AMENDED AND RESTATED CUSTODY AGREEMENT AMENDED AND RESTATED CUSTODY AGREEMENT, dated as of June 19, 2001 between each open-end management investment company listed on Schedule II hereto as amended from time to time (each such investment company, a...

AMENDED AND RESTATED CUSTODY AGREEMENT

AMENDED AND RESTATED CUSTODY AGREEMENT, dated as of June 19, 2001 between

each open-end management investment company listed on Schedule II hereto as

amended from time to time (each such investment company, a "Fund"), each a

business trust organized and existing under the laws of the State of Delaware

and registered with the U.S. Securities and Exchange Commission under the

Investment Company Act of 1940, as amended (the "1940 Act"), on behalf of

certain of their series (each a "Series") having their principal office and

place of business at c/o The Vanguard Group ("Vanguard"), X.X. Xxx 0000, Xxxxxx

Xxxxx, Xxxxxxxxxxxx 00000 and The Bank of New York, a New York corporation

authorized to do a banking business having its principal office and place of

business at Xxx Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Custodian").

W I T N E S S E T H:

that for and in consideration of the mutual promises hereinafter set forth each

Fund and Custodian agree as follows:

1. DEFINITIONS

Whenever used in this Agreement, the following words shall have the

meanings set forth below:

1.1 "AUTHORIZED PERSON" shall be any person, whether or not an officer or

employee of a Fund, duly authorized to execute any Certificate or to give any

Oral Instruction with respect to one or more Accounts, such persons to be

designated in a Certificate as may be received by Custodian from time to time.

2. "AUTOFAX" shall mean an unsigned hard copy facsimile generated by a

Fund's computer system and transmitted to Custodian.

3. "BNY AFFILIATE" shall mean any office, branch or subsidiary of The Bank

of New York Company, Inc.

4. "BOOK-ENTRY SYSTEM" shall mean the Federal Reserve/Treasury book-entry

system for receiving and delivering securities, its successors and

nominees.

5. "BUSINESS DAY" shall mean any day on which Custodian, Book-Entry System

and relevant Depositories are open for business.

6. "CERTIFICATE" shall mean any notice, instruction, or other instrument in

writing, authorized or required by this Agreement to be given to Custodian,

which is actually received by Custodian by letter or facsimile transmission and

signed on behalf of a Fund by an Authorized Person of the Fund or a person

reasonably believed by Custodian to be an Authorized Person.

7. "COMPOSITE CURRENCY UNIT" shall mean the Euro or any other composite

currency unit consisting of the aggregate of specified amounts of specified

currencies, as such unit may be constituted from time to time.

8. "DEPOSITORY" shall include (a) the Book-Entry System, (b) the Depository

Trust Company, (c) any other clearing agency or securities depository registered

with the Securities and Exchange Commission identified to a Fund from time to

time, and (d) the respective successors and nominees of the foregoing.

9. "FOREIGN DEPOSITORY" shall mean (a) Euroclear, (b) Clearstream Banking,

societe anonyme, (c) each Eligible Securities Depository as defined in Rule

17f-7 under the 1940 Act, as amended, identified to a Fund from time to time,

and (d) the respective successors and nominees of the foregoing.

10. "INSTRUCTIONS" shall mean communications transmitted by electronic or

telecommunications media, including S.W.I.F.T., computer-to- computer interface,

dedicated transmission lines, telex or Autofax.

11. "ORAL INSTRUCTIONS" shall mean verbal instructions received by

Custodian from an Authorized Person or from a person reasonably believed by

Custodian to be an Authorized Person.

12. "SECURITIES" shall include, without limitation, any common stock and

other equity securities, bonds, debentures and other debt securities, notes,

mortgages or other obligations, and any instruments representing rights to

receive, purchase, or subscribe for the same, or representing any other rights

or interests therein (whether represented by a certificate or held in a

Depository or by a Subcustodian).

13. "SERIES" shall mean the various portfolios, if any, of a Fund listed on

Schedule II hereto, and if none are listed references to Series shall be

references to the Fund.

14. "SUBCUSTODIAN" shall mean a bank (including any branch thereof) or

other financial institution (other than a Foreign Depository) located outside

the U.S. which is utilized by Custodian in connection with the purchase, sale or

custody of Securities hereunder and identified to a Fund from time to time, and

their respective successors and nominees.

2. APPOINTMENT OF CUSTODIAN; ACCOUNTS; REPRESENTATIONS, WARRANTIES, AND

COVENANTS

2.1.(a) Each Fund hereby appoints Custodian as custodian of all Securities

and cash at any time delivered to Custodian during the term of this Agreement,

and authorizes Custodian to hold Securities in registered form in its name or

the name of its nominees. Custodian hereby accepts such appointment and agrees

to establish and maintain one or more securities accounts and cash accounts for

each Series in which Custodian will hold Securities and cash as provided herein.

Custodian shall maintain books and records segregating the assets of each Series

from the assets of any other Series. Such accounts (each, an "Account";

collectively, the "Accounts") shall be in the name of the Fund on behalf of the

relevant Series.

(a) Custodian may from time to time establish on its books and records

such sub-accounts within each Account as a Fund and Custodian may

reasonably agree upon (each a "Special Account"), and Custodian shall

reflect therein such assets as the Fund may specify in a Certificate or

Instructions.

(b) Custodian may from time to time establish pursuant to a written

agreement with and for the benefit of a broker, dealer, futures commission

merchant or other third party identified in a Certificate or Instructions

such accounts on such terms and conditions as a Fund and Custodian shall

reasonably agree, and Custodian shall transfer to such account such

Securities and money as the Fund may specify in a Certificate or

Instructions.

2.2 Each Fund hereby represents and warrants, which representations and

warranties shall be continuing and shall be deemed to be reaffirmed upon each

delivery of a Certificate or each giving of Oral Instructions or Instructions by

such Fund, that:

(i) It is duly organized and existing under the laws of the

jurisdiction of its organization, with full power to carry on its

business as now conducted, to enter into this Agreement, and to

perform its obligations hereunder;

(ii) This Agreement has been duly authorized, executed and

delivered by the Fund, approved by a resolution of its board of

trustees, constitutes a valid and legally binding obligation of the

Fund, enforceable in accordance with its terms, except as may be

limited by bankruptcy, insolvency or other laws affecting generally

the enforceability of creditors' rights or by equitable principles

generally applied, and there is no statute, regulation, rule, order or

judgment binding on it, and no provision of its charter or by-laws,

nor of any mortgage, indenture, credit agreement or other contract

binding on it or affecting its property, which would prohibit its

execution or performance of this Agreement;

(b) It is conducting its business in substantial compliance with all

applicable laws and requirements, both state and federal, and has obtained

all regulatory licenses, approvals and consents necessary to carry on its

business as now conducted;

any manner that is, or will result in, a violation of any law, rule or

regulation applicable to the Fund;

(d) Its board of trustees or its foreign custody manager, as defined

in Rule 17f-5 under the 1940 Act, has determined that use of each

Subcustodian (including any Replacement Custodian) and each Depository

which Custodian or any Subcustodian is authorized to utilize in accordance

with Section 1(a) of Article III hereof, satisfies the applicable

requirements of the 1940 Act and Rules 17f-4 or 17f-5 thereunder, as the

case may be;

(e) Upon receiving from Custodian an initial analysis of and

information concerning changes in the custody risks associated with

maintaining assets at a Foreign Depository, the Fund or its investment

adviser has determined that the custody arrangements of each Foreign

Depository provide reasonable safeguards against the custody risks

associated with maintaining assets with such Foreign Depository within the

meaning of Rule 17f-7 under the 1940 Act;

(f) It is fully informed of the protections and risks associated with

various methods of transmitting Instructions and Oral Instructions and

delivering Certificates to Custodian, understands that there may be more

secure methods of transmitting or delivering the same than the methods

selected by the Fund, agrees that the security procedures (if any) to be

utilized provide a commercially reasonable degree of protection in light of

its particular needs and circumstances, acknowledges and agrees that

Instructions need not be reviewed by Custodian if such Instructions require

authentication codes and have such codes, acknowledges and agrees the same

may conclusively be presumed by Custodian to have been given by person(s)

duly authorized, and may be acted upon as given;

(g) It shall manage its borrowings, including, without limitation, any

advance or overdraft (including any day-light overdraft) in the Accounts,

so that the aggregate of its total borrowings for each Series does not

exceed the amount such Series is permitted to borrow under the 1940 Act;

(h) Its transmission or giving of, and Custodian acting upon and in

reliance on, Certificates, Instructions, or Oral Instructions pursuant to

this Agreement shall at all times comply with the 1940 Act;

(i) It shall impose and maintain restrictions on the destinations to

which cash may be disbursed by Instructions to ensure that each

disbursement is for a proper purpose; and

(j) It has the right to make the pledge and grant the security

interest and security entitlement to Custodian contained in Section 1 of

Article V hereof, free of any right or prior claim of any other person or

entity (except as otherwise provided by law), such pledge and such grants

shall have a first priority subject to no setoffs, counterclaims, or other

liens or grants prior to or on a parity therewith (except as otherwise

provided by law).

2.3 The Fund hereby covenants that it shall from time to time complete and

execute and deliver to Custodian upon Custodian's request a Form FR U-1 (or

successor form) whenever the Fund borrows from Custodian any money to be used

for the purchase or carrying of margin stock as defined in Federal Reserve

Regulation U.

4. Custodian hereby represents and warrants, which representations and

warranties shall be continuing and shall be deemed to be reaffirmed upon each

receipt of a Certificate or each receipt of Oral Instructions or Instructions by

the Custodian, that:

(a) It is duly organized and existing under the laws of the

jurisdiction of its organization, with full power to carry on its business

as now conducted, to enter into this Agreement and to perform its

obligations hereunder;

(b) This Agreement has been duly authorized, executed and delivered by

Custodian, constitutes a valid and legally binding obligation of Custodian,

enforceable in accordance with its terms, except as may be limited by

bankruptcy, insolvency or other laws affecting generally the enforceability

of creditors' rights or by equitable principles generally applied, and

there is no statute, regulation, rule, order or judgment binding on it, and

no provision of its charter or by-laws, nor of any mortgage, indenture,

credit agreement or other contract binding on it or affecting its property,

which would prohibit its execution or performance of this Agreement;

applicable laws and requirements, both state and federal, and has obtained

all regulatory licenses, approvals and consents necessary to carry on its

business as now conducted;

(d) It will not provide services hereunder in any manner that is, or

will result in, a violation of any law, rule or regulation applicable to

the Custodian;

(e) Custodian will submit to the Funds on an annual basis a copy of

its report prepared in compliance with the requirements of Statement of

Auditing Standards No. 70 issued by the American Institute of Certified

Public Accountants, as it may be amended from time to time; and

(f) Custodian shall maintain, directly or through a third party

selected with reasonable care, back-up computer and communication systems.

3. CUSTODY AND RELATED SERVICES

3.1(a) Subject to the terms hereof, each Fund hereby authorizes Custodian

to hold any Securities and cash received by it from time to time for such Fund's

account. Custodian shall be entitled to utilize Depositories, Subcustodians,

and, subject to subsection (c) of this Xxxxxxx 0, Xxxxxxx Xxxxxxxxxxxx, to the

extent possible in connection with its performance hereunder. Securities and

cash held in a Depository or Foreign Depository will be held subject to the

rules, terms and conditions of such entity. Securities and cash held through

Subcustodians shall be held subject to the terms and conditions of Custodian's

agreements with such Subcustodians. Subcustodians may be authorized to hold

Securities in Foreign Depositories in which such Subcustodians participate.

Unless otherwise required by local law or practice or a particular subcustodian

agreement, Securities deposited with a Subcustodian, a Depository or a Foreign

Depository will be held in a commingled account, in the name of Custodian,

holding only Securities held by Custodian as custodian for its customers.

Custodian shall identify on its books and records the Securities and cash

belonging to each Fund and their Series, whether held directly or indirectly

through Depositories, Foreign Depositories, or Subcustodians. Custodian shall,

directly or indirectly through Subcustodians, Depositories, or Foreign

Depositories,

endeavor, to the extent feasible, to hold Securities in the country or other

jurisdiction in which the principal trading market for such Securities is

located, where such Securities are to be presented for cancellation and/or

payment and/or registration, or where such Securities are acquired. Custodian at

any time may cease utilizing any Subcustodian and/or may replace a Subcustodian

with a different Subcustodian (the "Replacement Subcustodian"). In the event

Custodian selects a Replacement Subcustodian, Custodian shall not utilize such

Replacement Subcustodian until after the Fund's board or foreign custody manager

has determined that utilization of such Replacement Subcustodian satisfies the

requirements of the 1940 Act and Rule 17f-5 thereunder.

