0001104659-21-086775.txt : 20210629 0001104659-21-086775.hdr.sgml : 20210629 20210629150927 ACCESSION NUMBER: 0001104659-21-086775 CONFORMED SUBMISSION TYPE: N-CSRS PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20210430 FILED AS OF DATE: 20210629 DATE AS OF CHANGE: 20210629 EFFECTIVENESS DATE: 20210629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VANGUARD WINDSOR FUNDS CENTRAL INDEX KEY: 0000107606 IRS NUMBER: 510082711 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: N-CSRS SEC ACT: 1940 Act SEC FILE NUMBER: 811-00834 FILM NUMBER: 211057718 BUSINESS ADDRESS: STREET 1: PO BOX 2600 STREET 2: V26 CITY: VALLEY FORGE STATE: PA ZIP: 19482 BUSINESS PHONE: 6106691000 MAIL ADDRESS: STREET 1: PO BOX 2600 STREET 2: V26 CITY: VALLEY FORGE STATE: PA ZIP: 19482 FORMER COMPANY: FORMER CONFORMED NAME: VANGUARD WINDSOR FUNDS/ DATE OF NAME CHANGE: 20011121 FORMER COMPANY: FORMER CONFORMED NAME: VANGUARD/WINDSOR FUNDS INC DATE OF NAME CHANGE: 19931203 FORMER COMPANY: FORMER CONFORMED NAME: WINDSOR FUNDS INC DATE OF NAME CHANGE: 19920703 0000107606 S000004417 Vanguard Windsor Fund C000012178 Investor Shares VWNDX C000012179 Admiral Shares VWNEX 0000107606 S000004418 Vanguard Windsor II Fund C000012180 Investor Shares VWNFX C000012181 Admiral Shares VWNAX N-CSRS 1 tm2117949d1_ncsrs.htm N-CSRS

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT

OF

REGISTERED MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number: 811-00834

 

Name of Registrant: Vanguard Windsor Funds
Address of Registrant: P.O. Box 2600
  Valley Forge, PA 19482

 

Name and address of agent for service: Anne E. Robinson, Esquire
  P.O. Box 876
  Valley Forge, PA 19482

 

Registrant’s telephone number, including area code: (610) 669-1000

 

Date of fiscal year end: October 31

 

Date of reporting period: November 1, 2020—April 30, 2021

 

 

 

 

Item 1: Reports to Shareholders

 

 

 

  

Semiannual Report   |   April 30, 2021
Vanguard Windsor Fund

Contents
About Your Fund’s Expenses

1
Financial Statements

4
Trustees Approve Advisory Arrangements

19
Liquidity Risk Management

21

About Your Fund’s Expenses
As a shareholder of the fund, you incur ongoing costs, which include costs for portfolio management, administrative services, and shareholder reports (like this one), among others. Operating expenses, which are deducted from a fund’s gross income, directly reduce the investment return of the fund.
A fund’s expenses are expressed as a percentage of its average net assets. This figure is known as the expense ratio. The following examples are intended to help you understand the ongoing costs (in dollars) of investing in your fund and to compare these costs with those of other mutual funds. The examples are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period.
The accompanying table illustrates your fund’s costs in two ways:
Based on actual fund return. This section helps you to estimate the actual expenses that you paid over the period. The ”Ending Account Value“ shown is derived from the fund‘s actual return, and the third column shows the dollar amount that would have been paid by an investor who started with $1,000 in the fund. You may use the information here, together with the amount you invested, to estimate the expenses that you paid over the period.
To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for your fund under the heading ”Expenses Paid During Period.“
Based on hypothetical 5% yearly return. This section is intended to help you compare your fund‘s costs with those of other mutual funds. It assumes that the fund had a yearly return of 5% before expenses, but that the expense ratio is unchanged. In this case—because the return used is not the fund’s actual return—the results do not apply to your investment. The example is useful in making comparisons because the Securities and Exchange Commission requires all mutual funds to calculate expenses based on a 5% return. You can assess your fund’s costs by comparing this hypothetical example with the hypothetical examples that appear in shareholder reports of other funds.
Note that the expenses shown in the table are meant to highlight and help you compare ongoing costs only and do not reflect transaction costs incurred by the fund for buying and selling securities. Further, the expenses do not include any purchase, redemption, or account service fees described in the fund prospectus. If such fees were applied to your account, your costs would be higher. Your fund does not carry a “sales load.”
The calculations assume no shares were bought or sold during the period. Your actual costs may have been higher or lower, depending on the amount of your investment and the timing of any purchases or redemptions.
You can find more information about the fund’s expenses, including annual expense ratios, in the Financial Statements section of this report. For additional information on operating expenses and other shareholder costs, please refer to your fund’s current prospectus.
1

Six Months Ended April 30, 2021      
Windsor Fund Beginning
Account Value
10/31/2020
Ending
Account Value
4/30/2021
Expenses
Paid During
Period
Based on Actual Fund Return      
Investor Shares $1,000.00 $1,445.00 $1.82
Admiral™ Shares 1,000.00 1,445.40 1.21
Based on Hypothetical 5% Yearly Return      
Investor Shares $1,000.00 $1,023.31 $1.51
Admiral Shares 1,000.00 1,023.80 1.00
The calculations are based on expenses incurred in the most recent six-month period. The fund’s annualized six-month expense ratios for that period are 0.30% for Investor Shares and 0.20% for Admiral Shares. The dollar amounts shown as “Expenses Paid” are equal to the annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent six-month period, then divided by the number of days in the most recent 12-month period (181/365).
2

Windsor Fund
Fund Allocation
As of April 30, 2021
Communication Services 3.6%
Consumer Discretionary 11.1
Consumer Staples 4.6
Energy 6.1
Financials 24.6
Health Care 13.0
Industrials 8.0
Information Technology 13.4
Materials 3.9
Real Estate 5.6
Utilities 6.1
Other 0.0
The table reflects the fund’s investments, except for short-term investments and derivatives. Sector categories are based on the Global Industry Classification Standard (“GICS”), except for the “Other” category (if applicable), which includes securities that have not been provided a GICS classification as of the effective reporting period.
Global Industry Classification Standard (“GICS”) was developed by and is the exclusive property and a service mark of MSCI Inc. (“MSCI”) and Standard and Poor’s, a division of McGraw-Hill Companies, Inc. (“S&P”), and is licensed for use by Vanguard. Neither MSCI, S&P nor any third party involved in making or compiling the GICS or any GICS classification makes any express or implied warranties or representations with respect to such standard or classification (or the results to be obtained by the use thereof), and all such parties hereby expressly disclaim all warranties of originality, accuracy, completeness, merchantability or fitness for a particular purpose with respect to any such standard or classification. Without limiting any of the foregoing, in no event shall MSCI, S&P, any of its affiliates or any third party involved in making or compiling the GICS or any GICS classification have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages.
3

Windsor Fund
Financial Statements (unaudited)
Schedule of Investments
As of April 30, 2021
The fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The fund’s Form N-PORT reports are available on the SEC’s website at www.sec.gov.
    Shares Market
Value

($000)
Common Stocks (97.9%)
Communication Services (3.5%)
* T-Mobile US Inc.  2,703,081    357,158
* Alphabet Inc. Class A     79,020    185,974
  Electronic Arts Inc.    937,778    133,239
* Charter Communications Inc. Class A    191,309    128,837
  Verizon Communications Inc.    220,056     12,717
         817,925
Consumer Discretionary (10.9%)
* Dollar Tree Inc.  2,487,668    285,833
  Lear Corp.  1,287,305    236,658
* Compass Group plc 10,561,979    229,768
* Gildan Activewear Inc.  6,528,044    226,458
* PVH Corp.  1,755,621    198,701
* Ford Motor Co. 15,918,728    183,702
  VF Corp.  1,913,631    167,749
* CarMax Inc.  1,247,843    166,263
* Mohawk Industries Inc.    793,348    163,033
* General Motors Co.  2,719,996    155,638
  Newell Brands Inc.  5,632,130    151,842
* Las Vegas Sands Corp.  2,222,301    136,138
  TJX Cos. Inc.  1,356,819     96,334
* Skechers USA Inc. Class A  1,637,717     79,413
* Booking Holdings Inc.     28,294     69,776
       2,547,306
Consumer Staples (4.5%)
  Philip Morris International Inc.  3,557,698    337,981
  Keurig Dr Pepper Inc.  8,196,949    293,861
  Tyson Foods Inc. Class A  2,757,268    213,551
  Archer-Daniels-Midland Co.  1,647,158    103,985
  Sysco Corp.    975,299     82,637
  Kellogg Co.    535,631     33,434
       1,065,449
Energy (5.9%)
  Halliburton Co. 12,292,314    240,438
  Canadian Natural Resources Ltd.  7,818,393    237,523
  Exxon Mobil Corp.  3,089,288    176,831
  Baker Hughes Co. Class A  7,266,569    145,913
  NOV Inc.  8,378,161    125,253
4

Windsor Fund
    Shares Market
Value

($000)
1 Royal Dutch Shell plc Class A ADR  3,001,631    114,062
  Schlumberger NV  3,959,868    107,114
  Diamondback Energy Inc.  1,294,074    105,765
  ConocoPhillips  1,654,208     84,596
  Cenovus Energy Inc.  6,621,254     51,447
       1,388,942
Financials (24.1%)
  Bank of America Corp. 17,923,130    726,424
  MetLife Inc.  7,244,536    460,970
  Charles Schwab Corp.  5,882,358    414,118
  Raymond James Financial Inc.  2,985,946    390,502
  Chubb Ltd.  1,982,794    340,228
  Equitable Holdings Inc.  9,612,688    329,042
  Wells Fargo & Co.  6,551,977    295,167
* Athene Holding Ltd. Class A  4,688,751    279,778
  Capital One Financial Corp.  1,755,544    261,717
  M&T Bank Corp.  1,633,926    257,654
  American International Group Inc.  4,745,297    229,910
  Zions Bancorp NA  3,839,750    214,258
  S&P Global Inc.    523,547    204,388
  Citigroup Inc.  2,779,032    197,978
  JPMorgan Chase & Co.  1,102,065    169,509
  Travelers Cos. Inc.    975,949    150,940
  Goldman Sachs Group Inc.    406,137    141,518
  Voya Financial Inc.  1,996,494    135,402
  ING Groep NV ADR  9,676,882    123,283
  Axis Capital Holdings Ltd.  1,829,345    102,077
  Unum Group  2,655,523     75,045
  Morgan Stanley    850,884     70,240
  UBS Group AG (Registered)  2,753,680     42,104
  Invesco Ltd.    852,369     23,014
       5,635,266
Health Care (12.7%)
  UnitedHealth Group Inc.    895,956    357,307
  CVS Health Corp.  4,408,952    336,844
  Medtronic plc  1,913,797    250,554
* Boston Scientific Corp.  4,470,116    194,897
* Centene Corp.  3,115,386    192,344
  Eli Lilly & Co.  1,019,330    186,303
* Vertex Pharmaceuticals Inc.    783,203    170,895
1 AstraZeneca plc ADR  2,957,921    156,977
* Regeneron Pharmaceuticals Inc.    299,649    144,221
* Seagen Inc.    987,182    141,917
  Anthem Inc.    370,046    140,392
  McKesson Corp.    700,633    131,411
  Sanofi  1,144,454    119,987
  Bristol-Myers Squibb Co.  1,415,124     88,332
  Cardinal Health Inc.  1,305,773     78,790
  Pfizer Inc.  2,033,820     78,607
  Cigna Corp.    298,096     74,229
* Biogen Inc.    272,471     72,840
  Amgen Inc.    269,795     64,654
       2,981,501
5

