VAI is a Pennsylvania corporation that provides clients with a wide variety of investment advisory services, including the following:
• Stable Value: discretionary investment advisory services to separate accounts that are offered as investment options in state‐sponsored education savings plans (“529 Plans”);
• Vanguard Institutional Advisory Services: discretionary and nondiscretionary advisory services and administrative services to institutional clients such as endowments, foundations, employee benefit plans and trusts, and family offices.
• Vanguard ETF Strategic Model Portfolios: model portfolios comprised of Vanguard Funds and exchange traded funds (ETFs) (as defined below) as well as mutual funds and ETFs managed by third party asset managers that are accessed by third party intermediaries through third party platforms;
• Interactive Advice Tools: Personal Online Advisor (“POA”) is a nondiscretionary advisory service previously offered to certain retail clients and currently to participants of eligible employer‐ sponsored retirement plans. POA is sub‐advised by Edelman Financial Engines Advisors L.L.C. (“FEA”), an independent investment advisor unaffiliated with VAI;
• Vanguard Personal Advisor Select (formerly branded Vanguard Personal Advisor Services): ongoing advised account services for certain retail clients and point‐ in‐time advice services for participants in eligible employer‐ sponsored retirement plans;
• Vanguard Personal Advisor: discretionary advisory service offered to retail clients and eligible participants of certain employer‐sponsored retirement plans;
• Vanguard Digital Advisor: discretionary advisory service offered to retail clients and to eligible participants of certain employer‐ sponsored retirement plans;
• Vanguard Situational Advisor: point‐in‐time, nondiscretionary advice services and financial planning offered to participants in certain employer‐sponsored retirement plans; and
• Vanguard Managed Account Program (“VMAP”) and POA: VMAP is a discretionary advisory service offered to participants of eligible employer‐sponsored retirement plans. POA is a nondiscretionary advisory service offered to participants of eligible employer‐ sponsored retirement plans. VMAP and POA are sub‐advised by FEA. VAI is a Pennsylvania corporation that provides clients with a wide variety of investment advisory services. This Brochure provides information about the Vanguard Digital Advisor (“Digital Advisor”) and Vanguard Personal Advisor (“Personal Advisor”) programs. Information about the other investment advisory programs and services offered by VAI is available through the SEC’s website at www.adviserinfo.sec.gov. VAI was incorporated in and has been in business since 1995. VAI is 100% owned by Goliath, Inc., a Delaware corporation. Goliath is 100% owned by The Vanguard Group, Inc. (“Vanguard”). As such, VAI is an indirect, wholly owned subsidiary of Vanguard, the sponsor and manager of the family of mutual funds and ETFs (exchange‐traded funds) comprising The Vanguard Group of Investment Companies (“Vanguard® Funds”), which VAI typically recommends as investments for its investment advisory services. Please see the section of this brochure entitled “Other financial industry activities and affiliations” for more information. Vanguard Digital Advisor Digital Advisor, launched by VAI in 2019, provides an automated investment advisory program that offers eligible clients access to discretionary investment advisory services through a website and digital interface (the “Site”). Digital Advisor also provides online financial planning tools designed to help clients create a personalized, goals‐based financial plan. Vanguard Personal Advisor Personal Advisor, launched by VAI in June 2022, provides the same discretionary investment advisory and financial planning services as Digital Advisor through the Site while also offering financial planning consultations with a VAI investment adviser representative (“VAI Financial Advisor”). As an SEC‐registered investment advisor, VAI has a fiduciary duty to act in its clients’ best interests and to abide by the duties of care and loyalty under the Investment Advisers Act of 1940 (“Advisers Act”). Additionally, when we provide investment advice to you regarding your Participant Account or IRA, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. As fiduciaries, we act in your best interest and do not put our interest ahead of yours. At the same time, certain aspects of the Services create potential conflicts of interest, such as the way we make money inclusive of recommending the use of proprietary products and investment accounts. See “Fees and compensation “on page 16 for additional information. Our client relationship begins when you enter into Your Service Agreement for Vanguard Discretionary Advice Services: Vanguard Digital Advisor, Vanguard Personal Advisor (the “Client Agreement”) and the scope of our fiduciary relationship is defined in the Client Agreement. Signatories of the Client Agreement are referred to as “Clients” for their respective Service. Goal forecasting and other financial planning tools that are available prior to signing the Client Agreement, are provided solely for your information and education, but your use of those tools prior to signing the Client Agreement does not constitute a fiduciary relationship between you and VAI under the Advisers Act. Your participation in either Service requires internet access in order to enroll and to access program documents. You should not interact with either Service if you do not have consistent internet access or do not want to accept electronic delivery of documents and disclosures required to be delivered in connection with the Services. You are required to maintain an active email address with us in order to remain enrolled in a Services. As the Site evolves over time, new content, capabilities, or features may be introduced at different times. As new capabilities are introduced they may initially be available to a small population of Clients. At any given time, not all Clients will have access to the same features and services. Below is an overview of the Services, please refer to the sections of this Brochure that