EX-99.N 18F-3 PLAN 5 vg_mcp4819.htm MULTI CLASS PLAN vg_mcp4819.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 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 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

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time. It is expected that the minimum investment amount for Investor Shares of a Fund will normally be lower than the amount required for any other class of shares of that Fund. Investor Shares are typically distributed by all VGI business lines.

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

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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

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  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

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at-cost basis, virtually all of their corporate management, administrative and distribution services. VGI also may provide investment advisory services on an at-cost basis to the Funds. VGI was established and operates pursuant to a Funds’ Service Agreement between itself and the Funds (the “Agreement”), and pursuant to certain exemptive orders granted by the U.S. Securities and Exchange Commission (“Exemptive Orders”). VGI’s direct and indirect expenses of providing corporate management, administrative and distribution services to the Funds are allocated among such Funds in accordance with methods specified in the Agreement or such other methods as may be approved by the Board of Directors of VGI (“VGI Board”) as permitted under the Agreement and by the Fund Board.1

B.      Class Specific Expenses
  1. Expenses for Account-Based Services. Expenses associated with VGI’s provision of account-based services to the Funds will be allocated among the share classes of each Fund on the basis of the amount incurred by each such class as follows:

     (a) Account maintenance expenses. Expenses associated with the maintenance of investor accounts will be proportionately allocated among each Fund’s share classes based upon a monthly determination of the costs to service each class of shares. Factors considered in this determination are (i) the percentage of total shareholder accounts represented by each class; and (ii) the percentage of total account transactions performed by VGI for each class.

     (b) Expenses of special servicing arrangements. Expenses relating to any special servicing arrangements for a specific class will be proportionally allocated among each eligible Fund’s share classes primarily based on their percentage of total shareholder accounts receiving the special servicing arrangements.

     (c) Literature production and mailing expenses. Expenses associated with shareholder reports, proxy materials and other literature will be allocated among each Fund’s share classes based upon the number of such items produced and mailed for each class.

     2. Other Class Specific Expenses. Expenses for the primary benefit of a particular share class will be allocated to that share class. Such expenses would include any legal fees attributable to a particular class.

1 In accordance with the methods set out in the Agreement and VGI Board and Fund Board approved methods, the expenses that would otherwise have been allocated to each Fund that operates as a Fund-of-Funds are reallocated to the approved share class of the underlying Funds in the Fund-of-Funds’ portfolio on a pro rata basis based on the Fund-of-Fund’s relative net assets invested in the underlying Fund’s share class.

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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 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.

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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: November 30, 2018

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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, Admiral, 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 
·  Global Credit Bond Fund  Investor, Admiral 

 

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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 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 
·  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 

 

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Vanguard Fund  Share Classes Authorized 
 
·  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 
 
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 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  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, Admiral, Institutional, ETF 
·  FTSE All World ex-US Small-Cap Index Fund  Investor, Admiral, 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 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 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  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 
·  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 

 

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Vanguard Fund

Share Classes Authorized

Vanguard Whitehall Funds

  • Selected Value Fund
  • Mid-Cap Growth Fund
  • International Explorer Fund
  • High Dividend Yield Index Fund
  • Emerging Markets Government Bond Index Fund
  • Vanguard Global Minimum Volatility Fund
  • International Dividend Appreciation Index Fund
  • International High Dividend Yield Index Fund

Vanguard Windsor Funds
· Windsor Fund
· Windsor II Fund

Vanguard World Fund

  • Extended Duration Treasury Index Fund
  • FTSE Social Index Fund
  • Global Wellesley Income Fund
  • Global Wellington Fund
  • International Growth Fund
  • Mega Cap Index Fund
  • Mega Cap Growth Index Fund
  • Mega Cap Value Index Fund
  • U.S. Growth Fund
  • Consumer Discretionary Index Fund
  • Consumer Staples Index Fund
  • Energy Index Fund
  • Financials Index Fund
  • Health Care Index Fund
  • Industrials Index Fund
  • Information Technology Index Fund
  • Materials Index Fund
  • Communication Services Index Fund
  • Utilities Index Fund
  • ESG U.S. Stock ETF
  • ESG International Stock ETF

Original Board Approval: July 21, 2000 Last Updated: April 8, 2019

Investor Investor Investor

Investor, Admiral, ETF

Investor, Admiral, Institutional, ETF Investor, Admiral Investor, Admiral, ETF Investor, Admiral, ETF

Investor, Admiral
Investor, Admiral

Institutional, Institutional Plus, ETF Investor, Admiral, Institutional Investor, Admiral Investor, Admiral Investor, Admiral Institutional, ETF Institutional, ETF Institutional, ETF

Investor, Admiral Admiral, ETF Admiral, ETF Admiral, ETF Admiral, ETF Admiral, ETF Admiral, ETF Admiral, ETF Admiral, ETF Admiral, ETF Admiral, ETF ETF

ETF

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SCHEDULE B
to
VANGUARD FUNDS MULTIPLE CLASS
PLAN

VGI has policies and procedures designed to ensure consistency and compliance with the offering of multiple classes of shares within this Multiple Class Plan’s eligibility requirements.2 These policies are reviewed and monitored on an ongoing basis in conjunction with VGI’s Compliance Department.

