Common use of MARKETING MATERIALS AND REPRESENTATIONS Clause in Contracts

MARKETING MATERIALS AND REPRESENTATIONS. The Participant represents, warrants, and agrees that it will not make any representations concerning Fund Shares, the Trust or the Funds, other than those contained in the Funds’ then current Prospectuses or in any promotional materials or sales literature furnished to the Participant by the Distributor. The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to Fund Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs, or other similar materials), except such information and materials as may be furnished to the Participant by the Distributor and such other information and materials as may be approved in writing by the Distributor. The Participant understands that the Fund will not be advertised or marketed as an open-end investment company, i.e., as a mutual fund, and that any advertising materials will prominently disclose that the Fund Shares are not individually redeemable. In addition, the Participant understands that any advertising material that addresses redemption of Fund Shares will disclose that Fund Shares may be tendered for redemption to the issuing Fund only in Creation Units. Notwithstanding the foregoing, the Participant may without the written approval of the Distributor prepare and circulate in the regular course of its business research reports that include information, opinions, or recommendations relating to Fund Shares (i) for public dissemination, provided that such research reports compare the relative merits and benefits of Fund Shares with other products and are not used for purposes of marketing Fund Shares and (ii) for internal use by the Participant.

MARKETING MATERIALS AND REPRESENTATIONS. (a) The Participant represents, warrants, and agrees that it will not make any representations concerning Fund Shares, the Trust or the Funds, a Vanguard Fund’s ETF Shares other than those contained in the Funds’ then current Prospectuses Fund’s then‑current Prospectus or in any promotional materials or sales literature furnished to the Participant or approved by the Distributor. The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to Fund Vanguard ETF Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs, or other similar materials), except such information and materials as may be furnished to the Participant by the Distributor and such other information and materials as may be or approved in writing by the Distributor. The Participant understands that the Fund will not be advertised or marketed as an open-end investment company, i.e., as a mutual fund, and that any advertising materials will prominently disclose that the Fund Shares are not individually redeemable. In addition, the Participant understands that any advertising material that addresses redemption of Fund Shares will disclose that Fund Shares may be tendered for redemption to the issuing Fund only in Creation Units. . (b) Notwithstanding the foregoing, the Participant may without the written approval of the Distributor prepare and circulate in the regular course of its business research reports that include information, opinions, or recommendations relating to Fund Vanguard ETF Shares (i) for internal use by the Participant, or (ii) for public dissemination, provided that such research reports compare the relative merits and benefits of Fund Vanguard ETF Shares with other products and are not used for purposes of marketing Fund Vanguard ETF Shares. (c) The Participant understands and acknowledges that Vanguard ETFs may not be advertised or marketed as “mutual funds” and that any advertising materials must disclose that Vanguard ETF Shares are not individually redeemable and (ii) for internal use by the Participantcan be redeemed only in Creation Unit-size aggregations.

MARKETING MATERIALS AND REPRESENTATIONS. The Participant represents, warrants, and agrees that it will not make any written or oral representations concerning Fund Shares, the Trust or the Funds, ETF Shares other than those contained in the Funds’ ' then current Prospectuses Prospectus or in any promotional materials or sales literature furnished to the Participant by the Distributor. The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to Fund ETF Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, newsletters, announcements, statements, posters, signs, or other similar materials), except such information and materials as may be furnished to the Participant by the Distributor and such other information and materials as may be approved in writing by the Distributor. The Participant understands that the Fund will not be advertised or marketed as an open-end investment company, i.e., as a mutual fund, and that any advertising materials will prominently disclose that the Fund ETF Shares are not individually redeemable. In addition, the Participant understands that any advertising material that addresses redemption of Fund ETF Shares will disclose that Fund ETF Shares may be tendered for redemption to the issuing Fund only in Creation UnitsUnit aggregations only. Notwithstanding the foregoing, the Participant may without the written approval of the Distributor prepare and circulate in the regular course of its business research reports that include information, opinions, or recommendations relating to Fund ETF Shares (i) for public dissemination, provided that such research reports compare the relative merits and benefits of Fund ETF Shares with other products and are not used for purposes of marketing Fund ETF Shares and (ii) for internal use by the Participant.

