Vanguard Admiral Funds®

Vanguard Index Funds

Vanguard World Fund
Vanguard Tax-Managed Funds ®
Vanguard Variable Insurance Funds

Supplement Dated June 5, 2024, to the Statement of Additional Information

Important Changes to Vanguard Admiral Funds

Vanguard S&P Mid-Cap 400 Index Fund, Vanguard S&P Mid-Cap 400 Growth Index Fund, and Vanguard S&P
Mid-Cap 400 Value Index Fund

Effective immediately, Awais Khan will no longer serve as portfolio manager of Vanguard S&P Mid-Cap Index Fund,
Vanguard S&P Mid-Cap 400 Growth Index Fund, and Vanguard S&P Mid-Cap 400 Value Index Fund (the Funds).

Kenny Narzikul will continue to manage the Funds.

Each Fund’s investment objective, strategies, and policies remain unchanged.

Important Changes to Vanguard Index Funds

Vanguard Mid-Cap Index Fund, Vanguard Mid-Cap Growth Index Fund, and Vanguard Mid-Cap Value Index Fund

Effective immediately, Awais Khan will no longer serve as portfolio manager of Vanguard Mid-Cap Index Fund,
Vanguard Mid-Cap Growth Index Fund, and Vanguard Mid-Cap Value Index Fund (the Funds).

Aaron Choi and Aurélie Denis will continue to co-manage the Funds.

Each Fund’s investment objective, strategies, and policies remain unchanged.

Important Changes to Vanguard World Fund

Vanguard Communication Services Index Fund, Vanguard Consumer Discretionary Index Fund, Vanguard
Consumer Staples Index Fund, Vanguard Energy Index Fund, and Vanguard Utilities Index Fund

Effective immediately, Awais Khan will no longer serve as portfolio manager of Vanguard Communication Services
Index Fund, Vanguard Consumer Discretionary Index Fund, Vanguard Consumer Staples Index Fund, Vanguard
Energy Index Fund, and Vanguard Utilities Index Fund (the Funds).

Nick Birkett will continue to manage Vanguard Consumer Discretionary Index Fund, Vanguard Consumer Staples Index
Fund, and Vanguard Energy Index Fund.

Walter Nejman will continue to manage Vanguard Communication Services Index Fund and Vanguard Utilities Index
Fund.

Each Fund’s investment objective, strategies, and policies remain unchanged.

Important Changes to Vanguard Tax-Managed Funds

Vanguard Tax-Managed Capital Appreciation Fund

Effective immediately, Awais Khan will no longer serve as portfolio manager of Vanguard Tax-Managed Capital
Appreciation Fund (the Fund).

Walter Nejman will continue to manage the Fund.

The Fund’s investment objective, strategies, and policies remain unchanged.

Important Changes to Vanguard Variable Insurance Funds

Vanguard Variable Insurance Funds—Mid-Cap Index Portfolio

Effective immediately, Awais Khan will no longer serve as portfolio manager of Vanguard Variable Insurance
Funds—Mid-Cap Index Portfolio (the Portfolio).

Aaron Choi will continue to manage the Portfolio.

The Portfolio’s investment objective, strategies, and policies remain unchanged.

Statement of Additional Information Text Changes

All references to Awais Khan in the Statement of Additional Information are hereby deleted in their entirety.

© 2024 The Vanguard Group, Inc. All rights reserved.

Vanguard Marketing Corporation, Distributor. SAI PMA 062024
Vanguard Funds

Supplement Dated May 10, 2024, to the Statement of Additional Information

Important Change to Vanguard Funds’ Boards of Trustees

Deanna Mulligan resigned from the boards of trustees of the Vanguard funds effective May 3, 2024.

© 2024 The Vanguard Group, Inc. All rights reserved.

Vanguard Marketing Corporation, Distributor. SAI ALL4 052024
 PART B
VANGUARD® INDEX FUNDS
STATEMENT OF ADDITIONAL INFORMATION
April 26, 2024
This Statement of Additional Information is not a prospectus but should be read in conjunction with a Fund’s current
prospectus (dated April 26, 2024). To obtain, without charge, a prospectus or the most recent Annual Report to
Shareholders, which contains the Fund’s financial statements as hereby incorporated by reference, please contact The
Vanguard Group, Inc. (Vanguard).
Phone: Investor Information Department at 800-662-7447
Online: vanguard.com
TABLE OF CONTENTS
Description of the Trust................................................................................................................................................................................ B-1
Fundamental Policies ................................................................................................................................................................................... B-4
Investment Strategies, Risks, and Nonfundamental Policies................................................................................................................... B-5
Share Price .................................................................................................................................................................................................... B-22
Purchase and Redemption of Shares ......................................................................................................................................................... B-22
Management of the Funds ........................................................................................................................................................................... B-24
Investment Advisory and Other Services ................................................................................................................................................... B-50
Portfolio Transactions .................................................................................................................................................................................. B-55
Proxy Voting .................................................................................................................................................................................................. B-57
Information About the ETF Share Class ..................................................................................................................................................... B-58
Financial Statements .................................................................................................................................................................................... B-65
Appendix A .................................................................................................................................................................................................... B-65

DESCRIPTION OF THE TRUST

Vanguard Index Funds (the Trust) currently offers the following funds and share classes (identified by ticker symbol):
Share Classes1
Institutional Institutional
Vanguard Fund2 Investor Admiral Institutional Plus Select ETF
Vanguard Total Stock Market Index Fund VTSMX VTSAX VITSX VSMPX VSTSX VTI3
Vanguard 500 Index Fund VFINX VFIAX — — VFFSX VOO3
Vanguard Extended Market Index Fund VEXMX VEXAX VIEIX VEMPX VSEMX VXF3
Vanguard Large-Cap Index Fund VLACX VLCAX VLISX — — VV3
Vanguard Mid-Cap Index Fund VIMSX VIMAX VMCIX VMCPX — VO3
Vanguard Small-Cap Index Fund NAESX VSMAX VSCIX VSCPX — VB3
Vanguard Value Index Fund VIVAX VVIAX VIVIX — — VTV3
Vanguard Mid-Cap Value Index Fund VMVIX VMVAX — — — VOE3
Vanguard Small-Cap Value Index Fund VISVX VSIAX VSIIX — — VBR3
Vanguard Growth Index Fund VIGRX VIGAX VIGIX — — VUG3
Vanguard Mid-Cap Growth Index Fund VMGIX VMGMX — — — VOT3
Vanguard Small-Cap Growth Index Fund VISGX VSGAX VSGIX — — VBK3
1 Individually, a class; collectively, the classes.
2 Individually, a Fund; collectively, the Funds.
3 Exchange: NYSE Arca.
The Trust has the ability to offer additional funds or classes of shares. There is no limit on the number of full and
fractional shares that may be issued for a single fund or class of shares.

B-1
Organization
The Trust was organized as a Pennsylvania business trust in 1975 and was reorganized as a Delaware statutory trust in
1998. The Trust is registered with the United States Securities and Exchange Commission (SEC) under the Investment
Company Act of 1940 (the 1940 Act) as an open-end management investment company. All Funds within the Trust are
classified as diversified within the meaning of the 1940 Act. Vanguard Growth Index Fund may become nondiversified
solely as a result of a change in relative market capitalization or index weightings of one or more constituents of its
target index.

Service Providers
Custodians. JPMorgan Chase Bank, N.A., 383 Madison Avenue, New York, NY 10179 (for Vanguard Extended Market
Index, Vanguard Mid-Cap Index, Vanguard Mid-Cap Growth Index, Vanguard Mid-Cap Value Index, Vanguard
Small-Cap Index, Vanguard Small-Cap Growth Index, Vanguard Small-Cap Value Index, and Vanguard Total Stock
Market Index Funds), State Street Bank and Trust Company, One Congress Street, Suite 1, Boston, MA 02114 (for
Vanguard 500 Index Fund), and Bank of New York Mellon, 240 Greenwich Street, New York, NY 10286 (for Vanguard
Growth Index, Vanguard Value Index, and Vanguard Large-Cap Index Funds). The custodians are responsible for
maintaining the Funds’ assets, keeping all necessary accounts and records of Fund assets, and appointing any foreign
subcustodians or foreign securities depositories.

Independent Registered Public Accounting Firm. PricewaterhouseCoopers LLP, Two Commerce Square, Suite
1800, 2001 Market Street, Philadelphia, PA 19103-7042, serves as the Funds’ independent registered public accounting
firm. The independent registered public accounting firm audits the Funds’ annual financial statements and provides
other related services.

Transfer and Dividend-Paying Agent. The Funds’ transfer agent and dividend-paying agent is Vanguard, P.O. Box
2600, Valley Forge, PA 19482.

Characteristics of the Funds’ Shares

Restrictions on Holding or Disposing of Shares. There are no restrictions on the right of shareholders to retain or
dispose of a Fund’s shares, other than those described in the Fund’s current prospectus and elsewhere in this
Statement of Additional Information. Each Fund or class may be terminated by reorganization into another mutual fund
or class or by liquidation and distribution of the assets of the Fund or class. Unless terminated by reorganization or
liquidation, each Fund and share class will continue indefinitely.

Shareholder Liability. The Trust is organized under Delaware law, which provides that shareholders of a statutory trust
are entitled to the same limitations of personal liability as shareholders of a corporation organized under Delaware law.
This means that a shareholder of a Fund generally will not be personally liable for payment of the Fund’s debts. Some
state courts, however, may not apply Delaware law on this point. We believe that the possibility of such a situation
arising is remote.

Dividend Rights. The shareholders of each class of a Fund are entitled to receive any dividends or other distributions
declared by the Fund for each such class. No shares of a Fund have priority or preference over any other shares of the
Fund with respect to distributions. Distributions will be made from the assets of the Fund and will be paid ratably to all
shareholders of a particular class according to the number of shares of the class held by shareholders on the record
date. The amount of dividends per share may vary between separate share classes of the Fund based upon differences
in the net asset values of the different classes and differences in the way that expenses are allocated between share
classes pursuant to a multiple class plan approved by the Fund’s board of trustees.

Voting Rights. Shareholders are entitled to vote on a matter if (1) the matter concerns an amendment to the
Declaration of Trust that would adversely affect to a material degree the rights and preferences of the shares of a Fund
or any class; (2) the trustees determine that it is necessary or desirable to obtain a shareholder vote; (3) a merger or
consolidation, share conversion, share exchange, or sale of assets is proposed and a shareholder vote is required by
the 1940 Act to approve the transaction; or (4) a shareholder vote is required under the 1940 Act. The 1940 Act requires
a shareholder vote under various circumstances, including to elect or remove trustees upon the written request of
shareholders representing 10% or more of a Fund’s net assets, to change any fundamental policy of a Fund (please see
Fundamental Policies), and to enter into certain merger transactions. Unless otherwise required by applicable law,
shareholders of a Fund receive one vote for each dollar of net asset value owned on the record date and a fractional
vote for each fractional dollar of net asset value owned on the record date. However, only the shares of a Fund or the

B-2
class affected by a particular matter are entitled to vote on that matter. In addition, each class has exclusive voting rights
on any matter submitted to shareholders that relates solely to that class, and each class has separate voting rights on
any matter submitted to shareholders in which the interests of one class differ from the interests of another. Voting rights
are noncumulative and cannot be modified without a majority vote by the shareholders.

Liquidation Rights. In the event that a Fund is liquidated, shareholders will be entitled to receive a pro rata share of the
Fund’s net assets. In the event that a class of shares is liquidated, shareholders of that class will be entitled to receive a
pro rata share of the Fund’s net assets that are allocated to that class. Shareholders may receive cash, securities, or a
combination of the two.

Preemptive Rights. There are no preemptive rights associated with the Funds’ shares.

Conversion Rights. Fund shareholders may convert their shares to another class of shares of the same Fund upon the
satisfaction of any then-applicable eligibility requirements, as described in the Fund’s current prospectus. ETF Shares
cannot be converted into conventional shares of a fund by a shareholder. For additional information about the
conversion rights applicable to ETF Shares, please see Information About the ETF Share Class.

Redemption Provisions. Each Fund’s redemption provisions are described in its current prospectus and elsewhere in
this Statement of Additional Information.

Sinking Fund Provisions. The Funds have no sinking fund provisions.

Calls or Assessment. Each Fund’s shares, when issued, are fully paid and non-assessable.

Shareholder Rights. Any limitations on a shareholder’s right to bring an action do not apply to claims arising under the
federal securities laws to the extent that any such federal securities laws, rules, or regulations do not permit such
limitations.

Tax Status of the Funds

Each Fund expects to qualify each year for treatment as a “regulated investment company” under Subchapter M of the
Internal Revenue Code of 1986, as amended (the IRC). This special tax status means that the Funds will not be liable
for federal tax on income and capital gains distributed to shareholders. In order to preserve its tax status, each Fund
must comply with certain requirements relating to the source of its income and the diversification of its assets. If a Fund
fails to meet these requirements in any taxable year, the Fund will, in some cases, be able to cure such failure, including
by paying a fund-level tax, paying interest, making additional distributions, and/or disposing of certain assets. If the Fund
is ineligible to or otherwise does not cure such failure for any year, it will be subject to tax on its taxable income at
corporate rates, and all distributions from earnings and profits, including any distributions of net tax-exempt income and
net long-term capital gains, will be taxable to shareholders as ordinary income. In addition, a Fund could be required to
recognize unrealized gains, pay substantial taxes and interest, and make substantial distributions before regaining its
tax status as a regulated investment company.

Dividends received and distributed by each Fund on shares of stock of domestic corporations (excluding Real Estate
Investment Trusts (REITs)) and certain foreign corporations generally may be eligible to be reported by the Fund, and
treated by individual shareholders, as “qualified dividend income” taxed at long-term capital gain rates instead of at
higher ordinary income tax rates. Individuals must satisfy holding period and other requirements in order to be eligible
for such treatment. Also, distributions attributable to income earned on a Fund’s securities lending transactions,
including substitute dividend payments received by a Fund with respect to a security out on loan, will not be eligible for
treatment as qualified dividend income.

Taxable ordinary dividends received and distributed by each Fund on its REIT holdings may be eligible to be reported
by the Fund, and treated by individual shareholders, as “qualified REIT dividends” that are eligible for a 20% deduction
on its federal income tax returns. Individuals must satisfy holding period and other requirements in order to be eligible
for this deduction. Without further legislation, the deduction would sunset after 2025. Shareholders should consult their
own tax professionals concerning their eligibility for this deduction.

Dividends received and distributed by each Fund on shares of stock of domestic corporations (excluding REITs) may be
eligible for the dividends-received deduction applicable to corporate shareholders. Corporations must satisfy certain
requirements in order to claim the deduction. Also, distributions attributable to income earned on a Fund’s securities
lending transactions, including substitute dividend payments received by a Fund with respect to a security out on loan,
will not be eligible for the dividends-received deduction.

B-3
Each Fund may declare a capital gain dividend consisting of the excess (if any) of net realized long-term capital gains
over net realized short-term capital losses. Net capital gains for a fiscal year are computed by taking into account any
capital loss carryforwards of the Fund. Capital losses may be carried forward indefinitely and retain their character as
either short-term or long-term.

FUNDAMENTAL POLICIES
Each Fund is subject to the following fundamental investment policies, which cannot be changed in any material way
without the approval of the holders of a majority of the Fund’s shares. For these purposes, a “majority” of shares means
shares representing the lesser of (1) 67% or more of the Fund’s net assets voted, so long as shares representing more
than 50% of the Fund’s net assets are present or represented by proxy or (2) more than 50% of the Fund’s net assets.

Borrowing. Each Fund may borrow money only as permitted by the 1940 Act or other governing statute, by the Rules
thereunder, or by the SEC or other regulatory agency with authority over the Fund.

Commodities. Each Fund may invest in commodities only as permitted by the 1940 Act or other governing statute, by
the Rules thereunder, or by the SEC or other regulatory agency with authority over the Fund.

Diversification. With respect to 75% of its total assets, each Fund may not (1) purchase more than 10% of the
outstanding voting securities of any one issuer or (2) purchase securities of any issuer if, as a result, more than 5% of
the Fund’s total assets would be invested in that issuer’s securities. This limitation does not apply to obligations of the
U.S. government or its agencies or instrumentalities.

For Vanguard Growth Index Fund only, with respect to 75% of its total assets, the Fund may not: (1) purchase more
than 10% of the outstanding voting securities of any one issuer or (2) purchase securities of any issuer if, as a result,
more than 5% of the Fund’s total assets would be invested in that issuer’s securities; except as may be necessary to
approximate the composition of its target index. This limitation does not apply to obligations of the U.S. government or
its agencies or instrumentalities.

Industry Concentration. Each Fund will not concentrate its investments in the securities of issuers whose principal
business activities are in the same industry or group of industries, except as may be necessary to approximate the
composition of its target index.

Investment Objective. The investment objective of each Fund may not be materially changed without a shareholder
vote.

Loans. Each Fund may make loans to another person only as permitted by the 1940 Act or other governing statute, by
the Rules thereunder, or by the SEC or other regulatory agency with authority over the Fund.

Real Estate. Each Fund may not invest directly in real estate unless it is acquired as a result of ownership of securities
or other instruments. This restriction shall not prevent a Fund from investing in securities or other instruments (1) issued
by companies that invest, deal, or otherwise engage in transactions in real estate or (2) backed or secured by real
estate or interests in real estate.

Senior Securities. Each Fund may not issue senior securities except as permitted by the 1940 Act or other governing
statute, by the Rules thereunder, or by the SEC or other regulatory agency with authority over the Fund.

Underwriting. Each Fund may not act as an underwriter of another issuer’s securities, except to the extent that the
Fund may be deemed to be an underwriter within the meaning of the Securities Act of 1933 (the 1933 Act), in
connection with the purchase and sale of portfolio securities.

Compliance with the fundamental policies previously described is generally measured at the time the securities are
purchased. Unless otherwise required by the 1940 Act (as is the case with borrowing), if a percentage restriction is
adhered to at the time the investment is made, a later change in percentage resulting from a change in the market value
of assets will not constitute a violation of such restriction. All fundamental policies must comply with applicable
regulatory requirements. For more details, see Investment Strategies, Risks, and Nonfundamental Policies.

None of these policies prevents the Funds from having an ownership interest in Vanguard. As a part owner of
Vanguard, each Fund may own securities issued by Vanguard, make loans to Vanguard, and contribute to Vanguard’s
costs or other financial requirements. See Management of the Funds for more information.

B-4
Shareholder approval will not be sought if Vanguard Growth Index Fund crosses from diversified to
nondiversified status in order to approximate the composition of its target index.

INVESTMENT STRATEGIES, RISKS, AND NONFUNDAMENTAL POLICIES

Some of the investment strategies and policies described on the following pages and in each Fund’s prospectus set
forth percentage limitations on a Fund’s investment in, or holdings of, certain securities or other assets. Unless
otherwise required by law, compliance with these strategies and policies will be determined immediately after the
acquisition of such securities or assets by the Fund. Subsequent changes in values, net assets, or other circumstances
will not be considered when determining whether the investment complies with the Fund’s investment strategies and
policies.

The following investment strategies, risks, and policies supplement each Fund’s investment strategies, risks, and
policies set forth in the prospectus. With respect to the different investments discussed as follows, each Fund may
acquire such investments to the extent consistent with its investment strategies and policies.

Borrowing. A fund’s ability to borrow money is limited by its investment policies and limitations; by the 1940 Act; and by
applicable exemptions, no-action letters, interpretations, and other pronouncements issued from time to time by the
SEC and its staff or any other regulatory authority with jurisdiction. Under the 1940 Act, a fund is required to maintain
continuous asset coverage (i.e., total assets including borrowings, less liabilities exclusive of borrowings) of 300% of the
amount borrowed, with an exception for borrowings not in excess of 5% of the fund’s total assets (at the time of
borrowing) made for temporary or emergency purposes. Any borrowings for temporary purposes in excess of 5% of the
fund’s total assets must maintain continuous asset coverage. If the 300% asset coverage should decline as a result of
market fluctuations or for other reasons, a fund may be required to sell some of its portfolio holdings within three days
(excluding Sundays and holidays) to reduce the debt and restore the 300% asset coverage, even though it may be
disadvantageous from an investment standpoint to sell securities at that time.

Borrowing will tend to exaggerate the effect on net asset value of any increase or decrease in the market value of a
fund’s portfolio. Money borrowed will be subject to interest costs that may or may not be recovered by earnings on the
securities purchased with the proceeds of such borrowing. A fund also may be required to maintain minimum average
balances in connection with a borrowing or to pay a commitment or other fee to maintain a line of credit; either of these
requirements would increase the cost of borrowing over the stated interest rate.

A borrowing transaction will not be considered to constitute the issuance, by a fund, of a “senior security,” as that term is
defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage
requirement otherwise applicable to borrowings by a fund, if the fund complies with Rule 18f-4 under the 1940 Act.

Common Stock. Common stock represents an equity or ownership interest in an issuer. Common stock typically
entitles the owner to vote on the election of directors and other important matters, as well as to receive dividends on
such stock. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds, other debt
holders, and owners of preferred stock take precedence over the claims of those who own common stock.

Convertible Securities. Convertible securities are hybrid securities that combine the investment characteristics of
bonds and common stocks. Convertible securities typically consist of debt securities or preferred stock that may be
converted (on a voluntary or mandatory basis) within a specified period of time (normally for the entire life of the
security) into a certain amount of common stock or other equity security of the same or a different issuer at a
predetermined price. Convertible securities also include debt securities with warrants or common stock attached and
derivatives combining the features of debt securities and equity securities. Other convertible securities with features and
risks not specifically referred to herein may become available in the future. Convertible securities involve risks similar to
those of both fixed income and equity securities. In a corporation’s capital structure, convertible securities are senior to
common stock but are usually subordinated to senior debt obligations of the issuer.

The market value of a convertible security is a function of its “investment value” and its “conversion value.” A security’s
“investment value” represents the value of the security without its conversion feature (i.e., a nonconvertible debt
security). The investment value may be determined by reference to its credit quality and the current value of its yield to
maturity or probable call date. At any given time, investment value is dependent upon such factors as the general level
of interest rates, the yield of similar nonconvertible securities, the financial strength of the issuer, and the seniority of the
security in the issuer’s capital structure. A security’s “conversion value” is determined by multiplying the number of
shares the holder is entitled to receive upon conversion or exchange by the current price of the underlying security. If
the conversion value of a convertible security is significantly below its investment value, the convertible security will

B-5
trade like nonconvertible debt or preferred stock and its market value will not be influenced greatly by fluctuations in the
market price of the underlying security. In that circumstance, the convertible security takes on the characteristics of a
bond, and its price moves in the opposite direction from interest rates. Conversely, if the conversion value of a
convertible security is near or above its investment value, the market value of the convertible security will be more
heavily influenced by fluctuations in the market price of the underlying security. In that case, the convertible security’s
price may be as volatile as that of common stock. Because both interest rates and market movements can influence its
value, a convertible security generally is not as sensitive to interest rates as a similar debt security, nor is it as sensitive
to changes in share price as its underlying equity security. Convertible securities are often rated below investment-grade
or are not rated, and they are generally subject to a high degree of credit risk.

Although all markets are prone to change over time, the generally high rate at which convertible securities are retired
(through mandatory or scheduled conversions by issuers or through voluntary redemptions by holders) and replaced
with newly issued convertible securities may cause the convertible securities market to change more rapidly than other
markets. For example, a concentration of available convertible securities in a few economic sectors could elevate the
sensitivity of the convertible securities market to the volatility of the equity markets and to the specific risks of those
sectors. Moreover, convertible securities with innovative structures, such as mandatory-conversion securities and
equity-linked securities, have increased the sensitivity of the convertible securities market to the volatility of the equity
markets and to the special risks of those innovations, which may include risks different from, and possibly greater than,
those associated with traditional convertible securities. A convertible security may be subject to redemption at the option
of the issuer at a price set in the governing instrument of the convertible security. If a convertible security held by a fund
is subject to such redemption option and is called for redemption, the fund must allow the issuer to redeem the security,
convert it into the underlying common stock, or sell the security to a third party.

Cybersecurity Risks. The increased use of technology to conduct business could subject a fund and its third-party
service providers (including, but not limited to, investment advisors, transfer agents, and custodians) to risks associated
with cybersecurity. In general, a cybersecurity incident can occur as a result of a deliberate attack designed to gain
unauthorized access to digital systems. If the attack is successful, an unauthorized person or persons could
misappropriate assets or sensitive information, corrupt data, or cause operational disruption. A cybersecurity incident
could also occur unintentionally if, for example, an authorized person inadvertently released proprietary or confidential
information. Vanguard has developed robust technological safeguards and business continuity plans to prevent, or
reduce the impact of, potential cybersecurity incidents. Additionally, Vanguard has a process for assessing the
information security and/or cybersecurity programs implemented by a fund’s third-party service providers, which helps
minimize the risk of potential incidents that could impact a Vanguard fund or its shareholders. Despite these measures,
a cybersecurity incident still has the potential to disrupt business operations, which could negatively impact a fund
and/or its shareholders. Some examples of negative impacts that could occur as a result of a cybersecurity incident
include, but are not limited to, the following: a fund may be unable to calculate its net asset value (NAV), a fund’s
shareholders may be unable to transact business, a fund may be unable to process transactions, or a fund may be
unable to safeguard its data or the personal information of its shareholders.

Depositary Receipts. Depositary receipts (also sold as participatory notes) are securities that evidence ownership
interests in a security or a pool of securities that have been deposited with a “depository.” Depositary receipts may be
sponsored or unsponsored and include American Depositary Receipts (ADRs), European Depositary Receipts (EDRs),
and Global Depositary Receipts (GDRs). For ADRs, the depository is typically a U.S. financial institution, and the
underlying securities are issued by a foreign issuer. For other depositary receipts, the depository may be a foreign or a
U.S. entity, and the underlying securities may have a foreign or a U.S. issuer. Depositary receipts will not necessarily be
denominated in the same currency as their underlying securities. Generally, ADRs are issued in registered form,
denominated in U.S. dollars, and designed for use in the U.S. securities markets. Other depositary receipts, such as
GDRs and EDRs, may be issued in bearer form and denominated in other currencies, and they are generally designed
for use in securities markets outside the United States. Although the two types of depositary receipt facilities (sponsored
and unsponsored) are similar, there are differences regarding a holder’s rights and obligations and the practices of
market participants.

A depository may establish an unsponsored facility without participation by (or acquiescence of) the underlying issuer;
typically, however, the depository requests a letter of nonobjection from the underlying issuer prior to establishing the
facility. Holders of unsponsored depositary receipts generally bear all the costs of the facility. The depository usually
charges fees upon the deposit and withdrawal of the underlying securities, the conversion of dividends into U.S. dollars
or other currency, the disposition of noncash distributions, and the performance of other services. The depository of an
unsponsored facility frequently is under no obligation to distribute shareholder communications received from the
underlying issuer or to pass through voting rights to depositary receipt holders with respect to the underlying securities.

B-6
Sponsored depositary receipt facilities are created in generally the same manner as unsponsored facilities, except that
sponsored depositary receipts are established jointly by a depository and the underlying issuer through a deposit
agreement. The deposit agreement sets out the rights and responsibilities of the underlying issuer, the depository, and
the depositary receipt holders. With sponsored facilities, the underlying issuer typically bears some of the costs of the
depositary receipts (such as dividend payment fees of the depository), although most sponsored depositary receipt
holders may bear costs such as deposit and withdrawal fees. Depositories of most sponsored depositary receipts agree
to distribute notices of shareholder meetings, voting instructions, and other shareholder communications and
information to the depositary receipt holders at the underlying issuer’s request.

For purposes of a fund’s investment policies, investments in depositary receipts will be deemed to be investments in the
underlying securities. Thus, a depositary receipt representing ownership of common stock will be treated as common
stock. Depositary receipts do not eliminate all of the risks associated with directly investing in the securities of foreign
issuers.

Derivatives. A derivative is a financial instrument that has a value based on—or “derived from”—the values of other
assets, reference rates, or indexes. Derivatives may relate to a wide variety of underlying references, such as
commodities, stocks, bonds, interest rates, currency exchange rates, and related indexes. Derivatives include futures
contracts and options on futures contracts, certain forward-commitment transactions, options on securities, caps, floors,
collars, swap agreements, and certain other financial instruments. Some derivatives, such as futures contracts and
certain options, are traded on U.S. commodity and securities exchanges, while other derivatives, such as swap
agreements, may be privately negotiated and entered into in the over-the-counter market (OTC Derivatives) or may be
cleared through a clearinghouse (Cleared Derivatives) and traded on an exchange or swap execution facility. As a result
of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act), certain swap agreements,
such as certain standardized credit default and interest rate swap agreements, must be cleared through a clearinghouse
and traded on an exchange or swap execution facility. This could result in an increase in the overall costs of such
transactions. While the intent of derivatives regulatory reform is to mitigate risks associated with derivatives markets, the
regulations could, among other things, increase liquidity and decrease pricing for more standardized products while
decreasing liquidity and increasing pricing for less standardized products. The risks associated with the use of
derivatives are different from, and possibly greater than, the risks associated with investing directly in the securities or
assets on which the derivatives are based.

Derivatives may be used for a variety of purposes, including—but not limited to—hedging, managing risk, seeking to
stay fully invested, seeking to reduce transaction costs, seeking to simulate an investment in equity or debt securities or
other investments, and seeking to add value by using derivatives to more efficiently implement portfolio positions when
derivatives are favorably priced relative to equity or debt securities or other investments. Some investors may use
derivatives primarily for speculative purposes while other uses of derivatives may not constitute speculation. There is no
assurance that any derivatives strategy used by a fund’s advisor will succeed. The other parties to a fund’s OTC
Derivatives contracts (usually referred to as “counterparties”) will not be considered the issuers thereof for purposes of
certain provisions of the 1940 Act and the IRC, although such OTC Derivatives may qualify as securities or investments
under such laws. A fund’s advisor(s), however, will monitor and adjust, as appropriate, the fund’s credit risk exposure to
OTC Derivative counterparties.

Derivative products are highly specialized instruments that require investment techniques and risk analyses different
from those associated with stocks, bonds, and other traditional investments. The use of a derivative requires an
understanding not only of the underlying instrument but also of the derivative itself, without the benefit of observing the
performance of the derivative under all possible market conditions.

