Vanguard Managed Account Program

Vanguard? Managed Account Program Service Agreement

I. Overview

The Vanguard Managed Account Program (the Program) is an advisory service offered by Vanguard Advisers, Inc. (VAI), to participants in employer-sponsored retirement plans (referred to in this document as "Members") for which The Vanguard Group, Inc. (Vanguard) provides recordkeeping services. The Program is powered by software developed by Financial Engines Advisors L.L.C. (Edelman Financial Engines), an independent investment advisor unaffiliated with VAI or Vanguard.

Members who enroll in the Program authorize the Program to: (1) select investments for their employer- sponsored retirement plan account (Account) from the universe of investment alternatives authorized by their plan sponsor for inclusion in the company's retirement plan; and (2) manage the Account on an ongoing basis. References in this document to "we" and "us" mean the Program, and references to "you" and "your" mean Members enrolled in the Program. For additional information, please see VAI's Form ADV Part II for the Program.

II. Description of services

The Program uses Edelman Financial Engines' software to determine what percentage of your assets to invest in each of the investment alternatives that have been selected by your plan sponsor for inclusion in your employer's retirement plan. This is known as a "target allocation." The Program determines your target allocation based on your current age and an assumption about your age at retirement. Using the Edelman Financial Engines software, the Program chooses a default risk level for you based on the median risk level from your peer group ? i.e., a set of investors with the same investment horizon. As you near retirement, the Program will reduce your Account's risk level.

Through your participation in the Program, you are giving the Program discretionary authority over your Account. This means that you are granting the Program the ability to buy and sell investments on your behalf and for your Account, and to generally transact on your Account, without obtaining your approval for each individual transaction.

Note: If you enroll in the Program, you will be unable to control or manage the investments in your own Account or access Personal Online Advisor, powered by Edelman Financial Engines, unless you cancel your participation in the Program.

After you enroll in the Program, you will receive introductory materials that will include a preview of the changes the Program intends to make to your Account. You will then have a two-week opportunity to review this report and to provide the Program with any additional information that could help us more closely tailor your target allocation to your individual circumstances. You may wish to provide us with additional information relating to: (1) a desired maximum allocation to company stock investments (not to exceed 20% of your unrestricted Account balance) if your Account is invested in, or eligible for investment in, such assets; (2) savings and investments you hold outside your Account (although we will not be responsible for providing investment advice or management for your outside accounts, they can be considered when advice is provided); (3) the age at which you plan to retire, if different from the Program's assumption; and (4) your desire to take on more or less risk than the target allocation suggested by the Program.

After the two weeks following the mailing of the introductory materials, we will begin managing your Account according to the target allocation generated by Edelman Financial Engines' software, incorporating any additional information that you may have submitted to us during the two-week review period. Initially, we will sell securities in your Account and use those proceeds, as well as your future contributions, to purchase investments according to the target allocation determined by Edelman Financial Engines' software. The initial transition period can last anywhere from a few weeks up to a few months as the Program invests periodically to bring your Account in line with the advice and target allocation outlined in your introductory materials, as well as any personalization information you may have provided.

After the initial transition period, we will send you a progress report each quarter that details the investments you hold, your total Account balance, and other useful information. The Program typically reviews your Account at least quarterly, which may result in a change to your target allocation or to the actual allocation of investments in the Account.

III. Fees

The Program fees are based on a percentage of assets under management (excluding loan balances) according to the following schedule:

? 40 basis points (0.40%) per year for the first $100,000.

? 30 basis points (0.30%) per year for the next $150,000.

? 20 basis points (0.20%) per year for the next $250,000.

? 10 basis points (0.10%) per year for the next $500,000.

There is a minimum annual fee of $60 per Account.

The fee will be deducted on a monthly basis proportionally from the balances invested in the Account for each full month that you are enrolled in the Program. On a business day on or around the 22nd day of the month, VAI will post sell orders to liquidate a portion of each of the holdings in your Account in order to make up the amount of the monthly charge to be deducted. The fee will then be deducted on the business day immediately following the date of the sell orders (generally the 23rd day of the month).

