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V ANGUARD A DVISERS,I NC.
<br />V ANGUARD I NSTITUTIONAL A DVISORY S ERVICES
<br />D ISCRETIONARY I NVESTMENT M ANAGEMENT A GREEMENT
<br />Client(s) (hereinafter collectively referred to as “Client”): City of La Porte
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<br />Client hereby engages Vanguard Institutional Advisory Services (“VIAS”), an operating division of
<br />Vanguard Advisers, Inc. (“VAI”), as a discretionary investment agent for the assets described on
<br />Schedule A, on any requisite Vanguard Forms associated herewith, and any future registrations
<br />designated by Client in writing (hereinafter collectively referred to as the “Portfolio”). This Agreement
<br />will not cover any registrations, or portion thereof, specifically excluded on Schedule A or subsequently
<br />removed from the Portfolio by Client or VIAS in writing. The following terms and conditions will
<br />apply to this Agreement:
<br />
<br />1. Client Representation. Client represents and warrants the following:
<br />a. Client has adopted the Public Agencies Post-Retirement Health Care Plan Trust
<br />Agreement, effective November 1, 2005, as amended and restated as of May 16, 2007
<br />(“Trust Agreement”), and thereby represents that it is a public agency of a state, a political
<br />subdivision of a state, or an entity the income of which is excludible from gross income
<br />under Section 115 of the Internal Revenue Code of 1986, as amended from time to time.
<br />Further in adopting the Trust Agreement, Client has elected a directed investment approach
<br />through which it may retain its own investment manager.
<br />b. Client is duly organized, validly existing, and in good standing under the laws by which it
<br />is governed.
<br />c. Client has all of the requisite power and authority to execute and deliver this Agreement
<br />and to perform its obligations under this Agreement.
<br />d. Client has provided or attached to this Agreement a Vanguard Organization Resolution
<br />Form, a validly certified copy of a resolution of Client’s Board authorizing officers,
<br />employees, or other agents of such Client to act for and on its behalf under this Agreement,
<br />or such other form as may be approved for use by VIAS for authorizing officers,
<br />employees, or other agents of such Client to act for and on its behalf under this Agreement.
<br />e. On behalf of the Portfolio, Client has full authority to control or manage the assets, receive
<br />investment advice, make and approve investment decisions, give instructions, retain
<br />investment agents and delegate investment management authority to investment agents.
<br />f. Client will promptly notify VIAS of any event that could alter any certification made by
<br />Client in this Agreement.
<br />
<br />2. VIAS Representation. VIAS represents and discloses the following:
<br />a. VIAS is a division of VAI, a registered investment adviser. VIAS is responsible for
<br />providing the services to Client under this Agreement and will perform said services in
<br />accordance with applicable federal and state laws.
<br />b. VAI is a Pennsylvania corporation and an investment adviser registered with the Securities
<br />and Exchange Commission (“SEC”). VAI is a wholly owned subsidiary of Goliath, Inc.,
<br />which in turn is a wholly owned subsidiary of The Vanguard Group, Inc. (“Vanguard”),
<br />maintaining its principal place of business in Chester County, Pennsylvania.
<br />c. VAI has satisfied the requirement under the Investment Advisers Act of 1940 to file Form
<br />ADV with the SEC and has provided a copy of Part II, or its equivalent thereof, to Client.
<br />Form ADV provides additional information about VAI and its investment advisory
<br />services.
<br />
<br />3. Client Responsibilities. Client shall analyze its current investments, investment objectives, risk
<br />tolerance, tax circumstances, spending requirements, and other relevant factors and select an
<br />investment strategy for the Portfolio from among the four asset allocations recommended by VIAS, the
<br />Fixed Income, Conservative, Balanced, and Growth Strategies (the particular allocations for the four
<br />Strategies as of the date of this Agreement are set forth in Schedule B). In providing services under
<br />this Agreement, VIAS will rely on the information provided by Client without any duty or obligation
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