When a fund enters into a Cleared Derivative, an initial margin deposit with a Futures Commission Merchant (FCM) is
required. Initial margin deposits are typically calculated as an amount equal to the volatility in market value of a Cleared
Derivative over a fixed period. If the value of the fund’s Cleared Derivatives declines, the fund will be required to make
additional “variation margin” payments to the FCM to settle the change in value. If the value of the fund’s Cleared
Derivatives increases, the FCM will be required to make additional “variation margin” payments to the fund to settle the
change in value. This process is known as “marking-to-market” and is calculated on a daily basis.

For OTC Derivatives, a fund is subject to the risk that a loss may be sustained as a result of the insolvency or
bankruptcy of the counterparty or the failure of the counterparty to make required payments or otherwise comply with
the terms of the contract. Additionally, the use of credit derivatives can result in losses if a fund’s advisor does not
correctly evaluate the creditworthiness of the issuer on which the credit derivative is based.

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Derivatives may be subject to liquidity risk, which exists when a particular derivative is difficult to purchase or sell. If a
derivative transaction is particularly large or if the relevant market is illiquid (as is the case with certain OTC Derivatives),
it may not be possible to initiate a transaction or liquidate a position at an advantageous time or price.

Derivatives may be subject to pricing or “basis” risk, which exists when a particular derivative becomes extraordinarily
expensive relative to historical prices or the prices of corresponding cash market instruments. Under certain market
conditions, it may not be economically feasible to initiate a transaction or liquidate a position in time to avoid a loss or
take advantage of an opportunity.

Because certain derivatives have a leverage component, adverse changes in the value or level of the underlying asset,
reference rate, or index can result in a loss substantially greater than the amount invested in the derivative itself. Certain
derivatives have the potential for unlimited loss, regardless of the size of the initial investment. A derivative transaction
will not be considered to constitute the issuance, by a fund, of a “senior security,” as that term is defined in Section 18(g)
of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise
applicable to borrowings by a fund, if the fund complies with Rule 18f-4.

Like most other investments, derivative instruments are subject to the risk that the market value of the instrument will
change in a way detrimental to a fund’s interest. A fund bears the risk that its advisor will incorrectly forecast future
market trends or the values of assets, reference rates, indexes, or other financial or economic factors in establishing
derivative positions for the fund. If the advisor attempts to use a derivative as a hedge against, or as a substitute for, a
portfolio investment, the fund will be exposed to the risk that the derivative will have or will develop imperfect or no
correlation with the portfolio investment. This could cause substantial losses for the fund. Although hedging strategies
involving derivative instruments can reduce the risk of loss, they can also reduce the opportunity for gain or even result
in losses by offsetting favorable price movements in other fund investments. Many derivatives (in particular, OTC
Derivatives) are complex and often valued subjectively. Improper valuations can result in increased cash payment
requirements to counterparties or a loss of value to a fund.

On October 28, 2020, the Securities and Exchange Commission adopted new regulations governing the use of
derivatives by registered investment companies (“Rule 18f-4”). The Funds were required to implement and comply with
Rule 18f-4 by August 19, 2022. Rule 18f-4 imposes limits on the amount of derivatives a fund can enter into, eliminates
the asset segregation framework currently used by funds to comply with Section 18 of the 1940 Act, as amended, treats
derivatives as senior securities, and requires funds whose use of derivatives is more than a limited specified exposure
amount to establish and maintain a comprehensive derivatives risk management program and appoint a derivatives risk
manager.

Each Fund intends to comply with Rule 4.5 under the Commodity Exchange Act (CEA), under which a fund may be
excluded from the definition of the term Commodity Pool Operator (CPO) if the fund meets certain conditions such as
limiting its investments in certain CEA-regulated instruments (e.g., futures, options, or swaps) and complying with
certain marketing restrictions. Accordingly, Vanguard is not subject to registration or regulation as a CPO with respect to
each Fund under the CEA. Each Fund will only enter into futures contracts and futures options that are traded on a U.S.
or foreign exchange, board of trade, or similar entity or that are quoted on an automated quotation system.

Environmental, Social, and Governance (ESG) Considerations. Vanguard’s Investment Stewardship Team, on
behalf of the Board of Trustees of each Vanguard-advised U.S. fund, administers proxy voting for the direct equity
holdings of the Vanguard-advised funds. The Investment Stewardship Team may engage with issuers to better
understand how they are addressing material risks, including material environmental, social, or governance risks.
Specifically, the Investment Stewardship Team may engage with company leaders and directors to understand how
they oversee, mitigate, and disclose material risks to shareholders. With respect to material human-rights-related risks,
where such matters are not addressed by applicable sanctions laws and regulations that restrict specific investments,
the Investment Stewardship Team employs procedures to identify and monitor material human-rights-related risks to
long-term shareholder returns at portfolio companies held by the Vanguard-advised funds and to understand how
portfolio company boards are overseeing any such risks.

Exchange-Traded Funds. A fund may purchase shares of exchange-traded funds (ETFs). Typically, a fund would
purchase ETF shares for the same reason it would purchase (and as an alternative to purchasing) futures contracts: to
obtain exposure to all or a portion of the stock or bond market. ETF shares enjoy several advantages over futures.
Depending on the market, the holding period, and other factors, ETF shares can be less costly and more tax-efficient
than futures. In addition, ETF shares can be purchased for smaller sums, offer exposure to market sectors and styles for
which there is no suitable or liquid futures contract, and do not involve leverage.

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An investment in an ETF generally presents the same principal risks as an investment in a conventional fund (i.e., one
that is not exchange-traded) that has the same investment objective, strategies, and policies. The price of an ETF can
fluctuate within a wide range, and a fund could lose money investing in an ETF if the prices of the securities owned by
the ETF go down. In addition, ETFs are subject to the following risks that do not apply to conventional funds: (1) the
market price of an ETF’s shares may trade at a discount or a premium to their net asset value; (2) an active trading
market for an ETF’s shares may not develop or be maintained; and (3) trading of an ETF’s shares may be halted by the
activation of individual or marketwide trading halts (which halt trading for a specific period of time when the price of a
particular security or overall market prices decline by a specified percentage). Trading of an ETF’s shares may also be
halted if the shares are delisted from the exchange without first being listed on another exchange or if the listing
exchange’s officials determine that such action is appropriate in the interest of a fair and orderly market or for the
protection of investors.

Most ETFs are investment companies. Therefore, a fund’s purchases of ETF shares generally are subject to the
limitations on, and the risks of, a fund’s investments in other investment companies, which are described under the
heading “Other Investment Companies.”

Foreign Securities. Typically, foreign securities are considered to be equity or debt securities issued by entities
organized, domiciled, or with a principal executive office outside the United States, such as foreign corporations and
governments. Securities issued by certain companies organized outside the United States may not be deemed to be
foreign securities if the company’s principal operations are conducted from the United States or when the company’s
equity securities trade principally on a U.S. stock exchange. Foreign securities may trade in U.S. or foreign securities
markets. A fund may make foreign investments either directly by purchasing foreign securities or indirectly by
purchasing depositary receipts or depositary shares of similar instruments (depositary receipts) for foreign securities.
Direct investments in foreign securities may be made either on foreign securities exchanges or in the over-the-counter
(OTC) markets. Investing in foreign securities involves certain special risk considerations that are not typically
associated with investing in securities of U.S. companies or governments.

Because foreign issuers are not generally subject to uniform accounting, auditing, and financial reporting standards and
practices comparable to those applicable to U.S. issuers, there may be less publicly available information about certain
foreign issuers than about U.S. issuers. Evidence of securities ownership may be uncertain in many foreign countries.
As a result, there are risks that could result in a loss to the fund, including, but not limited to, the risk that a fund’s trade
details could be incorrectly or fraudulently entered at the time of a transaction. Securities of foreign issuers are generally
more volatile and less liquid than securities of comparable U.S. issuers, and foreign investments may be effected
through structures that may be complex or confusing. In certain countries, there is less government supervision and
regulation of stock exchanges, brokers, and listed companies than in the United States. The risk that securities traded
on foreign exchanges may be suspended, either by the issuers themselves, by an exchange, or by government
authorities, is also heightened. In addition, with respect to certain foreign countries, there is the possibility of
expropriation or confiscatory taxation, political or social instability, war, terrorism, nationalization, limitations on the
removal of funds or other assets, or diplomatic developments that could affect U.S. investments in those countries.
Additionally, the imposition of economic or other sanctions on the United States by a foreign country, or on a foreign
country or issuer by the United States, could impair a fund’s ability to buy, sell, hold, receive, deliver, or otherwise
transact in certain investment securities or obtain exposure to foreign securities and assets. This may negatively impact
the value and/or liquidity of a fund’s investments and could impair a fund’s ability to meet its investment objective or
invest in accordance with its investment strategy. Sanctions could also result in the devaluation of a country’s currency,
a downgrade in the credit ratings of a country or issuers in a country, or a decline in the value and/or liquidity of
securities of issuers in that country.

Although an advisor will endeavor to achieve the most favorable execution costs for a fund’s portfolio transactions in
foreign securities under the circumstances, commissions and other transaction costs are generally higher than those on
U.S. securities. In addition, it is expected that the custodian arrangement expenses for a fund that invests primarily in
foreign securities will be somewhat greater than the expenses for a fund that invests primarily in domestic securities.
Additionally, bankruptcy laws vary by jurisdiction and cash deposits may be subject to a custodian’s creditors. Certain
foreign governments levy withholding or other taxes against dividend and interest income from, capital gains on the sale
of, or transactions in foreign securities. Although in some countries a portion of these taxes is recoverable by the fund,
the nonrecovered portion of foreign withholding taxes will reduce the income received from such securities.

The value of the foreign securities held by a fund that are not U.S. dollar-denominated may be significantly affected by
changes in currency exchange rates. The U.S. dollar value of a foreign security generally decreases when the value of
the U.S. dollar rises against the foreign currency in which the security is denominated, and it tends to increase when the

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value of the U.S. dollar falls against such currency (as discussed under the heading “Foreign Securities—Foreign
Currency Transactions,” a fund may attempt to hedge its currency risks). In addition, the value of fund assets may be
affected by losses and other expenses incurred from converting between various currencies in order to purchase and
sell foreign securities, as well as by currency restrictions, exchange control regulations, currency devaluations, and
political and economic developments.

Foreign Securities—Foreign Currency Transactions. The value in U.S. dollars of a fund’s non-dollar-denominated
foreign securities may be affected favorably or unfavorably by changes in foreign currency exchange rates and
exchange control regulations, and the fund may incur costs in connection with conversions between various currencies.
To seek to minimize the impact of such factors on net asset values, a fund may engage in foreign currency transactions
in connection with its investments in foreign securities. A fund will enter into foreign currency transactions only to
attempt to “hedge” the currency risk associated with investing in foreign securities. Although such transactions tend to
minimize the risk of loss that would result from a decline in the value of the hedged currency, they also may limit any
potential gain that might result should the value of such currency increase.

Currency exchange transactions may be conducted either on a spot (i.e., cash) basis at the rate prevailing in the
currency exchange market or through forward contracts to purchase or sell foreign currencies. A forward currency
contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of
days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts
are entered into with large commercial banks or other currency traders who are participants in the interbank market.
Currency exchange transactions also may be effected through the use of swap agreements or other derivatives.

Currency exchange transactions may be considered borrowings. A currency exchange transaction will not be
considered to constitute the issuance, by a fund, of a “senior security,” as that term is defined in Section 18(g) of the
1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise
applicable to borrowings by a fund, if the fund complies with Rule 18f-4.

By entering into a forward contract for the purchase or sale of foreign currency involved in underlying security
transactions, a fund may be able to protect itself against part or all of the possible loss between trade and settlement
dates for that purchase or sale resulting from an adverse change in the relationship between the U.S. dollar and such
foreign currency. This practice is sometimes referred to as “transaction hedging.” In addition, when the advisor
reasonably believes that a particular foreign currency may suffer a substantial decline against the U.S. dollar, a fund
may enter into a forward contract to sell an amount of foreign currency approximating the value of some or all of its
portfolio securities denominated in such foreign currency. This practice is sometimes referred to as “portfolio hedging.”
Similarly, when the advisor reasonably believes that the U.S. dollar may suffer a substantial decline against a foreign
currency, a fund may enter into a forward contract to buy that foreign currency for a fixed dollar amount.

A fund may also attempt to hedge its foreign currency exchange rate risk by engaging in currency futures, options, and
“cross-hedge” transactions. In cross-hedge transactions, a fund holding securities denominated in one foreign currency
will enter into a forward currency contract to buy or sell a different foreign currency (one that the advisor reasonably
believes generally tracks the currency being hedged with regard to price movements). The advisor may select the
tracking (or substitute) currency rather than the currency in which the security is denominated for various reasons,
including in order to take advantage of pricing or other opportunities presented by the tracking currency or to take
advantage of a more liquid or more efficient market for the tracking currency. Such cross-hedges are expected to help
protect a fund against an increase or decrease in the value of the U.S. dollar against certain foreign currencies.

A fund may hold a portion of its assets in bank deposits denominated in foreign currencies so as to facilitate investment
in foreign securities as well as protect against currency fluctuations and the need to convert such assets into U.S.
dollars (thereby also reducing transaction costs). To the extent these assets are converted back into U.S. dollars, the
value of the assets so maintained will be affected favorably or unfavorably by changes in foreign currency exchange
rates and exchange control regulations.

Forecasting the movement of the currency market is extremely difficult. Whether any hedging strategy will be successful
is highly uncertain. Moreover, it is impossible to forecast with precision the market value of portfolio securities at the
expiration of a forward currency contract. Accordingly, a fund may be required to buy or sell additional currency on the
spot market (and bear the expense of such transaction) if its advisor’s predictions regarding the movement of foreign
currency or securities markets prove inaccurate. In addition, the use of cross-hedging transactions may involve special

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risks and may leave a fund in a less advantageous position than if such a hedge had not been established. Because
forward currency contracts are privately negotiated transactions, there can be no assurance that a fund will have
flexibility to roll over a forward currency contract upon its expiration if it desires to do so. Additionally, there can be no
assurance that the other party to the contract will perform its services thereunder.

Foreign Securities—Foreign Investment Companies. Some of the countries in which a fund may invest may not
permit, or may place economic restrictions on, direct investment by outside investors. Fund investments in such
countries may be permitted only through foreign government-approved or authorized investment vehicles, which may
include other investment companies. Such investments may be made through registered or unregistered closed-end
investment companies that invest in foreign securities. Investing through such vehicles may involve layered fees or
expenses and may also be subject to the limitations on, and the risks of, a fund’s investments in other investment
companies, which are described under the heading “Other Investment Companies.”

Foreign Securities—Russian Market Risk. Russia’s large-scale invasion of Ukraine has resulted in sanctions against
Russian governmental institutions, Russian entities, and Russian individuals that may result in the devaluation of
Russian currency; a downgrade in the country’s credit rating; a freeze of Russian foreign assets; a decline in the value
and liquidity of Russian securities, properties, or interests; and other adverse consequences to the Russian economy
and Russian assets. In addition, a fund’s ability to price, buy, sell, receive, or deliver Russian investments has been and
may continue to be impaired. These sanctions, and the resulting disruption of the Russian economy, may cause
volatility in other regional and global markets and may negatively impact the performance of various sectors and
industries, as well as companies in other countries, which could have a negative effect on the performance of a fund,
even if the fund does not have direct exposure to securities of Russian issuers.

Futures Contracts and Options on Futures Contracts. Futures contracts and options on futures contracts are
derivatives. A futures contract is a standardized agreement between two parties to buy or sell at a specific time in the
future a specific quantity of a commodity at a specific price. The commodity may consist of an asset, a reference rate, or
an index. A security futures contract relates to the sale of a specific quantity of shares of a single equity security or a
narrow-based securities index. The value of a futures contract tends to increase and decrease in tandem with the value
of the underlying commodity. The buyer of a futures contract enters into an agreement to purchase the underlying
commodity on the settlement date and is said to be “long” the contract. The seller of a futures contract enters into an
agreement to sell the underlying commodity on the settlement date and is said to be “short” the contract. The price at
which a futures contract is entered into is established either in the electronic marketplace or by open outcry on the floor
of an exchange between exchange members acting as traders or brokers. Open futures contracts can be liquidated or
closed out by physical delivery of the underlying commodity or payment of the cash settlement amount on the
settlement date, depending on the terms of the particular contract. Some financial futures contracts (such as security
futures) provide for physical settlement at maturity. Other financial futures contracts (such as those relating to interest
rates, foreign currencies, and broad-based securities indexes) generally provide for cash settlement at maturity. In the
case of cash-settled futures contracts, the cash settlement amount is equal to the difference between the final
settlement or market price for the relevant commodity on the last trading day of the contract and the price for the
relevant commodity agreed upon at the outset of the contract. Most futures contracts, however, are not held until
maturity but instead are “offset” before the settlement date through the establishment of an opposite and equal futures
position.

The purchaser or seller of a futures contract is not required to deliver or pay for the underlying commodity unless the
contract is held until the settlement date. However, both the purchaser and seller are required to deposit “initial margin”
with a futures commission merchant (FCM) when the futures contract is entered into. Initial margin deposits are typically
calculated as an amount equal to the volatility in market value of a contract over a fixed period. If the value of the fund’s
position declines, the fund will be required to make additional “variation margin” payments to the FCM to settle the
change in value. If the value of the fund’s position increases, the FCM will be required to make additional “variation
margin” payments to the fund to settle the change in value. This process is known as “marking-to-market” and is
calculated on a daily basis. A futures transaction will not be considered to constitute the issuance, by a fund, of a “senior
security,” as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to
the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund complies with
Rule 18f-4.

An option on a futures contract (or futures option) conveys the right, but not the obligation, to purchase (in the case of a
call option) or sell (in the case of a put option) a specific futures contract at a specific price (called the “exercise” or
“strike” price) any time before the option expires. The seller of an option is called an option writer. The purchase price of
an option is called the premium. The potential loss to an option buyer is limited to the amount of the premium plus

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transaction costs. This will be the case, for example, if the option is held and not exercised prior to its expiration date.
Generally, an option writer sells options with the goal of obtaining the premium paid by the option buyer. If an option
sold by an option writer expires without being exercised, the writer retains the full amount of the premium. The option
writer, however, has unlimited economic risk because its potential loss, except to the extent offset by the premium
received when the option was written, is equal to the amount the option is “in-the-money” at the expiration date. A call
option is in-the-money if the value of the underlying futures contract exceeds the exercise price of the option. A put
option is in-the-money if the exercise price of the option exceeds the value of the underlying futures contract. Generally,
any profit realized by an option buyer represents a loss for the option writer.

A fund that takes the position of a writer of a futures option is required to deposit and maintain initial and variation
margin with respect to the option, as previously described in the case of futures contracts. A futures option transaction
will not be considered to constitute the issuance, by a fund, of a “senior security,” as that term is defined in Section 18(g)
of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise
applicable to borrowings by a fund, if the fund complies with Rule 18f-4.

Futures Contracts and Options on Futures Contracts—Risks. The risk of loss in trading futures contracts and in
writing futures options can be substantial because of the low margin deposits required, the extremely high degree of
leverage involved in futures and options pricing, and the potential high volatility of the futures markets. As a result, a
relatively small price movement in a futures position may result in immediate and substantial loss (or gain) for the
investor. For example, if at the time of purchase, 10% of the value of the futures contract is deposited as margin, a
subsequent 10% decrease in the value of the futures contract would result in a total loss of the margin deposit, before
any deduction for the transaction costs, if the account were then closed out. A 15% decrease would result in a loss
equal to 150% of the original margin deposit if the contract were closed out. Thus, a purchase or sale of a futures
contract, and the writing of a futures option, may result in losses in excess of the amount invested in the position. In the
event of adverse price movements, a fund would continue to be required to make daily cash payments to maintain its
required margin. In such situations, if the fund has insufficient cash, it may have to sell portfolio securities to meet daily
margin requirements at a time when it may be disadvantageous to do so. In addition, on the settlement date, a fund may
be required to make delivery of the instruments underlying the futures positions it holds.

A fund could suffer losses if it is unable to close out a futures contract or a futures option because of an illiquid
secondary market. Futures contracts and futures options may be closed out only on an exchange that provides a
secondary market for such products. However, there can be no assurance that a liquid secondary market will exist for
any particular futures product at any specific time. Thus, it may not be possible to close a futures or option position.
Moreover, most futures exchanges limit the amount of fluctuation permitted in futures contract prices during a single
trading day. The daily limit establishes the maximum amount that the price of a futures contract may vary either up or
down from the previous day’s settlement price at the end of a trading session. Once the daily limit has been reached in
a particular type of contract, no trades may be made on that day at a price beyond that limit. The daily limit governs only
price movement during a particular trading day, and therefore does not limit potential losses because the limit may
prevent the liquidation of unfavorable positions. Futures contract prices have occasionally moved to the daily limit for
several consecutive trading days with little or no trading, thereby preventing prompt liquidation of future positions and
subjecting some futures traders to substantial losses. The inability to close futures and options positions also could have
an adverse impact on the ability to hedge a portfolio investment or to establish a substitute for a portfolio investment.
U.S. Treasury futures are generally not subject to such daily limits.

A fund bears the risk that its advisor will incorrectly predict future market trends. If the advisor attempts to use a futures
contract or a futures option as a hedge against, or as a substitute for, a portfolio investment, the fund will be exposed to
the risk that the futures position will have or will develop imperfect or no correlation with the portfolio investment. This
could cause substantial losses for the fund. Although hedging strategies involving futures products can reduce the risk
of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in
other fund investments.

A fund could lose margin payments it has deposited with its FCM if, for example, the FCM breaches its agreement with
the fund or becomes insolvent or goes into bankruptcy. In that event, the fund may be entitled to return of margin owed
to it only in proportion to the amount received by the FCM’s other customers, potentially resulting in losses to the fund.

Interfund Borrowing and Lending. The SEC has granted an exemption permitting registered open-end Vanguard
funds to participate in Vanguard’s interfund lending program. This program allows the Vanguard funds to borrow money
from and lend money to each other for temporary or emergency purposes. The program is subject to a number of
conditions, including, among other things, the requirements that (1) no fund may borrow or lend money through the
program unless it receives a more favorable interest rate than is typically available from a bank for a comparable

B-12
transaction, (2) no fund may lend money if the loan would cause its aggregate outstanding loans through the program to
exceed 15% of its net assets at the time of the loan, and (3) a fund’s interfund loans to any one fund shall not exceed
5% of the lending fund’s net assets. In addition, a Vanguard fund may participate in the program only if and to the extent
that such participation is consistent with the fund’s investment objective and investment policies. The boards of trustees
of the Vanguard funds are responsible for overseeing the interfund lending program. Any delay in repayment to a
lending fund could result in a lost investment opportunity or additional borrowing costs.

Investing for Control. Each Vanguard fund invests in securities and other instruments for the sole purpose of achieving
a specific investment objective. As such, a Vanguard fund does not seek to acquire, individually or collectively with any
other Vanguard fund, enough of a company’s outstanding voting stock to have control over management decisions. A
Vanguard fund does not invest for the purpose of controlling a company’s management. This policy does not prevent
Vanguard Total Stock Market Index Fund from having an ownership interest in a totally held subsidiary.

Market Disruption. Significant market disruptions, such as those caused by pandemics, natural or environmental
disasters, war, acts of terrorism, or other events, can adversely affect local and global markets and normal market
operations. Market disruptions may exacerbate political, social, and economic risks discussed above and in a fund’s
prospectus. Additionally, market disruptions may result in increased market volatility; regulatory trading halts; closure of
domestic or foreign exchanges, markets, or governments; or market participants operating pursuant to business
continuity plans for indeterminate periods of time. Such events can be highly disruptive to economies and markets and
significantly impact individual companies, sectors, industries, markets, currencies, interest and inflation rates, credit
ratings, investor sentiment, and other factors affecting the value of a fund’s investments and operation of a fund. These
events could also result in the closure of businesses that are integral to a fund’s operations or otherwise disrupt the
ability of employees of fund service providers to perform essential tasks on behalf of a fund.

Options. An option is a derivative. An option on a security (or index) is a contract that gives the holder of the option, in
return for the payment of a “premium,” the right, but not the obligation, to buy from (in the case of a call option) or sell to
(in the case of a put option) the writer of the option the security underlying the option (or the cash value of the index) at
a specified exercise price prior to the expiration date of the option. The writer of an option on a security has the
obligation upon exercise of the option to deliver the underlying security upon payment of the exercise price (in the case
of a call option) or to pay the exercise price upon delivery of the underlying security (in the case of a put option). The
writer of an option on an index has the obligation upon exercise of the option to pay an amount equal to the cash value
of the index minus the exercise price, multiplied by the specified multiplier for the index option. The multiplier for an
index option determines the size of the investment position the option represents. Unlike exchange-traded options,
which are standardized with respect to the underlying instrument, expiration date, contract size, and strike price, the
terms of over-the-counter (OTC) options (options not traded on exchanges) generally are established through
negotiation with the other party to the option contract. Although this type of arrangement allows the purchaser or writer
greater flexibility to tailor an option to its needs, OTC options generally involve credit risk to the counterparty, whereas
for exchange-traded, centrally cleared options, credit risk is mutualized through the involvement of the applicable
clearing house.

The buyer (or holder) of an option is said to be “long” the option, while the seller (or writer) of an option is said to be
“short” the option. A call option grants to the holder the right to buy (and obligates the writer to sell) the underlying
security at the strike price, which is the predetermined price at which the option may be exercised. A put option grants to
the holder the right to sell (and obligates the writer to buy) the underlying security at the strike price. The purchase price
of an option is called the “premium.” The potential loss to an option buyer is limited to the amount of the premium plus
transaction costs. This will be the case if the option is held and not exercised prior to its expiration date. Generally, an
option writer sells options with the goal of obtaining the premium paid by the option buyer, but that person could also
seek to profit from an anticipated rise or decline in option prices. If an option sold by an option writer expires without
being exercised, the writer retains the full amount of the premium. The option writer, however, has unlimited economic
risk because its potential loss, except to the extent offset by the premium received when the option was written, is equal
to the amount the option is “in-the-money” at the expiration date. A call option is in-the-money if the value of the
underlying position exceeds the exercise price of the option. A put option is in-the-money if the exercise price of the
option exceeds the value of the underlying position. Generally, any profit realized by an option buyer represents a loss
for the option writer. The writing of an option will not be considered to constitute the issuance, by a fund, of a “senior
security,” as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to
the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund complies with
Rule 18f-4.

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If a trading market, in particular options, were to become unavailable, investors in those options (such as the funds)
would be unable to close out their positions until trading resumes, and they may be faced with substantial losses if the
value of the underlying instrument moves adversely during that time. Even if the market were to remain available, there
may be times when options prices will not maintain their customary or anticipated relationships to the prices of the
underlying instruments and related instruments. Lack of investor interest, changes in volatility, or other factors or
conditions might adversely affect the liquidity, efficiency, continuity, or even the orderliness of the market for particular
options.

A fund bears the risk that its advisor will not accurately predict future market trends. If the advisor attempts to use an
option as a hedge against, or as a substitute for, a portfolio investment, the fund will be exposed to the risk that the
option will have or will develop imperfect or no correlation with the portfolio investment, which could cause substantial
losses for the fund. Although hedging strategies involving options can reduce the risk of loss, they can also reduce the
opportunity for gain or even result in losses by offsetting favorable price movements in other fund investments. Many
options, in particular OTC options, are complex and often valued based on subjective factors. Improper valuations can
result in increased cash payment requirements to counterparties or a loss of value to a fund.

OTC Swap Agreements. An over-the-counter (OTC) swap agreement, which is a type of derivative, is an agreement
between two parties (counterparties) to exchange payments at specified dates (periodic payment dates) on the basis of
a specified amount (notional amount) with the payments calculated with reference to a specified asset, reference rate,
or index.

Examples of OTC swap agreements include, but are not limited to, interest rate swaps, credit default swaps, equity
swaps, commodity swaps, foreign currency swaps, index swaps, excess return swaps, and total return swaps. Most
OTC swap agreements provide that when the periodic payment dates for both parties are the same, payments are
netted and only the net amount is paid to the counterparty entitled to receive the net payment. Consequently, a fund’s
current obligations (or rights) under an OTC swap agreement will generally be equal only to the net amount to be paid or
received under the agreement, based on the relative values of the positions held by each counterparty. OTC swap
agreements allow for a wide variety of transactions. For example, fixed rate payments may be exchanged for floating
rate payments; U.S. dollar-denominated payments may be exchanged for payments denominated in a different
currency; and payments tied to the price of one asset, reference rate, or index may be exchanged for payments tied to
the price of another asset, reference rate, or index.

An OTC option on an OTC swap agreement, also called a “swaption,” is an option that gives the buyer the right, but not
the obligation, to enter into a swap on a future date in exchange for paying a market-based “premium.” A receiver
swaption gives the owner the right to receive the total return of a specified asset, reference rate, or index. A payer
swaption gives the owner the right to pay the total return of a specified asset, reference rate, or index. Swaptions also
include options that allow an existing swap to be terminated or extended by one of the counterparties.

The use of OTC swap agreements by a fund entails certain risks, which may be different from, or possibly greater than,
the risks associated with investing directly in the securities and other investments that are the referenced asset for the
swap agreement. OTC swaps are highly specialized instruments that require investment techniques, risk analyses, and
tax planning different from those associated with stocks, bonds, and other traditional investments. The use of an OTC
swap requires an understanding not only of the referenced asset, reference rate, or index but also of the swap itself,
without the benefit of observing the performance of the swap under all possible market conditions.

OTC swap agreements may be subject to liquidity risk, which exists when a particular swap is difficult to purchase or
sell. If an OTC swap transaction is particularly large or if the relevant market is illiquid (as is the case with many OTC
swaps), it may not be possible to initiate a transaction or liquidate a position at an advantageous time or price, which
may result in significant losses. In addition, OTC swap transactions may be subject to a fund’s limitation on investments
in illiquid securities.

OTC swap agreements may be subject to pricing risk, which exists when a particular swap becomes extraordinarily
expensive or inexpensive relative to historical prices or the prices of corresponding cash market instruments. Under
certain market conditions, it may not be economically feasible to initiate a transaction or liquidate a position in time to
avoid a loss or take advantage of an opportunity or to realize the intrinsic value of the OTC swap agreement.

