0001104659-23-129658.txt : 20231227 0001104659-23-129658.hdr.sgml : 20231227 20231227133417 ACCESSION NUMBER: 0001104659-23-129658 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 18 CONFORMED PERIOD OF REPORT: 20231031 FILED AS OF DATE: 20231227 DATE AS OF CHANGE: 20231227 EFFECTIVENESS DATE: 20231227 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VANGUARD WINDSOR FUNDS CENTRAL INDEX KEY: 0000107606 ORGANIZATION NAME: IRS NUMBER: 510082711 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-00834 FILM NUMBER: 231516765 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-CSR 1 tm2331781d1_ncsr.htm N-CSR

 

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, 2022—October 31, 2023

 

 

 

 

Item 1: Reports to Shareholders

 

 

Annual Report   |   October 31, 2023
Vanguard Windsor Fund
See the inside front cover for important information about your fund’s annual and semiannual shareholder reports.

 

Important information about shareholder reports
Beginning in July 2024, amendments adopted by the Securities and Exchange Commission will substantially impact the design, content, and transmission of shareholder reports. Shareholder reports will provide key fund information in a clear and concise format and must be mailed to each shareholder that has not elected to receive the reports electronically. Financial statements will no longer be included in the shareholder report but will be available at vanguard.com, can be mailed upon request, or can be accessed on the SEC’s website at www.sec.gov.
You may elect to receive shareholder reports and other communications from the fund electronically by contacting your financial intermediary (such as a broker-dealer or bank) or, if you invest directly with the fund, by calling Vanguard at one of the phone numbers on the back cover of this report or by logging on to vanguard.com.
Contents
Your Fund’s Performance at a Glance

1
Advisors' Report

2
About Your Fund’s Expenses

6
Performance Summary

8
Financial Statements

10
Please note: The opinions expressed in this report are just that—informed opinions. They should not be considered promises or advice. Also, please keep in mind that the information and opinions cover the period through the date on the front of this report. Of course, the risks of investing in your fund are spelled out in the prospectus.

 

Your Fund’s Performance at a Glance
For the 12 months ended October 31, 2023, Vanguard Windsor Fund returned 2.99% for Investor Shares and 3.08% for Admiral Shares, well ahead of the 0.13% return of its benchmark, the Russell 1000 Value Index.
Early on, inflation began to ease off multidecade highs amid aggressive interest rate hikes by central banks. Unexpected resilience in the labor market and consumer spending helped dial back expectations of a sustained recession, but the prospect of higher rates for longer weighed on market sentiment toward the close of the period.
The broad U.S. stock market, as measured by the Russell 3000 Index, returned 8.38%. Growth stocks outperformed value. By market capitalization, larger stocks fared better than smaller companies on average.
The advisors’ strong selection drove outperformance relative to the benchmark in all but two sectors. Consumer discretionary and health care contributed most to performance. Financials, the fund’s largest sector, and consumer staples detracted.
For the decade ended October 31, 2023, the fund’s average annualized return was 8.81% for Investor Shares and 8.91% for Admiral Shares, outpacing the 7.60% return of the fund's benchmark.
Market Barometer
  Average Annual Total Returns
Periods Ended October 31, 2023
  One Year Three Years Five Years
Stocks      
Russell 1000 Index (Large-caps) 9.48% 9.53% 10.71%
Russell 2000 Index (Small-caps) -8.56 3.95 3.31
Russell 3000 Index (Broad U.S. market) 8.38 9.19 10.23
FTSE All-World ex US Index (International) 12.35 3.51 3.88
Bonds      
Bloomberg U.S. Aggregate Float Adjusted Index
(Broad taxable market)
0.53% -5.51% 0.03%
Bloomberg Municipal Bond Index
(Broad tax-exempt market)
2.64 -2.48 1.00
FTSE Three-Month U.S. Treasury Bill Index 4.94 1.93 1.80
CPI      
Consumer Price Index 3.24% 5.72% 4.00%
1

 

Advisors’ Report
For the 12 months ended October 31, 2023, Vanguard Windsor Fund returned 2.99% for Investor Shares and 3.08% for Admiral Shares, well ahead of the 0.13% return of its benchmark, the Russell 1000 Value Index.
Your fund is managed by two independent advisors, a strategy that enhances its diversification by providing exposure to distinct yet complementary investment approaches. It’s not uncommon for different advisors to have different views about individual securities or the broader investment environment.
The accompanying table lists the advisors, the amount and percentage of fund assets each manages, and brief descriptions of their investment strategies.
The advisors have provided the following assessment of the investment environment during the past 12 months and the notable successes and shortfalls in their portfolios. These comments were prepared on November 15, 2023.
Wellington Management Company llp
Portfolio Manager:
David W. Palmer, CFA,
Senior Managing Director
For the fiscal year ended October 31, Wellington Management’s portion of the portfolio outperformed the Russell 1000 Value Index. The style factor environment during the period was characterized by growth’s outperformance of value.
The period brought no shortage of macroeconomic developments, from Russia’s war in Ukraine to inflation persisting at multidecade highs, as well as the U.S. Federal Reserve committing to tighter monetary policies, fueling fears of a recession. As a result, market volatility has remained extremely high. Amid the turmoil, our team continued to see wide alpha opportunities and executed on our investment process to deliver strong outperformance. Over the fiscal year, the best-performing sectors within the benchmark were communication services, information technology, and industrials, while health care, real estate, and utilities lagged the market.
Stock selection drove the portfolio’s relative outperformance, led by the consumer discretionary, health care, and energy sectors. Seven of the 11 sectors saw positive stock selection.
Within consumer discretionary, the most notable relative contributors were positions in Las Vegas Sands, an American casino and resort company, Lennar, a U.S.-based home construction company, and Airbnb, a U.S.-based company operating an online marketplace for short- and long-term homestays and experiences. Shares of Las Vegas Sands rose as it delivered better-than-expected quarterly results consecutively, a product of the post-pandemic recovery in Singapore and Macao. Shares of Lennar rose on the back of strong quarterly results, benefiting from the increased demand for new homes accompanied by improving supply chain and labor market
 
2

 

conditions. Shares of Airbnb rose driven by early travel bookings in Europe, market-share gains in Latin America, and a continued recovery in the Asia Pacific region. Within health care, our out-of-benchmark position in Seagen, a U.S.-based biotechnology company, rose on news that Pfizer would acquire the company for a total value of $43 billion.
Security selection in the consumer staples sector was weak during the period and partially offset positive returns elsewhere. Shares of Dollar Tree, a U.S.-based discount retailer, declined. Adjusted earnings per share decreased year-over-year and management narrowed the full-year guidance range amid challenging economics for discounters.
Throughout the pandemic, our team has found fortitude, investable insights, and worthwhile challenges to our base assumptions from our many diverse colleagues around the world: from the health care team; from other central research-driven teams across the consumer, technology, energy, and industrial sectors; from our fixed income colleagues, helping to pinpoint sources and depth of financing markets for reopening-dependent contrarian ideas; and from our climate-, sustainability-, and ESG-focused teams, assisting us in the assessment of disadvantaged (or potentially permanently impaired) assets and the emerging risks from evolving environmental and social change.
Wellington’s macroeconomics team has always helped us to triangulate or rebase our assumptions around the business
cycle, and lately that messaging has turned more cautious. Our macro team’s Global Cycle Index (a proprietary research tool incorporating seven independent variables that we use to assess the global economic cycle) continues to move lower—against a backdrop of rising rates, rising inflation, and slowing growth—creating some near-term concerns. With this outlook in view, we have positioned the overall beta of the portfolio near the lower end of its longer-term range, reserving ample dry powder to deploy when we see compelling investment opportunities created by market movements.
Stepping back, we have always believed our best long-term opportunities are with stocks of good companies that have been discarded by other investors for reasons that we feel are temporary. There certainly have been times in the past where the portfolio has been out of sync with marketplace fashion. We are confident that if we remain disciplined in our value approach, we will bring compensatory rewards to our patient shareholders over the long run.
Pzena Investment Management, LLC
Portfolio Managers:
Richard S. Pzena, Founder, Principal, Chairman, 
Co-Chief Investment Officer
John J. Flynn, Principal
Benjamin S. Silver, CFA, Principal
3

 

Markets began a powerful recovery in the fourth quarter of 2022, as investors reacted positively to tentative signs of easing inflationary pressures, an improving energy outlook in Europe, and China’s exit from its zero-COVID regime. This rally continued in the first quarter of 2023 on strong economic data. After the U.S. regional banking turmoil in March, investors began to anticipate a more benign interest rate environment and rushed out of financials and into growth stocks, which also surged amid enthusiasm around artificial intelligence (AI). Equities gave up some ground toward the end of the period due to expectations for higher-for-longer interest rates, while an uncertain economic outlook persisted. Value stocks finished flat and trailed growth stocks for the 12 months ended October 31. Against this backdrop, the portfolio was flat for the period but slightly outperformed the Russell 1000 Value Index.
Industrials was the standout performer at the sector level, while information technology and consumer discretionary also contributed to performance. The top individual contributor, industrial conglomerate General Electric, saw surging demand in its lucrative jet engine aftermarket business amid the rebound in air travel while its power division also improved. Additionally, the spin-off of the company’s health care unit in early 2023 was well received. The company also provided long-term targets ahead of expectations at an analyst day in March. Online travel agency Booking Holdings continues to benefit from the post-COVID
travel recovery and recently posted a strong set of results. Footwear manufacturer Skechers posted a double-digit rise in revenue in the first quarter. Margins improved as the company increased pricing to offset cost inflation. Additionally, inventory declined during the quarter, returning to pre-COVID levels.
Financials, health care, and utilities detracted most from absolute performance. Consumer products company Newell Brands was the largest individual detractor, with shares falling on weaker results, which led to reduced guidance and a dividend cut. More specifically, the company has been suffering from elevated inflation and inventory destocking at its end customers. We anticipate continued cost cutting and brand rationalization to bolster margins as Newell’s end markets come back into balance. Texas utility NRG Energy fell after announcing the acquisition in December of Vivint Smart Home, a home security and smart home products company. Investors reacted negatively, as Vivint's focus is outside of NRG's core business. We exited NRG as the range of outcomes widened because of heightened execution risk. U.S. biopharma company Bristol-Myers Squibb is facing somewhat of a new-drug hiatus, while the prospect of declining sales over the next few years due to the loss of drug exclusivity is also weighing on the shares. We expect the company’s large Celgene acquisition to drive strong cash-flow generation and capital returns going forward. We believe the market is pricing
4

 

in an asymmetrical risk-reward given the pharma giant’s historically solid R&D engine.
During the period, we sold out of enterprise hardware and software company Hewlett Packard Enterprise, biopharma company Amgen, enterprise software company Oracle, and private jet manufacturing and defense contracting company Textron, all on strength. We also exited insurer Axis Capital in favor of more attractive opportunities.
We initiated positions in medical products company Baxter, auto parts supplier
Magna, medical device company Medtronic, cable communications provider Charter Communications, electrical connectors and sensors supplier TE Connectivity, meat processor Tyson, merchant acquirer Global Payments, mass media company Disney, and leading government services provider Leidos.
The portfolio is positioned toward more economically sensitive and cyclical businesses, as we believe valuations remain compelling amid persistent domestic recession fears.
Vanguard Windsor Fund Investment Advisors
 
  Fund Assets Managed  
Investment Advisor % $ Million Investment Strategy
Wellington Management Company llp 69 14,718 Seeks to provide long-term total returns above both the S&P 500 and value-oriented indexes over a complete market cycle through bottom-up, fundamentally driven stock selection focused on undervalued securities.
Pzena Investment Management, LLC 30 6,247 Uses a fundamental, bottom-up, deep-value-oriented investment strategy. Seeks to buy good businesses at low prices, focusing exclusively on companies that are underperforming their historically demonstrated earnings power.
Cash Investments 1 262 These short-term reserves are invested by Vanguard in equity index products to simulate investment in stocks. Each advisor may also maintain a modest cash position.
5

