2

INVESTMENT ADVISORY AGREEMENT

THIS AGREEMENT is made as of this 29th day of June, 2002, between VANGUARD WHITEHALL FUNDS, a Delaware business trust (the "Trust"), and PROVIDENT INVESTMENT COUNSEL, INC., a Massachusetts corporation (the "Adviser").

W I T N E S S E T H

WHEREAS, the Trust is an open-end, diversified management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"); and

WHEREAS, the Trust offers a series of shares known as Vanguard Mid-Cap Growth Fund (the "Fund"); and

WHEREAS, the Trust desires to retain the Adviser to render investment advisory services to the Fund, and the Adviser is willing to render such services.

NOW THEREFORE, in consideration of the mutual promises and undertakings set forth in this Agreement, the Trust and the Adviser hereby agree as follows:

1. Appointment of Adviser. The Trust hereby employs the Adviser as investment adviser, on the terms and conditions set forth herein, for the portion of the assets of the Fund that the Trust's Board of Trustees (the "Board of Trustees") determines in its sole discretion to assign to the Adviser from time to time (referred to in this Agreement as the "Provident Portfolio"). As of the date of this Agreement, the Provident Portfolio will consist of all of the assets of the Fund. The Board of Trustees may, from time to time, make additions to, and withdrawals from, the assets of the Fund assigned to the Adviser. The Adviser accepts such employment and agrees to render the services herein set forth, for the compensation herein provided.

2. Duties of Adviser. The Trust employs the Adviser to manage the investment and reinvestment of the assets of the Provident Portfolio; to continuously review, supervise, and administer an investment program for the Provident Portfolio; to determine in its discretion the securities to be purchased or sold and the portion of such assets to be held uninvested; to provide the Fund with all records concerning the activities of the Adviser that the Fund is required to maintain; and to render regular reports to the Trust's officers and Board of Trustees concerning the discharge of the foregoing responsibilities. The Adviser will discharge the foregoing responsibilities subject to the supervision and oversight of the Trust's officers and the Board of Trustees, and in compliance with the objectives, policies and limitations set forth in the Fund's prospectus and Statement of Additional Information, any additional operating policies or procedures that the Fund communicates to the Adviser in writing, and applicable laws and regulations. The Adviser agrees to provide, at its own expense, the office space, furnishings and equipment, and personnel required by it to perform the services on the terms and for the compensation provided herein.

3. Securities Transactions. The Adviser is authorized to select the brokers or dealers that will execute purchases and sales of securities for the Provident Portfolio, and is directed to use its best efforts to obtain the best available price and most favorable execution for such transactions. To the extent expressly permitted by the written policies and procedures established by the Board of Trustees, and subject to Section 28(e) of the Securities Exchange Act of 1934, as amended, any interpretations thereof by the Securities and Exchange Commission or its staff, and other applicable law, the Adviser is permitted to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities to the accounts as to which it exercises investment discretion. The execution of such transactions in conformity with the authority expressly referenced in the immediately preceding sentence shall not be deemed to represent an unlawful act or breach of any duty created by this Agreement or otherwise. The Adviser agrees to comply with any directed brokerage or other brokerage arrangements that the Fund communicates to the Adviser in writing. The Adviser will promptly communicate to the Trust's officers and the Board of Trustees any information relating to the portfolio transactions the Adviser has directed on behalf of the Provident Portfolio as such officers or the Board may reasonably request.

4. Compensation of Adviser. For the services to be rendered by the Adviser as provided in this Agreement, the Fund will pay to Adviser at the end of each of the Fund's fiscal quarters an amount (the "Adjusted Fee") equal to a basic fee ("Basic Fee") plus a performance adjustment amount ("Adjustment Amount"). For purposes of the calculations, both the Basic Fee and the Adjustment Amount will incorporate an asset-based fee ("Asset Fee") that is determined by applying a quarterly rate, calculated based on the following annual percentage rate schedule, to the average month-end net assets of the Provident Portfolio over the applicable time period:

--------------------------------------------------
         ANNUAL PERCENTAGE RATE SCHEDULE
--------------------------------------------------
ANNUAL PERCENTAGE         AVERAGE MONTH-END
       RATE                  NET ASSETS
------------------- ------------------------------
      0.50%           On the first $50 million
      0.25%           On the next $200 million
      0.175%          On the next $750 million
      0.125%               Over $1 billion
------------------- ------------------------------

The Basic Fee is equal to the Asset Fee as computed over the fiscal quarter for which the Adjusted Fee is being calculated ("Relevant Fiscal Quarter").

Subject to the transition rules described below, the Adjustment Amount is equal to the product of an adjustment percentage ("Adjustment Percentage") and the Asset Fee as computed over the 36-month period ending with the Relevant Fiscal Quarter ("Relevant 36-Month Period"). The Adjustment Percentage will change proportionately with the investment performance of the Provident Portfolio relative to the investment performance of the Russell Mid-Cap Growth Index (the "Index") as determined for the Relevant 36-Month Period. The Adjustment Percentage applies as follows:

--------------------------------------------------------------------------------
       CUMULATIVE PERFORMANCE OF
     PROVIDENT PORTFOLIO VS. INDEX                  ADJUSTMENT PERCENTAGE
     OVER RELEVANT 36-MONTH PERIOD
--------------------------------------------------------------------------------
            Less than -7.5%                                  -60%
--------------------------------------------------------------------------------
   From -7.5% up to and including 0%           Linear increase from -60% to 0%
--------------------------------------------------------------------------------
    Greater than 0% and up to +7.5%            Linear increase from 0% to +60%
--------------------------------------------------------------------------------
            More than +7.5%                                  +60%
--------------------------------------------------------------------------------

4.1. Transition Rule for Calculating Adviser's Compensation. The Adjustment Amount will not be fully incorporated into the determination of the Adjusted Fee until the close of the quarter ending July 31, 2005. Until that date, the following transition rules will apply:

(a) Date of Reorganization through April 30, 2003. The Adjusted Fee will be equal to the Basic Fee. No Adjustment Amount will apply during this period.

(b) May 1, 2003 through July 31, 2005. Beginning May 1, 2003, the Adjusted Fee will be equal to the Basic Fee plus the Adjustment Amount as calculated on the following basis. The Adjustment Amount for the Relevant Fiscal Quarter will be determined on a progressive basis with regards to the number of months elapsed between July 31, 2002, and the end of the Relevant Fiscal Quarter ("Progressive Adjustment Period"). During the Progressive Adjustment Period, the Asset Fee for purposes of calculating the Adjustment Amount will be determined with respect to the period from July 31, 2002, through and including the end of the Relevant Fiscal Quarter. Similarly, the Adjustment Percentage will be calculated with respect to the cumulative performance of the Provident Portfolio and the Index from August 1, 2002, through and including the end of the Relevant Fiscal Quarter. For these purposes, the endpoints and size of the range over which a positive or negative Adjustment Percentage applies and the corresponding maximum Adjusted Percentage will be multiplied by a fractional time-elapsed Adjustment Percentage. The fraction will equal the number of months elapsed since July 31, 2002, divided by thirty-six.

Example: Assume that Adviser's compensation is being calculated for the quarter ended January 31, 2004, and that the cumulative performance of the Fund versus the Index for the applicable period is +3%. In this case, an Adjustment Percentage of 24% of the Asset Fee calculated over the 18-month period would apply. This would be calculated as [(a / c) x d], where a equals the percentage amount by which the performance of the Fund has exceeded the Index (e.g., 3%), c equals the size of the adjusted range over

which the linear adjustment applies, and is the adjusted maximum Adjustment Percentage. The adjusted range in this case is determined as [(18/36) x 0%] to [(18/36) x 7.5%] = 0% to 3.75%. The size of the adjusted range is then 3.75% minus 0% = c. The maximum Adjustment Percentage is determined as
[(18/36) x 60%] = 30% = d. The Adjustment Amount as a percentage of the Basic Fee is then computed as [(3 / 3.75) x 30%] = 24%. (Note that this example reflects rounding. In practice, calculations will be extended to the eighth decimal point. Performance shortfalls versus the Index are treated in a symmetric manner to the example provided.)

(c) 3. On and After August 1, 2005. The Adjusted Fee will be equal to the Basic Fee plus the Adjustment Amount as determined for the Relevant 36-Month Period.

4.2. Other Special Rules Relating to Adviser's Compensation. The following special rules will also apply to the Adviser's compensation:

(a) Provident Portfolio Unit Value. The "Provident Portfolio unit value" shall be determined by dividing the total net assets of the Provident Portfolio by a given number of units. The number of units in the Provident Portfolio shall be equal to the total shares outstanding of the Fund on the effective date of this Agreement; provided, however, that as assets are added to or withdrawn from the Provident Portfolio, the number of units of the Provident Portfolio shall be adjusted based on the unit value of the Provident Portfolio on the day such changes are executed.

(b) Provident Portfolio Performance. The investment performance of the Provident Portfolio for any period, expressed as a percentage of the Provident Portfolio unit value at the beginning of the period, will be the sum of: (i) the change in the Provident Portfolio unit value during such period; (ii) the unit value of the Fund's cash distributions from the Provident Portfolio's net investment income and realized net capital gains (whether short or long term) having an ex-dividend date occurring within the period; and (iii) the unit value of capital gains taxes per share paid or payable on undistributed realized long-term capital gains accumulated to the end of such period by the Provident Portfolio, expressed as a percentage of the Provident Portfolio unit value at the beginning of such period. For this purpose, the value of distributions of realized capital gains per unit of the Provident Portfolio, of dividends per unit of the Provident Portfolio paid from investment income, and of capital gains taxes per unit of the Provident Portfolio paid or payable on undistributed realized long-term capital gains shall be treated as reinvested in units of the Provident Portfolio at the unit value in effect at the close of business on the record date for the payment of such distributions and dividends and the date on which provision is made for such taxes, after giving effect to such distributions, dividends, and taxes.

(c) Index Performance. The investment record of the Index for any period, expressed as a percentage of the Index level at the beginning of such period, will be the sum of (i) the change in the level of the Index during such period, and (ii) the value, computed consistently with the Index, of cash distributions having an ex-dividend date occurring within such period made by companies whose securities make up the Index. For this purpose, cash distributions on the securities that make up the Index will be treated as reinvested in the Index, at least as frequently as the end of each calendar quarter following the payment of the dividend. The calculation will be gross of applicable costs and expenses, and consistent with the methodology used by Frank Russell Company.

(d) Performance Computations. The foregoing notwithstanding, any computation of the investment performance of the Provident Portfolio and the investment record of the Index shall be in accordance with any then applicable rules of the U.S. Securities and Exchange Commission.

(e) Effect of Termination. In the event of termination of this Agreement, the fees provided in this Agreement will be computed on the basis of the period ending on the last business day on which this Agreement is in effect, subject to a pro rata adjustment based on the number of days the Adviser performed services hereunder during the fiscal quarter in which such termination becomes effective as a percentage of the total number of days in such quarter.

5. REPORTS. The Fund and the Adviser agree to furnish to each other current prospectuses, proxy statements, reports to shareholders, certified copies of their financial statements, and such other information with regard to their affairs as each may reasonably request, including, but not limited to, information about changes in partners of the Adviser (to the extent applicable).

6. COMPLIANCE. The Adviser agrees to comply with all policies, procedures or reporting requirements that the Board of Trustees of the Trust reasonably adopts and communicates to the Adviser in writing, including, without limitation, any such policies, procedures or reporting requirements relating to soft dollar or directed brokerage arrangements.

7. STATUS OF ADVISER. The services of the Adviser to the Fund are not to be deemed exclusive, and the Adviser will be free to render similar services to others so long as its services to the Fund are not impaired thereby. The Adviser will be deemed to be an independent contractor and will, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund or the Trust.

8. LIABILITY OF ADVISER. No provision of this Agreement will be deemed to protect the Adviser against any liability to the Fund or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.

9. DURATION; TERMINATION; NOTICES; AMENDMENT. This Agreement will become effective on the date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafter, only so long as each such successive continuance is approved at least annually by votes of the Trust's Board of Trustees who are not parties to such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. In addition, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund.

Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund, on thirty days' written notice to the Adviser, (ii) this Agreement will automatically terminate in the event of its assignment, and (iii) this Agreement may be terminated by the Adviser on ninety days' written notice to the Fund. Any notice under this Agreement will be given in writing, addressed and delivered, or mailed postpaid, to the other party as follows:

If to the Fund, at:

Vanguard MidCap Growth Fund
P.O. Box 2600
Valley Forge, PA 19482

Attention: Jeffrey S. Molitor Telephone: 610-669-6303
Facsimile: 610-503-5855

If to the Adviser, at:

Provident Investment Counsel, Inc.
300 North Lake Avenue
Pasadena, California 91101-4106

Attention: Aaron W.L. Eubanks, Sr.

Telephone: 626-449-8500

Facsimile: 626-578-6457

This Agreement may be amended by mutual consent, but the consent of the Trust must be approved (i) by a majority of those members of the Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such amendment, and (ii) to the extent required by the 1940 Act, by a vote of a majority of the outstanding voting securities of the Fund of the Trust.

As used in this Section 9, the terms "assignment," "interested persons," and "vote of a majority of the outstanding voting securities" will have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.

10. SEVERABILITY. If any provision of this Agreement will be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement will not be affected thereby.

11. CONFIDENTIALITY. The Adviser shall keep confidential any and all information obtained in connection with the services rendered hereunder and relating directly or indirectly to the Fund, the Trust, or The Vanguard Group, Inc. ("Vanguard") and shall not disclose any such information to any person other than the Trust, the Board of Directors of the Trust, Vanguard), and any director, officer, or employee of the Trust or Vanguard, except (i) with the prior written consent of the Trust, (ii) as required by law, regulation, court order or the rules or regulations of any self-regulatory organization, governmental body or official having jurisdiction over the Adviser, or (iii) for information that is publicly available other than due to disclosure by the Adviser or its affiliates or becomes known to the Adviser from a source other than the Trust, the Board of Directors of the Trust, or Vanguard.

12. PROXY POLICY. The Adviser acknowledges that The Vanguard Group, Inc. will vote the shares of all securities that are held by the Fund unless other mutually acceptable arrangements are made with the Adviser with respect to the Provident Portfolio.

13. GOVERNING LAW. All questions concerning the validity, meaning, and effect of this Agreement shall be determined in accordance with the laws (without giving effect to the conflict-of-interest law principles thereof) of the State of Delaware applicable to contracts made and to be performed in that state.

IN WITNESS WHEREOF, the parties hereto have caused this Investment Advisory Agreement to be executed as of the date first set forth herein.

Aaron W.L. Eubanks    6/18/02             Joseph Dietrick              6/19/02
-------------------------------------     -------------------------------------
Signature             Date                Signature                      Date

                    Managing Director
                    & Chief Operating
Aaron W.L. Eubanks  Officer               Joseph Dietrick   Assistant Secretary
-------------------------------------     -------------------------------------
Print Name            Title               Print Name                    Title

INVESTMENT ADVISORY AGREEMENT

THIS AGREEMENT is made as of this 29th day of June, 2002, between VANGUARD WHITEHALL FUNDS, a Delaware business trust (the "Trust"), and SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA INC., a Delaware corporation (the "Adviser").

W I T N E S S E T H

WHEREAS, the Trust is an open-end, diversified management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"); and

WHEREAS, the Trust offers a series of shares known as Vanguard International Explorer Fund (the "Fund"); and

WHEREAS, the Trust desires to retain the Adviser to render investment advisory services to the Fund, and the Adviser is willing to render such services.

NOW THEREFORE, in consideration of the mutual promises and undertakings set forth in this Agreement, the Trust and the Adviser hereby agree as follows:

1. APPOINTMENT OF ADVISER. The Trust hereby employs the Adviser as investment adviser, on the terms and conditions set forth herein, for the portion of the assets of the Fund that the Trust's Board of Trustees (the "Board of Trustees") determines in its sole discretion to assign to the Adviser from time to time (referred to in this Agreement as the "Schroder Portfolio"). As of the date of this Agreement, the Schroder Portfolio will consist of all of the assets of the Fund. The Board of Trustees may, from time to time, make additions to, and withdrawals from, the assets of the Fund assigned to the Adviser. The Adviser accepts such employment and agrees to render the services herein set forth, for the compensation herein provided.

2. DUTIES OF ADVISER. The Trust employs the Adviser to manage the investment and reinvestment of the assets of the Schroder Portfolio; to continuously review, supervise, and administer an investment program for the Schroder Portfolio; to determine in its discretion the securities to be purchased or sold and the portion of such assets to be held uninvested; to provide the Fund with all records concerning the activities of the Adviser that the Fund is required to maintain; and to render regular reports to the Fund's officers and Board of Trustees concerning the discharge of the foregoing responsibilities. The Adviser will discharge the foregoing responsibilities subject to the supervision and oversight of the Fund's officers and the Board of Trustees, and in compliance with the objectives, policies and limitations set forth in the Fund's prospectus and Statement of Additional Information, any additional operating policies or procedures that the Fund communicates to the Adviser in writing, and applicable laws and regulations. The Adviser agrees to provide, at its own expense, the office space, furnishings and equipment, and the personnel required by it to perform the services on the terms and for the compensation provided herein.

3. SECURITIES TRANSACTIONS. The Adviser is authorized to select the brokers or dealers that will execute purchases and sales of securities for the Schroder Portfolio, and is directed to use its best efforts to obtain the best available price and most favorable execution for such transactions. To the extent expressly permitted by the written policies and procedures established by the Board of Trustees, and subject to Section 28(e) of the Securities Exchange Act of 1934, as amended, any interpretations thereof by the Securities and Exchange Commission or its staff, and other applicable law, the Adviser is permitted to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities to the accounts as to which it exercises investment discretion. The execution of such transactions in conformity with the authority expressly referenced in the immediately preceding sentence shall not be deemed to represent an unlawful act or breach of any duty created by this Agreement or otherwise. Subject to the first sentence of this Section 3, the Adviser agrees to comply with any directed brokerage or other brokerage policies and procedures that the Fund communicates to the Adviser in writing. The Adviser will promptly communicate to the Fund's officers and the Board of Trustees any information relating to the portfolio transactions the Adviser has directed on behalf of the Schroder Portfolio as such officers or the Board may reasonably request.

4. COMPENSATION OF ADVISER. For the services to be rendered by the Adviser as provided in this Agreement, the Fund will pay to the Adviser at the end of each of the Fund's fiscal quarters an amount (the "Adjusted Fee") equal to a basic fee ("Basic Fee") plus a performance adjustment amount ("Adjustment Amount"). For purposes of the calculations, both the Basic Fee and the Adjustment Amount will incorporate an asset-based fee ("Asset Fee") that is determined by applying a quarterly rate, calculated based on the following annual percentage rate schedule, to the average month-end net assets of the Schroder Portfolio over the applicable time period:

----------------------------------------------------------------
                ANNUAL PERCENTAGE RATE SCHEDULE
----------------------------------------------------------------
ANNUAL PERCENTAGE                AVERAGE MONTH-END
       RATE                         NET ASSETS
----------------------------------------------------------------
      0.30%                  On the first $500 million
      0.22%                  On the next $500 million
      0.15%                       Over $1 billion
----------------------------------------------------------------

The Basic Fee is equal to the Asset Fee as computed over the fiscal quarter for which the Adjusted Fee is being calculated ("Relevant Fiscal Quarter").

