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EX-99.B9
SECOND AMENDED AND RESTATED FUNDS' SERVICE AGREEMENT
This second Amended and Restated Funds' Service Agreement, made as of
the 10th day of May, 1993 (the "Agreement"), between and among the 33
investment companies registered under the Investment Company Act of 1940 ("1940
Act"), whose names are set forth on the signature page of this Agreement, which
together with any additional investment companies which may become a party to
this Agreement pursuant to Section 5.4 are collectively called the "Funds"; and
The Vanguard Group, Inc., a Pennsylvania corporation ("Service Company").
Whereas, each of the Funds has heretofore determined (as evidenced by,
among many documents, prior versions* of this Agreement (the "Prior
Agreements"), and by prospectuses and proxy statements of the Funds related
thereto): (i) to manage and perform the corporate management, administrative
and share distribution functions required for its continued operation, (ii) to
create a structure which enhances the independence of the Funds from the
providers of external services, (iii) to share, on an equitable and fair basis,
with all of the other Funds the expenses of establishing the means to
accomplish these objectives at the lowest reasonable cost; and
Whereas, each of the Funds: (i) has heretofore determined that these
objectives can best be accomplished by establishing a company: (a) to be
wholly-owned by the Funds; (b) to provide corporate management, administrative,
and distribution services, and upon the reasonable request of any Fund to
provide other service to such Fund at cost; (c) to employ the executive,
managerial, administrative, secretarial and clerical personnel necessary or
appropriate to perform such services; and (d) to acquire such assets and to
obtain such facilities and equipment as are necessary or appropriate to carry
out such services, and to make those assets available to the Funds; and (ii)
since May 1, 1975 (or the commencement of its operations after this date) has
utilized Service Company, pursuant to the provisions of the Prior Agreements;
and
Whereas, each of the Funds recognizes 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 Seconded Amended and Restated Funds' Service Agreement with the
other Funds to set forth the current terms and provisions of the relationships
which the Funds have determined to establish;
Now, Therefore, each Fund agrees with each and all of the other Funds,
and with Service Company, as follows:
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*Funds' Service Agreement dated May 1, 1975; an Amended and Restated Funds'
Service Agreement dated October 1, 1977; and an Amended and Restated Funds'
Service Agreement dated May 10, 1993, as thereafter amended.
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1. 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
shareholders.
B. The cash purchase price to be paid by any Fund for the
Shares or other securities, expressed as a percentage of the total
purchase price for the additional securities to be paid by all of the
Funds shall not exceed the percentage which the then current net
assets of the Fund bears to the aggregate current net assets of all of
the Funds as of the most recent month-end preceding the purchase date.
1.3 Periodic Adjustments of Cash Investments. To maintain and
re-establish periodically a fair and proportionate ratio of cash investments by
each Fund in the Service Company as compared to its then current net assets,
each Fund agrees to purchase from one or more of the other Funds, or to sell
one or more of the Funds, sufficient Shares or other securities to re-establish
the ratio.
A. Such purchases and sales shall be made (1) as of the last
business day of any month upon the addition or withdrawal of any Fund
as a party to this Agreement, provided that if the addition or
withdrawal of a Fund creates no material disparity in the ratios (as
determined by the Service Company's Board of Directors), and no Fund
requests that an adjustment be made, the adjustment may be deferred
until the close of the Service Company's fiscal year; (2) in
connection with additional investments pursuant to Section 1.2; and
(3) annually as of the close of the Service Company's fiscal year, on
a date fixed by Service Company's Board of Directors within 90 days
after the close of the fiscal year unless there is no material
disparity in the ratios (as determined by the Service Company's Board
of Directors) and no Fund requests that an adjustment be made.
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B. The cash purchases and sale price of the Share or other
securities shall be for each Fund (1) in the case of Shares, the fair
market value of Shares determined in accord with generally accepted
accounting principles and procedures established by the Board of
Directors of Service Company; and (2) in the case of debt securities,
the face value thereof.
C. Unless specifically required by applicable law, the
issuance and transfer of Shares or other securities of Service
Company, and the cash investments of the Funds in Service Company, may
be evidenced by proper records of Service Company; and, no
certificates need be issued.
1.4 Limitation Upon Funds' Obligations to Make Cash Investments or
Purchases. Notwithstanding the provisions of Sections 1.1, 1.2 and 1.3, above,
no Fund shall be obligated to purchase Shares or other securities of Service
Company if, as a result of such purchase the Fund would thereby have invested
in cash a total of more than 0.40% of its then current net assets in Shares or
other securities of Service Company.
