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Vanguard Proxy Statement

Sp 500 proxy statement

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0% found this document useful (0 votes)
88 views164 pages

Vanguard Proxy Statement

Sp 500 proxy statement

Uploaded by

FELIPE
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd
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Vanguard Funds’

Proxy Statement
An important message from Independent Chair
Mark Loughridge
Dear fellow shareholder,
On behalf of the Boards of Trustees, I’m pleased to announce that all
U.S.-domiciled Vanguard funds will hold a virtual Joint Special Meeting
of Shareholders on February 26, 2025. All shareholders who own shares
of a Vanguard fund as of the record date of November 26, 2024, have an
opportunity to vote. I urge you to review the proxy materials carefully and
then vote online, by mail or phone, or by attending the virtual
shareholder meeting.
The purpose of the Proxy Statement is to present a proposal to elect
trustees for the Vanguard funds. In selecting trustee candidates, the
Boards’ Nominating Committee considered a range of capabilities
relevant to the funds’ operations that the trustees—in the aggregate—
must bring to bear in overseeing the funds to ensure they are managed in
the best interests of their shareholders. The resulting slate of nominees
encompasses 13 individuals with diverse backgrounds and a broad range
of experiences. Twelve of the 13 nominees would be independent
trustees, and nine of the 12 currently serve as trustees for the funds.
Vanguard Chief Executive Officer Salim Ramji is the only Vanguard
employee who is a nominee on the slate of trustees. The Boards of
Trustees recommend a vote “for” each of the nominees for trustee.
Please read the proxy materials and cast your vote promptly. Your
vote is important. Thank you for taking the time to participate in this
important process.
Sincerely,

Mark Loughridge
Independent Chair of the Boards of Trustees
November 22, 2024

I
Information about Voting
On what am I being asked to vote?
The Boards are asking shareholders to elect trustees for the Vanguard
funds and recommend a vote “For” each of the nominees for trustee.

Who gets to vote?


Any person who owned shares of a U.S.-domiciled Vanguard fund as of
the record date of November 26, 2024, even if that person sold those
shares after the record date, gets to vote.

Why am I being asked to vote?


As a shareholder, it is your right to vote on certain matters concerning
your funds. If many shareholders choose not to vote, the funds might not
receive enough votes to reach quorum and conduct the Joint Special
Meeting of Shareholders on February 26, 2025 (the “Meeting”). If quorum
cannot be reached, the funds will have to adjourn the Meeting and send
additional communications to shareholders to try to get more votes—a
process that would result in additional costs for the funds and thus for
you as a fund shareholder.

How will I receive notice and information about the proxy?


The Vanguard funds have elected to utilize the Securities and Exchange
Commission rules that allow the funds to furnish proxy materials to
their shareholders by providing notice of and access to these documents
online instead of mailing printed copies (commonly referred to as “notice
and access”).
Please note that one copy of this Proxy Statement or Notice Regarding
the Availability of Proxy Materials may be delivered to two or more
shareholders of a fund who share an address, unless the fund has
received instructions to the contrary. To request a separate copy of this
Proxy Statement or Notice Regarding the Availability of Proxy Materials,
or for instructions on how to request a separate copy of such documents
or how to request a single copy if multiple copies of such documents are
received, shareholders should contact the appropriate fund at the
address and phone number provided in this Proxy Statement.

II
You will receive proxy information in one of the following ways based on
your document delivery preferences:
• If you have previously elected to receive fund materials by email,
a link to view this Proxy Statement and the accompanying proxy
materials is expected to be sent to the email address on file on or
about December 3, 2024.
• If you have previously elected to receive fund materials by mail, a
Notice Regarding the Availability of Proxy Materials (the “Notice”) is
expected to be mailed to the address on file on or about November 27,
2024. The Notice will include instructions on how to request this Proxy
Statement and accompanying proxy materials.
• For certain shareholders holding their shares through intermediaries
that are set to receive paper proxy materials by mail, this Proxy
Statement and related proxy materials are expected to be mailed to
the address on file on or about November 27, 2024.

How do I vote?
You can vote your shares using one of the following methods:
• Online, by visiting the website provided on your proxy card, voting
instruction card, voting instruction form, or Notice.
• By phone, by calling the toll-free phone number on your proxy card,
voting instruction card, voting instruction form, or on the website
provided on the Notice.
• By mail, if you have requested a full set of paper proxy materials, by
signing and dating the enclosed proxy card, voting instruction card, or
voting instruction form.
• By attending the virtual Meeting, which is to be held on Wednesday,
February 26, 2025, at 8:00 a.m., Eastern Time.
You are urged to vote as soon as possible to ensure that the funds
receive enough votes to reach quorum, which is required to hold
the Meeting.
You are encouraged to vote online or by phone using the voting control
number that appears on your proxy card, voting instruction card, or
voting instruction form. Votes may also be submitted during the Meeting.
In most instances, shareholders may vote up until voting closes at the
Meeting. If your shares are held through a brokerage account, bank, or
other holder of record (each, an “intermediary”), your intermediary may
request that voting instructions are received in advance of the Meeting

III
and provide additional information related to voting. All shares
represented by valid proxies received on a timely basis prior to the tallying
of the votes at the Meeting, regardless of the way they were provided,
will be voted. Please contact your intermediary for additional information
related to voting.

How do I sign the proxy card, voting instruction card, or voting


instruction form if I am voting by mail?
If you have requested a full set of paper proxy materials to vote by mail,
you must sign your name exactly as it appears on the enclosed proxy
card, voting instruction card, or voting instruction form. Unless your
account preferences provide alternative instructions, either owner of a
joint account may sign the card or form, but the signature must match
the name exactly as it appears on the card or form.

Who is Computershare Fund Services?


Computershare Fund Services (“Computershare”) is a third-party proxy
vendor that has been hired to solicit shareholders and collect and
tabulate proxy votes.

How do I access and participate in the virtual Meeting?


The Meeting will be held in a virtual format only. You will not be able to
attend the Meeting in person. You are invited to attend the Meeting by
visiting https://meetnow.global/MW4PNCM. You will be required to enter
the voting control number found on the proxy card, voting instruction
card, voting instruction form, or the Notice you received. If you have lost
or misplaced your voting control number, please email Computershare at
shareholdermeetings@computershare.com (include your full name, street
address, city, state, and zip code) to verify your identity and obtain your
voting control number.
The Meeting will begin promptly at 8:00 a.m., Eastern Time, on
Wednesday, February 26, 2025. You are asked to access the Meeting
prior to the start time to leave ample time for check-in.
If your shares are held through an intermediary, such as a brokerage
account, bank, or other holder of record, you will need to request a legal
proxy from the intermediary (“Legal Proxy”) to receive access to the
Meeting, which serves as proof of your proxy power and reflects your
holdings. You must submit the Legal Proxy along with your name and
email address to Computershare. Requests for registration must be
labeled as “Legal Proxy” and be received no later than February 21, 2025,
5:00 p.m., Eastern Time. You will receive a confirmation of your

IV
registration by email that includes the voting control number necessary
to access and vote at the Meeting. Requests for registration should be
directed to Computershare at shareholdermeetings@computershare.com.
During the Meeting, shareholders will have an opportunity to submit
questions and comments via a moderated chat function. The chat will not
be visible to other attendees and will be monitored for questions and
comments that relate directly to the proposal included in this Proxy
Statement. The submission of questions and comments does not
guarantee that any of them will be addressed during the Meeting. For
questions related to participation at the virtual Meeting, please call
Computershare toll-free at 866-643-5201. For technical support,
please call Computershare technical support toll-free at 888-724-2416.

V
The Vanguard Funds1
Important Notice Regarding the Availability of Proxy Materials for the
Special Meeting of Shareholders To Be Held on February 26, 2025
The Vanguard funds will host a virtual Joint Special Meeting of
Shareholders on Wednesday, February 26, 2025, at 8:00 a.m., Eastern
Time (the “Meeting”). The Meeting will be accessible solely by means of
remote audio communication. Shareholders will not be able to attend the
Meeting in person. The purpose of the Meeting is to consider and act
upon the following proposal and to transact such other business as may
properly come before the Meeting, or any adjournments thereof.
Proposal: Elect trustees for each fund.
The Board of Trustees that oversees each fund has fixed the close of
business on November 26, 2024, as the record date for the determination
of those shareholders entitled to receive notice of, and to vote at, the
Meeting or any adjournment or postponement of the Meeting. While the
proposal relates to all Vanguard funds, shareholders may only cast votes
by proxy or at the Meeting for shares of the funds that they own as of
the record date.
By Order of the Boards of Trustees,

Tonya T. Robinson
Secretary
November 22, 2024

YOUR VOTE IS IMPORTANT


You can vote easily and quickly online, by phone, or, if you have
requested paper proxy materials, by mail. Just follow the
instructions that appear in your proxy materials.

1 Please see Part V of this Proxy Statement for an alphabetical list of all Vanguard funds.

VI
The Vanguard Funds
Joint Special Meeting of Shareholders on February 26, 2025
Proxy Statement
Introduction
This combined Proxy Statement is being provided to you on behalf of the
Board of Trustees of each Vanguard fund (each, a “Board,” collectively,
the “Boards”). This Proxy Statement is divided into six main parts:

Part I An Overview of the Proposal begins on page 1.


Part II Details on the Proposal begins on page 2.
Part III Information on the Funds’ Independent Accountants begins on
page 15.
Part IV More on Proxy Voting and the Shareholder Meeting begins on
page 18.
Part V Investment Advisors and Funds Information begins on page 23.
Part VI Exhibits begins on page 139.

Please read this Proxy Statement before voting on the proposal. If you
have questions about this Proxy Statement, or if you would like additional
information, please call Computershare toll-free at 866-643-5201.
Shareholders will receive either an email with a link to access the proxy
materials, which is expected to be sent on or about December 3, 2024, or
a mailing containing a Notice Regarding the Availability of Proxy
Materials (the “Notice”), which is expected to be mailed on or about
November 27, 2024.
Shareholders who receive an email link can use it to view the proxy
materials online, vote their shares, request paper proxy materials at
no charge, and/or set delivery preferences for future meetings.
Shareholders who receive the Notice can view the proxy materials
online at https://www.proxy-direct.com/vanguard/materials to vote
their shares and/or set delivery preferences for future meetings, or may
use the instructions on the Notice to request paper proxy materials at
no charge.
Any request for paper proxy materials will be mailed via first class mail
or by other reasonably prompt means to the address on file at no cost
within three business days of receipt of the request. For certain
shareholders holding their shares through intermediaries that are set to
receive proxy materials by mail, this Proxy Statement and related proxy
materials are expected to be mailed on or about November 27, 2024.

VII
Annual and Semiannual Reports. Each fund’s most recent annual and
semiannual reports to shareholders are available at no cost. You may read,
print, or request mail delivery of a copy through the fund’s website at
https://vgi.vg/fund-literature. You may also request a report, which will be
furnished free of charge, by phone by calling toll-free at 800-662-7447 or in
writing by sending a request to P.O. Box 2600, Valley Forge, PA 19482-
2600. Participants in an employer-sponsored 401(k) or other retirement
plan administered by The Vanguard Group, Inc. (“Vanguard”), may request
a report by phone by calling toll-free at 800-523-1188.

ATTENTION: Vanguard Variable Insurance Funds Shareholders


You have the right to instruct your annuity provider how to vote the
Vanguard Variable Insurance Funds shares held through your
variable insurance contract or policy. You can issue voting
instructions for these shares online or by phone, or by mail if you
request paper proxy materials, by following the instructions that
appear in your proxy materials. Note that your annuity provider will
“shadow vote” any fund shares for which contract owners fail to
provide voting instructions, which means that the uninstructed
shares will be voted in proportionately the same manner—“For,”
“Against,” or “Abstain”—as the instructed shares. As a result, those
contract owners who provide voting instructions may control the
outcome of a vote even though their actual interest in a fund alone
would not be sufficient to approve the applicable proposal.
Contract owners should contact their annuity provider for
information about any applicable deadline for providing voting
instructions to such annuity provider.

VIII
PART I
An Overview of the Proposal
Shareholders of the Vanguard funds are being asked to vote on the
proposal set forth below. Only shareholders of record on November 26,
2024, are entitled to vote on the proposal.

VANGUARD PROPOSAL
Elect trustees for each fund.
Applies to all Vanguard funds.

1
PART II
Details on the Proposal

Proposal
Elect trustees for each fund.
This proposal applies to all Vanguard funds.

The Boards are asking shareholders of each Vanguard fund to elect the
proposed nominees listed below to the Boards.
Who are the nominees to the Boards?
The 13 individuals listed below have been approved by the Boards for
election as trustees of the Vanguard funds by the funds’ shareholders.
Effective upon their election, the trustees would serve together as the
Boards for all Vanguard funds. Ms. Bunch, Mr. Loughridge, Mr. Malpass,
Mr. Pastor, Mr. Perold, Ms. Raskin, Mr. Reid, Dr. Thomas, and Mr. Volanakis
currently serve as trustees for all Vanguard funds and are included in this
slate of nominees. Mr. Loughridge, Mr. Malpass, Mr. Perold, Ms. Raskin,
and Mr. Volanakis were previously elected by the shareholders of the
Vanguard funds in 2017. Ms. Bunch, Mr. Pastor, Mr. Reid, and Dr. Thomas
were previously appointed to the Boards following recommendations by
the Nominating Committees of the Boards, but not elected by shareholders.
Mr. Murphy, Ms. Patterson, Mr. Ramji, and Ms. Venneman have not
previously served as trustees of the Vanguard funds and are included in
this slate of nominees for trustee for the Vanguard funds. Mr. Murphy,
Ms. Patterson, and Ms. Venneman were initially identified during a search
process for potential nominees by the Nominating Committees with the
assistance of a third-party search firm and were recommended for
consideration as nominees by the Nominating Committees. Mr. Ramji
was also recommended for consideration as a nominee by the Nominating
Committees and such recommendation was approved by the Boards.
Each nominee was approved by the Boards for election by shareholders.
All nominees have consented to being named in this Proxy Statement and
have agreed to serve if elected. Each nominee, except for Ms. Patterson
and Ms. Venneman, currently serves as a director of Vanguard.
Ms. Patterson and Ms. Venneman have been appointed as directors
of Vanguard effective as of February 26, 2025. The mailing address of
the Vanguard funds’ trustees and officers is The Vanguard Group, Inc.,
P.O. Box 876, Valley Forge, PA 19482.

2
Nominees2

INTERESTED TRUSTEE
Salim Ramji3
Born 1970
Mr. Ramji is chief executive officer of Vanguard, a member of the
Vanguard Board of Directors, and chief executive officer and president
of the funds. Mr. Ramji brings more than 25 years of financial services
experience and leadership in the world of index investing to the Vanguard
funds’ Boards. Prior to joining Vanguard in July 2024, he served in a
variety of leadership roles over the past 25 years spanning investments,
capital markets, and wealth management. Most recently, he was the
global head of iShares and index investments at BlackRock and a member
of the global executive committee. Previously, he was a senior partner at
McKinsey & Company, where he led the asset and wealth management
practice areas. Mr. Ramji started his career as a lawyer with Clifford
Chance in London and Hong Kong. He is a trustee of Graham Windham,
a New York-based child-welfare organization, and serves on the
international leadership council for the University of Toronto. The
Vanguard funds’ Boards will benefit from his strong alignment to
Vanguard’s mission, global perspective, and deep expertise in
investments, capital markets, and wealth management.

INDEPENDENT TRUSTEES
Tara Bunch
Born 1962
Ms. Bunch brings many years of executive leadership focused on client
experience, including experience leading technological change and
overseeing complex global digital platforms, to the Vanguard funds’
Boards. She is head of global operations at Airbnb, Inc., where she
oversees community support, trust and safety, and payments for hosts
and guests in 220 countries and regions, and a member of the boards of
the University of California’s Berkeley School of Engineering and Santa
Clara University’s School of Business. She is the former vice president of
AppleCare at Apple Inc. (2012–20). Ms. Bunch joined the Vanguard funds’

2 If elected by the funds’ shareholders, the trustees will assume their positions immediately
after the Meeting.
3 If elected by the funds’ shareholders, Mr. Ramji will be considered an “interested person,”
as defined in the Investment Company Act of 1940, because he is the chief executive
officer of Vanguard and the chief executive officer and president of the funds.

3
Boards in 2021 and serves on the Vanguard Board of Directors. The
Vanguard funds’ Boards will continue to benefit from her extensive
experience and expertise in technology and global operations.

Mark Loughridge
Born 1953
Mr. Loughridge brings decades of global senior executive leadership
experience in areas such as finance, technology, and risk management to
the Vanguard funds’ Boards. He is the former senior vice president and
chief financial officer (retired 2013) of IBM (information technology
services). He also served as a fiduciary member of IBM’s Retirement Plan
Committee (2004–13). Other previous positions held by Mr. Loughridge
at IBM include senior vice president and general manager of Global
Financing (2002–04) and vice president and controller (1998–2002).
Mr. Loughridge joined the Vanguard funds’ Boards in 2012 and he serves
as the independent chair of the Vanguard Board of Directors. His
extensive experience and many years of service to the Vanguard funds
resulted in his appointment as independent chair of the Vanguard funds’
Boards by his fellow trustees. The Vanguard funds’ Boards will continue
to benefit from his expertise in executive leadership, finance, and
risk management.

Scott C. Malpass
Born 1962
Mr. Malpass brings significant expertise in investment and asset
management to the Vanguard funds’ Boards. He is the co-founder
and a managing partner at Grafton Street Partners (investment advisory
firm). He serves as chair of the board of Catholic Investment Services,
Inc. (investment advisor), a member of the board of superintendence of
the Institute for the Works of Religion in Vatican City, and director of
Paxos Trust Company (finance). He was also chief investment officer
(1989–2020) and vice president (1996–2020) of the University of Notre
Dame. Mr. Malpass joined the Vanguard funds’ Boards in 2012 and serves
on the Vanguard Board of Directors. The Vanguard funds’ Boards will
continue to benefit from his more than three decades of experience
leading a large university endowment and extensive knowledge of
Vanguard funds.

4
John Murphy
Born 1962
Mr. Murphy brings decades of experience in business, financial, and
operational leadership to the Vanguard funds’ Boards, including oversight
of global finance and business operations outside of the United States.
He is president and chief financial officer of The Coca-Cola Company.
Since joining the company in 1988, Mr. Murphy has held a variety of
management, finance, and strategic planning roles across the globe.
He is also a member of the boards of Mexico-based Coca-Cola FEMSA,
The Coca-Cola Foundation, and Engage, a collaborative innovation and
corporate venture platform that supports startups, as well as a member
of the board of trustees of the Woodruff Arts Center. Mr. Murphy joined
the Vanguard Board of Directors in 2024. The Vanguard funds’ Boards
will benefit from his deep finance and accounting expertise and
experience with board-level financial reporting.

Lubos Pastor
Born 1974
Mr. Pastor is a leading scholar who brings deep expertise in financial
markets, investment management, and indexing to the Vanguard funds’
Boards. He is the Charles P. McQuaid Distinguished Service Professor of
Finance at the University of Chicago Booth School of Business. He also
serves as vice president of the European Finance Association, a research
associate at the National Bureau of Economic Research, and a research
fellow at the Centre for Economic Policy and Research. He is a member
of the board of the Fama-Miller Center for Research in Finance and a
member of the Center for Research in Security Prices (CRSP) Index
Advisory Council and Advisory Board. He also serves as managing
director of Andersen (professional services) and a member of the
Advisory Board of the Andersen Institute for Finance and Economics.
Mr. Pastor joined the Vanguard funds’ Boards in 2024 and serves on the
Vanguard Board of Directors. The Vanguard funds’ Boards will continue
to benefit from his unique, multi-disciplinary perspective and expertise in
financial markets and investment management.

Rebecca Patterson
Born 1968
Ms. Patterson is a globally recognized investor and macroeconomic
researcher who brings more than 25 years of experience studying how
politics and policy intersect with economic trends to drive financial
markets to the Vanguard funds’ Boards. Most recently, she served as
chief investment strategist at Bridgewater Associates LP, where she
helped shape the firm’s agenda for researching and building systematic
strategies across various geographies and asset classes. Previously,

5
Ms. Patterson served as chief investment officer at Bessemer Trust.
She is a member of the Council on Foreign Relations and the Economic
Club of New York, has served on the New York Federal Reserve’s Investor
Advisory and Foreign Exchange committees, and chairs the Council
for Economic Education, which focuses on K–12 financial literacy. The
Vanguard funds’ Boards will benefit from her expertise in investment
strategy, particularly in managing large global portfolios, and her
knowledge regarding the interrelatedness of politics, public policy,
and economics.

André F. Perold
Born 1952
Mr. Perold brings substantial investment experience to the Vanguard
funds’ Boards from both academia and the private sector. He is the chief
investment officer and a partner of HighVista Strategies LLC (private
investment firm). He is also an emeritus George Gund Professor of
Finance and Banking at Harvard Business School. In addition, he serves
as a member of the board of RIT Capital Partners (investment firm).
Mr. Perold joined the Vanguard funds’ Boards in 2004 and serves on the
Vanguard Board of Directors. The Vanguard funds’ Boards will continue
to benefit from his considerable financial expertise, knowledge of the
Vanguard funds, and extensive service on the Vanguard funds’ Boards.

Sarah Bloom Raskin


Born 1961
Ms. Raskin brings extensive experience in government, at both the
federal and state levels, and academia to the Vanguard funds’ Boards.
She has served as deputy secretary of the U.S. Department of the
Treasury (2014–17), governor of the Federal Reserve Board (2010–14),
and commissioner of financial regulation for the State of Maryland
(2007–10). She is currently the Colin W. Brown Distinguished Professor of
the Practice at Duke Law School and a senior fellow at the Duke Center
on Risk. She was also a Rubenstein fellow at Duke University (2017–20)
and distinguished fellow at Duke Law’s Global Financial Markets Center
(2020–22). Ms. Raskin is a partner of Kaya Partners (climate policy
advisory services). Ms. Raskin joined the Vanguard funds’ Boards in 2018
and serves on the Vanguard Board of Directors. The Vanguard funds’
Boards will continue to benefit from her experience and expertise in
financial markets, financial regulation, law, and risk oversight.

6
Grant Reid
Born 1959
Mr. Reid brings decades of expertise in effective business transformation,
growth strategy, and technology-driven innovation in consumer goods
and hospitality to the Vanguard funds’ Boards. He serves as senior
operating partner of CVC Capital (alternate investment manager), a
member of the board of the Sustainable Markets Initiative (environmental
services) and chair of its Agribusiness Task Force, and a member of the
board of Marriott International, Inc. He is the former chief executive
officer and president (2014–22) and a former member of the board of
directors (2015–22) of Mars, Incorporated (multinational manufacturer).
Mr. Reid joined the Vanguard funds’ Boards in 2023 and serves on the
Vanguard Board of Directors. The Vanguard funds’ Boards will continue
to benefit from his extensive experience and expertise in business
strategy and operations.

David Thomas
Born 1956
Dr. Thomas brings extensive experience in organizational and academic
leadership, operations management, and talent development to the
Vanguard funds’ Boards. He is the president of Morehouse College and
has more than 30 years of higher education leadership experience. He is
an emeritus professor of business administration at Harvard University
and former dean and professor of management at Georgetown
University’s McDonough School of Business. Dr. Thomas also serves
as a director of DTE Energy Company and trustee of Commonfund. His
research and published works on managing diversity in the workplace are
nationally renowned and he has worked as a consultant for Fortune 500
companies, as well as major governmental and nonprofit organizations,
for more than three decades on issues relating to organizational change
and diversity and inclusion. Dr. Thomas joined the Vanguard funds’
Boards in 2021 and he serves on the Vanguard Board of Directors.
The Vanguard funds’ Boards will continue to benefit from his extensive
experience and expertise in organizational leadership and management.

Barbara Venneman
Born 1964
Ms. Venneman brings experience working across industries and
geographies, advising on digital disruption, where the market is going,
high-impact innovations, and ways to implement complex change
management, to the Vanguard funds’ Boards. Ms. Venneman retired
from Deloitte Consulting LLP in 2024, where she served as the global
head of Deloitte Digital and as a member of the Deloitte Global Consulting
Executive Committee. She worked with big tech and emerging tech

7
companies to accelerate market innovation and adoption using leading
technologies such as digital, artificial intelligence (AI)/generative AI,
cloud, and cybersecurity. She serves on the nonprofit board of Reality
Changers, which prepares students to become first-generation college
graduates. The Vanguard funds’ Boards will benefit from her extensive
experience and expertise in executive leadership, guiding large global
companies through complex business transformations, and enterprise
and digital technology.

Peter F. Volanakis
Born 1955
Mr. Volanakis brings expertise in technology, innovation, and global
operations across various industries to the Vanguard funds’ Boards.
He is the former president and chief operating officer (retired 2010) of
Corning Incorporated (communications equipment) and director of
Corning Incorporated (2000–10) and Dow Corning (2001–10). He
also served as director (2012) of SPX Corporation (multi-industry
manufacturing), director (2018–20) of Hypertherm Corporation (industrial
manufacturing), and director (2011–14) of Avantor AS (life sciences). He
was also an overseer of the Amos Tuck School of Business Administration
at Dartmouth College (2001–13) and chairman of the board of trustees
of Colby-Sawyer College (2013–22). He is a member of the BMW Group
Mobility Council. Mr. Volanakis joined the Vanguard funds’ Boards in 2009
and he serves on the Vanguard Board of Directors. The Vanguard funds’
Boards will continue to benefit from his extensive experience and
expertise in executive and board leadership.

How many of the nominees will be “independent” trustees if elected?


If elected by shareholders, twelve of the 13 nominees, all but Mr. Ramji,
will be independent trustees, as that term is defined under applicable
federal securities laws. Independent trustees are not employees of
Vanguard. Independent trustees play a critical role in overseeing fund
operations and representing the interests of each fund’s shareholders.
Trustees’ independence from the funds enhances their service on the
Vanguard funds’ Boards and their committees.
How are the Boards of the Vanguard funds structured?
The Vanguard funds are grouped into 35 separate trusts, and each trust
is governed by a Board. Each of these trusts is made up of one or more
Vanguard funds, which are sometimes called “series” of the trust.
Trustees are elected collectively by the shareholders of each of the
Vanguard funds within the trust. The same individuals currently serve
as trustees for all Vanguard funds, commonly referred to as a “unitary

8
board.” A unitary board is beneficial because each fund has trustees who
serve on the Boards of the other Vanguard funds. The trustees develop
greater familiarity with operations that are common to all Vanguard
funds and can address common issues consistently and efficiently. The
unitary board also avoids substantial additional costs, administrative
complexities, and redundancies that would result from having a different
Board for every Vanguard fund. While there are many areas of common
interest among the funds, the trustees recognize that they are
responsible for exercising their responsibilities at all times on a fund-by-
fund basis. Part V of this Proxy Statement includes an alphabetical list of
the Vanguard funds, identifies the trust of which each fund is a series,
and provides additional information about the funds.
What is the Board’s leadership structure?
The trustees have elected Mr. Loughridge as the independent chair of the
Board. The independent chair is a spokesperson and principal point of
contact for the trustees and is responsible for coordinating the activities
of the trustees, including calling regular executive sessions of the
trustees, developing the agenda of each meeting together with
Vanguard’s chief executive officer, and chairing the meetings of the
trustees. An independent trustee also chairs the meetings of the Audit,
Compensation, Nominating, and Independent Governance Committees.
How long will each trustee serve?
If elected, each trustee will serve until he or she resigns, retires
(typically by age 75), or is removed from the Board pursuant to
the funds’ governing documents.
What are the Board’s responsibilities?
The primary responsibility of the Board of each fund is to oversee the
management of the fund for the benefit of its shareholders. Each fund’s
Board has a supermajority of independent trustees who are not
“interested persons” of the fund. Mr. Ramji would be the only interested
trustee on the funds’ Boards. The independent trustees bring a broad
range of relevant backgrounds, experiences, and skills to the Boards,
particularly in matters critical to the funds and their shareholders. In
exercising their oversight responsibilities, the funds’ trustees focus on
matters they determine to be important to fund shareholders, which
includes the management, performance, and risk management of
the funds, as well as the approval of arrangements with material
service providers.
What is the Board’s role in risk oversight?
The trustees play an active role, as a Board and at the committee level, in
overseeing risk management for each fund. The trustees delegate the
day-to-day risk management of the funds to various groups within
9
Vanguard, 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 Boards participate 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 code of
ethics, insider trading controls, and protection of nonpublic information.
The funds’ chief compliance officer regularly provides reports to the
Boards in writing and in person.
What are the Board’s committees?
The Board of each fund has five standing committees. All committees are
composed exclusively of independent trustees.
• 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. F. Joseph Loughrey,4
Mr. Loughridge, Ms. Raskin, and Mr. Volanakis.
• 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.
• Independent Governance Committee. This committee assists each
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 fund bylaws. The following
independent trustees serve as members of the committee:
Mr. Emerson Fullwood,5 Mr. Loughridge, Mr. Pastor, Mr. Perold,
Ms. Raskin, and Mr. Volanakis.

