Common use of Conversion Plan Clause in Contracts

Conversion Plan. If the Firm, as part of its conversion to NETWORKING, requires that street name house accounts be re-registered into individual accounts, the Firm shall cooperate with Vanguard to establish and implement a mutually acceptable “Conversion Plan,” which shall include the following: (a) Conversions of accounts in equity Vanguard Funds shall occur with a current day trade date and cannot occur on any record date for a distribution. (b) Conversions of accounts in daily dividend Vanguard Funds can only occur with a current-day trade date or as of the last business day of the immediately preceding month. If such last business day is a Friday, the Firm must agree to receive the supplemental dividends paid on such accounts after conversion by check and to transmit such dividend payment to Vanguard via Fund/SERV for reinvestment as a purchase on a current-day (not as-of) basis. In such event, the Firm shall be responsible for determining the appropriate allocation of such dividends among Shareholders. (c) Each new NETWORKING Account to which a credit transfer is requested by the Firm (a “sub-account credit transfer”) must be a Matrix Level 0 Trust Processing account. If any such “to” account is not a Matrix Level 0 Trust Processing account, such sub-account credit transfer will be rejected back to the Firm. (d) Any order for the redemption of shares or exchange out of a Vanguard Fund that is rejected back to the Firm or suspended by Vanguard as a result of the Firm’s conversion to NETWORKING may, in Vanguard’s sole discretion, be accorded a trade date (and corresponding trade price) that is the date of receipt of the order by the Firm (T) if all of the following conditions are satisfied; provided, however, that such processing shall be available only for transactions submitted by the Firm through the second business day following conversion: (i) Vanguard calls the Firm not later than 8:30 a.m. Eastern time on T+1 to notify the Firm of the rejection or suspension and of the Firm’s need to resubmit the order on T+1; (ii) If deemed appropriate by Vanguard, Vanguard authorizes the Firm to resubmit such order for processing with a trade date of T; and (iii) Such order is resubmitted on T+1 via telephone to (▇▇▇) ▇▇▇-▇▇▇▇, facsimile to (▇▇▇) ▇▇▇-▇▇▇▇ or, if the Firm has entered into a DCC&S VVIF Agreement with Vanguard, NSCC Cycle 12, as the Firm may elect, and in any event is received by Vanguard not later than 10:00 a.m. Eastern time on T+1; alternatively, the Firm may authorize Vanguard to process an adjustment in the Firm’s Account with respect to such order, reflecting a trade date of T. (e) Orders suspended by Vanguard as a result of the Firm’s conversion to NETWORKING will be settled through the NSCC, and orders rejected back to the Firm as a result of the Firm’s conversion to NETWORKING will be settled in accordance with the manual settlement procedures set forth in the Operating and Contingency Procedures attached to the DCC&S VVIF Agreement.

Conversion Plan. If the Firm, as part of its conversion to NETWORKING, requires that street name house accounts be re-registered into individual accounts, the Firm shall cooperate with Vanguard to establish and implement a mutually acceptable “Conversion Plan,” which shall include the following: (a) Conversions of accounts in equity Vanguard Funds shall occur with a current current-day trade date and cannot occur on any record date for a distribution. (b) Conversions of accounts in daily dividend Vanguard Funds can only occur with a current-day trade date or as of the last business day of the immediately preceding month. If such last business day is a Friday, the Firm must agree to receive the supplemental dividends paid on such accounts after conversion by check and to transmit such dividend payment to Vanguard via Fund/SERV for reinvestment as a purchase on a current-day (not as-of) basis. In such event, the Firm shall be responsible for determining the appropriate allocation of such dividends among Shareholders. (c) Each new NETWORKING Account to which a credit transfer is requested by the Firm (a “sub-account credit transfer”) must be a Matrix Level 0 Trust Processing account. If any such “to” account is not a Matrix Level 0 Trust Processing account, such sub-account credit transfer will be rejected back to the Firm. (d) Any order for the redemption of shares or exchange out of a Vanguard Fund that is rejected back to the Firm or suspended by Vanguard as a result of the Firm’s conversion to NETWORKING may, in Vanguard’s sole discretion, be accorded a trade date (and corresponding trade price) that is the date of receipt of the order by the Firm (T) if all of the following conditions are satisfied; provided, however, that such processing shall be available only for transactions submitted by the Firm through the second business day following conversion: (i) Vanguard calls the Firm not later than 8:30 a.m. Eastern time on T+1 to notify the Firm of the rejection or suspension and of the Firm’s need to resubmit the order on T+1; (ii) If deemed appropriate by Vanguard, Vanguard authorizes the Firm to resubmit such order for processing with a trade date of T; and (iii) Such order is resubmitted on T+1 via telephone to (▇▇▇) ▇▇▇-▇▇▇▇, facsimile to (▇▇▇) ▇▇▇-▇▇▇▇ or, if the Firm has entered into a DCC&S VVIF Agreement with Vanguard, NSCC Cycle 12, as the Firm may elect, and in any event is received by Vanguard not later than 10:00 a.m. Eastern time on T+1; alternatively, the Firm may authorize Vanguard to process an adjustment in the Firm’s Account with respect to such order, reflecting a trade date of T.T. such trade to be disruptive or detrimental to the applicable Vanguard Fund. Any trade so rejected will be accorded a trade date of T+1, subject to applicable Large or Qualifying Transaction limitations set forth in the DCC&S VVIF Agreement. (e) Orders suspended by Vanguard as a result of the Firm’s conversion to NETWORKING will be settled through the NSCC, and orders rejected back to the Firm as a result of the Firm’s conversion to NETWORKING will be settled in accordance with the manual settlement procedures set forth in the Operating and Contingency Procedures attached to the DCC&S VVIF Agreement.