Windsor Fund
    Shares Market
Value

($000)
Industrials (7.8%)
  Westinghouse Air Brake Technologies Corp.  5,477,503    449,539
  Raytheon Technologies Corp.  4,230,887    352,179
  General Electric Co. 21,151,885    277,513
  Leidos Holdings Inc.  2,102,787    212,970
  Stanley Black & Decker Inc.    634,919    131,282
  Textron Inc.  2,033,758    130,649
  JB Hunt Transport Services Inc.    727,497    124,191
* Airbus SE  1,011,955    121,697
  Dover Corp.    218,597     32,612
       1,832,632
Information Technology (13.1%)
  Cognizant Technology Solutions Corp. Class A  4,806,667    386,456
  Cisco Systems Inc.  7,362,280    374,814
  Broadcom Inc.    542,940    247,689
  Amdocs Ltd.  3,037,038    233,062
* FleetCor Technologies Inc.    775,018    222,988
*,1 VMware Inc. Class A  1,327,458    213,495
* GoDaddy Inc. Class A  2,407,113    208,986
  Hewlett Packard Enterprise Co. 11,420,593    182,958
* F5 Networks Inc.    944,991    176,486
* Micron Technology Inc.  1,872,658    161,180
  Genpact Ltd.  2,653,110    126,102
  Oracle Corp.  1,635,666    123,967
  NXP Semiconductors NV    531,782    102,373
  KLA Corp.    317,969    100,272
* Lumentum Holdings Inc.  1,159,958     98,654
  Samsung Electronics Co. Ltd.    942,669     68,707
  Juniper Networks Inc.  1,995,063     50,655
       3,078,844
Materials (3.9%)
  Reliance Steel & Aluminum Co.  1,445,771    231,772
  Celanese Corp. Class A  1,416,355    221,872
  Dow Inc.  2,664,763    166,548
  FMC Corp.  1,246,434    147,378
  PPG Industries Inc.    788,304    134,989
         902,559
Other (0.0%)
* Allstar Coinv LLC  1,647,100      2,044
Real Estate (5.5%)
  American Tower Corp.  1,228,542    312,996
  VICI Properties Inc.  9,546,539    302,625
  Americold Realty Trust  5,988,855    241,890
  Camden Property Trust  1,230,247    148,220
  Digital Realty Trust Inc.    940,117    145,069
  Equinix Inc.    191,298    137,880
       1,288,680
Utilities (6.0%)
  Exelon Corp.  6,990,599    314,158
  Duke Energy Corp.  2,083,307    209,768
  Edison International  3,310,563    196,813
  Pinnacle West Capital Corp.  2,107,564    178,405
  NRG Energy Inc.  4,303,566    154,154
6

Windsor Fund
    Shares Market
Value

($000)
  Consolidated Edison Inc.  1,545,010    119,599
  Avangrid Inc.  2,237,135    113,870
* Iberdrola SA (XMAD)  8,092,906    109,367
       1,396,134
Total Common Stocks (Cost $16,331,314) 22,937,282
Temporary Cash Investments (3.6%)
Money Market Fund (3.1%)
2,3 Vanguard Market Liquidity Fund, 0.068%  7,131,919    713,192
    Face
Amount
($000)
 
Repurchase Agreement (0.5%)
  Bank of America Securities LLC 0.010%, 5/3/21
(Dated 4/30/21, Repurchase Value $122,600,000, collateralized by Federal National Mortgage Association 2.000%–2.500%, 2/1/36–6/1/50, with a value of $125,052,000)
   122,600    122,600
Total Temporary Cash Investments (Cost $835,755) 835,792
Total Investments (101.5%) (Cost $17,167,069) 23,773,074
Other Assets and Liabilities—Net (-1.5%) (345,635)
Net Assets (100%) 23,427,439
Cost is in $000.
See Note A in Notes to Financial Statements.
* Non-income-producing security.
1 Includes partial security positions on loan to broker-dealers. The total value of securities on loan is $316,051,000.
2 Affiliated money market fund available only to Vanguard funds and certain trusts and accounts managed by Vanguard. Rate shown is the 7-day yield.
3 Collateral of $322,454,000 was received for securities on loan, of which $322,092,000 is held in Vanguard Market Liquidity Fund and $362,000 is held in cash.
  ADR—American Depositary Receipt.
  

Derivative Financial Instruments Outstanding as of Period End

Futures Contracts
      ($000)
  Expiration Number of
Long (Short)
Contracts
Notional
Amount
Value and
Unrealized
Appreciation
(Depreciation)
Long Futures Contracts        
E-mini S&P 500 Index June 2021 1,581 329,986 6,197
  
See accompanying Notes, which are an integral part of the Financial Statements.
7

Windsor Fund
Statement of Assets and Liabilities
As of April 30, 2021
($000s, except shares and per-share amounts) Amount
Assets  
Investments in Securities, at Value  
Unaffiliated Issuers (Cost $16,453,914) 23,059,882
Affiliated Issuers (Cost $713,155) 713,192
Total Investments in Securities 23,773,074
Investment in Vanguard 829
Cash 362
Cash Collateral Pledged—Futures Contracts 17,394
Receivables for Investment Securities Sold 199,684
Receivables for Accrued Income 10,210
Receivables for Capital Shares Issued 8,787
Total Assets 24,010,340
Liabilities  
Due to Custodian 47,525
Payables for Investment Securities Purchased 180,912
Collateral for Securities on Loan 322,454
Payables to Investment Advisor 3,759
Payables for Capital Shares Redeemed 25,200
Payables to Vanguard 759
Variation Margin Payable—Futures Contracts 2,292
Total Liabilities 582,901
Net Assets 23,427,439
At April 30, 2021, net assets consisted of:  
   
Paid-in Capital 15,685,635
Total Distributable Earnings (Loss) 7,741,804
Net Assets 23,427,439
 
Investor Shares—Net Assets  
Applicable to 241,117,108 outstanding $.001 par value shares of
beneficial interest (unlimited authorization)
6,004,589
Net Asset Value Per Share—Investor Shares $24.90
 
Admiral Shares—Net Assets  
Applicable to 207,431,300 outstanding $.001 par value shares of
beneficial interest (unlimited authorization)
17,422,850
Net Asset Value Per Share—Admiral Shares $83.99
  
See accompanying Notes, which are an integral part of the Financial Statements.
8

Windsor Fund
Statement of Operations
  Six Months Ended
April 30, 2021
  ($000)
Investment Income  
Income  
Dividends1 193,011
Interest2 238
Securities Lending—Net 360
Total Income 193,609
Expenses  
Investment Advisory Fees—Note B  
Basic Fee 13,383
Performance Adjustment (6,424)
The Vanguard Group—Note C  
Management and Administrative—Investor Shares 5,988
Management and Administrative—Admiral Shares 9,453
Marketing and Distribution—Investor Shares 156
Marketing and Distribution—Admiral Shares 194
Custodian Fees 646
Shareholders’ Reports—Investor Shares 15
Shareholders’ Reports—Admiral Shares 10
Trustees’ Fees and Expenses 5
Total Expenses 23,426
Net Investment Income 170,183
Realized Net Gain (Loss)  
Investment Securities Sold2 978,763
Futures Contracts 54,075
Foreign Currencies (22)
Realized Net Gain (Loss) 1,032,816
Change in Unrealized Appreciation (Depreciation)  
Investment Securities—Unaffiliated Issuers2 6,273,448
Futures Contracts 16,500
Foreign Currencies (23)
Change in Unrealized Appreciation (Depreciation) 6,289,925
Net Increase (Decrease) in Net Assets Resulting from Operations 7,492,924
1 Dividends are net of foreign withholding taxes of $1,962,000.
2 Interest income, realized net gain (loss), and change in unrealized appreciation (depreciation) from an affiliated company of the fund were $192,000, $3,000, and ($2,000), respectively. Purchases and sales are for temporary cash investment purposes.
  
See accompanying Notes, which are an integral part of the Financial Statements.
9

Windsor Fund
Statement of Changes in Net Assets
  Six Months Ended
April 30,
2021
  Year Ended
October 31,
2020
  ($000)   ($000)
Increase (Decrease) in Net Assets      
Operations      
Net Investment Income 170,183   393,487
Realized Net Gain (Loss) 1,032,816   1,453,321
Change in Unrealized Appreciation (Depreciation) 6,289,925   (2,814,038)
Net Increase (Decrease) in Net Assets Resulting from Operations 7,492,924   (967,230)
Distributions      
Investor Shares (377,667)   (459,718)
Admiral Shares (1,075,780)   (1,481,286)
Total Distributions (1,453,447)   (1,941,004)
Capital Share Transactions      
Investor Shares (149,871)   647,387
Admiral Shares 272,792   329,826
Net Increase (Decrease) from Capital Share Transactions 122,921   977,213
Total Increase (Decrease) 6,162,398   (1,931,021)
Net Assets      
Beginning of Period 17,265,041   19,196,062
End of Period 23,427,439   17,265,041
  
See accompanying Notes, which are an integral part of the Financial Statements.
10

Windsor Fund
Financial Highlights
Investor Shares            
For a Share Outstanding
Throughout Each Period 
Six Months
Ended
April 30,
2021
Year Ended October 31,
2020 2019 2018 2017 2016
Net Asset Value, Beginning of Period $18.55 $21.76 $22.02 $23.38 $19.70 $21.06
Investment Operations            
Net Investment Income .1721 .4081 .4191 .4171 .3631 .394
Net Realized and Unrealized Gain (Loss) on Investments 7.771 (1.412) 1.700 (.753) 4.345 (.168)
Total from Investment Operations 7.943 (1.004) 2.119 (.336) 4.708 .226
Distributions            
Dividends from Net Investment Income (.216) (.420) (.426) (.378) (.433) (.317)
Distributions from Realized Capital Gains (1.377) (1.786) (1.953) (.646) (.595) (1.269)
Total Distributions (1.593) (2.206) (2.379) (1.024) (1.028) (1.586)
Net Asset Value, End of Period $24.90 $18.55 $21.76 $22.02 $23.38 $19.70
Total Return2 44.50% -5.64% 11.59% -1.69% 24.53% 1.27%
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $6,005 $4,570 $4,549 $4,468 $5,191 $4,896
Ratio of Total Expenses to Average Net Assets3 0.30% 0.29% 0.30% 0.31% 0.31% 0.30%
Ratio of Net Investment Income to Average Net Assets 1.57% 2.14% 2.04% 1.76% 1.66% 2.01%
Portfolio Turnover Rate 17% 51% 39% 33% 26% 26%
The expense ratio and net investment income ratio for the current period have been annualized.
1 Calculated based on average shares outstanding.
2 Total returns do not include account service fees that may have applied in the periods shown. Fund prospectuses provide information about any applicable account service fees.
3 Includes performance-based investment advisory fee increases (decreases) of (0.06%), (0.07%), (0.05%), (0.05%), (0.05%), and (0.06%)
  
