X0405 TA-1/A 0000735286 XXXXXXXX 084-00772 true LIVE SEC VANGUARD GROUP INC 385385 100 Vanguard Boulevard M39 Malvern PA 19355-2900 N 610-669-1000 Y 2525 Water Ridge Parkway 1 North Falls Plaza Charlotte NC 28217 14321 North Northsight Blvd Scottsdale AZ 85260 7900 Windrose Avenue Plano TX 75024 Y Y Bank of New York Mellon /TA 085-05006 101 BARCLAY ST NEW YORK NY 10286 JP Morgan Chase Bank NA 085-11399 4 NEW YORK PLAZA NEW YORK TX 10004 State Street Bank & Trust Co /TA 085-05003 1776 HERITAGE DRIVE JOHN ADAMS BUILDING NORTH QUINCY MA 02171 N Corporation Amy NMN Gutmann 06/30/2006 Director NA true 02/22/2022 Andre Francois Perold 12/31/2004 Director NA true Francis Joseph Loughrey 10/01/2009 Director NA true 02/26/2025 Michael Thomas Rollings 06/06/2006 Managing Director NA true Mark NMN Loughridge 03/22/2012 Director NA true Scott Charles Malpass 03/22/2012 Director NA true Peter Frederick Volanakis 12/01/2008 Director NA true Mortimer Joseph Buckley 01/31/2003 Chief Executive Officer, Director NA true 07/08/2024 Chris Davis McIsaac 01/07/2012 Managing Director NA true John Thomas Marcante 03/21/2013 Managing Director NA true 11/18/2022 Anne Elizabeth Robinson 09/22/2016 General Counsel NA true 06/21/2024 John Edward Schadl 03/18/2019 Chief Compliance Officer NA true 11/30/2022 Karin Ann Risi 05/28/2015 Managing Director NA true 12/31/2024 Thomas Mark Rampulla 05/28/2015 Managing Director NA true 12/29/2023 John Mark James 01/01/2017 Managing Director NA true Gregory NMN Davis 07/31/2017 Managing Director, President NA true Sarah Bloom Raskin 07/31/2017 Director NA true Deanna Marie Mulligan 07/31/2017 Director NA true 05/03/2024 Joseph Patrick Brennan 09/27/2018 Chief Risk Officer NA true Lauren Marie Valente 07/25/2020 Managing Director NA true Matthew John Benchener 12/04/2020 Managing Director NA true David Anthony Thomas 07/22/2021 Director NA true Nitin NMN Tandon 09/01/2021 Managing Director NA true Tara Lynn Bunch 11/18/2021 Director NA true Emerson Ulysses Fullwood 01/01/2008 Director NA true 02/26/2025 Jacqueline Mary Angell 11/30/2022 Chief Compliance Officer NA true Grant Fergus Reid 07/20/2023 Director NA true Amma Acheampomaa Boateng 12/30/2023 Managing Director NA true Lubos NMN Pastor 01/01/2024 Director NA true John NMN Murphy 06/01/2024 Director NA true Joanna Michelle Rotenberg 01/06/2025 Managing Director NA true Rebecca Hope Patterson 02/26/2025 Director NA true Barbara NMN Venneman 02/26/2025 Director NA true Jon Nicholas Couture 12/09/2024 Managing Director NA true N N N N N N N Y The Vanguard Group, Inc. SEC FILE NO. 3-22435 01/17/2025 THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 17, 2025, U.S. SECURITIES AND EXCHANGE COMMISSION ("SEC") ISSUED A SETTLEDADMINISTRATIVE ORDER IN WHICH IT FOUND THAT THE VANGUARD GROUP ("VGI") WILLFULLY VIOLATEDSECTION 206(4) OF THE INVESTMENT ADVISERS ACT OF 1940 ("ADVISERS ACT"), AND RULES 206(4)-7 AND 206(4)-8THEREUNDER BY (I) FAILING TO DISCLOSE TO INVESTORS IN THE INVESTOR TARGET RETIREMENT FUNDS("TRFS") OF THE IMPACT ON CAPITAL GAINS DISTRIBUTIONS AND RESULTING CAPITAL GAINS TAX LIABILITY AS ARESULT OF LOWERING THE MINIMUM INVESTMENT FOR THE INSTITUTIONAL TRFS AND (II) NOT HAVING INPLACE, ADOPTED, OR IMPLEMENTED WRITTEN POLICIES AND PROCEDURES DURING 2020 AND 2021 TOADDRESS THE ACCURACY OF DISCLOSURES WITH RESPECT TO CERTAIN MUTUAL FUNDS. THE SEC ALSOFOUND THAT VGI CAUSED CERTAIN MUTUAL FUNDS TO VIOLATE