(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 Funds 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 Custodians 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.
LSA-2
Execution Version
FIRST AMENDMENT TO AMENDED AND RESTATED
MASTER CUSTODIAN AGREEMENT
This first amendment dated January 18, 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
Information Classification: Limited Access
Execution Version
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
Information Classification: Limited Access
Execution Version
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
Information Classification: Limited Access
FIFTH AMENDED AND RESTATED FUNDS SERVICE AGREEMENT
This Fifth Amended and Restated Funds Service Agreement, made as of the 8th day of June, 2009 (the Agreement), between and among the investment companies registered under the Investment Company Act of 1940 (1940 Act), whose names are set forth on the signature page of this Agreement, which together with any additional investment companies which may become a party to this Agreement pursuant to Section 5.4 and 5.5 are collectively called the Funds; and The Vanguard Group, Inc., a Pennsylvania corporation (Service Company).
Whereas, each of the Funds has heretofore determined (as evidenced by, among many documents, prior versions* of this Agreement (the Prior Agreements), and by prospectuses and proxy statements of the Funds related thereto): (i) to manage and perform the corporate management, administrative and share distribution functions required for its continued operation, (ii) to create a structure which enhances the independence of the Funds from the providers of external services, (iii) to share, on an equitable and fair basis, with all of the other Funds the expenses of establishing the means to accomplish these objectives at the lowest reasonable cost; and Whereas, each of the Funds: (i) has heretofore determined that these objectives can best be accomplished by establishing a company: (a) to be wholly-owned by the Funds; (b) to provide corporate management, administrative, and distribution services, and upon the reasonable request of any Fund to provide other service to such Fund at cost; (c) to employ the executive, managerial, administrative, secretarial and clerical personnel necessary or appropriate to perform such services; and (d) to acquire such assets and to obtain such facilities and equipment as are necessary or appropriate to carry out such services, and to make those assets available to the Funds; and (ii) since May 1, 1975 (or the commencement of its operations after this date) has utilized Service Company, pursuant to the provisions of the Prior Agreements; and Whereas, each of the Funds has further heretofore recognized that it may, from time to time, be in the best interests of the Funds (i) for Service Company to provide similar services to investment companies other than the Funds, (ii) for the Funds to organize, from time to time, new investment companies which are intended to become parties to this Agreement; and, (iii) for Service Company to engage in business activities (directly or through subsidiaries), supportive of the Funds operations as investment companies; and Whereas, each of the Funds desires to enter into a completely integrated Fifth Amended and Restated Funds Service Agreement with the other Funds to (i) set forth the current terms and provisions of the relationships which the Funds have determined to establish; and (ii) make non-substantive amendments to the Amended and Restated Funds Service Agreement, including correcting the names of the Funds set forth on the signature page of this Agreement.
Now, Therefore, each Fund agrees with each and all of the other Funds, and with Service Company, as follows:
* Funds Service Agreement dated May 1, 1975; an Amended and Restated Funds Service Agreement dated October 1, 1977; an Amended and Restated Funds Service Agreement dated May 10, 1993, an Amended and Restated Funds Service Agreement dated January 1, 1996, and an Amended and Restated Funds Service Agreement dated June 15, 2001 as therefore amended.
646121
I. CAPITALIZATION AND ASSETS OF SERVICE COMPANY
1.1 Capital and Assets. To provide the Service Company with the cash and with the office space, facilities and equipment necessary for it to discharge its responsibilities hereunder, each Fund agrees: A. To make cash investments in the Service Company as provided in Sections 1.2, 1.3 and 1.4.
B. To assign and transfer to Service Company on and after May 1, 1975 any and all right, title and interest which the Funds may have in any office facilities and equipment necessary for it to discharge its responsibilities and in any other assets which Service Company may develop or acquire, subject only to the rights reserved in Section 1.6 (concerning certain major assets). Section 5.2 (concerning rights upon withdrawal) and Section 5.3 (concerning rights upon termination) of the Agreement.
1.2 Cash Investments in Service Company. To provide Service Company with such cash as may be necessary or appropriate from time to time to accomplish the purposes of the Funds and to discharge its responsibilities hereunder, each Fund agrees to purchase, for cash, shares of common stock of Service Company (Shares) or such other securities of Service Company (hereafter referred to as other securities) upon the favorable vote of the holders of a majority of the Shares adopting a resolution setting forth the terms and provisions of the purchase. Provided, however, that: A. Without the consent of all of the Funds, the date for the purchase of Shares or other securities shall not be less than 15 days following the date on which the resolution is approved by the shareholders.
B. The cash purchase price to be paid by any Fund for the Shares or other securities, expressed as a percentage of the total purchase price for the additional securities to be paid by all of the Funds shall not exceed the percentage which the then current net assets of the Fund bears to the aggregate current net assets of all of the Funds as of the most recent month-end preceding the purchase date.
1.3 Periodic Adjustments of Cash Investments. To maintain and re-establish periodically a fair and proportionate ratio of cash investments by each Fund in the Service Company as compared to its then current net assets, each Fund agrees to purchase from one or more of the other Funds, or to sell one or more of the Funds, sufficient Shares or other securities to reestablish the ratio.
A. Such purchases and sales shall be made (1) as of the last business day of any month upon the addition or withdrawal of any Fund as a party to this Agreement, provided that if the addition or withdrawal of a Fund creates no material disparity in the ratios (as determined by the Service Companys Board of Directors), and no Fund requests that an adjustment be made, the adjustment may be deferred until the close of the Service Companys fiscal year; (2) in connection with additional investments pursuant to Section 1.2; and (3) annually as of the close of the Service Companys fiscal year, on a date fixed by Service Companys Board of Directors within 90 days after the close of the fiscal year unless there is no material disparity in the ratios (as determined by the Service Companys Board of Directors) and no Fund requests that an adjustment be made.
B. The cash purchases and sale price of the Share or other securities shall be for each Fund (1) in the case of Shares, the fair market value of Shares determined in accord
646121
with generally accepted accounting principles and procedures established by the Board of Directors of Service Company; and (2) in the case of debt securities, the face value thereof.
C. Unless specifically required by applicable law, the issuance and transfer of Shares or other securities of Service Company, and the cash investments of the Funds in Service Company, may be evidenced by proper records of Service Company; and no certificates need be issued.
1.4 Limitation Upon Funds Obligations to Make Cash Investments or Purchases. Notwithstanding the provisions of Sections 1.1, 1.2 and 1.3 above, no Fund shall be obligated to purchase Shares or other securities of Service Company if, as a result of such purchase the Fund would thereby have invested in cash a total of more than 0.40% of its then current net assets in Shares or other securities of Service Company.
1.5 Restrictions on Transfer of Shares or Other Securities. Each Fund agrees that it will not, without the written consent of all other parties to this Agreement, transfer or dispose of or encumber any of its Shares or other securities of Service Company except as provided in this Agreement, and that, if issued, each certificate for Shares or other securities of Service Company will be stamped with a legend referring to this restriction.
1.6 Assets of Service Company. The Funds agree that Service Company may acquire, by purchase or lease, office space, furniture, equipment, supplies, files, records, computer hardware and software, and other assets necessary or appropriate for the discharge of the Service Companys responsibilities hereunder. Each of the Funds hereby assigns and transfers to Service Company, any and all right, title and interest that it may have or hereafter acquire in any such assets, subject to the rights of each Fund (A) to receive the then fair value of such assets upon the purchase or sale of Shares pursuant to this Agreement, (B) to the continued use of such assets in the administration of the business affairs of a Fund so long as the Fund remains a party to this Agreement.
1.7 Borrowing by Service Company. The Funds agree that Service Company may borrow money, and may issue a note or other security in connection with such borrowing, as long as such borrowing, is in connection with the discharge of Service Companys responsibilities hereunder and is undertaken in accord with procedures approved by the Service Companys Board of Directors.
II. SERVICES TO BE OBTAINED INDEPENDENTLY BY EACH FUND
2.1 Services and Expenses. Each Fund shall, at its own expense, obtain from Service Company or an outside vendor (as that Funds Board of Trustees shall determine):
| A. |
Services of an independent public accountant. |
| B. |
Services of outside legal counsel. |
| C. |
Transfer agency services, including shareholder services. |
| D. |
Custodian, registrar and dividend disbursing services. |
| E. |
Brokerage fees, commissions and transfer taxes in connection with the |
purchase and sale of securities for its investment portfolio.
| F. |
Investment advisory services. |
| G. |
Taxes and other fees applicable to its operations. |
646121
H. Costs incident to its annual or special meetings of shareholders, including but not limited to legal and accounting fees, and the preparations, printing and mailing of proxy materials.
I. Trustees fees.
J. Costs incurred in the continued maintenance of its corporate existence, including reports to shareholders and government agencies, and the expenses, if any, attributable to the registration of the Funds shares with Federal and state regulatory authorities.
K. And, in general and except as provided in Section 3.2(B), any other costs directly attributable to and identified with a particular Fund or Funds rather than all Funds which are parties to this Agreement.
2.2 Disbursement of Payment for These Services. Notwithstanding the provisions of Section 2.1 above, Service Company may, as agent for any Fund, disburse to third parties payments for any of the foregoing services or expenses. Each Fund shall reimburse Service Company promptly for such disbursements made on behalf of the Fund.
III. SERVICES PROVIDED BY AND EXPENSES OF SERVICE COMPANY
3.1 Services to be Provided to Funds. Service Company shall with respect to each Fund, subject to the direction and control of the Board of Trustees and officers of the Fund: A. Manage, administer and/or conduct the general business activities of the Fund.
B. Provide the personnel and obtain the office space, facilities and equipment necessary to perform such general business activities under the direction of the Funds executive officers (who may also be officers of Service Company) who will have the full responsibility for the general management of these functions.
C. Establish wholly-owned subsidiaries, and supervise the management and operations of such subsidiaries, as are necessary or appropriate to carry on or support the business activities of the Fund; and authorize such subsidiaries to perform such other functions for the Fund, including organizing new investment companies which are intended to become parties to this Agreement pursuant to Section 5.4 or Section 5.5, as Service Companys Board of Directors shall determine.
No provisions hereof shall prohibit the Service Company from performing such additional services to the Fund as the Funds Board of Trustees may appropriately request and which two-thirds of the shareholders of the Service Company shall approve.
3.2 Expenses of Operation of Service Company. Each of the Funds agrees to pay to the Service Company, within 10 days after the last business day of each month or at such other time as agreed to by the Fund and the Service Company, the Funds portion of the actual costs of operation of Service Company for each monthly period, or for such other period as is agreed upon, during which the Fund is a party to this Agreement.
A. Corporate Management and Administrative Expenses. A Funds portion of the cost of operation of Service Company shall mean its share of the direct and indirect expenses of Service Companys providing corporate management and administrative services, including distribution services of an administrative nature, as allocated among the Funds with Allocation of indirect costs based on one or more of the following methods of allocation:
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(1) Net Assets: The proportionate allocation of expenses based upon the value of each Funds net assets, computed as a percentage of the value of total net assets of all Funds receiving services from Service Company, determined at the end of the last preceding monthly period.
(2) Personnel Time: The proportionate allocation of expenses based upon a summary by each Fund of the time spent by each employee who works directly on the affairs of one or more of the Funds, computed as a percentage of the total time spent by such employee on the affairs of all of the Funds.
(3) Shareholder Accounts: The proportionate allocation of expenses based upon the number of each Funds shareholder accounts and transaction activity in those accounts, measured over a period of time, relative to the total number of shareholder accounts and transaction activity in those accounts for all Funds receiving number of portfolio transactions for all Funds receiving services from the Service Company during such period.
(4) Such other methods of allocation as may be approved by the Board of Directors of the Service Company based upon its determination that the allocation method is fair to each Fund in view of (i) the nature, amount and purpose of the expenditure, (ii) the benefits, if any, to be derived directly by each Fund relative to the benefits derived by other Funds, (iii) the need or desirability for the Funds as a group to provide competitive investment programs and services at competitive prices for the group to survive and grow, (iv) the benefits which each Fund derives by being a member of a strong Fund group, and (v) such other factors as the Board considers relevant to the specific expenditure and allocation.
B. Distribution Expenses. Each of the Funds expressly agrees to pay to Service Company, as requested, the Funds portion of the actual cost of distributing shares of the Funds, which shall mean its share of all of the direct and indirect expenses of a marketing and promotional nature including, but not limited to, advertising, sales literature, and sales personnel, as well as expenditures on behalf of any newly organized registered investment company which is to become a party of this Agreement pursuant to Section 5.4. The cost of distributing shares of the Funds shall not include distribution-related expenses of an administrative nature, which shall be allocated among the Funds pursuant to Section 3.2(A). Distribution expenses of a marketing and promotional nature shall be allocated among the Funds in the manner approved by the Securities and Exchange Commission in Investment Company Act Release No. 11645 (Feb. 25, 1981): (1) 50% of these expenses will be allocated based upon each Funds average month-end assets during the preceding quarter relative to the average month-end assets during the preceding quarter of the Funds as a group.
