Common use of Eligibility Policies and Procedures Clause in Contracts

Eligibility Policies and Procedures. Exhibit D, as it may be modified by Vanguard from time to time, identifies all Retail MMFs offered by Vanguard. The Intermediary agrees that it will: (1) adopt policies and procedures reasonably designed to limit beneficial owners of Retail MMFs to natural persons, as such terms are defined in Rule 2a-7, and as further clarified in the Rule’s adopting release and any SEC staff guidance modifying the rule, from time to time; (2) take commercially reasonable efforts to ensure that all current and future beneficial owners of such Retail MMF shares are natural persons; (3) maintain documentation sufficient to demonstrate that a natural person beneficially owns each Account held in a Retail MMF (Annex A sets forth the types of documentation sufficient to determine that a natural person beneficially owns an Account held in a Retail MMF); (4) promptly redeem any Retail MMF shares of Clients or Plans who do not qualify as natural persons, or, in the event the Intermediary cannot redeem shares held by ineligible Clients or Plans, promptly notify Vanguard and comply with any requests from Vanguard relating to the involuntary redemption of such shares; and (5) upon reasonable request of Vanguard, provide copies or a summary of the policies, procedures and internal controls required under subsection A.(1) above and information or certification as to the adequacy of such procedures and the effectiveness of their implementation, in such form as may be reasonably satisfactory to Vanguard.

Eligibility Policies and Procedures. Exhibit DAttachment A, as it may be modified by Vanguard from time to time, identifies all Retail MMFs offered by Vanguard. The Intermediary agrees that it or the Underlying Intermediary, if any, will: (1) adopt policies and procedures reasonably designed to limit beneficial owners of Retail MMFs to natural persons, as such terms are defined in Rule 2a-7, and as further clarified in the Rule’s adopting release and any SEC staff guidance modifying the rule, from time to time; (2) take commercially reasonable efforts to ensure that all current and future beneficial owners of such Retail MMF shares are natural persons; (3) maintain documentation sufficient to demonstrate that a natural person beneficially owns each Account held in a Retail MMF (Annex A sets forth the types of documentation sufficient to determine that a natural person beneficially owns an Account held in a Retail MMF); (4) promptly redeem any Retail MMF shares of Clients or Plans who do not qualify as natural persons, or, in the event the Intermediary or the Underlying Intermediary cannot redeem shares held by ineligible Clients or Plans, promptly notify Vanguard and comply with any requests from Vanguard relating to the involuntary redemption of such shares; and (5) upon reasonable request of Vanguard, provide copies or a summary of the policies, procedures and internal controls required under subsection A.(1) above and information or certification as to the adequacy of such procedures and the effectiveness of their implementation, in such form as may be reasonably satisfactory to Vanguard.