See accompanying Notes, which are an integral part of the Financial Statements.
11

Windsor Fund
Financial Highlights
Admiral Shares            
For a Share Outstanding
Throughout Each Period 
Six Months
Ended
April 30,
2021
Year Ended October 31,
2020 2019 2018 2017 2016
Net Asset Value, Beginning of Period $62.58 $73.41 $74.29 $78.88 $66.48 $71.04
Investment Operations            
Net Investment Income .6151 1.4481 1.4841 1.4841 1.2951 1.398
Net Realized and Unrealized Gain (Loss) on Investments 26.199 (4.770) 5.735 (2.538) 14.650 (.545)
Total from Investment Operations 26.814 (3.322) 7.219 (1.054) 15.945 .853
Distributions            
Dividends from Net Investment Income (.759) (1.485) (1.509) (1.358) (1.538) (1.134)
Distributions from Realized Capital Gains (4.645) (6.023) (6.590) (2.178) (2.007) (4.279)
Total Distributions (5.404) (7.508) (8.099) (3.536) (3.545) (5.413)
Net Asset Value, End of Period $83.99 $62.58 $73.41 $74.29 $78.88 $66.48
Total Return2 44.54% -5.55% 11.71% -1.59% 24.63% 1.41%
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $17,423 $12,695 $14,647 $13,948 $14,366 $11,703
Ratio of Total Expenses to Average Net Assets3 0.20% 0.19% 0.20% 0.21% 0.21% 0.20%
Ratio of Net Investment Income to Average Net Assets 1.66% 2.24% 2.14% 1.86% 1.76% 2.11%
Portfolio Turnover Rate 17% 51% 39% 33% 26% 26%
The expense ratio and net investment income ratio for the current period have been annualized.
1 Calculated based on average shares outstanding.
2 Total returns do not include account service fees that may have applied in the periods shown. Fund prospectuses provide information about any applicable account service fees.
3 Includes performance-based investment advisory fee increases (decreases) of (0.06%), (0.07%), (0.05%), (0.05%), (0.05%), and (0.06%)
  
See accompanying Notes, which are an integral part of the Financial Statements.
12

Windsor Fund
Notes to Financial Statements
Vanguard Windsor Fund is registered under the Investment Company Act of 1940 as an open-end investment company, or mutual fund. The fund offers two classes of shares: Investor Shares and Admiral Shares. Each of the share classes has different eligibility and minimum purchase requirements, and is designed for different types of investors.
Market disruptions associated with the COVID-19 pandemic have had a global impact, and uncertainty exists as to the long-term implications. Such disruptions can adversely affect assets of the fund and thus fund performance.
A. The following significant accounting policies conform to generally accepted accounting principles for U.S. investment companies. The fund consistently follows such policies in preparing its financial statements.
1. 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 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.
2. 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).
3. 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. Counterparty risk involving futures is mitigated because a regulated clearinghouse is the counterparty instead of the clearing broker. To further mitigate counterparty risk, the fund trades futures contracts on an exchange, monitors the financial strength of its clearing brokers and
13

Windsor Fund
clearinghouse, and has entered into clearing agreements with its clearing brokers. The clearinghouse imposes initial margin requirements to secure the fund’s performance and requires daily settlement of variation margin representing changes in the market value of each contract. Any securities pledged as initial margin for open contracts are noted in the Schedule of Investments.
Futures contracts are valued at their quoted daily settlement prices. The notional amounts of the contracts are not recorded in the Statement of Assets and Liabilities. Fluctuations in the value of the contracts are recorded in the Statement of Assets and Liabilities as an asset (liability) and in the Statement of Operations as unrealized appreciation (depreciation) until the contracts are closed, when they are recorded as realized gains (losses) on futures contracts.
During the six months ended April 30, 2021, the fund’s average investments in long and short futures contracts represented 1% and 0% of net assets, respectively, based on the average of the notional amounts at each quarter-end during the period.
4. Repurchase Agreements: The fund enters into repurchase agreements with institutional counterparties. Securities pledged as collateral to the fund under repurchase agreements are held by a custodian bank until the agreements mature, and in the absence of a default, such collateral cannot be repledged, resold, or rehypothecated. Each agreement requires that the market value of the collateral be sufficient to cover payments of interest and principal. The fund further mitigates its counterparty risk by entering into repurchase agreements only with a diverse group of prequalified counterparties, monitoring their financial strength, and entering into master repurchase agreements with its counterparties. The master repurchase agreements provide that, in the event of a counterparty's default (including bankruptcy), the fund may terminate any repurchase agreements with that counterparty, determine the net amount owed, and sell or retain the collateral up to the net amount owed to the fund. Such action may be subject to legal proceedings, which may delay or limit the disposition of collateral.
5. Federal Income Taxes: The fund intends to continue to qualify as a regulated investment company and distribute all of its taxable income. The fund’s tax returns are open to examination by the relevant tax authorities until expiration of the applicable statute of limitations, which is generally three years after the filing of the tax return. Management has analyzed the fund’s tax positions taken for all open federal and state income tax years, and has concluded that no provision for income tax is required in the fund’s financial statements.
6. Distributions: Distributions to shareholders are recorded on the ex-dividend date. Distributions are determined on a tax basis at the fiscal year-end and may differ from net investment income and realized capital gains for financial reporting purposes.
7. Securities Lending: To earn additional income, the fund lends its securities to qualified institutional borrowers. Security loans are subject to termination by the fund at any time, and are required to be secured at all times by collateral in an amount at least equal to the market value of securities loaned. Daily market fluctuations could cause the value of loaned securities to be more or less than the value of the collateral received. When this occurs, the collateral is adjusted and settled before the opening of the market on the next business day. The fund further mitigates its counterparty risk by entering into securities lending transactions only with a diverse group of prequalified counterparties, monitoring their financial strength, and entering into master securities lending agreements with its counterparties. The master securities lending agreements provide that, in the event of a counterparty’s default (including bankruptcy), the fund may terminate any loans with that borrower, determine the net amount owed, and sell or retain the collateral up to
14

Windsor Fund
the net amount owed to the fund; however, such actions may be subject to legal proceedings. While collateral mitigates counterparty risk, in the event of a default, the fund may experience delays and costs in recovering the securities loaned. The fund invests cash collateral received in Vanguard Market Liquidity Fund, and records a liability in the Statement of Assets and Liabilities for the return of the collateral, during the period the securities are on loan. Collateral investments in Vanguard Market Liquidity Fund are subject to market appreciation or depreciation. Securities lending income represents fees charged to borrowers plus income earned on invested cash collateral, less expenses associated with the loan. During the term of the loan, the fund is entitled to all distributions made on or in respect of the loaned securities.
8. Credit Facilities and Interfund Lending Program: The fund and certain other funds managed by The Vanguard Group ("Vanguard") participate in a $4.3 billion committed credit facility provided by a syndicate of lenders pursuant to a credit agreement and an uncommitted credit facility provided by Vanguard. Both facilities may be renewed annually. Each fund is individually liable for its borrowings, if any, under the credit facilities. Borrowings may be utilized for temporary or emergency purposes, subject to the fund’s regulatory and contractual borrowing restrictions. With respect to the committed credit facility, the participating funds are charged administrative fees and an annual commitment fee of 0.10% of the undrawn committed amount of the facility; these fees are allocated to the funds based on a method approved by the fund’s board of trustees and included in Management and Administrative expenses on the fund’s Statement of Operations. Any borrowings under either facility bear interest at a rate based upon the higher of the one-month London Interbank Offered Rate (or an acceptable alternate rate, if necessary), federal funds effective rate, or overnight bank funding rate plus an agreed-upon spread, except that borrowings under the uncommitted credit facility may bear interest based upon an alternate rate agreed to by the fund and Vanguard.
In accordance with an exemptive order (the “Order”) from the SEC, the fund may participate in a joint lending and borrowing program that allows registered open-end Vanguard funds to borrow money from and lend money to each other for temporary or emergency purposes (the “Interfund Lending Program”), subject to compliance with the terms and conditions of the Order, and to the extent permitted by the fund’s investment objective and investment policies. Interfund loans and borrowings normally extend overnight, but can have a maximum duration of seven days. Loans may be called on one business day’s notice. The interest rate to be charged is governed by the conditions of the Order and internal procedures adopted by the board of trustees. The board of trustees is responsible for overseeing the Interfund Lending Program.
For the six months ended April 30, 2021, the fund did not utilize the credit facilities or the Interfund Lending Program.
9. Other: Dividend income is recorded on the ex-dividend date. Non-cash dividends included in income, if any, are recorded at the fair value of the securities received. Interest income includes income distributions received from Vanguard Market Liquidity Fund and is accrued daily. Premiums and discounts on debt securities are amortized and accreted, respectively, to interest income over the lives of the respective securities, except for premiums on certain callable debt securities that are amortized to the earliest call date. Security transactions are accounted for on the date securities are bought or sold. Costs used to determine realized gains (losses) on the sale of investment securities are those of the specific securities sold.
Each class of shares has equal rights as to assets and earnings, except that each class separately bears certain class-specific expenses related to maintenance of shareholder accounts (included in
15

Windsor Fund
Management and Administrative expenses) and shareholder reporting. Marketing and distribution expenses are allocated to each class of shares based on a method approved by the board of trustees. Income, other non-class-specific expenses, and gains and losses on investments are allocated to each class of shares based on its relative net assets.
B. The investment advisory firms Wellington Management Company llp and Pzena Investment Management, LLC, each provide investment advisory services to a portion of the fund for a fee calculated at an annual percentage rate of average net assets managed by the advisor. The basic fee of Wellington Management Company llp is subject to quarterly adjustments based on performance relative to the S&P 500 Index for the preceding three years. The basic fee of Pzena Investment Management, LLC, is subject to quarterly adjustments based on performance relative to the Russell 1000 Value Index for the preceding three years.
Vanguard manages the cash reserves of the fund as described below.
For the six months ended April 30, 2021, the aggregate investment advisory fee paid to all advisors represented an effective annual basic rate of 0.13% of the fund’s average net assets, before a net decrease of $6,424,000 (0.06%) based on performance.
C. In accordance with the terms of a Funds' Service Agreement (the “FSA”) between Vanguard and the fund, Vanguard furnishes to the fund corporate management, administrative, marketing, distribution and cash management services at Vanguard’s cost of operations (as defined by the FSA). These costs of operations are allocated to the fund based on methods and guidelines approved by the board of trustees and are generally settled twice a month.
Upon the request of Vanguard, the fund may invest up to 0.40% of its net assets as capital in Vanguard. At April 30, 2021, the fund had contributed to Vanguard capital in the amount of $829,000, representing less than 0.01% of the fund’s net assets and 0.33% of Vanguard’s capital received pursuant to the FSA. The fund’s trustees and officers are also directors and employees, respectively, of Vanguard.
D. Various inputs may be used to determine the value of the fund’s investments and derivatives. 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). Any investments and derivatives valued with significant unobservable inputs are noted on the Schedule of Investments.
16