 

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.
6

 

Six Months Ended October 31, 2023      
  Beginning
Account Value
4/30/2023
Ending
Account Value
10/31/2023
Expenses
Paid During
Period
Based on Actual Fund Return      
Windsor Fund      
Investor Shares $1,000.00 $960.60 $2.08
Admiral™ Shares 1,000.00 960.80 1.58
Based on Hypothetical 5% Yearly Return      
Windsor Fund      
Investor Shares $1,000.00 $1,023.09 $2.14
Admiral Shares 1,000.00 1,023.59 1.63
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 0.42% for Investor Shares and 0.32% 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 (184/365).
7

 

Windsor Fund
Performance Summary
All of the returns in this report represent past performance, which is not a guarantee of future results that may be achieved by the fund. (Current performance may be lower or higher than the performance data cited. For performance data current to the most recent month-end, visit our website at vanguard.com/performance.) Note, too, that both investment returns and principal value can fluctuate widely, so an investor’s shares, when sold, could be worth more or less than their original cost. The returns shown do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares.
Cumulative Performance: October 31, 2013, Through October 31, 2023
Initial Investment of $10,000
    Average Annual Total Returns
Periods Ended October 31, 2023
 
    One
Year
Five
Years
Ten
Years
Final Value
of a $10,000
Investment
 Windsor Fund Investor Shares 2.99% 10.06% 8.81% $23,256
 Russell 1000 Value Index 0.13 6.60 7.60 20,799
 Dow Jones U.S. Total Stock Market Float Adjusted Index 8.39 10.10 10.43 26,967
       
    One
Year
Five
Years
Ten
Years
Final Value
of a $50,000
Investment
Windsor Fund Admiral Shares 3.08% 10.16% 8.91% $117,408
Russell 1000 Value Index 0.13 6.60 7.60 103,994
Dow Jones U.S. Total Stock Market Float Adjusted Index 8.39 10.10 10.43 134,835
See Financial Highlights for dividend and capital gains information.
8

 

Windsor Fund
Fund Allocation
As of October 31, 2023
Communication Services 5.4%
Consumer Discretionary 7.7
Consumer Staples 6.4
Energy 7.7
Financials 21.5
Health Care 16.5
Industrials 11.9
Information Technology 8.7
Materials 4.8
Real Estate 3.8
Utilities 5.6
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.
9

 

Windsor Fund
Financial Statements
Schedule of Investments
As of October 31, 2023
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 (97.5%)
Communication Services (5.3%)
* Alphabet Inc. Class A  2,645,309    328,230
* Charter Communications Inc. Class A    677,369    272,844
* T-Mobile US Inc.  1,095,279    157,567
  Electronic Arts Inc.  1,034,148    128,017
* Match Group Inc.  3,687,627    127,592
* Walt Disney Co.  1,085,277     88,548
  Cable One Inc.     27,968     15,379
       1,118,177
Consumer Discretionary (7.5%)
  Lear Corp.  1,381,940    179,320
  Gildan Activewear Inc.  6,139,590    174,426
  Magna International Inc.  3,499,754    168,303
  Wyndham Hotels & Resorts Inc.  2,199,499    159,244
  BYD Co. Ltd. Class H  4,160,000    126,506
  PVH Corp.  1,588,525    118,107
  Lennar Corp. Class A  1,014,967    108,277
  Ross Stores Inc.    846,500     98,168
* Mohawk Industries Inc.  1,060,308     85,227
  Newell Brands Inc. 11,866,202     79,741
* Airbnb Inc. Class A    578,763     68,462
* CarMax Inc.  1,053,654     64,368
* Booking Holdings Inc.     21,808     60,835
  Las Vegas Sands Corp.  1,186,613     56,317
* Skechers USA Inc. Class A    814,984     39,298
       1,586,599
Consumer Staples (6.3%)
  Tyson Foods Inc. Class A  6,542,010    303,222
  Kenvue Inc. 14,650,378    272,497
  Unilever plc (XLON)  4,553,281    215,646
* Dollar Tree Inc.  1,788,384    198,672
  Philip Morris International Inc.  2,050,335    182,808
  Sysco Corp.  2,360,888    156,975
       1,329,820
Energy (7.5%)
  Schlumberger NV  6,070,947    337,909
  Canadian Natural Resources Ltd.  3,827,835    243,182
  Shell plc ADR  2,806,534    182,818
  Halliburton Co.  4,646,577    182,796
  ConocoPhillips  1,484,414    176,349
    Shares Market
Value

($000)
  Diamondback Energy Inc.  1,042,129    167,074
  Enbridge Inc.  4,661,632    149,387
  NOV Inc.  4,383,136     87,488
  Exxon Mobil Corp.    578,725     61,258
       1,588,261
Financials (20.9%)
  MetLife Inc.  6,112,472    366,810
  Chubb Ltd.  1,689,228    362,542
  Equitable Holdings Inc. 13,577,338    360,750
  Voya Financial Inc.  4,718,570    315,059
  Allstate Corp.  2,329,353    298,460
  Raymond James Financial Inc.  2,398,600    228,922
  M&T Bank Corp.  1,823,170    205,562
  American International Group Inc.  3,141,758    192,621
  Charles Schwab Corp.  3,665,846    190,771
  New York Community Bancorp Inc. 20,101,100    190,559
  Capital One Financial Corp.  1,761,259    178,398
  Wells Fargo & Co.  4,481,987    178,249
  Globe Life Inc.  1,529,928    178,022
  JPMorgan Chase & Co.  1,265,602    175,995
  Bank of America Corp.  6,677,685    175,890
  S&P Global Inc.    467,496    163,301
  Citigroup Inc.  4,035,906    159,378
* FleetCor Technologies Inc.    642,726    144,723
  Global Payments Inc.  1,097,881    116,617
  Goldman Sachs Group Inc.    328,699     99,796
  UBS Group AG (Registered)  4,155,129     97,479
  Morgan Stanley    720,717     51,041
  Invesco Ltd.    852,369     11,055
       4,442,000
Health Care (16.1%)
  Pfizer Inc. 13,911,049    425,122
  AstraZeneca plc ADR  3,944,458    249,408
* Centene Corp.  3,521,500    242,913
  Quest Diagnostics Inc.  1,743,845    226,874
  Humana Inc.    424,091    222,092
  UnitedHealth Group Inc.    407,027    217,987
  Novartis AG (Registered)  2,068,196    193,624
  Baxter International Inc.  5,535,528    179,517
10

 

Windsor Fund
    Shares Market
Value

($000)
  Agilent Technologies Inc.  1,490,024    154,024
  Medtronic plc  2,087,089    147,265
1 Fresenius Medical Care AG & Co. KGaA ADR  8,204,589    136,442
* United Therapeutics Corp.    540,969    120,560
  DENTSPLY SIRONA Inc.  3,928,853    119,476
  Bristol-Myers Squibb Co.  2,252,679    116,081
  Teleflex Inc.    517,562     95,620
  Cigna Group    298,096     92,171
  Johnson & Johnson    616,171     91,403
  Encompass Health Corp.  1,395,986     87,333
  Elevance Health Inc.    186,825     84,088
  Cardinal Health Inc.    885,987     80,625
* Avantor Inc.  4,219,494     73,546
  McKesson Corp.     95,396     43,440
* Sandoz Group AG    418,623     10,884
  CVS Health Corp.     22,770      1,571
       3,412,066
Industrials (11.6%)
  Westinghouse Air Brake Technologies Corp.  3,840,974    407,220
  Leidos Holdings Inc.  3,165,350    313,749
  RTX Corp.  2,963,951    241,236
  General Dynamics Corp.    893,822    215,688
  Knight-Swift Transportation Holdings Inc.  3,994,198    195,276
  SS&C Technologies Holdings Inc.  3,635,214    182,670
* AerCap Holdings NV  2,846,469    176,823
  Techtronic Industries Co. Ltd. 16,077,250    146,778
  General Electric Co.  1,242,188    134,939
  Airbus SE    875,693    117,410
  Dover Corp.    886,482    115,198
  Genpact Ltd.  2,880,725     96,620
* Middleby Corp.    670,359     75,663
  Toro Co.    651,082     52,633
       2,471,903
Information Technology (8.5%)
  Micron Technology Inc.  4,006,877    267,940
  QUALCOMM Inc.  2,046,189    223,014
  NXP Semiconductors NV  1,204,176    207,636
  Cognizant Technology Solutions Corp. Class A  3,081,529    198,666
  Seagate Technology Holdings plc  2,699,319    184,228
* Salesforce Inc.    871,272    174,978
  Amdocs Ltd.  1,630,266    130,682
  Microsoft Corp.    385,896    130,475
  TE Connectivity Ltd.  1,059,573    124,871
* Zebra Technologies Corp. Class A    251,897     52,755
  Samsung Electronics Co. Ltd. (XKRX)    912,419     45,416
  Juniper Networks Inc.  1,231,241     33,145
  Cisco Systems Inc.    556,397     29,005
       1,802,811
    Shares Market
Value

($000)
Materials (4.6%)
  Rio Tinto plc ADR  3,405,114    219,085
  Dow Inc.  3,814,708    184,403
  Reliance Steel & Aluminum Co.    631,347    160,602
  PPG Industries Inc.  1,274,398    156,458
  CRH plc (SGMX)  2,775,575    148,956
  FMC Corp.  2,164,526    115,153
         984,657
Real Estate (3.8%)
  American Tower Corp.  1,519,200    270,706
  Equinix Inc.    229,847    167,706
  UDR Inc.  4,407,077    140,189
  AvalonBay Communities Inc.    668,187    110,745
  Extra Space Storage Inc.    789,347     81,769
* CBRE Group Inc. Class A    384,588     26,667
         797,782
Utilities (5.4%)
  Edison International  6,297,054    397,092
  Exelon Corp.  6,675,961    259,962
  Duke Energy Corp.  2,301,719    204,600
  Iberdrola SA (XMAD) 17,234,752    191,685
  AES Corp.  6,737,731    100,392
       1,153,731
Total Common Stocks
(Cost $19,124,786)
20,687,807
Temporary Cash Investments (2.5%)
Money Market Fund (1.9%)
2,3 Vanguard Market Liquidity Fund, 5.420%   4,077,826    407,742
    Face
Amount
($000)
 
Repurchase Agreements (0.6%)
  Bank of America Securities, LLC 5.300%, 11/1/23
(Dated 10/31/23, Repurchase Value $120,118,000, collateralized by Ginnie Mae 4.500%–5.500%, 5/20/53–9/20/53, with a value of $122,502,000)  
   120,100    120,100
 
11

 

Windsor Fund
    Face
Amount
($000)
Market
Value

($000)
  JP Morgan Securities LLC 5.290%, 11/1/23
(Dated 10/31/23, Repurchase Value $15,002,000, collateralized by U.S. Treasury Bill 0.000%, 1/2/24, and U.S. Treasury Note/Bond 1.500%–4.625%, 2/15/25–9/30/28, with a value of $15,300,000)  
    15,000     15,000
         135,100
Total Temporary Cash Investments (Cost $542,794) 542,842
Total Investments (100.0%) (Cost $19,667,580) 21,230,649
Other Assets and Liabilities—Net (0.0%) (3,753)
Net Assets (100%) 21,226,896
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 $24,326,000.
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 $26,330,000 was received for securities on loan, of which $24,961,000 is held in Vanguard Market Liquidity Fund and $1,369,000 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 December 2023 1,253 263,897 (8,586)
  
See accompanying Notes, which are an integral part of the Financial Statements.
12

 

