Common use of Plan Recordkeeping Clause in Contracts

Plan Recordkeeping. (i) The Agent shall maintain records for the Plans and for the participants and beneficiaries thereof reflecting all shares of the Vanguard Funds purchased and redeemed by the Plans based on participant-level transactions (including the date and price for all transactions and share balances) and all reinvestments by the Plans of dividends and capital gains distributions paid by the Vanguard Funds. The Agent shall reconcile on each day that the New York Stock Exchange is open for trading (a “Business Day”) all transactions by the Plans involving shares of the Vanguard Funds (including purchases, redemptions, and reinvestments of dividends and capital gains distributions) with the corresponding participant-level transactions on the Agent’s defined contribution plan record-keeping system. It is understood that the Agent’s maintenance of participant-level account records for a Plan is done as the agent for a Plan and not as the agent for Vanguard or any of its affiliates. (ii) The Agent shall promptly notify Vanguard if the Agent experiences difficulty in maintaining participant-level records described above in an accurate and complete manner. The Agent agrees to furnish Vanguard with such information as Vanguard may reasonably request from time to time in order for Vanguard to verify the Agent’s compliance with the terms of this Agreement (including, without limitation, periodic certifications confirming the provision of the Agent’s record-keeping services to the Plans in a manner consistent with the terms of this Agreement).