Windsor Fund
The following table summarizes the market value of the fund’s investments and derivatives as of April 30, 2021, based on the inputs used to value them:
  Level 1
($000)
Level 2
($000)
Level 3
($000)
Total
($000)
Investments        
Assets        
Common Stocks 22,285,712 651,570 22,937,282
Temporary Cash Investments 713,192 122,600 835,792
Total 22,998,904 774,170 23,773,074
Derivative Financial Instruments        
Assets        
Futures Contracts1 6,197 6,197
1 Includes cumulative appreciation (depreciation) on futures contracts and centrally cleared swaps, if any, as reported in the Schedule of Investments. Only current day’s variation margin is reported within the Statement of Assets and Liabilities.
E. As of April 30, 2021, gross unrealized appreciation and depreciation for investments and derivatives based on cost for U.S. federal income tax purposes were as follows:
  Amount
($000)
Tax Cost 17,178,228
Gross Unrealized Appreciation 6,907,218
Gross Unrealized Depreciation (306,175)
Net Unrealized Appreciation (Depreciation) 6,601,043
F. During the six months ended April 30, 2021, the fund purchased $3,509,384,000 of investment securities and sold $4,575,463,000 of investment securities, other than temporary cash investments.
G. Capital share transactions for each class of shares were:
    
  Six Months Ended
April 30, 2021
  Year Ended
October 31, 2020
  Amount
($000)
Shares
(000)
  Amount
($000)
Shares
(000)
Investor Shares          
Issued 214,345 9,401   754,962 45,996
Issued in Connection with Acquisition of Vanguard Capital Value Fund   696,113 37,613
Issued in Lieu of Cash Distributions 367,593 17,656   446,705 21,481
Redeemed (731,809) (32,229)   (1,250,393) (67,795)
Net Increase (Decrease)—Investor Shares (149,871) (5,172)   647,387 37,295
17

Windsor Fund
  Six Months Ended
April 30, 2021
  Year Ended
October 31, 2020
  Amount
($000)
Shares
(000)
  Amount
($000)
Shares
(000)
Admiral Shares          
Issued 727,441 9,356   1,082,877 17,290
Issued in Lieu of Cash Distributions 1,005,089 14,319   1,385,454 19,747
Redeemed (1,459,738) (19,114)   (2,138,505) (33,692)
Net Increase (Decrease)—Admiral Shares 272,792 4,561   329,826 3,345
H. Management has determined that no other events or transactions occurred subsequent to April 30, 2021, that would require recognition or disclosure in these financial statements.
18

Trustees Approve Advisory Arrangements
The board of trustees of Vanguard Windsor Fund has renewed the fund’s investment advisory arrangements with Wellington Management Company LLP (Wellington Management) and Pzena Investment Management, LLC (Pzena). The board determined that renewing the fund’s advisory arrangements was in the best interests of the fund and its shareholders.
The board based its decisions upon an evaluation of each advisor’s investment staff, portfolio management process, and performance. This evaluation included information provided to the board by Vanguard’s Portfolio Review Department, which is responsible for fund and advisor oversight and product management. The Portfolio Review Department met regularly with the advisors and made monthly presentations to the board during the fiscal year that directed the board’s focus to relevant information and topics.
The board, or an investment committee made up of board members, also received information throughout the year during advisor presentations. For each advisor presentation, the board was provided with letters and reports that included information about, among other things, the advisory firm and the advisor’s assessment of the investment environment, portfolio performance, and portfolio characteristics.
In addition, the board received monthly reports, which included a Market and Economic Report, a Fund Dashboard Monthly Summary, and a Fund Performance Report.
Prior to their meeting, the trustees were provided with a memo and materials that summarized the information they received over the course of the year. They also considered the factors discussed below, among others. However, no single factor determined whether the board approved the arrangements. Rather, it was the totality of the circumstances that drove the board’s decisions.
Nature, extent, and quality of services
The board reviewed the quality of the fund’s investment management services over both the short and long term, and took into account the organizational depth and stability of each advisor. The board considered the following:
Wellington Management. Founded in 1928, Wellington Management is among the nation’s oldest and most respected institutional investment managers. Using a bottom-up, fundamentally driven approach, Wellington Management invests in solid companies whose current fundamentals are depressed relative to longer-term earnings potential. Wellington Management has the ability to seek undervalued stocks across the capitalization spectrum. The investment team has the support of Wellington Management’s global industry analysts in conducting its research-intensive approach. Wellington Management has advised the fund since its inception in 1958.
Pzena. Founded in 1995, Pzena is a global investment management firm that employs a classic value investment approach. Pzena seeks to buy good businesses at low prices, focusing exclusively on companies that are underperforming their historically demonstrated earnings power. Pzena’s research team conducts intensive fundamental research, buying companies only when the problems are judged to be temporary, management has a viable strategy to generate earnings
19

recovery, and there is meaningful downside protection in case earnings do not recover. Pzena has managed a portion of the fund since 2012.
The board concluded that each advisor’s experience, stability, depth, and performance, among other factors, warranted continuation of the advisory arrangements.
Investment performance
The board considered the short- and long-term performance of each advisor’s subportfolio, including any periods of outperformance or underperformance compared with a relevant benchmark index and peer group. The board concluded that the performance was such that the advisory arrangements should continue.
Cost
The board concluded that the fund’s expense ratio was well below the average expense ratio charged by funds in its peer group and that the fund’s advisory fee rates were also well below the peer-group average.
The board did not consider the profitability of Wellington Management or Pzena in determining whether to approve the advisory fees, because the firms are independent of Vanguard and the advisory fees are the result of arm’s-length negotiations.
The benefit of economies of scale
The board concluded that the fund’s shareholders benefit from economies of scale because of breakpoints in the advisory fee schedules for Wellington Management and Pzena. The breakpoints reduce the effective rate of the fees as the fund’s assets managed by each advisor increase.
The board will consider whether to renew the advisory arrangements again after a one-year period.
20

Liquidity Risk Management
Vanguard funds (except for the money market funds) have adopted and implemented a written liquidity risk management program (the “Program”) as required by Rule 22e-4 under the Investment Company Act of 1940. Rule 22e-4 requires that each fund adopt a program that is reasonably designed to assess and manage the fund’s liquidity risk, which is the risk that the fund could not meet redemption requests without significant dilution of remaining investors’ interests in the fund.
Assessment and management of a fund’s liquidity risk under the Program take into consideration certain factors, such as the fund’s investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed conditions, its short- and long-term cash-flow projections during both normal and reasonably foreseeable stressed conditions, and its cash and cash-equivalent holdings and access to other funding sources. As required by the rule, the Program includes policies and procedures for classification of fund portfolio holdings in four liquidity categories, maintaining certain levels of highly liquid investments, and limiting holdings of illiquid investments.
The board of trustees of Vanguard Windsor Funds approved the appointment of liquidity risk management program administrators responsible for administering Vanguard Windsor Fund's Program and for carrying out the specific responsibilities set forth in the Program, including reporting to the board on at least an annual basis regarding the Program’s operation, its adequacy, and the effectiveness of its implementation for the past year (the “Program Administrator Report”). The board has reviewed the Program Administrator Report covering the period from January 1, 2020, through December 31, 2020 (the “Review Period”). The Program Administrator Report stated that during the Review Period the Program operated and was implemented effectively to manage the fund’s liquidity risk.
21

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Q222 062021

 

 

Semiannual Report   |   April 30, 2021
Vanguard Windsor II Fund

Contents
About Your Fund’s Expenses

1
Financial Statements

4
Trustees Approve Advisory Arrangements

20
Liquidity Risk Management

22

About Your Fund’s Expenses
As a shareholder of the fund, you incur ongoing costs, which include costs for portfolio management, administrative services, and shareholder reports (like this one), among others. Operating expenses, which are deducted from a fund’s gross income, directly reduce the investment return of the fund.
A fund’s expenses are expressed as a percentage of its average net assets. This figure is known as the expense ratio. The following examples are intended to help you understand the ongoing costs (in dollars) of investing in your fund and to compare these costs with those of other mutual funds. The examples are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period.
The accompanying table illustrates your fund’s costs in two ways:
Based on actual fund return. This section helps you to estimate the actual expenses that you paid over the period. The ”Ending Account Value“ shown is derived from the fund‘s actual return, and the third column shows the dollar amount that would have been paid by an investor who started with $1,000 in the fund. You may use the information here, together with the amount you invested, to estimate the expenses that you paid over the period.
To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for your fund under the heading ”Expenses Paid During Period.“
Based on hypothetical 5% yearly return. This section is intended to help you compare your fund‘s costs with those of other mutual funds. It assumes that the fund had a yearly return of 5% before expenses, but that the expense ratio is unchanged. In this case—because the return used is not the fund’s actual return—the results do not apply to your investment. The example is useful in making comparisons because the Securities and Exchange Commission requires all mutual funds to calculate expenses based on a 5% return. You can assess your fund’s costs by comparing this hypothetical example with the hypothetical examples that appear in shareholder reports of other funds.
Note that the expenses shown in the table are meant to highlight and help you compare ongoing costs only and do not reflect transaction costs incurred by the fund for buying and selling securities. Further, the expenses do not include any purchase, redemption, or account service fees described in the fund prospectus. If such fees were applied to your account, your costs would be higher. Your fund does not carry a “sales load.”
The calculations assume no shares were bought or sold during the period. Your actual costs may have been higher or lower, depending on the amount of your investment and the timing of any purchases or redemptions.
You can find more information about the fund’s expenses, including annual expense ratios, in the Financial Statements section of this report. For additional information on operating expenses and other shareholder costs, please refer to your fund’s current prospectus.
1

