EX-99.N 18F-3 PLAN 4 vanguard_18f3.htm 18F-3 vanguard_18f3.htm - Generated by SEC Publisher for SEC Filing
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
(collectively the “Funds,” individually a “Fund”). The Plan explains the separate
arrangements for each class, how expenses are allocated to each class, and the conversion
features of each class. 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
(“Vanguard”). In addition, the Plan has been adopted by a majority of the Board of
Trustees of each Fund, 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 Vanguard business line depending on the eligibility of the client
segments to whom they market. Vanguard retains sole discretion in determining share
class availability, and whether Fund shares shall be offered either directly or through
certain financial intermediaries, or on certain financial intermediary platforms. Eligibility
requirements for purchasing shares of each class will differ, as follows:
 
  A. Investor Shares
 
    Investor Shares generally will be available to investors who are not
  permitted to purchase other classes of shares, subject to the eligibility
  requirements specified in Schedule B hereto, as such Schedule may be amended
  from time to time. It is expected that the minimum investment amount for

 

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Investor Shares will be substantially lower than the amount required for any other
class of shares. Investor Shares are typically distributed by all Vanguard business
lines.
 
B. Admiral Shares
 
  Admiral Shares generally will be available to individual, 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 the Fund; or (ii) any other factors deemed appropriate by a
Fund’s Board of Trustees. Admiral Shares are typically distributed by all
Vanguard 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 Vanguard’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 Vanguard share classes. Institutional Select Shares are typically
distributed by Vanguard’s institutional business line.

 

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  F. ETF Shares
 
    A Fund will sell ETF Shares to investors that are (or who purchase
  through) Authorized Participants, and who pay for their ETF shares by depositing
  a prescribed basket of securities rather than paying cash. 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 Vanguard business lines.
 
  G. Transition Shares
 
    Transition Shares generally will be available solely to Vanguard funds-of-
  funds that 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
 
  All share classes will receive a range of services provided by Vanguard on a per
account basis. These “account-based” 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. It is expected that the aggregate amount of account-based services provided to
Investor Shares will materially exceed the amount of such services provided to any other
class, due to the existence of many more accounts holding Investor Shares. In addition to
this difference in the volume of services provided, arrangements will differ among the
classes as follows:
 
  A. Investor Shares
 
    Investor Shares generally will receive the most basic level of service from
  Vanguard. Investor Shares generally will be serviced through a pool of Vanguard
  client service representatives.
 
  B. Admiral Shares
 
    Admiral Shares will receive a different level of service from Vanguard as
  compared to Investor Shares. Special client service representatives may be
  assigned to service Admiral Shares, and holders of such shares may from time to
  time receive special mailings and unique additional services.

 

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C. Institutional Shares
 
  Institutional Shares will receive from Vanguard a level of service that
differs from the service provided to the holders of shares of other classes. Such
services may include special client service representatives who will be assigned to
service Institutional Shares. Most holders of Institutional Shares periodically will
receive special investment updates from Vanguard’s investment staff. Holders of
Institutional Shares also may receive unique additional services from Vanguard,
and generally will be permitted to transact with Vanguard through the National
Securities Clearing Corporation’s FundSERV system and other special servicing
platforms for institutional investors.
 
D. Institutional Plus Shares
 
  Institutional Plus Shares generally will receive a very high level of service
from Vanguard as compared to any other share classes. Special client service
representatives will be assigned to service Institutional Plus Shares, and most
holders of such shares periodically, but more than the holders of all other shares,
will receive special updates from Vanguard’s investment staff. Holders of
Institutional Plus Shares may receive unique additional services from Vanguard,
and generally will be permitted to transact with Vanguard through the National
Securities Clearing Corporation’s FundSERV system and other special servicing
platforms for institutional investors.
 
E. Institutional Select Shares
 
  Institutional Select Shares generally will receive a customized level of
service. Holders of Institutional Select Shares may receive unique additional
services from Vanguard, and generally will be permitted to transact with
Vanguard through the National Securities Clearing Corporation’s FundSERV
system and other special servicing platforms for institutional investors.
 