(a) Unless Custodian has received a Certificate or Instructions to the

contrary, Custodian shall hold Securities indirectly through a Subcustodian

only if (i) the Securities are not subject to any right, charge, security

interest, lien or claim of any kind in favor of such Subcustodian or its

creditors or operators, including a receiver or trustee in bankruptcy or

similar authority, except for a claim of payment for the safe custody or

administration of Securities on behalf of the Fund by such Subcustodian,

and (ii) beneficial ownership of the Securities is freely transferable

without the payment of cash or value other than for safe custody or

administration.

(b) With respect to each Foreign Depository, Custodian shall exercise

reasonable care, prudence, and diligence (i) to provide the Fund with an

analysis of the custody risks associated with maintaining assets with the

Foreign Depository, and (ii) to monitor such custody risks on a continuing

basis and promptly notify the Fund or the Fund's investment adviser of any

material change in such risks. Each Fund acknowledges and agrees that such

analysis and monitoring shall be made on the basis of, and limited by,

information gathered from Subcustodians or through publicly available

information otherwise obtained by Custodian, and shall include information

concerning, but no evaluation of, Country Risks. As used herein the term

"Country Risks" shall mean with respect to any Foreign Depository: (a) the

financial infrastructure of the country in which it is organized, (b) such

country's prevailing custody and settlement practices, (c) nationalization,

expropriation or other governmental actions, (d) such country's regulation

of the banking or securities industry, (e) currency controls, restrictions,

devaluations or fluctuations, and (f) market conditions which affect the

order execution of securities transactions or affect the value of

securities.

2. Promptly after the close of business on each Business Day or the next

Business Day in the case of a Subcustodian or Foreign Depositary, or in

accordance with practices in the related local market, Custodian shall furnish

each Fund with confirmations and a summary, on a per Series basis, of all

transfers to or from the Accounts, either hereunder or with any Subcustodian

appointed in accordance with this Agreement during said day. Where Securities

are transferred to an Account for a Series, Custodian shall also by book-entry

or otherwise identify as belonging to such Series a quantity of Securities in a

fungible bulk of Securities registered in the name of Custodian (or its nominee)

or shown on Custodian's account on the books of the Book-Entry System or a

Depository. At least monthly and from time to time, Custodian shall furnish each

Fund with a detailed statement, on a per Series basis, of the Securities and

cash held by Custodian for such Fund.

3. With respect to all Securities held hereunder, Custodian shall, unless

otherwise instructed to the contrary:

(iii) Collect and receive all income and other payments and

advise each Fund as promptly as practicable of any such amounts due

but not paid;

(b) Give notice to each Fund and present payment and collect the

amount payable upon such Securities that are called, but only if either (i)

Custodian receives a written notice of such call, or (ii) notice of such

call appears in or is received from a nationally recognized bond or

corporate action service to which Custodian subscribes;

the appropriate account any stock dividends, subscription rights and other

non-cash distributions on the Securities, or the proceeds from the sale of

any distributions. Custodian shall notify a Fund upon the receipt of any

non-cash item.

(d) Present for payment and collect the amount payable upon all

Securities which may mature, promptly deposit or withdraw such proceeds as

designated therein and advise each Fund as promptly as practicable of any

such amounts due but not paid;

(e) Surrender Securities in temporary form for definitive Securities;

(f) Forward to each Fund copies of all information or documents that

it may actually receive from an issuer of Securities which, in the opinion

of Custodian, are intended for the beneficial owner of Securities;

(g) Execute, as custodian, any certificates of ownership, affidavits,

declarations or other certificates under any tax laws now or hereafter in

effect in connection with the collection of bond and note coupons;

(h) Hold directly or through a Depository, a Foreign Depository, or a

Subcustodian all rights and similar Securities issued with respect to any

Securities credited to an Account hereunder; and

(i) Endorse for collection checks, drafts or other negotiable

instruments.

4. (a) Custodian shall notify each Fund of rights or discretionary actions

with respect to Securities held hereunder, and of the date or dates by when such

rights must be exercised or such action must be taken (each a "Notice" and

collectively "Notices"), provided that Custodian has actually received, from the

issuer or the relevant Depository (with respect to Securities issued in the

United States) or from the relevant Subcustodian, Foreign Depository, or a

nationally or internationally recognized bond or corporate action service to

which Custodian subscribes (each a " Notice Provider" and collectively " Notice

Providers"), timely notice of such rights or discretionary corporate action or

of the date or dates such rights must be exercised or such action must be taken.

Absent actual receipt of Notices, Custodian shall have no liability for failing

to so notify a Fund except as provided in the last sentence of this paragraph.

Custodian shall use reasonable care in forwarding such Notice to the relevant

Fund. Custodian shall use reasonable care in the selection of a Notice Provider

other than a Foreign Depository. To the extent an officer of the Custodian, with

working knowledge of the Accounts, has actual knowledge that a Notice Provider

has failed to provide Notices to the Custodian, the Custodian shall use

reasonable careto obtain a mailing of such Notice from such Notice Provider or

except in the case of a Foreign Depository use an alternative Notice Provider.

(b) Whenever Securities (including, but not limited to, warrants,

options, tenders, options to tender or non-mandatory puts or calls) confer

discretionary rights on a Fund or provide for discretionary action or

alternative courses of action by a Fund, the Fund shall be responsible for

making any decisions relating thereto and for directing Custodian to act.

In order for Custodian to act, it must receive the Fund's Certificate or

Instructions at Custodian's offices, addressed as Custodian may from time

to time request, at such date or time as Custodian may specify to the Fund.

Absent Custodian's timely receipt of such Certificate or Instructions,

Custodian shall not be liable for failure to take any action relating to or

to exercise any rights conferred by such Securities.

5. All voting rights with respect to Securities, however registered, shall

be exercised by the Fund or its designee. For Securities issued in the United

States, Custodian's only duty shall be to mail to the Funds any documents

(including proxy statements, annual reports and signed proxies) actually

received by Custodian relating to the exercise of such voting rights. With

respect to Securities issued outside of the United States, Custodian's only duty

shall be to provide the Funds with access to a provider of global proxy services

at a Fund's request. The Fund using the services shall be responsible for all

associated costs.

6. Custodian shall promptly advise a Fund upon Custodian's actual receipt

of notification of the partial redemption, partial payment or other action

affecting less than all Securities of the relevant class. If Custodian, any

Subcustodian, any Depository, or any Foreign Depository holds any Securities in

which the Fund has an interest as part of a fungible mass, Custodian, such

Subcustodian, Depository, or Foreign Depository may select the Securities to

participate in such partial redemption, partial payment or other action in any

non-discriminatory manner that it customarily uses to make such selection.

7. Custodian shall not under any circumstances accept bearer interest

coupons which have been stripped from United States federal, state or local

government or agency securities unless explicitly agreed to by Custodian in

writing.

8. Each Fund shall be liable for all taxes, assessments, duties and other

governmental charges, including any interest or penalty with respect thereto

("Taxes"), with respect to any cash or Securities held on behalf of such Fund or

any transaction related thereto. Each Fund shall indemnify Custodian and each

Subcustodian for the amount of any Tax that Custodian, any such Subcustodian or

any other withholding agent is required under applicable laws (whether by

assessment or otherwise) to pay on behalf of, or in respect of income earned by

or payments or distributions made to or for the account of the Fund (including

any payment of Tax required by reason of an earlier failure to withhold).

Custodian shall, or shall instruct the applicable Subcustodian or other

withholding agent to, withhold the amount of any Tax which is required to be

withheld under applicable law upon collection of any dividend, interest or other

distribution made with respect to any Security and any proceeds or income from

the sale, loan or other transfer of any Security. In the event that Custodian or

any Subcustodian is required under applicable law to pay any Tax on behalf of a

Fund, Custodian is hereby authorized to withdraw

cash from any cash account in the amount required to pay such Tax and to use

such cash, or to remit such cash to the appropriate Subcustodian or other

withholding agent, for the timely payment of such Tax in the manner required by

applicable law. If the aggregate amount of cash in all cash accounts is not

sufficient to pay such Tax, Custodian shall promptly notify the Fund of the

additional amount of cash (in the appropriate currency) required, and the Fund

shall directly deposit such additional amount in the appropriate cash account

promptly after receipt of such notice, for use by Custodian as specified herein.

In the event that Custodian reasonably believes that Fund is eligible, pursuant

to applicable law or to the provisions of any tax treaty, for a reduced rate of,

or exemption from, any Tax which is otherwise required to be withheld or paid on

behalf of the Fund under any applicable law, Custodian shall, or shall instruct

the applicable Subcustodian or withholding agent to, either withhold or pay such

Tax at such reduced rate or refrain from withholding or paying such Tax, as

appropriate; provided that Custodian shall have received from the Fund all

documentary evidence of residence or other qualification for such reduced rate

or exemption required to be received under such applicable law or treaty. In the

event that Custodian reasonably believes that a reduced rate of, or exemption

from, any Tax is obtainable only by means of an application for refund,

Custodian and the applicable Subcustodian shall have no responsibility for the

accuracy or validity of information provided by a Fund on any forms or

documentation provided by the Fund to Custodian hereunder. Each Fund hereby

agrees to indemnify and hold harmless Custodian and each Subcustodian in respect

of any liability arising from any underwithholding or underpayment of any Tax

which results from the inaccuracy or invalidity of information provided by a

Fund on any such forms or other documentation, and such obligation to indemnify

shall be a continuing obligation of such Fund, its successors and assigns

notwithstanding the termination of this Agreement.

9. (a) For the purpose of settling Securities and foreign exchange

transactions, each Fund shall provide Custodian with sufficient immediately

available funds for all transactions by such time and date as conditions in the

relevant market dictate. As used herein, "sufficient immediately available

funds" shall mean either (i) sufficient cash denominated in U.S. dollars to

purchase the necessary foreign currency, or (ii) sufficient applicable foreign

currency to settle the transaction. Custodian shall provide each Fund with

immediately available funds each day which result from the actual settlement of

all sale transactions, based upon advices received by Custodian from

Subcustodians, Depositories, and Foreign Depositories. Such funds shall be in

U.S. dollars or such other currency as a Fund may specify to Custodian.

(b) Any foreign exchange transaction effected by Custodian in

connection with this Agreement may be entered with Custodian or a BNY

Affiliate acting as principal or otherwise through customary banking

channels. Each Fund may issue a standing Certificate or Instructions with

respect to foreign exchange transactions, but Custodian may establish rules

or limitations concerning any foreign exchange facility made available to

the Funds. Each Fund shall bear all risks of investing in Securities or

holding cash denominated in a foreign currency.

other information services in connection with this Agreement, Custodian is

authorized to utilize any vendor (including brokers and dealers of

Securities) reasonably believed by Custodian to be reliable to provide such

information. Each Fund understands that certain pricing information with

respect to complex financial instruments (e.g., derivatives) may be based

on calculated

amounts rather than actual market transactions and may not reflect actual

market values, and that the variance between such calculated amounts and

actual market values may or may not be material. Where vendors do not

provide information for particular Securities or other property, an

Authorized Person may advise Custodian in a Certificate regarding the fair

market value of, or provide other information with respect to, such

Securities or property as determined by it in good faith. Custodian shall

not be liable for any loss, damage or expense incurred as a result of

errors or omissions in pricing or other information received and utilized

by Custodian hereunder. Nevertheless, Custodian shall be liable for the

performance of any vendor selected by Custodian that is a BNY Affiliate to

the same extent as Custodian would have been liable if it performed such

services itself.

10. Custodian shall promptly send to a Fund (a) any reports it receives

from a Depository on such Depository's system of internal accounting control,

and (b) such reports on its own system of internal accounting control as the

Fund may reasonably request from time to time.

4. PURCHASE AND SALE OF SECURITIES; CREDITS TO ACCOUNT

4.1 Promptly after each purchase or sale of Securities by a Fund, the Fund

shall deliver to Custodian a Certificate or Instructions, or with respect to a

purchase or sale of a Security generally required to be settled on the same day

the purchase or sale is made, Oral Instructions specifying all information

Custodian may reasonably request to settle such purchase or sale. Custodian

shall account for all purchases and sales of Securities on the actual settlement

date unless otherwise agreed by Custodian.

4.2 Each Fund understands that when Custodian is instructed to deliver

Securities against payment, delivery of such Securities and receipt of payment

therefor may not be completed simultaneously. Notwithstanding any provision in

this Agreement to the contrary, settlements, payments and deliveries of

Securities may be effected by Custodian or any Subcustodian in accordance with

the customary or established securities trading or securities processing

practices and procedures in the jurisdiction in which the transaction occurs,

including, without limitation, delivery to a purchaser or dealer therefor (or

agent) against receipt with the expectation of receiving later payment for such

Securities. Each Fund assumes full responsibility for all risks, including,

without limitation, credit risks, involved in connection with such deliveries of

Securities, except the foregoing shall not excuse Custodian's acting in

accordance with such practices and procedures in a manner that constitutes

negligence, bad faith or willful misconduct.

