EX-99.77Q1 OTHR EXHB

                                                       [SHIP LOGO VANGUARD/(R)/]






VANGUARD FUNDS



SUPPLEMENT TO THE STATEMENT OF ADDITIONAL INFORMATION

At a meeting held on July 2, 2009, the shareholders of the Vanguard funds
approved the following changes to the funds:


TRUSTEES ELECTED TO VANGUARD FUNDS' BOARDS OF TRUSTEES
Vanguard fund shareholders have elected F. William McNabb III and Peter F.
Volanakis as trustees, effective July 2009. The trustees set broad policies for
the funds; select investment advisors; monitor fund operations, performance, and
costs; nominate and select new trustees; and elect fund officers. Also effective
July 2009, J. Lawrence Wilson has retired from the funds' boards of trustees.

Mr. McNabb's principal occupations during the past five years include: Director
of Vanguard since 2008; Chief Executive Officer and President of Vanguard and of
each of the investment companies served by Vanguard, since 2008; Director of
Vanguard Marketing Corporation; and Managing Director of Vanguard (1995-2008).

Mr. McNabb is considered an "interested trustee" of each Vanguard fund because
he also holds the positions of President and Chief Executive Officer.

Mr. Volanakis's principal occupations during the past five years and outside
directorships include: President since 2007 and Chief Operating Officer since
2005 of Corning Incorporated (communications equipment); President of Corning
Technologies (2001-2005); Director of Corning Incorporated and Dow Corning;
Trustee of the Corning Incorporated Foundation and the Corning Museum of Glass;
and Overseer of the Amos Tuck School of Business Administration at Dartmouth
College.


STANDARDIZED FUNDAMENTAL POLICIES FOR ALL VANGUARD FUNDS
The shareholders of the Vanguard funds approved changes to the funds'
fundamental policies (i.e., policies that cannot be changed without a
shareholder vote). The newly adopted standardized fundamental policies for each
of the Vanguard funds are as follows:

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

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

Industry Concentration.
[For funds, other than index funds and money market funds, that do not
concentrate.] The Fund will not concentrate its investments in the securities of
issuers whose principal business activities are in the same industry.

[For index funds that do not concentrate.] The Fund will not concentrate its
investments in the securities of issuers whose principal business activities are
in the same industry, except as may be necessary to approximate the composition
of its target index.

[For funds, other than money market funds, that concentrate.] The Fund will
concentrate its investments in the securities of issuers whose principal
business activities are in the ________ industry, as defined in the prospectus
or Statement of Additional Information (SAI) (the blank to be consistent with
the fund's name, such as energy, health care, etc.).



[For the Prime Money Market Fund, Vanguard Variable Insurance Fund--Money Market
Portfolio, and Market Liquidity Fund.] The Fund will concentrate its assets in
the securities of issuers whose principal business activities are in the
financial services industry. For the purposes of this policy, the financial
services industry is deemed to include the group of industries within the
financial services sector. In addition, the Fund reserves the right to
concentrate its investments in government securities, as defined in the 1940
Act.

[For all other money market funds.] The Fund will not concentrate its
investments in the securities of issuers whose principal business activities are
in the same industry, except that the Fund reserves the right to concentrate its
investments in government securities, as defined in the 1940 Act, and
certificates of deposit and bankers' acceptances issued by domestic banks (which
may include U.S. branches of non-U.S. banks).

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

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

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

The funds' current fundamental policies with respect to diversification,
investment objective, and underwriting, if  applicable, remain unchanged.





























(C) 2009 The Vanguard Group, Inc. All rights reserved.

Vanguard Marketing Corporation, Distributor.                   SAI0709

EX-99.77C VOTES

Windsor Funds Shareholder Report Proxy Voting Results


At a special meeting of shareholders on July 2, 2009, fund shareholders approved
the following two proposals:

Proposal 1- Elect trustees for each fund.*

The  individuals  listed in the table below were  elected as  trustees  for each
fund. All trustees with the exception of Messrs.  McNabb and Volanakis  (both of
whom already served as directors of The Vanguard Group, Inc.) served as trustees
to the funds prior to the shareholder meeting.


Trustee                               For          Withheld     Percentage For

John J. Brennan             1,462,617,078        41,395,188              97.2%
Charles D. Ellis            1,458,717,131        45,295,136              97.0%
Emerson U. Fullwood         1,462,442,012        41,570,254              97.2%
Rajiv L. Gupta              1,460,115,928        43,896,339              97.1%
Amy Gutmann                 1,463,668,659        40,343,607              97.3%
JoAnn Heffernan Heisen      1,461,679,414        42,332,852              97.2%
F. William McNabb III       1,464,260,763        39,751,504              97.4%
Andre F. Perold             1,459,755,929        44,256,337              97.1%
Alfred M. Rankin, Jr.       1,461,179,223        42,833,043              97.2%
Peter F. Volanakis          1,464,881,112        39,131,154              97.4%

* Results are for all funds within the same trust




Proposal 2: - Update and standardize the funds' fundamental policies regarding:


(a) Purchasing and selling real estate.
(b) Issuing senior securities.
(c) Borrowing money.
(d) Making loans.
(e) Purchasing and selling commodities.
(f) Concentrating investments in a particular industry or group of industries.
(g) Eliminating outdated fundamental investment policies not required by law.