F. ETF Shares
 
  A Fund is expected to maintain only one shareholder of record for ETF
Shares¾DTC or its nominee. Special client service representatives will be
assigned to the DTC account, and all transactions on this account will be handled
electronically. Due to the nature and purpose of the DTC account, ETF Shares
will not receive any special updates from Vanguard’s investment staff.
 
G. Transition Shares
 
  The only investors eligible to own Transition Shares are Vanguard funds-
of-funds, and it is expected that such funds, because of the nature of Transition
Shares, will own the shares only for the brief periods necessary to complete the
relevant portfolio transitions. The level of service provided will be commensurate

 

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  with the needs of a fund-of-funds transitioning from one underlying fund to
  another.
 
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 Vanguard representative. Shareholders may convert from one share class
    into another share class provided that following the conversion the
    shareholder: (i) meets the then applicable eligibility requirements for the
    share class into which they are converting; and (ii) receives services
    consistent with such new share class. Any such conversion will occur at
    the respective net asset values of the share classes next calculated after
    Vanguard’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
    Vanguard’s receipt of the shareholder’s request in good order. Vanguard
    or the Fund may charge an administrative fee to process conversion
    transactions.
 
  B. Automatic Conversions
 
    1. Automatic conversion into Admiral Shares. Vanguard may
    automatically convert Investor Shares into Admiral Shares of the same
    fund (if available), provided that following the conversion the shareholder:
    (i) meets the eligibility requirements for Admiral Shares; and (ii) receives
    services consistent with Admiral Shares. Any such conversion will occur
    at the respective net asset values of the share classes next calculated after
    Vanguard’s conversion without the imposition of any charge. Such
    automatic conversions may occur on a periodic, or one-time basis.
    Automatic conversions may occur at different times due to the differing
    mechanisms through which an account is funded or meets the required

 

85097, v0.62 5

 

    investment minimum. Automatic conversions do not apply to certain
    types of accounts (e.g., accounts held through certain intermediaries, or
    other accounts as may be excluded by Vanguard management).
 
    2. Automatic conversion into Institutional Shares, Institutional
    Plus Shares, or Institutional Select Shares. Vanguard 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 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
 
    Vanguard is a jointly-owned subsidiary of the Funds. Vanguard provides
  the Funds, on an at-cost basis, virtually all of their corporate management,
  administrative and distribution services. Vanguard also may provide investment
  advisory services on an at-cost basis to the Funds. Vanguard 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”). Vanguard’s direct
  and indirect expenses of providing corporate management, administrative and

 

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distribution services to the Funds are allocated among such funds in accordance
with methods specified in the Agreement.1
 
B. Class Specific Expenses
 
  1. Expenses for Account-Based Services. Expenses associated
  with Vanguard’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;
  (ii) the percentage of total account transactions performed by
  Vanguard for each class; and (iii) the percentage of new accounts
  opened for each class.
 
  (b) Expenses of special servicing arrangements.
  Expenses relating to any special servicing arrangements for a
  specific class will be proportionally allocated among each eligible
  Fund’s share classes primarily based on their percentage of total
  shareholder accounts receiving the special servicing arrangements.
 
  (c) Literature production and mailing expenses.
  Expenses associated with shareholder reports, proxy materials and
  other literature will be allocated among each Fund’s share classes
  based upon the number of such items produced and mailed for
  each class.
 
  2. Other Class Specific Expenses. Expenses for the primary
  benefit of a particular share class will be allocated to that share class.
  Such expenses would include any legal fees attributable to a particular
  class.
 
C. Fund-Wide Expenses
 
  1. Marketing and Distribution Expenses. Each share class will
  bear marketing and distribution expenses proportionate to the marketing
  and distribution expenses of the business lines that distribute that share
  class. Retail and institutional businesses expenses will be allocated based
 
1 In accordance with the Agreement and Board approved methodologies, the expenses that would otherwise
have been allocated to each Vanguard Fund of Funds are reallocated to the approve share class of the
underlying funds in the Fund of Funds’ portfolio on a pro rata basis based on that Fund of Funds relative
net assets invested in the underlying fund’s share class.