Six Months Ended April 30, 2021      
Windsor II Fund Beginning
Account Value
10/31/2020
Ending
Account Value
4/30/2021
Expenses
Paid During
Period
Based on Actual Fund Return      
Investor Shares $1,000.00 $1,381.80 $2.01
Admiral™ Shares 1,000.00 1,382.50 1.54
Based on Hypothetical 5% Yearly Return      
Investor Shares $1,000.00 $1,023.11 $1.71
Admiral Shares 1,000.00 1,023.51 1.30
The calculations are based on expenses incurred in the most recent six-month period. The fund’s annualized six-month expense ratios for that period are 0.34% for Investor Shares and 0.26% for Admiral Shares. The dollar amounts shown as “Expenses Paid” are equal to the annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent six-month period, then divided by the number of days in the most recent 12-month period (181/365).
2

Windsor II Fund
Fund Allocation
As of April 30, 2021
Communication Services 8.0%
Consumer Discretionary 10.9
Consumer Staples 4.8
Energy 4.5
Financials 20.0
Health Care 17.3
Industrials 8.2
Information Technology 21.1
Materials 2.1
Real Estate 1.7
Utilities 0.6
Other 0.8
The table reflects the fund’s investments, except for short-term investments and derivatives. Sector categories are based on the Global Industry Classification Standard (“GICS”), except for the “Other” category (if applicable), which includes securities that have not been provided a GICS classification as of the effective reporting period.
Global Industry Classification Standard (“GICS”) was developed by and is the exclusive property and a service mark of MSCI Inc. (“MSCI”) and Standard and Poor’s, a division of McGraw-Hill Companies, Inc. (“S&P”), and is licensed for use by Vanguard. Neither MSCI, S&P nor any third party involved in making or compiling the GICS or any GICS classification makes any express or implied warranties or representations with respect to such standard or classification (or the results to be obtained by the use thereof), and all such parties hereby expressly disclaim all warranties of originality, accuracy, completeness, merchantability or fitness for a particular purpose with respect to any such standard or classification. Without limiting any of the foregoing, in no event shall MSCI, S&P, any of its affiliates or any third party involved in making or compiling the GICS or any GICS classification have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages.
3

Windsor II Fund
Financial Statements (unaudited)
Schedule of Investments
As of April 30, 2021
The fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The fund’s Form N-PORT reports are available on the SEC’s website at www.sec.gov.
    Shares Market
Value

($000)
Common Stocks (95.7%)
Communication Services (7.7%)
* Alphabet Inc. Class A    702,265  1,652,781
* Alphabet Inc. Class C    292,365    704,635
* Facebook Inc. Class A  1,722,738    560,028
* Twitter Inc.  4,540,000    250,699
  News Corp. Class A  8,603,610    225,372
* Discovery Inc. Class C  6,905,548    223,118
* Walt Disney Co.  1,178,862    219,292
  Vodafone Group plc ADR 10,811,932    204,886
  Comcast Corp. Class A  2,884,213    161,948
  Omnicom Group Inc.    913,679     75,159
  Interpublic Group of Cos. Inc.  2,230,783     70,827
       4,348,745
Consumer Discretionary (10.5%)
  Lennar Corp. Class A  6,047,759    626,548
* General Motors Co.  9,703,902    555,257
  McDonald's Corp.  2,188,469    516,654
  Lowe's Cos. Inc.  2,293,163    450,033
  Dollar General Corp.  1,606,937    345,090
1 Sony Corp. ADR  3,375,000    338,040
  DR Horton Inc.  3,372,510    331,484
* Dollar Tree Inc.  2,774,904    318,836
  Home Depot Inc.    912,660    295,401
  Starbucks Corp.  2,513,510    287,772
* Aptiv plc  1,858,543    267,426
  Magna International Inc.  2,812,932    265,597
  Cie Generale des Etablissements Michelin SCA ADR  8,570,000    248,016
* Booking Holdings Inc.     85,400    210,603
  Daimler AG (Registered)  2,159,229    192,169
  Ross Stores Inc.  1,211,380    158,618
  Bayerische Motoren Werke AG  1,371,126    137,401
  Harley-Davidson Inc.  1,971,673     95,370
* O'Reilly Automotive Inc.    170,583     94,312
  Genuine Parts Co.    496,042     61,990
* Adient plc  1,311,943     60,795
* Goodyear Tire & Rubber Co.  3,226,296     55,524
  Lennar Corp. Class B     46,457      3,743
       5,916,679
4

Windsor II Fund
    Shares Market
Value

($000)
Consumer Staples (4.6%)
  Coca-Cola Co. 11,667,954    629,836
  Procter & Gamble Co.  4,270,093    569,716
  PepsiCo Inc.  2,460,473    354,702
  Unilever plc ADR  3,871,398    227,329
  Tyson Foods Inc. Class A  2,787,779    215,913
  Sysco Corp.  2,466,278    208,968
  Nestle SA (Registered)  1,050,073    125,306
  Mondelez International Inc. Class A  2,026,888    123,255
  Walgreens Boots Alliance Inc.  2,100,000    111,510
  Unilever plc (XLON)    623,592     36,528
       2,603,063
Energy (4.3%)
  ConocoPhillips  7,751,334    396,403
  Marathon Oil Corp. 26,018,487    292,968
  APA Corp. 11,201,377    224,028
  Hess Corp.  2,939,167    218,997
  Halliburton Co. 11,140,235    217,903
1 Royal Dutch Shell plc Class A ADR  4,873,612    185,197
  Cabot Oil & Gas Corp. 10,471,000    174,552
  Suncor Energy Inc.  7,518,132    161,038
  Phillips 66  1,990,000    161,011
  NOV Inc. 10,076,888    150,650
  Marathon Petroleum Corp.  1,680,189     93,503
  Schlumberger NV  2,915,800     78,872
  Baker Hughes Co. Class A  3,043,100     61,105
  Murphy Oil Corp.  2,182,252     36,946
       2,453,173
Financials (19.1%)
  Wells Fargo & Co. 25,687,008  1,157,200
  Bank of America Corp. 26,032,707  1,055,106
  Citigroup Inc. 13,640,958    971,782
  JPMorgan Chase & Co.  6,000,301    922,906
  Intercontinental Exchange Inc.  6,004,149    706,748
  American International Group Inc. 13,087,256    634,078
  American Express Co.  3,553,707    544,961
  PNC Financial Services Group Inc.  2,569,755    480,416
  Capital One Financial Corp.  2,453,000    365,693
  Commerce Bancshares Inc.  4,348,061    338,323
  Marsh & McLennan Cos. Inc.  2,343,356    317,993
  Goldman Sachs Group Inc.    816,749    284,596
  Ameriprise Financial Inc.  1,057,000    273,129
  Cincinnati Financial Corp.  2,192,000    246,995
  East West Bancorp Inc.  2,710,000    206,366
  Cullen/Frost Bankers Inc.  1,702,000    204,342
  Bank of New York Mellon Corp.  4,029,434    200,988
* Berkshire Hathaway Inc. Class B    728,900    200,411
  Chubb Ltd.  1,121,000    192,352
  Travelers Cos. Inc.  1,204,992    186,364
  BNP Paribas SA  2,782,700    178,420
  Truist Financial Corp.  2,831,319    167,925
  Hartford Financial Services Group Inc.  2,324,200    153,304
  Equitable Holdings Inc.  4,003,740    137,048
  Citizens Financial Group Inc.  2,678,151    123,945
1 Mitsubishi UFJ Financial Group Inc. ADR 19,937,000    107,062
5

Windsor II Fund
    Shares Market
Value

($000)
  CIT Group Inc.  1,947,710    103,793
  Discover Financial Services    627,378     71,521
  Synchrony Financial  1,589,451     69,523
  State Street Corp.    665,188     55,843
  Natwest Group plc 18,703,800     50,759
  China Construction Bank Corp. Class H 51,864,000     40,938
  Sumitomo Mitsui Financial Group Inc.    963,900     33,861
* Banco de Sabadell SA 36,345,074     23,011
      10,807,702
Health Care (16.5%)
  Medtronic plc 10,458,073  1,369,171
  Johnson & Johnson  6,783,277  1,103,843
  UnitedHealth Group Inc.  2,037,915    812,720
  Danaher Corp.  3,128,904    794,554
  Anthem Inc.  2,003,738    760,198
  HCA Healthcare Inc.  2,229,500    448,263
  Cigna Corp.  1,502,773    374,206
  Humana Inc.    782,618    348,453
  Thermo Fisher Scientific Inc.    642,553    302,148
* Boston Scientific Corp.  6,679,168    291,212
  Amgen Inc.  1,116,000    267,438
  Pfizer Inc.  6,548,831    253,112
  Alcon Inc.  3,105,000    234,210
  Zoetis Inc.  1,346,898    233,054
* IQVIA Holdings Inc.    957,951    224,822
* Elanco Animal Health Inc.  6,499,000    206,083
  Roche Holding AG    566,900    184,898
  Novartis AG ADR  1,947,000    165,962
1 GlaxoSmithKline plc ADR  4,176,194    155,939
* Laboratory Corp. of America Holdings    502,377    133,567
* Centene Corp.  2,061,188    127,258
  Sanofi ADR  2,209,191    115,695
* Maravai LifeSciences Holdings Inc. Class A  2,540,642     98,856
  Zimmer Biomet Holdings Inc.    440,508     78,040
  Bristol-Myers Squibb Co.  1,123,900     70,154
  CVS Health Corp.    826,000     63,106
  AbbVie Inc.    544,967     60,764
* Biogen Inc.    150,011     40,102
  Merck & Co. Inc.    442,329     32,954
       9,350,782
Industrials (7.9%)
  Honeywell International Inc.  2,924,748    652,336
  General Electric Co. 39,922,984    523,789
  FedEx Corp.  1,484,977    431,104
  Norfolk Southern Corp.  1,379,985    385,347
  Parker-Hannifin Corp.    979,000    307,220
  Waste Management Inc.  2,135,940    294,696
  Johnson Controls International plc  4,410,000    274,919
  Xylem Inc.  2,400,000    265,560
  Allegion plc  1,836,000    246,722
  CNH Industrial NV 15,693,799    232,896
  General Dynamics Corp.  1,018,000    193,654
  Cummins Inc.    714,472    180,075
  Caterpillar Inc.    738,613    168,485
  Raytheon Technologies Corp.  1,531,400    127,474
6

