UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-Q
QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF
REGISTERED MANAGEMENT COMPANY
Investment Company Act file number: 811-834
Name of Registrant: Vanguard Windsor Funds
Address of Registrant:
P.O. Box 2600
Valley Forge, PA 19482
Name and address of agent for service:
Heidi Stam, Esquire
P.O. Box 876
Valley Forge, PA 19482
Date of fiscal year end: October 31
Date of reporting period: January 31, 2012
Item 1: Schedule of Investments
Vanguard Windsor Fund | |||
Schedule of Investments | |||
As of January 31, 2012 | |||
Market | |||
Value | |||
Shares | ($000) | ||
Common Stocks (97.1%)1 | |||
Consumer Discretionary (12.9%) | |||
Comcast Corp. | 8,929,400 | 227,610 | |
*,2 Buck Holdings LP Private Placement | NA | 206,762 | |
Lowe's Cos. Inc. | 6,319,400 | 169,550 | |
* | Toll Brothers Inc. | 6,629,100 | 144,581 |
Lennar Corp. Class A | 3,944,400 | 84,765 | |
Kohl's Corp. | 1,808,500 | 83,173 | |
Virgin Media Inc. | 2,801,700 | 66,793 | |
TJX Cos. Inc. | 937,700 | 63,895 | |
Time Warner Cable Inc. | 693,800 | 51,147 | |
* | General Motors Co. | 1,904,700 | 45,751 |
Viacom Inc. Class B | 909,300 | 42,773 | |
* | MGM Resorts International | 2,396,867 | 31,279 |
Ford Motor Co. | 2,363,000 | 29,348 | |
* | TRW Automotive Holdings Corp. | 735,800 | 27,607 |
Macy's Inc. | 787,900 | 26,544 | |
Lear Corp. | 628,000 | 26,313 | |
Comcast Corp. Class A | 957,200 | 25,452 | |
* | Apollo Group Inc. Class A | 476,600 | 24,979 |
News Corp. Class A | 1,277,300 | 24,052 | |
* | DIRECTV Class A | 527,300 | 23,734 |
Gannett Co. Inc. | 1,632,909 | 23,138 | |
McGraw-Hill Cos. Inc. | 389,900 | 17,935 | |
Home Depot Inc. | 343,700 | 15,257 | |
Newell Rubbermaid Inc. | 788,540 | 14,564 | |
Walt Disney Co. | 330,000 | 12,837 | |
* | GameStop Corp. Class A | 481,400 | 11,246 |
* | Big Lots Inc. | 283,437 | 11,193 |
* | NVR Inc. | 14,700 | 10,191 |
Limited Brands Inc. | 231,900 | 9,707 | |
CBS Corp. Class B | 306,100 | 8,718 | |
1,560,894 | |||
Consumer Staples (6.7%) | |||
Japan Tobacco Inc. | 28,520 | 140,830 | |
CVS Caremark Corp. | 3,270,100 | 136,527 | |
Molson Coors Brewing Co. Class B | 3,083,200 | 132,238 | |
Corn Products International Inc. | 1,297,900 | 72,020 | |
Procter & Gamble Co. | 952,200 | 60,027 | |
Altria Group Inc. | 1,824,600 | 51,819 | |
* | Energizer Holdings Inc. | 643,400 | 49,619 |
Lorillard Inc. | 450,700 | 48,401 | |
Kroger Co. | 2,018,900 | 47,969 | |
* | Constellation Brands Inc. Class A | 1,479,000 | 30,911 |
Tyson Foods Inc. Class A | 1,429,000 | 26,637 | |
Reynolds American Inc. | 203,200 | 7,971 | |
ConAgra Foods Inc. | 250,000 | 6,667 | |
Philip Morris International Inc. | 83,600 | 6,251 | |
817,887 |
Energy (10.7%) | ||
Apache Corp. | 1,158,500 | 114,552 |
Statoil ASA ADR | 4,532,600 | 114,493 |
Canadian Natural Resources Ltd. | 2,690,200 | 106,559 |
* Southwestern Energy Co. | 3,363,700 | 104,746 |
Inpex Corp. | 14,423 | 98,676 |
Noble Corp. | 2,734,200 | 95,259 |
Chevron Corp. | 731,600 | 75,413 |
Anadarko Petroleum Corp. | 930,200 | 75,086 |
Consol Energy Inc. | 1,995,759 | 71,328 |
Baker Hughes Inc. | 1,384,000 | 67,996 |
Exxon Mobil Corp. | 790,800 | 66,222 |
BP plc ADR | 1,307,300 | 60,018 |
Occidental Petroleum Corp. | 566,500 | 56,520 |
Marathon Petroleum Corp. | 1,274,968 | 48,729 |
Devon Energy Corp. | 617,900 | 39,428 |
Marathon Oil Corp. | 1,172,400 | 36,802 |
Transocean Ltd. | 757,200 | 35,816 |
* Weatherford International Ltd. | 1,418,400 | 23,744 |
Nexen Inc. | 475,100 | 8,514 |
1,299,901 | ||
Exchange-Traded Fund (0.8%) | ||
3 Vanguard Value ETF | 1,839,100 | 99,882 |
Financials (19.4%) | ||
Wells Fargo & Co. | 11,302,300 | 330,140 |
JPMorgan Chase & Co. | 5,917,750 | 220,732 |
ACE Ltd. | 2,906,700 | 202,306 |
Ameriprise Financial Inc. | 3,084,500 | 165,175 |
Unum Group | 6,269,900 | 143,142 |
BlackRock Inc. | 645,200 | 117,426 |
Weyerhaeuser Co. | 5,358,100 | 107,269 |
Citigroup Inc. | 3,388,300 | 104,089 |
Bank of America Corp. | 14,355,300 | 102,353 |
Principal Financial Group Inc. | 3,565,900 | 97,385 |
Banco Santander Brasil SA ADR | 10,563,100 | 96,335 |
Invesco Ltd. | 4,260,154 | 96,152 |
Swiss Re AG | 1,659,845 | 90,325 |
Everest Re Group Ltd. | 981,600 | 83,829 |
Goldman Sachs Group Inc. | 741,400 | 82,644 |
BB&T Corp. | 2,070,800 | 56,305 |
Travelers Cos. Inc. | 809,600 | 47,200 |
* CIT Group Inc. | 1,232,602 | 47,011 |
Morgan Stanley | 1,849,000 | 34,484 |
Moody's Corp. | 755,000 | 28,109 |
* E*Trade Financial Corp. | 3,034,800 | 24,855 |
* Berkshire Hathaway Inc. Class B | 243,600 | 19,091 |
Legg Mason Inc. | 702,900 | 17,903 |
PNC Financial Services Group Inc. | 229,300 | 13,510 |
Chubb Corp. | 184,900 | 12,464 |
US Bancorp | 250,000 | 7,055 |
XL Group plc Class A | 170,700 | 3,460 |
2,350,749 | ||
Health Care (16.1%) | ||
Pfizer Inc. | 12,741,200 | 272,662 |
UnitedHealth Group Inc. | 4,619,900 | 239,265 |