MARKETING MATERIALS AND REPRESENTATIONS. The Participant represents, warrants, warrants and agrees that it will not make any representations concerning Fund Shares, the Trust or the Funds, Shares other than those contained in the Funds’ then current Prospectuses Trust’s Prospectus or in any promotional materials or sales literature furnished to the Participant by the Distributor. The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to Fund the Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs, signs or other similar materials), except such information and materials as may be furnished to the Participant by the Distributor and such other information and materials as may be approved in writing by the Distributor. The Participant understands that the Fund Funds comprising the Trust will not be advertised or marketed as an open-end investment companycompanies, i.e., as a mutual fundfunds, which offer redeemable securities, and that any advertising materials will prominently disclose that the Fund Shares are not individually redeemableredeemable units of beneficial interest in the Trust. In addition, the Participant understands that any advertising material that addresses redemption redemptions of Fund Shares Shares, including the Trust’s Prospectus, will disclose that Fund the owners of Shares may be tendered acquire Shares and tender Shares for redemption to the issuing Fund only Trust in Creation UnitsUnit aggregations only. Notwithstanding the foregoing, the Participant may or an affiliate of the Participant may, without the written approval of the Distributor Distributor, prepare and circulate in the regular course of its business research reports that include information, opinions, opinions or recommendations relating to Fund the Shares (i) for public dissemination, provided that such research reports compare the relative merits and benefits of Fund Shares with other products and are not used for purposes of marketing Fund Shares and (ii) for internal use by the Participant.

MARKETING MATERIALS AND REPRESENTATIONS. The Participant represents, warrants, and agrees that it will not make any representations concerning Fund Shares, the Trust or the Funds, other than those contained in the Funds’ ” then current Prospectuses or in any promotional materials or sales literature furnished to the Participant by the Distributor. The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to Fund Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs, or other similar materials), except such information and materials as may be furnished to the Participant by the Distributor and such other information and materials as may be approved in writing by the Distributor. , The Participant understands that the Fund will not be advertised or marketed as an open-open- end investment company, i.e., as a mutual fund, and that any advertising materials will prominently disclose that the Fund Shares are not individually redeemable. In addition, the Participant understands that any advertising material that addresses redemption of Fund Shares will disclose that Fund Shares may be tendered for redemption to the issuing Fund only in Creation Units. , Notwithstanding the foregoing, the Participant may without the written approval of the Distributor prepare and circulate in the regular course of its business business, sales commentary and research reports that include information, opinions, or recommendations relating to Fund Shares (i) for public dissemination, provided that such sales commentary and research reports compare the relative merits comply with all applicable laws and benefits of Fund Shares with other products regulations and are not used for purposes of marketing Fund Shares and (ii) for internal use by the ParticipantParticipant (collectively, “Broker Materials”).

MARKETING MATERIALS AND REPRESENTATIONS. The Participant represents, warrants, and agrees that it will not make any representations concerning Fund Shares, the Trust or the FundsFund, other than those contained in the Funds’ Fund’s then current Prospectuses Prospectus or in any promotional materials or sales literature furnished to the Participant by the Distributor. The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to Fund Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs, or other similar materials), except such information and materials as may be furnished to the Participant by the Distributor and such other information and materials as may be approved in writing by the Distributor. The Participant understands that the Fund will not be advertised or marketed as an open-end investment company, i.e., as a mutual fund, and that any advertising materials will prominently disclose that the Fund Shares are not individually redeemable. In addition, the Participant understands that any advertising material that addresses redemption of Fund Shares will disclose that Fund Shares may be tendered for redemption to the issuing Fund only in Creation Units. Notwithstanding the foregoing, the Participant may without the written approval of the Distributor prepare and circulate in the regular course of its business research reports that include information, opinions, or recommendations relating to Fund Shares (i) for public dissemination, provided that such research reports compare the relative merits and benefits of Fund Shares with other products and are not used for purposes of marketing Fund Shares and (ii) for internal use by the Participant. Neither the Distributor, the Trust, the Fund nor the Transfer Agent shall have any liability or responsibility for such research reports and materials.

