Form 485BPOS VANGUARD VARIABLE INSURA

May 2, 2022 6:03 AM EDT

AMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT

This Amended and Restated Agreement, dated August 14, 2017, is between JPMorgan Chase Bank, N.A. ("Bank"), a national banking association with a place of business at 383 Madison Avenue, New York, NY 10179; and each of the open-end management investment companies listed on Exhibit 1 of this Agreement, registered with the U.S. Securities and Exchange Commission under the Investment Company Act of 1940, as amended (the "1940 Act"), organized as Delaware statutory trusts (each a "Trust"), severally and for and on behalf of certain of their respective portfolios listed on Exhibit 1 (each a "Fund"), each Trust and their respective Funds with a place of business at P.O. Box 2600 Valley Forge, PA 19482. Each Trust for which Bank serves as custodian under this Agreement, shall individually be referred to as "Customer."

1.INTENTION OF THE PARTIES; DEFINITIONS

1.1INTENTION OF THE PARTIES.

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

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

1.2DEFINITIONS.

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

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

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

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

"APPLICABLE LAW" means any statute, whether national, state or local, applicable in the United States or any other country, the rules of the treaty establishing the European Community, other applicable treaties, any other law, rule, regulation or interpretation of any governmental entity, any applicable common law, and any decree, injunction, judgment, order, ruling, or writ of any governmental entity.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

2.WHAT BANK IS REQUIRED TO DO

2.1Set Up Accounts.

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

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

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

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

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

(c)Except as precluded by Section 8-501(d) of the Uniform Commercial Code ("UCC"), Bank shall hold all Securities and other Financial Assets, other than cash, of a Fund that are delivered to it in a "securities account" with Bank for and in the name of such Fund and shall treat all such assets other than cash as "financial assets" as those terms are used in the UCC.

2.2Cash Account.

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

2.3Segregation of Assets; Nominee Name.

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

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

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

(d)Upon receipt of Instruction, Bank shall establish and maintain a segregated account or accounts for and on behalf of each Fund for purposes of segregating cash, government securities, and other assets in connection with derivative transactions entered into by a Fund or options purchased, sold or written by the Fund.

2.4Settlement of Trades.

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

2.5Contractual Settlement Date Accounting.

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

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

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

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

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

2.6Actual Settlement Date Accounting.

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

2.7Income Collection; Autocredit.

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

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

2.8Fractions / Redemptions by Lot.

In the event that, as a result of holding Financial Assets in an omnibus account, the Customer receives fractional interests in Financial Assets arising out of a corporate action or class action litigation, Bank will credit the Customer with the amount of cash the Customer would have received, as reasonably determined by Bank, had the Financial Assets not been held in an omnibus account, and the Customer shall relinquish to Bank its interest in such fractional interests. If some, but not all, of an outstanding class of Financial Asset is called for redemption, Bank may allot the amount redeemed among the respective beneficial holders of such class of Financial Asset in any manner Bank reasonably deems to be fair and equitable. Bank will promptly notify Customer of any action taken pursuant to this section.

2.9Presentation of Coupons; Certain Other Ministerial Acts. Until Bank receives Instructions to the contrary, Bank shall:

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

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

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

2.10Corporate Actions; Class Action Litigation.

(a)Bank will follow Corporate Actions through receipt of notices from issuers, from Subcustodians, Securities Depositories and notices published in industry publications and reported in reporting services. Bank will promptly notify Customer of any Corporate Action of which information is either (i) received by it or by a Subcustodian to the extent that Bank's central corporate actions department has actual knowledge of the Corporate Action in time to notify its customers in a timely manner; or (ii) published via a formal notice in publications and reporting services routinely used by Bank for this purpose in time for Bank to notify its customers in a timely manner. Any notices received by Bank's corporate actions department about U.S. settled securities class action litigation that requires action by affected owners of the underlying Financial Assets will be promptly provided to Customer if Bank, using reasonable care and diligence in the circumstances, identifies that Customer was a shareholder and held the relevant Financial Assets in custody with Bank at the relevant time. Bank will not make filings in the name of Customer in respect to such notifications except as otherwise agreed in writing between Customer and Bank.

(b)If an Authorized Person fails to provide Bank with timely Instructions with respect to any Corporate Action or class action, neither Bank nor its Subcustodians or their respective nominees will take any action in relation to that Corporate Action or class action, except as otherwise agreed in writing by Bank and Customer or as may be set forth by Bank as a default action in the notification it provides under Section 2.10(a) with respect to that Corporate Action or class action. If Customer provides Bank with Instructions with respect to any Corporate Action after the deadline set by Bank but before the deadline set by a Securities Depository, Bank shall use commercially reasonable efforts to act on such Instructions. If Bank fails to act on Instructions provided by Customer prior to the deadline set by Bank with respect to any Corporate Action, Bank will be liable for direct losses incurred by Customer.

2.11Proxy Voting.

(a)Bank shall provide Customer or its agent with details of Securities in the Account on a daily basis ("Daily Holdings Data"), and Bank or its agent shall act in accordance with Instructions from an Authorized Person in relation to matters Customer or its agent determine in their absolute discretion are to be voted upon at meetings of holders of Financial Assets, based upon such Daily Holdings Data ("the proxy voting service"). Neither Bank nor its agent shall be under any duty to provide Customer or its agent with information which it or they receive on matters to be voted upon at meetings of holders of Financial Assets.

(b)Bank or its agent shall act upon Instructions to vote, provided Instructions are received by Bank or its agent at its proxy voting department by the relevant deadline for such Instructions as determined by Bank or its agent. If Instructions are not received in a timely manner, neither Bank nor its agent shall be obligated to provide further notice to Customer.

(c)In markets where the proxy voting service is not available or where Bank has not received a duly completed enrollment form or other relevant documentation, Bank or its agent shall endeavor to act upon Instructions to vote on matters before meetings of holders of Financial Assets where it is reasonably

practicable for Bank or its agent (or its Subcustodians or nominees as the case may be) to do so and where such Instructions are received in time for Bank or its agent to take timely action.

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

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

2.12Statements and Information Available On-Line.

(a)Bank will send, or make available on-line, to Customer, at times mutually agreed, a statement of account in Bank's standard format for each Account maintained by Customer with Bank, identifying the Financial Assets and cash held in each Account. Bank also will provide to Customer, upon request, the capability to reformat the information contained in each statement of account. In addition, Bank will send, or make available on-line, to Customer an advice or notification of any transfers of cash or Financial Assets with respect to each Account. Bank will not be liable with respect to any matter set forth in those portions of any such statement of account or advice (or reasonably implied therefrom) to which Customer has not given Bank a written exception or objection within ninety days of receipt of such statement, provided such matter is not the result of Bank's willful misconduct or bad faith.

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

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

2.13Access to Bank's Records.

(a)Bank shall create and maintain all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of Customer under the 1940 Act, with particular attention to Section 31 thereof and rules 31a-1 and 31a-2 thereunder. All such records shall be property of Customer. Bank will allow Customer's duly authorized officers, employees, and agents, including Customer's independent public accountants, and the employees and agents of the SEC access at all times during the regular business hours of Bank to such records. Except, in the case of access by the SEC as otherwise required by the SEC, such access will be subject to reasonable notice to Bank. Subject to restrictions under Applicable Law, Bank also will obtain an undertaking to permit Customer's independent

public accountants reasonable access to the records of any Subcustodian of Securities held in the Securities Account as may be required in connection with such examination.

(b)In addition, Bank shall cooperate with and supply necessary information to any entity or entities appointed by the Customer to keep its books of account and/or compute its net asset value. Bank shall provide reports and other data as Customer may from time to time reasonably request to enable Customer to obtain, from year to year, favorable opinions from Customer's independent accountants with respect to Bank's activities hereunder in connection with (i) the preparation of any registration statement of Customer and any other reports required by a governmental agency or regulatory authority with jurisdiction over the Fund, and (ii) the fulfillment by Customer of any other requirements of a governmental agency or regulatory authority with jurisdiction over the Fund.

(c)Upon reasonable request of Customer, Bank shall provide Customer with a copy of Bank's Service Organizational Control (SOC) 1 reports (or any successor reports) prepared in accordance with the requirements of AT-C section 320, Reporting on an Examination of Controls at a Service Organization Relevant to User Entities' Internal Control Over Financial Reporting (or any successor attestation standard). In addition, from time to time as requested, Bank will furnish Customer a "gap" or "bridge" letter that will address any material changes that might have occurred in Customer's controls covered in the SOC Report from the end of the SOC Report period through a specified requested date. Bank shall use commercially reasonable efforts to provide Customer with such reports as Customer may reasonably request or otherwise reasonably require to fulfill its duties under Rule 38a-l of the 1940 Act or similar legal and regulatory requirements. Upon reasonable request by Customer, Bank shall also provide to Customer customary sub- certifications in connection with Sarbanes-Oxley Act of 2002 certification requirements. Upon written request, Bank shall provide Customer with information about Bank's processes for the management and monitoring of Subcustodians for safeguarding Financial Assets.

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

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

(b)Bank shall not be obliged to follow an Instruction to hold Financial Assets with, or have them registered or recorded in the name of, any person not chosen by Bank. However, if Customer does instruct Bank to hold Securities with or register or record Securities in the name of a person not chosen by Bank, the consequences of doing so are at Customer's own risk and Bank shall not be liable therefor.

2.15Tax Reclaims.

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

2.16Foreign Exchange Transactions.

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

exchange transactions for the Accounts, the terms and conditions of that foreign exchange contract and, to the extent not inconsistent, this Agreement, shall apply to such transactions.

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

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

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

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

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

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

(iv)determine that the written contract with an Eligible Foreign Custodian requires that the Eligible Foreign Custodian shall provide reasonable care for foreign Financial Assets and cash based on the standards applicable to custodians in the relevant market, including, without limitation, those factors set forth in rule 17f-5(c)(2).

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

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

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

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

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

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

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

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

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

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

(e)Bank represents to Customer that it is a U.S. Bank as defined in rule 17f-5(a)(7). Customer represents to Bank that: (1) the foreign Financial Assets and cash being placed and maintained in Bank's custody are subject to the 1940 Act, as the same may be amended from time to time; (2) its Board has determined that it is reasonable to rely on Bank to perform as Customer's Foreign Custody Manager; and

(3)its Board or its investment adviser shall have determined that Customer may maintain foreign Financial Assets and cash in each country in which Customer's Financial Assets and cash shall be held hereunder and determined to accept Country Risk. Nothing contained herein shall require Bank to make any selection or to engage in any monitoring on behalf of Customer that would entail consideration of Country Risk.

(f)Bank shall provide to Customer such information relating to Country Risk as is specified in Appendix 1 hereto. Customer hereby acknowledges that: (i) such information is solely designed to inform Customer of market conditions and procedures and is not intended as a recommendation to invest or not invest in particular markets; and (ii) Bank has gathered the information from sources it considers reliable,

but that Bank shall have no responsibility for inaccuracies or incomplete information, provided that Bank transmits the information using reasonable care.

2.18Compliance with SEC rule 17f-7 ("rule 17f-7").

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

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

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

2.19Service Level Agreement.

Subject to the terms and conditions of this Agreement, Bank agrees to perform the custody services provided for under this Agreement in a manner that meets or exceeds any service levels as may be agreed upon by the parties from time to time in a written document that is executed by both parties on or after the date of this Agreement, unless that written document specifically states that it is not contractually binding. For the avoidance of doubt, Bank's Service Directory shall not be deemed to be such a written document.

3.INSTRUCTIONS

3.1Acting on Instructions; Unclear Instructions.

(a)Bank is authorized to act under this Agreement (or to refrain from taking action) in accordance with the instructions received by Bank, via telephone, telex, facsimile transmission, or other teleprocess or electronic instruction or trade information system acceptable to Bank ("Instructions"). Bank shall have no responsibility for the authenticity or propriety of any Instructions that Bank believes in good faith to have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify. Customer authorizes Bank to accept and act upon any Instructions received by it without inquiry. Customer shall indemnify the Bank Indemnitees against, and hold each of them harmless from, any Liabilities that may be imposed on, incurred by, or asserted against the Bank Indemnitees as a result of any action or omission taken in accordance with any Instructions or other directions upon which Bank is authorized to rely under the terms of this Agreement, provided that Bank shall not be indemnified against or held harmless from any Liabilities arising out of Bank's negligence, bad faith, fraud, or willful misconduct.

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

(c)Bank may (in its sole discretion and without affecting any part of this Section 3.1) seek clarification or confirmation of an Instruction from an Authorized Person and may decline to act upon an Instruction if it does not receive clarification or confirmation satisfactory to it. Bank shall not, except as provided in Section 7.1 hereof, be liable for any loss arising from any delay while it seeks such clarification or confirmation.

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

3.2Security Devices.

Either party may record any of their telephonic communications. Customer shall comply with any security procedures reasonably required by Bank from time to time with respect to verification of Instructions. Customer shall be responsible for safeguarding any test keys, identification codes or other security devices that Bank shall make available to Customer or any Authorized Person.

3.3Instructions; Contrary to Law/Market Practice.

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

3.4Cut-off Times.

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

3.5Electronic Access.

Access by the Customer to certain systems, applications or products of Bank shall be governed by this Agreement and the terms and conditions set forth in Annex A Electronic Access.

4.FEES, EXPENSES AND OTHER AMOUNTS OWING TO BANK

4.1Fees and Expenses.

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

4.2Overdrafts.

If a debit to any currency in the Cash Account results in a debit balance in that currency then Bank may, in its discretion, advance an amount equal to the overdraft and such an advance shall be deemed a loan to

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

4.3Bank's Right Over Securities; Set-off.

(a)Customer grants Bank a security interest in and a lien on the Financial Assets held in the Securities Account of a particular Fund as shall have a fair market value equal to the aggregate amount of all overdrafts of such Fund, together with accrued interest, as security for any and all amounts which are now or become owing to Bank with respect to that Fund under any provision of this Agreement, whether or not matured or contingent ("Indebtedness"). Such lien and security interest shall be effective only so long as such advance, overdraft, or accrued interest thereon remains outstanding and Bank shall have all the rights and remedies of a secured party under the New York Uniform Commercial Code in respect of the repayment of the advance, overdraft or accrued interest. In this regard, Bank shall be entitled to (i) without notice to Customer, withhold delivery of such Financial Assets, and (ii) with two business days' prior notice to the Customer and an opportunity for the Customer to satisfy such Indebtedness to Bank, sell or otherwise realize any of such Financial Assets and to apply the proceeds and any other monies credited to the Cash Account in satisfaction of such Indebtedness solely to the extent of such Indebtedness, provided, however, that Bank shall only be obligated to provide the Customer with same-day prior notice if Bank, in its reasonable business judgment, determines that, due to market conditions or other special circumstances, a delay would be likely to materially prejudice its ability to recover the Indebtedness. During any such notice period, Bank will, at Customer's request, consult with Customer regarding the selection of Financial Assets to be sold by Bank to satisfy the Indebtedness. For the avoidance of doubt, only advances made by Bank under Section 4.2 are "Indebtedness" subject to this Section 4.3. No other outstanding amounts payable by Customer to Bank (including, without limitation, amounts payable by Customer under Section 4.1) are "Indebtedness" subject to this Section 4.3.

(b)Bank shall be further entitled to set any such Indebtedness off against any cash or deposit account of the Fund that incurred the Indebtedness with Bank or any of its Affiliates of which the Fund is the beneficial owner, regardless of the currency involved; Bank shall provide prior notice to Customer of its intent to exercise its set off rights against any cash or deposit account of the Fund, which notice shall be provided at least on the same day as the set off is effected, provided however that no prior notice is required in cases where Bank, in its reasonable business judgment, determines that, due to market conditions or other special circumstances, the delay required in order to provide prior notice would be likely to materially prejudice its ability to recover the Indebtedness.

5.SUBCUSTODIANS, SECURITIES DEPOSITORIES, AND OTHER AGENTS

5.1Appointment of Subcustodians; Use of Securities Depositories.

(a)Bank is authorized under this Agreement to act through and hold Customer's Global Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("Subcustodians"). At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer in the event that it elects to add

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

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

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

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

(i)a "U.S. Bank" as such term is defined in rule 17f-5; and

(ii)an "Eligible Foreign Custodian" as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.

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

(e)The term 'securities depository' as used herein when referring to a securities depository located outside the U.S. shall mean an "Eligible Securities Depository" as defined in rule 17f-7, or that has otherwise been made exempt pursuant to an SEC exemptive order.

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

5.2Liability for Subcustodians.

(a)Subject to the exculpation from consequential damages set forth in Section 7.1(b), Bank shall be liable for direct Liabilities incurred by Customer that result from: (i) the acts or omissions of any Subcustodian selected by Bank, whether domestic or foreign, to the same extent as if such act or omission was performed by Bank itself, taking into account the standards and market practice prevailing in the relevant market; or (ii) the insolvency of any Affiliated Subcustodian. Subject to the terms and conditions of this Agreement, including the exculpation from consequential damages set forth in Section 7.1(b), Bank shall take full responsibility for any Liabilities that result from or that are caused by the fraud, willful misconduct, or negligence of its Subcustodians or the insolvency of an Affiliated Subcustodian. In the event of any Liabilities suffered or incurred by Customer caused by or resulting from the acts or omissions of any Subcustodian for which Bank would otherwise be liable, Bank shall promptly reimburse Customer in the amount of any such Liabilities.

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

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

5.3Use of Agents.

(a)Bank may provide certain services under this Agreement through third parties. These third parties may be Affiliates. Except to the extent provided in Section 5.2 with respect to Subcustodians, Bank shall not be responsible for any loss as a result of a failure by any broker or any other third party that it selects and retains using reasonable care and without negligence to provide ancillary services, such as pricing, proxy voting, and corporate action services, that it does not customarily provide itself. Nevertheless, Bank shall be liable for the performance of any such service provider selected by Bank that is an Affiliate to the same extent as Bank would have been liable if it performed such services itself.

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

6.ADDITIONAL PROVISIONS RELATING TO CUSTOMER

6.1Representations of Customer and Bank.

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

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

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

6.2Customer to Provide Certain Information to Bank.

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

6.3Customer is Liable to Bank Even if it is Acting for Another Person.

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

6.4Several Obligations of the Trusts and the Funds.

This Agreement is executed on behalf of the Board of Trustees of each Fund as Trustees and not individually and the obligations of this Agreement are not binding upon any of the Trustees or shareholders individually but are binding only upon the assets and property of each Fund severally and not jointly. With respect to any obligations of Customer arising out of this Agreement, Bank shall look for payment or satisfaction of any obligation solely to the assets of the Fund to which such obligation relates as though Bank had separately contracted by separate written instrument with respect to the Fund.

7.WHEN BANK IS LIABLE TO CUSTOMER

7.1Standard of Care; Liability.

(a)Notwithstanding any other provision of this Agreement, Bank shall exercise reasonable care, prudence and diligence in carrying out all of its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply), and shall be liable to Customer for any and all Liabilities suffered or incurred by Customer resulting from the failure of Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable Law, Bank shall not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard of care under this Agreement.

(b)Bank shall not be liable under any circumstances for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts or Bank's performance hereunder or Bank's role as custodian.

(c)Subject to the limitations set forth in this Agreement, each Customer severally and not jointly shall indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of Bank's performance under this Agreement, provided the Bank Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in question. Nevertheless, Customer shall not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).

(d)Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action.

(e)Without limiting Subsections 7.1 (a) or (b), Bank shall have no duty or responsibility to:

(i)question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall bear any responsibility to review such confirmations against Instructions issued to and statements issued by Bank).

(f)Bank shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Bank's negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).

7.2Force Majeure.

So long as Bank maintains and updates its business continuation and disaster recovery procedures as set forth in Section 10.8, Bank shall have no liability for any damage, loss or expense of any nature that Customer may suffer or incur, caused by an act of God, fire, flood, civil or labor disturbance, war, act of any governmental authority or other act or threat of any authority (de jure or de facto), legal constraint, fraud or forgery (except by Bank or Bank Indemnitees), malfunction of equipment or software (except to the extent such malfunction is primarily attributable to Bank's negligence, or willful misconduct in maintaining the equipment or software), failure of or the effect of rules or operations of any external funds

transfer system, inability to obtain or interruption of external communications facilities, or any cause beyond the reasonable control of Bank (including without limitation, the non-availability of appropriate foreign exchange). Bank shall endeavor to promptly notify Customer when it becomes aware of any situation outlined above, but shall not be liable for failure to do so. If Bank is prevented from carrying out its obligations under this Agreement for a period of thirty days, Customer may terminate the Agreement by giving Bank not less than thirty days' notice, without prejudice to any of the rights of any party accrued prior to the date of termination.

7.3Bank May Consult With Counsel.

Bank shall be entitled to rely on, and may act upon the advice of professional advisers in relation to matters of law, regulation or market practice (which may be the professional advisers of Customer), and shall not be liable to Customer for any action reasonably taken or omitted pursuant to such advice; provided that Bank has selected and retained such professional advisers using reasonable care and acts reasonably in reliance on the advice.

7.4Bank Provides Diverse Financial Services and May Generate Profits as a Result.

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

8.TAXATION

8.1Tax Obligations.

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

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

(c)Customer shall be responsible for the payment of all taxes relating to the Financial Assets in the Securities Account, and Customer shall pay, indemnify and hold Bank harmless from and against any and all liabilities, penalties, interest or additions to tax with respect to or resulting from, any delay in, or failure by, Bank (1) to pay, withhold or report any U.S. federal, state or local taxes or foreign taxes imposed on, or (2) to report interest, dividend or other income paid or credited to the Cash Account, whether

such failure or delay by Bank to pay, withhold or report tax or income is the result of (x) Customer's failure to comply with the terms of this paragraph, or (y) Bank's own acts or omissions; provided however, Customer shall not be liable to Bank for any penalty or additions to tax due as a result of Bank's failure to pay or withhold tax or to report interest, dividend or other income paid or credited to the Cash Account solely as a result of Bank's negligent acts or omissions.

8.2Tax Reclaims.

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

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

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

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

9.TERMINATION

(a)Either party may terminate this Agreement by an instrument in writing delivered or mailed, postage prepaid, to the other party, such termination to take effect not sooner than sixty days after the date of such delivery or mailing if termination is being sought by Customer, for itself or on behalf of a Fund, and not sooner than one hundred twenty days after the date of such delivery or mailing if termination is being sought by Bank. Termination of this Agreement with respect to any one particular Fund shall in no way affect the rights and duties under this Agreement with respect to any other Fund. If Customer gives notice of termination, it must provide full details of the persons to whom Bank must deliver Financial Assets and cash. If Bank gives notice of termination, then Customer must, within one hundred twenty days following receipt of the notice, notify Bank of details of its new custodian, failing which Bank may elect (at any time after one hundred twenty days following Customer's receipt of the notice) either to retain the Financial Assets and cash until such details are given, continuing to charge fees due (in which case Bank's sole obligation shall be for the safekeeping of the Financial Assets and cash), or deliver the Financial Assets and cash to Customer. Bank shall in any event be entitled to deduct any uncontested amounts owing to it prior to delivery of the Financial Assets and cash (and, accordingly, Bank shall be entitled to deduct cash from the Cash Account in satisfaction of uncontested amounts owing to it); provided, however, that Bank shall first provide Customer with a statement setting forth such amounts owing to it and provide Customer two days' advance notice before effecting any such deduction, during which time Customer shall be entitled to determine the priority order in which such Financial Assets and cash are to be used to satisfy the outstanding uncontested amounts. Customer shall reimburse Bank promptly for all reasonable out-of- pocket expenses it incurs in delivering Financial Assets upon termination by Customer. Termination

pursuant to this Section shall not affect any of the liabilities either party owes to the other arising under this Agreement prior to such termination.

(b)In the event of any termination of the Agreement for any reason whatsoever, Bank shall, for a period of up to one hundred twenty days after termination of the Agreement, (i) continue to provide all or part of the services under the Agreement if requested by Customer, which services shall be subject to the terms and conditions of the Agreement during the transition period unless otherwise agreed to by the parties; (ii) provide to Customer or any successor custodian all assistance reasonably requested to enable Customer or the successor custodian to commence providing services similar to those under the Agreement; and (iii) subject to the same limitations in place during the term of the Agreement, provide Customer with access to all records in the possession of Bank relating to Customer. In connection with any termination of the Agreement for any reason whatsoever, the parties shall also promptly develop a transition plan setting forth a reasonable timetable for the transition of Financial Assets and cash to Customer or any successor custodian and describing the parties' respective responsibilities for transitioning the services back to Customer or any successor custodian in an orderly and uninterrupted fashion. Customer will use all reasonable efforts to transition to a successor custodian as soon as possible following the effective date of termination.

10.MISCELLANEOUS

10.1Notices.

Notices (other than Instructions) shall be served by registered mail or hand delivery to the address of the respective parties as set out on the first page of this Agreement, unless notice of a new address is given to the other party in writing. Notice shall not be deemed to be given unless it has been received.

10.2Successors and Assigns.

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

10.3Interpretation.

Headings are for convenience only and are not intended to affect interpretation. References to sections are to sections of this Agreement and references to sub-sections and paragraphs are to sub-sections of the sections and paragraphs of the sub-sections in which they appear.

10.4Entire Agreement.

This Agreement amends and restates the Amended and Restated Global Custody Agreement dated as of June 25, 2001 between Customer and Bank (the "Prior Agreement"), and the terms of this Agreement replace the terms of the Prior Agreement effective as of the date of this Agreement. This Agreement, including any Schedules, Appendices, Annexes, Exhibits, and Riders (and any separate agreement which Bank and Customer may enter into with respect to the services provided under this Agreement), sets out the entire Agreement between the parties in connection with the subject matter, and, unless otherwise agreed to by the parties, this Agreement supersedes any other agreement, statement, or representation relating to the services provided under this Agreement, whether oral or written. Amendments must be in writing and signed by both parties. For clarity, however, the continuation of any other agreements that reference the Prior Agreement is not intended to be affected by the fact of the amendment and restatement of the Prior Agreement by this Agreement, and reference in such agreements to the Prior Agreement shall be considered

to be a reference to this Agreement effective as of the date of this Agreement (provided that matters relating to the time period prior to the date of this Agreement are governed by the terms of the Prior Agreement).

10.5Information Concerning Deposits at Bank.

(a)Under U.S. federal law, deposit accounts that the Customer maintains in Bank's foreign branches (outside of the U.S.) are not insured by the Federal Deposit Insurance Corporation. In the event of Bank's liquidation, foreign branch deposits have a lesser preference than U.S. deposits, and such foreign deposits are subject to cross-border risks.

(b)Bank's London Branch is a participant in the UK Financial Services Compensation Scheme (the "FSCS"), and the following terms apply to the extent any amount standing to the credit of the Cash Account is deposited in one or more deposit accounts at Bank's London Branch. The terms of the FSCS offer protection in connection with deposits to certain types of claimants to whom Bank's London Branch provides services in the event that they suffer a financial loss as a direct consequence of Bank's London Branch being unable to meet any of its obligations and, subject to the FSCS rules regarding eligible deposits, the Customer may have a right to claim compensation from the FSCS. Subject to the FSCS rules, the maximum compensation payable by the FSCS, as at the date of this Agreement, in relation to eligible deposits is £85,000.

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

10.6Confidentiality.

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

10.7Data Privacy and Security.

Bank will implement and maintain a written information security program, in compliance with all federal, state and local laws and regulations (including any similar international laws) applicable to Bank, that contains reasonable and appropriate security measures designed to safeguard the personal information of the Funds' shareholders, employees, trustees and/or officers that Bank or any Subcustodian receives, stores, maintains, processes, transmits or otherwise accesses in connection with the provision of services hereunder. In this regard, Bank will establish and maintain policies, procedures, and technical, physical, and administrative safeguards, designed to (i) ensure the security and confidentiality of all personal information and any other confidential information that Bank receives, stores, maintains, processes or otherwise accesses in connection with the provision of services hereunder, (ii) protect against any

reasonably foreseeable threats or hazards to the security or integrity of personal information or other confidential information, (iii) protect against unauthorized access to or use of personal information or other confidential information, (iv) maintain reasonable procedures to detect and respond to any internal or external security breaches, and (v) ensure appropriate disposal of personal information or other confidential information.

Bank will monitor and review its information security program and revise it, as necessary and in its sole discretion, to ensure it appropriately addresses any applicable legal and regulatory requirements. Bank shall periodically test and review its information security program.

Bank shall respond to Customer's reasonable requests for information concerning Bank's information security program and, upon request, Bank will provide a copy of its applicable policies and procedures, or in Bank's discretion, summaries thereof, to Customer, to the extent Bank is able to do so without divulging information Bank reasonably believes to be proprietary or Bank confidential information. Upon reasonable request, Bank shall discuss with Customer the information security program of Bank. Bank also agrees, upon reasonable request, to complete any security questionnaire provided by Customer to the extent Bank is able to do so without divulging sensitive, proprietary, or Bank confidential information and return it in a commercially reasonable period of time (or provide an alternative response that reasonably addresses the points included in the questionnaire). Customer acknowledges that certain information provided by Bank, including internal policies and procedures, may be proprietary to Bank, and agrees to protect the confidentiality of all such materials it receives from Bank.

Bank agrees to resolve promptly any applicable control deficiencies that come to its attention that do not meet the standards established by federal and state privacy and data security laws, rules, regulations, and/or generally accepted industry standards related to Bank's information security program.

Bank shall: (i) promptly notify Customer of any confirmed unauthorized access to personal information or other confidential information of Customer ("Breach of Security"); (ii) promptly furnish to Customer appropriate details of such Breach of Security and assist Customer in assessing the Breach of Security to the extent it is not privileged information or part of an investigation; (iii) reasonably cooperate with Customer in any litigation and investigation of third parties reasonably deemed necessary by Customer to protect its proprietary and other rights; (iv) use reasonable precautions to prevent a recurrence of a Breach of Security; and (v) take all reasonable and appropriate action to mitigate any potential harm related to a Breach of Security, including any reasonable steps requested by Customer that are practicable for Bank to implement. Nothing in the immediately preceding sentence shall obligate Bank to provide Customer with information regarding any of Bank's other customers or clients that are affected by a Breach of Security, nor shall the immediately preceding sentence limit Bank's ability to take any actions that Bank believes are appropriate to remediate any Breach of Security unless such actions would prejudice or otherwise limit Customer's ability to bring its own claims or actions against third parties related to the Breach of Security. If Bank discovers or becomes aware of a suspected data or security breach that may involve an improper access, use, disclosure, or alteration of personal information or other confidential information of Customer, Bank shall, except to the extent prohibited by Applicable Law or directed otherwise by a governmental authority not to do so, promptly notify Customer that it is investigating a potential breach and keep Customer informed as reasonably practicable of material developments relating to the investigation until Bank either confirms that such a breach has occurred (in which case the first sentence of this paragraph will apply) or confirms that no data or security breach involving personal information or other confidential information of Customer has occurred.

For these purposes, "personal information" shall mean (i) an individual's name (first initial and last name or first name and last name), address or telephone number plus (a) social security number, (b) driver's license number, (c) state identification card number, (d) debit or credit card number, (e) financial account

number, (f) passport number, or (g) personal identification number or password that would permit access to a person's account or (ii) any combination of the foregoing that would allow a person to log onto or access an individual's account. This provision will survive termination or expiration of the Agreement for so long as Bank or any Subcustodian continues to possess or have access to personal information related to Customer. Notwithstanding the foregoing "personal information" shall not include information that is lawfully obtained from publicly available information, or from federal, state or local government records lawfully made available to the general public.

10.8Business Continuity and Disaster Recovery.

Bank shall maintain and update from time to time business continuation and disaster recovery procedures with respect to its global custody business, which are designed, in the event of a significant business disruption affecting Bank, to be sufficient to enable Bank to resume and continue to perform its duties and obligations under this Agreement without undue delay or disruption. Bank shall test the operability of such procedures at least annually. Bank shall enter into and shall maintain in effect at all times during the term of this Agreement reasonable provision for (i) periodic back-up of the computer files and data with respect to Customer and (ii) use of alternative electronic data processing equipment to provide services under this Agreement. Upon reasonable request, Bank shall discuss with Customer any business continuation and disaster recovery procedures of Bank. Bank represents that its business continuation and disaster recovery procedures are appropriate for its business as a global custodian to investment companies registered under the 1940 Act.

10.9Insurance.

Bank shall not be required to maintain any insurance coverage for the benefit of Customer.

10.10Governing Law and Jurisdiction, Certification of Residency.

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

10.11Severability and Waiver.

(a)If one or more provisions of this Agreement are held invalid, illegal or unenforceable in any respect on the basis of any particular circumstances or in any jurisdiction, the validity, legality and enforceability of such provision or provisions under other circumstances or in other jurisdictions and of the remaining provisions shall not in any way be affected or impaired.

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

10.12Counterparts.

This Agreement may be executed in several counterparts, each of which shall be deemed to be an original and together shall constitute one and the same agreement.

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

[Signature page to follow.]

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

EACH OF THE OPEN-END MANAGEMENT INVESTMENT COMPANIES LISTED ON EXHIBIT 1 HERETO

By:	/s/ Thomas J. Higgins

Name:	Thomas J. Higgins
Title:	Chief Financial Officer

JPMORGAN CHASE BANK, N.A.

By:	/s/ Teresa Heitsenrether
Name:	Teresa Heitsenrether
Title:	Managing Director

EXHIBIT 1

Vanguard Admiral Funds

Vanguard S&P 500 Growth Index Fund

Vanguard S&P 500 Value Index Fund

Vanguard S&P Mid-Cap 400 Growth Index Fund Vanguard S&P Mid-Cap 400 Index Fund Vanguard S&P Mid-Cap 400 Value Index Fund Vanguard S&P Small-Cap 600 Growth Index Fund Vanguard S&P Small-Cap 600 Index Fund Vanguard S&P Small-Cap 600 Value Index Fund

Vanguard Bond Index Funds

Vanguard Inflation-Protected Securities Fund Vanguard Intermediate-Term Bond Index Fund Vanguard Long-Term Bond Index Fund Vanguard Short-Term Bond Index Fund Vanguard Total Bond Market Index Fund Vanguard Total Bond Market II Index Fund

Vanguard Chester Funds

Vanguard Target Retirement 2020 Fund

Vanguard Target Retirement 2025 Fund

Vanguard Target Retirement 2030 Fund

Vanguard Target Retirement 2035 Fund

Vanguard Target Retirement 2040 Fund

Vanguard Target Retirement 2045 Fund

Vanguard Target Retirement 2050 Fund

Vanguard Target Retirement 2055 Fund

Vanguard Target Retirement 2060 Fund

Vanguard Target Retirement 2065 Fund Vanguard Target Retirement Income Fund

Vanguard CMT Funds

Vanguard Market Liquidity Fund

Vanguard Fixed Income Securities Funds

Vanguard GNMA Fund

Vanguard High-Yield Corporate Fund

Vanguard Long-Term Investment-Grade Fund

Vanguard REIT II Index Fund

Vanguard Ultra-Short-Term Bond Fund

Vanguard Index Funds

Vanguard Growth Index Fund

Vanguard Mid-Cap Growth Index Fund

Vanguard Mid-Cap Value Index Fund

Vanguard Small-Cap Index Fund

Vanguard Total Stock Market Index Fund

Vanguard Malvern Funds

Vanguard Short-Term Inflation-Protected Securities Index Fund

Vanguard Scottsdale Funds

Vanguard Intermediate-Term Corporate Bond Index Fund Vanguard Intermediate-Term Government Bond Index Fund Vanguard Long-Term Corporate Bond Index Fund Vanguard Long-Term Government Bond Index Fund Vanguard Mortgage-Backed Securities Index Fund Vanguard Short-Term Corporate Bond Index Fund Vanguard Short-Term Government Bond Index Fund

Vanguard Specialized Funds

Vanguard Dividend Appreciation Index Fund

Vanguard Health Care Fund

Vanguard Precious Metals and Mining Fund

Vanguard STAR Funds

Vanguard LifeStrategy Conservative Growth Fund

Vanguard LifeStrategy Growth Fund

Vanguard LifeStrategy Income Fund

Vanguard LifeStrategy Moderate Growth Fund

Vanguard Total International Stock Index Fund

Vanguard Tax-Managed Funds

Vanguard Tax-Managed Balanced Fund

Vanguard Valley Forge Funds

Vanguard Balanced Index Fund

Vanguard Variable Insurance Funds

Global Bond Index Portfolio

Total Bond Market Index Portfolio

Total International Stock Market Index Portfolio

Vanguard Wellesley Income Fund

Vanguard Wellington Fund

Vanguard Whitehall Funds

Vanguard International Explorer Fund

Vanguard World Fund

Vanguard Extended Duration Treasury Index Fund

Vanguard Global Wellesley Income Fund

Vanguard Global Wellington Fund

Vanguard International Growth Fund

The terms and conditions as set forth in the Agreement (except for Sections 2.1 and 2.2) apply with respect to the Trusts and Funds listed below limited to their use of account number P 62749 in Vanguard Directly Managed Securities Lending transactions:

Vanguard Chester Funds

Vanguard PRIMECAP Fund

Vanguard Explorer Fund

Vanguard Fenway Funds

Vanguard Equity Income Fund

Vanguard PRIMECAP Core Fund

Vanguard Horizon Funds

Vanguard Capital Opportunity Fund

Vanguard Global Equity Fund

Vanguard Strategic Equity Fund

Vanguard Strategic Small-Cap Equity Fund

Vanguard Index Funds

Vanguard 500 Index Fund

Vanguard Extended Market Index Fund

Vanguard Large-Cap Index Fund

Vanguard Mid-Cap Index Fund

Vanguard Small-Cap Growth Index Fund

Vanguard Small-Cap Value Index Fund

Vanguard Value Index Fund

Vanguard Institutional Index Funds

Vanguard Institutional Index Fund

Vanguard Institutional Total Stock Market Index Fund

Vanguard International Equity Index Funds

Vanguard Emerging Markets Stock Index Fund

Vanguard European Stock Index Fund

Vanguard FTSE All-World ex-US Index Fund

Vanguard FTSE All-World ex-US Small-Cap Index Fund

Vanguard Global ex-U.S. Real Estate Index Fund Vanguard Pacific Stock Index Fund Vanguard Total World Stock Index Fund

Vanguard Malvern Funds

Vanguard Capital Value Fund

Vanguard U.S. Value Fund

Vanguard Montgomery Funds

Vanguard Market Neutral Fund

Vanguard Morgan Growth Fund

Vanguard Quantitative Funds

Vanguard Growth and Income Fund

Vanguard Scottsdale Funds Vanguard Explorer Value Fund

Vanguard Russell 1000 Growth Index Fund Vanguard Russell 1000 Index Fund Vanguard Russell 1000 Value Index Fund Vanguard Russell 2000 Growth Index Fund Vanguard Russell 2000 Index Fund Vanguard Russell 2000 Value Index Fund Vanguard Russell 3000 Index Fund

Vanguard Specialized Funds

Vanguard Dividend Growth Fund

Vanguard Energy Fund

Vanguard REIT Index Fund

Vanguard Tax-Managed Funds

Vanguard Developed Markets Index Fund

Vanguard Trustees' Equity Fund

Vanguard Emerging Markets Select Stock Fund

Vanguard International Value Fund

Vanguard Variable Insurance Funds

Balanced Portfolio

Capital Growth Portfolio

Diversified Value Portfolio

Equity Income Portfolio

Equity Index Portfolio

Growth Portfolio

International Portfolio

Mid-Cap Index Portfolio

REIT Index Portfolio

Small Company Growth Portfolio

Vanguard Whitehall Funds

Vanguard Global Minimum Volatility Fund

Vanguard High Dividend Yield Index Fund

Vanguard International Dividend Appreciation Index Fund

Vanguard International High Dividend Yield Index Fund

Vanguard Mid-Cap Growth Fund

Vanguard Selected Value Fund

Vanguard Windsor Funds

Vanguard Windsor Fund

Vanguard Windsor II Fund

Vanguard World Fund

Vanguard Consumer Discretionary Index Fund

Vanguard Consumer Staples Index Fund

Vanguard Energy Index Fund

Vanguard Financials Index Fund

Vanguard FTSE Social Index Fund

Vanguard Health Care Index Fund

Vanguard Industrials Index Fund

Vanguard Information Technology Index Fund

Vanguard Materials Index Fund

Vanguard Mega Cap Growth Index Fund

Vanguard Mega Cap Index Fund

Vanguard Mega Cap Value Index Fund

Vanguard Telecommunication Services Index Fund

Vanguard U.S. Growth Fund

Vanguard Utilities Index Fund

APPENDIX 1

Information Regarding Country Risk

1.To aid Customer in its determinations regarding Country Risk, Bank shall furnish annually and upon the initial placing of Financial Assets and cash into a country the following information (check items applicable):

A.Opinions of local counsel concerning:

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

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

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

B.Written information concerning:

_X_	i. The foreseeability of expropriation, nationalization, freezes, or confiscation of
Customer's Financial Assets.
_X_	ii. Whether difficulties in converting Customer's cash and cash equivalents to U.S. dollars

are reasonably foreseeable.

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

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

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

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

ANNEX A - Electronic Access

1.Bank may permit the Customer and its Authorized Persons to access certain electronic systems and applications (collectively, the "Products") and to access or receive electronically Data (as defined below) in connection with the Agreement. Bank may, from time to time, introduce new features to the Products or otherwise modify or delete existing features of the Products in its sole discretion. Bank shall endeavor to give the Customer reasonable notice of its termination or suspension of access to the Products, including suspension or cancelation of any User Codes, but may do so immediately if Bank determines, in its sole discretion, that providing access to the Products would violate Applicable Law or that the security or integrity of the Products is known or reasonably suspected to be at risk. Access to the Products shall be subject to the Security Procedure.

2.In consideration of the fees paid by the Customer to Bank and subject to any applicable software license addendum in relation to Bank-owned or sublicensed software provided for a particular application and Applicable Law, Bank grants to the Customer a non-exclusive, non-transferable, limited and revocable license to use the Products and the information and data made available through the Products or transferred electronically (the "Data") for the Customer's internal business use only. The Customer may download the Data and print out hard copies for its reference, provided that it does not remove any copyright or other notices contained therein. The license granted herein will permit use by the Customer's Authorized Person, provided that such use shall be in compliance with the Agreement, including this Annex. The Customer acknowledges that elements of the Data, including prices, Corporate Action information, and reference data, may have been licensed by Bank from third parties and that any use of such Data beyond that authorized by the foregoing license, may require the permission of one or more third parties in addition to Bank. Notwithstanding the foregoing, nothing in this Section 2, or elsewhere in this Annex, shall be deemed to give Bank or its licensors ownership of, or any rights in or to, any confidential information of the Customer, including as it may be accessible or receivable through the Products, and all rights in and to such information shall be retained exclusively by the Customer.

3.The Customer acknowledges that there are security, cyberfraud, corruption, transaction error and access availability risks associated with using open networks such as the internet, and the Customer hereby expressly assumes such risks; for clarity, however, the foregoing shall not relieve Bank of its obligation under the first sentence of Section 4 of this Annex. The Customer is solely responsible for obtaining, maintaining and operating all systems, software (including antivirus software, anti-spyware software, and other internet security software) and personnel necessary for the Customer to access and use the Products. All such software must be interoperable with Bank's software. Each of the Customer and Bank shall be responsible for the proper functioning, maintenance and security of its own systems, services, software and other equipment.

4.In cases where Bank's website is unexpectedly down or otherwise unavailable, Bank shall, absent a force majeure event, provide other appropriate means for the Customer or its Authorized Persons to instruct Bank or obtain reports from Bank. Provided that Bank complies with its obligation to provide such other appropriate means, Bank shall not be liable for any Liabilities arising out of the Customer's inability to access or use the Products via Bank's website in the absence of Bank's gross negligence, fraud or willful misconduct.

5.Use of the Products may be monitored, tracked, and recorded. In using the Products, the Customer hereby expressly consents to such monitoring, tracking, and recording, and will ensure that all persons using the Products through or on behalf of Customer are advised of and have consented to this monitoring, tracking and recording, and Bank's right to disclose data derived from such activity in accordance with the Agreement, including this Annex. Bank shall own all right, title and interest in the data reflecting Customer's usage of the Products or Bank's website (including, but not limited to, general usage

data and aggregated transaction data). For clarity, the foregoing shall not be deemed to give Bank ownership of, or any rights in or to, the Customer's confidential information (whether or not in aggregated form), the use or disclosure of which shall at all times be subject to Section 10.6 of this Agreement other otherwise agreed to by the Parties.

6.The Customer shall not knowingly use the Products to transmit (i) any virus, worm, or destructive element or any programs or data that may be reasonably expected to interfere with or disrupt the Products or servers connected to the Products; (ii) material that violates the rights of another, including but not limited to the intellectual property rights of another; and (iii) "junk mail", "spam", "chain letters" or unsolicited mass distribution of e-mail.

7.The Customer shall promptly and accurately designate in writing to Bank the geographic location of its users upon written request. The Customer further represents and warrants to Bank that the Customer shall not access the Products from any jurisdiction which Bank informs the Customer or where the Customer has actual knowledge that the Products are not authorized for use due to local regulations or laws, including applicable software export rules and regulations. Prior to submitting any document which designates the persons authorized to act on the Customer's behalf, the Customer shall obtain from each individual referred to in such document all necessary consents to enable Bank to process the data set out therein for the purposes of providing the Products.

8.Bank and Customer will be subject to and shall comply with all Applicable Law concerning restricting collection, use, disclosure, processing and free movement of the Data (collectively, the "Privacy Regulations"). The Privacy Regulations may include, as applicable, the Federal "Privacy of Consumer Financial Information" Regulation (12 CFR Part 40) and Interagency Guidelines Establishing Information Security Standards (App B to 12 CFR Part 30), as amended from time to time, issued pursuant to Section 504 of the Gramm-Leach-Bliley Act of 1999 (15 U.S.C. §6801, et seq.), the Health and Insurance Portability and Accountability Act of 1996 (42 U.S.C. §1320d), The Data Protection Act 1998 and Directive 95/46/EC, 2009/136/EC and 2002/58/EC of the European Parliament and of the Council, as amended from time to time, and applicable implementing legislation in connection with the protection of individuals with regard to processing of personal data and the free movement of such data.

9.The Customer shall be responsible for the compliance of its Authorized Persons with the terms of the Agreement, including this Annex.

SCHEDULE 1 – AGENT AND CASH NETWORK (CUSTODY & FUND SERVICES)

MARKET	SUBCUSTODIAN	CASH CORRESPONDENT BANK
ARGENTINA	HSBC Bank Argentina S.A.	HSBC Bank Argentina S.A.
	Bouchard 680, 9th Floor	Buenos Aires
	C1106ABJ Buenos Aires
	ARGENTINA
AUSTRALIA	JPMorgan Chase Bank, N.A.**	Australia and New Zealand Banking
	Level 31, 101 Collins Street	Group Ltd.
	Melbourne 3000	Melbourne
	AUSTRALIA
AUSTRIA	UniCredit Bank Austria AG	J.P. Morgan AG**
	Julius Tandler Platz 3	Frankfurt am Main
	A 1090 Vienna
	AUSTRIA
BAHRAIN	HSBC Bank Middle East Limited	HSBC Bank Middle East Limited
	Road No 2832	Al Seef
	Al Seef 428
	BAHRAIN
BANGLADESH	Standard Chartered Bank	Standard Chartered Bank
	Portlink Tower	Dhaka
	Level 6, 67 Gulshan Avenue
	Gulshan
	Dhaka 1212
	BANGLADESH
BELGIUM	BNP Paribas Securities Services S.C.A.	J.P. Morgan A.G.**
	Central Plaza Building	Frankfurt am Main
	Rue de Loxum, 25
	7th Floor
	1000 Brussels
	BELGIUM
BERMUDA	HSBC Bank Bermuda Limited	HSBC Bank Bermuda Limited
	6 Front Street	Hamilton
	Hamilton HM 11
	BERMUDA
BOTSWANA	Standard Chartered Bank Botswana Limited	Standard Chartered Bank Botswana
	5th Floor, Standard House	Limited
	P.O. Box 496	Gaborone
	Queens Road, The Mall
	Gaborone
	BOTSWANA

BRAZIL	J.P. Morgan S.A. DTVM**	J.P. Morgan S.A. DTVM**
	Av. Brigadeiro Faria Lima, 3729, Floor 06	Sao Paulo
	Sao Paulo SP 04538 905
	BRAZIL
BULGARIA	Citibank Europe plc	ING Bank N.V.
	Serdika Offices	Sofia
	10th Floor
	48 Sitnyakovo Blvd
	Sofia 1505
	BULGARIA
CANADA	Canadian Imperial Bank of Commerce	Royal Bank of Canada
	1 York Street, Suite 900	Toronto
	Toronto Ontario M5J 0B6
	CANADA
	Royal Bank of Canada
	155 Wellington Street West,
	Toronto Ontario M5V 3L3
	CANADA
CHILE	Banco Santander Chile	Banco Santander Chile
	Bandera 140, Piso 4	Santiago
	Santiago
	CHILE
CHINA A	HSBC Bank (China) Company Limited	HSBC Bank (China) Company Limited
SHARE	33/F, HSBC Building, Shanghai ifc	Shanghai
	8 Century Avenue, Pudong
	Shanghai 200120
	THE PEOPLE'S REPUBLIC OF CHINA
CHINA B	HSBC Bank (China) Company Limited	JPMorgan Chase Bank, N.A.**
SHARE	33/F, HSBC Building, Shanghai ifc	New York
	8 Century Avenue, Pudong
	Shanghai 200120	JPMorgan Chase Bank, N.A.**
	THE PEOPLE'S REPUBLIC OF CHINA	Hong Kong
CHINA	JPMorgan Chase Bank, N.A.**	JPMorgan Chase Bank, N.A.**
CONNECT	48th Floor, One Island East	Hong Kong
	18 Westlands Road, Quarry Bay
	HONG KONG
COLOMBIA	Cititrust Colombia S.A.	Cititrust Colombia S.A.
	Carrera 9 A # 99 02, 3rd floor	Bogotá
	Bogota
	COLOMBIA

COSTA RICA Banco BCT, S.A.	Banco BCT, S.A.
150 Metros Norte de la Catedral	San Jose
Metropolitana
Edificio BCT
San Jose
COSTA RICA

*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION*

CROATIA	Privredna banka Zagreb d.d.	Zagrebacka banka d.d.
	Radnicka cesta 50	Zagreb
	10000 Zagreb
	CROATIA
CYPRUS	HSBC Bank plc	J.P. Morgan AG**
	109 111, Messogian Ave.	Frankfurt am Main
	115 26 Athens
	GREECE
CZECH	UniCredit Bank Czech Republic and Slovakia,	Ceskoslovenska obchodni banka, a.s.
REPUBLIC	a.s.	Prague
	BB Centrum FILADELFIE
	Zeletavska 1525 1
	140 92 Prague 1
	CZECH REPUBLIC
DENMARK	Nordea Bank AB (publ)	Nordea Bank AB (publ)
	Christiansbro	Copenhagen
	Strandgade 3
	P.O. Box 850
	DK 0900 Copenhagen
	DENMARK
EGYPT	Citibank, N.A.	Citibank, N.A.
	4 Ahmed Pasha Street	Cairo
	Garden City
	Cairo
	EGYPT
ESTONIA	Swedbank AS	J.P. Morgan AG**
	Liivalaia 8	Frankfurt am Main
	15040 Tallinn
	ESTONIA
FINLAND	Nordea Bank AB (publ)	J.P. Morgan AG**
	Aleksis Kiven katu 3 5	Frankfurt am Main
	FIN 00020 NORDEA Helsinki
	FINLAND
FRANCE	BNP Paribas Securities Services S.C.A.	J.P. Morgan AG**
	3, rue d'Antin	Frankfurt am Main
	75002 Paris
	FRANCE

GERMANY	Deutsche Bank AG	J.P. Morgan AG**
	Alfred Herrhausen Allee 16 24	Frankfurt am Main
	D 65760 Eschborn
	GERMANY
	J.P. Morgan AG#**
	Taunustor 1 (TaunusTurm)
	60310 Frankfurt am Main
	GERMANY
	# Custodian for local German custody clients
	only.
GHANA	Standard Chartered Bank Ghana Limited	Standard Chartered Bank Ghana Limited
	Accra High Street	Accra
	P.O. Box 768
	Accra
	GHANA
GREECE	HSBC Bank plc	J.P. Morgan AG**
	Messogion 109 111	Frankfurt am Main
	11526 Athens
	GREECE
HONG KONG	JPMorgan Chase Bank, N.A.**	JPMorgan Chase Bank, N.A.**
	48th Floor, One Island East	Hong Kong
	18 Westlands Road, Quarry Bay
	HONG KONG
HUNGARY	Deutsche Bank AG	ING Bank N.V.
	Hold utca 27	Budapest
	H 1054 Budapest
	HUNGARY
ICELAND	Islandsbanki hf.	Islandsbanki hf.
	Kirkjusandur 2	Reykjavik
	IS 155 Reykjavik
	ICELAND

*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION*

INDIA	JPMorgan Chase Bank, N.A.**	JPMorgan Chase Bank, N.A.**
	6th Floor, Paradigm 'B' Wing	Mumbai
	Mindspace, Malad (West)
	Mumbai 400 064
	INDIA
INDONESIA	PT Bank HSBC Indonesia	PT Bank HSBC Indonesia
	Menara Mulia 25th Floor	Jakarta
	Jl. Jendral Gatot Subroto Kav. 9 11
	Jakarta 12930
	INDONESIA

IRELAND	JPMorgan Chase Bank, N.A.**	J.P. Morgan AG**
	25 Bank Street, Canary Wharf	Frankfurt am Main
	London E14 5JP
	UNITED KINGDOM
ISRAEL	Bank Leumi le Israel B.M.	Bank Leumi le Israel B.M.
	35, Yehuda Halevi Street	Tel Aviv
	65136 Tel Aviv
	ISRAEL
ITALY	BNP Paribas Securities Services S.C.A.	J.P. Morgan AG**
	Piazza Lina Bo Bardi, 3	Frankfurt am Main
	20124 Milan
	ITALY
JAPAN	Mizuho Bank, Ltd.	JPMorgan Chase Bank, N.A.**
	2 15 1, Konan	Tokyo
	Minato ku
	Tokyo 108 6009
	JAPAN
	The Bank of Tokyo Mitsubishi UFJ, Ltd.
	1 3 2 Nihombashi Hongoku cho
	Chuo ku
	Tokyo 103 0021
	JAPAN
JORDAN	Standard Chartered Bank	Standard Chartered Bank
	Shmeissani Branch	Amman
	Al Thaqafa Street
	Building # 2
	P.O. Box 926190
	Amman
	JORDAN
KAZAKHSTAN	JSC Citibank Kazakhstan	Subsidiary Bank Sberbank of Russia Joint
	Park Palace, Building A, Floor 2	Stock Company
	41 Kazybek Bi	Almaty
	Almaty 050010
	KAZAKHSTAN
KENYA	Standard Chartered Bank Kenya Limited	Standard Chartered Bank Kenya Limited
	Chiromo	Nairobi
	48 Westlands Road
	Nairobi 00100
	KENYA
KUWAIT	HSBC Bank Middle East Limited	HSBC Bank Middle East Limited
	Kuwait City, Sharq Area	Safat
	Abdulaziz Al Sager Street
	Al Hamra Tower, 37F
	Safat 13017
	KUWAIT

LATVIA	Swedbank AS	J.P. Morgan AG**
	Balasta dambis 1a	Frankfurt am Main
	Riga LV 1048
	LATVIA
LITHUANIA	AB SEB Bankas	J.P. Morgan AG**
	12 Gedimino pr.	Frankfurt am Main
	LT 2600 Vilnius
	LITHUANIA
LUXEMBOURG	BNP Paribas Securities Services S.C.A.	J.P. Morgan AG**
	33, Rue de Gasperich	Frankfurt am Main
	L 5826 Hesperange
	LUXEMBOURG
MALAWI	Standard Bank Limited, Malawi	Standard Bank Limited, Malawi
	1st Floor Kaomba House	Blantyre
	Cnr Glyn Jones Road & Victoria Avenue
	Blantyre
	MALAWI

*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION*

MALAYSIA	HSBC Bank Malaysia Berhad	HSBC Bank Malaysia Berhad
	2 Leboh Ampang	Kuala Lumpur
	12th Floor, South Tower
	50100 Kuala Lumpur
	MALAYSIA
MAURITIUS	The Hongkong and Shanghai Banking	The Hongkong and Shanghai Banking
	Corporation Limited	Corporation Limited
	HSBC Centre	Ebene
	18 Cybercity
	Ebene
	MAURITIUS
MEXICO	Banco Nacional de Mexico, S.A.	Banco Santander (Mexico), S.A.
	Act. Roberto Medellin No. 800 3er Piso Norte	Mexico, D.F.
	Colonia Santa Fe
	01210 Mexico, D.F.
	MEXICO
MOROCCO	Société Générale Marocaine de Banques	Attijariwafa Bank S.A.
	55 Boulevard Abdelmoumen	Casablanca
	Casablanca 20100
	MOROCCO