follow under the heading entitled “Methods of analysis, investment strategies, and risk of loss” for more detailed information. Developing Your Investment Strategy Our investment strategies are designed with a disciplined, long‐term approach that focuses on managing risk through appropriate asset allocation and diversification. Our methodology uses a strategic and personalized approach by first focusing on the mix of asset classes (i.e., stocks, bonds, cash) that aligns with your willingness and ability to take risk and is appropriate to meet your financial goals over time. Each Service relies on information you provide through the Site. Across all your goals, we will gather information about your risk/reward preferences or risk tolerance to determine your personalized investment strategy. This information helps us to provide an assessment of your risk attitude (Very Conservative, Conservative, Moderate, Aggressive and Very Aggressive) for you to consider. You must set a retirement investment goal to enroll an account into either Service. Each Service captures inputs around your retirement investment goal including your expected retirement age as well as your anticipated spending needs, taxable income, and your savings depending on the onboarding journey that you choose. The risk attitude you select, your current age, marital status, and the expected retirement age you provide are then used as inputs to our proprietary investment algorithm. Our proprietary algorithm uses this data to recommend a particular investing track and glide path that correspond to your retirement investment goal. In order to obtain a recommended asset allocation through a Service, you will need to open a new account or enroll an eligible existing account that is either: (i) a Vanguard brokerage account (“Vanguard Brokerage Account”) established with Vanguard Marketing Corporation (“VMC”), doing business as Vanguard Brokerage Services, or (ii) a participant account in an eligible employer‐ sponsored retirement plan (“Participant Account”) for which Vanguard affiliates provide recordkeeping services. Vanguard Brokerage Accounts and Participant Accounts are referred to collectively in this brochure as “Enrolled Accounts.” Once enrolled, we will recommend an asset allocation and specific investments that can be maintained in your Enrolled Accounts to meet your target asset allocation. The Enrolled Accounts that we manage on a discretionary basis through the Services are referred to as a “Portfolio.“ If you are enrolling a brokerage account, you will also take a style assessment, also known as an active risk assessment, to determine your investing patience and active risk tolerance. Based on the results of the style assessment, we will recommend an active/index or all‐index investment option. Additionally, you will have an opportunity to elect an optional environmental, social, and governance (“ESG”) all‐index investment option to further personalize your Portfolio investments based on your preferences. Depending on the onboarding track you select for the Site, these customization options could appear prior to or after enrollment. We can manage additional lump sum or certain multi‐ year financial goals, subject to availability. Unlike traditional approaches, where an individual investment account is earmarked to a single goal, our multi‐ goal capability treats accounts as fungible assets and flexibly allocates those assets across goals based on the plan you set. We determine the appropriate goal‐weighted asset allocation across all goals, dynamically managing assets and anticipated contributions within an integrated multi‐goal framework. This approach is designed to help you balance your retirement investment goal with other major financial goals. It is important to understand that your target asset allocation and specific investments may change significantly upon the inclusion of financial goals if a sizable portion of your account balances are required to fund financial goals on your target goal dates and will could result in decreasing your overall retirement savings. You should carefully consider the tradeoffs against your retirement savings when setting your other financial goals, including reviewing the interactive forecasts and projected investment glidepaths displayed in the Site. Goal Forecasting and Multiple Goals In the Site, your inputs will enable you to use different interactive planning tools and visualizations (leveraging inflation and return on capital models developed by VAI and its affiliates) to help you set your financial goals. Additional data such as current contributions, tax filing status, various income sources (lump sum, periodic, etc.), expenses, preferred age range of retirement options, and expected Social Security benefits inform your retirement investment goal forecasting. You can also elect to include certain spouse or partner inputs for a more complete household projection. Subject to availability, if you have connected an account or manually entered information about an account that is not managed by us (“self‐managed account” or “non‐ managed account”), you may plan additional financial goals that you anticipate funding with your self‐managed accounts for purposes of hypothetical forecasting, including projected tradeoffs with your retirement savings goal. Projections and forecasts regarding the likelihood of various investment outcomes are hypothetical in nature, do not reflect actual investment results, and are not guarantees of future results. Goal forecasts, including any suggestions to improve the likelihood of funding your goals, are based solely on your account types (e.g., individual, IRA, Roth IRA) and do not incorporate specific projections of investments that you hold at Vanguard or elsewhere. Any self‐managed accounts included in your goal planning are assumed to have similar asset allocations as managed accounts. If you invest differently, the goals forecast and any related suggestions, may not be realistic to meet your goals. Each Service also provides projections to help you understand the tradeoffs between different goals that influence the success of all your goals. Additionally, if you incorporate self‐managed accounts