(2) 50% of these expenses will be allocated initially among the Funds based upon each Funds sales for the 24 months ended with the last day of the preceding quarter relative to the sales of the Funds as a group for the same period. (Shares issued pursuant to a reorganization shall be excluded from the sales of a Fund and the Funds as a group.) (3) Provided, however, that no Funds aggregate quarterly contribution for distribution expenses, expressed as a percentage of its assets, shall exceed 125% of the average expenses for the Funds as a Group, expressed as a percentage of the
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total assets of the Funds. Expenses not charged to a particular Fund(s) because of this 125% limitation shall be reallocated to other Funds on iterative basis; and that no Funds annual expenses for distribution shall exceed 0.2% of its average month-end net assets.
IV. CONCERNING THE SERVICE COMPANY
4.1 Name. Each Fund acknowledge and agrees:
A. That the name The Vanguard Group, Inc., and any variants thereof used to identify (1) the Funds as a group, (2) any Fund as a member of a group being served by Service Company, or (3) any other person as being served or related to Service Company (whether now in existence or hereafter created), shall be the sole and exclusive property of Service Company, its affiliates, and its successors.
B. That Service Company shall have the sole and exclusive right to permit the use of said name or variants thereof so long as this Agreement or any amendments thereto are effective.
C. That upon its withdrawal from this Agreement and upon the written request of Service Company, the Fund shall cease to use, or in any way to refer to itself as related to, The Vanguard Group, Inc. or any variant thereof.
The foregoing agreements on the part of each Fund are hereby made binding upon it, its trustees, officers, shareholders and creditors and all other persons claiming under or through it.
4.2 Services to Others. The Service Company may render services to any person other than the Funds so long as:
| A. |
The services to be rendered to the Funds hereunder are not impaired thereby. |
| B. |
The terms and provisions upon which the services are to be rendered have |
been approved by the holders of a majority of the Shares.
C. The services rendered for compensation and, to the extent achievable, for the purpose of gaining a profit thereon.
D. Any income earned and fees received by Service Company shall be used to reduce the total costs and expenses of Service Company.
4.3 Books, Records, and Audits of Service Company. The Service Company, and any subsidiary established pursuant to Section 3.1(C), shall maintain complete, accurate, and current books, records, and financial statements concerning its activities. To the extent appropriate, it will preserve said records in the manner and for the periods prescribed by law. Financial records and statements shall be kept in accord with generally accepted accounting principles and shall be audited at least annually by independent public accountants (who may also be accountants for any of the Funds). Within 120 days after the close of Service Companys fiscal year, it shall deliver to each Fund a copy of its audited financial statements for that year and the accountants report thereon. Service Company, on behalf of itself and any subsidiary, acknowledges that all of the records they shall prepare and maintain pursuant to this Agreement shall be the property of the Funds and that upon a request of any Fund they shall make the Funds records available to it, along with such other information and data as are reasonably requested by the Fund, for inspection, audit or copying, or turn said records over to the Fund.
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| 4.4 |
Indemnification. |
|
| A. |
Each Fund (herein the Indemnitor) agrees to indemnify, hold harmless, and |
|
| reimburse |
(herein indemnify) every other Fund, Service Company and/or any |
|
subsidiary of Service Company (herein the Indemnitee):
(1) which Indemnitee (a) was or is a party to, or is threatened to be made a party to, any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (herein a suit), or (b) incurs an actual economic loss or expense (herein a loss).
(2) if: (a) such suit or loss arises from an action or failure to act, event, occurrence, transaction, or other analogous happening (herein an event) under circumstances in which the Indemnitee is involved in a suit or incurs a loss.
(i) as a result substantially of, or attributable primarily to, its being a party to this Agreement, or to its indirect participation in transactions contemplated by this Agreement; and (ii) where the suit or loss arises primarily and substantially from an event related primarily and substantially to the business and/or operations of the Indemnitor; and (b) an independent third party, who may but need not be legal counsel for the Funds, advises the Funds in writing (i) that the condition set forth in (1) and (2)(a) have occurred and (ii) that the Indemnitee is without significant fault or responsibility for the suit or loss as measured by the comparative conduct of the Indemnitor and Indemnitee and by the purposes sought to be accomplished by this Agreement.
B. The financial obligations of the Indemnitor under this Section shall be limited to: (1) In the case of a suit, to expenses (including attorneys fees), actually incurred by the Indemnitee. The termination of any suit by judgment, order, settlement, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee is not entitled to be indemnified hereunder.
(2) In the case of an event, to losses and/or expenses (including attorneys fees) actually incurred by the Indemnitee.
The Indemnitee shall not be liable financially hereunder for lost profits in the case of either a suit or loss.
C. Expenses incurred in defending a suit or resolving an event may be paid by the prospective Indemnitor in advance of the final disposition of such suit or event if authorized by the Board of Trustees of the prospective Indemnitor in the specific case upon receipt of an undertaking by or on behalf of the prospective indemnitee to repay such amount unless it shall ultimately be determined that the Indemnitee is entitled to be indemnified by the Indemnitor as provided in this Section.
D. The indemnification provided by this section shall not be deemed exclusive of any other rights to which the Indemnitee may be entitled under any agreement or otherwise.
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V. TERM OF AGREEMENT
5.1 Effective Period. This Agreement shall become effective on the date first written above, and shall continue in full force and effect as to all parties hereto until terminated or amended by mutual agreement of all parties hereto. The withdrawal pursuant to Section 5.2(A) or 5.2(B) of one or more of the Funds from this agreement shall not affect the continuance of this Agreement except as to the parties withdrawing.
5.2 Withdrawal from Agreement.
A. Any Fund may elect to withdraw from this Agreement effective at the end of any monthly period by giving at least 90 days prior written notice to each of the parties to this Agreement. Upon the written demand of all other Funds which are parties to this Agreement a Fund shall withdraw, and in the event of its failure to do so shall be deemed to have withdrawn, from this Agreement; such demand shall specify the date of withdrawal which shall be at the end of any monthly period at least 90 days from the time of service of such demand.
B. In the event of the withdrawal of any Fund from this Agreement, all its rights and obligations, except for lease commitments, under this Agreement (except such rights or obligations as have accrued prior to the date of withdrawal) shall terminate as of the date of the withdrawal. The withdrawing Fund shall surrender its Shares to Service Company, and (1) shall be entitled to receive from Service Company an amount equal to the excess of the fair value of (i) its Shares of other securities Service Company as of the date of its withdrawal less (ii) its proportionate interest in any liabilities of Service Company, including when appropriate any commitments of Service Company and unexpired leases at the date of withdrawal; (2) shall be obligated to pay Service Company an amount equal to the excess of (ii) over (i). Such amount to be received from or paid to Service Company shall be determined by the favorable vote of the holders of a majority of the Shares whose determination shall be conclusive upon the Funds. Any amount found payable by the Service Company to the withdrawing Fund shall be recoverable by Service Company from the Funds remaining under this Agreement in accordance with the provisions of Section 1.2, 1.3 and 1.4 hereof.
5.3 Termination by Mutual Consent. In the event that all Funds withdraw from this Agreement without entering into a comparable successor agreement, each Fund shall surrender its Shares to Service Company and after payment by Service Company of all its liabilities, including the settlement of unexpired lease obligations, shall: A. Receive from Service Company in cash an amount equal to its proportionate share of the actual value of all assets of the Service Company which can be reduced readily to cash.
B. Negotiate in good faith with the other Funds provision for the equitable use and/or disposition of assets of the Service Company which are not readily reducible to cash.
5.4 Additional Parties to Agreement. Upon the favorable vote of two-thirds of the shareholders and of the holders of two-thirds of the Shares of the Service Company, any investment company registered under the Investment Company Act of 1940 may become a party to this Agreement and share as a Fund in all of the rights, duties and liabilities hereunder by
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adopting, executing and delivering to the Service Company and the Funds a signed copy of this Agreement which shall evidence that investment companys agreement to assume the duties and obligations of a Fund hereunder. Upon the delivery of a signed copy of this Agreement, the new Fund shall be subject to all provisions of this Agreement and become a holder of Shares by adjustment in cash investments among the Funds pursuant to Section 1.3. No person shall become a holder of shares without becoming a party to this Agreement.
5.5 Fund of Funds Parties to Agreement. A Fund of Funds shall mean a registered investment company or series of a Fund which is managed and administered by Service Company and which invests substantially all of its assets in shares of two or more Funds (or series thereof).
A. Upon the favorable vote of two-thirds of the shareholders and of the holders of two-thirds of the Shares of the Service Company, a Fund of Funds organized as a separate registered investment company may become a party to this Agreement and share as a Fund in all of the rights, duties and liabilities hereunder by adopting, executing and delivering to the Service Company and the Funds a signed copy of this Agreement which shall evidence that investment companys agreement to assume the duties and obligations of a Fund hereunder, except as provided in the following paragraph B.
B. A Fund of Funds: (1) shall not be obligated or permitted to make a capital contribution or to acquire Shares pursuant to Section I except to the extent that the Fund of Funds assets are not invested in shares of the Funds; (2) shall not be allocated or obligated to pay any portion of the expenses of Service Company pursuant to Section 3.2 except as determined by the Board of Directors of Service Company pursuant to Section 3.2(A)(4); and (3) may have the expenses the Fund of Funds would otherwise bear pursuant to Section 2.1 reduced or eliminated by the savings which accrue to the benefit of the Funds.
C. Upon the delivery of a signed copy of this Agreement, the Fund of Funds shall be subject to all the provisions of this Agreement except as provided herein.
VI. GENERAL
6.1 Definition of Certain Terms. As used in this Agreement, the terms set forth below shall mean: A. Fair Value of Shares shall mean the proportionate interest, as represented by the ratio of the number of Shares owned by a Fund to the number of Shares issued and outstanding, in all assets of the Service Company less all liabilities of the Service Company on the date fair value is to be determined. Assets shall be valued at fair market value. In case of any dispute as to the proportionate interest of any Fund or as to the fair value of the Shares, the issue shall be determined by the favorable vote of the holders of a majority of the Shares, whose determination shall be conclusive upon the Fund.
B. Person shall mean a natural person, a corporation, a partnership, an association, a joint-stock company, a trust, a fund or any organized group of persons whether incorporated or not.
6.2 Assignment. This Agreement shall bind and inure to the benefit of the parties thereto, their respective successors and assigns.
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6.3 Captions. The captions in this Agreement are included for convenience of reference only and in no way define any of the provisions hereof or otherwise affect their construction or effect.
6.4 Amendment. Unless prohibited by applicable laws, regulations or orders of regulatory authorities and except as set forth below, this Agreement may be amended at any time and in one or more respects upon the favorable vote of the holders of a majority of the Shares (except that the vote required in Sections 3.1 and 5.4 may be amended only by the favorable votes of the number of holders or Shares specified therein) and without the further approval or vote of shareholders of any of the Funds; provided, however, that Section 1.4 (limiting cash investments by the Funds in Service Company) may not be amended unless and exemptive order permitting such amendment is obtained from the U.S. Securities and Exchange Commission.
6.5 Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.
In Witness Whereof, each of the parties hereto has caused the Agreement to be signed and its corporate seal to be hereto affixed by its proper officers thereunto duly authorized, all as of the date and year first above written.
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The Vanguard Group, Inc.
Attest: /s/ Anne Robinson
Anne Robinson
Secretary
The Vanguard Group of Investment Companies:
Vanguard Admiral Funds
Vanguard California Tax-Free Funds
Vanguard Chester Funds
Vanguard Explorer Fund
Vanguard Fixed Income Securities Funds
Vanguard Horizon Funds
Vanguard International Equity Index Funds
Vanguard Malvern Funds
Vanguard Money Market Reserves
Vanguard Morgan Growth Fund
Vanguard New Jersey Tax-Free Funds
Vanguard Ohio Tax-Free Funds
Vanguard Quantitative Funds
Vanguard Specialized Funds
Vanguard Tax-Managed Funds
Vanguard Valley Forge Funds
Vanguard Wellesley Income Fund
Vanguard Whitehall Funds
Vanguard World Fund
BY: /s/ F. William McNabb III
F. William McNabb III
Chief Executive Officer
Vanguard Bond Index Funds
Vanguard Charlotte Funds
Vanguard Convertible Securities Fund
Vanguard Fenway Funds
Vanguard Florida Tax-Free Funds
Vanguard Index Funds
Vanguard Institutional Index Funds
Vanguard Massachusetts Tax-Exempt Funds
Vanguard Montgomery Funds
Vanguard Municipal Bond Funds
Vanguard New York Tax-Free Funds
Vanguard Pennsylvania Tax-Free Funds
Vanguard Scottsdale Funds1
Vanguard STAR Funds
Vanguard Trustees Equity Fund
Vanguard Variable Insurance Funds
Vanguard Wellington Fund
Vanguard Windsor Funds
Attest: /s/ Anne Robinson Anne Robinson Secretary |
BY: /s/ F. William McNabb III F. William McNabb III President and Chief Executive Officer |
Signature page revised as of November 16, 2017.
1 Formerly Vanguard Treasury Fund
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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of Vanguard New York Tax-Free Funds of our report dated January 16, 2018, relating to the financial statements and financial highlights, which appears in Vanguard New York Tax-Exempt Money Market Fund and Vanguard New York Long-Term Tax-Exempt Funds Annual Report on Form N-CSR for the year ended November 30, 2017. We also consent to the references to us under the headings Financial Statements, Service ProvidersIndependent Registered Public Accounting Firm and Financial Highlights in such Registration Statement.