Fee example: Assume that, on the 22nd day of the month, your Account has a balance of $15,000, invested $9,000 (60%) in Fund A and $6,000 (40%) in Fund B. You would be charged at the rate of 40 basis points, which, on a balance of $15,000, results in an annual fee of $60. Your fee for the month would be $60 divided by 12 (since there are 12 months in a year), or $5. Of that $5, 60%, or $3, would be deducted from your balance in Fund A and 40%, or $2, would be deducted from your balance in Fund B.

The Program reserves the right to increase or decrease the amount of the fees charged, but will notify Members of any change in the fee structure. The fee will be charged monthly for each full month a participant is enrolled in the Program except during times of a planinitiated event, such as a plan termination or conversion to an alternate service provider, where the fees may be charged for a partial month.

Please note that during times of a plan-initiated event, such as a plan termination or conversion to an alternate service provider, fee handling will vary and will be communicated. The Program also reserves the right to offer certain retirement plan sponsors and/or Members discounted fees or other promotional pricing. In addition to the Program fee, Account assets that are invested in mutual funds indirectly bear the annual fund operating expenses charged by those mutual funds. A fund's expenses are detailed in the fund's prospectus. Account assets that are invested in other securities may indirectly bear other expenses charged by those securities. Such expenses may be detailed in the security's investment guidelines or fact sheets, as applicable.

If your Account balance is less than $15,000, please call a Managed Account specialist at 800-310-9228 to determine whether the Program is right for you. You may cancel your participation in the Program at any time by calling a Managed Account specialist.

IV. Methodology

The Program offers investment advice based on an investment methodology developed by Edelman Financial Engines. For more information about Edelman Financial Engines or its investment methodology, please see "V. Edelman Financial Engines." The Program uses Edelman Financial Engines' proprietary software, including software for which patents have been obtained and other patents are pending, to analyze historical and current returns, volatility, cross-correlations, and other factors to develop individualized target allocation recommendations for your Account.

Generally, the methodology used takes a long-term view of investment management. However, it may recommend trading or short-term purchases depending on market conditions, changes in individual preferences, and other relevant criteria.

The Program will invest your Account assets only in investments available through your employer retirement plan, which are primarily mutual funds but also may include exchange-listed equity securities, guaranteed investment contracts issued by insurance companies and banks, or other securities. The Program will not invest your Account assets in investments available through your plan's brokerage window (if applicable). The Program will not invest your Account assets in the following types of securities, but can consider them as part of its portfolio analysis if you already hold them: securities traded overthe-counter; securities traded in foreign markets; warrants; corporate debt securities; commercial paper; certificates of deposit; municipal securities; variable life insurance products; variable annuities; U .S. Government securities; options contracts on securities; and futures contracts on intangibles. The Program is not responsible for voting proxies for any securities that may be held in your Account.

To the extent that company stock investments are permitted in your Account, such investments may not exceed 20% of your unrestricted account balance (or such other maximum allocation applicable to the Program for your Account). You acknowledge and agree that you are directing the Program to effect transactions involving unrestricted company stock investments in your Account at the Program's sole discretion. You therefore further acknowledge and agree that we may decrease the amount of company stock investments held in your Account, if any, taking into consideration any preferred maximum target stock investments held in your Account, if any, taking into consideration any preferred maximum target allocation that you have specified. For example, if your current company stock investment allocation is 15%, we will generally not issue allocations beyond 15% for your Account balance, notwithstanding that the Program can provide for allocations up to 20% (or such other maximum allocation applicable to the Program).

You represent and acknowledge that at the time of enrollment or at the time you set or change your desired allocation for the company stock investment, you are not aware of any material nonpublic information regarding your employer or its securities. You acknowledge and agree

that we may be precluded from making allocation changes with respect to company stock investments at any time that we may have material nonpublic information about such employer or its securities. The Program's analysis of equity securities generally assumes an efficient market in which stock prices are fairly valued (as opposed to undervalued or overvalued). Thus, we do not change allocations with respect to your company stock investment based on fundamental analysis of the security value compared to current prices. Instead we determine your allocation for your company stock investments after analyzing the risk/return impact of concentrated holdings of such assets. The Program will not take into consideration any favorable tax treatment on your company stock investment when providing advice and does not manage assets you may hold through a retirement plan brokerage account, if applicable, or other restricted investments.