4 Mr. F. Joseph Loughrey, a trustee since 2009, is retiring from Board service after the
Meeting and is not standing for reelection.
5 Mr. Emerson Fullwood, a trustee since 2008, is retiring from Board service after the
Meeting and is not standing for reelection.

10
• Investment Committees. These committees assist each Board in its
oversight responsibility for the investment performance and practices
of the funds and their investment advisors. The committees assist
each Board in the review and evaluation of materials related to each
Board’s consideration of investment advisory agreements with the
funds. Each trustee serves on one of two investment committees.
• Nominating Committee. This committee nominates candidates
for election to the Board 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
Nominating Committee Charter effective at the time the nominees
for trustee were selected is included as Exhibit A of Part VI of this
Proxy Statement.
How often did the Boards and each standing committee meet during
each trust’s most recently completed fiscal year?
Information related to the number of Boards and committee meetings is
included as Exhibit B of Part VI of this Proxy Statement.
All trustees attended at least 75% of the aggregate of the total
meetings of the Boards and committees on which they serve.
How are nominees for trustee selected?
The independent trustees who serve on the Nominating Committee
nominate candidates for election to the Board of each fund. The Boards
approve the slate of nominees that is recommended by the Nominating
Committee for election by shareholders. The committee considers
shareholder recommendations for trustee nominees, which can be sent
to Mr. Loughridge, independent chair of the committee. All candidates
recommended to the committee are evaluated in the same manner
regardless of how the candidates are recommended.
What factors are considered when selecting nominees?
In determining whether an individual is qualified to serve as a trustee of
the funds, the Nominating Committee and each fund’s Board consider a
wide variety of information about a candidate, and multiple factors
contribute to each nomination. The Nominating Committee and each
fund’s Board consider, among other things, a candidate’s integrity,
strength of character, judgment, business experience, specific areas of
expertise, length of tenure, ability to devote sufficient time to attendance

11
at and preparation for Board meetings, factors relating to the
composition of the Boards (including their size and structure), and
principles of diversity. Each nominee is determined to have the requisite
experience, skills, and attributes necessary to serve the funds and their
shareholders. Each nominee also demonstrates a track record of
substantial professional accomplishment and 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 each fund’s Board.
Why are the funds’ shareholders being asked to elect trustees?
Electing trustees enables the funds to avoid costly proxy solicitations
and shareholder meetings for each new trustee appointment. Federal
law permits fund boards to appoint new trustees as needed, provided at
least two-thirds of the board members have been elected by shareholders.
What happens if the nominees are not elected by shareholders?
If shareholders fail to elect one or more of the nominees, then the Boards
will take such further action as deemed to be in the best interests of the
funds’ shareholders.
How are the trustees compensated?
Each fund (other than Vanguard Market Liquidity Fund, Vanguard
Municipal Low Duration Fund, and Vanguard’s funds of funds) pays its
proportionate share of the independent trustees’ compensation.6
Mr. Ramji, who will be an interested trustee if elected, will receive no
compensation from the funds. The funds compensate their independent
trustees through payment of an annual fee for their service to the funds.
The independent trustees are also reimbursed for travel and other related
expenses that they incur in attending Board meetings.
Trustee Compensation
Information related to the total amount paid as compensation by each
Vanguard trust to each trustee during the trust’s most recently
completed fiscal year and the total amount of compensation paid to each
trustee by all Vanguard funds as of the 12-month period ended October
31, 2024, is included as Exhibit C of Part VI of this Proxy Statement.

6 The trustees of Vanguard Market Liquidity Fund and Vanguard Municipal Low Duration
Fund receive no compensation directly from those funds, but Vanguard is responsible for
paying the trustees for their service. The trustees of Vanguard’s funds of funds receive no
compensation from those funds.

12
Do nominees for trustee own shares of the funds?
The nominees for trustee invest in the Vanguard funds according to their
own investment needs. Please see Part V of this Proxy Statement for
information on the dollar range of fund shares owned by each nominee
for trustee for each fund.

Who are the funds’ officers?


All Vanguard funds employ their officers on a shared basis. Officers are
considered “interested persons” of the funds. In addition to Mr. Ramji,
chief executive officer of Vanguard and chief executive officer and
president of the funds, they are as follows:

OFFICERS 7
Jacqueline Angell
Born 1974
Chief Compliance Officer
Principal of Vanguard. Chief compliance officer (2022–present) of
Vanguard and of each of the investment companies served by Vanguard.
Chief compliance officer (2018–22) and deputy chief compliance officer
(2017–19) of State Street.

Christine Buchanan
Born 1970
Chief Financial Officer
Principal of Vanguard. Chief financial officer (2021–present) and
treasurer (2017–21) of each of the investment companies served
by Vanguard.

Gregory Davis
Born 1970
Vice President
Vice president of each of the investment companies served by Vanguard
(July 2024–present). President (February 2024–present) and director
(July 2024–present) of Vanguard. Chief investment officer
(2017– present) of Vanguard. Principal (2014–present) of Vanguard.

7 Fund officers receive no compensation from the funds and are employees of Vanguard.

13
John Galloway
Born 1973
Investment Stewardship Officer
Principal of Vanguard. Investment stewardship officer (2020–present) of
each of the investment companies served by Vanguard. Head of Investor
Advocacy (2020–present) and head of Marketing Strategy and Planning
(2017–20) at Vanguard.

Ashley Grim
Born 1984
Treasurer
Treasurer (2022–present) of each of the investment companies served by
Vanguard. Fund transfer agent controller (2019–22) and director of Audit
Services (2017–19) at Vanguard.

Jodi Miller
Born 1980
Finance Director
Principal of Vanguard. Finance director (2022–present) of each of the
investment companies served by Vanguard. Head of Enterprise
Investment Services (2020–present), head of Retail Client Services
& Operations (2020–22), and head of Retail Strategic Support
(2018–20) at Vanguard.

Michael Rollings
Born 1963
Finance Director
Finance director (2017–present) and treasurer (2017) 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.

Tonya Robinson
Born 1970
Secretary
General counsel of Vanguard (October 2024–present). Secretary
(October 2024–present) of Vanguard and of each of the investment
companies served by Vanguard. Managing director (October 2024–
present) of Vanguard. General counsel (2017–24) and vice chair for Legal,
Regulatory and Compliance (2019–24) at KPMG LLP.

EACH FUND’S BOARD OF TRUSTEES RECOMMENDS THAT YOU


VOTE “FOR” EACH OF THE NOMINEES.

14
PART III
Information on the Funds’ Independent Accountants
Selection of PricewaterhouseCoopers as Independent Registered
Public Accountants
The Audit Committee of each Vanguard fund has appointed, and the
independent trustees have ratified, PricewaterhouseCoopers LLP
(“PwC”) as independent registered public accountants to audit the funds’
financial statements. Representatives of PwC are not expected to be
present at the Meeting or available to make a statement or respond to
any shareholders’ questions.
In addition to serving as independent registered public accountants, PwC
has provided limited non-audit services to both the Vanguard funds and
Vanguard. The Audit Committee carefully considered these non-audit
services when evaluating PwC’s independence for purposes of its
appointment as the funds’ independent registered public accountants.
PwC, in accordance with Public Company Accounting Oversight Board
rules, has confirmed to the Audit Committee of the Vanguard funds its
status as independent registered public accountants with respect to the
Vanguard funds within the meaning of the federal securities laws.
The Audit Committee preapproves all audit and non-audit services
provided by PwC to: (1) the Vanguard funds and (2) Vanguard, or any
entity controlled by Vanguard that provides ongoing services to the
Vanguard funds. All services provided to Vanguard entities by the
independent auditor, whether or not they are subject to preapproval,
must be disclosed to the Audit Committee. No percentage of PwC’s
fees or services were approved pursuant to the waiver provision of
paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. The chair of the
Audit Committee may preapprove any permissible audit and non-audit
services as long as ratification of any preapproval is sought from the full
Audit Committee at the next scheduled meeting of the committee. The
Audit Committee has determined that the provision of all non-audit
services to the trusts, Vanguard, or any entity controlling, controlled by,
or under common control of Vanguard, was consistent with maintaining
PwC’s independence. The Audit Committee considered representations
from PwC, in accordance with Public Company Accounting Oversight
Board rules, in reaching its determination.

15
Audit Fees
The Vanguard funds are organized under 35 separate trusts,8 each of
which paid PwC the approximate amount shown in the table in Exhibit D
of Part VI of this Proxy Statement as audit fees for the trust’s two most
recently completed fiscal years. Audit fees are fees incurred by PwC for
the audit of each trust’s annual financial statements or services that are
normally provided by PwC in connection with statutory and regulatory
filings or engagements during a fiscal year.

Audit-Related Fees
Each trust paid PwC the approximate amount shown in the table in
Exhibit D of Part VI of this Proxy Statement as audit-related fees for the
trust’s two most recently completed fiscal years. Audit-related fees may
be incurred by PwC in connection with assurance and related services
provided to the trusts, Vanguard, or any entity controlling, controlled by,
or under common control of Vanguard.

Tax Fees
Each trust paid PwC the approximate amount shown in the table in
Exhibit D of Part VI of this Proxy Statement as tax fees for the trust’s
two most recently completed fiscal years. Tax fees may be incurred by
PwC in connection with tax compliance, planning, and advice services
provided to the trusts, Vanguard, or any entity controlling, controlled by,
or under common control of Vanguard.

All Other Fees


Each trust paid PwC the approximate amount shown in the table in
Exhibit D of Part VI of this Proxy Statement as other fees for the trust’s
two most recently completed fiscal years. Other fees may be incurred by
PwC in connection with services other than audit, audit-related, and tax
services provided to the trusts, Vanguard, or any entity controlling,
controlled by, or under common control of Vanguard.

Aggregate Non-Audit Fees


Exhibit D of Part VI of this Proxy Statement shows aggregate fees paid
to PwC for non-audit services provided to the Vanguard funds, Vanguard,
and certain of Vanguard’s affiliates for each of the two most recently
completed fiscal year-ends for each trust. These amounts include
attestation reporting services in connection with service organization
controls reporting and other attestation services (e.g., custody rule);

8 Please refer to Part V of this Proxy Statement for the name of the trust of which each
Vanguard fund is a series.

16
reporting over transfer agent operations; defined contribution
recordkeeping, pension payroll payment services, and related information
technology environment; Personal Advisor Services; and regulatory
compliance. Other non-audit services also include tax compliance and
advisory services. No Vanguard entity paid any fees to PwC for the
design or implementation of financial information systems.

17
PART IV
More on Proxy Voting and the Shareholder Meeting
Votes Needed to Elect Trustees
Shareholders of funds that are part of the same trust will elect their
trustees on a joint basis. (A list of funds and the trust of which each fund
is a series is included in Part V of this Proxy Statement.) For each trust,
the 13 nominees for trustee receiving the highest number of affirmative
votes cast at the Meeting will be elected.

Proxy Solicitation Methods


The funds will solicit shareholder proxies in a variety of ways. All
shareholders who are entitled to vote will receive these proxy
materials electronically, in paper, or by a Notice by mail depending
on the shareholder’s delivery preferences. Computershare has been
engaged to assist in the solicitation of proxies for the Meeting. In
addition, Computershare and employees, officers, or agents of the funds,
Vanguard, or its affiliates may solicit shareholder proxies in person,
online, by telephone, by mail, or by email.

Proxy Solicitation Costs


Each fund will pay all costs of soliciting proxies from its shareholders,
including costs relating to the printing, mailing, and tabulation of proxies.
The funds currently estimate Computershare’s solicitation costs to be
approximately $18,100,000, and each fund will pay its proportionate
share of the costs in accordance with a fixed formula based on the
number of shareholders of each fund. These costs are estimates based on
currently available information and are subject to change. By voting
immediately, you can help your fund avoid the considerable expense of
additional proxy solicitations.

Quorum
Quorum must be achieved for the Meeting to occur. Each trust must
achieve quorum by having shares representing more than thirty-three
and one-third percent (33 1/3%) of the total combined net asset value of
a trust’s shares on the record date represented at the Meeting, either by
virtual attendance or proxy. Virtual attendance is considered in person
attendance. All returned proxies count toward quorum, regardless of how
they are voted (“For,” “Against,” or “Abstain”). Abstentions and broker
non-votes will be counted as present and outstanding and entitled to
vote for purposes of determining whether a quorum is present at the
Meeting, but not as votes cast in respect of the proposal. A broker
non-vote is a proxy received from a broker who holds fund shares on
behalf of a shareholder who has not received voting instructions from the

18
shareholders, and does not have discretion to vote the shares on the
shareholders’ behalf on the proposal. Under rules applicable to broker-
dealers, if your broker holds your shares in its name, we expect that the
broker will be entitled to vote your shares on the proposal even if it has
not received instructions from you. A signed and dated proxy card, voting
instruction card, or voting instruction form returned to Computershare
without a choice indicated as to the proposal shall be voted “For”
all nominees.

Virtual Meeting
The Meeting will be held in a virtual format only. You are invited to attend
the Meeting by visiting https://meetnow.global/MW4PNCM. You will be
required to enter the voting control number found on your proxy card,
voting instruction card, voting instruction form, or Notice that you
previously received. If your shares are held through an intermediary, you
will need to request a Legal Proxy from the intermediary to receive access
to the Meeting. You must submit the Legal Proxy along with your name
and email address to Computershare. In the Meeting, shareholders will
have an opportunity to submit questions and comments via a moderated
chat function. The chat will not be visible to other attendees and will be
monitored for questions and comments that relate to the proposal
included in this Proxy Statement. The submission of questions and
comments does not guarantee that any of them will be addressed during
the Meeting.

Adjournment
The Meeting may be adjourned by a fund’s Board, chief executive officer,
or president, or chair of the Meeting, one or more times for any reason
(without shareholder vote), including the failure of a quorum to be
present at the Meeting. No shareholder vote is required for adjournment.
The Meeting may be adjourned for certain trusts regardless of whether
action has been taken on the proposal with respect to other trusts. No
notice of adjournment of the Meeting to another time or place need be
given to the shareholders if such time and place (including that the
Meeting will be held by remote communication) are announced at the
Meeting at which the adjournment is taken, or notice is given to persons
present at the Meeting. Any adjourned Meeting may be held at such time
and place, or virtually, as applicable, as determined by a fund’s Board,
chief executive officer, or president, or chair of the Meeting, in a Board’s
or such person’s sole discretion. Any business that might have been
transacted at the original Meeting may be transacted at any adjourned
Meeting. If quorum is present with respect to any one or more trusts, the
chair of the meeting may, but shall not be required to, cause a vote to be
taken with respect to the proposal for such trusts, which vote can be

19
certified as final and effective notwithstanding the adjournment of the
Meeting with respect to other trusts. The shareholders of record entitled
to vote at such adjourned meeting shall be the shareholder on the original
record date, unless a fund’s Board establishes a new record date.

Postponement
Prior to the Meeting, a fund’s Board, chief executive officer, or president,
or chair of the Meeting, may postpone the Meeting one or more times for
any reason by giving notice to each shareholder entitled to vote at the
Meeting so postponed of the time and place at which such Meeting will
be held. Notice shall be given not fewer than two days (or such other
number of days as a trust’s Board shall determine in its sole discretion)
before the date of such Meeting and otherwise in accordance with a
trust’s by-laws.

Revoking Your Proxy


Your last vote is the one that counts. Therefore, you can revoke a prior
proxy simply by voting again—online, with your proxy card, voting
instruction card, or voting instruction form (if you have requested paper
proxy materials), or by phone. You can also revoke a prior proxy by writing
to the funds’ secretary at the following address: Tonya Robinson, The
Vanguard Group, Inc., P.O. Box 876, Valley Forge, PA 19482, or by voting
at the Meeting. You may revoke your proxy at any time until the
announcement that voting has closed at the Meeting.

Shareholder Proposals
Any shareholder proposals to be included in a proxy statement for a
fund’s next shareholder meeting must be received by the fund within a
reasonable period before a fund begins to print and mail its proxy
statement for that meeting. Timely submission of a proposal does not
guarantee that such proposal will be included in a proxy statement.

Voting Rights
Shareholders of each fund are entitled to cast one vote for each dollar of
the fund’s net asset value owned on the record date and a fractional vote
for each fractional dollar of the fund’s net asset value owned on that date.

20
Nominee Accounts
Upon request, the funds will reimburse nominees for their reasonable
expenses in forwarding proxy materials to beneficial owners of the
funds’ shares. All invoices should be submitted electronically to
Invoice_Submission.noreply@vanguard.com.

Annual and Semiannual Reports


Each fund’s most recent annual and semiannual reports to shareholders
are available at no cost. To request a report, which will be furnished free
of charge, please call Vanguard toll-free at 800-662-7447, or write to The
Vanguard Group, Inc., P.O. Box 2600, Valley Forge, PA 19482-2600. The
reports are also available on the website https://vgi.vg/fund-literature.
Participants in a company-sponsored 401(k) or other retirement plan
administered by Vanguard may call toll-free at 800-523-1188.

Proxy Materials
This Proxy Statement and related proxy materials are available online at
https://www.proxy-direct.com/vanguard/materials. Shareholders may
request this Proxy Statement and related paper proxy materials at no
cost by calling Computershare toll-free at 877-816-5331.

Other Matters
At this point, there are no plans to bring other business before the
Meeting. However, if any other matters do arise, it is the Boards’
intention that proxies will be voted on such matters in accordance with
the judgment of the persons identified in the proxy materials as having
the authority to vote on matters. If you object to the voting of other
matters on your behalf, please notify the Boards in writing before
the Meeting.

Communications with Trustees


Vanguard funds shareholders may communicate with one or more
trustees, or the Boards, by sending written correspondence to the
attention of one or more individual trustees, or the Boards, at The
Vanguard Group, Inc., P.O. Box 876, Valley Forge, PA 19482. The current
process regarding this type of communication requires that all such
correspondence be logged upon receipt, and then be provided to the
intended recipient(s), as appropriate. The recipient(s) will then review
the shareholder correspondence and determine how to respond.

21
The Vanguard Group, Inc.
Except as noted below, each of the funds soliciting proxies is a member of
Vanguard. Vanguard is owned jointly by the funds it oversees. Vanguard
provides the funds with their corporate management, administrative,
and distribution services. Vanguard Marketing Corporation, 100
Vanguard Boulevard, Malvern, PA 19355, a wholly owned subsidiary
of Vanguard, is the funds’ principal underwriter and distributor.
Vanguard Market Liquidity Fund and Vanguard Municipal Low Duration
Fund, series of Vanguard CMT Funds, are not members of Vanguard,
although they are administered by and pay fees to Vanguard for
management, advisory, marketing, accounting, transfer agency,
and other services.

22
PART V
Investment Advisors and Funds Information
Investment Advisors Information
This section includes a list of the names and addresses of all Vanguard
funds’ investment advisors. The name(s) of each fund’s investment
advisor(s) is provided under “Vanguard Funds Information.”

Advisor Address
ARGA Investment Management, LP 1010 Washington Blvd., 6th Floor,
Stamford, CT 06901
Ariel Investments, LLC 200 East Randolph St., Chicago, IL 60601

Aristotle Capital Management, LLC 11100 Santa Monica Blvd., Suite 1700,
Los Angeles, CA 90025
ArrowMark Colorado Holdings, LLC 100 Filmore St., Suite 325, Denver,
CO 80206
Baillie Gifford Overseas Ltd. Calton Square, 1 Greenside Row,
Edinburgh EH1 3AN, Scotland
ClearBridge Investments, LLC 620 8th Ave., New York, NY 10018

Cooke & Bieler, LP 1700 Market St., Suite 3222, Philadelphia,


PA 19103
D. E. Shaw Investment Management, L.L.C. 1166 Avenue of the Americas, 9th Floor,
New York, NY 10036
Donald Smith & Co., Inc. 152 West 57th St., 22nd Floor,
New York, NY 10019
Frontier Capital Management Co., LLC 99 Summer St., Boston, MA 02110

Hotchkis & Wiley Capital Management, LLC 725 S. Figueroa St., 39th Floor, Los
Angeles, CA 90017-5439
Jennison Associates LLC 466 Lexington Ave., New York, NY 10017

Lazard Asset Management LLC 30 Rockefeller Plaza, 57th Floor, New


York, NY 10112-6300
Los Angeles Capital Management LLC 11150 Santa Monica Blvd., Suite 200, Los
Angeles, CA 90025
Ninety One North America, Inc. 65 East 55th St., 30th Floor, New York,
NY 10022
PRIMECAP Management Company 177 E. Colorado Blvd., Pasadena,
CA 91105

23
Advisor Address
Pzena Investment Management, LLC 120 West 45th St., 20th Floor, New York,
NY 10036
Sanders Capital, LLC 777 South Flagler Dr., Suite 1100, East
Tower, West Palm Beach, FL 33401
Schroder Investment Management North 31 Gresham St., London
America Inc. EC2V 7QA, England
Sprucegrove Investment Management Ltd. 181 University Ave., Suite 1300, Toronto,
Ontario M5H 3M7
Stephens Investment Management 111 Center St., Little Rock,
Group, LLC AR 72201
The Vanguard Group, Inc. P.O. Box 2600, Valley Forge, PA 19482

Wellington Management Company LLP 280 Congress St., Boston, MA 02110

Vanguard Funds Information


This section provides certain required information for each Vanguard
fund. Unless specifically provided as of a fund’s fiscal year-end (FYE), the
information presented is as of September 30, 2024.
The beneficial ownership table provides information regarding the
ownership of each fund’s shares by each nominee for trustee based on
certain dollar ranges. As of September 30, 2024, the trustee nominees
and officers of the trusts owned, in the aggregate, less than 1% of each
fund’s outstanding shares.

24
Vanguard 500 Index Fund
• A series of Vanguard Index Funds (FYE 12/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $1,277,385,090,914 and 2,732,343,003 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Charles Schwab & Co., Inc., San Francisco, CA 9.14%
National Financial Services LLC, 5.90%
Jersey City, NJ
ETF Shares Charles Schwab & Co., Inc. 17.49%
National Financial Services LLC 12.55%
Vanguard Marketing Corporation 12.46%
Institutional Select Shares Northern Trust, FBO Vanguard Fiduciary 95.49%
Trust Company Institutional 500 Index
Trust, Valley Forge, PA
Investor Shares Ascensus Trust Company, Vanguard House 22.85%
Account Frontier Pro, Fargo, ND

Vanguard Advice Select Dividend Growth Fund


• A series of Vanguard Whitehall Funds (FYE 10/31).
• Advised by Wellington Management Company LLP.
• Net assets of $846,630,436 and 27,505,015 outstanding shares.
• There were no shareholders with more than 5% record and/or beneficial ownership of
this fund’s shares.

Vanguard Advice Select Global Value Fund


• A series of Vanguard Whitehall Funds (FYE 10/31).
• Advised by Wellington Management Company LLP.
• Net assets of $1,305,348,640 and 44,894,396 outstanding shares.
• There were no shareholders with more than 5% record and/or beneficial ownership of
this fund’s shares.

Vanguard Advice Select International Growth Fund


• A series of Vanguard Whitehall Funds (FYE 10/31).
• Advised by Baillie Gifford Overseas Ltd.
• Net assets of $992,019,966 and 48,969,903 outstanding shares.
• There were no shareholders with more than 5% record and/or beneficial ownership of
this fund’s shares.

25
Vanguard Baillie Gifford Global Positive Impact Stock Fund
• A series of Vanguard Valley Forge Funds (FYE 12/31).
• Advised by Baillie Gifford Overseas Ltd.
• Net assets of $230,395,164 and 11,859,294 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares National Financial Services LLC, 23.87%
Jersey City, NJ
Charles Schwab & Co., Inc., San Francisco, CA 12.16%

Vanguard Balanced Index Fund


• A series of Vanguard Valley Forge Funds (FYE 12/31).
• Advised by Vanguard Equity Index Group; Vanguard Fixed Income Group.
• Net assets of $58,070,993,805 and 1,164,872,550 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Charles Schwab & Co., Inc., San Francisco, CA 7.97%
National Financial Services LLC, 5.34%
Jersey City, NJ
Institutional Shares Empower Annuity Insurance Company of 14.11%
America, FBO Minnesota State Retirement
System Defined Contribution Plan,
Greenwood Village, CO
Fidelity Investments Institutional 8.56%
Operations Company Inc., Covington, KY
TIAA Trust, N.A., Charlotte, NC 6.46%
Investor Shares Ascensus Trust Company, Vanguard House 40.84%
Account Frontier Pro, Fargo, ND

Vanguard California Intermediate-Term Tax-Exempt Fund


• A series of Vanguard California Tax-Free Funds (FYE 11/30).
• Advised by Vanguard Fixed Income Group.
• Net assets of $16,079,378,289 and 1,392,934,079 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Charles Schwab & Co., Inc., San Francisco, CA 33.50%
National Financial Services LLC, 8.47%
Jersey City, NJ

26
Title of Class Name and Address of Shareholder Percent of Class
Investor Shares Charles Schwab & Co., Inc., San Francisco, CA 55.98%
National Financial Services LLC, 16.75%
Jersey City, NJ

Vanguard California Long-Term Tax-Exempt Fund


• A series of Vanguard California Tax-Free Funds (FYE 11/30).
• Advised by Vanguard Fixed Income Group.
• Net assets of $5,664,382,720 and 485,243,217 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Charles Schwab & Co., Inc., San Francisco, CA 14.43%
Investor Shares Charles Schwab & Co., Inc., San Francisco, CA 42.75%
National Financial Services LLC, 12.44%
Jersey City, NJ
Merrill Lynch Pierce Fenner & Smith Inc., 6.37%
Jacksonville, FL
Wells Fargo Clearing Services LLC, Saint 5.54%
Louis, MO

Vanguard California Municipal Money Market Fund


• A series of Vanguard California Tax-Free Funds (FYE 11/30).
• Advised by Vanguard Fixed Income Group.
• Net assets of $3,688,350,718 and 3,687,243,743 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares Northern Trust, FBO Charles Kyne McCabe 5.76%
Trust, Chicago, IL

Vanguard California Tax-Exempt Bond ETF


• A series of Vanguard California Tax-Free Funds (FYE 11/30).
• Advised by Vanguard Fixed Income Group.
• Net assets of $243,179,907 and 2,400,000 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


ETF Shares Richard Jacobs 5.34%

27
Vanguard Capital Opportunity Fund
• A series of Vanguard Horizon Funds (FYE 9/30).
• Advised by PRIMECAP Management Company.
• Net assets of $23,114,924,463 and 121,535,422 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Mac and Company-BNY Mellon, A/C 6.19%
657638, Pittsburgh, PA
Investor Shares National Financial Services LLC, 12.77%
Jersey City, NJ

Vanguard Cash Reserves Federal Money Market Fund


• A series of Vanguard Money Market Reserves (FYE 8/31).
• Advised by Vanguard Fixed Income Group.
• Net assets of $120,184,160,688 and 120,142,421,573 outstanding shares.
• There were no shareholders with more than 5% record and/or beneficial ownership of
this fund’s shares.