4.3 Custodian may, as a matter of bookkeeping convenience or by separate

agreement with a Fund, credit the Account with the proceeds from the sale,

redemption or other disposition of Securities or interest, dividends or other

distributions payable on Securities prior to its actual receipt of final payment

therefor. All such credits shall be conditional until Custodian's actual receipt

of final payment and may be reversed by Custodian to the extent that final

payment is not received. Custodian shall notify the appropriate Fund at least 48

hours prior to any such reversal, but such reversal shall be made as of the date

Custodian determines it has not received

final payment. Payment with respect to a transaction will not be "final" until

Custodian shall have received immediately available funds which under applicable

local law, rule and/or practice are irreversible and not subject to any security

interest, levy or other encumbrance, and which are specifically applicable to

such transaction.

5. OVERDRAFTS OR INDEBTEDNESS

5.1 If Custodian should in its sole discretion advance funds on behalf of

any Series which results in an overdraft (including, without limitation, any

day-light overdraft) because the cash held by Custodian in an Account for such

Series shall be insufficient to pay the total amount payable upon a purchase of

Securities specifically allocated to such Series, as set forth in a Certificate,

Instructions or Oral Instructions, or if an overdraft arises in the separate

Account of a Series for some other reason, including, without limitation,

because of a reversal of a conditional credit or the purchase of any currency,

or if the Fund is for any other reason indebted to Custodian with respect to a

Series, (except a borrowing for investment or for temporary or emergency

purposes using Securities as collateral pursuant to a separate agreement and

subject to the provisions of Section 2 of this Article), Custodian shall

promptly notify the appropriate Fund of any such advance and the time at which

such advance or overdraft must be paid. Such overdraft or indebtedness shall be

deemed to be a loan made by Custodian to the Fund for such Series payable on

demand and shall bear interest from the date incurred at a rate per annum agreed

by such Fund and Custodian from time to time, or, in the absence of an

agreement, at the rate ordinarily charged by Custodian to its institutional

customers, as such rate may be adjusted from time to time. In addition, the Fund

hereby agrees that Custodian shall to the maximum extent permitted by law have a

continuing lien, security interest, and security entitlement in and to such

Securities of such Series as shall have a fair market value equal to the

aggregate amount of all overdrafts of, or advances to, such Series, together

with accrued interest, such lien, security interest and security entitlement to

be effective only so long as such advance, overdraft, or accrued interest

thereon remains outstanding. The Fund authorizes Custodian to charge any such

overdraft or indebtedness together with interest due thereon against any balance

of account standing to such Series' credit on Custodian's books.

2. If a Fund borrows money from any bank (including Custodian if the

borrowing is pursuant to a separate agreement) for investment or for temporary

or emergency purposes using Securities held by Custodian hereunder as collateral

for such borrowings, the Fund shall deliver to Custodian a Certificate

specifying with respect to each such borrowing: (a) the Series to which such

borrowing relates; (b) the name of the bank, (c) the amount of the borrowing,

(d) the time and date, if known, on which the loan is to be entered into, (e)

the total amount payable to the Fund on the borrowing date, (f) the Securities

to be delivered as collateral for such loan, including the name of the issuer,

the title and the number of shares or the principal amount of any particular

Securities, and (g) a statement specifying whether such loan is for investment

purposes or for temporary or emergency purposes and that such loan is in

conformance with the 1940 Act and the Fund's prospectus. Custodian shall deliver

on the borrowing date specified in a Certificate the specified collateral

against payment by the lending bank of the total amount of the loan payable,

provided that the same conforms to the total amount payable as set forth in the

Certificate. Custodian may, at the option of the lending bank, keep such

collateral in its

possession, but such collateral shall be subject to all rights therein given the

lending bank by virtue of any promissory note or loan agreement. Custodian shall

deliver such Securities as additional collateral as may be specified in a

Certificate to collateralize further any transaction described in this Section.

The Fund shall cause all Securities released from collateral status to be

returned directly to Custodian, and Custodian shall receive from time to time

such return of collateral as may be tendered to it. In the event that the Fund

fails to specify in a Certificate the Series, the name of the issuer, the title

and number of shares or the principal amount of any particular Securities to be

delivered as collateral by Custodian, Custodian shall not be under any

obligation to deliver any Securities. In this event, Custodian shall notify the

Fund that the Securities were not delivered, and the information that the Fund

failed to specify in the Certificate.

6. SALE AND REDEMPTION OF SHARES

6.1 Whenever a Fund shall sell any shares issued by the Fund ("Shares") it

shall deliver to Custodian a Certificate, Instructions or Oral Instructions

specifying the amount of cash and/or Securities to be received by Custodian for

the sale of such Shares and specifically allocated to an Account for such

Series.

6.2 Upon receipt of such cash from a Fund's transfer agent, Custodian shall

credit such cash to an Account in the name of the Series for which such cash was

received.

6.3 Except as provided hereinafter, whenever a Fund desires Custodian to

make payment out of the cash held by Custodian hereunder in connection with a

redemption of any Shares, it shall furnish to Custodian a Certificate,

Instructions or Oral Instructions specifying the total amount to be paid for

such Shares. Custodian shall make payment of such total amount to the transfer

agent specified in such Certificate, Instructions or Oral Instructions out of

the cash held in an Account of the appropriate Series.

6.4 Notwithstanding the above provisions regarding the redemption of any

Shares, whenever any Shares are redeemed pursuant to any check redemption

privilege which may from time to time be offered by a Fund, Custodian, unless

otherwise instructed by a Certificate, Instructions, or Oral Instructions shall,

upon presentment of such check, charge the amount thereof against the cash held

in the Account of the Series of the Shares being redeemed, provided, that if the

Fund or its agent timely advises Custodian that such check is not to be honored,

Custodian shall return such check unpaid.

7. PAYMENT OF DIVIDENDS OR DISTRIBUTIONS

7.1 Whenever a Fund shall determine to pay a dividend or distribution on

Shares it shall furnish to Custodian Instructions, Oral Instructions or a

Certificate setting forth with respect to the Series specified therein the date

of the declaration of such dividend or distribution, the total amount payable,

and the payment date.

7.2 Upon the payment date specified in such Instructions, Oral Instructions

or Certificate, Custodian shall pay out of the cash held for the Account of such

Series the total amount payable to the dividend agent of the Fund with respect

to the Series specified therein.

8. CONCERNING CUSTODIAN

8.1(a) Except as otherwise expressly provided herein, Custodian shall not

be liable for any costs, expenses, damages, liabilities or claims, including

attorneys' and accountants' fees (collectively, "Losses"), incurred by or

asserted against a Fund, except those Losses arising out of Custodian's own

negligence, bad faith or willful misconduct. Custodian shall have no liability

whatsoever for the action or inaction of any Depositories, or, except to the

extent such action or inaction is a direct result of the Custodian's failure to

fulfill its duties hereunder, of any Foreign Depositories. With respect to any

Losses incurred by the Fund as a result of the acts or any failures to act by

any Depository, Foreign Depository or Subcustodian (other than a BNY Affiliate),

Custodian shall take appropriate action to recover such Losses from such

Subcustodian, Depository or Foreign Depository; and Custodian's sole

responsibility and liability to the Fund shall be limited to amounts so received

from such Subcustodian, Depository or Foreign Depository (exclusive of costs and

expenses incurred by Custodian), except to the extent that (A) Custodian's

negligence, bad faith or willful misconduct is the direct cause of such

Subcustodian, Depository, or Foreign Depository's act or omission (it being

agreed that Custodian's decision to use any Subcustodian, Depository or Foreign

Depository shall not constitute negligence, bad faith or willful misconduct), or

(B) a transaction or other matter between Custodian and such Subcustodian,

Depository or Foreign Depository unrelated to the Funds was the cause of the

loss or damage, in each of which events, Custodian shall be liable for such

losses.

(b) In no event shall Custodian be liable to a Fund or any third party

for special, indirect or consequential damages, or lost profits or loss of

business, arising in connection with this Agreement, nor shall BNY or any

Subcustodian be liable: (i) for acting in accordance with any Certificate

or Oral Instructions actually received by Custodian and reasonably believed

by Custodian to be given by an Authorized Person; (ii) for acting in

accordance with Instructions requiring authentication codes if such

Instructions have authentication codes without reviewing the same; (iii)

for conclusively presuming that all disbursements of cash directed by the

Fund, whether by a Certificate, an Oral Instruction, or an Instruction, are

in accordance with Section 2(i) of Article II hereof; (iv) for holding

property in any particular country, including, but not limited to, Losses

resulting from nationalization, expropriation or other governmental

actions; regulation of the banking or securities industry; exchange or

currency controls or restrictions, devaluations or fluctuations;

availability of cash or Securities or market conditions which prevent the

transfer of property or execution of Securities transactions or affect the

value of property; (v) for the insolvency of any Subcustodian (other than a

BNY Affiliate), any Depository, or, except to the extent such action or

inaction is a direct result of the Custodian's failure to fulfill its

duties hereunder, any Foreign Depository; or (vi) for any Losses arising

from the applicability of any law or regulation now or hereafter in effect,

or from the occurrence of any event, including, without limitation,

implementation or adoption of any rules or procedures of a Foreign

Depository, which may affect, limit, prevent or impose costs or burdens on,

the transferability,

convertibility, or availability of any currency or Composite Currency Unit

in any country or on the transfer of any Securities, and in no event shall

Custodian be obligated to substitute another currency for a currency

(including a currency that is a component of a Composite Currency Unit)

whose transferability, convertibility or availability has been affected,

limited, or prevented by such law, regulation or event, and to the extent

that any such law, regulation or event imposes a cost or charge upon

Custodian in relation to the transferability, convertibility, or

availability of any cash currency or Composite Currency Unit, such cost or

charge shall be for the Account of the Fund, and Custodian may treat any

Account denominated in an affected currency as a group of separate accounts

denominated in the relevant component currencies. BNY shall not be liable

for any Losses due to forces beyond the control of Custodian, including

without limitation strikes, work stoppages, acts of war or terrorism,

insurrection, revolution, nuclear or natural catastrophes or acts of God,

or interruptions, loss or malfunctions of utilities, communications or

computer (software and hardware) services. Custodian shall endeavor to

promptly notify the Funds when it becomes aware of any situation outlined

above, but shall not be liable for a failure to do so. The Funds shall not

be responsible for temporary delays in the performance of their duties and

obligations hereunder and correspondingly shall not be liable for any

Losses attributable to such delay in consequence of an event as described

above affecting the Funds' principal place of business operations or

administration

understandings with any BNY Affiliate, whenever and on such terms and

conditions as it deems necessary or appropriate to perform its services

hereunder. No such subcontract, agreement or understanding shall discharge

Custodian from its obligations hereunder.

(d) The Funds agree to indemnify Custodian and hold Custodian harmless

from and against any and all Losses sustained or incurred by or asserted

against Custodian by reason of or as a result of any action or inaction, or

arising out of Custodian's performance hereunder, including reasonable fees

and expenses of counsel incurred by Custodian in a successful defense of

claims by the Fund; provided however, that the Funds shall not indemnify

Custodian for those Losses arising out of Custodian's own negligence, bad

faith or willful misconduct. This indemnity shall be a continuing

obligation of each Fund, their successors and assigns, notwithstanding the

termination of this Agreement.

(e) Custodian agrees to indemnify each Fund against and hold each Fund

harmless from and against any and all direct damages sustained or incurred

because of or in connection with this Agreement; provided however, that

Custodian shall only indemnify the Funds for those direct damages arising

out of Custodian's own negligence, bad faith or willful misconduct. This

indemnity shall be a continuing obligation of Custodian, its successors and

assigns, notwithstanding the termination of this Agreement.