Windsor Fund
Statement of Assets and Liabilities
As of October 31, 2023
($000s, except shares, footnotes, and per-share amounts) Amount
Assets  
Investments in Securities, at Value1  
Unaffiliated Issuers (Cost $19,259,886) 20,822,907
Affiliated Issuers (Cost $407,694) 407,742
Total Investments in Securities 21,230,649
Investment in Vanguard 766
Cash 3,229
Cash Collateral Pledged—Futures Contracts 14,373
Foreign Currency, at Value (Cost $581) 611
Receivables for Investment Securities Sold 108,303
Receivables for Accrued Income 9,850
Receivables for Capital Shares Issued 4,033
Variation Margin Receivable—Futures Contracts 1,699
Total Assets 21,373,513
Liabilities  
Payables for Investment Securities Purchased 96,215
Collateral for Securities on Loan 26,330
Payables to Investment Advisor 10,900
Payables for Capital Shares Redeemed 11,692
Payables to Vanguard 1,480
Total Liabilities 146,617
Net Assets 21,226,896
1 Includes $24,326,000 of securities on loan.  
At October 31, 2023, net assets consisted of:  
   
Paid-in Capital 18,123,101
Total Distributable Earnings (Loss) 3,103,795
Net Assets 21,226,896
 
Investor Shares—Net Assets  
Applicable to 222,867,356 outstanding $.001 par value shares of
beneficial interest (unlimited authorization)
4,505,663
Net Asset Value Per Share—Investor Shares $20.22
 
Admiral Shares—Net Assets  
Applicable to 245,285,260 outstanding $.001 par value shares of
beneficial interest (unlimited authorization)
16,721,233
Net Asset Value Per Share—Admiral Shares $68.17
  
See accompanying Notes, which are an integral part of the Financial Statements.
13

 

Windsor Fund
Statement of Operations
  Year Ended
October 31, 2023
  ($000)
Investment Income  
Income  
Dividends—Unaffiliated Issuers1 454,655
Dividends—Affiliated Issuers 4,814
Interest—Unaffiliated Issuers 10,025
Interest—Affiliated Issuers 17,932
Securities Lending—Net 889
Total Income 488,315
Expenses  
Investment Advisory Fees—Note B  
Basic Fee 28,430
Performance Adjustment 14,998
The Vanguard Group—Note C  
Management and Administrative—Investor Shares 10,646
Management and Administrative—Admiral Shares 22,333
Marketing and Distribution—Investor Shares 207
Marketing and Distribution—Admiral Shares 604
Custodian Fees 126
Auditing Fees 44
Shareholders’ Reports—Investor Shares 101
Shareholders’ Reports—Admiral Shares 91
Trustees’ Fees and Expenses 13
Other Expenses 23
Total Expenses 77,616
Expenses Paid Indirectly (63)
Net Expenses 77,553
Net Investment Income 410,762
Realized Net Gain (Loss)  
Capital Gains Distributions Received – Affiliated Issuers 1
Investment Securities Sold—Unaffiliated Issuers 1,485,447
Investment Securities Sold—Affiliated Issuers (147)
Futures Contracts (5,298)
Foreign Currencies 194
Realized Net Gain (Loss) 1,480,197
Change in Unrealized Appreciation (Depreciation)  
Investment Securities—Unaffiliated
Issuers
(1,171,457)
Investment Securities—Affiliated Issuers (7,619)
Futures Contracts (7,442)
Foreign Currencies 160
Change in Unrealized Appreciation (Depreciation) (1,186,358)
Net Increase (Decrease) in Net Assets Resulting from Operations 704,601
1 Dividends are net of foreign withholding taxes of $6,799,000.
  
See accompanying Notes, which are an integral part of the Financial Statements.
14

 

Windsor Fund
Statement of Changes in Net Assets
  Year Ended October 31,
  2023
($000)
2022
($000)
     
Increase (Decrease) in Net Assets    
Operations    
Net Investment Income 410,762 367,905
Realized Net Gain (Loss) 1,480,197 2,841,659
Change in Unrealized Appreciation (Depreciation) (1,186,358) (3,898,670)
Net Increase (Decrease) in Net Assets Resulting from Operations 704,601 (689,106)
Distributions    
Investor Shares (649,432) (588,332)
Admiral Shares (2,398,871) (1,942,815)
Total Distributions (3,048,303) (2,531,147)
Capital Share Transactions    
Investor Shares 210,390 (200,936)
Admiral Shares 1,264,284 1,248,509
Net Increase (Decrease) from Capital Share Transactions 1,474,674 1,047,573
Total Increase (Decrease) (869,028) (2,172,680)
Net Assets    
Beginning of Period 22,095,924 24,268,604
End of Period 21,226,896 22,095,924
  
See accompanying Notes, which are an integral part of the Financial Statements.
15

 

Windsor Fund
Financial Highlights
Investor Shares          
For a Share Outstanding
Throughout Each Period 
Year Ended October 31,
2023 2022 2021 2020 2019
Net Asset Value, Beginning of Period $22.74 $26.24 $18.55 $21.76 $22.02
Investment Operations          
Net Investment Income1 .371 .359 .356 .408 .419
Net Realized and Unrealized Gain (Loss) on Investments .236 (1.131) 9.122 (1.412) 1.700
Total from Investment Operations .607 (.772) 9.478 (1.004) 2.119
Distributions          
Dividends from Net Investment Income (.358) (.330) (.411) (.420) (.426)
Distributions from Realized Capital Gains (2.769) (2.398) (1.377) (1.786) (1.953)
Total Distributions (3.127) (2.728) (1.788) (2.206) (2.379)
Net Asset Value, End of Period $20.22 $22.74 $26.24 $18.55 $21.76
Total Return2 2.99% -2.97% 53.49% -5.64% 11.59%
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $4,506 $4,796 $5,728 $4,570 $4,549
Ratio of Total Expenses to Average Net Assets3 0.42%4 0.38%4 0.30% 0.29% 0.30%
Ratio of Net Investment Income to Average Net Assets 1.74% 1.51% 1.49% 2.14% 2.04%
Portfolio Turnover Rate 42% 43% 33% 51% 39%
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 0.07%, 0.03%, (0.05%), (0.07%), and (0.05%).
4 The ratio of expenses to average net assets for the period net of reduction from broker commission abatement arrangements was 0.42% and 0.38%, respectively.
  
See accompanying Notes, which are an integral part of the Financial Statements.
16

 

Windsor Fund
Financial Highlights
Admiral Shares          
For a Share Outstanding
Throughout Each Period 
Year Ended October 31,
2023 2022 2021 2020 2019
Net Asset Value, Beginning of Period $76.67 $88.50 $62.58 $73.41 $74.29
Investment Operations          
Net Investment Income1 1.323 1.281 1.278 1.448 1.484
Net Realized and Unrealized Gain (Loss) on Investments .794 (3.820) 30.747 (4.770) 5.735
Total from Investment Operations 2.117 (2.539) 32.025 (3.322) 7.219
Distributions          
Dividends from Net Investment Income (1.281) (1.203) (1.460) (1.485) (1.509)
Distributions from Realized Capital Gains (9.336) (8.088) (4.645) (6.023) (6.590)
Total Distributions (10.617) (9.291) (6.105) (7.508) (8.099)
Net Asset Value, End of Period $68.17 $76.67 $88.50 $62.58 $73.41
Total Return2 3.08% -2.89% 53.60% -5.55% 11.71%
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $16,721 $17,300 $18,541 $12,695 $14,647
Ratio of Total Expenses to Average Net Assets3 0.32%4 0.28%4 0.20% 0.19% 0.20%
Ratio of Net Investment Income to Average Net Assets 1.84% 1.61% 1.58% 2.24% 2.14%
Portfolio Turnover Rate 42% 43% 33% 51% 39%
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 0.07%, 0.03%, (0.05%), (0.07%), and (0.05%).
4 The ratio of expenses to average net assets for the period net of reduction from broker commission abatement arrangements was 0.32% and 0.28%, respectively.
  
See accompanying Notes, which are an integral part of the Financial Statements.
17

 

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.
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 by methods deemed by the valuation designee to represent fair value and subject to oversight 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. 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.
18

 

Windsor Fund
4. 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 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 year ended October 31, 2023, 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.
5. Federal Income Taxes: The fund intends to continue to qualify as a regulated investment company and distribute virtually 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 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
19

 

Windsor Fund
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 and are 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, which 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 an agreed-upon spread plus the higher of the federal funds effective rate, the overnight bank funding rate, or the Daily Simple Secured Overnight Financing Rate inclusive of an additional agreed-upon spread. However, 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 year ended October 31, 2023, 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.
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. Amounts related to these reclaims are recorded when there are no significant uncertainties as to the ultimate resolution of proceedings, the likelihood of receipt of these reclaims, and the potential timing of payment. Such tax reclaims and related professional fees, if any, are included in dividend income and other expenses, respectively.
20

 

Windsor Fund
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 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 year ended October 31, 2023, 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 increase of $14,998,000 (0.07%) 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 October 31, 2023, the fund had contributed to Vanguard capital in the amount of $766,000, representing less than 0.01% of the fund’s net assets and 0.31% of Vanguard’s capital received pursuant to the FSA. The fund’s trustees and officers are also directors and employees, respectively, of Vanguard.
D. The fund has asked its investment advisors to direct certain security trades, subject to obtaining the best price and execution, to brokers who have agreed to rebate to the fund part of the commissions generated. Such rebates are used solely to reduce the fund’s management and administrative expenses. For the year ended October 31, 2023, these arrangements reduced the fund’s expenses by $63,000 (an annual rate of less than 0.01% of average net assets).
E. 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.
21

 

Windsor Fund
The following table summarizes the market value of the fund’s investments and derivatives as of October 31, 2023, based on the inputs used to value them:
  Level 1
($000)
Level 2
($000)
Level 3
($000)
Total
($000)
Investments        
Assets        
Common Stocks 19,490,902 1,196,905 20,687,807
Temporary Cash Investments 407,742 135,100 542,842
Total 19,898,644 1,332,005 21,230,649
Derivative Financial Instruments        
Liabilities        
Futures Contracts1 8,586 8,586
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.
F. Permanent differences between book-basis and tax-basis components of net assets are reclassified among capital accounts in the financial statements to reflect their tax character. These reclassifications have no effect on net assets or net asset value per share. As of period end, permanent differences primarily attributable to the accounting for applicable foreign currency transactions and distributions in connection with fund share redemptions were reclassified between the following accounts:
  Amount
($000)
Paid-in Capital 72,700
Total Distributable Earnings (Loss) (72,700)
Temporary differences between book-basis and tax-basis components of total distributable earnings (loss) arise when certain items of income, gain, or loss are recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. The differences are primarily related to the deferral of losses from wash sales; and the recognition of unrealized gains or losses from certain derivative contracts. As of period end, the tax-basis components of total distributable earnings (loss) are detailed in the table as follows:
  Amount
($000)
Undistributed Ordinary Income 683,925
Undistributed Long-Term Gains 881,656
Net Unrealized Gains (Losses) 1,538,214
Capital Loss Carryforwards
Qualified Late-Year Losses
Other Temporary Differences
Total 3,103,795
22

 

Windsor Fund
The tax character of distributions paid was as follows:
  Year Ended October 31,
  2023
Amount
($000)
2022
Amount
($000)
Ordinary Income* 392,789 1,036,600
Long-Term Capital Gains 2,655,514 1,494,547
Total 3,048,303 2,531,147
* Includes short-term capital gains, if any.
As of October 31, 2023, 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 19,692,504
Gross Unrealized Appreciation 3,493,101
Gross Unrealized Depreciation (1,954,956)
Net Unrealized Appreciation (Depreciation) 1,538,145
G. During the year ended October 31, 2023, the fund purchased $9,279,548,000 of investment securities and sold $10,403,949,000 of investment securities, other than temporary cash investments.
H. Capital share transactions for each class of shares were:
    