/s/PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
March 26, 2018
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 explains the separate arrangements for each class, how expenses are allocated to each class, and the conversion features of each class. 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 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
1
from time to time. It is expected that the minimum investment amount for Investor Shares will be substantially lower than the amount required for any other class of shares. Investor Shares are typically distributed by all VGI business lines.
B. Admiral Shares
Admiral Shares generally will be available to individual, 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 the Fund; or (ii) any other factors deemed appropriate by a Funds 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 Vanguards 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 VGIs 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 VGI share classes. Institutional Select Shares are typically distributed by VGIs institutional business line.
F. ETF Shares
A Fund will sell ETF Shares to investors that are (or who purchase through) Authorized Participants, and who pay for their ETF shares by depositing
2
a prescribed basket of securities rather than paying cash. 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 Funds 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 Vanguard 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
All share classes will receive a range of services provided by VGI on a per account basis. These account-based 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. It is expected that the aggregate amount of account-based services provided to Investor Shares will materially exceed the amount of such services provided to any other class, due to the existence of many more accounts holding Investor Shares. In addition to this difference in the volume of services provided, arrangements will differ among the classes as follows:
A. Investor Shares
Investor Shares generally will receive the most basic level of service from VGI. Investor Shares generally will be serviced through a pool of VGI client service representatives.
B. Admiral Shares
Admiral Shares will receive a different level of service from VGI as compared to Investor Shares. Special client service representatives may be assigned to service Admiral Shares, and holders of such shares may from time to time receive special mailings and unique additional services.
C. Institutional Shares
Institutional Shares will receive from VGI a level of service that differs from the service provided to the holders of shares of other classes. Such services may include special client service representatives who will be assigned to service
3
| Institutional |
Shares. Most holders of Institutional Shares periodically will receive |
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| special |
investment updates from VGIs investment staff. Holders of Institutional |
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| Shares |
also may receive unique additional services from VGI, and generally will |
|
| be |
permitted to transact with VGI through the National Securities Clearing |
|
| Corporations |
FundSERV system and other special servicing platforms for |
|
| institutional |
investors. |
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| D. |
Institutional Plus Shares |
|
|
Institutional Plus Shares generally will receive a very high level of service |
||
| from |
VGI as compared to any other share classes. Special client service |
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| representatives |
will be assigned to service Institutional Plus Shares, and most |
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| holders |
of such shares periodically, but more than the holders of all other shares, |
|
| will |
receive special updates from VGIs investment staff. Holders of Institutional |
|
| Plus |
Shares may receive unique additional services from VGI, and generally will |
|
| be |
permitted to transact with VGI through the National Securities Clearing |
|
| Corporations |
FundSERV system and other special servicing platforms for |
|
| institutional |
investors. |
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| E. |
Institutional Select Shares |
|
|
Institutional Select Shares generally will receive a customized level of |
||
| service. |
Holders of Institutional Select Shares may receive unique additional |
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| services |
from VGI, and generally will be permitted to transact with VGI through |
|
| the |
National Securities Clearing Corporations FundSERV system and other |
|
| special |
servicing platforms for institutional investors. |
|
| F. |
ETF Shares |
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|
A Fund is expected to maintain only one shareholder of record for ETF |
||
| Shares¾DTC |
or its nominee. Special client service representatives will be |
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| assigned |
to the DTC account, and all transactions on this account will be handled |
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| electronically. |
Due to the nature and purpose of the DTC account, ETF Shares |
|
| will |
not receive any special updates from VGIs investment staff. |
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| G. |
Transition Shares |
|
|
The only investors eligible to own Transition Shares are Vanguard Funds |
||
| that |
operate as funds-of-funds, and it is expected that such funds, because of the |
|
| nature |
of Transition Shares, will own the shares only for the brief periods |
|
| necessary |
to complete the relevant portfolio transitions. The level of service |
|
| provided |
will be commensurate with the needs of a fund-of-funds transitioning |
|
| from |
one underlying fund to another. |
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| V. |
CONVERSION FEATURES |
|
| A. |
Self-Directed Conversions |
|
4
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 shareholders 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: (i) meets the then applicable eligibility requirements for the share class into which they are converting; and (ii) receives services consistent with such new share class. Any such conversion will occur at the respective net asset values of the share classes next calculated after VGIs receipt of the shareholders 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 VGIs receipt of the shareholders 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: (i) meets the eligibility requirements for Admiral Shares; and (ii) receives services consistent with Admiral Shares. Any such conversion will occur at the respective net asset values of the share classes next calculated after VGIs conversion without the imposition of any charge. Such automatic conversions may occur on a periodic, or one-time basis. Automatic conversions may occur at different times due to the differing mechanisms through which an account is funded or meets the required investment minimum. Automatic conversions do not apply to certain types of |
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| accounts |
(e.g., accounts held through certain intermediaries, or other |
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| accounts |
as may be excluded by VGI management). |
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| 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 |
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5
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Plus Shares, or Institutional Select Shares in accordance with then-current eligibility requirements. |
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| C. |
Involuntary Conversions and Cash Outs |
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| 1. |
Cash Outs. If a shareholder in any class of shares no longer |
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|
meets the eligibility requirements for such shares, the Fund may cash out the shareholders remaining account balance. Any such cash out will be |
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| preceded |
by written notice to the shareholder and will be subject to the |
||
|
Funds normal redemption fees, if any. |
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| 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 shareholders 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. |
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| 3. |
Conversions of Transition Shares. When a Fund that issues |
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| 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 |
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| Schedule |
B hereto, as such Schedule may be amended from time to time. |
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| VI. |
EXPENSE ALLOCATION AMONG CLASSES |
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| A. |
Background |
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|
VGI is a jointly-owned subsidiary of the Funds. VGI provides the Funds, |
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| on |
an at-cost basis, virtually all of their corporate management, administrative and |
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| 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 |
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| to |
certain exemptive orders granted by the U.S. Securities and Exchange |
||
| Commission |
(Exemptive Orders). VGIs 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.1 |
||
| B. |
Class Specific Expenses |
||
1 In accordance with the Agreement and Board approved methodologies, the expenses that would otherwise have been allocated to each Vanguard Fund of Funds are reallocated to the approve share class of the underlying funds in the Fund of Funds portfolio on a pro rata basis based on that Fund of Funds relative net assets invested in the underlying funds share class.
6
1. Expenses for Account-Based Services. Expenses associated with VGIs 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 Funds 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; (ii) the percentage of total account transactions performed by VGI for each class; and (iii) the percentage of new accounts opened 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 Funds 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 Funds 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 |
||
7
has been deemed an appropriate allocation methodology by each Fund Board under paragraph (c)(1)(v) of Rule 18f-3 under the Investment Company Act of 1940.
2. Asset Management Expenses. Expenses associated with management of a Funds assets (including all advisory, tax preparation and custody fees) will be allocated among the Funds 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.
VII. ALLOCATION OF INCOME, GAINS AND LOSSES
Income, gains and losses will be allocated among each Funds 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.
VIII. VOTING AND OTHER RIGHTS
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.
IX. AMENDMENTS
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: July 21, 2017
8
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 Fund | Share Classes Authorized | |
| Vanguard Admiral Funds | ||
| · | Treasury Money Market Fund | Investor |
| · | S&P 500 Value Index Fund | Institutional, ETF |
| · | S&P 500 Growth Index Fund | Institutional, ETF |
| · | S&P MidCap 400 Index Fund | Institutional, ETF |
| · | S&P MidCap 400 Value Index Fund | Institutional, ETF |
| · | S&P MidCap 400 Growth Index Fund | Institutional, ETF |
| · | S&P SmallCap 600 Index Fund | Institutional, ETF |
| · | S&P SmallCap 600 Value Index Fund | Institutional, ETF |
| · | S&P SmallCap 600 Growth Index Fund | Institutional, ETF |
| Vanguard Bond Index Funds | ||
| · | Short-Term Bond Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus, ETF | ||
| · | Intermediate-Term Bond Index Fund | Investor, Admiral, Institutional, Institutional |
| Plus, ETF | ||
| · | Long-Term Bond Index Fund | Investor, Institutional, Institutional Plus, |
| ETF | ||
| · | Total Bond Market Index Fund | Investor, Admiral, Institutional, Institutional |
| Plus, Institutional Select, ETF | ||
| · | Total Bond Market II Index Fund | Investor, Institutional |
| · | Inflation-Protected Securities Fund | Investor, Admiral, Institutional |
| Vanguard California Tax-Free Funds | ||
| · | Municipal Money Market Fund | Investor |
| · | Intermediate-Term Tax-Exempt Fund | Investor, Admiral |
| · | Long-Term Tax-Exempt Fund | Investor, Admiral |
| Vanguard Charlotte Funds | ||
| · | Total International Bond Index Fund | Investor, Admiral, Institutional, |
| Institutional Select, ETF | ||
1
| Vanguard Fund | Share Classes Authorized | |
| Vanguard Chester Funds | ||
| · | PRIMECAP Fund | Investor, Admiral |
| · | Target Retirement Income Fund | Investor |
| · | Target Retirement 2010 Fund | Investor |
| · | Target Retirement 2015 Fund | Investor |
| · | Target Retirement 2020 Fund | Investor |
| · | Target Retirement 2025 Fund | Investor |
| · | Target Retirement 2030 Fund | Investor |
| · | Target Retirement 2035 Fund | Investor |
| · | Target Retirement 2040 Fund | Investor |
| · | Target Retirement 2045 Fund | Investor |
| · | Target Retirement 2050 Fund | Investor |
| · | Target Retirement 2055 Fund | Investor |
| · | Target Retirement 2060 Fund | Investor |
| · | Target Retirement 2065 Fund | Investor |
| · | Institutional Target Retirement Income Fund | Institutional |
| · | Institutional Target Retirement 2010 Fund | Institutional |
| · | Institutional Target Retirement 2015 Fund | Institutional |
| · | Institutional Target Retirement 2020 Fund | Institutional |
| · | Institutional Target Retirement 2025 Fund | Institutional |
| · | Institutional Target Retirement 2030 Fund | Institutional |
| · | Institutional Target Retirement 2035 Fund | Institutional |
| · | Institutional Target Retirement 2040 Fund | Institutional |
| · | Institutional Target Retirement 2045 Fund | Institutional |
| · | Institutional Target Retirement 2050 Fund | Institutional |
| · | Institutional Target Retirement 2055 Fund | Institutional |
| · | Institutional Target Retirement 2060 Fund | Institutional |
| · | Institutional Target Retirement 2065 Fund | Institutional |
| Vanguard Convertible Securities Fund | Investor | |
| Vanguard Explorer Fund | Investor, Admiral | |
| Vanguard Fenway Funds | ||
| · | Equity Income Fund | Investor, Admiral |
| · | Growth Equity Fund | Investor |
| · | PRIMECAP Core Fund | Investor |
| Vanguard Fixed Income Securities Funds | ||
| · | Ultra-Short-Term Bond Fund | Investor, Admiral |