Investor Shares - Eligibility Requirements

Investor Shares generally require a minimum initial investment and ongoing account balance of $3,000 ($50,000 for Vanguard Treasury Money Market Fund). Personal Advisor Services clients, clients investing through financial intermediaries, and institutional clients may hold Investor Shares without restriction in Funds that do not offer Admiral Shares. 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. 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.3
  • Mutual Fund Supermarkets – Admiral Shares are not available to mutual fund supermarkets, except where a Fund does not have Investor Shares.

2 The eligibility of a Fund that operates as a Fund-of-Funds to invest in a particular share class of an underlying Fund is determined by VGI and the Fund Board.

3 Admiral Share classes of all Funds are available to 403(b) plan participants in Vanguard’s Retail 403(b) business, which is serviced by The Newport Group.

 

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:4

  		•  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.
  		• 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
      intermediaries      5 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
      balance      in each account in the Fund.

    4 The following special rules also apply to Vanguard Prime Money Market Fund – Admiral Shares. 5 For purposes of this Schedule B, this is not intended to include robo advisors.

    6 For purposes of this Schedule B, a common-decision maker includes, but is not limited to, a corporate entity that controls multiple pools of assets invested in a Fund. For example, a corporate entity that acts as a plan sponsor for a retirement plan may have one or more investment committees or boards of trustees overseeing both the retirement plan account as well as other accounts invested in the Fund. In this case, the corporate entity would be considered a common-decision maker for each account where there is a common membership across each investment committee or governing body making investment decisions for each account. Common-decision makers do not include financial intermediaries.

     

    • 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

    Vanguard Institutional Total Stock Market Index Trust Vanguard Institutional Total Stock Market Index Trust Vanguard Institutional Total Bond Market Index Trust Vanguard Institutional Total International Stock Market Index Trust Vanguard Institutional 500 Index Trust Vanguard Institutional 500 Index Trust Vanguard Institutional Extended Market Index Trust

    Vanguard Employee Benefit Index Fund

    Vanguard Employee Benefit Index Fund

    Vanguard Russell 1000 Growth Index Trust Vanguard Russell 1000 Value Index Trust Vanguard Russell 2000 Growth Index Trust Vanguard Russell 2000 Value Index Trust Vanguard Target Retirement Trust

    Corresponding Fund

    Vanguard Total Stock Market Index Fund Vanguard Institutional Total Stock Market Index Fund Vanguard Total Bond Market Index Fund Vanguard Total International Stock Market Index Fund Vanguard Institutional Index Fund Vanguard 500 Index Fund Vanguard Extended Market Index Fund

    Vanguard Institutional Index Fund

    Vanguard 500 Index Fund

    Vanguard Russell 1000 Growth Index Fund Vanguard Russell 1000 Value Index Fund Vanguard Russell 2000 Growth Index Fund Vanguard Russell 2000 Value Index Fund Vanguard Institutional Target Retirement Fund (full suite)

     

    • 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 ¾ Accounts funded through regular contributions (e.g., employer sponsored participant contribution plans), whose assets are expected to quickly achieve eligibility levels, may qualify for Institutional Shares upon account creation, rather than undergoing the conversion process shortly after account set-up if VGI management determines that the account will become eligible for Institutional Shares within a limited period of time (generally 90 days). The accumulation period eligibility is subject to the discretion of VGI management.
     

    Institutional Plus Shares - Eligibility Requirements

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

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

    Trust/Fund

    Vanguard Institutional Total Stock Market Index Trust Vanguard Institutional Total Stock Market Index Trust Vanguard Institutional Total Bond Market Index Trust Vanguard Institutional Total International Stock Market Index Trust Vanguard Institutional 500 Index Trust Vanguard Institutional 500 Index Trust Vanguard Institutional Extended Market Index Trust

    Vanguard Employee Benefit Index Fund

    Corresponding Fund

    Vanguard Total Stock Market Index Fund Vanguard Institutional Total Stock Market Index Fund Vanguard Total Bond Market Index Fund Vanguard Total International Stock Market Index Fund Vanguard Institutional Index Fund Vanguard 500 Index Fund Vanguard Extended Market Index Fund

    Vanguard Institutional Index Fund

     

     

    Vanguard Employee Benefit Index Fund

    Vanguard Russell 1000 Growth Index Trust Vanguard Russell 1000 Value Index Trust Vanguard Russell 2000 Growth Index Trust Vanguard Russell 2000 Value Index Trust Vanguard Target Retirement Trust

    Vanguard 500 Index Fund

    Vanguard Russell 1000 Growth Index Fund Vanguard Russell 1000 Value Index Fund Vanguard Russell 2000 Growth Index Fund Vanguard Russell 2000 Value Index Fund Vanguard Institutional Target Retirement Fund (full suite)

     

  		•  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 underlyinginvestor
      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 InstitutionalSelect
      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 underlyinginvestor
      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, and will be set forth in the relevant Fund’s prospectus. The value of a Fund’s Creation Unit will vary with the net asset value of the

     

    Fund’s ETF Shares, but is expected to be several million dollars. An eligible investor generally must purchase a Creation Unit by depositing a prescribed basket consisting predominantly of securities with the Fund.

    Transition Shares – Eligibility Requirements

    Transition Shares will be offered only to Funds that operate as a Fund-of-Funds and only by an underlying Fund (i) that is receiving assets in kind from one or more Funds and (ii) that will “transition” those in-kind assets by selling some or all of them and using the proceeds to purchase different assets. There is no minimum investment amount for Transition Shares.

    Original Board Approval: July 21, 2000 Last Approved by Board: November 30, 2018