Because certain OTC swap agreements have a leverage component, adverse changes in the value or level of the
underlying asset, reference rate, or index can result in a loss substantially greater than the amount invested in the swap

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itself. Certain OTC swaps have the potential for unlimited loss, regardless of the size of the initial investment. A
leveraged OTC swap transaction will not be considered to constitute the issuance, by a fund, of a “senior security,” as
that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300%
asset coverage requirement otherwise applicable to borrowings by a fund, if the fund complies with Rule 18f-4.

Like most other investments, OTC swap agreements are subject to the risk that the market value of the instrument will
change in a way detrimental to a fund’s interest. A fund bears the risk that its advisor will not accurately forecast future
market trends or the values of assets, reference rates, indexes, or other economic factors in establishing OTC swap
positions for the fund. If the advisor attempts to use an OTC swap as a hedge against, or as a substitute for, a portfolio
investment, the fund will be exposed to the risk that the OTC swap will have or will develop imperfect or no correlation
with the portfolio investment. This could cause substantial losses for the fund. Although hedging strategies involving
OTC swap instruments can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses
by offsetting favorable price movements in other fund investments. Many OTC swaps are complex and often valued
subjectively. Improper valuations can result in increased cash payment requirements to counterparties or a loss of value
to a fund.

The use of an OTC swap agreement also involves the risk that a loss may be sustained as a result of the insolvency or
bankruptcy of the counterparty or the failure of the counterparty to make required payments or otherwise comply with
the terms of the agreement. Additionally, the use of credit default swaps can result in losses if a fund’s advisor does not
correctly evaluate the creditworthiness of the issuer on which the credit swap is based.

Other Investment Companies. A fund may invest in other investment companies, including ETFs, non-exchange
traded U.S. registered open-end investment companies (mutual funds), and closed-end investment companies, to the
extent permitted by applicable law or SEC exemption. Under Section 12(d)(1) of the 1940 Act, a fund may invest up to
10% of its assets in shares of investment companies generally and up to 5% of its assets in any one investment
company, as long as no investment represents more than 3% of the voting stock of an acquired investment company. In
addition, no funds for which Vanguard acts as an advisor may, in the aggregate, own more than 10% of the voting stock
of a closed-end investment company. SEC Rule 12d1-4 under the 1940 Act permits registered investment companies to
invest in other registered investment companies beyond the limits in Section 12(d)(1), subject to certain conditions,
including that funds with different investment advisors must enter into a fund of funds investment agreement.
Rule 12d1-4 is also designed to limit the use of complex fund structures. Under Rule 12d1-4, an acquired fund is
prohibited from purchasing or otherwise acquiring the securities of another investment company or private fund if,
immediately after the purchase, the securities of investment companies and private funds owned by the acquired fund
have an aggregate value in excess of 10% of the value of the acquired fund’s total assets, subject to certain limited
exceptions. Accordingly, to the extent a fund’s shares are sold to other investment companies in reliance on
Rule 12d1-4, the acquired fund will be limited in the amount it could invest in other investment companies and private
funds. If a fund invests in other investment companies, shareholders will bear not only their proportionate share of the
fund’s expenses (including operating expenses and the fees of the advisor), but they also may indirectly bear similar
expenses of the underlying investment companies. Certain investment companies, such as business development
companies (BDCs), are more akin to operating companies and, as such, their expenses are not direct expenses paid by
fund shareholders and are not used to calculate the fund’s net asset value. SEC rules nevertheless require that any
expenses incurred by a BDC be included in a fund’s expense ratio as “Acquired Fund Fees and Expenses.” The
expense ratio of a fund that holds a BDC will thus overstate what the fund actually spends on portfolio management,
administrative services, and other shareholder services by an amount equal to these Acquired Fund Fees and
Expenses. The Acquired Fund Fees and Expenses are not included in a fund’s financial statements, which provide a
clearer picture of a fund’s actual operating expenses. Shareholders would also be exposed to the risks associated not
only with the investments of the fund but also with the portfolio investments of the underlying investment companies.
Certain types of investment companies, such as closed-end investment companies, issue a fixed number of shares that
typically trade on a stock exchange or over-the-counter at a premium or discount to their net asset value. Others are
continuously offered at net asset value but also may be traded on the secondary market.

A fund may be limited to purchasing a particular share class of other investment companies (underlying funds). In
certain cases, an investor may be able to purchase lower-cost shares of such underlying funds separately, and
therefore be able to construct, and maintain over time, a similar portfolio of investments while incurring lower overall
expenses.

Ownership Limitations and Regulatory Relief. The ability of Vanguard and external advisors to purchase or dispose
of certain fund investments, or to exercise rights on behalf of a fund, is or may be restricted or impaired because of
limitations imposed by law, regulation, or by certain regulators or issuers. As a result, Vanguard and external advisors,

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on behalf of certain funds currently and other funds potentially in the future, are required to limit purchases, sell existing
investments, or otherwise limit the exercise of shareholder rights by the fund, including voting rights. These ownership
restrictions and limitations can impact a fund’s performance. For index funds, this impact generally takes the form of
tracking error, which can arise when a fund is not able to acquire its desired amount of a security. For actively managed
funds, this impact can result, for example, in missed investment opportunities otherwise desired by a fund’s investment
advisor. If a fund is required to limit its investment in a particular issuer, then the fund may seek to obtain regulatory or
corporate consents or ownership waivers. Other options a fund may pursue include seeking to obtain economic
exposure to that issuer through alternative means, such as through a derivative or through investment in a totally held
subsidiary, both of which may be more costly than owning securities of the issuer directly. In the event a derivative, such
as a swap, is used as an alternative means of exposure, Vanguard and external advisors on behalf of a fund are not
able to guarantee the availability of derivatives necessary to allow economic exposure to the security, sector, or
industry. This limited availability may have additional impacts to fund performance. Additionally, use of derivatives as an
alternative means of exposure subjects a fund to derivatives-related risks. Ownership restrictions and limitations could
result in unanticipated tax consequences to the fund that may affect the amount, timing, and character of distributions to
shareholders.

Preferred Stock. Preferred stock represents an equity or ownership interest in an issuer. Preferred stock normally pays
dividends at a specified rate and has precedence over common stock in the event the issuer is liquidated or declares
bankruptcy. However, in the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds take
precedence over the claims of those who own preferred and common stock. Preferred stock, unlike common stock,
often has a stated dividend rate payable from the corporation’s earnings. Preferred stock dividends may be cumulative
or noncumulative, participating, or auction rate. “Cumulative” dividend provisions require all or a portion of prior unpaid
dividends to be paid before dividends can be paid to the issuer’s common stock. “Participating” preferred stock may be
entitled to a dividend exceeding the stated dividend in certain cases. If interest rates rise, the fixed dividend on preferred
stocks may be less attractive, causing the price of such stocks to decline. Preferred stock may have mandatory sinking
fund provisions, as well as provisions allowing the stock to be called or redeemed, which can limit the benefit of a
decline in interest rates. Preferred stock is subject to many of the risks to which common stock and debt securities are
subject. In addition, preferred stock may be subject to more abrupt or erratic price movements than common stock or
debt securities because preferred stock may trade with less frequency and in more limited volume.

Real Estate Investment Trusts (REITs). An equity REIT owns real estate properties directly and generates income
from rental and lease payments. Equity REITs also have the potential to generate capital gains as properties are sold at
a profit. A mortgage REIT makes construction, development, and long-term mortgage loans to commercial real estate
developers and earns interest income on these loans. A hybrid REIT holds both properties and mortgages. To avoid
taxation at the corporate level, REITs must distribute most of their earnings to shareholders.

Investments in REITs are subject to many of the same risks as direct investments in real estate. In general, real estate
values can be affected by a variety of factors, including, but not limited to, supply and demand for properties, general or
local economic conditions, and the strength of specific industries that rent properties. Ultimately, a REIT’s performance
depends on the types and locations of the properties it owns and on how well the REIT manages its properties. For
example, rental income could decline because of extended vacancies, increased competition from nearby properties,
tenants’ failure to pay rent, regulatory limitations on rents, fluctuations in rental income, variations in market rental rates,
or incompetent management. Property values could decrease because of overbuilding in the area, environmental
liabilities, uninsured damages caused by natural disasters, a general decline in the neighborhood, losses because of
casualty or condemnation, increases in property taxes, or changes in zoning laws.

The value of a REIT may also be affected by changes in interest rates. Rising interest rates generally increase the cost
of financing for real estate projects, which could cause the value of an equity REIT to decline. During periods of
declining interest rates, mortgagors may elect to prepay mortgages held by mortgage REITs, which could lower or
diminish the yield on the REIT. REITs are also subject to heavy cash-flow dependency, default by borrowers, and
changes in tax and regulatory requirements. In addition, a REIT may fail to meet the requirements for qualification and
taxation as a REIT under the IRC and/or fail to maintain exemption from the 1940 Act.

Reliance on Service Providers, Data Providers, and Other Technology. Vanguard funds rely upon the performance
of service providers to execute several key functions, which may include functions integral to a fund’s operations.
Failure by any service provider to carry out its obligations to a fund could disrupt the business of the fund and could
have an adverse effect on the fund’s performance. A fund’s service providers’ reliance on certain technology or

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information vendors (e.g., trading systems, investment analysis tools, benchmark analytics, and tax and accounting
tools) could also adversely affect a fund and its shareholders. For example, a fund’s investment advisor may use
models and/or data with respect to potential investments for the fund. When models or data prove to be incorrect or
incomplete, any decisions made in reliance upon such models or data expose a fund to potential risks.

Repurchase Agreements. A repurchase agreement is an agreement under which a fund acquires a debt security
(generally a security issued by the U.S. government or an agency thereof, a banker’s acceptance, or a certificate of
deposit) from a bank, a broker, a dealer, or another counterparty that meets minimum credit requirements and
simultaneously agrees to resell such security to the seller at an agreed-upon price and date (normally, the next business
day). Because the security purchased constitutes collateral for the repurchase obligation, a repurchase agreement may
be considered a loan that is collateralized by the security purchased. The resale price reflects an agreed-upon interest
rate effective for the period the instrument is held by a fund and is unrelated to the interest rate on the underlying
instrument. In these transactions, the securities acquired by a fund (including accrued interest earned thereon) must
have a total value in excess of the value of the repurchase agreement and be held by a custodian bank until
repurchased. In addition, the investment advisor will monitor a fund’s repurchase agreement transactions generally and
will evaluate the creditworthiness of any bank, broker, dealer, or other counterparty that meets minimum credit
requirements to a repurchase agreement relating to a fund. The aggregate amount of any such agreements is not
limited, except to the extent required by law.

The use of repurchase agreements involves certain risks. One risk is the seller’s ability to pay the agreed-upon
repurchase price on the repurchase date. If the seller defaults, the fund may incur costs in disposing of the collateral,
which would reduce the amount realized thereon. If the seller seeks relief under bankruptcy laws, the disposition of the
collateral may be delayed or limited. For example, if the other party to the agreement becomes insolvent and subject to
liquidation or reorganization under bankruptcy or other laws, a court may determine that the underlying security is
collateral for a loan by the fund not within its control, and therefore the realization by the fund on such collateral may be
automatically stayed. Finally, it is possible that the fund may not be able to substantiate its interest in the underlying
security and may be deemed an unsecured creditor of the other party to the agreement.

Restricted and Illiquid Securities/Investments (including Private Placements). Illiquid securities/investments are
investments that a fund reasonably expects cannot be sold or disposed of in current market conditions in seven
calendar days or less without the sale or disposition significantly changing the market value of the investment. The SEC
generally limits aggregate holdings of illiquid securities/investments by a mutual fund to 15% of its net assets (5% for
money market funds). A fund may experience difficulty valuing and selling illiquid securities/investments and, in some
cases, may be unable to value or sell certain illiquid securities for an indefinite period of time. Illiquid securities may
include a wide variety of investments, such as (1) repurchase agreements maturing in more than seven days (unless the
agreements have demand/redemption features), (2) OTC options contracts and certain other derivatives (including
certain swap agreements), (3) fixed time deposits that are not subject to prepayment or do not provide for withdrawal
penalties upon prepayment (other than overnight deposits), (4) certain loan interests and other direct debt instruments,
(5) certain municipal lease obligations, (6) private equity investments, (7) commercial paper issued pursuant to Section
4(a)(2) of the 1933 Act, and (8) securities whose disposition is restricted under the federal securities laws. Illiquid
securities/investments may include restricted, privately placed securities (such as private investments in public equity
(PIPEs) or special purpose acquisition companies (SPACs)) that, under the federal securities laws, generally may be
resold only to qualified institutional buyers. If a market develops for a restricted security held by a fund, it may be treated
as a liquid security in accordance with guidelines approved by the board of trustees.

Reverse Repurchase Agreements. In a reverse repurchase agreement, a fund sells a security to another party, such
as a bank or broker-dealer, in return for cash and agrees to repurchase that security at an agreed-upon price and time.
Under a reverse repurchase agreement, the fund continues to receive any principal and interest payments on the
underlying security during the term of the agreement. Reverse repurchase agreements involve the risk that the market
value of securities retained by the fund may decline below the repurchase price of the securities sold by the fund that it
is obligated to repurchase. In addition to the risk of such a loss, fees charged to the fund may exceed the return the fund
earns from investing the proceeds received from the reverse repurchase agreement transaction. A reverse repurchase
agreement may be considered a borrowing transaction for purposes of the 1940 Act. A reverse repurchase agreement
transaction will not be considered to constitute the issuance, by a fund, of a “senior security,” as that term is defined in
Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage
requirement otherwise applicable to borrowings by a fund, if the fund complies with Rule 18f-4. A fund will enter into
reverse repurchase agreements only with parties whose creditworthiness has been reviewed and found satisfactory by

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the advisor. If the buyer in a reverse repurchase agreement becomes insolvent or files for bankruptcy, a fund’s use of
proceeds from the sale may be restricted while the other party or its trustee or receiver determines if it will honor the
fund’s right to repurchase the securities. If the fund is unable to recover the securities it sold in a reverse repurchase
agreement, it would realize a loss equal to the difference between the value of the securities and the payment it
received for them.

Securities Lending. A fund may lend its securities to financial institutions (typically brokers, dealers, and banks) to
generate income for the fund. There are certain risks associated with lending securities, including counterparty, credit,
market, regulatory, and operational risks. Vanguard considers the creditworthiness of the borrower, among other
factors, in making decisions with respect to the lending of securities, subject to oversight by the board of trustees. If the
borrower defaults on its obligation to return the securities lent because of insolvency or other reasons, a fund could
experience delays and costs in recovering the securities lent or in gaining access to the collateral. These delays and
costs could be greater for certain types of foreign securities, as well as certain types of borrowers that are subject to
global regulatory regimes. If a fund is not able to recover the securities lent, the fund may sell the collateral and
purchase a replacement security in the market. Collateral investments are subject to market appreciation or
depreciation. The value of the collateral could decrease below the value of the replacement investment by the time the
replacement investment is purchased. Currently, a fund invests cash collateral into Vanguard Market Liquidity Fund, an
affiliated money market fund that invests in high-quality, short-term money market instruments.

The terms and the structure of the loan arrangements, as well as the aggregate amount of securities loans, must be
consistent with the 1940 Act and the rules or interpretations of the SEC thereunder. These provisions limit the amount of
securities a fund may lend to 331⁄3% of the fund’s total assets and require that (1) the borrower pledge and maintain with
the fund collateral consisting of cash, an irrevocable letter of credit, or securities issued or guaranteed by the U.S.
government having at all times not less than 100% of the value of the securities lent; (2) the borrower add to such
collateral whenever the price of the securities lent rises (i.e., the borrower “marks to market” on a daily basis); (3) the
loan be made subject to termination by the fund at any time; and (4) the fund receives reasonable interest on the loan
(which may include the fund investing any cash collateral in interest-bearing short-term investments), any distribution on
the lent securities, and any increase in their market value. Loan arrangements made by a fund will comply with any
other applicable regulatory requirements. At the present time, the SEC does not object if an investment company pays
reasonable negotiated fees in connection with lent securities, so long as such fees are set forth in a written contract and
approved by the investment company’s trustees. In addition, voting rights pass with the lent securities, but if a fund has
knowledge that a material event will occur affecting securities on loan, and in respect to which the holder of the
securities will be entitled to vote or consent, the lender must be entitled to call the loaned securities in time to vote or
consent. A fund bears the risk that there may be a delay in the return of the securities, which may impair the fund’s
ability to vote on such a matter. See Tax Status of the Funds for information about certain tax consequences related to a
fund’s securities lending activities.

Pursuant to Vanguard’s securities lending policy, Vanguard’s fixed income and money market funds are not permitted
to, and do not, lend their investment securities.

Subsidiary Investments. Vanguard Total Stock Market Index Fund (the “Fund”) may invest in a totally held subsidiary
organized under the laws of the State of Delaware (the “Subsidiary”). The Fund intends to invest in the Subsidiary
primarily to effectuate compliance with legal or regulatory requirements applicable to the Fund or Vanguard. The
Subsidiary will principally hold equity securities that are otherwise held, or could be held, by the Fund. By investing in its
totally held Subsidiary, the Fund is indirectly exposed to all of the risks to which the Subsidiary is exposed. The
Subsidiary is not a registered investment company and, accordingly, is not subject to the 1940 Act. Therefore, the
Fund’s investment in the Subsidiary has none of the protections provided to investors in funds registered under the 1940
Act.

The Subsidiary pays an independent third-party manager (the “Manager”) a fee plus reasonable additional expenses to
serve as manager of the Subsidiary. The Manager has sole control over the Subsidiary, subject to the limitations in the
Subsidiary’s governing instrument. In addition, an independent third-party bank provides administrative and custodial
services to the Subsidiary. The Fund’s aggregate expenses relating to investing in the Subsidiary will be less than
0.01% of the Fund’s net assets.

Tax Matters—Federal Tax Discussion. Discussion herein of U.S. federal income tax matters summarizes some of the
important, generally applicable U.S. federal tax considerations relevant to investment in a fund based on the IRC, U.S.
Treasury regulations, and other applicable authorities. These authorities are subject to change by legislative,
administrative, or judicial action, possibly with retroactive effect. Each Fund has not requested and will not request an

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advance ruling from the Internal Revenue Service (IRS) as to the U.S. federal income tax matters discussed in this
Statement of Additional Information. In some cases, a fund’s tax position may be uncertain under current tax law and an
adverse determination or future guidance by the IRS with respect to such a position could adversely affect the fund and
its shareholders, including the fund’s ability to continue to qualify as a regulated investment company or to continue to
pursue its current investment strategy. A shareholder should consult his or her tax professional for information regarding
the particular situation and the possible application of U.S. federal, state, local, foreign, and other taxes.

Tax Matters—Federal Tax Treatment of Derivatives, Hedging, and Related Transactions. A fund’s transactions in
derivative instruments (including, but not limited to, options, futures, forward contracts, and swap agreements), as well
as any of the fund’s hedging, short sale, securities loan, or similar transactions, may be subject to one or more special
tax rules that accelerate income to the fund, defer losses to the fund, cause adjustments in the holding periods of the
fund’s securities, convert long-term capital gains into short-term capital gains, or convert short-term capital losses into
long-term capital losses. These rules could therefore affect the amount, timing, and character of distributions to
shareholders.

Because these and other tax rules applicable to these types of transactions are in some cases uncertain under current
law, an adverse determination or future guidance by the IRS with respect to these rules (which determination or
guidance could be retroactive) may affect whether a fund has made sufficient distributions, and otherwise satisfied the
relevant requirements, to maintain its qualification as a regulated investment company and avoid a fund-level tax.

Tax Matters—Federal Tax Treatment of Futures Contracts. For federal income tax purposes, a fund generally must
recognize, as of the end of each taxable year, any net unrealized gains and losses on certain futures contracts, as well
as any gains and losses actually realized during the year. In these cases, any gain or loss recognized with respect to a
futures contract is considered to be 60% long-term capital gain or loss and 40% short-term capital gain or loss, without
regard to the holding period of the contract. Gains and losses on certain other futures contracts (primarily non-U.S.
futures contracts) are not recognized until the contracts are closed and are treated as long-term or short-term,
depending on the holding period of the contract. Sales of futures contracts that are intended to hedge against a change
in the value of securities held by a fund may affect the holding period of such securities and, consequently, the nature of
the gain or loss on such securities upon disposition. A fund may be required to defer the recognition of losses on one
position, such as futures contracts, to the extent of any unrecognized gains on a related offsetting position held by the
fund.

A fund will distribute to shareholders annually any net capital gains that have been recognized for federal income tax
purposes on futures transactions. Such distributions will be combined with distributions of capital gains realized on the
fund’s other investments, and shareholders will be advised on the nature of the distributions.

Tax Matters—Federal Tax Treatment of Non-U.S. Currency Transactions. Special rules generally govern the federal
income tax treatment of a fund’s transactions in the following: non-U.S. currencies; non-U.S. currency-denominated debt
obligations; and certain non-U.S. currency options, futures contracts, forward contracts, and similar instruments.
Accordingly, if a fund engages in these types of transactions it may have ordinary income or loss to the extent that such
income or loss results from fluctuations in the value of the non-U.S. currency concerned. Such ordinary income could
accelerate fund distributions to shareholders and increase the distributions taxed to shareholders as ordinary income.
Any ordinary loss so created will generally reduce ordinary income distributions and, in some cases, could require the
recharacterization of prior ordinary income distributions. Net ordinary losses cannot be carried forward by the fund to
offset income or gains realized in subsequent taxable years.

Any gain or loss attributable to the non-U.S. currency component of a transaction engaged in by a fund that is not
subject to these special currency rules (such as foreign equity investments other than certain preferred stocks) will
generally be treated as a capital gain or loss and will not be segregated from the gain or loss on the underlying
transaction.

To the extent a fund engages in non-U.S. currency hedging, the fund may elect or be required to apply other rules that
could affect the character, timing, or amount of the fund’s gains and losses. For more information, see “Tax
Matters—Federal Tax Treatment of Derivatives, Hedging, and Related Transactions.”

Tax Matters—Foreign Tax Credit. Foreign governments may withhold taxes on dividends and interest paid with
respect to foreign securities held by a fund. Foreign governments may also impose taxes on other payments or gains
with respect to foreign securities. If, at the close of its fiscal year, more than 50% of a fund’s total assets are invested in
securities of foreign issuers, the fund may elect to pass through to shareholders the ability to deduct or, if they meet
certain holding period requirements, take a credit for foreign taxes paid by the fund. Similarly, if at the close of each

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quarter of a fund’s taxable year, at least 50% of its total assets consist of interests in other regulated investment
companies, the fund is permitted to elect to pass through to its shareholders the foreign income taxes paid by the fund
in connection with foreign securities held directly by the fund or held by a regulated investment company in which the
fund invests that has elected to pass through such taxes to shareholders.

Tax Matters—Passive Foreign Investment Companies. To the extent that a fund invests in stock in a foreign
company, such stock may constitute an equity investment in a passive foreign investment company (PFIC). A foreign
company is generally a PFIC if 75% or more of its gross income is passive or if 50% or more of its assets produce
passive income. Capital gains on the sale of an interest in a PFIC will be deemed ordinary income regardless of how
long a fund held it. Also, a fund may be subject to corporate income tax and an interest charge on certain dividends and
capital gains earned in respect to PFIC interests, whether or not such amounts are distributed to shareholders. To avoid
such tax and interest, a fund may elect to “mark to market” its PFIC interests, that is, to treat such interests as sold on
the last day of a fund’s fiscal year, and to recognize any unrealized gains (or losses, to the extent of previously
recognized gains) as ordinary income (or loss) each year. Distributions from a fund that are attributable to income or
gains earned in respect to PFIC interests are characterized as ordinary income.

Tax Matters—Real Estate Mortgage Investment Conduits. If a fund invests directly or indirectly, including through a
REIT or other pass-through entity, in residual interests in real estate mortgage investment conduits (REMICs) or equity
interests in taxable mortgage pools (TMPs), a portion of the fund’s income that is attributable to a residual interest in a
REMIC or an equity interest in a TMP (such portion referred to in the IRC as an “excess inclusion”) will be subject to
U.S. federal income tax in all events—including potentially at the fund level—under a notice issued by the IRS in
October 2006 and U.S. Treasury regulations that have yet to be issued but may apply retroactively. This notice also
provides, and the regulations are expected to provide, that excess inclusion income of a regulated investment company
will be allocated to shareholders of the regulated investment company in proportion to the dividends received by such
shareholders, with the same consequences as if the shareholders held the related interest directly. In general, excess
inclusion income allocated to shareholders (1) cannot be offset by net operating losses (subject to a limited exception
for certain thrift institutions); (2) will constitute unrelated business taxable income (UBTI) to entities (including a qualified
pension plan, an individual retirement account, a 401(k) plan, a Keogh plan, or other tax-exempt entity) subject to tax on
UBTI, thereby potentially requiring such an entity, which otherwise might not be required, to file a tax return and pay tax
on such income; and (3) in the case of a non-U.S. investor, will not qualify for any reduction in U.S. federal withholding
tax. A shareholder will be subject to U.S. federal income tax on such inclusions notwithstanding any exemption from
such income tax otherwise available under the IRC. As a result, a fund investing in such interests may not be suitable
for charitable remainder trusts. See “Tax Matters—Tax-Exempt Investors.”

Tax Matters—Tax Considerations for Non-U.S. Investors. U.S. withholding and estate taxes and certain U.S. tax
reporting requirements may apply to any investments made by non-U.S. investors in Vanguard funds. Certain properly
reported distributions of qualifying interest income or short-term capital gain made by a fund to its non-U.S. investors are
exempt from U.S. withholding taxes, provided the investors furnish valid tax documentation (i.e., IRS Form W-8)
certifying as to their non-U.S. status.

A fund is permitted, but is not required, to report any of its distributions as eligible for such relief, and some distributions
(e.g., distributions of interest a fund receives from non-U.S. issuers) are not eligible for this relief. For some funds,
Vanguard has chosen to report qualifying distributions and apply the withholding exemption to those distributions when
made to non-U.S. shareholders who invest directly with Vanguard. For other funds, Vanguard may choose not to apply
the withholding exemption to qualifying fund distributions made to direct shareholders, but may provide the reporting to
such shareholders. In these cases, a shareholder may be able to reclaim such withholding tax directly from the IRS.

If shareholders hold fund shares (including ETF shares) through a broker or intermediary, their broker or intermediary
may apply this relief to properly reported qualifying distributions made to shareholders with respect to those shares. If a
shareholder’s broker or intermediary instead collects withholding tax where the fund has provided the proper reporting,
the shareholder may be able to reclaim such withholding tax from the IRS. Please consult your broker or intermediary
regarding the application of these rules.

This relief does not apply to any withholding required under the Foreign Account Tax Compliance Act (FATCA), which
generally requires a fund to obtain information sufficient to identify the status of each of its shareholders. If a
shareholder fails to provide this information or otherwise fails to comply with FATCA, a fund may be required to withhold
under FATCA at a rate of 30% with respect to that shareholder on fund distributions. Please consult your tax advisor for
more information about these rules.

B-20
Tax Matters—Tax-Exempt Investors. Income of a fund that would be UBTI if earned directly by a tax-exempt entity will
not generally be attributed as UBTI to a tax-exempt shareholder of the fund. Notwithstanding this “blocking” effect, a
tax-exempt shareholder could realize UBTI by virtue of its investment in a fund if shares in the fund constitute
debt-financed property in the hands of the tax-exempt shareholder within the meaning of IRC Section 514(b).

A tax-exempt shareholder may also recognize UBTI if a fund recognizes “excess inclusion income” derived from direct
or indirect investments in residual interests in REMICs or equity interests in TMPs. See “Tax Matters—Real Estate
Mortgage Investment Conduits.”

In addition, special tax consequences apply to charitable remainder trusts that invest in a fund that invests directly or
indirectly in residual interests in REMICs or equity interests in TMPs. Charitable remainder trusts and other tax-exempt
investors are urged to consult their tax advisors concerning the consequences of investing in a fund.

Time Deposits. Time deposits are subject to the same risks that pertain to domestic issuers of money market
instruments, most notably credit risk (and, to a lesser extent, income risk, market risk, and liquidity risk). Additionally,
time deposits of foreign branches of U.S. banks and foreign branches of foreign banks may be subject to certain
sovereign risks. One such risk is the possibility that a sovereign country might prevent capital, in the form of U.S.
dollars, from flowing across its borders. Other risks include adverse political and economic developments, the extent
and quality of government regulation of financial markets and institutions, the imposition of foreign withholding taxes,
and expropriation or nationalization of foreign issuers. However, time deposits of such issuers will undergo the same
type of credit analysis as domestic issuers in which a Vanguard fund invests and will have at least the same financial
strength as the domestic issuers approved for the fund.

Warrants. Warrants are instruments that give the holder the right, but not the obligation, to buy an equity security at a
specific price for a specific period of time. Changes in the value of a warrant do not necessarily correspond to changes
in the value of its underlying security. The price of a warrant may be more volatile than the price of its underlying
security, and a warrant may offer greater potential for capital appreciation as well as capital loss. Warrants do not entitle
a holder to dividends or voting rights with respect to the underlying security and do not represent any rights in the assets
of the issuing company. A warrant ceases to have value if it is not exercised prior to its expiration date. These factors
can make warrants more speculative than other types of investments. Other kinds of warrants exist, including, but not
limited to, warrants linked to countries’ economic performance or to commodity prices such as oil prices. These warrants
may be subject to risk from fluctuation of underlying assets or indexes, as well as credit risk that the issuer does not pay
on the obligations and risk that the data used for warrant payment calculation does not accurately reflect the true
underlying commodity price or economic performance.

