Vanguard WindsorTM II Fund

Supplement to the Prospectus Dated February 27, 2009

New Advisor Joins Investment Advisory Team
The board of trustees of Vanguard Windsor II Fund has added Sanders Capital,
LLC (Sanders), to the Fund?s investment advisory team. Effective immediately,
Sanders will manage a portion of the Fund?s assets (approximately 8.5%).
Sanders and the Fund?s other investment advisors each independently select
and maintain a portfolio of common stocks for the Fund. The Fund?s board of
trustees designates the proportion of Fund assets to be managed by each
advisor and may change these proportions at any time.

Investment Objective, Primary Investment Strategies, Primary Risks,
and Fees and Expenses

The Fund?s investment objective, primary investment strategies, and primary
risks will not change. The addition of Sanders is not expected to cause a
material increase in the Fund?s fees or expenses for the current fiscal year.

Prospectus Text Changes
The prospectus is revised as follows:

In the Fund Profile section, under ?Additional Information,? the following is
added to the ?Investment Advisors?:

? Sanders Capital, LLC, New York, N.Y., since 2010

In the More on the Fund section, under ?Security Selection,? the following text
is added:

Sanders Capital, LLC (Sanders), which manages a portion of the Fund?s assets,
uses a traditional, bottom-up, fundamental research approach. The investment
process focuses on identifying securities that are undervalued relative to
Sanders? determination of their expected total return. Sanders? valuation
analysis
starts with a discounted analysis of free cash flows, ranks securities by
expected returns, and then applies systematic risk controls.
(over, please)

The following text is added to the Investment Advisors section:

? Sanders Capital, LLC, 375 Park Avenue, New York, NY 10152, is an investment
advisory firm founded in 2009.

In addition, the first paragraph after the list of advisors is replaced with the
following text:

The Fund pays five of its investment advisors?Armstrong Shaw; Barrow,
Hanley; Hotchkis and Wiley; Lazard; and Sanders?on a quarterly basis. Each
advisor receives a base fee that is based on certain annual percentage rates
applied to average daily net assets managed by the advisor during the most
recent fiscal quarter. The fee paid to each advisor may be increased or
decreased based on the advisor?s performance compared with that of a
benchmark index. For these purposes, the cumulative total return of each
advisor?s portion of the Fund is compared with that of the Russell 1000 Value
Index (for Armstrong Shaw), the MSCI US Prime Market 750 Index (for Barrow,
Hanley), the MSCI US Investable Market 2500 Index (for Hotchkis and Wiley),
the S&P 500 Index (for Lazard), and the Russell 3000 Index (for Sanders), over a
trailing 60-month period (a 36-month period for Barrow, Hanley and for Lazard).
Please note that over time, changes in an advisor?s relative performance may
result in changes in the performance-based fees paid by the Fund, which in turn
would result in an increase or decrease in the expenses borne by Fund
shareholders.

The following text is added to the section describing the managers primarily
responsible for the day-to-day management of the Fund:

Lewis A. Sanders, Chief Executive Officer and Co-Chief Investment Officer of
Sanders. He has worked in investment management since 1968; has managed
investment portfolios since 1981; has been with Sanders since 2009; and has
co-managed a portion of the Fund since 2010. Education: B.S., Columbia
University.

John P. Mahedy, Director of Research and Co-Chief Investment Officer of
Sanders. He has worked in investment management since 1995; has managed
investment portfolios since 2001; has been with Sanders since 2009; and has
co-managed a portion of the Fund since 2010. Education: B.S. and M.B.A., New
York University.

? 2010 The Vanguard Group, Inc. All rights reserved.
Vanguard Marketing Corporation, Distributor. PS73 012010


Vanguard WindsorTM Funds

Supplement to the Statement of Additional Information Dated February 27, 2009

Important Changes to Vanguard Windsor II Fund
New Advisor Joins Investment Advisory Team

The board of trustees of Vanguard Windsor II Fund has added
Sanders Capital, LLC
(Sanders),
to the Fund?s investment advisory team. Effective immediately, Sanders will
manage a portion
of the Fund?s assets (approximately 8.5%). Sanders and the Fund?s other
investment advisors
each independently select and maintain a portfolio of common stocks for the
Fund. The Fund?s
board of trustees designates the proportion of Fund assets to be managed
by each advisor and
may change these proportions at any time.

Statement of Additional Information Text Changes

Under the heading ?Investment Advisory Services? on page B-29, change the first
sentence to:
The Trust currently uses eight investment advisors:

Add the following to the list of investment advisors:
? Sanders Capital, LLC, provides investment advisory services for a portion of
the assets in the Windsor II Fund.