Subject to the transition rules described below, the Adjustment Amount is equal to the product of an adjustment percentage ("Adjustment Percentage") and the Asset Fee as computed over the 36-month period ending with the Relevant Fiscal Quarter ("Relevant 36-Month Period"). The Adjustment Percentage will vary based on the investment performance of the Schroder Portfolio relative to the investment performance of the Salomon Smith Barney Extended Market EPAC Index (the "Index") as determined for the Relevant 36-Month Period. The Adjustment Percentage applies as follows:

--------------------------------------------------------------------------------
       CUMULATIVE PERFORMANCE OF
     SCHRODER PORTFOLIO VS. INDEX                ADJUSTMENT PERCENTAGE
     OVER RELEVANT 36-MONTH PERIOD
--------------------------------------------------------------------------------
            Less than -12%                                -50%
--------------------------------------------------------------------------------
   From -12% up to and including -6%                      -25%
--------------------------------------------------------------------------------
          Between -6% and +6%                              0%
--------------------------------------------------------------------------------
   From +6% up to and including +12%                      +25%
--------------------------------------------------------------------------------
            More than +12%                                +50%
--------------------------------------------------------------------------------

4.1. TRANSITION RULE FOR CALCULATING ADVISER'S COMPENSATION. The Adjustment Amount will not be fully incorporated into the determination of the Adjusted Fee until the close of the quarter ending July 31, 2005. Until that date, the following transition rules will apply:

(a) DATE OF REORGANIZATION THROUGH APRIL 30, 2003. The Adjusted Fee will be equal to the Basic Fee. No Adjustment Amount will apply during this period.

(b) MAY 1, 2003 THROUGH JULY 31, 2005. Beginning May 1, 2003, the Adjusted Fee will be equal to the Basic Fee plus the Adjustment Amount as calculated on the following basis. The Adjustment Amount for the Relevant Fiscal Quarter will be determined on a progressive basis with regards to the number of months elapsed between July 31, 2002, and the end of the Relevant Fiscal Quarter ("Progressive Adjustment Period"). During the Progressive Adjustment Period, the Asset Fee for purposes of calculating the Adjustment Amount will be determined with respect to the period from July 31, 2002, through and including the end of the Relevant Fiscal Quarter. Similarly, the Adjustment Percentage will be calculated with respect to the cumulative performance of the Schroder Portfolio and the Index from August 1, 2002, through and including the end of the Relevant Fiscal Quarter. For these purposes, the endpoints and size of the range over which a positive or negative Adjustment Percentage applies and the corresponding maximum Adjusted Percentage will be multiplied by a fractional time-elapsed Adjustment Percentage. The fraction will equal the number of months elapsed since July 31, 2002, divided by thirty-six.

Example: Assume that the Adviser's compensation is being calculated for the quarter ended January 31, 2004, and that the cumulative performance of the Schroder Portfolio versus the Index for the applicable period is +4%. In this case, an Adjustment Percentage of 12.5% of the Asset Fee calculated over the 18-month period would apply. Each performance breakpoint would be scaled by 18/36 = 0.5, and the performance adjustment percentage would also be scaled by 18/36 = 0.5. Hence, 4% cumulative outperformance for the 18 months ending January 31, 2004, would result in a 12.5% Adjustment. (Note that this example reflects rounding. In practice, calculations will be extended to the eighth decimal point. Performance shortfalls versus the Index are treated in a symmetric manner to the example provided.)

(c) ON AND AFTER AUGUST 1, 2005. The Adjusted Fee will be equal to the Basic Fee plus the Adjustment Amount as determined for the Relevant 36-Month Period.

4.2. OTHER SPECIAL RULES RELATING TO ADVISER'S COMPENSATION. The following special rules will also apply to the Adviser's compensation:

(a) SCHRODER PORTFOLIO UNIT VALUE. The "Schroder Portfolio unit value" shall be determined by dividing the total net assets of the Schroder Portfolio by a given number of units. The number of units in the Schroder Portfolio shall be equal to the total shares outstanding of the Fund on the effective date of this Agreement; provided, however, that as assets are added to or withdrawn from the Schroder Portfolio, the number of units of the Schroder Portfolio shall be adjusted based on the unit value of the Schroder Portfolio on the day such changes are executed.

(b) SCHRODER PORTFOLIO PERFORMANCE. The investment performance of the Schroder Portfolio for any period, expressed as a percentage of the Schroder Portfolio unit value at the beginning of the period, will be the sum of: (i) the change in the Schroder Portfolio unit value during such period; (ii) the unit value of the Fund's cash distributions from the Schroder Portfolio's net investment income and realized net capital gains (whether short or long term) having an ex-dividend date occurring within the period; and (iii) the unit value of capital gains taxes per share paid or payable on undistributed realized long-term capital gains accumulated to the end of such period by the Schroder Portfolio, expressed as a percentage of the Schroder Portfolio unit value at the beginning of such period. For this purpose, the value of distributions of realized capital gains per unit of the Schroder Portfolio, of dividends per unit of the Schroder Portfolio paid from investment income, and of capital gains taxes per unit of the Schroder Portfolio paid or payable on undistributed realized long-term capital gains shall be treated as reinvested in units of the Schroder Portfolio at the unit value in effect at the close of business on the record date for the payment of such distributions and dividends (which date shall be the relevant ex-dividend date) and the date on which provision is made for such taxes, after giving effect to such distributions, dividends, and taxes.

(c) INDEX PERFORMANCE. The investment record of the Index for any period, expressed as a percentage of the Index level at the beginning of such

period, will be the sum of (i) the change in the level of the Index during such period, and (ii) the value, computed consistently with the Index, of cash distributions having an ex-dividend date occurring within such period made by companies whose securities make up the Index. For this purpose, cash distributions on the securities that make up the Index will be treated as reinvested in the Index, at least as frequently as the end of each calendar quarter following the payment of the dividend. The calculation will be gross of applicable costs and expenses, and consistent with the methodology used by Salomon Smith Barney Inc.

(d) PERFORMANCE COMPUTATIONS. The foregoing notwithstanding, any computation of the investment performance of the Schroder Portfolio and the investment record of the Index shall be in accordance with any then applicable rules of the U.S. Securities and Exchange Commission.

(e) EFFECT OF TERMINATION. In the event of termination of this Agreement, the fees provided in this Agreement will be computed on the basis of the period ending on the last business day on which this Agreement is in effect, subject to a pro rata adjustment based on the number of days the Adviser performed services hereunder during the fiscal quarter in which such termination becomes effective as a percentage of the total number of days in such quarter.

5. REPORTS. The Fund and the Adviser agree to furnish to each other current prospectuses, proxy statements, reports to shareholders, certified copies of their financial statements, and such other information with regard to their affairs as each may reasonably request, including, but not limited to, information about changes in partners of the Adviser (to the extent applicable).

6. COMPLIANCE. The Adviser agrees to comply with all policies, procedures or reporting requirements that the Board of Trustees of the Trust reasonably adopts and communicates to the Adviser in writing, including, without limitation, any such policies, procedures or reporting requirements relating to soft dollar or directed brokerage arrangements.

7. STATUS OF ADVISER. The services of the Adviser to the Fund are not to be deemed exclusive, and the Adviser will be free to render similar services to others so long as its services to the Fund are not impaired thereby. The Adviser will be deemed to be an independent contractor and will, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund or the Trust.

8. LIABILITY OF ADVISER. No provision of this Agreement will be deemed to protect the Adviser against any liability to the Fund or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.

9. FORCE MAJEURE. The Adviser shall not be responsible for any loss or damage, or failure to comply or reasonable delay in complying with any duty or obligation, under or pursuant to this Agreement arising as a direct or indirect result of any reason, cause or contingency beyond its reasonable control, including (without limitation) natural disasters, nationalization, currency restrictions, act of war, act of terrorism, act of God, postal or other strikes or industrial actions, or the failure, suspension or disruption of any relevant stock exchange or market. The Adviser shall notify the Fund promptly when it becomes aware of any event described above. The Fund shall not be responsible for temporary delays in the performance of its duties and obligations hereunder and correspondingly shall not be liable for any loss or damage attributable to such delay in consequence of any event described above.

10. DURATION; TERMINATION; NOTICES; AMENDMENT. This Agreement will become effective on the date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafter, only so long as each such successive continuance is approved at least annually by votes of the Trust's Board of Trustees who are not parties to such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. In addition, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund.

Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund, on sixty days' written notice to the Adviser, (ii) this Agreement will automatically terminate in the event of its assignment, and (iii) this Agreement may be terminated by the Adviser on ninety days' written notice to the Fund. Any notice under this Agreement will be given in writing, addressed and delivered, or mailed postpaid, to the other party as follows:

If to the Fund, at:

Vanguard International Explorer Fund
P.O. Box 2600
Valley Forge, PA 19482

Attention: Portfolio Review Group Telephone: 610-669-5846
Facsimile: 610-503-5855

If to the Adviser, at:

Schroder Investment Management North America Inc. 875 Third Avenue
22nd Floor
New York, New York 10022
Attention: Catherine A. Mazza Telephone: 212-641-3889
Facsimile: 212-641-3897

This Agreement may be amended by mutual consent, but the consent of the Trust must be approved (i) by a majority of those members of the Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such amendment, and (ii) to the extent required by the 1940 Act, by a vote of a majority of the outstanding voting securities of the Fund of the Trust.

As used in this Section 9, the terms "assignment," "interested persons," and "vote of a majority of the outstanding voting securities" will have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.

11. SEVERABILITY. If any provision of this Agreement will be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement will not be affected thereby.

12. CONFIDENTIALITY. The Adviser shall keep confidential any and all information obtained in connection with the services rendered hereunder and shall not disclose any such information to any person other than the Trust, the Board of Directors of the Trust, The Vanguard Group, Inc. ("Vanguard"), and any director, officer, or employee of the Trust or Vanguard, except (i) with the prior written consent of the Trust, (ii) as required by law, regulation, court order or the rules or regulations of any self-regulatory organization, governmental body or official having jurisdiction over the Adviser, or (iii) for information that is publicly available other than due to disclosure by the Adviser or its affiliates or becomes known to the Adviser from a source other than the Trust, the Board of Directors of the Trust, or Vanguard.

13. PROXY POLICY. The Adviser acknowledges that The Vanguard Group, Inc. will vote the shares of all securities that are held by the Fund unless other mutually acceptable arrangements are made with the Adviser with respect to the Schroder Portfolio.

14. GOVERNING LAW. All questions concerning the validity, meaning, and effect of this Agreement shall be determined in accordance with the laws (without giving effect to the conflict-of-interest law principles thereof) of the State of Delaware applicable to contracts made and to be performed in that state.

IN WITNESS WHEREOF, the parties hereto have caused this Investment Advisory Agreement to be executed as of the date first set forth herein.

 John M.F. Ford        6/18/02             Joseph F. Dietrick      6/19/02
-----------------------------------------  -------------------------------------
Signature              Date                Signature                    Date

                                                                   Assistant

GLOBAL CUSTODIAL SERVICES
AGREEMENT

TABLE OF CONTENTS

1.   DEFINITIONS...............................................................1

2.   APPOINTMENT OF CUSTODIAN..................................................3

3.   PROPERTY ACCEPTED.........................................................3

4.   REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS..............................3

5.   INSTRUCTIONS..............................................................5

6.   PERFORMANCE BY THE CUSTODIAN..............................................6

7.   POOLING, REGISTRATION AND OTHER ACTION....................................7

8.   CUSTODY CASH ACCOUNT PAYMENTS.............................................8

9.   ASSURED INCOME PAYMENT SERVICE............................................8

10.  WITHDRAWAL AND DELIVERY...................................................9

11.  ACCESS AND RECORDS........................................................9

12.  USE OF AGENTS.............................................................9

13.  CITIGROUP ORGANIZATION INVOLVEMENT.......................................10

14.  SCOPE OF RESPONSIBILITY..................................................10

15.  LITIGATION; INDEMNITY....................................................12

16.  LIEN.....................................................................13

17.  FEES AND EXPENSES........................................................13

18.  TAX STATUS/WITHHOLDING TAXES.............................................13

19.  TERMINATION..............................................................14

20.  ASSIGNMENT...............................................................14

21.  JOINT AND SEVERAL LIABILITY..............................................15

22.  DISCLOSURE...............................................................15

23.  NOTICES..................................................................15

24.  GOVERNING LAW AND JURISDICTION...........................................16

25.  MISCELLANEOUS............................................................16

THIS GLOBAL CUSTODIAL SERVICES AGREEMENT is made on the 1st day of June, 2000, by and between each open end management investment company listed on Schedule A hereto as amended from time to time (each such investment company, a "Fund") organized and existing under the laws of the State of Delaware and registered with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended, on behalf of certain of their series, and CITIBANK, N.A., acting as a custodian hereunder through its office located at 111 Wall Street, New York, New York 10005 (the "Custodian"). The Funds' principal place of business is P.O. Box 2600, Valley Forge, Pennsylvania, 19482.

"ASSURED INCOME PAYMENT SERVICE" means the Custodian's services in which interest, dividends or other such periodic income, to which the Client is entitled, on Securities specified by the Custodian from time to time at its absolute discretion, are credited to the Custody Cash Account in respect of such Securities.

"ASSURED INCOME PAYMENT STANDARDS" means the terms and conditions governing the Assured Income Payment Service, as such terms and conditions are amended and/or supplemented from time to time by, and at the absolute discretion of, the Custodian.

"ASSURED PAYMENT" means, in relation to those Securities specified by the Custodian under the Assured Income Payment Service, an amount equal to the interest, dividends or periodic income that is due to the Client in respect of such Securities less any taxes, duties, levies, charges or any other withholding payments payable in respect of such interest, dividends or periodic income.

"ASSURED PAYMENT DATE" means, in relation to the payment of any interest, dividend or periodic income of any particular Securities specified by the Custodian under the Assured Income Payment Service, the date on which such interest, dividend or periodic income is normally payable in respect of such Securities or such other date as may be notified by the Custodian to the Client from time to time.

"AUTHORIZED PERSON" means any person who has been authorized by the Client, by notice in writing to the Custodian, to act on its behalf in the performance of any act, discretion or duty under this Agreement. The Custodian may treat any Authorized Person as having full authority of the Client to issue any Instructions hereunder unless the notice of authorization contains explicit limitations as to said authority.

"BRANCH" means any branch or office of Citibank, N.A.

"CITIGROUP ORGANIZATION" means Citigroup and any company of which Citigroup is, now or hereafter, directly or indirectly a shareholder or owner. For the purposes of this Agreement, each Branch shall be deemed to be a separate member of the Citigroup Organization.

"CLEARANCE SYSTEM" means The Federal Reserve Bank of New York, The Depository Trust Company, Participants Trust Company, Cedel Bank, S.A., the Euroclear System operated by Morgan Guaranty Trust Company of New York, the CREST system operated by CREST CO. Limited, the Central Money Markets Office, the Central Gilts Office and such other clearing agency, settlement system or depository as may from time to time be used in connection with transactions relating to Securities, and any nominee, clearing agency, or depository for any of the foregoing, in each case authorized to act as a securities depository, book-entry system, or clearing agency pursuant to regulations, local market practices or exchange requirements.

"CUSTODY ACCOUNT" means the custody account or accounts in the name of the Client and/or such other name as the Client may reasonably designate, for the deposit of any Property (other than cash) from time to time received by the Custodian for the account of the Client.

"CUSTODY CASH ACCOUNT" means the cash account or accounts, which, at the discretion of the Client, may be either a subaccount(s) of the Custody Account or a demand deposit account(s), in the name of the Client and/or such other name as the Client may reasonably designate, for the deposit of cash in any currency received by the Custodian from time to time for the account of the Client, whether by way of deposit or arising out of or in connection with any Property in the Custody Account.

"FEE AGREEMENT" means the agreement between the Custodian and the Client setting forth the fees, costs and expenses to be paid by the Client to the Custodian in connection with the custodial services provided pursuant to this Agreement, as such fee agreement may be amended upon the mutual agreement of the Client and the Custodian from time to time.

"INSTRUCTIONS" means any and all instructions received by the Custodian from, or reasonably believed by the Custodian in good faith to be from, any Authorized Person, including any instructions communicated through any manual or electronic medium or system agreed between the Client and the Custodian and on such operational terms and conditions as the Custodian may specify from time to time.

"PERSON" means any person, firm, company, corporation, government, state or agency of a state, or any association or partnership (whether or not having separate legal personality) of two or more of the foregoing.

"PROPERTY" means, as the context requires, all or any part of any Securities, cash, or any other property from time to time held for the Client under the terms of this Agreement.

"RULES" means any rules and regulations (whether of a local regulatory authority, stock exchange or other entity) in any jurisdiction with which the Custodian may from time to time be required to comply in the provision of its services hereunder.

"SECURITIES" means bonds, debentures, notes, stocks, shares, securities or other financial assets acceptable to the Custodian and all moneys, rights or property which may at any time accrue or be offered (whether by way of bonus, redemption, preference, option or otherwise) in respect of any of the foregoing and any certificates, receipts, warrants or other instruments (whether in registered or unregistered form) representing rights to receive, purchase or subscribe for any of the foregoing or evidencing or representing any other rights or interests therein (including, without limitation, any of the foregoing not constituted, evidenced or represented by a certificate or other document but by an entry in the books or other permanent records of the issuer, a trustee or other fiduciary thereof, a Clearance System or other person).

"SERVICE STANDARDS" means any written service standards governing the day to day operations of the custodial services which shall be provided to the Client or modified by the Custodian by notice to the Client from time to time.

"SUBCUSTODIAN" means a "bank" as defined in Section 2(a)(5) of the 1940 Act meeting the requirements of a custodian under Section 17(f) of the 1940 Act and the rules and regulations thereunder, appointed by the Custodian for the safe-keeping, administration, clearance and settlement of Securities.

"TAXES" means all taxes, levies, imposts, charges, assessments, deductions, withholdings and related liabilities, including additions to tax, penalties and interest imposed on or in respect of the Property, the transactions effected under this Agreement or the Client; PROVIDED THAT Taxes does not include income or franchise taxes imposed on or measured by the net income of the Custodian or its agents.

"1940 ACT" means the Investment Company Act of 1940, as amended.

(A) The Client hereby appoints the Custodian to act as its custodian in accordance with the terms hereof and authorizes the Custodian to establish on its books, on the terms of this Agreement, the Custody Account, to be designated to show that the Securities belong to the Client and are segregated from the Custodian's assets and the Custody Cash Account and the Custodian hereby accepts such appointment.

(B) Subject to the express terms of this Agreement, the Client understands and agrees that the obligations and duties hereunder of the Custodian shall be performed only by the Custodian or its agents, and shall not be deemed obligations or duties of any other member of the Citigroup Organization. The Client agrees that the Custodian may register or record legal title to any Securities in the name of a nominee company or a Subcustodian in the Citigroup Organization and may appoint a member of the Citigroup Organization to be a Subcustodian.

(C) The Client agrees to take any such action which may be necessary and to execute further documents and provide such materials and information as may be reasonably requested by the Custodian to enable the Custodian to perform the duties and obligations under this Agreement, including participation in any relevant Clearance System, and will notify the Custodian as soon as it becomes aware of any inaccuracy in such materials or information.

(D) All custody services by the Custodian hereunder shall be provided in accordance with the Service Standards, a copy of which the Custodian shall supply to the Client from time to time. In the event of any conflict between any term of this Global Custodial Services Agreement and any term of the Service Standards, the Global Custodial Services Agreement shall prevail with respect to such term.

(E) The Client agrees to comply with any relevant security procedures relating to the provision of custody services under this Agreement which may be specified by the Custodian or imposed on the Client by any relevant Clearance System, provided the Client has written notice of any such procedures.

(A) Subject to Section 3(C) below, the Custodian agrees to accept for custody in the Custody Account any Securities which are capable of deposit under the terms of this Agreement.

(B) Subject to Section 3(C) below, the Custodian agrees to accept for deposit in the Client Cash Account, cash in any currency (which shall, if necessary, be credited by the Custodian to different accounts in the currencies concerned), such cash to be owed to the Client by the Custodian as banker.

(C) The Custodian may in its reasonable discretion refuse to accept (in whole or in part) any proposed deposit in either the Custody Account or the Custody Cash Account if the Custodian reasonably believes that the acceptance of such deposit would violate any law, rule, regulation, practice or policy to which the Custodian is subject. The Custodian shall promptly notify the Client of any such refusal.