1.5 Restrictions on Transfer of Shares or Other Securities.
Each Fund agrees that it will not, without the written consent of all other
parties to this Agreement, transfer or dispose of or encumber any of its Shares
or other securities of Service Company except as provided in this Agreement,
and that, if issued, each certificate for Shares or other securities of Service
Company will be stamped with a legend referring to this restriction.
1.6 Assets of Service Company. The Funds agree that Service
Company may acquire, by purchase or lease, office space, furniture, equipment,
supplies, files, records, computer hardware and software, and other assets
necessary or appropriate for the discharge of the Service Company's
responsibilities hereunder. Each of the Funds hereby assigns and transfers to
Service Company any and all right, title and interest that it may have or
hereafter acquire in any such assets, subject to the rights of each Fund (A) to
receive the then fair value of such assets upon the purchase or sale of Shares
pursuant to this Agreement, (B) to the continued use of such assets in the
administration of the business affairs of a Fund so long as the Fund remains a
party to this Agreement.
1.7 Borrowing by Service Company. The Funds agree that Service
Company may borrow money, and may issue a note or other security in connection
with such borrowing, as long as such borrowing, is in connection with the
discharge of Service Company's responsibilities hereunder and is undertaken in
accord with procedures approved by the Service Company's Board of Directors.
II. SERVICES TO BE OBTAINED INDEPENDENTLY BY EACH FUND
2.1 Services and Expenses. Each Fund shall, at its own expense,
obtain from Service Company or an outside vendor (as that Fund's Board of
Directors shall determine):
A. Services of an independent public accountant.
B. Services of outside legal counsel.
C. Transfer agency services, including "shareholder services."
D. Custodian, registrar and dividend disbursing services.
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E. Brokerage fees, commissions and transfer taxes in
connection with the purchase and sale of securities for its investment
portfolio.
F. Investment advisory services.
G. Taxes and other fees applicable to its operations.
H. Costs incident to its annual or special meetings of
shareholders, including but not limited to legal and accounting fees,
and the preparation, printing and mailing of proxy materials.
I. Directors' fees.
J. Costs incurred in the continued maintenance of its
corporate existence, including reports to shareholders and government
agencies, and the expenses, if any, attributable to the registration
of the Fund's shares with Federal and state regulatory authorities.
K. And, in general and except as provided in Section 3.2(B),
any other costs directly attributable to and identified with a
particular Fund or Funds rather than all Funds which are parties to
this Agreement.
2.2 Disbursement of Payment for These Services.
Notwithstanding the provisions of Section 2.1 above, Service Company may, as
agent for any Fund, disburse to third parties payments for any of the foregoing
services or expenses. Each Fund shall reimburse Service Company promptly for
such disbursements made on behalf of the Fund.
III. SERVICES PROVIDED BY AND EXPENSES OF SERVICE COMPANY
3.1 Services to be Provided to Funds. Service Company
shall with respect to each Fund, subject to the direction and control of the
Board of Directors and officers of the Fund:
A. Manage, administer and/or conduct the general business
activities of the Fund.
B. Provide the personnel and obtain the office space,
facilities and equipment necessary to perform such general business
activities under the direction of the Funds' executive officers (who
may also be officers of Service Company) who will have the full
responsibility for the general management of these functions.
C. Establish wholly-owned subsidiaries, and supervise the
management and operations of such subsidiaries, as are necessary or
appropriate to carry on or support the business activities of the
Fund; and authorize such subsidiaries to perform such other functions
for the Funds, including organizing new investment companies which are
intended to become parties to this Agreement pursuant to Section 5.4,
as Service Company's Board of Directors shall determine. No
provisions hereof shall prohibit the Service Company from performing
such additional services to the Fund as the Fund's Board of Directors
may appropriately request and which two-thirds of the shareholders of
the Service Company shall approve.
3.2 Expenses of Operation of Service Company. Each of the Funds
agrees to pay to the Service Company, within 10 days after the last business
day of each month or at such other
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time as agreed to by the Fund and the Service Company, the Fund's portion of
the actual cost of operation (determined in accord with generally accepted
accounting principles) of Service Company for each monthly period, or for such
other period as is agreed upon, during which the Fund is a party to this
Agreement.
A. Corporate Management and Administrative Expenses. A Fund's
portion of the cost of operation of Service Company shall mean its
share of the direct and indirect expenses of Service Company's
providing corporate management and administrative services, including
distribution services of an administrative nature, as allocated among
the Funds with allocation of indirect costs based on one or more of
the following methods of allocation:
(1) Net Assets: The proportionate allocation of
expenses based upon the value of each Fund's net assets,
computed as a percentage of the value of total net assets of
all Funds receiving services from Service Company, determined
at the end of the last preceding monthly period.