Merck & Co. Inc. | 4,615,000 | 176,570 | |
* | Gilead Sciences Inc. | 2,843,600 | 138,881 |
Medtronic Inc. | 3,478,500 | 134,166 | |
Roche Holding AG | 679,810 | 115,333 | |
Daiichi Sankyo Co. Ltd. | 5,788,400 | 110,509 | |
Cigna Corp. | 2,426,800 | 108,793 | |
Johnson & Johnson | 1,612,200 | 106,260 | |
Covidien plc | 1,775,400 | 91,433 | |
Teva Pharmaceutical Industries Ltd. ADR | 1,949,200 | 87,967 | |
McKesson Corp. | 943,500 | 77,103 | |
WellPoint Inc. | 978,500 | 62,937 | |
AstraZeneca plc ADR | 1,236,420 | 59,534 | |
Amgen Inc. | 781,400 | 53,065 | |
* | HCA Holdings Inc. | 2,118,800 | 51,783 |
* | Health Net Inc. | 650,000 | 24,531 |
Roche Holding AG ADR | 385,000 | 16,468 | |
* | Vertex Pharmaceuticals Inc. | 350,000 | 12,933 |
Aetna Inc. | 242,700 | 10,606 | |
1,950,799 | |||
Industrials (8.9%) | |||
Dover Corp. | 2,094,000 | 132,781 | |
Eaton Corp. | 2,539,300 | 124,502 | |
Pentair Inc. | 3,230,500 | 118,947 | |
Cooper Industries plc | 1,982,500 | 117,205 | |
* | Delta Air Lines Inc. | 10,851,800 | 114,487 |
General Electric Co. | 5,501,800 | 102,939 | |
Honeywell International Inc. | 1,757,100 | 101,982 | |
* | Fiat Industrial SPA | 7,167,787 | 70,440 |
FedEx Corp. | 765,400 | 70,026 | |
Northrop Grumman Corp. | 594,900 | 34,534 | |
Tyco International Ltd. | 614,200 | 31,294 | |
Ingersoll-Rand plc | 585,700 | 20,464 | |
Lockheed Martin Corp. | 216,275 | 17,804 | |
* | Fortune Brands Home & Security Inc. | 555,000 | 10,306 |
Union Pacific Corp. | 70,000 | 8,002 | |
CSX Corp. | 333,900 | 7,529 | |
1,083,242 | |||
Information Technology (14.1%) | |||
*,4 Arrow Electronics Inc. | 6,418,050 | 265,001 | |
Cisco Systems Inc. | 10,702,200 | 210,084 | |
ASML Holding NV | 3,913,000 | 168,220 | |
Avago Technologies Ltd. | 4,075,800 | 138,333 | |
Microsoft Corp. | 3,984,200 | 117,653 | |
Western Union Co. | 5,147,400 | 98,315 | |
Oracle Corp. | 3,126,900 | 88,179 | |
Texas Instruments Inc. | 2,682,300 | 86,853 | |
Hewlett-Packard Co. | 2,896,665 | 81,049 | |
Intel Corp. | 2,508,700 | 66,280 | |
Accenture plc Class A | 1,062,200 | 60,906 | |
Applied Materials Inc. | 4,821,800 | 59,212 | |
* | SanDisk Corp. | 896,900 | 41,150 |
* | Micron Technology Inc. | 5,023,630 | 38,129 |
Linear Technology Corp. | 1,118,400 | 37,265 | |
* | Lam Research Corp. | 858,900 | 36,581 |
* | Flextronics International Ltd. | 5,139,000 | 35,305 |
Corning Inc. | 2,652,500 | 34,138 |
Visa Inc. Class A | 150,400 | 15,136 | |||
* | Dell Inc. | 772,500 | 13,310 | ||
Advanced Semiconductor Engineering Inc. ADR | 1,927,881 | 10,160 | |||
Motorola Solutions Inc. | 153,900 | 7,142 | |||
Seagate Technology plc | 270,393 | 5,716 | |||
1,714,117 | |||||
Materials (3.9%) | |||||
LyondellBasell Industries NV Class A | 2,933,200 | 126,421 | |||
* | Owens-Illinois Inc. | 3,910,900 | 94,057 | ||
Rexam plc | 14,291,810 | 84,395 | |||
Potash Corp. of Saskatchewan Inc. | 1,793,900 | 83,847 | |||
^ | Agrium Inc. | 576,900 | 46,302 | ||
Incitec Pivot Ltd. | 10,985,532 | 37,418 | |||
*,^ Sino-Forest Corp. | 3,223,900 | 1,120 | |||
473,560 | |||||
Telecommunication Services (1.0%) | |||||
CenturyLink Inc. | 1,652,900 | 61,207 | |||
AT&T Inc. | 1,974,700 | 58,076 | |||
119,283 | |||||
Utilities (2.6%) | |||||
PG&E Corp. | 2,385,100 | 96,978 | |||
DTE Energy Co. | 730,000 | 38,843 | |||
Northeast Utilities | 850,700 | 29,562 | |||
CMS Energy Corp. | 1,250,398 | 27,296 | |||
NV Energy Inc. | 1,580,500 | 25,604 | |||
CenterPoint Energy Inc. | 1,022,700 | 18,889 | |||
Atmos Energy Corp. | 549,700 | 17,816 | |||
Edison International | 415,000 | 17,032 | |||
Great Plains Energy Inc. | 825,900 | 17,030 | |||
American Electric Power Co. Inc. | 400,000 | 15,824 | |||
NiSource Inc. | 508,400 | 11,556 | |||
316,430 | |||||
Total Common Stocks (Cost $10,601,088) | 11,786,744 | ||||
Coupon | |||||
Temporary Cash Investments (3.3%)1 | |||||
Money Market Fund (1.4%) | |||||
5,6 Vanguard Market Liquidity Fund | 0.096% | 168,843,711 | 168,844 | ||
Face | |||||
Maturity | Amount | ||||
Date | ($000) | ||||
Repurchase Agreement (1.8%) | |||||
Bank of America Securities, LLC (Dated | |||||
1/31/12, Repurchase Value $217,801,000, | |||||
collateralized by Federal Home Loan | |||||
Mortgage Corp. 4.00%, 3/1/26-9/1/41 and | |||||
Federal National Mortgage Assn. 4.00%, | |||||
11/1/41) | 0.220% | 2/1/12 | 217,800 | 217,800 | |
U.S. Government and Agency Obligations (0.1%) | |||||
7,8 Federal Home Loan Bank Discount Notes | 0.025% | 3/14/12 | 2,000 | 2,000 | |
7,8 Federal Home Loan Bank Discount Notes | 0.030% | 3/21/12 | 10,000 | 9,999 |
8,9 Freddie Mac Discount Notes | 0.040% | 2/15/12 | 2,000 | 2,000 |
13,999 | ||||
Total Temporary Cash Investments (Cost $400,643) | 400,643 | |||
Total Investments (100.4%) (Cost $11,001,731) | 12,187,387 | |||
Other Assets and Liabilities-Net (-0.4%)6 | (47,127) | |||
Net Assets (100%) | 12,140,260 |