into multiple goals, forecasting success probabilities and tradeoffs are limited by assumptions regarding those accounts. The retirement investment goal setting experience is based on a long‐term asset allocation strategy and will not suit your needs if you are seeking a comprehensive retirement income strategy. Setting up additional financial goals is subject to availability. You can plan a financial goal with a single goal date that is at least eighteen months from the day you add the goal to your plan. Each Service provides access to calculators and interactive tools to help educate Clients about how to save for emergencies, where to direct extra or idle cash and how to optimize debt repayment options. These interactive tools are not integrated with the discretionary investment advisory and related online financial planning services offered through the Services and do not impact your recommended investment strategy. Personal Advisor ‐VAI Financial Advisor consultations Prior to enrollment, if you have any questions, you’ll have the option to speak with a VAI Financial Advisor. You will also be given the opportunity to preview projected investment recommendations to determine whether to enroll in Personal Advisor. You can also choose to forego scheduling an initial or follow‐up VAI Financial Advisor consultation and instead enroll in Personal Advisor using an all‐digital enrollment process. If you switch from Digital Advisor to Personal Advisor you must enroll in Personal Advisor prior to scheduling a call. Clients enrolled in Personal Advisor will have the ability to call and schedule an appointment with a VAI Financial Advisor at any time. Employer‐sponsored retirement plan participants (“Participants”) with Portfolio securities less than $500,000 and Vanguard Brokerage Account Clients are assigned to a team of VAI Financial Advisors. Clients assigned to a team of advisors can schedule an appointment with a VAI Financial Advisor by logging in to the Site and scheduling a convenient time for the VAI Financial Advisor to call them, or by calling us at 877‐662‐ 7447. Participants with Portfolio securities equal to or more than $500,000 receive an assigned VAI Financial Advisor. Participants with Portfolio securities of $500,000 or more can contact their VAI Financial Advisor directly by phone or by scheduling an appointment through the Site. VAI reserves the right, in its discretion, to alter its service models without notice or grant exceptions to the service models where it deems appropriate. Building your profile Your financial goals will be specific to the inputs you set. The Services are not intended to provide comprehensive tax advice or financial planning with respect to every aspect of your financial situation. Our ability to optimize your Portfolio allocation is dependent on the information you enter into the Site, including your planned savings, projections of future spending needs and responses to visualizations of the potential financial goal planning options. We will also use the information you provide to us through the Site to generate goals‐based forecasting and recommendations on how to better meet your investing goals. Any such goals‐based forecasting and recommendations are a point‐in‐time assessment based on your situation and goals at the time you access the Site. We do not proactively update your forecasts, provide ongoing financial planning, or generally monitor your progress toward your financial goals on an ongoing basis. You must interact with the Site for updated forecasts and personalized messaging about your plan progress. If you elect to include self‐managed accounts in goal forecasts, including spouse’s or partner’s accounts, these account types and balances may be considered for purposes of goals forecasting, but will not influence or alter the investment recommendations provided by us for your Portfolio. We do not make specific recommendations or manage investments in self‐managed accounts, including those held at an entity outside of Vanguard. If you switch between Services (either from Digital Advisor to Personal Advisor or from Personal Advisor to Digital Advisor) then the information and elections that you provided to the prior Service will be used to manage your Portfolio in the new Service unless you make additional changes. Personal Advisor Transition Services Personal Advisor offers additional transition services if you are unenrolling from Vanguard Personal Advisor Select (“Select”) and enrolling into Vanguard Personal Advisor. If you are transitioning you will not be required to enroll the aggregate account balance required for new clients. In this experience, you can simultaneously confirm your unenrollment from Select and enrollment in Personal Advisor. If you previously elected tax loss harvesting services in Select, your election will carry over to Personal Advisor. Processing unenrollment, including any final Select fee assessments, will typically take VAI 4‐6 business days after which you will gain access to the Site and your Portfolio will be rebalanced in accordance with your Personal Advisor settings, if required under the Service’s methodology. Certain account settings may result in a longer transition period, inclusive of additional VAI outreach to confirm Client preferences. In the interim, Clients can schedule appointments with VAI Financial Advisors and request transactions by calling 877‐662‐ 7447. Vanguard Brokerage Account Clients Enrollments in Vanguard Digital Advisor require at least a $3,000 balance in each eligible Vanguard Brokerage Account. Enrollments in Personal Advisor require an aggregate $50,000 balance or greater in eligible Vanguard Brokerage Accounts. Plan participants may also enroll Vanguard Brokerage Accounts in Personal Advisor subject to the eligibility criteria described under “Participant Account Clients” below. Eligible Vanguard Brokerage Account types include taxable accounts (e.g., individual, or joint accounts with rights of survivorship) as well as certain tax‐advantaged accounts (e.g., traditional, Roth, or rollover IRAs). Inherited traditional or Roth IRAs are also eligible. For each brokerage account you wish to enroll, the entire balance must