You should be aware that, on any particular day, the actual allocation of your Account may differ from the target allocation and from any preferred maximum target allocation to company stock investments you may have indicated due to various factors including but not limited to: (1) market movements; (2) changes to the Account; (3) availability of investment alternatives; (4) results of transaction rounding in any company stock investments; (5) contributions; (6) the duration of the transition period; (7) the Program's capacity to execute directed allocations and contributions to your Account; and (8) any legal, regulatory, or other trading restrictions, including those imposed by securities exchanges or parties other than VAI, Vanguard, and Edelman Financial Engines.

V. Edelman Financial Engines

Edelman Financial Engines' advisory tools are powerful enough to analyze complex fund data, yet precise enough to make personalized recommendations and provide expert advice and portfolio management.

As an independent, third-party, federally registered investment advisor, Edelman Financial Engines is able to provide its services free from conflicts of interest. For more detailed information about Edelman Financial Engines or its investment methodology, please write to Edelman Financial Engines, Attn: Customer Support, 3315 Scott Blvd, 4th Floor, Santa Clara, CA 95054 or go to for a copy of its brochure.

VI. Other important disclosures

Standard of care. With respect to plans subject to the Employee Retirement Income Security Act of 1974 ("ERISA"), VAI acknowledges and agrees that it is a fiduciary under Section3(21) of ERISA and an investment manager under Section 3(38) of ERISA with respect to the investment of your plan account, other than restricted investments. In addition, the Program and its representatives will perform the services described in this Service Agreement in good faith and in accordance with applicable federal and state securities laws. However, neither the Program, VAI, nor any affiliate will be held liable for any losses arising out of any action performed or omitted, or for errors of judgment made, within the scope of the performance of such services except for losses arising from its negligence, willful malfeasance, bad faith, or breach of its fiduciary duty. Federal and state securities laws impose liabilities under certain circumstances on persons even when they act in good faith, and nothing contained herein shall constitute a waiver or limitation of rights that you may have under federal or state securities laws. In addition, participation in the Program does not waive your rights under federal and state securities laws or ERISA which may impose liability in some circumstances on persons acting in good faith. The Program and its representatives are not liable for any losses caused by circumstances beyond our reasonable control. The Program is not responsible for voting proxies for any securities that may be held in your Account.

Transaction and redemption fees. Some funds charge fees on the purchase of shares. These fees, designed to offset the cost of buying and selling securities, are paid directly to the fund and are not sales charges. Additionally, some funds charge redemption fees in order to discourage short-term trading. The Program may invest your assets in investments with either or both of these types of fees. Should you incur such fees as a result of the services provided under this Service Agreement, you acknowledge that these fees will be assessed on your purchase, or deducted from your redemption proceeds, in accordance with the conditions set forth in the prospectus of the particular fund bought or sold for your Account.

Investment results. There is no assurance that you will achieve positive investment results by participating in the Program. The Program does not and cannot guarantee the future performance of your Account, nor can the Program ensure that the securities purchased on your behalf will be profitable. Investment return and principal value will fluctuate with market conditions and you may lose money. Although the Program will implement investment strategies designed to be prudent and diversified, all investments are subject to risks, including the risks described in the prospectuses of the investments in which your Account is invested.

Communications. You agree to verify the accuracy and completeness of your information on any communications to or from the Program (including but not limited to your plan preview and Progress Reports) and to inform the Program immediately of any inaccuracies so that we may make any appropriate adjustments to your Account, if needed.

You agree to provide the Program with updated information if any information provided by you changes at any time. You should be aware that failure to update us could negatively impact our ability to select a portfolio appropriate for your risk level and financial holdings. In the event that the Program becomes aware that a security held in a non-Program Account has been converted to cash or can no longer be modeled, the Program will assume that the balance related to such security has become zero.