| · | REIT II Index Fund | Institutional Plus |
| · | Short-Term Treasury Fund | Investor, Admiral |
| · | Short-Term Federal Fund | Investor, Admiral |
| · | Short-Term Investment-Grade Fund | Investor, Admiral, Institutional |
| · | Intermediate-Term Treasury Fund | Investor, Admiral |
| · | Intermediate-Term Investment-Grade Fund | Investor, Admiral |
| · | GNMA Fund | Investor, Admiral |
2
| Vanguard Fund | Share Classes Authorized | |
| · | Long-Term Treasury Fund | Investor, Admiral |
| · | Long-Term Investment-Grade Fund | Investor, Admiral |
| · | High-Yield Corporate Fund | Investor, Admiral |
| Vanguard Horizon Funds | ||
| · | Capital Opportunity Fund | Investor, Admiral |
| · | Global Equity Fund | Investor |
| · | Strategic Equity Fund | Investor |
| · | Strategic Small-Cap Equity Fund | Investor |
| Vanguard Index Funds | ||
| · | 500 Index Fund | Investor, Admiral, Institutional Select, ETF |
| · | Extended Market Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus, Institutional Select, ETF | ||
| · | Growth Index Fund | Investor, Admiral, Institutional, ETF |
| · | Large-Cap Index Fund | Investor, Admiral, Institutional, ETF |
| · | Mid-Cap Growth Index Fund | Investor, Admiral, ETF |
| · | Mid-Cap Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus, ETF | ||
| · | Mid-Cap Value Index Fund | Investor, Admiral, ETF |
| · | Small-Cap Growth Index Fund | Investor, Admiral, Institutional, ETF |
| · | Small-Cap Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus, ETF | ||
| · | Small-Cap Value Index Fund | Investor, Admiral, Institutional, ETF |
| · | Total Stock Market Index Fund | Investor, Admiral, Institutional, Institutional |
| Plus, Institutional Select, ETF | ||
| · | Value Index Fund | Investor, Admiral, Institutional, ETF |
| Vanguard International Equity Index Funds | ||
| · | Emerging Markets Stock Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus | ||
| FTSE Emerging Markets ETF | ETF | |
| · | European Stock Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus | ||
| FTSE Europe ETF | ETF | |
| · | FTSE All-World ex US Index Fund | Investor, Admiral, Institutional, Institutional |
| Plus, ETF | ||
| · | Pacific Stock Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus | ||
| FTSE Pacific ETF | ETF | |
| · | Total World Stock Index Fund | Investor, Institutional, ETF |
| · | FTSE All World ex-US Small-Cap Index Fund | Investor, Institutional, ETF |
| · | Global ex-U.S. Real Estate Index Fund | Investor, Admiral, Institutional, ETF |
3
| Vanguard Fund | Share Classes Authorized | |
| Vanguard Malvern Funds | ||
| · | Capital Value Fund | Investor |
| · | Short-Term Inflation-Protected Securities | |
| Index Fund | Investor, Admiral, Institutional, ETF | |
| · | U.S. Value Fund | Investor |
| · | Institutional Short-Term Bond Fund | Institutional Plus |
| · | Institutional Intermediate-Term Bond Fund | Institutional Plus |
| · | Core Bond Fund | Investor, Admiral |
| · | Emerging Markets Bond Fund | Investor, Admiral |
| Vanguard Massachusetts Tax-Exempt Funds | ||
| · | Massachusetts Tax-Exempt Fund | Investor |
| Vanguard Money Market Funds | ||
| · | Prime Money Market Fund | Investor, Admiral |
| · | Federal Money Market Fund | Investor |
| Vanguard Morgan Growth Fund | Investor, Admiral | |
| Vanguard Montgomery Funds | ||
| · | Market Neutral Fund | Investor, Institutional |
| Vanguard Municipal Bond Funds | ||
| · | Municipal Money Market Fund | Investor |
| · | Short-Term Tax-Exempt Fund | Investor, Admiral |
| · | Limited-Term Tax-Exempt Fund | Investor, Admiral |
| · | Intermediate-Term Tax-Exempt Fund | Investor, Admiral |
| · | Long-Term Tax-Exempt Fund | Investor, Admiral |
| · | High-Yield Tax-Exempt Fund | Investor, Admiral |
| · | Tax-Exempt Bond Index Fund | Investor, Admiral, ETF |
| Vanguard New Jersey Tax-Free Funds | ||
| · | Municipal Money Market Fund | Investor |
| · | Long-Term Tax-Exempt Fund | Investor, Admiral |
| Vanguard New York Tax-Free Funds | ||
| · | Municipal Money Market Fund | Investor |
| · | Long-Term Tax-Exempt Fund | Investor, Admiral |
| Vanguard Ohio Tax-Free Funds | ||
| · | Long-Term Tax-Exempt Fund | Investor |
| Vanguard Pennsylvania Tax-Free Funds | ||
| · | Municipal Money Market Fund | Investor |
| · | Long-Term Tax-Exempt Fund | Investor, Admiral |
4
| Vanguard Fund | Share Classes Authorized | |
| Vanguard Quantitative Funds | ||
| · | Growth and Income Fund | Investor, Admiral |
| Vanguard Scottsdale Funds | ||
| · | Short-Term Treasury Index Fund | Institutional, Admiral, ETF |
| · | Intermediate-Term Treasury Index Fund | Institutional, Admiral, ETF |
| · | Long-Term Treasury Index Fund | Institutional, Admiral, ETF |
| · | Short-Term Corporate Bond Index Fund | Institutional, Admiral, ETF |
| · | Intermediate-Term Corporate Bond Index Fund | Institutional, Admiral, ETF |
| · | Long-Term Corporate Bond Index Fund | Institutional, Admiral, ETF |
| · | Mortgage-Backed Securities Index Fund | Institutional, Admiral, ETF |
| · | Explorer Value Fund | Investor |
| · | Russell 1000 Index Fund | Institutional, ETF |
| · | Russell 1000 Value Index Fund | Institutional, ETF |
| · | Russell 1000 Growth Index Fund | Institutional, ETF |
| · | Russell 2000 Index Fund | Institutional, ETF |
| · | Russell 2000 Value Index Fund | Institutional, ETF |
| · | Russell 2000 Growth Index Fund | Institutional, ETF |
| · | Russell 3000 Index Fund | Institutional, ETF |
| · | Total Corporate Bond ETF | ETF |
| Vanguard Specialized Funds | ||
| · | Energy Fund | Investor, Admiral |
| · | Precious Metals Fund | Investor |
| · | Health Care Fund | Investor, Admiral |
| · | Dividend Growth Fund | Investor |
| · | REIT Index Fund | Investor, Admiral, Institutional, ETF |
| · | Dividend Appreciation Index Fund | Investor, Admiral, ETF |
| Vanguard STAR Funds | ||
| · | LifeStrategy Conservative Growth Fund | Investor |
| · | LifeStrategy Growth Fund | Investor |
| · | LifeStrategy Income Fund | Investor |
| · | LifeStrategy Moderate Growth Fund | Investor |
| · | STAR Fund | Investor |
| · | Total International Stock Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus, Institutional Select, | ||
| ETF | ||
| Vanguard Tax-Managed Funds | ||
| · | Tax-Managed Balanced Fund | Admiral |
| · | Tax-Managed Capital Appreciation Fund | Admiral, Institutional |
| · | Developed Markets Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus | ||
| FTSE Developed Markets ETF | ETF | |
| · | Tax-Managed Small-Cap Fund | Admiral, Institutional |
5
| Vanguard Fund | Share Classes Authorized | |
| Vanguard Trustees Equity Fund | ||
| · | International Value Fund | Investor |
| · | Diversified Equity Fund | Investor |
| · | Emerging Markets Select Stock Fund | Investor |
| · | Alternative Strategies Fund | Investor |
| Vanguard Valley Forge Funds | ||
| · | Balanced Index Fund | Investor, Admiral, Institutional |
| · | Managed Payout Fund | Investor |
| Vanguard Variable Insurance Funds | ||
| · | Balanced Portfolio | Investor |
| · | Conservative Allocation Portfolio | Investor |
| · | Diversified Value Portfolio | Investor |
| · | Equity Income Portfolio | Investor |
| · | Equity Index Portfolio | Investor |
| · | Growth Portfolio | Investor |
| · | Global Bond Index Portfolio | Investor |
| · | Total Bond Market Index Portfolio | Investor |
| · | High Yield Bond Portfolio | Investor |
| · | International Portfolio | Investor |
| · | Mid-Cap Index Portfolio | Investor |
| · | Moderate Allocation Portfolio | Investor |
| · | Money Market Portfolio | Investor |
| · | REIT Index Portfolio | Investor |
| · | Short-Term Investment Grade Portfolio | Investor |
| · | Small Company Growth Portfolio | Investor |
| · | Capital Growth Portfolio | Investor |
| · | Total International Stock Market Index Portfolio | Investor |
| · | Total Stock Market Index Portfolio | Investor |
| Vanguard Wellesley Income Fund | Investor, Admiral | |
| Vanguard Wellington Fund | ||
| · | U.S. Liquidity Factor ETF | ETF |
| · | U.S. Minimum Volatility ETF | ETF |
| · | U.S. Momentum Factor ETF | ETF |
| · | U.S. Multifactor ETF | ETF |
| · | U.S. Multifactor Fund | Admiral |
| · | U.S. Quality Factor ETF | ETF |
| · | U.S. Value Factor ETF | ETF |
| · | Wellington Fund | Investor, Admiral |
6
| Vanguard Fund | Share Classes Authorized | |
| Vanguard Whitehall Funds | ||
| · | Selected Value Fund | Investor |
| · | Mid-Cap Growth Fund | Investor |
| · | International Explorer Fund | Investor |
| · | High Dividend Yield Index Fund | Investor, ETF |
| · | Emerging Markets Government | |
| Bond Index Fund | Investor, Admiral, Institutional, ETF | |
| · | Vanguard Global Minimum Volatility Fund | Investor, Admiral |
| · | International Dividend Appreciation Index Fund | Investor, Admiral, ETF |
| · | International High Dividend Yield Index Fund | Investor, Admiral, ETF |
| Vanguard Windsor Funds | ||
| · | Windsor Fund | Investor, Admiral |
| · | Windsor II Fund | Investor, Admiral |
| Vanguard World Fund | ||
| · | Extended Duration Treasury Index Fund | Institutional, Institutional Plus, ETF |
| · | FTSE Social Index Fund | Investor, Institutional |
| · | Global Wellesley Income Fund | Investor, Admiral |
| · | Global Wellington Fund | Investor, Admiral |
| · | International Growth Fund | Investor, Admiral |
| · | Mega Cap Index Fund | Institutional, ETF |
| · | Mega Cap Growth Index Fund | Institutional, ETF |
| · | Mega Cap Value Index Fund | Institutional, ETF |
| · | U.S. Growth Fund | Investor, Admiral |
| · | Consumer Discretionary Index Fund | Admiral, ETF |
| · | Consumer Staples Index Fund | Admiral, ETF |
| · | Energy Index Fund | Admiral, ETF |
| · | Financials Index Fund | Admiral, ETF |
| · | Health Care Index Fund | Admiral, ETF |
| · | Industrials Index Fund | Admiral, ETF |
| · | Information Technology Index Fund | Admiral, ETF |
| · | Materials Index Fund | Admiral, ETF |
| · | Telecommunication Services Index Fund | Admiral, ETF |
| · | Utilities Index Fund | Admiral, ETF |
Original Board Approval: July 21, 2000
Last Updated: January 9, 2018
7
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 Plans eligibility requirements.2 These policies are reviewed and monitored on an ongoing basis in conjunction with VGIs 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). Retail managed clients and financial intermediary and other institutional clients may hold Investor Shares without restriction in Funds that do not offer Admiral Shares. 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.
Admiral Shares Eligibility Requirements
Admiral Shares generally are intended for clients who meet the required minimum initial investment and ongoing account balance of $10,000 for retail clients in index funds and $50,000 for retail clients in actively managed funds. Retail managed clients and external financial intermediary and other institutional clients may hold Admiral Shares of both index and actively managed funds without restriction. Vanguard 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 generally are not available for SIMPLE IRAs and Vanguard Individual 401(k) Plans.3
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
2 The eligibility of a Vanguard Fund that operates as a fund of funds to invest in a particular share class of an underlying Vanguard Fund is determined by VGI and the Board in accordance with the allocation methodology referenced in Section VI.
3 Vanguards Retail 403(b) business is being outsourced to The Newport Group. In the new structure (launching in July 2017), Admiral Shares will be available for participants.
class eligibility also is subject to the following special rules:
|
Individual clients. Individual 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) |
a sub-accounting arrangement between VGI and the financial |
|
| intermediary |
allows VGI to monitor compliance with the eligibility |
|
| requirements. | ||
|
Institutional clients. Institutional clients, including but not limited to defined |
||
| benefit |
and contribution plan clients, endowments, and foundations may hold |
|
| Institutional |
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 $5 million (or such higher minimum required |
|
| by |
the individual fund). Such institutional clients must disclose to VGI on |
|
| behalf |
of their accounts the following: (1) that each account has a common |
|
| decision-maker; |
and (2) the total balance in each account held by the client in |
|
| the |
Fund. |
|
|
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 Vanguard 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:
|
Individual clients. Individual 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. Institutional clients, including but not limited to defined |
||
| benefit |
and contribution plan clients, endowments, and foundations 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 institutional clients must |
|
| disclose |
to VGI on behalf of their accounts the following: (1) that each |
|
| account |
has a common decision-maker; and (2) the total balance in each |
|
| account |
held by the client in the Fund. |
|
|
Financial intermediary clients. Financial intermediaries generally may hold |
||
| Institutional |
Plus 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) |
a sub-accounting arrangement between VGI and the financial |
|
| intermediary |
allows 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 - Vanguard 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. Institutional clients, including but not limited to defined |
||
| benefit |
and contribution plan clients, endowments, foundations, and Section |
|
| 529 |
college savings plans 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 |
institutional clients must disclose to VGI on behalf of their accounts the |
|
| following: |
(1) that each account has a common decision-maker; and (2) the |
|
| total |
balance in each account held by the client in the Fund. |
|
|
Financial intermediary clients. Financial intermediaries generally may hold |
||
| Institutional |
Select 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) |
a sub-accounting arrangement between VGI and the financial |
|
| intermediary |
allows 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 Funds Registration Statement. To be eligible to purchase ETF Shares directly from a Fund, an investor must be (or must purchase through) an Authorized DTC Participant, as defined in Paragraph III.D 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 prospectus. The value of a Fund's Creation Unit will vary with the net asset value of the Funds ETF Shares, but is expected to be several million dollars. An eligible investor generally must purchase a Creation Unit by depositing a prescribed basket of securities with the Fund, rather than paying cash.