SECTION 17(A)(2) OF THE SECURITIES ACT OF1933 ("SECURITIES ACT") AND SECTION 34(B) OF THE INVESTMENT COMPANY ACT OF 1940 ("INVESTMENTCOMPANY ACT"). WITHOUT ADMITTING OR DENYING THE FINDINGS, VGI WAS (I) CENSURED; (II) ORDERED TOCEASE AND DESIST FROM COMMITTING OR CAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OFSECTION 17(A)(2) OF THE SECURITIES ACT, SECTION 206(4) OF THE ADVISERS ACT AND RULES 206(4)-7 AND206(4)-8 THEREUNDER, AND SECTION 34(B) OF THE INVESTMENT COMPANY ACT. WITHOUT ADMITTING OR DENYING THE FINDINGS, VGI WAS (I) CENSURED; (II) ORDERED TO CEASE AND DESISTFROM COMMITTING OR CAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF SECTION 17(A)(2) OF THESECURITIES ACT, SECTION 206(4) OF THE ADVISERS ACT AND RULES 206(4)-7 AND 206(4)-8 THEREUNDER, ANDSECTION 34(B) OF THE INVESTMENT COMPANY ACT; (III) ORDERED TO PAY $14.7M IN DISGORGEMENT AND $3.5MIN PREJUDGMENT INTEREST; AND (IV) ORDERED TO PAY A $13.5M CIVIL MONEY PENALTY. DISGORGEMENT ANDINTEREST AMOUNTS DEEMED SATISFIED BY PAYMENT OF $92.9M TO FAIR FUND IN CONNECTION WITH RELATEDSTATE ACTIONS. ON JANUARY 24, 2025, VGI PAID $106,410,000 INTO THE SEC FAIR FUND, COMPRISING THE$13.5M CIVIL PENALTY AND $92.9M IN RESTITUTION. N N N Y Vanguard Advisors, Inc. (VAI) Comm. of Pennsylvania, Dept. of Banking and Securities v. Vanguard Advisors, Inc. 12/20/2017 Commonwealth of Pennsylvania Department of Banking and Securities; Pennsylvania 10(d)(2)(v). Description of the Action As a result of an administrative error, Vanguard Advisors, Inc. did not immediately update an As a result of an administrative error, Vanguard Advisors, Inc. did not immediately update an investment advisor representative's registration to reflect Pennsylvania as the representative's new place of employment following the representative's move from Arizona to Pennsylvania. Vanguard Advisors, Inc. self-identified the issue. Entry of Consent Order and Agreement to pay an administrative assessment in the amount of $23,480.00. Vanguard Marketing Corporation (VMC) ACCEPTANCE, WAIVER, AND CONSENT (AWC) NO. 2020066956001 11/04/2022 Financial Industry Regulatory Authority (FINRA) FINRA found that from Nov. 2019 to Sept. 2020, VMC overstated projected yield and projected annual income for nine money market funds on certain brokerage account statements. FINRA also found that from at least Oct. 2019 to June 2021, certain account statements inaccurately presented market appreciation/depreciation and investment returns. The aforementioned errors did not affect the actual market yield paid to customers or holdings information displayed on customer statements have been resolved. FINRA also found that the firm failed to reasonably supervise its account statements by failing to time address customer reports of inaccuracies. FINRA found that VMC violated FINRA rules 2210, 3110, 4511 and 2010. Without admitting or denying the allegations or findings, VMC agreed to the imposition of a censure and a fine in the amount of $800,000, VMC's Letter of Acceptance, Waiver, and Consent was accepted by FINRA on May 25, 2023. The Vanguard Group, Inc. ATTORNEY GENERAL OF THE STATE OF NEW YORK, ASSURANCE NO. 25-003 01/17/2025 ATTORNEY GENERAL OF THE STATE OF NEW YORK ON JANUARY 17, 2025, THE NEW YORK ATTORNEY GENERAL ISSUED A SETTLED ASSURANCE OFDISCONTINUANCE IN WHICH IT FOUND THAT VGI VIOLATED THE MARTIN ACT (N.Y. GENERAL BUSINESS LAW 352ET SEQ.) AND N.Y. EXECUTIVE LAW 63(12) BY