Common use of MARKETING MATERIALS AND REPRESENTATIONS Clause in Contracts

MARKETING MATERIALS AND REPRESENTATIONS. (a) The Participant represents, warrants, and agrees that it will not make any representations concerning Vanguard ETF Shares other than those contained in the Funds' then-current Prospectus or in any promotional materials or sales literature furnished or approved by the Distributor. The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to Vanguard ETF Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs, or other similar materials), except information and materials furnished to the Participant by the Distributor or approved in writing by the Distributor. (b) Notwithstanding the foregoing, the Participant may without the written approval of the Distributor prepare and circulate in the regular course of its business research reports that include information, opinions, or recommendations relating to Vanguard ETF Shares (i) for public dissemination, provided that such research reports compare the relative merits and benefits of Vanguard ETF Shares with other products and are not used for purposes of marketing Vanguard ETF Shares and (ii) for internal use by the Participant.