  Year Ended October 31,  
  2023   2022
  Amount
($000)
Shares
(000)
  Amount
($000)
Shares
(000)
Investor Shares          
Issued 245,400 11,408   368,905 15,354
Issued in Lieu of Cash Distributions 625,596 31,412   568,128 24,748
Redeemed (660,606) (30,875)   (1,137,969) (47,478)
Net Increase (Decrease)—Investor Shares 210,390 11,945   (200,936) (7,376)
Admiral Shares          
Issued 1,004,026 13,860   1,376,749 17,029
Issued in Lieu of Cash Distributions 2,221,690 33,084   1,801,699 23,298
Redeemed (1,961,432) (27,312)   (1,929,939) (24,172)
Net Increase (Decrease)—Admiral Shares 1,264,284 19,632   1,248,509 16,155
23

 

Windsor Fund
I. Certain of the fund’s investments are in companies that are considered to be affiliated companies of the fund because the fund owns more than 5% of the outstanding voting securities of the company or the issuer is another member of The Vanguard Group. Transactions during the period in securities of these companies were as follows:
    Current Period Transactions  
  Oct. 31,
2022
Market
Value
($000)
Purchases
at Cost
($000)
Proceeds
from
Securities
Sold
($000)
Realized
Net
Gain
(Loss)
($000)
Change in
Unrealized
App. (Dep.)
($000)
Income
($000)
Capital Gain
Distributions
Received
($000)
Oct. 31,
2023
Market
Value
($000)
Vanguard Market Liquidity Fund 366,607 NA1 NA1 39 (3) 17,932 1 407,742
Voya Financial Inc. 336,421 13,560 (186) (7,616) 4,814 NA2
Total 703,028 13,560 (147) (7,619) 22,746 1 407,742
1 Not applicable—purchases and sales are for temporary cash investment purposes.
2 Not applicable—at October 31, 2023, the security was still held, but the issuer was no longer an affiliated company of the fund.
J. Significant market disruptions, such as those caused by pandemics (e.g., COVID-19 pandemic), natural or environmental disasters, war (e.g., Russia’s invasion of Ukraine), acts of terrorism, or other events, can adversely affect local and global markets and normal market operations. Any such disruptions could have an adverse impact on the value of the fund’s investments and fund performance.
To the extent the fund’s investment portfolio reflects concentration in a particular market, industry, sector, country or asset class, the fund may be adversely affected by the performance of these concentrations and may be subject to increased price volatility and other risks.
The use of derivatives may expose the fund to various risks. Derivatives can be highly volatile, and any initial investment is generally small relative to the notional amount so that transactions may be leveraged in terms of market exposure. A relatively small market movement may have a potentially larger impact on derivatives than on standard securities. Leveraged derivatives positions can, therefore, increase volatility. Additional information regarding the fund’s use of derivative(s) and the specific risks associated is described under significant accounting policies.
K. Management has determined that no other events or transactions occurred subsequent to October 31, 2023, that would require recognition or disclosure in these financial statements.
24

 

Report of Independent Registered Public Accounting Firm
To the Board of Trustees of Vanguard Windsor Funds and Shareholders of Vanguard Windsor Fund
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Vanguard Windsor Fund (one of the funds constituting Vanguard Windsor Funds, referred to hereafter as the "Fund") as of October 31, 2023, the related statement of operations for the year ended October 31, 2023, the statement of changes in net assets for each of the two years in the period ended October 31, 2023, including the related notes, and the financial highlights for each of the five years in the period ended October 31, 2023 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of October 31, 2023, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended October 31, 2023 and the financial highlights for each of the five years in the period ended October 31, 2023 in conformity with accounting principles generally accepted in the United States of America. 
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of October 31, 2023 by correspondence with the custodian, transfer agent and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
/s/PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
December 19, 2023
We have served as the auditor of one or more investment companies in The Vanguard Group of Funds since 1975.
25

 


Tax information (unaudited)
For corporate shareholders, 32.7%, or if subsequently determined to be different, the maximum percentage allowable by law, of ordinary income (dividend income plus short-term gains, if any) for the fiscal year qualified for the dividends-received deduction.
The fund hereby designates $392,710,000, or if subsequently determined to be different, the maximum amount allowable by law, as qualified dividend income for individual shareholders for the fiscal year.
The fund hereby designates $4,416,000, or if subsequently determined to be different, the maximum amount allowable by law, of interest earned from obligations of the U.S. government which is generally exempt from state income tax.
For nonresident alien shareholders, 100% of short-term capital gain dividends distributed by the fund for the fiscal year are qualified short-term capital gains.
The fund distributed $2,700,692,000 as capital gain dividends (20% rate gain distributions) to shareholders during the fiscal year.
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The People Who Govern Your Fund
The trustees of your mutual fund are there to see that the fund is operated and managed in your best interests since, as a shareholder, you are a part owner of the fund. Your fund’s trustees also serve on the board of directors of The Vanguard Group, Inc., which is owned by the Vanguard funds and provides services to them. 
A majority of Vanguard’s board members are independent, meaning that they have no affiliation with Vanguard or the funds they oversee, apart from the sizable personal investments they have made as private individuals. The independent board members have distinguished backgrounds in business, academia, and public service. Each of the trustees and executive officers oversees 205 Vanguard funds.
Information for each trustee and executive officer of the fund appears below. That information, as well as the Vanguard fund count, is as of the date on the cover of this fund report. The mailing address of the trustees and officers is P.O. Box 876, Valley Forge, PA 19482. More information about the trustees is in the Statement of Additional Information, which can be obtained, without charge, by contacting Vanguard at 800-662-7447, or online at vanguard.com.
Interested Trustee1
Mortimer J. Buckley
Born in 1969. Trustee since January 2018. Principal occupation(s) during the past five years and other experience: chairman of the board (2019–present) of Vanguard and of each of the investment companies served by Vanguard; chief executive officer (2018–present) of Vanguard; chief executive officer, president, and trustee (2018–present) of each of the investment companies served by Vanguard; president and director (2017–present) of Vanguard; and president (2018–present) of Vanguard Marketing Corporation. Chief investment officer (2013–2017), managing director (2002–2017), head of the Retail Investor Group (2006–2012), and chief information officer (2001–2006) of Vanguard. Member of the board of governors of the Investment Company Institute and the board of governors of FINRA.
Independent Trustees
Tara Bunch
Born in 1962. Trustee since November 2021. Principal occupation(s) during the past five years and other experience: head of global operations at Airbnb (2020–present). Vice president of AppleCare (2012–2020). Member of the board of directors of Out & Equal, the advisory board of the University of California, Berkeley School of Engineering, and the advisory board of Santa Clara University’s Leavey School of Business.
Emerson U. Fullwood
Born in 1948. Trustee since January 2008. Principal occupation(s) during the past five years and other experience: executive chief staff and marketing officer for North America and corporate vice president (retired 2008) of Xerox Corporation (document management products and services). Former president of the Worldwide Channels Group, Latin America, and Worldwide Customer Service and executive chief staff officer of Developing Markets of Xerox. Executive in residence and 2009–2010 Distinguished Minett Professor at the Rochester Institute of Technology. Member of the board of directors of the University of Rochester Medical Center, the Monroe Community College Foundation, the United Way of Rochester, North Carolina A&T University, Roberts Wesleyan College, and the Rochester Philharmonic Orchestra. Trustee of the University of Rochester.                               
F. Joseph Loughrey
Born in 1949. Trustee since October 2009. Principal occupation(s) during the past five years and other experience: president and chief operating officer (retired 2009) and vice chairman of the board (2008–2009) of Cummins Inc. (industrial machinery). Director of the V Foundation. Member of the advisory council for the College of Arts and Letters at the University of Notre Dame. Chairman of the board of Saint Anselm College.
Mark Loughridge
Born in 1953. Trustee since March 2012. Principal occupation(s) during the past five years and other experience: senior vice president and chief financial
 
1  Mr. Buckley is considered an “interested person,” as defined in the Investment Company Act of 1940, because he is an officer of the Vanguard funds.

 

officer (retired 2013) of IBM (information technology services). Fiduciary member of IBM’s Retirement Plan Committee (2004–2013), senior vice president and general manager (2002–2004) of IBM Global Financing, vice president and controller (1998–2002) of IBM, and a variety of other prior management roles at IBM. Member of the Council on Chicago Booth.
Scott C. Malpass
Born in 1962. Trustee since March 2012. Principal occupation(s) during the past five years and other experience: chief investment officer (retired 2020) and vice president (retired 2020) of the University of Notre Dame. Chair of the board of Catholic Investment Services, Inc. (investment advisors). Member of the board of superintendence of the Institute for the Works of Religion, the Notre Dame 403(b) Investment Committee, and the board of directors of Paxos Trust Company (finance).
Deanna Mulligan
Born in 1963. Trustee since January 2018. Principal occupation(s) during the past five years and other experience: chief executive officer of Purposeful (advisory firm for CEOs and C-level executives; 2021–present). Board chair (2020), chief executive officer (2011–2020), and president (2010–2019) of The Guardian Life Insurance Company of America. Chief operating officer (2010–2011) and executive vice president (2008–2010) of Individual Life and Disability of the Guardian Life Insurance Company of America. Director of DuPont. Member of the board of the Economic Club of New York. Trustee of the Partnership for New York City (business leadership), Chief Executives for Corporate Purpose, and the NewYork-Presbyterian Hospital.
André F. Perold
Born in 1952. Trustee since December 2004. Principal occupation(s) during the past five years and other experience: George Gund Professor of Finance and Banking, Emeritus at the Harvard Business School (retired 2011). Chief investment officer and partner of HighVista Strategies (private investment firm). Member of the board of RIT Capital Partners (investment firm).
Sarah Bloom Raskin
Born in 1961. Trustee since January 2018. Principal occupation(s) during the past five years and other experience: deputy secretary (2014–2017) of the United States Department of the Treasury. Governor (2010–2014) of the Federal Reserve Board. Commissioner (2007–2010) of financial regulation for the State of Maryland. Colin W. Brown Distinguished Professor of the Practice of Law, Duke Law School (2021–present); Rubenstein Fellow, Duke University (2017–2020); Distinguished Fellow of the Global Financial Markets Center, Duke Law School (2020–2022); and Senior Fellow, Duke Center on Risk
(2020–present). Partner of Kaya Partners (climate policy advisory services). Member of the board of directors of Arcadia (energy solution technology).
Grant Reid
Born in 1959. Trustee since July 2023. Principal occupation(s) during the past five years and other experience: chief executive officer and president (2014–2022) and member of the board of directors (2015–2022) of Mars, Incorporated (multinational manufacturer). Member of the board of directors of Marriott International, Inc. Chair of Agribusiness Task Force, Sustainable Markets Initiative.
David Thomas
Born in 1956. Trustee since July 2021. Principal occupation(s) during the past five years and other experience: president of Morehouse College (2018–present). Professor of business administration, emeritus at Harvard University (2017–2018). Dean (2011–2016) and professor of management (2016–2017) at the Georgetown University McDonough School of Business. Director of DTE Energy Company. Trustee of Common Fund.
Peter F. Volanakis
Born in 1955. Trustee since July 2009. Principal occupation(s) during the past five years and other experience: president and chief operating officer (retired 2010) of Corning Incorporated (communications equipment) and director of Corning Incorporated (2000–2010) and Dow Corning (2001–2010). Director (2012) of SPX Corporation (multi-industry manufacturing). Overseer of the Amos Tuck School of Business Administration, Dartmouth College (2001–2013). Member of the BMW Group Mobility Council.

