Form 485BPOS VANGUARD WINDSOR FUNDS

February 27, 2019 6:05 AM EST

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form N-1A
 
REGISTRATION STATEMENT (NO. 2-14336)  
UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 135 [X]
and
REGISTRATION STATEMENT (NO. 811-00834) UNDER THE INVESTMENT COMPANY ACT
OF 1940  
Amendment No. 138 [X]

 

VANGUARD WINDSOR FUNDS
(Exact Name of Registrant as Specified in Declaration of Trust)
 
P.O. Box 2600, Valley Forge, PA 19482
(Address of Principal Executive Office)
 
Registrant’s Telephone Number (610) 669-1000
 
Anne E. Robinson, Esquire
P.O. Box 876
Valley Forge, PA 19482

 

Approximate Date of Proposed Public Offering:
It is proposed that this filing will become effective (check appropriate box)
[ ] immediately upon filing pursuant to paragraph (b)
[X] on February 27, 2019 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of rule 485
If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective date for a
  previously filed post-effective amendment.

 


Vanguard WindsorFund
Prospectus
 
February 27, 2019
 
Investor Shares & Admiral™ Shares
Vanguard Windsor Fund Investor Shares (VWNDX)
Vanguard Windsor Fund Admiral Shares (VWNEX)
 
 
 
 
This prospectus contains financial data for the Fund through the fiscal year ended October 31, 2018.
The Securities and Exchange Commission (SEC) has not approved or disapproved these securities or
passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

 


 

Contents      
 
 
Fund Summary 1 Investing With Vanguard 22
More on the Fund 6 Purchasing Shares 22
The Fund and Vanguard 13 Converting Shares 25
Investment Advisors 13 Redeeming Shares 26
Dividends, Capital Gains, and Taxes 15 Exchanging Shares 30
Share Price 18 Frequent-Trading Limitations 31
Financial Highlights 20 Other Rules You Should Know 33
    Fund and Account Updates 37
    Employer-Sponsored Plans 39
    Contacting Vanguard 40
    Additional Information 41
    Glossary of Investment Terms 42

 


 

Fund Summary

Investment Objective

The Fund seeks to provide long-term capital appreciation and income.

Fees and Expenses

The following table describes the fees and expenses you may pay if you buy and hold Investor Shares or Admiral Shares of the Fund.

Shareholder Fees    
(Fees paid directly from your investment)    
  Investor Shares Admiral Shares
Sales Charge (Load) Imposed on Purchases None None
Purchase Fee None None
Sales Charge (Load) Imposed on Reinvested Dividends None None
Redemption Fee None None
Account Service Fee (for certain fund account balances below $20/year $20/year
$10,000)    
 
Annual Fund Operating Expenses    
(Expenses that you pay each year as a percentage of the value of your investment)  
  Investor Shares Admiral Shares
Management Fees 0.30% 0.21%
12b-1 Distribution Fee None None
Other Expenses 0.01% 0.00%
Total Annual Fund Operating Expenses 0.31% 0.21%

 

Examples

The following examples are intended to help you compare the cost of investing in the Fund’s Investor Shares or Admiral Shares with the cost of investing in other mutual funds. They illustrate the hypothetical expenses that you would incur over various periods if you were to invest $10,000 in the Fund’s shares. These examples assume that the shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you were to redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

  1 Year 3 Years 5 Years 10 Years
Investor Shares $32 $100 $174 $393
Admiral Shares $22 $68 $118 $268

 

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Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense examples, reduce the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 33% of the average value of its portfolio.

Principal Investment Strategies

The Fund invests mainly in large- and mid-capitalization companies whose stocks are considered by an advisor to be undervalued. Undervalued stocks are generally those that are out of favor with investors and that the advisor believes are trading at prices that are below average in relation to measures such as earnings and book value. The Fund uses multiple investment advisors. Each advisor independently selects and maintains a portfolio of common stocks for the Fund.

Principal Risks

An investment in the Fund could lose money over short or long periods of time. You should expect the Fund’s share price and total return to fluctuate within a wide range. The Fund is subject to the following risks, which could affect the Fund’s performance:

Stock market risk, which is the chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices.

Investment style risk, which is the chance that returns from large- and mid-capitalization value stocks will trail returns from the overall stock market. Large- and mid-cap value stocks each tend to go through cycles of doing better—or worse—than other segments of the stock market or the stock market in general. These periods have, in the past, lasted for as long as several years. Historically, mid-cap value stocks have been more volatile in price than large-cap value stocks. The stock prices of mid-size companies tend to experience greater volatility because, among other things, mid-size companies tend to be more sensitive to changing economic conditions.

Manager risk, which is the chance that poor security selection will cause the Fund to underperform relevant benchmarks or other funds with a similar investment objective. In addition, significant investment in the financial sector subjects the Fund to proportionately higher exposure to the risks of this sector.

An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

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Annual Total Returns

The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund‘s Investor Shares has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the share classes presented compare with those of a relevant market index, which has investment characteristics similar to those of the Fund. Keep in mind that the Fund’s past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.

Annual Total Returns — Vanguard Windsor Fund Investor Shares


During the periods shown in the bar chart, the highest return for a calendar quarter was 18.93% (quarter ended September 30, 2009), and the lowest return for a quarter was –17.68% (quarter ended September 30, 2011).

Average Annual Total Returns for Periods Ended December 31, 2018

 

  1 Year 5 Years 10 Years
Vanguard Windsor Fund Investor Shares      
Return Before Taxes –12.46% 4.86% 11.96%
Return After Taxes on Distributions –14.88 3.15 10.90
Return After Taxes on Distributions and Sale of Fund Shares –5.64 3.72 9.94
Vanguard Windsor Fund Admiral Shares      
Return Before Taxes –12.36% 4.96% 12.07%
Russell 1000 Value Index      
(reflects no deduction for fees, expenses, or taxes) –8.27% 5.95% 11.18%

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Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are shown only for the Investor Shares and may differ for each share class. After-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.

Investment Advisors

Pzena Investment Management, LLC (Pzena)

Wellington Management Company LLP (Wellington Management)

Portfolio Managers

Richard Pzena, Managing Principal and co-Chief Investment Officer of Pzena. He has co-managed a portion of the Fund since 2012.

John J. Flynn, Principal and Portfolio Manager at Pzena. He has co-managed a portion of the Fund since 2017.

Benjamin S. Silver, CFA, CPA, Principal and Portfolio Manager at Pzena. He has co-managed a portion of the Fund since 2014.

David W. Palmer, CFA, Senior Managing Director and Equity Portfolio Manager at Wellington Management. He has managed a portion of the Fund since 2018.

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Purchase and Sale of Fund Shares

You may purchase or redeem shares online through our website (vanguard.com), by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). The minimum investment amount required to open and maintain a Fund account for Investor Shares or Admiral Shares is $3,000 or $50,000, respectively. The minimum investment amount required to add to an existing Fund account is generally $1. Financial intermediaries, institutional clients, and Vanguard-advised clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Admiral Shares. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility. If you are investing through an employer-sponsored retirement or savings plan, your plan administrator or your benefits office can provide you with detailed information on how you can invest through your plan.

Tax Information

The Fund’s distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-advantaged account, such as an IRA or an employer-sponsored retirement or savings plan, special tax rules apply.

Payments to Financial Intermediaries

The Fund and its investment advisors do not pay financial intermediaries for sales of Fund shares.

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More on the Fund

This prospectus describes the principal risks you would face as a Fund shareholder. It is important to keep in mind one of the main principles of investing: generally, the higher the risk of losing money, the higher the potential reward. The reverse, also, is generally true: the lower the risk, the lower the potential reward. As you consider an investment in any mutual fund, you should take into account your personal tolerance

for fluctuations in the securities markets. Look for this symbol throughout the prospectus. It is used to mark detailed information about the more significant risks that you would confront as a Fund shareholder. To highlight terms and concepts important to mutual fund investors, we have provided Plain Talk® explanations along the way. Reading the prospectus will help you decide whether the Fund is the right investment for you. We suggest that you keep this prospectus for future reference.

Share Class Overview

The Fund offers two separate classes of shares: Investor Shares and Admiral Shares.

Both share classes offered by the Fund have the same investment objective, strategies, and policies. However, different share classes have different expenses; as a result, their investment returns will differ.

Plain Talk About Fund Expenses
 
All mutual funds have operating expenses. These expenses, which are deducted
from a fund’s gross income, are expressed as a percentage of the net assets of
the fund. Assuming that operating expenses remain as stated in the Fees and
Expenses section, Vanguard Windsor Fund’s expense ratios would be as follows:
for Investor Shares, 0.31%, or $3.10 per $1,000 of average net assets; for
Admiral Shares, 0.21%, or $2.10 per $1,000 of average net assets. The average
expense ratio for multi-cap value funds in 2017 was 1.06%, or $10.60 per $1,000
of average net assets (derived from data provided by Lipper, a Thomson Reuters
Company, which reports on the mutual fund industry).

 

Plain Talk About Costs of Investing
 
Costs are an important consideration in choosing a mutual fund. That is because
you, as a shareholder, pay a proportionate share of the costs of operating a fund
and any transaction costs incurred when the fund buys or sells securities. These
costs can erode a substantial portion of the gross income or the capital
appreciation a fund achieves. Even seemingly small differences in expenses can,
over time, have a dramatic effect on a fund‘s performance.

 

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The following sections explain the principal investment strategies and policies that the Fund uses in pursuit of its objective. The Fund‘s board of trustees, which oversees the Fund‘s management, may change investment strategies or policies in the interest of shareholders without a shareholder vote, unless those strategies or policies are designated as fundamental.

Market Exposure

The Fund invests mainly in large- and mid-capitalization companies (although the advisors will occasionally select companies with lower market capitalizations) whose stocks are considered by an advisor to be undervalued. Undervalued stocks are generally those that are out of favor with investors and that the advisor believes are trading at prices that are below average in relation to measures such as earnings and book value.

Stocks of publicly traded companies are often classified according to market capitalization, which is the market value of a company’s outstanding shares. These classifications typically include small-cap, mid-cap, and large-cap. It is important to understand that there are no “official” definitions of small-, mid-, and large-cap, even among Vanguard fund advisors, and that market capitalization ranges can change over time. The asset-weighted median market capitalization of the Fund’s stock holdings as of October 31, 2018, was $36.5 billion.


The Fund is subject to stock market risk, which is the chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices.

Plain Talk About Growth Funds and Value Funds
 
Growth investing and value investing are two styles employed by stock-fund
managers. Growth funds generally invest in stocks of companies believed to have
above-average potential for growth in revenue, earnings, cash flow, or other
similar criteria. These stocks typically have low dividend yields, if any, and above-
average prices in relation to measures such as earnings and book value. Value
funds typically invest in stocks whose prices are below average in relation to
those measures; these stocks often have above-average dividend yields. Value
stocks also may remain undervalued by the market for long periods of time.
Growth and value stocks have historically produced similar long-term returns,
though each category has periods when it outperforms the other.

 

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The Fund is subject to investment style risk, which is the chance that returns from large- and mid-capitalization value stocks will trail returns from the overall stock market. Large- and mid-cap value stocks each tend to go through cycles of doing better—or worse—than other segments of the stock market or the stock market in general. These periods have, in the past, lasted for as long as several years. Historically, mid-cap value stocks have been more volatile in price than large-cap value stocks. The stock prices of mid-size companies tend to experience greater volatility because, among other things, mid-size companies tend to be more sensitive to changing economic conditions.

Security Selection

The Fund uses multiple investment advisors. Each advisor independently selects and maintains a portfolio of common stocks for the Fund.

Each advisor employs active investment management methods, which means that securities are bought and sold according to the advisor’s evaluations of companies and their financial prospects, the prices of the securities, and the stock market and the economy in general. Each advisor will sell a security when, in the view of the advisor, it is no longer as attractive as an alternative investment or if the advisor deems it to be in the best interest of the Fund. Different advisors may reach different conclusions on the same security.

Although each advisor uses a different process to select securities, each is committed to investing in large- and mid-cap stocks that, in the advisor’s opinion, are undervalued. Undervalued stocks are generally those that are out of favor with investors and that the advisor believes are trading at prices that are below average in relation to measures such as earnings and book value.

Wellington Management relies on the depth and experience of its investment team and supporting global industry analysts to identify stocks that the advisor believes are undervalued by the market. The portfolio typically offers prospective growth of earnings plus a dividend yield comparable with broad market averages, while at the same time being undervalued relative to the market.

Pzena utilizes a fundamental, bottom-up, deep-value-oriented investment strategy. Pzena seeks to buy good businesses at low prices, focusing exclusively on companies that are underperforming their historically demonstrated earnings power.

Pzena conducts intensive fundamental research, investing in companies only when all three of the following criteria are generally met: (1) the company’s identified problems, if any, are temporary; (2) the company’s management has a viable strategy to generate a recovery in earnings; and (3) there is meaningful downside protection in case the earnings recovery does not materialize.

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The Fund is subject to manager risk, which is the chance that poor security selection will cause the Fund to underperform relevant benchmarks or other funds with a similar investment objective. In addition, significant investment in the financial sector subjects the Fund to proportionately higher exposure to the risks of this sector.

Other Investment Policies and Risks

In addition to investing in undervalued common stocks, the Fund may make other kinds of investments to achieve its objective.

The Fund may invest a limited portion, up to 30%, of its assets in foreign securities, which may include depositary receipts. Foreign securities may be traded on U.S. or foreign markets. To the extent that it owns foreign securities, the Fund is subject to country risk and currency risk. Country risk is the chance that world events—such as political upheaval, financial troubles, or natural disasters—will adversely affect the value of securities issued by companies in foreign countries. In addition, the prices of foreign stocks and the prices of U.S. stocks have, at times, moved in opposite directions. Currency risk is the chance that the value of a foreign investment, measured in U.S. dollars, will decrease because of unfavorable changes in currency exchange rates.

The Fund may invest in money market instruments; fixed income securities; convertible securities; and other equity securities, such as preferred stocks. The Fund may invest up to 15% of its net assets in illiquid securities.

The Fund may invest, to a limited extent, in derivatives. Generally speaking, a derivative is a financial contract whose value is based on the value of a financial asset (such as a stock, a bond, or a currency), a physical asset (such as gold, oil, or wheat), a market index, or a reference rate. Investments in derivatives may subject the Fund to risks different from, and possibly greater than, those of investments directly in the underlying securities or assets. The Fund will not use derivatives for speculation or for the purpose of leveraging (magnifying) investment returns.

The Fund may enter into foreign currency exchange forward contracts, which are a type of derivative. A foreign currency exchange forward contract is an agreement to buy or sell a currency at a specific price on a specific date, usually 30, 60, or 90 days in the future. In other words, the contract guarantees an exchange rate on a given date. Advisors of funds that invest in foreign securities can use these contracts to guard against unfavorable changes in currency exchange rates. These contracts, however, would not prevent the Fund‘s securities from falling in value as a result of risks other than unfavorable currency exchange movements.

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Plain Talk About Derivatives
 
Derivatives can take many forms. Some forms of derivatives—such as exchange-
traded futures and options on securities, commodities, or indexes—have been
trading on regulated exchanges for decades. These types of derivatives are
standardized contracts that can easily be bought and sold and whose market
values are determined and published daily. On the other hand, non-exchange-
traded derivatives—such as certain swap agreements and foreign currency
exchange forward contracts—tend to be more specialized or complex and may be
more difficult to accurately value.

 

The Vanguard Group, Inc. (Vanguard) administers a small portion of the Fund‘s assets to facilitate cash flows to and from the Fund‘s advisors. The Fund may invest these assets in equity futures, which are a type of derivative, and/or shares of exchange-traded funds (ETFs), including ETF Shares issued by Vanguard stock funds. These equity futures and ETFs typically provide returns similar to those of common stocks. The Fund may also purchase futures or ETFs when doing so will reduce the Fund‘s transaction costs or have the potential to add value because the instruments are favorably priced. Vanguard receives no additional revenue from Fund assets invested in ETF Shares of other Vanguard funds. Fund assets invested in ETF Shares are excluded when allocating to the Fund its share of the costs of Vanguard operations.

Cash Management

The Fund‘s daily cash balance may be invested in Vanguard Market Liquidity Fund and/or Vanguard Municipal Cash Management Fund (each, a CMT Fund), which are low-cost money market funds. When investing in a CMT Fund, the Fund bears its proportionate share of the expenses of the CMT Fund in which it invests. Vanguard receives no additional revenue from Fund assets invested in a CMT Fund.

Methods Used to Meet Redemption Requests

Under normal circumstances, the Fund typically expects to meet redemptions with positive cash flows. When this is not an option, the Fund seeks to first meet redemptions from a cash or cash equivalent reserve. Alternatively, Vanguard may instruct the advisors to sell a cross section of the Fund’s holdings to meet redemptions, while also factoring in transaction costs. Additionally, the Fund may work with larger clients to implement their redemptions in a manner that is least disruptive to the portfolio; see “Potentially disruptive redemptions” under Redeeming Shares in the

Investing With Vanguard section.

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Under certain circumstances, including under stressed market conditions, there are additional tools that the Fund may use in order to meet redemptions, including advancing the settlement of market trades with counterparties to match investor redemption payments or delaying settlement of an investor’s transaction to match trade settlement within regulatory requirements. The Fund may also suspend payment of redemption proceeds for up to seven days; see “Emergency circumstances” under Redeeming Shares in the Investing With Vanguard section. Additionally under these unusual circumstances, the Fund may borrow money (subject to certain regulatory conditions and if available under board-approved procedures) through an interfund lending facility or through a bank line-of-credit, including a joint committed credit facility, in order to meet redemption requests.

Temporary Investment Measures

The Fund may temporarily depart from its normal investment policies and strategies when an advisor believes that doing so is in the Fund‘s best interest, so long as the strategy or policy employed is consistent with the Fund‘s investment objective. For instance, the Fund may invest beyond its normal limits in derivatives or exchange-traded funds that are consistent with the Fund‘s investment objective when those instruments are more favorably priced or provide needed liquidity, as might be the case if the Fund is transitioning assets from one advisor to another or receives large cash flows that it cannot prudently invest immediately.

In addition, the Fund may take temporary defensive positions that are inconsistent with its normal investment policies and strategies—for instance, by allocating substantial assets to cash equivalent investments or other less volatile instruments—in response to adverse or unusual market, economic, political, or other conditions. In doing so, the Fund may succeed in avoiding losses but may otherwise fail to achieve its investment objective.

Frequent Trading or Market-Timing

Background. Some investors try to profit from strategies involving frequent trading of mutual fund shares, such as market-timing. For funds holding foreign securities, investors may try to take advantage of an anticipated difference between the price of the fund’s shares and price movements in overseas markets, a practice also known as time-zone arbitrage. Investors also may try to engage in frequent trading of funds holding investments such as small-cap stocks and high-yield bonds. As money is shifted into and out of a fund by a shareholder engaging in frequent trading, the fund incurs costs for buying and selling securities, resulting in increased brokerage and administrative costs. These costs are borne by all fund shareholders, including the long-term investors who do not generate the costs. In addition, frequent trading may interfere with an advisor’s ability to efficiently manage the fund.

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Policies to address frequent trading. The Vanguard funds (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) do not knowingly accommodate frequent trading. The board of trustees of each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) has adopted policies and procedures reasonably designed to detect and discourage frequent trading and, in some cases, to compensate the fund for the costs associated with it. These policies and procedures do not apply to ETF Shares because frequent trading in ETF Shares generally does not disrupt portfolio management or otherwise harm fund shareholders. Although there is no assurance that Vanguard will be able to detect or prevent frequent trading or market-timing in all circumstances, the following policies have been adopted to address these issues:

• Each Vanguard fund reserves the right to reject any purchase request—including exchanges from other Vanguard funds—without notice and regardless of size. For example, a purchase request could be rejected because the investor has a history of frequent trading or if Vanguard determines that such purchase may negatively affect a fund’s operation or performance.

• Each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) generally prohibits, except as otherwise noted in the Investing With Vanguard section, an investor’s purchases or exchanges into a fund account for 30 calendar days after the investor has redeemed or exchanged out of that fund account.

• Certain Vanguard funds charge shareholders purchase and/or redemption fees on transactions.

See the Investing With Vanguard section of this prospectus for further details on Vanguard’s transaction policies.

Each Vanguard fund (other than retail and government money market funds), in determining its net asset value, will use fair-value pricing when appropriate, as described in the Share Price section. Fair-value pricing may reduce or eliminate the profitability of certain frequent-trading strategies.

Do not invest with Vanguard if you are a market-timer.

Turnover Rate

Although the Fund generally seeks to invest for the long term, it may sell securities regardless of how long they have been held. The Financial Highlights section of this prospectus shows historical turnover rates for the Fund. A turnover rate of 100%, for example, would mean that the Fund had sold and replaced securities valued at 100% of its net assets within a one-year period.

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Plain Talk About Turnover Rate
 
Before investing in a mutual fund, you should review its turnover rate. This rate
gives an indication of how transaction costs, which are not included in the fund’s
expense ratio, could affect the fund’s future returns. In general, the greater the
volume of buying and selling by the fund, the greater the impact that brokerage
commissions and other transaction costs will have on its return. Also, funds with
high turnover rates may be more likely to generate capital gains, including short-
term capital gains, that must be distributed to shareholders and will be taxable to
shareholders investing through a taxable account.

 

The Fund and Vanguard

The Fund is a member of The Vanguard Group, a family of over 200 funds holding assets of approximately $4.7 trillion. All of the funds that are members of The Vanguard Group (other than funds of funds) share in the expenses associated with administrative services and business operations, such as personnel, office space, and equipment.

Vanguard Marketing Corporation provides marketing services to the funds. Although fund shareholders do not pay sales commissions or 12b-1 distribution fees, each fund (other than a fund of funds) or each share class of a fund (in the case of a fund with multiple share classes) pays its allocated share of the Vanguard funds’ marketing costs.

Plain Talk About Vanguard’s Unique Corporate Structure
 
The Vanguard Group is owned jointly by the funds it oversees and thus indirectly
by the shareholders in those funds. Most other mutual funds are operated by
management companies that are owned by third parties—either public or private
stockholders—and not by the funds they serve.

 

Investment Advisors

The Fund uses a multimanager approach. Each advisor independently manages its assigned portion of the Fund’s assets, subject to the supervision and oversight of Vanguard and the Fund’s board of trustees. The board of trustees designates the proportion of Fund assets to be managed by each advisor and may change these proportions at any time.

• Pzena Investment Management, LLC, 320 Park Avenue, 8th Floor, New York, NY

10022, is a global investment management firm founded in 1995. Pzena focuses exclusively on a deep value investment approach. The members of the firm’s

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executive committee and other employees collectively own a majority of the firm. As of October 31, 2018, Pzena managed approximately $36 billion in assets.

• Wellington Management Company LLP, 280 Congress Street, Boston, MA 02210, a Delaware limited liability partnership, is an investment counseling firm that provides investment services to investment companies, employee benefit plans, endowments, foundations, and other institutions. Wellington Management and its predecessor organizations have provided investment advisory services for over 80 years. Wellington Management is owned by the partners of Wellington Management Group LLP, a Massachusetts limited liability partnership. As of October 31, 2018, Wellington Management and its investment advisory affiliates had investment management authority with respect to approximately $1 trillion in assets.

The Fund pays each of its investment advisors a base fee plus or minus a performance adjustment. Each base fee, which is paid quarterly, is a percentage of average daily net assets managed by the advisor during the most recent fiscal quarter. The base fee has breakpoints, which means that the percentage declines as assets go up. The performance adjustment, also paid quarterly, is based on the cumulative total return of each advisor’s portion of the Fund relative to that of the Russell 1000 Value Index (for Pzena) or the S&P 500 Index (for Wellington Management) over the preceding 36-month period. When the performance adjustment is positive, the Fund’s expenses increase; when it is negative, expenses decrease.

For the fiscal year ended October 31, 2018, the aggregate advisory fees represented an effective annual rate of 0.13% of the Fund’s average net assets before a performance-based decrease of 0.05%.

Under the terms of an SEC exemption, the Fund’s board of trustees may, without prior approval from shareholders, change the terms of an advisory agreement with a third-party investment advisor or hire a new third-party investment advisor—either as a replacement for an existing advisor or as an additional advisor. Any significant change in the Fund’s advisory arrangements will be communicated to shareholders in writing. As the Fund’s sponsor and overall manager, Vanguard may provide investment advisory services to the Fund at any time. Vanguard may also recommend to the board of trustees that an advisor be hired, terminated, or replaced or that the terms of an existing advisory agreement be revised. The Fund has filed an application seeking a similar SEC exception with respect to investment advisors that are wholly owned subsidiaries of Vanguard. If the exemption is granted, the Fund may rely on the new SEC relief.

For a discussion of why the board of trustees approved the Fund’s investment advisory agreements, see the most recent semiannual report to shareholders covering the fiscal period ended April 30.

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The managers primarily responsible for the day-to-day management of the Fund are:

Richard Pzena, Managing Principal and co-Chief Investment Officer of Pzena. He has worked in investment management since 1984, has managed investment portfolios for Pzena since 1996, and has co-managed a portion of the Fund since 2012. Education: B.S. and M.B.A., The Wharton School of the University of Pennsylvania.

John J. Flynn, Principal and Portfolio Manager at Pzena. He has worked in investment management since 2000, has managed investment portfolios for Pzena since 2011, and has co-managed a portion of the Fund since 2017. Education: B.A., Yale University; M.B.A., Harvard Business School.

Benjamin S. Silver, CFA, CPA, Principal and Portfolio Manager at Pzena. He has worked in investment management since 1999, has been with Pzena since 2001, has managed investment portfolios since 2006, and has co-managed a portion of the Fund since 2014. Education: B.S., Yeshiva University.

David W. Palmer, CFA, Senior Managing Director and Equity Portfolio Manager of Wellington Management. He has worked in investment management since 1993, has been with Wellington Management since 1998, has managed investment portfolios since 2004, and has managed a portion of the Fund since 2018. Education: B.A., Stanford University; M.B.A., The Wharton School of the University of Pennsylvania.

The Statement of Additional Information provides information about each portfolio manager’s compensation, other accounts under management, and ownership of shares of the Fund.

Dividends, Capital Gains, and Taxes

Fund Distributions

The Fund distributes to shareholders virtually all of its net income (interest and dividends, less expenses) as well as any net short-term or long-term capital gains realized from the sale of its holdings. Income dividends generally are distributed semiannually in June and December; capital gains distributions, if any, generally occur annually in December. In addition, the Fund may occasionally make a supplemental distribution at some other time during the year.

You can receive distributions of income or capital gains in cash, or you can have them automatically reinvested in more shares of the Fund. However, if you are investing through an employer-sponsored retirement or savings plan, your distributions will be automatically reinvested in additional Fund shares.

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Plain Talk About Distributions
 
As a shareholder, you are entitled to your portion of a fund’s income from interest
and dividends as well as capital gains from the fund’s sale of investments.
Income consists of both the dividends that the fund earns from any stock
holdings and the interest it receives from any money market and bond
investments. Capital gains are realized whenever the fund sells securities for
higher prices than it paid for them. These capital gains are either short-term or
long-term, depending on whether the fund held the securities for one year or less
or for more than one year.

 

Basic Tax Points

Investors in taxable accounts should be aware of the following basic federal income tax points:

• Distributions are taxable to you whether or not you reinvest these amounts in additional Fund shares.

• Distributions declared in December—if paid to you by the end of January—are taxable as if received in December.

• Any dividend distribution or short-term capital gains distribution that you receive is taxable to you as ordinary income. If you are an individual and meet certain holding-period requirements with respect to your Fund shares, you may be eligible for reduced tax rates on “qualified dividend income,” if any, distributed by the Fund.

• Any distribution of net long-term capital gains is taxable to you as long-term capital gains, no matter how long you have owned shares in the Fund.

• Capital gains distributions may vary considerably from year to year as a result of the Fund‘s normal investment activities and cash flows.

• A sale or exchange of Fund shares is a taxable event. This means that you may have a capital gain to report as income, or a capital loss to report as a deduction, when you

complete your tax return.

• Any conversion between classes of shares of the same fund is a nontaxable event. By contrast, an exchange between classes of shares of different funds is a taxable event.

• Vanguard (or your intermediary) will send you a statement each year showing the tax status of all of your distributions.

Individuals, trusts, and estates whose income exceeds certain threshold amounts are subject to a 3.8% Medicare contribution tax on “net investment income.” Net investment income takes into account distributions paid by the Fund and capital gains from any sale or exchange of Fund shares.

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Dividend distributions and capital gains distributions that you receive, as well as your gains or losses from any sale or exchange of Fund shares, may be subject to state and local income taxes.

This prospectus provides general tax information only. If you are investing through a tax-advantaged account, such as an IRA or an employer-sponsored retirement or savings plan, special tax rules apply. Please consult your tax advisor for detailed information about any tax consequences for you.

Plain Talk About Buying a Dividend
 
Unless you are a tax-exempt investor or investing through a tax-advantaged
account (such as an IRA or an employer-sponsored retirement or savings plan),
you should consider avoiding a purchase of fund shares shortly before the fund
makes a distribution, because doing so can cost you money in taxes. This is
known as “buying a dividend.” For example: On December 15, you invest $5,000,
buying 250 shares for $20 each. If the fund pays a distribution of $1 per share on
December 16, its share price will drop to $19 (not counting market change). You
still have only $5,000 (250 shares x $19 = $4,750 in share value, plus 250 shares
x $1 = $250 in distributions), but you owe tax on the $250 distribution you
received—even if you reinvest it in more shares. To avoid buying a dividend, check
a fund’s distribution schedule before you invest.

 

General Information

Backup withholding. By law, Vanguard must withhold 24% of any taxable distributions or redemptions from your account if you do not:

• Provide your correct taxpayer identification number.

• Certify that the taxpayer identification number is correct.

• Confirm that you are not subject to backup withholding.

Similarly, Vanguard (or your intermediary) must withhold taxes from your account if the IRS instructs us to do so.

Foreign investors. Vanguard funds offered for sale in the United States (Vanguard U.S. funds), including the Fund offered in this prospectus, are not widely available outside the United States. Non-U.S. investors should be aware that U.S. withholding and estate taxes and certain U.S. tax reporting requirements may apply to any investments in Vanguard U.S. funds. Foreign investors should visit the Non-U.S. investors page on our website at vanguard.com for information on Vanguard’s non-U.S. products.

Invalid addresses. If a dividend distribution or capital gains distribution check mailed to your address of record is returned as undeliverable, Vanguard will automatically reinvest the distribution and all future distributions until you provide us with a valid

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mailing address. Reinvestments will receive the net asset value calculated on the date of the reinvestment.

Share Price

Share price, also known as net asset value (NAV), is calculated each business day as of the close of regular trading on the New York Stock Exchange (NYSE), generally 4 p.m., Eastern time. In the rare event the NYSE experiences unanticipated disruptions and is unavailable at the close of the trading day, NAVs will be calculated as of the close of regular trading on the Nasdaq (or another alternate exchange if the Nasdaq is unavailable, as determined at Vanguard’s discretion), generally 4 p.m., Eastern time. Each share class has its own NAV, which is computed by dividing the total assets, minus liabilities, allocated to the share class by the number of Fund shares outstanding for that class. On U.S. holidays or other days when the NYSE is closed, the NAV is not calculated, and the Fund does not sell or redeem shares. However, on those days the value of the Fund’s assets may be affected to the extent that the Fund holds securities that change in value on those days (such as foreign securities that trade on foreign markets that are open).

Stocks held by a Vanguard fund are valued at their market value when reliable market quotations are readily available from the principal exchange or market on which they are traded. Such securities are generally valued at their official closing price, the last reported sales price, or if there were no sales that day, the mean between the closing bid and asking prices. When a fund determines that market quotations either are not readily available or do not accurately reflect the value of a security, the security is priced at its fair value (the amount that the owner might reasonably expect to receive upon the current sale of the security).

The values of any foreign securities held by a fund are converted into U.S. dollars using an exchange rate obtained from an independent third party as of the close of regular trading on the NYSE. The values of any mutual fund shares, including institutional money market fund shares, held by a fund are based on the NAVs of the shares. The values of any ETF shares or closed-end fund shares held by a fund are based on the market value of the shares.

A fund also will use fair-value pricing if the value of a security it holds has been materially affected by events occurring before the fund’s pricing time but after the close of the principal exchange or market on which the security is traded. This most commonly occurs with foreign securities, which may trade on foreign exchanges that close many hours before the fund’s pricing time. Intervening events might be company-specific (e.g., earnings report, merger announcement) or country-specific or regional/global (e.g., natural disaster, economic or political news, act of terrorism, interest rate change). Intervening events include price movements in U.S. markets

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that exceed a specified threshold or that are otherwise deemed to affect the value of foreign securities.

Fair-value pricing may be used for domestic securities—for example, if (1) trading in a security is halted and does not resume before the fund’s pricing time or a security does not trade in the course of a day and (2) the fund holds enough of the security that its price could affect the NAV.

Fair-value prices are determined by Vanguard according to procedures adopted by the board of trustees. When fair-value pricing is employed, the prices of securities used by a fund to calculate the NAV may differ from quoted or published prices for the same securities.

Vanguard fund share prices are published daily on our website at vanguard.com/prices.

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Financial Highlights

The following financial highlights tables are intended to help you understand the Fund’s financial performance for the periods shown, and certain information reflects financial results for a single Fund share. The total returns in each table represent the rate that an investor would have earned or lost each period on an investment in the Fund (assuming reinvestment of all distributions). This information has been obtained from the financial statements audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, whose report—along with the Fund’s financial statements—is included in the Fund‘s most recent annual report to shareholders. You may obtain a free copy of the latest annual or semiannual report by visiting vanguard.com or by contacting Vanguard by telephone or mail.

Windsor Fund Investor Shares          
      Year Ended October 31,
For a Share Outstanding Throughout Each Period 2018 2017 2016 2015 2014
Net Asset Value, Beginning of Period $23.38 $19.70 $21.06 $21.98 $19.50
Investment Operations          
Net Investment Income .417 1 .363 1 .394 .356 2 .279
Net Realized and Unrealized Gain (Loss)          
on Investments (.753 ) 4.345 (.168 ) .026 2.467
Total from Investment Operations (.336 ) 4.708 .226 .382 2.746
Distributions          
Dividends from Net Investment Income (.378) (.433) (.317) (.339) (.266)
Distributions from Realized Capital Gains (.646) (.595) (1.269) (.963)
Total Distributions (1.024) (1.028) (1.586) (1.302) (.266)
Net Asset Value, End of Period $22.02 $23.38 $19.70 $21.06 $21.98
Total Return3 –1.69% 24.53% 1.27% 1.76% 14.14%
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $4,468 $5,191 $4,896 $5,379 $7,179
Ratio of Total Expenses to Average Net Assets4 0.31% 0.31% 0.30% 0.39% 0.38%
Ratio of Net Investment Income to Average          
Net Assets 1.76% 1.66% 2.01% 1.64%2 1.33%
Portfolio Turnover Rate 33% 26% 26% 28% 38%

 

1 Calculated based on average shares outstanding.

2 Net investment income per share and the ratio of net investment income to average net assets include $0.052 and 0.24%, respectively, resulting from income received from Covidien Ltd. in January 2015.

3 Total returns do not include account service fees that may have applied in the periods shown.

4 Includes performance-based investment advisory fee increases (decreases) of (0.05%), (0.05%), (0.06%), 0.03%, and 0.03%.

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Windsor Fund Admiral Shares          
 
      Year Ended October 31,
For a Share Outstanding Throughout Each Period 2018 2017 2016 2015 2014
Net Asset Value, Beginning of Period $78.88 $66.48 $71.04 $74.17 $65.81
Investment Operations          
Net Investment Income 1.4841 1.2951 1.398 1.2912 1.016
Net Realized and Unrealized Gain (Loss)          
on Investments (2.538) 14.650 (.545) .062 8.314
Total from Investment Operations (1.054) 15.945 .853 1.353 9.330
Distributions          
Dividends from Net Investment Income (1.358) (1.538) (1.134) (1.235) (.970)
Distributions from Realized Capital Gains (2.178) (2.007) (4.279) (3.248)
Total Distributions (3.536) (3.545) (5.413) (4.483) (.970)
Net Asset Value, End of Period $74.29 $78.88 $66.48 $71.04 $74.17
Total Return3 –1.59% 24.63% 1.41% 1.85% 14.24%
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $13,948 $14,366 $11,703 $12,206 $10,884
Ratio of Total Expenses to Average Net Assets4 0.21% 0.21% 0.20% 0.29% 0.28%
Ratio of Net Investment Income to Average          
Net Assets 1.86% 1.76% 2.11% 1.74%2 1.43%
Portfolio Turnover Rate 33% 26% 26% 28% 38%

 

1 Calculated based on average shares outstanding.

2 Net investment income per share and the ratio of net investment income to average net assets include $0.177 and 0.24%, respectively, resulting from income received from Covidien Ltd. in January 2015.

3 Total returns do not include account service fees that may have applied in the periods shown.

4 Includes performance-based investment advisory fee increases (decreases) of (0.05%), (0.05%), (0.06%), 0.03%, and 0.03%.

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Investing With Vanguard

This section of the prospectus explains the basics of doing business with Vanguard. Vanguard fund shares can be held directly with Vanguard or indirectly through an intermediary, such as a bank, a broker, or an investment advisor. If you hold Vanguard fund shares directly with Vanguard, you should carefully read each topic within this section that pertains to your relationship with Vanguard. If you hold Vanguard fund shares indirectly through an intermediary (including shares held in a brokerage account through Vanguard Brokerage Services®), please see Investing With Vanguard Through Other Firms, and also refer to your account agreement with the intermediary for information about transacting in that account. If you hold Vanguard fund shares through an employer-sponsored retirement or savings plan, please see Employer-Sponsored Plans. Vanguard reserves the right to change the following policies without notice. Please call or check online for current information. See Contacting Vanguard.

For Vanguard fund shares held directly with Vanguard, each fund you hold in an account is a separate “fund account.” For example, if you hold three funds in a nonretirement account titled in your own name, two funds in a nonretirement account titled jointly with your spouse, and one fund in an individual retirement account, you have six fund accounts—and this is true even if you hold the same fund in multiple accounts. Note that each reference to “you” in this prospectus applies to any one or more registered account owners or persons authorized to transact on your account.

Purchasing Shares

Vanguard reserves the right, without notice, to increase or decrease the minimum amount required to open, convert shares to, or maintain a fund account or to add to an existing fund account.

Investment minimums may differ for certain categories of investors.

Account Minimums for Investor Shares To open and maintain an account. $3,000.

To add to an existing account. Generally $1.

Account Minimums for Admiral Shares

To open and maintain an account. $50,000. If you request Admiral Shares when you open a new account but the investment amount does not meet the account minimum for Admiral Shares, your investment will be placed in Investor Shares of the Fund. Financial intermediaries, institutional clients, and Vanguard-advised clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Admiral Shares. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility.

To add to an existing account. Generally $1.

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How to Initiate a Purchase Request

Be sure to check Exchanging Shares, Frequent-Trading Limitations, and Other Rules You Should Know before placing your purchase request.

Online. You may open certain types of accounts, request a purchase of shares, and request an exchange through our website or our mobile application if you are registered for online access.

By telephone. You may call Vanguard to begin the account registration process or request that the account-opening forms be sent to you. You may also call Vanguard to request a purchase of shares in your account or to request an exchange. See

Contacting Vanguard.

By mail. You may send Vanguard your account registration form and check to open a new fund account. To add to an existing fund account, you may send your check with an Invest-by-Mail form (from a transaction confirmation or your account statement) or with a deposit slip (available online). For a list of Vanguard addresses, see Contacting Vanguard.

How to Pay for a Purchase

By electronic bank transfer. You may purchase shares of a Vanguard fund through an electronic transfer of money from a bank account. To establish the electronic bank transfer service on an account, you must designate the bank account online, complete a form, or fill out the appropriate section of your account registration form. After the service is set up on your account, you can purchase shares by electronic bank transfer on a regular schedule (Automatic Investment Plan) or upon request. Your purchase request can be initiated online (if you are registered for online access), by telephone, or by mail.

By wire. Wiring instructions vary for different types of purchases. Please call Vanguard for instructions and policies on purchasing shares by wire. See Contacting Vanguard.

By check. You may make initial or additional purchases to your fund account by sending a check with a deposit slip or by utilizing our mobile application if you are registered for online access. Also see How to Initiate a Purchase Request. Make your check payable to Vanguard and include the appropriate fund number (e.g., Vanguard—xx). For a list of Fund numbers (for share classes in this prospectus), see Additional Information.

By exchange. You may purchase shares of a Vanguard fund using the proceeds from the simultaneous redemption of shares of another Vanguard fund. You may initiate an exchange online (if you are registered for online access), by telephone, or by mail with an exchange form. See Exchanging Shares.

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Trade Date

The trade date for any purchase request received in good order will depend on the day and time Vanguard receives your request, the manner in which you are paying, and the type of fund you are purchasing. Your purchase will be executed using the NAV as calculated on the trade date. NAVs are calculated only on days that the NYSE is open for trading (a business day).

For purchases by check into all funds other than money market funds and for purchases by exchange, wire, or electronic bank transfer (not using an Automatic Investment Plan) into all funds: If the purchase request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date for the purchase will be the same day. If the purchase request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date for the purchase will be the next business day.

For purchases by check into money market funds: If the purchase request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date for the purchase will be the next business day. If the purchase request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date for the purchase will be the second business day following the day Vanguard receives the purchase request. Because money market instruments must be purchased with federal funds and it takes a money market mutual fund one business day to convert check proceeds into federal funds, the trade date for the purchase will be one business day later than for other funds.

For purchases by electronic bank transfer using an Automatic Investment Plan: Your trade date generally will be the date you selected for withdrawal of funds from your designated bank account. Your bank account generally will be debited on the business day after your trade date. If the date you selected for withdrawal of funds from your bank account falls on a weekend, holiday, or other nonbusiness day, your trade date generally will be the previous business day. For retirement accounts, if the date you selected for withdrawal of funds from your designated bank account falls on the last business day of the year, your trade date will be the first business day of the following year. Please note that if you select the first of the month for automated withdrawals from your designated bank account, trades designated for January 1 will receive the next business day’s trade date.

If your purchase request is not accurate and complete, it may be rejected. See Other Rules You Should Know—Good Order.

For further information about purchase transactions, consult our website at vanguard.com or see Contacting Vanguard.

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Other Purchase Rules You Should Know

Admiral Shares. Admiral Shares generally are not available for SIMPLE IRAs and Vanguard Individual 401(k) Plans.

Check purchases. All purchase checks must be written in U.S. dollars and must be drawn on a U.S. bank and be accompanied by good order instructions. Vanguard does not accept cash, traveler’s checks, starter checks, or money orders. In addition, Vanguard may refuse checks that are not made payable to Vanguard.

New accounts. We are required by law to obtain from you certain personal information that we will use to verify your identity. If you do not provide the information, we may not be able to open your account. If we are unable to verify your identity, Vanguard reserves the right, without notice, to close your account or take such other steps as we deem reasonable. Certain types of accounts may require additional documentation.

Refused or rejected purchase requests. Vanguard reserves the right to stop selling fund shares or to reject any purchase request at any time and without notice, including, but not limited to, purchases requested by exchange from another Vanguard fund. This also includes the right to reject any purchase request because the investor has a history of frequent trading or because the purchase may negatively affect a fund’s operation or performance.

Large purchases. Call Vanguard before attempting to invest a large dollar amount.

No cancellations. Vanguard will not accept your request to cancel any purchase request once processing has begun. Please be careful when placing a purchase request.

Converting Shares

When a conversion occurs, you receive shares of one class in place of shares of another class of the same fund. At the time of conversion, the dollar value of the “new” shares you receive equals the dollar value of the “old” shares that were converted. In other words, the conversion has no effect on the value of your investment in the fund at the time of the conversion. However, the number of shares you own after the conversion may be greater than or less than the number of shares you owned before the conversion, depending on the NAVs of the two share classes.

Vanguard will not accept your request to cancel any self-directed conversion request once processing has begun. Please be careful when placing a conversion request.

A conversion between share classes of the same fund is a nontaxable event.

Trade Date

The trade date for any conversion request received in good order will depend on the day and time Vanguard receives your request. Your conversion will be executed using

25


 

the NAVs of the different share classes on the trade date. NAVs are calculated only on days that the NYSE is open for trading (a business day).

For a conversion request received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. For a conversion request received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day. See Other Rules You Should Know.

Conversions From Investor Shares to Admiral Shares

Self-directed conversions. If your account balance in the Fund is at least $50,000, you may ask Vanguard to convert your Investor Shares to Admiral Shares. You may request a conversion through our website (if you are registered for online access), by telephone, or by mail. Financial intermediaries, institutional clients, and Vanguard-advised clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Admiral Shares. See Contacting Vanguard. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility.

Automatic conversions. Vanguard conducts periodic reviews of account balances and may, if your account balance in the Fund exceeds $50,000, automatically convert your Investor Shares to Admiral Shares. You will be notified before an automatic conversion occurs and will have an opportunity to instruct Vanguard not to effect the conversion. Financial intermediaries, institutional clients, and Vanguard-advised clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Admiral Shares. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility.

Mandatory Conversions to Investor Shares

If an account no longer meets the balance requirements for Admiral Shares, Vanguard may automatically convert the shares in the account to Investor Shares. A decline in the account balance because of market movement may result in such a conversion. Vanguard will notify the investor in writing before any mandatory conversion occurs.

Redeeming Shares

How to Initiate a Redemption Request

Be sure to check Exchanging Shares, Frequent-Trading Limitations, and Other Rules You Should Know before placing your redemption request.

Online. You may request a redemption of shares or request an exchange through our website or our mobile application if you are registered for online access.

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By telephone. You may call Vanguard to request a redemption of shares or an exchange. See Contacting Vanguard.

By mail. You may send a form (available online) to Vanguard to redeem from a fund account or to make an exchange. See Contacting Vanguard.

How to Receive Redemption Proceeds

By electronic bank transfer. You may have the proceeds of a fund redemption sent directly to a designated bank account. To establish the electronic bank transfer service on an account, you must designate a bank account online, complete a form, or fill out the appropriate section of your account registration form. After the service is set up on your account, you can redeem shares by electronic bank transfer on a regular schedule (Automatic Withdrawal Plan) or upon request. Your redemption request can be initiated online (if you are registered for online access), by telephone, or by mail.

By wire. To receive your proceeds by wire, you may instruct Vanguard to wire your redemption proceeds ($100 minimum) to a previously designated bank account. To establish the wire redemption service, you generally must designate a bank account online, complete a form, or fill out the appropriate section of your account registration form.

Please note that Vanguard charges a $10 wire fee for outgoing wire redemptions. The fee is assessed in addition to, rather than being withheld from, redemption proceeds and is paid directly to the fund in which you invest. For example, if you redeem $100 via a wire, you will receive the full $100, and the $10 fee will be assessed to your fund account with an additional redemption of fund shares. If you redeem your entire fund account, your redemption proceeds will be reduced by the amount of the fee. The wire fee does not apply to accounts held by Flagship and Flagship Select clients; accounts held through intermediaries, including Vanguard Brokerage Services; or accounts held by institutional clients.

By exchange. You may have the proceeds of a Vanguard fund redemption invested directly in shares of another Vanguard fund. You may initiate an exchange online (if you are registered for online access), by telephone, or by mail. See Exchanging Shares.

By check. If you have not chosen another redemption method, Vanguard will mail you a redemption check, generally payable to all registered account owners, normally within two business days of your trade date, and generally to the address of record.

Trade Date

The trade date for any redemption request received in good order will depend on the day and time Vanguard receives your request and the manner in which you are redeeming. Your redemption will be executed using the NAV as calculated on the

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trade date. NAVs are calculated only on days that the NYSE is open for trading (a business day).

For redemptions by check, exchange, or wire: If the redemption request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. If the redemption request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day.

• Note on timing of wire redemptions from money market funds: For telephone requests received by Vanguard on a business day before 10:45 a.m., Eastern time (2 p.m., Eastern time, for Vanguard Prime Money Market Fund; 12:30 p.m., Eastern time, for Vanguard Federal Money Market Fund), the redemption proceeds generally will leave Vanguard by the close of business the same day. For telephone requests received by Vanguard on a business day after those cut-off times, or on a nonbusiness day, and for all requests other than by telephone, the redemption proceeds generally will leave Vanguard by the close of business on the next business day.

• Note on timing of wire redemptions from all other funds: For requests received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the redemption proceeds generally will leave Vanguard by the close of business on the next business day. For requests received by Vanguard on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the redemption proceeds generally will leave Vanguard by the close of business on the second business day after Vanguard receives the request.

For redemptions by electronic bank transfer using an Automatic Withdrawal Plan: Your trade date generally will be the date you selected for withdrawal of funds (redemption of shares) from your Vanguard account. Proceeds of redeemed shares generally will be credited to your designated bank account two business days after your trade date. If the date you selected for withdrawal of funds from your Vanguard account falls on a weekend, holiday, or other nonbusiness day, your trade date generally will be the previous business day. For retirement accounts, if the date you selected for withdrawal of funds from your Vanguard account falls on the last day of the year and if that date is a holiday, your trade date will be the first business day of the following year. Please note that if you designate the first of the month for automated withdrawals, trades designated for January 1 will receive the next business day’s trade date.

For redemptions by electronic bank transfer not using an Automatic Withdrawal Plan: If the redemption request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. If the redemption request is received on a business day after the

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close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day.

If your redemption request is not accurate and complete, it may be rejected. If we are unable to send your redemption proceeds by wire or electronic bank transfer because the receiving institution rejects the transfer, Vanguard will make additional efforts to complete your transaction. If Vanguard is still unable to complete the transaction, we may send the proceeds of the redemption to you by check, generally payable to all registered account owners, or use your proceeds to purchase new shares of the fund from which you sold shares for the purpose of the wire or electronic bank transfer transaction. See Other Rules You Should Know—Good Order.

If your redemption request is received in good order, we typically expect that redemption proceeds will be paid by the Fund within one business day of the trade date; however, in certain circumstances, investors may experience a longer settlement period at the time of the transaction. For further information, see “Potentially disruptive redemptions” and “Emergency circumstances.”

For further information about redemption transactions, consult our website at vanguard.com or see Contacting Vanguard.

Other Redemption Rules You Should Know

Documentation for certain accounts. Special documentation may be required to redeem from certain types of accounts, such as trust, corporate, nonprofit, or retirement accounts. Please call us before attempting to redeem from these types of accounts.

Potentially disruptive redemptions. Vanguard reserves the right to pay all or part of a redemption in kind—that is, in the form of securities—if we reasonably believe that a cash redemption would negatively affect the fund’s operation or performance or that the shareholder may be engaged in market-timing or frequent trading. Under these circumstances, Vanguard also reserves the right to delay payment of the redemption proceeds for up to seven calendar days. By calling us before you attempt to redeem a large dollar amount, you may avoid in-kind or delayed payment of your redemption. Please see Frequent-Trading Limitations for information about Vanguard’s policies to limit frequent trading.

Recently purchased shares. Although you can redeem shares at any time, proceeds may not be made available to you until the fund collects payment for your purchase. This may take up to seven calendar days for shares purchased by check or by electronic bank transfer. If you have written a check on a fund with checkwriting privileges, that check may be rejected if your fund account does not have a sufficient available balance.

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Share certificates. Share certificates are no longer issued for Vanguard funds. Shares currently held in certificates cannot be redeemed, exchanged, converted, or transferred (reregistered) until you return the certificates (unsigned) to Vanguard by registered mail. For the correct address, see Contacting Vanguard.

Address change. If you change your address online or by telephone, there may be up to a 15-day restriction on your ability to request check redemptions online and by telephone. You can request a redemption in writing (using a form available online) at any time. Confirmations of address changes are sent to both the old and new addresses.

Payment to a different person or address. At your request, we can make your redemption check payable, or wire your redemption proceeds, to a different person or send it to a different address. However, this generally requires the written consent of all registered account owners and may require additional documentation, such as a signature guarantee or a notarized signature. You may obtain a signature guarantee from some commercial or savings banks, credit unions, trust companies, or member firms of a U.S. stock exchange.

No cancellations. Vanguard will not accept your request to cancel any redemption request once processing has begun. Please be careful when placing a redemption request.

Emergency circumstances. Vanguard funds can postpone payment of redemption proceeds for up to seven calendar days. In addition, Vanguard funds can suspend redemptions and/or postpone payments of redemption proceeds beyond seven calendar days at times when the NYSE is closed or during emergency circumstances, as determined by the SEC.

Exchanging Shares

An exchange occurs when you use the proceeds from the redemption of shares of one Vanguard fund to simultaneously purchase shares of a different Vanguard fund. You can make exchange requests online (if you are registered for online access), by telephone, or by mail. See Purchasing Shares and Redeeming Shares.

If the NYSE is open for regular trading (generally until 4 p.m., Eastern time, on a business day) at the time an exchange request is received in good order, the trade date generally will be the same day. See Other Rules You Should Know—Good Order for additional information on all transaction requests.

Vanguard will not accept your request to cancel any exchange request once processing has begun. Please be careful when placing an exchange request.

30


 

Call Vanguard before attempting to exchange a large dollar amount. By calling us before you attempt to exchange a large dollar amount, you may avoid delayed or rejected transactions.

Please note that Vanguard reserves the right, without notice, to revise or terminate the exchange privilege, limit the amount of any exchange, or reject an exchange, at any time, for any reason. See Frequent-Trading Limitations for additional restrictions on exchanges.

Frequent-Trading Limitations

Because excessive transactions can disrupt management of a fund and increase the fund’s costs for all shareholders, the board of trustees of each Vanguard fund places certain limits on frequent trading in the funds. Each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) limits an investor’s purchases or exchanges into a fund account for 30 calendar days after the investor has redeemed or exchanged out of that fund account. ETF Shares are not subject to these frequent-trading limits.

For Vanguard Retirement Investment Program pooled plans, the limitations apply to exchanges made online or by telephone.

These frequent-trading limitations do not apply to the following:

• Purchases of shares with reinvested dividend or capital gains distributions.

• Transactions through Vanguard’s Automatic Investment Plan, Automatic Exchange

Service, Direct Deposit Service, Automatic Withdrawal Plan, Required Minimum Distribution Service, and Vanguard Small Business Online®.

• Discretionary transactions through Vanguard Personal Advisor Services® and Vanguard Institutional Advisory Services®.

• Redemptions of shares to pay fund or account fees.

• Redemptions of shares to remove excess shareholder contributions to certain

types of retirement accounts (including, but not limited to, IRAs, certain Individual 403(b)(7) Custodial Accounts, and Vanguard Individual 401(k) Plans).

• Transfers and reregistrations of shares within the same fund.

• Purchases of shares by asset transfer or direct rollover.

• Conversions of shares from one share class to another in the same fund.

• Checkwriting redemptions.

• Section 529 college savings plans.

• Certain approved institutional portfolios and asset allocation programs, as well as

trades made by funds or trusts managed by Vanguard or its affiliates that invest in

31


 

other Vanguard funds. (Please note that shareholders of Vanguard’s funds of funds are subject to the limitations.)

For participants in employer-sponsored defined contribution plans,* the frequent-trading limitations do not apply to:

• Purchases of shares with participant payroll or employer contributions or loan repayments.

• Purchases of shares with reinvested dividend or capital gains distributions.

• Distributions, loans, and in-service withdrawals from a plan.

• Redemptions of shares as part of a plan termination or at the direction of the plan.

• Transactions executed through the Vanguard Managed Account Program.

• Redemptions of shares to pay fund or account fees.

• Share or asset transfers or rollovers.

• Reregistrations of shares.

• Conversions of shares from one share class to another in the same fund.

• Exchange requests submitted by written request to Vanguard. (Exchange requests

submitted by fax, if otherwise permitted, are subject to the limitations.)

* The following Vanguard fund accounts are subject to the frequent-trading limitations: SEP-IRAs, SIMPLE IRAs, certain Individual 403(b)(7) Custodial Accounts, and Vanguard Individual 401(k) Plans.

Accounts Held by Institutions (Other Than Defined Contribution Plans)

Vanguard will systematically monitor for frequent trading in institutional clients’ accounts. If we detect suspicious trading activity, we will investigate and take appropriate action, which may include applying to a client’s accounts the 30-day policy previously described, prohibiting a client’s purchases of fund shares, and/or revoking the client’s exchange privilege.

Accounts Held by Intermediaries

When intermediaries establish accounts in Vanguard funds for the benefit of their clients, we cannot always monitor the trading activity of the individual clients. However, we review trading activity at the intermediary (omnibus) level, and if we detect suspicious activity, we will investigate and take appropriate action. If necessary, Vanguard may prohibit additional purchases of fund shares by an intermediary, including for the benefit of certain of the intermediary’s clients. Intermediaries also may monitor their clients’ trading activities with respect to Vanguard funds.

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For those Vanguard funds that charge purchase and/or redemption fees, intermediaries will be asked to assess these fees on client accounts and remit these fees to the funds. The application of purchase and redemption fees and frequent-trading limitations may vary among intermediaries. There are no assurances that Vanguard will successfully identify all intermediaries or that intermediaries will properly assess purchase and redemption fees or administer frequent-trading limitations. If you invest with Vanguard through an intermediary, please read that firm’s materials carefully to learn of any other rules or fees that may apply.

Other Rules You Should Know

Prospectus and Shareholder Report Mailings

When two or more shareholders have the same last name and address, just one summary prospectus (or prospectus) and/or shareholder report may be sent in an attempt to eliminate the unnecessary expense of duplicate mailings. You may request individual prospectuses and reports by contacting our Client Services Department in writing, by telephone, or online. See Contacting Vanguard.

Vanguard.com

Registration. If you are a registered user of vanguard.com, you can review your account holdings; buy, sell, or exchange shares of most Vanguard funds; and perform most other transactions through our website. You must register for this service online.

Electronic delivery. Vanguard can deliver your account statements, transaction confirmations, prospectuses, certain tax forms, and shareholder reports electronically. If you are a registered user of vanguard.com, you can consent to the electronic delivery of these documents by logging on and changing your mailing preferences under “Account Maintenance.” You can revoke your electronic consent at any time through our website, and we will begin to send paper copies of these documents within 30 days of receiving your revocation.

Telephone Transactions

Automatic. When we set up your account, we will automatically enable you to do business with us by telephone, unless you instruct us otherwise in writing.

Tele-Account®. To obtain fund and account information through Vanguard’s automated telephone service, you must first establish a Personal Identification Number (PIN) by calling Tele-Account at 800-662-6273.

Proof of a caller’s authority. We reserve the right to refuse a telephone request if the caller is unable to provide the requested information or if we reasonably believe

33


 

that the caller is not an individual authorized to act on the account. Before we allow a caller to act on an account, we may request the following information:

• Authorization to act on the account (as the account owner or by legal documentation or other means).

• Account registration and address.

• Fund name and account number, if applicable.

• Other information relating to the caller, the account owner, or the account.

Good Order

We reserve the right to reject any transaction instructions that are not in “good order.” Good order generally means that your instructions:

• Are provided by the person(s) authorized in accordance with Vanguard’s policies and procedures to access the account and request transactions.

• Include the fund name and account number.

• Include the amount of the transaction (stated in dollars, shares, or percentage).

Written instructions also must generally be provided on a Vanguard form and include:

Signature(s) and date from the authorized person(s).

• Signature guarantees or notarized signatures, if required for the type of transaction.

(Call Vanguard for specific requirements.)

• Any supporting documentation that may be required.

Good order requirements may vary among types of accounts and transactions. For more information, consult our website at vanguard.com or see Contacting Vanguard.

Vanguard reserves the right, without notice, to revise the requirements for good order.

Future Trade-Date Requests

Vanguard does not accept requests to hold a purchase, conversion, redemption, or exchange transaction for a future date. All such requests will receive trade dates as previously described in Purchasing Shares, Converting Shares, Redeeming Shares, and

Exchanging Shares. Vanguard reserves the right to return future-dated purchase checks.

Accounts With More Than One Owner

If an account has more than one owner or authorized person, Vanguard generally will accept instructions from any one owner or authorized person.

Responsibility for Fraud

Vanguard will not be responsible for any account losses because of fraud if we reasonably believe that the person transacting business on an account is authorized to

34


 

do so. Please take precautions to protect yourself from fraud. Keep your account information private, and immediately review any account statements or other information that we provide to you. It is important that you contact Vanguard immediately about any transactions or changes to your account that you believe to be unauthorized.

Uncashed Checks

Please cash your distribution or redemption checks promptly. Vanguard will not pay interest on uncashed checks. Vanguard may be required to transfer assets related to uncashed checks to a state under the state’s abandoned property law.

Dormant Accounts

If your account has no activity in it for a period of time, Vanguard may be required to transfer it to a state under the state’s abandoned property law, subject to potential federal or state withholding taxes.

Unusual Circumstances

If you experience difficulty contacting Vanguard online or by telephone, you can send us your transaction request on a Vanguard form by regular or express mail. See Contacting Vanguard for addresses.

Investing With Vanguard Through Other Firms

You may purchase or sell shares of most Vanguard funds through a financial intermediary, such as a bank, a broker, or an investment advisor. Please consult your financial intermediary to determine which, if any, shares are available through that firm and to learn about other rules that may apply. Your financial intermediary can provide you with account information and any required tax forms. You may be required to pay a commission on purchases of mutual fund shares made through a financial intermediary.

Please see Frequent-Trading LimitationsAccounts Held by Intermediaries for information about the assessment of any purchase or redemption fees and the monitoring of frequent trading for accounts held by intermediaries.

Account Service Fee

Vanguard charges a $20 account service fee on fund accounts that have a balance below $10,000 for any reason, including market fluctuation. The account service fee applies to both retirement and nonretirement fund accounts and will be assessed on fund accounts in all Vanguard funds, regardless of the account minimum. The fee, which will be collected by redeeming fund shares in the amount of $20, will be deducted from a fund account only once per calendar year.

35


 

If you register on vanguard.com and elect to receive electronic delivery of statements, reports, and other materials for all of your fund accounts, the account service fee for balances below $10,000 will not be charged, so long as that election remains in effect.

The account service fee also does not apply to the following:

• Money market sweep accounts owned in connection with a Vanguard Brokerage Services account.*

• Accounts held through intermediaries.*

• Accounts held by institutional clients.

• Accounts held by Voyager, Voyager Select, Flagship, and Flagship Select clients.

Eligibility is based on total household assets held at Vanguard, with a minimum of $50,000 to qualify for Vanguard Voyager Services®, $500,000 for Vanguard Voyager Select Services®, $1 million for Vanguard Flagship Services®, and $5 million for Vanguard Flagship Select Services®. Vanguard determines eligibility by aggregating assets of all qualifying accounts held by the investor and immediate family members who reside at the same address. Aggregate assets include investments in Vanguard mutual funds, Vanguard ETFs®, certain annuities through Vanguard, the Vanguard 529 Plan, and certain small-business accounts. Assets in employer-sponsored retirement plans for which Vanguard provides recordkeeping services may be included in determining eligibility if the investor also has a personal account holding Vanguard mutual funds. Note that assets held in a Vanguard Brokerage Services account (other than Vanguard funds, including Vanguard ETFs) are not included when determining a household’s eligibility.

• Participant accounts in employer-sponsored defined contribution plans.** Please consult your enrollment materials for the rules that apply to your account.

• Section 529 college savings plans.

* Please note that intermediaries, including Vanguard Brokerage Services, may charge a separate fee.

** The following Vanguard fund accounts have alternative fee structures: SIMPLE

IRAs, certain Individual 403(b)(7) Custodial Accounts, Vanguard Retirement Investment Program pooled plans, and Vanguard Individual 401(k) Plans.

Low-Balance Accounts

The Fund reserves the right to liquidate a fund account whose balance falls below the account minimum for any reason, including market fluctuation. This liquidation policy applies to nonretirement fund accounts and accounts that are held through intermediaries. Any such liquidation will be preceded by written notice to the investor.

36


 

Right to Change Policies

In addition to the rights expressly stated elsewhere in this prospectus, Vanguard reserves the right, without notice, to (1) alter, add, or discontinue any conditions of purchase (including eligibility requirements), redemption, exchange, conversion, service, or privilege at any time; (2) accept initial purchases by telephone; (3) freeze any account and/or suspend account services if Vanguard has received reasonable notice of a dispute regarding the assets in an account, including notice of a dispute between the registered or beneficial account owners, or if Vanguard reasonably believes a fraudulent transaction may occur or has occurred; (4) temporarily freeze any account and/or suspend account services upon initial notification to Vanguard of the death of the shareholder until Vanguard receives required documentation in good order; (5) alter, impose, discontinue, or waive any purchase fee, redemption fee, account service fee, or other fees charged to a shareholder or a group of shareholders; and (6) redeem an account or suspend account privileges, without the owner’s permission to do so, in cases of threatening conduct or activity Vanguard believes to be suspicious, fraudulent, or illegal. Changes may affect any or all investors. These actions will be taken when, at the sole discretion of Vanguard management, Vanguard reasonably believes they are in the best interest of a fund.

Share Classes

Vanguard reserves the right, without notice, to change the eligibility requirements of its share classes, including the types of clients who are eligible to purchase each share class.

Fund and Account Updates

Confirmation Statements

We will send (or provide through our website, whichever you prefer) a confirmation of your trade date and the amount of your transaction when you buy, sell, exchange, or convert shares. However, we will not send confirmations reflecting only checkwriting redemptions or the reinvestment of dividend or capital gains distributions. For any month in which you had a checkwriting redemption, a Checkwriting Activity Statement will be sent to you itemizing the checkwriting redemptions for that month. Promptly review each confirmation statement that we provide to you. It is important that you contact Vanguard immediately with any questions you may have about any transaction reflected on a confirmation statement, or Vanguard will consider the transaction properly processed.

37


 

Portfolio Summaries

We will send (or provide through our website, whichever you prefer) quarterly portfolio summaries to help you keep track of your accounts throughout the year. Each summary shows the market value of your account at the close of the statement period, as well as all distributions, purchases, redemptions, exchanges, transfers, and conversions for the current calendar quarter (or month). Promptly review each summary that we provide to you. It is important that you contact Vanguard immediately with any questions you may have about any transaction reflected on the summary, or Vanguard will consider the transaction properly processed.

Tax Information Statements

For most accounts, Vanguard (or your intermediary) is required to provide annual tax forms to assist you in preparing your income tax returns. These forms are generally available for each calendar year early in the following year. Registered users of vanguard.com can also view certain forms through our website. Vanguard (or your intermediary) may also provide you with additional tax-related documentation. For more information, consult our website at vanguard.com or see Contacting Vanguard.

Annual and Semiannual Reports

We will send (or provide through our website, whichever you prefer) reports about Vanguard Windsor Fund twice a year, in June and December. These reports include overviews of the financial markets and provide the following specific Fund information:

  • Performance assessments and comparisons with industry benchmarks.
  • Reports from the advisors.
  • Financial statements with listings of Fund holdings.

Portfolio Holdings

Please consult the Fund‘s Statement of Additional Information or our website for a description of the policies and procedures that govern disclosure of the Fund’s portfolio holdings.

38


 

Employer-Sponsored Plans

Your plan administrator or your employee benefits office can provide you with detailed information on how to participate in your plan and how to elect the Fund as an investment option.

• If you have any questions about the Fund or Vanguard, including those about the Fund’s investment objective, strategies, or risks, contact Vanguard Participant Services toll-free at 800-523-1188 or visit our website at vanguard.com.

• If you have questions about your account, contact your plan administrator or the organization that provides recordkeeping services for your plan.

• Be sure to carefully read each topic that pertains to your transactions with Vanguard.

Vanguard reserves the right to change its policies without notice to shareholders.

Transactions

Processing times for your transaction requests may differ among recordkeepers or among transaction and funding types. Your plan’s recordkeeper (which may also be Vanguard) will determine the necessary processing time frames for your transaction requests prior to submission to the Fund. Consult your recordkeeper or plan administrator for more information.

If Vanguard is serving as your plan recordkeeper and if your transaction involves one or more investments with an early cut-off time for processing or another trading restriction, your entire transaction will be subject to the restriction when the trade date for your transaction is determined.

39


 

Contacting Vanguard  
 
 
Web  
Vanguard.com For the most complete source of Vanguard news
  For fund, account, and service information
  For most account transactions
  For literature requests
  24 hours a day, 7 days a week
 
Phone  
Vanguard Tele-Account® 800-662-6273 For automated fund and account information
  Toll-free, 24 hours a day, 7 days a week
Investor Information 800-662-7447 For fund and service information
(Text telephone for people with hearing For literature requests
impairment at 800-749-7273)  
Client Services 800-662-2739 For account information
(Text telephone for people with hearing For most account transactions
impairment at 800-749-7273)  
Participant Services 800-523-1188 For information and services for participants in employer-
(Text telephone for people with hearing sponsored plans
impairment at 800-749-7273)  
Institutional Division For information and services for large institutional investors
888-809-8102  
Financial Advisor and Intermediary For information and services for financial intermediaries
Sales Support 800-997-2798 including financial advisors, broker-dealers, trust institutions,
  and insurance companies
Financial Advisory and Intermediary For account information and trading support for financial
Trading Support 800-669-0498 intermediaries including financial advisors, broker-dealers,
  trust institutions, and insurance companies

 

40


 

Vanguard Addresses

Please be sure to use the correct address and the correct form. Use of an incorrect address or form could delay the processing of your transaction.

Regular Mail (Individuals) The Vanguard Group    
  P.O. Box 1110    
  Valley Forge, PA 19482-1110  
Regular Mail (Institutions, Intermediaries, and The Vanguard Group    
Employer-Sponsored Plan Participants) P.O. Box 2900    
  Valley Forge, PA 19482-2900  
Registered, Express, or Overnight Mail The Vanguard Group    
  455 Devon Park Drive  
  Wayne, PA 19087-1815  
 
 
Additional Information        
 
 
 
  Inception Newspaper Vanguard CUSIP
  Date Abbreviation Fund Number Number
Windsor Fund        
Investor Shares 10/23/1958 Wndsr 22 922018106
Admiral Shares 11/12/2001 WndsrAdml 5022 922018403

 

CFA® is a registered trademark owned by CFA Institute.

41


 

Glossary of Investment Terms

Capital Gains Distributions. Payments to mutual fund shareholders of gains realized on securities that a fund has sold at a profit, minus any realized losses.

Cash Equivalent Investments. Cash deposits, short-term bank deposits, and money market instruments that include U.S. Treasury bills and notes, bank certificates of deposit (CDs), repurchase agreements, commercial paper, and banker’s acceptances.

Common Stock. A security representing ownership rights in a corporation.

Dividend Distributions. Payments to mutual fund shareholders of income from interest or dividends generated by a fund’s investments.

Expense Ratio. A fund’s total annual operating expenses expressed as a percentage of the fund’s average net assets. The expense ratio includes management and administrative expenses, but it does not include the transaction costs of buying and selling portfolio securities.

Inception Date. The date on which the assets of a fund (or one of its share classes) are first invested in accordance with the fund’s investment objective. For funds with a subscription period, the inception date is the day after that period ends. Investment performance is generally measured from the inception date.

Joint Committed Credit Facility. The Fund participates, along with other funds managed by Vanguard, in a committed credit facility provided by a syndicate of lenders pursuant to a credit agreement that may be renewed annually; each Vanguard fund is individually liable for its borrowings, if any, under the credit facility. The amount and terms of the committed credit facility are subject to approval by the Fund‘s board of trustees and renegotiation with the lender syndicate on an annual basis.

Median Market Capitalization. An indicator of the size of companies in which a fund invests; the midpoint of market capitalization (market price x shares outstanding) of a fund’s stocks, weighted by the proportion of the fund’s assets invested in each stock. Stocks representing half of the fund’s assets have market capitalizations above the median, and the rest are below it.

Mutual Fund. An investment company that pools the money of many people and invests it in a variety of securities in an effort to achieve a specific objective over time.

New York Stock Exchange (NYSE). A stock exchange based in New York City that is open for regular trading on business days, Monday through Friday, from 9:30 a.m. to 4 p.m., Eastern time.

Russell 1000 Value Index. An index that measures the performance of those Russell 1000 companies with lower price/book ratios and lower predicted growth rates.

Securities. Stocks, bonds, money market instruments, and other investments.

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Total Return. A percentage change, over a specified time period, in a mutual fund’s net asset value, assuming the reinvestment of all distributions of dividends and capital gains.

Volatility. The fluctuations in value of a mutual fund or other security. The greater a fund’s volatility, the wider the fluctuations in its returns.

Yield. Income (interest or dividends) earned by an investment, expressed as a percentage of the investment’s price.

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P.O. Box 2600

Valley Forge, PA 19482-2600

Connect with Vanguard® > vanguard.com

For More Information

If you would like more information about Vanguard Windsor Fund, the following documents are available free upon request:

Annual/Semiannual Reports to Shareholders

Additional information about the Fund’s investments is available in the Fund’s annual and semiannual reports to shareholders. In the annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Fund’s performance during its last fiscal year.

Statement of Additional Information (SAI)

The SAI provides more detailed information about the Fund and is incorporated by reference into (and thus legally a part of) this prospectus.

To receive a free copy of the latest annual or semiannual report or the SAI, or to request additional information about the Fund or other Vanguard funds, please visit vanguard.com or contact us as follows:

If you are an individual investor:

The Vanguard Group

Investor Information Department P.O. Box 2600 Valley Forge, PA 19482-2600

Telephone: 800-662-7447; Text telephone for people with hearing impairment: 800-749-7273

If you are a participant in an employer-sponsored plan:

The Vanguard Group Participant Services P.O. Box 2900 Valley Forge, PA 19482-2900

Telephone: 800-523-1188; Text telephone for people with hearing impairment: 800-749-7273

If you are a current Vanguard shareholder and would like information about your account, account transactions, and/or account statements, please call:

Client Services Department

Telephone: 800-662-2739; Text telephone for people with hearing impairment: 800-749-7273

Information Provided by the Securities and Exchange Commission (SEC)

Reports and other information about the Fund are available in the EDGAR database on the SEC’s website at www.sec.gov, or you can receive copies of this information, for a fee, by electronic request at the following email address: [email protected].

Fund’s Investment Company Act file number: 811-00834

© 2019 The Vanguard Group, Inc. All rights reserved. Vanguard Marketing Corporation, Distributor.

P 022 022019


 

Vanguard WindsorII Fund
Prospectus
 
February 27, 2019
 
Investor Shares & Admiral™ Shares
Vanguard Windsor II Fund Investor Shares (VWNFX)
Vanguard Windsor II Fund Admiral Shares (VWNAX)
 
 
 
 
This prospectus contains financial data for the Fund through the fiscal year ended October 31, 2018.
The Securities and Exchange Commission (SEC) has not approved or disapproved these securities or
passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

 


 

Contents      
 
 
Fund Summary 1 Investing With Vanguard 24
More on the Fund 7 Purchasing Shares 24
The Fund and Vanguard 14 Converting Shares 27
Investment Advisors 15 Redeeming Shares 28
Dividends, Capital Gains, and Taxes 18 Exchanging Shares 32
Share Price 20 Frequent-Trading Limitations 33
Financial Highlights 22 Other Rules You Should Know 35
    Fund and Account Updates 39
    Employer-Sponsored Plans 41
    Contacting Vanguard 42
    Additional Information 43
    Glossary of Investment Terms 44

 


 

Fund Summary

Investment Objective

The Fund seeks to provide long-term capital appreciation and income.

Fees and Expenses

The following table describes the fees and expenses you may pay if you buy and hold Investor Shares or Admiral Shares of the Fund.

Shareholder Fees    
(Fees paid directly from your investment)    
  Investor Shares Admiral Shares
Sales Charge (Load) Imposed on Purchases None None
Purchase Fee None None
Sales Charge (Load) Imposed on Reinvested Dividends None None
Redemption Fee None None
Account Service Fee (for certain fund account balances below $20/year $20/year
$10,000)    
 
Annual Fund Operating Expenses    
(Expenses that you pay each year as a percentage of the value of your investment)  
  Investor Shares Admiral Shares
Management Fees 0.31% 0.24%
12b-1 Distribution Fee None None
Other Expenses 0.02% 0.01%
Total Annual Fund Operating Expenses 0.33% 0.25%

 

1


 

Examples

The following examples are intended to help you compare the cost of investing in the Fund’s Investor Shares or Admiral Shares with the cost of investing in other mutual funds. They illustrate the hypothetical expenses that you would incur over various periods if you were to invest $10,000 in the Fund’s shares. These examples assume that the shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you were to redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

  1 Year 3 Years 5 Years 10 Years
Investor Shares $34 $106 $185 $418
Admiral Shares $26 $80 $141 $318

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense examples, reduce the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 29% of the average value of its portfolio.

Principal Investment Strategies

The Fund invests mainly in large- and mid-capitalization companies whose stocks are considered by an advisor to be undervalued. Undervalued stocks are generally those that are out of favor with investors and that the advisor believes are trading at prices that are below average in relation to measures such as earnings and book value. These stocks often have above-average dividend yields. The Fund uses multiple investment advisors. Each advisor independently selects and maintains a portfolio of common stocks for the Fund.

2


 

Principal Risks

An investment in the Fund could lose money over short or long periods of time. You should expect the Fund’s share price and total return to fluctuate within a wide range. The Fund is subject to the following risks, which could affect the Fund’s performance:

Stock market risk, which is the chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices.

Investment style risk, which is the chance that returns from large- and mid-capitalization value stocks will trail returns from the overall stock market. Large- and mid-cap value stocks each tend to go through cycles of doing better—or worse—than other segments of the stock market or the stock market in general. These periods have, in the past, lasted for as long as several years. Historically, mid-cap value stocks have been more volatile in price than large-cap value stocks. The stock prices of mid-size companies tend to experience greater volatility because, among other things, mid-size companies tend to be more sensitive to changing economic conditions.

Manager risk, which is the chance that poor security selection will cause the Fund to underperform relevant benchmarks or other funds with a similar investment objective.

An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Annual Total Returns

The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund‘s Investor Shares has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the share classes presented compare with those of relevant market indexes, which have investment characteristics similar to those of the Fund. Keep in mind that the Fund’s past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.

3


 

Annual Total Returns — Vanguard Windsor II Fund Investor Shares


During the periods shown in the bar chart, the highest return for a calendar quarter was 17.78% (quarter ended June 30, 2009), and the lowest return for a quarter was –14.84% (quarter ended September 30, 2011).

Average Annual Total Returns for Periods Ended December 31, 2018    
  1 Year 5 Years 10 Years
Vanguard Windsor II Fund Investor Shares      
Return Before Taxes –8.58% 5.43% 11.11%
Return After Taxes on Distributions –10.82 3.28 9.71
Return After Taxes on Distributions and Sale of Fund Shares –3.50 4.09 9.12
Vanguard Windsor II Fund Admiral Shares      
Return Before Taxes –8.53% 5.51% 11.20%
Comparative Indexes      
(reflect no deduction for fees, expenses, or taxes)      
Russell 1000 Value Index –8.27% 5.95% 11.18%
Standard & Poor's 500 Index –4.38 8.49 13.12

 

Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are shown only for the Investor Shares and may differ for each share class. After-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.

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Investment Advisors

Barrow, Hanley, Mewhinney & Strauss, LLC (Barrow, Hanley) Hotchkis and Wiley Capital Management, LLC (Hotchkis and Wiley) Lazard Asset Management LLC (Lazard) Sanders Capital, LLC (Sanders) The Vanguard Group, Inc. (Vanguard)

Portfolio Managers

Jeff G. Fahrenbruch, CFA, Managing Director of Barrow, Hanley. He has co-managed a portion of the Fund since 2013.

David W. Ganucheau, CFA, Managing Director of Barrow, Hanley. He has co-managed a portion of the Fund since 2013.

George H. Davis, Jr., Chief Executive Officer of Hotchkis and Wiley. He has co-managed a portion of the Fund since 2003.

Scott McBride, CFA, President and Portfolio Manager of Hotchkis and Wiley. He has co-managed a portion of the Fund since January 2019.

Andrew Lacey, Deputy Chairman of Lazard. He has co-managed a portion of the Fund since 2007.

Ronald Temple, Managing Director of Lazard. He has co-managed a portion of the Fund since 2018.

John P. Mahedy, CPA, Director of Research and Co-Chief Investment Officer of Sanders. He has co-managed a portion of the Fund since 2010.

Lewis A. Sanders, CFA, Chief Executive Officer and Co-Chief Investment Officer of Sanders. He has co-managed a portion of the Fund since 2010.

James P. Stetler, Senior Portfolio Manager at Vanguard. He has co-managed a portion of the Fund since 2012.

Binbin Guo, Ph.D., Principal of Vanguard and head of the Alpha Equity Investment team within Vanguard’s Quantitative Equity Group. He has co-managed a portion of the Fund since 2016.

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Purchase and Sale of Fund Shares

You may purchase or redeem shares online through our website (vanguard.com), by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). The minimum investment amount required to open and maintain a Fund account for Investor Shares or Admiral Shares is $3,000 or $50,000, respectively. The minimum investment amount required to add to an existing Fund account is generally $1. Financial intermediaries, institutional clients, and Vanguard-advised clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Admiral Shares. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility. If you are investing through an employer-sponsored retirement or savings plan, your plan administrator or your benefits office can provide you with detailed information on how you can invest through your plan.

Tax Information

The Fund’s distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-advantaged account, such as an IRA or an employer-sponsored retirement or savings plan, special tax rules apply.

Payments to Financial Intermediaries

The Fund and its investment advisors do not pay financial intermediaries for sales of Fund shares.

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More on the Fund

This prospectus describes the principal risks you would face as a Fund shareholder. It is important to keep in mind one of the main principles of investing: generally, the higher the risk of losing money, the higher the potential reward. The reverse, also, is generally true: the lower the risk, the lower the potential reward. As you consider an investment in any mutual fund, you should take into account your personal tolerance

for fluctuations in the securities markets. Look for this symbol throughout the prospectus. It is used to mark detailed information about the more significant risks that you would confront as a Fund shareholder. To highlight terms and concepts important to mutual fund investors, we have provided Plain Talk® explanations along the way. Reading the prospectus will help you decide whether the Fund is the right investment for you. We suggest that you keep this prospectus for future reference.

Share Class Overview

The Fund offers two separate classes of shares: Investor Shares and Admiral Shares.

Both share classes offered by the Fund have the same investment objective, strategies, and policies. However, different share classes have different expenses; as a result, their investment returns will differ.

Plain Talk About Fund Expenses
 
All mutual funds have operating expenses. These expenses, which are deducted
from a fund’s gross income, are expressed as a percentage of the net assets of
the fund. Assuming that operating expenses remain as stated in the Fees and
Expenses section, Vanguard Windsor II Fund’s expense ratios would be as
follows: for Investor Shares, 0.33%, or $3.30 per $1,000 of average net assets;
for Admiral Shares, 0.25%, or $2.50 per $1,000 of average net assets. The
average expense ratio for large-cap value funds in 2017 was 1.04%, or $10.40 per
$1,000 of average net assets (derived from data provided by Lipper, a Thomson
Reuters Company, which reports on the mutual fund industry).

 

Plain Talk About Costs of Investing
 
Costs are an important consideration in choosing a mutual fund. That is because
you, as a shareholder, pay a proportionate share of the costs of operating a fund
and any transaction costs incurred when the fund buys or sells securities. These
costs can erode a substantial portion of the gross income or the capital
appreciation a fund achieves. Even seemingly small differences in expenses can,
over time, have a dramatic effect on a fund‘s performance.

 

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The following sections explain the principal investment strategies and policies that the Fund uses in pursuit of its objective. The Fund‘s board of trustees, which oversees the Fund‘s management, may change investment strategies or policies in the interest of shareholders without a shareholder vote, unless those strategies or policies are designated as fundamental.

Market Exposure

The Fund invests mainly in the common stocks of large- and mid-capitalization companies (although the advisors will occasionally select companies with lower market capitalizations) whose stocks are considered by an advisor to be undervalued. Undervalued stocks are generally those that are out of favor with investors and that the advisor believes are trading at prices that are below average in relation to measures such as earnings and book value. These stocks often have above-average dividend yields. Typically, the Fund spreads its assets over a diversified group of companies.

Stocks of publicly traded companies are often classified according to market capitalization, which is the market value of a company’s outstanding shares. These classifications typically include small-cap, mid-cap, and large-cap. It is important to understand that there are no “official” definitions of small-, mid-, and large-cap, even among Vanguard fund advisors, and that market capitalization ranges can change over time. The asset-weighted median market capitalization of the Fund’s stock holdings as of October 31, 2018, was $87.7 billion.


The Fund is subject to stock market risk, which is the chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices.

Plain Talk About Growth Funds and Value Funds
 
Growth investing and value investing are two styles employed by stock-fund
managers. Growth funds generally invest in stocks of companies believed to have
above-average potential for growth in revenue, earnings, cash flow, or other
similar criteria. These stocks typically have low dividend yields, if any, and above-
average prices in relation to measures such as earnings and book value. Value
funds typically invest in stocks whose prices are below average in relation to
those measures; these stocks often have above-average dividend yields. Value
stocks also may remain undervalued by the market for long periods of time.
Growth and value stocks have historically produced similar long-term returns,
though each category has periods when it outperforms the other.

 

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The Fund is subject to investment style risk, which is the chance that returns from large- and mid-capitalization value stocks will trail returns from the overall stock market. Large- and mid-cap value stocks each tend to go through cycles of doing better—or worse—than other segments of the stock market or the stock market in general. These periods have, in the past, lasted for as long as several years. Historically, mid-cap value stocks have been more volatile in price than large-cap value stocks. The stock prices of mid-size companies tend to experience greater volatility because, among other things, mid-size companies tend to be more sensitive to changing economic conditions.

Security Selection

The Fund uses multiple investment advisors. Each advisor independently selects and maintains a portfolio of common stocks for the Fund.

Each advisor employs active investment management methods, which means that securities are bought and sold according to the advisor’s evaluations of companies and their financial prospects, the prices of the securities, and the stock market and the economy in general. Each advisor will sell a security when, in the view of the advisor, it is no longer as attractive as an alternative investment or if the advisor deems it to be in the best interest of the Fund. Different advisors may reach different conclusions on the same security.

Although each advisor uses a different process to select securities, each is committed to investing in large- and mid-cap stocks that, in the advisor’s opinion, are undervalued. Undervalued stocks are generally those that are out of favor with investors and that the advisor believes are trading at prices that are below average in relation to measures such as earnings and book value. These stocks often have above-average dividend yields.

Barrow, Hanley uses traditional methods of stock selection—research and analysis—to identify undervalued securities. A security will be sold when, in the advisor’s opinion, its share price accurately reflects the security’s overall worth. At that point, another undervalued security will be chosen. Barrow, Hanley looks for individual stocks that reflect these value characteristics: price/earnings and price/book ratios below the market, and dividend yield above the market.

Lazard employs a relative value approach that seeks a combination of attractive valuation and high financial productivity. The process is research-driven, relying upon bottom-up stock analysis performed by the firm’s global sector analysts.

Hotchkis and Wiley invests mainly in large-cap common stocks with value-oriented characteristics. The advisor follows a disciplined investment approach, focusing on

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investment parameters such as a company’s tangible assets, sustainable cash flow, and potential for improving business performance.

Sanders uses a traditional, bottom-up, fundamental research approach. The investment process focuses on identifying securities that are undervalued relative to Sanders’ determination of their expected total return. Sanders’ valuation analysis starts with an analysis of free cash flows, ranks securities by expected returns, and then applies systematic risk controls.

Vanguard constructs a diversified portfolio of large- and mid-cap domestic value stocks based on its assessment of the relative return potential of the securities. The advisor selects stocks that it believes offer an appropriate balance between strong growth prospects and reasonable valuations relative to their industry peers. Vanguard manages the portfolio through the use of a quantitative process to evaluate all of the securities in the MSCI US Prime Market Value Index, while seeking to maintain a risk profile similar to that of the Index. This process was developed and managed by Vanguard’s Alpha Equity Investment team and is continually evolving. All potential enhancements to the process go through rigorous peer vetting and validation before being implemented.


The Fund is subject to manager risk, which is the chance that poor security selection will cause the Fund to underperform relevant benchmarks or other funds with a similar investment objective.

Other Investment Policies and Risks

In addition to investing in undervalued common stocks, the Fund may make other kinds of investments to achieve its objective.

Although the Fund typically does not make significant investments in foreign securities, it reserves the right to invest up to 25% of its assets in foreign securities, which may include depositary receipts. Foreign securities may be traded on U.S. or foreign markets. To the extent that it owns foreign securities, the Fund is subject to country risk and currency risk. Country risk is the chance that world events—such as political upheaval, financial troubles, or natural disasters—will adversely affect the value of securities issued by companies in foreign countries. In addition, the prices of foreign stocks and the prices of U.S. stocks have, at times, moved in opposite directions. Currency risk is the chance that the value of a foreign investment, measured in U.S. dollars, will decrease because of unfavorable changes in currency exchange rates.

The Fund may invest in money market instruments; fixed income securities; convertible securities; and other equity securities, such as preferred stocks. The Fund may invest up to 15% of its net assets in illiquid securities.

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The Fund may invest, to a limited extent, in derivatives. Generally speaking, a derivative is a financial contract whose value is based on the value of a financial asset (such as a stock, a bond, or a currency), a physical asset (such as gold, oil, or wheat), a market index, or a reference rate. Investments in derivatives may subject the Fund to risks different from, and possibly greater than, those of investments directly in the underlying securities or assets. The Fund will not use derivatives for speculation or for the purpose of leveraging (magnifying) investment returns.

The Fund may enter into foreign currency exchange forward contracts, which are a type of derivative. A foreign currency exchange forward contract is an agreement to buy or sell a currency at a specific price on a specific date, usually 30, 60, or 90 days in the future. In other words, the contract guarantees an exchange rate on a given date. Advisors of funds that invest in foreign securities can use these contracts to guard against unfavorable changes in currency exchange rates. These contracts, however, would not prevent the Fund‘s securities from falling in value as a result of risks other than unfavorable currency exchange movements.

Plain Talk About Derivatives
 
Derivatives can take many forms. Some forms of derivatives—such as exchange-
traded futures and options on securities, commodities, or indexes—have been
trading on regulated exchanges for decades. These types of derivatives are
standardized contracts that can easily be bought and sold and whose market
values are determined and published daily. On the other hand, non-exchange-
traded derivatives—such as certain swap agreements and foreign currency
exchange forward contracts—tend to be more specialized or complex and may be
more difficult to accurately value.

 

Vanguard administers a small portion of the Fund‘s assets to facilitate cash flows to and from the Fund‘s advisors. The Fund may invest these assets in equity futures, which are a type of derivative, and/or shares of exchange-traded funds (ETFs), including ETF Shares issued by Vanguard stock funds. These equity futures and ETFs typically provide returns similar to those of common stocks. The Fund may also purchase futures or ETFs when doing so will reduce the Fund‘s transaction costs or have the potential to add value because the instruments are favorably priced. Vanguard receives no additional revenue from Fund assets invested in ETF Shares of other Vanguard funds. Fund assets invested in ETF Shares are excluded when allocating to the Fund its share of the costs of Vanguard operations.

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Cash Management

The Fund‘s daily cash balance may be invested in Vanguard Market Liquidity Fund and/or Vanguard Municipal Cash Management Fund (each, a CMT Fund), which are low-cost money market funds. When investing in a CMT Fund, the Fund bears its proportionate share of the expenses of the CMT Fund in which it invests. Vanguard receives no additional revenue from Fund assets invested in a CMT Fund.

Methods Used to Meet Redemption Requests

Under normal circumstances, the Fund typically expects to meet redemptions with positive cash flows. When this is not an option, the Fund seeks to first meet redemptions from a cash or cash equivalent reserve. Alternatively, Vanguard may instruct the advisors to sell a cross section of the Fund’s holdings to meet redemptions, while also factoring in transaction costs. Additionally, the Fund may work with larger clients to implement their redemptions in a manner that is least disruptive to the portfolio; see “Potentially disruptive redemptions” under Redeeming Shares in the

Investing With Vanguard section.

Under certain circumstances, including under stressed market conditions, there are additional tools that the Fund may use in order to meet redemptions, including advancing the settlement of market trades with counterparties to match investor redemption payments or delaying settlement of an investor’s transaction to match trade settlement within regulatory requirements. The Fund may also suspend payment of redemption proceeds for up to seven days; see “Emergency circumstances” under Redeeming Shares in the Investing With Vanguard section. Additionally under these unusual circumstances, the Fund may borrow money (subject to certain regulatory conditions and if available under board-approved procedures) through an interfund lending facility or through a bank line-of-credit, including a joint committed credit facility, in order to meet redemption requests.

Temporary Investment Measures

The Fund may temporarily depart from its normal investment policies and strategies when an advisor believes that doing so is in the Fund‘s best interest, so long as the strategy or policy employed is consistent with the Fund‘s investment objective. For instance, the Fund may invest beyond its normal limits in derivatives or exchange-traded funds that are consistent with the Fund‘s investment objective when those instruments are more favorably priced or provide needed liquidity, as might be the case if the Fund is transitioning assets from one advisor to another or receives large cash flows that it cannot prudently invest immediately.

In addition, the Fund may take temporary defensive positions that are inconsistent with its normal investment policies and strategies—for instance, by allocating substantial assets to cash equivalent investments or other less volatile instruments—

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in response to adverse or unusual market, economic, political, or other conditions. In doing so, the Fund may succeed in avoiding losses but may otherwise fail to achieve its investment objective.

Frequent Trading or Market-Timing

Background. Some investors try to profit from strategies involving frequent trading of mutual fund shares, such as market-timing. For funds holding foreign securities, investors may try to take advantage of an anticipated difference between the price of the fund’s shares and price movements in overseas markets, a practice also known as time-zone arbitrage. Investors also may try to engage in frequent trading of funds holding investments such as small-cap stocks and high-yield bonds. As money is shifted into and out of a fund by a shareholder engaging in frequent trading, the fund incurs costs for buying and selling securities, resulting in increased brokerage and administrative costs. These costs are borne by all fund shareholders, including the long-term investors who do not generate the costs. In addition, frequent trading may interfere with an advisor’s ability to efficiently manage the fund.

Policies to address frequent trading. The Vanguard funds (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) do not knowingly accommodate frequent trading. The board of trustees of each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) has adopted policies and procedures reasonably designed to detect and discourage frequent trading and, in some cases, to compensate the fund for the costs associated with it. These policies and procedures do not apply to ETF Shares because frequent trading in ETF Shares generally does not disrupt portfolio management or otherwise harm fund shareholders. Although there is no assurance that Vanguard will be able to detect or prevent frequent trading or market-timing in all circumstances, the following policies have been adopted to address these issues:

• Each Vanguard fund reserves the right to reject any purchase request—including exchanges from other Vanguard funds—without notice and regardless of size. For example, a purchase request could be rejected because the investor has a history of frequent trading or if Vanguard determines that such purchase may negatively affect a fund’s operation or performance.

• Each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) generally prohibits, except as otherwise noted in the Investing With Vanguard section, an investor’s purchases or exchanges into a fund account for 30 calendar days after the investor has redeemed or exchanged out of that fund account.

• Certain Vanguard funds charge shareholders purchase and/or redemption fees on transactions.

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See the Investing With Vanguard section of this prospectus for further details on Vanguard’s transaction policies.

Each Vanguard fund (other than retail and government money market funds), in determining its net asset value, will use fair-value pricing when appropriate, as described in the Share Price section. Fair-value pricing may reduce or eliminate the profitability of certain frequent-trading strategies.

Do not invest with Vanguard if you are a market-timer.

Turnover Rate

Although the Fund generally seeks to invest for the long term, it may sell securities regardless of how long they have been held. The Financial Highlights section of this prospectus shows historical turnover rates for the Fund. A turnover rate of 100%, for example, would mean that the Fund had sold and replaced securities valued at 100% of its net assets within a one-year period.

Plain Talk About Turnover Rate
 
Before investing in a mutual fund, you should review its turnover rate. This rate
gives an indication of how transaction costs, which are not included in the fund’s
expense ratio, could affect the fund’s future returns. In general, the greater the
volume of buying and selling by the fund, the greater the impact that brokerage
commissions and other transaction costs will have on its return. Also, funds with
high turnover rates may be more likely to generate capital gains, including short-
term capital gains, that must be distributed to shareholders and will be taxable to
shareholders investing through a taxable account.

 

The Fund and Vanguard

The Fund is a member of The Vanguard Group, a family of over 200 funds holding assets of approximately $4.7 trillion. All of the funds that are members of The Vanguard Group (other than funds of funds) share in the expenses associated with administrative services and business operations, such as personnel, office space, and equipment.

Vanguard Marketing Corporation provides marketing services to the funds. Although fund shareholders do not pay sales commissions or 12b-1 distribution fees, each fund (other than a fund of funds) or each share class of a fund (in the case of a fund with multiple share classes) pays its allocated share of the Vanguard funds’ marketing costs.

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Plain Talk About Vanguard’s Unique Corporate Structure

The Vanguard Group is owned jointly by the funds it oversees and thus indirectly by the shareholders in those funds. Most other mutual funds are operated by management companies that are owned by third parties—either public or private stockholders—and not by the funds they serve.

Investment Advisors

The Fund uses a multimanager approach. Each advisor independently manages its assigned portion of the Fund’s assets, subject to the supervision and oversight of Vanguard and the Fund’s board of trustees. The board of trustees designates the proportion of Fund assets to be managed by each advisor and may change these proportions at any time.

• Barrow, Hanley, Mewhinney & Strauss, LLC, 2200 Ross Avenue, 31st Floor, Dallas, TX 75201, is an investment advisory firm founded in 1979. As of October 31, 2018, Barrow, Hanley managed approximately $79 billion in assets.

• Hotchkis and Wiley Capital Management, LLC, 725 South Figueroa Street, 39th Floor, Los Angeles, CA 90017, is an investment advisory firm founded in 1980. As of October 31, 2018, Hotchkis and Wiley managed approximately $31 billion in assets.

• Lazard Asset Management LLC, 30 Rockefeller Plaza, New York, NY 10112, is an investment management firm and wholly owned subsidiary of Lazard Freres & Co., LLC. As of October 31, 2018, Lazard managed approximately $216 billion in assets.

• Sanders Capital, LLC, 390 Park Avenue, New York, NY 10022, is an investment advisory firm founded in 2009. As of October 31, 2018, Sanders managed approximately $29.7 billion in assets.

• The Vanguard Group, Inc., P.O. Box 2600, Valley Forge, PA 19482, which began operations in 1975, serves as advisor to the Fund through its Quantitative Equity Group. As of October 31, 2018, Vanguard served as advisor for approximately $4 trillion in assets.

The Fund pays each of its investment advisors (other than Vanguard) a base fee plus or minus a performance adjustment. Each base fee, which is paid quarterly, is a percentage of average daily net assets managed by the advisor during the most recent fiscal quarter. The base fee has breakpoints, which means that the percentage declines as assets go up. The performance adjustment, also paid quarterly, is based on the cumulative total return of each advisor’s portion of the Fund relative to that of the MSCI US Prime Market 750 Index (for Barrow, Hanley), the MSCI US Investable Market 2500 Index (for Hotchkis and Wiley), the S&P 500 Index (for Lazard), or the Russell 3000 Index (for Sanders), over the preceding 60-month period (a 36-month

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period for Barrow, Hanley and for Lazard). When the performance adjustment is positive, the Fund’s expenses increase; when it is negative, expenses decrease.

Vanguard provides investment advisory services to the Fund pursuant to the Funds’ Service Agreement and subject to the supervision and oversight of the trustees and officers of the Fund.

For the fiscal year ended October 31, 2018, the aggregate advisory fees and expenses represented an effective annual rate of 0.14% of the Fund’s average net assets before a performance-based decrease of 0.03%.

Under the terms of an SEC exemption, the Fund’s board of trustees may, without prior approval from shareholders, change the terms of an advisory agreement with a third-party investment advisor or hire a new third-party investment advisor—either as a replacement for an existing advisor or as an additional advisor. Any significant change in the Fund’s advisory arrangements will be communicated to shareholders in writing. As the Fund’s sponsor and overall manager, Vanguard may provide investment advisory services to the Fund at any time. Vanguard may also recommend to the board of trustees that an advisor be hired, terminated, or replaced or that the terms of an existing advisory agreement be revised. The Fund has filed an application seeking a similar SEC exemption with respect to investment advisors that are wholly owned subsidiaries of Vanguard. If the exemption is granted, the Fund may rely on the new SEC relief.