You consent to the physical and electronic transmission and storage of your personal and financial information by and among the Program and you, VAI, the plan sponsor, their respective assignees and successors, and other parties as necessary and permissible to continue management of your Account under this Service Agreement.

Enforceability. If any part of this Service Agreement is found to be invalid or unenforceable, it will not affect the validity or enforceability of any other part of this Service Agreement, which will continue in full force and effect.

Arbitration. All controversies arising out of or relating to any services provided by the Program, VAI, Vanguard and their respective affiliates, directors, or employees with respect to transactions of any kind executed pursuant to this Service Agreement, with respect to any Accounts serviced according to this Service Agreement, or which relate in any way to this Service Agreement, will be resolved by arbitration and, to the extent not governed by federal law, such as ERISA, governed by the laws of the Commonwealth of Pennsylvania without reference to its conflicts of law rules . Note that this arbitration clause does not constitute a waiver of any right under federal or state securities laws, or under ERISA, including the right to choose the forum in which to seek resolution of disputes.

Arbitration shall be conducted in accordance with and subject to the then-applicable Commercial Dispute Resolution Procedures of the American Arbitration Association (the AAA Rules). Unless otherwise mutually agreed upon by the parties, the arbitration hearings will be held in Philadelphia, Pennsylvania. A panel of three arbitrators will be selected in accordance with the AAA Rules. The arbitrators will allow such discovery as is appropriate and consistent with the purposes of arbitration in accomplishing a fair, speedy, and cost- effective resolution of disputes. The arbitrators will reference the Federal Rules of Evidence and the Federal Rules of Civil Procedure then in effect in setting the scope of discovery. Judgment upon the award rendered in any such arbitration may be entered in any court having jurisdiction thereof, or application may be made to such court for a judicial acceptance of the award and enforcement, as the law of such jurisdiction may require or allow. You consent to service of process by first-class mail to your addresses maintained on record at Vanguard.

You should know that: (1) arbitration awards will be final and binding on all parties; (2) by electronically consenting to the Vanguard Managed Account Program online enrollment agreement or by signing the Vanguard Managed Account Program enrollment form, all parties are waiving their right to seek remedies in court, including the right to a jury trial; (3) pre-arbitration discovery is generally more limited than and different from court proceedings; (4) the arbitrators' decision is not required to include factual findings or legal reasoning; and (5) any party's right to appeal or to seek modification of ruling by arbitrators is strictly limited.

The arbitration clause may not apply to residents of all states.

VII. Assignment and termination of services

You may terminate your participation in the Program at any time by calling a Managed Account specialist at 800-310-9228. You may terminate your membership in the Program within the first partial month of enrollment at no cost.

If you terminate your participation, the Program will no longer manage your Account. Your assets will remain invested in, and your contributions will continue to be allocated to, the investments selected at the time you terminate your participation in the Program until you take further action.

The Program can terminate this Service Agreement at any time by notifying you in writing. The Program reserves the right, at our discretion and without prior notice, to change our investment planning methodology and/or other Program components and/or to discontinue the Program, in whole or in part, at any time. Changes may affect all Program participants, individual Program participants, or only those in certain classes or groups.

? 2023 The Vanguard Group, Inc. All rights reserved. BBBBRKXP 032023

P.O. Box 2900 Valley Forge, PA 19482-2900

Vanguard's privacy policy

This privacy policy is provided by The Vanguard Group, Inc.; and all of its subsidiaries ("Vanguard"). Our information collection and handling practices for the corporate. site are set forth below.

Please click here to view our Privacy notice for California residents.

Our commitment to you

As a Vanguard investor or prospective investor, you may entrust to our care not only your money but your personal and financial information as well. We recognize that your relationship with us is based on trust, and that you expect us to act responsibly and in your best interests. When we share client or prospective client information--whether it is your personal information or the fact that you are or may become a Vanguard client--we do so under the circumstances described in this policy.

