AMENDED AND RESTATED
BY-LAWS
OF
VANGUARD FENWAY FUNDS
These By-Laws of Vanguard Fenway Funds, a Delaware statutory trust, are subject to the Amended and Restated Declaration of Trust of the Trust dated as of November 19, 2008, as from time to time amended, supplemented or restated (the "Declaration of Trust"). In the event of any conflict between the provisions of these By- Laws and the provisions of the Declaration of Trust, the provisions of the Declaration of Trust will control. Capitalized terms used herein which are defined in the Declaration of Trust are used as therein defined.
ARTICLE I
Fiscal Year and Offices
Section 1. Fiscal Year. Unless otherwise provided by resolution of the Board of Trustees, the fiscal year of the Trust shall begin on the 1st day of October and end on the last day of September.
Section 2. Delaware Office. The Board of Trustees shall establish a registered office in the State of Delaware and shall appoint as the Trust's registered agent for service of process in the State of Delaware an individual resident of the State of Delaware or a Delaware corporation or a foreign corporation authorized to transact business in the State of Delaware; in each case the business office of such registered agent for service of process shall be identical with the registered Delaware office of the Trust.
Section 3. Principal Office. The principal office of the Trust shall be located at 100 Vanguard Boulevard, Malvern, Pennsylvania 19355, or such other location s the Trustees may from time to time determine.
Section 4. Other Offices. The Board of Trustees may at any time establish branch or subordinate offices at any place or places where the Trust intends to do business.
ARTICLE II
Meetings of Shareholders
Section 1. Place of Meeting. Meetings of the Shareholders for the election of Trustees or for any other purpose shall be held in such place (including that
the meeting will be held by remote communication, as applicable) as shall be fixed by resolution of the Board of Trustees and stated in the notice of the meeting.
Section 2. Annual Meetings. An annual meeting of Shareholders will not be held unless the 1940 Act requires the election of Trustees to be acted upon.
Section 3. Special Meetings. Special meetings of the Shareholders may be called at any time by the chairman, or president, or by the Board of Trustees, and shall be called by the secretary upon written request of the holders of Shares entitled to cast not less than twenty percent of all the votes entitled to be cast at such meeting provided that
(a)such request shall state the purposes of such meeting and the matters proposed to be acted on, (b) the Shareholders requesting such meeting shall have paid to the Trust the reasonable estimated cost of preparing and mailing the notice thereof, which the secretary shall determine and specify to such Shareholders, and (c) the Shareholders requesting such meeting must provide ninety (90) days advance notice of business to be brought to a vote at a shareholder meeting and for nomination of directors, unless such notice runs counter to the proxy rules under the Securities Exchange Act of 1934. No special meeting need be called upon the request of Shareholders entitled to cast less than a majority of all votes entitled to be cast at such meeting to consider any matter which is substantially the same as a matter voted on at any meeting of the Shareholders held during the preceding twelve months. The foregoing provisions of this Section 3 notwithstanding a special meeting of Shareholders shall be called upon the request of the holders of at least ten percent of the votes entitled to be cast for the purpose of consideration removal of a Trustee from office as provided in section 16(c) of the 1940 Act.
Section 4. Notice. Not less than ten, nor more than one hundred (100) days before the date of every annual or special meeting, the secretary shall cause to be delivered to each Shareholder entitled to vote at such meeting a written notice in accordance with Article IV, Section 1 of these By-Laws stating the time and place of the meeting (including that the meeting will be held by remote communication, as applicable) and, in the case of a special meeting of Shareholders, shall state the purposes of the meeting and the matters to be acted on and the purposes of such special meeting and matters to be acted on shall be limited to those stated in such written notice. Notice of adjournment of a Shareholders meeting to another time or place (including that the meeting will be held by remote communication, as applicable) need not be given, if such time and place are announced at the meeting. No notice need be given to any Shareholder who shall have failed to inform the Trust of his or her current address or if a written waiver of notice, executed before or after the meeting by the Shareholder or his or her attorney thereunto authorized, is filed with the records of the meeting.
Section 5. Record Date for Meetings. The Board of Trustees may fix in advance a date not more than one hundred (100), nor less than ten, days prior to the date of any annual or special meeting of the Shareholders as a record date for the determination of the Shareholders entitled to receive notice of, and to vote at any meeting and any adjournment thereof; and in such case such Shareholders and only such
Shareholders as shall be Shareholders of record on the date so fixed shall be entitled to receive notice of and to vote at such meeting and any adjournment thereof as the case may be, notwithstanding any transfer of any stock on the books of the Trust after any such record date fixed as aforesaid.
Section 6. Quorum. Except as otherwise provided by the 1940 Act or in the Trust's Declaration of Trust, at any meeting of Shareholders, the presence in person or by proxy of the holders of record of Shares issued and outstanding and entitled to vote representing more than thirty-three and one-third percent (33 1/3%) of the total combined net asset value of all Shares issued and outstanding and entitled to vote shall constitute a quorum for the transaction of any business at the meeting.
If, however, a quorum shall not be present or represented at any meeting of the Shareholders, either the chairman of the meeting (without a Shareholder vote) or the holders of a majority of the votes present or in person or by proxy shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The Shareholders of record entitled to vote at a Shareholders' meeting that has been postponed or reconvened after one or more adjournments shall be deemed to be the Shareholders on the original record date, unless the Trustees have fixed a new record date.
Section 7. Voting. Each Shareholder shall have one vote for each dollar (and a fractional vote for each fractional dollar) of the net asset value of each share (including fractional Shares) held by such Shareholder on the record date set pursuant to Section 5 on each matter submitted to a vote at a meeting of Shareholders. For purposes of this section and Section 6 of this Article II, net asset value shall be determined pursuant to Section 3, Article VIII of these By-Laws as of the record date for such meeting set pursuant to Section 5. There shall be no cumulative voting in the election of Trustees. At any meeting of Shareholders, any Shareholder entitled to vote thereat may vote either in person or by written proxy signed by the Shareholder, provided that no proxy shall be voted at any meeting unless it shall have been placed on file with the secretary, or with such other officer or agent of the Trust as the secretary may direct, for verification prior to the time at which such vote shall be taken; provided, however, that notwithstanding any other provision of this Section 7 to the contrary, the Trustees or any officer of the Trust with responsibility for such matters may at any time adopt one or more electronic, telecommunication, telephonic, computerized or other alternatives to execution of a written instrument that will enable Shareholders entitled to vote at any meeting to appoint a proxy to vote such Shareholders' Shares at such meeting; provided, further, that, until the Trustees or such officer adopt such electronic, telecommunication, telephonic, computerized or other alternatives, no Shareholder may act to appoint a proxy to vote such holder's Shares at a meeting by any such alternatives and if the Trustees or such officer do adopt such electronic, telecommunication, telephonic, computerized or other alternatives, then Shareholders may only act in the manner prescribed by the
Trustees. Proxies may be solicited in the name of one or more Trustees or one or more of the officers of the Trust. Only Shareholders of record shall be entitled to vote. When any share is held jointly by several persons, any one of them may vote at any meeting in person or by proxy in respect of such share, but if more than one of them shall be present at such meeting in person or by proxy, and such joint owners or their proxies so present disagree as to any vote to be cast, such vote shall not be received in respect of such share. Unless otherwise specifically limited by their terms, proxies shall entitle the holder thereof to vote at any adjournment of a meeting. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger. If the holder of any such share is a minor or a person of unsound mind, and subject to guardianship or the legal control of any other person as regards the charge or management of such share, he or she may vote by his or her guardian or such other person appointed or having such control, and such vote may be given in person or by proxy. Except as otherwise provided herein or in the Declaration of Trust or the Delaware Act, all matters relating to the giving, voting or validity of proxies shall be governed by the General Corporation Law of the State of Delaware relating to proxies, and judicial interpretations thereunder, as if the Trust were a Delaware corporation and the Shareholders were Shareholders of a Delaware corporation.
At all meetings of the Shareholders, a quorum being present, the Trustees shall be elected by the vote of a plurality of the votes cast by Shareholders present in person or by proxy and all other matters shall be decided by majority of the votes cast by Shareholders present in person or by proxy, unless the question is one for which by express provision of the 1940 Act or the Declaration of Trust, a different vote is required, in which case such express provision shall control the decision of such question. There shall be no cumulative voting for Trustees. At all meetings of Shareholders, unless the voting is conducted by inspectors, all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the Chairman of the meeting.
Section 8. Inspectors. At any election of Trustees, the Board of Trustees prior thereto may, or, if they have not so acted, the chairman of the meeting may appoint one or more inspectors of election who shall first subscribe an oath of affirmation to execute faithfully the duties of inspectors at such election with strict impartiality and according to the best of their ability, and shall after the election make a certificate of the result of the vote taken.
Section 9. Stock Ledger and List of Shareholders. It shall be the duty of the secretary or assistant secretary of the Trust to cause an original or duplicate share ledger to be maintained at the office of the Trust's transfer agent. Such share ledger may be in written form or any other form capable of being converted into written form within a reasonable time for visual inspection.
Section 10. Action Without Meeting. Any action to be taken by Shareholders may be taken without a meeting if (a) all Shareholders entitled to vote on
the matter consent to the action in writing, (b) all Shareholders entitled to notice of the meeting but not entitled to vote at it sign a written waiver of any right to dissent, and (c) the written consents are filed with the records of the meeting of Shareholders. Such consent shall be treated for all purposes as a vote at a meeting.
Section 11. Meetings by Remote Communication. The Board of Trustees may, in their sole discretion, determine that any meeting of Shareholders (whether annual or special) may be held solely by means of remote communication. If authorized by the Board of Trustees, in their sole discretion, and subject to such guidelines and procedures as the Board of Trustees may adopt, Shareholders and proxyholders not physically present at a meeting of Shareholders may, by means of remote communication: (a) participate in a meeting of Shareholders; and (b) be deemed present in person and vote at a meeting of Shareholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that: (i) the Trust shall implement such measures as the Board of Trustees deem to be reasonable
(A)to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a Shareholder or proxyholder; and (B) to provide such Shareholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the Shareholders; and (ii) if any Shareholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Trust. The Board of Trustees may, in their sole discretion, notify Shareholders of any postponement, adjournment or a change of the place of a meeting of Shareholders (including a change to hold the meeting solely by means of remote communication) by a document publicly filed by the Trust with the Securities and Exchange Commission without the requirement of any further notice hereunder.
ARTICLE III
Trustees
Section 1. Place of Meeting. Meetings of the Board of Trustees, regular or special, may be held at any place as the Board may from time to time determine.
Section 2. Quorum. At all meetings of the Board of Trustees, one-third of the Trustees then in office shall constitute a quorum for the transaction of business provided that in no case may a quorum be fewer than two persons (unless there is only one Trustee then in office, in which case such Trustee shall constitute a quorum). The action of a majority of the Trustees present at any meeting at which a quorum is present shall be the action of the Board of Trustees unless the concurrence of a greater proportion is required for such action by the 1940 Act or the Declaration of Trust. If a quorum shall not be present at any meeting of Trustees, the Trustees present thereat may by a majority vote adjourn the meeting from time to time without notice other than announcement at the meeting, until a quorum shall be present.
Section 3. Regular Meetings. Regular meetings of the Board of Trustees may be held without additional notice at such time and place as shall from time to time be determined by the Board of Trustees provided that notice of any change in the time or place of such meetings shall be sent promptly to each Trustee not present at the meeting at which such change was made in the manner provided for notice of special meetings.
Section 4. Special Meetings. Special meetings of the Board of Trustees may be called by the chairman or president on one day's notice to each Trustee; special meetings shall be called by the chairman or president or secretary in like manner and on like notice on the written request of two Trustees.
Section 5. Telephone Meeting. Members of the Board of Trustees or a committee of the Board of Trustees may participate in a meeting by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time.
Section 6. Informal Actions. Any action required or permitted to be taken at any meeting of the Board of Trustees or of any committee thereof may be taken without a meeting, if a written consent to such action is signed by a majority of the Trustees then in office or by a majority of the members of such committee, as the case may be (unless, in either case, the question is one for which by express provision of the 1940 Act or the Declaration of Trust, a different vote is required, in which case such express provision shall control the decision of such question). Any such written consent shall be filed with the minutes of proceedings of the Board or committee, as applicable.
Section 7. Committees. The Board of Trustees may appoint from among its members an Executive Committee and other committees composed of two or more Trustees, and may delegate to such committees any or all of the powers of the Board of Trustees in the management of the business and affairs of the Trust.
Section 8. Action of Committees. In the absence of an appropriate resolution of the Board of Trustees, each committee may adopt such rules and regulations governing its proceedings, quorum and manner of acting as it shall deem proper and desirable, provided that the quorum shall not be fewer than two Trustees. The committees shall keep minutes of their proceedings and shall report the same to the Board of Trustees at the meeting next succeeding, and any action by the committee shall be subject to revision and alteration by the Board of Trustees, provided that no rights of third persons shall be affected by any such revision or alteration. In the absence of any member of such committee, the members thereof present at any meeting, whether or not they constitute a quorum, may appoint a member of the Board of Trustees to act in the place of such absent member.
Section 9. Election of Chairman. The Board of Trustees shall choose a Chairman. The Chairman of the Board of Trustees shall hold his post for such term and shall perform and execute such duties and administrative powers as the Board of Trustees shall prescribe from time to time.
Section 10. Other Executive Posts. The Board of Trustees from time to time may appoint such other Executive Posts as it shall deem advisable, who shall hold their posts for such terms and shall perform and execute such executive duties and administrative powers as the Board of Trustees shall from time to time prescribe.
ARTICLE IV
Notices
Section 1. Form. Subject to the 1940 Act, notices and all other communications to Shareholders shall be in writing and delivered personally, or sent by electronic transmission to an electronic mail address provided by the Shareholder or mailed to the Shareholders at their addresses appearing on the books of the Trust or given as otherwise provided herein. Notices to Trustees shall be oral or by telephone or in writing delivered personally or mailed to the Trustees at their addresses appearing on the books of the Trust or by electronic transmission to an electronic mail address provided by the Trustee. Notice by mail shall be deemed to be given at the time when the same shall be mailed, notice by electronic transmission shall be deemed given at the time when sent, and notice by a document publicly filed by with the Securities and Exchange Commission shall be deemed given at the time the Trust files such document. Subject to the provisions of the 1940 Act, notice to Trustees need not state the purpose of a regular or special meeting.
Section 2. Waiver. Whenever any notice of the time, place or purpose of any meeting of Shareholders, Trustees or a committee is required to be given under the provisions of the Declaration of Trust or these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to such notice and filed with the records of the meeting, whether before or after the holding thereof, or actual attendance at the meeting of Shareholders in person or by proxy, or at the meeting of Trustees or a committee in person, shall be deemed equivalent to the giving of such notice to such persons.
ARTICLE V
Officers
Section 1. Executive Officers. The officers of the Trust shall be chosen by the Board of Trustees and shall include a president, a secretary and a treasurer. The Board of Trustees may, from time to time, elect or appoint a controller, one or more vice presidents, assistant secretaries, assistant treasurers, and assistant controllers. The same person may hold two or more offices, except that no person shall be both president and vice president and no officer shall execute, acknowledge or verify any instrument in more than one capacity, if such instrument is required by law, the Declaration of Trust or these By-Laws to be executed, acknowledged or verified by two or more officers.
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Section 2. Election. The Board of Trustees shall choose a president, a secretary and a treasurer.
Section 3. Other Officers. The Board of Trustees from time to time may appoint such other officers and agents as it shall deem advisable, who shall hold their offices for such terms and shall exercise powers and perform such duties as shall be determined from time to time by the Board of Trustees. The Board of Trustees from time to time may delegate to one or more officers or agents the power to appoint any such subordinate officers or agents and to prescribe their respective rights, terms of office, authorities and duties.
Section 4. Compensation. The salaries or other compensation of all officers and agents of the Trust shall be fixed by the Board of Trustees, except that the Board of Trustees may delegate to any person or group of persons the power to fix the salary or other compensation of any subordinate officers or agents appointed pursuant to Section 3 of this Article V.
Section 5. Tenure. The officers of the Trust shall serve at the pleasure of the Board of Trustees. Any officer or agent may be removed by the affirmative vote of the Board of Trustees with or without cause whenever, in its judgment, the best interests of the Trust will be served thereby. In addition, any officer or agent appointed pursuant to Section 3 may be removed, either with or without cause, by any officer upon whom such power of removal shall have been conferred by the Board of Trustees. Any vacancy occurring in any office of the Trust by death, resignation, removal or otherwise shall be filled by the Board of Trustees, unless pursuant to Section 3 the power of appointment has been conferred by the Board of Trustees on any other officer.
Section 6. President and Chief Executive Officer. The president shall be the chief executive officer of the Trust, unless the Board of Trustees designates the chairman as chief executive officer. The chief executive officer shall see that all orders and resolutions of the Board of Trustees are carried into effect. The chief executive officer shall also be the chief administrative officer of the Trust and shall perform such other duties and have such other powers as the Board of Trustees may from time to time prescribe.
Section 7. Vice President. The vice presidents, in order of their seniority, shall, in the absence or disability of the chief executive officer, perform the duties and exercise the powers of the chief executive officer and shall perform such other duties as the Board of Trustees or the chief executive officer may from time to time prescribe.
Section 8. Secretary. The secretary shall attend all meetings of the Board of Trustees and all meetings of the Shareholders and record all the proceedings thereof and shall perform like duties for any committee when required. He shall give, or cause to be given, notice of meetings of the Shareholders and of the Board of Trustees, shall have charge of the records of the Trust, including the stock books, and shall perform
such other duties as may be prescribed by the Board of Trustees or chief executive officer, under whose supervision he shall be. He shall keep in safe custody the seal of the Trust and, when authorized by the Board of Trustees, shall affix and attest the same to any instrument requiring it. The Board of Trustees may give general authority to any other officer to affix the seal of the Trust and to attest the affixing by his signature.