be in certain investment types (based on eligibility screening by a Service at the time of enrollment) and/or the brokerage account’s settlement fund. The settlement fund includes both money market fund and bank sweep products designated by Vanguard Brokerage Services. If your brokerage account holds investments that are not accommodated by a Service’s breakeven analysis or trading capabilities, then such account will be ineligible for enrollment. If an account is enrolled in a Service with pending trades, we reserve the right to cancel those trades as needed to allocate assets to the recommended portfolio. We recognize that you may experience costs and tax consequences associated with selling your existing securities positions to implement our lead advice recommendations. As such, subject to eligibility screening at enrollment, we’ll weigh the costs of transitioning the securities you hold before enrolling in a Service using a breakeven cost analysis (unless you’ve elected an ESG investment setting). We consider your costs by estimating the capital gains tax impacts compared to the expense ratio benefits from selling securities that are inconsistent with our lead recommendation. The breakeven analysis does not account for any fee offsets. If the securities you held before enrolling in a Service pass our breakeven cost analysis, we’ll recommend that you continue to hold all or a portion of such securities, subject to our portfolio construction guidelines. If they fail the breakeven cost analysis, we’ll recommend that you sell those positions and implement our lead advice recommendations. The breakeven analysis does not screen for investing style so your Portfolio could hold investments for an extended period of time that are inconsistent with your selected investment setting (e.g., retention of an actively managed fund with a total market all‐index investment setting.) Read the section below titled “Customizations” for additional information about imposing restrictions on our investment strategy. Retention of existing securities in your portfolio to minimize tax consequences will result in variance to the calculation of your advisory fees. For example, if a non‐ Vanguard security is retained under the break‐even analysis, you will incur any investment costs (e.g., expense ratios) that are not revenues to Vanguard in addition to the advisory fees you pay to VAI. See “Fees and Compensation” below for more information on fees. Even in situations where your Portfolio continues to hold securities you purchased before enrolling in a Service, we’ll recommend that any additional purchases in your Portfolio be made into Vanguard Funds, as applicable for your investment setting. For enrolled Vanguard Brokerage accounts, our lead investment recommendations will normally be limited to allocations in certain Vanguard Funds, based on cost, diversification and their ability to help facilitate investment strategies, such as total market, active, or tax loss harvesting, in Portfolios. Our investment recommendations for assets held in Vanguard Brokerage Accounts will not include recommendations to purchase individual securities or bonds, CDs, options, derivatives, annuities, third‐party mutual funds, closed‐end funds, unit investment trusts, partnerships, or other non‐ Vanguard securities. In particular, we will typically recommend varying combinations of Vanguard Total Stock Market ETF, Vanguard Total International Stock Market ETF, Vanguard Total Bond Market ETF, and Vanguard Total International Bond ETF (collectively referred to as the “Four Totals”) within Vanguard Brokerage Accounts for passive index exposure, such as the total market all‐index investment option. Other investment options also include combinations of other Vanguard mutual funds, including certain Vanguard Funds exclusively available to advisory clients, and other Vanguard ETFs. If you hold mutual fund share classes of a Vanguard ETF within your Vanguard Brokerage Accounts when you enroll, we may complete your target asset allocation around those existing mutual fund share class positions if those holdings provide appropriate asset allocation exposure. New investments will be allocated to the ETF share classes. See “Fees and compensation” below, Clients do not collectively pay more to Vanguard and its affiliates if their investments are held in mutual funds vs. ETFs. Under certain circumstances (e.g., a Portfolio with Participant Accounts and Vanguard Brokerage Accounts), we will recommend other Vanguard ETFs and funds other than the Four Totals to complete your target asset allocations: including but not limited to Vanguard FTSE Developed Markets ETF, Vanguard FTSE Emerging Markets ETF, Vanguard S&P 500 ETF, Vanguard Extended Market ETF, Vanguard Growth ETF, Vanguard Value ETF, Vanguard Short‐Term Bond ETF, Vanguard Intermediate‐ Term Bond ETF, Vanguard Intermediate Term Tax Exempt Fund, Vanguard Limited Term Tax Exempt Fund, Vanguard Long‐Term Bond ETF, Vanguard Long Term Tax‐Exempt Fund, and Vanguard Tax‐Exempt Bond ETF. In certain circumstances, based on your Portfolio’s composition relative to your target asset allocation as well as consideration of potential tax consequences of selling to achieve your target asset allocation, we will recommend other ETFs such as Vanguard S&P 500 ETF or Vanguard Extended Market ETF to better satisfy the sub‐asset class targets to achieve a diversified portfolio. Additionally, you may elect into another investment option that uses other Vanguard ETFs or funds. More information can be found under the heading entitled “Methods of analysis, investment strategies, and risk of loss” below. Vanguard offers a range of different solutions to help you meet your financial goals, including self‐ directed brokerage services, single fund investments (such as Vanguard’s Target Retirement Funds), and different investment advisory programs. If you are considering investing through a total market index investment setting, you should understand that each of the Four Totals is a share class of the mutual funds that are used (or are