8.2 Without limiting the generality of the foregoing, Custodian shall be

under no obligation to inquire into, and shall not be liable for (except to the

extent that either (a) or (b) involves Custodian's negligence, bad faith or

willful misconduct):

(i) Any Losses incurred by a Fund or any other person as a result

of the receipt or acceptance of fraudulent, forged or invalid

Securities, or Securities which are otherwise not freely transferable

or deliverable without encumbrance in any relevant market;

(ii) The validity of the issue of any Securities purchased, sold,

or written by or for the Fund, the legality of the purchase, sale or

writing thereof, or the propriety of the amount paid or received

therefor;

(iii) The legality of the sale or redemption of any Shares, or

the propriety of the amount to be received or paid therefor;

(iv) The legality of the declaration or payment of any dividend

or distribution by a Fund;

(v) The legality of any borrowing by a Fund;

(vi) The legality of any loan of portfolio Securities, nor shall

Custodian be under any duty or obligation to see to it that any cash

or collateral delivered to it by a broker, dealer or financial

institution or held by it at any time as a result of such loan of

portfolio Securities is adequate collateral for the Fund against any

loss it might sustain as a result of such loan, which duty or

obligation shall be the sole responsibility of the Fund. In addition,

Custodian shall be under no duty or obligation to see that any broker,

dealer or financial institution to which portfolio Securities of the

Fund are lent makes payment to it of any dividends or interest which

are payable to or for the account of the Fund during the period of

such loan or at the termination of such loan, provided, however that

Custodian shall promptly notify the Fund in the event that such

dividends or interest are not paid and received when due;

(vii) The sufficiency or value of any amounts of cash and/or

Securities held in any Special Account in connection with transactions

by a Fund; whether any broker, dealer, futures commission merchant or

clearing member makes payment to the Fund of any variation margin

payment or similar payment which the Fund may be entitled to receive

from such broker, dealer, futures commission merchant or clearing

member, or whether any payment received by Custodian from any broker,

dealer, futures commission merchant or clearing member is the amount

the Fund is entitled to receive, or to notify the Fund of Custodian's

receipt or non-receipt of any such payment; or

(viii) Whether any Securities at any time delivered to, or held

by it or by any Subcustodian, for the account of a Fund and

specifically allocated to a Series are such as properly may be held by

the Fund or such Series under the provisions of its then current

prospectus and statement of additional information, or to ascertain

whether any transactions by a Fund, whether or not involving

Custodian, are such transactions as may properly be engaged in by the

Fund.

8.3 Custodian may, with respect to questions of law specifically regarding

an Account, obtain the advice of counsel and shall be fully protected with

respect to anything done or omitted by it in good faith in conformity with such

advice.

8.4 Custodian shall be under no obligation to take action to collect any

amount payable on Securities in default, or if payment is refused after due

demand and presentment, unless and until (i) it shall be directed to take such

action by a Certificate or Instructions and (ii) it shall be assured to its

satisfaction of reimbursement of its reasonable costs and expenses in connection

with any such action.

8.5 Custodian shall have no duty or responsibility to inquire into, make

recommendations, supervise, or determine the suitability of any transactions

affecting any Account.

8.6 Each Fund shall pay to Custodian the fees and charges as may be

specifically agreed upon from time to time and such other fees and charges at

agreed rates for such services as may be applicable.

8.7 In addition to, and not as a limitation of, Custodian's rights under

Section 1 of Article V, Custodian has the right to debit a cash account in

advance for any amount payable by a Fund in connection with any and all

obligations of the Fund to Custodian, provided Custodian has given the Fund

prior notice of such debit.

8.8 Each Fund agrees to forward to Custodian a Certificate or Instructions

confirming Oral Instructions by the close of business of the same day that such

Oral Instructions are given to Custodian. Each Fund agrees that the fact that

such confirming Certificate or Instructions are not received or that a contrary

Certificate or contrary Instructions are received by Custodian shall in no way

affect the validity or enforceability of transactions authorized by such Oral

Instructions and effected by Custodian. Under either of the two foregoing

circumstances, Custodian shall promptly notify the Fund. If a Fund elects to

transmit Instructions through an on-line communications system offered by

Custodian, the Fund's use thereof shall be subject to the Terms and Conditions

attached as Appendix I hereto, and Custodian shall provide user and

authorization codes, passwords and authentication keys only to an Authorized

Person or a person reasonably believed by Custodian to be an Authorized Person.

8.9 The books and records pertaining to a Fund which are in possession of

Custodian shall be the property of such Fund. Such books and records shall be

prepared and maintained as required by the 1940 Act and the rules thereunder and

other applicable securities laws, rules and regulations. The Fund, or its

authorized representatives, shall have access to such books and records during

Custodian's normal business hours. Upon the reasonable request of a Fund, copies

of any such books and records shall be provided by Custodian to the Fund or its

authorized representative. Upon the reasonable request of a Fund, Custodian

shall provide in hard copy or on computer disc any records included in any such

delivery which are maintained by Custodian on a computer disc, or are similarly

maintained.

8.10 It is understood that Custodian is authorized to supply any

information regarding the Accounts which is required by any law, regulation or

rule now or hereafter in effect. The Custodian shall provide each Fund with any

report obtained by the Custodian on the system of internal accounting control of

a Depository or OCC, and with such reports on its own system of internal

accounting control as a Fund may reasonably request from time to time.

8.11 Neither Custodian nor any Fund shall have any duties or

responsibilities whatsoever except such duties and responsibilities as are

specifically set forth in this Agreement.

9. TERMINATION

9.1 Either of the parties hereto may terminate this Agreement by giving to

the other party a notice in writing specifying the date of such termination,

which shall be not less than sixty (60) days after the date of giving of such

notice. In the event such notice is given by a Fund, it shall be accompanied by

a copy of a resolution of the board of trustees of such Fund, certified by the

Secretary or any Assistant Secretary, electing to terminate this Agreement and

designating a successor custodian or custodians, each of which shall be a bank

or trust company having not less than $2,000,000 aggregate capital, surplus and

undivided profits. In the event such notice is given by Custodian, the Fund

shall, on or before the termination date, deliver to Custodian a copy of a

resolution of the board of trustees of the Fund, certified by the Secretary or

any Assistant Secretary, designating a successor custodian or custodians. In the

absence of such designation by the Fund, Custodian may designate a successor

custodian which shall be a bank or trust company having not less than $2,000,000

aggregate capital, surplus and undivided profits, and which shall be

satisfactory to the Funds. Upon the date set forth in such notice, this

Agreement shall terminate with respect to the affected Fund(s), and Custodian

shall upon receipt of a notice of acceptance by the successor custodian on that

date deliver directly to the successor custodian all Securities and cash then

owned by the Fund(s) and held by it as Custodian, after deducting all fees,

expenses and other amounts for the payment or reimbursement of which it shall

then be entitled.

9.2 If a successor custodian is not designated by the Fund or Custodian in

accordance with the preceding section, the Fund shall upon the date specified in

the notice of termination of this Agreement and upon the delivery by Custodian

of all Securities (other than Securities which cannot be delivered to the Fund)

and cash then owned by the Fund be deemed to be its own custodian and Custodian

shall thereby be relieved of all duties and responsibilities pursuant to this

Agreement, other than the duty with respect to Securities which cannot be

delivered to the Fund to hold such Securities hereunder in accordance with this

Agreement.

10. MISCELLANEOUS

10.1 Each Fund agrees to furnish to Custodian a new Certificate of

Authorized Persons in the event of any change in the then present Authorized

Persons. Until such new Certificate is received, Custodian shall be fully

protected in acting upon Certificates, Instructions or Oral Instructions of such

present Authorized Persons.

10.2 Any notice or other instrument in writing, authorized or required by

this Agreement to be given to Custodian, shall be sufficiently given if

addressed to Custodian and received by it at its offices at 000 Xxxxxx Xxxxxx,

Xxx Xxxx, Xxx Xxxx 00000, or at such other place as Custodian may from time to

time designate in writing.

10.3 Any notice or other instrument in writing, authorized or required by

this Agreement to be given to the Fund shall be sufficiently given if addressed

to the Fund and received by it at its offices at Attn.: Assistant Treasurer, The

Vanguard Group, Inc., X.X. Xxx 0000, Xxxxxx Xxxxx, Xxxxxxxxxxxx 00000, or at

such other place as the Fund may from time to time designate in writing.

10.4 Each and every right granted to a party hereunder or under any other

document delivered hereunder or in connection herewith, or allowed it by law or

equity, shall be cumulative and may be exercised from time to time. No failure

on the part of either party to exercise, and no delay in exercising, any right

will operate as a waiver thereof, nor will any single or partial exercise by

either party of any right preclude any other or future exercise thereof or the

exercise of any other right.

10.5 In case any provision in or obligation under this Agreement shall be

invalid, illegal or unenforceable in any exclusive jurisdiction, the validity,

legality and enforceability of the remaining provisions shall not in any way be

affected thereby. This Agreement, may not be amended or modified in any manner

except by a written agreement executed by both parties, except that any

amendment to the Schedule I hereto need be signed only by the Fund and any

amendment to Appendix I hereto need be signed only by Custodian. This Agreement

shall extend to and shall be binding upon the parties hereto, and their

respective successors and assigns; provided, however, that this Agreement shall

not be assignable by either party without the written consent of the other.

10.6 This Agreement shall be construed in accordance with the substantive

laws of the State of New York, without regard to conflicts of laws principles

thereof. The Fund and Custodian hereby consent to the jurisdiction of a federal

court situated in New York City, New York in connection with any dispute arising

hereunder. Each Fund hereby irrevocably waives, to the fullest extent permitted

by applicable law, any objection which it may now or hereafter have to the

laying of venue of any such proceeding brought in such a court and any claim

that such proceeding brought in such a court has been brought in an inconvenient

forum.] Each Fund and Custodian each hereby irrevocably waives any and all

rights to trial by jury in any legal proceeding arising out of or relating to

this Agreement.

7. This Agreement is executed on behalf of the Board of Trustees of each

Fund as Trustees and not individually and the obligations of this Agreement are

not binding upon any of the Trustees or shareholders individually but are

binding only upon the assets and property of such Funds; further, the assets of

a particular Series of such Fund shall under no circumstances be charged with

liabilities attributable to any other Series of such Fund and that all persons

extending credit to, or contracting with or having any claim against a

particular Series of such Fund shall look only to the assets of that particular

Series for payment of such credit, contract or claim.

8. The parties hereto agree that each shall treat confidentially the terms

and conditions of this Agreement and all information provided by each party to

the other regarding its business and operations. All confidential information

provided by a party hereto shall be used by any other party hereto solely for

the purpose of rendering or obtaining services pursuant to this Agreement and,

except as may be required in carrying out this Agreement, shall not be disclosed

to any third party without the prior consent of such providing party. The

foregoing shall not be applicable to any information that is publicly available

when provided or thereafter becomes publicly available other than through a

breach of this Agreement, or that is required to be disclosed by or to any

regulatory authority, any external or internal accountant, auditor or counsels

of the parties hereto, by judicial or administration process or otherwise by

applicable law, or to any disclosure made by a party if such party's counsel has

advised that such party could be liable under any applicable law or any judicial

or administrative order or process for a failure to make such disclosure.

9. This Agreement may be executed in any number of counterparts, each of

which shall be deemed to be an original, but such counterparts shall, together,

constitute only one instrument.

IN WITNESS WHEREOF, the Funds and Custodian have caused this Agreement to

be executed by their respective officers, thereunto duly authorized, as of the

day and year first above written.