MARKETING MATERIALS AND REPRESENTATIONS. (a) The Participant represents, warrants, and agrees that it will not make any representations concerning Fund Shares, the Trust or the Funds, ETT Shares other than those contained in the Funds’ ' then current Prospectuses Prospectus or in any promotional materials or sales literature furnished to the Participant by the Distributor. The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to Fund ETT Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs, or other similar materials), except such information and materials as may be furnished to the Participant by the Distributor and such other information and materials as may be approved in writing by the Distributor. The Participant understands that the Fund will not be advertised or marketed as an open-end investment company, i.e., as a mutual fund, and that any advertising materials will prominently disclose that the Fund ETT Shares are not individually redeemable. In addition, the Participant understands that any advertising material that addresses redemption of Fund ETT Shares will disclose that Fund ETT Shares may be tendered for redemption to the issuing Fund only in Creation UnitsUnit aggregations only. Notwithstanding the foregoing, the Participant may without the written approval of the Distributor prepare and circulate in the regular course of its business research reports that include information, opinions, or recommendations relating to Fund ETT Shares (i) for public dissemination, provided that such research reports compare the relative merits and benefits of Fund ETT Shares with other products and are not used for purposes of marketing Fund ETT Shares and (ii) for internal use by the Participant.

MARKETING MATERIALS AND REPRESENTATIONS. The Participant represents, warrants, and agrees that it will not make any representations concerning Fund Shares, the Trust or the Funds, other than those contained in the Funds’ then current Prospectuses or in any promotional materials or sales literature furnished to the Participant by the Distributor. The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to Fund Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs, or other similar materials), except such information and materials as may be furnished to the Participant by the Distributor and such other information and materials as may be approved in writing by the Distributor. The Participant understands that the Fund will not be advertised or marketed as an open-end investment company, i.e., as a mutual fund, and that any advertising materials will prominently disclose that the Fund Shares are not individually redeemable. In addition, the Participant understands that any advertising material that addresses redemption of Fund Shares will disclose that Fund Shares may be tendered for redemption to the issuing Fund only in Creation Units. Notwithstanding the foregoing, the Participant may without the written approval of the Distributor prepare and circulate in the regular course of its business research reports that include information, opinions, or recommendations relating to Fund Shares (i) for public dissemination, provided that such research reports compare the relative merits and benefits of Fund Shares with other products and are not used for purposes of marketing Fund Shares and (ii) for internal use by the ParticipantParticipant (collectively, “Broker Materials”).

MARKETING MATERIALS AND REPRESENTATIONS. The Participant represents, warrants, and agrees that it will not make any representations concerning Fund Shares, the Trust or the Funds, ETT Shares other than those contained in the Funds’ then current Prospectuses Prospectus or in any promotional materials or sales literature furnished to the Participant by the Distributor. The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to Fund ETT Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs, or other similar materials), except such information and materials as may be furnished to the Participant by the Distributor and such other information and materials as may be approved in writing by the Distributor. The Participant understands that the Fund will not be advertised or marketed as an open-end investment company, i.e., as a mutual fund, and that any advertising materials will prominently disclose that the Fund ETT Shares are not individually redeemable. In addition, the Participant understands that any advertising material that addresses redemption of Fund ETT Shares will disclose that Fund ETT Shares may be tendered for redemption to the issuing Fund only in Creation UnitsUnit aggregations only. Notwithstanding the foregoing, the Participant may without the written approval of the Distributor prepare and circulate in the regular course of its business research reports that include information, opinions, or recommendations relating to Fund ETT Shares (i) for public dissemination, provided that such research reports compare the relative merits and benefits of Fund ETT Shares with other products and are not used for purposes of marketing Fund ETT Shares and (ii) for internal use by the Participant.