Section 9. Assistant Secretaries. The assistant secretaries in order of their seniority, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties as the Board of Trustees or the chief executive officer shall prescribe.
Section 10. Treasurer. The treasurer, unless another officer has been so designated, shall be the chief financial officer of the Trust. He shall have general charge of the finances and books of account of the Trust. Except as otherwise provided by the Board of Trustees, he shall have general supervision of the funds and property of the Trust and of the performance by the custodian of its duties with respect thereto. He shall render to the Board of Trustees, whenever directed by the Board of Trustees, an account of the financial condition of the Trust and of all his transactions as treasurer. He shall cause to be prepared annually a full and correct statement of the affairs of the Trust, including a balance sheet and a statement of operations for the preceding fiscal year. He shall perform all of the acts incidental to the office of treasurer, subject to the control of the Board of Trustees or the chief executive officer.
Section 11. Assistant Treasurer. The assistant treasurer shall in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties as the Board of Trustees or the chief executive officer may from time to time prescribe.
ARTICLE VI
Indemnification and Insurance
Section 1. Agents, Proceedings and Expenses. For the purpose of this Article, "agent" means any person who is or was a Trustee or officer of this Trust and any person who, while a Trustee or officer of this Trust, is or was serving at the request of this Trust as a Trustee, director, officer, partner, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise; "Trust" includes any domestic or foreign predecessor entity of this Trust in a merger, consolidation, or other transaction in which the predecessor's existence ceased upon consummation of the transaction; "proceeding" means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative; and "expenses" includes without limitation attorney's fees and any expenses of establishing a right to indemnification under this Article.
Section 2. Actions Other Than by Trust. This Trust shall indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of this Trust) by reason of the fact that such person is or was an agent of this Trust, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding, if it is determined that person acted in good faith and reasonably believed: (a) in the case of conduct in his official capacity as an agent of the Trust, that his conduct was in the Trust's best interests and (b) in all other cases, that his conduct was at least not opposed to the Trust's best interests and (c) in the case of a criminal proceeding, that he had no reasonable cause to believe the conduct of that person was unlawful. The termination of any proceeding by judgment, order or settlement shall not of itself create a presumption that the person did not meet the requisite standard of conduct set forth in this Section. The termination of any proceeding by conviction, or a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, creates a rebuttable presumption that the person did not meet the requisite standard of conduct set forth in this Section.
Section 3. Actions by the Trust. This Trust shall indemnify any person who was or is a party or is threatened to be made a party to any proceeding by or in the right of this Trust to procure a judgment in its favor by reason of the fact that that person is or was an agent of this Trust, against expenses actually and reasonably incurred by that person in connection with the defense or settlement of that action if that person acted in good faith, in a manner that person believed to be in the best interests of this Trust and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.
Section 4. Exclusion of Indemnification. Notwithstanding any provision to the contrary contained herein, there shall be no right to indemnification for any liability arising by reason of willful misfeasance, bad faith, gross negligence, or the reckless disregard of the duties involved in the conduct of the agent's office with this Trust.
No indemnification shall be made under Sections 2 or 3 of this Article:
(a)In respect of any proceeding as to which that person shall have been adjudged to be liable on the basis that personal benefit was improperly received by him, whether or not the benefit resulted from an action taken in the person's official capacity; or
(b)In respect of any proceeding as to which that person shall have been adjudged to be liable in the performance of that person's duty to this Trust, unless and only to the extent that the court in which that action was brought shall determine upon application that in view of all the relevant circumstances of the case, that person is fairly and reasonably entitled to indemnity for the expenses which the court shall determine; however, in such case, indemnification with respect to any proceeding by or in the right of the Trust or in which liability shall have been adjudged by reason of the disabling conduct set forth in the preceding paragraph shall be limited to expenses; or
(c)Of amounts paid in settling or otherwise disposing of a proceeding, with or without court approval, or of expenses incurred in defending a proceeding which is settled or otherwise disposed of without court approval, unless the required approval set forth in Section 6 of this Article is obtained.
Section 5. Successful Defense by Agent. To the extent that an agent of this Trust has been successful, on the merits or otherwise, in the defense of any proceeding referred to in Sections 2 or 3 of this Article before the court or other body before whom the proceeding was brought, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith, provided that the Board of Trustees, including a majority who are disinterested, non-party Trustees, also determines that based upon a review of the facts, the agent was not liable by reason of the disabling conduct referred to in Section 4 of this Article.
Section 6. Required Approval. Except as provided in Section 5 of this Article, any indemnification under this Article shall be made by this Trust only if authorized in the specific case on a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Sections 2 or 3 of this Article and is not prohibited from indemnification
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because of the disabling conduct set forth in Section 4 of this Article, by:
(a)A majority vote of a quorum consisting of Trustees who are not parties to the proceeding and are not interested persons of the Trust (as defined in the 1940 Act);
(b)A written opinion by an independent legal counsel; or
(c)The Shareholders; however, Shares held by agents who are parties to the proceeding may not be voted on the subject matter under this Sub-Section.
Section 7. Advance of Expenses. Expenses incurred in defending any proceeding may be advanced by this Trust before the final disposition of the proceeding if (a) receipt of a written affirmation by the agent of his good faith belief that he has met the standard of conduct necessary for indemnification under this Article and a written undertaking by or on behalf of the agent, such undertaking being an unlimited general obligation to repay the amount of the advance if it is ultimately determined that he has not met those requirements, and (b) a determination that the facts then known to those making the determination would not preclude indemnification under this Article. Determinations and authorizations of payments under this Section must be made in the manner specified in Section 6 of this Article for determining that the indemnification is permissible.
Section 8. Other Contractual Rights. Nothing contained in this Article shall affect any right to indemnification to which persons other than Trustees and officers of this Trust or any subsidiary hereof may be entitled by contract or otherwise.
Section 9. Limitations. No indemnification or advance shall be made under this Article, except as provided in Sections 5 or 6 in any circumstances where it appears:
(a)That it would be inconsistent with a provision of the Agreement and Declaration of Trust of the Trust, a resolution of the Shareholders, or an agreement in effect at the time of accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid which prohibits or otherwise limits indemnification; or
(b)That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.
Section 10. Insurance. Upon and in the event of a determination by the Board of Trustees of this Trust to purchase such insurance, this Trust shall purchase and maintain insurance on behalf of any agent or employee of this Trust against any liability asserted against or incurred by the agent or employee in such capacity or arising out of
the agent's or employee's status as such to the fullest extent permitted by law.
Section 11. Fiduciaries of Employee Benefit Plan. This Article does not apply to any proceeding against any Trustee, investment manager or other fiduciary of an employee benefit plan in that person's capacity as such, even though that person may also be an agent of this Trust as defined in Section 1 of this Article. Nothing contained in this Article shall limit any right to indemnification to which such a Trustee, investment manager, or other fiduciary may be entitled by contract or otherwise which shall be enforceable to the extent permitted by applicable law other than this Article.
ARTICLE VII
Shares of Beneficial Interest
Section 1. Certificates. A certificate or certificates representing and certifying the series or class and the full, but not fractional, number of Shares of beneficial interest owned by each Shareholder in the Trust shall not be issued except as the Board of Trustees may otherwise determine from time to time. Any such certificate issued shall be signed by facsimile signature or otherwise by the chairman or president or a vice president and counter-signed by the secretary or an assistant secretary or the treasurer or an assistant treasurer.
Section 2. Signature. In case any officer who has signed any certificate ceases to be an officer of the Trust before the certificate is issued, the certificate may nevertheless be issued by the Trust with the same effect as if the officer had not ceased to be such officer as of the date of its issue.
Section 3. Recording and Transfer Without Certificates. The Trust shall have the full power to participate in any program approved by the Board of Trustees providing for the recording and transfer of ownership of the Trust's Shares by electronic or other means without the issuance of certificates.
Section 4. Lost Certificates. The Board of Trustees may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Trust alleged to have been stolen, lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to have been stolen, lost or destroyed, or upon other satisfactory evidence of such theft, loss or destruction and may in its discretion and as a condition precedent to the issuance thereof, require the owner of such stolen, lost or destroyed certificate or certificates, or his legal representative, to give the Trust a bond with sufficient surety, to the Trust to indemnify it against any loss or claim that may be made by reason of the issuance of a new certificate.
Section 5. Transfer of Shares. Transfers of Shares of beneficial interest of the Trust shall be made on the books of the Trust by the holder of record thereof (in person or by his attorney thereunto duly authorized by a power of attorney duly executed in writing and filed with the secretary of the Trust) (i) if a certificate or certificates have
been issued, upon the surrender of the certificate or certificates, properly endorsed or accompanied by proper instruments of transfer, representing such Shares, or (ii) as otherwise prescribed by the Board of Trustees. Every certificate exchanged, surrendered for redemption or otherwise returned to the Trust shall be marked "Canceled" with the date of cancellation.
Section 6. Registered Shareholders. The Trust shall be entitled to recognize the exclusive right of a person registered on its books as the owner of Shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of Shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or Shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by applicable law or the Declaration of Trust.
Section 7. Transfer Agents and Registrars. The Board of Trustees may, from time to time, appoint or remove transfer agents and or registrars of the Trust, and they may appoint the same person as both transfer agent and registrar. Upon any such appointment being made, all certificates representing Shares of beneficial interest thereafter issued shall be countersigned by such transfer agent and shall not be valid unless so countersigned.
Section 8. Stock Ledger. The Trust shall maintain an original stock ledger containing the names and addresses of all Shareholders and the number and series or class of Shares held by each Shareholder. Such stock ledger may be in written form or any other form capable of being converted into written form within reasonable time for visual inspection.
ARTICLE VIII
General Provisions
Section 1. Custodianship. Except as otherwise provided by resolution of the Board of Trustees, the Trust shall place and at all times maintain in the custody of a custodian (including any sub-custodian for the custodian) all funds, securities and similar investments owned by the Trust. Subject to the approval of the Board of Trustees, the custodian may enter into arrangements with securities depositories, provided such arrangements comply with the provisions of the 1940 Act and the rules and regulations promulgated thereunder.
Section 2. Execution of Instruments. All deeds, documents, transfers, contracts, agreements and other instruments requiring execution by the Trust may be signed by the chairman or president or a vice president or the treasurer or the secretary or any other duly authorized officer or agent of the Trust, which authority may be general or specific.
Section 3. Net Asset Value. Subject to Section 1 of Article VI of the
Declaration of Trust, the net asset value per Share shall be determined separately as to each series or class of the Trust's Shares, by dividing the sum of the total market value of the series' or class's investments and other assets, less any liabilities, by the total outstanding Shares of such series or class, subject to the 1940 Act and any other applicable Federal securities law or rule or regulation currently in effect.
Section 4. Forum for Actions Under the Securities Act of 1933, as
amended. Unless the Trust consents in writing to the selection of an alternative forum, the Federal District Courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. Any person or entity purchasing or otherwise acquiring Shares or holding any interest in Shares shall be deemed to have notice of and consented to the provisions of this Section.
ARTICLE IX
Amendments
The Board of Trustees, without a vote by the Shareholders, shall have the power to make, alter and repeal the By-Laws of the Trust.
FIFTH AMENDED AND RESTATED FUNDS’ SERVICE AGREEMENT
This Fifth Amended and Restated Funds’ Service Agreement, made as of the 8th day of June, 2009 (the “Agreement”), between and among the investment companies registered under the Investment Company Act of 1940 (“1940 Act”), whose names are set forth on the signature page of this Agreement, which together with any additional investment companies which may become a party to this Agreement pursuant to Section 5.4 and 5.5 are collectively called the “Funds”; and The Vanguard Group, Inc., a Pennsylvania corporation (“Service Company”).
Whereas, each of the Funds has heretofore determined (as evidenced by, among many documents, prior versions* of this Agreement (the “Prior Agreements”), and by prospectuses and proxy statements of the Funds related thereto): (i) to manage and perform the corporate management, administrative and share distribution functions required for its continued operation, (ii) to create a structure which enhances the independence of the Funds from the providers of external services, (iii) to share, on an equitable and fair basis, with all of the other Funds the expenses of establishing the means to accomplish these objectives at the lowest reasonable cost; and
Whereas, each of the Funds: (i) has heretofore determined that these objectives can best be accomplished by establishing a company: (a) to be wholly-owned by the Funds; (b) to provide corporate management, administrative, and distribution services, and upon the reasonable request of any Fund to provide other service to such Fund at cost; (c) to employ the executive, managerial, administrative, secretarial and clerical personnel necessary or appropriate to perform such services; and (d) to acquire such assets and to obtain such facilities and equipment as are necessary or appropriate to carry out such services, and to make those assets available to the Funds; and (ii) since May 1, 1975 (or the commencement of its operations after this date) has utilized Service Company, pursuant to the provisions of the Prior Agreements; and
Whereas, each of the Funds has further heretofore recognized that it may, from time to time, be in the best interests of the Funds (i) for Service Company to provide similar services to investment companies other than the Funds, (ii) for the Funds to organize, from time to time, new investment companies which are intended to become parties to this Agreement; and, (iii) for Service Company to engage in business activities (directly or through subsidiaries), supportive of the Funds’ operations as investment companies; and
Whereas, each of the Funds desires to enter into a completely integrated Fifth Amended and Restated Funds’ Service Agreement with the other Funds to (i) set forth the current terms and provisions of the relationships which the Funds have determined to establish; and (ii) make non-substantive amendments to the Amended and Restated Funds’ Service Agreement, including correcting the names of the Funds set forth on the signature page of this Agreement.
Now, Therefore, each Fund agrees with each and all of the other Funds, and with Service Company, as follows:
|
I. |
CAPITALIZATION AND ASSETS OF SERVICE COMPANY |
|
1 |
Capital and Assets. To provide the Service Company with the cash and with the office space, facilities and equipment necessary for it to discharge its responsibilities hereunder, each Fund agrees: |
|
A |
To make cash investments in the Service Company as provided in Sections 1.2, 1.3 and 1.4. |
|
B |
To assign and transfer to Service Company on and after May 1, 1975 any and all right, title and interest which the Funds may have in any office facilities and equipment necessary for it to discharge its responsibilities and in any other assets which Service Company may develop or acquire, subject only to the rights reserved in Section 1.6 (concerning certain major assets). Section 5.2 (concerning rights upon withdrawal) and Section 5.3 (concerning rights upon termination) of the Agreement. |
|
2 |
Cash Investments in Service Company.To provide Service Company with such cash as may be necessary or appropriate from time to time to accomplish the purposes of the Funds and to discharge its responsibilities hereunder, each Fund agrees to purchase, for cash, shares of common stock of Service Company (“Shares”) or such other securities of Service Company (hereafter referred to as “other securities”) upon the favorable vote of the holders of a majority of the Shares adopting a resolution setting forth the terms and provisions of the purchase. Provided, however, that: |
|
A |
Without the consent of all of the Funds, the date for the purchase of Shares or other securities shall not be less than 15 days following the date on which the resolution is approved by the shareholders. |
|
B |
The cash purchase price to be paid by any Fund for the Shares or other securities, expressed as a percentage of the total purchase price for the additional securities to be paid by all of the Funds shall not exceed the percentage which the then current net assets of the Fund bears to the aggregate current net assets of all of the Funds as of the most recent month-end preceding the purchase date. |
|
3 |
Periodic Adjustments of Cash Investments. To maintain and re-establish periodically a fair and proportionate ratio of cash investments by each Fund in the Service Company as compared to its then current net assets, each Fund agrees to purchase from one or more of the other Funds, or to sell one or more of the Funds, sufficient Shares or other securities to re-establish the ratio. |
|
A |
Such purchases and sales shall be made (1) as of the last business day of any month upon the addition or withdrawal of any Fund as a party to this Agreement, provided that if the addition or withdrawal of a Fund creates no material disparity in the ratios (as determined by the Service Company’s Board of Directors), and no Fund requests that an adjustment be made, the adjustment may be deferred until the close of the Service Company’s fiscal year; (2) in connection with additional investments pursuant to Section 1.2; and (3) annually as of the close of the Service Company’s fiscal year, on a date fixed by Service Company’s Board of Directors within 90 days after the close of the fiscal year unless there is no material disparity in the ratios (as determined by the Service Company’s Board of Directors) and no Fund requests that an adjustment be made. |
|
B |
The cash purchases and sale price of the Share or other securities shall be for each Fund (1) in the case of Shares, the fair market value of Shares determined in accord with generally accepted accounting principles and procedures established by the Board of Directors of Service Company; and (2) in the case of debt securities, the face value thereof. |
|
C |
Unless specifically required by applicable law, the issuance and transfer of Shares or other securities of Service Company, and the cash investments of the Funds in Service Company, may be evidenced by proper records of Service Company; and no certificates need be issued. |
1.4 Limitation Upon Funds’ Obligations to Make Cash Investments or Purchases. Notwithstanding the provisions of Sections 1.1, 1.2 and 1.3 above, no Fund shall be obligated to purchase Shares or other securities of Service Company if, as a result of such purchase the Fund would thereby have invested in cash a total of more than 0.40% of its then current net assets in Shares or other securities of Service Company.
1.5 Restrictions on Transfer of Shares or Other Securities. Each Fund agrees that it will not, without the written consent of all other parties to this Agreement, transfer or dispose of or encumber any of its Shares or other securities of Service Company except as provided in this Agreement, and that, if issued, each certificate for Shares or other securities of Service Company will be stamped with a legend referring to this restriction.