(A) The Client hereby represents, warrants and undertakes to the Custodian that:

(i) it is duly organized and validly existing under the laws of the jurisdiction of its organization;

(ii) during the term of this Agreement it (and any person on whose behalf it may act as agent or otherwise in a representative capacity) has and will continue to have, or will take all action

necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreement;

(iii)it has authority to deposit the Property received in the Custody Account and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreement; and

(iv) this Agreement is legal, valid and binding on the Client;

(v) on or prior to the execution of this Agreement, the Client has provided to the Custodian certified true copies of evidence of the due authorization for the execution, delivery and performance of this Agreement;

(vi) except as provided in Clause 16 of this Agreement, all Property deposited with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law);

(vii)the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all or any part of the Property, whether through a relevant Clearance System or otherwise; and

(viii)the Client 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; there is 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.

The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereof.

(B) The Custodian hereby represents, warrants and undertakes to the Client that:

(i) it is duly organized and validly existing under the laws of the jurisdiction of its organization;

(ii) during the term of this Agreement it has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement;

(iii)this Agreement is legal, valid and binding on the Custodian;

(iv) the Custodian 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; there is 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; and

(v) the Custodian will submit to the Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" 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.

The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereof.

(A) The Custodian may, in its reasonable discretion and without liability on its part, rely and act upon (and the Client shall be bound by) any Instructions received by the Custodian which conform to the security standards and the requirements of this Section 5. Instructions shall continue in full force and effect until canceled or superseded; PROVIDED THAT any Instruction canceling or superseding a prior Instruction must be received by the Custodian at a time and in a manner that accords the Custodian a reasonable opportunity to act upon such Instruction. The Custodian shall be entitled to rely upon the continued authority of any Authorized Person to give Instructions until the Custodian receives notice from the Client to the contrary.

(B) Instructions shall be governed by and carried out subject to the prevailing laws, rules, operating procedures and market practice of any relevant stock exchange, Clearance System or market where or through which they are to be executed or carried out, and shall be acted upon only during banking hours (including applicable cut-off times) and on banking days when the applicable financial markets are open for business.

(C) Instructions delivered to the Custodian by telephone or facsimile shall be promptly confirmed in writing, by tested telex, SWIFT, letter, the Custodian's proprietary electronic banking system or as provided in the Service Standards, such confirmation shall, where relevant, be made by an Authorized Person. However, the Custodian may, in its absolute discretion, rely and act upon telephone or facsimile Instructions before the written confirmation is received.

(D) The Custodian has offered the Client security procedures for the transmission of Instructions to the Custodian (and the Client acknowledges that it has received the same and agrees that the security procedures mutually agreed to by the Client and the Custodian are commercially reasonable). As long as the Custodian acts in compliance with such security procedures and this Section 5, it shall have no further duty to verify the identity or authority of the person giving or confirming, or the genuineness or contents of, any Instruction.

(E) The Custodian is authorized to rely upon any Instructions received by any means, provided that the Custodian and the Client have agreed upon the means of transmission and the method of identification for such Instructions.

(F) Instructions are to be given in the English language. If the Custodian reasonably determines that an Instruction is either unclear or materially incomplete, the Custodian shall give prompt notice of such determination to the Client, and the Client shall amend or otherwise reform such Instruction. The Custodian may in its reasonable discretion and without any liability on its part, act upon what it reasonably believes in good faith such Instructions to be; notwithstanding any other provision hereof, the Custodian shall have the right, in its reasonable discretion to refuse to execute any such Instruction, in which event the Custodian shall notify the Client of such refusal without undue delay.

(G) The Client agrees to be bound by any Instructions, whether or not authorized, given to the Custodian in the Client's name and accepted by the Custodian in accordance with the provisions of the security procedures and this

Section 5.

(A) CUSTODIAL DUTIES NOT REQUIRING FURTHER INSTRUCTIONS. In the absence of contrary Instructions, the Custodian is authorized by the Client to, and where applicable, the Custodian shall, carry out the following actions in relation to the Property:

(i) except as otherwise provided in this Agreement, separately identify the Property on its records as being held for the account of the Client and segregate all Property held on behalf of the Client by the Custodian from the assets of the Custodian;

(ii) sign any affidavits, certificates of ownership or other certificates relating to the Property which may be required by any tax or regulatory authority or under the laws of any relevant jurisdiction, whether governmental or otherwise, and whether relating to ownership, or income, capital gains or other tax, duty or levy (and the Client further agrees to ratify and to confirm or to do, or to procure the doing of, such things as may be necessary or appropriate to complete or evidence the Custodian's actions under this Section 6(A)(ii) or otherwise under the terms of this Agreement);

(iii) collect and receive, for the account of the Client, all income, payments and distributions in respect of the Property, and credit the same to the Custody Cash Account;

(iv) take any action which is necessary and proper in connection with the receipt of income, payments and distributions as are referred to in Section 6(A)(iii) above, including, without limitation, the presentation of coupons and other interest items;

(v) collect, receive and hold for the account of the Client any capital arising out of or in connection with the Property whether as a result of it being called or redeemed or otherwise becoming payable and credit the same to the Custody Cash Account;

(vi) take any action which is necessary and proper in connection with the receipt of any capital as is referred to in Section 6(A)(v) above, including, without limitation, the presentation for payment of any Property which becomes payable as a result of its being called or redeemed or otherwise becoming payable and the endorsement for collection of checks, drafts and other negotiable instruments;

(vii) take any action which is necessary and proper to enable the Custodian to provide services to the Client within, and to observe and perform its obligations in respect of, any relevant Clearance System;

(viii) receive and hold for the account of the Client all Securities received by the Custodian as a result of a stock dividend, share sub-division or reorganization, capitalization of reserves or otherwise;

(ix) exchange interim or temporary receipts for definitive certificates, and old or overstamped certificates for new certificates and hold such definitive and/or new certificates in the Custody Account;

(x) invoice the Client for any expenses incurred in handling the Property and for similar items in connection with the Custodian's duties under this Agreement in accordance with the Fee Agreement; and

(xi) promptly after the close of business on each business day, furnish the Client with confirmations and a summary of all transfers to or from the Custody Account and the Custody Cash Account, either hereunder or with any Subcustodian appointed in accordance with this Agreement, during said day, and at least monthly and from time to time, furnish the Client with a detailed statement of the Securities and cash held by the Custodian for the Client.

(B) CUSTODIAL DUTIES REQUIRING INSTRUCTIONS. The Custodian is authorized by the Client to, and where applicable, the Custodian shall, carry out the following actions in relation to the Property only upon receipt of and in accordance with specific Instructions:

(i) make payment for and receive Property, or deliver or dispose of Property;

(ii) (subject to Section 7(D)) deal with subscription, rights, bonus or scrip issues, conversions, options, warrants and other similar interests or any other discretionary right in connection with the Property; and

(iii)subject to the agreement of the Custodian, to carry out any action other than those mentioned in Section 6(A) above.

(A) Subject to applicable laws, rules and regulations, any Property may be pooled with other property of the Custodian's customers, like with like, and the Client is beneficially entitled to such portion of the Property that has been pooled as shall correspond to the Property deposited with the Custodian by the Client (as increased or diminished by subsequent sales, purchases, income, payments or distributions from time to time PROVIDED THAT Custodian's records shall at all times clearly indicate that portion of such pooled property which constitutes Property of the Client.

(B) The Client understands and agrees that, except as may be specified in the Service Standards, Property shall be registered as the Custodian may direct either in the name of the Custodian, Subcustodian or Clearance System, or nominee of any of them, in the jurisdiction where the Property is required to be registered or otherwise held. Where feasible, the Custodian will arrange on written request by the Client for the registration of Property with the issuer or its agent in the name of the Client or its nominee. The Client understands and agrees, however, that the Custodian shall have discretion to determine whether such direct registration is feasible.

(C) The Custodian shall, to the extent reasonably possible, notify, make available or deliver to the Client, in a timely manner, all official notices, circulars, reports and announcements that are received by the Custodian in such capacity concerning the Securities held on the Client's behalf that require discretionary action.

(D) The Custodian shall provide proxy services to the Client only where there is a separate agreement in relation to proxy services between the Custodian and the Client.

(E) Upon receipt of each transaction advice and/or statement of account, the Client shall examine the same and notify the Custodian within thirty (30) days of the date of any such advice or statement of any discrepancy between Instructions given and the situation shown in the transaction advice and/or statement, and/or of any other errors therein. In the event that the Client does not inform the Custodian in writing of any exceptions or objections within thirty (30) days after the date of such transaction advice and/or statement, the Client shall be deemed to have approved such transaction advice and/or statement.

(A) Except as otherwise provided herein, the Custodian shall make, or cause its agents to make, payments of cash credited to the Custody Cash Account:

(i) in connection with the purchase of Property (other than cash) for the account of the Client in accordance with Instructions;

(ii) in payment for the account of the Client of all Taxes

(iii)for payments to be made in connection with the conversion, exchange or surrender of Property held in the Custody Account;

(iv) for other purposes as may be specified by the Client in its Instructions; or

(v) upon the termination of this Agreement on the terms hereof;

PROVIDED THAT, unless otherwise agreed, the payments referred to above shall not exceed the funds available in the Custody Cash Account at any time. The Client shall promptly reimburse the Custodian for any advance of cash or any such taxes, charges, expenses, assessments, claims or liabilities upon request for payment. Notwithstanding the foregoing, nothing in this Agreement shall obligate the Custodian to extend credit, grant financial accommodation or otherwise advance moneys to the Client or assume financial risk on behalf of the Client for the purpose of meeting any such payments or otherwise carrying out any Instructions.

(B) Unless otherwise provided herein, the proceeds from the sale or exchange of Property will be credited to the Custody Cash Account on the date the proceeds are actually received by the Custodian.

(A) The Custodian may, at its absolute discretion, offer the Client an Assured Income Payment Service in respect of specific Securities, as may be notified by the Custodian to the Client from time to time. In relation to any such Securities, the Custodian may, at its absolute discretion, cause the Custody Cash Account to be credited with an Assured Payment on the Assured Payment Date relevant thereto; PROVIDED THAT upon 48 hours prior notice to the Client, the Custodian shall be entitled to reverse any credit (in whole or in part) made in respect of that Assured Payment if the Custodian fails to receive the full amount corresponding to such Assured Payment within a reasonable time, as determined by the Custodian in its absolute discretion, after the relevant Assured Payment Date, for any reason whatsoever other than as a result of the negligence or willful default of the Custodian.

The Assured Income Payment Service shall be provided by the Custodian in accordance with the Assured Income Payment Standards.

(B) Where the Custodian acts as a settlement bank in any relevant Clearance System:

(i) upon the Custodian incurring any assured payment obligation, the Client shall reimburse the Custodian for such amount.

(ii) the Custodian may without notice set, revise or disable debit caps in respect of the maximum aggregate amount of assured payment obligations it will incur on behalf of the Client; and

(iii)if another settlement bank in such Clearance System defaults on an assured payment obligation

owed to the Custodian wholly or partially, the Custodian has no liability to make good the loss and will, where appropriate, attribute the loss pro rata between all Clients on whose behalf such payment should have been received by the Custodian.

Subject to the terms of this Agreement, the Client may at any time demand withdrawal of all or any part of the Property in the Custody Account and/or the Custody Cash Account. Delivery of any Property will be made without undue delay at the expense of the Client at such location as the parties hereto may agree; PROVIDED THAT if the Custodian has effected any transaction on behalf of the Client the settlement of which is likely to occur after a withdrawal pursuant to this Section 10, then the Custodian shall be entitled in its absolute discretion to close out or complete such transaction and to retain sufficient funds from the Property for that purpose.

(A) ACCESS TO THE CUSTODIAN'S RECORDS. Except as otherwise provided in this Agreement, during the Custodian's regular business hours and upon receipt of reasonable notice from the Client, any officer or employee of the Client, any independent public accountant(s) selected by the Client and any person designated by any regulatory authority having jurisdiction over the Client shall be entitled to examine on the Custodian's premises Property held by the Custodian and the Custodian's records regarding Property deposited with the Custodian and with entities authorized to hold Property in accordance with
Section 12 hereof, but only upon the Client's furnishing the Custodian with Instructions to that effect; PROVIDED THAT such examination shall be consistent with the Custodian's obligations of confidentiality to other parties. As such records of the Custodian shall, to the extent applicable, be maintained and preserved in conformity with Section 31 of the 1940 Act and the rules and Rule 31a-1 and 31a-2 thereunder. The Custodian's reasonable costs and expenses in facilitating such examinations, including but not limited to the cost to the Custodian of providing personnel in connection with examinations all as set forth in the Fee Agreement, shall be borne by the Client.

(B) ACCESS TO THIRD PARTY RECORDS. The Custodian shall also, subject to restrictions under applicable laws and regulations, seek to obtain from any entity with which the Custodian maintains the physical possession or book-entry record of any of the Property in the Custody Account or the Custody Cash Account such records as may be required by the Client or its agents.

12. USE OF AGENTS

(A) The Custodian is authorized subject to any relevant Rules, to appoint agents (each an "agent", which term includes, without limitation, service providers, but not Clearance Systems, and which agents may be a member or members of the Citigroup Organization) and to participate in Clearance Systems, whether in its own name or that of the Client, and whether by participation as a member, sponsor or settlement bank within the Clearance System, to perform any of the duties of the Custodian under this Agreement. The Custodian may delegate to any such agent or Clearance System any of its functions under this Agreement, including, without limitation, the collection of any payment or payments, whether of an income or a capital nature, due on the Property. The Custodian is authorized, subject to any relevant Rules, to appoint Subcustodians only if (i) the Custodian is required to use a Subcustodian to hold Property purchased by the Customer from time to time and (ii) the Custodian provides the Customer with prior written notice of the identity of the Subcustodian and the Property to be deposited therewith.

(B) In the selection and use of such agents, the Custodian shall comply with any relevant Rules and shall be responsible for any loss, claim, damage or other liability arising from the failure of an agent to perform any of the duties delegated to it under this Agreement if (i) the Custodian was negligent in selecting such agent, (ii) the Custodian's negligence, fraud or willful default was the direct cause of the failure of the agent, (iii) a transaction or other matter between the Custodian and the agent unrelated to the Customer was the cause of the failure of the agent or

(iv) the agent is a member of the Citigroup Organization. In the selection and use of such subcustodians and participation in such Clearance Systems, the Custodian shall comply with any relevant Rules, and shall be responsible only for the negligence in the selection of such subcustodians and Clearance Systems but shall otherwise have no responsibility for the performance by such subcustodians or Clearance System of any of the duties delegated to them under this Agreement; notwithstanding the foregoing, the Custodian shall be responsible for the negligence, fraud or willful default of any Subcustodian that is a Branch or subsidiary of Citibank, N.A., and shall have the same level of responsibility to the Client for any nominee company controlled by the Custodian or by any of the Custodian's affiliated companies as the Custodian has for itself.

(C) Subject to paragraph (A) above and any relevant Rules and regulations, the Property may be deposited with any Subcustodian deemed appropriate by the Custodian or in any Clearance System deemed appropriate by the Custodian or a Subcustodian, as the case may be. Property held in any Clearance System shall be subject to the rules or operating procedures of such Clearance System, including rules regarding supervision or termination of membership of such Clearance System, and such further information provided by the Custodian to the Client, or acknowledgments or agreements which may be required from the Client, for the purposes of this Section 12(C) in connection with use of a Clearance System from time to time. The Custodian will direct each Subcustodian and Clearance System to separately identify on its books Securities held by it pursuant to this Agreement as being held for the account of the Custodian's customers. The Custodian will direct each Subcustodian and Clearance System to segregate any such Securities held by such entity from the assets of the Custodian and such entity.

The Client is hereby advised that, where the Custodian arranges for any Property to be held overseas, there may be different settlement, legal and regulatory requirements in overseas jurisdictions from those applying in the United States, together with different practices for the separate identification of the Client's Property.

(A) To the extent permitted by applicable law, the Client hereby authorizes the Custodian without the need for the Custodian to obtain the Client's prior consent:

(i) when acting on Instructions, to purchase and/or sell Property (other than cash) from, to or through itself or any other member of the Citigroup Organization and from and/or to any other customer of the Custodian or any other member of the Citigroup Organization; and

(ii) to obtain and keep, without being liable to account to the Client, any commission payable by any third party or any other members of the Citigroup Organization in connection with dealings arising out of or in connection with the Custody Account and/or the Custody Cash Account.

(B) The Client agrees and understands that if in accordance with Instructions, an investment is made in any property, held, issued or managed by any member of the Citigroup Organization, then such member of the Citigroup Organization may retain a profit arising therefrom (in addition to the charges, commissions and fees payable by the Client under this Agreement) without being liable to account to the Client for such profit.

(C) The Client agrees and understands that (i) the Custodian and other members of the Citigroup Organization may have banking or other business relationships with issuers of Securities held in the Custody Account or Securities purchased and sold for the Custody Account, and (ii) the Custodian shall not have any obligations to the Client as a result of such relationships.

(A) Subject to the terms hereof, the Custodian shall use all reasonable care in the performance of its duties under this Agreement and will exercise the due care of a professional custodian for hire with respect to the Property in its possession or control. The Custodian shall not be responsible for any loss or damage suffered by the Client as a result of the Custodian performing such duties unless the same results from an act of fraud, negligence or willful default on the part of the Custodian and as provided in Section 12(B) hereof; in which event the liability of the Custodian in connection with any Property shall not exceed the market value of the Property, to which such loss or damage relates, at the time of such fraud, negligence or willful default plus interest at the rate applicable to the base currency of the Custody Cash Account (as specified on the fee schedule) accruing from the date of such fraud, negligence or willful default until the date of discharge. Notwithstanding the foregoing, in no event shall the Custodian be liable to the Client for indirect, special or consequential damages, even if advised of the possibility of such damages.

(B) The Custodian is not obliged to maintain any insurance on the Property held under the terms of this Agreement.

(C) The Custodian's performance of this Agreement is subject to the relevant local laws, regulations, decrees, orders and government acts, and the rules, operating procedures and practices of any relevant stock exchange, Clearance System or market where or through which Instructions are to be carried out and to which the Custodian is subject and as exist in the country in which any Securities or cash are held.

(D) Neither the Custodian nor any member of the Citigroup Organization shall be responsible for any loss or damage, or failure to comply or delay in complying with any duty or obligation, under or pursuant to this Agreement arising as a direct or indirect result of any reason, cause or contingency beyond its reasonable control, including (without limitation) natural disasters, nationalization, currency restrictions, act of war, act of terrorism, act of God, postal or other strikes or industrial actions, or the failure, suspension or disruption of any relevant stock exchange, Clearance System or market. The Custodian shall notify the Client promptly when it becomes aware of any event described above. The Client shall not be responsible for temporary delays in the performance of its duties and obligations hereunder and correspondingly shall not be liable for any loss or damage attributable to such delay in consequence of any event described above affecting the Client's principal place of business operations or administration.

(E) Subject to Section 14(A) above, the Custodian shall not be liable for any loss resulting from, or caused by, the collection of any Property and/or any funds or other property paid or distributed in respect of the Property.

(F) The Custodian does not warrant or guarantee the authenticity or validity of any Security or other Property received by the Custodian, or any other entity authorized to hold Property under this Agreement. If the Custodian becomes aware of any defect in title or forgery of any Property, the Custodian shall promptly notify the Client.

(G) The Client shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or collections relating to the Property as may be requested by any relevant authority, whether governmental or otherwise, and for the payment of all unpaid calls, Taxes (including without limitation any value added tax), imposts, levies or duties due on or with respect to any principal, interest or other collections, or any other liability or payment arising out of or in connection with the Property, and in so far as the Custodian is under any obligation (whether of a governmental nature or otherwise) to pay the same on behalf of the Client it may do so, in which event the Client will reimburse the Custodian for all amounts so paid.

(H) The Custodian is not acting under this Agreement as an investment manager, nor as an investment, legal or tax adviser to the Client and the Custodian's duty is solely to act as a custodian in accordance with the terms of this Agreement.