 

Executive Officers
Jacqueline Angell
Born in 1974. Principal occupation(s) during the past five years and other experience: principal of Vanguard. Chief compliance officer (November 2022–present) of Vanguard and of each of the investment companies served by Vanguard. Chief compliance officer (2018–2022) and deputy chief compliance officer (2017–2019) of State Street.
Christine M. Buchanan
Born in 1970. Principal occupation(s) during the past five years and other experience: principal of Vanguard. Chief financial officer (2021–present) and treasurer (2017–2022) of each of the investment companies served by Vanguard. Partner (2005–2017) at KPMG (audit, tax, and advisory services).
John Galloway
Born in 1973. Principal occupation(s) during the past five years and other experience: principal of Vanguard. Investment stewardship officer (September 2020–present) of each of the investment companies served by Vanguard. Head of Investor Advocacy (February 2020–present) and head of Marketing Strategy and Planning (2017–2020) at Vanguard. Special assistant to the President of the United States (2015).
Ashley Grim
Born in 1984. Principal occupation(s) during the past five years and other experience: treasurer (February 2022–present) of each of the investment companies served by Vanguard. Fund transfer agent controller (2019–2022) and director of Audit Services (2017–2019) at Vanguard. Senior manager (2015–2017) at PriceWaterhouseCoopers (audit and assurance, consulting, and tax services).
Jodi Miller
Born in 1980. Principal occupation(s) during the past five years and other experience: principal of Vanguard. Finance director (2022–present) of each of the investment companies served by Vanguard. Head of Enterprise Investment Services (2020–present), head of Retail Client Services and Operations (2020–2022), and head of Retail Strategic Support (2018–2020) at Vanguard.
Anne E. Robinson
Born in 1970. Principal occupation(s) during the past five years and other experience: general counsel (2016–present) of Vanguard. Secretary (2016–present) of Vanguard and of each of the investment companies served by Vanguard. Managing director (2016–present) of Vanguard. Managing director and general counsel of Global Cards and Consumer Services (2014–2016) at Citigroup. Counsel (2003–2014) at American Express. Nonexecutive director (2022–present) of the board of National Grid (energy).
Michael Rollings
Born in 1963. Principal occupation(s) during the past five years and other experience: finance director (2017–present) and treasurer (2017) of each of the investment companies served by Vanguard. Managing director (2016–present) of Vanguard. Chief financial officer (2016–present) of Vanguard. Director (2016–present) of Vanguard Marketing Corporation. Executive vice president and chief financial officer (2006–2016) of MassMutual Financial Group.
Vanguard Senior Management Team
Matthew Benchener Thomas M. Rampulla
Joseph Brennan Karin A. Risi
Mortimer J. Buckley Anne E. Robinson
Gregory Davis Michael Rollings
John James Nitin Tandon
Chris D. Mclsaac Lauren Valente

 

Connect with Vanguard®>vanguard.com
Fund Information > 800-662-7447
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Institutional Investor Services > 800-523-1036
Text Telephone for People Who Are Deaf or Hard of Hearing > 800-749-7273
This material may be used in conjunction with the offering of shares of any Vanguard fund only if preceded or accompanied by the fund’s current prospectus.
You can obtain a free copy of Vanguard’s proxy voting guidelines by visiting vanguard.com/proxyreporting or by calling Vanguard at 800-662-2739. The guidelines are also available from the SEC’s website, www.sec.gov. In addition, you may obtain a free report on how your fund voted the proxies for securities it owned during the 12 months ended June 30. To get the report, visit either vanguard.com/proxyreporting or www.sec.gov.
You can review information about your fund on the SEC’s website, and you can receive copies of this information, for a fee, by sending a request via email addressed to publicinfo@sec.gov.
© 2023 The Vanguard Group, Inc.
All rights reserved.
Vanguard Marketing Corporation, Distributor.
Q220 122023

Annual Report   |   October 31, 2023
Vanguard Windsor™ II Fund
See the inside front cover for important information about your fund’s annual and semiannual shareholder reports.

 

Important information about shareholder reports
Beginning in July 2024, amendments adopted by the Securities and Exchange Commission will substantially impact the design, content, and transmission of shareholder reports. Shareholder reports will provide key fund information in a clear and concise format and must be mailed to each shareholder that has not elected to receive the reports electronically. Financial statements will no longer be included in the shareholder report but will be available at vanguard.com, can be mailed upon request, or can be accessed on the SEC’s website at www.sec.gov.
You may elect to receive shareholder reports and other communications from the fund electronically by contacting your financial intermediary (such as a broker-dealer or bank) or, if you invest directly with the fund, by calling Vanguard at one of the phone numbers on the back cover of this report or by logging on to vanguard.com.
Contents
Your Fund’s Performance at a Glance

1
Advisors' Report

2
About Your Fund’s Expenses

6
Performance Summary

8
Financial Statements

10
Please note: The opinions expressed in this report are just that—informed opinions. They should not be considered promises or advice. Also, please keep in mind that the information and opinions cover the period through the date on the front of this report. Of course, the risks of investing in your fund are spelled out in the prospectus.

 

Your Fund’s Performance at a Glance
For the 12 months ended October 31, 2023, Vanguard Windsor II Fund returned 7.02% for Investor Shares and 7.09% for Admiral Shares, well ahead of the 0.13% return of its benchmark, the Russell 1000 Value Index.
Early on, inflation began to ease off multidecade highs amid aggressive interest rate hikes by the central banks. Unexpected resilience in the labor market and consumer spending helped dial back expectations of a sustained recession, but the prospect of higher rates for longer weighed on market sentiment toward the close of the period.
The broad U.S. stock market, as measured by the Russell 3000 Index, returned 8.38%. Growth stocks outperformed value. By market capitalization, larger stocks fared better than smaller companies on average.
Information technology, the fund’s largest sector, aided performance most with strong selection and an overweight allocation relative to the benchmark. Consumer discretionary also was a net contributor. Materials and consumer staples were the only sectors to detract from performance.
For the decade ended October 31, 2023, the fund’s average annualized return was 9.14% for Investor Shares and 9.22% for Admiral Shares, outpacing the 7.60% return of the fund's benchmark.
Market Barometer
  Average Annual Total Returns
Periods Ended October 31, 2023
  One Year Three Years Five Years
Stocks      
Russell 1000 Index (Large-caps) 9.48% 9.53% 10.71%
Russell 2000 Index (Small-caps) -8.56 3.95 3.31
Russell 3000 Index (Broad U.S. market) 8.38 9.19 10.23
FTSE All-World ex US Index (International) 12.35 3.51 3.88
Bonds      
Bloomberg U.S. Aggregate Float Adjusted Index
(Broad taxable market)
0.53% -5.51% 0.03%
Bloomberg Municipal Bond Index
(Broad tax-exempt market)
2.64 -2.48 1.00
FTSE Three-Month U.S. Treasury Bill Index 4.94 1.93 1.80
CPI      
Consumer Price Index 3.24% 5.72% 4.00%
1

 

Advisors’ Report
For the 12 months ended October 31, 2023, Vanguard Windsor II Fund returned 7.02% for Investor Shares and 7.09% for Admiral Shares. It outperformed the 0.13% return of its benchmark, the Russell 1000 Value Index.
Your fund is managed by four independent advisors, a strategy that enhances its diversification by providing exposure to distinct yet complementary investment approaches. It’s not uncommon for different advisors to have different views about individual securities or the broader investment environment.
The accompanying table lists the advisors, the amount and percentage of fund assets each manages, and brief descriptions of their investment strategies. The advisors have provided the following assessment of the investment environment during the past 12 months and the notable successes and shortfalls in their portfolios. These comments were prepared on November 15, 2023.
Lazard Asset Management LLC
Portfolio Managers:
Andrew Lacey, Deputy Chairman
Henry Ross Seiden, Managing Director
Our strategy is based on the relationship between valuation and financial productivity. We have identified and historically validated two potential sources of alpha that we focus on exclusively:
Compounders: These are companies our analysis indicates can sustain very high
levels of financial productivity for longer than the market expects and for which the share price does not reflect the sustainability of these returns. We typically invest 60% to 80% of our capital in compounders.
Improvers: We believe that companies can improve returns, but investors often are too optimistic about the probability of success. Our research indicates that companies that improve their returns on capital materially outperform the broad market. We typically invest 20% to 40% of our capital in such improvers.
The U.S. market has been extremely narrow over the last 12 months, driven by a small group of technology-focused companies which rallied due to exuberance around artificial intelligence (AI). Over the past year, the “Magnificent Seven” accounted for 99.7% of the S&P 500 Index’s return. We believe our holdings in Microsoft, Alphabet, Amazon, and Meta are attractive, but the strategy is not exposed to Apple, Tesla, or NVIDIA, creating a drag on relative performance.
Furthermore, the compounder universe has underperformed over the last year, with only 36% of compounders outperforming and the average company lagging by 550 basis points (5.5 percentage points). Further analysis of the universe shows significant dispersion dependent on growth profiles: those with the strongest growth significantly outperformed peers with more stable growth. The strategy has been modestly underweight to the high-growth group because of extended valuations and
 
2

 

significantly overweight to the stable-growth group, a notable headwind.
We believe that now is a particularly interesting time, as the valuation of these high-quality, stable-growth businesses is as attractive as it has been historically outside of the tech bubble.
Hotchkis & Wiley Capital Management, LLC
Portfolio Managers:
George H. Davis, Jr.,
Executive Chairman
Scott McBride, CFA,
Chief Executive Officer
The S&P 500 Index returned 10.1% for the 12 months ended October 31, compared to 19.0% for the Russell 1000 Growth Index and 0.1% for the Russell 1000 Value Index. The performance difference between value and growth has been puzzling.
During the period, interest rates rose and the equity market sold off, which is intuitive because higher rates are generally bad for equities as the cost of capital increases. Growth stocks sold off significantly more than value stocks, which is also logical for two primary reasons. First, growth stocks are longer-duration securities and thus should be more sensitive to changes in interest rates. Second, financials comprise much larger portions of value portfolios and represent the one segment of the market that generally stands to benefit from higher interest rates. Yet growth
outperformed value in a big way, which has widened the valuation gap between growth and value to about two standard deviations above average, which we view as unsustainable. A correction would be highly conducive to our value-focused approach.
Positive stock selection in industrials, technology, and health care helped relative performance in a meaningful way for the portion of fund assets that we manage. Our overweight position in technology and underweight position in real estate also helped. The largest detractor was stock selection in communication services, the result of not owning Meta—the stock had more than tripled before it was removed from the value index in the June reconstitution. Stock selection in consumer discretionary, financials, and materials was a modest detractor. The most notable change in positioning was an increase in health care because the relative valuation became increasingly attractive. The health care positions also score well in our fundamental risk ratings.
Sanders Capital, LLC
Portfolio Managers:
Lewis A. Sanders, CFA,
Chief Executive Officer and
Co-Chief Investment Officer
John P. Mahedy, CPA,
Director of Research and
Co-Chief Investment Officer
Value opportunities typically reside in places where investor anxiety is elevated
3

 

either because of depressed conditions or credible threats to the sustainability of current earnings and cash flow. Our investments fall into both categories and, although broadly diversified, have substantial exposure to the information technology (IT) and health care sectors.
The investments in IT, together with related investments in digital communications, position the portfolio to benefit from growing adoption of AI. Investments in health care provide ballast to the cyclical risks inherent in the IT and communications sectors and, in the long term, benefit from the aging of the population, which drives demand for high-acuity health care services. Both areas have contributed to investment returns over the long term while their low correlation has helped dampen overall portfolio volatility.
The statistical character of our portion of fund assets remains within the value domain. It is priced at about a 25% discount to market standards on earnings and cash flow. Relative volatility is estimated to be within the portfolio’s targeted range. Portfolio beta, a measure of the overall portfolio’s sensitivity to market change, is low at 0.86.
About 20% of the portfolio is invested in companies domiciled outside the U.S. We believe these companies are well-positioned in their respective industries and, on average, are priced at about a 20% discount to our U.S. holdings. Investment results year to date have been above broad-based benchmarks and far stronger than
value-based indexes. Longer-term investment returns manifest a similar pattern, owing primarily to effective stock selection.
Aristotle Capital Management, LLC
Portfolio Managers:
Howard Gleicher, CFA,
Chief Executive Officer and
Chief Investment Officer
Gregory D. Padilla, CFA,
Principal, Senior Global Research Analyst
Value investing is often associated with lower quality, but our approach is different. We look for high-quality companies whose current stock prices do not reflect our estimates of their intrinsic value and for which we see company-specific catalysts underway to propel the business forward.
The fiscal year ended October 31 was marked by yet another reversal in leadership, a “magnificently” narrow rally in the S&P 500, higher interest rates, a regional banking crisis, and geopolitical risks. During the period, our strategy outperformed the Russell 1000 Value Index and lagged the S&P 500. Reflecting the reversal in markets, our technology holdings, the largest detractor a year earlier, became the biggest contributor while our lack of investments in communication services was the largest detractor after being the biggest contributor in the prior year.
We began the period with an underweight position in banks and while this helped
4