When-Issued, Delayed-Delivery, and Forward-Commitment Transactions. When-issued, delayed-delivery, and

forward-commitment transactions involve a commitment to purchase or sell specific securities at a predetermined price
or yield in which payment and delivery take place after the customary settlement period for that type of security.
Typically, no interest accrues to the purchaser until the security is delivered. When purchasing securities pursuant to
one of these transactions, payment for the securities is not required until the delivery date. However, the purchaser
assumes the rights and risks of ownership, including the risks of price and yield fluctuations and the risk that the security
will not be issued as anticipated. When a fund has sold a security pursuant to one of these transactions, the fund does
not participate in further gains or losses with respect to the security. If the other party to a delayed-delivery transaction
fails to deliver or pay for the securities, the fund could miss a favorable price or yield opportunity or suffer a loss. A fund
may renegotiate a when-issued or forward-commitment transaction and may sell the underlying securities before
delivery, which may result in capital gains or losses for the fund. When-issued, delayed-delivery, and
forward-commitment transactions will not be considered to constitute the issuance, by a fund, of a “senior security,” as
that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300%
asset coverage requirement otherwise applicable to borrowings by the fund, if the fund complies with Rule 18f-4.

Sale of Investor Shares of Vanguard Small-Cap Index and Vanguard Total Stock Market Index Funds in Japan.
In connection with the offering of the Investor Shares of Vanguard Small-Cap Index and Vanguard Total Stock Market
Index Funds in Japan, the Funds have undertaken to the Japanese Securities Dealers Association that each Fund may
not (1) borrow money, except for temporary or emergency purposes in an amount not exceeding 10% of the Fund’s net
assets; (2) together with other mutual funds managed by Vanguard, acquire more than 50% of the outstanding voting
securities of any issuer; (3) invest more than 15% of its net assets in illiquid securities (which include securities
restricted as to resale unless they are determined to be readily marketable in accordance with procedures established
by the board of trustees); and (4) sell securities short at any time in excess of its net asset value.

B-21
If the undertaking is violated, the Funds will, promptly after discovery, take such action as may be necessary to cause
the violation to cease, which shall be the only obligation of the Funds and the only remedy in respect to the violation.
This undertaking will remain in effect as long as (1) shares of the Funds are qualified for offer or sale in Japan and (2)
the undertaking is required by “Standards of Selection of Foreign Investment Fund Securities” established under the
Rules of Foreign Securities Transactions by the Japanese Securities Dealers Association.

SHARE PRICE
Multiple-class funds do not have a single share price. Rather, each class has a share price, also known as net asset
value (NAV), which is calculated as of the close of regular trading on the New York Stock Exchange (NYSE), generally 4
p.m., Eastern time, on each day that the NYSE is open for business (a business day). In the rare event the NYSE
experiences unanticipated disruptions and is unavailable at the close of the trading day, each Fund reserves the right to
treat such day as a business day and calculate NAVs as of the close of regular trading on the Nasdaq (or another
alternate exchange if the Nasdaq is unavailable, as determined at Vanguard’s discretion), generally 4 p.m., Eastern
time. The NAV per share is computed by dividing the total assets, minus liabilities, allocated to the share class by the
number of Fund shares outstanding for that class. On U.S. holidays or other days when the NYSE is closed, the NAV is
not calculated, and the Funds do not sell or redeem shares. However, on those days the value of a Fund’s assets may
be affected to the extent that the Fund holds securities that change in value on those days (such as foreign securities
that trade on foreign markets that are open).

The NYSE typically observes the following holidays: New Year’s Day; Martin Luther King, Jr., Day; Presidents’ Day
(Washington’s Birthday); Good Friday; Memorial Day; Juneteenth National Independence Day; Independence Day;
Labor Day; Thanksgiving Day; and Christmas Day. Although each Fund expects the same holidays to be observed in
the future, the NYSE may modify its holiday schedule or hours of operation at any time.

PURCHASE AND REDEMPTION OF SHARES

Purchase of Shares (other than ETF Shares)

The purchase price of shares of each Fund is the NAV per share next determined after the purchase request is received
in good order, as defined in the Fund’s prospectus.

Exchange of Securities for Shares of a Fund. Shares of a Fund may be purchased “in kind” (i.e., in exchange for
securities, rather than for cash) at the discretion of the Fund’s portfolio manager. Such securities must not be restricted
as to transfer and must have a value that is readily ascertainable. Securities accepted by the Fund will be valued, as set
forth in the Fund’s prospectus, as of the time of the next determination of NAV after such acceptance. All dividend,
subscription, or other rights that are reflected in the market price of accepted securities at the time of valuation become
the property of the Fund and must be delivered to the Fund by the investor upon receipt from the issuer. A gain or loss
for federal income tax purposes, depending upon the cost of the securities tendered, would be realized by the investor
upon the exchange. Investors interested in purchasing fund shares in kind should contact Vanguard.

Redemption of Shares (other than ETF Shares)

The redemption price of shares of each Fund is the NAV per share next determined after the redemption request is
received in good order, as defined in the Fund’s prospectus.

Each Fund can postpone payment of redemption proceeds for up to seven calendar days. In addition, each Fund can
suspend redemptions and/or postpone payments of redemption proceeds beyond seven calendar days (1) during any
period that the NYSE is closed or trading on the NYSE is restricted as determined by the SEC; (2) during any period
when an emergency exists, as defined by the SEC, as a result of which it is not reasonably practicable for the Fund to
dispose of securities it owns or to fairly determine the value of its assets; or (3) for such other periods as the SEC may
permit.

The Trust has filed a notice of election with the SEC to pay in cash all redemptions requested by any shareholder of
record limited in amount during any 90-day period to the lesser of $250,000 or 1% of the net assets of a Fund at the
beginning of such period.

B-22
If Vanguard determines that it would be detrimental to the best interests of the remaining shareholders of a Fund to
make payment wholly or partly in cash, the Fund may pay the redemption price in whole or in part by a distribution in
kind of readily marketable securities held by the Fund in lieu of cash in conformity with applicable rules of the SEC and
in accordance with procedures adopted by the Fund’s board of trustees. Investors may incur brokerage charges on the
sale of such securities received in payment of redemptions.

The Funds do not charge redemption fees. Shares redeemed may be worth more or less than what was paid for them,
depending on the market value of the securities held by the Fund.

Vanguard processes purchase and redemption requests through a pooled account. Pending investment direction or
distribution of redemption proceeds, the assets in the pooled account are invested and any earnings (the “float”) are
allocated proportionately among the Vanguard funds in order to offset fund expenses. Other than the float, Vanguard
treats assets held in the pooled account as the assets of each shareholder making such purchase or redemption
request.

Right to Change Policies

Vanguard reserves the right, without notice, to (1) alter, add, or discontinue any conditions of purchase (including
eligibility requirements), redemption, exchange, conversion, service, or privilege at any time and (2) alter, impose,
discontinue, or waive any purchase fee, redemption fee, account service fee, or other fee charged to a shareholder or a
group of shareholders. Changes may affect any or all investors. These actions will be taken when, at the sole discretion
of Vanguard management, Vanguard believes they are in the best interest of a fund.

Investing With Vanguard Through Other Firms

Each Fund has authorized certain agents to accept on its behalf purchase and redemption orders, and those agents are
authorized to designate other intermediaries to accept purchase and redemption orders on the Fund’s behalf
(collectively, Authorized Agents). A Fund will be deemed to have received a purchase or redemption order when an
Authorized Agent accepts the order in accordance with the Fund’s instructions. In most instances, a customer order that
is properly transmitted to an Authorized Agent will be priced at the NAV per share next determined after the order is
received by the Authorized Agent.

B-23
 MANAGEMENT OF THE FUNDS

Vanguard
Each Fund is part of the Vanguard group of investment companies, which consists of over 200 funds. Each fund is a
series of a Delaware statutory trust. The funds obtain virtually all of their corporate management, administrative, and
distribution services through the trusts’ jointly owned subsidiary, Vanguard. Vanguard may contract with certain
third-party service providers to assist Vanguard in providing certain administrative and/or accounting services with
respect to the funds, subject to Vanguard’s oversight. Vanguard also provides investment advisory services to certain
Vanguard funds. All of these services are provided at Vanguard’s total cost of operations pursuant to the Fifth Amended
and Restated Funds’ Service Agreement (the Agreement).

Vanguard employs a supporting staff of management and administrative personnel needed to provide the requisite
services to the funds and also furnishes the funds with necessary office space, furnishings, and equipment. Each fund
(other than a fund of funds) pays its share of Vanguard’s total expenses, which are allocated among the funds under
methods approved by the board of trustees of each fund. In addition, each fund bears its own direct expenses, such as
legal, auditing, and custodial fees.

Pursuant to an agreement between Vanguard and JPMorgan Chase Bank, N.A. (JPMorgan), JPMorgan provides
services for Vanguard Extended Market Index Fund, Vanguard Mid-Cap Growth Index Fund, Vanguard Mid-Cap Index
Fund, Vanguard Mid-Cap Value Index Fund, Vanguard Small-Cap Growth Index Fund, Vanguard Small-Cap Index Fund,
Vanguard Small-Cap Value Index Fund, and Vanguard Total Stock Market Index Fund. These services include, but are
not limited to: (i) the calculation of such funds’ daily NAVs and (ii) the furnishing of financial reports. The fees paid to
JPMorgan under this agreement are based on a combination of flat and asset based fees. During the fiscal years ended
December 31, 2021, 2022, and 2023, JPMorgan had received fees from the Funds for administrative services rendered
as shown in the table below.

Pursuant to an agreement between Vanguard and State Street Bank and Trust Company (State Street), State Street
provides services for Vanguard 500 Index Fund, Vanguard Growth Index Fund, Vanguard Value Index Fund, and
Vanguard Large-Cap Index Fund. These services include, but are not limited to: (i) the calculation of such funds’ daily
NAVs and (ii) the furnishing of financial reports. The fees paid to State Street under this agreement are based on a
combination of flat and asset based fees. During the fiscal years ended December 31, 2021, 2022, and 2023, State
Street had received fees from the Funds for administrative services rendered as shown in the table below.

Vanguard Fund 2021 2022 2023

Vanguard 500 Index Fund $16,125.00 $21,500.04 $21,500.06
Vanguard Extended Market Index Fund 16,999.95 16,999.88 16,999.93
Vanguard Growth Index Fund 16,125.02 21,500.07 21,500.03
Vanguard Large Cap Index Fund 16,125.07 21,500.07 21,500.03
Vanguard Mid-Cap Growth Index Fund 16,999.92 16,999.90 16,999.90
Vanguard Mid-Cap Index Fund 16,999.92 16,999.94 16,999.92
Vanguard Mid-Cap Value Index Fund 16,999.97 16,999.91 16,999.92
Vanguard Small-Cap Growth Index Fund 16,999.90 16,999.94 16,999.93
Vanguard Small-Cap Index Fund 16,999.88 16,999.86 16,999.92
Vanguard Small-Cap Value Index Fund 16,999.96 16,999.91 16,999.90
Vanguard Total Stock Market Index Fund 16,999.94 16,999.95 16,999.94
Vanguard Value Index Fund 16,125.06 21,500.05 21,500.05

The funds’ officers are also employees of Vanguard.

Vanguard, Vanguard Marketing Corporation (VMC), the funds, and the funds’ advisors have adopted codes of ethics
designed to prevent employees who may have access to nonpublic information about the trading activities of the funds
(access persons) from profiting from that information. The codes of ethics permit access persons to invest in securities
for their own accounts, including securities that may be held by a fund, but place substantive and procedural restrictions
on the trading activities of access persons. For example, the codes of ethics require that access persons receive
advance approval for most securities trades to ensure that there is no conflict with the trading activities of the funds.

B-24
Vanguard was established and operates under the Agreement. The Agreement provides that each Vanguard fund may
be called upon to invest up to 0.40% of its net assets in Vanguard. The amounts that each fund has invested are
adjusted from time to time in order to maintain the proportionate relationship between each fund’s relative net assets
and its contribution to Vanguard’s capital.

As of December 31, 2023, the Funds had contributed capital to Vanguard as follows:

Capital Percentage of Percent of

Contribution Fund’s Average Vanguard Funds’
Vanguard Fund to Vanguard Net Assets Capitalization
Vanguard Total Stock Market Index Fund $45,961,000 Less than 0.01% 18.38%
Vanguard 500 Index Fund 31,035,000 Less than 0.01 12.41
Vanguard Extended Market Index Fund 2,927,000 Less than 0.01 1.17
Vanguard Large-Cap Index Fund 1,437,000 Less than 0.01 0.57
Vanguard Mid-Cap Index Fund 4,827,000 Less than 0.01 1.93
Vanguard Small-Cap Index Fund 4,012,000 Less than 0.01 1.60
Vanguard Value Index Fund 4,921,000 Less than 0.01 1.97
Vanguard Mid-Cap Value Index Fund 892,000 Less than 0.01 0.36
Vanguard Small-Cap Value Index Fund 1,574,000 Less than 0.01 0.63
Vanguard Growth Index Fund 6,342,000 Less than 0.01 2.54
Vanguard Mid-Cap Growth Index Fund 707,000 Less than 0.01 0.28
Vanguard Small-Cap Growth Index Fund 962,000 Less than 0.01 0.38

Management. Corporate management and administrative services include (1) executive staff, (2) accounting and
financial, (3) legal and regulatory, (4) shareholder account maintenance, (5) monitoring and control of custodian
relationships, (6) shareholder reporting, and (7) review and evaluation of advisory and other services provided to the
funds by third parties.

Distribution. Vanguard Marketing Corporation, 100 Vanguard Boulevard, Malvern, PA 19355, a wholly owned
subsidiary of Vanguard, is the principal underwriter for the funds and in that capacity performs and finances marketing,
promotional, and distribution activities (collectively, marketing and distribution activities) that are primarily intended to
result in the sale of the funds’ shares. VMC offers shares of each fund for sale on a continuous basis and will use all
reasonable efforts in connection with the distribution of shares of the funds. VMC performs marketing and distribution
activities in accordance with the conditions of a 1981 SEC exemptive order that permits the Vanguard funds to
internalize and jointly finance the marketing, promotion, and distribution of their shares. The funds’ trustees review and
approve the marketing and distribution expenses incurred by the funds, including the nature and cost of the activities
and the desirability of each fund’s continued participation in the joint arrangement.

To ensure that each fund’s participation in the joint arrangement falls within a reasonable range of fairness, each fund
contributes to VMC’s marketing and distribution expenses in accordance with an SEC-approved formula. Under that
formula, one half of the marketing and distribution expenses are allocated among the funds based upon their relative net
assets. The remaining half of those expenses is allocated among the funds based upon each fund’s sales for the
preceding 24 months relative to the total sales of the funds as a group, provided, however, that no fund’s aggregate
quarterly rate of contribution for marketing and distribution expenses shall exceed 125% of the average marketing and
distribution expense rate for Vanguard and that no fund shall incur annual marketing and distribution expenses in
excess of 0.20% of its average month-end net assets. Each fund’s contribution to these marketing and distribution
expenses helps to maintain and enhance the attractiveness and viability of the Vanguard complex as a whole, which
benefits all of the funds and their shareholders.

VMC’s principal marketing and distribution expenses are for advertising, promotional materials, and marketing
personnel. Other marketing and distribution activities of an administrative nature that VMC undertakes on behalf of the
funds may include, but are not limited to:
■ Conducting or publishing Vanguard-generated research and analysis concerning the funds, other investments, the
financial markets, or the economy.

B-25
■ Providing views, opinions, advice, or commentary concerning the funds, other investments, the financial markets, or
the economy.
■ Providing analytical, statistical, performance, or other information concerning the funds, other investments, the
financial markets, or the economy.
■ Providing administrative services in connection with investments in the funds or other investments, including, but not
limited to, shareholder services, recordkeeping services, and educational services.
■ Providing products or services that assist investors or financial service providers (as defined below) in the investment
decision-making process.

VMC performs most marketing and distribution activities itself. Some activities may be conducted by third parties
pursuant to shared marketing arrangements under which VMC agrees to share the costs and performance of marketing
and distribution activities in concert with a financial service provider. Financial service providers include, but are not
limited to, investment advisors, broker-dealers, financial planners, financial consultants, banks, and insurance
companies. Under these cost- and performance-sharing arrangements, VMC may pay or reimburse a financial service
provider (or a third party it retains) for marketing and distribution activities that VMC would otherwise perform. VMC’s
cost- and performance-sharing arrangements may be established in connection with Vanguard investment products or
services offered or provided to or through the financial service providers.

VMC’s arrangements for shared marketing and distribution activities may vary among financial service providers, and its
payments or reimbursements to financial service providers in connection with shared marketing and distribution
activities may be significant. VMC, as a matter of policy, does not pay asset-based fees, sales-based fees, or
account-based fees to financial service providers in connection with its marketing and distribution activities for the
Vanguard funds. VMC does make fixed dollar payments to financial service providers when sponsoring, jointly
sponsoring, financially supporting, or participating in conferences, programs, seminars, presentations, meetings, or
other events involving fund shareholders, financial service providers, or others concerning the funds, other investments,
the financial markets, or the economy, such as industry conferences, prospecting trips, due diligence visits, training or
education meetings, and sales presentations. VMC also makes fixed dollar payments to financial service providers for
data regarding funds, such as statistical information regarding sales of fund shares. In addition, VMC makes fixed dollar
payments for expenses associated with financial service providers’ use of Vanguard’s funds including, but not limited to,
the use of funds in model portfolios. These payments may be used for services including, but not limited to, technology
support and development; platform support and development; due diligence related to products used on a platform;
legal, regulatory, and compliance expenses related to a platform; and other platform-related services.

In connection with its marketing and distribution activities, VMC may give financial service providers (or their
representatives) (1) promotional items of nominal value that display Vanguard’s logo, such as golf balls, shirts, towels,
pens, and mouse pads; (2) gifts that do not exceed $100 per person annually and are not preconditioned on
achievement of a sales target; (3) an occasional meal, a ticket to a sporting event or the theater, or comparable
entertainment that is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned
on achievement of a sales target; and (4) reasonable travel and lodging accommodations to facilitate participation in
marketing and distribution activities.

VMC policy prohibits marketing and distribution activities that are intended, designed, or likely to compromise suitability
determinations by, or the fulfillment of any fiduciary duties or other obligations that apply to, financial service providers.
Nonetheless, VMC’s marketing and distribution activities are primarily intended to result in the sale of the funds’ shares,
and as such, its activities, including shared marketing and distribution activities and fixed dollar payments as described
above, may influence applicable financial service providers (or their representatives) to recommend, promote, include,
or invest in a Vanguard fund or share class. In addition, Vanguard or any of its subsidiaries may retain a financial
service provider to provide consulting or other services, and that financial service provider also may provide services to
investors. Investors should consider the possibility that any of these activities, relationships, or payments may influence
a financial service provider’s (or its representatives’) decision to recommend, promote, include, or invest in a Vanguard
fund or share class. Each financial service provider should consider its suitability determinations, fiduciary duties, and
other legal obligations (or those of its representatives) in connection with any decision to consider, recommend,
promote, include, or invest in a Vanguard fund or share class.

B-26
The following table describes the expenses of Vanguard and VMC that are incurred by the Funds. Amounts captioned
“Management and Administrative Expenses” include a Fund’s allocated share of expenses associated with the
management, administrative, and transfer agency services Vanguard provides to the Vanguard funds. Amounts
captioned “Marketing and Distribution Expenses” include a Fund’s allocated share of expenses associated with the
marketing and distribution activities that VMC conducts on behalf of the Vanguard funds.

As is the case with all mutual funds, transaction costs incurred by each Fund for buying and selling securities are not
reflected in the table. Annual Shared Fund Operating Expenses are based on expenses incurred in the fiscal years
ended December 31, 2021, 2022, and 2023, and are presented as a percentage of each Fund’s average month-end net
assets.

Annual Shared Fund Operating Expenses

(Shared Expenses Deducted From Fund Assets)
Vanguard Fund 2021 2022 2023
Vanguard 500 Index Fund
Management and Administrative Expenses 0.03% 0.03% 0.03%
Marketing and Distribution Expenses Less than 0.01 Less than 0.01 Less than 0.01
Vanguard Extended Market Index Fund
Management and Administrative Expenses 0.04% 0.04% 0.04%
Marketing and Distribution Expenses Less than 0.01 Less than 0.01 Less than 0.01
Vanguard Growth Index Fund
Management and Administrative Expenses 0.04% 0.04% 0.04%
Marketing and Distribution Expenses Less than 0.01 Less than 0.01 Less than 0.01
Vanguard Large-Cap Index Fund
Management and Administrative Expenses 0.03% 0.03% 0.03%
Marketing and Distribution Expenses Less than 0.01 Less than 0.01 Less than 0.01
Vanguard Mid-Cap Growth Index Fund
Management and Administrative Expenses 0.05% 0.06% 0.06%
Marketing and Distribution Expenses Less than 0.01 Less than 0.01 0.01
Vanguard Mid-Cap Index Fund
Management and Administrative Expenses 0.04% 0.04% 0.03%
Marketing and Distribution Expenses 0.01 Less than 0.01 Less than 0.01
Vanguard Mid-Cap Value Index Fund
Management and Administrative Expenses 0.05% 0.06% 0.06%
Marketing and Distribution Expenses Less than 0.01 Less than 0.01 0.01
Vanguard Small-Cap Growth Index Fund
Management and Administrative Expenses 0.05% 0.06% 0.06%
Marketing and Distribution Expenses Less than 0.01 Less than 0.01 Less than 0.01
Vanguard Small-Cap Index Fund
Management and Administrative Expenses 0.04% 0.04% 0.04%
Marketing and Distribution Expenses Less than 0.01 Less than 0.01 Less than 0.01
Vanguard Small-Cap Value Index Fund
Management and Administrative Expenses 0.06% 0.06% 0.06%
Marketing and Distribution Expenses Less than 0.01 Less than 0.01 0.01
Vanguard Total Stock Market Index Fund
Management and Administrative Expenses 0.04% 0.03% 0.02%
Marketing and Distribution Expenses Less than 0.01 Less than 0.01 Less than 0.01
Vanguard Value Index Fund
Management and Administrative Expenses 0.03% 0.03% 0.03%
Marketing and Distribution Expenses Less than 0.01 Less than 0.01 Less than 0.01

B-27
Officers and Trustees
Each Vanguard fund is governed by the board of trustees of its trust and a single set of officers. Consistent with the
board’s corporate governance principles, the trustees believe that their primary responsibility is oversight of the
management of each fund for the benefit of its shareholders, not day-to-day management. The trustees set broad
policies for the funds; select investment advisors; monitor fund operations, regulatory compliance, performance, and
costs; nominate and select new trustees; and elect fund officers. Vanguard manages the day-to-day operations of the
funds under the direction of the board of trustees.

The trustees play an active role, as a full board and at the committee level, in overseeing risk management for the
funds. The trustees delegate the day-to-day risk management of the funds to various groups, including portfolio review,
investment management, risk management, compliance, legal, fund accounting, and fund services and oversight. These
groups provide the trustees with regular reports regarding investment, valuation, liquidity, and compliance, as well as
the risks associated with each. The trustees also oversee risk management for the funds through regular interactions
with the funds’ internal and external auditors.

The full board participates in the funds’ risk oversight, in part, through the Vanguard funds’ compliance program, which
covers the following broad areas of compliance: investment and other operations; recordkeeping; valuation and pricing;
communications and disclosure; reporting and accounting; oversight of service providers; fund governance; and codes
of ethics, insider trading controls, and protection of nonpublic information. The program seeks to identify and assess risk
through various methods, including through regular interdisciplinary communications between compliance professionals
and business personnel who participate on a daily basis in risk management on behalf of the funds. The funds’ chief
compliance officer regularly provides reports to the board in writing and in person.

The audit committee of the board, which is composed of F. Joseph Loughrey, Mark Loughridge, Sarah Bloom Raskin,
and Peter F. Volanakis, each of whom is an independent trustee, oversees management of financial risks and controls.
The audit committee serves as the channel of communication between the independent auditors of the funds and the
board with respect to financial statements and financial reporting processes, systems of internal control, and the audit
process. Vanguard’s head of internal audit reports directly to the audit committee and provides reports to the committee
in writing and in person on a regular basis. Although the audit committee is responsible for overseeing the management
of financial risks, the entire board is regularly informed of these risks through committee reports.

All of the trustees bring to each fund’s board a wealth of executive leadership experience derived from their service as
executives (in many cases chief executive officers), board members, and leaders of diverse public operating companies,
academic institutions, and other organizations. In determining whether an individual is qualified to serve as a trustee of
the funds, the board considers a wide variety of information about the trustee, and multiple factors contribute to the
board’s decision. Each trustee is determined to have the experience, skills, and attributes necessary to serve the funds
and their shareholders because each trustee demonstrates an exceptional ability to consider complex business and
financial matters, evaluate the relative importance and priority of issues, make decisions, and contribute effectively to
the deliberations of the board. The board also considers the individual experience of each trustee and determines that
the trustee’s professional experience, education, and background contribute to the diversity of perspectives on the
board. The business acumen, experience, and objective thinking of the trustees are considered invaluable assets for
Vanguard management and, ultimately, the Vanguard funds’ shareholders. The specific roles and experience of each
board member that factor into this determination are presented on the following pages. The mailing address of the
trustees and officers is P.O. Box 876, Valley Forge, PA 19482.

B-28
 Principal Occupation(s) Number of
Position(s) Vanguard During the Past Five Years, Vanguard Funds
Held With Funds’ Trustee/ Outside Directorships, Overseen by
Name, Year of Birth Funds Officer Since and Other Experience Trustee/Officer
Interested Trustee1
Mortimer J. Buckley Chairman of the January 2018 Chairman of the board (2019–present) of Vanguard 210
(1969) Board, Chief and of each of the investment companies served by
Executive Vanguard; chief executive officer (2018–present) of
Officer, and Vanguard; chief executive officer, president, and
President trustee (2018–present) of each of the investment
companies served by Vanguard; president
(2017-2024) and director (2017–present) of Vanguard;
and president (2018–present) of Vanguard Marketing
Corporation. Chief investment officer (2013–2017),
managing director (2002–2017), head of the Retail
Investor Group (2006–2012), and chief information
officer (2001–2006) of Vanguard. Member of the
board of governors of the Investment Company
Institute and of FINRA.
1 Mr. Buckley is considered an “interested person” as defined in the 1940 Act because he is an officer of the Trust.
Independent Trustees
Tara Bunch Trustee November 2021 Head of Global Operations at Airbnb (2020–present). 210
(1962) Vice President of AppleCare (2012–2020). Member of
the board of the University of California, Berkeley
School of Engineering, and Santa Clara University’s
School of Business.
Emerson U. Fullwood Trustee January 2008 Executive chief staff and marketing officer for North 210
(1948) America and corporate vice president (retired 2008) of
Xerox Corporation (document management products
and services). Former president of the Worldwide
Channels Group, Latin America, and Worldwide
Customer Service and executive chief staff officer of
Developing Markets of Xerox. Executive in residence
and 2009–2010 Distinguished Minett Professor at the
Rochester Institute of Technology. Member of the
board of directors of the University of Rochester
Medical Center, the Monroe Community College
Foundation, the United Way of Rochester, North
Carolina A&T University, Roberts Wesleyan College,
and the Rochester Philharmonic Orchestra. Trustee of
the University of Rochester.
F. Joseph Loughrey Trustee October 2009 President and chief operating officer (retired 2009) 210
(1949) and vice chairman of the board (2008–2009) of
Cummins Inc. (industrial machinery). Director of the V
Foundation. Member of the advisory council for the
College of Arts and Letters at the University of Notre
Dame. Chairman of the board of Saint Anselm
College.
Mark Loughridge Lead March 2012 Senior vice president and chief financial officer (retired 210
(1953) Independent 2013) of IBM (information technology services).
Trustee Fiduciary member of IBM’s Retirement Plan
Committee (2004–2013), senior vice president and
general manager (2002–2004) of IBM Global
Financing, vice president and controller (1998–2002)
of IBM, and a variety of other prior management roles
at IBM. Member of the Council on Chicago Booth.

B-29
 Principal Occupation(s) Number of
Position(s) Vanguard During the Past Five Years, Vanguard Funds
Held With Funds’ Trustee/ Outside Directorships, Overseen by
Name, Year of Birth Funds Officer Since and Other Experience Trustee/Officer
Scott C. Malpass Trustee March 2012 Co-founder and managing partner (2022-present) of 210
(1962) Grafton Street Partners (investment advisory firm).
Chief investment officer and vice president of the
University of Notre Dame (retired 2020). Chair of the
board of Catholic Investment Services, Inc.
(investment advisors). Member of the board of
superintendence of the Institute for the Works of
Religion. Member of the Notre Dame 403(b)
Investment Committee and the board of directors of
Paxos Trust Company (finance).
Deanna Mulligan Trustee January 2018 Chief executive officer of Purposeful (2021–present). 210
(1963) Board chair (2020), chief executive officer
(2011–2020), and president (2010–2019) of The
Guardian Life Insurance Company of America. Chief
operating officer (2010–2011) and executive vice
president (2008–2010) of Individual Life and Disability
of The Guardian Life Insurance Company of America.
Director of DuPont. Member of the board of the
Economic Club of New York. Trustee of the
Partnership for New York City (business leadership),
the Chief Executives for Corporate Purpose, and the
New York-Presbyterian Hospital.
Lubos Pastor Trustee January 2024 Charles P. McQuaid Distinguished Service Professor 210
(1974) of Finance (2023-present) at the University of Chicago
Booth School of Business; Charles P. McQuaid
Professor of Finance at the University of Chicago
Booth School of Business (2009-2023). Vice
President at European Finance Association. Member
of the board of the Fama-Miller Center for Research in
Finance. Research Associate at the National Bureau
of Economic Research, and Research Fellow at the
Centre for Economic Policy and Research. Member of
Center for Research in Security Prices (CRSP) Index
Advisory Council and Advisory Board.
André F. Perold Trustee December 2004 George Gund Professor of Finance and Banking, 210
(1952) Emeritus at the Harvard Business School (retired
2011). Chief investment officer and partner of
HighVista Strategies LLC (private investment firm).
Board member of RIT Capital Partners (investment
firm).
Sarah Bloom Raskin Trustee January 2018 Deputy secretary (2014–2017) of the United States 210
(1961) Department of the Treasury. Governor (2010–2014) of
the Federal Reserve Board. Commissioner
(2007–2010) of financial regulation for the State of
Maryland. Colin W. Brown Distinguished Professor of
the Practice, Duke Law School (2021–present);
Rubenstein Fellow, Duke University (2017–2020);
Distinguished Fellow of the Global Financial Markets
Center, Duke Law School (2020–2022); and Senior
Fellow, Duke Center on Risk (2020–present). Partner
of Kaya Partners (climate policy advisory services).
Member of the board of directors of Arcadia (energy
solution technology).