On page B-34, the second paragraph beneath the heading ?II. Vanguard Windsor II
Fund? is replaced with the following:

The Windsor II Fund pays each unaffiliated advisor on a quarterly basis. Each
advisor receives
a base fee that is based on certain annual percentage rates applied to the
average daily net
assets managed by the advisor during the most recent fiscal quarter.
The fee may be increased
or decreased based on the advisor?s performance compared with that of a
benchmark index.
For these purposes, the cumulative total return of each advisor?s Portfolio is
compared with that
of the Russell 1000 Value Index (for Armstrong Shaw), the MSCI US Prime Market
750 Index (for
Barrow, Hanley), the MSCI US Investable Market 2500 Index (for Hotchkis and
Wiley), the Standard
& Poor?s 500 Index (for Lazard), and the Russell 3000 Index (for Sanders), over
a trailing 60-
month period (a 36-month period for Barrow, Hanley and for Lazard).

The following text is added on page B-39 before the heading ?E. Vanguard?:
E. Sanders Capital, LLC (Sanders)

Sanders, a New York limited liability company, is a registered investment
advisor, founded in 2009
by Lewis A. Sanders, former chairman and CEO of AllianceBernstein L.P. Mr.
Sanders is the firm?s
controlling owner, CEO, and Co-CIO, with the remaining ownership stake divided
among several of his
key employees.

1. Other Accounts Managed

Lewis A. Sanders and John P. Mahedy each manage a portion of the Windsor II
Fund; as of October 31, 2009,
the Fund held assets of $32.7 billion. As of October 31, 2009, Mr. Sanders and
Mr. Mahedy did not manage
other registered investment companies or pooled investment vehicles. As of
October 31, 2009, Mr. Sanders
managed four other accounts with total assets of $841 million (advisory
fees not based on account performance).

2. Material Conflicts of Interest

Mr. Sanders and Mr. Mahedy are co-chief investment officers of Sanders. In
addition to the Fund, Sanders
manages on a discretionary basis other accounts that use the value equity
strategy used for the Fund,
including one belonging to Mr. Sanders personally. In addition, Sanders intends
to manage other accounts
in the future that may invest in value equities as well as other securities.
Sanders has strict policies
in force to ensure that all clients are treated fairly. When possible, all
outstanding client orders for
the same security are aggregated in a single order and, if the order cannot be
filled by the
end of the day, Sanders allocates shares to underlying accounts on a pro rata
basis. If any order is filled at several prices through multiple
trades with the same broker, an average price and commission will be used
for all the trades executed. If a staff member has an account that
is managed in the same manner as external client accounts, the staff member?s
account is treated in the same
manner as the accounts of other clients for purposes
of allocation and average price execution. Sanders believes that it is in the
best interests of clients when staff members invest in the same investments as
clients; this aligns the interests of Sanders and the clients. In this regard
Sanders encourages staff members to invest in managed products and not in
securities they select. If staff members do choose to have personal securities
accounts, they are subject to strict rules with respect to their personal
trading to ensure that client interests always come first. Staff members must
obtain permission before executing any trade in a personal account; permission
is denied if Sanders is purchasing or considering purchasing a security for
clients until all client orders are completed. Once a purchase is made, the
staff member must hold the security for at least one year and beyond that time
if the security is
then held in client accounts.

3. Description of Compensation

At October 31, 2009, Sanders had recently been formed; the Co-Chief Investment
Officers each were members of
Sanders and entitled to a portion of Sanders? profits once it became
operational and earned profits. Mr. Sanders received no compensation of
any type from Sanders as of October 31, 2009. Mr. Mahedy?s compensation
consisted of aguaranteed salary (draw).

4. Ownership of Securities

As of October 31, 2009, Mr. Sanders and Mr. Mahedy owned no shares of the
Windsor II Fund.

The heading ?E. Vanguard? on page B-39 is replaced as follows:

F. Vanguard

On page B-41, the following text is added as the second paragraph in the
section under the heading ?Duration and
Termination of Investment Advisory Agreements?:

The initial investment advisory agreement with Sanders for Vanguard Windsor II
Fund is binding for a two-year
period. At the end of that time, the agreement will become renewable for
successive one-year periods, subject to
the above conditions.

? 2010 The Vanguard Group, Inc. All rights reserved.
Vanguard Marketing Corporation, Distributor. SAI022 012010