FAILING TO DISCLOSE TO INVESTORS IN INVESTOR TARGETRETIREMENT FUNDS ("TRFS") OF THE IMPACT ON CAPITAL GAINS DISTRIBUTIONS AND RESULTING CAPITALGAINS TAX LIABILITY THAT WOULD RESULT FROM LOWERING THE MINIMUM INVESTMENT FOR THEINSTITUTIONAL TRFS. WITHOUT ADMITTING OR DENYING THE FINDINGS, VMC AND VGI AGREED NOT TO ENGAGE, OR ATTEMPT TOENGAGE, IN CONDUCT IN VIOLATION OF ANY APPLICABLE LAWS AND WERE ORDERED TO PAY (I) $135 MILLION INREMEDIATION, SUBJECT TO $42.094 MILLION IN OFFSETS ($92.91 MILLION NET OF OFFSETS); (II) A PENALTY OF$13.5 MILLION; AND (III) $14.7 MILLION IN DISGORGEMENT AND $3.5 MILLION IN PREJUDGMENT INTEREST. THEREQUIRED MONETARY RELIEF WAS DEEMED SATISFIED BY PAYMENT TO SEC FAIR FUND IN RELATED ACTION. ONJANUARY 24, 2025, VGI PAID $106,410,000 INTO THE SEC FAIR FUND, COMPRISING THE $13.5 MILLION CIVILPENALTY AND $92.9 MILLION IN RESTITUTION. The Vanguard Group, Inc. DFI Case No. S-245138 (LX) 03/10/2025 Division of Securities, Wisconsin Department of Financial Institutions (DFI) On March 10, 2025, the Wisconsin Department of Financial Institutions, Division of Securities, issued a settled Consent Order in which it found that (i) The Vanguard Group (VGI) violated Wis. Stat. 551.501(2) by failing to disclose the potential for higher capital gains distributions from lowering the investment minimum of the Institutional Target Retirement Funds (TRFs); and (ii) the Vanguard Marketing Corporation (VMC) violated Wis. Admin Code DFI-Sec 4.05(2) by failing to adequately supervise its agents to ensure that they took adequate steps to disclose the risk that investors that held Investor share class TRFs in taxable accounts could potentially experience tax consequences as result of lowering the investment minimum for the Institutional share class TRFs. Without admitting or denying the findings, VMC and VGI agreed not to engage, or attempt to engage, in conduct in violation of any applicable laws and were ordered to pay (i) $135 million in remediation, subject to certain offsets; (ii) a penalty of $13.5 million; and (iii) $14.7 million in disgorgement and $3.5 million in prejudgment interest. Penalties and remediation deemed satisfied by payment to SEC Fair Fund in related action. The Vanguard Group, Inc. Case No. S-25-0017 03/10/2025 Oregon Department of Consumer and Business Services, Division of Finanical Regulation On March 10, 2025, the Oregon Department of Consumer and Business Services, Division of Financial Regulation, issued a settled Consent Order in which it found that (i) The Vanguard Group (VGI) violated Oregon Rev. Stat. 59.135(2) by failing to disclose the potential for higher capital gains distributions from lowering the investment minimum of the Institutional Target Retirement Funds (TRFs); and (ii) the Vanguard Marketing Corporation (VMC) violated Oregon Rev. Stat 59.205(13) and Oregon Admin. Rule 441-205-0210(3) by failing to adequately supervise its agents to ensure that they took adequate steps to disclose the risk that investors that held Investor share class TRFs in taxable accounts could potentially experience tax consequences as result of lowering the investment minimum for the Institutional share class TRFs. Without admitting or denying the findings, VMC and VGI agreed not to engage, or attempt to engage, in conduct in violation of any applicable laws and were ordered to pay (i) $135 million in remediation, subject to certain offsets; (ii) a penalty