 

relative performance, we were not immune from the drawdown. With drawdowns come opportunities, and in October 2023 we completed the purchase of a position in U.S. Bancorp, the fifth-largest bank in the U.S. We believe U.S. Bancorp’s recent acquisition of Union Bank from MUFG will act as a key catalyst to unlock its potential.
Before the fiscal year began, we held no investments in communications services. In March 2023 we established a position in Activision Blizzard with the view that the then-pending acquisition by Microsoft presented a rare asymmetric risk-reward
to a long-term investor. If the deal was blocked, we believed Activision would be well-positioned to continue as an independent business; if the deal was approved, one was assured of approximately a 20% return. As the stock approached the $95 deal price, we exited our position and on October 13, Microsoft closed the acquisition. Today, we again have zero investments in the communication services sector and are actively researching several companies in the media and digital advertising value chains.
Vanguard Windsor II Fund Investment Advisors
 
  Fund Assets Managed  
Investment Advisor % $ Million Investment Strategy
Lazard Asset Management LLC 36 18,337 Employs a relative-value approach that seeks a combination of attractive valuation and high financial productivity. The process is research-driven, relying upon bottom-up stock analysis performed by the firm’s global sector analysts.
Hotchkis and Wiley Capital Management LLC 22 10,888 Uses a disciplined investment approach, focusing on such investment parameters as a company’s tangible assets, sustainable cash flow, and potential for improving business performance.
Sanders Capital, LLC 21 10,488 Employs a traditional, bottom-up, fundamental research approach to identifying securities that are undervalued relative to their expected total return.
Aristotle Capital Management, LLC 20 9,920 Employs a fundamental, bottom-up security selection process focused on quality companies with attractive valuations and compelling catalysts.
Cash Investments 1 677 These short-term reserves are invested by Vanguard in equity index products to simulate investment in stocks. Each advisor may also maintain a modest cash position.
5

 

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.
6

 

Six Months Ended October 31, 2023      
  Beginning
Account Value
4/30/2023
Ending
Account Value
10/31/2023
Expenses
Paid During
Period
Based on Actual Fund Return      
Windsor II Fund      
Investor Shares $1,000.00 $997.70 $1.66
Admiral™ Shares 1,000.00 998.10 1.26
Based on Hypothetical 5% Yearly Return      
Windsor II Fund      
Investor Shares $1,000.00 $1,023.54 $1.68
Admiral Shares 1,000.00 1,023.95 1.28
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 0.33% for Investor Shares and 0.25% 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 (184/365).
7

 

Windsor II Fund
Performance Summary
All of the returns in this report represent past performance, which is not a guarantee of future results that may be achieved by the fund. (Current performance may be lower or higher than the performance data cited. For performance data current to the most recent month-end, visit our website at vanguard.com/performance.) Note, too, that both investment returns and principal value can fluctuate widely, so an investor’s shares, when sold, could be worth more or less than their original cost. The returns shown do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares.
Cumulative Performance: October 31, 2013, Through October 31, 2023
Initial Investment of $10,000
    Average Annual Total Returns
Periods Ended October 31, 2023
 
    One
Year
Five
Years
Ten
Years
Final Value
of a $10,000
Investment
 Windsor II Fund Investor Shares 7.02% 9.94% 9.14% $23,973
 Russell 1000 Value Index 0.13 6.60 7.60 20,799
 Dow Jones U.S. Total Stock Market Float Adjusted Index 8.39 10.10 10.43 26,967
       
    One
Year
Five
Years
Ten
Years
Final Value
of a $50,000
Investment
Windsor II Fund Admiral Shares 7.09% 10.03% 9.22% $120,831
Russell 1000 Value Index 0.13 6.60 7.60 103,994
Dow Jones U.S. Total Stock Market Float Adjusted Index 8.39 10.10 10.43 134,835
See Financial Highlights for dividend information.
8

 

Windsor II Fund
Fund Allocation
As of October 31, 2023
Communication Services 7.6%
Consumer Discretionary 8.2
Consumer Staples 6.8
Energy 7.4
Financials 17.9
Health Care 16.0
Industrials 9.6
Information Technology 20.6
Materials 2.9
Real Estate 1.4
Utilities 1.4
Other 0.2
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.
9

 

Windsor II Fund
Financial Statements
Schedule of Investments
As of October 31, 2023
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 (95.9%)
Communication Services (7.3%)
* Alphabet Inc. Class A 12,954,911  1,607,445
* Meta Platforms Inc. Class A  2,760,013    831,509
* Alphabet Inc. Class C  4,354,150    545,575
  Comcast Corp. Class A  5,323,513    219,808
* Walt Disney Co.  1,882,340    153,580
* Warner Bros Discovery Inc. 10,268,148    102,065
  Vodafone Group plc ADR  9,071,932     83,825
  Omnicom Group Inc.    753,779     56,466
1 Paramount Global Class B  3,620,200     39,388
* Baidu Inc. ADR     78,683      8,262
       3,647,923
Consumer Discretionary (7.8%)
* Amazon.com Inc.  8,970,484  1,193,882
  McDonald's Corp.  1,392,476    365,066
  Lennar Corp. Class A  2,758,056    294,229
* Aptiv plc  3,041,291    265,201
  Sony Group Corp. ADR  2,959,000    245,745
  General Motors Co.  8,560,224    241,398
  Home Depot Inc.    843,964    240,268
  Cie Generale des Etablissements Michelin SCA ADR 12,986,000    191,933
  Magna International Inc.  3,850,532    185,172
* Booking Holdings Inc.     59,700    166,537
  NIKE Inc. Class B  1,551,630    159,461
* Ulta Beauty Inc.    241,135     91,947
  Bayerische Motoren Werke AG (XETR)    944,435     87,837
* Alibaba Group Holding Ltd. ADR    832,401     68,706
  Mercedes-Benz Group AG  1,059,910     62,359
* Adient plc  1,311,943     44,199
  BorgWarner Inc. (XNYS)  1,187,000     43,800
       3,947,740
Consumer Staples (6.5%)
  Procter & Gamble Co.  5,399,240    810,048
  Coca-Cola Co. 10,467,875    591,330
  Sysco Corp.  5,665,974    376,731
  PepsiCo Inc.  1,395,268    227,819
  Constellation Brands Inc. Class A    846,000    198,091
    Shares Market
Value

($000)
  Kroger Co.  4,340,823    196,943
  Estee Lauder Cos. Inc. Class A  1,329,740    171,364
  Unilever plc ADR  3,599,598    170,441
  Mondelez International Inc. Class A  2,526,973    167,311
  Unilever plc (XLON)  3,212,400    152,141
  Nestle SA (Registered)  1,126,287    121,457
  Kenvue Inc.  4,351,426     80,937
       3,264,613
Energy (7.1%)
  ConocoPhillips  4,225,426    501,980
  Chevron Corp.  3,391,937    494,307
  APA Corp.  9,092,567    361,157
  Halliburton Co.  6,775,435    266,546
  Coterra Energy Inc.  9,502,000    261,305
  Suncor Energy Inc.  7,124,332    230,828
  Marathon Oil Corp.  7,993,987    218,316
  NOV Inc. 10,853,688    216,640
  Phillips 66  1,839,000    209,775
  Shell plc ADR  3,112,712    202,762
  Pioneer Natural Resources Co.    656,120    156,813
  Ovintiv Inc. (XNYS)  2,921,110    140,213
  Schlumberger NV  2,479,166    137,990
  Cenovus Energy Inc.  4,153,200     79,243
  Murphy Oil Corp.  1,195,152     53,626
  Baker Hughes Co.  1,544,100     53,148
       3,584,649
Financials (17.2%)
  Wells Fargo & Co. 20,543,567    817,018
  Visa Inc. Class A  2,696,151    633,865
  Bank of America Corp. 23,176,931    610,480
  Intercontinental Exchange Inc.  5,052,565    542,848
  US Bancorp 15,173,600    483,734
  Citigroup Inc. 12,084,003    477,197
  American Express Co.  2,901,047    423,640
  Marsh & McLennan Cos. Inc.  2,217,413    420,532
  American International Group Inc.  6,549,146    401,528
  Capital One Financial Corp.  2,864,300    290,125
  Ameriprise Financial Inc.    899,000    282,798
  JPMorgan Chase & Co.  1,795,175    249,637
  Citizens Financial Group Inc.  9,887,851    231,672
10

 

Windsor II Fund
    Shares Market
Value

($000)
  Fidelity National Information Services Inc.  4,342,400    213,255
  Blackstone Inc.  2,302,000    212,590
  Charles Schwab Corp.  4,031,519    209,800
  Bank of New York Mellon Corp.  4,882,634    207,512
  Goldman Sachs Group Inc.    679,749    206,379
  Commerce Bancshares Inc.  4,493,097    197,067
  BNP Paribas SA  3,342,100    192,184
  Hartford Financial Services Group Inc.  2,435,600    178,895
  Mitsubishi UFJ Financial Group Inc. ADR 19,937,000    167,471
  PNC Financial Services Group Inc.  1,413,000    161,746
  Cullen/Frost Bankers Inc.  1,577,000    143,491
  Chubb Ltd.    594,279    127,544
  Aon plc Class A (XNYS)    315,774     97,701
  First Citizens BancShares Inc. Class A     59,258     81,820
  ING Groep NV  4,497,433     57,660
  Truist Financial Corp.  1,992,588     56,510
  Corebridge Financial Inc.  2,694,200     53,884
  Discover Financial Services    652,800     53,582
  Equitable Holdings Inc.  1,842,040     48,943
  Sumitomo Mitsui Financial Group Inc.    946,600     45,634
  State Street Corp.    665,188     42,991
  NatWest Group plc 18,280,043     39,774
       8,661,507
Health Care (15.4%)
  UnitedHealth Group Inc.  1,952,269  1,045,557
  Medtronic plc 11,204,721    790,605
  Elevance Health Inc.  1,693,838    762,380
  HCA Healthcare Inc.  2,461,600    556,666
  Danaher Corp.  2,735,289    525,230
  Cigna Group  1,662,473    514,037
  Johnson & Johnson  3,096,700    459,364
  Thermo Fisher Scientific Inc.    787,412    350,217
  Amgen Inc.  1,055,000    269,763
* Boston Scientific Corp.  5,019,366    256,941
  Merck & Co. Inc.  2,488,000    255,518
  CVS Health Corp.  3,469,800    239,451
  Alcon Inc.  2,918,000    208,112
  GE Healthcare Inc.  2,969,615    197,687
  Zoetis Inc.  1,226,959    192,633
  Roche Holding AG    705,449    181,801
* IQVIA Holdings Inc.    963,061    174,150
* Centene Corp.  2,139,988    147,616
  Humana Inc.    220,926    115,697
  AstraZeneca plc ADR  1,672,250    105,736
  Abbott Laboratories    941,286     88,999
  AbbVie Inc.    516,367     72,901
  Zimmer Biomet Holdings Inc.    612,008     63,900
  Sanofi SA ADR  1,320,391     59,748
  GSK plc ADR  1,567,915     55,975
  EssilorLuxottica SA    148,206     26,838
    Shares Market
Value