Vanguard Funds

By: /S/ Xxxxxx X. Xxxxxxx

Title: Assistant Treasurer

THE BANK OF NEW YORK

By: /S/ Xxxxxx X. XxXxxx

Title: Vice President

SCHEDULE II

FUND: Vanguard Admiral Funds

SERIES/TAX IDENTIFICATION NO.: Vanguard Admiral Treasury Money Market Fund/

00-0000000

FUND: Vanguard Fixed Income Securities Funds

SERIES/TAX IDENTIFICATION NO.: Vanguard Intermediate-Term Corporate Fund/

00-0000000

Vanguard Intermediate-Term Treasury Fund/

00-0000000

Vanguard Long-Term Treasury Fund/00-0000000

Vanguard Short-Term Corporate Fund/00-0000000

Vanguard Short-Term Federal Fund/00-0000000

Vanguard Short-Term Treasury Fund/00-0000000

FUND: Vanguard Horizon Funds

SERIES/TAX IDENTIFICATION NO.: Vanguard Capital Opportunity Fund/00-0000000

Vanguard Strategic Equity Fund/00-0000000

FUND: Vanguard Money Market Reserves

SERIES/TAX IDENTIFICATION NO.: Vanguard Prime Money Market Fund/00-0000000

Vanguard Federal Money Market Fund/00-0000000

FUND: Vanguard PRIMECAP Fund/00-0000000

FUND: Vanguard Treasury Fund

SERIES/TAX IDENTIFICATION NO.: Vanguard Treasury Money Market Fund/

00-0000000

FUND: Vanguard Variable Insurance Funds

SERIES/TAX IDENTIFICATION NO.: Growth Portfolio/00-0000000

Xxxxx Xxxxxx Xxxxxxxxx/00-0000000

Xxxxx-Xxxx Corporate Portfolio/00-0000000

FUND: Vanguard Whitehall Funds

SERIES/TAX IDENTIFICATION NO.: Vanguard Selected Value Fund/00-0000000

APPENDIX I

THE BANK OF NEW YORK

ON-LINE COMMUNICATIONS SYSTEM (THE "SYSTEM")

TERMS AND CONDITIONS

1. License; Use. Upon delivery to the Funds of software enabling the Funds

to obtain access to the System (the "Software"), Custodian grants to each Fund a

personal, nontransferable and nonexclusive license to use the Software solely

for the purpose of transmitting Instructions, receiving reports, making

inquiries or otherwise communicating with Custodian in connection with the

Account(s). Each Fund shall use the Software solely for its own internal and

proper business purposes and not in the operation of a

service bureau. Except as set forth herein, no license or right of any kind is

granted to the Funds with respect to the Software. Each Fund acknowledges that

Custodian and its suppliers retain and have title and exclusive proprietary

rights to the Software, including any trade secrets or other ideas, concepts,

know-how, methodologies, or information incorporated therein and the exclusive

rights to any copyrights, trademarks and patents (including registrations and

applications for registration of either), or other statutory or legal

protections available in respect thereof. Each Fund further acknowledges that

all or a part of the Software may be copyrighted or trademarked (or a

registration or claim made therefor) by Custodian or its suppliers. No Fund

shall take any action with respect to the Software inconsistent with the

foregoing acknowledgments, nor shall any Fund attempt to decompile, reverse

engineer or modify the Software. No Fund may copy, sell, lease or provide,

directly or indirectly, any of the Software or any portion thereof to any other

person or entity without Custodian's prior written consent. No Fund may remove

any statutory copyright notice or other notice included in the Software or on

any media containing the Software. Each Fund shall reproduce any such notice on

any reproduction of the Software and shall add any statutory copyright notice or

other notice to the Software or media upon Custodian's request.

2. Equipment. Each Fund shall obtain and maintain at its own cost and

expense all equipment and services, including but not limited to communications

services, necessary for it to utilize the Software and obtain access to the

System, and Custodian shall not be responsible for the reliability or

availability of any such equipment or services. Custodian agrees to provide

reasonable training, instruction manuals and access to Custodian's "help desk"

in connection with each Fund's user support necessary to use the Software. At a

Fund's request, Custodian agrees to permit reasonable testing of the Software by

any Fund.

3. Proprietary Information. The Software, any data base (other than

databases relating solely to the assets of a Fund and transactions with respect

thereto) and any proprietary data, processes, information and documentation made

available to the Fund (other than which are or become part of the public domain

or are legally required to be made available to the public) (collectively, the

"Information"), are the exclusive and confidential property of Custodian or its

suppliers. Each Fund shall keep the Information confidential by using the same

care and discretion that each Fund uses with respect to its own confidential

property and trade secrets, but not less than reasonable care. Upon termination

of the Agreement or the Software license granted herein for any reason, the

Funds shall return to Custodian any and all copies of the Information which are

in their possession or under their control.

4. Indemnification. Custodian will indemnify and hold harmless the Funds

with respect to any liability, damages, loss or claim incurred by or brought

against any Fund by reason of any claim or infringement against any patent,

use of the Software in the form provided under this Appendix. Custodian at its

own expense will defend such action or claim brought against a Fund to the

extent that it is based on a claim that the Software in the form provided by

Custodian infringes any patents, copyrights, license or other property right,

provided that Custodian is provided with reasonable notice of such claim,

provided that the Fund has not settled, compromised or confessed any such claim

without the Custodian's written consent, in which event Custodian shall have no

liability or obligation hereunder, and provided Fund cooperates with and assists

Custodian in the defense of such claim. Custodian shall have the right to

control the defense of all such claims, lawsuits and other proceedings. If, as a

result of any claim of infringement against any patent, copyright, license or

other property right, Custodian is enjoined from using the Software, or if

Custodian believes that the System is likely to become the subject of a claim of

infringement, Custodian may in its sole discretion either (a) at its expense

procure the right for the Funds to continue to use the Software, or (b) replace

or modify the Software so as to make it non-infringing, or (c) may discontinue

the license granted herein upon

written notice to the Funds.

5. Modifications. Custodian reserves the right to modify the Software from

time to time at its own expense and each Fund shall install new releases of the

Software as Custodian may direct. Each Fund agrees not to modify or attempt to

modify the Software without Custodian's prior written consent. Each Fund

acknowledges that any modifications to the Software, whether by a Fund or

Custodian and whether with or without Custodian's consent, shall become the

property of Custodian.

6. NO REPRESENTATIONS OR WARRANTIES. CUSTODIAN AND ITS MANUFACTURERS AND

SUPPLIERS MAKE NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE SOFTWARE,

SERVICES OR ANY DATABASE, EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING BUT

NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR

PURPOSE. EACH FUND ACKNOWLEDGES THAT THE SOFTWARE, SERVICES AND ANY DATABASE ARE

PROVIDED "AS IS." IN NO EVENT SHALL CUSTODIAN OR ANY SUPPLIER BE LIABLE FOR ANY

DAMAGES, WHETHER DIRECT, INDIRECT SPECIAL, OR CONSEQUENTIAL, WHICH A FUND MAY

INCUR IN CONNECTION WITH THE SOFTWARE, SERVICES OR ANY DATABASE, EVEN IF

CUSTODIAN OR SUCH SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL CUSTODIAN OR ANY SUPPLIER BE LIABLE FOR ACTS OF GOD, MACHINE

OR COMPUTER BREAKDOWN OR MALFUNCTION, INTERRUPTION OR MALFUNCTION OF

COMMUNICATION FACILITIES, LABOR DIFFICULTIES OR ANY OTHER SIMILAR OR DISSIMILAR

CAUSE BEYOND THEIR REASONABLE CONTROL.

7. Security; Reliance; Unauthorized Use. The Fund will cause all persons

utilizing the Software and System to treat all applicable user and authorization

codes, passwords and authentication keys with extreme care, and it will

establish internal control and safekeeping procedures to restrict the

availability of the same to persons duly authorized to give Instructions.

Custodian is hereby irrevocably authorized to act in accordance with and rely on

Instructions received by it through the System. Each Fund acknowledges that it

is its sole responsibility to assure that only persons duly authorized use the

System and that Custodian shall not be responsible or liable for any

unauthorized use thereof.

8. System Acknowledgments. Custodian shall acknowledge through the System

its receipt of each transmission communicated through the System, and in the

absence of such acknowledgment Custodian shall not be liable for any failure to

act in accordance with such transmission and a Fund may not claim that such

transmission was received by Custodian.

9. EXPORT RESTRICTIONS. EXPORT OF THE SOFTWARE IS PROHIBITED BY UNITED

STATES LAW. THE FUNDS MAY NOT UNDER ANY CIRCUMSTANCES RESELL, DIVERT, TRANSFER,

TRANSSHIP OR OTHERWISE DISPOSE OF THE SOFTWARE (IN ANY FORM) IN OR TO ANY OTHER

COUNTRY. IF CUSTODIAN DELIVERED THE SOFTWARE TO THE FUNDS OUTSIDE OF THE UNITED

STATES, THE SOFTWARE WAS EXPORTED FROM THE UNITED STATES IN ACCORDANCE WITH THE

EXPORTER ADMINISTRATION REGULATIONS. DIVERSION CONTRARY TO U.S. LAW IS

PROHIBITED. Each Fund hereby authorizes Custodian to report its name and address

to government agencies to which Custodian is required to provide such

information by law.

10. ENCRYPTION. Each Fund acknowledges and agrees that encryption may not

be available for every communication through the System, or for all data. Each

Fund agrees that Custodian may deactivate any encryption features at any time,

without notice or liability to the Funds, for the purpose of repairing or

troubleshooting the System or the Software. Custodian shall promptly advise each

Fund whenever Custodian has deactivated any encryption features. Custodian also

may deactivate any encryption features without liability, for the purpose of

scheduled maintenance, so long as it provides reasonable advance notice to the

Funds.

FOREIGN CUSTODY MANAGER AGREEMENT

AGREEMENT made as of June 19, 2001 between each open-end management

investment company listed on Schedule II hereto, as amended from time to time

(each such investment company, a "Fund"), on behalf of certain of their series

(each, a "Series") and The Bank of New York ("BNY").

W I T N E S S E T H:

WHEREAS, each Fund desires to appoint BNY as a Foreign Custody Manager on

the terms and conditions contained herein;

WHEREAS, BNY desires to serve as a Foreign Custody Manager and perform the

duties set forth herein on the terms and conditions contained herein;

NOW THEREFORE, in consideration of the mutual promises hereinafter

contained in this Agreement, each Fund and BNY hereby agree as follows:

ARTICLE I.

DEFINITIONS

Whenever used in this Agreement, the following words and phrases, unless

the context otherwise requires, shall have the following meanings:

1. "BOARD" shall mean the board of directors or board of trustees, as the

case may be, of a Fund.

2. "ELIGIBLE FOREIGN CUSTODIAN" shall have the meaning provided in the

Rule.

3. "MONITORING SYSTEM" shall mean a system established by BNY to fulfill

the Responsibilities specified in clauses (d) and (e) of Section 1 of Article

III of this Agreement.

4. "RESPONSIBILITIES" shall mean the responsibilities delegated to BNY

under the Rule as a Foreign Custody Manager with respect to each Specified

Country and each Eligible Foreign Custodian selected by BNY, as such

responsibilities are more fully described in Article III of this Agreement.

5. "RULE" shall mean Rule 17f-5 under the Investment Company Act of 1940,

as amended on June 12, 2000.

6. "SPECIFIED COUNTRY" shall mean each country, other than the United

States, constituting the primary market for a security with respect to which a

Fund has given settlement instructions to The Bank of New York as custodian (the

"Custodian") under its Custody Agreement with the Fund.

ARTICLE II.

BNY AS A FOREIGN CUSTODY MANAGER

1. Each Fund on behalf of its Board hereby delegates to BNY with respect to

each Specified Country the Responsibilities.

2. BNY accepts the Board's delegation of Responsibilities with respect to

each Specified Country and agrees in performing the Responsibilities as a

Foreign Custody Manager to exercise reasonable care, prudence and diligence such

as a person having responsibility for the safekeeping of a Fund's assets would

exercise.

3. BNY shall provide to the Board at such times as the Board deems

reasonable and appropriate based on the circumstances of the relevant Fund's

foreign custody arrangements written reports notifying the Board of the

placement of assets of the Fund with a particular Eligible Foreign Custodian

within a Specified Country and of any material change in the arrangements

(including the contract governing such arrangements) with respect to assets of

the Fund with any such Eligible Foreign Custodian.

ARTICLE III.

RESPONSIBILITIES

1. Subject to the provisions of this Agreement, BNY shall with respect to

each Specified Country select an Eligible Foreign Custodian. In connection

therewith, BNY shall: (a) determine that assets of a Fund held by such Eligible

Foreign Custodian will be subject to reasonable care, based on the standards

applicable to custodians in the relevant market in which such Eligible Foreign

Custodian operates, after considering all factors relevant to the safekeeping of

such assets, including, without limitation, those contained in paragraph

(c)(1)(i) through (iv) of the Rule; (b) determine that the Fund's foreign

custody arrangements with each Eligible Foreign Custodian are governed by a

written contract with the Custodian which will provide reasonable care for the

Fund's assets based on the standards specified in paragraph (c)(1) of the Rule;

include the provisions specified in paragraph (c)(2)(i)(A) through (F) of the

Rule or, alternatively, in lieu of any or all of such (c)(2)(i)(A) through (F)

provisions, such other provisions as BNY determines will provide, in their

entirety, the same or a greater level of care and protection for the assets of

the Fund as such specified provisions; (d) monitor pursuant to the Monitoring

System the appropriateness of maintaining the assets of the Fund with a

particular Eligible Foreign Custodian pursuant to paragraph (c)(1) of the Rule

and the performance of the contract governing such arrangement pursuant to

paragraph (c)(2) of the Rule; (e) advise the Fund whenever BNY determines under

the Monitoring System that an arrangement no longer meets the requirement of the

Rule or there has been any material changes in a Fund's foreign custody

arrangements (including a material change in the contract

governing such arrangement) described in preceding clause (d) no longer meets

the requirements of the Rule; and (f) provide the Fund's Board at least annually

and more frequently as mutually agreed between the parties, written reports

specifying placement of a Fund's assets with each Eligible Foreign Custodian.