For a discussion of why the board of trustees approved the Fund’s investment advisory arrangements, see the most recent semiannual report to shareholders covering the fiscal period ended April 30.

The managers primarily responsible for the day-to-day management of the Fund are:

Jeff G. Fahrenbruch, CFA, Managing Director of Barrow, Hanley. He has worked in investment management since 1997; has been with Barrow, Hanley since 2002; has managed investment portfolios since 2012; and has co-managed a portion of the Fund since 2013. Education: B.B.A., University of Texas.

David W. Ganucheau, CFA, Managing Director of Barrow, Hanley. He has worked in investment management since 1996; has been with Barrow, Hanley since 2004; has managed investment portfolios since 2012; and has co-managed a portion of the Fund since 2013. Education: B.B.A., Southern Methodist University.

George H. Davis, Jr., Chief Executive Officer of Hotchkis and Wiley. He has worked in investment management since 1983, has been with Hotchkis and Wiley since 1988, and has co-managed a portion of the Fund since 2003. Education: B.A. and M.B.A., Stanford University.

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Scott McBride, CFA, President and Portfolio Manager of Hotchkis and Wiley. He has worked in investment management since joining Hotchkis and Wiley in 2001, has managed investment portfolios since 2004, and has co-managed a portion of the Fund since January 2019. Education: B.A., Georgetown University; M.B.A., Columbia University.

Andrew Lacey, Deputy Chairman of Lazard. He has worked in investment management for Lazard since 1995 and has co-managed a portion of the Fund since 2007. Education: B.A., Wesleyan University; M.B.A., Columbia University.

Ronald Temple, Managing Director of Lazard. He has worked in investment management since 1991, has managed investment portfolios since he joined Lazard in 2001, and has co-managed a portion of the Fund since 2018. Education: B.A., Duke University; M.P.P., Harvard University.

John P. Mahedy, CPA, Director of Research and Co-Chief Investment Officer of Sanders. He has worked in investment management since 1988, has managed investment portfolios since 2001, has been with Sanders since 2009, and has co-managed a portion of the Fund since 2010. Education: B.S. and M.B.A., New York University.

Lewis A. Sanders, CFA, Chief Executive Officer and Co-Chief Investment Officer of Sanders. He has worked in investment management since 1968, has managed investment portfolios since 1981, has been with Sanders since 2009, and has co-managed a portion of the Fund since 2010. Education: B.S., Columbia University.

James P. Stetler, Senior Portfolio Manager at Vanguard. He has been with Vanguard since 1982, has worked in investment management since 1996, has managed investment portfolios since 2003, and has co-managed a portion of the Fund since 2012. Education: B.S., Susquehanna University; M.B.A., Saint Joseph’s University.

Binbin Guo, Ph.D., Principal of Vanguard and head of the Alpha Equity Investment team within Vanguard’s Quantitative Equity Group. He oversees the active quantitative equity funds and separately managed equity accounts. He has been with Vanguard since 2007 and has co-managed a portion of the Fund since 2016. Education: B.S. and M.S., Tsinghua University, China; Ph.D. and M.Phil., Yale University.

The Statement of Additional Information provides information about each portfolio manager’s compensation, other accounts under management, and ownership of shares of the Fund.

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Dividends, Capital Gains, and Taxes

Fund Distributions

The Fund distributes to shareholders virtually all of its net income (interest and dividends, less expenses) as well as any net short-term or long-term capital gains realized from the sale of its holdings. Income dividends generally are distributed semiannually in June and December; capital gains distributions, if any, generally occur annually in December. In addition, the Fund may occasionally make a supplemental distribution at some other time during the year.

You can receive distributions of income or capital gains in cash, or you can have them automatically reinvested in more shares of the Fund. However, if you are investing through an employer-sponsored retirement or savings plan, your distributions will be automatically reinvested in additional Fund shares.

Plain Talk About Distributions
 
As a shareholder, you are entitled to your portion of a fund’s income from interest
and dividends as well as capital gains from the fund’s sale of investments.
Income consists of both the dividends that the fund earns from any stock
holdings and the interest it receives from any money market and bond
investments. Capital gains are realized whenever the fund sells securities for
higher prices than it paid for them. These capital gains are either short-term or
long-term, depending on whether the fund held the securities for one year or less
or for more than one year.

 

Basic Tax Points

Investors in taxable accounts should be aware of the following basic federal income tax points:

• Distributions are taxable to you whether or not you reinvest these amounts in additional Fund shares.

• Distributions declared in December—if paid to you by the end of January—are taxable as if received in December.

• Any dividend distribution or short-term capital gains distribution that you receive is taxable to you as ordinary income. If you are an individual and meet certain holding-period requirements with respect to your Fund shares, you may be eligible for reduced tax rates on “qualified dividend income,” if any, distributed by the Fund.

• Any distribution of net long-term capital gains is taxable to you as long-term capital gains, no matter how long you have owned shares in the Fund.

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• Capital gains distributions may vary considerably from year to year as a result of the Fund‘s normal investment activities and cash flows.

• A sale or exchange of Fund shares is a taxable event. This means that you may have a capital gain to report as income, or a capital loss to report as a deduction, when you

complete your tax return.

• Any conversion between classes of shares of the same fund is a nontaxable event. By contrast, an exchange between classes of shares of different funds is a taxable event.

• Vanguard (or your intermediary) will send you a statement each year showing the tax status of all of your distributions.

Individuals, trusts, and estates whose income exceeds certain threshold amounts are subject to a 3.8% Medicare contribution tax on “net investment income.” Net investment income takes into account distributions paid by the Fund and capital gains from any sale or exchange of Fund shares.

Dividend distributions and capital gains distributions that you receive, as well as your gains or losses from any sale or exchange of Fund shares, may be subject to state and local income taxes.

This prospectus provides general tax information only. If you are investing through a tax-advantaged account, such as an IRA or an employer-sponsored retirement or savings plan, special tax rules apply. Please consult your tax advisor for detailed information about any tax consequences for you.

Plain Talk About Buying a Dividend
 
Unless you are a tax-exempt investor or investing through a tax-advantaged
account (such as an IRA or an employer-sponsored retirement or savings plan),
you should consider avoiding a purchase of fund shares shortly before the fund
makes a distribution, because doing so can cost you money in taxes. This is
known as “buying a dividend.” For example: On December 15, you invest $5,000,
buying 250 shares for $20 each. If the fund pays a distribution of $1 per share on
December 16, its share price will drop to $19 (not counting market change). You
still have only $5,000 (250 shares x $19 = $4,750 in share value, plus 250 shares
x $1 = $250 in distributions), but you owe tax on the $250 distribution you
received—even if you reinvest it in more shares. To avoid buying a dividend, check
a fund’s distribution schedule before you invest.

 

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General Information

Backup withholding. By law, Vanguard must withhold 24% of any taxable distributions or redemptions from your account if you do not:

• Provide your correct taxpayer identification number.

• Certify that the taxpayer identification number is correct.

• Confirm that you are not subject to backup withholding.

Similarly, Vanguard (or your intermediary) must withhold taxes from your account if the IRS instructs us to do so.

Foreign investors. Vanguard funds offered for sale in the United States (Vanguard U.S. funds), including the Fund offered in this prospectus, are not widely available outside the United States. Non-U.S. investors should be aware that U.S. withholding and estate taxes and certain U.S. tax reporting requirements may apply to any investments in Vanguard U.S. funds. Foreign investors should visit the Non-U.S. investors page on our website at vanguard.com for information on Vanguard’s non-U.S. products.

Invalid addresses. If a dividend distribution or capital gains distribution check mailed to your address of record is returned as undeliverable, Vanguard will automatically reinvest the distribution and all future distributions until you provide us with a valid mailing address. Reinvestments will receive the net asset value calculated on the date of the reinvestment.

Share Price

Share price, also known as net asset value (NAV), is calculated each business day as of the close of regular trading on the New York Stock Exchange (NYSE), generally 4 p.m., Eastern time. In the rare event the NYSE experiences unanticipated disruptions and is unavailable at the close of the trading day, NAVs will be calculated as of the close of regular trading on the Nasdaq (or another alternate exchange if the Nasdaq is unavailable, as determined at Vanguard’s discretion), generally 4 p.m., Eastern time. Each share class has its own NAV, which is computed by dividing the total assets, minus liabilities, allocated to the share class by the number of Fund shares outstanding for that class. On U.S. holidays or other days when the NYSE is closed, the NAV is not calculated, and the Fund does not sell or redeem shares. However, on those days the value of the Fund’s assets may be affected to the extent that the Fund holds securities that change in value on those days (such as foreign securities that trade on foreign markets that are open).

Stocks held by a Vanguard fund are valued at their market value when reliable market quotations are readily available from the principal exchange or market on which they are traded. Such securities are generally valued at their official closing price, the last reported sales price, or if there were no sales that day, the mean between the closing

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bid and asking prices. When a fund determines that market quotations either are not readily available or do not accurately reflect the value of a security, the security is priced at its fair value (the amount that the owner might reasonably expect to receive upon the current sale of the security).

The values of any foreign securities held by a fund are converted into U.S. dollars using an exchange rate obtained from an independent third party as of the close of regular trading on the NYSE. The values of any mutual fund shares, including institutional money market fund shares, held by a fund are based on the NAVs of the shares. The values of any ETF shares or closed-end fund shares held by a fund are based on the market value of the shares.

A fund also will use fair-value pricing if the value of a security it holds has been materially affected by events occurring before the fund’s pricing time but after the close of the principal exchange or market on which the security is traded. This most commonly occurs with foreign securities, which may trade on foreign exchanges that close many hours before the fund’s pricing time. Intervening events might be company-specific (e.g., earnings report, merger announcement) or country-specific or regional/global (e.g., natural disaster, economic or political news, act of terrorism, interest rate change). Intervening events include price movements in U.S. markets that exceed a specified threshold or that are otherwise deemed to affect the value of foreign securities.

Fair-value pricing may be used for domestic securities—for example, if (1) trading in a security is halted and does not resume before the fund’s pricing time or a security does not trade in the course of a day and (2) the fund holds enough of the security that its price could affect the NAV.

Fair-value prices are determined by Vanguard according to procedures adopted by the board of trustees. When fair-value pricing is employed, the prices of securities used by a fund to calculate the NAV may differ from quoted or published prices for the same securities.

Vanguard fund share prices are published daily on our website at vanguard.com/prices.

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Financial Highlights

The following financial highlights tables are intended to help you understand the Fund’s financial performance for the periods shown, and certain information reflects financial results for a single Fund share. The total returns in each table represent the rate that an investor would have earned or lost each period on an investment in the Fund (assuming reinvestment of all distributions). This information has been obtained from the financial statements audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, whose report—along with the Fund’s financial statements—is included in the Fund‘s most recent annual report to shareholders. You may obtain a free copy of the latest annual or semiannual report by visiting vanguard.com or by contacting Vanguard by telephone or mail.

Windsor II Fund Investor Shares          
      Year Ended October 31,
For a Share Outstanding Throughout Each Period 2018 2017 2016 2015 2014
Net Asset Value, Beginning of Period $38.81 $35.03 $36.73 $39.59 $36.19
Investment Operations          
Net Investment Income .783 1 .750 1 .847 1 .809 .868
Net Realized and Unrealized Gain (Loss)          
on Investments .950 5.847 .096 (.229) 4.167
Total from Investment Operations 1.733 6.597 .943 .580 5.035
Distributions          
Dividends from Net Investment Income (.740) (.851) (.781) (.827) (.838)
Distributions from Realized Capital Gains (2.413) (1.966) (1.862) (2.613) (.797)
Total Distributions (3.153) (2.817) (2.643) (3.440) (1.635)
Net Asset Value, End of Period $37.39 $38.81 $35.03 $36.73 $39.59
Total Return2 4.44% 19.60% 2.86% 1.57% 14.36%
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $12,061 $13,638 $13,773 $15,397 $17,312
Ratio of Total Expenses to Average Net Assets3 0.33% 0.34% 0.33% 0.34% 0.36%
Ratio of Net Investment Income to Average          
Net Assets 2.04% 2.01% 2.46% 2.12% 2.28%
Portfolio Turnover Rate 29% 32% 33% 26% 27%

 

1 Calculated based on average shares outstanding.

2 Total returns do not include account service fees that may have applied in the periods shown.

3 Includes performance-based investment advisory fee increases (decreases) of (0.03%), (0.02%), (0.03%), (0.02%), and 0.00%.

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Windsor II Fund Admiral Shares          
      Year Ended October 31,
For a Share Outstanding Throughout Each Period 2018 2017 2016 2015 2014
Net Asset Value, Beginning of Period $68.88 $62.18 $65.20 $70.27 $64.23
Investment Operations          
Net Investment Income 1.4431 1.3771 1.5521 1.492 1.601
Net Realized and Unrealized Gain (Loss)          
on Investments 1.682 10.376 .168 (.401) 7.398
Total from Investment Operations 3.125 11.753 1.720 1.091 8.999
Distributions          
Dividends from Net Investment Income (1.371) (1.565) (1.437) (1.525) (1.545)
Distributions from Realized Capital Gains (4.284) (3.488) (3.303) (4.636) (1.414)
Total Distributions (5.655) (5.053) (4.740) (6.161) (2.959)
Net Asset Value, End of Period $66.35 $68.88 $62.18 $65.20 $70.27
Total Return2 4.52% 19.68% 2.94% 1.66% 14.46%
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $34,126 $35,514 $30,991 $31,763 $32,898
Ratio of Total Expenses to Average Net Assets3 0.25% 0.26% 0.25% 0.26% 0.28%
Ratio of Net Investment Income to Average          
Net Assets 2.12% 2.09% 2.54% 2.20% 2.36%
Portfolio Turnover Rate 29% 32% 33% 26% 27%

 

1 Calculated based on average shares outstanding.

2 Total returns do not include account service fees that may have applied in the periods shown.

3 Includes performance-based investment advisory fee increases (decreases) of (0.03%), (0.02%), (0.03%), (0.02%), and 0.00%.

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Investing With Vanguard

This section of the prospectus explains the basics of doing business with Vanguard. Vanguard fund shares can be held directly with Vanguard or indirectly through an intermediary, such as a bank, a broker, or an investment advisor. If you hold Vanguard fund shares directly with Vanguard, you should carefully read each topic within this section that pertains to your relationship with Vanguard. If you hold Vanguard fund shares indirectly through an intermediary (including shares held in a brokerage account through Vanguard Brokerage Services®), please see Investing With Vanguard Through Other Firms, and also refer to your account agreement with the intermediary for information about transacting in that account. If you hold Vanguard fund shares through an employer-sponsored retirement or savings plan, please see Employer-Sponsored Plans. Vanguard reserves the right to change the following policies without notice. Please call or check online for current information. See Contacting Vanguard.

For Vanguard fund shares held directly with Vanguard, each fund you hold in an account is a separate “fund account.” For example, if you hold three funds in a nonretirement account titled in your own name, two funds in a nonretirement account titled jointly with your spouse, and one fund in an individual retirement account, you have six fund accounts—and this is true even if you hold the same fund in multiple accounts. Note that each reference to “you” in this prospectus applies to any one or more registered account owners or persons authorized to transact on your account.

Purchasing Shares

Vanguard reserves the right, without notice, to increase or decrease the minimum amount required to open, convert shares to, or maintain a fund account or to add to an existing fund account.

Investment minimums may differ for certain categories of investors.

Account Minimums for Investor Shares To open and maintain an account. $3,000.

To add to an existing account. Generally $1.

Account Minimums for Admiral Shares

To open and maintain an account. $50,000. If you request Admiral Shares when you open a new account but the investment amount does not meet the account minimum for Admiral Shares, your investment will be placed in Investor Shares of the Fund. Financial intermediaries, institutional clients, and Vanguard-advised clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Admiral Shares. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility.

To add to an existing account. Generally $1.

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How to Initiate a Purchase Request

Be sure to check Exchanging Shares, Frequent-Trading Limitations, and Other Rules You Should Know before placing your purchase request.

Online. You may open certain types of accounts, request a purchase of shares, and request an exchange through our website or our mobile application if you are registered for online access.

By telephone. You may call Vanguard to begin the account registration process or request that the account-opening forms be sent to you. You may also call Vanguard to request a purchase of shares in your account or to request an exchange. See

Contacting Vanguard.

By mail. You may send Vanguard your account registration form and check to open a new fund account. To add to an existing fund account, you may send your check with an Invest-by-Mail form (from a transaction confirmation or your account statement) or with a deposit slip (available online). For a list of Vanguard addresses, see Contacting Vanguard.

How to Pay for a Purchase

By electronic bank transfer. You may purchase shares of a Vanguard fund through an electronic transfer of money from a bank account. To establish the electronic bank transfer service on an account, you must designate the bank account online, complete a form, or fill out the appropriate section of your account registration form. After the service is set up on your account, you can purchase shares by electronic bank transfer on a regular schedule (Automatic Investment Plan) or upon request. Your purchase request can be initiated online (if you are registered for online access), by telephone, or by mail.

By wire. Wiring instructions vary for different types of purchases. Please call Vanguard for instructions and policies on purchasing shares by wire. See Contacting Vanguard.

By check. You may make initial or additional purchases to your fund account by sending a check with a deposit slip or by utilizing our mobile application if you are registered for online access. Also see How to Initiate a Purchase Request. Make your check payable to Vanguard and include the appropriate fund number (e.g., Vanguard—xx). For a list of Fund numbers (for share classes in this prospectus), see Additional Information.

By exchange. You may purchase shares of a Vanguard fund using the proceeds from the simultaneous redemption of shares of another Vanguard fund. You may initiate an exchange online (if you are registered for online access), by telephone, or by mail with an exchange form. See Exchanging Shares.

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Trade Date

The trade date for any purchase request received in good order will depend on the day and time Vanguard receives your request, the manner in which you are paying, and the type of fund you are purchasing. Your purchase will be executed using the NAV as calculated on the trade date. NAVs are calculated only on days that the NYSE is open for trading (a business day).

For purchases by check into all funds other than money market funds and for purchases by exchange, wire, or electronic bank transfer (not using an Automatic Investment Plan) into all funds: If the purchase request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date for the purchase will be the same day. If the purchase request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date for the purchase will be the next business day.

For purchases by check into money market funds: If the purchase request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date for the purchase will be the next business day. If the purchase request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date for the purchase will be the second business day following the day Vanguard receives the purchase request. Because money market instruments must be purchased with federal funds and it takes a money market mutual fund one business day to convert check proceeds into federal funds, the trade date for the purchase will be one business day later than for other funds.

For purchases by electronic bank transfer using an Automatic Investment Plan: Your trade date generally will be the date you selected for withdrawal of funds from your designated bank account. Your bank account generally will be debited on the business day after your trade date. If the date you selected for withdrawal of funds from your bank account falls on a weekend, holiday, or other nonbusiness day, your trade date generally will be the previous business day. For retirement accounts, if the date you selected for withdrawal of funds from your designated bank account falls on the last business day of the year, your trade date will be the first business day of the following year. Please note that if you select the first of the month for automated withdrawals from your designated bank account, trades designated for January 1 will receive the next business day’s trade date.

If your purchase request is not accurate and complete, it may be rejected. See Other Rules You Should Know—Good Order.

For further information about purchase transactions, consult our website at vanguard.com or see Contacting Vanguard.

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Other Purchase Rules You Should Know

Admiral Shares. Admiral Shares generally are not available for SIMPLE IRAs and Vanguard Individual 401(k) Plans.

Check purchases. All purchase checks must be written in U.S. dollars and must be drawn on a U.S. bank and be accompanied by good order instructions. Vanguard does not accept cash, traveler’s checks, starter checks, or money orders. In addition, Vanguard may refuse checks that are not made payable to Vanguard.

New accounts. We are required by law to obtain from you certain personal information that we will use to verify your identity. If you do not provide the information, we may not be able to open your account. If we are unable to verify your identity, Vanguard reserves the right, without notice, to close your account or take such other steps as we deem reasonable. Certain types of accounts may require additional documentation.

Refused or rejected purchase requests. Vanguard reserves the right to stop selling fund shares or to reject any purchase request at any time and without notice, including, but not limited to, purchases requested by exchange from another Vanguard fund. This also includes the right to reject any purchase request because the investor has a history of frequent trading or because the purchase may negatively affect a fund’s operation or performance.

Large purchases. Call Vanguard before attempting to invest a large dollar amount.

No cancellations. Vanguard will not accept your request to cancel any purchase request once processing has begun. Please be careful when placing a purchase request.

Converting Shares

When a conversion occurs, you receive shares of one class in place of shares of another class of the same fund. At the time of conversion, the dollar value of the “new” shares you receive equals the dollar value of the “old” shares that were converted. In other words, the conversion has no effect on the value of your investment in the fund at the time of the conversion. However, the number of shares you own after the conversion may be greater than or less than the number of shares you owned before the conversion, depending on the NAVs of the two share classes.

Vanguard will not accept your request to cancel any self-directed conversion request once processing has begun. Please be careful when placing a conversion request.

A conversion between share classes of the same fund is a nontaxable event.

Trade Date

The trade date for any conversion request received in good order will depend on the day and time Vanguard receives your request. Your conversion will be executed using

27


 

the NAVs of the different share classes on the trade date. NAVs are calculated only on days that the NYSE is open for trading (a business day).

For a conversion request received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. For a conversion request received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day. See Other Rules You Should Know.

Conversions From Investor Shares to Admiral Shares

Self-directed conversions. If your account balance in the Fund is at least $50,000, you may ask Vanguard to convert your Investor Shares to Admiral Shares. You may request a conversion through our website (if you are registered for online access), by telephone, or by mail. Financial intermediaries, institutional clients, and Vanguard-advised clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Admiral Shares. See Contacting Vanguard. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility.

Automatic conversions. Vanguard conducts periodic reviews of account balances and may, if your account balance in the Fund exceeds $50,000, automatically convert your Investor Shares to Admiral Shares. You will be notified before an automatic conversion occurs and will have an opportunity to instruct Vanguard not to effect the conversion. Financial intermediaries, institutional clients, and Vanguard-advised clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Admiral Shares. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility.

Mandatory Conversions to Investor Shares

If an account no longer meets the balance requirements for Admiral Shares, Vanguard may automatically convert the shares in the account to Investor Shares. A decline in the account balance because of market movement may result in such a conversion. Vanguard will notify the investor in writing before any mandatory conversion occurs.

Redeeming Shares

How to Initiate a Redemption Request

Be sure to check Exchanging Shares, Frequent-Trading Limitations, and Other Rules You Should Know before placing your redemption request.

Online. You may request a redemption of shares or request an exchange through our website or our mobile application if you are registered for online access.

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By telephone. You may call Vanguard to request a redemption of shares or an exchange. See Contacting Vanguard.

By mail. You may send a form (available online) to Vanguard to redeem from a fund account or to make an exchange. See Contacting Vanguard.

How to Receive Redemption Proceeds

By electronic bank transfer. You may have the proceeds of a fund redemption sent directly to a designated bank account. To establish the electronic bank transfer service on an account, you must designate a bank account online, complete a form, or fill out the appropriate section of your account registration form. After the service is set up on your account, you can redeem shares by electronic bank transfer on a regular schedule (Automatic Withdrawal Plan) or upon request. Your redemption request can be initiated online (if you are registered for online access), by telephone, or by mail.

By wire. To receive your proceeds by wire, you may instruct Vanguard to wire your redemption proceeds ($100 minimum) to a previously designated bank account. To establish the wire redemption service, you generally must designate a bank account online, complete a form, or fill out the appropriate section of your account registration form.

Please note that Vanguard charges a $10 wire fee for outgoing wire redemptions. The fee is assessed in addition to, rather than being withheld from, redemption proceeds and is paid directly to the fund in which you invest. For example, if you redeem $100 via a wire, you will receive the full $100, and the $10 fee will be assessed to your fund account with an additional redemption of fund shares. If you redeem your entire fund account, your redemption proceeds will be reduced by the amount of the fee. The wire fee does not apply to accounts held by Flagship and Flagship Select clients; accounts held through intermediaries, including Vanguard Brokerage Services; or accounts held by institutional clients.

By exchange. You may have the proceeds of a Vanguard fund redemption invested directly in shares of another Vanguard fund. You may initiate an exchange online (if you are registered for online access), by telephone, or by mail. See Exchanging Shares.

By check. If you have not chosen another redemption method, Vanguard will mail you a redemption check, generally payable to all registered account owners, normally within two business days of your trade date, and generally to the address of record.

Trade Date

The trade date for any redemption request received in good order will depend on the day and time Vanguard receives your request and the manner in which you are redeeming. Your redemption will be executed using the NAV as calculated on the

29


 

trade date. NAVs are calculated only on days that the NYSE is open for trading (a business day).

For redemptions by check, exchange, or wire: If the redemption request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. If the redemption request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day.

• Note on timing of wire redemptions from money market funds: For telephone requests received by Vanguard on a business day before 10:45 a.m., Eastern time (2 p.m., Eastern time, for Vanguard Prime Money Market Fund; 12:30 p.m., Eastern time, for Vanguard Federal Money Market Fund), the redemption proceeds generally will leave Vanguard by the close of business the same day. For telephone requests received by Vanguard on a business day after those cut-off times, or on a nonbusiness day, and for all requests other than by telephone, the redemption proceeds generally will leave Vanguard by the close of business on the next business day.

• Note on timing of wire redemptions from all other funds: For requests received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the redemption proceeds generally will leave Vanguard by the close of business on the next business day. For requests received by Vanguard on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the redemption proceeds generally will leave Vanguard by the close of business on the second business day after Vanguard receives the request.

For redemptions by electronic bank transfer using an Automatic Withdrawal Plan: Your trade date generally will be the date you selected for withdrawal of funds (redemption of shares) from your Vanguard account. Proceeds of redeemed shares generally will be credited to your designated bank account two business days after your trade date. If the date you selected for withdrawal of funds from your Vanguard account falls on a weekend, holiday, or other nonbusiness day, your trade date generally will be the previous business day. For retirement accounts, if the date you selected for withdrawal of funds from your Vanguard account falls on the last day of the year and if that date is a holiday, your trade date will be the first business day of the following year. Please note that if you designate the first of the month for automated withdrawals, trades designated for January 1 will receive the next business day’s trade date.

For redemptions by electronic bank transfer not using an Automatic Withdrawal Plan: If the redemption request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. If the redemption request is received on a business day after the

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close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day.

If your redemption request is not accurate and complete, it may be rejected. If we are unable to send your redemption proceeds by wire or electronic bank transfer because the receiving institution rejects the transfer, Vanguard will make additional efforts to complete your transaction. If Vanguard is still unable to complete the transaction, we may send the proceeds of the redemption to you by check, generally payable to all registered account owners, or use your proceeds to purchase new shares of the fund from which you sold shares for the purpose of the wire or electronic bank transfer transaction. See Other Rules You Should Know—Good Order.

If your redemption request is received in good order, we typically expect that redemption proceeds will be paid by the Fund within one business day of the trade date; however, in certain circumstances, investors may experience a longer settlement period at the time of the transaction. For further information, see “Potentially disruptive redemptions” and “Emergency circumstances.”

For further information about redemption transactions, consult our website at vanguard.com or see Contacting Vanguard.

Other Redemption Rules You Should Know

Documentation for certain accounts. Special documentation may be required to redeem from certain types of accounts, such as trust, corporate, nonprofit, or retirement accounts. Please call us before attempting to redeem from these types of accounts.

Potentially disruptive redemptions. Vanguard reserves the right to pay all or part of a redemption in kind—that is, in the form of securities—if we reasonably believe that a cash redemption would negatively affect the fund’s operation or performance or that the shareholder may be engaged in market-timing or frequent trading. Under these circumstances, Vanguard also reserves the right to delay payment of the redemption proceeds for up to seven calendar days. By calling us before you attempt to redeem a large dollar amount, you may avoid in-kind or delayed payment of your redemption. Please see Frequent-Trading Limitations for information about Vanguard’s policies to limit frequent trading.

Recently purchased shares. Although you can redeem shares at any time, proceeds may not be made available to you until the fund collects payment for your purchase. This may take up to seven calendar days for shares purchased by check or by electronic bank transfer. If you have written a check on a fund with checkwriting privileges, that check may be rejected if your fund account does not have a sufficient available balance.

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Share certificates. Share certificates are no longer issued for Vanguard funds. Shares currently held in certificates cannot be redeemed, exchanged, converted, or transferred (reregistered) until you return the certificates (unsigned) to Vanguard by registered mail. For the correct address, see Contacting Vanguard.

Address change. If you change your address online or by telephone, there may be up to a 15-day restriction on your ability to request check redemptions online and by telephone. You can request a redemption in writing (using a form available online) at any time. Confirmations of address changes are sent to both the old and new addresses.

Payment to a different person or address. At your request, we can make your redemption check payable, or wire your redemption proceeds, to a different person or send it to a different address. However, this generally requires the written consent of all registered account owners and may require additional documentation, such as a signature guarantee or a notarized signature. You may obtain a signature guarantee from some commercial or savings banks, credit unions, trust companies, or member firms of a U.S. stock exchange.

No cancellations. Vanguard will not accept your request to cancel any redemption request once processing has begun. Please be careful when placing a redemption request.

Emergency circumstances. Vanguard funds can postpone payment of redemption proceeds for up to seven calendar days. In addition, Vanguard funds can suspend redemptions and/or postpone payments of redemption proceeds beyond seven calendar days at times when the NYSE is closed or during emergency circumstances, as determined by the SEC.

Exchanging Shares

An exchange occurs when you use the proceeds from the redemption of shares of one Vanguard fund to simultaneously purchase shares of a different Vanguard fund. You can make exchange requests online (if you are registered for online access), by telephone, or by mail. See Purchasing Shares and Redeeming Shares.

If the NYSE is open for regular trading (generally until 4 p.m., Eastern time, on a business day) at the time an exchange request is received in good order, the trade date generally will be the same day. See Other Rules You Should Know—Good Order for additional information on all transaction requests.

Vanguard will not accept your request to cancel any exchange request once processing has begun. Please be careful when placing an exchange request.

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Call Vanguard before attempting to exchange a large dollar amount. By calling us before you attempt to exchange a large dollar amount, you may avoid delayed or rejected transactions.

Please note that Vanguard reserves the right, without notice, to revise or terminate the exchange privilege, limit the amount of any exchange, or reject an exchange, at any time, for any reason. See Frequent-Trading Limitations for additional restrictions on exchanges.

Frequent-Trading Limitations

Because excessive transactions can disrupt management of a fund and increase the fund’s costs for all shareholders, the board of trustees of each Vanguard fund places certain limits on frequent trading in the funds. Each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) limits an investor’s purchases or exchanges into a fund account for 30 calendar days after the investor has redeemed or exchanged out of that fund account. ETF Shares are not subject to these frequent-trading limits.

For Vanguard Retirement Investment Program pooled plans, the limitations apply to exchanges made online or by telephone.

These frequent-trading limitations do not apply to the following:

• Purchases of shares with reinvested dividend or capital gains distributions.

• Transactions through Vanguard’s Automatic Investment Plan, Automatic Exchange

Service, Direct Deposit Service, Automatic Withdrawal Plan, Required Minimum Distribution Service, and Vanguard Small Business Online®.

• Discretionary transactions through Vanguard Personal Advisor Services® and Vanguard Institutional Advisory Services®.

• Redemptions of shares to pay fund or account fees.

• Redemptions of shares to remove excess shareholder contributions to certain

types of retirement accounts (including, but not limited to, IRAs, certain Individual 403(b)(7) Custodial Accounts, and Vanguard Individual 401(k) Plans).

• Transfers and reregistrations of shares within the same fund.

• Purchases of shares by asset transfer or direct rollover.

• Conversions of shares from one share class to another in the same fund.

• Checkwriting redemptions.

• Section 529 college savings plans.

• Certain approved institutional portfolios and asset allocation programs, as well as

trades made by funds or trusts managed by Vanguard or its affiliates that invest in

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other Vanguard funds. (Please note that shareholders of Vanguard’s funds of funds are subject to the limitations.)

For participants in employer-sponsored defined contribution plans,* the frequent-trading limitations do not apply to:

• Purchases of shares with participant payroll or employer contributions or loan repayments.

• Purchases of shares with reinvested dividend or capital gains distributions.

• Distributions, loans, and in-service withdrawals from a plan.

• Redemptions of shares as part of a plan termination or at the direction of the plan.

• Transactions executed through the Vanguard Managed Account Program.

• Redemptions of shares to pay fund or account fees.

• Share or asset transfers or rollovers.

• Reregistrations of shares.

• Conversions of shares from one share class to another in the same fund.

• Exchange requests submitted by written request to Vanguard. (Exchange requests

submitted by fax, if otherwise permitted, are subject to the limitations.)

* The following Vanguard fund accounts are subject to the frequent-trading limitations: SEP-IRAs, SIMPLE IRAs, certain Individual 403(b)(7) Custodial Accounts, and Vanguard Individual 401(k) Plans.

Accounts Held by Institutions (Other Than Defined Contribution Plans)

Vanguard will systematically monitor for frequent trading in institutional clients’ accounts. If we detect suspicious trading activity, we will investigate and take appropriate action, which may include applying to a client’s accounts the 30-day policy previously described, prohibiting a client’s purchases of fund shares, and/or revoking the client’s exchange privilege.

Accounts Held by Intermediaries

When intermediaries establish accounts in Vanguard funds for the benefit of their clients, we cannot always monitor the trading activity of the individual clients. However, we review trading activity at the intermediary (omnibus) level, and if we detect suspicious activity, we will investigate and take appropriate action. If necessary, Vanguard may prohibit additional purchases of fund shares by an intermediary, including for the benefit of certain of the intermediary’s clients. Intermediaries also may monitor their clients’ trading activities with respect to Vanguard funds.

34


 

For those Vanguard funds that charge purchase and/or redemption fees, intermediaries will be asked to assess these fees on client accounts and remit these fees to the funds. The application of purchase and redemption fees and frequent-trading limitations may vary among intermediaries. There are no assurances that Vanguard will successfully identify all intermediaries or that intermediaries will properly assess purchase and redemption fees or administer frequent-trading limitations. If you invest with Vanguard through an intermediary, please read that firm’s materials carefully to learn of any other rules or fees that may apply.

Other Rules You Should Know

Prospectus and Shareholder Report Mailings

When two or more shareholders have the same last name and address, just one summary prospectus (or prospectus) and/or shareholder report may be sent in an attempt to eliminate the unnecessary expense of duplicate mailings. You may request individual prospectuses and reports by contacting our Client Services Department in writing, by telephone, or online. See Contacting Vanguard.

Vanguard.com

Registration. If you are a registered user of vanguard.com, you can review your account holdings; buy, sell, or exchange shares of most Vanguard funds; and perform most other transactions through our website. You must register for this service online.

Electronic delivery. Vanguard can deliver your account statements, transaction confirmations, prospectuses, certain tax forms, and shareholder reports electronically. If you are a registered user of vanguard.com, you can consent to the electronic delivery of these documents by logging on and changing your mailing preferences under “Account Maintenance.” You can revoke your electronic consent at any time through our website, and we will begin to send paper copies of these documents within 30 days of receiving your revocation.

Telephone Transactions

Automatic. When we set up your account, we will automatically enable you to do business with us by telephone, unless you instruct us otherwise in writing.

Tele-Account®. To obtain fund and account information through Vanguard’s automated telephone service, you must first establish a Personal Identification Number (PIN) by calling Tele-Account at 800-662-6273.

Proof of a caller’s authority. We reserve the right to refuse a telephone request if the caller is unable to provide the requested information or if we reasonably believe

35


 

that the caller is not an individual authorized to act on the account. Before we allow a caller to act on an account, we may request the following information:

• Authorization to act on the account (as the account owner or by legal documentation or other means).

• Account registration and address.

• Fund name and account number, if applicable.

• Other information relating to the caller, the account owner, or the account.

Good Order

We reserve the right to reject any transaction instructions that are not in “good order.” Good order generally means that your instructions:

• Are provided by the person(s) authorized in accordance with Vanguard’s policies and procedures to access the account and request transactions.

• Include the fund name and account number.

• Include the amount of the transaction (stated in dollars, shares, or percentage).

Written instructions also must generally be provided on a Vanguard form and include:

Signature(s) and date from the authorized person(s).

• Signature guarantees or notarized signatures, if required for the type of transaction.

(Call Vanguard for specific requirements.)

• Any supporting documentation that may be required.

Good order requirements may vary among types of accounts and transactions. For more information, consult our website at vanguard.com or see Contacting Vanguard.

Vanguard reserves the right, without notice, to revise the requirements for good order.

Future Trade-Date Requests

Vanguard does not accept requests to hold a purchase, conversion, redemption, or exchange transaction for a future date. All such requests will receive trade dates as previously described in Purchasing Shares, Converting Shares, Redeeming Shares, and

Exchanging Shares. Vanguard reserves the right to return future-dated purchase checks.

Accounts With More Than One Owner

If an account has more than one owner or authorized person, Vanguard generally will accept instructions from any one owner or authorized person.

Responsibility for Fraud

Vanguard will not be responsible for any account losses because of fraud if we reasonably believe that the person transacting business on an account is authorized to

36


 

do so. Please take precautions to protect yourself from fraud. Keep your account information private, and immediately review any account statements or other information that we provide to you. It is important that you contact Vanguard immediately about any transactions or changes to your account that you believe to be unauthorized.

Uncashed Checks

Please cash your distribution or redemption checks promptly. Vanguard will not pay interest on uncashed checks. Vanguard may be required to transfer assets related to uncashed checks to a state under the state’s abandoned property law.

Dormant Accounts

If your account has no activity in it for a period of time, Vanguard may be required to transfer it to a state under the state’s abandoned property law, subject to potential federal or state withholding taxes.

Unusual Circumstances

If you experience difficulty contacting Vanguard online or by telephone, you can send us your transaction request on a Vanguard form by regular or express mail. See Contacting Vanguard for addresses.

Investing With Vanguard Through Other Firms

You may purchase or sell shares of most Vanguard funds through a financial intermediary, such as a bank, a broker, or an investment advisor. Please consult your financial intermediary to determine which, if any, shares are available through that firm and to learn about other rules that may apply. Your financial intermediary can provide you with account information and any required tax forms. You may be required to pay a commission on purchases of mutual fund shares made through a financial intermediary.

Please see Frequent-Trading LimitationsAccounts Held by Intermediaries for information about the assessment of any purchase or redemption fees and the monitoring of frequent trading for accounts held by intermediaries.

Account Service Fee

Vanguard charges a $20 account service fee on fund accounts that have a balance below $10,000 for any reason, including market fluctuation. The account service fee applies to both retirement and nonretirement fund accounts and will be assessed on fund accounts in all Vanguard funds, regardless of the account minimum. The fee, which will be collected by redeeming fund shares in the amount of $20, will be deducted from a fund account only once per calendar year.

37


 

If you register on vanguard.com and elect to receive electronic delivery of statements, reports, and other materials for all of your fund accounts, the account service fee for balances below $10,000 will not be charged, so long as that election remains in effect.

The account service fee also does not apply to the following:

• Money market sweep accounts owned in connection with a Vanguard Brokerage Services account.*

• Accounts held through intermediaries.*

• Accounts held by institutional clients.

• Accounts held by Voyager, Voyager Select, Flagship, and Flagship Select clients.

Eligibility is based on total household assets held at Vanguard, with a minimum of $50,000 to qualify for Vanguard Voyager Services®, $500,000 for Vanguard Voyager Select Services®, $1 million for Vanguard Flagship Services®, and $5 million for Vanguard Flagship Select Services®. Vanguard determines eligibility by aggregating assets of all qualifying accounts held by the investor and immediate family members who reside at the same address. Aggregate assets include investments in Vanguard mutual funds, Vanguard ETFs®, certain annuities through Vanguard, the Vanguard 529 Plan, and certain small-business accounts. Assets in employer-sponsored retirement plans for which Vanguard provides recordkeeping services may be included in determining eligibility if the investor also has a personal account holding Vanguard mutual funds. Note that assets held in a Vanguard Brokerage Services account (other than Vanguard funds, including Vanguard ETFs) are not included when determining a household’s eligibility.

• Participant accounts in employer-sponsored defined contribution plans.** Please consult your enrollment materials for the rules that apply to your account.

• Section 529 college savings plans.

* Please note that intermediaries, including Vanguard Brokerage Services, may charge a separate fee.

** The following Vanguard fund accounts have alternative fee structures: SIMPLE

IRAs, certain Individual 403(b)(7) Custodial Accounts, Vanguard Retirement Investment Program pooled plans, and Vanguard Individual 401(k) Plans.

Low-Balance Accounts

The Fund reserves the right to liquidate a fund account whose balance falls below the account minimum for any reason, including market fluctuation. This liquidation policy applies to nonretirement fund accounts and accounts that are held through intermediaries. Any such liquidation will be preceded by written notice to the investor.

38


 

Right to Change Policies

In addition to the rights expressly stated elsewhere in this prospectus, Vanguard reserves the right, without notice, to (1) alter, add, or discontinue any conditions of purchase (including eligibility requirements), redemption, exchange, conversion, service, or privilege at any time; (2) accept initial purchases by telephone; (3) freeze any account and/or suspend account services if Vanguard has received reasonable notice of a dispute regarding the assets in an account, including notice of a dispute between the registered or beneficial account owners, or if Vanguard reasonably believes a fraudulent transaction may occur or has occurred; (4) temporarily freeze any account and/or suspend account services upon initial notification to Vanguard of the death of the shareholder until Vanguard receives required documentation in good order; (5) alter, impose, discontinue, or waive any purchase fee, redemption fee, account service fee, or other fees charged to a shareholder or a group of shareholders; and (6) redeem an account or suspend account privileges, without the owner’s permission to do so, in cases of threatening conduct or activity Vanguard believes to be suspicious, fraudulent, or illegal. Changes may affect any or all investors. These actions will be taken when, at the sole discretion of Vanguard management, Vanguard reasonably believes they are in the best interest of a fund.

Share Classes

Vanguard reserves the right, without notice, to change the eligibility requirements of its share classes, including the types of clients who are eligible to purchase each share class.

Fund and Account Updates

Confirmation Statements

We will send (or provide through our website, whichever you prefer) a confirmation of your trade date and the amount of your transaction when you buy, sell, exchange, or convert shares. However, we will not send confirmations reflecting only checkwriting redemptions or the reinvestment of dividend or capital gains distributions. For any month in which you had a checkwriting redemption, a Checkwriting Activity Statement will be sent to you itemizing the checkwriting redemptions for that month. Promptly review each confirmation statement that we provide to you. It is important that you contact Vanguard immediately with any questions you may have about any transaction reflected on a confirmation statement, or Vanguard will consider the transaction properly processed.

39


 

Portfolio Summaries

We will send (or provide through our website, whichever you prefer) quarterly portfolio summaries to help you keep track of your accounts throughout the year. Each summary shows the market value of your account at the close of the statement period, as well as all distributions, purchases, redemptions, exchanges, transfers, and conversions for the current calendar quarter (or month). Promptly review each summary that we provide to you. It is important that you contact Vanguard immediately with any questions you may have about any transaction reflected on the summary, or Vanguard will consider the transaction properly processed.

Tax Information Statements

For most accounts, Vanguard (or your intermediary) is required to provide annual tax forms to assist you in preparing your income tax returns. These forms are generally available for each calendar year early in the following year. Registered users of vanguard.com can also view certain forms through our website. Vanguard (or your intermediary) may also provide you with additional tax-related documentation. For more information, consult our website at vanguard.com or see Contacting Vanguard.

Annual and Semiannual Reports

We will send (or provide through our website, whichever you prefer) reports about Vanguard Windsor II Fund twice a year, in June and December. These reports include overviews of the financial markets and provide the following specific Fund information:

• Performance assessments and comparisons with industry benchmarks.

• Reports from the advisors.

• Financial statements with listings of Fund holdings.

Portfolio Holdings

Please consult the Fund‘s Statement of Additional Information or our website for a description of the policies and procedures that govern disclosure of the Fund’s portfolio holdings.

40


 

Employer-Sponsored Plans

Your plan administrator or your employee benefits office can provide you with detailed information on how to participate in your plan and how to elect the Fund as an investment option.

• If you have any questions about the Fund or Vanguard, including those about the Fund’s investment objective, strategies, or risks, contact Vanguard Participant Services toll-free at 800-523-1188 or visit our website at vanguard.com.

• If you have questions about your account, contact your plan administrator or the organization that provides recordkeeping services for your plan.

• Be sure to carefully read each topic that pertains to your transactions with Vanguard.

Vanguard reserves the right to change its policies without notice to shareholders.

Transactions

Processing times for your transaction requests may differ among recordkeepers or among transaction and funding types. Your plan’s recordkeeper (which may also be Vanguard) will determine the necessary processing time frames for your transaction requests prior to submission to the Fund. Consult your recordkeeper or plan administrator for more information.

If Vanguard is serving as your plan recordkeeper and if your transaction involves one or more investments with an early cut-off time for processing or another trading restriction, your entire transaction will be subject to the restriction when the trade date for your transaction is determined.

41


 

Contacting Vanguard  
 
 
Web  
Vanguard.com For the most complete source of Vanguard news
  For fund, account, and service information
  For most account transactions
  For literature requests
  24 hours a day, 7 days a week
 
Phone  
Vanguard Tele-Account® 800-662-6273 For automated fund and account information
  Toll-free, 24 hours a day, 7 days a week
Investor Information 800-662-7447 For fund and service information
(Text telephone for people with hearing For literature requests
impairment at 800-749-7273)  
Client Services 800-662-2739 For account information
(Text telephone for people with hearing For most account transactions
impairment at 800-749-7273)  
Participant Services 800-523-1188 For information and services for participants in employer-
(Text telephone for people with hearing sponsored plans
impairment at 800-749-7273)  
Institutional Division For information and services for large institutional investors
888-809-8102  
Financial Advisor and Intermediary For information and services for financial intermediaries
Sales Support 800-997-2798 including financial advisors, broker-dealers, trust institutions,
  and insurance companies
Financial Advisory and Intermediary For account information and trading support for financial
Trading Support 800-669-0498 intermediaries including financial advisors, broker-dealers,
  trust institutions, and insurance companies

 

42


 

Vanguard Addresses

Please be sure to use the correct address and the correct form. Use of an incorrect address or form could delay the processing of your transaction.

Regular Mail (Individuals)   The Vanguard Group    
    P.O. Box 1110    
    Valley Forge, PA 19482-1110  
Regular Mail (Institutions, Intermediaries, and The Vanguard Group    
Employer-Sponsored Plan Participants) P.O. Box 2900    
    Valley Forge, PA 19482-2900  
Registered, Express, or Overnight Mail The Vanguard Group    
    455 Devon Park Drive  
    Wayne, PA 19087-1815  
 
 
Additional Information        
 
 
  Inception Newspaper Vanguard CUSIP
  Date Abbreviation Fund Number Number
Windsor II Fund        
Investor Shares 6/24/1985 WndsrII 73 922018205
Admiral Shares 5/14/2001 WdsrIIAdml 573 922018304

 

CFA® is a registered trademark owned by CFA Institute.

43


 

Glossary of Investment Terms

Capital Gains Distributions. Payments to mutual fund shareholders of gains realized on securities that a fund has sold at a profit, minus any realized losses.

Cash Equivalent Investments. Cash deposits, short-term bank deposits, and money market instruments that include U.S. Treasury bills and notes, bank certificates of deposit (CDs), repurchase agreements, commercial paper, and banker’s acceptances.

Common Stock. A security representing ownership rights in a corporation.

Dividend Distributions. Payments to mutual fund shareholders of income from interest or dividends generated by a fund’s investments.

Expense Ratio. A fund’s total annual operating expenses expressed as a percentage of the fund’s average net assets. The expense ratio includes management and administrative expenses, but it does not include the transaction costs of buying and selling portfolio securities.

Inception Date. The date on which the assets of a fund (or one of its share classes) are first invested in accordance with the fund’s investment objective. For funds with a subscription period, the inception date is the day after that period ends. Investment performance is generally measured from the inception date.

Joint Committed Credit Facility. The Fund participates, along with other funds managed by Vanguard, in a committed credit facility provided by a syndicate of lenders pursuant to a credit agreement that may be renewed annually; each Vanguard fund is individually liable for its borrowings, if any, under the credit facility. The amount and terms of the committed credit facility are subject to approval by the Fund‘s board of trustees and renegotiation with the lender syndicate on an annual basis.

Median Market Capitalization. An indicator of the size of companies in which a fund invests; the midpoint of market capitalization (market price x shares outstanding) of a fund’s stocks, weighted by the proportion of the fund’s assets invested in each stock. Stocks representing half of the fund’s assets have market capitalizations above the median, and the rest are below it.

MSCI US Prime Market Value Index. An index that tracks the value companies of the MSCI US Prime Market 750 Index as identified by factors such as book value to price ratio, earnings to price ratio, and dividend yield.

Mutual Fund. An investment company that pools the money of many people and invests it in a variety of securities in an effort to achieve a specific objective over time.

New York Stock Exchange (NYSE). A stock exchange based in New York City that is open for regular trading on business days, Monday through Friday, from 9:30 a.m. to 4 p.m., Eastern time.

44


 

Price/Earnings (P/E) Ratio. The current share price of a stock, divided by its per-share earnings (profits). A stock selling for $20, with earnings of $2 per share, has a price/ earnings ratio of 10.

Quantitative Process. An assessment of specific measurable factors, such as cost of capital; value of assets; and projections of sales, costs, earnings, and profits. The use of a quantitative process provides a systematic approach to investment decisions and portfolios.

Russell 1000 Value Index. An index that measures the performance of those Russell 1000 companies with lower price/book ratios and lower predicted growth rates.

Securities. Stocks, bonds, money market instruments, and other investments.

Standard & Poor’s 500 Index. A widely recognized benchmark of U.S. stock market performance that is dominated by the stocks of large U.S. companies.

Total Return. A percentage change, over a specified time period, in a mutual fund’s net asset value, assuming the reinvestment of all distributions of dividends and capital gains.

Volatility. The fluctuations in value of a mutual fund or other security. The greater a fund’s volatility, the wider the fluctuations in its returns.

Yield. Income (interest or dividends) earned by an investment, expressed as a percentage of the investment’s price.


 

P.O. Box 2600

Valley Forge, PA 19482-2600

Connect with Vanguard® > vanguard.com

For More Information

If you would like more information about Vanguard Windsor II Fund, the following documents are available free upon request:

Annual/Semiannual Reports to Shareholders

Additional information about the Fund’s investments is available in the Fund’s annual and semiannual reports to shareholders. In the annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Fund’s performance during its last fiscal year.

Statement of Additional Information (SAI)

The SAI provides more detailed information about the Fund and is incorporated by reference into (and thus legally a part of) this prospectus.

To receive a free copy of the latest annual or semiannual report or the SAI, or to request additional information about the Fund or other Vanguard funds, please visit vanguard.com or contact us as follows:

If you are an individual investor:

The Vanguard Group

Investor Information Department P.O. Box 2600 Valley Forge, PA 19482-2600

Telephone: 800-662-7447; Text telephone for people with hearing impairment: 800-749-7273

If you are a participant in an employer-sponsored plan:

The Vanguard Group Participant Services P.O. Box 2900 Valley Forge, PA 19482-2900

Telephone: 800-523-1188; Text telephone for people with hearing impairment: 800-749-7273

If you are a current Vanguard shareholder and would like information about your account, account transactions, and/or account statements, please call:

Client Services Department

Telephone: 800-662-2739; Text telephone for people with hearing impairment: 800-749-7273

Information Provided by the Securities and Exchange Commission (SEC)

Reports and other information about the Fund are available in the EDGAR database on the SEC’s website at www.sec.gov, or you can receive copies of this information, for a fee, by electronic request at the following email address: [email protected].

Fund’s Investment Company Act file number: 811-00834

© 2019 The Vanguard Group, Inc. All rights reserved. Vanguard Marketing Corporation, Distributor.

P 073 022019


PART B
 
VANGUARD® WINDSOR™ FUNDS
 
STATEMENT OF ADDITIONAL INFORMATION
 
February 27, 2019
 
This Statement of Additional Information is not a prospectus but should be read in conjunction with a Fund’s current
prospectus (dated February 27, 2019). To obtain, without charge, a prospectus or the most recent Annual Report to  
Shareholders, which contains the Fund’s financial statements as hereby incorporated by reference, please contact The
Vanguard Group, Inc. (Vanguard).  
Phone: Investor Information Department at 800-662-7447
Online: vanguard.com
 
TABLE OF CONTENTS
Description of the Trust B-1
Fundamental Policies B-3
Investment Strategies, Risks, and Nonfundamental Policies B-4
Share Price B-22
Purchase and Redemption of Shares B-22
Management of the Funds B-23
Investment Advisory and Other Services B-36
Portfolio Transactions B-48
Vanguard‘s Proxy Voting Guidelines B-50
Financial Statements B-55

 

DESCRIPTION OF THE TRUST
 
Vanguard Windsor Funds (the Trust) currently offers the following funds and share classes (identified by ticker symbol):
 
  Share Classes1
Fund2 Investor Admiral
Vanguard Windsor Fund VWNDX VWNEX
Vanguard Windsor II Fund VWNFX VWNAX
1 Individually, a class; collectively, the classes.    
2 Individually, a Fund; collectively, the Funds.    
 
The Trust has the ability to offer additional funds or classes of shares. There is no limit on the number of full and  
fractional shares that may be issued for a single fund or class of shares.    
 
Organization    
 
The Trust was organized as Wellington Equity Fund, Inc., a Delaware corporation, in 1958. It was reorganized as a
Maryland corporation in 1973 and subsequently was reorganized as a Pennsylvania business trust in 1985. The Trust then
was reorganized as a Maryland corporation later in 1985 and, finally, was reorganized as a Delaware statutory trust in
1998. Prior to its reorganization as a Delaware statutory trust, the Trust was known as Vanguard/Windsor Funds, Inc. The
Trust is registered with the United States Securities and Exchange Commission (SEC) under the Investment Company
Act of 1940 (the 1940 Act) as an open-end management investment company. All Funds within the Trust are classified as
diversified within the meaning of the 1940 Act.    

 


 

Service Providers

Custodian. State Street Bank and Trust Company, One Lincoln Street, Boston, MA 02111, serves as the Funds‘ custodian. The custodian is responsible for maintaining the Funds‘ assets, keeping all necessary accounts and records of Fund assets, and appointing any foreign subcustodians or foreign securities depositories.

Independent Registered Public Accounting Firm. PricewaterhouseCoopers LLP, Two Commerce Square, Suite 1800, 2001 Market Street, Philadelphia, PA 19103-7042, serves as the Funds‘ independent registered public accounting firm. The independent registered public accounting firm audits the Funds‘ annual financial statements and provides other related services.

Transfer and Dividend-Paying Agent. The Funds‘ transfer agent and dividend-paying agent is Vanguard, P.O. Box 2600, Valley Forge, PA 19482.

Characteristics of the Funds‘ Shares

Restrictions on Holding or Disposing of Shares. There are no restrictions on the right of shareholders to retain or dispose of a Fund’s shares, other than those described in the Fund’s current prospectus and elsewhere in this Statement of Additional Information. Each Fund or class may be terminated by reorganization into another mutual fund or class or by liquidation and distribution of the assets of the Fund or class. Unless terminated by reorganization or liquidation, each Fund and share class will continue indefinitely.

Shareholder Liability. The Trust is organized under Delaware law, which provides that shareholders of a statutory trust are entitled to the same limitations of personal liability as shareholders of a corporation organized under Delaware law. This means that a shareholder of a Fund generally will not be personally liable for payment of the Fund’s debts. Some state courts, however, may not apply Delaware law on this point. We believe that the possibility of such a situation arising is remote.

Dividend Rights. The shareholders of each class of a Fund are entitled to receive any dividends or other distributions declared by the Fund for each such class. No shares of a Fund have priority or preference over any other shares of the Fund with respect to distributions. Distributions will be made from the assets of the Fund and will be paid ratably to all shareholders of a particular class according to the number of shares of the class held by shareholders on the record date. The amount of dividends per share may vary between separate share classes of the Fund based upon differences in the net asset values of the different classes and differences in the way that expenses are allocated between share classes pursuant to a multiple class plan approved by the Fund’s board of trustees.

Voting Rights. Shareholders are entitled to vote on a matter if (1) the matter concerns an amendment to the Declaration of Trust that would adversely affect to a material degree the rights and preferences of the shares of a Fund or any class; (2) the trustees determine that it is necessary or desirable to obtain a shareholder vote; (3) a merger or consolidation, share conversion, share exchange, or sale of assets is proposed and a shareholder vote is required by the 1940 Act to approve the transaction; or (4) a shareholder vote is required under the 1940 Act. The 1940 Act requires a shareholder vote under various circumstances, including to elect or remove trustees upon the written request of shareholders representing 10% or more of a Fund’s net assets, to change any fundamental policy of a Fund (please see Fundamental Policies), and to enter into certain merger transactions. Unless otherwise required by applicable law, shareholders of a Fund receive one vote for each dollar of net asset value owned on the record date and a fractional vote for each fractional dollar of net asset value owned on the record date. However, only the shares of the Fund or class affected by a particular matter are entitled to vote on that matter. In addition, each class has exclusive voting rights on any matter submitted to shareholders that relates solely to that class, and each class has separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of another. Voting rights are noncumulative and cannot be modified without a majority vote by the shareholders.

Liquidation Rights. In the event that a Fund is liquidated, shareholders will be entitled to receive a pro rata share of the Fund’s net assets. In the event that a class of shares is liquidated, shareholders of that class will be entitled to receive a pro rata share of the Fund’s net assets that are allocated to that class. Shareholders may receive cash, securities, or a combination of the two.

Preemptive Rights. There are no preemptive rights associated with the Funds‘ shares.

Conversion Rights. Fund shareholders may convert their shares to another class of shares of the same Fund upon the satisfaction of any then-applicable eligibility requirements as described in the Fund’s current prospectus.

B-2


 

Redemption Provisions. Each Fund’s redemption provisions are described in its current prospectus and elsewhere in this Statement of Additional Information.

Sinking Fund Provisions. The Funds have no sinking fund provisions.

Calls or Assessment. Each Fund’s shares, when issued, are fully paid and non-assessable.

Tax Status of the Funds

Each Fund expects to qualify each year for treatment as a “regulated investment company” under Subchapter M of the Internal Revenue Code of 1986, as amended (the IRC). This special tax status means that the Fund will not be liable for federal tax on income and capital gains distributed to shareholders. In order to preserve its tax status, each Fund must comply with certain requirements relating to the source of its income and the diversification of its assets. If a Fund fails to meet these requirements in any taxable year, the Fund will, in some cases, be able to cure such failure, including by paying a fund-level tax, paying interest, making additional distributions, and/or disposing of certain assets. If the Fund is ineligible to or otherwise does not cure such failure for any year, it will be subject to tax on its taxable income at corporate rates, and all distributions from earnings and profits, including any distributions of net tax-exempt income and net long-term capital gains, will be taxable to shareholders as ordinary income. In addition, a Fund could be required to recognize unrealized gains, pay substantial taxes and interest, and make substantial distributions before regaining its tax status as a regulated investment company.

Dividends received and distributed by each Fund on shares of stock of domestic corporations (excluding Real Estate Investment Trusts (REITs)) and certain foreign corporations generally may be eligible to be reported by the Fund, and treated by individual shareholders, as “qualified dividend income” taxed at long-term capital gain rates instead of at higher ordinary income tax rates. Individuals must satisfy holding period and other requirements in order to be eligible for such treatment. Capital gains distributed by each Fund are not eligible for treatment as qualified dividend income.

Under recent tax legislation, individuals (and certain other noncorporate entities) are generally eligible for a 20% deduction with respect to taxable ordinary dividends from REITs and certain taxable income from publicly traded partnerships. Currently, there is not a regulatory mechanism for regulated investment companies to pass through the 20% deduction to shareholders. As a result, in comparison, investors investing directly in REITs or publicly traded partnerships would generally be eligible for the 20% deduction for such taxable income from these investments while investors investing in REITs or publicly traded partnerships indirectly through a Fund would not be eligible for the 20% deduction for their share of such taxable income.

Dividends received and distributed by each Fund on shares of stock of domestic corporations (excluding REITs) may be eligible for the dividends-received deduction applicable to corporate shareholders. Corporations must satisfy certain requirements in order to claim the deduction. Capital gains distributed by each Fund are not eligible for the dividends-received deduction.

Each Fund may declare a capital gain dividend consisting of the excess (if any) of net realized long-term capital gains over net realized short-term capital losses. Net capital gains for a fiscal year are computed by taking into account any capital loss carryforwards of the Fund. For Fund fiscal years beginning on or after December 22, 2010, capital losses may be carried forward indefinitely and retain their character as either short-term or long-term. Under prior law, net capital losses could be carried forward for eight tax years and were treated as short-term capital losses. A Fund is required to use capital losses arising in fiscal years beginning on or after December 22, 2010, before using capital losses arising in fiscal years beginning prior to December 22, 2010.

FUNDAMENTAL POLICIES

Each Fund is subject to the following fundamental investment policies, which cannot be changed in any material way without the approval of the holders of a majority of the Fund’s shares. For these purposes, a “majority” of shares means shares representing the lesser of (1) 67% or more of the Fund’s net assets voted, so long as shares representing more than 50% of the Fund’s net assets are present or represented by proxy or (2) more than 50% of the Fund’s net assets.

Borrowing. Each Fund may borrow money only as permitted by the 1940 Act or other governing statute, by the Rules thereunder, or by the SEC or other regulatory agency with authority over the Fund.

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Commodities. Each Fund may invest in commodities only as permitted by the 1940 Act or other governing statute, by the Rules thereunder, or by the SEC or other regulatory agency with authority over the Fund.

Diversification. With respect to 75% of its total assets, each Fund may not (1) purchase more than 10% of the outstanding voting securities of any one issuer or (2) purchase securities of any issuer if, as a result, more than 5% of the Fund’s total assets would be invested in that issuer’s securities. This limitation does not apply to obligations of the U.S. government or its agencies or instrumentalities.

Industry Concentration. Each Fund will not concentrate its investments in the securities of issuers whose principal business activities are in the same industry.

Investment Objective. The investment objective of each Fund may not be materially changed without a shareholder vote.

Loans. Each Fund may make loans to another person only as permitted by the 1940 Act or other governing statute, by the Rules thereunder, or by the SEC or other regulatory agency with authority over the Fund.

Real Estate. Each Fund may not invest directly in real estate unless it is acquired as a result of ownership of securities or other instruments. This restriction shall not prevent a Fund from investing in securities or other instruments (1) issued by companies that invest, deal, or otherwise engage in transactions in real estate or (2) backed or secured by real estate or interests in real estate.

Senior Securities. Each Fund may not issue senior securities except as permitted by the 1940 Act or other governing statute, by the Rules thereunder, or by the SEC or other regulatory agency with authority over the Fund.

Underwriting. Each Fund may not act as an underwriter of another issuer’s securities, except to the extent that the Fund may be deemed to be an underwriter within the meaning of the Securities Act of 1933 (the 1933 Act), in connection with the purchase and sale of portfolio securities.

Compliance with the fundamental policies previously described is generally measured at the time the securities are purchased. Unless otherwise required by the 1940 Act (as is the case with borrowing), if a percentage restriction is adhered to at the time the investment is made, a later change in percentage resulting from a change in the market value of assets will not constitute a violation of such restriction. All fundamental policies must comply with applicable regulatory requirements. For more details, see Investment Strategies, Risks, and Nonfundamental Policies.

None of these policies prevent the Funds from having an ownership interest in Vanguard. As a part owner of Vanguard, each Fund may own securities issued by Vanguard, make loans to Vanguard, and contribute to Vanguard’s costs or other financial requirements. See Management of the Funds for more information.

INVESTMENT STRATEGIES, RISKS, AND NONFUNDAMENTAL POLICIES

Some of the investment strategies and policies described on the following pages and in each Fund’s prospectus set forth percentage limitations on a Fund’s investment in, or holdings of, certain securities or other assets. Unless otherwise required by law, compliance with these strategies and policies will be determined immediately after the acquisition of such securities or assets by the Fund. Subsequent changes in values, net assets, or other circumstances will not be considered when determining whether the investment complies with the Fund’s investment strategies and policies.

The following investment strategies, risks, and policies supplement each Fund’s investment strategies, risks, and policies set forth in the prospectus. With respect to the different investments discussed as follows, a Fund may acquire such investments to the extent consistent with its investment strategies and policies.

Borrowing. A fund’s ability to borrow money is limited by its investment policies and limitations; by the 1940 Act; and by applicable exemptions, no-action letters, interpretations, and other pronouncements issued from time to time by the SEC and its staff or any other regulatory authority with jurisdiction. Under the 1940 Act, a fund is required to maintain continuous asset coverage (that is, total assets including borrowings, less liabilities exclusive of borrowings) of 300% of the amount borrowed, with an exception for borrowings not in excess of 5% of the fund’s total assets (at the time of borrowing) made for temporary or emergency purposes. Any borrowings for temporary purposes in excess of 5% of the fund’s total assets must maintain continuous asset coverage. If the 300% asset coverage should decline as a result of market fluctuations or for other reasons, a fund may be required to sell some of its portfolio holdings within three days (excluding Sundays and holidays) to reduce the debt and restore the 300% asset coverage, even though it may be disadvantageous from an investment standpoint to sell securities at that time.

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Borrowing will tend to exaggerate the effect on net asset value of any increase or decrease in the market value of a fund’s portfolio. Money borrowed will be subject to interest costs that may or may not be recovered by earnings on the securities purchased with the proceeds of such borrowing. A fund also may be required to maintain minimum average balances in connection with a borrowing or to pay a commitment or other fee to maintain a line of credit; either of these requirements would increase the cost of borrowing over the stated interest rate.

The SEC takes the position that transactions that have a leveraging effect on the capital structure of a fund or are economically equivalent to borrowing can be viewed as constituting a form of borrowing by the fund for purposes of the 1940 Act. These transactions can include entering into reverse repurchase agreements; engaging in mortgage-dollar-roll transactions; selling securities short (other than short sales “against-the-box”); buying and selling certain derivatives (such as futures contracts); selling (or writing) put and call options; engaging in sale-buybacks; entering into firm-commitment and standby-commitment agreements; engaging in when-issued, delayed-delivery, or forward-commitment transactions; and participating in other similar trading practices. (Additional discussion about a number of these transactions can be found on the following pages.) A borrowing transaction will not be considered to constitute the issuance, by a fund, of a “senior security,” as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund maintains an offsetting financial position; segregates liquid assets (with such liquidity determined by the advisor in accordance with procedures established by the board of trustees) equal (as determined on a daily mark-to-market basis) in value to the fund’s potential economic exposure under the borrowing transaction; or otherwise “covers” the transaction in accordance with applicable SEC guidance (collectively, “covers” the transaction). A fund may have to buy or sell a security at a disadvantageous time or price in order to cover a borrowing transaction. In addition, segregated assets may not be available to satisfy redemptions or to fulfill other obligations.

Common Stock. Common stock represents an equity or ownership interest in an issuer. Common stock typically entitles the owner to vote on the election of directors and other important matters, as well as to receive dividends on such stock. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds, other debt holders, and owners of preferred stock take precedence over the claims of those who own common stock.

Convertible Securities. Convertible securities are hybrid securities that combine the investment characteristics of bonds and common stocks. Convertible securities typically consist of debt securities or preferred stock that may be converted (on a voluntary or mandatory basis) within a specified period of time (normally for the entire life of the security) into a certain amount of common stock or other equity security of the same or a different issuer at a predetermined price. Convertible securities also include debt securities with warrants or common stock attached and derivatives combining the features of debt securities and equity securities. Other convertible securities with features and risks not specifically referred to herein may become available in the future. Convertible securities involve risks similar to those of both fixed income and equity securities. In a corporation’s capital structure, convertible securities are senior to common stock but are usually subordinated to senior debt obligations of the issuer.

The market value of a convertible security is a function of its “investment value” and its “conversion value.” A security’s “investment value” represents the value of the security without its conversion feature (i.e., a nonconvertible debt security). The investment value may be determined by reference to its credit quality and the current value of its yield to maturity or probable call date. At any given time, investment value is dependent upon such factors as the general level of interest rates, the yield of similar nonconvertible securities, the financial strength of the issuer, and the seniority of the security in the issuer’s capital structure. A security’s “conversion value” is determined by multiplying the number of shares the holder is entitled to receive upon conversion or exchange by the current price of the underlying security. If the conversion value of a convertible security is significantly below its investment value, the convertible security will trade like nonconvertible debt or preferred stock and its market value will not be influenced greatly by fluctuations in the market price of the underlying security. In that circumstance, the convertible security takes on the characteristics of a bond, and its price moves in the opposite direction from interest rates. Conversely, if the conversion value of a convertible security is near or above its investment value, the market value of the convertible security will be more heavily influenced by fluctuations in the market price of the underlying security. In that case, the convertible security’s price may be as volatile as that of common stock. Because both interest rates and market movements can influence its value, a convertible security generally is not as sensitive to interest rates as a similar debt security, nor is it as sensitive to changes in share price as its underlying equity security. Convertible securities are often rated below investment-grade or are not rated, and they are generally subject to a high degree of credit risk.

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Although all markets are prone to change over time, the generally high rate at which convertible securities are retired (through mandatory or scheduled conversions by issuers or through voluntary redemptions by holders) and replaced with newly issued convertible securities may cause the convertible securities market to change more rapidly than other markets. For example, a concentration of available convertible securities in a few economic sectors could elevate the sensitivity of the convertible securities market to the volatility of the equity markets and to the specific risks of those sectors. Moreover, convertible securities with innovative structures, such as mandatory-conversion securities and equity-linked securities, have increased the sensitivity of the convertible securities market to the volatility of the equity markets and to the special risks of those innovations, which may include risks different from, and possibly greater than, those associated with traditional convertible securities. A convertible security may be subject to redemption at the option of the issuer at a price set in the governing instrument of the convertible security. If a convertible security held by a fund is subject to such redemption option and is called for redemption, the fund must allow the issuer to redeem the security, convert it into the underlying common stock, or sell the security to a third party.

Cybersecurity Risks. The increased use of technology to conduct business could subject a fund and its third-party service providers (including, but not limited to, investment advisors and custodians) to risks associated with cybersecurity. In general, a cybersecurity incident can occur as a result of a deliberate attack designed to gain unauthorized access to digital systems. If the attack is successful, an unauthorized person or persons could misappropriate assets or sensitive information, corrupt data, or cause operational disruption. A cybersecurity incident could also occur unintentionally if, for example, an authorized person inadvertently released proprietary or confidential information. Vanguard has developed robust technological safeguards and business continuity plans to prevent, or reduce the impact of, potential cybersecurity incidents. Additionally, Vanguard has a process for assessing the information security and/or cybersecurity programs implemented by a fund’s third-party service providers, which helps minimize the risk of potential incidents. Despite these measures, a cybersecurity incident still has the potential to disrupt business operations, which could negatively impact a fund and/or its shareholders. Some examples of negative impacts that could occur as a result of a cybersecurity incident include, but are not limited to, the following: a fund may be unable to calculate its net asset value (NAV), a fund’s shareholders may be unable to transact business, a fund may be unable to process transactions on behalf of its shareholders, or a fund may be unable to safeguard its data or the personal information of its shareholders.

Debt Securities. A debt security, sometimes called a fixed income security, consists of a certificate or other evidence of a debt (secured or unsecured) on which the issuing company or governmental body promises to pay the holder thereof a fixed, variable, or floating rate of interest for a specified length of time and to repay the debt on the specified maturity date. Some debt securities, such as zero-coupon bonds, do not make regular interest payments but are issued at a discount to their principal or maturity value. Debt securities include a variety of fixed income obligations, including, but not limited to, corporate bonds, government securities, municipal securities, convertible securities, mortgage-backed securities, and asset-backed securities. Debt securities include investment-grade securities, non-investment-grade securities, and unrated securities. Debt securities are subject to a variety of risks, such as interest rate risk, income risk, call risk, prepayment risk, extension risk, inflation risk, credit risk, liquidity risk, and (in the case of foreign securities) country risk and currency risk. The reorganization of an issuer under the federal bankruptcy laws or an out-of-court restructuring of an issuer’s capital structure may result in the issuer’s debt securities being cancelled without repayment, repaid only in part, or repaid in part or in whole through an exchange thereof for any combination of cash, debt securities, convertible securities, equity securities, or other instruments or rights in respect to the same issuer or a related entity.

Debt Securities—Non-Investment-Grade Securities. Non-investment-grade securities, also referred to as “high-yield securities” or “junk bonds,” are debt securities that are rated lower than the four highest rating categories by a nationally recognized statistical rating organization (e.g., lower than Baa3/P-2 by Moody’s Investors Service, Inc. (Moody’s) or below BBB–/A-2 by Standard & Poor’s Financial Services LLC (Standard & Poor’s)) or, if unrated, are determined to be of comparable quality by the fund’s advisor. These securities are generally considered to be, on balance, predominantly speculative with respect to capacity to pay interest and repay principal in accordance with the terms of the obligation, and they will generally involve more credit risk than securities in the investment-grade categories. Non-investment-grade securities generally provide greater income and opportunity for capital appreciation than higher quality securities, but they also typically entail greater price volatility and principal and income risk.

Analysis of the creditworthiness of issuers of high-yield securities may be more complex than for issuers of investment-grade securities. Thus, reliance on credit ratings in making investment decisions entails greater risks for high-yield

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securities than for investment-grade securities. The success of a fund’s advisor in managing high-yield securities is more dependent upon its own credit analysis than is the case with investment-grade securities.

Some high-yield securities are issued by smaller, less-seasoned companies, while others are issued as part of a corporate restructuring such as an acquisition, a merger, or a leveraged buyout. Companies that issue high-yield securities are often highly leveraged and may not have more traditional methods of financing available to them. Therefore, the risk associated with acquiring the securities of such issuers generally is greater than is the case with investment-grade securities. Some high-yield securities were once rated as investment-grade but have been downgraded to junk bond status because of financial difficulties experienced by their issuers.

The market values of high-yield securities tend to reflect individual issuer developments to a greater extent than do investment-grade securities, which in general react to fluctuations in the general level of interest rates. High-yield securities also tend to be more sensitive to economic conditions than are investment-grade securities. An actual or anticipated economic downturn or sustained period of rising interest rates, for example, could cause a decline in junk bond prices because the advent of a recession could lessen the ability of a highly leveraged company to make principal and interest payments on its debt securities. If an issuer of high-yield securities defaults, in addition to risking payment of all or a portion of interest and principal, a fund investing in such securities may incur additional expenses to seek recovery.

The secondary market on which high-yield securities are traded may be less liquid than the market for investment-grade securities. Less liquidity in the secondary trading market could adversely affect the ability of a fund’s advisor to sell a high-yield security or the price at which a fund’s advisor could sell a high-yield security, and it could also adversely affect the daily net asset value of fund shares. When secondary markets for high-yield securities are less liquid than the market for investment-grade securities, it may be more difficult to value the securities because such valuation may require more research, and elements of judgment may play a greater role in the valuation of the securities.

Except as otherwise provided in a fund’s prospectus, if a credit rating agency changes the rating of a portfolio security held by a fund, the fund may retain the portfolio security if the advisor deems it in the best interests of shareholders.

Depositary Receipts. Depositary receipts (also sold as participatory notes) are securities that evidence ownership interests in a security or a pool of securities that have been deposited with a “depository.” Depositary receipts may be sponsored or unsponsored and include American Depositary Receipts (ADRs), European Depositary Receipts (EDRs), and Global Depositary Receipts (GDRs). For ADRs, the depository is typically a U.S. financial institution, and the underlying securities are issued by a foreign issuer. For other depositary receipts, the depository may be a foreign or a U.S. entity, and the underlying securities may have a foreign or a U.S. issuer. Depositary receipts will not necessarily be denominated in the same currency as their underlying securities. Generally, ADRs are issued in registered form, denominated in U.S. dollars, and designed for use in the U.S. securities markets. Other depositary receipts, such as GDRs and EDRs, may be issued in bearer form and denominated in other currencies, and they are generally designed for use in securities markets outside the United States. Although the two types of depositary receipt facilities (sponsored and unsponsored) are similar, there are differences regarding a holder’s rights and obligations and the practices of market participants.

A depository may establish an unsponsored facility without participation by (or acquiescence of) the underlying issuer; typically, however, the depository requests a letter of nonobjection from the underlying issuer prior to establishing the facility. Holders of unsponsored depositary receipts generally bear all the costs of the facility. The depository usually charges fees upon the deposit and withdrawal of the underlying securities, the conversion of dividends into U.S. dollars or other currency, the disposition of noncash distributions, and the performance of other services. The depository of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the underlying issuer or to pass through voting rights to depositary receipt holders with respect to the underlying securities.

Sponsored depositary receipt facilities are created in generally the same manner as unsponsored facilities, except that sponsored depositary receipts are established jointly by a depository and the underlying issuer through a deposit agreement. The deposit agreement sets out the rights and responsibilities of the underlying issuer, the depository, and the depositary receipt holders. With sponsored facilities, the underlying issuer typically bears some of the costs of the depositary receipts (such as dividend payment fees of the depository), although most sponsored depositary receipt holders may bear costs such as deposit and withdrawal fees. Depositories of most sponsored depositary receipts agree to distribute notices of shareholder meetings, voting instructions, and other shareholder communications and information to the depositary receipt holders at the underlying issuer’s request.

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For purposes of a fund’s investment policies, investments in depositary receipts will be deemed to be investments in the underlying securities. Thus, a depositary receipt representing ownership of common stock will be treated as common stock. Depositary receipts do not eliminate all of the risks associated with directly investing in the securities of foreign issuers.

Derivatives. A derivative is a financial instrument that has a value based on—or “derived from”—the values of other assets, reference rates, or indexes. Derivatives may relate to a wide variety of underlying references, such as commodities, stocks, bonds, interest rates, currency exchange rates, and related indexes. Derivatives include futures contracts and options on futures contracts, certain forward-commitment transactions, options on securities, caps, floors, collars, swap agreements, and certain other financial instruments. Some derivatives, such as futures contracts and certain options, are traded on U.S. commodity and securities exchanges, while other derivatives, such as swap agreements, may be privately negotiated and entered into in the over-the-counter market (OTC Derivatives) or may be cleared through a clearinghouse (Cleared Derivatives) and traded on an exchange or swap execution facility. As a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act), certain swap agreements, such as certain standardized credit default and interest rate swap agreements, must be cleared through a clearinghouse and traded on an exchange or swap execution facility. This could result in an increase in the overall costs of such transactions. While the intent of derivatives regulatory reform is to mitigate risks associated with derivatives markets, the new regulations could, among other things, increase liquidity and decrease pricing for more standardized products while decreasing liquidity and increasing pricing for less standardized products. The risks associated with the use of derivatives are different from, and possibly greater than, the risks associated with investing directly in the securities or assets on which the derivatives are based.

Derivatives may be used for a variety of purposes, including—but not limited to—hedging, managing risk, seeking to stay fully invested, seeking to reduce transaction costs, seeking to simulate an investment in equity or debt securities or other investments, and seeking to add value by using derivatives to more efficiently implement portfolio positions when derivatives are favorably priced relative to equity or debt securities or other investments. Some investors may use derivatives primarily for speculative purposes while other uses of derivatives may not constitute speculation. There is no assurance that any derivatives strategy used by a fund’s advisor will succeed. The other parties to the funds’ OTC Derivatives contracts (usually referred to as “counterparties”) will not be considered the issuers thereof for purposes of certain provisions of the 1940 Act and the IRC, although such OTC Derivatives may qualify as securities or investments under such laws. The funds’ advisors, however, will monitor and adjust, as appropriate, the funds’ credit risk exposure to OTC Derivative counterparties.

Derivative products are highly specialized instruments that require investment techniques and risk analyses different from those associated with stocks, bonds, and other traditional investments. The use of a derivative requires an understanding not only of the underlying instrument but also of the derivative itself, without the benefit of observing the performance of the derivative under all possible market conditions.

When the fund enters into a Cleared Derivative, an initial margin deposit with a Futures Commission Merchant (FCM) is required. Initial margin deposits are typically calculated as an amount equal to the volatility in market value of a Cleared Derivative over a fixed period. If the value of the fund’s Cleared Derivatives declines, the fund will be required to make additional “variation margin” payments to the FCM to settle the change in value. If the value of the fund’s Cleared Derivatives increases, the FCM will be required to make additional “variation margin” payments to the fund to settle the change in value. This process is known as “marking-to-market” and is calculated on a daily basis.

For OTC Derivatives, the fund is subject to the risk that a loss may be sustained as a result of the insolvency or bankruptcy of the counterparty or the failure of the counterparty to make required payments or otherwise comply with the terms of the contract. Additionally, the use of credit derivatives can result in losses if a fund’s advisor does not correctly evaluate the creditworthiness of the issuer on which the credit derivative is based.

Derivatives may be subject to liquidity risk, which exists when a particular derivative is difficult to purchase or sell. If a derivative transaction is particularly large or if the relevant market is illiquid (as is the case with certain OTC Derivatives), it may not be possible to initiate a transaction or liquidate a position at an advantageous time or price.

Derivatives may be subject to pricing or “basis” risk, which exists when a particular derivative becomes extraordinarily expensive relative to historical prices or the prices of corresponding cash market instruments. Under certain market conditions, it may not be economically feasible to initiate a transaction or liquidate a position in time to avoid a loss or take advantage of an opportunity.

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Because certain derivatives have a leverage component, adverse changes in the value or level of the underlying asset, reference rate, or index can result in a loss substantially greater than the amount invested in the derivative itself. Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment. A derivative transaction will not be considered to constitute the issuance, by a fund, of a “senior security,” as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading “Borrowing.”

Like most other investments, derivative instruments are subject to the risk that the market value of the instrument will change in a way detrimental to a fund’s interest. A fund bears the risk that its advisor will incorrectly forecast future market trends or the values of assets, reference rates, indexes, or other financial or economic factors in establishing derivative positions for the fund. If the advisor attempts to use a derivative as a hedge against, or as a substitute for, a portfolio investment, the fund will be exposed to the risk that the derivative will have or will develop imperfect or no correlation with the portfolio investment. This could cause substantial losses for the fund. Although hedging strategies involving derivative instruments can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other fund investments. Many derivatives (in particular, OTC Derivatives) are complex and often valued subjectively. Improper valuations can result in increased cash payment requirements to counterparties or a loss of value to a fund.

Exchange-Traded Funds. A fund may purchase shares of exchange-traded funds (ETFs). Typically, a fund would purchase ETF shares for the same reason it would purchase (and as an alternative to purchasing) futures contracts: to obtain exposure to all or a portion of the stock or bond market. ETF shares enjoy several advantages over futures. Depending on the market, the holding period, and other factors, ETF shares can be less costly and more tax-efficient than futures. In addition, ETF shares can be purchased for smaller sums, offer exposure to market sectors and styles for which there is no suitable or liquid futures contract, and do not involve leverage.

An investment in an ETF generally presents the same principal risks as an investment in a conventional fund (i.e., one that is not exchange-traded) that has the same investment objective, strategies, and policies. The price of an ETF can fluctuate within a wide range, and a fund could lose money investing in an ETF if the prices of the securities owned by the ETF go down. In addition, ETFs are subject to the following risks that do not apply to conventional funds: (1) the market price of an ETF’s shares may trade at a discount or a premium to their net asset value; (2) an active trading market for an ETF’s shares may not develop or be maintained; and (3) trading of an ETF’s shares may be halted by the activation of individual or marketwide trading halts (which halt trading for a specific period of time when the price of a particular security or overall market prices decline by a specified percentage). Trading of an ETF’s shares may also be halted if the shares are delisted from the exchange without first being listed on another exchange or if the listing exchange’s officials determine that such action is appropriate in the interest of a fair and orderly market or for the protection of investors.

Most ETFs are investment companies. Therefore, a fund’s purchases of ETF shares generally are subject to the limitations on, and the risks of, a fund’s investments in other investment companies, which are described under the heading “Other Investment Companies.”

Foreign Securities. Typically, foreign securities are considered to be equity or debt securities issued by entities organized, domiciled, or with a principal executive office outside the United States, such as foreign corporations and governments. Securities issued by certain companies organized outside the United States may not be deemed to be foreign securities if the company’s principal operations are conducted from the United States or when the company’s equity securities trade principally on a U.S. stock exchange. Foreign securities may trade in U.S. or foreign securities markets. A fund may make foreign investments either directly by purchasing foreign securities or indirectly by purchasing depositary receipts or depositary shares of similar instruments (depositary receipts) for foreign securities. Direct investments in foreign securities may be made either on foreign securities exchanges or in the over-the-counter (OTC) markets. Investing in foreign securities involves certain special risk considerations that are not typically associated with investing in securities of U.S. companies or governments.

Because foreign issuers are not generally subject to uniform accounting, auditing, and financial reporting standards and practices comparable to those applicable to U.S. issuers, there may be less publicly available information about certain foreign issuers than about U.S. issuers. Evidence of securities ownership may be uncertain in many foreign countries. As a result, there are multiple risks that could result in a loss to the fund, including, but not limited to, the risk that a fund’s trade details could be incorrectly or fraudulently entered at the time of a transaction. Securities of foreign issuers are

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generally more volatile and less liquid than securities of comparable U.S. issuers, and foreign investments may be effected through structures that may be complex or confusing. In certain countries, there is less government supervision and regulation of stock exchanges, brokers, and listed companies than in the United States. The risk that securities traded on foreign exchanges may be suspended, either by the issuers themselves, by an exchange, or by government authorities, is also heightened. In addition, with respect to certain foreign countries, there is the possibility of expropriation or confiscatory taxation, political or social instability, war, terrorism, nationalization, limitations on the removal of funds or other assets, or diplomatic developments that could affect U.S. investments in those countries. Additionally, economic or other sanctions imposed on the United States by a foreign country, or imposed on a foreign country or issuer by the United States, could impair a fund’s ability to buy, sell, hold, receive, deliver, or otherwise transact in certain investment securities. Sanctions could also affect the value and/or liquidity of a foreign security.

Although an advisor will endeavor to achieve the most favorable execution costs for a fund’s portfolio transactions in foreign securities under the circumstances, commissions and other transaction costs are generally higher than those on U.S. securities. In addition, it is expected that the custodian arrangement expenses for a fund that invests primarily in foreign securities will be somewhat greater than the expenses for a fund that invests primarily in domestic securities. Additionally, bankruptcy laws vary by jurisdiction and cash deposits may be subject to a custodian’s creditors. Certain foreign governments levy withholding or other taxes against dividend and interest income from, capital gains on the sale of, or transactions in foreign securities. Although in some countries a portion of these taxes is recoverable by the fund, the nonrecovered portion of foreign withholding taxes will reduce the income received from such securities.

The value of the foreign securities held by a fund that are not U.S. dollar-denominated may be significantly affected by changes in currency exchange rates. The U.S. dollar value of a foreign security generally decreases when the value of the U.S. dollar rises against the foreign currency in which the security is denominated, and it tends to increase when the value of the U.S. dollar falls against such currency (as discussed under the heading “Foreign Securities—Foreign Currency Transactions,” a fund may attempt to hedge its currency risks). In addition, the value of fund assets may be affected by losses and other expenses incurred from converting between various currencies in order to purchase and sell foreign securities, as well as by currency restrictions, exchange control regulations, currency devaluations, and political and economic developments.

Foreign Securities—China A-shares Risk. China A-shares (A-shares) are shares of mainland Chinese companies that are traded locally on the Shanghai and Shenzhen stock exchanges. In order to invest in A-shares, a foreign investor must have access to an investment quota through a Qualified Foreign Institutional Investor (QFII) or a Renminbi QFII (RQFII) license holder. A-shares are also available through the China Stock Connect program, subject to separate quota limitations. The developing state of the investment and banking systems of the People’s Republic of China (China, or the PRC) subjects the settlement, clearing, and registration of securities transactions to heightened risks. Additionally, there are foreign ownership limitations that may result in limitations on investment or the return of profits if a fund purchases and sells shares of an issuer in which it owns 5% or more of the shares issued within a six-month period. It is unclear if the 5% ownership will be determined by aggregating the holdings of a fund with affiliated funds.

Due to these restrictions, it is possible that the A-shares quota available to a fund as a foreign investor may not be sufficient to meet the fund’s investment needs. In this situation, a fund may seek an alternative method of economic exposure, such as by purchasing other classes of securities or depositary receipts or by utilizing derivatives. Any of these options could increase a fund’s index sampling risk (for index funds) or investment cost. Additionally, investing in A-shares generally increases emerging markets risk due in part to government and issuer market controls and the developing settlement and legal systems.

Investing in China A-shares through Stock Connect. The China Stock Connect program (Stock Connect) is a mutual market access program designed to, among other things, enable foreign investment in the PRC via brokers in Hong Kong. A QFII/RQFII license is not required to trade via Stock Connect. There are significant risks inherent in investing in A-shares through Stock Connect. Specifically, trading can be affected by a number of issues. Stock Connect can only operate when both PRC and Hong Kong markets are open for trading and when banking services are available in both markets on the corresponding settlement days. As such, if one or both markets are closed on a U.S. trading day, a fund may not be able to dispose of its shares in a timely manner, which could adversely affect the fund’s performance. Trading through Stock Connect may require pre-delivery or pre-validation of cash or securities to or by a broker. If the cash or securities are not in the broker’s possession before the market opens on the day of selling, the sell order will be rejected. This requirement may limit a fund’s ability to dispose of its A-shares purchased through Stock Connect in a timely manner.

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Additionally, Stock Connect is subject to daily quota limitations on purchases into the PRC. Once the daily quota is reached, orders to purchase additional A-shares through Stock Connect will be rejected. In addition, a fund’s purchase of A-shares through Stock Connect may only be subsequently sold through Stock Connect and is not otherwise transferable. Stock Connect utilizes an omnibus clearing structure, and the fund’s shares will be registered in its custodian’s name on the Hong Kong Central Clearing and Settlement System. This may limit an advisor’s ability to effectively manage a fund’s holdings, including the potential enforcement of equity owner rights.

Foreign Securities—Emerging Market Risk. Investing in emerging market countries involves certain risks not typically associated with investing in the United States, and it imposes risks greater than, or in addition to, risks of investing in more developed foreign countries. These risks include, but are not limited to, the following: nationalization or expropriation of assets or confiscatory taxation; currency devaluations and other currency exchange rate fluctuations; greater social, economic, and political uncertainty and instability (including amplified risk of war and terrorism); more substantial government involvement in the economy; less government supervision and regulation of the securities markets and participants in those markets and possible arbitrary and unpredictable enforcement of securities regulations and other laws; controls on foreign investment and limitations on repatriation of invested capital and on the fund’s ability to exchange local currencies for U.S. dollars; unavailability of currency-hedging techniques in certain emerging market countries; generally smaller, less seasoned, or newly organized companies; differences in, or lack of, auditing and financial reporting standards, which may result in unavailability of material information about issuers; difficulty in obtaining and/or enforcing a judgment in a court outside the United States; and greater price volatility, substantially less liquidity, and significantly smaller market capitalization of securities markets. Also, any change in the leadership or politics of emerging market countries, or the countries that exercise a significant influence over those countries, may halt the expansion of or reverse the liberalization of foreign investment policies now occurring and adversely affect existing investment opportunities. Furthermore, high rates of inflation and rapid fluctuations in inflation rates have had, and may continue to have, negative effects on the economies and securities markets of certain emerging market countries. Custodial services and other investment-related costs are often more expensive in emerging market countries, which can reduce a fund’s income from investments in securities or debt instruments of emerging market country issuers.

Foreign Securities—Foreign Currency Transactions. The value in U.S. dollars of a fund’s non-dollar-denominated foreign securities may be affected favorably or unfavorably by changes in foreign currency exchange rates and exchange control regulations, and the fund may incur costs in connection with conversions between various currencies. To seek to minimize the impact of such factors on net asset values, a fund may engage in foreign currency transactions in connection with its investments in foreign securities. A fund will enter into foreign currency transactions only to attempt to “hedge” the currency risk associated with investing in foreign securities. Although such transactions tend to minimize the risk of loss that would result from a decline in the value of the hedged currency, they also may limit any potential gain that might result should the value of such currency increase.

Currency exchange transactions may be conducted either on a spot (i.e., cash) basis at the rate prevailing in the currency exchange market or through forward contracts to purchase or sell foreign currencies. A forward currency contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts are entered into with large commercial banks or other currency traders who are participants in the interbank market. Currency exchange transactions also may be effected through the use of swap agreements or other derivatives.

Currency exchange transactions may be considered borrowings. A currency exchange transaction will not be considered to constitute the issuance, by a fund, of a “senior security,” as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading “Borrowing.”

By entering into a forward contract for the purchase or sale of foreign currency involved in underlying security transactions, a fund may be able to protect itself against part or all of the possible loss between trade and settlement dates for that purchase or sale resulting from an adverse change in the relationship between the U.S. dollar and such foreign currency. This practice is sometimes referred to as “transaction hedging.” In addition, when the advisor reasonably believes that a particular foreign currency may suffer a substantial decline against the U.S. dollar, a fund may enter into a forward contract to sell an amount of foreign currency approximating the value of some or all of its portfolio

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securities denominated in such foreign currency. This practice is sometimes referred to as “portfolio hedging.” Similarly, when the advisor reasonably believes that the U.S. dollar may suffer a substantial decline against a foreign currency, a fund may enter into a forward contract to buy that foreign currency for a fixed dollar amount.

A fund may also attempt to hedge its foreign currency exchange rate risk by engaging in currency futures, options, and “cross-hedge” transactions. In cross-hedge transactions, a fund holding securities denominated in one foreign currency will enter into a forward currency contract to buy or sell a different foreign currency (one that the advisor reasonably believes generally tracks the currency being hedged with regard to price movements). The advisor may select the tracking (or substitute) currency rather than the currency in which the security is denominated for various reasons, including in order to take advantage of pricing or other opportunities presented by the tracking currency or to take advantage of a more liquid or more efficient market for the tracking currency. Such cross-hedges are expected to help protect a fund against an increase or decrease in the value of the U.S. dollar against certain foreign currencies.

A fund may hold a portion of its assets in bank deposits denominated in foreign currencies so as to facilitate investment in foreign securities as well as protect against currency fluctuations and the need to convert such assets into U.S. dollars (thereby also reducing transaction costs). To the extent these assets are converted back into U.S. dollars, the value of the assets so maintained will be affected favorably or unfavorably by changes in foreign currency exchange rates and exchange control regulations.

The forecasting of currency market movement is extremely difficult, and whether any hedging strategy will be successful is highly uncertain. Moreover, it is impossible to forecast with precision the market value of portfolio securities at the expiration of a forward currency contract. Accordingly, a fund may be required to buy or sell additional currency on the spot market (and bear the expense of such transaction) if its advisor’s predictions regarding the movement of foreign currency or securities markets prove inaccurate. In addition, the use of cross-hedging transactions may involve special risks and may leave a fund in a less advantageous position than if such a hedge had not been established. Because forward currency contracts are privately negotiated transactions, there can be no assurance that a fund will have flexibility to roll over a forward currency contract upon its expiration if it desires to do so. Additionally, there can be no assurance that the other party to the contract will perform its services thereunder.

Foreign Securities—Foreign Investment Companies. Some of the countries in which a fund may invest may not permit, or may place economic restrictions on, direct investment by outside investors. Fund investments in such countries may be permitted only through foreign government-approved or authorized investment vehicles, which may include other investment companies. Such investments may be made through registered or unregistered closed-end investment companies that invest in foreign securities. Investing through such vehicles may involve layered fees or expenses and may also be subject to the limitations on, and the risks of, a fund’s investments in other investment companies, which are described under the heading “Other Investment Companies.

Futures Contracts and Options on Futures Contracts. Futures contracts and options on futures contracts are derivatives. A futures contract is a standardized agreement between two parties to buy or sell at a specific time in the future a specific quantity of a commodity at a specific price. The commodity may consist of an asset, a reference rate, or an index. A security futures contract relates to the sale of a specific quantity of shares of a single equity security or a narrow-based securities index. The value of a futures contract tends to increase and decrease in tandem with the value of the underlying commodity. The buyer of a futures contract enters into an agreement to purchase the underlying commodity on the settlement date and is said to be “long” the contract. The seller of a futures contract enters into an agreement to sell the underlying commodity on the settlement date and is said to be “short” the contract. The price at which a futures contract is entered into is established either in the electronic marketplace or by open outcry on the floor of an exchange between exchange members acting as traders or brokers. Open futures contracts can be liquidated or closed out by physical delivery of the underlying commodity or payment of the cash settlement amount on the settlement date, depending on the terms of the particular contract. Some financial futures contracts (such as security futures) provide for physical settlement at maturity. Other financial futures contracts (such as those relating to interest rates, foreign currencies, and broad-based securities indexes) generally provide for cash settlement at maturity. In the case of cash-settled futures contracts, the cash settlement amount is equal to the difference between the final settlement or market price for the relevant commodity on the last trading day of the contract and the price for the relevant commodity agreed upon at the outset of the contract. Most futures contracts, however, are not held until maturity but instead are “offset” before the settlement date through the establishment of an opposite and equal futures position.

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The purchaser or seller of a futures contract is not required to deliver or pay for the underlying commodity unless the contract is held until the settlement date. However, both the purchaser and seller are required to deposit “initial margin” with a futures commission merchant (FCM) when the futures contract is entered into. Initial margin deposits are typically calculated as an amount equal to the volatility in market value of a contract over a fixed period. If the value of the fund’s position declines, the fund will be required to make additional “variation margin” payments to the FCM to settle the change in value. If the value of the fund’s position increases, the FCM will be required to make additional “variation margin” payments to the fund to settle the change in value. This process is known as “marking-to-market” and is calculated on a daily basis. A futures transaction will not be considered to constitute the issuance, by a fund, of a “senior security,” as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading “Borrowing.”

An option on a futures contract (or futures option) conveys the right, but not the obligation, to purchase (in the case of a call option) or sell (in the case of a put option) a specific futures contract at a specific price (called the “exercise” or “strike” price) any time before the option expires. The seller of an option is called an option writer. The purchase price of an option is called the premium. The potential loss to an option buyer is limited to the amount of the premium plus transaction costs. This will be the case, for example, if the option is held and not exercised prior to its expiration date. Generally, an option writer sells options with the goal of obtaining the premium paid by the option buyer. If an option sold by an option writer expires without being exercised, the writer retains the full amount of the premium. The option writer, however, has unlimited economic risk because its potential loss, except to the extent offset by the premium received when the option was written, is equal to the amount the option is “in-the-money” at the expiration date. A call option is in-the-money if the value of the underlying futures contract exceeds the exercise price of the option. A put option is in-the-money if the exercise price of the option exceeds the value of the underlying futures contract. Generally, any profit realized by an option buyer represents a loss for the option writer.

A fund that takes the position of a writer of a futures option is required to deposit and maintain initial and variation margin with respect to the option, as previously described in the case of futures contracts. A futures option transaction will not be considered to constitute the issuance, by a fund, of a “senior security,” as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading “Borrowing.”

Each Fund intends to comply with Rule 4.5 under the Commodity Exchange Act (CEA), under which a mutual fund may be excluded from the definition of the term Commodity Pool Operator (CPO) if the fund meets certain conditions such as limiting its investments in certain CEA-regulated instruments (e.g., futures, options, or swaps) and complying with certain marketing restrictions. Accordingly, Vanguard is not subject to registration or regulation as a CPO with respect to each Fund under the CEA. A Fund will only enter into futures contracts and futures options that are traded on a U.S. or foreign exchange, board of trade, or similar entity or that are quoted on an automated quotation system.

Futures Contracts and Options on Futures Contracts—Risks. The risk of loss in trading futures contracts and in writing futures options can be substantial because of the low margin deposits required, the extremely high degree of leverage involved in futures and options pricing, and the potential high volatility of the futures markets. As a result, a relatively small price movement in a futures position may result in immediate and substantial loss (or gain) for the investor. For example, if at the time of purchase, 10% of the value of the futures contract is deposited as margin, a subsequent 10% decrease in the value of the futures contract would result in a total loss of the margin deposit, before any deduction for the transaction costs, if the account were then closed out. A 15% decrease would result in a loss equal to 150% of the original margin deposit if the contract were closed out. Thus, a purchase or sale of a futures contract, and the writing of a futures option, may result in losses in excess of the amount invested in the position. In the event of adverse price movements, a fund would continue to be required to make daily cash payments to maintain its required margin. In such situations, if the fund has insufficient cash, it may have to sell portfolio securities to meet daily margin requirements (and segregation requirements, if applicable) at a time when it may be disadvantageous to do so. In addition, on the settlement date, a fund may be required to make delivery of the instruments underlying the futures positions it holds.