NAMIBIA	Standard Bank Namibia Limited	The Standard Bank of South Africa
	2nd Floor, Town Square Building	Limited
	Corner of Werner List and Post Street Mall	Johannesburg
	P.O. Box 3327
	Windhoek
	NAMIBIA
NETHERLANDS	BNP Paribas Securities Services S.C.A.	J.P. Morgan AG**
	Herengracht 595	Frankfurt am Main
	1017 CE Amsterdam
	NETHERLANDS
NEW ZEALAND	JPMorgan Chase Bank, N.A.**	Westpac Banking Corporation
	Level 13, 2 Hunter Street	Wellington
	Wellington 6011
	NEW ZEALAND
NIGERIA	Stanbic IBTC Bank Plc	Stanbic IBTC Bank Plc
	Plot 1712	Lagos
	Idejo Street
	Victoria Island
	Lagos
	NIGERIA
NORWAY	Nordea Bank AB (publ)	Nordea Bank AB (publ)
	Essendropsgate 7	Oslo
	P.O. Box 1166
	NO 0107 Oslo
	NORWAY
OMAN	HSBC Bank Oman S.A.O.G.	HSBC Bank Oman S.A.O.G.
	2nd Floor Al Khuwair	Seeb
	P.O. Box 1727 PC 111
	Seeb
	OMAN
PAKISTAN	Standard Chartered Bank (Pakistan) Limited	Standard Chartered Bank (Pakistan)
	P.O. Box 4896	Limited
	Ismail Ibrahim Chundrigar Road	Karachi
	Karachi 74000
	PAKISTAN
PERU	Citibank del Per÷ S.A.	Banco de Crédito del Per÷
	Av. Canaval y Moreryra 480 Piso 3	Lima
	San Isidro
	Lima 27
	PERU

PHILIPPINES	The Hongkong and Shanghai Banking	The Hongkong and Shanghai Banking
	Corporation Limited	Corporation Limited
	7/F HSBC Centre	Taguig City
	3058 Fifth Avenue West
	Bonifacio Global City
	1634 Taguig City
	PHILIPPINES
POLAND	Bank Handlowy w. Warszawie S.A.	mBank S.A.
	ul. Senatorska 16	Warsaw
	00 923 Warsaw
	POLAND
PORTUGAL	BNP Paribas Securities Services S.C.A.	J.P. Morgan AG**
	Avenida D.Jo÷o II, Lote 1.18.01, Bloco B,	Frankfurt am Main
	7º andar
	1998 028 Lisbon
	PORTUGAL
QATAR	HSBC Bank Middle East Limited	The Commercial Bank (P.Q.S.C.)
	2nd Floor, Ali Bin Ali Tower	Doha
	Building 150 (Airport Road)
	P.O. Box 57
	Doha
	QATAR
ROMANIA	Citibank Europe plc	ING Bank N.V.
	145 Calea Victoriei	Bucharest
	1st District
	010072 Bucharest
	ROMANIA
RUSSIA	J.P. Morgan Bank International (Limited	JPMorgan Chase Bank, N.A.**
	Liability Company)**	New York
	10, Butyrsky Val
	White Square Business Centre
	Floor 12
	Moscow 125047
	RUSSIA
SAUDI ARABIA	HSBC Saudi Arabia	HSBC Saudi Arabia
	2/F HSBC Building	Riyadh
	7267 Olaya Street North, Al Murooj
	Riyadh 12283 2255
	SAUDI ARABIA
SERBIA	Unicredit Bank Srbija a.d.	Unicredit Bank Srbija a.d.
	Rajiceva 27 29	Belgrade
	11000 Belgrade
	SERBIA

SINGAPORE	DBS Bank Ltd	Oversea Chinese Banking Corporation
	10 Toh Guan Road	Singapore
	DBS Asia Gateway, Level 04 11 (4B)
	608838
	SINGAPORE
SLOVAK	UniCredit Bank Czech Republic and Slovakia,	J.P. Morgan AG**
REPUBLIC	a.s.	Frankfurt am Main
	Sancova 1/A
	SK 813 33 Bratislava
	SLOVAK REPUBLIC
SLOVENIA	UniCredit Banka Slovenija d.d.	J.P. Morgan AG**
	Smartinska 140	Frankfurt am Main
	SI 1000 Ljubljana
	SLOVENIA
SOUTH AFRICA	FirstRand Bank Limited	The Standard Bank of South Africa
	1 Mezzanine Floor, 3 First Place, Bank City	Limited
	Cnr Simmonds and Jeppe Streets	Johannesburg
	Johannesburg 2001
	SOUTH AFRICA
SOUTH KOREA	Standard Chartered Bank Korea Limited	Standard Chartered Bank Korea Limited
	47 Jongro, Jongro Gu	Seoul
	Seoul 03160
	SOUTH KOREA
	Kookmin Bank Co., Ltd.	Kookmin Bank Co., Ltd.
	84, Namdaemun ro, Jung gu	Seoul
	Seoul 100 845
	SOUTH KOREA
SPAIN	Santander Securities Services, S.A.	J.P. Morgan AG**
	Ciudad Grupo Santander	Frankfurt am Main
	Avenida de Cantabria, s/n
	Edificio Ecinar, planta baja
	Boadilla del Monte
	28660 Madrid
	SPAIN
SRI LANKA	The Hongkong and Shanghai Banking	The Hongkong and Shanghai Banking
	Corporation Limited	Corporation Limited
	24 Sir Baron Jayatillaka Mawatha	Colombo
	Colombo 1
	SRI LANKA
SWEDEN	Nordea Bank AB (publ)	Svenska Handelsbanken
	Hamngatan 10	Stockholm
	SE 105 71 Stockholm
	SWEDEN

SWITZERLAND	UBS Switzerland AG	UBS Switzerland AG
	45 Bahnhofstrasse	Zurich
	8021 Zurich
	SWITZERLAND
TAIWAN	JPMorgan Chase Bank, N.A.**	JPMorgan Chase Bank, N.A.**
	8th Floor, Cathay Xin Yi Trading Building	Taipei
	No. 108, Section 5, Xin Yi Road
	Taipei 11047
	TAIWAN
TANZANIA	Stanbic Bank Tanzania Limited	Stanbic Bank Tanzania Limited
	Stanbic Centre	Dar es Salaam
	Corner Kinondoni and A.H. Mwinyi Roads
	P.O. Box 72648
	Dar es Salaam
	TANZANIA

*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION*

THAILAND	Standard Chartered Bank (Thai) Public	Standard Chartered Bank (Thai) Public
	Company Limited	Company Limited
	14th Floor, Zone B	Bangkok
	Sathorn Nakorn Tower
	90 North Sathorn Road Bangrak
	Silom, Bangrak
	Bangkok 10500
	THAILAND
TRINIDAD AND	Republic Bank Limited	Republic Bank Limited
TOBAGO	9 17 Park Street	Port of Spain
	Port of Spain
	TRINIDAD AND TOBAGO
TUNISIA	Banque Internationale Arabe de Tunisie, S.A.	Banque Internationale Arabe de Tunisie,
	70 72 Avenue Habib Bourguiba	S.A.
	P.O. Box 520	Tunis
	Tunis 1000
	TUNISIA
TURKEY	Citibank A.S.	JPMorgan Chase Bank, N.A.**
	Inkilap Mah., Yilmaz Plaza	Istanbul
	O. Faik Atakan Caddesi No: 3
	34768 Umraniye, Istanbul
	TURKEY
UGANDA	Standard Chartered Bank Uganda Limited	Standard Chartered Bank Uganda Limited
	5 Speke Road	Kampala
	P.O. Box 7111
	Kampala
	UGANDA

UKRAINE	PJSC Citibank	PJSC Citibank
	16 G Dilova Street	Kiev
	03150 Kiev
	UKRAINE	JPMorgan Chase Bank, N.A.**
		New York

*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION*

UNITED ARAB	HSBC Bank Middle East Limited	The National Bank of Abu Dhabi
EMIRATES	Emaar Square, Level 4, Building No. 5	Abu Dhabi
ADX	P.O. Box 502601
	Dubai
	UNITED ARAB EMIRATES
UNITED ARAB	HSBC Bank Middle East Limited	The National Bank of Abu Dhabi
EMIRATES	Emaar Square, Level 4, Building No. 5	Abu Dhabi
DFM	P.O. Box 502601
	Dubai
	UNITED ARAB EMIRATES
UNITED ARAB	HSBC Bank Middle East Limited	JPMorgan Chase Bank, N.A. **
EMIRATES	Emaar Square, Level 4, Building No. 5	New York
NASDAQ	P.O. Box 502601
DUBAI	Dubai
	UNITED ARAB EMIRATES
UNITED	JPMorgan Chase Bank, N.A.**	JPMorgan Chase Bank, N.A.**
KINGDOM	25 Bank Street, Canary Wharf	London
	London E14 5JP
	UNITED KINGDOM
	Deutsche Bank AG Depository and Clearing	Varies by currency
	Centre
	10 Bishops Square
	London E1 6EG
	UNITED KINGDOM
UNITED	JPMorgan Chase Bank, N.A.**	JPMorgan Chase Bank, N.A.**
STATES	4 New York Plaza	New York
	New York NY 10004
	UNITED STATES
URUGUAY	Banco Ita÷ Uruguay S.A.	Banco Ita÷ Uruguay S.A.
	Zabala 1463	Montevideo
	11000 Montevideo
	URUGUAY
VENEZUELA	Citibank, N.A.	Citibank, N.A.
	Avenida Casanova	Caracas
	Centro Comercial El Recreo
	Torre Norte, Piso 19
	Caracas 1050
	VENEZUELA

VIETNAM	HSBC Bank (Vietnam) Ltd.	HSBC Bank (Vietnam) Ltd.
	Centre Point	Ho Chi Minh City
	106 Nguyen Van Troi Street
	Phu Nhuan District
	Ho Chi Minh City
	VIETNAM
*WAEMU	Standard Chartered Bank C÷te d'Ivoire SA	Standard Chartered Bank C÷te d'Ivoire SA
BENIN,	23 Boulevard de la Republique 1	Abidjan
BURKINA	01 B.P. 1141
FASO, GUINEA	Abidjan 17
BISSAU, IVORY	IVORY COAST
COAST, MALI,
NIGER,
SENEGAL,
TOGO*

*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION*

ZAMBIA	Standard Chartered Bank Zambia Plc	Standard Chartered Bank Zambia Plc
	Standard Chartered House	Lusaka
	Cairo Road
	P.O. Box 32238
	Lusaka 10101
	ZAMBIA
ZIMBABWE	Stanbic Bank Zimbabwe Limited	Stanbic Bank Zimbabwe Limited
	Stanbic Centre, 3rd Floor	Harare
	59 Samora Machel Avenue
	Harare
	ZIMBABWE

*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION*

** J.P. Morgan affiliate

Correspondent banks are listed for information only.

This document is for information only and its contents are subject to change. This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with J.P. Morgan. Neither this document nor any of its contents may be disclosed to any third party or used for any other purpose without the proper written consent of J.P. Morgan. J.P. Morgan has gathered the information from a source it considers reliable, however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby.

SCHEDULE 3 – SECURITIES DEPOSITORIES

Market	Depository	Instruments
ARGENTINA	CVSA	Equity, Corporate Debt, Government Debt
	(Caja de Valores S.A.)
AUSTRALIA	ASX Settlement	Equity
	(ASX Settlement Pty Limited)
	Austraclear	Corporate Debt, Government Debt
	(Austraclear Limited)
AUSTRIA	OeKB CSD GmbH	Equity, Corporate Debt, Government Debt
	(Oesterreichische Kontrollbank CSD
	GmbH)
BAHRAIN	CSD	Equity, Corporate Debt
	(Bahrain Bourse - Clearing, Settlement and
	Central Depository)
BANGLADESH	BB	Government Debt
	(Bangladesh Bank)
	CDBL	Equity, Corporate Debt
	(Central Depository Bangladesh Limited)
BELGIUM	Euroclear Belgium	Equity, Corporate Debt
	(Euroclear Belgium SA/NV)
	NBB	Corporate Debt, Government Debt
	(The National Bank of Belgium)
BERMUDA	BSD	Equity, Corporate Debt, Government Debt
	(Bermuda Stock Exchange - Bermuda
	Securities Depository)
BOTSWANA	BoB	Government Debt
	(Bank of Botswana)
	CSDB	Equity, Corporate Debt
	(Central Securities Depository of Botswana
	Ltd)
BRAZIL	BM&FBOVESPA	Equity
	(B3 S.A. - BM&FBOVESPA)
	CETIP	Corporate Debt
	(B3 S.A. - CETIP)
	SELIC	Government Debt
	(Banco Central do Brasil - Sistema Especial
	de Liquida÷÷o e Cust÷dia)

BULGARIA	CDAD	Equity, Corporate Debt
	(Central Depository AD)
	BNB	Government Debt
	(Bulgarian National Bank)
CANADA	CDS Clearing	Equity, Corporate Debt, Government Debt
	(CDS Clearing and Depository Services
	Inc.)
CHILE	DCV	Equity, Corporate Debt, Government Debt
	(Dep÷sito Central de Valores S.A.)
CHINA A-SHARE	CSDCC	Equity, Corporate Debt, Government Debt
	(China Securities Depository and Clearing
	Corporation Limited)
	SCH	Short-term Corporate Debt
	(Shanghai Clearing House)
	CCDC	Corporate Debt, Government Debt
	(China Central Depository & Clearing Co.,
	Ltd.)
CHINA B-SHARE	CSDCC	Equity
	(China Securities Depository and Clearing
	Corporation Limited)
CHINA	HKSCC - for China Connect	Equity
CONNECT	(Hong Kong Securities Clearing Company
	Limited)
COLOMBIA	DCV	Government Debt
	(Banco de la Républica de Colombia -
	Dep÷sito Central de Valores)
	DECEVAL	Equity, Corporate Debt, Government Debt
	(Dep÷sito Centralizado de Valores de
	Colombia S.A.)
COSTA RICA	InterClear	Equity, Corporate Debt, Government Debt
	(InterClear, S.A.)
CROATIA	SKDD	Equity, Corporate Debt, Government Debt
	(Središnje klirinško depozitarno društvo
	d.d.)
CYPRUS	CDCR	Equity, Corporate Debt, Government Debt
	(Cyprus Stock Exchange - Central
	Depository and Central Registry)

CZECH	CNB	Short-Term Corporate Debt, Short-Term
REPUBLIC	(Ceská národn÷ banka)	Government Debt
	CDCP	Equity, Long-Term Corporate Debt, Long-
	(Centráln÷ depozitár cenn÷ch pap÷ru, a.s.)	Term Government Debt
DENMARK	VP	Equity, Corporate Debt, Government Debt
	(VP Securities A/S)
EGYPT	MCDR	Equity, Corporate Debt, Treasury Bonds
	(Misr for Central Clearing, Depository and
	Registry)
	CBE	Treasury Bills
	(Central Bank of Egypt)
ESTONIA	ECSD	Equity, Corporate Debt, Government Debt
	(Eesti V÷÷rtpaberikeskus AS)
FINLAND	Euroclear Finland	Equity, Corporate Debt, Government Debt
	(Euroclear Finland Oy)
FRANCE	Euroclear France	Equity, Corporate Debt, Government Debt
	(Euroclear France SA)
GERMANY	CBF	Equity, Corporate Debt, Government Debt
	(Clearstream Banking AG)
GHANA	CSD	Equity, Corporate Debt, Government Debt
	(Central Securities Depository (GH) Ltd.)
GREECE	BoG	Government Debt
	(Bank of Greece)
	ATHEXCSD	Equity, Corporate Debt
	(Hellenic Central Securities Depository)
HONG KONG	HKSCC	Equity, Corporate Debt, Government Debt
	(Hong Kong Securities Clearing Company
	Limited)
	CMU	Corporate Debt, Government Debt
	(Hong Kong Monetary Authority - Central
	Moneymarkets Unit)
HUNGARY	KELER	Equity, Corporate Debt, Government Debt
	(K÷zponti Elszámol÷ház és ÷rtéktár
	(Budapest) Zrt.)
ICELAND	Nasdaq CSD Iceland hf.	Equity, Corporate Debt, Government Debt
	(Nasdaq ver÷bréfami÷st÷÷ hf.)

INDIA	NSDL	Equity, Corporate Debt
	(National Securities Depository Limited)
	CDSL	Equity, Corporate Debt
	(Central Depository Services (India)
	Limited)
	RBI	Government Debt
	(Reserve Bank of India)
INDONESIA	KSEI	Equity, Corporate Debt, Government Debt*
	(PT Kustodian Sentral Efek Indonesia)	(*acts as sub-registry)
	BI	Government Debt
	(Bank Indonesia)
INTERNATIONAL	Euroclear Bank	Internationally Traded Debt, Equity
SECURITIES	(Euroclear Bank SA/NV)
MARKET	CBL	Internationally Traded Debt, Equity
	CBL	Internationally Traded Debt, Equity
	(Clearstream Banking S.A.)
IRELAND	EUI	Equity, Corporate Debt
	(Euroclear U.K. & Ireland Limited)
ISRAEL	TASE-CH	Equity, Corporate Debt, Government Debt
	(Tel-Aviv Stock Exchange Clearing House
	Ltd.)
ITALY	Monte Titoli	Equity, Corporate Debt, Government Debt
	(Monte Titoli S.p.A.)
JAPAN	JASDEC	Equity, Corporate Debt
	(Japan Securities Depository Center,
	Incorporated)
	BOJ	Government Debt
	(Bank of Japan)
JORDAN	SDC	Equity, Corporate Debt
	(Securities Depository Center)
KAZAKHSTAN	KACD	Equity, Corporate Debt, Government Debt
	(Central Securities Depository Joint-Stock
	Company)
KENYA	CDS	Government Debt
	(Central Bank of Kenya - Central
	Depository System)
	CDSC	Equity, Corporate Debt
	(Central Depository and Settlement
	Corporation Limited)

KUWAIT	KCC	Equity, Corporate Debt
	(The Kuwait Clearing Company K.S.C.)
LATVIA	LCD	Equity, Corporate Debt, Government Debt
	(Latvian Central Depository)
LITHUANIA	CSDL	Equity, Corporate Debt, Government Debt
	(Central Securities Depository of
	Lithuania)
LUXEMBOURG	CBL	Equity, Corporate Debt, Government Debt
	(Clearstream Banking S.A.)
MALAYSIA	Bursa Depository	Equity, Corporate Debt
	(Bursa Malaysia Depository Sdn Bhd)
	BNM	Government Debt
	(Bank Negara Malaysia)
MAURITIUS	CDS	Equity, Corporate Debt
	(Central Depository & Settlement Co. Ltd)
	BOM	Government Debt
	(Bank of Mauritius)
MEXICO	Indeval	Equity, Corporate Debt, Government Debt
	(S.D. Indeval S.A. de C.V.)
MOROCCO	Maroclear	Equity, Corporate Debt, Government Debt
	(Maroclear)
NETHERLANDS	Euroclear Nederland	Equity, Corporate Debt, Government Debt
	(Euroclear Nederland)
NEW ZEALAND	NZCSD	Equity, Corporate Debt, Government Debt
	(New Zealand Central Securities
	Depository Limited)
NIGERIA	CSCS	Equity, Corporate Debt
	(Central Securities Clearing System Plc)
	CBN	Government Debt
	(Central Bank of Nigeria)
NORWAY	VPS	Equity, Corporate Debt, Government Debt
	(Verdipapirsentralen ASA)
OMAN	MCD	Equity, Corporate Debt, Government Debt
	(Muscat Clearing and Depository Co.
	(S.A.O.C))

PAKISTAN	SBP	Government Debt
	(State Bank of Pakistan)
	CDC	Equity, Corporate Debt
	(Central Depository Company of Pakistan
	Limited)
PERU	CAVALI	Equity, Corporate Debt, Government Debt
	(CAVALI S.A. I.C.L.V.)
PHILIPPINES	PDTC	Equity, Corporate Debt
	(Philippine Depository and Trust
	Corporation)
	RoSS	Government Debt
	(Bureau of Treasury - Registry of Scripless
	Securities)
POLAND	KDPW	Equity, Corporate Debt, Long-Term
	(Krajowy Depozyt Papier÷w	Government Debt
	Wartosciowych S.A.)
	RPW	Short-Term Government Debt
	(National Bank of Poland - Registry of
	Securities)
PORTUGAL	INTERBOLSA	Equity, Corporate Debt, Government Debt
	(Sociedade Gestora de Sistemas de
	Liquida÷÷o e de Sistemas Centralizados de
	Valores Mobiliários, S.A.)
QATAR	QCSD	Equity, Government Debt
	(Qatar Central Securities Depository)
ROMANIA	CD S.A.	Equity, Corporate Debt
	(Central Depository S.A.)
	NBR	Government Debt
	(National Bank of Romania)
RUSSIA	NSD	Equity, Corporate Debt, Government Debt
	(National Settlement Depository)
SAUDI ARABIA	SDCC	Equity, Corporate Debt, Government Debt
	(Securities Depository Center Company)
SERBIA	CSD	Equity, Corporate Debt, Government Debt
	(Central Securities Depository and Clearing
	House)

SINGAPORE	CDP	Equity, Corporate Debt, Government
	(The Central Depository (Pte) Limited)	Securities
	MAS	Government Securities
	(Monetary Authority of Singapore)
SLOVAK	CDCP	Equity, Corporate Debt, Government Debt
REPUBLIC	(Centrálny depozitár cenn÷ch papierov SR,
	a.s.)
SLOVENIA	KDD	Equity, Corporate Debt, Government Debt
	(Centralna klirinško depotna družba d.d.)
SOUTH AFRICA	Strate	Equity, Corporate Debt, Government Debt
	(Strate (Pty) Limited)
SOUTH KOREA	KSD	Equity, Corporate Debt, Government Debt
	(Korea Securities Depository)
SPAIN	IBERCLEAR	Equity, Corporate Debt, Government Debt
	(Sociedad de Sistemas)
SRI LANKA	CDS	Equity, Corporate Debt
	(Central Depository Systems (Pvt.) Ltd.)
	LankaSecure	Government Debt
	(Central Bank of Sri Lanka - LankaSecure)
SWEDEN	Euroclear Sweden	Equity, Corporate Debt, Government Debt
	(Euroclear Sweden AB)
SWITZERLAND	SIS	Equity, Corporate Debt, Government Debt
	(SIX SIS AG)
TAIWAN	TDCC	Equity, Corporate Debt
	(Taiwan Depository and Clearing
	Corporation)
	CBC	Government Debt
	(Central Bank of the Republic of China
	(Taiwan))
TANZANIA	CDS	Equity, Corporate Debt
	(Dar es Salaam Stock Exchange Central
	Depository System)
THAILAND	TSD	Equity, Corporate Debt, Government Debt
	(Thailand Securities Depository Company
	Limited)
TRINIDAD AND	TTCD	Equity, Corporate Debt, Government Debt
TOBAGO	(Trinidad and Tobago Central Depository
	Limited)

TUNISIA	Tunisie Clearing	Equity, Corporate Debt, Government Debt
	(Tunisie Clearing)
TURKEY	CBRT	Government Debt
	(T÷rkiye Cumhuriyet Merkez Bankasi
	A.S.)
	CRA	Equity, Corporate Debt, Government Debt
	(Merkezi Kayit Kurulusu A.S.)
UGANDA	CSD	Government Debt
	(Bank of Uganda - Central Securities
	Depository)
	SCD	Equity, Corporate Debt
	(Uganda Securities Exchange - Securities
	Central Depository)
UKRAINE	NDU	Equity, Corporate Debt
	(National Depository of Ukraine)
UNITED ARAB	ADX	Equity, Corporate Debt, Government Debt
EMIRATES - ADX	(Abu Dhabi Securities Exchange)
UNITED ARAB	DFM	Equity, Corporate Debt, Government Debt
EMIRATES - DFM	(Dubai Financial Market)
UNITED ARAB	NASDAQ Dubai	Corporate Debt
EMIRATES -	(NASDAQ Dubai Limited)
NASDAQ DUBAI
UNITED	EUI	Equity, Corporate Debt, Government Debt
KINGDOM	(Euroclear U.K. & Ireland Limited)
UNITED STATES	FRB	Government Debt, Mortgage Backed
	(Federal Reserve Bank)	Securities
	DTC	Equity, Corporate Debt
	(Depository Trust Company)
URUGUAY	BCU	Government Debt
	(Banco Central del Uruguay)
VENEZUELA	CVV	Equity, Corporate Debt
	(Caja Venezolana de Valores, S.A.)
	BCV	Government Debt
	(Banco Central de Venezuela)
VIETNAM	VSD	Equity, Corporate Debt, Government Debt
	(Vietnam Securities Depository)

WAEMU - BENIN,	DC/BR	Equity, Corporate Debt, Government Debt
BURKINA FASO,	(Le Dépositaire Central / Banque de
GUINEA-BISSAU,	Règlement)
IVORY COAST,
MALI, NIGER,
SENEGAL, TOGO
ZAMBIA	LuSE CSD	Equity, Corporate Debt, Treasury Bonds
	(Lusaka Stock Exchange Central Shares
	Depository)
	BoZ	Government Debt
	(Bank of Zambia)
ZIMBABWE	CDC	Equity
	(Chengetedzai Depository Company
	Limited)

EXHIBIT 1—Amendment 2

The following is an amendment, dated as of December 22, 2017 ("Amendment"), to the Amended and Restated Global Custody Agreement, dated August 14, 2017, as amended from time to time (the "Agreement"), by and between JPMorgan Chase Bank, N.A. ("Bank") and each open-end management investment company listed on Exhibit 1 thereto (each, a "Trust"). This Amendment serves to update the names of the Trusts and certain of their portfolios (each, a "Fund") listed on Exhibit 1. Bank and Customer hereby agree that all of the terms and conditions as set forth in the Agreement are hereby incorporated by reference with respect to the following Trusts and Funds listed below. Capitalized terms used but not defined in this Amendment have the meanings ascribed to them in the Agreement.

Vanguard Admiral Funds

Vanguard S&P 500 Growth Index Fund

Vanguard S&P 500 Value Index Fund

Vanguard S&P Mid-Cap 400 Growth Index Fund

Vanguard S&P Mid-Cap 400 Index Fund

Vanguard S&P Mid-Cap 400 Value Index Fund

Vanguard S&P Small-Cap 600 Growth Index Fund

Vanguard S&P Small-Cap 600 Index Fund

Vanguard S&P Small-Cap 600 Value Index Fund

Vanguard Bond Index Funds

Vanguard Inflation-Protected Securities Fund

Vanguard Intermediate-Term Bond Index Fund

Vanguard Long-Term Bond Index Fund

Vanguard Short-Term Bond Index Fund

Vanguard Total Bond Market Index Fund

Vanguard Total Bond Market II Index Fund

Vanguard Chester Funds

Vanguard Institutional Target Retirement 2015 Fund

Vanguard Institutional Target Retirement 2020 Fund

Vanguard Institutional Target Retirement 2025 Fund

Vanguard Institutional Target Retirement 2030 Fund

Vanguard Institutional Target Retirement 2035 Fund

Vanguard Institutional Target Retirement 2040 Fund

Vanguard Institutional Target Retirement 2045 Fund

Vanguard Institutional Target Retirement 2050 Fund

Vanguard Institutional Target Retirement 2055 Fund

Vanguard Institutional Target Retirement 2060 Fund

Vanguard Institutional Target Retirement 2065 Fund

Vanguard Institutional Target Retirement Income Fund

Vanguard Target Retirement 2015 Fund

Vanguard Target Retirement 2020 Fund

Vanguard Target Retirement 2025 Fund

Vanguard Target Retirement 2030 Fund

Vanguard Target Retirement 2035 Fund

Vanguard Target Retirement 2040 Fund

Vanguard Target Retirement 2045 Fund

Vanguard Target Retirement 2050 Fund

Vanguard Target Retirement 2055 Fund

Vanguard Target Retirement 2060 Fund

Vanguard Target Retirement 2065 Fund

Vanguard Target Retirement Income Fund

Vanguard Fixed Income Securities Funds

Vanguard GNMA Fund

Vanguard REIT II Index Fund

Vanguard Index Funds

Vanguard Extended Market Index Fund

Vanguard Mid-Cap Growth Index Fund

Vanguard Mid-Cap Index Fund

Vanguard Mid-Cap Value Index Fund

Vanguard Small-Cap Growth Index Fund

Vanguard Small-Cap Index Fund

Vanguard Small-Cap Value Index Fund

Vanguard Total Stock Market Index Fund

Vanguard International Equity Index Funds Vanguard Emerging Markets Stock Index Fund

Vanguard Malvern Funds

Vanguard Core Bond Fund

Vanguard Institutional Intermediate-Term Bond Fund

Vanguard Institutional Short-Term Bond Fund

Vanguard Scottsdale Funds

Vanguard Intermediate-Term Corporate Bond Index Fund Vanguard Intermediate-Term Treasury Index Fund Vanguard Long-Term Corporate Bond Index Fund Vanguard Long-Term Treasury Index Fund

Vanguard Mortgage-Backed Securities Index Fund Vanguard Short-Term Corporate Bond Index Fund Vanguard Short-Term Treasury Index Fund

Vanguard Total Corporate Bond ETF

Vanguard Specialized Funds

Vanguard Precious Metals and Mining Fund

Vanguard REIT Index Fund

Vanguard STAR Funds

Vanguard LifeStrategy Conservative Growth Fund

Vanguard LifeStrategy Growth Fund

Vanguard LifeStrategy Income Fund

Vanguard LifeStrategy Moderate Growth Fund

Vanguard STAR Fund

Vanguard Total International Stock Index Fund

Vanguard Tax-Managed Funds

Vanguard Tax-Managed Balanced Fund

Vanguard Tax-Managed Capital Appreciation Fund

Vanguard Tax-Managed Small-Cap Fund

Vanguard Trustees' Equity Fund

Vanguard Diversified Equity Fund

Vanguard International Value Fund

Vanguard Valley Forge Funds

Vanguard Balanced Index Fund

Vanguard Managed Payout Fund

Vanguard Variable Insurance Funds

Conservative Allocation Portfolio

Equity Index Portfolio

Global Bond Index Portfolio

Mid-Cap Index Portfolio

Moderate Allocation Portfolio

REIT Index Portfolio

Total International Stock Market Index Portfolio

Total Stock Market Index Portfolio

Vanguard Wellington Fund

Vanguard Whitehall Funds

Vanguard High Dividend Yield Index Fund

Vanguard International Explorer Fund

Vanguard World Fund

Vanguard Extended Duration Treasury Index Fund

Vanguard Global Wellesley Income Fund

Vanguard Global Wellington Fund

(Rest of page left intentionally blank)

Bank and each following Customer hereby agree that all of the terms and conditions as set forth in the Agreement except for Sections 2.1 and 2.2 are hereby incorporated by reference with respect to the Trusts and Funds listed below limited to their use of account number P 62749 in Vanguard Directly Managed Securities Lending transactions:

Vanguard Chester Funds

Vanguard PRIMECAP Fund

Vanguard Explorer Fund

Vanguard Fenway Funds

Vanguard Equity Income Fund

Vanguard PRIMECAP Core Fund

Vanguard Horizon Funds

Vanguard Capital Opportunity Fund

Vanguard Global Equity Fund

Vanguard Strategic Equity Fund

Vanguard Strategic Small-Cap Equity Fund

Vanguard Index Funds

Vanguard Extended Market Index Fund

Vanguard 500 Index Fund

Vanguard Large-Cap Index Fund

Vanguard Mid-Cap Index Fund

Vanguard Small Cap Growth Index Fund

Vanguard Small Cap Value Index Fund

Vanguard Value Index Fund

Vanguard Institutional Index Funds

Vanguard Institutional Index Fund

Vanguard Institutional Total Stock Market Index Fund

Vanguard Malvern Funds

Vanguard Capital Value Fund

Vanguard U.S. Value Fund

Vanguard Morgan Growth Fund

Vanguard Quantitative Funds

Vanguard Growth and Income Fund

Vanguard Structured Broad Market Fund

Vanguard Structured Large-Cap Equity Fund

Vanguard Scottsdale Funds Vanguard Explorer Value Fund Vanguard Russell 1000 Index Fund Vanguard Russell 1000 Value Index Fund Vanguard Russell 1000 Growth Index Fund Vanguard Russell 2000 Index Fund Vanguard Russell 2000 Value Index Fund Vanguard Russell 2000 Growth Index Fund Vanguard Russell 3000 Index Fund

Vanguard Specialized Funds

Vanguard Dividend Growth Fund

Vanguard Energy Fund

Vanguard REIT Index Fund

Vanguard Trustees' Equity Fund

Vanguard Emerging Markets Select Stock Fund

Vanguard International Value Fund

Vanguard Variable Insurance Funds

Vanguard Balanced Portfolio

Vanguard Capital Growth Portfolio

Vanguard Diversified Value Portfolio

Vanguard Equity Income Portfolio

Vanguard Equity Index Portfolio

Vanguard Growth Portfolio

Vanguard Mid-Cap Index Portfolio

Vanguard REIT Index Portfolio

Vanguard Small Company Growth Portfolio

Vanguard International Portfolio

Vanguard Whitehall Funds

Vanguard Global Minimum Volatility Fund

Vanguard High Dividend Yield Index Fund

Vanguard Mid-Cap Growth Fund

Vanguard Selected Value Fund

Vanguard Windsor Funds

Vanguard Windsor Fund

Vanguard Windsor II Fund

Vanguard World Fund

Vanguard Consumer Discretionary Index Fund

Vanguard Consumer Staples Index Fund

Vanguard Energy Index Fund

Vanguard FTSE Social Index Fund

Vanguard Financials Index Fund

Vanguard Health Care Index Fund

Vanguard Industrials Index Fund

Vanguard Information Technology Index Fund

Vanguard Materials Index Fund

Vanguard Mega Cap Index Fund

Vanguard Mega Cap Growth Index Fund

Vanguard Mega Cap Value Index Fund

Vanguard Telecommunications Services Index Fund

Vanguard U.S. Growth Fund

Vanguard Utilities Index Fund

(Rest of page left intentionally blank)

IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute and deliver this Amendment as of the date set forth above.

JPMORGAN CHASE BANK, N.A.	EACH OF THE OPEN-END MANAGEMENT
	INVESTMENT COMPANIES LISTED ON
	EXHIBIT 1 HERETO
By:	By:	/s/ Thomas J. Higgins
Name:	Name:	Thomas J. Higgins
Title:	Title:	Chief Financial Officer

AMENDMENT TO AMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT

The following is an amendment, dated July __, 2018, (the "Amendment") to the Amended and Restated Global Custody Agreement, dated August 14, 2017, as amended from time to time (the "Agreement"), by and between JPMorgan Chase Bank, N.A. (the "Bank") and each open-end management investment company listed on Exhibit 1 thereto (each, a "Trust"). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:

1.Information Concerning Deposits at Bank. Section 10.5(c) of the Agreement is hereby deleted in its entirety and replaced with the following:

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

2.Exhibit 1. Exhibit 1 to the Agreement is hereby deleted in its entirety and replaced with the following:

Vanguard Admiral Funds

Vanguard S&P 500 Growth Index Fund Vanguard S&P 500 Value Index Fund Vanguard S&P Mid-Cap 400 Growth Index Fund Vanguard S&P Mid-Cap 400 Index Fund Vanguard S&P Mid-Cap 400 Value Index Fund Vanguard S&P Small-Cap 600 Growth Index Fund Vanguard S&P Small-Cap 600 Index Fund Vanguard S&P Small-Cap 600 Value Index Fund

Vanguard Bond Index Funds

Vanguard Chester Funds

Vanguard Institutional Target Retirement 2040 Fund Vanguard Institutional Target Retirement 2045 Fund Vanguard Institutional Target Retirement 2050 Fund Vanguard Institutional Target Retirement 2055 Fund Vanguard Institutional Target Retirement 2060 Fund Vanguard Institutional Target Retirement 2065 Fund Vanguard Institutional Target Retirement Income Fund Vanguard Target Retirement 2015 Fund

Vanguard Target Retirement 2020 Fund

Vanguard Target Retirement 2025 Fund

Vanguard Target Retirement 2030 Fund

Vanguard Target Retirement 2035 Fund

Vanguard Target Retirement 2040 Fund

Vanguard Target Retirement 2045 Fund

Vanguard Target Retirement 2050 Fund

Vanguard Target Retirement 2055 Fund

Vanguard Target Retirement 2060 Fund

Vanguard Target Retirement 2065 Fund Vanguard Target Retirement Income Fund

Vanguard Fixed Income Securities Funds

Vanguard GNMA Fund

Vanguard REIT II Index Fund

Vanguard Index Funds

Vanguard Extended Market Index Fund

Vanguard Mid-Cap Growth Index Fund

Vanguard Mid-Cap Index Fund

Vanguard Mid-Cap Value Index Fund

Vanguard Small-Cap Growth Index Fund

Vanguard Small-Cap Index Fund

Vanguard Small-Cap Value Index Fund

Vanguard Total Stock Market Index Fund

Vanguard International Equity Index Funds Vanguard Emerging Markets Stock Index Fund

Vanguard Malvern Funds

Vanguard Core Bond Fund

Vanguard Institutional Intermediate-Term Bond Fund

Vanguard Institutional Short-Term Bond Fund

Vanguard Scottsdale Funds

Vanguard Intermediate-Term Corporate Bond Index Fund Vanguard Intermediate-Term Treasury Index Fund Vanguard Long-Term Corporate Bond Index Fund Vanguard Long-Term Treasury Index Fund

Vanguard Mortgage-Backed Securities Index Fund Vanguard Short-Term Corporate Bond Index Fund

Vanguard Short-Term Treasury Index Fund

Vanguard Total Corporate Bond ETF

Vanguard Total World Bond ETF

Vanguard Specialized Funds

Vanguard Precious Metals and Mining Fund

Vanguard REIT Index Fund

Vanguard STAR Funds

Vanguard LifeStrategy Conservative Growth Fund

Vanguard LifeStrategy Growth Fund

Vanguard LifeStrategy Income Fund

Vanguard LifeStrategy Moderate Growth Fund

Vanguard STAR Fund

Vanguard Total International Stock Index Fund

Vanguard Tax-Managed Funds

Vanguard Tax-Managed Balanced Fund

Vanguard Tax-Managed Capital Appreciation Fund

Vanguard Tax-Managed Small-Cap Fund

Vanguard Trustees' Equity Fund

Vanguard Diversified Equity Fund

Vanguard International Value Fund

Vanguard Valley Forge Funds

Vanguard Balanced Index Fund

Vanguard Managed Payout Fund

Vanguard Variable Insurance Funds

Conservative Allocation Portfolio

Equity Index Portfolio

Global Bond Index Portfolio

Mid-Cap Index Portfolio

Moderate Allocation Portfolio

REIT Index Portfolio

Total International Stock Market Index Portfolio

Total Stock Market Index Portfolio

Vanguard Wellington Fund

Vanguard Whitehall Funds

Vanguard High Dividend Yield Index Fund

Vanguard International Explorer Fund

Vanguard World Fund

Vanguard Extended Duration Treasury Index Fund

Vanguard Global Wellesley Income Fund

Vanguard Global Wellington Fund

Vanguard ESG Stock ETF

Vanguard ESG International Stock ETF

Vanguard Chester Funds

Vanguard PRIMECAP Fund

Vanguard Explorer Fund

Vanguard Fenway Funds

Vanguard Equity Income Fund

Vanguard PRIMECAP Core Fund

Vanguard Horizon Funds

Vanguard Capital Opportunity Fund

Vanguard Global Equity Fund

Vanguard Strategic Equity Fund

Vanguard Strategic Small-Cap Equity Fund

Vanguard Index Funds

Vanguard Extended Market Index Fund

Vanguard 500 Index Fund

Vanguard Large-Cap Index Fund

Vanguard Mid-Cap Index Fund

Vanguard Small Cap Growth Index Fund

Vanguard Small Cap Value Index Fund

Vanguard Value Index Fund

Vanguard Institutional Index Funds

Vanguard Institutional Index Fund

Vanguard Institutional Total Stock Market Index Fund

Vanguard Malvern Funds

Vanguard Capital Value Fund

Vanguard U.S. Value Fund

Vanguard Morgan Growth Fund

Vanguard Quantitative Funds

Vanguard Growth and Income Fund

Vanguard Structured Broad Market Fund

Vanguard Structured Large-Cap Equity Fund

Vanguard Specialized Funds

Vanguard Dividend Growth Fund

Vanguard Energy Fund

Vanguard REIT Index Fund

Vanguard Trustees' Equity Fund

Vanguard Emerging Markets Select Stock Fund

Vanguard International Value Fund

Vanguard Variable Insurance Funds

Vanguard Balanced Portfolio

Vanguard Capital Growth Portfolio

Vanguard Diversified Value Portfolio

Vanguard Equity Income Portfolio

Vanguard Equity Index Portfolio

Vanguard Growth Portfolio

Vanguard Mid-Cap Index Portfolio

Vanguard REIT Index Portfolio

Vanguard Small Company Growth Portfolio

Vanguard International Portfolio

Vanguard Whitehall Funds

Vanguard Global Minimum Volatility Fund

Vanguard High Dividend Yield Index Fund

Vanguard Mid-Cap Growth Fund

Vanguard Selected Value Fund

Vanguard Windsor Funds

Vanguard Windsor Fund

Vanguard Windsor II Fund

Vanguard World Fund

Vanguard Consumer Discretionary Index Fund

Vanguard Consumer Staples Index Fund

Vanguard Energy Index Fund

Vanguard FTSE Social Index Fund

Vanguard Financials Index Fund

Vanguard Health Care Index Fund

Vanguard Industrials Index Fund

Vanguard Information Technology Index Fund

Vanguard Materials Index Fund

Vanguard Mega Cap Index Fund

Vanguard Mega Cap Growth Index Fund

Vanguard Mega Cap Value Index Fund

Vanguard Telecommunications Services Index Fund

Vanguard U.S. Growth Fund

Vanguard Utilities Index Fund

3.Miscellaneous. Except as modified by this Amendment, the Agreement shall remain unmodified, in full force and effect and all terms and conditions of the Agreement are hereby incorporated into and made part of this Amendment as if fully set forth herein.

(Rest of page left intentionally blank)

IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute and deliver this Amendment as of the date set forth above.

JPMORGAN CHASE BANK, N.A.		EACH OF THE OPEN-END MANAGEMENT
		INVESTMENT COMPANIES LISTED ON
		EXHIBIT 1 HERETO
By:	/s/ Brian Eckert	By:	/s/ Thomas J. Higgins
Name:	Brian Eckert	Name:	Thomas J. Higgins
Title:	Executive Director	Title:	Chief Financial Officer

AMENDMENT TO AMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT

The following is an amendment, dated October _2_, 2018, (the "Amendment") to the Amended and Restated Global Custody Agreement, dated August 14, 2017, as amended from time to time (the "Agreement"), by and between JPMorgan Chase Bank, N.A. (the "Bank") and each open-end management investment company listed on Exhibit 1 thereto (each, a "Trust"). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:

1.Exhibit 1. Exhibit 1 to the Agreement is hereby deleted in its entirety and replaced with the following:

Vanguard Admiral Funds

Vanguard Bond Index Funds

Vanguard Charlotte Funds

Vanguard Global Credit Bond Fund

Vanguard Chester Funds

Vanguard Target Retirement 2020 Fund

Vanguard Target Retirement 2025 Fund

Vanguard Target Retirement 2030 Fund

Vanguard Target Retirement 2035 Fund

Vanguard Target Retirement 2040 Fund

Vanguard Target Retirement 2045 Fund

Vanguard Target Retirement 2050 Fund

Vanguard Target Retirement 2055 Fund

Vanguard Target Retirement 2060 Fund

Vanguard Target Retirement 2065 Fund

Vanguard Target Retirement Income Fund

Vanguard Fixed Income Securities Funds

Vanguard GNMA Fund

Vanguard Real Estate II Index Fund

Vanguard Index Funds

Vanguard Extended Market Index Fund

Vanguard Mid-Cap Growth Index Fund

Vanguard Mid-Cap Index Fund

Vanguard Mid-Cap Value Index Fund

Vanguard Small-Cap Growth Index Fund

Vanguard Small-Cap Index Fund

Vanguard Small-Cap Value Index Fund

Vanguard Total Stock Market Index Fund

Vanguard International Equity Index Funds Vanguard Emerging Markets Stock Index Fund

Vanguard Malvern Funds

Vanguard Core Bond Fund

Vanguard Institutional Intermediate-Term Bond Fund

Vanguard Institutional Short-Term Bond Fund

Vanguard Scottsdale Funds

Vanguard Intermediate-Term Corporate Bond Index Fund Vanguard Intermediate-Term Treasury Index Fund Vanguard Long-Term Corporate Bond Index Fund Vanguard Long-Term Treasury Index Fund

Vanguard Mortgage-Backed Securities Index Fund Vanguard Short-Term Corporate Bond Index Fund Vanguard Short-Term Treasury Index Fund Vanguard Total Corporate Bond ETF Vanguard Total World Bond ETF

Vanguard Specialized Funds

Vanguard Global Capital Cycles Fund

Vanguard Real Estate Index Fund

Vanguard STAR Funds

Vanguard LifeStrategy Conservative Growth Fund

Vanguard LifeStrategy Growth Fund

Vanguard LifeStrategy Income Fund

Vanguard LifeStrategy Moderate Growth Fund

Vanguard STAR Fund

Vanguard Total International Stock Index Fund

Vanguard Tax-Managed Funds

Vanguard Tax-Managed Balanced Fund

Vanguard Tax-Managed Capital Appreciation Fund

Vanguard Tax-Managed Small-Cap Fund

Vanguard Trustees' Equity Fund

Vanguard Diversified Equity Fund

Vanguard International Value Fund

Vanguard Valley Forge Funds

Vanguard Balanced Index Fund

Vanguard Managed Payout Fund

Vanguard Variable Insurance Funds

Conservative Allocation Portfolio

Equity Index Portfolio

Global Bond Index Portfolio

Mid-Cap Index Portfolio

Moderate Allocation Portfolio

REIT Index Portfolio

Total International Stock Market Index Portfolio

Total Stock Market Index Portfolio

Vanguard Wellington Fund

Vanguard Whitehall Funds

Vanguard High Dividend Yield Index Fund

Vanguard International Explorer Fund

Vanguard World Fund

Vanguard Extended Duration Treasury Index Fund

Vanguard Global Wellesley Income Fund

Vanguard Global Wellington Fund

Vanguard ESG US Stock ETF

Vanguard ESG International Stock ETF

Vanguard Chester Funds

Vanguard PRIMECAP Fund

Vanguard Explorer Fund

Vanguard Fenway Funds

Vanguard Equity Income Fund

Vanguard PRIMECAP Core Fund

Vanguard Horizon Funds

Vanguard Capital Opportunity Fund

Vanguard Global Equity Fund

Vanguard Strategic Equity Fund

Vanguard Strategic Small-Cap Equity Fund

Vanguard Index Funds

Vanguard Extended Market Index Fund

Vanguard 500 Index Fund

Vanguard Large-Cap Index Fund

Vanguard Mid-Cap Index Fund

Vanguard Small Cap Growth Index Fund

Vanguard Small Cap Value Index Fund

Vanguard Value Index Fund

Vanguard Institutional Index Funds

Vanguard Institutional Index Fund

Vanguard Institutional Total Stock Market Index Fund

Vanguard Malvern Funds

Vanguard Capital Value Fund

Vanguard U.S. Value Fund

Vanguard Morgan Growth Fund

Vanguard Quantitative Funds

Vanguard Growth and Income Fund

Vanguard Structured Broad Market Fund

Vanguard Structured Large-Cap Equity Fund

Vanguard Scottsdale Funds

Vanguard Explorer Value Fund

Vanguard Russell 1000 Index Fund

Vanguard Russell 1000 Value Index Fund

Vanguard Russell 1000 Growth Index Fund

Vanguard Russell 2000 Index Fund

Vanguard Russell 2000 Value Index Fund

Vanguard Russell 2000 Growth Index Fund Vanguard Russell 3000 Index Fund

Vanguard Specialized Funds

Vanguard Dividend Growth Fund

Vanguard Energy Fund

Vanguard Real Estate Index Fund

Vanguard Trustees' Equity Fund

Vanguard Emerging Markets Select Stock Fund

Vanguard International Value Fund

Vanguard Variable Insurance Funds

Vanguard Balanced Portfolio

Vanguard Capital Growth Portfolio

Vanguard Diversified Value Portfolio

Vanguard Equity Income Portfolio

Vanguard Equity Index Portfolio

Vanguard Growth Portfolio

Vanguard Mid-Cap Index Portfolio

Vanguard REIT Index Portfolio

Vanguard Small Company Growth Portfolio

Vanguard International Portfolio

Vanguard Whitehall Funds

Vanguard Global Minimum Volatility Fund

Vanguard High Dividend Yield Index Fund

Vanguard Mid-Cap Growth Fund

Vanguard Selected Value Fund

Vanguard Windsor Funds

Vanguard Windsor Fund

Vanguard Windsor II Fund

Vanguard World Fund

Vanguard Consumer Discretionary Index Fund

Vanguard Consumer Staples Index Fund

Vanguard Energy Index Fund

Vanguard FTSE Social Index Fund

Vanguard Financials Index Fund

Vanguard Health Care Index Fund

Vanguard Industrials Index Fund

Vanguard Information Technology Index Fund

Vanguard Materials Index Fund

Vanguard Mega Cap Index Fund

Vanguard Mega Cap Growth Index Fund

Vanguard Mega Cap Value Index Fund

Vanguard Communication Services Index Fund

Vanguard U.S. Growth Fund

Vanguard Utilities Index Fund

2.Miscellaneous. Except as modified by this Amendment, the Agreement shall remain unmodified, in full force and effect and all terms and conditions of the Agreement are hereby incorporated into and made part of this Amendment as if fully set forth herein.

IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute and deliver this Amendment as of the date set forth above.

JPMORGAN CHASE BANK, N.A.		EACH OF THE OPEN-END MANAGEMENT
		INVESTMENT COMPANIES LISTED ON
		EXHIBIT 1 HERETO
By:	/s/ Alan Liang	By:	/s/ John Bendl
Name:	Alan Liang	Name:	John Bendl
Title:	Vice President	Title:	Chief Accounting Officer
			Controller

AMENDMENT TO AMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT

The following is an amendment, dated April _9_, 2019, (the "Amendment") to the Amended and Restated Global Custody Agreement, dated August 14, 2017, as amended from time to time (the "Agreement"), by and between JPMorgan Chase Bank, N.A. (the "Bank") and each open-end management investment company listed on Exhibit 1 thereto (each, a "Trust"). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:

3.Exhibit 1. Exhibit 1 to the Agreement is hereby deleted in its entirety and replaced with the following:

Vanguard Admiral Funds

Vanguard Bond Index Funds

Vanguard Charlotte Funds

Vanguard Global Credit Bond Fund

Vanguard Chester Funds

Vanguard Target Retirement 2020 Fund

Vanguard Target Retirement 2025 Fund

Vanguard Target Retirement 2030 Fund

Vanguard Target Retirement 2035 Fund

Vanguard Target Retirement 2040 Fund

Vanguard Target Retirement 2045 Fund

Vanguard Target Retirement 2050 Fund

Vanguard Target Retirement 2055 Fund

Vanguard Target Retirement 2060 Fund

Vanguard Target Retirement 2065 Fund

Vanguard Target Retirement Income Fund

Vanguard Fixed Income Securities Funds

Vanguard GNMA Fund

Vanguard Real Estate II Index Fund

Vanguard Index Funds

Vanguard Extended Market Index Fund

Vanguard Mid-Cap Growth Index Fund

Vanguard Mid-Cap Index Fund

Vanguard Mid-Cap Value Index Fund

Vanguard Small-Cap Growth Index Fund

Vanguard Small-Cap Index Fund

Vanguard Small-Cap Value Index Fund

Vanguard Total Stock Market Index Fund

Vanguard International Equity Index Funds Vanguard Emerging Markets Stock Index Fund

Vanguard Malvern Funds

Vanguard Core Bond Fund

Vanguard Institutional Intermediate-Term Bond Fund

Vanguard Institutional Short-Term Bond Fund

Vanguard Scottsdale Funds

Vanguard Intermediate-Term Corporate Bond Index Fund Vanguard Intermediate-Term Treasury Index Fund Vanguard Long-Term Corporate Bond Index Fund Vanguard Long-Term Treasury Index Fund

Vanguard Mortgage-Backed Securities Index Fund Vanguard Short-Term Corporate Bond Index Fund Vanguard Short-Term Treasury Index Fund Vanguard Total Corporate Bond ETF Vanguard Total World Bond ETF

Vanguard Specialized Funds

Vanguard Global Capital Cycles Fund

Vanguard Real Estate Index Fund

Vanguard Global ESG Select Stock Fund

Vanguard STAR Funds

Vanguard LifeStrategy Conservative Growth Fund

Vanguard LifeStrategy Growth Fund

Vanguard LifeStrategy Income Fund

Vanguard LifeStrategy Moderate Growth Fund

Vanguard STAR Fund

Vanguard Total International Stock Index Fund

Vanguard Tax-Managed Funds

Vanguard Tax-Managed Balanced Fund

Vanguard Tax-Managed Capital Appreciation Fund

Vanguard Tax-Managed Small-Cap Fund

Vanguard Trustees' Equity Fund

Vanguard Diversified Equity Fund

Vanguard International Value Fund

Vanguard Valley Forge Funds

Vanguard Balanced Index Fund

Vanguard Managed Payout Fund

Vanguard Variable Insurance Funds

Conservative Allocation Portfolio

Equity Index Portfolio

Global Bond Index Portfolio

Mid-Cap Index Portfolio

Moderate Allocation Portfolio

REIT Index Portfolio

Total International Stock Market Index Portfolio

Total Stock Market Index Portfolio

Vanguard Wellington Fund

Vanguard Whitehall Funds

Vanguard High Dividend Yield Index Fund

Vanguard International Explorer Fund

Vanguard World Fund

Vanguard Extended Duration Treasury Index Fund

Vanguard Global Wellesley Income Fund

Vanguard Global Wellington Fund

Vanguard ESG US Stock ETF

Vanguard ESG International Stock ETF

Bank and each following Customer hereby agree that all of the terms and conditions as set forth in the Agreement except for Sections 2.1 and 2.2 are hereby incorporated by reference with

respect to the Trusts and Funds listed below limited to their use of account number P 62749 in Vanguard Directly Managed Securities Lending transactions:

Vanguard Chester Funds

Vanguard PRIMECAP Fund

Vanguard Explorer Fund

Vanguard Fenway Funds

Vanguard Equity Income Fund

Vanguard PRIMECAP Core Fund

Vanguard Horizon Funds

Vanguard Capital Opportunity Fund

Vanguard Global Equity Fund

Vanguard Strategic Equity Fund

Vanguard Strategic Small-Cap Equity Fund

Vanguard Index Funds

Vanguard Extended Market Index Fund

Vanguard 500 Index Fund

Vanguard Large-Cap Index Fund

Vanguard Mid-Cap Index Fund

Vanguard Small Cap Growth Index Fund

Vanguard Small Cap Value Index Fund

Vanguard Value Index Fund

Vanguard Institutional Index Funds

Vanguard Institutional Index Fund

Vanguard Institutional Total Stock Market Index Fund

Vanguard Malvern Funds

Vanguard Capital Value Fund

Vanguard U.S. Value Fund

Vanguard Morgan Growth Fund

Vanguard Quantitative Funds

Vanguard Growth and Income Fund

Vanguard Structured Broad Market Fund

Vanguard Structured Large-Cap Equity Fund

Vanguard Scottsdale Funds

Vanguard Explorer Value Fund

Vanguard Russell 1000 Index Fund

Vanguard Russell 1000 Value Index Fund

Vanguard Russell 1000 Growth Index Fund

Vanguard Russell 2000 Index Fund Vanguard Russell 2000 Value Index Fund Vanguard Russell 2000 Growth Index Fund Vanguard Russell 3000 Index Fund

Vanguard Specialized Funds

Vanguard Dividend Growth Fund

Vanguard Energy Fund

Vanguard Real Estate Index Fund

Vanguard Trustees' Equity Fund

Vanguard Emerging Markets Select Stock Fund

Vanguard International Value Fund

Vanguard Variable Insurance Funds

Vanguard Balanced Portfolio

Vanguard Capital Growth Portfolio

Vanguard Diversified Value Portfolio

Vanguard Equity Income Portfolio

Vanguard Equity Index Portfolio

Vanguard Growth Portfolio

Vanguard Mid-Cap Index Portfolio

Vanguard REIT Index Portfolio

Vanguard Small Company Growth Portfolio

Vanguard International Portfolio

Vanguard Whitehall Funds

Vanguard Global Minimum Volatility Fund

Vanguard High Dividend Yield Index Fund

Vanguard Mid-Cap Growth Fund

Vanguard Selected Value Fund

Vanguard Windsor Funds

Vanguard Windsor Fund

Vanguard Windsor II Fund

Vanguard World Fund

Vanguard Consumer Discretionary Index Fund

Vanguard Consumer Staples Index Fund

Vanguard Energy Index Fund

Vanguard FTSE Social Index Fund

Vanguard Financials Index Fund

Vanguard Health Care Index Fund

Vanguard Industrials Index Fund

Vanguard Information Technology Index Fund

Vanguard Materials Index Fund

Vanguard Mega Cap Index Fund

Vanguard Mega Cap Growth Index Fund

Vanguard Mega Cap Value Index Fund

Vanguard Communication Services Index Fund

Vanguard U.S. Growth Fund

Vanguard Utilities Index Fund

4.Miscellaneous. Except as modified by this Amendment, the Agreement shall remain unmodified, in full force and effect and all terms and conditions of the Agreement are hereby incorporated into and made part of this Amendment as if fully set forth herein.

IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute and deliver this Amendment as of the date set forth above.

JPMORGAN CHASE BANK, N.A.		EACH OF THE OPEN-END MANAGEMENT
		INVESTMENT COMPANIES LISTED ON
		EXHIBIT 1 HERETO
By:	/s/ Carl Mehldau	By:	/s/ Thomas J. Higgins
Name:	Carl Mehldau	Name:	Thomas J. Higgins
Title:	Vice President	Title:	Chief Financial Officer

AMENDMENT TO AMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT

The following is an amendment, dated August _12_, 2019, (the "Amendment") to the Amended and Restated Global Custody Agreement, dated August 14, 2017, as amended from time to time (the "Agreement"), by and between JPMorgan Chase Bank, N.A. (the "Bank") and each open-end management investment company listed on Exhibit 1 thereto (each, a "Trust"). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:

5.Exhibit 1. Exhibit 1 to the Agreement is hereby deleted in its entirety and replaced with the following:

Vanguard Admiral Funds

Vanguard Bond Index Funds

Vanguard Charlotte Funds

Vanguard Global Credit Bond Fund

Vanguard Chester Funds

Vanguard Target Retirement 2020 Fund

Vanguard Target Retirement 2025 Fund

Vanguard Target Retirement 2030 Fund

Vanguard Target Retirement 2035 Fund

Vanguard Target Retirement 2040 Fund

Vanguard Target Retirement 2045 Fund

Vanguard Target Retirement 2050 Fund

Vanguard Target Retirement 2055 Fund

Vanguard Target Retirement 2060 Fund

Vanguard Target Retirement 2065 Fund

Vanguard Target Retirement Income Fund

Vanguard Fixed Income Securities Funds

Vanguard GNMA Fund

Vanguard Real Estate II Index Fund

Vanguard Horizon Funds

Vanguard International Core Stock Fund

Vanguard Index Funds

Vanguard Extended Market Index Fund

Vanguard Mid-Cap Growth Index Fund

Vanguard Mid-Cap Index Fund

Vanguard Mid-Cap Value Index Fund

Vanguard Small-Cap Growth Index Fund

Vanguard Small-Cap Index Fund

Vanguard Small-Cap Value Index Fund

Vanguard Total Stock Market Index Fund

Vanguard International Equity Index Funds Vanguard Emerging Markets Stock Index Fund

Vanguard Malvern Funds

Vanguard Core Bond Fund

Vanguard Institutional Intermediate-Term Bond Fund

Vanguard Institutional Short-Term Bond Fund

Vanguard Scottsdale Funds

Vanguard Intermediate-Term Corporate Bond Index Fund Vanguard Intermediate-Term Treasury Index Fund Vanguard Long-Term Corporate Bond Index Fund Vanguard Long-Term Treasury Index Fund

Vanguard Mortgage-Backed Securities Index Fund Vanguard Short-Term Corporate Bond Index Fund Vanguard Short-Term Treasury Index Fund Vanguard Total Corporate Bond ETF Vanguard Total World Bond ETF

Vanguard Specialized Funds

Vanguard Global Capital Cycles Fund

Vanguard Real Estate Index Fund

Vanguard Global ESG Select Stock Fund

Vanguard STAR Funds

Vanguard LifeStrategy Conservative Growth Fund

Vanguard LifeStrategy Growth Fund

Vanguard LifeStrategy Income Fund

Vanguard LifeStrategy Moderate Growth Fund

Vanguard STAR Fund

Vanguard Total International Stock Index Fund

Vanguard Tax-Managed Funds

Vanguard Tax-Managed Balanced Fund

Vanguard Tax-Managed Capital Appreciation Fund

Vanguard Tax-Managed Small-Cap Fund

Vanguard Trustees' Equity Fund

Vanguard Diversified Equity Fund

Vanguard International Value Fund

Vanguard Valley Forge Funds

Vanguard Balanced Index Fund

Vanguard Managed Payout Fund

Vanguard Variable Insurance Funds

Conservative Allocation Portfolio

Equity Index Portfolio

Global Bond Index Portfolio

Mid-Cap Index Portfolio

Moderate Allocation Portfolio

REIT Index Portfolio

Total International Stock Market Index Portfolio

Total Stock Market Index Portfolio

Vanguard Wellington Fund

Vanguard Whitehall Funds

Vanguard High Dividend Yield Index Fund

Vanguard International Explorer Fund

Vanguard World Fund

Vanguard Extended Duration Treasury Index Fund

Vanguard Global Wellesley Income Fund

Vanguard Global Wellington Fund

Vanguard ESG US Stock ETF

Vanguard ESG International Stock ETF

Vanguard Chester Funds

Vanguard PRIMECAP Fund

Vanguard Explorer Fund

Vanguard Fenway Funds

Vanguard Equity Income Fund

Vanguard PRIMECAP Core Fund

Vanguard Horizon Funds

Vanguard Capital Opportunity Fund

Vanguard Global Equity Fund

Vanguard Strategic Equity Fund

Vanguard Strategic Small-Cap Equity Fund

Vanguard Index Funds

Vanguard Extended Market Index Fund

Vanguard 500 Index Fund

Vanguard Large-Cap Index Fund

Vanguard Mid-Cap Index Fund

Vanguard Small Cap Growth Index Fund

Vanguard Small Cap Value Index Fund

Vanguard Value Index Fund

Vanguard Institutional Index Funds

Vanguard Institutional Index Fund

Vanguard Institutional Total Stock Market Index Fund

Vanguard Malvern Funds

Vanguard Capital Value Fund

Vanguard U.S. Value Fund

Vanguard Morgan Growth Fund

Vanguard Quantitative Funds

Vanguard Growth and Income Fund

Vanguard Structured Broad Market Fund

Vanguard Structured Large-Cap Equity Fund

Vanguard Scottsdale Funds

Vanguard Explorer Value Fund

Vanguard Russell 1000 Index Fund

Vanguard Russell 1000 Value Index Fund Vanguard Russell 1000 Growth Index Fund Vanguard Russell 2000 Index Fund Vanguard Russell 2000 Value Index Fund Vanguard Russell 2000 Growth Index Fund Vanguard Russell 3000 Index Fund

Vanguard Specialized Funds

Vanguard Dividend Growth Fund

Vanguard Energy Fund

Vanguard Real Estate Index Fund

Vanguard Trustees' Equity Fund

Vanguard Emerging Markets Select Stock Fund

Vanguard International Value Fund

Vanguard Variable Insurance Funds

Vanguard Balanced Portfolio

Vanguard Capital Growth Portfolio

Vanguard Diversified Value Portfolio

Vanguard Equity Income Portfolio

Vanguard Equity Index Portfolio

Vanguard Growth Portfolio

Vanguard Mid-Cap Index Portfolio

Vanguard REIT Index Portfolio

Vanguard Small Company Growth Portfolio

Vanguard International Portfolio

Vanguard Whitehall Funds

Vanguard Global Minimum Volatility Fund

Vanguard High Dividend Yield Index Fund

Vanguard Mid-Cap Growth Fund

Vanguard Selected Value Fund

Vanguard Windsor Funds

Vanguard Windsor Fund

Vanguard Windsor II Fund

Vanguard World Fund

Vanguard Consumer Discretionary Index Fund

Vanguard Consumer Staples Index Fund

Vanguard Energy Index Fund

Vanguard FTSE Social Index Fund

Vanguard Financials Index Fund

Vanguard Health Care Index Fund

Vanguard Industrials Index Fund

Vanguard Information Technology Index Fund

Vanguard Materials Index Fund

Vanguard Mega Cap Index Fund

Vanguard Mega Cap Growth Index Fund

Vanguard Mega Cap Value Index Fund

Vanguard Communication Services Index Fund

Vanguard U.S. Growth Fund

Vanguard Utilities Index Fund

6.Miscellaneous. Except as modified by this Amendment, the Agreement shall remain unmodified, in full force and effect and all terms and conditions of the Agreement are hereby incorporated into and made part of this Amendment as if fully set forth herein.

IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute and deliver this Amendment as of the date set forth above.

JPMORGAN CHASE BANK, N.A.		EACH OF THE OPEN-END MANAGEMENT
		INVESTMENT COMPANIES LISTED ON
		EXHIBIT 1 HERETO
By:	/s/ Carl Mehldau	By:	/s/ Peter C. Mahoney
Name:	Carl Mehldau	Name:	Peter C. Mahoney
Title:	Vice President	Title:	Controller

AMENDMENT TO AMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT

The following is an amendment, dated August 6, 2020, (the "Amendment") to the Amended and Restated Global Custody Agreement, dated August 14, 2017, as amended from time to time (the "Agreement"), by and between JPMorgan Chase Bank, N.A. (the "Bank") and each open-end management investment company listed on Exhibit 1 thereto (each, a "Trust"). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:

7.Exhibit 1. Exhibit 1 to the Agreement is hereby deleted in its entirety and replaced with the following:

Vanguard Admiral Funds

Vanguard Bond Index Funds

Vanguard Charlotte Funds

Vanguard Global Credit Bond Fund

Vanguard Chester Funds

Vanguard Target Retirement 2020 Fund

Vanguard Target Retirement 2025 Fund

Vanguard Target Retirement 2030 Fund

Vanguard Target Retirement 2035 Fund

Vanguard Target Retirement 2040 Fund

Vanguard Target Retirement 2045 Fund

Vanguard Target Retirement 2050 Fund

Vanguard Target Retirement 2055 Fund

Vanguard Target Retirement 2060 Fund

Vanguard Target Retirement 2065 Fund

Vanguard Target Retirement Income Fund

Vanguard Fixed Income Securities Funds

Vanguard GNMA Fund

Vanguard Real Estate II Index Fund

Vanguard Horizon Funds

Vanguard International Core Stock Fund

Vanguard Index Funds

Vanguard Extended Market Index Fund

Vanguard Mid-Cap Growth Index Fund

Vanguard Mid-Cap Index Fund

Vanguard Mid-Cap Value Index Fund

Vanguard Small-Cap Growth Index Fund

Vanguard Small-Cap Index Fund

Vanguard Small-Cap Value Index Fund

Vanguard Total Stock Market Index Fund

Vanguard International Equity Index Funds Vanguard Emerging Markets Stock Index Fund

Vanguard Malvern Funds

Vanguard Core Bond Fund

Vanguard Institutional Intermediate-Term Bond Fund

Vanguard Institutional Short-Term Bond Fund

Vanguard Scottsdale Funds

Vanguard Intermediate-Term Corporate Bond Index Fund Vanguard Intermediate-Term Treasury Index Fund Vanguard Long-Term Corporate Bond Index Fund Vanguard Long-Term Treasury Index Fund

Vanguard Mortgage-Backed Securities Index Fund Vanguard Short-Term Corporate Bond Index Fund Vanguard Short-Term Treasury Index Fund Vanguard Total Corporate Bond ETF Vanguard Total World Bond ETF

Vanguard Specialized Funds

Vanguard Global Capital Cycles Fund

Vanguard Real Estate Index Fund

Vanguard Global ESG Select Stock Fund

Vanguard STAR Funds

Vanguard LifeStrategy Conservative Growth Fund

Vanguard LifeStrategy Growth Fund

Vanguard LifeStrategy Income Fund

Vanguard LifeStrategy Moderate Growth Fund

Vanguard STAR Fund

Vanguard Total International Stock Index Fund

Vanguard Tax-Managed Funds

Vanguard Tax-Managed Balanced Fund

Vanguard Tax-Managed Capital Appreciation Fund

Vanguard Tax-Managed Small-Cap Fund

Vanguard Trustees' Equity Fund

Vanguard Diversified Equity Fund

Vanguard International Value Fund

Vanguard Valley Forge Funds

Vanguard Balanced Index Fund

Vanguard Managed Allocation Fund

Vanguard Variable Insurance Funds

Conservative Allocation Portfolio

Equity Index Portfolio

Global Bond Index Portfolio

Mid-Cap Index Portfolio

Moderate Allocation Portfolio

Real Estate Index Portfolio

Total International Stock Market Index Portfolio

Total Stock Market Index Portfolio

Vanguard Wellington Fund

Vanguard Whitehall Funds

Vanguard High Dividend Yield Index Fund

Vanguard International Explorer Fund

Vanguard World Fund

Vanguard Extended Duration Treasury Index Fund

Vanguard Global Wellesley Income Fund

Vanguard Global Wellington Fund

Vanguard ESG U.S. Corporate Bond ETF

Vanguard ESG U.S. Stock ETF

Vanguard ESG International Stock ETF

Vanguard Chester Funds

Vanguard PRIMECAP Fund

Vanguard Explorer Fund

Vanguard Fenway Funds

Vanguard Equity Income Fund

Vanguard PRIMECAP Core Fund

Vanguard Horizon Funds

Vanguard Capital Opportunity Fund

Vanguard Global Equity Fund

Vanguard Strategic Equity Fund

Vanguard Strategic Small-Cap Equity Fund

Vanguard Index Funds

Vanguard Extended Market Index Fund

Vanguard 500 Index Fund

Vanguard Large-Cap Index Fund

Vanguard Mid-Cap Index Fund

Vanguard Small Cap Growth Index Fund

Vanguard Small Cap Value Index Fund

Vanguard Value Index Fund

Vanguard Institutional Index Funds

Vanguard Institutional Index Fund

Vanguard Institutional Total Stock Market Index Fund

Vanguard Malvern Funds

Vanguard U.S. Value Fund

Vanguard Quantitative Funds

Vanguard Growth and Income Fund

Vanguard Scottsdale Funds

Vanguard Explorer Value Fund

Vanguard Russell 1000 Index Fund

Vanguard Russell 1000 Value Index Fund

Vanguard Russell 1000 Growth Index Fund

Vanguard Russell 2000 Index Fund

Vanguard Russell 2000 Value Index Fund

Vanguard Russell 2000 Growth Index Fund

Vanguard Russell 3000 Index Fund

Vanguard Specialized Funds

Vanguard Dividend Growth Fund

Vanguard Energy Fund

Vanguard Real Estate Index Fund

Vanguard Trustees' Equity Fund

Vanguard Emerging Markets Select Stock Fund

Vanguard International Value Fund

Vanguard Variable Insurance Funds

Vanguard Balanced Portfolio

Vanguard Capital Growth Portfolio

Vanguard Diversified Value Portfolio

Vanguard Equity Income Portfolio

Vanguard Equity Index Portfolio

Vanguard Growth Portfolio

Vanguard Mid-Cap Index Portfolio

Vanguard Real Estate Index Portfolio

Vanguard Small Company Growth Portfolio

Vanguard International Portfolio

Vanguard Whitehall Funds

Vanguard Global Minimum Volatility Fund

Vanguard High Dividend Yield Index Fund

Vanguard Mid-Cap Growth Fund

Vanguard Selected Value Fund

Vanguard Windsor Funds

Vanguard Windsor Fund

Vanguard Windsor II Fund

Vanguard World Fund

Vanguard Consumer Discretionary Index Fund

Vanguard Consumer Staples Index Fund

Vanguard Energy Index Fund

Vanguard FTSE Social Index Fund

Vanguard Financials Index Fund

Vanguard Health Care Index Fund

Vanguard Industrials Index Fund

Vanguard Information Technology Index Fund

Vanguard Materials Index Fund

Vanguard Mega Cap Index Fund

Vanguard Mega Cap Growth Index Fund

Vanguard Mega Cap Value Index Fund

Vanguard Communication Services Index Fund

Vanguard U.S. Growth Fund

Vanguard Utilities Index Fund

8.Miscellaneous. Except as modified by this Amendment, the Agreement shall remain unmodified, in full force and effect and all terms and conditions of the Agreement are hereby incorporated into and made part of this Amendment as if fully set forth herein.

IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute and deliver this Amendment as of the date set forth above.

JPMORGAN CHASE BANK, N.A.		EACH OF THE OPEN-END MANAGEMENT
		INVESTMENT COMPANIES LISTED ON
		EXHIBIT 1 HERETO
By:	/s/ Carl Mehldau	By:	/s/ John Bendl
Name:	Carl Mehldau	Name:	John Bendl
Title:	Vice President	Title:	Chief Financial Officer

THIRD AMENDMENT TO THE AMENDED AND RESTATED GLOBAL CUSTODY

AGREEMENT

This Amendment (this "Amendment") to the AMENDED AND RESTATEDGLOBAL CUSTODY AGREEMENT, dated August 14, 2017, as amended or supplementedas of the date hereof (the "Agreement"), between JPMorgan Chase Bank, N.A. ("Bank") and each open-ended management investment company listed on Exhibit 1 attached hereto (each,a "Trust") is entered into and effective as of January 25 , 2022 (the "Effective Date").

W I T N E S S E T H:

WHEREAS, each Trust and Bank entered into the Agreement pursuant to which Bank provides custody and related services as more fully described therein; and

WHEREAS, the parties now wish to amend the Agreement as set forth herein.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereby agree as follows:

1.Definitions. Terms defined in the Agreement shall, save to the extent that the context otherwise requires, bear the same respective meanings in this Amendment.

2.Amendments. The Agreement shall be amended as follows:

a.The current Exhibit 1 is hereby deleted in its entirely and replaced with the revised Exhibit 1 attached hereto.

b.Save as varied by this Amendment, the Agreement is confirmed and shall remain in full force and effect.

3.Representations. Each party represents to the other party that all representations contained in the Agreement are true and accurate as of the date of this Amendment, and that such representations are deemed to be given or repeated by each party, as the case may be, on the date of this Amendment.

4.Entire Agreement. This Amendment and the Agreement and any documents referred to in each of them, constitutes the whole agreement between the parties relating to their subject matter and supersedes and extinguishes any other drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter. If any of the provisions of this Amendment are inconsistent with or in conflict with any of the provisions of theAgreement, then, to the extent of any such inconsistency or conflict, the provisions of this Amendment shall prevail.

5.Counterparts. This Amendment may be executed in several counterparts each of which will be deemed to be an original and together will constitute one and the same agreement.

6.Law and Jurisdiction. This Amendment shall be construed, regulated, and administered under the laws of the United States or State of New York, as applicable, without regard to New York's principles regarding conflict of laws.

[remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written.

EACH OF THE OPEN-END MANAGEMENT

INVESTMENT COMPANIES LISTED ON

SCHEDULE A HERETO

By: /s/Christine M. Buchanan

Name: Christine M. Buchanan

Title: Funds CFO

JPMORGAN CHASE BANK, N.A.

By: /s/Carl Mehldau

Name: Carl Mehldau

Title: Vice President

EXHIBIT 1

Vanguard Admiral Funds

Vanguard S&P 500 Growth Index Fund

Vanguard S&P 500 Value Index Fund

Vanguard Bond Index Funds

Vanguard Charlotte Funds

Vanguard Global Credit Bond Fund

Vanguard Chester Funds

Vanguard Institutional Target Retirement 2015 Fund Vanguard Institutional Target Retirement 2020 Fund Vanguard Institutional Target Retirement 2025 Fund Vanguard Institutional Target Retirement 2030 Fund Vanguard Institutional Target Retirement 2035 Fund Vanguard Institutional Target Retirement 2040 Fund Vanguard Institutional Target Retirement 2045 Fund Vanguard Institutional Target Retirement 2050 Fund Vanguard Institutional Target Retirement 2055 Fund Vanguard Institutional Target Retirement 2060 Fund Vanguard Institutional Target Retirement 2065 Fund Vanguard Institutional Target Retirement Income Fund Vanguard Target Retirement 2015 Fund Vanguard Target Retirement 2020 Fund Vanguard Target Retirement 2025 Fund Vanguard Target Retirement 2030 Fund Vanguard Target Retirement 2035 Fund Vanguard Target Retirement 2040 Fund Vanguard Target Retirement 2045 Fund Vanguard Target Retirement 2050 Fund Vanguard Target Retirement 2055 Fund Vanguard Target Retirement 2060 Fund Vanguard Target Retirement 2065 Fund Vanguard Target Retirement Income Fund

Vanguard Fixed Income Securities Funds

Vanguard GNMA Fund

Vanguard Real Estate II Index Fund

Vanguard Horizon Funds

Vanguard International Core Stock Fund

Vanguard Index Funds

Vanguard Extended Market Index Fund

Vanguard Mid-Cap Growth Index Fund

Vanguard Mid-Cap Index Fund

Vanguard Mid-Cap Value Index Fund

Vanguard Small-Cap Growth Index Fund

Vanguard Small-Cap Index Fund

Vanguard Small-Cap Value Index Fund

Vanguard Total Stock Market Index Fund

Vanguard International Equity Index Funds Vanguard Emerging Markets Stock Index Fund

Vanguard Malvern Funds

Vanguard Core Bond Fund

Vanguard Institutional Intermediate-Term Bond Fund

Vanguard Institutional Short-Term Bond Fund

Vanguard Multi-Sector Income Bond Fund

Vanguard Core-Plus Bond Fund

Vanguard Scottsdale Funds

Vanguard Intermediate-Term Corporate Bond Index Fund Vanguard Intermediate-Term Treasury Index Fund Vanguard Long-Term Corporate Bond Index Fund Vanguard Long-Term Treasury Index Fund Vanguard Mortgage-Backed Securities Index Fund Vanguard Short-Term Corporate Bond Index Fund Vanguard Short-Term Treasury Index Fund Vanguard Total Corporate Bond ETF

Vanguard Total World Bond ETF

Vanguard Specialized Funds

Vanguard Global Capital Cycles Fund

Vanguard Real Estate Index Fund

Vanguard Global ESG Select Stock Fund

Vanguard ST AR Funds

Vanguard LifeStrategy Conservative Growth Fund

Vanguard LifeStrategy Growth Fund

Vanguard LifeStrategy Income Fund

Vanguard LifeStrategy Moderate Growth Fund

Vanguard STAR Fund

Vanguard Total International Stock Index Fund

Vanguard Tax-Managed Funds

Vanguard Tax-Managed Balanced Fund

Vanguard Tax-Managed Capital Appreciation Fund

Vanguard Tax-Managed Small-Cap Fund

Vanguard Trustees' Equity Fund

Vanguard Diversified Equity Fund

Vanguard International Value Fund

Vanguard Valley Forge Funds

Vanguard Balanced Index Fund

Vanguard Managed Allocation Fund

Vanguard Variable Insurance Funds

Conservative Allocation Portfolio

Equity Index Portfolio

Global Bond Index Portfolio Mid-Cap Index Portfolio

Moderate Allocation PortfolioReal Estate Index Portfolio

Total International Stock Market Index Portfolio

Total Stock Market Index Portfolio

Vanguard Wellington Fund

Vanguard Whitehall Funds

Vanguard High Dividend Yield Index Fund

Vanguard International Explorer Fund

Vanguard Advice Select International Growth Fund

Vanguard Advice Select Dividend Growth Fund

Vanguard Advice Select Global Value Fund

Vanguard China Select Stock Fund

Vanguard World Fund

Vanguard Extended Duration Treasury Index Fund

Vanguard Global Wellesley Income Fund

Vanguard Global Wellington Fund

Vanguard ESG U.S. Corporate Bond ETF

Vanguard ESG U.S. Stock ETF

Vanguard ESG International Stock ETF

Vanguard Chester Funds

Vanguard PRIMECAP Fund

Vanguard Explorer Fund

Vanguard Fenway Funds

Vanguard Equity Income Fund

Vanguard PRIMECAP Core Fund

Vanguard Horizon Funds

Vanguard Capital Opportunity Fund

Vanguard Global Equity Fund

Vanguard Strategic Equity Fund

Vanguard Strategic Small-Cap Equity Fund

Vanguard Index Funds

Vanguard Extended Market Index Fund

Vanguard 500 Index Fund

Vanguard Large-Cap Index Fund

Vanguard Mid-Cap Index Fund

Vanguard Small Cap Growth Index Fund

Vanguard Small Cap Value Index Fund

Vanguard Value Index Fund

Vanguard Institutional Index Funds

Vanguard Institutional Index Fund

Vanguard Institutional Total Stock Market Index Fund

Vanguard Quantitative Funds

Vanguard Growth and Income Fund

Vanguard Scottsdale Funds Vanguard Explorer Value Fund Vanguard Russell I 000 Index Fund Vanguard Russell 1000 Value Index Fund Vanguard Russell I 000 Growth Index Fund Vanguard Russell 2000 Index Fund Vanguard Russell 2000 Value Index Fund Vanguard Russell 2000 Growth Index Fund Vanguard Russell 3000 Index Fund

Vanguard Specialized Funds

Vanguard Dividend Growth Fund

Vanguard Energy Fund

Vanguard Real Estate Index Fund

Vanguard Trustees' Equity Fund

Vanguard Emerging Markets Select Stock Fund

Vanguard International Value Fund

Vanguard Variable Insurance Funds

Vanguard Balanced Portfolio

Vanguard Capital Growth Portfolio

Vanguard Diversified Value Portfolio

Vanguard Equity Income Portfolio

Vanguard Equity Index Portfolio

Vanguard Growth Portfolio

Vanguard Mid-Cap Index Portfolio

Vanguard Real Estate Index Portfolio

Vanguard Small Company Growth Portfolio

Vanguard International Portfolio

Vanguard Whitehall Funds

Vanguard Global Minimum Volatility Fund

Vanguard High Dividend Yield Index Fund

Vanguard Mid-Cap Growth Fund

Vanguard Selected Value Fund

Vanguard Advice Select International Growth Fund

Vanguard Advice Select Dividend Growth Fund

Vanguard Advice Select Global Value Fund

Vanguard China Select Stock Fund

Vanguard Windsor Funds

Vanguard Windsor Fund

Vanguard Windsor II Fund

Vanguard World Fund

Vanguard Consumer Discretionary Index Fund

Vanguard Consumer Staples Index Fund

Vanguard Energy Index Fund

Vanguard FTSE Social Index Fund

Vanguard Financials Index Fund

Vanguard Health Care Index Fund

Vanguard Industrials Index Fund

Vanguard Information Technology Index Fund

Vanguard Materials Index Fund

Vanguard Mega Cap Index Fund

Vanguard Mega Cap Growth Index Fund

Vanguard Mega Cap Value Index Fund

AMENDED AND RESTATED CUSTODY AGREEMENT

AMENDED AND RESTATED CUSTODY AGREEMENT, dated as of August 29, 2017 between each open-end management investment company listed on Schedule II hereto as amended from time to time (each such investment company, a “Fund”), each a statutory trust organized and existing under the laws of the State of Delaware and registered with the U.S. Securities and Exchange Commission (“SEC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), on behalf of certain of their series (each a “Series”) having their principal office and place of business at P.O. Box 2600, Valley Forge, Pennsylvania 19482, and The Bank of New York Mellon, a bank organized under the laws of the State of New York and authorized to do a banking business having its principal office and place of business at 225 Liberty Street, New York, New York 10286 (“Custodian”).

WITNESSETH:

that for and in consideration of the mutual promises hereinafter set forth each Fund and Custodian, intending to be legally bound hereby, agree as follows:

Article I

DEFINITIONS

Whenever used in this Agreement, the following words shall have the meanings set forth below:

“Authorized Person” shall be any person, whether or not an officer or employee of a Fund, duly authorized to execute any Certificate or to give any Instructions or Oral Instruction with respect to one or more Accounts, such persons to be designated in a Certificate as may be received by Custodian from time to time.

1.	“Autofax” shall mean an unsigned hard copy facsimile generated by a Fund’s computer system and transmitted to Custodian.

1.	“BNY Affiliate” shall mean any office, branch or subsidiary of The Bank of New York Mellon Corporation.

1.	“Book-Entry System” shall mean the Federal Reserve/Treasury book-entry system for receiving and delivering securities, its successors and nominees.

1.	“Business Day” shall mean any day on which Custodian, Book-Entry System and relevant Depositories are open for business:

“Certificate” shall mean any notice, instruction, or other instrument in writing, authorized or required by this Agreement to be given to Custodian, which is actually received by Custodian by letter or facsimile transmission and signed on behalf of a Fund by an Authorized Person of the Fund or a person reasonably believed by Custodian to be an Authorized Person.

1.	“Composite Currency Unit” shall mean the Euro or any other composite currency unit consisting of the aggregate of specified amounts of specified currencies, as such unit may be constituted from time to time.

“Confidential Information” means, with respect to a party, any and all oral or written information, in whatever kind and in whatever form, of such party and/or of third parties in the possession of such party that is furnished, disclosed or otherwise made available to the other party in connection with this Agreement and: (i) which a reasonably prudent business person would regard as being treated as secret by such party (that is, it is the subject of efforts by the disclosing party that are reasonable under the circumstances to maintain its secrecy), or (ii) that is designated by such party as confidential, restricted, or proprietary, or with a similar designation; including, without limitation, any past, present or future business and business activities, financial or technical information (including portfolio holdings information and transaction information); products, services, research and development; processes, techniques; designs; financial planning practices; client information (including clients’ identities and any client related data or information); and marketing plans. With respect to a Fund or its affiliates, Confidential Information shall also include the Personal Information of any shareholders, customers, partners, employees, trustees, and officers of the Fund or its affiliates. The term “Personal Information” shall mean (i) an individual’s name (first initial and last name or first name and last name) plus (a) social security number, (b) driver’s license number, (c) state identification card number, (d) debit or credit card number, (e) financial account number, (f) passport identification number, or (g) personal identification number or password that would permit access to a person’s account or (ii) any combination of the foregoing that would allow a person to log onto or access an individual’s account. Confidential Information shall not include any information that (i) is publicly available when disclosed by a party or thereafter becomes publicly available other than through a breach of this Agreement, (ii) was in the possession of the receiving party prior to its disclosure by the disclosing party and was not the subject of a pre-existing confidentiality obligation, (iii) is lawfully disclosed to the receiving party on a non-confidential basis by a third party who is not under a duty of confidentiality to the disclosing party, or (iv) is required to be disclosed by or to any regulatory authority, any external or internal accountant, auditor or counsels of the parties hereto, or by judicial or administration process or otherwise by applicable law.

1.	“Depository” shall include (a) the Book-Entry System, (b) the Depository Trust Company, (c) any other clearing agency or securities depository registered with the SEC identified to a Fund from time to time, and (d) the respective successors and nominees of the foregoing.

1.	“Foreign Depository” shall mean (a) Euroclear, (b) Clearstream Banking, societe anonyme, (c) each Eligible Securities Depository as defined in Rule 17f-7 under the 1940 Act, identified to a Fund from time to time, and (d) the respective successors and nominees of the foregoing.

1.	“Instructions” shall mean communications transmitted by electronic or telecommunications media, including S.W.I.F.T., computer-to-computer interface, dedicated transmission lines, telex, Autofax or such other methods that may be agreed to by the Funds and Custodian from time to time.

1.	“Oral Instructions” shall mean verbal instructions received by Custodian from an Authorized Person or from a person reasonably believed by Custodian to be an Authorized Person.

“Securities” shall include, without limitation, any common stock and other equity securities, bonds, debentures and other debt securities, notes, mortgages or other obligations, and any instruments representing rights to receive, purchase, or subscribe for the same, or representing any other rights or interests therein (whether represented by a certificate or held in a Depository or Foreign Depository or by a Subcustodian).

1.	“Series” shall mean the various portfolios, if any, of a Fund listed on Schedule II hereto, and if none are listed references to Series shall be references to the Fund.

“Subcustodian” shall mean a bank (including any branch thereof) or other financial institution (other than a Foreign Depository) located within or outside the U.S. that is eligible to serve as a custodian pursuant to the 1940 Act and the rules thereunder (with respect to foreign Subcustodians, the reference to eligibility to serve pursuant to the 1940 Act and the rules thereunder shall apply if Custodian acts as foreign custody manager for the applicable Series as contemplated in Rule 17f-5 under the 1940 Act (“Rule 17f-5”)), which is utilized by Custodian in connection with the purchase, sale or custody of Securities hereunder and identified to a Fund from time to time, and their respective successors and nominees.

Article II

APPOINTMENT OF CUSTODIAN; ACCOUNTS; REPRESENTATIONS, WARRANTIES, AND COVENANTS

This Agreement amends and restates the Amended and Restated Custody Agreement dated as of June 19, 2001 between each open-end management investment company listed on Schedule II thereto (as amended from time to time) and The Bank of New York (the “Prior Agreement”), and the terms of this Agreement replace the terms of the Prior Agreement effective as of the date of this Agreement. For clarity, matters relating to the time period prior to the date of this Agreement are governed by the terms of the Prior Agreement. For further clarity, the continuation of amendments to and other agreements that reference the Prior Agreement is not intended to be affected by the fact of the amendment and restatement of the Prior Agreement by this Agreement, and reference in such amendments and agreements to the Prior Agreement shall be considered to be a reference to this Agreement effective as of the date of this Agreement (provided that matters relating to the time period prior to the date of this Agreement are governed by the terms of the Prior Agreement).

Each Fund hereby appoints Custodian as custodian of all Securities and cash at any time delivered to Custodian during the term of this Agreement, and authorizes Custodian to hold Securities in registered form in its name or the name of its nominees. Custodian hereby accepts such appointment and agrees to establish and maintain one or more securities accounts and cash accounts for each Series in which Custodian will hold Securities and cash as provided herein. Custodian shall maintain books and records segregating the assets of each Series from the assets of any other Series. Such accounts (each, an “Account”; collectively, the “Accounts”) shall be in the name of the Fund on behalf of the relevant Series. Except as precluded by Section 8-501(d) of the Uniform Commercial Code (“UCC”), Custodian shall hold all Securities and other financial assets, other than cash, of a Series that are delivered to it in a “securities account” with Custodian for and in the name of such Series and shall treat all such assets other than cash as “financial assets” as those terms are used in the UCC.

(a)	Custodian may from time to time establish on its books and records such sub-accounts within each Account as a Fund and Custodian may reasonably agree upon (each a “Special Account”), and Custodian shall reflect therein such assets as the Fund may specify in a Certificate or Instructions.

(b)

Custodian may from time to time establish pursuant to a written agreement with and for the benefit of a broker, dealer, futures commission merchant or other third party identified in a Certificate or Instructions such accounts on such terms and conditions as a Fund and Custodian shall reasonably agree, and Custodian shall transfer to such account such Securities and money as the Fund may specify in a Certificate or Instructions. Custodian shall upon receipt of a Certificate or Instructions on behalf of each applicable Series, establish and maintain a segregated account or accounts for and on behalf of each such Series, into which account or accounts may be transferred cash, securities, or other assets of the Series and collateral provided to the Series by its counterparties, including securities maintained in an account by Custodian (1) in accordance with the provisions of any agreement among a Fund on behalf of a Series, Custodian and a broker dealer registered under the Securities Exchange Act of 1934, as amended and a member of the Financial Industry Regulatory Authority relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange, or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Series, (2) in accordance with the provisions of any agreement among a Fund, on behalf of a Series, Custodian and any futures commission merchant (registered under the Commodity Exchange Act) relating to compliance with the rules of the Commodity Futures Trading Commission or any registered contract market, or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Series, (3) for purposes of segregating cash or government securities in connection with options purchased, sold or written by a Series or commodity futures contract options thereon purchased or sold by a Series, (4) for the purposes of compliance by a Series with the procedures required by Investment Company Act Release No. 10666, or any subsequent release of the SEC, or no-action letter of the staff of the SEC, relating to the maintenance of segregated accounts by registered management investment companies, and (5) for any other purpose in accordance with a Certificate or Instructions and as agreed by the parties.

2.	Each Fund hereby represents and warrants, which representations and warranties shall be continuing and shall be deemed to be reaffirmed upon each delivery of a Certificate or each giving of Oral Instructions or Instructions by such Fund, that:

(a)	It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement, and to perform its obligations hereunder;

(b)

This Agreement has been duly authorized, executed and delivered by the Fund, approved by a resolution of its board of trustees, constitutes a valid and legally binding obligation of the Fund, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency or other laws affecting generally the enforceability of creditors’ rights or by equitable principles generally applied, and there is no statute, regulation, rule, order or judgment binding on it, and no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property, which would prohibit its execution or performance of this Agreement;

(c)	It is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted;

(d)	It will not use the services provided by Custodian hereunder in any manner that is, or will result in, a violation of any law, rule or regulation applicable to the Fund;

(e)

Its board of trustees or its foreign custody manager, as defined in Rule 17f-5 under the 1940 Act, has determined that use of each Subcustodian (including any Replacement Custodian) and each Depository which Custodian or any Subcustodian is authorized to utilize in accordance with Section 1(a) of Article III hereof, satisfies the applicable requirements of the 1940 Act and Rules 17f-4 or 17f-5 thereunder, as the case may be;

(f)

Upon receiving from Custodian an initial analysis of and information concerning changes in the custody risks associated with maintaining assets at a Foreign Depository, the Fund or its investment adviser has determined that the custody arrangements of each Foreign Depository provide reasonable safeguards against the custody risks associated with maintaining assets with such Foreign Depository within the meaning of Rule 17f-7 under the 1940 Act;

(g)

It is fully informed of the protections and risks associated with various methods of transmitting Instructions and Oral Instructions and delivering Certificates to Custodian, understands that there may be more secure methods of transmitting or delivering the same than the methods selected by the Fund, agrees that the security procedures (if any) to be utilized provide a commercially reasonable degree of protection in light of its particular needs and circumstances, acknowledges and agrees that Instructions need not be reviewed by Custodian if such Instructions require authentication codes and have such codes, acknowledges and agrees the same may conclusively be presumed by Custodian to have been given by person(s) duly authorized, and may be acted upon as given;

(h)	It shall manage its borrowings, including, without limitation, any advance or overdraft (including any day-light overdraft) in the Accounts, so that the aggregate of its total borrowings for each Series does not exceed the amount such Series is permitted to borrow under the 1940 Act;

(i)	Its transmission or giving of, and Custodian acting upon and in reliance on, Certificates, Instructions, or Oral Instructions pursuant to this Agreement shall at all times comply with the 1940 Act;

(j)	It shall impose and maintain restrictions on the destinations to which cash may be disbursed by Instructions to ensure that each disbursement is for a proper purpose; and

(k)

It has the right to make the pledge and grant the security interest and security entitlement to Custodian contained in Section 1 of Article V hereof, free of any right or prior claim of any other person or entity (except as otherwise provided by law), such pledge and such grants shall have a first priority subject to no setoffs, counterclaims, or other liens or grants prior to or on a parity therewith (except as otherwise provided by law).

The Fund hereby covenants that it shall from time to time complete and execute and deliver to Custodian upon Custodian’s request a Form FR U-l (or successor form) whenever the Fund borrows from Custodian any money to be used for the purchase or carrying of margin stock as defined in Federal Reserve Regulation U.

2.	Custodian hereby represents and warrants, which representations and warranties shall be continuing and shall be deemed to be reaffirmed upon each receipt of a Certificate or each receipt of Oral Instructions or Instructions by Custodian, that:

(a)	It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;

(b)

This Agreement has been duly authorized, executed and delivered by Custodian, constitutes a valid and legally binding obligation of Custodian, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency or other laws affecting generally the enforceability of creditors’ rights or by equitable principles generally applied, and there is no statute, regulation, rule, order or judgment binding on it, and no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property, which would prohibit its execution or performance of this Agreement;

(c)	It is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; and

(d)	It will not provide services hereunder in any manner that is, or will result in, a violation of any law, rule or regulation applicable to Custodian.

Article III

CUSTODY AND RELATED SERVICES

Subject to the terms hereof, each Fund hereby authorizes Custodian to hold any Securities and cash received by it from time to time for such Fund’s account. Custodian shall be entitled to utilize Depositories, Subcustodians, and, subject to subsection (e) of this Section 1, Foreign Depositories, to the extent possible in connection with its performance hereunder. Securities and cash held in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity. Securities and cash held through Subcustodians shall be held subject to the terms and conditions of Custodian’s or a BNY Affiliate’s agreements with such Subcustodians. Subcustodians may be authorized to hold Securities in Foreign Depositories in which such Subcustodians participate. Unless otherwise required by local law or practice or a particular Subcustodian agreement, Securities deposited with a Subcustodian, a Depository or a Foreign Depository will be held in a commingled account, in the name of Custodian, holding only Securities held by Custodian as custodian for its customers. Custodian shall identify on its books and records the Securities and cash belonging to each Fund and their Series, whether held directly or indirectly through Depositories, Foreign Depositories, or Subcustodians. Custodian shall, directly or indirectly through Subcustodians, Depositories, or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, or where such Securities are acquired. Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian (the “Replacement Subcustodian”). In the event Custodian selects a Replacement Subcustodian, Custodian shall not utilize such Replacement Subcustodian until after the Fund’s board or foreign custody manager has determined that utilization of such Replacement Subcustodian satisfies the requirements of the 1940 Act and Rule 17f-5 thereunder.

(a)

Custodian may employ one or more Subcustodians located in the United States for a Fund, but only in accordance with applicable law and upon receipt of written approval from the Fund. The approval of a particular Subcustodian by the Fund shall not limit Custodian’s liability with respect to the use of the Subcustodian under this Agreement.

(b)

With respect to Losses (as defined below) incurred by a Fund as a result of any action or omission of a Subcustodian relating to the Subcustodian’s provision of sub-custody services in a market listed in Schedule III hereto, Custodian will be liable for such Losses to the same extent as if such action or omission was performed by Custodian itself, unless a higher standard of care is required by law, rule, or regulation, in which case the higher standard of care will apply. Custodian shall take full responsibility for, and shall indemnify the Fund from and

against, any Losses incurred by a Fund as a result of any action or omission of a Subcustodian relating to the Subcustodian’s provision of sub-custody services in a market listed in Schedule III hereto to the same extent as if such action or omission was performed by Custodian itself, or the insolvency of any Subcustodian that is a BNY Affiliate, and Custodian shall promptly reimburse the Fund in the amount of any such Losses. Where Custodian no longer maintains any client assets with a Subcustodian in a market listed in Schedule III or where Custodian intends to remove all client assets from all Subcustodians in a market listed in Schedule III, Custodian may remove that market from the list in Schedule III upon prior notice to the applicable Fund. In all other circumstances, Custodian may not remove a market listed in Schedule III without prior agreement of the applicable Fund.

(c)

Assuming that Custodian acts as foreign custody manager for the applicable Series as contemplated in Rule 17f-5, unless Custodian has received a Certificate or Instructions to the contrary, Custodian shall hold such Series’ Foreign Assets (as defined in Rule 17f-5) indirectly through a Subcustodian only if Custodian determines that (1) the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Foreign Assets will be held by that Subcustodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation the factors specified in Rule 17f-5(c)(1); and (2) the contract governing the foreign custody arrangements with such Subcustodian selected by Custodian will satisfy the requirements of Rule 17f-5(c)(2), including but not limited to: (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors or operators, including a receiver or trustee in bankruptcy or similar authority, except for a claim of payment for the safe custody or administration of Securities on behalf of the Fund by such Subcustodian, and (ii) beneficial ownership of the Securities is freely transferable without the payment of cash or value other than for safe custody or administration.

(d)

With respect to each Foreign Depository, Custodian shall exercise reasonable care, prudence, and diligence (i) to provide the Fund with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, and (ii) to monitor such custody risks on a continuing basis and promptly notify the Fund or the Fund’s investment adviser of any material change in such risks. Each Fund acknowledges and agrees that such analysis and monitoring shall be made on the basis of, and limited by, information gathered from Subcustodians or through publicly available information otherwise obtained by Custodian, and shall include information concerning, but no evaluation of, Country Risks. As used herein the term “Country Risks” shall mean with respect to any Foreign Depository: (a) the financial infrastructure of the country in which it is organized, (b) such country’s prevailing custody and settlement practices, (c) nationalization, expropriation or other governmental actions, (d) such country’s regulation of the banking or securities industry, (e) currency controls, restrictions, devaluations or fluctuations, and (f) market conditions which affect the orderly execution of securities transactions or affect the value of securities.

Promptly after the close of business on each Business Day or the next Business Day in the case of a Subcustodian or Foreign Depositary, or in accordance with practices in the related local market, Custodian shall furnish each Fund with confirmations and a summary, on a per Series basis, of all transfers to or from the Accounts, either hereunder or with any Subcustodian appointed in accordance with this Agreement during said day. Where Securities are transferred to an Account for a Series, Custodian shall also by book-entry or otherwise identify as belonging to such Series a quantity of Securities in a fungible bulk of Securities registered in the name of Custodian (or its nominee) or shown on Custodian’s account on the books of the Book-Entry System or a Depository. At least monthly and from time to time, Custodian shall furnish each Fund with a detailed statement, on a per Series basis, of the Securities and cash held by Custodian for such Fund.

3.	With respect to all Securities held hereunder, Custodian shall, unless otherwise instructed to the contrary:

(a)

Collect and receive all income and other payments and in this regard Custodian shall promptly notify a Fund in writing by facsimile transmission, electronic communication, or in such other manner as the Fund and the Custodian may agree in writing, if any amount payable with respect to portfolio Securities or other assets of a Series is not received by Custodian when due. In the event that extraordinary measures are required to collect such income, a Fund and Custodian shall consult as to such measures and as to the compensation and expenses of Custodian relating to such measures;

(b)

Give notice to each Fund and present payment and collect the amount payable upon such Securities that are called, but only if either (i) Custodian receives a written notice of such call, or (ii) notice of such call appears in or is received from a nationally recognized bond or corporate action service to which Custodian subscribes;

(c)

Unless otherwise instructed by a Fund, Custodian shall retain in the appropriate account any stock dividends, subscription rights and other non-cash distributions on the Securities, or the proceeds from the sale of any distributions. Custodian shall notify a Fund upon the receipt of any non-cash item.

(d)	Present for payment and collect the amount payable upon all Securities which may mature, promptly deposit or withdraw such proceeds as designated therein and advise each Fund as promptly as practicable of any such amounts due but not paid;

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

(f)	Forward to each Fund copies of all information or documents that it may actually receive from an issuer of Securities which, in the opinion of Custodian, are intended for the beneficial owner of Securities;

(g)	Execute, as custodian, any certificates of ownership, affidavits, declarations or other certificates under any tax laws now or hereafter in effect in connection with the collection of bond and note coupons;

(h)	Hold directly or through a Depository, a Foreign Depository, or a Subcustodian all rights and similar Securities issued with respect to any Securities credited to an Account hereunder; and

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

Custodian shall notify each Fund of rights or discretionary actions with respect to Securities held hereunder, and of the date or dates by when such rights must be exercised or such action must be taken (each a “Notice” and collectively “Notices”), provided that Custodian has actually received, from the issuer or the relevant Depository (with respect to Securities issued in the United States) or from the relevant Subcustodian, Foreign Depository, or a nationally or internationally recognized bond or corporate action service to which Custodian subscribes (each a “Notice Provider” and collectively “Notice Providers”), timely notice of such rights or discretionary corporate action or of the date or dates such rights must be exercised or such action

must be taken. Absent actual receipt of Notices, Custodian shall have no liability for failing to so notify a Fund except as provided in the last sentence of this paragraph or as otherwise specifically agreed by Custodian in writing in an amendment to or other document separate from this Agreement. Custodian shall use reasonable care in forwarding such Notice to the relevant Fund. Custodian shall use reasonable care in the selection of a Notice Provider other than a Foreign Depository. To the extent an officer of the Custodian, with working knowledge of the Accounts, has actual knowledge that a Notice Provider has failed to provide Notices to the Custodian, the Custodian shall use reasonable care to obtain a mailing of such Notice from such Notice Provider or except in the case of a Foreign Depository use an alternative Notice Provider.

(a)

Whenever Securities (including, but not limited to, warrants, options, tenders, options to tender or non-mandatory puts or calls) confer discretionary rights on a Fund or provide for discretionary action or alternative courses of action by a Fund, the Fund shall be responsible for making any decisions relating thereto and for directing Custodian to act. In order for Custodian to act, it must receive the Fund’s Certificate or Instructions at Custodian’s offices, addressed as Custodian may from time to time request, at such date or time as Custodian may specify to the Fund. Absent Custodian’s timely receipt of such Certificate or Instructions Custodian shall not be liable for failure to take any action relating to or to exercise any rights conferred by such Securities.

Custodian shall perform the custody services provided for under this Agreement in a manner that meets or exceeds any service levels that may be agreed upon by the parties in writing from time to time. If Custodian fails to satisfy any service level that has been designated as “critical,” Custodian will be required to pay the Fund agreed upon credit amounts, if any.

All voting rights with respect to Securities, however registered, shall be exercised by the Fund or its designee. For Securities issued in the United States, Custodian’s only duty shall be to mail to the Funds any documents (including proxy statements, annual reports and signed proxies) actually received by Custodian relating to the exercise of such voting rights. With respect to Securities issued outside of the United States, Custodian’s only duty shall be to provide the Funds with access to a provider of global proxy services at a Fund’s request. The Fund using the services shall be responsible for all associated costs.

Custodian shall promptly advise a Fund upon Custodian’s actual receipt of notification of the partial redemption, partial payment or other action affecting less than all Securities of the relevant class. If Custodian, any Subcustodian, any Depository, or any Foreign Depository holds any Securities in which the Fund has an interest as part of a fungible mass, Custodian, such Subcustodian, Depository, or Foreign Depository may select the Securities to participate in such partial redemption, partial payment or other action in any non-discriminatory manner that it customarily uses to make such selection.

3.	Custodian shall not under any circumstances accept bearer interest coupons which have been stripped from United States federal, state or local government or agency securities unless explicitly agreed to by Custodian in writing.

Each Fund shall be liable for all taxes, assessments, duties and other governmental charges, including any interest or penalty with respect thereto (“Taxes”), with respect to any cash or Securities held on behalf of such Fund or any transaction related thereto. Each Fund shall indemnify Custodian and each Subcustodian for the amount of any Tax that Custodian, any such Subcustodian or any other withholding agent is required under applicable laws (whether by assessment or otherwise) to pay on behalf of, or in respect of income earned by or payments or distributions made to or for the account of the Fund (including any payment of Tax required by reason of an earlier failure to withhold). Custodian shall, or shall instruct the applicable Subcustodian or other withholding agent to, withhold the amount of any Tax which is required to be withheld under applicable law upon collection of any dividend, interest or other distribution made with respect to any Security and any proceeds or income from the sale, loan or other transfer of any Security. In the event that Custodian or any Subcustodian is required under applicable law to pay any Tax on behalf of a Fund, Custodian is hereby authorized to withdraw cash from any cash account in the amount required to pay such Tax and to use such cash, or to remit such cash to the appropriate Subcustodian or other withholding agent, for the timely payment of such Tax in the manner required by applicable law. If the aggregate amount of cash in all cash accounts is not sufficient to pay such Tax, Custodian shall promptly notify the Fund of the additional amount of cash (in the appropriate currency) required, and the Fund shall directly deposit such additional amount in the appropriate cash account promptly after receipt of such notice, for use by Custodian as specified herein. In the event that Custodian reasonably believes that Fund is eligible, pursuant to applicable law or to the provisions of any tax treaty, for a reduced rate of, or exemption from, any Tax which is otherwise required to be withheld or paid on behalf of the Fund under any applicable law, Custodian shall, or shall instruct the applicable Subcustodian or withholding agent to, either withhold or pay such Tax at such reduced rate or refrain from withholding or paying such Tax, as appropriate; provided that Custodian shall have received from the Fund all documentary evidence of residence or other qualification for such reduced rate or exemption required to be received under such applicable law or treaty. In the event that Custodian reasonably believes that a reduced rate of, or exemption from, any Tax is obtainable only by means of an application for refund, Custodian and the applicable Subcustodian shall have no responsibility for the accuracy or validity of information provided by a Fund on any forms or documentation provided by the Fund to Custodian hereunder. Each Fund hereby agrees to indemnify and hold harmless Custodian and each Subcustodian in respect of any liability arising from any underwithholding or underpayment of any Tax which results from the inaccuracy or invalidity of information provided by a Fund on any such forms or other documentation, and such obligation to indemnify shall be a continuing obligation of such Fund, its successors and assigns notwithstanding the termination of this Agreement.

Upon receipt of a proper Certificate or proper Instructions in a format agreeable to the applicable Fund and Custodian, Custodian shall facilitate the processing and settlement of foreign exchange transactions for such Fund. For the purpose of settling Securities and foreign exchange transactions, each Fund shall provide Custodian with sufficient immediately available funds for all transactions by such time and date as conditions in the relevant market dictate. As used herein, “sufficient immediately available funds” shall mean either (i) sufficient cash denominated in U.S. dollars to purchase the necessary foreign currency, or (ii) sufficient applicable foreign currency to settle the transaction. Custodian shall provide each Fund with immediately available funds each day which result from the actual settlement of all sale transactions, based upon advices received by Custodian from Subcustodians, Depositories, and Foreign Depositories. Such funds shall be in U.S. dollars or such other currency as a Fund may specify to Custodian.

(a)

Any foreign exchange transaction effected by Custodian in connection with this Agreement may be entered with Custodian or a BNY Affiliate acting as principal or otherwise through customary banking channels. Each Fund may issue a standing Certificate or Instructions with respect to foreign exchange transactions, but Custodian may establish rules or limitations concerning any foreign exchange facility made available to the Funds. Each Fund shall bear all risks of investing in Securities or holding cash denominated in a foreign currency.

(b)

To the extent that Custodian has agreed to provide pricing or other information services in connection with this Agreement, Custodian is authorized to utilize any vendor (including brokers and dealers of Securities) reasonably believed by Custodian to be reliable to provide such information. Each Fund understands that certain pricing information with respect to complex financial instruments (e.g., derivatives) may be based on calculated amounts rather than actual market transactions and may not reflect actual market values, and that the variance between such calculated amounts and actual market values may or may not be material. Where vendors do not provide pricing information for particular Securities or other property, an Authorized Person may advise Custodian in a Certificate regarding the fair market value of, or provide other information with respect to, such Securities or property as determined by it in good faith. Subject to the immediately following sentence, Custodian is entitled to rely without investigation on the accuracy and completeness of pricing and other information provided to Custodian by a Fund or third party. Nevertheless, Custodian shall be liable for the performance of any vendor selected by Custodian that is a BNY Affiliate to the same extent as Custodian would have been liable if it performed such services itself.

3.	Custodian shall promptly send to a Fund (a) any reports it receives from a Depository on such Depository’s system of internal accounting control, and (b) such reports on its own system of internal accounting control as the Fund may reasonably request from time to time.

Subject to Article III, Section 4(a), Custodian shall transmit promptly to a Fund for each Series all written information received by Custodian from issuers of the Securities and other financial assets being held for the Series, including among other things, maturities of domestic securities and notices of exercise of call and put options. Also subject to Article III, Section 4(a), Custodian shall transmit promptly to the Fund all written information received by Custodian from issuers of the securities and other financial assets whose tender or exchange is sought and from the party or its agent making the tender or exchange offer. Custodian shall transmit promptly to the Fund for each Series all written information received by Custodian regarding any class action or other collective litigation relating to Securities or other financial assets issued in the United States and then held, or previously held, during the relevant class action period during the term of this Agreement by Custodian for the account of a Fund for a Series, including, but not limited to, opt-out notices and proof-of-claim forms.