substantially similar to the mutual funds used) in Vanguard’s Target Retirement Funds. In certain circumstances, a total market investment setting portfolio will contain identical allocations to the four Total Funds that are available in a Vanguard Target Retirement Fund, which is generally available at a lower cost than the Services. You should consider the advisory fees and Vanguard ETFs expense ratios you will incur upon enrollment as well as the personalized features and additional services that are available through each Service in comparison to the lower costs and absence of personalized services of Vanguard single fund solutions when considering the managed offer. When considering whether to enroll in a Service, you should consider that you will pay both the advisory fees and investment fees (e.g., Vanguard Fund or ETF expense ratios) upon enrollment in exchange for receiving access to a Service’s personalized features and services offered to Clients. In comparison, an investor who decides to not enroll would have access to many of the same Vanguard Funds without the payment of advisory fees but would also not have access to each Service’s personalized features and services offered to Clients. Participant Account Clients You may enroll your Participant Accounts, specifically a 401(k), Roth 401(k), 401 (a), or 403 (b) U.S. tax qualified retirement plan account, in each Service only if the Service has been made available by your plan fiduciary. To enroll in Personal Advisor, Participants must have a minimum of $250,000 in their Participant Account. If Participants elect to enroll Vanguard Brokerage Accounts, those balances will also satisfy this minimum. Alternatively, Participants can also enroll their Participant Account at any asset level if they elect to enroll Vanguard Brokerage Accounts that total $50,000 or more. There is a $5 minimum Participant Account balance required to enroll an eligible Participant Account in Digital Advisor. In some cases, your plan fiduciary may have enrolled your plan account in Digital Advisor and provided certain information on your behalf that was necessary to create your Portfolio, such as risk attitude, retirement age, length of retirement, retirement contributions, and retirement spending. You are encouraged to access your account to personalize your risk attitude and complete your profile, which will trigger Digital Advisor to reassess your asset allocation. Personalizing your enrollment will also give you access to plan additional goals (subject to availability) and use digital tools like the debt payoff calculator. If your plan fiduciary enrolls your account and you do not take action to un‐enroll from Digital Advisor, your decision to remain enrolled in the service will constitute your approval of the investment strategy selected for your Portfolio. Enrolled Accounts with no assets will automatically be un‐enrolled from Digital Advisor. Our investment recommendations for Participant Accounts will normally be limited to allocations in certain Vanguard and non‐Vanguard: mutual funds, collective investment trusts, or stable value funds. We will not include recommendations to purchase individual securities (except for reasonable accommodations for company stock) or bonds, CDs, options, derivatives, annuities, closed‐end funds, unit investment trusts, or partnerships. Plans and Participants will have the opportunity to provide a Service with additional information about their desired allocation to company stock investments if the Participant’s Account is invested in, or eligible to invest in (in the event a company match is available), such assets. Additionally, if your Participant Accounts have multiple tax types or funding sources (i.e. pre‐tax or after‐tax), then we will also seek to allocate future contributions to optimize tax efficiency. This contribution allocation can automatically change when changes to your employee or employer contributions become effective subject to your employer plan contributions and limits, as well as other plan design considerations, if sufficient information is available to the Services. Typically, your employer must authorize the Services to be offered to your Participant Account in order to receive automated updates. Generally, 403(b) and 401(a) plan types are assumed to be substantially similar to 401(k)s within the methodology. Depending on your employer plan, you may be able to manually enter contributions to update your future contribution allocation. For Participants in eligible employer‐sponsored retirement plans, we will recommend an asset allocation based on the investment options selected by the plan fiduciary as the plan core lineup and will typically recommend a combination of specific Vanguard Funds or affiliated collective investment trusts based on their low cost and broad diversification, if available in the eligible employer‐sponsored retirement plan. We will select Participant Account investments based on their asset allocation alignment with the methodology outlined in “Methods of analysis, investment strategies, and risk of loss” below. Our lead portfolio recommendation is to be globally diversified across equity and fixed income asset classes. However, if your plan fiduciary does not offer a currency‐hedged international fixed income index fund, we will use a US aggregate bond index fund for fixed income asset allocation exposure. By enrolling a Participant Account, you will be directing us to apply our asset allocation methodology to invest in funds offered in your plan's core lineup as it exists today and as that lineup may be changed by your plan fiduciary in the future. Additionally, Participants in certain employer‐sponsored retirement plans may not be eligible to enroll or remain enrolled if the plan lineup only includes company stock or third‐party investments that lack the asset allocation exposure required by our investment strategy. Investments (e.g., mutual funds or collective investment trusts) that are not affiliated with Vanguard may be included in your Portfolio to meet your allocation, if they are made available as part of your plan lineup of investment choices and including them is necessary to meet our recommended asset allocation for your Portfolio. Clients may be un‐enrolled from a Service if their plan fiduciary changes the core plan lineup and there