(I) The Custodian may at any time suspend or terminate its participation and holding of assets in a Clearance System, and will give reasonable notice to the Client of any such action. In such case, or in the event of suspension as contemplated in Section 14(C) above, the Custodian may arrange for the relevant Securities to be held in certificated form.

(J) The Custodian shall not be responsible for the acts or omissions, default or insolvency of any broker, counterparty, issuer of Securities or, except as provided in Section 12(B), Subcustodian, agent or Clearance System.

(K) The Custodian will not be liable for any information not prepared by the Custodian or any translation of information provided to the Client.

(L) The Custodian shall only have such duties and responsibilities as are specifically set forth or referred to in this Agreement, and no covenant or obligation shall be implied in this Agreement against the Custodian.

(A) The Custodian or any of its agents, as the case may be, may (but without being under any duty or obligation to) institute or defend legal proceedings, or take any other action arising out of or in connection with the Property and the Client shall indemnify the Custodian or agent against any costs and expenses, including without limitation any reasonable attorneys' fees and disbursements, arising from such proceedings or other action.

(B) In the event the Custodian does not institute or defend legal proceedings, or take any other action arising out of or in connection with the Property, the Custodian hereby agrees that the Client shall, to the extent of any loss of the Client's interest in the Property and to the extent permitted by applicable law and not prohibited by contract, be subrogated to all of the rights of recovery of the Custodian therefor against any third party person or entity; PROVIDED THAT nothing herein shall be interpreted as granting the Client any rights to bring any direct action under any insurance policy issued in favor of the Custodian or as limiting the Custodian's right to bring any action against any such third party for any damages suffered by the Custodian. Notwithstanding any other provision hereof, in no event shall the Custodian be obliged to bring suit in its own name or be obliged to allow suit to be brought in its name. Subject to the terms of this Section 15(B) and to the extent permitted by law, the Custodian shall execute and deliver any and all such instruments and documents which the Client may reasonably request and take such other actions as reasonably necessary or appropriate to assist the Client in the exercise of such rights of recovery and to enable the Client to recover against any and all such third party persons or entities. The Client shall reimburse the Custodian for any reasonable out-of-pocket costs incurred in connection with the actions contemplated by this Section 15(B).

(C) The Client agrees to indemnify the Custodian and to defend and hold the Custodian harmless against all losses, liabilities, claims, expenses and Taxes, including any reasonable legal fees and disbursements, (each referred to as a "LOSS") arising directly or indirectly:

(i) from the fact that the Property is registered in the name of or held by the Custodian or any nominee or agent of the Custodian or any Clearance System;

(ii) without limiting the generality of Section 15(C)(i), from any act which the Custodian or any nominee or agent performs or permits (including the provision of any overdraft or other financial accommodation which arises on the books of the Custodian, whether on an advised or unadvised basis) in relation to the Property pursuant to this Agreement or any Instructions;

(iii)from the Custodian or any such nominee, agent or Clearance System carrying out any Instructions pursuant to the terms of this Agreement, including, without limitation, Instructions transmitted orally, by telephone, telex, facsimile transmission or any other means agreed by the Client and the Custodian from time to time;

(iv) from any reclaim or refund of Taxes effected by the Custodian or any agent for the Client; and

(v) from the Custodian's reliance or action on any information provided by the Client in connection with this Agreement;

PROVIDED THAT the Custodian shall not be indemnified against or held harmless from any liability arising out of the Custodian's negligence, fraud or willful default.

(D) The Custodian agrees to indemnify the Client and defend and hold the Client harmless against all Loses arising out of the Custodian's negligence, fraud or willful default; provided however, the Custodian will only be liable for Losses to the extent it is liable for negligence, fraud or willful misconduct under
Section 14 of this Agreement.

(E) The disclosure by the Client to the Custodian that the Client has entered into this Agreement as the agent or representative of another person shall not prevent the Custodian from being entitled to treat the Client as incurring all obligations as principal under this Agreement.

(F) The Custodian or the Client, as the case may be, shall give notice of any Loss in respect of which the Client or the Custodian, respectively, is obliged to provide indemnification pursuant to this Agreement. Such notice shall describe the Loss in reasonable detail, and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss that has been or may be suffered by the Custodian or by the Client, as the case may be.

In addition to any remedies available to the Custodian under applicable law, the Custodian shall have, and the Client hereby grants, a continuing lien, security interest and security entitlement in and to such Securities as shall from time to time have a fair market value equal to the aggregate amount of liabilities (whether actual or contingent) of the Client to the Custodian, including any fees and expenses or credit exposures incurred in the performance of services under this Agreement, such lien, security interest and security entitlement to be effective only as long as such liability remains outstanding. Notwithstanding anything to the contrary in this Agreement and to the extent applicable, no liabilities or obligations the Client has arising out of or constituting Purpose Credit shall be secured by, and the Custodian shall have no lien upon, any Margin Stock, and any such lien or security interest being hereby expressly disclaimed by the Custodian. "Purpose Credit" and "Margin Stock", shall have the same meaning set forth in Regulation U and X of the Board of Governors of the Federal Reserve System of the United States of America.

Without prejudice to any of its liabilities and obligations under this Agreement, the Client agrees to pay to the Custodian from time to time such fees and commissions for its services pursuant to this Agreement as determined in accordance with the terms of the Fee Agreement, together with any applicable taxes or levies, including, without limitation, all those items referred to in
Section 8(A)(ii) hereof. The Custodian shall not be authorized to debit (after or before the date of any termination pursuant to Section 19 hereof) any account of the Client with the Custodian, including, without limitation, the Custody Cash Account, for any amount owing to the Custodian from time to time under this Agreement, without the express prior written consent of the Client.

(A) The Client will provide the Custodian with information as to its tax status as reasonably requested by the Custodian from time to time.

(B) The Client may be required from time to time to file such proof of taxpayer status or residence, to execute such certificates and to make such representations and warranties, or to provide any other information or documents in respect of the Property, as the Custodian or any of its agents may deem necessary or proper to fulfill the obligations of the Custodian or its agents under applicable law. The Client shall provide the Custodian or its agents, as appropriate, in a timely manner, with copies, or originals if necessary and appropriate, of any such proofs of residence, taxpayer status or identity, beneficial ownership of Property and any other information or documents which the Custodian or its agents may reasonably request.

(C) If any Taxes shall become payable with respect to any payment due to the Client, such Taxes may be withheld from such payment in accordance with applicable law. The Custodian and any agents may withhold any interest, any dividends or other distributions or securities receivable in respect of Securities, proceeds from the sale or distribution of Securities ("Payments"), or may sell for the account of the Client any part thereof or all of the Securities, and may apply such Payment in satisfaction of such Taxes, the Client remaining liable for any deficiency. If any Taxes shall become payable with respect to any payment made to the Client by the Custodian or its agents in a prior year, the Custodian or its agents may withhold Payments in satisfaction of such prior year's Taxes.

(D) In the event the Client requests that the Custodian provide tax relief services and the Custodian agrees to provide such services, the Custodian or any of its agents, shall apply for appropriate tax relief (either by way of reduced tax rates at the time of an income payment or retrospective tax reclaims in certain markets as agreed from time to time); PROVIDED THAT the Client provides to the Custodian such documentation and information as is necessary to secure such tax relief. In no event shall the Custodian or any of its agents be responsible for the difference between the statutory rate of withholding and the treaty rate of withholding if the Custodian or any of its agents are unable to secure tax relief.

(A) Either of the parties hereto may terminate this Agreement by giving not less than 60 days' prior written notice to the other party; PROVIDED THAT within 60 days of such notice, the Client shall provide the Custodian with Instructions specifying the person to whom the Custodian shall deliver the Property in the Custody Account and Custody Cash Accounts; PROVIDED FURTHER THAT if the Custodian has effected any transaction on behalf of the Client the settlement of which is likely to extend beyond the expiration of such notice, then the Custodian shall be entitled in its reasonable discretion to close out or complete such transaction and to retain sufficient funds from the Property for that purpose. If within 60 days following termination, the Client fails to give the Custodian Instructions specifying the person to whom the Custodian shall deliver the Property in the Custody Account and Custody Cash Account, the Custodian shall deliver the Property to the Client at its address set out above.

(B) The rights and obligations contained in Sections 15, 16, 17 and 18 of this Agreement shall survive the termination of this Agreement.

This Agreement shall bind and enure for the benefit of the parties hereto and their respective successors and permitted assigns, and the Client shall not assign, transfer or charge all or any rights or benefits hereunder without the written consent of the Custodian. The Custodian may not assign, transfer or charge all or any of its rights or benefits hereunder without the written consent of the Client; PROVIDED HOWEVER that this Agreement may be assigned by the Custodian to another member of the Citigroup Organization with prior written notice to the Client, and such assignee shall, without the execution or filing of any consents or other documents, succeed to and be substituted for the Custodian with like effect as though such assignee had been originally named as the Custodian hereunder. Any purported assignment, transfer or charge made in contravention of this Section shall be null and void and of no effect whatsoever.

Where the Client comprises two or more persons, all obligations and liabilities under this Agreement shall be deemed to be joint and several, and any notice served on any one of such persons shall be deemed to have been served on such other person or persons, as the case may be.

(A) 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 the other party solely for the purpose of rendering or obtaining services pursuant to this Agreement and, except as specifically provided below or 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. Not withstanding the foregoing, the Client agrees and understands that the Custodian or its agents may disclose information regarding the Custody Account and/or the Custody Cash Account if required to do so (i) to establish under the laws of any relevant jurisdiction the nominee (or similar) status of the Custodian or its agents with respect to Property in the Custody Account and/or Custody Cash Account for the purpose of performing or discharging its duties and obligations under this Agreement, (ii) to enable auditors to perform auditing services, (iii) to make the required tax certifications in the relevant jurisdictions, (iv) by any applicable law, statute or regulation or court order or similar process in any relevant jurisdiction, (v) by order of an authority having power over the Custodian or its agents within the jurisdiction of such authority, whether of a governmental nature or otherwise, or (vi) where required by the operating rules of any relevant Clearance System.

(B) Subject to the confidentiality requirements provided in (A) above, the Client hereby authorizes (i) the collection, storage and processing of any information relating to the Client by the Custodian and the Branches, subsidiaries, affiliates and agents of, or Clearance Systems used by, Citibank, N.A.; and (ii) the transfer of any information relating to the Client to and between the Branches, subsidiaries, affiliates and agents of, or Clearance Systems used by, Citibank, N.A. and third parties selected by any of them, wherever situated, for confidential use in connection with the provision of services to the Client hereunder, and further acknowledges that any such Branch, subsidiary, affiliate, agent, third party or Clearance System shall be entitled to transfer any such information as required by any law, court, legal process or as requested by any authority in accordance with which it is required to act, as it shall reasonably determine.

(C) The Client agrees that the terms of this Agreement shall be kept strictly confidential and no printed materials or other matter in any language (including without limitation, prospectuses, statements of additional information, notices to shareholders, annual reports and promotional materials) which mention Citigroup, Citibank, N.A. or the Custodian's name, or the rights, powers or duties of the Custodian, shall be issued by the Client or on the Client's behalf unless Citibank, N.A. and/or the Custodian (as applicable) shall first have given its specific written consent thereto; PROVIDED THAT no prior consent shall be required if the only reference to the Custodian's name is in identifying the Custodian as one of the Client's custodians.

(D) The Client agrees that the Custodian or its agents may, upon reasonable request and during regular business hours, review the Client's premises, and security controls and procedures, where necessary for the performance of the Custodian's obligations regarding any relevant Clearance System.

All notices and communications to be given by one party to the other under this Agreement shall be in writing in the English language and (except for notices, reports and information from the Custodian, and

Instructions given by electronic means) shall be made either by telex or facsimile, other electronic means agreed to by the parties or by letter addressed to the party concerned at the addresses set out above (or at such other addresses as may be notified in writing by either party to the other from time to time). Any such notice or communication hereunder shall be effective upon actual receipt.

(A) This Agreement shall be governed by and construed in accordance with the internal laws (and not the laws of conflict) of the State of New York. The Client agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that a federal court situated in New York City, shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such court.

(B) Each party hereto waives any objection it may have at any time to the laying of venue of any proceedings brought in a federal court situated in New York City, waives any claim that such actions or proceedings have been brought in an inconvenient forum and further waives the right to object that such court does not have jurisdiction over such party.

(C) The Client hereby understands and agrees that the opening of, the holding of all or any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices
(i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is held.

(A) This Agreement shall not be amended except by a written agreement signed by both parties and any purported amendment made in contravention of this Section shall be null and void and of no effect whatsoever.

(B) This Agreement shall constitute the entire agreement between the Client and the Custodian and, unless otherwise expressly agreed in writing, shall supersede all prior agreements relating to global custodial services, written or oral, between the parties hereto.

(C) The parties hereto agree that (i) the rights, powers, privileges and remedies stated in this Agreement are cumulative and not exclusive of any rights, powers, privileges and remedies provided by law, unless specifically waived, and (ii) any failure or delay in exercising any right power, privilege or remedy will not be deemed to constitute a waiver thereof and a single or partial exercise of any right, power, privilege or remedy will not preclude any subsequent or further exercise of that or any other right, power, privilege or remedy.

(D) In the event that any provision of this Agreement, or the application thereof to any person or circumstances, shall be determined by a court of proper jurisdiction to be invalid or unenforceable to any extent, the remaining provisions of this Agreement, and the application of such provisions to persons or circumstances other than those as to which it is held invalid or unenforceable, shall be unaffected thereby and such provisions shall be valid and enforced to the fullest extent permitted by law in such jurisdiction.

(E) Titles to Sections of this Agreement are included for convenience of reference only and shall be disregarded in construing the language contained in this Agreement.

(F) This Agreement may be executed in several counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized.

CITIBANK, N.A., New York Office              EACH FUND LISTED ON SCHEDULE A

By:  /S/ MICHAEL F. HAYES                    By:  /S/ ROBERT D. SNOWDEN

Name:    Michael F. Hayes                    Name:    Robert D. Snowden

Title:   Vice President                      Title:   Principal, Asst. Treasurer

                                   SCHEDULE A
                                   ----------

FUND(S)                                      OTHER ACCOUNTS
--------------------------------------------------------------------------------
- VANGUARD U.S. VALUE FUND, A SERIES         - VANGUARD CAPITAL STOCK
  OF VANGUARD MALVERN FUNDS                    CONCENTRATION ACCOUNT
                                               (849355)

                                             - VANGUARD SECURITIES LENDING
                                               CONCENTRATION ACCOUNT
                                               (849356)

                                             - VANGUARD POOLED CASH
                                               CONCENTRATION ACCOUNT
                                               (849357)

                                             - VANGUARD GENERAL PURPOSE
                                               CONCENTRATION ACCOUNT
                                               (849358)

The following is an amendment ("Amendment") to the Global Custodial Services Agreement dated June 1, 2000 (the "Agreement") by and between Citibank, N.A. ("Custodian") and each open-end management investment company listed on Schedule A thereto (each, a "Fund", collectively, the "Client"). This Amendment serves to update the names of the Funds listed on Schedule A. 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 A is hereby amended as follows:

Vanguard Explorer Fund (51-0106626)

Vanguard Fenway Funds
Vanguard Equity Income Fund (23-2491240)

Vanguard Index Funds
Vanguard Extended Market Index Fund (23-2482430)

Vanguard Institutional Index Funds
Vanguard Institutional Total Stock Market Index Fund (23-3075564)

Vanguard Malvern Funds
Vanguard Asset Allocation Fund (23-2520805) Vanguard U.S. Value Fund (23-3035290)

Vanguard Morgan Growth Fund (51-0108190)

Vanguard Preferred Stock Fund (23-1976122)

Vanguard Specialized Funds
Vanguard Energy Fund (23-2284351) Vanguard Utilities Income Fund (23-2677693)

Vanguard Variable Insurance Funds
Equity Income Portfolio (23-2719786)

Vanguard Windsor Funds
Vanguard Windsor Fund (51-0082711) Vanguard Windsor II Fund (23-2439132)

Vanguard World Fund
Vanguard U.S. Growth Fund (04-6035483)

Vanguard Capital Stock Concentration Account (849355)

Vanguard Securities Lending Concentration Account (849356)

Vanguard Pooled Cash Concentration Account (849357)

Vanguard General Purpose Concentration Account (849358)

AGREED TO as of May 18, 2001 BY:

Citibank, N.A.                              Each Fund Listed on Schedule A

By:  /S/ KEVIN J. CONLON                    By:  /S/ ROBERT D. SNOWDEN

Name:    Kevin J. Conlon                    Name:    Robert D. Snowden

Title:   Vice President                     Title:   Assistant Treasurer

AMENDMENT

Reference is made to the Global Custodial Services Agreement dated as of June 1, 2000 (the "Agreement") by and between Citibank, N.A. (the "Custodian") and each open-end management investment company listed on Schedule A to the Agreement as amended from time to time (each such investment company, a "Fund" and all such investment companies collectively, the "Client"). References in this Amendment to Rule 17f-7 or to specific provisions of Rule 17f-7 refer to Rule 17f-7 under the Investment Company Act of 1940, as adopted on or before the date hereof.

Any capitalized term used in but not defined in this Amendment shall have the meaning defined in the Agreement.

In addition to the duties and obligations of the Custodian under the Agreement, with respect to securities and cash in such jurisdictions as the Custodian provides custody services under the Agreement for the Client, the Client and the Custodian agree as follows:

1. The Custodian may deposit and/or maintain assets of the Client that consist of Foreign Assets (as defined in Rule 17f-5 under the Investment Company Act of 1940) only in a Clearance System located outside of the United States of America that the Custodian has determined satisfies the requirements of Rule 17f-7(b)(1) as an Eligible Securities Depository, as defined therein. In such manner as the Custodian deems reasonable, the Custodian shall give the Client prompt notice of any material change known to the Custodian that would adversely effect the Custodian's determination that a Clearance System is an Eligible Securities Depository.
2. The Custodian shall provide the Client (or its duly-authorized investment manager or investment adviser) with an analysis (in form and substance as reasonably determined by the Custodian) of the custody risks associated with maintaining securities with each Eligible Securities Depository in accordance with Rule 17f-7(a)(1)(i)(A). The Custodian shall monitor such custody risks on a continuing basis and in such manner as the Custodian deems reasonable, shall promptly notify the Client (or is duly-authorized investment manager or investment adviser) of any adverse material changes in such risks in accordance with Rule 17f-7(a)(1)(i)(B).
3. The Custodian agrees to exercise reasonable care, prudence and diligence in performing the duties set forth in this Amendment as the Custodian exercises in performing its other responsibilities under the Agreement.
4. In performing its obligations under this Amendment, the Custodian may obtain information from sources the Custodian believes to be reliable, but the Custodian does not warrant its completeness or accuracy and has no duty to verify or confirm any such information. The Custodian is not obligated to make any determination regarding whether any Eligible Securities Depository provides reasonable care for Foreign Assets or to provide any information or evaluation comparing any Eligible Securities Depository to any other Clearance System or any existing or proposed standards for securities depositories, except to the extent that such investment or evaluation is included in the analysis provided by Custodian under paragraph 2. of this Amendment.
5. Upon the receipt of Instructions, as specified in the Agreement, the Custodian shall withdraw securities from any Clearance System to the extent and as soon as

reasonably practicable; provided, however, the Custodian shall have no obligation to obtain, safekeep or provide any services in respect of any certificated or physical security in any jurisdiction where the Custodian does not offer or provide such services generally to customers within that jurisdiction.
6. In the event the Custodian breaches any provision of this Amendment, the Custodian will be responsible for any loss or damage suffered by the Client only to the same extent the Custodian is liable for losses resulting from any breach of the standard of care specified in the Agreement.

The parties to the Agreement here by agree to this Amendment as of the 25th day of June, 2001.