(2) Personnel Time: The proportionate allocation of
expenses based upon a summary by each Fund of the time spent
by each employee who works directly on the affairs of one or
more of the Funds, computed as a percentage of the total time
spent by such employee on the affairs of all of the Funds.
(3) Shareholder Accounts: The proportionate allocation
of expenses based upon the number of each Fund's shareholder
accounts and transaction activity in those accounts, measured
over a period of time, relative to the total number of
shareholder accounts and transaction activity in those
accounts for all Funds receiving number of portfolio
transactions for all Funds receiving services from the Service
Company during such period.
(4) Such other methods of allocation as may be approved
by the Board of Directors of the Service Company based upon
its determination that the allocation method is fair to each
Fund in view of (i) the nature, amount and purpose of the
expenditure, (ii) the benefits, if any, to be derived directly
by each Fund relative to the benefits derived by other Funds,
(iii) the need or desirability for the Funds as a group to
provide competitive investment programs and services at
competitive prices for the group to survive and grow, (iv) the
benefits which each Fund derives by being a member of a strong
Fund group, and (v) such other factors as the Board considers
relevant to the specific expenditure and allocation.
B. Distribution Expenses. Each of the Funds expressly
agrees to pay to Service Company, as requested, the Fund's portion of
the actual cost of distributing shares of the Funds, which shall mean
its share of all of the direct and indirect expenses of a marketing
and promotional nature including, but not limited to, advertising,
sales literature and sales personnel, as well as expenditures on
behalf of any newly organized registered investment company which is
to become a party of this Agreement pursuant to Section 5.4. The cost
of distributing shares of the Funds shall not include
distribution-related expenses of an administrative nature, which shall
be allocated among the Funds pursuant to Section 3.2(A). Distribution
expenses of a marketing and promotional nature shall be allocated
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among the Funds in the manner approved by the Securities and Exchange
Commission in Investment Company Act Release No. 11645 (Feb. 25,
1981):
(1) 50% of these expenses will be allocated based upon
each Fund's average month-end assets during the preceding
quarter relative to the average month-end assets during
preceding quarter of the Funds as a group.
(2) 50% of these expenses will be allocated initially
among the Funds based upon each Fund's sales for the 24 months
ended with the last day of the preceding quarter relative to
the sales of the Funds as a group for the same period.
(Shares issued pursuant to a reorganization shall be excluded
from the sales of a Fund and the Funds as a group.)
(3) Provided, however, that no Fund's aggregate
quarterly contribution for distribution expenses, expressed as
a percentage of its assets, shall exceed 125% of the average
expenses for the Funds as a Group, expressed as a percentage
of the total assets of the Funds. Expenses not charged to a
particular Fund(s) because of this 125% limitation shall be
re-allocated to other Funds on iterative basis; and that no
Fund's annual expenses for distribution shall exceed 0.2% of
its average month-end net assets.
IV. CONCERNING THE SERVICE COMPANY
4.1 Name. Each Fund acknowledges and agrees:
A. that the name "The Vanguard Group, Inc.", and any variants
thereof used to identify (1) the Funds as a group, (2) any Fund as a
member of a group being served by Service Company, or (3) any other
person as being served or related to Service Company (whether now in
existence or hereafter created), shall be the sole and exclusive
property of Service Company, its affiliates and its successors.
B. That Service Company shall have the sole and exclusive
right to permit the use of said name or variants thereof so long as
this Agreement or any amendments thereto are effective.
C. That upon its withdrawal from this Agreement and upon the
written request of Service Company, the Fund shall cease to use, or in
any way to refer to itself as related to, "The Vanguard Group, Inc."
or any variant thereof.
The foregoing agreements on the part of each Fund are hereby
made binding upon it, its directors, officers, shareholders and
creditors and all other persons claiming under or through it.
4.2 Services to Others. The Service Company may render
services to any person other than the Funds so long as:
A. The services to be rendered to the Funds hereunder are not
impaired thereby.
B. The terms and provisions upon which the services are to be
rendered have been approved by the holders of a majority of the
Shares.
C. The services rendered for compensation and, to the extent
achievable, for the purpose of gaining a profit thereon.
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D. Any income earned and fees received by Service Company
shall be used to reduce the total costs and expenses of Service
Company.