* Non-income-producing security.
^ Part of security position is on loan to broker-dealers. The total value of securities on loan is $9,144,000.
1 The fund invests a portion of its cash reserves in equity markets through the use of index futures contracts. After giving effect to futures investments, the fund's effective common stock and temporary cash investment positions represent 98.1% and 2.3%, respectively, of net assets.
2 Restricted security represents 1.7% of net assets.
3 Considered an affiliated company of the fund as the issuer is another member of The Vanguard Group.
4 Considered an affiliated company of the fund as the fund owns more than 5% of the outstanding voting securities of such company.
5 Affiliated money market fund available only to Vanguard funds and certain trusts and accounts managed by Vanguard. Rate shown is the 7-day yield.
6 Includes $12,117,000 of collateral received for securities on loan.
7 The issuer operates under a congressional charter; its securities are generally neither guaranteed by the U.S. Treasury nor backed by the full faith and credit of the U.S. government.
8 Securities with a value of $13,999,000 have been segregated as initial margin for open futures contracts.
9 The issuer was placed under federal conservatorship in September 2008; since that time, its daily operations have been managed by the Federal Housing Finance Agency and it receives capital from the U.S. Treasury in exchange for senior preferred stock.
ADR—American Depositary Receipt.
A. Security Valuation: Securities are valued as of the close of trading on the New York Stock Exchange (generally 4 p.m., Eastern time) on the valuation date. Equity securities are valued at the latest quoted sales prices or official closing prices taken from the primary market in which each security trades; such securities not traded on the valuation date are valued at the mean of the latest quoted bid and asked prices. Securities for which market quotations are not readily available, or whose values have been affected by events occurring before the fund's pricing time but after the close of the securities’ primary markets, are valued at their fair values calculated according to procedures adopted by the board of trustees. These procedures include obtaining quotations from an independent pricing service, monitoring news to identify significant market- or security-specific events, and evaluating changes in the values of foreign market proxies (for example, ADRs, futures contracts, or exchange-traded funds), between the time the foreign markets close and the fund's pricing time. When fair-value pricing is employed, the prices of securities used by a fund to calculate its net asset value may differ from quoted or published prices for the same securities. Investments in Vanguard Market Liquidity Fund are valued at that fund’s net asset value. Temporary cash investments acquired over 60 days to maturity are valued using the latest bid prices or using valuations based on a matrix system (which considers such factors as security prices, yields, maturities, and ratings), both as furnished by independent pricing services. Other temporary cash investments are valued at amortized cost, which approximates market value.
B. Foreign Currency: Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars using exchange rates obtained from an independent third party as of the fund's pricing time on the valuation date. Realized gains (losses) and unrealized appreciation (depreciation) on investment securities include the effects of changes in exchange rates since the securities were purchased, combined with the effects of changes in security prices. Fluctuations in the value of other assets and liabilities resulting from changes in exchange rates are recorded as
Windsor Fund
unrealized foreign currency gains (losses) until the assets or liabilities are settled in cash, at which time they are recorded as realized foreign currency gains (losses).
C. Repurchase Agreements: The fund may enter into repurchase agreements. Securities pledged as collateral for repurchase agreements are held by a custodian bank until the agreements mature. Each agreement requires that the market value of the collateral be sufficient to cover payments of interest and principal. In the event of default or bankruptcy by the other party to the agreement, the fund may sell or retain the collateral; however, such action may be subject to legal proceedings.
D. Various inputs may be used to determine the value of the fund's investments. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.
Level 1—Quoted prices in active markets for identical securities.
Level 2—Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
Level 3—Significant unobservable inputs (including the fund's own assumptions used to determine the fair value of investments).