 

85097, v0.62 7

 

  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’s
  Board of Trustees under paragraph (c)(1)(v) of Rule 18f-3 under the
  Investment Company Act of 1940.
 
  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 Vanguard.

 

85097, v0.62 8

 

Original Board Approval: July 21, 2000
Last Approved by Board: December 18, 2015

85097, v0.62 9

 

SCHEDULE A to

VANGUARD FUNDS MULTIPLE CLASS PLAN

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

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

 

85097, v0.62 1

 

Vanguard Fund Share Classes Authorized
 
Vanguard Chester Funds  
· PRIMECAP Fund Investor, Admiral
· Target Retirement Income Fund Investor
· Target Retirement 2010 Fund Investor
· Target Retirement 2015 Fund Investor
· Target Retirement 2020 Fund Investor
· Target Retirement 2025 Fund Investor
· Target Retirement 2030 Fund Investor
· Target Retirement 2035 Fund Investor
· Target Retirement 2040 Fund Investor
· Target Retirement 2045 Fund Investor
· Target Retirement 2050 Fund Investor
· Target Retirement 2055 Fund Investor
· Target Retirement 2060 Fund Investor
· Target Retirement 2065 Fund Investor
· Institutional Target Retirement Income Fund Institutional
· Institutional Target Retirement 2010 Fund Institutional
· Institutional Target Retirement 2015 Fund Institutional
· Institutional Target Retirement 2020 Fund Institutional
· Institutional Target Retirement 2025 Fund Institutional
· Institutional Target Retirement 2030 Fund Institutional
· Institutional Target Retirement 2035 Fund Institutional
· Institutional Target Retirement 2040 Fund Institutional
· Institutional Target Retirement 2045 Fund Institutional
· Institutional Target Retirement 2050 Fund Institutional
· Institutional Target Retirement 2055 Fund Institutional
· Institutional Target Retirement 2060 Fund Institutional
· Institutional Target Retirement 2065 Fund Institutional
 
Vanguard Convertible Securities Fund Investor
 
Vanguard Explorer Fund Investor, Admiral
 
Vanguard Fenway Funds  
· Equity Income Fund Investor, Admiral
· Growth Equity Fund Investor
· PRIMECAP Core Fund Investor
 
Vanguard Fixed Income Securities Funds  
· Ultra-Short-Term Bond Fund Investor, Admiral
· 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

 

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Vanguard Fund Share Classes Authorized
 
· Long-Term Investment-Grade Fund Investor, Admiral
· High-Yield Corporate Fund Investor, Admiral
 
Vanguard Horizon Funds  
· Capital Opportunity Fund Investor, Admiral
· Global Equity Fund Investor
· Strategic Equity Fund Investor
· Strategic Small-Cap Equity Fund Investor
 
Vanguard Index Funds  
· 500 Index Fund Investor, Admiral, Institutional Select, ETF
· Extended Market Index Fund Investor, Admiral, Institutional,
    Institutional Plus, Institutional Select, ETF
· Growth Index Fund Investor, Admiral, Institutional, ETF
· Large-Cap Index Fund Investor, Admiral, Institutional, ETF
· Mid-Cap Growth Index Fund Investor, Admiral, ETF
· Mid-Cap Index Fund Investor, Admiral, Institutional,
    Institutional Plus, ETF
· Mid-Cap Value Index Fund Investor, Admiral, ETF
· Small-Cap Growth Index Fund Investor, Admiral, Institutional, ETF
· Small-Cap Index Fund Investor, Admiral, Institutional,
    Institutional Plus, ETF
· Small-Cap Value Index Fund Investor, Admiral, Institutional, ETF
· Total Stock Market Index Fund Investor, Admiral, Institutional, Institutional
    Plus, Institutional Select, ETF
· Value Index Fund Investor, Admiral, Institutional, ETF
 