Vanguard Commodity Strategy Fund


• A series of Vanguard Trustees’ Equity Fund (FYE 10/31).
• Advised by Vanguard Fixed Income Group; Vanguard Quantitative Equity Group.
• Net assets of $1,484,283,864 and 56,216,539 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares National Financial Services LLC, 27.35%
Jersey City, NJ
SEI Private Trust Company, M&T Bank, 5.33%
Oaks, PA

Vanguard Communication Services Index Fund


• A series of Vanguard World Fund (FYE 8/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $4,377,607,310 and 31,575,363 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares State Street Bank and Trust Company, 7.77%
FBO Guideline Technologies 401K,
Overland Park, KS
National Financial Services LLC, 5.14%
Jersey City, NJ

28
Title of Class Name and Address of Shareholder Percent of Class
ETF Shares Charles Schwab & Co., Inc. 20.87%
National Financial Services LLC 9.19%
Merrill Lynch, Pierce, Fenner & Smith Inc. 8.58%
UBS Financial Services LLC 7.51%
Vanguard Marketing Corporation 6.51%
Citibank, N.A. 6.35%
J.P. Morgan Chase Bank, N.A. 5.50%
Morgan Stanley DW Inc. 5.50%

Vanguard Consumer Discretionary Index Fund


• A series of Vanguard World Fund (FYE 8/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $6,525,963,810 and 20,894,094 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares National Financial Services LLC, 7.34%
Jersey City, NJ
ETF Shares Charles Schwab & Co., Inc. 20.11%
Vanguard Marketing Corporation 16.01%
National Financial Services LLC 10.96%
Merrill Lynch, Pierce, Fenner & Smith Inc. 10.69%

Vanguard Consumer Staples Index Fund


• A series of Vanguard World Fund (FYE 8/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $8,581,850,556 and 45,685,259 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares National Financial Services LLC, 21.32%
Jersey City, NJ
Empower Annuity Insurance Company of 9.05%
America, FBO Empower Benefit Plans,
Greenwood Village, CO
Charles Schwab & Co., Inc., San Francisco, CA 5.98%
ETF Shares Charles Schwab & Co., Inc. 21.67%
Merrill Lynch, Pierce, Fenner & Smith Inc. 13.44%
National Financial Services LLC 13.41%
Vanguard Marketing Corporation 13.26%
Pershing LLC 5.33%
Morgan Stanley DW Inc. 5.20%

29
Vanguard Core Bond ETF
• A series of Vanguard Malvern Funds (FYE 9/30).
• Advised by Vanguard Fixed Income Group.
• Net assets of $1,169,755,527 and 14,800,000 outstanding shares.
• There were no shareholders with more than 5% record and/or beneficial ownership of
this fund’s shares.

Vanguard Core Bond Fund


• A series of Vanguard Malvern Funds (FYE 9/30).
• Advised by Vanguard Fixed Income Group.
• Net assets of $12,696,018,252 and 703,364,117 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Charles Schwab & Co., Inc., San Francisco, CA 23.52%
National Financial Services LLC, 14.73%
Jersey City, NJ
Investor Shares Charles Schwab & Co., Inc., San Francisco, CA 23.83%
Ascensus Trust Company, FBO Omnibus 7.50%
Reinvest, Fargo, ND
National Financial Services LLC, 6.94%
Jersey City, NJ

Vanguard Core-Plus Bond ETF


• A series of Vanguard Malvern Funds (FYE 9/30).
• Advised by Vanguard Fixed Income Group.
• Net assets of $248,854,116 and 3,150,000 outstanding shares.
• There were no shareholders with more than 5% record and/or beneficial ownership of
this fund’s shares.

Vanguard Core-Plus Bond Fund


• A series of Vanguard Malvern Funds (FYE 9/30).
• Advised by Vanguard Fixed Income Group.
• Net assets of $599,381,970 and 37,997,498 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Charles Schwab & Co., Inc., San Francisco, CA 8.93%
Investor Shares Charles Schwab & Co., Inc., San Francisco, CA 8.48%
Ascensus Trust Company, FBO Omnibus 5.53%
Reinvest, Fargo, ND

30
Vanguard Core Tax-Exempt Bond ETF9
• A series of Vanguard Municipal Bond Funds (FYE 10/31).
• Advised by Vanguard Fixed Income Group.
• No net assets or outstanding shares.
• There were no shareholders with more than 5% record and/or beneficial ownership of
this fund’s shares.

Vanguard Developed Markets Index Fund


• A series of Vanguard Tax-Managed Funds (FYE 12/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $206,981,603,730 and 6,060,995,997 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares National Financial Services LLC, 9.20%
Jersey City, NJ
State Street Bank and Trust Company, 8.63%
FBO Guideline Technologies 401K,
Overland Park, KS
ETF Shares Charles Schwab & Co., Inc. 25.49%
National Financial Services LLC 12.67%
Ridge Clearing & Outsourcing Solutions, Inc. 5.31%
Institutional Plus Shares TIAA Trust, N.A., Charlotte, NC 21.05%
Mac and Company-BNY Mellon, A/C 16.54%
489003, Pittsburgh, PA
National Financial Services LLC, 7.41%
Jersey City, NJ
State Street Bank and Trust Company, 6.93%
Transamerica Retirement Solutions
Corporation Omnibus Account, Harrison, NY
Institutional Shares National Financial Services LLC, 17.15%
Jersey City, NJ
TIAA Trust, N.A., Charlotte, NC 7.34%
Charles Schwab & Co., Inc., San Francisco, CA 5.71%
US Bank N.A., FBO Capino, Milwaukee, WI 5.26%
Investor Shares Ascensus Trust Company, FBO Vanguard 43.60%
Direct Frontier Trust Company, Fargo, ND
Georgetown University Retirement Plan, 27.41%
Washington, DC
University of Minnesota Optional 12.54%
Retirement Plan, Minneapolis, MN

9 Vanguard Core Tax-Exempt Bond ETF commenced operations on November 21, 2024.

31
Vanguard Diversified Equity Fund
• A series of Vanguard Trustees’ Equity Fund (FYE 10/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $2,947,050,099 and 56,831,392 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares Fidelity Investments Institutional 14.98%
Operations Company Inc., Covington, KY

Vanguard Dividend Appreciation Index Fund


• A series of Vanguard Specialized Funds (FYE 1/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $102,126,752,570 and 732,022,240 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares National Financial Services LLC, 8.95%
Jersey City, NJ
Charles Schwab & Co., Inc., San Francisco, CA 7.92%
ETF Shares Charles Schwab & Co., Inc. 21.36%
National Financial Services LLC 13.31%
Merrill Lynch, Pierce, Fenner & Smith Inc. 9.03%
Vanguard Marketing Corporation 7.99%
Morgan Stanley DW Inc. 6.50%

Vanguard Dividend Growth Fund


• A series of Vanguard Specialized Funds (FYE 1/31).
• Advised by Wellington Management Company LLP.
• Net assets of $55,038,000,988 and 1,316,811,252 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares National Financial Services LLC, 14.35%
Jersey City, NJ
Charles Schwab & Co., Inc., San Francisco, CA 13.96%

32
Vanguard Emerging Markets Bond Fund
• A series of Vanguard Malvern Funds (FYE 9/30).
• Advised by Vanguard Fixed Income Group.
• Net assets of $3,645,735,933 and 165,121,256 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Charles Schwab & Co., Inc., San Francisco, CA 44.87%
National Financial Services LLC, 13.71%
Jersey City, NJ
UBS Financial Services Inc., Weehawken, NJ 7.28%
Investor Shares Charles Schwab & Co., Inc., San Francisco, CA 19.23%
National Financial Services LLC, 13.30%
Jersey City, NJ

Vanguard Emerging Markets Government Bond Index Fund


• A series of Vanguard Whitehall Funds (FYE 10/31).
• Advised by Vanguard Fixed Income Group.
• Net assets of $5,911,848,567 and 101,252,777 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Charles Schwab & Co., Inc., San Francisco, CA 8.23%
Institutional Shares Northern Trust, FBO Ascensus, Chicago, IL 71.81%
Northern Trust, FBO Florida 529 Saving 14.32%
Plan - DV, Chicago, IL
Union Bank and Trust, FBO Aces Trust Fund, 13.86%
Lincoln, NE
ETF Shares Charles Schwab & Co., Inc. 17.48%
Edward D. Jones & Co. 17.39%
J.P. Morgan Clearing Corp. 9.99%
J.P. Morgan Chase Bank, N.A. 9.15%
National Financial Services LLC 7.68%

Vanguard Emerging Markets Select Stock Fund


• A series of Vanguard Trustees’ Equity Fund (FYE 10/31).
• Advised by Baillie Gifford Overseas Ltd.; Pzena Investment Management, LLC;
Wellington Management Company LLP.
• Net assets of $835,114,966 and 34,936,746 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares US Bank N.A., FBO Capino, Milwaukee, WI 5.24%

33
Vanguard Emerging Markets Stock Index Fund
• A series of Vanguard International Equity Index Funds (FYE 10/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $116,068,579,026 and 2,546,467,838 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Charles Schwab & Co., Inc., San Francisco, CA 11.03%
State Street Bank and Trust Company, FBO 7.59%
Guideline Technologies 401K, Overland Park,
KS
National Financial Services LLC, 6.72%
Jersey City, NJ
ETF Shares Charles Schwab & Co., Inc. 18.31%
National Financial Services LLC 10.45%
Pershing LLC 7.62%
Northern Trust Company 6.50%
Institutional Plus Shares TIAA Trust, N.A., Charlotte, NC 24.88%
Mac and Company-BNY Mellon, A/C 13.40%
313717, Pittsburgh, PA
Google LLC 401(K) Savings Plan, Mountain 9.19%
View, CA
Charles Schwab & Co., Inc., San Francisco, CA 6.02%
Northern Trust, FBO Accenture United 5.36%
States 401(K) Match and Savings Plan,
Chicago, IL
Institutional Shares National Financial Services LLC, 18.43%
Jersey City, NJ
TIAA Trust, N.A., Charlotte, NC 12.38%
Charles Schwab & Co., Inc., San Francisco, CA 9.95%
Fidelity Investments Institutional 6.94%
Operations Company Inc., Covington, KY
Investor Shares Ascensus Trust Company, Vanguard House 41.12%
Account Frontier Pro, Fargo, ND
Georgetown University Retirement Plan, 7.92%
Washington, DC
Finnegan, Henderson Et Al. Profit Sharing 6.34%
Plan, Washington, DC
Brightsphere Inc. Profit Sharing and 401(K) 5.27%
Plan, Boston, MA
Cleveland Brothers Retirement Plan, 5.16%
Harrisburg, PA

34
Vanguard Energy Fund
• A series of Vanguard Specialized Funds (FYE 1/31).
• Advised by Wellington Management Company LLP.
• Net assets of $5,887,871,730 and 78,378,705 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares Charles Schwab & Co., Inc., San Francisco, CA 13.48%
National Financial Services LLC, 6.61%
Jersey City, NJ
Ascensus Trust Company, FBO Omnibus 5.88%
Reinvest, Fargo, ND

Vanguard Energy Index Fund


• A series of Vanguard World Fund (FYE 8/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $9,425,099,127 and 90,628,584 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


ETF Shares Charles Schwab & Co., Inc. 20.05%
Vanguard Marketing Corporation 18.13%
National Financial Services LLC 10.92%
Merrill Lynch, Pierce, Fenner & Smith Inc. 6.65%
Morgan Stanley DW Inc. 6.13%
State Street Bank and Trust Company 5.05%

Vanguard Equity Income Fund


• A series of Vanguard Fenway Funds (FYE 9/30).
• Advised by Vanguard Quantitative Equity Group; Wellington Management Company LLP.
• Net assets of $59,524,947,474 and 682,911,701 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Charles Schwab & Co., Inc., San Francisco, CA 13.15%
Fidelity Investments Institutional 10.13%
Operations Company Inc., Covington, KY
National Financial Services LLC, 9.11%
Jersey City, NJ
Investor Shares Charles Schwab & Co., Inc., San Francisco, CA 24.21%
National Financial Services LLC, 15.79%
Jersey City, NJ

35
Vanguard ESG International Stock ETF
• A series of Vanguard World Fund (FYE 8/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $4,133,054,887 and 67,200,000 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


ETF Shares Vanguard Marketing Corporation 51.14%
Charles Schwab & Co., Inc. 15.84%
National Financial Services LLC 7.94%

Vanguard ESG U.S. Corporate Bond ETF


• A series of Vanguard World Fund (FYE 8/31).
• Advised by Vanguard Fixed Income Group.
• Net assets of $692,992,424 and 10,700,000 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


ETF Shares Vanguard Marketing Corporation 60.44%
Charles Schwab & Co., Inc. 19.77%
National Financial Services LLC 7.44%

Vanguard ESG U.S. Stock ETF


• A series of Vanguard World Fund (FYE 8/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $9,586,114,166 and 94,275,000 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


ETF Shares Vanguard Marketing Corporation 37.84%
Charles Schwab & Co., Inc. 18.91%
National Financial Services LLC 8.57%
J.P. Morgan Chase Bank, N.A. 5.73%

36
Vanguard European Stock Index Fund
• A series of Vanguard International Equity Index Funds (FYE 10/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $26,098,278,437 and 363,095,220 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Charles Schwab & Co., Inc., San Francisco, CA 9.80%
National Financial Services LLC, 5.03%
Jersey City, NJ
ETF Shares Charles Schwab & Co., Inc. 14.34%
National Financial Services LLC 10.87%
State Street Bank and Trust Company 10.27%
J.P. Morgan Chase Bank, N.A. 8.98%
Morgan Stanley DW Inc. 7.05%
J.P. Morgan Clearing Corp. 6.67%
The Bank of New York Mellon 5.34%
Institutional Plus Shares Arthur L. Williams Jr., Palm Beach, FL 81.24%
Angela H. Williams, Duluth, GA 18.76%
Institutional Shares National Financial Services LLC, 34.59%
Jersey City, NJ
J.P. Morgan Chase Bank N.A., 6.72%
Vanguard Charitable Program European
Stock Pool, Brooklyn, NY
Investor Shares SLMA Retirement Savings Plan, Oakbrook 9.87%
Terrace, IL
Brightsphere Inc. Profit Sharing and 401(K) 9.82%
Plan, Boston, MA
University of Minnesota Optional 9.62%
Retirement Plan, Minneapolis, MN
Ascensus Trust Company, Vanguard House 8.56%
Account Frontier Pro, Fargo, ND
Memorial Health Services 403(B)(7) Tax 7.42%
Sheltered Annuity Plan, Fountain Valley, CA
QRM 401(K) Retirement Savings Plan, 6.80%
Chicago, IL
Shartsis Friese LLP Profit Sharing/401(K) 6.62%
Plan, San Francisco, CA
Intercity Transit Employees’ Retirement Plan 5.09%
and Trust, Olympia, WA

37
Vanguard Explorer Fund
• A series of Vanguard Explorer Fund (FYE 10/31).
• Advised by ArrowMark Colorado Holdings, LLC; ClearBridge Investments, LLC; Stephens
Investment Management Group, LLC; Vanguard Quantitative Equity Group; Wellington
Management Company LLP.
• Net assets of $22,532,575,543 and 194,913,637 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Fidelity Investments Institutional 17.01%
Operations Company Inc., Covington, KY
Investor Shares Vanguard STAR Fund, Valley Forge, PA 28.41%
Vanguard Diversified Equity Fund, Valley 8.97%
Forge, PA
Charles Schwab & Co., Inc., San Francisco, CA 6.16%

Vanguard Explorer Value Fund


• A series of Vanguard Scottsdale Funds (FYE 8/31).
• Advised by Ariel Investments, LLC; Frontier Capital Management Co., LLC; Wellington
Management Company LLP.
• Net assets of $1,128,010,295 and 23,133,325 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares Fidelity Investments Institutional 30.08%
Operations Company Inc., Covington, KY
Deloitte Profit Sharing Plan, New York, NY 7.29%
Empower Annuity Insurance Company of 5.15%
America, FBO Skadden Arps Slate Meagher
& Flom, Greenwood Village, CO

Vanguard Extended Duration Treasury Index Fund


• A series of Vanguard World Fund (FYE 8/31).
• Advised by Vanguard Fixed Income Group.
• Net assets of $5,206,831,639 and 92,442,513 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


ETF Shares Charles Schwab & Co., Inc. 19.69%
Interactive Broker LLC 12.25%
National Financial Services LLC 9.57%
Vanguard Marketing Corporation 9.18%
Morgan Stanley DW Inc. 5.53%
J.P. Morgan Chase Bank, N.A. 5.49%

38
Title of Class Name and Address of Shareholder Percent of Class
Institutional Plus Shares Transocean U.S. Retirement Plan, 100.00%
Houston, TX
Institutional Shares Northern Trust, FBO U of C - 3 Long 20.64%
Duration, Chicago, IL
US Bank N.A., FBO Capino, Milwaukee, WI 10.82%
Mac and Company-BNY Mellon, A/C 9.32%
727545, Pittsburgh, PA
New York University Retiree Health and 8.90%
Welfare Plan, New York, NY
Northern Trust, FBO University of Chicago, 7.57%
Chicago, IL
University of Virginia Physicians Group 6.57%
Clinicians Supplemental Retirement Plan,
Charlottesville, VA
Northern Trust, FBO Johns Hopkins Health 6.01%
System, Chicago, IL
St. Lukes Hospital of Bethlehem Defined 5.04%
Benefit Pension Plan, Bethlehem, PA

Vanguard Extended Market Index Fund


• A series of Vanguard Index Funds (FYE 12/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $107,211,251,840 and 594,433,710 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Charles Schwab & Co., Inc., San Francisco, CA 7.33%
National Financial Services LLC, 5.07%
Jersey City, NJ
ETF Shares Vanguard Marketing Corporation 34.94%
Charles Schwab & Co., Inc. 14.80%
National Financial Services LLC 13.37%
Morgan Stanley DW Inc. 5.40%
Institutional Plus Shares TIAA Trust, N.A., Charlotte, NC 28.32%
Fidelity Investments Institutional 22.96%
Operations Company Inc., Covington, KY
State Street Bank and Trust Company, 11.15%
Transamerica Retirement Solutions
Corporation Omnibus Account, Harrison, NY
Institutional Select Shares Northern Trust, FBO Vanguard Fiduciary 99.97%
Trust Company Institutional Extended
Market Index Trust, Valley Forge, PA

39
Title of Class Name and Address of Shareholder Percent of Class
Institutional Shares TIAA Trust, N.A., Charlotte, NC 17.88%
Fidelity Investments Institutional 15.17%
Operations Company Inc., Covington, KY
Charles Schwab & Co., Inc., San Francisco, CA 8.02%
Investor Shares Sierra Pacific Industries Employees’ 9.23%
Retirement Plan, Redding, CA
Griffon Corporation, Jericho, NY 6.05%
Ascensus Trust Company, Vanguard House 5.35%
Account Frontier Pro, Fargo, ND

Vanguard Federal Money Market Fund


• A series of Vanguard Money Market Reserves (FYE 8/31).
• Advised by Vanguard Fixed Income Group.
• Net assets of $315,202,752,872 and 316,235,895,608 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares Vanguard Brokerage Services, 62.44%
A Division of VMC via Omnibus Account,
Valley Forge, PA
Vanguard Brokerage Services, 6.91%
A Division of VMC via Omnibus Account,
Valley Forge, PA

Vanguard Financials Index Fund


• A series of Vanguard World Fund (FYE 8/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $10,986,455,153 and 107,529,779 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares National Financial Services LLC, 5.25%
Jersey City, NJ
ETF Shares Merrill Lynch, Pierce, Fenner & Smith Inc. 29.66%
Charles Schwab & Co., Inc. 16.33%
Vanguard Marketing Corporation 10.24%
National Financial Services LLC 10.17%
Morgan Stanley DW Inc. 6.09%

40
Vanguard FTSE All-World ex-US Index Fund
• A series of Vanguard International Equity Index Funds (FYE 10/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $59,296,042,544 and 957,116,177 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Charles Schwab & Co., Inc., San Francisco, CA 10.72%
National Financial Services LLC, 6.44%
Jersey City, NJ
Vanguard Variable Insurance Funds Total 5.03%
International Stock Market Index Portfolio,
Valley Forge, PA
ETF Shares Vanguard Marketing Corporation 20.00%
Charles Schwab & Co., Inc. 19.94%
National Financial Services LLC 9.53%
Morgan Stanley DW Inc. 6.41%
Comp Trust 5.59%
Institutional Plus Shares Driscoll Childrens Hospital, 24.12%
Corpus Christi, TX
Toyota Motor Insurance Services Inc., 11.89%
Plano, TX
Driscoll Childrens Hospital Driscoll 8.48%
Endowment Fund, Corpus Christi, TX
Fidelity Investments Institutional 8.35%
Operations Company Inc., Covington, KY
Adobe Inc. 401(K) Retirement Savings Plan, 7.68%
San Jose, CA
Anheuser-Busch 401(K) Savings and 7.38%
Retirement Plan, Saint Louis, MO
The Davis Family Foundation, Hanover, MD 6.25%
Science Applications International 6.14%
Corporation Retirement Plan, Reston, VA
Institutional Shares Fidelity Investments Institutional 9.20%
Operations Company Inc., Covington, KY
National Financial Services LLC, 9.07%
Jersey City, NJ

41
Vanguard FTSE All-World ex-US Small-Cap Index Fund
• A series of Vanguard International Equity Index Funds (FYE 10/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $11,205,226,313 and 123,537,359 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Charles Schwab & Co., Inc., San Francisco, CA 14.85%
National Financial Services LLC, 6.51%
Jersey City, NJ
ETF Shares Charles Schwab & Co., Inc. 33.96%
National Financial Services LLC 13.03%
Pershing LLC 11.79%
Edward D. Jones & Co. 8.47%
Vanguard Marketing Corporation 7.88%
Institutional Shares National Financial Services LLC, 45.32%
Jersey City, NJ
Northshore University Healthsystem, 13.48%
Evanston, IL
Pershing LLC, Jersey City, NJ 10.58%
Charles Schwab & Co., Inc., San Francisco, CA 8.04%
Swiss Vorsorgestiftung Für Das 5.68%
Kabinenpersonal Pensionskasse Swiss
Cockpit, Glattbrugg, Switzerland

Vanguard FTSE Social Index Fund


• A series of Vanguard World Fund (FYE 8/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $21,722,580,285 and 473,944,749 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Charles Schwab & Co., Inc., San Francisco, CA 13.56%
Institutional Shares Fidelity Investments Institutional 37.85%
Operations Company Inc., Covington, KY
TIAA Trust, N.A., Charlotte, NC 8.01%
Kaiser Permanente 401K Retirement Plan 6.97%
(KP401K), Oakland, CA
Charles Schwab & Co., Inc., San Francisco, CA 5.91%

42
Vanguard Global Capital Cycles Fund
• A series of Vanguard Specialized Funds (FYE 1/31).
• Advised by Wellington Management Company LLP.
• Net assets of $1,529,876,677 and 109,014,452 outstanding shares.
• There were no shareholders with more than 5% record and/or beneficial ownership of
this fund’s shares.

Vanguard Global Credit Bond Fund


• A series of Vanguard Charlotte Funds (FYE 10/31).
• Advised by Vanguard Fixed Income Group.
• Net assets of $601,822,037 and 33,271,699 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Union Bank and Trust, FBO Nebraska 25.66%
Educational Savings, Lincoln, NE
UBS Financial Services Inc., Weehawken, NJ 21.67%
Investor Shares Ascensus Trust Company, FBO Omnibus 7.01%
Various Retirement Accounts, Fargo, ND

Vanguard Global Environmental Opportunities Stock Fund


• A series of Vanguard Trustees’ Equity Fund (FYE 10/31).
• Advised by Ninety One North America, Inc.
• Net assets of $82,331,199 and 3,178,829 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares The Skoll Fund, Palo Alto, CA 18.73%
The Skoll Foundation, Palo Alto, CA 17.39%
Investor Shares Ascensus Trust Company, FBO Omnibus 5.92%
Various Retirement Accounts, Fargo, ND

Vanguard Global Equity Fund


• A series of Vanguard Horizon Funds (FYE 9/30).
• Advised by Baillie Gifford Overseas Ltd.; Pzena Investment Management, LLC;
Wellington Management Company LLP.
• Net assets of $8,425,597,114 and 222,449,751 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares Charles Schwab & Co., Inc., San Francisco, CA 11.23%
National Financial Services LLC, 7.88%
Jersey City, NJ
Pershing LLC, Jersey City, NJ 5.46%

43
Vanguard Global ESG Select Stock Fund
• A series of Vanguard Specialized Funds (FYE 1/31).
• Advised by Wellington Management Company LLP.
• Net assets of $1,406,503,176 and 30,483,064 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares National Financial Services LLC, 18.96%
Jersey City, NJ
Investor Shares National Financial Services LLC, 6.96%
Jersey City, NJ
Ascensus Trust Company, FBO Omnibus 6.09%
Reinvest, Fargo, ND

Vanguard Global ex-U.S. Real Estate Index Fund


• A series of Vanguard International Equity Index Funds (FYE 10/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $3,995,863,958 and 88,796,748 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Charles Schwab & Co., Inc., San Francisco, CA 6.19%
ETF Shares Charles Schwab & Co., Inc. 28.13%
Pershing LLC 21.06%
National Financial Services LLC 12.27%
J.P. Morgan Chase Bank, N.A. 9.44%
Vanguard Marketing Corporation 5.92%
Institutional Shares Washington Suburban Sanitary Commission 100.00%
Employees Retirement Plan, Laurel, MD

Vanguard Global Minimum Volatility Fund


• A series of Vanguard Whitehall Funds (FYE 10/31).
• Advised by Vanguard Quantitative Equity Group.
• Net assets of $2,103,692,995 and 71,513,975 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares US Bank N.A., FBO Capino, Milwaukee, WI 18.18%
National Financial Services LLC, 13.67%
Jersey City, NJ
Charles Schwab & Co., Inc., San Francisco, CA 9.86%
SEI Private Trust Company, Principal 7.08%
Financial, Oaks, PA

44
Title of Class Name and Address of Shareholder Percent of Class
Investor Shares National Financial Services LLC, 16.04%
Jersey City, NJ
Charles Schwab & Co., Inc., San Francisco, CA 11.80%

Vanguard Global Wellesley Income Fund


• A series of Vanguard World Fund (FYE 8/31).
• Advised by Wellington Management Company LLP.
• Net assets of $558,652,420 and 20,717,478 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares National Financial Services LLC, 7.99%
Jersey City, NJ
Investor Shares National Financial Services LLC, 10.74%
Jersey City, NJ
Ascensus Trust Company, FBO Omnibus 5.88%
Various Retirement Accounts, Fargo, ND

Vanguard Global Wellington Fund


• A series of Vanguard World Fund (FYE 8/31).
• Advised by Wellington Management Company LLP.
• Net assets of $2,586,155,392 and 77,830,542 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares National Financial Services LLC, 21.72%
Jersey City, NJ
State Street Bank and Trust Company, 8.57%
Wellington Management Company Defined
Benefit, Boston, MA
Investor Shares National Financial Services LLC, 20.31%
Jersey City, NJ

Vanguard GNMA Fund


• A series of Vanguard Fixed Income Securities Funds (FYE 1/31).
• Advised by Wellington Management Company LLP.
• Net assets of $14,913,757,141 and 1,574,815,739 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Charles Schwab & Co., Inc., San Francisco, CA 10.88%
National Financial Services LLC, 6.67%
Jersey City, NJ

45
Title of Class Name and Address of Shareholder Percent of Class
Investor Shares Vanguard STAR Fund, Valley Forge, PA 57.66%
Charles Schwab & Co., Inc., San Francisco, CA 9.15%

Vanguard Growth and Income Fund


• A series of Vanguard Quantitative Funds (FYE 9/30).
• Advised by D. E. Shaw Investment Management, L.L.C.; Los Angeles Capital
Management LLC; Wellington Management Company LLP.
• Net assets of $15,666,158,030 and 163,754,737 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted
class of this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares Vanguard Diversified Equity Fund, Valley 16.42%
Forge, PA
Charles Schwab & Co., Inc., San Francisco, CA 9.11%
Ascensus Trust Company, FBO Omnibus 7.71%
Reinvest, Fargo, ND
National Financial Services LLC, 6.25%
Jersey City, NJ

Vanguard Growth Index Fund


• A series of Vanguard Index Funds (FYE 12/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $261,438,723,677 and 977,931,353 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted
class of this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Charles Schwab & Co., Inc., San Francisco, CA 9.92%
National Financial Services LLC, 6.68%
Jersey City, NJ
ETF Shares Charles Schwab & Co., Inc. 20.91%
Merrill Lynch, Pierce, Fenner & Smith Inc. 14.32%
National Financial Services LLC 14.25%
Edward D. Jones & Co. 9.08%
Vanguard Marketing Corporation 7.07%
Morgan Stanley DW Inc. 6.20%
Institutional Shares Northern Trust, FBO New York College 13.24%
Savings Plan Growth Stock Index Portfolio,
Newton, MA
Charles Schwab & Co., Inc., San Francisco, CA 12.57%
Fidelity Investments Institutional 12.34%
Operations Company Inc., Covington, KY