The following table summarizes the market value of the fund's investments as of January 31, 2012, based on the inputs used to value them:
Level 1 | Level 2 | Level 3 | |
Investments | ($000) | ($000) | ($000) |
Common Stocks | 10,830,936 | 747,926 | 207,882 |
Temporary Cash Investments | 168,844 | 231,799 | — |
Futures Contracts—Assets1 | 2 | — | — |
Futures Contracts—Liabilities1 | (62) | — | — |
Total | 10,999,720 | 979,725 | 207,882 |
1 Represents variation margin on the last day of the reporting period. |
The following table summarizes changes in investments valued based on Level 3 inputs during the period ended January 31, 2012. Transfers into or out of Level 3 are recognized based on values as of the date of transfer.
Investments in | |
Common Stocks | |
Amount valued based on Level 3 Inputs | ($000) |
Balance as of October 31, 2011 | 231,798 |
Transfers out of Level 3 | (37,501) |
Change in Unrealized Appreciation (Depreciation) | 13,585 |
Balance as of January 31, 2012 | 207,882 |
E. Futures Contracts: The fund uses index futures contracts to a limited extent, with the objective of maintaining full exposure to the stock market while maintaining liquidity. The fund may purchase or sell futures contracts to achieve a desired level of investment, whether to accommodate portfolio turnover or cash flows from capital share transactions. The primary risks associated with the use of futures contracts are imperfect correlation between changes in market values of stocks held by the fund and the prices of futures contracts, and the possibility of an illiquid market.
Windsor Fund
Futures contracts are valued at their quoted daily settlement prices. The aggregate principal amounts of the contracts are not recorded in the Schedule of Investments. Fluctuations in the value of the contracts are recorded in the Schedule of Investments as an asset (liability).
At January 31, 2012, the aggregate settlement value of open futures contracts and the related unrealized appreciation (depreciation) were:
($000) | ||||
Aggregate | ||||
Number of | Settlement | Unrealized | ||
Long (Short) | Value | Appreciation | ||
Futures Contracts | Expiration | Contracts | Long (Short) | (Depreciation) |
E-mini S&P 500 Index | March 2012 | 723 | 47,292 | 1,167 |
E-mini S&P MidCap 400 Index | March 2012 | 235 | 21,970 | 1,615 |
S&P 500 Index | March 2012 | 179 | 58,542 | 3,943 |
Unrealized appreciation (depreciation) on open futures contracts is required to be treated as realized gain (loss) for tax purposes.
F. Certain of the fund's investments are in companies that are considered to be affiliated companies of the fund because the fund owns more than 5% of the outstanding voting securities of the company. Transactions during the period in securities of these companies were as follows:
Current Period Transactions | |||||
Proceeds | |||||
Oct. 31, 2011 | from | Jan. 31, 2012 | |||
Market | Purchases | Securities | Dividend | Market | |
Value | at Cost | Sold | Income | Value | |
($000) | ($000) | ($000) | ($000) | ($000) | |
Arrow Electronics Inc. | 231,677 | — | 313 | — | 265,001 |
MDC Holdings Inc. | 59,273 | — | 47,898 | 588 | — |
290,950 | 588 | 265,001 |
G. At January 31, 2012, the cost of investment securities for tax purposes was $11,001,731,000. Net unrealized appreciation of investment securities for tax purposes was $1,185,656,000, consisting of unrealized gains of $1,781,825,000 on securities that had risen in value since their purchase and $596,169,000 in unrealized losses on securities that had fallen in value since their purchase.
Vanguard Windsor II Fund
Schedule of Investments
As of January 31, 2012
Market | ||
Value | ||
Shares | ($000) | |
Common Stocks (98.1%)1 | ||
Consumer Discretionary (7.4%) | ||
Carnival Corp. | 11,043,986 | 333,528 |
Comcast Corp. | 12,420,353 | 316,595 |
CBS Corp. Class B | 8,683,174 | 247,297 |
2 Service Corp. International | 21,420,336 | 237,766 |
Target Corp. | 3,980,100 | 202,229 |
Lowe's Cos. Inc. | 5,091,467 | 136,604 |
Omnicom Group Inc. | 2,299,300 | 104,871 |
Lear Corp. | 2,490,200 | 104,339 |
Genuine Parts Co. | 1,392,448 | 88,810 |
Newell Rubbermaid Inc. | 4,299,100 | 79,404 |
* AutoZone Inc. | 197,703 | 68,777 |
* Apollo Group Inc. Class A | 1,308,000 | 68,552 |
Wyndham Worldwide Corp. | 1,465,854 | 58,282 |
Hyundai Motor Co. | 293,600 | 57,674 |
Gap Inc. | 2,713,600 | 51,504 |
International Game Technology | 2,835,100 | 45,163 |
Viacom Inc. Class B | 895,100 | 42,106 |
Macy's Inc. | 1,143,350 | 38,520 |
Johnson Controls Inc. | 1,179,600 | 37,476 |
JC Penney Co. Inc. | 784,100 | 32,579 |
Magna International Inc. | 768,900 | 31,786 |
Kohl's Corp. | 649,570 | 29,874 |
Ford Motor Co. | 2,345,546 | 29,132 |
* General Motors Co. | 1,204,100 | 28,923 |
