Vanguard Fund Services Agreement

This agreement may be terminated by mutual agreement of the Acquisition Fund and the Acquired Fund. In addition, this agreement may be terminated as follows on the closing date: Vanguard will systematically monitor the frequent trading of institutional clients` accounts. If we discover suspicious business activity, we will review and take appropriate action, including the application of the 30-day directive described above on a customer`s accounts, the prohibition of a customer`s purchase of shares of funds and/or the revocation of the client`s exchange privilege. The U.S. Value Fund can invest up to 15% of its net assets in illiquid securities. Illiquid securities are investments whose fund reasonably expects that they will not be sold or sold within seven calendar days or less under current market conditions, without the sale or sale significantly altering the market value of the investment. A conversion between the equity classes of the same fund is a fund the funds have identical basic strategies, except in terms of investment objectives and industrial concentration. With respect to investment objectives, the investment objective of the U.S. Value fund is not fundamental, so any change does not require shareholder approval. The investment objective of the value index fund is fundamental, so any substantial change in shareholder investment would require shareholder approval. With respect to industry concentration, the U.S.

Value Fund will not focus its investments on securities issued by issuers whose core business is in the same sector or group. The value index fund does not focus its investments on securities issued by issuers whose core business is in the same sector or group, unless necessary to reconcile the composition of its target index. This policy of industrial concentration is fundamental and can only be changed with the agreement of shareholders. Because of these differences, we are working to get shareholders` approval on the reorganization. If the reorganization is approved by shareholders, the U.S. Value Fund will merge into the value index fund, which will maintain its industrial concentration policy. Funds are classified as diversified under the Investment Company Act of 1940 (the "1940 Act"). A poor selection of collateral will lead the Fund to deal with relevant benchmarks or other funds with a similar investment objective. Based on data from the last year each fund was closed, the combined fund could, after the reorganization (i.e. net realized and unrealized profits minus capital loss carry-forwards) generate more net profits (on a proportionate basis) than the U.S. value fund without reorganization, which could lead to us Value Fund shareholders, after the reorganization, getting larger capital gains rather than they would in the absence of the reorganization.

The actual impact of the reorganization on fund losses and future capital gains distributions depends on the net assets, net profits/losses realized and the unrealized net earnings/losses of each fund at the time of the reorganization, as well as the timing and amount of profits and losses recorded by the index value fund after the reorganization, and therefore cannot be determined accurately at this time. NOW, Therefore, taking into account the premises and agreements outlined below, the parties agree that fair value prices can be used for domestic securities - for example, if (1) trading in a security is halted and does not resume until the fund price time or guarantee is negotiated over the course of a day, and (2) that the fund thinks enough about the security that could influence the price.

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