Custodian will implement and maintain a written information security program, in compliance with all federal, state and local laws and regulations (including any similar international laws) applicable to Custodian, that contains reasonable and appropriate security measures designed to safeguard the Confidential Information of a Fund that Custodian receives, stores, maintains, processes, transmits or otherwise accesses in connection with the provision of services hereunder. In this regard, Custodian will establish and maintain policies, procedures, and technical, physical, and administrative safeguards, designed to: (i) ensure the security and confidentiality of all Confidential Information of a Fund that Custodian receives, stores, maintains, processes or otherwise accesses in connection with the provision of services hereunder; (ii) protect against any reasonably foreseeable threats or hazards to the security or integrity of such Confidential Information; (iii) protect against unauthorized access to or use of such Confidential Information; (iv) maintain reasonable procedures to detect and respond to any internal or external security breaches; and (v) ensure appropriate disposal of such Confidential Information.

Custodian will monitor and review its information security program and revise it, as necessary and in its sole discretion, to address as it deems necessary any reasonably foreseeable and applicable legal and regulatory requirements. Custodian shall periodically test and audit its information security program.

Custodian shall respond to the Funds’ reasonable requests for information concerning Custodian’s information security program and once each calendar year, upon request, Custodian will permit authorized representatives of the Funds to review, at Custodian’s site, its applicable policies and procedures to the extent it is able to do so without divulging sensitive, proprietary, or Custodian Confidential Information. Upon reasonable request, Custodian shall discuss with the Funds the information security program of Custodian. Custodian also agrees, when requested but not more frequently than once per year, to complete any reasonable security questionnaire regarding Custodian’s information security program provided by the Funds and return it in a commercially reasonable period of time. The parties may also agree upon other matters relating to access management and information security which the parties consider to be appropriate from time to time.

Custodian shall: (i) promptly notify a Fund of any unauthorized access to Confidential Information of the Fund in the possession or control of Custodian (“Breach of Security”); (ii) promptly furnish to the relevant Fund full details of such Breach of Security to the extent it is available and not privileged information or part of an investigation; (iii) provide reasonable cooperation to a Fund in any litigation and investigation of third parties deemed necessary by the Fund to protect its proprietary and other rights; (iv) take all reasonable and appropriate action to end the Breach of Security and to mitigate any continuing or future harm to a Fund resulting from the Breach of Security, and (v) use reasonable precautions to prevent a recurrence of a Breach of Security. This provision will survive termination or expiration of this Agreement for so long as Custodian or any Subcustodian continues to possess or have access to Confidential Information of a Fund. Information and materials provided by Custodian in accordance with this Section are hereby designated by Custodian as confidential.

Custodian has and shall maintain business continuation and disaster recovery plans with respect to its global custody business, which, in the event of a significant business disruption affecting Custodian (which could include a Force Majeure Event as defined below), will be designed to ensure the continued processing capability and availability of the services provided by Custodian under this Agreement without undue delay or disruption. Custodian shall update and test the operability of such plans at least annually. On an annual basis, Custodian shall, upon reasonable request, meet with the Funds to review any business continuation and disaster recovery plans of Custodian relevant to the services provided by Custodian under this Agreement. Custodian represents that its business continuation and disaster recovery plans are appropriate for its business as a provider of custodian services to investment companies registered under the 1940 Act. Information and materials provided by Custodian in accordance with this Section are hereby designated by Custodian as confidential.

Each Fund represents that it maintains compliance policies and procedures reasonably designed to prevent the Fund from violating any applicable laws, rules, regulations, executive orders or requirements administered by any governmental authority of the United States (including the U.S. Office of Foreign Assets Control) concerning economic sanctions. Unless otherwise prohibited, a Fund will promptly provide to Custodian such information as Custodian reasonably requests in connection with the matters referenced in this Section 15, including information regarding its Accounts, the assets held or to be held in the Accounts, the source thereof, and the identity of any individual or entity having or claiming an interest therein. Custodian may decline to act or provide services in respect of any Account, and take such other actions as it, in its reasonable discretion, deems necessary or advisable, in connection with the matters referenced in this Section 15. If Custodian declines to act or provide services as provided in the preceding sentence, except as otherwise prohibited by applicable law or official request, Custodian will inform the Fund as soon as reasonably practicable.

Each Fund hereby acknowledges that Custodian is subject to federal laws, including the Customer Identification Program (“CIP”) requirements under the USA PATRIOT Act and its implementing regulations, pursuant to which Custodian must obtain, verify and record information that allows Custodian to identify the Fund. Accordingly, prior to opening an Account hereunder, Custodian will ask the Fund to provide certain information including, but not limited to, the Fund’s name, physical address, tax identification number and other information that will help Custodian to identify and verify the Fund’s identity, such as organizational documents, certificate of good standing, license to do business, or other pertinent identifying information. Each Fund agrees that Custodian cannot open an Account hereunder unless and until Custodian verifies the Fund’s identity in accordance with Custodian’s CIP.

Article IV

PURCHASE AND SALE OF SECURITIES; CREDITS TO ACCOUNT

Promptly after each purchase or sale of Securities by a Fund, the Fund shall deliver to Custodian a Certificate or Instructions, or if agreed between the Fund and Custodian Oral Instructions, specifying all information Custodian may reasonably request to settle such purchase or sale. Custodian shall account for all purchases and sales of Securities on the actual settlement date unless otherwise agreed by Custodian.

Each Fund understands that when Custodian is instructed to deliver Securities against payment, delivery of such Securities and receipt of payment therefor may not be completed simultaneously. Notwithstanding any provision in this Agreement to the contrary, settlements, payments and deliveries of Securities may be effected by Custodian or any Subcustodian in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction in which the transaction occurs, including, without limitation, delivery to a purchaser or dealer therefor (or agent) against receipt with the expectation of receiving later payment for such Securities. Each Fund assumes full responsibility for all risks, including, without limitation, credit risks, involved in connection with such deliveries of Securities, except the foregoing shall not excuse Custodian’s acting in accordance with such practices and procedures in a manner that constitutes negligence, bad faith or willful misconduct.

Custodian may, as a matter of bookkeeping convenience or by separate agreement with a Fund, credit the Account with the proceeds from the sale, redemption or other disposition of Securities or interest, dividends or other distributions payable on Securities prior to its actual receipt of final payment therefor. All such credits shall be conditional until Custodian’s actual receipt of final payment and may be reversed by Custodian to the extent that final payment is not received. Custodian shall notify the appropriate Fund at least 48 hours prior to any such reversal, but such reversal shall be made as of the date Custodian determines it has not received final payment. Payment with respect to a transaction will not be “final” until Custodian shall have received immediately available funds which under applicable local law, rule and/or practice are irreversible and not subject to any security interest, levy or other encumbrance, and which are specifically applicable to such transaction.

Article V

OVERDRAFTS OR INDEBTEDNESS

If Custodian should in its sole discretion advance funds on behalf of any Series which results in an overdraft (including, without limitation, any day-light overdraft) because the cash held by Custodian in an Account for such Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such Series, as set forth in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate Account of a Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to Custodian with respect to a Series (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), Custodian shall promptly notify the appropriate Fund of any such advance and the time at which such advance or overdraft must be paid. Such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such Series payable on demand and shall bear interest from the date incurred at a rate per annum agreed by such Fund and Custodian from time to time, or, in the absence of an agreement, at the rate ordinarily charged by Custodian to its institutional customers, as such rate may be adjusted from time to time. In addition, the Fund hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to such Securities of such Series as shall have a fair market value equal to the aggregate amount of all overdrafts of, or advances to, such Series, together with accrued interest, such lien, security interest and security entitlement to be effective only so long as such advance, overdraft, or accrued interest thereon remains outstanding. The Fund authorizes Custodian to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Series’ credit on Custodian’s books; provided, however, that Custodian shall provide the Fund with two (2) business days’ advance notice before effecting any such charge, during which time the Fund shall be entitled to determine the priority order in which Securities, cash, and other assets are to be used to set off the outstanding balance. For avoidance of doubt, the provisions of this Section do not apply to any amounts owed to Custodian pursuant to any other Section of this Agreement, including, in particular, any amounts owed to Custodian pursuant to Section 6 of Article VIII of this Agreement.

If a Fund borrows money from any bank (including Custodian if the borrowing is pursuant to a separate agreement) for investment or for temporary or emergency purposes using Securities held by Custodian hereunder as collateral for such borrowings, the Fund shall deliver to Custodian a Certificate specifying with respect to each such borrowing: (a) the Series to which such borrowing relates; (b) the name of the bank, (c) the amount of the borrowing, (d) the time and date, if known, on which the loan is to be entered into, (e) the total amount payable to the Fund on the borrowing date, (f) the Securities to be delivered as collateral for such loan, including the name of the issuer, the title and the number of shares or the principal amount of any particular Securities, and (g) a statement specifying whether such loan is for investment purposes or for temporary or emergency purposes and that such loan is in conformance with the 1940 Act and the Fund’s prospectus. Custodian shall deliver on the borrowing date specified in a Certificate the specified collateral against payment by the lending bank of the total amount of the loan payable, provided that the same conforms to the total amount payable as set forth in the Certificate. Custodian may, at the option of the lending bank, keep such collateral in its possession, but such collateral shall be subject to all rights therein given the lending bank by virtue of any promissory note or loan agreement. Custodian shall deliver such Securities as additional collateral as may be specified in a Certificate to collateralize further any transaction described in this Section. The Fund shall cause all Securities released from collateral status to be returned directly to Custodian, and Custodian shall receive from time to time such return of collateral as may be tendered to it. In the event that the Fund fails to specify in a Certificate the Series, the name of the issuer, the title and number of shares or the principal amount of any particular Securities to be delivered as collateral by Custodian, Custodian shall not be under any obligation to deliver any Securities. In this event, Custodian shall notify the Fund that the Securities were not delivered, and the information that the Fund failed to specify in the Certificate.

Article VI

SALE AND REDEMPTION OF SHARES

Whenever a Fund shall sell any shares issued by the Fund (“Shares”) it shall deliver to Custodian a Certificate or Instructions, or if agreed between the Fund and Custodian Oral Instructions, specifying the amount of cash and/or Securities to be received by Custodian for the sale of such Shares and specifically allocated to an Account for such Series.

6.	Upon receipt of such cash from a Fund’s transfer agent, Custodian shall credit such cash to an Account in the name of the Series for which such cash was received.

Except as provided hereinafter, whenever a Fund desires Custodian to make payment out of the cash held by Custodian hereunder in connection with a redemption of any Shares, it shall furnish to Custodian a Certificate or Instructions, or if agreed between the Fund and Custodian Oral Instructions, specifying the total amount to be paid for such Shares. Custodian shall make payment of such total amount to the transfer agent specified in such Certificate, Instructions or Oral Instructions out of the cash held in an Account of the appropriate Series.

Notwithstanding the above provisions regarding the redemption of any Shares, whenever any Shares are redeemed pursuant to any check redemption privilege which may from time to time be offered by a Fund, Custodian, unless otherwise instructed by a Certificate or Instructions (or if agreed between the Fund and Custodian Oral Instructions) shall, upon presentment of such check, charge the amount thereof against the cash held in the Account of the Series of the Shares being redeemed, provided, that if the Fund or its agent timely advises Custodian that such check is not to be honored, Custodian shall return such check unpaid.

Article VII

PAYMENT OF DIVIDENDS OR DISTRIBUTIONS

Whenever a Fund shall determine to pay a dividend or distribution on Shares it shall furnish to Custodian Instructions, Oral Instructions (if agreed between the Fund and Custodian) or a Certificate setting forth with respect to the Series specified therein the date of the declaration of such dividend or distribution, the total amount payable, and the payment date.

7.	Upon the payment date specified in such Instructions, Oral Instructions or Certificate, Custodian shall pay out of the cash held for the Account of such Series the total amount payable to the dividend agent of the Fund with respect to the Series specified therein.

Article VIII

CONCERNING CUSTODIAN

Custodian shall exercise such good faith, reasonable care, diligence and prudence as a professional custodian would exercise under the facts and circumstances and to act without negligence, fraud, bad faith, or willful misconduct in carrying out the duties and obligations set forth in this Agreement, unless a higher standard of care is required by law, rule, or regulation, in which case such higher standard of care will apply. Except as otherwise expressly provided herein, Custodian shall not be liable for any costs, expenses, damages, liabilities or claims, including attorneys’ and accountants’ fees (collectively, “Losses”), incurred by or asserted against a Fund, except those Losses arising out of Custodian’s own negligence, bad faith or willful misconduct. Custodian shall have no liability whatsoever for the action or inaction of any Depositories, or, except to the extent such action or inaction is a direct result of Custodian’s failure

to fulfill its duties hereunder, of any Foreign Depositories. With respect to any Losses incurred by the Fund as a result of the acts or any failures to act by any Subcustodian, Depository, or Foreign Depository, Custodian shall take appropriate action to recover such Losses from such Subcustodian, Depository, or Foreign Depository; and with regard to a Depository or Foreign Depository or with regard to a Loss relating to the Subcustodian’s provision of sub-custody services in a market other than one listed in Schedule III hereto, Custodian’s sole responsibility and liability to the Fund shall be limited to amounts so received from such Subcustodian, Depository or Foreign Depository (exclusive of costs and expenses incurred by Custodian), except to the extent that (A) Custodian’s negligence, bad faith or willful misconduct is the direct cause of such Subcustodian, Depository or Foreign Depository’s act or omission (it being agreed that Custodian’s decision to use any such Subcustodian, Depository or Foreign Depository shall not constitute negligence, bad faith or willful misconduct), or (B) a transaction or other matter between Custodian and such Subcustodian, Depository or Foreign Depository in which Custodian acts with negligence, fraud, bad faith, or willful misconduct and which is unrelated to the Fund was the cause of the loss or damage, in each of which events, Custodian shall be liable for such Losses. At a Fund’s election and to the extent practicable under the circumstances and allowable under the applicable agreement and/or the law pursuant to which such agreement is construed, a Fund shall be subrogated on behalf of its Series to the rights of Custodian with respect to any claims against a Depository or Foreign Depository or against a Subcustodian with respect to the provision of sub-custody services in a market other than one listed in Schedule III hereto as a consequence of any Losses if and to the extent that such Series has not been made whole for any Losses within a reasonable period of time by such Subcustodian, Depository or Foreign Depository. Upon the occurrence of any event that causes or may cause any Losses to a Fund, Custodian shall (i) promptly notify the Fund of the occurrence of such event and (ii) take all reasonable steps under the circumstances to mitigate the effects of such event and to avoid continuing harm to the Fund.

(a)

Provided Custodian’s actions or omissions are without gross negligence, fraudulent conduct, bad faith, or willful misconduct, Custodian shall not be liable to a Fund or any third party for special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement. In addition, neither Custodian nor any Subcustodian shall be liable: (i) for acting in accordance with any Certificate or Oral Instructions actually received by Custodian and reasonably believed by Custodian to be given by an Authorized Person; (ii) for acting in accordance with Instructions requiring authentication codes if such Instructions have authentication codes without reviewing the same; (iii) for conclusively presuming that all disbursements of cash directed by the Fund, whether by a Certificate, an Oral Instruction, or an Instruction, are in accordance with Section 3(i) of Article II hereof; (iv) for holding property in any particular country, including, but not limited to, Losses resulting from nationalization, expropriation or other governmental actions; regulation of the banking or securities industry; exchange or currency controls or restrictions, devaluations or fluctuations; availability of cash or Securities or market conditions which prevent the transfer of property or execution of Securities transactions or affect the value of property; (v) for the insolvency of any Subcustodian (other than a BNY Affiliate), any Depository, or, except to the extent such action or inaction is a direct result of Custodian’s failure to fulfill its duties hereunder, any Foreign Depository; or (vi) for any Losses arising from the applicability of any law or regulation now or hereafter in effect, or from the occurrence of any event, including, without limitation, implementation or adoption of any rules or procedures of a Foreign Depository, which may affect, limit, prevent or impose costs or burdens on, the transferability, convertibility, or availability of any currency or Composite Currency Unit in any country or on the transfer of any Securities, and in no event shall Custodian be obligated to substitute another currency for a currency (including a currency that is a component of a Composite Currency Unit) whose transferability, convertibility or availability has been affected, limited, or prevented by such law, regulation or event, and to the extent that any such law, regulation or event imposes a cost or charge upon Custodian in relation to the transferability, convertibility, or availability of any cash currency or Composite Currency Unit, such cost or charge shall be for the Account of the Fund, and Custodian may treat any Account denominated in an affected currency as a group of separate accounts denominated in the relevant component currencies. Provided that Custodian shall maintain an information security program as set forth in Article III, Section 13, and business continuation and disaster recovery procedures as set forth in Article III, Section 14, Custodian shall not be liable for any Losses due to forces beyond the control of Custodian, including without limitation strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes, or acts of God, or interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services (“Force Majeure Event”). Custodian shall endeavor to promptly notify the Funds when it becomes aware of any situation outlined above, but shall not be liable for a failure to do so. The Funds shall not be responsible for temporary delays in the performance of their duties and obligations hereunder and correspondingly shall not be liable for any Losses attributable to such delay in consequence of an event as described above affecting the Funds’ principal place of business operations or administration.

(b)

Custodian may enter into subcontracts, agreements and understandings with any BNY Affiliate, whenever and on such terms and conditions as it deems necessary or appropriate to perform its services hereunder. No such subcontract, agreement or understanding shall discharge Custodian from its obligations hereunder. With respect to Losses incurred by a Fund as a result of an action or omission of a BNY Affiliate, Custodian will be liable for such Losses to the same extent that Custodian would be liable under the Agreement if the applicable action or omission was that of Custodian.

(c)

The Funds agree to indemnify Custodian and hold Custodian harmless from and against any and all Losses sustained or incurred by or asserted against Custodian by reason of or as a result of any action or inaction, or arising out of Custodian’s performance hereunder, including reasonable fees and expenses of counsel incurred by Custodian in a successful defense of claims by the Fund; provided however, that the Funds shall not indemnify Custodian for those Losses arising out of Custodian’s own negligence, bad faith or willful misconduct. This indemnity shall be a continuing obligation of each Fund, their successors and assigns, notwithstanding the termination of this Agreement.

(d)

Without limiting any provisions of Article III, Section 1, Custodian agrees to indemnify each Fund against and hold each Fund harmless from and against any and all direct damages sustained or incurred because of or in connection with this Agreement; provided however, that Custodian shall only indemnify the Funds for those direct damages arising out of the negligence, bad faith or willful misconduct of Custodian, or any affiliate of Custodian or any BNY Affiliate. This indemnity shall be a continuing obligation of Custodian, its successors and assigns, notwithstanding the termination of this Agreement.

8.	Without limiting the generality of the foregoing, Custodian shall be under no obligation to inquire into, and shall not be liable for (except to the extent that either (a) or (b) involves Custodian’s negligence, bad faith or willful misconduct):

(a)	Any Losses incurred by a Fund or any other person as a result of the receipt or acceptance of fraudulent, forged or invalid Securities, or Securities which are otherwise not freely transferable or deliverable without encumbrance in any relevant market;

(b)	The validity of the issue of any Securities purchased, sold, or written by or for the Fund, the legality of the purchase, sale or writing thereof, or the propriety of the amount paid or received therefor;

(c)	The legality of the sale or redemption of any Shares, or the propriety of the amount to be received or paid therefor;

(d)	The legality of the declaration or payment of any dividend or distribution by a Fund;

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

(f)

The legality of any loan of portfolio Securities, nor shall Custodian be under any duty or obligation to see to it that any cash or collateral delivered to it by a broker, dealer or financial institution or held by it at any time as a result of such loan of portfolio Securities is adequate collateral for the Fund against any loss it might sustain as a result of such loan, which duty or obligation shall be the sole responsibility of the Fund. In addition, Custodian shall be under no duty or obligation to see that any broker, dealer or financial institution to which portfolio Securities of the Fund are lent makes payment to it of any dividends or interest which are payable to or for the account of the Fund during the period of such loan or at the termination of such loan, provided, however that Custodian shall promptly notify the Fund in the event that such dividends or interest are not paid and received when due;

(g)

The sufficiency or value of any amounts of cash and/or Securities held in any Special Account in connection with transactions by a Fund; whether any broker, dealer, futures commission merchant or clearing member makes payment to the Fund of any variation margin payment or similar payment which the Fund may be entitled to receive from such broker, dealer, futures commission merchant or clearing member, or whether any payment received by Custodian from any broker, dealer, futures commission merchant or clearing member is the amount the Fund is entitled to receive, or to notify the Fund of Custodian’s receipt or non-receipt of any such payment except that Custodian shall as promptly as practical under the circumstances notify a Fund of any difference between the amount the Fund has specified in a Certificate or Instructions as the amount to be received and the amount Custodian actually receives or does not receive; or

(h)

Whether any Securities at any time delivered to, or held by it or by any Subcustodian, for the account of a Fund and specifically allocated to a Series are such as properly may be held by the Fund or such Series under the provisions of its then current prospectus and statement of additional information, or to ascertain whether any transactions by a Fund, whether or not involving Custodian, are such transactions as may properly be engaged in by the Fund.

Custodian may, with respect to questions of law specifically regarding an Account, obtain the advice of counsel at its own expense (without limiting Article VIII, Section 1(d)) and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice provided that Custodian has selected and retained such counsel using reasonable care and any action taken pursuant to the advice must be consistent with Custodian’s responsibilities under this Agreement.

Custodian shall be under no obligation to take action to collect any amount payable on Securities in default, or if payment is refused after due demand and presentment, unless and until (i) it shall be directed to take such action by a Certificate or Instructions and (ii) it shall be assured to its satisfaction of reimbursement of its reasonable costs and expenses in connection with any such action except that Custodian shall as promptly as practical under the circumstances notify the affected Fund in writing of such default or refusal to pay.

8.	Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, or determine the suitability of any transactions affecting any Account.

8.	Each Fund shall pay to Custodian the fees and charges as may be specifically agreed upon from time to time and such other fees and charges at agreed rates for such services as may be applicable.

In addition to, and not as a limitation of, Custodian’s rights under Section 1 of Article V, Custodian has the right to debit a cash account in advance for any amount payable by a Fund in connection with any and all obligations of the Fund to Custodian, provided Custodian has given the Fund at least two (2) business days’ prior notice of such debit during which time the Fund shall be entitled to determine the priority order in which any cash accounts are to be debited.

Each Fund agrees to forward to Custodian a Certificate or Instructions confirming Oral Instructions by the close of business of the same day that such Oral Instructions are given to Custodian. Each Fund agrees that the fact that such confirming Certificate or Instructions are not received or that a contrary Certificate or contrary Instructions are received by Custodian shall in no way affect the validity or enforceability of transactions authorized by such Oral Instructions and effected by Custodian. Under either of the two foregoing circumstances, Custodian shall promptly notify the Fund. If a Fund elects to transmit Instructions through an on-line communications system offered by Custodian, the Fund’s use thereof shall be subject to the terms and conditions contained in a separate written agreement.

The books and records pertaining to a Fund which are in possession of Custodian shall be the property of such Fund. Such books and records shall be prepared and maintained as required by the 1940 Act and the rules thereunder and other applicable securities laws, rules and regulations. The Fund, or its authorized representatives (including the Fund’s independent public accountants), shall have access to such books and records during Custodian’s normal business hours. Upon the reasonable request of a Fund, copies of any such books and records shall be provided by Custodian to the Fund or its authorized representative (including the Fund’s independent public accountants). Upon the reasonable request of a Fund, Custodian shall provide in hard copy or on computer disc any records included in any such delivery which are maintained by Custodian on a computer disc, or are similarly maintained.

Upon reasonable request of a Fund, Custodian shall provide the Fund with a copy of Custodian’s Service Organizational Control (SOC) 1 reports (or any successor reports) prepared in accordance with the requirements of AT-C Section 320, Reporting on an Examination of Controls at a Service Organization Relevant to User Entities’ Internal Control Over Financial Reporting (or successor governing standard). In addition, from time to time as reasonably requested, Custodian will furnish the Fund a “gap” or “bridge” letter that will address any material changes that might have occurred in Custodian’s controls covered in the SOC Report from the end of the SOC Report period through a specified requested date. Custodian shall use commercially reasonable efforts to provide the Fund with such reports as the Fund may reasonably request or otherwise reasonably require to fulfill its duties under Rule 38a-l of the 1940 Act or similar legal and regulatory requirements. Upon reasonable request of the Fund, Custodian shall also provide to the Fund sub-certifications in connection with Sarbanes-Oxley Act of 2002 certification requirements. Information and materials provided by Custodian in accordance with this Section are hereby designated by Custodian as confidential.

In addition, Custodian shall cooperate with and promptly supply necessary information reasonably requested to any entity or entities appointed by a Fund to keep its books of account and/or compute its net asset value. Custodian shall take all such reasonable actions as a Fund may from time to time request to enable a Fund to obtain, from year to year, favorable opinions from a Fund’s independent accountants with respect to Custodian’s activities hereunder in connection with (i) the preparation of any registration statement of a Fund and any other reports required by a governmental agency or regulatory authority with jurisdiction over the Fund, and (ii) the fulfillment by a Fund of any other requirements of a governmental agency or regulatory authority with jurisdiction over the Fund.

It is understood that Custodian is authorized to supply any information regarding the Accounts which is required by any law, regulation or rule now or hereafter in effect. Custodian shall provide each Fund with any report obtained by Custodian on the system of internal accounting control of a Depository, and with such reports on its own system of internal accounting control as a Fund may reasonably request from time to time.

8.	Neither Custodian nor any Fund shall have any duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement.

Article IX

TERMINATION

Either of the parties hereto may terminate this Agreement by giving to the other party a notice in writing specifying the date of such termination, which shall not take effect sooner than sixty (60) days after the date of such delivery or mailing if termination is being sought by a Fund on behalf of a Series and not sooner than one hundred twenty (120) days after the date of such delivery or mailing if termination is being sought by the Custodian. A Fund may immediately terminate this Agreement in the event of the appointment of a bankruptcy trustee or a conservator or receiver for the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Termination of the Agreement with respect to any one particular Fund or Series shall in no way affect the rights and duties under the Agreement with respect to any other Fund or Series. In the event such notice is given by either party, the Fund shall designate a successor custodian or custodians on or before the termination date. In the absence of such designation by the Fund, Custodian may designate a successor custodian which shall be a bank or trust company having not less than $25,000,000 aggregate capital, surplus and undivided profits, as shown by its last published report, and which shall be satisfactory to the Funds. Upon the date set forth in such notice, this Agreement shall terminate with respect to the affected Fund(s), and Custodian shall upon receipt of a notice of acceptance by the successor custodian on that date deliver directly to the successor custodian all Securities and cash then owned by the Fund(s) and held by it as Custodian, after deducting all fees, expenses and other amounts for the payment or reimbursement of which it shall then be entitled, provided that the Fund shall be entitled to determine the reasonable priority order in which the cash or other assets of any Series are to be deducted by the Custodian to obtain reimbursement.

If a successor custodian is not designated by the Fund or Custodian in accordance with the preceding section, the Fund shall upon the date specified in the notice of termination of this Agreement and upon the delivery by Custodian of all Securities (other than Securities which cannot be delivered to the Fund) and cash then owned by the Fund be deemed to be its own custodian and Custodian shall thereby be relieved of all duties and responsibilities pursuant to this Agreement, other than the duty with respect to Securities which cannot be delivered to the Fund to hold such Securities hereunder in accordance with this Agreement.

In the event of any termination of this Agreement for any reason whatsoever, Custodian shall, for a period of up to one hundred twenty (120) days after termination of the Agreement, (i) continue to provide all or part of the services under this Agreement if requested by the Fund, which services shall be subject to the terms and conditions of this Agreement during the transition period unless otherwise agreed to by the parties; (ii) provide to the Fund or any successor custodian all assistance reasonably requested to enable the Fund or the successor custodian to commence providing services similar to those under this Agreement; and (iii) subject to the same limitations in place during the term of this Agreement, provide the Fund with access to all records in the possession of Custodian relating to the Fund which belong to the Fund and which are required to be maintained pursuant to the 1940 Act.

In connection with any termination of this Agreement for any reason whatsoever, the parties shall promptly develop a transition plan setting forth a reasonable timetable for the transition and describing the parties’ respective responsibilities for transitioning the services back to the Fund or any successor custodian in an orderly and uninterrupted fashion.

If Custodian is prevented from carrying out its obligations under this Agreement as a result of any Force Majeure Event for a period of thirty (30) days, a Fund may terminate this Agreement by giving Custodian not less than thirty (30) days’ notice, without prejudice to any of the rights of any party accrued prior to the date of termination.

Article X

MISCELLANEOUS

10.

Each Fund agrees to furnish to Custodian a new Certificate of Authorized Persons in the event of any change in the then present Authorized Persons. Until such new Certificate is received, Custodian shall be fully protected in acting upon Certificates, Instructions or Oral Instructions of such present Authorized Persons.

10.

Any notice or other instrument in writing, authorized or required by this Agreement to be given to Custodian, shall be sufficiently given if addressed to Custodian and received by it at its offices at 225 Liberty Street, New York, New York 10286, or at such other place as Custodian may from time to time designate in writing.

10.

Any notice or other instrument in writing, authorized or required by this Agreement to be given to the Fund shall be sufficiently given if addressed to the Fund and received by it at its offices at Attn.; Chief Financial Officer, The Vanguard Group, Inc., 400 Devon Park Drive, A29, Wayne, Pennsylvania 19087, or at such other place as the Fund may from time to time designate in writing.

10.

Each and every right granted to a party hereunder or under any other document delivered hereunder or in connection herewith, or allowed it by law or equity, shall be cumulative and may be exercised from time to time. No failure on the part of either party to exercise, and no delay in exercising, any right will operate as a waiver thereof, nor will any single or partial exercise by either party of any right preclude any other or future exercise thereof or the exercise of any other right.

10.

In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any exclusive jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected thereby. This Agreement may not be amended or modified in any manner except by a written agreement executed by both parties, except that any amendment to the Schedule I hereto need be signed only by the Fund and any amendment to Schedule III hereto may be made as provided in Article III, Section 1(c). This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by either party without the written consent of the other.

10.

This Agreement shall be construed in accordance with the substantive laws of the State of New York, without regard to conflicts of laws principles thereof. The Fund and Custodian hereby consent to the jurisdiction of a federal court situated in New York City, New York in connection with any dispute arising hereunder. Each Fund hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum. Each Fund and Custodian each hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement.

10.

This Agreement is executed on behalf of the Board of Trustees of each Fund as Trustees and not individually and the obligations of this Agreement are not binding upon any of the Trustees or shareholders individually but are binding only upon the assets and property of such Funds; further, the assets of a particular Series of such Fund shall under no circumstances be charged with liabilities attributable to any other Series of such Fund and that all persons extending credit to, or contracting with or having any claim against a particular Series of such Fund shall look only to the assets of that particular Series for payment of such credit, contract or claim.

10.

Each party hereto agrees that it shall treat confidentially the terms and conditions of this Agreement and all Confidential Information of any other party. Subject to the terms of this Agreement, all Confidential Information of a party hereto shall not be used by any other party hereto except solely for the purpose of rendering or obtaining services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party without the prior written consent of such providing party. Custodian may disclose a Fund’s Confidential Information to Custodian’s affiliates, legal counsel, consultants, accountants, agents, or service providers (i) who have a business need to know such Confidential Information solely for purposes of carrying out services with respect to the Funds in connection with this Agreement, and (ii) who are subject to fiduciary, professional, or contractual obligations of confidentiality substantially similar to, and no less restrictive than, the obligations set forth herein, and as otherwise required by law or legal process (each such recipient being a “Custodian Agent”). Custodian shall remain ultimately responsible for any impermissible or unlawful use, disclosure, or distribution of a Fund’s Confidential Information by Custodian Agents.

10.	This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.

IN WITNESS WHEREOF, the Funds and Custodian have caused this Agreement to be executed by their respective officers, thereunto duly authorized, as of the day and year first above written.


EACH OF THE OPEN-END MANAGEMENT INVESTMENT COMPANIES LISTED ON SCHEDULE II HERETO
By:	/s/ Thomas J. Higgins
Name:	Thomas J. Higgins
Title:	Chief Financial Officer
THE BANK OF NEW YORK MELLON
By:	/s/ Kenneth C. Roehner
Name:	Kenneth C. Roehner
Title:	Managing Director

SCHEDULE II

Vanguard Admiral Funds

Vanguard Treasury Money Market Fund

Vanguard Chester Funds

Vanguard PRIMECAP Fund

Vanguard CMT Funds

Vanguard Market Liquidity Fund

Vanguard Fenway Funds

Vanguard PRIMECAP Core Fund

Vanguard Fixed Income Securities Funds

Vanguard Intermediate-Term Investment-Grade Fund

Vanguard Intermediate-Term Treasury Fund

Vanguard Long-Term Treasury Fund

Vanguard Short-Term Federal Fund

Vanguard Short-Term Investment-Grade Fund

Vanguard Short-Term Treasury Fund

Vanguard Horizon Funds

Vanguard Capital Opportunity Fund

Vanguard Strategic Equity Fund

Vanguard Strategic Small-Cap Equity Fund

Vanguard Malvern Funds

Vanguard Core Bond Fund

Vanguard Emerging Markets Bond Fund

Vanguard Money Market Reserves

Vanguard Federal Money Market Fund

Vanguard Prime Money Market Fund

Vanguard Scottsdale Funds

Vanguard Explorer Value Fund

Vanguard Russell 1000 Growth Index Fund

Vanguard Russell 1000 Index Fund

Vanguard Russell 1000 Value Index Fund

Vanguard Russell 2000 Growth Index Fund

Vanguard Russell 2000 Index Fund

Vanguard Russell 2000 Value Index Fund

Vanguard Russell 3000 Index Fund

Vanguard Trustees’ Equity Fund

Vanguard Emerging Markets Select Stock Fund

Vanguard Variable Insurance Funds

Capital Growth Portfolio

Growth Portfolio

Money Market Portfolio

Short-Term Investment-Grade Portfolio

Vanguard Whitehall Funds

Vanguard Global Minimum Volatility Fund

Vanguard High Dividend Yield Index Fund

Vanguard International Dividend Appreciation Index Fund

Vanguard International High Dividend Yield Index Fund

Vanguard Selected Value Fund

SCHEDULE III


Argentina	Ireland	Slovenia
Australia	Israel	South Africa
Austria	Italy	South Korea
Bahrain	Japan	Spain
Bangladesh	Jordan	Sri Lanka
Belgium	Kazakhstan	Swaziland
Bermuda	Kenya	Sweden
Botswana	Kuwait	Switzerland
Brazil	Latvia	Taiwan
Bulgaria	Lebanon	Thailand
Canada	Lithuania	Tunisia
Cayman Islands	Luxembourg	Turkey
Channel Islands	Malaysia	Uganda
Chile	Malta	Ukraine
China Shanghai	Mauritius	United Arab Emirates
China Shenzhen	Mexico	United Kingdom
Colombia	Morocco	United States
Costa Rica	Namibia	Uruguay
Croatia	Netherlands	Venezuela
Cyprus	New Zealand	Vietnam
Czech Republic	Nigeria	Zambia
Denmark	Norway	Zimbabwe
Egypt	Oman
Estonia	Pakistan
Euromarket	Peru
Finland	Philippines
France	Poland
Germany	Portugal
Ghana	Qatar
Greece	Romania
Hong Kong	Russia
Hungary	Saudi Arabia
Iceland	Serbia
India	Singapore
Indonesia	Slovak Republic

SCHEDULE II – AMENDMENT #2

The following is an amended and restated Schedule II (“Amendment”) to the Amended and Restated Custody Agreement, dated as of August 29, 2017 (the “Agreement”), by and between The Bank of New York Mellon (“Custodian”) and each open-end management investment company listed on this Schedule II (each, a “Fund”). This Amendment serves to update Schedule II. Custodian and the Funds agree that all of the terms and conditions as set forth in the Agreement are hereby incorporated by reference with respect to the Funds listed below.

Schedule II is amended as follows:

Vanguard Admiral Funds

Vanguard Treasury Money Market Fund

Vanguard Chester Funds

Vanguard PRIMECAP Fund

Vanguard CMT Funds

Vanguard Market Liquidity Fund

Vanguard Fenway Funds

Vanguard Equity Income Fund

Vanguard Fixed Income Securities Funds

Vanguard Intermediate-Term Treasury Fund

Vanguard Long-Term Treasury Fund

Vanguard Short-Term Federal Fund

Vanguard Short-Term Treasury Fund

Vanguard Horizon Funds

Vanguard Capital Opportunity Fund

Vanguard Index Funds

Vanguard Growth Index Fund

Vanguard Large-Cap Index Fund

Vanguard Value Index Fund

Vanguard Institutional Index Funds

Vanguard Institutional Total Stock Market Index Fund

Vanguard International Equity Index Funds

Vanguard European Stock Index Fund

Vanguard FTSE All-World ex-US Index Fund

Vanguard FTSE All-World ex-US Small-Cap Index Fund

Vanguard Pacific Stock Index Fund

Vanguard Money Market Reserves

Vanguard Prime Money Market Fund

Vanguard Federal Money Market Fund

Vanguard Scottsdale Funds

Vanguard Russell 1000 Index Fund

Vanguard Russell 1000 Value Index Fund

Vanguard Russell 1000 Growth Index Fund

Vanguard Russell 2000 Index Fund

Vanguard Russell 2000 Value Index Fund

Vanguard Russell 2000 Growth Index Fund

Vanguard Specialized Funds

Vanguard Dividend Growth

Vanguard Variable Insurance Funds

High Yield Bond Portfolio

Money Market Portfolio

Short-Term Investment-Grade Portfolio

Total Bond Market Index Portfolio

Vanguard Wellington Funds

Vanguard U.S. Multifactor Fund

Vanguard U.S. Liquidity Factor ETF

Vanguard U.S. Minimum Volatility ETF

Vanguard U.S. Momentum Factor ETF

Vanguard U.S. Multifactor ETF

Vanguard U.S. Quality Factor ETF

Vanguard U.S. Value Factor ETF

Vanguard Whitehall Funds

Vanguard Global Minimum Volatility Fund

Vanguard International Dividend Appreciation Index Fund

Vanguard International High Dividend Yield Index Fund

Vanguard World Fund

Vanguard International Growth Fund

(Rest of page left intentionally blank)

AGREED TO as of _______, 2018 BY:

The Bank of New York Mellon

Each of the Open-End Management Investment Companies Listed on Schedule II Hereto

By:/s/ Robert Hladky By: /s/ Thomas J. Higgins

Name:Robert Hladky Name:Thomas J. Higgins

Title:Vice President Title: Chief Financial Officer

SCHEDUL E II -AME NDME NT #3

The following is an amended and restated Schedule II ("Amendment") to the Amended and Restated Custody Agreement, dated as of August 29, 2017 (the "Agreement"), by and between The Bank of New York Mellon ("Custodian") and each open-end management investment company listed on this Schedule II (each, a "Fund"). This Amendment serves to update Schedule II. Custodian and the Funds agree that all of the terms and conditions as set forth in the Agreement are hereby incorporated by reference with respect to the Funds listed below.

Schedule II is amended as follows: Vanguard Admiral Funds

Vanguard Treasury Money Market Fund

Vanguard Chester Funds

Vanguard PRIMECAP Fund

Vanguard CMT Funds

Vanguard Market Liquidity Fund

Vanguard Fenway Funds

Vanguard Equity Income Fund

Vanguard Fixed Income Securities Funds

Vanguard Intermediate-Term Treasury Fund

Vanguard Long-Term Treasury Fund

Vanguard Short-Term Federal Fund

Vanguard Short-Term Treasury Fund

Vanguard Horizon Funds

Vanguard Capital Opportunity Fund

Vanguard Index Funds

Vanguard Growth Index Fund

Vanguard Large-Cap Index Fund

Vanguard Value Index Fund

Vanguard Institutional Index Funds

Vanguard Institutional Total Stock Market Index Fund

Vanguard International Equity Index Funds

Vanguard European Stock Index Fund Vanguard FTSE All-World ex-US Index Fund

Vanguard FTSE All-World ex-US Small-Cap Index Fund

Vanguard Pacific Stock Index Fund

Vanguard Money Market Reserves

Vanguard Cash Reserves Federal Money Market Fund

Vanguard Federal Money Market Fund

Vanguard Scottsdale Funds

Vanguard Russell 1000 Index Fund Vanguard Russell 1000 Value Index Fund Vanguard Russell 1000 Growth Index Fund Vanguard Russell 2000 Index Fund Vanguard Russell 2000 Value Index Fund Vanguard Russell 2000 Growth Index Fund

Vanguard Specialized Funds

Vanguard Dividend Growth Fund

Vanguard Valley Forge Funds

Vanguard Baillie Gifford Global Positive Impact Stock Fund

Vanguard Variable Insurance Funds High Yield Bond Portfolio Money Market Portfolio

Short-Term Investment-Grade Portfolio

Total Bond Market Index Portfolio

Vanguard Wellington Fund

Vanguard U.S. Multifactor Fund Vanguard U.S. Liquidity Factor ETF Vanguard U.S. Minimum Volatility ETF Vanguard U.S. Momentum Factor ETF Vanguard U.S. Multifactor ETF Vanguard U.S. Quality Factor ETF Vanguard U.S. Value Factor ETF

Vanguard Whitehall Funds

Vanguard Global Minimum Volatility Fund

Vanguard International Dividend Appreciation Index Fund

Vanguard International High Dividend Yield Index Fund

Vanguard World Fund

Vanguard International Growth Fund

AGREED TO AS OF March 15, 2022

(Rest of page left intentionally blank)

The Bank of New York MellonEach of the Open-End Management Investment

Companies Listed on Schedule II Hereto

By: /s/ Michelle Ross__________ By: /s/ Christine Buchanan_____________

Name: Michelle Ross________Name: Christine Buchanan_____________

Title: Director______________Title: Principal VGI, Funds CFO________

Schedule II-1

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 Variable Insurance Funds of our reports dated February 17, 2022, relating to the financial statements and financial highlights, which appear in Balanced Portfolio, Capital Growth Portfolio, Diversified Value Portfolio, Equity Income Portfolio, Global Bond Index Portfolio, Growth Portfolio, High Yield Bond Portfolio, International Portfolio, Money Market Portfolio, Short-Term Investment-Grade Portfolio, Small Company Growth Portfolio, Total Bond Market Index Portfolio, Conservative Allocation Portfolio, Moderate Allocation Portfolio, Equity Index Portfolio, Mid-Cap Index Portfolio, Real Estate Index Portfolio, Total International Stock Market Index Portfolio, Total Stock Market Index Portfolio’s Annual Reports on Form N-CSR for the year ended December 31, 2021. We also consent to the references to us under the headings “Financial Statements”, “Service Providers—Independent Registered Public Accounting Firm” and “Financial Highlights” in such Registration Statement.

/s/PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

April 27, 2022

VANGUARD FUNDS

MULTIPLE CLASS PLAN

I.INTRODUCTION

This Multiple Class Plan (the "Plan") describes seven separate classes of shares that may be offered by investment company members of The Vanguard Group of Mutual Funds (collectively the "Funds," individually a "Fund"). The Plan has been adopted pursuant to Rule 18f-3 under the Investment Company Act of 1940 (the "1940 Act") to allow each Fund to offer multiple classes of shares in a manner permitted by Rule 18f-3, subject to the requirements imposed by the Rule. Each Fund may offer any one or more of the specified classes.

The Plan has been approved by the Board of Directors of The Vanguard Group, Inc. ("VGI"). In addition, the Plan has been adopted by a majority of the Board of Trustees of each Fund ("Fund Board"), including a majority of the Trustees who are not interested persons of each Fund. The classes of shares offered by each Fund are designated in Schedule A hereto, as such Schedule may be amended from time to time.

II.SHARE CLASSES

A Fund may offer any one or more of the following share classes:

Investor Shares

Admiral Shares

Institutional Shares

Institutional Plus Shares

Institutional Select Shares

ETF Shares

Transition Shares

III.DISTRIBUTION, AVAILABILITY AND ELIGIBILITY

Distribution arrangements for all classes are described below. Distribution arrangements vary by VGI business line depending on the eligibility of the client segments to whom they market. Each Fund retains sole discretion in determining share class availability, and VGI retains discretion in determining whether Fund shares shall be offered either directly or through certain financial intermediaries, or on certain financial intermediary platforms. Eligibility requirements for purchasing shares of each class will differ, as follows:

A.Investor Shares

Investor Shares 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.

B.Admiral Shares

Admiral Shares generally will be available to retail, institutional, and other investors who meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. These eligibility requirements may include, but are not limited to the following factors: (i) the total amount invested in the Fund; or (ii) any other factors deemed appropriate by a Fund's Board. Admiral Shares are typically distributed by all VGI business lines.

C.Institutional Shares

Institutional Shares generally will be available to institutional and other investors who meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. It is expected that the minimum investment amount per account for Institutional Shares will be substantially higher than the amounts required for Investor Shares or Admiral Shares. Institutional Shares are typically distributed by Vanguard's financial advisory services and institutional business lines.

D.Institutional Plus Shares

Institutional Plus Shares generally will be available to institutional and other investors who meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. It is expected that the minimum investment amount for Institutional Plus Shares will be substantially higher than the amount required for Institutional Shares. Institutional Plus Shares are typically distributed by VGI's financial advisory services and institutional business lines.

E.Institutional Select Shares

Institutional Select Shares generally will be available to institutional investors who meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. It is expected that the minimum investment amount for Institutional Select Shares will be the highest among all Fund share classes. Institutional Select Shares are typically distributed by VGI's institutional business line.

F.ETF Shares

A Fund will sell ETF Shares to investors that are (or who purchase through) Authorized Participants and who generally pay for their ETF shares by depositing a prescribed basket consisting predominantly of securities with the Fund. An Authorized Participant is an institution, usually a broker-dealer, that is a participant in the Depository Trust Company (DTC) and that has executed a Participant Agreement with the Fund's distributor. Additional eligibility requirements may be specified in

Schedule B hereto, as such Schedule may be amended from time to time. Investors who are not Authorized Participants may buy and sell ETF shares through various exchanges and market centers. ETF Shares are typically distributed by all VGI business lines.

G.Transition Shares

Transition Shares generally will be available solely to Funds that operate as Funds-of-Funds and meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. Transition Shares are only internally distributed.

IV. SERVICE ARRANGEMENTS

Shareholders in all share classes will receive a range of shareholder services provided by VGI. These services may include transaction processing and shareholder recordkeeping, as well as the mailing of updated prospectuses, shareholder reports, tax statements, confirmation statements, quarterly portfolio summaries, and other items. Each share class will bear its proportionate share of VGI's cost of providing such services in accordance with Section VI of the Plan.

V.CONVERSION FEATURES

A. Self-Directed Conversions

1.Conversion into Investor Shares, Admiral Shares, Institutional Shares, Institutional Plus Shares, and Institutional Select Shares. Shareholders may conduct self-directed conversions from one share class into another share class of the same Fund for which they are eligible. Self-directed conversions may be initiated by the shareholder; however, depending upon the particular share class and the complexity of the shareholder's accounts, such conversions may require the assistance of a VGI representative. Shareholders may convert from one share class into another share class provided that following the conversion the shareholder meets the then applicable eligibility requirements for the share class into which they are converting. Any such conversion will occur at the respective net asset values of the share classes next calculated after VGI's receipt of the shareholder's request in good order.

2.Conversion into ETF Shares. Except as otherwise provided, a shareholder may convert Investor Shares, Admiral Shares, or Institutional Shares into ETF Shares of the same Fund (if available), provided that: (i) the share class out of which the shareholder is converting and the ETF Shares declare and distribute dividends on the same schedule; (ii) the shares to be converted are not held through an employee benefit plan; and (iii) following the conversion, the shareholder will hold ETF Shares through a brokerage account. Any such conversion will occur at the respective net asset values of the share classes next calculated after VGI's receipt of the shareholder's request in good order. VGI or the Fund may charge an administrative fee to process conversion transactions.

B.Automatic Conversions

1.Automatic conversion into Admiral Shares. VGI may automatically convert Investor Shares into Admiral Shares of the same Fund (if available), provided that following the conversion the shareholder meets the eligibility requirements for Admiral Shares. Any such conversion will occur at the respective net asset values of the share classes next calculated after VGI's conversion without the imposition of any charge. Such automatic conversions may occur on a periodic, or one-time basis. Automatic conversions may not apply to certain financial types of accounts (e.g., accounts held through certain intermediaries, or other accounts as may be excluded by VGI management).

2.Automatic conversion into Institutional Shares, Institutional Plus Shares, or Institutional Select Shares. VGI may conduct automatic conversions of any share class into either Institutional Shares, Institutional Plus Shares, or Institutional Select Shares in accordance with then-current eligibility requirements.

C.Involuntary Conversions and Cash Outs

1.Cash Outs. If a shareholder in any class of shares no longer meets the eligibility requirements for such shares, the Fund may, if permitted under applicable law, cash out the shareholder's remaining account balance. Any such cash out will be preceded by written notice to the shareholder and will be subject to the Fund's normal redemption fees, if any.

2.Conversion of Admiral Shares, Institutional Shares, and Institutional Plus Shares. If a shareholder no longer meets the eligibility requirements for the share class currently held, the Fund may convert the shareholder's holdings into the share class for which such shareholder is eligible. Any such conversion will be preceded by written notice to the shareholder and will occur at the respective net asset values of the share classes without the imposition of any sales load, fee, or other charge.

3.Conversions of Transition Shares. When a Fund that issues Transition Shares has completed the relevant portfolio transition, the Fund will convert the Transition Shares to another share class of the same Fund as appropriate, based on the eligibility requirements of such class as specified in Schedule B hereto, as such Schedule may be amended from time to time.

VI. EXPENSE ALLOCATION AMONG CLASSES

A.Background

VGI is a jointly-owned subsidiary of the Funds. VGI provides the Funds, on an at-cost basis, virtually all of their corporate management, administrative, and 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 relative percentage of total net assets of 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.

C.Fund-Wide Expenses

1.Marketing and Distribution Expenses. Each share class will bear marketing and distribution expenses proportionate to the marketing and distribution expenses of the business lines that distribute that share class.

1In 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.

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.

IX. AMENDMENTS

All material amendments to the Plan must be approved by a majority of the Board of Trustees of each Fund, including a majority of the Trustees who are not interested persons of the Fund. In addition, any material amendment to the Plan must be approved by the Board of Directors of VGI.

Original Board Approval: July 21, 2000

Last Approved by Board: December 17, 2021

SCHEDULE A to

VANGUARD FUNDS MULTIPLE CLASS PLAN

Note: Transition Shares, when offered by a Fund, are available for a limited period of time and are then converted into another share class. For this reason, Transition Shares are not shown on Schedule A.