A fund could suffer losses if it is unable to close out a futures contract or a futures option because of an illiquid secondary market. Futures contracts and futures options may be closed out only on an exchange that provides a secondary market for such products. However, there can be no assurance that a liquid secondary market will exist for

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any particular futures product at any specific time. Thus, it may not be possible to close a futures or option position. Moreover, most futures exchanges limit the amount of fluctuation permitted in futures contract prices during a single trading day. The daily limit establishes the maximum amount that the price of a futures contract may vary either up or down from the previous day’s settlement price at the end of a trading session. Once the daily limit has been reached in a particular type of contract, no trades may be made on that day at a price beyond that limit. The daily limit governs only price movement during a particular trading day, and therefore does not limit potential losses because the limit may prevent the liquidation of unfavorable positions. Futures contract prices have occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of future positions and subjecting some futures traders to substantial losses. The inability to close futures and options positions also could have an adverse impact on the ability to hedge a portfolio investment or to establish a substitute for a portfolio investment.

U.S. Treasury futures are generally not subject to such daily limits.

A fund bears the risk that its advisor will incorrectly predict future market trends. If the advisor attempts to use a futures

contract or a futures option as a hedge against, or as a substitute for, a portfolio investment, the fund will be exposed to the risk that the futures position will have or will develop imperfect or no correlation with the portfolio investment. This could cause substantial losses for the fund. Although hedging strategies involving futures products can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other fund investments.

A fund could lose margin payments it has deposited with its FCM if, for example, the FCM breaches its agreement with the fund or becomes insolvent or goes into bankruptcy. In that event, the fund may be entitled to return of margin owed to it only in proportion to the amount received by the FCM’s other customers, potentially resulting in losses to the fund.

Interfund Borrowing and Lending. The SEC has granted an exemption permitting registered open-end Vanguard funds to participate in Vanguard’s interfund lending program. This program allows the Vanguard funds to borrow money from and lend money to each other for temporary or emergency purposes. The program is subject to a number of conditions, including, among other things, the requirements that (1) no fund may borrow or lend money through the program unless it receives a more favorable interest rate than is typically available from a bank for a comparable transaction, (2) no fund may lend money if the loan would cause its aggregate outstanding loans through the program to exceed 15% of its net assets at the time of the loan, and (3) a fund’s interfund loans to any one fund shall not exceed 5% of the lending fund’s net assets. In addition, a Vanguard fund may participate in the program only if and to the extent that such participation is consistent with the fund’s investment objective and investment policies. The boards of trustees of the Vanguard funds are responsible for overseeing the interfund lending program. Any delay in repayment to a lending fund could result in a lost investment opportunity or additional borrowing costs.

Investing for Control. Each Vanguard fund invests in securities and other instruments for the sole purpose of achieving a specific investment objective. As such, a Vanguard fund does not seek to acquire, individually or collectively with any other Vanguard fund, enough of a company’s outstanding voting stock to have control over management decisions. A Vanguard fund does not invest for the purpose of controlling a company’s management.

Options. An option is a derivative. An option on a security (or index) is a contract that gives the holder of the option, in return for the payment of a “premium,” the right, but not the obligation, to buy from (in the case of a call option) or sell to (in the case of a put option) the writer of the option the security underlying the option (or the cash value of the index) at a specified exercise price prior to the expiration date of the option. The writer of an option on a security has the obligation upon exercise of the option to deliver the underlying security upon payment of the exercise price (in the case of a call option) or to pay the exercise price upon delivery of the underlying security (in the case of a put option). The writer of an option on an index has the obligation upon exercise of the option to pay an amount equal to the cash value of the index minus the exercise price, multiplied by the specified multiplier for the index option. The multiplier for an index option determines the size of the investment position the option represents. Unlike exchange-traded options, which are standardized with respect to the underlying instrument, expiration date, contract size, and strike price, the terms of over-the-counter (OTC) options (options not traded on exchanges) generally are established through negotiation with the other party to the option contract. Although this type of arrangement allows the purchaser or writer greater flexibility to tailor an option to its needs, OTC options generally involve credit risk to the counterparty, whereas for exchange-traded, centrally cleared options, credit risk is mutualized through the involvement of the applicable clearing house.

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The buyer (or holder) of an option is said to be “long” the option, while the seller (or writer) of an option is said to be “short” the option. A call option grants to the holder the right to buy (and obligates the writer to sell) the underlying security at the strike price, which is the predetermined price at which the option may be exercised. A put option grants to the holder the right to sell (and obligates the writer to buy) the underlying security at the strike price. The purchase price of an option is called the “premium.” The potential loss to an option buyer is limited to the amount of the premium plus transaction costs. This will be the case if the option is held and not exercised prior to its expiration date. Generally, an option writer sells options with the goal of obtaining the premium paid by the option buyer, but that person could also seek to profit from an anticipated rise or decline in option prices. If an option sold by an option writer expires without being exercised, the writer retains the full amount of the premium. The option writer, however, has unlimited economic risk because its potential loss, except to the extent offset by the premium received when the option was written, is equal to the amount the option is “in-the-money” at the expiration date. A call option is in-the-money if the value of the underlying position exceeds the exercise price of the option. A put option is in-the-money if the exercise price of the option exceeds the value of the underlying position. Generally, any profit realized by an option buyer represents a loss for the option writer. The writing of an option will not be considered to constitute the issuance, by a fund, of a “senior security,” as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading “Borrowing.”

If a trading market, in particular options, were to become unavailable, investors in those options (such as the funds) would be unable to close out their positions until trading resumes, and they may be faced with substantial losses if the value of the underlying instrument moves adversely during that time. Even if the market were to remain available, there may be times when options prices will not maintain their customary or anticipated relationships to the prices of the underlying instruments and related instruments. Lack of investor interest, changes in volatility, or other factors or conditions might adversely affect the liquidity, efficiency, continuity, or even the orderliness of the market for particular options.

A fund bears the risk that its advisor will not accurately predict future market trends. If the advisor attempts to use an option as a hedge against, or as a substitute for, a portfolio investment, the fund will be exposed to the risk that the option will have or will develop imperfect or no correlation with the portfolio investment, which could cause substantial losses for the fund. Although hedging strategies involving options can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other fund investments. Many options, in particular OTC options, are complex and often valued based on subjective factors. Improper valuations can result in increased cash payment requirements to counterparties or a loss of value to a fund.

OTC Swap Agreements. An over-the-counter (OTC) swap agreement, which is a type of derivative, is an agreement between two parties (counterparties) to exchange payments at specified dates (periodic payment dates) on the basis of a specified amount (notional amount) with the payments calculated with reference to a specified asset, reference rate, or index.

Examples of OTC swap agreements include, but are not limited to, interest rate swaps, credit default swaps, equity swaps, commodity swaps, foreign currency swaps, index swaps, excess return swaps, and total return swaps. Most OTC swap agreements provide that when the periodic payment dates for both parties are the same, payments are netted and only the net amount is paid to the counterparty entitled to receive the net payment. Consequently, a fund’s current obligations (or rights) under an OTC swap agreement will generally be equal only to the net amount to be paid or received under the agreement, based on the relative values of the positions held by each counterparty. OTC swap agreements allow for a wide variety of transactions. For example, fixed rate payments may be exchanged for floating rate payments; U.S. dollar-denominated payments may be exchanged for payments denominated in a different currency; and payments tied to the price of one asset, reference rate, or index may be exchanged for payments tied to the price of another asset, reference rate, or index.

An OTC option on an OTC swap agreement, also called a “swaption,” is an option that gives the buyer the right, but not the obligation, to enter into a swap on a future date in exchange for paying a market-based “premium.” A receiver swaption gives the owner the right to receive the total return of a specified asset, reference rate, or index. A payer swaption gives the owner the right to pay the total return of a specified asset, reference rate, or index. Swaptions also include options that allow an existing swap to be terminated or extended by one of the counterparties.

The use of OTC swap agreements by a fund entails certain risks, which may be different from, or possibly greater than, the risks associated with investing directly in the securities and other investments that are the referenced asset for the

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swap agreement. OTC swaps are highly specialized instruments that require investment techniques, risk analyses, and tax planning different from those associated with stocks, bonds, and other traditional investments. The use of an OTC swap requires an understanding not only of the referenced asset, reference rate, or index but also of the swap itself, without the benefit of observing the performance of the swap under all possible market conditions.

OTC swap agreements may be subject to liquidity risk, which exists when a particular swap is difficult to purchase or sell. If an OTC swap transaction is particularly large or if the relevant market is illiquid (as is the case with many OTC swaps), it may not be possible to initiate a transaction or liquidate a position at an advantageous time or price, which may result in significant losses. In addition, OTC swap transactions may be subject to a fund’s limitation on investments in illiquid securities.

OTC swap agreements may be subject to pricing risk, which exists when a particular swap becomes extraordinarily expensive or inexpensive relative to historical prices or the prices of corresponding cash market instruments. Under certain market conditions, it may not be economically feasible to initiate a transaction or liquidate a position in time to avoid a loss or take advantage of an opportunity or to realize the intrinsic value of the OTC swap agreement.

Because certain OTC swap agreements have a leverage component, adverse changes in the value or level of the underlying asset, reference rate, or index can result in a loss substantially greater than the amount invested in the swap itself. Certain OTC swaps have the potential for unlimited loss, regardless of the size of the initial investment. A leveraged OTC swap transaction will not be considered to constitute the issuance, by a fund, of a “senior security,” as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading “Borrowing.”

Like most other investments, OTC swap agreements are subject to the risk that the market value of the instrument will change in a way detrimental to a fund’s interest. A fund bears the risk that its advisor will not accurately forecast future market trends or the values of assets, reference rates, indexes, or other economic factors in establishing OTC swap positions for the fund. If the advisor attempts to use an OTC swap as a hedge against, or as a substitute for, a portfolio investment, the fund will be exposed to the risk that the OTC swap will have or will develop imperfect or no correlation with the portfolio investment. This could cause substantial losses for the fund. Although hedging strategies involving OTC swap instruments can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other fund investments. Many OTC swaps are complex and often valued subjectively. Improper valuations can result in increased cash payment requirements to counterparties or a loss of value to a fund.

The use of an OTC swap agreement also involves the risk that a loss may be sustained as a result of the insolvency or bankruptcy of the counterparty or the failure of the counterparty to make required payments or otherwise comply with the terms of the agreement. Additionally, the use of credit default swaps can result in losses if a fund’s advisor does not correctly evaluate the creditworthiness of the issuer on which the credit swap is based.

The market for OTC swaps and swaptions is a relatively new market. It is possible that developments in the market could adversely affect a fund, including its ability to terminate existing OTC swap agreements or to realize amounts to be received under such agreements. As previously noted under the heading “Derivatives,” under the Dodd-Frank Act, certain swaps that may be used by a fund may be cleared through a clearinghouse and traded on an exchange or swap execution facility.

Other Investment Companies. A fund may invest in other investment companies to the extent permitted by applicable law or SEC exemption. Under Section 12(d)(1) of the 1940 Act, a fund generally may invest up to 10% of its assets in shares of investment companies and up to 5% of its assets in any one investment company, as long as no investment represents more than 3% of the voting stock of an acquired investment company. In addition, no funds for which Vanguard acts as an advisor may, in the aggregate, own more than 10% of the voting stock of a closed-end investment company. The 1940 Act and related rules provide certain exemptions from these restrictions, for example, for funds that invest in other funds within the same group of investment companies. If a fund invests in other investment companies, shareholders will bear not only their proportionate share of the fund’s expenses (including operating expenses and the fees of the advisor), but they also may indirectly bear similar expenses of the underlying investment companies. Certain investment companies, such as business development companies (BDCs), are more akin to operating companies and, as such, their expenses are not direct expenses paid by fund shareholders and are not used to calculate the fund’s net asset value. SEC rules nevertheless require that any expenses incurred by a BDC be included in a fund’s expense ratio as

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“Acquired Fund Fees and Expenses.” The expense ratio of a fund that holds a BDC will thus overstate what the fund actually spends on portfolio management, administrative services, and other shareholder services by an amount equal to these Acquired Fund Fees and Expenses. The Acquired Fund Fees and Expenses are not included in a fund’s financial statements, which provide a clearer picture of a fund’s actual operating expenses. Shareholders would also be exposed to the risks associated not only with the investments of the fund but also with the portfolio investments of the underlying investment companies. Certain types of investment companies, such as closed-end investment companies, issue a fixed number of shares that typically trade on a stock exchange or over-the-counter at a premium or discount to their net asset value. Others are continuously offered at net asset value but also may be traded on the secondary market.

Preferred Stock. Preferred stock represents an equity or ownership interest in an issuer. Preferred stock normally pays dividends at a specified rate and has precedence over common stock in the event the issuer is liquidated or declares bankruptcy. However, in the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds take precedence over the claims of those who own preferred and common stock. Preferred stock, unlike common stock, often has a stated dividend rate payable from the corporation’s earnings. Preferred stock dividends may be cumulative or noncumulative, participating, or auction rate. “Cumulative” dividend provisions require all or a portion of prior unpaid dividends to be paid before dividends can be paid to the issuer’s common stock. “Participating” preferred stock may be entitled to a dividend exceeding the stated dividend in certain cases. If interest rates rise, the fixed dividend on preferred stocks may be less attractive, causing the price of such stocks to decline. Preferred stock may have mandatory sinking fund provisions, as well as provisions allowing the stock to be called or redeemed, which can limit the benefit of a decline in interest rates. Preferred stock is subject to many of the risks to which common stock and debt securities are subject. In addition, preferred stock may be subject to more abrupt or erratic price movements than common stock or debt securities because preferred stock may trade with less frequency and in more limited volume.

Repurchase Agreements. A repurchase agreement is an agreement under which a fund acquires a debt security (generally a security issued by the U.S. government or an agency thereof, a banker’s acceptance, or a certificate of deposit) from a bank, a broker, or a dealer and simultaneously agrees to resell such security to the seller at an agreed-upon price and date (normally, the next business day). Because the security purchased constitutes collateral for the repurchase obligation, a repurchase agreement may be considered a loan that is collateralized by the security purchased. The resale price reflects an agreed-upon interest rate effective for the period the instrument is held by a fund and is unrelated to the interest rate on the underlying instrument. In these transactions, the securities acquired by a fund (including accrued interest earned thereon) must have a total value in excess of the value of the repurchase agreement and be held by a custodian bank until repurchased. In addition, the investment advisor will monitor a fund’s repurchase agreement transactions generally and will evaluate the creditworthiness of any bank, broker, or dealer party to a repurchase agreement relating to a fund. The aggregate amount of any such agreements is not limited, except to the extent required by law.

The use of repurchase agreements involves certain risks. One risk is the seller’s ability to pay the agreed-upon repurchase price on the repurchase date. If the seller defaults, the fund may incur costs in disposing of the collateral, which would reduce the amount realized thereon. If the seller seeks relief under bankruptcy laws, the disposition of the collateral may be delayed or limited. For example, if the other party to the agreement becomes insolvent and subject to liquidation or reorganization under bankruptcy or other laws, a court may determine that the underlying security is collateral for a loan by the fund not within its control, and therefore the realization by the fund on such collateral may be automatically stayed. Finally, it is possible that the fund may not be able to substantiate its interest in the underlying security and may be deemed an unsecured creditor of the other party to the agreement.

Restricted and Illiquid Securities. Illiquid securities are investments that a fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. The SEC generally limits aggregate holdings of illiquid securities by a mutual fund to 15% of its net assets (5% for money market funds). A fund may experience difficulty valuing and selling illiquid securities and, in some cases, may be unable to value or sell certain illiquid securities for an indefinite period of time. Illiquid securities may include a wide variety of investments, such as (1) repurchase agreements maturing in more than seven days (unless the agreements have demand/redemption features), (2) OTC options contracts and certain other derivatives (including certain swap agreements), (3) fixed time deposits that are not subject to prepayment or do not provide for withdrawal penalties upon prepayment (other than overnight deposits), (4) certain loan interests and other direct debt instruments, (5) certain municipal lease obligations, (6) private equity investments, (7) commercial paper

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issued pursuant to Section 4(a)(2) of the 1933 Act, and (8) securities whose disposition is restricted under the federal securities laws. Illiquid securities include restricted, privately placed securities that, under the federal securities laws, generally may be resold only to qualified institutional buyers. If a substantial market develops for a restricted security held by a fund, it may be treated as a liquid security in accordance with procedures and guidelines approved by the board of trustees. This generally includes securities that are unregistered, that can be sold to qualified institutional buyers in accordance with Rule 144A under the 1933 Act, or that are exempt from registration under the 1933 Act, such as commercial paper. Although a fund’s advisor monitors the liquidity of restricted securities, the board of trustees oversees and retains ultimate responsibility for the advisor’s liquidity determinations. Several factors that the trustees consider in monitoring these decisions include the valuation of a security; the availability of qualified institutional buyers, brokers, and dealers that trade in the security; and the availability of information about the security’s issuer.

Reverse Repurchase Agreements. In a reverse repurchase agreement, a fund sells a security to another party, such as a bank or broker-dealer, in return for cash and agrees to repurchase that security at an agreed-upon price and time. Under a reverse repurchase agreement, the fund continues to receive any principal and interest payments on the underlying security during the term of the agreement. Reverse repurchase agreements involve the risk that the market value of securities retained by the fund may decline below the repurchase price of the securities sold by the fund that it is obligated to repurchase. In addition to the risk of such a loss, fees charged to the fund may exceed the return the fund earns from investing the proceeds received from the reverse repurchase agreement transaction. A reverse repurchase agreement may be considered a borrowing transaction for purposes of the 1940 Act. A reverse repurchase agreement transaction will not be considered to constitute the issuance, by a fund, of a “senior security,” as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading “Borrowing.” A fund will enter into reverse repurchase agreements only with parties whose creditworthiness has been reviewed and found satisfactory by the advisor. If the buyer in a reverse repurchase agreement becomes insolvent or files for bankruptcy, a fund’s use of proceeds from the sale may be restricted while the other party or its trustee or receiver determines if it will honor the fund’s right to repurchase the securities. If the fund is unable to recover the securities it sold in a reverse repurchase agreement, it would realize a loss equal to the difference between the value of the securities and the payment it received for them.

Securities Lending. A fund may lend its investment securities to qualified institutional investors (typically brokers, dealers, banks, or other financial institutions) who may need to borrow securities in order to complete certain transactions, such as covering short sales, avoiding failures to deliver securities, or completing arbitrage operations. By lending its investment securities, a fund attempts to increase its net investment income through the receipt of interest on the securities lent. Any gain or loss in the market price of the securities lent that might occur during the term of the loan would be for the account of the fund. If the borrower defaults on its obligation to return the securities lent because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities lent or in gaining access to the collateral. These delays and costs could be greater for foreign securities. If a fund is not able to recover the securities lent, the fund may sell the collateral and purchase a replacement investment in the market. The value of the collateral could decrease below the value of the replacement investment by the time the replacement investment is purchased. Cash received as collateral through loan transactions may be invested in other eligible securities. Investing this cash subjects that investment to market appreciation or depreciation. Currently, Vanguard funds that lend securities invest the cash collateral received in Vanguard Market Liquidity Fund and/or Vanguard Municipal Cash Management Fund, which are low-cost money market funds.

The terms and the structure of the loan arrangements, as well as the aggregate amount of securities loans, must be consistent with the 1940 Act and the rules or interpretations of the SEC thereunder. These provisions limit the amount of securities a fund may lend to 33 1/3% of the fund’s total assets and require that (1) the borrower pledge and maintain with the fund collateral consisting of cash, an irrevocable letter of credit, or securities issued or guaranteed by the U.S. government having at all times not less than 100% of the value of the securities lent; (2) the borrower add to such collateral whenever the price of the securities lent rises (i.e., the borrower “marks to market” on a daily basis); (3) the loan be made subject to termination by the fund at any time; and (4) the fund receives reasonable interest on the loan (which may include the fund investing any cash collateral in interest-bearing short-term investments), any distribution on the lent securities, and any increase in their market value. Loan arrangements made by a fund will comply with all other applicable regulatory requirements, including the requirement to redeliver the securities within the standard settlement time applicable to the relevant trading market. The advisor will consider the creditworthiness of the borrower, among

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other things, in making decisions with respect to the lending of securities, subject to oversight by the board of trustees. At the present time, the SEC does not object if an investment company pays reasonable negotiated fees in connection with lent securities, so long as such fees are set forth in a written contract and approved by the investment company’s trustees. In addition, voting rights pass with the lent securities, but if a fund has knowledge that a material event will occur affecting securities on loan, and in respect to which the holder of the securities will be entitled to vote or consent, the lender must be entitled to call the loaned securities in time to vote or consent. A fund bears the risk that there may be a delay in the return of the securities, which may impair the fund’s ability to vote on such a matter.

Pursuant to Vanguard’s securities lending policy, Vanguard’s fixed income and money market funds are not permitted to, and do not, lend their investment securities.

Tax Matters—Federal Tax Discussion. Discussion herein of U.S. federal income tax matters summarizes some of the important, generally applicable U.S. federal tax considerations relevant to investment in a fund based on the IRC, U.S. Treasury regulations, and other applicable authorities. These authorities are subject to change by legislative, administrative, or judicial action, possibly with retroactive effect. Each Fund has not requested and will not request an advance ruling from the Internal Revenue Service (IRS) as to the U.S. federal income tax matters discussed in this Statement of Additional Information. In some cases, a fund’s tax position may be uncertain under current tax law and an adverse determination or future guidance by the IRS with respect to such a position could adversely affect the fund and its shareholders, including the fund’s ability to continue to qualify as a regulated investment company or to continue to pursue its current investment strategy. A shareholder should consult his or her tax professional for information regarding the particular situation and the possible application of U.S. federal, state, local, foreign, and other taxes.

Tax Matters—Federal Tax Treatment of Derivatives, Hedging, and Related Transactions. A fund’s transactions in derivative instruments (including, but not limited to, options, futures, forward contracts, and swap agreements), as well as any of the fund’s hedging, short sale, securities loan, or similar transactions, may be subject to one or more special tax rules that accelerate income to the fund, defer losses to the fund, cause adjustments in the holding periods of the fund’s securities, convert long-term capital gains into short-term capital gains, or convert short-term capital losses into long-term capital losses. These rules could therefore affect the amount, timing, and character of distributions to shareholders.

Because these and other tax rules applicable to these types of transactions are in some cases uncertain under current law, an adverse determination or future guidance by the IRS with respect to these rules (which determination or guidance could be retroactive) may affect whether a fund has made sufficient distributions, and otherwise satisfied the relevant requirements, to maintain its qualification as a regulated investment company and avoid a fund-level tax.

Tax Matters—Federal Tax Treatment of Futures Contracts. For federal income tax purposes, a fund generally must recognize, as of the end of each taxable year, any net unrealized gains and losses on certain futures contracts, as well as any gains and losses actually realized during the year. In these cases, any gain or loss recognized with respect to a futures contract is considered to be 60% long-term capital gain or loss and 40% short-term capital gain or loss, without regard to the holding period of the contract. Gains and losses on certain other futures contracts (primarily non-U.S. futures contracts) are not recognized until the contracts are closed and are treated as long-term or short-term, depending on the holding period of the contract. Sales of futures contracts that are intended to hedge against a change in the value of securities held by a fund may affect the holding period of such securities and, consequently, the nature of the gain or loss on such securities upon disposition. A fund may be required to defer the recognition of losses on one position, such as futures contracts, to the extent of any unrecognized gains on a related offsetting position held by the fund.

A fund will distribute to shareholders annually any net capital gains that have been recognized for federal income tax purposes on futures transactions. Such distributions will be combined with distributions of capital gains realized on the fund’s other investments, and shareholders will be advised on the nature of the distributions.

Tax Matters—Federal Tax Treatment of Non-U.S. Currency Transactions. Special rules generally govern the federal income tax treatment of a fund’s transactions in the following: non-U.S. currencies; non-U.S. currency-denominated debt obligations; and certain non-U.S. currency options, futures contracts, forward contracts, and similar instruments. Accordingly, if a fund engages in these types of transactions it may have ordinary income or loss to the extent that such income or loss results from fluctuations in the value of the non-U.S. currency concerned. Such ordinary income could accelerate fund distributions to shareholders and increase the distributions taxed to shareholders as ordinary income. Any ordinary loss so created will generally reduce ordinary income distributions and, in some cases, could require the

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recharacterization of prior ordinary income distributions. Net ordinary losses cannot be carried forward by the fund to offset income or gains realized in subsequent taxable years.

Any gain or loss attributable to the non-U.S. currency component of a transaction engaged in by a fund that is not subject to these special currency rules (such as foreign equity investments other than certain preferred stocks) will generally be treated as a capital gain or loss and will not be segregated from the gain or loss on the underlying transaction.

To the extent a fund engages in non-U.S. currency hedging, the fund may elect or be required to apply other rules that could affect the character, timing, or amount of the fund’s gains and losses. For more information, see “Tax Matters—Federal Tax Treatment of Derivatives, Hedging, and Related Transactions.”

Tax Matters—Foreign Tax Credit. Foreign governments may withhold taxes on dividends and interest paid with respect to foreign securities held by a fund. Foreign governments may also impose taxes on other payments or gains with respect to foreign securities. If, at the close of its fiscal year, more than 50% of a fund’s total assets are invested in securities of foreign issuers, the fund may elect to pass through to shareholders the ability to deduct or, if they meet certain holding period requirements, take a credit for foreign taxes paid by the fund. Similarly, if at the close of each quarter of a fund’s taxable year, at least 50% of its total assets consist of interests in other regulated investment companies, the fund is permitted to elect to pass through to its shareholders the foreign income taxes paid by the fund in connection with foreign securities held directly by the fund or held by a regulated investment company in which the fund invests that has elected to pass through such taxes to shareholders.

Tax Matters—Passive Foreign Investment Companies. Each Fund may invest in passive foreign investment companies (PFICs). A foreign company is generally a PFIC if 75% or more of its gross income is passive or if 50% or more of its assets produce passive income. Capital gains on the sale of an interest in a PFIC will be deemed ordinary income regardless of how long the Fund held it. Also, the Fund may be subject to corporate income tax and an interest charge on certain dividends and capital gains earned in respect to PFIC interests, whether or not such amounts are distributed to shareholders. To avoid such tax and interest, a Fund may elect to “mark to market” its PFIC interests, that is, to treat such interests as sold on the last day of the Fund’s fiscal year, and to recognize any unrealized gains (or losses, to the extent of previously recognized gains) as ordinary income each year. Distributions from a Fund that are attributable to income or gains earned in respect to PFIC interests are characterized as ordinary income.

Tax Matters—Real Estate Mortgage Investment Conduits. If a fund invests directly or indirectly, including through a REIT or other pass-through entity, in residual interests in real estate mortgage investment conduits (REMICs) or equity interests in taxable mortgage pools (TMPs), a portion of the fund’s income that is attributable to a residual interest in a REMIC or an equity interest in a TMP (such portion referred to in the IRC as an “excess inclusion”) will be subject to U.S. federal income tax in all eventsincluding potentially at the fund levelunder a notice issued by the IRS in October 2006 and U.S. Treasury regulations that have yet to be issued but may apply retroactively. This notice also provides, and the regulations are expected to provide, that excess inclusion income of a registered investment company will be allocated to shareholders of the registered investment company in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related interest directly. In general, excess inclusion income allocated to shareholders (1) cannot be offset by net operating losses (subject to a limited exception for certain thrift institutions); (2) will constitute unrelated business taxable income (UBTI) to entities (including a qualified pension plan, an individual retirement account, a 401(k) plan, a Keogh plan, or other tax-exempt entity) subject to tax on UBTI, thereby potentially requiring such an entity, which otherwise might not be required, to file a tax return and pay tax on such income; and (3) in the case of a non-U.S. investor, will not qualify for any reduction in U.S. federal withholding tax. A shareholder will be subject to U.S. federal income tax on such inclusions notwithstanding any exemption from such income tax otherwise available under the IRC. As a result, a fund investing in such interests may not be suitable for charitable remainder trusts. See “Tax Matters—Tax-Exempt Investors.”

Tax Matters—Tax Considerations for Non-U.S. Investors. U.S. withholding and estate taxes and certain U.S. tax reporting requirements may apply to any investments made by non-U.S. investors in Vanguard funds. Certain properly reported distributions of qualifying interest income or short-term capital gain made by a fund to its non-U.S. investors are exempt from U.S. withholding taxes, provided the investors furnish valid tax documentation (i.e., IRS Form W-8) certifying as to their non-U.S. status.

A fund is permitted, but is not required, to report any of its distributions as eligible for such relief, and some distributions (e.g., distributions of interest a fund receives from non-U.S. issuers) are not eligible for this relief. For some funds, Vanguard has chosen to report qualifying distributions and apply the withholding exemption to those

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distributions when made to non-U.S. shareholders who invest directly with Vanguard. For other funds, Vanguard may choose not to apply the withholding exemption to qualifying fund distributions made to direct shareholders, but may provide the reporting to such shareholders. In these cases, a shareholder may be able to reclaim such withholding tax directly from the IRS.

If shareholders hold fund shares (including ETF shares) through a broker or intermediary, their broker or intermediary may apply this relief to properly reported qualifying distributions made to shareholders with respect to those shares. If a shareholder’s broker or intermediary instead collects withholding tax where the fund has provided the proper reporting, the shareholder may be able to reclaim such withholding tax from the IRS. Please consult your broker or intermediary regarding the application of these rules.

This relief does not apply to any withholding required under the Foreign Account Tax Compliance Act (FATCA), which generally requires a fund to obtain information sufficient to identify the status of each of its shareholders. If a shareholder fails to provide this information or otherwise fails to comply with FATCA, a fund may be required to withhold under FATCA at a rate of 30% with respect to that shareholder on fund distributions. Please consult your tax advisor for more information about these rules.

Tax Matters—Tax-Exempt Investors. Income of a fund that would be UBTI if earned directly by a tax-exempt entity will not generally be attributed as UBTI to a tax-exempt shareholder of the fund. Notwithstanding this “blocking” effect, a tax-exempt shareholder could realize UBTI by virtue of its investment in a fund if shares in the fund constitute debt-financed property in the hands of the tax-exempt shareholder within the meaning of IRC Section 514(b).

A tax-exempt shareholder may also recognize UBTI if a fund recognizes “excess inclusion income” derived from direct or indirect investments in residual interests in REMICs or equity interests in TMPs. See “Tax Matters—Real Estate Mortgage Investment Conduits.”

In addition, special tax consequences apply to charitable remainder trusts that invest in a fund that invests directly or indirectly in residual interests in REMICs or equity interests in TMPs. Charitable remainder trusts and other tax-exempt investors are urged to consult their tax advisors concerning the consequences of investing in a fund.

Time Deposits. Time deposits are subject to the same risks that pertain to domestic issuers of money market instruments, most notably credit risk (and, to a lesser extent, income risk, market risk, and liquidity risk). Additionally, time deposits of foreign branches of U.S. banks and foreign branches of foreign banks may be subject to certain sovereign risks. One such risk is the possibility that a sovereign country might prevent capital, in the form of U.S. dollars, from flowing across its borders. Other risks include adverse political and economic developments, the extent and quality of government regulation of financial markets and institutions, the imposition of foreign withholding taxes, and expropriation or nationalization of foreign issuers. However, time deposits of such issuers will undergo the same type of credit analysis as domestic issuers in which a Vanguard fund invests and will have at least the same financial strength as the domestic issuers approved for the fund.

Warrants. Warrants are instruments that give the holder the right, but not the obligation, to buy an equity security at a specific price for a specific period of time. Changes in the value of a warrant do not necessarily correspond to changes in the value of its underlying security. The price of a warrant may be more volatile than the price of its underlying security, and a warrant may offer greater potential for capital appreciation as well as capital loss. Warrants do not entitle a holder to dividends or voting rights with respect to the underlying security and do not represent any rights in the assets of the issuing company. A warrant ceases to have value if it is not exercised prior to its expiration date. These factors can make warrants more speculative than other types of investments.

When-Issued, Delayed-Delivery, and Forward-Commitment Transactions. When-issued, delayed-delivery, and forward-commitment transactions involve a commitment to purchase or sell specific securities at a predetermined price or yield in which payment and delivery take place after the customary settlement period for that type of security. Typically, no interest accrues to the purchaser until the security is delivered. When purchasing securities pursuant to one of these transactions, payment for the securities is not required until the delivery date. However, the purchaser assumes the rights and risks of ownership, including the risks of price and yield fluctuations and the risk that the security will not be issued as anticipated. When a fund has sold a security pursuant to one of these transactions, the fund does not participate in further gains or losses with respect to the security. If the other party to a delayed-delivery transaction fails to deliver or pay for the securities, the fund could miss a favorable price or yield opportunity or suffer a loss. A fund may renegotiate a when-issued or forward-commitment transaction and may sell the underlying securities before delivery, which may result in capital gains or losses for the fund. When-issued, delayed-delivery, and forward-commitment transactions will not be

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considered to constitute the issuance, by a fund, of a “senior security,” as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by the fund, if the fund covers the transaction in accordance with the requirements described under the heading “Borrowing.”

Regulatory restrictions in India. Shares of Vanguard Windsor Fund have not been, and will not be, registered under the laws of India and are not intended to benefit from any laws in India promulgated for the protection of shareholders. As a result of regulatory requirements in India, shares of the Fund shall not be knowingly offered to (directly or indirectly) or sold or delivered to (within India); transferred to or purchased by; or held by, for, on the account of, or for the benefit of (i) a “person resident in India” (as defined under applicable Indian law), (ii) an “overseas corporate body” or a “person of Indian origin” (as defined under applicable Indian law), or (iii) any other entity or person disqualified or otherwise prohibited from accessing the Indian securities market under applicable laws, as may be amended from time to time. Investors, prior to purchasing shares of the Fund, must satisfy themselves regarding compliance with these requirements.

SHARE PRICE

Multiple-class funds do not have a single share price. Rather, each class has a share price, called its net asset value, or NAV, that is calculated each business day as of the close of regular trading on the New York Stock Exchange (the Exchange), generally 4 p.m., Eastern time. NAV per share is computed by dividing the total assets, minus liabilities, allocated to the share class by the number of Fund shares outstanding for that class. On U.S. holidays or other days when the Exchange is closed, the NAV is not calculated, and the Funds do not sell or redeem shares. However, on those days the value of a Fund’s assets may be affected to the extent that the Fund holds securities that change in value on those days (such as foreign securities that trade on foreign markets that are open).

The Exchange typically observes the following holidays: New Year’s Day; Martin Luther King, Jr., Day; Presidents’ Day (Washington’s Birthday); Good Friday; Memorial Day; Independence Day; Labor Day; Thanksgiving Day; and Christmas Day. Although each Fund expects the same holidays to be observed in the future, the Exchange may modify its holiday schedule or hours of operation at any time.

PURCHASE AND REDEMPTION OF SHARES

Purchase of Shares

The purchase price of shares of each Fund is the NAV per share next determined after the purchase request is received in good order, as defined in the Fund’s prospectus.

Exchange of Securities for Shares of a Fund. Shares of a Fund may be purchased “in kind” (i.e., in exchange for securities, rather than for cash) at the discretion of the Fund’s portfolio manager. Such securities must not be restricted as to transfer and must have a value that is readily ascertainable. Securities accepted by the Fund will be valued, as set forth in the Fund’s prospectus, as of the time of the next determination of NAV after such acceptance. All dividend, subscription, or other rights that are reflected in the market price of accepted securities at the time of valuation become the property of the Fund and must be delivered to the Fund by the investor upon receipt from the issuer. A gain or loss for federal income tax purposes, depending upon the cost of the securities tendered, would be realized by the investor upon the exchange. Investors interested in purchasing fund shares in kind should contact Vanguard.

Redemption of Shares

The redemption price of shares of each Fund is the NAV per share next determined after the redemption request is received in good order, as defined in the Fund’s prospectus.

Each Fund can postpone payment of redemption proceeds for up to seven calendar days. In addition, each Fund can suspend redemptions and/or postpone payments of redemption proceeds beyond seven calendar days (1) during any period that the Exchange is closed or trading on the Exchange is restricted as determined by the SEC; (2) during any period when an emergency exists, as defined by the SEC, as a result of which it is not reasonably practicable for the Fund to dispose of securities it owns or to fairly determine the value of its assets; or (3) for such other periods as the SEC may permit.

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The Trust has filed a notice of election with the SEC to pay in cash all redemptions requested by any shareholder of record limited in amount during any 90-day period to the lesser of $250,000 or 1% of the net assets of a Fund at the beginning of such period.

If Vanguard determines that it would be detrimental to the best interests of the remaining shareholders of a Fund to make payment wholly or partly in cash, the Fund may pay the redemption price in whole or in part by a distribution in kind of readily marketable securities held by the Fund in lieu of cash in conformity with applicable rules of the SEC and in accordance with procedures adopted by the Fund’s board of trustees. Investors may incur brokerage charges on the sale of such securities received in payment of redemptions.

The Funds do not charge a redemption fee. Shares redeemed may be worth more or less than what was paid for them, depending on the market value of the securities held by the Funds.

Vanguard processes purchase and redemption requests through a pooled account. Pending investment direction or distribution of redemption proceeds, the assets in the pooled account are invested and any earnings (the “float”) are allocated proportionately among the Vanguard funds in order to offset fund expenses. Other than the float, Vanguard treats assets held in the pooled account as the assets of each shareholder making such purchase or redemption request.

Right to Change Policies

Vanguard reserves the right, without notice, to (1) alter, add, or discontinue any conditions of purchase (including eligibility requirements), redemption, exchange, conversion, service, or privilege at any time; (2) accept initial purchases by telephone; (3) freeze any account and/or suspend account services if Vanguard has received reasonable notice of a dispute regarding the assets in an account, including notice of a dispute between the registered or beneficial account owners, or if Vanguard reasonably believes a fraudulent transaction may occur or has occurred; (4) temporarily freeze any account and/or suspend account services upon initial notification to Vanguard of the death of the shareholder until Vanguard receives required documentation in good order; (5) alter, impose, discontinue, or waive any purchase fee, redemption fee, account service fee, or other fees charged to a shareholder or a group of shareholders; and (6) redeem an account or suspend account privileges, without the owner’s permission to do so, in cases of threatening conduct or activity Vanguard believes to be suspicious, fraudulent, or illegal. Changes may affect any or all investors. These actions will be taken when, at the sole discretion of Vanguard management, Vanguard reasonably believes they are in the best interest of a fund.

Investing With Vanguard Through Other Firms

Each Fund has authorized certain agents to accept on its behalf purchase and redemption orders, and those agents are authorized to designate other intermediaries to accept purchase and redemption orders on the Fund’s behalf (collectively, Authorized Agents). The Fund will be deemed to have received a purchase or redemption order when an Authorized Agent accepts the order in accordance with the Fund’s instructions. In most instances, a customer order that is properly transmitted to an Authorized Agent will be priced at the NAV per share next determined after the order is received by the Authorized Agent.

MANAGEMENT OF THE FUNDS

Vanguard

Each Fund is part of the Vanguard group of investment companies, which consists of over 200 funds. Each fund is a series of a Delaware statutory trust. The funds obtain virtually all of their corporate management, administrative, and distribution services through the trusts’ jointly owned subsidiary, Vanguard. Vanguard also provides investment advisory services to certain Vanguard funds. All of these services are provided at Vanguard’s total cost of operations pursuant to the Fifth Amended and Restated Funds’ Service Agreement (the Agreement).

Vanguard employs a supporting staff of management and administrative personnel needed to provide the requisite services to the funds and also furnishes the funds with necessary office space, furnishings, and equipment. Each fund (other than a fund of funds) pays its share of Vanguard’s total expenses, which are allocated among the funds under

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methods approved by the board of trustees of each fund. In addition, each fund bears its own direct expenses, such as legal, auditing, and custodial fees.

The funds’ officers are also employees of Vanguard.

Vanguard, Vanguard Marketing Corporation (VMC), the funds, and the funds’ advisors have adopted codes of ethics designed to prevent employees who may have access to nonpublic information about the trading activities of the funds (access persons) from profiting from that information. The codes of ethics permit access persons to invest in securities for their own accounts, including securities that may be held by a fund, but place substantive and procedural restrictions on the trading activities of access persons. For example, the codes of ethics require that access persons receive advance approval for most securities trades to ensure that there is no conflict with the trading activities of the funds.

Vanguard was established and operates under the Agreement. The Agreement provides that each Vanguard fund may be called upon to invest up to 0.40% of its net assets in Vanguard. The amounts that each fund has invested are adjusted from time to time in order to maintain the proportionate relationship between each fund’s relative net assets and its contribution to Vanguard’s capital.

As of October 31, 2018, each Fund had contributed capital to Vanguard as follows:

  Capital Percentage of Percent of
  Contribution Fund’s Average Vanguard’s
Vanguard Fund to Vanguard Net Assets Capitalization
Windsor Fund $1,016,000 0.01% 0.41%
Windsor II Fund 2,502,000 0.01 1.00

 

Management. Corporate management and administrative services include (1) executive staff, (2) accounting and financial, (3) legal and regulatory, (4) shareholder account maintenance, (5) monitoring and control of custodian relationships, (6) shareholder reporting, and (7) review and evaluation of advisory and other services provided to the funds by third parties.

Distribution. Vanguard Marketing Corporation, 100 Vanguard Boulevard, Malvern, PA 19355, a wholly owned subsidiary of Vanguard, is the principal underwriter for the funds and in that capacity performs and finances marketing, promotional, and distribution activities (collectively, marketing and distribution activities) that are primarily intended to result in the sale of the funds’ shares. VMC offers shares of each fund for sale on a continuous basis and will use all reasonable efforts in connection with the distribution of shares of the funds. VMC performs marketing and distribution activities in accordance with the conditions of a 1981 SEC exemptive order that permits the Vanguard funds to internalize and jointly finance the marketing, promotion, and distribution of their shares. The funds’ trustees review and approve the marketing and distribution expenses incurred by the funds, including the nature and cost of the activities and the desirability of each fund’s continued participation in the joint arrangement.

To ensure that each fund’s participation in the joint arrangement falls within a reasonable range of fairness, each fund contributes to VMC’s marketing and distribution expenses in accordance with an SEC-approved formula. Under that formula, one half of the marketing and distribution expenses are allocated among the funds based upon their relative net assets. The remaining half of those expenses are allocated among the funds based upon each fund’s sales for the preceding 24 months relative to the total sales of the funds as a group, provided, however, that no fund’s aggregate quarterly rate of contribution for marketing and distribution expenses shall exceed 125% of the average marketing and distribution expense rate for Vanguard and that no fund shall incur annual marketing and distribution expenses in excess of 0.20% of its average month-end net assets. Each fund’s contribution to these marketing and distribution expenses helps to maintain and enhance the attractiveness and viability of the Vanguard complex as a whole, which benefits all of the funds and their shareholders.

VMC’s principal marketing and distribution expenses are for advertising, promotional materials, and marketing personnel. Other marketing and distribution activities of an administrative nature that VMC undertakes on behalf of the funds may include, but are not limited to:

  • Conducting or publishing Vanguard-generated research and analysis concerning the funds, other investments, the financial markets, or the economy.

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  • Providing views, opinions, advice, or commentary concerning the funds, other investments, the financial markets, or the economy.
  • Providing analytical, statistical, performance, or other information concerning the funds, other investments, the financial markets, or the economy.
  • Providing administrative services in connection with investments in the funds or other investments, including, but not limited to, shareholder services, recordkeeping services, and educational services.
  • Providing products or services that assist investors or financial service providers (as defined below) in the investment decision-making process.
  • Providing promotional discounts, commission-free trading, fee waivers, and other benefits to clients of Vanguard Brokerage Services® who maintain qualifying investments in the funds.
  • Sponsoring, jointly sponsoring, financially supporting, or participating in conferences, programs, seminars, presentations, meetings, or other events involving fund shareholders, financial service providers, or others concerning the funds, other investments, the financial markets, or the economy, such as industry conferences, prospecting trips, due diligence visits, training or education meetings, and sales presentations.

VMC performs most marketing and distribution activities itself. Some activities may be conducted by third parties pursuant to shared marketing arrangements under which VMC agrees to share the costs and performance of marketing and distribution activities in concert with a financial service provider. Financial service providers include, but are not limited to, investment advisors, broker-dealers, financial planners, financial consultants, banks, and insurance companies. Under these cost- and performance-sharing arrangements, VMC may pay or reimburse a financial service provider (or a third party it retains) for marketing and distribution activities that VMC would otherwise perform. VMC’s cost- and performance-sharing arrangements may be established in connection with Vanguard investment products or services offered or provided to or through the financial service providers. VMC’s arrangements for shared marketing and distribution activities may vary among financial service providers, and its payments or reimbursements to financial service providers in connection with shared marketing and distribution activities may be significant. VMC participates in an offshore arrangement established with a third party to provide marketing, promotional, and other services to qualifying Vanguard funds that are distributed in certain foreign countries on a private-placement basis to government-sponsored and other institutional investors. In exchange for such services, the third party receives an annual base (fixed) fee and may also receive discretionary fees or performance adjustments.

In connection with its marketing and distribution activities, VMC may give financial service providers (or their representatives) (1) promotional items of nominal value that display Vanguard’s logo, such as golf balls, shirts, towels, pens, and mouse pads; (2) gifts that do not exceed $100 per person annually and are not preconditioned on achievement of a sales target; (3) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment that is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (4) reasonable travel and lodging accommodations to facilitate participation in marketing and distribution activities.

VMC, as a matter of policy, does not pay asset-based fees, sales-based fees, or account-based fees to financial service providers in connection with its marketing and distribution activities for the Vanguard funds. VMC policy also prohibits marketing and distribution activities that are intended, designed, or likely to compromise suitability determinations by, or the fulfillment of any fiduciary duties or other obligations that apply to, financial service providers. Nonetheless, VMC’s marketing and distribution activities are primarily intended to result in the sale of the funds’ shares, and as such, its activities, including shared marketing and distribution activities, may influence participating financial service providers (or their representatives) to recommend, promote, include, or invest in a Vanguard fund or share class. In addition, Vanguard or any of its subsidiaries may retain a financial service provider to provide consulting or other services, and that financial service provider also may provide services to investors. Investors should consider the possibility that any of these activities or relationships may influence a financial service provider’s (or its representatives’) decision to recommend, promote, include, or invest in a Vanguard fund or share class. Each financial service provider should consider its suitability determinations, fiduciary duties, and other legal obligations (or those of its representatives) in connection with any decision to consider, recommend, promote, include, or invest in a Vanguard fund or share class.

The following table describes the expenses of Vanguard and VMC that are incurred by the Funds. Amounts captioned “Management and Administrative Expenses” include a Fund‘s allocated share of expenses associated with the management, administrative, and transfer agency services Vanguard provides to the Vanguard funds. Amounts

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captioned “Marketing and Distribution Expenses” include a Fund‘s allocated share of expenses associated with the marketing and distribution activities that VMC conducts on behalf of the Vanguard funds.

As is the case with all mutual funds, transaction costs incurred by the Funds for buying and selling securities are not reflected in the table. Annual Shared Fund Operating Expenses are based on expenses incurred in the fiscal years ended October 31, 2016, 2017, and 2018, and are presented as a percentage of each Fund‘s average month-end net assets.

Annual Shared Fund Operating Expenses
(Shared Expenses Deducted From Fund Assets)
Vanguard Fund 2016 2017 2018
Windsor Fund      
Management and Administrative Expenses 0.15% 0.15% 0.15%
Marketing and Distribution Expenses 0.01 0.01 0.01
Windsor II Fund      
Management and Administrative Expenses 0.15% 0.15% 0.15%
Marketing and Distribution Expenses 0.01 0.01 0.01

 

The Windsor II Fund’s investment advisors may direct certain security trades, subject to obtaining the best price and execution, to brokers who have agreed to rebate to the Fund part of the commissions generated. Such rebates are used solely to reduce the Fund’s management and administrative expenses and are not reflected in these totals.

Officers and Trustees

Each Vanguard fund is governed by the board of trustees of its trust and a single set of officers. Consistent with the board’s corporate governance principles, the trustees believe that their primary responsibility is oversight of the management of each fund for the benefit of its shareholders, not day-to-day management. The trustees set broad policies for the funds; select investment advisors; monitor fund operations, regulatory compliance, performance, and costs; nominate and select new trustees; and elect fund officers. Vanguard manages the day-to-day operations of the funds under the direction of the board of trustees.

The trustees play an active role, as a full board and at the committee level, in overseeing risk management for the funds. The trustees delegate the day-to-day risk management of the funds to various groups, including portfolio review, investment management, risk management, compliance, legal, fund accounting, and fund financial services. These groups provide the trustees with regular reports regarding investment, valuation, liquidity, and compliance, as well as the risks associated with each. The trustees also oversee risk management for the funds through regular interactions with the funds’ internal and external auditors.

The full board participates in the funds’ risk oversight, in part, through the Vanguard funds’ compliance program, which covers the following broad areas of compliance: investment and other operations; recordkeeping; valuation and pricing; communications and disclosure; reporting and accounting; oversight of service providers; fund governance; and codes of ethics, insider trading controls, and protection of nonpublic information. The program seeks to identify and assess risk through various methods, including through regular interdisciplinary communications between compliance professionals and business personnel who participate on a daily basis in risk management on behalf of the funds. The funds’ chief compliance officer regularly provides reports to the board in writing and in person.

The audit committee of the board, which is composed of F. Joseph Loughrey, Mark Loughridge, Sarah Bloom Raskin, and Peter F. Volanakis, each of whom is an independent trustee, oversees management of financial risks and controls. The audit committee serves as the channel of communication between the independent auditors of the funds and the board with respect to financial statements and financial reporting processes, systems of internal control, and the audit process. Vanguard’s head of internal audit reports directly to the audit committee and provides reports to the committee in writing and in person on a regular basis. Although the audit committee is responsible for overseeing the management of financial risks, the entire board is regularly informed of these risks through committee reports.

All of the trustees bring to each fund’s board a wealth of executive leadership experience derived from their service as executives (in many cases chief executive officers), board members, and leaders of diverse public operating companies, academic institutions, and other organizations. In determining whether an individual is qualified to serve as a trustee of the funds, the board considers a wide variety of information about the trustee, and multiple factors contribute to the

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board’s decision. Each trustee is determined to have the experience, skills, and attributes necessary to serve the funds and their shareholders because each trustee demonstrates an exceptional ability to consider complex business and financial matters, evaluate the relative importance and priority of issues, make decisions, and contribute effectively to the deliberations of the board. The board also considers the individual experience of each trustee and determines that the trustee’s professional experience, education, and background contribute to the diversity of perspectives on the board. The business acumen, experience, and objective thinking of the trustees are considered invaluable assets for Vanguard management and, ultimately, the Vanguard funds’ shareholders. The specific roles and experience of each board member that factor into this determination are presented on the following pages. The mailing address of the trustees and officers is P.O. Box 876, Valley Forge, PA 19482.

      Principal Occupation(s) Number of
    Vanguard During the Past Five Years, Vanguard Funds
  Position(s) Funds’ Trustee/ Outside Directorships, Overseen by
Name, Year of Birth Held With Funds Officer Since and Other Experience Trustee/Officer
Interested Trustee1        
Mortimer J. Buckley Chairman of the January 2018 Chairman of the board (January 2019–present) of 212
(1969) Board, Chief   Vanguard and of each of the investment companies  
  Executive Officer,   served by Vanguard; chief executive officer (2018–  
  and President   present) of Vanguard; chief executive officer,  
      president, and trustee (2018–present) of each of the  
      investment companies served by Vanguard; president  
      and director (2017–present) of Vanguard; and president  
      (2018–present) of Vanguard Marketing Corporation.  
      Chief investment officer (2013–2017), managing  
      director (2002–2017), head of the Retail Investor Group  
      (2006–2012), and chief information officer (2001–2006)  
      of Vanguard. Chairman of the board (2011–2017) and  
      trustee (2009–2017) of the Children’s Hospital of  
      Philadelphia; trustee (2018–present) of The Shipley  
School.
 
1 Mr. Buckley is considered an “interested person” as defined in the 1940 Act because he is an officer of the Trust.  
Independent Trustees        
Emerson U. Fullwood Trustee January 2008 Executive chief staff and marketing officer for North 212
(1948)     America and corporate vice president (retired 2008) of  
      Xerox Corporation (document management products  
      and services). Former president of the Worldwide  
      Channels Group, Latin America, and Worldwide  
      Customer Service and executive chief staff officer of  
      Developing Markets of Xerox. Executive in residence  
      and 2009–2010 Distinguished Minett Professor at the  
      Rochester Institute of Technology. Director of SPX  
      FLOW, Inc. (multi-industry manufacturing). Director of  
      the University of Rochester Medical Center, the  
      Monroe Community College Foundation, the United  
      Way of Rochester, North Carolina A&T University, and  
      Roberts Wesleyan College. Trustee of the University of  
      Rochester.  
 
Amy Gutmann Trustee June 2006 President (2004–present) of the University of 212
(1949)     Pennsylvania. Christopher H. Browne Distinguished  
      Professor of Political Science, School of Arts and  
      Sciences, and professor of communication,  
      Annenberg School for Communication, with secondary  
      faculty appointments in the Department of Philosophy,  
      School of Arts and Sciences, and at the Graduate  
      School of Education, University of Pennsylvania.  
      Trustee of the National Constitution Center.  

 

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      Principal Occupation(s) Number of
    Vanguard During the Past Five Years, Vanguard Funds
  Position(s) Funds’ Trustee/ Outside Directorships, Overseen by
Name, Year of Birth Held With Funds Officer Since and Other Experience Trustee/Officer
F. Joseph Loughrey Trustee October 2009 President and chief operating officer (retired 2009) and 212
(1949)     vice chairman of the board (2008–2009) of Cummins  
      Inc. (industrial machinery). Chairman of the board of  
      Hillenbrand, Inc. (specialized consumer services) and  
      the Lumina Foundation. Director of the V Foundation  
      and Oxfam America. Member of the advisory council  
      for the College of Arts and Letters and chair of the  
      advisory board to the Kellogg Institute for International  
      Studies, both at the University of Notre Dame.  
 
Mark Loughridge Lead Independent March 2012 Senior vice president and chief financial officer (retired 212
(1953) Trustee   2013) of IBM (information technology services).  
      Fiduciary member of IBM’s Retirement Plan  
      Committee (2004–2013), senior vice president and  
      general manager (2002–2004) of IBM Global  
      Financing, vice president and controller (1998–2002) of  
      IBM, and a variety of other prior management roles at  
      IBM. Member of the Council on Chicago Booth.  
 
Scott C. Malpass Trustee March 2012 Chief investment officer (1989–present) and vice 212
(1962)     president (1996–present) of the University of Notre  
      Dame. Assistant professor of finance at the Mendoza  
      College of Business, University of Notre Dame, and  
      member of the Notre Dame 403(b) Investment  
      Committee. Chairman of the board of TIFF Advisory  
      Services, Inc. Member of the board of Catholic  
      Investment Services, Inc. (investment advisors), the  
      board of advisors for Spruceview Capital Partners, and  
      the board of superintendence of the Institute for the  
      Works of Religion.  
 
Deanna Mulligan Trustee January 2018 President (2010–present) and chief executive officer 212
(1963)     (2011–present) of The Guardian Life Insurance  
      Company of America. Chief operating officer (2010–  
      2011) and executive vice president (2008–2010) of  
      Individual Life and Disability of The Guardian Life  
      Insurance Company of America. Member of the board  
      of The Guardian Life Insurance Company of America,  
      the American Council of Life Insurers, the Partnership  
      for New York City (business leadership), and the  
      Committee Encouraging Corporate Philanthropy.  
      Trustee of the Economic Club of New York and the  
      Bruce Museum (arts and science). Member of the  
      Advisory Council for the Stanford Graduate School of  
      Business.  
 
André F. Perold Trustee December 2004 George Gund Professor of Finance and Banking, 212
(1952)     Emeritus at the Harvard Business School (retired  
      2011). Chief investment officer and co-managing  
      partner of HighVista Strategies LLC (private  
      investment firm). Board of Advisors and investment  
      committee member of the Museum of Fine Arts  
      Boston. Board member (2018–present) of RIT Capital  
      Partners (investment firm); investment committee  
      member of Partners Health Care System.  

 

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      Principal Occupation(s) Number of
    Vanguard During the Past Five Years, Vanguard Funds
  Position(s) Funds’ Trustee/ Outside Directorships, Overseen by
Name, Year of Birth Held With Funds Officer Since and Other Experience Trustee/Officer
Sarah Bloom Raskin Trustee January 2018 Deputy secretary (2014–2017) of the United States 212
(1961)     Department of the Treasury. Governor (2010–2014) of  
      the Federal Reserve Board. Commissioner (2007–  
      2010) of financial regulation for the State of Maryland.  
      Member of the board of directors (2012–2014) of  
      Neighborhood Reinvestment Corporation. Director  
      (2017–present) of i(x) Investments, LLC; director  
      (2017–present) of Reserve Trust. Rubinstein Fellow  
      (2017–present) of Duke University; trustee (2017–  
      present) of Amherst College.  
 
Peter F. Volanakis(1955) Trustee July 2009 President and chief operating officer (retired 2010) of 212
      Corning Incorporated (communications equipment)  
      and director of Corning Incorporated (2000–2010) and  
      Dow Corning (2001–2010). Director (2012) of SPX  
      Corporation (multi-industry manufacturing). Overseer  
      of the Amos Tuck School of Business Administration,  
      Dartmouth College (2001–2013). Chairman of the  
      board of trustees of Colby-Sawyer College. Member of  
      the Board of Hypertherm Inc. (industrial cutting  
      systems, software, and consumables).  
 
Executive Officers        
Glenn Booraem Investment February 2001 Principal of Vanguard. Investment stewardship officer 212
(1967) Stewardship   (2017–present), treasurer (2015–2017), controller  
  Officer   (2010–2015), and assistant controller (2001–2010) of  
      each of the investment companies served by  
      Vanguard.  
 
Christine M. Buchanan Treasurer November 2017 Principal of Vanguard and global head of Fund 212
(1970)     Administration at Vanguard. Treasurer (2017–present)  
      of each of the investment companies served by  
      Vanguard. Partner (2005–2017) at KPMG LLP (audit,  
      tax, and advisory services).  
 
Brian Dvorak Chief Compliance June 2017 Principal of Vanguard. Chief compliance officer (2017– 212
(1973) Officer   present) of Vanguard and of each of the investment  
      companies served by Vanguard. Assistant vice  
      president (2017–present) of Vanguard Marketing  
      Corporation. Vice president and director of Enterprise  
      Risk Management (2011–2013) at Oppenheimer Funds,  
Inc.
 
Thomas J. Higgins Chief Financial July 1998 Principal of Vanguard. Chief financial officer (2008– 212
(1957) Officer   present) and treasurer (1998–2008) of each of the  
      investment companies served by Vanguard.  
 
Peter Mahoney Controller May 2015 Principal of Vanguard. Controller (2015–present) of 212
(1974)     each of the investment companies served by  
      Vanguard. Head of International Fund Services (2008–  
      2014) at Vanguard.  

 

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      Principal Occupation(s) Number of
    Vanguard During the Past Five Years, Vanguard Funds
  Position(s) Funds’ Trustee/ Outside Directorships, Overseen by
Name, Year of Birth Held With Funds Officer Since and Other Experience Trustee/Officer
Anne E. Robinson Secretary September 2016 General counsel (2016–present) of Vanguard. 212
(1970)     Secretary (2016–present) of Vanguard and of each of  
      the investment companies served by Vanguard.  
      Managing director (2016–present) of Vanguard.  
      Director and senior vice president (2016–2018) of  
      Vanguard Marketing Corporation. Managing director  
      and general counsel of Global Cards and Consumer  
      Services (2014–2016) at Citigroup. Counsel (2003–  
      2014) at American Express.  
 
Michael Rollings Finance Director February 2017 Finance director (2017–present) and treasurer (2017) of 212
(1963)     each of the investment companies served by  
      Vanguard. Managing director (2016–present) of  
      Vanguard. Chief financial officer (2016–present) of  
      Vanguard. Director (2016–present) of Vanguard  
      Marketing Corporation. Executive vice president and  
      chief financial officer (2006–2016) of MassMutual  
      Financial Group.  

 

All but one of the trustees are independent. The independent trustees designate a lead independent trustee. The lead independent trustee is a spokesperson and principal point of contact for the independent trustees and is responsible for coordinating the activities of the independent trustees, including calling regular executive sessions of the independent trustees; developing the agenda of each meeting together with the chairman; and chairing the meetings of the independent trustees. The lead independent trustee also chairs the meetings of the audit, compensation, and nominating committees. The board also has two investment committees, which consist of independent trustees and the sole interested trustee.

The independent trustees appoint the chairman of the board. The roles of chairman of the board and chief executive officer currently are held by the same person; as a result, the chairman of the board is an “interested” trustee. The independent trustees generally believe that the Vanguard funds’ chief executive officer is best qualified to serve as chairman and that fund shareholders benefit from this leadership structure through accountability and strong day-to-day leadership.

Board Committees: The Trust‘s board has the following committees:

  • Audit Committee: This committee oversees the accounting and financial reporting policies, the systems of internal controls, and the independent audits of each fund. The following independent trustees serve as members of the committee: Mr. Loughrey, Mr. Loughridge, Ms. Raskin, and Mr. Volanakis. The committee held six meetings during the Funds‘ fiscal year ended October 31, 2018.
  • Compensation Committee: This committee oversees the compensation programs established by each fund for the benefit of its trustees. All independent trustees serve as members of the committee. The committee held one meeting during the Funds‘ fiscal year ended October 31, 2018.
  • Investment Committees: These committees assist the board in its oversight of investment advisors to the funds and in the review and evaluation of materials relating to the board’s consideration of investment advisory agreements with the funds. Each trustee serves on one of two investment committees. Each investment committee held four meetings during the Funds‘ fiscal year ended October 31, 2018.
  • Nominating Committee: This committee nominates candidates for election to the board of trustees of each fund. The committee also has the authority to recommend the removal of any trustee. All independent trustees serve as members of the committee. The committee held five meetings during the Funds‘ fiscal year ended October 31, 2018.

The Nominating Committee will consider shareholder recommendations for trustee nominees. Shareholders may send recommendations to Mr. Loughridge, chairman of the committee.

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Trustee Compensation

The same individuals serve as trustees of all Vanguard funds and each fund pays a proportionate share of the trustees’ compensation. Vanguard funds also employ their officers on a shared basis; however, officers are compensated by Vanguard, not the funds.

Independent Trustees. The funds compensate their independent trustees (i.e., the ones who are not also officers of the funds) in three ways:

  • The independent trustees receive an annual fee for their service to the funds, which is subject to reduction based on absences from scheduled board meetings.
  • The independent trustees are reimbursed for the travel and other expenses that they incur in attending board meetings.
  • Upon retirement (after attaining age 65 and completing five years of service), the independent trustees who began their service prior to January 1, 2001, receive a retirement benefit under a separate account arrangement. As of January 1, 2001, the opening balance of each eligible trustee’s separate account was generally equal to the net present value of the benefits he or she had accrued under the trustees’ former retirement plan. Each eligible trustee’s separate account will be credited annually with interest at a rate of 7.5% until the trustee receives his or her final distribution. Those independent trustees who began their service on or after January 1, 2001, are not eligible to participate in the plan.

“Interested” Trustee. Mr. Buckley serves as trustee, but is not paid in this capacity. He is, however, paid in his role as an officer of Vanguard.

Compensation Table. The following table provides compensation details for each of the trustees. We list the amounts paid as compensation and accrued as retirement benefits by the Funds for each trustee. In addition, the table shows the total amount of benefits that we expect each trustee to receive from all Vanguard funds upon retirement and the total amount of compensation paid to each trustee by all Vanguard funds.

VANGUARD WINDSOR FUNDS
TRUSTEES’ COMPENSATION TABLE
 
    Pension or Retirement Accrued Annual Total Compensation
  Aggregate Benefits Accrued Retirement From All Vanguard
  Compensation as Part of the Benefit at Funds Paid
Trustee From the Funds1 Funds’ Expenses1 January 1, 20192 to Trustees3
F. William McNabb III4
Mortimer J. Buckley5
Emerson U. Fullwood $9,285 $287,500
Rajiv L. Gupta6 1,421
Amy Gutmann 9,285 287,500
JoAnn Heffernan Heisen4 9,931 $174 $8,678 307,500
F. Joseph Loughrey 9,931 307,500
Mark Loughridge 11,546 357,500
Scott C. Malpass 9,285 280,530
Deanna Mulligan5 7,738 287,500
André F. Perold 9,285 287,500
Sarah Bloom Raskin5 8,276 307,500
Peter F. Volanakis 9,931 307,500

 

1      The amounts shown in this column are based on the Trust‘s fiscal year ended October 31, 2018. Each Fund within the Trust is responsible for a proportionate share of these amounts.
2      Each trustee is eligible to receive retirement benefits only after completing at least 5 years (60 consecutive months) of service as a trustee for the Vanguard funds. The annual retirement benefit will be paid in monthly installments, beginning with the month following the trustee’s retirement from service, and will cease after 10 years of payments (120 monthly installments). Trustees who began their service on or after January 1, 2001, are not eligible to participate in the retirement benefit plan.
3      The amounts reported in this column reflect the total compensation paid to each trustee for his or her service as trustee of 212 Vanguard funds for the 2018 calendar year.
4      Mr. McNabb and Ms. Heisen retired from service effective December 31, 2018.
5      Mr. Buckley, Ms. Mulligan, and Ms. Raskin began service effective January 1, 2018.
6      Mr. Gupta retired from service effective December 31, 2017.

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Ownership of Fund Shares

All current trustees allocate their investments among the various Vanguard funds based on their own investment needs. The following table shows each trustee’s ownership of shares of each Fund and of all Vanguard funds served by the trustee as of December 31, 2018.

    Dollar Range of Aggregate Dollar Range of
    Fund Shares Vanguard Fund Shares
Vanguard Fund Trustee Owned by Trustee Owned by Trustee
Windsor Fund Mortimer J. Buckley Over $100,000 Over $100,000
  Emerson U. Fullwood Over $100,000
  Amy Gutmann Over $100,000
  F. Joseph Loughrey Over $100,000
  Mark Loughridge Over $100,000
  Scott C. Malpass Over $100,000 Over $100,000
  Deanna Mulligan Over $100,000
  André F. Perold Over $100,000
  Sarah Bloom Raskin Over $100,000
  Peter F. Volanakis Over $100,000
 
Windsor II Fund Mortimer J. Buckley Over $100,000
  Emerson U. Fullwood Over $100,000
  Amy Gutmann Over $100,000
  F. Joseph Loughrey Over $100,000
  Mark Loughridge Over $100,000 Over $100,000
  Scott C. Malpass Over $100,000
  Deanna Mulligan Over $100,000
  André F. Perold Over $100,000
  Sarah Bloom Raskin Over $100,000
  Peter F. Volanakis Over $100,000

 

As of January 31, 2019, the trustees and officers of the funds owned, in the aggregate, less than 1% of each class of each fund’s outstanding shares.

As of January 31, 2019, the following owned of record 5% or more of the outstanding shares of each class: Vanguard Windsor Fund—Investor Shares: Vanguard STAR Fund, Valley Forge, PA (36.56%), Vanguard Diversified Equity Fund, Valley Forge, PA (5.71%); Vanguard Windsor Fund—Admiral Shares: FedEx Corporation Retirement Savings Plan, Memphis, TN (7.71%); Vanguard Windsor II Fund—Investor Shares: Vanguard STAR Fund, Valley Forge, PA (25.54%), Variable Annuity Life Insurance Company, Houston, TX (13.63%); Vanguard Windsor II Fund—Admiral Shares: Fidelity Investments Institutional Operations Co., Inc., Covington, KY (9.39%).

Portfolio Holdings Disclosure Policies and Procedures

Introduction

Vanguard and the boards of trustees of the Vanguard funds (Boards) have adopted Portfolio Holdings Disclosure Policies and Procedures (Policies and Procedures) to govern the disclosure of the portfolio holdings of each Vanguard fund. Vanguard and the Boards considered each of the circumstances under which Vanguard fund portfolio holdings may be disclosed to different categories of persons under the Policies and Procedures. Vanguard and the Boards also considered actual and potential material conflicts that could arise in such circumstances between the interests of Vanguard fund shareholders, on the one hand, and those of the fund’s investment advisor, distributor, or any affiliated person of the fund, its investment advisor, or its distributor, on the other. After giving due consideration to such matters and after the exercise of their fiduciary duties and reasonable business judgment, Vanguard and the Boards determined that the

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Vanguard funds have a legitimate business purpose for disclosing portfolio holdings to the persons described in each of the circumstances set forth in the Policies and Procedures and that the Policies and Procedures are reasonably designed to ensure that disclosure of portfolio holdings and information about portfolio holdings is in the best interests of fund shareholders and appropriately addresses the potential for material conflicts of interest.

The Boards exercise continuing oversight of the disclosure of Vanguard fund portfolio holdings by (1) overseeing the implementation and enforcement of the Policies and Procedures, the Code of Ethics, and the Policies and Procedures Designed to Prevent the Misuse of Inside Information (collectively, the portfolio holdings governing policies) by the chief compliance officer of Vanguard and the Vanguard funds; (2) considering reports and recommendations by the chief compliance officer concerning any material compliance matters (as defined in Rule 38a-1 under the 1940 Act and Rule 206(4)-7 under the Investment Advisers Act of 1940) that may arise in connection with any portfolio holdings governing policies; and (3) considering whether to approve or ratify any amendment to any portfolio holdings governing policies. Vanguard and the Boards reserve the right to amend the Policies and Procedures at any time and from time to time without prior notice at their sole discretion. For purposes of the Policies and Procedures, the term “portfolio holdings” means the equity and debt securities (e.g., stocks and bonds) held by a Vanguard fund and does not mean the cash investments, derivatives, and other investment positions (collectively, other investment positions) held by the fund.

Online Disclosure of Ten Largest Stock Holdings

Each actively managed Vanguard fund generally will seek to disclose the fund’s ten largest stock portfolio holdings and the percentage of the fund’s total assets that each of these holdings represents as of the end of the most recent calendar quarter (quarter-end ten largest stock holdings with weightings) online at vanguard.com, in the “Portfolio” section of the fund’s Portfolio & Management page, 15 calendar days after the end of the calendar quarter. Each Vanguard index fund generally will seek to disclose the fund’s ten largest stock portfolio holdings and the percentage of the fund’s total assets that each of these holdings represents as of the end of the most recent month (month-end ten largest stock holdings with weightings) online at vanguard.com, in the “Portfolio” section of the fund’s Portfolio & Management page, 15 calendar days after the end of the month. In addition, Vanguard funds generally will seek to disclose the fund’s ten largest stock portfolio holdings and the aggregate percentage of the fund’s total assets (and, for balanced funds, the aggregate percentage of the fund’s equity securities) that these holdings represent as of the end of the most recent month (month-end ten largest stock holdings) online at vanguard.com, in the “Portfolio” section of the fund’s Portfolio & Management page, 10 business days after the end of the month. Together, the quarter-end and month-end ten largest stock holdings are referred to as the ten largest stock holdings. Online disclosure of the ten largest stock holdings is made to all categories of persons, including individual investors, institutional investors, intermediaries, third-party service providers, rating and ranking organizations, affiliated persons of a Vanguard fund, and all other persons.

Online Disclosure of Complete Portfolio Holdings

Each actively managed Vanguard fund, unless otherwise stated, generally will seek to disclose the fund’s complete portfolio holdings as of the end of the most recent calendar quarter online at vanguard.com, in the “Portfolio” section of the fund’s Portfolio & Management page, 30 calendar days after the end of the calendar quarter. In accordance with Rule 2a-7 under the 1940 Act, each of the Vanguard money market funds will disclose the fund’s complete portfolio holdings as of the last business day of the prior month online at vanguard.com, in the “Portfolio” section of the fund’s Portfolio & Management page, no later than the fifth business day of the current month. The complete portfolio holdings information for money market funds will remain available online for at least six months after the initial posting. Vanguard Market Neutral Fund and Vanguard Alternative Strategies Fund generally will seek to disclose the Fund’s complete portfolio holdings as of the end of the most recent calendar quarter online at vanguard.com, in the “Portfolio” section of the Fund’s Portfolio & Management page, 60 calendar days after the end of the calendar quarter. Each Vanguard index fund generally will seek to disclose the fund’s complete portfolio holdings as of the end of the most recent month online at vanguard.com, in the “Portfolio” section of the fund’s Portfolio & Management page, 15 calendar days after the end of the month. Online disclosure of complete portfolio holdings is made to all categories of persons, including individual investors, institutional investors, intermediaries, third-party service providers, rating and ranking organizations, affiliated persons of a Vanguard fund, and all other persons. Vanguard will review complete portfolio holdings before disclosure is made and, except with respect to the complete portfolio holdings of the Vanguard money market funds, may withhold any portion of the fund’s complete portfolio holdings from disclosure when deemed to be in the best interests of the fund after consultation with a Vanguard fund’s investment advisor.

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Disclosure of Complete Portfolio Holdings to Service Providers Subject to Confidentiality and Trading Restrictions

Vanguard, for legitimate business purposes, may disclose Vanguard fund complete portfolio holdings at times it deems necessary and appropriate to rating and ranking organizations; financial printers; proxy voting service providers; pricing information vendors; issuers of guaranteed investment contracts for stable value portfolios; third parties that deliver analytical, statistical, or consulting services; and other third parties that provide services (collectively, Service Providers) to Vanguard, Vanguard subsidiaries, and/or the Vanguard funds. Disclosure of complete portfolio holdings to a Service Provider is conditioned on the Service Provider being subject to a written agreement imposing a duty of confidentiality, including a duty not to trade on the basis of any material nonpublic information.

The frequency with which complete portfolio holdings may be disclosed to a Service Provider, and the length of the lag, if any, between the date of the information and the date on which the information is disclosed to the Service Provider, is determined based on the facts and circumstances, including, without limitation, the nature of the portfolio holdings information to be disclosed, the risk of harm to the funds and their shareholders, and the legitimate business purposes served by such disclosure. The frequency of disclosure to a Service Provider varies and may be as frequent as daily, with no lag. Disclosure of Vanguard fund complete portfolio holdings by Vanguard to a Service Provider must be authorized by a Vanguard fund officer or a Principal in Vanguard’s Portfolio Review Department or Legal and Compliance Division. Any disclosure of Vanguard fund complete portfolio holdings to a Service Provider as previously described may also include a list of the other investment positions that make up the fund, such as cash investments and derivatives.

Currently, Vanguard discloses Vanguard fund complete portfolio holdings to the following Service Providers as part of ongoing arrangements that serve legitimate business purposes: Abel/Noser Corporation; Advisor Software, Inc.; Alcom Printing Group Inc.; Apple Press, L.C.; Bloomberg L.P.; Brilliant Graphics, Inc.; Broadridge Financial Solutions, Inc.; Brown Brothers Harriman & Co.; Canon Business Process Services; FactSet Research Systems Inc.; Innovation Printing & Communications; Institutional Shareholder Services, Inc.; Intelligencer Printing Company; Investment Technology Group, Inc.; Lipper, Inc.; Markit WSO Corporation; McMunn Associates Inc.; Reuters America Inc.; R.R. Donnelley, Inc.; State Street Bank and Trust Company; Trade Informatics LLC, Triune Color Corporation; and Tursack Printing Inc.

Disclosure of Complete Portfolio Holdings to Vanguard Affiliates and Certain Fiduciaries Subject to Confidentiality and Trading Restrictions

Vanguard fund complete portfolio holdings may be disclosed between and among the following persons (collectively, Affiliates and Fiduciaries) for legitimate business purposes within the scope of their official duties and responsibilities, subject to such persons’ continuing legal duty of confidentiality and legal duty not to trade on the basis of any material nonpublic information, as such duties are imposed under the Code of Ethics, the Policies and Procedures Designed to Prevent the Misuse of Inside Information, by agreement, or under applicable laws, rules, and regulations: (1) persons who are subject to the Code of Ethics or the Policies and Procedures Designed to Prevent the Misuse of Inside Information; (2) an investment advisor, distributor, administrator, transfer agent, or custodian to a Vanguard fund; (3) an accounting firm, an auditing firm, or outside legal counsel retained by Vanguard, a Vanguard subsidiary, or a Vanguard fund; (4) an investment advisor to whom complete portfolio holdings are disclosed for due diligence purposes when the advisor is in merger or acquisition talks with a Vanguard fund’s current advisor; and (5) a newly hired investment advisor or sub-advisor to whom complete portfolio holdings are disclosed prior to the time it commences its duties.

The frequency with which complete portfolio holdings may be disclosed between and among Affiliates and Fiduciaries, and the length of the lag, if any, between the date of the information and the date on which the information is disclosed between and among the Affiliates and Fiduciaries, is determined by such Affiliates and Fiduciaries based on the facts and circumstances, including, without limitation, the nature of the portfolio holdings information to be disclosed, the risk of harm to the funds and their shareholders, and the legitimate business purposes served by such disclosure. The frequency of disclosure between and among Affiliates and Fiduciaries varies and may be as frequent as daily, with no lag. Any disclosure of Vanguard fund complete portfolio holdings to any Affiliates and Fiduciaries as previously described may also include a list of the other investment positions that make up the fund, such as cash investments and derivatives. Disclosure of Vanguard fund complete portfolio holdings or other investment positions by Vanguard, Vanguard Marketing Corporation, or a Vanguard fund to Affiliates and Fiduciaries must be authorized by a Vanguard fund officer or a Principal of Vanguard.

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Currently, Vanguard discloses Vanguard fund complete portfolio holdings to the following Affiliates and Fiduciaries as part of ongoing arrangements that serve legitimate business purposes: Vanguard and each investment advisor, custodian, and independent registered public accounting firm identified in each fund’s Statement of Additional Information.

Disclosure of Portfolio Holdings to Broker-Dealers in the Normal Course of Managing a Fund’s Assets

An investment advisor, administrator, or custodian for a Vanguard fund may, for legitimate business purposes within the scope of its official duties and responsibilities, disclose portfolio holdings (whether partial portfolio holdings or complete portfolio holdings) and other investment positions that make up the fund to one or more broker-dealers during the course of, or in connection with, normal day-to-day securities and derivatives transactions with or through such broker-dealers subject to the broker-dealer’s legal obligation not to use or disclose material nonpublic information concerning the fund’s portfolio holdings, other investment positions, securities transactions, or derivatives transactions without the consent of the fund or its agents. The Vanguard funds have not given their consent to any such use or disclosure and no person or agent of Vanguard is authorized to give such consent except as approved in writing by the Boards of the Vanguard funds. Disclosure of portfolio holdings or other investment positions by Vanguard to broker-dealers must be authorized by a Vanguard fund officer or a Principal of Vanguard.

Disclosure of Nonmaterial Information

The Policies and Procedures permit Vanguard fund officers, Vanguard fund portfolio managers, and other Vanguard representatives (collectively, Approved Vanguard Representatives) to disclose any views, opinions, judgments, advice, or commentary, or any analytical, statistical, performance, or other information, in connection with or relating to a Vanguard fund or its portfolio holdings and/or other investment positions (collectively, commentary and analysis) or any changes in the portfolio holdings of a Vanguard fund that occurred after the end of the most recent calendar quarter (recent portfolio changes) to any person if (1) such disclosure serves a legitimate business purpose, (2) such disclosure does not effectively result in the disclosure of the complete portfolio holdings of any Vanguard fund (which can be disclosed only in accordance with the Policies and Procedures), and (3) such information does not constitute material nonpublic information. Disclosure of commentary and analysis or recent portfolio changes by Vanguard, Vanguard Marketing Corporation, or a Vanguard fund must be authorized by a Vanguard fund officer or a Principal of Vanguard.

An Approved Vanguard Representative must make a good faith determination whether the information constitutes material nonpublic information, which involves an assessment of the particular facts and circumstances. Vanguard believes that in most cases recent portfolio changes that involve a few or even several securities in a diversified portfolio or commentary and analysis would be immaterial and would not convey any advantage to a recipient in making an investment decision concerning a Vanguard fund. Nonexclusive examples of commentary and analysis about a Vanguard fund include (1) the allocation of the fund’s portfolio holdings and other investment positions among various asset classes, sectors, industries, and countries; (2) the characteristics of the stock and bond components of the fund’s portfolio holdings and other investment positions; (3) the attribution of fund returns by asset class, sector, industry, and country; and (4) the volatility characteristics of the fund. Approved Vanguard Representatives may, at their sole discretion, deny any request for information made by any person, and may do so for any reason or for no reason. Approved Vanguard Representatives include, for purposes of the Policies and Procedures, persons employed by or associated with Vanguard or a subsidiary of Vanguard who have been authorized by Vanguard’s Portfolio Review Department to disclose recent portfolio changes and/or commentary and analysis in accordance with the Policies and Procedures.

Disclosure of Portfolio Holdings Related Information to the Issuer of a Security for Legitimate Business Purposes

Vanguard, at its sole discretion, may disclose portfolio holdings information concerning a security held by one or more Vanguard funds to the issuer of such security if the issuer presents, to the satisfaction of Vanguard’s Fund Financial Services unit, convincing evidence that the issuer has a legitimate business purpose for such information. Disclosure of this information to an issuer is conditioned on the issuer being subject to a written agreement imposing a duty of confidentiality, including a duty not to trade on the basis of any material nonpublic information. The frequency with which portfolio holdings information concerning a security may be disclosed to the issuer of such security, and the length of the

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lag, if any, between the date of the information and the date on which the information is disclosed to the issuer, is determined based on the facts and circumstances, including, without limitation, the nature of the portfolio holdings information to be disclosed, the risk of harm to the funds and their shareholders, and the legitimate business purposes served by such disclosure. The frequency of disclosure to an issuer cannot be determined in advance of a specific request and will vary based upon the particular facts and circumstances and the legitimate business purposes, but in unusual situations could be as frequent as daily, with no lag. Disclosure of portfolio holdings information concerning a security held by one or more Vanguard funds to the issuer of such security must be authorized by a Vanguard fund officer or a Principal in Vanguard’s Portfolio Review Department or Legal and Compliance Division.

Disclosure of Portfolio Holdings as Required by Applicable Law

Vanguard fund portfolio holdings (whether partial portfolio holdings or complete portfolio holdings) and other investment positions that make up a fund shall be disclosed to any person as required by applicable laws, rules, and regulations. Examples of such required disclosure include, but are not limited to, disclosure of Vanguard fund portfolio holdings (1) in a filing or submission with the SEC or another regulatory body, (2) in connection with seeking recovery on defaulted bonds in a federal bankruptcy case, (3) in connection with a lawsuit, or (4) as required by court order. Disclosure of portfolio holdings or other investment positions by Vanguard, Vanguard Marketing Corporation, or a Vanguard fund as required by applicable laws, rules, and regulations must be authorized by a Vanguard fund officer or a Principal of Vanguard.

Prohibitions on Disclosure of Portfolio Holdings

No person is authorized to disclose Vanguard fund portfolio holdings or other investment positions (whether online at vanguard.com, in writing, by fax, by email, orally, or by other means) except in accordance with the Policies and Procedures. In addition, no person is authorized to make disclosure pursuant to the Policies and Procedures if such disclosure is otherwise unlawful under the antifraud provisions of the federal securities laws (as defined in Rule 38a-1 under the 1940 Act). Furthermore, Vanguard’s management, at its sole discretion, may determine not to disclose portfolio holdings or other investment positions that make up a Vanguard fund to any person who would otherwise be eligible to receive such information under the Policies and Procedures, or may determine to make such disclosures publicly as provided by the Policies and Procedures.

Prohibitions on Receipt of Compensation or Other Consideration

The Policies and Procedures prohibit a Vanguard fund, its investment advisor, and any other person or entity from paying or receiving any compensation or other consideration of any type for the purpose of obtaining disclosure of Vanguard fund portfolio holdings or other investment positions. “Consideration” includes any agreement to maintain assets in the fund or in other investment companies or accounts managed by the investment advisor or by any affiliated person of the investment advisor.

INVESTMENT ADVISORY AND OTHER SERVICES

The Trust currently uses seven investment advisors:

  • Barrow, Hanley, Mewhinney & Strauss, LLC (Barrow, Hanley) provides investment advisory services for a portion of Vanguard Windsor II Fund.
  • Hotchkis and Wiley Capital Management, LLC (Hotchkis and Wiley) provides investment advisory services for a portion of Vanguard Windsor II Fund.
  • Lazard Asset Management LLC (Lazard) provides investment advisory services for a portion of Vanguard Windsor II Fund.
  • Pzena Investment Management, LLC (Pzena) provides investment advisory services for a portion of Vanguard Windsor Fund.
  • Sanders Capital, LLC (Sanders) provides investment advisory services for a portion of Vanguard Windsor II Fund.
  • Wellington Management Company LLP (Wellington Management) provides investment advisory services for a portion of Vanguard Windsor Fund.
  • Vanguard provides investment advisory services for a portion of Vanguard Windsor II Fund.

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For funds that are advised by independent third-party advisory firms unaffiliated with Vanguard, the board of trustees of each fund hires investment advisory firms, not individual portfolio managers, to provide investment advisory services to such funds. Vanguard negotiates each advisory agreement, which contains advisory fee arrangements, on an arm’s length basis with the advisory firm. Each advisory agreement is reviewed annually by each fund’s board of trustees, taking into account numerous factors, which include, without limitation, the nature, extent, and quality of the services provided; investment performance; and the fair market value of the services provided. Each advisory agreement is between the Trust and the advisory firm, not between the Trust and the portfolio manager. The structure of the advisory fee paid to each unaffiliated investment advisory firm is described in the following sections. In addition, each firm has established policies and procedures designed to address the potential for conflicts of interest. Each firm’s compensation structure and management of potential conflicts of interest are summarized by the advisory firm in the following sections for the fiscal year ended October 31, 2018.

A fund is a party to an investment advisory agreement with each of its independent third-party advisors whereby the advisor manages the investment and reinvestment of the portion of the fund’s assets that the fund’s board of trustees determines to assign to the advisor. In this capacity, each advisor continuously reviews, supervises, and administers the investment program for its portion of the fund’s assets. Hereafter, each portion will be referred to as the advisor’s Portfolio. Each advisor discharges its responsibilities subject to the supervision and oversight of Vanguard’s Portfolio Review Department and the officers and trustees of the fund. Vanguard’s Portfolio Review Department is responsible for recommending changes in a fund’s advisory arrangements to the fund’s board of trustees, including changes in the amount of assets allocated to each advisor and recommendations to hire, terminate, or replace an advisor.

I. Vanguard Windsor Fund

The Fund pays each of its investment advisors a base fee plus or minus a performance adjustment. Each base fee, which is paid quarterly, is a percentage of average daily net assets managed by the advisor during the most recent fiscal quarter. The base fee has breakpoints, which means that the percentage declines as assets go up. The performance adjustment, also paid quarterly, is based on the cumulative total return of each advisor’s portion of the Fund relative to that of the Russell 1000 Value Index (for Pzena) or the S&P 500 Index (for Wellington Management) over the preceding 36-month period.

During the fiscal years ended October 31, 2016, 2017, and 2018, Vanguard Windsor Fund incurred aggregate investment advisory fees of $21,313,000 (before a performance-based decrease of $9,772,000), $23,478,000 (before a performance-based decrease of $8,480,000), and $25,351,000 (before a performance-based decrease of $9,019,000), respectively.

A. Pzena Investment Management (Pzena)

Pzena, based in New York, New York, was founded in 1995. In 2007, the firm completed an initial public offering, whereby the majority ownership of the firm was retained by the members of the Executive Committee and other employees.

1. Other Accounts Managed

Richard Pzena co-manages a portion of Vanguard Windsor Fund; as of October 31, 2018, the Fund held assets of $18.4 billion. As of October 31, 2018, Mr. Pzena also managed 9 other registered investment companies with total assets of $5.6 billion (advisory fees based on account performance for 1 of these accounts with total assets of $2.1 billion), 22 other pooled investment vehicles with total assets of $1.2 billion (advisory fees based on account performance for 2 of these accounts with total assets of $130 million), and 75 other accounts with total assets of $2.6 billion (advisory fees based on account performance for 1 of these accounts with total assets of $924 million).

Benjamin S. Silver co-manages a portion of Vanguard Windsor Fund; as of October 31, 2018, the Fund held assets of $18.4 billion. As of October 31, 2018, Mr. Silver also managed 13 other registered investment companies with total assets of $5.7 billion (advisory fees based on account performance for 1 of these accounts with total assets of $2.1 billion), 32 other pooled investment vehicles with total assets of $4 billion (advisory fees based on account performance for 3 of these accounts with total assets of $456 million), and 136 other accounts with total assets of $7 billion (advisory fees based on account performance for 1 of these accounts with total assets of $924 million).

John Flynn co-manages a portion of Vanguard Windsor Fund; as of October 31, 2018, the Fund held assets of $18.4 billion. As of October 31, 2018, Mr. Flynn also managed 13 other registered investment companies with total

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assets of $5.7 billion (advisory fees based on account performance for 1 of these accounts with total assets of $2.1 billion), 19 other pooled investment vehicles with total assets of $1.1 billion (advisory fees based on account performance for 1 of these accounts with total assets of $2.4 million), and 122 other accounts with total assets of $3.7 billion (advisory fees based on account performance for 1 of these accounts with total assets of $924 million).

2. Material Conflicts of Interest

In Pzena’s view, conflicts of interest may arise in managing the Fund’s portfolio investments, on the one hand, and the portfolios of Pzena’s other clients and/or accounts (together “Accounts”), on the other. Set forth below is a brief description of some of the material conflicts that may arise and Pzena’s policy or procedure for handling such conflicts. Although Pzena has designed such procedures to prevent and address conflicts, there is no guarantee that these procedures will detect every situation in which a conflict could arise.

The management of multiple Accounts inherently carries the risk that there may be competing interests for the portfolio management team’s time and attention. Pzena seeks to minimize this by using one investment approach (i.e., classic value investing) and by managing all Accounts on a strategy-specific basis.

If the portfolio management team identifies a limited investment opportunity that may be suitable for more than one Account, the Fund may not be able to take full advantage of that opportunity; however, Pzena has adopted procedures for allocating portfolio transactions across Accounts so that each Account is treated fairly. With respect to partial fills for an order, depending on the size of the execution, Pzena may choose to allocate the executed shares on a pro-rata basis or on a random basis. As with all trade allocations, each Account generally receives pro-rata allocations of any new issue or IPO security that is appropriate for its investment objective. Permissible reasons for excluding an Account from an otherwise acceptable IPO or new-issue investment include the Account having FINRA restricted person status, lack of available cash to make the purchase, a client-imposed trading prohibition on IPOs or on the business of the issuer, and brokerage restrictions.

With respect to securities transactions for the Accounts, Pzena determines which broker to use to execute each order, consistent with its duty to seek best execution. Pzena will bunch or aggregate like orders when it believes doing so will be beneficial to the Accounts. However, with respect to certain Accounts, Pzena may be limited by the client with respect to the selection of brokers or may be instructed to direct trades through a particular broker. In these cases, Pzena may place separate, nonsimultaneous, transactions for the Fund and another Account, which may temporarily impact the market price of the security or the execution of the transaction to the detriment one or the other.

Conflicts of interest may arise when members of the portfolio management team transact personally in securities investments made or to be made for the Fund or other Accounts. To address this, Pzena has adopted a written Code of Business Conduct and Ethics designed to prevent and detect personal trading activities that may interfere or conflict with client interests (including Fund shareholders’ interests) or its current investment strategy. The Code of Business Conduct and Ethics generally requires that most transactions in securities by Pzena’s Access Persons and certain related persons, whether or not such securities are purchased or sold on behalf of the Accounts, be cleared prior to execution by appropriate approving parties and compliance personnel. Securities transactions for Access Persons’ personal accounts also are subject to reporting requirements and annual and quarterly certification requirements. In addition, no Access Person shall be permitted to affect a short-term trade (i.e., to purchase and subsequently sell within 60 calendar days, or to sell and subsequently purchase within 60 calendar days) of non-exempt securities. Finally, orders for proprietary accounts (i.e., accounts of Pzena’s principals, affiliates, or employees, or their immediate family that are managed by Pzena) are subject to written trade allocation procedures designed to ensure fair treatment of client accounts.

Pzena manages some Accounts under performance-based fee arrangements. Pzena recognizes that this type of incentive compensation creates the risk for potential conflicts of interest. This structure may create inherent pressure to allocate investments having a greater potential for higher returns to accounts of those clients paying a performance fee. To prevent conflicts of interest associated with managing accounts with different compensation structures, Pzena generally requires portfolio decisions to be made on a product-specific basis. Pzena also requires pre-allocation of all client orders based on specific fee-neutral criteria. Additionally, Pzena requires average pricing of all aggregated orders. Finally, Pzena has adopted a policy prohibiting portfolio managers (and all employees) from placing the investment interests of one client or a group of clients with the same investment objectives above the investment interests of any other client or group of clients with the same or similar investment objectives. These measures help Pzena mitigate

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some of the conflicts that its management of private investment companies would otherwise present. Investment personnel of the firm or its affiliates may be permitted to be commercially or professionally involved with an issuer of securities. Any potential conflicts of interest from such involvement would be monitored with the firm’s Code of Ethics.

3. Description of Compensation

Pzena’s compensation philosophy is to reward long-term superior performers with total compensation at or near the top quartile of the asset management industry. As with all investment professionals at Pzena, Mr. Flynn, Mr. Pzena, and Mr. Silver, are compensated through a combination of a fixed base salary, performance bonus, and equity ownership, if appropriate, due to superior personal performance. The time frame Pzena examines for bonus compensation is annual. Base pay is set to be in line wth industry averages, and when setting the level of discretionary bonuses, a blend of quantitative and qualitative measures are considered; however, bonuses are not based on Fund performance or assets of the Fund. For investment professionals, Pzena examines such things as effort, efficiency, ability to focus on the correct issues, stock modeling ability, and ability to successfully interact with company management. However, Pzena always considers all of the contributions that an employee has made and is likely to make in the future. Pzena avoids a compensation model that is driven by individual security performance, as this can lead to short-term thinking which is contrary to the firm's value investment philosophy. Ownership is provided to individuals who have contributed meaningfully to the long-term success of the organization, and is the primary tool used by Pzena for attracting and retaining the best people. Employees invited into the partnership generally receive an initial share grant at no cost to them and are subsequently offered economically attractive opportunities to exchange cash compensation for additional shares. Equity ownership ties personnel to long-term performance as the value of their ownership stake depends on our delivering superior long-term results to investors. Mr. Flynn, Mr. Pzena, and Mr. Silver are equity owners of Pzena.

4. Ownership of Securities

As of October 31, 2018, Mr. Flynn, Mr.Pzena, and Mr. Silver did not own any shares of Vanguard Windsor Fund.

B. Wellington Management Company LLP (Wellington Management)

Wellington Management is a Delaware private limited liability partnership with principal offices at 280 Congress Street, Boston, MA 02210. As of October 31, 2018, the firm is owned by 156 partners, all fully active in the firm. Wellington Management is a professional investment counseling firm that provides investment services to investment companies, employee benefit plans, endowments, foundations, and other institutions. Wellington Management and its predecessor organizations have provided investment advisory services for over 80 years. Wellington Management is owned by the partners of Wellington Management Group LLP, a Massachusetts limited liability partnership.

1. Other Accounts Managed

David W. Palmer manages a portion of the Vanguard Windsor Fund; as of October 31, 2018, the Fund held assets of $18.4 billion. As of October 31, 2018, Mr. Palmer also managed 5 other registered investment companies with total assets of $2.5 billion (advisory fees based on account performance for 1 of these accounts with total assets of $803 million), 5 other pooled investment vehicles with total assets of $179 million, (advisory fees based on account performance for 2 of these accounts with total assets of $24 million), and 4 other accounts with total assets of $1.1 billion (advisory fees not based on account performance).

2. Material Conflicts of Interest

Individual investment professionals at Wellington Management manage multiple accounts for multiple clients. These accounts may include mutual funds, separate accounts (assets managed on behalf of institutions, such as pension funds, insurance companies, foundations, or separately managed account programs sponsored by financial intermediaries), bank common trust accounts, and hedge funds. The Wellington Management Portfolio’s manager listed in the prospectus, who is primarily responsible for the day-to-day management of the Wellington Management Portfolio (Portfolio Manager), generally manages accounts in several different investment styles. These accounts may have investment objectives, strategies, time horizons, tax considerations, and risk profiles that differ from those of the Fund. The Portfolio Manager makes investment decisions for each account, including the Wellington Management Portfolio, based on the investment objectives, policies, practices, benchmarks, cash flows, tax, and other relevant investment considerations applicable to

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that account. Consequently, the Portfolio Manager may purchase or sell securities, including initial public offerings (IPOs), for one account and not another account, and the performance of securities purchased for one account may vary from the performance of securities purchased for other accounts. Alternatively, these accounts may be managed in a similar fashion to the Wellington Management Portfolio, and thus the accounts may have similar—and in some cases nearly identical—objectives, strategies, and/or holdings to those of the Wellington Management Portfolio.

The Portfolio Manager or other investment professionals at Wellington Management may place transactions on behalf of other accounts that are directly or indirectly contrary to investment decisions made on behalf of the Wellington Management Portfolio or make investment decisions that are similar to those made for the Wellington Management Portfolio, both of which have the potential to adversely impact the Wellington Management Portfolio depending on market conditions. For example, an investment professional may purchase a security in one account while appropriately selling that same security in another account. Similarly, the Portfolio Manager may purchase the same security for the Wellington Management Portfolio and one or more other accounts at or about the same time. In those instances the other accounts will have access to their respective holdings prior to the public disclosure of the Wellington Management Portfolio’s holdings. In addition, some of these accounts have fee structures, including performance fees, which are or have the potential to be higher, in some cases significantly higher, than the fees Wellington Management receives for managing the Wellington Management Portfolio. Mr. Palmer also manages accounts which pay performance allocations to Wellington Management or its affiliates. Because incentive payments paid by Wellington Management to the Portfolio Manager are tied to revenues earned by Wellington Management and, where noted, to the performance achieved by the manager in each account, the incentives associated with any given account may be significantly higher or lower than those associated with other accounts managed by the Portfolio Manager. Finally, the Portfolio Manager may hold shares or investments in the other pooled investment vehicles and/or other accounts previously identified.

Wellington Management’s goal is to meet its fiduciary obligation to treat all clients fairly and provide high-quality investment services to all of its clients. Wellington Management has adopted and implemented policies and procedures, including brokerage and trade allocation policies and procedures, that it believes address the conflicts associated with managing multiple accounts for multiple clients. In addition, Wellington Management monitors a variety of areas, including compliance with primary account guidelines, the allocation of IPOs, and compliance with the firm’s Code of Ethics, and places additional investment restrictions on investment professionals who manage hedge funds and certain other accounts. Furthermore, senior investment and business personnel at Wellington Management periodically review the performance of Wellington Management’s investment professionals. Although Wellington Management does not track the time an investment professional spends on a single account, Wellington Management does periodically assess whether an investment professional has adequate time and resources to effectively manage the investment professional’s various client mandates.

3. Description of Compensation

Wellington Management receives a fee based on the assets under management of the Wellington Management Portfolio as set forth in the Investment Advisory Agreement between Wellington Management and the Trust on behalf of the Fund. Wellington Management pays its investment professionals out of its total revenues, including the advisory fee earned with respect to the Wellington Management Portfolio. The following information relates to the fiscal year ended October 31, 2018.

Wellington Management’s compensation structure is designed to attract and retain high-caliber investment professionals necessary to deliver high-quality investment management services to its clients. Wellington Management’s compensation of the Fund’s manager listed in the prospectus, who is primarily responsible for the day-to-day management of the Fund (the “Portfolio Manager”), includes a base salary and incentive components. The base salary for each Portfolio Manager who is a partner (a “Partner”) of Wellington Management Group LLP, the ultimate holding company of Wellington Management, is generally a fixed amount that is determined by the managing partners of Wellington Management Group LLP.

The Portfolio Manager is eligible to receive an incentive payment based on the revenues earned by Wellington Management from the Wellington Management Portfolio and generally each other account managed by the Portfolio Manager. The Portfolio Manager’s incentive payment relating to the Wellington Management Portfolio is linked to the net pre-tax performance of the Wellington Management Portfolio compared to the Standard & Poor’s 500 Index over one, three, and five-year periods, with an emphasis on five-year results. Wellington Management applies similar incentive

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compensation structures (although the benchmarks or peer groups, time periods, and rates may differ) to other accounts managed by the Portfolio Manager, including accounts with performance fees.