Transition Shares Eligibility Requirements
Transition Shares will be offered only to Vanguard Funds that operate as funds-of-funds and only by an underlying Vanguard Fund (i) that is receiving assets in kind from one or more Vanguard 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 21, 2017
Code of Ethics
Do the right thing
| Table of Contents | |
| Message from our CEO | |
| The Code of Ethics at a Glance | 2 |
| Section 1. Background | 4 |
| Section 2. Standards of Conduct | 4 |
| 2.1 Conflicts of Interest |
| (a) |
What is a conflict of interest? |
| (b) |
When can conflicts of interest arise? |
| (c) |
What types of conflicts of interest should be avoided? |
| (d) |
Which conflicts of interest do I need to disclose? |
| (e) |
When and how do I disclose conflicts of interest? |
| Section 3. Outside Business Activities | 6 |
| 3.1 Outside Business Activity Requirements for all Crew Members |
| (a) |
What outside activities are generally prohibited? |
| (b) |
What activities require preclearance? |
| (c) |
What activities do not require preclearance? |
| (d) |
When and how do I preclear an outside business activity? |
| Section 4. Gift and Entertainment Policy | 10 |
| Section 5. Anti-Bribery Policy | 10 |
| Section 6. Duty of Confidentiality | 10 |
| Section 7. Personal Trading Activities | 10 |
| 7.1 |
Trading Prohibitions and Requirements for all Crew Members |
| (a) |
What are the trading prohibitions applicable to all Crew Members? |
| (b) |
Are all Crew Members required to hold Securities in a Brokerage Account at Vanguard? |
| (c) |
Are there additional trading requirements or restrictions for Crew Members? |
| 7.2 |
Trading Prohibitions and Requirements for Fund Access Persons |
| (a) |
What are the trade preclearance requirements? |
| (b) |
How does a Fund Access Person obtain preclearance? |
| (c) |
How long is a preclearance approval valid? |
| (d) |
Which types of securities transactions do not require preclearance for Fund Access Persons? |
| (e) |
Are there any prohibited transactions by Fund Access Persons? |
| (f) |
What are the blackout periods for Fund Access Persons? |
| (g) |
What happens if a Fund Access Person makes a prohibited purchase or sale during a blackout period (e.g., trades after a Vanguard Fund without approval)? |
Table of Contents (continued)
| (h) |
What happens if a Fund Access Person makes a permitted purchase or sale during a blackout period (e.g.,trades before a Vanguard Fund)? |
| (i) |
Are there any waivers to the above blackout periods? |
| (j) |
What happens if a Fund Access Person makes a short-term trade in a Vanguard Fund? |
| 7.3 |
Crew Member Obligations when Purchasing, Redeeming, or Holding Vanguard Funds |
| Section 8. Reporting Requirements | 18 |
| 8.1 Reporting Requirements for U.S. Crew Members |
| (a) |
What are the standard reporting requirements for U.S. Crew Members? |
| (b) |
What additional reporting requirements exist for U.S. Fund Access Persons and VAI Access Persons? |
| 8.2 |
Reporting Requirements for Non-U.S. Crew Members |
| (a) |
What are the standard reporting requirements for Non-U.S. Crew Members? |
| (b) |
What are the additional reporting requirements for Non-U.S. Crew Members that are Fund Access Persons? |
| 8.3 |
Obligations for all Crew Members to Report Violations |
Section 9. Certification Requirements 22
| 9.1 |
Certification Requirements for all Crew Members |
| (a) |
What are the certification requirements as a new Crew Member? |
| (b) |
What are the annual certification requirements? |
| Section 10. Sanctions | 22 |
| Section 11. Vanguard Expatriates | 22 |
| Appendix A. Definitions | 24 |
| Appendix B. Additional Personal Trading Activities | 29 |
| B.1 |
Australia |
| (a) |
What are the Vanguard Fund reporting requirements for Crew Members in Australia? |
| B.2 |
Japan |
| (a) |
What are the additional trading restrictions for Crew Members in Japan? |
| B.3 |
U.S. VAI Access Persons |
| (a) |
What are the additional trading restrictions for U.S. Crew Members that are VAI Access Persons? |
| B.4 |
Non-U.S. Crew Members that have Discretionary Management Arrangements |
| (a) |
Do I need to report discretionary Investment management arrangements if I am a non-U.S. Crew Member that is a Fund Access Person? |
Appendix C: Independent Directors and Trustees (U.S. Crew Only) 30
Do the right thing
At Vanguard, the trust of our clients is our greatest asset. And that trust can only be preserved if each one of us does the right thing on behalf of Vanguard and our clients.
Our Code of Ethics is built on our commitment to maintaining the highest standards of ethical behavior and fiduciary responsibility. Our actions, decisions, and interests should never compete with the interests of Vanguard or our clients.
All crew members are responsible for understanding and complying with our Code of Ethics. Please know and follow the policies that apply to you, and be accountable for your actions. If you are a manager, help your crew to understand and comply with the Code of Ethics through your words and your actions.
Use the Code of Ethics as your guide when faced with challenging decisions or circumstances. But remember, the Code of Ethics is a document. It cannot anticipate every situation. Ultimately, we rely on your sense of personal integrity to protect and enhance Vanguards reputation. Never underestimate the importance of your own ethical conduct in our mission to treat investors fairly and give them the best chance to succeed.
F. William McNabb III
Chairman and Chief Executive Officer
The Code of Ethics at a Glance
Below are some of the general requirements of the Code of Ethics which impact Crew Members the most. These are for guidance only and are not a substitute for the Code of Ethics itself. Each should be read in conjunction with its provisions.
1. Clients Interests Come First
You must avoid serving your own personal interests ahead of the interests of Vanguard Clients.
2. Conflicts of Interest
Your actions, decisions, and interests should not compete or conflict with Vanguards or Vanguard Clients interests. You must report potential conflicts of interest to the Compliance Department.
3. Business Activities Outside of Vanguard
You may engage in outside business activities that do not conflict with Vanguards interests; however, you must obtain approval from the Compliance Department for certain outside business activities.
4. Gifts and Entertainment
When doing business with clients, vendors, potential clients, and others, you must abide by limitations on giving and receiving gifts and business entertainment. In addition, you must report all gifts and entertainment to the Compliance Department.
5. Anti-Bribery
You are prohibited from engaging or participating in any form of bribery.
6. Insider Trading
You are prohibited from buying or selling any Security while in the possession of material, non-public information about the issuer of the Security.
7. Personal Trading Activities
You are required to abide by the Code of Ethics requirements related to holding, reporting, and trading Securities for personal benefit. Personal trading restrictions and reporting requirements vary depending on the rules of the country you are working in and whether you are an Access Person or a Non-Access Person.
8. Certification Requirements
On an annual basis, you are required to acknowledge that you understand the Code of Ethics and will comply with its provisions.
2
Clients Interests Come First
You must avoid serving your own personal interests ahead of the interests of Vanguard Clients.
Section 1. Background
The Code of Ethics (Code) has been approved and adopted by the board of directors of The Vanguard Group, Inc. (Vanguard), the boards of trustees of each of the Vanguard Funds, and the boards of directors of each of Vanguards affiliates, as applicable. Unless stated otherwise, the Code applies to all Crew Members. The Code also contains provisions applicable to Independent Directors and Trustees (see Appendix C).
Section 2. Standards of Conduct
Our standards of conduct are straightforward and essential. Any transaction or activity that violates either of the standards of conduct described below is prohibited, regardless of whether it meets technical rules found elsewhere in the Code.
Vanguard consistently seeks to earn and maintain the trust and loyalty of our clients by adhering to the highest standards of ethical behavior and fiduciary responsibility. Accordingly, we must conduct ourselves in accordance with applicable law and regulations, and the following standards of conduct:
Vanguard Clients interests come first. You must at all times place the interests of Vanguard Clients first. In particular, you must avoid serving your own personal interests ahead of the interests of Vanguard Clients.
Conflicts of interest must be avoided. Your actions, decisions, and interests should not compete or conflict with Vanguards interests or the interests of Vanguard Clients.
2.1 Conflicts of Interest
2.1(a) What is a conflict of interest?
A conflict of interest is defined as any situation where financial or other personal factors can compromise independence, objectivity, or professional judgment. A conflict of interest exists when personal or other business interests compete, or give the appearance of competing,
with your duty to serve the interests of Vanguard and Vanguard Clients.
2.1(b) When can conflicts of interest arise?
Even the perception of a conflict could negatively affect Vanguard and harm our reputation. Its important to understand the following conflict situations:
Actual conflict of interest. A situation where your personal interests directly conflict with your current duties and responsibilities.
Perceived conflict of interest. A situation where it appears that personal interests inappropriately influence the performance of your duties and responsibilitieswhether founded or not.
Potential conflict of interest. A situation that could arise in the future where your personal interests would affect official duties and responsibilities.
Depending on your role at Vanguard, potential for conflict may also arise where an Immediate Family Member is employed by a company with which Vanguard has a relationship. For example, if your spouse is employed as a trader at a brokerage firm that executes Vanguard Fund trades, and you are a phone associate, a conflict may not exist; however, if you hold a position in the Investment Management Group or Fund Financial Services, a potential conflict exists.
2.1(c) What types of conflicts of interest should be avoided?
Generally, you should avoid the following:
Any business interest that competes, directly or indirectly, with the interests of Vanguard.
Any situation where you would benefit, directly or indirectly, from Vanguards dealings with others.
4
Your actions, decisions, and
interests should not compete
or conflict with Vanguards or
Vanguard Clients interests.
You must report potential
conflicts of interest to the
Compliance Department.
2.1(d) Which conflicts of interest do I need to disclose?
You should avoid situations where a conflict of interest could arise. You are required to disclose the following information: Any situation that may present the potential for a conflict of interest with Vanguards business or the interests of Vanguard Clients.
Any employment arrangements of your Immediate Family Members that may present the potential for conflict with Vanguard and its activities.
2.1(e) When and how do I disclose conflicts of interest?
You should report potential conflicts to the Compliance Department as soon as they arise. Please also contact the Compliance Department if you encounter a conflict that is not explicitly addressed by our policies or is potentially significant to a business area or across divisions.
Web Resource To disclose potential conflicts of interest, complete the Outside Business Activities and Conflicts of Interest Form under My CrewNet/My Compliance on CrewNet.
Vanguard affiliates or your specific department may have additional policies regarding conflicts of interest that you must also follow.
Section 3. Outside Business Activities
You are permitted to engage in outside business activities (permanent, part-time, or one-time assignment) during your personal time. However, those activities should not adversely affect Vanguard or present a conflict of interest. Your job at Vanguard should come first over other business opportunities, nonprofit activities, or a second job. Be mindful of potential conflicts, obtain any necessary approvals, and be aware that you may be required to discontinue an activity if a conflict exists.
In addition to the requirements and restrictions in this section, the following supplemental policies may apply to you: Senior Executive Covered Activity Policy (officers and crew members in roles designated as M6/ P6/S6 or higher).
Managing Director Outside Business Activity Policy.
If there is a conflict between a more restrictive requirement in the Code and the requirements in these policies, the requirements outlined in the Senior Executive Covered Activity Policy or the Managing Director Outside Business Activity Policy should be followed.
Web Resource U.S. Crew Members who hold a FINRA license are also required to comply with the Outside Business Activity section of the Form U4 Reporting Obligations page on CrewNet.
3.1 Outside Business Activity Requirements for all Crew Members 3.1(a) What outside activities are generally prohibited?
The following activities are generally prohibited: Holding a second job with any company or organization whose activities could create a conflict of interest with your employment at Vanguard. This includes, but is not limited to, selling Securities, term insurance, or fixed or variable annuities; providing Investment advice or financial planning; or engaging in any business activity similar to Vanguards or your job at Vanguard.
Working, including serving as a director, officer, or in an advisory capacity, for any business or enterprise that competes with Vanguard.
Working for any organization that could benefit from your knowledge of confidential Vanguard information, such as new Vanguard products, services, or technology.
Serving on the board of a publicly traded company (or on the board of a company reasonably expected to become a public company through an IPO).
Using Vanguard time, equipment, services, Crew Members, or property for the benefit of the outside business activity.
6
You may engage in outside business activities that do not conflict with Vanguards interests; however, you must obtain approval from the Compliance Department for certain outside business activities.
Allowing your activities, or the time you spend on them, to interfere with the performance of your job.
Accepting a business opportunity from someone who does, or seeks to do, business with Vanguard if the person made the offer because of your position at Vanguard.
Selling interests, soliciting investors, or referring participants to a Private Securities Transaction.
3.1(b) What activities require preclearance?
You are required to obtain written prior approval for the following outside activities:
Compensated positions held outside of Vanguard.
All entrepreneurial activities, including home and family businesses and independent consulting.
Volunteer positions that involve recommending or approving Securities for an organization. This includes, but is not limited to, serving on the finance or investment committee of a nonprofit organization, or serving as treasurer for a homeowners association or on a school board.
Any activity where your role is similar or closely related to your responsibilities at Vanguard.
Any government position, whether paid or unpaid, elected or appointed (e.g., an elected official or member, director, officer, or employee of a government agency, authority, advisory board or other board, such as a public school or library board).
Any official position with any federal, state, or local government authority, or service as a board member or in any representative capacity for any civic, public interest, or regional business interest organization (e.g., you are the executive director of a local chamber of commerce or on the board of a wildlife protection organization).
Any compensated or non-compensated position on a private company board. This includes positions on boards of nonprofit organizations; charitable foundations; universities; hospitals; and civic, religious, or fraternal organizations.
Any position on a panel or committee of an index provider.
Acting as a real estate agent or conducting any mortgage-related activities.
Any teaching positions where the subject matter relates to Vanguard business that is not in the course of your duties for Vanguard.
3.1(c) What activities do not require preclearance?
You are not required to obtain written approval for the following activities:
Compensated positions in a retail businessfor example, positions in retail or department stores or in the food service industry.
Ownership of a second home, rental property, or Investment property.
Selling items on online auction sites, so long as it is not operated as a business.
Unpaid positions with holding companies, trusts, or non-operating entities that hold your or your familys real estate or other Investments, provided the Securities would not otherwise require approval if held directly.
3.1(d) When and how do I preclear an outside business activity?