MARKETING MATERIALS AND REPRESENTATIONS. The Participant represents, warrants, and agrees that it will not make any representations concerning Fund Shares, the Trust or the Funds, ETF Shares other than those contained in the Funds’ ' then current Prospectuses Prospectus or in any promotional materials or sales literature furnished to the Participant by the Distributor. The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to Fund ETF Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs, or other similar materials), except such information and materials as may be furnished to the Participant by the Distributor and such other information and materials as may be approved in writing by the Distributor. The Participant understands that the Fund will not be advertised or marketed as an open-end investment company, i.e., as a mutual fund, and that any advertising materials will prominently disclose that the Fund ETF Shares are not individually redeemable. In addition, the Participant understands that any advertising material that addresses redemption of Fund ETF Shares will disclose that Fund ETF Shares may be tendered for redemption to the issuing Fund only in Creation UnitsUnit aggregations only. Notwithstanding the foregoing, the Participant may without the written approval of the Distributor prepare and circulate in the regular course of its business research reports that include information, opinions, or recommendations relating to Fund ETF Shares (i) for public dissemination, provided that such research reports compare the relative merits and benefits of Fund ETF Shares with other products and are not used for purposes of marketing Fund ETF Shares and (ii) for internal use by the Participant.

MARKETING MATERIALS AND REPRESENTATIONS. The Participant represents, warrants, warrants and agrees that it will not make any representations concerning Fund Shares, the Trust or the Funds, a Fund’s shares other than those contained in the Funds’ Fund’s then current Prospectuses Prospectus or in any promotional materials or sales literature furnished to the Participant by the Distributor. The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to Fund Shares a Fund’s shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs, signs or other similar materials), except such information and materials as may be furnished to the Participant by the Distributor and such other information and materials as may be approved in writing by the Distributor. The Participant understands that the Fund Trust will not be advertised or marketed as an open-end investment company, i.e., as a mutual fund, which offers redeemable securities, and that any advertising materials will prominently disclose that the Fund Shares a Fund’s shares are not individually redeemableredeemable units of beneficial interest in the Fund. In addition, the Participant understands that any advertising material that addresses redemption redemptions of Fund Shares a Fund’s shares, including the Fund’s Prospectus, will disclose that Fund Shares the owners of shares may be tendered acquire shares and tender shares for redemption to the issuing Fund only in Creation UnitsUnit aggregations only. Notwithstanding the foregoing, the Participant may without the written approval of the Distributor prepare and circulate in the regular course of its business research reports that include information, opinions, opinions or recommendations relating to Fund Shares a Fund’s shares (i) for public dissemination, provided that such research reports compare the relative merits and benefits of Fund Shares the Fund’s shares with other products and are not used for purposes of marketing Fund Shares the Fund’s shares and (ii) for internal use by the Participant.

MARKETING MATERIALS AND REPRESENTATIONS. The Participant represents, warrants, and agrees that it will not make any representations concerning Fund Shares, the Trust or the Funds, ETF Shares other than those contained in the Funds’ then current Prospectuses Prospectus or in any promotional materials or sales literature furnished to the Participant by the Distributor. The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to Fund ETF Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs, or other similar materials), except such information and materials as may be furnished to the Participant by the Distributor and such other information and materials as may be approved in writing by the Distributor. The Participant understands that the Fund will not be advertised or marketed as an open-end investment company, i.e., as a mutual fund, and that any advertising materials will prominently disclose that the Fund ETF Shares are not individually redeemable. In addition, the Participant understands that any advertising material that addresses redemption of Fund ETF Shares will disclose that Fund ETF Shares may be tendered for redemption to the issuing Fund only in Creation UnitsUnit aggregations only. Notwithstanding the foregoing, the Participant may without the written approval of the Distributor prepare and circulate in the regular course of its business research reports that include information, opinions, or recommendations relating to Fund ETF Shares (i) for public dissemination, provided that such research reports compare the relative merits and benefits of Fund ETF Shares with other products and are not used for purposes of marketing Fund ETF Shares and (ii) for internal use by the Participant.

