Upgrade Your Vanguard Brokerage Account to a Vanguardadvantage
Upgrade Your Vanguard Brokerage Account to a Vanguardadvantage
Upgrade Your Vanguard Brokerage Account to a Vanguardadvantage
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What’s inside:<br />
Commission and<br />
Fee Schedules<br />
<strong>Account</strong> upgrade<br />
application<br />
Postage-paid<br />
envelope<br />
Initial margin risk<br />
disclosure statement<br />
<strong>Upgrade</strong> <strong>to</strong> a<br />
<strong>Vanguard</strong>Advantage <strong>Account</strong><br />
For upgrading a <strong>Vanguard</strong> <strong>Brokerage</strong> nonretirement account <strong>to</strong> a<br />
<strong>Vanguard</strong>Advantage ® <strong>Account</strong><br />
<strong>Vanguard</strong>Advantage<br />
disclosure booklet Thank you for your interest in the <strong>Vanguard</strong>Advantage <strong>Account</strong>.<br />
This account provides all the features of your <strong>Vanguard</strong> <strong>Brokerage</strong> account<br />
plus a cash management service that gives you convenient access <strong>to</strong> funds in<br />
your account. You’ll be able <strong>to</strong> invest, save, access cash, and pay bills all with<br />
this one account. You can use your <strong>Vanguard</strong>Advantage <strong>Account</strong> <strong>to</strong> consolidate<br />
assets, making it easier <strong>to</strong> moni<strong>to</strong>r your money while reducing the number of<br />
statements you receive and the number of websites you have <strong>to</strong> visit.<br />
It’s easy <strong>to</strong> get started<br />
This kit has everything you need <strong>to</strong> upgrade <strong>to</strong> a <strong>Vanguard</strong>Advantage <strong>Account</strong>.<br />
1. Review the enclosed materials.<br />
2. Complete the <strong>Brokerage</strong> <strong>Account</strong> <strong>Upgrade</strong> <strong>to</strong> <strong>Vanguard</strong>Advantage <strong>Account</strong><br />
Application.<br />
3. Mail your <strong>Brokerage</strong> <strong>Account</strong> <strong>Upgrade</strong> <strong>to</strong> <strong>Vanguard</strong>Advantage <strong>Account</strong><br />
Application <strong>to</strong> us in the attached postage-paid envelope.<br />
4. Expect your <strong>Vanguard</strong>Advantage checkbook and your Visa ® Gold debit card<br />
(if you selected this option) once your account is approved and opened.
Make managing your money easier<br />
You can meet your investment and cash management needs in one place with your <strong>Vanguard</strong>Advantage<br />
<strong>Account</strong>. You’ll continue <strong>to</strong> enjoy all the benefits of a <strong>Vanguard</strong> <strong>Brokerage</strong> account, including a wide choice<br />
of investments and a low-cost money market settlement account that delivers competitive returns for your<br />
cash balances.<br />
In addition, you’ll get cash management features that make it more convenient <strong>to</strong> manage your finances<br />
and get access <strong>to</strong> your money whenever you choose.<br />
With your <strong>Vanguard</strong>Advantage <strong>Account</strong><br />
you receive:<br />
<strong>Account</strong> access at ATMs worldwide with a Visa<br />
Gold debit card. All transactions from a PNC<br />
Bank-affiliated ATM are free.<br />
Unlimited, no-minimum checkwriting. Write<br />
as many checks as you need for any amount<br />
by drawing on funds in your money market<br />
settlement account.<br />
Low-interest-rate overdraft protection through a<br />
margin account (subject <strong>to</strong> approval by <strong>Vanguard</strong><br />
<strong>Brokerage</strong> Services ® ).<br />
Online bill payment capability using our secure<br />
website. You can schedule payments months in<br />
advance for added convenience.<br />
Optional direct deposit <strong>to</strong> save you time and<br />
keep your investment program on track. You can<br />
arrange direct deposit of recurring payments, such<br />
as salary, Social Security, and pension checks.<br />
Questions?<br />
If you need assistance or have questions, call<br />
our brokerage associates at 800-992-8327 on<br />
business days from 8 a.m. <strong>to</strong> 10 p.m. or on Saturdays<br />
from 9 a.m <strong>to</strong> 4 p.m., Eastern time. Or, you can get<br />
many of your questions answered at any time by<br />
visiting www.vanguard.com.<br />
An investment in a money market fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government<br />
agency. Although a money market fund seeks <strong>to</strong> preserve the value of your investment at $1 per share, it is possible <strong>to</strong> lose money by investing<br />
in such a fund.
<strong>Vanguard</strong> <strong>Brokerage</strong> Services<br />
Commission and Fee Schedules<br />
As of January 2, 2012<br />
S<strong>to</strong>ck and exchange-traded fund (ETF) commissions<br />
Assets invested in<br />
<strong>Vanguard</strong> funds and <strong>Vanguard</strong> ETFs <strong>Vanguard</strong> ETFs 1 S<strong>to</strong>cks and non-<strong>Vanguard</strong> ETFs<br />
Less than $50,000 Free $7: first 25 trades 3<br />
(Standard) 2 $20: subsequent trades<br />
$50,000–$500,000 Free All trades: $7<br />
(Voyager Services ® )<br />
$500,000–$1 million Free All trades: $2<br />
(Voyager Select Services ® )<br />
$1 million and above Free Free: first 25 trades 3<br />
(Flagship Services) $2: subsequent trades<br />
1 If you buy and sell the same <strong>Vanguard</strong> ETF in a <strong>Vanguard</strong> <strong>Brokerage</strong> account more than 25 times in a 12-month period, you may be restricted from purchasing that <strong>Vanguard</strong><br />
ETF through your <strong>Vanguard</strong> <strong>Brokerage</strong> account for 60 days.<br />
2 A $20 account service fee is charged annually. The fee is waived for Voyager, Voyager Select, and Flagship clients.<br />
3 The reduced commission or commission-free transactions will apply <strong>to</strong> the first 25 transactions in each calendar year <strong>to</strong> any combination of s<strong>to</strong>cks and non-<strong>Vanguard</strong> ETFs.<br />
The number of these transactions is limited <strong>to</strong> 25 per client, as identified by the primary Social Security number on the account. <strong>Vanguard</strong> <strong>Brokerage</strong> reserves the right <strong>to</strong> end<br />
these offers at any time.<br />
You may receive a discount from standard commissions and fees if you are an enrolled client of <strong>Vanguard</strong> Voyager<br />
Services ®, <strong>Vanguard</strong> Voyager Select Services ®, or <strong>Vanguard</strong> Flagship Services ®. Other discounts and fee waivers from<br />
standard commissions may also be available. A separate commission schedule may apply <strong>to</strong> certain <strong>Vanguard</strong> Flagship<br />
Services clients.<br />
Eligibility is based on <strong>to</strong>tal household assets held at <strong>Vanguard</strong>, with a minimum of $50,000 <strong>to</strong> qualify for <strong>Vanguard</strong> Voyager Services,<br />
$500,000 for <strong>Vanguard</strong> Voyager Select Services, and $1 million for <strong>Vanguard</strong> Flagship Services. We determine eligibility by<br />
aggregating assets of all eligible accounts held by the inves<strong>to</strong>r and his or her immediate family members who reside at the same<br />
address, including investments in <strong>Vanguard</strong> mutual funds, <strong>Vanguard</strong> ETFs ®, certain annuities through <strong>Vanguard</strong>, The <strong>Vanguard</strong> 529<br />
Plan, and certain small-business accounts. Assets in employer-sponsored retirement plans for which <strong>Vanguard</strong> provides recordkeeping<br />
services may be included in determining eligibility if the inves<strong>to</strong>r also has a personal account holding <strong>Vanguard</strong> mutual funds.<br />
Note that assets held in a <strong>Vanguard</strong> <strong>Brokerage</strong> Services ® account (other than <strong>Vanguard</strong> ETFs) aren’t included when determining a<br />
household’s eligibility.<br />
For further information, call <strong>Vanguard</strong> <strong>Brokerage</strong> Services at 800-992-8327 on business days from 8 a.m. <strong>to</strong> 10 p.m. or on Saturdays<br />
from 9 a.m. <strong>to</strong> 4 p.m., Eastern time, or visit us at vanguard.com/brokerage.<br />
Notes: We can’t accept written instructions for trades. A separate commission is charged for each security bought or sold. Orders<br />
that execute over multiple days are charged separate commissions. In addition, a separate commission is charged for each order<br />
placed for the same security on the same side of the market (buying or selling) on the same day. Orders that are changed by the<br />
client and executed in multiple trades on the same day are charged separate commissions. These commission and fee schedules<br />
are subject <strong>to</strong> change.<br />
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Options<br />
Standard<br />
Voyager Select and<br />
Voyager Services Flagship Services<br />
$20 + $1 per options contract4 $7+ $1 per options contract4 4, 5<br />
$2+ $1 per options contract<br />
4 For Standard Services, option exercises and assignments resulting in a s<strong>to</strong>ck trade will be subject <strong>to</strong> a $20 + $.01 per-share commission. For Voyager Services, option<br />
exercises and assignments resulting in a s<strong>to</strong>ck trade will be subject <strong>to</strong> a $7 + $.01 per-share commission. For Voyager Select and Flagship Services, option exercises and<br />
assignments resulting in a s<strong>to</strong>ck trade will be subject <strong>to</strong> a $2 + $.01 per-share commission. All option exercises and assignments resulting in a cash settlement are subject <strong>to</strong><br />
a $2 + $1 per-contract commission.<br />
5 For Flagship clients, options transactions are included in the offer of 25 commission-free transactions described in footnote 3. Subsequent transactions are at the rates shown<br />
in the options fee schedule.<br />
Bonds and CDs<br />
<strong>Vanguard</strong> <strong>Brokerage</strong> Services may act as an agent, executing your order at cost plus a commission, or as a principal, adding<br />
markups <strong>to</strong> purchase prices or subtracting markdowns from sales prices. 6 When acting as a principal for a primary market issue,<br />
<strong>Vanguard</strong> <strong>Brokerage</strong> generally receives a fee concession from the issuer.<br />
Security type New issues Existing issues<br />
U.S. Treasury securities Commission-free Commission-free<br />
U.S. government agency Commission-free 7 Standard and Voyager Services: $2 per $1,000<br />
securities, corporate bonds, face amount ($250 maximum)<br />
and certificates of deposit Voyager Select and Flagship Services: $1 per $1,000<br />
face amount ($250 maximum)<br />
Selling CDs prior <strong>to</strong> maturity: Commission-free<br />
Municipal bonds $50 commission if a fee concession Standard and Voyager Services: $2 per $1,000<br />
isn’t available 7 face amount ($250 maximum)<br />
Voyager Select and Flagship Services: $1 per $1,000<br />
face amount ($250 maximum)<br />
Mortgage-backed securities $50 per transaction $50 per transaction<br />
and commercial paper<br />
Unit investment trusts (UITs) Not available Selling UITs: $35 per transaction<br />
6 Bond and CD prices are available at vanguard.com and are price indications only. Online prices for all secondary-market bonds and CDs are before commissions.<br />
7 Minimum purchase $10,000, subject <strong>to</strong> dealer minimum.<br />
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Mutual funds from other companies: FundAccess ®<br />
Our FundAccess program gives you entry <strong>to</strong> thousands of mutual funds offered by hundreds of fund companies.<br />
We provide funds with and without transaction fees, and we also offer load funds (see next page).<br />
No-transaction-fee Transaction fee None<br />
(NTF) funds<br />
Minimum initial For most funds: $3,000 for nonretirement accounts and $1,000<br />
investment for IRAs 9<br />
Minimum additional $1,000 for any account type 9<br />
investment<br />
NTF redemption fee 1% of the proceeds ($50 minimum, $250 maximum) for shares<br />
held less than 180 days. The holding period begins on settlement<br />
day—usually the next business day, or three business days after the<br />
trade date. Whether the NTF redemption fee applies is determined<br />
on the trade date of the redemption. The fee is waived for shares<br />
transferred from another firm or financial institution.<br />
Dollar-cost-averaging No fee. Minimum purchase $100; minimum two transactions<br />
transactions<br />
Transaction-fee Transaction fee Standard: $35<br />
(TF) funds Voyager and Voyager Select: $20<br />
Flagship: $8 8<br />
Initial and additional $1,000 9<br />
investments<br />
Fees apply per trade—purchases, sales, or exchanges—<br />
regardless of order size. Purchase fee is added <strong>to</strong><br />
order cost. Sales fee is subtracted from order proceeds.<br />
If you exchange shares of a fund for another fund<br />
in the same fund family and share class, the transaction<br />
fee will be paid from your money market settlement fund.<br />
Dollar-cost-averaging $3 per transaction; minimum purchase $100;<br />
transactions minimum two transactions<br />
8 For Flagship clients, TF fund transactions are included in the offer of 25 commission-free transactions described in footnote 3. Subsequent transactions are at the<br />
rates shown in the fee schedule for TF funds above.<br />
9 NTF, TF, and load funds are subject <strong>to</strong> the greater of the FundAccess minimum investment requirements or those identified in the fund’s prospectus. <strong>Vanguard</strong><br />
<strong>Brokerage</strong> Services may negotiate fund minimum investment requirements that are greater than or less than the program standards noted above.<br />
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FundAccess<br />
(continued)<br />
Load funds<br />
Class A shares Front-end load (purchase fee) Varies by fund or fund family and may be as high<br />
as 5.75%.<br />
Discounts (breakpoints) May be available if you make a large purchase, already<br />
hold other mutual funds offered by the same fund<br />
family (individually or combined with a spouse or other<br />
qualifying person), or commit <strong>to</strong> regularly purchasing<br />
the fund’s shares.<br />
Class B shares Back-end load (redemption fee) Decreases <strong>to</strong> zero over a period of years. (Also known<br />
as a contingent deferred sales charge.)<br />
Class C shares Back-end load (redemption fee) Smaller than a Class B redemption fee, it decreases<br />
<strong>to</strong> zero after one year. (Also known as a contingent<br />
deferred sales charge.)<br />
All share classes Sales charges and minimum purchases The schedule for a specific load fund may vary, perhaps<br />
significantly, from the general description shown here.<br />
Check the fund’s prospectus for details. Initial and<br />
additional investments $1,000. 9<br />
Fees <strong>Vanguard</strong> <strong>Brokerage</strong> doesn’t charge additional fees<br />
for a purchase, sale, or exchange of any load fund<br />
offered through FundAccess.<br />
Dollar-cost-averaging transactions <strong>Vanguard</strong> <strong>Brokerage</strong> doesn’t charge a fee, but sales<br />
charges imposed by the fund still apply. Minimum<br />
transaction $100; minimum two transactions.<br />
9 NTF, TF, and load funds are subject <strong>to</strong> the greater of the FundAccess minimum investment requirements or those identified in the fund’s prospectus. <strong>Vanguard</strong> <strong>Brokerage</strong><br />
Services may negotiate fund minimum investment requirements that are greater than or less than the program standards noted above.<br />
Note: Individual fund families may impose additional minimums, fees, or charges. For complete information, read the fund prospectus carefully before investing. The offering<br />
conditions of the various funds included in the FundAccess program are subject <strong>to</strong> change at any time, including, but not limited <strong>to</strong>, fee classification (NTF, TF, or load) and<br />
transfer eligibility.<br />
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Fees for other services<br />
<strong>Vanguard</strong>Advantage ® account Offered <strong>to</strong> clients of Voyager Select ($30, charged annually) and Flagship (free).<br />
Insufficient funds: $20. S<strong>to</strong>p payment: $15. Checkbook reorder: Voyager Select, $9.95; Flagship, free.<br />
<strong>Vanguard</strong>Advantage Billpay ® service: Voyager Select, $4.95 per month; Flagship, free.<br />
Possible fees at au<strong>to</strong>mated teller machines not affiliated with PNC Bank.<br />
Foreign securities $50 processing fee for non-DTC eligible securities (not applicable <strong>to</strong> American Depositary Receipts) plus<br />
transactions commission. If a trade executes over multiple days, the commission will be charged for each<br />
day on which an execution occurs. Additional fees may apply for trades executed directly on local markets.<br />
American Depositary Receipt Banks that cus<strong>to</strong>dy ADRs are permitted <strong>to</strong> charge ADR holders certain fees, as detailed in the ADR<br />
(ADR) fees prospectuses. “Pass-through” ADR fees are collected from <strong>Vanguard</strong> <strong>Brokerage</strong> Services by the<br />
Deposi<strong>to</strong>ry Trust Company (DTC) and will be au<strong>to</strong>matically deducted from your brokerage account<br />
and shown on your account statement. Other fees, including dividend processing fees, may be<br />
withheld by the DTC from the amount paid by the issuer.<br />
Wire transfers <strong>Vanguard</strong> doesn’t charge a fee <strong>to</strong> wire money <strong>to</strong> your bank. However, your bank may charge for<br />
receiving wires from your brokerage account or settlement fund.<br />
Miscellaneous fees Other securities transaction or maintenance fees may apply. Call us for additional information.<br />
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For more information about <strong>Vanguard</strong> funds<br />
and mutual funds from other fund companies<br />
offered through <strong>Vanguard</strong> <strong>Brokerage</strong> Services,<br />
visit vanguard.com or call 800-992-8327 <strong>to</strong><br />
obtain a prospectus. Investment objectives, risks,<br />
charges, expenses, and other important information<br />
are contained in the prospectus; read and consider<br />
it carefully before investing.<br />
You must buy and sell <strong>Vanguard</strong> ETF Shares<br />
through a broker like <strong>Vanguard</strong> <strong>Brokerage</strong><br />
Services (we offer them commission-free),<br />
or through another broker (which may incur<br />
commissions). See the <strong>Vanguard</strong> <strong>Brokerage</strong><br />
Services Commission and Fee Schedules on<br />
vanguard.com for limits. <strong>Vanguard</strong> ETFs are<br />
not redeemable directly with an applicant fund<br />
other than in creation unit aggregations. Like<br />
s<strong>to</strong>cks, ETFs are subject <strong>to</strong> market volatility, so<br />
you could pay more than net asset value when<br />
buying and receive less than net asset value<br />
when selling any ETF.<br />
All investments are subject <strong>to</strong> risk.<br />
Investments in bond funds are subject <strong>to</strong> interest rate,<br />
credit, and inflation risk.<br />
Options are a leveraged investment and are<br />
not suitable for every inves<strong>to</strong>r. Options involve<br />
risk, including the possibility that you could lose<br />
more money than you invest. Prior <strong>to</strong> buying<br />
or selling options, you must receive a copy of<br />
Characteristics and Risks of Standardized Options<br />
issued by the OCC. A copy of this booklet is<br />
available at theocc.com. It may also be obtained<br />
from your broker, any exchange on which options<br />
are traded, or by contacting The Options Clearing<br />
Corporation, One North Wacker Dr., Suite 500,<br />
Chicago, IL 60606 (888-678-4667 or 888-OPTIONS).<br />
The booklet contains information on options<br />
issued by the OCC. It is intended for educational<br />
purposes. No statement in the booklet should<br />
be construed as a recommendation <strong>to</strong> buy or<br />
sell a security or <strong>to</strong> provide investment advice.<br />
For further assistance, please call the Options<br />
Industry Council (“OIC”) Helpline at 888-OPTIONS<br />
or view the website at 888options.com. The OIC<br />
can provide you with balanced options education<br />
and <strong>to</strong>ols <strong>to</strong> assist you with your options<br />
questions and trading.<br />
<strong>Vanguard</strong> <strong>Brokerage</strong> Services is a division of <strong>Vanguard</strong><br />
Marketing Corporation, member FINRA.<br />
© 2011<br />
The <strong>Vanguard</strong> Group, Inc.<br />
All rights reserved.<br />
<strong>Vanguard</strong> Marketing Corporation,<br />
Distribu<strong>to</strong>r of the <strong>Vanguard</strong> Funds.<br />
CMSCHP 122011<br />
6 of 6
Form VAACFPC<br />
<strong>Brokerage</strong> <strong>Account</strong> <strong>Upgrade</strong> <strong>to</strong><br />
<strong>Vanguard</strong>Advantage<br />
<strong>Account</strong> Application<br />
Effective May 22, 2009<br />
Use this application <strong>to</strong> upgrade an existing <strong>Vanguard</strong> <strong>Brokerage</strong><br />
nonretirement account <strong>to</strong> a <strong>Vanguard</strong>Advantage ® account.<br />
See the most recent <strong>Vanguard</strong> <strong>Brokerage</strong> Services ® Commission<br />
and Fee Schedules for any fees that may apply.<br />
Print in capital letters and use black ink.<br />
1. <strong>Account</strong> Owner Information<br />
Provide the full,<br />
legal name.<br />
><br />
<strong>Vanguard</strong> <strong>Brokerage</strong> Nonretirement <strong>Account</strong> Number<br />
Name of Owner, Minor, or Trustee<br />
Name first, middle initial, last<br />
Questions?<br />
Call 800-992-8327.<br />
If you need other applications or<br />
forms or want <strong>to</strong> complete this<br />
application online, visit our website<br />
at www.vanguard.com/<br />
serviceforms.<br />
Last Four Digits of Social Security Number or Individual Taxpayer ID Number Zip Code<br />
Name of Joint <strong>Account</strong> Owner, Cus<strong>to</strong>dian, or Co-Trustee first, middle initial, last<br />
1 of 4
Form VAACFPC<br />
2. <strong>Vanguard</strong>Advantage <strong>Account</strong> Options<br />
Check the option(s) you want.<br />
■ <strong>Vanguard</strong>Advantage Visa ® Gold Debit Card. Use of the card is subject <strong>to</strong> the terms<br />
and conditions of the <strong>Vanguard</strong>Advantage <strong>Account</strong> Services Agreement in the enclosed<br />
<strong>Vanguard</strong>Advantage Disclosures Booklet.<br />
■ <strong>Vanguard</strong>Advantage Billpay ® . This option allows you <strong>to</strong> pay bills online through our<br />
secure website, as well as receive bills electronically. Use of the Billpay service and fees<br />
associated with it are subject <strong>to</strong> the terms and conditions of the <strong>Vanguard</strong>Advantage<br />
<strong>Account</strong> Services Agreement.<br />
■ Overdraft protection through a margin account (available only if you are approved for<br />
margin trading and are not a minor).<br />
Important: Do not check this box if you have already been approved for margin trading in<br />
the <strong>Vanguard</strong> <strong>Brokerage</strong> account you are upgrading. You will receive overdraft protection<br />
au<strong>to</strong>matically.<br />
This option is available for transactions made by check, by Visa Gold debit card, and<br />
through Billpay. The amount of your overdraft protection depends on the market value<br />
of the eligible securities in your account.<br />
If the market value of the securities in your margin account declines, or the check, debit<br />
card, or Billpay transactions in your account result in an overdraft situation, you may be<br />
required <strong>to</strong> deposit more money or securities. If you do not do so, <strong>Vanguard</strong> <strong>Brokerage</strong><br />
may be required <strong>to</strong> sell all or a portion of your assets.<br />
By checking this box, you indicate that you understand and have carefully considered the<br />
risks associated with margin, and recognize that overdraft protection is subject <strong>to</strong> the<br />
terms and conditions listed in the <strong>Vanguard</strong> <strong>Brokerage</strong> Margin <strong>Account</strong> Agreement in the<br />
enclosed <strong>Vanguard</strong>Advantage Disclosures Booklet.<br />
Liquid net worth cash, securities, etc.<br />
$<br />
Total net worth excluding residence<br />
$<br />
Approximate annual income*<br />
$<br />
Number of dependents excluding account owners<br />
*Trustees should indicate the <strong>to</strong>tal of the trust’s annual income and any nontrust income.<br />
2 of 4
Form VAACFPC<br />
3. Authorization of All <strong>Account</strong> Owners<br />
Sign here.<br />
All those listed in<br />
Section 1 (except<br />
minors) must sign<br />
exactly as the<br />
account is<br />
registered.<br />
If additional<br />
signatures are<br />
required, attach an<br />
additional sheet.<br />
If you do not have<br />
a postage-paid<br />
envelope, mail <strong>to</strong>:<br />
For registered or<br />
certified mail, or<br />
overnight delivery,<br />
mail <strong>to</strong>:<br />
><br />
><br />
><br />
Read the points in this section carefully, and sign below exactly as listed in Section 1.<br />
By signing this <strong>Brokerage</strong> <strong>Account</strong> <strong>Upgrade</strong> <strong>to</strong> <strong>Vanguard</strong>Advantage <strong>Account</strong> Application Agreement<br />
(Application Agreement), You acknowledge that:<br />
<strong>Vanguard</strong>Advantage <strong>Account</strong> Services Agreement<br />
You consent and agree <strong>to</strong> be bound by all terms and conditions of the <strong>Vanguard</strong>Advantage<br />
<strong>Account</strong> Services Agreement in the Disclosures Booklet, and acknowledge receipt of a copy of<br />
such agreement. You acknowledge that <strong>Vanguard</strong> reserves the right <strong>to</strong> revoke checkwriting and<br />
debit card privileges at any time without prior notice.<br />
You have read and accept the most recent <strong>Vanguard</strong> <strong>Brokerage</strong> Services Commission and Fee<br />
Schedules, which You agree may be changed by <strong>Vanguard</strong> <strong>Brokerage</strong> from time <strong>to</strong> time.<br />
<strong>Vanguard</strong>Advantage Checkwriting Privileges<br />
You acknowledge that the <strong>Vanguard</strong>Advantage account allows You <strong>to</strong> write checks (subject <strong>to</strong><br />
the conditions listed in the <strong>Vanguard</strong>Advantage <strong>Account</strong> Services Agreement) <strong>to</strong> redeem any<br />
amount of <strong>Your</strong> available balance. You further acknowledge that <strong>Your</strong> name and address will<br />
appear on <strong>Your</strong> checks exactly as they appear on <strong>Your</strong> <strong>Vanguard</strong>Advantage account registration,<br />
and that <strong>Your</strong> check range will begin with number 101.<br />
You understand that <strong>Vanguard</strong>Advantage checks will replace any existing checks for <strong>Your</strong> money<br />
market settlement account. Once You receive <strong>Your</strong> <strong>Vanguard</strong>Advantage checkbook, You will<br />
destroy any existing checks.<br />
Note: Only one signature is required on the checks—even if <strong>Your</strong> <strong>Vanguard</strong>Advantage account is set<br />
up <strong>to</strong> require more than one signature. See Section 5 of the <strong>Vanguard</strong>Advantage <strong>Account</strong> Services<br />
Agreement for more details.<br />
Margin Agreement<br />
Important: This applies <strong>to</strong> account owners who have applied for overdraft protection through margin<br />
on their accounts.<br />
1. You are applying for authorization <strong>to</strong> borrow money from <strong>Vanguard</strong> <strong>Brokerage</strong> Services using <strong>Your</strong><br />
assets as collateral. By signing this <strong>Account</strong> Application, You acknowledge that You have received<br />