1.6 Assets of Service Company.The Funds agree that Service Company may acquire, by purchase or lease, office space, furniture, equipment, supplies, files, records, computer hardware and software, and other assets necessary or appropriate for the discharge of the Service Company’s responsibilities hereunder. Each of the Funds hereby assigns and transfers to Service Company, any and all right, title and interest that it may have or hereafter acquire in any such assets, subject to the rights of each Fund (A) to receive the then fair value of such assets upon the purchase or sale of Shares pursuant to this Agreement, (B) to the continued use of such assets in the administration of the business affairs of a Fund so long as the Fund remains a party to this Agreement.
1.7 Borrowing by Service Company. The Funds agree that Service Company may borrow money, and may issue a note or other security in connection with such borrowing, as long as such borrowing, is in connection with the discharge of Service Company’s responsibilities hereunder and is undertaken in accord with procedures approved by the Service Company’s Board of Directors.
|
II |
SERVICES TO BE OBTAINED INDEPENDENTLY BY EACH FUND |
|
1 |
Services and Expenses. Each Fund shall, at its own expense, obtain from Service Company or an outside vendor (as that Fund’s Board of Trustees shall determine): |
|
A |
Services of an independent public accountant. |
|
B |
Services of outside legal counsel. |
|
C |
Transfer agency services, including “shareholder services.” |
|
D |
Custodian, registrar and dividend disbursing services. |
|
E |
Brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for its investment portfolio. |
|
F |
Investment advisory services. |
|
G |
Taxes and other fees applicable to its operations. |
|
H |
Costs incident to its annual or special meetings of shareholders, including but not limited to legal and accounting fees, and the preparations, printing and mailing of proxy materials. |
|
J |
Costs incurred in the continued maintenance of its corporate existence, including reports to shareholders and government agencies, and the expenses, if any, attributable to the registration of the Fund’s shares with Federal and state regulatory authorities. |
|
K |
And, in general and except as provided in Section 3.2(B), any other costs directly attributable to and identified with a particular Fund or Funds rather than all Funds which are parties to this Agreement. |
2.2 Disbursement of Payment for These Services. Notwithstanding the provisions of Section 2.1 above, Service Company may, as agent for any Fund, disburse to third parties payments for any of the foregoing services or expenses. Each Fund shall reimburse Service Company promptly for such disbursements made on behalf of the Fund.
|
III |
SERVICES PROVIDED BY AND EXPENSES OF SERVICE COMPANY |
|
1 |
Services to be Provided to Funds. Service Company shall with respect to each Fund, subject to the direction and control of the Board of Trustees and officers of the Fund: |
|
A |
Manage, administer and/or conduct the general business activities of the Fund. |
|
B |
Provide the personnel and obtain the office space, facilities and equipment necessary to perform such general business activities under the direction of the Funds’ executive officers (who may also be officers of Service Company) who will have the full responsibility for the general management of these functions. |
|
C |
Establish wholly-owned subsidiaries, and supervise the management and operations of such subsidiaries, as are necessary or appropriate to carry on or support the business activities of the Fund; and authorize such subsidiaries to perform such other functions for the Fund, including organizing new investment companies which are intended to become parties to this Agreement pursuant to Section 5.4 or Section 5.5, as Service Company’s Board of Directors shall determine. |
No provisions hereof shall prohibit the Service Company from performing such additional services to the Fund as the Fund’s Board of Trustees may appropriately request and which two-thirds of the shareholders of the Service Company shall approve.
3.2 Expenses of Operation of Service Company. Each of the Funds agrees to pay to the Service Company, within 10 days after the last business day of each month or at such other time as agreed to by the Fund and the Service Company, the Fund’s portion of the actual costs of operation of Service Company for each monthly period, or for such other period as is agreed upon, during which the Fund is a party to this Agreement.
|
|
A. Corporate Management and Administrative Expenses. A Fund’s portion of the cost of operation of Service Company shall mean its share of the direct and indirect expenses of Service Company’s providing corporate management and administrative services, including distribution services of an administrative nature, as allocated among the Funds with Allocation of indirect costs based on one or more of the following methods of allocation: |
|
(1 |
Net Assets: The proportionate allocation of expenses based upon the value of each Fund’s net assets, computed as a percentage of the value of total net assets of all Funds receiving services from Service Company, determined at the end of the last preceding monthly period. |
|
(2 |
Personnel Time: The proportionate allocation of expenses based upon a summary by each Fund of the time spent by each employee who works directly on the affairs of one or more of the Funds, computed as a percentage of the total time spent by such employee on the affairs of all of the Funds. |
|
(3 |
Shareholder Accounts: The proportionate allocation of expenses based upon the number of each Fund’s shareholder accounts and transaction activity in those accounts, measured over a period of time, relative to the total number of shareholder accounts and transaction activity in those accounts for all Funds receiving number of portfolio transactions for all Funds receiving services from the Service Company during such period. |
|
(4 |
Such other methods of allocation as may be approved by the Board of Directors of the Service Company based upon its determination that the allocation method is fair to each Fund in view of (i) the nature, amount and purpose of the expenditure, (ii) the benefits, if any, to be derived directly by each Fund relative to the benefits derived by other Funds, (iii) the need or desirability for the Funds as a group to provide competitive investment programs and services at competitive prices for the group to survive and grow, (iv) the benefits which each Fund derives by being a member of a strong Fund group, and (v) such other factors as the Board considers relevant to the specific expenditure and allocation. |
|
B |
Distribution Expenses. Each of the Funds expressly agrees to pay to Service Company, as requested, the Fund’s portion of the actual cost of distributing shares of the Funds, which shall mean its share of all of the direct and indirect expenses of a marketing and promotional nature including, but not limited to, advertising, sales literature, and sales personnel, as well as expenditures on behalf of any newly organized registered investment company which is to become a party of this Agreement pursuant to Section 5.4. The cost of distributing shares of the Funds shall not include distribution-related expenses of an administrative nature, which shall be allocated among the Funds pursuant to Section 3.2(A). Distribution expenses of a marketing and promotional nature shall be allocated among the Funds in the manner approved by the Securities and Exchange Commission in Investment Company Act Release No. 11645 (Feb. 25, 1981): |
|
(1 |
50% of these expenses will be allocated based upon each Fund’s average month-end assets during the preceding quarter relative to the average month-end assets during the preceding quarter of the Funds as a group. |
|
(2 |
50% of these expenses will be allocated initially among the Funds based upon each Fund’s sales for the 24 months ended with the last day of the preceding quarter relative to the sales of the Funds as a group for the same period. (Shares issued pursuant to a reorganization shall be excluded from the sales of a Fund and the Funds as a group.) |
|
(3 |
Provided, however, that no Fund’s aggregate quarterly contribution for distribution expenses, expressed as a percentage of its assets, shall exceed 125% of the average expenses for the Funds as a Group, expressed as a percentage of the total assets of the Funds. Expenses not charged to a particular Fund(s) because of this 125% limitation shall be reallocated to other Funds on iterative basis; and that no Fund’s annual expenses for distribution shall exceed 0.2% of its average month-end net assets. |
|
IV |
CONCERNING THE SERVICE COMPANY |
|
1 |
Name. Each Fund acknowledge and agrees: |
|
A |
That the name “The Vanguard Group, Inc.”, and any variants thereof used to identify (1) the Funds as a group, (2) any Fund as a member of a group being served by Service Company, or (3) any other person as being served or related to Service Company (whether now in existence or hereafter created), shall be the sole and exclusive property of Service Company, its affiliates, and its successors. |
|
B |
That Service Company shall have the sole and exclusive right to permit the use of said name or variants thereof so long as this Agreement or any amendments thereto are effective. |
|
C |
That upon its withdrawal from this Agreement and upon the written request of Service Company, the Fund shall cease to use, or in any way to refer to itself as related to, “The Vanguard Group, Inc.” or any variant thereof. |
The foregoing agreements on the part of each Fund are hereby made binding upon it, its trustees, officers, shareholders and creditors and all other persons claiming under or through it.
|
2 |
Services to Others. The Service Company may render services to any person other than the Funds so long as: |
|
A |
The services to be rendered to the Funds hereunder are not impaired thereby. |
|
B |
The terms and provisions upon which the services are to be rendered have been approved by the holders of a majority of the Shares. |
|
C |
The services rendered for compensation and, to the extent achievable, for the purpose of gaining a profit thereon. |
|
D |
Any income earned and fees received by Service Company shall be used to reduce the total costs and expenses of Service Company. |
|
3 |
Books, Records, and Audits of Service Company. The Service Company, and any subsidiary established pursuant to Section 3.1(C), shall maintain complete, accurate, and current books, records, and financial statements concerning its activities. To the extent appropriate, it will preserve said records in the manner and for the periods prescribed by law. Financial records and statements shall be kept in accord with generally accepted accounting principles and shall be audited at least annually by independent public accountants (who may also be accountants for any of the Funds). Within 120 days after the close of Service Company’s fiscal year, it shall deliver to each Fund a copy of its audited financial statements for that year and the accountants report thereon. Service Company, on behalf of itself and any subsidiary, acknowledges that all of the records they shall prepare and maintain pursuant to this Agreement shall be the property of the Funds and that upon a request of any Fund they shall make the Fund’s records available to it, along with such other information and data as are reasonably requested by the Fund, for inspection, audit or copying, or turn said records over to the Fund. |
|
A |
Each Fund (herein the “Indemnitor”) agrees to indemnify, hold harmless, and reimburse (herein “indemnify”) every other Fund, Service Company and/or any subsidiary of Service Company (herein the “Indemnitee”): |
|
(1 |
which Indemnitee (a) was or is a party to, or is threatened to be made a party to, any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (herein a “suit”), or (b) incurs an actual economic loss or expense (herein a “loss”). |
|
(2 |
if: (a) such suit or loss arises from an action or failure to act, event, occurrence, transaction, or other analogous happening (herein an “event”) under circumstances in which the Indemnitee is involved in a suit or incurs a loss. |
|
(i |
as a result substantially of, or attributable primarily to, its being a party to this Agreement, or to its indirect participation in transactions contemplated by this Agreement; and |
|
(ii |
where the suit or loss arises primarily and substantially from an event related primarily and substantially to the business and/or operations of the Indemnitor; and |
|
(b |
an independent third party, who may but need not be legal counsel for the Funds, advises the Funds in writing (i) that the condition set forth in “(1)” and “(2)(a)” have occurred and (ii) that the Indemnitee is without significant fault or responsibility for the suit or loss as measured by the comparative conduct of the Indemnitor and Indemnitee and by the purposes sought to be accomplished by this Agreement. |
|
B |
The financial obligations of the Indemnitor under this Section shall be limited to: |
|
(1 |
In the case of a suit, to expenses (including attorneys’ fees), actually incurred by the Indemnitee. The termination of any suit by judgment, order, settlement, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee is not entitled to be indemnified hereunder. |
(2) In the case of an event, to losses and/or expenses (including attorney’s fees) actually incurred by the Indemnitee.
The Indemnitee shall not be liable financially hereunder for lost profits in the case of either a suit or loss.
|
C |
Expenses incurred in defending a suit or resolving an event may be paid by the prospective Indemnitor in advance of the final disposition of such suit or event if authorized by the Board of Trustees of the prospective Indemnitor in the specific case upon receipt of an undertaking by or on behalf of the prospective indemnitee to repay such amount unless it shall ultimately be determined that the Indemnitee is entitled to be indemnified by the Indemnitor as provided in this Section. |
|
C |
The indemnification provided by this section shall not be deemed exclusive of any other rights to which the Indemnitee may be entitled under any agreement or otherwise. |
|
1 |
Effective Period.This Agreement shall become effective on the date first written above, and shall continue in full force and effect as to all parties hereto until terminated or amended by mutual agreement of all parties hereto. The withdrawal pursuant to Section 5.2(A) or 5.2(B) of one or more of the Funds from this agreement shall not affect the continuance of this Agreement except as to the parties withdrawing. |
|
2 |
Withdrawal from Agreement. |
|
A |
Any Fund may elect to withdraw from this Agreement effective at the end of any monthly period by giving at least 90 days’ prior written notice to each of the parties to this Agreement. Upon the written demand of all other Funds which are parties to this Agreement a Fund shall withdraw, and in the event of its failure to do so shall be deemed to have withdrawn, from this Agreement; such demand shall specify the date of withdrawal which shall be at the end of any monthly period at least 90 days from the time of service of such demand. |
|
B |
In the event of the withdrawal of any Fund from this Agreement, all its rights and obligations, except for lease commitments, under this Agreement (except such rights or obligations as have accrued prior to the date of withdrawal) shall terminate as of the date of the withdrawal. The withdrawing Fund shall surrender its Shares to Service Company, and (1) shall be entitled to receive from Service Company an amount equal to the excess of the fair value of (i) its Shares of other securities Service Company as of the date of its withdrawal less (ii) its proportionate interest in any liabilities of Service Company, including when appropriate any commitments of Service Company and unexpired leases at the date of withdrawal; (2) shall be obligated to pay Service Company an amount equal to the excess of (ii) over (i). Such amount to be received from or paid to Service Company shall be determined by the favorable vote of the holders of a majority of the Shares whose determination shall be conclusive upon the Funds. Any amount found payable by the Service Company to the withdrawing Fund shall be recoverable by Service Company from the Funds remaining under this Agreement in accordance with the provisions of Section 1.2, 1.3 and 1.4 hereof. |
|
3 |
Termination by Mutual Consent. In the event that all Funds withdraw from this Agreement without entering into a comparable successor agreement, each Fund shall surrender its Shares to Service Company and after payment by Service Company of all its liabilities, including the settlement of unexpired lease obligations, shall: |
|
A |
Receive from Service Company in cash an amount equal to its proportionate share of the actual value of all assets of the Service Company which can be reduced readily to cash. |
|
B |
Negotiate in good faith with the other Funds provision for the equitable use and/or disposition of assets of the Service Company which are not readily reducible to cash. |
|
4 |
Additional Parties to Agreement. Upon the favorable vote of two-thirds of the shareholders and of the holders of two-thirds of the Shares of the Service Company, any investment company registered under the Investment Company Act of 1940 may become a party to this Agreement and share as a Fund in all of the rights, duties and liabilities hereunder by adopting, executing and delivering to the Service Company and the Funds a signed copy of this Agreement which shall evidence that investment company’s agreement to assume the duties and obligations of a Fund hereunder. Upon the delivery of a signed copy of this Agreement, the new Fund shall be subject to all provisions of this Agreement and become a holder of Shares by adjustment in cash investments among the Funds pursuant to Section 1.3. No person shall become a holder of shares without becoming a party to this Agreement. |
|
5 |
Fund of Funds Parties to Agreement. A “Fund of Funds” shall mean a registered investment company or series of a Fund which is managed and administered by Service Company and which invests substantially all of its assets in shares of two or more Funds (or series thereof). |
A. Upon the favorable vote of two-thirds of the shareholders and of the holders of two-thirds of the Shares of the Service Company, a Fund of Funds organized as a separate registered investment company may become a party to this Agreement and share as a Fund in all of the rights, duties and liabilities hereunder by adopting, executing and delivering to the Service Company and the Funds a signed copy of this Agreement which shall evidence that investment company’s agreement to assume the duties and obligations of a Fund hereunder, except as provided in the following paragraph B.
B. A Fund of Funds: (1) shall not be obligated or permitted to make a capital contribution or to acquire Shares pursuant to Section I except to the extent that the Fund of Funds’ assets are not invested in shares of the Funds; (2) shall not be allocated or obligated to pay any portion of the expenses of Service Company pursuant to Section 3.2 except as determined by the Board of Directors of Service Company pursuant to Section 3.2(A)(4); and (3) may have the expenses the Fund of Funds would otherwise bear pursuant to Section 2.1 reduced or eliminated by the savings which accrue to the benefit of the Funds.
C. Upon the delivery of a signed copy of this Agreement, the Fund of Funds shall be subject to all the provisions of this Agreement except as provided herein.
|
1 |
Definition of Certain Terms. As used in this Agreement, the terms set forth below shall mean: |
|
A |
“Fair Value of Shares” shall mean the proportionate interest, as represented by the ratio of the number of Shares owned by a Fund to the number of Shares issued and outstanding, in all assets of the Service Company less all liabilities of the Service Company on the date fair value is to be determined. Assets shall be valued at fair market value. In case of any dispute as to the proportionate interest of any Fund or as to the fair value of the Shares, the issue shall be determined by the favorable vote of the holders of a majority of the Shares, whose determination shall be conclusive upon the Fund. |
|
A |
“Person” shall mean a natural person, a corporation, a partnership, an association, a joint-stock company, a trust, a fund or any organized group of persons whether incorporated or not. |
|
2 |
Assignment. This Agreement shall bind and inure to the benefit of the parties thereto, their respective successors and assigns. |
|
2 |
Captions.The captions in this Agreement are included for convenience of reference only and in no way define any of the provisions hereof or otherwise affect their construction or effect. |
|
3 |
Amendment. Unless prohibited by applicable laws, regulations or orders of regulatory authorities and except as set forth below, this Agreement may be amended at any time and in one or more respects upon the favorable vote of the holders of a majority of the Shares (except that the vote required in Sections 3.1 and 5.4 may be amended only by the favorable votes of the number of holders or Shares specified therein) and without the further approval or vote of shareholders of any of the Funds; provided, however, that Section 1.4 (limiting cash investments by the Funds in Service Company) may not be amended unless and exemptive order permitting such amendment is obtained from the U.S. Securities and Exchange Commission. |
|
4 |
Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. |
In Witness Whereof, each of the parties hereto has caused the Agreement to be signed and its corporate seal to be hereto affixed by its proper officers thereunto duly authorized, all as of the date and year first above written.
The Vanguard Group, Inc.