of $13.5 million; and (iii) $14.7 million in disgorgement and $3.5 million in prejudgment interest. Penalties and remediation deemed satisfied by payment to SEC Fair Fund in related action. The Vanguard Group, Inc. N/A 03/12/2025 South Dakota Division of Insurance & Securities On March 12, 2025, the South Dakota Department of Labor and Regulation, Division of Insurance, issued a settled Consent Order in which it found that (i) The Vanguard Group (VGI) violated S. Dakota Codified Laws 47-31B-501 by failing to disclose the potential for higher capital gains distributions from lowering the investment minimum of the Institutional Target Retirement Funds (TRFs); and (ii) the Vanguard Marketing Corporation (VMC) violated S. Dakota Codified Laws 47-31B-412 by failing to adequately supervise its agents to ensure that they took adequate steps to disclose the risk that investors that held Investor share class TRFs in taxable accounts could potentially experience tax consequences as result of lowering the investment minimum for the Institutional share class TRFs. Without admitting or denying the findings, VMC and VGI agreed not to engage, or attempt to engage, in conduct in violation of any applicable laws and were ordered to pay (i) $135 million in remediation, subject to certain offsets; (ii) a penalty of $13.5 million; and (iii) $14.7 million in disgorgement and $3.5 million in prejudgment interest. Penalties and remediation deemed satisfied by payment to SEC Fair Fund in related action. The Vanguard Group, Inc. MS 24-12-19 03/21/2025 STATE OF NEW MEXICO, REGULATION AND LICENSING DEPARTMENT, SECURITIES DIVISION ON MARCH 21, 2025, THE STATE OF NEW MEXICO REGULATION AND LICENSING DEPARTMENT SECURITIES DIVISION, ISSUED A SETTLED CONSENT ORDER IN WHICH IT FOUND THAT (I) THE VANGUARD GROUP (VGI) VIOLATED NEW MEXICO STATUTES ANNOTATED 1978, 58-13C-501 BY FAILING TO DISCLOSE THE POTENTIAL FOR HIGHER CAPITAL GAINS DISTRIBUTIONS FROM LOWERING THE INVESTMENT MINIMUM OF THE INSTITUTIONAL TARGET RETIREMENT FUNDS (TRFS); AND (II) THE VANGUARD MARKETING CORPORATION (VMC) VIOLATED NEW MEXICO STATUTES ANNOTATED 1978, 58-13C-412(C)(9) AND NEW MEXICO ADMIN. CODE. 12.11.4.10 FAILING TO ADEQUATELY SUPERVISE ITS AGENTS TO ENSURE THAT THEY TOOK ADEQUATE STEPS TO DISCLOSE THE RISK THAT INVESTORS THAT HELD INVESTOR TRFS IN TAXABLE ACCOUNTS COULD POTENTIALLY EXPERIENCE TAX CONSEQUENCES AS RESULT OF LOWERING THE INVESTMENT MINIMUM FOR THE INSTITUTIONAL TRFS. WITHOUT ADMITTING OR DENYING THE FINDINGS, VMC AND VGI AGREED NOT TO ENGAGE, OR ATTEMPT TO ENGAGE, IN CONDUCT IN VIOLATION OF ANY APPLICABLE LAWS AND WERE ORDERED TO PAY (I) $135 MILLION IN REMEDIATION, SUBJECT TO CERTAIN OFFSETS; (II) A PENALTY OF $13.5 MILLION; AND (III) $14.7 MILLION IN DISGORGEMENT AND $3.5 MILLION IN PREJUDGMENT INTEREST. PENALTIES AND REMEDIATION DEEMED SATISFIED BY PAYMENT TO SEC FAIR FUND IN RELATED ACTION. The Vanguard Group, Inc. DOCKET NO. 250010 03/21/2025 PENNSYLVANIA DEPARTMENT OF BANKING AND SECURITIES ON MARCH 21, 2025, THE PA DEPARTMENT OF BANKING AND SECURITIES ISSUED A SETTLED CONSENT ORDER IN WHICH IT FOUND THAT (I) THE VANGUARD GROUP (VGI) VIOLATED 70 PENN. STAT. 1-401 (B) BY FAILING TO DISCLOSE THE POTENTIAL FOR HIGHER CAPITAL GAINS DISTRIBUTIONS FROM LOWERING THE INVESTMENT MINIMUM OF THE INSTITUTIONAL TARGET RETIREMENT FUNDS (TRFS); AND (II) THE VANGUARD MARKETING CORPORATION (VMC) VIOLATED 70 PENN. STAT. 1-305 (A)(VII) BY FAILING TO ADEQUATELY SUPERVISE ITS AGENTS TO ENSURE THAT THEY TOOK ADEQUATE STEPS TO DISCLOSE THE RISK THAT INVESTORS THAT HELD INVESTOR TRFS IN TAXABLE ACCOUNTS COULD POTENTIALLY EXPERIENCE TAX CONSEQUENCES AS RESULT OF LOWERING THE INVESTMENT MINIMUM FOR THE INSTITUTIONAL TRFS. WITHOUT ADMITTING OR DENYING THE FINDINGS, VMC AND VGI AGREED NOT TO ENGAGE, OR ATTEMPT TO ENGAGE, IN CONDUCT IN VIOLATION OF ANY APPLICABLE LAWS AND WERE ORDERED TO PAY (I) $135 MILLION IN REMEDIATION, SUBJECT TO CERTAIN OFFSETS; (II) A PENALTY OF $13.5 MILLION; AND (III) $14.7 MILLION IN DISGORGEMENT AND $3.5 MILLION IN PREJUDGMENT INTEREST. PENALTIES AND REMEDIATION DEEMED SATISFIED BY PAYMENT TO SEC FAIR FUND IN RELATED ACTION. The Vanguard Group, Inc. DOCKET NO. 25-003-S 03/11/2025 STATE OF VERMONT, DEPARTMENT OF FINANCIAL REGULATION ON MARCH 11, 2025, THE VERMONT DEPARTMENT OF FINANCIAL REGULATION ISSUED A SETTLED CONSENT ORDER IN WHICH IT FOUND THAT (I) THE VANGUARD GROUP (VGI) VIOLATED 9 VERMONT STAT. ANN. 5501 BY FAILING TO DISCLOSE THE POTENTIAL FOR HIGHER CAPITAL GAINS DISTRIBUTIONS FROM LOWERING THE INVESTMENT MINIMUM OF THE INSTITUTIONAL TARGET RETIREMENT FUNDS (TRFS); AND (II) THE VANGUARD MARKETING CORPORATION (VMC) VIOLATED VERMONT SECS. REG. 2-2(B)(2) BY FAILING TO ADEQUATELY SUPERVISE ITS AGENTS TO ENSURE THAT THEY TOOK ADEQUATE STEPS TO DISCLOSE THE RISK THAT INVESTORS THAT HELD INVESTOR TRFS IN TAXABLE ACCOUNTS COULD POTENTIALLY EXPERIENCE TAX CONSEQUENCES AS RESULT OF LOWERING THE INVESTMENT MINIMUM FOR THE INSTITUTIONAL TRFS. WITHOUT ADMITTING OR DENYING THE FINDINGS, VMC AND VGI AGREED NOT TO ENGAGE, OR ATTEMPT TO ENGAGE, IN CONDUCT IN VIOLATION OF ANY APPLICABLE LAWS AND WERE ORDERED TO PAY (I) $135 MILLION IN REMEDIATION, SUBJECT TO CERTAIN OFFSETS; (II) A PENALTY OF $13.5 MILLION; AND (III) $14.7 MILLION IN DISGORGEMENT AND $3.5 MILLION IN PREJUDGMENT INTEREST. PENALTIES AND REMEDIATION DEEMED SATISFIED BY PAYMENT TO SEC FAIR FUND IN RELATED ACTION. The Vanguard Group, Inc. ORDER NO. S-22-3439-25-CO01 03/18/2025 STATE OF WASHINGTON DEPARTMENT OF FINANCIAL INSTITUTIONS, SECURITIES DIVISION ON MARCH 18, 2025, THE STATE OF WASHINGTON DEPARTMENT OF FINANCIAL INSTITUTIONS SECURITIES DIVISION, ISSUED A SETTLED CONSENT ORDER IN WHICH IT FOUND THAT (I) THE VANGUARD GROUP (VGI) VIOLATED REV. WASH. CODE 21.20.010 BY FAILING TO DISCLOSE THE POTENTIAL FOR HIGHER CAPITAL GAINS DISTRIBUTIONS FROM LOWERING THE INVESTMENT MINIMUM OF THE INSTITUTIONAL TARGET RETIREMENT FUNDS (TRFS); AND (II) THE VANGUARD MARKETING CORPORATION (VMC) VIOLATED WASHINGTON ADMIN. CODE 460-20C-150 BY FAILING TO ADEQUATELY SUPERVISE ITS AGENTS TO ENSURE THAT THEY TOOK ADEQUATE STEPS TO DISCLOSE THE RISK THAT INVESTORS THAT HELD INVESTOR TRFS IN TAXABLE ACCOUNTS COULD POTENTIALLY EXPERIENCE TAX CONSEQUENCES AS RESULT OF LOWERING THE INVESTMENT MINIMUM FOR THE INSTITUTIONAL TRFS. WITHOUT ADMITTING OR DENYING THE FINDINGS, VMC AND VGI AGREED NOT TO ENGAGE, OR ATTEMPT TO ENGAGE, IN CONDUCT IN VIOLATION OF ANY APPLICABLE LAWS AND WERE ORDERED TO PAY (I) $135 MILLION IN REMEDIATION, SUBJECT TO CERTAIN OFFSETS; (II) A PENALTY OF $13.5 MILLION; AND (III) $14.7 MILLION IN DISGORGEMENT AND $3.5 MILLION IN PREJUDGMENT INTEREST. PENALTIES AND REMEDIATION DEEMED SATISFIED BY PAYMENT TO SEC FAIR FUND IN RELATED ACTION. The Vanguard Group, Inc. 2025-CDS-006 04/01/2025 COLORADO SECURITIES COMMISSIONER ON APRIL 1, 