Vanguard International Equity Index Funds  
· Emerging Markets Stock Index Fund Investor, Admiral, Institutional,
    Institutional Plus
  FTSE Emerging Markets ETF ETF
· European Stock Index Fund Investor, Admiral, Institutional,
    Institutional Plus
  FTSE Europe ETF ETF
· FTSE All-World ex US Index Fund Investor, Admiral, Institutional, Institutional
    Plus, ETF
· Pacific Stock Index Fund Investor, Admiral, Institutional,
    Institutional Plus
  FTSE Pacific ETF ETF
· Total World Stock Index Fund Investor, Institutional, ETF
· FTSE All World ex-US Small-Cap Index Fund Investor, Institutional, ETF
· Global ex-U.S. Real Estate Index Fund Investor, Admiral, Institutional, ETF

 

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Vanguard Fund Share Classes Authorized
 
Vanguard Malvern Funds  
· Capital Value Fund Investor
· Short-Term Inflation-Protected Securities  
  Index Fund Investor, Admiral, Institutional, ETF
· U.S. Value Fund Investor
· Institutional Short-Term Bond Fund Institutional Plus
· Institutional Intermediate-Term Bond Fund Institutional Plus
· Core Bond Fund Investor, Admiral
· Emerging Markets Bond Fund Investor, Admiral
 
Vanguard Massachusetts Tax-Exempt Funds  
· Massachusetts Tax-Exempt Fund Investor
 
Vanguard Money Market Funds  
· Prime Money Market Fund Investor, Admiral
· Federal Money Market Fund Investor
 
Vanguard Morgan Growth Fund Investor, Admiral
 
Vanguard Montgomery Funds  
· Market Neutral Fund Investor, Institutional
 
Vanguard Municipal Bond Funds  
· Municipal Money Market Fund Investor
· Short-Term Tax-Exempt Fund Investor, Admiral
· Limited-Term Tax-Exempt Fund Investor, Admiral
· Intermediate-Term Tax-Exempt Fund Investor, Admiral
· Long-Term Tax-Exempt Fund Investor, Admiral
· High-Yield Tax-Exempt Fund Investor, Admiral
· Tax-Exempt Bond Index Fund Investor, Admiral, ETF
 
Vanguard New Jersey Tax-Free Funds  
· Municipal Money Market Fund Investor
· Long-Term Tax-Exempt Fund Investor, Admiral
 
Vanguard New York Tax-Free Funds  
· Municipal Money Market Fund Investor
· Long-Term Tax-Exempt Fund Investor, Admiral
 
Vanguard Ohio Tax-Free Funds  
· Long-Term Tax-Exempt Fund Investor
 
Vanguard Pennsylvania Tax-Free Funds  
· Municipal Money Market Fund Investor
· Long-Term Tax-Exempt Fund Investor, Admiral

 

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Vanguard Fund Share Classes Authorized
 
Vanguard Quantitative Funds  
· Growth and Income Fund Investor, Admiral
 
Vanguard Scottsdale Funds  
· Short-Term Government Bond Index Fund Institutional, Admiral, ETF
· Intermediate-Term Government Bond Index Fund Institutional, Admiral, ETF
· Long-Term Government Bond 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
 
Vanguard Specialized Funds  
· Energy Fund Investor, Admiral
· Precious Metals Fund Investor
· Health Care Fund Investor, Admiral
· Dividend Growth Fund Investor
· REIT Index Fund Investor, Admiral, Institutional, ETF
· Dividend Appreciation Index Fund Investor, Admiral, ETF
 
Vanguard STAR Funds  
· LifeStrategy Conservative Growth Fund Investor
· LifeStrategy Growth Fund Investor
· LifeStrategy Income Fund Investor
· LifeStrategy Moderate Growth Fund Investor
· STAR Fund Investor
· Total International Stock Index Fund Investor, Admiral, Institutional,
    Institutional Plus, Institutional Select,
    ETF
Vanguard Tax-Managed Funds  
· Tax-Managed Balanced Fund Admiral
· Tax-Managed Capital Appreciation Fund Admiral, Institutional
· Developed Markets Index Fund Investor, Admiral, Institutional,
    Institutional Plus
  FTSE Developed Markets ETF ETF
· Tax-Managed Small-Cap Fund Admiral, Institutional