are insufficient investment options to complete the recommended asset allocation. If a plan fiduciary elects to change recordkeeping service providers, your Participant Account will be un‐enrolled as part of the transition. Additionally, Participants with self‐ directed brokerage accounts in their Participant Accounts will be ineligible to enroll in a Service. All Clients You will be given the opportunity to preview our initial recommended asset allocation and specific fund recommendations to determine whether to enroll in the Services (except if your plan fiduciary has enrolled your Participant Account in Digital Advisor). These recommendations are based on a point‐in‐time assessment of our projected investment strategy for your selected investment settings as applicable, to manage towards your financial goal. In the event you choose to implement these recommendations without enrolling, we will not be held responsible for any losses resulting from any delays or mistakes in such implementation caused by you. Once you’ve agreed to enroll your Portfolio, we will provide discretionary management based on the financial goals and investment settings you set in the Site. Enrollment starts on the day you electronically execute the Client Agreement on the Site unless you accept the Agreement as part of a transfer of assets then your enrollment will start on the date your Enrolled Account is funded with the applicable minimum amount of assets (“Enrollment Date”). For example, rolling over assets from an employer‐sponsored plan to open a new Vanguard Brokerage Account. It is extremely important that you immediately notify us through the Site of material changes to your willingness and ability to tolerate risk, financial situation, financial goals, and investment objectives. The foregoing does not apply if your plan fiduciary enrolls your plan account in Digital Advisor and provides certain information on your behalf that was necessary to create your Portfolio. You should also compare the different fees and services that are offered through Digital Advisor and Personal Advisor when deciding which Service is more appropriate for you. You can invest in Digital Advisor and receive access to the same online financial planning tools and discretionary investment advice offered through Personal Advisor at a lower fee. However, you will not have access to VAI Financial Advisor consultations. By enrolling in a Service, you’re granting us discretionary investment authority to purchase and sell securities on your behalf. Accordingly, we will assess Portfolios using an algorithm (typically on each business day that markets are open for trading, however, we may in our discretion for technical or market infrastructure reasons forgo an assessment on a given day) to determine whether a rebalancing opportunity exists consistent with our investment strategy. Notwithstanding the foregoing, we will not attempt to engage in market timing trading practices. We may evolve our investment strategy described below under the heading “Methods of analysis, investment strategies, and risk of loss” from time to time. Each Service’s Site includes content based on your goals and provides personalized reporting. Once you are enrolled, the Site is accessed by logging on to your account at vanguard.com. For Clients enrolled in a Service, we will contact you, at least annually via the Site to validate your financial goal(s) chosen for the Portfolio for the purposes of determining whether there have been any changes in your financial situation, risk tolerance, tax situation, investment time horizon, investment objectives, or desired customizations. Again, it is critical that you interact with us during these attempts to validate your financial goals, needs, and the strategy chosen for the Portfolio, or whenever you believe that you may have experienced material changes to your financial situation, investment objectives, restrictions, and willingness and ability to tolerate risk, in order to ensure that our investment strategy is appropriately tailored to your financial goals. If you fail to validate your current investor profile or respond to our attempts to confirm your information, we’ll assume that there have been no changes, and we’ll continue in accordance with the financial goals you set on the Site. VAI reserves the right to un‐enroll your Portfolio from management if you fail to respond or interact with the Site. Before enrolling in a Service, Clients should consider paying off high‐interest debt. If potential returns on your investments are lower than your debt’s interest rate, it may be best to prioritize debt payments first. See “Methods of analysis, investment strategies, and risk of loss‐ Goals forecasting” for the investment returns we assume for the asset classes in each Service’s portfolios. Enrolled Account Restrictions and Defaults When you enroll, you will no longer be able to independently purchase or sell securities in your Portfolio, and you will be restricted from such activity until you terminate a Service. Transactions performed in a Portfolio enrolled in a Service without prior notice to us may be reversed or unwound by us to maintain the recommended allocation for your Portfolio (including any investment setting elections). If you enroll while trades are pending, we reserve the right to cancel those trades or otherwise take the actions necessary to invest your Enrolled Accounts into the target asset allocation. Ineligible trades or transfers placed in a taxable Vanguard Brokerage Account may result in taxable consequences. Other account transactions or services, like automatic trading services (such as automatic investment into specific investments/withdrawal from multiple accounts), will be restricted or unavailable through your traditional self‐directed account web experience. On or about April 1, 2024 you will be able to schedule automatic withdrawals for a single Vanguard Brokerage Account. This capability is expected to expand over time. Specific Enrolled Account restrictions and default account requirements for enrolled Vanguard Brokerage Accounts and enrolled Participant Accounts are summarized below. Enrolled Vanguard Brokerage Accounts In connection