2. For purposes of preceding Section 1 of this Article, BNY's determination

of appropriateness or of a material change in an arrangement, respectively,

shall not include, nor be deemed to include, any evaluation of Country Risks

associated with investment in a particular country. For purposes hereof,

"Country Risks" shall mean systemic risks of holding assets in a particular

country including but not limited to (a) an Eligible Foreign Custodian's use of

any depositories that act as or operate a system or a transnational system for

the central handling of securities or any equivalent book-entries; (b) such

country's financial infrastructure; (c) such country's prevailing custody and

settlement practices; (d) nationalization, expropriation or other governmental

actions; (e) regulation of the banking or securities industry; (f) currency

controls, restrictions, devaluations or fluctuations; and (g) market conditions

which affect the orderly execution of securities transactions or affect the

value of securities.

ARTICLE IV.

REPRESENTATIONS

1. Each Fund hereby represents that: (a) this Agreement has been duly

authorized, executed and delivered by such Fund, constitutes a valid and legally

binding obligation of the Fund enforceable in accordance with its terms, and no

statute, regulation, rule, order, judgment or contract binding on the Fund

prohibits the Fund's execution or performance of this Agreement; (b) this

Agreement has been approved and ratified by the Board at a meeting duly called

and at which a quorum was at all times present, and (c) the Board or the Fund's

investment advisor has considered the Country Risks associated with investment

in each Specified Country and will have considered such risks prior to any

settlement instructions being given to the Custodian with respect to any other

country.

2. BNY hereby represents that: (a) BNY is duly organized and existing under

the laws of the State of New York, with full power to carry on its businesses as

now conducted, and to enter into this Agreement and to perform its obligations

hereunder; (b) this Agreement has been duly authorized, executed and delivered

by BNY, constitutes a valid and legally binding obligation of BNY enforceable in

accordance with its terms, and no statute, regulation, rule, order, judgment or

contract binding on BNY prohibits BNY's execution or performance of this

Agreement; and (c) BNY has established the Monitoring System.

ARTICLE V.

CONCERNING BNY

1. BNY shall not be liable for any costs, expenses, damages, liabilities or

claims, including attorneys' and accountants' fees, sustained or incurred by, or

asserted against a Fund with respect to custody of a Fund's Foreign Assets (as

defined in the Rule), except to the extent the same arises out of the failure of

BNY to exercise the care, prudence and diligence required by Section 2 of

Article II hereof. In no event shall BNY be liable to a Fund, the Board, or any

third party for special, indirect or consequential damages, or for lost profits

or loss of business, arising in connection with this Agreement.

2. Each Fund shall indemnify BNY and hold it harmless from and against any

and all costs, expenses, damages, liabilities or claims, including attorneys'

and accountants' fees, sustained or incurred by, or asserted against, BNY by

reason or as a result of any action or inaction, or arising out of BNY's

performance hereunder, provided that no Fund shall indemnify BNY to the extent

any such costs, expenses, damages, liabilities or claims arises out of BNY's

failure to exercise the reasonable care, prudence and diligence required by

Section 2 of Article II hereof.

3. BNY shall indemnify each Fund and hold them harmless from and against

any and all direct damages sustained or incurred by, or asserted against, the

Funds to the extent any such damages arise out of BNY's failure to exercise the

reasonable care, prudence and diligence required by Section 2 of Article II

hereof.

4. For its services hereunder, each Fund agrees to pay to BNY such

compensation as shall be mutually agreed.

5. BNY shall have only such duties as are expressly set forth herein. In no

event shall BNY be liable for any Country Risks associated with investments in a

particular country.

ARTICLE VI.

MISCELLANEOUS

1. This Agreement constitutes the entire agreement between each Fund and

BNY as a foreign custody manager, and no provision in the Custody Agreement

between the Funds and the Custodian shall affect the duties and obligations of

BNY hereunder, nor shall any provision in this Agreement affect the duties or

obligations of the Custodian under the Custody Agreement.

2. Any notice or other instrument in writing, authorized or required by

this Agreement to be given to BNY, shall be sufficiently given if received by it

at its offices at 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at

such other place as BNY may from time to time designate in writing.

3. Any notice or other instrument in writing, authorized or required by

this Agreement to be given to a Fund shall be sufficiently given if received by

it at its offices at c/o The Vanguard Group, X.X. Xxx 0000, Xxxxxx Xxxxx,

Xxxxxxxxxxxx 00000, Attn: Assistant Treasurer, or at such other place as the

Funds may from time to time designate in writing.

4. In case any provision in or obligation under this Agreement shall be

invalid, illegal or unenforceable in any jurisdiction, the validity, legality

and enforceability of the remaining provisions shall not in any way be affected

thereby. This Agreement may not be amended or modified in any manner except by a

written agreement executed by the parties. This Agreement shall extend to and

shall be binding upon the parties hereto, and their respective successors and

assigns; provided however, that this Agreement shall not be assignable by any

party without the written consent of the other.

5. This Agreement shall be construed in accordance with the substantive

laws of the State of New York, without regard to conflicts of laws principles

thereof. Each Fund and BNY hereby consent to the jurisdiction of a federal court

situated in New York City, New York in connection with any dispute arising

hereunder. Each Fund hereby irrevocably waives, to the fullest extent permitted

by applicable law, any objection which it may now or hereafter have to the

laying of venue of any such proceeding brought in such a court and any claim

that such proceeding brought in such a court has been brought in an inconvenient

forum. Each Fund and BNY each hereby irrevocably waives any and all rights to

trial by jury in any legal proceeding arising out of or relating to this

Agreement.

6. The parties hereto agree that in performing hereunder, BNY is acting

solely on behalf of the Funds and no contractual or service relationship shall

be deemed to be established hereby between BNY and any other person by reason of

this Agreement.

7. This Agreement is executed on behalf of the Board of Trustees of each

Fund as Trustees and not individually and the obligations of this Agreement are

not binding upon any of the Trustees or shareholders individually but are

binding only upon the assets and property of such Funds; further, the assets of

a particular Series of such Fund shall under no circumstances be charged with

liabilities attributable to any other Series of such Fund and that all persons

extending credit to, or contracting with or having any claim against a

particular Series of such Fund shall look only to the assets of that particular

Series for payment of such credit, contract or claim.

8. The parties hereto agree that each shall treat confidentially the terms

and conditions of this Agreement and all information provided by each party to

the other regarding its business and operations. All confidential information

provided by a party hereto shall be used by any other party hereto solely for

the purpose of rendering or obtaining services pursuant to this Agreement and,

except as may be required in carrying

out this Agreement, shall not authorize it to be disclosed to any third party

without the prior consent of such providing party. The foregoing shall not be

applicable to any information that is publicly available when provided or

thereafter becomes publicly available other than through a breach of this

Agreement, or that is required to be disclosed by or to any regulatory

authority, any external or internal accountant, auditor or counsels of the

parties hereto, by judicial or administration process or otherwise by applicable

law, or to any disclosure made by a party if such party's counsel has advised

that such party could be liable under any applicable law or any judicial or

administrative order or process for a failure to make such disclosure.

9. This Agreement may be executed in any number of counterparts, each of

which shall be deemed to be an original, but such counterparts shall, together,

constitute only one instrument.

10. This Agreement shall terminate simultaneously with the termination of

the Custody Agreement between the Funds and the Custodian, and may otherwise be

terminated by any party giving to the other party a notice in writing specifying

the date of such termination, which shall be not less than sixty (60) days after

the date of such notice.

IN WITNESS WHEREOF, the Funds and BNY have caused this Agreement to be executed

by their respective officers, thereunto duly authorized, as of the date first

above written.

EACH FUND LISTED ON SCHEDULE II

By: /S/ Xxxxxx Xxxxxxx

Title: Assistant Treasurer

THE BANK OF NEW YORK

By: /S/ Xxxxxx X. XxXxxx

Title: Vice President

SCHEDULE II

Funds/Series

FUND: Vanguard Admiral Funds

SERIES/TAX IDENTIFICATION NO.: Vanguard Admiral Treasury Money Market Fund/

00-0000000

FUND: Vanguard Fixed Income Securities Funds

SERIES/TAX IDENTIFICATION NO.: Vanguard Intermediate-Term Corporate Fund/

00-0000000

Vanguard Intermediate-Term Treasury Fund/

00-0000000

Vanguard Long-Term Treasury Fund/00-0000000

Vanguard Short-Term Corporate Fund/00-0000000

Vanguard Short-Term Federal Fund/00-0000000

Vanguard Short-Term Treasury Fund/00-0000000

FUND: Vanguard Horizon Funds

SERIES/TAX IDENTIFICATION NO.: Vanguard Capital Opportunity Fund/00-0000000

Vanguard Strategic Equity Fund/00-0000000

FUND: Vanguard Money Market Reserves

SERIES/TAX IDENTIFICATION NO.: Vanguard Prime Money Market Fund/00-0000000

Vanguard Federal Money Market Fund/00-0000000

FUND: Vanguard PRIMECAP Fund/00-0000000

FUND: Vanguard Treasury Fund

SERIES/TAX IDENTIFICATION NO.: Vanguard Treasury Money Market Fund/

00-0000000

FUND: Vanguard Variable Insurance Funds

SERIES/TAX IDENTIFICATION NO.: Growth Portfolio/00-0000000

Xxxxx Xxxxxx Xxxxxxxxx/00-0000000

Xxxxx-Xxxx Corporate Portfolio/00-0000000

FUND: Vanguard Whitehall Funds

SERIES/TAX IDENTIFICATION NO.: Vanguard Selected Value Fund/00-0000000

SCHEDULE II - AMENDMENT #1

The following is an amendment ("Amendment") to the Amended And Restated

Custody Agreement, dated June 19, 2001 (the "Agreement") by and between The Bank

of New York ("Custodian") and each open-end management investment company listed

on Schedule II thereto (each, a "Fund", collectively, the "Client"). This

Amendment serves to update the names of the Funds listed on Schedule II.

Custodian and Client hereby agree that all of the terms and conditions as set

forth in the Agreement are hereby incorporated by reference with respect to the

Funds listed below.

Schedule II is hereby amended as follows:

FUND: Vanguard Admiral Funds

SERIES/TAX IDENTIFICATION NO.: Vanguard Admiral Treasury Money Market Fund/

00-0000000

FUND: Vanguard Fixed Income Securities Funds

SERIES/TAX IDENTIFICATION NO.: Vanguard Intermediate-Term Corporate Fund/

00-0000000

Vanguard Intermediate-Term Treasury Fund/

00-0000000

Vanguard Long-Term Treasury Fund/00-0000000

Vanguard Short-Term Corporate Fund/00-0000000

Vanguard Short-Term Federal Fund/00-0000000

Vanguard Short-Term Treasury Fund/00-0000000

FUND: Vanguard Horizon Funds

SERIES/TAX IDENTIFICATION NO.: Vanguard Capital Opportunity Fund/00-0000000

Vanguard Strategic Equity Fund/00-0000000

FUND: Vanguard Money Market Reserves

SERIES/TAX IDENTIFICATION NO.: Vanguard Prime Money Market Fund/00-0000000

Vanguard Federal Money Market Fund/00-0000000

FUND: Vanguard PRIMECAP Fund/00-0000000

FUND: Vanguard Treasury Fund

SERIES/TAX IDENTIFICATION NO.: Vanguard Treasury Money Market Fund/

00-0000000

FUND: Vanguard Variable Insurance Funds

SERIES/TAX IDENTIFICATION NO.: Xxxxxxx Xxxxxx Xxxxxxxxx/00-0000000

Xxxxxx Portfolio/00-0000000

Xxxxx Xxxxxx Xxxxxxxxx/00-0000000

Xxxxx-Xxxx Corporate Portfolio/00-0000000

FUND: Vanguard Whitehall Funds

SERIES/TAX IDENTIFICATION NO.: Vanguard Selected Value Fund/00-0000000

AGREED TO as of September 30, 2002 BY:

THE BANK OF NEW YORK Each Fund Listed on Schedule II

By: /S/ Xxxxxx X. XxXxxx By: /S/ Xxxxxx X. Xxxxxxx

Name: Xxxxxx X. XxXxxx Name: Xxxxxx X. Xxxxxxx

Title: Vice President Title: Treasurer

Mutual Funds Division

SCHEDULE II - AMENDMENT #1

The following is an amendment ("Amendment") to the Foreign Custody Manager

Agreement, dated June 19, 2001 (the "Agreement") by and between The Bank of New

York ("Custodian") and each open-end management investment company listed on

Schedule II thereto (each, a "Fund", collectively, the "Client"). This Amendment

serves to update the names of the Funds listed on Schedule II. Custodian and

Client hereby agree that all of the terms and conditions as set forth in the

Agreement are hereby incorporated by reference with respect to the Funds listed

below.