You are required to obtain approval for outside business activities:
If you are already participating in an activity upon joining Vanguard.
Before accepting any new activity.
If there are any changes to a previously reported activity.
In some situations, you will receive a follow-up form from the Compliance Department requiring that you obtain approval from a Vanguard Officer or Managing Director.
Note: Vanguard Officers may not accept or participate in any form of outside activities unless they have received written approval from a Vanguard Managing Director or the Chief Executive Officer in addition to receiving written approval from the Compliance Department.
8
Gifts and Entertainment
When doing business with clients, vendors, potential clients, and others, you must abide by limitations on giving and receiving gifts and business entertainment. In addition, you must report all gifts and entertainment to the Compliance Department.
Web Resource To seek preclearance for an outside activity, or to report a change or discontinuation of an outside activity, complete the Outside Business Activities and Conflicts of Interest Form under My CrewNet/My Compliance on CrewNet.
Section 4. Gift and Entertainment Policy
You are subject to Vanguards Gift and Entertainment Policy, which is considered an integral part of the Code. There are restrictions on the extent to which gifts or entertainment may be received from or provided to any third party.
Web Resource Refer to the Gift and Entertainment Policy on the Code of Ethics Resource page on CrewNet for information and guidelines.
Section 5. Anti-Bribery Policy
You are subject to Vanguards Anti-Bribery Policy, which prohibits the offer, promise, payment, or provision of money or anything of value to any party for the purpose of improperly obtaining, directing, or retaining business or securing an improper advantage for Vanguard.
Web Resource Refer to the Anti-Bribery Policy on the Code of Ethics Resource page on CrewNet for information and guidelines.
Section 6. Duty of Confidentiality
You must keep confidential any non-public information that you may have obtained while working at Vanguard at all times. This information includes, but is not limited to:
Information on the Vanguard Funds (e.g., recent or impending Securities transactions, activities of the funds advisors, offerings of new funds, changes to fund minimums or other provisions in the prospectus, or closings of funds).
Information on current or prospective Vanguard Clients (e.g., their personal information, Investments, or account transactions).
Information about other Crew Members or Independent Directors and Trustees (e.g., their pay, benefits, position level, and performance ratings).
Information on Vanguard business activities (e.g., new services, products, technology, or business initiatives).
You must not reveal confidential information to any party that does not have a clear and compelling need to know such information.
Section 7. Personal Trading Activities
You must avoid taking personal advantage of your knowledge of Securities activity in Vanguard Funds or in client accounts. The Code includes specific restrictions on personal investing but cannot anticipate every fact pattern or situation. You should adhere at all times to the spirit, and not just the letter, of the Code.
7.1Trading Prohibitions and Requirements for all Crew Members
7.1(a) What are the trading prohibitions applicable to all Crew Members?
Engaging in conduct that is deceitful, fraudulent, or manipulative, or that involves false or misleading statements, in connection with the purchase or sale of a Security by a Vanguard Fund.
Intentionally, recklessly, or negligently circulating false information or rumors that may affect the Securities markets or may be perceived as market manipulation.
10
You are prohibited from
engaging or participating
in any form of bribery.
Trading on knowledge of Vanguard Fund activities. Taking personal advantage of knowledge of recent or impending Securities activities of the Vanguard Funds or their Investment advisors. You are prohibited from purchasing or sellingdirectly or indirectlyany Security or Related Security when you know that the Security is being purchased or sold, or considered for purchase or sale, by a Vanguard Fund (with the exception of an index fund). This prohibition applies to all Securities in which the person has acquired or will acquire Beneficial Ownership.
Vanguard InsiderTrading Policies. You are subject to the Insider Trading Policy of the Vanguard affiliate for which you work. The Insider Trading Policies are considered an integral part of the Code. Each Insider Trading Policy prohibits you from buying or selling any Security while in possession of material, non-public information about the issuer of the Security. The policies prohibit you from communicating any non-public information about any Security or issuer of Securities to third parties.
Web Resource Refer to your local Insider Trading Policy on the Code of Ethics Resource page on CrewNet for further information.
7.1(b) Are all Crew Members required to hold Securities in a Brokerage Account at Vanguard?
U.S. Crew Members and their Immediate Family Members are required to hold all Reportable Securities within a Vanguard Brokerage Account.
New Crew Members will have 60 days to complete the transfer of all Reportable Securities from an investment firm to Vanguard.
Quick Guide: Refer to
the Securities to be Held
at Vanguard document,
which can be accessed
from the Code of Ethics
on CrewNet.
Non-U.S. Crew Members and their Immediate Family Members may trade and hold Reportable Securities with a non-Vanguard brokerage firm. Crew Members shall arrange, where possible, for their local Compliance Department to receive duplicate statements and confirmations directly from the brokerage firm.
Quick Guide: Refer
to the Trading and
Reporting Requirements
for Non-Access Persons
document, which can be
accessed from the Code
of Ethics on CrewNet.
7.1(c) Are there additional trading requirements or restrictions for Crew Members?
There are additional trading requirements and restrictions for Crew Members in Australia and Japan, and for VAI Access Persons in the United States (see Appendix B). In addition, there are specific provisions for non-U.S. Crew Members who are Fund Access Persons and who have discretionary Investment management arrangements with a third party.
In addition, your local Compliance Department has authority, with appropriate notice to you, to apply any or all of the trading restrictions specified in Section 7.2 to Non-Access Persons. For example, Access Person provisions may be applied to a Non-Access Person who gains access, through system access or otherwise, to Vanguard Fund impending purchases or sales of Securities.
12
You are prohibited from buying or selling any Security while in the possession of material, non-public information about the issuer of the Security.
7.2 Trading Prohibitions and Requirements for Fund Access Persons
The requirements of this Section 7.2 apply to all transactions or holdings in which Fund Access Persons have or will acquire Beneficial Ownership of Securities.
7.2(a) What are the trade preclearance requirements?
You must obtain, for yourself and on behalf of your Immediate Family Members, preclearance for any transaction in a Covered Security.
Quick Guide: Refer
to the Trading and
Reporting Requirements
for Fund Access Persons
document, which can be
accessed from the Code
of Ethics on CrewNet.
7.2(b) How does a Fund Access Person obtain preclearance?
Preclearance requests must be submitted by completing the Preclearance Form on My CrewNet/ My Compliance or by contacting the Compliance Department. You must wait until you receive approval from the system before entering your trade either online or with your broker. Transactions in Covered Securities may not be executed before you receive approval.
Attempting to gain approval after the transaction has occurred is not permitted. Completing a personal trade before receiving approval or after the approval window expires constitutes a violation of the Code of Ethics. See Section 10 for more information regarding the sanctions that may be imposed as a result of a violation.
Same day limit orders are permitted; however, good til cancelled orders (such as orders that stay open indefinitely until a security reaches a specified market price) are not permitted.
Web Resource To seek preclearance, complete the Preclearance Form under My CrewNet/My Compliance on CrewNet.
7.2(c) How long is a preclearance approval valid?
| U.S. |
Crew Members: If you receive approval for |
| a |
market order, it will be effective until the close |
of trading on the same business day, unless otherwise revoked (e.g., if you receive approval on Monday, it is effective until market close on Monday). If you receive approval for a limit order, it must either be executed or expire at the close of trading on the same business day. If you wish to execute the limit order after the close of trading on the day you received approval, you must resubmit a preclearance request. Preclearance for limit orders is good for same day transactions only.
Non-U.S. Crew Members: If you receive approval, transactions must be executed no later than the end of trading on the next business day after the preclearance is granted. If the transaction is not placed within that time, you must submit a new request for approval before placing the transaction. If you preclear a limit order, that limit order must either be executed or expire at the end of the next business day. If you want to execute the order after the next business day period expires, you must resubmit your preclearance request.
7.2(d) Which types of Securities transactions do not require preclearance for Fund Access Persons?
You are not required to obtain preclearance for the following:
Purchases or sales where the person requesting preclearance has no direct or indirect influence or control (e.g., a Fund Access Person has a trust in his name but is not the trustee who places the transaction, provided the Fund Access Person has granted full Investment Discretion to the trustee and there has been no prior communication between them regarding the transaction).
14
Corporate actions in Covered Securities such as stock dividends, stock splits, mergers, consolidations, spin-offs, or other similar corporate reorganizations or distributions.
Purchases or sales made as a part of an Automatic Investment Program.
Purchases made upon the exercise of rights by an issuer in proportion to all holders of a class of its Securities, to the extent such rights were acquired for such issuer.
Acquisitions of Covered Securities through gifts or bequests.
7.2(e) Are there any prohibited transactions by Fund Access Persons?
Private Placements. You are prohibited from acquiring Securities in a Private Placement without prior approval from the Compliance Department. If you receive approval to purchase Securities in a Private Placement, you must disclose that Security if it subsequently goes to public offer or is pending listing on an exchange.
Web Resource To seek preclearance of a Private Placement, complete the Outside Business Activities and Conflicts of Interest Form under My CrewNet/My Compliance on CrewNet.
Futures and Options. You are prohibited from entering into, acquiring, or selling any Futures contract (including single stock futures) or any Option on any Security (including Options on ETFs).
IPOs. You are prohibited from acquiring Securities in an initial public offering.
Short-Selling. You are prohibited from selling short any Security that you do not own or from otherwise engaging in Short-Selling activities.
Short-TermTrading. You are prohibited from purchasing and then selling any Covered Security at a profit, as well as selling and then repurchasing a Covered Security at a lower price within 60 calendar days. A last-in-first-out accounting methodology will be applied to a
series of Security purchases when applying this holding rule. If you realize profits on short-term trades, you will be required to relinquish the profits. In addition, the trade will be recorded as a violation of the Code. For example, you are not permitted to sell a security at $12 that you purchased within the prior 60 days for $10. Similarly, you are not permitted to purchase a security at $10 that you sold within the prior 60 days for $12.
Spread Bets. You are prohibited from participating in Spread Betting on Securities, indexes, interest rates, currencies, or commodities.
7.2(f) What are the blackout periods for Fund Access Persons?
There are restrictions that apply to a transaction in a Covered Security if a Vanguard Fund has bought or sold the same (or Related) Covered Security within seven (7) calendar days.
There are two types of blackout periods:
Prohibited: the purchase or sale of a Covered Security after a Vanguard Fund trades in the same (or Related) Covered Security.
Note: Will result in a violation of the Code and could require you to sell the Covered Security and relinquish profits.
Permitted: the purchase or sale of a Covered Security seven calendar days before a Vanguard Fund purchases or sells the same (or Related) Covered Security.
Note: Even permitted purchases and sales could have consequences (e.g., extended holding period or relinquishing profits).
The Compliance Department may exempt from these prohibitions certain trades during blackout periods that coincide with trading by certain Vanguard Funds (e.g., index funds).
15
Quick Guide: Refer
to the Trading and
Reporting Requirements
for Fund Access Persons
document, which can be
accessed from the Code
of Ethics on CrewNet.
7.2(g) What happens if a Fund Access Person makes a prohibited purchase or sale during a blackout period (e.g., trades after a Vanguard Fund without approval)?
If you make a prohibited purchase, you must sell the Covered Security and relinquish any gain from the transaction (exclusive of commissions). In addition, the trade will be recorded as a violation of the Code.
If you make a prohibited sale, you must relinquish the difference (exclusive of commissions) between the sale price you received and the Vanguard Funds sale price (as long as your sale price is higher), multiplied by the number of shares you sold. In addition, the trade will be recorded as a violation of the Code.
Local law may also dictate the extent to which gains must be relinquished.
7.2(h) What happens if a Fund Access Person makes a permitted purchase or sale during a blackout period (e.g., trades before a Vanguard Fund)?
If you make a permitted purchase, you are not permitted to sell the Covered Security at a profit for six months after the Vanguard Funds purchase.
If you make a permitted sale, you must relinquish the difference (exclusive of commissions) between the sale price you received and the Vanguard Funds sale price (as long as your sale price is higher), multiplied by the number of shares you sold.
If you make a prohibited sale within the six-month period at a profit, you must relinquish the difference
(exclusive of commissions) between the purchase and sale prices you received multiplied by the number of shares you sold. In addition, the trade will be recorded as a violation of the Code.
Local law may also dictate the extent to which gains must be relinquished.
7.2(i) Are there any waivers to the above blackout periods?
The Compliance Department may waive the blackout restriction as it applies to the sale of a Covered Security if the Chief Compliance Officer (CCO) determines that its application creates a significant hardship to you (e.g., repeated rejection of preclearance requests) and, in the opinion of the CCO, there is no conflict between your trade and the Vanguard Fund trade.
Web Resource To request a hardship exemption, complete the Hardship Waiver Request Form on the Code of Ethics Resource page on CrewNet.
7.2(j) What happens if a Fund Access Person makes a short-term trade in a Vanguard Fund?
The Compliance Department will monitor trading in Vanguard Funds and will review situations where Vanguard Fund shares are redeemed within 30 calendar days of purchase (a short-term trade). You may be required to relinquish any profit made on a short-term trade and will be subject to disciplinary action if the Compliance Department determines that the short-term trade was detrimental to the interests of a Vanguard Fund or a Vanguard Client or that there is a history of frequent trading by the Crew Member or his or her Immediate Family Members. For purposes of this paragraph:
A redemption includes a redemption by any means, including an exchange out of a Vanguard Fund.