46
Title of Class Name and Address of Shareholder Percent of Class
Investor Shares Ascensus Trust Company, Vanguard House 59.07%
Account Frontier Pro, Fargo, ND

Vanguard Health Care Fund


• A series of Vanguard Specialized Funds (FYE 1/31).
• Advised by Wellington Management Company LLP.
• Net assets of $48,664,424,580 and 461,311,482 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares Charles Schwab & Co., Inc., San Francisco, CA 21.78%
National Financial Services LLC, 10.52%
Jersey City, NJ

Vanguard Health Care Index Fund


• A series of Vanguard World Fund (FYE 8/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $21,558,131,239 and 87,033,731 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


ETF Shares Charles Schwab & Co., Inc. 20.89%
Vanguard Marketing Corporation 16.35%
National Financial Services LLC 11.63%
Morgan Stanley DW Inc. 6.38%
Merrill Lynch, Pierce, Fenner & Smith Inc. 5.08%

Vanguard High Dividend Yield Index Fund


• A series of Vanguard Whitehall Funds (FYE 10/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $72,735,811,726 and 816,612,014 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares National Financial Services LLC, 11.72%
Jersey City, NJ
Charles Schwab & Co., Inc., San Francisco, CA 8.54%
ETF Shares Charles Schwab & Co., Inc. 21.25%
National Financial Services LLC 12.99%
Vanguard Marketing Corporation 10.54%
Morgan Stanley DW Inc. 6.04%
Merrill Lynch, Pierce, Fenner & Smith Inc. 5.38%

47
Vanguard High-Yield Corporate Fund
• A series of Vanguard Fixed Income Securities Funds (FYE 1/31).
• Advised by Vanguard Fixed Income Group; Wellington Management Company LLP.
• Net assets of $24,940,705,935 and 4,514,239,339 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Charles Schwab & Co., Inc., San Francisco, CA 10.65%
National Financial Services LLC, 7.07%
Jersey City, NJ
Investor Shares Charles Schwab & Co., Inc., San Francisco, CA 23.10%
National Financial Services LLC, 12.93%
Jersey City, NJ

Vanguard High-Yield Tax-Exempt Fund


• A series of Vanguard Municipal Bond Funds (FYE 10/31).
• Advised by Vanguard Fixed Income Group.
• Net assets of $16,442,543,953 and 1,508,233,991 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Charles Schwab & Co., Inc., San Francisco, CA 13.52%
National Financial Services LLC, 8.89%
Jersey City, NJ
Investor Shares Charles Schwab & Co., Inc., San Francisco, CA 28.07%
National Financial Services LLC, 26.12%
Jersey City, NJ

Vanguard Industrials Index Fund


• A series of Vanguard World Fund (FYE 8/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $6,011,928,078 and 24,442,539 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares National Financial Services LLC, 7.91%
Jersey City, NJ
J.P. Morgan Securities LLC, Omnibus 6.71%
Account, Brooklyn, NY

48
Title of Class Name and Address of Shareholder Percent of Class
ETF Shares Merrill Lynch, Pierce, Fenner & Smith Inc. 23.83%
Charles Schwab & Co., Inc. 16.80%
National Financial Services LLC 9.34%
Vanguard Marketing Corporation 8.91%
UBS Financial Services LLC 5.93%
Morgan Stanley DW Inc. 5.90%

Vanguard Inflation-Protected Securities Fund


• A series of Vanguard Bond Index Funds (FYE 12/31).
• Advised by Vanguard Fixed Income Group.
• Net assets of $27,348,740,723 and 1,945,550,294 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares National Financial Services LLC, 12.15%
Jersey City, NJ
Charles Schwab & Co., Inc., San Francisco, CA 10.87%
Institutional Shares Fidelity Investments Institutional 14.14%
Operations Company Inc., Covington, KY
TIAA Trust, N.A., Charlotte, NC 11.75%
National Financial Services LLC, 7.83%
Jersey City, NJ
Charles Schwab & Co., Inc., San Francisco, CA 6.23%
Investor Shares Charles Schwab & Co., Inc., San Francisco, CA 20.77%
National Financial Services LLC, 12.00%
Jersey City, NJ

Vanguard Information Technology Index Fund


• A series of Vanguard World Fund (FYE 8/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $90,972,702,594 and 176,974,303 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Charles Schwab & Co., Inc., San Francisco, CA 7.64%
ETF Shares Vanguard Marketing Corporation 17.40%
Charles Schwab & Co., Inc. 16.64%
Merrill Lynch, Pierce, Fenner & Smith Inc. 15.92%
National Financial Services LLC 10.93%
Morgan Stanley DW Inc. 5.13%

49
Vanguard Institutional Index Fund
• A series of Vanguard Institutional Index Funds (FYE 12/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $309,797,999,310 and 653,388,237 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Institutional Plus Shares Fidelity Investments Institutional 19.51%
Operations Company Inc., Covington, KY
TIAA Trust, N.A., Charlotte, NC 11.45%
National Financial Services LLC, 6.52%
Jersey City, NJ
Institutional Shares National Financial Services LLC, 8.06%
Jersey City, NJ
Fidelity Investments Institutional 7.97%
Operations Company Inc., Covington, KY
TIAA Trust, N.A., Charlotte, NC 6.82%

Vanguard Institutional Intermediate-Term Bond Fund


• A series of Vanguard Malvern Funds (FYE 9/30).
• Advised by Vanguard Fixed Income Group.
• Net assets of $31,524,143,435 and 1,451,953,626 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Institutional Plus Shares Northern Trust, FBO Vanguard Fiduciary 5.63%
Trust Company Contract Mm30051, Valley
Forge, PA
Northern Trust, FBO Vanguard Fiduciary 5.61%
Trust Company Contract Nwlrst, Valley
Forge, PA
Northern Trust, FBO Vanguard Fiduciary 5.56%
Trust Company Contract Mgt9615A, Valley
Forge, PA
Northern Trust, FBO Vanguard Fiduciary 5.40%
Trust Company Contract Nyga29700, Valley
Forge, PA
Northern Trust, FBO Vanguard Fiduciary 5.40%
Trust Company Contract Pru 62313, Valley
Forge, PA
Northern Trust, FBO Vanguard Fiduciary 5.03%
Trust Company Contract Pac027822, Valley
Forge, PA

50
Vanguard Institutional Short-Term Bond Fund
• A series of Vanguard Malvern Funds (FYE 9/30).
• Advised by Vanguard Fixed Income Group.
• Net assets of $5,873,521,932 and 441,505,531 outstanding shares.
• There were no shareholders with more than 5% record and/or beneficial ownership of
this fund’s shares.

Vanguard Institutional Total Stock Market Index Fund


• A series of Vanguard Institutional Index Funds (FYE 12/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $31,427,761,722 and 320,170,559 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Institutional Plus Shares Vanguard Retirement and Savings Plan, 8.76%
Malvern, PA
Lilly Endowment Inc., Indianapolis, IN 6.14%
Fidelity Investments Institutional 6.03%
Operations Company Inc., Covington, KY
Institutional Shares Fidelity Investments Institutional 16.03%
Operations Company Inc., Covington, KY
US Bank N.A., FBO Capino, Milwaukee, WI 14.67%
National Financial Services LLC, 8.76%
Jersey City, NJ
Lakeside School, Seattle, WA 5.29%
Farm Bureau Mutual Insurance Company of 5.01%
Michigan, Lansing, MI

Vanguard Intermediate-Term Bond Index Fund


• A series of Vanguard Bond Index Funds (FYE 12/31).
• Advised by Vanguard Fixed Income Group.
• Net assets of $42,059,748,875 and 2,342,359,642 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Charles Schwab & Co., Inc., San Francisco, CA 10.52%
National Financial Services LLC, 8.25%
Jersey City, NJ
ETF Shares Charles Schwab & Co., Inc. 24.42%
National Financial Services LLC 14.74%
Vanguard Marketing Corporation 7.91%
Edward D. Jones & Co. 7.54%
Pershing LLC 6.84%

51
Title of Class Name and Address of Shareholder Percent of Class
Institutional Plus Shares Mid Atlantic Clearing and Settlement 30.84%
Corporation, FBO Matc Omnibus Div
Reinvest Ltcg., Pittsburgh, PA
National Financial Services LLC, 25.56%
Jersey City, NJ
Empower Annuity Insurance Company of 16.99%
America, FBO DTE US Intermediate Bond
Index, Greenwood Village, CO
Mg Trust Company - Matrix, FBO Gundersen 12.32%
Lutheran Employees, Phoenix, AZ
Mac and Company-BNY Mellon, A/C 10.51%
710986, Pittsburgh, PA
Institutional Shares Fidelity Investments Institutional 10.14%
Operations Company Inc., Covington, KY
Charles Schwab & Co., Inc., San Francisco, CA 7.89%
National Financial Services LLC, 6.75%
Jersey City, NJ
TIAA Trust, N.A., Charlotte, NC 6.64%
State Street Bank and Trust Company, 5.93%
Transamerica Retirement Solutions
Corporation Omnibus Account, Harrison, NY
Minnesota Life Insurance Company/ 5.80%
Securian, Saint Paul, MN
Investor Shares Ascensus Trust Company, Vanguard House 33.77%
Account Frontier Pro, Fargo, ND
Dayton Progress/PCS Employee Retirement 8.13%
Plan, Dayton, OH
Stockman Financial Corporation 401(K) 6.78%
Plan, Billings, MT
Hutchinson Aerospace & Industry, Inc. 6.20%
401(K) Plan, Hopkinton, MA
Aerospace Voluntary Annuity/Account 5.11%
Program, Los Angeles, CA

52
Vanguard Intermediate-Term Corporate Bond Index Fund
• A series of Vanguard Scottsdale Funds (FYE 8/31).
• Advised by Vanguard Fixed Income Group.
• Net assets of $53,260,376,928 and 688,150,006 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Charles Schwab & Co., Inc., San Francisco, CA 9.90%
ETF Shares Charles Schwab & Co., Inc. 21.08%
National Financial Services LLC 11.05%
Merrill Lynch, Pierce, Fenner & Smith Inc. 10.29%
J.P. Morgan Chase Bank, N.A. 8.87%
J.P. Morgan Clearing Corp. 6.37%
The Bank of New York Mellon 5.22%
Institutional Shares SEI Private Trust Company, Principal 24.47%
Financial, Oaks, PA
Citibank, N.A. Ashland Asbestos Defense 18.18%
Trust, New York, NY
Pacific Life Foundation, Newport Beach, CA 9.08%
Munich Reinsurance America Inc. Pension 7.77%
Plan, Princeton, NJ
Northern Trust, FBO Modern Woodmen 6.85%
Retirement, Chicago, IL
Citibank, N.A. Ashland Environmental 5.64%
Account, New York, NY
US Bank N.A., FBO Capino, Milwaukee, WI 5.34%
New England Regional Council of 5.32%
Carpenters, Dorchester, MA

Vanguard Intermediate-Term Investment-Grade Fund


• A series of Vanguard Fixed Income Securities Funds (FYE 1/31).
• Advised by Vanguard Fixed Income Group.
• Net assets of $35,527,119,262 and 3,988,054,057 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Charles Schwab & Co., Inc., San Francisco, CA 12.58%
National Financial Services LLC, 5.60%
Jersey City, NJ
Investor Shares Charles Schwab & Co., Inc., San Francisco, CA 17.20%
National Financial Services LLC, 11.30%
Jersey City, NJ

53
Vanguard Intermediate-Term Tax-Exempt Bond ETF
• A series of Vanguard Municipal Bond Funds (FYE 10/31).
• Advised by Vanguard Fixed Income Group.
• Net assets of $247,626,784 and 2,450,000 outstanding shares.
• There were no shareholders with more than 5% record and/or beneficial ownership of
this fund’s shares.

Vanguard Intermediate-Term Tax-Exempt Fund


• A series of Vanguard Municipal Bond Funds (FYE 10/31).
• Advised by Vanguard Fixed Income Group.
• Net assets of $76,253,643,521 and 5,522,670,968 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Charles Schwab & Co., Inc., San Francisco, CA 22.19%
National Financial Services LLC, 14.43%
Jersey City, NJ
J.P. Morgan Securities LLC, Omnibus 8.29%
Account, Brooklyn, NY
Investor Shares Charles Schwab & Co., Inc., San Francisco, CA 34.90%
National Financial Services LLC, 18.20%
Jersey City, NJ

Vanguard Intermediate-Term Treasury Fund


• A series of Vanguard Fixed Income Securities Funds (FYE 1/31).
• Advised by Vanguard Fixed Income Group.
• Net assets of $6,837,401,137 and 674,781,831 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares National Financial Services LLC, 14.81%
Jersey City, NJ
Charles Schwab & Co., Inc., San Francisco, CA 9.71%
Investor Shares Charles Schwab & Co., Inc., San Francisco, CA 11.05%
National Financial Services LLC, 10.45%
Jersey City, NJ

54
Vanguard Intermediate-Term Treasury Index Fund
• A series of Vanguard Scottsdale Funds (FYE 8/31).
• Advised by Vanguard Fixed Income Group.
• Net assets of $37,934,410,876 and 835,435,497 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Charles Schwab & Co., Inc., San Francisco, CA 36.15%
National Financial Services LLC, 10.01%
Jersey City, NJ
ETF Shares Charles Schwab & Co., Inc. 20.31%
National Financial Services LLC 16.73%
J.P. Morgan Chase Bank, N.A. 13.05%
Merrill Lynch, Pierce, Fenner & Smith Inc. 10.22%
Pershing LLC 5.31%
The Bank of New York Mellon 5.14%
Institutional Shares National Financial Services LLC, 23.79%
Jersey City, NJ
Charles Schwab & Co., Inc., San Francisco, CA 16.12%
US Bank N.A., FBO Capino, Milwaukee, WI 6.28%

Vanguard International Core Stock Fund


• A series of Vanguard Horizon Funds (FYE 9/30).
• Advised by Wellington Management Company LLP.
• Net assets of $1,981,628,629 and 75,308,372 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Northern Trust, FBO VFTC, FBO Fedex VG 7.65%
Intl., Valley Forge, PA
Investor Shares Ascensus Trust Company, FBO Omnibus 5.35%
Reinvest, Fargo, ND

Vanguard International Dividend Appreciation Index Fund


• A series of Vanguard Whitehall Funds (FYE 10/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $7,896,019,395 and 94,526,288 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Charles Schwab & Co., Inc., San Francisco, CA 11.05%
FCCI Insurance Company, Sarasota, FL 7.75%

55
Title of Class Name and Address of Shareholder Percent of Class
ETF Shares Charles Schwab & Co., Inc. 29.75%
National Financial Services LLC 11.93%
Edward D. Jones & Co. 8.93%
Morgan Stanley DW Inc. 8.18%
Pershing LLC 6.69%
Vanguard Marketing Corporation 6.04%
Merrill Lynch, Pierce, Fenner & Smith Inc. 5.65%

Vanguard International Dividend Growth Fund


• A series of Vanguard Whitehall Funds (FYE 10/31).
• Advised by Wellington Management Company LLP.
• Net assets of $119,695,225 and 10,119,701 outstanding shares.
• There were no shareholders with more than 5% record and/or beneficial ownership of
this fund’s shares.

Vanguard International Explorer Fund


• A series of Vanguard Whitehall Funds (FYE 10/31).
• Advised by Baillie Gifford Overseas Ltd.; Schroder Investment Management North
America Inc.; Wellington Management Company LLP.
• Net assets of $1,444,410,994 and 77,274,910 outstanding shares.
• There were no shareholders with more than 5% record and/or beneficial ownership of
this fund’s shares.

Vanguard International Growth Fund


• A series of Vanguard World Fund (FYE 8/31).
• Advised by Baillie Gifford Overseas Ltd.; Schroder Investment Management North
America Inc.
• Net assets of $46,430,821,486 and 523,718,626 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Charles Schwab & Co., Inc., San Francisco, CA 8.67%
Fidelity Investments Institutional 6.07%
Operations Company Inc., Covington, KY
National Financial Services LLC, 5.61%
Jersey City, NJ
Investor Shares Vanguard STAR Fund, Valley Forge, PA 32.58%
Charles Schwab & Co., Inc., San Francisco, CA 10.28%
National Financial Services LLC, 6.71%
Jersey City, NJ

56
Vanguard International High Dividend Yield Index Fund
• A series of Vanguard Whitehall Funds (FYE 10/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $8,662,684,386 and 125,663,162 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Northern Trust, FBO Commissioners of The 26.53%
Land, Chicago, IL
Charles Schwab & Co., Inc., San Francisco, CA 7.53%
FCCI Insurance Company, Sarasota, FL 5.75%
ETF Shares Charles Schwab & Co., Inc. 30.44%
National Financial Services LLC 10.71%
Vanguard Marketing Corporation 8.80%
Edward D. Jones & Co. 7.68%
Morgan Stanley DW Inc. 6.06%

Vanguard International Value Fund


• A series of Vanguard Trustees’ Equity Fund (FYE 10/31).
• Advised by ARGA Investment Management, LP; Lazard Asset Management LLC;
Sprucegrove Investment Management Ltd.
• Net assets of $13,974,616,793 and 311,113,104 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares Vanguard STAR Fund, Valley Forge, PA 16.37%
Charles Schwab & Co., Inc., San Francisco, CA 11.18%
Fidelity Investments Institutional 5.14%
Operations Company Inc., Covington, KY

Vanguard Large-Cap Index Fund


• A series of Vanguard Index Funds (FYE 12/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $55,902,731,706 and 258,824,223 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Charles Schwab & Co., Inc., San Francisco, CA 13.07%
National Financial Services LLC, 9.38%
Jersey City, NJ

57
Title of Class Name and Address of Shareholder Percent of Class
ETF Shares Charles Schwab & Co., Inc. 29.85%
Edward D. Jones & Co. 14.78%
National Financial Services LLC 10.59%
Vanguard Marketing Corporation 5.68%
Pershing LLC 5.42%
Institutional Shares Empower Annuity Insurance Company of 12.38%
America, FBO Employee Benefit Clients
401K, Greenwood Village, CO
Charles Schwab & Co., Inc., San Francisco, CA 9.61%
National Financial Services LLC, 8.98%
Jersey City, NJ
Mac and Company-BNY Mellon, A/C 8.67%
866757, Pittsburgh, PA
Pershing LLC, Jersey City, NJ 5.35%
Empower Annuity Insurance Company of 5.25%
America, FBO Plumbers Local Union No. 1
Empl, Greenwood Village, CO
Investor Shares Ascensus Trust Company, Vanguard House 43.67%
Account Frontier Pro, Fargo, ND
Eagle Corporation Employees Flexible 14.87%
Compensation Plan, Charlottesville, VA
QRM 401(K) Retirement Savings Plan, 13.78%
Chicago, IL
University of Minnesota Optional 10.38%
Retirement Plan, Minneapolis, MN
Aerospace Voluntary Annuity/Account 5.90%
Program, Los Angeles, CA
Brightsphere Inc. Profit Sharing and 401(K) 5.86%
Plan, Boston, MA

Vanguard LifeStrategy Conservative Growth Fund


• A series of Vanguard STAR Funds (FYE 10/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $10,555,372,343 and 481,956,198 outstanding shares.
• There were no shareholders with more than 5% record and/or beneficial ownership of
this fund’s shares.

58
Vanguard LifeStrategy Growth Fund
• A series of Vanguard STAR Funds (FYE 10/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $22,585,332,060 and 478,727,078 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares Charles Schwab & Co., Inc., San Francisco, CA 7.39%

Vanguard LifeStrategy Income Fund


• A series of Vanguard STAR Funds (FYE 10/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $4,080,528,703 and 257,296,346 outstanding shares.
• There were no shareholders with more than 5% record and/or beneficial ownership of
this fund’s shares.

Vanguard LifeStrategy Moderate Growth Fund


• A series of Vanguard STAR Funds (FYE 10/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $21,970,582,861 and 650,053,547 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares Charles Schwab & Co., Inc., San Francisco, CA 6.10%

Vanguard Limited-Term Tax-Exempt Fund


• A series of Vanguard Municipal Bond Funds (FYE 10/31).
• Advised by Vanguard Fixed Income Group.
• Net assets of $30,358,544,270 and 2,773,225,819 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares National Financial Services LLC, 21.45%
Jersey City, NJ
Charles Schwab & Co., Inc., San Francisco, CA 15.99%
J.P. Morgan Securities LLC, Omnibus 5.61%
Account, Brooklyn, NY
Investor Shares Charles Schwab & Co., Inc., San Francisco, CA 36.42%
National Financial Services LLC, 17.40%
Jersey City, NJ

59
Vanguard Long-Term Bond Index Fund
• A series of Vanguard Bond Index Funds (FYE 12/31).
• Advised by Vanguard Fixed Income Group.
• Net assets of $9,369,192,075 and 364,877,853 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Charles Schwab & Co., Inc., San Francisco, CA 8.54%
ETF Shares National Financial Services LLC 18.37%
Charles Schwab & Co., Inc. 16.18%
Vanguard Marketing Corporation 14.03%
Pershing LLC 6.61%
First Clearing, LLC 5.29%
Institutional Plus Shares Munich Reinsurance America Inc. Pension 59.55%
Plan, Princeton, NJ
Stanford University Staff Retirement 33.08%
Annuity Plan, Redwood City, CA
National Financial Services LLC, 5.56%
Jersey City, NJ
Institutional Shares US Bank N.A., FBO Capino, Milwaukee, WI 18.65%
Mac and Company-BNY Mellon, A/C 10.84%
511839, Pittsburgh, PA
SEI Private Trust Company, Principal 10.73%
Financial, Oaks, PA
Charles Schwab & Co., Inc., San Francisco, CA 5.31%

Vanguard Long-Term Corporate Bond Index Fund


• A series of Vanguard Scottsdale Funds (FYE 8/31).
• Advised by Vanguard Fixed Income Group.
• Net assets of $15,135,545,535 and 209,408,750 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Reliance Trust Company, FBO Maril & Co., 13.81%
FBO NG, Atlanta, GA
ETF Shares The Bank of New York Mellon 43.39%
Charles Schwab & Co., Inc. 8.17%
National Financial Services LLC 5.66%

60
Title of Class Name and Address of Shareholder Percent of Class
Institutional Shares New York University Retiree Health and 48.31%
Welfare Plan, New York, NY
Charles Schwab & Co., Inc., San Francisco, CA 25.30%
Mac and Company-BNY Mellon, A/C 13.35%
695307, Pittsburgh, PA
Northern Trust, FBO Ppa - Cash 4492957, 9.04%
Chicago, IL

Vanguard Long-Term Investment-Grade Fund


• A series of Vanguard Fixed Income Securities Funds (FYE 1/31).
• Advised by Vanguard Fixed Income Group; Wellington Management Company LLP.
• Net assets of $16,367,803,580 and 1,998,885,841 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares National Financial Services LLC, 8.12%
Jersey City, NJ
Charles Schwab & Co., Inc., San Francisco, CA 6.79%
Transocean U.S. Retirement Plan, 5.04%
Houston, TX
Investor Shares Vanguard STAR Fund, Valley Forge, PA 72.65%

Vanguard Long-Term Tax-Exempt Fund


• A series of Vanguard Municipal Bond Funds (FYE 10/31).
• Advised by Vanguard Fixed Income Group.
• Net assets of $17,961,779,427 and 1,622,725,036 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares National Financial Services LLC, 13.75%
Jersey City, NJ
Charles Schwab & Co., Inc., San Francisco, CA 10.41%
Investor Shares Charles Schwab & Co., Inc., San Francisco, CA 30.03%
National Financial Services LLC, 17.33%
Jersey City, NJ

61
Vanguard Long-Term Treasury Fund
• A series of Vanguard Fixed Income Securities Funds (FYE 1/31).
• Advised by Vanguard Fixed Income Group.
• Net assets of $3,202,074,268 and 366,721,514 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares US Bank N.A., FBO Capino, Milwaukee, WI 9.97%
National Financial Services LLC, 6.31%
Jersey City, NJ
Fidelity Investments Institutional 5.20%
Operations Company Inc., Covington, KY
Investor Shares Variable Annuity Life Insurance Company, 18.67%
Houston, TX
National Financial Services LLC, 10.17%
Jersey City, NJ
Charles Schwab & Co., Inc., San Francisco, CA 8.58%
Morgan Stanley Smith Barney, New York, NY 5.46%

Vanguard Long-Term Treasury Index Fund


• A series of Vanguard Scottsdale Funds (FYE 8/31).
• Advised by Vanguard Fixed Income Group.
• Net assets of $19,739,193,478 and 445,272,176 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares National Financial Services LLC, 12.44%
Jersey City, NJ
ETF Shares J.P. Morgan Clearing Corp. 15.24%
Charles Schwab & Co., Inc. 13.90%
Ameriprise Advisor Services, Inc. 9.75%
Merrill Lynch, Pierce, Fenner & Smith Inc. 9.51%
National Financial Services LLC 7.56%
Pershing LLC 7.15%
J.P. Morgan Chase Bank, N.A. 5.16%
Institutional Shares National Financial Services LLC, 46.11%
Jersey City, NJ
Northern Trust, FBO Willis Towers Watson 5.52%
Savings Plan for Employees - DV, Chicago, IL
Brown Brothers Harriman & Co., Bank 5.03%
Lombard Odier & Co., Ltd. Swiss Pension,
New York, NY

62
Vanguard Market Liquidity Fund
• A series of Vanguard CMT Funds (FYE 8/31).
• Advised by Vanguard Fixed Income Group.
• Net assets of $80,622,291,935 and 749,494,322 outstanding shares.
• There were no shareholders with more than 5% record and/or beneficial ownership of
this fund’s shares.