Citibank, N.A.                           Client

By:  /s/ Kevin J. Conlon                 By: /s/ Robert D. Snowden
Name:    Kevin J. Conlon                 Name:   Robert D. Snowden
Title:   Vice President                  Title:  Assistant Treasurer

SCHEDULE A - AMENDMENT #2

The following is an amendment ("Amendment") to the Global Custodial Services Agreement dated June 1, 2000 and amended May 18, 2001 (the "Agreement") by and between Citibank, N.A. ("Custodian") and each open-end management investment company listed on Schedule A thereto (each, a "Fund", collectively, the "Client"). This Amendment serves to update the names of the Funds listed on Schedule A. 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 A is hereby amended as follows:

Funds (and the relevant series)

Vanguard Explorer Fund (51-0106626)

Vanguard Fenway Funds
Vanguard Equity Income Fund (23-2491240)

Vanguard Institutional Index Funds
Vanguard Institutional Total Stock Market Index Fund (23-3075564)

Vanguard Malvern Funds
Vanguard Asset Allocation Fund (23-2520805) Vanguard U.S. Value Fund (23-3035290)

Vanguard Morgan Growth Fund (51-0108190)

Vanguard Preferred Stock Fund (23-1976122)

Vanguard Specialized Funds
Vanguard Energy Fund (23-2284351) Vanguard Utilities Income Fund (23-2677693)

Vanguard Variable Insurance Funds
Equity Income Portfolio (23-2719786)

Vanguard Windsor Funds
Vanguard Windsor Fund (51-0082711) Vanguard Windsor II Fund (23-2439132)

Vanguard World Fund
Vanguard U.S. Growth Fund (04-6035483)

Other Accounts

Vanguard Capital Stock Concentration Account -(849355)

Vanguard Securities Lending Concentration Account (849356)

Vanguard Pooled Cash Concentration Account (849357)

Vanguard General Purpose Concentration Account (849358)

AGREED TO as of July 23, 2001 BY:

Citibank, N.A.                              Each Fund Listed on Schedule A

By:  /s/ Kevin J. Conlon                    By:  /s/ Robert D. Snowden

Name:    Kevin J. Conlon                    Name:    Robert D. Snowden

Title:   Vice President                     Title:   Assistant Treasurer

SCHEDULE A - AMENDMENT #3

The following is an amendment ("Amendment") to the Global Custodial Services Agreement dated June 1, 2000 and amended May 18, 2001 and July 23, 2001 (the "Agreement") by and between Citibank, N.A. ("Custodian") and each open-end management investment company listed on Schedule A thereto (each, a "Fund", collectively, the "Client"). This Amendment serves to update the names of the Funds listed on Schedule A. 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 A is hereby amended as follows:

Vanguard Explorer Fund (51-0106626)

Vanguard Fenway Funds
Vanguard Equity Income Fund (23-2491240)

Vanguard Institutional Index Funds
Vanguard Institutional Total Stock Market Index Fund (23-3075564)

Vanguard Malvern Funds
Vanguard Asset Allocation Fund (23-2520805) Vanguard Capital Value Fund (23-3095856) Vanguard U.S. Value Fund (23-3035290)

Vanguard Morgan Growth Fund (51-0108190)

Vanguard Specialized Funds
Vanguard Energy Fund (23-2284351) Vanguard Utilities Income Fund (23-2677693)

Vanguard Variable Insurance Funds
Equity Income Portfolio (23-2719786)

Vanguard Whitehall Funds
Vanguard Mid-Cap Growth Fund (95-4573506)

Vanguard Windsor Funds
Vanguard Windsor Fund (51-0082711) Vanguard Windsor II Fund (23-2439132)

Vanguard World Fund
Vanguard U.S. Growth Fund (04-6035483)

Other Accounts

Vanguard Capital Stock Concentration Account -(849355)

Vanguard Securities Lending Concentration Account (849356)

Vanguard Pooled Cash Concentration Account (849357)

Vanguard General Purpose Concentration Account (849358)

AGREED TO as of May 20, 2002 BY:

Citibank, N.A.                              Each Fund Listed on Schedule A

By:      /s Kevin J. Conlon                 By:      /s Thomas J. Higgins

Name:    Kevin J. Conlon                    Name:    Thomas J. Higgins

Title:   Vice President                     Title:   Treasurer

FOREIGN CUSTODY MANAGER ADDENDUM
TO

GLOBAL CUSTODIAL SERVICES AGREEMENT, dated as of June 25, 2001, by and between each open-end management investment company listed on Schedule A of the Agreement as amended from time to time (each such investment company, a "Fund" and all such investment companies collectively, the "Client")) and Citibank, N.A. (the "Custodian").

The Client desires to have the Custodian assume and discharge the responsibility of the Client's board of directors (hereinafter the "Board") to select, contract with and monitor certain custodians of non-U.S. assets of the Client held by the Custodian pursuant to the Global Custodial Services Agreement (the "Agreement"). The Custodian agrees to accept the delegation and to perform the responsibility as provided in this Addendum.

(A) Foreign Custody Manager: (i) The Board hereby delegates to the Custodian, and the Custodian hereby accepts the delegation to it, of the obligation to serve as the Client's "Foreign Custody Manager" (as defined in Rule 17f-5(a)(3) under the Investment Company Act of 1940, as amended from time to time), in respect to the Client's foreign investments held from time to time by the Custodian with any Subcustodian (as defined in the Agreement) that is an Eligible Foreign Custodian (as defined in Rule 17f-5(a)(1)). Foreign investments are any Property (as defined in the Agreement) for which the primary market is outside the U.S.A.

(ii) As Foreign Custody Manager, the Custodian shall:

(1) select Eligible Foreign Custodians to serve as foreign custodians and place and maintain the Client's foreign investments with such foreign custodians;

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

(3) enter into written agreements with each Eligible Foreign Custodian selected by the Custodian hereunder;

(4) determine that the written contract with each Eligible Foreign Custodian (or, in the case of an Eligible Foreign Custodian that is a Clearance System such contract (which may be between the Custodian and the Clearance System or between an Eligible Foreign Custodian selected by the Custodian and the Clearance System), the rules or established practices or procedures of the Clearance System, or any combination of the foregoing) requires that the Eligible Foreign Custodian will provide reasonable care for the foreign investments, based on the standards applicable to custodians in the relevant market, and that all such contracts, rules, practices and procedures satisfy the requirements of Rule 17f-5(c)(2);

(5) provide written reports (x) notifying the Board of the placement of foreign investments with each Eligible Foreign Custodian, such reports to be provided at such time as the Board deems reasonable and appropriate, but not less than annually, and
(y) promptly notifying the Board of the occurrence of any material change in the arrangements with an Eligible Foreign Custodian;

(6) monitor the continued appropriateness of (x) maintaining the foreign investments with Eligible Foreign Custodians selected hereunder and (y) the governing contractual arrangements; it being understood, however, that in the event the Custodian shall determine that any Eligible Foreign Custodian would no longer afford the foreign investments reasonable care, the Custodian shall promptly so advise the Client and shall then act in accordance with Instructions (as defined in the Agreement) with respect to the disposition of the foreign investments; and

(7) exercise such reasonable care, prudence and diligence in serving as the Foreign Custody Manager as the Custodian exercises in performing its responsibility under the Agreement for the safekeeping of the Client's Property (as defined in the Agreement).

(iii) Nothing in this paragraph shall relieve the Custodian of any responsibility otherwise provided in the Agreement or this Addendum for loss or damage suffered by the Client from an act of negligence or willful misconduct on the part of the Custodian.

(iv) Nothing in this Addendum shall require the Custodian to make any selection on behalf of the Client that would entail consideration of any factor reasonably related to the systemic risk of holding assets in a particular country including, but not limited to, such country's financial infrastructure and prevailing settlement practices. The Custodian agrees to provide to the Client such information relating to such risk as the Client shall reasonably request from time to time and such other information as the Custodian generally makes available to customers with regard to such countries and risk.

(B) Termination:

(i) The Client may terminate this delegation upon written notice to the Custodian.

(ii) The Custodian may terminate its acceptance of this delegation upon ninety (90) days written notice to the Client.

IN WITNESS WHEREOF, the parties have caused this Addendum to be executed as of the 25th day of June, 2001, by their respective officers thereunto duly authorized.

CITIBANK, N.A., NEW YORK OFFICE                      CLIENT

By: /s/ Kevin J. Conlon                     By: /s/ Robert D. Snowden
Name:   Kevin J. Conlon                     Name:   Robert D. Snowden
Title:  Vice President                      Title:  Assistant Treasurer

GLOBAL CUSTODY AGREEMENT

This Amended and Restated Agreement, dated June 25, 2001, is between THE CHASE MANHATTAN BANK ("Bank"), a New York banking corporation with a place of business at 4 MetroTech Center, Brooklyn, New York 11245; and each of the open-end management investment companies listed on Exhibit 1 of this Agreement, registered with the U.S. Securities and Exchange Commission under the Investment Company Act of 1940, organized as Delaware business trusts (each a "Trust"), severally and for and on behalf of certain of their respective portfolios listed on Exhibit 1 (each a "Fund"), each Trust and their respective Funds with a place of business at P.O. Box 2600, Valley Forge, PA 19482. Each Trust for which Bank serves as custodian under this Agreement, shall individually be referred to as "Customer".

1. INTENTION OF THE PARTIES; DEFINITIONS

1.1 INTENTION OF THE PARTIES.

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

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

1.2 DEFINITIONS.

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

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

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

"AFFILIATED SUBCUSTODIAN" means a Subcustodian that is an Affiliate.

"APPLICABLE LAW" means any statute, whether national, state or local, applicable in the United States or any other country, the rules of the treaty establishing the European Community, other applicable treaties, any other law, rule, regulation or

interpretation of any governmental entity, any applicable common law, and any decree, injunction, judgment, order, ruling, or writ of any governmental entity.

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

"BANK INDEMNITEES" means Bank, its Subcustodians, and their respective nominees, directors, officers, employees and agents.

"BANK'S LONDON BRANCH" means the London branch office of The Chase Manhattan Bank.

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

"CORPORATE ACTION" means any subscription right, bonus issue, stock repurchase plan, redemption, exchange, tender offer, or similar matter with respect to a Financial Asset in the Securities Account that requires discretionary action by the holder, but does not include proxy voting.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

2. WHAT BANK IS REQUIRED TO DO

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

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

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

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

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

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

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

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

(c) Bank is authorized, in its discretion, to hold in bearer form, such Financial

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

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

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

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

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

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

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

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

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

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

Bank may sell fractional interests in Financial Assets and credit the Cash Account with the proceeds of the sale. If some, but not all, of an outstanding class of Financial Asset is called for redemption, Bank may allot the amount redeemed among the respective beneficial holders of such class of Financial Asset in any manner Bank deems to be fair and equitable.

Until Bank receives Instructions to the contrary, Bank shall:

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

                    presentation;

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

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

2.10     Corporate Actions.
----     ------------------

     (a) Bank  shall  follow  Corporate  Actions  and advise  Customer  of those

Corporate Actions of which Bank's central corporate actions department receives notice from the issuer or from the Securities Depository in which such Financial Assets are maintained or notice published in publications and reported in reporting services routinely used by Bank for this purpose.

(b) If an Authorized Person fails to provide Bank with timely Instructions with respect to any Corporate Action, neither Bank nor its Subcustodians or their respective nominees shall take any action in relation to that Corporate Action, except as otherwise agreed in writing by Bank and Customer or as may be set forth by Bank as a default action in the advice it provides under Section
2.10 (a) with respect to that Corporate Action.

2.11     Proxy Voting.
----     -------------

     (a) Subject to and upon the terms of this  sub-section,  Bank shall provide

Customer with information which it receives on matters to be voted upon at meetings of holders of Financial Assets ("Notifications"), and Bank shall act in accordance with Customer's Instructions in relation to such Notifications ("the active proxy voting service").

(b) The following provisions relate to proxy voting services with respect to Global Assets:

(i) If information is received by Bank at its proxy voting department too late to permit timely voting by Customer, Bank's only obligation shall be to provide to Customer, so far as reasonably practicable, a Notification (or summary information concerning a Notification) on an "information only" basis.

(ii) The active proxy voting service is available only in certain markets, details of which are available from Bank on request. Provision of the active proxy voting service is conditional upon receipt by Bank of a duly completed enrollment form as well as additional documentation that may be required for certain markets.

(iii)Bank reserves the right to provide Notifications or parts thereof in the language received. Bank shall attempt in good faith to provide accurate and complete

Notifications, whether or not translated.

(iv) Customer acknowledges that Notifications and other information furnished pursuant to the active proxy voting service ("information") are proprietary to Bank and that Bank owns all intellectual property rights, including copyrights and patents, embodied therein. Accordingly, Customer shall not make any use of such information except in connection with the active proxy voting service.

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

(c) Bank shall act upon Instructions to vote on matters referred to in a Notification, provided Instructions are received by Bank at its proxy voting department by the deadline referred to in the relevant Notification. If Instructions are not received in a timely manner, Bank shall not be obligated to vote on the matter, but shall notify Customer accordingly.

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

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

2.12     Statements and Information Available On-Line.
----     ---------------------------------------------

     (a) Bank will  send,  or make  available  on-line,  to  Customer,  at times

mutually agreed, a statement of account in Bank's standard format for each Account maintained by Customer with Bank, identifying the Financial Assets and cash held in each Account. Bank also will provide to Customer, upon request, the capability to reformat the information contained in each statement of account. In addition, Bank will send, or make available on-line, to Customer an advice or notification of any transfers of cash or

Financial Assets with respect to each Account. Bank will not be liable with respect to any matter set forth in those portions of any such statement of account or advice (or reasonably implied therefrom) to which Customer has not given Bank a written exception or objection within sixty (60) days of receipt of such statement, provided such matter is not the result of Bank's willful misconduct or bad faith.

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

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

2.13     Access to Bank's Records.
----     -------------------------

     (a) Bank shall allow Customer and Customer's independent public accountants

such reasonable access to the records of Bank relating to Financial Assets as is required in connection with their examination of books and records pertaining to Customer's affairs. Subject to restrictions under Applicable Law, Bank also shall obtain an undertaking to permit Customer's independent public accountants reasonable access to the records of any Subcustodian of Securities held in the Securities Account as may be required in connection with such examination.

(b) Upon reasonable request of Customer, Bank shall provide Customer with a copy of Bank's 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.

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

     (a) Unless Instructions require another location acceptable to Bank, Global

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

(b) Bank shall not be obliged to follow an Instruction to hold Financial Assets with, or have them registered or recorded in the name of, any person not chosen by Bank.

However, if Customer does instruct Bank to hold Securities with or register or record Securities in the name of a person not chosen by Bank, the consequences of doing so are at Customer's own risk and Bank shall not be liable therefor.

2.15     Tax Reclaims.
----     -------------

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

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

3. INSTRUCTIONS

(a) Bank is authorized to act under this Agreement (or to refrain from taking action) in accordance with the instructions received by Bank, via telephone, telex, facsimile transmission, or other teleprocess or electronic instruction or trade information system acceptable to Bank ("Instructions"). Bank shall have no responsibility for the authenticity or propriety of any Instructions that Bank believes in good faith to have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify. Customer authorizes Bank to accept and act upon any Instructions received by it without inquiry. Customer shall indemnify the Bank Indemnitees against, and hold each of them harmless from, any Liabilities that may be imposed on, incurred by, or asserted against the Bank Indemnitees as a result of any action or omission taken in accordance with any Instructions or other directions upon which Bank is authorized to rely under the terms of this Agreement.

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

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

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

Any Instructions delivered to Bank by telephone shall promptly thereafter be confirmed in writing by an Authorized Person. Each confirmation is to be clearly marked "Confirmation." Bank shall not be liable for having followed such Instructions notwithstanding the failure of an Authorized Person to send such confirmation in writing or the failure of such confirmation to conform to the telephone Instructions received. Bank shall notify Customer as soon as reasonably practicable if Bank does not receive a written confirmation or if such written confirmation fails to conform to the telephone Instructions received. Either party may record any of their telephonic communications. Customer shall comply with any security procedures reasonably required by Bank from time to time with respect to verification of Instructions. Customer shall be responsible for safeguarding any test keys, identification codes or other security devices that Bank shall make available to Customer or any Authorized Person.

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

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

4. FEES, EXPENSES AND OTHER AMOUNTS OWING TO BANK

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

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

(a) Customer grants Bank a security interest in and a lien on the Financial Assets held in the Securities Account of a particular Fund as shall have a fair market value equal to the aggregate amount of all overdrafts of such Fund, together with accrued interest, as security for any and all amounts which are now or become owing to Bank with respect to that Fund under any provision of this Agreement, whether or not matured or contingent ("Indebtedness"). Such lien and security interest shall be effective only so long as such advance, overdraft, or accrued interest thereon remains outstanding and Bank shall have all the rights and remedies of a secured party under the New York Uniform Commercial Code in respect of the repayment of the advance, overdraft or accrued interest.

(b) Bank shall be further entitled to set any such Indebtedness off against any cash or deposit account of a Fund with Bank or any of its Affiliates of which the Fund is the beneficial owner, regardless of the currency involved. Bank shall notify Customer in advance of any such charge.

5. SUBCUSTODIANS, SECURITIES DEPOSITORIES, AND OTHER AGENTS

(a) Bank is authorized under this Agreement to act through and hold Customer's Global Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("Subcustodians"). Bank shall use reasonable care, prudence and diligence in the selection

and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Assets with, and hold Global Assets in, any securities depository, settlement system, dematerialized book entry system or similar system (together a "Securities Depository") on such terms as such systems customarily operate and Customer shall provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Assets in such systems.

(b) Any agreement Bank enters into with a Subcustodian for holding Bank's customers' assets shall provide that: (i) such assets shall not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, except a claim of payment for their safe custody or administration or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) beneficial ownership of such assets shall be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will be maintained identifying the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall cause the Subcustodian to identify on its records as belonging to Bank, as agent, the Securities shown on the Subcustodian's account at such Securities Depository. The foregoing shall not apply to the extent of any special agreement or arrangement made by Customer with any particular Subcustodian.

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

(a) Subject to Section 7.1(b), Bank shall be liable for direct losses incurred by Customer that result from:

(i) the failure by the Subcustodian to use reasonable care in the provision of custodial services by it in accordance with the standards prevailing in the relevant market or from the fraud or willful default of such Subcustodian in the provision of custodial services by it; or

(ii) the insolvency of any Affiliated Subcustodian.

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

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

(a) Bank may provide certain services under this Agreement through third parties. These third parties may be Affiliates. Except to the extent provided in
Section 5.2 with respect to Subcustodians, Bank shall not be responsible for any loss as a result of a failure by any broker or any other third party that it selects and retains using reasonable care to provide ancillary services, such as pricing, proxy voting, and corporate action services, that it does not customarily provide itself. Nevertheless, Bank shall be liable for the performance of any such service provider selected by Bank that is an Affiliate to the same extent as Bank would have been liable if it performed such services itself.

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

6. ADDITIONAL PROVISIONS RELATING TO CUSTOMER

(a) Customer represents and warrants to Bank that: (i) it has full authority and power, and has obtained all necessary authorizations and consents, to deposit and control the Financial Assets and cash in the Accounts, to use Bank as its custodian in accordance with the terms of this Agreement and to incur indebtedness, pledge Financial Assets as contemplated by Section 4.3, and enter into foreign exchange transactions; and (ii) this Agreement is its legal, valid and binding obligation, enforceable in accordance with its terms and it has full

power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement. Bank may rely upon the above or the certification of such other facts as may be required to administer Bank's obligations hereunder.

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

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

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

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 the Funds. With respect to the obligations of each Fund arising hereunder, Bank shall look for payment or satisfaction of any such obligation solely to the assets of the Fund to which such obligation relates as though Bank had separately contracted by separate written instrument with respect to each Fund.

7. WHEN BANK IS LIABLE TO CUSTOMER

(a) Bank shall use reasonable care in performing its obligations under this Agreement. Bank shall not be in violation of this Agreement with respect to any matter as to which it has satisfied its obligation of reasonable care.

(b) Bank shall be liable for Customer's direct damages to the extent they result from Bank's negligence, bad faith or willful misconduct in performing its duties as set out in

this Agreement and to the extent provided for in Section 5.2(a). Nevertheless, under no circumstances shall Bank be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts or Bank's performance hereunder or its role as custodian.