Portfolio-based incentives across all accounts managed by an investment professional can, and typically do, represent a significant portion of an investment professional’s overall compensation; incentive compensation varies significantly by individual and can vary significantly from year to year. The Portfolio Manager may also be eligible for bonus payments based on his overall contribution to Wellington Management’s business operations. Senior management at Wellington Management may reward individuals as it deems appropriate based on other factors. Each Partner is eligible to participate in a Partner-funded tax-qualified retirement plan, the contributions to which are made pursuant to an actuarial formula. Mr. Palmer is a Partner.

4. Ownership of Securities

As of October 31, 2018, Mr. Palmer owned shares of Vanguard Windsor Fund within the $500,001–$1,000,000 range.

II. Vanguard Windsor II Fund

The Fund pays each of its investment advisors (other than Vanguard) a base fee plus or minus a perfomance adjustment. Each base fee, which is paid quarterly, is a percentage of average daily net assets managed by the advisor during the most recent fiscal quarter. The base fee has breakpoints, which means that the percentage declines as assets go up. The performance adjustment, also paid quarterly, is based on the cumulative total return of each advisor’s portion of the Fund relative to that of the MSCI US Prime Market 750 Index (for Barrow, Hanley), the MSCI US Investable Market 2500 Index (for Hotchkis and Wiley), the S&P 500 Index (for Lazard), or the Russell 3000 Index (for Sanders), over the preceding 60-month period (a 36-month period for Barrow, Hanley and for Lazard).

For the fiscal years ended October 31, 2016, 2017, and 2018, Vanguard Windsor II Fund incurred aggregate investment advisory fees and expenses of $63,636,000 (before a performance-based decrease of $14,848,000), $67,179,000 (before a performance-based decrease of $10,379,000), and $68,230,000 (before a performance-based decrease of $13,022,000), respectively.

Of the aggregate fees and expenses previously described, the investment advisory expenses paid to Vanguard for the fiscal year ended October 31, 2018, were $515,000 (representing an effective annual rate of less than 0.01%). The investment advisory fees paid to the remaining advisors for the fiscal year ended October 31, 2018, were $54,693,000 (representing an effective annual rate of approximately 0.11%).

A. Barrow, Hanley, Mewhinney & Strauss, LLC (Barrow, Hanley)

Barrow, Hanley, a Delaware limited liability company, is an investment management firm founded in 1979, which provides investment advisory services to separately managed U.S. and non-U.S. equity, fixed income, and balanced portfolios for large institutional clients, mutual funds, employee benefit plans, endowments, foundations, limited liability companies, and other institutions and individuals. Barrow, Hanley is a subsidiary of OM Asset Management plc (OMAM), a publicly-held company traded on the New York Stock Exchange.

1. Other Accounts Managed

Jeff G. Fahrenbruch co-manages a portion of Vanguard Windsor II Fund; as of October 31, 2018, the Fund held assets of $46 billion. As of October 31, 2018, Mr. Fahrenbruch also managed 1 other registered investment company with total assets of $744 million (advisory fees based on account performance for 1 of these accounts with total assets of $496 million), 1 other pooled investment vehicle with total assets of $164 million (advisory fees not based on account performance), and 27 other accounts with total assets of $2.2 billion (advisory fees based on account performance for 1 of these accounts with total assets of $384 million).

David W. Ganucheau co-manages a portion of Vanguard Windsor II Fund; as of October 31, 2018, the Fund held assets of $46 billion. As of October 31, 2018, Mr. Ganucheau also managed 3 other registered investment companies with total assets of $1.2 billion (advisory fees based on account performance for 1 of these accounts with total assets of $519 million), 1 other pooled investment vehicle with total assets of $342 million (advisory fees not based on account performance), and 20 other accounts with total assets of $1.5 billion (advisory fees not based on account performance).

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2. Material Conflicts of Interest

Actual or potential conflicts of interest may arise when a portfolio manager has management responsibilities to more than one account (including Vanguard Windsor II Fund) or private commingled fund accounts. Barrow, Hanley manages potential conflicts between funds or with other types of accounts through allocation policies and procedures, internal review processes, and oversight by directors and independent third parties to ensure that no client or account, regardless of type or fee structure, is intentionally favored or disfavored at the expense of another. Barrow, Hanley’s investment management and trading policies are designed to address potential conflicts in situations where two or more funds or accounts participate in investment decisions involving the same securities.

3. Description of Compensation

The compensation of our investment professionals is tied to their overall contributions to the success of Barrow, Hanley. In addition to base salary, all portfolio managers and analysts are eligible to participate in a bonus pool. The amount of bonus compensation is based on quantitative and qualitative factors and may be substantially higher than an investment professional’s base compensation. Portfolio managers and analysts are rated on their value added to the overall investment process and to performance, as well as their contributions in other areas, such as meetings with clients and consultants. Compensation is not tied to a published or private benchmark. Bonus compensation for analysts is directly tied to their investment recommendations, which are evaluated every six months versus the appropriate industry group/ sector benchmark based on trailing one-year and three-year relative performance.

The final key component of compensation that is shared by most of our key employees, including all portfolio managers and the majority of our analysts, is economic ownership in Barrow, Hanley through a limited partnership that owns 24.9% equity interest in Barrow, Hanley. Equity owners receive, on a quarterly basis, a share of the Firm’s profits, which are, to a great extent, related to the performance of the entire investment team.

4. Ownership of Securities

As of October 31, 2018, Mr. Fahrenbruch owned shares of Vanguard Windsor II Fund within the $50,001–$100,000 range, and Mr. Ganucheau owned shares of Vanguard Windsor II Fund exceeding $1 million.

B. Hotchkis and Wiley Capital Management, LLC (Hotchkis and Wiley)

The Advisor is a limited liability company, the primary members of which are HWCap Holdings, a limited liability company whose members are current and former employees of the Advisor, and Stephens-H&W LLC, a limited liability company whose primary member is SF Holding Corp., which is a diversified holding company.

1. Other Accounts Managed

The investment process employed is the same for similar accounts, including the portion of Vanguard Windsor II Fund managed by Hotchkis and Wiley (the Hotchkis and Wiley Portfolio), and is team-based utilizing primarily in-house, fundamental research. The investment research staff is organized by industry and sector and supports all of the accounts managed in each of Hotchkis and Wiley’s strategies. Portfolio managers for each strategy ensure that the best thinking of the investment team is reflected in the “target portfolios.” Investment ideas for the Hotchkis and Wiley Portfolio are generated by Hotchkis and Wiley’s investment team. Although the Hotchkis and Wiley Portfolio is managed by Hotchkis and Wiley’s investment team, Hotchkis and Wiley has identified George H. Davis, Jr., and Scott McBride as the portfolio managers with the most significant responsibility for the day-to-day management of the Hotchkis and Wiley Portfolio.

Mr. Davis and Mr. McBride co-manage a portion of Vanguard Windsor II Fund; as of October 31, 2018, the Fund held assets of $46 billion. As of October 31, 2018, Mr. Davis and Mr. McBride also co-managed 17 other registered investment companies with total assets of $9.1 billion (advisory fees not based on account performance), 9 other pooled investment vehicles with total assets of $998 million (advisory fees based on account performance for 1 of these accounts with total assets of $56 million), and 59 other accounts with total assets of $9.2 billion (advisory fees based on account performance for 4 of these accounts with total assets of $848 million).

2. Material Conflicts of Interest

The Portfolio is managed by HWCM’s investment team (Investment Team). The Investment Team also manages institutional accounts and other mutual funds in several different investment strategies. The portfolios within an

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investment strategy are managed using a target portfolio; however, each portfolio may have different restrictions, cash flows, tax and other relevant considerations which may preclude a portfolio from participating in certain transactions for that investment strategy. Consequently, the performance of portfolios may vary due to these different considerations. The Investment Team may place transactions for one investment strategy that are directly or indirectly contrary to investment decisions made on behalf of another investment strategy. HWCM also provides model portfolio investment recommendations to sponsors without execution or additional services. The recommendations are provided on a delayed basis relative to transactions of discretionary accounts. HWCM may be restricted from purchasing more than a limited percentage of the outstanding shares of a company or otherwise restricted from trading in a company’s securities due to other regulatory limitations. If a company is a viable investment for more than one investment strategy, HWCM has adopted policies and procedures reasonably designed to ensure that all of its clients are treated fairly and equitably. Additionally, potential and actual conflicts of interest may also arise as a result of HWCM’s other business activities and HWCM’s possession of material non-public information about an issuer, which may have an adverse impact on one group of clients while benefiting another group. In certain situations, HWCM will purchase different classes of securities of the same company (e.g. senior debt, subordinated debt, and or equity) in different investment strategies which can give rise to conflicts where HWCM may advocate for the benefit of one class of security which may be adverse to another security that is held by clients of a different strategy. HWCM seeks to mitigate the impact of these conflicts on a case by case basis.

HWCM utilizes soft dollars to obtain brokerage and research services, which may create a conflict of interest in allocating clients’ brokerage business. Research services may benefit certain accounts more than others. Certain accounts may also pay a less proportionate amount of commissions for research services. If a research product provides both a research and a non-research function, H&W will make a reasonable allocation of the use and pay for the non-research portion with hard dollars. HWCM will make decisions involving soft dollars in a manner that satisfies the requirements of Section 28(e) of the Securities Exchange Act of 1934.

Different types of accounts and investment strategies may have different fee structures. Additionally, certain accounts pay Hotchkis and Wiley performance-based fees, which may vary depending on how well the account performs compared to a benchmark. Because such fee arrangements have the potential to create an incentive for Hotchkis and Wiley to favor such accounts in making investment decisions and allocations, Hotchkis and Wiley has adopted policies and procedures reasonably designed to ensure that all of its clients are treated fairly and equitably, including in respect of allocation decisions, such as initial public offerings.

Since accounts are managed to a target portfolio by the Investment Team, adequate time and resources are consistently applied to all accounts in the same investment strategy. Investment personnel of the firm or its affiliates may be permitted to be commercially or professionally involved with an issuer of securities. Any potential conflicts of interest from such involvement would be monitored for compliance with the firm’s Code of Ethics.

3. Description of Compensation

Hotchkis and Wiley’s Portfolio Managers are compensated in various forms, which may include a base salary, bonus, profit sharing, and equity ownership. Compensation is used to reward, attract, and retain high-quality investment professionals.

The Portfolio Managers are evaluated and accountable at three levels. The first level is individual contribution to the research and decision-making process, including the quality and quantity of work achieved. The second level is teamwork, generally evaluated through contribution within sector teams. The third level pertains to overall portfolio and firm performance.

Fixed salaries and discretionary bonuses for investment professionals are determined by the Chief Executive Officer of Hotchkis and Wiley using tools which may include annual evaluations, compensation surveys, feedback from other employees, and advice from members of Hotchkis and Wiley’s Executive and Compensation Committees. The amount of the bonus is determined by the total amount of Hotchkis and Wiley’s bonus pool available for the year, which is generally a function of revenues. No investment professional receives a bonus that is a pre-determined percentage of revenues or net income. Compensation is thus subjective rather than formulaic.

The majority of the Portfolio Managers own equity in Hotchkis and Wiley. Hotchkis and Wiley believes that the employee ownership structure of the firm will be a significant factor in ensuring a motivated and stable employee base going forward. Hotchkis and Wiley believes that the combination of competitive compensation levels and equity ownership

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provides Hotchkis and Wiley with a demonstrable advantage in the retention and motivation of employees. Portfolio Managers who own equity in Hotchkis and Wiley receive their pro rata share of Hotchkis and Wiley’s profits. Investment professionals may also receive contributions under Hotchkis and Wiley’s profit sharing/401(k) plan.

4. Ownership of Securities

As of October 31, 2018, Mr. Davis and Mr. McBride did not own any shares of Vanguard Windsor II Fund.

C. Lazard Asset Management LLC (Lazard)

Lazard is a registered investment advisor and is a direct, wholly owned subsidiary of Lazard Freres & Co., LLC, and an indirect, wholly owned subsidiary of Lazard Ltd.

1. Other Accounts Managed

Andrew Lacey co-manages a portion of Vanguard Windsor II Fund; as of October 31, 2018, the Fund held assets of $46 billion. As of October 31, 2018, Mr. Lacey also managed 9 other registered investment companies with total assets of $2.7 billion (advisory fees not based on account performance),12 other pooled investment vehicles with total assets of $2.5 billion (advisory fees based on account performance for 2 of these accounts with total assets of $869 million), and 129 other accounts with total assets of $5.4 billion (advisory fees not based on account performance).

Ronald Temple co-manages a portion of Vanguard Windsor II Fund; as of October 31, 2018, the Fund held assets of $46 billion. As of October 31, 2018, Mr. Temple also managed 6 other registered investment companies with total assets of $2.4 billion (advisory fees not based on account performance), 16 other pooled investment vehicles with total assets of $2.6 billion (advisory fees based on account performance for 2 of these accounts with total assets of $869 million), and 135 other accounts with total assets of $5.4 billion (advisory fees not based on account performance).

2. Material Conflicts of Interest

Although the potential for conflicts of interest exists when an investment advisor and portfolio managers manage other accounts with similar investment objectives and strategies as the portion of Vanguard Windsor II Fund managed by Lazard (Similar Accounts), Lazard has procedures in place that are designed to ensure that all accounts are treated fairly and that the Fund is not disadvantaged, including procedures regarding trade allocations and “conflicting trades” (e.g., long and short positions in the same security or similar securities). In addition, the Fund, as a registered investment company, is subject to different regulations from certain of the Similar Accounts, and consequently, may not be permitted to engage in all the investment techniques or transactions, or to engage in such techniques or transactions to the same degree, as the Similar Accounts.

Potential conflicts of interest may arise because of Lazard’s management of the Fund (Lazard Portfolio) and Similar Accounts. For example, conflicts of interest may arise with both the aggregation and allocation of securities transactions and allocation of limited investment opportunities, as Lazard may be perceived as causing accounts it manages to participate in an offering to increase Lazard’s overall allocation of securities in that offering, or to increase Lazard’s ability to participate in future offerings by the same underwriter or issuer. Allocations of bunched trades, particularly trade orders that were only partially filled due to limited availability, and allocation of investment opportunities generally, could raise a potential conflict of interest, as Lazard may have an incentive to allocate securities that are expected to increase in value to preferred accounts. Initial public offerings, in particular, are frequently of very limited availability. Additionally, portfolio managers may be perceived to have a conflict of interest because of the large number of Similar Accounts, in addition to the Fund, that they are managing on behalf of Lazard. Although Lazard does not track each individual portfolio manager’s time dedicated to each account, Lazard periodically reviews each portfolio manager’s overall responsibilities to ensure that he or she is able to allocate the necessary time and resources to effectively manage the Fund. In addition, Lazard could be viewed as having a conflict of interest to the extent that Lazard and/or portfolio managers have a materially larger investment in a Similar Account than their investment in the Fund.

A potential conflict of interest may be perceived to arise if transactions in one account closely follow related transactions in a different account, such as when a purchase increases the value of securities previously purchased by the other account, or when a sale in one account lowers the sale price received in a sale by a second account. Lazard may place transactions on behalf of Similar Accounts that are directly or indirectly contrary to investment decisions made for the Fund, which could have the potential to adversely impact the Fund, depending on market conditions. In addition, if the

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Fund’s investment in an issuer is at a different level of the issuer’s capital structure than an investment in the issuer by Similar Accounts, in the event of credit deterioration of the issuer, there may be a conflict of interest between the Fund’s and such Similar Accounts’ investments in the issuer. If Lazard sells securities short, it may be seen as harmful to the performance of the Fund investing “long” in the same or similar securities whose market values fall as a result of short-selling activities. Investment decisions for the Fund are made independently from those of Similar Accounts. If, however, Similar Accounts desire to invest in, or dispose of, the same securities as the Fund, available investment or opportunities for sales will be allocated equitably to each. In some cases, this procedure may adversely affect the size of the position obtained for or disposed of by the Fund or the price paid or received by the Fund. As described above, Lazard has procedures in place to address these conflicts. Additionally, portfolio managers/analysts and portfolio management teams are generally not permitted to manage long-only assets alongside long/short assets, although may from time to time manage both hedge funds and long-only accounts, including open-end and closed-end registered investment companies. Investment personnel of the firm or its affiliates may be permitted to be commercially or professionally involved with an issuer of securities. Any potential conflicts of interest from such involvement would be monitored for compliance with the firm’s Code of Ethics.

3. Description of Compensation

Lazard compensates portfolio managers by a competitive salary and bonus structure, which is determined both quantitatively and qualitatively. Salary and bonus are paid in cash, stock, and restricted interests in funds managed by Lazard or its affiliates. Portfolio managers are compensated on the performance of the aggregate group of portfolios managed by the teams of which they are a member rather than for a specific fund or account. Various factors are considered in the determination of a portfolio manager’s compensation. All of the portfolios managed by a portfolio manager are comprehensively evaluated to determine his or her positive and consistent performance contribution over time. Further factors include the amount of assets in the portfolios as well as qualitative aspects that reinforce Lazard’s investment philosophy. Total compensation is generally not fixed, but rather is based on the following factors: (1) leadership, teamwork, and commitment; (2) maintenance of current knowledge and opinions on companies owned in the portfolio; (3) generation and development of new investment ideas, including the quality of security analysis and identification of appreciation catalysts; (4) ability and willingness to develop and share ideas on a team basis; and (5) the performance results of the portfolios managed by the investment teams of which the portfolio manager is a member.

Variable bonus is based on the portfolio manager’s quantitative performance as measured by his or her ability to make investment decisions that contribute to the pre-tax absolute and relative returns of the accounts managed by the teams of which the portfolio manager is a member, by comparison of each account to a predetermined benchmark (as set forth in the prospectus or other governing document) over the current fiscal year and the longer-term performance of such account, as well as performance of the account relative to peers. The portfolio manager’s bonus also can be influenced by subjective measurement of the manager’s ability to help others make investment decisions. A portion of a portfolio manager’s variable bonus is awarded under a deferred compensation arrangement pursuant to which the portfolio manager may allocate certain amounts awarded among certain Portfolios, in shares that vest in two to three years. Certain portfolio managers’ bonus compensation may be tied to a fixed percentage of revenue or assets generated by the accounts managed by such portfolio management teams.

4. Ownership of Securities

As of October 31, 2018, Mr. Lacey and Mr. Temple did not own any shares of Vanguard Windsor II Fund.

D. Sanders Capital, LLC (Sanders)

Sanders, a New York limited liability company, is a registered investment advisor founded in 2009 by Lewis Sanders, former chairman and CEO of AllianceBernstein L.P. Mr. Sanders is the firm’s controlling owner, CEO, and Co-CIO, with the remaining ownership stake divided among several of his key employees.

1. Other Accounts Managed

Lewis A. Sanders and John P. Mahedy co-manage a portion of Vanguard Windsor II Fund; as of October 31, 2018, the Fund held assets of $46 billion. As of October 31, 2018, Mr. Sanders and Mr. Mahedy also co-managed 17 other pooled investment vehicles with total assets of $3.2 billion (advisory fees not based on account performance). As of October 31, 2018, Mr. Sanders also managed 69 other accounts with total assets of $18.1 billion (advisory fees based on

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account performance for 5 of these accounts with total assets of $3.1 billion), and Mr. Mahedy also managed 69 other accounts with total assets of $17.5 billion (advisory fees based on account performance for 5 of these accounts with total assets of $3.1 billion).

2. Material Conflicts of Interest

Mr. Sanders and Mr. Mahedy are co-chief investment officers of Sanders Capital LLC (Sanders). In addition to the Fund, Sanders manages on a discretionary basis other accounts which utiilize the value equity strategy utilized for the Fund or which utilize a different strategy but hold some of the same securities as the Fund, including, as of October 31, 2018, two accounts belonging to Mr. Sanders personally. Mr. Sanders also has an interest in three of the portfolios of a privately offered limited partnership whose general partner is an affiliate of Sanders and which is managed by Sanders. Under its agreement with the Fund, the general partner is entitled to a performance allocation if the Fund’s returns exceed specified amounts. Sanders has strict policies in force to ensure that all clients are treated fairly. For example, when practical, all client orders for the same security entered at the same time are aggregated in a single order and, if the order cannot be filled by day-end, Sanders allocates shares to underlying accounts on a pro rata basis. If an order is filled at several prices through multiple trades with the same broker, an average price and commission will be used for the executed trades in the order. For allocation and other purposes, managed accounts of staff members are treated the same as accounts of other clients, in keeping with Sanders’ belief that staff investments in Sanders’ products align their interests with those of clients. Sanders has strict rules with respect to personal trading by staff to ensure that client interests always come first. Staff must obtain permission prior to executing any trade in a personal account; permission is denied if Sanders is purchasing or considering purchasing a security for clients until all client orders are completed. Once a purchase is made, the staff member must hold the security for at least one year, and beyond that time if the security is then held in client accounts. Sanders’ investment personnel of the firm or its affiliates may be permitted to be commercially or professionally involved with an issuer of securities. Any potential conflicts of interest from such involvement would be monitored for compliance with the Sanders’ Code of Ethics.

3. Description of Compensation

Each Portfolio Manager of the Fund is compensated with a guaranteed salary (draw) and a guaranteed bonus. In addition, each Portfolio Manager is a member (i.e., part owner) of Sanders and each is entitled to a share of the firm’s profits if and when earned. The Portfolio Managers are also members of an affiliate of Sanders, which is the general partner of a limited partnership with four portfolios managed by Sanders; the General Partner is entitled to a performance allocation if the returns in these portfolios exceed stated amounts. In such event, the Portfolio Managers would benefit in proportion to their ownership interests in the General Partner.

4. Ownership of Securities

As of October 31, 2018, Mr. Sanders and Mr. Mahedy did not own any shares of Vanguard Windsor II Fund.

E. Vanguard

Vanguard, through its Quantitative Equity Group, provides investment advisory services for a portion of Vanguard Windsor II Fund’s assets. The compensation and other expenses of Vanguard’s advisory staff are allocated among the funds utilizing Vanguard’s advisory services.

1. Other Accounts Managed

James P. Stetler and Binbin Guo co-manage a portion of Vanguard Windsor II Fund; as of October 31, 2018, the Fund held assets of $46 billion. As of October 31, 2018, Mr. Stetler and Mr. Guo co-managed all or a portion of 11 other registered investment companies with total assets of $96 billion (advisory fees not based on account performance). Mr. Stetler and Mr. Guo also co-managed 3 other pooled investment vehicles with total assets of $295 million (advisory fees not based on account performance).

2. Material Conflicts of Interest

At Vanguard, individual portfolio managers may manage multiple accounts for multiple clients. In addition to mutual funds, these accounts may include separate accounts, collective trusts, and offshore funds. Managing multiple funds or

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accounts may give rise to potential conflicts of interest including, for example, conflicts among investment strategies and conflicts in the allocation of investment opportunities. Vanguard manages potential conflicts between funds or accounts through allocation policies and procedures, internal review processes, and oversight by trustees and independent third parties. Vanguard has developed trade allocation procedures and controls to ensure that no one client, regardless of type, is intentionally favored at the expense of another. Allocation policies are designed to address potential conflicts in situations where two or more funds or accounts participate in investment decisions involving the same securities.

3. Description of Compensation

All named Vanguard portfolio managers are Vanguard employees. This section describes the compensation of the Vanguard employees who manage Vanguard mutual funds. As of October 31, 2018, a Vanguard portfolio manager’s compensation generally consists of base salary, bonus, and payments under Vanguard’s long-term incentive compensation program. In addition, portfolio managers are eligible for the standard retirement benefits and health and welfare benefits available to all Vanguard employees. Also, certain portfolio managers may be eligible for additional retirement benefits under several supplemental retirement plans that Vanguard adopted in the 1980s to restore dollar-for-dollar the benefits of management employees that had been cut back solely as a result of tax law changes. These plans are structured to provide the same retirement benefits as the standard retirement plans.

In the case of portfolio managers responsible for managing multiple Vanguard funds or accounts, the method used to determine their compensation is the same for all funds and investment accounts. A portfolio manager’s base salary is determined by the manager’s experience and performance in the role, taking into account the ongoing compensation benchmark analyses performed by Vanguard’s Human Resources Department. A portfolio manager’s base salary is generally a fixed amount that may change as a result of an annual review, upon assumption of new duties, or in response to a market adjustment of the position.

A portfolio manager’s bonus is determined by a number of factors. One factor is gross, pre-tax performance of a fund relative to expectations for how the fund should have performed, given the fund’s investment objective, policies, strategies, and limitations, and the market environment during the measurement period. This performance factor is not based on the amount of assets held in the fund’s portfolio. For the portion of the Windsor II Fund managed by Vanguard, the performance factor depends on how successfully the portfolio manager outperforms the MSCI US Prime Market Value Index and maintains the risk parameters of the Fund over a three-year period. Additional factors include the portfolio manager’s contributions to the investment management functions within the sub-asset class, contributions to the development of other investment professionals and supporting staff, and overall contributions to strategic planning and decisions for the investment group. The target bonus is expressed as a percentage of base salary. The actual bonus paid may be more or less than the target bonus, based on how well the manager satisfies the objectives previously described. The bonus is paid on an annual basis.

Under the long-term incentive compensation program, all full-time employees receive a payment from Vanguard’s long-term incentive compensation plan based on their years of service, job level, and, if applicable, management responsibilities. Each year, Vanguard’s independent directors determine the amount of the long-term incentive compensation award for that year based on the investment performance of the Vanguard funds relative to competitors and Vanguard’s operating efficiencies in providing services to the Vanguard funds.

4. Ownership of Securities

Vanguard employees, including portfolio managers, allocate their investments among the various Vanguard funds or collective investment trusts that may invest in Vanguard funds based on their own individual investment needs and goals. Vanguard employees, as a group, invest a sizable portion of their personal assets in Vanguard funds. As of October 31, 2018, Vanguard employees collectively invested more than $6.4 billion in Vanguard funds or collective investment trusts that may invest in Vanguard funds.

As of October 31, 2018, the named portfolio managers did not own any shares of Vanguard Windsor II Fund.

Duration and Termination of Investment Advisory Agreements

The Funds’ current investment advisory agreements with the unaffiliated advisors are renewable for successive one-year periods, only if (1) each renewal is specifically approved by a vote of the Fund’s board of trustees, including the

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affirmative votes of a majority of the trustees who are not parties to the agreement or “interested persons” (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of considering such approval or (2) each renewal is specifically approved by a vote of a majority of the Fund’s outstanding voting securities. An agreement is automatically terminated if assigned and may be terminated without penalty at any time either (1) by vote of the board of trustees of the Fund upon thirty (30) days’ written notice to the advisor, (2) by a vote of a majority of the Fund’s outstanding voting securities upon 30 days’ written notice to the advisor, or (3) by the advisor upon ninety (90) days’ written notice to the Fund.

Vanguard provides investment advisory services to Vanguard Windsor II Fund pursuant to the terms of the Fifth Amended and Restated Funds’ Service Agreement. This Agreement will continue in full force and effect until terminated or amended by mutual agreement of the Vanguard funds and Vanguard.

Securities Lending

The following table describes the securities lending activities of each Fund during the fiscal year ended October 31, 2018:

Vanguard Fund Securities Lending Activities
Windsor Fund  
Gross income from securities lending activities $891,747
Fees paid to securities lending agent from a revenue split $0
Fees paid for any cash collateral management service (including fees deducted from a pooled cash  
collateral reinvestment vehicle) that are not included in the revenue split $1,112
Administrative fees not included in revenue split $15,267
Indemnification fee not included in revenue split $0
Rebate (paid to borrower) $235,095
Other fees not included in revenue split (specify) $0
Aggregate fees/compensation for securities lending activities $251,474
Net income from securities lending activities $640,273
Windsor II Fund  
Gross income from securities lending activities $1,729,988
Fees paid to securities lending agent from a revenue split $0
Fees paid for any cash collateral management service (including fees deducted from a pooled cash  
collateral reinvestment vehicle) that are not included in the revenue split $4,052
Administrative fees not included in revenue split $14,849
Indemnification fee not included in revenue split $0
Rebate (paid to borrower) $819,689
Other fees not included in revenue split (specify) $0
Aggregate fees/compensation for securities lending activities $838,590
Net income from securities lending activities $891,398

 

The services provided by Brown Brothers Harriman & Co. and Vanguard, each acting separately as securities lending agents for certain Vanguard funds, include coordinating the selection of securities to be loaned to approved borrowers; negotiating the terms of the loan; monitoring the value of the securities loaned and corresponding collateral, marking to market daily; coordinating the investment of cash collateral in the funds’ approved cash collateral reinvestment vehicle; monitoring dividends and coordinating material proxy votes relating to loaned securities; and transferring, recalling, and arranging the return of loaned securities to the funds upon termination of the loan.

PORTFOLIO TRANSACTIONS

The advisor decides which securities to buy and sell on behalf of a Fund and then selects the brokers or dealers that will execute the trades on an agency basis or the dealers with whom the trades will be effected on a principal basis. For each trade, the advisor must select a broker-dealer that it believes will provide “best execution.” Best execution does not necessarily mean paying the lowest spread or commission rate available. In seeking best execution, the SEC has said

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that an advisor should consider the full range of a broker-dealer’s services. The factors considered by the advisor in seeking best execution include, but are not limited to, the broker-dealer’s execution capability, clearance and settlement services, commission rate, trading expertise, willingness and ability to commit capital, ability to provide anonymity, financial responsibility, reputation and integrity, responsiveness, access to underwritten offerings and secondary markets, and access to company management, as well as the value of any research provided by the broker-dealer. In assessing which broker-dealer can provide best execution for a particular trade, the advisor also may consider the timing and size of the order and available liquidity and current market conditions. Subject to applicable legal requirements, the advisor may select a broker based partly on brokerage or research services provided to the advisor and its clients, including the Funds. The advisor may cause a Fund to pay a higher commission than other brokers would charge if the advisor determines in good faith that the amount of the commission is reasonable in relation to the value of services provided. The advisor also may receive brokerage or research services from broker-dealers that are provided at no charge in recognition of the volume of trades directed to the broker. To the extent research services or products may be a factor in selecting brokers, services and products may include written research reports analyzing performance or securities, discussions with research analysts, meetings with corporate executives to obtain oral reports on company performance, market data, and other products and services that will assist the advisor in its investment decision-making process. The research services provided by brokers through which a Fund effects securities transactions may be used by the advisor in servicing all of its accounts, and some of the services may not be used by the advisor in connection with the Fund.

During the fiscal years ended October 31, 2016, 2017, and 2018, the Funds paid the following approximate amounts in brokerage commissions:

Vanguard Fund 2016 2017 2018
Windsor Fund $5,738,000 $5,354,000 $6,228,000
Windsor II Fund 16,534,000 14,852,000 14,596,000

 

Some securities that are considered for investment by a Fund may also be appropriate for other Vanguard funds or for other clients served by the advisors. If such securities are compatible with the investment policies of a Fund and one or more of an advisor’s other clients and are considered for purchase or sale at or about the same time, then transactions in such securities may be aggregated by the advisor, and the purchased securities or sale proceeds may be allocated among the participating Vanguard funds and the other participating clients of the advisor in a manner deemed equitable by the advisor. Although there may be no specified formula for allocating such transactions, the allocation methods used, and the results of such allocations, will be subject to periodic review by the Funds‘ board of trustees.

The ability of Vanguard and external advisors to purchase or dispose of investments in regulated industries, certain derivatives markets, certain international markets, and certain issuers that limit ownership by a single shareholder or group of related shareholders, or to exercise rights on behalf of a Fund, may be restricted or impaired because of limitations on the aggregate level of investment unless regulatory or corporate consents or ownership waivers are obtained. As a result, Vanguard and external advisors on behalf of a Fund may be required to limit purchases, sell existing investments, or otherwise restrict or limit the exercise of shareholder rights by the Fund, including voting rights. If a Fund is required to limit its investment in a particular issuer, the Fund may seek to obtain economic exposure to that issuer through alternative means, such as through a derivative, which may be more costly than owning securities of the issuer directly.

As of October 31, 2018, each Fund held securities of its “regular brokers or dealers,” as that term is defined in Rule 10b-1 of the 1940 Act, as follows:

Vanguard Fund Regular Broker or Dealer (or Parent) Aggregate Holdings
Windsor Fund Banc of America Securities LLC
  UBS Securities LLC $104,903,000
 
Windsor II Fund Barclays Capital Inc. 69,436,000
  Citigroup Global Markets Inc. 457,396,000
  Goldman, Sachs & Co. 165,706,000
  Merrill Lynch, Pierce, Fenner & Smith Inc. 573,155,000
  Morgan Stanley 41,270,000

 

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VANGUARD‘S PROXY VOTING GUIDELINES

The Board of Trustees (the Board) of each Vanguard fund has adopted proxy voting procedures and guidelines to govern proxy voting by the fund. The Board has delegated oversight of proxy voting to the Investment Stewardship Oversight Committee (the Committee), made up of senior officers of Vanguard and subject to the procedures and guidelines described below. The Committee reports directly to the Board. Vanguard is subject to these procedures and guidelines to the extent that they call for Vanguard to administer the voting process and implement the resulting voting decisions, and for these purposes the guidelines have also been approved by the Board of Directors of Vanguard.

The overarching objective in voting is simple: to support proposals and director nominees that maximize the value of a fund’s investments—and those of fund shareholders—over the long term. Although the goal is simple, the proposals the funds receive are varied and frequently complex. As such, the guidelines adopted by the Board provide a rigorous framework for assessing each proposal. Under the guidelines, each proposal must be evaluated on its merits, based on the particular facts and circumstances as presented.

For ease of reference, the procedures and guidelines often refer to all funds. However, our processes and practices seek to ensure that proxy voting decisions are suitable for individual funds. For most proxy proposals, particularly those involving corporate governance, the evaluation will result in the same position being taken across all of the funds and the funds voting as a block. In some cases, however, a fund may vote differently, depending upon the nature and objective of the fund, the composition of its portfolio, and other factors.

The guidelines do not permit the Board to delegate voting responsibility to a third party that does not serve as a fiduciary for the funds. Because many factors bear on each decision, the guidelines incorporate factors the Committee should consider in each voting decision. A fund may refrain from voting some or all of its shares or vote in a particular way if doing so would be in the fund’s and its shareholders’ best interests. These circumstances may arise, for example, if the expected cost of voting exceeds the expected benefits of voting, if exercising the vote would result in the imposition of trading or other restrictions, or if a fund (or all Vanguard funds in the aggregate) were to own more than the permissible maximum percentage of a company’s stock (as determined by the company’s governing documents or by applicable law, regulation, or regulatory agreement).

In evaluating proxy proposals, we consider information from many sources, including, but not limited to, the investment advisor for the fund, the management or shareholders of a company presenting a proposal, and independent proxy research services. We will give substantial weight to the recommendations of the company’s board, absent guidelines or other specific facts that would support a vote against management. In all cases, however, the ultimate decision rests with the members of the Committee, who are accountable to the fund’s Board.

While serving as a framework, the following guidelines cannot contemplate all possible proposals with which a fund may be presented. In the absence of a specific guideline for a particular proposal (e.g., in the case of a transactional issue or contested proxy), the Committee will evaluate the issue and cast the fund’s vote in a manner that, in the Committee’s view, will maximize the value of the fund’s investment, subject to the individual circumstances of the fund.

I. The Board of Directors

A. Election of directors

Good governance starts with a majority-independent board, whose key committees are made up entirely of independent directors. As such, companies should attest to the independence of directors who serve on the Compensation, Nominating, and Audit committees. In any instance in which a director is not categorically independent, the basis for the independence determination should be clearly explained in the proxy statement.

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While the funds will generally support the board’s nominees, we will consider a company’s specific circumstances in the context of relevant exchange rules and local governance codes, where applicable, in determining the fund’s vote. The following factors will be taken into account in determining each fund’s vote:

Factors for approval Factors against approval
Nominated slate results in board made up of a majority of Nominated slate results in board made up of a majority of
independent directors. non-independent directors.
All members of Audit, Nominating, and Compensation Audit, Nominating, and/or Compensation committees include
committees are independent of management. non-independent members.
  Incumbent board member failed to attend at least 75% of meetings
  in the previous year.
  Actions of committee(s) on which nominee serves are inconsistent with
  other guidelines (e.g., excessive equity grants, substantial non-audit fees,
  lack of board independence).
  Actions of committee(s) on which nominee serves demonstrate serious
  failures of governance (e.g., unilaterally acting to significantly reduce
  shareholder rights, failure to respond to previous vote results for directors
  and shareholder proposals).

 

B. Contested director elections

In the case of contested board elections, we will evaluate the nominees’ qualifications, the performance of the incumbent board, and the rationale behind the dissidents’ campaign, to determine the outcome that we believe will maximize shareholder value.

C. Classified boards

The funds will generally support proposals to declassify existing boards (whether proposed by management or shareholders), and will block efforts by companies to adopt classified board structures in which only part of the board is elected each year.

D. Proxy access

We believe that long-term investors may benefit from having proxy access, or the opportunity to place director nominees on a company’s proxy ballot. In our view, this improves shareholders’ ability to participate in director elections while potentially enhancing boards’ accountability and responsiveness to shareholders.

That said, we also believe that proxy access provisions should be appropriately limited to avoid abuse by investors who lack a meaningful long-term interest in the company. As such, we generally believe that a shareholder or group of shareholders representing 3% of a company’s outstanding shares held for at least three years should be able to nominate directors for up to 20% of the seats on the board.

We will review proposals regarding proxy access case by case. The funds will be most likely to support access provisions with the terms described above, but they may support different thresholds based on a company’s other governance provisions, as well as other relevant factors.

II. Approval of Independent Auditors

The relationship between the company and its auditors should be limited primarily to the audit, although it may include certain closely related activities that do not, in the aggregate, raise any appearance of impaired independence. The funds will generally support management’s recommendation for the ratification of the auditor, except in instances in which audit and audit-related fees make up less than 50% of the total fees paid by the company to the audit firm. We will evaluate on a case-by-case basis instances in which the audit firm has a substantial non-audit relationship with the company (regardless of its size relative to the audit fee) to determine whether independence has been compromised.

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III. Compensation Issues

A. Stock-based compensation plans

Appropriately designed stock-based compensation plans, administered by an independent committee of the board and approved by shareholders, can be an effective way to align the interests of long-term shareholders with the interests of management, employees, and directors. The funds oppose plans that substantially dilute their ownership interest in the company, provide participants with excessive awards, or have inherently objectionable structural features.

An independent compensation committee should have significant latitude to deliver varied compensation to motivate the company’s employees. However, we will evaluate compensation proposals in the context of several factors (a company’s industry, market capitalization, competitors for talent, etc.) to determine whether a particular plan or proposal balances the perspectives of employees and the company’s other shareholders. We will evaluate each proposal on a case-by-case basis, taking all material facts and circumstances into account.

The following factors will be among those considered in evaluating these proposals:

Factors for approval Factors against approval
Company requires senior executives to hold a minimum amount Total potential dilution (including all stock-based plans) exceeds 15% of
of company stock (frequently expressed as a multiple of salary). shares outstanding.
Company requires stock acquired through equity awards to be Annual equity grants have exceeded 2% of shares outstanding.
held for a certain period of time.  
Compensation program includes performance-vesting awards, Plan permits repricing or replacement of options without
indexed options, or other performance-linked grants. shareholder approval.
Concentration of equity grants to senior executives is limited Plan provides for the issuance of reload options.
(indicating that the plan is very broad-based).  
Stock-based compensation is clearly used as a substitute for Plan contains automatic share replenishment (evergreen) feature.
cash in delivering market-competitive total pay.  

 

B. Bonus plans
Bonus plans, which must be periodically submitted for shareholder approval to qualify for deductibility under Section 162(m)
of the Internal Revenue Code, should have clearly defined performance criteria and maximum awards expressed in dollars.
Bonus plans with awards that are excessive, in both absolute terms and relative to a comparative group, generally will not be
supported.
 
C. Employee stock purchase plans
The funds will generally support the use of employee stock purchase plans to increase company stock ownership by
employees, provided that shares purchased under the plan are acquired for no less than 85% of their market value and
that shares reserved under the plan amount to less than 5% of the outstanding shares.
 
D. Advisory votes on executive compensation (Say on Pay)
In addition to proposals on specific equity or bonus plans, the funds are required to cast advisory votes approving many
companies’ overall executive compensation plans (so-called Say on Pay votes). In evaluating these proposals, we
consider a number of factors, including the amount of compensation that is at risk, the amount of equity-based
compensation that is linked to the company’s performance, and the level of compensation as compared to industry
peers. The funds will generally support pay programs that demonstrate effective linkage between pay and performance
over time and that provide compensation opportunities that are competitive relative to industry peers. On the other
hand, pay programs in which significant compensation is guaranteed or insufficiently linked to performance will be less
likely to earn our support.
 
E. Executive severance agreements (golden parachutes)
Although executives’ incentives for continued employment should be more significant than severance benefits, there are
instances—particularly in the event of a change in control—in which severance arrangements may be appropriate.
Severance benefits payable upon a change of control AND an executive’s termination (so-called “double trigger” plans)
are generally acceptable to the extent that benefits paid do not exceed three times salary and bonus. Arrangements in

 

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which the benefits exceed three times salary and bonus should be justified and submitted for shareholder approval. We do not generally support guaranteed severance absent a change in control or arrangements that do not require the termination of the executive (so-called “single trigger” plans).

IV. Corporate Structure and Shareholder Rights

The exercise of shareholder rights, in proportion to economic ownership, is a fundamental privilege of stock ownership that should not be unnecessarily limited. Such limits may be placed on shareholders’ ability to act by corporate charter or by-law provisions, or by the adoption of certain takeover provisions. In general, the market for corporate control should be allowed to function without undue interference from these artificial barriers.

The funds’ positions on a number of the most commonly presented issues in this area are as follows:

A. Shareholder rights plans (“poison pills)

A company’s adoption of a so-called poison pill effectively limits a potential acquirer’s ability to buy a controlling interest

without the approval of the target’s board of directors. Such a plan, in conjunction with other takeover defenses, may serve to entrench incumbent management and directors. However, in other cases, a poison pill may force a suitor to negotiate with the board and result in the payment of a higher acquisition premium.

In general, shareholders should be afforded the opportunity to approve shareholder rights plans within a year of their adoption. This provides the board with the ability to put a poison pill in place for legitimate defensive purposes, subject to subsequent approval by shareholders. In evaluating the approval of proposed shareholder rights plans, we will consider the following factors:

Factors for approval Factors against approval
Plan is relatively short term (3-5 years). Plan is long term (>5 years).
Plan requires shareholder approval for renewal. Renewal of plan is automatic or does not require shareholder approval.
Plan incorporates review by a committee of independent Board with limited independence.
directors at least every three years (so-called TIDE provisions).  
Ownership trigger is reasonable (15-20%). Ownership trigger is less than 15%.
Highly independent, non-classified board. Classified board.
Plan includes permitted-bid/qualified-offer feature (chewable  
pill) that mandates a shareholder vote in certain situations.  

 

The funds are supportive of companies seeking to increase authorized share amounts that do not potentially expose shareholders to excessive dilution. We will generally approve increases of up to 50% of the current share authorization, but will also consider a company’s specific circumstances and market practices.

C. Cumulative voting

The funds are generally opposed to cumulative voting under the premise that it allows shareholders a voice in director elections that is disproportionate to their economic investment in the corporation.

D. Supermajority vote requirements

The funds support shareholders’ ability to approve or reject matters presented for a vote based on a simple majority. Accordingly, the funds will support proposals to remove supermajority requirements and oppose proposals to impose them.

E. Right to call meetings and act by written consent

The funds support shareholders’ right to call special meetings of the board (for good cause and with ample representation) and to act by written consent. The funds will generally vote for proposals to grant these rights to shareholders and against proposals to abridge them.

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F. Confidential voting

The integrity of the voting process is enhanced substantially when shareholders (both institutions and individuals) can vote without fear of coercion or retribution based on their votes. As such, the funds support proposals to provide confidential voting.

G. Dual classes of stock

We are opposed to dual class capitalization structures that provide disparate voting rights to different groups of shareholders with similar economic investments. We will oppose the creation of separate classes with different voting rights and will support the dissolution of such classes.

V. Environmental and Social Proposals

Proposals in this category, initiated primarily by shareholders, typically request that a company enhance its disclosure or amend certain business practices. The funds will evaluate these proposals in the context of our view that a company’s board has ultimate responsibility for providing effective ongoing oversight of relevant sector- and company-specific risks, including those related to environmental and social matters. The funds will evaluate each proposal on its merits and support those where we believe there is a logically demonstrable linkage between the specific proposal and long-term shareholder value of the company. Some of the factors considered when evaluating these proposals include the materiality of the issue, the quality of the current disclosures/business practices, and any progress by the company toward the adoption of best practices and/or industry norms.

VI. Voting in Markets Outside the United States

Corporate governance standards, disclosure requirements, and voting mechanics vary greatly among the markets outside the United States in which the funds may invest. Each fund’s votes will be used, where applicable, to advocate for improvements in governance and disclosure by each fund’s portfolio companies. We will evaluate issues presented to shareholders for each fund’s foreign holdings in the context with the guidelines described above, as well as local market standards and best practices. The funds will cast their votes in a manner believed to be philosophically consistent with these guidelines, while taking into account differing practices by market. In addition, there may be instances in which the funds elect not to vote, as described below.

Many other markets require that securities be “blocked” or reregistered to vote at a company’s meeting. Absent an issue of compelling economic importance, we will generally not subject the fund to the loss of liquidity imposed by these requirements.

The costs of voting (e.g., custodian fees, vote agency fees) in other markets may be substantially higher than for U.S. holdings. As such, the fund may limit its voting on foreign holdings in instances in which the issues presented are unlikely to have a material impact on shareholder value.

VII. Voting Shares of a Company That Has an Ownership Limitation

Certain companies have provisions in their governing documents that restrict stock ownership in excess of a specified limit. Typically, these ownership restrictions are included in the governing documents of real estate investment trusts, but may be included in other companies’ governing documents.

A company’s governing documents normally allow the company to grant a waiver of these ownership limits, which would allow a fund (or all Vanguard-advised funds) to exceed the stated ownership limit. Sometimes a company will grant a waiver without restriction. From time to time, a company may grant a waiver only if a fund (or funds) agrees to not vote the company’s shares in excess of the normal specified limit. In such a circumstance, a fund may refrain from voting shares if owning the shares beyond the company’s specified limit is in the best interests of the fund and its shareholders.

In addition, applicable law may require prior regulatory approval to permit ownership of certain regulated issuer’s voting securities above certain limits or may impose other restrictions on owners of more than a certain percentage of a regulated issuer’s voting shares. The Board has authorized the funds to vote shares above these limits in the same proportion as votes cast by the issuer’s entire shareholder base (i.e., mirror vote) or to refrain from voting excess shares if mirror voting is not practicable.

B-54


 

VIII. Voting on a Fund’s Holdings of Other Vanguard Funds

Certain Vanguard funds (owner funds) may, from time to time, own shares of other Vanguard funds (underlying funds). If an underlying fund submits a matter to a vote of its shareholders, votes for and against such matters on behalf of the owner funds will be cast in the same proportion as the votes of the other shareholders in the underlying fund.

IX. Investment Stewardship Team

The Board has delegated the day-to-day operation of the funds’ proxy voting process to the Investment Stewardship Team, which the Committee oversees. Although most votes will be determined, subject to the individual circumstances of each fund, by reference to the guidelines as separately adopted by each of the funds, there may be circumstances when Investment Stewardship will refer proxy issues to the Committee for consideration. In addition, at any time, the Board has the authority to vote proxies, when, at the Board’s or the Committee’s discretion, such action is warranted.

The Investment Stewardship Team performs the following functions: (1) managing and conducting due diligence of proxy voting vendors; (2) reconciling share positions; (3) analyzing proxy proposals using factors described in the guidelines; (4) determining and addressing potential or actual conflicts of interest that may be presented by a particular proxy; and (5) voting proxies. The Investment Stewardship Team also prepares periodic and special reports to the Board, and any proposed amendments to the procedures and guidelines.

X. Investment Stewardship Oversight Committee

The Board, including a majority of the independent trustees, appoints the members of the Committee who are senior officers of Vanguard.

The Committee does not include anyone whose primary duties include external client relationship management or sales. This clear separation between the proxy voting and client relationship functions is intended to eliminate any potential conflict of interest in the proxy voting process. In the unlikely event that a member of the Committee believes he or she might have a conflict of interest regarding a proxy vote, that member must recuse himself or herself from the committee meeting at which the matter is addressed, and not participate in the voting decision.

The Committee works with the Investment Stewardship Team to provide reports and other guidance to the Board regarding proxy voting by the funds. The Committee has an obligation to conduct its meetings and exercise its decision-making authority subject to the fiduciary standards of good faith, fairness, and Vanguard’s Code of Ethics. The Committee shall authorize proxy votes that the Committee determines, at its sole discretion, to be in the best interests of each fund’s shareholders. In determining how to apply the guidelines to a particular factual situation, the Committee may not take into account any interest that would conflict with the interest of fund shareholders in maximizing the value of their investments.

The Board may review these procedures and guidelines and modify them from time to time.

To obtain a free copy of a report that details how the funds voted the proxies relating to the portfolio securities held by the funds for the prior 12-month period ended June 30, log on to vanguard.com or visit the SEC’s website at www.sec.gov.

FINANCIAL STATEMENTS

Each Fund’s Financial Statements for the fiscal year ended October 31, 2018, appearing in the Funds‘ 2018 Annual Reports to Shareholders, and the reports thereon of PricewaterhouseCoopers LLP, an independent registered public accounting firm, also appearing therein, are incorporated by reference into this Statement of Additional Information. For a more complete discussion of each Fund’s performance, please see the Funds‘ Annual and Semiannual Reports to Shareholders, which may be obtained without charge.

B-55


 

SAI 022 022019

B-56


PART C

VANGUARD WINDSOR FUNDS

OTHER INFORMATION

Item 28. Exhibits

(a)      Articles of Incorporation, Amended and Restated Agreement and Declaration of Trust, filed with Post-Effective Amendment No. 111 dated February 27, 2009, are hereby incorporated by reference.
(b)      By-Laws, Amended and Restated By-Laws, filed with Post Effective Amendment No. 133 dated February 26, 2018, are hereby incorporated by reference.
(c)      Instruments Defining Rights of Security Holders, reference is made to Articles III and V of the Registrant’s Amended and Restated Agreement and Declaration of Trust, refer to Exhibit (a) above.
(d)      Investment Advisory Contracts, for Wellington Management Company LLP, filed with Post- Effective Amendment No. 110 dated February 27, 2008; for Hotchkis and Wiley Capital Management, LLC, filed with Post-Effective Amendment No. 112 on December 21, 2009; for Sanders Capital, LLC, filed with Post-Effective Amendment No. 114 dated February 25, 2010; for Barrow, Hanley, Mewhinney & Strauss, LLC and for Lazard Asset Management LLC, filed with Post-Effective Amendment No. 117 dated February 27, 2012; and for Pzena Investment Management, LLC, filed with Post-Effective Amendment No. 124 dated February 26, 2014, are hereby incorporated by reference. The Vanguard Group, Inc., provides investment advisory services to Vanguard Windsor II Fund pursuant to the Fifth Amended and Restated Funds’ Service Agreement, refer to (h) below.
(e)      Underwriting Contracts, not applicable
(f)      Bonus or Profit Sharing Contracts, reference is made to the section entitled “Management of the Funds” in Part B of this Registration Statement.
(g)      Custodian Agreements, for State Street Bank and Trust Company, is filed herewith.
(h)      Other Material Contracts, Fifth Amended and Restated Funds’ Service Agreement, filed with Post Effective Amendment No. 133 dated February 26, 2018, are hereby incorporated by reference.
(i)      Legal Opinion, not applicable.
(j)      Other Opinions, Consent of Independent Registered Public Accounting Firm, is filed herewith.
(k)      Omitted Financial Statements, not applicable.
(l)      Initial Capital Agreements, not applicable.
(m)      Rule 12b-1 Plan, not applicable.
(n)      Rule 18f-3 Plan, is filed herewith.
(o)      Reserved.
(p)      Codes of Ethics, for Barrow, Hanley, Mewhinney & Strauss, LLC, Pzena Investment Management, LLC, The Vanguard Group, Inc., Lazard Asset Management LLC, Sanders Capital, LLC, and for Hotchkis and Wiley Capital Management, LLC, are filed herewith. For Wellington Management Company LLP, filed with Post Effective Amendment No. 133 dated February 26, 2018, are hereby incorporated by reference.

Item 29. Persons Controlled by or under Common Control with Registrant

None.


 

Item 30. Indemnification

The Registrant’s organizational documents contain provisions indemnifying Trustees and officers against liability incurred in their official capacities. Article VII, Section 2 of the Amended and Restated Agreement and Declaration of Trust provides that the Registrant may indemnify and hold harmless each and every Trustee and officer from and against any and all claims, demands, costs, losses, expenses, and damages whatsoever arising out of or related to the performance of his or her duties as a Trustee or officer. Article VI of the By-Laws generally provides that the Registrant shall indemnify its Trustees and officers from any liability arising out of their past or present service in that capacity. Among other things, this provision excludes any liability arising by reason of willful misfeasance, bad faith, gross negligence, or the reckless disregard of the duties involved in the conduct of the Trustee’s or officer’s office with the Registrant.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the Securities Act) may be permitted for directors, officers, or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 31. Business and Other Connections of Investment Advisers

Barrow, Hanley, Mewhinney & Strauss, LLC (Barrow, Hanley) is an investment adviser registered under the Investment Advisers Act of 1940 (the Advisers Act). The list required by this Item 31 of officers and directors of Barrow, Hanley, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated herein by reference from Form ADV filed by Barrow, Hanley pursuant to the Advisers Act (SEC File No. 801-31237).

Hotchkis and Wiley Capital Management, LLC (Hotchkis and Wiley) is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and directors of Hotchkis and Wiley, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated herein by reference from Form ADV filed by Hotchkis and Wiley pursuant to the Advisers Act (SEC File No. 801-60512).

Wellington Management Company LLP (Wellington Management) is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and partners of Wellington Management, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and partners during the past two years, is incorporated herein by reference from Form ADV filed by Wellington Management pursuant to the Advisers Act (SEC File No. 801-15908).

The Vanguard Group, Inc. (Vanguard) is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and directors of Vanguard, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated herein by reference from Form ADV filed by Vanguard pursuant to the Advisers Act (SEC File No. 801-11953).

Lazard Asset Management LLC (Lazard) is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and directors of Lazard Asset Management, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated herein by reference from Form ADV filed by Lazard pursuant to the Advisers Act (SEC File No. 801-61701).

Sanders Capital, LLC (Sanders) is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and members of Sanders, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and members during the past two years, is incorporated herein by reference from Form ADV filed by Sanders pursuant to the Advisers Act (SEC File No. 801-70661).

Pzena Investment Management, LLC (Pzena) is an investment adviser registerd under the Advisers Act. The list required by this Item 31 of officers and directors of Pzena, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and directors during the past two years, is hereby incorporated by reference from Form ADV filed by Pzena pursuant to the Advisers Act (SEC File No. 801-50838).


 

Item 32. Principal Underwriters

(a)Vanguard Marketing Corporation, a wholly owned subsidiary of The Vanguard Group, Inc., is the principal underwriter of each fund within the Vanguard group of investment companies, a family of over 200 funds.

(b)The principal business address of each named director and officer of Vanguard Marketing Corporation is 100 Vanguard Boulevard, Malvern, PA 19355.

Name Positions and Office with Underwriter Positions and Office with Funds
Karin A.Risi Director and Chairman and Principal and Chief Executive None
  Officer Designee  
Scott A. Conking Director and Principal None
Kevin Justice Director and Principal None
Christopher D. McIsaac Director and Principal None
Thomas M. Rampulla Director and Principal None
Michael Rollings Director and Principal Finance Director
John E. Schadl Director and Principal and General Counsel None
Mortimer J. Buckley President Chairman of the Board of Trustees, Chief
    Executive Officer, and President
Brian Dvorak Assistant Vice President Chief Compliance Officer
Caroline Cosby Secretary None
Beth Morales Singh Assistant Secretary None
Aisling Murphy Chief Compliance Officer None
John T. Marcante Chief Information Officer None
Alonzo Ellis Chief Information Security Officer None
Salvatore L. Pantalone Financial and Operations Principal and Treasurer None
Amy M. Laursen Financial and Operations Principal None
Danielle Corey Annuity and Insurance Officer None
Jeff Seglem Annuity and Insurance Officer None
Matthew Benchener Principal None
John Bendl Principal None
Saundra K. Cusumano Principal None
James M. Delaplane Jr. Principal None
Kathleen A. Graham-Kelly Principal None
Andrew Kadjeski Principal None
Martha G. King Principal None
Mike Lucci Principal None
Alba E. Martinez Principal None
Brian McCarthy Principal None
James M. Norris Principal None
David Petty Principal None
Frank Satterthwaite Principal None

 


 

(c)Not Applicable.

Item 33. Location of Accounts and Records

The books, accounts, and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, and the rules promulgated thereunder will be maintained at the offices of the Registrant, 100 Vanguard Boulevard, Malvern, PA 19355; the Registrant’s Transfer Agent, The Vanguard Group, Inc., 100 Vanguard Boulevard, Malvern, PA 19355; the Registrant’s Custodian, State Street Bank and Trust Company, One Lincoln Street, Boston, MA 02111; and the Registrant’s investment advisors at their respective locations identified in Part B of this Registration Statement.

Item 34. Management Services

Other than as set forth in the section entitled “Management of the Funds” in Part B of this Registration Statement, the Registrant is not a party to any management-related service contract.

Item 35. Undertakings

Not applicable.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant hereby certifies that it meets all requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Valley Forge and the Commonwealth of Pennsylvania, on the 26th day of February, 2019.

VANGUARD WINDSOR FUNDS

BY:____________/s/ Mortimer J. Buckley*____

Mortimer J. Buckley
Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated:

Signature Title Date
 
/S/ MORTIMER J. BUCKLEY* Chairman and Chief Executive Officer February 26, 2019
Mortimer J. Buckley    
/S/ EMERSON U. FULLWOOD* Trustee February 26, 2019
Emerson U. Fullwood    
/S/ AMY GUTMANN* Trustee February 26, 2019
Amy Gutmann    
/S/ F. JOSEPH LOUGHREY* Trustee February 26, 2019
F. Joseph Loughrey    
/S/ MARK LOUGHRIDGE* Trustee February 26, 2019
Mark Loughridge    
/S/ SCOTT C. MALPASS* Trustee February 26, 2019
Scott C. Malpass    
/S/ DEANNA MULLIGAN* Trustee February 26, 2019
Deanna Mulligan    
/S/ ANDRÉ F. PEROLD* Trustee February 26, 2019
André F. Perold    
/S/ SARAH BLOOM RASKIN* Trustee February 26, 2019
Sarah Bloom Raskin    
/S/ PETER F. VOLANAKIS* Trustee February 26, 2019
Peter F. Volanakis    
/S/ THOMAS J. HIGGINS* Chief Financial Officer February 26, 2019
Thomas J. Higgins    

 

*By: /s/ Anne E. Robinson

Anne E. Robinson, pursuant to a Power of Attorney filed on January 18, 2018, see file Number 33-32216, Incorporated by Reference.


 

INDEX TO EXHIBITS  
 
Custodian Agreement, State Street Bank and Trust Company Ex-99.G
Other Opinions, Consent of Independent Registered Public Accounting Firm Ex-99.J
Rule 18f-3 Plan. Ex-99.N
Codes of Ethics, Barrow Hanley Mewhinney and Strauss, LLC Ex-99.P
Codes of Ethics, Hotchkis and Wiley Capital Management, LLC Ex-99.P
Codes of Ethics, Lazard Asset Management, LLC Ex-99.P
Codes of Ethics, Pzena Investment Management, LLC Ex-99.P
Codes of Ethics, Sanders Capital, LLC Ex-99.P
Codes of Ethics, The Vanguard Group, Inc Ex-99.P

 


AMENDED AND RESTATED MASTER CUSTODIAN AGREEMENT

     This Agreement is made as of September 15, 2017 by and among each management investment company identified on Appendix A hereto (each such management investment company made subject to this Agreement in accordance with Section 19.5 below, shall hereinafter be referred to as the “Fund”), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (the “Custodian”). Each Fund and the Custodian agree that this Agreement merges, integrates and supersedes all prior agreements, side letters and understandings between the parties with respect to the matters contained herein; provided, however, that the continuation of any other agreements that may reference the Master Custodian Agreement between the Custodian and the Fund dated prior to the date hereof (“Prior Agreement”) is not intended to be affected by the fact of this amendment and restatement of the Master Custodian Agreement, and reference in such other agreements to a Prior Agreement shall be considered to be a reference to this Agreement effective as of the date of this Agreement (provided that matters relating to the time period prior to the date of this Agreement are governed by the terms of the Prior Agreement).

WITNESSETH:

     WHEREAS, each Fund is authorized to issue shares of common stock or shares of beneficial interest in separate series (“Shares”), with each such series representing interests in a separate portfolio of securities and other assets;

     WHEREAS, each Fund so authorized intends that this Agreement be applicable to each of its series set forth on Appendix A hereto (such series together with all other series subsequently established by the Fund and made subject to this Agreement in accordance with Section 19.6 below, shall hereinafter be referred to as the “Portfolio(s)”).

     WHEREAS, each Fund not so authorized intends that this Agreement be applicable to it and all references hereinafter to one or more “Portfolio(s)” shall be deemed to refer to such Fund(s); and

     NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto intending to be legally bound hereby agree as follows:

SECTION 1. EMPLOYMENT OF CUSTODIAN AND PROPERTY TO BE HELD BY IT

Each Fund hereby employs the Custodian as a custodian of assets of the Portfolios, including securities which the Fund, on behalf of the applicable Portfolio, desires to be held in places within the United States (“domestic securities”) and securities which the Fund, on behalf of the applicable Portfolio desires to be held outside the United States (“foreign securities”). Each Fund, on behalf of its Portfolio(s), agrees to deliver to the Custodian all securities, other financial assets and cash of the Portfolios, and all payments of income, payments of principal or capital distributions received by it with respect to all securities or other financial assets owned by the Portfolio(s) from time to time, and the cash consideration received by it for such Shares as may be issued or sold from time to time. The Custodian shall not be responsible for any property of a Portfolio which is not received by it or which is delivered out in accordance with Proper Instructions (as such term is defined in Section 8 hereof) including, without limitation, Portfolio property (i) held by brokers, private bankers or other entities on behalf of the Portfolio (each a “Local Agent”), (ii) held by Special Sub-Custodians (as such term is defined in Section 6 hereof), (iii) held by entities which have advanced monies to or on behalf of the Portfolio and which have received Portfolio property as security for such advance(s) (each a “Pledgee”), or (iv) delivered or otherwise removed from the custody of the Custodian (a) in connection with any Free Trade (as such term is defined in Sections 2.2(14) and 2.6(7) hereof) or (b) pursuant to Special Instructions (as such term is defined in Section 8 hereof). With


 

respect to uncertificated shares (the “Underlying Shares”) of (i) registered “investment companies” (as defined in Section 3(a)(1) of the Investment Company Act of 1940, as amended from time to time (the “1940 Act”)), whether in the same “group of investment companies” (as defined in Section 12(d)(1)(G)(ii) of the 1940 Act) or otherwise, including pursuant to Section 12(d)(1)(F) of the 1940 Act or (ii) investment companies or other pooled investment vehicles that are not registered pursuant to the 1940 Act (the entities listed in clauses (i) and (ii) being hereinafter sometimes referred to as the “Underlying Portfolios”) the holding of confirmation statements that identify the shares as being recorded in the Custodian’s name on behalf of the Portfolios will be deemed custody for purposes hereof.

Upon receipt of Proper Instructions, the Custodian shall from time to time employ one or more sub-custodians located in the United States for a Fund on behalf of the applicable Portfolio(s. The Custodian may place and maintain each Fund’s foreign securities with foreign banking institution sub-custodians employed by the Custodian and/or foreign securities depositories, all as designated in Schedules A and B hereto, but only in accordance with the applicable provisions of Sections 3 and 4 hereof.

SECTION 2.

DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE PORTFOLIOS TO BE HELD IN THE UNITED STATES

 

     SECTION 2.1 HOLDING SECURITIES. The Custodian shall hold and physically segregate for the account of each Portfolio all non-cash property, to be held by it in the United States, including all domestic securities owned by such Portfolio other than (a) securities which are maintained pursuant to Section 2.8 in a clearing agency which acts as a securities depository or in a book-entry system authorized by the U.S. Department of the Treasury (each, a “U.S. Securities System”) and (b) Underlying Shares owned by each Fund which are maintained pursuant to Section 2.10 hereof in an account with State Street Bank and Trust Company or such other entity which may from time to time act as a transfer agent for the Underlying Portfolios and with respect to which the Custodian is provided with Proper Instructions (the “Underlying Transfer Agent”). Except as precluded by Section 8-501(d) of the Uniform Commercial Code (“UCC”), the Custodian shall hold all securities and other financial assets, other than cash, of a Portfolio that are delivered to it in a “securities account” with the Custodian for and in the name of such Portfolio and shall treat all such assets other than cash as “financial assets” as those terms are used in the UCC. The Custodian shall identify on its books and records as belonging to a Portfolio the securities and other financial assets, constituting Portfolio assets held by (a) the Custodian, its delegates and sub-custodians, (b) a U.S. Securities System, or (c) an Underlying Transfer Agent in accordance with Section 2.10. To the extent that the Custodian or any of its sub-custodians holds securities constituting the Portfolio’s assets in an omnibus account that is identified as belonging to the Custodian for the benefit of its customers, the records of the Custodian shall identify which of such securities constitute a Portfolio’s assets.

     SECTION 2.2 DELIVERY OF SECURITIES. The Custodian shall release and deliver domestic securities and other financial assets owned by a Portfolio held by the Custodian, in a U.S. Securities System account of the Custodian or in an account at the Underlying Transfer Agent, only upon receipt of Proper Instructions on behalf of the applicable Portfolio, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases:

1)      Upon sale of such securities for the account of the Portfolio in accordance with customary or established market practices and procedures, including, without limitation, delivery to the purchaser thereof or to a dealer therefor (or an agent of such purchaser or dealer) against expectation of receiving later payment;
2)      Upon the receipt of payment in connection with any repurchase agreement related to such securities entered into by the Portfolio;

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3) In the case of a sale effected through a U.S. Securities System, in accordance with the provisions of Section 2.8 hereof;

4) To the depository agent in connection with tender or other similar offers for securities of the Portfolio;

5) To the issuer thereof or its agent when such securities are called, redeemed, retired or otherwise become payable; provided that, in any such case, the cash or other consideration is to be delivered to the Custodian;

6) To the issuer thereof, or its agent, for transfer into the name of the Portfolio or into the name of any nominee or nominees of the Custodian or into the name or nominee name of any agent appointed pursuant to Section 2.7 or into the name or nominee name of any sub-custodian appointed pursuant to Section 1; or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units; provided that, in any such case, the new securities are to be delivered to the Custodian;

7) Upon the sale of such securities for the account of the Portfolio, to the broker or its clearing agent, against a receipt, for examination in accordance with “street delivery” custom; provided that in any such case, the Custodian shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may arise from the Custodian’s own negligence or willful misconduct;

8) For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian;

9) In the case of warrants, rights or similar securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian;

10) For delivery in connection with any loans of securities made by the Portfolio (a) against receipt of collateral as agreed from time to time by the Fund on behalf of the Portfolio, except that in connection with any loans for which collateral is to be credited to the Custodian’s account in the book-entry system authorized by the U.S. Department of the Treasury, the Custodian will not be held liable or responsible for the delivery of securities owned by the Portfolio prior to the receipt of such collateral or (b) to the lending agent, or the lending agent’s custodian, in accordance with written Proper Instructions (which need not provide for the receipt by the Custodian of collateral therefor) agreed upon from time to time by the Custodian and the Fund;

11) For delivery as security in connection with any borrowing by a Fund on behalf of a Portfolio requiring a pledge of assets by the Fund on behalf of such Portfolio;

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12) For delivery in accordance with the provisions of any agreement among the Fund on behalf of the Portfolio, the Custodian and a broker-dealer registered under the Securities Exchange Act of 1934 (the “Exchange Act”) and a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange, or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Fund on behalf of a Portfolio;

13) For delivery in accordance with the provisions of any agreement among a Fund on behalf of the Portfolio, the Custodian, and a futures commission merchant registered under the Commodity Exchange Act, relating to compliance with the rules of the Commodity Futures Trading Commission (the “CFTC”) and/or any contract market, or any similar organization or organizations, regarding account deposits in connection with transactions by the Fund on behalf of a Portfolio;

14) Upon the sale or other delivery of such investments (including, without limitation, to one or more (a) Special Sub-Custodians or (b) additional custodians appointed by the Fund, and communicated to the Custodian from time to time via a writing duly executed by an authorized officer of the Fund, for the purpose of engaging in repurchase agreement transactions(s), each a “Repo Custodian”), and prior to receipt of payment therefor, as set forth in written Proper Instructions (such delivery in advance of payment, along with payment in advance of delivery made in accordance with Section 2.6(7), as applicable, shall each be referred to herein as a “Free Trade”), provided that such Proper Instructions shall set forth (a) the securities of the Portfolio to be delivered and (b) the person(s) to whom delivery of such securities shall be made;

15) Upon receipt of instructions from the Fund’s transfer agent (the “Transfer Agent”) for delivery to such Transfer Agent or to the holders of Shares in connection with distributions in kind, as may be described from time to time in the currently effective prospectus and statement of additional information of the Fund related to the Portfolio (the “Prospectus”), in satisfaction of requests by holders of Shares for repurchase or redemption;

16) In the case of a sale processed through the Underlying Transfer Agent of Underlying Shares, in accordance with Section 2.10 hereof;

17) For delivery as initial or variation margin in connection with futures or options on futures contracts entered into by the Fund on behalf of the Portfolio; and

18) For any other purpose, but only upon receipt of Proper Instructions from the Fund on behalf of the applicable Portfolio specifying (a) the securities of the Portfolio to be delivered and (b) the person or persons to whom delivery of such securities shall be made.

     SECTION 2.3 REGISTRATION OF SECURITIES. Domestic securities or other financial assets held by the Custodian (other than bearer securities) shall be registered in the name of the Portfolio or in the name of any nominee of a Fund on behalf of the Portfolio or of any nominee of the Custodian which nominee shall be assigned exclusively to the Portfolio, unless the Fund has authorized in writing the appointment of a nominee to be used in common with other registered management investment companies having the same investment adviser as the Portfolio, or in the name or nominee name of any agent appointed pursuant to Section 2.7 or in the name or nominee name of any sub-custodian appointed pursuant to Section 1. All securities accepted by the Custodian on behalf of the Portfolio under the terms of this Agreement shall be

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in “street name” or other good delivery form. If, however, a Fund directs the Custodian to maintain securities in “street name”, the Custodian shall utilize its best efforts to timely collect income due the Fund on such securities and shall utilize its best efforts to timely notify the Fund of relevant corporate actions including, without limitation, pendency of calls, maturities, tender or exchange offers.

     SECTION 2.4 BANK ACCOUNTS. The Custodian shall open and maintain a separate bank account or accounts in the United States in the name of each Portfolio of each Fund, subject only to draft or order by the Custodian acting pursuant to the terms of this Agreement, and shall hold in such account or accounts, subject to the provisions hereof, all cash received by it from or for the account of the Portfolio, other than cash maintained by the Portfolio in a bank account established and used in accordance with Rule 17f-3 under the 1940 Act. Funds held by the Custodian for a Portfolio may be deposited by it to its credit as Custodian in the banking department of the Custodian or in such other banks or trust companies as it may in its discretion deem necessary or desirable; provided, however, that every such bank or trust company shall be qualified to act as a custodian under the 1940 Act and that each such bank or trust company and the funds to be deposited with each such bank or trust company shall on behalf of each applicable Portfolio be approved by vote of a majority of the Board of Trustees or the Board of Directors of the Fund (as appropriate, and in each case, the “Board”). Such funds shall be deposited by the Custodian in its capacity as Custodian and shall be withdrawable by the Custodian only in that capacity.

     SECTION 2.5 COLLECTION OF INCOME. Except with respect to Portfolio property released and delivered pursuant to Section 2.2(14) or purchased pursuant to Section 2.6(7), and subject to the provisions of Section 2.3, the Custodian shall collect on a timely basis all income and other payments with respect to registered domestic securities and other financial assets held hereunder to which each Portfolio shall be entitled either by law or pursuant to custom in the securities business, and shall collect on a timely basis all income and other payments with respect to bearer domestic securities if, on the date of payment by the issuer, such securities are held by the Custodian or its agent. Without limiting the generality of the foregoing, the Custodian shall detach and present for payment all coupons and other income items requiring presentation as and when they become due and shall collect interest when due on securities held hereunder. The Custodian shall credit income to the Portfolio as such income is received or in accordance with the Custodian’s then current payable date income schedule. The Custodian may reverse any income credited by the Custodian to a Portfolio after the Custodian reasonably determines that actual payment of income will not occur in due course, and the Custodian may charge the Portfolio a rate agreed upon by the parties for the amount of unpaid income credited to the Portfolio. Income due each Portfolio on securities loaned pursuant to the provisions of Section 2.2 (10) shall be the responsibility of the applicable Fund. The Custodian will have no duty or responsibility in connection therewith, other than to provide the Fund with such information or data as may be necessary to assist the Fund in arranging for the timely delivery to the Custodian of the income to which the Portfolio is properly entitled.

     The Custodian shall notify a Fund, at the frequency agreed upon by the parties, in writing by facsimile transmission, electronic communication, or in such other manner as the Fund and the Custodian may agree in writing, if any amount payable with respect to portfolio securities or other assets of the Portfolios of a Fund is not received by the Custodian when due. In the event that extraordinary measures are required to collect such income, the Fund and the Custodian shall consult as to such measures and agree upon any compensation and expenses payable to the Custodian as a result of taking such measures. The Custodian shall not be responsible for the collection of amounts due and payable with respect to portfolio securities or other assets that are in default.

     SECTION 2.6 PAYMENT OF FUND MONIES. The Custodian shall pay out monies of a Portfolio as provided in Section 5 and otherwise upon receipt of Proper Instructions on behalf of the applicable

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Portfolio, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out monies of a Portfolio in the following cases only:

1) Upon the purchase of domestic securities, options, futures contracts or options on futures contracts for the account of the Portfolio but only (a) in accordance with customary or established market practices and procedures, including, without limitation, delivering money to the seller thereof or to a dealer therefor (or an agent for such seller or dealer) against expectation of receiving later delivery of such securities or evidence of title to such options, futures contracts or options on futures contracts to the Custodian (or any bank, banking firm or trust company doing business in the United States or abroad which is qualified under the 1940 Act to act as a custodian and has been designated by the Custodian as its agent for this purpose) registered in the name of the Portfolio or in the name of a nominee of the Custodian referred to in Section 2.3 hereof or in proper form for transfer; (b) in the case of a purchase effected through a U.S. Securities System, in accordance with the conditions set forth in Section 2.8 hereof; (c) in the case of a purchase of Underlying Shares, in accordance with the conditions set forth in Section 2.10 hereof; (d) in the case of repurchase agreements entered into between the applicable Fund on behalf of a Portfolio and the Custodian, or another bank, or a broker-dealer which is a member of FINRA, (i) against delivery of the securities either in certificate form or through an entry crediting the Custodian’s account at the Federal Reserve Bank with such securities or (ii) against delivery of the receipt evidencing purchase by the Portfolio of securities owned by the Custodian along with written evidence of the agreement by the Custodian to repurchase such securities from the Portfolio; or (e) for transfer to a time deposit account of the Fund in any bank, whether domestic or foreign; such transfer may be effected prior to receipt of a confirmation from a broker and/or the applicable bank pursuant to Proper Instructions from the Fund as defined herein;

2) In connection with conversion, exchange or surrender of securities owned by the Portfolio as set forth in Section 2.2 hereof;

3) For the redemption or repurchase of Shares issued as set forth in Section 7 hereof;

4) For the payment of any expense or liability incurred by the Portfolio, including but not limited to the following payments for the account of the Portfolio: interest, taxes, management, accounting, transfer agent and legal fees, and operating expenses of the Fund whether or not such expenses are to be in whole or in part capitalized or treated as deferred expenses;

5) For the payment of any dividends on Shares declared pursuant to the Fund’s articles of incorporation or organization and by-laws or agreement or declaration of trust, as applicable, and Prospectus and Statement of Additional Information (collectively, “Governing Documents”);

6) For payment of the amount of dividends received in respect of securities sold short;

7) Upon the purchase of domestic investments including, without limitation, repurchase agreement transactions involving delivery of Portfolio monies to Repo Custodian(s), and prior to receipt of such investments, as set forth in written Proper Instructions (such payment in advance of delivery, along with delivery in advance of payment made in accordance with Section 2.2(14), as applicable, shall each be referred to herein as a “Free

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  Trade”), provided that such Proper Instructions shall also set forth (a) the amount of such payment and (b) the person(s) to whom such payment is made;
8)      For payment as initial or variation margin in connection with futures or options on futures contracts entered into by the Fund on behalf of the Portfolio; and
9)      For any other purpose, but only upon receipt of Proper Instructions from the Fund on behalf of the Portfolio specifying (a) the amount of such payment and (b) the person or persons to whom such payment is to be made.

     SECTION 2.7 APPOINTMENT OF AGENTS. The Custodian may at any time or times in its discretion appoint (and may at any time remove) agents to carry out such of the provisions of this Agreement as the Custodian may from time to time direct; provided, however, that the appointment of any agent shall not relieve the Custodian of any of its duties or obligations hereunder and the Custodian shall be fully responsible and liable for the actions and omissions of any agent (which shall not be deemed to be U.S. Securities Systems, Special Sub-Custodians, U.S. sub-custodians designated pursuant to the last paragraph of Section 1, or Foreign Sub-Custodians and sub-custodians and other agents of the Fund or Portfolio) appointed hereunder. The Underlying Transfer Agent shall not be deemed an agent or sub-custodian of the Custodian for purposes of this Section 2.7 or any other provision of this Agreement.

     SECTION 2.8 DEPOSIT OF FUND ASSETS IN U.S. SECURITIES SYSTEMS. The Custodian may deposit and/or maintain securities owned by a Portfolio in a U.S. Securities System in compliance with the conditions of Rule 17f-4 under the 1940 Act, as amended from time to time.

     SECTION 2.9 SEGREGATED ACCOUNT. The Custodian shall upon receipt of Proper Instructions on behalf of each applicable Portfolio, establish and maintain a segregated account or accounts for and on behalf of each such Portfolio, into which account or accounts may be transferred cash, in the case of a deposit account, or securities and other financial assets (other than cash), in the case of a securities account, of the Portfolio and collateral provided to the Portfolio by its counterparties, including securities maintained in an account by the Custodian pursuant to Section 2.8 hereof, (a) in accordance with the provisions of any agreement among the Fund on behalf of the Portfolio, the Custodian and a broker-dealer registered under the Exchange Act and a member of the FINRA, relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange, or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Portfolio, (b) in accordance with the provisions of any agreement among the Fund, on behalf of the Portfolio, the Custodian and any futures commission merchant (registered under the Commodity Exchange Act) relating to compliance with the rules of the CFTC or any registered contract market, or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Portfolio, (c) for purposes of segregating cash or government securities in connection with options purchased, sold or written by the Portfolio or commodity futures contract options thereon purchased or sold by the Portfolio, (d) for the purposes of compliance by the Portfolio with the procedures required by Investment Company Act Release No. 10666, or any subsequent release of the U.S. Securities and Exchange Commission (the “SEC”), or no-action letter of the staff of the SEC, relating to the maintenance of segregated accounts by registered management investment companies, and (e) for any other purpose in accordance with Proper Instructions. 

     SECTION 2.10 DEPOSIT OF FUND ASSETS WITH THE UNDERLYING TRANSFER AGENT. Underlying Shares beneficially owned by the Fund, on behalf of a Portfolio, shall be deposited and/or maintained in an account or accounts maintained with an Underlying Transfer Agent and the Custodian’s only responsibilities with respect thereto shall be limited to the following:

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1)      Upon receipt of a confirmation or statement from an Underlying Transfer Agent that such Underlying Transfer Agent is holding or maintaining Underlying Shares in the name of the Custodian (or a nominee of the Custodian) for the benefit of a Portfolio, the Custodian shall identify by book-entry that such Underlying Shares are being held by it as custodian for the benefit of such Portfolio.
2)      In respect of the purchase of Underlying Shares for the account of a Portfolio, upon receipt of Proper Instructions, the Custodian shall pay out monies of such Portfolio as so directed, and record such payment from the account of such Portfolio on the Custodian’s books and records.
3)      In respect of the sale or redemption of Underlying Shares for the account of a Portfolio, upon receipt of Proper Instructions, the Custodian shall transfer such Underlying Shares as so directed, record such transfer from the account of such Portfolio on the Custodian’s books and records and, upon the Custodian’s receipt of the proceeds therefor, record such payment for the account of such Portfolio on the Custodian’s books and records.

     The Custodian shall not be liable to the Fund for any loss or damage to the Fund or any Portfolio resulting from the maintenance of Underlying Shares with an Underlying Transfer Agent except to the extent the loss or damage results directly from the fraud, negligence or willful misconduct of the Custodian or any of its agents or of any of its or their employees.

     SECTION 2.11 OWNERSHIP CERTIFICATES FOR TAX PURPOSES. The Custodian shall execute ownership and other certificates and affidavits for all federal and state tax purposes in connection with receipt of income or other payments with respect to domestic securities of each Portfolio held by it and in connection with transfers of securities.

     SECTION 2.12 PROXIES. The Custodian shall deliver to a Fund all forms of proxies, all proxy solicitation materials, all notices of meetings, and any other notices or announcements affecting or relating to securities owned by one or more of a Fund’s Portfolios that are received by the Custodian, any sub-custodian, or any nominee of either of them (or with the exercise of reasonable care that the Custodian, any sub-custodian, or any nominee of either of them should have become aware), and, upon receipt of Proper Instructions, the Custodian shall execute and deliver, or cause such sub-custodian or nominee to execute and deliver, such proxies or other authorizations as may be required. Except as directed pursuant to Proper Instructions, neither the Custodian nor any sub-custodian or nominee shall vote upon any such securities, or execute any proxy to vote thereon, or give any consent or take any other action with respect thereto. In the event that the Custodian is unable to vote upon any such securities in accordance with Proper Instructions, the Custodian shall promptly notify (subject to market practices and rules) a Fund. Each Fund acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of the Fund to exercise shareholder rights.

     SECTION 2.13 COMMUNICATIONS. Subject to the domestic securities or other financial assets held in the United States being registered as provided in Section 2.3, the Custodian shall transmit promptly to a Fund for each Portfolio all written information received by the Custodian from issuers of the securities and other financial assets being held for the Portfolio, including among other things, maturities of domestic securities and notices of exercise of call and put options. The Custodian shall transmit promptly to the Fund all written information received by the Custodian from issuers of the securities and other financial assets whose tender or exchange is sought and from the party or its agent making the tender or exchange offer.

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The Custodian shall also transmit promptly to the Fund for each Portfolio all written information received by the Custodian regarding any class action or other collective litigation relating to Portfolio securities or other financial assets issued in the United States and then held, or previously held, during the relevant class-action period during the term of this Agreement by the Custodian for the account of the Fund for the Portfolio, including, but not limited to, opt-out notices and proof-of-claim forms. Unless otherwise agreed to by the parties, the Custodian’s services with respect to class actions do not extend beyond the timely forwarding of written information so received by the Custodian.

     SECTION 2.14 EXERCISE OF RIGHTS; TENDER OFFERS. Upon receipt of Proper Instructions, the Custodian shall: (a) deliver warrants, puts, calls, rights or similar securities to the issuer or trustee thereof, or to the agent of such issuer or trustee, for the purpose of exercise or sale, provided that the new securities, cash or other assets, if any, acquired as a result of such actions are to be delivered to the Custodian; and (b) deposit securities upon invitations for tenders thereof, provided that the consideration for such securities is to be paid or delivered to the Custodian, or the tendered securities are to be returned to the Custodian. Notwithstanding any provision of this Agreement to the contrary, the Custodian shall take all necessary action, unless otherwise directed to the contrary in Proper Instructions, to comply with the terms of all mandatory or compulsory exchanges, calls, tenders, redemptions, or similar rights of security ownership (“Mandatory Corporate Actions”), and shall promptly notify a Fund of such Mandatory Corporate Action in writing by facsimile transmission, electronic communication, or in such other manner as the Fund and the Custodian may agree in writing.

     In the event that Custodian is provided notice (in industry standard form) of (a) a proposed merger, recapitalization, reorganization, conversion, consolidation, subdivision, tender offer, takeover offer or other electable or voluntary corporate action or (b) a proposed issuance of securities or rights to participate in the issuance of securities, in each case by or with respect to the issuer of securities held by it for the account of a Portfolio (each a “Voluntary Corporate Action”), the Custodian shall provide written notice to the Fund or its designee promptly upon being provided such notice of the Voluntary Corporate Action. The notice provided by the Custodian shall include (i) a copy, or if a copy is not available, a synopsis of the offering materials provided to the Custodian by the issuer or its agent in connection with the Voluntary Corporate Action and (ii) the date on which the Custodian is required to take action to exercise rights or powers with respect to the Voluntary Corporate Action. Provided that the Custodian shall have delivered timely notice of the Voluntary Corporate Action to the Fund, the Custodian shall not be liable for any untimely exercise of any Voluntary Corporate Action or other right or power in connection with domestic securities or other property of the Portfolios at any time held by it unless (i) the Custodian is in actual possession of such securities or property and (ii) the Custodian receives Proper Instructions with regard to the exercise of any such right or power, and both (i) and (ii) occur at least two (2) business days prior to the date on which the Custodian is to take action to exercise such right or power. If the Fund provides the Custodian with such notification after such deadline, the Custodian shall use its reasonable best efforts to process such election.

     SECTION 2.15 SECURITIES LENDING. To the extent that a Fund engages in a securities lending program other than with the Custodian, the Fund and the Custodian will agree to procedures that will apply to such securities lending program.

SECTION 3. PROVISIONS RELATING TO RULES 17F-5 AND 17F-7
SECTION 3.1 DEFINITIONS. As used throughout this Agreement, the capitalized terms set forth

 

below shall have the indicated meanings:

Country Risk” means all factors reasonably related to the systemic risk of holding Foreign Assets in a particular country including, but not limited to, such country’s political environment, economic and

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financial infrastructure (including any Eligible Securities Depository operating in the country), nationalization, expropriation, currency restrictions, prevailing or developing custody and settlement practices, and laws and regulations applicable to the safekeeping and recovery of Foreign Assets held in custody in that country.

Eligible Foreign Custodian” has the meaning set forth in section (a)(1) of Rule 17f-5, including a majority-owned or indirect subsidiary of a U.S. Bank (as defined in Rule 17f-5), a bank holding company meeting the requirements of an Eligible Foreign Custodian (as set forth in Rule 17f-5 or by other appropriate action of the SEC), or a foreign branch of a Bank (as defined in Section 2(a)(5) of the 1940 Act) meeting the requirements of a custodian under Section 17(f) of the 1940 Act; the term does not include any Eligible Securities Depository.

Eligible Securities Depository” has the meaning set forth in section (b)(1) of Rule 17f-7.

Foreign Assets” means any of the Portfolios’ investments (including foreign currencies) for which the primary market is outside the United States and such cash and cash equivalents as are reasonably necessary to effect the Portfolios’ transactions in such investments.

Foreign Custody Manager” has the meaning set forth in section (a)(3) of Rule 17f-5.

Rule 17f-5” means Rule 17f-5 promulgated under the 1940 Act.

Rule 17f-7” means Rule 17f-7 promulgated under the 1940 Act.

SECTION 3.2 THE CUSTODIAN AS FOREIGN CUSTODY MANAGER.

     3.2.1 DELEGATION TO THE CUSTODIAN AS FOREIGN CUSTODY MANAGER. Each Fund, by resolution adopted by its Board, hereby delegates to the Custodian, subject to Section (b) of Rule 17f-5, the responsibilities set forth in this Section 3.2 with respect to Foreign Assets of the Portfolios held outside the United States, and the Custodian hereby accepts such delegation as Foreign Custody Manager with respect to the Portfolios.

     3.2.2 COUNTRIES COVERED. The Foreign Custody Manager shall be responsible for performing the delegated responsibilities defined below only with respect to the countries and custody arrangements for each such country listed on Schedule A to this Agreement, which list of countries may be amended from time to time by any Fund with the agreement of the Foreign Custody Manager. The Foreign Custody Manager shall list on Schedule A the Eligible Foreign Custodians selected by the Foreign Custody Manager to maintain the assets of the Portfolios, which list of Eligible Foreign Custodians may be amended from time to time in the sole discretion of the Foreign Custody Manager. The Foreign Custody Manager will provide amended versions of Schedule A in accordance with Section 3.2.5 hereof.

Upon the receipt by the Foreign Custody Manager of Proper Instructions to open an account or to place or maintain Foreign Assets in a country listed on Schedule A, and the fulfillment by each Fund, on behalf of the applicable Portfolio(s), of the applicable account opening requirements for such country, the Foreign Custody Manager shall be deemed to have been delegated by such Fund’s Board on behalf of such Portfolio(s) responsibility as Foreign Custody Manager with respect to that country and to have accepted such delegation. Execution of this Agreement by each Fund shall be deemed to be a Proper Instruction to open an account, or to place or maintain Foreign Assets, in each country listed on Schedule A. The Custodian will assist a Fund in satisfying the account opening requirements for a country as may be reasonably requested by the Fund. Following the receipt of Proper Instructions directing the Foreign

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Custody Manager to close the account of a Portfolio with the Eligible Foreign Custodian selected by the Foreign Custody Manager in a designated country, the delegation by the Board on behalf of such Portfolio to the Custodian as Foreign Custody Manager for that country shall be deemed to have been withdrawn, and such withdrawal shall be deemed to be effective, and the Custodian shall cease to be the Foreign Custody Manager with respect to such Portfolio with respect to that country as of the date that is ninety days (or such other period to which the parties may agree in writing) after receipt of any such Proper Instructions by the Foreign Custody Manager.

The Foreign Custody Manager may withdraw its acceptance of delegated responsibilities with respect to a designated country upon written notice to the Fund. Ninety days (or such longer period to which the parties agree in writing) after receipt of any such notice by the Fund, the Custodian shall have no further responsibility in its capacity as Foreign Custody Manager to the Fund with respect to the country as to which the Custodian’s acceptance of delegation is withdrawn.

3.2.3 SCOPE OF DELEGATED RESPONSIBILITIES:

     (a) SELECTION OF ELIGIBLE FOREIGN CUSTODIANS. Subject to the provisions of this Section 3.2, the Foreign Custody Manager may place and maintain the Foreign Assets in the care of the Eligible Foreign Custodian selected by the Foreign Custody Manager in each country listed on Schedule A, as amended from time to time. In performing its delegated responsibilities as Foreign Custody Manager to place or maintain Foreign Assets with an Eligible Foreign Custodian, the Foreign Custody Manager shall determine that the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Foreign Assets will be held by that Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation the factors specified in Rule 17f-5(c)(1).

     (b) CONTRACTS WITH ELIGIBLE FOREIGN CUSTODIANS. The Foreign Custody Manager shall determine that the contract governing the foreign custody arrangements with each Eligible Foreign Custodian selected by the Foreign Custody Manager will satisfy the requirements of Rule 17f-5(c)(2).

     (c) MONITORING. In each case in which the Foreign Custody Manager maintains Foreign Assets with an Eligible Foreign Custodian selected by the Foreign Custody Manager, the Foreign Custody Manager shall establish a system to monitor (i) the appropriateness of maintaining the Foreign Assets with such Eligible Foreign Custodian and (ii) the contract governing the custody arrangements established by the Foreign Custody Manager with the Eligible Foreign Custodian. In the event the Foreign Custody Manager determines that the custody arrangements with an Eligible Foreign Custodian it has selected are no longer appropriate, the Foreign Custody Manager shall notify the Board in accordance with Section 3.2.5 hereunder.

     3.2.4 GUIDELINES FOR THE EXERCISE OF DELEGATED AUTHORITY. For purposes of this Section 3.2, the Board shall be deemed to have considered and determined to accept such Country Risk as is incurred by placing and maintaining the Foreign Assets in each country for which the Custodian is serving as Foreign Custody Manager of the Portfolios.

     3.2.5 REPORTING REQUIREMENTS. The Foreign Custody Manager shall report the withdrawal of the Foreign Assets from an Eligible Foreign Custodian and the placement of such Foreign Assets with another Eligible Foreign Custodian by providing to the Board an amended Schedule A at the end of the calendar quarter in which an amendment to such Schedule has occurred. The Foreign Custody Manager shall make written reports notifying the Board of any other material change in the foreign custody arrangements of the Portfolios described in this Section 3.2 after the occurrence of the material change. The

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Foreign Custody Manager will also provide the Fund with global market information bulletins on a timely basis.

     3.2.6 STANDARD OF CARE AS FOREIGN CUSTODY MANAGER OF A PORTFOLIO. In performing the responsibilities delegated to it, the Foreign Custody Manager agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of assets of management investment companies registered under the 1940 Act would exercise (unless a higher standard of care is required by Rule 17f-5). Notwithstanding the foregoing, the Custodian acting as Foreign Custody Manager of the Portfolio is subject to the standard of care set forth in Section 16 of this Agreement.

     3.2.7 REPRESENTATIONS WITH RESPECT TO RULE 17F-5. The Foreign Custody Manager represents to each Fund that it is a U.S. Bank as defined in section (a)(7) of Rule 17f-5. Each Fund represents to the Custodian that its Board has determined that it is reasonable for such Board to rely on the Custodian to perform the responsibilities delegated pursuant to this Agreement to the Custodian as the Foreign Custody Manager of the Portfolios.

     3.2.8 EFFECTIVE DATE AND TERMINATION OF THE CUSTODIAN AS FOREIGN CUSTODY MANAGER. Each Board’s delegation to the Custodian as Foreign Custody Manager of the Portfolios shall be effective as of the date hereof and shall remain in effect until terminated at any time, without penalty, by written notice from the terminating party to the non-terminating party. Termination will become effective ninety (90) days after receipt by the non-terminating party of such notice. The provisions of Section 3.2.2 hereof shall govern the delegation to and termination of the Custodian as Foreign Custody Manager of the Portfolios with respect to designated countries.

     3.2.9 CERTIFICATION REGARDING ELIGIBLE FOREIGN CUSTODIANS. Each report presented to a Fund’s Board by the Custodian pursuant to Section 3.2.5 above shall be accompanied by a certificate representing that (a) the Custodian has established a system to monitor the appropriateness of maintaining a Portfolio’s Foreign Assets with each Eligible Foreign Custodian pursuant to paragraph (c)(1) of Rule 17f-5 and to monitor the performance of each Eligible Foreign Custodian under the sub-custodian agreement between the Custodian and the Eligible Foreign Custodian, (b) the Custodian has monitored all Eligible Foreign Custodians and each Eligible Foreign Custodian continues to be an Eligible Foreign Custodian, (c) each Eligible Foreign Custodian continues to provide the standard of care set forth in Section 3.2.6 hereof, after considering all relevant factors, including without limitation, those factors set forth in paragraph (c)(1) of Rule 17f-5, (d) all foreign custody agreements between the Custodian and the Eligible Foreign Custodians continue to meet the requirements of paragraph (c)(2) of Rule 17f-5, (e) since the submission of the last report pursuant to Section 3.2.5 above, there have been no material adverse changes to the Custodian’s foreign custody network or arrangements other than those reported to the Board or other governing body or entity of the Fund, on behalf of itself or its applicable Portfolios, in the accompanying report or notified to the Fund through the Custodian’s Global Market Bulletins, distributed to designated officers of the Fund and available on the Custodian’s internet client portal, my.statestreet.com (which information shall be included in the accompanying report to the Board), and (f) the information included in the report is true, accurate and complete in all material respects.

SECTION 3.3

ELIGIBLE SECURITIES DEPOSITORIES.

     3.3.1 ANALYSIS AND MONITORING. The Custodian shall (a) provide the Fund (or its duly-authorized investment manager or investment adviser) with an analysis of the custody risks associated with maintaining assets with the Eligible Securities Depositories set forth on Schedule B hereto in accordance with section (a)(1)(i)(A) of Rule 17f-7, and (b) monitor such risks on a continuing basis, and

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promptly notify the Fund (or its duly-authorized investment manager or investment adviser) of any material change in such risks, in accordance with section (a)(1)(i)(B) of Rule 17f-7.

     3.3.2 STANDARD OF CARE. The Custodian agrees to exercise reasonable care, prudence and diligence in performing the duties set forth in Section 3.3.1 (unless a higher standard of care is required by Rule 17f-7). Notwithstanding the foregoing, the Custodian, in performing the duties set forth in Section 3.3.1, is subject to the standard of care set forth in Section 16 of this Agreement.

     SECTION 3.4 LOCAL REGULATORY MATTERS. The Custodian shall assist a Fund in complying with regulations and market practices of jurisdictions other than the United States of America applicable to a Fund’s Foreign Assets as the Fund may reasonably request from time to time. Such assistance may include, but not be limited to, soliciting information and guidance from depositories, exchanges and regulators; obtaining legal opinions at the expense of the relevant Fund but only after a Fund has been notified and agrees in writing to the amount of such expenses; acting as a Fund’s representative (if required by local law) in making filings; and providing such other assistance with respect to its Foreign Assets as a Fund may reasonably request. Based on what the Custodian considers to be reasonably reliable sources of information, including its Eligible Foreign Custodians, Custodian shall inform a Fund as to the Custodian’s understanding of a Fund’s rights, duties and obligations under regulations and market practices of jurisdictions other than the United States of America in connection with actions taken by a Fund or the Custodian, including, but not limited to, corporate actions involving a Fund’s securities.

SECTION 4. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE PORTFOLIOS TO BE HELD
  OUTSIDE THE UNITED STATES
 
SECTION 4.1 DEFINITIONS. As used throughout this Agreement, the capitalized terms set forth

 

below shall have the indicated meanings:

Foreign Securities System” means an Eligible Securities Depository listed on Schedule B hereto.

Foreign Sub-Custodian” means a foreign banking institution serving as an Eligible Foreign Custodian.

     SECTION 4.2 HOLDING SECURITIES. The Custodian shall identify on its books as belonging to the Portfolios the foreign securities and other financial assets held by each Foreign Sub-Custodian or Foreign Securities System. The Custodian may hold foreign securities and other financial assets for all of its customers, including the Portfolios, with any Foreign Sub-Custodian in an account that is identified as belonging to the Custodian for the benefit of its customers, provided however, that (i) the records of the Custodian with respect to foreign securities and other financial assets of the Portfolios which are maintained in such account shall identify those securities as belonging to the Portfolios and (ii), to the extent permitted and customary in the market in which the account is maintained, the Custodian shall require that securities so held by the Foreign Sub-Custodian be held separately from any assets of such Foreign Sub-Custodian or of other customers of such Foreign Sub-Custodian.

     SECTION 4.3 FOREIGN SECURITIES SYSTEMS. Foreign securities shall be maintained in a Foreign Securities System in a designated country through arrangements implemented by the Custodian or a Foreign Sub-Custodian, as applicable, in such country.

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SECTION 4.4 TRANSACTIONS IN FOREIGN CUSTODY ACCOUNT.