 

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Vanguard Fund Share Classes Authorized
 
Vanguard Trustees’ Equity Fund  
· International Value Fund Investor
· Diversified Equity Fund Investor
· Emerging Markets Select Stock Fund Investor
· Alternative Strategies Fund Investor
 
Vanguard Valley Forge Funds  
· Balanced Index Fund Investor, Admiral, Institutional
· Managed Payout Fund Investor
 
Vanguard Variable Insurance Funds  
· Balanced Portfolio Investor
· Conservative Allocation Portfolio Investor
· Diversified Value Portfolio Investor
· Equity Income Portfolio Investor
· Equity Index Portfolio Investor
· Growth Portfolio Investor
· 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
· REIT Index Portfolio Investor
· Short-Term Investment Grade Portfolio Investor
· Small Company Growth Portfolio Investor
· Capital Growth Portfolio Investor
· Total Stock Market Index Portfolio Investor
 
Vanguard Wellesley Income Fund Investor, Admiral
 
Vanguard Wellington Fund Investor, Admiral
 
Vanguard Whitehall Funds  
· Selected Value Fund Investor
· Mid-Cap Growth Fund Investor
· International Explorer Fund Investor
· High Dividend Yield Index Fund Investor, ETF
· Emerging Markets Government  
  Bond Index Fund Investor, Admiral, Institutional, ETF
· Vanguard Global Minimum Volatility Fund Investor, Admiral
· International Dividend Appreciation Index Fund Investor, Admiral, ETF
· International High Dividend Yield Index Fund Investor, Admiral, ETF
 
Vanguard Windsor Funds  
· Windsor Fund Investor, Admiral
· Windsor II Investor, Admiral

 

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Vanguard Fund Share Classes Authorized
 
Vanguard World Fund  
· Extended Duration Treasury Index Fund Institutional, Institutional Plus, ETF
· FTSE Social Index Fund Investor, Institutional
· 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
· Telecommunication Services Index Fund Admiral, ETF
· Utilities Index Fund Admiral, ETF
 
Original Board Approval: July 21, 2000  
Last Updated: April 17, 2017  

 

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SCHEDULE B
to
VANGUARD FUNDS MULTIPLE CLASS PLAN
 
 
Vanguard 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 Vanguard’s Compliance Department.
 
Investor Shares - Eligibility Requirements
 
Investor Shares generally require a minimum initial investment and ongoing account
balance of $3,000 ($50,000 for Vanguard Admiral Treasury Money Market Fund). Retail
managed clients and financial intermediary and other institutional clients may hold
Investor Shares without restriction in Funds that do not offer Admiral Shares. A
Vanguard Fund may, from time to time, establish higher or lower minimum amounts for
Investor Shares. Vanguard also reserves the right to establish higher or lower minimum
amounts for certain investors or a group of investors.
 
Admiral Shares – Eligibility Requirements
 
Admiral Shares generally are intended for clients who meet the required minimum initial
investment and ongoing account balance of $10,000 for retail clients in index funds and
$50,000 for retail clients in actively managed funds. Retail managed clients and external
financial intermediary and other institutional clients may hold Admiral Shares of both
index and actively managed funds without restriction. Vanguard Funds may, from time
to time, establish higher or lower minimum amounts for Admiral Shares and Vanguard
reserves 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 generally are not available for
  SIMPLE IRAs, Vanguard Individual 401(k) Plans, and retail serviced
Individual 403(b)(7) custodial accounts held directly with Vanguard.
 
Institutional Shares – Eligibility Requirements
 
Institutional Shares generally require a minimum initial investment and ongoing account
balance of $5,000,000. However, Vanguard also reserves the right to establish higher or
lower minimum amounts for certain investors or a group of investors. Institutional Share
 
 
 
 
2 The eligibility of a Vanguard Fund of Funds to invest in a particular share class of an underlying
Vanguard fund is determined by Vanguard and the Board in accordance with the allocation methodology
referenced in Section VI.