We use your personal information primarily to respond to your inquiries or requests; to maintain and protect your accounts; to process transactions that you submit; to fulfill our legal obligations; for research and analytical purposes; and to develop, offer, and provide the financial products and services that we offer or sponsor.

The personal information we collect about you

The types of personal information we collect and share depend on the product or service you have with us. Examples of personal information we collect may include, among other things, your name and address, Social Security or taxpayer identification number, date of birth, assets, income, account balances, investment activity, accounts at other institutions, and information collected through your use of our website.

You provide personal information when you complete a Vanguard account application. (If you enter information in an online account application, we may store the information even if you don't complete or submit the application.) You also provide personal information when you request information or materials from us or otherwise interact with Vanguard, as well as when you transact in your accounts.

In addition to personal information you provide to us, we may receive information about you that you authorize other parties to provide to us. We also may obtain personal information from service providers not affiliated with Vanguard in order to verify your identity, to prevent fraud, or to help us identify products and services that may be of interest to you. The information we collect about you may be transferred to or stored by Vanguard or our service providers in the United States or elsewhere, as permitted by law.

We may combine the information collected on our website or through our mobile application with information collected from or about you in other contexts. This may include information collected online, such as on our website or through our email exchanges with you, from publicly available sources, or from offline sources, such as when you establish an account with us or call customer service. We will treat such combined information in accordance with this policy. If you do not wish to provide information to Vanguard, we may be unable to provide certain products or services to you.

How we use and disclose your personal information

We may use and share your personal information when needed to complete transactions at your request, to provide our services, or to make you aware of financial products and services that we offer, or where legally compelled to do so. Here are the details:

? In order to complete certain transactions or account changes that you direct, it may be necessary to provide identifying information about you to companies, individuals, or groups that are not affiliated with Vanguard. For example, if you ask to transfer assets from another financial institution to Vanguard, we will need to provide certain information about you to that institution to complete the transaction.

? In order to alert you to other financial products and services that Vanguard offers or sponsors, we may share your information within the Vanguard family of affiliated companies, to the extent permitted by law. This would include, for example, sharing your information within Vanguard to make you aware of new Vanguard funds or other investment offerings, advice services, brokerage services, or asset management and trust services.

? In certain instances, we contract with service providers to perform services for us. Where necessary, we will disclose personally identifying information we have about you to these service providers. In all such cases, we provide the service supplier with information about you only as necessary to carry out its responsibilities as provided in its agreement with us, and only for that purpose. And we require these service providers to treat your information with the same high degree of confidentiality that we do.

In order to market our products and services, we engage non-financial companies to show you relevant advertisements while you browse other websites or use social media. For further information on these activities, please see the section titled Interest-Based Advertising, below. To opt out of our sharing of your personal information with nonaffiliated third parties, please click here.

? Finally, we will release information about you if you direct or authorize us to do so, if we are compelled by law or legal process to do so, or in other legally limited circumstances (for example, to prevent fraud).

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Cookies, web beacons, and online privacy

Our concern for the privacy of our investors and prospective investors naturally extends to those who use our personal investors website, investor., and our Vanguard investors mobile application.

Our website and our mobile application use some of the most secure forms of online communication available, including data encryption, transmission encryption, usernames and passwords, adaptive authentication techniques, and back-end fraud and account monitoring. These technologies provide a high level of security and privacy when you access your account information, initiate online transactions, or send secure messages.

We use a variety of online technologies, as described further below, to collect information that helps us understand how our websites and our mobile application are used. Specifically, when you visit Vanguard online, we or our service providers may automatically collect a variety of technical and navigational information about you via these technologies, including, as applicable: your computer or device type; operating system version; browser type and version; user agent string; internet connection type; mobile network provider; date and time of your visit; time since your last visit; pages you view; links you select; searches you conduct; the internet protocol (IP) address used to access our website or mobile application; your general geographic location (e.g., your city, state, or zip code); and the website visited before our site. We also may use similar tracking technologies in emails that we or our service providers send to you, as further described below. This information may be used, for example, to alert you to software compatibility issues, to resolve technical or service problems, and for security purposes. We also analyze this information, with the assistance of our service providers, to improve our website and mobile application design and functionality, to enhance our ability to serve you and your accounts, and to tailor our communications to you regarding our products and services.