This policy does not cover purchases and redemptions/sales (i) into or out of Vanguard money market funds, Vanguard short-term bond funds, or Vanguard ETFs; or (ii) through an Automatic Investment Program.
16
Personal Trading Activities
You are required to abide by the Code of Ethics requirements related to holding, reporting, and trading Securities for personal benefit. Personal trading restrictions and reporting requirements vary depending on the rules of the country you are working in and whether you are an Access Person or a Non-Access Person.
7.3 Crew Member Obligations when Purchasing, Redeeming, or Holding Vanguard Funds
The following is a summary of obligations applicable to Crew Members who purchase, redeem, or hold Vanguard Funds:
When purchasing, exchanging, or redeeming shares of Vanguard Funds, you and your Immediate Family Members must adhere to the policies and standards set forth in the funds prospectuses, including policies on market-timing and frequent trading.
If you are considered a Fund Access Person or a VAI Access Person, you will be required to disclose any internal and external accounts holding Vanguard Funds; however, you will not be required to seek prior trade approval for purchases or redemptions in Vanguard Funds from the Compliance Department.
If you are considered a Fund Access Person, the Compliance Department will monitor short-term trading (purchase and sale within 30 days) in Vanguard Funds. See Section 7.2(j).
U.S. Crew Members may hold Vanguard Funds outside of Vanguard; however, Vanguard ETFs must be held in a Vanguard brokerage account.
All Non-U.S. Crew Members are required to report holdings and transactions in Vanguard ETFs. Additionally, Non-U.S. Crew Members that are Fund Access Persons are required to report holdings and transactions in Vanguard mutual funds.
Section 8. Reporting Requirements
The reporting requirements of this Section 8 apply to all transactions or holdings in which Crew Members have or will acquire Beneficial Ownership of Securities.
8.1 Reporting Requirements for U.S. Crew Members
8.1(a) What are the standard reporting requirements for U.S. Crew Members?
Initial Holdings Report All new Crew Members are required to complete and submit to the Compliance Department an Initial Holdings Report disclosing all Covered Accounts and all Reportable Securities when they join Vanguard. This includes Brokerage Accounts held at Vanguard as well as those held at another financial institution. This information must be current as of 45 calendar days prior to joining Vanguard.
Web Resource New hires will receive an Initial Holdings Report via email. Status of completion can be found in CrewNet under My CrewNet/My Compliance.
In addition, you must notify the Compliance Department if you or an Immediate Family Member has subsequently opened or intends to open a Covered Account with a financial institution (e.g., broker, dealer, advisor, or any other professional money manager), has acquired holdings in Reportable Securities, or if a preexisting Covered Account (including a Vanguard Brokerage Account) becomes associated with you (such as through marriage or inheritance).
Disclose new Covered Accounts and holdings by sending an email to Vanguard Compliance.
Quick Guide: Refer to the
Trading and Reporting
Requirements for
Non-Access Persons
document, which can be
accessed from the Code
of Ethics on CrewNet.
Duplicate statements and transaction confirmations. You must disclose transactions in Reportable Securities made by you and your Immediate Family Members. For Brokerage accounts held at Vanguard that you have disclosed, the Compliance Department will receive transaction confirmations automatically. For each approved Covered Account and any holdings of
18
Reportable Securities held outside of Vanguard, it is your responsibility to ensure that duplicate statements and transaction confirmations are delivered to the Compliance Department. If the outside investment firm is not able to send statements and transaction confirmations directly to Vanguard, you will be required to submit copies immediately after you receive them, unless you receive an exemption from this requirement from the Compliance Department. Transaction confirmations and statements are not required if the account does not have the ability to hold Securities (e.g., a traditional checking account).
8.1(b) What additional reporting requirements exist for U.S. Fund Access Persons and VAI Access Persons?
Initial Holdings Report In addition to the standard reporting requirements for all new U.S. Crew Members, you must also disclose the following:
Covered Accounts where you exercise Investment Discretion.
Accounts, 529 college savings plans, and annuity or insurance products holding Vanguard Funds.
Quick Guide: Refer to
the Trading and Reporting
Requirements for Fund
Access Persons and the
Trading and Reporting
Requirements for
VAI Access Persons
documents, which can be
accessed from the Code
of Ethics on CrewNet.
The information must be sent to the Compliance Department no later than ten (10) calendar days after you become a Fund Access or VAI Access Person.
QuarterlyTransaction Report You must report to the Compliance Department, within 30 days after the end of each calendar quarter, any transactions in Reportable Securities, holdings in Vanguard
Funds, 529 plans, and Annuity or Insurance products invested in Vanguard Funds held outside of Vanguard. You are not required to disclose transactions if the Compliance Department receives duplicate confirmations or statements within 30 calendar days after the end of each calendar quarter. If there are no transactions in Reportable Securities or new Covered Accounts to disclose, the report should state None.
Annual Holdings Report Each year, through the Annual Crew Certification, you must confirm that you have reported all Covered Accounts, holdings in Reportable Securities, and Vanguard mutual funds held outside of Vanguard.
8.2 Reporting Requirements for Non-U.S. Crew Members
8.2(a) What are the standard reporting requirements for Non-U.S. Crew Members?
Initial Holdings Report All new Crew Members are required to disclose all Covered Accounts and holdings of Reportable Securities to their local Compliance Department when they join Vanguard. This includes disclosure of all Covered Accounts where transactions are made under an Automatic Investment Program. The account and Security information will be requested and completed through the New Crew Certification process. This information must be current as of 45 calendar days prior to joining Vanguard.
Web Resource Disclose Covered Accounts and holdings in Reportable Securities within the Accounts and Holdings section under My CrewNet/My Compliance on CrewNet.
In addition, you must disclose if you or an Immediate Family Member has subsequently opened a Covered Account with a financial institution (e.g., broker, dealer, advisor, or any other professional money manager), has acquired holdings in Reportable Securities, or if a preexisting Covered Account becomes associated with you (such as through marriage or inheritance).
19
Quick Guide: Refer
to the Trading and
Reporting Requirements
for Non-Access Persons
document, which can be
accessed from the Code
of Ethics on CrewNet.
Reporting transactions You are required to report to your local Compliance Department any transactions in Reportable Securities. You do not have to report each transaction in a Covered Account if the transactions are made under an Automatic Investment Program.
Web Resource Disclose Reportable Securities transactions within the Accounts and Holdings section under My CrewNet/My Compliance on CrewNet.
Duplicate statements and transaction confirmations For each Covered Account and holdings in Reportable Securities, it is your responsibility to ensure that duplicate statements and transaction confirmations are being delivered to your local Compliance Department. If the Investment firm is not able to send statements and confirmations directly to Vanguard, you will be required to submit copies immediately after you receive them, unless you receive an exemption from this requirement from the Compliance Department. You do not have to send transaction confirmations if the transactions are made under an Automatic Investment Program.
Note: Have the Investment firm mail copies or interoffice mail transaction confirmations and statements to your local Compliance Department immediately upon your receipt.
8.2(b) What are the additional reporting requirements for Non-U.S. Crew Members that are Fund Access Persons?
Initial Holdings Report In addition to the standard reporting requirements for all new Non-U.S. Crew Members, you must also disclose the following: Covered Accounts where you exercise Investment Discretion.
Accounts, pension plans, and annuity or insurance products holding Vanguard Funds.
Accounts holding Vanguard Funds where transactions are made under an Automatic Investment Program.
The information must be sent to the Compliance Department no later than ten (10) calendar days after you become a Fund Access Person.
Web Resource Disclose Covered Accounts, holdings in Vanguard Funds, and Reportable Securities within the Accounts and Holdings section under My CrewNet/My Compliance on CrewNet.
Quick Guide: Refer
to the Trading and
Reporting Requirements
for Fund Access Persons
document, which can be
accessed from the Code
of Ethics on CrewNet.
QuarterlyTransaction Reports You must report to the Compliance Department, within 30 days after the end of each calendar quarter, any transactions in Reportable Securities, holdings in Vanguard Funds, 529 plans, and Annuity or Insurance products invested in Vanguard Funds held outside of Vanguard. You are not required to disclose transactions if the Compliance Department receives duplicate confirmations or statements within 30 calendar days after the end of each calendar quarter. If there are no transactions in Reportable Securities or new Covered Accounts to disclose, the report should state None.
20
Certification
Requirements
On an annual basis,
you are required to
acknowledge that
you understand the
Code of Ethics and
will comply with its
provisions.
Annual Holdings Report Each year, through the Annual Crew Certification, you must confirm that you have reported all Covered Accounts, Reportable Securities, and Vanguard mutual funds.
For Fund Access Persons of Vanguard Investments Hong Kong, Limited (VIHK) the holdings disclosure requirement is semi-annual, including the provision of statements.
8.3 Obligations for all Crew Members to Report Violations
Any Crew Member who is aware of a violation of the Code should report the violation to his local Compliance Department immediately.
Section 9. Certification Requirements
9.1 Certification Requirements for all Crew Members
9.1(a) What are the certification requirements as a new Crew Member?
New Crew Certification All new Crew Members must certify to the Compliance Department, that (i) they have read and understand the Code, (ii) they will comply with all requirements of the Code, and (iii) they will report all required transactions.
9.1(b) What are the annual certification requirements?
Annual Crew Certification All Crew Members must certify annually that (i) they have read and understand the Code, (ii) they have and will continue to comply with all requirements of the Code, and (iii) they will report all required transactions. In addition, Fund Access and VAI Access Persons must confirm that they have reported all Covered Accounts and Reportable Securities required pursuant to the requirements of the Code.
Section 10. Sanctions
Potential violations of the Code will be investigated by your local Compliance Department. All violations of the Code will be reported to the Vanguard CCO. The Compliance Department (as authorized by the CCO) will impose whatever sanctions are considered to be necessary and appropriate under the circumstances and in the best interests of Vanguard Clients. These sanctions, subject to local laws, may include, without limitation, bans on personal trading, disgorgement of trading profits, and personnel action, including termination of employment, where appropriate.
The CCO, in his or her discretion, may waive compliance with any particular provision of this Code if he or she deems it necessary to avoid an unjust result and there is no apparent conflict of interest.
Section 11. Vanguard Expatriates
If you have been seconded from your country of employment (Home Country) to an overseas affiliate (Host Country), you must follow the following reporting requirements:
All Outside Business Activities preclearance requests must be submitted to the Home Country for approval.
All gifts and entertainment must be submitted to the Host Country for approval.
Where applicable, any application for preapproval of personal account dealing and associated account holdings and trade reporting must be submitted to the Home Country.
22
Appendices
Appendix A.
Definitions
Appendix B.
Additional Personal Trading Activities
Appendix C.
Independent Directors and Trustees (U.S. Crew Only)
Appendix A. Definitions
The following definitions apply throughout the Code.
American Depository Receipts (ADRs) A receipt that represents a specific number of shares of a foreign-based corporation held by a U.S. bank and entitles the holder to all dividends and capital gains. Through ADRs, investors can buy shares of foreign-based companies in the United States instead of in foreign markets.
Automatic Investment Program
A program in which regular periodic purchases (or withdrawals) are made automatically in (or from) Investment accounts, according to a predetermined schedule and allocation. An Automatic Investment Program includes a dividend reinvestment plan.
Bankers Acceptance
A money market instrument guaranteed by a bank; it is generally used by nonfinancial firms for international trade.
Beneficial Ownership
The opportunity to directly or indirectlythrough any contract, arrangement, understanding, relationship, or otherwiseshare at any time in any economic interest or profit derived from an ownership of or a transaction in a Security. You are deemed to have Beneficial Ownership in the following:
Any Security owned individually by you.
Any Security owned by an Immediate Family Member.
Any Security owned in joint tenancy, as tenants in common, or in other joint ownership arrangements.
Any Security in which an Immediate Family Member has Beneficial Ownership if the Security is held in an account over which you have decision-making authority (e.g., you act as a trustee, executor, or guardian, or you provide Investment advice).
Your interest as a general partner or manager/ member in Securities held by a general or limited partnership or limited liability company.
Your interest as a member of an Investment club or an organization that is formed for the purpose of investing in a pool of monies or Securities.
Your ownership of Securities as a trustee of a trust in which either you or an Immediate Family Member has a vested interest in the principal or income of the trust or your ownership of a vested interest in a trust.
Securities owned by a corporation which is directly or indirectly controlled by, or under common control with, such person.
Bond
A debt security (IOU) issued by a corporation, government, or government agency in exchange for the money the bondholder lends it.
Bribery
The act of making an illegal payment from one party to another, usually in return for a legal or financial favor.
Brokerage Account
Any account where a Crew Member can transact in Securities, including Automatic Investment Programs, employee stock purchase programs, and employee stock option programs.
Certificate of Deposit (CD)
An insured, interest-bearing deposit at a bank that requires the depositor to keep the money invested for a specified period.
Closed-End Fund
A fund that offers a fixed number of shares. The fixed number of shares outstanding are offered during an initial subscription period, similar to an initial public offering. After the subscription period is closed, the shares are traded on an exchange between investors, like a regular stock.
Commercial Paper
A promissory note issued by a large company in need of short-term financing.
24
Contract for Difference (CFD)
A contract between two parties, typically described as buyer and seller, stipulating that the seller will pay the difference between the current value of an asset and its value at contract time. (If the difference is negative, then the buyer pays instead of the seller.)