2025, THE STATE OF COLORADO SECURITIES COMMISSIONER ISSUED A SETTLED CONSENT ORDER IN WHICH IT FOUND THAT (I) THE VANGUARD GROUP (VGI) VIOLATED COLORADO REVISED STATUTES 11-51-501(1)(B) BY FAILING TO DISCLOSE THE POTENTIAL FOR HIGHER CAPITAL GAINS DISTRIBUTIONS FROM LOWERING THE INVESTMENT MINIMUM OF THE INSTITUTIONAL TARGET RETIREMENT FUNDS (TRFS); AND (II) THE VANGUARD MARKETING CORPORATION (VMC) VIOLATED 3 CODE OF COLORADO REGULATIONS 704-1, RULE 51-4.7(H) BY FAILING TO ADEQUATELY SUPERVISE ITS AGENTS TO ENSURE THAT THEY TOOK ADEQUATE STEPS TO DISCLOSE THE RISK THAT INVESTORS THAT HELD INVESTOR TRFS IN TAXABLE ACCOUNTS COULD POTENTIALLY EXPERIENCE TAX CONSEQUENCES AS RESULT OF LOWERING THE INVESTMENT MINIMUM FOR THE INSTITUTIONAL TRFS. WITHOUT ADMITTING OR DENYING THE FINDINGS, VMC AND VGI AGREED NOT TO ENGAGE, OR ATTEMPT TO ENGAGE, IN CONDUCT IN VIOLATION OF ANY APPLICABLE LAWS AND WERE ORDERED TO PAY (I) $135 MILLION IN REMEDIATION, SUBJECT TO CERTAIN OFFSETS; (II) A PENALTY OF $13.5 MILLION; AND (III) $14.7 MILLION IN DISGORGEMENT AND $3.5 MILLION IN PREJUDGMENT INTEREST. PENALTIES AND REMEDIATION DEEMED SATISFIED BY PAYMENT TO SEC FAIR FUND IN RELATED ACTION. The Vanguard Group, Inc. MATTER NO. 25-202513-S 03/25/2025 STATE OF CONNECTICUT, DEPARTMENT OF BANKING ON MARCH 25, 2025, THE STATE OF CONNECTICUT DEPARTMENT OF BANKING ISSUED A SETTLED CONSENT ORDER IN WHICH IT FOUND THAT (I) THE VANGUARD GROUP (VGI) VIOLATED CONNECTICUT GEN. STAT 36B-5(A)(2) BY FAILING TO DISCLOSE THE POTENTIAL FOR HIGHER CAPITAL GAINS DISTRIBUTIONS FROM LOWERING THE INVESTMENT MINIMUM OF THE INSTITUTIONAL TARGET RETIREMENT FUNDS (TRFS); AND (II) THE VANGUARD MARKETING CORPORATION (VMC) VIOLATED REGULATIONS OF CONNECTICUT STATE AGENCIES 36B-31-6(F) BY FAILING TO ADEQUATELY SUPERVISE ITS AGENTS TO ENSURE THAT THEY TOOK ADEQUATE STEPS TO DISCLOSE THE RISK THAT INVESTORS THAT HELD INVESTOR TRFS IN TAXABLE ACCOUNTS COULD POTENTIALLY EXPERIENCE TAX CONSEQUENCES AS RESULT OF LOWERING THE INVESTMENT MINIMUM FOR THE INSTITUTIONAL TRFS. WITHOUT ADMITTING OR DENYING THE FINDINGS, VMC AND VGI AGREED NOT TO ENGAGE, OR ATTEMPT TO ENGAGE, IN CONDUCT IN VIOLATION OF ANY APPLICABLE LAWS AND WERE ORDERED TO PAY (I) $135 MILLION IN REMEDIATION, SUBJECT TO CERTAIN OFFSETS; (II) A PENALTY OF $13.5 MILLION; AND (III) $14.7 MILLION IN DISGORGEMENT AND $3.5 MILLION IN PREJUDGMENT INTEREST. PENALTIES AND REMEDIATION DEEMED SATISFIED BY PAYMENT TO SEC FAIR FUND IN RELATED ACTION. The Vanguard Group, Inc. INV2022-00041 03/22/2025 STATE OF NEW HAMPSHIRE, DEPARTMENT OF STATE, BUREAU OF SECURITIES REGULATION ON MARCH 21, 2025, THE STATE OF NEW HAMPSHIRE DEPARTMENT OF STATE BUREAU OF SECURITIES REGULATION, ISSUED A SETTLED CONSENT ORDER IN WHICH IT FOUND THAT (I) THE VANGUARD GROUP (VGI) VIOLATED N.H. REV. STAT. ANN. 421-B:5-501(A)(2) BY FAILING TO DISCLOSE THE POTENTIAL FOR HIGHER CAPITAL GAINS DISTRIBUTIONS FROM LOWERING THE INVESTMENT MINIMUM OF THE INSTITUTIONAL TARGET RETIREMENT FUNDS (TRFS); AND (II) THE VANGUARD MARKETING CORPORATION (VMC) VIOLATED N.H. REV. STAT. ANN. 421-B:4-412(D)(9) BY FAILING TO ADEQUATELY SUPERVISE ITS AGENTS TO ENSURE THAT THEY TOOK ADEQUATE STEPS TO DISCLOSE THE RISK THAT INVESTORS THAT HELD INVESTOR TRFS IN TAXABLE ACCOUNTS COULD POTENTIALLY EXPERIENCE TAX CONSEQUENCES AS RESULT OF LOWERING THE INVESTMENT MINIMUM FOR THE INSTITUTIONAL TRFS. WITHOUT ADMITTING OR DENYING THE FINDINGS, VMC AND VGI