and read a copy of the <strong>Vanguard</strong> <strong>Brokerage</strong> Margin <strong>Account</strong> Agreement (Margin Agreement), Margin<br />
Disclosure of Credit Terms and Policies, and the Initial Margin Risk Disclosure Statement. Please<br />
read all of these enclosed documents carefully.<br />
2. You acknowledge receiving a copy of the Margin Agreement. The Margin Agreement<br />
contains a predispute arbitration clause highlighted in sections 9 and 10 on page 2.<br />
By signing this <strong>Account</strong> Application, You agree <strong>to</strong> be bound by the terms of the<br />
Margin Agreement.<br />
<strong>Account</strong> Owner’s Signature Date mm/dd/yyyy<br />
Joint <strong>Account</strong> Owner’s Signature Date mm/dd/yyyy<br />
Mailing Information<br />
Mail your completed form and any attached information in the enclosed postage-paid envelope.<br />
Important: Return only pages 1–3 of this form.<br />
<strong>Vanguard</strong> <strong>Brokerage</strong> Services<br />
P.O. Box 1170<br />
Valley Forge, PA 19482-1170<br />
<strong>Vanguard</strong> <strong>Brokerage</strong> Services<br />
455 Devon Park Drive<br />
Wayne, PA 19087-1815<br />
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Form VAACFPC<br />
How <strong>to</strong> deposit s<strong>to</strong>ck certificates<br />
If you are depositing s<strong>to</strong>ck certificates in<strong>to</strong> your <strong>Vanguard</strong><br />
<strong>Brokerage</strong> account, endorse them as shown below and<br />
make a copy of the endorsed certificates for your records.<br />
Send us the endorsed certificates and account application<br />
by overnight courier, or by registered or certified mail, with<br />
return receipt requested. (Do not include the certificates in<br />
the enclosed postage-paid envelope.)<br />
Where <strong>to</strong> send certificates<br />
The securities should be endorsed <strong>to</strong> <strong>Vanguard</strong> <strong>Brokerage</strong><br />
Services. Of course, you remain the beneficial (actual) owner.<br />
To prevent delay or loss, send the endorsed certificates <strong>to</strong>:<br />
<strong>Vanguard</strong> <strong>Brokerage</strong> Services<br />
455 Devon Park Drive<br />
Wayne, PA 19087-1815<br />
If any name on a s<strong>to</strong>ck certificate differs in any way from<br />
the name or names on your brokerage account—for example,<br />
John Doe is transferring s<strong>to</strong>ck in his name <strong>to</strong> a jointly owned<br />
brokerage account in the names of John and Mary Doe—you<br />
will need <strong>to</strong> include a letter of instruction with this form. In<br />
addition, both the letter of instruction and the certificates<br />
must be signed by all parties in the presence of an authorized<br />
member of the Medallion signature guarantee program, which<br />
is described at right.<br />
Certificate Endorsement Instructions<br />
Letter of instruction<br />
The letter of instruction tells us <strong>to</strong> deposit the certificates<br />
in your brokerage account. The letter must include the<br />
following:<br />
A statement such as the following: “I [we] understand that<br />
I [we] will be relinquishing title and may give up<br />
some or all ownership and rights.”<br />
The name of the corporation, the security’s CUSIP number<br />
(which is a unique identifier of a security), the number of<br />
shares as listed on the certificate, and the certificate number.<br />
The number of the account in<strong>to</strong> which the s<strong>to</strong>ck will be<br />
deposited, if you already have an account. (Write it in the<br />
upper right corner of each certificate.) If you are opening<br />
a new account, we will deposit your s<strong>to</strong>ck in the account<br />
once it has been approved.<br />
Medallion signature guarantees<br />
The letter of instruction and the certificates must be signed in<br />
the presence of an authorized member of a bank, brokerage<br />
firm, or other acceptable financial institution that participates<br />
in the Medallion signature guarantee program. A Medallion<br />
signature guarantee certifies that signatures are genuine. A<br />
notary public cannot provide a signature guarantee.<br />
To avoid processing delays, sign (endorse) the certificates<br />
on the back of each certificate exactly as the name or names<br />
appear on the face of the certificate.<br />
For Value Received _________________________________<br />
[Leave this space blank.]<br />
hereby sell, assign, and transfer un<strong>to</strong><br />
SAMPLE<br />
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE<br />
[Leave this space blank.]<br />
PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE<br />
[Leave this space blank.]<br />
[Leave this space blank.]<br />
shares of the common s<strong>to</strong>ck represented by the within Certificate and do hereby irrevocably<br />
constitute and appoint<br />
1 [Fill in “<strong>Vanguard</strong> <strong>Brokerage</strong> Services”]<br />
At<strong>to</strong>rney <strong>to</strong> transfer the said s<strong>to</strong>ck on the books of the within-named Corporation<br />
with full power of substitution in the premises.<br />
Dated<br />
2 [Fill in current date.]<br />
Signature<br />
3 [Sign your name exactly as it appears on the face of the<br />
certificate. All owners must sign.]<br />
<strong>Vanguard</strong> <strong>Brokerage</strong> Services is a division of <strong>Vanguard</strong> Marketing Corporation, member FINRA and SIPC.<br />
4<br />
[Record your <strong>Vanguard</strong> <strong>Brokerage</strong> account number (if known) on<br />
the front of the certificate, in the upper right corner.]<br />
© 2009<br />
The <strong>Vanguard</strong> Group, Inc.<br />
All rights reserved.<br />
VAACFPC 062011<br />
4 of 4
<strong>Vanguard</strong> <strong>Brokerage</strong> Margin <strong>Account</strong> Agreement<br />
Effective December 2, 2011<br />
When You buy securities on margin, or enter in<strong>to</strong> short sales, You are<br />
borrowing money or securities from <strong>Vanguard</strong> <strong>Brokerage</strong> Services®, a<br />
division of <strong>Vanguard</strong> Marketing Corporation, member FINRA and SIPC, for<br />
part of <strong>Your</strong> transactions. All Securities and Other Property in <strong>Your</strong> Margin<br />
<strong>Account</strong> (<strong>Account</strong>) are pledged as collateral <strong>to</strong> secure this loan. Margin<br />
transactions are riskier and involve the possibility of greater loss than<br />
transactions in which You are not borrowing money. If the value of <strong>Your</strong><br />
Securities and Other Property declines, You may be required <strong>to</strong> deposit<br />
more assets (a “margin call”) <strong>to</strong> secure <strong>Your</strong> loan or <strong>Your</strong> Securities and<br />
Other Property may be sold <strong>to</strong> pay down or pay off <strong>Your</strong> loan without prior<br />
notice and at a loss or at lower prices than under other circumstances.<br />
You agree <strong>to</strong> carefully consider <strong>Your</strong> own financial condition, <strong>to</strong>lerance for risk<br />
and investment objectives, as well as market conditions, before You decide <strong>to</strong><br />
use margin credit or short account features. By applying for a margin account<br />
and/or placing an order on margin, You acknowledge that You have carefully<br />
considered all of these fac<strong>to</strong>rs, along with the terms of this <strong>Vanguard</strong><br />
<strong>Brokerage</strong> Margin <strong>Account</strong> Agreement (Margin Agreement), and have decided<br />
that margin financing is appropriate for You. You also acknowledge that<br />
<strong>Vanguard</strong> <strong>Brokerage</strong> Services may, in its discretion, transfer Securities and<br />
Other Property held in <strong>Your</strong> other accounts with Us, including <strong>Your</strong> cash<br />
account, <strong>to</strong> <strong>Your</strong> Margin <strong>Account</strong>, and You understand that all transactions<br />
executed through and all Securities and Other Property purchased or<br />
deposited with <strong>Vanguard</strong> <strong>Brokerage</strong> Services will be recorded in the Margin<br />
<strong>Account</strong>. In addition, You acknowledge that purchases of open-end mutual<br />
funds and <strong>Vanguard</strong> ETFs ® will settle in <strong>Your</strong> cash account and after thirty<br />
days be journaled in<strong>to</strong> <strong>Your</strong> <strong>Account</strong>. All Securities and Other Property now or<br />
hereafter held in this <strong>Account</strong> may be pledged, repledged, or otherwise used.<br />
In consideration of Our accepting <strong>Your</strong> orders <strong>to</strong> trade on margin within <strong>Your</strong><br />
<strong>Account</strong>, You agree that the following terms and conditions apply <strong>to</strong> <strong>Your</strong><br />
<strong>Account</strong>, in addition <strong>to</strong> the other terms and conditions contained in the<br />
<strong>Vanguard</strong> <strong>Brokerage</strong> <strong>Account</strong> Agreement (Agreement). The Margin<br />
Agreement is part of the Agreement. Unless otherwise defined in the Margin<br />
Agreement, defined terms have the same meaning as in the Agreement. In<br />
the event any provision of the Margin Agreement conflicts or is inconsistent<br />
with any provision of the Agreement, the provisions of the Margin Agreement<br />
will control for matters or services related <strong>to</strong> <strong>Your</strong> <strong>Account</strong>.<br />
1. Payment for Transactions<br />
You agree that You are responsible for paying for all transactions You<br />
make and all authorized transactions in <strong>Your</strong> <strong>Account</strong>. When You purchase<br />
securities on margin, You agree <strong>to</strong> deposit the required initial equity by the<br />
settlement date and <strong>to</strong> maintain <strong>Your</strong> equity at the required levels. However,<br />
<strong>Vanguard</strong> <strong>Brokerage</strong> Services reserves the right <strong>to</strong> liquidate Securities<br />
and Other Property at any time (including on or before settlement date)<br />
depending on market conditions. In addition, You agree <strong>to</strong> pay any debit<br />
remaining in <strong>Your</strong> <strong>Account</strong> if <strong>Your</strong> positions are liquidated <strong>to</strong> satisfy a<br />
margin call. We may extend credit <strong>to</strong> You according <strong>to</strong> applicable laws and<br />
regulations and Our Margin Disclosure of Credit Terms and Policies. You<br />
agree <strong>to</strong> use this credit primarily for business and investment purposes.<br />
2. Margin Disclosure of Credit Terms and Policies<br />
All transactions in <strong>Your</strong> <strong>Account</strong> are subject <strong>to</strong> Our Margin Disclosure of<br />
Credit Terms and Policies. You agree not <strong>to</strong> enter an order in <strong>Your</strong> <strong>Account</strong><br />
until You have read and unders<strong>to</strong>od the Margin Disclosure of Credit Terms<br />
and Policies.<br />
3. Maintenance of Collateral<br />
You agree <strong>to</strong> maintain in <strong>Your</strong> <strong>Account</strong> collateral of the type and amount<br />
required by:<br />
Applicable Exchange rules and federal regulations;<br />
Our Margin Disclosure of Credit Terms and Policies; or<br />
<strong>Vanguard</strong> <strong>Brokerage</strong> Services, at our discretion.<br />
4. Liquidation<br />
Whenever it is necessary for Our protection or <strong>to</strong> satisfy a margin call,<br />
deficiency, debit, or other obligation owed Us, We may (but are not required<br />
<strong>to</strong>) sell, assign, and deliver all or any part of the Securities and Other Property<br />
securing <strong>Your</strong> obligations, or close any or all transactions in <strong>Your</strong> <strong>Account</strong> or<br />
in any of <strong>Your</strong> accounts with Our affiliates. It is Our policy <strong>to</strong> attempt <strong>to</strong><br />
contact You, when practicable, before taking any action described in this<br />
section. However, We reserve the right <strong>to</strong> take any such action without prior<br />
notice or demand for additional collateral, and free of any right of redemption.<br />
Any prior demand, call, or notice will not be considered a waiver of Our right<br />
<strong>to</strong> sell or buy without demand, call, or notice. We may choose which<br />
Securities or Other Property <strong>to</strong> buy or sell, which transactions <strong>to</strong> close,<br />
and the sequence and timing of liquidation. We may take such actions on<br />
whatever exchange or market and in whatever manner (including public<br />
auction or private sale) that We choose in the exercise of Our business<br />
judgment. You agree not <strong>to</strong> hold us liable for the choice of which Securities<br />
or Other Property <strong>to</strong> buy or sell, or of which transactions <strong>to</strong> close, or for the<br />
timing or manner of the liquidation. We may transfer Securities and Other<br />
Property from any brokerage account in which You have an interest <strong>to</strong> any<br />
other brokerage account in which You have an interest, regardless of whether<br />
there are other <strong>Account</strong> Holders on either account, if We determine that <strong>Your</strong><br />
obligations are not adequately secured or <strong>to</strong> satisfy a margin deficiency or<br />
other obligation. You agree <strong>to</strong> pay on demand any <strong>Account</strong> deficiencies after<br />
liquidation, whether liquidation is complete or partial. We are entitled <strong>to</strong><br />
exercise the rights described in this section in Our sole discretion at any<br />
time, including whenever any of the following occurs:<br />
The equity level in <strong>Your</strong> <strong>Account</strong> falls below required minimums;<br />
Sufficient funds or securities are not deposited <strong>to</strong> pay for transactions in<br />
<strong>Your</strong> <strong>Account</strong>;<br />
A petition of bankruptcy or for the appointment of a receiver is filed by<br />
or against You;<br />
An attachment is levied against any of <strong>Your</strong> brokerage accounts with us;<br />
You die or become incapacitated or incompetent;<br />
or<br />
<strong>Your</strong> <strong>Vanguard</strong> <strong>Brokerage</strong> account is closed.<br />
5. Short Sales<br />
You agree <strong>to</strong> designate a sell order as a short sale if, at the time You<br />
place the order, You either do not own the security being sold or are<br />
unable <strong>to</strong> deliver the security in a timely manner. You agree that short<br />
sale transactions are subject <strong>to</strong> certain regula<strong>to</strong>ry rules and cannot be<br />
executed under certain market conditions. In addition, depending on market<br />
conditions, <strong>Vanguard</strong> <strong>Brokerage</strong> Services cannot guarantee that it will have<br />
shares available <strong>to</strong> facilitate a short sale. You agree that We may, in Our<br />
discretion and without notice, “buy in” securities <strong>to</strong> cover any short security<br />
position in <strong>Your</strong> <strong>Account</strong> at <strong>Your</strong> expense. We may take this action either on<br />
a regular settlement, cash, or next-day settlement basis. If You are unable <strong>to</strong><br />
cover a short security position (either through delivery of the security or<br />
through our “buying-in” the security) in enough time so We can deliver the<br />
security <strong>to</strong> its lender (<strong>to</strong> whom We’re obligated), You agree <strong>to</strong> reimburse Us<br />
for the losses We sustain as a result of <strong>Your</strong> failure <strong>to</strong> deliver the security.<br />
6. Interest on Debit Balances<br />
We will charge interest on <strong>Your</strong> debit balance according <strong>to</strong> Our Margin<br />
Disclosure of Credit Terms and Policies. We post accrued but unpaid<br />
interest charges <strong>to</strong> <strong>Your</strong> <strong>Account</strong> each month. We compound the interest<br />
as described in Our Margin Disclosure of Credit Terms and Policies.<br />
7. Pledge of Securities and Other Property<br />
The Securities and Other Property in <strong>Your</strong> <strong>Account</strong> may be carried in the<br />
general loan of <strong>Vanguard</strong> <strong>Brokerage</strong> Services, and We may pledge, repledge,<br />
hypothecate, or rehypothecate, either separately or <strong>to</strong>gether with Securities<br />
of other cus<strong>to</strong>mers, all Securities and Other Property that You, now or in the<br />
future, carry, hold, or maintain in <strong>Your</strong> <strong>Account</strong>. The value of the Securities<br />
and Other Property We pledge or repledge may be greater than the amount<br />
You owe Us, and We are not obligated <strong>to</strong> retain in Our possession and<br />
control for delivery the same amount of similar Securities and Other Property.<br />
8. Loan Consent<br />
You agree that Securities and Other Property held in <strong>Your</strong> Margin <strong>Account</strong>,<br />
now or in the future, may be borrowed (either separately or <strong>to</strong>gether with<br />
the property of others) by Us or by others. You agree that <strong>Vanguard</strong><br />
<strong>Brokerage</strong> Services may receive and retain certain benefits (including, but<br />
not limited <strong>to</strong>, interest on collateral posted for such loans) <strong>to</strong> which You<br />
will not be entitled. You acknowledge that in certain circumstances, such<br />
borrowings could limit <strong>Your</strong> ability <strong>to</strong> exercise voting rights or receive<br />
dividends, in whole or in part, with respect <strong>to</strong> the Securities and Other<br />
Property lent. You understand that for Securities and Other Property that<br />
are lent by <strong>Vanguard</strong> <strong>Brokerage</strong> Services, the dividends paid on such<br />
Securities and Other Property will go <strong>to</strong> the borrower. No compensation<br />
or other reimbursements will be due <strong>to</strong> You in connection with such<br />
borrowings. However, if You are allocated a substitute payment in lieu of<br />
dividends, You understand that such a payment may not be entitled <strong>to</strong> the<br />
same tax treatment as may have been applied <strong>to</strong> the receipt of a dividend.<br />
You agree that <strong>Vanguard</strong> <strong>Brokerage</strong> Services is not required <strong>to</strong> compensate<br />
1 of 4
You for any differential tax treatment between dividends and payments in<br />
lieu of dividends. <strong>Vanguard</strong> <strong>Brokerage</strong> Services may allocate substitute<br />
payments in any manner permitted by law, rule, or regulation. Please note<br />
that any substitute payments <strong>Vanguard</strong> <strong>Brokerage</strong> Services makes are<br />
voluntary and may be discontinued at any time.<br />
9. Required Arbitration Disclosures<br />
The Margin Agreement contains a predispute arbitration clause.<br />
By signing an arbitration agreement, the parties agree as follows:<br />
All parties <strong>to</strong> the Margin Agreement are giving up the right <strong>to</strong><br />
sue each other in court, including the right <strong>to</strong> a trial by jury,<br />
except as provided by the rules of the arbitration forum in which<br />
a claim is filed.<br />
Arbitration awards are generally final and binding. A party’s<br />
ability <strong>to</strong> have a court reverse or modify an arbitration award<br />
is very limited.<br />
The ability of the parties <strong>to</strong> obtain documents, witness statements,<br />
and other discovery is generally more limited in arbitration than in<br />
court proceedings.<br />
The arbitra<strong>to</strong>rs do not have <strong>to</strong> explain the reason(s) for their award<br />
unless, in an eligible case, a joint request for an explained decision<br />
has been submitted by all parties <strong>to</strong> the panel at least 20 days prior<br />
<strong>to</strong> the first scheduled hearing date.<br />
The panel of arbitra<strong>to</strong>rs may include a minority of arbitra<strong>to</strong>rs who<br />
were or are affiliated with the securities industry.<br />
The rules of some arbitration forums may impose time limits<br />
for bringing a claim in arbitration. In some cases, a claim that<br />
is ineligible for arbitration may be brought in court.<br />
The rules of the arbitration forum in which the claim is filed,<br />
and any amendments there<strong>to</strong>, shall be incorporated in<strong>to</strong> the<br />
Margin Agreement.<br />
10. Arbitration Agreement<br />
You agree <strong>to</strong> settle by arbitration any controversy between or<br />
among You and <strong>Vanguard</strong> <strong>Brokerage</strong> Services, arising out of or<br />
relating <strong>to</strong> <strong>Vanguard</strong> <strong>Brokerage</strong> Services’ business or the Margin<br />
Agreement. Such arbitration will be conducted by and in accordance<br />
with the securities arbitration rules and regulations then in effect of<br />
the Financial Industry Regula<strong>to</strong>ry Authority (FINRA) or any national<br />
securities exchange that provides a forum for the arbitration of<br />
disputes, provided that <strong>Vanguard</strong> <strong>Brokerage</strong> Services is a member<br />
of such national securities exchange at the time the arbitration is<br />
initiated. Arbitration must be commenced by service upon the other<br />
party of a written demand for arbitration or a written notice of<br />
intention <strong>to</strong> arbitrate, therein electing the arbitration tribunal. In the<br />
event the undersigned does not make such election within five (5)<br />
days of such demand or notice, then the undersigned authorizes<br />
<strong>Vanguard</strong> <strong>Brokerage</strong> Services <strong>to</strong> do so on behalf of the undersigned.<br />
The award of the arbitra<strong>to</strong>r will be final and binding, and judgment<br />
on the award may be entered in any court having jurisdiction.<br />
No person shall bring a putative or certified class action <strong>to</strong><br />
arbitration, nor seek <strong>to</strong> enforce any predispute arbitration agreement<br />
against any person who has initiated in court a putative class action<br />
or who is a member of a putative class who has not opted out of the<br />
class with respect <strong>to</strong> any claims encompassed by the putative class<br />
action until: (i) the class certification is denied; (ii) the class is<br />
decertified; or (iii) the cus<strong>to</strong>mer is excluded from the class by the<br />
court. Such forbearance <strong>to</strong> enforce an agreement <strong>to</strong> arbitrate shall<br />
not constitute a waiver of any rights under the Margin Agreement<br />
except <strong>to</strong> the extent stated herein.<br />
11. Governing Law<br />
The Margin Agreement and the Agreement, all transactions made in <strong>Your</strong><br />
<strong>Account</strong>, and all matters arising in connection with the Margin Agreement<br />
and the Agreement will be governed by, and construed and enforced in<br />
accordance with, the laws of the State of New York (regardless of the<br />
choice of law rules thereof).<br />
12. Severability<br />
If any provision or condition of the Margin Agreement shall be held <strong>to</strong><br />
be invalid or unenforceable by any court or regula<strong>to</strong>ry or self-regula<strong>to</strong>ry<br />
agency or body, such invalidity or unenforceability shall attach only <strong>to</strong><br />
such provision or condition. The validity of the remaining provisions and<br />
conditions shall not be affected thereby, and the Margin Agreement shall<br />
be valid and enforceable as if any such invalid or unenforceable provision<br />
or condition were not contained herein.<br />
13. Assignment<br />
We may assign Our rights and obligations under the Margin Agreement<br />
<strong>to</strong> any subsidiary, affiliate, or successor by merger or consolidation without<br />
notice <strong>to</strong> You, or <strong>to</strong> any other entity after thirty (30) days’ written notice <strong>to</strong><br />
You. You may not assign <strong>Your</strong> rights and obligations under the Margin<br />
Agreement without first obtaining Our written consent. Any assignment<br />
in violation of this provision will be void.<br />
The Margin Agreement is binding upon You and <strong>Your</strong> heirs, execu<strong>to</strong>rs,<br />
administra<strong>to</strong>rs, successors, and permitted assigns, and it will benefit You<br />
and <strong>Your</strong> successors and permitted assigns, if any.<br />
14. Amendment<br />
On prior or concurrent written notice <strong>to</strong> You, We may modify or rescind<br />
existing provisions or add new provisions <strong>to</strong> the Margin Agreement.<br />
By not closing and/or continuing <strong>to</strong> use <strong>Your</strong> <strong>Account</strong>, You confirm <strong>Your</strong><br />
agreement <strong>to</strong> abide by the Margin Agreement, as amended from time<br />
<strong>to</strong> time. Amendments will not affect rights or obligations either of Us<br />
incur before the effective date of the amendment. No prior conduct,<br />
past practice, or oral statement by any <strong>Vanguard</strong> <strong>Brokerage</strong> employee or<br />
agent can amend or modify this written agreement.<br />
15. <strong>Vanguard</strong> <strong>Brokerage</strong> <strong>Account</strong> Agreement<br />
All transactions in <strong>Your</strong> Margin <strong>Account</strong> are subject <strong>to</strong> the Margin<br />
Agreement and the Agreement in their entireties and any other disclosures,<br />
terms, and agreements relating <strong>to</strong> <strong>Your</strong> <strong>Account</strong> or <strong>to</strong> particular features<br />
or services offered in connection with <strong>Your</strong> <strong>Account</strong>, each as amended<br />
from time <strong>to</strong> time.<br />
Initial Margin Risk Disclosure Statement<br />
<strong>Vanguard</strong> <strong>Brokerage</strong> Services is providing this statement, in accordance<br />
with FINRA rules and regulations, <strong>to</strong> inform You of some important facts<br />
about purchasing securities on margin and <strong>to</strong> alert You <strong>to</strong> the risks involved<br />
with margin Securities in a margin account. Before trading Securities in<br />
<strong>Your</strong> Margin <strong>Account</strong>, You should carefully review this Margin Risk<br />
Disclosure Statement. You should call <strong>Vanguard</strong> <strong>Brokerage</strong> Services with<br />
any questions or concerns You may have with <strong>Your</strong> Margin <strong>Account</strong>.<br />
When You purchase Securities, You may pay for the Securities in full or You<br />
may borrow part of the purchase price from <strong>Vanguard</strong> <strong>Brokerage</strong> Services. If<br />
You choose <strong>to</strong> borrow funds from <strong>Vanguard</strong> <strong>Brokerage</strong> Services, You will open<br />
a margin account with Us. The Securities purchased are Our collateral for the<br />
loan <strong>to</strong> You. If the Securities in <strong>Your</strong> <strong>Account</strong> decline in value, so does the value<br />
of the collateral supporting <strong>Your</strong> loan. As a result, <strong>Vanguard</strong> <strong>Brokerage</strong> Services<br />
can take action by issuing a margin call and/or by selling Securities and Other<br />
Property in any of <strong>Your</strong> accounts held with <strong>Vanguard</strong> <strong>Brokerage</strong> Services or any<br />
of its affiliates <strong>to</strong> satisfy minimum equity requirements.<br />
Before placing any trades in a margin account, it is important that You fully<br />
understand that this activity involves a high degree of risk. These risks<br />
include, but are not limited <strong>to</strong>, the following:<br />
You can lose more funds than You deposit in<strong>to</strong> <strong>Your</strong> Margin <strong>Account</strong>.<br />
If the Securities in <strong>Your</strong> Margin <strong>Account</strong> decline in value, You may be<br />