with enrollment in a Service, you’ll retain the right to: (i) withdraw securities and take sales proceeds as cash from the Portfolio; (ii) vote on shareholder proposals of beneficially owned securities or delegate the authority to vote on such proposals to another person; (iii) be provided, in a timely manner, with a confirmation or other notification of each securities transaction in the Portfolio and all other documents required by law to be provided to security holders; and (iv) proceed directly as a security holder against the issuer of any security in the Portfolio and not be obligated to join any person involved in the operation of the service, or any other Client of the service, as a condition precedent to initiating such proceeding. If you enroll a brokerage account that is currently approved for margin, your approval to invest on margin will be revoked. If you have any outstanding margin debt, that debt will need to be satisfied. We will undertake to trade to satisfy any outstanding margin debt, however, additional collection may be required if your assets are insufficient to do so. Due to certain limited functionality, Clients may need to un‐enroll accounts from the service in order to perform certain functions as disclosed in the Site or call Vanguard. MinTax cost basis method default for enrolled Vanguard Brokerage Accounts When you enroll, we’ll use the minimum tax (“MinTax”) cost basis method in performing the necessary transactions to manage your Portfolio on an ongoing basis for all securities held in your taxable accounts in the Portfolio. While we will consider the tax impact (because of the account type) of potential Portfolio changes, transitioning the Portfolio based on our portfolio construction guidelines could result in realized taxable gains or losses, or the generation of taxable dividend income or tax‐preference items that are taxable under the alternative minimum tax. Neither VAI nor any affiliated entity shall have any responsibility to pay these taxes. The MinTax cost basis method is generally designed to minimize tax impact and lower an individual’s tax burden by identifying selective units or quantities, also referred to as lots, of securities to sell in any sale transaction (including rebalancing) based on specific ordering rules. In many cases, the MinTax cost basis method will minimize the tax impact to you of a transaction, but it may not do so in every case. For example, if the taxable accounts within your Portfolio hold a position with a small short‐term capital loss and a large long‐term capital loss, the MinTax cost basis method will choose to sell the position held at a small short‐term capital loss first. The method’s effectiveness at minimizing your taxes will vary depending on your individual circumstances. You should consult with your tax advisor to discuss whether the MinTax cost basis method is appropriate for you given your individual circumstances. We don’t provide tax advice, nor does a Service’s use of the MinTax cost basis method constitute tax advice. We strongly urge you to consult with your tax advisor to discuss any tax concerns related to the Services, including the appropriate cost basis method for you before enrollment. Cash in /Cash out for enrolled Vanguard Brokerage Accounts While enrolled in a Service, you may transfer cash to and from the Portfolio at any time, and you may add or un‐enroll eligible accounts at any time via the Site. You will be able to transfer funds from any bank that you have linked to your Vanguard Brokerage Account. Additionally, you are able to transfer funds between settlement funds in different Vanguard Brokerage Accounts. We reserve the right to un‐ enroll Clients that maintain a balance below $3,000 in Vanguard Brokerage Accounts. We will attempt to contact you if you hold less than $2,000 across your Portfolio (if entirely composed of Vanguard Brokerage Accounts) and will un‐enroll your Accounts if we are unable to reach you or if you confirm that you will not be adding additional funds. Clients seeking to withdraw an amount from their Vanguard Brokerage Account that would cause the account balance to be less than $3,000 will be instructed to un‐enroll the account rather than use the “Get Cash” functionality. Enrolled Accounts with no assets will automatically be un‐enrolled from a Service. Transfers of funds into your Enrolled Accounts typically are invested after two business days although the specific circumstances of your transfer could result in longer processing times. Any amounts transferred into an Enrolled Account will be allocated to the appropriate investments based on our rebalancing methodology. To invest assets in Enrolled Accounts as quickly as possible, we will place trades based on the availability of pending transfers of cash in your Vanguard Brokerage Account. If you set up multiple financial goals, it will typically take one to two additional business days to invest your contribution to recognize your contribution relative to your planned savings. Also, transfers of funds using methods outside of ACH transfers, wire transfers, check, or incoming rollover transactions will not be automatically allocated as planned savings for purposes of calculating your target asset allocation. In accordance with your VMC Custodial Account Agreement governing your Vanguard Brokerage Account, your ability to use recently added funds may be restricted until they are collected. In addition, if funds are unpaid, recalled, or otherwise not honored, then VMC may debit your Vanguard Brokerage Account (including executing transactions) and/or charge your Vanguard Brokerage Account a fee. When cash is transferred to the Portfolio as a result of automated account services (such as an automatic investment plan) or investment earnings (such as interest or dividend payments), the cash will be allocated in accordance with our investment strategy upon your next rebalancing opportunity. Rebalancing occurs periodically in your Portfolio based on a systematic review on whether particular guardrails relative to your target recommended asset allocation are triggered. Upon enrollment, Enrolled Accounts will be defaulted to receiving dividend and capital gain