Vanguard Market Neutral Fund


• A series of Vanguard Montgomery Funds (FYE 12/31).
• Advised by Vanguard Quantitative Equity Group.
• Net assets of $490,148,269 and 34,035,985 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Institutional Shares National Financial Services LLC, 76.07%
Jersey City, NJ
US Bank N.A., FBO Capino, Milwaukee, WI 23.19%
Investor Shares National Financial Services LLC, 12.70%
Jersey City, NJ

Vanguard Massachusetts Tax-Exempt Fund


• A series of Vanguard Massachusetts Tax-Exempt Funds (FYE 11/30).
• Advised by Vanguard Fixed Income Group.
• Net assets of $2,914,290,587 and 282,226,231 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares National Financial Services LLC, 28.24%
Jersey City, NJ
Charles Schwab & Co., Inc., San Francisco, CA 13.60%

Vanguard Materials Index Fund


• A series of Vanguard World Fund (FYE 8/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $4,351,252,723 and 26,352,485 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Charles Schwab & Co., Inc., San Francisco, CA 24.03%
US Bank N.A., FBO Capino, Milwaukee, WI 10.59%

63
Title of Class Name and Address of Shareholder Percent of Class
ETF Shares Charles Schwab & Co., Inc. 23.58%
Vanguard Marketing Corporation 16.77%
Merrill Lynch, Pierce, Fenner & Smith Inc. 12.45%
National Financial Services LLC 11.18%
Pershing LLC 7.33%

Vanguard Mega Cap Growth Index Fund


• A series of Vanguard World Fund (FYE 9/30).
• Advised by Vanguard Equity Index Group.
• Net assets of $23,010,662,522 and 71,403,121 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


ETF Shares National Financial Services LLC 22.82%
Charles Schwab & Co., Inc. 18.28%
Vanguard Marketing Corporation 14.29%
Pershing LLC 8.06%
Morgan Stanley DW Inc. 6.50%
Merrill Lynch, Pierce, Fenner & Smith Inc. 5.40%
Institutional Shares Chengwen C. Wang, Covina, CA 36.93%
J.P. Morgan Securities LLC, Omnibus 24.55%
Account, Brooklyn, NY
Reliance Trust Company, FBO Jockey 22.55%
International Inc., Atlanta, GA
National Financial Services LLC, 14.53%
Jersey City, NJ

Vanguard Mega Cap Index Fund


• A series of Vanguard World Fund (FYE 8/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $6,427,628,269 and 30,572,261 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


ETF Shares Charles Schwab & Co., Inc. 28.05%
National Financial Services LLC 15.53%
Vanguard Marketing Corporation 11.47%
Merrill Lynch, Pierce, Fenner & Smith Inc. 7.68%

64
Title of Class Name and Address of Shareholder Percent of Class
Institutional Shares State Street Bank and Trust Company, FBO 45.43%
Liberty Energy Utilities DB Plan, Overland
Park, KS
Community Foundation of New Jersey 15.44%
Balance Portfolio Pool, Morristown, NJ
SEI Private Trust Company, Principal 10.58%
Financial, Oaks, PA
Federation of State Boards of Physical 8.31%
Therapy, Alexandria, VA

Vanguard Mega Cap Value Index Fund


• A series of Vanguard World Fund (FYE 8/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $8,617,704,889 and 66,626,893 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


ETF Shares National Financial Services LLC 33.57%
Charles Schwab & Co., Inc. 16.30%
Merrill Lynch, Pierce, Fenner & Smith Inc. 8.18%
Morgan Stanley DW Inc. 6.66%
Vanguard Marketing Corporation 5.74%
Institutional Shares Cincinnati Bengals Inc., Cincinnati, OH 10.75%
National Financial Services LLC, 9.28%
Jersey City, NJ

Vanguard Mid-Cap Growth Fund


• A series of Vanguard Whitehall Funds (FYE 10/31).
• Advised by Frontier Capital Management Co., LLC; Wellington Management Company LLP.
• Net assets of $3,089,472,656 and 116,633,989 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares Fidelity Investments Institutional 6.98%
Operations Company Inc., Covington, KY
National Financial Services LLC, 6.89%
Jersey City, NJ

65
Vanguard Mid-Cap Growth Index Fund
• A series of Vanguard Index Funds (FYE 12/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $26,360,462,187 and 174,594,004 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Charles Schwab & Co., Inc., San Francisco, CA 13.13%
ETF Shares National Financial Services LLC 23.33%
Charles Schwab & Co., Inc. 21.13%
Morgan Stanley DW Inc. 7.36%
Vanguard Marketing Corporation 7.12%
Pershing LLC 5.45%
Edward D. Jones & Co. 5.05%
Investor Shares Ascensus Trust Company, Vanguard House 77.53%
Account Frontier Pro, Fargo, ND
Georgetown University Retirement Plan, 12.57%
Washington, DC

Vanguard Mid-Cap Index Fund


• A series of Vanguard Index Funds (FYE 12/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $175,628,821,843 and 848,517,654 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Charles Schwab & Co., Inc., San Francisco, CA 12.45%
National Financial Services LLC, 5.83%
Jersey City, NJ
ETF Shares Charles Schwab & Co., Inc. 20.07%
National Financial Services LLC 10.75%
Edward D. Jones & Co. 9.20%
First Clearing, LLC 6.86%
UBS Financial Services LLC 5.54%
Vanguard Marketing Corporation 5.41%

66
Title of Class Name and Address of Shareholder Percent of Class
Institutional Plus Shares Fidelity Investments Institutional 20.54%
Operations Company Inc., Covington, KY
Mac and Company-BNY Mellon, A/C 15.63%
489031, Pittsburgh, PA
Northern Trust, FBO New York College 9.07%
Savings Plan Mid-Cap Stock Index Portfolio,
Newton, MA
Northern Trust, FBO Accenture United 7.30%
States 401(K) Match and Savings Plan,
Chicago, IL
Institutional Shares Fidelity Investments Institutional 14.43%
Operations Company Inc., Covington, KY
Charles Schwab & Co., Inc., San Francisco, CA 8.64%
Investor Shares Ascensus Trust Company, Vanguard House 35.51%
Account Frontier Pro, Fargo, ND

Vanguard Mid-Cap Value Index Fund


• A series of Vanguard Index Funds (FYE 12/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $31,155,483,873 and 259,511,359 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Charles Schwab & Co., Inc., San Francisco, CA 16.57%
National Financial Services LLC, 7.42%
Jersey City, NJ
Fidelity Investments Institutional 6.20%
Operations Company Inc., Covington, KY
ETF Shares Charles Schwab & Co., Inc. 23.98%
National Financial Services LLC 19.11%
Morgan Stanley DW Inc. 7.36%
Edward D. Jones & Co. 6.40%
Vanguard Marketing Corporation 5.16%
Investor Shares Ascensus Trust Company, Vanguard House 86.12%
Account Frontier Pro, Fargo, ND

67
Vanguard Mortgage-Backed Securities Index Fund
• A series of Vanguard Scottsdale Funds (FYE 8/31).
• Advised by Vanguard Fixed Income Group.
• Net assets of $19,742,042,678 and 456,543,505 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares National Financial Services LLC, 31.25%
Jersey City, NJ
Charles Schwab & Co., Inc., San Francisco, CA 18.53%
SEI Private Trust Company, Truist, Oaks, PA 11.81%
ETF Shares Charles Schwab & Co., Inc. 42.20%
Merrill Lynch, Pierce, Fenner & Smith Inc. 18.62%
National Financial Services LLC 9.42%
Institutional Shares National Financial Services LLC, 62.24%
Jersey City, NJ
Pershing LLC, Jersey City, NJ 27.56%
Government Employees Health Association 5.20%
Inc., Lees Summit, MO

Vanguard Multi-Sector Income Bond Fund


• A series of Vanguard Malvern Funds (FYE 9/30).
• Advised by Vanguard Fixed Income Group.
• Net assets of $206,253,365 and 12,381,689 outstanding shares.
• There were no shareholders with more than 5% record and/or beneficial ownership of
this fund’s shares.

Vanguard Municipal Low Duration Fund


• A series of Vanguard CMT Funds (FYE 8/31).
• Advised by Vanguard Fixed Income Group.
• Net assets of $3,209,237,963 and 341,655,097 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares Vanguard Intermediate-Term Tax-Exempt 27.78%
Fund, Valley Forge, PA
Vanguard High-Yield Tax-Exempt Fund, 19.10%
Valley Forge, PA
Vanguard Limited-Term Tax-Exempt Fund, 17.92%
Valley Forge, PA
Vanguard Long-Term Tax-Exempt Fund, 15.27%
Valley Forge, PA

68
Vanguard Municipal Money Market Fund
• A series of Vanguard Municipal Bond Funds (FYE 10/31).
• Advised by Vanguard Fixed Income Group.
• Net assets of $17,673,859,315 and 17,670,988,528 outstanding shares.
• There were no shareholders with more than 5% record and/or beneficial ownership of
this fund’s shares.

Vanguard New Jersey Long-Term Tax-Exempt Fund


• A series of Vanguard New Jersey Tax-Free Funds (FYE 11/30).
• Advised by Vanguard Fixed Income Group.
• Net assets of $2,583,459,607 and 223,158,452 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Charles Schwab & Co., Inc., San Francisco, CA 6.12%
Investor Shares National Financial Services LLC, 25.19%
Jersey City, NJ
Charles Schwab & Co., Inc., San Francisco, CA 22.39%
Merrill Lynch Pierce Fenner & Smith Inc., 5.94%
Jacksonville, FL

Vanguard New York Long-Term Tax-Exempt Fund


• A series of Vanguard New York Tax-Free Funds (FYE 11/30).
• Advised by Vanguard Fixed Income Group.
• Net assets of $5,102,932,992 and 461,209,530 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Charles Schwab & Co., Inc., San Francisco, CA 9.88%
National Financial Services LLC, 6.11%
Jersey City, NJ
Investor Shares Charles Schwab & Co., Inc., San Francisco, CA 33.36%
National Financial Services LLC, 21.40%
Jersey City, NJ
J.P. Morgan Securities LLC, Omnibus 5.58%
Account, Brooklyn, NY

Vanguard New York Municipal Money Market Fund


• A series of Vanguard New York Tax-Free Funds (FYE 11/30).
• Advised by Vanguard Fixed Income Group.
• Net assets of $3,175,067,326 and 3,174,752,461 outstanding shares.
• There were no shareholders with more than 5% record and/or beneficial ownership of
this fund’s shares.

69
Vanguard Ohio Long-Term Tax-Exempt Fund
• A series of Vanguard Ohio Tax-Free Funds (FYE 11/30).
• Advised by Vanguard Fixed Income Group.
• Net assets of $1,325,227,080 and 111,516,830 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares Charles Schwab & Co., Inc., San Francisco, CA 17.14%
National Financial Services LLC, 8.21%
Jersey City, NJ

Vanguard Pacific Stock Index Fund


• A series of Vanguard International Equity Index Funds (FYE 10/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $10,572,704,380 and 157,158,800 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Charles Schwab & Co., Inc., San Francisco, CA 6.91%
Vanguard Variable Insurance Funds Total 5.16%
International Stock Market Index Portfolio,
Valley Forge, PA
ETF Shares National Financial Services LLC 16.58%
Charles Schwab & Co., Inc. 16.09%
Citibank, N.A. 15.66%
Merrill Lynch, Pierce, Fenner & Smith Inc. 6.59%
Vanguard Marketing Corporation 6.48%
Morgan Stanley DW Inc. 6.45%
Institutional Shares Charles Schwab & Co., Inc., San Francisco, CA 26.85%
J.P. Morgan Chase Bank N.A., 8.88%
Vanguard Charitable Program Pacific Stock
Pool, Brooklyn, NY

70
Title of Class Name and Address of Shareholder Percent of Class
Investor Shares Shartsis Friese LLP Profit Sharing/401(K) 17.91%
Plan, San Francisco, CA
Brightsphere Inc. Profit Sharing and 401(K) 12.38%
Plan, Boston, MA
Ascensus Trust Company, Vanguard House 11.17%
Account Frontier Pro, Fargo, ND
QRM 401(K) Retirement Savings Plan, 10.72%
Chicago, IL
Intercity Transit Employees’ Retirement Plan 6.81%
and Trust, Olympia, WA
Aerospace Voluntary Annuity/Account 6.40%
Program, Los Angeles, CA
Savings Plan for Employees of The Olayan 5.16%
Group, New York, NY

Vanguard Pennsylvania Long-Term Tax-Exempt Fund


• A series of Vanguard Pennsylvania Tax-Free Funds (FYE 11/30).
• Advised by Vanguard Fixed Income Group.
• Net assets of $3,756,351,495 and 341,941,069 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares Charles Schwab & Co., Inc., San Francisco, CA 21.65%
National Financial Services LLC, 16.81%
Jersey City, NJ

Vanguard PRIMECAP Core Fund


• A series of Vanguard Fenway Funds (FYE 9/30).
• Advised by PRIMECAP Management Company.
• Net assets of $13,167,887,041 and 360,999,138 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares Fidelity Investments Institutional 8.31%
Operations Company Inc., Covington, KY

71
Vanguard PRIMECAP Fund
• A series of Vanguard Chester Funds (FYE 9/30).
• Advised by PRIMECAP Management Company.
• Net assets of $78,333,521,246 and 432,656,839 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Fidelity Investments Institutional 6.25%
Operations Company Inc., Covington, KY
Fedex Corporation Retirement Savings Plan, 5.95%
Memphis, TN
Investor Shares Vanguard STAR Fund, Valley Forge, PA 27.98%
National Financial Services LLC, 9.49%
Jersey City, NJ

Vanguard Real Estate Index Fund


• A series of Vanguard Specialized Funds (FYE 1/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $71,507,982,355 and 1,066,736,650 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Charles Schwab & Co., Inc., San Francisco, CA 8.40%
ETF Shares Charles Schwab & Co., Inc. 25.69%
National Financial Services LLC 13.15%
Pershing LLC 7.97%
Vanguard Marketing Corporation 7.25%
Institutional Shares TIAA Trust, N.A., Charlotte, NC 18.28%
Charles Schwab & Co., Inc., San Francisco, CA 9.98%
Fidelity Investments Institutional 5.79%
Operations Company Inc., Covington, KY
Investor Shares Ascensus Trust Company, Vanguard House 41.77%
Account Frontier Pro, Fargo, ND
Georgetown University Retirement Plan, 5.72%
Washington, DC
University of Minnesota Optional 5.41%
Retirement Plan, Minneapolis, MN

72
Vanguard Real Estate II Index Fund
• A series of Vanguard Fixed Income Securities Funds (FYE 1/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $10,038,821,121 and 428,827,771 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Institutional Plus Shares Vanguard REIT Index Fund, Valley Forge, PA 97.16%

Vanguard Russell 1000 Growth Index Fund


• A series of Vanguard Scottsdale Funds (FYE 8/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $30,381,109,211 and 243,619,661 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


ETF Shares National Financial Services LLC 15.65%
Charles Schwab & Co., Inc. 15.35%
Merrill Lynch, Pierce, Fenner & Smith Inc. 13.23%
UBS Financial Services LLC 10.01%
Vanguard Marketing Corporation 7.66%
Institutional Shares State Street Bank and Trust Company, 33.22%
Transamerica Retirement Solutions
Corporation Omnibus Account, Harrison, NY
National Financial Services LLC, 8.21%
Jersey City, NJ
Mg Trust Company - Matrix, FBO Phx- 6.36%
Oneamerica (Wi Office), Phoenix, AZ

Vanguard Russell 1000 Index Fund


• A series of Vanguard Scottsdale Funds (FYE 8/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $7,503,315,348 and 24,499,834 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


ETF Shares Charles Schwab & Co., Inc. 25.06%
Vanguard Marketing Corporation 14.17%
National Financial Services LLC 9.45%
UBS Financial Services LLC 6.72%
State Street Bank and Trust Company 6.50%

73
Title of Class Name and Address of Shareholder Percent of Class
Institutional Shares National Financial Services LLC, 32.08%
Jersey City, NJ
SEI Private Trust Company, Principal 10.28%
Financial, Oaks, PA
US Bank N.A., FBO Capino, Milwaukee, WI 10.15%
Northern Trust, FBO The Confederate Tribes 6.48%
of The Grand Ronde Community of Oregon,
Chicago, IL

Vanguard Russell 1000 Value Index Fund


• A series of Vanguard Scottsdale Funds (FYE 8/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $10,948,957,828 and 118,110,838 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


ETF Shares UBS Financial Services LLC 20.71%
Merrill Lynch, Pierce, Fenner & Smith Inc. 19.64%
Charles Schwab & Co., Inc. 12.09%
National Financial Services LLC 10.79%
Morgan Stanley DW Inc. 6.21%
Institutional Shares National Financial Services LLC, 21.49%
Jersey City, NJ
SEI Private Trust Company, Principal 12.88%
Financial, Oaks, PA
Fidelity Investments Institutional 8.26%
Operations Company Inc., Covington, KY
PNC Bank, N.A., Saxon & Co., Cleveland, OH 5.63%
US Bank N.A., FBO Capino, Milwaukee, WI 5.50%
State Street Bank and Trust Company, 5.37%
Transamerica Retirement Solutions
Corporation Omnibus Account, Harrison, NY

74
Vanguard Russell 2000 Growth Index Fund
• A series of Vanguard Scottsdale Funds (FYE 8/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $1,286,197,602 and 5,598,100 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


ETF Shares Charles Schwab & Co., Inc. 20.96%
National Financial Services LLC 14.29%
Vanguard Marketing Corporation 12.86%
Pershing LLC 8.88%
The Bank of New York Mellon 7.86%
Merrill Lynch, Pierce, Fenner & Smith Inc. 7.10%
Morgan Stanley DW Inc. 5.32%
Institutional Shares Union Bank and Trust, FBO Nebraska 18.99%
Educational Savings, Lincoln, NE
John Hancock Trust Company LLC, 16.80%
Boston, MA
Fidelity Investments Institutional 15.32%
Operations Company Inc., Covington, KY
SEI Private Trust Company, M&T Bank, 13.31%
Oaks, PA
SEI Private Trust Company, Regions Bank, 6.71%
Oaks, PA
National Financial Services LLC, 6.65%
Jersey City, NJ
State Street Bank and Trust Company, 5.39%
Transamerica Retirement Solutions
Corporation Omnibus Account, Harrison, NY
Principal Life Insurance Company, Des 5.32%
Moines, IA

75
Vanguard Russell 2000 Index Fund
• A series of Vanguard Scottsdale Funds (FYE 8/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $12,301,227,682 and 133,343,986 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


ETF Shares Merrill Lynch, Pierce, Fenner & Smith Inc. 20.68%
Charles Schwab & Co., Inc. 11.32%
UBS Financial Services LLC 10.06%
The Bank of New York Mellon 9.94%
National Financial Services LLC 9.04%
Edward D. Jones & Co. 6.92%
Vanguard Marketing Corporation 5.00%
Institutional Shares National Financial Services LLC, 24.16%
Jersey City, NJ
US Bank N.A., FBO Capino, Milwaukee, WI 10.51%
State Street Bank and Trust Company, 9.97%
Transamerica Retirement Solutions
Corporation Omnibus Account, Harrison, NY
Voya Retirement Insurance and Annuity 6.94%
Company, FBO Core Market Retirement
Plans, Braintree, MA
Crowe LLP Retirement Plan, South Bend, IN 6.32%
PNC Bank, N.A., Saxon & Co., Cleveland, OH 5.30%

76
Vanguard Russell 2000 Value Index Fund
• A series of Vanguard Scottsdale Funds (FYE 8/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $916,144,000 and 5,901,359 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


ETF Shares Charles Schwab & Co., Inc. 24.79%
National Financial Services LLC 17.87%
Vanguard Marketing Corporation 13.43%
Merrill Lynch, Pierce, Fenner & Smith Inc. 9.40%
Pershing LLC 5.12%
Institutional Shares National Financial Services LLC, 42.93%
Jersey City, NJ
John Hancock Trust Company LLC, 35.88%
Boston, MA
State Street Bank and Trust Company, 15.43%
Transamerica Retirement Solutions
Corporation Omnibus Account, Harrison, NY
Charles Schwab & Co., Inc., San Francisco, CA 5.75%

Vanguard Russell 3000 Index Fund


• A series of Vanguard Scottsdale Funds (FYE 8/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $4,060,112,109 and 13,336,891 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


ETF Shares Charles Schwab & Co., Inc. 22.28%
The Bank of New York Mellon 17.34%
Northern Trust Company 10.89%
National Financial Services LLC 10.32%
Vanguard Marketing Corporation 5.88%
Institutional Shares National Financial Services LLC, 34.58%
Jersey City, NJ
Sutter Insurance Services Corporation, 9.80%
Honolulu, HI
Commerce Bank, Mori & Co., 7.01%
Kansas City, MO
SEI Private Trust Company, Principal 6.45%
Financial, Oaks, PA
US Bank N.A., FBO Capino, Milwaukee, WI 5.71%

77
Vanguard S&P 500 Growth Index Fund
• A series of Vanguard Admiral Funds (FYE 8/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $13,018,084,859 and 37,683,021 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


ETF Shares Charles Schwab & Co., Inc. 22.66%
Vanguard Marketing Corporation 19.75%
National Financial Services LLC 15.63%
Morgan Stanley DW Inc. 6.33%
J.P. Morgan Chase Bank, N.A. 6.12%
Merrill Lynch, Pierce, Fenner & Smith Inc. 5.94%
Institutional Shares Timothy Rossetti, Blue Bell, PA 78.80%
Partha Ghosh, Sewickley, PA 6.86%
David Oshea, Media, PA 6.57%

Vanguard S&P 500 Value Index Fund


• A series of Vanguard Admiral Funds (FYE 8/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $5,545,116,925 and 28,202,757 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


ETF Shares Charles Schwab & Co., Inc. 21.97%
National Financial Services LLC 17.12%
Merrill Lynch, Pierce, Fenner & Smith Inc. 11.19%
Vanguard Marketing Corporation 9.61%
Morgan Stanley DW Inc. 7.71%
Institutional Shares National Financial Services LLC, 41.42%
Jersey City, NJ
Interactive Broker LLC, Greenwich, CT 26.66%
Charles Schwab & Co., Inc., San Francisco, CA 10.19%
US Bank N.A., FBO Band & Co., 5.24%
Milwaukee, WI

78
Vanguard S&P Mid-Cap 400 Growth Index Fund
• A series of Vanguard Admiral Funds (FYE 8/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $1,256,449,795 and 9,837,023 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


ETF Shares Charles Schwab & Co., Inc. 27.84%
Vanguard Marketing Corporation 27.54%
National Financial Services LLC 13.88%
Institutional Shares John Hancock Trust Company LLC, 27.54%
Boston, MA
Charles Schwab & Co., Inc., San Francisco, CA 15.22%
US Bank N.A., FBO Capino, Milwaukee, WI 14.52%
ICMA Retirement Corporation, 13.57%
Washington, DC
Clemson University Mini Pool, Clemson 8.95%
University Foundation, Clemson, SC
Reliance Trust Company, FBO Virginia 8.06%
Hospital Center 401(K), Atlanta, GA

Vanguard S&P Mid-Cap 400 Index Fund


• A series of Vanguard Admiral Funds (FYE 8/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $3,778,496,033 and 24,944,408 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


ETF Shares Charles Schwab & Co., Inc. 18.69%
National Financial Services LLC 14.51%
Vanguard Marketing Corporation 11.67%
Morgan Stanley DW Inc. 7.82%
Merrill Lynch, Pierce, Fenner & Smith Inc. 6.13%
Pershing LLC 5.68%
State Street Bank and Trust Company 5.02%
Institutional Shares National Financial Services LLC, 22.55%
Jersey City, NJ
Charles Schwab & Co., Inc., San Francisco, CA 10.56%
Fidelity Investments Institutional 8.58%
Operations Company Inc., Covington, KY
Principal Life Insurance Company, Des 6.17%
Moines, IA

79
Vanguard S&P Mid-Cap 400 Value Index Fund
• A series of Vanguard Admiral Funds (FYE 8/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $1,046,577,950 and 9,993,479 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


ETF Shares Charles Schwab & Co., Inc. 27.74%
Vanguard Marketing Corporation 20.11%
National Financial Services LLC 13.53%
SEI Private/Gwp 8.66%
Institutional Shares Reliance Trust Company, FBO Expeditors 28.80%
International of Washington, Atlanta, GA
Voya Retirement Insurance and Annuity 24.11%
Company, FBO Arvest, Braintree, MA
Reliance Trust Company, FBO Comerica EB 18.87%
R/R, Atlanta, GA
The Peddie School, Hightstown, NJ 9.23%
Charles Schwab & Co., Inc., San Francisco, CA 7.12%
Ascensus Trust Company, FBO Omnibus 6.17%
Various Retirement Accounts, Fargo, ND

Vanguard S&P Small-Cap 600 Growth ETF


• A series of Vanguard Admiral Funds (FYE 8/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $990,349,620 and 8,260,000 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


ETF Shares Charles Schwab & Co., Inc. 23.65%
Vanguard Marketing Corporation 15.69%
National Financial Services LLC 13.06%
J.P. Morgan Chase Bank, N.A. 9.49%
Ameriprise Advisor Services, Inc. 6.31%
Morgan Stanley DW Inc. 6.23%

80
Vanguard S&P Small-Cap 600 Index Fund
• A series of Vanguard Admiral Funds (FYE 8/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $4,931,008,909 and 32,026,985 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


ETF Shares Charles Schwab & Co., Inc. 23.57%
National Financial Services LLC 16.01%
Vanguard Marketing Corporation 11.56%
Pershing LLC 9.89%
Morgan Stanley DW Inc. 6.17%
Merrill Lynch, Pierce, Fenner & Smith Inc. 6.03%
Institutional Shares National Financial Services LLC, 19.51%
Jersey City, NJ
TIAA Trust, N.A., Charlotte, NC 7.86%
Principal Life Insurance Company, Des 7.08%
Moines, IA
Empower Annuity Insurance Company of 6.63%
America, FBO Texa$avers 401K Plan,
Greenwood Village, CO
Fidelity Investments Institutional 6.31%
Operations Company Inc., Covington, KY
US Bank N.A., FBO Capino, Milwaukee, WI 5.13%

Vanguard S&P Small-Cap 600 Value Index Fund


• A series of Vanguard Admiral Funds (FYE 8/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $1,439,999,231 and 15,199,245 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


ETF Shares Charles Schwab & Co., Inc. 31.81%
Vanguard Marketing Corporation 20.63%
National Financial Services LLC 14.90%

81
Title of Class Name and Address of Shareholder Percent of Class
Institutional Shares Gordon Irlam, Los Altos, CA 20.15%
Mac and Company-BNY Mellon, A/C 18.84%
647817, Pittsburgh, PA
National Financial Services LLC, 18.50%
Jersey City, NJ
Mid Atlantic Clearing and Settlement 14.40%
Corporation, FBO Matc Omnibus Div
Reinvest Ltcg, Pittsburgh, PA
Lincoln Retirement Services Company LLC, 13.01%
FBO Sauk Prairie Tax Def, Fort Wayne, IN
Empower Annuity Insurance Company of 8.58%
America, FBO Orrick Herrington & Sutcliffe,
Greenwood Village, CO
Principal Life Insurance Company, Des 5.47%
Moines, IA

Vanguard Selected Value Fund


• A series of Vanguard Whitehall Funds (FYE 10/31).
• Advised by Cooke & Bieler, LP; Donald Smith & Co., Inc.; Pzena Investment Management,
LLC.
• Net assets of $7,141,212,880 and 222,795,076 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares Charles Schwab & Co., Inc., San Francisco, CA 9.18%
National Financial Services LLC, 6.96%
Jersey City, NJ
Fidelity Investments Institutional 6.08%
Operations Company Inc., Covington, KY

Vanguard Short Duration Tax-Exempt Bond ETF10


• A series of Vanguard Municipal Bond Funds (FYE 10/31).
• Advised by Vanguard Fixed Income Group.
• No net assets or outstanding shares.
• There were no shareholders with more than 5% record and/or beneficial ownership of
this fund’s shares.