(c) Customer shall indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of Bank's performance under this Agreement, provided the Bank Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in question. Nevertheless, Customer shall not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement.

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

Bank shall maintain and update from time to time business continuation and disaster recovery procedures with respect to its global custody business that it determines from time to time meet reasonable commercial standards. Bank shall have no liability, however, for any damage, loss or expense of any nature that Customer may suffer or incur, caused by an act of God, fire, flood, civil or labor disturbance, war, act of any governmental authority or other act or threat of any authority (de jure or de facto), legal constraint, fraud or forgery (except by Bank or Bank Indemnitees), malfunction of equipment or software (except to the extent such malfunction is primarily attributable to Bank's negligence, or willful misconduct in maintaining the equipment or software), failure of or the effect of rules or operations of any external funds transfer system, inability to obtain or interruption of external communications facilities, or any cause beyond the reasonable control of Bank (including without limitation, the non-availability of appropriate foreign

exchange). Bank shall endeavor to promptly notify Customer when it becomes aware of any situation outlined above, but shall not be liable for failure to do so.

Bank shall be entitled to rely on, and may act upon the advice of professional advisers in relation to matters of law, regulation or market practice (which may be the professional advisers of Customer), and shall not be liable to Customer for any action reasonably taken or omitted pursuant to such advice.

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

8. TAXATION

(a) Customer confirms that Bank is authorized to deduct from any cash received or credited to the Cash Account any taxes or levies required by any revenue or governmental authority for whatever reason in respect of Customer's Accounts.

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

(c) Customer shall be responsible for the payment of all taxes relating to the Financial Assets in the Securities Account, and Customer shall pay, indemnify and hold Bank

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

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

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

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

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

9. TERMINATION

Either party may terminate this Agreement on sixty days' notice in writing to the other party. If Customer gives notice of termination, it must provide full details of the persons to whom Bank must deliver Financial Assets and cash. If Bank gives notice of termination, then Customer must, within sixty days following receipt of the notice, notify Bank of details of its new custodian, failing which Bank may elect (at any time after sixty days following Customer's receipt of the notice) either to retain the Financial Assets and cash until such details are given, continuing to charge fees due (in which case Bank's sole obligation shall be for the safekeeping of the Financial Assets and cash), or deliver the Financial Assets and cash to Customer. Bank shall in any event be entitled to deduct any uncontested amounts owing to it prior to delivery of the Financial Assets and cash (and, accordingly, Bank shall be

entitled to deduct cash from the Cash Account in satisfaction of uncontested amounts owing to it). Customer shall reimburse Bank promptly for all out-of-pocket expenses it incurs in delivering Financial Assets upon termination by Customer. Termination shall not affect any of the liabilities either party owes to the other arising under this Agreement prior to such termination.

10.1     Notices.
----     --------

     Notices  (other than  Instructions)  shall be served by registered  mail or

hand delivery to the address of the respective parties as set out on the first page of this Agreement, unless notice of a new address is given to the other party in writing. Notice shall not be deemed to be given unless it has been received.

10.2     Successors and Assigns.
----     -----------------------

     This  Agreement  shall be binding on each of the  parties'  successors  and

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

10.3     Interpretation.
----     ---------------

     Headings  are  for  convenience   only  and  are  not  intended  to  affect

interpretation. References to sections are to sections of this Agreement and references to sub-sections and paragraphs are to sub-sections of the sections and paragraphs of the sub-sections in which they appear.

(a) The following Rider(s) are incorporated into this Agreement:

___ Cash Trade Execution;

___ Accounting Services

_X_ Investment Company

_X_ Domestic and Global

(b) This Agreement, including the Schedules, Exhibits, and Riders (and any separate agreement which Bank and Customer may enter into with respect to any Cash Account), sets out the entire Agreement between the parties in connection with the subject matter, and this Agreement supersedes any other agreement, statement, or representation relating to custody, whether oral or written. Amendments must be in writing and signed by both parties.

10.5     Information Concerning Deposits at Bank.
----     ----------------------------------------

     (a)  Bank's  London  Branch  is a  member  of the  United  Kingdom  Deposit

Protection Scheme (the "Scheme") established under Banking Act 1987 (as amended). The Scheme provides that in the event of Bank's insolvency payments may be made to certain customers of Bank's London Branch. Payments under the Scheme are limited to 90% of a depositor's total cash deposits subject to a maximum payment to any one depositor of (pound)18,000 (or 20,000 euros if greater). Most deposits denominated in sterling and other European Economic Area Currencies and euros made with Bank within the United Kingdom are covered. Further details of the Scheme are available on request.

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

10.6     Confidentiality.
----     ----------------

     The parties hereto agree that each shall treat confidentially the terms and

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

10.7     Insurance.
----     ----------

         Bank shall not be required to maintain any insurance coverage for the

benefit of Customer.

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

10.9     Severability and Waiver.
----     ------------------------

     (a) If one or more  provisions of this Agreement are held invalid,  illegal

or unenforceable in any respect on the basis of any particular circumstances or in any jurisdiction, the validity, legality and enforceability of such provision or provisions under other circumstances or in other jurisdictions and of the remaining provisions shall not in any way be affected or impaired.

(b) Except as otherwise provided herein, no failure or delay on the part of either party in exercising any power or right hereunder operates as a waiver, nor does any single or partial exercise of any power or right preclude any other or further exercise, or the exercise of any other power or right. No waiver by a party of any provision of this Agreement, or waiver of any breach or default, is effective unless in writing and signed by the party against whom the waiver is to be enforced.

[Section 10.10 follows on next page]

10.10    Counterparts.
-----    -------------

     This Agreement may be executed in several counterparts, each of which shall

be deemed to be an original and together shall constitute one and the same agreement.

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

Each of the open-end investment companies listed on Exhibit 1 (each a "Trust")

By: /s/ Robert D. Snowden
Title:  Assistant Treasurer
Date:   June 25, 2001

THE CHASE MANHATTAN BANK

By: /s/ James E. Cecere, Jr.
Title:  Vice President
Date:   June 28, 2001

EXHIBIT 1

EACH VANGUARD REGISTERED INVESTMENT COMPANY (AND THEIR FUNDS) THAT IS ENTERING INTO THE AMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT WITH THE CHASE MANHATTAN BANK AND DATED AS OF JUNE 25, 2001

Vanguard Bond Index Funds
Vanguard Intermediate-Term Bond Index Fund Vanguard Long-Term Bond Index Fund Vanguard Short-Term Bond Index Fund Vanguard Total Bond Market Index Fund

Vanguard Fixed Income Securities Funds
Vanguard GNMA Fund
Vanguard High-Yield Corporate Fund Vanguard Inflation Protected Securities Fund Vanguard Long-Term Corporate Fund

Vanguard Index Funds
Vanguard 500 Index Fund
Vanguard Growth Index Fund
Vanguard Small-Cap Index Fund
Vanguard Total Stock Market Index Fund Vanguard Value Index Fund

Vanguard Specialized Funds
Vanguard Health Care Fund
Vanguard Precious Metals Fund

Vanguard STAR Funds
Vanguard Developed Markets Index Fund Vanguard Institutional Developed Markets Index Fund Vanguard LifeStrategy Conservative Growth Fund Vanguard LifeStrategy Growth Fund Vanguard LifeStrategy Income Fund Vanguard LifeStrategy Moderate Growth Fund

Vanguard Tax-Managed Funds
Vanguard Tax-Managed Balanced Fund Vanguard Tax-Managed Capital Appreciation Fund Vanguard Tax-Managed Growth and Income Fund Vanguard Tax-Managed Small-Cap Fund

Vanguard Wellesley Income Fund

Vanguard Wellington Fund

Vanguard World Funds
Vanguard International Growth Fund

Investment Company Rider to Amended and Restated Global Custody Agreement Between The Chase Manhattan Bank and Certain Open-End Management Investment Companies Listed on Exhibit 1 of the Agreement

The following modifications are made to the Agreement. To the extent there are any inconsistencies between the terms in this Investment Company Rider and the terms in the Agreement, the terms in this Investment Company Rider shall govern.

A. Add a new Section 2.17 to the Agreement as follows:

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

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

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

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

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

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

(iv) determine that the written contract with an Eligible Foreign Custodian requires that the Eligible Foreign Custodian shall provide reasonable care for foreign Financial Assets and cash based on the standards applicable to custodians in the relevant market, including, without limitation, those factors set forth in SEC rule 17f-5(c)(1)(i)-(iv).

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

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

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

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

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

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

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

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

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

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

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

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

B. Add a new Section 2.18 to the Agreement as follows:

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

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

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

C. Add the following after the first sentence of Section 5.1(a) of the Agreement: "At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer in the event that it elects to add any such entity."

D. Add the following language as Sections 5.1(d) and (e) of the Agreement:

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

(i) a `U.S. Bank,' which shall mean a U.S. bank as defined in SEC rule 17f-5(a)(7);

(ii) an `Eligible Foreign Custodian,' which shall mean: (i) a banking institution or trust company, incorporated or organized under the laws of a country other than the United States, that is regulated as such by that country's government or an agency thereof, and (ii) a majority-owned direct or indirect subsidiary of a U.S. Bank or bank holding company which subsidiary is incorporated or organized under the laws of a country other than the United States. In addition, an Eligible Foreign Custodian shall also mean any other entity that

shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.

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

(e) The term `securities depository' as used herein when referring to a securities depository located outside the U.S. shall mean:

an "Eligible Securities Depository" which, in turn, shall have the same meaning as in rule 17f-7(b)(1)(i)-(vi) as the same may be amended from time to time, or that has otherwise been made exempt pursuant to an SEC exemptive order; provided that, prior to the compliance date with rule 17f-7 for a particular securities depository the term "securities depository" shall be as defined in (a)(1)(ii)-(iii) of the 1997 amendments to rule 17f-5.

(f) The term "securities depository" as used herein when referring to a securities depository located in the U.S. shall mean a "securities depository" as defined in SEC rule 17f-4(a).

         A        Opinions of local counsel concerning:

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

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

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

         B.       Written information concerning:

___      i.       The foreseeability of expropriation, nationalization, freezes,
                  or confiscation of Customer's Financial Assets.

___      ii.      Whether difficulties in converting Customer's cash and cash
                  equivalents to U.S. dollars are reasonably foreseeable.

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

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

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

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

With respect to Financial Assets held at DTC, the following provisions shall apply rather than the pertinent provisions of Sections 2.10-2.11 of the Agreement:

Bank shall send to Customer or the Authorized Person for a Securities Account, such proxies (signed in blank, if issued in the name of Bank's nominee or the nominee of a central depository) and communications with respect to Financial Assets in the Securities Account as call for voting or relate to legal proceedings within a reasonable time after sufficient copies are received by Bank for forwarding to its customers. In addition, Bank shall follow coupon payments, redemptions, exchanges or similar matters with respect to Financial Assets in the Securities Account and advise Customer or the Authorized Person for such Account of rights issued, tender offers or any other discretionary rights with respect to such Financial Assets, in each case, of which Bank has received notice from the issuer of the Financial Assets, or as to which notice is published in publications routinely utilized by Bank for this purpose.

Correspondent banks are listed for information only. April 11, 2001

COUNTRY           SUB-CUSTODIAN                  CORRESPONDENT BANK
-------           -------------                  ------------------


ARGENTINA       The Chase Manhattan Bank         Banco Generale de Negocios
                Arenales 707, 5th Floor          Buenos Aires
                1061 Buenos Aires
                ARGENTINA

                Citibank, N.A.                   Banco Generale de Negocios
                Bartolome Mitre 530              Buenos Aires
                1036 Buenos Aires
                ARGENTINA


AUSTRALIA       The Chase Manhattan Bank         Australia and New Zealand
                Level 37                         Banking Group Ltd.
                AAP Center                       Melbourne
                259, George Street
                Sydney NSW 2000
                AUSTRALIA


AUSTRIA         Bank Austria AG                  Chase Manhattan Bank AG
                Julius Tandler Platz - 3         Frankfurt
                A-1090 Vienna
                AUSTRIA


BAHRAIN         HSBC Bank Middle East            National Bank of Bahrain
                PO Box 57                        Manama
                Manama, 304
                BAHRAIN


BANGLADESH      Standard Chartered Bank          Standard Chartered Bank
                18-20 Motijheel C.A.             Dhaka
                Box 536,
                Dhaka-1000
                BANGLADESH


BELGIUM         Fortis Bank N.V.                 Chase Manhattan Bank AG
                3 Montagne Du Parc               Frankfurt
                1000 Brussels
                BELGIUM

BERMUDA         The Bank of Bermuda Limited      The Bank of Bermuda Ltd
                6 Front Street                   Hamilton
                Hamilton HMDX
                BERMUDA


BOTSWANA        Barclays Bank of Botswana
                Limited                          Barclays Bank of Botswana Ltd
                Barclays House, Khama Crescent   Gaborone
                Gaborone
                BOTSWANA


BRAZIL          Citibank, N.A.                   Citibank, N.A..
                Avenida Paulista, 1111           Sao Paulo
                Sao Paulo, SP 01311-920
                BRAZIL

                BankBoston, N.A.                 BankBoston, N.A.

Rua Libero Badaro, 425-29 andar Sao Paulo Sao Paulo - SP 01009-000
BRAZIL

BULGARIA        ING Bank N.V.                    ING Bank N.V.
                Sofia Branch                     Sofia
                7 Vassil Levski Street
                1000 Sofia
                BULGARIA


CANADA          Canadian Imperial Bank of
                Commerce                         Royal Bank of Canada
                Commerce Court West              Toronto
                Security Level
                Toronto, Ontario M5L 1G9
                CANADA

                Royal Bank of Canada             Royal Bank of Canada
                200 Bay Street, Suite 1500       Toronto
                15th Floor
                Royal Bank Plaza, North Tower
                Toronto
                Ontario M5J 2J5
                CANADA


CHILE           Citibank, N.A.                   Citibank, N.A.
                Avda. Andres Bello 2687          Santiago
                3rd and 5th Floors
                Santiago
                CHILE

COUNTRY           SUB-CUSTODIAN                  CORRESPONDENT BANK
-------           -------------                  ------------------

CHINA -
SHANGHAI        The Hongkong and Shanghai
                Banking                          Citibank, N.A.
                Corporation Limited              New York
                34/F, Shanghai Senmao
                International Building
                101 Yin Cheng East Road
                Pudong
                Shanghai 200120
                THE PEOPLE'S REPUBLIC OF CHINA

SHENZHEN        The Hongkong and Shanghai
                Banking                          The Chase Manhattan Bank
                Corporation Limited              Hong Kong
                1st Floor
                Century Plaza Hotel
                No.1 Chun Feng Lu
                Shenzhen
                THE PEOPLE'S REPUBLIC OF CHINA


COLOMBIA        Cititrust Colombia S.A.          Cititrust Colombia S.A.
                Fiduciaria                       Sociedad
                Sociedad Fiduciaria Santa Fe de
                Bogota Carrera 9a No
                99-02 First Floor Santa Fe de
                Bogota, D.C.
                COLOMBIA


CROATIA         Privredna banka Zagreb d.d.      Privredna banka Zagreb d.d.
                Savska c.28                      Zagreb
                10000 Zagreb
                CROATIA


CYPRUS          The Cyprus Popular Bank Ltd.     Cyprus Popular Bank
                154 Limassol Avenue              Nicosia
                P.O. Box 22032
                CY-1598 Nicosia,
                CYPRUS

CZECH REPUBLIC Ceskoslovenska Obchodni Banka,

                A.S.                             Ceskoslovenska Obchodni
                                                 Banka, A.S
                Na Prikope 14                    Prague
                115 20 Prague 1
                CZECH REPUBLIC


DENMARK         Danske Bank A/S                  Unibank A/S
                2-12 Holmens Kanal               Copenhagen
                DK 1092 Copenhagen K
                DENMARK

                                    3 of 14

COUNTRY           SUB-CUSTODIAN                  CORRESPONDENT BANK
-------           -------------                  ------------------

ECUADOR         Citibank, N.A.                   Citibank, N.A.
                Av. Republica de El Salvador y   Quito
                Naciones Unidas (Esquina)
                Quito
                ECUADOR


EGYPT           Citibank, N.A.                   Citibank, N.A.
                4 Ahmed Pasha Street             Cairo
                Garden City
                Cairo
                EGYPT


ESTONIA         Hansabank                        Esti Uhispank
                Liivalaia 8                      Tallinn
                EE0001 Tallinn
                ESTONIA


FINLAND         Merita Bank Plc                  Chase Manhattan Bank AG
                2598 Custody Services            Frankfurt
                Aleksis Kiven Katu 3-5
                FIN-00020 MERITA, Helsinki
                FINLAND


FRANCE          BNP PARIBAS S.A.                 Chase Manhattan Bank AG
                Ref 256                          Frankfurt
                BP 141
                3, Rue D'Antin
                75078 Paris
                Cedex 02
                FRANCE

                Societe Generale                 Chase Manhattan Bank AG
                50 Boulevard Haussman            Frankfurt
                75009 Paris
                FRANCE

                Credit Agricole Indosuez         Chase Manhattan Bank AG
                96 Blvd. Haussmann               Frankfurt
                75008 Paris
                FRANCE


GERMANY         Dresdner Bank AG                 Chase Manhattan Bank AG
                Juergen-Ponto-Platz 1            Frankfurt
                60284 Frankfurt/Main
                GERMANY

COUNTRY           SUB-CUSTODIAN                  CORRESPONDENT BANK
-------           -------------                  ------------------

GHANA           Barclays Bank of Ghana Limited   Barclays Bank of Ghana Ltd
                Barclays House, High Street      Accra
                Accra
                GHANA


GREECE          HSBC Bank plc                    Chase Manhattan Bank AG
                1, Kolokotroni Street            Frankfurt
                105 62 Athens
                GREECE


HONG KONG       The Hongkong and Shanghai
                Banking                          The Chase Manhattan Bank
                Corporation Limited              Hong Kong
                36th Floor, Sun Hung Kai Centre
                30 Harbour Road
                Wan Chai
                HONG KONG


HUNGARY         Citibank Rt.                     Citibank Rt.
                Szabadsag ter 7-9                Budapest
                H-1051 Budapest V
                HUNGARY


INDIA           The Hongkong and Shanghai
                Banking                          The Hongkong and Shanghai
                Corporation Limited              Banking Corporation Limited
                Sudam Kalu Ahire Marg, Worli     Mumbai
                Mumbai 400 025
                INDIA

                Deutsche Bank AG                 Deutsche Bank AG
                Kodak House                      Mumbai
                222 D.N. Road, Fort
                Mumbai 400 001
                INDIA

                Standard Chartered Bank          Standard Chartered Bank
                Phoenix Centre, Phoenix Mills    Mumbai
                Compound
                Senapati Bapat Marg, Lower Parel
                Mumbai 400 013
                INDIA


INDONESIA       The Hongkong and Shanghai        Standard Chartered Bank
                Banking                          Jakarta
                Corporation Limited
                World Trade Center
                Jl. Jend Sudirman Kav. 29-31
                Jakarta 10023
                INDONESIA

                                    5 of 14

COUNTRY           SUB-CUSTODIAN                  CORRESPONDENT BANK
-------           -------------                  ------------------


                Standard Chartered Bank          Standard Chartered Bank
                Jl. Jend Sudirman Kav. 33-A      Jakarta
                Jakarta 10220
                INDONESIA


IRELAND         Bank of Ireland                  Chase Manhattan Bank AG

International Financial Services Frankfurt Centre
1 Harbourmaster Place
Dublin 1
IRELAND

                Allied Irish Banks, p.l.c.       Chase Manhattan Bank AG
                P.O. Box 518                     Frankfurt
                International Financial Services
                Centre
                Dublin 1
                IRELAND


ISRAEL          Bank Leumi le-Israel B.M.        Bank Leumi Le-Israel B.M.
                35, Yehuda Halevi Street         Tel Aviv
                61000 Tel Aviv
                ISRAEL


