POS EX 1 windsorpos-ex.htm WINDSOR windsorpos-ex.htm - Generated by SEC Publisher for SEC Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549  
 
Form N-1A  
 
REGISTRATION STATEMENT (NO. 2-14336)  
UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 132 [X]
and  

 

REGISTRATION STATEMENT (NO. 811-00834) UNDER THE INVESTMENT COMPANY ACT
OF 1940  
Amendment No. 135 [X]
 
VANGUARD WINDSOR FUNDS
(Exact Name of Registrant as Specified in Declaration of Trust)
 
P.O. Box 2600, Valley Forge, PA 19482
(Address of Principal Executive Office)
 
Registrant’s Telephone Number (610) 669-1000
 
Anne E. Robinson, Esquire
P.O. Box 876
Valley Forge, PA 19482

 

It is proposed that this filing will become effective immediately upon filing pursuant to Rule 462(d).
 
Explanatory Note
 
This Post-Effective Amendment consists of the following:
 
1. Facing Sheet of the Registration Statement
2. Part C to the Registration Statement (including Signatures page)
3. Exhibit (a) to Item 28 to the Registration Statement
 
This Post-Effective Amendment is being filed solely to file Amended and Restated Agreement and
Declaration of Trust as Exhibit (a) to Item 28 to this Registration Statement on Form N-1A (the
“Registration Statement”).
 
Parts A and B of Post-Effective Amendment No. 130 to the Registration Statement, dated
February 23, 2017, and filed pursuant to Rule 485(b) under the Securities Act of 1933, are
incorporated by reference.

 


PART C

VANGUARD WINDSOR FUNDS

OTHER INFORMATION

Item 28. Exhibits

(a) Articles of Incorporation, Amended and Restated Agreement and Declaration of Trust, filed
  with Post-Effective Amendment No. 111 dated February 27, 2009, is hereby incorporated by
  reference.
(b) By-Laws, Amended and Restated By-Laws, are filed herewith.
(c) Instruments Defining Rights of Security Holders, reference is made to Articles III and V of the
  Registrant’s Amended and Restated Agreement and Declaration of Trust, refer to Exhibit (a)
  above.
(d) Investment Advisory Contracts, for Wellington Management Company LLP, filed with Post-
  Effective Amendment No. 110 dated February 27, 2008; for Hotchkis and Wiley Capital
  Management, LLC, filed with Post-Effective Amendment No. 112 on December 21, 2009; for
  Sanders Capital, LLC, filed with Post-Effective Amendment No. 114 dated February 25, 2010;
  for Barrow, Hanley, Mewhinney & Strauss, LLC and for Lazard Asset Management LLC, filed
  with Post-Effective Amendment No. 117 dated February 27, 2012; and for Pzena Investment
  Management, LLC, filed with Post-Effective Amendment No. 124 dated February 26, 2014,
  are hereby incorporated by reference. The Vanguard Group, Inc., provides investment advisory
  services to Vanguard Windsor II Fund at cost pursuant to the Fifth Amended and Restated
  Funds’ Service Agreement, refer to (h) below.
(e) Underwriting Contracts, not applicable
(f) Bonus or Profit Sharing Contracts, reference is made to the section entitled “Management of
  the Funds” in Part B of this Registration Statement.
(g) Custodian Agreements, for Brown Brothers Harriman & Co., filed with Post-Effective
  Amendment No. 130, dated February 23, 2017, is hereby incorporated by reference.
(h) Other Material Contracts, Fifth Amended and Restated Funds’ Service Agreement, filed with
  Post-Effective Amendment No. 117 dated February 27, 2012, is hereby incorporated by
  reference.
(i) Legal Opinion, not applicable.
(j) Other Opinions, Consent of Independent Registered Public Accounting Firm, filed with Post-
  Effective Amendment No. 130, dated February 23, 2017, is hereby incorporated by reference.
(k) Omitted Financial Statements, not applicable.
(l) Initial Capital Agreements, not applicable.
(m) Rule 12b-1 Plan, not applicable.
(n) Rule 18f-3 Plan, filed with Post-Effective Amendment No. 130, dated February 23, 2017, is
  hereby incorporated by reference.
(o) Reserved.
(p) Codes of Ethics, for Barrow, Hanley, Mewhinney & Strauss, LLC, filed with Post-Effective
  Amendment No. 110 dated February 27, 2008; for Sanders Capital, LLC, filed with Post-
  Effective Amendment No. 113 on January 13, 2010; for Lazard Asset Management LLC and for
  the Vanguard Group, Inc., filed with Post-Effective Amendment No. 126 dated February 25,
  2015; and for Pzena Investment Management, LLC, and for Hotchkis and Wiley Capital
  Management, LLC, filed with Post-Effective Amendment No. 128 dated February 25, 2016,
  are hereby incorporated by reference. For Wellington Management Company LLP, filed with
  Post-Effective Amendment No. 130, dated February 23, 2017, is hereby incorporated by
  reference.