required <strong>to</strong> deposit additional funds or marginable Securities <strong>to</strong> prevent<br />
<strong>Vanguard</strong> <strong>Brokerage</strong> Services from selling those or other Securities in<br />
<strong>Your</strong> <strong>Account</strong>. Market conditions can magnify any potential for loss.<br />
You are fully liable for the funds that You have borrowed. During<br />
periods of extreme market volatility, it is possible that the market value of<br />
the Securities in <strong>Your</strong> Margin <strong>Account</strong> (assets held as collateral) may drop<br />
below <strong>Your</strong> loan value. If this occurs, You will be responsible for covering<br />
the deficit in <strong>Your</strong> <strong>Account</strong>. Whenever it is necessary for our protection or<br />
<strong>to</strong> satisfy a margin call, deficiency, debit, or other obligation owed Us, We<br />
may (but are not required <strong>to</strong>) sell, assign, and deliver all or any part of the<br />
Securities and Other Property securing <strong>Your</strong> obligations or close any or<br />
all transactions in any of <strong>Your</strong> <strong>Vanguard</strong> <strong>Brokerage</strong> accounts or in any of<br />
<strong>Your</strong> accounts with Our affiliates.<br />
<strong>Vanguard</strong> <strong>Brokerage</strong> Services can force the sale of Securities and<br />
Other Property in <strong>Your</strong> <strong>Account</strong>. You are not entitled <strong>to</strong> choose<br />
which securities or other assets in <strong>Your</strong> <strong>Account</strong> will be liquidated<br />
or sold <strong>to</strong> meet a margin call. If the equity in <strong>Your</strong> <strong>Account</strong> falls below<br />
the maintenance margin requirements, or <strong>Vanguard</strong> <strong>Brokerage</strong> Services’<br />
higher “house” maintenance margin requirements (see next item below),<br />
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<strong>Vanguard</strong> <strong>Brokerage</strong> Services reserves the right <strong>to</strong> sell the Securities and<br />
Other Property in <strong>Your</strong> <strong>Account</strong> <strong>to</strong> cover the margin deficiency. You will<br />
also be responsible for any shortfall in the <strong>Account</strong> after such sale.<br />
Because the Securities and Other Property in <strong>Your</strong> <strong>Account</strong> are collateral<br />
for the margin loan that has been granted <strong>to</strong> You, <strong>Vanguard</strong> <strong>Brokerage</strong><br />
Services has the right <strong>to</strong> decide which securities <strong>to</strong> sell in order <strong>to</strong><br />
protect its interests.<br />
<strong>Vanguard</strong> <strong>Brokerage</strong> Services can increase Our “house” maintenance<br />
margin requirements at any time without advance written notice. At<br />
this time, the minimum margin maintenance requirement is 35% for most<br />
marginable securities held at <strong>Vanguard</strong> <strong>Brokerage</strong> Services. <strong>Your</strong> <strong>Account</strong><br />
would be at 35% equity under the following scenario: $100,000 market<br />
value – $65,000 margin debt = 35% equity. However, maintenance<br />
requirements may vary for certain Securities. For example, <strong>Vanguard</strong><br />
<strong>Brokerage</strong> Services now requires a 50% or higher maintenance<br />
requirement for concentrated positions; that is, for margin accounts with a<br />
large percentage of holdings in a small number of securities or for a large<br />
amount of holdings in one particular industry group or sec<strong>to</strong>r. In addition,<br />
not all Securities held at <strong>Vanguard</strong> <strong>Brokerage</strong> Services are marginable.<br />
Please note that we may change Our “house” maintenance margin<br />
requirements anytime and these changes will take effect immediately and<br />
result in the issuance of a maintenance margin call. <strong>Your</strong> failure <strong>to</strong> satisfy<br />
the call may cause <strong>Vanguard</strong> <strong>Brokerage</strong> Services <strong>to</strong> liquidate or sell<br />
Securities and other Property in <strong>Your</strong> <strong>Account</strong>. You should ascertain the<br />
margin requirements for a particular Security before placing a trade in a<br />
margin account. If You have any questions about Our margin<br />
requirements, call Us at 800-992-8327 on business days from 8 a.m. <strong>to</strong><br />
10 p.m. or on Saturdays from 9 a.m. <strong>to</strong> 4 p.m., Eastern time.<br />
<strong>Vanguard</strong> <strong>Brokerage</strong> Services can sell <strong>Your</strong> Securities and Other<br />
Property without contacting You. Some inves<strong>to</strong>rs mistakenly believe<br />
that a firm must contact them for a margin call <strong>to</strong> be valid and that the<br />
firm cannot liquidate Securities and Other Property in their accounts <strong>to</strong><br />
meet the call unless the firm has contacted them first. This is not the<br />
case. <strong>Vanguard</strong> <strong>Brokerage</strong> Services will attempt <strong>to</strong> notify You when a<br />
margin call exists, but is not required <strong>to</strong> do so. You will normally have<br />
up <strong>to</strong> five business days (two days for Exchange calls) <strong>to</strong> satisfy a<br />
margin call. However, even if You are contacted and given explicit<br />
instructions regarding the amount and payment deadline of <strong>Your</strong> margin<br />
call, <strong>Vanguard</strong> <strong>Brokerage</strong> Services can still take necessary steps <strong>to</strong><br />
protect its financial interests, including by selling Securities and<br />
Other Property in any of <strong>Your</strong> accounts held by <strong>Vanguard</strong><br />
<strong>Brokerage</strong> Services or any of its affiliates at any time without<br />
contacting You, if We deem it necessary, <strong>to</strong> mitigate the risk<br />
associated with adverse market fluctuations or otherwise.<br />
You are not entitled <strong>to</strong> an extension of time <strong>to</strong> meet a margin<br />
maintenance call. Although <strong>Vanguard</strong> <strong>Brokerage</strong> Services may allow<br />
more time <strong>to</strong> meet a margin call under extenuating circumstances, You<br />
are not au<strong>to</strong>matically entitled <strong>to</strong> receive an extension.<br />
Short sales can result in unlimited liability. A short sale occurs when<br />
a client borrows a security and sells it with the expectation that the<br />
price of the security will fall. If the shares of a Security that You have<br />
sold short should no longer be available <strong>to</strong> borrow (are recalled) by<br />
<strong>Vanguard</strong> <strong>Brokerage</strong> Services, <strong>Your</strong> <strong>Account</strong> will be subject <strong>to</strong> a<br />
manda<strong>to</strong>ry “buy-in” at current market prices for all or part of <strong>Your</strong><br />
short positions, however high those prices might be. Therefore, before<br />
placing such trades, You should fully understand the risks and<br />
potentially adverse impact such trades might have on <strong>Your</strong> portfolio.<br />
Interest rates on margin debit balances may vary. Interest charged on<br />
any margin debit balances may be up <strong>to</strong> 3.00 percentage points above<br />
the <strong>Vanguard</strong> <strong>Brokerage</strong> Base Lending Rate. The interest period begins<br />
two business days before the beginning of each month and ends three<br />
business days before the following month’s end. At the close of each<br />
interest period during which credit was extended <strong>to</strong> You, an interest<br />
charge is computed by multiplying the average daily debit balance by<br />
the applicable schedule rate, and by the number of days during which<br />
a debit balance was outstanding, and then dividing by 360. If there has<br />
been a change in the <strong>Vanguard</strong> <strong>Brokerage</strong> Base Lending Rate, separate<br />
computations will be made with respect <strong>to</strong> each rate of charge for the<br />
appropriate number of days at each rate during the interest period. If not<br />
paid, the interest charge for credit extended <strong>to</strong> <strong>Your</strong> <strong>Account</strong> at the close<br />
of the interest period is added <strong>to</strong> the opening debit balance for the next<br />
interest period. If there is a cash balance in both <strong>Your</strong> cash and margin<br />
accounts, interest will be calculated on the combined debit balance for<br />
that currency and charged <strong>to</strong> the Margin <strong>Account</strong>.<br />
Generally, You will not receive interest on any credit balances in <strong>Your</strong><br />
short account because such credit collateralizes the s<strong>to</strong>ck borrowed<br />
for delivery against the short sale.<br />
All trades will be executed through <strong>Your</strong> Margin <strong>Account</strong>. All<br />
securities must be held in <strong>Your</strong> Margin <strong>Account</strong>. Purchases of open-end<br />
mutual funds and <strong>Vanguard</strong> ETFs will settle in <strong>Your</strong> cash account and<br />
after 30 days be journaled in<strong>to</strong> <strong>Your</strong> Margin <strong>Account</strong>.<br />
Information about the rules, regulations, and risks of investing on<br />
margin is available online at the FINRA website at finra.org. We<br />
strongly urge You <strong>to</strong> access this site for additional information<br />
disclosure or call Us at 800-992-8327 on business days from 8 a.m.<br />
<strong>to</strong> 10 p.m. or on Saturdays from 9 a.m. <strong>to</strong> 4 p.m., Eastern time.<br />
Margin Disclosure of Credit Terms and<br />
Policies<br />
General Margin Policies<br />
The amount of credit that may be extended by <strong>Vanguard</strong> <strong>Brokerage</strong><br />
Services and the terms of such extension are governed by rules of the<br />
Federal Reserve Board, FINRA, and the New York S<strong>to</strong>ck Exchange, Inc.,<br />
within the guidelines of these rules and subject <strong>to</strong> adjustment required by<br />
changes in such rules and Our business judgment.<br />
<strong>Vanguard</strong> <strong>Brokerage</strong> Services establishes certain policies with respect <strong>to</strong><br />
margin accounts. <strong>Vanguard</strong> <strong>Brokerage</strong> Services may require the deposit of<br />
additional acceptable collateral at any time. Margin account equity is the<br />
current market value of Securities and Other Property deposited as security<br />
less the amount owed <strong>Vanguard</strong> <strong>Brokerage</strong> Services for credit extended at<br />
its discretion. It is Our general policy <strong>to</strong> require margin account holders <strong>to</strong><br />
maintain equity in their accounts of the greater of 35% of the current market<br />
value or $3 per share for common s<strong>to</strong>ck. <strong>Vanguard</strong> <strong>Brokerage</strong> Services<br />
applies other standards for other types of Securities. For instance, Securities<br />
valued at less than $5 per share must initially be paid for in full. Also, certain<br />
Securities may be ineligible for margin credit from time <strong>to</strong> time.<br />
For information with respect <strong>to</strong> general margin maintenance policies for<br />
municipal bonds, corporate bonds, U.S. Treasury notes and bonds, and<br />
other securities, as well as information about the eligibility of particular<br />
securities for margin credit, please contact <strong>Vanguard</strong> <strong>Brokerage</strong> Services<br />
at 800-992-8327.<br />
Notwithstanding the above general policies, <strong>Vanguard</strong> <strong>Brokerage</strong> Services<br />
reserves the right, at its discretion, <strong>to</strong> require the deposit of additional<br />
collateral and <strong>to</strong> set required margin at a higher or lower amount with respect<br />
<strong>to</strong> particular accounts or classes of accounts as it deems necessary. In<br />
making these determinations, <strong>Vanguard</strong> <strong>Brokerage</strong> Services may take in<strong>to</strong><br />
account various fac<strong>to</strong>rs including the size of the account, the liquidity of a<br />
position, concentrations of Securities in an account, or a decline in<br />
creditworthiness. If You fail <strong>to</strong> meet a margin call in a timely manner, some<br />
or all of <strong>Your</strong> positions may be liquidated by <strong>Vanguard</strong> <strong>Brokerage</strong> Services at<br />
then-current market prices.<br />
Credit Disclosure<br />
Cash <strong>Account</strong>s<br />
Cash accounts may be subject, at <strong>Vanguard</strong> <strong>Brokerage</strong> Services’ discretion,<br />
<strong>to</strong> interest on any debit balances in U.S. dollars or any other currency<br />
resulting from failure <strong>to</strong> make payment in full for securities purchased, from<br />
failure <strong>to</strong> timely deliver securities sold, from proceeds of sales paid prior <strong>to</strong><br />
settlement date, or for other charges which may be made <strong>to</strong> the account.<br />
Margin <strong>Account</strong>s<br />
Purchases of Securities on credit, commonly known as margin purchases,<br />
enable You <strong>to</strong> increase the buying power of <strong>Your</strong> equity and thus increase<br />
the potential for profit or loss. A portion of the purchase price is deposited<br />
when buying securities on margin, and <strong>Vanguard</strong> <strong>Brokerage</strong> Services<br />
extends credit for the remainder. This loan appears as a debit balance in<br />
U.S. dollars or any other currency on <strong>Your</strong> monthly account statement.<br />
<strong>Vanguard</strong> <strong>Brokerage</strong> Services charges interest on the debit balance in U.S.<br />
dollars or any other currency and requires You <strong>to</strong> maintain Securities and<br />
Other Property <strong>to</strong> secure repayment of funds advanced and interest due.<br />
Interest will be charged in the appropriate currency for any credit extended<br />
<strong>to</strong> You for the purpose of buying, trading, or carrying any Securities; for any<br />
cash withdrawals made against the collateral of Securities; or for any other<br />
extension of credit. When funds are paid in advance of settlement on the sale<br />
of Securities, interest will be charged in the appropriate currency on such<br />
amount from date of payment until the settlement date. In the event that any<br />
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other charge is made <strong>to</strong> the account in U.S. dollars or any other currency for<br />
any reason, interest may be charged on the resulting debit balances.<br />
Interest You pay on the loan is paid <strong>to</strong> <strong>Vanguard</strong> <strong>Brokerage</strong> Services.<br />
Interest Rates<br />
Interest charged on any debit balances in cash accounts or on credit<br />
extended in margin accounts may be up <strong>to</strong> 3.00 percentage points above<br />
the <strong>Vanguard</strong> <strong>Brokerage</strong> Base Lending Rate for that currency. The <strong>Vanguard</strong><br />
<strong>Brokerage</strong> Base Lending Rate for each currency will be set with reference<br />
<strong>to</strong> commercially recognized interest rates, industry conditions relating <strong>to</strong> the<br />
extension of credit, and general credit market conditions. For a loan in a<br />
currency other than U.S. dollars, the <strong>Vanguard</strong> <strong>Brokerage</strong> Base Lending<br />
Rate will be set based on the above-referenced criteria in the country<br />
whose currency is the basis of the loan. The <strong>Vanguard</strong> <strong>Brokerage</strong> Base<br />
Lending Rate for each currency will change without prior notice. When the<br />
<strong>Vanguard</strong> <strong>Brokerage</strong> Base Lending Rate for a particular currency changes<br />
during an interest period, interest will be calculated according <strong>to</strong> the<br />
number of days each rate is in effect during that period. If the rate of<br />
interest charged <strong>to</strong> You increases for any reason other than a change in<br />
the Base Rate, You will be notified at least 30 days in advance.<br />
Interest Period<br />
The interest period begins two business days before the beginning of<br />
each month and ends three business days before the following month’s<br />
end. Accordingly, the interest charges for the period as shown on <strong>Your</strong><br />
monthly statement are based only on the daily net debit and credit balances<br />
for the interest period.<br />
Method of Interest Computation<br />
At the close of each interest period during which credit was extended <strong>to</strong><br />
You, an interest charge is computed by multiplying the average daily debit<br />
balance for that currency by the applicable schedule rate and by the number<br />
of days during which a debit balance was outstanding and then dividing<br />
by 360. If there has been a change in the <strong>Vanguard</strong> <strong>Brokerage</strong> Base Lending<br />
Rate for that currency, separate computations will be made with respect <strong>to</strong><br />
each rate of charge for the appropriate number of days at each rate during<br />
the interest period. If not paid, the interest charge for credit extended <strong>to</strong><br />
<strong>Your</strong> <strong>Account</strong> at the close of the interest period is added <strong>to</strong> the opening<br />
debit balance for that currency for the next interest period.<br />
With the exception of credit balances in <strong>Your</strong> short account, all other<br />
credit and debit balances in the same currency will be combined daily,<br />
and interest will be charged on the resulting average daily net debit<br />
balances for that currency for the interest period. Credit balances in one<br />
currency will not be combined or netted with debit balances in a different<br />
currency. If there is a cash balance in both <strong>Your</strong> cash and margin accounts,<br />
interest will be calculated on the combined debit balance for that currency<br />
and charged <strong>to</strong> the Margin <strong>Account</strong>.<br />
Any credit balance in <strong>Your</strong> short account is disregarded because such credit<br />
collateralizes the s<strong>to</strong>ck borrowed for delivery against the short sale. Such<br />
credit is disregarded even if You should be long in the same position in <strong>Your</strong><br />
Margin <strong>Account</strong> (for instance, short sale against the box). If the security that<br />
You sold short (or sold short against the box) appreciates in market price<br />
over the selling price, interest will be charged in U.S. dollars or any other<br />
currency on the appreciation in value. Correspondingly, if the security that<br />
You sold short depreciates in market price, the interest charged will<br />
be reduced since <strong>Your</strong> average debit balance will decline. This practice<br />
is known as “marking-<strong>to</strong>-the-market.” Daily, a closing price is used <strong>to</strong><br />
determine any appreciation or depreciation of the security sold short.<br />
If <strong>Your</strong> <strong>Account</strong> is short shares of s<strong>to</strong>ck on the record date of a dividend or<br />
other distribution, however such short position occurs, on the following<br />
business day <strong>Your</strong> <strong>Account</strong> will be charged the amount of the dividend or<br />
other distribution.<br />
Deposits of Collateral, Lien on <strong>Account</strong>s, and Liquidation<br />
In the event that additional collateral is requested, You may deposit funds or<br />
acceptable Securities in<strong>to</strong> <strong>Your</strong> Margin <strong>Account</strong>. If satisfac<strong>to</strong>ry collateral is<br />
not promptly deposited after a request is made, <strong>Vanguard</strong> <strong>Brokerage</strong> Services<br />
may, at its discretion, liquidate Securities and Other Property held in any of<br />
<strong>Your</strong> <strong>Vanguard</strong> <strong>Brokerage</strong> accounts or in any account held by its affiliates. In<br />
<strong>Vanguard</strong> <strong>Brokerage</strong> Services is a division of <strong>Vanguard</strong> Marketing Corporation, member FINRA and SIPC.<br />
this connection, pursuant <strong>to</strong> Our <strong>Account</strong> Agreement and Margin Agreement,<br />
<strong>Vanguard</strong> <strong>Brokerage</strong> Services retains a security interest in the Securities and<br />
Other Property held in <strong>Your</strong> accounts, including Securities held for safekeeping<br />
so long as any credit extended remains outstanding.<br />
Callable Securities<br />
Securities which are held for <strong>Your</strong> <strong>Account</strong> and which are in “street name,”<br />
or are being held by a securities deposi<strong>to</strong>ry, are commingled with the same<br />
securities being held for other clients of financial organizations and for<br />
<strong>Vanguard</strong> <strong>Brokerage</strong> Services’ own clients. <strong>Your</strong> ownership of these<br />
Securities is reflected in Our records. You have the right at any time <strong>to</strong><br />
require delivery <strong>to</strong> You of any such Securities that are fully paid for or are in<br />
excess of margin requirements.<br />
The terms of many bonds allow the issuer <strong>to</strong> partially redeem or “call”<br />
the issue prior <strong>to</strong> maturity date. Certain preferred s<strong>to</strong>cks are also subject<br />
<strong>to</strong> being called by the issuer. Whenever any such Security being held by<br />
Us is partially “called,” We will determine, through a random selection<br />
procedure as prescribed by New York S<strong>to</strong>ck Exchange ® rules, the<br />
ownership of the Securities <strong>to</strong> be submitted for redemption without regard<br />
<strong>to</strong> unsettled sales. In the event that such Securities owned by You are<br />
selected and redeemed, <strong>Your</strong> <strong>Account</strong> will be credited with the proceeds.<br />
Should You not wish <strong>to</strong> be subject <strong>to</strong> this random selection process, You<br />
must instruct <strong>Vanguard</strong> <strong>Brokerage</strong> Services <strong>to</strong> deliver <strong>Your</strong> securities <strong>to</strong><br />
You. Delivery will be effected provided, of course, that <strong>Your</strong> position is<br />
unencumbered or had not already been called by the issuer as described<br />
prior <strong>to</strong> receipt by <strong>Vanguard</strong> <strong>Brokerage</strong> Services of <strong>Your</strong> instructions. The<br />
probability of one of <strong>Your</strong> Securities being called is the same whether they<br />
are held by You or by <strong>Vanguard</strong> <strong>Brokerage</strong> Services for You.<br />
Miscellaneous Credits<br />
<strong>Vanguard</strong> <strong>Brokerage</strong> Services credits <strong>to</strong> <strong>Your</strong> <strong>Account</strong> funds belonging <strong>to</strong><br />
You such as dividends, interest, redemptions, and proceeds of corporate<br />
reorganizations on the day such funds are received by Us. These funds<br />
come <strong>to</strong> Us from issuers and various intermediaries in which We are<br />
participants, such as the Deposi<strong>to</strong>ry Trust Company. Periodically, certain of<br />
those intermediaries pass on <strong>to</strong> their participants some or all of the interest<br />
earned on funds while in the possession of the intermediary. To the extent<br />
<strong>Vanguard</strong> <strong>Brokerage</strong> Services receives such payments, We retain them.<br />
Information regarding when <strong>Vanguard</strong> <strong>Brokerage</strong> Services credits <strong>Your</strong><br />
<strong>Account</strong> with funds due <strong>to</strong> You, when those funds are available <strong>to</strong> You, and/<br />
or when You begin earning interest on those funds is available from<br />
<strong>Vanguard</strong> <strong>Brokerage</strong> Services.<br />
Substitute Payments<br />
To the extent <strong>Vanguard</strong> <strong>Brokerage</strong> Services determines (in accordance with<br />
federal income tax regulations) that <strong>Your</strong> Securities have been loaned, certain<br />
payments You receive with respect <strong>to</strong> such loaned Securities will be<br />
reclassified as “substitute payments.” The tax consequences of receiving<br />
substitute payments may be different than the tax consequences of receiving<br />
payments made by an issuer of an underlying security. For instance, a<br />
dividend received by an individual may be taxed at a preferential rate if the<br />
dividend is a qualified dividend. Whereas if an individual receives a substitute<br />
payment, the preferential rate for qualified dividends will not apply. Individuals<br />
may also be affected if certain payments (such as exempt-interest, dividends,<br />
capital gains distributions, return of capital, and foreign tax credit dividends)<br />
are reclassified as substitute payments. Corporate taxpayers could also be<br />
affected because the dividends-received deduction is not available with<br />
respect <strong>to</strong> substitute payments. We suggest You contact <strong>Your</strong> tax advisor<br />
<strong>to</strong> discuss the tax-treatment of substitute payments. As permitted under<br />
<strong>Your</strong> Margin Agreement, <strong>Vanguard</strong> <strong>Brokerage</strong> Services may lend shares in<br />
<strong>Your</strong> <strong>Account</strong> when <strong>Your</strong> <strong>Account</strong> has a debit balance. In the instance where<br />
Securities are on loan over an ex-dividend date, <strong>Vanguard</strong> <strong>Brokerage</strong> Services<br />
may issue a substitute payment <strong>to</strong> the <strong>Account</strong> in lieu of the dividend and,<br />
subsequently, a tax-differential reimbursement. Substitute payments received<br />
in 2007 and forward, however, may be eligible for a reimbursement <strong>to</strong> the<br />
lender’s account only if the <strong>Account</strong> is open on the reimbursement date.<br />
Please note that these reimbursements are subject <strong>to</strong> change and may be<br />
eliminated without advance notification.<br />
© 2010<br />
The <strong>Vanguard</strong> Group, Inc.<br />
All rights reserved.<br />
MARAG 122011<br />
4 of 4
When you upgrade <strong>to</strong> a <strong>Vanguard</strong>Advantage <strong>Account</strong>,<br />
one thing won’t change: You’ll continue <strong>to</strong> enjoy the<br />
confidence that comes from dealing with <strong>Vanguard</strong>,<br />
the investment management company known for our<br />
unwavering focus on clients, exceptional value, and<br />
plain talk.<br />
Connect with <strong>Vanguard</strong> ® > www.vanguard.com > 800-992-8327<br />
For more information about <strong>Vanguard</strong> funds<br />
and mutual funds from other fund companies<br />
offered through <strong>Vanguard</strong> <strong>Brokerage</strong> Services,<br />
visit www.vanguard.com, or call 800-992-8327,<br />
<strong>to</strong> obtain a prospectus. Investment objectives,<br />
risks, charges, expenses, and other important<br />
information are contained in the prospectus;<br />
read and consider it carefully before investing.<br />
Visa is a trademark of Visa Inc.<br />
<strong>Vanguard</strong> <strong>Brokerage</strong> Services<br />
P.O. Box 1170<br />
Valley Forge, PA 19482-1170<br />
<strong>Vanguard</strong> <strong>Brokerage</strong> Services is a division of <strong>Vanguard</strong> Marketing<br />
Corporation, member FINRA and SIPC.<br />
© 2011 The <strong>Vanguard</strong> Group, Inc. All rights reserved.<br />
<strong>Vanguard</strong> Marketing Corporation, Distribu<strong>to</strong>r.<br />
PPVUGCV 092011
<strong>Vanguard</strong>Advantage ® <strong>Account</strong><br />
Disclosures Booklet<br />
<strong>Vanguard</strong>Advantage <strong>Account</strong> Services Agreement 1<br />
<strong>Vanguard</strong> <strong>Brokerage</strong> Margin <strong>Account</strong> Agreement 21<br />
Initial Margin Risk Disclosure Statement 27<br />
Margin Disclosure of Credit Terms and Policies 29<br />
Keep this copy for your records.