ITALY           BNP PARIBAS S.A.                 Chase Manhattan Bank AG
                2 Piazza San Fedele              Frankfurt
                20121 Milan
                ITALY


IVORY COAST     Societe Generale de Banques en   Societe Generale
                Cote                             Paris
                d'Ivoire

JAMAICA         CIBC Trust and Merchant Bank     CIBC Trust and Merchant Bank
                Jamaica Limited                  Jamaica Limited
                23-27 Knutsford Blvd.            Kingston
                Kingston 10
                JAMAICA


JAPAN           The Fuji Bank, Limited           The Chase Manhattan Bank
                6-7 Nihonbashi-Kabutocho         Tokyo
                Chuo-Ku
                Tokyo 103
                JAPAN

COUNTRY           SUB-CUSTODIAN                  CORRESPONDENT BANK
-------           -------------                  ------------------

                The Bank of Tokyo-Mitsubishi,    The Chase Manhattan Bank
                Limited                          Tokyo
                3-2 Nihombashi Hongkucho 1-chome
                Chuo-ku
                Tokyo 103
                JAPAN


JORDAN          Arab Bank Plc                    Arab Bank Plc
                P O Box 950544-5                 Amman
                Amman
                Shmeisani
                JORDAN


KAZAKHSTAN      ABN AMRO Bank Kazakhstan         ABN AMRO Bank Kazakhstan
                45, Khadzhi Mukana Street        Almaty
                480099 Almaty
                KAZAKHSTAN


KENYA           Barclays Bank of Kenya Limited   Barclays Bank of Kenya Ltd
                c/o Barclaytrust Investment      Nairobi
                Services & Limited
                Mezzanine 3, Barclays Plaza,
                Loita Street
                Nairobi
                KENYA


LATVIA          A/S Hansabanka                   A/S Hansabanka
                Kalku iela 26                    Riga
                Riga, LV 1050
                LATVIA


LEBANON         HSBC Bank Middle East            The Chase Manhattan Bank
                Ras-Beirut Branch                New York
                P.O. Box 11-1380
                Abdel Aziz
                Ras-Beirut
                LEBANON


LITHUANIA       Vilniaus Bankas AB               Vilniaus Bankas AB
                Ukmerges str. 41-106             Vilnius
                LT 2662 Vilnius
                LITHUANIA


LUXEMBOURG      Banque Generale du Luxembourg S.AChase Manhattan Bank AG
                50 Avenue J.F. Kennedy           Frankfurt
                L-2951
                LUXEMBOURG

                                    7 of 14

COUNTRY           SUB-CUSTODIAN                  CORRESPONDENT BANK
-------           -------------                  ------------------


MALAYSIA        The Chase Manhattan Bank (M)     The Chase Manhattan Bank
                Berhad                           (M) Berhad
                Menara Dion, Level 26            Kuala Lumpur
                Jalan Sultan Ismail
                50250, Kuala Lumpur
                MALAYSIA

                HSBC Bank Malaysia Berhad        HSBC Bank Malaysia Berhad
                2 Leboh Ampang                   Kuala Lumpur
                50100 Kuala Lumpur
                MALAYSIA


MAURITIUS       The Hongkong and Shanghai BankingThe Hongkong and Shanghai
                Corporation Limited              Banking Corporation Limited
                5/F Les Cascades Building        Port Louis
                Edith Cavell Street
                Port Louis
                MAURITIUS

MEXICO Chase Manhattan Bank Mexico, S.A.Chase Manhattan Bank Mexico, Torre Optima S.A. Paseo de las Palmas #405 Piso 15 Mexico, D.F Lomas de Chapultepec
11000 Mexico, D. F.

                Citibank Mexico, S.A.            Citibank Mexico, S.A.
                Paseo de la Reforma 390          Mexico, D.F
                06695 Mexico, D.F.
                MEXICO


MOROCCO         Banque Commerciale du Maroc S.A. Banque Commerciale du Maroc S.A
                2 Boulevard Moulay Youssef       Casablanca
                Casablanca 20000
                MOROCCO


NAMIBIA         Standard Bank Namibia Limited    Standard Corporate & Merchant
                Mutual Platz                     Bank  Johannesburg
                Cnr. Stroebel and Post Streets
                P.O.Box 3327
                Windhoek
                NAMIBIA


NETHERLANDS     ABN AMRO N.V.                    Chase Manhattan Bank AG
                Kemelstede 2                     Frankfurt
                P. O. Box 3200
                4800 De Breda
                NETHERLANDS

COUNTRY           SUB-CUSTODIAN                  CORRESPONDENT BANK
-------           -------------                  ------------------

                Fortis Bank (Nederland) N.V.     Chase Manhattan Bank AG
                55 Rokin                         Frankfurt
                P.O. Box 243
                1000 AE Amsterdam
                NETHERLANDS


NEW ZEALAND     National Nominees Limited        National Bank of New Zealand
                Level 2 BNZ Tower                Wellington
                125 Queen Street
                Auckland
                NEW ZEALAND


*NIGERIA*       Stanbic Merchant Bank Nigeria    Standard Bank of South Africa
                Limited                          Johannesburg
                188 Awolowo Road
                P.O. Box 54746
                Falomo, Ikoyi
                Lagos
                NIGERIA

NORWAY          Den norske Bank ASA              Den norske Bank ASA
                Stranden 21                      Oslo
                PO Box 1171 Sentrum
                N-0107 Oslo
                NORWAY


OMAN            HSBC Bank Middle East            Oman Arab Bank
                Bait Al Falaj Main Office        Muscat
                Ruwi, Muscat PC 112
                OMAN


PAKISTAN        Citibank, N.A.                   Citibank, N.A.
                AWT Plaza                        Karachi
                I.I. Chundrigar Road
                Karachi 74200
                PAKISTAN

                Deutsche Bank AG                 Deutsche Bank AG
                Unitowers                        Karachi
                I.I. Chundrigar Road
                Karachi 74200
                PAKISTAN

                                    9 of 14

COUNTRY           SUB-CUSTODIAN                  CORRESPONDENT BANK
-------           -------------                  ------------------


                Standard Chartered Bank          Standard Chartered Bank
                Box 4896                         Karachi
                Ismail Ibrahim Chundrigar Road
                Karachi 74200
                PAKISTAN


PERU            Citibank, N.A.                   Banco de Credito del Peru
                Camino Real 457                  Lima
                Torre Real - 5th Floor
                San Isidro, Lima 27
                PERU


PHILIPPINES     The Hongkong and Shanghai BankingThe Hongkong and Shanghai
                Corporation Limited              Banking Corporation Limited
                30/F Discovery Suites            Manila
                25 ADB Avenue
                Ortigas Center
                Pasig City, Manila
                PHILIPPINES


POLAND          Bank Handlowy w. Warszawie S.A.  Bank Rozwoju Eksportu S.A.
                ul. Senatorska 16                Warsaw
                00-082 Warsaw
                POLAND

                Bank Polska Kasa Opieki S.A.     Bank Rozwoju Eksportu S.A.
                11 Lucka street                  Warsaw
                00-950 Warsaw
                POLAND

PORTUGAL Banco Espirito Santo e Comercial Chase Manhattan Bank AG de Lisboa, S.A. Frankfurt Rua Mouzinho da Silveira, 36 R/c 1250 Lisbon
PORTUGAL

Banco Comercial Portugues, S.A. Chase Manhattan Bank AG Rua Augusta, 62174 Frankfurt 1100 Lisbon
PORTUGAL

ROMANIA         ABN AMRO Bank (Romania) S.A.     ABN AMRO Bank (Romania) S.A.
                World Trade Centre Building-E,   Bucharest
                2nd Floor
                Bld. Expozitiei Nr. 2
                78334 Bucharest 1
                ROMANIA

                                    10 of 14

COUNTRY           SUB-CUSTODIAN                  CORRESPONDENT BANK
-------           -------------                  ------------------


                ING Bank N.V.                    ING Bank N.V.
                13-15 Kiseleff Blvd              Bucharest
                Bucharest 1
                ROMANIA


*RUSSIA*        Chase Manhattan Bank             The Chase Manhattan Bank
                International
                1st Tverskaya - Yamskaya, 23     New York
                125047 Moscow                    A/C The Chase Manhattan
                RUSSIA                           London (US$ NOSTRO Account)

                Credit Suisse First Boston AO    The Chase Manhattan Bank
                Nikitsky Pereulok, 5             New York
                103009 Moscow                    A/C The Chase Manhattan
                RUSSIA                           London (US$ NOSTRO Account)

SINGAPORE       Standard Chartered Bank          Oversea-Chinese Banking
                3/F, 6 Battery Road              Corporation
                049909                           Singapore
                SINGAPORE


SLOVAK REPUBLIC Ceskoslovenska Obchodni          Ceskoslovenska Obchodni
                Banka, A.S.                      Banka, A.S.
                Michalska 18                     Bratislava
                815 63 Bratislava
                SLOVAK REPUBLIC


SLOVENIA        Bank Austria Creditanstalt d.d.  Bank Austria Creditanstalt d.d.
                Ljubljana                        Ljubljana
                Kotnikova 5
                SL-61104 Ljubljana
                SLOVENIA


SOUTH AFRICA    The Standard Bank of South       Standard Corporate & Merchant
                Africa Limited                   Bank
                Standard Bank Centre             Johannesburg
                1st Floor
                5 Simmonds Street
                Johannesburg 2001
                SOUTH AFRICA


SOUTH KOREA     The Hongkong and Shanghai BankingThe Hongkong and Shanghai
                Corporation Limited              Banking
                5/F HSBC Building                Corporation Limited
                #25, Bongrae-dong 1-ga           Seoul
                Seoul
                SOUTH KOREA

                                    11 of 14

COUNTRY           SUB-CUSTODIAN                  CORRESPONDENT BANK
-------           -------------                  ------------------


                Standard Chartered Bank          Standard Chartered Bank
                22/F, Seoul Finance Centre       Seoul
                Building 63, Mukyo-dong, Chung-Ku
                Seoul
                SOUTH KOREA


SPAIN           Chase Manhattan Bank CMB, S.A.   Chase Manhattan Bank AG
                Paseo de la Castellana, 51       Frankfurt
                28046 Madrid
                SPAIN


SRI LANKA       The Hongkong and Shanghai BankingThe Hongkong and Shanghai
                Corporation Limited              Banking Corporation Limited
                Unit #02-02, West Block Podium   Colombo
                World Trade Center
                Colombo 1
                SRI LANKA

SWEDEN          Skandinaviska Enskilda Banken    Svenska Handelsbanken
                Sergels Torg 2                   Stockholm
                SE-106 40 Stockholm
                SWEDEN


SWITZERLAND     UBS AG                           UBS AG
                45 Bahnhofstrasse                Zurich
                8021 Zurich
                SWITZERLAND


TAIWAN          The Chase Manhattan Bank         The Chase Manhattan Bank
                14th Floor                       Taipei
                2, Tun Hwa S. Road Sec. 1
                Taipei
                TAIWAN

                The Hongkong and Shanghai BankingThe Hongkong and Shanghai
                Corporation Limited              Banking Corporation Limited
                International Trade Building     Taipei
                16th Floor, Taipei World Trade
                Center
                333 Keelung Road, Section 1
                Taipei 110
                TAIWAN


THAILAND        Standard Chartered Bank          Standard Chartered Bank
                14th Floor, Zone B               Bangkok
                Sathorn Nakorn Tower
                100 North Sathorn Road
                Bangrak, Bangkok 10500
                THAILAND

                                    12 of 14

COUNTRY           SUB-CUSTODIAN                  CORRESPONDENT BANK
-------           -------------                  ------------------


TUNISIA         Banque Internationale Arabe de   Banque Internationale Arabe de
                Tunisie, S.A.                    Tunis
                S.A.
                70-72 Avenue Habib Bourguiba
                P.O. Box 520
                1080 Tunis Cedex
                TUNISIA


TURKEY          The Chase Manhattan Bank         The Chase Manhattan Bank
                Emirhan Cad. No: 145             Istanbul
                Atakule, A Blok Kat:11
                80700-Dikilitas/Besiktas
                Istanbul
                TURKEY


*UKRAINE*       ING Bank Ukraine                 ING Bank Ukraine
                28 Kominterna Street             Kiev
                5th Floor
                Kiev, 252032
                UKRAINE

U.A.E.          HSBC Bank Middle East            The National Bank of Abu Dhabi
                P.O. Box 66                      Abu Dhabi
                Dubai
                UNITED ARAB EMIRATES

U.K.            The Chase Manhattan Bank         National Westminster Bank
                Crosby Court                     London
                Ground Floor
                38 Bishopsgate
                London EC2N 4AJ
                UNITED KINGDOM


URUGUAY         BankBoston, N.A.                 BankBoston, N.A.
                Zabala 1463                      Montevideo
                Montevideo
                URUGUAY


U.S.A.          The Chase Manhattan Bank         The Chase Manhattan Bank
                4 New York Plaza                 New York
                New York
                NY 10004
                U.S.A.

COUNTRY           SUB-CUSTODIAN                  CORRESPONDENT BANK
-------           -------------                  ------------------


VENEZUELA       Citibank, N.A.                   Citibank, N.A.
                Carmelitas a Altagracia          Caracas
                Edificio Citibank
                Caracas 1010
                VENEZUELA

ZAMBIA Barclays Bank of Zambia Limited Barclays Bank of Zambia Ltd Kafue House, Cairo Road Lusaka Lusaka
ZAMBIA

ZIMBABWE Barclays Bank of Zimbabwe LimitedBarclays Bank of Zimbabwe Ltd 2nd Floor, 3 Anchor House Harare Jason Mayo Avenue
Harare

[LOGO]

--------------------------------------------------------------------------------------------------------------------
       COUNTRY                            DEPOSITORY                                            INSTRUMENTS
--------------------------------------------------------------------------------------------------------------------
 Argentina              CVSA                                               Equity, Corporate Debt, Government Debt
                        (Caja de Valores S.A.)
--------------------------------------------------------------------------------------------------------------------
 Argentina              CRYL                                               Government Debt
                        (Central de Registration y Liquidacion de
                        Instrumentos de Endeudamiento Publico)
--------------------------------------------------------------------------------------------------------------------
 Australia              Austraclear Limited                                Corporate Debt, Money Market,
                                                                           Semi-Government Debt
--------------------------------------------------------------------------------------------------------------------
 Australia              CHESS                                              Equity
                        (Clearing House Electronic Sub-register System)
--------------------------------------------------------------------------------------------------------------------
 Australia              RITS                                               Government Debt
                        (Reserve Bank of Australia/Reserve Bank
                        Information and Transfer System)
--------------------------------------------------------------------------------------------------------------------
 Austria                OeKB                                               Equity, Corporate Debt, Government Debt
                        (Oesterreichische Kontrollbank AG)
--------------------------------------------------------------------------------------------------------------------
 Belgium                CIK                                                Equity, Corporate Debt
                        (Caisse Interprofessionnelle de Depots et de
                        Virements de Titres S.A.)
--------------------------------------------------------------------------------------------------------------------
 Belgium                NBB                                                Corporate Debt, Government Debt
                        (National Bank of Belgium)
--------------------------------------------------------------------------------------------------------------------
 Brazil                 CBLC                                               Equity
                        (Companhia Brasileira de Liquidacao e Custodia)
--------------------------------------------------------------------------------------------------------------------
 Brazil                 CETIP                                              Corporate Debt
                        (Central de Custodia e Liquidacao Financiera
                        de Titulos Privados)
--------------------------------------------------------------------------------------------------------------------
 Brazil                 SELIC                                              Government Debt
                        (Sistema Especial de Liquidacao e Custodia)
--------------------------------------------------------------------------------------------------------------------
 Bulgaria               BNB                                                Government Debt
                        (Bulgaria National Bank)
--------------------------------------------------------------------------------------------------------------------
 Bulgaria               CDAD                                               Equity, Corporate Debt
                        (Central Depository A.D.)
--------------------------------------------------------------------------------------------------------------------
 Canada                 CDS                                                Equity, Corporate, Government Debt
                        (The Canadian Depository for Securities
                        Limited)
--------------------------------------------------------------------------------------------------------------------

This document is for information only and is designed to keep you abreast of market conditions and procedures. This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with JP Morgan Chase. JP Morgan Chase has gathered the information from a source it considers reliable, however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby.

April 19, 2001

[LOGO]

--------------------------------------------------------------------------------------------------------------------
       COUNTRY                            DEPOSITORY                                            INSTRUMENTS
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
 Chile                  DCV                                                Equity, Corporate Debt, Government Debt
                        (Deposito Central de Valores S.A.)
--------------------------------------------------------------------------------------------------------------------
 China, Shanghai        SSCCRC                                             Equity
                        (Shanghai Securities Central Clearing and
                        Registration Corporation)
--------------------------------------------------------------------------------------------------------------------
 China, Shenzhen        SSCC                                               Equity
                        (Shenzhen Securities Clearing Company, Limited)
--------------------------------------------------------------------------------------------------------------------
 Colombia               DCV                                                Government Debt
                        (Deposito Central de Valores)
--------------------------------------------------------------------------------------------------------------------
 Colombia               DECEVAL                                            Equity, Corporate Debt, Government Debt
                        (Deposito Centralizado de Valores de Colombia
                        S.A.)
--------------------------------------------------------------------------------------------------------------------
 Croatia                SDA                                                Equity, Government Debt
                        (Central Depository Agency Inc. - Stredisnja
                        depozitarna agencija d.d.)
--------------------------------------------------------------------------------------------------------------------
 Croatia                Ministry of Finance of the Republic of Croatia     Short-term debt issued by the Ministry of
                                                                           Finance.
--------------------------------------------------------------------------------------------------------------------
 Croatia                CNB                                                Short-term debt issued by the National
                        (Croatian National Bank)                           Bank of Croatia.
--------------------------------------------------------------------------------------------------------------------
 Czech Republic         SCP                                                Equity, Corporate Debt, Government Debt
                        (Stredisko cennych papiru)
--------------------------------------------------------------------------------------------------------------------
 Czech Republic         CNB                                                Government Debt
                        (Czech National Bank)
--------------------------------------------------------------------------------------------------------------------
 Denmark                VP                                                 Equity, Corporate Debt, Government Debt
                        (Vaerdipapircentralen A/S)
--------------------------------------------------------------------------------------------------------------------
 Egypt                  MCSD                                               Equity, Corporate Debt
                        (Misr for Clearing, Settlement and Depository,
                        S.A.E.)
--------------------------------------------------------------------------------------------------------------------
 Estonia                ECDS                                               Equity, Corporate Debt, Government Debt
                        (Estonian Central Depository for Securities
                        Limited - Eesti Vaatpaberite Keskdepositoorium)
--------------------------------------------------------------------------------------------------------------------
 Euromarket             DCC                                                Euro-CDs
                        (The Depository and Clearing Centre)
--------------------------------------------------------------------------------------------------------------------
 Euromarket             Clearstream                                        Euro-Debt
                        (Clearstream Banking, S.A.)
--------------------------------------------------------------------------------------------------------------------
 Euromarket             Euroclear                                          Euro-Debt
--------------------------------------------------------------------------------------------------------------------

This document is for information only and is designed to keep you abreast of market conditions and procedures. This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with JP Morgan Chase. JP Morgan Chase has gathered the information from a source it considers reliable, however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby.