4.3 Books, Records and Audits of Service Company. The Service
Company, and any subsidiary established pursuant to Section 3.1(C), shall
maintain complete, accurate and current books, records and financial statements
concerning its activities. To the extent appropriate it will preserve said
records in the manner and for the periods prescribed by law. Financial records
and statements shall be kept in accord with generally accepted accounting
principles and shall be audited at least annually by independent public
accountants (who may also be accountants for any of the Funds). Within 120
days after the close of Service Company's fiscal year it shall deliver to each
Fund a copy of its audited financial statements for that year and the
accountants report thereon. Service Company, on behalf of itself and any
subsidiary, acknowledges that all of the records they shall prepare and
maintain pursuant to this Agreement shall be the property of the Funds and that
upon a request of any Fund they shall make the Fund's records available to it,
along with such other information and data as are reasonably requested by the
Fund, for inspection, audit or copying, or turn said records over to the Fund.
4.4 Indemnification.
A. Each Fund (herein the "Indemnitor") agrees to indemnify,
hold harmless and reimburse (herein "indemnify") every other Fund,
Service Company and/or any subsidiary of Service Company (herein the
"Indemnitee"):
(1) which Indemnitee (a) was or is a party to, or is
threatened to be made a party to, any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (herein a "suit"), or (b)
incurs an actual economic loss or expense (herein a "loss").
(2) if: (a) such suit or loss arises from an action
or failure to act, event, occurrence, transaction or other
analogous happening (herein an "event") under circumstances in
which the indemnitee is involved in a suit or incurs a loss.
(i) as a result substantially of, or
attributable primarily to, its being a party
to this Agreement, or to its indirect
participation in transactions contemplated by
this Agreement; and
(ii) where the suit or loss arises
primarily and substantially from an event
related primarily and substantially to the
business and/or operations of the Indemnitor;
and
(b) an independent third party, who may but
need not be legal counsel for the Funds, advises the
Funds in writing (I) that the condition set forth in
"(1)" and "(2)(a)" have occurred and (ii) that the
Indemnitee is without significant fault or
responsibility for the suit or loss as measured by
the comparative conduct of the Indemnitor and
Indemnitee and by the purposes sought to be
accomplished by this Agreement.
B. The financial obligations of the Indemnitor under this
Section shall be limited to:
(1) In the case of a suit, to expenses (including
attorneys' fees), actually incurred by the Indemnitee. The
termination of any suit by judgment, order, settlement, or
upon a plea of nolo contendere or its equivalent, shall not,
of itself,
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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
Directors of the prospective Indemnitor in the specific case upon
receipt of an undertaking by or on behalf of the prospective
indemnitee to repay such amount unless it shall ultimately be
determined that the Indemnitee is entitled to be indemnified by the
Indemnitor as provided in this Section.
D. The indemnification provided by this Section shall not be
deemed exclusive of any other rights to which the Indemnitee may be
entitled under any agreement or otherwise.
V. TERM OF AGREEMENT
5.1 Effective Period. This Agreement shall become
effective on the date first written above, and shall continue in full force and
effect as to all parties hereto until terminated or amended by mutual agreement
of all parties hereto. The withdrawal pursuant to Section 5.2(A) or 5.2(B) of
one or more of the Funds from this Agreement shall not affect the continuance
of this Agreement except as to the parties withdrawing.
5.2 Withdrawal from Agreement.
A. Any Fund may elect to withdraw from this Agreement
effective at the end of any monthly period by giving at least 90 days'
prior written notice to each of the parties to this Agreement. Upon
the written demand of all other Funds which are parties to this
Agreement a Fund shall withdraw, and in the event of its failure to do
so shall be deemed to have withdrawn, from this Agreement; such demand
shall specify the date of withdrawal which shall be at the end of any
monthly period at least 90 days from the time of service of such
demand.
B. In the event of the withdrawal of any Fund from this
Agreement, all its rights and obligations, except for lease
commitments, under this Agreement (except such rights or obligations
as have accrued prior to the date of withdrawal) shall terminate as of
the date of the withdrawal. The withdrawing Fund shall surrender its
Shares to Service Company, and (1) shall be entitled to receive from
Service Company an amount equal to the excess of the fair value of (i)
its Shares of other securities Service Company as of the date of its
withdrawal less (ii) its proportionate interest in any liabilities of
Service Company, including when appropriate any commitments of Service
Company and unexpired leases at the date of withdrawal; (2) shall be
obligated to pay to 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 Service Company to the
withdrawing Fund shall be recoverable
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by Service Company from the Funds remaining under this Agreement in
accordance with the provisions of Sections 1.2, 1.3 and 1.4 hereof.
5.3 Termination by Mutual Consent. In the event that all Funds
withdraw from this Agreement without entering into a comparable successor
agreement, each Fund shall surrender its Shares to Service Company and after
payment by Service Company of all its liabilities, including the settlement of
unexpired lease obligations, shall:
A. Receive from Service Company in cash an amount equal to its
proportionate share of the actual value of all assets of the Service
Company which can be reduced readily to cash.