 

Item 29. Persons Controlled by or under Common Control with Registrant

Registrant is not controlled by or under common control with any person.

 

Item 30. Indemnification

The Registrant’s organizational documents contain provisions indemnifying Trustees and officers against liability incurred in their official capacities. Article VII, Section 2 of the Amended and Restated Agreement and Declaration of Trust provides that the Registrant may indemnify and hold harmless each and every Trustee and officer from and against any and all claims, demands, costs, losses, expenses, and damages whatsoever arising out of or related to the performance of his or her duties as a Trustee or officer. Article VI of the By-Laws generally provides that the Registrant shall indemnify its Trustees and officers from any liability arising out of their past or present service in that capacity. Among other things, this provision excludes any liability arising by reason of willful misfeasance, bad faith, gross negligence, or the reckless disregard of the duties involved in the conduct of the Trustee’s or officer’s office with the Registrant.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the Securities Act) may be permitted for directors, officers, or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 31. Business and Other Connections of Investment Advisers

Barrow, Hanley, Mewhinney & Strauss, LLC (Barrow, Hanley) is an investment adviser registered under the Investment Advisers Act of 1940 (the Advisers Act). The list required by this Item 31 of officers and directors of Barrow, Hanley, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated herein by reference from Form ADV filed by Barrow, Hanley pursuant to the Advisers Act (SEC File No. 801-31237).

Hotchkis and Wiley Capital Management, LLC (Hotchkis and Wiley) is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and directors of Hotchkis and Wiley, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated herein by reference from Form ADV filed by Hotchkis and Wiley pursuant to the Advisers Act (SEC File No. 801-60512).

Wellington Management Company LLP (Wellington Management) is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and partners of Wellington Management, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and partners during the past two years, is incorporated herein by reference from Form ADV filed by Wellington Management pursuant to the Advisers Act (SEC File No. 801-15908).

The Vanguard Group, Inc. (Vanguard) is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and directors of Vanguard, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated herein by reference from Form ADV filed by Vanguard pursuant to the Advisers Act (SEC File No. 801-11953).

Lazard Asset Management LLC (Lazard) is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and directors of Lazard Asset Management, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated herein by reference from Form ADV filed by Lazard pursuant to the Advisers Act (SEC File No. 801-61701).

Sanders Capital, LLC (Sanders) is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and members of Sanders, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and members during the past two years, is incorporated herein by reference from Form ADV filed by Sanders pursuant to the Advisers Act (SEC File No. 801-70661).

Pzena Investment Management, LLC (Pzena) is an investment adviser registerd under the Advisers Act. The list required by this Item 31 of officers and directors of Pzena, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and directors during the past two years, is hereby incorporated by reference from Form ADV filed by Pzena pursuant to the Advisers Act (SEC File No. 801-50838).

 

Item 32. Principal Underwriters

(a)Vanguard Marketing Corporation, a wholly owned subsidiary of The Vanguard Group, Inc., is the principal underwriter of each fund within the Vanguard group of investment companies, a family of more than 190 mutual funds.