Vanguard Fund		Share Classes Authorized
Vanguard Admiral Funds
•	Treasury Money Market Fund	Investor
• S&P 500 Value Index Fund		Institutional, ETF
• S&P 500 Growth Index Fund		Institutional, ETF
• S&P Mid-Cap 400 Index Fund		Institutional, ETF
• S&P Mid-Cap 400 Value Index Fund		Institutional, ETF
• S&P Mid-Cap 400 Growth Index Fund		Institutional, ETF
• S&P Small-Cap 600 Index Fund		Institutional, ETF
• S&P Small-Cap 600 Value Index Fund		Institutional, ETF
• S&P Small-Cap 600 Growth Index Fund		Institutional, ETF
Vanguard Bond Index Funds
• Short-Term Bond Index Fund		Investor, Admiral, Institutional,
• Intermediate-Term Bond Index Fund		Institutional Plus, ETF
		Investor, Admiral, Institutional, Institutional
		Plus, ETF
• Long-Term Bond Index Fund		Admiral, Institutional, Institutional Plus,
		ETF
• Total Bond Market Index Fund		Investor, Admiral, Institutional, Institutional
• Total Bond Market II Index Fund		Plus, Institutional Select, ETF
		Investor, Institutional
•	Inflation-Protected Securities Fund	Investor, Admiral, Institutional
•	Ultra-Short Bond ETF	ETF
Vanguard California Tax-Free Funds
• Municipal Money Market Fund		Investor
•	Intermediate-Term Tax-Exempt Fund	Investor, Admiral
•	Long-Term Tax-Exempt Fund	Investor, Admiral
Vanguard Charlotte Funds
• Total International Bond Index Fund		Investor, Admiral, Institutional,
		Institutional Select, ETF
• Global Credit Bond Fund		Investor, Admiral
• Total International Bond II Index Fund		Investor, Admiral, Institutional

Vanguard Fund

Share Classes Authorized

Vanguard Chester Funds
•	PRIMECAP Fund	Investor, Admiral
• Target Retirement Income Fund		Investor
• Target Retirement 2015 Fund		Investor
• Target Retirement 2020 Fund		Investor
• Target Retirement 2025 Fund		Investor
• Target Retirement 2030 Fund		Investor
• Target Retirement 2035 Fund		Investor
• Target Retirement 2040 Fund		Investor
• Target Retirement 2045 Fund		Investor
• Target Retirement 2050 Fund		Investor
• Target Retirement 2055 Fund		Investor
• Target Retirement 2060 Fund		Investor
• Target Retirement 2065 Fund		Investor
Vanguard Explorer Fund		Investor, Admiral
Vanguard Fenway Funds
•	Equity Income Fund	Investor, Admiral
•	PRIMECAP Core Fund	Investor
Vanguard Fixed Income Securities Funds
•	Ultra-Short-Term Bond Fund	Investor, Admiral
• Real Estate II Index Fund		Institutional Plus
•	Short-Term Treasury Fund	Investor, Admiral
•	Short-Term Federal Fund	Investor, Admiral
•	Short-Term Investment-Grade Fund	Investor, Admiral, Institutional
•	Intermediate-Term Treasury Fund	Investor, Admiral
•	Intermediate-Term Investment-Grade Fund	Investor, Admiral
•	GNMA Fund	Investor, Admiral
•	Long-Term Treasury Fund	Investor, Admiral
•	Long-Term Investment-Grade Fund	Investor, Admiral
•	High-Yield Corporate Fund	Investor, Admiral
Vanguard Horizon Funds
•	Capital Opportunity Fund	Investor, Admiral
•	Global Equity Fund	Investor
•	Strategic Equity Fund	Investor
• Strategic Small-Cap Equity Fund		Investor
• International Core Stock Fund		Investor, Admiral

Vanguard Fund		Share Classes Authorized
Vanguard Index Funds
•	500 Index Fund	Investor, Admiral, Institutional Select, ETF
• Extended Market Index Fund		Investor, Admiral, Institutional,
•		Institutional Plus, Institutional Select, ETF
	Growth Index Fund	Investor, Admiral, Institutional, ETF
•	Large-Cap Index Fund	Investor, Admiral, Institutional, ETF
• Mid-Cap Growth Index Fund		Investor, Admiral, ETF
•	Mid-Cap Index Fund	Investor, Admiral, Institutional,
• Mid-Cap Value Index Fund		Institutional Plus, ETF
		Investor, Admiral, ETF
• Small-Cap Growth Index Fund		Investor, Admiral, Institutional, ETF
•	Small-Cap Index Fund	Investor, Admiral, Institutional,
• Small-Cap Value Index Fund		Institutional Plus, ETF
		Investor, Admiral, Institutional, ETF
• Total Stock Market Index Fund		Investor, Admiral, Institutional, Institutional
•		Plus, Institutional Select, ETF
	Value Index Fund	Investor, Admiral, Institutional, ETF
Vanguard Institutional Index Funds
•	Institutional Index Fund	Institutional, Institutional Plus
• Institutional Total Stock Market Index Fund		Institutional, Institutional Plus
Vanguard International Equity Index Funds
• Emerging Markets Stock Index Fund		Investor, Admiral, Institutional,
		Institutional Plus
	FTSE Emerging Markets ETF	ETF
• European Stock Index Fund		Investor, Admiral, Institutional,
		Institutional Plus
	FTSE Europe ETF	ETF
• FTSE All-World ex US Index Fund		Admiral, Institutional, Institutional
		Plus, ETF
• Pacific Stock Index Fund		Investor, Admiral, Institutional
	FTSE Pacific ETF	ETF
• Total World Stock Index Fund		Admiral, Institutional, ETF
• FTSE All World ex-US Small-Cap Index Fund		Admiral, Institutional, ETF
• Global ex-U.S. Real Estate Index Fund		Admiral, Institutional, ETF

Vanguard Fund

Share Classes Authorized

Vanguard Malvern Funds

•Short-Term Inflation-Protected Securities

	Index Fund	Investor, Admiral, Institutional, ETF
• Institutional Short-Term Bond Fund		Institutional Plus
• Institutional Intermediate-Term Bond Fund		Institutional Plus
•	Core Bond Fund	Investor, Admiral
• Emerging Markets Bond Fund		Investor, Admiral
•	Core-Plus Bond Fund	Investor, Admiral
• Multi-Sector Income Bond Fund		Investor, Admiral
Vanguard Massachusetts Tax-Exempt Funds
•	Massachusetts Tax-Exempt Fund	Investor
Vanguard Money Market Funds
• Cash Reserves Federal Money Market Fund		Admiral
• Federal Money Market Fund		Investor
Vanguard Montgomery Funds
•	Market Neutral Fund	Investor, Institutional
Vanguard Municipal Bond Funds
• Municipal Money Market Fund		Investor
•	Short-Term Tax-Exempt Fund	Investor, Admiral
•	Limited-Term Tax-Exempt Fund	Investor, Admiral
•	Intermediate-Term Tax-Exempt Fund	Investor, Admiral
•	Long-Term Tax-Exempt Fund	Investor, Admiral
•	High-Yield Tax-Exempt Fund	Investor, Admiral
• Tax-Exempt Bond Index Fund		Admiral, ETF
Vanguard New Jersey Tax-Free Funds
•	Long-Term Tax-Exempt Fund	Investor, Admiral
Vanguard New York Tax-Free Funds
• Municipal Money Market Fund		Investor
•	Long-Term Tax-Exempt Fund	Investor, Admiral
Vanguard Ohio Tax-Free Funds
•	Long-Term Tax-Exempt Fund	Investor
Vanguard Pennsylvania Tax-Free Funds
•	Long-Term Tax-Exempt Fund	Investor, Admiral

Vanguard Fund

Share Classes Authorized

Vanguard Quantitative Funds
• Growth and Income Fund		Investor, Admiral
Vanguard Scottsdale Funds
•	Short-Term Treasury Index Fund	Institutional, Admiral, ETF
•	Intermediate-Term Treasury Index Fund	Institutional, Admiral, ETF
• Long-Term Treasury Index Fund		Institutional, Admiral, ETF
• Short-Term Corporate Bond Index Fund		Institutional, Admiral, ETF
• Intermediate-Term Corporate Bond Index Fund		Institutional, Admiral, ETF
• Long-Term Corporate Bond Index Fund		Institutional, Admiral, ETF
• Mortgage-Backed Securities Index Fund		Institutional, Admiral, ETF
•	Explorer Value Fund	Investor
• Russell 1000 Index Fund		Institutional, ETF
• Russell 1000 Value Index Fund		Institutional, ETF
• Russell 1000 Growth Index Fund		Institutional, ETF
• Russell 2000 Index Fund		Institutional, ETF
• Russell 2000 Value Index Fund		Institutional, ETF
• Russell 2000 Growth Index Fund		Institutional, ETF
• Russell 3000 Index Fund		Institutional, ETF
• Total Corporate Bond ETF		ETF
• Total World Bond ETF		ETF
Vanguard Specialized Funds
•	Energy Fund	Investor, Admiral
• Global Capital Cycles Fund		Investor
•	Health Care Fund	Investor, Admiral
•	Dividend Growth Fund	Investor
• Real Estate Index Fund		Investor, Admiral, Institutional, ETF
• Dividend Appreciation Index Fund		Admiral, ETF
• Global ESG Select Stock Fund		Investor, Admiral
Vanguard STAR Funds
• LifeStrategy Conservative Growth Fund		Investor
•	LifeStrategy Growth Fund	Investor
•	LifeStrategy Income Fund	Investor
• LifeStrategy Moderate Growth Fund		Investor
•	STAR Fund	Investor
• Total International Stock Index Fund		Investor, Admiral, Institutional,
		Institutional Plus, Institutional Select,
		ETF
Vanguard Tax-Managed Funds
•	Tax-Managed Balanced Fund	Admiral
• Tax-Managed Capital Appreciation Fund		Admiral, Institutional
• Developed Markets Index Fund		Investor, Admiral, Institutional,
		Institutional Plus
	FTSE Developed Markets ETF	ETF
•	Tax-Managed Small-Cap Fund	Admiral, Institutional

Vanguard Fund

Share Classes Authorized

Vanguard Trustees' Equity Fund
•	International Value Fund	Investor
•	Diversified Equity Fund	Investor
• Emerging Markets Select Stock Fund		Investor
•	Alternative Strategies Fund	Investor
•	Commodity Strategy Fund	Admiral
Vanguard Valley Forge Funds
•	Balanced Index Fund	Investor, Admiral, Institutional
•	Managed Allocation Fund	Investor
• Baillie Gifford Global Positive Impact		Investor
	Stock Fund
Vanguard Variable Insurance Funds
•	Balanced Portfolio	Investor
•	Conservative Allocation Portfolio	Investor
•	Diversified Value Portfolio	Investor
•	Equity Income Portfolio	Investor
•	Equity Index Portfolio	Investor
•	Growth Portfolio	Investor
• Global Bond Index Portfolio		Investor
• Total Bond Market Index Portfolio		Investor
• High Yield Bond Portfolio		Investor
•	International Portfolio	Investor
•	Mid-Cap Index Portfolio	Investor
•	Moderate Allocation Portfolio	Investor
•	Money Market Portfolio	Investor
• Real Estate Index Portfolio		Investor
• Short-Term Investment Grade Portfolio		Investor
• Small Company Growth Portfolio		Investor
•	Capital Growth Portfolio	Investor
• Total International Stock Market Index Portfolio		Investor
• Total Stock Market Index Portfolio		Investor
Vanguard Wellesley Income Fund		Investor, Admiral
Vanguard Wellington Fund
• U.S. Liquidity Factor ETF		ETF
• U.S. Minimum Volatility ETF		ETF
• U.S. Momentum Factor ETF		ETF
•	U.S. Multifactor ETF	ETF
•	U.S. Multifactor Fund	Admiral
• U.S. Quality Factor ETF		ETF
• U.S. Value Factor ETF		ETF
•	Wellington Fund	Investor, Admiral

Vanguard Fund

Share Classes Authorized

Vanguard Whitehall Funds
•	Selected Value Fund	Investor
•	Mid-Cap Growth Fund	Investor
•	International Explorer Fund	Investor
• High Dividend Yield Index Fund		Admiral, ETF

•Emerging Markets Government

	Bond Index Fund	Admiral, Institutional, ETF
• Vanguard Global Minimum Volatility Fund		Investor, Admiral
• International Dividend Appreciation Index Fund		Admiral, ETF
• International High Dividend Yield Index Fund		Admiral, ETF
Vanguard Windsor Funds
•	Windsor Fund	Investor, Admiral
•	Windsor II Fund	Investor, Admiral
Vanguard World Fund
• Extended Duration Treasury Index Fund		Institutional, Institutional Plus, ETF
• FTSE Social Index Fund		Admiral, Institutional
• Global Wellesley Income Fund		Investor, Admiral
•	Global Wellington Fund	Investor, Admiral
•	International Growth Fund	Investor, Admiral
• Mega Cap Index Fund		Institutional, ETF
• Mega Cap Growth Index Fund		Institutional, ETF
• Mega Cap Value Index Fund		Institutional, ETF
•	U.S. Growth Fund	Investor, Admiral
• Consumer Discretionary Index Fund		Admiral, ETF
• Consumer Staples Index Fund		Admiral, ETF
•	Energy Index Fund	Admiral, ETF
•	Financials Index Fund	Admiral, ETF
• Health Care Index Fund		Admiral, ETF
•	Industrials Index Fund	Admiral, ETF
• Information Technology Index Fund		Admiral, ETF
•	Materials Index Fund	Admiral, ETF
• Communication Services Index Fund		Admiral, ETF
•	Utilities Index Fund	Admiral, ETF
• ESG U.S. Stock ETF		ETF
• ESG International Stock ETF		ETF
• ESG U.S. Corporate Bond ETF		ETF

Original Board Approval: July 21, 2000

Last Updated: April 4, 2022

SCHEDULE B

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. 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:

•Certain Retirement Plans – Admiral Shares of actively-managed Funds generally are not available for SIMPLE IRAs and Vanguard Individual 401(k) Plans.4

•Mutual Fund Supermarkets – Admiral Shares are not available to mutual fund supermarkets, except where a Fund does not have Investor Shares.

2The 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.

3Admiral Shares of the Vanguard Cash Reserves Federal Money Market Fund are available to financial intermediaries that serve as mutual fund supermarkets.

4Admiral 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.

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:

•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. Single family offices serviced by the Retail Investor Group with $200 million or more in assets in the Funds through the Retail Investor Group may hold Institutional Shares by aggregating assets across all family members who are part of a single family office.

•Financial intermediary clients. Financial intermediaries generally may hold Institutional Shares for the benefit of their underlying clients provided that:

(1)each underlying investor individually meets the investment minimum amount described above;

and

(2)the financial intermediary agrees to monitor ongoing compliance of the underlying investor accounts with the investment minimum amount; or

(3)an arrangement is established between VGI and the financial intermediary to allow VGI to monitor compliance with the eligibility requirements.

Home office model portfolios offered on wealth management platforms administered by financial intermediaries5 may offer Institutional Shares, provided:

(1)the financial intermediary in aggregate at the firm level, excluding custody assets, has total assets of at least $25 billion invested in Vanguard; and

(2)the financial intermediary in aggregate at the firm level, excluding custody assets, meets the investment minimum of Institutional Shares for the Fund.

A home office model portfolio must meet the following criteria:

(1)the allocations and Funds used in the model portfolios on the platform are set and selected by the financial intermediary (i.e., the firm itself);

(2)the allocations and Funds used in the model portfolios on the platform are not subject to change by individual financial advisors; and

(3)an arrangement is established between VGI and the financial intermediary to allow VGI to monitor compliance with the eligibility requirements.

•Institutional clients. An institutional client may hold Institutional Shares if the total amount aggregated among all accounts held by such a client (including accounts held through financial intermediaries) and invested in the Fund is at least $5 million (or such higher minimum required by the individual Fund). Such an institutional client must disclose to VGI on behalf of its accounts the following: (1) that the client acts as a common-decision maker6 for each account; and (2) the total

5For purposes of this Schedule B, this is not intended to include robo advisors.

6For 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.

balance in each account in the Fund.

•Institutional clients with assets in certain Vanguard collective investment trusts and Funds. Institutional clients with assets in the following collective investment trusts and Funds may aggregate such assets with assets invested in the corresponding Funds listed below in the right column ("Corresponding Funds") for purposes of meeting the investment minimum for

Institutional Shares of the Corresponding Funds.

Trust/Fund	Corresponding Fund
Vanguard Institutional Total Stock	Vanguard Total Stock Market Index
Market Index Trust	Fund
Vanguard Institutional Total Stock	Vanguard Institutional Total Stock
Market Index Trust	Market Index Fund
Vanguard Institutional Total Bond	Vanguard Total Bond Market Index
Market Index Trust	Fund
Vanguard Institutional Total	Vanguard Total International Stock
International Stock Market Index Trust	Market Index Fund
Vanguard Institutional 500 Index Trust	Vanguard Institutional Index Fund
Vanguard Institutional 500 Index Trust	Vanguard 500 Index Fund
Vanguard Institutional Extended Market	Vanguard Extended Market Index Fund
Index Trust
Vanguard Employee Benefit Index	Vanguard Institutional Index Fund
Fund
Vanguard Employee Benefit Index	Vanguard 500 Index Fund
Fund
Vanguard Russell 1000 Growth Index	Vanguard Russell 1000 Growth Index
Trust	Fund
Vanguard Russell 1000 Value Index	Vanguard Russell 1000 Value Index
Trust	Fund
Vanguard Russell 2000 Growth Index	Vanguard Russell 2000 Growth Index
Trust	Fund
Vanguard Russell 2000 Value Index	Vanguard Russell 2000 Value Index
Trust	Fund

•Investment by Vanguard Target Retirement Collective Trust. A Vanguard Target Retirement Trust that is a collective trust exempt from regulation under the Investment Company Act and that seeks to achieve its investment objective by investing in underlying Funds (a "TRT") may hold Institutional Shares of an underlying Fund whether or not its investment meets the minimum investment threshold specified above.

•Accumulation Period ⎯ Accounts funded through regular contributions (e.g., employer sponsored participant contribution plans), whose assets are expected to quickly achieve eligibility levels, may qualify for Institutional Shares upon account creation, rather than undergoing the conversion process shortly after account set-up if VGI management determines that the account will become eligible for Institutional Shares within a limited period of time (generally 90 days). The accumulation period eligibility is subject to the discretion of VGI management.

Institutional Plus Shares - Eligibility Requirements

Institutional Plus Shares generally require a minimum initial investment and ongoing account balance of $100,000,000. However, each Fund and VGI also reserve the right to establish higher or lower minimum amounts for certain investors or a group of investors. Institutional Plus Share class eligibility also is subject to the following special rules:

•Retail clients. Retail clients may hold Institutional Plus Shares by aggregating up to 3 accounts held by the same client (same tax I.D. number) in a single Fund. For purposes of this rule, VGI management is authorized to permit aggregation of a greater number of accounts in the case of clients whose aggregate assets within the Funds are expected to generate substantial economies in the servicing of their accounts. Single family offices serviced by the Retail Investor Group with $200 million or more in assets in the Funds through the Retail Investor Group may hold Institutional Plus Shares by aggregating assets across all family members who are part of a single family office.

•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.

Plus Shares of the Corresponding Funds.

Trust/Fund	Corresponding Fund
Vanguard Institutional Total Stock	Vanguard Total Stock Market Index
Market Index Trust	Fund
Vanguard Institutional Total Stock	Vanguard Institutional Total Stock
Market Index Trust	Market Index Fund
Vanguard Institutional Total Bond	Vanguard Total Bond Market Index
Market Index Trust	Fund
Vanguard Institutional Total	Vanguard Total International Stock
International Stock Market Index Trust	Market Index Fund
Vanguard Institutional 500 Index Trust	Vanguard Institutional Index Fund
Vanguard Institutional 500 Index Trust	Vanguard 500 Index Fund
Vanguard Institutional Extended Market	Vanguard Extended Market Index Fund
Index Trust
Vanguard Employee Benefit Index	Vanguard Institutional Index Fund
Fund

Vanguard Employee Benefit Index	Vanguard 500 Index Fund
Fund
Vanguard Russell 1000 Growth Index	Vanguard Russell 1000 Growth Index
Trust	Fund
Vanguard Russell 1000 Value Index	Vanguard Russell 1000 Value Index
Trust	Fund
Vanguard Russell 2000 Growth Index	Vanguard Russell 2000 Growth Index
Trust	Fund
Vanguard Russell 2000 Value Index	Vanguard Russell 2000 Value Index
Trust	Fund

•Financial intermediary clients. Financial intermediaries generally may hold Institutional Plus Shares for the benefit of their underlying clients provided that:

(1)each underlying investor individually meets the investment minimum amount described above;

and

(2)the financial intermediary agrees to monitor ongoing compliance of the underlying investor accounts with the investment minimum amount; or

(3)an arrangement is established between VGI and the financial intermediary to allow VGI to monitor compliance with the eligibility requirements.

Home office model portfolios offered on wealth management platforms administered by financial intermediaries may offer Institutional Plus Shares, provided:

(1)the financial intermediary in aggregate at the firm level, excluding custody assets, has total assets of at least $25 billion invested in Vanguard; and

(2)the financial intermediary in aggregate at the firm level, excluding custody assets, meets the investment minimum of Institutional Plus Shares for the Fund.

A home office model portfolio must meet the following criteria:

(1)the allocations and Funds used in the model portfolios on the platform are set and selected by the financial intermediary (i.e., the firm itself);

(2)the allocations and Funds used in the model portfolios on the platform are not subject to change by individual financial advisors; and

(3)an arrangement is established between VGI and the financial intermediary to allow VGI to monitor compliance with the eligibility requirements.

•Accumulation Period - Accounts funded through regular contributions (e.g., employer sponsored participant contribution plans), whose assets are expected to quickly achieve eligibility levels, may qualify for Institutional Plus Shares upon account creation, rather than undergoing the conversion process shortly after account set-up if VGI management determines that the account will become eligible for Institutional Plus Shares within a limited period of time (generally 90 days). The accumulation period eligibility is subject to the discretion of VGI management.

•Asset Allocation Models - Clients with defined asset allocation models whose assets meet eligibility requirements may qualify for Institutional Plus Shares if such models comply with policies and procedures that have been approved by VGI management.

Institutional Select Shares - Eligibility Requirements

Institutional Select Shares generally require a minimum initial investment and ongoing account balance of $3,000,000,000. However, each Fund and VGI also reserve the right to establish higher or lower minimum amounts for certain investors or a group of investors. Institutional Select Share class eligibility also is subject to the following special rules:

•Institutional clients. An institutional client may hold Institutional Select Shares if the total amount aggregated among all accounts held by such client (including accounts held through financial intermediaries) and invested in the Fund is at least $3 billion (or such higher or lower minimum required by the individual Fund). Such an institutional client must disclose to VGI on behalf of its accounts the following: (1) the client acts as a common-decision maker for each account; and (2) the total balance in each account in the Fund.

•Financial intermediary clients. Financial intermediaries generally may hold Institutional Select Shares for the benefit of their underlying clients provided that:

(1)each underlying investor individually meets the investment minimum amount described above;

and

(2)the financial intermediary agrees to monitor ongoing compliance of the underlying investor accounts with the investment minimum amount; or

(3)an arrangement is established between VGI and the financial intermediary to allow VGI to monitor compliance with the eligibility requirements.

•Accumulation Period - Accounts funded through regular contributions (e.g., employer sponsored participant contribution plans), whose assets are expected to quickly achieve eligibility levels, may qualify for Institutional Select Shares upon account creation, rather than undergoing the conversion process shortly after account set-up, if VGI management determines that the account will become eligible for Institutional Select Shares within a limited period of time (generally 90 days). The accumulation period eligibility is subject to the discretion of VGI management.

•Investment by VGI collective investment trusts with a similar mandate. A VGI collective investment trust exempt from regulation under the Investment Company Act and that seeks to achieve its investment objective by investing in an underlying Fund with an index-based mandate may hold Institutional Select Shares of an underlying Fund with a similar index-based mandate whether or not its investment meets the minimum investment threshold specified above.

ETF Shares – Eligibility Requirements

The eligibility requirements for ETF Shares will be set forth in the Fund's registration statement. To be eligible to purchase ETF Shares directly from a Fund, an investor must be (or must purchase through) an Authorized Participant, as defined in Paragraph III.F of the Multiple Class Plan. Investors purchasing ETF Shares from a Fund must purchase a minimum number of shares, known as a Creation Unit. The number of ETF Shares in a Creation Unit may vary from Fund to Fund. 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: March 19, 2021

ArrowMark Partners, LLC

("ArrowMark")

Meridian Funds, Inc

("Meridian")

Code of Ethics

June 2021

TABLE OF CONTENTS
INTRODUCTION .....................................................................................................................................................	3
D EFINITIONS ..................................................................................................................................................................	4
GENERAL STANDARDS ...........................................................................................................................................	5
R ISKS ...........................................................................................................................................................................	6
G UIDING P RINCIPLES & S TANDARDS OF C ONDUCT ................................................................................................................	7
I NDEPENDENT D IRECTORS OF M ERIDIAN F UND , I NC ..............................................................................................................	7
N ON -SUPERVISED INDIVIDUALS .........................................................................................................................................	7
PERSONAL SECURITY TRANSACTION POLICY..........................................................................................................	7
S CHWAB C OMPLIANCE T ECHNOLOGIES , I NC . ("S CHWAB CT") .................................................................................................	8
P RE -C LEARANCE P ROCEDURES ..........................................................................................................................................	8
R EPORTABLE AND E XEMPT S ECURITIES ...............................................................................................................................	8
T RADING R ESTRICTIONS ...................................................................................................................................................	9
B ENEFICIAL O WNERSHIP ..................................................................................................................................................	9
R EPORTING .................................................................................................................................................................	10
E XCEPTIONS FROM R EPORTING R EQUIREMENTS .................................................................................................................	12
T RADING AND R EVIEW ..................................................................................................................................................	12
R EPORTING V IOLATIONS AND R EMEDIAL A CTIONS ..............................................................................................................	13
INSIDER TRADING POLICY ....................................................................................................................................	13
W HOM D OES THE P OLICY C OVER ? ..................................................................................................................................	13
W HAT I NFORMATION IS M ATERIAL ? ................................................................................................................................	14
W HAT I NFORMATION IS N ON -P UBLIC ? ............................................................................................................................	14
S ELECTIVE D ISCLOSURE ..................................................................................................................................................	15
R ELATIONSHIPS WITH C LIENTS /I NVESTORS ........................................................................................................................	15
"V ALUE -A DDED " I NVESTORS ..........................................................................................................................................	15
P AID R ESEARCH P ROVIDERS ...........................................................................................................................................	15
P ENALTIES FOR T RADING ON I NSIDER I NFORMATION ...........................................................................................................	16
P ROCEDURES TO FOLLOW IF AN E MPLOYEE B ELIEVES THAT HE /SHE P OSSESSES M ATERIAL , N ON -P UBLIC I NFORMATION ...................	16
SERVING AS OFFICERS, TRUSTEES AND/OR DIRECTORS OF OUTSIDE ORGANIZATIONS........................................	17
DIVERSION OF FIRM BUSINESS OR INVESTMENT OPPORTUNITY .........................................................................	17
DEALINGS WITH GOVERNMENT AND INDUSTRY REGULATORS............................................................................	18
POLITICAL CONTRIBUTIONS AND PUBLIC OFFICE .................................................................................................	18
IMPROPER USE OF ARROWMARK PROPERTY ......................................................................................................	19
PROTECTION OF ARROWMARK'S NAME..............................................................................................................	19
EMPLOYEE INVOLVEMENT IN LITIGATION OR PROCEEDINGS...............................................................................	19
GIFTS AND ENTERTAINMENT ...............................................................................................................................	19
F OREIGN C ORRUPT P RACTICE A CT P OLICY .........................................................................................................................	20
Foreign Official Gifts and Entertainment ............................................................................................................	20
TRAVEL EXPENSES................................................................................................................................................	21
DISCLOSURE.........................................................................................................................................................	21
RECORDKEEPING .................................................................................................................................................	21
RESPONSIBILITY ...................................................................................................................................................	22
EMPLOYEE ACKNOWLEDGEMENT........................................................................................................................	22

Introduction

The policy of ArrowMark is to avoid any conflict of interest, or the appearance of any conflict of interest, between the interests of its clients and the interests of ArrowMark, its officers, directors and employees. This Code of Ethics (the "Code") is based on the principle that ArrowMark owes a fiduciary duty to any person or institution it serves as an adviser or sponsor to ensure that the personal securities transactions of the firms and their employees do not interfere with, or take unfair advantage of, their relationship with clients.

Rule 204A-1 under the Investment Advisers Act of 1940 ("Advisers Act") and Section l7(j) of the Investment Company Act of 1940 (the "1940 Act") and Rule l7j-1 thereunder are intended to address the potential conflicts arising from the personal investment activities of advisory and investment company personnel. This Code has been adopted by ArrowMark and Meridian to meet those concerns and legal requirements.

The Code also addresses procedures designed to prevent the misuse of inside information by ArrowMark and persons subject to this Code. The business of ArrowMark depends on investor confidence in the fairness and integrity of the securities markets. Insider trading poses a significant threat to that confidence. Trading securities on the basis of inside information or improperly communicating that information to others may expose ArrowMark or its employees to stringent penalties.

The Code is drafted broadly; it will be applied and interpreted in a similar manner. You may legitimately be uncertain about the application of the Code in a particular circumstance. ArrowMark encourages each of you to raise questions regarding compliance. Often, a single question can forestall disciplinary action or complex legal problems.

The Code applies to all ArrowMark employees, directors and officers unless otherwise noted in particular sections. Each person subject to the Code (other than Independent Trustees) must acknowledge that he or she has received, read and agrees to be bound by the Code. Any questions with respect to this Code of Ethics should be directed to ArrowMark's CCO, Rick Grove. As discussed in greater detail below, Employees must promptly report any violations of the Code of Ethics to the CCO. All reported Code of Ethics violations will be treated as being made on an anonymous basis.

Definitions

The following defined terms are used throughout this Code of Ethics:

1.34 Act – Securities Exchange Act of 1934

2.33 Act – Securities Act of 1933

3.Access Person – An Access Person is an Employee/Supervised Person who has access to non- public information regarding any Client's trading or any Reportable Fund's holdings, who is involved in making securities recommendations to Clients, or who has access to non-public securities recommendations.

4.Advisers Act – Investment Advisers Act of 1940

5.Automatic Investment Plan - A program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan.

6.Beneficial Ownership - As set forth under Rule 16a-1(a)(2), determines whether a person is subject to the provision of Section 16 of the 34 Act, and the rules and regulations thereunder, which generally encompasses those situations in which the beneficial owner has the right to enjoy some direct or indirect "pecuniary interest" (i.e., some economic benefit) from the ownership of a security. This may also include securities held by members of an Employee's immediate family sharing the same household; provided however, this presumption may be rebutted. The term immediate family means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law and includes adoptive relationships. Any report of beneficial ownership required thereunder shall not be construed as an admission that the person making the report has any direct or indirect beneficial ownership in the securities to which the report relates.

7.CCO – Rick Grove, Chief Compliance Officer

8.Client - ArrowMark's separate accounts, unregistered investment funds and registered investment companies.

9.Schwab Compliance Technologies, Inc. ("SchwabCT") – On-line compliance management application used to manage employee disclosures, employee personal trading and certain reporting requirements. SchwabCT can be accessed at https://client.schwabct.com.

10.Employees – Officers, directors and employees of ArrowMark.

11.Federal Securities Laws – Means the 33 Act, 34 Act, the Sarbanes-Oxley Act of 2002, IC Act, Advisers Act, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Commission under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the Commission or the Department of the Treasury.

12.Front-Running – A practice generally understood to be investment advisory personnel personally trading ahead of a pending trade for client accounts.

13.Investors – Limited partners and/or shareholders in ArrowMark funds.

14.IC Act – Investment Company Act of 1940

15.IPO – An "Initial public offering" is an offering of securities registered under the 33 Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of section 13 or 15(d) of the 34 Act.

16.Independent Trustee. A trustee of an open-end or closed-end fund which is an Investment Company Client who is not an "interested person" of the open-end or closed-end fund within the meaning of Section 2(a)(19) of the 1940 Act.

17.Insider Trading – Although not defined in securities laws, insider trading is generally thought to be described as trading either personally or on behalf of others on the basis of material non-public information or communicating material non-public information to others in violation of the law.

18.Limited Offering – An offering that is exempt from registration under the 33 Act pursuant to section 4(2) or section 4(6) or pursuant to Rules 504, 505, or 506 of Regulation D.

19.Material Information – Information for which there is a substantial likelihood that an investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of a company's securities.

20.Mutual Funds – Meridian Growth Fund, Meridian Contrarian Fund, Meridian Enhanced Equity Fund and Meridian Small Cap Fund.

21.Non-Public Information – Information that has not been available to the investing public.

22.Non-Public Personal Information – Personally identifiable financial information, including any information a client provides to obtain a financial product or service; any information about a client resulting from any transaction involving a financial product or service; or any information otherwise obtained about a client in connection with providing a financial product or service to that client; and any list, description, or other grouping of clients (and publicly available information pertaining to them) that is derived using any personally identifiable financial information that is not publicly available information. Examples of Non-public Personal Information include: name, address, phone number (if unlisted), social security and tax identification numbers, financial circumstances and income, and account balances.

23.Operating Committee – Robin Beery, Tim de Vires, Clay Freeman, Rick Grove, Kirk Reid and Blake Rice.

24.Private Funds – Unregistered privately offered funds sponsored or managed by ArrowMark.

25.Reportable Security – Any Security (including ETFs), with five (5) exceptions: 1) Transactions and holdings in direct obligations of the Government of the United States; 2) Money market instruments — bankers' acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments; 3) Shares of money market funds; 4) Transactions and holdings in shares of other types of mutual funds, unless the adviser or a control affiliate acts as the investment adviser or principal underwriter for the fund; and 5) transactions in units of a unit investment trust if the unit investment trust is invested exclusively in unaffiliated mutual funds.

26.RIC – An investment company registered under the IC Act

27.Scalping – A practice generally understood to be investment advisory personnel personally benefiting from small gains in short-term personal trades in securities being traded in advisory accounts.

28.Security – Means any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a "security", or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guaranty of, or warrant or right to subscribe to or purchase any of the foregoing.

29.Supervised Person – Any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of ArrowMark, or other person who provides investment advice on behalf of ArrowMark and is subject to ArrowMark's supervision and control.

GENERAL STANDARDS

The Code is predicated on the principle that ArrowMark owes a fiduciary duty to its clients. 1 Accordingly, Employees must avoid activities, interests and relationships that run contrary (or appear to run contrary) to the best interests of clients. At all times, ArrowMark will:

•Place client interests ahead of ArrowMark's – As a fiduciary, ArrowMark will serve in its clients' best interests. In other words, Employees may not benefit at the expense of advisory clients. This concept is particularly relevant when Employees are making personal investments in securities traded by advisory clients.

•Engage in personal investing that is in full compliance with ArrowMark's Code of Ethics – Employees must review and abide by ArrowMark's Personal Securities Transaction and Insider Trading Policies.

•Avoid taking advantage of your position – Employees must not accept investment opportunities, gifts or other gratuities from individuals seeking to conduct business with ArrowMark, or on behalf of an advisory client, unless in compliance with the Gift Policy below.

•Maintain full compliance with the Federal Securities Laws – Employees must abide by the standards set forth in Rule 204A-1 under the Advisers Act and Rule 17j-1 under the IC Act. In addition, ArrowMark's employees who are Officers of a RIC must also abide by the Fund's Officer Code of Conduct that is established by the investment company.

Risks

In developing this policy and procedures, ArrowMark considered the below material risks associated with administering the Code.

•Access person engages in various personal trading practices that wrongly make use of non-public information resulting in harm to clients or unjust enrichment to access person. (These practices include trading ahead of clients and passing non-public information on to spouses and other persons over whose accounts the access person has control.)

•Access persons are able to cherry pick clients' trades and systematically move profitable trades to a personal account and let less profitable trades remain in clients' accounts.

•One or more Employees engage in an excessive volume of personal trading (as determined by the CCO) that detracts from their ability to perform services for clients.

•Employees take advantage of their position by accepting excessive gifts or other gratuities (including access to IPO investments or early stage investments) from individuals seeking to do business with ArrowMark.

•The personal trading of Employees does not comply with certain provisions of Rule 204A-1 under the Advisers Act (and Rule 17j-1 of the IC Act).

•Access persons are not aware of what constitutes insider information.

•Employees serve as trustees and/or directors of outside organizations. (This could present a conflict in a number of ways; for example, if ArrowMark wants to recommend the organization for investment or if the organization is one of its service providers.)

The following guidelines have been established to effectuate and monitor this Code of Ethics.

1S.E.C. v. Capital Gains Research, Inc., 375 U.S. at 191-192 (1963).

Guiding Principles & Standards of Conduct

All Employees will act with competence, dignity and integrity, in an ethical manner, when dealing with clients, the public, prospects, third-party service providers and fellow Employees. The following set of principles frame the professional and ethical conduct that ArrowMark expects from its Employees:

•Act with integrity, competence, diligence, respect, and in an ethical manner with the public, clients, prospective clients, employers, Employees, colleagues in the investment profession, and other participants in the global capital markets;

•Place the integrity of the investment profession, the interests of clients, and the interests of ArrowMark above one's own personal interests;

•Adhere to the fundamental standard that you should not take inappropriate advantage of your position;

•Avoid and disclose any actual or potential conflict of interest;

•Conduct all personal securities transactions in a manner consistent with this policy;

•Use reasonable care and exercise independent professional judgment when conducting investment analysis, making investment recommendations, taking investment actions, and engaging in other professional activities;

•Practice and encourage others to practice in a professional and ethical manner that will reflect favorably on you and the profession;

•Promote the integrity of, and uphold the rules governing, capital markets;

•Maintain and improve your professional competence and strive to maintain and improve the competence of other investment professionals; and

•Comply with applicable provisions of the federal securities laws.

Independent Directors of Meridian Fund, Inc.

Notwithstanding any other provisions hereof, Independent Directors of Meridian are not subject to the trading restriction or any reporting requirements outlined in this Code of Ethics. However, an Independent Director would be subject to the trading restrictions and reporting requirements if the Independent Director knew or, in the ordinary course of fulfilling his or her official duties as a trustee, should have known that during the 15-day period immediately preceding or after the date of the director's transaction in a security that such security was or was to be purchased or sold by a Mutual Fund or such purchase or sale was considered by the Mutual Fund.

Non-supervised individuals

On occasion, ArrowMark will share office space with individuals that are not employed by ArrowMark. Such individuals will not have access to the file servers or secure file rooms. In such circumstances, the individual will enter into a non-disclosure agreement with ArrowMark and provide quarterly representations certifying that they have not violated the spirit of the code of ethics among other things.

Temporary employees performing administrative services will not be subject to the trading restrictions and reporting requirements under the Code of Ethics.

Personal Security Transaction Policy

Employees may not purchase or sell any security in which the Employee has a beneficial ownership unless the transaction occurs in an exempted security or the Employee has complied with the Personal Security Transaction Policy set forth below.

Schwab Compliance Technologies, Inc. ("SchwabCT")

ArrowMark utilizes SchwabCT to manage employee disclosures, employee personal trading and other reporting requirements. SchwabCT is an automated, cloud-based technology solutions for a full range of employee-monitoring tasks—including personal trade monitoring; management of affirmations, disclosures, and compliance activities; a case management tool to help keep compliance projects on track; and gifts, entertainment, and contributions tracking. Proactive trade-blocking capabilities block prohibited trades before they're placed and alert compliance staff when they're attempted. Employee-monitoring technology which automates pre-clearance and transaction review, gift and contribution logs, and email alerts for employees.

All related reporting and approval forms are located on the SchwabCT portal. Access the portal by clicking on the below link.

https://client.schwabct.com

Pre-Clearance Procedures

Employees must have clearance for all non-exempt personal securities transactions before completing the transactions. ArrowMark reserves the right to disapprove any proposed transaction that may have the appearance of improper conduct or create a conflict of interest for the Firm.

Employees must receive approval for all non-exempt personal trades from the CCO or his designee by submitting a trading request in SchwabCT under the "Pre-clearance Approval" section. Once pre-clearance is granted to an Employee, such pre-clearance will remain valid for two (2) business days following the date of the approval.2 If the Employee wishes to transact in that security after the lapse of the two (2) day window, he or she must again obtain pre-clearance from the CCO or his designee. Unless otherwise noted, no pre-clearance is required for transactions taking place in the exempted securities noted below.

Employees must request approval for all personal trades in ETFs, Meridian Funds, IPOs and private placements. Open-end funds for which ArrowMark is not the investment adviser or sub-adviser are considered exempt securities.

Reportable and Exempt Securities

Employees are required to provide periodic reports (See Reporting section below) regarding transactions and holdings in any security (i.e. a Reportable Security), except for the following:

•Direct obligations of the Government of the United States;

•Bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;

•Shares issued by money market funds;

2Employees may preclear a reportable transaction at a specified price (i.e. a limit order) and the outstanding order may be good until canceled by the Employee. In such instances, the transaction may occur on a day other than the two day trading window in which the preclearance is granted. If the Employee alters any aspect of the order (most notably the limit price), the Employee must again seek pre-clearance for the transaction. These types of transactions must be reported on a quarterly basis similar to all of the Employee's other reportable transactions.

•Interests in 529 college savings plans other than those managed by ArrowMark or including the Meridian Mutual Funds;

•Shares issued by open-end funds other than mutual funds advised or sub-advised by ArrowMark; and

•Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are Meridian Mutual Funds.

Commodities, futures and options traded on a commodities exchange, including currency futures are not considered securities. However, futures and options on any group or index of securities shall be considered securities.

Virtual currency and cryptocurrency are not considered securities. Any employee who purchases or sells virtual currency or cryptocurrency coins or tokens that are being offered, or previously were offered, as part of an initial coin offering ("ICO"), should consult with the CCO as to whether such coins or tokens would be considered Securities for purposes of this policy. If the CCO determines, based on the structure of the ICO and relevant SEC guidance, that such coins or tokens should be considered Securities, the coins or tokens will be considered Reportable Securities for purposes of this policy. For the avoidance of doubt, virtual currency or cryptocurrency coins or tokens that were created outside the context of an ICO are not deemed Securities under this policy.

Employees may have a beneficial interest in accounts managed by ArrowMark under an investment management agreement. Such accounts must comply with the reporting requirements of the Code but are exempt from the below trading restriction.

Trading Restrictions

No Employee shall engage in a personal securities transaction in a security which the person knows or has reason to believe (i) is currently being purchased or sold (i.e., a pending "buy" or "sell" order), (ii) has been purchased or sold for a client within the last seven (7) calendar days, or (iii) is being considered for imminent purchase or sale by a client, until that client's transactions have been completed or consideration of such transactions has been abandoned. A security will be treated as "under consideration" for a client, if the portfolio manager or investment team responsible for the management of the account of that client intends to purchase or sell the security in the next seven (7) calendar days. Employee-Related Accounts, accounts managed for principals, employees and their families are not subject to the 7-day restriction provided they trade in-line with other similarly managed accounts.

Beneficial Ownership

Employees are considered to have beneficial ownership of securities if they have or share a direct or indirect pecuniary interest in the securities. Employees have a pecuniary interest in securities if they have the ability to directly or indirectly profit from a securities transaction.

The following are examples of indirect pecuniary interests in securities:

•Securities held by members of Employees' immediate family sharing the same household. Immediate family means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law. Adoptive relationships are included;

•Employees' interests as a general partner in securities held by a general or limited partnership; and

•Employees' interests as a manager/member in the securities held by a limited liability company.

Employees do not have an indirect pecuniary interest in securities held by entities in which they hold an equity interest unless they are a controlling equity holder or they share investment control over the securities held by the entity.

The following circumstances constitute beneficial ownership by Employees of securities held by a trust:

•Ownership of securities as a trustee where either the Employee or members of the Employees' immediate family have a vested interest in the principal or income of the trust;

•Ownership of a vested beneficial interest in a trust; and

•An Employee's status as a settlor/grantor of a trust, unless the consent of all of the beneficiaries is required in order for the Employee to revoke the trust.

Reporting

In order to provide ArrowMark with information to enable it to determine with reasonable assurance any indications of Scalping, Front-Running or the appearance of a conflict of interest with the trading by ArrowMark clients, each Employee shall submit the following reports in the forms attached hereto (or equivalent reports) to the CCO showing all transactions in securities in which the person has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership except for exempt transactions listed in the section below entitled "Exceptions from Reporting Requirements".

EMPLOYEES ARE REMINDED THAT THEY MUST ALSO REPORT

TRANSACTIONS BY MEMBERS OF THE EMPLOYEE'S IMMEDIATE FAMILY

INCLUDING SPOUSE, CHILDREN AND OTHER MEMBERS OF THE

HOUSEHOLD IN ACCOUNTS OVER WHICH THE EMPLOYEE HAS DIRECT

OR INDIRECT INFLUENCE OR CONTROL.

Initial and Annual Holdings Reports

New Employees are required to report all of their personal securities holdings not later than 10 days after the commencement of their employment. All brokerage accounts must be entered into SchwabCT and appropriately authenticated. Duplicate brokerage statements or data feeds into SchwabCT may serve this purpose unless determined otherwise by the CCO. The initial holdings report must be current as of a date not more than 45 days prior to the date the person becomes subject to this Code.

Existing Employees are required to provide a complete list of securities holdings on an annual basis. Duplicate brokerage statements or data feeds into SchwabCT may serve this purpose unless determined otherwise by the CCO.

Each holdings report (both the initial and annual) must contain, at a minimum: (a) the title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each Reportable Security in which the Employee has any direct or indirect beneficial ownership;

(b)the name of any broker, dealer or bank with which the Employee maintains an account in which any securities are held for the Employee's direct or indirect benefit; and (c) the date the Employee submits the report. In the event that Employee submits brokerage or custodial statements or data feeds into SchwabCT to satisfy the initial and/or annual holdings report requirement, Employee must be certain that such statements include the information listed above.

AS NOTED ABOVE, EMPLOYEES MUST REPORT THE NAME OF ANY

BROKER, DEALER OR BANK WITH WHICH THE EMPLOYEE

MAINTAINS AN ACCOUNT IN WHICH ANY SECURITIES ARE HELD

FOR THE EMPLOYEE'S DIRECT OR INDIRECT BENEFIT. PLEASE

NOTE THAT THIS REQUIREMENT DOES NOT PROVIDE FOR ANY

EXEMPTIONS TO THE DEFINITION OF A SECURITY. THUS, IF

EMPLOYEES HAVE A BENEFICIAL INTEREST IN A NON-

REPORTABLE SECURITY IN AN ACCOUNT THAT HAS NOT

PREVIOUSLY BEEN REPORTED, THE NAME OF THE BROKER,

DEALER OR BANK WHERE THESE ACCOUNTS ARE MAINTAINED

MUST BE REPORTED.

Duplicate Copies

In order to help ensure trading activity is received, Employees will be required to provide direct links to brokerage accounts within SchwabCT. This may require entering your user name and password for such account. Duplicate brokerage confirmations may also be requested via an ArrowMark request letter to each bank, broker or dealer maintaining an account on behalf of the Employee.

NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN, EMPLOYEES MAY CHOOSE TO INSTRUCT THEIR BROKER-DEALER TO PROVIDE DIRECTELY TO ARROWMARK (1) DUPLICATE BROKERAGE STATEMENTS AND/OR (2) DUPLICATE TRADING CONFIRMATIONS FOR ALL TRADES (OF ANY AND ALL TYPES WHATSOEVER) BE SUBMITTED AS THEY ARE PROCESSED, IN FULFILLMENT OF THE QUARTERLY TRANSACTION REPORTING OBLIGATIONS SET FORTH IN THIS POLICY, PROVIDED HOWEVER THAT TRADING IN ANY SECURITIES THAT ARE NOT REFLECTED IN THE STATEMENTS AND/OR CONFIRMATIONS SET FORTH ABOVE MUST BE PROVIDED IN THE FORMAT, TIME AND MANNER SET FORTH BELOW.

Quarterly Transaction Reports

Employees shall be required to provide a direct data link within SchwabCT. Employees may also be required to instruct their broker-dealers to send to ArrowMark duplicate broker trade confirmations and/or account statements. If an Employee's trades do not occur through a broker-dealer Employees shall be required to instruct their broker-dealers to send to ArrowMark duplicate broker trade confirmations and/or account statements of the Employee. If an Employee's trades do not occur through a broker-dealer (i.e., purchase of a private investment fund), such transactions shall be reported separately on the quarterly personal securities transaction report found in SchwabCT. The quarterly transaction reports shall contain at least the following information for each transaction in a Reportable Security in which the Employee had, or as a result of the transaction acquired, any direct or indirect beneficial ownership3: (a) the date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Reportable Security involved; (b) the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition); (c) the price of the Reportable Security at which the transaction was effected; (d) the name of the broker, dealer or bank with or through which the transaction was effected; and (e) the date that the report is submitted.

Employees shall also report on a quarterly basis, not later than 30 days after the end of the calendar quarter, the name of any account established by the Employee during the quarter in which any securities were held during the quarter for the direct or indirect benefit of the Employee, the date the account was established, and the date the report was submitted.

3Any report of beneficial ownership required thereunder shall not be construed as an admission that the person making the report has any direct or indirect beneficial ownership in the Reportable Securities to which the report relates.

Exceptions from Reporting Requirements

An Employee is not required to submit: 1) a transaction or initial and annual holdings report with respect to securities held in accounts over which the Employee had no direct or indirect influence or control (i.e., any transactions occurring in an account that is managed on a fully-discretionary basis by an unaffiliated money manager and over which such employee has no direct or indirect influence or control), and 2) a transaction report with respect to transactions effected pursuant to an Automatic Investment Plan. The CCO will determine on a case-by-case basis whether an account qualifies for either of these exceptions. In addition, from time to time, the CCO may exempt certain transactions on a fully documented trade-by- trade basis.

Any investment plans or accounts that may be eligible for either of these exceptions should be brought to the attention of the CCO or his designee who will, on a case-by-case basis, determine whether the plan or account qualifies for an exception. In making this determination, the CCO or his designee may ask for supporting documentation, such as a copy of the Automatic Investment Plan, a copy of the discretionary account management agreement and/or a written certification from the unaffiliated investment adviser, and may provide Employees with the exact wording and a clear definition of "no direct or indirect influence or control" that the adviser consistently applies to all Employees.

On a sample basis, the CCO may review reports on holdings and/or transactions made in the trust or discretionary account to identify transactions that would have been prohibited pursuant to ArrowMark's Code, absent reliance on the reporting exception.

Employees who claim they have no direct or indirect influence or control over an account are also required to complete the disclosure form found in SchwabCT.

Reliance on this independent or separately managed account exception is conditioned on ArrowMark's receipt of the disclosure form on SchwabCT and other satisfactory documentary evidence (e.g., copy of advisory agreement, certification from adviser, etc.) as directed by the CCO.

Employees should consult with the CCO before excluding any accounts, especially those held by immediate family members sharing the same household.

Trading and Review

ArrowMark strictly forbids Front-Running client accounts, which is a practice generally understood to be Employees personally trading ahead of a pending client transactions. The CCO will monitor Employees' investment patterns to detect these abuses. Another member of Compliance will monitor the CCO's personal securities transactions for compliance with the Personal Security Transaction Policy.

Employee trading activity will be reviewed against the firms' trading activity to identify and abuses. In addition, ArrowMark may question, though does not prohibit, trading activity reported by Employees' within the most recent 15 days in which a security or option, not limited to the same direction of trade, is or has been held for by a RIC.

The reason for the post transaction review process is to ensure that ArrowMark has developed procedures to supervise the activities of its associated persons. The comparison of Employee trades to those of advisory clients will identify potential conflicts of interest or the appearance of a potential conflict.

If it's discovered that an Employee is personally trading contrary to the policies set forth above, the Employee shall meet with the CCO or Operating Committee to review the facts surrounding the transactions. This meeting shall help determine the appropriate course of action.

Reporting Violations and Remedial Actions

ArrowMark takes the potential for conflicts of interest caused by personal investing very seriously. As such, all Employees are required to promptly report any violations of the Code of Ethics to the CCO. You may also report any concerns anonymously via the Confidential Reporting Form located on the SchwabCT site. ArrowMark's management is aware of the potential matters that may arise as a result of this requirement, and shall take action against any Employee that seeks retaliation against another for reporting violations of the Code of Ethics.

If any violation of our Personal Security Transaction Policy is determined to have occurred, the CCO may impose sanctions and take such other actions as he deems appropriate, including, without limitation, requiring that the trades in question be reversed, requiring the disgorgement of profits or gifts, disgorgement of profits in excess of the execution price received by the Client, issuing a letter of caution or warning, issuing a suspension of personal trading rights or suspension of employment (with or without compensation), imposing a fine, making a civil referral to the SEC, making a criminal referral, and/or terminating employment for cause or any combination of the foregoing. All sanctions and other actions taken shall be in accordance with applicable employment laws and regulations. Any profits or gifts forfeited shall be paid to the applicable client(s), if any, or given to a charity, as the CCO shall determine is appropriate.

The following consequences may be enforced for violations of ArrowMark's personal trading policy.

1)First Violation – The initial violation of ArrowMark's personal trading policy may result in a re-training with the CCO.

2)Second Violation – The second violation of ArrowMark's personal trading policy may result in a formal disciplinary letter to the employee's file and a two-week suspension of personal trading privileges.

3)Third Violation – The third violation of ArrowMark's personal trading policy may result in a disciplinary meeting with the Partners and a four-week suspension of personal trading privileges.

No person shall participate in a determination of whether he or she has committed a violation of this Policy or in the imposition of any sanction against himself or herself.

INSIDER TRADING POLICY

Section 204A of the Advisers Act requires every investment adviser to establish, maintain, and enforce written policies and procedures reasonably designed, taking into consideration the nature of such investment adviser's business, to prevent the misuse of material, non-public information by such investment adviser or any person associated with such investment adviser. In accordance with Section 204A, ArrowMark has instituted procedures to prevent the misuse of non-public information.

In the past, securities laws have been interpreted to prohibit the following activities:

•Trading by an insider while in possession of material non-public information; or

•Trading by a non-insider while in possession of material non-public information, where the information was disclosed to the non-insider in violation of an insider's duty to keep it confidential; or

•Communicating material non-public information to others in breach of a fiduciary duty.

Whom Does the Policy Cover?

This policy covers all Employees as well as any transactions in any securities participated in by family members, trusts or corporations directly or indirectly controlled by such persons. In addition, the policy applies to transactions engaged in by corporations in which the Employee is an officer, director or 10% or

greater stockholder and a partnership of which the Employee is a partner unless the Employee has no direct or indirect control over the partnership.

What Information is Material?

Individuals may not be held liable for trading on inside information unless the information is material. Advance knowledge of the following types of information is generally regarded as Material:

•Dividend or earnings announcements

•Write-downs or write-offs of assets

•Additions to reserves for bad debts or contingent liabilities

•Expansion or curtailment of company or major division operations

•Merger, joint venture announcements

•New product/service announcements

•Discovery or research developments

•Criminal, civil and government investigations and indictments

•Pending labor disputes

•Debt service or liquidity problems

•Bankruptcy or insolvency problems

•Tender offers, stock repurchase plans, etc.

•Recapitalization

Information provided by a company could be material because of its expected effect on a particular class of a company's securities, all of the company's securities, the securities of another company, or the securities of several companies. The misuse of material non-public information applies to all types of securities, including equity, debt, commercial paper, government securities and options.

Material information does not have to relate to a company's business. For example, material information about the contents of an upcoming newspaper column may affect the price of a security, and therefore be considered material.

What Information is Non-Public?

In order for issues concerning Insider Trading to arise, information must not only be material, but also Non- Public.

Once material, non-public information has been effectively distributed to the investing public, it is no longer classified as material, non-public information. However, the distribution of non-public information must occur through commonly recognized channels for the classification to change. In addition, the information must not only be publicly disclosed, there must be adequate time for the public to receive and digest the information. Lastly, non-public information does not change to public information solely by selective dissemination.

Employees must be aware that even where there is no expectation of confidentiality, a person may become an insider upon receiving material, non-public information. Whether the "tip" made to the Employee makes him/her a "tippee" depends on whether the corporate insider expects to benefit personally, either directly or indirectly, from the disclosure.

The "benefit" is not limited to a present or future monetary gain; it could be a reputational benefit or an expectation of a quid pro quo from the recipient by a gift of the information. Employees may also become insiders or tippees if they obtain material, non-public information by happenstance, at social gatherings, by overhearing conversations, etc.

Selective Disclosure

Employees must never disclose proposed/pending trades to any client or other individual/entity outside of ArrowMark. Additionally, Employees must be careful when disclosing the composition of Clients' portfolios without obtaining consent from the CCO. Federal Securities Laws may specifically prohibit the dissemination of such information and doing so may be construed as a violation of ArrowMark's fiduciary duty to clients. Selectively disclosing the portfolio holdings of a client's portfolio to certain Investors/outside parties may also be viewed as ArrowMark engaging in a practice of favoritism. Including information regarding clients' portfolio holdings in marketing materials and our website is subject to the CCO's approval in accordance with our Marketing policy and procedures. All inquiries that are received by Employees to disclose portfolio holdings must be immediately reported to the CCO. In determining whether or not to approve the dissemination of holdings information, the CCO will consider, among other things, how current the holdings information is and the Fund's disclosure policy.

Relationships with Clients/Investors

Given ArrowMark's standing in the investment community, it has retained executives of public companies and other well connected individuals as advisory clients/investors. While Employees may occasionally converse with these individuals as part of the normal course of its research/due diligence process, Portfolio Managers and Analysts must be aware that the relationship could incentivize those individuals to divulge additional information (including material non-public information) to ArrowMark. Accordingly, Employees need to be cognizant of this potential conflict and take extra precautions when discussing investment matters with such clients/investors or industry contacts.

"Value-Added" Investors

Certain of ArrowMark's Investors may be deemed to be "value-added" investors; an investor who may provide some benefit to ArrowMark (such as industry expertise or access to individuals in the investor's network) beyond just the value of their investment. Examples of such investors generally include executive- level officers or directors of a company, or personnel that are affiliated with other investment advisers and/or private funds. Due to the nature of their position, such investors may possess material non-public information. As such, Employees should refrain from discussing potentially sensitive topics (e.g., specific information about the investor's employer) with a known value-added investor. If there is any question as to whether information received from an Investor could be material non-public information, you are expected to notify the CCO immediately and act in accordance with the procedures described above. ArrowMark will maintain a list of Investors it perceives to be "value-added".

Paid Research Providers

ArrowMark may utilize and compensate certain expert networks for research specific to certain industries, issuers and world markets. The ArrowMark compliance team aims to keep the amount of expert networks that the Firm utilizes to a minimum, and ensures that each expert network is properly vetted and reviewed. ArrowMark will not utilize any expert network that does not have robust compliance policies and procedure in place to help ensure that information being shared may not be construes as material non-public information. In addition, ArrowMark compliance provides each expert network with a list of screening questions that must be answered by each industry expert prior to being utilized by any member of the ArrowMark investment team. If any of the screening questions create a conflict for ArrowMark, the expert must be reviewed and signed-ff on by a member of the ArrowMark compliance team. Additionally, ArrowMark Compliance periodically chaperones certain expert network calls. While ArrowMark relies on

the specific screening and policies of each expert network, the expectation is also that all ArrowMark Portfolio Managers and Analysts will pay particular attention to the type of information conveyed by such sources. In the event that Portfolio Managers and Analysts suspect their receipt of non-public information, they must inform the CCO of the information to determine the appropriate course of action.

Company Meetings and Compliance Monitoring

Meetings with company insiders must be documented by entering meetings into ArrowMark's company calendar in advance of the meeting. Company insiders and/or brokers are required to sign in via the Envoy system located at ArrowMark's front desk for any on-site meetings. The meeting calendar and Envoy system are reviewed quarterly by the CCO (or designee) and may be reconciled against email correspondence. Additionally, ArrowMark has implemented technology to alert the CCO (or designee) of any trading activity that precedes a 10% or greater movement in the stock price.

The CCO (or designee) reserves the right to chaperone any meeting or call with company insiders. The CCO (or designee) will also review email communication to identify any non-compliance with these procedures.

Penalties for Trading on Insider Information

Severe penalties exist for firms and individuals that engage in the act of insider trading, including civil injunctions, treble damages, disgorgement of profits and jail sentences. Further, fines for individuals and firms found guilty of insider trading are levied in amounts up to three times the profit gained or loss avoided, and up to the greater of $1,000,000 or three times the profit gained or loss avoided, respectively.

Procedures to follow if an Employee Believes that he/she Possesses Material, Non-

Public Information

If an Employee has questions as to whether they are in possession of material, non-public information, they must inform the CCO and/or General Counsel as soon as possible. From this point, the Employee, CCO and General Counsel will conduct research to determine if the information is likely to be considered important to investors in making investment decisions, and whether the information has been publicly disseminated.

Given the severe penalties imposed on individuals and firms engaging in insider trading, Employees:

•Shall not trade the securities of any company in which they are deemed insiders who may possess material, non-public information about the company.4

•Shall not engage in securities transactions of any company, except in accordance with ArrowMark's Personal Security Transaction Policy and the securities laws.

•Shall submit personal security trading reports in accordance with the Personal Security Transaction Policy.

•Shall not discuss any potentially material, non-public information with colleagues, except as specifically required by their position.

•Shall immediately report the potential receipt of non-public information to the CCO and/or General Counsel.

•Shall not proceed with any research, trading, etc. until the CCO and General Counsel inform the Employee of the appropriate course of action.

4Please refer to the Trading Policy for a discussion of instances in which trades are conducted in reliance on "Big Boy Letters".

Employees may access private side information from an issuer, creditor, bank, or other third party related to a proposed lending transaction. Typically such information is provided after a confidentiality agreement has been signed, which sometimes occurs electronically when investment staff access information via a web portal. Generally speaking, the CCO shall review, sign or otherwise approve (in the case of electronic access) confidentiality agreements, although other ArrowMark executives maintain the ability to execute confidentiality agreements. All ArrowMark employees should ensure that they notify the CCO of any confidentiality agreements signed that may relate to issuers of publicly traded securities. In all cases, regardless of the source, Employees should immediately inform the CCO if they have or believe they have received material non-public information regarding an issuer, especially if the issuer is known to have publicly traded securities.

If the CCO determines that the information is material and non-public, or in the case of a non-disclosure agreement, the CCO or designee will identify the security in the restricted log and update the pre-trade compliance rules in the order management system.

Trading in affected securities may resume, and other responses may be adjusted or eliminated, when the CCO determines that the information has become public and/or immaterial. At such time, the CCO or designee will amend the restricted log to indicate the date that trading was allowed to resume and the reason for the resumption.