This page is intentionally left blank.
<strong>Vanguard</strong>Advantage <strong>Account</strong> Services Agreement<br />
Checkwriting, Debit Card, ACH, and Related Services<br />
This agreement (the “Agreement”) sets forth the definitive terms and conditions of the <strong>Vanguard</strong>Advantage<br />
<strong>Account</strong> Checkwriting, Visa ® Gold Debit Card, Billpay, ACH, and related services (the “Services”) that are<br />
available through your <strong>Vanguard</strong>Advantage <strong>Account</strong>. This Agreement is made by and among <strong>Vanguard</strong><br />
<strong>Brokerage</strong> Services ® (<strong>Vanguard</strong> <strong>Brokerage</strong>), a division of <strong>Vanguard</strong> Marketing Corporation; and you, and with<br />
respect <strong>to</strong> Card, ACH, and check services, BNY Mellon Trust Company and Bank (defined below), and with<br />
respect <strong>to</strong> the Billpay Service (defined below), CheckFree Services Corporation. By your enrollment in and use of<br />
your <strong>Vanguard</strong>Advantage <strong>Account</strong>, you agree <strong>to</strong> be bound by the terms of this Agreement that are applicable <strong>to</strong><br />
the Services that you use.<br />
1. Definitions.<br />
Unless the context otherwise requires, the capitalized terms used in this Agreement have the meanings<br />
specified below:<br />
“<strong>Account</strong>” means your <strong>Vanguard</strong>Advantage <strong>Account</strong>, which consists of (a) your <strong>Brokerage</strong> <strong>Account</strong>, (b) your<br />
linked money market settlement fund, and (c) any securities or other property or obligation from time <strong>to</strong> time<br />
included in your <strong>Vanguard</strong>Advantage <strong>Account</strong> by <strong>Vanguard</strong> <strong>Brokerage</strong>.<br />
“ACH” means Au<strong>to</strong>mated Clearing House.<br />
“ACH Transaction” means any transfer of funds processed through the ACH system.<br />
“ATM” means au<strong>to</strong>mated teller machine.<br />
“ATM Withdrawal” means a Card Transaction in which you receive money from an ATM.<br />
“Authorization” means a Card Transaction in which you authorize others <strong>to</strong> place a hold on your Available<br />
Balance <strong>to</strong> ensure future payment.<br />
“Available Balance” means the available cash and sweep fund balances in your <strong>Account</strong> as well as any<br />
available secured credit if you have a margin account, excluding those balances that are subject <strong>to</strong> <strong>Vanguard</strong><br />
<strong>Brokerage</strong>’s seven-business-day hold or that have otherwise been placed on hold <strong>to</strong> ensure payment of<br />
previously authorized Transactions.<br />
“Bank” means PNC Bank, N.A., a national bank.<br />
“Banking Day” has different meanings for ATM Withdrawals and for Cash Advances, Purchases, and<br />
Authorizations. A Banking Day may, as applicable, exclude bank or brokerage holidays.<br />
(1) For ATM Withdrawals, we consider there <strong>to</strong> be seven Banking Days each week for purposes of imposing<br />
security limits on the number and amount. For these purposes, Banking Days begin at 12 midnight,<br />
Eastern time.<br />
(2) For Cash Advances, Purchases, and Authorizations:<br />
(a) We consider there <strong>to</strong> be six Banking Days each week for purposes of imposing security limits on the<br />
amount you can perform. For these purposes, Banking Days begin at 6 a.m., Eastern time. The period<br />
from Saturday at 6 a.m. <strong>to</strong> Monday at 6 a.m., Eastern time, is counted as one Banking Day; and<br />
(b) We consider there <strong>to</strong> be seven Banking Days each week for purposes of imposing security limits on<br />
the number you can perform. For these purposes, Banking Days begin at 12 midnight, Eastern time.<br />
“Billpay Provider” means CheckFree Services Corporation.<br />
“Billpay Service” means the electronic bill payment service offered by <strong>Vanguard</strong> <strong>Brokerage</strong> that is accessed<br />
exclusively by means of <strong>Vanguard</strong> <strong>Brokerage</strong>’s secure website.<br />
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“Billpay Transaction” means any transaction in which you use the Billpay Service <strong>to</strong> effect payment.<br />
“BNY Mellon” means BNY Mellon Trust Company, which is responsible for administration of the checkwriting,<br />
ACH, debit card and Billpay services provided hereunder<br />
“<strong>Brokerage</strong> <strong>Account</strong>” means the cash and/or margin account opened in your name with <strong>Vanguard</strong> <strong>Brokerage</strong>.<br />
“Business Day” means Monday through Friday, excluding federal holidays. Although <strong>Vanguard</strong> <strong>Brokerage</strong>’s,<br />
BNY Mellon’s, or the Bank’s offices may be open on certain federal holidays, these days are not considered<br />
Business Days for purposes relating <strong>to</strong> the transfer of funds.<br />
“Card” means the <strong>Vanguard</strong>Advantage <strong>Account</strong> Visa Gold Card issued on your <strong>Account</strong>.<br />
“Card Transaction” means any transaction in which you use the Card, the Card number, and/or your PIN <strong>to</strong><br />
obtain cash through a Cash Advance transaction, <strong>to</strong> obtain cash from an ATM, or in payment <strong>to</strong> a merchant for<br />
goods or services.<br />
“Cash Advance” means a Card Transaction in which you receive money back from a merchant or financial<br />
institution. Cash Advances do not include ATM Withdrawals.<br />
“Check,” “Checks,” “Checking” refer <strong>to</strong> checks drawn on the Bank.<br />
“Check Transaction” means any Transaction in which you use a Check <strong>to</strong> make a payment.<br />
“Due Date” is the date reflected on your Payee statement on which the payment is due. It is not the late date<br />
or grace period.<br />
“Electronic Funds Transfer” means any transfer of funds initiated or authorized by you through an electronic<br />
payment system such as the ACH network.<br />
“Payee” is the person or entity <strong>to</strong> which you wish a bill payment <strong>to</strong> be directed or from which you receive<br />
electronic bills.<br />
“Payment <strong>Account</strong>” is your <strong>Vanguard</strong>Advantage <strong>Account</strong>, from which all payments and Billpay Service fees will<br />
be au<strong>to</strong>matically debited.<br />
“Payment Instructions” is the information provided by you <strong>to</strong> <strong>Vanguard</strong> <strong>Brokerage</strong> for a bill payment <strong>to</strong> be made<br />
<strong>to</strong> the Payee (such as, but not limited <strong>to</strong>, Payee name, Payee account number, and Scheduled Payment Date).<br />
“PIN” means your personal identification number that is associated with your Card.<br />
“Purchase” means a Card Transaction in which you purchase goods or services.<br />
“Regulation E” means Regulation E (12 C.F.R. part 205) of the Board of Governors of the Federal<br />
Reserve System.<br />
“Scheduled Payment” is a payment that has been scheduled through the Billpay Service but has not<br />
begun processing.<br />
“Scheduled Payment Date” is the day you want your Payee <strong>to</strong> receive your bill payment and the day your<br />
Payment <strong>Account</strong> will be debited unless it falls on a non-Business Day, in which case it will be considered <strong>to</strong> be<br />
the previous Business Day.<br />
“Services” means Checkwriting, Card, Billpay, ACH, and related services.<br />
“Transaction” means any Check, Card, Billpay, or ACH Transaction.<br />
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“Unauthorized Transaction” means a Transaction made by someone without your authorization and from<br />
which you received no benefit. This does not include (a) a Card Transaction by a person <strong>to</strong> whom you furnished<br />
your Card, Card number, or PIN unless you have notified <strong>Vanguard</strong> <strong>Brokerage</strong> that Transactions by such persons<br />
are no longer authorized and <strong>Vanguard</strong> <strong>Brokerage</strong> has had a reasonable opportunity <strong>to</strong> act on such notice,<br />
(b) a Transaction made or authorized by you with the intent <strong>to</strong> defraud, or (c) a Transaction made in error by us.<br />
“<strong>Vanguard</strong> <strong>Brokerage</strong>” means <strong>Vanguard</strong> <strong>Brokerage</strong> Services, a division of <strong>Vanguard</strong> Marketing Corporation,<br />
member FINRA and SIPC.<br />
“We,” “Us,” “Our” mean, (a) in connection with Card, Check, and ACH Transactions, as the context requires,<br />
<strong>Vanguard</strong> <strong>Brokerage</strong>, BNY Mellon, and/or the Bank; or, (b) in connection with Billpay Services, as the context<br />
requires, <strong>Vanguard</strong> <strong>Brokerage</strong> and/or the Billpay Provider.<br />
“You,” “<strong>Your</strong>,” “<strong>Account</strong>holder” mean each person or entity who is a registered owner of the <strong>Account</strong>.<br />
2. How <strong>to</strong> Contact Us About <strong>Your</strong> <strong>Account</strong>.<br />
2.1 Loss or Theft of Card or Unauthorized Transactions. You must tell <strong>Vanguard</strong> <strong>Brokerage</strong> at once if you<br />
believe your Card or Checks have been lost or s<strong>to</strong>len or if you believe an unauthorized person may know<br />
your PIN or your Billpay Service website password. Similarly, tell <strong>Vanguard</strong> <strong>Brokerage</strong> if you believe any<br />
Unauthorized Transactions have been made <strong>to</strong> your <strong>Account</strong> or if you believe that someone may attempt<br />
<strong>to</strong> use the Services without your consent or has transferred money without your permission. See Section<br />
7 for more information about your rights and obligations with respect <strong>to</strong> Electronic Funds Transfers.<br />
2.2 Errors or Questions About <strong>Your</strong> <strong>Account</strong>. Tell <strong>Vanguard</strong> <strong>Brokerage</strong> immediately if you think your<br />
<strong>Account</strong> statement or a Transaction record is wrong or if you need more information about your <strong>Account</strong><br />
or any Transaction.<br />
2.3 Contact Information. Call <strong>Vanguard</strong> <strong>Brokerage</strong> at 800-992-8327 on business days from 8 a.m. <strong>to</strong> 10 p.m.<br />
or on Saturdays from 9 a.m. <strong>to</strong> 4 p.m., Eastern time. Or write <strong>to</strong> <strong>Vanguard</strong> <strong>Brokerage</strong> at:<br />
<strong>Vanguard</strong> <strong>Brokerage</strong> Services<br />
P.O. Box 1170<br />
Valley Forge, PA 19482-1170<br />
3. General Features of the Services.<br />
3.1 Available Balance.<br />
3.1.1 <strong>Your</strong> Available Balance may fluctuate from day <strong>to</strong> day because it is dependent upon changes in<br />
your <strong>Account</strong>. The Available Balance is reduced shortly after the Bank is notified of a Transaction,<br />
not when a sales draft or Cash Advance draft is paid.<br />
3.1.2 You promise not <strong>to</strong> make a Transaction (such as issuing a Check, making a Card Transaction,<br />
or requesting a Billpay Transaction) that exceeds your Available Balance. If you do so, you will<br />
incur the insufficient funds fee listed in the <strong>Vanguard</strong> <strong>Brokerage</strong> Services Commission and Fee<br />
Schedules. If you attempt <strong>to</strong> make such a Transaction, it will normally be declined.<br />
3.2 Payment for Transactions.<br />
3.2.1 On a daily basis, BNY Mellon will notify <strong>Vanguard</strong> <strong>Brokerage</strong> of the Transactions BNY Mellon<br />
receives on your <strong>Account</strong>. <strong>Vanguard</strong> <strong>Brokerage</strong> will make payments <strong>to</strong> the Bank (via BNY Mellon)<br />
on your behalf on each Business Day that we receive notice of the Transactions in the following<br />
order of priority: free credit in your <strong>Vanguard</strong> <strong>Brokerage</strong> account, cash available in your <strong>Vanguard</strong><br />
<strong>Brokerage</strong> linked money market fund, margin cash available.<br />
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3.2.2 You authorize <strong>Vanguard</strong> <strong>Brokerage</strong> <strong>to</strong> charge your <strong>Brokerage</strong> <strong>Account</strong> in order <strong>to</strong> pay for<br />
Transactions. Each Transaction shall be considered <strong>to</strong> be your direction <strong>to</strong> us <strong>to</strong> charge or reduce<br />
your Available Balance. When you use your Card, the reduction occurs immediately, and you<br />
understand that you have no right <strong>to</strong> s<strong>to</strong>p payment on any Card Transaction. You understand that<br />
an Authorization will reduce your Available Balance even if it does not result in a Transaction until<br />
the earlier of the completion of the Transaction in whole or in part or the expiration of a time period<br />
specified by us.<br />
3.2.3 If more than one person is authorized <strong>to</strong> sign on the <strong>Account</strong>, you authorize us <strong>to</strong> pay Card<br />
drafts or Checks on the authority of any one of the signatures of the individuals identified on<br />
the appropriate account documentation—even if you have signed documentation on file<br />
with us that states you require more than one signature <strong>to</strong> act on your <strong>Account</strong>. You also<br />
acknowledge that the Billpay Service may be established and any Billpay Transaction may be<br />
requested at any time upon the authorization of any one account owner or authorized signer.<br />
See Section 10 for more information about joint accounts.<br />
3.2.3.1 Unauthorized Use. You promise not <strong>to</strong> let any unauthorized persons make a Transaction,<br />
and you agree not <strong>to</strong> give or make available <strong>to</strong> them your PIN, password, or other means <strong>to</strong><br />
access your <strong>Account</strong> or the Services. You are responsible for all payments you authorize<br />
using the Services. If you permit an unauthorized person <strong>to</strong> make a Transaction or access<br />
your <strong>Account</strong>, even if the amount exceeds that which you authorized, you will be responsible<br />
for the full amount of all Transactions that result.<br />
3.3 Insufficient Funds; Overdraft Protection.<br />
3.3.1 If the available cash and sweep fund balances in your <strong>Account</strong> are insufficient <strong>to</strong> cover a<br />
Transaction and you have not established overdraft protection for your <strong>Account</strong>, <strong>Vanguard</strong><br />
<strong>Brokerage</strong> may instruct the Bank (via BNY Mellon) <strong>to</strong> return a Check or Billpay Transaction or<br />
decline a Card Transaction. In each case, the insufficient funds fee listed in the <strong>Vanguard</strong><br />
<strong>Brokerage</strong> Services Commission and Fee Schedules will be debited from your <strong>Account</strong>. If a<br />
Transaction results in an overdraft situation and you have established overdraft protection by<br />
means of a margin account, you may be required <strong>to</strong> deposit more money or securities. If you are<br />
unable <strong>to</strong> do so or if the Transaction exceeds your margin cash available, <strong>Vanguard</strong> <strong>Brokerage</strong><br />
may be required <strong>to</strong> sell all or a portion of your pledged assets. You will also be subject <strong>to</strong><br />
margin interest as disclosed in the <strong>Vanguard</strong> <strong>Brokerage</strong> Margin <strong>Account</strong> Agreement.<br />
3.4 <strong>Account</strong> Statements.<br />
3.4.1 <strong>Vanguard</strong> <strong>Brokerage</strong> will send you an <strong>Account</strong> statement for every month in which you make a<br />
Transaction. In any event, you will receive an <strong>Account</strong> statement at least quarterly. <strong>Your</strong> <strong>Account</strong><br />
statement will include the following information:<br />
For Card Transactions. The amount, location, Transaction date, posting date, reference number,<br />
and merchant name (when available).<br />
For Check Transactions. The Check number, amount, and date of payment.<br />
For ACH Transactions. The reference number, a Transaction description, amount, and date<br />
of payment.<br />
For Billpay Transactions. Billpay Transactions will be reflected as either Check or ACH<br />
Transactions, depending upon the form in which the payment is made.