Interpublic Group of Cos. Inc. | 2,539,100 | 26,229 |
Time Warner Cable Inc. | 289,600 | 21,349 |
Volkswagen AG | 107,142 | 17,378 |
Home Depot Inc. | 249,474 | 11,074 |
* Delphi Automotive plc | 306,994 | 8,237 |
Limited Brands Inc. | 17,850 | 747 |
Harman International Industries Inc. | 17,650 | 745 |
DISH Network Corp. Class A | 26,600 | 743 |
Brinker International Inc. | 27,050 | 699 |
* Goodyear Tire & Rubber Co. | 53,300 | 693 |
Foot Locker Inc. | 22,300 | 585 |
Walt Disney Co. | 6,912 | 269 |
Time Warner Inc. | 3,799 | 141 |
* Liberty Interactive Corp. Class A | 5,300 | 91 |
2,560,771 | ||
Consumer Staples (11.4%) | ||
Philip Morris International Inc. | 12,627,653 | 944,170 |
Diageo plc ADR | 7,243,420 | 641,695 |
Imperial Tobacco Group plc ADR | 8,734,425 | 625,385 |
Wal-Mart Stores Inc. | 7,292,700 | 447,480 |
CVS Caremark Corp. | 8,945,430 | 373,472 |
Altria Group Inc. | 12,389,607 | 351,865 |
Molson Coors Brewing Co. Class B | 2,903,300 | 124,522 |
* Energizer Holdings Inc. | 1,263,700 | 97,457 |
* | Ralcorp Holdings Inc. | 963,885 | 84,292 |
Sysco Corp. | 2,573,841 | 77,498 | |
Kraft Foods Inc. | 1,480,261 | 56,694 | |
General Mills Inc. | 1,407,700 | 56,069 | |
PepsiCo Inc. | 329,900 | 21,664 | |
Safeway Inc. | 696,000 | 15,298 | |
Church & Dwight Co. Inc. | 292,687 | 13,279 | |
Kimberly-Clark Corp. | 140,700 | 10,068 | |
Procter & Gamble Co. | 52,890 | 3,334 | |
Lorillard Inc. | 8,900 | 956 | |
Reynolds American Inc. | 24,300 | 953 | |
Coca-Cola Enterprises Inc. | 32,500 | 871 | |
* | Constellation Brands Inc. Class A | 38,600 | 807 |
* | Smithfield Foods Inc. | 33,250 | 742 |
Tyson Foods Inc. Class A | 16,900 | 315 | |
* | Dean Foods Co. | 7,200 | 77 |
3,948,963 | |||
Energy (12.8%) | |||
ConocoPhillips | 15,395,589 | 1,050,133 | |
Occidental Petroleum Corp. | 8,254,157 | 823,517 | |
Spectra Energy Corp. | 22,709,611 | 715,126 | |
Marathon Petroleum Corp. | 5,853,450 | 223,719 | |
Chevron Corp. | 2,092,109 | 215,655 | |
Marathon Oil Corp. | 6,290,200 | 197,449 | |
Devon Energy Corp. | 2,370,812 | 151,282 | |
BP plc ADR | 2,948,170 | 135,350 | |
Royal Dutch Shell plc ADR | 1,755,190 | 128,726 | |
Consol Energy Inc. | 3,440,120 | 122,950 | |
Apache Corp. | 1,235,185 | 122,135 | |
Exxon Mobil Corp. | 1,314,382 | 110,066 | |
Halliburton Co. | 2,903,445 | 106,789 | |
Noble Corp. | 1,825,078 | 63,586 | |
El Paso Corp. | 2,279,212 | 61,242 | |
Total SA ADR | 974,400 | 51,614 | |
Hess Corp. | 819,000 | 46,110 | |
* | Cameron International Corp. | 613,469 | 32,637 |
* | Cobalt International Energy Inc. | 1,437,300 | 28,803 |
Valero Energy Corp. | 1,177,700 | 28,253 | |
Gazprom OAO ADR | 1,553,600 | 18,876 | |
Royal Dutch Shell plc ADR | 200,934 | 14,339 | |
* | Tesoro Corp. | 33,600 | 841 |
Chesapeake Energy Corp. | 14,500 | 306 | |
Patterson-UTI Energy Inc. | 3,150 | 59 | |
4,449,563 | |||
Exchange-Traded Funds (1.2%) | |||
3 | Vanguard Total Stock Market ETF | 3,197,800 | 216,044 |
^,3 Vanguard Value ETF | 2,511,200 | 136,383 | |
SPDR S&P 500 ETF Trust | 335,700 | 44,047 | |
396,474 | |||
Financials (18.1%) | |||
Wells Fargo & Co. | 30,875,196 | 901,864 | |
JPMorgan Chase & Co. | 23,515,908 | 877,143 | |
American Express Co. | 15,291,350 | 766,708 | |
PNC Financial Services Group Inc. | 11,542,881 | 680,107 | |
Capital One Financial Corp. | 9,637,338 | 440,908 | |
Citigroup Inc. | 11,530,059 | 354,203 |
SLM Corp. | 19,040,252 | 284,652 |
XL Group plc Class A | 13,871,132 | 281,168 |
Bank of America Corp. | 39,068,475 | 278,558 |
State Street Corp. | 7,076,800 | 277,269 |
MetLife Inc. | 4,784,978 | 169,053 |
Ameriprise Financial Inc. | 2,385,500 | 127,744 |
Prudential Financial Inc. | 2,154,200 | 123,306 |
Goldman Sachs Group Inc. | 955,252 | 106,482 |
Travelers Cos. Inc. | 1,355,500 | 79,026 |
Allstate Corp. | 2,615,700 | 75,463 |
Lincoln National Corp. | 3,097,261 | 66,715 |
Barclays plc | 17,794,000 | 59,665 |
Unum Group | 2,017,850 | 46,068 |
* American International Group Inc. | 1,811,300 | 45,482 |
Janus Capital Group Inc. | 5,656,460 | 44,516 |
SunTrust Banks Inc. | 2,145,303 | 44,129 |
ACE Ltd. | 503,382 | 35,035 |
PartnerRe Ltd. | 419,100 | 27,418 |
BNP Paribas SA | 635,600 | 27,035 |
Morgan Stanley | 1,132,600 | 21,123 |
KeyCorp | 2,654,682 | 20,627 |
US Bancorp | 69,849 | 1,971 |
Aflac Inc. | 26,950 | 1,300 |
Torchmark Corp. | 19,400 | 886 |
Moody's Corp. | 22,500 | 838 |
Discover Financial Services | 29,300 | 796 |
HCP Inc. | 17,700 | 744 |
* NASDAQ OMX Group Inc. | 29,200 | 724 |
Commerce Bancshares Inc. | 18,060 | 701 |
Reinsurance Group of America Inc. Class A | 12,550 | 684 |
* Arch Capital Group Ltd. | 18,800 | 678 |
Health Care REIT Inc. | 10,600 | 606 |
Kimco Realty Corp. | 30,000 | 548 |