     4.4.1 DELIVERY OF FOREIGN ASSETS. The Custodian or a Foreign Sub-Custodian shall release and deliver foreign securities of the Portfolios held by the Custodian or such Foreign Sub-Custodian, or in a Foreign Securities System account, only upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases:

(i)      Upon the sale of such foreign securities for the Portfolio in accordance with commercially reasonable market practice in the country where such foreign securities are held or traded, including, without limitation: (A) delivery against expectation of receiving later payment; or (B) in the case of a sale effected through a Foreign Securities System, in accordance with the rules governing the operation of the Foreign Securities System;
(ii)      In connection with any repurchase agreement related to foreign securities;
(iii)      To the depository agent in connection with tender or other similar offers for foreign securities of the Portfolios;
(iv)      To the issuer thereof or its agent when such foreign securities are called, redeemed, retired or otherwise become payable;
(v)      To the issuer thereof, or its agent, for transfer into the name of the Custodian (or the name of the respective Foreign Sub-Custodian or of any nominee of the Custodian or such Foreign Sub-Custodian) or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units;
(vi)      To brokers, clearing banks or other clearing agents for examination or trade execution in accordance with market custom; provided that in any such case, the Foreign Sub-Custodian shall have no responsibility or liability for any loss arising from the delivery of such foreign securities prior to receiving payment for such foreign securities except as may arise from the Foreign Sub-Custodian’s own negligence or willful misconduct;
(vii)      For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement;
(viii)      In the case of warrants, rights or similar foreign securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities;
(ix)      For delivery as security in connection with any borrowing by a Fund on behalf of a Portfolio requiring a pledge of assets by the Fund on behalf of such Portfolio;
(x)      In connection with trading in options and futures contracts, including delivery as original margin and variation margin;
(xi)      Upon the sale or other delivery of such foreign securities (including, without limitation, to one or more Special Sub-Custodians or Repo Custodians) as a Free Trade, provided that

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  applicable Proper Instructions shall set forth (A) the foreign securities to be delivered and
  (B)      the person or persons to whom delivery shall be made;
(xii)      In connection with the lending of foreign securities; and
(xiii)      For any other purpose, but only upon receipt of Proper Instructions specifying (A) the foreign securities to be delivered and (B) the person or persons to whom delivery of such securities shall be made.
  4.4.2      PAYMENT OF PORTFOLIO MONIES. Upon receipt of Proper Instructions, which may

be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out, or direct the respective Foreign Sub-Custodian or the respective Foreign Securities System to pay out, monies of a Portfolio in the following cases only:

(i)      Upon the purchase of foreign securities for the Portfolio, unless otherwise directed by
  Proper      Instructions, by (A) delivering money to the seller thereof or to a dealer therefor (or
  an      agent for such seller or dealer) against expectation of receiving later delivery of such
  foreign      securities; or (B) in the case of a purchase effected through a Foreign Securities
  System,      in accordance with the rules governing the operation of such Foreign Securities
  System;     
(ii)      In connection with the conversion, exchange or surrender of foreign securities of the
  Portfolio;     
(iii)      For the payment of any expense or liability of the Portfolio, including but not limited to
  the      following payments: interest, taxes, investment advisory fees, transfer agency fees, fees
  under      this Agreement, legal fees, accounting fees, and other operating expenses;
(iv)      For the purchase or sale of foreign exchange or foreign exchange contracts for the Portfolio,
  including      transactions executed with or through the Custodian or its Foreign Sub-
  Custodians;     
(v)      In connection with trading in options and futures contracts, including delivery as original
  margin      and variation margin;
(vi)      Upon the purchase of foreign investments including, without limitation, repurchase
  agreement      transactions involving delivery of Portfolio monies to Repo Custodian(s), as a
  Free      Trade, provided that applicable Proper Instructions shall set forth (A) the amount of
  such      payment and (B) the person or persons to whom payment shall be made;
(vii)      For payment of part or all of the dividends received in respect of securities sold short;
(viii)      In connection with the borrowing or lending of foreign securities; and
(ix)      For any other purpose, but only upon receipt of Proper Instructions specifying (A) the
  amount      of such payment and (B) the person or persons to whom such payment is to be
  made.     
  4.4.3      MARKET CONDITIONS. Notwithstanding any provision of this Agreement to the

contrary, settlement and payment for Foreign Assets received for the account of the Portfolios and delivery

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of Foreign Assets maintained for the account of the Portfolios may be effected in accordance with the customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering Foreign Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for such Foreign Assets from such purchaser or dealer but in all events subject to the standard of care set forth in Section 16 of this Agreement.

The Custodian shall provide to each Board the information with respect to custody and settlement practices in countries in which the Custodian employs a Foreign Sub-Custodian described on Schedule C hereto at the time or times set forth on such Schedule. The Custodian may revise Schedule C from time to time, provided that no such revision shall result in a Board being provided with substantively less information than had been previously provided hereunder.

     SECTION 4.5 REGISTRATION OF FOREIGN SECURITIES. The foreign securities maintained in the custody of a Foreign Sub-Custodian (other than bearer securities) shall be registered in the name of the applicable Portfolio or in the name of the Custodian or in the name of any Foreign Sub-Custodian or in the name of any nominee of the foregoing provided that the use of a nominee is customary market practice. The applicable Fund on behalf of such Portfolio agrees to hold any such nominee harmless from any liability as a holder of record of such foreign securities. To the extent that the use of nominee names is not customary market practice, foreign securities shall not be registered in a nominee name, and the Funds shall not have any obligation to hold harmless any such nominee where the use is not customary market practice. Notwithstanding the foregoing, if the prior written consent of the applicable Fund is given the applicable Fund on behalf of such Portfolio shall hold any such nominee harmless from any liability as a holder of record of such foreign securities. The Custodian or a Foreign Sub-Custodian shall not be obligated to accept securities on behalf of a Portfolio under the terms of this Agreement unless the form of such securities and the manner in which they are delivered are in accordance with reasonable market practice.

     SECTION 4.6 BANK ACCOUNTS. The Custodian shall identify on its books as belonging to the applicable Portfolio cash (including cash denominated in foreign currencies) deposited with the Custodian. Where the Custodian is unable to maintain, or market practice does not facilitate the maintenance of, cash on the books of the Custodian, a bank account or bank accounts shall be opened and maintained outside the United States on behalf of a Portfolio with a Foreign Sub-Custodian. All accounts referred to in this Section shall be subject only to draft or order by the Custodian (or, if applicable, such Foreign Sub-Custodian) acting pursuant to the terms of this Agreement to hold cash received by or from or for the account of the Portfolio. Cash maintained on the books of the Custodian (including its branches, subsidiaries and affiliates), regardless of currency denomination, is maintained in bank accounts established under, and subject to the laws of, The Commonwealth of Massachusetts. The foregoing constitutes the disclosure required by Massachusetts General Laws, Chapter 167D, Section 36.

     SECTION 4.7 COLLECTION OF INCOME. The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to the Foreign Assets held hereunder to which the Portfolios shall be entitled and shall credit such income, as collected, to the applicable Portfolio. The Custodian shall notify the Fund, at the frequency agreed to by the parties, in writing by facsimile transmission, electronic communication or in such other manner as the Fund and Custodian may agree in writing, if any amount payable with respect to portfolio securities or other assets of the Portfolio of a Fund are not received by the Custodian when due. The Custodian shall not be responsible for the collection of amounts due and payable with respect to portfolio securities or other assets that are in default. In the event that extraordinary measures are required to collect such income, the Fund and the Custodian shall consult as to such measures and as to the compensation and expenses of the Custodian relating to such measures.

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Income on securities loaned other than from the Custodian’s securities lending program shall be credited as received.

     SECTION 4.8 SHAREHOLDER RIGHTS. With respect to the foreign securities held pursuant to this Section 4, the Custodian shall use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights, subject always to the laws, regulations and practical constraints that may exist in the country where such securities are issued, including but not limited to proxy services not being available in certain markets. Each Fund acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors, may have the effect of severely limiting the ability of a Fund to exercise shareholder rights. The Custodian shall, however, as soon as is reasonably practicable communicate information received as to the foregoing to the applicable Fund. In addition to the foregoing, the Custodian agrees to provide the Funds with annual and periodic market updates.

     SECTION 4.9 COMMUNICATIONS RELATING TO FOREIGN SECURITIES. The Custodian shall transmit promptly to the applicable Fund written information with respect to materials received by the Custodian via the Foreign Sub-Custodians from issuers of the foreign securities being held for the account of the Portfolios (including, without limitation, pendency of calls and maturities of foreign securities and expirations of rights in connection therewith). With respect to tender or exchange offers, the Custodian shall transmit promptly to the applicable Fund written information with respect to materials so received by the Custodian from issuers of the foreign securities whose tender or exchange is sought or from the party (or its agents) making the tender or exchange offer. The Custodian shall not be liable for any untimely exercise of any tender, exchange or other right or power in connection with foreign securities or other property of the Portfolios at any time held by it unless (i) the Custodian or the respective Foreign Sub-Custodian is in actual possession of such foreign securities or property and (ii) the Custodian receives Proper Instructions with regard to the exercise of any such right or power, and both (i) and (ii) occur at least two (2) business days prior to the date on which the Custodian is to take action to exercise such right or power. For avoidance of doubt, upon and after the effective date of any termination of this Agreement, with respect to a Fund or its Portfolio(s), as may be applicable, the Custodian shall have no responsibility to so transmit any information under this Section 4.9.

The Custodian shall use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights, subject to the laws, regulations and practical constraints that may exist in the country where such securities are issued. In the event that the Fund invests in non-U.S. securities in a market in which the Custodian does not offer proxy voting services, the Custodian shall promptly notify the Fund. The Custodian shall also transmit promptly to the Fund all written information received by the Custodian through Foreign Sub-Custodians from issuers of the foreign securities or other financial assets issued outside of the United States and being held for the account of the Portfolio regarding any class action or other collective litigation relating to the Portfolio’s foreign securities or other financial assets issued outside the United States and then held, or previously held, during the relevant class-action period during the term of this Agreement by the Custodian via a Foreign Sub-Custodian for the account of the Fund for the Portfolio, including, but not limited to, opt-out notices and proof-of-claim forms. Unless otherwise agreed to by the parties, the Custodian’s services with respect to class actions do not extend beyond the timely forwarding of written information so received by the Custodian.

     SECTION 4.10 LIABILITY OF FOREIGN SUB-CUSTODIANS. The Custodian shall not employ a Foreign Sub-Custodian unless such employment is memorialized in a written agreement. Each such written agreement pursuant to which the Custodian employs a Foreign Sub-Custodian shall, to the extent possible using best efforts, require the Foreign Sub-Custodian to exercise reasonable care in the performance of its duties, and to indemnify, and hold harmless, the Custodian from and against any loss, damage, cost, expense, liability or claim arising out of or in connection with the Foreign Sub-Custodian’s performance of

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such obligations. At a Fund’s election, the Portfolios shall be entitled to be subrogated to the rights of the Custodian with respect to any claims against a Foreign Sub-Custodian as a consequence of any such loss, damage, cost, expense, liability or claim if and to the extent that the Portfolios have not been made whole for any such loss, damage, cost, expense, liability or claim.

     SECTION 4.11 TAX LAW. The Fund or its Portfolio shall be liable for all taxes, assessments, duties and other government charges, including any interest or penalty with respect thereto, with respect to any cash or securities held on behalf of the Fund or its Portfolios or any transaction related thereto. The Custodian shall withhold or cause to withhold the amount of tax which is required to be withheld under applicable law upon collection of any dividend, interest or other distribution with respect to any domestic security or foreign security and proceeds or income from the sale or other transfer of any domestic security or foreign security in custody at the Custodian. The Custodian shall assist the Fund with respect to any claim for exemption or reclaim under the tax laws of the designated countries listed on Schedule A upon request by a Fund. In providing such services, the Custodian does not act as the Fund’s tax adviser or tax counsel.

SECTION 5. CONTRACTUAL SETTLEMENT SERVICES (PURCHASE / SALES)

     SECTION 5.1 With respect to each cash account designated in writing by a Portfolio, the Custodian shall, in accordance with the terms set out in this Section 5, debit or credit the appropriate cash account of each Portfolio in connection with (i) the purchase of securities for such Portfolio, and (ii) proceeds of the sale of securities held on behalf of such Portfolio, on a contractual settlement basis (the “Contractual Settlement Services”).

     SECTION 5.2 The Contractual Settlement Services shall be provided for such instruments and in such markets as the Custodian may advise from time to time. The Custodian may terminate or suspend any part of the provision of the Contractual Settlement Services under this Agreement at its sole discretion immediately upon notice to the applicable Fund on behalf of each Portfolio, including, without limitation, in the event of force majeure events affecting settlement, any disorder in markets, or other changed external business circumstances affecting the markets or the Fund.

     SECTION 5.3 The consideration payable in connection with a purchase transaction shall be debited from the appropriate cash account of the Portfolio as of the time and date that monies would ordinarily be required to settle such transaction in the applicable market. The Custodian shall promptly recredit such amount at the time that the Portfolio or the Fund notifies the Custodian by Proper Instruction that such transaction has been canceled.

     SECTION 5.4 With respect to the settlement of a sale of securities, a provisional credit of an amount equal to the net sale price for the transaction (the “Settlement Amount”) shall be made to the account of the Portfolio as if the Settlement Amount had been received as of the close of business on the date that monies would ordinarily be available in good funds in the applicable market. Such provisional credit will be made conditional upon the Custodian having received Proper Instructions with respect to, or reasonable notice of, the transaction, as applicable; and the Custodian or its agents having possession of the asset(s) (which shall exclude assets subject to any third party lending arrangement entered into by a Portfolio) associated with the transaction in good deliverable form and not being aware of any facts which would lead them to reasonably believe that the transaction will not settle in the time period ordinarily applicable to such transactions in the applicable market.

SECTION 5.5 Subject to the relevant requirements of Section 16, the Custodian shall have the

right to reverse any provisional credit or debit given in connection with the Contractual Settlement Services

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when the Custodian believes, in its reasonable judgment, that such transaction will not settle in accordance with its terms or amounts due pursuant thereto will not be collectable or where the Custodian has not been provided Proper Instructions with respect thereto, as applicable. Upon such reversal, a sum equal to the credited or debited amount shall become immediately payable by the Portfolio to the Custodian and may be debited from any cash account held for benefit of the Portfolio. Prior to any such reversal, the Custodian will provide notice to the Fund pursuant to the relevant requirements of Section 16. Following such reversal, the Custodian will promptly notify the Fund of any action taken pursuant to this Section 5.5, which notice shall include a description of the facts forming the basis for the Custodian’s decision to reverse the provisional credit.

SECTION 5A. ACTUAL SETTLEMENT SERVICES (PURCHASE / SALES)

     SECTION 5A.1 With respect to each cash account designated in writing by a Portfolio, the Custodian shall, in accordance with the terms set out in this Section 5A, debit or credit the appropriate cash account of each Portfolio in connection with (i) the purchase of securities for such Portfolio, and (ii) proceeds of the sale of securities held on behalf of such Portfolio, on an actual settlement basis.

     SECTION 5A.2 The consideration payable in connection with a purchase transaction shall be debited from the appropriate cash account of the Portfolio as of the time and date that monies are actually payable.

     SECTION 5A.3 With respect to the settlement of a sale of securities, the Custodian shall credit the appropriate cash account of the Portfolio as of the time and date that the cash received as consideration for the transaction is actually received by Custodian.

SECTION 6.

SPECIAL SUB-CUSTODIANS

Upon receipt of Special Instructions (as such term is defined in Section 8 hereof), the Custodian shall, on behalf of one or more Portfolios, appoint one or more banks, trust companies or other entities designated in such Special Instructions to act as a sub-custodian for the purposes of effecting such transaction(s) as may be designated by a Fund in Special Instructions. Each such designated sub-custodian is referred to herein as a “Special Sub-Custodian.” Each such duly appointed Special Sub-Custodian shall be listed on Schedule D hereto, as it may be amended from time to time by a Fund, with the acknowledgment of the Custodian. In connection with the appointment of any Special Sub-Custodian, and in accordance with Special Instructions, the Custodian shall enter into a sub-custodian agreement with the Fund and the Special Sub-Custodian in form and substance approved by such Fund, provided that such agreement shall in all events comply with the provisions of the 1940 Act and the rules and regulations thereunder and the terms and provisions of this Agreement.

SECTION 6A.

FOREIGN EXCHANGE

     SECTION 6A.1. GENERALLY. Upon receipt of Proper Instructions, which for purposes of this Section may also include security trade advices, the Custodian shall facilitate the processing and settlement of foreign exchange transactions. Such foreign exchange transactions do not constitute part of the services provided by the Custodian under this Agreement.

     SECTION 6A.2. FUND ELECTIONS. Each Fund (or its investment manager or investment advisor (“Investment Advisor”) acting on its behalf) may elect to enter into and execute foreign exchange transactions with third parties that are not affiliated with the Custodian, with State Street Global Markets, which is the foreign exchange division of State Street Bank and Trust Company and its affiliated companies

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(“SSGM”), or with a sub-custodian. Where the Fund or its Investment Advisor gives Proper Instructions for the execution of a foreign exchange transaction using an indirect foreign exchange service described in the Client Publications (as defined below), the Fund (or its Investment Advisor) instructs the Custodian, on behalf of the Fund, to direct the execution of such foreign exchange transaction to SSGM or, when the relevant currency is not traded by SSGM, to the applicable sub-custodian. The Custodian shall not have any agency (except as contemplated in preceding sentence), trust or fiduciary obligation to the Fund, its Investment Advisor or any other person in connection with the execution of any foreign exchange transaction. The Custodian shall have no responsibility under this Agreement for the selection of the counterparty to, or the method of execution of, any foreign exchange transaction entered into by the Fund (or its Investment Advisor acting on its behalf) or the reasonableness of the execution rate on any such transaction. “Client Publications” means the general client publications of State Street Bank and Trust Company available from time to time to clients.

     SECTION 6A.3. FUND ACKNOWLEDGEMENT Each Fund acknowledges that in connection with all foreign exchange transactions entered into by the Fund (or its Investment Advisor acting on its behalf) with SSGM or any sub-custodian, SSGM and each such sub-custodian:

(i)      shall be acting in a principal capacity and not as broker, agent or fiduciary to the Fund or its Investment Advisor;
(ii)      shall seek to profit from such foreign exchange transactions, and are entitled to retain and not disclose any such profit to the Fund or its Investment Advisor; and
(iii)      shall enter into such foreign exchange transactions pursuant to the terms and conditions, including pricing or pricing methodology, (a) agreed with the Fund or its Investment Advisor from time to time or (b) in the case of an indirect foreign exchange service, (i) as established by SSGM and set forth in the Client Publications with respect to the particular foreign exchange execution services selected by the Fund or the Investment Advisor or (ii) as established by the sub-custodian from time to time.

     SECTION 6A.4. TRANSACTIONS BY STATE STREET. The Custodian or its affiliates, including SSGM, may trade based upon information that is not available to the Fund (or its Investment Advisor acting on its behalf), and may enter into transactions for its own account or the account of clients in the same or opposite direction to the transactions entered into with the Fund (or its Investment Advisor), and shall have no obligation, under this Agreement, to share such information with or consider the interests of their respective counterparties, including, where applicable, the Fund or the Investment Advisor.

SECTION 7. PAYMENTS FOR SALES OR REPURCHASES OR REDEMPTIONS OF SHARES

The Custodian shall receive from the distributor of the Shares or from the Transfer Agent and deposit into the account of the appropriate Portfolio such payments as are received for Shares thereof issued or sold from time to time by the applicable Fund. The Custodian will provide timely notification to such Fund on behalf of each such Portfolio and the Transfer Agent of any receipt by it of payments for Shares of such Portfolio.

From such funds as may be available for the purpose, the Custodian shall, upon receipt of instructions from the Transfer Agent, make funds available for payment to holders of Shares who have delivered to the Transfer Agent a request for redemption or repurchase of their Shares. In connection with the redemption or repurchase of Shares, the Custodian is authorized upon receipt of instructions from the Transfer Agent to wire funds to or through a commercial bank designated by the redeeming shareholders. In connection

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with the redemption or repurchase of Shares, the Custodian shall honor checks drawn on the Custodian by a holder of Shares, which checks have been furnished by a Fund to the holder of Shares, when presented to the Custodian in accordance with such procedures and controls as are mutually agreed upon from time to time between such Fund and the Custodian.

SECTION 8. PROPER INSTRUCTIONS AND SPECIAL INSTRUCTIONS

Proper Instructions,which may also be standing instructions, as such term is used throughout this Agreement shall mean instructions received by the Custodian from a Fund, a Fund’s duly authorized investment manager or investment adviser, or a person or entity duly authorized by either of them. Such instructions may be in writing signed by the authorized person or persons or may be in a tested communication or in a communication utilizing access codes effected between electro-mechanical or electronic devices or may be by such other means and utilizing such intermediary systems and utilities as may be agreed from time to time by the Custodian and the person(s) or entity giving such instruction, provided that the Fund has followed any security procedures agreed to from time to time by the applicable Fund and the Custodian. Oral instructions will be considered Proper Instructions if the Custodian reasonably believes them to have been given by a person authorized to provide such instructions with respect to the transaction involved; the Fund shall cause all oral instructions to be confirmed in writing. For purposes of this Section, Proper Instructions shall include instructions received by the Custodian pursuant to any multi-party agreement which requires a segregated asset account in accordance with Section 2.9 hereof.

Special Instructions,” as such term is used throughout this Agreement, means Proper Instructions countersigned or confirmed in writing by the Treasurer or any Assistant Treasurer of the applicable Fund or any other person designated in writing by the Treasurer of such Fund, which countersignature or confirmation shall be (a) included on the same instrument containing the Proper Instructions or on a separate instrument clearly relating thereto and (b) delivered by hand, by facsimile transmission, or in such other manner as the Fund and the Custodian agree in writing.

Concurrently with the execution of this Agreement, and from time to time thereafter, as appropriate, each Fund shall deliver to the Custodian, duly certified by such Fund’s Treasurer or Assistant Treasurer, a certificate setting forth: (i) the names, titles, signatures and scope of authority of all persons authorized to give Proper Instructions or any other notice, request, direction, instruction, certificate or instrument on behalf of the Fund and (ii) the names, titles and signatures of those persons authorized to give Special Instructions. Such certificate may be accepted and relied upon by the Custodian as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the Custodian of a similar certificate to the contrary.

SECTION 9.

EVIDENCE OF AUTHORITY

The Custodian shall be protected in acting upon any instructions, notice, request, consent, certificate or other instrument or paper reasonably believed by it to be genuine and to have been properly executed by or on behalf of the applicable Fund provided that the Custodian exercised reasonable care without negligence in following or acting upon such instruction, notice, request, consent, certificate or other instrument. The Custodian may receive and accept a copy of a resolution certified by the Secretary or an Assistant Secretary of any Fund as conclusive evidence (a) of the authority of any person to act in accordance with such resolution or (b) of any determination or of any action by the applicable Board as described in such resolution, and such resolution may be considered as in full force and effect until receipt by the Custodian of written notice to the contrary.

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SECTION 10. ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY

The Custodian may in its discretion, without express authority from the applicable Fund on behalf of each applicable Portfolio:

1)      Surrender securities in temporary form for securities in definitive form;
2)      Endorse for collection, in the name of the Portfolio, checks, drafts and other negotiable instruments; and
3)      In general, attend to all non-discretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with the securities and property of the Portfolio except as otherwise directed by the applicable Board.

SECTION 11. DUTIES OF CUSTODIAN WITH RESPECT TO THE BOOKS OF ACCOUNT

The Custodian shall cooperate with and supply necessary information to the entity or entities appointed by the applicable Board to keep the books of account of each Portfolio and to compute its net asset value. Each Fund acknowledges and agrees that, with respect to investments maintained with the Underlying Transfer Agent, the Underlying Transfer Agent is the sole source of information on the number of shares of a fund held by it on behalf of a Portfolio and that the Custodian has the right to rely on holdings information furnished by the Underlying Transfer Agent to the Custodian in performing its duties under this Agreement, including without limitation, the duties set forth in this Section 11 and in Section 12 hereof; provided, however, that the Custodian shall be obligated to reconcile information as to purchases and sales of Underlying Shares contained in trade instructions and confirmations received by the Custodian and to report promptly any discrepancies to the Underlying Transfer Agent. Each Fund acknowledges that, in keeping the books of account of the Portfolio, the Custodian is authorized and instructed to rely upon information provided to it by the Fund, the Fund’s counterparty(ies), or the agents of either of them.

SECTION 12.

RECORDS

The Custodian shall with respect to each Portfolio create and maintain all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of each Fund under the 1940 Act, with particular attention to section 31 thereof and Rules 31a-1 and 31a-2 thereunder. All such records shall be the property of the Fund and shall at all times during the regular business hours of the Custodian be open for inspection by duly authorized officers, employees or agents of such Fund, including such Fund’s independent public accountants, and employees and agents of the SEC. The Custodian shall, at a Fund’s request, supply the Fund with a tabulation of securities owned by each Portfolio and held by the Custodian and shall, when requested to do so by the Fund and for such compensation as shall be agreed upon between the Fund and the Custodian, include certificate numbers in such tabulations. Each Fund acknowledges that, in creating and maintaining the records as set forth herein with respect to Portfolio property released and delivered pursuant to Section 2.2(14), or purchased pursuant to Section 2.6(7) hereof, the Custodian is authorized and instructed to rely upon information provided to it by the Fund, the Fund’s counterparty(ies), or the agents of either of them.

SECTION 13.

RESERVED

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SECTION 14. REPORTS TO FUND BY INDEPENDENT PUBLIC ACCOUNTANTS

The Custodian shall provide the applicable Fund, on behalf of each of the Portfolios at such times as such Fund may reasonably require, with reports by independent public accountants on the accounting system, internal accounting control and procedures for safeguarding securities, futures contracts and options on futures contracts, including securities deposited and/or maintained in a U.S. Securities System or a Foreign Securities System (either, a “Securities System”), relating to the services provided by the Custodian under this Agreement; such reports, shall be of sufficient scope and in sufficient detail, as may reasonably be required by the Fund to provide reasonable assurance that any material inadequacies would be disclosed by such examination, and, if there are no such inadequacies, the reports shall so state.

SECTION 15.

COMPENSATION OF CUSTODIAN

The Custodian shall be entitled to reasonable compensation for its services and expenses as Custodian, as agreed upon from time to time between each Fund on behalf of each applicable Portfolio and the Custodian.

SECTION 16.

RESPONSIBILITY OF CUSTODIAN

So long as and to the extent that it is in the exercise of reasonable care, the Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties. The Custodian shall perform the services provided for in this Agreement without negligence, fraud or willful misconduct and with reasonable care. The Custodian shall be liable to a Fund for any failure by the Custodian to satisfy the foregoing standard of care. The Custodian shall be kept indemnified by and shall be without liability to any Fund for any action taken or omitted by it in good faith without negligence, fraud or willful misconduct, including, without limitation, acting in accordance with any Proper Instruction without negligence, fraud or willful misconduct. The indemnification obligations of this Section shall survive termination of this Agreement.

Except as may arise from the Custodian’s own negligence, fraud or willful misconduct or the negligence, fraud or willful misconduct of a sub-custodian or agent, the Custodian shall be without liability to any Fund for any loss, liability, claim or expense resulting from or caused by: (i) events or circumstances beyond the reasonable control of the Custodian or any sub-custodian or Securities System or any agent or nominee of any of the foregoing (a “Force Majeure Event”), including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, acts of war, revolution, riots or terrorism, computer viruses or communications disruptions, work stoppages, natural disasters, or other similar events or acts, except to the extent that the Custodian fails to maintain and keep updated the business and continuity and disaster recovery plan as set forth in Section 19.7 and such failure causes such loss; (ii) errors by any Fund or its duly authorized investment manager or investment adviser in their instructions to the Custodian provided such instructions have been in accordance with this Agreement; (iii) the insolvency of or acts or omissions by a Securities System; (iv) any act or omission of a Special Sub-Custodian including, without limitation, reliance on reports prepared by a Special Sub-Custodian; (v) any delay or failure of any broker, agent or intermediary, central bank or other commercially prevalent payment or clearing system to deliver to the Custodian’s sub-custodian or agent securities purchased or in the remittance or payment made in connection with securities sold; (vi) any delay or failure of any company, corporation, or other body in charge of registering or transferring securities in the name of the Custodian, any Fund, the Custodian’s sub-custodians, nominees or agents or any consequential losses arising out of such delay or failure to transfer such securities including non-receipt of bonus, dividends and rights and other accretions or benefits; (vii)

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delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security or Securities System; and (viii) any provision of any present or future law or regulation or order of the United States of America, or any state thereof, or any other country, or political subdivision thereof or of any court of competent jurisdiction.

The Custodian shall be liable to a Fund for the acts or omissions of any sub-custodian selected by the Custodian, whether domestic or foreign (but excluding any Special Sub-Custodian or U.S. sub-custodian designated by a Fund pursuant to Special Instructions or Proper Instructions), to the same extent that the Custodian would be liable to the Fund as if such action or omission was performed by the Custodian itself, taking into account the facts and circumstances and the established local market practices and laws prevailing in the relevant jurisdiction at the time of the action or omission. Notwithstanding the foregoing, the Custodian shall in no event be liable for losses arising from Country Risk or from the insolvency or other financial default with respect to (a) any sub-custodian that is not an affiliate of the Custodian or (b) any depositary bank holding in a deposit account cash denominated in any currency other than an “on book” currency for that market.

If a Fund on behalf of a Portfolio requires the Custodian to take any action with respect to securities, which action involves the payment of money or which action may, in the reasonable opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund or the Portfolio being liable for the payment of money, such Fund on behalf of the Portfolio, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form to be mutually agreed upon between such Fund and Custodian if and when necessary.

If the Custodian, its affiliates, subsidiaries or agents, advances cash or securities for any purpose (including, but not limited to, securities settlements, foreign exchange contracts and assumed settlement, but not including amounts payable to the Custodian pursuant to Section 15 of this Agreement) or in the event that the Custodian or its nominee shall incur or be assessed from a third party any taxes, charges, expenses, assessments, claims or liabilities in connection with the investment activities of a Fund and the Custodian’s related performance of this Agreement, except such as may arise from the Custodian’s or its nominee’s own negligent action, negligent failure to act, fraud, or willful misconduct, any property at any time held for the account of the applicable Portfolio shall be security therefor and should the Fund fail to repay the Custodian promptly, the Custodian shall be entitled to apply available cash and to dispose of such Portfolio’s assets to the extent necessary to obtain reimbursement. In addition, the Custodian may at any time decline to follow Proper Instructions to deliver out cash, securities or other financial assets if the Custodian reasonably determines that, after giving effect to the Proper Instructions, the cash, securities or other financial assets remaining will not have sufficient value fully to secure the Fund’s reimbursement of the relevant advances or other liabilities.

Except as may arise from the Custodian’s own negligence, fraud or willful misconduct, each Fund severally and not jointly shall indemnify and hold the Custodian harmless from and against any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities which may be asserted against the Custodian (a) acting in accordance with any Proper Instruction or Special Instruction including, without limitation, any Proper Instruction with respect to Free Trades including, but not limited to, cost, expense, loss, damage, charge, counsel fee, payment or liability resulting from the Custodian’s reasonable reliance upon information provided by the applicable Fund, such Fund’s counterparty(ies) or the agents of either of them with respect to Fund property released, delivered or purchased pursuant to either of Section 2.2(14) or Section 2.6(7) hereof; (b) for the acts or omissions of any Special Sub-Custodian; or (c) for the acts or omissions of any Local Agent or Pledgee.

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None of the parties shall be liable for indirect, special, incidental, punitive or consequential damages. Upon the occurrence of any event that causes or may cause any loss, damage or expense to a Fund, the Custodian shall (i) promptly notify a Fund of the occurrence of such event and (ii) use its commercially reasonable efforts to cause any sub-custodian to use all commercially reasonable efforts and to take all reasonable steps under the circumstances to mitigate the effects of such event and to avoid continuing harm to a Fund.

SECTION 17. EFFECTIVE PERIOD, TERMINATION AND AMENDMENT

This Agreement shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than sixty (60) days after the date of such delivery or mailing if termination is being sought by a Fund on behalf of a Portfolio and not sooner than one hundred twenty (120) days if termination is being sought by the Custodian; provided, however, that no Fund shall amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of such Fund’s Governing Documents, and further provided, that any Fund on behalf of one or more of the Portfolios may at any time by action of its Board (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement in the event of the appointment of a bankruptcy trustee or a conservator or receiver for the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio.

Upon termination of the Agreement, the applicable Fund on behalf of each applicable Portfolio shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for the transaction costs of delivering out the securities of such applicable Portfolio to the successor custodian appointed pursuant to Section 18 of this Agreement, if any.

In connection with any termination of the Agreement for any reason whatsoever, the parties shall also reasonably cooperate with respect to the development of a transition plan setting forth a reasonable timetable for the transition and describing the parties’ respective responsibilities for transitioning the services back to the Fund or any successor custodian in an orderly and uninterrupted fashion.

If the Custodian is prevented from carrying out its obligations under the Agreement as a result of a Force Majeure Event for a period of 30 days, a Fund may terminate the Agreement by giving the Custodian not less than 30 days' notice, without prejudice to any of the rights of any party accrued prior to the date of termination; provided, however, that if the Force Majeure Event is a regional wide or market wide event that has similarly affected substantially all other providers of services to funds substantially similar to the services provided hereunder in such region or market, the Fund’s termination right shall only arise at such time that two (2) or more of such providers are reasonably able and have begun to recommence the provision of such services. If the Custodian recommences the provision of the affected services in all material respects prior to the exercise by a Fund of its termination right, such termination right shall lapse if the Custodian gives notice to the Fund that it has done so (and it has in fact so recommenced the provision of services) and a Fund has not already provided notice of termination prior to such notice by the Custodian that it has recommenced the services in all material respects.

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SECTION 18.

SUCCESSOR CUSTODIAN

If a successor custodian for one or more Portfolios shall be appointed by the applicable Board, the Custodian shall, upon termination and receipt of Proper Instructions, deliver to such successor custodian at the office of the Custodian (or such other location as shall mutually be agreed upon by the Custodian and the applicable Fund on behalf of such Portfolio), duly endorsed and in the form for transfer, all securities, cash, and other assets of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio held in a Securities System or at the Underlying Transfer Agent.

If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of Proper Instructions, deliver at the office of the Custodian (or such other location as shall mutually be agreed upon by the Custodian and the applicable Fund on behalf of such Portfolio) and transfer such securities, funds and other properties in accordance with such resolution.

In the event that no Proper Instructions designating a successor custodian or alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such successor custodian all of the securities of each such Portfolio held in any Securities System or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement.

In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of any Fund to provide Proper Instructions as aforesaid, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

SECTION 19.

GENERAL

SECTION 19.1 NEWYORK LAW TO APPLY. This Agreement shall be construed and the provisions
thereof interpreted under and in accordance with laws of The State of New York.

 

     SECTION 19.2 CONFIDENTIALITY. All information provided under this Agreement by a party (the “Disclosing Party”) to the other party (the “Receiving Party”) regarding the Disclosing Party’s business and operations shall be treated as confidential. All confidential information provided under this Agreement by Disclosing Party shall be used, including disclosure to third parties, by the Receiving Party, or its agents or service providers, solely for the purpose of performing or receiving the services and discharging the Receiving Party’s other obligations under the Agreement or managing the internal business of the Receiving Party and its affiliates, including financial and operational management and reporting, risk management, legal and regulatory compliance and client service management. The foregoing shall not be applicable to any information (a) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (b) that is independently derived by the Receiving Party without the use of any information provided by the Disclosing Party in connection with this Agreement, (c) that is disclosed to comply with any proceeding, investigation, audit, examination, subpoena, civil investigative

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demand or other similar process that is initiated, authorized, or conducted by a court of law, regulatory agency, or other governmental or administrative body with appropriate jurisdiction over either party, (d) that is disclosed as required by operation of law or regulation or as required to comply with the requirements of any market infrastructure that the Disclosing Party or its agents direct the Custodian or its affiliates to employ (or which is required in connection with the holding or settlement of instruments included in the assets subject to this Agreement), or (e) where the party seeking to disclose has received the prior written consent of the party providing the information.

     SECTION 19.3 ASSIGNMENT. This Agreement may not be assigned by (a) any Fund without the written consent of the Custodian or (b) by the Custodian without the written consent of each applicable Fund.

     SECTION 19.4 INTERPRETIVE AND ADDITIONAL PROVISIONS. In connection with the operation of this Agreement, the Custodian and each Fund on behalf of each of the Portfolios, may from time to time agree on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement.

     SECTION 19.5 ADDITIONAL FUNDS. In the event that any management investment company in addition to those listed on Appendix A hereto desires to have the Custodian render services as custodian under the terms hereof, it shall so notify the Custodian in writing, and if the Custodian agrees in writing to provide such services, such management investment company shall become a Fund hereunder and be bound by all terms and conditions and provisions hereof including, without limitation, the representations and warranties set forth in Section 19.7 below.

     SECTION 19.6 ADDITIONAL PORTFOLIOS. In the event that any Fund establishes one or more series of Shares in addition to those set forth on Appendix A hereto with respect to which it desires to have the Custodian render services as custodian under the terms hereof, it shall so notify the Custodian in writing, and if the Custodian agrees in writing to provide such services, such series of Shares shall become a Portfolio hereunder.

     SECTION 19.7 THE PARTIES. All references herein to the “Fund” are to each of the management investment companies listed on Appendix A hereto, and each management investment company made subject to this Agreement in accordance with Section 19.5 above, individually, as if this Agreement were between such individual Fund and the Custodian. In the case of a series corporation, trust or other entity, all references herein to the “Portfolio” are to the individual series or portfolio of such corporation, trust or other entity, or to such corporation, trust or other entity on behalf of the individual series or portfolio, as appropriate. Any reference in this Agreement to “the parties” shall mean the Custodian and such other individual Fund as to which the matter pertains. Each Fund hereby represents and warrants that (a) it is duly incorporated or organized and is validly existing in good standing in its jurisdiction of incorporation or organization; (b) it has the requisite power and authority under applicable law and its Governing Documents to enter into and perform this Agreement; (c) all requisite proceedings have been taken to authorize it to enter into and perform this Agreement; (d) this Agreement constitutes its legal, valid, binding and enforceable agreement; and (e) its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Fund or any law or regulation applicable to it. The Custodian hereby represents and warrants that (a) it is duly incorporated or organized and is validly existing in good standing in its jurisdiction of incorporation or organization; (b) it has the requisite power and authority under applicable law and its declaration of trust or other governing documents to enter into and perform this Agreement; (c) all requisite proceedings have been taken to authorize it to enter into and perform this Agreement; (d) this Agreement constitutes its legal, valid, binding and enforceable agreement;

Information Classification: Limited Access

27


 

and (e) its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Custodian or any law or regulation applicable to it.

The Custodian hereby represents to each of the Funds, on behalf of each of such Fund’s Portfolios, that it (a) has and shall maintain and update a disaster recovery and business continuation plan that is reasonably designed to enable the Custodian to perform its duties and obligations set forth under this Agreement in the event of a significant business disruption affecting the Custodian, including a Force Majeure Event; (b) shall test the operability of such plan at least once every twelve (12) months and revise such plan as Custodian reasonably believes is necessary to ensure that the plan, in general, continues to be reasonably designed to enable the Custodian to perform its duties and obligations as set forth under this Agreement; and (c) shall activate such plan if Custodian reasonably believes (i) an event has occurred which would materially affect the Custodian’s timely discharge of its duties and performance of its obligations under this Agreement and (ii) activation of such plan would allow Custodian to discharge its duties hereunder. The Custodian shall enter into and shall maintain in effect at all times during the term of this Agreement with appropriate parties one or more agreements making reasonable provision for (i) periodic back-up of the computer files and data with respect to the Fund and (ii) emergency use of electronic data processing equipment to provide services under this Agreement. Upon reasonable request, the Custodian shall discuss with the Fund the business continuity/disaster recovery plan of the Custodian. The Custodian represents that its business continuity plan is appropriate for its business as a provider of custodian services to investment companies registered under the 1940 Act.

SECTION 19.8 REMOTEACCESS SERVICES ADDENDUM. The Custodian and each Fund agree to be
bound by the terms of the Remote Access Services Addendum hereto.

 

     SECTION 19.9 NOTICES. Any notice, instruction or other instrument required to be given hereunder may be delivered in person to the offices of the parties as set forth herein during normal business hours or delivered prepaid registered mail or by telex, cable or telecopy to the parties at the following addresses or such other addresses as may be notified by any party from time to time.

To any Fund:

c/o THE VANGUARD GROUP, INC. 400 Devon Park Drive, A29 Wayne, PA 19087 Attention: Chief Financial Officer Telecopy: (610) 669-6112

 

With a copy to:

THE VANGUARD GROUP, INC. 400 Devon Park Drive, V26 Wayne, PA 19087 Attention: General Counsel Telecopy: (610) 669-6600

 

To the Custodian:

STATE STREET BANK AND TRUST COMPANY 1 Iron Street Boston, MA 02210 Attention: Jay Fulchino Telephone: 617-662-0934

 

Information Classification: Limited Access

28


 

With a copy to:

STATE STREET BANK AND TRUST COMPANY Legal Division – Global Services Americas One Lincoln Street Boston, MA 02111 Attention: Senior Vice President

 

Such notice, instruction or other instrument shall be deemed to have been served in the case of a registered letter at the expiration of five business days after posting, in the case of cable twenty-four hours after dispatch and, in the case of facsimile, immediately on dispatch and if delivered outside normal business hours it shall be deemed to have been received at the next time after delivery when normal business hours commence and in the case of cable, facsimile or telecopy on the business day after the receipt thereof. Evidence that the notice was properly addressed, stamped and put into the post shall be conclusive evidence of posting.

     SECTION 19.10 COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same Agreement.

     SECTION 19.11 SEVERABILITY. If any provision or provisions of this Agreement shall be held to be invalid, unlawful or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

     SECTION 19.12 REPRODUCTION OF DOCUMENTS. This Agreement and all schedules, addenda, exhibits, appendices, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto all/each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.

     SECTION 19.13 SHAREHOLDER COMMUNICATIONS ELECTION. Rule 14b-2 promulgated under the Securities Exchange Act of 1934, as amended, requires banks which hold securities for the account of customers to respond to requests by issuers of securities for the names, addresses and holdings of beneficial owners of securities of that issuer held by the bank unless the beneficial owner has expressly objected to disclosure of this information. In order to comply with the rule, the Custodian needs each Fund to indicate whether it authorizes the Custodian to provide such Fund’s name, address, and share position to requesting companies whose securities the Fund owns. If a Fund tells the Custodian “no,” the Custodian will not provide this information to requesting companies. If a Fund tells the Custodian “yes” or does not check either “yes” or “no” below, the Custodian is required by the rule to treat the Fund as consenting to disclosure of this information for all securities owned by the Fund or any funds or accounts established by the Fund. For a Fund’s protection, the Rule prohibits the requesting company from using the Fund’s name and address for any purpose other than corporate communications. Please indicate below whether the Fund consents or objects by checking one of the alternatives below.

YES [ ] The Custodian is authorized to release the Fund’s name, address, and share positions.

NO [X] The Custodian is not authorized to release the Fund’s name, address, and share positions.

SECTION 19.14 REPORTS. Upon reasonable request of a Fund, the Custodian shall provide the Fund
with a copy of the Custodian’s System and Organization Controls for Service Organizations: Internal
 
 
Information Classification: Limited Access

 

29


 

Control over Financial Reporting (SOC) 1 reports prepared in accordance with the requirements of AT-C section 320, Reporting on an Examination of Controls at a Service Organization Relevant to User Entities’ Internal Control Over Financial Reporting (or any successor attestation standard). In addition, from time to time as requested, the Custodian will furnish the Fund a “gap” or “bridge” letter that will address any material changes that might have occurred in the Custodian’s controls covered in the SOC Report from the end of the SOC Report period through a specified requested date. The Custodian shall use commercially reasonable efforts to provide the Fund with such reports as the Fund may reasonably request or otherwise reasonably require to fulfill its duties under Rule 38a-l of the 1940 Act or similar legal and regulatory requirements. Upon reasonable request to the Fund, the Custodian shall also provide to the Fund sub-certifications in connection with Sarbanes-Oxley Act of 2002 certification requirements.

     SECTION 19.15 OPINIONS. The Custodian shall take all reasonable action, as the Fund with respect to a Portfolio may from time to time request, to obtain from year to year favorable opinions from the Fund’s independent accountants with respect to its activities hereunder in connection with (i) the preparation of any registration statement of a Fund and any other reports required by a governmental agency or regulatory authority with jurisdiction over the Fund, and (ii) the fulfillment by a Fund of any other requirements of a governmental agency or regulatory authority with jurisdiction over the Fund.

     SECTION 19.16 REGULATION GG. The Funds are hereby notified that “restricted transactions,” as such term is defined in Section 233.2(y) of Federal Reserve Regulation GG, are prohibited in any dealings with the Custodian pursuant to this Agreement or otherwise between or among any party hereto.

     SECTION 19.17 PORTFOLIO BY PORTFOLIO BASIS. This Agreement is executed by a Fund with respect to each of its Portfolios and the obligations hereunder are not binding upon any of the directors, officers or shareholders of the Fund individually. Notwithstanding any other provision in this Agreement to the contrary, each and every obligation, liability or undertaking of a particular Portfolio under this Agreement shall constitute solely an obligation, liability or undertaking of, and be binding upon, such particular Portfolio and shall be payable solely from the available assets of such particular Portfolio and shall not be binding upon or affect any assets of any other Portfolio.

     SECTION 19.18 SERVICE LEVEL AGREEMENTS. The Custodian and the Funds may from time to time agree to document the manner in which they expect to deliver and receive the services contemplated by this Agreement. In such event, each party will perform its obligations in accordance with any service levels that may be agreed upon by the parties in writing from time to time, subject to the terms of this Agreement

     SECTION 19.19 LOAN SERVICES ADDENDUM. If a Fund directs the Custodian in writing to perform loan services, the Custodian and the Fund will be bound by the terms of the Loan Services Addendum attached hereto. The Fund shall reimburse Custodian for its fees and expenses related thereto as agreed upon from time to time in writing by the Fund and the Custodian.

[Signature page to follow.]

Information Classification: Limited Access

30


 



 

APPENDIX A

Vanguard California Tax-Free Funds

Vanguard California Intermediate-Term Tax-Exempt Fund Vanguard California Long-Term Tax-Exempt Fund Vanguard California Municipal Money Market Fund

Vanguard CMT Funds

Vanguard Municipal Cash Management Fund

Vanguard Convertible Securities Fund Vanguard Convertible Securities Fund

Vanguard Institutional Index Funds Vanguard Institutional Index Fund

Vanguard Malvern Funds

Vanguard Institutional Intermediate-Term Bond Fund Vanguard Institutional Short-Term Bond Fund

Vanguard Massachusetts Tax-Exempt Funds Vanguard Massachusetts Tax-Exempt Fund

Vanguard Municipal Bond Funds

Vanguard High-Yield Tax-Exempt Fund Vanguard Intermediate-Term Tax-Exempt Fund Vanguard Limited-Term Tax-Exempt Fund Vanguard Long-Term Tax-Exempt Fund Vanguard Municipal Money Market Fund Vanguard Short-Term Tax-Exempt Fund Vanguard Tax-Exempt Bond Index Fund

Vanguard New Jersey Tax-Free Funds

Vanguard New Jersey Long-Term Tax-Exempt Fund Vanguard New Jersey Municipal Money Market Fund

Vanguard New York Tax-Free Funds

Vanguard New York Long-Term Tax-Exempt Fund Vanguard New York Municipal Money Market Fund

Vanguard Ohio Tax-Free Funds

Vanguard Ohio Long-Term Tax-Exempt Fund

Vanguard Pennsylvania Tax-Free Funds

Vanguard Pennsylvania Long-Term Tax-Exempt Fund Vanguard Pennsylvania Municipal Money Market Fund

Vanguard Quantitative Funds

Vanguard Growth and Income Fund

Vanguard STAR Funds
Vanguard STAR Fund

A-1


 

Vanguard Variable Insurance Funds Balanced Portfolio Diversified Value Portfolio Equity Index Portfolio High Yield Bond Portfolio Mid-Cap Index Portfolio REIT Index Portfolio Small Company Growth Portfolio

Vanguard World Fund

Vanguard FTSE Social Index Fund

A-2


 

SCHEDULE A – GLOBAL CUSTODY NETWORK
 
 
MARKET SUBCUSTODIAN ADDRESS
 
Albania Raiffeisen Bank sh.a. Blv. "Bajram Curri" ETC – Kati 14 Tirana, Albania
 
Argentina Citibank, N.A. Bartolome Mitre 530
    1036 Buenos Aires, Argentina
 
Australia The Hongkong and Shanghai Banking HSBC Securities Services Level 3,
  Corporation Limited 10 Smith St.,
    Parramatta, NSW 2150, Australia
 
Austria Deutsche Bank AG (operating through its Fleischmarkt 1
  Frankfurt branch with support from its A-1010 Vienna, Austria
  Vienna branch)  
 
  UniCredit Bank Austria AG Custody Department / Dept. 8398-TZ Julius Tandler Platz 3
    A-1090 Vienna, Austria
 
Bahrain HSBC Bank Middle East Limited (as 1ST Floor, Bldg. #2505 Road # 2832, Al
  delegate of The Hongkong and Shanghai Seef 428 Kingdom of Bahrain
  Banking Corporation Limited)  
 
Bangladesh Standard Chartered Bank Silver Tower, Level 7
    52 South Gulshan Commercial Area Gulshan 1, Dhaka 1212,
    Bangladesh
 
Belgium Deutsche Bank AG, Netherlands De Entrees 99-197
  (operating through its Amsterdam 1101 HE Amsterdam, Netherlands
  branch with support from its Brussels  
  branch)  
 
Benin via Standard Chartered Bank Côte d’Ivoire 23, Bld de la République
  S.A., Abidjan, Ivory Coast 17 BP 1141 Abidjan 17 Côte d’Ivoire
 
Bermuda HSBC Bank Bermuda Limited 6 Front Street
    Hamilton, HM06, Bermuda
 
Federation of UniCredit Bank d.d. Zelenih beretki 24
Bosnia and   71 000 Sarajevo
Herzegovina   Federation of Bosnia and Herzegovina
 
Botswana Standard Chartered Bank Botswana Limited 4th Floor, Standard Chartered House Queens Road
    The Mall
    Gaborone, Botswana
 
Brazil Citibank, N.A. AV Paulista 1111
    São Paulo, SP 01311-920 Brazil
 
Bulgaria Citibank Europe plc, Bulgaria Branch Serdika Offices, 10th floor 48 Sitnyakovo Blvd.
    1505 Sofia, Bulgaria
 
  UniCredit Bulbank AD 7 Sveta Nedelya Square
    1000 Sofia, Bulgaria
 
Burkina Faso via Standard Chartered Bank Côte d’Ivoire 23, Bld de la République
  S.A., Abidjan, Ivory Coast 17 BP 1141 Abidjan 17 Côte d’Ivoire
 
Canada State Street Trust Company Canada 30 Adelaide Street East, Suite 800 Toronto, ON Canada
    M5C 3G6
 
Chile Itaú CorpBanca S.A. Presidente Riesco Street # 5537 Floor 18
    Las Condes, Santiago de Chile
 
People’s HSBC Bank (China) Company Limited 33rd Floor, HSBC Building, Shanghai IFC 8 Century Avenue
Republic of (as delegate of The Hongkong and Pudong, Shanghai, China (200120)
China Shanghai Banking Corporation Limited)  
 
  China Construction Bank Corporation No.1 Naoshikou Street Chang An Xing Rong
    Plaza Beijing 100032-33, China

 

SCH A-1


 

China Connect Citibank N.A. 39/F., Champion Tower 3 Garden Road
    Central, Hong Kong
 
  The Hongkong and Shanghai Banking Level 30,
  Corporation Limited HSBC Main Building 1 Queen's
    Road Central, Hong Kong
 
  Standard Chartered Bank (Hong Kong) 15th Floor Standard Chartered Tower 388 Kwun Tong Road
  Limited Kwun Tong, Hong Kong
 
Colombia Cititrust Colombia S.A. Sociedad Fiduciaria Carrera 9A, No. 99-02 Bogotá DC,
    Colombia
 
Costa Rica Banco BCT S.A. 160 Calle Central Edificio BCT
    San José, Costa Rica
 
Croatia Privredna Banka Zagreb d.d. Custody Department Radni ka cesta 50
    10000 Zagreb, Croatia
 
  Zagrebacka Banka d.d. Savska 60
    10000 Zagreb, Croatia
 
Cyprus BNP Paribas Securities Services, S.C.A., 2 Lampsakou Str.
  Greece (operating through its Athens 115 28 Athens, Greece
  branch)  
 
Czech Republic eskoslovenská obchodní banka, a.s. Radlická 333/150
    150 57 Prague 5, Czech Republic
 
  UniCredit Bank Czech Republic and BB Centrum – FILADELFIE }eletavská 1525/1
  Slovakia, a.s. 140 92 Praha 4 - Michle, Czech Republic
 
Denmark Nordea Bank AB (publ), Sweden Strandgade 3
  (operating through its branch, Nordea 0900 Copenhagen C, Denmark
  Danmark, Filial af Nordea Bank AB  
  (publ), Sverige)  
 
  Skandinaviska Enskilda Banken AB Bernstorffsgade 50
  (publ), Sweden (operating through its 1577 Copenhagen, Denmark
  Copenhagen branch)  
 
Egypt HSBC Bank Egypt S.A.E. 6th Floor
  (as delegate of The Hongkong and 306 Corniche El Nil Maadi
  Shanghai Banking Corporation Limited) Cairo, Egypt
 
Estonia AS SEB Pank Tornimäe 2
    15010 Tallinn, Estonia
 
Finland Nordea Bank AB (publ), Sweden Satamaradankatu 5
  (operating through its branch, Nordea 00500 Helsinki, Finland
  Bank AB (publ), Finnish branch)  
 
  Skandinaviska Enskilda Banken AB (publ), Securities Services Box 630
  Sweden (operating through its Helsinki SF-00101 Helsinki, Finland
  branch)  
 
France Deutsche Bank AG, Netherlands De Entrees 99-197
  (operating through its Amsterdam 1101 HE Amsterdam, Netherlands
  branch with support from its Paris  
  branch)  
 
Republic of JSC Bank of Georgia 29a Gagarini Str. Tbilisi 0160,
Georgia   Georgia
 
Germany State Street Bank International GmbH Brienner Strasse 59
    80333 Munich, Germany
 
  Deutsche Bank AG Alfred-Herrhausen-Allee 16-24
    D-65760 Eschborn, Germany
 
Ghana Standard Chartered Bank Ghana Limited P. O. Box 768
    1st Floor

 

SCH A-2


 

    High Street Building Accra, Ghana
 
Greece BNP Paribas Securities Services, S.C.A. 2 Lampsakou Str.
    115 28 Athens, Greece
 
Guinea-Bissau via Standard Chartered Bank Côte d’Ivoire 23, Bld de la République
  S.A., Abidjan, Ivory Coast 17 BP 1141 Abidjan 17 Côte d’Ivoire
 
Hong Kong Standard Chartered Bank (Hong Kong) 15th Floor Standard Chartered Tower 388 Kwun Tong Road
  Limited Kwun Tong, Hong Kong
 
Hungary Citibank Europe plc Magyarországi 7 Szabadság tér, Bank Center Budapest, H-1051 Hungary
  Fióktelepe  
 
  UniCredit Bank Hungary Zrt. 6th Floor Szabadság tér 5-6
    H-1054 Budapest, Hungary
 
Iceland Landsbankinn hf. Austurstræti 11
    155 Reykjavik, Iceland
 
India Deutsche Bank AG Block B1, 4th Floor, Nirlon Knowledge Park
    Off Western Express Highway Goregaon (E)
    Mumbai 400 063, India
 
  The Hongkong and Shanghai Banking 11F, Building 3, NESCO - IT Park, NESCO Complex,
  Corporation Limited Western Express Highway Goregaon (East),
    Mumbai 400 063, India
 
Indonesia Deutsche Bank AG Deutsche Bank Building, 4th floor Jl. Imam Bonjol, No. 80
    Jakarta 10310, Indonesia
 
Ireland State Street Bank and Trust Company, 525 Ferry Road
  United Kingdom branch Edinburgh EH5 2AW, Scotland
 
Israel Bank Hapoalim B.M. 50 Rothschild Boulevard Tel Aviv, Israel
    61000
 
Italy Deutsche Bank S.p.A. Investor Services
    Via Turati 27 – 3rd Floor
    20121 Milan, Italy
 
Ivory Coast Standard Chartered Bank Côte d’Ivoire S.A. 23, Bld de la République
    17 BP 1141 Abidjan 17 Côte d’Ivoire
 
Japan Mizuho Bank, Limited Shinagawa Intercity Tower A 2-15-1, Konan, Minato-ku
    Tokyo 108-6009, Japan
 
  The Hongkong and Shanghai Banking HSBC Building
  Corporation Limited 11-1 Nihonbashi 3-chome, Chuo-ku Tokyo 1030027, Japan
 
Jordan Standard Chartered Bank Shmeissani Branch
    Al-Thaqafa Street, Building # 2
    P.O. Box 926190
    Amman 11110, Jordan
 
Kazakhstan JSC Citibank Kazakhstan Park Palace, Building A, 41 Kazibek Bi street,
    Almaty A25T0A1, Kazakhstan
 
Kenya Standard Chartered Bank Kenya Limited Custody Services
    Standard Chartered @ Chiromo, Level 5 48 Westlands Road
    P.O. Box 40984 – 00100 GPO
    Nairobi, Kenya
 
Republic of Korea Deutsche Bank AG 18th Fl., Young-Poong Building 41 Cheonggyecheon-ro
    Jongro-ku-, Seoul 03188, Korea
 
  The Hongkong and Shanghai Banking 5F
  Corporation Limited HSBC Building #37 Chilpae-ro
    Jung-gu, Seoul 04511, Korea
 
Kuwait HSBC Bank Middle East Limited Kuwait City, Sharq Area Abdulaziz Al Sager Street Al Hamra
  (as delegate of The Hongkong and Tower, 37F

 

SCH A-3


 

  Shanghai Banking Corporation Limited) P. O. Box 1683, Safat 13017, Kuwait
 
Latvia AS SEB banka Unicentrs, Valdlau i
    LV-1076 Kekavas pag., Rigas raj., Latvia
 
Lithuania AB SEB bankas Gedimino av. 12
    LT 2600 Vilnius, Lithuania
 
Malawi Standard Bank Limited Kaomba Centre
    Cnr. Victoria Avenue & Sir Glyn Jones Road
    Blantyre, Malawi
 
Malaysia Deutsche Bank (Malaysia) Berhad Domestic Custody Services Level 20, Menara IMC
    8 Jalan Sultan Ismail
    50250 Kuala Lumpur, Malaysia
 
  Standard Chartered Bank Malaysia Berhad Menara Standard Chartered 30 Jalan Sultan Ismail
    50250 Kuala Lumpur, Malaysia
 
Mali via Standard Chartered Bank Côte d’Ivoire 23, Bld de la République
  S.A., Abidjan, Ivory Coast 17 BP 1141 Abidjan 17 Côte d’Ivoire
 
Mauritius The Hongkong and Shanghai Banking 6F HSBC Centre 18 CyberCity
  Corporation Limited Ebene, Mauritius
 
Mexico Banco Nacional de México, S.A. 3er piso, Torre Norte
    Act. Roberto Medellín No. 800 Col. Santa Fe
    Mexico, DF 01219
 
Morocco Citibank Maghreb Zénith Millénium Immeuble1 Sidi Maârouf –
    B.P. 40 Casablanca 20190, Morocco
 
Namibia Standard Bank Namibia Limited Standard Bank Center
    Cnr. Werner List St. and Post St. Mall 2nd Floor
    Windhoek, Namibia
 
Netherlands Deutsche Bank AG De Entrees 99-197
    1101 HE Amsterdam, Netherlands
 
New Zealand The Hongkong and Shanghai Banking HSBC House
  Corporation Limited Level 7, 1 Queen St. Auckland 1010, New
    Zealand
 
Niger via Standard Chartered Bank Côte d’Ivoire 23, Bld de la République
  S.A., Abidjan, Ivory Coast 17 BP 1141 Abidjan 17 Côte d’Ivoire
 
Nigeria Stanbic IBTC Bank Plc. Plot 1712 Idejo St Victoria Island,
    Lagos 101007, Nigeria
 
Norway Nordea Bank AB (publ), Sweden Essendropsgate 7
  (operating through its branch, Nordea 0368 Oslo, Norway
  Bank AB (publ), filial i Norge)  
 
  Skandinaviska Enskilda Banken AB (publ), P.O. Box 1843 Vika Filipstad Brygge 1
  Sweden (operating through its Oslo branch) N-0123 Oslo, Norway
 
Oman HSBC Bank Oman S.A.O.G. 2nd Floor Al Khuwair PO Box 1727 PC 111
  (as delegate of The Hongkong and Seeb, Oman
  Shanghai Banking Corporation Limited)  
 
Pakistan Deutsche Bank AG Unicentre – Unitowers

 

I.I.      Chundrigar Road
P.O.      Box 4925
    Karachi - 74000, Pakistan
Panama Citibank, N.A. Boulevard Punta Pacifica Torre de las Americas Apartado
    Panama City, Panama 0834-00555
Peru Citibank del Perú, S.A. Canaval y Moreyra 480 3rd Floor, San
    Isidro Lima 27, Perú
Philippines Deutsche Bank AG Global Transaction Banking Tower One, Ayala

 

SCH A-4


 

    Triangle 1226 Makati City, Philippines
 
Poland Bank Handlowy w Warszawie S.A. ul. Senatorska 16
    00-293 Warsaw, Poland
 
  Bank Polska Kasa Opieki S.A. 31 Zwirki I Wigury Street
    02-091, Warsaw, Poland
 
Portugal Deutsche Bank AG, Netherlands De Entrees 99-197
  (operating through its Amsterdam 1101 HE Amsterdam, Netherlands
  branch with support from its Lisbon  
  branch)  
 
Puerto Rico Citibank N.A. 235 Federico Costa Street, Suite 315 San Juan, Puerto Rico
    00918
 
Qatar HSBC Bank Middle East Limited 2 Fl Ali Bin Ali Tower Building no.: 150 Airport Road
  (as delegate of The Hongkong and Doha, Qatar
  Shanghai Banking Corporation Limited)  
 
Romania Citibank Europe plc, Dublin – Romania 8, Iancu de Hunedoara Boulevard
  Branch 712042, Bucharest Sector 1, Romania
 
Russia AO Citibank 8-10 Gasheka Street, Building 1
    125047 Moscow, Russia
 
Saudi Arabia HSBC Saudi Arabia HSBC Head Office 7267 Olaya - Al Murooj Riyadh 12283-
  (as delegate of The Hongkong and 2255
  Shanghai Banking Corporation Limited) Kingdom of Saudi Arabia
 
Senegal via Standard Chartered Bank Côte d’Ivoire 23, Bld de la République
  S.A., Abidjan, Ivory Coast 17 BP 1141 Abidjan 17 Côte d’Ivoire
 
Serbia UniCredit Bank Serbia JSC Rajiceva 27-29
    11000 Belgrade, Serbia
 
Singapore Citibank N.A. 3 Changi Business Park Crescent
    #07-00, Singapore 486026
 
  United Overseas Bank Limited 156 Cecil Street
    FEB Building #08-03
    Singapore 069544
 
Slovak Republic UniCredit Bank Czech Republic and \ancová 1/A
  Slovakia, a.s. 813 33 Bratislava, Slovak Republic
 
Slovenia UniCredit Banka Slovenija d.d. Šmartinska 140
    SI-1000 Ljubljana, Slovenia
 
South Africa FirstRand Bank Limited Mezzanine Floor
    3 First Place Bank City
    Corner Simmonds & Jeppe Sts. Johannesburg 2001
    Republic of South Africa
 
  Standard Bank of South Africa Limited 3rd Floor, 25 Pixley Ka Isaka Seme St. Johannesburg 2001
    Republic of South Africa
 
Spain Deutsche Bank S.A.E. Calle de Rosario Pino 14-16, Planta 1
    28020 Madrid, Spain
 
Sri Lanka The Hongkong and Shanghai Banking 24, Sir Baron Jayatilake Mawatha Colombo 01, Sri Lanka
  Corporation Limited  
 
Republic of UniCredit Bank d.d. Zelenih beretki 24
Srpska   71 000 Sarajevo
    Federation of Bosnia and Herzegovina
 
Swaziland Standard Bank Swaziland Limited Standard House, Swazi Plaza Mbabane,
    Swaziland H101
 
Sweden Nordea Bank AB (publ) Smålandsgatan 17
    105 71 Stockholm, Sweden

 

SCH A-5


 

  Skandinaviska Enskilda Banken AB (publ) Sergels Torg 2
    SE-106 40 Stockholm, Sweden
 
Switzerland Credit Suisse (Switzerland) Limited Uetlibergstrasse 231
    8070 Zurich, Switzerland
 
  UBS Switzerland AG Max-Högger-Strasse 80-82
    CH-8048 Zurich-Alstetten, Switzerland
 
Taiwan - R.O.C. Deutsche Bank AG 296 Ren-Ai Road
    Taipei 106 Taiwan, Republic of China
 
  Standard Chartered Bank (Taiwan) Limited 168 Tun Hwa North Road
    Taipei 105, Taiwan, Republic of China
 
Tanzania Standard Chartered Bank (Tanzania) 1 Floor, International House
  Limited Corner Shaaban Robert St and Garden Ave
    PO Box 9011
    Dar es Salaam, Tanzania
 
Thailand Standard Chartered Bank (Thai) Public Sathorn Nakorn Tower 14th Floor, Zone B
  Company Limited 90 North Sathorn Road
    Silom, Bangkok 10500, Thailand
 
Togo via Standard Chartered Bank Côte d’Ivoire 23, Bld de la République
  S.A., Abidjan, Ivory Coast 17 BP 1141 Abidjan 17 Côte d’Ivoire
 
Tunisia Union Internationale de Banques 65 Avenue Bourguiba
    1000 Tunis, Tunisia
 
Turkey Citibank, A.^. Tekfen Tower
    Eski Buyukdere Caddesi 209 Kat 3
    Levent 34394 Istanbul, Turkey
 
  Deutsche Bank A.^. Eski Buyukdere Caddesi Tekfen Tower No. 209 Kat: 17 4
    Levent 34394 Istanbul, Turkey
 
Uganda Standard Chartered Bank Uganda Limited 5 Speke Road
    P.O. Box 7111
    Kampala, Uganda
 
Ukraine PJSC Citibank 16-g Dilova St.
    Kyiv 03150, Ukraine
 
United Arab HSBC Bank Middle East Limited HSBC Securities Services Emaar Square
Emirates Dubai (as delegate of The Hongkong and Level 3, Building No. 5 P O Box 502601
Financial Shanghai Banking Corporation Limited) Dubai, United Arab Emirates
Market    
 
United Arab HSBC Bank Middle East Limited HSBC Securities Services Emaar Square
Emirates Dubai (as delegate of The Hongkong and Level 3, Building No. 5 P O Box 502601
International Shanghai Banking Corporation Limited) Dubai, United Arab Emirates
Financial Center    
 
United Arab HSBC Bank Middle East Limited HSBC Securities Services Emaar Square
Emirates Abu (as delegate of The Hongkong and Level 3, Building No. 5 P O Box 502601
Dhabi Shanghai Banking Corporation Limited) Dubai, United Arab Emirates
 
United Kingdom State Street Bank and Trust Company, 525 Ferry Road
  United Kingdom branch Edinburgh EH5 2AW, Scotland
 
Uruguay Banco Itaú Uruguay S.A. Zabala 1463
    11000 Montevideo, Uruguay
 
Venezuela Citibank, N.A. Centro Comercial El Recreo Torre Norte,
    Piso 19 Avenida Casanova Caracas,
    Venezuela 1050
 
Vietnam HSBC Bank (Vietnam) Limited Centre Point
  (as delegate of The Hongkong and 106 Nguyen Van Troi Street Phu Nhuan District
  Shanghai Banking Corporation Limited) Ho Chi Minh City, Vietnam

 

SCH A-6


 

Zambia Standard Chartered Bank Zambia Plc. Standard Chartered House Cairo Road
    P.O. Box 32238
    10101, Lusaka, Zambia
 
Zimbabwe Stanbic Bank Zimbabwe Limited 3rd Floor Stanbic Centre
  (as delegate of Standard Bank of South 59 Samora Machel Avenue Harare,
  Africa Limited) Zimbabwe

 

SCH A-7


 

SCHEDULE B – DEPOSITORIES OPERATING IN NETWORK MARKETS

MARKET DEPOSITORY TYPES OF SECURITIES
Albania Bank of Albania Government debt
Argentina Caja de Valores S.A. Equities, government and corporate bonds, and corporate money
    market instruments
 
Australia Austraclear Limited Government securities, corporate bonds, and corporate money
    market instruments
 
Austria OeKB Central Securities All securities listed on Wiener Börse AG, the Vienna Stock
  Depository GmbH Exchange (as well as virtually all other Austrian securities)
 
Bahrain Clearing, Settlement, Depository Equities
  and Registry System of the  
  Bahrain Bourse  
 
Bangladesh Bangladesh Bank Government securities
 
  Central Depository Bangladesh Equities and corporate bonds
  Limited  
 
Belgium Euroclear Belgium Equities and most corporate bonds
 
  National Bank of Belgium Government securities, corporate bonds, and money market
    instruments
 
Benin Dépositaire Central – Banque de All securities traded on Bourse Régionale des Valeurs Mobilières,
  Règlement the West African regional exchange, including securities from the
    following West African nations: Benin, Burkina Faso, Guinea-
    Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.
 
  Banque Centrale des Etats Treasury bills and Treasury bonds issued by the following West
  d’Afrique de l’Ouest African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory
    Coast, Mali, Niger, Senegal and Togo.
 
Bermuda Bermuda Securities Depository Equities, corporate bonds
Federation of Registar vrijednosnih papira u Equities, corporate bonds, government securities, money market
Bosnia and Federaciji Bosne i Hercegovine, instruments
Herzegovina d.d.  
 
Botswana Bank of Botswana Government debt
 
  Central Securities Depository Equities and corporate bonds
  Company of Botswana Ltd.  
 
Brazil Central de Custódia e de Corporate debt and money market instruments
  Liquidação Financeira de Títulos  
  Privados (CETIP)  
 
  BM&F BOVESPA Depository Equities and corporate bonds traded on-exchange
  Services, a department of BM&F  
  BOVESPA S.A.  
 
  Sistema Especial de Liquidação e Government debt issued by the central bank and the National
  de Custódia (SELIC) Treasury
 
Bulgaria Bulgarian National Bank Government securities
 
  Central Depository AD Eligible equities and corporate bonds
 
Burkina Faso Dépositaire Central – Banque de All securities traded on Bourse Régionale des Valeurs Mobilières,
  Règlement the West African regional exchange, including securities from the
    following West African nations: Benin, Burkina Faso, Guinea-
    Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.

 

SCH B-1


 

  Banque Centrale des Etats Treasury bills and Treasury bonds issued by the following West
  d’Afrique de l’Ouest African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory
    Coast, Mali, Niger, Senegal and Togo.
 
Canada The Canadian Depository for All book-entry eligible securities, including government securities,
  Securities Limited equities, corporate bonds, money market instruments, strip bonds,
    and asset- backed securities
 
 
Chile Depósito Central de Valores S.A. Government securities, equities, corporate bonds, mortgage-backed
    securities, and money market instruments
 
People’s China Securities Depository and A shares, B shares, Treasury bonds, local government bonds,
Republic of Clearing Corporation Limited, enterprise bonds, corporate bonds, open and closed-end funds,
China Shanghai and Shenzhen Branches convertible bonds, and warrants
 
  China Central Depository and Bonds traded through the China Interbank Bond Market (CIBM),
  Clearing Co., Ltd. including Treasury bonds, local government bonds, policy bank
    bonds, central bank bills, medium-term notes, commercial paper,
    enterprise bonds, and commercial bank bonds
 
  Shanghai Clearing House Bonds traded through the China Interbank Bond Market (CIBM),
    including Treasury bonds, local government bonds, policy bank
    bonds, central bank bills, enterprise bonds, certain issues of
    medium-term notes, commercial paper, and commercial bank
bonds
 
Colombia Depósito Central de Valores Securities issued by the central bank and the Republic of Colombia
 
 
  Depósito Centralizado de Valores Equities, corporate bonds, money market instruments
  de Colombia S.A. (DECEVAL)  
 
Costa Rica Interclear Central de Valores S.A. Securities traded on Bolsa Nacional de Valores
Croatia Središnje klirinško depozitarno Eligible equities, corporate bonds, government securities, and
  društvo d.d. corporate money market instruments
 
Cyprus Central Depository and Central Equities, corporate bonds, dematerialized government securities,
  Registry corporate money market instruments
 
Czech Republic Centrální depozitáY cenných All dematerialized equities, corporate debt, and government debt,
  papíro, a.s. excluding Treasury bills
 
  Czech National Bank Treasury bills
 
Denmark VP Securities A/S Equities, government securities, corporate bonds, corporate money
    market instruments, warrants
 
Egypt Central Bank of Egypt Treasury bills
 
  Misr for Central Clearing, Eligible equities, corporate bonds, and Treasury bonds
  Depository and Registry S.A.E.  
 
Estonia AS Eesti Väärtpaberikeskus All registered equity and debt securities
Finland Euroclear Finland Equities, corporate bonds, government securities, money market
    instruments
 
France Euroclear France Government securities, equities, bonds, and money market
    instruments
 
Republic of Georgian Central Securities Equities, corporate bonds, and money market instruments
Georgia Depository  
 
  National Bank of Georgia Government securities
 
Germany Clearstream Banking AG, Equities, government securities, corporate bonds, money market
  Frankfurt instruments, warrants, investment funds, and index certificates

 

SCH B-2


 

Ghana Central Securities Depository Government securities and Bank of Ghana securities; equities and
  (Ghana) Limited corporate bonds
 
Greece Bank of Greece, System for Government debt
  Monitoring Transactions in  
  Securities in Book-Entry Form  
 
  Hellenic Central Securities Eligible listed equities, government debt, and corporate bonds
  Depository  
 
Guinea-Bissau Dépositaire Central – Banque de All securities traded on Bourse Régionale des Valeurs Mobilières,
  Règlement the West African regional exchange, including securities from the
    following West African nations: Benin, Burkina Faso, Guinea-
    Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.
 
  Banque Centrale des Etats Treasury bills and Treasury bonds issued by the following West
  d’Afrique de l’Ouest African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory
    Coast, Mali, Niger, Senegal and Togo.
 
Hong Kong Central Moneymarkets Unit Government debt (i.e., exchange fund bills and notes issued by the
    HKMA), other private debt, and money market instruments
 
  Hong Kong Securities Clearing Securities listed or traded on the Stock Exchange of Hong Kong
  Company Limited Limited
 
Hungary KELER Központi Értéktár Zrt. Government securities, equities, corporate bonds, and investment
fund notes
 
Iceland Nasdaq verðbréfamiðstöð hf. Government securities, equities, corporate bonds, and money
    market instruments
 
India Central Depository Services Eligible equities, debt securities, and money market instruments
  (India) Limited  
 
  National Securities Depository Eligible equities, debt securities, and money market instruments
  Limited  
 
  Reserve Bank of India Government securities
 
Indonesia Bank Indonesia Sertifikat Bank Indonesia (central bank certificates), Surat Utang
    Negara (government debt instruments), and Surat Perbendaharaan
    Negara (Treasury bills)
 
  PT Kustodian Sentral Efek Equities, corporate bonds, and money market instruments
  Indonesia  
 
Ireland Euroclear UK & Ireland Limited GBP- and EUR-denominated money market instruments
 
  Euroclear Bank S.A./N.V. Government securities
 
Israel Tel Aviv Stock Exchange Clearing Government securities, equities, corporate bonds and trust fund
  House Ltd. (TASE Clearing units
  House)  
 
Italy Monte Titoli S.p.A. Equities, corporate debt, government debt, money market
    instruments, and warrants
 
Ivory Coast Dépositaire Central – Banque de All securities traded on Bourse Régionale des Valeurs Mobilières,
  Règlement the West African regional exchange, including securities from the
    following West African nations: Benin, Burkina Faso, Guinea-
    Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.
 
  Banque Centrale des Etats Treasury bills and Treasury bonds issued by the following West
  d’Afrique de l’Ouest African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory
    Coast, Mali, Niger, Senegal and Togo.
 
Japan Bank of Japan – Financial Government securities
  Network System  
 
  Japan Securities Depository Equities, corporate bonds, and corporate money market instruments
  Center (JASDEC) Incorporated  

 

SCH B-3


 

Jordan Central Bank of Jordan Treasury bills, government bonds, development bonds, and public
    entity bonds
 
  Securities Depository Center Equities and corporate bonds
 
Kazakhstan Central Securities Depository Government securities, equities, corporate bonds, and money
    market instruments
 
Kenya Central Bank of Kenya Treasury bills and Treasury bonds
 
  Central Depository and Settlement Equities and corporate debt
  Corporation Limited  
 
Republic of Korea Securities Depository Equities, government securities, corporate bonds and money market
Korea   instruments
 
Kuwait Kuwait Clearing Company KSC Money market instruments, equities, and corporate bonds
 
Latvia Latvian Central Depository Equities, government securities, corporate bonds, and money
    market instruments
 
Lebanon Banque du Liban Government securities and certificates of deposit issued by the
    central bank
 
  Custodian and Clearing Center of Equities, corporate bonds and money market instruments
  Financial Instruments for Lebanon  
  and the Middle East (Midclear)  
  S.A.L.  
 
Lithuania Central Securities Depository of All securities available for public trading
  Lithuania  
 
Malawi Reserve Bank of Malawi Reserve Bank of Malawi bills and Treasury bills
Malaysia Bank Negara Malaysia Treasury bills, Bank Negara Malaysia bills, Malaysian government
    securities, private debt securities, and money market instruments
 
  Bursa Malaysia Depository Sdn. Securities listed on Bursa Malaysia Securities Berhad
  Bhd.  
 
Mali Dépositaire Central – Banque de All securities traded on Bourse Régionale des Valeurs Mobilières,
  Règlement the West African regional exchange, including securities from the
    following West African nations: Benin, Burkina Faso, Guinea-
    Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.
 
  Banque Centrale des Etats Treasury bills and Treasury bonds issued by the following West
  d’Afrique de l’Ouest African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory
    Coast, Mali, Niger, Senegal and Togo.
 
Mauritius Bank of Mauritius Government debt (traded through primary dealers)
 
  Central Depository and Settlement Listed and unlisted equity and debt securities (corporate debt and
  Co. Limited T-bills traded on the exchange)
 
Mexico S.D. Indeval, S.A. de C.V. All securities
Morocco Maroclear Eligible listed equities, corporate and government debt, certificates
    of deposit, commercial paper
 
Namibia Bank of Namibia Treasury bills
Netherlands Euroclear Nederland Government securities, equities, corporate bonds, corporate money
    market instruments, and stripped government bonds
 
New Zealand New Zealand Central Securities Government securities, equities, corporate bonds, and money
  Depository Limited market instruments
 
Niger Dépositaire Central – Banque de All securities traded on Bourse Régionale des Valeurs Mobilières,
  Règlement the West African regional exchange, including securities from the
    following West African nations: Benin, Burkina Faso, Guinea-
    Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.

 

SCH B-4


 

  Banque Centrale des Etats Treasury bills and Treasury bonds issued by the following West
  d’Afrique de l’Ouest African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory
    Coast, Mali, Niger, Senegal and Togo.
 
Nigeria Central Bank of Nigeria Treasury bills and government bonds
 
  Central Securities Clearing Equities and corporate bonds traded on the Nigeria Stock Exchange
  System Limited  
 
Norway Verdipapirsentralen All listed securities
Oman Muscat Clearing & Depository Equities, corporate bonds, government debt
  Company S.A.O.G.  
 
Pakistan Central Depository Company of Equities and corporate bonds
  Pakistan Limited  
 
  State Bank of Pakistan Government securities
 
Panama Central Latinoamericana de Equities, government and corporate debt, commercial paper, short-
  Valores, term securities
 
  S.A. (LatinClear)  
 
Peru CAVALI S.A. Institución de All securities in book-entry form traded on the stock exchange
  Compensación y Liquidación de  
  Valores  
 
Philippines Philippine Depository & Trust Eligible equities and debt
  Corporation  
 
  Registry of Scripless Securities Government securities
  (ROSS) of the Bureau of the  
  Treasury  
 
Poland Rejestr Papierów Warto[ciowych Treasury bills
 
  Krajowy Depozyt Papierów Equities, corporate bonds, corporate money market instruments,
  Warto[ciowych, S.A. Treasury bonds, warrants, and futures contracts
 
Portugal INTERBOLSA - Sociedad All local Portuguese instruments
  Gestora de Sistemas de  
  Liquidação e de Sistemas  
  Centralizados de Valores  
  Mobiliários, S.A.  
 
Qatar Qatar Central Securities Equities, government bonds and Treasury bills listed on the Qatar
  Depository Exchange
 
Romania National Bank of Romania Treasury bills and bonds
 
  S.C. Depozitarul Central S.A. Bursa de Valori Bucuresti- (Bucharest Stock Exchange-) listed
    equities, corporate bonds, government bonds, and municipal bonds
 
Russia National Settlement Depository Eligible equities, Obligatsii Federal’nogo Zaima (OFZs), and
    corporate debt denominated in RUB
 
Saudi Arabia Saudi Arabian Monetary Government securities and Saudi government development bonds
  Authority (SGDBs)
 
  Securities Depository Center Equities
  Company  
 
Senegal Dépositaire Central – Banque de All securities traded on Bourse Régionale des Valeurs Mobilières,
  Règlement the West African regional exchange, including securities from the
    following West African nations: Benin, Burkina Faso, Guinea-
    Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.
 
  Banque Centrale des Etats Treasury bills and Treasury bonds issued by the following West
  d’Afrique de l’Ouest African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory
    Coast, Mali, Niger, Senegal and Togo.

 

SCH B-5


 

Serbia Central Securities Depository and All instruments
  Clearinghouse  
Singapore Monetary Authority of Singapore Government securities
  The Central Depository (Pte.) Eligible listed equities and eligible private debt traded in Singapore
  Limited  
Slovak Republic Centrálny depozitár cenných All dematerialized securities
  papierov SR, a.s.  
Slovenia KDD – Centralna klirinško All publicly traded securities
  depotna dru~ba d.d.  
South Africa Strate (Pty) Ltd. Eligible equities, government securities, corporate bonds, money
    market instruments, and warrants
Spain IBERCLEAR Government securities, equities, warrants, money market
    instruments, and corporate bonds
Sri Lanka Central Bank of Sri Lanka Government securities
  Central Depository System (Pvt) Equities and corporate bonds
  Limited  
Republic of Central Registry of Securities in Government securities, equities, and corporate and municipal bonds
Srpska the Republic of Srpska JSC  
Swaziland Central Bank of Swaziland Treasury bills and Treasury bonds
Sweden Euroclear Sweden Government securities, equities, bonds, money market instruments,
    derivatives, exchange traded funds, and warrants
 
Switzerland SIX SIS AG Government securities, equities, corporate bonds, money market
    instruments, derivatives, mutual funds, and warrants
 
Taiwan - R.O.C. Central Bank of the Republic of Government securities
  China (Taiwan)  
 
  Taiwan Depository and Clearing Listed equities, short-term bills, and corporate bonds
  Corporation  
Tanzania Central Depository System (CDS), Equities and corporate bonds
  a department of the Dar es Salaam  
  Stock Exchange  
Thailand Thailand Securities Depository Government securities, equities and corporate bonds
  Company Limited  
Togo Dépositaire Central – Banque de All securities traded on Bourse Régionale des Valeurs Mobilières,
  Règlement the West African regional exchange, including securities from the
    following West African nations: Benin, Burkina Faso, Guinea-
    Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.
  Banque Centrale des Etats Treasury bills and Treasury bonds issued by the following West
  d’Afrique de l’Ouest African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory
    Coast, Mali, Niger, Senegal and Togo.
Tunisia Tunisie Clearing All eligible listed securities
Turkey Central Bank of Turkey Government securities
  Central Registry Agency Equities, corporate bonds, money market instruments, mutual fund
    certificates, exchange traded funds
Uganda Bank of Uganda Treasury bills and Treasury bonds
  Securities Central Depository Equities, corporate bonds
Ukraine National Depository of Ukraine Equities, bonds, and money market instruments

 

SCH B-6


 

United Arab Clearing, Settlement, Depository Equities, government securities, and corporate debt
Emirates – Abu and Registry department of the  
Dhabi Abu Dhabi Securities Exchange  
United Arab Clearing, Settlement and Equities, government securities, and corporate debt listed on the
Emirates – Depository Division, a department DFM
Dubai Financial of the Dubai Financial Market  
Market    
United Arab Central Securities Depository, Equities, corporate bonds, and corporate money market instruments
Emirates – owned and operated by NASDAQ  
Dubai Dubai Limited  
International    
Financial    
United Kingdom Euroclear UK & Ireland Limited GBP- and EUR-denominated money market instruments
Uruguay Banco Central del Uruguay Government securities
Venezuela Banco Central de Venezuela Government securities
Vietnam Vietnam Securities Depository Equities, government bonds, T-bills, corporate bonds, and public
    fund certificates
Zambia Bank of Zambia Treasury bills and Treasury bonds
  LuSE Central Shares Depository Treasury bonds, corporate bonds, and equities
  Limited  
Zimbabwe Chengetedzai Depository Equities and corporate bonds
  Company Limited  
  Reserve Bank of Zimbabwe Treasury bills and Treasury bonds
 
TRANSNATIONAL DEPOSITORIES  
Euroclear Bank S.A./N.V. Domestic securities from more than 40 markets
Clearstream Banking, S.A. Domestic securities from more than 50 markets

 

SCH B-7


 

SCHEDULE C – GLOBAL CUSTODY NETWORK PUBLICATIONS

Publication / Type of Information

(scheduled update frequency)

The Guide to Custody in World Markets

(regular my.statestreet.com updates)

Global Custody Network Review

(updated annually on my.statestreet.com)

Securities Depository Review

(updated annually on my.statestreet.com)

Global Legal Survey

(updated annually on my.statestreet.com)

Subcustodian Agreements

(available on CD-ROM annually)

Global Market Bulletin

(daily or as necessary via email and on my.statestreet.com)

Foreign Custody Risk Advisories

(provided as necessary and on my.statestreet.com)

Foreign Custody Manager Material Change Notices

(quarterly or as necessary and on my.statestreet.com)

Brief Description

An overview of settlement and safekeeping procedures, custody practices, and foreign investor considerations for the markets in which State Street offers custodial services.

Information relating to Foreign Subcustodians in State Street’s Global Custody Network. The Review stands as an integral part of the materials that State Street provides to its U.S. mutual fund clients to assist them in complying with SEC Rule 17f-5. The Review also gives insight into State Street’s market expansion and Foreign Subcustodian selection processes, as well as the procedures and controls used to monitor the financial condition and performance of our Foreign Subcustodian banks.

Custody risk analyses of the Foreign Securities Depositories presently operating in Network markets. This publication is an integral part of the materials that State Street provides to its U.S. mutual fund clients to meet informational obligations created by SEC Rule 17f-7.

With respect to each market in which State Street offers custodial services, opinions relating to whether local law restricts: (i) access of a fund’s independent public accountants to books and records of a Foreign Subcustodian or Foreign Securities System, (ii) a fund’s ability to recover in the event of bankruptcy or insolvency of a Foreign Subcustodian or Foreign Securities System, (iii) a fund’s ability to recover in the event of a loss by a Foreign Subcustodian or Foreign Securities System, and (iv) the ability of a foreign investor to convert cash and cash equivalents to U.S. dollars.

Copies of the contracts that State Street has entered into with each Foreign Subcustodian that maintains U.S. mutual fund assets in the markets in which State Street offers custodial services.

Information on changing settlement and custody conditions in markets where State Street offers custodial services. Includes changes in market and tax regulations, depository developments, dematerialization information, as well as other market changes that may impact State Street’s clients.

For those markets where State Street offers custodial services that exhibit special risks or infrastructures impacting custody, State Street maintains market advisories to highlight those unique market factors which might impact our ability to offer recognized custody service levels.

Informational letters and accompanying materials, pursuant to our role as Foreign Custody Manager, confirming State Street’s foreign custody arrangements, including a summary of material changes with Foreign Subcustodians that have occurred during the previous quarter. The notices also identify any material changes in the custodial risks associated with maintaining assets with Foreign Securities Depositories.

Please contact [email protected] with questions about this document.

The information contained in this document has been carefully researched and is believed to be reliable as of the publication date. Due to the complexities of the markets and changing conditions, however, State Street cannot guarantee that it is complete or accurate in every respect. This document should not be construed or used as a substitute for appropriate legal or investment counsel. Specific advice should be sought on matters relevant to the investment activities of the reader. This application contains proprietary information and is fully protected by relevant copyright laws worldwide.

Copyright 2017 State Street Corporation

www.statestreet.com      SCH C-1

 

SCHEDULE D – SPECIAL SUB-CUSTODIANS

SPECIAL SUB-CUSTODIANS

*[None/Name of Special Sub-Custodian(s)]

SCH D-1


 

LOAN SERVICES ADDENDUM

As used in this Addendum, the term “Fund”, in relation to a Loan (as defined below), includes a Portfolio on whose behalf the Fund acts with respect to the Loan.

     The following provisions will apply with respect to interests in commercial loans, including loan participations, whether the loans are bilateral or syndicated and whether any obligor is located in or outside of the United States (collectively, “Loans”), made or acquired by a Fund on behalf of one or more of its Portfolios.

     SECTION 1. PAYMENT CUSTODY. If a Fund wishes the Custodian to receive payments directly with respect to a Loan for credit to the bank account maintained by the Custodian for the Fund under the Custodian Agreement,

     (a) the Fund will cause the Custodian to be named as the Fund’s nominee for payment purposes under the relevant financing documents, e.g., in the case of a syndicated loan, the administrative contact for the agent bank, and otherwise provide for the payment to the Custodian of the payments with respect to the Loan; and

     (b) the Custodian will credit to the bank account maintained by the Custodian for the Fund under the Custodian Agreement any payment on or in respect of the Loan actually received by the Custodian and identified as relating to the Loan, but with any amount credited being conditional upon clearance and actual receipt by the Custodian of final payment.

     SECTION 2. MONITORING. If a Fund wishes the Custodian to monitor payments on and forward notices relating to a Loan,

     (a) the Fund will deliver, or cause to be delivered, to the Custodian a schedule identifying the amount and due dates of the scheduled principal payments, the scheduled interest payment dates and related payment amount information, and such other information with respect to the Loan as the Custodian may reasonably require in order to perform its services hereunder (collectively, “Loan Information”) and in such form and format as the Custodian may reasonably request; and

     (b) the Custodian will (i) if the amount of a principal, interest, fee or other payment with respect to the Loan is not received by the Custodian on the date on which the amount is scheduled to be paid as reflected in the Loan Information, provide a report to the Fund that the payment has not been received and (ii) if the Custodian receives any consent solicitation, notice of default or similar notice from any syndication agent, lead or obligor on the Loan, undertake reasonable efforts to forward the notice to the Fund.

SECTION 3. EXCULPATION OF THE CUSTODIAN.

     (a) Payment Custody and Monitoring. The Custodian will have no liability for any delay or failure by the Fund or any third party in providing Loan Information to the Custodian or for any inaccuracy or incompleteness of any Loan Information. The Custodian will have no obligation to verify, investigate, recalculate, update or otherwise confirm the accuracy or completeness of any Loan Information or other information or notices received by the Custodian in respect of the Loan. The Custodian will be entitled to (i) rely upon the Loan Information provided to it by or on behalf of the Fund or any other information or notices that the Custodian may receive from time to time from any syndication agent, lead or obligor or any similar party with respect to the Loan and (ii) update its records on the basis of such information or notices as may from time to time be received by the Custodian.

LSA-1


 

     (b) Any Service. The Custodian will have no obligation to (i) determine whether any necessary steps have been taken or requirements have been met for the Fund to have acquired good or record title to a Loan, (ii) ensure that the Fund’s acquisition of the Loan has been authorized by the Fund, (iii) collect past due payments on the Loan, preserve any rights against prior parties, exercise any right or perform any obligation in connection with the Loan (including taking any action in connection with any consent solicitation, notice of default or similar notice received from any syndication agent, lead or obligor on the Loan) or otherwise take any other action to enforce the payment obligations of any obligor on the Loan, (iv) become itself the record title holder of the Loan or (v) make any advance of its own funds with respect to the Loan.

     (c) Miscellaneous. The Custodian will not be considered to have been or be charged with knowledge of the sale of a Loan by the Fund, unless and except to the extent that the Custodian shall have received written notice of the sale from the Fund and the proceeds of the sale have been received by the Custodian for credit to the bank account maintained by the Custodian for the Fund under the Custodian Agreement. If any question arises as to the Custodian’s duties under this Addendum, the Custodian may request instructions from the Fund and will be entitled at all times to refrain from taking any action unless it has received Proper Instructions from the Fund. The Custodian will in all events have no liability, risk or cost for any action taken or omitted with respect to the Loan pursuant to Proper Instructions. The Custodian will have no responsibilities or duties whatsoever with respect to the Loan except as are expressly set forth in this Addendum.

LSA-2


 

Execution Version

FIRST AMENDMENT TO AMENDED AND RESTATED

MASTER CUSTODIAN AGREEMENT

     This first amendment dated January 18, 2018 (the “Amendment”) to the Amended and Restated Master Custodian Agreement dated September 15, 2017 (the “Agreement”) between State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”), and each management investment company listed on Appendix A thereto (each, a “Fund”). Custodian and each Fund may be referred to individually as a “Party” or collectively as the “Parties”.

     For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

The Parties hereby amend and restate Appendix A to the Agreement as set forth below:

APPENDIX A

VANGUARD CALIFORNIA TAX-FREE FUNDS Vanguard California Intermediate-Term Tax-Exempt Fund Vanguard California Long-Term Tax-Exempt Fund Vanguard California Municipal Money Market Fund

VANGUARD CHARLOTTE FUNDS

Vanguard Total International Bond Index Fund

VANGUARD CMT FUNDS

Vanguard Municipal Cash Management Fund

VANGUARD CONVERTIBLE SECURITIES FUND Vanguard Convertible Securities Fund

VANGUARD FENWAY FUNDS Vanguard PRIMECAP Core Fund

VANGUARD FIXED INCOME SECURITIES Vanguard Intermediate-Term Investment-Grade Fund Vanguard Short-Term Investment-Grade Fund Vanguard High-Yield Corporate Fund Vanguard Long-Term Investment-Grade Fund Vanguard Ultra-Short-Term Bond Fund

VANGUARD EXPLORER FUND Vanguard Explorer Fund

VANGUARD HORIZON FUNDS Vanguard Global Equity Fund Vanguard Strategic Equity Fund Vanguard Strategic Small-Cap Equity Fund

VANGUARD INDEX FUNDS

Vanguard 500 Index Fund

Information Classification: Limited Access


 

Execution Version

VANGUARD INSTITUTIONAL INDEX FUNDS
Vanguard Institutional Index Fund

VANGUARD INTERNATIONAL EQUITY INDEX FUNDS Vanguard Global ex-U.S. Real Estate Index Fund Vanguard Total World Stock Index Fund

VANGUARD MALVERN FUNDS

Vanguard Institutional Intermediate-Term Bond Fund Vanguard Institutional Short-Term Bond Fund Vanguard Capital Value Fund Vanguard U.S. Value Fund Vanguard Emerging Markets Bond Fund

Vanguard Short-Term Inflation-Protected Securities Index Fund

VANGUARD MASSACHUSETTS TAX-EXEMPT FUNDS

Vanguard Massachusetts Tax-Exempt Fund

VANGUARD MONTGOMERY FUNDS
Vanguard Market Neutral Fund

VANGUARD MORGAN GROWTH FUND
Vanguard Morgan Growth Fund

VANGUARD MUNICIPAL BOND FUNDS Vanguard High-Yield Tax-Exempt Fund Vanguard Intermediate-Term Tax-Exempt Fund Vanguard Limited-Term Tax-Exempt Fund Vanguard Long-Term Tax-Exempt Fund Vanguard Municipal Money Market Fund Vanguard Short-Term Tax-Exempt Fund Vanguard Tax-Exempt Bond Index Fund

VANGUARD NEW JERSEY TAX-FREE FUNDS Vanguard New Jersey Long-Term Tax-Exempt Fund Vanguard New Jersey Municipal Money Market Fund

VANGUARD NEW YORK TAX-FREE FUNDS Vanguard New York Long-Term Tax-Exempt Fund Vanguard New York Municipal Money Market Fund

VANGUARD OHIO TAX-FREE FUNDS
Vanguard Ohio Long-Term Tax-Exempt Fund

VANGUARD PENNSYLVANIA TAX-FREE FUNDS Vanguard Pennsylvania Long-Term Tax-Exempt Fund Vanguard Pennsylvania Municipal Money Market Fund

VANGUARD QUANTITATIVE FUNDS
Vanguard Growth and Income Fund

Information Classification: Limited Access


 

Execution Version

VANGUARD SCOTTSDALE FUND
Vanguard Explorer Value Fund
Vanguard Russell 3000 Index Fund

VANGUARD SPECIALIZED FUNDS
Dividend Appreciation Index Fund
Vanguard Energy Fund
Vanguard Health Care Fund

VANGUARD STAR FUNDS
Vanguard STAR Fund

VANGUARD TAX-MANAGED FUNDS
Vanguard Developed Markets Index Fund

VANGUARD TRUSTEES’ EQUITY FUND
Vanguard Alternative Strategies Fund
Vanguard Emerging Markets Select Stock Fund

VANGUARD VARIABLE INSURANCE FUNDS
Balanced Portfolio
Capital Growth Portfolio
Diversified Value Portfolio
Equity Income Portfolio
Equity Index Portfolio
Growth Portfolio
High Yield Bond Portfolio
Mid-Cap Index Portfolio
REIT Index Portfolio
International Portfolio
Small Company Growth Portfolio

VANGUARD WELLESLEY INCOME FUND
Vanguard Wellesley Income Fund

VANGUARD WHITEHALL FUNDS

Vanguard Emerging Markets Government Bond Index Fund Vanguard Mid-Cap Growth Fund Vanguard Selected Value Fund

VANGUARD WINDSOR FUNDS
Vanguard Windsor Fund
Vanguard Windsor II Fund

VANGUARD WORLD FUND
Vanguard Consumer Discretionary Index Fund
Vanguard Consumer Staples Index Fund
Vanguard Energy Index Fund
Vanguard Financials Index Fund
Vanguard FTSE Social Index Fund
Vanguard Health Care Index Fund

Information Classification: Limited Access


 



CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of Vanguard Windsor Funds of our reports dated December 13, 2018, relating to the financial statements and financial highlights, which appear in Vanguard Windsor Fund and Vanguard Windsor II Fund’s Annual Reports on Form N-CSR for the year ended October 31, 2018. We also consent to the references to us under the headings “Financial Statements”, “Service Providers—Independent Registered Public Accounting Firm” and “Financial Highlights” in such Registration Statement.

/s/PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 25, 2019


VANGUARD FUNDS
MULTIPLE CLASS PLAN

I. INTRODUCTION

     This Multiple Class Plan (the “Plan”) describes seven separate classes of shares that may be offered by investment company members of The Vanguard Group of Mutual Funds (collectively the “Funds,” individually a “Fund”). The Plan has been adopted pursuant to Rule 18f-3 under the Investment Company Act of 1940 (the “1940 Act”) to allow each Fund to offer multiple classes of shares in a manner permitted by Rule 18f-3, subject to the requirements imposed by the Rule. Each Fund may offer any one or more of the specified classes.

     The Plan has been approved by the Board of Directors of The Vanguard Group, Inc. (“VGI”). In addition, the Plan has been adopted by a majority of the Board of Trustees of each Fund (“Fund Board”), including a majority of the Trustees who are not interested persons of each Fund. The classes of shares offered by each Fund are designated in Schedule A hereto, as such Schedule may be amended from time to time.

II. SHARE CLASSES

A Fund may offer any one or more of the following share classes:

Investor Shares Admiral
Shares Institutional Shares
Institutional Plus Shares
Institutional Select Shares
ETF Shares
Transition Shares

III. DISTRIBUTION, AVAILABILITY AND ELIGIBILITY

     Distribution arrangements for all classes are described below. Distribution arrangements vary by VGI business line depending on the eligibility of the client segments to whom they market. Each Fund retains sole discretion in determining share class availability, and VGI retains discretion in determining whether Fund shares shall be offered either directly or through certain financial intermediaries, or on certain financial intermediary platforms. Eligibility requirements for purchasing shares of each class will differ, as follows:

A. Investor Shares

     Investor Shares generally will be available to investors who are not permitted to purchase other classes of shares, subject to the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. It is expected that the minimum investment amount for Investor Shares of a

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Fund will normally be lower than the amount required for any other class of shares of that Fund. Investor Shares are typically distributed by all VGI business lines.