Attest:/s/ Anne RobinsonBY: /s/ Mortimer J. Buckley
Anne Robinson Mortimer J. Buckley
|
Secretary |
Chief Executive Officer |
The Vanguard Group of Investment Companies:
Vanguard Admiral FundsVanguard Bond Index Funds
Vanguard California Tax-Free Funds Vanguard Charlotte Funds
Vanguard Chester FundsVanguard Explorer Fund
Vanguard Fenway Funds Vanguard Fixed Income Securities Funds
Vanguard Horizon FundsVanguard Index Funds
Vanguard International Equity Index FundsVanguard Institutional Index Funds
Vanguard Malvern FundsVanguard Massachusetts Tax-Exempt Funds
Vanguard Money Market ReservesVanguard Montgomery Funds
Vanguard Municipal Bond FundsVanguard New Jersey Tax-Free Funds Vanguard New York Tax-Free FundsVanguard Ohio Tax-Free Funds
Vanguard Pennsylvania Tax-Free FundsVanguard Quantitative Funds
Vanguard Scottsdale Funds2Vanguard Specialized Funds Vanguard STAR FundsVanguard Tax-Managed Funds
Vanguard Trustees’ Equity FundVanguard Valley Forge Funds
Vanguard Variable Insurance Funds Vanguard Wellesley Income Fund
Vanguard Wellington FundVanguard Whitehall Funds
Vanguard Windsor FundsVanguard World Fund
Attest:/s/ Anne RobinsonBY: /s/ Mortimer J. Buckley
Anne RobinsonMortimer J. Buckley
|
Secretary |
President and Chief Executive Officer |
Signature page revised as of February 4, 2020.
|
* Funds’ Service Agreement dated May 1, 1975; an Amended and Restated Funds’ Service Agreement dated October 1, 1977; an Amended and Restated Funds’ Service Agreement dated May 10, 1993, an Amended and Restated Funds’ Service Agreement dated January 1, 1996, and an Amended and Restated Funds’ Service Agreement dated June 15, 2001 as therefore amended. |
|
|
11 |
Formerly Vanguard Treasury Fund |
646121
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 Fenway Funds of our reports dated November 17, 2020, relating to the financial statements and financial highlights, which appear in Vanguard Equity Income Fund and Vanguard PRIMECAP Core Fund’s Annual Reports on Form N-CSR for the year ended September 30, 2020. 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 LLPPhiladelphia, Pennsylvania
January 27, 2021
VANGUARD FUNDS MULTIPLE CLASS PLAN
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.
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:
Investor Shares of actively-managed Funds 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 actively-managed Funds will normally be lower than the amount required for any other class of shares of such Funds. Investor Shares of actively-managed Funds are typically distributed by all VGI business lines. Investor Shares of index Funds generally will be available to Funds that operate as a Fund-of-Funds and certain retirement plan clients receiving recordkeeping services from VGI.
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.
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.
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 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.
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.
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.
|
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 process conversion transactions. |
|
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 |
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 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. |
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.
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 22, 2019
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 FundShare Classes Authorized
Vanguard Admiral Funds
|
· |
Treasury Money Market FundInvestor |
|
· |
S&P 500 Value Index FundInstitutional, ETF |
|
· |
S&P 500 Growth Index FundInstitutional, ETF |
|
· |
S&P MidCap 400 Index FundInstitutional, ETF |
|
· |
S&P MidCap 400 Value Index FundInstitutional, ETF |
|
· |
S&P MidCap 400 Growth Index FundInstitutional, ETF |
|
· |
S&P SmallCap 600 Index FundInstitutional, ETF |
|
· |
S&P SmallCap 600 Value Index FundInstitutional, ETF |
|
· |
S&P SmallCap 600 Growth Index FundInstitutional, ETF |
Vanguard Bond Index Funds
|
· |
Short-Term Bond Index FundInvestor, Admiral, Institutional, Institutional Plus, ETF |
|
· |
Intermediate-Term Bond Index FundInvestor, Admiral, Institutional, Institutional |
Plus, ETF
|
· |
Long-Term Bond Index FundAdmiral, Institutional, Institutional Plus, ETF |
|
· |
Total Bond Market Index FundInvestor, Admiral, Institutional, Institutional Plus, Institutional Select, ETF |
|
· |
Total Bond Market II Index FundInvestor, Institutional |
|
· |
Inflation-Protected Securities FundInvestor, Admiral, Institutional |
Vanguard California Tax-Free Funds
|
· |
Municipal Money Market FundInvestor |
|
· |
Intermediate-Term Tax-Exempt FundInvestor, Admiral |
|
· |
Long-Term Tax-Exempt FundInvestor, Admiral |
Vanguard Charlotte Funds
|
· |
Total International Bond Index FundInvestor, Admiral, Institutional, |
Institutional Select, ETF
|
· |
Global Credit Bond FundInvestor, Admiral |
|
Vanguard Fund |
Share Classes Authorized |
Vanguard Chester Funds
|
· |
PRIMECAP FundInvestor, Admiral |
|
· |
Target Retirement Income FundInvestor |
|
· |
Target Retirement 2010 FundInvestor |
|
· |
Target Retirement 2015 FundInvestor |
|
· |
Target Retirement 2020 FundInvestor |
|
· |
Target Retirement 2025 FundInvestor |
|
· |
Target Retirement 2030 FundInvestor |
|
· |
Target Retirement 2035 FundInvestor |
|
· |
Target Retirement 2040 FundInvestor |
|
· |
Target Retirement 2045 FundInvestor |
|
· |
Target Retirement 2050 FundInvestor |
|
· |
Target Retirement 2055 FundInvestor |
|
· |
Target Retirement 2060 FundInvestor |
|
· |
Target Retirement 2065 FundInvestor |
|
· |
Institutional Target Retirement Income FundInstitutional |
|
· |
Institutional Target Retirement 2010 FundInstitutional |
|
· |
Institutional Target Retirement 2015 FundInstitutional |
|
· |
Institutional Target Retirement 2020 FundInstitutional |
|
· |
Institutional Target Retirement 2025 FundInstitutional |
|
· |
Institutional Target Retirement 2030 FundInstitutional |
|
· |
Institutional Target Retirement 2035 FundInstitutional |
|
· |
Institutional Target Retirement 2040 FundInstitutional |
|
· |
Institutional Target Retirement 2045 FundInstitutional |
|
· |
Institutional Target Retirement 2050 FundInstitutional |
|
· |
Institutional Target Retirement 2055 FundInstitutional |
|
· |
Institutional Target Retirement 2060 FundInstitutional |
|
· |
Institutional Target Retirement 2065 FundInstitutional |
|
Vanguard Explorer Fund |
Investor, Admiral |
Vanguard Fenway Funds
|
· |
Equity Income FundInvestor, Admiral |
|
· |
Growth Equity FundInvestor |
|
· |
PRIMECAP Core FundInvestor |
Vanguard Fixed Income Securities Funds
|
· |
Ultra-Short-Term Bond FundInvestor, Admiral |
|
· |
Real Estate II Index FundInstitutional Plus |
|
· |
Short-Term Treasury FundInvestor, Admiral |
|
· |
Short-Term Federal FundInvestor, Admiral |
|
· |
Short-Term Investment-Grade FundInvestor, Admiral, Institutional |
|
· |
Intermediate-Term Treasury FundInvestor, Admiral |
|
· |
Intermediate-Term Investment-Grade FundInvestor, Admiral |
|
· |
GNMA FundInvestor, Admiral |
|
Vanguard Fund |
Share Classes Authorized |
|
· |
Long-Term Treasury FundInvestor, Admiral |
|
· |
Long-Term Investment-Grade FundInvestor, Admiral |
|
· |
High-Yield Corporate FundInvestor, Admiral |
Vanguard Horizon Funds
|
· |
Capital Opportunity FundInvestor, Admiral |
|
· |
Global Equity FundInvestor |
|
· |
Strategic Equity FundInvestor |
|
· |
Strategic Small-Cap Equity FundInvestor |
|
· |
International Core Stock FundInvestor, Admiral |
Vanguard Index Funds
|
· |
500 Index FundInvestor, Admiral, Institutional Select, ETF |
|
· |
Extended Market Index FundInvestor, Admiral, Institutional, Institutional Plus, Institutional Select, ETF |
|
· |
Growth Index FundInvestor, Admiral, Institutional, ETF |
|
· |
Large-Cap Index FundInvestor, Admiral, Institutional, ETF |
|
· |
Mid-Cap Growth Index FundInvestor, Admiral, ETF |
|
· |
Mid-Cap Index FundInvestor, Admiral, Institutional, Institutional Plus, ETF |
|
· |
Mid-Cap Value Index FundInvestor, Admiral, ETF |
|
· |
Small-Cap Growth Index FundInvestor, Admiral, Institutional, ETF |
|
· |
Small-Cap Index FundInvestor, Admiral, Institutional, Institutional Plus, ETF |
|
· |
Small-Cap Value Index FundInvestor, Admiral, Institutional, ETF |
|
· |
Total Stock Market Index FundInvestor, Admiral, Institutional, Institutional Plus, Institutional Select, ETF |
|
· |
Value Index FundInvestor, Admiral, Institutional, ETF |
Vanguard Institutional Index Funds
|
· |
Institutional Index FundInstitutional, Institutional Plus |
|
· |
Institutional Total Stock Market Index FundInstitutional, Institutional Plus |
Vanguard International Equity Index Funds
|
· |
Emerging Markets Stock Index FundInvestor, Admiral, Institutional, |
Institutional Plus
|
FTSE Emerging Markets ETF |
ETF |
|
· |
European Stock Index FundInvestor, Admiral, Institutional, Institutional Plus |
|
· |
FTSE All-World ex US Index FundAdmiral, Institutional, Institutional |
Plus, ETF
|
· |
Pacific Stock Index FundInvestor, Admiral, Institutional |
|
· |
Total World Stock Index FundAdmiral, Institutional, ETF |
|
· |
FTSE All World ex-US Small-Cap Index FundAdmiral, Institutional, ETF |
|
· |
Global ex-U.S. Real Estate Index FundAdmiral, Institutional, ETF |
|
Vanguard Fund |
Share Classes Authorized |
Vanguard Malvern Funds
|
· |
Capital Value FundInvestor |
|
· |
Short-Term Inflation-Protected Securities |
|
Index Fund |
Investor, Admiral, Institutional, ETF |
|
· |
U.S. Value FundInvestor |
|
· |
Institutional Short-Term Bond FundInstitutional Plus |
|
· |
Institutional Intermediate-Term Bond FundInstitutional Plus |
|
· |
Core Bond FundInvestor, Admiral |
|
· |
Emerging Markets Bond FundInvestor, Admiral |
Vanguard Massachusetts Tax-Exempt Funds
|
· |
Massachusetts Tax-Exempt FundInvestor |
Vanguard Money Market Funds
|
· |
Cash Reserves Federal Money Market FundAdmiral |
|
· |
Federal Money Market FundInvestor |
Vanguard Montgomery Funds
|
· |
Market Neutral FundInvestor, Institutional |
Vanguard Municipal Bond Funds
|
· |
Municipal Money Market FundInvestor |
|
· |
Short-Term Tax-Exempt FundInvestor, Admiral |
|
· |
Limited-Term Tax-Exempt FundInvestor, Admiral |
|
· |
Intermediate-Term Tax-Exempt FundInvestor, Admiral |
|
· |
Long-Term Tax-Exempt FundInvestor, Admiral |
|
· |
High-Yield Tax-Exempt FundInvestor, Admiral |
|
· |
Tax-Exempt Bond Index FundAdmiral, ETF |
Vanguard New Jersey Tax-Free Funds
|
· |
Municipal Money Market FundInvestor |
|
· |
Long-Term Tax-Exempt FundInvestor, Admiral |
Vanguard New York Tax-Free Funds
|
· |
Municipal Money Market FundInvestor |
|
· |
Long-Term Tax-Exempt FundInvestor, Admiral |
Vanguard Ohio Tax-Free Funds
|
· |
Long-Term Tax-Exempt FundInvestor |
Vanguard Pennsylvania Tax-Free Funds
|
· |
Municipal Money Market FundInvestor |
|
· |
Long-Term Tax-Exempt FundInvestor, Admiral |
|
Vanguard Fund |
Share Classes Authorized |
Vanguard Quantitative Funds
|
· |
Growth and Income FundInvestor, Admiral |
Vanguard Scottsdale Funds
|
· |
Short-Term Treasury Index FundInstitutional, Admiral, ETF |
|
· |
Intermediate-Term Treasury Index FundInstitutional, Admiral, ETF |
|
· |
Long-Term Treasury Index FundInstitutional, Admiral, ETF |
|
· |
Short-Term Corporate Bond Index FundInstitutional, Admiral, ETF |
|
· |
Intermediate-Term Corporate Bond Index FundInstitutional, Admiral, ETF |
|
· |
Long-Term Corporate Bond Index FundInstitutional, Admiral, ETF |
|
· |
Mortgage-Backed Securities Index FundInstitutional, Admiral, ETF |
|
· |
Explorer Value FundInvestor |
|
· |
Russell 1000 Index FundInstitutional, ETF |
|
· |
Russell 1000 Value Index FundInstitutional, ETF |
|
· |
Russell 1000 Growth Index FundInstitutional, ETF |
|
· |
Russell 2000 Index FundInstitutional, ETF |
|
· |
Russell 2000 Value Index FundInstitutional, ETF |
|
· |
Russell 2000 Growth Index FundInstitutional, ETF |
|
· |
Russell 3000 Index FundInstitutional, ETF |
|
· |
Total Corporate Bond ETFETF |
|
· |
Total World Bond ETFETF |
Vanguard Specialized Funds
|
· |
Energy FundInvestor, Admiral |
|
· |
Global Capital Cycles FundInvestor |
|
· |
Health Care FundInvestor, Admiral |
|
· |
Dividend Growth FundInvestor |
|
· |
Real Estate Index FundInvestor, Admiral, Institutional, ETF |
|
· |
Dividend Appreciation Index FundAdmiral, ETF |
|
· |
Global ESG Select Stock FundInvestor, Admiral |
Vanguard STAR Funds
|
· |
LifeStrategy Conservative Growth FundInvestor |
|
· |
LifeStrategy Growth FundInvestor |
|
· |
LifeStrategy Income FundInvestor |
|
· |
LifeStrategy Moderate Growth FundInvestor |
|
· |
Total International Stock Index FundInvestor, Admiral, Institutional, |
Institutional Plus, Institutional Select, ETF
Vanguard Tax-Managed Funds
|
· |
Tax-Managed Balanced FundAdmiral |
|
· |
Tax-Managed Capital Appreciation FundAdmiral, Institutional |
|
· |
Developed Markets Index FundInvestor, Admiral, Institutional, Institutional Plus |
|
FTSE Developed Markets ETF |
ETF |
|
· |
Tax-Managed Small-Cap FundAdmiral, Institutional |
|
Vanguard Fund |
Share Classes Authorized |
Vanguard Trustees’ Equity Fund
|
· |
International Value FundInvestor |
|
· |
Diversified Equity FundInvestor |
|
· |
Emerging Markets Select Stock FundInvestor |
|
· |
Alternative Strategies FundInvestor |
|
· |
Commodity Strategy FundAdmiral |
Vanguard Valley Forge Funds
|
· |
Balanced Index FundInvestor, Admiral, Institutional |
|
· |
Managed Allocation FundInvestor |
Vanguard Variable Insurance Funds
|
· |
Balanced PortfolioInvestor |
|
· |
Conservative Allocation PortfolioInvestor |
|
· |
Diversified Value PortfolioInvestor |
|
· |
Equity Income PortfolioInvestor |
|
· |
Equity Index PortfolioInvestor |
|
· |
Growth PortfolioInvestor |
|
· |
Global Bond Index PortfolioInvestor |
|
· |
Total Bond Market Index PortfolioInvestor |
|
· |
High Yield Bond PortfolioInvestor |
|
· |
International PortfolioInvestor |
|
· |
Mid-Cap Index PortfolioInvestor |
|
· |
Moderate Allocation PortfolioInvestor |
|
· |
Money Market PortfolioInvestor |
|
· |
Real Estate Index PortfolioInvestor |
|
· |
Short-Term Investment Grade PortfolioInvestor |
|
· |
Small Company Growth PortfolioInvestor |
|
· |
Capital Growth PortfolioInvestor |
|
· |
Total International Stock Market Index PortfolioInvestor |
|
· |
Total Stock Market Index PortfolioInvestor |
|
Vanguard Wellesley Income Fund |
Investor, Admiral |
Vanguard Wellington Fund
|
· |
U.S. Liquidity Factor ETFETF |
|
· |
U.S. Minimum Volatility ETFETF |
|
· |
U.S. Momentum Factor ETFETF |
|
· |
U.S. Multifactor ETFETF |
|
· |
U.S. Multifactor FundAdmiral |
|
· |
U.S. Quality Factor ETFETF |
|
· |
U.S. Value Factor ETFETF |
|
· |
Wellington FundInvestor, Admiral |
|
Vanguard Fund |
Share Classes Authorized |
Vanguard Whitehall Funds
|
· |
Selected Value FundInvestor |
|
· |
Mid-Cap Growth FundInvestor |
|
· |
International Explorer FundInvestor |
|
· |
High Dividend Yield Index FundAdmiral, ETF |
|
· |
Emerging Markets Government |
|
Bond Index Fund |
Admiral, Institutional, ETF |
|
· |
Vanguard Global Minimum Volatility FundInvestor, Admiral |
|
· |
International Dividend Appreciation Index FundAdmiral, ETF |
|
· |
International High Dividend Yield Index FundAdmiral, ETF |
Vanguard Windsor Funds
|
· |
Windsor FundInvestor, Admiral |
|
· |
Windsor II FundInvestor, Admiral |
Vanguard World Fund
|
· |
Extended Duration Treasury Index FundInstitutional, Institutional Plus, ETF |
|
· |
FTSE Social Index FundAdmiral, Institutional |
|
· |
Global Wellesley Income FundInvestor, Admiral |
|
· |
Global Wellington FundInvestor, Admiral |
|
· |
International Growth FundInvestor, Admiral |
|
· |
Mega Cap Index FundInstitutional, ETF |
|
· |
Mega Cap Growth Index FundInstitutional, ETF |
|
· |
Mega Cap Value Index FundInstitutional, ETF |
|
· |
U.S. Growth FundInvestor, Admiral |
|
· |
Consumer Discretionary Index FundAdmiral, ETF |
|
· |
Consumer Staples Index FundAdmiral, ETF |
|
· |
Energy Index FundAdmiral, ETF |
|
· |
Financials Index FundAdmiral, ETF |
|
· |
Health Care Index FundAdmiral, ETF |
|
· |
Industrials Index FundAdmiral, ETF |
|
· |
Information Technology Index FundAdmiral, ETF |
|
· |
Materials Index FundAdmiral, ETF |
|
· |
Communication Services Index FundAdmiral, ETF |
|
· |
Utilities Index FundAdmiral, ETF |
|
· |
ESG International Stock ETFETF |
|
· |
ESG U.S. Corporate Bond ETFETF |
Original Board Approval: July 21, 2000
Last Updated: September 17, 2020
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. Investor Shares of index Funds generally are available only to Funds that operate as a Fund-of-Funds and certain retirement plan clients receiving recordkeeping services from VGI. 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.3 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:
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Certain Retirement Plans – Admiral Shares of actively-managed Funds generally are not available for SIMPLE IRAs and Vanguard Individual 401(k) Plans.4 |
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Mutual Fund Supermarkets – Admiral Shares are not available to mutual fund supermarkets, except where a Fund does not have Investor Shares. |
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:
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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. |
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Financial intermediary clients. Financial intermediaries generally may hold Institutional Shares for the benefit of their underlying clients provided that: |
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(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 |
|
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(3) |
an arrangement is established between VGI and the financial intermediary to allow VGI to monitor compliance with the eligibility requirements. |
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Home office model portfolios offered on wealth management platforms administered by financial intermediaries5 may offer Institutional Shares, provided:
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(4) |
the financial intermediary in aggregate at the firm level, excluding custody assets, has total assets of at least $25 billion invested in Vanguard; and |
|
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(5) |
the financial intermediary in aggregate at the firm level, excluding custody assets, meets the investment minimum of Institutional Shares for the Fund. |
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A home office model portfolio must meet the following criteria:
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(6) |
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); |
|
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(7) |
the allocations and Funds used in the model portfolios on the platform are not subject to change by individual financial advisors; and |
|
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(8) |
an arrangement is established between VGI and the financial intermediary to allow VGI to monitor compliance with the eligibility requirements. |
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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. |
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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. |
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Trust/Fund |
Corresponding Fund |
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Vanguard Institutional Total Stock Market Index Trust |
Vanguard Total Stock Market Index Fund |
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Vanguard Institutional Total Stock Market Index Trust |
Vanguard Institutional Total Stock Market Index Fund |
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Vanguard Institutional Total Bond Market Index Trust |
Vanguard Total Bond Market Index Fund |
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Vanguard Institutional Total International Stock Market Index Trust |
Vanguard Total International Stock Market Index Fund |
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Vanguard Institutional 500 Index Trust |
Vanguard Institutional Index Fund |
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Vanguard Institutional 500 Index Trust |
Vanguard 500 Index Fund |
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Vanguard Institutional Extended Market Index Trust |
Vanguard Extended Market Index Fund |
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Vanguard Employee Benefit Index Fund |
Vanguard Institutional Index Fund |
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Vanguard Employee Benefit Index Fund |
Vanguard 500 Index Fund |
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Vanguard Russell 1000 Growth Index Trust |
Vanguard Russell 1000 Growth Index Fund |
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Vanguard Russell 1000 Value Index Trust |
Vanguard Russell 1000 Value Index Fund |
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Vanguard Russell 2000 Growth Index Trust |
Vanguard Russell 2000 Growth Index Fund |
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Vanguard Russell 2000 Value Index Trust |
Vanguard Russell 2000 Value Index Fund |
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Vanguard Target Retirement Trust |
Vanguard Institutional Target Retirement Fund (full suite) |
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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. |
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Accumulation Period ¾ Accounts funded through regular contributions (e.g., employer sponsored participant contribution plans), whose assets are expected to quickly achieve eligibility levels, may qualify for Institutional Shares upon account creation, rather than undergoing the conversion process shortly after account set-up if VGI management determines that the account will become eligible for Institutional Shares within a limited period of time (generally 90 days). The accumulation period eligibility is subject to the discretion of VGI management. |
Institutional Plus Shares - Eligibility Requirements
Institutional Plus Shares generally require a minimum initial investment and ongoing account balance of
$100,000,000. However, each Fund and VGI also reserve the right to establish higher or lower minimum amounts for certain investors or a group of investors. Institutional Plus Share class eligibility also is subject to the following special rules:
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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. |
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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.