3.5 <strong>Your</strong> Duty <strong>to</strong> Examine Statements.<br />
3.5.1 <strong>Your</strong> Duty <strong>to</strong> Examine <strong>Your</strong> Statement—Checks. As used in this section, the term “problem”<br />
means any error, alteration, or unauthorized Transaction (including, but not limited <strong>to</strong>, forged or<br />
missing signatures, unauthorized wire transfers, and excluding Electronic Funds Transfers) related<br />
<strong>to</strong> any Check Transaction(s) for your <strong>Account</strong>. Because you are in the best position <strong>to</strong> discover<br />
any problem, you will promptly examine your statement and report <strong>to</strong> <strong>Vanguard</strong> <strong>Brokerage</strong> any<br />
problem on or related <strong>to</strong> your statement. You agree that none of us will be responsible for any<br />
problem related <strong>to</strong> a Check Transaction that:<br />
You do not report <strong>to</strong> <strong>Vanguard</strong> <strong>Brokerage</strong> in writing within a reasonable time not <strong>to</strong> exceed 20<br />
calendar days after <strong>Vanguard</strong> <strong>Brokerage</strong> mails the statement (or makes the statement available)<br />
<strong>to</strong> you;<br />
Results from a forgery, counterfeit, or alteration so clever that a reasonable person cannot detect<br />
it (for example, unauthorized Checks made with your facsimile signature device or that look <strong>to</strong> an<br />
average person as if they contain an authorized signature); or<br />
As otherwise provided by law or regulation.<br />
You may not start a legal action against any of us because of any problem unless: (a) you have<br />
given <strong>Vanguard</strong> <strong>Brokerage</strong> the above notice; and (b) the legal action begins within one year after<br />
we first sent or made your statement available <strong>to</strong> you. If you make a claim against any of us in<br />
connection with a problem, each of us reserves the right <strong>to</strong> conduct a reasonable investigation<br />
before recrediting your account, and you agree <strong>to</strong> cooperate in any such investigation. If any of<br />
us requests, you agree <strong>to</strong> complete an affadavit of forgery or other proof of loss. If you refuse<br />
<strong>to</strong> sign such an affadavit, none of us will be liable <strong>to</strong> you for any loss arising from the problem.<br />
For problems involving an electronic banking transaction, please refer <strong>to</strong> Sections 7 and 8 of<br />
this Agreement.<br />
These time periods for you <strong>to</strong> examine your statement and report “problems” <strong>to</strong> <strong>Vanguard</strong><br />
<strong>Brokerage</strong> are without regard <strong>to</strong> the level of care of any of us or the commercial reasonableness<br />
of our practices, further without regard <strong>to</strong> whether copies or images of cancelled Checks are<br />
supplied or made available <strong>to</strong> you. Contact <strong>Vanguard</strong> <strong>Brokerage</strong> promptly if you do not<br />
receive your regular statement.<br />
3.5.2 <strong>Your</strong> Duty <strong>to</strong> Examine <strong>Your</strong> Statement—Cards. Please see Section 8 of this agreement<br />
entitled “Additional Terms and Conditions of Electronic Funds Transfers.”<br />
3.5.3 <strong>Your</strong> Duty <strong>to</strong> Examine <strong>Your</strong> Statement—ACH Transactions. Generally, ACH Transactions<br />
for consumer accounts are considered Electronic Funds Transfers. Please see Sections 7 and<br />
8 of this Agreement. For other ACH Transactions, please see “<strong>Your</strong> Duty <strong>to</strong> Examine <strong>Your</strong><br />
Statement—Checks” above. Also, for ACH Transactions related <strong>to</strong> electronically re-presented<br />
checks from consumer accounts, please see Section 5.10 of this Agreement.<br />
3.5.4 <strong>Your</strong> Duty <strong>to</strong> Examine <strong>Your</strong> Statement—Billpay Transactions. Please see Section 6 of<br />
this Agreement.<br />
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3.6 Foreign Transactions.<br />
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3.6.1 Foreign Transactions. These are transactions completed outside the United States through<br />
your <strong>Account</strong>. All debits will be posted in U.S. dollars. Payments <strong>to</strong> Payees outside the United<br />
States or its terri<strong>to</strong>ries through the Billpay Service are prohibited. Checks will generally not be<br />
accepted by banks outside of the United States. All Checks must be made payable in U.S. dollars.<br />
See Section 4.4 for more information about Card Transactions made in a foreign currency.<br />
3.6.2 Foreign Transaction Fee. For each Foreign Transaction, a fee (currently 1% of the Transaction<br />
amount) will be charged <strong>to</strong> your <strong>Account</strong> whether or not there is a currency conversion.<br />
3.7 Fees. See the fees and charges associated with the Services listed in the <strong>Vanguard</strong> <strong>Brokerage</strong> Services<br />
Commission and Fee Schedules. Not included are fees that may be charged by third parties. Any<br />
applicable fees will be charged regardless of whether you use the Service during any billing cycle. You<br />
agree <strong>to</strong> pay such charges and authorize us <strong>to</strong> deduct the calculated amount from your <strong>Account</strong>. Any<br />
other fees associated with your <strong>Account</strong> will continue <strong>to</strong> apply. You are responsible for any and all<br />
telephone access and/or internet service fees that may be assessed by your provider.<br />
4. Card Transactions.<br />
4.1 Conveniences.<br />
4.1.1 ATM Withdrawals. You can use your Card <strong>to</strong> withdraw cash from your <strong>Account</strong> at ATMs<br />
displaying the Plus ® System or Visa name and logo.<br />
4.1.2 Cash Advances. You can use your Card <strong>to</strong> receive money (Cash Advances) from your <strong>Account</strong><br />
through financial institutions that honor Cards bearing the Visa logo.<br />
4.1.3 Purchases/Authorizations. You can use your Card <strong>to</strong> buy goods and services (Purchases) from<br />
merchants honoring Visa, <strong>to</strong> authorize others <strong>to</strong> place a hold on your Available Balance <strong>to</strong> ensure<br />
future payment, and <strong>to</strong> make balance inquiries.<br />
4.2 Out-of-Network Surcharges. These may be imposed for ATM Transactions and balance inquiries.<br />
4.3 Cancellation of Card. The Card can be canceled by any of us at any time without prior notice and<br />
will remain the property of the Bank. Also, your Card will be canceled effective with the closing of<br />
your <strong>Account</strong>.<br />
4.4 Foreign Currency. Card Transactions made in a foreign currency are converted in<strong>to</strong> U.S. dollar amounts<br />
by Visa using its then-current procedure and rate. At this time, the rate is generally either a wholesale<br />
market or government-mandated rate in effect the day before the Transaction processing date. The<br />
conversion rate used on the processing date may differ from that in effect on the Transaction or periodic<br />
statement posting date.<br />
4.5 Restrictions on Certain Transactions.<br />
4.5.1 You may not use the Checks, Card, or Billpay Service <strong>to</strong> purchase securities.<br />
4.5.2 You may not use the Card for internet gambling.<br />
4.5.3 Use of the Card for illegal activities is prohibited.
5. Check Transactions.<br />
5.1 Checkwriting Application and Checks. If you have requested Checkwriting privileges for your <strong>Account</strong>,<br />
<strong>Vanguard</strong> <strong>Brokerage</strong> must first approve your application and will then provide you with Checks.<br />
We may refuse any withdrawal that you attempt on forms not approved by us or by any method we do<br />
not specifically permit.<br />
Each Check must be properly completed and signed by an authorized signer (as described below).<br />
We strongly suggest that you date Checks with a current date. We will not be liable <strong>to</strong> you for any that<br />
are postdated, stale-dated, or do not bear a date. If you do not wish us <strong>to</strong> pay a Check you have issued,<br />
place a s<strong>to</strong>p payment order with us. Please refer <strong>to</strong> Section 5.8 S<strong>to</strong>p Payments—Checks.<br />
5.2 Authorized Signers. In this Agreement, the words “authorized signer” mean any of the<br />
following persons:<br />
Any person (other than a ward, conservatee, or beneficiary) listed on a signature card, application,<br />
resolution, or certificate of authority as being authorized <strong>to</strong> make withdrawals by Check or otherwise<br />
from your <strong>Account</strong>;<br />
Any person who has a “power of at<strong>to</strong>rney” or is an at<strong>to</strong>rney-in-fact, agent, guardian, personal<br />
representative, trustee, cus<strong>to</strong>dian, or acting in some other fiduciary capacity (collectively, an “agent”)<br />
for an owner;<br />
Any person that you authorize <strong>to</strong> make withdrawals by Check or otherwise from your <strong>Account</strong>; or<br />
Any person <strong>to</strong> whom you make your Checkbook or your Checking account number available.<br />
The words “owner” and “owners” mean all persons (other than a ward, conservatee, or beneficiary)<br />
listed on a signature card or application, but not persons who are authorized signers only because they are<br />
acting as an agent. Each of BNY Mellon and the Bank is authorized <strong>to</strong> follow the directions of your agent<br />
regarding your <strong>Account</strong> until it receives written notice that the agency or fiduciary relationship has been<br />
terminated and has had reasonable time <strong>to</strong> act upon that notice. We will not be liable <strong>to</strong> you in any way<br />
if your agent misapplies any of the funds from your <strong>Account</strong>. We have the right <strong>to</strong> review and retain a<br />
copy of any power of at<strong>to</strong>rney, agency agreement, trust agreement, court order, or other document that<br />
has established the agency or other fiduciary relationship. For corporate, limited liability company, and<br />
partnership accounts, the corporation, limited liability company, or partnership is the “owner.”<br />
5.3 Multiple Required Signature <strong>Account</strong>s. If you (a) have specified that some or all Checks must be signed<br />
by more than one person, (b) have specified that the authorized signers for Checks in one category are<br />
different than those for another, or (c) use Checks that require multiple signatures, you acknowledge that<br />
those restrictions are for your internal use only and do not bind us even if you have made us aware of<br />
them in writing or otherwise. <strong>Vanguard</strong> <strong>Brokerage</strong> reserves the right <strong>to</strong> refuse <strong>to</strong> allow persons <strong>to</strong> open<br />
<strong>Account</strong>s with these types of restrictions.<br />
5.4 Facsimile Signatures. You may wish <strong>to</strong> use a facsimile signature stamp or other mechanical device <strong>to</strong><br />
sign Checks or other orders relating <strong>to</strong> your <strong>Account</strong>. If you do, we will, without contacting you, debit the<br />
<strong>Account</strong> for items bearing an imprint that looks substantially like your authorized mechanical signature,<br />
whether or not such items bear the actual stamp. You agree <strong>to</strong> notify us and give us a sample imprint if<br />
you plan <strong>to</strong> use such a device. If you do not, this section still applies. You are responsible for the security<br />
of any such device. None of us will be responsible for payment of unauthorized items bearing an<br />
imprint from or similar <strong>to</strong> your authorized mechanical signature.<br />
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5.5 Check Transactions. Checks can be used for or may result in the following Transactions:<br />
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Checkwriting capabilities; and<br />
Electronic Funds Transfers (e.g., certain Transactions via the Au<strong>to</strong>mated Clearing House).<br />
5.6 Copies of Canceled Checks. We will not return <strong>to</strong> you Checks that have been paid against your<br />
<strong>Account</strong>. At your request, we will provide you with pho<strong>to</strong>copies, image copies, or other <strong>Account</strong><br />
documentation if they are available <strong>to</strong> us under our record retention policies. If you request a copy,<br />
we may impose a processing fee.<br />
5.7 Refusing Payment on <strong>Your</strong> Checks. If one of your Checks is presented for payment and sufficient funds<br />
are not available in your <strong>Account</strong>, or if the Check is not properly signed or contains some other irregularity,<br />
we may refuse payment and return the Check <strong>to</strong> the person who presented it. You acknowledge that it is<br />
difficult or impossible for us <strong>to</strong> verify whether an endorsement by a corporation, other business entity, or<br />
someone other than the person presenting a Check for payment is valid.<br />
5.8 S<strong>to</strong>p Payments—Checks.<br />
a) Checks. These provisions apply <strong>to</strong> Checks only.<br />
b) Oral and Written Orders. You are generally permitted <strong>to</strong> make s<strong>to</strong>p payment orders orally, such as<br />
by telephone. To request a s<strong>to</strong>p payment, please call <strong>Vanguard</strong> <strong>Brokerage</strong> at 800-992-8327. The service<br />
representative will tell you what information is needed. If you provide your order in writing, you must<br />
provide the following information <strong>to</strong> <strong>Vanguard</strong> <strong>Brokerage</strong>: Checkwriting number; amount; Check<br />
number; name of party <strong>to</strong> be paid; date; and your name and address.<br />
The s<strong>to</strong>p payment information must be exact since these orders are handled by computers.<br />
We cannot assure you that an inexact order will be effective, and we will not be responsible<br />
for failure <strong>to</strong> s<strong>to</strong>p payment.<br />
c) Who and For How Long. You may s<strong>to</strong>p payment on any Check whether you sign it or not. <strong>Your</strong><br />
order is generally effective for only six months. We are not obligated <strong>to</strong> notify you when it expires.<br />
Unless you renew the s<strong>to</strong>p payment for another six months, the Check may be paid even though it is<br />
stale. We will accept s<strong>to</strong>p payment orders from any person with signing authority on your <strong>Account</strong>,<br />
regardless of who wrote the Check. To reverse a s<strong>to</strong>p payment request, you must contact <strong>Vanguard</strong><br />
<strong>Brokerage</strong>, not BNY Mellon or the Bank. As a security measure, BNY Mellon and the Bank will<br />
accept reverse requests only from <strong>Vanguard</strong> <strong>Brokerage</strong>.<br />
d) Indemnity. If you s<strong>to</strong>p payment on an item and any of us incurs any damages or expenses because of<br />
this, you agree <strong>to</strong> indemnify us for those damages or expenses, including at<strong>to</strong>rneys’ fees. You assign<br />
<strong>to</strong> each of us all rights against the payee or any other holder of the item. You agree <strong>to</strong> cooperate with<br />
each of us in any legal actions that we may take against such persons. You should be aware that anyone<br />
holding the item might be entitled <strong>to</strong> enforce payment against you despite the s<strong>to</strong>p payment order.<br />
If a Check Transaction is inadvertently permitted despite a s<strong>to</strong>p payment order, the following rules<br />
will apply:<br />
You will have <strong>to</strong> prove <strong>to</strong> BNY Mellon and the Bank that you have suffered a loss and, if so, the<br />
amount of the loss;<br />
BNY Mellon and the Bank will be able <strong>to</strong> enforce any rights that the original payee or any other person<br />
who held the Check had against you; and<br />
The <strong>Account</strong> will not be recredited until you prove your loss and we are satisfied that we are required<br />
by law <strong>to</strong> do so.
e) Cu<strong>to</strong>ff Time. BNY Mellon and the Bank must receive a s<strong>to</strong>p payment order in time <strong>to</strong> give them a<br />
reasonable opportunity <strong>to</strong> act on it and before their s<strong>to</strong>p payment cu<strong>to</strong>ff time. The law provides additional<br />
limitations on BNY Mellon’s and the Bank’s obligation. (For example, you cannot s<strong>to</strong>p payment on an item<br />
that has already been paid.)<br />
f) Charges. S<strong>to</strong>p payment orders are subject <strong>to</strong> our current charge for that service.<br />
5.9 Inconsistent Amounts. Checks are processed by computers. The Check amount in numerals is the one<br />
read by the computer. You agree that if the Check amount in words is different, we may charge against<br />
your <strong>Account</strong> the amount in numbers.<br />
5.10 Consumer Electronic Check Re-presentment.<br />
a) General. If you write a Check on a personal account that is returned unpaid because of insufficient<br />
or uncollected funds, the deposi<strong>to</strong>r of the Check or the deposi<strong>to</strong>r’s bank may resend (“re-present”)<br />
it electronically. That is, the deposi<strong>to</strong>r or the deposi<strong>to</strong>r’s bank may send the Bank an electronic<br />
instruction (“electronic re-presented Check”) <strong>to</strong> charge your <strong>Account</strong> in the amount of the Check.<br />
b) Handling. If BNY Mellon receives an electronic re-presented Check from the deposi<strong>to</strong>r or the<br />
deposi<strong>to</strong>r’s bank, via the Bank, BNY Mellon will pay or return the Check as if the original version were<br />
being re-presented <strong>to</strong> it. The part of this Agreement titled “Electronic Funds Transfers” will not apply.<br />
c) Eligibility. For an electronic re-presented Check <strong>to</strong> be charged <strong>to</strong> your <strong>Account</strong>, all of the following must<br />
be true:<br />
It must relate <strong>to</strong> a paper Check on a personal account that the Bank returned unpaid because of<br />
insufficient or uncollected funds;<br />
The paper Check must not have contained an unauthorized signature or an alteration and must not<br />
have been a counterfeit;<br />
You must not have placed a s<strong>to</strong>p payment on the paper Check after the Bank returned it unpaid but<br />
before it was collected electronically;<br />
The paper Check must have been less than $2,500 in amount;<br />
The paper Check must have been dated 180 days or less before the date on which the electronic<br />
re-presented Check is sent <strong>to</strong> the Bank;<br />
The electronic re-presented Check must be for the face amount of the paper Check only and may not<br />
include any collection fee charged by the deposi<strong>to</strong>r, the deposi<strong>to</strong>r’s bank, or a collection agency;<br />
The payee of the paper Check must have given you notice that, if the Check was returned unpaid<br />
because of insufficient or uncollected funds, it could be collected electronically;<br />
The electronic re-presented Check must have been sent <strong>to</strong> the Bank no more than twice after the<br />
first time the Bank returned the paper Check or no more than once after the second time;<br />
The electronic re-presented Check must be an “item” as defined in Revised Article 4 of the UCC<br />
(1990 Official Text);<br />
It must contain a preprinted serial number;<br />
It must indicate on the face of the document that the item was returned due <strong>to</strong> “not sufficient funds,”<br />
“NSF,” “uncollected funds,” or comparable language; and<br />
It must be drawn on a consumer account.<br />
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You may have the right <strong>to</strong> cause us <strong>to</strong> reverse any ineligible or unauthorized electronic represented<br />
Check that we charged <strong>to</strong> your <strong>Account</strong>. If you want <strong>to</strong> do so because you placed a s<strong>to</strong>p payment<br />
on the paper Check after the Bank returned it unpaid but before it was collected electronically, you<br />
must notify <strong>Vanguard</strong> <strong>Brokerage</strong> within 15 days after we send or make available <strong>to</strong> you the periodic<br />
statement that reflects payment. If you want <strong>to</strong> reverse an electronic represented Check for any other<br />
reason, you must give <strong>Vanguard</strong> <strong>Brokerage</strong> an affidavit within 15 days after we send or make available<br />
<strong>to</strong> you the periodic statement that reflects payment of that electronic represented Check. In your affidavit,<br />
you must declare and swear under oath that the electronic represented Check was ineligible or<br />
unauthorized. If <strong>Vanguard</strong> <strong>Brokerage</strong> receives your notice or affidavit within the 15-day period, we<br />
will recredit your account with the amount of the charge. Write <strong>to</strong> <strong>Vanguard</strong> <strong>Brokerage</strong> at:<br />
<strong>Vanguard</strong> <strong>Brokerage</strong> Services<br />
P.O. Box 1170<br />
Valley Forge, PA 19482-1170<br />
d) S<strong>to</strong>p Payment. If you wish <strong>to</strong> s<strong>to</strong>p payment of any electronic represented Check, you must follow the<br />
procedures contained in the section for s<strong>to</strong>pping payment of Checks, not Electronic Funds Transfers.<br />
5.11 Insufficient Funds. If one of your Checks is presented for payment and sufficient funds are not available<br />
in your <strong>Account</strong>, <strong>Vanguard</strong> <strong>Brokerage</strong> may cause the Bank (via BNY Mellon) <strong>to</strong> pay or refuse <strong>to</strong> pay any or<br />
all such items in our discretion and may also charge your <strong>Account</strong> a service charge. You have no right <strong>to</strong><br />
request that any certain item be paid, and none of us has any responsibility for paying or returning any<br />
item requested. If your <strong>Account</strong> is overdrawn for any reason, you agree <strong>to</strong> deposit sufficient funds <strong>to</strong> cover<br />
the overdraft and our service charge immediately.<br />
A determination of your Available Balance may be made at any time between the receipt of such<br />
presentment or notice and the time of payment or return of the item or debit, and no more than one<br />
such determination need be made. <strong>Vanguard</strong> <strong>Brokerage</strong> will determine your Available Balance based<br />
on information provided from time <strong>to</strong> time by BNY Mellon, which may not be accurate at the time a<br />
particular item is presented <strong>to</strong> BNY Mellon. You authorize BNY Mellon and/or the Bank <strong>to</strong> return items for<br />
insufficient funds based on information provided by <strong>Vanguard</strong> <strong>Brokerage</strong>.<br />
If there are sufficient funds <strong>to</strong> cover some but not all of your Transactions, <strong>Vanguard</strong> <strong>Brokerage</strong> will allow<br />
those Transactions that can be paid, in any order convenient <strong>to</strong> us. If, in our sole discretion, we choose<br />
<strong>to</strong> allow Transactions for which sufficient funds are not available, you agree <strong>to</strong> repay us immediately the<br />
amount of the funds advanced <strong>to</strong> you. We may also assess your <strong>Account</strong> a service charge. At no time<br />
shall we be required <strong>to</strong> allow you <strong>to</strong> overdraw your <strong>Account</strong> even if we had allowed such activity on one<br />
or more prior occasions.<br />
You agree that we do not have <strong>to</strong> notify you when we refuse <strong>to</strong> pay a Check you have written,<br />
if we pay a Check that overdraws your <strong>Account</strong>, or when we impose a fee in connection with either<br />
of these events.<br />
5.12 Use of Check Images and Substitute Checks.<br />
You agree that we may debit your <strong>Account</strong> for a Check image of an original Check presented for<br />
payment or collection without receipt or review of the original Check. In our sole discretion, we may<br />
return <strong>to</strong> a presenting bank, returning bank, or paying bank or credit <strong>to</strong> your <strong>Account</strong> a paper copy or<br />
paper representation of an original Check (including without limitation an image replacement document<br />
or IRD, or a pho<strong>to</strong>copy) drawn on or returned <strong>to</strong> your <strong>Account</strong> that does not otherwise meet the technical<br />
or legal requirements for a substitute Check.<br />
You agree that a Check image that is received or created by the Bank in the Check deposit, collection,<br />
or return process shall be considered a “Check” and/or an “item” for all purposes under this Agreement<br />
and applicable law.
In addition, a Check that you write may be truncated in the collection process and replaced with a<br />
substitute. You authorize us <strong>to</strong> pay, process, or return a substitute Check in the same manner as a<br />
“Check” or “item” under this Agreement. Substitute Checks are governed under the Check Clearing for<br />
the 21st Century Act (“Check 21 Act”) and the terms of this Agreement <strong>to</strong> the extent not modified by<br />
the Check 21 Act. Nonetheless, you understand that your Checks are drawn on an omnibus account<br />
maintained by BNY Mellon (on behalf of <strong>Vanguard</strong> <strong>Brokerage</strong>) with the Bank and that as a result,<br />
you are not considered a “consumer” as that term is used in the Check 21 Act.<br />
You agree <strong>to</strong> indemnify and hold harmless us, our employees, and agents from any loss, claim, damage,<br />
or expense that you or any other person may incur directly or indirectly as a result of any action taken by<br />
us <strong>to</strong> process a Check image or substitute Check instead of the original Check, including the destruction<br />
of the original Check, as described above, <strong>to</strong> the extent permitted by applicable law.<br />
5.13 Bank Branches. The Bank need not pay any Check presented at a PNC Bank branch office. The Bank<br />
reserves the right <strong>to</strong> refuse or <strong>to</strong> impose a charge on anyone who asks the Bank <strong>to</strong> cash a Check that<br />
you have written. Even if your Check is otherwise properly payable, we will not be liable <strong>to</strong> you for<br />
dishonor of your Check or otherwise as a result of such refusal.<br />
5.14 Our Duty of Care. Our duty of care <strong>to</strong> you is satisfied if reasonable banking procedures are followed.<br />
Unless we have specifically agreed with you in writing, our duties will not include moni<strong>to</strong>ring nonstandard<br />
instructions or other legends appearing on Checks. We shall be deemed <strong>to</strong> have exercised ordinary care<br />
as <strong>to</strong> your signature if we process your Check by au<strong>to</strong>mated means only (so as <strong>to</strong> clear the largest<br />
number of checks at the lowest cost <strong>to</strong> cus<strong>to</strong>mers) or if any unauthorized signature or alteration is so<br />
skillfully made that a reasonably careful person would not readily detect it. A clerical error or mistake in<br />
judgment is not <strong>to</strong> be considered a failure <strong>to</strong> meet the duty of care.<br />
6. Billpay Service. Important: If more than one person is authorized <strong>to</strong> sign on the <strong>Account</strong>, you authorize us<br />
<strong>to</strong> establish the Billpay Service and process any Billpay Transaction at any time upon the authorization of any<br />
one account owner or authorized signer identified on the appropriate account documentation—even if you<br />
have signed documentation on file with us that states you require more than one signature <strong>to</strong> act on<br />
your <strong>Account</strong>.<br />
6.1 Bill Payment Scheduling. The earliest possible Scheduled Payment Date for each Payee (typically four<br />
[4] or fewer Business Days from the current date) will be designated within the application when you are<br />
scheduling the payment. You must select a Scheduled Payment Date that is no later than the actual Due<br />
Date reflected on your Payee statement unless the Due Date falls on a non-Business Day. In that case,<br />
you must select a Scheduled Payment Date that is at least one Business Day before the actual Due Date.<br />
Scheduled Payment Dates should be prior <strong>to</strong> any late date or grace period. In some cases beyond the<br />
control of <strong>Vanguard</strong> <strong>Brokerage</strong> and/or the Billpay Provider, payment may be made by means of a check<br />
mailed <strong>to</strong> the Payee via U.S. mail rather than by electronic transfer. In such cases, the check may take up<br />
<strong>to</strong> eight [8] days <strong>to</strong> be received by the Payee. To ensure that your payment is received by the Due Date,<br />
we recommend that you select a Scheduled Payment Date that is at least eight [8] Business Days before<br />
the actual Due Date.<br />
6.2 Billpay Service Guarantee. Due <strong>to</strong> circumstances beyond the control of <strong>Vanguard</strong> <strong>Brokerage</strong> and/or the<br />
Billpay Provider, particularly delays in handling and posting payments by Payees or financial institutions,<br />
some transactions may take longer <strong>to</strong> be credited <strong>to</strong> your Payee account. We will bear responsibility for<br />
any late-payment-related charges up <strong>to</strong> $50 should a payment post after its Due Date as long as the<br />
payment was scheduled in accordance with the guidelines described in Section 6.1 above.<br />
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6.3 Payment Authorization and Payment Remittance.<br />
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6.3.1 By providing us with names and account information of Payees <strong>to</strong> whom you wish <strong>to</strong> direct<br />
payments, you authorize us <strong>to</strong> follow the Payment Instructions that we receive through the<br />
Billpay Service. In order <strong>to</strong> process payments more efficiently and effectively, we may edit or<br />
alter payment data or data formats in accordance with Payee directives.<br />
6.3.2 When we receive a Payment Instruction, you authorize us <strong>to</strong> debit your Payment <strong>Account</strong><br />
and remit funds on your behalf so that the funds arrive as close as reasonably possible <strong>to</strong> the<br />
Scheduled Payment Date designated by you. You also authorize us <strong>to</strong> credit your Payment <strong>Account</strong><br />
for payments returned <strong>to</strong> us by the United States Post Office or Payee, or payments remitted <strong>to</strong><br />
you on behalf of another authorized user of the Billpay Service.<br />
6.3.3 We will use our best efforts <strong>to</strong> make all your payments properly. However, we shall incur no<br />
liability and the Billpay Service Guarantee shall be void if we are unable <strong>to</strong> complete any payments<br />
initiated by you because of the existence of any one or more of the following circumstances:<br />
If, through no fault of ours, your Payment <strong>Account</strong> does not contain sufficient funds <strong>to</strong> complete<br />
the Billpay Transaction or the Billpay Transaction would exceed the credit limit of your overdraft<br />
protection through a margin account, if any;<br />
The Billpay Service website is not working properly and you know or have been advised by us<br />
about the malfunction before you execute the Billpay Transaction;<br />
You have not provided us with the correct Payment <strong>Account</strong> information or the correct name,<br />
address, phone number, or account information for the Payee; and/or<br />
Circumstances beyond our control (such as, but not limited <strong>to</strong>, fire, flood, or interference from<br />
an outside force) prevent the proper execution of the Billpay Transaction and we have taken<br />
reasonable precautions <strong>to</strong> avoid those circumstances.<br />
Provided none of the foregoing exceptions are applicable, if we cause an incorrect amount of<br />
funds <strong>to</strong> be removed from your Payment <strong>Account</strong> or cause funds from your Payment <strong>Account</strong><br />
<strong>to</strong> be directed <strong>to</strong> a Payee that does not comply with your Payment Instructions, we shall be<br />
responsible for returning the improperly transferred funds <strong>to</strong> your Payment <strong>Account</strong>, directing<br />
<strong>to</strong> the proper Payee any previously misdirected Billpay Transactions, and, if applicable, any<br />
late-payment-related charges.<br />
6.4 Payment Methods. We reserve the right <strong>to</strong> select the method by which <strong>to</strong> remit funds on your behalf<br />
<strong>to</strong> your Payee. These payment methods may include but may not be limited <strong>to</strong> electronic payment,<br />
electronic-<strong>to</strong>-check payment, or laser draft payment.<br />
6.5 Payment Cancellation Requests. You may cancel or edit any Scheduled Payment (including recurring<br />
payments) at no charge by following the directions at the Billpay Service website. Once we have begun<br />
processing a payment, it cannot be canceled or edited; a s<strong>to</strong>p payment request must be submitted.<br />
6.6 S<strong>to</strong>p Payment Requests. Our ability <strong>to</strong> process a s<strong>to</strong>p payment request will depend on the payment<br />
method, whether or not a check has cleared, and whether we have a reasonable opportunity <strong>to</strong><br />
act after a payment has been processed. If you desire <strong>to</strong> s<strong>to</strong>p any payment that has already been<br />
processed, you must contact <strong>Vanguard</strong> <strong>Brokerage</strong> at 800-992-8327. Although we will make every effort<br />
<strong>to</strong> accommodate your request, we will have no liability for failing <strong>to</strong> do so. We may also require you <strong>to</strong><br />
present your request in writing within 14 days. The charge for each s<strong>to</strong>p payment request will be the<br />
current charge listed in the <strong>Vanguard</strong> <strong>Brokerage</strong> Services Commission and Fee Schedules.<br />
6.7 Prohibited Payments. Payments <strong>to</strong> Payees outside of the United States or its terri<strong>to</strong>ries through the<br />
Billpay Service are prohibited.