B-30
 Principal Occupation(s) Number of
Position(s) Vanguard During the Past Five Years, Vanguard Funds
Held With Funds’ Trustee/ Outside Directorships, Overseen by
Name, Year of Birth Funds Officer Since and Other Experience Trustee/Officer
Grant Reid Trustee July 2023 Senior operating partner (2023–present) of CVC 210
(1959) Capital (alternative investment manager). Chief
executive officer and president (2014–2022) and
member of the board of directors (2015–2022) of
Mars, Incorporated (multinational manufacturer).
Member of the board of directors of Marriott
International, Inc. Member of the board of the
Sustainable Markets Initiative (environmental
services) and chair of the Sustainable Markets
Initiative’s Agribusiness Task Force.
David Thomas Trustee July 2021 President of Morehouse College (2018–present). 210
(1956) Professor of Business Administration Emeritus at
Harvard University (2017–2018) and Dean
(2011–2016) and Professor of Management at
Georgetown University, McDonough School of
Business (2016–2017). Director of DTE Energy
Company. Trustee of Common Fund.
Peter F. Volanakis Trustee July 2009 President and chief operating officer (retired 2010) of 210
(1955) Corning Incorporated (communications equipment)
and director of Corning Incorporated (2000–2010) and
Dow Corning (2001–2010). Director (2012) of SPX
Corporation (multi-industry manufacturing). Overseer
of the Amos Tuck School of Business Administration,
Dartmouth College (2001–2013). Member of the BMW
Group Mobility Council.
Executive Officers
Jacqueline Angell Chief November 2022 Principal of Vanguard. Chief compliance officer 210
(1974) Compliance (2022–present) of Vanguard and of each of the
Officer investment companies served by Vanguard. Chief
compliance officer (2018–2022) and deputy chief
compliance officer (2017–2019) of State Street.
Christine Buchanan Chief Financial November 2017 Principal of Vanguard. Chief financial officer 210
(1970) Officer (2021–present) and treasurer (2017–2021) of each of
the investment companies served by Vanguard.
Partner (2005–2017) at KPMG (audit, tax, and
advisory services).
John Galloway Investment September 2020 Principal of Vanguard. Investment stewardship officer 210
(1973) Stewardship (2020–present) of each of the investment companies
Officer served by Vanguard. Head of Investor Advocacy
(2020–present) and head of Marketing Strategy and
Planning (2017–2020) at Vanguard. Special Assistant
to the President of the United States (2015).
Ashley Grim Treasurer February 2022 Treasurer (2022–present) of each of the investment 210
(1984) companies served by Vanguard. Fund transfer agent
controller (2019–2022) and director of Audit Services
(2017–2019) at Vanguard. Senior manager
(2015–2017) at PriceWaterhouseCoopers (audit and
assurance, consulting, and tax services).
Jodi Miller Finance Director September Principal of Vanguard. Finance director 210
(1980) 2022 (2022–present) of each of the investment companies
served by Vanguard. Head of Enterprise Investment
Services (2020–present), Head of Retail Client
Services & Operations (2020–2022), and Head of
Retail Strategic Support (2018–2020) at Vanguard.

B-31
 Principal Occupation(s) Number of
Position(s) Vanguard During the Past Five Years, Vanguard Funds
Held With Funds’ Trustee/ Outside Directorships, Overseen by
Name, Year of Birth Funds Officer Since and Other Experience Trustee/Officer
Anne E. Robinson Secretary September 2016 General counsel (2016–present) of Vanguard. 210
(1970) Secretary (2016–present) of Vanguard and of each of
the investment companies served by Vanguard.
Managing director (2016–present) of Vanguard.
Managing director and general counsel of Global
Cards and Consumer Services (2014–2016) at
Citigroup. Counsel (2003–2014) at American Express.
Non-executive director of the board of National Grid
(energy).
Michael Rollings Finance Director February 2017 Finance director (2017–present) and treasurer (2017) 210
(1963) of each of the investment companies served by
Vanguard. Managing director (2016–present) of
Vanguard. Chief financial officer (2016–present) of
Vanguard. Director (2016–present) of Vanguard
Marketing Corporation. Executive vice president and
chief financial officer (2006–2016) of MassMutual
Financial Group.

All but one of the trustees are independent. The independent trustees designate a lead independent trustee. The lead
independent trustee is a spokesperson and principal point of contact for the independent trustees and is responsible for
coordinating the activities of the independent trustees, including calling regular executive sessions of the independent
trustees; developing the agenda of each meeting together with the chairman; and chairing the meetings of the
independent trustees. The lead independent trustee also chairs the meetings of the audit, compensation, and
nominating committees. The board also has two investment committees, which consist of independent trustees and the
sole interested trustee.

The independent trustees appoint the chairman of the board. The roles of chairman of the board and chief executive
officer currently are held by the same person; as a result, the chairman of the board is an “interested” trustee. The
independent trustees generally believe that the Vanguard funds’ chief executive officer is best qualified to serve as
chairman and that fund shareholders benefit from this leadership structure through accountability and strong day-to-day
leadership.

Board Committees: The Trust’s board has the following committees:

■ Audit Committee: This committee oversees the accounting and financial reporting policies, the systems of internal
controls, and the independent audits of each fund. The following independent trustees serve as members of the
committee: Mr. Loughrey, Mr. Loughridge, Ms. Raskin, and Mr. Volanakis. The committee held six meetings during the
Trust’s fiscal year ended December 31, 2023.
■ Compensation Committee: This committee oversees the compensation programs established by each fund for the
benefit of its trustees. The following independent trustees serve as members of the committee: Ms. Bunch, Mr.
Loughrey, Mr. Loughridge, Mr. Malpass, and Mr. Reid. The committee held five meetings during the Trust’s fiscal year
ended December 31, 2023.
■ Independent Governance Committee: This committee assists the board in fulfilling its responsibilities and is
empowered to exercise board powers in the intervals between board meetings unless such action is prohibited by
applicable law or Trust bylaws. The following independent trustees serve as members of the committee: Mr.
Loughridge, Ms. Mulligan, Mr. Perold, Ms. Raskin, and Mr. Volanakis. The committee held eight meetings during the
Trust’s fiscal year ended December 31, 2023.
■ Investment Committees: These committees assist the board in its oversight of investment advisors to the funds and in
the review and evaluation of materials relating to the board’s consideration of investment advisory agreements with
the funds. Each trustee serves on one of two investment committees. Each investment committee held two meetings
during the Trust’s fiscal year ended December 31, 2023.
■ Nominating Committee: This committee nominates candidates for election to the board of trustees of each fund. The
committee also has the authority to recommend the removal of any trustee. The following independent trustees serve
as members of the committee: Ms. Bunch, Mr. Fullwood, Mr. Loughridge, Mr. Malpass, and Dr. Thomas. The
committee held five meetings during the Trust’s fiscal year ended December 31, 2023.

B-32
The Nominating Committee will consider shareholder recommendations for trustee nominees. Shareholders may send
recommendations to Mr. Loughridge, chairman of the committee.

Trustees retire in accordance with the funds’ governing documents and policies, and typically by age 75.

Trustee Compensation
The same individuals serve as trustees of all Vanguard funds and each fund pays a proportionate share of the trustees’
compensation. Vanguard funds also employ their officers on a shared basis; however, officers are compensated by
Vanguard, not the funds.

Independent Trustees. The funds compensate their independent trustees (i.e., the ones who are not also officers of
the funds) in two ways:
■ The independent trustees receive an annual fee for their service to the funds, which is subject to reduction based on
absences from scheduled board meetings.
■ The independent trustees are reimbursed for the travel and other expenses that they incur in attending board
meetings.

“Interested” Trustee. Mr. Buckley serves as a trustee, but is not paid in this capacity. He is, however, paid in his role
as an officer of Vanguard.

Compensation Table. The following table provides compensation details for each of the trustees. We list the amounts
paid as compensation by the Funds for each trustee. In addition, the table shows the total amount of compensation paid
to each trustee by all Vanguard funds.

VANGUARD INDEX FUNDS

TRUSTEES’ COMPENSATION TABLE

Aggregate Total Compensation

Compensation From From All Vanguard
Trustee the Funds1 Funds Paid to Trustees2
Mortimer J. Buckley — —
Tara Bunch $186,966 $330,000
Emerson U. Fullwood 186,966 330,000
F. Joseph Loughrey 198,298 350,000
Mark Loughridge 226,628 400,000
Scott C. Malpass 186,966 330,000
Deanna Mulligan 186,966 330,000
Lubos Pastor3 — —
André F. Perold 186,966 330,000
Sarah Bloom Raskin 198,298 350,000
Grant Reid4 106,838 188,572
David Thomas 186,966 330,000
Peter F. Volanakis 198,298 350,000
1 The amounts shown in this column are based on the Trust’s fiscal year ended December 31, 2023. Each Fund within the Trust is
responsible for a proportionate share of these amounts.
2 The amounts reported in this column reflect the total compensation paid to each trustee for his or her service as trustee of 208 Vanguard
funds for the 2023 calendar year and include any amount a trustee has elected to defer. During the 2023 calendar year, the following
trustees elected to defer all or a portion of their compensation as follows: Ms. Bunch, $330,000; Ms. Mulligan, $330,000; Mr. Perold,
$330,000; Ms. Raskin, $175,000; Mr. Reid, $188,572; and Dr. Thomas, $165,000.
3 Mr. Pastor became a member of the Funds’ board effective January 1, 2024.
4 Mr. Reid became a member of the Funds’ board effective July 20, 2023.

Ownership of Fund Shares

All current trustees allocate their investments among the various Vanguard funds based on their own investment needs.
The following table shows each trustee’s ownership of shares of each Fund and of all Vanguard funds served by the
trustee as of December 31, 2023.

B-33
 VANGUARD INDEX FUNDS

Dollar Range of Aggregate Dollar Range

Fund Shares of Vanguard Fund Shares
Vanguard Fund Trustee Owned by Trustee Owned by Trustee
Vanguard 500 Index Fund Mortimer J. Buckley — Over $100,000
Tara Bunch — Over $100,000
Emerson U. Fullwood Over $100,000 Over $100,000
F. Joseph Loughrey — Over $100,000
Mark Loughridge — Over $100,000
Scott C. Malpass — Over $100,000
Deanna Mulligan — Over $100,000
Lubos Pastor — Over $100,000
André F. Perold — Over $100,000
Sarah Bloom Raskin — Over $100,000
Grant Reid — Over $100,000
David Thomas — Over $100,000
Peter F. Volanakis Over $100,000 Over $100,000

Vanguard Extended Market Index Fund Mortimer J. Buckley Over $100,000 Over $100,000
Tara Bunch — Over $100,000
Emerson U. Fullwood Over $100,000 Over $100,000
F. Joseph Loughrey Over $100,000 Over $100,000
Mark Loughridge Over $100,000 Over $100,000
Scott C. Malpass Over $100,000 Over $100,000
Deanna Mulligan — Over $100,000
Lubos Pastor — Over $100,000
André F. Perold — Over $100,000
Sarah Bloom Raskin — Over $100,000
Grant Reid — Over $100,000
David Thomas — Over $100,000
Peter F. Volanakis — Over $100,000

Vanguard Growth Index Fund Mortimer J. Buckley Over $100,000 Over $100,000
Tara Bunch — Over $100,000
Emerson U. Fullwood — Over $100,000
F. Joseph Loughrey — Over $100,000
Mark Loughridge — Over $100,000
Scott C. Malpass — Over $100,000
Deanna Mulligan — Over $100,000
Lubos Pastor — Over $100,000
André F. Perold — Over $100,000
Sarah Bloom Raskin $10,001 – $50,000 Over $100,000
Grant Reid — Over $100,000
David Thomas — Over $100,000
Peter F. Volanakis Over $100,000 Over $100,000

B-34
 Dollar Range of Aggregate Dollar Range
Fund Shares of Vanguard Fund Shares
Vanguard Fund Trustee Owned by Trustee Owned by Trustee
Vanguard Large-Cap Index Fund Mortimer J. Buckley — Over $100,000
Tara Bunch — Over $100,000
Emerson U. Fullwood — Over $100,000
F. Joseph Loughrey — Over $100,000
Mark Loughridge — Over $100,000
Scott C. Malpass — Over $100,000
Deanna Mulligan — Over $100,000
Lubos Pastor — Over $100,000
André F. Perold — Over $100,000
Sarah Bloom Raskin $10,001 – $50,000 Over $100,000
Grant Reid — Over $100,000
David Thomas — Over $100,000
Peter F. Volanakis — Over $100,000

Vanguard Mid-Cap Growth Index Fund Mortimer J. Buckley — Over $100,000

Tara Bunch — Over $100,000
Emerson U. Fullwood — Over $100,000
F. Joseph Loughrey — Over $100,000
Mark Loughridge — Over $100,000
Scott C. Malpass — Over $100,000
Deanna Mulligan — Over $100,000
Lubos Pastor — Over $100,000
André F. Perold — Over $100,000
Sarah Bloom Raskin — Over $100,000
Grant Reid — Over $100,000
David Thomas — Over $100,000
Peter F. Volanakis — Over $100,000

Vanguard Mid-Cap Index Fund Mortimer J. Buckley — Over $100,000

Tara Bunch — Over $100,000
Emerson U. Fullwood — Over $100,000
F. Joseph Loughrey — Over $100,000
Mark Loughridge — Over $100,000
Scott C. Malpass — Over $100,000
Deanna Mulligan Over $100,000 Over $100,000
Lubos Pastor — Over $100,000
André F. Perold — Over $100,000
Sarah Bloom Raskin Over $100,000 Over $100,000
Grant Reid — Over $100,000
David Thomas — Over $100,000
Peter F. Volanakis $50,001 – $100,000 Over $100,000

B-35
 Dollar Range of Aggregate Dollar Range
Fund Shares of Vanguard Fund Shares
Vanguard Fund Trustee Owned by Trustee Owned by Trustee
Vanguard Mid-Cap Value Index Fund Mortimer J. Buckley — Over $100,000
Tara Bunch — Over $100,000
Emerson U. Fullwood — Over $100,000
F. Joseph Loughrey — Over $100,000
Mark Loughridge — Over $100,000
Scott C. Malpass — Over $100,000
Deanna Mulligan — Over $100,000
Lubos Pastor — Over $100,000
André F. Perold — Over $100,000
Sarah Bloom Raskin — Over $100,000
Grant Reid — Over $100,000
David Thomas — Over $100,000
Peter F. Volanakis — Over $100,000

Vanguard Small-Cap Growth Index Fund Mortimer J. Buckley — Over $100,000

Tara Bunch — Over $100,000
Emerson U. Fullwood — Over $100,000
F. Joseph Loughrey — Over $100,000
Mark Loughridge — Over $100,000
Scott C. Malpass — Over $100,000
Deanna Mulligan — Over $100,000
Lubos Pastor — Over $100,000
André F. Perold — Over $100,000
Sarah Bloom Raskin — Over $100,000
Grant Reid — Over $100,000
David Thomas — Over $100,000
Peter F. Volanakis Over $100,000 Over $100,000

Vanguard Small-Cap Index Fund Mortimer J. Buckley — Over $100,000

Tara Bunch — Over $100,000
Emerson U. Fullwood Over $100,000 Over $100,000
F. Joseph Loughrey — Over $100,000
Mark Loughridge — Over $100,000
Scott C. Malpass — Over $100,000
Deanna Mulligan Over $100,000 Over $100,000
Lubos Pastor — Over $100,000
André F. Perold — Over $100,000
Sarah Bloom Raskin $10,001 – $50,000 Over $100,000
Grant Reid — Over $100,000
David Thomas — Over $100,000
Peter F. Volanakis Over $100,000 Over $100,000

B-36
 Dollar Range of Aggregate Dollar Range
Fund Shares of Vanguard Fund Shares
Vanguard Fund Trustee Owned by Trustee Owned by Trustee
Vanguard Small-Cap Value Index Fund Mortimer J. Buckley — Over $100,000
Tara Bunch — Over $100,000
Emerson U. Fullwood — Over $100,000
F. Joseph Loughrey — Over $100,000
Mark Loughridge — Over $100,000
Scott C. Malpass — Over $100,000
Deanna Mulligan — Over $100,000
Lubos Pastor $50,001 – $100,000 Over $100,000
André F. Perold — Over $100,000
Sarah Bloom Raskin — Over $100,000
Grant Reid — Over $100,000
David Thomas — Over $100,000
Peter F. Volanakis Over $100,000 Over $100,000

Vanguard Total Stock Market Index Fund Mortimer J. Buckley Over $100,000 Over $100,000
Tara Bunch — Over $100,000
Emerson U. Fullwood Over $100,000 Over $100,000
F. Joseph Loughrey Over $100,000 Over $100,000
Mark Loughridge Over $100,000 Over $100,000
Scott C. Malpass Over $100,000 Over $100,000
Deanna Mulligan Over $100,000 Over $100,000
Lubos Pastor Over $100,000 Over $100,000
André F. Perold — Over $100,000
Sarah Bloom Raskin Over $100,000 Over $100,000
Grant Reid Over $100,000 Over $100,000
David Thomas — Over $100,000
Peter F. Volanakis Over $100,000 Over $100,000

Vanguard Value Index Fund Mortimer J. Buckley — Over $100,000

Tara Bunch — Over $100,000
Emerson U. Fullwood Over $100,000 Over $100,000
F. Joseph Loughrey — Over $100,000
Mark Loughridge Over $100,000 Over $100,000
Scott C. Malpass — Over $100,000
Deanna Mulligan — Over $100,000
Lubos Pastor — Over $100,000
André F. Perold — Over $100,000
Sarah Bloom Raskin $10,001 – $50,000 Over $100,000
Grant Reid Over $100,000 Over $100,000
David Thomas — Over $100,000
Peter F. Volanakis Over $100,000 Over $100,000

As of March 31, 2024, the trustees and officers of the funds owned, in the aggregate, less than 1% of each class of
each fund’s outstanding shares.

B-37
As of March 31, 2024, the following owned of record 5% or more of the outstanding shares of each class (other than
ETF Shares):

Percentage
Vanguard Fund Share Class Owner and Address of Ownership
Vanguard 500 Index Fund Investor Shares ASCENSUS TRUST COMPANY 20.86%
FARGO, ND
Admiral Shares CHARLES SCHWAB & CO INC SAN 8.99%
FRANCISCO, CA
NATIONAL FINANCIAL SERVICES 5.65%
CORP JERSEY CITY, NJ
Institutional Select Shares VANGUARD INSTITUTIONAL 500 95.57%
INDEX TRUST 2040 VALLEY FORGE,
PA
Vanguard Extended Market Index Fund Investor Shares SIERRA PACIFIC INDUSTRIES 9.26%
EMPLOYEES’ RETIREMENT PLAN
REDDING, CA
GRIFFON CORPORATION JERICHO, 6.19%
NY
ASCENSUS TRUST COMPANY 5.04%
FARGO, ND
Admiral Shares CHARLES SCHWAB & CO INC SAN 7.10%
FRANCISCO, CA
Institutional Shares TIAA, TRUST N.A CHARLOTTE, NC 16.62%
FIDELITY INVESTMENTS 15.62%
INSTITUTIONAL OPERATIONS CO INC
COVINGTON, KY
CHARLES SCHWAB & CO INC SAN 7.33%
FRANCISCO, CA
Institutional Select Shares VANGUARD INSTITUTIONAL 99.86%
EXTENDED MARKET INDEX TRUST
1998 VALLEY FORGE, PA
Institutional Plus Shares FIDELITY INVESTMENTS 28.07%
INSTITUTIONAL OPERATIONS CO INC
COVINGTON, KY
TIAA, TRUST N.A CHARLOTTE, NC 24.25%
STATE STREET BANK TRUST 10.67%
TRANSAMERICA RETIREMENT
SOLUTIONS CORPORATION
HARRISON, NY
Vanguard Growth Index Fund Investor Shares ASCENSUS TRUST COMPANY 56.13%
FARGO, ND
Admiral Shares CHARLES SCHWAB & CO INC SAN 9.88%
FRANCISCO, CA
NATIONAL FINANCIAL SERVICES 6.74%
CORP JERSEY CITY, NJ
Institutional Shares NEW YORK COLLEGE SAVINGS 13.30%
PROGRAM NEWTON, MA
CHARLES SCHWAB & CO INC SAN 12.81%
FRANCISCO, CA
FIDELITY INVESTMENTS 12.34%
INSTITUTIONAL OPERATIONS CO INC
COVINGTON, KY

B-38
 Percentage
Vanguard Fund Share Class Owner and Address of Ownership
Vanguard Large-Cap Index Fund Investor Shares ASCENSUS TRUST COMPANY 39.04%
FARGO, ND
EAGLE CORPORATION EMPLOYEES 16.08%
FLEXIBLE COMPENSATION PLAN
CHARLOTTESVILLE, VA
QRM 401(K) RETIREMENT SAVINGS 14.20%
PLAN CHICAGO, IL
UNIVERSITY OF MINNESOTA 11.19%
OPTIONAL RETIREMENT PLAN
MINNEAPOLIS, MN
BRIGHTSPHERE INC. PROFIT 6.32%
SHARING AND 401(K) PLAN BOSTON,
MA
AEROSPACE VOLUNTARY 6.12%
ANNUITY/ACCOUNT PROGRAM LOS
ANGELES, CA
Institutional Shares EMPOWER TRUST FBO EMPLOYEE 11.22%
BENEFIT CLIENTS 401K
GREENWOOD VLG, CO
NATIONAL FINANCIAL SERVICES 8.55%
CORP JERSEY CITY, NJ
CHARLES SCHWAB & CO INC SAN 7.94%
FRANCISCO, CA
MAC & CO A/C 866757 PITTSBURGH, 7.29%
PA
SEI PRIVATE TRUST COMPANY 6.83%
OAKS, PA
PLUMBERS LOCAL UNION NO. 1 5.32%
JOINT PLUMBING INDUSTRY BOARD
PRUDENTIAL INVESTMENT
MANAGEMENT SVCS LLC, CUST
LONG ISLAND CITY, NY
PERSHING LLC JERSEY CITY, NJ 5.19%
Admiral Shares CHARLES SCHWAB & CO INC SAN 13.01%
FRANCISCO, CA
NATIONAL FINANCIAL SERVICES 9.20%
CORP JERSEY CITY, NJ
Vanguard Mid-Cap Growth Index Fund Investor Shares ASCENSUS TRUST COMPANY 75.31%
FARGO, ND
GEORGETOWN UNIVERSITY 12.02%
RETIREMENT PLAN WASHINGTON,
DC
Admiral Shares CHARLES SCHWAB & CO INC SAN 12.61%
FRANCISCO, CA

B-39
 Percentage
Vanguard Fund Share Class Owner and Address of Ownership
Vanguard Mid-Cap Index Fund Investor Shares ASCENSUS TRUST COMPANY 31.16%
FARGO, ND
Institutional Shares FIDELITY INVESTMENTS 14.00%
INSTITUTIONAL OPERATIONS CO INC
COVINGTON, KY
FIDELITY INVESTMENTS 9.76%
INSTITUTIONAL OPERATIONS CO INC
COVINGTON, KY
TIAA, TRUST N.A CHARLOTTE, NC 5.33%
Admiral Shares CHARLES SCHWAB & CO INC SAN 12.08%
FRANCISCO, CA
NATIONAL FINANCIAL SERVICES 5.71%
CORP JERSEY CITY, NJ
Institutional Plus Shares FIDELITY INVESTMENTS 21.32%
INSTITUTIONAL OPERATIONS CO INC
COVINGTON, KY
MAC & CO 401K PLAN AND THE 15.63%
EMPLOYEE STOCK OWNER A/C
489031 PITTSBURGH, PA
NEW YORK COLLEGE SAVINGS 9.27%
PROGRAM NEWTON, MA
NORTHERN TRUST COMPANY FBO 7.68%
ACCENTURE-DV CHICAGO, IL
Vanguard Mid-Cap Value Index Fund Investor Shares ASCENSUS TRUST COMPANY 87.10%
FARGO, ND
Admiral Shares CHARLES SCHWAB & CO INC SAN 16.19%
FRANCISCO, CA
NATIONAL FINANCIAL SERVICES 7.37%
CORP JERSEY CITY, NJ
FIDELITY INVESTMENTS 5.96%
INSTITUTIONAL OPERATIONS CO INC
COVINGTON, KY
Vanguard Small-Cap Growth Index Fund Investor Shares ASCENSUS TRUST COMPANY 62.85%
FARGO, ND
AMERISURE MUTUAL INSURANCE 5.52%
CO. 401(K) SAVINGS PLAN
FARMINGTON, MI
Institutional Shares CHARLES SCHWAB & CO INC SAN 18.81%
FRANCISCO, CA
FIDELITY INVESTMENTS 13.19%
INSTITUTIONAL OPERATIONS CO INC
COVINGTON, KY
TIAA, TRUST N.A CHARLOTTE, NC 5.39%
Admiral Shares CHARLES SCHWAB & CO INC SAN 10.21%
FRANCISCO, CA
NATIONAL FINANCIAL SERVICES 5.44%
CORP JERSEY CITY, NJ

B-40
 Percentage
Vanguard Fund Share Class Owner and Address of Ownership
Vanguard Small-Cap Index Fund Investor Shares ASCENSUS TRUST COMPANY 32.56%
FARGO, ND
Admiral Shares CHARLES SCHWAB & CO INC SAN 11.35%
FRANCISCO, CA
NATIONAL FINANCIAL SERVICES 6.29%
CORP JERSEY CITY, NJ
Institutional Shares FIDELITY INVESTMENTS 14.95%
INSTITUTIONAL OPERATIONS CO INC
COVINGTON, KY
CHARLES SCHWAB & CO INC SAN 9.51%
FRANCISCO, CA
TIAA, TRUST N.A CHARLOTTE, NC 8.46%
NATIONAL FINANCIAL SERVICES 5.51%
CORP JERSEY CITY, NJ
Institutional Plus Shares FIDELITY INVESTMENTS 22.60%
INSTITUTIONAL OPERATIONS CO INC
COVINGTON, KY
NEW YORK COLLEGE SAVINGS PLAN 11.58%
NEWTON CENTER, MA
MAC & CO 401K PLAN AND THE 10.60%
EMPLOYEE STOCK OWNER A/C
489032 PITTSBURGH, PA
NORTHERN TRUST COMPANY FBO 7.80%
ACCENTURE-DV CHICAGO, IL
COLLEGE SAVINGS PLAN OF 6.98%
NEVADA BOSTON, MA
TIAA, TRUST N.A CHARLOTTE, NC 5.64%
Vanguard Small-Cap Value Index Fund Investor Shares ASCENSUS TRUST COMPANY 38.91%
FARGO, ND
Institutional Shares CHARLES SCHWAB & CO INC SAN 18.66%
FRANCISCO, CA
FIDELITY INVESTMENTS 18.34%
INSTITUTIONAL OPERATIONS CO INC
COVINGTON, KY
TIAA, TRUST N.A CHARLOTTE, NC 10.41%
NATIONAL FINANCIAL SERVICES 9.64%
CORP JERSEY CITY, NJ
Admiral Shares CHARLES SCHWAB & CO INC SAN 11.64%
FRANCISCO, CA
NATIONAL FINANCIAL SERVICES 6.82%
CORP JERSEY CITY, NJ

B-41
 Percentage
Vanguard Fund Share Class Owner and Address of Ownership
Vanguard Total Stock Market Index Fund Investor Shares VANGUARD LIFE STRATEGY 48.04%
GROWTH FUND VALLEY FORGE, PA
VANGUARD LIFE STRATEGY 35.24%
MODERATE GROWTH FUND VALLEY
FORGE, PA
VANGUARD LIFE STRATEGY 11.42%
CONSERVATIVE GROWTH FUND
VALLEY FORGE, PA
Admiral Shares CHARLES SCHWAB & CO INC SAN 5.88%
FRANCISCO, CA
NATIONAL FINANCIAL SERVICES 5.04%
CORP JERSEY CITY, NJ
Institutional Shares NATIONAL FINANCIAL SERVICES 9.55%
CORP JERSEY CITY, NJ
CHARLES SCHWAB & CO INC SAN 5.84%
FRANCISCO, CA
Institutional Select Shares VANGUARD INSTITUTIONAL TOTAL 41.11%
STOCK MARKET INDEX TRUST 1885
VALLEY FORGE, PA
VANGUARD CHARITABLE PROGRAM 5.39%
US TOTAL STOCK POOL
SOUTHEASTERN, PA
Institutional Plus Shares VANGUARD TARGET RETIREMENT 7.44%
2045 TRUST VALLEY FORGE, PA
VANGUARD TARGET RETIREMENT 7.04%
2050 TRUST VALLEY FORGE, PA
VANGUARD TARGET RETIREMENT 6.95%
2040 TRUST VALLEY FORGE, PA
VANGUARD TARGET RETIREMENT 6.78%
2035 TRUST VALLEY FORGE, PA
VANGUARD TARGET RETIREMENT 6.51%
2045 FUND VALLEY FORGE, PA
VANGUARD TARGET RETIREMENT 6.20%
2035 FUND VALLEY FORGE, PA
VANGUARD TARGET RETIREMENT 6.10%
2040 FUND VALLEY FORGE, PA
VANGUARD TARGET RETIREMENT 5.69%
2050 FUND VALLEY FORGE, PA
VANGUARD TARGET RETIREMENT 5.63%
2030 TRUST VALLEY FORGE, PA
VANGUARD TARGET RETIREMENT 5.26%
2030 FUND VALLEY FORGE, PA
VANGUARD TARGET RETIREMENT 5.04%
2055 TRUST VALLEY FORGE, PA
Vanguard Value Index Fund Investor Shares ASCENSUS TRUST COMPANY 55.09%
FARGO, ND
Admiral Shares CHARLES SCHWAB & CO INC SAN 11.45%
FRANCISCO, CA
NATIONAL FINANCIAL SERVICES 8.64%
CORP JERSEY CITY, NJ
Institutional Shares FIDELITY INVESTMENTS 17.62%
INSTITUTIONAL OPERATIONS CO INC
COVINGTON, KY
CHARLES SCHWAB & CO INC SAN 14.94%
FRANCISCO, CA
NEW YORK COLLEGE SAVINGS 12.66%
PROGRAM NEWTON, MA
TIAA, TRUST N.A CHARLOTTE, NC 6.93%