B. Admiral Shares

     Admiral Shares generally will be available to retail, institutional, and other investors who meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. These eligibility requirements may include, but are not limited to the following factors: (i) the total amount invested in the Fund; or (ii) any other factors deemed appropriate by a Fund’s Board. Admiral Shares are typically distributed by all VGI business lines.

C. Institutional Shares

     Institutional Shares generally will be available to institutional and other investors who meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. It is expected that the minimum investment amount per account for Institutional Shares will be substantially higher than the amounts required for Investor Shares or Admiral Shares. Institutional Shares are typically distributed by Vanguard’s financial advisory services and institutional business lines.

D. Institutional Plus Shares

     Institutional Plus Shares generally will be available to institutional and other investors who meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. It is expected that the minimum investment amount for Institutional Plus Shares will be substantially higher than the amount required for Institutional Shares. Institutional Plus Shares are typically distributed by VGI’s financial advisory services and institutional business lines.

E. Institutional Select Shares

     Institutional Select Shares generally will be available to institutional investors who meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. It is expected that the minimum investment amount for Institutional Select Shares will be the highest among all Fund share classes. Institutional Select Shares are typically distributed by VGI’s institutional business line.

F. ETF Shares

     A Fund will sell ETF Shares to investors that are (or who purchase through) Authorized Participants, and who generally pay for their ETF shares by depositing a prescribed basket consisting predominantly of securities with the Fund. An Authorized Participant is an institution, usually a broker-dealer, that is a participant in the Depository Trust Company (DTC) and that has executed a Participant Agreement with the Fund’s distributor. Additional eligibility requirements may be specified in Schedule B hereto, as such Schedule may be amended from time to time. Investors

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who are not Authorized Participants may buy and sell ETF shares through various exchanges and market centers. ETF Shares are typically distributed by all VGI business lines.

G. Transition Shares

     Transition Shares generally will be available solely to Funds that operate as Funds-of-Funds and meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. Transition Shares are only internally distributed.

IV. SERVICE ARRANGEMENTS

     Shareholders in all share classes will receive a range of shareholder services provided by VGI. These services may include transaction processing and shareholder recordkeeping, as well as the mailing of updated prospectuses, shareholder reports, tax statements, confirmation statements, quarterly portfolio summaries, and other items. Each share class will bear its proportionate share of VGI’s cost of providing such services in accordance with Section VI of the Plan.

V.      CONVERSION FEATURES
  A.      Self-Directed Conversions
   1.      Conversion into Investor Shares, Admiral Shares, Institutional
   Shares Institutional Plus Shares, and Institutional Select Shares.
   Shareholders may conduct self-directed conversions from one share class into another share class of the same Fund for which they are eligible. Self-directed conversions may be initiated by the shareholder; however, depending upon the
   particular      share class and the complexity of the shareholder’s accounts, such
   conversions may require the assistance of a VGI representative. Shareholders may convert from one share class into another share class provided that
   following      the conversion the shareholder meets the then applicable eligibility
   requirements for the share class into which they are converting. Any such conversion will occur at the respective net asset values of the share classes next calculated after VGI’s receipt of the shareholder’s request in good order.
   2.      Conversion into ETF Shares. Except as otherwise provided, a
   shareholder may convert Investor Shares, Admiral Shares, or Institutional Shares into ETF Shares of the same Fund (if available), provided that: (i) the share class out of which the shareholder is converting and the ETF Shares declare and distribute dividends on the same schedule; (ii) the shares to be
   converted      are not held through an employee benefit plan; and (iii) following
   the conversion, the shareholder will hold ETF Shares through a brokerage account. Any such conversion will occur at the respective net asset values of the share classes next calculated after VGI’s receipt of the shareholder’s
  request      in good order. VGI or the Fund may charge an administrative fee to

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  process conversion transactions.
  B.      Automatic Conversions
   1.      Automatic conversion into Admiral Shares. VGI may
   automatically convert Investor Shares into Admiral Shares of the same Fund (if available), provided that following the conversion the shareholder meets the
   eligibility      requirements for Admiral Shares. Any such conversion will occur at
   the respective net asset values of the share classes next calculated after VGI’s conversion without the imposition of any charge. Such automatic conversions may occur on a periodic, or one-time basis. Automatic conversions may not apply to certain financial types of accounts (e.g., accounts held through certain intermediaries, or other accounts as may be excluded by VGI management).
   2.      Automatic conversion into Institutional Shares, Institutional
   Plus Shares, or Institutional Select Shares. VGI may conduct automatic conversions of any share class into either Institutional Shares, Institutional Plus Shares, or Institutional Select Shares in accordance with then-current eligibility requirements.
  C.      Involuntary Conversions and Cash Outs
   1.      Cash Outs. If a shareholder in any class of shares no longer meets
   the eligibility requirements for such shares, the Fund may, if permitted under applicable law, cash out the shareholder’s remaining account balance. Any such cash out will be preceded by written notice to the shareholder and will be subject to the Fund’s normal redemption fees, if any.
   2.      Conversion of Admiral Shares, Institutional Shares, and
   Institutional Plus Shares. If a shareholder no longer meets the eligibility
  requirements      for the share class currently held, the Fund may convert the
  shareholder’s      holdings into the share class for which such shareholder is
  eligible.      Any such conversion will be preceded by written notice to the
  shareholder,      and will occur at the respective net asset values of the share
  classes      without the imposition of any sales load, fee, or other charge.
  3.      Conversions of Transition Shares. When a Fund that issues
  Transition      Shares has completed the relevant portfolio transition, the Fund will
  convert      the Transition Shares to another share class of the same Fund as
  appropriate,      based on the eligibility requirements of such class as specified in
  Schedule      B hereto, as such Schedule may be amended from time to time.
  VI.      EXPENSE ALLOCATION AMONG CLASSES
  A.      Background

     VGI is a jointly-owned subsidiary of the Funds. VGI provides the Funds, on an at-cost basis, virtually all of their corporate management, administrative and

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distribution services. VGI also may provide investment advisory services on an at-cost basis to the Funds. VGI was established and operates pursuant to a Funds’ Service Agreement between itself and the Funds (the “Agreement”), and pursuant to certain exemptive orders granted by the U.S. Securities and Exchange Commission (“Exemptive Orders”). VGI’s direct and indirect expenses of providing corporate management, administrative and distribution services to the Funds are allocated among such Funds in accordance with methods specified in the Agreement or such other methods as may be approved by the Board of Directors of VGI (“VGI Board”) as permitted under the Agreement and by the Fund Board.1

B.      Class Specific Expenses
  1. Expenses for Account-Based Services. Expenses associated with VGI’s provision of account-based services to the Funds will be allocated among the share classes of each Fund on the basis of the amount incurred by each such class as follows:

     (a) Account maintenance expenses. Expenses associated with the maintenance of investor accounts will be proportionately allocated among each Fund’s share classes based upon a monthly determination of the costs to service each class of shares. Factors considered in this determination are (i) the percentage of total shareholder accounts represented by each class; and (ii) the percentage of total account transactions performed by VGI for each class.

     (b) Expenses of special servicing arrangements. Expenses relating to any special servicing arrangements for a specific class will be proportionally allocated among each eligible Fund’s share classes primarily based on their percentage of total shareholder accounts receiving the special servicing arrangements.

     (c) Literature production and mailing expenses. Expenses associated with shareholder reports, proxy materials and other literature will be allocated among each Fund’s share classes based upon the number of such items produced and mailed for each class.

     2. Other Class Specific Expenses. Expenses for the primary benefit of a particular share class will be allocated to that share class. Such expenses would include any legal fees attributable to a particular class.

1 In accordance with the methods set out in the Agreement and VGI Board and Fund Board approved methods, the expenses that would otherwise have been allocated to each Fund that operates as a Fund-of-Funds are reallocated to the approved share class of the underlying Funds in the Fund-of-Funds’ portfolio on a pro rata basis based on the Fund-of-Fund’s relative net assets invested in the underlying Fund’s share class.

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C.      Fund-Wide Expenses
  1.      Marketing and Distribution Expenses. Each share class will bear
  marketing and distribution expenses proportionate to the marketing and distribution expenses of the business lines that distribute that share class. Retail and institutional businesses expenses will be allocated based on the percentage of client accounts in each share class serviced by the respective
  business.      Financial advisory service expenses will be apportioned based on
  the percentage of assets in each share class.

Expenses associated with each share class will be allocated only among the Funds that have such share class according to the “Vanguard Modified Formula,” with each share class or each Fund treated as if it were a separate Fund. The Vanguard Modified Formula is set forth in the Agreement and in certain of the SEC Exemptive Orders. This allocation

has been deemed an appropriate allocation methodology by each Fund
Board under paragraph (c)(1)(v) of Rule 18f-3 under the 1940 Act.

 

     2. Asset Management Expenses. Expenses associated with management of a Fund’s assets (including all advisory, tax preparation and custody fees) will be allocated among the Fund’s share classes on the basis of their relative net assets.

     3. Other Fund Expenses. Any other Fund expenses not described above will be allocated among the share classes on the basis of their relative net assets.

VII. ALLOCATION OF INCOME, GAINS AND LOSSES

     Income, gains and losses will be allocated among each Fund’s share classes on the basis of their relative net assets. As a result of differences in allocated expenses, it is expected that the net income of, and dividends payable to, each class of shares will vary. Dividends and distributions paid to each class of shares will be calculated in the same manner, on the same day and at the same time.

VIII. VOTING AND OTHER RIGHTS

     Each share class will have: (i) exclusive voting rights on any matter submitted to shareholders that relates solely to its service or distribution arrangements; and (ii) separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of the other class; and (iii) in all other respects the same rights, obligations and privileges as each other, except as described in the Plan.

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IX. AMENDMENTS

     All material amendments to the Plan must be approved by a majority of the Board of Trustees of each Fund, including a majority of the Trustees who are not interested persons of the Fund. In addition, any material amendment to the Plan must be approved by the Board of Directors of VGI.

Original Board Approval: July 21, 2000
Last Approved by Board: November 30, 2018

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SCHEDULE A to

VANGUARD FUNDS MULTIPLE CLASS PLAN

Note: Transition Shares, when offered by a Fund, are available for a limited period of time and are then converted into another share class. For this reason, Transition Shares are not shown on Schedule A.

Vanguard Fund Share Classes Authorized
 
Vanguard Admiral Funds  
Treasury Money Market Fund Investor
S&P 500 Value Index Fund Institutional, ETF
S&P 500 Growth Index Fund Institutional, ETF
S&P MidCap 400 Index Fund Institutional, ETF
S&P MidCap 400 Value Index Fund Institutional, ETF
S&P MidCap 400 Growth Index Fund Institutional, ETF
S&P SmallCap 600 Index Fund Institutional, ETF
S&P SmallCap 600 Value Index Fund Institutional, ETF
S&P SmallCap 600 Growth Index Fund Institutional, ETF
 
Vanguard Bond Index Funds  
Short-Term Bond Index Fund Investor, Admiral, Institutional,
    Institutional Plus, ETF
Intermediate-Term Bond Index Fund Investor, Admiral, Institutional, Institutional
    Plus, ETF
Long-Term Bond Index Fund Investor, Admiral, Institutional,
    Institutional Plus, ETF
Total Bond Market Index Fund Investor, Admiral, Institutional, Institutional
    Plus, Institutional Select, ETF
Total Bond Market II Index Fund Investor, Institutional
Inflation-Protected Securities Fund Investor, Admiral, Institutional
 
Vanguard California Tax-Free Funds  
Municipal Money Market Fund Investor
Intermediate-Term Tax-Exempt Fund Investor, Admiral
Long-Term Tax-Exempt Fund Investor, Admiral
 
Vanguard Charlotte Funds  
Total International Bond Index Fund Investor, Admiral, Institutional,
    Institutional Select, ETF
Global Credit Bond Fund Investor, Admiral

 

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Vanguard Fund Share Classes Authorized
 
Vanguard Chester Funds  
PRIMECAP Fund Investor, Admiral
Target Retirement Income Fund Investor
Target Retirement 2010 Fund Investor
Target Retirement 2015 Fund Investor
Target Retirement 2020 Fund Investor
Target Retirement 2025 Fund Investor
Target Retirement 2030 Fund Investor
Target Retirement 2035 Fund Investor
Target Retirement 2040 Fund Investor
Target Retirement 2045 Fund Investor
Target Retirement 2050 Fund Investor
Target Retirement 2055 Fund Investor
Target Retirement 2060 Fund Investor
Target Retirement 2065 Fund Investor
Institutional Target Retirement Income Fund Institutional
Institutional Target Retirement 2010 Fund Institutional
Institutional Target Retirement 2015 Fund Institutional
Institutional Target Retirement 2020 Fund Institutional
Institutional Target Retirement 2025 Fund Institutional
Institutional Target Retirement 2030 Fund Institutional
Institutional Target Retirement 2035 Fund Institutional
Institutional Target Retirement 2040 Fund Institutional
Institutional Target Retirement 2045 Fund Institutional
Institutional Target Retirement 2050 Fund Institutional
Institutional Target Retirement 2055 Fund Institutional
Institutional Target Retirement 2060 Fund Institutional
Institutional Target Retirement 2065 Fund Institutional
 
Vanguard Convertible Securities Fund Investor
 
Vanguard Explorer Fund Investor, Admiral
 
Vanguard Fenway Funds  
Equity Income Fund Investor, Admiral
Growth Equity Fund Investor
PRIMECAP Core Fund Investor
 
Vanguard Fixed Income Securities Funds  
Ultra-Short-Term Bond Fund Investor, Admiral
Real Estate II Index Fund Institutional Plus
Short-Term Treasury Fund Investor, Admiral
Short-Term Federal Fund Investor, Admiral
Short-Term Investment-Grade Fund Investor, Admiral, Institutional
Intermediate-Term Treasury Fund Investor, Admiral
Intermediate-Term Investment-Grade Fund Investor, Admiral
GNMA Fund Investor, Admiral

 

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Vanguard Fund Share Classes Authorized
 
Long-Term Treasury Fund Investor, Admiral
Long-Term Investment-Grade Fund Investor, Admiral
High-Yield Corporate Fund Investor, Admiral
 
Vanguard Horizon Funds  
Capital Opportunity Fund Investor, Admiral
Global Equity Fund Investor
Strategic Equity Fund Investor
Strategic Small-Cap Equity Fund Investor
 
Vanguard Index Funds  
500 Index Fund Investor, Admiral, Institutional Select, ETF
Extended Market Index Fund Investor, Admiral, Institutional,
    Institutional Plus, Institutional Select, ETF
Growth Index Fund Investor, Admiral, Institutional, ETF
Large-Cap Index Fund Investor, Admiral, Institutional, ETF
Mid-Cap Growth Index Fund Investor, Admiral, ETF
Mid-Cap Index Fund Investor, Admiral, Institutional,
    Institutional Plus, ETF
Mid-Cap Value Index Fund Investor, Admiral, ETF
Small-Cap Growth Index Fund Investor, Admiral, Institutional, ETF
Small-Cap Index Fund Investor, Admiral, Institutional,
    Institutional Plus, ETF
Small-Cap Value Index Fund Investor, Admiral, Institutional, ETF
Total Stock Market Index Fund Investor, Admiral, Institutional, Institutional
    Plus, Institutional Select, ETF
Value Index Fund Investor, Admiral, Institutional, ETF
 
Vanguard Institutional Index Funds  
Institutional Index Fund Institutional, Institutional Plus
Institutional Total Stock Market Index Fund Institutional, Institutional Plus
 
Vanguard International Equity Index Funds  
Emerging Markets Stock Index Fund Investor, Admiral, Institutional,
    Institutional Plus
  FTSE Emerging Markets ETF ETF
European Stock Index Fund Investor, Admiral, Institutional,
    Institutional Plus
  FTSE Europe ETF ETF
FTSE All-World ex US Index Fund Investor, Admiral, Institutional, Institutional
    Plus, ETF
Pacific Stock Index Fund Investor, Admiral, Institutional,
    Institutional Plus
  FTSE Pacific ETF ETF
Total World Stock Index Fund Investor, Admiral, Institutional, ETF
FTSE All World ex-US Small-Cap Index Fund Investor, Admiral, Institutional, ETF
Global ex-U.S. Real Estate Index Fund Investor, Admiral, Institutional, ETF

 

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Vanguard Fund Share Classes Authorized
 
Vanguard Malvern Funds  
Capital Value Fund Investor
Short-Term Inflation-Protected Securities  
  Index Fund Investor, Admiral, Institutional, ETF
U.S. Value Fund Investor
Institutional Short-Term Bond Fund Institutional Plus
Institutional Intermediate-Term Bond Fund Institutional Plus
Core Bond Fund Investor, Admiral
Emerging Markets Bond Fund Investor, Admiral
 
Vanguard Massachusetts Tax-Exempt Funds  
Massachusetts Tax-Exempt Fund Investor
 
Vanguard Money Market Funds  
Prime Money Market Fund Investor, Admiral
Federal Money Market Fund Investor
 
Vanguard Morgan Growth Fund Investor, Admiral
 
Vanguard Montgomery Funds  
Market Neutral Fund Investor, Institutional
 
Vanguard Municipal Bond Funds  
Municipal Money Market Fund Investor
Short-Term Tax-Exempt Fund Investor, Admiral
Limited-Term Tax-Exempt Fund Investor, Admiral
Intermediate-Term Tax-Exempt Fund Investor, Admiral
Long-Term Tax-Exempt Fund Investor, Admiral
High-Yield Tax-Exempt Fund Investor, Admiral
Tax-Exempt Bond Index Fund Investor, Admiral, ETF
 
Vanguard New Jersey Tax-Free Funds  
Municipal Money Market Fund Investor
Long-Term Tax-Exempt Fund Investor, Admiral
 
Vanguard New York Tax-Free Funds  
Municipal Money Market Fund Investor
Long-Term Tax-Exempt Fund Investor, Admiral
 
Vanguard Ohio Tax-Free Funds  
Long-Term Tax-Exempt Fund Investor
 
Vanguard Pennsylvania Tax-Free Funds  
Municipal Money Market Fund Investor
Long-Term Tax-Exempt Fund Investor, Admiral

 

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Vanguard Fund Share Classes Authorized
 
Vanguard Quantitative Funds  
Growth and Income Fund Investor, Admiral
 
Vanguard Scottsdale Funds  
Short-Term Treasury Index Fund Institutional, Admiral, ETF
Intermediate-Term Treasury Index Fund Institutional, Admiral, ETF
Long-Term Treasury Index Fund Institutional, Admiral, ETF
Short-Term Corporate Bond Index Fund Institutional, Admiral, ETF
Intermediate-Term Corporate Bond Index Fund Institutional, Admiral, ETF
Long-Term Corporate Bond Index Fund Institutional, Admiral, ETF
Mortgage-Backed Securities Index Fund Institutional, Admiral, ETF
Explorer Value Fund Investor
Russell 1000 Index Fund Institutional, ETF
Russell 1000 Value Index Fund Institutional, ETF
Russell 1000 Growth Index Fund Institutional, ETF
Russell 2000 Index Fund Institutional, ETF
Russell 2000 Value Index Fund Institutional, ETF
Russell 2000 Growth Index Fund Institutional, ETF
Russell 3000 Index Fund Institutional, ETF
Total Corporate Bond ETF ETF
Total World Bond ETF ETF
 
Vanguard Specialized Funds  
Energy Fund Investor, Admiral
Global Capital Cycles Fund Investor
Health Care Fund Investor, Admiral
Dividend Growth Fund Investor
Real Estate Index Fund Investor, Admiral, Institutional, ETF
Dividend Appreciation Index Fund Investor, Admiral, ETF
 
Vanguard STAR Funds  
LifeStrategy Conservative Growth Fund Investor
LifeStrategy Growth Fund Investor
LifeStrategy Income Fund Investor
LifeStrategy Moderate Growth Fund Investor
STAR Fund Investor
Total International Stock Index Fund Investor, Admiral, Institutional,
    Institutional Plus, Institutional Select,
    ETF
Vanguard Tax-Managed Funds  
Tax-Managed Balanced Fund Admiral
Tax-Managed Capital Appreciation Fund Admiral, Institutional
Developed Markets Index Fund Investor, Admiral, Institutional,
    Institutional Plus
  FTSE Developed Markets ETF ETF
Tax-Managed Small-Cap Fund Admiral, Institutional

 

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Vanguard Fund Share Classes Authorized
 
Vanguard Trustees’ Equity Fund  
International Value Fund Investor
Diversified Equity Fund Investor
Emerging Markets Select Stock Fund Investor
Alternative Strategies Fund Investor
 
Vanguard Valley Forge Funds  
Balanced Index Fund Investor, Admiral, Institutional
Managed Payout Fund Investor
 
Vanguard Variable Insurance Funds  
Balanced Portfolio Investor
Conservative Allocation Portfolio Investor
Diversified Value Portfolio Investor
Equity Income Portfolio Investor
Equity Index Portfolio Investor
Growth Portfolio Investor
Global Bond Index Portfolio Investor
Total Bond Market Index Portfolio Investor
High Yield Bond Portfolio Investor
International Portfolio Investor
Mid-Cap Index Portfolio Investor
Moderate Allocation Portfolio Investor
Money Market Portfolio Investor
Real Estate Index Portfolio Investor
Short-Term Investment Grade Portfolio Investor
Small Company Growth Portfolio Investor
Capital Growth Portfolio Investor
Total International Stock Market Index Portfolio Investor
Total Stock Market Index Portfolio Investor
 
Vanguard Wellesley Income Fund Investor, Admiral
 
Vanguard Wellington Fund  
U.S. Liquidity Factor ETF ETF
U.S. Minimum Volatility ETF ETF
U.S. Momentum Factor ETF ETF
U.S. Multifactor ETF ETF
U.S. Multifactor Fund Admiral
U.S. Quality Factor ETF ETF
U.S. Value Factor ETF ETF
Wellington Fund Investor, Admiral

 

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Vanguard Fund Share Classes Authorized
 
Vanguard Whitehall Funds  
Selected Value Fund Investor
Mid-Cap Growth Fund Investor
International Explorer Fund Investor
High Dividend Yield Index Fund Investor, Admiral, ETF
Emerging Markets Government  
  Bond Index Fund Investor, Admiral, Institutional, ETF
Vanguard Global Minimum Volatility Fund Investor, Admiral
International Dividend Appreciation Index Fund Investor, Admiral, ETF
International High Dividend Yield Index Fund Investor, Admiral, ETF
 
Vanguard Windsor Funds  
Windsor Fund Investor, Admiral
Windsor II Fund Investor, Admiral
 
Vanguard World Fund  
Extended Duration Treasury Index Fund Institutional, Institutional Plus, ETF
FTSE Social Index Fund Investor, Admiral, Institutional
Global Wellesley Income Fund Investor, Admiral
Global Wellington Fund Investor, Admiral
International Growth Fund Investor, Admiral
Mega Cap Index Fund Institutional, ETF
Mega Cap Growth Index Fund Institutional, ETF
Mega Cap Value Index Fund Institutional, ETF
U.S. Growth Fund Investor, Admiral
Consumer Discretionary Index Fund Admiral, ETF
Consumer Staples Index Fund Admiral, ETF
Energy Index Fund Admiral, ETF
Financials Index Fund Admiral, ETF
Health Care Index Fund Admiral, ETF
Industrials Index Fund Admiral, ETF
Information Technology Index Fund Admiral, ETF
Materials Index Fund Admiral, ETF
Communication Services Index Fund Admiral, ETF
Utilities Index Fund Admiral, ETF
ESG U.S. Stock ETF ETF
ESG International Stock ETF ETF

 

Original Board Approval: July 21, 2000
Last Updated: January 23, 2019

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SCHEDULE B
to
VANGUARD FUNDS MULTIPLE CLASS
PLAN

VGI has policies and procedures designed to ensure consistency and compliance with the offering of multiple classes of shares within this Multiple Class Plan’s eligibility requirements.2 These policies are reviewed and monitored on an ongoing basis in conjunction with VGI’s Compliance Department.

Investor Shares - Eligibility Requirements

Investor Shares generally require a minimum initial investment and ongoing account balance of $3,000 ($50,000 for Vanguard Treasury Money Market Fund). Personal Advisor Services clients, clients investing through financial intermediaries, and institutional clients may hold Investor Shares without restriction in Funds that do not offer Admiral Shares. A Vanguard Fund may, from time to time, establish higher or lower minimum amounts for Investor Shares. Each Fund and VGI also reserve the right to establish higher or lower minimum amounts for certain investors or a group of investors.

Financial intermediaries that serve as mutual fund supermarkets may only invest in Investor Shares of Funds in which Investor Shares are available and may not invest in other share classes of such Funds. Mutual fund supermarket means a program or platform offered by a financial intermediary through which such intermediary’s retail clients may purchase and sell mutual funds offered by a variety of independent fund families on a self-directed basis without advice or recommendation from a financial advisor or broker. This definition may be changed or amended at any time and without prior notice as may be determined in the discretion of VGI management. Nothing in the definition of mutual fund supermarket should be construed to prohibit Vanguard Brokerage Services from offering the Funds’ other share classes to its eligible clients.

Admiral Shares – Eligibility Requirements

Admiral Shares generally are intended for clients who meet the required minimum initial investment and ongoing account balance of $3,000 for retail clients in index Funds and $50,000 for retail clients in actively-managed Funds. Personal Advisor Services clients, clients investing through financial intermediaries and institutional clients may hold Admiral Shares of both index and actively-managed Funds without restriction. Funds may, from time to time, establish higher or lower minimum amounts for Admiral Shares, and each Fund and VGI reserve the right to establish higher or lower minimum amounts for certain investors or a group of investors. Admiral Share class eligibility also is subject to the following rule:

  • Certain Retirement Plans – Admiral Shares of actively-managed Funds generally are not available for SIMPLE IRAs and Vanguard Individual 401(k) Plans.3
  • Mutual Fund Supermarkets – Admiral Shares are not available to mutual fund supermarkets, except where a Fund does not have Investor Shares.

2 The eligibility of a Fund that operates as a Fund-of-Funds to invest in a particular share class of an underlying Fund is determined by VGI and the Fund Board.

3 Admiral Share classes of all Funds are available to 403(b) plan participants in Vanguard’s Retail 403(b) business, which is serviced by The Newport Group.


 

Institutional Shares – Eligibility Requirements

Institutional Shares generally require a minimum initial investment and ongoing account balance of $5,000,000. However, each Fund and VGI also reserve the right to establish higher or lower minimum amounts for certain investors or a group of investors.

Institutional Share class eligibility also is subject to the following special rules:4

  • Retail clients. Retail clients may hold Institutional Shares by aggregating up to 3 accounts held by
      the      same client (same tax I.D. number) in a single Fund.
  • Financial intermediary clients. Financial intermediaries generally may hold Institutional Shares for
      the      benefit of their underlying clients provided that:
      (1)      each underlying investor individually meets the investment minimum amount described above;
      and     
      (2)      the financial intermediary agrees to monitor ongoing compliance of the underlying investor
      accounts      with the investment minimum amount; or
      (3)      an arrangement is established between VGI and the financial intermediary to allow VGI to
      monitor      compliance with the eligibility requirements.
      Home      office model portfolios offered on wealth management platforms administered by financial
      intermediaries      5 may offer Institutional Shares, provided:
      (1)      the financial intermediary in aggregate at the firm level, excluding custody assets, has total assets of at least $25 billion invested in Vanguard; and
      (2)      the financial intermediary in aggregate at the firm level, excluding custody assets, meets the investment minimum of Institutional Shares for the Fund.
      A      home office model portfolio must meet the following criteria:
      (1)      the allocations and Funds used in the model portfolios on the platform are set and selected by the
      financial      intermediary (i.e., the firm itself);
      (2)      the allocations and Funds used in the model portfolios on the platform are not subject to change
      by      individual financial advisors; and
      (3)      an arrangement is established between VGI and the financial intermediary to allow VGI to
      monitor      compliance with the eligibility requirements.
  • Institutional clients. An institutional client may hold Institutional Shares if the total amount
      aggregated      among all accounts held by such a client (including accounts held through financial
      intermediaries)      and invested in the Fund is at least $5 million (or such higher minimum required by
      the      individual Fund). Such an institutional client must disclose to VGI on behalf of its accounts the
      following:      (1) that the client acts as a common-decision maker6 for each account; and (2) the total
      balance      in each account in the Fund.

    4 The following special rules also apply to Vanguard Prime Money Market Fund – Admiral Shares. 5 For purposes of this Schedule B, this is not intended to include robo advisors.

    6 For purposes of this Schedule B, a common-decision maker includes, but is not limited to, a corporate entity that controls multiple pools of assets invested in a Fund. For example, a corporate entity that acts as a plan sponsor for a retirement plan may have one or more investment committees or boards of trustees overseeing both the retirement plan account as well as other accounts invested in the Fund. In this case, the corporate entity would be considered a common-decision maker for each account where there is a common membership across each investment committee or governing body making investment decisions for each account. Common-decision makers do not include financial intermediaries.


     

    • Institutional clients with assets in certain Vanguard collective investment trusts and Funds.
      Institutional clients with assets in the following collective investment trusts and Funds may aggregate such assets with assets invested in the corresponding Funds listed below in the right column (“Corresponding Funds”) for purposes of meeting the investment minimum for Institutional Shares of the Corresponding Funds.

    Trust/Fund

    Vanguard Institutional Total Stock Market Index Trust Vanguard Institutional Total Stock Market Index Trust Vanguard Institutional Total Bond Market Index Trust Vanguard Institutional Total International Stock Market Index Trust Vanguard Institutional 500 Index Trust Vanguard Institutional 500 Index Trust Vanguard Institutional Extended Market Index Trust

    Vanguard Employee Benefit Index Fund

    Vanguard Employee Benefit Index Fund

    Vanguard Russell 1000 Growth Index Trust Vanguard Russell 1000 Value Index Trust Vanguard Russell 2000 Growth Index Trust Vanguard Russell 2000 Value Index Trust Vanguard Target Retirement Trust

    Corresponding Fund

    Vanguard Total Stock Market Index Fund Vanguard Institutional Total Stock Market Index Fund Vanguard Total Bond Market Index Fund Vanguard Total International Stock Market Index Fund Vanguard Institutional Index Fund Vanguard 500 Index Fund Vanguard Extended Market Index Fund

    Vanguard Institutional Index Fund

    Vanguard 500 Index Fund

    Vanguard Russell 1000 Growth Index Fund Vanguard Russell 1000 Value Index Fund Vanguard Russell 2000 Growth Index Fund Vanguard Russell 2000 Value Index Fund Vanguard Institutional Target Retirement Fund (full suite)

     

    • Investment by Vanguard Target Retirement Collective Trust. A Vanguard Target Retirement Trust that is a collective trust exempt from regulation under the Investment Company Act and that seeks to achieve its investment objective by investing in underlying Funds (a “TRT”) may hold Institutional Shares of an underlying Fund whether or not its investment meets the minimum investment threshold specified above.
    • Accumulation Period ç Accounts funded through regular contributions (e.g., employer sponsored participant contribution plans), whose assets are expected to quickly achieve eligibility levels, may qualify for Institutional Shares upon account creation, rather than undergoing the conversion process shortly after account set-up if VGI management determines that the account will become eligible for Institutional Shares within a limited period of time (generally 90 days). The accumulation period eligibility is subject to the discretion of VGI management.

     

    Institutional Plus Shares - Eligibility Requirements

    Institutional Plus Shares generally require a minimum initial investment and ongoing account balance of $100,000,000. However, each Fund and VGI also reserve the right to establish higher or lower minimum amounts for certain investors or a group of investors. Institutional Plus Share class eligibility also is subject to the following special rules:

    • Retail clients. Retail clients may hold Institutional Plus Shares by aggregating up to 3 accounts held by the same client (same tax I.D. number) in a single Fund. For purposes of this rule, VGI management is authorized to permit aggregation of a greater number of accounts in the case of clients whose aggregate assets within the Funds are expected to generate substantial economies in the servicing of their accounts.
    • Institutional clients. An institutional client may hold Institutional Plus Shares if the total amount aggregated among all accounts held by such client (including accounts held through financial intermediaries) and invested in the Fund is at least $100 million (or such higher or lower minimum required by the individual Fund). Such an institutional client must disclose to VGI on behalf of its accounts the following: (1) that the client acts as a common-decision maker for each account; and (2) the total balance in each account held in the Fund.
    • Institutional clients with assets in certain Vanguard collective investment trusts and Funds.
      Institutional clients with assets in the following collective investment trusts and Funds may aggregate such assets with assets invested in the corresponding Funds listed below in the right column (“Corresponding Funds”) for purposes of meeting the investment minimum for Institutional Plus Shares of the Corresponding Funds.

    Trust/Fund

    Vanguard Institutional Total Stock Market Index Trust Vanguard Institutional Total Stock Market Index Trust Vanguard Institutional Total Bond Market Index Trust Vanguard Institutional Total International Stock Market Index Trust Vanguard Institutional 500 Index Trust Vanguard Institutional 500 Index Trust Vanguard Institutional Extended Market Index Trust

    Vanguard Employee Benefit Index Fund

    Corresponding Fund

    Vanguard Total Stock Market Index Fund Vanguard Institutional Total Stock Market Index Fund Vanguard Total Bond Market Index Fund Vanguard Total International Stock Market Index Fund Vanguard Institutional Index Fund Vanguard 500 Index Fund Vanguard Extended Market Index Fund

    Vanguard Institutional Index Fund

     


     

    Vanguard Employee Benefit Index Fund

    Vanguard Russell 1000 Growth Index Trust Vanguard Russell 1000 Value Index Trust Vanguard Russell 2000 Growth Index Trust Vanguard Russell 2000 Value Index Trust Vanguard Target Retirement Trust

    Vanguard 500 Index Fund

    Vanguard Russell 1000 Growth Index Fund Vanguard Russell 1000 Value Index Fund Vanguard Russell 2000 Growth Index Fund Vanguard Russell 2000 Value Index Fund Vanguard Institutional Target Retirement Fund (full suite)

     

  • Financial intermediary clients. Financial intermediaries generally may hold Institutional Plus Shares
      for      the benefit of their underlying clients provided that:
      (1)      each underlying investor individually meets the investment minimum amount described above;
      and     
      (2)      the financial intermediary agrees to monitor ongoing compliance of the underlying investor
      accounts      with the investment minimum amount; or
      (3)      an arrangement is established between VGI and the financial intermediary to allow VGI to
      monitor      compliance with the eligibility requirements.
      Home      office model portfolios offered on wealth management platforms administered by financial
      intermediaries      may offer Institutional Plus Shares, provided:
      (1)      the financial intermediary in aggregate at the firm level, excluding custody assets, has total assets of at least $25 billion invested in Vanguard; and
      (2)      the financial intermediary in aggregate at the firm level, excluding custody assets, meets the investment minimum of Institutional Plus Shares for the Fund.
      A      home office model portfolio must meet the following criteria:
      (1)      the allocations and Funds used in the model portfolios on the platform are set and selected by the
      financial      intermediary (i.e., the firm itself);
      (2)      the allocations and Funds used in the model portfolios on the platform are not subject to change
      by      individual financial advisors; and
      (3)      an arrangement is established between VGI and the financial intermediary to allow VGI to
      monitor      compliance with the eligibility requirements.
  • Accumulation Period - Accounts funded through regular contributions (e.g., employer sponsored
      participant      contribution plans), whose assets are expected to quickly achieve eligibility levels, may
      qualify      for Institutional Plus Shares upon account creation, rather than undergoing the conversion
      process      shortly after account set-up if VGI management determines that the account will become
      eligible      for Institutional Plus Shares within a limited period of time (generally 90 days). The
      accumulation      period eligibility is subject to the discretion of VGI management.

     

    • Asset Allocation Models - Clients with defined asset allocation models whose assets meet eligibility requirements may qualify for Institutional Plus Shares if such models comply with policies and procedures that have been approved by VGI management.

    Institutional Select Shares - Eligibility Requirements

    Institutional Select Shares generally require a minimum initial investment and ongoing account balance of $3,000,000,000. However, each Fund and VGI also reserve the right to establish higher or lower minimum amounts for certain investors or a group of investors. Institutional Select Share class eligibility also is subject to the following special rules:

  • Institutional clients. An institutional client may hold Institutional Select Shares if the total amount
      aggregated      among all accounts held by such client (including accounts held through financial
      intermediaries)      and invested in the Fund is at least $3 billion (or such higher or lower minimum
      required      by the individual Fund). Such an institutional client must disclose to VGI on behalf of its
      accounts      the following: (1) the client acts as a common-decision maker for each account; and (2) the
      total      balance in each account in the Fund.
  • Financial intermediary clients. Financial intermediaries generally may hold Institutional Select
      Shares      for the benefit of their underlying clients provided that:
      (1)      each underlying investor individually meets the investment minimum amount described above;
      and     
      (2)      the financial intermediary agrees to monitor ongoing compliance of the underlying investor
      accounts      with the investment minimum amount; or
      (3)      an arrangement is established between VGI and the financial intermediary to allow VGI to
      monitor      compliance with the eligibility requirements.
  • Accumulation Period - Accounts funded through regular contributions (e.g. employer sponsored
      participant      contribution plans), whose assets are expected to quickly achieve eligibility levels, may
      qualify      for Institutional Select Shares upon account creation, rather than undergoing the conversion
      process      shortly after account set-up, if VGI management determines that the account will become
      eligible      for Institutional Select Shares within a limited period of time (generally 90 days). The
      accumulation      period eligibility is subject to the discretion of VGI management.
  • Investment by VGI collective investment trusts with a similar mandate. A VGI collective
      investment      trust exempt from regulation under the Investment Company Act and that seeks to
      achieve      its investment objective by investing in an underlying Fund with an index-based mandate
      may      hold Institutional Select Shares of an underlying Fund with a similar index-based mandate
      whether      or not its investment meets the minimum investment threshold specified above.

    ETF Shares – Eligibility Requirements

    The eligibility requirements for ETF Shares will be set forth in the Fund’s registration statement. To be eligible to purchase ETF Shares directly from a Fund, an investor must be (or must purchase through) an Authorized Participant, as defined in Paragraph III.F of the Multiple Class Plan. Investors purchasing ETF Shares from a Fund must purchase a minimum number of shares, known as a Creation Unit. The number of ETF Shares in a Creation Unit may vary from Fund to Fund, and will be set forth in the relevant Fund’s prospectus. The value of a Fund’s Creation Unit will vary with the net asset value of the


     

    Fund’s ETF Shares, but is expected to be several million dollars. An eligible investor generally must purchase a Creation Unit by depositing a prescribed basket consisting predominantly of securities with the Fund.

    Transition Shares – Eligibility Requirements

    Transition Shares will be offered only to Funds that operate as a Fund-of-Funds and only by an underlying Fund (i) that is receiving assets in kind from one or more Funds and (ii) that will “transition” those in-kind assets by selling some or all of them and using the proceeds to purchase different assets. There is no minimum investment amount for Transition Shares.

    Original Board Approval: July 21, 2000 Last Approved by Board: November 30, 2018


    2200 ROSS AVENUE • 31ST FLOOR • DALLAS, TX 75201-2761 • (214) 665-1900 • www.barrowhanley.com

    BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC Revised December 31, 2018


     

    BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC
    CODE OF ETHICS
    Table of Contents
     
    Introduction ii
    Definitions iii
    I. Policy for Possession of Material Non-Public Information (MNPI) 1
    II. Duty of Confidentiality 3
    III. Procedures for Access Persons 4
    IV. Exempted Transactions 7
    V. Compliance Procedures 8
    VI. Chief Compliance Officer’s Authority and Duties 12
    VII. Reporting of Violations 12
    VIII. Reporting to the Board of Managers 13
    IX. Sanctions 13
    X. Retention of Records 14
    Exhibits  
      INITIAL REPORT OF ACCESS PERSONS A
      ANNUAL REPORT OF ACCESS PERSONS B
      QUARTERLY TRANSACTIONS REPORT OF ACCESS PERSONS C
      PERSONAL REPORTABLE SECURITIES TRANSACTION PRE-CLEARANCE FORM OF ACCESS PERSONS D
      PERSONAL POLITICAL CONTRIBUTION PRE-CLEARANCE FORM OF ACCESS PERSONS E
      LIST OF REPORTABLE FUNDS OF ACCESS PERSONS F

     

    BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC

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    Introduction

    Barrow, Hanley, Mewhinney & Strauss, LLC (the “Firm” or “BHMS”) has adopted this Code of Ethics ("Code") in its current form in compliance with the requirements of Sections 204A-1 of the Investment Advisers Act of 1940 (the "Advisers Act") and Section 17(j) of the Investment Company Act of 1940, and this Code was last amended on December 31, 2018. The Code requires the Firm’s Access Persons to comply with the federal securities laws, sets standards of business conduct required of the Firm’s supervised persons and addresses conflicts that arise from personal transactions and other activity by Access Persons. The policies and procedures outlined in the Code are intended to promote compliance with fiduciary standards by the Firm and its Access Persons. As a fiduciary, the Firm and its employees: (i) have the responsibility to render professional, continuous and unbiased investment advice, (ii) owe its clients a duty of honesty, good faith and fair dealing, (iii) must act at all times in the best interests of clients, and (iv) must avoid or disclose conflicts of interest.

    A.      BHMS’ Code of Ethics is designed to:
      1.      Set standards for ethical conduct based on the fundamental principles of openness, integrity, honesty and trust;
      2.      Protect the Firm’s clients by deterring misconduct;
      3.      Educate its employees regarding the Firm’s expectations and the laws governing their conduct;
      4.      Remind employees that they are in a position of trust and must act with complete propriety at all times;
      5.      Protect the reputation of the Firm;
      6.      Guard against violations of the securities laws;
      7.      Establish procedures for employees to monitor the Firm’s business and uphold its ethical principles; and
      8.      Discourage excessive risk-taking in a Person’s personal investment or in a client’s account.
    B.      The Code of Ethics is based upon the principle that the directors, officers and employees of
      the      Firm owe a fiduciary duty to the clients of the Firm to conduct their affairs, including their
      personal      transactions, in such a manner as to avoid:
      1.      Serving their own personal interests ahead of clients;
      2.      Taking inappropriate advantage of their position with the Firm;

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      3.      Actual or potential conflicts of interest; or
      4.      Abuse of their position of trust and responsibility.
    C.      As a fiduciary, employees should avoid conflicts of interest where possible. Unavoidable
      conflicts      must be reported as required by this Code.
    D.      This fiduciary duty includes the duty of the Chief Compliance Officer (“CCO”) of the Firm to
      maintain,      monitor and enforce the Code, periodically review and amend the Code, report
      material      violations of this Code to the Firm’s Board of Managers and any client, as required.
    E.      The Code contains requirements that are necessary to prevent Access Persons from violating
      the      Firm’s standards and procedures that have been designed to prevent violations of the
      Code.      Each Access Person at the commencement of their employment must certify, by their
      signature      on Exhibit A, their understanding of the Code’s requirements and their
      acknowledgement      to abide by all of the Code’s provisions. Each Access Person must re-certify
      their      understanding and acknowledgement of the Code annually, and any time the Code is
      amended.     

    Definitions

    The following terms are used throughout this Code and are defined here to describe and explain their use and purpose for the Code’s provisions and prohibitions.

    A.      "Access Personmeans supervised persons of the Firm including any director, officer, general partner, Advisory Person, Investment Personnel, Portfolio Manager, or employee of the Firm.
      The CCO may, in her discretion, designate other individuals (e.g. consultants, interns and temporary employees) that have access to client information as Access Persons of the Firm. The CCO may exempt certain Access Person(s) that are subject to another code of ethics that has been approved by the CCO from certain provisions of this Code.
    B.      "Advisory Personmeans any person in a Control relationship to the Firm who obtains information concerning recommendations made to the Firm with regard to the purchase or sale of a security by the Firm.
    C.      “Affiliate” or “Affiliated Company” means a company which is an affiliate of the Firm through the OM Asset Management plc (“OMAM”) relationship.
    D.      “Beneficial Ownership” means any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect beneficial interest in a Reportable Security.

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    E.      “Black-out Period” means the time period designated by the CCO whereby an Access Person and Family Member must not trade a Reportable Security, see Trading Restrictions for Access Persons, Section D, page 12.
    F.      “Business Entertainment” means an Access Person’s participation in lunches, dinners, cocktail parties, sporting activities or similar business gatherings conducted for business purposes. Business Entertainment is not a Gift.
    G.      "Control" means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company.
      Any Person or entity who owns beneficially, either directly or through one or more controlled companies, more than 25% of the voting securities of a company shall generally be presumed to control such company. Any Person who does not own more than 25% of the voting securities of any company shall be presumed not to control such company.
    H.      “Covered Associate” means any general partner, managing member or executive officer, or other individual with a similar status or function, any employee who solicits a government entity for the investment adviser and any person who supervises, directly or indirectly, such employee.
    I.      “Direct Beneficial Interest” means a Person has a direct interest as an owner of something or receives a direct benefit from an investment in a Reportable Security. A direct benefit may derive from, among other things, something owned by a Person’s spouse or partner, or Family Trust.
    J.      “Family Member” means an Access Person’s spouse, domestic partner, minor children, and relatives by blood or marriage living in the same household as the Access Person.
    K.      “Gift” means cash or any item of value.
    L.      “Government Entity” means any state or local government agency, authority or instrumentality of a state or local government; any pool of assets sponsored by a state or local government (i.e. defined benefit pension plan, separate account or general fund); and any participant- directed government plan.
    M.      “Indirect Beneficial Interest” means a Person, who is not an owner, receives an indirect benefit from an investment in a Reportable Security. An Indirect Beneficial Interest may be derived from any number of sources.
    N.      "Investment Personnel" means: (i) any Portfolio Manager of the Firm, and (ii) securities
    research      Analysts, Traders, Client Portfolio Managers, and other personnel who provide
    information      and advice to the Portfolio Manager, or who help execute the Portfolio Manager's
    decisions.     

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    O.      “Managed Fund” means any Reportable Fund for which the Firm serves as an Investment
      Adviser      or Sub-Adviser. A list of Managed Funds is attached as Exhibit F, and is available on
      PTA,      or from the Compliance Department.
    P.      “Person” means any Person or a company.
    Q.      “Political Action Committee” or “PAC” means an organization whose purpose is to solicit and
      make      Political Contributions.
    R.      “Political Contribution” means any Gift, subscription, loan, advance, or deposit of money (such
      as      gift certificates or merchandise), or anything of value made to a candidate or PAC for:
      1.      The purpose of influencing any election,
      2.      The payment of debt incurred in connection with any such election,
      3.      Transition or inaugural expenses of the successful candidate for office,
      4.      Coordinating contributions through bundling or facilitating the contributions of other persons or PACs.
      Examples      of contributions include, (i) the cost of attending fundraising events, (ii) payments to
      bond      ballot campaigns, (iii) expenses incurred in connection with fundraising, or (iv) expenses
      incurred      from other volunteer activities (e.g., hosting a reception).
    S.      “Political Fundraising Activities” include, but are not limited to, the following activities on behalf
      of      a state or local candidate or official:
      1.      Coordinating contributions (generally, bundling, pooling, or otherwise facilitating the contributions made by other persons, including hosting events),
      2.      Soliciting contributions (generally, communicating, directly or indirectly, for the purpose of obtaining or arranging a Political Contribution), or
      3.      Directing fundraising efforts.
    T.      “Portfolio Directional Trade” means a trade directed by a Portfolio Manager intended to
      increase      or decrease a security’s investment weighting in a client’s account. This is a separate
      type      of trade from a trade required to satisfy a client’s cash-flow request.
    U.      "Portfolio Manager" means an employee of the Firm entrusted with the direct responsibility
      and      authority to make investment decisions in a client’s account.

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    V.      “Reportable Account” means any account maintained with a bank, broker or other entity in
      which      an Access Person or Family Member owns Reportable Securities or has the ability to
      transact      in Reportable Securities or has discretion over trading Reportable Securities on behalf
      of      another.
    W.      “Reportable Fund” means any unregistered fund and any fund registered under the Investment
      Company      Act where the Firm or an Affiliated Company acts as the investment adviser, sub-
      adviser      or principal underwriter for the fund.
    X.      "Reportable Security" means a Security required to be reported under this Code and is subject
      to      the requirements of this Code and includes any note, stock, treasury stock, corporate or
      municipal      bond, foreign government bond, debenture, exchange-traded fund (ETF), evidence
      of      indebtedness, certificate of interest or participation in any profit-sharing agreement,
      collateral-trust      certificate, pre-organization certificate or subscription, transferable share,
      investment      contract, voting-trust certificate, certificate of deposit for a security, fractional
      undivided      interest in oil, gas, or other mineral rights, any put, call, straddle, option, future,
      swap,      convertible, or privilege on any security, group or index of Reportable Securities, on a
      national      securities exchange relating to foreign currency, or crypto-currency, or, in general, any
      interest      or instrument commonly known as a security, or instrument for trading speculation, or
      any      certificate of interest or participation in, temporary or interim certificate for, receipt for,
      guarantee      of, or warrant or right to subscribe to or purchase, any of the foregoing, Reportable
      Fund,      Managed Fund, limited offering, bank loan for the purpose of investing, private
      placement      or hedge fund. Reportable Security does not mean: direct obligations of the
      Government      of the United States, high quality short-term debt instruments, bankers'
      acceptances,      bank certificates of deposit, commercial paper, repurchase agreements, shares
      issued      by mutual funds that are not Reportable Funds.
    Y.      “Solicit a Government Entity for Investment Advisory Services” means a direct or indirect
      communication      with a state or local Government Entity for the purpose of obtaining or retaining
      investment      advisory services business including, but not limited to, the following:
      1.      Leading, participating in or merely being present at a sales/solicitation meeting with a state or local Government Entity, such as a government pension plan or general fund;
      2.      Otherwise holding oneself out as part of the BHMS’ sales/solicitation effort with a state or local Government Entity;
      3.      Signing a submission to an RFP in connection with BHMS’ business;
      4.      Making introductions between government officials and BHMS.
    Z.      “State or Local Official(s)” means any person, including any election committee for such
      person,      who was, at the time of a Political Contribution, an official, incumbent, candidate, or
      successful      candidate for elective office of a state or local government, including, but not

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    limited to, any state or local agency, authority, or instrumentality, limited exceptions may apply depending on the nature of the office, as identified by the Firm’s Chief Compliance Officer.

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    I. Policy for Possession of Material Non-Public Information (MNPI)

    The Firm's Policy for possession of material non-public information applies to every Person subject to this Code, including Access Persons and their Family Members, and extends to his/her activities within and outside of his/her duties at the Firm. Any questions regarding this policy and procedures should be referred to the Firm’s Chief Compliance Officer.

    A.      In compliance with Section 204A of the Advisers Act, the Firm forbids any officer, director,
      Access      Person or Family Member, from trading, either personally, on behalf of clients, or
      others,      including accounts managed by the Firm, on material non-public information, or
      communicating      material non-public information to others in violation of the law, frequently
      referred      to as "insider trading”.
    B.      The term “material non-public information” means information that is material to a company,
      a      government policy, or other regulatory entity or policy that is not known to the public and is
      material      to the value of such company, or related industry, and if made public would affect the
      value      of such company’s shares, or impact the investment market(s), and investments of a
      Person,      or client.
    C.      The term "insider trading" is not defined in the federal securities laws, but generally is used to
      refer      to the use of material non-public information to trade in Securities (whether or not one is
      an      "insider"), or to communicate material non-public information to others. The term “insider
      information”      includes non-public facts about a publicly traded company that may be used to a
      Person’s      financial advantage when trading shares of the Company and includes information
      about      the firm’s securities recommendation(s), and client holdings and transactions. While
      the      law concerning insider trading is not static, it is generally understood that the law prohibits:
      1.      Trading by an insider, while in possession of material non-public information; or
      2.      Trading by a non-insider, while in possession of material non-public information, whether the information was disclosed to the non-insider in violation of an insider's duty to keep it confidential, or was misappropriated; or
      3.      Communicating material non-public information to others in a breach of fiduciary duty, or for another’s intent to trade on the information.
    D.      Information is material if or when there is a substantial likelihood that a reasonable investor
      would      consider it important in making his/her investment decisions(s), or information that is
      reasonably      certain to have a substantial effect on the price of a company's securities (shares
      or      bonds) whether it is determined factual or spreading a rumor. Information that a Person
      subject      to this Code should consider material includes, but is not limited to: dividend changes,
      earnings      estimates, changes in previously released earnings estimates, significant merger or
      acquisition      proposals or agreements, major litigation, debt service and liquidation problems,
      extraordinary      management developments, write-downs or write-offs of assets, additions to

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      reserves      for bad debts, new product/services announcements, criminal, civil and government
      investigations      and indictments. Material information does not have to relate to a company’s
      business.      For example, material information about the contents of any upcoming press
      release,      media column, or blog that may affect the price of a security, and therefore may be
      considered      material. Disclosure of a mutual fund client’s trades or holdings, or any client’s
      holdings      that are not publicly available, may be considered material information and must be
      kept      confidential. All employees of BHMS are subject to this Policy and to the Duty of
      Confidentiality      of this Code.
    E.      Information is non-public until it has been effectively communicated to the marketplace. A
      Person      must be able to point to some fact to show that the information is generally public. For
      example,      information found in a report filed with the SEC, or appearing in the media, internet,
      or      other publications of general circulation would be considered public. A Person should be
      particularly      careful with information received from client contacts at public companies or
      received      through their position with BHMS.
    F.      Each Person must consider the following before trading for themselves or others in the
      Reportable      Securities of a company about which that Person has potential inside information:
      1.      Is the information material? Is this information that an investor would consider important in making his/her investment decisions? Is this information that would affect the market price of the Reportable Securities if generally disclosed?
      2.      Is the information non-public? To whom has this information been provided? Has the information been effectively communicated to the marketplace?
    G.      The role of the Firm’s Chief Compliance Officer is critical to the implementation and
      maintenance      of the Firm's policy and procedures against insider trading. If, after consideration
      of      the above, a Person believes that the information is material and non-public, or if a Person
      has      questions as to whether the information is material and non-public, that Person should
      take      the following steps:
      1.      Report the matter immediately to the Firm’s Chief Compliance Officer or an Executive Director. After the CCO or Executive Director has reviewed the issue, a determination will be made as to trading or restricting the security, and the employee will be instructed to continue the prohibition against communication or will be allowed to trade and communicate the information.
      2.      Do not purchase or sell the securities on behalf of him/herself or others. The Firm may determine to restrict trading in the security for Access Persons, for the clients’ portfolios or both.

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      3.      Do not communicate the information to anyone inside or outside the Firm, other than to the Firm’s Chief Compliance Officer or an Executive Director as required under this Policy.
    H.      The Chief Compliance Officer or an Executive Director may communicate potential insider
      information      to outside counsel and compliance/legal personnel at OMAM, the Firm’s parent
      company,      for consultative purposes. In addition, care should be taken so that such information
      is      secure. For example, files containing material non-public information should be sealed;
      access      to computer files containing material non-public information should be restricted. The
      Chief      Compliance Officer will review and appropriately document each circumstance where the
      possibility      of insider information has been reported. Further actions to restrict trading in the
      security,      to release a restriction against trading, or to limit trading, are based on the facts and
      circumstances      of the information.
    II.      Duty of Confidentiality

    Any Person subject to this Code must keep confidential at all times any non-public information they may obtain in the course of their employment at the Firm. This information includes but is not limited to:

    A.      Information about a client’s account, including account holdings, recent or pending securities transactions, and investment recommendations or activities of the Portfolio Managers and Analysts for clients’ accounts;
    B.      Information about the Firm’s clients and prospective clients’ investments and account transactions;
    C.      Information about the Firm’s personnel, including private personally identifiable information (PII), pay, salary, bonus, equity interest, benefits, position level, performance rating, or discipline history among other things; and
    D.      Information about the Firm’s financial information, business activities, including new investment strategies, services, products, technologies, business initiatives, client gains/losses, and negotiated fee details.

    The Firm’s personnel have the highest fiduciary obligation to keep confidential and not reveal confidential OMAM information to any party that does not have a clear and compelling need to know such information, and to safeguard all confidential information about the Firm and its clients. Our Privacy Policy for safeguarding clients’ personal information and account information is provided in the Firm’s Privacy Policy in the Compliance Policies & Procedures. The information for data security and systems are provided in the Firm’s IT Security Policies & Procedures.

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    Nothing in this Code precludes any Access Person from contacting, filing a complaint with, providing information to, or cooperating with an investigation conducted by the U.S. Securities and Exchange Commission or any other governmental agency.

    III. Procedures for Access Persons

    In an effort to comply with federal securities regulations and the high standards BHMS has set to avoid potential conflicts of interest, the following procedures have been adopted:

    Who Must Comply with these Procedures?

    All employees of BHMS and their Family Members are subject to, and must comply with, the requirements of this Code. (In general, you must report all securities-related accounts for yourself and household members, see “Personal Trading Procedures for Access Persons and Family Members” below.) In addition to employees, under certain circumstances, other individuals who work with BHMS may also be required to comply with this Code (e.g. interns, temporary workers and consultants). BHMS Compliance will notify such individuals when, and if, they are required to comply.

    A.      General Procedures for Access Persons. As defined by this Code, all employees of the Firm are
      identified      as Access Persons and are subject to the following restrictions:
      1.      Restriction on Accepting and Giving Gifts of More than de Minimis Value. Access
       Persons      are restricted from accepting or giving any Gift(s) of more than de minimis
       value      under this Code from/to any Person or entity/organization when the Gifts are in
       relation      to the conduct of the Firm’s business without pre-approval of the Chief
       Compliance      Officer. Gifts must be reported monthly, or at the time a gift is accepted or
       given,      through the PTA System, or the Gift and Entertainment Form available on the
       Firm’s      shared file network at:
       S:\BHMS_Shared\Compliance\Forms\Form      - G&E 2019.xlsx
       Questions      about this gift policy should be directed to the Chief Compliance Officer. A
       Gift      does not include Business Entertainment.
       a.      The de minimis amount for accepting a gift is $100 (in total) per Person and is considered to be the annual receipt of Gifts from the same source valued at up to $100;
       b.      The de minimis amount for gift giving by the Firm or its employees is $250 (in total) per Person, and is considered to be the annual giving of Gifts to the same Person valued at up to $250;
       c.      ERISA and Taft Hartley regulations have specific limitations for Gifts and Entertainment and reporting requirements when Gifts are given. The Chief

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    Compliance Officer should be notified when giving a gift to an ERISA or Taft Hartley client to ensure proper reporting.

    2.      Reporting Business Entertainment. Access Persons, whether provider or recipient, must report Business Entertainment activity monthly, or at the time it occurs. Extravagant or excessive entertainment is prohibited. Questions about what may be considered extravagant or excessive should be directed to the Chief Compliance Officer or Executive Directors. Any exceptions to this policy must be approved by the Firm’s Chief Compliance Officer. Business Entertainment can be reported using the PTA System or the Gift and Entertainment Form available on the Firm’s share file network at: S:\BHMS_Shared\Compliance\Forms\Form - G&E 2019.xlsx.
    3.      Prohibition on Service as a Director or Public Official. Due to the obvious conflict of interest, Access Persons, including Investment Personnel, are prohibited from serving on the board of directors of any publicly traded company, or any for-profit company, without prior authorization of the Firm’s Chief Compliance Officer. Any such authorization shall be based upon a determination that the board service would be consistent with and not detract from the interests of the Firm's clients. Authorization of board service shall be subject to a review of such service and implementation of procedures to identify and isolate such a Person from making decisions about investments or trading in that company's securities or advising about investing the company’s assets and adequate disclosure of any conflicts of interest must be provided in the Firm’s Form ADV, and other documentation.
    B.      Personal Trading Procedures for Access Persons and Family Members. The policies of this Code
      apply      to all employees of the Firm identified as Access Persons and the procedures extend to
      accounts      of which the Access Person is the beneficial owner, or accounts in which he/she has
      any      financial interest, or ability to exercise control or influence over its investments or trading.
      The      procedures also extend to any account belonging to immediate Family Members (including
      any      relative by blood or marriage) living in the Access Person’s household or dependent on the
      Access      Person for financial support. Thus, a Person subject to this Code is required to abide by
      the      following procedures:
      1.      Prohibition on Initial Public Offerings. Persons subject to this Code are prohibited from acquiring securities in an initial public offering (IPO) or secondary offerings.
      2.      Restriction on Private Placements. Persons subject to this Code are restricted from acquiring securities in a private placement without prior approval from the Firm’s Chief Compliance Officer. In the event that an Access Person receives approval to purchase securities in a private placement, the Access Person must disclose that investment if/when the company intends to offer shares to the public in an IPO and/or if he/she plays any part in the Firm’s later consideration of an investment in the issuer.

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      3.      Prohibition on purchasing BSIG securities. Persons subject to this Code are prohibited from acquiring securities issued by the Firm’s parent company, BrightSphere Investment Group (“BSIG”), or any publicly traded securities of other related or Affiliated Company(s) in their own account or in a client’s account.
      4.      Restriction on Options, Swaps, Futures or Derivatives. Persons subject to this Code are restricted from purchasing or selling any option, swap, future, or derivative on any Security.
      5.      Prohibition on Short-selling. Persons subject to this Code are prohibited from selling any Security that the Access Person does not own, or otherwise engaging in “short- selling” activities.
      6.      Prohibition on Short-term Trading Profits. Persons subject to this Code are prohibited from profiting in the purchase and sale, or sale and purchase, of the same (or related) Reportable Securities within 60 calendar days. Profits realized on such short-term trades are generally subject to disgorgement, as determined by the Firm’s Chief Compliance Officer.
      7.      Prohibition on Short-term Trading of Managed Funds. Persons subject to this Code are prohibited from short-term trading of any Managed Fund shares. For the purpose of this Code, short-term trading is defined as a purchase and redemption/sell of a Managed Fund’s shares within 30 calendar days. This prohibition does not cover purchases and redemptions/sales: (i) into or out of money market funds or short-term bond funds; (ii) purchases effected on a regular periodic basis by automated means, such as 401(k) purchases, or Voluntary Deferral Plan “VDP” contributions.
    C.      Political Contribution and Charitable Contribution Procedures for Access Persons and Family
      Members.      Employees of BHMS are prohibited from making Political Contributions in the name
      of      the Firm. As defined by this Code, all employees of the Firm are identified as Access Persons
      and      are subject to the following restrictions:
      1.      Personal Political Contributions to Candidates for state or local office are limited to $350 where the Access Person or their Family Member is Eligible to Vote for such candidate. Contributions to candidates for state or local office are limited to $150 where the Access Person or their Family Member is not entitled to vote for such candidate.
      2.      Pre-clearance of Personal Political Contributions and Fundraising Activities. All Access Persons and their Family Members must obtain approval in advance from the Chief Compliance Officer before: (i) making any Political Contribution to any state, or local candidate, or official running for state or local office, or candidate for a federal office who is currently a State or Local Official, and, (ii) participating in any Political Fundraising Activities. Political Contributions and Political Fundraising Activity will be

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      approved on a case-by-case basis. Pre-clearance should be obtained prior to making a Political Contribution or participating in a Political Fundraising Activity by completing and submitting a Personal Political Contribution Pre-clearance Form for fundraising activity in the PTA system or Exhibit E. The Chief Compliance Officer will review each request to determine whether the Political Contribution or Political Fundraising Activity is permitted under applicable law and is consistent with this policy.
      3.      Prohibition on Certain Political or Charitable Contributions. Access Persons may not make Political Contributions in the name of the Firm, or personally, for the purpose of obtaining or retaining advisory contracts with government entities, clients, or for any other business-related purpose. Access Persons also may not consider any of the Firm’s current or anticipated business relationships as a factor in soliciting or making Political or charitable Contributions. Charitable contributions may be made as part of the Firm’s formal charitable efforts and not for the purpose of obtaining or retaining advisory contracts with government entities or others and must be made in the name of the Firm payable directly to the tax-exempt charitable organization.
      4.      Indirect Action by an Access Person. Access Persons are prohibited from doing anything indirectly that, if done directly, would result in a violation of applicable law or this policy. For example, it is a violation of this policy for an Access Person to direct someone on their behalf to make a Political Contribution in excess of applicable limits.
    D.      Trading Restriction for Access Persons and Family Members on the Same Day as a Portfolio
      Directional      Trade. Access Persons and Family Members are restricted from purchasing or selling
      any      Reportable Security on the same day the Firm executes a Portfolio Directional Trade in that
      same      security for a client account. Reasonable exceptions may be granted by the Chief
      Compliance      Officer when the trade does not appear to affect or harm any client.
    IV.      Exempted Transactions

    Certain prohibitions or Restrictions for Access Persons and Family Members in Sections B. and D. above, do not apply to:

    A.      Purchases or sales of a Reportable Security made on the same day that a cash flow trade is executed in that same security for a client account, as authorized by the Firm’s Chief Compliance Officer.
    B.      Purchases which are part of an automatic dividend reinvestment plan, or an automatic investment plan, or 401(k) purchases, or VDP contributions; and
    C.      Purchases effected upon the exercise of rights issued by an issuer pro-rata to all holders of a class of its Reportable Securities, to the extent such rights were acquired from such issuer; or

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      sales      of such rights so acquired, or sales occurring simultaneously with the exercise of such
      rights.     
    D.      Purchases and sales in shares of unaffiliated mutual funds, or ETFs. ETF holdings must be
      reported      annually and transactions must be reported quarterly; however, generally they do not
      require      pre-clearance and are exempt from the Prohibition on Short-term Trading Profits.
    E.      In addition to the above exemptions, the Chief Compliance Officer may make exceptions to the
      restrictions      imposed upon persons subject to the Code on a case-by-case basis, as deemed
      appropriate      by the Chief Compliance Officer, and which appear upon inquiry and investigation
      to      present no reasonable likelihood of harm to any client.
    V.      Compliance Procedures
    A.      FIS Protegent PTA System. Access Persons should use the FIS Protegent PTA (“PTA”) system
      for      general reporting requirements under this Code. Certain transactions may require written
      pre-clearance      and reporting on Reports identified as Code Exhibits A, B, C, D or E, and these
      forms      may be obtained from the Compliance Department.
    B.      Records of Reportable Securities Transactions. Access Persons must notify the Firm’s Chief
      Compliance      Officer if they or a Family Member have opened a Reportable Account during the
      quarter.      Access Persons must direct their brokers to provide the Firm’s Chief Compliance
      Officer      with duplicate brokerage confirmations of their Reportable Securities transactions and
      duplicate      statements of their Reportable Account(s).
    C.      Pre-clearance of Reportable Securities Transactions. Access Persons and Family Members
      must      receive prior approval from the Firm’s Chief Compliance Officer, before purchasing or
      selling      Reportable Securities. Exclusions to this are:
      1.      Managed Funds in the Firm’s 401K Plan or VDP Plan,
      2.      Exchange Traded Funds (ETFs);
      3.      Purchases and sales over which a Person subject to the Code has no direct or indirect influence or control, such as automatic investments in 401K or VDP accounts, Family Trust Funds, or other accounts;
      4.      Purchases or sales pursuant to an automatic investment plan;
      5.      Purchases effected upon exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuers, and sales of such rights so acquired or sales occurring simultaneously with the exercise of such rights, acquisition of securities through stock dividends, dividend reinvestments, stock

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    splits, reverse stock splits, mergers, consolidations, spin-offs, and other similar corporate reorganizations, or distributions generally applicable to all holders of the same class of securities;

    D.      Open end investment company shares other than Managed Funds. This Code provides a
      limited      exception on Reportable Securities from pre-clearance and short-term trading profit
      requirements;      securities under this exception include ETFs. (Reportable Funds must be held
      30      days).
    E.      Pre-clearance for Reportable Securities is valid for that trading day. Personal Reportable
      Securities      transactions should be pre-cleared using the PTA system or Exhibit D, Personal
      Reportable      Securities Transaction(s) Pre-clearance Form. The Chief Compliance Officer may
      approve      transactions which appear upon inquiry and investigation to present no reasonable
      likelihood      of harm to any client. Exceptions to this requirement: The Firm’s Chief Compliance
      Officer      may approve pre-clearance requests for up to a calendar week for trades in Reportable
      Securities      that are not held in a client’s account, do not fit the Firm’s investment strategies,
      and      are thinly traded such that a trade order will not likely be filled on the day of the pre-
      clearance.     
    F.      Pre-clearance of any transaction in a Managed Fund. All Access Persons and Family Members
      must      receive prior written approval from the Firm’s Chief Compliance Officer, or Executive
      Director(s),      before purchasing or selling any Managed Fund. Pre-clearance for Managed Funds
      is      valid for that trading day. This pre-clearance requirement does not cover purchases and
      redemptions/sales:      (i) into or out of money market funds or short-term bond funds; (ii) effected
      on      a regular periodic basis by automated means, such as 401(k) purchases and VDP
      transactions,      or (iii) 401(k) investment reallocation.
    G.      Disclosure of personal holdings, and certification of compliance with the Code of Ethics. All
      Access      Persons must disclose to the Firm’s Chief Compliance Officer all personal Reportable
      Securities      holdings at commencement of employment, and annually thereafter as of
      December      31. Every Access Person must certify on Exhibit A, Initial Report of Access Persons,
      or      Exhibit B, Annual Report of Access Persons, or through the PTA system:
      1.      They recognize that they are subject to all provisions of this Code, and have read, understand, and will follow the Code’s requirements;
      2.      They have complied with the requirements of this Code, and have reported all personal Reportable Securities, Reportable Accounts, holdings in Managed Funds, and Personal Transactions;
      3.      Initial holdings report must be made within ten days of hire.
    H.      Reporting Requirements. The Chief Compliance Officer of the Firm will notify each Access
      Person      that he/she is subject to these reporting requirements, will deliver a copy of this Code

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    to each Access Person prior to, or upon, their date of employment, and at any time the Code is amended, and will train each Access Person on appropriate compliance matters. The Compliance Department staff will train employees on usage of the PTA system for personal reporting.

    1.      Reportable Securities managed by a third-party in a discretionary advisory account are
      subject      to the annual reporting requirements contained in this Section and are
      excluded      from certain other provisions of the Code. (This does not exclude IPOs or
      private      placements.)
    2.      Reports, personal trades and holdings, and other information, submitted pursuant to
      this      Code shall be reviewed periodically by the Chief Compliance Officer, kept
      confidential,      and when necessary, provided to the Executive Directors of the Firm, our
      parent      company’s compliance/legal personnel, Firm counsel, regulatory authorities, or
      auditors      upon appropriate request. The backup to the Chief Compliance Officer is
      responsible      for reviewing and monitoring the personal securities transactions of the
      Chief      Compliance Officer, and for taking on the responsibilities of the Chief Compliance
      Officer      in her absence.
    3.      Every Access Person must report to the Chief Compliance Officer all Reportable
      Accounts      currently open at the time of his/her initial employment, and any new
      Reportable      Account (this includes any account belonging to Family Members) opened,
      including      the name of the bank or brokerage, the account number, and date the
      account      was opened, and must disclose the new Reportable Account with his/her
      quarterly      transaction report. Information reported on Exhibit A or in the PTA system
      must      be current within at least 45 days of the date of his/her employment.
    4.      Every Access Person must report to the Chief Compliance Officer of the Firm any/all
      Reportable      Account(s) and any/all personal Securities holdings (this includes any
      account(s)      or holdings belonging to Family Members) at the time of his/her initial
      employment      with the Firm. A report must be made through the PTA system or
      designated      form, Exhibit A, Initial Report of Access Persons, with account statements
      attached      containing the following information:
      a.      Name and principal amount of the Reportable Security and ticker or cusip, number of shares, interest rate, maturity date;
      b.      Name and account number of the Reportable Account where the Reportable Security is held;
      c.      Name of any broker, dealer or bank with which the Access Person maintains an account in which any securities are held for the Access Person’s direct or indirect benefit (account statements may be attached); and

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      d.      The date the Access Person submits the report.
    5.      Every Access Person must report to the Chief Compliance Officer of the Firm the
      information      described in Paragraph 4 of this Section with respect to transactions in
      any      Reportable Security in which such Access Person has, or by reason of such
      transaction      acquires, any direct or indirect Beneficial Ownership in the Reportable
      Security.     
    6.      Quarterly transaction reports must be made no later than thirty days after the end of
      the      calendar quarter in which the transaction was executed. Every Access Person is
      required      to submit a report for all periods, including those periods in which no
      Reportable      Securities transactions were executed. A report should be made through
      the      PTA system, or designated form, Exhibit C, Quarterly Report of Access Persons,
      account      statements may be attached to the form for reporting purposes, containing
      the      following information:
      a.      The Reportable Security name and/or cusip, interest rate, maturity date, the number of shares or bonds and the principal amount of each Reportable Security transacted;
      b.      The nature of the transaction (i.e., purchase or sale);
      c.      The price at which the transaction was executed; and
      d.      The name of the broker, dealer or bank with or through whom the transaction was executed. Trade confirmations of all personal transactions and copies of periodic Reportable Account statements may be attached to Exhibit C to fulfill the reporting requirement.
      e.      The name of the broker, dealer or bank with whom the Access Person established a new Reportable Account during the period, the date the account was established.
      f.      The date of the transaction(s) and, if different, the date that the report is submitted by the Access Person.
    7.      Every Access Person must report to the Chief Compliance Officer of the Firm all Political
      Contributions      (this includes contributions made by Family Members) described in
      Restrictions      for Access Persons, Section C. of this Code made during the quarter,
      including      Political Contributions made by their Family Members. A report should be
      made      in the PTA System or Exhibit E, Political Contribution Pre-clearance Form.
    8.      Every Access Person should report Gifts accepted or given, and/or Business
      Entertainment      as a participant or provider, using the PTA System, or the Gift &

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      Entertainment Report. Gifts and Entertainment must be reported monthly or upon each occurrence.
      9.      The Compliance Department staff and/or Chief Compliance Officer shall periodically review the reports provided by the Firm’s Access Persons. Review will include personal transactions and brokerage activity provided via the data feed into PTA, personal brokerage statements and holdings, and Political Contributions, among other things.
    I.      Conflict of Interest. Every Access Person must notify the Chief Compliance Officer of any
      personal      conflict of interest relationship which may involve the Firm's clients, such as the
      existence      of any economic relationship between their transactions and Reportable Securities
      held      or to be acquired by any client’s account of the Firm. Such notification shall occur in the
      pre-clearance      process or immediately upon becoming aware of the conflict.
    J.      The Chief Compliance Officer must implement and enforce this Code, maintain copies of the
      Code,      keep records of Code violations, and maintain records of Access Persons’ reports as
      required      by the Code.
    K.      A member of the Compliance Department is named as the backup Compliance Officer in the
      absence      of the Chief Compliance Officer; other compliance personnel may be designated to
      perform      certain functions of the CCO in her absence. The backup compliance officer may
      perform      all duties of the CCO in her absence, as defined in the Code, and must report to the
      CCO      any disclosed conflicts or violations that may have occurred in her absence.
    VI.      Chief Compliance Officer’s Authority and Duties

    The Firm’s Chief Compliance Officer has a fiduciary duty to the Firm’s clients and to BHMS and is responsible for enforcing and monitoring this Code. The CCO is authorized to grant reasonable exceptions to the prohibitions and provisions of this Code, as permitted by law, and when such exceptions conflict with a client’s interests.

    VII.      Reporting of Violations
    A.      Any Access Person of the Firm who becomes aware of a violation of (i) this Code of Ethics, (ii) the Firm’s Compliance Policies & Procedures, (iii) the Governing Policies, (iv) the IT Security Policies & Procedures, (v) the OMAM Affiliate Level Risk Policies, or (vi) other internal policies or procedures, must promptly report such violation to the Firm’s Chief Compliance Officer, or an Executive Director. This reporting requirement includes self-reporting when an employee discovers he/she has violated an internal policy or reporting other violations of the Firm’s internal policies.
    B.      The Firm’s Chief Compliance Officer must report to the Executive Directors or Board of Managers all material violations of this Code, the Compliance Policies & Procedures, the

    BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC

    Page 12 


     

      Governing Policies, or other internal controls. Material violations may be reported to the Chief Compliance Officer of any Managed Fund client, as required.
    C.      The Executive Directors and Chief Compliance Officer will consider reports made to the Board and determine what sanctions, if any, should be imposed.
    VIII.      Reporting to the Board of Managers

    The Firm’s Chief Compliance Officer will prepare an annual report relating to this Code to the board of Managed Funds, upon their request. Such annual report will:

    A.      Summarize existing procedures concerning personal investing and any changes in the
      procedures      made during the past year;
    B.      Identify any violations requiring significant remedial action during the past year; and
    C.      Identify any recommended changes in the existing restrictions or procedures based upon the
      Firm's      experience under its Code, evolving industry practices or developments in applicable
      laws      or regulations.
    IX.      Sanctions
    A.      Upon discovering a violation of this Code by an Access Person or Family Member, the Chief
      Compliance      Officer and/or Executive Directors may impose such sanctions as they deem
      appropriate,      including, among other things:
      1.      Disgorgement: The Firm generally requires that profits realized on transactions made in violation of the Code’s procedures be disgorged. A charity shall be selected by the Firm to receive any disgorged or relinquished amounts.
      2.      Extended Holding Period: Any security purchased during the black-out period may be prohibited from being sold for six months.
      3.      Unwinding the transaction: Purchases or sales made during the black-out period may be required to be reversed and any profit may be disgorged.
    B.      The Pay-to-Play Rule imposes a two-year ban on an adviser’s ability to receive compensation
      for      advisory services if the Firm or certain of its Covered Associates makes certain Political
      Contributions      to a State or Local Official over the de minimus amount.

    BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC

    Page 13 


     

    C.      For sanctions imposed, a memo of correction, suspension, or termination of employment will
      be      retained according to the Code of Ethics records retention requirement. This includes
      violations      committed by a Family Member.
    X.      Retention of Records
    A.      Code of Ethics Records. This Code (and prior versions in effect during the past seven years),
      a      copy of the reports made by each Access Person, each memorandum made by the Firm’s
      Chief      Compliance Officer, and a record of any violation and any action taken as a result of such
      violation,      must be maintained by the Firm for a minimum of seven years.
    B.      Political Contribution Records. A list of: (i) all Access Persons, (ii) all government entities to
      which      the Firm provides or has provided investment advisory services or which are or were
      investors      in any covered investment pool to which the Firm has provided services in the past
      five      years, (iii) all direct or indirect Political Contributions made by any Access Person to an
      official      of a Government Entity, or direct or indirect payments to a political party of a state or
      political      subdivision thereof, or to a PAC, and (iv) the name and business address of each
      regulated      Person to whom the Firm provides or agrees to provide, directly or indirectly,
      payment      to Solicit a Government Entity for Investment Advisory Services on its behalf. Records
      relating      to the Political Contributions must be listed in chronological order and must indicate:
      (i)      the name and title of each contributor, (ii) the name and title of each recipient of a Political
      Contribution,      (iii) the amount and date of each Political Contribution, and (iv) whether any such
      Political      Contribution was the subject of the exception for returned Political Contributions.

    BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC

    Page 14 


     

    Exhibits

    Exhibit A – Initial Report of Access Persons

    Exhibit B – Annual Report of Access Persons

    Exhibit C – Quarterly Transactions Report of Access Persons

    Exhibit D – Personal Reportable Securities Transaction Pre-Clearance Form of Access Persons

    Exhibit E – Personal Political Contribution Pre-Clearance Form of Access Persons

    Exhibit F – List of Reportable Funds of Access Persons

    BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC


     

    BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC

    CODE OF ETHICS

    INITIAL REPORT OF ACCESS PERSONS

    To the Chief Compliance Officer of Barrow, Hanley, Mewhinney & Strauss, LLC (“BHMS”), I certify:

    1.      I acknowledge receipt of the Code of Ethics for BHMS.
    2.      I recognize that I am subject to BHMS’s Code as an Access Person and have read,

    understood, and will follow the Code.

         3. Except as noted below, I have no knowledge of the existence of any personal conflict of interest relationship which may involve the Firm, such as any economic relationship between my transactions and Securities held or to be acquired by BHMS or any of its portfolios.

    4. As of the date below I and/or a Family Member had a direct or indirect ownership in
    the following Reportable Securities (brokerage or financial statements may be attached):  
     
            TYPE OF
            INTEREST
      SECURITY NAME/TYPE/TICKER/CUSIP NUMBER OF PRINCIPAL (DIRECT OR
      INTEREST RATE & MATURITY DATE SHARES VALUE INDIRECT)

     

    BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC

    Exhibit A 


     

    BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC

    CODE OF ETHICS

    INITIAL REPORT OF ACCESS PERSONS

    (Continued)

    5. I and/or a Family Member have the following Reportable Accounts open and have

    directed the bank or brokerage to send duplicate confirmations and statements to BHMS:

        TYPE OF INTEREST
      NAME OF FIRM (DIRECT OR INDIRECT)

     

    6. I and/or a Family Member have made the following Political Contributions in the
    previous 2 years:    
     
     
          TYPE OF POLITICAL
        DATE OF ACTIVITY/
      NAME OF CANDIDATE CONTRIBUTION CONTRIBUTION

     

    Date:

    Signature:

    Print Name:

    Title:

    Employer:

    BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC

    Date:

    Signature:

    Firm’s Chief Compliance Officer

    BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC

    Exhibit A 


     

    BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC

    CODE OF ETHICS

    ANNUAL REPORT OF ACCESS PERSONS

    To the Chief Compliance Officer of Barrow, Hanley, Mewhinney & Strauss, LLC, (“BHMS”), I certify:

         1. That I am subject to the Code as an Access Person, I have read, understood, and agree to follow the Code.

         2. During the year ended December 31, 20___, I have complied with the reporting requirements of the Code regarding personal transactions that I, and/or a Family Member, have executed.

         3. I have not disclosed confidential information of the Firm to any Persons outside, or inside, BHMS or OMAM, except where it was required for the execution of the Firm’s business.

         4. Except as noted below, I have no knowledge of the existence of any personal conflict of interest relationship which may involve the Firm, such as any economic relationship between my transactions and securities held or to be acquired by BHMS or any of its portfolios.

    5.      During the year I have abided by the requirements of BHMS’ Code of Ethics.
    6.      As of December 31, 20___, I and/or a Family Member had a direct or indirect Beneficial

    Ownership in the following Reportable Securities:

          TYPE OF
          INTEREST
    SECURITY NAME/TYPE/TICKER/CUSIP NUMBER OF PRINCIPAL (DIRECT OR
    INTEREST RATE & MATURITY DATE SHARES VALUE INDIRECT)

     

    BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC

    Exhibit B 


     

    BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC

    CODE OF ETHICS

    ANNUAL REPORT OF ACCESS PERSONS

    (Continued)

    7. I and/or a Family Member have the following Reportable Accounts open and I have

    directed the bank or brokerage firm to send duplicate confirmations and statements to BHMS:

        TYPE OF INTEREST
      NAME OF FIRM (DIRECT OR INDIRECT)

     

    Date:

    Signature:

    Print Name:

    Title:

    Employer:

    BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC

    Date:

    Signature:

    Firm’s Chief Compliance Officer

    BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC

    Exhibit B 


     

      BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC    
     
          CODE OF ETHICS      
     
      QUARTERLY TRANSACTIONS REPORT OF ACCESS PERSONS    
      For the Calendar Quarter Ended:        
     
     
    To the Chief Compliance Officer of Barrow, Hanley, Mewhinney & Strauss, LLC:    
     
    1. During the quarter identified above, the following transactions were made in
    Reportable Securities and are required to be reported under the BHMS Code of Ethics:  
     
              NATURE OF    
        DATE OF         BROKER/
              TRANSACTION    
    SECURITY NAME/TYPE/TICKER/CUSIP TRANS- NUMBER DOLLAR AMOUNT (Purchase, Sale,   DEALER OR BANK
    INTEREST RATE & MATURITY DATE ACTION OF SHARES OF TRANSACTION Other) PRICE NAME

     

    2. During the quarter identified above, the following Reportable Accounts were opened

    with direct or indirect beneficial ownership, and are required to be reported under the Code.

      TYPE OF INTEREST  
    NAME OF FIRM (DIRECT OR INDIRECT) DATE ACCOUNT OPENED

     

    BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC

    Exhibit C 


     

      BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC  
     
      CODE OF ETHICS    
     
      QUARTERLY TRANSACTIONS REPORT OF ACCESS PERSONS  
      For the Calendar Quarter Ended:    
      (Continued)    
     
     
    3. During the quarter identified above, the following Political Contributions were made,
    and are required to be reported under the Code.    
     
          TYPE OF POLITICAL
        DATE OF ACTIVITY/
      NAME OF CANDIDATE CONTRIBUTION CONTRIBUTION

     

         4. Except as noted below, I have no knowledge of the existence of any personal conflict of interest relationship which may involve the Firm, such as any economic relationship between my transactions and securities held or to be acquired by the Firm or any of its portfolios.

    5. During the quarter I have abided by the requirements of BHMS’ Code of Ethics.

    Date:

    Signature:

    Print Name:

    Title:

    Employer:

    BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC

    Date:

    Signature:

    Firm’s Chief Compliance Officer

    BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC

    Exhibit C 


     

    BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC

    CODE OF ETHICS

    PERSONAL REPORTABLE SECURITIES TRANSACTION PRE-CLEARANCE FORM OF ACCESS

    PERSONS

    (See Code of Ethics, V. Compliance Procedures, Section C)

    To the Chief Compliance Officer of Barrow, Hanley, Mewhinney & Strauss, LLC:

    Pre-clearance is requested for the following proposed transactions:

              BROKER    
     
          NATURE   /DEALER    
          OF PRICE OR BANK    
      NUMBER       THROUGH AUTHORIZED
          TRANSACTION (or      
    SECURITY NAME/TYPE/TICKER/CUSIP OF DOLLAR AMOUNT (Purchase, Sale, Proposed WHOM    
    INTEREST RATE & MATURITY DATE SHARES OF TRANSACTION Other) Price) EFFECTED YES NO

     

    Date:

    Signature:

    Print Name:

    Title:

    Employer:

    BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC

    Date:

    Signature:

    Firm’s Chief Compliance Officer

    BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC

    Exhibit D 


     

    BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC

    CODE OF ETHICS

    PERSONAL POLITICAL CONTRIBUTION PRE-CLEARANCE FORM OF ACCESS PERSONS

    (See Code of Ethics, III. Procedures for Access Persons, Section C.2)

    To the Chief Compliance Officer of Barrow, Hanley, Mewhinney & Strauss, LLC:

    Pre-clearance is requested for the following proposed Political Contribution(s):

            IS COVERED    
            PERSON    
            ELIGIBLE TO AUTHORIZED
        STATE AND COUNTY OF WHAT OFFICE IS VOTE FOR    
    NAME OF CANDIDATE AMOUNT ELECTION CANDIDATE SEEKING? CANDIDATE? YES NO

     

    Date:

    Signature:

    Print Name:

    Title:

    Employer:

    BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC

    Date:

    Signature:

    Firm’s Chief Compliance Officer

    BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC

    Exhibit E 


     

    BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC

    CODE OF ETHICS

    LIST OF REPORTABLE FUNDS OF ACCESS PERSONS

    (See Code of Ethics, V. Compliance Procedures, Section H)

    U.S. Registered Funds – 29

    AIG VALIC I Broad Cap Value Income Fund  

    American Beacon Balanced Fund  

    American Beacon Diversified Fund 

    American Beacon Large Cap Value Fund 

    American Beacon Mid Cap Value Fund 

    American Beacon Small Cap Value Fund  AXA 1290 VT Equity Income Portfolio  Bridge Builder Large Cap Value Fund 

    GuideStone Value Equity Fund  John Hancock Value Equity Fund 

    MassMutual Select Fundamental Value Fund  MassMutual Select Small Cap Value Equity Fund 

    MML Income & Growth Fund 

    Principal LargeCap Value III Fund 

    Principal MidCap Value Fund III  Principal Overseas Fund  Timothy Plan Defensive Strategies Fund 

    Timothy Plan Fixed Income Fund 

    Timothy Plan High Yield Bond Fund 

    Touchstone International Value Fund 

    Touchstone Value Fund 

    Transamerica Barrow Hanley Dividend Focused  

      VP Fund 

    Transamerica Dividend Focused Fund 

    USAA Growth & Income Fund 

    USAA Value Fund 

    Vanguard Variable Insurance Fund   

      Diversified Value Portfolio 

    Vanguard Selected Value Fund  Vanguard Windsor II Fund  Wilshire Large Company Value Fund 

       

    Non-U.S. Registered Funds – 16

    Australia 

    BNP Paribas Global Equity Trust 

    Perpetual Investment Management Limited 

     

    Canada 

    AGF Harmony Overseas Equity Pool  Integra U.S. Value Growth Fund  Jov Prosperity U.S. Equity Fund 

    Leith Wheeler Emerging Markets Equity Fund  MD American Value Fund 

    MD Equity Fund  MDPIM U.S. Equity Pool 

     

    Cayman Islands 

    AXA Offshore Aggressive Multimanager Fund  AXA Offshore Conservative Multimanager Fund  AXA Offshore Moderate Multimanager Fund 

     

    Ireland 

    Old Mutual Value Global Equity Fund 

    RIC II plc Russell Investments Emerging Markets 

      Extended Opportunities Fund 

     

    Luxembourg  

    BrightSphere Global Funds DFV UCITS 

     

    United Kingdom   

    Foreign & Colonial Investment Trust   Large Cap   

     

    BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC

    Exhibit F 


    CODE OF ETHICS AND PERSONAL INVESTMENT POLICY

    For

    Lazard Asset Management LLC
    Lazard Asset Management Securities LLC
    Lazard Asset Management (Canada), Inc.

    And

    Certain Registered Investment Companies

    This Code of Ethics and Personal Investment Policy (the “Policy” or this “Code”) has been adopted by Lazard Asset Management LLC, Lazard Asset Management Securities LLC, Lazard Asset Management (Canada), Inc. (collectively “LAM”), and the U.S.-registered investment companies advised, managed or sponsored by LAM that have adopted this Policy (“LAM Funds”), to set forth (A) the standards of business conduct expected of Covered Persons (as defined below) and (B) certain procedures designed to minimize conflicts and potential conflicts of interest between LAM employees and LAM’s Clients (including the LAM Funds), and between LAM Fund directors or trustees (“Directors”) and the LAM Funds. The Policy is intended to comply with Rule 204A-1 under the Investment Advisers Act of 1940 (the “Advisers Act”), Rule 17j-1 under the Investment Company Act of 1940 (“1940 Act”) and NFA Compliance Rule 2-9. Section II of the Policy, in particular, is designed to prevent fraudulent or manipulative practices, including such practices respecting purchases or sales of Securities held or to be acquired by LAM Client accounts. It is also designed to prevent such practices, including short-term trading or “market timing,” as they relate to Covered Persons’ investments in open-end mutual funds whether or not managed by LAM.

    All employees of LAM, including employees who serve as Fund officers or directors, are treated as access persons under the Advisers Act. They are herein referred to as “Covered Persons,” and are required to adhere to this Policy as well as all laws and regulations applicable to LAM’s business activities. Consultants to LAM also may be deemed Covered Persons by LAM’s Chief Compliance Officer and his/her designees. Additionally, all Directors of the Funds are subject to this Policy as indicated below.

    I. Statement of Principles

    LAM is an investment adviser registered with the Securities and Exchange Commission and offers discretionary and non-discretionary asset management services to its Clients, including the Funds. Accordingly, LAM and its employees serve as fiduciaries to these Clients. This fiduciary relationship requires LAM and Covered Persons to adhere to the highest standards of ethical conduct and seek to avoid even the appearance of improper behavior. In addition, when acting as fiduciaries LAM and Covered Persons must place the interests of the firm’s Clients above their own. (Detailed descriptions of LAM’s fiduciary duties are set forth in Section 1 of the LAM Compliance Manual.)


     

    In order to promote compliance with these fiduciary duties, and to manage potential conflicts of interest, LAM has adopted without limitation:

    • The personal investment procedures set forth in Section II of this Policy;
    • Restrictions on the provision and receipt of gifts and business entertainment, as set forth in Section 33 of the LAM Compliance Manual;
    • The political contribution pre-clearance requirements set forth in Section 36 of the LAM Compliance Manual;
    • The outside business activity pre-clearance requirements set forth in Section 34 of the LAM Compliance Manual;
    • The policies promoting best execution and prohibiting directed brokerage consistent with Rule 12b-1(h)(1) under the 1940 Act, as set forth in Section 16 of the Compliance Manual;
    • The insider trading and Lazard Information Barrier policies set forth in Section 32 of the LAM Compliance Manual; and
    • Policies requiring adherence to anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, as set forth in Section 4 of the LAM Compliance Manual.

    LAM employees are also bound by the Lazard Ltd Code of Business Conduct and Ethics, a copy of which is published on Lazard.com.

    Ensuring compliance with the firm’s policies and applicable laws is the responsibility of every Covered Person. LAM employees are required to report suspected violations to their supervisors or the LAM Legal & Compliance Department. As a matter of policy, LAM will not retaliate against individuals who report suspected violations in good faith. (Details of LAM’s non-retaliation policy may be found in Section 1 of the LAM Compliance Manual.)

    II.      Personal Investment Policy & Procedures A. Overview
    All      Covered Persons owe a fiduciary duty to LAM’s Clients when conducting their personal

    investment transactions. Covered Persons must place the interest of Clients first and avoid activities, interests and relationships that might interfere with the duty to make decisions in the best interests of the Clients. The fundamental standard to be followed in personal securities transactions is that Covered Persons and Directors may not take inappropriate advantage of their positions.


     

    Covered Persons are reminded that they also are subject to other policies of LAM, including the policies noted above concerning insider trading and the receipt of gifts and entertainment. It bears noting that Covered Persons must never trade in a security while in possession of material, non-public information about the issuer or the market for those securities, even if the Covered Person has satisfied all other requirements of this policy.

    LAM’s Chief Compliance Officer shall be responsible for supervising the firm’s implementation of this Code and all record-keeping functions mandated hereunder, including the review of all initial and annual holding reports as well as the quarterly transactions reports described below. The Chief Compliance Officer may delegate certain of the functions under this Policy to others in the Legal & Compliance Department, and shall promptly report to LAM’s General Counsel or the Chief Executive Officer all material violations of, or material deviations from, this Policy. This Policy will be delivered as appropriate to the Directors, who also will be asked to approve any material amendments to the Policy.

    B. Definitions

    “Investment Personnel” of a LAM Fund or LAM, for purposes of this Policy, includes:

    1.      Any employee of the LAM Fund or LAM (or of any company in a control relationship to the LAM Fund or LAM) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by the LAM Fund.
    2.      Any natural person who controls the LAM Fund or LAM and who obtains information concerning recommendations made to the LAM Fund regarding the purchase or sale of securities by the LAM Fund.

    “Personal Securities Accounts,” for purposes of this Policy include any account in or through which a Security can be purchased or sold, which includes, but is not limited to, a brokerage account; a custody account; a bank account; an individual retirement account; a 401(k) plan account that allows investments in Securities beyond open-end mutual funds; and variable annuity accounts or variable life insurance policies that allow investments in Securities beyond open-end mutual funds. Such Personal Securities Accounts include:

    1.      Accounts in the Covered Person’s or Director’s name or accounts in which the Covered Person or Director has a direct or indirect beneficial interest (a definition of Beneficial Ownership is included in Exhibit A);
    2.      Accounts in the name of the Covered Person’s or Director’s spouse;
    3.      Accounts in the name of children under the age of 18, whether or not living with the Covered Person or Director, and accounts in the name of relatives or other individuals living with the Covered Person or Director or for whose support the Covered Person or

     

      Director is wholly or partially responsible (together with the Covered Person’s or Director’s spouse and minor children, “Related Persons”); 1
    4.      Accounts in which the Covered Person or Director or any Related Person directly or indirectly controls, participates in, or has the right to control or participate in, investment decisions.

    For purposes of this Policy, Personal Securities Accounts do not include the following, and each such Account and any transaction in Securities in such Account are not subject to Section II.C through Section II.I of this Policy2:

    1.      Estate or trust accounts in which a Covered Person or Related Person has a beneficial interest, but no power to affect investment decisions, and fully discretionary accounts managed by LAM, another registered investment adviser, a registered representative of a registered broker-dealer or another person/entity approved by the Legal & Compliance Department are permitted to be excepted from the definition if, (i) for Covered Persons and Related Persons, the Covered Person receives permission from the Legal & Compliance Department, and (ii) for all persons covered by this Code, there is no communication between the adviser (or such other approved person/entity) to the account and such person with regard to investment decisions prior to execution;
    2.      Other accounts over which the Covered Person or Related Person has no direct or indirect influence or control, provided the Covered Person obtains consent to maintain the account, and permission to be excepted from the definition, by the Legal & Compliance Department;
    3.      401(k) plan account and similar retirement accounts that permit the participant to invest only in open-end mutual funds and where the Covered Person or Related Person agrees not to invest in any LAM Funds or Sub-Advised Funds;3
    4.      Accounts that may only invest in open-end mutual funds that are not LAM Funds or Sub-Advised Funds, or similar accounts (e.g., direct investment accounts at mutual fund sponsor firms, variable annuity/life contracts issued by investment companies registered under the 1940 Act) where the Covered Person or Related Person agrees not to invest in any LAM Funds or Sub-Advised Funds.
    5.      Qualified state tuition programs (also known as “529 Programs”) where investment options and frequency of transactions are limited by state or federal laws.

    A “Security” or “Securities,” for purposes of this Policy, generally includes any instrument defined in Section 2(a)(36) of the 1940 Act, including the following:

    1 Unless otherwise indicated, all provisions of this Code apply to Related Persons.

    2 Except that Investment Personnel of a LAM Fund or LAM are not exempt from Section II.D.1 through Section II.D.5 of this Policy with respect to transactions in Securities through such accounts.

    3 In particular, LAM employee 401(k) accounts at Fidelity are not Personal Securities Accounts. However, Fidelity Broker-Link brokerage accounts that are linked to employee 401(k) accounts are Personal Securities Accounts.


     

    1.      stocks
    2.      corporate bonds
    3.      shares of closed-end funds, exchange-traded funds (commonly referred to as “ETFs”), exchange-traded notes (“ETNs”) and unit investment trusts
    4.      shares of open-end mutual funds (including the LAM Funds or any mutual fund for which LAM serves as a sub-adviser (“Sub-Advised Funds”))4
    5.      interests in hedge funds
    6.      interests in private equity funds
    7.      limited partnerships
    8.      private placements or unlisted securities
    9.      debentures, and other evidences of indebtedness, including senior debt and, subordinated debt
    10.      investment, commodity or futures contracts
    11.      all derivative instruments such as swaps, options, warrants and structured securities

    For purposes of this Policy, a Security does not include:

    1.      money market mutual funds
    2.      U.S. Treasury obligations (including state and municipal securities collateralized by U.S. Treasury obligations)
    3.      mortgage pass-throughs (e.g., Ginnie Maes) that are direct obligations of the U.S. government
    4.      bankers’ acceptances
    5.      bank certificates of deposit
    6.      commercial paper
    7.      high quality short-term debt instruments (meaning any instrument that has a maturity at issuance of less than 366 days and that is rated in one of the two highest rating categories by a nationally recognized statistical rating organization, such as S&P or Moody's), including repurchase agreements.

    C. Opening and Maintaining Employee Accounts

    All Covered Persons and their Related Persons must generally maintain their Personal Securities Accounts at a broker-dealer approved by the Legal & Compliance Department which will electronically transmit Personal Securities Account information to the Financial Tracking System

    4 A current list of Sub-Advised Funds is maintained by LAM’s operations group and shared with the Legal & Compliance Department and is available to employees upon request.


     

    (the “Approved Broker-Dealers”). Covered Persons and their Related Persons who have Personal Securities Accounts at a broker-dealer that is not capable of transmitting information to the Financial Tracking System electronically generally will be required to transfer such Accounts to an Approved Broker-Dealer (including Fidelity Investments and Charles Schwab). A list of Approved Broker-Dealers is set forth in Exhibit B.