6.8 Exception Payments. Tax payments and court-ordered payments may be scheduled through the Billpay<br />
Service; however, such payments are discouraged and at your own risk. In no event shall we be liable<br />
for any resulting claims or damages. The Billpay Service Guarantee as it applies <strong>to</strong> any late-paymentrelated<br />
charges is void when these types of payments are scheduled and/or processed by us. We have<br />
no obligation <strong>to</strong> research or resolve any claim resulting from an exception payment. All research and<br />
resolution for any misapplied, misposted, or misdirected payments will be your sole responsibility.<br />
6.9 Failed or Returned Transactions; Overdraft Protection. In using the Billpay Service, you are requesting<br />
us <strong>to</strong> make payments for you from your Payment <strong>Account</strong>. If we are unable <strong>to</strong> complete a requested<br />
Transaction for any reason associated with your Payment <strong>Account</strong> (for example, your Available Balance is<br />
insufficient <strong>to</strong> cover it), the Billpay Transaction may not be completed. In some instances, you will receive<br />
a return notice from us. In each such case, you agree that:<br />
a) You will reimburse us immediately upon demand the Billpay Transaction amount indicated in the<br />
return notice;<br />
b) For any amount not reimbursed <strong>to</strong> us within 15 days of the initial notification, you will pay us a late<br />
charge equal <strong>to</strong> 1.5% monthly interest or the legal maximum, whichever rate is lower; and<br />
c) We are authorized <strong>to</strong> report the facts concerning the return <strong>to</strong> a credit-reporting agency.<br />
If a Billpay Transaction results in an overdraft situation and you have established overdraft protection by<br />
means of a margin account, you may be required <strong>to</strong> deposit more money or securities in your Payment<br />
<strong>Account</strong>. If you are unable <strong>to</strong> do so, or if the Billpay Transaction exceeds your margin cash available,<br />
<strong>Vanguard</strong> <strong>Brokerage</strong> may be required <strong>to</strong> sell all or a portion of your pledged assets. You will also be<br />
subject <strong>to</strong> margin interest as disclosed in your margin agreement.<br />
6.10 Address or Payment <strong>Account</strong> Changes. It is your sole responsibility <strong>to</strong> ensure that the contact<br />
information maintained in your user profile on the Billpay Service website is current and accurate.<br />
This includes, but is not limited <strong>to</strong>, name, address, phone number(s), and e-mail address(es). Changes<br />
can be made either through the Billpay Service website or by contacting <strong>Vanguard</strong> <strong>Brokerage</strong> at<br />
800-992-8327. Any changes in your Payment <strong>Account</strong> should also be made in accordance with<br />
the procedures outlined in the Billpay Service website’s Help area. All changes made are effective<br />
immediately for scheduled and future payments paid from the updated Payment <strong>Account</strong> information.<br />
We are not responsible for any payment processing errors or fees incurred if you do not provide accurate<br />
Payment <strong>Account</strong> or contact information.<br />
6.11 Billpay Service Termination, Cancellation, or Suspension. In the event you wish <strong>to</strong> cancel the Billpay<br />
Service, you may do so through the Billpay Service website or you may contact <strong>Vanguard</strong> <strong>Brokerage</strong> via<br />
one of the following methods.<br />
Telephone us at 800-992-8327 on business days from 8 a.m. <strong>to</strong> 10 p.m. or on Saturdays from<br />
9 a.m. <strong>to</strong> 4 p.m., Eastern time; or<br />
Write <strong>to</strong> us at:<br />
<strong>Vanguard</strong> <strong>Brokerage</strong> Services<br />
P.O. Box 1170<br />
Valley Forge, PA 19482-1170<br />
Any payment(s) we have already processed before the requested cancellation date will be completed.<br />
Scheduled Payments including recurring payments will not be processed. We may terminate or suspend<br />
service <strong>to</strong> you at any time. Neither shall affect your liability or obligations under this Agreement.<br />
6.12 Payee Limitation. We reserve the right <strong>to</strong> refuse <strong>to</strong> pay any Payee. We will notify you promptly.<br />
This notification is not required if you attempt <strong>to</strong> make a prohibited or exception payment under this<br />
Agreement.<br />
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6.13 Returned Payments. In using the Billpay Service, you understand that Payees and/or the United States<br />
Post Office may return payments <strong>to</strong> us for various reasons, including but not limited <strong>to</strong> Payee’s<br />
forwarding address expired, account number not valid, unable <strong>to</strong> locate account, or account paid in full.<br />
We will use our best efforts <strong>to</strong> research and correct the payment and return it <strong>to</strong> your Payee or void it<br />
and credit your Payment <strong>Account</strong>. You may receive notification from us in these events.<br />
6.14 Information Authorization. <strong>Your</strong> enrollment in the Billpay Service may not be fulfilled if we cannot<br />
verify your identity or other necessary information or based upon a review of his<strong>to</strong>rical records relating <strong>to</strong><br />
your <strong>Account</strong>. Through your enrollment in the Billpay Service, you agree that the Billpay Provider reserves<br />
the right <strong>to</strong> request a review of your credit rating at its own expense through an authorized bureau. In<br />
addition, you agree that we reserve the right <strong>to</strong> obtain financial information regarding your account from<br />
a Payee (for example, <strong>to</strong> resolve payment posting problems or for verification).<br />
6.15 Bill Delivery and Presentment. This feature is for the presentment of electronic bills only; it is your<br />
sole responsibility <strong>to</strong> contact your Payees directly if you do not receive your bills or account statements.<br />
In addition, if you elect <strong>to</strong> activate one of the Billpay Service’s electronic bill options, you also agree <strong>to</strong><br />
the following:<br />
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6.15.1 Information provided <strong>to</strong> the Payee. We are unable <strong>to</strong> update or change your personal information,<br />
including, but not limited <strong>to</strong>, name, address, phone number(s), and e-mail address(es), with the<br />
electronic Payee. You will need <strong>to</strong> contact the Payee directly. Additionally, it is your responsibility<br />
<strong>to</strong> maintain all user names and passwords for all electronic Payee sites. You also agree not <strong>to</strong> use<br />
someone else’s information <strong>to</strong> gain unauthorized access <strong>to</strong> another person’s bill.<br />
6.15.2 Activation. Upon your activation of the electronic bill delivery and presentment feature, we<br />
may notify the Payee of your request <strong>to</strong> receive electronic billing information. The timing of<br />
presentment of your first electronic bill may vary and may take up <strong>to</strong> 60 days, depending on the<br />
billing cycle of each Payee. Additionally, your ability <strong>to</strong> obtain a paper copy of your statement(s) is<br />
at the sole discretion of the Payee. While your request is being activated, it is your responsibility<br />
<strong>to</strong> keep your accounts current. Each Payee reserves the right <strong>to</strong> accept or deny your request <strong>to</strong><br />
receive electronic bills.<br />
6.15.3 Notification. We will use our best efforts <strong>to</strong> present all of your electronic bills promptly.<br />
In addition <strong>to</strong> our posting the bills on the Billpay Service website, the Payee may send an<br />
e-mail notification <strong>to</strong> the address you provide. It is your sole responsibility <strong>to</strong> ensure that this<br />
information is accurate. In the event you do not receive notification, it is your responsibility <strong>to</strong><br />
periodically log on <strong>to</strong> the Billpay Service website and check on the delivery of new electronic bills.<br />
Notification time may vary. You are responsible for ensuring timely payment of all bills.<br />
6.15.4 Cancellation of electronic bill notification. You and each electronic Payee reserve the right <strong>to</strong><br />
cancel the presentment of electronic bills at any time. The time frame for cancellation may take up<br />
<strong>to</strong> 60 days, depending on the billing cycle of each Payee. We will notify your electronic Payee(s) as<br />
<strong>to</strong> the change in status of your account, but it is your sole responsibility <strong>to</strong> make arrangements for<br />
an alternative form of bill delivery. We will not be responsible for presenting any electronic bills<br />
that are already in process at the time of cancellation.<br />
6.15.5 Nondelivery of electronic bill(s). You agree <strong>to</strong> hold us harmless should the Payee fail <strong>to</strong> deliver<br />
your bill(s) or statement(s). You are responsible for ensuring timely payment. Copies of previously<br />
delivered bills must be requested from the Payee directly.<br />
6.15.6 Accuracy and dispute of electronic bill. We are not responsible for the accuracy of your<br />
electronic bill(s). We are only responsible for presenting the information we receive from the Payee.<br />
Any discrepancies or disputes regarding your bill summary or detail must be addressed<br />
with the Payee directly.
This Agreement does not alter any liability or obligations that currently exist between you and<br />
your Payees.<br />
6.16 Exclusions of Warranties; Limitation of Liability.<br />
6.16.1 The Billpay Service website and related documentation are provided “as is” without<br />
warranty of any kind, either express or implied, including but not limited <strong>to</strong> the implied<br />
warranties of merchantability and fitness for a particular purpose.<br />
6.16.2 This Section 6 constitutes our entire liability and your exclusive remedy with respect <strong>to</strong><br />
the Billpay Service. In no event will we be liable for any direct, indirect, special, incidental,<br />
consequential, or exemplary damages, including lost profits (even if advised of the possibility<br />
thereof) arising in any way out of the installation, use, or maintenance of the Billpay<br />
Service website.<br />
7. Au<strong>to</strong>mated Clearing House and Other Fund Transfers.<br />
7.1 Money can be credited <strong>to</strong> or debited from your <strong>Account</strong> because of ACH or other money transfer<br />
entries. These credits and debits are normally subject <strong>to</strong> additional rules of the money transfer system<br />
that processes them, such as the rules of the National Au<strong>to</strong>mated Clearing House Association and local<br />
ACH operating rules.<br />
7.2 An ACH credit entry <strong>to</strong> your <strong>Account</strong> is provisional until the Bank receives final settlement through a<br />
Federal Reserve Bank or otherwise receives payment as provided in Section 403(a) of Article 4A of the<br />
Uniform Commercial Code. The Bank is entitled <strong>to</strong> a refund of the credit entry if it does not receive final<br />
settlement or payment. In that case, the person who originally sent the credit entry will be considered<br />
not <strong>to</strong> have paid you.<br />
7.3 In addition, unless required by applicable law, <strong>Vanguard</strong> <strong>Brokerage</strong> will generally not give you notice of<br />
the receipt of an entry by the Bank. Entries will, however, be included on your <strong>Account</strong> statement.<br />
7.4 For instructions on how <strong>to</strong> make s<strong>to</strong>p payment orders on preauthorized ACH payments, see Section 8.5.<br />
8. Additional Terms and Conditions of Electronic Funds Transfers. These apply only <strong>to</strong> Electronic Funds<br />
Transfers (for example, Card and ACH Transactions) and only <strong>to</strong> the extent that Regulation E requires.<br />
8.1 Limits on Dollar Amount of Transactions. The ATM you use may have transactional or daily limits<br />
on the amount of cash that can be obtained. Separately, there is a $500 (or your Available Balance, if<br />
less) maximum ATM Withdrawal limit per Banking Day. A temporary $100 limit per Banking Day may<br />
be imposed for security purposes or when the Transaction volume in your <strong>Account</strong> exceeds normal<br />
conditions. There may be other limitations stated in this Agreement or in other agreements between<br />
you and <strong>Vanguard</strong> <strong>Brokerage</strong>.<br />
8.1.1 Unless a higher amount is authorized, your Card Transactions are limited <strong>to</strong> $10,000 (or your<br />
Available Balance, if less) per Banking Day. ATM Withdrawals, Cash Advances, Purchases, and<br />
Authorizations all count against this limit.<br />
8.2 Limits on Frequency of Transactions. In addition, we reserve the right <strong>to</strong> impose a limit on the<br />
number of Card Transactions you can make on any Banking Day. For the purpose of maintaining security,<br />
we will not disclose that limit, except that you will be allowed <strong>to</strong> make at least five Transactions under<br />
normal conditions.<br />
8.3 Retention of the Card. <strong>Your</strong> Card may be retained by any ATM, merchant, or participating financial<br />
institution if any of the following conditions is met:<br />
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The PIN is wrong after three attempts (certain ATMs may limit you <strong>to</strong> fewer attempts).<br />
You exceed the limits on dollar amounts and/or frequency of Transactions.<br />
<strong>Your</strong> Card was reported lost or s<strong>to</strong>len.<br />
<strong>Your</strong> <strong>Account</strong> has been closed.<br />
<strong>Your</strong> Card has expired or was replaced.<br />
The machine is not operating properly.<br />
There are other legitimate business reasons.<br />
8.4 Card Transaction Receipts. You will be given a receipt at the time you make Card Transactions except<br />
for those you make by telephone, mail, or via the internet. Receipts may not be provided for Purchases<br />
of $15 or less or for those performed outside the United States. Card Transactions will also be reflected on<br />
your <strong>Account</strong> statement. See Section 8.6.3 for information on what <strong>to</strong> do if you believe a Transaction<br />
record is wrong.<br />
8.4.1 Merchants generally maintain receipts of Card Transactions (excluding PIN-based transactions) for<br />
12 months; however, they are not required <strong>to</strong> provide receipts unless requested in connection<br />
with fraud investigations or other legal purposes. If you call <strong>Vanguard</strong> <strong>Brokerage</strong>, we will attempt<br />
<strong>to</strong> obtain copies of the receipts. This may involve a third-party charge.<br />
8.5 S<strong>to</strong>p Payment Orders of Preauthorized ACH Payments (other than Billpay Transactions). You can<br />
s<strong>to</strong>p regular ACH payments out of your <strong>Account</strong> at any time. Simply call or write <strong>Vanguard</strong> <strong>Brokerage</strong> in<br />
time for us <strong>to</strong> receive your request three Business Days or more before the payment is scheduled <strong>to</strong> be<br />
made (our phone number and address are provided in Section 8.6.4). We may require you <strong>to</strong> put your<br />
request in writing and get it <strong>to</strong> us within 14 days after your call. See Section 6.6 for information on<br />
s<strong>to</strong>p payment requests for Billpay Transactions.<br />
8.5.1 Liability for Failure <strong>to</strong> S<strong>to</strong>p Payment of Preauthorized ACH Transfers. If you order <strong>Vanguard</strong><br />
<strong>Brokerage</strong> <strong>to</strong> s<strong>to</strong>p such a payment three Business Days or more before the transfer is scheduled<br />
and we do not do so, we will be liable for your losses or damages.<br />
8.6 Problem Prevention and Resolution.<br />
8.6.1 Taking a few simple steps can help prevent many problems. To protect your <strong>Account</strong> and limit<br />
your liability, we recommend that you:<br />
Do not provide anyone with your PIN or Billpay password.<br />
Do not write your PIN on your Card.<br />
Do not carry your PIN and Card <strong>to</strong>gether in your wallet.<br />
Do not tell anyone your PIN or Billpay password—not even someone from BNY Mellon, the<br />
Bank, Billpay Provider, or <strong>Vanguard</strong> <strong>Brokerage</strong>.<br />
8.6.2 Loss or Theft of Card or Unauthorized Transactions. You must tell <strong>Vanguard</strong> <strong>Brokerage</strong> at once<br />
if you believe your Card has been lost or s<strong>to</strong>len or that an unauthorized person may know your PIN or<br />
Billpay Service website password. Calling immediately is the best way <strong>to</strong> keep your possible losses<br />
down. You could lose all the funds in your <strong>Account</strong> (plus your maximum overdraft line of credit). If you<br />
tell us within two Business Days after you learn of the loss or theft, you can lose no more than $50.<br />
If you do not tell us within that time and <strong>Vanguard</strong> <strong>Brokerage</strong> can prove it could have s<strong>to</strong>pped the<br />
transaction if you had <strong>to</strong>ld us, you could lose as much as $500. With respect <strong>to</strong> ACH Transactions, you<br />
will generally not be liable for Unauthorized Transactions unless you fail <strong>to</strong> notify us within the time<br />
period described in the next paragraph.
8.6.3 Inaccurate <strong>Account</strong> Statement. If you think your <strong>Account</strong> statement or Transaction record is wrong<br />
or you need more information about your <strong>Account</strong> or any statement, let <strong>Vanguard</strong> <strong>Brokerage</strong> know<br />
at once. If you do not notify us within 60 days after the first <strong>Account</strong> statement on which the error<br />
or problem appeared was mailed <strong>to</strong> you, you may not get back any money you lose after 60 days if<br />
<strong>Vanguard</strong> <strong>Brokerage</strong> can prove that it could have s<strong>to</strong>pped someone from taking the money had you<br />
notified us in a timely manner. If there was a good reason (such as a long trip or a hospital stay) that<br />
kept you from telling us, we will extend the time period.<br />
8.6.4 Notification Methods.<br />
8.6.4.1 Calling <strong>Vanguard</strong> <strong>Brokerage</strong> is the quickest way <strong>to</strong> alert us <strong>to</strong> a problem. You can reach us<br />
at 800-992-8327 on Business Days from 8 a.m. <strong>to</strong> 8 p.m., Eastern time (limited services are<br />
available at other times).<br />
8.6.4.2 We may, however, request that you also notify us of your complaint or question in writing<br />
within ten Business Days. Our mailing address is:<br />
<strong>Vanguard</strong> <strong>Brokerage</strong> Services<br />
P.O. Box 1170<br />
Valley Forge, PA 19482-1170<br />
<strong>Vanguard</strong> <strong>Brokerage</strong> will need all of the following information:<br />
<strong>Your</strong> name and <strong>Account</strong> number.<br />
A description of the error or Transaction in question, explaining as clearly as possible<br />
why you believe it is an error or why you need more information.<br />
The dollar amount of the Transaction and, if different, the amount of the suspected error.<br />
8.6.5 Timing of the Error Resolution Process. Except as otherwise stated in this Agreement, we will<br />
determine within ten Business Days after <strong>Vanguard</strong> <strong>Brokerage</strong> hears from you whether an error<br />
occurred and will correct any error promptly. If we need more time, however, we may take up <strong>to</strong><br />
45 calendar days <strong>to</strong> investigate your complaint or question. In this event, <strong>Vanguard</strong> <strong>Brokerage</strong> will<br />
generally recredit your <strong>Account</strong> within ten Business Days for the amount you think is in error so<br />
that you will have the use of the money during the time it takes us <strong>to</strong> complete our investigation.<br />
If <strong>Vanguard</strong> <strong>Brokerage</strong> asks you <strong>to</strong> put your complaint or question in writing and does not receive<br />
it within ten Business Days, we need not recredit your account or may reverse any credit previously<br />
made. Margin <strong>Account</strong>s need not be recredited.<br />
8.6.5.1 For Foreign Transactions. For Transactions initiated outside the United States, the applicable<br />
time period for investigations is 90 calendar days.<br />
8.6.5.2 For Point-of-Sale Transactions. For Point-of-Sale Transactions (that is, Purchases and<br />
Cash Advances), the applicable time period for investigations is 90 calendar days.<br />
8.6.5.3 For New <strong>Account</strong>s. For <strong>Account</strong>s that have been open for 30 calendar days or less, the<br />
applicable time periods for actions stated in Section 8.6.5 are 20 Business Days instead of<br />
10 Business Days and 90 calendar days instead of 45 calendar days.<br />
8.6.5.4 For Notification of the Findings. In any case, <strong>Vanguard</strong> <strong>Brokerage</strong> will tell you the results<br />
within three Business Days after we complete our investigation. If we decide that there was<br />
no error, we will reverse the applicable credit and send you a written explanation. You may<br />
ask us for copies of the documents that we used in the investigation.<br />
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8.7 Our Liability for Failure <strong>to</strong> Complete Transactions.<br />
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8.7.1 If we do not complete an Electronic Funds Transfer <strong>to</strong> or from your <strong>Account</strong> on time or in<br />
the correct amount according <strong>to</strong> this Agreement, we will be liable for your losses or damages,<br />
with some exceptions. We will not be liable if any of the following apply:<br />
Through no fault of ours, you do not have a sufficient Available Balance <strong>to</strong> make the Transaction.<br />
Any ATM, other device, Card, Billpay Service website, or computer system was not working<br />
properly and you knew about the breakdown when you started the Transaction.<br />
The ATM or other device you are using for the Transaction does not have enough cash.<br />
<strong>Your</strong> <strong>Account</strong> is frozen (for example, because of a court order or other similar reason) and we are<br />
not permitted <strong>to</strong> make the Transaction.<br />
Circumstances beyond our control (such as a fire or flood) prevent the Transaction despite the<br />
reasonable precautions that we have taken.<br />
You fail <strong>to</strong> enter your correct PIN after the maximum number of attempts permitted.<br />
You fail <strong>to</strong> use the ATM, other device, Card, Billpay Service website, or computer system<br />
in accordance with instructions.<br />
We have limited or have refused <strong>to</strong> complete Card, ACH, or Billpay Transactions for<br />
security reasons.<br />
We have reason <strong>to</strong> believe that the requested Transaction is unauthorized.<br />
8.7.2 Additional exceptions may be stated elsewhere in this Agreement or in your other agreements<br />
with <strong>Vanguard</strong> <strong>Brokerage</strong> or that you are otherwise notified of by BNY Mellon, the Bank, Billpay<br />
Provider, or <strong>Vanguard</strong> <strong>Brokerage</strong>. We will not be responsible for any person’s actions in refusing<br />
<strong>to</strong> honor or accept your Card or in taking possession of your Card. In any case, we will be liable<br />
only for actual proven damages if the failure <strong>to</strong> make the Transaction results from a bona fide<br />
error by us despite our procedures <strong>to</strong> avoid such errors.<br />
8.8 Preauthorized Credits. If you have arranged <strong>to</strong> have direct deposits made <strong>to</strong> your <strong>Account</strong> at least<br />
once every 60 days from the same person or company, the person or company making the deposit<br />
should notify you every time it sends us the money.<br />
8.9 <strong>Account</strong>s That Are Not Consumer <strong>Account</strong>s/Non-Personal <strong>Account</strong>s.<br />
If you are not a “consumer” as defined in Regulation E, neither <strong>Vanguard</strong> <strong>Brokerage</strong> nor the Bank<br />
is required <strong>to</strong> respond <strong>to</strong> your questions about Transactions within the time periods specified in this<br />
Section 8, and the limitations on your liability for Unauthorized Transactions described above do not<br />
apply. Similarly, the parameters surrounding liability, confidentiality, and documentation requirements<br />
with respect <strong>to</strong> Electronic Fund Transfers outlined in this Agreement apply only with respect <strong>to</strong><br />
<strong>Account</strong>s established primarily for personal, family, or household purposes.<br />
9. Confidentiality.<br />
9.1 <strong>Vanguard</strong> <strong>Brokerage</strong>, Billpay Provider, BNY Mellon, and the Bank will not reveal any information <strong>to</strong> third<br />
parties (other than each other) about your <strong>Account</strong> and your Transactions except (1) where it is necessary<br />
for completing your Transaction or providing any related benefits <strong>to</strong> you, (2) <strong>to</strong> verify the existence and<br />
condition of your <strong>Account</strong> for a third party such as a credit bureau, merchant, or Payee, (3) <strong>to</strong> comply with<br />
laws or with orders or subpoenas of government agencies or courts, (4) if you give us written permission,<br />
(5) <strong>to</strong> other persons and entities in order <strong>to</strong> resolve disputes arising from Transactions, or (6) in the<br />
circumstances covered by <strong>Vanguard</strong>’s Privacy Policy, as updated or amended from time <strong>to</strong> time.