April 19, 2001

[LOGO]

--------------------------------------------------------------------------------------------------------------------
       COUNTRY                            DEPOSITORY                                            INSTRUMENTS
--------------------------------------------------------------------------------------------------------------------
 Finland                APK                                                Equity, Corporate Debt, Government Debt
                        (Finnish Central Securities Depository Limited)
--------------------------------------------------------------------------------------------------------------------
 France                 Euroclear France                                   Equity, Corporate Debt, Government Debt
--------------------------------------------------------------------------------------------------------------------
 Germany                Clearstream                                        Equity, Corporate Debt, Government Debt
                        (Clearstream Banking AG)
--------------------------------------------------------------------------------------------------------------------
 Greece                 CSD                                                Equity, Corporate Debt
                        (Central Securities Depository S.A.)
--------------------------------------------------------------------------------------------------------------------
 Greece                 BoG                                                Government Debt
                        (Bank of Greece)
--------------------------------------------------------------------------------------------------------------------
 Hong Kong              HKSCC                                              Equity
                        (Hong Kong Securities Clearing Company Limited)
--------------------------------------------------------------------------------------------------------------------
 Hong Kong              CMU                                                Corporate Debt, Government Debt
                        (Central Moneymarkets Unit)
--------------------------------------------------------------------------------------------------------------------
 Hungary                KELER                                              Equity, Corporate Debt, Government Debt
                        (Central Clearing House and Depository
                        (Budapest) Ltd. - Kozponti Elszamolohaz es
                        Ertektar (Budapest) Rt.)
--------------------------------------------------------------------------------------------------------------------
 India                  NSDL                                               Equity, Corporate Debt, Government Debt
                        (National Securities Depository Limited)
--------------------------------------------------------------------------------------------------------------------
 India                  CDSL                                               Equity
                        (Central Depository Services (India) Limited)
--------------------------------------------------------------------------------------------------------------------
 India                  RBI                                                Government Debt
                        (Reserve Bank of India)
--------------------------------------------------------------------------------------------------------------------
 Indonesia              KSEI                                               Equity, Corporate Debt
                        (PT Kustodian Sentral Efek Indonesia)
--------------------------------------------------------------------------------------------------------------------
 Ireland                CREST                                              Equity, Corporate Debt
                        (CRESTCo Limited)
--------------------------------------------------------------------------------------------------------------------
 Israel                 TASE Clearing House                                Equity, Corporate Debt, Government Debt
                        (Tel Aviv Stock Exchange Clearing House)
--------------------------------------------------------------------------------------------------------------------
 Italy                  Monte Titoli S.p.A.                                Equity, Corporate Debt, Government Debt
--------------------------------------------------------------------------------------------------------------------
 Italy                  Banca d'Italia                                     Government Debt
--------------------------------------------------------------------------------------------------------------------

This document is for information only and is designed to keep you abreast of market conditions and procedures. This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with JP Morgan Chase. JP Morgan Chase has gathered the information from a source it considers reliable, however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby.

April 19, 2001

[LOGO]

--------------------------------------------------------------------------------------------------------------------
       COUNTRY                            DEPOSITORY                                            INSTRUMENTS
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
 Ivory Coast            DC/BR                                              Equity
                        (Le Depositaire Central / Banque de Reglement)
--------------------------------------------------------------------------------------------------------------------
 Japan                  JASDEC                                             Equity, Convertible Debt
                        (Japan Securities Depository Center)
--------------------------------------------------------------------------------------------------------------------
 Japan                  BoJ                                                Registered Government Debt
                        (Bank of Japan)
--------------------------------------------------------------------------------------------------------------------
 Kazahkstan             CSD                                                Equity
                        (Central Securities Depository CJSC)
--------------------------------------------------------------------------------------------------------------------
 Kenya                  CBCD                                               Government Debt
                        (Central Bank Central Depository)
--------------------------------------------------------------------------------------------------------------------
 Latvia                 LCD                                                Equity, Corporate Debt, Government Debt
                        (Latvian Central Depository)
--------------------------------------------------------------------------------------------------------------------
 Lebanon                Midclear S.A.L.                                    Equity
                        (Custodian and Clearing Center of Financial
                        Instruments for Lebanon and the Middle East
                        S.A.L.)
--------------------------------------------------------------------------------------------------------------------
 Lithuania              CSDL                                               Equity, Corporate Debt, Government Debt
                        (Central Securities Depository of Lithuania)
--------------------------------------------------------------------------------------------------------------------
 Luxembourg             Clearstream                                        Equity
                        (Clearstream Banking S.A.)
--------------------------------------------------------------------------------------------------------------------
 Malaysia               MCD                                                Equity, Corporate Debt, Government Debt
                        (Malaysian Central Depository Sdn. Bhd.)
--------------------------------------------------------------------------------------------------------------------
 Mauritius              CDS                                                Equity, Corporate Debt
                        (Central Depository and Settlement Company
                        Limited)
--------------------------------------------------------------------------------------------------------------------
 Mexico                 INDEVAL                                            Equity, Corporate Debt, Government Debt
                        (S.D. INDEVAL S.A. de C.V.)
--------------------------------------------------------------------------------------------------------------------
 Morocco                Maroclear                                          Equity, Corporate Debt, Government Debt
--------------------------------------------------------------------------------------------------------------------
 Netherlands            NECIGEF                                            Equity, Corporate Debt, Government Debt
                        (Nederlands Centraal Insituut voor Giraal
                        Effectenverkeer B.V.)
--------------------------------------------------------------------------------------------------------------------
 New Zealand            NZCSD                                              Equity, Corporate Debt, Government Debt
                        (New Zealand Central Securities Depository)
--------------------------------------------------------------------------------------------------------------------

This document is for information only and is designed to keep you abreast of market conditions and procedures. This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with JP Morgan Chase. JP Morgan Chase has gathered the information from a source it considers reliable, however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby.

April 19, 2001

[LOGO]

--------------------------------------------------------------------------------------------------------------------
       COUNTRY                            DEPOSITORY                                            INSTRUMENTS
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
 Nigeria                CSCS                                               Equity, Corporate Debt, Government Debt
                        (Central Securities Clearing System Limited)
--------------------------------------------------------------------------------------------------------------------
 Norway                 VPS                                                Equity, Corporate Debt, Government Debt
                        (Verdipapirsentralen)
--------------------------------------------------------------------------------------------------------------------
 Oman                   MDSRC                                              Equity, Corporate Debt
                        (The Muscat Depository and Securities
                        Registration Company, S.A.O.C.)
--------------------------------------------------------------------------------------------------------------------
 Pakistan               CDC                                                Equity, Corporate Debt
                        (Central Depository Company of Pakistan
                        Limited)
--------------------------------------------------------------------------------------------------------------------
 Pakistan               SBP                                                Government Debt
                        (State Bank of Pakistan)
--------------------------------------------------------------------------------------------------------------------
 Peru                   CAVALI                                             Equity, Corporate Debt, Government Debt
                        (CAVALI ICLV S.A.)
--------------------------------------------------------------------------------------------------------------------
 Philippines            PCD                                                Equity
                        (Philippine Central Depository, Inc.)
--------------------------------------------------------------------------------------------------------------------
 Philippines            ROSS                                               Government Debt
                        (Bangko Sentral ng Pilipinas / Register of
                        Scripless Securities)
--------------------------------------------------------------------------------------------------------------------
Poland                 NDS                                                Equity, Long-Term Government Debt
                        (National Depository for Securities S.A.)
--------------------------------------------------------------------------------------------------------------------
Poland                 CRT                                                Short-Term Government Debt
                        (Central Registry of Treasury-Bills)
--------------------------------------------------------------------------------------------------------------------
 Portugal               CVM                                                Equity, Corporate Debt, Government Debt
                        (Central de Valores Mobiliarios e Sistema de
                        Liquidacao e Compensacao)
--------------------------------------------------------------------------------------------------------------------
 Romania                SNCDD                                              Equity
                        (National Company for Clearing, Settlement and
                        Depository for Securities)
--------------------------------------------------------------------------------------------------------------------
 Romania                BSE                                                Equity
                        (Bucharest Stock Exchange Registry)
--------------------------------------------------------------------------------------------------------------------
 Russia                 VTB                                                Equity, Corporate Debt, Government Debt
                        (Vneshtorgbank)                                    (Ministry of Finance Bonds)
--------------------------------------------------------------------------------------------------------------------

This document is for information only and is designed to keep you abreast of market conditions and procedures. This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with JP Morgan Chase. JP Morgan Chase has gathered the information from a source it considers reliable, however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby.

April 19, 2001

[LOGO]

--------------------------------------------------------------------------------------------------------------------
       COUNTRY                            DEPOSITORY                                            INSTRUMENTS
--------------------------------------------------------------------------------------------------------------------

 Russia                 NDC                                                Equity, Corporate Debt, Government Debt
                        (National Depository Centre)
--------------------------------------------------------------------------------------------------------------------
 Russia                 DCC                                                Equity
                        (Depository Clearing Company)
--------------------------------------------------------------------------------------------------------------------
 Singapore              CDP                                                Equity, Corporate Debt
                        (The Central Depository (Pte) Limited)
--------------------------------------------------------------------------------------------------------------------
 Singapore              SGS                                                Government Debt
                        (Monetary Authority of Singapore / Singapore
                        Government Securities Book-Entry System)
--------------------------------------------------------------------------------------------------------------------
 Slovak Republic        SCP                                                Equity, Corporate Debt, Government Debt
                        (Stredisko cennych papierov SR Bratislava,
                        a.s.)
--------------------------------------------------------------------------------------------------------------------
 Slovak Republic        NBS                                                Government Debt
                        (National Bank of Slovakia)
--------------------------------------------------------------------------------------------------------------------
 Slovenia               KDD                                                Equity, Corporate Debt, Government Debt
                        (Centralna klirinsko depotna druzba d.d.)
--------------------------------------------------------------------------------------------------------------------
 South Africa           CDL                                                Corporate Debt, Government Debt
                        (Central Depository (Pty) Limited)
--------------------------------------------------------------------------------------------------------------------
 South Africa           STRATE                                             Equity
                        (Share Transactions Totally Electronic)
--------------------------------------------------------------------------------------------------------------------
 South Korea            KSD                                                Equity, Corporate Debt, Government Debt
                        (Korea Securities Depository)
--------------------------------------------------------------------------------------------------------------------
 Spain                  SCLV                                               Equity, Corporate Debt
                        (Servicio de Compensacion y Liquidacion de Valores,
                        S.A.)
--------------------------------------------------------------------------------------------------------------------
 Spain                  CBEO                                               Government Debt
                        (Banco de Espana / Central Book Entry Office)
--------------------------------------------------------------------------------------------------------------------
 Sri Lanka              CDS                                                Equity, Corporate Debt
                        (Central Depository System (Private) Limited)
--------------------------------------------------------------------------------------------------------------------
 Sweden                 VPC                                                Equity, Corporate Debt, Government Debt
                        (Vardepapperscentralen AB)
--------------------------------------------------------------------------------------------------------------------

This document is for information only and is designed to keep you abreast of market conditions and procedures. This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with JP Morgan Chase. JP Morgan Chase has gathered the information from a source it considers reliable, however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby.

April 19, 2001

[LOGO]

--------------------------------------------------------------------------------------------------------------------
       COUNTRY                            DEPOSITORY                                            INSTRUMENTS
--------------------------------------------------------------------------------------------------------------------
 Switzerland            SIS                                                Equity, Corporate Debt, Government Debt
                        (SIS SegaInterSettle AG)
--------------------------------------------------------------------------------------------------------------------
 Taiwan                 TSCD                                               Equity, Government Debt
                        (Taiwan Securities Central Depository Co.,
                        Ltd.)
--------------------------------------------------------------------------------------------------------------------
 Thailand               TSD                                                Equity, Corporate Debt, Government Debt
                        (Thailand Securities Depository Company
                        Limited)
--------------------------------------------------------------------------------------------------------------------
 Tunisia                STICODEVAM                                         Equity, Corporate Debt, Government Debt
                        (Societe Tunisienne Interprofessionnelle pour
                        la Compensation et le Depot des Valeurs
                        Mobilieres)
--------------------------------------------------------------------------------------------------------------------
 Turkey                 TAKASBANK                                          Equity, Corporate Debt, Government Debt
                        (IMKB Takas ve Saklama Bankasi A.S.)
--------------------------------------------------------------------------------------------------------------------
 United Kingdom         CREST                                              Equity, Corporate Debt, Government Debt
                        (CRESTCo Limited)
--------------------------------------------------------------------------------------------------------------------
 United Kingdom         CMO                                                Sterling & Euro CDs, Commercial Paper
                        (Central Moneymarkets Office)
--------------------------------------------------------------------------------------------------------------------
 United States          DTC                                                Equity, Corporate Debt
                        (Depository Trust Company)
--------------------------------------------------------------------------------------------------------------------
 United States          PTC                                                Mortgage Back Debt
                        (Participants Trust Company)
--------------------------------------------------------------------------------------------------------------------
 United States          FED                                                Government Debt
                        (The Federal Reserve Book-Entry System)
--------------------------------------------------------------------------------------------------------------------
 Uruguay                BCU                                                Corporate Debt, Government Debt
                        (Banco Central del Uruguay)
--------------------------------------------------------------------------------------------------------------------
 Venezuela              BCV                                                Government Debt
                        (Banco Central de Venezuela)
--------------------------------------------------------------------------------------------------------------------
 Zambia                 CSD                                                Equity, Government Debt
                        (LuSE Central Shares Depository Limited)
--------------------------------------------------------------------------------------------------------------------
 Zambia                 BoZ                                                Government Debt
                        (Bank of Zambia)
--------------------------------------------------------------------------------------------------------------------

This document is for information only and is designed to keep you abreast of market conditions and procedures. This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with JP Morgan Chase. JP Morgan Chase has gathered the information from a source it considers reliable, however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby.

April 19, 2001

EXHIBIT 1 - AMENDMENT #1

The following is an amendment ("Amendment") to the Global Custody Agreement dated June 25, 2001 (the "Agreement") by and between The Chase Manhattan Bank ("Bank") and each open-end management investment company listed on Exhibit 1 thereto (each a "Trust," collectively "Customer"). This Amendment serves to update the names of the Trusts and certain of their portfolios (each a "Fund") listed on Exhibit 1. Bank and Customer hereby agree that all of the terms and conditions as set forth in the Agreement are hereby incorporated by reference with respect to the Trusts and Funds listed below.

Exhibit 1 is hereby amended as follows:

Vanguard Bond Index Funds
Vanguard Intermediate-Term Bond Index Fund Vanguard Long-Term Bond Index Fund Vanguard Short-Term Bond Index Fund Vanguard Total Bond Market Index Fund

Vanguard Fixed Income Securities Funds
Vanguard GNMA Fund
Vanguard High-Yield Corporate Fund Vanguard Inflation Protected Securities Fund Vanguard Long-Term Corporate Fund

Vanguard Index Funds
Vanguard 500 Index Fund
Vanguard Extended Market Index Fund Vanguard Growth Index Fund
Vanguard Small-Cap Index Fund
Vanguard Total Stock Market Index Fund Vanguard Value Index Fund

Vanguard Specialized Funds
Vanguard Health Care Fund
Vanguard Precious Metals Fund

Vanguard STAR Funds
Vanguard Developed Markets Index Fund Vanguard Institutional Developed Markets Index Fund Vanguard LifeStrategy Conservative Growth Fund Vanguard LifeStrategy Growth Fund Vanguard LifeStrategy Income Fund Vanguard LifeStrategy Moderate Growth Fund

Vanguard Tax-Managed Funds
Vanguard Tax-Managed Balanced Fund Vanguard Tax-Managed Capital Appreciation Fund Vanguard Tax-Managed Growth and Income Fund Vanguard Tax-Managed Small-Cap Fund

Vanguard Wellesley Income Fund

Vanguard Wellington Fund

Chase Manhattan Bank                   Each Fund listed on Exhibit 1

By:      /s James E. Cecere, Jr.       By:      /s Robert D. Snowden

Name:    James E. Cecere, Jr.          Name:    Robert D. Snowden

Title:   Vice President                Title:   Assistant Treasurer

EXHIBIT 1 - AMENDMENT #2

The following is an amendment ("Amendment") to the Global Custody Agreement dated June 25, 2001 and amended July 23, 2001 (the "Agreement") by and between JPMorgan Chase Bank (previously The Chase Manhattan Bank) ("Bank") and each open-end management investment company listed on Exhibit 1 thereto (each a "Trust," collectively "Customer"). This Amendment serves to update the names of the Trusts and certain of their portfolios (each a "Fund") listed on Exhibit 1. Bank and Customer hereby agree that all of the terms and conditions as set forth in the Agreement are hereby incorporated by reference with respect to the Trusts and Funds listed below.

Exhibit 1 is hereby amended as follows:

Vanguard Bond Index Funds
Vanguard Intermediate-Term Bond Index Fund Vanguard Long-Term Bond Index Fund Vanguard Short-Term Bond Index Fund Vanguard Total Bond Market Index Fund

Vanguard Fixed Income Securities Funds
Vanguard GNMA Fund
Vanguard High-Yield Corporate Fund Vanguard Inflation Protected Securities Fund Vanguard Long-Term Corporate Fund

Vanguard Index Funds
Vanguard 500 Index Fund
Vanguard Extended Market Index Fund Vanguard Growth Index Fund
Vanguard Small-Cap Index Fund
Vanguard Total Stock Market Index Fund Vanguard Value Index Fund

Vanguard Institutional Index Funds
Vanguard Institutional Total Bond Market Index Fund

Vanguard Specialized Funds
Vanguard Health Care Fund
Vanguard Precious Metals Fund

Vanguard STAR Funds
Vanguard Developed Markets Index Fund Vanguard Institutional Developed Markets Index Fund Vanguard LifeStrategy Conservative Growth Fund Vanguard LifeStrategy Growth Fund Vanguard LifeStrategy Income Fund Vanguard LifeStrategy Moderate Growth Fund

Vanguard Tax-Managed Funds
Vanguard Tax-Managed Balanced Fund Vanguard Tax-Managed Capital Appreciation Fund Vanguard Tax-Managed Growth and Income Fund Vanguard Tax-Managed Small-Cap Fund

JPMorgan Chase Bank                             Each Fund listed on Exhibit 1

By:      /s James E. Cecere, Jr.                By:      /s Thomas J. Higgins

Name:    James E. Cecere, Jr.                   Name:    Thomas J. Higgins

Title:   Vice President                         Title:   Treasurer

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectuses and Statement of Additional Information constituting parts of this Post-Effective Amendment No. 16 to the registration statement on Form N-1A (the "Registration Statement") of our report dated November 30, 2001, relating to the financial statements and financial highlights appearing in the October 31, 2001 Annual Report to Shareholders of Vanguard Selected Value Fund, which is also incorporated by reference into the Registration Statement. We also consent to the references to us under the heading "Financial Highlights" in the Prospectuses and under the headings "Financial Statements" and "Service Providers--Independent Accountants" in the Statement of Additional Information.

PricewaterhouseCoopers LLP
Philadelphia, PA

June 19, 2002

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectuses and Statement of Additional Information constituting parts of this Post-Effective amendment No. 36 to the Registration Statement on Form N-1A of Vanguard Whitehall Funds (the "Registration Statement") of (i) our report dated December 4, 2001, relating to the financial statements and financial highlights of Provident Investment Counsel Mid Cap Fund A, and (ii) our report dated December 4, 2001, relating to the financial statements and selected ratio data of PIC Mid Cap Portfolio, which appears in the October 31, 2001 Annual Report to Shareholders of Provident Investment Counsel Mid Cap Fund A, which are also incorporated by reference into the Registration Statement. We also consent to the references to us under the heading "Financial Highlights" in the Prospectuses and under the headings "Service Providers--Independent Accountants" and "Financial Statements" in the Statement of Additional Information.

PricewaterhouseCoopers LLP
New York, New York

June 26, 2002

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectuses and Statement of Additional Information constituting parts of this Post-Effective Amendment No. 36 to the Registration Statement on Form N-1A of Vanguard Whitehall Funds (the "Registration Statement") of our report dated December 21, 2002, relating to the financial statements and financial highlights appearing in the October 31, 2001 Annual Report to Shareholders of Schroder International Smaller Companies Fund, which are also incorporated by reference into the Registration Statement. We also consent to the references to us under the heading "Financial Highlights" in the Prospectuses and under the heading "Financial Statements" in the Statement of Additional Information.

PricewaterhouseCoopers LLP
Philadelphia, PA

June 25, 2002