MARKETING MATERIALS AND REPRESENTATIONS. The Participant represents, warrants, and agrees that it will not make any representations concerning Fund Shares, the Trust or the Funds, other than those contained in the Funds’ then current Prospectuses or in any promotional materials or sales literature furnished to the Participant by the Distributor. The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to Fund Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs, or other similar materials), except such information and materials as may be furnished to the Participant by the Distributor and such other information and materials as may be approved in writing by the Distributor. The Participant understands that the Fund will not be advertised or marketed as an open-end investment company, i.e., as a mutual fund, and that any advertising materials will prominently disclose that the Fund Shares are not individually redeemable. In addition, the Participant understands that any advertising material that addresses redemption of Fund Shares will disclose that Fund Shares may be tendered for redemption to the issuing Fund only in Creation Units. Notwithstanding the foregoing, the Participant may without the written approval of the Distributor prepare and circulate in the regular course of its business research reports that include information, opinions, or recommendations relating to Fund Shares (i) for public dissemination, provided that such research reports compare the relative merits and benefits of generally mention one or more Funds without recommending or describing such Fund Shares with other products and are not used for purposes of marketing Fund Shares or Funds and (ii) for internal use by the ParticipantParticipant and consistent with the Fund’s then-current Prospectus and in accordance with applicable rules and regulations.

MARKETING MATERIALS AND REPRESENTATIONS. The Participant represents, warrants, and agrees that it will not make any representations concerning Fund Shares, the Trust or the Funds, other than those contained in the Funds’ consistent with each respective Fund’s then current Prospectuses Prospectus or in any promotional materials or sales literature furnished to the Participant by the Distributor. The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to Fund Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs, or other similar materials), except such information and materials as may be furnished to the Participant by the Distributor and such other information and materials as may be approved in writing by the Distributor. The Participant understands that the a Fund will not be advertised or marketed as an open-end investment company, i.e., as a mutual fund, and that any advertising materials will prominently disclose that the Fund Shares are not individually redeemable. In addition, the Participant understands that any advertising material that addresses redemption of Fund Shares will disclose that Fund Shares may be tendered for redemption to the issuing Fund only in Creation Units. Notwithstanding the foregoing, the Participant may without the written approval of the Distributor prepare and circulate in the regular course of its business research reports or other institutional sales material that include information, opinions, or recommendations relating to Fund Shares (i) for public dissemination, provided that such research reports or other institutional sales material compare the relative merits and benefits of Fund Shares with other products and are not used for purposes of marketing Fund Shares Shares, and (ii) for internal use by the Participant.

MARKETING MATERIALS AND REPRESENTATIONS. The Participant represents, warrants, and agrees that it will shall not make any representations concerning Fund Shares, the Trust Trust, or the Funds, Funds (other than those contained in the Funds’ then current Prospectuses or in any promotional materials or sales literature furnished to the Participant by the Distributor). The Participant agrees shall not to furnish (or cause to be furnished furnished) to any person or (nor shall it display or publish publish) any information or materials relating to Fund Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs, or other similar materials), except such information and materials as may be furnished to the Participant by the Distributor and such other information and materials as may be approved in writing by the Distributor. The Participant understands that the Fund will shall not be advertised or marketed as an open-end investment company, company (i.e., as a mutual fund), and that any advertising materials will prominently disclose that the Fund Shares are not individually redeemable. In addition, the Participant understands that any advertising material that addresses redemption of Fund Shares will disclose that Fund Shares may be tendered for redemption to the issuing Fund only in Creation Units. Notwithstanding the foregoing, the Participant may without the written approval of the Distributor prepare and circulate (in the regular course of its business and without the written approval of the Distributor) prepare and circulate research reports that include information, opinions, or recommendations relating to Fund Shares (i) for public dissemination, provided that such research reports compare the relative merits and benefits of Fund Shares with other products and are not used for purposes of marketing Fund Shares and (ii) for internal use by the Participant.