Camden Property Trust | 7,400 | 477 |
Digital Realty Trust Inc. | 6,600 | 468 |
Hospitality Properties Trust | 18,120 | 439 |
Piedmont Office Realty Trust Inc. Class A | 23,200 | 430 |
Ventas Inc. | 6,312 | 368 |
Chubb Corp. | 5,299 | 357 |
* Berkshire Hathaway Inc. Class B | 4,000 | 314 |
NYSE Euronext | 5,100 | 135 |
Annaly Capital Management Inc. | 6,500 | 109 |
DDR Corp. | 5,900 | 82 |
6,275,122 | ||
Health Care (13.9%) | ||
Pfizer Inc. | 52,742,768 | 1,128,695 |
Johnson & Johnson | 12,093,350 | 797,073 |
Baxter International Inc. | 13,516,568 | 749,899 |
Medtronic Inc. | 18,185,400 | 701,411 |
WellPoint Inc. | 5,979,799 | 384,621 |
Merck & Co. Inc. | 5,577,629 | 213,400 |
UnitedHealth Group Inc. | 2,867,974 | 148,532 |
Quest Diagnostics Inc. | 1,898,600 | 110,271 |
Amgen Inc. | 1,606,926 | 109,126 |
Abbott Laboratories | 1,611,463 | 87,261 |
Covidien plc | 1,470,281 | 75,719 |
* Gilead Sciences Inc. | 1,423,500 | 69,524 |
St. Jude Medical Inc. | 1,635,300 | 68,208 |
* Thermo Fisher Scientific Inc. | 979,625 | 51,822 |
* Express Scripts Inc. | 702,493 | 35,940 |
Sanofi ADR | 698,300 | 25,928 |
Novartis AG ADR | 398,500 | 21,662 |
Eli Lilly & Co. | 444,600 | 17,668 |
* Zimmer Holdings Inc. | 96,000 | 5,832 |
Bristol-Myers Squibb Co. | 58,333 | 1,881 |
Aetna Inc. | 24,100 | 1,053 |
Humana Inc. | 11,510 | 1,025 |
AmerisourceBergen Corp. Class A | 16,690 | 650 |
* Charles River Laboratories International Inc. | 5,850 | 198 |
4,807,399 | ||
Industrials (12.4%) | ||
Raytheon Co. | 14,693,161 | 705,125 |
2 Cooper Industries plc | 11,547,688 | 682,699 |
Honeywell International Inc. | 10,843,811 | 629,375 |
General Electric Co. | 32,714,407 | 612,087 |
Illinois Tool Works Inc. | 6,605,130 | 350,270 |
Xylem Inc. | 8,769,202 | 227,210 |
General Dynamics Corp. | 1,567,500 | 108,408 |
* Corrections Corp. of America | 4,399,800 | 103,527 |
ITT Corp. | 4,384,551 | 95,320 |
Boeing Co. | 1,266,900 | 93,979 |
Norfolk Southern Corp. | 1,291,000 | 93,210 |
Dover Corp. | 1,386,400 | 87,912 |
Exelis Inc. | 8,769,202 | 87,604 |
Lockheed Martin Corp. | 667,100 | 54,916 |
United Parcel Service Inc. Class B | 606,773 | 45,902 |
United Technologies Corp. | 560,245 | 43,895 |
PACCAR Inc. | 915,100 | 40,448 |
Tyco International Ltd. | 729,169 | 37,151 |
Cummins Inc. | 346,400 | 36,026 |
FedEx Corp. | 385,500 | 35,269 |
Northrop Grumman Corp. | 548,876 | 31,862 |
Republic Services Inc. Class A | 1,039,600 | 30,440 |
CSX Corp. | 1,313,388 | 29,617 |
* WABCO Holdings Inc. | 311,996 | 16,177 |
Embraer SA ADR | 493,200 | 13,524 |
Ingersoll-Rand plc | 318,100 | 11,114 |
* Huntington Ingalls Industries Inc. | 92,550 | 3,487 |
Parker Hannifin Corp. | 12,400 | 1,001 |
L-3 Communications Holdings Inc. | 6,450 | 456 |
KBR Inc. | 13,100 | 421 |
Cintas Corp. | 7,700 | 285 |
Pitney Bowes Inc. | 6,100 | 116 |
4,308,833 | ||
Information Technology (11.6%) | ||
International Business Machines Corp. | 5,625,690 | 1,083,508 |
Microsoft Corp. | 32,552,940 | 961,288 |
Intel Corp. | 19,915,300 | 526,162 |
Hewlett-Packard Co. | 9,114,677 | 255,029 |
Oracle Corp. | 7,445,901 | 209,974 |
Cisco Systems Inc. | 6,465,000 | 126,908 |
Corning Inc. | 8,723,800 | 112,275 |
Samsung Electronics Co. Ltd. | 110,400 | 108,709 |
* Google Inc. Class A | 177,080 | 102,726 |
Texas Instruments Inc. | 2,872,600 | 93,015 |
* Apple Inc. | 203,470 | 92,880 |
* EMC Corp. | 2,912,000 | 75,013 |
* eBay Inc. | 1,849,749 | 58,452 |
CA Inc. | 2,073,728 | 53,461 |
Lexmark International Inc. Class A | 1,487,394 | 51,910 |
* Western Digital Corp. | 964,300 | 35,052 |
Mastercard Inc. Class A | 83,129 | 29,558 |
* Dell Inc. | 1,586,600 | 27,337 |
TE Connectivity Ltd. | 622,075 | 21,213 |
Motorola Solutions Inc. | 21,845 | 1,014 |
Seagate Technology plc | 47,500 | 1,004 |
Jabil Circuit Inc. | 37,500 | 850 |
Applied Materials Inc. | 67,000 | 823 |
* LSI Corp. | 94,300 | 714 |
* Electronic Arts Inc. | 35,600 | 661 |
* Avnet Inc. | 5,500 | 192 |
4,029,728 | ||
Materials (1.7%) | ||
EI du Pont de Nemours & Co. | 3,800,123 | 193,388 |
Newmont Mining Corp. | 1,748,600 | 107,504 |
Mosaic Co. | 1,495,011 | 83,676 |
Ball Corp. | 1,998,091 | 78,445 |
Monsanto Co. | 542,346 | 44,500 |
Praxair Inc. | 364,428 | 38,702 |
Freeport-McMoRan Copper & Gold Inc. | 782,200 | 36,145 |
PPG Industries Inc. | 128,500 | 11,511 |
LyondellBasell Industries NV Class A | 25,220 | 1,087 |
International Paper Co. | 32,200 | 1,003 |
CF Industries Holdings Inc. | 5,600 | 993 |
Eastman Chemical Co. | 16,100 | 810 |
Dow Chemical Co. | 8,300 | 278 |
MeadWestvaco Corp. | 6,000 | 177 |
Cliffs Natural Resources Inc. | 1,615 | 117 |
598,336 | ||
Telecommunication Services (3.0%) | ||
AT&T Inc. | 14,302,907 | 420,649 |
Vodafone Group plc ADR | 13,276,500 | 359,660 |