Windsor II Fund
    Shares Market
Value

($000)
  Stanley Black & Decker Inc.    334,890     69,245
  PACCAR Inc.    700,920     62,999
* Fluor Corp.  1,993,085     45,801
       4,462,322
Information Technology (20.2%)
  Microsoft Corp. 10,878,462  2,743,330
  Apple Inc.  7,682,889  1,009,993
  Taiwan Semiconductor Manufacturing Co. Ltd. ADR  6,298,485    735,285
  Visa Inc. Class A  2,662,135    621,768
  Samsung Electronics Co. Ltd.  8,514,100    620,554
* Adobe Inc.  1,037,199    527,250
* Micron Technology Inc.  5,621,323    483,827
  Texas Instruments Inc.  2,282,946    412,095
* ANSYS Inc.  1,042,000    381,018
  Cisco Systems Inc.  7,304,867    371,891
  Analog Devices Inc.  2,309,512    353,725
  Microchip Technology Inc.  2,092,000    314,407
  QUALCOMM Inc.  2,191,000    304,111
* PayPal Holdings Inc.  1,068,000    280,126
  Oracle Corp.  3,134,325    237,550
  Amphenol Corp. Class A  3,350,112    225,596
  Accenture plc Class A    769,234    223,055
* salesforce.com Inc.    863,772    198,944
  Corning Inc.  4,483,651    198,222
* F5 Networks Inc.  1,057,700    197,536
  Fidelity National Information Services Inc.  1,165,634    178,225
  TE Connectivity Ltd.  1,179,766    158,643
  Hewlett Packard Enterprise Co.  9,685,341    155,159
  Telefonaktiebolaget LM Ericsson ADR 10,016,480    138,127
  Applied Materials Inc.    884,482    117,380
  CDW Corp.    651,886    116,251
* Palo Alto Networks Inc.    276,009     97,539
      11,401,607
Materials (2.0%)
  Corteva Inc.  6,961,000    339,418
  Martin Marietta Materials Inc.    807,000    284,968
  RPM International Inc.  2,570,000    243,739
  Avery Dennison Corp.    700,226    149,967
  International Paper Co.  1,810,629    105,017
       1,123,109
Other (0.7%)
  SPDR S&P 500 ETF Trust    970,172    404,853
Real Estate (1.6%)
  Prologis Inc.  3,145,211    366,511
  Crown Castle International Corp.  1,627,000    307,601
  Sun Communities Inc.    720,000    120,117
  Equity LifeStyle Properties Inc.  1,600,000    111,040
         905,269
Utilities (0.6%)
  PPL Corp.  9,306,403    271,096
  Southern Co.    994,110     65,780
         336,876
Total Common Stocks (Cost $33,055,792) 54,114,180
7

Windsor II Fund
    Shares Market
Value

($000)
Temporary Cash Investments (4.3%)
Money Market Fund (4.3%)
2,3 Vanguard Market Liquidity Fund, 0.068% (Cost $2,408,610) 24,087,925           2,408,793
Total Investments (100.0%) (Cost $35,464,402) 56,522,973
Other Assets and Liabilities—Net (0.0%) (2,260)
Net Assets (100%) 56,520,713
Cost is in $000.
See Note A in Notes to Financial Statements.
* Non-income-producing security.
1 Includes partial security positions on loan to broker-dealers. The total value of securities on loan is $56,851,000.
2 Affiliated money market fund available only to Vanguard funds and certain trusts and accounts managed by Vanguard. Rate shown is the 7-day yield.
3 Collateral of $60,241,000 was received for securities on loan.
  ADR—American Depositary Receipt.
  

Derivative Financial Instruments Outstanding as of Period End

Futures Contracts
      ($000)
  Expiration Number of
Long (Short)
Contracts
Notional
Amount
Value and
Unrealized
Appreciation
(Depreciation)
Long Futures Contracts        
E-mini S&P 500 Index June 2021 5,283 1,102,668 54,617
  
See accompanying Notes, which are an integral part of the Financial Statements.
8

Windsor II Fund
Statement of Assets and Liabilities
As of April 30, 2021
($000s, except shares and per-share amounts) Amount
Assets  
Investments in Securities, at Value  
Unaffiliated Issuers (Cost $33,055,792) 54,114,180
Affiliated Issuers (Cost $2,408,610) 2,408,793
Total Investments in Securities 56,522,973
Investment in Vanguard 1,974
Cash Collateral Pledged—Futures Contracts 58,117
Receivables for Investment Securities Sold 14,040
Receivables for Accrued Income 44,837
Receivables for Capital Shares Issued 27,125
Total Assets 56,669,066
Liabilities  
Due to Custodian 7,559
Payables for Investment Securities Purchased 38,995
Collateral for Securities on Loan 60,241
Payables to Investment Advisor 16,409
Payables for Capital Shares Redeemed 14,975
Payables to Vanguard 2,517
Variation Margin Payable—Futures Contracts 7,657
Total Liabilities 148,353
Net Assets 56,520,713
At April 30, 2021, net assets consisted of:  
   
Paid-in Capital 33,419,814
Total Distributable Earnings (Loss) 23,100,899
Net Assets 56,520,713
 
Investor Shares—Net Assets  
Applicable to 316,175,760 outstanding $.001 par value shares of
beneficial interest (unlimited authorization)
14,257,558
Net Asset Value Per Share—Investor Shares $45.09
 
Admiral Shares—Net Assets  
Applicable to 528,157,407 outstanding $.001 par value shares of
beneficial interest (unlimited authorization)
42,263,155
Net Asset Value Per Share—Admiral Shares $80.02
  
See accompanying Notes, which are an integral part of the Financial Statements.
9

Windsor II Fund
Statement of Operations
  Six Months Ended
April 30, 2021
  ($000)
Investment Income  
Income  
Dividends1 394,538
Interest2 817
Securities Lending—Net 487
Total Income 395,842
Expenses  
Investment Advisory Fees—Note B  
Basic Fee 31,638
Performance Adjustment (315)
The Vanguard Group—Note C  
Management and Administrative—Investor Shares 13,673
Management and Administrative—Admiral Shares 25,533
Marketing and Distribution—Investor Shares 369
Marketing and Distribution—Admiral Shares 485
Custodian Fees 115
Shareholders’ Reports—Investor Shares 161
Shareholders’ Reports—Admiral Shares 98
Trustees’ Fees and Expenses 10
Total Expenses 71,767
Net Investment Income 324,075
Realized Net Gain (Loss)  
Investment Securities Sold2 1,752,208
Futures Contracts 91,536
Foreign Currencies (425)
Realized Net Gain (Loss) 1,843,319
Change in Unrealized Appreciation (Depreciation)  
Investment Securities—Unaffiliated Issuers2 13,583,510
Futures Contracts 77,313
Foreign Currencies 9
Change in Unrealized Appreciation (Depreciation) 13,660,832
Net Increase (Decrease) in Net Assets Resulting from Operations 15,828,226
1 Dividends are net of foreign withholding taxes of $9,078,000.
2 Interest income, realized net gain (loss), and change in unrealized appreciation (depreciation) from an affiliated company of the fund were $817,000, $107,000, and ($106,000), respectively. Purchases and sales are for temporary cash investment purposes.
  
See accompanying Notes, which are an integral part of the Financial Statements.
10

Windsor II Fund
Statement of Changes in Net Assets
  Six Months Ended
April 30,
2021
  Year Ended
October 31,
2020
  ($000)   ($000)
Increase (Decrease) in Net Assets      
Operations      
Net Investment Income 324,075   722,332
Realized Net Gain (Loss) 1,843,319   3,203,815
Change in Unrealized Appreciation (Depreciation) 13,660,832   (2,732,840)
Net Increase (Decrease) in Net Assets Resulting from Operations 15,828,226   1,193,307
Distributions      
Investor Shares (797,174)   (1,132,159)
Admiral Shares (2,302,954)   (3,219,357)
Total Distributions (3,100,128)   (4,351,516)
Capital Share Transactions      
Investor Shares (25,189)   (360,690)
Admiral Shares 1,829,465   (633,591)
Net Increase (Decrease) from Capital Share Transactions 1,804,276   (994,281)
Total Increase (Decrease) 14,532,374   (4,152,490)
Net Assets      
Beginning of Period 41,988,339   46,140,829
End of Period 56,520,713   41,988,339
  
See accompanying Notes, which are an integral part of the Financial Statements.
11

Windsor II Fund
Financial Highlights
Investor Shares            
For a Share Outstanding
Throughout Each Period 
Six Months
Ended
April 30,
2021
Year Ended October 31,
2020 2019 2018 2017 2016
Net Asset Value, Beginning of Period $34.85 $37.22 $37.39 $38.81 $35.03 $36.73
Investment Operations            
Net Investment Income1 .249 .551 .775 .783 .750 .847
Net Realized and Unrealized Gain (Loss) on Investments 12.579 .607 2.628 .950 5.847 .096
Total from Investment Operations 12.828 1.158 3.403 1.733 6.597 .943
Distributions            
Dividends from Net Investment Income (.261) (.635) (.844) (.740) (.851) (.781)
Distributions from Realized Capital Gains (2.327) (2.893) (2.729) (2.413) (1.966) (1.862)
Total Distributions (2.588) (3.528) (3.573) (3.153) (2.817) (2.643)
Net Asset Value, End of Period $45.09 $34.85 $37.22 $37.39 $38.81 $35.03
Total Return2 38.18% 2.93% 10.82% 4.44% 19.60% 2.86%
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $14,258 $10,997 $12,119 $12,061 $13,638 $13,773
Ratio of Total Expenses to Average Net Assets3 0.34% 0.34% 0.33% 0.33% 0.34% 0.33%
Ratio of Net Investment Income to Average Net Assets 1.24% 1.61% 2.20% 2.04% 2.01% 2.46%
Portfolio Turnover Rate 11% 61% 32% 29% 32% 33%
The expense ratio and net investment income ratio for the current period have been annualized.
1 Calculated based on average shares outstanding.
2 Total returns do not include account service fees that may have applied in the periods shown. Fund prospectuses provide information about any applicable account service fees.
3 Includes performance-based investment advisory fee increases (decreases) of 0.00%, (0.01%), (0.03%), (0.03%), (0.02%), and (0.03%).
  
See accompanying Notes, which are an integral part of the Financial Statements.
12

Windsor II Fund
Financial Highlights
Admiral Shares            
For a Share Outstanding
Throughout Each Period 
Six Months
Ended
April 30,
2021
Year Ended October 31,
2020 2019 2018 2017 2016
Net Asset Value, Beginning of Period $61.84 $66.06 $66.35 $68.88 $62.18 $65.20
Investment Operations            
Net Investment Income1 .471 1.027 1.426 1.443 1.377 1.552
Net Realized and Unrealized Gain (Loss) on Investments 22.326 1.065 4.675 1.682 10.376 .168
Total from Investment Operations 22.797 2.092 6.101 3.125 11.753 1.720
Distributions            
Dividends from Net Investment Income (.488) (1.178) (1.547) (1.371) (1.565) (1.437)
Distributions from Realized Capital Gains (4.129) (5.134) (4.844) (4.284) (3.488) (3.303)
Total Distributions (4.617) (6.312) (6.391) (5.655) (5.053) (4.740)
Net Asset Value, End of Period $80.02 $61.84 $66.06 $66.35 $68.88 $62.18
Total Return2 38.25% 3.00% 10.93% 4.52% 19.68% 2.94%
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $42,263 $30,992 $34,022 $34,126 $35,514 $30,991
Ratio of Total Expenses to Average Net Assets3 0.26% 0.26% 0.25% 0.25% 0.26% 0.25%
Ratio of Net Investment Income to Average Net Assets 1.31% 1.69% 2.28% 2.12% 2.09% 2.54%
Portfolio Turnover Rate 11% 61% 32% 29% 32% 33%
The expense ratio and net investment income ratio for the current period have been annualized.
1 Calculated based on average shares outstanding.
2 Total returns do not include account service fees that may have applied in the periods shown. Fund prospectuses provide information about any applicable account service fees.
3 Includes performance-based investment advisory fee increases (decreases) of 0.00%, (0.01%), (0.03%), (0.03%), (0.02%), and (0.03%).
  