10 Vanguard Short Duration Tax-Exempt Bond ETF commenced operations on November 21,
2024.

82
Vanguard Short-Term Bond Index Fund
• A series of Vanguard Bond Index Funds (FYE 12/31).
• Advised by Vanguard Fixed Income Group.
• Net assets of $59,338,762,121 and 2,891,209,745 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Charles Schwab & Co., Inc., San Francisco, CA 19.11%
National Financial Services LLC, 9.29%
Jersey City, NJ
ETF Shares Charles Schwab & Co., Inc. 27.35%
National Financial Services LLC 16.32%
Morgan Stanley DW Inc. 8.15%
Pershing LLC 7.76%
Institutional Plus Shares Charles Schwab & Co., Inc., San Francisco, CA 16.47%
Fidelity Investments Institutional 11.23%
Operations Company Inc., Covington, KY
State Farm 401K Savings Plan, 11.19%
Bloomington, IL
Merrill Lynch Pierce Fenner & Smith Inc., 9.54%
Jacksonville, FL
Teachers Retirement System of The City of 6.25%
New York, New York, NY
Institutional Shares National Financial Services LLC, 14.26%
Jersey City, NJ
TIAA Trust, N.A., Charlotte, NC 9.72%
US Bank N.A., FBO Capino, Milwaukee, WI 7.85%
Charles Schwab & Co., Inc., San Francisco, CA 5.53%
Fidelity Investments Institutional 5.42%
Operations Company Inc., Covington, KY
Investor Shares Ascensus Trust Company, Vanguard House 50.93%
Account Frontier Pro, Fargo, ND
Bridge, Structural, Ornamental & 7.42%
Reinforcing Ironworkers Local 207,
Youngstown, OH
Merganser Capital Management Inc. 401(K) 5.07%
Plan, Boston, MA

83
Vanguard Short-Term Corporate Bond Index Fund
• A series of Vanguard Scottsdale Funds (FYE 8/31).
• Advised by Vanguard Fixed Income Group.
• Net assets of $42,399,801,817 and 737,707,687 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Charles Schwab & Co., Inc., San Francisco, CA 18.76%
National Financial Services LLC, 13.04%
Jersey City, NJ
ETF Shares Charles Schwab & Co., Inc. 21.62%
Merrill Lynch, Pierce, Fenner & Smith Inc. 11.93%
J.P. Morgan Chase Bank, N.A. 9.06%
National Financial Services LLC 7.81%
The Bank of New York Mellon 6.61%
Morgan Stanley DW Inc. 5.58%
Institutional Shares National Financial Services LLC, 34.02%
Jersey City, NJ
The University of South Florida Board of 22.38%
Trustees, Tampa, FL
Mac and Company-BNY Mellon, A/C 5.71%
852630, Pittsburgh, PA
SEI Private Trust Company, Principal 5.51%
Financial, Oaks, PA
Pershing LLC, Jersey City, NJ 5.22%

Vanguard Short-Term Federal Fund


• A series of Vanguard Fixed Income Securities Funds (FYE 1/31).
• Advised by Vanguard Fixed Income Group.
• Net assets of $4,489,161,082 and 436,813,655 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Charles Schwab & Co., Inc., San Francisco, CA 19.73%
National Financial Services LLC, 10.16%
Jersey City, NJ
Investor Shares Charles Schwab & Co., Inc., San Francisco, CA 23.26%
National Financial Services LLC, 9.12%
Jersey City, NJ

84
Vanguard Short-Term Inflation-Protected Securities Index Fund
• A series of Vanguard Malvern Funds (FYE 9/30).
• Advised by Vanguard Fixed Income Group.
• Net assets of $54,073,250,155 and 1,958,931,585 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Vanguard Target Retirement Income Fund, 28.72%
Valley Forge, PA
Vanguard Target Retirement 2025 Fund, 24.11%
Valley Forge, PA
Vanguard Target Retirement 2020 Fund, 22.96%
Valley Forge, PA
ETF Shares Charles Schwab & Co., Inc. 30.01%
National Financial Services LLC 14.34%
J.P. Morgan Clearing Corp. 8.68%
Vanguard Marketing Corporation 7.19%
Institutional Shares Vanguard Target Retirement 2025 Fund, 23.59%
Valley Forge, PA
Vanguard Target Retirement 2020 Trust, 19.84%
Valley Forge, PA
Vanguard Target Retirement Income Trust, 18.45%
Valley Forge, PA
National Financial Services LLC, 5.23%
Jersey City, NJ
Investor Shares Ascensus Trust Company, FBO Vanguard 52.85%
Direct Frontier Trust Company, Fargo, ND
The National Mutual Insurance Company 22.89%
401(K) Savings Plan and MPP Plan, Celina,
OH
Aerospace Voluntary Annuity/Account 15.05%
Program, Los Angeles, CA
University of Minnesota Optional 9.22%
Retirement Plan, Minneapolis, MN

Vanguard Short-Term Investment-Grade Fund


• A series of Vanguard Fixed Income Securities Funds (FYE 1/31).
• Advised by Vanguard Fixed Income Group.
• Net assets of $55,242,169,884 and 5,281,537,618 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Charles Schwab & Co., Inc., San Francisco, CA 17.56%
National Financial Services LLC, 7.84%
Jersey City, NJ

85
Title of Class Name and Address of Shareholder Percent of Class
Institutional Shares Charles Schwab & Co., Inc., San Francisco, CA 17.08%
Vanguard Group Inc., Malvern, PA 12.09%
National Financial Services LLC, 12.09%
Jersey City, NJ
Investor Shares Vanguard STAR Fund, Valley Forge, PA 47.49%
Charles Schwab & Co., Inc., San Francisco, CA 14.18%
National Financial Services LLC, 7.62%
Jersey City, NJ

Vanguard Short-Term Tax-Exempt Bond ETF


• A series of Vanguard Wellington Fund (FYE 11/30).
• Advised by Vanguard Fixed Income Group.
• Net assets of $522,894,836 and 5,150,000 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


ETF Shares Charles Schwab & Co., Inc. 41.26%
Vanguard Marketing Corporation 21.61%
National Financial Services LLC 17.35%

Vanguard Short-Term Treasury Fund


• A series of Vanguard Fixed Income Securities Funds (FYE 1/31).
• Advised by Vanguard Fixed Income Group.
• Net assets of $5,745,717,803 and 576,795,556 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Charles Schwab & Co., Inc., San Francisco, CA 10.16%
National Financial Services LLC, 7.08%
Jersey City, NJ
Joel Greenberg, Gladwyne, PA 5.65%
UFT Welfare Fund, New York, NY 5.10%
Investor Shares Charles Schwab & Co., Inc., San Francisco, CA 19.56%
National Financial Services LLC, 11.06%
Jersey City, NJ

86
Vanguard Short-Term Treasury Index Fund
• A series of Vanguard Scottsdale Funds (FYE 8/31).
• Advised by Vanguard Fixed Income Group.
• Net assets of $25,030,138,488 and 563,078,368 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares National Financial Services LLC, 15.54%
Jersey City, NJ
ETF Shares Charles Schwab & Co., Inc. 26.39%
National Financial Services LLC 13.98%
Morgan Stanley DW Inc. 8.54%
J.P. Morgan Chase Bank, N.A. 6.34%
Pershing LLC 6.17%
Institutional Shares National Financial Services LLC, 29.38%
Jersey City, NJ
US Bank N.A., FBO Capino, Milwaukee, WI 22.46%
Pershing LLC, Jersey City, NJ 6.21%

Vanguard Small-Cap Growth Index Fund


• A series of Vanguard Index Funds (FYE 12/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $36,047,036,375 and 268,669,632 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Charles Schwab & Co., Inc., San Francisco, CA 10.39%
National Financial Services LLC, 5.63%
Jersey City, NJ
ETF Shares Charles Schwab & Co., Inc. 27.57%
National Financial Services LLC 15.17%
Merrill Lynch, Pierce, Fenner & Smith Inc. 14.32%
Vanguard Marketing Corporation 7.56%
Morgan Stanley DW Inc. 5.22%
Edward D. Jones & Co. 5.20%
Institutional Shares Charles Schwab & Co., Inc., San Francisco, CA 17.55%
Fidelity Investments Institutional 13.55%
Operations Company Inc., Covington, KY
TIAA Trust, N.A., Charlotte, NC 5.53%
Investor Shares Ascensus Trust Company, Vanguard House 61.77%
Account Frontier Pro, Fargo, ND
Amerisure Mutual Insurance Co. 401(K) 5.71%
Savings Plan, Farmington Hills, MI

87
Vanguard Small-Cap Index Fund
• A series of Vanguard Index Funds (FYE 12/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $151,736,644,041 and 992,659,706 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Charles Schwab & Co., Inc., San Francisco, CA 11.59%
National Financial Services LLC, 6.37%
Jersey City, NJ
ETF Shares Charles Schwab & Co., Inc. 26.92%
National Financial Services LLC 12.41%
Merrill Lynch, Pierce, Fenner & Smith Inc. 7.89%
Vanguard Marketing Corporation 6.63%
Morgan Stanley DW Inc. 5.45%
Edward D. Jones & Co. 5.22%
Institutional Plus Shares Fidelity Investments Institutional 21.66%
Operations Company Inc., Covington, KY
Northern Trust, FBO New York College 11.41%
Savings Plan Small-Cap Stock Index
Portfolio, Newton, MA
Mac and Company-BNY Mellon, A/C 10.77%
489032, Pittsburgh, PA
Northern Trust, FBO Accenture United 8.18%
States 401(K) Match and Savings Plan,
Chicago, IL
Northern Trust, FBO College Savings Plan of 6.99%
Nevada, Boston, MA
TIAA Trust, N.A., Charlotte, NC 6.09%
Institutional Shares Fidelity Investments Institutional 15.14%
Operations Company Inc., Covington, KY
Charles Schwab & Co., Inc., San Francisco, CA 9.07%
TIAA Trust, N.A., Charlotte, NC 8.46%
National Financial Services LLC, 5.05%
Jersey City, NJ
Investor Shares Ascensus Trust Company, Vanguard House 34.01%
Account Frontier Pro, Fargo, ND

88
Vanguard Small-Cap Value Index Fund
• A series of Vanguard Index Funds (FYE 12/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $58,317,650,467 and 529,496,646 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Charles Schwab & Co., Inc., San Francisco, CA 12.02%
National Financial Services LLC, 6.90%
Jersey City, NJ
ETF Shares Charles Schwab & Co., Inc. 29.06%
National Financial Services LLC 15.72%
Merrill Lynch, Pierce, Fenner & Smith Inc. 12.68%
Vanguard Marketing Corporation 7.26%
Morgan Stanley DW Inc. 5.31%
Institutional Shares Charles Schwab & Co., Inc., San Francisco, CA 17.79%
Fidelity Investments Institutional 16.20%
Operations Company Inc., Covington, KY
TIAA Trust, N.A., Charlotte, NC 11.79%
National Financial Services LLC, 10.05%
Jersey City, NJ
Investor Shares Ascensus Trust Company, Vanguard House 39.17%
Account Frontier Pro, Fargo, ND

Vanguard STAR Fund


• A series of Vanguard STAR Funds (FYE 10/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $23,922,693,826 and 805,561,987 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares Charles Schwab & Co., Inc., San Francisco, CA 5.05%

Vanguard Strategic Equity Fund


• A series of Vanguard Horizon Funds (FYE 9/30).
• Advised by Vanguard Quantitative Equity Group.
• Net assets of $9,054,668,401 and 226,101,285 outstanding shares.
• There were no shareholders with more than 5% record and/or beneficial ownership of
this fund’s shares.

89
Vanguard Strategic Small-Cap Equity Fund
• A series of Vanguard Horizon Funds (FYE 9/30).
• Advised by Vanguard Quantitative Equity Group.
• Net assets of $1,777,212,487 and 41,586,101 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares Fidelity Investments Institutional 9.72%
Operations Company Inc., Covington, KY
National Financial Services LLC, 8.34%
Jersey City, NJ

Vanguard Target Retirement 2020 Fund


• A series of Vanguard Chester Funds (FYE 9/30).
• Advised by Vanguard Equity Index Group.
• Net assets of $37,873,347,944 and 1,287,256,497 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares Fidelity Investments Institutional 19.29%
Operations Company Inc., Covington, KY
TIAA Trust, N.A., Charlotte, NC 8.26%

Vanguard Target Retirement 2025 Fund


• A series of Vanguard Chester Funds (FYE 9/30).
• Advised by Vanguard Equity Index Group.
• Net assets of $78,754,649,228 and 3,851,324,958 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares Fidelity Investments Institutional 20.55%
Operations Company Inc., Covington, KY
TIAA Trust, N.A., Charlotte, NC 6.77%
Ascensus Trust Company, Vanguard House 5.01%
Account Frontier Pro, Fargo, ND

90
Vanguard Target Retirement 2030 Fund
• A series of Vanguard Chester Funds (FYE 9/30).
• Advised by Vanguard Equity Index Group.
• Net assets of $99,058,381,837 and 2,480,894,497 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares Fidelity Investments Institutional 22.62%
Operations Company Inc., Covington, KY
TIAA Trust, N.A., Charlotte, NC 6.76%
Ascensus Trust Company, Vanguard House 5.38%
Account Frontier Pro, Fargo, ND
Charles Schwab & Co., Inc., San Francisco, CA 5.18%

Vanguard Target Retirement 2035 Fund


• A series of Vanguard Chester Funds (FYE 9/30).
• Advised by Vanguard Equity Index Group.
• Net assets of $104,179,461,178 and 4,145,024,400 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares Fidelity Investments Institutional 21.69%
Operations Company Inc., Covington, KY
TIAA Trust, N.A., Charlotte, NC 6.90%
Ascensus Trust Company, Vanguard House 5.59%
Account Frontier Pro, Fargo, ND

Vanguard Target Retirement 2040 Fund


• A series of Vanguard Chester Funds (FYE 9/30).
• Advised by Vanguard Equity Index Group.
• Net assets of $93,114,801,948 and 2,067,489,679 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares Fidelity Investments Institutional 22.93%
Operations Company Inc., Covington, KY
TIAA Trust, N.A., Charlotte, NC 7.89%
Ascensus Trust Company, Vanguard House 5.45%
Account Frontier Pro, Fargo, ND
Charles Schwab & Co., Inc., San Francisco, CA 5.30%

91
Vanguard Target Retirement 2045 Fund
• A series of Vanguard Chester Funds (FYE 9/30).
• Advised by Vanguard Equity Index Group.
• Net assets of $91,013,117,405 and 2,952,972,083 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares Fidelity Investments Institutional 21.63%
Operations Company Inc., Covington, KY
TIAA Trust, N.A., Charlotte, NC 7.19%
Ascensus Trust Company, Vanguard House 5.61%
Account Frontier Pro, Fargo, ND

Vanguard Target Retirement 2050 Fund


• A series of Vanguard Chester Funds (FYE 9/30).
• Advised by Vanguard Equity Index Group.
• Net assets of $77,440,985,240 and 1,497,621,450 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares Fidelity Investments Institutional 22.25%
Operations Company Inc., Covington, KY
TIAA Trust, N.A., Charlotte, NC 6.70%
Ascensus Trust Company, Vanguard House 5.74%
Account Frontier Pro, Fargo, ND
Charles Schwab & Co., Inc., San Francisco, CA 5.39%

Vanguard Target Retirement 2055 Fund


• A series of Vanguard Chester Funds (FYE 9/30).
• Advised by Vanguard Equity Index Group.
• Net assets of $52,015,752,390 and 901,400,574 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares Fidelity Investments Institutional 22.67%
Operations Company Inc., Covington, KY
Ascensus Trust Company, Vanguard House 6.48%
Account Frontier Pro, Fargo, ND
TIAA Trust, N.A., Charlotte, NC 5.75%

92
Vanguard Target Retirement 2060 Fund
• A series of Vanguard Chester Funds (FYE 9/30).
• Advised by Vanguard Equity Index Group.
• Net assets of $29,575,972,569 and 556,250,369 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares Fidelity Investments Institutional 20.82%
Operations Company Inc., Covington, KY
Ascensus Trust Company, FBO Vanguard 6.51%
Direct Frontier Trust Company, Fargo, ND

Vanguard Target Retirement 2065 Fund


• A series of Vanguard Chester Funds (FYE 9/30).
• Advised by Vanguard Equity Index Group.
• Net assets of $8,842,956,608 and 253,660,328 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares Fidelity Investments Institutional 17.64%
Operations Company Inc., Covington, KY
Ascensus Trust Company, FBO Vanguard 7.40%
Direct Frontier Trust Company, Fargo, ND

Vanguard Target Retirement 2070 Fund


• A series of Vanguard Chester Funds (FYE 9/30).
• Advised by Vanguard Equity Index Group.
• Net assets of $1,036,098,449 and 37,566,535 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares Fidelity Investments Institutional 16.07%
Operations Company Inc., Covington, KY
Ascensus Trust Company, FBO Vanguard 10.13%
Direct Frontier Trust Company, Fargo, ND
Principal Life Insurance Company, Des 9.23%
Moines, IA

93
Vanguard Target Retirement Income Fund
• A series of Vanguard Chester Funds (FYE 9/30).
• Advised by Vanguard Equity Index Group.
• Net assets of $36,539,196,583 and 2,641,973,936 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares Fidelity Investments Institutional 12.56%
Operations Company Inc., Covington, KY
TIAA Trust, N.A., Charlotte, NC 7.15%

Vanguard Tax-Exempt Bond Index Fund


• A series of Vanguard Municipal Bond Funds (FYE 10/31).
• Advised by Vanguard Fixed Income Group.
• Net assets of $37,546,189,380 and 814,864,585 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares National Financial Services LLC, 16.56%
Jersey City, NJ
Vanguard National Trust Co., El Paso, TX 5.41%
ETF Shares Charles Schwab & Co., Inc. 25.72%
Vanguard Marketing Corporation 11.25%
National Financial Services LLC 11.14%
J.P. Morgan Chase Bank, N.A. 8.63%
Pershing LLC 7.01%

Vanguard Tax-Managed Balanced Fund


• A series of Vanguard Tax-Managed Funds (FYE 12/31).
• Advised by Vanguard Equity Index Group; Vanguard Fixed Income Group.
• Net assets of $10,210,043,556 and 226,144,053 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Charles Schwab & Co., Inc., San Francisco, CA 14.06%
National Financial Services LLC, 8.84%
Jersey City, NJ

94
Vanguard Tax-Managed Capital Appreciation Fund
• A series of Vanguard Tax-Managed Funds (FYE 12/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $22,864,881,577 and 88,983,053 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Charles Schwab & Co., Inc., San Francisco, CA 8.76%
National Financial Services LLC, 5.52%
Jersey City, NJ

Vanguard Tax-Managed Small-Cap Fund


• A series of Vanguard Tax-Managed Funds (FYE 12/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $9,581,879,798 and 100,897,773 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Charles Schwab & Co., Inc., San Francisco, CA 9.54%
National Financial Services LLC, 6.45%
Jersey City, NJ
Institutional Shares Charles Schwab & Co., Inc., San Francisco, CA 13.80%
National Financial Services LLC, 13.21%
Jersey City, NJ

Vanguard Total Bond Market Index Fund


• A series of Vanguard Bond Index Funds (FYE 12/31).
• Advised by Vanguard Fixed Income Group.
• Net assets of $343,406,692,360 and 24,333,676,035 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Charles Schwab & Co., Inc., San Francisco, CA 6.74%
ETF Shares Vanguard Marketing Corporation 26.24%
Charles Schwab & Co., Inc. 18.91%
Pershing LLC 8.89%
National Financial Services LLC 8.41%
Morgan Stanley DW Inc. 7.69%
Institutional Plus Shares TIAA Trust, N.A., Charlotte, NC 10.96%
Fidelity Investments Institutional 10.51%
Operations Company Inc., Covington, KY
Charles Schwab & Co., Inc., San Francisco, CA 8.85%
Mac and Company-BNY Mellon, A/C 5.56%
448193, Pittsburgh, PA

95
Title of Class Name and Address of Shareholder Percent of Class
Institutional Select Shares Northern Trust, FBO Vanguard Fiduciary 82.80%
Trust Company Institutional Total Bond
Market Index Trust, Valley Forge, PA
Institutional Shares Fidelity Investments Institutional 11.50%
Operations Company Inc., Covington, KY
TIAA Trust, N.A., Charlotte, NC 8.98%
Charles Schwab & Co., Inc., San Francisco, CA 7.94%
National Financial Services LLC, 5.62%
Jersey City, NJ
Investor Shares Ascensus Trust Company, Vanguard House 16.09%
Account Frontier Pro, Fargo, ND

Vanguard Total Bond Market II Index Fund


• A series of Vanguard Bond Index Funds (FYE 12/31).
• Advised by Vanguard Fixed Income Group.
• Net assets of $307,551,772,510 and 31,554,139,696 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Institutional Shares Vanguard Target Retirement 2030 Trust, 17.96%
Valley Forge, PA
Vanguard Target Retirement 2035 Trust, 15.57%
Valley Forge, PA
Vanguard Target Retirement 2025 Trust, 13.70%
Valley Forge, PA
Vanguard Target Retirement 2040 Trust, 10.85%
Valley Forge, PA
Vanguard Target Retirement 2045 Trust, 7.51%
Valley Forge, PA
Vanguard Target Retirement 2020 Trust, 6.68%
Valley Forge, PA
Vanguard Target Retirement Income Trust, 5.32%
Valley Forge, PA

96
Title of Class Name and Address of Shareholder Percent of Class
Investor Shares Vanguard Target Retirement 2030 Fund, 17.73%
Valley Forge, PA
Vanguard Target Retirement 2025 Fund, 15.19%
Valley Forge, PA
Vanguard Target Retirement 2035 Fund, 14.95%
Valley Forge, PA
Vanguard Target Retirement 2040 Fund, 10.02%
Valley Forge, PA
Vanguard Target Retirement Income Fund, 8.96%
Valley Forge, PA
Vanguard Target Retirement 2020 Fund, 8.56%
Valley Forge, PA
Vanguard Target Retirement 2045 Fund, 6.67%
Valley Forge, PA

Vanguard Total Corporate Bond ETF


• A series of Vanguard Scottsdale Funds (FYE 8/31).
• Advised by Vanguard Fixed Income Group.
• Net assets of $1,083,205,449 and 13,660,000 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


ETF Shares Charles Schwab & Co., Inc. 21.47%
Vanguard Marketing Corporation 14.01%
National Financial Services LLC 13.91%
Northern Trust Company 13.28%
LPL Financial Corporation 6.27%
UBS Financial Services LLC 5.43%

Vanguard Total International Bond Index Fund


• A series of Vanguard Charlotte Funds (FYE 10/31).
• Advised by Vanguard Fixed Income Group.
• Net assets of $98,328,118,629 and 2,857,245,131 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares J.P. Morgan Securities LLC, Omnibus 18.22%
Account, Brooklyn, NY

97
Title of Class Name and Address of Shareholder Percent of Class
ETF Shares Vanguard Marketing Corporation 40.32%
J.P. Morgan Clearing Corp. 16.44%
Merrill Lynch, Pierce, Fenner & Smith Inc. 8.84%
Charles Schwab & Co., Inc. 7.19%
National Financial Services LLC 5.83%
JPMorgan Chase Bank, N.A. 5.57%
Investor Shares Ascensus Trust Company, Vanguard House 41.70%
Account Frontier Pro, Fargo, ND
Johnsonville Profit Sharing and 401K Plan, 8.98%
Sheboygan Falls, WI
University of Minnesota Optional 5.10%
Retirement Plan, Minneapolis, MN

Vanguard Total International Bond II Index Fund


• A series of Vanguard Charlotte Funds (FYE 10/31).
• Advised by Vanguard Fixed Income Group.
• Net assets of $124,076,480,440 and 5,075,209,795 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Institutional Shares Vanguard Target Retirement 2030 Trust, 10.38%
Valley Forge, PA
Vanguard Target Retirement 2030 Fund, 9.56%
Valley Forge, PA
Vanguard Target Retirement 2035 Trust, 8.98%
Valley Forge, PA
Vanguard Target Retirement 2025 Fund, 8.29%
Valley Forge, PA
Vanguard Target Retirement 2035 Fund, 8.07%
Valley Forge, PA
Vanguard Target Retirement 2025 Fund, 8.02%
Valley Forge, PA
Vanguard Target Retirement 2040 Trust, 6.32%
Valley Forge, PA
Vanguard Target Retirement 2040 Fund, 5.49%
Valley Forge, PA
Investor Shares Vanguard Life Strategy Moderate Growth 38.31%
Fund, Valley Forge, PA
Vanguard Life Strategy Conservative 27.88%
Growth Fund, Valley Forge, PA
Vanguard Life Strategy Growth Fund, Valley 19.32%
Forge, PA
Vanguard Life Strategy Income Fund, Valley 14.51%
Forge, PA

98
Vanguard Total International Stock Index Fund
• A series of Vanguard STAR Funds (FYE 10/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $463,332,826,662 and 14,464,016,700 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Charles Schwab & Co., Inc., San Francisco, CA 5.89%
ETF Shares Vanguard Marketing Corporation 60.10%
Charles Schwab & Co., Inc. 11.78%
National Financial Services LLC 7.22%
Institutional Plus Shares National Financial Services LLC, 14.16%
Jersey City, NJ
TIAA Trust, N.A., Charlotte, NC 6.72%
Fidelity Investments Institutional 5.39%
Operations Company Inc., Covington, KY
SEI Private Trust Company, Principal 5.37%
Financial, Oaks, PA
Institutional Select Shares Northern Trust, FBO New York College 14.57%
Savings Plan, Newton, MA
Northern Trust, FBO College Savings Plan of 5.89%
Nevada, Boston, MA
Institutional Shares TIAA Trust, N.A., Charlotte, NC 10.63%
Fidelity Investments Institutional 10.21%
Operations Company Inc., Covington, KY
Charles Schwab & Co., Inc., San Francisco, CA 6.48%
Investor Shares Vanguard Target Retirement 2045 Fund, 14.09%
Valley Forge, PA
Vanguard Target Retirement 2035 Fund, 13.40%
Valley Forge, PA
Vanguard Target Retirement 2040 Fund, 13.09%
Valley Forge, PA
Vanguard Target Retirement 2050 Fund, 13.06%
Valley Forge, PA
Vanguard Target Retirement 2030 Fund, 11.42%
Valley Forge, PA
Vanguard Target Retirement 2055 Fund, 8.76%
Valley Forge, PA
Vanguard Target Retirement 2025 Fund, 7.64%
Valley Forge, PA

99
Vanguard Total Stock Market Index Fund
• A series of Vanguard Index Funds (FYE 12/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $1,750,631,322,372 and 8,364,248,126 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Charles Schwab & Co., Inc., San Francisco, CA 6.14%
National Financial Services LLC, 5.02%
Jersey City, NJ
ETF Shares Vanguard Marketing Corporation 29.47%
Charles Schwab & Co., Inc. 18.52%
National Financial Services LLC 12.60%
Institutional Plus Shares Vanguard Target Retirement 2045 Trust, 7.52%
Valley Forge, PA
Vanguard Target Retirement 2050 Trust, 7.33%
Valley Forge, PA
Vanguard Target Retirement 2040 Trust, 6.90%
Valley Forge, PA
Vanguard Target Retirement 2035 Trust, 6.70%
Valley Forge, PA
Vanguard Target Retirement 2045 Fund, 6.42%
Valley Forge, PA
Vanguard Target Retirement 2040 Fund, 6.04%
Valley Forge, PA
Vanguard Target Retirement 2035 Fund, 6.04%
Valley Forge, PA
Vanguard Target Retirement 2050 Fund, 5.80%
Valley Forge, PA
Vanguard Target Retirement 2030 Trust, 5.51%
Valley Forge, PA
Vanguard Target Retirement 2055 Trust, 5.36%
Valley Forge, PA
Vanguard Target Retirement 2030 Fund, 5.09%
Valley Forge, PA
Institutional Select Shares Northern Trust, FBO Vanguard Fiduciary 42.64%
Trust Company Institutional Total Stock
Market Index Trust, Valley Forge, PA
J.P. Morgan Chase Bank N.A., 5.12%
Vanguard Charitable Program Total Us
Stock Pool, Brooklyn, NY
Kaiser Permanente 401K Retirement Plan 5.05%
(KP401K), Oakland, CA
Institutional Shares National Financial Services LLC, 9.00%
Jersey City, NJ
Charles Schwab & Co., Inc., San Francisco, CA 6.22%

100
Title of Class Name and Address of Shareholder Percent of Class
Investor Shares Vanguard Life Strategy Growth Fund, Valley 48.19%
Forge, PA
Vanguard Life Strategy Moderate Growth 35.27%
Fund, Valley Forge, PA
Vanguard Life Strategy Conservative 11.33%
Growth Fund, Valley Forge, PA

Vanguard Total World Bond ETF


• A series of Vanguard Scottsdale Funds (FYE 8/31).
• Advised by Vanguard Fixed Income Group.
• Net assets of $836,858,569 and 11,860,000 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


ETF Shares Charles Schwab & Co., Inc. 26.42%
Vanguard Marketing Corporation 13.45%
National Financial Services LLC 11.53%
J.P. Morgan Chase Bank, N.A. 8.87%
Bnppar/Ind 6.88%
Ridge Clearing & Outsourcing Solutions, Inc. 5.72%

Vanguard Total World Stock Index Fund


• A series of Vanguard International Equity Index Funds (FYE 10/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $53,857,808,782 and 546,398,690 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Ascensus Trust Company, FBO Omnibus 8.22%
Reinvest, Fargo, ND
National Financial Services LLC, 7.83%
Jersey City, NJ
ETF Shares Charles Schwab & Co., Inc. 15.71%
National Financial Services LLC 11.19%
Vanguard Marketing Corporation 7.56%
Interactive Broker LLC 6.83%
Institutional Shares National Financial Services LLC, 19.89%
Jersey City, NJ
US Bank N.A., FBO Capino, Milwaukee, WI 9.15%
TIAA Trust, N.A., Charlotte, NC 5.55%

101
Vanguard Treasury Money Market Fund
• A series of Vanguard Admiral Funds (FYE 8/31).
• Advised by Vanguard Fixed Income Group.
• Net assets of $81,223,283,679 and 81,228,176,161 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares Charles Schwab & Co., Inc., San Francisco, CA 14.69%
J.P. Morgan Securities LLC, Omnibus 5.61%
Account, Brooklyn, NY
Fidelity Investments Institutional 5.02%
Operations Company Inc., Covington, KY

Vanguard U.S. Growth Fund


• A series of Vanguard World Fund (FYE 8/31).
• Advised by Baillie Gifford Overseas Ltd.; Jennison Associates LLC; Wellington
Management Company LLP.
• Net assets of $46,169,811,787 and 342,523,913 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Fidelity Investments Institutional 10.51%
Operations Company Inc., Covington, KY
Investor Shares Vanguard STAR Fund, Valley Forge, PA 28.66%
Vanguard Diversified Equity Fund, Valley 8.78%
Forge, PA
Charles Schwab & Co., Inc., San Francisco, CA 5.53%
Ascensus Trust Company, FBO Omnibus 5.20%
Reinvest, Fargo, ND