Verizon Communications Inc. | 6,359,509 | 239,499 |
1,019,808 | ||
Utilities (4.6%) | ||
Dominion Resources Inc. | 10,686,214 | 534,738 |
2 CenterPoint Energy Inc. | 25,766,213 | 475,902 |
Entergy Corp. | 5,424,478 | 376,350 |
Exelon Corp. | 1,320,000 | 52,510 |
Public Service Enterprise Group Inc. | 1,586,100 | 48,122 |
Sempra Energy | 843,700 | 48,007 |
Edison International | 611,600 | 25,100 |
* NRG Energy Inc. | 639,800 | 10,800 |
Duke Energy Corp. | 52,300 | 1,114 |
American Electric Power Co. Inc. | 27,200 | 1,076 |
DTE Energy Co. | 16,700 | 889 |
CMS Energy Corp. | 39,800 | 869 |
Alliant Energy Corp. | 19,100 | 810 |
NiSource Inc. | 34,700 | 789 |
TECO Energy Inc. | 40,300 | 727 | ||
Ameren Corp. | 20,400 | 645 | ||
Consolidated Edison Inc. | 10,800 | 637 | ||
NSTAR | 4,500 | 202 | ||
Southern Co. | 3,100 | 141 | ||
1,579,428 | ||||
Total Common Stocks (Cost $28,857,538) | 33,974,425 | |||
Market | ||||
Value | ||||
Coupon | Shares | ($000) | ||
Temporary Cash Investments (2.0%)1 | ||||
Money Market Fund (1.9%) | ||||
4,5 Vanguard Market Liquidity Fund | 0.096% | 655,228,298 | 655,228 | |
Face | Market | |||
Maturity | Amount | Value | ||
Coupon | Date | ($000) | ($000) | |
U.S. Government and Agency Obligations (0.1%) | ||||
6,7 Fannie Mae Discount Notes | 0.030% | 4/2/12 | 50 | 50 |
6,7 Fannie Mae Discount Notes | 0.040% | 4/24/12 | 15,100 | 15,098 |
6,7 Freddie Mac Discount Notes | 0.050% | 4/24/12 | 25,000 | 24,997 |
40,145 | ||||
Total Temporary Cash Investments (Cost $695,374) | 695,373 | |||
Total Investments (100.1%) (Cost $29,552,912) | 34,669,798 | |||
Other Assets and Liabilities-Net (-0.1%)4 | (22,044) | |||
Net Assets (100%) | 34,647,754 |
* Non-income-producing security.
^ Part of security position is on loan to broker-dealers. The total value of securities on loan is $2,580,000.
1 The fund invests a portion of its cash reserves in equity markets through the use of index futures contracts. After giving effect to futures investments, the fund's effective common stock and temporary cash investment positions represent 99.1% and 1%, respectively, of net assets.
2 Considered an affiliated company of the fund as the fund owns more than 5% of the outstanding voting securities of such company.
3 Considered an affiliated company of the fund as the issuer is another member of The Vanguard Group.
4 Includes $2,660,000 of collateral received for securities on loan.
5 Affiliated money market fund available only to Vanguard funds and certain trusts and accounts managed by Vanguard. Rate shown is the 7-day yield.
6 The issuer was placed under federal conservatorship in September 2008; since that time, its daily operations have been managed by the Federal Housing Finance Agency and it receives capital from the U.S. Treasury in exchange for senior preferred stock.
7 Securities with a value of $29,047,000 have been segregated as initial margin for open futures contracts.
ADR—American Depositary Receipt.
REIT—Real Estate Investment Trust.
A. Security Valuation: Securities are valued as of the close of trading on the New York Stock Exchange (generally 4 p.m., Eastern time) on the valuation date. Equity securities are valued at the latest quoted sales prices or official closing prices taken from the primary market in which each security trades; such securities not traded on the valuation date are valued at the mean of the latest quoted bid and asked prices. Securities for which market quotations are not readily available, or whose values have been affected by events occurring before the fund's pricing time but after the close of the securities’ primary markets, are valued at their fair values calculated according to procedures adopted by the board of trustees. These procedures include obtaining quotations from an independent pricing service, monitoring news to identify significant market- or security-specific events, and evaluating changes in the values of foreign market proxies (for example, ADRs, futures contracts,
Windsor II Fund
or exchange-traded funds), between the time the foreign markets close and the fund's pricing time. When fair-value pricing is employed, the prices of securities used by a fund to calculate its net asset value may differ from quoted or published prices for the same securities. Investments in Vanguard Market Liquidity Fund are valued at that fund’s net asset value. Temporary cash investments acquired over 60 days to maturity are valued using the latest bid prices or using valuations based on a matrix system (which considers such factors as security prices, yields, maturities, and ratings), both as furnished by independent pricing services. Other temporary cash investments are valued at amortized cost, which approximates market value.