See accompanying Notes, which are an integral part of the Financial Statements.
13

Windsor II Fund
Notes to Financial Statements
Vanguard Windsor II Fund is registered under the Investment Company Act of 1940 as an open-end investment company, or mutual fund. The fund offers two classes of shares: Investor Shares and Admiral Shares. Each of the share classes has different eligibility and minimum purchase requirements, and is designed for different types of investors.
Market disruptions associated with the COVID-19 pandemic have had a global impact, and uncertainty exists as to the long-term implications. Such disruptions can adversely affect assets of the fund and thus fund performance.
A. The following significant accounting policies conform to generally accepted accounting principles for U.S. investment companies. The fund consistently follows such policies in preparing its financial statements.
1. 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 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.
2. 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).
3. 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. Counterparty risk involving futures is mitigated because a regulated clearinghouse is the counterparty instead of the clearing broker. To further mitigate counterparty risk, the fund trades futures contracts on an exchange, monitors the financial strength of its clearing brokers and
14

Windsor II Fund
clearinghouse, and has entered into clearing agreements with its clearing brokers. The clearinghouse imposes initial margin requirements to secure the fund’s performance and requires daily settlement of variation margin representing changes in the market value of each contract. Any securities pledged as initial margin for open contracts are noted in the Schedule of Investments.
Futures contracts are valued at their quoted daily settlement prices. The notional amounts of the contracts are not recorded in the Statement of Assets and Liabilities. Fluctuations in the value of the contracts are recorded in the Statement of Assets and Liabilities as an asset (liability) and in the Statement of Operations as unrealized appreciation (depreciation) until the contracts are closed, when they are recorded as realized gains (losses) on futures contracts.
During the six months ended April 30, 2021, the fund’s average investments in long and short futures contracts represented 1% and 0% of net assets, respectively, based on the average of the notional amounts at each quarter-end during the period.
4. Federal Income Taxes: The fund intends to continue to qualify as a regulated investment company and distribute all of its taxable income. The fund’s tax returns are open to examination by the relevant tax authorities until expiration of the applicable statute of limitations, which is generally three years after the filing of the tax return. Management has analyzed the fund’s tax positions taken for all open federal and state income tax years, and has concluded that no provision for income tax is required in the fund’s financial statements.
5. Distributions: Distributions to shareholders are recorded on the ex-dividend date. Distributions are determined on a tax basis at the fiscal year-end and may differ from net investment income and realized capital gains for financial reporting purposes.
6. Securities Lending: To earn additional income, the fund lends its securities to qualified institutional borrowers. Security loans are subject to termination by the fund at any time, and are required to be secured at all times by collateral in an amount at least equal to the market value of securities loaned. Daily market fluctuations could cause the value of loaned securities to be more or less than the value of the collateral received. When this occurs, the collateral is adjusted and settled before the opening of the market on the next business day. The fund further mitigates its counterparty risk by entering into securities lending transactions only with a diverse group of prequalified counterparties, monitoring their financial strength, and entering into master securities lending agreements with its counterparties. The master securities lending agreements provide that, in the event of a counterparty’s default (including bankruptcy), the fund may terminate any loans with that borrower, determine the net amount owed, and sell or retain the collateral up to the net amount owed to the fund; however, such actions may be subject to legal proceedings. While collateral mitigates counterparty risk, in the event of a default, the fund may experience delays and costs in recovering the securities loaned. The fund invests cash collateral received in Vanguard Market Liquidity Fund, and records a liability in the Statement of Assets and Liabilities for the return of the collateral, during the period the securities are on loan. Collateral investments in Vanguard Market Liquidity Fund are subject to market appreciation or depreciation. Securities lending income represents fees charged to borrowers plus income earned on invested cash collateral, less expenses associated with the loan. During the term of the loan, the fund is entitled to all distributions made on or in respect of the loaned securities.
7. Credit Facilities and Interfund Lending Program: The fund and certain other funds managed by The Vanguard Group ("Vanguard") participate in a $4.3 billion committed credit facility provided by a syndicate of lenders pursuant to a credit agreement and an uncommitted credit facility provided by
15

Windsor II Fund
Vanguard. Both facilities may be renewed annually. Each fund is individually liable for its borrowings, if any, under the credit facilities. Borrowings may be utilized for temporary or emergency purposes, subject to the fund’s regulatory and contractual borrowing restrictions. With respect to the committed credit facility, the participating funds are charged administrative fees and an annual commitment fee of 0.10% of the undrawn committed amount of the facility; these fees are allocated to the funds based on a method approved by the fund’s board of trustees and included in Management and Administrative expenses on the fund’s Statement of Operations. Any borrowings under either facility bear interest at a rate based upon the higher of the one-month London Interbank Offered Rate (or an acceptable alternate rate, if necessary), federal funds effective rate, or overnight bank funding rate plus an agreed-upon spread, except that borrowings under the uncommitted credit facility may bear interest based upon an alternate rate agreed to by the fund and Vanguard.
In accordance with an exemptive order (the “Order”) from the SEC, the fund may participate in a joint lending and borrowing program that allows registered open-end Vanguard funds to borrow money from and lend money to each other for temporary or emergency purposes (the “Interfund Lending Program”), subject to compliance with the terms and conditions of the Order, and to the extent permitted by the fund’s investment objective and investment policies. Interfund loans and borrowings normally extend overnight, but can have a maximum duration of seven days. Loans may be called on one business day’s notice. The interest rate to be charged is governed by the conditions of the Order and internal procedures adopted by the board of trustees. The board of trustees is responsible for overseeing the Interfund Lending Program.
For the six months ended April 30, 2021, the fund did not utilize the credit facilities or the Interfund Lending Program.
8. Other: Dividend income is recorded on the ex-dividend date. Non-cash dividends included in income, if any, are recorded at the fair value of the securities received. Interest income includes income distributions received from Vanguard Market Liquidity Fund and is accrued daily. Premiums and discounts on debt securities are amortized and accreted, respectively, to interest income over the lives of the respective securities, except for premiums on certain callable debt securities that are amortized to the earliest call date. Security transactions are accounted for on the date securities are bought or sold. Costs used to determine realized gains (losses) on the sale of investment securities are those of the specific securities sold.
Taxes on foreign dividends and capital gains have been provided for in accordance with the fund’s understanding of the applicable countries’ tax rules and rates. Deferred foreign capital gains tax, if any, is accrued daily based upon net unrealized gains. The fund has filed tax reclaims for previously withheld taxes on dividends earned in certain European Union countries. These filings are subject to various administrative and judicial proceedings within these countries. Such tax reclaims received during the year, if any, are included in dividend income. No other amounts for additional tax reclaims are reflected in the financial statements due to the uncertainty as to the ultimate resolution of proceedings, the likelihood of receipt of these reclaims, and the potential timing of payment.
Each class of shares has equal rights as to assets and earnings, except that each class separately bears certain class-specific expenses related to maintenance of shareholder accounts (included in Management and Administrative expenses) and shareholder reporting. Marketing and distribution expenses are allocated to each class of shares based on a method approved by the board of
16

Windsor II Fund
trustees. Income, other non-class-specific expenses, and gains and losses on investments are allocated to each class of shares based on its relative net assets.
B. The investment advisory firms Lazard Asset Management LLC, Hotchkis and Wiley Capital Management, LLC, Sanders Capital, LLC, and Aristotle Capital Management, LLC, each provide investment advisory services to a portion of the fund for a fee calculated at an annual percentage rate of average net assets managed by the advisor. The basic fee of Lazard Asset Management LLC is subject to quarterly adjustments based on performance relative to the S&P 500 Index for the preceding three years. The basic fee of Hotchkis and Wiley Capital Management, LLC, is subject to quarterly adjustments based on performance relative to the MSCI US Investable Market 2500 Index for the preceding five years. The basic fee of Sanders Capital, LLC, is subject to quarterly adjustments based on performance relative to the Russell 3000 Index for the preceding five years. The basic fee of Aristotle Capital Management, LLC, is subject to quarterly adjustments based on performance relative to the S&P 500 Index since January 31, 2020.
Vanguard manages the cash reserves of the fund as described below.
For the six months ended April 30, 2021, the aggregate investment advisory fee paid to all advisors represented an effective annual basic rate of 0.13% of the fund’s average net assets, before a decrease of of $315,000 (less than 0.01%) based on performance.
C. In accordance with the terms of a Funds' Service Agreement (the “FSA”) between Vanguard and the fund, Vanguard furnishes to the fund corporate management, administrative, marketing, distribution and cash management services at Vanguard’s cost of operations (as defined by the FSA). These costs of operations are allocated to the fund based on methods and guidelines approved by the board of trustees and are generally settled twice a month.
Upon the request of Vanguard, the fund may invest up to 0.40% of its net assets as capital in Vanguard. At April 30, 2021, the fund had contributed to Vanguard capital in the amount of $1,974,000, representing less than 0.01% of the fund’s net assets and 0.79% of Vanguard’s capital received pursuant to the FSA. The fund’s trustees and officers are also directors and employees, respectively, of Vanguard.
D. Various inputs may be used to determine the value of the fund’s investments and derivatives. 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). Any investments and derivatives valued with significant unobservable inputs are noted on the Schedule of Investments.
17

Windsor II Fund
The following table summarizes the market value of the fund’s investments and derivatives as of April 30, 2021, based on the inputs used to value them:
  Level 1
($000)
Level 2
($000)
Level 3
($000)
Total
($000)
Investments        
Assets        
Common Stocks 52,490,335 1,623,845 54,114,180
Temporary Cash Investments 2,408,793 2,408,793
Total 54,899,128 1,623,845 56,522,973
Derivative Financial Instruments        
Assets        
Futures Contracts1 54,617 54,617
1 Includes cumulative appreciation (depreciation) on futures contracts and centrally cleared swaps, if any, as reported in the Schedule of Investments. Only current day’s variation margin is reported within the Statement of Assets and Liabilities.
E. As of April 30, 2021, gross unrealized appreciation and depreciation for investments and derivatives based on cost for U.S. federal income tax purposes were as follows:
  Amount
($000)
Tax Cost 35,491,084
Gross Unrealized Appreciation 21,789,732
Gross Unrealized Depreciation (703,226)
Net Unrealized Appreciation (Depreciation) 21,086,506
F. During the six months ended April 30, 2021, the fund purchased $5,484,934,000 of investment securities and sold $7,496,896,000 of investment securities, other than temporary cash investments.
G. Capital share transactions for each class of shares were:
    