AGREED NOT TO ENGAGE, OR ATTEMPT TO ENGAGE, IN CONDUCT IN VIOLATION OF ANY APPLICABLE LAWS AND WERE ORDERED TO PAY (I) $135 MILLION IN REMEDIATION, SUBJECT TO CERTAIN OFFSETS; (II) A PENALTY OF $13.5 MILLION; AND (III) $14.7 MILLION IN DISGORGEMENT AND $3.5 MILLION IN PREJUDGMENT INTEREST. PENALTIES AND REMEDIATION DEEMED SATISFIED BY PAYMENT TO SEC FAIR FUND IN RELATED ACTION. The Vanguard Group, Inc. N/A 03/21/2025 STATE OF NEW JERSEY, BUREAU OF SECURITIES ON MARCH 21, 2025, THE STATE OF NEW JERSEY BUREAU OF SECURITIES, ISSUED A SETTLED CONSENT ORDER IN WHICH IT FOUND THAT (I) THE VANGUARD GROUP (VGI) VIOLATED NEW JERSEY STATUTES ANNOTATED 49:3-52(B) BY FAILING TO DISCLOSE THE POTENTIAL FOR HIGHER CAPITAL GAINS DISTRIBUTIONS FROM LOWERING THE INVESTMENT MINIMUM OF THE INSTITUTIONAL TARGET RETIREMENT FUNDS (TRFS); AND (II) THE VANGUARD MARKETING CORPORATION (VMC) VIOLATED NEW JERSEY STATUTES ANNOTATED 49:3-58(A)(2)(XI) BY FAILING TO ADEQUATELY SUPERVISE ITS AGENTS TO ENSURE THAT THEY TOOK ADEQUATE STEPS TO DISCLOSE THE RISK THAT INVESTORS THAT HELD INVESTOR TRFS IN TAXABLE ACCOUNTS COULD POTENTIALLY EXPERIENCE TAX CONSEQUENCES AS RESULT OF LOWERING THE INVESTMENT MINIMUM FOR THE INSTITUTIONAL TRFS. WITHOUT ADMITTING OR DENYING THE FINDINGS, VMC AND VGI AGREED NOT TO ENGAGE, OR ATTEMPT TO ENGAGE, IN CONDUCT IN VIOLATION OF ANY APPLICABLE LAWS AND WERE ORDERED TO PAY (I) $135 MILLION IN REMEDIATION, SUBJECT TO CERTAIN OFFSETS; (II) A PENALTY OF $13.5 MILLION; AND (III) $14.7 MILLION IN DISGORGEMENT AND $3.5 MILLION IN PREJUDGMENT INTEREST. PENALTIES AND REMEDIATION DEEMED SATISFIED BY PAYMENT TO SEC FAIR FUND IN RELATED ACTION. N N N N N Y Vanguard Marketing Corporation (VMC) ACCEPTANCE, WAIVER, AND CONSENT (AWC) No. C05040058 07/20/2004 National Association of Securities Dealers (NASD) NASD alleges in two instances, prices paid to customers to liquidate municipal securities positions were below fair market vvalue. By relying on broker's bids to determine FMV, VMC failed to ensure transactions were executed at fair and reasonable prices. NASD accepted VMC's Letter of Acceptance, Waiver and Consent. Firm agreed to imposition of censure and fine in the amount of $10,000, and restitution to two customers in the amount of $9443, plus interest. Vanguard Marketing Corporation (VMC) ACCEPTANCE, WAIVER, AND CONSENT (AWC) No. 2013038325801 03/06/2015 Financial Industry Regulatory Authority (FINRA) FINRA alleges that VMC violated article V, section 2(c) of the FINRA by-laws, FINRA rule 2010 and NASD rule 3010(a) by failing to file form U4 amendments for 60 reportable events, and by failing to timely file form U4 amendments for 20 report events. FINRA accepted VMC's AWC. VMC agreed to the imposition of a censure, a $350,000 fine, production of a VMC retained independent consultant's report, and certification of VMC's implementation of improvements outlined in the independent consultant's report. N N Y N/A Capital Market Investigation Department, Investigation Team 3-1076 09/24/2020 South Korean Financial Services Commission, South Korea The South Korean Financial Supervisory Service claimed that on three occasions from 2018 to 2019 The Vanguard Group, Inc. (VGI), engaged in the sale of two Korean listed securities without corresponding ownership of the positions, a practice which is prohibited under South Korean law. On September 24, 2020, the South Korean Financial Services Commission