CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Prospectuses and
Statement of Additional Information constituting parts of this Post-Effective
Amendment No. 109 to the registration statement on Form N-1A (the "Registration
Statement") of our reports dated December 11, 2006, relating to the financial
statements and financial highlights appearing in the October 31, 2006 Annual
Reports to Shareholders of Vanguard Windsor Fund and Vanguard Windsor II Fund,
which reports are also incorporated by reference into the Registration
Statement. We also consent to the references to us under the heading "Financial
Highlights" in the Prospectuses and under the headings "Financial Statements"
and "Service Providers--Independent Registered Public Accounting Firm" in the
Statement of Additional Information.







PricewaterhouseCoopers LLP
Philadelphia, PA
February 20, 2007