Vanguard U.S. Minimum Volatility ETF


• A series of Vanguard Wellington Fund (FYE 11/30).
• Advised by Vanguard Quantitative Equity Group.
• Net assets of $137,926,981 and 1,135,000 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


ETF Shares Charles Schwab & Co., Inc. 38.48%
Vanguard Marketing Corporation 18.49%
National Financial Services LLC 12.91%
Raymond, James & Associates, Inc. 6.56%
LPL Financial Corporation 5.05%

102
Vanguard U.S. Momentum Factor ETF
• A series of Vanguard Wellington Fund (FYE 11/30).
• Advised by Vanguard Quantitative Equity Group.
• Net assets of $664,527,481 and 4,135,000 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


ETF Shares Charles Schwab & Co., Inc. 50.41%
Vanguard Marketing Corporation 14.06%
National Financial Services LLC 13.35%

Vanguard U.S. Multifactor ETF


• A series of Vanguard Wellington Fund (FYE 11/30).
• Advised by Vanguard Quantitative Equity Group.
• Net assets of $295,941,837 and 2,270,000 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


ETF Shares Charles Schwab & Co., Inc. 31.21%
National Financial Services LLC 20.79%
Vanguard Marketing Corporation 20.02%
Pershing LLC 5.48%

Vanguard U.S. Multifactor Fund


• A series of Vanguard Wellington Fund (FYE 11/30).
• Advised by Vanguard Quantitative Equity Group.
• Net assets of $148,253,906 and 3,500,047 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Fidelity Investments Institutional 12.08%
Operations Company Inc., Covington, KY

Vanguard U.S. Quality Factor ETF


• A series of Vanguard Wellington Fund (FYE 11/30).
• Advised by Vanguard Quantitative Equity Group.
• Net assets of $398,390,765 and 2,785,000 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


ETF Shares Charles Schwab & Co., Inc. 47.98%
National Financial Services LLC 15.53%
Vanguard Marketing Corporation 14.61%

103
Vanguard U.S. Value Factor ETF
• A series of Vanguard Wellington Fund (FYE 11/30).
• Advised by Vanguard Quantitative Equity Group.
• Net assets of $775,701,192 and 6,445,000 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


ETF Shares Vanguard Marketing Corporation 30.85%
Charles Schwab & Co., Inc. 25.74%
National Financial Services LLC 24.65%
The Bank of New York Mellon 6.63%

Vanguard Ultra-Short Bond ETF


• A series of Vanguard Bond Index Funds (FYE 12/31).
• Advised by Vanguard Fixed Income Group.
• Net assets of $4,575,427,945 and 91,600,000 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


ETF Shares Charles Schwab & Co., Inc. 26.93%
J.P. Morgan Clearing Corp. 22.66%
National Financial Services LLC 11.62%
Vanguard Marketing Corporation 9.33%
Northern Trust Company 5.32%
The Bank of New York Mellon 5.05%

Vanguard Ultra-Short-Term Bond Fund


• A series of Vanguard Fixed Income Securities Funds (FYE 1/31).
• Advised by Vanguard Fixed Income Group.
• Net assets of $12,969,734,277 and 659,800,841 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares J.P. Morgan Securities LLC, Omnibus 17.15%
Account, Brooklyn, NY
National Financial Services LLC, 12.85%
Jersey City, NJ
Charles Schwab & Co., Inc., San Francisco, CA 11.10%
Vanguard Group Inc., Malvern, PA 6.12%

104
Title of Class Name and Address of Shareholder Percent of Class
Investor Shares Charles Schwab & Co., Inc., San Francisco, CA 23.44%
National Financial Services LLC, 12.83%
Jersey City, NJ
J.P. Morgan Securities LLC, Omnibus 5.75%
Account, Brooklyn, NY

Vanguard Ultra-Short-Term Tax-Exempt Fund


• A series of Vanguard Municipal Bond Funds (FYE 10/31).
• Advised by Vanguard Fixed Income Group.
• Net assets of $14,555,615,491 and 918,600,932 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Charles Schwab & Co., Inc., San Francisco, CA 25.78%
National Financial Services LLC, 19.07%
Jersey City, NJ
Investor Shares Charles Schwab & Co., Inc., San Francisco, CA 33.31%
National Financial Services LLC, 23.01%
Jersey City, NJ

Vanguard Utilities Index Fund


• A series of Vanguard World Fund (FYE 8/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $8,461,888,866 and 58,652,498 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares National Financial Services LLC, 8.13%
Jersey City, NJ
ETF Shares Charles Schwab & Co., Inc. 23.67%
Vanguard Marketing Corporation 20.39%
National Financial Services LLC 14.34%
Morgan Stanley DW Inc. 6.56%
Pershing LLC 5.86%

105
Vanguard Value Index Fund
• A series of Vanguard Index Funds (FYE 12/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $185,901,653,700 and 1,577,532,910 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Charles Schwab & Co., Inc., San Francisco, CA 11.62%
National Financial Services LLC, 8.67%
Jersey City, NJ
ETF Shares Merrill Lynch, Pierce, Fenner & Smith Inc. 18.45%
Charles Schwab & Co., Inc. 16.81%
National Financial Services LLC 13.66%
Edward D. Jones & Co. 9.47%
Morgan Stanley DW Inc. 6.15%
Institutional Shares Charles Schwab & Co., Inc., San Francisco, CA 16.12%
Fidelity Investments Institutional 13.79%
Operations Company Inc., Covington, KY
Northern Trust, FBO New York College 12.99%
Savings Plan Value Stock Index Portfolio,
Newton, MA
TIAA Trust, N.A., Charlotte, NC 7.13%
Investor Shares Ascensus Trust Company, Vanguard House 60.12%
Account Frontier Pro, Fargo, ND

Vanguard Variable Insurance Funds - Balanced Portfolio


• A series of Vanguard Variable Insurance Funds (FYE 12/31).
• Advised by Wellington Management Company LLP.
• Net assets of $3,536,732,537 and 143,988,561 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares Transamerica Life Insurance Company, 63.73%
Cedar Rapids, IA
Nationwide Financial Services Inc., 6.92%
Jefferson National Life Insurance Company,
Columbus, OH
American Fidelity Assurance Company, 5.49%
Oklahoma City, OK

106
Vanguard Variable Insurance Funds - Capital Growth Portfolio
• A series of Vanguard Variable Insurance Funds (FYE 12/31).
• Advised by PRIMECAP Management Company.
• Net assets of $2,027,370,213 and 38,906,549 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares Transamerica Life Insurance Company, 52.11%
Cedar Rapids, IA
American Fidelity Assurance Company, 10.00%
Oklahoma City, OK

Vanguard Variable Insurance Funds - Conservative Allocation Portfolio


• A series of Vanguard Variable Insurance Funds (FYE 12/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $483,927,058 and 19,059,728 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares Transamerica Life Insurance Company, 71.05%
Cedar Rapids, IA
Nationwide Financial Services Inc., 9.24%
Jefferson National Life Insurance Company,
Columbus, OH
Transamerica Financial Life Insurance 6.55%
Company, Cedar Rapids, IA

Vanguard Variable Insurance Funds - Diversified Value Portfolio


• A series of Vanguard Variable Insurance Funds (FYE 12/31).
• Advised by Hotchkis & Wiley Capital Management, LLC; Lazard Asset Management LLC.
• Net assets of $1,387,942,369 and 83,394,248 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares Transamerica Life Insurance Company, 41.37%
Cedar Rapids, IA
Mid Atlantic Trust Company, FBO 24.83%
Mutual of America Separate Account #2,
Pittsburgh, PA
Nationwide Life and Annuity Insurance 6.01%
Company, Columbus, OH

107
Vanguard Variable Insurance Funds - Equity Income Portfolio
• A series of Vanguard Variable Insurance Funds (FYE 12/31).
• Advised by Vanguard Quantitative Equity Group; Wellington Management Company LLP.
• Net assets of $2,179,787,005 and 86,206,244 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares Transamerica Life Insurance Company, 44.38%
Cedar Rapids, IA
Nationwide Financial Services Inc., 13.21%
Jefferson National Life Insurance Company,
Columbus, OH
Nationwide Life Insurance Company, 9.46%
Columbus, OH

Vanguard Variable Insurance Funds - Equity Index Portfolio


• A series of Vanguard Variable Insurance Funds (FYE 12/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $11,141,913,198 and 158,118,196 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares Vanguard Variable Insurance Funds 44.47%
Moderate Allocation Portfolio, Valley
Forge, PA
Transamerica Life Insurance Company, 21.63%
Cedar Rapids, IA
Nationwide Financial Services Inc., 5.01%
Jefferson National Life Insurance Company,
Columbus, OH

108
Vanguard Variable Insurance Funds - Global Bond Index Portfolio
• A series of Vanguard Variable Insurance Funds (FYE 12/31).
• Advised by Vanguard Fixed Income Group.
• Net assets of $493,844,017 and 26,264,066 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares Lincoln Life & Annuity Company of New 31.03%
York, Fort Wayne, IN
Transamerica Life Insurance Company, 28.24%
Cedar Rapids, IA
Nationwide Life Insurance Company, 15.39%
Columbus, OH
Transamerica Life Insurance Company, 6.72%
Cedar Rapids, IA
Nationwide Financial Services Inc., 5.52%
Jefferson National Life Insurance Company,
Columbus, OH

Vanguard Variable Insurance Funds - Growth Portfolio


• A series of Vanguard Variable Insurance Funds (FYE 12/31).
• Advised by Wellington Management Company LLP.
• Net assets of $1,511,074,347 and 47,253,731 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares Transamerica Life Insurance Company, 62.59%
Cedar Rapids, IA
Nationwide Financial Services Inc., 13.59%
Jefferson National Life Insurance Company,
Columbus, OH
Transamerica Financial Life Insurance 6.13%
Company, Cedar Rapids, IA

109
Vanguard Variable Insurance Funds - High Yield Bond Portfolio
• A series of Vanguard Variable Insurance Funds (FYE 12/31).
• Advised by Vanguard Fixed Income Group; Wellington Management Company LLP.
• Net assets of $781,090,285 and 105,145,053 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares Transamerica Life Insurance Company, 35.67%
Cedar Rapids, IA
Nationwide Financial Services Inc., 10.24%
Jefferson National Life Insurance Company,
Columbus, OH
J.P. Morgan Chase Bank N.A., FBO Teachers 8.72%
Insurance and Annuity Association of
America, New York, NY
Nationwide Life Insurance Company, 7.89%
Columbus, OH

Vanguard Variable Insurance Funds - International Portfolio


• A series of Vanguard Variable Insurance Funds (FYE 12/31).
• Advised by Baillie Gifford Overseas Ltd.; Schroder Investment Management North
America Inc.
• Net assets of $3,136,839,697 and 115,830,161 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares Transamerica Life Insurance Company, 32.24%
Cedar Rapids, IA
Mid Atlantic Trust Company, FBO Mutual of 13.64%
America Separate Account #2, Pittsburgh,
PA
Prudential Insurance Company of America, 8.94%
Newark, NJ
Nationwide Life and Annuity Insurance 6.54%
Company, Columbus, OH
Nationwide Financial Services Inc., 6.03%
Jefferson National Life Insurance Company,
Columbus, OH
Talcott Resolution Life Insurance Company, 5.56%
Hartford, CT

110
Vanguard Variable Insurance Funds - Mid-Cap Index Portfolio
• A series of Vanguard Variable Insurance Funds (FYE 12/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $2,874,891,655 and 107,536,495 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares Transamerica Life Insurance Company, 29.71%
Cedar Rapids, IA
Nationwide Life Insurance Company, 9.63%
Columbus, OH
Nationwide Financial Services Inc., 7.43%
Jefferson National Life Insurance Company,
Columbus, OH
Principal Life Insurance Company, Des 5.95%
Moines, IA
Lincoln Life & Annuity Company of New 5.95%
York, Fort Wayne, IN

Vanguard Variable Insurance Funds - Moderate Allocation Portfolio


• A series of Vanguard Variable Insurance Funds (FYE 12/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $683,285,955 and 21,848,223 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares Transamerica Life Insurance Company, 68.47%
Cedar Rapids, IA
Nationwide Financial Services Inc., 7.19%
Jefferson National Life Insurance Company,
Columbus, OH
Transamerica Financial Life Insurance 5.69%
Company, Cedar Rapids, IA

111
Vanguard Variable Insurance Funds - Money Market Portfolio
• A series of Vanguard Variable Insurance Funds (FYE 12/31).
• Advised by Vanguard Fixed Income Group.
• Net assets of $1,243,325,275 and 1,242,861,889 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares Transamerica Life Insurance Company, 87.03%
Cedar Rapids, IA
Transamerica Financial Life Insurance 6.00%
Company, Cedar Rapids, IA

Vanguard Variable Insurance Funds - Real Estate Index Portfolio


• A series of Vanguard Variable Insurance Funds (FYE 12/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $1,203,007,829 and 94,567,658 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares Transamerica Life Insurance Company, 36.26%
Cedar Rapids, IA
Nationwide Financial Services Inc., 10.31%
Jefferson National Life Insurance Company,
Columbus, OH
Mid Atlantic Trust Company, FBO 8.14%
Mutual of America Separate Account #1,
Pittsburgh, PA
Nationwide Life Insurance Company, 7.70%
Columbus, OH
Talcott Resolution Life Insurance Company, 5.99%
Hartford, CT
Lincoln Life & Annuity Company of New 5.67%
York, Fort Wayne, IN

112
Vanguard Variable Insurance Funds - Short-Term
Investment-Grade Portfolio
• A series of Vanguard Variable Insurance Funds (FYE 12/31).
• Advised by Vanguard Fixed Income Group.
• Net assets of $2,322,324,591 and 221,882,227 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares Transamerica Life Insurance Company, 32.47%
Cedar Rapids, IA
Nationwide Life and Annuity Insurance 25.30%
Company, Columbus, OH
Nationwide Financial Services Inc., 14.38%
Jefferson National Life Insurance Company,
Columbus, OH

Vanguard Variable Insurance Funds - Small Company Growth Portfolio


• A series of Vanguard Variable Insurance Funds (FYE 12/31).
• Advised by ArrowMark Colorado Holdings, LLC; Vanguard Quantitative Equity Group.
• Net assets of $1,554,295,753 and 80,434,570 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares Transamerica Life Insurance Company, 51.25%
Cedar Rapids, IA
Nationwide Life Insurance Company, 11.20%
Columbus, OH

113
Vanguard Variable Insurance Funds - Total Bond Market Index Portfolio
• A series of Vanguard Variable Insurance Funds (FYE 12/31).
• Advised by Vanguard Fixed Income Group.
• Net assets of $4,674,198,877 and 433,379,730 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares Transamerica Life Insurance Company, 25.51%
Cedar Rapids, IA
Vanguard Variable Insurance Funds 15.76%
Moderate Allocation Portfolio, Valley
Forge, PA
Nationwide Financial Services Inc., 15.06%
Jefferson National Life Insurance Company,
Columbus, OH
Nationwide Life Insurance Company 12.83%
Columbus, OH
J.P. Morgan Chase Bank N.A., FBO Teachers 6.99%
Insurance and Annuity Association of
America, New York, NY

Vanguard Variable Insurance Funds - Total International Stock Market


Index Portfolio
• A series of Vanguard Variable Insurance Funds (FYE 12/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $1,624,460,138 and 70,296,996 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares Nationwide Life and Annuity Insurance 17.51%
Company, Columbus, OH
Transamerica Life Insurance Company, 16.92%
Cedar Rapids, IA
Lincoln Life & Annuity Company of New 14.36%
York, Fort Wayne, IN
Nationwide Financial Services Inc., 11.39%
Jefferson National Life Insurance Company,
Columbus, OH
Transamerica Life Insurance Company, 10.19%
Cedar Rapids, IA
MML Bay State Life Insurance Company, 6.76%
Springfield, MA

114
Vanguard Variable Insurance Funds - Total Stock Market Index Portfolio
• A series of Vanguard Variable Insurance Funds (FYE 12/31).
• Advised by Vanguard Equity Index Group.
• Net assets of $5,314,450,357 and 97,143,716 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares Transamerica Life Insurance Company, 37.88%
Cedar Rapids, IA
Nationwide Financial Services Inc., 11.23%
Jefferson National Life Insurance Company,
Columbus, OH
American Fidelity Assurance Company, 8.60%
Oklahoma City, OK
Transamerica Life Insurance Company, 6.14%
Cedar Rapids, IA

Vanguard Wellesley Income Fund


• A series of Vanguard Wellesley Income Fund (FYE 9/30).
• Advised by Wellington Management Company LLP.
• Net assets of $51,926,510,840 and 1,012,395,017 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Charles Schwab & Co., Inc., San Francisco, CA 6.61%
Investor Shares Charles Schwab & Co., Inc., San Francisco, CA 22.34%
National Financial Services LLC, 19.44%
Jersey City, NJ

Vanguard Wellington Fund


• A series of Vanguard Wellington Fund (FYE 11/30).
• Advised by Wellington Management Company LLP.
• Net assets of $114,067,624,024 and 1,550,325,699 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Investor Shares Variable Annuity Life Insurance Company, 14.24%
Houston, TX
Charles Schwab & Co., Inc., San Francisco, CA 12.96%
National Financial Services LLC, 11.16%
Jersey City, NJ

115
Vanguard Windsor Fund
• A series of Vanguard Windsor Funds (FYE 10/31).
• Advised by Pzena Investment Management, LLC; Wellington Management Company LLP.
• Net assets of $25,293,056,956 and 468,599,191 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Fedex Corporation Retirement Savings Plan, 5.99%
Memphis, TN
Investor Shares Vanguard STAR Fund, Valley Forge, PA 36.36%
Vanguard Diversified Equity Fund, Valley 11.34%
Forge, PA

Vanguard Windsor II Fund


• A series of Vanguard Windsor Funds (FYE 10/31).
• Advised by Aristotle Capital Management, LLC; Hotchkis & Wiley Capital Management,
LLC; Lazard Asset Management LLC; Sanders Capital, LLC.
• Net assets of $62,415,997,323 and 823,096,161 outstanding shares.
• Shareholders with more than 5% record and/or beneficial ownership of the noted class of
this fund’s shares:

Title of Class Name and Address of Shareholder Percent of Class


Admiral Shares Fidelity Investments Institutional 9.46%
Operations Company Inc., Covington, KY
Investor Shares Vanguard STAR Fund, Valley Forge, PA 28.14%
Variable Annuity Life Insurance Company, 18.29%
Houston, TX
Charles Schwab & Co., Inc., San Francisco, CA 6.12%

116
Ownership of Fund Shares
The following table shows each trustee nominee’s ownership of shares of
each fund and of all Vanguard funds as of September 30, 2024.

Interested
Trustee Independent Trustee
Fund Ramji Bunch Loughridge Malpass Murphy
Vanguard 500 Index Fund Over $10,001 None None None
$100,000 to
$50,000
Vanguard Advice Select None None None None None
Dividend Growth Fund
Vanguard Advice Select Global None None None None None
Value Fund
Vanguard Advice Select None None None None None
International Growth Fund
Vanguard Baillie Gifford Global None None None None None
Positive Impact Stock Fund
Vanguard Balanced Index Fund None None None None None
Vanguard California None Over None None None
Intermediate-Term $100,000
Tax-Exempt Fund
Vanguard California Long-Term None None None None None
Tax-Exempt Fund
Vanguard California Municipal None None None None None
Money Market Fund
Vanguard California None Over None None None
Tax-Exempt Bond ETF $100,000
Vanguard Capital None None None None None
Opportunity Fund
Vanguard Cash Reserves None None $10,001 to None None
Federal Money Market Fund $50,000

Vanguard Commodity None None None None None


Strategy Fund
Vanguard Communication $1 to None None None None
Services Index Fund $10,000
Vanguard Consumer None None None None None
Discretionary Index Fund
Vanguard Consumer Staples None None None None None
Index Fund
Vanguard Core Bond ETF None None None None None
Vanguard Core Bond Fund None None None None None

117
Independent Trustee
Pastor Patterson Perold Raskin Reid Thomas Venneman Volanakis
None Over None None None None None Over
$100,000 $100,000

None None None None Over None None None


$100,000
None None None None Over None None None
$100,000
None None None None Over None None None
$100,000
None None None None None None None None

None None None None None None None None


None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None Over None None None


$100,000
Over None $1 to None None None None None
$100,000 $10,000

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None


None None None None None None None None

(continued)

118
Interested
Trustee Independent Trustee
Fund Ramji Bunch Loughridge Malpass Murphy
Vanguard Core-Plus Bond ETF None None None None None

Vanguard Core-Plus Bond Fund None None None None None


Vanguard Core Tax-Exempt None None None None None
Bond ETF
Vanguard Developed Markets None Over None None None
Index Fund $100,000
Vanguard Diversified None None None None None
Equity Fund
Vanguard Dividend Appreciation None None None None None
Index Fund
Vanguard Dividend None None None None None
Growth Fund
Vanguard Emerging Markets None None None None None
Bond Fund
Vanguard Emerging Markets None None None None None
Government Bond Index Fund
Vanguard Emerging Markets None None None None None
Select Stock Fund
Vanguard Emerging Markets $50,001 $50,001 None None None
Stock Index Fund to to
$100,000 $100,000
Vanguard Energy Fund None None None None None

Vanguard Energy Index Fund None None None None None


Vanguard Equity Income Fund None None None None None
Vanguard ESG International None None None None None
Stock ETF
Vanguard ESG U.S. Corporate None None None None None
Bond ETF
Vanguard ESG U.S. Stock ETF None None None None None
Vanguard European Stock None None None None None
Index Fund
Vanguard Explorer Fund None None None None None
Vanguard Explorer Value Fund None None None None None
Vanguard Extended Duration None None None None None
Treasury Index Fund
Vanguard Extended Market None None Over Over Over
Index Fund $100,000 $100,000 $100,000

119
Independent Trustee
Pastor Patterson Perold Raskin Reid Thomas Venneman Volanakis
None None None None None None None Over
$100,000
None None None None None None None None
None None None None None None None None

None None None Over None None None None


$100,000
None None None None None None None None

None None None None None None None None

None None None None None None None Over


$100,000
None None None None None None None Over
$100,000
None None None None None None None None

None None None None None None None None

Over None Over $50,001 None None None Over


$100,000 $100,000 to $100,000
$100,000
None None None None None None None Over
$100,000
None None None None None None None None
None None None None None None None None
None None None None None None None None

None None None None None None None None

None None None None None None None None


None None None None None None None None

None None None None None None None None


None None None None None None None None
None None None None None None None None

None None None None None None None None

(continued)

120
Interested
Trustee Independent Trustee
Fund Ramji Bunch Loughridge Malpass Murphy
Vanguard Federal Money $10,001 None Over $50,001 None
Market Fund to $100,000 to
$50,000 $100,000
Vanguard Financials Index Fund None $50,001 None None None
to
$100,000
Vanguard FTSE All-World ex-US None None Over None None
Index Fund $100,000
Vanguard FTSE All-World ex-US None None None None None
Small-Cap Index Fund
Vanguard FTSE Social None None None None None
Index Fund
Vanguard Global Capital None None None None None
Cycles Fund
Vanguard Global Credit None None None None None
Bond Fund
Vanguard Global Environmental None None None None None
Opportunities Stock Fund
Vanguard Global Equity Fund None None None None None

Vanguard Global ESG Select None None None None None


Stock Fund
Vanguard Global ex-U.S. Real None None None None None
Estate Index Fund
Vanguard Global Minimum None None None None None
Volatility Fund
Vanguard Global Wellesley None None None None None
Income Fund
Vanguard Global None None None None None
Wellington Fund
Vanguard GNMA Fund None None None None None
Vanguard Growth and None None None None None
Income Fund
Vanguard Growth Index Fund None None None None None

Vanguard Health Care Fund None None None None None


Vanguard Health Care None None None None None
Index Fund
Vanguard High Dividend Yield None None None None None
Index Fund

121
Independent Trustee
Pastor Patterson Perold Raskin Reid Thomas Venneman Volanakis
$1 to None None $10,001 None Over None Over
$10,000 to $100,000 $100,000
$50,000
None None None None None None None None

Over None None None None None None None


$100,000
None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None Over


$100,000
None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None


None None None None None None None None

None None None None None None None Over


$100,000
None None None None None None None None
None None None None None None None None

None None None None None None None None

(continued)

122
Interested
Trustee Independent Trustee
Fund Ramji Bunch Loughridge Malpass Murphy
Vanguard High-Yield None None None None None
Corporate Fund
Vanguard High-Yield Tax- None Over None None None
Exempt Fund $100,000
Vanguard Industrials Index Fund None None None None None
Vanguard Inflation-Protected None None None None None
Securities Fund
Vanguard Information $1 to None None None None
Technology Index Fund $10,000
Vanguard Institutional None None None Over None
Index Fund $100,000
Vanguard Institutional None None None None None
Intermediate-Term Bond Fund
Vanguard Institutional Short- None None None None None
Term Bond Fund
Vanguard Institutional Total None None None None None
Stock Market Index Fund
Vanguard Intermediate-Term None None None None None
Bond Index Fund
Vanguard Intermediate-Term None None None None None
Corporate Bond Index Fund
Vanguard Intermediate-Term None Over Over None None
Investment-Grade Fund $100,000 $100,000
Vanguard Intermediate-Term None None None None None
Tax-Exempt Bond ETF
Vanguard Intermediate-Term None None Over None None
Tax-Exempt Fund $100,000
Vanguard Intermediate-Term None None None None None
Treasury Fund
Vanguard Intermediate-Term None None None None None
Treasury Index Fund
Vanguard International Core None None None None None
Stock Fund
Vanguard International None None None None None
Dividend Appreciation
Index Fund
Vanguard International None None None None None
Dividend Growth Fund
Vanguard International None None None None None
Explorer Fund

123
Independent Trustee
Pastor Patterson Perold Raskin Reid Thomas Venneman Volanakis
None None None None None None None None

None None None None None None None None

None None None None None None None None


None None None None None None None None

None None None None None None None None

Over None None None None None None None


$100,000
None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None Over


$100,000
None None None None None None None None

None None None None None None None None

None None None None Over None None None


$100,000
None None None None None None None None

None None None None None None None None

None None None None None None None None

(continued)

124
Interested
Trustee Independent Trustee
Fund Ramji Bunch Loughridge Malpass Murphy
Vanguard International None None None None None
Growth Fund
Vanguard International High None None None None None
Dividend Yield Index Fund
Vanguard International None None None None None
Value Fund
Vanguard Large-Cap Index Fund None None None None None

Vanguard LifeStrategy None None None None None


Conservative Growth Fund
Vanguard LifeStrategy None None None None None
Growth Fund
Vanguard LifeStrategy None None None None None
Income Fund
Vanguard LifeStrategy None None None None None
Moderate Growth Fund
Vanguard Limited-Term None None Over None None
Tax-Exempt Fund $100,000
Vanguard Long-Term Bond None None None None None
Index Fund
Vanguard Long-Term Corporate None None None None None
Bond Index Fund
Vanguard Long-Term None None None None None
Investment-Grade Fund
Vanguard Long-Term None None Over None None
Tax-Exempt Fund $100,000
Vanguard Long-Term None None None None None
Treasury Fund
Vanguard Long-Term None None None None None
Treasury Index Fund
Vanguard Market Liquidity Fund None None None None None
Vanguard Market Neutral Fund None None None None None
Vanguard Massachusetts None None None None None
Tax-Exempt Fund
Vanguard Materials Index Fund $1 to None None None None
$10,000
Vanguard Mega Cap None None None None None
Growth Index Fund
Vanguard Mega Cap Index Fund None None None None None
Vanguard Mega Cap Value None None None None None
Index Fund

125
Independent Trustee
Pastor Patterson Perold Raskin Reid Thomas Venneman Volanakis
None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None $1 to None None None None


$10,000
None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None


None None None None None None None None
None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None


None None None None None None None None

(continued)

126
Interested
Trustee Independent Trustee
Fund Ramji Bunch Loughridge Malpass Murphy
Vanguard Mid-Cap None None None None None
Growth Fund
Vanguard Mid-Cap Growth None None None None None
Index Fund
Vanguard Mid-Cap Index Fund None None None None None