distributions in cash to optimize rebalancing opportunities. The Services are currently only able to purchase whole shares of ETFs in your Vanguard Brokerage Accounts. We will monitor the assets in your settlement fund(s) in these accounts and will look for opportunities to put them to work in accordance with our investment strategy. Balances may remain in your settlement fund, generally less than $300 across your Portfolio. The lower your account balance the more likely that cash equivalent balances may remain in your settlement fund due to ETF share prices and consequently your settlement fund will represent a disproportionately higher percentage of your Portfolio. You will be able to request a sale of assets in your enrolled Vanguard Brokerage Accounts and to have the proceeds sent as cash to your authenticated and authorized linked bank account(s) via an electronic bank transfer. Transfers of cash out of your enrolled Vanguard Brokerage Account typically take two to four business days to occur (subject to the settlement of securities and other transactions in your managed account). Market closures will delay the settlement of transactions, which will, in turn, delay the transfer of cash out of your account. Additionally, due to market fluctuations it is possible that your withdrawal may require multiple trading days to generate your requested amount. One time withdrawals cannot be scheduled to occur at the same time as a scheduled withdrawal. Taking out cash will have an impact on your financial goal progress. Unplanned withdrawals do not automatically update your target goal amount when you take such a withdrawal, and you will also need to separately update your plan to ensure that your needed goal amount remains accurate. If you do not update your target goal amount when you take an unplanned withdrawal to meet a goal, then your investments will not be efficiently invested for your needs, because we will assume you still need to fund the full goal amount. If the balance of your settlement fund is sufficient to cover the withdrawal request, shares of the settlement fund will be sold to cover the withdrawal rather than selling assets in your enrolled Vanguard Brokerage Account otherwise your Portfolio will be reallocated within our methodology guardrails to raise cash sufficient to satisfy your withdrawal request. More information regarding the methodology used on the Site is provided in the sections of this Brochure that follow under the heading entitled “Methods of analysis, investment strategies, and risk of loss” below. Purchase and sale of securities in a Portfolio for enrolled Vanguard Brokerage Accounts While enrolled in the Services, you are restricted from purchasing or selling securities in your Portfolio until you terminate the Services. Ineligible transactions performed in a Portfolio enrolled in the Services may be reversed or unwound by us in order to maintain the recommended allocation for your Portfolio. Each Service currently does not accept the transfer of securities into enrolled Vanguard Brokerage Accounts. When externally initiating transfers into your enrolled Vanguard Brokerage Account, all transferred assets should be in cash. If you erroneously transfer securities into an enrolled Vanguard Brokerage Account they will be sold as soon as reasonably practicable, which will result in the realization of investment gains and losses and may result in a taxable event in taxable accounts. Any charges or fees associated with the sale, such as contingent deferred sales charges, that are not revenue to Vanguard remain your sole responsibly. If we are unable to liquidate transferred investments, we will contact you to discuss your options. Enrolled Participant Accounts Any default investment, distribution, withdrawal, or loan transactions will continue to be subject to the terms of your plan. While enrolled, you are prohibited from initiating investment exchanges and directing the investment of new contributions in your plan account unless you terminate the service. In certain situations, de minimis investments may be added to your account in accordance with plan terms (for example, as a result of dividends or rebates from investments held in your account prior to the date of enrollment). In addition, certain investments may be contributed to your Participant Account by your employer in accordance with plan rules (e.g., upon auto‐ enrollment in the plan). Such investments generally will be re‐ balanced from your account. All Account Types The Services may not be appropriate for all investors. Clients interested in other types of investment advice services regarding assets held in the Portfolio may contact VAI to discuss alternative arrangements or services. You may not receive third‐party discretionary advice on assets held in the Portfolio. If you wish to receive third‐party discretionary advice regarding certain securities in the Portfolio, you should terminate the Services. You may separately arrange for the provision of advice by another provider that has no material affiliation with, and receives no compensation in connection with, the securities held in your account(s). Enrolled Accounts with no assets will automatically be un‐enrolled. For Digital Advisor, you may terminate the service at any time via the Site. You can unenroll individual accounts from Personal Advisor on the Site, but final account termination must be completed by contacting Vanguard. If you terminate your Portfolio will remain invested in the investment options selected by us until you take further action. Upon requesting termination, your account will remain restricted from trading for up to four business days to remove the managed status from your account if there are pending transactions. Restrictions will typically be lifted within one business day. Depending on the timing of your termination relative to each Service’s automated trade process, additional trades could process prior to the removal of the managed status from your account. As of December 31, 2023, Vanguard Advisers, Inc. (“VAI”), had a total of $143,801,600,000 in discretionary client assets under management and $189,265,900,000 in non‐discretionary client assets under management.