Vanguard Managed Account Program Service …

1 Vanguard Managed Account Program Service agreement 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 (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.

2 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 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 Financial Engines software, the Program chooses a default risk level for you based on the median risk level from your peer group , 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.

3 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 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 .

4 After the two weeks following the mailing of the introductory materials, we will begin managing your Account according to the target allocation generated by 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 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.

5 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 . 1 [VG_MA_ServiceAgmt_Privacy_CPY16075_04_2 016]. III. Fees involving unrestricted company stock investments in your Account at the Program 's sole discretion. You The Program fees are based on a percentage of assets under management (excluding loan balances) therefore further acknowledge and agree that we may decrease the amount of company stock investments according to the following schedule: 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 40 basis points ( ) per year for the first $100,000. issue allocations beyond 15% for your Account balance, notwithstanding that the Program can provide for 30 basis points ( ) per year for the next $150,000.

6 Allocations up to 20% (or such other maximum allocation applicable to the Program ). 20 basis points ( ) per year for the next $250,000. 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 10 basis points ( ) per year for assets over $500,000. regarding your employer or its securities. You acknowledge and agree that we may be precluded from There is a minimum annual fee of $60 per Account . making allocation changes with respect to company stock investments at any time that we may have material The fee will be deducted on a monthly basis proportionally from the balances invested in the Account for nonpublic information about such employer or its securities. The Program 's analysis of equity securities each full month that you are enrolled in the Program . On a business day on or around the 22nd day of the generally assumes an efficient market in which stock prices are fairly valued (as opposed to under-valued or month, VAI will post sell orders to liquidate a portion of each of the holdings in your Account in order to make overvalued).

7 Thus, we do not change allocations with respect to your company stock investment based on up the amount of the monthly charge to be deducted. The fee will then be deducted on the business day fundamental analysis of the security value compared to current prices. Instead we determine your allocation immediately following the date of the sell orders (generally the 23rd day of the month). 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 Fee example: Assume that, on the 22nd day of the month, your Account has a balance of $15,000, invested investment when providing advice and does not manage assets you may hold through a retirement plan $9,000 (60%) in Fund A and $6,000 (40%) in Fund B. You would be charged at the rate of 40 basis points, brokerage Account , if applicable, or other restricted investments.

8 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 You should be aware that, on any particular day, the actual allocation of your Account may differ from the balance in Fund A and 40%, or $2, would be deducted from your balance in Fund B. 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 Program reserves the right to increase or decrease the amount of the fees charged, but will notify the Account ; (3) availability of investment alternatives; (4) results of transaction rounding in any company Members of any change in the fee structure. The Program also reserves the right to offer certain retirement stock investments; (5) contributions; (6) the duration of the transition period; (7) the Program 's capacity plan sponsors and/or Members discounted fees or other promotional pricing.

9 In addition to the Program fee, to execute directed allocations and contributions to your Account ; and (8) any legal, regulatory, or other Account assets that are invested in mutual funds indirectly bear the annual fund operating expenses charged trading restrictions, including those imposed by securities exchanges or parties other than VAI, Vanguard , by those mutual funds. A fund's expenses are detailed in the fund's prospectus. Account assets that are and Financial Engines. 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. V. Financial Engines Financial Engines' advisory tools are powerful enough to analyze complex fund data, yet precise enough to If your Account balance is less than $15,000, please call a Managed Account specialist at 800-310-9228 to make personalized recommendations and provide expert advice and portfolio management.

10 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. As an independent, third-party, federally registered investment advisor, Financial Engines is able to provide its services free from conflicts of interest. For more detailed information about Financial Engines or its IV. Methodology investment methodology, please write to Financial Engines, Attn: Customer Support, 1050 Enterprise Way, The Program offers investment advice based on an investment methodology developed by Financial Engines. 3rd Floor, Sunnyvale, CA 94089 or go to for a copy of its brochure. For more information about Financial Engines or its investment methodology, please see V. Financial Engines. The Program uses Financial Engines' proprietary software, including software for which patents VI. Other important disclosures have been obtained and other patents are pending, to analyze historical and current returns, volatility, cross- Standard of care.