    In rare cases, LAM’s Chief Compliance Office or his/her designee may allow Covered Persons or Related Persons to maintain Personal Securities Accounts at firms other than Approved Broker-Dealers where (A) Approved Broker-Dealers do not offer a particular investment product or service desired by the Covered Person or Related Person, or (B) a Related Person must maintain their Accounts at a specific broker-dealer, by reason of their employment, or (C) in other exceptional circumstances. Covered Persons may submit a request for exemption to the Legal & Compliance Department. For any Personal Securities Account not maintained at an Approved Broker-Dealer, Covered Persons and their Related Persons must arrange to have duplicate copies of trade confirmations and statements provided to the Legal & Compliance Department at the following address: Lazard Asset Management LLC, Attn: Chief Compliance Officer, 30 Rockefeller Plaza, 55th Floor, New York, NY 10112-6300. All other provisions of this policy will continue to apply to any Personal Securities Account that is not maintained at an Approved Broker-Dealer.

    It is the responsibility of Covered Persons to disclose all relevant Personal Securities Accounts to LAM’s Legal & Compliance Department. Pursuant to Section H below, new Covered Persons must disclose their Personal Securities Accounts, and those of their Related Persons, through the Financial Tracking System (or directly to the Legal & Compliance Department) within ten (10) calendar days of joining LAM. Existing Covered Persons must disclose new Personal Securities Accounts for which they or their Related Persons have a beneficial interest promptly to the Legal

    • Compliance Department, before any trading in Securities takes place.
      D. Restrictions

    All trades by Covered Persons or Related Persons in Securities through Personal Securities Accounts must be pre-approved through the Financial Tracking System (or directly by the Legal & Compliance Department where access to the System is not possible) pursuant to the procedures and exceptions set forth in Section E below (the “Pre-Clearance Requirement”).

    1.      Conflicts with Client Activity. Subject to the exceptions below, no Security may be purchased or sold in any Personal Securities Account seven (7) calendar days before or after a LAM Client account trades in the same security (the “Blackout Period”).
    2.      Conflicts with LAM Restricted List. No Security on the LAM Restricted List may be purchased or sold in any Personal Securities Account.
    3.      90 Day Holding Period. Securities transactions, including transactions in LAM Funds or Sub-Advised Funds and any derivatives, must be for investment purposes rather than for speculation. Consequently, subject to Section E below, Covered Persons or their Related Persons may not purchase and sell the same Securities within ninety (90) calendar days (i.e.,

     

      a security acquired may be sold on the 91st day but not the 89th day after acquisition), calculated on a First In, First Out (FIFO) basis (the “90 Day Hold”). Profits from sales that occur within the 90 Day Hold are subject to disgorgement or other sanctions pursuant to Section J below.
    4.      Public Offerings. No transaction for a Personal Securities Account may be made in Securities sold in an initial public offering or secondary offering.
    5.      Private Placements. Securities offered pursuant to a private placement (e.g., hedge funds, private equity funds or any other pooled investment vehicle the interests or shares of which are offered in a private placement) may not be purchased or sold by a Covered Person or Related Person without the prior approval of LAM’s Chief Compliance Officer or his/her designee. Pre-approval of such investments must be requested by Covered Persons through

    the Financial Tracking System. In connection with any decision to approve such a private placement, the Legal & Compliance Department will prepare a report of the decision that explains the reasoning for the decision and an analysis of any potential conflict of interest. Any Covered Person receiving approval to acquire Securities in a private placement must disclose that investment when the Covered Person participates in a subsequent consideration of an investment in such issuer by or for a LAM Client and any decision by or made on behalf of the LAM Client to invest in such issuer will be subject to an independent review by investment personnel of LAM with no personal interest in the issuer.

    6.      Private Funds. Private funds are sold on a private placement basis and as noted above are subject to prior approval by LAM’s Legal & Compliance Department through the Financial Tracking System. In considering whether or not to approve an investment in a hedge fund, the Chief Compliance Officer or his or her designee, will review a copy of the fund’s offering memorandum, subscription documents and other governing documents (“Offering Documents”), along with any side letters, as deemed appropriate in order to ensure that the proposed investment is being made in a manner that does not conflict with LAM’s fiduciary duties.
      Upon receipt of a request by a Covered Person to invest in a hedge fund, the Legal & Compliance Department will contact the Fund of Funds Group (the “Team”) and identify the fund in which the Covered Person has requested permission to invest. The Team will advise the Legal & Compliance Department if the fund is on the Team’s approved list or if the Team is otherwise interested in investing Client assets in the fund. If the fund is not on the Team’s approved list and the Team is not interested in investing in the fund, the Chief Compliance Officer will generally approve the Covered Person’s investment, unless other considerations warrant denying the investment. If the fund is on the approved list or the Team may be interested in investing in the fund, then the Legal & Compliance Department will determine whether the fund is subject to capacity constraints. If the fund is subject to capacity constraints, then the Covered Person’s request will be denied and priority will be given to the Team to invest Client assets in the fund. If the fund is not subject to capacity constraints, then the Covered Person will generally be permitted to invest along with the Team. If the fund is on the approved list or the Team may be interested in investing in the fund, then the

     

      Covered Person’s investment will be reviewed by the Chief Compliance Officer or his or her designee as described above.
    7.      Short Sales. Covered Persons are prohibited from engaging directly in short sales of any security. However, provided the investment is otherwise permitted under this Policy and has received all necessary approvals, an investment in a hedge fund interest or other permitted Security that engages in short selling is permitted. Covered Persons are prohibited from buying or otherwise taking a "long" position in a put option when they do not hold the underlying stock since this can result in a short sale on the expiration date of the contract.
    8.      Inside Information. No transaction may be made in violation of the Material Non-Public Information Policies and Procedures (“Inside Information”) as outlined in Section 32 of the LAM Compliance Manual; and
    9.      Lazard Ltd Stock (LAZ). All trading in shares of LAZ by Covered Persons or Related Persons must be pre-cleared pursuant to Section F below, unless such trading is conducted by Lazard on behalf of Covered Persons or Related Persons through company programs.
      Trading in LAZ shares is subject to special trading prohibitions, the dates and conditions of which are determined by Lazard senior management; typically, LAZ trading will be prohibited beginning two weeks before each calendar quarter end through a date that is two business days after a public earnings announcement. Covered Persons are prohibited from entering into options contracts related to LAZ shares.
    10.      Levered ETFs and ETNs. Covered Persons and Related Persons are prohibited from trading in securities of levered ETFs or ETNs in their Personal Securities Accounts. These financial instruments are inconsistent with the provisions of this Code, insofar as they generally are designed to be held for short-term periods and can invite speculative trade decisions. Examples of prohibited levered ETFs and ETNs are set forth in Exhibit C.
    11.      Directorships. Covered Persons may not serve on the board of directors of any corporation or entity (other than a related Lazard entity) without the prior approval of LAM’s Chief
    Compliance      Officer or General Counsel, pursuant to Section 34 of the LAM Compliance
    Manual.     
    12.      Control of Issuer. Covered Persons and Related Persons may not acquire any security,
    directly      or indirectly, for purposes of obtaining control of the issuer.
    E.      Exemptions

    The Chief Compliance Officer or his/her designee may determine that one of the following exemptions to the Policy applies:

    1.      Exemptions from Pre-Clearance Requirement, Blackout Period and/or 90 Day Hold.
      a)      Investments in open-end mutual funds other than LAM Funds or Sub-Advised Funds are exempt from these three requirements. However, Covered Persons and Related

     

       Persons are required to trade in such fund shares in compliance with the applicable prospectus. For purposes of clarity, investments in LAM Funds and Sub-Advised Funds remain subject to the Blackout Period (to the extent applicable), Pre-Clearance Requirement and 90 Day Hold.
       b)      Investments in non-levered broad-based ETFs and ETNs to this Policy are also exempt from these three requirements; however, sales of any ETFs or ETNs in response to a margin call are subject to the Pre-Clearance Requirement.
       c)      Sales attributable to tax-loss harvesting by a Covered Person or Related Person are subject to the Pre-Clearance Requirement but are not subject to the 90 Day Hold or the Blackout Period.
       d)      Transactions in connection with corporate actions are also exempt from each of the Pre-Clearance Requirement, the Blackout Period and, as applicable, the 90 Day Hold.
       e)      Direct investment programs, which allow the purchase of Securities directly from the issuer without the intermediation of a broker-dealer are exempt from the Blackout Period and the 90 Day Hold, provided that: (i) the timing and size of the purchases are established by a pre-arranged schedule (e.g., dividend reinvestment plans); and (ii) the Covered Persons obtains Pre-Clearance prior to participating in such program.
        Covered Persons also must provide Required Reporting Information relating to such investments in the annual report as specified in Section H.4.
       f)      The Pre-Clearance Requirement, Blackout Period and/or 90 Day Hold generally shall not apply to transactions for which the Covered Person or Related Person does not have, or has relinquished, control. Examples include trades related to (1) deferred compensation award vestings (exempt from all three); (2) the exercise of Security- related rights on a pro rata basis (exempt from all three); and (3) a commitment to trade predetermined amounts of a Security on a specific future date, pre-arranged with the Legal & Compliance Department (exempt from Blackout Period only).
    2.      Exceptions to the Pre-Clearance and/or Blackout Period
      a)      Discretionary Exceptions. Purchases or sales of Securities which receive the prior approval of the Chief Compliance Officer or, in his or her absence, another senior member of the Legal & Compliance Department, may be exempted from the Blackout Period if such purchases or sales are determined to be unlikely to have any material negative economic impact on or give rise to an appearance of impropriety with respect to any Client account managed or advised by LAM. For example, the Chief Compliance Officer or his/her designee may find no conflicts or improprieties where Client activity within a Blackout Period is related to non-material inflows or outflows rather than discretionary investment decisions.

     

    b)      De Minimis Exemptions. The Blackout Period shall not apply to any transaction in (1) an equity Security which does not exceed an aggregate transaction amount of $50,000 of the security, provided the issuer has a market capitalization greater than US $5 billion; (2) an equity Security which does not exceed an aggregate transaction amount of $25,000 of the security, provided the issuer has a market capitalization between US $500 million and US $5 billion; and (3) fixed income Securities, or series of related transactions, involving up to $25,000 face value of that fixed income security, provided that the issuer has a market capitalization of greater than US $5 billion for its equity Securities.

    For purposes of clarity, any Securities subject to an exception above must be included on reports required to be submitted to the Legal & Compliance Department consistent with this Policy.

    Exceptions are not applicable to trades in any Security on the LAM Restricted List or trades in LAZ when a corporate trading prohibition is applicable.

    F. Prohibited Recommendations

    No Investment Personnel shall recommend or execute any Securities transaction for any LAM Client account under his/her discretionary management, without having disclosed, through the Financial Tracking System or otherwise in writing, to the Chief Compliance Officer or his/her designee any direct or indirect interest in such Securities or issuers (including any such interest held by a Related Person). Similarly, no Investment Personnel shall execute any Securities transaction for his/her Personal Securities Account without having disclosed through the Financial Tracking System or otherwise in writing, to the Chief Compliance Officer or his/he designee, any direct or indirect interest that LAM Client accounts under his/her discretionary management may have. The interest could be in the form of:

    1.      Any direct or indirect beneficial ownership of any Securities of such issuer;
    2.      Any contemplated transaction by the person in such Securities;
    3.      Any position with such issuer or its affiliates; or
    4.      Any present or proposed business relationship between such issuer or its affiliates and the Investment Personnel or any party in which such Investment Personnel have a significant interest.

    The Exceptions in Section E(2), above, may apply to the pre-clearance requests subject to this Section F, within the discretion of the Chief Compliance Officer or his/her designee.

    G. Transaction Approval Procedures – Financial Tracking System

    All Security transactions by Covered Persons and Related Persons in Personal Securities Accounts must receive prior approval from the LAM Legal & Compliance Department as described below. To pre-clear a transaction, Covered Persons must on behalf of themselves or a Related Person:


     

    1.      Electronically complete and “sign” the relevant trade request form in the Financial Tracking system, completing all fields accurately [https://secure.financial- tracking.com/login].
    2.      After the request is processed, the Covered Person will be notified by the Financial Tracking System if the order is approved or not approved. If the order is approved, the Covered Person or Related Person is responsible to transmit the order to the broker- dealer where his or her account is maintained.

    Trade approvals from the Financial Tracking System are only valid for the business day in which they are issued. If the approved trade is not executed by the broker-dealer of the Covered Person or Related Person on the business day the approval is received, the proposed trade must be resubmitted to the Financial Tracking System for re-approval.

    Pre-clearance requests will be processed though the Financial Tracking System each business day from approximately 8:30 a.m. ET through 3:45 p.m. ET. The Legal & Compliance Department endeavors to preclear transactions promptly; however, transactions may not always be approved on the day in which they are received. This is especially the case where pre-clearance requests are received late in the business day. Certain factors, such as time of day the order is submitted or length of time it takes to confirm Client activity, all play a role in the length of time it takes to preclear a transaction.

    H.      Required Reporting
    1.      Initial Certification. Within 10 days of becoming a Covered Person, such Covered Person must submit to the Legal & Compliance Department an acknowledgement that they have received a copy of this Policy, and that they have read and understood its provisions.
    2.      Initial Holdings Report. Within 10 days of becoming a Covered Person, the Covered Person must submit to the Legal & Compliance Department a statement of all Securities in which such Covered Person has any direct or indirect beneficial ownership. This statement must include (i) the title, number of shares and principal amount of each Security, (ii) the name of any broker, dealer, insurance company, or bank with whom the Covered Person maintained an account in which any Securities were held for the direct or indirect benefit of such Covered Person and (iii) the date of submission by the Covered Person; (i), (ii) and (iii), together with any other information required by the Financial Tracking System, being the “Required Reporting Information”. The Required Reporting Information provided in this statement must be current as of a date no more than 45 days prior to the Covered Person’s date of employment at LAM.
    3.      Quarterly Report. Within 30 days after the end of each calendar quarter, each Covered Person must provide a statement including the Required Reporting Information to the Legal & Compliance Department via the Financial Tracking System relating to Securities transactions executed during the previous quarter for all Personal

     

    Securities Accounts and any new Personal Securities Accounts in which any Securities were held established during the previous quarter for the direct or indirect benefit of the Covered Person. Any such report may contain a statement that the report shall not be construed as an admission by the person making such report that he or she has any direct or indirect beneficial ownership in the security to which the report relates.

    4.      Annual Report. Each Covered Person shall submit within 45 days after the end of each calendar year an annual report to the Legal & Compliance Department via the Financial Tracking System showing, as of the end of the calendar year the Required Reporting Information for each account in which any Securities are held for the direct or indirect benefit of the Covered Person or Related Persons. For purposes of clarity, a Covered Person’s investments in any direct investment program must be reported on the Covered Person’s annual report.
    5.      Annual Certification. All Covered Persons are required to certify annually via the Financial Tracking System that they have (i) read and understand this Policy and recognize that they are subject to its terms and conditions, (ii) complied with the requirements of this policy and (iii) disclosed or reported all Personal Securities Accounts and transactions required to be disclosed or reported pursuant to this Code.
      LAM will maintain a copy of this Policy on the intranet site accessible to all Covered Persons, and its annual certification request will identify the location of the Policy to all Covered Persons. Amendments to the Policy, if any, will be transmitted to Covered Persons electronically.
    I.      Fund Directors.

    Each Director who is not an “interested person” (as defined in the 1940 Act) of a LAM Fund and who would be required to provide reports pursuant to Section II.H of this Policy solely by reason of being a Director is excepted from such reporting requirements pursuant to Rule 17j-1(d)(2), except that the Director shall make a quarterly report to the Legal & Compliance Department of transactions in Securities if the Director knew or, in the ordinary course of fulfilling his or her official duties as a Director should have known, that during the 15-day period immediately before or after the Director's transaction a LAM Fund on whose board the Director serves purchased or sold a Security, or the LAM Fund or LAM considered purchasing or selling the Security.

    J. Sanctions.

    The Legal & Compliance Department shall track all violations of this Policy and may impose appropriate sanctions, including without limitation warnings, disgorgement of trading profits to charity, and suspension of personal trading privileges. The Department shall report all material violations to LAM’s Chief Executive Officer or General Counsel, who may impose such sanctions as deemed appropriate, including, among other things, a letter of censure, fines, or suspension / termination of the violator’s employment.

    K.      Retention of Records.

     

    All records relating to personal Securities transactions hereunder and other records meeting the requirements of applicable law, including a copy of this policy and any other policies covering the subject matter hereof, shall be maintained in the manner and to the extent required by applicable law, including Rule 204-2 under the Advisers Act and Rule 17j-1 under the 1940 Act. The Legal & Compliance Department shall have the responsibility for maintaining records created under this policy.

    L. Board Review.

    The Chief Compliance Officer shall provide to the Board of Directors of each Fund, on a quarterly basis, a written report regarding activity under this policy, and at least annually, a written report and certification meeting the requirements of Rule 17j-1 under the 1940 Act.

    M. Other Codes of Ethics.

    To the extent that any officer of any Fund is not a Covered Person hereunder, or an investment subadviser of or, for an open-end Fund only, principal underwriter for any Fund and their respective access persons (as defined in Rule 17j-1) are not Covered Persons hereunder, those persons must be covered by separate codes of ethics which are approved in accordance with applicable law.


     

    Exhibit A

    EXPLANATION OF BENEFICIAL OWNERSHIP

    You are considered to have “Beneficial Ownership” of Securities if you have or share a direct or indirect “Pecuniary Interest” in the Securities.

    You have a “Pecuniary Interest” in Securities if you have the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the Securities.

    The following are examples of an indirect Pecuniary Interest in Securities:

    1.      Securities held by members of your immediate family sharing the same household; however, this presumption may be rebutted by convincing evidence that profits derived from transactions in these Securities will not provide you with any economic benefit.
      “Immediate family” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in- law, brother-in-law, or sister-in-law, and includes any adoptive relationship.
    2.      Your interest as a general partner in Securities held by a general or limited partnership.
    3.      Your interest as a manager-member in the Securities held by a limited liability company.
    4.      A performance-related fee, other than an asset-based fee, received by any broker, dealer, bank, insurance company, investment company, investment adviser, investment manager, trustee or person or entity performing a similar function.

    You do not have an indirect Pecuniary Interest in Securities held by a corporation, partnership, limited liability company or other entity in which you hold an equity interest, unless you are a controlling equity holder or you have or share investment control over the Securities held by the entity.

    The following circumstances constitute Beneficial Ownership by you of Securities held by a trust:

    1.      Your status as a trustee where either you or a member of your immediate family is a trust beneficiary.
    2.      Your status as a trust beneficiary and you have or share investment control over trust transactions.
    3.      Your status as a settler of a trust if you have the right to revoke the trust without the consent of a beneficiary and you have or share investment control over the Securities in the trust.

     

    The foregoing is only a summary of the meaning of “beneficial ownership”. For purposes of the attached policy, “beneficial ownership” shall be interpreted in the same manner, as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder.


     

    Exhibit B

    APPROVED BROKER-DEALERS

    PREFERRED BROKERS

    Fidelity

    Charles Schwab

    OTHER APPROVED BROKERS

    Ameriprise E Trade Interactive Brokers Merrill Lynch Morgan Stanley Scottrade TD Ameritrade UBS


     

    Exhibit C

    PROHIBITED LEVERED ETFs AND ETNs (EXAMPLES)

    Note: This is not an exhaustive list of prohibited levered ETFs and ETNs.

    Ticker

    AGA AGLS AGQ AMJL BAR BARS BDCL BDD BGU BGZ BIB BIS BOIL BOM BRIL BRIS BRZS BRZU BUNT BXDC BXDD BXUB BXUC BZQ CEFL CHAU CLAW CMD COWL

    COWS CROC CSMB CURE

    Name

    DB AGRICULTURE DOUBLE SHORT ADVSHRS ACCUVEST GBL LNG SHR PROSHARES ULTRA SILVER CREDIT SUISSE X-LINKSMP2XLVGALRN DIREXION DAILY GOLD BULL 3X DIREXION DAILY GOLD BEAR 3X ETRACS 2X WELLS FARGO BDCI DB BASE METALS DOUBLE LONG DIREXION DAILY LARGE CAP BULL 3X DIREXION DAILY LARGE CAP BEAR 3X PROSHARES ULTRA NASD BIOTECH PROSHARES ULTRASHORT NAS BIO PROSHARES ULTRA BLOOMBERG NA DB BASE METALS DOUBLE SHORT DIREXION DAILY BRIC BULL 3X DIREXION DAILY BRIC BEAR 3X DIREXION DAILY BRAZIL BEAR 3 DIREXION DAILY BRAZIL BULL 3 DB 3X GERMAN BUND FUTURES BARCLAYS ETN+SHORT C S&P 500 BARCLAYS ETN+SHORT D S&P 500 BARCLAYS ETN+LONG B S&P 500 BARCLAYS ETN+LONG C S&P 500 PROSHARES ULTRASHORT MSCI BR ETRACS MONTH PAY 2X LEV C/E DIREXION DAILY CSI 300 CHI A BULL 2X DIREXION DLY HOMEBLD SUP BEAR 3X ULTRASHORT DJ-UBS COMMODITY PR DIREXION DLY AGRI BULL 3X

    DIREXION DAILY AGRI BEAR 3X PROSHARES ULTRASHORT AUD X-LINKS 2XLEVRG MERGER ARB DIREXION HEALTHCARE BULL 3X

     


     

    CZI CZM DAG DDM DEE DGAZ DGLD DGP DIG DPK DPST DRIP DRN DRR DRV DSLV DSTJ DSXJ DTO DUG DUST DVHL DVYL

    DWTIF DXD DXO DYY DZK DZZ EDC EDZ EET EEV EFO EFU EMLB EMSA EPV ERX ERY EUO EURL EURZ

    DIREXION CHINA BEAR 3X SHARES DIREXION CHINA BULL 3X SHARES DB AGRICULTURE DOUBLE LONG PROSHARES ULTRA DOW30 DB COMMODITY DOUBLE SHORT VELOCITYSHARES 3X INVERSE NA VELOCITYSHARES 3X INVERSE GO DB GOLD DOUBLE LONG ETN PROSHARES ULTRA OIL & GAS DIREXION DAILY DEV M BEAR 3X DIREXION DLY REG BANKS BULL 3X DIREXION DLY SP OIL GAS EXP BEAR 3X DIREXION DLY REAL EST BULL3X MARKET VECTORS DBL SHORT EUR DIREXION DLY REAL EST BEAR3X VELOCITYSHARES 3X INVERSE SI JPMORGAN 2X SHORT TREASURY JPMORGAN 2X SHORT 10 YR TREA DB CRUDE OIL DOUBLE SHORT PROSHARES ULTRASHORT OIL&GAS DIREXION DAILY GOLD MINERS I ETRACS MON PAY 2XLEV HI INC ETRACS 2X DJ SEL DVD ETN

    VELOCITYSHARES 3X INVERSE CR PROSHARES ULTRASHORT DOW30 POWERSHARES DB CRUDE OIL 2X DB COMMODITY DOUBLE LONG DIREXION DLY DEV MKT BULL 3X DB GOLD DOUBLE SHORT ETN DIREXION DLY EMG MKT BULL 3X DIREXION DLY EMG MKT BEAR 3X PROSHARES ULT MSCI EMER MKTS PROSHARES ULTSHRT MSCI EM PROSHARES ULTRA MSCI EAFE PROSHARES ULTSHRT MSCI EAFE IPATH LONG ENHANCED MCSI EM IN IPATH SE MSCI EM INDEX ETN PROSHARES ULTRASHORT FTSE EU DIREXION DAILY ENERGY BUL 3X DIREXION DLY ENERGY BEAR 3X PROSHARES ULTRASHORT EURO DIREXION DAILY FTSE EUROPE B DIREXION DAILY FTSE EUROPE B

     


     

    EWV EZJ FAS FAZ FBG FBGX FCGL FEEU FIBG FIEG FIEU FIGY FINU FINZ FLGE FOL FSA FSE FSG FSU FXP GASL GASX GDAY GLDL GLDS GLL GUSH HAKD HAKK HBU HBZ HOML HYDD IGU INDL INDZ IPLT

    ITLT J10L J10U JDST JGBD

    PROSHARES ULTSHRT MSCI JAPAN PROSHARES ULTRA MSCI JAPAN DIREXION DAILY FIN BULL 3X DIREXION DAILY FINL BEAR 3X FI ENHANCED BIG CAP GR ETN FI ENHANCED LARGE CAP GROWTH DIREXION DAILY NATURAL GAS FI ENHANCED EUROPE 50 ETN CS FI ENHANCED BIG CAP GROW FI ENHANCED GLOBAL HI YLD CS FI ENHANCED EUROPE 50 ETN FI ENHANCED GLOBAL HIGH YLD PROSHARES ULTRAPRO FINANCIAL PROSHARES ULTRAPRO SHORT FIN FI LARGE CAP GROWTH ENHANCED FACTORSHARES 2X: OIL-S&P500 FACTORSHARES 2X: TBD-S&P500 FACTORSHARES 2X: S&P500-TBD FACTORSHARES 2X: GOLD-S&P500 FACTORSHARES 2X: S&P500-USD PROSHARES ULTRASHORT FTSE CH DIREXION DLY NAT GAS BULL 3X DIREXION DLY NAT GAS BEAR 3X PROSHARES ULT AUSTRALIAN DOL DIREXION DAILY GOLD BULL 3X DIREXION DAILY GOLD BEAR 3X PROSHARES ULTRASHORT GOLD DIREXION DLY SP OIL GAS EXP BULL 3X DIREXION DAILY CYBER SEC BEAR 2X DIREXION DAILY CYBER SEC BULL 2X PROSHARES ULTRA HOMEBUILDERS PROSHARES ULTRA SHORT HOMEBLD ETRACS MON RESET 2X LEV ISE EHB DIREXION DAILY HIGH YIELD BEAR 2X PROSHARES ULTRA INVEST GRADE DIREXION DAILY MSCI INDIA BU DIREXION DAILY INDIA BEAR 3X 2X INVERSE PLATINUM ETN

    POWERSHARES DB 3X ITAL TR BD GUGGENHEIM INVERSE 2X S&P 50 GUGGENHEIM 2X S&P 500 ETF DIREXION DLY JR GOLD BEAR 3X DB 3X INVERSE JAPANESE GOVT

     


     

    JGBT JNUG JPNL JPNS JPX KOLD KORU

    KORZ KRU LABD LABU LBJ LBND LHB LMLP LPLT

    LRET LSKY LTL MATL MATS MDLL MFLA MFSA MIDU MIDZ MLPL MLPQ MLPZ MORL MVV MWJ MWN MZZ NAIL NUGT PILL PILS PST QID QLD

    REA REC

    DB 3X JAPANESE GOVT BND FUT DIRXN DAILY JR BULL GOLD 3X DIREXION DAILY JAPAN 3X BULL JAPAN DAILY JAPAN 3X BEAR PROSHARES U/S MSCI PAC X-JPN PROSHARES ULTRASHORT BLOOMBE DIREXION DAILY SK BULL 3X

    DIREXION DAILY SOUTH KOREA PROSHARES ULTRA S&P REGIONAL DIREXION DAILY SP BIOTECH BEAR 3X DIREXION DAILY SP BIOTECH BULL 3X DIREXION DLY LAT AMER BULL3X DB 3X LONG 25+ YEAR TREASURY DIREXION DLY LATIN AMER 3X ETRACS MNTH PAY 2XL WF MLP 2X LONG PLATINUM ETN

    ETRACS MON PAY 2XLEV MSCI SU REIT ETRACS MONTHLY 2XLEVERAGED ISE PROSHARES ULTRA TELECOMMUNIC DIREXION DLY BAS MAT BULL 3X DIREXION DLY BAS MAT BEAR 3X DIREXION DAILY MID CAP BULL 2X IPATH LE MSCI EAFE INDEX ETN IPATH SE MSCI EAFE INDEX ETN DIREXION DLY MID CAP BULL 3X DIREXION DLY MID CAP BEAR 3X ETRACS 2X LEV LG ALERIAN MLP ETRACS 2X MON LEV ALER MLP INFRA ETRACS 2X MON LEV SP MLP INDEX B ETRACS MONTHLY PAY 2XLEVERAG PROSHARES ULTRA MIDCAP400 DIREXION DAILY MID CAP BULL 3X SHA DIREXION DAILY MID CAP BEAR 3X SH PROSHARES ULTSHRT MIDCAP400 DIREXION DAILY HOMEBL SUP BULL 3X DIREXION DAILY GOLD MINERS I DIREXION DLY PHARMA MED BULL 2X DIREXION DLY PHARMA MED BEAR 2X PROSHARES ULTRASHORT 7-10 YR PROSHARES ULTRASHORT QQQ PROSHARES ULTRA QQQ

    RYDEX 2X ENERGY RYDEX INV 2X S&P ENERGY

     


     

    RETL RETS REW RFL

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    PZENA INVESTMENT MANAGEMENT, INC.

    PZENA INVESTMENT MANAGEMENT, LLC

    CODE OF BUSINESS CONDUCT AND ETHICS

    (Revised December 2017)


     

    Dear Colleagues/Associates:

         The good name and reputation of Pzena Investment Management, Inc., Pzena Investment Management, LLC and their subsidiaries (collectively, the "Company") are a result of the dedication and hard work of all of us. Together, we are responsible for preserving and enhancing this reputation, a task that is fundamental to our continued well-being. Our goal is not just to comply with the laws and regulations that apply to our business; we also strive to abide by the highest standards of business conduct.

         Set forth in the succeeding pages is the Company's Code of Business Conduct and Ethics ("the Code"). The purpose of the Code is to reinforce and enhance the Company's ethical way of doing business and, in particular, to provide regulations and procedures consistent with the Investment Company Act of 1940 and the Investment Advisers Act of 1940. The contents of the Code are not new, however. The policies set forth here are part of the Company's long-standing tradition of ethical business standards.

         All employees, officers and directors are expected to comply with the policies set forth in the Code. Read the Code carefully and make sure that you understand it, the consequences of non-compliance, and the Code’s importance to the success of the Company. If you have any questions, speak to the Chief Compliance Officer or any of the alternate Compliance Officers identified in the Code.

         The Code should be viewed as the minimum requirements for conduct. The Code cannot and is not intended to cover every applicable law or provide answers to all questions that might arise; for that we must ultimately rely on each person's good sense of what is right, including a sense of when it is proper to seek guidance from others on the appropriate course of conduct. When in doubt about the advisability or propriety of a particular practice or matter, please confer with the Legal and Compliance group.

         We at the Company are committed to providing the best and most competitive services to our clients. Adherence to the policies set forth in the Code will help us achieve that goal.

    Sincerely,

    Richard S. Pzena


     

    Table of Contents
      Page
     
    PUTTING THIS CODE OF BUSINESS CONDUCT AND ETHICS TO WORK 1 
    About this Code of Business Conduct and Ethics 1 
    Purpose 1 
    Employee Provisions 2 
    Implementation 2 
    Definitions 4 
    RESPONSIBILITY TO OUR ORGANIZATION 5 
    Conflicts of Interest 5 
    Prohibited Transactions with Respect to Non-Company Securities* 6 
    Employee Trading Exceptions with Respect to Non-Company Securities* 7 
    Exempt Transactions 7 
    Pre-Clearance Requirement 8 
    Reporting Requirements 8 
    Other Prohibitions 10 
    Company Disclosures 11 
    Review 11 
    Reporting Violations 12 
    Background Checks 12 
    Sanctions 12 
    Required Records 12 
    Record Retention 13 
    Waivers of this Code 14 
    Corporate Opportunities 14 
    Protection and Proper Use of Company Assets 14 
    Client Information 14 
    Portfolio Company Information 14 
    Company Information 14 
    INSIDER TRADING 15 
    FAIR DEALING 15 
    Antitrust Laws 15 
    Conspiracies and Collaborations Among Competitors 15 
    Distribution Issues 16 
    Penalties 17 
    Gathering Information About the Company's Competitors 17 
    RESPONSIBILITY TO OUR PEOPLE 17 
    Equal Employment Opportunity 17 
    Non-Discrimination Policy 18 
    Anti-Harassment Policy 18 
    Individuals and Conduct Covered 18 
    Retaliation 18 
    Reporting an Incident of Harassment, Discrimination or Retaliation 18 
    Leave Policies 19 
    Safety in the Workplace 19 
    Weapons and Workplace Violence 19 
     
    i

     


     

    Drugs and Alcohol 19 
    INTERACTING WITH GOVERNMENT 19 
    Prohibition on Gifts to Government Officials and Employees 19 
    Political Contributions and Activities 20 
    Lobbying Activities 20 
    Bribery of Foreign Officials 20 
    Amendments and Modifications. 21 
    Form ADV Disclosure. 21 
    Employee Certification. 21 

     

    ii


     

    PUTTING THIS CODE OF BUSINESS CONDUCT AND ETHICS TO WORK About this Code of Business Conduct and Ethics

    We at the Company are committed to the highest standards of business conduct in our relationships with each other and with our clients, suppliers, shareholders and others. This requires that we conduct our business in accordance with all applicable laws and regulations and in accordance with the highest standards of business conduct. The Company's Code of Business Conduct and Ethics (this "Code") helps each of us in this endeavor by providing a statement of the fundamental principles and key policies and procedures that govern the conduct of our business. Furthermore, this Code sets out procedures for compliance by the Company, a registered investment adviser to separately managed advisory accounts including registered investment companies (the "Funds") as well as unregistered funds and other private accounts, with Rule 17j-1 under the Investment Company Act of 1940, as amended, Rule 204A-1 and Rule 204-2 under the Investment Advisers Act of 1940, as amended (hereinafter, the Investment Company Act of 1940 and the Investment Advisers Act of 1940 shall collectively be referred to as the "1940 Acts" and Rule 17j-1, Rule 204A-1 and Rule 204-2 shall be collectively referred to as the "Rules"). This Code is designed to establish standards and procedures for the detection and prevention of activities by which persons having knowledge of the investments and investment intentions of the Company's advisory accounts may breach their fiduciary duties, and to avoid and regulate situations that may give rise to conflicts of interest that the Rules address.

    This Code is based on the principle that the Company owes a fiduciary duty to clients, to ensure that its employees conduct their Personal Security Transactions (as defined below) in a manner that does not interfere with clients’ transactions or otherwise take unfair advantage of the Company’s relationship to its clients. The fiduciary principles that govern personal investment activities reflect, at a minimum, the following: (1) the duty at all times to place the interests of the client first; (2) the requirement that all Personal Security Transactions be conducted consistent with this Code and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual's position of trust and responsibility; (3) the fundamental standard that investment personnel should not take inappropriate advantage of their positions; and (4) the requirement that investment personnel comply with applicable Federal securities laws. Our business depends on the reputation of all of us for integrity and principled business conduct. Thus, in many instances, the policies referenced in this Code go beyond the requirements of the law.

    Honesty and integrity are required of the Company and its employees, officers and directors at all times. The standards herein should be viewed as the minimum requirements for conduct. All employees, officers and directors of the Company are encouraged and expected to go above and beyond the standards outlined in this Code in order to provide clients with top level service while adhering to the highest ethical standards.

    This Code is a statement of policies for individual and business conduct and does not, in any way, constitute an employment contract or an assurance of continued employment. Employees of the Company are employed at-will, except when covered by an express, written employment agreement. This means that employees may choose to resign their employment at any time, for any reason or for no reason at all. Similarly, the Company may choose to terminate employees’ employment at any time, for any legal reason or for no reason at all, but not for an unlawful reason.

    Purpose

    The purpose of this Code is to reinforce and enhance the Company's ethical way of doing business and, in particular, to provide regulations and procedures consistent with the 1940 Acts and the Rules. As required by Rule 204A-1, this Code sets forth standards of conduct, requires compliance with the Federal securities laws and addresses personal trading. In addition, this Code is designed to give effect to the general prohibitions set forth in Rule 17j-1(b), to wit:

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    "It is unlawful for any affiliated person of or principal underwriter for a Fund, or any affiliated person of an investment adviser of or principal underwriter for a Fund, in connection with the purchase or sale, directly or indirectly, by the person of a security held or to be acquired by the Fund: (i) To employ any device, scheme or artifice to defraud the Fund; (ii) To make any untrue statement of a material fact to the Fund or omit to state a material fact necessary in order to make the statements made to the Fund, in light of the circumstances under which they are made, not misleading; (iii) To engage in any act, practice, or course of business that operates or would operate as a fraud or deceit on the Fund; or (iv) To engage in any manipulative practice with respect to the Fund.”

    Employee Provisions

    All Access Persons are required to file reports of their Personal Security Transactions (as defined below), excluding exempted securities, as provided in the "Pre-Clearance Requirement" and “Reporting Requirements” sections below and, if they wish to trade in the Company’s stock or in the same securities as any of the Company's advisory accounts, must comply with the specific procedures in effect for such transactions.

    The reports of employees will be reviewed and compared with the activities of the Company's advisory accounts and, if a pattern emerges that indicates abusive trading or noncompliance with applicable procedures, the matter will be referred to the Company's Chief Compliance Officer (the "CCO"), who will make appropriate inquiries and decide what action, if any, is then appropriate, including escalation to the Company's management as needed.

    Implementation

    In order to implement this Code, a CCO and one or more alternate Compliance Officers (each, an "Alternate") shall be designated from time to time for the Company. The current CCO is Joan F. Berger and the current Alternates are Steven Coffey, Geoff Bauer, Jacques Pompy, and Bill Zois.

    The duties of the CCO and each Alternate shall include:

    (i)      Continuous maintenance of a current list of Access Persons as defined herein;
    (ii)      Furnishing all employees with a copy of this Code, and initially and periodically informing them of their duties and obligations thereunder;
    (iii)      Training and educating employees regarding this Code and their responsibilities hereunder;
    (iv)      Maintaining, or supervising the maintenance of, all records required by this Code;
    (v)      Maintaining a list of the Funds that the Company advises or subadvises;
    (vi)      Determining with the assistance of an Approving Officer (as defined below) whether any particular Personal Security Transaction should be exempted pursuant to the provisions of the sections titled "Conflicts of Interest" or "Prohibited Transactions" of this Code;

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    (vii)      Determining with the assistance of an Approving Officer whether special
      circumstances      warrant that any particular security or Personal Security
      Transaction      be temporarily or permanently restricted or prohibited;
    (viii)      Maintaining, from time to time as appropriate, a current list of the securities that
      are      restricted or prohibited pursuant to (vii) above;
    (ix)      Issuing any interpretation of this Code that may appear consistent with the
      objectives      of the Rules and this Code;
    (x)      Conducting such inspections or investigations as shall reasonably be required to
      detect      and report violations of this Code, as described in paragraphs (xi) and (xii)
      below,      to the Company's management and the Board of Directors of Pzena
      Investment      Management, Inc. (the "Board");
    (xi)      Submitting periodic reports to the Company's management containing: (A) a
      description      of any material violation by any non-executive employee of the
      Company      and the sanction imposed; (B) a description of any violation by any
      director      or executive officer of the Company and the sanction imposed; (C)
      interpretations      issued by and any material exemptions or waivers found
      appropriate      by the CCO; and (D) any other significant information concerning
      the      appropriateness of this Code; and
    (xii)      Submitting a report at least annually to the Board and the Executive Committee
      of      Pzena Investment Management, LLC (the "Executive Committee") that:
      (A)      summarizes existing procedures concerning personal investing and any
      changes      in the procedures made during the past year; (B) identifies the violations
      described      in clauses (A) and (B) of the preceding paragraph (xi); (C) identifies
      any      recommended changes in existing restrictions or procedures based upon
      experience      under this Code, evolving industry practices or developments in
      applicable      laws or regulations; and (D) reports of efforts made with respect to the
      implementation      of this Code through orientation and training programs and
      ongoing      reminders.

    Each of us is responsible for knowing and understanding the policies and guidelines contained in the following pages. If persons have questions, please ask them; if they have ethical concerns, please raise them. The CCO, who is responsible for overseeing and monitoring compliance with this Code, and the other resources set forth in this Code are available to answer questions and provide guidance and for persons to report suspected misconduct. Our conduct should reflect the Company's values, demonstrate ethical leadership, and promote a work environment that upholds the Company's reputation for integrity, ethical conduct and trust.

    Copies of this Code are available from the CCO, the General Counsel and on the Company's website. A statement of compliance with this Code must be signed by all officers, directors and employees on an annual basis.

    This Code cannot provide definitive answers to all questions. If employees have questions regarding any of the policies discussed in this Code or if employees are in doubt about the best course of action in a particular situation, employees should seek guidance from a supervisor, the CCO or the other resources identified in this Code.

    This Code is a statement of the fundamental principles and key policies and procedures that govern the conduct of the Company's business. It is not intended to and does not create any obligations to or rights in any employee, director, client, supplier, competitor, shareholder or any other person or entity.

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    Definitions

    For purposes of this Code:

    (i)      "Access Person(s)" means any employee, officer, or director (provided that directors may rebut the presumption of access established under Rule 17j-1(a)(1) by way of certification) of the Company. Contractors, interns, and other temporary staff are not generally included; however, we seek separate confidentiality representations from such persons.
    (ii)      "Approving Officer" means Richard S. Pzena, John P. Goetz, Ben Silver, Allison Fisch, or designee.
    (iii)      A security is "being considered for purchase or sale" when, subject to the Company's systematic buy/sell discipline as described in its Form ADV and client and prospect presentations, (i) a recommendation to purchase or sell that security has been made by the Company to an advisory account (e.g., the Portfolio Manager has instructed Portfolio Administration to begin preparing orders) or (ii) the Portfolio Manager is seriously considering making such a recommendation.
    (iv)      "Beneficial Ownership" means any interest by which an employee or officer or any member of such person's “immediate family” (which, for purposes of this Code includes a spouse or civil partner (wherever they may live), dependent child or stepchild (wherever they may live), or parent, sibling or other relative by blood or marriage living in the same household as the employee) can directly or indirectly derive a monetary benefit from the purchase, sale or ownership of a Security. Thus, a person may be deemed to have Beneficial Ownership of Securities held in accounts in such person's own name, such person's spouse’s name, and in all other accounts over which such person does or could be presumed to exercise investment decision-making powers, or other influence or control1, including trust accounts, partnership accounts, corporate accounts or
    other      joint ownership or pooling arrangements; provided however, that with
    respect      to spouses, a person shall no longer be deemed to have Beneficial
    Ownership      of any accounts not held jointly with his or her spouse if the person
    and      the spouse are legally separated or divorced and are not living in the same
    household.     
    (v)      "Exempt Transactions" means the transactions described in the section hereof
    titled      "Exempt Transactions."
    (vi)      "Personal Security Transaction" means, for any employee or officer, a purchase,
    sale,      gifting or donation of a Security in which such person has, had, or will
    acquire      a Beneficial Ownership.

    1 In accordance with foreign regulations, this would include, without limitation, any Security with which the Access Person is linked as a result of: (i) directly or indirectly controlling the Security (in particular, but without limitation, by way of (i) having a majority of the voting rights in that Security; or (ii) by being a shareholder in that Security and having rights to appoint or remove a majority of the relevant Board, or to exercise a dominant influence over it under a shareholders’ agreement); or (ii) having a participating interest in the Security, by holding, directly or indirectly, at least 20% or more of the voting rights or capital.

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    (vii) "Purchase and Sale of a Security" includes, inter alia, the writing of an option to purchase or sell a Security. In addition, the "sale of a Security" also includes the disposition by a person of that security by donation or gift. On the other hand, the acquisition by a person of a security by inheritance or gift is not treated as a "purchase" of that Security under this Code as it is an involuntary purchase that is an Exempt Transaction under clause (iii) of the section titled "Exempt Transactions" below.

    (viii) "Security" shall mean any common stock, preferred stock, treasury stock, single stock future, exchange traded fund or note, hedge fund, mutual fund, private

    placement, limited partnership interest, note, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, transferable share, voting-trust certificate, certificate of deposit for a Security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any Security (including a certificate of deposit) or on any group of Securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a "Security," or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.

    RESPONSIBILITY TO OUR ORGANIZATION

    Company employees, officers and directors are expected to dedicate their best efforts to advancing the Company's interests and to make decisions that affect the Company based on the Company's best interests, independent of outside influences.

    Conflicts of Interest

    A conflict of interest occurs when employees’ private interests interfere, or even appear to interfere, with the interests of the Company. A conflict situation may arise when employees take actions or have interests that make it difficult for employees to perform Company work objectively and effectively. Each employee’s obligation to conduct the Company's business in an honest and ethical manner includes the ethical handling of actual, apparent and potential conflicts of interest between personal and business relationships. This includes full disclosure of any actual, apparent or potential conflicts of interest as set forth below.

    As a fiduciary, the Company has an affirmative duty of care, loyalty, honesty, and good faith to act in the best interest of its clients. Compliance with this duty can be achieved by avoiding conflicts of interest or, when impracticable to do so, by fully disclosing all material facts concerning any conflict that does arise with respect to any client and following appropriate procedures designed to minimize any such conflict. Employees must try to avoid situations that have even the appearance of conflict or impropriety. Potential conflicts of interest should be brought to the attention of the CCO, who will determine whether further action is warranted (e.g., escalating such issues to the Risk Management Committee and/or Executive Committee, and/or recommending policy changes or additional disclosure).

    (i)      Conflicts of interest may arise where the Company or its employees have reason to favor the interests of one client over another client. Favoritism of one client over another client constitutes a breach of fiduciary duty.
    (ii)      Employees are prohibited from using knowledge about pending or currently considered securities transactions for clients to profit personally, directly or indirectly, as a result of such transactions, including by purchasing or selling

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      such securities. Conflicts raised by Personal Security Transactions also are addressed more specifically below.
    (iii)      If the Company determines that an employee’s Beneficial Ownership of a Security presents a material conflict, the employee may be restricted from participating in any decision-making process regarding the Security. This may be particularly true in the case of proxy voting, and employees are expected to refer to and strictly adhere to the Company’s proxy voting policies and procedures in this regard.
    (iv)      Employees are required to act in the best interests of the Company’s clients regarding execution and other costs paid by clients for brokerage services.
      Employees are expected to refer to and strictly adhere to the Company’s Best Execution policies and procedures.
    (v)      Access Persons are not permitted to knowingly sell to or purchase from a client any security or other property, except Securities issued by the client.

    Employees, officers and directors are prohibited from trading, either personally or on behalf of others, while in possession of material, nonpublic information. The Company’s Insider Trading Policy is hereby incorporated by reference and employees, officers and directors are required to comply with the provisions therein.

    Prohibited Transactions with Respect to Non-Company Securities*

    (i)      No Access Person or any member of such Access Person's immediate family may enter into a Personal Security Transaction with actual knowledge that, at the same time, such Security is "being considered for purchase or sale" by advisory accounts of the Company, or that such Security is the subject of an outstanding purchase or sale order by advisory accounts of the Company except as provided below in the section titled "Employee Trading Exceptions with Respect to Non- Company Securities";
    (ii)      Except under the circumstances described in the section below titled "Employee Trading Exceptions with Respect to Non-Company Securities," no Access Person or any member of such Access Person's immediate family shall purchase or sell any Security within one business day before or after the purchase or sale of that Security by advisory accounts of the Company;
    (iii)      No Access Person or any member of such Access Person’s immediate family shall be permitted to effect a short-term trade (i.e., to purchase and subsequently sell within 60 calendar days, or to sell and subsequently purchase within 60 calendar days) involving the same or equivalent Securities;
    (iv)      No Access Person or any member of such Access Person’s immediate family is permitted to enter into a Personal Security Transaction for any Security that is named on a restricted list;
    (v)      No Access Person or any member of such Access Person's immediate family shall purchase any Security in an Initial Public Offering (other than a Security issued by the Company);
    (vi)      No Access Person or any member of such Access Person’s immediate family shall, without the express prior approval of the CCO, acquire any Security in a private placement, and if a private placement Security is acquired, such employee must disclose that investment when he/she becomes aware of the Company's

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    subsequent consideration of any investment in that issuer, and in such circumstances, an independent review shall be conducted by the CCO;

    *For any transactions by employees, directors and certain related persons in the Company’s Securities, please refer to the separate policy titled "Restrictions on Transactions in the Company’s Securities."

    Employee Trading Exceptions with Respect to Non-Company Securities*

    Notwithstanding the prohibitions of the above section titled "Conflicts of Interest," an employee is permitted to purchase or sell any Security other than the Company's Securities within one business day of the purchase or sale of that Security by advisory accounts of the Company if the purchase or sale of the Security is approved or allocated only after the Company's advisory accounts have each received their full allocation of the Security purchased or sold on that day.

    *For any transactions by employees, directors and certain related persons in the Company’s Securities, please refer to the separate policy titled "Restrictions on Transactions in the Company’s Securities."

    Exempt Transactions

    The following transactions are exempt from the pre-clearance, prohibitions, and reporting provisions of this Code:

    (i)      Purchases or sales of Securities of an open-end mutual fund, index fund, money market fund or other registered investment company that is not advised or subadvised by the Company;
    (ii)      Purchases or sales of Securities for an account over which an employee has no direct control and does not exercise indirect control (e.g., an account managed on a fully discretionary basis by a third party);
    (iii)      Involuntary purchases or sales made by an employee;
    (iv)      Purchases that are part of an automatic dividend reinvestment plan;
    (v)      Purchases that are part of an automatic investment plan, except that any transactions that override the preset schedule of allocations of the automatic investment plan must be reported in a quarterly transaction report;
    (vi)      Purchases or sales of U.S. Treasury Securities (including purchases directly from the Treasury or a Federal Reserve Bank) and other direct obligations of the U.S.
      Government, as well as unsecured obligations of U.S. Government sponsored enterprises;
    (vii)      Purchases or sales of money market instruments, such as bankers acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments;
    (viii)      Purchases or sales of units in a unit investment trust if the unit investment trust is invested exclusively in unaffiliated mutual funds;
    (ix)      Purchases resulting from the exercise of rights acquired from an issuer as part of a pro rata distribution to all holders of a class of securities of such issuer and the sale of such rights.
    (x)      Purchases or sales of futures (except individual stock futures contracts) and commodity contracts; and

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    The following transactions are exempt from the pre-clearance and prohibitions provisions of this Code; however the reporting requirements of this Code shall apply to:

    (i) Purchases or sales of open-end mutual funds advised or subadvised by the Company; (ii) Purchases or sales of closed-end mutual funds, exchange traded funds or notes (ETF/ETN), and derivatives of such securities; (iii) Purchases or sales of municipal securities.

    Pre-Clearance Requirement

    (i) Unless an exception is granted by the CCO, each Access Person and each member of their immediate family must pre-clear all Personal Security Transactions by submitting a request through the Schwab Compliance Technology (“SCT”) system and awaiting approval. A pre-clearance request to trade in a security that is held in a client account, or a security that is being considered for client purchase or sale, must also be accompanied by a fully completed Securities Transaction Pre-Clearance Form, which includes the signature of an Approving Officer, the CCO (or Alternate), the relevant Portfolio Manager, and the Trading Desk. The SCT system will include a list of all such securities within a “Restricted List.” The Securities Transaction Pre-Clearance Form can be found in the SCT system under the “My Policies” link; (ii) All pre-cleared Personal Security Transactions, with the exception of private placements, must take place on the same day that the clearance is obtained. If the transaction is not completed on the date of clearance, a new clearance must be obtained, including one for any uncompleted portion. Post-approval is not permitted under this Code. If it is determined that a trade was completed before approval was obtained, it will be considered a violation of this Code; and (iii) In addition to the restrictions contained in the "Conflicts of Interest" section hereof, an Approving Officer or the CCO may refuse to grant clearance of a Personal Security Transaction in his or her sole discretion without being required to specify any reason for the refusal. Generally, an Approving Officer or the CCO will consider the following factors in determining whether or not to clear a proposed transaction:

    (1)      whether the amount or the nature of the transaction or person making it is likely to affect the price or market of the security; and
    (2)      whether the individual making the proposed purchase or sale is likely to receive a disproportionate benefit from purchases or sales being made or considered on behalf of any of the advisory clients of the Company.

    The pre-clearance requirement does not apply to Exempt Transactions. In case of doubt, the employee may present a Securities Transaction Pre-clearance Request Form to the CCO for consideration.

    Reporting Requirements

    (i)      No later than 10 days after becoming an employee, each individual shall provide a listing of all securities Beneficially Owned by the employee (an "Initial Holdings Report"). The information in the Initial Holdings Report must be current as of a date no more than 45 days prior to the date the person became an employee. The Initial Holdings Report should be furnished to the CCO,

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      Alternate      or any other person whom the Company designates and contain the
      following      information:
      (1)      The title and type of security, and, as applicable, the exchange ticker symbol or CUSIP number, the number of shares or the principal amount of each reportable security in which the Access Person had any direct or indirect beneficial ownership when the person became an Access Person;
      (2)      The name of any broker, dealer or bank with whom the Access Person maintains an account in which any reportable securities were held for the direct or indirect benefit of the Access Person, the account number; and
      (3)      The date the report is submitted by the Access Person.
    (ii)      All employees must direct their brokers and/or affiliated mutual fund custodians
      to      supply the CCO on a timely basis with duplicate copies of monthly or
      quarterly      statements for all personal securities accounts as are customarily
      provided      by the firms maintaining such accounts. For all U.S.-based employees,
      unless      otherwise approved by the CCO, brokerage accounts may only be
      maintained      at the brokerage firms that provide the Company with a direct
      electronic      feed through the SCT system. The list of approved brokerage firms is
      available      from the CCO or designee. Accounts that are managed on a fully
      discretionary      basis by an outside adviser (i.e. the employee has no direct control
      and      does not exercise indirect control) are exempt from this requirement.
    (iii)      Such duplicate statements must contain the following information (as
      applicable):     
      (1)      The date and nature of each transaction (purchase, sale or any other type of acquisition or disposition), if any;
      (2)      Title, and as applicable the exchange ticker symbol or CUSIP number (if any), interest rate and maturity date, number of shares and, principal amount of each security and the price at which the transaction was effected;
      (3)      The name of the broker, dealer or bank with or through whom the transaction was effected; and
      (4)      The date of issuance of the duplicate statements.
    (iv)      No later than 30 days after each calendar quarter, all employees covered by this
      Code      shall provide quarterly transaction reports confirming that they have
      disclosed      or reported all Personal Security Transactions and holdings required to
      be      disclosed or reported pursuant hereto for the previous quarter.
    (v)      Within forty-five days of the end of each calendar year, all employees shall
      provide      annual holdings reports listing all securities Beneficially Owned by the
      employee      (the "Annual Holdings Report"). The information contained in the
      Annual      Holdings Report shall be current as of a date no more than 45 days prior
      to      the date the report is submitted, and shall include:
      (1)      The title and type of security, and, as applicable, the exchange ticker symbol or CUSIP number, the number of shares or the principal amount of each security in which the Access Person had any direct or indirect beneficial ownership;

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    (2)      The name of any broker, dealer or bank with whom the Access Person maintains an account in which any securities were held for the direct or indirect benefit of the Access Person, the account number; and
    (3)      The date the report is submitted by the Access Person.

    (vi) Any statement or report submitted in accordance with this section may, at the request of the employee submitting the report, contain a statement that it is not to be construed as an admission that the person making it has or had any direct or indirect Beneficial Ownership in any Security to which the report relates.

    (vii) All employees shall certify in writing, annually, that they have read and understand this Code and have complied with the requirements hereof and that they have disclosed or reported all Personal Security Transactions and holdings required to be disclosed or reported pursuant hereto.

    (viii) The CCO shall retain a separate file for each employee that shall contain the monthly/quarterly account statements, quarterly and annual reports listed above and all Securities Transaction Pre-clearance Forms.

    (ix) With respect to the receipt of gifts and entertainment, all employees shall promptly report on a form designated by the CCO the nature of such gift or entertainment, the date received, its approximate value, the giver and the giver's relationship to the Company.

    (x) With respect to reports regarding accounting matters, the Company is committed to compliance with applicable securities laws, rules, and regulations, accounting standards and internal accounting controls. Employees are expected to report any complaints or concerns regarding accounting, internal accounting controls and auditing matters ("Accounting Matters") promptly. Reports may be made to the General Counsel or the CCO in person, or by calling the Helpline at 1-888-475-8376. Reports may be made anonymously to the Helpline; or in writing to the General Counsel or the CCO at their offices by inter-office or regular mail. All reports will be treated confidentially to the extent reasonably possible. No one will be subject to retaliation because of a good faith report of a complaint or concern regarding Accounting Matters.

    Other Prohibitions

    Gifts

    No Access Person shall accept any gifts or anything else of more than a de minimis value from any person or entity that does business with or on behalf of the Company or any of the advisory accounts of the Company. For purposes hereof, "de minimis value" shall mean a value of less than $100 per calendar year, or such higher amount as may be set forth in FINRA Conduct Rule 3220 from time to time. Furthermore, all gifts to consultants and other decision-makers for client accounts must be reasonable in value and must be pre-approved by the Managing Principal, Marketing and Client Services and the CCO before distribution. The Company has adopted a Business Gift and Entertainment Policy, which is located in the Company’s Compliance Manual.

    Political Contributions

    No Access Person may make political or charitable contributions for the purpose of obtaining or retaining advisory contracts with government entities. In addition, no Access Person may consider the Company's current or anticipated business relationships as a factor in soliciting

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    political or charitable contributions. The Company has adopted a Political Contributions Policy which is located in the Company’s Compliance Manual.

    Outside Business Activities

    No director or executive officer of the Company may serve on the board of directors (or similar governing body) of any corporation or business entity without the prior written approval of the Company's management. Non-executive employees of the Company may only serve on the board of directors (or similar governing body) of a corporation or business entity with the prior written approval of the CCO in consultation with the Company's management, and if necessary the Board. Prior written approval of the CCO is also required in the following two (2) additional scenarios:

    (1) Advisory Committee positions of any business, government or charitable entity where the members of the committee have the ability or authority to affect or influence the selection of investment managers or the selection of the investment of the entity's operating, endowment, pension or other funds.

    (2) Positions on the board of directors, trustees or any advisory committee of a Company client or any potential client who is actively considering engaging the Company’s investment advisory services.

    Access Persons, subject to prior written supervisory approval and departmental restrictions, are permitted to engage in outside employment or other business activity (“Outside Business Activity”) if it is free of any actions that could be considered a conflict of interest. Outside Business Activity must not adversely affect an Access Person's job performance at the Company, and must not result in absenteeism, tardiness or an Access Person's inability to work overtime when requested or required. Access Persons may not engage in Outside Business Activity that requires or involves using Company time, materials or resources.

    Company Disclosures

    It is Company policy to make full, fair, accurate, timely and understandable disclosure in compliance with all applicable laws and regulations in all reports and documents that the Company files with, or submits to, the SEC and in all other public communications made by the Company.

    Employees must complete all Company documents accurately, truthfully, and in a timely manner, including all travel and expense reports. When applicable, documents must be properly authorized. Employees must record the Company's financial activities in compliance with all applicable laws and accounting practices. The making of false or misleading entries, records or documentation is strictly prohibited. Employees must never create a false or misleading report or make a payment or establish an account on behalf of the Company with the understanding that any part of the payment or account is to be used for a purpose other than as described by the supporting documents.

    Review

    All pre-clearance requests, statements and reports of Personal Security Transactions and completed portfolio transactions of each of the Company’s advisory clients shall be compared by or under the supervision of the CCO to determine whether a possible violation of this Code and/or other applicable trading procedures may have occurred. Before making any final determination that a violation has been committed by any person, the CCO shall give such person an opportunity to supply additional explanatory information.

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    If the CCO or Alternate determines that a material violation of this Code has or may have occurred, he or she shall, following consultation with counsel to the Company if needed, submit a written determination and any additional explanatory material provided by the individual to the Company's management, the Board and the Executive Committee as necessary.

    No person shall review his or her own report. If a Personal Security Transaction of the CCO or the CCO's spouse is under consideration, an Alternate shall act in all respects in the manner prescribed herein for the CCO.

    Reporting Violations

    Any violations of this Code including violations of applicable Federal securities laws, whether actual, known, apparent or suspected, should be reported promptly to the CCO or to any other person the Company may designate (as long as the CCO periodically receives reports of all violations). It is imperative that reporting persons not conduct their own preliminary investigations. Investigations of alleged violations may involve complex legal issues, and an employee acting on his own may compromise the integrity of an investigation and adversely affect both employees and the Company.

    Any reports of violations will be treated confidentially to the extent permitted by law and reasonably possible, and investigated promptly and appropriately. Any such reports may also be submitted anonymously. Employees are encouraged to consult the CCO with respect to any transaction that may violate this Code and to refrain from any action or transaction that might lead to the appearance of a violation. Any retaliation against an individual who reports a violation is prohibited and constitutes a further violation of this Code.

    The Company has a 24-hour Helpline, 1-888-475-8376, which employees can use to report violations of the Company's policies or to seek guidance on those policies. Employees may report suspected violations to or ask questions of the Helpline anonymously; however, providing such employee's name may expedite the time it takes the Company to respond to such employee's call, and it also allows the Company to contact an employee if necessary during any investigation. Either way, the Company should treat the information that employees provide as confidential.

    Background Checks

    Employees are required to promptly report any criminal, regulatory or governmental investigations or convictions to which they become subject. Each employee is required to promptly complete and return any background questionnaires that the Company's Legal and Compliance group may circulate.

    Sanctions

    The Company intends to use every reasonable effort to prevent the occurrence of conduct not in compliance with this Code and to halt any such conduct that may occur as soon as reasonably possible after its discovery. Any violation of this Code shall be subject to the imposition of such sanctions by the CCO as may be deemed appropriate under the circumstances to achieve the purposes of the Rules and this Code, and may include suspension or termination of employment or of trading privileges, the rescission of trades, a written censure, imposition of fines or of restrictions on the number or type of providers of personal accounts; and/or requiring equitable restitution.

    Required Records

    Required Records (as listed in this section) must be kept in an easily accessible place. In addition, no records should be selectively destroyed and all records must be retained if they are connected with any litigation/government investigation. The CCO shall maintain and cause to be maintained in an easily accessible place, the following records:

    (a)      A copy of any Code that has been in effect at any time during the past five years;

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    (b)      A record of any violation of this Code and any action taken as a result of such violation for five years from the end of the fiscal year in which the violation occurred;
    (c)      A copy of each report made by the CCO within two years from the end of the fiscal year of the Company in which such report or interpretation is made or issued (and for an additional three years in a place that need not be easily accessible);
    (d)      A list of the names of persons who are currently, or within the past five years were, employees;
    (e)      A record of all written acknowledgements of receipt of this Code for each person who is currently, or within the past five years was, subject to this Code;
    (f)      Holdings and transactions reports made pursuant to this Code, including any brokerage account statements made in lieu of these reports;
    (g)      All pre-clearance forms shall be maintained for at least five years after the end of the fiscal year in which the approval was granted;
    (h)      A record of any decision approving the acquisition of securities by employees in limited offerings for at least five years after the end of the fiscal year in which approval was granted;
    (i)      Any exceptions reports prepared by Approving Officers or the Compliance Officer;
    (j)      A record of persons responsible for reviewing employees' reports currently or during the last five years; and
    (k)      A copy of reports provided to a Fund's board of directors regarding this Code.

    For the first two years, the required records shall be maintained in the Company's New York offices.

    Record Retention

    In the course of its business, the Company produces and receives large numbers of records. Numerous laws require the retention of certain Company records for various periods of time. The Company is committed to compliance with all applicable laws and regulations relating to the preservation of records. The Company's policy is to identify, maintain, safeguard and destroy or retain all records in the Company's possession on a systematic and regular basis. Under no circumstances are Company records to be destroyed selectively or to be maintained outside Company premises or designated storage facilities, except in those instances where Company records may be temporarily brought home by employees working from home in accordance with approvals from their supervisors or applicable policies about working from home or other remote locations.

    If employees learn of a subpoena or a pending or contemplated litigation or government investigation, employees should immediately contact the General Counsel. Employees must retain and preserve ALL records that may be responsive to the subpoena or relevant to the litigation or that may pertain to the investigation until employees are advised by the Legal and Compliance group as to how to proceed. Employees must also affirmatively preserve from destruction all relevant records that without intervention would automatically be destroyed or erased (such as e-mails and voicemail messages). Destruction of such records, even if inadvertent, could seriously prejudice the Company. If employees have any questions regarding whether a particular record pertains to a pending or contemplated investigation or litigation or may be responsive to a subpoena or regarding how to preserve particular types of records, employees should preserve the records in question and ask the Legal and Compliance group for advice.

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    Waivers of this Code

    Waivers for directors and executive officers may be made by either the Board or the Audit Committee of the Board and must be promptly disclosed as required by law. Waivers for non-executive officers and employees may be made by the CCO.

    Corporate Opportunities

    Employees and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. If employees learn of a business or investment opportunity through the use of corporate property or information or an employee's position at the Company, such as from a competitor or actual or potential client, supplier or business associate of the Company, employees may not participate in the opportunity or make the investment without the prior written approval of the CCO. Directors must obtain the prior approval of the Board. Such an opportunity should be considered an investment opportunity for the Company in the first instance. Employees may not use corporate property or information or an employee's position at the Company for improper personal gain, and employees may not compete with the Company.

    Protection and Proper Use of Company Assets

    We each have a duty to protect the Company's assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company's profitability. We should take measures to prevent damage to and theft or misuse of Company property. When employees leave the Company, all Company property must be returned to the Company. Except as specifically authorized, Company assets, including Company time, equipment, materials, resources and proprietary information, must be used for business purposes only.

    Client Information

    Current Federal regulations are designed to protect the privacy of customers of financial institutions and financial services providers. In this regard, the Company has adopted privacy policies (the "Privacy Policies") by which each employee of the Company must agree to abide. The CCO will ensure that each employee of the Company acknowledges their adherence to the Privacy Policies. A copy of the Privacy Policies is found in the Company’s Compliance Manual. The Company will keep a copy of the Privacy Policies and will make them available upon request.

    Portfolio Company Information

    Certain limitations on trading and other activities may result from employees of the Company receiving access to material, nonpublic information regarding the plans, earnings, operations or financial condition of issuers ("Portfolio Companies"). If, in employee conversations, meetings or written communications with Portfolio Company management, employees are told (or have reason to believe) that the information employees have received is not public, employees should notify the CCO immediately. If employees are forewarned that the information employees are about to receive is confidential/not public, employees should ask the person not to disclose the information to employees until employees have a chance to check with the Legal and Compliance group. The Company’s Insider Trading Policy more fully discusses material, nonpublic information.

    Company Information

    Unless employees are doing so in connection with Company duties and responsibilities, employees should not discuss specific details about the Company’s business with unauthorized persons, including family members. Even when representing the Company, employees need to be careful about disclosing certain information. Engaging in discussions with outside parties (who are not custodians and brokers or dealers implementing such strategies and transactions for us) about specific strategies or transactions in Portfolio Companies that the Company is or is considering implementing for clients may present a

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    conflict of interest for the Company and may even subject the recipient of such information to this Code (including its personal trading policies). It is very important to remember this when having discussions with personal friends, social acquaintances and former business associates or colleagues who are active investment management professionals (e.g., hedge fund managers, other investment advisers). It is equally important to remember this when employees are discussing the Company’s business or clients with colleagues in public places (e.g., elevators, lunch lines). Employees should be particularly careful not to use actual company or client names in any public settings.

    Information that is proprietary to the Company should not be shared with others. With regard to what might constitute material that is proprietary and/or should not be shared, employees may use a simple guideline that if we paid for it or if we created it, it is likely proprietary and should not be shared. For example, the Company's proprietary stock analysis software should not be shared with others.

    INSIDER TRADING

    Various Federal and state securities laws and the Investment Advisers Act of 1940 (Section 204A) require every investment adviser to establish, maintain and enforce written policies and procedures reasonably designed, taking into consideration the nature of such adviser's business, to prevent the misuse of material, nonpublic information in violation of the Investment Advisers Act of 1940 or other securities laws by the investment adviser or any person associated with the investment adviser.

    The CCO has the primary responsibility for the implementation and monitoring of the Company's Insider Trading Policy, practices, disclosures and recordkeeping. The Company’s Insider Trading Policy is designed to detect and prevent illegal insider trading. The Insider Trading Policy covers: (i) the Company, (ii) all persons controlled by, controlling or under common control with the Company (iii) consultants, subtenants, office occupants or other persons who are deemed to be Access Persons under this Code; and (iv) each and every employee, officer, director, general partner and member of the Company and any person described in clause (ii) (all persons described in this paragraph are referred to collectively as the "Covered Persons"). The Insider Trading Policy extends to activities both within and outside each Covered Person’s relationship with the Company. The CCO will ensure that each employee of the Company acknowledges their adherence to the Insider Trading Policy. The Company will keep a copy of the Insider Trading Policy and will make it available upon request.

    FAIR DEALING

    The Company depends on its reputation for quality, service and integrity. The way we deal with our clients, competitors and suppliers molds our reputation, builds long-term trust and ultimately determines our success. Employees should endeavor to deal fairly with the Company's clients, suppliers, competitors and other employees. We must never take unfair advantage of others through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice.

    Antitrust Laws

    While the Company competes vigorously in all of its business activities, its efforts in the marketplace must be conducted in accordance with all applicable antitrust and competition laws. While it is impossible to describe antitrust and competition laws fully in any code of business conduct, this Code gives an overview of the types of conduct that are particularly likely to raise antitrust concerns. If employees are or become engaged in activities similar to those identified in this Code, employees should consult the Legal and Compliance group for further guidance.

    Conspiracies and Collaborations Among Competitors

    One of the primary goals of the antitrust laws is to promote and preserve each competitor's independence when making decisions on price, output, and other competitively sensitive factors. Some of the most serious antitrust offenses are agreements between competitors that limit independent judgment and restrain trade, such as agreements to fix prices, restrict output or control the quality of products, or to

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    divide a market for clients, territories, products or purchases. Employees should not agree with any competitor on any of these topics, as these agreements are virtually always unlawful. (In other words, no excuse will absolve employees or the Company of liability.) Unlawful agreements need not take the form of a written contract or even express commitments or mutual assurances. Courts can -- and do -- infer agreements based on "loose talk," informal discussions, or the mere exchange between competitors of information from which pricing or other collusion could result. Any communication with a competitor's representative, no matter how innocuous it may seem at the time, may later be subject to legal scrutiny and form the basis for accusations of improper or illegal conduct. Employees should take care to avoid involving themselves in situations from which an unlawful agreement could be inferred.

    By bringing competitors together, trade associations and standard-setting organizations may raise antitrust concerns, even though such groups serve many legitimate goals. The exchange of sensitive information with competitors regarding topics such as prices, profit margins, output levels, or billing or advertising practices may potentially violate antitrust and competition laws, as may creating a standard with the purpose and effect of harming competition. Employees must notify the Legal and Compliance group before joining any trade associations or standard-setting organizations. Further, if employees are attending a meeting at which potentially competitively sensitive topics are discussed without oversight by an antitrust lawyer, employees should object, leave the meeting, and notify the Legal and Compliance group immediately.

    Joint ventures with competitors are not illegal under applicable antitrust and competition laws. However, like trade associations, joint ventures present potential antitrust concerns. The Legal and Compliance group should therefore be consulted before negotiating or entering into such a venture.

    Distribution Issues

    Relationships with clients and suppliers may also be subject to a number of antitrust prohibitions if these relationships harm competition. For example, it may be illegal for a company to affect competition by agreeing with a supplier to limit that supplier's sales to any of the Company's competitors. Collective refusals to deal with a competitor, supplier or client may be unlawful as well. While the Company generally is allowed to decide independently that it does not wish to buy from or sell to a particular person, when such a decision is reached jointly with others, it may be unlawful, regardless of whether it seems commercially reasonable.

    Other activities that may raise antitrust concerns are:

    (i)      discriminating in terms and services offered to clients, where the Company treats one client or group of clients differently than another;
    (ii)      exclusive dealing agreements, where the Company requires a client to buy only from a particular supplier, or the supplier to sell only to the Company or the client;
    (iii)      tying arrangements, where a client or supplier is required, as a condition of purchasing or selling one product or service, also to purchase or sell a second, distinct product or service;
    (iv)      "bundled discounts," in which discount or rebate programs link the level of discounts available on one product or service to purchases of separate but related products or services; and
    (v)      "predatory pricing," where the Company offers a discount that results in the sales price of a product or service being below the product’s or service's cost (the definition of cost varies depending on the court), with the intention of sustaining that price long enough to drive competitors out of the market.

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    Because these activities are prohibited under many circumstances, employees should consult the Legal and Compliance group before implementing any of them.

    Penalties

    Failure to comply with the antitrust laws could result in jail terms for individuals and large criminal fines and other monetary penalties for both the Company and individuals. In addition, private parties may bring civil suits to recover three times their actual damages, plus attorney's fees and court costs.

    The antitrust laws are extremely complex. Because antitrust lawsuits can be very costly (even when a company has not violated the antitrust laws and is cleared in the end), it is important to consult with the Legal and Compliance group before engaging in any conduct that even appears to create the basis for an allegation of wrongdoing. It is far easier to structure employee conduct to avoid erroneous impressions than to explain their conduct in the future when an antitrust investigation or action is in progress. For that reason, when in doubt, consult the Legal and Compliance group with any concerns.

    Gathering Information About the Company's Competitors

    It is entirely proper for us to gather information about our marketplace, including information about our competitors and their products and services. However, there are limits to the ways that information should be acquired and used, especially information about competitors. In gathering competitive information, employees should abide by the following guidelines:

    1.      We may gather information about our competitors from sources such as published articles, advertisements, brochures, other non-proprietary materials, surveys by consultants and conversations with our clients, as long as those conversations are not likely to suggest that we are attempting to (a) conspire with our competitors, using the client as a messenger, or (b) gather information in breach of a client's nondisclosure agreement with a competitor or through other wrongful means. Employees should be able to identify the source of any information about competitors.
    2.      We must never attempt to acquire a competitor's trade secrets or other proprietary information through unlawful means, such as theft, spying, bribery or breach of a competitor's nondisclosure agreement.
    3.      If there is any indication that information that employees obtain was not lawfully received by the party in possession, employees should refuse to accept it. If employees receive any competitive information anonymously or that is marked confidential, employees should not review it and should contact the Legal and Compliance group immediately.

    The improper gathering or use of competitive information could subject employees and the Company to criminal and civil liability. When in doubt as to whether a source of information is proper, employees should contact the Legal and Compliance group.

    RESPONSIBILITY TO OUR PEOPLE Equal Employment Opportunity

    It is the policy of the Company to ensure equal employment opportunity without discrimination or harassment on the basis of race, color, national origin, religion, age, sexual orientation, gender, marital status, disability or any other characteristic protected by applicable Federal, state, or local law. Our employment practices and decisions adhere to the principles of non-discrimination and equal employment opportunity. All personnel involved in hiring, promotion, transfers, compensation, benefits, termination

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    and all other terms and conditions of employment are made aware of their responsibilities in support of these corporate goals.

    Non-Discrimination Policy

    The Company is committed to a work environment in which all individuals are treated with respect and dignity. Each employee has the right to work in a professional atmosphere that promotes equal employment opportunities and prohibits discriminatory practices, including harassment. Therefore, the Company expects that all relationships among persons in the office will be free of bias, prejudice and harassment.

    Anti-Harassment Policy

    The Company is committed to maintaining a work environment that is free of discrimination. In keeping with this commitment, we will not tolerate unlawful harassment of our employees by anyone, including any supervisor, co-worker or third party. Harassment consists of unwelcome conduct, whether verbal, physical or visual, that is based on a person’s race, color, national origin, religion, age, sexual orientation, gender, marital status, disability or other protected characteristic, that (1) has the purpose or effect of creating an intimidating, hostile or offensive work environment; (2) has the purpose or effect of unreasonably interfering with an individual’s work performance; or (3) otherwise adversely affects an individual’s employment opportunities. Harassment will not be tolerated.

    Harassment may include derogatory remarks, epithets, offensive jokes, intimidating or hostile acts, the display of offensive printed, visual or electronic material, or offensive physical actions. Sexual harassment deserves special mention. Unwelcome sexual advances, requests for sexual favors, or other physical, verbal or visual conduct based on sex constitutes harassment when (1) submission to the conduct is required as a term or condition of employment or is the basis for employment action, or (2) the conduct unreasonably interferes with an individual’s work performance or creates an intimidating, hostile or offensive workplace. Sexual harassment may include propositions, innuendo, suggestive comments or unwelcome physical contact.

    Individuals and Conduct Covered

    These policies apply to all applicants and employees, and prohibit harassment, discrimination and retaliation whether engaged in by fellow employees, by a supervisor or manager or by someone not directly connected to the Company (e.g., an outside vendor, consultant or client).

    Conduct prohibited by these policies is unacceptable in the workplace and in any work-related setting outside the workplace, such as during business trips, business meetings and business related social events.

    Retaliation

    The Company prohibits retaliation against any individual who reports discrimination or harassment or participates in an investigation of such reports. Retaliation against an employee for reporting discrimination or harassment or for participating in an investigation of a claim of harassment or discrimination is a serious violation of this policy and, like harassment or discrimination itself, will be subject to disciplinary action.

    Reporting an Incident of Harassment, Discrimination or Retaliation

    The Company strongly urges the timely reporting of all incidents of harassment, discrimination or retaliation regardless of the offender’s identity or position. Individuals should file their complaints with their immediate supervisor, the General Counsel, the Chief Human Resources Officer, or any member of senior management before the conduct becomes severe or pervasive. Individuals should not feel obligated to file their complaints with their immediate supervisor first before bringing the matter to the attention of one of the other designated representatives identified above. To the fullest extent practicable,

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    the Company will maintain the confidentiality of those involved, consistent with the need to investigate alleged harassment and take appropriate action. Misconduct constituting harassment, discrimination or retaliation will be dealt with promptly and appropriately.

    Each supervisor and manager is responsible for enforcing these policies against unlawful discrimination, harassment and retaliation, and maintaining a work environment free from sexual and other unlawful discrimination, harassment and retaliation. This includes understanding these policies; reporting any complaint of unlawful discrimination, harassment or retaliation received from an employee to the appropriate Company representative; cooperating with investigations into reported allegations, and taking the necessary and appropriate action where such allegations are substantiated.

    Employees who have experienced conduct they believe is contrary to this policy have an obligation to take advantage of this complaint procedure.

    Leave Policies

    The Company provides leaves of absences in accordance with applicable federal, state and local law. The Company’s leave policies are outlined in the US Employee Handbook.

    Safety in the Workplace

    The safety and security of employees is of primary importance. Employees are responsible for maintaining our facilities free from recognized hazards and obeying all Company safety rules. Working conditions should be maintained in a clean and orderly state to encourage efficient operations and promote good safety practices.

    Weapons and Workplace Violence

    No employee may bring firearms, explosives, incendiary devices or any other weapons into the workplace or any work-related setting, regardless of whether or not employees are licensed to carry such weapons. Similarly, the Company will not tolerate any level of violence in the workplace or in any work-related setting. Violations of this policy must be referred to an employee's supervisor, the Chief Human Resources Officer and the CCO immediately. Threats or assaults that require immediate attention should be reported to the police by calling 911.

    Drugs and Alcohol

    The Company intends to maintain a drug-free work environment. Except at approved Company functions, employees may not use, possess or be under the influence of alcohol on Company premises.

    Employees cannot use, sell, attempt to use or sell, purchase, possess or be under the influence of any illegal drug on Company premises or while performing Company business on or off the premises.

    INTERACTING WITH GOVERNMENT

    Prohibition on Gifts to Government Officials and Employees

    The various branches and levels of government have different laws restricting gifts, including meals, entertainment, transportation and lodging, which may be provided to government officials and government employees. Employees are prohibited from providing gifts, meals or anything of value to government officials or employees or members of their families without prior written approval from the CCO.

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    Political Contributions and Activities

    Laws of certain jurisdictions prohibit the use of Company funds, assets, services, or facilities on behalf of a political party or candidate. Payments of corporate funds to any political party, candidate or campaign may be made only if permitted under applicable law and approved in writing and in advance by the CCO.

    This policy does not prohibit the Company from establishing and maintaining political action committees (“PACs”), such as the Company's PAC, which are permitted under applicable law, nor does this policy prohibit the Company's eligible employees from giving to such PACs. Employee participation in any of these activities is strictly voluntary and employees have the right to refuse to contribute without reprisal.

    Employees' work time may be considered the equivalent of a contribution by the Company. Therefore, employees will not be paid by the Company for any time spent running for public office, serving as an elected official, or campaigning for a political candidate. The Company will not compensate or reimburse employees, in any form, for a political contribution that employees intend to make or have made.

    Lobbying Activities

    Laws of some jurisdictions require registration and reporting by anyone who engages in a lobbying activity. Generally, lobbying includes: (1) communicating with any member or employee of a legislative branch of government for the purpose of influencing legislation; (2) communicating with certain government officials for the purpose of influencing government action; or (3) engaging in research or other activities to support or prepare for such communication.

    So that the Company may comply with lobbying laws, employees must notify the Legal and Compliance group before engaging in any activity on behalf of the Company that might be considered "lobbying" as described above.

    Bribery of Foreign Officials

    Company policy, the U.S. Foreign Corrupt Practices Act (the "FCPA"), and the laws of many other countries prohibit the Company and its officers, employees and agents from giving or offering to give money or anything of value to a foreign official, a foreign political party, a party official or a candidate for political office in order to influence official acts or decisions of that person or entity, to obtain or retain business, or to secure any improper advantage. A foreign official is an officer or employee of a government or any department, agency, or instrumentality thereof, or of certain international agencies, such as the World Bank or the United Nations, or any person acting in an official capacity on behalf of one of those entities. Officials of government-owned corporations are considered to be foreign officials.

    Payments need not be in cash to be illegal. The FCPA prohibits giving or offering to give "anything of value." Over the years, many non-cash items have been the basis of bribery prosecutions, including travel expenses, golf outings, automobiles, and loans with favorable interest rates or repayment terms. Indirect payments made through agents, contractors, or other third parties are also prohibited. Employees may not avoid liability by "turning a blind eye" when circumstances indicate a potential violation of the FCPA.

    The FCPA does allow for certain permissible payments to foreign officials. Specifically, the law permits "facilitating" payments, which are payments of small value to effect routine government actions such as obtaining permits, licenses, visas, mail, utilities hook-ups and the like. However, determining what is a permissible "facilitating" payment involves difficult legal judgments. Therefore, employees must obtain permission from the Legal and Compliance group before making any payment or gift thought to be exempt from the FCPA.

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    Amendments and Modifications.

    The CCO will periodically review the adequacy of this Code and the effectiveness of its implementation and shall make amendments or modifications as necessary. All material amendments and modifications shall be subject to the final approval of the Company's management, the Board and the Executive Committee as necessary.

    Form ADV Disclosure.

    In connection with making amendments to this Code, the CCO will review and update disclosure relating to this Code set forth in the Company's Form ADV, Part 2A.

    Employee Certification.

    Ultimate responsibility to ensure that we as a Company comply with the many laws, regulations and ethical standards affecting our business rests with each of us. Employees must become familiar with and conduct themselves strictly in compliance with those laws, regulations and standards and the Company's policies and guidelines pertaining to them. By signing the attached acknowledgment form, employees acknowledge that they have received and read the terms of this Code. Employees also certify that they recognize and understand the responsibilities and obligations incurred by them as a result of being subject to this Code and they hereby agree to abide by the terms hereof.

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    Hotchkis and Wiley Capital Management Compliance Manual

    2 – Code of Ethics

    2 – Code of Ethics



     

    2 – CODE OF ETHICS

         The personal trading and investment activities of employees of H&W are the subject of various federal securities laws, rules and regulations. Underlying these requirements is the fiduciary capacity in which H&W acts for its clients. As a fiduciary, H&W has a duty of loyalty to clients that requires the firm to act in the best interests of its clients and always place clients’ interests first and foremost.

         When H&W employees invest for their own accounts, conflicts of interest may arise between clients and employees. The conflicts may include an employee taking an investment opportunity from clients for the employee’s own portfolio, using an employee’s advisory position to take advantage of available investments or front running, which includes an employee trading before placing client transactions, thereby taking advantage of information or using client portfolio assets to have an effect on the market that is used to the employee’s benefit.

         The securities laws and regulations that cover the personal trading and investment activities of advisory personnel include: (a) the anti-fraud provisions (Section 206) of the Advisers Act that prohibit any scheme, practice, transaction or a course of business that operates as a fraud or deceit on a client; (b) Form ADV and Rule 204-3 requirements that provide that an adviser disclose its practices and its interests in client transactions, among other things; (c) Rule 204A-1 requirement that an adviser establish, maintain, and enforce a written code of ethics policy; (d) recordkeeping requirements (Rule 204-2(a)(12) of the Advisers Act) for the personal trading of advisory representatives; (e) Rule 17j-1 of the Investment Company Act of 1940 regarding the personal trading of access persons; and (f) Section 10(b) of the Exchange Act and Rule 10b-5 thereunder regarding the use of manipulative and deceptive devices.

         H&W shall not be deemed to have violated the provisions of the books and records rules because of its failure to record securities transactions of any advisory representative if H&W establishes that it instituted adequate procedures and used reasonable diligence to obtain promptly reports of all transactions required to be recorded.

         To implement its employee personal trading policies, H&W has adopted the Code of Ethics included as Appendix 2-A. All employees are required to preclear their personal trades (excluding certain exempt securities) using the employee trading pre-clearance and monitoring system (“SchwabCT”). All requests and approval are maintained in the SchwabCT system (effective in January 2013). Employees’ securities trades are periodically reviewed by the Chief Executive Officer, President, Chief Operating Officer, and Chief Compliance Officer.

         Employee transactions in H&W advised and sub-advised mutual funds are also subject to preclearance requirements.

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    Appendix 2-A

    Joint Code of Ethics

    Hotchkis and Wiley Capital Management, LLC (“H&W”) And Registered Investment Companies For which H&W Serves as Investment Adviser Updated As of August 15, 2017

    ________________________________________________________________________

         This Code of Ethics is adopted by Hotchkis and Wiley Capital Management, LLC ("H&W") and Hotchkis and Wiley Funds (the "Funds") pursuant to Rule 17j-1 under the Investment Company Act of 1940, as amended (“1940 Act”) and Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the "Advisers Act"). Except where noted, the Code applies to all H&W employees and all “Advisory Persons” (as defined in Rule 17j-1) of the Funds.1

    Section 1 – Statement of General Fiduciary Principles and Standard of Business Conduct

         The Code of Ethics is based on the fundamental principle that H&W and its employees must put client interests first. As an investment adviser, H&W has fiduciary responsibilities to its clients, including the Funds and any other investment companies for which it serves as an investment adviser or sub-adviser. Among H&W’s fiduciary responsibilities is the responsibility to ensure that its employees conduct their personal Securities2 transactions in a manner which does not interfere or appear to interfere with any client transactions, or otherwise take unfair advantage of H&W's relationship to clients. All employees must adhere to this fundamental principle as well as comply with the specific provisions set forth herein.

         More generally, H&W standards of business conduct are based on principles of openness, integrity, honesty and trust. It bears emphasis that technical compliance with the Code of Ethics will not insulate from scrutiny transactions which show a pattern of compromise or abuse of an employee’s fiduciary responsibilities to clients. Accordingly, all employees must seek to avoid any actual or potential conflicts, or the appearance of such conflicts, between their personal interests and the interests of clients.

    1 The definition of “Advisory Persons” includes, among others, all trustees and officers of the Funds, and all directors and officers of H&W. Because there are no such persons, other than the Independent Trustees of the Funds, who are not also employees of H&W, this Code generally refers only to “employees” or, where necessary, to “Independent Trustees.”

    2 “Security” means any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guaranty of, or warrant or right to subscribe to or purchase any of the foregoing.

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    Section 2 – Standards of Business Conduct

    A. Compliance with Laws and Regulations

         Employees must comply with applicable federal securities laws. As part of this requirement, employees are not permitted, in connection with the purchase or sale, directly or indirectly, of a Security held or to be acquired by a client:

    a.      To defraud such client in any manner;
    b.      To mislead such client, including making a statement that omits material facts;
    c.      To engage in any act, practice or course of conduct which operates or would operate as a fraud or deceit upon such client;
    d.      To engage in any manipulative practice with respect to such client; or
    e.      To engage in any manipulative practice with respect to securities, including price manipulation.

    B. Conflicts of Interest

         As a fiduciary, H&W has an affirmative duty of care, loyalty, honesty, and good faith to act in the best interests of its clients. Compliance with this duty can be achieved by trying to avoid conflicts of interest and by fully disclosing all material facts concerning any conflict that does arise with respect to any client. Employees must try to avoid situations that have even the appearance of conflict or impropriety.

         Conflicts Among Client Interests. Conflicts of interest may arise where the firm or its employees have reason to favor the interest of one client over another (e.g., larger accounts over smaller accounts, accounts compensated by performance fees over asset-based fees). H&W prohibits inappropriate favoritism of one client over another client that would constitute a breach of fiduciary duty.

         Competing with Client Trades. Employees are prohibited from using knowledge about pending or currently considered Securities transactions for clients to profit personally, directly or indirectly, as a result of such transactions, including by purchasing or selling such Securities. Conflicts raised by personal Securities transactions are also addressed more specifically in Section 3.

    C. Insider Trading Policy

         Employees are prohibited from buying or selling any Security while in the possession of material nonpublic information about the issuer of the Security. Material information is generally defined as information that a reasonable investor would likely consider important in making his or her investment decision or information that is reasonably certain to have a substantial effect on the price of a company’s Securities. Information is nonpublic unless it has been effectively communicated to the market place. It is the SEC’s position that the term “material nonpublic information” relates not only to issuers but also to H&W’s Securities recommendations and client Securities holdings and transactions.

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         Employees are also prohibited from communicating to third parties any material nonpublic information about any security or issuer of Securities. Additionally, no employee may use inside information about H&W activities to benefit any client or to gain personal benefit. Any violation may result in sanctions, which could include termination of employment with H&W.

    Section 3 - Restrictions Relating to Securities Transactions

    A. General Trading Restrictions for all Employees

    The following restrictions apply to all employees:

    1.      Employee Reporting. All employees are subject to the reporting requirements described in Section 5. These requirements extend to accounts of employees' spouses, dependent relatives, trustee and custodial accounts or any other account in which the employee has a financial interest or over which the employee has investment discretion (other than H&W managed separate accounts).
    2.      Preclearance. All employees must obtain written approval from the Chief Compliance Officer (“CCO”) or preclearance delegate prior to entering into any Securities transaction (with the exception of exempted Securities as listed in Section 4) in all accounts. Approval of a transaction, once given, is effective for 1 business day, (the day approval was granted unless otherwise specified in the written approval), or until the employee discovers that the information provided at the time the transaction was approved is no longer accurate. Any transaction not completed within the 1 day (or other specified) time period will require reapproval.
      Setting up or adjustments to systematic purchases and/or sales of any Security needs preclearance, but subsequent systematic transactions do not need preclearance.
      Transactions in the Funds or other mutual funds advised or sub-advised by H&W need preclearance. Setting up systematic contributions to and/or withdrawals from such Funds/funds also needs preclearance, but subsequent systematic transactions do not need preclearance. Exchanges into and out of an H&W-advised mutual fund in the Hotchkis and Wiley 401(k) plan need preclearance. A change in percentage allocation for future contribution in an H&W-advised mutual fund in the H&W 401(k) plan does not need preclearance.
      Employees may preclear trades only in cases where they have a present intention to
    transact      in the Security for which preclearance is sought. It is H&W’s view that it is not
    appropriate      for an employee to obtain a general or open-ended preclearance to cover the
    eventuality      that he or she may buy or sell a Security at some point on a particular day
    depending      upon market developments. This requirement would not prohibit a price limit
    order,      provided that the employee has a present intention to effect a transaction at such
    price.      Consistent with the foregoing, an employee may not simultaneously request
    preclearance      to buy and sell the same Security.

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      Personal trades of Compliance employees must be precleared by another person from the Compliance Department.
    3.      Restrictions on Transactions. No employee may purchase or sell any Security which at the time is being purchased or sold, or to the employee’s knowledge is being considered for purchase or sale, by any Fund, or other mutual fund or separate account managed by H&W (each, an "H&W Client").
    4.      Restrictions on Related Securities. The restrictions and procedures applicable to the transactions in Securities by employees set forth in this Code of Ethics shall similarly apply to Securities that are issued by the same issuer and whose value or return is related, in whole or in part, to the value or return of the Security purchased or sold or being contemplated for purchase or sale during the relevant period by an H&W Client. For example, options or warrants to purchase common stock, and convertible debt and convertible preferred stock of a particular issuer would be considered related to the underlying common stock of that issuer for purposes of this policy. In sum, the related Security would be treated as if it were the underlying Security for the purpose of the preclearance procedures described herein.
    5.      Private Placements. Employee purchases and sales of “private placement” Securities (including all private equity partnerships, hedge funds, limited partnership or venture capital funds) must be precleared. No employee may engage in any such transaction unless the CCO or a preclearance delegate and the employee’s manager have each previously determined in writing that the contemplated investment does not involve any potential for conflict with the investment activities of any H&W Client.
      If, after receiving the required approval, an employee has any material role in the subsequent consideration by any H&W Client of an investment in the same or affiliated
    issuer,      the employee must disclose his or her interest in the private placement investment
    to      the CCO and the employee’s manager. The decision to purchase Securities of the
    issuer      by an H&W Client account must be independently reviewed and authorized by the
    employee’s      manager.
    6.      Initial Public Offerings. All initial public offerings require pre-clearance (including
    corporate,      government, or municipal debt public offerings). Employees are prohibited from
    acquiring      any securities in an initial public equity offering.
    7.      Blackout Periods. Employees may not buy or sell a Security within 7 calendar days
    either      before or after a target percentage purchase or sale of the same or related Security
    by      an H&W Client account (excluding cash flow trades and employee trades in the same
    direction      after a target trade in client accounts). For example (in an opposite direction
    employee      trade), if a Fund buys a Security on day 0, day 8 is the first day an employee
    may      sell the Security for his or her own account. Personal trades for employees, however,
    shall      have no effect on an H&W Client account's ability to trade.
    8.      Establishing Positions Counter to H&W Client Positions. An employee may not
    establish      a long position in his or her personal account in a Security if an H&W Client

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      account would benefit from a decrease in the value of such Security. For example, an employee would be prohibited from establishing a long position if (1) a Fund holds a put option on such Security (aside from a put purchased for hedging purposes where the Fund holds the underlying Security); (2) the Fund has written a call option on such Security; or (3) the Fund has sold such Security short, other than “against-the-box.”
      Employees may not purchase a put option or write a call option where an H&W Client account holds a long position in the underlying Security. Employees may not enter into a short sale transaction in any Security where an H&W Client account holds a long position in the same Security or where such H&W Client account otherwise maintains a position in respect of which the H&W Client account would benefit from an increase in the value of the Security. This restriction does not apply to exchange traded funds which may be used by an H&W Client account to equitize cash.
    9.      Prohibition on Short-Term Profits. Employees are prohibited from profiting on any sale and subsequent purchase, or any purchase and subsequent sale, of the same (or equivalent) Securities occurring within 60 calendar days (“short-term profit”). This holding period also applies to all permitted option transactions; therefore, for example, an employee may not purchase or write an option if the option will expire in less than 60 days (unless such a person is buying or writing an option on a Security that he or she has held more than 60 days). In determining short-term profits, all employee directed transactions within a 60-day period in all accounts related to the employee will be taken into consideration in determining short-term profits, regardless of his or her intentions to do otherwise (e.g., tax or other trading strategies). Should an employee fail to preclear a
    trade      that results in a short-term profit, the trade would be subject to reversal with all costs
    and      expenses related to the trade borne by the employee, and he or she would be
    required      to disgorge the profit. Transactions not required to be precleared under Section 4
    will      not be subject to this prohibition. Exchanges between the Funds and other H&W-
    advised      mutual funds within the H&W 401(k) plan also are not subject to this prohibition.
    However,      transactions in direct holdings of the Funds and other H&W-advised mutual
    funds      are subject to this prohibition, excluding accounts with systematic contributions
    and/or      withdrawals.

    B. Trading Restrictions for Independent Trustees of the Funds

         The following restrictions apply only to Independent Trustees of the Funds (i.e., any Trustee who is not an “interested person” of the Funds, within the meaning of the 1940 Act):

    1.      Restrictions on Purchases. No Independent Trustee may purchase any Security which, to the Trustee’s knowledge at the time, is being purchased or is being considered for purchase by the Funds.
    2.      Restrictions on Sales. No Independent Trustee may sell any Security which, to the Trustee’s knowledge at the time, is being sold or is being considered for sale by the Funds.
    3.      Restrictions on Trades in Securities Related in Value. The restrictions applicable to the transactions in Securities by Independent Trustees shall similarly apply to Securities

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    that are issued by the same issuer and whose value or return is related, in whole or in part, to the value or return of the Security purchased or sold by the Funds (see Section 3.A.4.).

    Section 4 - Exempted Transactions/Securities

         With respect to H&W’s investment activities, H&W has determined that the following Securities transactions do not present the opportunity for improper trading activities that Rule 17j-1 and Rule 204A-1 are designed to prevent; therefore, the restrictions set forth in Section 3 (including preclearance, prohibition on short-term profits and blackout periods) shall not apply.

    A.      Purchases or sales of Securities in an account over which the employee has no direct or indirect influence or control (e.g., an account managed on a fully discretionary basis by an investment adviser or trustee)(referred to as “Discretionary Accounts”).
    B.      Purchases or sales of direct obligations of the U.S. Government.
    C.      Purchases or sales of bank certificates, bankers acceptances, commercial paper and other high quality short-term debt instruments, including repurchase agreements.
    D.      Purchases or sales of open-end registered investment companies (including money market funds), variable annuities and unit investment trusts, excluding the Funds and other mutual funds advised or sub-advised by H&W.
    E.      Purchases or sales of closed-end funds or unit investment trusts that are invested only in exempted types of Securities as listed in Section 4, excluding closed-end funds, if any, advised or sub-advised by H&W.
    F.      Purchases or sales of exchange traded funds (ETFs) on broad-based indices or invested only in exempted types of Securities listed in Section 4, excluding any ETFs, if any, advised or sub-advised by H&W.
      “Broad-based indices” include (but are not limited to) the S&P 100, S&P 500, Wilshire 5000, Russell 1000, Russell 2000, Russell 3000, FTSE 100, FTSE Large Cap, FTSE NASDAQ 500, FTSE NASDAQ Mid Cap, FTSE NASDAQ Small Cap, Nikkei 225, Dow 30, MSCI, MSCI Emerging Market Index, NASDAQ Composite, NASDAQ Global Market Composite, NASDAQ 100, NASDAQ Q-50, NASDAQ -100 Equal Weighted Index, NASDAQ Capital Market Composite, NASDAQ Mid Cap, NASDAQ Small Cap, and E-Mini S&P 500. For other “broad- based indices” that are not specifically detailed above, employees must consult with the Compliance Department prior to any transactions.
    G.      Employer stock purchased and sold through employer-sponsored benefit plans in which the spouse or dependent relative of an H&W employee may participate (e.g., employee stock purchase plans or 401(k) plans) and sales of employer stock (or the exercise of stock options) that is received as compensation by an H&W employee’s spouse.
    H.      Purchases or sales of Securities which are non-volitional on the part of the employee (e.g., an in-the-money option that is automatically exercised by a broker; a Security that is called away

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      as a result of an exercise of an option; or a Security that is sold by a broker, without employee consultation, i.e., to meet a margin call not met by the employee).
    I.      Purchases of Securities which are made by reinvesting cash dividends pursuant to an automatic dividend reinvestment plan.
    J.      Purchases or sales of Securities transacted as part of an automatic investment plan involving predetermined amounts on predetermined dates. However, set-up or adjustments to systematic purchases and/or sales of any Security needs preclearance.
    K.      Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its Securities, to the extent such rights were acquired from such issuer.
    L.      Transactions in Securities pursuant to a bona fide tender offer made for any and all such Securities to all similarly situated shareholders in conjunction with mergers, acquisitions, reorganizations and/or similar corporate actions. However, tenders pursuant to offers for less than all outstanding Securities of a class of Securities of an issuer must be pre-cleared.
    M      Purchases or sales of commodities, futures (which include interest rate futures, currency futures and futures on broad-based indices), options (which include options on futures, interest rate options, currency options and options on broad-based indices), and swaps (which include interest rate swaps, currency swaps, and swaps on broad-based indices).
    N.      The receipt of a bona fide gift of Securities. (Donations of Securities, however, require preclearance.)
    O.      Purchases or sales of municipal bonds (including 529 plans) and auction rate securities traded in the secondary market. Any purchase in an initial public offering of municipal debt or auction rate securities requires preclearance.
    P.      Purchases or sales of direct obligations of any foreign governments.