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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. |
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Trust/Fund |
Corresponding Fund |
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Vanguard Institutional Total Stock Market Index Trust |
Vanguard Total Stock Market Index Fund |
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Vanguard Institutional Total Stock Market Index Trust |
Vanguard Institutional Total Stock Market Index Fund |
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Vanguard Institutional Total Bond Market Index Trust |
Vanguard Total Bond Market Index Fund |
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Vanguard Institutional Total International Stock Market Index Trust |
Vanguard Total International Stock Market Index Fund |
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Vanguard Institutional 500 Index Trust |
Vanguard Institutional Index Fund |
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Vanguard Institutional 500 Index Trust |
Vanguard 500 Index Fund |
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Vanguard Institutional Extended Market Index Trust |
Vanguard Extended Market Index Fund |
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Vanguard Employee Benefit Index Fund |
Vanguard Institutional Index Fund |
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Vanguard Employee Benefit Index
Fund |
Vanguard 500 Index Fund |
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Vanguard Russell 1000 Growth Index
Trust |
Vanguard Russell 1000 Growth Index
Fund |
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Vanguard Russell 1000 Value Index
Trust |
Vanguard Russell 1000 Value Index
Fund |
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Vanguard Russell 2000 Growth Index
Trust |
Vanguard Russell 2000 Growth Index
Fund |
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Vanguard Russell 2000 Value Index
Trust |
Vanguard Russell 2000 Value Index
Fund |
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Vanguard Target Retirement Trust |
Vanguard Institutional Target
Retirement Fund (full suite) |
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Financial intermediary clients. Financial intermediaries generally may hold Institutional Plus Shares for the benefit of their underlying clients provided that: |
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(9) |
each underlying investor individually meets the investment minimum amount described above; and |
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(10) |
the financial intermediary agrees to monitor ongoing compliance of the underlying investor accounts with the investment minimum amount; or |
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(11) |
an arrangement is established between VGI and the financial intermediary to allow VGI to monitor compliance with the eligibility requirements. |
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Home office model portfolios offered on wealth management platforms administered by financial intermediaries may offer Institutional Plus Shares, provided:
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(12) |
the financial intermediary in aggregate at the firm level, excluding custody assets, has total assets of at least $25 billion invested in Vanguard; and |
|
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(13) |
the financial intermediary in aggregate at the firm level, excluding custody assets, meets the investment minimum of Institutional Plus Shares for the Fund. |
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A home office model portfolio must meet the following criteria:
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(14) |
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); |
|
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(15) |
the allocations and Funds used in the model portfolios on the platform are not subject to change by individual financial advisors; and |
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(16) |
an arrangement is established between VGI and the financial intermediary to allow VGI to monitor compliance with the eligibility requirements. |
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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. |
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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:
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· |
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. |
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Financial intermediary clients. Financial intermediaries generally may hold Institutional Select Shares for the benefit of their underlying clients provided that: |
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(17) |
each underlying investor individually meets the investment minimum amount described above; and |
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(18) |
the financial intermediary agrees to monitor ongoing compliance of the underlying investor accounts with the investment minimum amount; or |
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(19) |
an arrangement is established between VGI and the financial intermediary to allow VGI to monitor compliance with the eligibility requirements. |
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· |
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. |
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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: July 24, 2020
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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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22 |
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. |
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33 |
Admiral Shares of the Vanguard Cash Reserves Federal Money Market Fund are available to financial intermediaries that serve as mutual fund supermarkets. |
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44 |
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. Admiral Shares of the Vanguard Cash Reserves Federal Money Market Fund are available to SIMPLE IRAs and Vanguard Individual 401(k) Plans. |
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55 |
For purposes of this Schedule B, this is not intended to include robo advisors. |
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66 |
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. |
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Material Changes to the Code of Ethics
The Code of Ethics was materially changed when a de minimis exemption was provided for personal trades. The de minimis exception allows a high-level review for trades where the issuer is included in the S&P 100 and the total trade amount is less than $100,000. The employee is not allowed to make a trade in the same security for 30 days. Due to the size of trades made on behalf of our clients, we believe that a trade meeting these requirements would not impact the clients' trades or have an overall impact on the market. Trades that do not meet the de minimis threshold have a blackout period that generally prohibits from the buying of selling of a security for a period of 7 calendar days before or after any transaction in the same issuer by a client account. In addition, employees cannot profit from the purchase and sale, or the sale and purchase of a security over a 60-day period.
A copy of the revised Code of Ethics was provided to Vanguard at the time it was adopted in October 2019, but is also included with the additional documentation included with the U.S. Annual Compliance Certification.
Code of Ethics for Employees of PRIMECAP Management Company
Amended and Restated effective October 1, 2019
Standards of Conduct - Our Clients Come First
This Code of Ethics is based on the principle that all PRIMECAP employees owe a fiduciary duty to the firm's clients. At no time shall an employee (i) defraud a client through any scheme or artifice; (ii) mislead a client by making untrue statements or omit material information; or (iii) engage in any fraudulent or manipulative act, practice, or course of business that operates or would operate as a fraud or deceit on the clients. All PRIMECAP employees are to adhere to policies and procedures pertaining to their personal securities transactions in such a manner as to avoid: (i) serving their own personal interests ahead of clients; (ii) taking advantage of their position; and (iii) any actual or potential conflicts of interest.
Our business is highly regulated. It is PRIMECAP's intention to operate within the letter and the spirit of the law. It is each employee's responsibility to understand the laws that govern our business and to follow those laws. PRIMECAP is committed to making sure that the resources are available to each employee to understand the rules of our business and their role in complying. It is also PRIMECAP's expectation that each employee holds himself or herself to an even higher standard: Always conduct business properly and do the right thing.
Covered Persons
All employees of PRIMECAP are covered by this Code of Ethics. All PRIMECAP employees must certify their understanding and adherence to the Code of Ethics within 10 days of their employment and annually thereafter. Adherence to this Code of Ethics is a condition of employment with PRIMECAP. Employees who violate this Code of Ethics are subject to disciplinary action including termination.
Temporary employees and consultants to PRIMECAP may also be deemed to be subject to this Code, as determined on a case-by-case basis by the Chief Compliance Officer ("CCO") and/or other members of PRIMECAP's senior management.
Personal Investment Activity
It is basic policy that no PRIMECAP employee shall be permitted to benefit from the firm's investment activities made on behalf of clients. Each PRIMECAP employee is considered an "access person" within the meaning of Rule 204A-1 of the Investment Advisers Act of 1940. An access person is presumed to be a beneficial owner of securities that are held by his or her immediate family members sharing the access person's household. An employee is also
1
considered to have beneficial ownership if the employee has a direct or indirect beneficial interest (e.g. joint accounts, trustee accounts, partnerships, investment clubs, estates, or closely held corporations in which the employee has a beneficial interest).
As noted under "Covered Persons", there may be additional persons who are not PRIMECAP employees who may become subject to the Code of Ethics. The determination of whether or not a person should be considered an "access person" and subject to the Code of Ethics (and which provisions should apply i.e. preclearance, reporting, etc.) will be at the discretion of the CCO and the other members of PRIMECAP's senior management. The determination will be made based on a person's role with PRIMECAP and access to sensitive trading, holdings, or other investment information.
"Beneficial Ownership" is interpreted in the same manner as it would be under Rule 16a-1(a)(2) in determining whether a person has beneficial ownership of a security for purposes of Section 16 of the 1934 Act. In general, beneficial ownership means that a person, directly, or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, has or shares a direct or indirect pecuniary interest in the securities. A pecuniary interest means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the securities. An indirect pecuniary interest includes (i) securities held by a member of a person's immediate family sharing the same household; (ii) securities held in accounts managed by a third party in which the employee has beneficial ownership; (iii) a person's interest in securities held by a trust; and (iv) a person's right to acquire securities through the exercise of a derivative security. The definition of "beneficial ownership" is complex, and if you have any question whether you have a beneficial interest in a security, please consult with the CCO. Any report filed under this Code may state that the report is not to be construed as an admission that the person making the report has any direct or indirect beneficial ownership in the security to which the report relates.
In certain cases, an employee may have a financial interest in an account where he or she does not have any direct or indirect influence or control. For example, an account may exist where (i) the employee does not control or influence the investment decisions for any specified account of a spouse, child, or dependent person; and (ii) the person or persons making the investment decisions for such account do not make such decisions, in whole or in part, upon information that the certifying employee has provided. Similarly, from time to time an employee may have a financial interest in an account that is managed by another investment adviser on a fully discretionary basis. In such situations, an employee may make a certification to the CCO and at the discretion of the CCO, the CCO may grant exception to the pre-clearance requirements.
Securities held or traded in an exempt/managed account where the employee has beneficial ownership are required to be included in the employee's initial, annual, and quarterly reports. The initial holdings report is due within 10 days of the new employee's start date. The annual holdings report is due within 30 days after each calendar year end. The quarterly transaction report is due within 30 days after each calendar quarter end. The securities or transactions need not be listed if a duplicate copy of the employee's annual holdings or quarterly transactions is
2
received from the broker. PRIMECAP and its CCO may rely on other automated systems to meet the reporting requirements.
Any actual or appearance of a conflict of interest in the trading in the employee's exempt/managed account may render these accounts subject to all of the provisions of this Code.
Prohibition on Short-Term Trading
No employee shall profit from the purchase and sale, or sale and purchase, of the same or equivalent securities (excluding short-term cash equivalent securities) within 60 calendar days.
Preclearance
All access persons must receive preclearance prior to trading any security. The only blanket exceptions to the preclearance requirements are (i) commodities; (ii) direct obligations of the U.S. Government; (iii) open end mutual funds; and (iv) Closed end funds or Exchange Traded; and
(v)fixed income securities rated A or higher by S&P, Moody's or an equivalent ratings agency; and money market/cash equivalent securities with less than a year to maturity. Other fixed income securities, options, and futures are subject to preclearance requirements. An employee must seek pre-clearance from the CCO if he or she intends to purchase any securities in a private placement or private fund (including hedge funds, private equity funds, and venture capital funds) in his or her personal account.
De minimis exception: PRIMECAP employees will automatically receive preclearance for any trades of large-cap stocks included in the S&P100 where the anticipated trade amount is less than $100,000. These transactions are reportable on the quarterly transactions report and are monitored and reviewed by the CCO. Only one trade per this de minimis exception every 30 days is permitted.
Trading Window
When an employee receives preclearance, he or she has one trading day to execute the trade for which preclearance was granted. If preclearance was received during market hours, the current day counts as the trade day of the preclearance window. If the employee cannot complete the trade in one trade day, the employee should request preclearance authorization for the next trading day. If preclearance is received after the market is closed, the next trading day is the trade day of the preclearance window.
Reporting
Within 10 days of employment at PRIMECAP and annually as of December 31, each person covered by this Code of Ethics is required to report his or her "reportable securities" to the firm. A "reportable security" means any type of investment with the exception of open-end mutual funds not managed by PRIMECAP, commodities, and direct obligations of the United States Government. The full list of personal holdings is due within 10 days from the start of employment
3
(the information must be current and no more than 45 days from the employment start date). Existing covered persons are required to provide their present holdings by January 30 (as of December 31 of the previous year) each calendar year.
Mutual Funds managed by PRIMECAP (the Odyssey Funds and the Vanguard Funds managed by PRIMECAP), closed-end funds, exchange traded funds, commodities, cryptocurrencies, and fixed income securities do not require preclearance; however, these securities are required to be reported in all holdings reports.
On a quarterly basis, each PRIMECAP employee is required to submit a list of trades of reportable securities made during the last calendar quarter. This report is due within 30 calendar days. If an employee so chooses, he or she may comply with the Code of Ethics by having duplicate statements and/or trade confirms from any or all brokerage accounts sent to PRIMECAP's CCO. It is strongly recommended that each employee submit duplicate statements to ensure compliance with this Code of Ethics. Each employee is responsible for ensuring that his or her brokerage firm continues to send statements. As mentioned previously, PRIMECAP and its CCO may rely on other automated solutions to meet the reporting requirements.
Each employee should let their brokerage firm know that they are an employee of an investment adviser and are subject to PRIMECAP'S Code of Ethics. This question is commonly asked when an account is opened.
Charitable donations of securities (the actual security must be donated) should be reported on the quarterly transaction report but do not need to be precleared.
Blackout Periods
PRIMECAP access persons are generally prohibited from buying or selling a security for a period of 7 calendar days before or after any transaction in the same issuer by a client account for which PRIMECAP serves as investment adviser or sub-adviser.
In considering whether or not to preclear a personal account transaction for an access person, the CCO will review trading activity for the previous 7 calendar days to ensure that no trades have been made within client portfolios. The CCO will also review the trade blotter for any orders in the security. The CCO will also consult with the analyst covering the stock and portfolio managers to see if they have intention to trade the stock in the upcoming 7 calendar days. Preclearance will be granted or denied based on these factors.
From time to time, circumstances may change between the time that preclearance was granted and the end of the blackout period. For example, the price of a stock may change, and a portfolio manager or analyst may wish to buy or sell on behalf of a client based on the price change. Another example would be if a client made additional investments or recalled capital in an account necessitating action by PRIMECAP's portfolio managers. In these cases, it is incumbent upon the portfolio managers to act in the client's best interest.