10. Joint <strong>Account</strong>s.<br />
10.1 Unless you notify <strong>Vanguard</strong> <strong>Brokerage</strong> otherwise and provide such documentation as we require, joint<br />
<strong>Account</strong>s shall be held by you jointly with rights of survivorship. Each joint tenant irrevocably appoints the<br />
other as at<strong>to</strong>rney-in-fact <strong>to</strong> take all action on his or her behalf and <strong>to</strong> represent him or her in all respects<br />
in connection with this Agreement. We shall be fully protected in acting upon the instructions; sending<br />
confirmation advice, notices, or other communications; or otherwise dealing with either of you.<br />
Each of you shall be liable, jointly and individually, for any amounts due <strong>to</strong> us pursuant <strong>to</strong> this Agreement,<br />
whether incurred by either or both of you.<br />
10.2 If “you” shall consist of more than one individual, the obligations of all such persons under this<br />
Agreement shall be joint and several. Each joint <strong>Account</strong>holder has authority, acting individually and<br />
without notice <strong>to</strong> the other, <strong>to</strong> deal with us as fully and completely as if each is the sole <strong>Account</strong>holder.<br />
We are authorized <strong>to</strong> follow the instructions of any joint <strong>Account</strong>holder. We are not responsible for<br />
determining the purpose or propriety of an instruction we receive from any <strong>Account</strong>holder or for<br />
the disposition of payments or deliveries among joint <strong>Account</strong>holders. Any notice we send <strong>to</strong> one<br />
<strong>Account</strong>holder will be deemed notice <strong>to</strong> all.<br />
11. Miscellaneous.<br />
11.1 Scope and Transferability. This Agreement shall cover all aspects of your <strong>Account</strong> described herein<br />
and shall inure <strong>to</strong> the benefit of our successors whether by merger, consolidation, or otherwise,<br />
and assigns, and we may transfer your <strong>Account</strong> <strong>to</strong> our respective successors and assigns, and this<br />
Agreement shall be binding upon your heirs, execu<strong>to</strong>rs, administra<strong>to</strong>rs, successors, and assigns.<br />
11.2 Extraordinary Events. To the fullest extent allowable under law, we are not responsible and you agree<br />
not <strong>to</strong> hold us liable for losses caused directly or indirectly by conditions beyond our control, including<br />
but not limited <strong>to</strong>: war, natural disaster, terrorism, government restriction, exchange or market rulings,<br />
strikes, interruptions of communications or data processing services, news or analysts’ reports, market<br />
volatility, or disruptions in orderly trading on any exchange or market.<br />
11.3 Nature of Obligations. The obligations of <strong>Vanguard</strong> <strong>Brokerage</strong>, Billpay Provider, BNY Mellon, and the<br />
Bank are set forth in this Agreement. None is liable for the obligations of the others.<br />
11.4 Waiver, Assignment, and Notices. Neither our failure <strong>to</strong> insist at any time upon strict compliance with<br />
this Agreement or any of the terms hereof nor any continued course of such conduct on our part shall<br />
constitute or be considered a waiver by us of any of our rights or privileges hereunder. Any assignment<br />
of your rights and obligations hereunder or your interest in any property held by or through <strong>Vanguard</strong><br />
<strong>Brokerage</strong> without obtaining the prior written consent of an authorized representative of <strong>Vanguard</strong><br />
<strong>Brokerage</strong> shall be null and void. Notices and other communications (including, without limitation,<br />
margin calls) delivered, faxed, sent by express delivery service, or mailed <strong>to</strong> the address provided by<br />
you shall, until <strong>Vanguard</strong> <strong>Brokerage</strong> has received notice in writing of a different address, be deemed <strong>to</strong><br />
have been personally delivered <strong>to</strong> you.<br />
11.5 Separability. If and <strong>to</strong> the extent any term or provision herein is or should become invalid or<br />
unenforceable, then (1) the remaining terms and provisions hereof shall be unimpaired and remain in<br />
full force and effect, and (2) the invalid or unenforceable provision or term shall be replaced by a term<br />
or provision that is valid and enforceable and that comes closest <strong>to</strong> expressing the intention of such<br />
invalid or unenforceable term or provision.<br />
11.6 Headings. The headings of the provisions hereof are for ease of reference only and shall not affect<br />
the interpretation or application of this Agreement or in any way modify or qualify any of the rights or<br />
obligations provided for hereunder.<br />
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11.7 Termination of <strong>Account</strong>/Agreement. <strong>Vanguard</strong> <strong>Brokerage</strong>, BNY Mellon, the Bank, or you may<br />
terminate this Agreement, including the use of Checks, Cards, or other Services, if applicable, at any<br />
time. You shall remain responsible for authorized charges that arise before or after termination. In the<br />
event of termination for whatever reason, you shall promptly destroy all Cards and unused Checks.<br />
Failure <strong>to</strong> do so may result in a delay in <strong>Vanguard</strong> <strong>Brokerage</strong> complying with your instructions regarding<br />
the disposition of assets.<br />
11.8 Representations and Amendments. You agree that we shall have the right <strong>to</strong> amend this Agreement<br />
at any time by sending notice <strong>to</strong> you. An amendment shall be effective as of the date we establish. If<br />
we make any changes <strong>to</strong> this Agreement that will affect you adversely (by increasing costs or liability<br />
<strong>to</strong> you, or limiting access <strong>to</strong> your <strong>Account</strong>), we will notify you prior <strong>to</strong> the change as required by law.<br />
The change will au<strong>to</strong>matically become effective unless, prior <strong>to</strong> the effective date, you notify us of your<br />
intention <strong>to</strong> terminate your <strong>Account</strong> privileges. We reserve the right <strong>to</strong> make emergency changes for<br />
security reasons, without prior written notice <strong>to</strong> you. You understand that additional restrictions may<br />
apply <strong>to</strong> the Services and that additional documentation may be required by applicable law or our policies<br />
and procedures. You agree <strong>to</strong> promptly comply with any such restrictions and requests.<br />
11.9 Governing Law. This Agreement shall be governed by the laws of the Commonwealth of<br />
Pennsylvania, except that all Billpay Transactions shall be governed by and construed in<br />
accordance with the laws of the State of Georgia, without regard <strong>to</strong> its conflicts<br />
of laws provisions.<br />
11.10 Recording Conversations and Moni<strong>to</strong>ring Electronic Communications. For our mutual protection,<br />
you understand, agree, and expressly consent <strong>to</strong> <strong>Vanguard</strong> <strong>Brokerage</strong>’s, BNY Mellon’s, and the Bank’s<br />
electronic recording of any of your telephone conversations with them and <strong>to</strong> <strong>Vanguard</strong> <strong>Brokerage</strong>’s,<br />
BNY Mellon’s, and the Bank’s moni<strong>to</strong>ring of your electronic communications with them, including but<br />
not limited <strong>to</strong> e-mail and facsimile transmission.<br />
11.11 Priority of Agreements. In the event of any conflict between this Agreement and any other<br />
agreement you have with <strong>Vanguard</strong> <strong>Brokerage</strong> Services with respect <strong>to</strong> your <strong>Account</strong>, including the<br />
<strong>Vanguard</strong>Advantage <strong>Account</strong> Application and the Terms and Conditions of the Billpay Service website,<br />
this Agreement will control. Notwithstanding, in the event of any conflict between this Agreement<br />
and the <strong>Vanguard</strong> <strong>Brokerage</strong> Margin <strong>Account</strong> Agreement, the <strong>Vanguard</strong> <strong>Brokerage</strong> Margin <strong>Account</strong><br />
Agreement will control.
<strong>Vanguard</strong> <strong>Brokerage</strong> Margin <strong>Account</strong> Agreement<br />
When You buy securities on margin or enter in<strong>to</strong> short sales, You are borrowing money or securities from<br />
<strong>Vanguard</strong> <strong>Brokerage</strong> Services ® (VBS ® ), a division of <strong>Vanguard</strong> Marketing Corporation (VMC), member FINRA<br />
and SIPC, for part of <strong>Your</strong> transactions. All Securities and Other Property in <strong>Your</strong> Margin <strong>Account</strong> (<strong>Account</strong>) are<br />
pledged as collateral <strong>to</strong> secure this loan. Margin transactions are riskier and involve the possibility of greater<br />
loss than transactions in which You are not borrowing money. If the value of <strong>Your</strong> Securities and Other Property<br />
declines, You may be required <strong>to</strong> deposit more assets (a “margin call”) <strong>to</strong> secure <strong>Your</strong> loan or <strong>Your</strong> Securities and<br />
Other Property may be sold <strong>to</strong> pay down or pay off <strong>Your</strong> loan without prior notice and at a loss or at lower prices<br />
than under other circumstances.<br />
You agree <strong>to</strong> carefully consider your own financial condition, <strong>to</strong>lerance for risk, and investment objectives, as well<br />
as market conditions, before You decide <strong>to</strong> use margin credit or short account features. By applying for a margin<br />
account and/or placing an order on margin, You acknowledge that You have carefully considered all of these fac<strong>to</strong>rs,<br />
along with the terms of this <strong>Vanguard</strong> <strong>Brokerage</strong> Margin <strong>Account</strong> Agreement (Margin Agreement), and have<br />
decided that margin financing is appropriate for You. You also acknowledge that VBS may, in its discretion,<br />
transfer Securities and Other Property held in <strong>Your</strong> other accounts with Us, including <strong>Your</strong> cash account, <strong>to</strong><br />
<strong>Your</strong> Margin <strong>Account</strong>, and You understand that all transactions executed through and all Securities and Other<br />
Property purchased or deposited with VBS will be recorded in the Margin <strong>Account</strong>. In addition, You acknowledge<br />
that purchases of open-end mutual funds and <strong>Vanguard</strong> ETFs ® will settle in <strong>Your</strong> cash account and after 30 days<br />
be journaled in<strong>to</strong> <strong>Your</strong> <strong>Account</strong>. All Securities and Other Property now or hereafter held in this <strong>Account</strong> may be<br />
pledged, repledged, or otherwise used.<br />
In consideration of Our accepting <strong>Your</strong> orders <strong>to</strong> trade on margin within <strong>Your</strong> <strong>Account</strong>, You agree that the<br />
following terms and conditions apply <strong>to</strong> <strong>Your</strong> <strong>Account</strong>, in addition <strong>to</strong> those contained in the <strong>Vanguard</strong> <strong>Brokerage</strong><br />
<strong>Account</strong> Agreement (Agreement). The Margin Agreement is part of the Agreement. Unless otherwise defined in<br />
the Margin Agreement, defined terms have the same meaning as in the Agreement. In the event any provision<br />
of the Margin Agreement conflicts or is inconsistent with any provision of the Agreement, the provisions of the<br />
Margin Agreement will control for matters or services related <strong>to</strong> <strong>Your</strong> <strong>Account</strong>.<br />
1. Payment for Transactions<br />
You agree that You are responsible for paying for all transactions You make and all authorized transactions in<br />
<strong>Your</strong> <strong>Account</strong>. When You purchase securities on margin, You agree <strong>to</strong> deposit the required initial equity by<br />
the settlement date and <strong>to</strong> maintain your equity at the required levels. However, VBS reserves the right<br />
<strong>to</strong> liquidate Securities and Other Property at any time (including on or before settlement date) depending on<br />
market conditions. In addition, You agree <strong>to</strong> pay any debit remaining in <strong>Your</strong> <strong>Account</strong> if <strong>Your</strong> positions are<br />
liquidated <strong>to</strong> satisfy a margin call. We may extend credit <strong>to</strong> You according <strong>to</strong> applicable laws and regulations<br />
and Our Margin Disclosure of Credit Terms and Policies. You agree <strong>to</strong> use this credit primarily for business<br />
and investment purposes.<br />
2. Margin Disclosure of Credit Terms and Policies<br />
All transactions in <strong>Your</strong> <strong>Account</strong> are subject <strong>to</strong> Our Margin Disclosure of Credit Terms and Policies.<br />
You agree not <strong>to</strong> enter an order in <strong>Your</strong> <strong>Account</strong> until you have read and unders<strong>to</strong>od the Margin Disclosure<br />
of Credit Terms and Policies.<br />
3. Maintenance of Collateral<br />
You agree <strong>to</strong> maintain in <strong>Your</strong> <strong>Account</strong> collateral of the type and amount required by:<br />
Applicable Exchange rules and federal regulations,<br />
Our Margin Disclosure of Credit Terms and Policies, or<br />
VBS, at our discretion.<br />
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4. Liquidation<br />
Whenever it is necessary for Our protection or <strong>to</strong> satisfy a margin call, deficiency, debit, or other obligation owed<br />
Us, We may (but are not required <strong>to</strong>) sell, assign, and deliver all or any part of the Securities and Other Property<br />
securing <strong>Your</strong> obligations or close any or all transactions in <strong>Your</strong> <strong>Account</strong> or in any of <strong>Your</strong> accounts with Our<br />
affiliates. It is Our policy <strong>to</strong> attempt <strong>to</strong> contact You, when practicable, before taking any action described in this<br />
section. However, We reserve the right <strong>to</strong> take any such action without prior notice or demand for additional<br />
collateral and free of any right of redemption. Any prior demand, call, or notice will not be considered a waiver<br />
of Our right <strong>to</strong> sell or buy without demand, call, or notice. We may choose which Securities or Other Property <strong>to</strong><br />
buy or sell, which transactions <strong>to</strong> close, and the sequence and timing of liquidation. We may take such actions on<br />
whatever exchange or market and in whatever manner (including public auction or private sale) that We choose in<br />
the exercise of Our business judgment. You agree not <strong>to</strong> hold us liable for the choice of which Securities or Other<br />
Property <strong>to</strong> buy or sell, which transactions <strong>to</strong> close, or the timing or manner of the liquidation. We may transfer<br />
Securities and Other Property from any brokerage account in which You have an interest <strong>to</strong> any other brokerage<br />
account in which You have an interest regardless of whether there are other <strong>Account</strong>holders on either account if<br />
We determine that your obligations are not adequately secured or <strong>to</strong> satisfy a margin deficiency or other obligation.<br />
You agree <strong>to</strong> pay on demand any <strong>Account</strong> deficiencies after liquidation, whether liquidation is complete or partial.<br />
We are entitled <strong>to</strong> exercise the rights described in this section in Our sole discretion at any time, including<br />
whenever any of the following occurs:<br />
The equity level in <strong>Your</strong> <strong>Account</strong> falls below required minimums;<br />
Sufficient funds or securities are not deposited <strong>to</strong> pay for transactions in <strong>Your</strong> <strong>Account</strong>;<br />
A petition of bankruptcy or for the appointment of a receiver is filed by or against You;<br />
An attachment is levied against any of <strong>Your</strong> brokerage accounts with us;<br />
You die or become incapacitated or incompetent;<br />
or<br />
<strong>Your</strong> VBS account is closed.<br />
5. Short Sales<br />
You agree <strong>to</strong> designate a sell order as a short sale if, at the time You place the order, You either do not own<br />
the security being sold or are unable <strong>to</strong> deliver it in a timely manner. You agree that short sale transactions<br />
are subject <strong>to</strong> certain regula<strong>to</strong>ry rules and cannot be executed under certain market conditions. In addition,<br />
depending on market conditions, VBS cannot guarantee that it will have shares available <strong>to</strong> facilitate a short<br />
sale. You agree that We may, in Our discretion and without notice, “buy in” securities <strong>to</strong> cover any short<br />
security position in <strong>Your</strong> <strong>Account</strong> at <strong>Your</strong> expense. We may take this action either on a regular settlement,<br />
cash, or next-day settlement basis. If You are unable <strong>to</strong> cover a short security position (either through<br />
delivery of the security or through our buying-in the security) in enough time so We can deliver the security<br />
<strong>to</strong> its lender (<strong>to</strong> whom We’re obligated), You agree <strong>to</strong> reimburse Us for the losses We sustain as a result of<br />
<strong>Your</strong> failure <strong>to</strong> deliver the security.<br />
6. Interest on Debit Balances<br />
We will charge interest on <strong>Your</strong> debit balance according <strong>to</strong> Our Margin Disclosure of Credit Terms and Policies.<br />
We post accrued but unpaid interest charges <strong>to</strong> <strong>Your</strong> <strong>Account</strong> each month. We compound the interest as<br />
described in Our Margin Disclosure of Credit Terms and Policies.<br />
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7. Pledge of Securities and Other Property<br />
The Securities and Other Property in <strong>Your</strong> <strong>Account</strong> may be carried in the general loan of VBS and We may<br />
pledge, repledge, hypothecate, or rehypothecate, either separately or <strong>to</strong>gether with Securities of other<br />
cus<strong>to</strong>mers, all Securities and Other Property that You, now or in the future, carry, hold, or maintain in <strong>Your</strong><br />
<strong>Account</strong>. The value may be greater than the amount You owe Us, and We are not obligated <strong>to</strong> retain in Our<br />
possession and control for delivery the same amount of similar Securities and Other Property.<br />
8. Loan Consent<br />
You agree that Securities and Other Property held in <strong>Your</strong> Margin <strong>Account</strong>, now or in the future, may be<br />
borrowed (either separately or <strong>to</strong>gether with the property of others) by Us or by others. You agree that<br />
VBS may receive and retain certain benefits (including but not limited <strong>to</strong> interest on collateral posted for such<br />
loans) <strong>to</strong> which You will not be entitled. You acknowledge that in certain circumstances, such borrowings<br />
could limit <strong>Your</strong> ability <strong>to</strong> exercise voting rights or receive dividends in whole or in part, with respect <strong>to</strong> the<br />
Securities and Other Property lent. You understand that the dividends paid on such Securities and Other<br />
Property lent by VBS will go <strong>to</strong> the borrower. No compensation or other reimbursements will be due <strong>to</strong><br />
You in connection with such borrowings. However, if You are allocated a substitute payment in lieu of<br />
dividends, You understand that such a payment may not be entitled <strong>to</strong> the same tax treatment as may have<br />
been applied <strong>to</strong> the receipt of a dividend. You agree that VBS is not required <strong>to</strong> compensate you for any<br />
differential tax treatment between dividends and payments in lieu of dividends. VBS may allocate substitute<br />
payments in any manner permitted by law, rule, or regulation. Please note that any substitute payments VBS<br />
makes are voluntary and may be discontinued at any time.<br />
9. Required Arbitration Disclosures<br />
The Margin Agreement contains a predispute arbitration clause. By signing an arbitration agreement,<br />
the parties agree as follows:<br />
All parties <strong>to</strong> the Margin Agreement are giving up the right <strong>to</strong> sue each other in court, including<br />
the right <strong>to</strong> a trial by jury, except as provided by the rules of the arbitration forum in which a claim<br />
is filed.<br />
Arbitration awards are generally final and binding; a party’s ability <strong>to</strong> have a court reverse or modify<br />
an arbitration award is very limited.<br />
The ability of the parties <strong>to</strong> obtain documents, witness statements, and other discovery is generally<br />
more limited in arbitration than in court proceedings.<br />
The arbitra<strong>to</strong>rs do not have <strong>to</strong> explain the reason(s) for their award unless, in an eligible case, a joint<br />
request for an explained decision has been submitted by all parties <strong>to</strong> the panel at least 20 days prior<br />
<strong>to</strong> the first scheduled hearing date.<br />
The panel of arbitra<strong>to</strong>rs may include a minority of arbitra<strong>to</strong>rs who were or are affiliated with the<br />
securities industry.<br />
The rules of some arbitration forums may impose time limits for bringing a claim in arbitration.<br />
In some cases, a claim that is ineligible for arbitration may be brought in court.<br />
The rules of the arbitration forum in which the claim is filed and any amendments there<strong>to</strong> shall be<br />
incorporated in<strong>to</strong> the Margin Agreement.<br />
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10. Arbitration Agreement<br />
You agree <strong>to</strong> settle by arbitration any controversy between or among you and VBS arising out of<br />
or relating <strong>to</strong> VBS’s business or the Margin Agreement. Such arbitration will be conducted by and<br />
in accordance with the securities arbitration rules and regulations then in effect of the Financial<br />
Industry Regula<strong>to</strong>ry Authority (FINRA) or any national securities exchange that provides a forum for<br />
the arbitration of disputes provided that VBS is a member of such national securities exchange at the<br />
time the arbitration is initiated. Arbitration must be commenced by service upon the other party of<br />
written demand or written notice of intention <strong>to</strong> arbitrate, therein electing the arbitration tribunal.<br />
In the event the undersigned does not make such election within five (5) days of such demand or<br />
notice, then the undersigned authorizes VBS <strong>to</strong> do so on behalf of the undersigned. The award of<br />
the arbitra<strong>to</strong>r will be final and binding, and judgment on the award may be entered in any court<br />
having jurisdiction.<br />
No person shall bring a putative or certified class action <strong>to</strong> arbitration nor seek <strong>to</strong> enforce any<br />
predispute arbitration agreement against any person who has initiated in court a putative class<br />
action or who is a member of a putative class who has not opted out of the class with respect <strong>to</strong><br />
any claims encompassed by the putative class action until: (i) the class certification is denied; (ii) the<br />
class is decertified; or (iii) the cus<strong>to</strong>mer is excluded from the class by the court. Such forbearance<br />
<strong>to</strong> enforce an agreement <strong>to</strong> arbitrate shall not constitute a waiver of any rights under the Margin<br />
Agreement except <strong>to</strong> the extent stated herein.<br />
11. Governing Law<br />
The Margin Agreement and the Agreement, all transactions made in <strong>Your</strong> <strong>Account</strong>, and all matters arising in<br />
connection will be governed by and construed and enforced in accordance with the laws of the State of New<br />
York (regardless of the choice of law rules thereof).<br />
12. Severability<br />
If any provision or condition of the Margin Agreement shall be held <strong>to</strong> be invalid or unenforceable by any<br />
court or regula<strong>to</strong>ry or self-regula<strong>to</strong>ry agency or body, such invalidity or unenforceability shall attach only <strong>to</strong><br />
such provision or condition. The validity of the remaining provisions and conditions shall not be affected<br />
thereby, and the Margin Agreement shall be valid and enforceable as if any such invalid or unenforceable<br />
provision or condition were not contained herein.<br />
13. Assignment<br />
We may assign Our rights and obligations under the Margin Agreement <strong>to</strong> any subsidiary, affiliate, or<br />
successor by merger or consolidation without notice <strong>to</strong> You or <strong>to</strong> any other entity after thirty (30) days’<br />
written notice <strong>to</strong> You. You may not assign <strong>Your</strong> rights and obligations under the Margin Agreement<br />
without first obtaining Our written consent. Any assignment in violation of this provision will be void.<br />
The Margin Agreement is binding upon You and <strong>Your</strong> heirs, execu<strong>to</strong>rs, administra<strong>to</strong>rs, successors, and<br />
permitted assigns, and it will benefit You and <strong>Your</strong> successors and permitted assigns, if any.<br />
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14. Amendment<br />
On prior or concurrent written notice <strong>to</strong> You, We may modify or rescind existing provisions or add new<br />
provisions <strong>to</strong> the Margin Agreement. By not closing and/or continuing <strong>to</strong> use <strong>Your</strong> <strong>Account</strong>, You confirm<br />
<strong>Your</strong> agreement <strong>to</strong> abide by the Margin Agreement as amended from time <strong>to</strong> time. Amendments will not<br />