B-42
Although the Funds do not have information concerning the beneficial ownership of shares held in the names of
Depository Trust Company (DTC) participants, as of March 31, 2024, the name and percentage ownership of each DTC
participant that owned of record 5% or more of the outstanding ETF Shares of a Fund were as follows:

Percentage
Vanguard Fund Owner of Ownership
Vanguard Extended Market ETF Vanguard Marketing Corporation 34.49%
Charles Schwab & Co., Inc. 14.51%
National Financial Services, LLC 13.69%
Morgan Stanley DW, Inc. 5.77%
Vanguard Growth ETF Charles Schwab & Co., Inc. 21.10%
Merill Lynch, Pierce, Fenner & Smith Inc. 14.53%
National Financial Services, LLC 14.30%
Edward D. Jones & Co. 8.15%
Vanguard Marketing Corporation 6.93%
Morgan Stanley DW, Inc. 6.31%
Vanguard Large-Cap ETF Charles Schwab & Co., Inc. 28.77%
Edward D. Jones & Co. 14.51%
National Financial Services, LLC 10.70%
Vanguard Marketing Corporation 5.63%
Pershing, LLC 5.45%
Vanguard Mid-Cap ETF Charles Schwab & Co., Inc. 19.99%
National Financial Services, LLC 10.65%
Edward D. Jones & Co. 7.45%
First Clearing, LLC 7.10%
UBS Financial Services, LLC 5.73%
Vanguard Marketing Corporation 5.48%
Vanguard Mid-Cap Growth ETF National Financial Services, LLC 22.93%
Charles Schwab & Co., Inc. 20.98%
Morgan Stanley DW, Inc. 7.43%
Vanguard Marketing Corporation 7.42%
Vanguard Mid-Cap Value ETF Charles Schwab & Co., Inc. 23.30%
National Financial Services, LLC 18.72%
Morgan Stanley DW, Inc. 7.18%
Edward D. Jones & Co. 6.19%
Ridge Clearing & Outsourcing Solutions, Inc. 5.52%
Vanguard Marketing Corporation 5.37%
Vanguard S&P 500 ETF Charles Schwab & Co., Inc. 16.82%
Vanguard Marketing Corporation 12.65%
National Financial Services, LLC 12.23%
Vanguard Small-Cap ETF Charles Schwab & Co., Inc. 26.07%
National Financial Services, LLC 11.86%
Merill Lynch, Pierce, Fenner & Smith Inc. 8.07%
Vanguard Marketing Corporation 6.53%
Morgan Stanley DW, Inc. 5.53%
Vanguard Small-Cap Growth ETF Charles Schwab & Co., Inc. 26.69%
National Financial Services, LLC 14.97%
Merill Lynch, Pierce, Fenner & Smith Inc. 13.38%
Vanguard Marketing Corporation 7.65%
Edward D. Jones & Co. 5.99%
Morgan Stanley DW, Inc. 5.64%

B-43
 Percentage
Vanguard Fund Owner of Ownership
Vanguard Small-Cap Value ETF Charles Schwab & Co., Inc. 28.33%
National Financial Services, LLC 15.77%
Merill Lynch, Pierce, Fenner & Smith Inc. 11.94%
VANGUARD Marketing Corporation 7.09%
Morgan Stanley DW, Inc. 5.71%
Vanguard Total Stock Market ETF Vanguard Marketing Corporation 29.23%
Charles Schwab & Co., Inc. 17.99%
National Financial Services, LLC 12.17%
Vanguard Value ETF Merill Lynch, Pierce, Fenner & Smith Inc. 17.97%
Charles Schwab & Co., Inc. 16.65%
National Financial Services, LLC 13.53%
Edward D. Jones & Co. 9.26%
Morgan Stanley DW, Inc. 6.26%

A shareholder who owns more than 25% of a Fund’s voting shares may be considered a controlling person. As of
March 31, 2024, the following held of record 25% or more of the voting shares:

Percentage
Vanguard Fund Owner of Ownership
Vanguard Extended Market Index Fund VANGUARD INSTITUTIONAL EXTENDED MARKET INDEX 29.71%
TRUST 1998 VALLEY FORGE, PA

B-44
Portfolio Holdings Disclosure Policies and Procedures

Introduction
Vanguard and the boards of trustees of the Vanguard funds (the Boards) have adopted Portfolio Holdings Disclosure
Policies and Procedures (Policies and Procedures) to govern the disclosure of the portfolio holdings of each Vanguard
fund. Vanguard and the Boards considered each of the circumstances under which Vanguard fund portfolio holdings
may be disclosed to different categories of persons under the Policies and Procedures. Vanguard and the Boards also
considered actual and potential material conflicts that could arise in such circumstances between the interests of
Vanguard fund shareholders, on the one hand, and those of the fund’s investment advisor, sub-advisor, distributor, or
any affiliated person of the fund, its investment advisor, sub-advisor, or its distributor, on the other. After giving due
consideration to such matters and after the exercise of their fiduciary duties and reasonable business judgment,
Vanguard and the Boards determined that the Vanguard funds have a legitimate business purpose for disclosing
portfolio holdings to the persons described in each of the circumstances set forth in the Policies and Procedures and
that the Policies and Procedures are reasonably designed to ensure that disclosure of portfolio holdings and information
about portfolio holdings is in the best interests of fund shareholders and appropriately addresses the potential for
material conflicts of interest.

The Boards exercise continuing oversight of the disclosure of Vanguard fund portfolio holdings by (1) overseeing the
implementation and enforcement of the Policies and Procedures, the Code of Ethical Conduct, and the Policies and
Procedures Designed to Prevent the Misuse of Inside Information (collectively, the portfolio holdings governing policies)
by the chief compliance officer of Vanguard and the Vanguard funds; (2) considering reports and recommendations by
the chief compliance officer concerning any material compliance matters (as defined in Rule 38a-1 under the 1940 Act
and Rule 206(4)-7 under the Investment Advisers Act of 1940) that may arise in connection with any portfolio holdings
governing policies; and (3) considering whether to approve or ratify any amendment to any portfolio holdings governing
policies.

Vanguard and the Boards reserve the right to amend the Policies and Procedures at any time and from time to time
without prior notice at their sole discretion. For purposes of the Policies and Procedures, the term “portfolio holdings”
means the equity and debt securities (e.g., stocks and bonds) held by a Vanguard fund and does not mean the cash
equivalent investments, derivatives, and other investment positions (collectively, other investment positions) held by the
fund.

Online Disclosure of Complete Portfolio Holdings

Each actively managed Vanguard fund, unless otherwise stated, generally will seek to disclose the fund’s complete
portfolio holdings as of the end of the most recent calendar quarter online at vanguard.com 30 calendar days after the
end of the calendar quarter. Each Vanguard fund relying on Rule 6c-11 under the 1940 Act (e.g., standalone ETFs)
generally will seek to disclose complete portfolio holdings, including other investment positions, at the beginning of each
business day. These portfolio holdings, including other investment positions, will be disclosed online at vanguard.com.
In accordance with Rule 2a-7 under the 1940 Act, each of the Vanguard money market funds will disclose the fund’s
complete portfolio holdings as of the last business day of the prior month online at vanguard.com no later than the fifth
business day of the current month. The complete portfolio holdings information for money market funds will remain
available online for at least six months after the initial posting. Each Vanguard index fund, other than those Vanguard
index funds relying on Rule 6c-11 under the 1940 Act (e.g., standalone ETFs), generally will seek to disclose the fund’s
complete portfolio holdings as of the end of the most recent month online at vanguard.com, 15 calendar days after the
end of the month. Online disclosure of complete portfolio holdings is made to all categories of persons, including
individual investors, institutional investors, intermediaries, third-party service providers, rating and ranking organizations,
affiliated persons of a Vanguard fund, and all other persons. Vanguard will review complete portfolio holdings before
disclosure is made and, except with respect to the complete portfolio holdings of the Vanguard money market funds,
may withhold any portion of the fund’s complete portfolio holdings from disclosure when deemed to be in the best
interests of the fund after consultation with a Vanguard fund’s investment advisor.

Disclosure of Complete Portfolio Holdings to Service Providers Subject to Confidentiality and Trading
Restrictions
Vanguard, for legitimate business purposes, may disclose Vanguard fund complete portfolio holdings at times it deems
necessary and appropriate to rating and ranking organizations; financial printers; proxy voting service providers; pricing
information vendors; issuers of guaranteed investment contracts for stable value portfolios; third parties that deliver

B-45
analytical, statistical, or consulting services; and other third parties that provide services (collectively, Service Providers)
to Vanguard, Vanguard subsidiaries, and/or the Vanguard funds. Disclosure of complete portfolio holdings to a Service
Provider is conditioned on the Service Provider being subject to a written agreement imposing a duty of confidentiality,
including a duty not to trade on the basis of any material nonpublic information.

The frequency with which complete portfolio holdings may be disclosed to a Service Provider, and the length of the lag,
if any, between the date of the information and the date on which the information is disclosed to the Service Provider, is
determined based on the facts and circumstances, including, without limitation, the nature of the portfolio holdings
information to be disclosed, the risk of harm to the funds and their shareholders, and the legitimate business purposes
served by such disclosure. The frequency of disclosure to a Service Provider varies and may be as frequent as daily,
with no lag. Disclosure of Vanguard fund complete portfolio holdings by Vanguard to a Service Provider must be
authorized by a Vanguard fund officer or a Principal in Vanguard’s Portfolio Review Department or Office of the General
Counsel. Any disclosure of Vanguard fund complete portfolio holdings to a Service Provider as previously described
may also include a list of the other investment positions that make up the fund, such as cash equivalent investments
and derivatives.

Currently, Vanguard fund complete portfolio holdings are disclosed to the following Service Providers as part of ongoing
arrangements that serve legitimate business purposes: Abel/Noser Corporation; Advisor Software, Inc.; Alcom Printing
Group Inc.; Apple Press, L.C.; Bloomberg L.P.; Brilliant Graphics, Inc.; Broadridge Financial Solutions, Inc.; Brown
Brothers Harriman & Co.; Canon Business Process Services; Charles River Systems, Inc.; Eagle Investments;
Equilend; FactSet Research Systems Inc.; Gresham Technologies, Plc.; Innovation Printing & Communications;
Institutional Shareholder Services, Inc.; Intelligencer Printing Company; Investment Technology Group, Inc.; Lipper, Inc.;
Markit WSO Corporation; McMunn Associates, Inc.; Morningstar; Pirium; Reuters America Inc.; R.R. Donnelley, Inc.;
State Street Bank and Trust Company; Stonewain; and Trade Informatics LLC.

Disclosure of Complete Portfolio Holdings to Vanguard Affiliates and Certain Fiduciaries Subject to
Confidentiality and Trading Restrictions
Vanguard fund complete portfolio holdings may be disclosed between and among the following persons (collectively,
Affiliates and Fiduciaries) for legitimate business purposes within the scope of their official duties and responsibilities,
subject to such persons’ continuing legal duty of confidentiality and legal duty not to trade on the basis of any material
nonpublic information, as such duties are imposed under the Code of Ethical Conduct, the Policies and Procedures
Designed to Prevent the Misuse of Inside Information, by agreement, or under applicable laws, rules, and regulations:
(1) persons who are subject to the Code of Ethical Conduct or the Policies and Procedures Designed to Prevent the
Misuse of Inside Information; (2) an investment advisor, sub-advisor, distributor, administrator, transfer agent, or
custodian to a Vanguard fund; (3) an accounting firm, an auditing firm, or outside legal counsel retained by Vanguard, a
Vanguard subsidiary, or a Vanguard fund; (4) an investment advisor to whom complete portfolio holdings are disclosed
for due diligence purposes when the advisor is in merger or acquisition talks with a Vanguard fund’s current advisor; and
(5) a newly hired investment advisor or sub-advisor to whom complete portfolio holdings are disclosed prior to the time it
commences its duties.

The frequency with which complete portfolio holdings may be disclosed between and among Affiliates and Fiduciaries,
and the length of the lag, if any, between the date of the information and the date on which the information is disclosed
between and among the Affiliates and Fiduciaries, is determined by such Affiliates and Fiduciaries based on the facts
and circumstances, including, without limitation, the nature of the portfolio holdings information to be disclosed, the risk
of harm to the funds and their shareholders, and the legitimate business purposes served by such disclosure. The
frequency of disclosure between and among Affiliates and Fiduciaries varies and may be as frequent as daily, with no
lag. Any disclosure of Vanguard fund complete portfolio holdings to any Affiliates and Fiduciaries as previously
described may also include a list of the other investment positions that make up the fund, such as cash equivalent
investments and derivatives. Disclosure of Vanguard fund complete portfolio holdings or other investment positions by
Vanguard, VMC, or a Vanguard fund to Affiliates and Fiduciaries must be authorized by a Vanguard fund officer or a
Principal of Vanguard.

Currently, Vanguard discloses complete portfolio holdings to the following Affiliates and Fiduciaries as part of ongoing
arrangements that serve legitimate business purposes: Vanguard and each investment advisor, sub-advisor, custodian,
and independent registered public accounting firm identified in each fund’s Statement of Additional Information.

B-46
Disclosure of Portfolio Holdings to Trading Counterparties in the Normal Course of Managing a Fund’s
Assets
An investment advisor, sub-advisor, administrator, or custodian for a Vanguard fund may, for legitimate business
purposes within the scope of its official duties and responsibilities, disclose portfolio holdings (whether partial portfolio
holdings or complete portfolio holdings) and other investment positions that make up the fund to any trading
counterparty, including one or more broker-dealers or banks, during the course of, or in connection with, normal
day-to-day securities and derivatives transactions with or through such trading counterparties subject to the
counterparty’s legal obligation not to use or disclose material nonpublic information concerning the fund’s portfolio
holdings, other investment positions, securities transactions, or derivatives transactions without the consent of the fund
or its agents. The Vanguard funds have not given their consent to any such use or disclosure and no person or agent of
Vanguard is authorized to give such consent except as approved in writing by the Boards of the Vanguard funds.
Disclosure of portfolio holdings or other investment positions by Vanguard to trading counterparties must be authorized
by a Vanguard fund officer or a Principal of Vanguard.

In addition to the disclosures described below to Authorized Participants, a Vanguard fund investment advisor or
administrator may also disclose portfolio holdings information to other current or prospective fund shareholders in
connection with the dissemination of information necessary for transactions in Creation Units (as defined below) or other
large transactions with a Vanguard fund. Such shareholders are typically Authorized Participants or other financial
institutions that have been authorized by VMC to purchase and redeem large blocks of shares, but may also include
market makers and other institutional market participants and entities to whom a Vanguard fund advisor or administrator
may provide information in connection with transactions in a Vanguard fund.

Disclosure of Nonmaterial Information

The Policies and Procedures permit Vanguard fund officers, Vanguard fund portfolio managers, and other Vanguard
representatives (collectively, Approved Vanguard Representatives) to disclose any views, opinions, judgments, advice,
or commentary, or any analytical, statistical, performance, or other information, in connection with or relating to a
Vanguard fund or its portfolio holdings and/or other investment positions (collectively, commentary and analysis) or any
changes in the portfolio holdings of a Vanguard fund that occurred after the end of the most recent calendar quarter
(recent portfolio changes) to any person if (1) such disclosure serves a legitimate business purpose, (2) such disclosure
does not effectively result in the disclosure of the complete portfolio holdings of any Vanguard fund (which can be
disclosed only in accordance with the Policies and Procedures), and (3) such information does not constitute material
nonpublic information. Disclosure of commentary and analysis or recent portfolio changes by Vanguard, VMC, or a
Vanguard fund must be authorized by a Vanguard fund officer or a Principal of Vanguard.

An Approved Vanguard Representative must make a good faith determination whether the information constitutes
material nonpublic information, which involves an assessment of the particular facts and circumstances. Vanguard
believes that in most cases recent portfolio changes that involve a few or even several securities in a diversified portfolio
or commentary and analysis would be immaterial and would not convey any advantage to a recipient in making an
investment decision concerning a Vanguard fund. Nonexclusive examples of commentary and analysis about a
Vanguard fund include (1) the allocation of the fund’s portfolio holdings and other investment positions among various
asset classes, sectors, industries, and countries; (2) the characteristics of the stock and bond components of the fund’s
portfolio holdings and other investment positions; (3) the attribution of fund returns by asset class, sector, industry, and
country; and (4) the volatility characteristics of the fund. Approved Vanguard Representatives may, at their sole
discretion, deny any request for information made by any person, and may do so for any reason or for no reason.
Approved Vanguard Representatives include, for purposes of the Policies and Procedures, persons employed by or
associated with Vanguard or a subsidiary of Vanguard who have been authorized by Vanguard’s Portfolio Review
Department to disclose recent portfolio changes and/or commentary and analysis in accordance with the Policies and
Procedures.

Disclosure of Portfolio Holdings, Including Other Investment Positions, in Accordance with Securities and
Exchange Commission (SEC) Exemptive Orders and Rule 6c-11
Vanguard’s Fund Services and Oversight unit may disclose to the National Securities Clearing Corporation (NSCC),
Authorized Participants, and other market makers the daily portfolio composition files (PCFs) that identify a basket of
specified securities that may overlap with the actual or expected portfolio holdings of the Vanguard funds that offer a
class of shares known as Vanguard ETF Shares (ETF Funds). Each Vanguard fund relying on Rule 6c-11 under the
1940 Act generally will seek to disclose complete portfolio holdings, including other investment positions, at the

B-47
beginning of each business day. These portfolio holdings, including other investment positions, will be disclosed online
at vanguard.com. The disclosure of PCFs and portfolio holdings, including other investment positions, will be in
accordance with the terms and conditions of related exemptive orders (Vanguard ETF Exemptive Orders) issued by the
SEC or Rule 6c-11 under the 1940 Act, as described in this section. In addition to disclosing PCFs to the NSCC, as
previously described, Vanguard’s Fund Services and Oversight unit will generally disclose the PCF for any ETF Fund
online at vanguard.com.

Unlike the conventional classes of shares issued by ETF Funds, the ETF Shares are listed for trading on a national
securities exchange. Each ETF Fund issues and redeems ETF Shares in large blocks, known as “Creation Units.” To
purchase or redeem a Creation Unit, an investor must be an “Authorized Participant” or the investor must purchase or
redeem through a broker-dealer that is an Authorized Participant. An Authorized Participant is a participant in the
Depository Trust Company (DTC) that has executed a “Participant Agreement” with VMC. Each ETF Fund issues
Creation Units in exchange for a “portfolio deposit” consisting of a basket of specified securities (Deposit Securities) and
a cash payment (Balancing Amount). Each ETF Fund also generally redeems Creation Units in kind; an investor who
tenders a Creation Unit will receive, as redemption proceeds, a basket of specified securities together with a Balancing
Amount.

In connection with the creation and redemption process, and in accordance with the terms and conditions of the
Vanguard ETF Exemptive Orders and Rule 6c-11, Vanguard makes available to the NSCC (a clearing agency
registered with the SEC and affiliated with the DTC), for dissemination to NSCC participants on each business day prior
to the opening of trading on the listing exchange, a PCF containing a list of the names and the required number of
shares of each Deposit Security for each ETF Fund. In addition, the listing exchange disseminates (1) continuously
throughout the trading day, through the facilities of the Consolidated Tape Association, the market value of an ETF
Share; and (2) every 15 seconds throughout the trading day, a calculation of the estimated NAV of an ETF Share
(expected to be accurate to within a few basis points). Comparing these two figures allows an investor to determine
whether, and to what extent, ETF Shares are selling at a premium or at a discount to NAV. ETF Shares are listed on the
exchange and traded on the secondary market in the same manner as other equity securities. The price of ETF Shares
trading on the secondary market is based on a current bid/offer market.

Disclosure of Portfolio Holdings Related Information to the Issuer of a Security for Legitimate Business
Purposes
Vanguard, at its sole discretion, may disclose portfolio holdings information concerning a security held by one or more
Vanguard funds to the issuer of such security if the issuer presents, to the satisfaction of Vanguard’s Fund Services and
Oversight unit, convincing evidence that the issuer has a legitimate business purpose for such information. Disclosure of
this information to an issuer is conditioned on the issuer being subject to a written agreement imposing a duty of
confidentiality, including a duty not to trade on the basis of any material nonpublic information. The frequency with which
portfolio holdings information concerning a security may be disclosed to the issuer of such security, and the length of the
lag, if any, between the date of the information and the date on which the information is disclosed to the issuer, is
determined based on the facts and circumstances, including, without limitation, the nature of the portfolio holdings
information to be disclosed, the risk of harm to the funds and their shareholders, and the legitimate business purposes
served by such disclosure. The frequency of disclosure to an issuer cannot be determined in advance of a specific
request and will vary based upon the particular facts and circumstances and the legitimate business purposes, but in
unusual situations could be as frequent as daily, with no lag. Disclosure of portfolio holdings information concerning a
security held by one or more Vanguard funds to the issuer of such security must be authorized by a Vanguard fund
officer or a Principal in Vanguard’s Equity Investment Group, Portfolio Review Department, or Office of the General
Counsel.

Disclosure of Portfolio Holdings as Required by Applicable Law

Vanguard fund portfolio holdings (whether partial portfolio holdings or complete portfolio holdings) and other investment
positions that make up a fund shall be disclosed to any person as required by applicable laws, rules, and regulations.
Examples of such required disclosure include, but are not limited to, disclosure of Vanguard fund portfolio holdings (1) in
a filing or submission with the SEC or another regulatory body, (2) in connection with seeking recovery on defaulted
bonds in a federal bankruptcy case, (3) in connection with a lawsuit, or (4) as required by court order. Disclosure of
portfolio holdings or other investment positions by Vanguard, VMC, or a Vanguard fund as required by applicable laws,
rules, and regulations must be authorized by a Vanguard fund officer or a Principal of Vanguard.

B-48
Prohibitions on Disclosure of Portfolio Holdings
No person is authorized to disclose Vanguard fund portfolio holdings or other investment positions (whether online at
vanguard.com, in writing, by fax, by email, orally, or by other means) except in accordance with the Policies and
Procedures. In addition, no person is authorized to make disclosure pursuant to the Policies and Procedures if such
disclosure is otherwise unlawful under the antifraud provisions of the federal securities laws (as defined in Rule 38a-1
under the 1940 Act). Furthermore, Vanguard’s management, at its sole discretion, may determine not to disclose
portfolio holdings or other investment positions that make up a Vanguard fund to any person who would otherwise be
eligible to receive such information under the Policies and Procedures, or may determine to make such disclosures
publicly as provided by the Policies and Procedures.

Prohibitions on Receipt of Compensation or Other Consideration

The Policies and Procedures prohibit a Vanguard fund, its investment advisor, and any other person or entity from
paying or receiving any compensation or other consideration of any type for the purpose of obtaining disclosure of
Vanguard fund portfolio holdings or other investment positions. “Consideration” includes any agreement to maintain
assets in the fund or in other investment companies or accounts managed by the investment advisor or sub-advisor or
by any affiliated person of the investment advisor or sub-advisor.

B-49
 INVESTMENT ADVISORY AND OTHER SERVICES
The Funds receive all investment advisory services from Vanguard, through its Equity Index Group. These services are
provided by an experienced advisory staff employed directly by Vanguard. The compensation and other expenses of the
advisory staff are allocated among the funds utilizing these services.

During the fiscal years ended December 31, 2021, 2022, and 2023, the Funds incurred the following approximate
advisory expenses:

Vanguard Fund 2021 2022 2023

Vanguard Total Stock Market Index Fund $19,467,000 $23,150,000 $32,625,000
Vanguard 500 Index Fund 12,702,000 10,553,000 18,349,000
Vanguard Extended Market Index Fund 3,801,000 1,993,000 1,799,000
Vanguard Large-Cap Index Fund 2,796,000 1,223,000 898,000
Vanguard Mid-Cap Index Fund 4,391,000 2,547,000 3,060,000
Vanguard Small-Cap Index Fund 4,133,000 2,241,000 2,565,000
Vanguard Value Index Fund 3,974,000 2,685,000 3,296,000
Vanguard Mid-Cap Value Index Fund 2,637,000 1,098,000 602,000
Vanguard Small-Cap Value Index Fund 2,919,000 1,357,000 1,036,000
Vanguard Growth Index Fund 4,562,000 2,607,000 3,706,000
Vanguard Mid-Cap Growth Index Fund 2,596,000 985,000 446,000
Vanguard Small-Cap Growth Index Fund 2,787,000 1,095,000 630,000

1. Other Accounts Managed

The following table provides information relating to the other accounts managed by the portfolio managers of the Funds
as of the fiscal year ended December 31, 2023 (unless otherwise noted):

No. of accounts Total assets

with in accounts with
Portfolio No. of Total performance-based performance-based
Manager accounts assets fees fees
Aaron Choi Registered investment companies1 6 $ 1.2T 0 $0
Other pooled investment vehicles 0 $ 0 0 $0
Other accounts 0 $ 0 0 $0
2
Michelle Louie Registered investment companies 15 $ 2.9T 0 $0
Other pooled investment vehicles 0 $ 0 0 $0
Other accounts 0 $ 0 0 $0
3
Gerard C. O’Reilly Registered investment companies 18 $ 2.4T 0 $0
Other pooled investment vehicles 0 $ 0 0 $0
Other accounts 0 $ 0 0 $0
Walter Nejman Registered investment companies4 40 $ 2.9T 0 $0
Other pooled investment vehicles 12 $667.4B 0 $0
Other accounts 0 $ 0 0 $0
Nick Birkett Registered investment companies5 22 $ 1.7T 0 $0
Other pooled investment vehicles 4 $ 10.8B 0 $0
Other accounts 0 $ 0 0 $0
Kenny Narzikul Registered investment companies6 15 $192.2B 0 $0
Other pooled investment vehicles 2 $ 2.6B 0 $0
Other accounts 0 $ 0 0 $0

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 No. of accounts Total assets
with in accounts with
Portfolio No. of Total performance-based performance-based
Manager accounts assets fees fees
Aurélie Denis Registered investment companies7 31 $ 1.0T 0 $0
Other pooled investment vehicles 14 $675.6B 0 $0
Other accounts 0 $ 0 0 $0
Awais Khan Registered investment companies7 13 $266.5B 0 $0
Other pooled investment vehicles 0 0 0 $0
Other accounts 0 $ 0 0 $0
1 Includes Vanguard 500 Index Fund, Vanguard Mid-Cap Index Fund, Vanguard Mid-Cap Value Index Fund, and Vanguard Mid-Cap Growth
Index Fund, which collectively held assets of $1.2 trillion as of December 31, 2023.
2 Includes Vanguard 500 Index Fund, Vanguard Large-Cap Index Fund, Vanguard Extended Market Index Fund, and Vanguard Total Stock
Market Index Fund, which collectively held assets of $2.6 trillion as of December 31, 2023.
3 Includes Vanguard Growth Index Fund, Vanguard Value Index Fund, Vanguard Small-Cap Growth Index Fund, Vanguard Small-Cap Index
Fund, Vanguard Total Stock Market Index Fund, and Vanguard Small-Cap Value Index Fund Fund, which collectively held assets of $2
trillion as of December 31, 2023.
4 Includes Vanguard Large-Cap Index Fund, Vanguard Growth Index Fund, Vanguard Value Index Index Fund, and Vanguard Total Stock
Market Index Fund, which collectively held assets of $1.9 trillion as of December 31, 2023.
5 Includes Vanguard 500 Index Index Fund, Vanguard Small-Cap Growth Index Fund, Vanguard Small-Cap Value Index Fund, and Vanguard
Extended Market Index Fund, which collectively held assets of $1.2 trillion as of December 31, 2023.
6 Includes Vanguard Small-Cap Index Fund, which held assets of $134 billion as of December 31, 2023.
7 Includes Vanguard Mid-Cap Index Fund, Vanguard Mid-Cap Value Index Fund, and Vanguard Mid-Cap Growth
Index Fund, which collectively held assets of $207 billion as of December 31, 2023.

2. Material Conflicts of Interest

At Vanguard, individual portfolio managers may manage multiple accounts for multiple clients. In addition to mutual
funds, these accounts may include separate accounts, collective trusts, and offshore funds. Managing multiple funds or
accounts may give rise to potential conflicts of interest including, for example, conflicts among investment strategies and
conflicts in the allocation of investment opportunities. Vanguard manages potential conflicts between funds or accounts
through allocation policies and procedures, internal review processes, and oversight by trustees and independent third
parties. Vanguard has developed trade allocation procedures and controls to ensure that no one client, regardless of
type, is intentionally favored at the expense of another. Allocation policies are designed to address potential conflicts in
situations in which two or more funds or accounts participate in investment decisions involving the same securities.

3. Description of Compensation
All Vanguard portfolio managers are Vanguard employees. This section describes the compensation of the Vanguard
employees who manage Vanguard mutual funds. As of December 31, 2023, a Vanguard portfolio manager’s
compensation generally consists of base salary, bonus, and payments under Vanguard’s long-term incentive
compensation program. In addition, portfolio managers are eligible for the standard retirement benefits and health and
welfare benefits available to all Vanguard employees. Also, certain portfolio managers may be eligible for additional
retirement benefits under several supplemental retirement plans that Vanguard adopted in the 1980s to restore
dollar-for-dollar the benefits of management employees that had been cut back solely as a result of tax law changes.
These plans are structured to provide the same retirement benefits as the standard retirement plans.

In the case of portfolio managers responsible for managing multiple Vanguard funds or accounts, the method used to
determine their compensation is the same for all funds and investment accounts. A portfolio manager’s base salary is
determined by the manager’s experience and performance in the role, taking into account the ongoing compensation
benchmark analyses performed by Vanguard’s Human Resources Department. A portfolio manager’s base salary is
generally a fixed amount that may change as a result of an annual review, upon assumption of new duties, or when a
market adjustment of the position occurs.