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When the situation arises where an access person purchases a security within the 7 days prior to a client trading in the same name, the access person is required to hold the security for 6 months. In the instance where the access person sells a security prior to a client's trade in the same name, the CCO will review the circumstances surrounding the trade that occurred after an access person's trade and take appropriate action based upon the circumstances. This could include requiring an employee to make representations that they had no prior knowledge of the circumstances that necessitated trading in the client portfolio.
The blackout period may be waived as it applies to the sale of a Covered Security if the CCO 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). Also, the blackout period does not apply to transactions approved based in the de minimis exemption.
Prohibited Transactions by Covered Persons
No covered person may:
•Acquire any securities in an initial public offering;
•Purchase and sell the same security or an equivalent security with 60 days;
•Sell shares of a mutual fund managed by PRIMECAP within 30 days following a purchase (shares purchased through an established Automatic Investment Plan or an Automatic Dividend Reinvestment Plan are exempt);
•Purchase or write options where the underlying security is on the action list;
•Purchase or sell single stock futures where the underlying security is on the action list;
•Transact in any security on any applicable firm-wide restricted list;
•Engage in any investment strategy that could undermine or bet against the investment strategy of PRIMECAP.
Annual Certification
In addition to annual holdings reports, each covered person shall certify on an annual basis that they have read, understand, and have complied with this Code of Ethics. Each PRIMECAP employee is required to bring any violation or potential violation of this Code of Ethics to the CCO immediately upon becoming aware of the violation.
Violations of the Code of Ethics
Violations of the Code of Ethics are handled on a case by case basis. Disciplinary action could include disgorgement of profits, demotion, loss of pay, and termination of employment.
Unforeseen Circumstances and Subjective Judgment
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This Code of Ethics was based on the needs of PRIMECAP at the time it was drafted. It is reviewed periodically and the Firm and its CCO undertake to keep the Code of Ethics relevant and current. From time to time, personal trading issues arise that are not specifically considered by this Code of Ethics. In these instances, the CCO and other members of PRIMECAP's senior management will determine a course of action. It is expected that any PRIMECAP employee involved in a situation of this nature fully cooperate in gathering facts around this type of situation. The determination made by the firm and the CCO will be documented and kept with the Code of Ethics records.
Evaluation of personal trading issues often requires subjective judgment by the firm and the CCO. In each case, the firm and the CCO will evaluate the situation placing the client's interest ahead of the covered person's interest.
Outside Business Activities
It is the responsibility of every PRIMECAP employee to avoid the appearance of, as well as any actual, conflict of interest via influence, ownership, or other relationships that put the employee's interest in contention with the Firm's or the Firm's clients' interests. Employees shall avoid any situation that could create the appearance of their loyalty being unduly divided; furthermore, employees shall promptly disclose to the Firm's COO any situation where actual or potential conflicts may exist or may appear to exist. To reduce the potential for any appearance of conflict of interest, the Firm's employees shall not engage in any outside professional activities for compensation without having first obtained written permission from the Firm 's COO. Examples of such outside professional activities include but are not limited to the following: speaking engagements, consulting services, conducting research, report writing, and any investment advisory services. Other examples of conflicts include, but are not limited to, spousal employment and/or affiliations with other financial service companies, advisers, brokers, etc.
PRIMECAP recognizes that you may engage in charitable activities in your personal time. Occasionally, these activities may also create a conflict of interest (for example serving on an investment committee for a religious group or a university) where you are providing oversight or guidance on an organization's investments. This type of activity should also be disclosed to the firm through the COO.
Directorships in public companies (or companies reasonably expected to become public companies) will generally not be permitted, while service with charitable organizations generally will be permitted.
The COO will report approved outside business activities to the CCO.
Sensitive Information
As a PRIMECAP employee, you will likely come in contact with sensitive information from time to time. It is also the responsibility of PRIMECAP employees to protect the confidentiality of all proprietary, sensitive, or other confidential information communicated to PRIMECAP or such
6
employees by its client. These policies and procedures are developed to ensure proper compliance monitoring and that each employee is held to the highest ethical standards.
Insider Trading
Under no circumstances may a PRIMECAP employee engage in insider trading. This means that no PRIMECAP employee may (i) purchase or sell a security on behalf of himself or herself or on behalf of a client on the basis of material, nonpublic information; or (ii) communicate material, nonpublic information about a company to another person where the communication leads to, or is intended to lead to, a purchase or sale of securities of such company.
Any PRIMECAP employee that believes that they have received insider information should contact the CCO or Director of Research immediately. Please be aware that severe civil and criminal penalties exist as punishment for those found to have engaged in insider trading.
Trading Information
Information pertaining to securities trades made in a client's account should be treated as sensitive information and should not be disclosed outside of the firm.
Personally Identifiable Information (PII)
Most PRIMECAP employees do not have access to personally identifiable information of the firm's clients or shareholders of mutual funds that PRIMECAP manages. If an employee receives information containing PII or other sensitive information for any client or fund shareholder, they should immediately bring this information to the CCO.
Gifts and Entertainment
No employee shall solicit anything of value, either directly or indirectly, from broker-dealers or other persons providing services to the firm because of such person's association with the firm.
PRIMECAP employees may provide or accept a business entertainment event, such as an occasional meal or a sporting event, of reasonable value, as long as the person or entity providing the entertainment is present ("bona fide" business entertainment). Additionally, a holiday gift of fruit or other goods are acceptable if such a gift is made available to all PRIMECAP employees.
PRIMECAP employees may never receive cash in any amount as a gift. PRIMECAP employees may not receive gifts of travel or lodging in connection with an entertainment opportunity.
It is acceptable if an employee attends a conference where the meals and entertainment are provided to all attendees and no preferential treatment is given to PRIMECAP.
Each employee is responsible for assessing the value of the gifts received in a reasonable manner. The CCO will evaluate the gifts when deemed necessary. Employees may use $100 value as a reasonable amount in determining whether the value of a gift is appropriate. Employees may use
7
$250 as a reasonable value in determining whether the entertainment such as a sporting event is appropriate, though the location of the event could play a significant role.
All gifts and entertainment valued greater than $100 must be disclosed to the firm (excluding bona fide business entertainment). Alternatively, the employee may make the gift available to all PRIMECAP employees for raffle.
Client Requests for Code of Ethics
PRIMECAP is committed to its fiduciary duty to the clients. It is PRIMECAP's policy that we honor every client's request for a copy of the Code of Ethics.
8
Code of Ethics
Personal investing Gifts and entertainment Outside activities Client confidentiality
Brendan J. Swords
Chairman and Chief
Executive Officer
The reputation of a thousand years may be determined by the conduct of one hour.
– Ancient proverb
A message from our CEO
Our business is built on a foundation of trust — the trust of our clients, earned over many years. It is our most valuable asset, and if lost, it cannot easily be regained. There are examples across our industry of companies that have lost sight of this lesson, and they serve as strong reminders that our business requires a mindset of eternal vigilance.
Each and every one of us has a role to play in sustaining our clients' trust. We must test every decision we make, no matter how small, against our fiduciary obligations and our high ethical standards. If there is the slightest doubt about whether a decision is in the best interests of our clients, then bring it to someone's attention — your manager, the Legal and Compliance team, or any of my direct reports. But don't just let it go. This is what it means to be a fiduciary: complete dedication to conscientious stewardship of client assets.
To support this mandate, our Code of Ethics sets out standards for our personal conduct, including personal investing, acceptance of gifts and entertainment, outside activities, and client confidentiality. Please take the time to read the Code, familiarize yourself with the rules, and determine what you need to do to comply with them. Remember, too, that while our Code of Ethics is reviewed and updated regularly, no set of rules can address every possible circumstance. And so I ask you to remain vigilant, exercise good judgment, ask for help when you need it, consider
not just the letter but the spirit of the laws that govern our industry, and do your part to safeguard our clients' trust.
Sincerely,
Brendan J. Swords Chief Executive Officer
Contents
Standards of conduct . . . . . . . . . |
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. 1. . . . . . . . . . . |
Who is subject to the Code of Ethics? |
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Personal investing . . . . . . . . . . . . . . . . . . |
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. 2 |
Which types of investments and related activities
are prohibited? . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Which investment accounts must be reported? . . . . . . . . . . . 3 What are the reporting responsibilities for all personnel? . . . . . . . 4 What are the preclearance responsibilities for all personnel? . . . . . 5 What are the additional requirements for investment professionals? . . 6
Gifts and entertainment . . . . . . . . . . |
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7 |
Outside activities . . . . . . . . . . . . . |
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. .8. . . . . . . |
Client confidentiality . . . . . . . . . . . . |
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8. . . . |
How we enforce our Code of Ethics . |
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Exceptions from the Code of Ethics |
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Closing . . . . . . . . . . . . . . . . . . . . |
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.9. . . . . . . . . |
Wellington Management Code of Ethics |
1 |
Standards of conduct
Our standards of conduct are straightforward and essential. Any transaction or activity that violates either of the standards of conduct below is prohibited, regardless of whether it meets the technical rules found elsewhere in the Code of Ethics.
1.We act as fiduciaries to our clients. Each of us must put our clients' interests above our own and must not take advantage of our management of clients' assets for our own benefit. Our firm's policies and procedures implement these principles with respect to our conduct of the firm's business. This Code of Ethics implements the same principles with respect to our personal conduct. The procedures set forth in the Code govern specific transactions, but each of us must be mindful at all times that our behavior, including our personal investing activity, must meet our fiduciary obligations to our clients.
2.We act with integrity and in accordance with both the letter and the spirit of the law. Our business is highly regulated, and we are committed as a firm to compliance with those regulations. Each of us must also recognize our obligations as individuals to understand and obey the laws that apply to us in the conduct of our duties. They include laws and regulations that apply specifically to investment advisors, as well as more broadly applicable laws ranging from the prohibition against trading on material nonpublic information and other forms of market abuse to anticorruption statutes such as the US Foreign Corrupt Practices Act and the UK Bribery Act. The firm provides training on their requirements. Each of us must take advantage of these resources to ensure that our own conduct complies with the law.
Who is subject to the Code of Ethics?
Our Code of Ethics applies to all employees of Wellington Management and its affiliates around the world. Its restrictions on personal investing also apply to temporary personnel (including co-ops and interns) and consultants whose tenure with Wellington Management exceeds 90 days and who are deemed by the Chief Compliance Officer to have access to nonpublic investment research, client holdings, or trade information.
All Wellington Management personnel receive a copy of the Code of Ethics (and any amendments) and must certify, upon joining the firm and annually thereafter, that they have read and understood it and have complied with its requirements.
Adherence to the Code of Ethics is a basic condition of employment. Failure to adhere to our Code of Ethics may result in disciplinary action, including termination of employment.
If you have any doubt as to the appropriateness of any activity, believe that you have violated the Code, or become aware of a violation of the Code by another individual, you should consult the manager of the Code of Ethics Team, Chief Compliance Officer, General Counsel, or Chair of the Ethics Committee. You also have the right to report violations of law or regulation directly to relevant governmental agencies. You do not need the firm's prior authorization to make any such report or disclosures and are not required to notify the firm that you have done so.
For additional information regarding our Code of Ethics Policy refer to the Guide to Our Policy document available on the firm's Intranet.
Wellington Management Code of Ethics |
2 |
Personal investing
As fiduciaries, each of us must avoid taking personal advantage of our knowledge of investment activity in client accounts. Although our Code of Ethics sets out a number of specific restrictions on personal investing designed to reflect this principle, no set of rules can anticipate every situation. Each of us must adhere to the spirit, and not just the letter, of our Code in meeting this fiduciary obligation to our clients.
Which types of investments and related activities are prohibited?
Our Code of Ethics prohibits the following personal investments and investment-related activities:
•Purchasing or selling the following:
–Initial public offerings (IPOs) of any securities
–Securities of an issuer being bought or sold on behalf of clients until one trading day after such buying or selling is completed or canceled
–Securities of an issuer that is the subject of a new, changed, or reissued but unchanged action recommendation from a global industry research or fixed income credit analyst until two business days following issuance or reissuance of the recommendation
–Securities of an issuer that is mentioned at the Morning Meeting or the Early Morning Meeting until two business days following the meeting
–Securities that are the subject of a firmwide restriction
–Single-stock futures
–Options with an expiration date that is within 60 calendar days of the transaction date
–Securities of broker/dealers (or their affiliates) that the firm has approved for execution of client trades
–Securities of any securities market or exchange on which the firm trades on behalf of clients
•Purchasing an equity security if your aggregate ownership of the equity security exceeds 0.05% of the total shares outstanding of the issuer
•Taking a profit from any trading activity within a
60 calendar day window
•Using a derivative instrument to circumvent a restriction in the Code of Ethics
Short-term trading
You are prohibited from profiting from the purchase and sale (or sale and purchase) of the same or equivalent securities within 60 calendar days. For example, if you buy shares of stock (or options on such shares) and then sell those shares within 60 days at a profit, an exception will be identified and any gain from the transactions must be surrendered. Gains are calculated based on a last in, first out (LIFO) method for purposes of this restriction. This short-term trading rule does not apply to securities exempt from the Code's preclearance requirements.
Wellington Management Code of Ethics |
3 |
Which investment accounts must be reported?
You are required to report any investment account over which you exercise investment discretion or from which any of the following individuals enjoy economic benefits: (i) your spouse, domestic partner, or minor children, and (ii) any other dependents living in your household,
and
that holds or is capable of holding any of the following covered investments:
•Shares of stocks, ADRs, or other equity securities (including any security convertible into equity securities)
•Bonds or notes (other than sovereign government bonds issued by Canada, France, Germany, Italy, Japan, the United Kingdom, or the United States, as well as bankers' acceptances, CDs, commercial paper, and high-quality, short-term debt instruments)
•Interest in a variable annuity product in which the underlying assets are held in a subaccount managed by Wellington Management
•Shares of exchange-traded funds (ETFs)
•Shares of closed-end funds
•Options on securities
•Securities futures
•Interest in private placement securities (other than Wellington Management sponsored products)
•Shares of funds managed by Wellington Management (other than money market funds)
Please see Appendix A for a detailed summary of reporting requirements by security type.
For purposes of the Code of Ethics, these investment accounts are referred to as reportable accounts. Examples of common account types include brokerage accounts, retirement accounts, employee stock compensation plans, and transfer agent accounts. Reportable accounts also include those from which you or an immediate family member may benefit indirectly, such as a family trust or family partnership, and accounts in which you have a joint ownership interest, such as a joint brokerage account.
Accounts not requiring reporting
You do not need to report the following accounts via the Code of Ethics System since the administrator will provide the Code of Ethics Team with access to relevant holdings and transaction information:
•Accounts maintained within the Wellington Retirement and Pension Plan or similar firm-sponsored retirement or benefit plans identified by the Ethics Committee
•Accounts maintained directly with Wellington Trust Company or other Wellington Management
Sponsored Products
Although these accounts do not need to be reported, your investment activities in these accounts must comply with the standards of conduct embodied in our Code of Ethics.
Non-volitional transactions include:
Investments made through automatic dividend reinvestment or rebalancing plans and stock purchase plan acquisitions
Transactions that result from corporate actions applicable to all similar security holders (such as splits, tender offers, mergers, and stock dividends)
Wellington Management Code of Ethics |
4 |
Managed account exemptions
An account from which you or immediate family members could benefit financially, but over which neither you nor they have any investment discretion or influence (a managed account), may be exempted from the Code of Ethics' personal investing requirements upon written request and approval. An example of a managed account would be a professionally advised account about which you will not be consulted or have any input on specific transactions placed by the investment manager prior to their execution.
Designated Brokers For U.S. Reportable Accounts
U.S-based reportable accounts must be held at one or more of the brokers on the Designated Brokers List. This requirement does not apply to managed accounts that are exempt from certain provisions of the Code of Ethics, employee stock purchase and stock option plans and other accounts (including pension, retirement and compensation accounts) required to be held at a specific broker.
New employees must transfer all reportable accounts to a Designated Broker within 45 days from the start of their employment.
What are the reporting responsibilities for all personnel?
Initial and annual holdings reports
You must disclose all reportable accounts and all covered investments you hold within 10 calendar days after you begin employment at or association with Wellington Management. You will be required to review and update your holdings and securities account
information annually thereafter.
For initial holdings reports, holdings information must be current as of a date no more than 45 days prior to the date you became covered by the Code of Ethics. Please note that you cannot make personal trades until you have filed an initial holdings report via the Code of Ethics System on the Intranet.
For subsequent annual reports, holdings information must be current as of a date no more than 45 days prior to the date the report is submitted. Please note that your annual holdings report must account for both volitional and non-volitional transactions.
At the time you file your initial and annual reports, you will be asked to confirm that you have read and understood the Code of Ethics and any amendments.
Quarterly transactions reports
You must submit a quarterly transaction report no later than 30 calendar days after quarter-end via the Code of Ethics System on the Intranet, even if you did not make any personal trades during that quarter. In the reports, you must either confirm that you did not make any personal trades (except for those resulting from non-volitional events) or provide information regarding all volitional transactions in covered investments.
Duplicate statements and trade confirmations
For each of your reportable accounts, you are required to provide duplicate statements and duplicate trade confirmations to Wellington Management.
Wellington Management Code of Ethics |
5 |
What are the preclearance responsibilities for all personnel?
Preclearance of publicly traded securities
You must receive clearance before buying or selling stocks, bonds, options, and most other publicly traded securities in any reportable account. A full list of the categories of publicly traded securities requiring preclearance, and of certain exceptions to this requirement, is included in Appendix A. Transactions in accounts that are not reportable accounts do not require preclearance or reporting.