Cookies

A cookie is a small file of letters and numbers that is stored on your computer or other device when you visit a website or a mobile application. Cookies contain information that is transferred to or read on your device and allow websites and mobile application to recognize devices and store certain information, such as user preferences. Cookies are used to distinguish you from other users of our online services. This helps us to provide you with a useful experience when you browse and also allows us to improve our online services. This helps us to personalize and improve your user experience and help enhance site navigation, and to develop, offer, and provide our products and services to you. Cookies also help us to understand how people use our online services so that we can improve their structure, functionality, security, and content. We and our service providers use session cookies, which link your actions during a particular online session and expire at the end of that session, as well as persistent cookies, which remain on your device and allow us to remember your actions or preferences across multiple browser sessions.

If you are concerned about having cookies on your computer or other device, you can set your web browser to refuse all cookies or to indicate when a cookie is being set, allowing you to decide whether to accept it. You can also delete cookies from your device. The help feature on most web browsers will tell you how to prevent your browser from accepting new cookies, how to receive notice when a new cookie is set, and how to disable cookies altogether. However, if you choose to block or delete cookies, certain features of our website or our mobile application may not operate correctly. Information about how to opt out of the use of cookies for certain purposes (such as interest-based advertising) is discussed below in the section titled "Your opt out rights."

Web beacons

Our website, our mobile application, and the emails that you receive from Vanguard use an application known as a web beacon (also known as a pixel tag or clear gif). A web beacon is an electronic file that usually consists of a single-pixel image, embedded in a web or mobile application page or an email to measure usage and activity. In some cases, a web beacon triggers the placement of a persistent cookie on your device.

Our website and mobile application offer customized features that require our use of cookies and web beacons. Certain sections of our website and mobile application require cookies to be enabled to support site or application performance and provide enhanced authentication. For example, cookies enable us to personalize and improve your user experience and help enhance navigation. Cookies also help us to understand how people use our online services so that we can improve their structure, functionality, and content. Web beacons allow us, directly or through our service providers, to collect information used for website and mobile application analytics, such as how many users have visited particular pages or downloaded documents, or how frequently users search for a particular term. We and our service providers also use web beacons and cookies to determine whether and when you receive and open our emails, and whether you select any links in an email. However, we do not use them to view or collect data in cookies or similar data files created by other websites. For further information on how we and our service providers collect and use such information, and to learn more about how to opt out of such information sharing, please visit the sections titled "Interest-based advertising" and "Your opt out rights," below.

Third Party Websites/Online Services. Our website includes links to third-party sites or information that we think may be of interest to you. When you select these links and leave our website, our sites' terms and conditions of use and privacy policy no longer apply. You are responsible for complying with the third-party site's terms of use and understanding its privacy policy, both of which you should review carefully.

Our website may enable you to share information directly with websites or online services operated by third parties. For example, our sites contain features that allow you to share articles or content through Facebook, Twitter, LinkedIn, and other services, and to view content through video players and other services (such as the YouTube video player). If you choose to use these features, you may disclose information to those websites or services and their users, and to the public more generally. Even if you do not select these plug-in features, these third parties may collect information about you, such as your IP address and the pages that you view, and they may also set and/or access a cookie on your device. Because these third-party websites and services are not operated by Vanguard, we are not responsible for their content or practices. The collection, use, and disclosure of information through these websites and services are subject to the privacy policies of the third-party websites or services.

Analytics

We engage service providers to collect the information discussed above to engage in analysis, auditing, research, and reporting. These service providers may set and access cookies on your computer or other device and may use web beacons to collect information about your activity on our website and mobile application.

Adobe Analytics. Our website and mobile application use Adobe Analytics to help collect and analyze certain information for the purposes discussed above. The information generated about your use of our online services may be transmitted to and stored by Adobe Analytics on servers outside your country of residence.

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