Schedule II is hereby amended as follows:

FUND: Vanguard Admiral Funds

SERIES/TAX IDENTIFICATION NO.: Vanguard Admiral Treasury Money Market Fund/

00-0000000

FUND: Vanguard Fixed Income Securities Funds

SERIES/TAX IDENTIFICATION NO.: Vanguard Intermediate-Term Corporate Fund/

00-0000000

Vanguard Intermediate-Term Treasury Fund/

00-0000000

Vanguard Long-Term Treasury Fund/00-0000000

Vanguard Short-Term Corporate Fund/00-0000000

Vanguard Short-Term Federal Fund/00-0000000

Vanguard Short-Term Treasury Fund/00-0000000

FUND: Vanguard Horizon Funds

SERIES/TAX IDENTIFICATION NO.: Vanguard Capital Opportunity Fund/00-0000000

Vanguard Strategic Equity Fund/00-0000000

FUND: Vanguard Money Market Reserves

SERIES/TAX IDENTIFICATION NO.: Vanguard Prime Money Market Fund/00-0000000

Vanguard Federal Money Market Fund/00-0000000

FUND: Vanguard PRIMECAP Fund/00-0000000

FUND: Vanguard Treasury Fund

SERIES/TAX IDENTIFICATION NO.: Vanguard Treasury Money Market Fund/

00-0000000

FUND: Vanguard Variable Insurance Funds

SERIES/TAX IDENTIFICATION NO.: Xxxxxxx Xxxxxx Xxxxxxxxx/00-0000000

Xxxxxx Portfolio/00-0000000

Xxxxx Xxxxxx Xxxxxxxxx/00-0000000

Xxxxx-Xxxx Corporate Portfolio/00-0000000

FUND: Vanguard Whitehall Funds

SERIES/TAX IDENTIFICATION NO.: Vanguard Selected Value Fund/00-0000000

AGREED TO as of September 30, 2002 BY:

THE BANK OF NEW YORK Each Fund Listed on Schedule II

By: /S/ Xxxxxx X. XxXxxx By: /S/ Xxxxxx X. Xxxxxxx

Name: Xxxxxx X. XxXxxx Name: Xxxxxx X. Xxxxxxx

Title: Vice President Title: Treasurer

Mutual Funds Division

SCHEDULE II - AMENDMENT #2

The following is an amendment ("Amendment") to the Amended and Restated

Custody Agreement, dated June 19, 2001 (the "Agreement") by and between The Bank

of New York ("Custodian") and each open-end management investment company listed

on Schedule II thereto (each, a "Fund", collectively, the "Client"). This

Amendment serves to update the names of the Funds listed on Schedule II.

Custodian and Client hereby agree that all of the terms and conditions as set

forth in the Agreement are hereby incorporated by reference with respect to the

Funds listed below.

Schedule II is hereby amended as follows:

Fund: Vanguard Admiral Funds

Series/Tax Identification No.: Vanguard Admiral Treasury Money Market Fund/

00-0000000

Fund: Vanguard CMT Funds

Series/Tax Identification No.: Vanguard Market Liquidity Fund/00-0000000

Vanguard Yorktown Liquidity Fund/00-0000000

Fund: Vanguard Fixed Income Securities Funds

Series/Tax Identification No.: Vanguard Intermediate-Term Corporate Fund/

00-0000000

Vanguard Intermediate-Term Treasury Fund/

00-0000000

Vanguard Long-Term Treasury Fund/00-0000000

Vanguard Short-Term Corporate Fund/

00-0000000

Vanguard Short-Term Federal Fund/00-0000000

Vanguard Short-Term Treasury Fund/00-0000000

Fund: Vanguard Horizon Funds

Series/Tax Identification No.: Vanguard Capital Opportunity Fund/00-0000000

Vanguard Strategic Equity Fund/00-0000000

Fund: Vanguard Money Market Reserves

Series/Tax Identification No.: Vanguard Prime Money Market Fund/00-0000000

Vanguard Federal Money Market Fund/

00-0000000

Fund: Vanguard PRIMECAP Fund/00-0000000

Fund: Vanguard Treasury Fund

Series/Tax Identification No.: Vanguard Treasury Money Market Fund/

00-0000000

Fund: Vanguard Variable Insurance Funds

Series/Tax Identification No.: Xxxxxxx Xxxxxx Xxxxxxxxx/00-0000000

Xxxxxx Portfolio/00-0000000

Xxxxx Xxxxxx Xxxxxxxxx/00-0000000

Xxxxx-Xxxx Corporate Portfolio/00-0000000

Fund: Vanguard Whitehall Funds

Series/Tax Identification No.: Vanguard Selected Value Fund/00-0000000

AGREED TO as of May 21, 2004 BY:

THE BANK OF NEW YORK Each Fund Listed on Schedule II

By: /S/ Xxxxxx X. XxXxxx By: /S/ XXXXXX X. XXXXXXX

Name: Xxxxxx X. XxXxxx Name: Xxxxxx X. Xxxxxxx

Title: Vice President Title: Treasurer

SCHEDULE II - AMENDMENT #3

The following is an amendment ("Amendment") to the Amended and Restated

Custody Agreement, dated June 19, 2001 (the "Agreement") by and between The Bank

of New York ("Custodian") and each open-end management investment company listed

on Schedule II thereto (each, a "Fund", collectively, the "Client"). This

Amendment serves to update the names of the Funds listed on Schedule II.

Custodian and Client hereby agree that all of the terms and conditions as set

forth in the Agreement are hereby incorporated by reference with respect to the

Funds listed below.

Schedule II is hereby amended as follows:

Fund: Vanguard Admiral Funds

Series/Tax Identification No.: Vanguard Admiral Treasury Money Market Fund/

00-0000000

Fund: Vanguard Xxxxxxx Funds

Vanguard PRIMECAP Fund/00-0000000

Fund: Vanguard CMT Funds

Series/Tax Identification No.: Vanguard Market Liquidity Fund/00-0000000

Vanguard Yorktown Liquidity Fund/00-0000000

Fund: Vanguard Fenway Funds

Series/Tax Identification No.: Vanguard PRIMECAP Core Fund/00-0000000

Fund: Vanguard Fixed Income Securities Funds

Series/Tax Identification No.: Vanguard Intermediate-Term Corporate Fund/

00-0000000

Vanguard Intermediate-Term Treasury Fund/

00-0000000

Vanguard Long-Term Treasury Fund/00-0000000

Vanguard Short-Term Corporate Fund/

00-0000000

Vanguard Short-Term Federal Fund/00-0000000

Vanguard Short-Term Treasury Fund/

00-0000000

Fund: Vanguard Horizon Funds

Series/Tax Identification No.: Vanguard Capital Opportunity Fund/

00-0000000

Vanguard Strategic Equity Fund/00-0000000

Fund: Vanguard Money Market Reserves

Series/Tax Identification No.: Vanguard Prime Money Market Fund/00-0000000

Vanguard Federal Money Market Fund/

00-0000000

Fund: Vanguard Treasury Fund

Series/Tax Identification No.: Vanguard Treasury Money Market Fund/

00-0000000

Fund: Vanguard Variable Insurance Funds

Series/Tax Identification No.: Xxxxxxx Xxxxxx Xxxxxxxxx/00-0000000

Xxxxxx Portfolio/00-0000000

Xxxxx Xxxxxx Xxxxxxxxx/00-0000000

Xxxxx-Xxxx Corporate Portfolio/00-0000000

Fund: Vanguard Whitehall Funds

Series/Tax Identification No.: Vanguard Selected Value Fund/00-0000000

AGREED TO as of December __, 2004 BY:

THE BANK OF NEW YORK Each Fund Listed on Schedule II

By: /s/ Xxxxxx X. XxXxxx By: /s/ Xxxxxx X. Xxxxxxx

Name: Xxxxxx X. XxXxxx Name: Xxxxxx X. Xxxxxxx

Title: Managing Director Title: Treasurer

SCHEDULE II - AMENDMENT #4

The following is an amendment ("Amendment") to the Amended and Restated

Custody Agreement, dated June 19, 2001 (the "Agreement") by and between The Bank

of New York ("Custodian") and each open-end management investment company listed

on Schedule II thereto (each, a "Fund", collectively, the "Client"). This

Amendment serves to update the names of the Funds listed on Schedule II.

Custodian and Client hereby agree that all of the terms and conditions as set

forth in the Agreement are hereby incorporated by reference with respect to the

Funds listed below.

Schedule II is hereby amended as follows:

Fund: Vanguard Admiral Funds

Series/Tax Identification No.: Vanguard Admiral Treasury Money Market Fund/

00-0000000

Fund: Vanguard Xxxxxxx Funds

Vanguard PRIMECAP Fund/00-0000000

Fund: Vanguard CMT Funds

Series/Tax Identification No.: Vanguard Market Liquidity Fund/00-0000000

Vanguard Yorktown Liquidity Fund/00-0000000

Fund: Vanguard Fenway Funds

Series/Tax Identification No.: Vanguard PRIMECAP Core Fund/00-0000000

Fund: Vanguard Fixed Income Securities Funds

Series/Tax Identification No.: Vanguard Intermediate-Term Corporate Fund/

00-0000000

Vanguard Intermediate-Term Treasury Fund/

00-0000000

Vanguard Long-Term Treasury Fund/00-0000000

Vanguard Short-Term Corporate Fund/00-0000000

Vanguard Short-Term Federal Fund/00-0000000

Vanguard Short-Term Treasury Fund/00-0000000

Fund: Vanguard Horizon Funds

Series/Tax Identification No.: Vanguard Capital Opportunity Fund/00-0000000

Vanguard Strategic Equity Fund/00-0000000

Vanguard Strategic Small-Cap Equity Fund/

00-0000000

Fund: Vanguard Money Market Reserves

Series/Tax Identification No.: Vanguard Prime Money Market Fund/00-0000000

Vanguard Federal Money Market Fund/00-0000000

Fund: Vanguard Treasury Fund

Series/Tax Identification No.: Vanguard Treasury Money Market Fund/

00-0000000

Fund: Vanguard Variable Insurance Funds

Series/Tax Identification No.: Xxxxxxx Xxxxxx Xxxxxxxxx/00-0000000

Xxxxxx Portfolio/00-0000000

Xxxxx Xxxxxx Xxxxxxxxx/00-0000000

Xxxxx-Xxxx Corporate Portfolio/00-0000000

Fund: Vanguard Whitehall Funds

Series/Tax Identification No.: Vanguard Selected Value Fund/00-0000000

AGREED TO as of March ___, 2006, BY:

THE BANK OF NEW YORK Each Fund Listed on Schedule II

By: Xxxxxx X. XxXxxx By: Xxxxxx X. Xxxxxxx

Name: XXXXXX X. XXXXXX Name: XXXXXX X. XXXXXXX

Title: MANAGING DIRECTOR Title: TREASURER

SCHEDULE II - AMENDMENT #5

The following is an amendment ("Amendment") to the Amended and Restated

Custody Agreement, dated June 19, 2001 (the "Agreement") by and between The Bank

of New York ("Custodian") and each open-end management investment company listed

on Schedule II thereto (each, a "Fund", collectively, the "Client"). This

Amendment serves to update the names of the Funds listed on Schedule II.

Custodian and Client hereby agree that all of the terms and conditions as set

forth in the Agreement are hereby incorporated by reference with respect to the

Funds listed below.