(b)The principal business address of each named director and officer of Vanguard Marketing Corporation is 100 Vanguard Boulevard, Malvern, PA 19355.

Name Positions and Office with Underwriter Positions and Office with Funds
F. William McNabb III Director and Chairman Chairman and Chief Executive Officer
Glenn W. Reed Director None
Mortimer J. Buckley Director and Senior Vice President None
Martha G. King Director and Senior Vice President None
Chris D. McIsaac Director and Senior Vice President None
Anne E. Robinson Director and Senior Vice President Secretary
Karin Risi Director and Managing Director None
Thomas Rampulla Director and Senior Vice President None
Michael Rollings Director None
Natalie Bej Chief Compliance Officer None
Matthew Benchener Principal None
Jack Brod Principal None
James M. Delaplane Jr. Principal None
Kathleen A. Graham-Kelly Principal None
Phillip Korenman Principal None
Mike Lucci Principal None
Alba E. Martinez Principal None
Brian McCarthy Principal None
Frank Satterthwaite Principal None
Christopher Sicilia Principal None
Tammy Virnig Principal None
Salvatore L. Pantalone Financial and Operations Principal and Treasurer None
Amy M. Laursen Financial and Operations Principal None
Timothy P. Holmes Annuity and Insurance Officer None
Jeff Seglem Annuity and Insurance Officer None
Michael L. Kimmel Assistant Secretary None
Marc P. Lindsay Assistant Secretary None
Caroline Cosby Secretary None

 

(c)Not Applicable.

 

Item 33. Location of Accounts and Records

The books, accounts, and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, and the rules promulgated thereunder will be maintained at the offices of the Registrant, 100 Vanguard Boulevard, Malvern, PA 19355; the Registrant’s Transfer Agent, The Vanguard Group, Inc., 100 Vanguard Boulevard, Malvern, PA 19355; the Registrant’s Custodian, Brown Brothers Harriman & Co., 50 Post Office Square, Boston, MA 02110-1548; and the Registrant’s investment advisors at their respective locations identified in Part B of this Registration Statement.

Item 34. Management Services

Other than as set forth in the section entitled “Management of the Funds” in Part B of this Registration Statement, the Registrant is not a party to any management-related service contract.

Item 35. Undertakings

Not applicable.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant hereby certifies that it has duly caused this Post-Effective Amendment to this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Valley Forge and the Commonwealth of Pennsylvania, on the 13th day of July, 2017.

VANGUARD WINDSOR FUNDS
BY: /s/ F. William McNabb III*
F. William McNabb III
Chairman and Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated:

Signature Title Date
 
/s/ F. William McNabb III* Chairman and Chief Executive July 13, 2017
  Officer  
F. William McNabb    
/s/ Emerson U. Fullwood* Trustee July 13, 2017
Emerson U. Fullwood    
/s/ Rajiv L. Gupta* Trustee July 13, 2017
Rajiv L. Gupta    
/s/ Amy Gutmann* Trustee July 13, 2017
Amy Gutmann    
/s/ JoAnn Heffernan Heisen* Trustee July 13, 2017
JoAnn Heffernan Heisen    
/s/ F. Joseph Loughrey* Trustee July 13, 2017
F. Joseph Loughrey    
/s/ Mark Loughridge* Trustee July 13, 2017
Mark Loughridge    
/s/ Scott C. Malpass* Trustee July 13, 2017
Scott C. Malpass    
/s/ André F. Perold* Trustee July 13, 2017
André F. Perold    
/s/ Peter F. Volanakis* Trustee July 13, 2017
Peter F. Volanakis    
/s/ Thomas J. Higgins* Chief Financial Officer July 13, 2017
Thomas J. Higgins    

 

*By: /s/ Anne E. Robinson

Anne E. Robinson, pursuant to a Power of Attorney filed on October 4, 2016, see File Number 33-32548, Incorporated by Reference.

 

INDEX TO EXHIBITS  
By-Laws, Amended and Restated By-Laws. Ex-99.B