SERVING AS OFFICERS, TRUSTEES AND/OR DIRECTORS OF OUTSIDE ORGANIZATIONS

Employees may, under certain circumstances, be granted permission to serve as directors, trustees or officers of outside organizations by completing an outside employment form. These organizations can include public or private corporations, partnerships, charitable foundations and other not-for-profit institutions. Employees may also receive compensation for such activities.

At certain times, ArrowMark may determine that it is in its clients' best interests for an Employee(s) to serve as an officer or on the board of directors of an outside organization. For example, a company held in clients' portfolios may be undergoing a reorganization that may affect the value of the company's outstanding securities and the future direction of the company. Service with organizations outside of ArrowMark can, however, raise serious regulatory issues and concerns, including conflicts of interests and access to material non-public information.

As an outside board member or officer, an Employee may come into possession of material non-public information about the outside company, or other public companies. It is critical that a proper information barrier be in place between ArrowMark and the outside organization, and that the Employee does not communicate such information to other Employees in violation of the information barrier.

Similarly, ArrowMark may have a business relationship with the outside organization or may seek a relationship in the future. In those circumstances, the Employee must not be involved in the decision to retain or hire the outside organization.

Employees are prohibited from engaging in such outside activities without the prior written approval from the CCO. Approval will be granted on a case by case basis, subject to proper resolution of potential conflicts of interest. Outside activities will be approved only if any conflict of interest issues can be satisfactorily resolved and all of the necessary disclosures are made on Part II of Form ADV.

DIVERSION OF FIRM BUSINESS OR INVESTMENT OPPORTUNITY

No Employee may acquire, or receive personal gain or profit from, any business opportunity that comes to his or her attention as a result of his or her association with ArrowMark and in which he or she knows ArrowMark might be expected to participate or have an interest, without disclosing in writing all necessary facts to the CCO, offering the particular opportunity to ArrowMark, and obtaining written authorization to participate from the CCO.

Any personal or family interest of an Employee in any ArrowMark business activity or transaction must be immediately disclosed to the CCO. For example, if an Employee becomes aware that a transaction being considered or undertaken by ArrowMark may benefit, either directly or indirectly, an Employee or a family member thereof, the Employee must immediately disclose this possibility to the CCO.

DEALINGS WITH GOVERNMENT AND INDUSTRY REGULATORS

ArrowMark's policy forbids payments of any kind by it, its Employees or any agent or other intermediary to any government official, self-regulatory official, corporation or other similar person or entity, within the United States or abroad, for the purpose of obtaining or retaining business, or for the purpose of influencing favorable consideration of any application for a business activity or other matter. This policy covers all types of payments, even to minor government officials and industry regulators, regardless of whether the payment would be considered legal under the circumstances. This policy encourages Employees to avoid even the appearance of impropriety in their dealings with industry and government regulators and officials.

It is expected and required that all Employees fulfill their personal obligations to governmental and regulatory bodies. Those obligations include the filing of appropriate federal, state and local tax returns, as well as the filing of any applicable forms or reports required by regulatory bodies.

All Employees are required to cooperate fully with management in connection with any internal or independent investigation and any claims, actions, arbitrations, litigations, investigations or inquiries brought by or against ArrowMark. Employees are expected, if requested, to provide ArrowMark with reasonable assistance, including, but not limited to, meeting or consulting with ArrowMark and its representatives, reviewing documents, analyzing facts and appearing or testifying as witnesses or interviewees or otherwise.

POLITICAL CONTRIBUTIONS AND PUBLIC OFFICE

The following outlines ArrowMark's policies with respect to political contributions and public office:

•Political contributions, gifts, subscription, loans, advance, or deposit of money or anything of value are not to exceed $350.00 per candidate whom you are entitled to vote, per election;

•Political contributions, gifts, subscription, loans, advance, or deposit of money or anything of value are not to exceed $150.00 per candidate whom you are not entitled to vote, per election;

•Contributions by ArrowMark and/or Employees to politically connected individuals/entities who may have the ability, in some way, to influence clients to ArrowMark are strictly prohibited;

•An Employee is permitted to make a contribution to a candidate only if the Employee is entitled to vote for him/her at the time of the contribution (though contributions to Presidential candidates are excluded from this requirement);

•No Employee is permitted to make any soft dollar contributions; and

•No Employee can hold a public office if it in any way conflicts with ArrowMark's business.

Employees must report their intent to make a contribution submitting a "political contribution"

entry in SchwabCT.

IMPROPER USE OF ARROWMARK PROPERTY

No Employee may utilize property of ArrowMark or utilize the services of ArrowMark, its principals or employees, for his or her personal benefit or the benefit of another person or entity, without approval of the CCO. For this purpose, "property" means both tangible and intangible property, including ArrowMark and Employee funds, premises, equipment, supplies, information, business plans, business opportunities, confidential research, intellectual property or proprietary processes, and ideas for new research or services.

PROTECTION OF ARROWMARK'S NAME

Employees should at all times be aware that ArrowMark's name, reputation and credibility are valuable assets and must be safeguarded from any potential misuse. Care should be exercised to avoid the unauthorized use of ArrowMark's name in any manner that could be misinterpreted to indicate a relationship between ArrowMark and any other entity or activity.

EMPLOYEE INVOLVEMENT IN LITIGATION OR PROCEEDINGS

Employees must advise the CCO immediately if they become involved in or threatened with litigation or an administrative investigation or proceeding of any kind, are subject to any judgment, order or arrest, or are contacted by any regulatory authority.

GIFTS AND ENTERTAINMENT

Employees' Receipt of Business Meals, Sporting Events and Other Entertainment - Employees may attend business meals, sporting events and other entertainment events at the expense of a giver, as long as the expense is reasonable, not lavish or extravagant in nature and the Employee is accompanied by the giver. In the event that the estimated cost of the meal, event, etc. is greater than $500.00, the Employee must report his/her attendance at the meal, event, etc. to the CCO. If the event is highly publicized such that the tickets may be selling in excess of their face value, the Employee must consider the mark-up for the reporting requirements.

Employees' Receipt of Gifts - Employees must report their intent to accept gifts over $500.00 (either one single gift, or in aggregate on an annual basis) to the CCO by submitting a gift receipt in SchwabCT. Reasonable gifts received on behalf of the Company shall not require reporting. Examples of reasonable gifts include holiday gift baskets and lunches brought to the offices by service providers.

ArrowMark's Gift Giving Policy – ArrowMark and its Employees are prohibited from giving gifts that may be deemed as excessive, and must obtain approval to give all gifts in excess of $500.00 to any client, prospective client or any individual or entity that ArrowMark is seeking to do business with.

Gifts Given to Taft-Hartley Funds - Employees are reminded that notwithstanding this policy, since ArrowMark may manage Taft-Hartley funds, any gratuity provided by ArrowMark to labor unions or union representatives that have an "interest" in the Taft-Hartley fund (including the members covered by the Taft- Hartley fund) in excess of $25.00 are required to be reported to CCO and Department Labor Form LM-10. Accordingly, ArrowMark will monitor all gratuities as discussed and make the appropriate filings on DOL Form LM-10.

Gifts and Entertainment – ArrowMark and its Employees are prohibited from giving gifts or entertainment that may appear lavish or excessive, and must obtain approval to give gifts or entertainment in excess of $500.00 to any Client, Investor, prospect, or individual or entity that ArrowMark does, or is seeking to do, business with. Employees should seek approval by completing a Gifts and Entertainment disclosure via the SchwabCT gifts portal.

Gifts and Entertainment Given to ERISA Plan Fiduciaries – ArrowMark is prohibited from giving gifts or entertainment with an aggregate value exceeding $500.00 per year to any ERISA plan fiduciary. Consequently, Employees/SupervisedPersons must obtain approval before giving any gifts or entertainment to ERISA plan fiduciaries via the SchwabCT gifts portal.

Gifts and Entertainment Given to State and Local Pension Officials – ArrowMark must be mindful that myriad state and municipal regulations exist around the exchange of gifts and entertainment with such officials. Accordingly, Employees must consult with the CCO before providing any gifts or entertainment in connection with the solicitation of state and municipal pension, and similar plans.The CCO shall track all reportable entertainment and gifts via the SchwabCT gifts portal.

Foreign Corrupt Practice Act Policy

The Foreign Corrupt Practices Act ("FCPA") prohibits the direct or indirect giving of, or a promise to give, "things of value" in order to corruptly obtain a business benefit from an officer, employee, or other "instrumentality" of a foreign government (collectively, "Foreign Officials"). Companies that are owned, even partly, by a foreign government may be considered an "instrumentality" of that government. In particular, government investments in foreign financial institutions may make the FCPA applicable to those institutions. Individuals acting in an official capacity on behalf of a foreign government or a foreign political party may also be "instrumentalities" of a foreign government.

The FCPA includes provisions that may permit the giving of gifts and entertainment under certain circumstances, including certain gifts and entertainment that are lawful under the written laws and regulations of the recipient's country, as well as bona-fide travel costs for certain legitimate business purposes. However, the availability of these exceptions is limited and is dependent on the relevant facts and circumstances. The FCPA does permit certain small "facilitating" or "expediting" payments to Foreign Officials to ensure that they perform routine, non-discretionary governmental duties (e.g., obtaining permits, licenses, or other official documents; processing governmental papers, such as visas and work orders; providing police protection, mail pickup and delivery; providing phone service, power and water supply, loading and unloading cargo, or protecting perishable products; and scheduling inspections associated with contract performance or transit of goods across country).

The FCPA prohibits payments to third parties, such as a placement agent, with knowledge, whether actual or inferred, that all or a portion of the payment will be passed on to Foreign Officials.

Risks

In developing these policies and procedures, ArrowMark considered the risk that Employees would try to use gifts or entertainment, directly or indirectly through placement agents, to exert improper influence on Foreign Officials. ArrowMark established the following guidelines to mitigate these risks.

Foreign Official Gifts and Entertainment

ArrowMark and its Employees must comply with the spirit and the letter of the FCPA at all times. Employees must obtain written pre-clearance from the CCO prior to giving anything of value that might be subject to the FCPA except food and beverages that are provided during a legitimate business meeting and that are clearly not lavish or excessive.

Employees must complete the Gifts and Entertainment Report in SchwabCT to disclose all gifts and entertainment that may be subject to the FCPA, irrespective of value and including food and beverages provided during a legitimate business meeting.

Employees must consult with the CCO if there is any question as to whether gifts or entertainment need to be pre-cleared and/or reported in connection with this policy.

TRAVEL EXPENSES

Employees may charge normal and reasonable travel and travel-related expenses incurred for an ArrowMark business purpose. Such expenses may include meals and incidentals, travel costs (air, train, etc.), lodging expenses, business phone calls and other miscellaneous travel related expenses. When incurring such expenses, Employees must use reasonable judgment and generally be aware of escalating travel costs. While ArrowMark has not prescribed limits on such expenses, ArrowMark may reiterate its policy with Employees as necessary.

ArrowMark will pay for all travel expenses (airline, hotel, meals and incidentals) related to Employees' attendance at conferences, company visits, etc. In the event that any such expenses are included as part of the event, Employees shall report the approximate value of such expense to the CCO. The CCO will evaluate such covered expenses to determine whether reasonable and appropriate. ArrowMark has adopted this policy in order to monitor any potential conflicts of interest associated with our relationships with outside service providers.

DISCLOSURE

ArrowMark shall describe its Code of Ethics in Part II of Form ADV and, upon request, furnish clients with a copy of the Code of Ethics. All client requests for ArrowMark's Code of Ethics shall be directed to the CCO.

If the CCO determines that a material violation of this Code has occurred, he or she shall promptly report the violation, and any enforcement action taken, to ArrowMark's Operating Committee. If ArrowMark's Operating Committee determines that such material violation appears to involve a fraudulent, deceptive or manipulative act, ArrowMark will report its findings to the Fund's Board of Directors or Trustees pursuant to Rule 17j-1. No less frequently than annually, the board must be furnished a written report that (i) describes any issues arising under the code or procedures since the last report to the board, including, but not limited to, information about material violations of the code or procedures and sanctions imposed in response to the material violations; and (ii) certifies that the fund and adviser has adopted procedures reasonably necessary to prevent access persons from violating the code.

RECORDKEEPING

ArrowMark shall maintain records in the manner and to the extent set forth below, which records shall be available for appropriate examination by representatives of regulatory authorities or ArrowMark's management.

•A copy of this Code of Ethics and any other code which is, or at any time within the past five years has been, in effect shall be preserved in an easily accessible place;

•A record of any violation of this Code of Ethics and of any action taken as a result of such violation shall be preserved in an easily accessible place for a period of not less than five years following the end of the fiscal year in which the violation occurs;

•A record of all written acknowledgements (annual certifications) for each person who is currently, or with the past five years was, an Employee of ArrowMark.

•A copy of each report made pursuant to this Code of Ethics by an Employee, including any information provided in lieu of reports, shall be preserved by the Company for at least five years after the end of the fiscal year in which the report is made or the information is provided, the first two years in an easily accessible place;

•A list of all persons who are, or within the past five years have been, required to make reports pursuant to this Code of Ethics, or who are or were responsible for reviewing these reports, shall be maintained in an easily accessible place;

•The Company shall preserve a record of any decision, and the reasons supporting the decision, to approve the acquisition of any limited offering or IPO by Employees for at least five years after the end of the fiscal year in which the approval is granted, the first two years in an easily accessible place.

•A copy of each finding presented to the Board of a Fund shall be preserved by ArrowMark for at least five years after the end of the fiscal year in which the record is made, the first two years in an easily accessible place.

RESPONSIBILITY

The CCO will be responsible for administering the Code of Ethics. All questions regarding the policy should be directed to the CCO. All Employees must acknowledge their receipt and understanding of the Code of Ethics upon commencement of their employment.

In the event a material change is made to the Personal Trading Policy of the Code of Ethics, the CCO shall ensure that such material change is approved by the Fund's Board no later than six months after adoption of the material change.

EMPLOYEE ACKNOWLEDGEMENT

You are required to complete the Code of Ethics Acknowledgement, both initially upon the commencement of your employment with ArrowMark and annually thereafter, to acknowledge and certify that you have received, reviewed, understand and shall comply, or have complied with, the policies and procedures as set forth in the Code of Ethics. In addition, all Employees must be aware of and comply with the following undertakings:

•be thoroughly familiar with the policies and procedures set forth in this Code of Ethics;

•upon the request of the CCO, provide initial and annual written certification that you have read and understand, and will comply with, the policies and procedures set forth in this Code of Ethics and any other compliance materials distributed to you by the CCO;

•notify the CCO promptly in the event you have any reason to believe that you may have failed to comply with (or become aware of another person's failure to comply with) the policies and procedures set forth in this Code of Ethics;

•notify the CCO promptly if you become aware of any practice that arguably involves ArrowMark in a conflict of interest with any of its advisory accounts including unregistered investment funds;

•cooperate to the fullest extent reasonably requested by the CCO so as to enable: (i) the CCO to discharge his respective duties under the Code of Ethics and (ii) ArrowMark to comply with the securities laws to which it is subject; and

•notify the CCO promptly if you become aware of any part of any disclosure document that you believe may be inaccurate, incomplete or out of date in any respect.

CODE OF ETHICS

BAILLIE GIFFORD COMPLIANCE MANUAL

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INDEX OF UPDATES ..............................................................................................................................................................		3
1. INTRODUCTION ................................................................................................................................................................		6
1.1	A PPLICATION ....................................................................................................................................................................	6
1.2	S COPE ...............................................................................................................................................................................	6
1.3	P URPOSE ...........................................................................................................................................................................	6
1.4	S TAFF O BLIGATIONS ........................................................................................................................................................	6
1.5	V IOLATIONS ......................................................................................................................................................................	7
1.6	I NTERPRETATION AND W AIVER .......................................................................................................................................	7
1.7	M ONITORING ....................................................................................................................................................................	7
1.8	M ATERIAL C HANGES .......................................................................................................................................................	7
2. ETHICAL PRINCIPLES .....................................................................................................................................................		8
2.1	I NTRODUCTION .................................................................................................................................................................	8
2.2	G UIDING E THICAL P RINCIPLES .......................................................................................................................................	8
2.3	R ESOLVING E THICAL I SSUES .........................................................................................................................................	10
3. CONFLICTS OF INTEREST ............................................................................................................................................		10
3.1	I NTRODUCTION ...............................................................................................................................................................	10
3.2	I DENTIFICATION AND T YPES OF C ONFLICT OF I NTEREST ............................................................................................	10
3.3	D UTY TO D ISCLOSE ........................................................................................................................................................	11
3.4	O UTSIDE B USINESS I NTERESTS AND P ERSONAL A SSOCIATIONS ..................................................................................	11
4. PERSONAL ACCOUNT DEALING POLICY ..................................................................................................................		16
4.1	H IGH L EVEL O VERVIEW ................................................................................................................................................	16
4.2	G ENERAL R ULE ON PA DEALING ...................................................................................................................................	16
4.3	A PPLICATION OF P ERSONAL A CCOUNT D EALING P OLICY ...........................................................................................	17
4.4	P ROHIBITED AND E XEMPT S ECURITIES AND T RANSACTIONS ......................................................................................	18
4.5	P ROCEDURES FOR O BTAINING P ERMISSION .................................................................................................................	19
4.6	P RACTICAL PROCEDURES TO BE FOLLOWED IN SPECIAL CIRCUMSTANCES .................................................................	20
4.7	R EPORTING R EQUIREMENTS .........................................................................................................................................	21
4.8	S UMMARY TABLE OF S ECURITY T YPES AND P RE -C LEARANCE AND R EPORTING R EQUIREMENTS ............................	21
5. INDUCEMENTS POLICY .................................................................................................................................................		23
5.1	G UIDELINES ....................................................................................................................................................................	23
5.2	R ESTRICTIONS IN C ONNECTION WITH THE S ALE OF P ACKAGE P RODUCTS , I .E . OEIC S .............................................	27
5.3	P ACKAGED P RODUCTS G UIDANCE ON R EASONABLE I NDIRECT B ENEFITS ..................................................................	28
5.4	FINRA S PECIFIC R EQUIREMENTS FOR R EGISTERED P ERSONS OF BGFS ..................................................................	29
5.5	S PECIFIC R EQUIREMENTS FOR BGA(HK)....................................................................................................................	29
6. ACKNOWLEDGEMENT AND CERTIFICATION .........................................................................................................		29
6.1	R ECEIPT AND A CKNOWLEDGEMENT OF THE C ODE ......................................................................................................	30
6.2	A NNUAL R EPORT TO B AILLIE G IFFORD B OARDS .........................................................................................................	30

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Index of Updates

Date	Reason for change	Material	Regulatory
		Change	Requirement
October 2017	Changes made to reflect MiFID II requirements. New requirements on Inducements relating to MiFID, equivalent third	Yes	Yes
	country or optional exemption business under FCA COBS 2.3A for firms which make personal recommendations to a retail
	client in the UK and, in particular, rules on inducements relating to the provision of investment services and ancillary services
	that the FCA will adopt under new FCA COBS 2.3A 5R. Chapter 5 updated with minor housekeeping changes throughout.
May 2018	4.5.1. Separate broker notification letter for BGFS representatives no longer required.	No	No
	4.5.1. New paragraph added about broker confirmations.
	4.8. Minor updates to description of unlisted investments in the summary table.
	Minor housekeeping changes throughout the policy to change all references to holdings reports to Code of Ethics Declarations.
August 2018	Minor updates to summary table in section 4.8 to include references to cryptocurrencies and structured deposits.	No	No
September 2018	Removal of references to Baillie Gifford Life Limited. This entity is no longer carrying out insurance business and has applied	No	No
	for the cancellation of all its regulatory permissions.
October 2018	New Guidance for partners and staff considering external appointments section added to the Conflicts of Interest chapter of the	No	No
	Code of Ethics Policy, plus a link to the guidance note. Not a material change as this is the publication of guidance and not a
	Code of Ethics Policy change. Summary table in section 4.8 updated to consolidate the two rows relating to exchange traded
	funds into one row.
November 2018	Housekeeping update to the PA dealing policy following changes to the workplace pension arrangements.	No	No
January 2019	Additional client requirement added to the list of clients with specific requirements link in section 5.1.15.	No	No
	Change of job title for Lindsay Gold from Head of Compliance to Compliance Director (Page 5).	No	No
	Reference to CFTC added in Section 6.0.	No	Yes
	Changes to ensure BGE is covered by the policy.	No	No
March 2019	Updates to summary table in section 4.8 to reflect the 3 security types added. Certificate of Deposit, Fixed Term Deposit and	No	No
	Fixed Term Bond.
April 2019	Changed Lindsay Gold's title from Head of Compliance to Compliance Director and changed Monitoring, Ethics Conduct and	No	No
	Assurance team name to Monitoring and Ethics team.
July 2019	Update political contributions sections to confirm that pre-clearance can be obtained from US based Compliance Counsel and	No	No
	the Code of Ethics team, rather than the Compliance Director.
September 2019	Updates made to reference the new FCA Conduct Rules introduced under SMCR and make enhancements to the Outside	Yes	Yes
	Business Interests section.
September 2019	OBI section of the policy updates to include a new table of examples and a new streamlined process which consolidates the	Yes	No
	pre-existing Code of Ethics policy and the HR OBI and Employment Policy which has since been decommissioned.
September 2019	Whistleblowing Policy removed (now standalone), BGA(HK) semi-annual declaration process referenced and various	No	No
	housekeeping amendments.
March 2020	Additional conflict disclosure requirements for investment decision makers to reflect an increased industry focus in this area.	Yes	No.
December 2020	Housekeeping changes to change 'unlisted investments' to 'private companies' and clarifying personal associations	No	No
	3

CODE OF ETHICS		2022

January 2021	Alastair Maclean replaces Lindsay Gold, as Director, Group Compliance and Legal.	No	Yes
May 2021	Addition of section 3.4.3 Disclosure Procedures for External Board/Committee Appointments.	No	No
	Minor housekeeping updates to clarify the policy which included: adding ETFs to the section in 4.3; FX and cryptocurrency in
	4.4.2.1; Automatic sales for fees in 4.4.2.2; updating various links throughout the policy; updating the Group Compliance and
	Legal Director title throughout.
August 2021	Housekeeping changes: No change to process, tidying up policy wording and making it clearer.	No	No
January 2022	References to: 1) Compliance Monitoring and Ethics Team updated to Compliance Code of Ethics Team; and 2) Head of	No	No
	Compliance Monitoring and Ethics updated to Head of Group Compliance Staff Regulatory Responsibilities.

March 2022	Post-Brexit updates made for UK/EU MiFID references throughout the policy. Name change for the Policies Training &	No	No
	Reporting team to Compliance Admin and Comms.

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Letter from the Joint Senior Partner and Compliance and Legal Director

Dear Colleagues,

The Code of Ethics Policy is a very important area for us because our clients have put a great deal of trust in Baillie Gifford to manage their assets in their long-term interests. For us to respect that trust there are two things that we must focus on:

•Firstly, making sure that we put clients' interests at the heart of everything that we do; and

•Secondly, making sure that we identify and manage any conflicts of interest between our interests and those of the client.

The compliance culture and ethics of a firm are vitally important to clients and regulators alike. Our clients refer to the Code of Ethics Policy as the "window on the culture of the firm". They are interested in adherence with the policy and often ask for information on code violations as an indicator of the overall culture of the firm.

Regulators have also put 'culture' and 'conduct' at the centre of their agenda. Culture is regarded as the DNA of the business; shaping behaviours and ethics. At Baillie Gifford we have built our reputation by our conduct as individuals, acting with integrity and in the interests of our clients.

The Code of Ethics Policy sets out the processes, procedures and principles in this area and we ask you to give it your full attention. If you have any questions, please do not hesitate to contact a member of the Compliance Code of Ethics team or email [email protected].

Thank you.

Andrew Telfer	Alastair Maclean
Joint Senior Partner of Baillie Gifford & Co	Director, Group Compliance and Legal

CODE OF ETHICS

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1. Introduction

1.1 Application

The Code of Ethics applies to

•All employees of Baillie Gifford entities

•Partners

•Fixed term, temporary and agency staff

•Interns and summer students

•Secondees

•Individuals providing services via Personal Service Companies

•Contractors (with systems access)

Each of these individuals and in some specified cases, persons who are connected to the individual, are required to comply with the Code of Ethics which forms part of the 'Personal Responsibilities' section of the Group Compliance Manual (located via the Landing Page on the Loop) and their employment contract. These individuals are known as 'access persons' for the purposes of US securities laws.

1.2 Scope

The Code covers all firms within the Baillie Gifford Group and has been adopted by the relevant Boards of Baillie Gifford regulated entities within the Group and the Group's Compliance Committee. It is designed to ensure compliance with relevant regulatory requirements applicable to the Baillie Gifford Group and in particular UK FCA, CBI and US SEC requirements.

The Code of Ethics covers:

•the FCA Conduct Rules which apply to the vast majority of staff11

•guiding ethical principles which apply to all staff

•managing conflicts of interest which may occur between Baillie Gifford and the personal interests of members of staff

•personal dealings in shares

•receiving and giving of gifts, hospitality and other forms of inducement.

1.3Purpose

At Baillie Gifford we have a fiduciary duty to our clients when acting as their investment manager or adviser. This requires us at all times to act in the best interests of our clients and to treat them fairly. We must avoid situations where we place our own interests ahead of the interests of clients. The Code of Ethics is designed to assist us in ensuring we meet these fiduciary standards when acting for clients.

1.4 Staff Obligations

As a member of staff, you are obliged to comply with your regulatory obligations under the various regulatory systems to which the Group is subject, including applicable federal securities laws. You are required to:

•Read and adhere to the Code of Ethics. If you have any questions, please email [email protected] (secure mailbox); and

1The Conduct Rules do not apply to 'ancillary staff' not performing a financial services role. This would cover our mailroom staff, security guards, cleaning and catering staff.

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•Complete and submit a Code of Ethics Declaration and submit a Certificate of Compliance on first becoming a member of staff and annually thereafter.

You will be provided with details of any changes to the Code at the time these are made. Training will be provided on the terms of the Code as part of your staff induction and annually thereafter, or more frequently in the event of a material change.

1.5 Violations

Failure on the part of members of staff or their Connected Persons (where applicable) to follow these procedures will be taken seriously and regarded as a disciplinary matter under the rules and procedures set out in the Staff Handbook. If it is determined that gross misconduct has taken place, the member of staff may be subject to instant dismissal without payment in lieu of notice.

In addition, any conduct by a member of staff that violates the Code of Ethics, including the Ethical Principles, will be considered from an FCA Conduct Rule Breach perspective (see section 2.1 below for details of the FCA Conduct Rules). If it is deemed that a Code of Ethics violation is significant in nature (e.g. evidence of intent; client materially affected; trend of repeated violations etc.), it may be escalated within Baillie Gifford to be assessed further by senior members of the HR, Compliance and Business Risk departments. Depending on the severity of the case, a formal Conduct Rule Breach may subsequently be reported to the FCA in accordance with regulatory reporting timelines. Any member of staff who becomes aware of a violation of the Code of Ethics must promptly report that violation to the Group Compliance and Legal Director , who may, at his discretion, refer the violation to the Legal and Compliance Partner as well as the relevant Board and Compliance Committee for resolution in terms of section 1.6 below.

1.6 Interpretation and Waiver

With respect to matters of interpretation or dispute arising under the Code of Ethics, the Group Compliance and Legal Director may refer to the Compliance Committee of Baillie Gifford who may, exercising their reasonable judgment, make determinations as to the meaning and effect of the Code of Ethics. The Group Compliance and Legal Director may, in consultation with the Compliance Committee, grant written waivers of the provisions of the Code in appropriate instances. However, waivers will be granted only in rare instances and some provisions of the Code that are mandated by law or regulation cannot be waived. The Group Compliance and Legal Director is responsible for maintaining appropriate records of and preparing any reports required with respect to, any waivers of provisions of the Code.

1.7 Monitoring

Adherence by staff to the terms of the Code will be monitored by the Compliance Department. The issue, receipt and content of Code of Ethics Declarations and Certificates will be co-ordinated and monitored by that Department. Regular monitoring of personal account dealing, gifts and entertainment records and other forms of inducements will also be undertaken to ensure there are no actions which are contrary to our regulatory obligations and that we always act in the best interests of clients. The results of this monitoring will be reported to the relevant Boards and Compliance Committee.

1.8 Material Changes

Material changes to the Code of Ethics must be ratified by the relevant Boards of the SEC regulated firms and investment companies within the Group and the Group's Compliance Committee.

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2. Ethical Principles

2.1 Introduction

Baillie Gifford's reputation and success is based upon its professional conduct and maintenance of high ethical standards. It is expected and indeed demanded from our clients that we adhere to robust ethical standards in all aspects of our activities.

This section of the Code of Ethics sets out guiding principles which apply to all staff relating to ethical conduct. It also provides some guidance on addressing and resolving ethical issues.

In addition, many individuals within the Group will be subject to ethical principles and codes of conduct which are adopted by various professional organisations to which they are members. Baillie Gifford's Code of Ethics is designed to be complementary to, and consistent, with these other standards.

The FCA's Senior Managers and Certification Regime (SMCR) introduces a set of Conduct Rules which reflect the core standards expected of staff who work within the Financial Services industry. These can be found in the FCA's Code of Conduct sourcebook (COCON) and are composed of nine rules, five of which are applicable to all staff (other than 'ancillary staff' referred to earlier) and four additional rules applicable only to Senior Managers. The five Conduct Rules which are applicable to all staff are as follows:

1.You must act with integrity;

2.You must act with due care, skill and diligence;

3.You must be open and cooperative with the FCA, PRA and other regulators;

4.You must pay due regard to the interests of customers and treat them fairly; and

5.You must observe proper standards of market conduct.

These conduct rules compliment Baillie Gifford's own guiding ethical principles and are embedded within these. The four additional rules applicable only to Senior Managers are covered separately in the SMCR Policy.

The Code of Ethics cannot cover every ethical situation that might arise at Baillie Gifford. After having read and understood the content of the Code of Ethics Policy, all members of staff will be responsible for complying not only with its letter, but also with its spirit and principles. These are set out in the Guiding Ethical Principles below.

2.2 Guiding Ethical Principles

Each member of staff must follow these guiding principles:

2.2.1.Fairness

To act fairly at all times when dealing with clients and counterparties of Baillie Gifford. Fairness requires impartiality, objectivity, and honesty.

For example, when communicating with clients you should make every reasonable effort to provide full, fair and accurate information and should avoid withholding any relevant information.

A non-exhaustive list of other examples of conduct that might breach the fairness principle is as follows:

•Misleading a client about the risks of an investment;

•Misleading a client about the likely performance of a product by providing inappropriate projections of future returns; or

•Failing to acknowledge, or seek to resolve, mistakes in dealing with clients.

2.2.2.Honesty and integrity

To act honestly and with integrity in fulfilling the responsibilities of your role and seek to avoid any acts or omissions or business practices which damage Baillie Gifford's reputation or which are deceitful, oppressive, or improper.

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For example, Baillie Gifford should only employ fair methods to win or retain business for the firm. Staff should avoid offering unduly lavish or overly frequent gifts and hospitality and should avoid 'pay to play' practices, i.e. making political contributions to those in a position to influence the selection of Baillie Gifford. Baillie Gifford is committed to carrying on business fairly, honestly and openly and has a zero-tolerance approach to bribery.

A non-exhaustive list of other examples of conduct that might breach the honesty and integrity principle is as follows:

•Falsifying documents;

•Providing false or inaccurate information to a client, regulator, auditor, Baillie Gifford itself or a third party;

•Mismarking the value of investments;

•Misleading others in Baillie Gifford about the nature of risks being accepted; or

•Failing to disclose personal dealing activity; receipt or provision of gifts and entertainment; political contributions or other outside business interests as required by the Code of Ethics.

2.2.3.Adherence to law and regulation

To observe applicable law, regulations and professional conduct standards when carrying out your activities and to interpret and apply them to the best of your knowledge and ability according to these guiding ethical principles. To be open and cooperative with Baillie Gifford's regulators.

For example, you must familiarise yourself with, and adhere to at all times, the requirements contained in the: Anti- Financial Crime Policy; the Anti-Money Laundering, Counter-Terrorist Financing & Sanctions Policy; the Anti- Bribery & Corruption Policy; the Code of Ethics Policy; the Market Abuse and Insider Dealing Policy; Data Protection Policy; and Information Security & Electronic Communications Policy. These policies set out your personal compliance responsibilities and are available to all staff in the 'Personal Responsibilities' section of the Group Compliance Manual.

A non-exhaustive list of conduct that might breach the open and cooperative with regulators principle is as follows:

•Providing false or inaccurate information to regulators;

•Failing to supply a regulator with appropriate documents or information when requested or required to do so and within the time limits attaching to that request or requirement; or

•Failing to attend an interview or answer questions put by a regulator.

2.2.4.Market conduct

When executing transactions or engaging in any form of market dealings, to observe the standards of market integrity, good practice and conduct required by, or expected of, participants in that market. To comply with relevant market codes and exchange rules.

2.2.5.Loyalty to clients

To place the interests of our clients ahead of your own interests and to manage fairly and effectively, and to the best of your ability, any relevant conflict of interest. To the extent feasible, conflicts of interest should be avoided or at least appropriately managed and disclosed in accordance with Baillie Gifford's conflicts procedures.

Baillie Gifford's investment recommendations and other proprietary information are for the exclusive use of our clients. We should not use this proprietary information for personal benefit. If in doubt, refer to the Compliance Department for guidance.

2.2.6.Maintaining confidentiality

To respect the confidentiality of information on current, former and prospective clients which is obtained through your work and refrain from using or disclosing this for unethical purposes or illegal advantage.

For example, you must be extremely careful when sharing confidential client data with an outside party and should only do so if it is absolutely necessary. Authorisation may be required from your Head of Department for this. If in doubt, you should refer to the Information Security and Electronic Communications Policy (located in the Staff Handbook on the Loop) which includes the three levels of data security classification and rules on how to handle this data.

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2.2.7.Transparency

If you are in any doubt that you may have a conflict of interest, or if you think that there could be a perception of one, you should disclose the details to your Head of Department, to the Compliance Department or to the relevant chairperson of the board, committee or group concerned, as appropriate.

For example, consider the situation where you have a personal shareholding in a company and you are contributing to an investment discussion on whether to buy or sell this company for clients. It is essential to disclose this potential conflict to the chairperson and other members of that decision-making group. Please see section 3.3 for further details on additional disclosure requirements for investment decision makers (investors and CD staff on Portfolio Construction Groups).

2.3 Resolving Ethical Issues

In business life we will be confronted from time to time with ethical issues to determine. In dealing with these an important consideration is any impact the decision may have on clients. Also, has the process of coming to the decision been fair, with full consideration of the facts, issues and alternatives? Has it involved all stakeholders with an interest? Have you identified any competing interests or conflicts of interest? These questions would be relevant where considering whether to accept a gift or entertainment, and also considering the implications of an incident.

3. Conflicts of Interest

3.1 Introduction

Inherent throughout the Code of Ethics is the principle that all members of staff have a responsibility to place the interests of the Group's clients ahead of their own and resolve conflicts in favour of the Group's clients. In order to achieve this, all activities undertaken by members of staff must be conducted in such a manner as to avoid any actual or potential conflicts of interest or any abuse of an individual's position of trust and responsibility. Furthermore, all action taken by staff must be undertaken in a manner which does not interfere with the interests of Baillie Gifford's clients or take unfair advantage of Baillie Gifford's relationship with its clients.

3.2 Identification and Types of Conflict of Interest

3.2.1.What is a conflict of interest?

A conflict of interest arises when personal matters or obligations interfere with business activities and influence the decisions made by members of staff, which have or could have a detrimental effect on the firm's clients. When considering conflicts of interest, it is important to consider how the situation would be viewed by an independent party.

3.2.2.Identification of conflicts of interest

Conflicts of interests which require to be identified by members of staff are those which arise between:

•the Group, its connected persons and a client of the Group; or

•one client of the Group and another client of the Group.

3.2.3.Types of conflicts of interest

When identifying whether a conflict of interest arises in the course of business and whether the existence of this conflict may adversely affect the interests of a client, staff should consider whether the individual, firm or certain persons connected with the firm:

•are likely to make a financial gain or avoid a financial loss at the expense of a client;

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•has an interest in the outcome of the service provided to the client or of a transaction carried out on behalf of the client;

•has a financial or other incentive to favour the interest of another client or group of clients over the interests of the client;

•carries on the same business as the client; or

•receives or will receive from a person (other than the client) an inducement in relation to the service provided, in the form of monies, goods or services, other than the standard commission or fee.

The Group Compliance Manual (located via the Landing Page on the Loop) contains Baillie Gifford's conflicts policy and matrix. This matrix details potential and actual conflicts of interest which have been recognised by the firm. Please refer to this document for further information regarding the types of conflict which have been identified.

If you are in doubt about whether a conflict has arisen please consult the Group Compliance and Legal Director.

3.3 Duty to Disclose

All members of staff have in the first instance an obligation to manage or avoid all conflicts of interest. If it is not possible to manage or avoid a conflict of interest, then the potential or actual conflict which may impair your objectivity when undertaking your daily activities must be disclosed. All disclosures should be made to your Head of Department and the Group Compliance and Legal Director.

Baillie Gifford does not prohibit investors from investing in the same stocks as our clients. Nevertheless, there is an inherent conflict of interest risk that needs to be carefully managed should investors choose to do this.

Additional disclosure requirements for investment decision makers.

Investment decision makers should make the following protective disclosures where appropriate:

•Investment decision makers should declare any pre-existing personal shareholdings in a company if they are contributing to an investment discussion on whether to trade in that company for clients. This potential conflict must be disclosed to the chairperson of the relevant decision-making group, whom failing another member of that decision-making group. On occasion, it may be prudent for an investment decision maker to step out of an investment discussion if it is felt that a conflict, or perception of a conflict, cannot be managed effectively. Such a course of action should be determined on a case by case basis.

•Investment decision makers must also declare any personal trading activity in a company held by clients if they have been, or will be, involved in an investment discussion concerning that company. This disclosure requirement is regardless of whether the company is being traded for clients at the time. Again, this potential conflict must be disclosed to the chairperson of the relevant decision-making group, whom failing another investment decision maker in that decision-making group.

For both scenarios above, Investors have the option of retaining their own contemporaneous record of any disclosures made or notifying the Compliance Department who will record the protective disclosure in the Code of Ethics System. Notifications to Compliance should be emailed to [email protected] (secure mailbox). An audit trail record would be beneficial in the event of any retrospective enquiry.

3.4 Outside Business Interests and Personal Associations

A personal conflict of interest can arise in relation to certain outside business interests or personal associations. Members of staff must ensure that they do not engage in any activities that would detract, divert from or conflict with, the proper performance of their Baillie Gifford employment or would conflict with the interests of the firm or our

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clients. Members of staff must also ensure that any personal association does not affect, or reasonably appear to affect, our conduct or actions in Baillie Gifford and therefore conflict with our duties to clients or the firm.

To ensure that we comply with the requirements of global regulation, we require members of staff and Partners to inform Compliance at [email protected] of any external interests at any time during employment.

3.4.1 Types of Outside Business Interests

The following table is a non-exhaustive list of potential outside business interests. If you have any other interests or activities that you think may need to be disclosed, please contact the Compliance Code of Ethics team for guidance at [email protected] (secure mailbox).

Outside Business Interest

Paid work out with Baillie Gifford.

Business related external directorships, non- executive directorships or other external board/committee appointments (e.g. nominations committee or board observer positions ).

Business related would include:

•Listed companies;

•Private companies in which Baillie Gifford invests or is likely to invest;

•Trade bodies or professional bodies;

•Clients;

•Suppliers etc.

Non-business related external directorships or non-executive directorships.

Non-business related would include:

•Private family run businesses;

•One-person limited companies;

•Charitable organisations or not for Profit organisations (where not a client).

Disclosure Requirements

In general, all regular paid work outwith Baillie Gifford should be disclosed to Compliance (email to [email protected]). In addition, such work should also be agreed with your line manager and/or head of department as appropriate.

Discretion can be used for any ad hoc paid work that is de minimis in nature and has no obvious connection to Baillie Gifford business. Such paid work is unlikely to require disclosure.

All such positions must be disclosed to Compliance (email to [email protected]).

Additional disclosure and approval requirements are outlined in section 3.4.3.

All such appointments must be disclosed to Compliance (email to [email protected]).

No additional approval is required.

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External investment or finance related roles at educational, charitable, religious or social organisations.

Investment or finance related roles would include:

•investment adviser;

•trustee;

•treasurer etc.

Politically exposed appointments

All investment adviser related roles should be disclosed to Compliance (email to [email protected]).

In addition, such roles should also be agreed with your line manager and/or Head of Department as appropriate.

A politically exposed person, or 'PEP', is an individual who is or has, at any time in the preceding year, been entrusted with prominent public functions, or is an immediate family member, or a known close associate of such a person), whether paid or unpaid.

All such appointments must be disclosed to Compliance (email to [email protected]).

In addition, such roles should also be disclosed to your line manager and/or Head of Department as appropriate.

3.4.2 Outside Business Interests disclosure procedures

The Compliance Code of Ethics team are the central hub for all outside business interest disclosures. This team will disseminate relevant information as appropriate to the Human Resources Department, Group Governance Services Department and the Compliance Admin, Reporting and Comms and Anti-Financial Crime teams.

Outside business interest disclosures should be emailed to the Compliance Code of Ethics team

([email protected]) at the earliest opportunity. Where possible, this should be prior to the commencement of any role or appointment. Disclosures should contain the following information:

•Date the outside business interest commenced or ceased;

•Name of the external company/organisation and brief description of what they do;

•Brief description of your role/involvement;

•Details of any remuneration if applicable;

•Details of any connection to Baillie Gifford (e.g. client or prospective client, investee company, broker, supplier etc.).

If applicable, the Compliance Code of Ethics team will obtain approval from the Group Compliance and Legal Director on your behalf and will either confirm that this has been received or will request further information if required.

Please note that Partners or Chief Executive Officers of Baillie Gifford subsidiary companies who require to seek approval from the joint Senior Partners for external appointments, must seek this approval themselves.

In addition to the above:

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-Requirements for FCA Regulated Roles

The Firm is required to ensure that individuals in FCA regulated roles are fit and proper to perform the activities for which they are regulated and that they do not engage in any activities which could conflict with the performance of their role. In addition to the above requirements, individuals in regulated roles must inform Compliance when:

othey become aware that a company, partnership or unincorporated association of which the individual has been controller, director, senior manager, partner or company secretary (either during the time they held the position or within one year of such involvement) has:

obeen put into liquidation, wound up, ceased trading, had a receiver or administrator appointed or entered into a voluntary arrangement with its creditors

obeen adjudged by a court liable for any fraud, misfeasance, wrongful trading or misconduct

obeen investigated or been involved in an investigation by an inspector appointed under companies or any other legislation, or required to produce documents to the Secretary of State, or any other authority, under

any such legislation

obeen convicted of any criminal offence, censured, disciplined or publicly criticised, by any inquiry, by the Takeover Panel or any governmental or statutory authority, or any other regulatory body

-Specific Requirements for BGFS

Registered Persons of BGFS are required to obtain prior written approval from the Chief Compliance Officer of BGFS for any Contractor, Director, Office or Partner appointments or any work for which they expect to receive compensation outside of their Baillie Gifford employment. Please note that this supersedes the requirement to obtain approval from the Group Compliance and Legal Director.

-Specific Requirements for BGA(HK)

Licensed Persons of BGA(HK) are required to obtain prior written approval from the Compliance Officer of BGA(HK) for any Director appointments or any work for which they will receive compensation outside of their Baillie Gifford employment. The Compliance Code of Ethics team will co-ordinate this. In addition to the above, there are also SFC Notification requirements relating to any directorships, partnerships or proprietorships taken on by a licenced representative. The BGA(HK) Compliance Officer will advise on the relevant steps to take with regards to this notification.

3.4.3 Disclosure and Approval Requirements Procedures for Business-related External Positions

From time to time, Investors or other relevant Baillie Gifford staff may be invited to take up a business-related external position (see section 3.4.1 for details). Such roles may be linked to public or private company in which our clients have a shareholding interest and are often offered to the largest shareholders. This type of opportunity is in alignment with our long term investment approach and our stewardship policy for greater engagement with our investee companies on corporate governance, long term incentives and performance matters.

Whilst there are benefits to accepting such positions, there are also potential conflicts of interest that need to be carefully managed. Each business-related external position needs to be considered on a case by case basis to ensure participation in such a role would not conflict with the duties owed to Baillie Gifford's clients. The disclosure and approval requirements for such positions are as follows:

•All business-related external positions must be approved by the Director of Group Compliance and Legal for approval. Where deemed appropriate, the Director of Group Compliance and Legal will discuss the case with the Chair of the Equity Leadership Group and the Management Committee will be informed for noting. The factors taken into consideration when assessing each opportunity will include:

•Scope, time commitment and any remuneration

•The likelihood of receiving Material Non-Public Information ("MNPI")

•Any potential conflicts of interest

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•Committee on Foreign Investment in the United States ("CFIUS") requirements if applicable (legal advice may be required).

•In addition, prior approval must also be sought from the individual's Head of Department. For Partners and Chief Executive Officers of Baillie Gifford subsidiary companies should seek prior approval from the joint Senior Partners.

3.4.4Personal Associations

We also must take steps to ensure that any personal interest or personal association does not affect, or reasonably appear to affect, our conduct or actions in Baillie Gifford and therefore conflict with our duties to clients or the firm. Any Significant Relationship with another person working in a relevant business connected to Baillie Gifford may need to be disclosed by email to the Compliance Department ([email protected]).

Relevant businesses would include:

•Investment managers

•Brokers

•Clients of Baillie Gifford

•Consultants/advisers to clients of Baillie Gifford or investors in Baillie Gifford funds

•Companies in which Baillie Gifford invests on behalf of our clients

•Other organisations with which Baillie Gifford has a contractual relationship.

A relationship with another person would be deemed significant if an independent third party might reasonably consider that it could affect your actions or those of a personal associate (whether or not it does so affect your conduct). If you have a relationship with an associated person that could potentially give rise to a conflict of interest, or the perception of one, then this should be disclosed to the Compliance Department. The Compliance Department will determine if the relationship needs to be recorded and whether any action needs to be taken to manage the conflict.

Please note that personal associations can go further than our definition of connected person under PA Dealing, i.e. this disclosure requirement is not limited to immediate family members living in your household. Some examples of potential personal associations that may need to be disclosed/recorded are as follows:

•A personal friend works at a supplier and is directly involved in the Baillie Gifford account and/or you are directly involved in the appointment of that supplier.

•A close friend works at an audit firm and is directly involved in an external review of your department.

•An extended family member works at a company that Baillie Gifford invests in for clients, in a role where they are likely to have access to sensitive business information.

Please note that none of the personal association examples above would fall under our definition of connected persons for PA Dealing purposes, however potentially would be disclosable under this section of the Code of Ethics. However, please also note that not every instance of the above would necessarily have to be recorded. Each scenario would be considered on a case-by-case basis to establish what, if any, conflict risk there is.

These disclosures are designed to ensure that our work is carried out on behalf of clients in an environment that is free from any suggestion of improper influence. If you are in any doubt as to whether a business interest or personal association or relationship needs to be disclosed, please contact a member of the Compliance Department for guidance.

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3.4.5 Record Keeping and Annual Certification

A record of all Outside Business Interests and Personal Associations disclosed to Compliance will be maintained in the Code of Ethics System. These will form part of your personal Annual Code of Ethics Declaration. Updates can be made to these disclosures when completing your annual declaration, or alternately at any point throughout the year by

emailing the details to Compliance ([email protected]).

4. Personal Account Dealing Policy

4.1 High Level Overview

Baillie Gifford's first priority is in ensuring that in all circumstances, the firm's clients' interests are placed first and each client obtains the best execution of trades which we can arrange on their behalf. In order to ensure that this priority is consistently met, all staff have a responsibility to ensure that in no circumstances will clients be disadvantaged by employee PA Dealing.

The basic premise of Baillie Gifford's PA Dealing Policy is that PA Dealing is permitted subject to a number of restrictions. Baillie Gifford therefore gives general permission to all members of staff and to their Connected Persons (defined later) to carry out investment transactions in designated investments in accordance with the following procedures. All staff must ensure that undertaking PA Dealing activities does not distract them from their day-to-day responsibilities.

4.2 General Rule on PA dealing

A member of staff or their Connected Persons are prohibited from

1.Entering into a PA deal where

a)that person is prohibited from entering into it under the law and regulations governing market abuse and insider dealing as set out in the Baillie Gifford Market Abuse Policy. The Policy requires that no member of staff make personal use of material non-public information or engage in a securities transaction available only by reason of his or her position within Baillie Gifford. If a member of staff is aware that an investment opportunity is being actively considered by Baillie Gifford, they must first ensure that this is made available to Baillie Gifford before taking personal advantage of the opportunity. It is the personal responsibility of the member of staff to ensure that they are familiar with the provisions of that Policy.

b)it involves the misuse or improper disclosure of confidential or proprietary information relating to clients or transactions for clients; or

c)it conflicts or is likely to conflict with an obligation under Europe's Markets in Financial Instruments Directive II (MiFID II) / the UK's MiFID Org Regulation, the UK version of Europe's Markets in Financial Instruments Directive II (MiFID II) or other regulatory obligations which Baillie Gifford owes to its clients.

2.Advising, recommending or procuring any other person to enter into a transaction which would be precluded under 1 above.

3.Disclosing any information or opinion to any other person where it is reasonably likely that the result of that disclosure will lead to an activity precluded under 1 or 2 above.

a)Entering into a PA deal or purchasing a contract of insurance, the purpose of which is to hedge away the risk of any downward adjustment in deferred remuneration which that member of staff may be entitled to receive under the firm's remuneration policy.

A person will be considered to have undertaken such personal hedging if: a) The staff member enters into a contract with a third party; and

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b)The contract requires the third party to make payments directly or indirectly to the staff member that are linked to or commensurate with the amounts by which the staff member's variable remuneration has been reduced.

Failure on the part of members of staff or their Connected Persons to follow these procedures will be regarded as a disciplinary matter under the rules and procedures set out in the Code. If it is determined that gross misconduct has taken place, the member of staff may be subject to instant dismissal without payment in lieu of notice (If you are in any doubt as to whether an intended transaction for yourself or for a Connected Person is subject to the rules of the Policy you should check with the Compliance Department beforehand).

The remainder of this policy details the following information:

4.3Application of Personal Account Dealing Policy

4.4Prohibited and Exempt Securities and Transactions

4.5Practical Procedures for Obtaining Permission

4.6Practical Procedures to be followed in Special Circumstances

4.7Reporting Requirements

4.8Summary table of Security Types and Pre-Clearance and Reporting Requirements

4.3Application of Personal Account Dealing Policy

The PA dealing rules apply to the following:

•All those listed in section 1.1 of this Policy

And 'Connected Persons' which include:

•Immediate family (immediate family includes spouses, co-habitees, children under the age of 18 and immediate family members sharing the same household. It would also include parents/in-laws or other persons where decision making as to their investments is taken by them under advice from the member of staff);

•Organisations for whom members of staff have an active investment advisory input (this could include charities, churches, clubs etc);

•Trusts where as trustee the member of staff exercises investment influence (i.e. as sole trustee or a trustee exercising a considerable influence. In this case the trust must be made aware of the connection with Baillie Gifford & Co and must be requested to report transactions in securities of companies under our management to the member of staff serving as a trustee. He should then report the transaction to the Group Compliance and Legal Director); and

•Syndicates where friends/family group together for the purpose of purchasing shares

Throughout this Policy, the above categories are referred to as Connected Persons.

The Policy applies to the following types of instruments ("covered securities"):

•equities

•bonds;

•ETFs

•derivatives;

•BG OEICS;

•Investment Trusts and other close end vehicles;

•private companies; and

•spread betting on financial instruments.

It also applies to any investment in any of the above instruments through a wrapper product such as an ISA, SIPP, share plan, Variable Insurance Product or the Baillie Gifford workplace pension available through Aegon's ARC platform.

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The table in section 4.8 sets out various security types and transactions and whether they are covered by the Personal Account Dealing Policy, Preclearance and Reporting Requirements.

If a member of staff is in any doubt as to whether an instrument is included or not in the Policy they should contact the Compliance Code of Ethics Team or email [email protected] .

4.4 Prohibited and Exempt Securities and Transactions

4.4.1. Prohibited securities and transactions

No member of staff is permitted to purchase or sell, directly or indirectly, any security in which he or she acquires any direct or indirect personal holding and which, to his or her knowledge, is currently being purchased or sold by Baillie Gifford or which, to his or her knowledge, Baillie Gifford is actively considering recommending for purchase or sale. These prohibitions shall continue until the time that Baillie Gifford decides not to recommend such purchase or sale, or if this recommendation is made, until the time that Baillie Gifford completes, or decides not to enter into, the recommended purchase or sale. These prohibitions also apply to any purchase and sale by any member of staff of any convertible security, option, warrant or other derivative security, or any private placement of any issuer whose underlying securities are being actively considered for recommendation to, or are currently being purchased or sold by, Baillie Gifford. Any profits realised on trades made by members of staff within the proscribed period may require to be disgorged, particularly where the member of staff had, or was in a position to have had, knowledge of the fact that securities were being purchased or sold on behalf of Baillie Gifford's clients.

4.4.2. Exempt securities and transactions

4.4.2.1 Securities exempt from pre-clearance requirements

The pre-clearance and reporting obligations shall not apply to the following exempt securities:

a)purchases or sales of securities that are direct obligations of the government of the United States or United Kingdom, bankers' acceptances, bank certificates of deposit, commercial paper, high-quality short-term debt instruments (including repurchase agreements);

b)shares of money market mutual funds;

c)shares of registered open-end management investment companies other than the Baillie Gifford sponsored OEICS and mutual funds;

d)shares of US unit investment trusts (i.e. variable insurance contracts that are funded by insurance company separate accounts organised as unit investment trusts) that are invested exclusively in one or more registered investment companies. Please note that UK Investment Trusts are not exempt securities and that pre-clearance requirements apply.

e)FX or cryptocurrency transactions

The pre-clearance requirements shall not apply to the following transactions (although revised holdings will need to be disclosed in your Annual Code of Ethics Declaration):-

4.4.2.2 Transactions exempt from pre-clearance requirements

a)purchases effected upon the exercise of rights (e.g. automatic reinvestment of dividends) provided by an issuer pro rata to all holders of a class of its securities to the extent such rights were acquired from such issuer, and sales of such rights so acquired;

b)personal transactions effected under a discretionary portfolio management service where there is no prior communication in connection with the transaction between the portfolio manager and the relevant member of staff or other person for whose account the transaction is executed;

c)personal transactions in any default fund available in Baillie Gifford's workplace pension available through Aegon's ARC platform;

d)ongoing monthly transactions in an automatic investment plan, where permission was obtained for the initial investment and there has been no change to the standing instruction thereafter;

e)sales automatically placed by the broker to cover ongoing management fees.

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4.4.3. Prohibition on short-term profits

No member of staff may engage in the purchase and sale, or sale and purchase, of the same (or equivalent) securities within 60 calendar days. All profits realised on such short-term trades will normally require to be disgorged. Subject to pre-clearance a securities transaction which occurs within the 60-day period as a result of a change in personal circumstances which takes place or becomes known during the period may not be considered a violation of this section or subject to the disgorgement rule upon review and approval of the Group Compliance and Legal Director.

4.4.4. Investor PA trades ("Blackout Period")

Investment Personnel are not permitted to PA trade in the seven calendar day period after a fund/strategy that they are involved in has traded in the same security.

In addition, Investment Personnel are not permitted to PA trade in the seven calendar day period before a fund/strategy that they are involved in trades in the same security, where they were aware, at the point of requesting permission to trade and at the point of placing their PA dealing instruction, that a client order in that security was pending.

All profits realised on trades by Portfolio Managers within the proscribed period will normally require to be disgorged.

4.5 Procedures for Obtaining Permission

Prior to undertaking a PA Deal, members of staff are required to:

•obtain permission to use their desired broker (it is only necessary to follow this procedure on the first occasion of using a particular stockbroker); and

•to obtain internal pre-clearance from the Code of Ethics System (every time a PA deal is undertaken).

It is important that members of staff take all reasonable steps to ensure that these procedures are followed by whoever is dealing. The onus is on the member of staff to obtain permission and ensure that contract notes are sent to the Head of Group Compliance Staff Regulatory Responsibilities where the dealing is for a Connected Person.