    Section 5 – Reporting by Employees

         The requirements of this Section 5 apply to all employees. The requirements will also apply to all Securities transactions in the accounts of spouses, dependent relatives and members of the same household, trustee and custodial accounts or any other account in which the employee has a financial interest or over which the employee has investment discretion. The requirements do not apply to Securities acquired for accounts over which the employee has no direct or indirect control or influence.

         Employees are deemed to have complied with the requirements of Section 5.B. and C. provided that the Compliance Department receives duplicate statements and confirmations and such statements and confirms contain all of the information required in Section 5.B and C.

    Employees who do not have any brokerage accounts are not required to submit a quarterly report noting that they have not transacted in reportable Securities. However, they are required to confirm annually that they do not have any brokerage accounts.

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         With respect to exempt Securities referred to in Section 4 which do not require preclearance/reporting, employees must nonetheless report those exempt Securities defined in Section 4. as described below, except for the following:

    1.      open-end mutual funds not advised or sub-advised by H&W.
    2.      529 Plans that are college savings plans established and maintained by states, state agencies, and other state entities that H&W does not manage, distribute, market or underwrite the 529 Plan or the investments and strategies underlying the 529 Plan.
    3.      529 Plans that are prepaid college tuition plans that the account owner does not participate in investment decisions regarding his or her contributions to the 529 Plan, nor does H&W act as program manager for the 529 Plan.

         Employees who effect reportable transactions outside of a brokerage account (e.g., optional purchases or sales through an automatic investment program directly with an issuer) will be deemed to have complied with this requirement by preclearing transactions with the Compliance Department and by reporting their holdings quarterly on the “Personal Securities Holdings” form, as required by the Compliance Department.

    A.      Initial Holdings Report. Each new employee will be given a copy of this Code of Ethics
      upon      commencement of employment. All new employees must disclose their personal
      Securities      holdings to the Compliance Department within 10 days of commencement of
      employment      with H&W. (Similarly, Securities holdings of all new related accounts must be
      reported      to the Compliance Department within 10 days of the date that such account
      becomes      related to the employee.) Information must be current as of a date no more than 45
      days      prior to the date the report was submitted.
      1.      Initial holdings reports must identify the title and type of the Security (including, as applicable, the exchange ticker symbol or CUSIP number), number of shares, and principal amount with respect to each Security holding. Within 10 days of commencement of employment, each employee shall file an Acknowledgement stating that he or she has been supplied a copy of and has read and understands the provisions of the Code.
      2.      The name of any broker, dealer or bank with whom the employee maintained an account in which any Securities were held for the direct and indirect benefit of the employee as of the date the individual became an employee; and
      3.      The date that the report is submitted by the employee.
    B.      Quarterly Transaction Report. All employees must submit no later than thirty (30) calendar
      days      following the end of each quarter a list of all Securities transacted during the quarter.
      1.      Each employee shall report all transactions in Securities in which the person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership. Reports shall be filed with the Compliance Department quarterly. Each employee must also report any personal Securities accounts established during the quarter. The CCO shall submit

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       confidential quarterly reports with respect to his or her own personal Securities transactions and personal Securities accounts established to an officer designated to receive his or her reports, who shall act in all respects in the manner prescribed herein for the CCO.
       2.      Every report shall be made no later than 30 days after the end of the calendar quarter in which the transaction to which the report relates was effected, and shall contain the following information:
        (i)      The date of the transaction, the title of the Security (including, as applicable, the exchange ticker symbol or CUSIP number), the interest rate and maturity (if applicable), the number of shares and principal amount involved;
        (ii)      The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);
        (iii)      The price at which the transaction was effected;
        (iv)      The name of the broker, dealer or bank with or through which the transaction was effected;
        (v)      The date the report is submitted by the employee; and
        (vi)      With respect to any personal Securities account established during the quarter, the broker, dealer or bank with whom the account was established, and the date the account was established.
       3.      In the event the employee has no reportable items during the quarter, the report should be so noted and returned signed and dated.
    C.      Annual Holdings Report. All employees must submit an annual holdings report reflecting holdings as of a date no more than 45 days before the report is submitted. As indicated above, employees who provide monthly statements from their brokers/dealers are deemed to have automatically complied with this requirement, provided the reports contain all required information set forth in Section 5.A above.
      D.      Annual Certification of Compliance; Amendments to Code. All H&W employees must certify annually to the Compliance Department that (1) they have read and understand and agree to abide by this Code of Ethics; (2) they have complied with all requirements of the Code of Ethics, except as otherwise notified by or reported to the Compliance Department that they have not complied with certain of such requirements; and (3) they have reported all transactions required to be reported under the Code of Ethics. All H&W employees must receive and acknowledge receipt of any material amendments to the Code of Ethics.
      E.      Discretionary Accounts. H&W employees who have accounts over which he or she has no direct or indirect influence or control shall provide the Compliance Department with an account statement, including transactions and holdings, on a quarterly basis.
      F.      Review of Transactions and Holdings Reports. All transactions reports and holdings reports (including Discretionary Account transactions/holdings reports) will be reviewed by Compliance personnel according to procedures established by the Compliance Department.

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    Section 6 – Reporting by Independent Trustees of the Funds

         An Independent Trustee of the Funds need only report a transaction in a Security if the Trustee, at the time of that transaction, knew or, in the ordinary course of fulfilling the official duties of a Trustee of the Funds, should have known that, during the 15-day period immediately preceding the date of the transaction by the Trustee, the Security was purchased or sold by the Funds or was being considered for purchase or sale by the Funds. In reporting such transactions, Independent Trustees must provide: the date of the transaction, a complete description of the Security, number of shares, principal amount, nature of the transaction, price, commission, and name of broker/dealer through which the transaction was effected.

         As indicated in Section 5.D. for employees, Independent Trustees of the Funds are similarly required to certify annually to the Compliance Department that (1) they have read and understand and agree to abide by this Code of Ethics; (2) they have complied with all requirements of the Code of Ethics, except as otherwise notified by or reported to the Compliance Department that they have not complied with certain of such requirements; and (3) they have reported all transactions required to be reported under the Code of Ethics.

    Section 7 – Approval and Review by Board of Trustees

         The Board of Trustees of the Funds, including a majority of Trustees who are Independent Trustees, must approve this Code of Ethics. Additionally, any material changes to this Code must be approved by the Board within six months after adoption of any material change. The Board must base its approval of the Code and any material changes to the Code on a determination that the Code contains provisions reasonably necessary to prevent employees from engaging in any conduct prohibited by Rule 17j-1. Prior to approving the Code or any material change to the Code, the Board must receive a certification from the Funds and H&W that each has adopted procedures reasonably necessary to prevent employees from violating the Code of Ethics.

    Section 8 – Review of H&W Annual Report

         At least annually, the Funds and H&W must furnish to the Funds' Board of Trustees, and the Board of Trustees must consider, a written report that (1) describes any issues arising under this Code of Ethics or procedures since the last report to the Board of Trustees, including, but not limited to, information about material violations of the Code of Ethics or procedures and sanctions imposed in response to the material violations and (2) certifies that the Funds and H&W have adopted procedures reasonably necessary to prevent H&W employees from violating this Code of Ethics.

    Section 9 - Sanctions

         Potential violations of the Code of Ethics must be brought to the attention of the CCO or her designee, will be investigated and, if appropriate, sanctions will be imposed. Upon completion of the investigation, if necessary, the matter may also be reviewed by the Chief Executive Officer (CEO), President and/or Chief Operating Officer (COO), who will determine whether any further sanctions should be imposed. Sanctions may include, but are not limited to, a letter of caution or warning, reversal of a trade, disgorgement of a profit or absorption of costs associated with a trade,

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    supervisor approval to trade for a prescribed period, fine or other monetary penalty, suspension of personal trading privileges, suspension of employment (with or without compensation), and termination of employment.

    Section 10 – Reporting Violations

         All employees are required to report any violation of this Code of Ethics by any person to the CCO immediately upon first becoming aware of such violation. Failure to report violations may result in any of the sanctions described in Section 9, including termination of employment.

         An exception to any of the policies, restrictions or requirements set forth herein may be granted only upon a showing by the employee to the CEO, President and/or COO that such employee would suffer extreme financial hardship should an exception not be granted. A transaction in a Security, a change in the employee’s investment objectives, tax strategies, or special new investment opportunities would not constitute acceptable reasons for a waiver.

    Section 11 – Exceptions

         An exception to any of the policies, restrictions or requirements set forth herein may be granted only upon a showing by the employee to the CEO, President and/or COO that such waiver: (i) is necessary to alleviate hardship or is the result of unforeseen circumstances or is otherwise appropriate under all relevant facts and circumstances; (ii) will not be inconsistent with the purposes and objectives of the Code; (iii) will not adversely affect the interests of advisory clients of H&W or the interest of H&W; and (iv) will not result in a transaction or conduct that would violate provisions of applicable laws or regulations. A transaction in a Security due to a change in the employee’s investment objectives, tax strategies, or special new investment opportunities would not constitute acceptable reasons for a waiver.

    Section 12 – Confidentiality

         All employee transactions and holdings information will be maintained in confidence, except to the extent necessary to implement and enforce the provisions of the Code or to comply with applicable law or requests from governmental or regulatory agencies. In addition, in the event of violations or apparent violations of the Code, certain information may be disclosed to affected H&W clients.

    Section 13 – Recordkeeping

         H&W will maintain all records relevant to this Code of Ethics as required under the Advisers Act and the 1940 Act.

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    Section 3. Code of Ethics and Personal Trading Policy

    A. General Principles

         The Advisers Act imposes a fiduciary duty on investment advisers. As a fiduciary, Sanders Capital has a duty to exercise a high level of care and competency on behalf of each client; our fiduciary duty also requires us to act in good faith solely in the best interests of each of our clients. This fiduciary duty is the core principle underlying this Code of Ethics and Personal Trading Policy, and represents the expected basis of all dealings with our clients.

         These principles reflect our fiduciary duties to our clients and our obligations to adhere to the many laws that govern the operation of our business:

    1.      The firm and the staff must place the interests of our clients ahead of the firm’s or any staff member’s personal investment interests;
    2.      You must conduct your personal securities transactions and perform your job duties in keeping with this Code of Ethics and in a manner so as to avoid any actual or potential conflicts of interest or any abuse of your position of trust and responsibility;
    3.      You must not take inappropriate advantage of your position with our firm to benefit yourself, your family, or any other person;
    4.      You must comply with all applicable laws, rules and regulations, and make a good faith effort to comply with the spirit and intent of all such laws, rules and regulations; and
    5.      You must comply with all other policies and procedures of our firm including those in this Manual and in our Employee Handbook.

         In this Code, we use the term “client” to mean all investment advisory and investment management clients of Sanders Capital, including any investment company or other collective investment vehicle for which we provide investment management services.

         Certain personal trading restrictions under this Code also apply to any other person whose investment decisions you control or influence or in whose investments you have a direct or indirect beneficial ownership. For example, you are generally considered to have a direct or indirect beneficial ownership of any security owned by your spouse, significant other,2 or other family member sharing your immediate household.3

    2 Revised November 1, 2018

    3 Beneficial ownership is interpreted in the same manner as in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934, Rule 16a-1.

    5


     

    B. Protection of Clients’ Material Nonpublic Information

         As more fully discussed within the Privacy Policy, staff are expected to exercise diligence and care in maintaining and protecting clients’ nonpublic, confidential information, including individual clients’ names or other personal identifying information such as addresses, social security numbers, and telephone numbers. Such information if to be kept in locked files and/or in computer files which are accessible only to staff who need access. Our policy is also not to disclose institutional clients’ names without their consent.4

         You are also expected to not divulge information regarding the firms investment transactions on behalf of clients or the holdings in any client’s account to anyone outside of the firm, except:

    1.      As necessary to complete transactions or account changes (for example, communications with brokers and custodians);
    2.      As necessary to maintain or service a client or his/her account (for example, communications with a client’s accountant, if authorized by the client);
    3.      With various service providers providing administrative functions for the firm (such as its technology service provider), but only after it has entered into a contractual agreement that prohibits the service provider from disclosing or using confidential information except as necessary to carry out its assigned responsibilities;
    4.      With the client’s written consent; or
    5.      As required or permitted by applicable law.

    C. Prohibition on Insider Trading

         The securities laws and our policies prohibit persons or entities from trading on inside information, in other words information that is “material” and “nonpublic.” These laws and our policies also prohibit informing others of inside information, commonly called “tipping”.

    Information may be material and nonpublic if there is a substantial likelihood that a reasonable investor would consider the information important in making his or her investment decisions and the information is not generally available in the marketplace. The information may come from the company itself, or may come from other sources. Some common examples of information that might be considered material are information about a pending merger or acquisition, information about the resignation of a CEO, knowledge of a company’s earnings prior to its public announcement, and information about major natural resource discoveries. Such information may reasonably be expected to affect the market price of a security when disclosed.

         Neither the firm, on behalf of clients, nor the staff, in their Personal Accounts, are permitted to trade in a security of a company when in possession of inside information or inform others of this information except as provided below.

         If you believe you, or any other member of the staff, is in possession of inside information, or you have questions about whether you or another staff member may be in possession of insider information, you should follow these procedures:

    4 Revised November 1, 2018

    6


     

    1.      Do not trade or recommend to others that they trade while you are in possession of the information.
    2.      Immediately cease contact with the source of the information and consult with the General Counsel.
    3.      Do not communicate the information to anyone else, including your supervisor, the Chief Investment Officers, research analysts, or anyone else inside or outside the firm.
    4.      After the General Counsel has reviewed the information and whether it has been made public, she will instruct you whether to continue the prohibition on trading in the security and communicating with others, because she has determined that the information is inside information, or inform you that the information is not inside information and you are free of trading and communications restrictions. She may also take other steps as appropriate, including
     
  • Prohibiting all firm trading activity in the security.
     
  • Requesting the issuer or other appropriate parties to disseminate the information promptly to the public if the information is nonpublic.
     
  • Restricting access to all files, including computer files, containing material, nonpublic information.
     
  • Consulting with other senior members of the firm or outside counsel.

         In addition, the General Counsel will confidentially document the firm’s actions in addressing the material inside information.

         Trading on or communicating inside information to others may expose you to stringent penalties. Penalties may be imposed internally by the firm; additionally, if you trade on or communicate material, nonpublic information to others, you may be subject to legal penalties as well, including fines and jail sentences.

    D. Expert Consulting Networks5

         The utilization of expert consulting networks within the financial services industry has resulted in allegations that some experts have transmitted material inside information to the firms that utilize them. Sanders Capital has developed the following policies to mitigate against this risk:

    1.      Before the firm utilizes any expert consulting network, the General Counsel will review the compliance policies of the network and the contract that the network utilizes with its consultants to ensure that its procedures and policies around insider trading are robust.
    2.      Research analysts must receive approval from a Chief Investment Officer to utilize a consultant from an approved network and to the scope of the inquiry with the consultant.
    3.      The General Counsel should be consulted prior to any assignment that raises concerns that the consultation may give rise to the receipt of inside information. Any consultation with an expert who is currently employed at a company whose stock is publicly traded must be approved.

    5 Added September 19, 2012; revised November 1, 2018

    7


     

    4.      No consultant who currently works at, or is an advisor to, a company in which the firm has investments or is considering an investment can be utilized; if the consultant has worked in such a company in the prior six months the consultation must be approved by the General Counsel.
    5.      If practicable, two staff members (e.g., a research analyst and a CIO or two research analysts) will participate in each call or meeting with an expert consultant.
    6.      The General Counsel may review notes taken by a research analyst during a consultation (if any) or the questions the analyst intends to discuss or has discussed with the expert.
    7.      Policies surrounding the utilization of expert consulting networks will be reviewed during the staff annual compliance meeting.

    If, despite these precautions, you believe a conversation with a consultant has resulted in your receipt of inside information, you should discuss this at once with the General Counsel and not with any other party within or outside the firm.

    E. Personal Conduct

         As noted above, staff are expected to conduct themselves with the utmost integrity and to avoid any actual or perceived conflict with clients. In the interest of fulfilling this fiduciary responsibility, the firm has developed the following policies:

    1.      Anti-bribery Policy6. Sanders Capital prohibits the staff and the firm from giving or being the recipient of any form of bribery. Bribery is the practice of offering something (usually but not always money) in order to gain an illicit advantage. It is also called graft. A number of laws, both US and foreign, have been adopted which impose criminal and other penalties for bribery -- for example, the Bribery Law in the United Kingdom (which extends to both commercial and governmental bribery) and the US Foreign Corrupt Practices Act (making it a US crime to bribe foreign public officials to obtain business or gain other advantage).
      The so-called Pay-to-Play regulations adopted by the United States Securities and Exchange Commission ("SEC") and discussed below resulted from cases where advisers provided benefits (political contributions, jobs and other gratuities for families) to US state and local government officials in order to obtain governmental investment management mandates.
    2.      Gift and Entertainment Policy and Reporting Procedures7. Staff are prohibited from receiving (or giving) any gift, gratuity, hospitality or other offering of more than a de minimis value (approximately $100 in any year) from (or to) any person or entity doing business or potentially doing business with Sanders Capital. This gift policy generally does not apply to reasonable business entertainment, such as a lunch or dinner, where the staff member is present and business issues are the primary purpose of the entertainment. In no event should staff give or receive a gift of cash or a cash equivalent (e.g., a gift certificate).
      Golf outings, trips to Yankees or Mets games, and similar entertainments are also not permitted.

    6 Added November 18, 2018

    7 Revised August 24, 2011; September 19, 2012; November 1, 2018

    8


     

    Staff should generally refrain from attending broker meetings where meals or refreshments are provided. If that is not possible, e.g., when a broker meeting consists of a research conference and food is provided, staff should report the value of any meal or other refreshments (other than coffee or tea) as a gift or entertainment. If brokers or company management are attending meetings at the firm’s office, they should not cater food for the meeting; any food should be provided by Sanders. If you believe you need an exception, you should seek approval in advance.

    Staff should be aware that certain clients, including public and private pension funds, domestic and foreign governmental entities, and others may have strict rules against receiving gifts and/or business entertainment of even de minimis value.

    The following procedures should be followed for staff who propose to give or receive gifts or entertainment. This will help us document our compliance with both our anti-bribery and our gift and entertainment policy. In addition, we may be asked to provide such information to our ERISA clients to enable them to fulfill their reporting obligations under ERISA. These procedures are set forth below:

    a)      Prior Approval
     
  • to accepting from, or giving any gift or entertainment to, an ERISA or
     
  • client, you should pre-clear it with Compliance. You should also clear
     
  • gifts or entertainment that raise issues of appropriateness.
    b)      Reporting.
     
  • must promptly inform Compliance of any gifts (other than those of nominal value
     
  • e.g., a baseball cap, pen, or other token item) or entertainment offered to or received
     
  • them in connection with their employment at Sanders Capital. An email notification
     
  • the CCO is sufficient. In the email, you should provide the following information:
    • The date of the gift or entertainment
    • The name of the provider or recipient and its relationship to the firm (e.g., broker, client, potential client, service provider)
    • The nature of the gift or entertainment (e.g., drinks, lunch),
    • the purpose of any entertainment (e.g., discussed XYZ Company, and
    • The approximate value of the gift or entertainment.

    If a gift has been received that would violate the firm's gift policy, Compliance will require that it be returned or, if that is impractical for any reason, that it be donated to charity.

    c)      Gift and Entertainment Record
      Compliance will maintain a record of all gifts given or received.

    9


     

      If you have any questions or concerns related to an anticipated gift or entertainment, or about this policy, you should contact Compliance.
    2.      Service as Director for an Outside Company. Staff are not permitted to serve as a director of any public company. If you wish to serve as a director of a private company (other than a nonprofit organization) you must obtain the approval of your supervisor and the General Counsel. In reviewing your request, they will determine whether such service is consistent with the interests of the firm and our clients.
    3.      Outside Business Interests. Staff are expected to devote their full working time to the business of the firm. Any staff member wishing to engage in outside business activities must seek approval from his or her supervisor and the General Counsel, who will grant such permission only if such outside employment is deemed not to interfere with or conflict with the staff member’s duties to the firm or our clients.
    4.      Charitable Contributions. Staff are prohibited from making charitable contributions for the purpose of obtaining or retaining advisory contracts with charitable organizations. In addition, staff are prohibited from considering the firm’s current or anticipated business relationships as a factor in soliciting charitable contributions.

    F. Political Contributions; Solicitation of Government Business 8

         As noted above, staff and the firm are prohibited from making or soliciting political contributions for the purpose of influencing, obtaining or retaining advisory contracts with commercial or governmental entities, whether located in the US or other parts of the world. In the U.S., the SEC has adopted rules that impose severe penalties on advisory firms that make, or whose "covered associates" make, certain political contributions to the campaigns of US state and local government officials or candidates for such office. Certain state and local jurisdictions also have their own pay to play laws. These laws, in some cases, require registration of a staff member or the firm as a lobbyist. Other laws cover political contributions of family members. Staff who solicit state and local government business should confer with the General Counsel regarding the applicability of any local or state laws with respect to solicitation of business from such government entities.

         We have adopted "Pay to Play Policies", a copy of which is included as Appendix B, to comply with the SEC rules. Key requirements of our policies are summarized below:

    1.      Staff members must pre-clear any political contribution to any state or local government official or any candidate for such a position with the General Counsel prior to making the contribution. Forms to obtain such approval can be obtained from the General Counsel.
    2.      The General Counsel will determine whether the proposed direct or indirect (in the case of a PAC or political party) recipient is, or if elected would be, in a position to select or influence the selection of an advisor for a state or local government plan.

    8 Revised November 1, 2018

    10


     

    3.      Contributions which must be pre-cleared include gifts of money, facilities, personnel, or other items of value to the state or local government official or candidate, or to a PAC or state or local political party.
    4.      You are allowed to volunteer your time in a political campaign (but not your home for political meetings or other items of value).
    5.      You cannot encourage others, including family members, to make contributions you cannot make.
    6.      Certain de minimis contributions to officials or candidates who select or influence the appointment of advisors may be permitted by the General Counsel: $150 with respect to each election (primary and general) where the staff member cannot vote for the official or candidate, $350 dollars for each election where the staff member can vote for the official or candidate.
    7.      Staff will be required to report quarterly on their contributions.
    8.      The General Counsel will maintain the records required by the rule.

         Please consult Appendix B for further details. You can also address questions to the General Counsel.

    G. Personal Trading Policy9

         Sanders Capital has determined that, given the size of the staff and the proximity within which we work, each of us is an “access person” of the firm. An access person is defined as a person who is involved in making decisions regarding the purchase or sale of securities in clients’ accounts or who has access to knowledge about the actual securities being purchased, sold or held in client accounts.

         Our obligations as fiduciaries require us in our professional endeavors to put the interests of our clients before our own personal investment interests. Our rules are designed to ensure that our research and investment decisions benefit clients’ accounts first and foremost and that our staff’s personal investments be made only if they do not negatively affect our clients’ interests and only after client interests are satisfied. We encourage you to meet your own investment needs by investing in accounts managed by the firm, open-end mutual funds, accounts managed by a fiduciary on a fully discretionary basis, or in other investments which do not raise potential conflicts.

         Our rules regarding personal trading by staff also apply to the accounts of your family members and significant others who live in the same household or other persons whose accounts you control or directly or indirectly influence (e.g., by making recommendations regarding securities to purchase, hold, or sell). All such accounts are considered “Personal Accounts” of yours.

         Our policies and procedures regarding trading in your Personal Accounts are more fully set forth in Appendix C. The following is a summary of the major requirements:

    9 Revised November 1, 2018

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    1.      You must report all securities holdings in your Personal Accounts when you join the staff and make periodic reports thereafter.
    2.      You must pre-clear transactions in your Personal Accounts prior to executing them; certain exceptions apply with respect to transactions that do not raise conflicts issues, e.g., the purchase or sale of a US government security or a mutual fund.
    3.      You must not purchase or sell securities which the firm is considering purchasing or selling for clients prior to the time clients' orders are executed or the firm has decided against the contemplated transaction ("front running").
    4.      Your purchases of individual securities are subject to a one-year holding period; additionally, you will not be able to sell the security thereafter while the security is being held in client accounts; certain trades may be permitted to allow staff to employ tax trading strategies.
    5.      You cannot participate in initial public offerings.

         You should familiarize yourself with the instructions and procedures in Appendix C and fully comply with each of them.

    H. Firm Review of Personal Transaction Reports

         The General Counsel or her designee will review the quarterly and annual holdings reports of staff to determine that any securities transactions have been entered into only after approval was given in accordance with these policies. The General Counsel will promptly report to the Board any material violations of the firm’s Personal Trading Policies and will report on all violations in the Annual Compliance Report to the Board. The Chief Financial Officer or another member of the board of managers will review the Personal Accounts of the General Counsel; in no case should a staff member review his or her own report. Forms of reports to obtain permission to execute a securities transaction, to report initial holdings, quarterly reporting forms and fourth quarter and annual reporting forms are in Appendix C.10

    I. Record Keeping Requirements under the Code of Ethics

         Sanders Capital’s recordkeeping requirements under the Code of Ethics are outlined in detail in Section IX. The General Counsel is responsible for ensuring that every violation of the Code is documented as well as any action taken as a result of the violation. Other records that must be retained, as explained more fully in Section IX, include copies of the staff's securities holdings and trading reports.

    J. Code of Ethics and Personal Trading Policy Sanctions

         Upon discovering a violation of this policy, the General Counsel may impose any sanctions as deemed appropriate, including disgorgement of profits, reversal of the trade or suspension of trading privileges. In severe cases of violations and in the case of repeated violations, the Board of Managers may suspend or terminate the employment of a staff member. For additional information on general sanctions for violation of the firm’s policies, refer to the Sanctions Policy.

    10 Revised November 1, 2018

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    K. New and Annual Staff Acknowledgement11

         New staff members must acknowledge they have read, and understand and agree to comply with, this Code of Ethics and Personal Trading Policy. All staff members are required to acknowledge they have complied and will continue to comply with this Code of Ethics and

    Personal Trading Policy annually in connection with the firm’s annual ethics code and compliance manual acknowledgement process.

    Section 4. Investment Management

    A. Trade Aggregation and Allocation12

         Sanders Capital strives to treat all clients in a fair and equitable manner over time. This is the basic principal underlying this aggregation and allocation policy.

         At any particular time, all outstanding orders for investment management accounts for the same security at the same limit are treated equally. When practical, client trades in the same security (including any security issued in an initial public offering ("IPO")) will be aggregated in a single order and allocated as follows:

    1.      If the entire order is not filled by day-end, the firm will allocate shares executed to underlying accounts on a pro rata basis, adjusted if necessary to keep client transaction costs to a minimum and in accordance with specific account guidelines;
    2.      If an order is filled at several prices through multiple trades with the same broker, an average price and commission will be used for all trades executed;
    3.      All participants receiving securities from the aggregated trade will receive the average price; and
    4.      Only trades executed within the trade on the single day may be combined for purposes of calculating the average price.
    5.      Reasons for revising an initial allocation of a trade must be documented. Once an allocated security has been settled in a client’s account it cannot be reallocated to another client.

         It is expected that this trade aggregation and allocation policy will be applied consistently. However, if application of this policy results in unfair or inequitable treatment to some or all of our clients, we may deviate from this policy.

    B. Trade Error Correction

         It is Sanders Capital’s policy to reasonably ensure that clients are made whole following a trade error. Specifically, when the firm causes a trade error to occur in a client's account that results in a loss, we will reimburse the client. If the trade error results in a gain, the client will

    11 Revised November 1, 2018
    12 Revised September 19, 2012; November 1, 2018

     

    13


    Code of Ethics

    Do the right thing



     

    Table of Contents  
    Message from our CEO  
    The Code of Ethics at a Glance 2
    Section 1. Background 4
    Section 2. Standards of Conduct 4
    2.1. Conflicts of Interest  

     

    (a)      When can conflicts of interest arise?
    (b)      What types of conflicts of interest must I avoid?
    (c)      Which conflicts of interest do I need to disclose?
    (d)      When and how do I disclose conflicts of interest?
    Section 3. Outside Business Activities 6
    3.1 Outside Business Activity Requirements  

     

    (a)      Am I prohibited from engaging in any outside business activities?
    (b)      Am I required to obtain preclearance for any outside business activities?
    (c)      What outside business activities do not require preclearance?
    (d)      When and how do I preclear an outside business activity?
    Section 4. Gift and Entertainment Policy 10
    Section 5. Anti-Bribery Policy 10
    Section 6. Antitrust and Competition Policy . 12
    Section 7. Duty of Confidentiality 12
    Section 8. Personal Trading and Reporting Requirements . 12
    8.1 General Trading Prohibitions and Reporting Requirements  
    (a) What are the general trading prohibitions?  
    (b) Am I required to maintain Securities in a brokerage account at Vanguard?  
    (c) What am I required to report?  

     

    8.2 Additional Trading and Reporting Requirements for Investment Persons . 15

    (a)      Which Securities trades am I required to preclear?
    (b)      How do I obtain preclearance?
    (c)      How long is my preclearance approval valid?
    (d)      Am I required to obtain preclearance before investing in a Private Placement?
    (e)      Are there Securities transactions that I do not need to preclear?
    (f)      Am I subject to restrictions on my personal trading in Covered Securities?
    (g)      Am I prohibited from engaging in certain Securities transactions?
    (h)      What happens if I make a “short-term trade” in a Vanguard Fund?
    (i)      Are there any additional reporting requirements that apply to me?

     

    Table of Contents (continued)

    8.3 Additional Trading Prohibitions and Reporting Requirements for Fund Access Persons 20 (a) Which Securities trades am I required to preclear?

    (b) How do I obtain preclearance?

    (c) How long is my preclearance approval valid?

    (d) Am I required to obtain preclearance before investing in a Private Placement? (e) Are there Securities transactions that I do not need to preclear?

    (f) Am I subject to restrictions on my personal trading in Covered Securities? (g) Am I prohibited from engaging in any Securities transactions?

    (h) What happens if I make a “short-term trade” in a Vanguard Fund? (i) Are there any additional reporting requirements that apply to me?

    8.4 Additional Trading Prohibitions and Reporting Requirements for VAI Access Persons . 24 (a) Am I required to preclear Security trades?

    (b) Am I required to obtain preclearance before investing in a Private Placement? (c) Am I prohibited from engaging in any Securities transactions?

    (d) What happens if I make a “short-term trade” in a Vanguard Fund? (e) Are there any additional reporting requirements that apply to me?

    8.5 Additional Trading Prohibitions for Non-U.S. Crew Members . 26

    (a)      What are the additional trading prohibitions?
    (b)      What are the Vanguard Fund reporting requirements in Australia?
    (c)      What are the additional trading restrictions for Japan?
    (d)      What additional information is required to be reported for accounts where I have Investment Discretion?
    Section 9. Certification Requirements 28
    9.1 What am I required to certify initially?  
    9.2 What am I required to certify annually?  
    Section 10. Penalties and Sanctions 28
    10.1 How are violations administered by Compliance?  
    10.2 How is an appropriate sanction determined?  
    10.3 How is the materiality of a violation determined?  
    10.4 What are my obligations to report a violation?  
    Section 11. Waivers 29
    Appendix A. Definitions 31
    Appendix B. Independent Directors and Trustees 36

     


     


    Do the right thing

    At Vanguard, the trust of our clients is our greatest asset. And that trust can only be preserved if each one of us does the right thing on behalf of Vanguard and our clients.

    Our Code of Ethics is built on our commitment to maintaining the highest standards of ethical behavior and fiduciary responsibility. Our actions, decisions, and interests should never compete with the interests of Vanguard or our clients.

    All crew members are responsible for understanding and complying with our Code of Ethics. Please know and follow the policies that apply to you, and be accountable for your actions. If you are a manager, help your crew to understand and comply with the Code of Ethics through your words and your actions.

    Use the Code of Ethics as your guide when faced with challenging decisions or circumstances. But remember, the Code of Ethics is a document. It cannot anticipate every situation. Ultimately, we rely on your sense of personal integrity to protect and enhance Vanguard’s reputation. Never underestimate the importance of your own ethical conduct in our mission to treat investors fairly and give them the best chance to succeed.


    Mortimer J. Buckley
    President and Chief Executive Officer


     

    The Code of Ethics at a Glance

    Below are some of the general requirements of the Code of Ethics which may impact you the most. These descriptions are for guidance only. Please consult the applicable provisions of the Code of Ethics for detailed requirements.

    1. Clients’ Interests Come First

    You must serve the interests of Vanguard Clients ahead of your own personal interests.

    2. Conflicts of Interest

    Your actions, decisions, and interests should not compete or conflict with Vanguard or Vanguard Clients’ interests. You must report any potential conflicts of interest to Compliance.

    3. Business Activities Outside of Vanguard

    You may engage in outside business activities that do not conflict with Vanguard’s interests; however, you must obtain approval from Compliance for certain outside business activities.

    4. Gifts and Entertainment

    When doing business with Vanguard Clients, vendors, potential Vanguard Clients, and others, you must abide by limitations on giving and receiving gifts and business entertainment. Under the Gift and Entertainment Policy, you must report certain gifts and entertainment to Compliance.

    5. Anti-Bribery

    You are prohibited from engaging or participating in any form of bribery or corruption.

    6. Antitrust and Competition

    You are prohibited from engaging in activity that could have an anticompetitive effect on the price of goods, services, securities, or other trading conditions in the global marketplace in which we operate.

    7. Insider Trading

    You are prohibited from buying or selling any Security while in the possession of material nonpublic information about the issuer of the Security.

    8. Personal Trading Activities

    You are required to abide by the Code of Ethics requirements related to holding, reporting, and trading Securities for personal benefit. Personal trading restrictions and reporting requirements vary depending on the rules of the country you are working in and whether you are an Access Person or a Non-Access Person.

    9. Certification Requirements

    On an annual basis, you must acknowledge that you understand the Code of Ethics and will comply with its provisions.

    2


     

    Clients’ Interests
    Come First

    You must serve the
    interests of Vanguard
    Clients ahead of your
    own personal interests.


     

    Section 1. Background

    The Code of Ethics (“Code”) has been approved and adopted by the board of directors of The Vanguard Group, Inc. (“Vanguard”), the boards of trustees of each of the Vanguard Funds, and the boards of directors of each of Vanguard’s Affiliates, as applicable. Unless stated otherwise, the Code applies to all Crew Members and Contingent Workers. The Code also contains provisions applicable to Independent Directors and Trustees (Appendix B).

    Section 2. Standards of Conduct

    Vanguard consistently seeks to earn and maintain the trust and loyalty of our clients by adhering to the highest standards of ethical behavior and fiduciary responsibility. You must adhere at all times to the spirit, and not just the letter, of the Code. Any transaction or activity that violates either of the standards of conduct described below is prohibited, regardless of whether it meets technical rules found elsewhere in the Code. Accordingly, you must conduct yourself in accordance with applicable law and regulations, and the following standards of conduct:

    Vanguard Clients’ interests come first. You must at all times place the interests of Vanguard Clients first. In particular, you must avoid serving your own personal interests ahead of the interests of Vanguard Clients.

    Conflicts of interest must be avoided. Your actions, decisions, and interests cannot compete or conflict with Vanguard’s interests or the interests of Vanguard Clients. You must ensure that you do not have a conflict with your duties for Vanguard and that you do not use Vanguard’s name, property, facilities, confidential information, relationships, or other assets for personal benefit or for outside work or other endeavors.

    Vanguard Affiliates or your specific department may have additional policies regarding conflicts of interest that you must also follow.

    2.1 Conflicts of Interest

    A conflict of interest is defined as any situation where financial or other personal factors can compromise independence, objectivity, or professional judgment. A conflict of interest exists when these factors compete, or give the appearance of competing, with your duty to serve the interests of Vanguard and Vanguard Clients.

    2.1(a) When can conflicts of interest arise?

    Even the perception of a conflict could negatively affect Vanguard and harm our reputation. It’s important to understand the following conflict situations:

    Actual conflict of interest. A situation where your personal interests directly conflict with your duties, responsibilities, or the terms of your assignment at Vanguard.

    Perceived conflict of interest. A situation where it appears that your personal interests inappropriately influence the performance of your duties, responsibilities, or the terms of your assignment at Vanguard - whether founded or not.

    Potential conflict of interest. A situation that could arise in the future where your personal interests would affect your duties, responsibilities, or the terms of your assignment at Vanguard.

    Depending on your role or the terms of your assignment at Vanguard, the potential for conflict may also arise where an Immediate Family Member is employed by, or associated with, a company with which Vanguard has or is looking to establish a relationship.

    Example:Your spouse is employed as a trader at a brokerage firm that executes Vanguard Fund trades - if you are a phone associate, a conflict may not exist; however, if you hold a position in the Investment Management Group or Fund Financial Services, a potential conflict may exist.

    4


     


    Your actions, decisions, and
    interests should not compete
    or conflict with Vanguard or
    Vanguard Clients’ interests.
    You must report any potential
    conflicts of interest to
    Compliance.


     

    2.1(b) What types of conflicts of interest must I avoid?

    You need to avoid situations where a conflict of interest could arise, including:

    Any business interest that competes, directly or indirectly, with the interests of Vanguard or Vanguard Clients while working on Vanguard matters.

    Any situation where you would benefit, directly or indirectly, from Vanguard’s dealings with others.

    2.1(c) Which conflicts of interest do I need to disclose?

    You are required to disclose the following information: Any situation that may present the potential for a conflict of interest with Vanguard’s business or the interests of Vanguard Clients.

    Any employment arrangements or positions (e.g., board member) of an Immediate Family Member that may present the potential for conflict with Vanguard and its activities (e.g., relationships with potential or existing vendors or financial institutions, including banks, with whom Vanguard conducts business).

    2.1(d) When and how do I disclose conflicts of interest?

    Report any conflicts – whether actual, perceived, or potential – to Compliance as soon as they arise. Contact Compliance if you encounter a conflict that is not explicitly addressed by our policies, or is potentially significant to a business area or across divisions.

    Certain Vanguard Affiliates or departments may have additional policies regarding conflicts of interest. Crew Members and Contingent Workers in those departments must also follow those policies. If in doubt about whether you are subject to additional departmental or Vanguard Affiliate policies, please check with your Vanguard manager or Compliance.

    Contingent Workers must also consult with their employer if an actual, perceived, or potential conflict arises.

    MCO Resource – To disclose conflicts of interest, complete a Conflicts of Interest Disclosure Form via MCO.

    Section 3. Outside Business Activities

    You are permitted to engage in certain outside business activities (permanent, part-time, or one-time assignment) during your personal time. However, those activities must not adversely affect Vanguard or present a conflict of interest. Your job at Vanguard must come first over other business opportunities, nonprofit activities, or a second job. Be mindful of conflicts, obtain any necessary approvals, and be aware that you may be required to discontinue an activity if a conflict exists.

    While Contingent Workers are exempt from the requirements of Section 3, those Contingent Workers who hold a FINRA license are required to comply with the FINRA Licensing Policy on CrewNet.

    In addition to the requirements and restrictions in this section, the following supplemental policies may apply to Crew Members: Senior Executive Covered Activity Policy

    (officers and Crew Members in roles designated as M6/P6/S6 or higher).

    Managing Director Outside Business Activity Policy.

    If there is a conflict between a requirement in the Code and a more restrictive requirement in one of these supplemental policies, the more restrictive requirement outlined in the Senior Executive Covered Activity Policy or the Managing Director Outside Business Activity Policy will govern.

    Web Resource – If you are FINRA licensed, you are also required to comply with the FINRA Licensing Policy on CrewNet.

    6


     


    You may engage in outside business activities that do not conflict with Vanguard’s interests; however, you must obtain approval from Compliance for certain outside business activities.


     

    3.1 Outside Business Activity Requirements 3.1(a) Am I prohibited from engaging in any outside business activities?

    Yes. The following activities are generally prohibited: Holding a second job with any company or organization whose activities could create a conflict of interest with your employment at Vanguard. This includes, but is not limited to, selling Securities, term insurance, or fixed or variable annuities; providing investment advice or financial planning or registering as an independent investment advisor; or engaging in any business activity similar to your job at Vanguard.

    Working, including serving as a director, officer, or in an advisory capacity, for any business or enterprise that competes with Vanguard.

    Working for any organization that could benefit from your knowledge of confidential Vanguard information, such as new Vanguard products, services, or technology.

    Serving on the board of a publicly traded company (or on the board of a company reasonably expected to become a public company).

    Using Vanguard time, equipment, services, or property or enlisting Crew Members for the benefit of the outside business activity.

    Allowing your activities, or the time you spend on them, to interfere with the performance of your job.

    Accepting a business opportunity from someone who does, or seeks to do, business with Vanguard if the person made the offer because of your position at Vanguard.

    Selling interests, soliciting investors or referring participants to a Private Securities Transaction. Certain elected or appointed political positions.

    3.1(b) Am I required to obtain preclearance for any outside business activities?

    Yes. You are required to obtain prior written approval for the following outside business activities: Compensated positions held outside of Vanguard, including positions with a nonprofit

    or charitable organization.

    All entrepreneurial activities, including home and family businesses and independent consulting.

    Volunteer positions that involve reviewing, recommending or approving Securities for an organization. This includes, but is not limited to, serving on the finance or investment committee of a nonprofit organization, or serving as treasurer for a homeowners association or on a school board.

    Any activity where your role is similar or closely related to your responsibilities at Vanguard.

    Any government position, whether paid or unpaid, elected or appointed (e.g., an elected official or member, director, officer, or employee of a government agency, authority, advisory board or other board, such as a public school or library board).

    Any official position with any federal, state, or local government authority, or service as a board member or in any representative capacity for any civic, public interest, or regional business interest organization. Example: You are the executive director of a local chamber of commerce or on the board of a wildlife protection organization.

    Any board position, whether compensated or non-compensated, including advisory positions.

    This includes, but is not limited to, positions on boards of nonprofit organizations, charitable foundations, universities, hospitals, and civic, religious, or fraternal organizations.

    Any position on a panel or committee of an index provider.

    Acting as a real estate agent or conducting any mortgage related activities.

    Any teaching positions where the subject matter relates to Vanguard business that is not in the course of your duties for Vanguard.

    Crypto Mining for Digital Currencies, Digital Utility Tokens, or Digital Security Tokens.

    Engaging in an equity or a debt-based Crowdfunding project or venture.

    8


     

    Gifts and
    Entertainment

    When doing business
    with Vanguard Clients,
    vendors, potential
    Vanguard Clients, and
    others, you must abide
    by limitations on giving
    and receiving gifts and
    business entertainment.
    Under the Gift and
    Entertainment Policy, you
    must report certain gifts
    and entertainment to
    Compliance.

    Anti-Bribery

    You are prohibited from engaging or participating in any form of bribery or corruption.


     

    3.1(c) What outside business activities do not require preclearance?

    You are not required to obtain written approval for the following activities:

    Compensated positions in a retail business - for example, positions in retail or department stores or in the food service industry.

    Ownership of a second home, rental property, or investment property, provided that the property does not do business with Vanguard.

    Selling items on online auction sites, so long as it is not operated as a business.

    Unpaid positions with holding companies, trusts, or non-operating entities that hold your or your family’s real estate or other Investments, provided the Securities would not otherwise require approval if held directly.

    3.1(d) When and how do I preclear an outside business activity?

    Other than those outside business activities described in Section 3.1(c), you are required to obtain approval for outside business activities:

    If you are already participating in an activity upon joining Vanguard.

    Before accepting any new activity.

    If there are any changes to a previously reported activity.

    In certain situations, you may receive a follow-up form from Compliance requiring you to obtain approval from a Vanguard Officer or Managing Director.

    Note: Vanguard Officers may not accept or participate in any outside business activities unless they have received written approval from a Vanguard Managing Director or the Chief Executive Officer in addition to receiving written approval from Compliance.

    MCO Resource – To seek approval, you must complete the Outside Business Activities Form via MCO.

    Section 4. Gift and Entertainment Policy

    You are subject to Vanguard’s Gift and Entertainment Policy, which is considered an integral part of the Code. There are restrictions on the extent to which gifts or entertainment may be received from or provided to any third party.

    Web Resource – Refer to the Gift and Entertainment Policy on the Code of Ethics Resource page on CrewNet for information and guidelines.

    Section 5. Anti-Bribery Policy

    You are subject to Vanguard’s Anti-Bribery Policy, which prohibits bribery and corruption in all forms. You must not offer, give, or receive anything of value for the purpose of improperly obtaining business, retaining business or securing an improper advantage for Vanguard.

    Web Resource – Refer to the Anti-Bribery Policy on the Code of Ethics Resource page on CrewNet for information and guidelines.

    10


     


    You are prohibited from engaging
    in activity that could have an
    anticompetitive effect on the price
    of goods, services, securities, or
    other trading conditions in the global
    marketplace in which we operate.


     

    Section 6. Antitrust and Competition Policy

    You are subject to Vanguard’s Antitrust and Competition Policy, which prohibits you from engaging in activity that could have an anticompetitive effect on the price of goods, services and/or securities or other trading conditions in the global marketplace in which we operate.

    Web Resource – Refer to the Antitrust and Competition Policy on the Code of Ethics Resource page on CrewNet for information and guidelines.

    Section 7. Duty of Confidentiality

    You must keep confidential any nonpublic information you may have obtained while working at Vanguard or while on assignment at Vanguard. This information includes, but is not limited to information about:

    The Vanguard Funds (e.g., recent or impending Securities transactions, activities of the funds’ advisors, offerings of new funds, changes to fund minimums or other provisions in the prospectus, or closings of funds).

    Current or prospective Vanguard Clients (e.g., their personal information, Investments, or account transactions).

    Other Crew Members, Contingent Workers, or Independent Directors and Trustees (e.g., their pay, benefits, position level, and performance ratings).

    Vanguard business activities (e.g., new services, products, technology, or business initiatives).

    You must not disclose confidential information to any other person unless it is necessary for the performance of your duties for Vanguard, there is a business purpose for doing so, and such disclosure is authorized by Vanguard.

    Contingent Workers may also be subject to a non-disclosure agreement and/or a service or supply agreement with specific confidentiality

    provisions. In addition to the requirements of the Code, you must act at all times in accordance with the specific confidentiality provisions in such agreements. Contact your employer for more information.

    Section 8. Personal Trading Activities

    You must avoid taking personal advantage of your knowledge of Securities activity in Vanguard Funds or Vanguard Client accounts. The Code includes specific restrictions on personal investing, but cannot anticipate every fact pattern or situation. You should adhere at all times to the spirit, and not just the letter, of the Code. There are additional trading prohibitions and reporting requirements if you are designated as either an Investment Person (Section 8.2), Fund Access Person (Section 8.3), or VAI Access Person (Section 8.4).

    Regardless of your designation, Compliance has the authority, with appropriate notice to you, to apply any or all of the trading restrictions within the Code.

    8.1 GeneralTrading Prohibitions and Reporting Requirements

    The requirements of this Section 8.1(a) apply to all persons subject to the Code. The requirements of Section 8.1(c) apply to all Crew Members and Contingent Workers deemed Associated Persons.

    8.1(a) What are the general trading prohibitions?

    Engaging in conduct that is deceitful, fraudulent, or manipulative, or that involves false or misleading statements, in connection with the purchase or sale of a Security by a Vanguard Fund or Vanguard Client account.

    Intentionally, recklessly, or negligently circulating false information or rumors that may affect the securities markets or may be perceived as market manipulation.

    Trading on knowledge of Vanguard Fund activities. Taking personal advantage of knowledge of recent, impending, or planned

    12


     


    You are prohibited from buying or selling any Security while in the possession of material nonpublic information about the issuer of the Security.


     

    Securities activities of the Vanguard Funds or their investment advisors. You are prohibited from purchasing or selling - directly or indirectly -any Security or Related Security when you know that the Security is being purchased or sold, or considered for purchase or sale, by a Vanguard Fund (with the exception of an index fund). These prohibitions apply to all Securities in which you have acquired or will acquire Beneficial Ownership.

    Vanguard InsiderTrading Policies. You are subject to the Insider Trading Policy and/or any similar policy of the Vanguard Affiliate for which you work. Each of these policies are considered an integral part of the Code. Each policy prohibits you from buying or selling any Security while in possession of material, nonpublic information about the issuer of the Security. The policies prohibit you from communicating any nonpublic information about any Security or issuer of Securities to third parties.

    Vanguard FundTrading. When purchasing, exchanging, or redeeming shares of a Vanguard Fund, you and your Immediate Family Members must adhere to the policies and standards set forth in the fund’s prospectus, or offering document, including policies on market-timing and frequent trading.

    Initial Coin Offerings. You are prohibited from participating in an Initial Coin Offering.

    Web Resource – Refer to your local Insider Trading Policy on the Code of Ethics Resource page on CrewNet for further information.

    8.1(b) Am I required to maintain Securities in a brokerage account at Vanguard?

    U.S. Crew Members: Yes. You and your Immediate Family Members are required to maintain all Reportable Securities within a Vanguard Brokerage Account. You may hold Vanguard Funds, other than Vanguard ETFs, outside of Vanguard. Employer-sponsored retirement accounts (e.g., 401(k) and 403(b)), 529 Plans, and Compliance-approved accounts are exempt from this requirement (e.g., Managed Account). Vanguard ETFs must be held within a Vanguard Brokerage Account.

    Non-U.S. Crew Members: No. You and your Immediate Family Members are not required to maintain Reportable Securities within a Vanguard Brokerage Account.

    U.S. and Non-U.S. Contingent Workers: No. You and your Immediate Family Members are not required to maintain Reportable Securities within a Vanguard Brokerage Account.

    Web Resource – Refer to the U.S. Crew -Securities to be Held at Vanguard document, which can be accessed from the Code of Ethics Resource page on CrewNet.

    8.1(c) What am I required to report?

    The requirements of this Section apply to all Crew Members and Contingent Workers deemed Associated Persons.

    Initial Holdings Report – Within ten calendar days of joining Vanguard, you must disclose all Covered Accounts and all Reportable Securities held by you or an Immediate Family Member. This includes Brokerage Accounts held at Vanguard, as well as those held at another financial institution. This information must be current as of 45 calendar days before joining Vanguard.

    MCO Resource – You will receive an Initial Certification to complete which will include a section to disclose Covered Accounts and all Reportable Securities via MCO.

    In addition, you must notify Compliance if you or an Immediate Family Member has subsequently opened, or intends to open, a Covered Account with a financial institution (e.g., broker, dealer, advisor, or any other professional money manager), has acquired holdings in Reportable Securities, or if a preexisting Covered Account (including a Vanguard Brokerage Account) becomes associated with you (such as through marriage or inheritance).

    MCO Resource – Disclose new Covered Accounts and Reportable Securities via MCO.

    14


     

    Quick Guide: Refer
    to the Trading and
    Reporting Requirements
    for Non-Access Persons
    document, which can be
    accessed from the Code
    of Ethics Resource page
    on CrewNet.

    Duplicate statements and transaction confirmations – You must disclose transactions in Reportable Securities made by you and your Immediate Family Members. For any disclosed Vanguard Brokerage Accounts, Compliance will receive transaction confirmations automatically. For each approved Covered Account and any holdings of Reportable Securities held outside of Vanguard, it is your responsibility to ensure duplicate statements and transaction confirmations are delivered to Compliance. If the sponsor of your Covered Account is not able to send statements and daily transaction confirmations (electronic or paper) directly to Vanguard, you will be required to submit copies through MCO immediately after you receive them, unless you receive an exemption from this requirement from Compliance. You do not need to report an account or submit transaction confirmations or statements if the account does not have the ability to hold Securities (e.g., a traditional checking account).

    Contingent Workers deemed Associated Persons are required to comply with and are subject to the Securities Account Reporting Obligations on CrewNet.

    8.2 AdditionalTrading and Reporting Requirements for Investment Persons

    The requirements of this Section 8.2 are in addition to the requirements of Section 8.1 and apply to all transactions or holdings in which an Investment Person has, or will acquire, Beneficial Ownership of Securities. To see if you are designated as an Investment Person, reference the Investment Persons Departments list on CrewNet. Note: this designation could apply to Crew Members or Contingent Workers.

    8.2(a) Which Securities trades am I required to preclear?

    You must obtain, for yourself and on behalf of your Immediate Family Members, preclearance for any transaction in a Covered Security and in a Vanguard ETF.

    By seeking preclearance, you will be deemed to be advising Compliance that you:

    Do not possess any material, nonpublic information relating to the security.

    Do not use knowledge of any proposed trade or investment program relating to the Vanguard Funds for personal benefit.

    Believe the proposed trade is available to any market participant on the same terms.

    Non-U.S. Investment Persons may be subject to additional restrictions. See Section 8.5.

    Quick Guide: Refer
    to the Trading and
    Reporting Requirements
    for Investment Persons
    document, which can be
    accessed from the Code
    of Ethics Resource page
    on CrewNet.

    8.2(b) How do I obtain preclearance?

    You must receive preclearance through the MCO system or from an authorized member of Compliance. Transactions in Covered Securities and Vanguard ETFs may not be executed before you receive approval.

    Same day limit orders are permitted; however, good ‘til canceled orders (such as limit orders that stay open over the course of multiple trading days until a security reaches a specified market price) are not permitted.

    Attempting to gain approval after the transaction has occurred is not permitted. Completing a personal trade before receiving approval or after the approval window expires constitutes a violation

    15


     

    of the Code. See Section 10 for more information regarding the sanctions that may be imposed as a result of a violation.

    MCO Resource – Preclearance must be obtained via MCO. Once the required information is submitted, your preclearance request will be approved or denied immediately.

    8.2(c) How long is my preclearance approval valid?

    U.S.: Preclearance approval will expire at the end of the trading day on which it is issued (e.g., if you receive approval for a trade on Monday, it is effective until the market closes on that Monday). Preclearance for limit orders is good for transactions on the same day that approval is granted only. If you receive approval for a limit order, it must be executed or expire at the close of regular trading on the same business day for which approval was granted. If you wish to execute the limit order after the close of regular trading on the day you received approval, you must submit a new preclearance request for the day you wish to execute the trade.

    Non-U.S.: If you receive approval, transactions must be executed no later than the end of trading on the next business day after the preclearance is granted. If the transaction is not placed within that time, you must submit a new request for approval before placing the transaction. If you preclear a limit order, that limit order must either be executed or expire at the end of the next business day. If you want to execute the order after the next business day period expires, you must resubmit your preclearance request.

    8.2(d) Am I required to obtain preclearance before investing in a Private Placement?

    Yes. You cannot invest in securities offered to potential investors in a Private Placement or other limited investment offering without first obtaining preclearance from Compliance. You must provide documentation describing the investment (e.g., offering memorandum, subscription documents, etc.) so as to enable Compliance to conduct a thorough review of the investment. Approval

    may be granted after a review of the facts and circumstances, including whether:

    An investment in the securities is likely to result in future conflicts with Vanguard Client accounts.

    You are being offered the opportunity due to your employment at, or association with, Vanguard.

    If you receive approval to purchase Securities in a Private Placement, you must inform Compliance if that Security goes to public offer or is pending listing on an exchange.

    MCO Resource – To seek preclearance of a Private Placement, complete the Outside Business Activities Form via MCO.

    8.2(e) Are there Securities transactions that I do not need to preclear?

    Yes. You are not required to obtain preclearance for the following:

    Purchases or sales of Vanguard Funds. Note: The purchase or sale of Vanguard ETFs require preclearance.

    Purchases or sales where the person requesting preclearance has no direct or indirect influence or control over the Covered Security (e.g., you have a trust in your name but you are not the trustee who places the transaction, provided you have granted Investment Discretion to the trustee and there has been no prior communication between you and the trustee regarding the transaction).

    Corporate actions in Covered Securities such as stock dividends, stock splits, mergers, consolidations, spin-offs, or other similar corporate reorganizations or distributions.

    Purchases or sales made as a part of an Automatic Investment Program.

    Purchases made upon the exercise of Rights by an issuer in proportion to all holders of a class of its Securities, to the extent such Rights were acquired for such issuer.

    Acquisitions of Covered Securities through gifts or bequests.

    16


     

    Personal Trading Activities

    You are required to abide by the Code of Ethics requirements related to holding, reporting, and trading Securities for personal benefit. Personal trading restrictions and reporting requirements vary depending on the rules of the country you are working in and whether you are an Access Person or a Non-Access Person.



     

    8.2(f) Am I subject to restrictions on my personal trading in Covered Securities?

    Yes. You may be subject to certain restrictions if you purchase or sell a Covered Security within seven days before or after a Vanguard Fund purchases or sells the same Covered Security or a Related Security (the “blackout period”).

    If you purchase a Covered Security within seven days before a Vanguard Fund purchases the same Covered Security or a Related Security, you may be required to hold the Covered Security for 6 months before being permitted to sell the Covered Security for a profit.

    If you sell a Covered Security within seven days before a Vanguard Fund sells the same Covered Security or a Related Security, you may be required to disgorge any profits earned from your sale of the Covered Security (exclusive of commissions) at a price higher than what the Vanguard Fund received for selling the Covered Security or a Related Security.

    In general, you will not receive preclearance to purchase a Covered Security within seven days after a Vanguard Fund trades the same Covered Security or a Related Security. If you execute the transaction without receiving preclearance, you will have violated this Code and must immediately sell the Covered Security and disgorge all profits received from the sale to Vanguard (exclusive of commissions).

    In general, you will not receive preclearance to sell a Covered Security within seven days after a Vanguard Fund trades the same Covered Security or a Related Security. If you execute the transaction without receiving preclearance, you will have violated the Code and must disgorge the difference (exclusive of commissions) between the sale price you received and the Vanguard Fund’s sale price (as long as your sales price is higher), multiplied by the number of shares you sold.

    In addition to these restrictions, local law may dictate the extent to which any gains must be relinquished.

    Quick Guide: For
    example on the above
    trade scenarios, refer
    to Code of Ethics Q&A,
    which can be accessed
    from the Code of
    Ethics Resource page
    on CrewNet.

    Compliance may exempt from these restrictions trades during blackout periods that coincide with trading by certain Vanguard Funds (e.g., index funds).

    Compliance may waive the blackout period as it applies to the sale of a Covered Security if the Chief Compliance Officer determines its application creates a significant hardship to you (e.g., you need cash for a home purchase or to cover a major medical expense) and, in the opinion of the Chief Compliance Officer, satisfies the requirements for a waiver in Section 11.

    Web Resource – Refer to the Hardship Waiver Request Form on the Code of Ethics Resource page on CrewNet.

    Quick Guide: Refer
    to the Trading and
    Reporting Requirements
    for Investment Persons
    document, which can be
    accessed from the Code
    of Ethics Resource page
    on CrewNet.

    8.2(g) Am I prohibited from engaging in certain Securities transactions?

    Yes. You are prohibited from engaging in the following Securities transactions:

    Futures and Options. You are prohibited from entering into, acquiring, or selling any Futures contract (including single stock futures) or any

    18


     

    Option on any Covered Security (including Options on ETFs).

    Initial Public Offerings and Secondary Offerings. You are prohibited from acquiring Securities in an Initial Public Offering or Secondary Offering.

    Short-Selling. You are prohibited from selling short any Security that you do not own or from otherwise engaging in Short-Selling activities.

    Short-TermTrading. You are prohibited from purchasing and then selling any Covered Security or a Vanguard ETF at a profit, as well as selling and then repurchasing a Covered Security or a Vanguard ETF at a lower price within 60 calendar days. Gains are calculated based on last in, first out method for purposes of this restriction. If you realize profits on short-term trades, you will be required to relinquish the profits. In addition, the trade will be recorded as a violation of the Code.

    Spread Bets. You are prohibited from participating in Spread Betting on Securities, indexes, interest rates, currencies, or commodities.

    8.2(h) What happens if I make a “short-term trade” in a Vanguard Fund?

    Compliance will monitor trading in Vanguard Funds, other than Vanguard ETFs, and will review situations where Vanguard Fund shares are redeemed within 30 calendar days of purchase (a “short-term trade”). You may be required to relinquish any profit made on a short-term trade and will be subject to disciplinary action if Compliance determines the short-term trade was detrimental to a Vanguard Fund or a Vanguard Client or that there is a history of frequent trading by you or your Immediate Family Members. For purposes of this paragraph:

    A redemption includes a redemption by any means, including an exchange out of a Vanguard Fund.

    This policy does not cover purchases and redemptions/sales (i) into or out of Vanguard money market funds, Vanguard short-term bond funds, or (ii) through an Automatic Investment Program.

    Nothing in this section is intended to replace, nullify, or modify any requirements imposed by a Vanguard Fund.

    Note: This section applies to transactions in Vanguard Funds other than Vanguard ETFs (e.g., Vanguard mutual funds). As noted above, Investment Persons are prohibited from purchasing and then selling any Vanguard ETF at a profit, as well as selling and then repurchasing a Vanguard ETF at a lower price within 60 calendar days

    8.2(i) Are there any additional reporting requirements that apply to me?

    In addition to the standard reporting requirements set forth in Section 8.1(c), you must also disclose the following:

    Covered Accounts where you exercise Investment Discretion.

    Accounts, 529 college savings plans and annuity or insurance products holding Vanguard Funds.

    The information must be updated in MCO no later than ten calendar days after you become an Investment Person or joining Vanguard.

    QuarterlyTransactions Report – Within 30 days of quarter end, you must certify that all transactions effected in Covered Securities during the quarter have been recorded accurately in MCO. If there are no transactions in Covered Securities the report should state “None.” You will not be required to certify if Compliance receives automated or duplicate confirmations and statements. Note: Compliance receives duplicate confirms and statements for all Vanguard accounts.

    Annual Holdings Report – Within 30 calendar days of receipt, you must certify that all Covered Accounts and Reportable Securities are recorded accurately in MCO.

    If you are an Investment Person of Vanguard Investments Hong Kong, Limited (VIHK), the holdings disclosure requirement is semi-annual, including the provision of statements.

    19


     

    Quick Guide: Refer
    to the Trading and
    Reporting Requirements
    for Investment Persons,
    which can be accessed
    from the Code of Ethics
    Resource page on
    CrewNet.

    MCO Resource – Verify and disclose all Covered Accounts and holdings in Reportable Securities via MCO

    8.3 AdditionalTrading Prohibitions and Reporting Requirements for Fund Access Persons

    The requirements of this Section 8.3 are in addition to the requirements of Section 8.1 and apply to all transactions or holdings in which a Fund Access Person has, or will acquire, Beneficial Ownership of Securities. To see if you are designated as a Fund Access Person, reference the Fund Access Persons Departments list on CrewNet. Note: this designation could apply to Crew Members or Contingent Workers.

    8.3(a) Which Securities trades am I required to preclear?

    You must obtain, for yourself and on behalf of your Immediate Family Members, preclearance for any transaction in a Covered Security.

    By seeking preclearance, you will be deemed to be advising Compliance that you:

    Do not possess any material, nonpublic information relating to the security.

    Do not use knowledge of any proposed trade or investment program relating to the Vanguard Funds for personal benefit.

    Believe the proposed trade is available to any market participant on the same terms.

    Non-U.S. Fund Access Persons may be subject to additional restrictions. See Section 8.5(a).

    Quick Guide: Refer
    to the Trading and
    Reporting Requirements
    for Fund Access
    Persons document,
    which can be accessed
    from the Code of Ethics
    Resource page on
    CrewNet.

    8.3(b) How do I obtain preclearance?

    You must receive preclearance through the MCO system or by contacting Compliance. Transactions in Covered Securities may not be executed before you receive approval.

    Same day limit orders are permitted; however, good ‘til canceled orders (such as limit orders that stay open over the course of multiple trading days until a security reaches a specified market price) are not permitted.

    Attempting to gain approval after the transaction has occurred is not permitted. Completing a personal trade before receiving approval or after the approval window expires constitutes a violation of the Code. See Section 10 for more information regarding the sanctions that may be imposed as a result of a violation.

    MCO Resource – Preclearance must be obtained via MCO. Once the required information is submitted, your preclearance request will be approved or denied immediately.

    8.3(c) How long is my preclearance approval valid?

    U.S.: Preclearance approval will expire at the end of the trading day on which it is issued (e.g., if you receive approval for a trade on Monday, it is effective until the market closes on that Monday). Preclearance for limit orders is good for transactions on the same day that approval is granted only. If you receive approval for a limit

    20


     

    order, it must be executed or expire at the close of regular trading on the same business day for which approval was granted. If you wish to execute the limit order after the close of regular trading on the day you received approval, you must submit a new preclearance request for the day you wish to execute the trade.

    Non-U.S.: If you receive approval, transactions must be executed no later than the end of trading on the next business day after the preclearance is granted. If the transaction is not placed within that time, you must submit a new request for approval before placing the transaction. If you preclear a limit order, that limit order must either be executed or expire at the end of the next business day. If you want to execute the order after the next business day period expires, you must resubmit your preclearance request.

    8.3(d) Am I required to obtain preclearance before investing in a Private Placement?

    Yes. You cannot invest in securities offered to potential investors in a Private Placement or other limited investment offering without first obtaining preclearance from Compliance. You must provide documentation describing the investment (e.g., offering memorandum, subscription documents, etc.) so as to enable Compliance to conduct a thorough review of the investment. Approval may be granted after a review of the facts and circumstances, including whether:

    An investment in the securities is likely to
    result in future conflicts with Vanguard Client
    accounts.
    You are being offered the opportunity due
    to your employment at, or association with,
    Vanguard.

     

    If you receive approval to purchase Securities in a Private Placement, you must inform Compliance if that Security goes to public offer or is pending listing on an exchange.

    MCO Resource – To seek preclearance of a Private Placement, complete the Outside Business Activities Form via MCO.

    8.3(e) Are there Securities transactions that I do not need to preclear?

    Yes. You are not required to obtain preclearance for the following:

    Purchases or sales of Vanguard Funds.
    Purchases or sales where the person
    requesting preclearance has no direct or
    indirect influence or control over the account
    (e.g., you have a trust in your name but you
    are not the trustee who places the transaction,
    provided you have granted Investment
    Discretion to the trustee and there has been
    no prior communication between you and the
    trustee regarding the transaction).
    Corporate actions in Covered Securities such
    as stock dividends, stock splits, mergers,
    consolidations, spin-offs, or other similar
    corporate reorganizations or distributions.
    Purchases or sales made as a part of an
    Automatic Investment Program.
    Purchases made upon the exercise of Rights by
    an issuer in proportion to all holders of a class
    of its Securities, to the extent, such Rights
    were acquired for such issuer.
    Acquisitions of Covered Securities through gifts
    or bequests.

     

    8.3(f) Am I subject to restrictions on my personal trading in Covered Securities?

    Yes. You may be subject to certain restrictions if you purchase or sell a Covered Security within seven days before or after a Vanguard Fund purchases or sells the same Covered Security or a Related Security (the “blackout period”).

    If you purchase a Covered Security within seven days before a Vanguard Fund purchases the same Covered Security or a Related Security, you may be required to hold the Covered Security for 6 months before being permitted to sell the Covered Security for a profit.

    If you sell a Covered Security within seven days before a Vanguard Fund sells the same Covered Security or a Related Security, you may be required to disgorge any profits earned from your sale of the

    21


     

    Covered Security (exclusive of commissions) at a price higher than what the Vanguard Fund received for selling the Covered Security or a Related Security.

    In general, you will not receive preclearance to purchase a Covered Security within seven days after a Vanguard Fund trades the same Covered Security or a Related Security. If you execute the transaction without receiving preclearance, you will have violated this Code and must immediately sell the Covered Security and disgorge all profits received from the sale to Vanguard (exclusive of commissions).

    In general, you will not receive preclearance to sell a Covered Security within seven days after a Vanguard Fund trades the same Covered Security or a Related Security. If you execute the transaction without receiving preclearance, you will have violated the Code and must disgorge the difference (exclusive of commissions) between the sale price you received and the Vanguard Fund’s sale price (as long as your sales price is higher), multiplied by the number of shares you sold.

    Quick Guide: For
    example on the above
    trade scenarios, refer
    to Code of Ethics Q&A,
    which can be accessed
    from the Code of Ethics
    Resource page on
    CrewNet.

    In addition to these restrictions, local law may dictate the extent to which any gains must be relinquished.

    Compliance may exempt from these restrictions certain trades during blackout periods that coincide with trading by certain Vanguard Funds (e.g., index funds).

    The blackout period will not apply to a Fund Access Person’s sale of any stock for which the market capitalization exceeds US$5 billion, provided that

    the total value of any sales of the Security by the Fund Access Person do not exceed US$10,000 in any 30-day rolling period. Sales of securities with market capitalizations below US$5 billion, or that exceed US$10,000 in any 30-day rolling period, will continue to be subject to the blackout periods unless Compliance grants a waiver.

    Compliance may waive the blackout period as it applies to the sale of a Covered Security if the Chief Compliance Officer determines its application creates a significant hardship to you (e.g., you need cash for a home purchase or to cover a major medical expense) and, in the opinion of the Chief Compliance Officer, satisfies the requirements for a waiver in Section 11.

    Web Resource – Refer to the Hardship Waiver Request Form on the Code of Ethics Resource page on CrewNet.

    8.3(g) Am I prohibited from engaging in any Securities transactions?

    Yes. You are prohibited from engaging in the following Securities transactions:

    Futures and Options. You are prohibited from
    entering into, acquiring, or selling any Futures
    contract (including single stock futures) or any
    Option on any Security (including Options on
    ETFs).
    Initial Public Offerings and Secondary

     

    Offerings. You are prohibited from acquiring Securities in an Initial Public Offering or Secondary Offering.

    Short-Selling. You are prohibited from selling
    short any Security that you do not own or from
    otherwise engaging in Short-Selling activities.
    Short-TermTrading. You are prohibited from
    purchasing and then selling any Covered
    Security at a profit, as well as selling and
    then repurchasing a Covered Security at a
    lower price within 60 calendar days. Gains are
    calculated based on last in, first out method
    for purposes of this restriction. If you realize
    profits on short-term trades, you will be

     

    22


     

    required to relinquish the profits. In addition, the trade will be recorded as a violation of the Code. Example: You are not permitted to sell a security at $12 that you purchased within the prior 60 days for $10. Similarly, you are not permitted to purchase a security at $10 that you sold within the prior 60 days for $12.

    Spread Bets. You are prohibited from
    participating in Spread Betting on Securities,
    indexes, interest rates, currencies, or
    commodities.

     

    8.3(h) What happens if I make a “short-term trade” in a Vanguard Fund?

    Compliance will monitor trading in Vanguard Funds, other than Vanguard ETFs, and will review situations where Vanguard Fund shares are redeemed within 30 calendar days of purchase (a “short-term trade”). You may be required to relinquish any profit made on a short-term trade and will be subject to disciplinary action if Compliance determines the short-term trade was detrimental to a Vanguard Fund or a Vanguard Client or that there is a history of frequent trading by you or your Immediate Family Members. For purposes of this paragraph:

    A redemption includes a redemption by any
    means, including an exchange out of a Vanguard
    Fund.
    This policy does not cover purchases and
    redemptions/sales (i) into or out of Vanguard
    money market funds, Vanguard short-term bond
    funds, or (ii) through an Automatic Investment
    Program.

     

    Nothing in this section is intended to replace, nullify, or modify any requirements imposed by a Vanguard Fund.

    Note: This section applies to transactions in Vanguard Funds other than Vanguard ETFs (e.g., Vanguard mutual funds).

    8.3(i) Are there any additional reporting requirements that apply to me?

    In addition to the standard reporting requirements set forth in Section 8.1(c), you must also disclose the following:

    Covered Accounts where you exercise
    Investment Discretion.
    Accounts, 529 college savings plans and annuity
    or insurance products holding Vanguard Funds.

     

    The information must be updated in MCO no later than ten calendar days after you become a Fund Access Person or joining Vanguard.

    QuarterlyTransactions Report – Within 30 days of quarter end, you must certify that all transactions effected in Covered Securities during the quarter have been recorded accurately in MCO. If there are no transactions in Covered Securities the report should state “None.” You will not be required to certify if Compliance receives automated or duplicate confirmations and statements. Note: Compliance receives duplicate confirms and statements for all Vanguard accounts.

    Annual Holdings Report – Within 30 calendar days of receipt, you must certify that all Covered Accounts and Reportable Securities are recorded accurately in MCO.

    If you are an Investment Person of Vanguard Investments Hong Kong, Limited (VIHK), the holdings disclosure requirement is semi-annual, including the provision of statements.

    Quick Guide: Refer
    to the Trading and
    Reporting Requirements
    for Fund Access Persons,
    which can be accessed
    from the Code of Ethics
    Resource page on
    CrewNet.

    MCO Resource – Verify and disclose all Covered Accounts and holdings in Reportable Securities via MCO.

    23


     

    8.4 AdditionalTrading Prohibitions and Reporting Requirements for VAI Access Persons

    The requirements of this Section 8.4 are in addition to the requirements of Section 8.1 and apply to all transactions or holdings in which a VAI Access Person has, or will acquire, Beneficial Ownership of Securities. To see if you are designated as a VAI Access Person, reference the VAI Access Person Departments list on CrewNet. Note: this designation could apply to Crew Members or Contingent Workers.

    8.4(a) Am I required to preclear Security trades?

    No. You are not required to preclear transactions in Covered Securities for you and your Immediate Family members.

    Quick Guide: Refer
    to the Trading and
    Reporting Requirements
    for VAI Access Persons,
    which can be accessed
    from the Code of Ethics
    Resource page on
    CrewNet.

    8.4(b) Am I required to obtain preclearance before investing in a Private Placement?

    Yes. You cannot invest in securities offered to potential investors in a Private Placement or other limited investment offering without first obtaining preclearance from Compliance. You must provide documentation describing the investment (e.g., offering memorandum, subscription documents, etc.) so as to enable Compliance to conduct a thorough review of the investment. Approval may be granted after a review of the facts and circumstances, including whether:

    An investment in the securities is likely to result in future conflicts with Vanguard Client accounts.

    You are being offered the opportunity due to your employment at, or association with, Vanguard.

     

    If you receive approval to purchase Securities in a Private Placement, you must inform Compliance if that Security goes to public offer or is pending listing on an exchange.

    MCO Resource – To seek preclearance of a Private Placement complete the Outside Business Activities Form via MCO.

    8.4(c) Am I prohibited from engaging in any Securities transactions?

    Yes. You are subject to the following restrictions with respect to any transaction in which you will acquire any direct or indirect Beneficial Ownership:

    Initial Public Offerings and Secondary
    Offerings. You are prohibited from acquiring
    Securities in an Initial Public Offering or
    Secondary Offering.
    Short-Selling. You are prohibited from selling
    short any Security that you do not own or from
    otherwise engaging in Short-Selling activities.
    Short-TermTrading. You are prohibited from
    purchasing and then selling any Covered
    Security at a profit, as well as selling and then
    repurchasing a Covered Security at a lower
    price within 60 calendar days. A last-in-first-out
    accounting methodology will be applied to a
    series of Security purchases when applying
    this holding rule. If you realize profits on short-
    term trades, you will be required to relinquish
    the profits to The Vanguard Group Foundation
    (exclusive of commissions). In addition, the
    trade will be recorded as a violation of the
    Code.
    Short-term trading on options. You may hold
    options on a Covered Security until you exercise
    the options or the options expire. However, you
    may not otherwise close any open positions
    within 60 calendar days. If you realize profits
    on such short-term trades, you must relinquish
    such profits to The Vanguard Group Foundation
    (exclusive of commissions). For example:
    you would not be permitted to sell a Covered
    Security at $12 that you purchased within the
    prior 60 days for $10. Similarly, you would not
    be permitted to purchase a Covered Security at
    $10 that you had sold within the prior 60 days

     

    24


     

    for $12. Note: These types of transactions can have unintended consequences. For example, your call option could be assigned, causing the underlying Security to be called away within sixty (60) calendar days following the purchase of the Covered Security and will be recorded as a violation of the Code.

    8.4(d) What happens if I make a “short-term trade” in a Vanguard Fund?

    Compliance will monitor trading in Vanguard Funds, other than Vanguard ETFs, and will review situations where Vanguard Fund shares are redeemed within 30 calendar days of purchase (a “short-term trade”). You may be required to relinquish any profit made on a short-term trade and will be subject to disciplinary action if Compliance determines the short-term trade was detrimental to a Vanguard Fund or a Vanguard Client or that there is a history of frequent trading by the you or your Immediate Family Members. For purposes of this paragraph:

      A redemption includes a redemption by any
     

    means, including an exchange out of a Vanguard Fund.

      This policy does not cover purchases and
     

    redemptions/sales (i) into or out of Vanguard money market funds, Vanguard short-term bond funds, or (ii) through an Automatic Investment Program.

     

    Nothing in this section is intended to replace, nullify, or modify any requirements imposed by a Vanguard Fund.

    Note:This section applies to transactions in Vanguard Funds other than Vanguard ETFs (e.g., Vanguard mutual funds).

    8.4(e) Are there any additional reporting requirements that apply to me?

    In addition to the standard reporting requirements set forth in Section 8.1(c), you must also disclose the following:

    Covered Accounts where you exercise Investment Discretion.

    Accounts, 529 college savings plans and annuity or insurance products holding Vanguard Funds.

     

    The information must be updated in MCO no later than ten calendar days after you become a VAI Access Person or joining Vanguard.

    QuarterlyTransactions Report – Within 30 days of quarter end, you must certify that all transactions effected in Covered Securities during the quarter have been recorded accurately in MCO. If there are no transactions in Covered Securities the report should state “None.” You will not be required to certify if Compliance receives automated or duplicate confirmations and statements. Note: Compliance receives duplicate confirms and statements for all Vanguard accounts.

    Annual Holdings Report – Within 30 calendar days of receipt, you must certify that all Covered Accounts and Reportable Securities are recorded accurately in MCO.

    Quick Guide: Refer to
    the Trading and Reporting
    Requirements for VAI
    Access Persons, which
    can be accessed from the
    Code of Ethics Resource
    page on CrewNet.

    MCO Resource - Verify and disclose all Covered Accounts and holdings in Reportable Securities via MCO.

    25


     

    8.5 AdditionalTrading Prohibitions for Non-U.S. Crew Members

    The requirements of this Section 8.5 are in addition to the requirements of Section 8.1 as well as the requirements of Section 8.2, 8.3, or 8.4, as applicable.

    8.5 (a) What are the additional trading prohibitions?

    There are additional trading requirements and restrictions for Crew Members in Australia as well as for Crew Members and Contingent Workers in Japan.

    8.5(b) What are the Vanguard Fund reporting requirements in Australia?

    You and your Immediate Family Members will be required to disclose Vanguard Fund accounts in MCO but are not required to report transactions in Vanguard Funds to the local Compliance Department. For monitoring purposes, the local Compliance Department will access their records via the transfer agency system maintained at VIA, as required.

    Note:Trades in Vanguard ETFs are required to be reported, as these records are not held by VIA.

    8.5(c) What are the additional trading restrictions for Japan?

    Crew Members and Contingent Workers including their Immediate Family Members are prohibited from activities including, but not limited to engaging in margin transactions, Securities-related derivatives transactions, and specified OTC derivatives transactions on their own account.

    8.5(d) What additional information is required to be reported for accounts with third party Investment Discretion?

    If you or your Immediate Family Member have an arrangement in place with a third party to manage Securities on a discretionary basis, you must provide a copy of the Discretionary Agreement

    Approval request to Compliance in advance of effecting any transactions subject to the agreement.

    Web Resource – Request and complete a Discretionary Agreement Approval Request Form.

    26


     

    Certification

    Requirements

    On an annual
    basis, you must
    acknowledge that
    you understand the
    Code of Ethics and
    will comply with its
    provisions.


     

    Section 9. Certification Requirements

    9.1 What am I required to certify initially?

    Initial Certification – Within 10 calendar days after joining Vanguard, you must certify to Compliance that you have read, understand, and will comply with all applicable requirements of the Code and Code-related policies.

    9.2 What am I required to certify annually?

    Annual Certification – Within 30 calendar days of receipt, you must certify that you have read, understand, and have and will continue to comply with all applicable requirements of the Code and Code-related policies.

    Section 10. Penalties and Sanctions

    Any violations and potential violations of the Code will be investigated by Compliance or, if necessary, the Global Code of Ethics Committee. Once it has been determined that there was a violation, you will be subject to sanctions, as described below. Compliance will utilize a rolling 24-month period when evaluating whether to sanction a violation. The terms of the Disciplinary Action Policy will also apply.

    For violations involving a Contingent Worker, Compliance will consult with a local Human Resource contact (outside the U.S.) or Crew Relations Specialist (inside the U.S.) and the appropriate employer regarding disciplinary action.

    10.1 How are violations administered by Compliance?

    The sanctions program for non-material violations of the Code (e.g., late certification submissions, missed preclearance of a Covered Security, late in providing account confirms/statements, failure to observe the holding period requirements, etc.) and material violations will generally operate as follows:

    The process for addressing non-material and material violations will include the following:

    First non-material violation in a rolling 24-month period - Letter of Education.

    Compliance will send the applicable Crew Member, his or her direct manager, and Human Resources or Crew Relations a summary of the violation.

     

    Second non-material violation in a rolling 24-month period - Letter of Caution.

    Compliance will send a letter of caution to the Crew Member and his or her direct manager for both parties to sign and return to Compliance. Compliance will have the direct manager add a first written warning to Workday. Compliance also will notify the Chief Compliance Officer, the Crew Member’s direct officer, and Human Resources or Crew Relations.

    Third non-material violation in a rolling 24-month period - Letter of Violation.

    Compliance will report the violation to the Global Code of Ethics Committee, which will impose an appropriate sanction (e.g., final written warning) if warranted.

    Material violation. Compliance will report the material violation to the Global Code of Ethics Committee, which will impose an appropriate sanction (e.g., final written warning, termination, etc.) in its discretion.

     

    10.2 How is an appropriate sanction determined?

    In addition to the foregoing, Compliance may, as authorized by the Chief Compliance Officer and in consultation with the appropriate local Human Resource contact (outside the U.S.) or Crew Relations Specialist (inside the U.S.), impose sanctions for violations of the Code that are considered to be necessary and appropriate under the circumstances and in the best interests of Vanguard and Vanguard Clients.

    As mentioned above, certain violations will be reported to the Global Code of Ethics Committee, which will impose sanctions in its discretion. These

    28


     

    sanctions, subject to local laws, may include, but are not limited to, one or more of the following: personal trading suspension, profit disgorgement, negative adjustment to performance review and compensation, final written warning, termination of employment or referral to civil or criminal authorities, or any other sanction as may be determined by the Global Code of Ethics Committee in its discretion.

    10.3 How is the materiality of a violation determined?

    Compliance and/or the Committee will consider a variety of factors including, but not limited to, whether there was a violation of law, the frequency of violations, the monetary value of the violation in question, violations that impact a Vanguard Client, or violations that are egregious, malicious, or repetitive in nature.

    10.4 What are my obligations to report a violation?

    You are required to immediately report a violation of the Code to the local Compliance Department once you become aware of a violation.

    Section 11. Waivers

    The Chief Compliance Officer may grant exceptions to this Code, including preclearance, other trading restrictions, and certain reporting requirements on a case-by-case basis if it is determined that (1) the proposed conduct involves no opportunity for abuse, (2) the proposed conduct does not conflict with Vanguard’s interests, and (3) not granting an exception would result in an unfair or unjust outcome.

    The Chief Compliance Officer may waive the applicability of the Code for a Contingent Worker if the Code’s requirements are covered through the applicable service provider’s contract with Vanguard.

    29


     

    Appendices

    Appendix A.

    Definitions

    Appendix B.

    Independent Directors and Trustees


     

    Appendix A. Definitions

    The following definitions apply throughout the Code.

    Term Definition
     
    Access Person Any person designated as an Investment Person, Fund Access Person, or VAI Access Person.
    American Depository A receipt that represents a specific number of shares of a foreign-based corporation held by a
    Receipts (ADRs) U.S. bank and entitles the holder to all dividends and capital gains. Through ADRs, investors can
      gain exposure to securities of foreign-based companies while investing in the U.S. instead of in
      foreign markets.
    Associated Persons Any person who conducts securities business on behalf of the Vanguard Marketing Corporation
      (VMC). This includes all FINRA-licensed Contingent Workers, as well as non-licensed Contingent
      Workers who perform certain operational and administrative functions for VMC.
    Automatic Investment A program in which regular periodic purchases (or withdrawals) are made automatically in (or
    Program from) Investment accounts, according to a predetermined schedule and allocation. An Automatic
      Investment Program includes a dividend reinvestment plan.
    Bankers' Acceptance A time draft drawn on a commercial bank by a borrower usually in connection with an
      international commercial transaction. Bankers’ acceptances are usually guaranteed by the bank.
     
    Beneficial Ownership The opportunity to directly or indirectly—through any contract, arrangement, understanding,
      relationship, or otherwise—share at any time in any economic interest or profit derived from an
      ownership of or a transaction in a Security. You are deemed to have Beneficial Ownership in the
      following:
     
      Any Security owned individually by you.
      Any Security owned by an Immediate Family Member.
      Any Security owned in joint tenancy, as tenants in common, or in other joint ownership
        arrangements.
      Any Security in which an Immediate Family Member has Beneficial Ownership if the Security
        is held in a Covered Account over which you have decision making authority (for example,
        you act as a trustee, executor, or guardian or you provide Investment advice).
      Your interest as a general partner or manager/member in Securities held by a general or
        limited partnership or limited liability company.
      Your interest as a member of an investment club or an organization that is formed for the
        purpose of investing in a pool of monies or Securities.
      Your ownership of Securities as a trustee of a trust in which either you or an Immediate
        Family Member has a vested interest in the principal or income of the trust or your
        ownership of a vested interest in a trust.
      Securities owned by a corporation which is directly or indirectly controlled by, or under
        common control with, such person.
     
    Bond A debt obligation issued by a corporation, government, or government agency that entails
      repayment of the principal amount of the obligation at a future date, usually with interest.
     
    Bribery The act of making an illegal payment from one party to another, usually in return for a legal or
      financial favor.
     
    Brokerage Account Any account where you can transact in Securities, including Automatic Investment Programs,
      employee stock purchase programs, and employee stock option programs.
     
    Certificate of Deposit An insured, interest-bearing deposit at a bank that requires the depositor to keep the money
    (CD) invested for a specified period.
     
    Closed-End Fund A fund that offers a fixed number of shares. The fixed number of shares outstanding are offered
      during an initial subscription period, similar to an initial public offering. After the subscription
      period is closed, the shares are traded on an exchange between investors, like a stock.
    Commercial Paper A promissory note issued by a company in need of short-term financing.

     

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    Contingent Workers

    A Contingent Worker is a broad term that refers to any person providing services to Vanguard who Vanguard has not designated as a Crew Member.

    Contingent Workers generally include individuals performing services for or on behalf of Vanguard through staffing firms, consulting firms, service providers, and as independent contractors, other than those who work for an independent organization with expertise in a specific function that is peripheral to Vanguard’s core business (e.g., security, landscaping, and food services).

    Note: Compliance may waive the applicability of the Code for a Contingent Worker if Compliance deems the Code’s requirements are covered through their service provider’s contract with Vanguard.

    Contract for Difference (CFD)

    A contract between two parties, typically described as buyer and seller, stipulating that the seller will pay the difference between the current value of an asset and its value at contract time. (If the difference is negative, then the buyer pays instead of the seller.)

    Corporate Action

    A corporate action is any activity by an issuer that can change its shareholders’ ownership. Examples include mergers, stock splits, dividends, Rights issues, etc.

     

    Covered Account

    A Vanguard Fund account, a Brokerage Account, and any other type of account that holds, or is capable of holding, Reportable Securities.

     

    Covered Security

    Any Security, other than (i) Direct Obligations of a Government; (ii) Bankers' Acceptances, Certificates of Deposit (CD), Commercial Paper, and High-Quality Short-Term Debt Instruments, including Repurchase Agreements; (iii) shares issued by Open-End Funds (although for European subsidiaries, this is limited to UCITS schemes, a non-UCITS retail scheme, or another fund subject to supervision under the law of an European Economic Area (EEA) state which is an index fund or which requires an equivalent level of risk spreading in their assets); (iv) life policies; (v) exchange-traded funds and exchange-traded notes, and (vi) Digital Security Tokens.

    Crew Member

    Crowdfunding

    All employees, officers, directors, and trustees of Vanguard or a Vanguard Fund.

    The use of small amounts of capital from a large number of individuals to finance a new business venture. This is an evolving method of raising capital, typically done through the Internet.

     

    Crypto Mining

    The act of running or facilitating any computational process for purposes of receiving compensation in the form of a Digital Currency, Digital Utility Token, or Digital Security Token. Crypto Mining may be done either directly or indirectly. Indirect Crypto Mining involves any investment or participation in a venture that engages in direct Crypto Mining.

    Debenture

    Direct Obligations of a Government

    Digital Currency

    An unsecured debt obligation backed only by the general credit of the borrower.

    A debt that is backed by the full taxing power of any government. These Securities are generally considered to be of the very highest quality.

    A digital asset that: (1) serves solely as a store of value, a medium of exchange, or a unit of account; (2) is not issued or guaranteed by any jurisdiction, central bank, or public authority,; (3) relies on algorithmic techniques to regulate the generation of new units of the digital asset; and (4) has transactions involving the digital asset recorded on a decentralized network or distributed ledger (e.g., blockchain). A Digital Currency is distinguishable from a Digital Security Token or a Digital Utility Token.

    Digital UtilityToken

    A digital asset that (1) provides access to a particular network, product, or service; (2) derives its value primarily from providing access to a particular network, product, or service; and (3) does not function as a Digital Currency or Digital Security Token.

    Digital SecurityToken

    Any digital asset that is not a Digital Currency or Digital Utility Token. In general, a Digital Security Token may: (1) derive its value primarily from, or represent an interest in a separate asset or pool of assets; or (2) represent an interest an enterprise or venture. A Digital Security Token may provide owners or holders with voting rights, rights to distributions, or other rights associated with ownership. Digital Security Tokens are generally held for speculative investment purposes and not to provide holders with access to a particular network, product, or service. Digital Security Tokens, like other investments, are generally not used as a medium of exchange.

    Note: Whether or not an asset is a Digital Security Token depends on specific facts and circumstances. Merely referring to an asset as a Digital Currency or Digital Utility Token does not prevent the asset from being a Digital Security Token. Furthermore, an asset may be a Digital Security Token even if it has some purported utility. Please contact Compliance if you have any questions regarding whether an asset is a Digital Security Token

     

    32


     

    Evidence of Indebtedness

    Exchange-Traded Fund (ETF)

    Written agreements for enforceable obligations to pay money.

    An investment with characteristics of both mutual funds and individual stocks. Many ETFs track an index, a commodity, or a basket of assets. Unlike mutual funds, ETFs can be traded throughout the day. ETFs often have lower expense ratios but must be purchased and sold through a broker, which means you may incur commissions.

    Exchange-Traded Note (ETN)

    A senior, unsecured, unsubordinated debt Security issued by a financial institution, whose returns are based on the performance of an underlying index and backed only by the credit of the issuer. ETNs have a maturity date, but typically pay no periodic coupon interest and offer no principal protection. At maturity an ETN investor receives a cash payment linked to the performance of the corresponding index, less fees.

    Fund Access Person

    Any officer (other than officers designated as an Investment Person), director, or trustee of Vanguard or a Vanguard Fund, excluding Independent Directors and Trustees; or anyone who has access to nonpublic information regarding a Vanguard Fund’s impending purchases or sales of Securities, or nonpublic information regarding the portfolio holdings of any Vanguard Fund.  For anyone not an officer, Compliance designates Fund Access Persons individually or by department number. For a list of Fund Access Person departments, please see the Fund Access Person Departments list on CrewNet.

    Futures/Futures Contract

    A contract to buy or sell specific amounts of a commodity or financial instrument (such as grain, a currency, including foreign currencies and Digital Currencies (e.g., Bitcoin), or an index) for an agreed-upon price at a certain time in the future. Sometimes the arrangements in a contract prescribe that settlements are made through cash payments, rather than the delivery of physical goods or Securities; this is called Contract for Difference.

    High-Quality Short-Term Debt Instrument

    An instrument that has a maturity at issuance of less than 366 days and is rated in one of the two highest ratings categories by a nationally recognized statistical rating organization, or an instrument that is unrated but determined by Vanguard to be of comparable quality.

    Immediate Family Members

    Initial Coin Offering (ICO)

    Your spouse, domestic partner (an unrelated adult with whom you share your home and contribute to each other's support), and minor children

    An initial offer or sale of a Digital Security Token.

    Note: Whether or not an offering is an ICO depends on specific facts and circumstances. Please contact Compliance before participating in an initial offering of a Digital Currency or Digital Utility Token.

    Initial Public Offering (IPO)

    Independent Directors andTrustees

    Investment

    A corporation’s first offering of common stock to the public.

    Any director or trustee who is not an "interested person" of a Vanguard Fund within the meaning of Section 2(a)(19) of the Investment Company Act of 1940.

    A monetary asset purchased with the idea that the asset will provide income in the future or appreciate and be sold at a higher price.

     

    Investment Contract

    Any contract, transaction, or scheme whereby a person invests money in a common enterprise and is led to expect profits solely from the efforts of the promoter or third party.

     

    Investment Discretion

    The authority an individual may exercise, with respect to investment control or trading discretion, on another person's account (e.g., executor, trustee, power of attorney).

     

    Investment Person

    Anyone who, in connection with his or her regular functions or duties, makes or participates in making any recommendations regarding the purchase or sale of Securities by a Vanguard Fund; and anyone designated by Compliance including, but not limited to, those who obtain nonpublic information concerning recommendations made to a Vanguard Fund. Compliance will designate Investment Persons individually or by department number. For a list of Investment Persons departments, please see the Investment Persons Departments list on CrewNet.

    Managed Account

    A Managed Account is an investment account that is owned by an investor and overseen by a hired professional money manager. The investor has no trading discretion on the account.

     

    Managed Services Workers

    A Contingent Worker who provides services to Vanguard and who is employed by an independent organization with expertise in a specific function that is peripheral to Vanguard’s core business (e.g., security, landscaping, and food services).

     

    33


     

    Money Market Fund

    A type of mutual fund that invests in short-term debt securities with the purpose of providing liquidity and interest at a low risk to shareholders. Money market funds generally seek to maintain a stable net asset value of $1.00 per share.

     
     

    MyComplianceOffice (MCO)

    Non-Access Person

    MyComplianceOffice (MCO) is a third-party web based application that allows Crew and Contingent Workers to report and update certain information, as required by the Code.

    Anyone who has not been designated as either an Investment Person, a Fund Access Person, or a Vanguard Advisers, Inc. Access Person.

     

    Note

    A financial security that generally has a longer term than a bill, but a shorter term than a Bond. However, the duration of a note can vary significantly and may not always fall neatly into this categorization. Notes are similar to Bonds in that they are sold at, above, or below face (par) value; make regular interest payments; and have a specified term until maturity.

    Open-End Fund

    Option

    A mutual fund that has an unlimited number of shares available for purchase.

    The right, but not the obligation, to buy (for a call option) or sell (for a put option) a specific amount of a given stock, commodity, currency, including foreign currencies and Digital Currencies (e.g., Bitcoin), index, or debt, at a specified price (the strike price) during a specified period or on one particular date.

    Private Placement

    A Security that is not registered or required to be registered under the U.S. federal securities laws. Private Placements are generally sold to a relatively small number of select investors (as opposed to a public issue, in which Securities are made available for sale on the open market) in order to raise capital. Private Placements may include, among others, interests in hedge funds (including limited partnership interests) and shares of private companies. Investors in Private Placements are usually banks, mutual funds, insurance companies, pension funds, edge funds, and high net worth individuals. Private Placements are typically held or maintained outside of Vanguard.

    Private Securities Transaction

    Real Estate Investment Trust (REIT)

    The acquisition, purchase, sale, or disposition of a Private Placement.

    A publicly traded company that invests in real estate and distributes almost all of its taxable income to shareholders. REITs often specialize in a particular kind of property. They can, for example, invest in real estate such as office buildings, shopping centers, or hotels; purchase real estate (an equity REIT); and provide loans to building developers (a mortgage REIT). REITs offer the opportunity for smaller investors to invest in real estate.

    Related Security

    Any Security or instrument that provides economic exposure to the same company or entity— provided, however, that equity instruments will generally not be considered related to fixed income instruments (other than convertible Bonds) and vice versa. For example, all of the following instruments would be related to the common Stock of Company X: Options, Futures, Rights, and Warrants on Company X common Stock; preferred Stock issued by Company X; and Bonds convertible into Company X common Stock. Similarly, different Bonds issued by Company X would be related to one another.

    Reportable Securities

    Repurchase Agreement

    Any Covered Security (as defined above), ETFs, ETNs, and Digital Security Tokens.

    An arrangement by which the seller of an asset agrees, at the time of the sale, to buy back the asset at a specific price and, typically, on a given date (normally the next day).

     

    Rights

    A Security giving stockholders entitlement to purchase new shares issued by the corporation issuer at a predetermined price (normally at a discount to the current market price) in proportion to the number of shares already owned. Rights are issued only for a short period of time, after which they expire.

    Security

    Any Stock, Bond, money market instrument, Note, evidence of indebtedness, Debenture, Warrant, Option, Right, Investment Contract, ETF, ETN, or any other Investment or interest commonly known as a Security.

    Secondary Offering

    The sale of new or closely held shares by a company that has already made an Initial Public Offering.

     

    34


     

    Short-Selling

    The sale of a Security that the investor does not own to take advantage of an anticipated decline in the price of the Security. To sell short, the investor must borrow the Security from a broker to make delivery to the buyer.

    Spread-Betting

    A way of trading that enables you to profit from movements in a wide range of markets from Shares to currencies, including foreign currencies and Digital Currencies (e.g., Bitcoin), commodities, and interest rates. Spread betting allows you to trade on whether the price quoted for these financial instruments will go up or down.

    Stock

    A Security that represents part ownership, or equity, in a corporation. Each share of stock is a proportional stake in the corporation's assets and profits, some of which could be paid out as dividends.

    Undertakings ForThe Collective Investment Of Transferable Securities (UCITS)

    Unit InvestmentTrust (UIT)

    A regulatory framework of the European Commission that creates a harmonized regime throughout Europe for the management and sale of mutual funds. UCITS funds can be registered in Europe and sold to investors worldwide using unified regulatory and investor protection requirements.

    An SEC-registered Investment company that purchases a fixed, unmanaged portfolio of income-producing Securities and then sells shares in the trust to investors, usually in units of at least $1,000.

    Vanguard

    Vanguard Advisers, Inc. (VAI) Access Person

    The Vanguard Group, Inc. (VGI) and any Vanguard Affiliate.

    Any VAI officer, as well as anyone who is involved in making Securities recommendations to VAI clients, or has significant levels of interaction or dealings with VAI clients for the purposes of providing VAI services to clients. Compliance will designate VAI Access Persons individually or by department number. For a list of VAI Access Person departments, please see the VAI Access Person Departments list on CrewNet.

    Vanguard Affiliates

    Vanguard Clients

    Any direct or indirect subsidiary of VGI.

    The clients of VGI, or any of the International Subsidiaries, and investors in the Vanguard Funds, including the Vanguard Funds themselves.

     

    Vanguard ETFs

    Exchange-traded funds (ETFs) sponsored or managed by Vanguard. Vanguard ETFs issue shares that can be bought or sold throughout the day in the secondary market at a market-determined price. A Vanguard ETF may operate as a share class of a Vanguard Fund or as a standalone investment pool.

    Vanguard Funds

    Vanguard mutual funds, Vanguard ETFs, and any other accounts sponsored or managed by Vanguard. This includes, but is not limited to, separately managed accounts and collective trusts.

     

    Vanguard Officers

    Warrant

    Those Vanguard Crew Members at a Principal level position or higher.

    An entitlement to purchase a certain amount of common Stock at a set price (usually higher than the current price) during an extended period of time. Usually issued with a fixed-income security to enhance its marketability, a Warrant can be transferred, traded, or exercised by the holder.

     

    35


     

    Appendix B. Independent Directors and Trustees

    Independent Directors and Trustees are required to report Securities transactions to Compliance only when a transaction is completed within 15 days of a security being purchased or sold by a Vanguard Fund and the Independent Director/Trustee had knowledge (or should have had knowledge) of the transaction.

    Additionally, the following Sections of the Code are applicable to Independent Directors and Trustees:

    Sections

    Section 2 Section 5 Section 6 Section 7 Section 8

    Standards of Conduct (excludes the reporting requirements for conflicts of interest) Anti-Bribery Policy Antitrust and Competition Policy Duty of Confidentiality Personal Trading Activities 8.1(a) (excludes bullet 6)

     

    36


     

    Do the right thing


     


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