  Six Months Ended
April 30, 2021
  Year Ended
October 31, 2020
  Amount
($000)
Shares
(000)
  Amount
($000)
Shares
(000)
Investor Shares          
Issued 417,331 10,038   1,105,745 35,975
Issued in Lieu of Cash Distributions 778,784 20,467   1,106,299 30,946
Redeemed (1,221,304) (29,883)   (2,572,734) (76,946)
Net Increase (Decrease)—Investor Shares (25,189) 622   (360,690) (10,025)
18

Windsor II Fund
  Six Months Ended
April 30, 2021
  Year Ended
October 31, 2020
  Amount
($000)
Shares
(000)
  Amount
($000)
Shares
(000)
Admiral Shares          
Issued 2,031,653 27,716   2,289,454 38,346
Issued in Lieu of Cash Distributions 2,162,058 32,031   3,023,063 47,668
Redeemed (2,364,246) (32,755)   (5,946,108) (99,892)
Net Increase (Decrease)—Admiral Shares 1,829,465 26,992   (633,591) (13,878)
H. Management has determined that no events or transactions occurred subsequent to April 30, 2021, that would require recognition or disclosure in these financial statements.
19

Trustees Approve Advisory Arrangements
The board of trustees of Vanguard Windsor II Fund has renewed the fund’s investment advisory arrangements with Lazard Asset Management LLC (Lazard); Hotchkis and Wiley Capital Management, LLC (Hotchkis and Wiley); Aristotle Capital Management, LLC (Aristotle), and Sanders Capital, LLC (Sanders Capital). The board determined that renewing the fund’s advisory arrangements was in the best interests of the fund and its shareholders.
The board based its decisions upon an evaluation of each advisor’s investment staff, portfolio management process, and performance. This evaluation included information provided to the board by Vanguard’s Portfolio Review Department, which is responsible for fund and advisor oversight and product management. The Portfolio Review Department met regularly with the advisors and made monthly presentations to the board during the fiscal year that directed the board’s focus to relevant information and topics.
The board, or an investment committee made up of board members, also received information throughout the year during advisor presentations. For each advisor presentation, the board was provided with letters and reports that included information about, among other things, the advisory firm and the advisor’s assessment of the investment environment, portfolio performance, and portfolio characteristics.
In addition, the board received monthly reports, which included a Market and Economic Report, a Fund Dashboard Monthly Summary, and a Fund Performance Report.
Prior to their meeting, the trustees were provided with a memo and materials that summarized the information they received over the course of the year. They also considered the factors discussed below, among others. However, no single factor determined whether the board approved the arrangements. Rather, it was the totality of the circumstances that drove the board’s decisions.
Nature, extent, and quality of services
The board reviewed the quality of the investment management services provided by Lazard, Hotchkis and Wiley, Aristotle, and Sanders Capital over both the short and long term, and took into account the organizational depth and stability of each advisor. The board considered the following:
Lazard. Lazard, a subsidiary of the investment bank Lazard Ltd., provides investment management services for clients around the world in a variety of investment mandates, including international equities, domestic equities, and fixed income securities. The investment team employs a relative value, bottom-up stock-selection process to identify stocks with sustainable financial productivity and attractive valuations. Using scenario analysis, the team seeks to understand the durability and future direction of financial productivity and valuation. Lazard has managed a portion of the fund since 2007.
Hotchkis and Wiley. Founded in 1980, Hotchkis and Wiley is a value-oriented firm that manages various large-, mid-, and small-capitalization portfolios. Hotchkis and Wiley invests in companies where it believes that the present value of future cash flows exceeds the market price. The advisor believes that the market frequently undervalues companies due to the extrapolation of current trends, while capital flows usually cause a company’s returns and profitability to normalize over the
20

long term. Hotchkis and Wiley seeks to identify these companies with a disciplined, bottom-up research process. The portfolio managers leverage the support of a broad analyst team, which is organized into sector teams in an effort to better understand the impact that industry dynamics and macro-economic risk factors might have on individual companies. Hotchkis and Wiley has managed a portion of the fund since 2003.
Aristotle. Founded in 2010, Aristotle manages domestic, international, and global value strategies for institutional and individual clients. The team has employed the same research-driven, bottom-up, quality-value approach for more than 20 years, seeking to invest in high-quality companies available at attractive valuations. Aristotle has managed a portion of the fund since 2019.
Sanders Capital. Founded in 2009, Sanders Capital employs a traditional, bottom-up, fundamental research approach to identify securities that are undervalued relative to their expected total return. The portfolio managers are supported by a well-credentialed and experienced sector analyst team, in addition to a quantitative research analyst. Sanders Capital has managed a portion of the fund since 2010.
The board concluded that each advisor’s experience, stability, depth, and performance, among other factors, warranted continuation of the advisory arrangements.
Investment performance
The board considered the short-term, long-term, and since-inception performance, as applicable, of the subportfolios of Lazard, Hotchkis and Wiley, Aristotle, and Sanders Capital, including any periods of outperformance or underperformance compared with a relevant benchmark index and peer group. The board concluded that the performance was such that the advisory arrangements should continue.
Cost
The board concluded that the fund’s expense ratio was well below the average expense ratio charged by funds in its peer group and that the advisory fee rates of Lazard, Hotchkis and Wiley, Aristotle, and Sanders Capital were also well below the peer-group average.
The board did not consider the profitability of Lazard, Hotchkis and Wiley, Aristotle, or Sanders Capital in determining whether to approve the advisory fees, because the firms are independent of Vanguard and the advisory fees are the result of arm’s-length negotiations.
The benefit of economies of scale
The board concluded that the fund’s shareholders benefit from economies of scale because of breakpoints in the advisory fee schedules for Lazard, Hotchkis and Wiley, Aristotle, and Sanders Capital. The breakpoints reduce the effective rate of the fees as the fund’s assets managed by each advisor increase.
The board will consider whether to renew the advisory arrangements again after a one-year period.
21

Liquidity Risk Management
Vanguard funds (except for the money market funds) have adopted and implemented a written liquidity risk management program (the “Program”) as required by Rule 22e-4 under the Investment Company Act of 1940. Rule 22e-4 requires that each fund adopt a program that is reasonably designed to assess and manage the fund’s liquidity risk, which is the risk that the fund could not meet redemption requests without significant dilution of remaining investors’ interests in the fund.
Assessment and management of a fund’s liquidity risk under the Program take into consideration certain factors, such as the fund’s investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed conditions, its short- and long-term cash-flow projections during both normal and reasonably foreseeable stressed conditions, and its cash and cash-equivalent holdings and access to other funding sources. As required by the rule, the Program includes policies and procedures for classification of fund portfolio holdings in four liquidity categories, maintaining certain levels of highly liquid investments, and limiting holdings of illiquid investments.
The board of trustees of Vanguard Windsor Funds approved the appointment of liquidity risk management program administrators responsible for administering Vanguard Windsor II Fund’s Program and for carrying out the specific responsibilities set forth in the Program, including reporting to the board on at least an annual basis regarding the Program’s operation, its adequacy, and the effectiveness of its implementation for the past year (the “Program Administrator Report”). The board has reviewed the Program Administrator Report covering the period from January 1, 2020, through December 31, 2020 (the “Review Period”). The Program Administrator Report stated that during the Review Period the Program operated and was implemented effectively to manage the fund’s liquidity risk.
22

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Q732 062021

 

 

  

Item 2: Code of Ethics.

 

Not applicable.

 

Item 3: Audit Committee Financial Expert.

 

Not applicable.

 

Item 4: Principal Accountant Fees and Services.

 

Not applicable.

 

Item 5: Audit Committee of Listed Registrants.

 

Not applicable.

 

 

 

 

Item 6: Investments.

 

Not applicable. The complete schedule of investments is included as part of the report to shareholders filed under Item 1 of this Form.

 

Item 7: Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

Not applicable.

 

Item 8: Portfolio Managers of Closed-End Management Investment Companies.

 

Not applicable.

 

Item 9: Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

 

Not applicable.

 

Item 10: Submission of Matters to a Vote of Security Holders.

 

Not applicable.

 

Item 11: 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. There were no significant changes in the Registrant’s Internal Control Over Financial Reporting or in other factors that could significantly affect this control subsequent to the date of the evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

Item 12: Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

 

Not applicable.

 

Item 13: Exhibits.

 

(a)(1)Not applicable.
(a)(2)Certifications filed herewith.
(b)Certifications field herewith.

 

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  VANGUARD WINDSOR FUNDS  
     
BY: /s/ MORTIMER J. BUCKLEY*  
  MORTIMER J. BUCKLEY  
  CHIEF EXECUTIVE OFFICER  

  

Date: June 18, 2021

 

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/ MORTIMER J. BUCKLEY*  
  MORTIMER J. BUCKLEY  
  CHIEF EXECUTIVE OFFICER  

  

Date: June 18, 2021

 

  VANGUARD WINDSOR FUNDS  
     
BY: /s/ JOHN BENDL*  
  JOHN BENDL  
  CHIEF FINANCIAL OFFICER  

 

Date: June 18, 2021

 

* By: /s/ Anne E. Robinson

Anne E. Robinson, pursuant to a Power of Attorney  filed on December 18, 2020 (see File Number 33-64845), Incorporated by Reference

  

 

EX-99.CERT 2 tm2117949d1_ex99-cert.htm EXHIBIT 99.CERT

 

Exhibit 99.CERT

 

CERTIFICATIONS

 

I, Mortimer J. Buckley, certify that:

 

1. I have reviewed this report on Form N-CSR 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 financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

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 period covered by this report 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: June 18, 2021

 

  /s/ Mortimer J. Buckley
  Mortimer J. Buckley
Chief Executive Officer

  

 

 

  

CERTIFICATIONS

 

I, John Bendl, certify that:

 

1. I have reviewed this report on Form N-CSR 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 financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

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 period covered by this report 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: June 18, 2021

 

  /s/ John Bendl
  John Bendl
  Chief Financial Officer

 

 

EX-99.906CERT 3 tm2117949d1_ex99-906cert.htm EXHIBIT 99.906CERT

 

Exhibit 99.906CERT

 

Certification Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

 

Name of Issuer: Vanguard Windsor Funds

 

In connection with the Report on Form N-CSR of the above-named issuer that is accompanied by this certification, the undersigned hereby certifies, to his knowledge, that:

 

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the issuer.

 

Date:      June 18, 2021 /s/ Mortimer J. Buckley
  Mortimer J. Buckley
  Chief Executive Officer

   

 

 

 

Certification Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

  

Name of Issuer: Vanguard Windsor Funds

 

In connection with the Report on Form N-CSR of the above-named issuer that is accompanied by this certification, the undersigned hereby certifies, to his knowledge, that:

 

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the issuer.

 

Date:       June 18, 2021 /s/ John Bendl
  John Bendl
  Chief Financial Officer

   

 

 

 

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