 

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class eligibility also is subject to the following special rules:
 
· Individual clients. Individual clients may hold Institutional Shares by
  aggregating up to 3 accounts held by the same client (same tax I.D. number)
  in a single Fund.
 
· Financial intermediary clients. Financial intermediaries generally may hold
  Institutional Shares for the benefit of their underlying clients provided that:
 
  (1) each underlying investor individually meets the investment minimum
  amount described above; and
  (2) the financial intermediary agrees to monitor ongoing compliance of the
  underlying investor accounts with the investment minimum amount; or
  (3) a sub-accounting arrangement between Vanguard and the financial
  intermediary allows Vanguard to monitor compliance with the eligibility
  requirements established by Vanguard.
 
· Institutional clients. Institutional clients, including but not limited to defined
  benefit and contribution plan clients, endowments, and foundations may hold
  Institutional 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 $5 million (or such higher minimum required
  by the individual fund). Such institutional clients must disclose to Vanguard
  on behalf of their accounts the following: (1) that each account has a common
  decision-maker; and (2) the total balance in each account held by the client in
  the 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 Vanguard 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 ¾Accounts 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 Vanguard 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 Vanguard management.

 

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Institutional Plus Shares - Eligibility Requirements
 
Institutional Plus Shares generally require a minimum initial investment and ongoing
account balance of $100,000,000. However, Vanguard also reserves 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:
 
· Individual clients. Individual 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, Vanguard management is
  authorized to permit aggregation of a greater number of accounts in the case
  of clients whose aggregate assets within the Vanguard Funds are expected to
  generate substantial economies in the servicing of their accounts.
 
· Institutional clients. Institutional clients, including but not limited to defined
  benefit and contribution plan clients, endowments, and foundations 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 institutional clients must
  disclose to Vanguard on behalf of their accounts the following: (1) that each
  account has a common decision-maker; and (2) the total balance in each
  account held by the client in the 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) a sub-accounting arrangement between Vanguard and the financial
  intermediary allows Vanguard to monitor compliance with the eligibility
  requirements established by Vanguard.
 
· 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 Vanguard 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 Vanguard management.
 
· Asset Allocation Models - Vanguard clients with defined asset allocation
models whose assets meet eligibility requirements may qualify for

 

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  Institutional Plus Shares if such models comply with policies and procedures
  that have been approved by Vanguard 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, Vanguard also reserves 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. Institutional clients, including but not limited to defined
  benefit and contribution plan clients, endowments, foundations, and Section
  529 college savings plans 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 institutional clients must disclose to Vanguard on behalf of their
  accounts the following: (1) that each account has a common decision-maker;
  and (2) the total balance in each account held by the client 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) a sub-accounting arrangement between Vanguard and the financial
  intermediary allows Vanguard to monitor compliance with the eligibility
  requirements established by Vanguard.
 
· 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 Vanguard 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 Vanguard management.
 
· Investment by Vanguard collective investment trusts with a similar mandate.
  A Vanguard collective investment trust exempt from regulation under the
  Investment Company Act and that seeks to achieve its investment objective by
 
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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 DTC Participant, as defined in Paragraph
III.D of the Multiple Class Plan. Investors purchasing ETF Shares from a Fund must
purchase a minimum number of shares, known as a Creation Unit. The number of ETF
Shares in a Creation Unit may vary from Fund to Fund, and will be set forth in the
relevant prospectus. The value of a Fund's Creation Unit will vary with the net asset
value of the Fund’s ETF Shares, but is expected to be several million dollars. An eligible
investor generally must purchase a Creation Unit by depositing a prescribed basket of
securities with the Fund, rather than paying cash.
 
Transition Shares – Eligibility Requirements
 
Transition Shares will be offered only to Vanguard funds-of-funds and only by an
underlying fund of a Vanguard fund-of-funds (i) that is receiving assets in kind from one
or more funds-of-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: January 29, 2016

 

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