The  revised   fundamental   policies  are  clearly   stated  and  simple,   yet
comprehensive,  making  oversight and  compliance  more efficient than under the
former  policies.  The  revised  fundamental  policies  will  allow the funds to
respond more quickly to regulatory and market changes,  while avoiding the costs
and delays associated with successive shareholder meetings.

                      For         Abstain       Against      Broker   Percentage
                                                          Non-Votes          For
Windsor Fund

2a            591,976,834      12,012,414    30,298,706   16,146,865      91.0%
2b            590,999,439      13,072,969    30,215,545   16,146,866      90.9%
2c            585,308,550      13,121,695    35,857,706   16,146,868      90.0%
2d            586,552,119      12,915,618    34,820,214   16,146,868      90.2%
2e            588,761,329      12,383,944    33,142,682   16,146,865      90.5%
2f            589,794,808      13,263,025    31,230,121   16,146,865      90.7%
2g            594,936,766      12,615,999    26,735,187   16,146,868      91.5%


Windsor II Fund

2a            777,186,280      14,023,991    24,795,542   37,571,634      91.05%
2b            774,442,220      16,012,659    25,550,928   37,571,639      90.73%
2c            757,734,429      15,655,158    42,616,226   37,571,634      88.77%
2d            768,579,658      16,037,876    31,388,282   37,571,631      90.04%
2e            769,863,470      15,350,994    30,791,352   37,571,632      90.19%
2f            772,406,246      15,458,422    28,141,146   37,571,634      90.49%
2g            782,735,917      14,666,451    18,601,768   37,573,311      91.70%

Proposal 3 - Institute  procedures to prevent  holding  investments in companies
that,  in the  judgment of the board,  substantially  contribute  to genocide or
crimes  against  humanity,  the most egregious  violations of human rights.  The
trustees  recommended  a vote  against  this  proposal  because  it  called  for
procedures  that  duplicate  existing  practices and  procedures of the Vanguard
funds.
                      For      Abstain        Against       Broker    Percentage
                                                         Non Votes           For


Windsor Fund   62,897,474   23,504,407    547,886,058    16,146,880         9.7%

EX-99.77B ACCT LTTR

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of Vanguard Windsor Funds and the
Shareholders of
Vanguard Windsor Fund and
Vanguard Windsor II Fund


In planning and performing our audits of the financial statements
of Vanguard Windsor Fund and Vanguard Windsor II Fund,
(constituting Vanguard Windsor Funds, hereafter referred to as
the ?Trust?) as of and for the year ended October 31, 2009, in
accordance with the standards of the Public Company
Accounting Oversight Board (United States), we considered the
Trust?s internal control over financial reporting, including controls
over safeguarding securities, as a basis for designing our
auditing procedures for the purpose of expressing our opinion on
the financial statements and to comply with the requirements of
Form N-SAR, but not for the purpose of expressing an opinion on
the effectiveness of the Trust?s internal control over financial
reporting.  Accordingly, we do not express an opinion on the
effectiveness of the Trust's internal control over financial
reporting.

The management of the Trust is responsible for establishing and
maintaining effective internal control over financial reporting.  In
fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and
related costs of controls.  A company?s internal control over
financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with generally accepted accounting principles.  A
company's internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being made
only in accordance with authorizations of management and
trustees of the company; and (3)  provide reasonable assurance
regarding prevention or timely detection of unauthorized
acquisition, use or disposition of a company?s assets that could
have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements.  Also,
projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

A deficiency in internal control over financial reporting exists
when the design or operation of a control does not allow
management or employees, in the normal course of performing
their assigned functions, to prevent or detect misstatements on a
timely basis.  A material weakness is a deficiency, or a
combination of deficiencies, in internal control over financial
reporting, such that there is a reasonable possibility that a
material misstatement of the Trust's annual or interim financial
statements will not be prevented or detected on a timely basis.

Our consideration of the Trust?s internal control over financial
reporting was for the limited purpose described in the first
paragraph and would not necessarily disclose all deficiencies in
internal control over financial reporting that might be material
weaknesses under standards established by the Public Company
Accounting Oversight Board (United States).  However, we noted
no deficiencies in the Trust?s internal control over financial
reporting and its operation, including controls over safeguarding
securities, that we consider to be material weaknesses as
defined above as of October 31, 2009.

This report is intended solely for the information and use of
management and the Board of Trustees of Vanguard Windsor
Funds and the Securities and Exchange Commission and is not
intended to be and should not be used by anyone other than
these specified parties.



PricewaterhouseCoopers LLP
December 8, 2009

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