($000)
  Novartis AG ADR     77,905      7,290
       7,724,812
Industrials (9.2%)
  Honeywell International Inc.  3,431,200    628,802
  General Dynamics Corp.  2,067,471    498,901
  Parker-Hannifin Corp.    925,000    341,242
  Northrop Grumman Corp.    692,542    326,485
  RTX Corp.  3,955,600    321,946
  Waste Management Inc.  1,704,686    280,131
* Boeing Co.  1,454,939    271,812
  Norfolk Southern Corp.  1,328,779    253,518
  General Electric Co.  2,174,745    236,242
  Xylem Inc.  2,310,000    216,077
  FedEx Corp.    848,840    203,806
  HEICO Corp.  1,125,570    178,301
  Oshkosh Corp.  1,690,000    148,264
  Cummins Inc.    631,772    136,652
  Caterpillar Inc.    522,278    118,061
  Nordson Corp.    424,435     90,231
  Daimler Truck Holding AG  2,794,014     87,789
  CNH Industrial NV  7,994,599     87,781
  PACCAR Inc.    957,580     79,029
  Timken Co.    737,700     50,990
* Fluor Corp.  1,403,385     46,719
* Veralto Corp.    375,666     25,921
  Siemens AG (Registered)    189,874     25,196
       4,653,896
Information Technology (19.8%)
  Microsoft Corp.  9,560,715  3,232,573
  Apple Inc.  3,463,848    591,521
* Adobe Inc.  1,046,341    556,716
  Taiwan Semiconductor Manufacturing Co. Ltd. ADR  5,968,485    515,140
  Micron Technology Inc.  6,390,413    427,327
  Samsung Electronics Co. Ltd. (XKRX)  8,361,400    416,188
* F5 Inc.  2,096,600    317,824
  Amphenol Corp. Class A  3,942,852    317,597
  Analog Devices Inc.  1,976,126    310,904
  Telefonaktiebolaget LM Ericsson ADR 69,414,080    309,587
  Microchip Technology Inc.  3,789,000    270,118
* ANSYS Inc.    966,000    268,799
  Applied Materials Inc.  1,911,838    253,032
  Cisco Systems Inc.  4,625,086    241,106
* Autodesk Inc.  1,170,000    231,227
  Accenture plc Class A    777,543    231,000
* Salesforce Inc.  1,117,468    224,421
  QUALCOMM Inc.  2,002,000    218,198
  Seagate Technology Holdings plc  3,156,198    215,410
* Teledyne Technologies Inc.    553,800    207,448
* Workday Inc. Class A    688,200    145,699
  International Business Machines Corp.    802,918    116,134
  TE Connectivity Ltd.    902,266    106,332
  Oracle Corp.    936,525     96,837
 
11

 

Windsor II Fund
    Shares Market
Value

($000)
  Corning Inc.  3,320,051     88,844
  Cognizant Technology Solutions Corp. Class A    866,500     55,863
       9,965,845
Materials (2.7%)
  Corteva Inc.  6,320,000    304,245
  Martin Marietta Materials Inc.    731,000    298,935
  RPM International Inc.  2,399,000    218,957
  Ecolab Inc.  1,258,000    211,017
  Avery Dennison Corp.  1,090,794    189,874
  Olin Corp.  2,912,100    124,405
  International Paper Co.  1,016,629     34,291
       1,381,724
Other (0.2%)
  SPDR S&P 500 ETF Trust    185,472     77,564
Real Estate (1.4%)
  Prologis Inc.  3,552,715    357,936
  Equity LifeStyle Properties Inc.  2,869,000    188,780
  Crown Castle Inc.  1,560,000    145,049
         691,765
Utilities (1.3%)
  Atmos Energy Corp.  2,210,000    237,929
  Xcel Energy Inc.  3,638,000    215,624
    Shares Market
Value

($000)
  PPL Corp.  8,773,815    215,573
         669,126
Total Common Stocks
(Cost $35,034,536)
48,271,164
Temporary Cash Investments (3.8%)
Money Market Fund (3.8%)
2,3 Vanguard Market Liquidity Fund, 5.420% (Cost$1,900,975) 19,014,811           1,901,291
Total Investments (99.7%) (Cost $36,935,511) 50,172,455
Other Assets and Liabilities—Net (0.3%) 137,760
Net Assets (100%) 50,310,215
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 $5,292,000.
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 $5,837,000 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 December 2023 3,219 677,962 (20,642)
  
See accompanying Notes, which are an integral part of the Financial Statements.
12

 

Windsor II Fund
Statement of Assets and Liabilities
As of October 31, 2023
($000s, except shares, footnotes, and per-share amounts) Amount
Assets  
Investments in Securities, at Value1  
Unaffiliated Issuers (Cost $35,034,536) 48,271,164
Affiliated Issuers (Cost $1,900,975) 1,901,291
Total Investments in Securities 50,172,455
Investment in Vanguard 1,799
Cash 1,838
Cash Collateral Pledged—Futures Contracts 36,790
Foreign Currency, at Value (Cost $673) 642
Receivables for Investment Securities Sold 236,022
Receivables for Accrued Income 51,305
Receivables for Capital Shares Issued 5,944
Variation Margin Receivable—Futures Contracts 4,349
Total Assets 50,511,144
Liabilities  
Payables for Investment Securities Purchased 156,392
Collateral for Securities on Loan 5,837
Payables to Investment Advisor 15,178
Payables for Capital Shares Redeemed 19,948
Payables to Vanguard 3,574
Total Liabilities 200,929
Net Assets 50,310,215
1 Includes $5,292,000 of securities on loan.  
At October 31, 2023, net assets consisted of:  
   
Paid-in Capital 34,940,088
Total Distributable Earnings (Loss) 15,370,127
Net Assets 50,310,215
 
Investor Shares—Net Assets  
Applicable to 264,618,856 outstanding $.001 par value shares of
beneficial interest (unlimited authorization)
10,381,062
Net Asset Value Per Share—Investor Shares $39.23
 
Admiral Shares—Net Assets  
Applicable to 573,675,749 outstanding $.001 par value shares of
beneficial interest (unlimited authorization)
39,929,153
Net Asset Value Per Share—Admiral Shares $69.60
  
See accompanying Notes, which are an integral part of the Financial Statements.
13

 

Windsor II Fund
Statement of Operations
  Year Ended
October 31, 2023
  ($000)
Investment Income  
Income  
Dividends1 948,284
Interest2 104,504
Securities Lending—Net 595
Total Income 1,053,383
Expenses  
Investment Advisory Fees—Note B  
Basic Fee 65,499
Performance Adjustment (5,032)
The Vanguard Group—Note C  
Management and Administrative—Investor Shares 23,003
Management and Administrative—Admiral Shares 55,350
Marketing and Distribution—Investor Shares 461
Marketing and Distribution—Admiral Shares 1,447
Custodian Fees 660
Auditing Fees 46
Shareholders’ Reports—Investor Shares 406
Shareholders’ Reports—Admiral Shares 246
Trustees’ Fees and Expenses 29
Other Expenses 59
Total Expenses 142,174
Expenses Paid Indirectly (121)
Net Expenses 142,053
Net Investment Income 911,330
Realized Net Gain (Loss)  
Investment Securities Sold2 1,900,402
Futures Contracts 84,074
Foreign Currencies 17
Realized Net Gain (Loss) 1,984,493
Change in Unrealized Appreciation (Depreciation)  
Investment Securities—Unaffiliated Issuers2 702,386
Futures Contracts (46,517)
Foreign Currencies 498
Change in Unrealized Appreciation (Depreciation) 656,367
Net Increase (Decrease) in Net Assets Resulting from Operations 3,552,190
1 Dividends are net of foreign withholding taxes of $21,384,000.
2 Interest income, realized net gain (loss), capital gain distributions received, and change in unrealized appreciation (depreciation) from an affiliated company of the fund were $103,304,000, $203,000, $5,000, and $54,000, respectively. Purchases and sales are for temporary cash investment purposes.
  
See accompanying Notes, which are an integral part of the Financial Statements.
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Statement of Changes in Net Assets
  Year Ended October 31,
  2023
($000)
2022
($000)
     
Increase (Decrease) in Net Assets    
Operations    
Net Investment Income 911,330 795,248
Realized Net Gain (Loss) 1,984,493 2,796,748
Change in Unrealized Appreciation (Depreciation) 656,367 (10,644,556)
Net Increase (Decrease) in Net Assets Resulting from Operations 3,552,190 (7,052,560)
Distributions    
Investor Shares (743,361) (1,012,782)
Admiral Shares (2,794,952) (3,567,050)
Total Distributions (3,538,313) (4,579,832)
Capital Share Transactions    
Investor Shares (380,550) (437,223)
Admiral Shares 253,217 1,926,529
Net Increase (Decrease) from Capital Share Transactions (127,333) 1,489,306
Total Increase (Decrease) (113,456) (10,143,086)
Net Assets    
Beginning of Period 50,423,671 60,566,757
End of Period 50,310,215 50,423,671
  
See accompanying Notes, which are an integral part of the Financial Statements.
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Windsor II Fund
Financial Highlights
Investor Shares          
For a Share Outstanding
Throughout Each Period 
Year Ended October 31,
2023 2022 2021 2020 2019
Net Asset Value, Beginning of Period $39.39 $48.48 $34.85 $37.22 $37.39
Investment Operations          
Net Investment Income1 .672 .585 .502 .551 .775
Net Realized and Unrealized Gain (Loss) on Investments 1.923 (6.039) 15.971 .607 2.628
Total from Investment Operations 2.595 (5.454) 16.473 1.158 3.403
Distributions          
Dividends from Net Investment Income (.647) (.566) (.516) (.635) (.844)
Distributions from Realized Capital Gains (2.108) (3.070) (2.327) (2.893) (2.729)
Total Distributions (2.755) (3.636) (2.843) (3.528) (3.573)
Net Asset Value, End of Period $39.23 $39.39 $48.48 $34.85 $37.22
Total Return2 7.02% -11.93% 49.42% 2.93% 10.82%
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $10,381 $10,747 $13,734 $10,997 $12,119
Ratio of Total Expenses to Average Net Assets3 0.34%4 0.34%4 0.34% 0.34% 0.33%
Ratio of Net Investment Income to Average Net Assets 1.69% 1.38% 1.15% 1.61% 2.20%
Portfolio Turnover Rate 17% 18% 20% 61% 32%
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 (0.01%), (0.01%), (0.00%), (0.01%), and (0.03%).
4 The ratio of expenses to average net assets for the period net of reduction from broker commission abatement arrangements was 0.34%.
  
See accompanying Notes, which are an integral part of the Financial Statements.
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Windsor II Fund
Financial Highlights
Admiral Shares          
For a Share Outstanding
Throughout Each Period 
Year Ended October 31,
2023 2022 2021 2020 2019
Net Asset Value, Beginning of Period $69.89 $86.03 $61.84 $66.06 $66.35
Investment Operations          
Net Investment Income1 1.248 1.098 .950 1.027 1.426
Net Realized and Unrealized Gain (Loss) on Investments 3.406 (10.716) 28.341 1.065 4.675
Total from Investment Operations 4.654 (9.618) 29.291 2.092 6.101
Distributions          
Dividends from Net Investment Income (1.204) (1.074) (.972) (1.178) (1.547)
Distributions from Realized Capital Gains (3.740) (5.448) (4.129) (5.134) (4.844)
Total Distributions (4.944) (6.522) (5.101) (6.312) (6.391)
Net Asset Value, End of Period $69.60 $69.89 $86.03 $61.84 $66.06
Total Return2 7.09% -11.86% 49.55% 3.00% 10.93%
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $39,929 $39,677 $46,833 $30,992 $34,022
Ratio of Total Expenses to Average Net Assets3 0.26%4 0.26%4 0.26% 0.26% 0.25%
Ratio of Net Investment Income to Average Net Assets 1.77% 1.46% 1.22% 1.69% 2.28%
Portfolio Turnover Rate 17% 18% 20% 61% 32%
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 (0.01%), (0.01%), (0.00%), (0.01%), and (0.03%).
4 The ratio of expenses to average net assets for the period net of reduction from broker commission abatement arrangements was 0.26%.
  