A portfolio manager’s bonus is determined by a number of factors. One factor is gross, pre-tax performance of the fund
relative to expectations for how the fund should have performed, given the fund’s investment objective, policies,
strategies, and limitations, and the market environment during the measurement period. This performance factor is not
based on the amount of assets held in any individual fund’s portfolio. For each Fund, the performance factor depends
on how closely the portfolio manager tracks the Fund’s benchmark index over a 1-year period. Additional factors include
the portfolio manager’s contributions to the investment management functions within the sub-asset class, contributions

B-51
to the development of other investment professionals and supporting staff, and overall contributions to strategic planning
and decisions for the investment group. The target bonus is expressed as a percentage of base salary. The actual
bonus paid may be more or less than the target bonus, based on how well the manager satisfies the objectives
previously described. The bonus is paid on an annual basis.

Under the long-term incentive compensation program, all full-time employees receive a payment from Vanguard’s
long-term incentive compensation plan based on their years of service, job level, and if applicable, management
responsibilities. Each year, Vanguard’s independent directors determine the amount of the long-term incentive
compensation award for that year based on the investment performance of the Vanguard funds relative to competitors
and Vanguard’s operating efficiencies in providing services to the Vanguard funds.

4. Ownership of Securities
As of December 31, 2023, Mr. Choi owned shares of Vanguard 500 Index Fund within the $100,001-$500,000 range. As
of December 31, 2023, Mr. Birkett did not own any shares of Vanguard 500 Index Fund and Vanguard Extended
Market Index Fund. As of December 31, 2023, Mr. O’Reilly owned shares of Vanguard Total Stock Market Index Fund
within the $500,001-$1,000,000 range; Ms. Denis owned shares of Vanguard Mid-Cap Index Fund within the
$1-$10,000 range; and Ms. Louie owned shares of Vanguard Extended Market Index Fund within the $50,001-$100,000
range and shares of Vanguard Total Stock Market Index Fund within the $500,001-$1,000,000 range. As of the same
date, none of the other named portfolio managers owned any shares of the Funds they managed.

Duration and Termination of Investment Advisory Agreement

Vanguard provides investment advisory services to the Funds pursuant to the terms of the Fifth Amended and Restated
Funds’ Service Agreement. This agreement will continue in full force and effect until terminated or amended by mutual
agreement of the Vanguard funds and Vanguard.

Securities Lending
The following table describes the securities lending activities of the Funds during the fiscal year ended
December 31, 2023.

Vanguard Fund Securities Lending Activities

Vanguard 500 Index Fund
Gross income from securities lending activities $1,165,226
Fees paid to securities lending agent from a revenue split $0
Fees paid for any cash collateral management service (including fees deducted from a pooled cash
collateral reinvestment vehicle) that are not included in the revenue split $4,295
Administrative fees not included in revenue split $10,039
Indemnification fee not included in revenue split $0
Rebate (paid to borrower) $635,018
Other fees not included in revenue split (specify) $0
Aggregate fees/compensation for securities lending activities $649,352
Net income from securities lending activities $515,874

Vanguard Extended Market Index Fund

Gross income from securities lending activities $156,063,515
Fees paid to securities lending agent from a revenue split $0
Fees paid for any cash collateral management service (including fees deducted from a pooled cash
collateral reinvestment vehicle) that are not included in the revenue split $83,475
Administrative fees not included in revenue split $2,616,006
Indemnification fee not included in revenue split $0
Rebate (paid to borrower) $11,390,150
Other fees not included in revenue split (specify) $0
Aggregate fees/compensation for securities lending activities $14,089,631
Net income from securities lending activities $141,973,884

Vanguard Growth Index Fund

Gross income from securities lending activities $2,547,269

B-52
Vanguard Fund Securities Lending Activities
Fees paid to securities lending agent from a revenue split $0
Fees paid for any cash collateral management service (including fees deducted from a pooled cash
collateral reinvestment vehicle) that are not included in the revenue split $4,939
Administrative fees not included in revenue split $35,560
Indemnification fee not included in revenue split $0
Rebate (paid to borrower) $173,178
Other fees not included in revenue split (specify) $0
Aggregate fees/compensation for securities lending activities $213,677
Net income from securities lending activities $2,333,592

Vanguard Large-Cap Index Fund

Gross income from securities lending activities $1,168,931
Fees paid to securities lending agent from a revenue split $0
Fees paid for any cash collateral management service (including fees deducted from a pooled cash
collateral reinvestment vehicle) that are not included in the revenue split $1,200
Administrative fees not included in revenue split $21,834
Indemnification fee not included in revenue split $0
Rebate (paid to borrower) $26,327
Other fees not included in revenue split (specify) $0
Aggregate fees/compensation for securities lending activities $49,361
Net income from securities lending activities $1,119,570

Vanguard Mid-Cap Growth Index Fund

Gross income from securities lending activities $2,216,503
Fees paid to securities lending agent from a revenue split $0
Fees paid for any cash collateral management service (including fees deducted from a pooled cash
collateral reinvestment vehicle) that are not included in the revenue split $4,108
Administrative fees not included in revenue split $31,450
Indemnification fee not included in revenue split $0
Rebate (paid to borrower) $120,166
Other fees not included in revenue split (specify) $0
Aggregate fees/compensation for securities lending activities $155,724
Net income from securities lending activities $2,060,779

Vanguard Mid-Cap Index Fund

Gross income from securities lending activities $25,704,748
Fees paid to securities lending agent from a revenue split $0
Fees paid for any cash collateral management service (including fees deducted from a pooled cash
collateral reinvestment vehicle) that are not included in the revenue split $25,402
Administrative fees not included in revenue split $456,493
Indemnification fee not included in revenue split $0
Rebate (paid to borrower) $1,437,596
Other fees not included in revenue split (specify) $0
Aggregate fees/compensation for securities lending activities $1,919,491
Net income from securities lending activities $23,785,257

Vanguard Mid-Cap Value Index Fund

Gross income from securities lending activities $7,181,618
Fees paid to securities lending agent from a revenue split $0
Fees paid for any cash collateral management service (including fees deducted from a pooled cash
collateral reinvestment vehicle) that are not included in the revenue split $4,575
Administrative fees not included in revenue split $141,321
Indemnification fee not included in revenue split $0
Rebate (paid to borrower) $285,748
Other fees not included in revenue split (specify) $0
Aggregate fees/compensation for securities lending activities $431,644

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Vanguard Fund Securities Lending Activities
Net income from securities lending activities $6,749,974

Vanguard Small-Cap Growth Index Fund

Gross income from securities lending activities $51,413,553
Fees paid to securities lending agent from a revenue split $0
Fees paid for any cash collateral management service (including fees deducted from a pooled cash
collateral reinvestment vehicle) that are not included in the revenue split $33,341
Administrative fees not included in revenue split $836,134
Indemnification fee not included in revenue split $0
Rebate (paid to borrower) $5,350,777
Other fees not included in revenue split (specify) $0
Aggregate fees/compensation for securities lending activities $6,220,252
Net income from securities lending activities $45,193,301

Vanguard Small-Cap Index Fund

Gross income from securities lending activities $183,725,810
Fees paid to securities lending agent from a revenue split $0
Fees paid for any cash collateral management service (including fees deducted from a pooled cash
collateral reinvestment vehicle) that are not included in the revenue split $87,941
Administrative fees not included in revenue split $2,850,346
Indemnification fee not included in revenue split $0
Rebate (paid to borrower) $14,926,373
Other fees not included in revenue split (specify) $0
Aggregate fees/compensation for securities lending activities $17,864,660
Net income from securities lending activities $165,861,150

Vanguard Small-Cap Value Index Fund

Gross income from securities lending activities $65,143,381
Fees paid to securities lending agent from a revenue split $0
Fees paid for any cash collateral management service (including fees deducted from a pooled cash
collateral reinvestment vehicle) that are not included in the revenue split $19,956
Administrative fees not included in revenue split $953,630
Indemnification fee not included in revenue split $0
Rebate (paid to borrower) $3,321,695
Other fees not included in revenue split (specify) $0
Aggregate fees/compensation for securities lending activities $4,295,281
Net income from securities lending activities $60,848,100

Vanguard Total Stock Market Index Fund

Gross income from securities lending activities $341,240,506
Fees paid to securities lending agent from a revenue split $0
Fees paid for any cash collateral management service (including fees deducted from a pooled cash
collateral reinvestment vehicle) that are not included in the revenue split $197,613
Administrative fees not included in revenue split $5,670,891
Indemnification fee not included in revenue split $0
Rebate (paid to borrower) $26,959,264
Other fees not included in revenue split (specify) $0
Aggregate fees/compensation for securities lending activities $32,827,768
Net income from securities lending activities $308,412,738

Vanguard Value Index Fund

Gross income from securities lending activities $7,069,105
Fees paid to securities lending agent from a revenue split $0
Fees paid for any cash collateral management service (including fees deducted from a pooled cash
collateral reinvestment vehicle) that are not included in the revenue split $4,967
Administrative fees not included in revenue split $139,846
Indemnification fee not included in revenue split $0

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Vanguard Fund Securities Lending Activities
Rebate (paid to borrower) $256,222
Other fees not included in revenue split (specify) $0
Aggregate fees/compensation for securities lending activities $401,035
Net income from securities lending activities $6,668,070

PORTFOLIO TRANSACTIONS
The advisor decides which securities to buy and sell on behalf of a Fund and then selects the brokers or dealers that will
execute the trades on an agency basis or the dealers with whom the trades will be effected on a principal basis. For
each trade, the advisor must select a broker-dealer that it believes will provide “best execution.” Best execution does not
necessarily mean paying the lowest spread or commission rate available. In seeking best execution, the SEC has said
that an advisor should consider the full range of a broker-dealer’s services. The factors considered by the advisor in
seeking best execution include, but are not limited to, the broker-dealer’s execution capability, clearance and settlement
services, commission rate, trading expertise, willingness and ability to commit capital, ability to provide anonymity,
financial responsibility, reputation and integrity, responsiveness, access to underwritten offerings and secondary
markets, and access to company management, as well as the value of any research provided by the broker-dealer. In
assessing which broker-dealer can provide best execution for a particular trade, the advisor also may consider the
timing and size of the order and available liquidity and current market conditions. Subject to applicable legal
requirements, the advisor may select a broker based partly on brokerage or research services provided to the advisor
and its clients, including the Funds. The advisor may cause a Fund to pay a higher commission than other brokers
would charge if the advisor determines in good faith that the amount of the commission is reasonable in relation to the
value of services provided. The advisor also may receive brokerage or research services from broker-dealers that are
provided at no charge in recognition of the volume of trades directed to the broker. To the extent research services or
products may be a factor in selecting brokers, services and products may include written research reports analyzing
performance or securities, discussions with research analysts, meetings with corporate executives to obtain oral reports
on company performance, market data, and other products and services that will assist the advisor in its investment
decision-making process. The research services provided by brokers through which a Fund effects securities
transactions may be used by the advisor in servicing all of its accounts, and some of the services may not be used by
the advisor in connection with the Fund.

During the fiscal years ended December 31, 2021, 2022, and 2023, the Funds paid the following approximate amounts
in brokerage commissions. Brokerage commissions paid by a fund may be substantially different from year to year for
multiple reasons, such as overall fund performance, market volatility, trading volumes, cash flows, or changes to the
securities that make up the Fund or a fund’s target index.

Vanguard Fund 2021 2022 2023

Vanguard 500 Index Fund $ 1,559,000 $ 2,643,000 $ 3,653,000
Vanguard Extended Market Index Fund 5,278,000 4,415,000 4,281,000
Vanguard Growth Index Fund — 718,000 643,000
Vanguard Large-Cap Index Fund 208,000 185,000 137,000
Vanguard Mid-Cap Growth Index Fund 514,000 546,000 267,000
Vanguard Mid-Cap Index Fund 3,515,000 3,276,000 4,077,000
Vanguard Mid-Cap Value Index Fund 681,000 858,000 1,588,000
Vanguard Small-Cap Growth Index Fund 2,149,000 2,586,000 2,610,000
Vanguard Small-Cap Index Fund 6,910,000 7,593,000 7,455,000
Vanguard Small-Cap Value Index Fund 2,081,000 2,402,000 2,912,000
Vanguard Total Stock Market Index Fund 15,697,000 29,443,000 14,332,000
Vanguard Value Index Fund — 1,067,000 2,257,000

Some securities that are considered for investment by a Fund may also be appropriate for other Vanguard funds or for
other clients served by the advisor. If such securities are compatible with the investment policies of a Fund and one or
more of an advisor’s other clients, and are considered for purchase or sale at or about the same time, then transactions
in such securities may be aggregated by the advisor, and the purchased securities or sale proceeds may be allocated
among the participating Vanguard funds and the other participating clients of the advisor in a manner deemed equitable
by the advisor. Although there may be no specified formula for allocating such transactions, the allocation methods
used, and the results of such allocations, will be subject to periodic review by the Funds’ board of trustees.

B-55
As of December 31, 2023, each Fund held securities of its “regular brokers or dealers,” as that term is defined in
Rule 10b-1 of the 1940 Act, as follows:

Vanguard Fund Regular Broker or Dealer (or Parent) Aggregate Holdings

Vanguard 500 Index Fund BofA Securities, Inc. $ 5,661,003,000
Citigroup, Inc. 2,372,972,000
Goldman Sachs & Co. LLC 2,821,687,000
J.P. Morgan Securities LLC 12,008,107,000
Morgan Stanley & Co. LLC 2,877,935,000
Wells Fargo Securities, LLC 4,364,995,000
Vanguard Extended Market Index Fund Jefferies LLC 100,269,000
Vanguard Growth Index Fund — —
Vanguard Large-Cap Index Fund BofA Securities, Inc. 252,899,000
Citigroup, Inc. 104,431,000
Goldman Sachs & Co. LLC 140,469,000
J.P. Morgan Securities LLC 549,119,000
Morgan Stanley & Co. LLC 128,174,000
Wells Fargo Securities, LLC 199,598,000
Vanguard Mid-Cap Growth Index Fund — —
Vanguard Mid-Cap Index Fund State Street Global Markets, LLC 508,889,000
Vanguard Mid-Cap Value Index Fund — —
Vanguard Small-Cap Growth Index Fund Virtu Americas LLC 28,134,000
Vanguard Small-Cap Index Fund Jefferies LLC 151,597,000
Virtu Americas LLC 44,335,000
Vanguard Small-Cap Value Index Fund Jefferies LLC 104,597,000
Virtu Americas LLC 30,506,000
Vanguard Total Stock Market Index Fund BofA Securities, Inc. 7,105,264,000
Citigroup, Inc. 2,896,449,000
Goldman Sachs & Co. LLC 3,618,730,000
J.P. Morgan Securities LLC 15,430,670,000
Jefferies LLC 187,409,000
Morgan Stanley & Co. LLC 3,602,150,000
Wells Fargo Securities, LLC 5,609,073,000
Vanguard Value Index Fund BofA Securities, Inc. 1,887,641,000
Citigroup, Inc. 769,219,000
Goldman Sachs & Co. LLC 951,889,000
J.P. Morgan Securities LLC 4,098,464,000
Morgan Stanley & Co. LLC 956,615,000
Wells Fargo Securities, LLC 1,489,803,000

B-56
 PROXY VOTING

I. Proxy Voting Policies

Each Vanguard fund advised by Vanguard retains the authority to vote proxies received with respect to the shares of
equity securities held directly in a portfolio advised by Vanguard. The Board of Trustees of the Vanguard-advised funds
(the Board) has adopted proxy voting procedures and guidelines to govern proxy voting for each portfolio retaining proxy
voting authority, which are summarized in Appendix A.

For Vanguard Total Stock Market Index Fund, the manager of the Fund’s totally held subsidiary has sole authority to
vote proxies related to the portfolio securities held by the subsidiary. The manager of Vanguard Total Stock Market Index
Fund’s totally held subsidiary will be independent of Vanguard and Vanguard Total Stock Market Index Fund and will
vote proxies in accordance with the recommendations of a proxy advisory firm chosen by the manager.

Vanguard has entered into agreements with various state, federal, and non-U.S. regulators and with certain issuers that
limit the amount of shares that the funds may vote at their discretion for particular securities. For these securities, the
funds are able to vote a limited portion of the shares at their discretion. Any additional shares generally are voted in the
same proportion as votes cast by the issuer’s entire shareholder base (i.e., mirror voted), or the fund is not permitted to
vote such shares. Further, the Board has adopted policies that will result in certain funds mirror voting a higher
proportion of the shares they own in a regulated issuer in order to permit certain other funds (generally advised by
managers not affiliated with Vanguard) to mirror vote none, or a lower proportion, of their shares in such regulated
issuer.

II. Securities Lending

There may be occasions when Vanguard needs to restrict lending of and/or recall securities that are out on loan in order
to vote the full position at a shareholder meeting. For the funds managed by Vanguard, Vanguard has processes to
monitor securities on loan and to evaluate any circumstances that may require it to restrict and/or attempt to recall the
security based on the criteria set forth in Appendix A.

To obtain a free copy of a report that details how the funds voted the proxies relating to the portfolio securities held by
the funds for the prior 12-month period ended June 30, log on to vanguard.com or visit the SEC’s website at sec.gov.

B-57
 INFORMATION ABOUT THE ETF SHARE CLASS
Each Fund (collectively, the ETF Funds) offers and issues an exchange-traded class of shares called ETF Shares. Each
Fund issues and redeems ETF Shares in large blocks, known as “Creation Units.”

To purchase or redeem a Creation Unit, you must be an Authorized Participant or you must transact through a broker
that is an Authorized Participant. An Authorized Participant is a participant in the Depository Trust Company (DTC) that
has executed a Participant Agreement with Vanguard Marketing Corporation, the ETF Funds’ Distributor (the
Distributor). For a current list of Authorized Participants, contact the Distributor.

Investors that are not Authorized Participants must hold ETF Shares in a brokerage account. As with any stock traded
on an exchange through a broker, purchases and sales of ETF Shares will be subject to usual and customary brokerage
commissions.

Each ETF Fund issues Creation Units in kind in exchange for a basket of securities that are part of—or soon to be part
of—its target index (Deposit Securities). Each ETF Fund also redeems Creation Units in kind; an investor who tenders a
Creation Unit will receive, as redemption proceeds, a basket of securities that are part of the Fund’s portfolio holdings
(Redemption Securities). As part of any creation or redemption transaction, the investor will either pay or receive some
cash in addition to the securities, as described more fully on the following pages. Each ETF Fund reserves the right to
issue Creation Units for cash, rather than in kind.

Exchange Listing and Trading

The ETF Shares have been approved for listing on a national securities exchange and will trade on the exchange at
market prices that may differ from net asset value (NAV). There can be no assurance that, in the future, ETF Shares will
continue to meet all of the exchange’s listing requirements. The exchange will institute procedures to delist a Fund’s
ETF Shares if the Fund’s ETF Shares do not continuously comply with the exchange’s listing rules. The exchange will
also delist a Fund’s ETF Shares upon termination of the ETF share class.

The exchange disseminates, through the facilities of the Consolidated Tape Association, an updated “indicative
optimized portfolio value” (IOPV) for each ETF Fund as calculated by an information provider. The ETF Funds are not
involved with or responsible for the calculation or dissemination of the IOPVs, and they make no warranty as to the
accuracy of the IOPVs. An IOPV for a Fund’s ETF Shares is disseminated every 15 seconds during regular exchange
trading hours. An IOPV has a securities value component and a cash component. The IOPV is designed as an estimate
of an ETF Fund’s NAV at a particular point in time, but it is only an estimate and should not be viewed as the actual
NAV, which is calculated once each day.

Conversions and Exchanges

Owners of conventional (i.e., not exchange-traded) shares issued by an ETF Fund may convert those shares to ETF
Shares of equivalent value of the same Fund. Please note that investors who own conventional shares through a 401(k)
plan or other employer-sponsored retirement or benefit plan generally may not convert those shares to ETF Shares and
should check with their plan sponsor or recordkeeper. ETF Shares, whether acquired through a conversion or
purchased on the secondary market, cannot be converted to conventional shares by a shareholder. Also, ETF Shares of
one fund cannot be exchanged for ETF Shares of another fund.

Note for investors in Vanguard Institutional Total Stock Market Index Fund: Owners of shares issued by Vanguard
Institutional Total Stock Market Index Fund cannot convert their shares to ETF Shares of Vanguard Total Stock Market
Index Fund because the Funds are separate and distinct. Vanguard Institutional Total Stock Market Index Fund, which
is offered through a separate prospectus and Statement of Additional Information, does not issue ETF Shares.

Investors that are not Authorized Participants must hold ETF Shares in a brokerage account. Thus, before converting
conventional shares to ETF Shares, an investor must have an existing, or open a new, brokerage account. This account
may be with Vanguard Brokerage Services or with any other brokerage firm. To initiate a conversion of conventional
shares to ETF Shares, an investor must contact his or her broker.

Vanguard Brokerage Services does not impose a fee on conversions from Vanguard conventional shares to Vanguard
ETF Shares. However, other brokerage firms may charge a fee to process a conversion. Vanguard reserves the right, in
the future, to impose a transaction fee on conversions or to limit or terminate the conversion privilege.

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Converting conventional shares to ETF Shares is generally accomplished as follows. First, after the broker notifies
Vanguard of an investor‘s request to convert, Vanguard will transfer conventional shares from the investor‘s account
with Vanguard to the broker‘s omnibus account with Vanguard (an account maintained by the broker on behalf of all its
customers who hold conventional Vanguard fund shares through the broker). After the transfer, Vanguard’s records will
reflect the broker, not the investor, as the owner of the shares. Next, the broker will instruct Vanguard to convert the
appropriate number or dollar amount of conventional shares in its omnibus account to ETF Shares of equivalent value,
based on the respective NAVs of the two share classes. The ETF Fund’s transfer agent will reflect ownership of all ETF
Shares in the name of the DTC. The DTC will keep track of which ETF Shares belong to the broker, and the broker, in
turn, will keep track of which ETF Shares belong to its customers.

Because the DTC is unable to handle fractional shares, only whole shares can be converted. For example, if the
investor owned 300.25 conventional shares, and this was equivalent in value to 90.75 ETF Shares, the DTC account
would receive 90 ETF Shares. Conventional shares with a value equal to 0.75 ETF Shares (in this example, that would
be 2.481 conventional shares) would remain in the broker‘s omnibus account with Vanguard. The broker then could
either (1) take certain internal actions necessary to credit the investor‘s account with 0.75 ETF Shares or (2) redeem the
2.481 conventional shares for cash at NAV and deliver that cash to the investor’s account. If the broker chose to redeem
the conventional shares, the investor would realize a gain or loss on the redemption that must be reported on his or her
tax return (unless the shares are held in an IRA or other tax-deferred account). An investor should consult his or her
broker for information on how the broker will handle the conversion process, including whether the broker will impose a
fee to process a conversion.

The conversion process works differently for investors who opt to hold ETF Shares through an account at Vanguard
Brokerage Services. Investors who convert their conventional shares to ETF Shares through Vanguard Brokerage
Services will have all conventional shares for which they request conversion converted to the equivalent dollar value of
ETF Shares. Because no fractional shares will have to be sold, the transaction will not be taxable.

Here are some important points to keep in mind when converting conventional shares of an ETF Fund to ETF Shares:
■ The conversion process can take anywhere from several days to several weeks, depending on the broker. Vanguard
generally will process conversion requests either on the day they are received or on the next business day. Vanguard
imposes conversion blackout windows around the dates when an ETF Fund declares dividends. This is necessary to
prevent a shareholder from collecting a dividend from both the conventional share class currently held and also from
the ETF share class to which the shares will be converted.
■ During the conversion process, an investor will remain fully invested in the Fund’s conventional shares, and the
investment will increase or decrease in value in tandem with the NAV of those shares.
■ The conversion transaction is nontaxable except, if applicable, to the very limited extent previously described.
■ During the conversion process, an investor will be able to liquidate all or part of an investment by instructing
Vanguard or the broker (depending on whether the shares are held in the investor’s account or the broker‘s omnibus
account) to redeem the conventional shares. After the conversion process is complete, an investor will be able to
liquidate all or part of an investment by instructing the broker to sell the ETF Shares.

Book Entry Only System

ETF Shares issued by the ETF Funds are registered in the name of the DTC or its nominee, Cede & Co., and are
deposited with, or on behalf of, the DTC. The DTC is a limited-purpose trust company that was created to hold securities
of its participants (DTC Participants) and to facilitate the clearance and settlement of transactions among them through
electronic book-entry changes in their accounts, thereby eliminating the need for physical movement of securities
certificates. DTC Participants include securities brokers and dealers, banks, trust companies, clearing corporations, and
certain other organizations. The DTC is a subsidiary of the Depository Trust and Clearing Corporation (DTCC), which is
owned by certain participants of the DTCC’s subsidiaries, including the DTC. Access to the DTC system is also
available to others such as banks, brokers, dealers, and trust companies that clear through or maintain a custodial
relationship with a DTC Participant, either directly or indirectly (Indirect Participants).

Beneficial ownership of ETF Shares is limited to DTC Participants, Indirect Participants, and persons holding interests
through DTC Participants and Indirect Participants. Ownership of beneficial interests in ETF Shares (owners of such
beneficial interests are referred to herein as Beneficial Owners) is shown on, and the transfer of ownership is effected
only through, records maintained by the DTC (with respect to DTC Participants) and on the records of DTC Participants

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(with respect to Indirect Participants and Beneficial Owners that are not DTC Participants). Beneficial Owners will
receive from, or through, the DTC Participant a written confirmation relating to their purchase of ETF Shares. The laws
of some jurisdictions may require that certain purchasers of securities take physical delivery of such securities. Such
laws may impair the ability of certain investors to acquire beneficial interests in ETF Shares.

Each ETF Fund recognizes the DTC or its nominee as the record owner of all ETF Shares for all purposes. Beneficial
Owners of ETF Shares are not entitled to have ETF Shares registered in their names and will not receive or be entitled
to physical delivery of share certificates. Each Beneficial Owner must rely on the procedures of the DTC and any DTC
Participant and/or Indirect Participant through which such Beneficial Owner holds its interests to exercise any rights of a
holder of ETF Shares.

Conveyance of all notices, statements, and other communications to Beneficial Owners is effected as follows. The DTC
will make available to each ETF Fund, upon request and for a fee, a listing of the ETF Shares of the Fund held by each
DTC Participant. The ETF Fund shall obtain from each DTC Participant the number of Beneficial Owners holding ETF
Shares, directly or indirectly, through the DTC Participant. The ETF Fund shall provide each DTC Participant with copies
of such notice, statement, or other communication, in form, in number, and at such place as the DTC Participant may
reasonably request, in order that these communications may be transmitted by the DTC Participant, directly or indirectly,
to the Beneficial Owners. In addition, the ETF Fund shall pay to each DTC Participant a fair and reasonable amount as
reimbursement for the expenses attendant to such transmittal, subject to applicable statutory and regulatory
requirements.

Share distributions shall be made to the DTC or its nominee as the registered holder of all ETF Shares. The DTC or its
nominee, upon receipt of any such distributions, shall immediately credit the DTC Participants’ accounts with payments
in amounts proportionate to their respective beneficial interests in ETF Shares of the appropriate ETF Fund as shown
on the records of the DTC or its nominee. Payments by DTC Participants to Indirect Participants and Beneficial Owners
of ETF Shares held through such DTC Participants will be governed by standing instructions and customary practices,
as is now the case with securities held for the accounts of customers in bearer form or registered in a “street name,” and
will be the responsibility of such DTC Participants.

The ETF Funds have no responsibility or liability for any aspects of the records relating to or notices to Beneficial
Owners; for payments made on account of beneficial ownership interests in such ETF Shares; for maintenance,
supervision, or review of any records relating to such beneficial ownership interests; or for any other aspect of the
relationship between the DTC and DTC Participants or the relationship between such DTC Participants and the Indirect
Participants and Beneficial Owners owning through such DTC Participants.

The DTC may determine to discontinue providing its service with respect to ETF Shares at any time by giving
reasonable notice to the ETF Funds and discharging its responsibilities with respect thereto under applicable law. Under
such circumstances, the ETF Funds shall take action either to find a replacement for the DTC to perform its functions at
a comparable cost or, if such replacement is unavailable, to issue and deliver printed certificates representing ownership
of ETF Shares, unless the ETF Funds make other arrangements with respect thereto satisfactory to the exchange.

Purchase and Issuance of ETF Shares in Creation Units

Except for conversions to ETF Shares from conventional shares, the ETF Funds issue and sell ETF Shares only in
Creation Units on a continuous basis through the Distributor, without a sales load, at their NAV next determined after
receipt of an order in proper form on any business day. The ETF Funds do not issue fractional Creation Units. (Please
see “Conversions and Exchanges” for the issuance of ETF Shares resulting from a conversion.)

A business day is any day on which the NYSE is open for business. As of the date of this Statement of Additional
Information, the NYSE observes the following U.S. holidays: New Year’s Day; Martin Luther King, Jr., Day; Presidents’
Day (Washington’s Birthday); Good Friday; Memorial Day; Juneteenth National Independence Day; Independence Day;
Labor Day; Thanksgiving Day; and Christmas Day.

Fund Deposit. The consideration for purchase of a Creation Unit from an ETF Fund generally consists of cash and/or
an in-kind deposit of a designated portfolio of securities (Deposit Securities) and an additional amount of cash (Cash
Component) consisting of a purchase balancing amount and a transaction fee (both described in the following
paragraphs). Together, the Deposit Securities and the Cash Component constitute the fund deposit.

The purchase balancing amount is an amount equal to the difference between the NAV of a Creation Unit and the
market value of the Deposit Securities (Deposit Amount). It ensures that the NAV of a fund deposit (not including the
transaction fee) is identical to the NAV of the Creation Unit it is used to purchase. If the purchase balancing amount is a

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positive number (i.e., the NAV per Creation Unit exceeds the market value of the Deposit Securities), then that amount
will be paid by the purchaser to an ETF Fund in cash. If the purchase balancing amount is a negative number (i.e., the
NAV per Creation Unit is less than the market value of the Deposit Securities), then that amount will be paid by an ETF
Fund to the purchaser in cash (except as offset by the transaction fee).

Vanguard, through the National Securities Clearing Corporation (NSCC), makes available after the close of each
business day a list of the names and the number of shares of each Deposit Security and/or cash to be included in the
next business day’s fund deposit for each ETF Fund (subject to possible amendment or correction). Each ETF Fund
reserves the right to accept a nonconforming fund deposit.