Covered Account
A Brokerage Account or any other type of account that holds, or is capable of holding, Reportable Securities.
Covered Security
Any Security (as defined below), other than (i) Direct Obligations of a Government; (ii) Bankers Acceptances, bank Certificates of Deposit, Commercial Paper, and High-Quality Short-Term Debt Instruments, including Repurchase Agreements; (iii) shares issued by Open-End Investment companies (although for European subsidiaries, this is limited to UCITS schemes, a non-UCITS retail scheme, or another fund that is subject to supervision under the law of an EEA state which is an index fund or which requires an equivalent level of risk spreading in their assets); (iv) life policies; and (v) exchange-traded funds and exchange-traded notes.
Crew Member
All employees, officers, directors, and trustees of Vanguard or a Vanguard fund.
Debenture
An unsecured debt obligation backed only by the general credit of the borrower.
Direct Obligations of a Government
A debt that is backed by the full taxing power of any government. These Securities are generally considered to be of the very highest quality.
Evidence of Indebtedness
Written agreements for enforceable obligations to pay money.
Exchange-Traded Fund (ETF)
An investment with characteristics of both mutual funds and individual stocks. Many ETFs track an index, a commodity, or a basket of assets. Unlike mutual funds, ETFs can be traded throughout the day. ETFs often have lower expense ratios but must be purchased and sold through a broker, which means you may incur commissions.
Exchange-Traded Note (ETN)
A senior, unsecured, unsubordinated debt Security issued by a financial institution, backed only by the credit of the issuer. ETNs have a maturity date but typically pay no periodic coupon interest and offer no principal protection. At maturity, an ETN investor receives a cash payment linked to the performance of the corresponding index, less fees.
Fund Access Person
Any officer, director, or trustee of Vanguard or a Vanguard Fund, excluding Independent Directors and Trustees, and any Crew Member who, in the course of his or her regular duties, participates in the selection of a Vanguard Funds Securities or who works in a Vanguard department or unit that has access to information regarding a Vanguard Funds impending purchases or sales of Securities. For Crew Members who are not officers, the Compliance Department designates Fund Access Persons by department number.
Quick Guide: Refer to
the Fund Access Person
Departments document,
which can be accessed
from the Code of Ethics
on CrewNet.
Futures/Futures Contract
A contract to buy or sell specific amounts of a commodity or financial instrument (such as grain, a foreign currency, or an index) for an agreed-upon price at a certain time in the future. Sometimes the arrangements in a contract prescribe that settlements are made through cash payments, rather than the delivery of physical goods or Securities; this is called Contract for Difference.
25
High-Quality Short-Term Debt Instrument An instrument that has a maturity at issuance of less than 366 days and that is rated in one of the two highest ratings categories by a nationally recognized statistical rating organization, or an instrument that is unrated but determined by Vanguard to be of comparable quality.
Immediate Family Members Your spouse, domestic partner (an unrelated adult with whom you share your home and contribute to each others support), and minor children.
Independent Directors and Trustees
Any director or trustee who is not an interested person of a Vanguard fund within the meaning of Section 2(a)(19) of the Investment Company Act of 1940.
Initial Public Offering (IPO)
A corporations first offering of common stock to the public.
Investment
A monetary asset purchased with the idea that the asset will provide income in the future or appreciate and be sold at a higher price.
Investment Contract
Any contract, transaction, or scheme whereby a person invests money in a common enterprise and is led to expect profits solely from the efforts of the promoter or third party.
Investment Discretion
The authority an individual may exercise, with respect to investment control or trading discretion, on another persons account (e.g., executor, trustee, or power of attorney).
Money Market Fund
A mutual fund that seeks income, liquidity, and a stable share price by investing in very short-term investments. Money market funds are suitable for the cash reserves portion of a portfolio or for holding funds youll need soon.
Non-Access Person
Any Crew Member who is not a Fund Access Person or Vanguard Advisers, Inc. (VAI) Access Person.
Note
A financial security that generally has a longer term than a bill, but a shorter term than a bond. However, the duration of a note can vary significantly and may not always fall neatly into this categorization. Notes are similar to bonds in that they are sold at, above, or below face (par) value; make regular interest payments; and have a specified term until maturity.
Open-End Fund
A mutual fund that has an unlimited number of shares available for purchase.
Option
The right, but not the obligation, to buy (for a call Option) or sell (for a put Option) a specific amount of a given stock, commodity, currency, index, or debt, at a specified price (the strike price) during a specified period or on one particular date.
Private Placement
The sale of securities to a relatively small number of select investors (as opposed to a public issue, in which Securities are made available for sale on the open market) in order to raise capital. Investors involved in private placements are usually large banks, mutual funds, insurance companies, and pension funds.
Private Securities Transaction
An Investment in an enterprise or unregistered security that is not typically held in a traditional Brokerage Account. They are personal Securities outside of Vanguard, which includes interests in limited partnerships, Private Placements, or restricted stock.
26
Real Estate Investment Trust (REIT)
A publicly traded company that invests in real estate and distributes almost all of its taxable income to shareholders. REITs often specialize in a particular kind of property. They can, for example, invest in real estate such as office buildings, shopping centers, or hotels; purchase real estate (an equity REIT); and provide loans to building developers (a mortgage REIT). REITs offer the opportunity for smaller investors to invest in real estate.
Related Security
Any Security or instrument that provides economic exposure to the same company or entityprovided, however, that equity instruments will not be considered related to fixed income instruments (other than convertible Bonds) and vice-versa. For example, all of the following instruments would be related to the common Stock of Company X: Options, Futures, Rights, and Warrants on Company X common Stock; preferred Stock issued by Company X; and Bonds convertible into Company X common Stock. Similarly, different Bonds issued by Company X would be related to one another.
Reportable Securities
Any Covered Security (as defined above), ETFs, and ETNs.
Repurchase Agreement
An arrangement by which the seller of an asset agrees, at the time of the sale, to buy back the asset at a specific price and, typically, on a given date.
Rights
A Security giving stockholders entitlement to purchase new shares issued by the corporation at a predetermined price (normally at a discount to the current market price) in proportion to the number of shares already owned. Rights are issued only for a short period of time, after which they expire.
Security
Any Stock, Bond, money market instrument, Note, evidence of indebtedness, debenture, Warrant, Option, Investment Contract, ETF, ETN, or any other Investment or interest commonly known as a Security.
Short-Selling
The sale of a Security that the investor does not own to take advantage of an anticipated decline in the price of the security. To sell short, the investor must borrow the security from a broker to make delivery to the buyer.
Spread-Betting
A way of trading that enables you to profit from the movement of a wide range of markets from shares to currencies, commodities and interest rates. It allows you to trade on whether the price quoted for these financial instruments will go up or down.
Stock
A Security that represents part ownership, or equity, in a corporation. Each share of stock is a proportional stake in the corporations assets and profits, some of which could be paid out as dividends.
Unit Investment Trust (UIT)
An SEC-registered Investment company that purchases a fixed, unmanaged portfolio of income-producing Securities and then sells shares in the trust to investors, usually in units of at least $1,000.
Vanguard
The Vanguard Group, Inc. (VGI) and any of its affiliates including, but not limited to, Vanguard Global Advisors Inc., Vanguard National Trust Company, Vanguard Advisors Inc., Vanguard Investments Australia Ltd, Vanguard Investments Hong Kong Ltd, Vanguard Investments Japan, Ltd, Vanguard Investments Singapore, Ltd, Vanguard Asset Services, Ltd, Vanguard Asset Management, Ltd (and any branch office thereof), Vanguard Investments, UK Ltd, Vanguard Investments Switzerland GmbH, Vanguard Group (Ireland) Limited, and Vanguard Investments Canada Inc.
27
Vanguard Advisers, Inc. (VAI) Access Person Any VAI officer, as well as any Crew Member who is involved in making Securities recommendations to VAI clients, or has significant levels of interaction or dealings with VAI clients for the purposes of providing VAI services to clients. For VAI Crew Members who are not officers, the Compliance Department designates access persons by department numbers.
Quick Guide: Refer to
the VAI Access Person
Departments document,
which can be accessed
from the Code of Ethics
on CrewNet.
Vanguard Clients
The clients of VGI, or any of its affiliates, and investors in the Vanguard Funds, including the Vanguard Funds themselves.
Vanguard Expat
A Crew Member employed by a Vanguard entity in a country other than the one in which he or she is working. For example, Vanguard sends you from your job in the Pennsylvania office to work for an extended period in its London office; once you are in London, you would be considered an expatriate or expat.
Vanguard Funds
The mutual funds, ETFs, and any other accounts sponsored or managed by Vanguard. This includes, but is not limited to, separately managed accounts and collective trusts.
Vanguard Officers
Those Vanguard Crew Members at a Principal-level position or higher.
Warrant
An entitlement to purchase a certain amount of common stock at a set price (usually higher than the current price) during an extended period of time. Usually issued with a fixed-income security to enhance its marketability, a warrant can be transferred, traded, or exercised by the holder.
28
Appendix B. Additional Personal Trading Activities
| B.1 |
Australia |
| B.1(a) |
What are the Vanguard Fund reporting |
requirements for Crew Members in Australia?
Crew Members and their Immediate Family Members in Australia will be required to disclose their Vanguard Fund accounts in My CrewNet/ My Compliance but are not required to report transactions in Vanguard Funds to the local Compliance Department. For monitoring purposes, the local Compliance Department will access their records via the transfer agency system maintained at VIA, as required.
Note: Trades in Vanguard ETFs are required to be reported, as these records are not held by VIA.
| B.2 |
Japan |
| B.2(a) |
What are the additional trading |
restrictions for Crew Members in Japan?
Crew Members are prohibited from activities including, but not limited to, placing an order with other association members (i.e., Investment firms), for the sale, purchase, or other transaction in Securities, without obtaining prior written consent from their local Compliance Department; and engaging in margin transactions, Securities-related derivatives transactions, and specified OTC derivatives transactions on their own account.
| B.3 |
U.S. VAI Access Persons |
| B.3(a) |
What are the additional trading |
restrictions for U.S. Crew Members that are VAI Access Persons?
You are subject to the following restrictions with respect to any transaction in which you will acquire any direct or indirect Beneficial Ownership:
Prohibition on Private Placements. You are prohibited from acquiring Securities in a Private Placement without prior approval from your
local Compliance Department. In the event you receive approval to purchase Securities in a Private Placement, you must disclose that Investment if you play any part in a Vanguard Clients later consideration of an Investment in the issuer.
Prohibition on IPOs. You are prohibited from acquiring Securities in an IPO.
Prohibition on Short-Selling. You are prohibited from selling any Security that you do not own or otherwise engaging in Short-Selling activities.
Prohibition on short-term trading. You are prohibited from purchasing and then selling any Covered Security at a profit, as well as selling and then repurchasing the Covered Security at a lower price within 60 calendar days. A last-in-first-out accounting methodology will be applied to a series of Securities purchases when applying this holding rule. If you realize profits on such short-term trades, you must relinquish the profits to The Vanguard Group Foundation (exclusive of commissions).
Prohibition on short-term trading on options.
You may hold options on a Covered Security until you exercise the options or the options expire. However, you may not otherwise close any open positions within 60 calendar days. If you realize profits on such short-term trades, you must relinquish such profits to The Vanguard Group Foundation (exclusive of commissions). For example, you would not be permitted to sell a Covered Security at $12 that you purchased within the prior 60 days for $10. Similarly, you would not be permitted to purchase a Covered Security at $10 that you had sold within the prior 60 days for $12.
B.4 Non-U.S. Crew Members that have Discretionary Management Arrangements
B.4(a) Do I need to report discretionary Investment management arrangements if I am a non-U.S. Crew Member that is a Fund Access Person?
If you, your spouse, or domestic partner have an arrangement in place with a third party to manage Securities on a discretionary basis,
29
you must provide a copy of the discretionary management agreement to your local Compliance Department in advance of any transactions subject to the agreement. In addition, a Discretionary Management Approval Form must be submitted online via the Code of Ethics System, which is accessible through CrewNet.
Web Resource Complete the Discretionary Management Approval Form during account setup in My CrewNet/My Compliance.
If your local Compliance Department deems that the arrangement does not allow any prior communication or instruction in connection with the transaction between you or your Immediate Family Member and the portfolio manager of the account, the arrangement will be approved. You and your Immediate Family Members will not need to obtain preclearance of trades or report transactions or holdings that are subject to such an arrangement. However, you will be required to provide holdings and transaction reports to your local Compliance Department. If your local Compliance Department does not approve the arrangement, then the general requirements of the Code will apply.
Appendix C: Independent Directors and Trustees (U.S. Crew Only)
Independent Directors and Trustees of the Vanguard Funds are required to report Securities transactions to the Compliance Department only when a transaction is completed within 15 days of a security being purchased or sold by a Vanguard Fund and the Director/Trustee had knowledge (or should have had knowledge) of the transaction.
Additionally, the following Sections of the Code are applicable to Independent Directors and Trustees:
Sections |
Standards of Conduct (excludes the |
Section 2 |
reporting requirements for conflicts of interest) |
Section 5 Section 6 Section 7 |
Anti-Bribery Policy Duty of Confidentiality Personal Securities Activities 7.1(a) and 7.3 (first bullet) |
30
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