Preclearance requests must be submitted online via the Code of Ethics System, which is accessible through the Intranet. If clearance is granted, the approval will be effective for a period of 24 hours. If you preclear a transaction and then place a limit order with your broker, that limit order must either be executed or expire at the end of the 24-hour period. If you want to execute the order after the 24-hour period expires, you must resubmit your preclearance request.
Please note that preclearance approval does not alter your responsibility to ensure that each personal securities transaction complies with the general standards of conduct, the reporting requirements, the restrictions on short-term trading, or the special rules for investment professionals set out in our Code of Ethics..
Caution on short sales, margin transactions, and options
You may engage in short sales and margin transactions and may purchase or sell options provided you receive preclearance and meet all other applicable requirements under our Code of Ethics (including the additional rules for investment professionals described on page 7). Please note, however, that these types of transactions can have unintended consequences. For example, any sale by your broker to cover a margin call or to buy in
a short position will be in violation of the Code unless precleared. Likewise, any volitional sale of securities acquired at the expiration of a long call option will be in violation of the Code unless precleared. You are responsible for ensuring any subsequent volitional actions relating to these types of transactions meet the requirements of the Code.
Preclearance of private placement securities
You cannot invest in securities offered to potential investors in a private placement without first obtaining prior approval. 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 client accounts (e.g., upon a future public offering), and
•you are being offered the opportunity due to your employment at or association with Wellington Management.
Investments in our own privately offered investment vehicles (our Sponsored Products), including collective investment funds and common trust funds maintained by Wellington Trust Company, na, our hedge funds, and our non-US domiciled funds, have been approved under the Code and therefore do not require the submission of a Private Placement Approval Form.
Wellington Management Code of Ethics |
6 |
What are the additional requirements for investment professionals?
If you are a portfolio manager, research analyst, or other investment professional who has portfolio management responsibilities for a client account (e.g., designated portfolio manager, backup portfolio manager, investment team member), or who otherwise has direct authority to make decisions to buy or sell securities in a client account (referred to here as an investment professional), you are required to adhere to additional rules and restrictions on your personal securities transactions. However, as no set of rules can anticipate every situation, you must remember to place our clients' interests first whenever you tr ansact in securities that are also held in client accounts you manage.
The following provisions of the code are intended to allow investment professionals to make long-term investments in securities. However, you may not be able to sell personal investments for extended periods of time and therefore should consider the liquidity, tax planning, market, and similar risks associated with making personal investments in securities of an issuer that are or may be held in client accounts.
•Investment Professional Blackout Periods — You cannot buy or sell a security for a period of
14 calendar days before or after any transaction in the same issuer by a client account for which you serve as an investment professional. In addition, You may not sell personal holdings in a security of the same issuer that is held by a client account for which you serve as an investment professional until the later of the following periods: (i) one calendar year from the date of your last purchase and (ii) 90 calendar days after all of your client accounts liquidate all holdings of the same issuer.
If you anticipate receiving a cash flow or redemption request in a client portfolio that will result in the purchase or sale of securities that you also hold in your personal account, you should take care to avoid transactions in those securities in your personal account in the days leading up to the client transactions. However, unanticipated cash flows and redemptions in client accounts and unexpected market events do occur from time to time, and a personal trade made in the prior 14 days should never prevent you from buying or selling a security in a client account if the trade would be in the client's best interest. If you find yourself in that situation and need to buy or sell a security in a client account within the 14 calendar days following your personal transaction in a security of the same issuer, you should attempt to notify the Code of Ethics Team or your local Compliance Officer in advance of placing the trade. If you are unable to reach any of those individuals and the trade is time sensitive, you should proceed with the client trade and notify the Code of Ethics Team promptly after submitting it.
•Short Sales by an Investment Professional — An investment professional may not personally take a short position in a security of an issuer in which he or she holds a long position in a client account.
Wellington Management Code of Ethics |
7 |
Gifts and entertainment
Our guiding principle of "client, firm, self" also governs the receipt of gifts and entertainment from clients, consultants, brokers/dealers, research providers, vendors, companies in which we may invest, and others with whom the firm does business. As fiduciaries to our clients, we must always place our clients' interests first and cannot allow gifts or entertainment opportunities to influence the actions we take on behalf of our clients. In keeping with this standard, you must follow several specific requirements:
Accepting Gifts — You may only accept gifts of nominal value, which include logoed items, flower arrangements, gift baskets, and food, as well as other gifts with an approximate value of less than US$100 or the local equivalent per year from a single source. You may not accept a gift of cash, including a cash equivalent such as a gift card, regardless of the amount. If you receive a gift that violates the Code, you must return the gift or consult with the Chief Compliance Officer to determine appropriate action under the circumstances.
Accepting Business Meals — Business meals are permitted provided that neither the cost nor the frequency is excessive and there is a legitimate business purpose. If the host is a broker/dealer or research provider, the host must be reimbursed for the full amount of your proportionate share of the total cost of the meal if the approximate value of the meal is more than US$100 or the local equivalent.
Accepting Entertainment Opportunities — The firm recognizes that participation in entertainment opportunities with representatives from organizations with which the firm does business, such as con- sultants, broker/dealers, research providers, vendors, and companies in which we may invest, can help to further legitimate business interests. However, participation in such entertainment opportunities should be infrequent and is subject to the following conditions:
1.A representative of the hosting organization must be present;
2.The primary purpose of the event must be to discuss business or to build a business relationship;
3.You must receive prior approval from your business manager;
4.If the host is a broker/dealer or research provider, the host must be reimbursed for the full amount of the entertainment opportunity; and
5.For all other entertainment opportunities, the host must be reimbursed for the full face value of any entertainment ticket(s) if:
•the entertainment opportunity requires a ticket with a face value of more than US$200 or the local equivalent, or is a high-profile event (e.g., a major sporting event),
•you wish to accept more than one ticket, or
•the host has invited numerous Wellington Management representatives.
Business managers must clear their own participation under the circumstances described above with the Chief Compliance Officer or Chair of the Ethics Committee.
Please note that even if you pay for the full face value of a ticket, you may attend the event only if the host is present.
Lodging and Air Travel — You may not accept a gift of lodging or air travel in connection with any entertainment opportunity. If you participate in an entertainment opportunity for which lodging or air travel is paid for by the host, you must reimburse the host for the equivalent cost, as determined by Wellington Management's travel manager.
Wellington Management Code of Ethics |
8 |
Soliciting Gifts, Entertainment Opportunities, or Contributions — In your capacity as an employee of the firm, you may not solicit gifts, entertainment opportunities, or charitable or political contributions for yourself, or on behalf of clients, prospects, or others, from brokers, vendors, clients, or consultants with whom the firm conducts business or from companies in which the firm may invest.
Sourcing Entertainment Opportunities — You may not request tickets to entertainment events from the firm's Trading department or any other Wellington Management department, or employee, nor from any broker, vendor, company in which we may invest, or other organization with which the firm conducts business.
Outside activities
While the firm recognizes that you may engage in business or charitable activities in your personal time, you must take steps to avoid conflicts of interest between your private interests and our clients' interests. As a result, all significant outside business or charitable activities (e.g., additional employment, consulting work, directorships or officerships) must be approved by your business manager and by the Chief Compliance Officer, General Counsel, or Chair of the Ethics Committee prior to the acceptance of such a position (or if you are new, upon joining the firm). Approval will be granted only if it is determined that the activity does not present a significant conflict of interest. Directorships in public companies (or companies reasonably expected to become public companies) will generally not be authorized, while service with charitable organizations generally will be permitted.
Client confidentiality
Any nonpublic information concerning our clients that you acquire in connection with your employment at the firm is confidential. This includes information regarding actual or contemplated investment decisions, portfolio composition, research recommendations, and client interests. You should not discuss client business, including the existence of a client relationship, with outsiders unless it is a necessary part of your job responsibilities.
How we enforce our Code of Ethics
Legal and Compliance is responsible for monitoring compliance with the Code of Ethics. Members of Legal and Compliance will periodically request certifications and review holdings and transaction reports for potential violations. They may also request additional information or reports.
It is our collective responsibility to uphold the Code of Ethics. In addition to the formal reporting requirements described in this Code of Ethics, you have a responsibility to report any violations of the Code. If you have any doubt as to the appropriateness of any activity, believe that you have violated the Code, or become aware of a violation of the Code by another individual, you should consult the manager of the Code of Ethics Team, Chief Compliance Officer, General Counsel, or Chair of the Ethics Committee.
Wellington Management Code of Ethics |
9 |
Potential violations of the Code of Ethics will be investigated and considered by representatives of Legal and Compliance and/or the Ethics Committee. All violations of the Code of Ethics will be reported to the Chief Compliance Officer. Violations are taken seriously and may result in sanctions or other consequences, including:
•a warning
•referral to your business manager and/or senior management
•reversal of a trade or the return of a gift
•disgorgement of profits or of the value of a gift
•a limitation or restriction on personal investing
•termination of employment
•referral to civil or criminal authorities
If you become aware of any potential conflicts of interest that you believe are not addressed by our Code of Ethics or other policies, please contact the Chief Compliance Officer, the General Counsel, or the manager of the Code of Ethics Team.
Exceptions from the Code of Ethics
The Chief Compliance Officer may grant an exception from the Code, including preclearance, other trading restrictions, and certain reporting requirements on a case-by-case basis if it is determined that the proposed conduct involves no opportunity for abuse and does not conflict with client interests. Exceptions are expected to be rare.
Closing
As a firm, we seek excellence in the people we employ, the products and services we offer, the way we meet our ethical and fiduciary responsibilities, and the working environment we create for ourselves. Our Code of Ethics embodies that commitment. Accordingly, each of us must take care that our actions fully meet the high standards of conduct and professional behavior we have adopted. Most importantly, we must all remember "client, firm, self" is our most fundamental guiding principle.
Wellington Management Code of Ethics |
10 |
APPENDIX A – PART 1
No Preclearance or Reporting Required:
Open-end investment funds not managed by Wellington Management1
Interests in a variable annuity product in which the underlying assets are held in a fund not managed by Wellington Management
Direct obligations of the US government (including obligations issued by GNMA and PEFCO) or the governments of Canada, France, Germany, Italy, Japan, or the United Kingdom
Cash
Money market instruments or other short-term debt instruments rated P-1 or P-2, A-1 or A-2, or their equivalents2
Bankers' acceptances, CDs, commercial paper
Wellington Trust Company Pools
Wellington Sponsored Hedge Funds
Securities futures and options on direct obligations of the US government or the governments of Canada, France, Germany, Italy, Japan, or the United Kingdom, and associated derivatives
Options, forwards, and futures on commodities and foreign exchange, and associated derivatives
Transactions in approved managed accounts
Reporting of Securities Transactions Required (no need to preclear and not subject to the 60-day holding period):
Open-end investment funds managed by Wellington Management1 (other than money market funds)
Interests in a variable annuity or insurance product in which the underlying assets are held in a fund managed by Wellington Management
Futures and options on securities indices
ETFs listed in Appendix A – Part 2 and derivatives on these securities
Gifts of securities to you or a reportable account
Gifts of securities from you or a reportable account
Non-volitional transactions (splits, tender offers, mergers, stock dividends, dividend reinvestments, etc.)
Preclearance and Reporting of Securities Transactions Required:
Bonds and notes (other than direct obligations of the US government or the governments of Canada, France, Germany, Italy, Japan, or the United Kingdom, as well as bankers' acceptances, CDs, commercial paper, and high-quality, short-term debt instruments)
Stock (common and preferred) or other equity securities, including any security convertible into equity securities
Closed-end funds
ETFs not listed in Appendix A – Part 2
American Depositary Receipts
Options on securities (but not their non-volitional exercise or expiration)
Warrants
Rights
Unit investment trusts
Prohibited Investments and Activities:
Initial public offerings (IPOs) of any securities
Single-stock futures
Options expiring within 60 days of purchase
Securities being bought or sold on behalf of clients until one trading day after such buying or selling is completed or canceled
Securities of an issuer that is the subject of a new, changed, or reissued but unchanged action recommendation from a global industry research or fixed income credit analyst until two business days following issuance or reissuance of the recommendation
Securities of an issuer that is mentioned at the Morning Meeting or the Early Morning Meeting until two business days following the meeting
Securities on the firmwide restricted list
Profiting from any short-term (i.e., within 60 days) trading activity
Securities of broker/dealers or their affiliates with which the firm conducts business
Securities of any securities market or exchange on which the firm trades
Using a derivative instrument to circumvent the requirements of the Code of Ethics
Purchasing an equity security if your aggregate ownership of the equity security exceeds 0.05% of the total shares outstanding of the issuer
This appendix is current as of 1 June 2020, and may be amended at the discretion of the Ethics Committee.
1A list of funds advised or subadvised by Wellington Management ("Wellington-Managed Funds") is available online via the Code of Ethics System. However, you remain responsible for confirming whether any particular investment represents a Wellington-Managed Fund.
2If the instrument is unrated, it must be of equivalent duration and comparable quality.