B. Negotiate in good faith with the other Funds provision for
the equitable use and/or disposition of assets of the Service Company
which are not readily reducible to cash.
5.4 Additional Parties to Agreement. Upon the favorable vote of
two-thirds of the shareholders and of the holders of two-thirds of the Shares
of the Service Company, any investment company registered under the Investment
Company Act of 1940 may become a party to this Agreement and share as a Fund in
all of the rights, duties and liabilities hereunder by adopting, executing and
delivering to the Service Company and the Funds a signed copy of this Agreement
which shall evidence that investment company's agreement to assume the duties
and obligations of a Fund hereunder. Upon the delivery of a signed copy of
this Agreement, the new Fund shall be subject to all the provisions of this
Agreement and become a holder of Shares by adjustment in cash investments among
the Funds pursuant to Section 1.3. No person shall become a holder of Shares
without becoming a party to this Agreement.
VI. GENERAL
6.1 Definition of Certain Terms. As used in this Agreement,
the terms set forth below shall mean:
A. "Fair Value of Shares" shall mean the proportionate interest,
as represented by the ratio of the number of Shares owned by a Fund to
the number of Shares issued and outstanding, in all assets of the
Service Company less all liabilities of the Service Company on the
date fair value is to be determined. Assets shall be valued at fair
market value. In case of any dispute as to the proportionate interest
of any Fund or as to the fair value of the Shares, the issue shall be
determined by the favorable vote of the holders of a majority of the
Shares, whose determination shall be conclusive upon the Fund.
B. "Person" shall mean a natural person, a corporation, a
partnership, an association, a joint-stock company, a trust, a fund or
any organized group of persons whether incorporated or not.
6.2 Assignment. This Agreement shall bind and inure to the
benefit of the parties thereto, their respective successors and assigns.
6.3 Captions. The captions in this Agreement are included
for convenience of reference only and in no way define any of the provisions
hereof or otherwise affect their construction or effect.
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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 an 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
beheld 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.
Attest: The Vanguard Group, Inc.
By
/s/ Xxxxxxx X. Xxxxxxxxx /s/ Xxxx X. Xxxxx
----------------------------------- ----------------------------------
SECRETARY CHAIRMAN AND CHIEF
EXECUTIVE OFFICER
The Vanguard Group of Investment Companies:
Vanguard Money Market Reserves, Inc.
Vanguard Institutional Portfolios, Inc.
Vanguard Municipal Bond Fund, Inc.
Vanguard California Tax-Free Fund
Vanguard Florida Tax-Free Fund
Vanguard New Jersey Tax-Free Fund
Vanguard New York Insured Tax-Free Fund
Vanguard Ohio Tax-Free Fund
Vanguard Pennsylvania Tax-Free Fund
Vanguard Bond Index Fund, Inc.
(formerly Vanguard Bond Market Fund, Inc.)
Vanguard Fixed Income Securities Fund, Inc.
Vanguard/Wellesley Income Fund, Inc.
(formerly Wellesley Income Fund, Inc.)
Vanguard Preferred Stock Fund
Vanguard Asset Allocation Fund, Inc.
Vanguard Convertible Securities Fund, Inc.
Vanguard/Wellington Fund, Inc.
(formerly Wellington Fund, Inc.)
Vanguard/Trustees' Equity Fund
(formerly Trustees' Commingled Fund)
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Vanguard Equity Income Fund, Inc.
Vanguard Index Trust
Vanguard International Equity Index Fund, Inc.
Vanguard Quantitative Portfolios, Inc.
Vanguard/Windsor Funds, Inc.
(formerly The Windsor Funds, Inc.)
Gemini II, Inc.
Vanguard/Primecap Fund, Inc.
(formerly PRIMECAP Fund, Inc.)
Vanguard World Fund, Inc.
Vanguard/Xxxxxx Growth Fund, Inc.
Vanguard Explorer Fund, Inc.
Vanguard Small Capitalization Stock Fund, Inc.
Vanguard Specialized Portfolios
Vanguard Variable Insurance Fund
Vanguard Admiral Funds, Inc.
Vanguard Balanced Index Fund, Inc.
Vanguard Tax-Managed Fund, Inc.
Vanguard Horizon Fund, Inc.
Attest:
/s/ Xxxxxxx X. Xxxxxxxxx By /s/ Xxxx X. Xxxxx
------------------------------------- -------------------------------
SECRETARY CHAIRMAN AND CHIEF
EXECUTIVE OFFICER