imposed an administrative fine in the amount$104,575 (KRW 120 Million) on VGI, related to the above. Vanguard Investments Australia Ltd (VIA) ASIC Infringement Notices Section 12GX 11/11/2022 Australian Securities and Investments Commission (ASIC) Act 2001 VIA self-identified an error in the product disclosure statements (PDS) to the Australian Securities and Investments Commission for the Vanguard International Shares Select Exclusions Index Funds and issued a supplementary PDS for the affected funds, correcting the error, and communicating the update to investors. The notices resulted in a total fine of $27,116 USD ($39,960 AUD). The notices were paid in full on 12/1/2022. Vanguard Investments Australia Ltd (VIA) Financial Markets Authority (FMA), New Zealand, Formal Warning 03/27/2023 FMA, New Zealand The FMA issued a formal warning to VIA for failing to lodge the required notice on the New Zealand Companies Office Disclose Register within the required five-day timeframe regarding the three infringement notices issued by Australian Securities and Investments Commission (ASIC). A formal warning was issued by FMA. Vanguard Investments Australia LTD (VIA) Vanguard Ethically Conscious Global Aggregate Bond Index ETF 09/25/2024 Australian Securities and Investments Commission ON 25 JULY 2023, ASIC LODGED CIVIL PENALTY PROCEEDINGS IN THE FEDERAL COURT OF AUSTRALIA AGAINSVANGUARD INVESTMENTS AUSTRALIA LTD (VIA), ALLEGING MISREPRESENTATIONS IN RELATION TO CLAIMSABOUT CERTAIN ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) EXCLUSIONARY SCREENS APPLIED TOINVESTMENTS IN THE VANGUARD ETHICALLY CONSCIOUS GLOBAL AGGREGATE BOND INDEX AND ETF. ASICALLEGED THAT THE DESCRIPTION OF THE EXCLUSIONARY SCREENS IN THE PRODUCT DISCLOSURESTATEMENTS (PDS) DID NOT PROVIDE A SUFFICIENTLY DETAILED EXPLANATION THAT CERTAIN COMPANY DEBISSUERS LACKING ESG RESEARCH COVERAGE WERE INCLUDED IN THE BENCHMARK SUCH THAT THE FUNDAND ETF HAD EXPOSURE TO CERTAIN SECURITIES THAT MAY NOT HAVE REASONABLY EXPECTED BYINVESTORS. IN ADDITION, ANCILLIARY STATEMENTS MADE BY VIA, IN THE FORM OF A MEDIA RELEASE AND TWINDUSTRY PRESENTATIONS, WERE ALLEGED TO NOT ADEQUATELY DISCLOSE THE LIMITATIONS OF THEEXCLUSIONARY SCREENS APPLIED TO THE PRODUCTS. IN CONSIDERING THE FACTS, JUSTICE O'BRYAN OF THE FEDERAL COURT ISSUED A REASONS FOR JUDGEMENAND ORDERS ON 25 SEPTEMBER 2024, THAT OBLIGATES: 1) VIA TO PAY PECUNIARY PENALTY TO THECOMMONWEALTH OF AUSTRALIA OF AUD$12.9 MILLION WHICH WAS PAID IN FULL ON 14 OCTOBER 2024; 2) VIAPUBLISH ADVERSE PUBLICITY NOTICES AS PRESCRIBED BY THE ANNEXURE ACCOMPANYING THE ORDERS BY25 OCTOBER 2024 ON SPECIFIED INTERNET WEB ADDRESSES UNTIL AT LEAST 25 SEPTEMBER 2025; AND 3) ASTO PAY VIA'S COSTS OF AND INCIDENTAL TO THE HEARING ON 8 MARCH 2024 AND VIA TO OTHERWISE PAY THCOSTS OF THE PROCEEDINGS Y The Vanguard Group, Inc. CIVIL JUDICIAL 11/27/2024 UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF TEXAS; TYLER DIVISION; CASE 6:24-CV-004 ATTORNEYS GENERALS OF TEXAS, ALABAMA, ARKANSAS, INDIANA, IOWA, KANSAS, MISSOURI, MONTANA, NEBRASKA, WEST VIRGINIA & WYOMING. VIOLATION OF SECTION 7 OF THE CLAYTON ACT, 15 U.S.C. & 18; VIOLATIONS OF SECTION 1 OF THE SHERMAN ACT 15 U.S.C. & 1; TEXAS, MONTANA AND WEST VIRGINIA STATELAW ANTITRUST CLAIMS. PENDING: SERVED IN PERSON ON 12/3/24 BUT THE COURT DOCKET INDICATES THE SERVICE DATE AS 12/4/24. N N Jacqueline Angell 610-503-3877 Chief Compliance Officer 04/10/2025