The identity and number of shares of the Deposit Securities and/or cash required for a fund deposit may change from
one day to another to reflect rebalancing adjustments and corporate actions or to respond to adjustments to the
weighting or composition of the component securities of the relevant target index.

In addition, each ETF Fund reserves the right to permit or require the substitution of an amount of cash—referred to as
“cash in lieu”—to be added to the Cash Component to replace any Deposit Security. This might occur, for example, if a
Deposit Security is not available in sufficient quantity for delivery, is not eligible for transfer through the applicable
clearance and settlement system, or is not eligible for trading by an Authorized Participant or the investor for which an
Authorized Participant is acting. Trading costs incurred by the ETF Fund in connection with the purchase of Deposit
Securities with cash-in-lieu amounts will be an expense of the ETF Fund. However, Vanguard may adjust the
transaction fee to protect existing shareholders from this expense.

All questions as to the number of shares of each security in the Deposit Securities and the validity, form, eligibility, and
acceptance for deposit of any securities to be delivered shall be determined by the appropriate ETF Fund, and the ETF
Fund’s determination shall be final and binding.

Procedures for Purchasing Creation Units. An Authorized Participant may place an order to purchase Creation Units
from a stock ETF Fund either (1) through the Continuous Net Settlement (CNS) clearing processes of the NSCC as
such processes have been enhanced to effect purchases of Creation Units, such processes being referred to herein as
the Clearing Process, or (2) outside the Clearing Process. To purchase through the Clearing Process, an Authorized
Participant must be a member of the NSCC that is eligible to use the CNS system. Purchases of Creation Units cleared
through the Clearing Process will be subject to a lower transaction fee than those cleared outside the Clearing Process.

For all ETF Funds, to initiate a purchase order for a Creation Unit (either through the Clearing Process or outside the
Clearing Process for stock ETF Funds), an Authorized Participant must submit an order in proper form to the Distributor
and such order must be received by the Distributor prior to the closing time of regular trading on the NYSE (Closing
Time) (ordinarily 4 p.m., Eastern time) to receive that day’s NAV. The date on which an order to purchase (or redeem)
Creation Units is placed is referred to as the transmittal date. Authorized Participants must transmit orders using a
transmission method acceptable to the Distributor pursuant to procedures set forth in the Participant Agreement.

Purchase orders effected outside the Clearing Process are likely to require transmittal by the Authorized Participant
earlier on the transmittal date than orders effected using the Clearing Process. Those persons placing orders outside
the Clearing Process should ascertain the deadlines applicable to the DTC and the Federal Reserve Bank wire system
by contacting the operations department of the broker or depository institution effectuating such transfer of Deposit
Securities and Cash Component.

Neither the Trust, the ETF Funds, the Distributor, nor any affiliated party will be liable to an investor who is unable to
submit a purchase order by Closing Time, even if the problem is the responsibility of one of those parties (e.g., the
Distributor’s phone or email systems were not operating properly).

If you are not an Authorized Participant, you must place your purchase order in an acceptable form with an Authorized
Participant. The Authorized Participant may request that you make certain representations or enter into agreements with
respect to the order (e.g., to provide for payments of cash when required).

Placement of Purchase Orders Using the Clearing Process. For purchase orders placed through the Clearing
Process, the Participant Agreement authorizes the Distributor to transmit through the transfer agent or index receipt
agent to the NSCC, on behalf of an Authorized Participant, such trade instructions as are necessary to effect the
Authorized Participant‘s purchase order. Pursuant to such trade instructions to the NSCC, the Authorized Participant
agrees to deliver the requisite Deposit Securities and the Cash Component to the appropriate ETF Fund, together with
such additional information as may be required by the Distributor.

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An order to purchase Creation Units through the Clearing Process is deemed received on the transmittal date if (1) such
order is received by the ETF Fund’s designated agent before Closing Time on such transmittal date and (2) all other
procedures set forth in the Participant Agreement are properly followed. Such order will be effected based on the NAV
of the ETF Fund next determined on that day. An order to purchase Creation Units through the Clearing Process made
in proper form but received after Closing Time on the transmittal date will be deemed received on the next business day
immediately following the transmittal date and will be effected at the NAV next determined on that day. The Deposit
Securities and the Cash Component will be transferred by the second NSCC business day following the date on which
the purchase request is deemed received.

Placement of Purchase Orders Outside the Clearing Process. An Authorized Participant that wishes to place an
order to purchase Creation Units outside the Clearing Process must state that it is not using the Clearing Process and
that the purchase instead will be effected through a transfer of securities and cash directly through the DTC. An order to
purchase Creation Units outside the Clearing Process is deemed received by the ETF Fund’s designated agent on the
transmittal date if (1) such order is received by the Distributor before Closing Time on such transmittal date and (2) all
other procedures set forth in the Participant Agreement are properly followed.

If a fund deposit is incomplete on the first business day after the trade date (the trade date, known as “T,” is the date on
which the trade actually takes place; one business day after the trade date is known as “T+1”) because of the failed
delivery of one or more of the Deposit Securities, an ETF Fund shall be entitled to cancel the purchase order.
Alternatively, the ETF Fund may issue Creation Units in reliance on the Authorized Participant’s undertaking to deliver
the missing Deposit Securities at a later date. Such undertaking shall be secured by the delivery and maintenance of
cash collateral in an amount determined by the ETF Fund in accordance with the terms of the Participant Agreement.

Rejection of Purchase Orders. Each ETF Fund reserves the absolute right to reject a purchase order. By way of
example, and not limitation, an ETF Fund will reject a purchase order if:
■ The order is not in proper form.
■ The Deposit Securities delivered are not the same (in name or amount) as the published basket.
■ Acceptance of the Deposit Securities would have certain adverse tax consequences to the ETF Fund.
■ Acceptance of the fund deposit would, in the opinion of counsel, be unlawful.
■ Acceptance of the fund deposit would otherwise, at the discretion of the ETF Fund or Vanguard, have an adverse
effect on the Fund or any of its shareholders.
■ Circumstances outside the control of the ETF Fund, the Trust, the transfer agent, the custodian, the Distributor, and
Vanguard make it for all practical purposes impossible to process the order. Examples include, but are not limited to,
natural disasters, public service disruptions, or utility problems such as fires, floods, extreme weather conditions, and
power outages resulting in telephone, telecopy, and computer failures; market conditions or activities causing trading
halts; systems failures involving computer or other information systems affecting the aforementioned parties as well
as the DTC, the NSCC, the Federal Reserve, or any other participant in the purchase process; and similar
extraordinary events.

If a purchase order is rejected, the Distributor shall notify the Authorized Participant that submitted the order. The ETF
Funds, the Trust, the transfer agent, the custodian, the Distributor, and Vanguard are under no duty, however, to give
notification of any defects or irregularities in the delivery of a fund deposit, nor shall any of them incur any liability for the
failure to give any such notification.

Transaction Fee on Purchases of Creation Units. Each ETF Fund may impose a transaction fee (payable to the
Fund) to compensate the ETF Fund for costs associated with the issuance of Creation Units. The amount of the fee,
which may be changed by each ETF Fund from time to time at its sole discretion, is made available daily to Authorized
Participants, market makers, and other interested parties through Vanguard’s proprietary portal system. An additional
charge may be imposed for purchases of Creation Units effected outside the Clearing Process. When an ETF Fund
permits (or requires) a purchaser to substitute cash in lieu of depositing one or more Deposit Securities, the purchaser
may be assessed an additional variable charge on the cash-in-lieu portion of the investment. The amount of this charge
will be disclosed to investors before they place their orders. The amount will be determined by the ETF Fund at its sole
discretion. The maximum transaction fee, including any variable charges, on purchases of Creation Units, including any
additional charges as described, shall be 2% of the value of the Creation Units.

Each ETF Fund reserves the right to not impose a transaction fee or to vary the amount of the transaction fee imposed,
up to the maximum amount listed above. To the extent a creation transaction fee is not charged or does not cover the
costs associated with the issuance of the Creation Units, certain costs may be borne by the ETF Fund.

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Redemption of ETF Shares in Creation Units
To be eligible to place a redemption order, you must be an Authorized Participant. Investors that are not Authorized
Participants must make appropriate arrangements with an Authorized Participant in order to redeem a Creation Unit.

ETF Shares may be redeemed only in Creation Units. Investors should expect to incur brokerage and other transaction
costs in connection with assembling a sufficient number of ETF Shares to constitute a redeemable Creation Unit. There
can be no assurance, however, that there will be sufficient liquidity in the public trading market at any time to permit
assembly of a Creation Unit. Redemption requests received on a business day in good order will receive the NAV next
determined after the request is made.

Unless cash redemptions are available or specified for an ETF Fund, an investor tendering a Creation Unit generally will
receive redemption proceeds consisting of (1) a basket of Redemption Securities; plus (2) a redemption balancing
amount in cash equal to the difference between (x) the NAV of the Creation Unit being redeemed, as next determined
after receipt of a request in proper form, and (y) the value of the Redemption Securities; less (3) a transaction fee. If the
Redemption Securities have a value greater than the NAV of a Creation Unit, the redeeming investor will pay the
redemption balancing amount in cash to the ETF Fund, rather than receive such amount from the Fund.

Vanguard, through the NSCC, makes available after the close of each business day a list of the names and the number
of shares of each Redemption Security to be included in the next business day’s redemption basket for each ETF Fund
(subject to possible amendment or correction). The basket of Redemption Securities provided to an investor redeeming
a Creation Unit may not be identical to the basket of Deposit Securities required of an investor purchasing a Creation
Unit. If an ETF Fund and a redeeming investor mutually agree, the Fund may provide the investor with a basket of
Redemption Securities that differs from the composition of the redemption basket published through the NSCC.

Each ETF Fund reserves the right to deliver cash in lieu of any Redemption Security for the same reason it might accept
cash in lieu of a Deposit Security, as previously discussed, or if the ETF Fund could not lawfully deliver the security or
could not do so without first registering such security under federal or state law.

Neither the Trust, the ETF Funds, the Distributor, nor any affiliated party will be liable to an investor who is unable to
submit a redemption order by Closing Time, even if the problem is the responsibility of one of those parties (e.g., the
Distributor’s phone or email systems were not operating properly).

Transaction Fee on Redemptions of Creation Units. Each ETF Fund may impose a transaction fee (payable to the
Fund) to compensate the ETF Fund for costs associated with the redemption of Creation Units. The amount of the fee,
which may be changed by each ETF Fund from time to time at its sole discretion, is made available daily to Authorized
Participants, market makers, and other interested parties through Vanguard’s proprietary portal system. An additional
charge may be imposed for redemptions of Creation Units effected outside the Clearing Process. When an ETF Fund
permits (or requires) a redeeming investor to receive cash in lieu of one or more Redemption Securities, the ETF Fund
may assess an additional variable charge on the cash portion of the redemption. The amount will vary as determined by
the ETF Fund at its sole discretion and is made available daily to Authorized Participants, market makers, and other
interested parties through Vanguard’s proprietary portal system. The maximum transaction fee, including any variable
charges, on redemptions of Creation Units shall be 2% of the value of the Creation Units.

Each ETF Fund reserves the right to not impose a transaction fee or to vary the amount of the transaction fee imposed,
up to the maximum amount listed above. To the extent a redemption transaction fee is not charged or does not cover the
costs associated with the redemption of the Creation Units, certain costs may be borne by an ETF Fund.

Placement of Redemption Orders Using the Clearing Process. An Authorized Participant may place an order to
redeem Creation Units of a stock ETF Fund either (1) through the CNS clearing processes of the NSCC as such
processes have been enhanced to effect redemptions of Creation Units, such processes being referred to herein as the
Clearing Process, or (2) outside the Clearing Process. To redeem through the Clearing Process, an Authorized
Participant must be a member of the NSCC that is eligible to use the CNS system. Redemptions of Creation Units
cleared through the Clearing Process will be subject to a lower transaction fee than those cleared outside the Clearing
Process.

An order to redeem Creation Units through the Clearing Process is deemed received on the transmittal date if (1) such
order is received by the ETF Fund’s designated agent before Closing Time on such transmittal date and (2) all other
procedures set forth in the Participant Agreement are properly followed. Such order will be effected based on the NAV
of an ETF Fund next determined on that day. An order to redeem Creation Units through the Clearing Process made in

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proper form but received by an ETF Fund after Closing Time on the transmittal date will be deemed received on the next
business day immediately following the transmittal date and will be effected at the NAV next determined on that day.
The Redemption Securities and the Cash Redemption Amount will be transferred by the second NSCC business day
following the date on which the redemption request is deemed received.

Placement of Redemption Orders Outside the Clearing Process. An Authorized Participant that wishes to place an
order to redeem a Creation Unit outside the Clearing Process must state that it is not using the Clearing Process and
that the redemption instead will be effected through a transfer of ETF Shares directly through the DTC. An order to
redeem a Creation Unit of an ETF Fund outside the Clearing Process is deemed received on the transmittal date if (1)
such order is received by the ETF Fund’s designated agent before Closing Time on such transmittal date and (2) all
other procedures set forth in the Participant Agreement are properly followed.

If a redemption order in proper form is submitted to the transfer agent by an Authorized Participant prior to Closing Time
on the transmittal date, then the value of the Redemption Securities and the Cash Redemption Amount will be
determined by the ETF Fund on such transmittal date.

After the transfer agent has deemed an order for redemption outside the Clearing Process received, the transfer agent
will initiate procedures to transfer the Redemption Securities and the Cash Redemption Amount to the Authorized
Participant on behalf of the redeeming Beneficial Owner by the second business day following the transmittal date on
which such redemption order is deemed received by the transfer agent.

If on settlement date (typically T+1) an Authorized Participant has failed to deliver all of the Vanguard ETF Shares it is
seeking to redeem, the ETF Fund shall be entitled to cancel the redemption order. Alternatively, the ETF Fund may
deliver to the Authorized Participant the full complement of Redemption Securities and cash in reliance on the
Authorized Participant’s undertaking to deliver the missing ETF Shares at a later date. Such undertaking shall be
secured by the Authorized Participant’s delivery and maintenance of cash collateral in accordance with collateral
procedures that are part of the Participant Agreement. In all cases the ETF Fund shall be entitled to charge the
Authorized Participant for any costs (including investment losses, attorney’s fees, and interest) incurred by the ETF
Fund as a result of the late delivery or failure to deliver.

Each ETF Fund reserves the right, at its sole discretion, to require or permit a redeeming investor to receive the
redemption proceeds in cash. In such cases, the investor would receive a cash payment equal to the NAV of its ETF
Shares based on the NAV of those shares next determined after the redemption request is received in proper form
(minus a transaction fee, including a charge for cash redemptions, as previously discussed).

If an Authorized Participant, or a redeeming investor acting through an Authorized Participant, is subject to a legal
restriction with respect to a particular security included in the basket of Redemption Securities, such investor may be
paid an equivalent amount of cash in lieu of the security. In addition, each ETF Fund reserves the right to redeem
Creation Units partially for cash to the extent that the Fund could not lawfully deliver one or more Redemption Securities
or could not do so without first registering such securities under federal or state law.

Suspension of Redemption Rights. The right of redemption may be suspended or the date of payment postponed
with respect to an ETF Fund (1) for any period during which the NYSE or listing exchange is closed (other than
customary weekend and holiday closings), (2) for any period during which trading on the NYSE or listing exchange is
suspended or restricted, (3) for any period during which an emergency exists as a result of which disposal of the Fund’s
portfolio securities or determination of its NAV is not reasonably practicable, or (4) in such other circumstances as the
SEC permits.

Precautionary Notes
A precautionary note to ETF investors: The DTC or its nominee will be the registered owner of all outstanding ETF
Shares. Your ownership of ETF Shares will be shown on the records of the DTC and the DTC Participant broker through
which you hold the shares. Vanguard will not have any record of your ownership. Your account information will be
maintained by your broker, which will provide you with account statements, confirmations of your purchases and sales
of ETF Shares, and tax information. Your broker also will be responsible for distributing income and capital gains
distributions and for ensuring that you receive shareholder reports and other communications from the fund whose ETF
Shares you own. You will receive other services (e.g., dividend reinvestment and average cost information) only if your
broker offers these services.

You should also be aware that investments in ETF Shares may be subject to certain risks relating to having large
shareholders. To the extent that a large number of the Fund’s ETF Shares are held by a large shareholder (e.g., an

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institutional investor, an investment advisor or an affiliate of an investment advisor, an authorized participant, a lead
market maker, or another entity), a large redemption by such a shareholder could result in an increase in the ETF’s
expense ratio, cause the ETF to incur higher transaction costs, cause the ETF to fail to comply with applicable listing
standards of the listing exchange upon which it is listed, lead to the realization of taxable capital gains, or cause the
remaining shareholders to receive distributions representing a disproportionate share of the ETF’s ordinary income and
long-term capital gains. In addition, transactions by large shareholders may account for a large percentage of the
trading volume on an exchange and may, therefore, have a material upward or downward effect on the market price of
the ETF Shares.

A precautionary note to purchasers of Creation Units: You should be aware of certain legal risks unique to investors
purchasing Creation Units directly from the issuing fund.

Because new ETF Shares may be issued on an ongoing basis, a “distribution” of ETF Shares could be occurring at any
time. Certain activities that you perform as a dealer could, depending on the circumstances, result in your being deemed
a participant in the distribution in a manner that could render you a statutory underwriter and subject you to the
prospectus delivery and liability provisions of the Securities Act of 1933 (the 1933 Act). For example, you could be
deemed a statutory underwriter if you purchase Creation Units from the issuing fund, break them down into the
constituent ETF Shares, and sell those shares directly to customers or if you choose to couple the creation of a supply
of new ETF Shares with an active selling effort involving solicitation of secondary market demand for ETF Shares.
Whether a person is an underwriter depends upon all of the facts and circumstances pertaining to that person’s
activities, and the examples mentioned here should not be considered a complete description of all the activities that
could cause you to be deemed an underwriter.

Dealers who are not “underwriters” but are participating in a distribution (as opposed to engaging in ordinary
secondary-market transactions), and thus dealing with ETF Shares as part of an “unsold allotment” within the meaning
of Section 4(3)(C) of the 1933 Act, will be unable to take advantage of the prospectus delivery exemption provided by
Section 4(3) of the 1933 Act.

A precautionary note to shareholders redeeming Creation Units: An Authorized Participant that is not a “qualified
institutional buyer” as defined in Rule 144A under the 1933 Act will not be able to receive, as part of the redemption
basket, restricted securities eligible for resale under Rule 144A.

A precautionary note to investment companies: Vanguard ETF Shares are issued by registered investment
companies, and therefore the acquisition of such shares by other investment companies and private funds is subject to
the restrictions of Section 12(d)(1) of the 1940 Act. SEC Rule 12d1-4 under the 1940 Act permits investments in
Vanguard ETF Shares beyond the limits of Section 12(d)(1), subject to the conditions of Rule 12d1-4, as described
under the heading “Other Investment Companies.”

FINANCIAL STATEMENTS
Each Fund’s Financial Statements for the fiscal year ended December 31, 2023, appearing in the Funds' 2023 Annual
Reports to Shareholders, and the reports thereon of PricewaterhouseCoopers LLP, an independent registered public
accounting firm, also appearing therein, are incorporated by reference into this Statement of Additional Information. For
a more complete discussion of each Fund’s performance, please see the Funds’ Annual and Semiannual Reports to
Shareholders, which may be obtained without charge.

APPENDIX A

Summary of the Vanguard-Advised Funds Proxy Voting Policy

The funds for which Vanguard acts as investment advisor (Vanguard-advised funds) retain authority to vote proxies
received for the shares of equity securities directly held in each fund. The Board of Trustees (the Board) for the
Vanguard-advised funds has adopted proxy voting procedures and guidelines to govern proxy voting for each portfolio
retaining proxy voting authority.

The Investment Stewardship Oversight Committee (the Committee), comprised primarily of fund officers and subject to
the procedures described below, oversees the Vanguard-advised funds’ proxy voting. The Committee reports directly to
the Board. Vanguard is subject to these procedures and the proxy voting policies to the extent that they call for
Vanguard to administer the voting process and implement the resulting voting decisions, and for these purposes the
voting policies have also been approved by the Board of Directors of Vanguard.

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The voting principles and policies adopted by the Board provide a framework for assessing each proposal and seek to
ensure that each vote is cast in the best interests of each fund. Under the voting policies, each proposal is evaluated on
its merits, based on the particular facts and circumstances presented at the company in question. For more information
on the funds’ proxy voting policies, please visit about.vanguard.com/investment-stewardship.

I. Investment Stewardship Team

The Investment Stewardship Team administers the day-to-day operation of the funds’ proxy voting process, overseen
by the Committee. The Investment Stewardship Team performs the following functions: (1) managing and conducting
due diligence of proxy voting vendors; (2) reconciling share positions; (3) analyzing proxy proposals using factors
described in the voting policies; (4) determining and addressing potential or actual conflicts of interest that may be
presented by a particular proxy; and (5) voting proxies. The Investment Stewardship Team also prepares periodic and
special reports for the Board and proposes amendments to the procedures and voting policies.

II. Investment Stewardship Oversight Committee

The Board, including a majority of the independent trustees, appoints the members of the Committee (which is
comprised primarily of fund officers). The Committee works with the Investment Stewardship Team to provide reports
and other guidance to the Board regarding proxy voting by the funds. The Committee has an obligation to exercise its
decision-making authority in accordance with the Board’s instructions as set forth in the funds’ proxy voting procedures
and voting policies and subject to the fiduciary standards of good faith, fairness, and Vanguard’s Code of Ethical
Conduct. The Committee may advise the Investment Stewardship Team on how to best apply the Board’s instructions
as set forth in the voting policies or refer the matter to the Board, which has ultimate decision-making authority for the
funds. The Board reviews the procedures and voting policies annually and modifies them from time to time upon the
recommendation of the Committee and in consultation with the Investment Stewardship Team.

III. Proxy Voting Pillars

Vanguard’s investment stewardship activities are grounded in four pillars of corporate governance:

1) Board composition and effectiveness: Good governance begins with a company’s board of directors. Our primary
focus is on understanding to what extent the individuals who serve as board members are appropriately independent,
capable, and experienced.

2) Board oversight of strategy and risk: Boards should be meaningfully involved in the formation and oversight of
strategy and have ongoing oversight of material risks to their company. We work to understand how boards of directors
are involved in strategy formation, oversee company strategy, and identify and govern material risks to long-term
shareholder returns.

3) Executive pay (compensation or remuneration): Sound, performance-linked compensation programs drive long-term
investment returns. We look for companies to provide clear disclosure about their compensation practices, the board’s
oversight of those practices, and how said practices are aligned with long-term shareholder returns.

4) Shareholder rights: We believe governance structures should allow shareholders to effectively exercise their
foundational rights. Shareholder rights enable a company’s owners to use their voice and their vote – ideally, consistent
with their economic exposure – to effect and approve changes in corporate governance practices.

IV. Evaluation of Proxies

For ease of reference, the procedures and guidelines often refer to all Vanguard-advised funds. However, the processes
and practices seek to ensure that proxy voting decisions are suitable for individual funds. For most proxy proposals,
particularly those involving routine corporate governance matters, the evaluation could result in the funds having a
common interest in the matter and, accordingly, each fund casting votes in the same manner. In other cases, however,
a fund may vote differently from other funds, depending upon the nature and objective of each fund, if doing so is in the
best interest of the individual fund.

The voting policies do not permit the Board to delegate voting discretion to a third party that does not serve as a
fiduciary for all Vanguard-advised funds. Because many factors bear on each decision, the voting policies incorporate
factors that should be considered in each voting decision. A fund may refrain from voting some or all of its shares or
vote in a particular way if doing so would be in the fund’s and its shareholders’ best interests. These circumstances may

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arise, for example, if the expected cost of voting exceeds the expected benefits of voting, if exercising the vote would
result in the imposition of trading or other restrictions, or if a fund (or all Vanguard funds in the aggregate) were to own
more than the permissible maximum percentage of a company’s stock (as determined by the company’s governing
documents or by applicable law, regulation, or regulatory agreement), or if voting would present a potential conflict of
interest.

In evaluating proxy proposals, the Investment Stewardship Team considers information from many sources, which could
include, but is not limited to, the perspectives of the company management or shareholders presenting a proposal,
independent proxy research services, or proprietary research. Additionally, data and recommendations from proxy
advisors serve as one of many inputs into our research process. The Vanguard-advised funds may utilize automated
voting for matters that are clearly addressed by the funds’ proxy voting procedures and guidelines.

While serving as a framework, the voting policies cannot contemplate all possible proposals with which a fund may be
presented. In the absence of a specific guideline for a particular proposal (e.g., in the case of a transactional issue or
contested proxy), the Investment Stewardship Team, under the supervision of the Committee, will evaluate the matter
and cast the fund’s vote in a manner that is in the fund’s best interest, subject to the individual circumstances of the
fund.

V. Conflicts of Interest

Vanguard takes seriously its commitment to avoid potential conflicts of interest. Vanguard funds invest in thousands of
publicly listed companies worldwide. Those companies may include clients, potential clients, vendors, or competitors.
Some companies may employ Vanguard trustees, former Vanguard executives, or family members of Vanguard
personnel who have direct involvement in Vanguard’s Investment Stewardship program.

Vanguard’s approach to mitigating conflicts of interest begins with the funds’ proxy voting procedures. The procedures
require that voting personnel act as fiduciaries and must conduct their activities at all times in accordance with the
following standards: (i) fund shareholders’ interests come first; (ii) conflicts of interest must be avoided and mitigated to
the extent possible; and (iii) compromising situations must be avoided.

We maintain an important separation between Vanguard’s Investment Stewardship Team and other groups within
Vanguard that are responsible for sales, marketing, client service, and vendor/partner relationships. Proxy voting
personnel are required to disclose potential conflicts of interest and must recuse themselves from all voting decisions
and engagement activities in such instances. In certain circumstances, Vanguard may refrain from voting shares of a
company, or may engage an independent third-party fiduciary to vote proxies.

Each externally managed fund has adopted the proxy voting guidelines of its advisor(s) and votes in accordance with
the external advisors’ guidelines and procedures. Each advisor has its own procedures for managing conflicts of interest
in the best interests of fund shareholders.

VI. Shareholder Proposals

Shareholder proposals are evaluated in the context of the general corporate governance principle that a company’s
board has ultimate responsibility for providing effective ongoing oversight of relevant sector and company-specific risks,
including risks related to environmental and social matters. Each proposal is evaluated on its merits and in the context
of the particular facts and circumstances at the company in question and supported when there is a logically
demonstrable linkage between the specific proposal and long-term shareholder value of the company. Some of the
factors considered when evaluating shareholder proposals include the materiality of the risk addressed by the proposal,
the quality of the current disclosures/business practices, and any progress by the company toward addressing and
disclosing the relevant material risk.

VII. Voting in Markets Outside the United States

Corporate governance standards, disclosure requirements, and voting mechanics vary greatly among the markets
outside the United States (U.S.) in which the funds may invest. Each fund’s votes will be used, where applicable, to
support improvements in governance and disclosure by each fund’s portfolio companies. Matters presented by non-U.S.
portfolio companies will be evaluated in the foregoing context, as well as in accordance with local market standards and
best practices. Votes are cast for each fund in a manner philosophically consistent with the voting policies, taking into
account differing practices by market.

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In many other markets, voting proxies will result in a fund being prohibited from selling the shares for a period of time
due to requirements known as “share-blocking” or reregistration. Generally, the value of voting is unlikely to outweigh
the loss of liquidity imposed by these requirements on the funds. In such instances, the funds will generally abstain from
voting.

The costs of voting (e.g., custodian fees, vote agency fees) in other markets may be substantially higher than for U.S.
holdings. As such, the fund may limit its voting on foreign holdings in instances in which the issues presented are
unlikely to have a material impact on shareholder value.

VIII. Voting Shares of a Company That Has an Ownership Limitation

Certain companies have provisions in their governing documents or other agreements that restrict stock ownership in
excess of a specified limit. Typically, these ownership restrictions are included in the governing documents of real estate
investment trusts but may be included in other companies’ governing documents. A company’s governing documents
normally allow the company to grant a waiver of these ownership limits, which would allow a fund to exceed the stated
ownership limit. Sometimes a company will grant a waiver without restriction. From time to time, a company may grant a
waiver only if a fund (or funds) agrees to not vote the company’s shares in excess of the normal specified limit. In such a
circumstance, a fund may refrain from voting shares if owning the shares beyond the company’s specified limit is in the
best interests of the fund and its shareholders.

In addition, applicable law may require prior regulatory approval to permit ownership of certain regulated issuer’s voting
securities above certain limits or may impose other restrictions on owners of more than a certain percentage of a
regulated issuer’s voting shares. The Board has authorized the funds to vote shares above these limits in the same
proportion as votes cast by the issuer’s entire shareholder base (i.e., mirror vote), or to refrain from voting excess
shares. Further, the Board has adopted policies that will result in certain funds mirror voting a higher proportion of the
shares they own in a regulated issuer in order to permit certain other funds (generally advised by managers not affiliated
with Vanguard) to mirror vote none, or a lower proportion of, their shares in such regulated issuer.

IX. Voting on a Fund’s Holdings of Other Vanguard Funds

Certain Vanguard funds (owner funds) may, from time to time, own shares of other Vanguard funds (underlying funds).
If an underlying fund submits a matter to a vote of its shareholders, votes for and against such matters on behalf of the
owner funds will be cast in the same proportion as the votes of the other shareholders in the underlying fund.

X. Securities Lending

There may be occasions when Vanguard needs to restrict lending of and/or recall securities that are out on loan in order
to vote in a shareholder meeting. Vanguard has processes to monitor securities on loan and to evaluate any
circumstances that may require us to restrict and/or recall the stock. In making this decision, we consider:
■ The subject of the vote and whether, based on our knowledge and experience, we believe the topic is potentially
material to the corporate governance and/or long-term performance of the company;
■ The funds’ individual and/or aggregate equity investment in a company, and whether we estimate that voting funds’
shares would affect the shareholder meeting outcome; and
■ The long-term impact to our fund shareholders, evaluating whether we believe the benefits of voting a company’s
shares would outweigh the benefits of stock lending revenues in a particular instance.

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