affect rights or obligations either of Us incurs before the effective date of the amendment. No prior conduct,<br />
past practice, or oral statement by any VBS employee or agent can amend or modify this written agreement.<br />
15. <strong>Vanguard</strong> <strong>Brokerage</strong> <strong>Account</strong> Agreement<br />
All transactions in <strong>Your</strong> Margin <strong>Account</strong> are subject <strong>to</strong> the Margin Agreement and the Agreement in their<br />
entireties and any other disclosures, terms, and agreements relating <strong>to</strong> <strong>Your</strong> <strong>Account</strong> or <strong>to</strong> particular features<br />
or services offered in connection with <strong>Your</strong> <strong>Account</strong>, each as amended from time <strong>to</strong> time.<br />
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Initial Margin Risk Disclosure Statement<br />
<strong>Vanguard</strong> <strong>Brokerage</strong> Services (VBS) is providing this statement, in accordance with FINRA rules and<br />
regulations, <strong>to</strong> inform You of some important facts about purchasing securities on margin and <strong>to</strong> alert You <strong>to</strong><br />
the risks involved with margin Securities in a margin account. Before trading Securities in <strong>Your</strong> Margin <strong>Account</strong>,<br />
You should carefully review this Margin Risk Disclosure Statement. You should call VBS with any questions or<br />
concerns You may have with <strong>Your</strong> Margin <strong>Account</strong>.<br />
When You purchase Securities, You may pay for the Securities in full or You may borrow part of the purchase<br />
price from VBS. If You choose <strong>to</strong> borrow funds from VBS, You will open a margin account with Us. The Securities<br />
purchased are Our collateral for the loan <strong>to</strong> You. If the Securities in <strong>Your</strong> <strong>Account</strong> decline in value, so does the<br />
value of the collateral supporting the loan. As a result, VBS can take action by issuing a margin call and/or by selling<br />
Securities and Other Property in any of <strong>Your</strong> accounts held with VBS or any of its affiliates <strong>to</strong> satisfy minimum<br />
equity requirements.<br />
Before placing any trades in a margin account, it is important that You fully understand that this activity involves<br />
a high degree of risk. These risks include, but are not limited <strong>to</strong>, the following:<br />
You can lose more funds than You deposit in<strong>to</strong> <strong>Your</strong> Margin <strong>Account</strong>. If the Securities in <strong>Your</strong> Margin<br />
<strong>Account</strong> decline in value, You may be required <strong>to</strong> deposit additional funds or marginable Securities <strong>to</strong><br />
prevent VBS from selling those or other Securities in <strong>Your</strong> <strong>Account</strong>. Market conditions can magnify any<br />
potential for loss.<br />
You are fully liable for the funds that You have borrowed. During periods of extreme market volatility, it<br />
is possible that the market value of the Securities in <strong>Your</strong> Margin <strong>Account</strong> (assets held as collateral) may drop<br />
below <strong>Your</strong> loan value. If this occurs, You will be responsible for covering the deficit in <strong>Your</strong> <strong>Account</strong>. Whenever<br />
it is necessary for our protection or <strong>to</strong> satisfy a margin call, deficiency, debit, or other obligation owed Us, We<br />
may (but are not required <strong>to</strong>) sell, assign, and deliver all or any part of the Securities and Other Property securing<br />
<strong>Your</strong> obligations or close any or all transactions in any of <strong>Your</strong> VBS accounts or in any of <strong>Your</strong> accounts with<br />
Our affiliates.<br />
<strong>Vanguard</strong> <strong>Brokerage</strong> Services can force the sale of Securities and Other Property in <strong>Your</strong> <strong>Account</strong>. You<br />
are not entitled <strong>to</strong> choose which securities or other assets in <strong>Your</strong> <strong>Account</strong> will be liquidated or sold <strong>to</strong><br />
meet a margin call. If the equity in <strong>Your</strong> <strong>Account</strong> falls below the maintenance margin requirements, or VBS’s<br />
higher “house” maintenance margin requirements (see next item below), VBS reserves the right <strong>to</strong> sell the<br />
Securities and Other Property in <strong>Your</strong> <strong>Account</strong> <strong>to</strong> cover the margin deficiency. You will also be responsible<br />
for any shortfall in the <strong>Account</strong> after such sale. Because the Securities and Other Property in <strong>Your</strong> <strong>Account</strong> are<br />
collateral for the margin loan that has been granted <strong>to</strong> You, VBS has the right <strong>to</strong> decide which securities <strong>to</strong> sell<br />
in order <strong>to</strong> protect its interests.<br />
VBS can increase Our “house” maintenance margin requirements at any time without advance written<br />
notice. At this time, the minimum margin maintenance requirement is 35% for most marginable securities held<br />
at VBS. <strong>Your</strong> account would be at 35% equity under the following scenario: $100,000 market value – $65,000<br />
margin debt = 35% equity. However, maintenance requirements may vary for certain Securities. For example,<br />
VBS now requires a 50% or higher maintenance requirement for concentrated positions—that is, for margin<br />
accounts with a large percentage of holdings in a small number of securities or for a large amount of holdings<br />
in one particular industry group or sec<strong>to</strong>r. In addition, not all Securities held at VBS are marginable. Please note<br />
that we may change Our “house” maintenance margin requirements anytime and these changes will take<br />
effect immediately and result in the issuance of a maintenance margin call. <strong>Your</strong> failure <strong>to</strong> satisfy the call may<br />
cause VBS <strong>to</strong> liquidate or sell Securities and Other Property in <strong>Your</strong> <strong>Account</strong>. You should ascertain the margin<br />
requirements for a particular Security before placing a trade in a margin account. If You have any questions about<br />
Our margin requirements, call Us at 800-992-8327 on business days from 8 a.m. <strong>to</strong> 10 p.m. or<br />
on Saturdays from 9 a.m. <strong>to</strong> 4 p.m., Eastern time.<br />
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VBS can sell <strong>Your</strong> Securities and Other Property without contacting You. Some inves<strong>to</strong>rs mistakenly<br />
believe that a firm must contact them for a margin call <strong>to</strong> be valid and that the firm cannot liquidate Securities<br />
and Other Property in their accounts <strong>to</strong> meet the call unless the firm has contacted them first. This is not the<br />
case. VBS will attempt <strong>to</strong> notify you when a margin call exists, but is not required <strong>to</strong> do so. You will normally<br />
have up <strong>to</strong> five business days (two days for Exchange calls) <strong>to</strong> satisfy a margin call. However, even if You are<br />
contacted and given explicit instructions regarding the amount and payment deadline of <strong>Your</strong> margin call, VBS<br />
can still take necessary steps <strong>to</strong> protect its financial interests, including by selling Securities and Other<br />
Property in any of <strong>Your</strong> accounts held by VBS or any of its affiliates at any time without contacting You<br />
if We deem it necessary <strong>to</strong> mitigate the risk associated with adverse market fluctuations or otherwise.<br />
You are not entitled <strong>to</strong> an extension of time <strong>to</strong> meet a margin maintenance call. Although VBS may allow<br />
more time <strong>to</strong> meet a margin call under extenuating circumstances, You are not au<strong>to</strong>matically entitled<br />
<strong>to</strong> receive an extension.<br />
Short sales can result in unlimited liability. A short sale occurs when a client borrows a security and sells<br />
it with the expectation that the price of the security will fall. If the shares of a Security that you have sold short<br />
should no longer be available <strong>to</strong> borrow (are recalled) by VBS, <strong>Your</strong> <strong>Account</strong> will be subject <strong>to</strong> a manda<strong>to</strong>ry<br />
“buy-in” at current market prices for all or part of <strong>Your</strong> short positions, however high those prices might be.<br />
Therefore, before placing such trades, You should fully understand the risks and potentially adverse impact<br />
such trades might have on <strong>Your</strong> portfolio.<br />
Interest rates on margin debit balances may vary. Interest charged on any margin debit balances may<br />
be up <strong>to</strong> 3.00 percentage points above the <strong>Vanguard</strong> <strong>Brokerage</strong> Base Lending Rate. The interest period begins<br />
two business days before the beginning of each month and ends three business days before the following<br />
month’s end. At the close of each interest period during which credit was extended <strong>to</strong> You, an interest charge<br />
is computed by multiplying the average daily debit balance by the applicable schedule rate and by the number<br />
of days during which a debit balance was outstanding and then dividing by 360. If there has been a change<br />
in the <strong>Vanguard</strong> <strong>Brokerage</strong> Base Lending Rate, separate computations will be made with respect <strong>to</strong> each rate<br />
of charge for the appropriate number of days at each rate during the interest period. If not paid, the interest<br />
charge for credit extended <strong>to</strong> <strong>Your</strong> <strong>Account</strong> at the close of the interest period is added <strong>to</strong> the opening debit<br />
balance for the next period. If there is a cash balance in both <strong>Your</strong> cash and margin accounts, interest will be<br />
calculated on the combined debit balance for that currency and charged <strong>to</strong> the Margin <strong>Account</strong>.<br />
Generally, You will not receive interest on any credit balances in <strong>Your</strong> short account because such credit<br />
collateralizes the s<strong>to</strong>ck borrowed for delivery against the short sale.<br />
All trades will be executed through <strong>Your</strong> Margin <strong>Account</strong>. All securities must be held in <strong>Your</strong> Margin<br />
<strong>Account</strong>. Purchases of open-end mutual funds and <strong>Vanguard</strong> ETFs will settle in <strong>Your</strong> cash account and after<br />
30 days be journaled in<strong>to</strong> <strong>Your</strong> Margin <strong>Account</strong>.<br />
Information about the rules, regulations, and risks of investing on margin is available online at the<br />
FINRA website at finra.org. We strongly urge You <strong>to</strong> access this site for additional information and<br />
disclosure or call Us at 800-992-8327 on business days from 8 a.m. <strong>to</strong> 10 p.m. or on Saturdays from<br />
9 a.m. <strong>to</strong> 4 p.m., Eastern time.<br />
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Margin Disclosure of Credit Terms and Policies<br />
General Margin Policies<br />
The amount of credit that may be extended by VBS and the terms of such extension are governed by rules of the<br />
Federal Reserve Board, FINRA, and the New York S<strong>to</strong>ck Exchange, Inc., within the guidelines of these rules and<br />
subject <strong>to</strong> adjustment required by changes in such rules and Our business judgment.<br />
VBS establishes certain policies with respect <strong>to</strong> margin accounts. VBS may require the deposit of additional<br />
acceptable collateral at any time. Margin account equity is the current market value of Securities and Other<br />
Property deposited as security less the amount owed VBS for credit extended at its discretion. It is Our general<br />
policy <strong>to</strong> require margin account holders <strong>to</strong> maintain equity in their accounts of the greater of 35% of the current<br />
market value or $3 per share for common s<strong>to</strong>ck. VBS applies other standards for other types of Securities. For<br />
instance, Securities valued at less than $5 per share must initially be paid for in full. Also, certain Securities may be<br />
ineligible for margin credit from time <strong>to</strong> time.<br />
For information with respect <strong>to</strong> general margin maintenance policies for municipal bonds, corporate bonds, U.S.<br />
Treasury notes and bonds, and other securities, as well as information about the eligibility of particular securities<br />
for margin credit, please contact VBS at 800-992-8327.<br />
Notwithstanding the above general policies, VBS reserves the right, at its discretion, <strong>to</strong> require the deposit of<br />
additional collateral and <strong>to</strong> set required margin at a higher or lower amount with respect <strong>to</strong> particular accounts or<br />
classes of accounts as it deems necessary. In making these determinations, VBS may take in<strong>to</strong> account various<br />
fac<strong>to</strong>rs including the size of the account, the liquidity of a position, concentrations of Securities in an account, or<br />
a decline in creditworthiness. If You fail <strong>to</strong> meet a margin call in a timely manner, some or all of <strong>Your</strong> positions<br />
may be liquidated by VBS at then-current market prices.<br />
Credit Disclosure<br />
Cash <strong>Account</strong>s<br />
Cash accounts may be subject, at VBS’s discretion, <strong>to</strong> interest on any debit balances in U.S. dollars or any<br />
other currency resulting from failure <strong>to</strong> make payment in full for securities purchased, from failure <strong>to</strong> timely<br />
deliver securities sold, from proceeds of sales paid prior <strong>to</strong> settlement date, or for other charges which may<br />
be made <strong>to</strong> the account.<br />
Margin <strong>Account</strong>s<br />
Purchases of Securities on credit, commonly known as margin purchases, enable You <strong>to</strong> increase the buying<br />
power of <strong>Your</strong> equity and thus increase the potential for profit or loss. A portion of the purchase price is deposited<br />
when buying securities on margin, and VBS extends credit for the remainder. This loan appears as a debit balance<br />
in U.S. dollars or any other currency on <strong>Your</strong> monthly account statement. VBS charges interest on the debit<br />
balance in U.S. dollars or any other currency and requires you <strong>to</strong> maintain Securities and Other Property <strong>to</strong> secure<br />
repayment of funds advanced and interest due.<br />
Interest will be charged in the appropriate currency for any credit extended <strong>to</strong> You for the purpose of buying,<br />
trading, or carrying any Securities, for any cash withdrawals made against the collateral of Securities, or for any<br />
other extension of credit. When funds are paid in advance of settlement on the sale of Securities, interest will<br />
be charged in the appropriate currency on such amount from date of payment until the settlement date. In the<br />
event that any other charge is made <strong>to</strong> the account in U.S. dollars or any other currency for any reason,<br />
interest may be charged on the resulting debit balances.<br />
Interest You pay on the loan is paid <strong>to</strong> VBS.<br />
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Interest Rates<br />
Interest charged on any debit balances in cash accounts or on credit extended in margin accounts may be up<br />
<strong>to</strong> 3.00 percentage points above the <strong>Vanguard</strong> <strong>Brokerage</strong> Base Lending Rate for that currency. The <strong>Vanguard</strong><br />
<strong>Brokerage</strong> Base Lending Rate for each currency will be set with reference <strong>to</strong> commercially recognized interest<br />
rates, industry conditions relating <strong>to</strong> the extension of credit, and general credit market conditions. For a loan in<br />
a currency other than U.S. dollars, the <strong>Vanguard</strong> <strong>Brokerage</strong> Base Lending Rate will be set based on the abovereferenced<br />
criteria in the country whose currency is the basis of the loan. The <strong>Vanguard</strong> <strong>Brokerage</strong> Base Lending<br />
Rate for each currency will change without prior notice. When the <strong>Vanguard</strong> <strong>Brokerage</strong> Base Lending Rate for a<br />
particular currency changes during an interest period, interest will be calculated according <strong>to</strong> the number of days<br />
each rate is in effect during that period. If the rate of interest charged <strong>to</strong> You increases for any reason other than<br />
a change in the Base Rate, You will be notified at least 30 days in advance.<br />
Interest Period<br />
The interest period begins two business days before the beginning of each month and ends three business days<br />
before the following month’s end. Accordingly, the interest charges for the period as shown on <strong>Your</strong> monthly<br />
statement are based only on the daily net debit and credit balances for the interest period.<br />
Method of Interest Computation<br />
At the close of each interest period during which credit was extended <strong>to</strong> You, an interest charge is computed by<br />
multiplying the average daily debit balance for that currency by the applicable schedule rate and by the number<br />
of days during which a debit balance was outstanding and then dividing by 360. If there has been a change in the<br />
<strong>Vanguard</strong> <strong>Brokerage</strong> Base Lending Rate for that currency, separate computations will be made with respect <strong>to</strong> each<br />
rate of charge for the appropriate number of days at each rate during the interest period. If not paid, the interest<br />
charge for credit extended <strong>to</strong> <strong>Your</strong> <strong>Account</strong> at the close of the interest period is added <strong>to</strong> the opening debit balance<br />
for that currency for the next interest period.<br />
With the exception of credit balances in <strong>Your</strong> short account, all other credit and debit balances in the same<br />
currency will be combined daily, and interest will be charged on the resulting average daily net debit balances<br />
for that currency for the interest period. Credit balances will not be combined or netted with debit balances in a<br />
different currency. If there is a cash balance in both <strong>Your</strong> cash and margin accounts, interest will be calculated<br />
on the combined debit balance for that currency and charged <strong>to</strong> the Margin <strong>Account</strong>.<br />
Any credit balance in <strong>Your</strong> short account is disregarded because such credit collateralizes the s<strong>to</strong>ck borrowed for<br />
delivery against the short sale. Such credit is disregarded even if You should be long in the same position in <strong>Your</strong><br />
Margin <strong>Account</strong> (for instance, short sale against the box). If the security that You sold short (or sold short against the<br />
box) appreciates in market price over the selling price, interest will be charged in U.S. dollars or any other currency on<br />
the appreciation in value. Correspondingly, if the security that You sold short depreciates in market price, the interest<br />
charged will be reduced since <strong>Your</strong> average debit balance will decline. This practice is known as “marking-<strong>to</strong>-themarket.”<br />
Daily, a closing price is used <strong>to</strong> determine any appreciation or depreciation of the security sold short.<br />
If <strong>Your</strong> <strong>Account</strong> is short shares of s<strong>to</strong>ck on the record date of a dividend or other distribution, however such<br />
short position occurs, on the following business day, <strong>Your</strong> <strong>Account</strong> will be charged the amount of the dividend or<br />
other distribution.<br />
Deposits of Collateral, Lien on <strong>Account</strong>s, and Liquidation<br />
In the event that additional collateral is requested, You may deposit funds or acceptable Securities in<strong>to</strong> <strong>Your</strong> Margin<br />
<strong>Account</strong>. If satisfac<strong>to</strong>ry collateral is not promptly deposited after a request is made, VBS may, at its discretion,<br />
liquidate Securities and Other Property held in any of <strong>Your</strong> VBS accounts or in any account held by its affiliates. In<br />
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this connection, pursuant <strong>to</strong> Our <strong>Account</strong> Agreement and Margin Agreement, VBS retains a security interest in the<br />
Securities and Other Property held in <strong>Your</strong> <strong>Account</strong>s, including Securities held for safekeeping so long as any credit<br />
extended remains outstanding.<br />
Callable Securities<br />
Securities that are held for <strong>Your</strong> <strong>Account</strong> and that are in “street name,” or are being held by a securities<br />
deposi<strong>to</strong>ry, are commingled with the same securities being held for other clients of financial organizations and for<br />
VBS’s own clients. <strong>Your</strong> ownership of these Securities is reflected in Our records. You have the right at any time<br />
<strong>to</strong> require delivery <strong>to</strong> You of any such Securities that are fully paid for or are in excess of margin requirements.<br />
The terms of many bonds allow the issuer <strong>to</strong> partially redeem or “call” the issue prior <strong>to</strong> maturity date. Certain<br />
preferred s<strong>to</strong>cks are also subject <strong>to</strong> being called by the issuer. Whenever any such Security being held by Us is<br />
partially “called,” We will determine, through a random selection procedure as prescribed by New York S<strong>to</strong>ck<br />
Exchange ® rules, the ownership of the Securities <strong>to</strong> be submitted for redemption without regard <strong>to</strong> unsettled<br />
sales. In the event that such Securities owned by You are selected and redeemed, <strong>Your</strong> <strong>Account</strong> will be credited<br />
with the proceeds.<br />
Should You not wish <strong>to</strong> be subject <strong>to</strong> this random selection process, You must instruct VBS <strong>to</strong> deliver <strong>Your</strong><br />
securities <strong>to</strong> You. Delivery will be effected provided, of course, that <strong>Your</strong> position is unencumbered or had not<br />
already been called by the issuer as described prior <strong>to</strong> receipt by VBS of <strong>Your</strong> instructions. The probability of<br />
one of <strong>Your</strong> Securities being called is the same whether they are held by You or by VBS for You.<br />
Miscellaneous Credits<br />
VBS credits <strong>to</strong> <strong>Your</strong> <strong>Account</strong> funds belonging <strong>to</strong> You such as dividends, interest, redemptions, and proceeds of<br />
corporate reorganizations on the day such funds are received by Us. These funds come <strong>to</strong> Us from issuers and<br />
various intermediaries in which We are participants, such as the Deposi<strong>to</strong>ry Trust Company. Periodically, certain<br />
of those intermediaries pass on <strong>to</strong> their participants some or all of the interest earned on funds while in the<br />
possession of the intermediary. To the extent VBS receives such payments, We retain them.<br />
Information regarding when VBS credits <strong>Your</strong> <strong>Account</strong> with funds due <strong>to</strong> You, when those funds are available<br />
<strong>to</strong> You, and/or when You begin earning interest on those funds is available from VBS.<br />
Substitute Payments<br />
To the extent VBS determines (in accordance with federal income tax regulations) that <strong>Your</strong> Securities have been<br />
loaned, certain payments You receive with respect <strong>to</strong> such loaned Securities will be reclassified as “substitute<br />
payments.” The tax consequences of receiving substitute payments may be different than the tax consequences of<br />
receiving payments made by an issuer of an underlying security. For instance, a dividend received by an individual<br />
may be taxed at a preferential rate if the dividend is a qualified dividend. Whereas if an individual receives a substitute<br />
payment, the preferential rate for qualified dividends will not apply. Individuals may also be affected if certain<br />
payments (such as exempt-interest dividends, capital gains distributions, return of capital, and foreign tax credit<br />
dividends) are reclassified as substitute payments. Corporate taxpayers could also be affected because the dividendsreceived<br />
deduction is not available with respect <strong>to</strong> substitute payments. We suggest You contact <strong>Your</strong> tax advisor<br />
<strong>to</strong> discuss the tax treatment of substitute payments. As permitted under <strong>Your</strong> Margin Agreement, VBS may lend<br />
shares in <strong>Your</strong> <strong>Account</strong> when <strong>Your</strong> <strong>Account</strong> has a debit balance. In the instance where Securities are on loan over<br />
an ex-dividend date, VBS may issue a substitute payment <strong>to</strong> the <strong>Account</strong> in lieu of the dividend and, subsequently,<br />
a tax differential reimbursement. Substitute payments received in 2007 and forward, however, may be eligible for a<br />
reimbursement <strong>to</strong> the lender’s account only if the <strong>Account</strong> is open on the reimbursement date. Please note that these<br />
reimbursements are subject <strong>to</strong> change and may be eliminated without advance notification.<br />
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Connect with <strong>Vanguard</strong> ® > vanguard.com > 800-992-8327<br />
P.O. Box 1170<br />
Valley Forge, PA 19482- 1170<br />
Visa ® and Plus ® are trademarks of Visa International<br />
Service Association.<br />
<strong>Vanguard</strong> <strong>Brokerage</strong> Services is a division of <strong>Vanguard</strong><br />
Marketing Corporation, member FINRA.<br />
© 2011 The <strong>Vanguard</strong> Group, Inc.<br />
All rights reserved.<br />
VAADBC 122011