B. Foreign Currency: Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars using exchange rates obtained from an independent third party as of the fund's pricing time on the valuation date. Realized gains (losses) and unrealized appreciation (depreciation) on investment securities include the effects of changes in exchange rates since the securities were purchased, combined with the effects of changes in security prices. Fluctuations in the value of other assets and liabilities resulting from changes in exchange rates are recorded as unrealized foreign currency gains (losses) until the assets or liabilities are settled in cash, at which time they are recorded as realized foreign currency gains (losses).
C. Various inputs may be used to determine the value of the fund's investments. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.
Level 1—Quoted prices in active markets for identical securities.
Level 2—Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
Level 3—Significant unobservable inputs (including the fund's own assumptions used to determine the fair value of investments).
The following table summarizes the market value of the fund's investments as of January 31, 2012, based on the inputs used to value them:
Level 1 | Level 2 | Level 3 | |
Investments | ($000) | ($000) | ($000) |
Common Stocks | 33,685,087 | 289,338 | — |
Temporary Cash Investments | 655,228 | 40,145 | — |
Futures Contracts—Liabilities1 | (186) | — | — |
Total | 34,340,129 | 329,483 | — |
1 Represents variation margin on the last day of the reporting period. |
D. Futures Contracts: The fund uses index futures contracts to a limited extent, with the objectives of maintaining full exposure to the stock market, enhancing returns, maintaining liquidity, and minimizing transaction costs. The fund may purchase futures contracts to immediately invest incoming cash in the market, or sell futures in response to cash outflows, thereby simulating a fully invested position in the underlying index while maintaining a cash balance for liquidity. The fund may seek to enhance returns by using futures contracts instead of the underlying securities when futures are believed to be priced more attractively than the underlying securities. The primary risks associated with the use of futures contracts are imperfect correlation between changes in market values of stocks held by the fund and the prices of futures contracts, and the possibility of an illiquid market.
Windsor II Fund
Futures contracts are valued at their quoted daily settlement prices. The aggregate principal amounts of the contracts are not recorded in the Schedule of Investments. Fluctuations in the value of the contracts are recorded in the Schedule of Investments as an asset (liability).
At January 31, 2012, the aggregate settlement value of open futures contracts and the related unrealized appreciation (depreciation) were:
($000) | ||||
Aggregate | ||||
Number of | Settlement | Unrealized | ||
Long (Short) | Value | Appreciation | ||
Futures Contracts | Expiration | Contracts | Long (Short) | (Depreciation) |
S&P 500 Index | March 2012 | 866 | 283,225 | 17,888 |
E-mini S&P 500 Index | March 2012 | 974 | 63,710 | 2,240 |
Unrealized appreciation (depreciation) on open futures contracts is required to be treated as realized gain (loss) for tax purposes.
E. Certain of the fund's investments are in companies that are considered to be affiliated companies of the fund because the fund owns more than 5% of the outstanding voting securities of the company. Transactions during the period in securities of these companies were as follows:
Current Period Transactions | |||||
Proceeds | |||||
Oct. 31, 2011 | from | Jan. 31, 2012 | |||
Market | Purchases | Securities | Dividend | Market | |
Value | at Cost | Sold | Income | Value | |
($000) | ($000) | ($000) | ($000) | ($000) | |
CenterPoint Energy Inc. | 539,650 | — | 2,596 | 5,114 | 475,902 |
Cooper Industries plc | 608,824 | — | 3,146 | 3,366 | 682,699 |
Service Corp. International | 215,275 | — | 1,145 | 1,071 | 237,766 |
1,363,749 | 9,551 | 1,396,367 |
F. At January 31, 2012, the cost of investment securities for tax purposes was $29,552,912,000. Net unrealized appreciation of investment securities for tax purposes was $,5,116,886,000, consisting of unrealized gains of $,8,796,095,000 on securities that had risen in value since their purchase and $,3,679,209,000 in unrealized losses on securities that had fallen in value since their purchase.
Item 2: Controls and Procedures
(a) Disclosure Controls and Procedures. The Principal Executive and Financial Officers concluded that the Registrant’s Disclosure Controls and Procedures are effective based on their evaluation of the Disclosure Controls and Procedures as of a date within 90 days of the filing date of this report.
(b) Internal Control Over Financial Reporting. During the last fiscal quarter, there was no significant change in the Registrant’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
Item 3: Exhibits
(a) Certifications
VANGUARD WINDSOR FUNDS | |
By: | /s/ F. WILLIAM MCNABB III* |
F. WILLIAM MCNABB III | |
CHIEF EXECUTIVE OFFICER | |
Date: March 21, 2012 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
VANGUARD WINDSOR FUNDS | |
By: | /s/ F. WILLIAM MCNABB III* |
F. WILLIAM MCNABB III | |
CHIEF EXECUTIVE OFFICER | |
Date: March 21, 2012 |
VANGUARD WINDSOR FUNDS | |
By: | /s/ THOMAS J. HIGGINS* |
THOMAS J. HIGGINS | |
CHIEF FINANCIAL OFFICER | |
Date: March 21, 2012 |
* By:/s/ Heidi Stam
Heidi Stam, pursuant to a Power of Attorney filed on November 28, 2011, see file Number 33-23444, Incorporated by Reference.
I, F. William McNabb III, certify that:
1. I have reviewed this report on Form N-Q of Vanguard Windsor Funds;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: March 21, 2012 |
/s/ F. William McNabb III |
|
F. William McNabb III |
|
Chief Executive Officer |
I, Thomas J. Higgins, certify that:
1. I have reviewed this report on Form N-Q of Vanguard Windsor Funds;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: March 21, 2012 |
/s/ Thomas J Higgins |
|
Thomas J. Higgins |
|
Chief Financial Officer |