4.5.1. Procedures for obtaining broker permission

Before a member of staff or a Connected Person begins to effect a transaction with a particular firm of stockbroker's permission must be obtained to use that broker. It should be noted that this also applies to on-line dealing. The reason for this permission is to inform the Broker that the member of staff works for Baillie Gifford and to ensure that brokers supply to the Head of Group Compliance Staff Regulatory Responsibilities, no later than 30 days after the end of the quarter in which the trading activity occurred, duplicate copies of confirmations of all personal securities transactions. Such confirmations may also contain a statement declaring that the reporting or recording of any such transaction shall not be construed as an admission that the member of staff making the report has any direct or indirect beneficial ownership in the security.

Each confirmation received from the broker shall be treated confidentially and will be maintained on file by the Compliance Department. The reports are, however, available for inspection by authorised members of the staff of regulatory authorities supervising Baillie Gifford's investment business.

Note: No broker confirmation letters are required for transactions undertaken in an automatic investment plan, including the Baillie Gifford workplace pension available through Aegon's ARC platform. Furthermore, no Non– Executive Director of a Baillie Gifford company shall be required to report or provide broker confirmation unless the Director knew or should have known that during the 15 calendar days before and after such Director's transaction in any security, Baillie Gifford purchased or sold the same security, or Baillie Gifford considered purchasing or selling the same security.

In addition, broker confirmation letters may not be required if your broker operates a transaction data feed to Baillie Gifford's Code of Ethics System (although your broker may require a separate declaration for this).

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Please contact [email protected] for further details.

Every member of staff must (for their own dealing and that of a Connected Person):

•Notify the firm of stockbrokers that they work at Baillie Gifford & Co;

•Not accept or request any credit or special dealing facilities in connection with his dealings (The only exception to this rule is that the Management Committee may give special dispensation for members of staff to agree on rates. Where this permission is given the details must be supplied to the Compliance Director);

•Notify the Head of Group Compliance Staff Regulatory Responsibilities that they or their Connected Person proposes to deal with the particular firm of stockbrokers and obtain his permission to do so;

•Prepare the relevant Broker Authorisation letter (either member of staff letter or Connected Person). Take two copies of the letter, both copies must be signed by the Head of Group Compliance Staff Regulatory Responsibilities with one being sent to the stockbroker and the other copy sent to the Head of Group Compliance Staff Regulatory Responsibilities ; and

•Ensure that a copy of the contract note is sent by the stockbroker to the Compliance Director or an electronic confirmation if provided through an on-line dealing service.

The 'quick guide' document sets out the procedures for obtaining broker consent via a data feed through the Code of Ethics System.

Click on the appropriate link below to obtain a copy of the Baillie Gifford Broker Notification Letter, required for brokers without a data feed:

Letter 1 (Broker authorisation for member of staff)

Letter 2 (Broker authorisation for Connected Persons)

4.5.2. Procedures for obtaining internal permission

In addition to broker permission being obtained, members of staff are also required to obtain electronic internal pre- clearance from the Code of Ethics System. Pre-clearance of a PA deal will remain valid until close of business on the next business day from the time permission is obtained. If the proposed transaction is not completed during the period in which the pre-clearance is granted, the member of staff must seek additional pre-clearance prior to completing the transaction. In the case of postal deals (e.g. deals that require an application form or instruction form to be completed, i.e. dealing is not direct through a broker); your dealing instruction should be sent within this pre-clearance period, although the trade itself does not have to be executed.

The 'quick guide' video sets out the procedures for submitting Trade Requests through the Code of Ethics System.

PA Dealing information will be reviewed and monitored by the Compliance Department. Should the monitoring conducted by the Compliance Department detect a potential violation of this Code or any apparent trading irregularity, that Department shall take whatever steps deemed appropriate under the circumstances to investigate said potential violation or trading irregularity. If the Compliance Department reasonably believes a violation or trading irregularity to exist, said violation or trading irregularity shall be reported to the Legal and Compliance Partner.

4.6 Practical procedures to be followed in special circumstances

Remote Access to the Code of Ethics System: Remote access is available on all Baillie Gifford devices. If a member of staff is away from the office (e.g. on business or on holiday), trade requests can be submitted through all BG devices.

Maternity/Parental Leave: If you are out of the office on maternity leave, or a period of flexible parental leave exceeding four weeks, there is no requirement for you to obtain PA dealing permission for any trades conducted by you (or a Connected Person) during this leave. If applicable, shareholdings in the Code of Ethics System can be amended upon your return to the office.

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Limit Orders: The use of buy or sell limit orders is not prohibited under this policy, however, these must be carefully managed by members of staff as pre-clearance is only valid until close of business on the next business day from the time permission is obtained. If, upon expiry of the permission period, the limit price has not been met, the member of staff must obtain fresh permission via the Code of Ethics System or ensure the limit instruction is cancelled.

Stop Loss Orders: As for limit orders, stop loss orders (i.e. instruction to automatically sell securities if the share price reaches a pre-determined minimum price) are not prohibited under this policy, however, these must be carefully managed by members of staff as pre-clearance is only valid until close of business on the next business day from the time permission is obtained. If you wish to maintain a stop loss instruction beyond the permission period, fresh permission must be obtained via the Code of Ethics System.

4.7 Reporting Requirements

4.7.1. Initial reporting requirements

All new members of staff are required to disclose all personal securities holdings in which they have any direct or indirect holdings to the Compliance Department, within 10 days of commencing employment. The information provided must be current and no more than 45 days prior to the date the person joined the firm. Initial Code of Ethics Declarations must be submitted to Compliance who will record any holdings in the Code of Ethics System.

4.7.2. Annual reporting requirements

Each member of staff is also required to file an annual report disclosing all personal securities holdings by 1 February of each year. The information must be current as of a date no more than 45 days prior to the date the report was submitted. Annual Code of Ethics Declarations must be submitted electronically via the Code of Ethics System. The 'quick guide' video sets out the procedures for submitting an Annual Declaration via the Code of Ethics System .

Note: Declarations must include shares owned through an automatic investment plan. Each declaration may also contain a statement declaring that the reporting or recording of any such transaction shall not be construed as an admission that the member of staff making the report has any direct or indirect beneficial ownership in the security. Non–Executive Directors of Baillie Gifford companies are not required to provide initial or annual Code of Ethics Declarations.

4.7.3. Specific Requirements for BGA(HK)

Semi-Annual Holdings Disclosure – This requirement applies to all BGA(HK) employees, licenced persons, Managers-in-Charge, Directors, other than non-executive directors and it is in addition to the annual declaration. Each member of staff is required to file a report disclosing all personal securities holdings semi-annually in January and July each year. The information must be current and no more than 45 days prior to the date the report is submitted. Holdings reports must include shares owned through an automatic investment plan. This semi-annual exercise is coordinated and managed by the Compliance Department.

4.8 Summary table of Security Types and Pre-Clearance and Reporting Requirements

This list is not all inclusive and may be updated from time to time. Please contact the Compliance Code of Ethics team for guidance as needed or email [email protected] .

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Covered by

Include in

Code of

Security Type

Pre-clearance

Code of

Ethics Policy

Required?

Ethics

("Covered

Declaration?

Security")?

Equity securities (publicly traded)

Yes

Derivatives (futures and options)

Yes

Corporate Bonds

Yes

Government securities

BG managed Investment Trusts

Yes

Non-BG managed Investment Trusts

Yes

BG managed OEICs

Yes

Non-BG managed OEICs, Unit Trusts, mutual funds or other open-end vehicles

Private companies:

Yes

• New issues, IPOs, private placements;

•

Equity Crowd funding.

Venture Capital Trusts ("VCTs"), Enterprise Investment Scheme ("EIS"), business angel

Yes

investments.

Spread betting on a covered security

Yes

Spread betting on financial markets or non-financial instruments

ETFs ("Exchange traded fund")

Yes

Cash ISAs

Cryptocurrencies

Structured Deposits in instruments covered by the Policy, e.g. shares, corporate bonds etc.

Yes

Structured Deposits in instruments not covered by the Policy, e.g. indices, exchange rates

etc.

Certificate of Deposit

Fixed Term Deposit

Fixed Term Bond

Peer-to-peer lending

Default fund(s) investments held within Baillie Gifford's workplace pension (ARC)

Covered securities held within Baillie Gifford's workplace pension (ARC)

Yes

Investments within the Baillie Gifford Select SIPP

Yes

Covered securities held within an ISA, SIPP, share plan or Variable Insurance Product.

Yes

Covered securities held within a discretionary portfolio management service

Yes

Covered securities acquired as a result of a corporate action*:

Yes

• Bonus (or Scrip) issues;

•

Rights issues;

•

Takeovers;

•

Reorganisations;

*where the member of staff has no influence over the timing and/or it is a set price (note:

any subsequent sale of these securities would require pre-clearance).

Sale of nil-paid rights or the part sale of nil-paid rights to fund a partial take up of new

Yes

shares.

Free shares acquired as a result of de-mutualisation (note: any subsequent sale of these

Yes

securities would require pre-clearance).

Employee Incentive Share Schemes (Connected Persons):

• Putting money aside for the future purchase of shares;

• Buying shares at a set date and price;

Yes

• Any subsequent sale of these shares

Yes

Monthly direct debit investments (in covered securities):

Yes

•

Initial monthly investment;

• Ongoing monthly investments (if no change to initial instruction);

Yes

• Change to initial instruction (increase, decrease, cancel, switch).

Yes

Transfer of covered security:

Yes

Yes*

• from one person to another;

• from one product to another;

where there is no change to the underlying holding (excluding shares sold to cover fees).

* you will need to inform Compliance of the new account where the shares will be held.

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5. Inducements Policy

An area where a conflict of interest may arise is in the context of the giving or receipt of a gift or hospitality which may be viewed as a form of inducement.

Baillie Gifford must take reasonable steps to ensure that it and any person acting on its behalf does not pay or accept any fee or commission or provide or receive any non-monetary benefit if it is likely to conflict to a material extent with any duty that Baillie Gifford owes to its customers or any duty which the recipient firm owes to its customers.

This Inducements Policy sets out the principles and procedures which all members of staff within Baillie Gifford must adhere to with regard to the giving or receipt of a gift or hospitality or anything else which may be viewed as an inducement, such as donations or political contributions.

The overriding principle is that all members of staff should not accept gifts, favours, entertainment, hospitality or other inducements of material value that could be seen as likely to influence their decision-making or make them feel beholden to a person or other firm.

Similarly, Baillie Gifford and its members of staff should not offer gifts, favours, entertainment, hospitality or other inducements of value that could be viewed as overly generous or aimed at influencing decision-making or making the recipient feel beholden to Baillie Gifford or that member of staff.

Note: These general principles apply in addition to the more specific guidelines set out below. However, the guidelines do not attempt to cover every situation and must be interpreted in the light of the particular circumstances of each case. If you are in any doubt about any particular situation, you should consult with your Head of Department or the Compliance Department.

The remainder of this policy details the following information:

5.1Guidelines for Gifts & Entertainment, Donations and Political Contributions.

5.2Restrictions in Connection with the Sale of Packaged Products, i.e. OEICs.

5.3Packaged Products Guidance on Reasonable Indirect Benefits

5.4FINRA Specific Requirements for Registered Persons of BGFS

5.5Specific Requirements for BGA(HK)

5.1Guidelines

5.1.1. Application to all staff

The general principles and guidelines apply to all staff within Baillie Gifford irrespective of whether they are in direct contact with clients or potential clients or not.

5.1.2. Application to all third parties

Whilst the FCA and CBI requirements relate to managing or minimising conflicts which affect the services provided to our clients and to firms who in turn are advising clients, our principles also apply to other third parties who supply goods or services, whether these are supplied to clients or on the clients' behalf or are supplied to Baillie Gifford itself. This ensures that the standards set are consistently applied by all staff and for all relationships.

5.1.3. No Solicitation

Baillie Gifford expressly prohibits staff from soliciting for themselves or for members of their family or for the firm itself, gifts, hospitality, entertainment or anything of value from a client, potential client, supplier or any other entity with which Baillie Gifford does business (other than fees and expenses properly due and payable).

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5.1.4. No Cash Gifts

No member of staff may give or accept any financial instruments, including cash gifts to or from a client, potential client, or any entity that does business with or on behalf of Baillie Gifford. This applies equally to the giving or receiving of promotional competition prizes.

5.1.5. Donations

As a general rule, no cash donations should be made in connection with our clients or prospective clients. Donations of non-cash prizes are acceptable, providing they meet the criteria in the Inducements policy. Cash donations are more likely to be viewed as giving rise to a conflict and our general policy is that these should be avoided. Any cash donations which are proposed, as an exception to the general rule, should be pre-cleared with the Group Compliance and Legal Director. For example, it may be permissible to make a cash donation to a charity on the death of a long standing contact as a client, although the amount of the donation should be carefully considered.

Please note that this does not affect charitable donations, approved via our Sponsorship Committee, which are not connected with our clients or prospects.

5.1.6. Political Contributions Policy

Political contributions by financial services firms and their personnel have come under increased regulatory scrutiny in the US. Regulators have expressed concern that some in the financial services industry are inappropriately influencing the awarding of business for state and local government entities by making political contributions to officials holding or running for office. These 'pay-to-play' activities are now restricted by numerous federal, state, and local laws. The Securities and Exchange Commission (SEC) has enacted a pay-to-play rule for investment advisors. This rule restricts the political contributions and political fundraising activities that may be engaged in by investment advisors and their personnel. The consequences for violations of the SEC rule and other state and local laws are significant. In the event of a violation, Baillie Gifford could be prohibited or restricted from doing business with certain government entities.

Given the scale of our activities in the US, the following procedures apply to all staff within Baillie Gifford, irrespective of whether they are in direct contact with clients or potential clients or not, and to their 'connected persons' (see section 4.3 of the Code of Ethics for a definition of connected persons). There will also be additional reporting obligations for US based staff. The requirements are as follows:

1.All members of staff are required to obtain preclearance from the Compliance Department before either they or a connected person:

•make any political contributions, either directly or indirectly, to US federal, state or local officials; or

•participate in any political fund-raising activity in the US.

Preclearance requests should be submitted by email to Baillie Gifford's US based Compliance Counsel and the Code of Ethics Team.

2.All members of staff must confirm on an annual basis, that they have disclosed to the Compliance Department any political contributions made to US federal, state or local officials and any political fund-raising activity in the US. This disclosure will form part of the Annual Code of Ethics Declaration that staff submit via the Code of Ethics System.

3.In addition to requirement (2) above, US based staff must confirm on a quarterly basis that they have disclosed to the Compliance Department any political contributions made to US federal, state or local officials and any political fund-raising activity in the US. The disclosure should be submitted via the Code of Ethics System upon request from the Compliance Department.

4.Upon joining the firm, all new members of staff must disclose to the Compliance Department any political contributions made to US federal, state or local officials and any political fund-raising activity in the US within the previous two years. This disclosure will form part of the existing Personal Compliance Responsibilities Certificate that all new staff are required to submit upon joining the firm.

Whilst strictly speaking the above requirements apply to US political contributions only, members of staff should also give due consideration to all other political contributions (UK or otherwise) from a general conflict of interest and

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transparency perspective. Staff should disclose to the Compliance Department, any political contributions that may give rise to an actual conflict of interest, a potential conflict of interest or the perception of one.

5.1.7. De Minimis Gifts

Gifts given or received which are of a de minimis nature due to their characteristics or likely cost are unlikely to give grounds for suggestions of undue influence and are therefore exempt. Typical examples of de minimis gifts would include umbrellas, diaries and pens with advertising logos for the donor company.

The Compliance Department should be consulted in any questionable situation.

5.1.8. Gifts which are not De Minimis

All gifts given or received which are not de minimis must be recorded in the Code of Ethics System. It is generally acceptable for members of staff to retain gifts received that are below £50 in value (or equivalent in another currency), provided this is not with undue frequency. In the case of gifts received above £50 in value (or equivalent in another currency), the member of staff concerned should consult with their Head of Department as to the appropriate course of action. In the majority of cases gifts above £50 (or equivalent in another currency) which are received should be:

•surrendered to the Events Team for use for charitable purposes or distribution as part of the firm's annual Christmas raffle;

•returned to the third party concerned; or

•distributed amongst the Department in the case of perishable gifts, e.g. hampers.

Where the member of staff wishes to retain a gift above £50 (or equivalent in another currency), then he or she should pay for the estimated cost of the gift above this limit and this amount should be given to the Finance Department for use for charitable purposes.

Similarly, gifts above £50 in value (or equivalent in another currency) should generally not be given by a member of staff.

5.1.9. Promotional Competition/Prizes

In offering any promotional competition or prizes, the member of staff responsible should:

•consider the likely impact or influence the prize would have on the recipient; and

•consult with a Partner or the relevant Board on the likely impact of the competition on the brand of Baillie Gifford.

In all cases the prize offered should be of reasonable value, i.e. it should not be excessive or inappropriate.

Any competition prizes won by a member of staff at a business-related event, e.g. a conference or seminar, should be recorded for transparency in the Code of Ethics System.

5.1.10. Business Lunches/ Dinners

The establishment and maintenance of strong relationships with our clients, suppliers, intermediaries and consultants is integral to our ability to provide effective investment management services. Routine business lunches or dinners are good mechanisms for building and maintaining relationships and are unlikely to give grounds for suggestion of undue influence unless they become overly frequent or are unduly lavish.

Routine business lunches and dinners given do not require to be reported. These should be recorded in Baillie Gifford's expenses system. The Business Expense Claims procedure will provide an adequate control over the magnitude of costs incurred by Baillie Gifford when giving such lunches and dinners.

Many of Baillie Gifford's clients (particularly those covered by ERISA) are subject to specific reporting requirements regarding their acceptance of business lunches and dinners. In order for Baillie Gifford to ensure that it is able to provide clients with their required information, the following additional information should be recorded on the Business Expense Claim Form, with respect to any clients for whom we have hosted a business lunch or dinner:

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•The name of the client being entertained;

•The names of the individuals being entertained;

•The total cost of the lunch or dinner.

Generally, routine business lunches and dinners received do not need to be reported. The exception to this is business lunches and dinners received from UK or European financial institution or intermediary that provides advice or portfolio management services to retail clients (UK/EU MiFID firms). Such lunches and dinners do need to be recorded in the Code of Ethics System.

5.1.11. Entertainment/Hospitality Given

All members of staff must exercise discretion in offering hospitality. Members of staff should not provide extravagant or excessive entertainment to a client, prospective client, or any person or entity that does or seeks to do business with or on behalf of Baillie Gifford or our clients. Similarly, a member of staff should not provide entertainment to such parties with undue frequency.

With the exception of occasions where the client is a UK/EU MiFID firm (see below), members of staff may provide entertainment or hospitality, such as a dinner (unconnected with business), sporting, charitable or cultural event of reasonable value provided that the person or Baillie Gifford is present at the event. If the person or Baillie Gifford is not present, then the entertainment becomes a gift and the procedures in section 5.1.8 apply, i.e. gifts above £50 (or equivalent in another currency) should generally not be given by a member of staff.

In considering the hospitality or entertainment event, you should note that attending expensive or exclusive sporting or cultural events can draw criticism. Invitations should not be offered if they could be construed as being unusual or risk creating a sense of obligation to the host or bias in their favour.

In situations of any doubt, consult with your Head of Department.

All entertainment or hospitality must be recorded in the Code of Ethics System.

In many cases the value of an event will not be clear. Here, you should give your best estimate of the value at the time the decision is taken, considering the street value of the event in the eyes of a third party.

An acceptable minor non-monetary benefit is one which is capable of enhancing the quality of service provided to the client and consists of hospitality of a reasonable de minimis value such as food and drink during a business meeting, conference, seminar or training event. Baillie Gifford have set a de minimis limit of £100 (or equivalent in another currency) per head to allow a reasonable level of hospitality at business events. "Standalone" hospitality that is not directly linked to a business event, e.g. sporting events, is no longer permitted. These restrictions apply to hospitality provided to UK/EU MiFID firms only and not to hospitality provided to UK or Overseas segregated clients or suppliers).

5.1.12. Entertainment/Hospitality Received

All members of staff must exercise discretion in accepting hospitality. Members of staff should not accept extravagant or excessive entertainment from a client, prospective client, a business in which Baillie Gifford invests, or any person or entity that does or seeks to do business with or on behalf of Baillie Gifford or our clients. Similarly, a member of staff should not accept entertainment from such parties with undue frequency.

Members of staff may accept entertainment or hospitality, such as a dinner (unconnected with business), sporting, charitable or cultural event of reasonable value provided that the person or firm providing the entertainment is present at the event. If the person or firm is not present, then the entertainment becomes a gift and the procedures in section

5.1.8apply, i.e. gifts above £50 (or equivalent in another currency) should generally not be accepted by a member of

staff.

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It is the policy of the firm not to accept standalone hospitality from broker firms. For this purpose, standalone hospitality would include invitations to and attendance at sporting or cultural events and any associated travel, accommodation, drinks and meals. This policy would not affect routine business lunches or dinners, or reasonable hospitality attached to conferences or other educational events or social events which are distributed widely and of a de minimis nature (i.e. under £100 (or equivalent in another currency) per head). This covers by way of example a broker drinks evening at which the broader asset management community is invited.

In considering the hospitality or entertainment event, you should note that attending expensive or exclusive sporting or cultural events can draw criticism. Invitations should not be accepted if they could be construed as being unusual or risk creating a sense of obligation to the host or bias in their favour.

In situations of any doubt, consult with your Head of Department.

All entertainment or hospitality must be recorded in the Code of Ethics System.

Do not hesitate to ask the host for further information about the event (e.g. cost) in order to reach a decision.

5.1.13. Travel/Accommodation Costs

In the case of a member of staff receiving hospitality or entertainment, travel and accommodation costs should be paid for by that member of staff or a request made to the organiser of the event that the individual member of staff be invoiced for these costs. Where the third party has arranged a discounted hotel rate or other reduction in the cost of the accommodation or travel, it is reasonable for the member of staff to accept this reduced rate. Likewise, where the host provides communal transport which is not excessive or unduly lavish, for example the use of a mini bus.

In the case of Baillie Gifford offering hospitality, travel expenses will ordinarily be paid for by the recipient of the entertainment or hospitality. However, there may be occasions where reasonable accommodation costs can be provided by Baillie Gifford subject to this meeting the general principles of this Policy.

5.1.14. Disclosure

A key aspect of Baillie Gifford's Inducements Policy is disclosure. Under our procedures, all gifts (other than de minimis) and hospitality which are given or received are recorded in the Code of Ethics System. Disclosures should be made to your normal gifts and entertainment representatives for Trading, Investors and Clients Department, and Compliance for all other departments.

Likewise, all members of staff should consider if an inducement which has been offered or received should be disclosed to a client, or potential client. This will depend upon the circumstances of each case. As an example, where a fee is paid to a third-party consultant in order to place details of Baillie Gifford on a consultant database, we should disclose this payment to any potential client of the consultant who considers us for an investment mandate.

5.1.15. Client Specific Code of Ethics Requirements

A small number of Baillie Gifford's clients have specific code of ethics requirements which go beyond Baillie Gifford's Inducements Policy. Members of staff, and Client Contacts in particular, should consider these additional requirements when giving gifts and/or entertainment to these clients.

For record keeping purposes, Compliance maintain a list of clients with specific Code of Ethics requirements.

5.2 Restrictions in Connection with the Sale of Package Products, i.e. OEICs

If a firm is required to disclose commission (or commission equivalent) (under COBS 6.4) to a client in relation to the sale of a packaged product, a member of staff should not enter into any of the following arrangements:

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•volume overrides where commission (or commission equivalent) paid in respect of several transactions is more than a simple multiple of the commission (or commission equivalent) payable in respect of one transaction of the same kind; and

•an agreement to indemnify the payment of commission (or commission equivalent) on terms that would or might confer an additional financial benefit on the recipient in the event of the commission (or commission equivalent) becoming repayable.

5.3Packaged Products Guidance on Reasonable Indirect Benefits

The general principles at the beginning of this section are particularly important in relation to packaged products. Staff must not pay or accept any fee or commission or provide or receive any non-monetary benefit if it is likely to conflict to a material extent with any duty the firm owes to its customers or any duty which the recipient firm (which includes independent intermediaries) owes to its customers.

In relation to the sale of packaged products, we are only able to provide minor non-monetary benefits if they are designed to enhance the quality of service to the client. The list below indicates the kind of benefits that are capable of enhancing the quality of the service provided to a client and, depending on the circumstances, are capable of being given or received without conflicting with client's best interests. However, these need to be considered on a case by case basis.

Benefits are unlikely to give rise to conflicts if they are:

•reasonable and proportionate,

•of a limited scale and nature,

•do not need to be relied upon by the intermediary,

•could reasonably not be expected to result in the channelling of business from the intermediary to Baillie Gifford, and

•do not result in the intermediary recovering more than its reasonable costs.

The list below summarises the kind of reasonable non-monetary benefits which the provider firm can give or receive. This list is summary only and any member of staff should contact the Compliance Department for further guidance before deciding whether to give or accept the benefit (* = only if available to independent intermediaries generally):

1.Gifts, hospitality and promotional competition prizes of a reasonable value. Gifts and corporate hospitality given to intermediaries must not exceed an aggregate limit of £1,000 (or equivalent in another currency) per intermediary firm, per calendar year. This limit applies to gifts and corporate hospitality only and excludes conferences, seminars and training events. For large intermediary firms, the £1,000 (or equivalent in another currency) limit can be applied at regional office level. In addition, events must be designed for business purposes that result in advisers being able to provide a better service to their customers.

2.A product provider can assist another firm to promote its packaged products so that the quality of its service to clients is enhanced.

Points (3) to (6) in relation to joint marketing exercises:

3.Generic product literature (letter heading, leaflets, forms and envelopes) as long as the literature enhances the quality of the service to the client and is not primarily of promotional benefit to the product provider, and the distribution cost is borne by the intermediary.

4.Freepost envelopes*

5.Product specific literature (for example, key features, minimum information) subject to specific conditions.

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6.Draft articles, news items and financial promotions for publication in the intermediary's magazine as long as any cost borne by the provider firm is not more than market rate and excludes any distribution costs.

7.Take part or pay towards the cost of seminars and conferences organised by another firm as long as it is:

•For a genuine business purpose

•Reasonable and proportionate.

Any costs paid should be associated with the level of Baillie Gifford's participation and by reference to the time that Baillie Gifford staff have played an active role. Baillie Gifford should not be paying all an advisory firm's costs incurred in running a seminar or conference.

8.Freephone link *

9.Technical services

•Quotations and projections relating to its packaged products and advice on completion of forms or other documents

•Access to data processing facilities or to data related to the firm's business

•Access to 3rd party electronic dealing or quotation systems

•Software giving information about the firm's packaged products. Any payments to an intermediary that go beyond that which is required to operate software supplied by Baillie Gifford would not be permitted. Likewise, any payments to develop an intermediary's general IT systems would not be permitted.

10.Generic technical information in writing, not necessarily related to the firm's business* or if it is of a specialist nature is made available to a particular class of intermediary.

11.Training facilities (lectures, venues, written material, software) *

If Baillie Gifford is giving an advisory firm training on the features and benefits of its products or services, the training should be made reasonably available to all advisory firms that could recommend Baillie Gifford's products, even if only on a first-come, first-served basis.

Please note, that whilst this section applies to packaged products, the arrangements in (12) above can also be applied to our institutional business, although consideration must be given to overseas clients with specific code of ethics requirements on inducements.

5.4 FINRA Specific Requirements for Registered Persons of BGFS

Registered persons of BGFS are not permitted to give or receive any gifts of value in excess of $100 per individual per year to another FINRA member's registers persons.

Small gifts of less than $100 per year per recipient are aggregated toward the annual gift limit. For further information on BGFS's Gifts and Entertainment policy, please see the BGFS Written Supervisory Procedures.

5.5 Specific Requirements for BGA(HK)

Employees and Licensed Representatives of BGA(HK) are bound by the HKD equivalent (on a day to day basis) of all GBP values quoted within this policy.

As such, employees and Licensed Representatives are not permitted to give or receive any gift of value in excess of the HKD equivalent of £50.

6. Acknowledgement and Certification

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6.1 Receipt and Acknowledgement of the Code

All members of staff are required to receive a copy of the Code of Ethics and any amendments to the Code of Ethics. All members of staff are required to complete an annual certification, confirming that they have read the Code of Ethics and acknowledging that they are subject to its requirements. Further, all members of staff confirm through the annual certification that they have complied with the Code and that they have disclosed or reported all information required to be disclosed or reported according to the requirements of the Code.

All certifications of receipt of the Code shall be filed with the Compliance Department by submitting a Certificate of Compliance.

6.2 Annual Report to Baillie Gifford Boards

The Group Compliance and Legal Director will prepare and submit to the appropriate Baillie Gifford Boards an annual report which:

•certifies that the firm or investment company as appropriate has adopted procedures designed to prevent Access Persons from violating the Code;

•identifies any violations of the current procedures for personal securities investing and management's recommended response; and

•makes any recommended changes in the procedures, as appropriate, based on operating experience under the Code, evolving industry practices or amendments to applicable laws or regulations.

CODE OF ETHICS

2022

Baillie Gifford & Co Head Office

Calton Square, 1 Greenside Row, Edinburgh EH1 3AN

Telephone +44 (0)131 275 2000 www.bailliegifford.com

SIMNA INC. CODE OF ETHICS

SCOPE AND PURPOSE

This Code of Ethics (the "Code") for Schroder Investment Management North America Inc. ("SIMNA Inc." or the "Adviser"), is required by The Investment Advisers Act of 1940 and the Investment Company Act of 1940.

The Code applies to all officers, directors and full-time employees of the Adviser ("Access Persons"). Certain part-time employees and consultants to the Adviser may also be deemed as Access Persons and subject to this Code depending on the length of their employment contract and/or their access to sensitive client and/or investment information. Sections of this Code also apply to any persons who work for the firm in a Financial Operations Principal ("FINOPs") capacity. FINOPs are offsite persons who are associated with the firm's affiliated broker dealer, Schroder Fund Advisors LLC ("SFA"). These individuals are deemed "Associated Persons" rather than Access Persons.

In carrying out their job responsibilities, all Access Persons or Associated Persons must, at a minimum, comply with all applicable legal requirements, including applicable securities laws. In addition, all Access Persons or Associated Persons must: maintain professional integrity and behave with ethical conduct; place the interests of clients and the integrity of the investment profession above their own personal interests; use professional judgment when engaging in all professional activities and encourage peers to do the same; and behave in a manner that reflects well on themselves and Schroders.

Any breach by an Access Person or Associated Person of the laws, regulations and procedures outlined in the Code will be deemed to be a violation of the terms of his or her employment and may result in disciplinary action and/or dismissal, in addition to any other penalties or liabilities resulting from such violation.

PERSONAL TRADING

All employees deemed to be Access Persons are subject to the restrictions contained in this Code with respect to their transactions in Covered Securities.

The below securities are considered Covered Securities, and, therefore applicable to the personal trading restrictions and reporting policies contained herein:

•Stocks

•Bonds

•Exchange Traded Funds (ETFs)

•Closed end mutual funds1

•Derivatives of Covered Securities, including options

1Please note that this includes the Schroders-Hartford Securitized Income Fund. More details on this specific fund follow on the next page.

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The below securities are NOT considered to be Covered Securities, and, therefore, are NOT required to be reported to Compliance:

•US open end mutual funds that are not Schroders Funds (see Appendix D for more detail)

•Money market funds

•Unit investment trusts that are invested exclusively in open-end funds that are not Schroders Funds

•Direct obligations of the U.S. Government (i.e., Treasuries).

•Bankers' acceptances, bank certificates of deposit, commercial paper, bitcoins, currencies, repurchase agreements and other high quality short-term debt instruments2

Please note that Access Persons are required to report ALL brokerage accounts that hold or have the ability to hold Covered Securities.

PRE-CLEARANCE

Covered Securities require preclearance approval before being traded.

Some key notes on preclearance:

•Preclearance is obtained via an electronic form on the MyCompliance system

•Preclearance expires at the end of the same business day that it is requested

•Preclearance for securities listed on non-US exchanges is valid until the close of business on the following business day in order to compensate for different time zones

•It is Schroders' policy to discourage excessive personal trading by Access Persons. As such, the number of preclearance requests submitted by employees are reported to senior management on a quarterly basis.

Preclearance approval can be influenced by a variety of factors, including: the sensitivity of the position of the person submitting the request, principal amount of the trade, market capitalization, and trading or investment activity in the security for the benefit of clients. When submitting a preclearance request, you are required to attest that you are not in possession of any inside or material non-public information and that the requested trade does not conflict with any pending client orders that you are aware of.

NOTE: If you fail to pre-clear a transaction in a Covered Security, you may be fined and/or be subjected to a personal trading suspension. Violations of this Policy will be reported to senior management and will result in reprimands that could affect your employment with Schroders.

A special note on the Hartford-Schroders Securitized Income Fund:

In addition to preclearance, under Section 16 of the Exchange Act of 1934, these funds require additional reporting to Hartford and the SEC. Failure to comply with these preclearance and reporting

2High quality short-term debt instruments means any instrument having a maturity at issuance of less than 366 days and which is rated in one of the highest two rating categories by a Nationally Recognized Statistical Rating Organization, or which is unrated but is of comparable quality.

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requirements may result in regulatory violations. Please remember to preclear any transaction in these funds and reach out to Compliance with any questions or issues.

The following transactions do not require pre-clearance:

•Transactions in an account over which the Access Person has no influence or control such as where investment discretion is delegated in writing to an independent fiduciary ("Managed Account" – see page 5).

•Transactions which are non-volitional on the part of the Access Person (e.g., receipt of securities pursuant to a stock dividend or merger, a gift or inheritance). However, the volitional sale of securities acquired in a non-volitional manner is treated as any other transaction and subject to pre-clearance.3

•Purchases of the securities of an issuer through an automatic investment plan which makes periodic purchases (or withdrawals) automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan ("DRIP") 4 . Any such plans should be reported to Compliance prior to them commencing. Any transactions in such a plan other than according to a predetermined schedule are subject to pre-clearance.

•The receipt or exercise of rights issued by an issuer on a pro rata basis to all holders of a class of security and the sale of such rights are permitted without pre-clearance.

•Tender of shares already held into an offer if the tender offer is open on the same terms to all holders of the securities covered by the offer.

•Conversion of convertible securities or participation in exchange offers provided that the conversion or offer is available on the same terms to all holders.

•Transactions in collective investment schemes offered by plans that qualify under Section 529 of the Internal Revenue Code.

•Transactions which are automatically exercised as part of a stop-loss or limit order, provided that the parameters of stop-loss or limit order are placed when the initial trade is initiated.5

INITIAL PUBLIC OFFERINGS

If you wish to purchase an initial public offering, you must obtain permission from the Chief Compliance Officer. In such cases, an Access Person would submit a trade request via MyCompliance which will be routed for Compliance review. Once approved, the Access Person will receive a notice from the MyCompliance system.

3This may include where options are exercised against a call written by the Access Person or where securities are exchanged for cash or other securities as part of a business transaction.

4Please note that the Access Person must speak with Compliance prior to setting up a Dividend Reinvestment Plan. While these automated transactions are not subject to preclearance, special rules relating to the holding policy may be in effect for some of these transactions. Please speak with Compliance for more detail.

5Please note that the use of Stop Loss limits within the 60 day holding period are permitted ONLY if the details of the Stop Loss Order are disclosed to Compliance at the time of the preclearance request.

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HOLDING PERIODS

All Access Persons are strongly advised against short-term trading and are prohibited from making trades that expose them to material open-ended liabilities. This includes short selling, CFD investing, spread betting and leveraged account management without putting an appropriate stop- loss mechanism in place.

Any Access Persons who appear to have established a pattern of short term trading may be subject to additional restrictions or penalties including, but not limited to, a limit or ban on future personal trading activity and a requirement to disgorge profits on short-term trades.

All Covered Securities are subject to a 60 calendar day holding period. Securities may not be sold within 60 days of any purchase in the security, regardless of how long ago the initial investment was made. First in, first out does not apply. The Chief Compliance Officer has exemptive authority to override the 60 day holding policy for good cause shown.

Schroders plc shares purchased in the market (rather than forming part of a remuneration award) are subject to a one-year holding period.

Please note that while Schroders Funds ("Reportable Funds" – Listed in Appendix D) are NOT subject to preclearance, they ARE subject to this 60 day holding policy.

A NOTE ON OPTIONS

Options trading is subject to the aforementioned preclearance and 60 day holding policies. Further detail follows:

•Listed Call Options: You may purchase a listed call option only if the call option has a period to expiration of at least 60 days from the date of purchase and you hold the call option for at least 60 days prior to sale. If you choose to exercise the option, you must also hold the underlying security delivered pursuant to the exercise for 60 days.

•Covered Calls: You may sell (or "write") a call option only if you have held the underlying security (in the corresponding quantity) for at least 60 days.

•Listed Put Options: You may purchase a listed put option only if the put option has a period to expiration of at least 60 days from the date of purchase and you hold the put option for at least 60 days prior to sale. If you purchase a put option on a security you already own, you may only exercise the put once you have held the underlying security for 60 days.

•Selling Puts: You may sell (or "write") a put only if you have held the underlying security (in the corresponding quantity) for at least 60 days.

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COVERED ACCOUNTS

A Covered Account is an account in which you are capable of purchasing Covered Securities, or an account in which you own a beneficial interest (except where you have no influence or control). This includes IRA accounts as well as any 401k account held from a former employer that holds a Covered Security, such as stock of the former employer. Covered Accounts are covered by this policy and are subject to the aforementioned preclearance and holding policies.

Accounts held by your spouse (including his/her IRA or 401k accounts), minor children and other members of your immediate family (children, stepchildren, grandchildren, parents, step parents, grandparents, siblings, in-laws and adoptive relationships) who share your household are also considered Covered Accounts, as are any other accounts over which you exercise investment discretion. In addition, accounts maintained by your domestic partner6 are Covered Accounts under this Policy.

All US-based personnel are required to maintain their Covered Accounts at an Approved Broker as listed in Appendix B unless otherwise exempted for unique circumstances. If an Access Person is permitted to maintain a Covered Account with a non-Approved Broker, the Access Person assumes the responsibility to manually report their transactions in Covered Securities and upload quarterly account statements directly in the MyCompliance system.

Persons on secondment from London or other offices may apply to Compliance for a waiver of the requirement to maintain their Covered Accounts at a US Approved Broker.

MANAGED ACCOUNTS

A Managed Account is an account over which the Access Person has no direct or indirect influence or control. Managed Accounts are still considered Covered Accounts and must be reported to Compliance. Compliance cannot approve a Managed Account until an official discretionary letter from the broker is received which expressly states that the Access Person does not have any investment discretion. Compliance must have a discretionary letter on file for each Managed Account and will request an updated letter periodically. Access Persons with managed accounts will also be required to complete an annual attestation confirming that they did not direct any investment decisions during the year.

Since the Access Person does not have any investment discretion on Managed Accounts, transactions in these accounts are not subject to the preclearance and holding policies; however, Compliance will conduct periodic reviews to check the transactions in Managed Accounts against the Global Stop List.

6A domestic partner is defined as someone that you have a personal relationship with and that you share a household with, share assets, such as personal banking accounts, brokerage accounts, with and/or share housing or childcare expenses with. If you are unsure as to whether this definition is applicable to you, please consult a member of the Compliance team.

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A special note on Managed Accounts:

Managed Accounts must be held with an Approved Broker unless you have previously been given an exemption by Compliance. For new hires, any accounts that the Access Person has held prior to employment at Schroders that must be held with a broker outside of the Approved Brokers list must first receive approval from the Chief Compliance Officer, or his/her delegate.

OPENING A NEW COVERED ACCOUNT

Employees must receive written approval from Compliance before opening a covered account with a broker. This rule applies to all new covered accounts, whether or not the employee already holds other approved accounts with the same broker. This rule also applies to Managed Accounts.

PRIVATE SECURITIES TRANSACTIONS AND TAX SHELTERS

No Access Person or Associated Person may participate in any type of private placement or tax shelter without obtaining the advance consent of their direct supervisor and the Chief Compliance Officer. This request should be submitted electronically through MyCompliance and the system will route it for both line manager and compliance review Only passive investments (without operational, management or promotional duties) are permitted.

Additional capital calls of an already approved private vehicle and/or exiting a private placement or tax shelter, whether by sale or redemption, do not need to be approved but must be reported to Compliance in the Access Person's next quarterly transactions report.

No Access Person or Associated Person who is a Registered Representative licensed with FINRA under the supervision of SFA may receive selling compensation in connection with a private securities transaction or tax shelter not offered through SFA. Any Access Person or Associated Person engaged in selling activity other than in connection with his or her duties as a Registered Representative must obtain prior permission in writing from his or her supervisor and the Chief Compliance Officer.

REPORTING REQUIREMENTS

All personnel are required to complete various filings that are due at certain times of the year. Access Persons will receive notification of these filings and their respective deadlines via MyCompliance. Failure to comply with these time sensitive filings will result in a violation of the Code of Ethics.

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INITIAL REPORTING

No later than 10 calendar days after joining the Adviser, each Access Person must provide Compliance with a list of every Covered Security that s/he owns. The information provided must be current as of a date no more than 45 days prior and must include the title of the security; the exchange ticker symbol or CUSIP; and the number of shares owned (for equities) or principal amount (for debt securities). Access Persons may provide account statements in place of a written list.

Unless approved by the Chief Compliance Officer, all new Access Persons who maintain Covered Account(s) with brokers that are not on the list of Approved Brokers will have to move their accounts within a reasonable timeframe established by Compliance upon their hire. The Chief Compliance Officer will only allow an Access Person to keep a Covered Account with a broker outside of the Approved Brokers list in extenuating circumstances. In such instances, the Access Person owns the responsibility of manually reporting all transactions in Covered Securities and uploading quarterly statements into the MyCompliance system.

QUARTERLY REPORTS

No later than 30 days after the end of each calendar quarter, each Access Person will provide Compliance with a report of all transactions in Covered Securities in the quarter. All information requested on the form issued via MyCompliance must be provided.

Please note that transactions in shares of Reportable Funds7 must be reported at this time.

ANNUAL REPORTS

Within 45 days after the end of the calendar year, each Access Person must report all his/her holdings in Covered Securities as at December 31 of that year. All information requested on the form issued via MyCompliance must be provided.

KNOWLEDGE OF THE CODE AND ANNUAL CERTIFICATION

Each Access Person is responsible for understanding the provisions of this Code. Access Persons will certify, at least annually, that s/he has reviewed the current version of this Code and has complied with its standards. The Code is maintained on the internal Compliance website.

7Transactions in Reportable Funds in the Schroders 401(k) and SERP plans do not need to be reported as Compliance monitors this information outside of the MyCompliance system.

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SELF-REPORTING OF VIOLATIONS

Access Persons and Associated Persons have an obligation to review their own trading to ensure that they have acted in compliance with the provisions of this Code. To the extent that such person determines that s/he has executed a transaction not in compliance with this Code, that person has an obligation to promptly report the violation to the Chief Compliance Officer.

GRANTING OF EXCEPTIONS

The Chief Compliance Officer and the General Counsel may, on a case-by-case basis, grant exceptions to any provisions under this Code for good cause. Any such exceptions and the reasons for granting them will be maintained in writing by the Chief Compliance Officer and presented to the Board of Directors of the Adviser at the next scheduled meeting.

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Adopted:	October 1, 1995
Amended:	May 15, 1996
	May 1, 1997
	June 12, 1998
	June 2, 1999
	March 14, 2000
	August 14, 2001
	June 23, 2003
	October 23, 2003
	December 9, 2003
	May 11, 2004
	January 14, 2005
	December 5, 2005
	March 6, 2006
	September 14, 2007
	September 14, 2009
	March 9, 2010
	June 12, 2012
	June 18, 2013
	June 12, 2014
	May 20, 2015
	September 30, 2015
	May 1, 2017
	December 31, 2017
	May 1, 2019
	April 30, 2020

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APPENDIX A OF THE CODE OF ETHICS – APPROVERS

In the event that the MyCompliance system is not accessible, the US Compliance team is authorized to preclear personal transactions.

Compliance email: [email protected]

MyCompliance: https://my.schroders.com/SitePages/Start.aspx (under the "Apps" section)

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APPENDIX B OF THE CODE OF ETHICS – APPROVED BROKERS

Alliance Bernstein

Charles Schwab

Citibank

E*Trade

Fidelity

Goldman Sachs

Interactive Brokers

JP Morgan Securities / Private Bank

Lending Club8

Merrill Lynch

Morgan Stanley Smith Barney

Royal Bank of Canada (RBC)

TD Ameritrade

Vanguard

Wells Fargo

8Lending Club (and other peer-to-peer lending accounts) where the employee is the lender must be disclosed via the "Outside Activity" section of MyCompliance.

Please note that these accounts require line manager approval prior to being opened.

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APPENDIX C OF THE CODE OF ETHICS – RULE SET

Security Type	Requires	Subject to 60 day
Security Type	preclearance?	holding period?
	preclearance?	holding period?

Equities	Yes	Yes
Exchange Traded Funds	Yes	Yes
Derivatives	Yes	Yes
Fixed Income securities	Yes	Yes
US Open ended Mutual Funds - (other than Reportable	No	No
Funds)	No	No
Funds)
Non US Open ended Mutual Funds - (Not managed by the	Yes	Yes
Adviser or an affiliated adviser )	Yes	Yes
Adviser or an affiliated adviser )
Reportable Funds and Non-US funds managed by	No	Yes
Schroders (outside of your Schroders 401k)	No	Yes
Schroders (outside of your Schroders 401k)
Closed end Funds	Yes	Yes
Initial Public Offerings	Yes	Yes
Private Placements	Yes	n/a
Non-volitional dividend reinvestment transactions and
corporate action elections for which formal public	No	n/a
documents are issued
Schroders plc shares, purchased outside of a	Yes	Yes, one year
remuneration package	Yes	Yes, one year
remuneration package
Direct obligations of the US Government	No	No
Bankers acceptances, commercial paper, repurchase	No	No
agreements, bitcoins, currencies	No	No
agreements, bitcoins, currencies
Crowdfunding & Crowdsourcing – non security based	No	No
Crowdfunding & Crowdsourcing – security based	Yes	Yes

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APPENDIX D OF THE CODE OF ETHICS – REPORTABLE FUNDS

Affiliated Investment Companies Advised by SIMNA

The Swiss Helvetia Fund, Inc.

Schroder North American Equity Fund

Schroder Emerging Markets Small Cap Fund

Schroder Long Duration Investment-Grade Bond Fund

Schroder Short Duration Bond Fund

Schroder Total Return Fixed Income Fund

Affiliated Investment Companies Sub-Advised by SIMNA

AZL Schroder Emerging Markets Equity Fund

Brookfield Real Assets Fund

Consulting Group Capital Markets Funds – International Equity Investments Guidestone Funds –Extended Duration Bond Fund

Hartford Schroders Emerging Markets Debt and Currency Fund Hartford Schroders Emerging Markets Debt and Currency Fund Hartford Schroders Emerging Markets Multi-Sector Bond Fund Hartford Schroders Global Strategic Bond Fund

Hartford Schroders Income Builder Fund

Hartford Schroders International Multi-Cap Value Fund Hartford Schroders International Stock Fund Hartford Schroders Tax-Aware Bond Fund

Hartford Schroders US Small Cap Opportunities Fund

Hartford Schroders US Mid Cap Opportunities Fund Hartford Schroders Securitized Income Fund

Met Investors Series Trust – Schroders Multi-Asset Portfolio PMC Core Fixed Income Fund

The Finance Company of Pennsylvania Russell Core Bond Fund

Russell Investment Grade Bond Fund Russell Strategic Bond Fund

SEI Opportunistic Income Fund

SunAmerica Schroders VCP Global Allocation Portfolio SunAmerica Seasons Series Trust – International Equity Portfolio Vanguard International Explorer Fund

Vanguard International Growth Fund Vanguard Variable Annuity Plan Vantagepoint Low Duration Bond Fund Wilmington Trust Multi-Manager International Fund

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APPENDIX E OF THE CODE OF ETHICS - INSIDER TRADING POLICY

It is a violation of United States federal law and a serious breach of the Adviser's policies for any Access or associated person to trade in, or recommend trading in, the securities of an issuer for his/her personal gain, or on behalf of the firm or its clients, while in possession of material, non-public information ("MNPI") which may come into his/her possession either in the course of performing his/her duties, or through a breach of any duty of trust and confidence.

Such violations could subject you, the Adviser, and its affiliates, to significant civil and criminal liability, including the imposition of monetary penalties, and could also result in irreparable harm to the reputation of the Adviser. Tippees (i.e., persons who receive MNPI) may also be held liable if they trade or pass along such information to others.

Further, it is a violation of anti-fraud provisions of the Advisers Act for Access Persons or Associated Persons who are aware of transactions being considered for clients, or are aware of the portfolio holdings in the reportable funds to which the Adviser (or an affiliate) acts an adviser, to disclose such information to a party who has "no need to know" or to trade on such information for personal gain by, among other things, front-running or market timing.

The US Insider Trading and Securities Fraud Enforcement Act of 1988 ("ITSFEA") requires all broker- dealers and investment advisers to establish and enforce written policies and procedures reasonably designed to prevent misuse of MNPI.

The provisions of ITSFEA apply both to trading while in possession of such information, and to communicating such information to others who might trade on it improperly.

MATERIALITY

Material information about transactions that the Adviser undertakes on behalf of clients is proprietary to the firm. Use of that information by Access and associated persons in personal securities dealings—or communication of the information to others with the expectation that they will trade--violates the duties that Access and associated persons owe to the Adviser and its clients. Information that Access Persons and Associated Persons obtain through research, or through communications with issuers on behalf of the Adviser, belongs to the Adviser and may not be used in connection with personal securities transactions other than in compliance with the personal securities transactions provisions of this Code of Ethics.

Where Access Persons or Associated Persons receive information from issuers or research providers that they believe is material and non-public in the course of their duties for the Adviser, they must immediately notify the General Counsel or Chief Compliance Officer.

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Information which emanates from outside an issuer, but may affect the market price of an issuer's securities, can also be MNPI. For example, material, non-public information can originate within the Adviser itself. This would include knowledge of activities or plans of an affiliate, or knowledge of securities transactions that are being considered or executed by the Adviser itself on behalf of clients.

MNPI can also be obtained from knowledge about a client that a person has discovered in his/her dealings with that client. MNPI pertaining to a particular issuer could also involve information about another issuer that has a material relationship to the issuer, such as a major supplier's decision to increase its prices. Moreover, non-public information relating to portfolio holdings in a Reportable Fund should not be used to market-time or engage in other activities that are detrimental to the Reporting Fund and its shareholders.

In addition, Rule 14e-3 under the Exchange Act makes it unlawful to buy or sell securities while in possession of material information relating to a tender offer, if the person buying or selling the securities knows, or has reason to know, that the information is non-public and has been acquired, directly or indirectly, from the person making, or planning to make, the tender offer, from the target company, or from any officer, director, partner or employee or other person acting on behalf of either the bidder or the target company.

This rule prohibits not only trading, but also the communication of MNPI relating to a tender offer to another person in circumstances under which it is reasonably foreseeable that the communication will result in a trade by someone in possession of the MNPI. All staff is subject to the Global Market Abuse Policy which provides further guidance on what may be regarded as abusive behaviors.

PROCEDURES AND RESPONSIBILITIES

Please see Compliance's Market Abuse Policy located on the Compliance intranet page for prohibitions regarding persons who acquire MNPI.

PENALTIES

Penalties for trading on or communicating MNPI are severe, both for the individuals involved in such unlawful conduct and their employers. Under the law, a person can be subject to some or all of the penalties below, even if s/he does not personally benefit from the violation. Penalties include:

1)civil injunctions;

2)disgorgement of profits;

3)treble damages – fines for the Access Person or Associated Person who committed the violation, of up to 3 times the profit gained or loss avoided, whether or not the person actually benefited;

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4)fines for the employer or other controlling person of up to the greater of $1,000,000, or 3 times the profit gained or loss avoided; and

5)imprisonment.

SPECIAL PROVISIONS FOR TRADING IN SCHRODERS PLC

Special restrictions apply to trading in the securities of Schroders plc because staff, by virtue of their employment, may be deemed to have MNPI:

1.Securities of Schroders plc will not be purchased for any client account without the permission of that client, and then only if permitted by applicable law.

2.Personal securities transactions in the securities of Schroders plc are subject to blackout periods and other restrictions which are outlined in the UK Staff Dealing Rules. These can be found on the Group Compliance intranet page. A trade request must be submitted via MyCompliance and approved by the UK Corporate Secretariat prior to trading.

STOP LIST

Schroders maintains a Global Stop List that includes company securities for which one or more persons at the Adviser and its affiliates may hold price sensitive information. The Stop List locally is maintained by the US Compliance team.

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PRIMECAP Management Company's Code of Ethics

For its Employees, Officers and Directors

Amended and Restated effective October 1, 2019, as Amended June 1, 2021

Introduction:

The Federal Securities Laws and various rules adopted by the U.S. Securities and Exchange Commission ("SEC") require investment advisers and investment companies to adopt a written code of ethics. PRIMECAP Management Co. ("PRIMECAP") has adopted this Code of Ethics ("Code") in accordance with Rule 204A-1 of the Investment Advisers Act of 1940 ("Advisers Act"), and in regard to PRIMECAP's management of the PRIMECAP Odyssey Funds ( the "Funds") Rule 17j-1 of the Investment Company Act of 1940 ("1940 Act"). This Code applies to all employees, officers, and directors of PRIMECAP. The Funds have a separate Code of Ethics for all other officers, directors, or Trustees of the Funds not covered by this Code.

This Code is designed to ensure that the high ethical standards, long maintained by PRIMECAP, continue to be applied. The purposes of the Code is to (1) educate employees regarding PRIMECAP's expectations and the laws governing their conduct; (2) remind employees that they are in a position of trust and must act with complete propriety at all times; (3) guard against violations of the federal securities laws; (4) protect the Firm's clients by deterring misconduct; and (5) establish procedures for employees to follow so that PRIMECAP can assess whether our employees are complying with the Firm's ethical principles. The provisions of the Code are not all-inclusive. Rather, they are intended as a guide for employees of PRIMECAP in their conduct.

Statement of General Principles:

The Code is based on the principle that all PRIMECAP employees owe a fiduciary duty to the Firm's clients. The general principles adopted by PRIMECAP for the Firm and its personnel includes, but is not limited to

(1)putting the clients' interest first at all times; (2) conducting all personal securities transactions in such a manner as to be consistent with the Code; (3) to avoid any actual or potential conflict of interest or any abuse of an employee's position of trust and responsibility; (4) not taking inappropriate advantage of the employee's position; (5) treating all client information as confidential; and (6) maintaining independence in the investment decision-making process.

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 resources are available to each employee to understand the rules of our business and their role in complying with the rules. It is also PRIMECAP's expectation that each employee holds themself to an even higher standard: always conduct business properly and do the right thing.

Scope of the Code:

A.Persons Covered by the Code

The Code in its entirety applies to all PRIMECAP employees, officers, and directors ("supervised persons"). In addition, certain sections of the Code that pertain to personal securities transactions apply to access persons. An "access person" is any person who might have knowledge of pending or actual recommendations or actions that may be made on behalf of PRIMECAP clients, including the Funds, or related parties. Given PRIMECAP'S intimate size, it is understood that all employees of PRIMECAP are considered access persons. Access persons also include the employee's spouse and any relative by blood or marriage living in the employee's household.

In addition to family members, personal securities transactions and reporting requirements include any account in which the employee has a direct or indirect pecuniary interest ("covered account"), where the employee has a beneficial interest ("beneficial owner"). The Personal Securities Transactions and Accounts Reporting requirements of the Code may also apply where the access person holds a position where they have the ability to decide which securities are purchased and sold (such as a director of a non-profit Board or member of a non-profit Investment Committee that does not use an outside advisor or consultant), or an 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). See Appendix A for definition of Beneficial Owner.

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.

B.Securities Covered Securities

Securities covered by the Code ("covered securities") include any reportable security as defined by Rule 204A-1 of the Adviser Act. The term "reportable security" as used is very broad and includes but is not limited to, any stock, bond, future, investment contract or other instrument that is considered a "security" under the Advisers Act. See Appendix A for the full definition of a "Security."

The term reportable security does not include direct obligations of the U.S. government, bankers' acceptances, bank certificates of deposit, commercial paper, high quality short-term debt obligations, including repurchase agreements, and shares of open-end mutual funds (with the exception of shares of the Funds and other mutual funds managed or sub-advised by PRIMECAP).