Vanguard Mid-Cap Value None None None None None


Index Fund
Vanguard Mortgage-Backed None None None None $10,001
Securities Index Fund to
$50,000
Vanguard Multi-Sector Income None None None None None
Bond Fund
Vanguard Municipal Low None None None None None
Duration Fund
Vanguard Municipal Money None None None None None
Market Fund
Vanguard New Jersey Long- None None None None None
Term Tax-Exempt Fund
Vanguard New York Long-Term None None None None None
Tax-Exempt Fund
Vanguard New York Municipal None None None None None
Money Market Fund
Vanguard Ohio Long-Term None None None None None
Tax-Exempt Fund
Vanguard Pacific Stock None None None None None
Index Fund
Vanguard Pennsylvania None None None None None
Long-Term Tax-Exempt Fund
Vanguard PRIMECAP Core Fund None None None Over None
$100,000
Vanguard PRIMECAP Fund None None None None None
Vanguard Real Estate None Over None None None
Index Fund $100,000
Vanguard Real Estate II None None None None None
Index Fund
Vanguard Russell 1000 Growth None None None None None
Index Fund
Vanguard Russell 1000 None None None None None
Index Fund

127
Independent Trustee
Pastor Patterson Perold Raskin Reid Thomas Venneman Volanakis
None None None None None None None None

None None None None None None None None

None None None None None None None Over


$100,000
None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None


None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

(continued)

128
Interested
Trustee Independent Trustee
Fund Ramji Bunch Loughridge Malpass Murphy
Vanguard Russell 1000 Value None None None None None
Index Fund
Vanguard Russell 2000 Growth None None None None None
Index Fund
Vanguard Russell 2000 None None None None None
Index Fund
Vanguard Russell 2000 Value None None None None None
Index Fund
Vanguard Russell 3000 None None None None None
Index Fund
Vanguard S&P 500 Growth None None None None None
Index Fund
Vanguard S&P 500 Value None None None None None
Index Fund
Vanguard S&P Mid-Cap 400 None None None None None
Growth Index Fund
Vanguard S&P Mid-Cap 400 None None None None None
Index Fund
Vanguard S&P Mid-Cap 400 None None None None None
Value Index Fund
Vanguard S&P Small-Cap 600 None None None None None
Growth ETF
Vanguard S&P Small-Cap 600 None None None None None
Index Fund
Vanguard S&P Small-Cap 600 None None None None None
Value Index Fund
Vanguard Selected Value Fund None None None None None
Vanguard Short Duration Tax- None None None None None
Exempt Bond ETF
Vanguard Short-Term Bond None $10,001 None None None
Index Fund to
$50,000
Vanguard Short-Term Corporate None None None None None
Bond Index Fund
Vanguard Short-Term None None None None None
Federal Fund
Vanguard Short-Term Inflation- None None None None None
Protected Securities Index Fund
Vanguard Short-Term None Over Over None None
Investment-Grade Fund $100,000 $100,000

129
Independent Trustee
Pastor Patterson Perold Raskin Reid Thomas Venneman Volanakis
None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None


None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

(continued)

130
Interested
Trustee Independent Trustee
Fund Ramji Bunch Loughridge Malpass Murphy
Vanguard Short-Term Tax- None Over None None None
Exempt Bond ETF $100,000
Vanguard Short-Term None None None None None
Treasury Fund
Vanguard Short-Term Treasury None None None None None
Index Fund
Vanguard Small-Cap Growth None None None None None
Index Fund
Vanguard Small-Cap Index Fund None None None None None

Vanguard Small-Cap Value None None None None None


Index Fund
Vanguard STAR Fund None None None None None
Vanguard Strategic Equity Fund None None None None None
Vanguard Strategic Small-Cap None None None None None
Equity Fund
Vanguard Target Retirement None None None None None
2020 Fund
Vanguard Target Retirement None None None None None
2025 Fund

Vanguard Target Retirement None None None None None


2030 Fund
Vanguard Target Retirement None None None None None
2035 Fund
Vanguard Target Retirement None None None None None
2040 Fund
Vanguard Target Retirement None None None None None
2045 Fund
Vanguard Target Retirement None None None None None
2050 Fund
Vanguard Target Retirement None None None None None
2055 Fund
Vanguard Target Retirement None None None None None
2060 Fund
Vanguard Target Retirement None None None None None
2065 Fund
Vanguard Target Retirement None None None None None
2070 Fund
Vanguard Target Retirement None None None None None
Income Fund

131
Independent Trustee
Pastor Patterson Perold Raskin Reid Thomas Venneman Volanakis
None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None Over


$100,000
None None None None None None None Over
$100,000
Over None None None None None None Over
$100,000 $100,000
None None None None None None None None
None None None None None None None None
None None None None None None None None

None None None None None None None None

None None None None None $10,001 None None


to
$50,000
None None None None None Over None None
$100,000
None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

(continued)

132
Interested
Trustee Independent Trustee
Fund Ramji Bunch Loughridge Malpass Murphy
Vanguard Tax-Exempt Bond None None None None None
Index Fund
Vanguard Tax-Managed None None None None None
Balanced Fund
Vanguard Tax-Managed Capital None None None None None
Appreciation Fund
Vanguard Tax-Managed Small- None None None None None
Cap Fund
Vanguard Total Bond Market $50,001 None Over None None
Index Fund to $100,000
$100,000
Vanguard Total Bond Market II None None None None None
Index Fund
Vanguard Total Corporate None None None None None
Bond ETF
Vanguard Total International Over None Over None None
Bond Index Fund $100,000 $100,000
Vanguard Total International None None None None None
Bond II Index Fund
Vanguard Total International Over None Over Over None
Stock Index Fund $100,000 $100,000 $100,000
Vanguard Total Stock Market Over Over Over Over None
Index Fund $100,000 $100,000 $100,000 $100,000
Vanguard Total World Bond ETF None None None None None

Vanguard Total World Stock None Over None None None


Index Fund $100,000
Vanguard Treasury Money None None None None None
Market Fund
Vanguard U.S. Growth Fund None None Over None None
$100,000
Vanguard U.S. Minimum None None None None None
Volatility ETF
Vanguard U.S. Momentum None None None None None
Factor ETF
Vanguard U.S. Multifactor ETF None None None None None
Vanguard U.S. Multifactor Fund None None None None None
Vanguard U.S. Quality $1 to None None None None
Factor ETF $10,000
Vanguard U.S. Value Factor ETF None None None None None

133
Independent Trustee
Pastor Patterson Perold Raskin Reid Thomas Venneman Volanakis
None None None None None None None None

None None None None None None None None

None None None None None None None Over


$100,000
None None None None None None None None

None Over None None None None None None


$100,000

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

Over Over None None None None None Over


$100,000 $100,000 $100,000
Over None None Over None None None Over
$100,000 $100,000 $100,000
None None None None None None None None

None None None None None None None Over


$100,000
None None $1 to None None None None None
$10,000
None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None


None None None None None None None None
None None None None None None None None

None None None None None None None None

(continued)

134
Interested
Trustee Independent Trustee
Fund Ramji Bunch Loughridge Malpass Murphy
Vanguard Ultra-Short Bond ETF None None None None None
Vanguard Ultra-Short-Term None None None None None
Bond Fund
Vanguard Ultra-Short-Term None None None None None
Tax-Exempt Fund
Vanguard Utilities Index Fund $1 to None None None None
$10,000
Vanguard Value Index Fund None None Over None None
$100,000

Vanguard Variable Insurance None None None None None


Funds - Balanced Portfolio
Vanguard Variable Insurance None None None None None
Funds - Capital Growth Portfolio
Vanguard Variable None None None None None
Insurance Funds - Conservative
Allocation Portfolio
Vanguard Variable None None None None None
Insurance Funds - Diversified
Value Portfolio
Vanguard Variable Insurance None None None None None
Funds - Equity Income Portfolio
Vanguard Variable Insurance None None None None None
Funds - Equity Index Portfolio
Vanguard Variable None None None None None
Insurance Funds - Global Bond
Index Portfolio
Vanguard Variable Insurance None None None None None
Funds - Growth Portfolio
Vanguard Variable Insurance None Over None None None
Funds - High Yield Bond Portfolio $100,000
Vanguard Variable Insurance None None None None None
Funds - International Portfolio
Vanguard Variable Insurance None None None None None
Funds - Mid-Cap Index Portfolio
Vanguard Variable None None None None None
Insurance Funds - Moderate
Allocation Portfolio
Vanguard Variable Insurance None None None None None
Funds - Money Market Portfolio

135
Independent Trustee
Pastor Patterson Perold Raskin Reid Thomas Venneman Volanakis
None None None None None None None None
None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None $10,001


to
$50,000
None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

(continued)

136
Interested
Trustee Independent Trustee
Fund Ramji Bunch Loughridge Malpass Murphy
Vanguard Variable None None None None None
Insurance Funds - Real Estate
Index Portfolio
Vanguard Variable Insurance None None None None None
Funds - Short-Term Investment-
Grade Portfolio
Vanguard Variable None None None None None
Insurance Funds - Small
Company Growth Portfolio
Vanguard Variable None None None None None
Insurance Funds - Total Bond
Market Index Portfolio
Vanguard Variable Insurance None None None None None
Funds - Total International
Stock Market Index Portfolio
Vanguard Variable None None None None None
Insurance Funds - Total Stock
Market Index Portfolio
Vanguard Wellesley None None None None None
Income Fund
Vanguard Wellington Fund None None None None None
Vanguard Windsor Fund None None None None None
Vanguard Windsor II Fund None None None None None
Aggregate Dollar Range of Over Over Over Over Over
Vanguard Fund Shares Owned $100,000 $100,000 $100,000 $100,000 $100,000

137
Independent Trustee
Pastor Patterson Perold Raskin Reid Thomas Venneman Volanakis
None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None

None None None None None None None None


None None None None None None None None
None None None None None None None None
Over Over Over Over Over Over None Over
$100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000

138
PART VI
Exhibits
Exhibit A - Nominating Committee Charter
The Vanguard Funds Boards Of Trustees Nominating Committee Charter
Role of Committee
The Nominating Committee (the “Committee”) will be primarily
responsible for the nomination of candidates for election to the Board of
Trustees (the “Fund Board”) of each of the Vanguard Funds (collectively,
“Vanguard Funds” and each, a “Vanguard Fund”). The Committee will
also have the authority to recommend the removal of any Trustee from
the Fund Board.
Membership of Committee
The Committee will be composed exclusively of Independent Trustees,
as defined below, chosen by the Fund Board. For these purposes, an
“Independent Trustee” means a Trustee on the Fund Board who is not
an “interested person” as defined by the Investment Company Act of
1940, as amended (the “Investment Company Act”). Former officers and
employees of the Vanguard Funds and The Vanguard Group, Inc. will not
be considered Independent Trustees irrespective of whether they qualify
under the Investment Company Act definition.
Leadership of Committee
The Lead Independent Trustee selected by the Fund Board will serve
as Chairman of the Committee (the “Committee Chairman”). The
Committee Chairman will call all meetings of the Committee and
set the agenda for each meeting.
Committee Responsibilities
• The Committee will periodically review the size and composition of
the Fund Board to determine whether it would be appropriate to add
new members with additional backgrounds, skills and experiences.
Whenever a vacancy occurs on the Fund Board, the Committee will
consider whether it would be appropriate to fill that vacancy with a
new Fund Board member.
• If the Committee decides to add a new member to the Fund Board,
the Committee will evaluate and interview an appropriate range of
candidates. The Committee will consider any candidates suggested
by the Vanguard Fund’s Chief Executive Officer (the “CEO”), and will
give the CEO the opportunity to meet with all prospective candidates
prior to any final decision by the Committee. However, control of the
nomination of new Trustees will rest exclusively with the Committee.
As part of this responsibility, the Committee will be responsible for
conducting, subject to applicable law, any and all inquiries into the

139
background and qualifications of any candidate for the Fund Board
and such candidate’s compliance with the independence and other
qualification requirements established by the Fund Board or required
by law.
• In evaluating candidates for the Fund Board, the Committee should
consider, among other things, a candidate’s integrity, strength of
character, judgment, business experience, specific areas of expertise,
length of tenure, ability to devote sufficient time to attendance at
and preparation for Fund Board meetings, factors relating to the
composition of the Fund Board (including its size and structure) and
principles of diversity.
• By vote of a majority of its members, the Committee may nominate
candidates for election to the Fund Board. The election of new Board
members will be accomplished by majority vote of the full Board or,
where required by the Investment Company Act, by vote of Vanguard
Fund shareholders.
• The Committee will periodically evaluate the performance of the
incumbent Trustees on the Fund Board. By vote of a majority of its
members, the Committee may recommend the removal of any Trustee
from the Fund Board, with or without cause.
Committee Procedures
• The Committee will meet as often as the Committee or the Fund
Board deems appropriate, but no less than one time per year.
• A majority of the members of the Committee will constitute a quorum.
All determinations of the Committee will be made by a majority of
its members present at a meeting duly called and held (or where the
Committee consists of only two members, or only two members are
present and constitute a quorum, by unanimous vote). Any decision
or determination of the Committee reduced to writing and signed
by all of the members of the Committee (including by means of
electronic transmission) will be as fully effective as if such decision or
determination had been made at a meeting duly called and held.
• The Committee will have direct access to, and complete and open
communication with, management and may obtain advice and
assistance from internal legal, accounting, or other advisors. The
Committee may retain independent legal, accounting, or other
advisors to assist it, and may determine compensation for such
advisors, and the Vanguard Funds will be responsible for any costs
or expenses so incurred.

140
Other Items
• As required by the Bylaws of the Vanguard Funds, the Committee
will keep minutes of its meetings and report all actions taken by the
Committee to the Fund Board.
• The Committee may delegate its authority and duties to
subcommittees or individuals as it deems appropriate and in
accordance with applicable laws and regulations.
• The Committee will evaluate its performance on an annual basis.
• At least annually, this charter will be reviewed and reassessed by the
Committee and any proposed changes will be submitted to the Fund
Board for approval.
Last Board Approval: November 2023

141
142
Exhibit B - Boards and Committee Meetings

Trust (FYE) Board Meetings


Vanguard Admiral Funds (8/31) 8
Vanguard Bond Index Funds (12/31) 10
Vanguard California Tax-Free Funds (11/30) 10
Vanguard Charlotte Funds (10/31) 9
Vanguard Chester Funds (9/30) 8
Vanguard CMT Funds (8/31) 8
Vanguard Explorer Fund (10/31) 9
Vanguard Fenway Funds (9/30) 8
Vanguard Fixed Income Securities Funds (1/31) 10
Vanguard Horizon Funds (9/30) 8
Vanguard Index Funds (12/31) 10
Vanguard Institutional Index Funds (12/31) 10
Vanguard International Equity Index Funds (10/31) 9
Vanguard Malvern Funds (9/30) 8
Vanguard Massachusetts Tax-Exempt Funds (11/30) 10
Vanguard Money Market Reserves (8/31) 8
Vanguard Montgomery Funds (12/31) 10
Vanguard Municipal Bond Funds (10/31) 9
Vanguard New Jersey Tax-Free Funds (11/30) 10
Vanguard New York Tax-Free Funds (11/30) 10
Vanguard Ohio Tax-Free Funds (11/30) 10
Vanguard Pennsylvania Tax-Free Funds (11/30) 10
Vanguard Quantitative Funds (9/30) 8
Vanguard Scottsdale Funds (8/31) 8
Vanguard Specialized Funds (1/31) 10
Vanguard STAR Funds (10/31) 9
Vanguard Tax-Managed Funds (12/31) 10
Vanguard Trustees' Equity Fund (10/31) 9
Vanguard Valley Forge Funds (12/31) 10
Vanguard Variable Insurance Funds (12/31) 10
Vanguard Wellesley Income Fund (9/30) 8
Vanguard Wellington Fund (11/30) 10
Vanguard Whitehall Funds (10/31) 9
Vanguard Windsor Funds (10/31) 9
Vanguard World Fund (8/31)* 8

143
Independent
Audit Compensation Governance Investment Nominating
Committee Committee Committee Committees Committee
Meetings Meetings Meetings Meetings Meetings
5 2 11 2 2
6 5 8 2 5
6 5 7 2 5
5 3 9 2 2
5 3 9 2 2
5 2 11 2 2
5 3 9 2 2
5 3 9 2 2
6 5 8 2 5
5 3 9 2 2
6 5 8 2 5
6 5 8 2 5
5 3 9 2 2
5 3 9 2 2
6 5 7 2 5
5 2 11 2 2
6 5 8 2 5
5 3 9 2 2
6 5 7 2 5
6 5 7 2 5
6 5 7 2 5
6 5 7 2 5
5 3 9 2 2
5 2 11 2 2
6 5 8 2 5
5 3 9 2 2
6 5 8 2 5
5 3 9 2 2
6 5 8 2 5
6 5 8 2 5
5 3 9 2 2
6 5 7 2 5
5 3 9 2 2
5 3 9 2 2
5 2 11 2 2

*The fiscal year-end of Vanguard Mega Cap Growth Index Fund, a series of this trust, is 9/30.

144
Exhibit C - Independent Trustee Compensation

Trust (FYE) Bunch Loughridge


Vanguard Admiral Funds (8/31) $5,234 $6,198
Vanguard Bond Index Funds (12/31) 42,012 50,925
Vanguard California Tax-Free Funds (11/30) 1,238 1,501
Vanguard Charlotte Funds (10/31) 11,017 13,051
Vanguard Chester Funds (9/30) 4,003 4,743
Vanguard CMT Funds (8/31) 0 0
Vanguard Explorer Fund (10/31) 1,150 1,363
Vanguard Fenway Funds (9/30) 3,713 4,396
Vanguard Fixed Income Securities Funds (1/31) 11,079 13,400
Vanguard Horizon Funds (9/30) 2,216 2,623
Vanguard Index Funds (12/31) 186,966 226,628
Vanguard Institutional Index Funds (12/31) 16,873 20,451
Vanguard International Equity Index Funds (10/31) 13,719 16,243
Vanguard Malvern Funds (9/30) 5,880 6,962
Vanguard Massachusetts Tax-Exempt Funds (11/30) 126 150
Vanguard Money Market Reserves (8/31) 22,231 26,325
Vanguard Montgomery Funds (12/31) 32 35
Vanguard Municipal Bond Funds (10/31) 10,766 12,750
Vanguard New Jersey Tax-Free Funds (11/30) 121 148
Vanguard New York Tax-Free Funds (11/30) 366 440
Vanguard Ohio Tax-Free Funds (11/30) 67 79
Vanguard Pennsylvania Tax-Free Funds (11/30) 184 220
Vanguard Quantitative Funds (9/30) 772 913
Vanguard Scottsdale Funds (8/31) 13,251 15,689
Vanguard Specialized Funds (1/31) 15,236 18,425
Vanguard STAR Funds (10/31) 22,806 27,005
Vanguard Tax-Managed Funds (12/31) 12,258 14,861
Vanguard Trustees' Equity Fund (10/31) 841 994
Vanguard Valley Forge Funds (12/31) 3,036 3,682
Vanguard Variable Insurance Funds (12/31) 2,037 2,469

145
Malpass Pastor* Perold Raskin Reid** Thomas Volanakis
$5,234 $5,028 $5,028 $5,372 $5,028 $5,028 $5,372
42,012 0 42,012 44,559 24,007 42,012 44,559
1,238 0 1,238 1,313 566 1,238 1,313
11,017 10,582 10,582 11,307 10,582 10,582 11,307
4,003 3,845 3,845 4,108 3,845 3,845 4,108
0 0 0 0 0 0 0
1,150 1,105 1,105 1,180 1,105 1,105 1,180
3,713 3,566 3,566 3,810 3,566 3,566 3,810
11,079 1,008 11,037 11,714 7,260 11,037 11,714
2,216 2,128 2,128 2,274 2,128 2,128 2,274
186,966 0 186,966 198,298 106,838 186,966 198,298
16,873 0 16,873 17,896 9,642 16,873 17,896
13,719 13,177 13,177 14,080 13,177 13,177 14,080
5,880 5,648 5,648 6,035 5,648 5,648 6,035
126 0 126 134 58 126 134
22,231 21,354 21,354 22,816 21,354 21,354 22,816
32 0 32 34 18 32 34
10,766 10,341 10,341 11,049 10,341 10,341 11,049
121 0 121 129 56 121 129
366 0 366 388 167 366 388
67 0 67 71 30 67 71
184 0 184 195 84 184 195
772 742 742 792 742 742 792
13,251 12,728 12,728 13,600 12,728 12,728 13,600
15,236 1,387 15,179 16,110 9,984 15,179 16,110
22,806 21,906 21,906 23,406 21,906 21,906 23,406
12,258 0 12,258 13,001 7,005 12,258 13,001
841 808 808 863 808 808 863
3,036 0 3,036 3,220 1,735 3,036 3,220
2,037 0 2,037 2,160 1,164 2,037 2,160

(continued)

146
Trust (FYE) Bunch Loughridge
Vanguard Wellesley Income Fund (9/30) 2,808 3,324
Vanguard Wellington Fund (11/30) 5,524 6,695
Vanguard Whitehall Funds (10/31) 5,409 6,407
Vanguard Windsor Funds (10/31) 4,412 5,226
Vanguard World Fund (8/31)*** 15,340 18,166

Total Independent Trustee Compensation*

Bunch Loughridge
All Vanguard Funds $371,667 $441,667

147
Malpass Pastor* Perold Raskin Reid** Thomas Volanakis
2,808 2,697 2,697 2,881 2,697 2,697 2,881
5,524 0 5,524 5,859 2,523 5,524 5,859
5,409 5,195 5,195 5,551 5,195 5,195 5,551
4,412 4,238 4,238 4,529 4,238 4,238 4,529
15,340 14,734 14,734 15,743 14,734 14,734 15,743

*Mr. Pastor became a member of the funds’ Boards effective January 1, 2024.
**Mr. Reid became a member of the funds’ Boards effective July 20, 2023.
***The fiscal year-end of Vanguard Mega Cap Growth Index Fund, a series of this trust,
is 9/30.

Malpass Pastor** Perold Raskin Reid Thomas Volanakis


$371,667 $304,167 $359,167 $383,333 $335,595 $359,167 $383,333
*The amounts reported in this table reflect the total compensation paid to each trustee for his
or her service as trustee of 210 Vanguard funds for the 12-month period ended October 31,
2024, and include any amount a trustee has elected to defer. During this period, the following
trustees elected to defer all or a portion of their compensation as follows: Ms. Bunch,
$371,667; Mr. Perold, $359,167; Ms. Raskin, $191,667; Mr. Reid, $335,595; and Dr. Thomas,
$179,583.
**Mr. Pastor became a member of the funds’ Boards effective January 1, 2024.

148
Exhibit D - Audit and Non-Audit Fees

Trust FYE Audit Fees


Vanguard Admiral Funds August 31, 2024 $278,000
August 31, 2023 261,000
Vanguard Bond Index Funds December 31, 2023 419,000
December 31, 2022 393,000
Vanguard California Tax-Free Funds November 30, 2023 84,000
November 30, 2022 88,000
Vanguard Charlotte Funds October 31, 2024 238,000
October 31, 2023 217,000
Vanguard Chester Funds September 30, 2024 32,000
September 30, 2023 30,000
Vanguard CMT Funds August 31, 2024 58,000
August 31, 2023 47,000
Vanguard Explorer Fund October 31, 2024 42,000
October 31, 2023 45,000
Vanguard Fenway Funds September 30, 2024 64,000
September 30, 2023 60,000
Vanguard Fixed Income Securities Funds January 31, 2024 460,000
January 31, 2023 424,000
Vanguard Horizon Funds September 30, 2024 180,000
September 30, 2023 170,000
Vanguard Index Funds December 31, 2023 668,000
December 31, 2022 632,000
Vanguard Institutional Index Funds December 31, 2023 65,000
December 31, 2022 61,000
Vanguard International Equity Index Funds October 31, 2024 485,000
October 31, 2023 313,000
Vanguard Malvern Funds September 30, 2024 322,000
September 30, 2023 305,000
Vanguard Massachusetts Tax-Exempt Funds November 30, 2023 29,000
November 30, 2022 30,000
Vanguard Money Market Reserves August 31, 2024 64,000
August 31, 2023 61,000
Vanguard Montgomery Funds December 31, 2023 48,000
December 31, 2022 47,000
Vanguard Municipal Bond Funds October 31, 2024 231,000
October 31, 2023 224,000
Vanguard New Jersey Tax-Free Funds November 30, 2023 29,000
November 30, 2022 31,000

149
Audit-Related Fees Tax Fees All Other Fees Aggregate Non-Audit Fees*
$0 $0 $0 $5,689,348
0 0 0 4,999,862
0 0 0 5,189,838
0 0 0 7,230,080
0 0 0 5,078,705
0 0 0 7,880,080
0 0 0 3,702,548
0 0 0 7,147,238
0 0 0 5,793,869
0 0 0 4,999,862
10,000 0 0 5,689,348
0 0 0 4,999,862
0 0 0 3,702,548
0 0 0 7,147,238
0 0 0 5,793,869
0 0 0 4,999,862
0 0 0 5,934,830
0 0 0 6,708,813
0 0 0 5,793,869
0 0 0 4,999,862
0 0 0 5,189,838
0 0 0 7,230,080
0 0 0 5,189,838
0 0 0 7,230,080
0 0 0 3,702,548
0 0 0 7,147,238
0 0 0 5,793,869
0 0 0 4,999,862
0 0 0 5,078,705
0 0 0 7,880,080
0 0 0 5,689,348
0 0 0 4,999,862
0 0 0 5,189,838
0 0 0 7,230,080
0 0 0 3,702,548
0 0 0 7,147,238
0 0 0 5,078,705
0 0 0 7,880,080

(continued)

150
Trust FYE Audit Fees
Vanguard New York Tax-Free Funds November 30, 2023 54,000
November 30, 2022 56,000
Vanguard Ohio Tax-Free Funds November 30, 2023 29,000
November 30, 2022 30,000
Vanguard Pennsylvania Tax-Free Funds November 30, 2023 30,000
November 30, 2022 31,000
Vanguard Quantitative Funds September 30, 2024 38,000
September 30, 2023 36,000
Vanguard Scottsdale Funds August 31, 2024 587,000
August 31, 2023 558,000
Vanguard Specialized Funds January 31, 2024 238,000
January 31, 2023 218,000
Vanguard STAR Funds October 31, 2024 183,000
October 31, 2023 205,000
Vanguard Tax-Managed Funds December 31, 2023 153,000
December 31, 2022 144,000
Vanguard Trustees' Equity Fund October 31, 2024 174,000
October 31, 2023 135,000
Vanguard Valley Forge Funds December 31, 2023 78,000
December 31, 2022 102,000
Vanguard Variable Insurance Funds December 31, 2023 547,000
December 31, 2022 514,000
Vanguard Wellesley Income Fund September 30, 2024 30,000
September 30, 2023 28,000
Vanguard Wellington Fund November 30, 2023 230,000
November 30, 2022 250,000
Vanguard Whitehall Funds October 31, 2024 483,000
October 31, 2023 433,000
Vanguard Windsor Funds October 31, 2024 92,000
October 31, 2023 90,000
Vanguard World Fund** August 31, 2024 779,000
August 31, 2023 736,000

151
Audit-Related Fees Tax Fees All Other Fees Aggregate Non-Audit Fees*
0 0 0 5,078,705
0 0 0 7,880,080
0 0 0 5,078,705
0 0 0 7,880,080
0 0 0 5,078,705
0 0 0 7,880,080
0 0 0 5,793,869
0 0 0 4,999,862
0 0 0 5,689,348
0 0 0 4,999,862
0 0 0 5,934,830
0 0 0 6,708,813
0 0 0 3,702,548
0 0 0 7,147,238
0 0 0 5,189,838
0 0 0 7,230,080
0 0 0 3,702,548
0 0 0 7,147,238
0 0 0 5,189,838
0 0 0 7,230,080
0 0 0 5,189,838
0 0 0 7,230,080
0 0 0 5,793,869
0 0 0 4,999,862
0 0 0 5,078,705
0 0 0 7,880,080
0 0 0 3,702,548
0 0 0 7,147,238
0 0 0 3,702,548
0 0 0 7,147,238
0 0 0 5,689,348
0 0 0 4,999,862

*Aggregate non-audit fees include audit-related fees, tax fees, and all other fees to the trusts,
Vanguard, and any entity controlling, controlled by, or under common control of Vanguard.
**The fiscal year-end of Vanguard Mega Cap Growth Index Fund, a series of this trust,
is 9/30.

152
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