Schedule II is hereby amended as follows:

Fund: Vanguard Admiral Funds

Series/Tax Identification No.: Vanguard Admiral Treasury Money Market Fund/

00-0000000

Fund: Vanguard Xxxxxxx Funds

Vanguard PRIMECAP Fund/00-0000000

Fund: Vanguard CMT Funds

Series/Tax Identification No.: Vanguard Market Liquidity Fund/00-0000000

Vanguard Yorktown Liquidity Fund/00-0000000

Fund: Vanguard Fenway Funds

Series/Tax Identification No.: Vanguard PRIMECAP Core Fund/00-0000000

Fund: Vanguard Fixed Income Securities Funds

Series/Tax Identification No.: Vanguard Intermediate-Term Corporate Fund/

00-0000000

Vanguard Intermediate-Term Treasury Fund/

00-0000000

Vanguard Long-Term Treasury Fund/00-0000000

Vanguard Short-Term Corporate Fund/00-0000000

Vanguard Short-Term Federal Fund/00-0000000

Vanguard Short-Term Treasury Fund/00-0000000

Fund: Vanguard Horizon Funds

Series/Tax Identification No.: Vanguard Capital Opportunity Fund/00-0000000

Vanguard Strategic Equity Fund/00-0000000

Vanguard Strategic Small-Cap Equity Fund/

00-0000000

Fund: Vanguard Money Market Reserves

Series/Tax Identification No.: Vanguard Prime Money Market Fund/00-0000000

Vanguard Federal Money Market Fund/00-0000000

Fund: Vanguard Quantitative Funds

Series/Tax Identification No.: Vanguard Structured Large-Cap Equity Fund/

00-0000000

Fund: Vanguard Treasury Fund

Series/Tax Identification No.: Vanguard Treasury Money Market Fund/

00-0000000

Fund: Vanguard Variable Insurance Funds

Series/Tax Identification No.: Xxxxxxx Xxxxxx Xxxxxxxxx/00-0000000

Xxxxxx Portfolio/00-0000000

Xxxxx Xxxxxx Xxxxxxxxx/00-0000000

Xxxxx-Xxxx Corporate Portfolio/00-0000000

Fund: Vanguard Whitehall Funds

Series/Tax Identification No.: Vanguard Selected Value Fund/00-0000000

AGREED TO as of March 27, 2006, BY:

THE BANK OF NEW YORK Each Fund Listed on Schedule II

By: Xxxxxx X. XxXxxx By: Xxxxxx X. Xxxxxxx

Name: XXXXXX X. XXXXXX Name: XXXXXX X. XXXXXXX

Title: MANAGING DIRECTOR Title: TREASURER

SCHEDULE II - AMENDMENT #6

The following is an amended and restated Schedule II ("Amendment") to

the Amended and Restated Custody Agreement, dated June 19, 2001 (the

"Agreement"), by and between The Bank of New York Mellon (previously The Bank of

New York) ("Custodian") and each open-end management investment company listed

on Schedule II thereto (each, a "Fund"). This Amendment serves to update

Schedule II. Custodian and the Funds hereby agree that all of the terms and

conditions as set forth in the Agreement are hereby incorporated by reference

with respect to the Funds listed below.

Schedule II is hereby amended as follows:

Fund: Vanguard Admiral Funds

Series/Tax Identification No.: Vanguard Admiral Treasury Money Market Fund/

00-0000000

Fund: Vanguard Xxxxxxx Funds

Series/Tax Identification No.: Vanguard PRIMECAP Fund/00-0000000

Fund: Vanguard CMT Funds

Series/Tax Identification No.: Vanguard Market Liquidity Fund/00-0000000

Fund: Vanguard Fenway Funds

Series/Tax Identification No.: Vanguard PRIMECAP Core Fund/00-0000000

Fund: Vanguard Fixed Income Securities Funds

Series/Tax Identification No.: Vanguard Intermediate-Term

Investment-Grade Fund/

00-0000000

Vanguard Intermediate-Term Treasury Fund/

00-0000000

Vanguard Long-Term Treasury Fund/00-0000000

Vanguard Short-Term Investment-Grade Fund/

00-0000000

Vanguard Short-Term Federal Fund/00-0000000

Vanguard Short-Term Treasury Fund/00-0000000

Fund: Vanguard Horizon Funds

Series/Tax Identification No.: Vanguard Capital Opportunity Fund/00-0000000

Vanguard Strategic Equity Fund/00-0000000

Vanguard Strategic Small-Cap Equity Fund/

00-0000000

Fund: Vanguard Money Market Reserves

Series/Tax Identification No.: Vanguard Prime Money Market Fund/00-0000000

Vanguard Federal Money Market Fund/

00-0000000

Fund: Vanguard Quantitative Funds

Series/Tax Identification No.: Vanguard Structured Large-Cap Equity Fund/

00-0000000

Vanguard Structured Broad Market Fund/

00-0000000

Vanguard Structured Large-Cap Growth Fund/

00-0000000

Vanguard Structured Large-Cap Value Fund/

00-0000000

Fund: Vanguard Treasury Fund

Series/Tax Identification No.: Vanguard Treasury Money Market Fund/

00-0000000

Vanguard Treasury Money Market II Fund/

00-0000000

Fund: Vanguard Variable Insurance Funds

Series/Tax Identification No.:

Xxxxxxx Xxxxxx Xxxxxxxxx/00-0000000

Xxxxxx Portfolio/00-0000000

Xxxxx Xxxxxx Xxxxxxxxx/00-0000000

Xxxxx-Xxxx Investment-Grade Portfolio/

00-0000000

Fund: Vanguard Whitehall Funds

Series/Tax Identification No.: Vanguard Selected Value Fund/00-0000000

AGREED TO as of the 24th day of September, 2008, BY:

THE BANK OF NEW YORK MELLON Each Fund Listed on Schedule II

By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxx

Name: Xxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx

Title: Vice President Title: Treasurer

SCHEDULE II - AMENDMENT #7

The following is an amended and restated Schedule II ("Amendment") to

the Amended and Restated Custody Agreement, dated June 19, 2001 (the

"Agreement"), by and between The Bank of New York Mellon (previously The Bank of

New York) ("Custodian") and each open-end management investment company listed

on Schedule II thereto (each, a "Fund"). This Amendment serves to update

Schedule II. Custodian and the Funds hereby agree that all of the terms and

conditions as set forth in the Agreement are hereby incorporated by reference

with respect to the Funds listed below.

Schedule II is hereby amended as follows:

Fund: Vanguard Admiral Funds

Series/Tax Identification No.: Vanguard Admiral Treasury Money Market Fund/

00-0000000

Fund: Vanguard Xxxxxxx Funds

Series/Tax Identification No.: Vanguard PRIMECAP Fund/00-0000000

Fund: Vanguard CMT Funds

Series/Tax Identification No.: Vanguard Market Liquidity Fund/00-0000000

Fund: Vanguard Fenway Funds

Series/Tax Identification No.: Vanguard PRIMECAP Core Fund/00-0000000

Fund: Vanguard Fixed Income Securities Funds

Series/Tax Identification No.: Vanguard Intermediate-Term Investment-Grade Fund/

00-0000000

Vanguard Intermediate-Term Treasury Fund/

00-0000000

Vanguard Long-Term Treasury Fund/00-0000000

Vanguard Short-Term Investment-Grade Fund/00-0000000

Vanguard Short-Term Federal Fund/00-0000000

Vanguard Short-Term Treasury Fund/00-0000000

Fund: Vanguard Horizon Funds

Series/Tax Identification No.: Vanguard Capital Opportunity Fund/00-0000000

Vanguard Strategic Equity Fund/00-0000000

Vanguard Strategic Small-Cap Equity Fund/00-0000000

Fund: Vanguard Money Market Reserves

Series/Tax Identification No.: Vanguard Prime Money Market Fund/00-0000000

Vanguard Federal Money Market Fund/00-0000000

Fund: Vanguard Quantitative Funds

Series/Tax Identification No.: Vanguard Structured Large-Cap Equity Fund/00-0000000

Vanguard Structured Broad Market Fund/00-0000000

Vanguard Structured Large-Cap Growth Fund/00-0000000

Vanguard Structured Large-Cap Value Fund/00-0000000

Fund: Vanguard Variable Insurance Funds

Series/Tax Identification No.: Xxxxxxx Xxxxxx Xxxxxxxxx/00-0000000

Xxxxxx Portfolio/00-0000000

Xxxxx Xxxxxx Xxxxxxxxx/00-0000000

Xxxxx-Xxxx Investment-Grade Portfolio/00-0000000

Fund: Vanguard Whitehall Funds

Series/Tax Identification No.: Vanguard Selected Value Fund/00-0000000

AGREED TO as of the __21___ day of August, 2009, BY:

THE BANK OF NEW YORK MELLON Each Fund Listed on Schedule II

By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxx

Name: Xxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxx

Title: Managing Director Title: Treasurer

SCHEDULE II – AMENDMENT #8

The following is an amended and restated Schedule II (“Amendment”) to the Amended

and Restated Custody Agreement, dated June 19, 2001 (the “Agreement”), by and

between The Bank of New York Mellon (previously The Bank of New York)

(“Custodian”) and each open-end management investment company listed on

Schedule II thereto (each, a “Fund”). This Amendment serves to update

Schedule II. Custodian and the Funds hereby agree that all of the terms

and conditions as set forth in the Agreement are hereby incorporated by

reference with respect to the Funds listed below.

Schedule II is hereby amended as follows:

Fund: Vanguard Admiral Funds

Series/Tax Identification No.: Vanguard Admiral Treasury Money Market Fund/00-0000000

Fund: Vanguard Xxxxxxx Funds

Series/Tax Identification No.: Vanguard PRIMECAP Fund/00-0000000

Fund: Vanguard CMT Funds

Series/Tax Identification No.: Vanguard Market Liquidity Fund/00-0000000

Fund: Vanguard Fenway Funds

Series/Tax Identification No.: Vanguard PRIMECAP Core Fund/00-0000000

Fund: Vanguard Fixed Income Securities Funds

Series/Tax Identification No.: Vanguard Intermediate-Term Investment-Grade Fund/00-0000000

Vanguard Intermediate-Term Treasury Fund/00-0000000

Vanguard Long-Term Treasury Fund/00-0000000

Vanguard Short-Term Investment-Grade Fund/00-0000000

Vanguard Short-Term Federal Fund/00-0000000

Vanguard Short-Term Treasury Fund/00-0000000

Fund: Vanguard Horizon Funds

Series/Tax Identification No.: Vanguard Capital Opportunity Fund/00-0000000

Vanguard Strategic Equity Fund/00-0000000

Vanguard Strategic Small-Cap Equity Fund/00-0000000

Fund: Vanguard Money Market Reserves

Series/Tax Identification No.: Vanguard Prime Money Market Fund/00-0000000

Vanguard Federal Money Market Fund/00-0000000

Fund: Vanguard Quantitative Funds

Series/Tax Identification No.: Vanguard Structured Large-Cap Equity Fund/00-0000000

Vanguard Structured Broad Market Fund/00-0000000

Vanguard Structured Large-Cap Growth Fund/00-0000000

Vanguard Structured Large-Cap Value Fund/00-0000000

Fund: Vanguard Scottsdale Funds

Series/Tax Identification No.: Vanguard Explorer Value Fund/00-0000000

Fund: Vanguard Variable Insurance Funds

Series/Tax Identification No.: Xxxxxxx Xxxxxx Xxxxxxxxx/00-0000000

Xxxxxx Portfolio/00-0000000

Xxxxx Xxxxxx Xxxxxxxxx/00-0000000

Xxxxx-Xxxx Investment-Grade Portfolio/00-0000000

Fund: Vanguard Whitehall Funds

Series/Tax Identification No.: Vanguard Selected Value Fund/00-0000000

AGREED TO as of the _____ day of March, 2010, BY:

THE BANK OF NEW YORK MELLON Each Fund Listed on Schedule II

By: By: /s/Xxxx X. Xxxxxxx

Name: Name: Xxxx X. Xxxxxxx

Title: Title: Assistant Treasurer

[BNYM LETTERHEAD]

March 15, 2010

Vanguard Scottsdale Funds

X.X. Xxx 0000, X00

Xxxxxx Xxxxx, XX 00000-0000

Re: Fee Limitation – Vanguard Explorer/TM Value Fund

Ladies and Gentlemen:

By our execution of this letter agreement (the "Agreement"),

intending to be legally bound hereby, Bank of New York Mellon

(the "Custodian") confirms the custody services fee limitation between

Vanguard Scottsdale Funds (the "Trust"), on behalf of Vanguard Explorer

Value Fund (the "Fund"), a series of the Trust, and the Custodian.

1. Custody Services Fee Limitation. The Custodian agrees to limit

the annual fees payable by the Fund for custody services under Section 8.6

of the Amended and Restated Custody Agreement dated June 19, 2001 and the

related Domestic Fee Schedule effective September 2008, between the Trust

and the Custodian, to a maximum of 0.01% of the Fund's net assets. The

Custodian acknowledges that it shall not be entitled to collect on, or make

a claim for, any fees in excess of the fee limitation at any time in the

future.

2. Term and Termination. This Agreement is effective as of

March 15, 2010 and shall continue through August 31, 2011.

3. Governing Law. This Agreement shall be construed in

accordance with, and governed by the laws of, the state of New York,

without regard to conflicts of laws principles thereof.

Please indicate your approval of this Agreement by signing and returning

a copy of this letter to the Custodian.

Very truly yours,

BANK OF NEW YORK MELLON

By:

Name:

Title:

Agreed to:

VANGUARD EXPLORER VALUE FUND, A SERIES OF VANGUARD SCOTTSDALE FUNDS

By:

Name: Xxxx X. Xxxxxxx

Title: Assistant Treasurer

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AMENDED AND RESTATED CUSTODY AGREEMENT AMENDED AND RESTATED CUSTODY AGREEMENT, dated as of June 19, 2001 between each open-end management investment company listed on Schedule II hereto as amended from time to time (each such investment company, a...

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