Standards of Business Conduct

PRIMECAP places the highest priority on maintaining its high ethical standards. The Firm's excellent name and reputation continues to be a direct reflection of the conduct of each employee. The following Standards of Business Conduct provide policies and procedures designed so these standards continue to be applied and upheld. PRIMECAP and its employees must comply with all applicable federal securities laws, including but not limited to, the anti-fraud provisions. The anti-fraud provisions state that at no time shall an employee (1) defraud a client through any scheme or artifice; (2) mislead a client by making

untrue statements or omit material information; or (3) 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. This Code contains provisions reasonably designed to detect and prevent violations of the Code, and appliable provisions of the federal securities laws.

A.Personal Securities Transactions

It is basic policy that no PRIMECAP employee shall be permitted to benefit from the Firm's investment activities made on behalf of clients. As an investment adviser, PRIMECAP's investment philosophy is as a long-term investor and we expect our employees to follow the same philosophy with their personal securities transactions. PRIMECAP has adopted the following principles governing personal securities transactions that apply to all access persons and for those accounts where the access person is deemed to be a beneficial owner. These transactions must be subordinate and not adverse to transactions of PRIMECAP clients, including the Funds, and the Firm acting on behalf of its clients. Employees may be required to donate any gains to a non-profit organization for failure to abide by the Personal Securities Transactions of the Code.

1.Prohibited Transactions:

a.Acquire any securities in an initial public offering;

b.Purchase and sell the same security or an equivalent security within 60 days, including shares of the Funds or other mutual funds managed or sub-advised by PRIMECAP;

c.Purchase or write options where the underlying security is on the Action List;

d.Purchase or sell single stock futures where the underlying security is on the Action List;

e.Transact in any security on any applicable Firm-wide restricted list; and

f.Selling short any security on the Action List.

2.Permitted Transactions

All other transactions must by receive preclearance authorization prior to trading. The only blanket exceptions to the preclearance requirements are (1) commodities; (2) direct obligations of the U.S. Government; (3) open end mutual funds; (4) closed end or exchange traded funds; (5) fixed income securities rated A or higher by S&P, Moody's, or an equivalent ratings agency; and (6) money market/cash equivalent securities with less than a year to maturity. Other fixed income securities, options, and futures are subject to preclearance requirements.

In addition, an employee must seek pre-clearance from the CCO if the employee intends to purchase any securities in a private placement or private fund (including hedge funds, private equity funds, and venture capital funds). The CCO may require the employee to provide additional documentation, i.e., private placement memorandum, offering documentation and/or terms and conditions of the investment as part of the CCO's review.

3.De minimis exception

PRIMECAP employees will automatically receive preclearance for any trades of large-cap stocks where the market capitalization is greater than $60 billion and the trade amount is less than $100,000. The market capitalization is based on the information contained within the

automated Code of Ethics system utilized by PRIMECAP. Only one de minimis trade per issuer is permitted every 30 days. The Blackout Period described below, does not apply to de minimis trades.

4.Charitable donations

PRIMECAP employees are not required to receive preclearance authorization for charitable donations of securities (the actual security must be donated). However, the transactions are required to be reported quarterly as described in the Reporting Requirements below.

B.Blackout Periods

PRIMECAP's 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 authorize 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, including the Funds. The CCO will also review the trade blotter for any orders in the security, and then will consult with the analyst covering the stock and portfolio managers to see if they intend 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 analysts and portfolio managers to act in the client's best interest.

When the above situation arises and 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.

C.Trading Window

When an employee receives preclearance, the employee 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 must 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.

D.Lifetime Events and Hardship Exemptions

An employee may request an exemption from the blackout and holding periods when applied to the sale of a Covered Security for lifetime events or hardships. These events may include the purchase of a home, tuition payments, major medical expenses, care giving expenses, etc. The CCO may ask the employee to provide specifics regarding the event as well as additional documentation as part of the review of the request.

E.Reporting Requirements

Every access person shall provide Initial and Annual Holdings Reports and Quarterly Transaction and Accounts Reports to the CCO or in her absence another designated officer ("designee").

To meet the reporting requirements, all access persons are required to link their covered accounts to the third-party system utilized by PRIMECAP. For the majority of the employees' covered accounts, the information provided by the electronic link should include all of the required reporting elements listed below. To ensure the information provided to the CCO is current and accurate, it is the employee's responsibility to maintain the link between their covered accounts and the third-party system. In certain circumstances, an employee may request an exemption from the use of the third- party system. For example, the employee's account is not set up to link to the system. However, any exemption requires explicit authorization from the CCO, and duplicate statements must be provided to the CCO.

1.Initial Holdings Report

No later than 10 days after an employee is deemed an access person, the employee must provide the CCO, or designee, a complete Initial Holdings Report containing the following information:

a.The title and exchange ticker symbol or CUSIP number, type of security, number of shares, and principal amount (if applicable) of each reportable security in which the access person had any direct or indirect beneficial interest ownership when the person becomes an access person;

b.The name of any broker, dealer, or bank with which the access person maintains an account where securities are held for the access person's direct or indirect benefit; and

c.The date the access person submits the report.

d.The information must be current and as of a date no more than 30 days prior to the date the person was deemed an access person.

e.All holdings of the Funds or other mutual funds managed or sub-advised by PRIMECAP must be included in the report.

2.Annual Holdings Report

No later than 30 days after the calendar year end, every access person shall provide the CCO, or designee, with an Annual Holdings Report containing the same information required in the Initial Holdings Report as described above. The information must be current as of a date no more than 30 days before the annual report is submitted. All holdings of the Funds or other

mutual funds managed or sub-advised by PRIMECAP must be included in the report. 5

3.Quarterly Transaction and Accounts Reports

No later than 30 days after the end of each calendar quarter, every access person must file a Quarterly Transaction and Accounts Report containing the following information:

a.For any account not previously reported during the quarter, the access person must provide (1) the name of the broker, dealer, or bank where the account was established, (2) the date the account was opened; and (3) the date the current report was submitted. The Accounts Report should include all accounts where the Funds or other funds managed or sub-advised by PRIMECAP are held;

b.For transactions the information must include the date of the transaction, the title, and, as applicable, the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each security involved;

c.The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

d.The price of the security at which the transaction was effected;

e.The name of the broker, dealer, or bank with or through which the transaction was effected;

f.The date the access person submits the report.

The Transactions Report must also include all transactions in the shares of the Funds or other mutual funds managed or sub-advised by PRIMECAP must be included in the report.

4.Exempt Transactions

An access person need not submit a report with respect to:

a.Transactions effected for securities held in any account for which the access person has no direct or indirect influence or control (see Appendix A for definition of Beneficial Ownership); and

b.Transactions effected pursuant to an automatic investment plan or automatic dividend reinvestment plan.

F.Monitoring of Personal Securities Transactions

The CCO or designee will monitor and review all reports required under the Code for compliance with PRIMECAP's policies regarding personal securities transactions and applicable SEC rules and regulations. The CCO or designee shall at least annually identify all access persons who are required to file reports pursuant to the Code and will inform such supervised persons of their obligations.

G.Unforeseen Circumstances and Subjective Judgment

The Code is based on the needs of PRIMECAP at the time it was drafted. It is reviewed periodically by the CCO and Senior Management and will be revised when deemed necessary. From time to time, personal trading issues arise that are not specifically considered by the Code. Evaluation of personal trading issues often requires subjective judgment. In each case, the Firm and the CCO will evaluate the situation - placing the client's interest ahead of the covered person's interest. In these instances, the CCO and members of 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's records.

Prohibition Against Insider Trading

Trading securities while in the possession of material non-public information, or improperly communicating that information to others, may expose supervised persons and PRIMECAP to stringent civil and criminal penalties, including monetary fines and/or imprisonment. The law of insider trading is unsettled and is continuously developing. If you have any doubts about whether you are in possession of material non-public information, consult with the CCO.

The rules contained in this Code apply to securities trading and the handling of information by supervised persons of PRIMECAP and their immediate family members. No supervised person may trade, either personally or on behalf of others (including the clients of PRIMECAP) while in possession of material non- public information, nor may any personnel of PRIMECAP communicate material, non-public information to others in violation of the law.

If you believe you may possibly have inside information, you should take the following steps before you execute any trade for the clients, yourself, or for others:

A.Report the information and proposed trade immediately to the CCO.

B.Do not communicate the information inside or outside the Firm, other than to the CCO.

C.After the CCO has reviewed the issue, the Firm will determine whether the information is material and nonpublic and, if so, what action the Firm will take.

It should be noted that material nonpublic information relates not only to issuers, but also to the Firm's securities recommendations and client securities holdings and transactions. The Firm's complete Insider Trading and Material Non-Public Information Policies can be found in PRIMECAP's Policies and Procedures Manual.

Gifts and Entertainment

Giving, receiving, or soliciting gifts in a business setting may give rise to an appearance of impropriety or may raise a potential conflict of interest. PRIMECAP has adopted the following policies to guide supervised persons in this area.

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 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.

When attending conferences, the employee may accept meals and entertainment offered if offered to all attendees and no preferential treatment is given to PRIMECAP and its employees.

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). However, where there is a law or rule that applies to the conduct of a particular business or the acceptance of gifts, even if nominal value, the law or rule must be followed (i.e., this may apply pension plan or union clients).

Each employee is responsible for assessing the value of the gifts received in a reasonable manner. Employees do not have to report any gifts received or given from any one person or entity if the value, on an annual basis, is less than $100. However, prior to acceptance or delivery of any gift and/or entertainment greater than $100, the employee must obtain the CCO's consent. Alternatively, the employee may make the gift available to all PRIMECAP employees for raffle or in the case of perishable goods, the gift is made available to all PRIMECAP employees.

Protecting the Confidentiality of Client Information

Information concerning the identity of the Firm's clients, as well as the information about the clients' account information, the allocation of assets, the composition of investment in any client portfolio, information related to transactions contemplated and/or entered into on behalf of the client, advice provided by PRIMECAP to the client, among other things, is confidential. Therefore, it is imperative for all employees to strive to protect both current and former clients' information. To ensure clients' information is protected, employees are prohibited from disclosing client information to any person or entity outside the Firm except to effectuate securities transactions on behalf of the client or unless the client had provided explicit consent. If you have any questions about when client information can be disclosed, please consult with the CCO. The Firm's complete Privacy Policy can be found in the PRIMECAP's Policies and Procedures Manual.

Political Contributions

The use of funds or assets of PRIMECAP for any unlawful purpose is prohibited. This prohibition includes any contribution to any public official, political candidate, or political entity, except as permitted by law. It is the policy of PRIMECAP to conduct its business in accordance with the applicable federal, state, and local laws and regulations, therefore no payment (cash or otherwise) can be made (directly or indirectly) to any employee, official, or representative of any governmental agency or candidate for the purpose of influencing any act, omission or decision. The Firm's complete Political Contributions Policy can be found in PRIMECAP's Policies and Procedures Manual.

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 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 CCO 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 CCO. 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 on your own personal time. Occasionally, these activities may create a conflict of interest; for example, serving as a director or 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 CCO and if determined necessary, the employee may be required to provide the organization's investment activities and holdings to the CCO.

Directorships in public companies (or companies reasonably expected to become public companies) will generally not be permitted.

Certifications

A.Initial Certification

Upon hire, all supervised persons will be provided a copy of the Code and must certify in writing to the CCO that they have (1) received a copy of the Code; (2) read and understand all provisions of the Code; (2) agreed to abide by the Code; and (4) reported all accounts and their holdings as required by the Code.

B.Annual Certification

All supervised persons must annually certify in writing to the CCO that they have (1) read and understood all provisions of the Code; (2) complied with all requirements of the Code; and (3) submitted all holdings and transaction reports as required by the Code.

C.Acknowledgement of Amendments

All supervised persons shall receive any amendments to the Code and must certify to the CCO in writing that they have (1) received a copy of the amendment; (2) read and understood the amendment; and (3) agreed to abide by the Code as amended.

D.Recordkeeping

PRIMECAP's CCO will maintain the following records in a readily accessible place:

1.A copy of each Code that has been in effect at any time during the past 5 years;

2.A record of any violation of the Code and any action taken as a result of such violation for 5 years from the end of the fiscal year in which the violation occurred;

3.A record of all written acknowledgements of receipt of the Code and amendments for each person who is currently, or within the past 5 years was, a supervised person;

4.Holdings, Transactions, and Accounts reports made within the past 5 years, including any brokerage confirmations and account statements made in lieu of these reports;

5.A list of the names of persons who currently are, or within the past 5 years, access persons; and

6.A record for any decision and supporting reasons for approving the acquisitions of securities by access persons in limited offerings for at least 6 years after the end of the fiscal year is which the approval was granted.

Reporting of Violations and Sanctions

This Code cannot be effective without the cooperation and diligence of PRIMECAP's employees, officers, and directors. Therefore, supervised persons are instructed to promptly report any violations of the Code to the CCO or another senior officer.

Supervised persons are expected to speak with the CCO or another senior officer about observed illegal or unethical behavior or any behavior or activity that may be in violation of the Code. Such violations may include but are not limited to: (1) noncompliance with applicable laws, rules and regulations; (2) fraud of illegal acts involving any aspect of the Firm's business; (3) material misstatements or omissions in regulatory filings, internal books and records, client records or reports; (4) activity that is harmful to clients, and (5) deviations from required controls and procedures that safeguard clients and the Firm.

Any such report will be treated confidentially and shall be investigated promptly as required by the circumstances. Once the investigation has been concluded, a report will be made to the Firm's President. The President will consider the report and shall determine what sanctions, if any, should be imposed.

Possible sanctions may include reprimands, disgorgement of gains from prohibited personal trading activity, suspension, or termination of employment with the Firm. No supervised person reporting a suspected violation of this Code by others will be subject to retaliation because of a good faith report.

APPENDIX A

Beneficial Ownership

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 Securities Exchange Act of 1934. 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 (1) securities held by a member of a person's immediate family sharing the same household; (2) securities held in accounts managed by a third party in which the employee has beneficial ownership; (3) a person's interest in securities held by a trust; and (4) 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 the employee does not have any direct or indirect influence or control. For example, an account may exist where (1) the employee does not control or influence the investment decisions for any specified account of a spouse, child, or dependent person; and (2) 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 third-party investment adviser on a fully discretionary basis. In such situations, an employee may make a certification to the CCO and the CCO may grant exception to the preclearance trading requirements.

Security

Reportable Security is any security as defined under Section 202(a)(18) of the Advisers Act. "Security" means any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a "security", or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guaranty of, or warrant or right to subscribe to or purchase any of the foregoing.

The term "reportable security" does not include direct obligations of the U.S. government, bankers' acceptances, bank certificates of deposit, commercial paper and high-quality short-term debt obligation,

including repurchase agreements, shares issued by money market funds, and open-end mutual funds not managed, advised or sub-advised by PRIMECAP.

Access Person Code of Conduct

Effective Date: 01 March 2022 | Contact: [email protected]

Background – Why This Access Person Code of Conduct Matters

Vanguard was founded with a singular focus on clients and serving their best interests, and this has been the foundation of our strong ethical culture. One way in which we consistently seek to earn and maintain the trust and loyalty of our clients is by adhering to the highest standards of ethical behavior. Acting with integrity and complying with applicable laws and regulations necessarily extends to your conduct in general and to your personal investing and trading activities in particular.

Some crew and contingent workers at Vanguard, by virtue of their role or department, are designated as an "Access Person" (i.e., an Advisor Access Person, Fund Access Person, or Investment Access Person) because they or their department are authorized to know about present or future transactions by Vanguard funds, or have the authority to influence those transactions, or otherwise have access to sensitive market or client activity. Because of that knowledge, authority, and access, Access Persons are subject to additional standards of business conduct, stricter personal investment rules, and greater oversight, among other things. These standards and rules, as set forth in this Access Person Code of Conduct (APCC)1, have been adopted with the goals of ensuring we comply with applicable law and avoiding conflicts of interest or the appearance of conflicts of interest. This is especially true regarding any potential conflicts of interest that could arise between the securities trading that Vanguard undertakes on behalf of the Vanguard funds or our clients and the personal securities trading by crew, contingent workers, and their household or family members.

Policy Coverage

To Whom Does the APCC Apply?

This policy2 applies to all crew members and contingent workers globally who are in a role that has been designated as an "Access Person" role. Certain provisions of this policy also apply to Associated Persons.

Are you an Access Person? Visit Appendix A to learn whether the role you're in is an Access Person role, and if so, which Access Person "designation" applies.

What about Non-Access Persons? Any crew member or contingent worker who is not in a role that has been designated as an Access Person role is a "Non-Access Person" and must

comply with the Personal Investment Activity Policy for Non-Access Persons, not this policy.

Are you a contingent worker? A "contingent worker" is any person other than a crew member who provides services to or on behalf of Vanguard through staffing firms, consulting

1The APCC constitutes the code of ethics that the Vanguard funds have adopted in compliance with U.S. SEC Rules 17j-1 and 204A-1.

2The APCC is a policy that has been created and approved, and is governed, similar to other policies at Vanguard. As used herein, references to "this policy" mean the APCC.

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firms, service providers, or as independent contractors. Like crew, a contingent worker can be in either an Access Person or Non-Access Person role.

What about Associated Persons? For U.S. crew and contingent workers who are Associated Persons (to reiterate, not Access Persons, but Associated Persons) under FINRA rules and regulations, please note you have additional investment-related obligations under

the FINRA Licensing Policy, including the Securities Account Reporting Obligations for Associated Persons. Please review and comply with those documents, as well.

Policy Overview

There are four primary sections to this policy:

Section 1 – Standards of Business Conduct, sets forth rules and expectations regarding your behavior and conduct.

Section 2 – Personal Investment Activities, contains rules on how you and your Household or Family Members may own and trade securities for your own personal benefit. Note that some of these rules differ based on your Access Person designation. While the details are set forth in Section 2, at a high level there are four subsections applicable to you and your personal investment activities:

A – Reminders on who is covered B – Brokerage firms you may use C – Disclosure obligations

D – Investment and trading restrictions

Section 3 – Penalties and Sanctions, describes how violations of this policy are addressed and enforced.

Section 4 – Defined terms, provides definitions for the capitalized terms used in this policy.

Please carefully read the rest of this policy and ensure you understand and comply with its terms. Understanding and following this policy is one of the most important ways we can ensure our clients' interests always come first.

Be sure you are familiar with the following other Vanguard policies that relate to your ethical conduct and personal investment activities:

Standards of Conduct Policy

Conflicts of Interest Policy

Insider Trading Policy

Outside Business Activity Policy

Please also ensure you are familiar with Vanguard's Code of Ethical Conduct.

Policy Requirements

Section 1 – Standards of Business Conduct

Everyone at Vanguard is expected to promote high standards of integrity and manage the company's affairs honestly and ethically. We all have a personal responsibility to conduct ourselves

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in a manner that reflects a commitment to ethics and compliance with all applicable laws and regulations. Doing so is part and parcel of Vanguard's mission to "take a stand for all investors, to treat them fairly, and to give them the best chance for investment success."

Putting these values into practice means having and adhering to expected standards of business conduct. The Vanguard policy that explains these standards is the Standards of Conduct Policy, which

is incorporated herein by reference. You must comply with that policy, including the following standards of conduct that are explained therein:

1.Always put Vanguard clients' interests first and treat them fairly.

2.Avoid conflicts of interest.

3.Be candid and clear with clients and provide them with accurate information.

4.Comply with applicable laws, rules, regulations, and policies.

5.Comply with applicable professional standards.

6.Complete mandatory training and regularly certify that you are compliant with our policies.

7.Maintain accurate, timely, and complete business records.

8.Protect against fraud.

9.Lead by example.

10.Speak up.

At Vanguard, you are expected to always do the right thing. It sounds simple and it's usually very clear what doing the right thing entails. But sometimes it isn't. How do you make the best choice when facing difficult or unclear circumstances? How do you navigate an ethical dilemma?

In those situations, you should pause and reflect, and then work through the following "ethical decision-making guide." This guide will help you consider important questions before deciding whether or how to proceed with an action. It is not a substitute for this or any policy, and it may not tell you exactly what to do in every situation, but it can be used as a tool to help guide you when you face an ethical dilemma or a complex situation where the answer might not be clear.

If you're still in doubt as you work through the decision-making guide, err on the side of caution—ask questions, elevate the issue, and enlist the help of others to ensure we reach the right answer every time for Vanguard and our clients.

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Speaking Up – As mentioned above, you are encouraged to help protect our clients, crew, and Vanguard by reporting concerns about ethics, financial or business integrity, information security and privacy, workplace practices, or alleged violations of policy, regulation, or law. Indeed, speaking up is one of the most effective ways to help ensure Vanguard maintains its high standards for ethics and compliance. To that end, if you become aware that you or anyone else violated any of the terms of this policy, you must contact Compliance immediately.

Likewise, it is your responsibility to know whether the role you are in is designated as an Access Person, and if so, which Access Person designation applies to you (visit the Appendix A to learn more). It is also your responsibility to know the policies and trading restrictions that apply to you accordingly, and to ask questions if you are unsure.

Section 2 – Personal Investment Activities

Introduction

Vanguard recognizes the importance to crew and contingent workers of being able to manage and develop their own financial resources through long-term investments and strategies. With that in mind, the rules and requirements set forth in this policy have been adopted with the goals of (1) ensuring we comply with all applicable laws and regulations, and (2) avoiding any conflicts of interest, or any appearances of conflicts of interest, between the securities trading that Vanguard undertakes on behalf of Vanguard funds or our clients and the personal securities trading or investing by crew, contingent workers, or their Household or Family Members (defined in Section 4, below). Our industry and Vanguard have implemented certain standards and limitations designed to minimize these conflicts and help ensure that we focus on meeting our duty to clients.

Granted, the rules in this policy are demanding and strict and they may feel like an imposition. But at Vanguard, we take our ethical obligations very seriously, and the rules in this policy are intended to ensure that trading on behalf of Vanguard funds and clients are given priority over trading for your personal accounts, and that trades for your personal accounts do not adversely affect trades for our funds or clients.

Similarly, keep in mind that you must comply with applicable securities laws and must avoid taking personal advantage of your knowledge of securities activity in Vanguard funds or client accounts.

This policy includes specific restrictions on personal investing but cannot anticipate every fact pattern or situation. You should adhere to the spirit, and not just the letter, of this policy.

Compliance will keep all records relating to personal account trading as confidential as necessary. Information will be accessible within Compliance and may be reported to senior management or HR. Records may also need to be made available to Internal Audit and/or any regulator. All non-U.S. crew and contingent workers are required to sign a data consent / data privacy notice.

The Compliance Department reserves the right to monitor any and all investment or trading activity by you or by any Household or Family Member based on any information or system to which it has access.

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Checklist

Given the complexity of this policy and the steps you must take to ensure you remain in compliance with it, we have created this brief checklist to help you keep track of your obligations. This is merely a summary, so be sure to comply with the full terms of this policy as well.

Checklist item

I know my Access Person "designation," and I am aware that this policy applies not only to me but also to my Household or Family Members

For the region where I work, I know what brokerage firm I and my Household or Family Members may use to maintain the accounts where I or they hold and trade Reportable Securities

For my Access Person designation, I know the initial and ongoing account and holdings disclosure obligations that apply to me and my Household or Family Members

Where this topic is covered in this policy Subsection 2-A – Who Is Covered Under this Policy

Subsection 2-B – Brokerage Firms You May

Use

Subsection 2-C – Disclosure Obligations

For my Access Person designation, I

know the rules and limitations for transacting securities in my personal accounts and those of my Household or Family Members

Subsections 2-D-1 and 2-D-2 – Investment

and Trading Restrictions

For Fund Access Person and Investment Access Person designations, I know how to seek trade preclearance

I know the penalties and sanctions that may apply for violations of any of the requirements under this policy

I understand the meaning of the defined terms used in this policy

Quick Tip:

Subsection 2-D-3 – How to Seek and Abide by Preclearance Requirements

Section 3 – Penalties and Sanctions

Section 4 – Defined Terms

The rules in this policy cover most of the personal investing situations you are likely to find. Yet it's always possible you will encounter a situation that isn't fully addressed by the rules. If that happens, you need to know what to do. The easiest way to make sure you are making the right decision is to follow these three principles:

1.Know the policy. If you think your situation isn't covered, check again. It never hurts to take a second look at the rules.

2.Seek guidance. Asking questions is always appropriate. Talk with your manager or

contact Compliance if you're not sure about the policy requirements or how they apply to your situation.

3.Use sound judgment. Analyze the situation and weigh the options. Think about how your decision would look to someone outside of Vanguard.

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Note for crew in China:

Because you may not have access to MCO, different systems and procedures are in place for you to disclose accounts and holdings. Please consult with your manager or the China Compliance team to learn more.

Subsection 2-A – Who Is Covered Under this Policy

As stated in the introduction to this policy, above, this policy applies to all crew members and contingent workers globally who are in a role that has been designated as an "Access Person" role.

Access Persons are covered – This policy applies to crew and contingent worker Access Persons and, in certain instances, to their Household or Family Members.

oAccess Persons – Please note that the specific trading prohibitions and reporting requirements vary depending on your Access Person "designation," meaning Advisor Access Person, Fund Access Person, or Investment Access Person. To learn the Access Person designation that applies to your role, visit Appendix A. Note further that, regardless of your designation, the Compliance Department has the authority, with appropriate notice to you, to apply to you any or all of the trading restrictions within this policy

oHousehold or Family Members – Certain aspects of this policy apply not only to you but to your Household or Family Members, as well. Why? Doing so is required by applicable law and regulations in many jurisdictions. It is also consistent with industry best practices and helps Vanguard ensure we are effectively monitoring and guarding against conflicts of interest and other issues. See Section 4, below, for the definition of Household or Family Members in the region where you work.

Non-Access Persons are not covered – If the role you are in is not an Access Person role, you do not need to comply with this policy; instead, with regard to your personal investments, you must comply with the Personal Investment Activity Policy for Non-Access Persons (and other applicable policies). Note, however, that in the event a Non-Access Person is a Household or Family Member of an Access Person, then the terms of this policy will apply to the Non-Access Person as a Household or Family Member hereunder and any conflicting terms of this policy will take precedence over the Personal Investment Activity Policy for Non-Access Persons.

Associated Persons also have obligations under other policies and documents – For U.S. crew and contingent workers who are deemed to be Associated Persons (to reiterate, not Access Persons, but Associated Persons) under the FINRA Licensing Policy, you have certain obligations

under this policy and have additional investment-related obligations under the FINRA Licensing Policy and the Securities Account Reporting Obligations for Associated Persons.

Your designation may change – Keep in mind that your Access Person designation may change over time, for instance if you change roles, if there are changes made in your department, or if the Compliance Department determines a designation change is appropriate. You are advised to regularly consult the My Ethics and Compliance Resource Center available on CrewNet to check your designation.

Subsection 2-B – Brokerage Firms You May Use

The terms of Subsection 2-B apply to all Access Person designations.

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The following requirements and restrictions on which brokerage firms you may use to hold and transact Reportable Securities apply to you based on whether you are a crew member or contingent worker and where you work:

U.S. Crew:Crew who are Access Persons employed in the U.S., and their Household or Family Members (parts (a) and (b) of that defined term only), must maintain and trade all Reportable Securities in a Vanguard Brokerage Account (VBA). This obligation does not apply to any Household or Family Members covered under part (c) of that defined term. See the Defined Terms in Section 4, below, for all definitions.

Securities or investments that are not "Reportable Securities" may be held in a brokerage account at the firm of your choice.

Employer-sponsored retirement accounts (e.g., 401(k) and 403(b)), 529 college savings plans, and Compliance-approved accounts (e.g., Approved Managed Accounts) may be held in a brokerage account at the firm of your choice. However, if you hold any Reportable Securities through any of those accounts, then such accounts are considered Covered Accounts under this policy and you are required to disclose them to Compliance under Subsection 2-C of this policy.

Newly hired U.S. crew who are Access Persons, and their Household or Family Members (parts (a) and (b) of that defined term only), must transfer any existing applicable Reportable Securities to a VBA by submitting a request or other applicable paperwork with Vanguard and each firm at which you have an existing applicable brokerage account within 60 days of your joining Vanguard. Visit Vanguard.com > Personal Investors > Open an Account to transfer assets from another firm to Vanguard.

For a more detailed list of Securities that must be held in a VBA, as well as

Securities that may be held elsewhere, visit the Appendices C-F.

Ex-U.S. Crew: Crew who are Access Persons employed outside the U.S., and their Household or Family Members, may maintain Reportable Securities (as well as Securities or investments that are not Reportable Securities) in a brokerage account or other type of account at the firm of their choice.

Contingent Workers, Contingent workers who are Access Persons may maintain Reportable

GloballySecurities (as well as Securities or investments that are not Reportable Securities) in a brokerage account at the firm of their choice.

Subsection 2-C – Disclosure Obligations

The terms of this Subsection 2-C apply to all Access Person designations and to all Associated Persons.

This policy requires the disclosure of a variety of account and holdings information to the Compliance Department for monitoring and oversight. This policy requires (1) an initial disclosure of information, and (2) periodic ongoing disclosures. Even if you do not have any personal brokerage

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account holdings or do not trade in Reportable Securities, you are still required to complete the necessary initial and periodic disclosures.

1. Initial Disclosure of Accounts and Holdings

Within ten (10) calendar days of joining Vanguard, or if applicable within ten (10) calendar days of moving from a Non-Access Person role at Vanguard into an Access Person role, all Access Persons and Associated Persons must disclose the following to Compliance:

(a)All Covered Accounts and all Reportable Securities held by you or a Household or Family Member;

(b)All Covered Accounts in which you exercise Investment Discretion;

(c)All Covered Accounts over which you exercise control (e.g., agent authority (full or limited), trustee, power of attorney authority, etc.);

(d)All accounts in which you have, or will acquire, Beneficial Ownership of Securities; and

(e)All accounts held by you and any Household or Family Member in which there are college saving plan products (including, in the U.S., 529 plans), annuity products, or other insurance products that, in turn, hold or invest in Vanguard Funds.

This includes Brokerage Accounts held at Vanguard, as well as those held at another financial institution. For clarity, you do not need to disclose an account or submit transaction confirmations or statements if the account does not have the ability to hold Securities – for example, a traditional checking, savings, or deposit account with a bank, credit union, or building society for holding cash would not need to be disclosed.

This information must be current as of no more than 45 calendar days before joining Vanguard.

To make this initial disclosure, you will receive an Initial Certification assignment by email to complete which will include a section to disclose Covered Accounts and all Reportable Securities by including account information in the "Account Attestation" section of the assignment and uploading corresponding account statements via MCO. You must complete and submit the Initial Certification within ten (10) calendar days of receiving it; the failure to do so may be considered a violation of this policy.

Note: We use an application called MyComplianceOffice, or MCO, to help manage this policy. You may use MCO to disclose accounts and holdings, and to secure trading permissions, if those obligations apply to you. Visit My Ethics and Compliance Resource Center on CrewNet for resources on how to access and use MCO

2. Ongoing Disclosure of Accounts, Transactions, and Duplicate Statements

After the Initial Disclosure, Access Persons and Associated Persons may need to disclose account and transaction information to Compliance on a periodic basis regarding Covered Accounts and any transactions in Reportable Securities made by you and your Household or Family Members.

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Further, if at any time you or a Household or Family Member subsequently:

open, or intend to open, a Covered Account with a financial institution (e.g., broker, dealer, advisor, or any other professional money manager), or

acquire holdings in Reportable Securities, or

have a preexisting Covered Account (including a Vanguard Brokerage Account) that becomes associated with you or a Household or Family Member (such as through marriage or inheritance or some other life event),

or there becomes an account in which you acquire Beneficial Ownership of Securities, then you must notify Compliance as soon as possible (and in any event within 10 calendar days) and disclose these Covered Accounts and Reportable Securities by listing them and including associated information in the Accounts tab in MCO.

For U.S. crew, keep in mind that, as explained in Section 2-B of this policy above, you and your Household or Family Members (parts (a) and (b) of that defined term only) must maintain Reportable Securities in a VBA.

What and how to disclose this information:

For VBAs disclosed by U.S. crew as required under this policy, Compliance will receive transaction confirmations automatically. No additional action by you is needed to disclose transactions of Reportable Securities in VBAs you have disclosed.

For Covered Accounts and holdings of Reportable Securities held outside of Vanguard (including in any account that would require disclosure under Section 2- C(1) of this policy), it is your responsibility to ensure that duplicate statements and transaction confirmations are available to or delivered to Compliance:

oBecause Vanguard has file feed contracts in place with many brokerage firms worldwide, for many Covered Accounts you disclose the holdings and transactions information will be sent to Compliance electronically with no additional action needed by you.

oFor Covered Accounts held at firms where Vanguard does not have a file

feed in place, you must do the following:

Contact the firm where your Covered Account is held and take steps to send duplicate statements and daily transaction confirmations (electronic or paper) to Vanguard. You do this often by making Vanguard Compliance an interested party and having duplicate statements and confirmations sent to the third party scanning service Vanguard uses, called "Earth Class Mail" at this address: Vanguard, c/o TerraNua, 9450 SW Gemini Drive #37880, Beaverton, OR, 97008-7105.

If the firm where your Covered Account is held is not able to send statements and daily transaction confirmations (electronic or paper) to Vanguard, you are required to scan and upload copies into the Trading Documents folder in MCO immediately after you receive them, unless you receive an exemption from this requirement from Compliance. You must ensure the documents you upload clearly show the firm/institution at which the account is held, the account number or ID, the account owner, and the account type.

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If Compliance does not receive the information automatically via a file feed, you will receive email notifications on a calendar quarterly basis to complete a Quarterly Securities Transaction Report and thereby disclose Covered Accounts and Reportable Securities, via MCO. You must complete and submit that assignment within 30 calendar days; the failure to do so may be considered a violation of this policy.

On an annual basis (usually in January or February), you will receive an assignment from Compliance in which you must certify, among other things, that all Covered Accounts and Reportable Securities are recorded accurately in MCO.

3. Additional notes related to disclosures under this policy:

For clarity, you do not need to disclose an account or submit transaction confirmations or statements if the account does not have the ability to hold Securities (for example, a traditional checking, savings, or deposit account with a bank, credit union, or building society for holding cash would not need to be disclosed).

As stated above, U.S. crew and contingent workers who are Associated Persons are also required to comply with and are subject to the FINRA Licensing Policy and

Securities Account Reporting Obligations.

The Compliance Department will keep personal trading information confidential, but please note that such information may be accessible to authorized personnel within Compliance and may be reported to or summarized for senior management, HR, or the OGC for investigative purposes. Applicable records may also be provided to internal or external auditors and/or to any regulator if required. All ex-U.S. crew and contingent workers are required to sign a data consent / data privacy notice.

Please note that crew and contingent workers in Australia are required to disclose all transactions in VIA funds in MCO in the same manner as is required for Reportable Securities.

Subsection 2-D – Investment and Trading Restrictions

This Subsection 2-D contains three segments:

Segment 2-D-1 applies to all Access Person designations.

Segment 2-D-2 has terms and requirements that differ based on your Access Person designation.

oSegment 2-D-2(a): Advisor Access Person requirements

oSegment 2-D-2(b): Fund Access Person requirements

oSegment 2-D-2(c): Investment Access Person requirements

Segment 2-D-3 explains how to seek and abide by preclearance requirements, if applicable to your activity.

Segment 2-D-1: Rules and Limitations applicable to all Access Person designations

The terms of this Segment 2-D-1 apply to all Access Person designations.

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(a)General Obligations

i)Comply with the law:

(1)You must comply with all applicable securities-related rules and laws.

(2)You may not engage 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 or otherwise.

(3)You may not intentionally, recklessly, or negligently circulate false information or rumors that may affect the securities markets or may be perceived as market manipulation.

ii)Use of Information:

(1)You may not take personal advantage of knowledge of recent, impending, or planned Securities activities of the Vanguard Funds or their investment advisors or any Vanguard Client. 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) or by a Vanguard Client.

(2)You are subject to and must comply with the Insider Trading Policy and/or any similar policy of the Vanguard affiliate or region for which you work. Each of these policies is considered an integral part of your obligations under this policy. 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 also prohibit you from communicating any nonpublic information about any Security or issuer of Securities to third parties.

(3)You must comply with the Confidential Information Policy, including that you may not share information with any third party about any planned, upcoming, or recently executed trading activity by any Vanguard Fund or Vanguard Client unless such information is publicly available through no action by you.

iii)Fund policies and excessive trading:

(1)When purchasing, exchanging, or redeeming shares of a Vanguard Fund, you 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.

(2)Excessive trading in Covered Accounts is strongly discouraged. The Compliance Department reserves the right to monitor trading across all of your Covered Accounts, and may conduct scrutiny of any trades in your Covered Accounts where such trading may appear excessive in nature (including, but not limited to, if the number of trades is so frequent as to potentially impact your ability to carry out your assigned responsibilities or the trades involve positions that are disproportionate to your net assets). If Compliance in its sole discretion determines you have engaged in excessive trading, then Compliance may limit the number of trades allowed in your Covered Accounts during a given period. This Section 2-D-1(a)(iii)(2) does not apply to transactions in an Approved Managed Account.

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iv)Beneficial ownership and discretion:

(1)The terms and restrictions of this policy apply to all Securities in which you have acquired or will acquire Beneficial Ownership.

(2)You must comply with these investment and trading restrictions with respect to any account you own as well as any account over which you have Investment Discretion or in which you have the authority to transact.

v)No circumvention – You are not permitted to assist, aid, or enable any other person in doing anything that you are prohibited from doing under this policy.

vi)Waivers:

(1)The Chief Compliance Officer may grant exceptions to this policy, 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.

(2)The Chief Compliance Officer may waive the applicability of this policy for a contingent worker if the policy's requirements are covered through the applicable service provider's contract with Vanguard.

(b)Rules regarding specific investments or investment types:

i)Use of derivatives:

(1)You and your Household or Family Members may not use a derivative to avoid or circumvent a rule or requirement set forth in this policy. If something is prohibited by these rules, then it is also against these rules to effectively accomplish the same thing by using a derivative. This includes futures, options, and other types of derivatives.

(2)You and your Household or Family Members are permitted to trade futures or options on commodities.

ii)IPOs and ICOs:

(1)You and your Household or Family Members are prohibited from acquiring Securities in an Initial Public Offering (IPO) or Secondary Offering.

(2)You and your Household or Family Members are prohibited from participating in an Initial Coin Offering (ICO).

iii)Private Placements:

(1)You and your Household or Family Members are not permitted to invest in securities offered to potential investors in a Private Placement or other limited investment offering without first obtaining preclearance from Compliance.

(2)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.

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(3)Approval by Compliance may be granted or denied 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.

(4)If you or your Household or Family Members receive approval to purchase Securities in a Private Placement, you must immediately inform Compliance if that Security goes to public offer or is pending listing on an exchange.

(5)To initiate the process for obtaining preclearance of a Private Placement, complete the Outside Business Activity request form (the form for U.S. crew is in LARS, and for ex-U.S. crew is in MCO).

iv)SPACs – You and your Household or Family Members are prohibited from acquiring a SPAC at any stage of its lifecycle (i.e., pre-IPO, IPO, pre-merger, post-merger).

v)Short-Selling – You are prohibited from selling short any Security that you do not own or from otherwise engaging in short-selling activities.

vi)Limit Orders – Same-day limit orders are permitted; however, good 'til cancelled 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.

vii)Digital Currencies and Related Investments – Refer to the Trading and Reporting Requirements for Digital Currency Investments and Activities for details on which digital currency account and product types are permitted, and what must be disclosed, under this policy.

(c)Short term trading in a Vanguard Fund (other than Vanguard ETFs):

i)Compliance may 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 to Vanguard 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 Household or Family Members. For purposes of this paragraph:

(1)A redemption includes a redemption by any means, including an exchange out of a Vanguard Fund.

(2)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.

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ii)Nothing in this section is intended to replace, nullify, or modify any requirements imposed by a Vanguard Fund.

Segment 2-D-2: Specific Limitations and Prohibitions that Apply Based on Access Person Designation

The terms and requirements of this Segment 2-D-2 are in addition to the terms and requirement of Segment 2-D-1, and you must comply with the portions of this Segment 2-D-2 that apply to your Access Person designation. Note, an Access Person designation can apply to crew members or contingent workers.

Segment 2-D-2(a): Advisor Access Person requirements

The following terms and requirements apply to Advisor Access Persons only and are in addition to the terms and requirements of Segment 2-D-1:

Securities transactions for which you must obtain preclearance (meaning, approval from Compliance before transacting)

None. You are not required to obtain preclearance of any Covered Securities transactions by you or your Household or Family Members, except Private Placements as described above.

Prohibited Securities transactions

In addition to Segment 2-D-1, you are subject to the following restrictions with respect to any transaction in which you will acquire any direct or indirect Beneficial Ownership:

Short-Term Trading. 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 rule. (Note, as stated, this is based on last- in/first-out accounting regardless of how you placed the trade or plan to report it for tax purposes.) If you realize profits on short-term trades, you will be required to relinquish the profits to Vanguard (exclusive of commissions). In addition, the trade will be recorded as a violation of this policy. 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.

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 Vanguard (exclusive of commissions). In addition, the trade will be recorded as a violation of this policy. Note: These types of transactions can have unintended consequences.

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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.

Visit the Appendix C for a table summarizing the trading and reporting requirements for Advisor Access Persons.

Segment 2-D-2(b): Fund Access Person requirements

The following terms and requirements apply to Fund Access Persons only and are in addition to the terms and requirements of Segment 2-D-1:

Securities transactions for which you must obtain preclearance (meaning, approval from Compliance before transacting)

Securities transactions that do not require preclearance

Is preclearance required for trades in an Approved Managed Account?

Yes, you must obtain, for yourself and on behalf of your Household or Family Members, preclearance for any transaction of a Covered Security by you or any Household or Family Member.

See Segment 2-D-3, below, for instructions on how to seek preclearance.

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 effected upon the exercise of Rights which were issued by an issuer pro rata to all holders of a class of its Securities, to the extent such Rights were acquired from such issuer.

Acquisitions of Covered Securities through gifts or bequests.

Visit the Appendix D for a table summarizing the trading and reporting requirements for Fund Access Persons.

No, you are not required to seek preclearance of a transaction in a Covered Security in an Approved Managed Account so long as you have no prior communication with the portfolio manager of that account in connection with that transaction.

Note, Vanguard PAS accounts generally do not qualify as Approved Managed Accounts because PAS account owners generally retain some level of investment discretion. Further, any

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	trades of Covered Securities in a PAS account must be
	precleared under this policy.
"Blackout period"	You may be subject to certain restrictions if you purchase or sell a
restrictions that may	Covered Security within seven (7) days before or after a
apply to personal	Vanguard Fund purchases or sells the same Covered Security or
trading in Covered	a Related Security (the "blackout period").
Securities	Purchasing or selling before a Vanguard Fund:
	Purchasing or selling before a Vanguard Fund:
	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 relinquish to Vanguard any
	profits earned from your sale of the Covered Security
	(exclusive of commissions), where profits are calculated
	based on the price that the Vanguard Fund received for
	selling the Covered Security or a Related Security. Note:
	Compliance will review your sale to determine if the
	relinquishment is required. This decision will be based on
	several factors, such as your role, access to fund trades, and
	the Covered Security sold.
	Purchasing or selling after a Vanguard Fund:
	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 policy and must immediately sell
	the Covered Security and relinquish 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 this policy and must relinquish to Vanguard 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.
	Compliance may exempt from these restrictions certain trades
	during blackout periods that coincide with trading by certain
	Vanguard Funds (e.g., index funds).

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Prohibited Securities transactions

The blackout period restrictions set forth above will not apply to a Fund Access Person's sale of stock of any issuer which has a market capitalization that exceeds US$5 billion (or local currency equivalent), provided that the total value of any sales of the Security by the Fund Access Person do not exceed US$10,000 (or local currency equivalent) in any 30-day rolling period. Sales of securities of issuers 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 the Waivers paragraph of Segment 2-D-1, above. Request and complete a

Hardship Waiver Request Form.

In addition to Segment 2-D-1, you are subject to the following restrictions with respect to any transaction in which you will acquire any direct or indirect Beneficial Ownership:

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, Digital Utility Tokens, Digital Security Tokens, and Digital Currencies).

Short-Term Trading. 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 rule. (Note, as stated, this is based on last- in/first-out accounting regardless of how you placed the trade or plan to report it for tax purposes.) If you realize profits on short-term trades, you will be required to relinquish the profits to Vanguard (exclusive of commissions). In addition, the trade will be recorded as a violation of this policy. 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.

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Segment 2-D-2(c): Investment Access Person requirements

The following terms and requirements apply to Investment Access Persons only and are in addition to the terms and requirements of Segment 2-D-1:

Securities transactions for which you must obtain preclearance (meaning, approval from Compliance before transacting)

Yes, you must obtain, for yourself and on behalf of your Household or Family Members, preclearance for any transaction of (i) a Covered Security, or (ii) a Vanguard ETF, by you or any Household or Family Member.

See Segment 2-D-3, below, for instructions on how to seek preclearance.

Securities transactions that do not require preclearance

Is preclearance required for trades in an Approved Managed Account?

You are not required to obtain preclearance for the following:

Purchases or sales of Vanguard Funds. (Reminder: The purchase or sale of Vanguard ETFs does 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).

Purchases effected upon the exercise of Rights which were issued by an issuer pro rata to all holders of a class of its Securities, to the extent such Rights were acquired from such issuer.

Acquisitions of Covered Securities through gifts or bequests.

Visit the Appendix for a table summarizing the trading and reporting requirements for Investment Access Persons.

Note, Vanguard PAS accounts generally do not qualify as Approved Managed Accounts because PAS account owners generally retain some level of investment discretion. Further, any trades of Covered Securities (but not trades of Vanguard ETFs) in a PAS account must be precleared under this policy.

Page 19 of 38

"Blackout period" restrictions that may apply to personal trading in Covered Securities

You may be subject to certain restrictions if you purchase or sell a Covered Security within seven (7) days before or after a Vanguard Fund purchases or sells the same Covered Security or a Related Security (the "blackout period").

Purchasing or selling before a Vanguard Fund:

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 relinquish to Vanguard any profits earned from your sale of the Covered Security (exclusive of commissions), where profits are calculated based on the price that the Vanguard Fund received for selling the Covered Security or a Related Security.

Purchasing or selling after a Vanguard Fund:

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 policy and must immediately sell the Covered Security and relinquish 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 this policy and must relinquish to Vanguard 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.

Compliance may exempt from these restrictions certain trades during blackout periods that coincide with trading by certain Vanguard Funds (e.g., index funds).

Page 20 of 38

Prohibited Securities transactions

paragraph of Segment D-1, above. Request and complete

a Hardship Waiver Request Form.

In addition to Segment 2-D-1, you are subject to the following restrictions with respect to any transaction in which you will acquire any direct or indirect Beneficial Ownership:

Short-Term Trading. 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. A last- in/first-out accounting methodology will be applied to a series of Security purchases when applying this rule. (Note, as stated, this is based on last-in/first-out accounting regardless of how you placed the trade or plan to report it for tax purposes.) If you realize profits on short-term trades, you will be required to relinquish the profits to Vanguard (exclusive of commissions). In addition, the trade will be recorded as a violation of this

policy. 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.

Segment 2-D-3: How to Seek and Abide by Preclearance Requirements

If you are required to obtain preclearance of any trade or transaction under this policy, then the terms of this Segment 2-D-3 apply to that trade or transaction.

Preclearance representations.

By seeking preclearance, you will be deemed to be advising and representing to 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.

How do I obtain preclearance?

Preclearance must be obtained via the "Personal Trade Pre-Clearance" path in MCO. Once the required information is submitted, your preclearance request will usually be approved or denied

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immediately. Transactions in Covered Securities (including, for Investment Access Persons, transactions in Vanguard ETFs) may not be executed before you receive approval.

As a reminder, preclearance of Private Placements is addressed in Segment 2-D-1 of this policy, above.

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 this policy. See Section 3 of this policy for more information regarding the sanctions that may be imposed as a result of a violation.

How long is my preclearance approval valid?

In the 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 permitted 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.

Outside the 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.

Section 3 – Penalties and Sanctions

How we enforce this policy

The Compliance Department regularly reviews the forms, reports, and other information it receives. If these reviews turn up information that is incomplete, questionable, or potentially in violation of this policy, the Compliance Department will investigate the matter and may contact you. If it is determined that you or any of your Household or Family Members have violated this policy, the Compliance Department or another appropriate party may take action.

Violations

If the Compliance Department determines that there has been a violation, you may be subject to penalties and sanctions as described in this policy and otherwise as described in Action Policy and, for crew and contingent workers in Australia, the Managing Misconduct Policy. The Compliance Department will generally utilize a rolling 24-month period when evaluating whether and how to sanction a violation. Any violation of this policy may result in disciplinary action up to and including termination of employment.

Vanguard takes all policy violations seriously and at times provides the Vanguard Funds' board with a summary of actions taken in response to material violations of this policy and other policies. You should be aware that other securities laws and regulations not addressed by this policy may also apply to you, depending upon your role at Vanguard.

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Exceptions

The Chief Compliance Officer or designee retains the discretion to interpret and grant exceptions to this policy and to decide how the rules apply to any given situation for the purpose of protecting the funds and being consistent with the general principles of this policy and the Code of Ethical Conduct.

In cases where exceptions to this policy are noted and you may qualify for them, you need to get prior written approval from the Compliance Department. If you believe that you have a situation that warrants an exception that is not discussed in this policy, you may submit a written request to the Compliance Department, which will consider your request and notify you of the outcome.

Section 4 – Defined Terms

The following definitions apply throughout this policy:

Access Person	Any person designated as an Investment Access Person, Fund Access
	Person, or Advisor Access Person.
Approved Managed	An investment account where (i) the account is owned by an investor
Account	and overseen by a hired professional money manager, (ii) the investor
	has no trading discretion on the account, and (iii) Compliance has
	approved it as an Approved Managed Account.
Associated Person	Any person who conducts securities business on behalf of 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
Program	made automatically in (or 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. For clarity, what you are deemed to have
	Beneficial Ownership of includes the following:
	Any Security owned individually by you.
	Any Security owned by a Household or Family Member.
	Any Security owned in joint tenancy, as tenants in common, or in
	other joint ownership arrangements.
	Any Security in which a Household or 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.

Page 23 of 38

	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 a Household or 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.
Certificate	In Germany, a right or obligation issued by a bank where the payout
	profile or benefit of ownership depends upon or is tied to the
	performance of an agreed-upon underlying asset or security.
Certificate of Deposit	An insured, interest-bearing deposit at a bank that requires the depositor
(CD)	to keep the money invested for a specified period.
Commercial Paper	A promissory note issued by a large company in need of short-term
	financing.
Covered Account	Any Vanguard Fund account, any brokerage account, and any other type
	of account that holds, or is capable of holding, Reportable Securities.
Covered Security	Any Security (including through an IPO), but not including any:
	Direct Obligations of a Government;
	Bankers' Acceptances, Certificates of Deposit (CD), Commercial
	Paper, and High-Quality Short-Term Debt Instruments, including
	Repurchase Agreements;
	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);
	Life policies;
	ETFs;
	ETNs; or
	Digital Currencies.
Debenture	An unsecured debt obligation backed only by the general credit of the
	borrower.
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). Common
	examples of a Digital Currency are Bitcoin and Ether. A Digital Currency
	is distinguishable from a Digital Security Token or a Digital Utility Token.
Digital Security Token	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 in 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

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	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.
Digital Utility Token	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.
Direct Obligation of a	A debt that is backed by the full taxing power of any government. These
Government	Securities are generally considered to be of the very highest quality.
ETF or Exchange-	An investment with characteristics of both mutual funds and individual
Traded Fund	stocks. Many ETFs track an index, a commodity, or a basket of assets.
	Unlike mutual funds, ETFs can be traded throughout the day. ETFs often
	have lower expense ratios but must be purchased and sold through a
	broker, which means you may incur commissions.
ETN or Exchange-	A senior, unsecured, unsubordinated debt Security issued by a financial
Traded Note	institution, whose returns are based on the performance of an underlying
	index and backed only by the credit of the issuer. ETNs have a maturity
	date, but typically pay no periodic coupon interest and offer no principal
	protection. At maturity an ETN investor receives a cash payment linked
	to the performance of the corresponding index, less fees.
Futures / Futures	A contract to buy or sell specific amounts of a commodity or financial
Contract	instrument (such as grain, a currency, including foreign currencies and
	Digital Currencies (e.g., Bitcoin), a Digital Security Token, 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-	An instrument that has a maturity at issuance of less than 366 days and
Term Debt Instrument	is rated in one of the two highest ratings categories by a nationally
	recognized statistical rating organization, or an instrument that is unrated
	but determined by Vanguard to be of comparable quality.
Household or Family	For the U.S., Australia, Canada, China, Hong Kong, and Mexico regions,
Member (U.S.,	the term "Household or Family Member" includes:
Australia, Canada,	a) Your spouse or domestic partner (an unrelated adult with whom
China, Hong Kong, and
Mexico)	you share your home and contribute to each other's support);
	b) Any child of yours or of your spouse or domestic partner, provided
	that the child resides in the same household as or is financially
	dependent upon you; or
	c) Any other individual over whose accounts you have control (e.g.,
	agent authority (full or limited), trustee, power of attorney authority)
	and to whose financial support you materially contribute.

Page 25 of 38

	For purposes of parts (a) and (b) of this definition, those persons may
	not be deemed Household or Family Members under this policy if you
	demonstrate, to the satisfaction of the Compliance Department, that you
	derive no economic benefit from, and exercise no control over, that
	person's accounts.
Household or Family	For Europe crew members, the term "Household or Family Member"
Member (Europe)	includes your spouse, domestic partner (an unrelated adult with whom
	you share your home and contribute to each other's support), and minor
	children, as well as relatives whether by blood, adoption, or marriage
	(e.g., children, grandchildren, siblings, parents, parents-in-law,
	stepchildren) residing in the same household for at least one year prior
	to the date of the personal transaction.
Initial Coin Offering	An initial offer or sale of Digital Currencies or Digital Security Tokens.
(ICO)	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, Digital Security Token, or Digital
	Utility Token
Initial Public Offering	A corporation's first offering of common stock to the public.
(IPO)
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).
Non-Access Person	Any person in a role that has not been designated as an Access Person
	role.
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
	applicable 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, hedge funds,
	and high net worth individuals. Private Placements are typically held or
	maintained outside of Vanguard.
Related Security	Any Security or instrument that provides economic exposure to the same
	company or entity—provided, however, that equity instruments will

Page 26 of 38

	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 Security	Any Covered Security, ETF, ETN, or Digital Security Token.
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).
Right	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.
Secondary Offering	The sale of new or closely held shares by a company that has already
	made an Initial Public Offering.
Security	Any Stock, Bond, money market instrument, Note, evidence of
	indebtedness, Debenture, Warrant, Option, Right, Investment Contract,
	ETF, ETN, Digital Currency that has been deemed to be a security by
	the US Securities and Exchange Commission, Certificate, or any other
	investment or interest commonly known as a Security.
SPAC (Special Purpose	A shell company or company with no commercial operations that is
Acquisition Company)	formed strictly to raise capital through an Initial Public Offering (IPO) for
	the purpose of acquiring an existing company.
Spread Betting	A way of trading that enables you to profit from movements in a wide
	range of markets from Securities to currencies, including foreign
	currencies and Digital Currencies, Digital Security Tokens, 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.
UCITS (Undertakings	A regulatory framework of the European Commission that creates a
for the Collective	harmonized regime throughout Europe for the management and sale of
Investment of	mutual funds. UCITS funds can be registered in Europe and sold to
Transferable	investors worldwide using unified regulatory and investor protection
Securities)	requirements.
Vanguard Client	The clients of VGI, or any of the International Subsidiaries, and investors
	in the Vanguard Funds, including the Vanguard Funds themselves.
Vanguard Fund	Vanguard mutual funds, Vanguard managed funds, Vanguard UCITS
	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.
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.

Page 27 of 38

Policy Compliance

Questions regarding this policy may be submitted to [email protected].

Please be aware of and comply with any supplemental policies that may apply to your role, department, or geographic region. Check with your manager for more information.

If you believe you may have breached this policy, you should immediately report it to your manager, notify the policy contact for your region, and work with them to take swift corrective action. Alternatively, you may report concerns regarding this policy via the Anonymous Reporting channel that Vanguard has arranged for your region. You are expected to cooperate with any research or investigation into conduct regarding this policy.

The Compliance Department is the owner of this policy. Any violations or potential violations of this policy may be investigated by the Compliance Department, and if it is determined that there has been a violation, you may be subject to penalties and sanctions as described in the Disciplinary Action Policy and, for crew and contingent workers in Australia, the Managing Misconduct Policy. Any violation of this policy may result in disciplinary action up to and including termination of employment.

Refer to the Policy Disclaimer Statement for more information.

Page 28 of 38

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