Wellington Management Code of Ethics |
11 |
APPENDIX A – PART 2 |
Wellington Management |
ETFs approved for personal trading without preclearance (but requiring reporting) |
|
All regional/country exchange share listings of ETFs listed are also approved |
|
Ticker |
Name |
United |
States: Equity |
AAXJ |
ISHARES MSCI ALL COUNTRY ASIA |
ACWI |
ISHARES MSCI ACWI INDEX FUND |
BRF |
MARKET VECTORS BRAZIL SMALL-CA |
DIA |
SPDR DJIA TRUST ETF |
DVY |
ISHARES DOW JONES SELECT DIVID |
ECH |
ISHARES MSCI CHILE INVESTABLE |
EEB |
GUGGENHEIM BRIC ETF |
EEM |
ISHARES MSCI EMERGING MARKETS |
EFA |
ISHARES MSCI EAFE INDEX FUND |
EFG |
ISHARES MSCI EAFE GROWTH INDEX |
EFV |
ISHARES MSCI EAFE VALUE INDEX |
EPI |
WISDOMTREE INDIA EARNINGS FUND |
EPP |
ISHARES MSCI PAC EX-JAPAN FUND |
EWA |
ISHARES MSCI AUSTRALIA INDEX FUND |
EWC |
ISHARES MSCI CANADA INDEX FUND |
EWG |
ISHARES MSCI GERMANY INDEX FUND |
EWH |
ISHARES MSCI HONG KONG IDX FUND |
EWJ |
ISHARES MSCI JAPAN IDX FUND |
EWM |
ISHARES MSCI MALAYSIA IDX FUND |
EWS |
ISHARES MSCI SINGAPORE INDEX FUND |
EWT |
ISHARES MSCI TAIWAN INDEX FUND |
EWU |
ISHARES MSCI UK INDEX FUND |
EWY |
ISHARES MSCI SOUTH KOREA INDEX |
EZU |
ISHARES MSCI EMU INDEX FUND |
FXI |
ISHARES FTSE CHINA 25 INDEX |
GDX |
MARKET VECTORS GOLD MINERS |
GDXJ |
MARKET VECTORS JUNIOR GOLD MIN |
IBB |
ISHARES BIOTECH INDEX FUND |
ICF |
ISHARES COHEN & STEERS REALTY |
IEV |
ISHARES S&P EUROPE 350 INX FUND |
IGE |
ISHARES S&P GSSI NAT RES INDEX |
IJH |
ISHARES S&P MIDCAP 400 IDX FUND |
IJJ |
ISHARES S&P MIDCAP 400/VALUE |
IJK |
ISHARES SP MCAP 400/BARRA GTH |
IJR |
ISHARES SP SMALLCAP 600 IDX FUND |
IJS |
ISHARES S&P SMALLCAP 600/BARRA |
IJT |
ISHARES SP SMCAP 600/BARRA GTH |
ILF |
ISHARES S&P LATIN AMER 40 INDEX |
INPTF |
IPATH MSCI INDIA INDEX ETN |
IOO |
ISHARES S&P GLOBAL 100 INDEX FUND |
IVE |
ISHARES SP 500/BARRA VALUE |
IVV |
ISHARES S&P 500 INDEX FUND |
IVW |
ISHARES S&P 500/BARRA GRTH INDEX |
IWB |
ISHARES RUSSELL 1000 INDEX |
IWD |
ISHARES RUSSELL 1000 VALUE INDEX |
IWF |
ISHARES RUSSELL 1000 GROWTH |
IWM |
ISHARES RUSSELL 2000 INDEX |
IWN |
ISHARES RUSSELL 2000 VALUE |
IWO |
ISHARES RUSSELL 2000 GROWTH |
IWP |
ISHARES RUSSELL MIDCAP GROWTH |
IWR |
ISHARES RUSSELL MIDCAP INDEX FUND |
IWS |
ISHARES RUSSELL MIDCAP VALUE I |
IWV |
ISHARES RUSSELL 3000 INDEX |
IXC |
ISHARES S&P GLOBAL ENERGY SECT |
IYR |
ISHARES DOW JONES US RE INDEX |
IYW |
ISHARES DJ US TECH SECTOR INDEX |
MDY |
SPDR S&P MIDCAP 400 ETF TRUST |
MOO |
MARKET VECTORS–AGRI |
OEF |
ISHARES S&P 100 INDEX FUND |
PBW |
POWERSHARES WILDERHILL CLEAN E |
PFF |
ISHARES S&P US PREFERRED STOCK |
PGX |
POWERSHARES PREFERRED PORTFOLI |
PHO |
POWERSHARES GLOBAL WATER PORTF |
QID |
PROSHARES ULTRASHORT QQQ |
QLD |
PROSHARES ULTRA QQQ |
QQQPOWERSHARES QQQTRUST
RSP RYDEX S&P EQUAL WEIGHT
RSX MARKET VECTORS RUSSIA ETF
RWM |
PROSHARES SHORT RUSS |
RWR |
SPDR DOW JONES REIT ETF |
RWX |
SPDR DJ INTL REAL ESTATE |
Ticker |
Name |
SCZ |
ISHARES MSCI EAFE SMALL CAP INDEX |
SDS |
PROSHARES ULTRASHORT S&P500 |
SDY |
SPDR DIVIDEND ETF |
SH |
PROSHARES SHORT S&P500 |
SKF |
PROSHARES ULTRASHORT FINANCIAL |
SPY |
SPDR S&P 500 ETF TRUST |
SRS |
PROSHARES ULTRASHORT REAL ESTATE |
SSO |
PROSHARES ULTRA S&P500 |
TWM |
PROSHARES ULTRASHORT RUSS2000 |
UWM |
PROSHARES ULTRA RUSSELL |
UYG |
PROSHARES ULTRA FINANCIALS |
VB |
VANGUARD SMALL-CAP VIPERS |
VBK |
VANGUARD SMALL-CAP GROWTH VIPE |
VBR |
VANGUARD SMALL-CAP VALUE VIPER |
VEA |
VANGUARD MSCI EAFE ETF |
VEU |
VANGUARD FTSE ALL-WORLD EX-US |
VGK |
VANGUARD MSCI EURO ETF |
VIG |
VANGUARD DIVIDEND APPRECIATION |
VNQ |
VANGUARD REIT VIPERS |
VO |
VANGUARD MID-CAP VIPERS |
VOO |
VANGUARD S&P 500 ETF |
VPL |
VANGUARD MSCI PACIFIC ETF |
VTI |
VANGUARD TOTAL STOCK MARKET |
VTV |
VANGUARD VALUE VIPERS |
VUG |
VANGUARD GROWTH VIPERS |
VVVANGUARD LARGE-CAP VIPERS
VWO VANGUARD MSCI EM MAR
VXUS |
VANGUARD INTERNATIONAL STOCK ETF |
VXX |
IPATH S&P 500 VIX |
XLB |
MATERIALS SEL SECTOR SPDR FUND |
XLE |
ENERGY SELECT SECTOR SPDR FUND |
XLF |
FINANCIAL SEL SECTOR SPDR FUND |
XLI |
INDUSTRIAL SELECT SECTOR SPDR |
XLK |
TECHNOLOGY SELECT SECTOR SPDR |
XLP |
CONSUMER STAPLES SELECT SPDR |
XLU |
UTILITIES SELECT SECTOR SPDR |
XLV |
HEALTH CARE SELECT SECTOR SPDR |
XLY |
CONSUMER DISCRETIONARY SPDR |
XME |
SPDR S&P METALS & MINING ETF |
XOP |
SPDR S&P OIL & GAS EXPL AND PROD |
United States: Fixed Income |
AGG |
ISHARES BARCLAYS AGGREGATE |
BIV |
VANGUARD INTERMEDIATE-TERM BON |
BND |
VANGUARD TOTAL BOND MARKET |
BOND |
PIMCO TOTAL RETURN BOND ETF |
BSV |
VANGUARD SHORT-TERM BOND ETF |
BWX |
SPDR BARCLAYS INT TREA BND ETF |
BZF |
WISDOMTREE DREYFUS BRAZILIAN REAL FUND |
CYB |
WISDOMTREE DREYFUS CHINESE YUA |
ELD |
WISDOMTREE EMERGING MARKETS LO |
EMB |
JPM EMERGING MARKETS BOND ETF |
HYG |
ISHARES IBOXX $ HIGH YIELD COR |
IEF |
ISHARES BARCLAYS 7-10 YEAR |
IEI |
ISHARES BARCLAYS 3-7 YEAR TREAS |
JNK |
SPDR BARCLAYS HIGH YIELD BOND |
LQD |
ISHARES IBOXX INVESTMENT GRADE |
MBB |
ISHARES MBS BOND FUND |
MUB |
ISHARES S&P NATIONAL MUNICIPAL |
PCY |
POWERSHARES EM MAR SOV DE PT |
PST |
PROSHARES ULTRASHORT LEH 7 |
SHY |
ISHARES BARCLAYS 1-3 YEAR TREA |
TBF |
PROSHARES SHORT 20+ TREASURY |
TBT |
PROSHARES ULTRASHORT LEHMAN |
TIP |
ISHARES BARCLAYS TIPS BOND FUND |
TLT |
ISHARES BARCLAYS 20+ YEAR TREAS |
VCSH |
VANGUARD SHORT-TERM CORPORATE |
United |
States: Commodity Trusts and ETNs |
AMJ |
JPMORGAN ALERIAN MLP INDEX ETN |
CORN |
CORN ETF |
COWTF |
IPATH DJ-UBS LIVESTOCK SUBINDX |
DBA |
POWERSHARES DB AGRICULTURE FUND |
DBB |
POWERSHARES DB BASE METALS FUND |
Ticker |
Name |
DBC |
DB COMMODITY INDEX TRACKING FUND |
DBE |
POWERSHARES DB ENERGY FUND |
DBO |
POWERSHARES DB OIL FUND |
DBP |
POWERSHARES DB PRECIOUS METALS |
DGZ |
POWERSHARES DB GOLD SHORT ETN |
DJP |
IPATH DJ-UBS COMMIDTY |
DNO |
UNITED STATES SHORT OIL FUND L |
GAZZF |
IPATH DJ-UBS NAT GAS SUBINDEX |
GLD |
SPDR GOLD SHARES |
GLL |
PROSHARES ULTRASHORT GOLD |
GSG |
ISHARES S&P GSCI COMMODITY INDEX |
JJATF |
IPATH DJ-UBS AGRICULTURE SUBINDEX |
JJCTF |
IPATH DJ-UBS COPPER SUBINDEX |
JJETF |
IPATH DJ-UBS ENERGY SUBINDEX |
JJGTF |
IPATH DJ-UBS GRAINS SUBINDEX |
JJMTF |
IPATH DJ-UBS INDUSTRIAL METALS |
JJNTF |
IPATH DJ-UBS NICKEL SUBINDEX |
JJSSF |
IPATH DJ-UBS SOFTS SUBINDEX |
JJUFF |
IPATH DJ-UBS ALUMINUM SUBINDEX |
SGGFF |
IPATH DJ-UBS SUGAR SUBINDEX TR |
SLV |
ISHARES SILVER TRUST |
UCO |
PROSHARES ULTRA DJ-UBS CRUDE |
UGA |
UNITED STATES GASOLINE FUND LP |
UGL |
PROSHARES ULTRA GOLD |
UHN |
UNITED STATES HEATING OIL LP |
UNG |
UNITED STATES NATL GAS FUND LP |
USO |
UNITED STATES OIL FUND LP |
ZSL |
PROSHARES ULTRASHORT SILVER |
United |
States: Currency Trusts |
DBV |
POWERSHARES DB G10 CURRENCY HA |
EUO |
PROSHARES ULTRASHORT EURO |
FXA |
CURRENCYSHARES AUD TRUST |
FXB |
CURRENCYSHARES GBP STERL TRUST |
FXC |
CURRENCYSHARES CAD |
FXE |
CURRENCYSHARES EURO TRUST |
FXF |
CURRENCYSHARES SWISS FRANC |
FXM |
CURRENCYSHARES MEXICAN PESO |
FXS |
CURRENCYSHARES SWEDISH KRONA |
FXY |
CURRENCYSHARES JPY TRUST |
UDN |
POWERSHARES DB US DOLLAR IND |
UUP |
POWERSHARES DB US DOL IND BU |
YCS |
PROSHARES ULTRASHORT YEN |
|
|
Australia: Equity |
STW.AX |
|
SPDR S&P/ASX 200 FUND |
England: |
Equity |
EUN.L |
|
ISHARES STOXX EUROPE 50 |
IEEM.L |
|
ISHARES MSCI EMERGING MARKETS |
FXC.L |
|
ISHARES FTSE CHINA25 |
IJPN.L |
|
ISHARES MSCI JAPAN FUND |
ISF.L |
|
ISHARES PLC- ISHARES FTSE 100 |
IUSA.L |
|
ISHARES S&P 500 INDEX FUND |
IWRD.L |
|
ISHARES MSCI WORLD |
England: |
Fixed Income |
IEBC.L |
|
ISHARES BARCLAYS CAPITAL EURO |
Hong Kong: Equity |
2800 HK |
TRACKER FD OF HONG KONG |
2823 HK |
ISHARES FTSE/ XINHUA A50 CHINA |
2827 HK |
BOCI-PRUDENTIAL – W.I.S.E. - C |
2828 HK |
HANG SENG INVESTMENT INDEX FUND |
2833 HK |
HANG SENG INVESTMENT INDEX FUND |
Hong Kong: Fixed Income |
2821 HK |
ABF PAN ASIA BOND INDEX FUND |
Japan: |
Equity |
1305.T |
DAIWA ETF – TOPIX |
1306.T |
NOMURA ETF – TOPIX |
1308.T |
NIKKO ETF – TOPIX |
1320.T |
DAIWA ETF – NIKKEI 225 |
1321.T |
NOMURA ETF – NIKKEI 225 |
1330.T |
NIKKO ETF – 225 |
This appendix is current as of 1 June 2020, and may be amended at the discretion of the Ethics Committee
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 ............................................................................................................... |
8 |
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 ................................................................................. |
14 |
8.1General 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 |
9.1What am I required to certify initially?
9.2What am I required to certify annually?
Section 10. Penalties and Sanctions.................................................................................................................. |
28 |
10.1How are violations administered by Compliance?
10.2How is an appropriate sanction determined?
10.3How is the materiality of a violation determined?
10.4What are my obligations to report a violation?
Section 11. Waivers............................................................................................................................................ |
29 |
Appendix A. Definitions..................................................................................................................................... |
31 |
Appendix B. Independent Directors and Trustees............................................................................................. |
36 |
Excellence
Integrity
Responsibility
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.
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.
5. Anti-Bribery
You are prohibited from engaging or participating in any form of bribery or corruption.
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 any 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:
•Always put Vanguard clients' interests 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.
•Avoid conflicts of interest. 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.
•Be candid and clear with clients and provide them with accurate information. To serve our clients well and continue to earn their trust, you must always be truthful and candid with them.
Doing so is both legally required and the proper, ethical thing to do. When providing information or disclosure to clients or the public, you must follow Vanguard policy and procedure, and
the information must be full, fair, timely, and accurate and not potentially misleading. If you have any questions on this topic, seek advice from your manager, the Compliance Department, or the OGC.
•Comply with applicable laws, rules, regulations, and policies. Financial services is a complex and highly regulated business and, as a result, Vanguard and its business lines are subject to various laws, rules, and regulations, including securities, banking, tax, and other federal, state, local, and international laws. We serve our clients best when we understand and comply with the rules. Therefore, you are responsible for reviewing this Policy and the other policies that apply to us and our business lines, and you are also responsible for knowing
– and complying with – the laws, rules, and regulations that apply to your role and the area or department in which you work. Vanguard offers formal and informal procedures, training, and other resources to help you understand the applicable laws, rules, regulations and policies, and you are expected to familiarize yourself with them and complete any required training. When in doubt about applicable laws, rules, regulations, or policies, seek advice from your manager, the Compliance Department, or the OGC.
•Protect against fraud. As set forth more fully in Vanguard's Global Internal and Occupational Fraud Policy and Vanguard's Global External Fraud Policy, we are committed to protecting Vanguard and our clients against fraud, misappropriation, and similar threats, whether internal or external. You must be vigilant in helping to prevent, detect, and manage fraud risk of all types.
To familiarize yourself with examples of fraud schemes, both internal and external, please refer to the Global Fraud Prevention page on CrewNet. If you discover or suspect fraudulent activity, please immediately contact the Global Fraud Prevention Team.
•Speak up. Vanguard encourages an environment of open and honest communication, and we have many ways for you to raise concerns about
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.
any issue, including business practices or ethical matters, even if you aren't sure whether or not the issue is problematic. We encourage you to help protect our clients, crew, and Vanguard
by reporting potential concerns related to this Code of Ethics, financial or business integrity, information security and privacy, workplace practices, and alleged violations of policy or regulation. Vanguard has contracted with a third party to offer the Anonymous Reporting Hotline, a toll-free, 24-hour telephone number and secure website to anonymously report any such concerns without fear of retaliation. As always, you can also voice concerns to your manager or to Crew Relations.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
8.1GeneralTrading 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 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.
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.
8.2AdditionalTrading 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
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
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.
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.
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
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.
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
8.3AdditionalTrading 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
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
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
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.
8.4AdditionalTrading 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
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.
8.5AdditionalTrading 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.
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.
10.1How 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.
Prior to imposing a sanction or violation for any second, third, or material violation for crew or contingent workers outside the U.S., Compliance will engage Human Resources to ensure that local employment policies/procedures have been appropriately considered.
10.2How 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 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.
10.3How 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.
10.4What 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.
Nothing in this section is intended to replace, nullify, or modify any requirements imposed by a Vanguard Fund.
Note:AppendicesThis s ction appl es 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
asAppendixselling a d then repurchasing a Vanguard ETF at a lower rice within 60Acalendar. days
Definitions
8.2(i) Are there any additional reporting requirements that apply to me?
InAppendixaddition to the standardB. reporting requirements
set forth in Section 8.1(c), you must also disclose
Independent Directors and Trustees
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.
MCO Resource – Verify and disclose all Covered Accounts and holdings in Reportable Securities via MCO.
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. |
|
|
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 |
A contract between two parties, typically described as buyer and seller, stipulating that the seller |
(CFD) |
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 |
All employees, officers, directors, and trustees of Vanguard or a Vanguard Fund. |
|
|
Crowdfunding |
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 |
An unsecured debt obligation backed only by the general credit of the borrower. |
|
|
Direct Obligations of a |
A debt that is backed by the full taxing power of any government. These Securities are generally |
Government |
considered to be of the very highest quality. |
|
|
Digital Currency |
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 |
|
|
Evidence of Indebtedness |
Written agreements for enforceable obligations to pay money. |
|
|
Exchange-Traded Fund |
An investment with characteristics of both mutual funds and individual stocks. Many ETFs |
(ETF) |
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 |
A senior, unsecured, unsubordinated debt Security issued by a financial institution, whose returns |
(ETN) |
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 |
An instrument that has a maturity at issuance of less than 366 days and is rated in one of the |
Debt Instrument |
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 |
Your spouse, domestic partner (an unrelated adult with whom you share your home and |
Members |
contribute to each other's support), and minor children |
|
|
Initial Coin Offering (ICO) |
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 |
A corporation's first offering of common stock to the public. |
(IPO) |
|
|
|
Independent Directors |
Any director or trustee who is not an "interested person" of a Vanguard Fund within the meaning |
andTrustees |
of Section 2(a)(19) of the Investment Company Act of 1940. |
|
|
Investment |
A monetary asset purchased with the idea that the asset will provide income in the future or |
|
appreciate and be sold at a higher price. |
|
|
Investment Contract |
Any contract, transaction, or scheme whereby a person invests money in a common enterprise |
|
and is led to expect profits solely from the efforts of the promoter or third party. |
|
|
Investment Discretion |
The authority an individual may exercise, with respect to investment control or trading discretion, |
|
on another 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 |
A Contingent Worker who provides services to Vanguard and who is employed by an independent |
Workers |
organization with expertise in a specific function that is peripheral to Vanguard's core business |
|
(e.g., security, landscaping, and food services). |
|
|
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 |
MyComplianceOffice (MCO) is a third-party web based application that allows Crew and |
(MCO) |
Contingent Workers to report and update certain information, as required by the Code. |
|
|
Non-Access Person |
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 |
A mutual fund that has an unlimited number of shares available for purchase. |
|
|
Option |
The right, but not the obligation, to buy (for a call option) or sell (for a put option) a specific |
|
amount of a given stock, commodity, currency, 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 |
The acquisition, purchase, sale, or disposition of a Private Placement. |
Transaction |
|
|
|
Real Estate Investment |
A publicly traded company that invests in real estate and distributes almost all of its taxable |
Trust (REIT) |
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 |
Any Covered Security (as defined above), ETFs, ETNs, and Digital Security Tokens. |
|
|
Repurchase Agreement |
An arrangement by which the seller of an asset agrees, at the time of the sale, to buy back the |
|
asset at a specific price and, typically, on a given date (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. |
|
|
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 |
A regulatory framework of the European Commission that creates a harmonized regime |
Collective Investment Of |
throughout Europe for the management and sale of mutual funds. UCITS funds can be |
Transferable Securities |
registered in Europe and sold to investors worldwide using unified regulatory and investor |
(UCITS) |
protection requirements. |
|
|
Unit InvestmentTrust |
An SEC-registered Investment company that purchases a fixed, unmanaged portfolio of |
(UIT) |
income-producing Securities and then sells shares in the trust to investors, usually in units |
|
of at least $1,000. |
|
|
Vanguard |
The Vanguard Group, Inc. (VGI) and any Vanguard Affiliate. |
|
|
Vanguard Advisers, Inc. |
Any VAI officer, as well as anyone who is involved in making Securities recommendations to VAI |
(VAI) Access Person |
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 |
Any direct or indirect subsidiary of VGI. |
|
|
Vanguard Clients |
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 |
Those Vanguard Crew Members at a Principal level position or higher. |
|
|
Warrant |
An entitlement to purchase a certain amount of common Stock at a set price (usually higher than |
|
the current price) during an extended period of time. Usually issued with a fixed-income security |
|
to enhance its marketability, a Warrant can be transferred, traded, or exercised by the holder. |
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 Standards of Conduct (excludes the reporting requirements for conflicts of interest) Section 5 Anti-Bribery Policy
Section 6 Antitrust and Competition Policy Section 7 Duty of Confidentiality
Section 8 Personal Trading Activities 8.1(a) (excludes bullet 6)
© 2020 The Vanguard Group, Inc. All rights reserved.
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