See accompanying Notes, which are an integral part of the Financial Statements.
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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.
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 by methods deemed by the valuation designee to represent fair value and subject to oversight 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.
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 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
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Windsor II Fund
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 year ended October 31, 2023, 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 virtually 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 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 and are 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, which 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
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Windsor II Fund
Operations. Any borrowings under either facility bear interest at an agreed-upon spread plus the higher of the federal funds effective rate, the overnight bank funding rate, or the Daily Simple Secured Overnight Financing Rate inclusive of an additional agreed-upon spread. However, 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 year ended October 31, 2023, 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. 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 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. Amounts related to these reclaims are recorded when there are no significant uncertainties as to the ultimate resolution of proceedings, the likelihood of receipt of these reclaims, and the potential timing of payment. Such tax reclaims and related professional fees, if any, are included in dividend income and other expenses, respectively.
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 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
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Windsor II Fund
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 year ended October 31, 2023, 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 $5,032,000 (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 October 31, 2023, the fund had contributed to Vanguard capital in the amount of $1,799,000, representing less than 0.01% of the fund’s net assets and 0.72% of Vanguard’s capital received pursuant to the FSA. The fund’s trustees and officers are also directors and employees, respectively, of Vanguard.
D. The fund has asked its investment advisors to direct certain security trades, subject to obtaining the best price and execution, to brokers who have agreed to rebate to the fund part of the commissions generated. Such rebates are used solely to reduce the fund’s management and administrative expenses. For the year ended October 31, 2023, these arrangements reduced the fund’s expenses by $121,000 (an annual rate of less than 0.01% of average net assets).
E. 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.
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Windsor II Fund
The following table summarizes the market value of the fund’s investments and derivatives as of October 31, 2023, based on the inputs used to value them:
  Level 1
($000)
Level 2
($000)
Level 3
($000)
Total
($000)
Investments        
Assets        
Common Stocks 46,774,306 1,496,858 48,271,164
Temporary Cash Investments 1,901,291 1,901,291
Total 48,675,597 1,496,858 50,172,455
Derivative Financial Instruments        
Liabilities        
Futures Contracts1 20,642 20,642
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.
F. Permanent differences between book-basis and tax-basis components of net assets are reclassified among capital accounts in the financial statements to reflect their tax character. These reclassifications have no effect on net assets or net asset value per share. As of period end, permanent differences primarily attributable to the accounting for applicable foreign currency transactions and distributions in connection with fund share redemptions were reclassified between the following accounts:
  Amount
($000)
Paid-in Capital 75,718
Total Distributable Earnings (Loss) (75,718)
Temporary differences between book-basis and tax-basis components of total distributable earnings (loss) arise when certain items of income, gain, or loss are recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. The differences are primarily related to the deferral of losses from wash sales; and the recognition of unrealized gains or losses from certain derivative contracts. As of period end, the tax-basis components of total distributable earnings (loss) are detailed in the table as follows:
  Amount
($000)
Undistributed Ordinary Income 756,088
Undistributed Long-Term Gains 1,447,777
Net Unrealized Gains (Losses) 13,166,262
Capital Loss Carryforwards
Qualified Late-Year Losses
Other Temporary Differences
Total 15,370,127
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Windsor II Fund
The tax character of distributions paid was as follows:
  Year Ended October 31,
  2023
Amount
($000)
2022
Amount
($000)
Ordinary Income* 864,330 1,414,463
Long-Term Capital Gains 2,673,983 3,165,369
Total 3,538,313 4,579,832
* Includes short-term capital gains, if any.
As of October 31, 2023, 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 37,006,227
Gross Unrealized Appreciation 15,768,673
Gross Unrealized Depreciation (2,602,444)
Net Unrealized Appreciation (Depreciation) 13,166,229
G. During the year ended October 31, 2023, the fund purchased $8,525,083,000 of investment securities and sold $11,430,575,000 of investment securities, other than temporary cash investments.
H. Capital share transactions for each class of shares were:
    
  Year Ended October 31,  
  2023   2022
  Amount
($000)
Shares
(000)
  Amount
($000)
Shares
(000)
Investor Shares          
Issued 321,789 8,059   594,292 13,465
Issued in Lieu of Cash Distributions 725,857 19,498   986,376 22,623
Redeemed (1,428,196) (35,765)   (2,017,891) (46,545)
Net Increase (Decrease)—Investor Shares (380,550) (8,208)   (437,223) (10,457)
Admiral Shares          
Issued 1,703,062 24,125   2,903,794 37,328
Issued in Lieu of Cash Distributions 2,612,310 39,534   3,344,538 43,301
Redeemed (4,062,155) (57,683)   (4,321,803) (57,306)
Net Increase (Decrease)—Admiral Shares 253,217 5,976   1,926,529 23,323
I. Significant market disruptions, such as those caused by pandemics (e.g., COVID-19 pandemic), natural or environmental disasters, war (e.g., Russia’s invasion of Ukraine), acts of terrorism, or other events, can adversely affect local and global markets and normal market operations. Any such disruptions could have an adverse impact on the value of the fund’s investments and fund performance.
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Windsor II Fund
To the extent the fund’s investment portfolio reflects concentration in a particular market, industry, sector, country or asset class, the fund may be adversely affected by the performance of these concentrations and may be subject to increased price volatility and other risks.
The use of derivatives may expose the fund to various risks. Derivatives can be highly volatile, and any initial investment is generally small relative to the notional amount so that transactions may be leveraged in terms of market exposure. A relatively small market movement may have a potentially larger impact on derivatives than on standard securities. Leveraged derivatives positions can, therefore, increase volatility. Additional information regarding the fund’s use of derivative(s) and the specific risks associated is described under significant accounting policies.
J. Management has determined that no events or transactions occurred subsequent to October 31, 2023, that would require recognition or disclosure in these financial statements.
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Report of Independent Registered Public Accounting Firm
To the Board of Trustees of Vanguard Windsor Funds and Shareholders of Vanguard Windsor II Fund
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Vanguard Windsor II Fund (one of the funds constituting Vanguard Windsor Funds, referred to hereafter as the "Fund") as of October 31, 2023, the related statement of operations for the year ended October 31, 2023, the statement of changes in net assets for each of the two years in the period ended October 31, 2023, including the related notes, and the financial highlights for each of the five years in the period ended October 31, 2023 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of October 31, 2023, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended October 31, 2023 and the financial highlights for each of the five years in the period ended October 31, 2023 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of October 31, 2023 by correspondence with the custodian, transfer agent and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
/s/PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
December 19, 2023
We have served as the auditor of one or more investment companies in The Vanguard Group of Funds since 1975.
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Tax information (unaudited)
For corporate shareholders, 52.5%, or if subsequently determined to be different, the maximum percentage allowable by law, of ordinary income (dividend income plus short-term gains, if any) for the fiscal year qualified for the dividends-received deduction.
The fund hereby designates $864,283,000, or if subsequently determined to be different, the maximum amount allowable by law, as qualified dividend income for individual shareholders for the fiscal year.
The fund hereby designates $26,001,000, or if subsequently determined to be different, the maximum amount allowable by law, of interest earned from obligations of the U.S. government which is generally exempt from state income tax.
For nonresident alien shareholders, 100% of short-term capital gain dividends distributed by the fund for the fiscal year are qualified short-term capital gains.
The fund distributed $2,731,429,000 as capital gain dividends (20% rate gain distributions) to shareholders during the fiscal year.
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The People Who Govern Your Fund
The trustees of your mutual fund are there to see that the fund is operated and managed in your best interests since, as a shareholder, you are a part owner of the fund. Your fund’s trustees also serve on the board of directors of The Vanguard Group, Inc., which is owned by the Vanguard funds and provides services to them. 
A majority of Vanguard’s board members are independent, meaning that they have no affiliation with Vanguard or the funds they oversee, apart from the sizable personal investments they have made as private individuals. The independent board members have distinguished backgrounds in business, academia, and public service. Each of the trustees and executive officers oversees 205 Vanguard funds.
Information for each trustee and executive officer of the fund appears below. That information, as well as the Vanguard fund count, is as of the date on the cover of this fund report. The mailing address of the trustees and officers is P.O. Box 876, Valley Forge, PA 19482. More information about the trustees is in the Statement of Additional Information, which can be obtained, without charge, by contacting Vanguard at 800-662-7447, or online at vanguard.com.
Interested Trustee1
Mortimer J. Buckley
Born in 1969. Trustee since January 2018. Principal occupation(s) during the past five years and other experience: chairman of the board (2019–present) of Vanguard and of each of the investment companies served by Vanguard; chief executive officer (2018–present) of Vanguard; chief executive officer, president, and trustee (2018–present) of each of the investment companies served by Vanguard; president and director (2017–present) of Vanguard; and president (2018–present) of Vanguard Marketing Corporation. Chief investment officer (2013–2017), managing director (2002–2017), head of the Retail Investor Group (2006–2012), and chief information officer (2001–2006) of Vanguard. Member of the board of governors of the Investment Company Institute and the board of governors of FINRA.
Independent Trustees
Tara Bunch
Born in 1962. Trustee since November 2021. Principal occupation(s) during the past five years and other experience: head of global operations at Airbnb (2020–present). Vice president of AppleCare (2012–2020). Member of the board of directors of Out & Equal, the advisory board of the University of California, Berkeley School of Engineering, and the advisory board of Santa Clara University’s Leavey School of Business.
Emerson U. Fullwood
Born in 1948. Trustee since January 2008. Principal occupation(s) during the past five years and other experience: executive chief staff and marketing officer for North America and corporate vice president (retired 2008) of Xerox Corporation (document management products and services). Former president of the Worldwide Channels Group, Latin America, and Worldwide Customer Service and executive chief staff officer of Developing Markets of Xerox. Executive in residence and 2009–2010 Distinguished Minett Professor at the Rochester Institute of Technology. Member of the board of directors of the University of Rochester Medical Center, the Monroe Community College Foundation, the United Way of Rochester, North Carolina A&T University, Roberts Wesleyan College, and the Rochester Philharmonic Orchestra. Trustee of the University of Rochester.                               
F. Joseph Loughrey
Born in 1949. Trustee since October 2009. Principal occupation(s) during the past five years and other experience: president and chief operating officer (retired 2009) and vice chairman of the board (2008–2009) of Cummins Inc. (industrial machinery). Director of the V Foundation. Member of the advisory council for the College of Arts and Letters at the University of Notre Dame. Chairman of the board of Saint Anselm College.
Mark Loughridge
Born in 1953. Trustee since March 2012. Principal occupation(s) during the past five years and other experience: senior vice president and chief financial
 
1  Mr. Buckley is considered an “interested person,” as defined in the Investment Company Act of 1940, because he is an officer of the Vanguard funds.

 

officer (retired 2013) of IBM (information technology services). Fiduciary member of IBM’s Retirement Plan Committee (2004–2013), senior vice president and general manager (2002–2004) of IBM Global Financing, vice president and controller (1998–2002) of IBM, and a variety of other prior management roles at IBM. Member of the Council on Chicago Booth.
Scott C. Malpass
Born in 1962. Trustee since March 2012. Principal occupation(s) during the past five years and other experience: chief investment officer (retired 2020) and vice president (retired 2020) of the University of Notre Dame. Chair of the board of Catholic Investment Services, Inc. (investment advisors). Member of the board of superintendence of the Institute for the Works of Religion, the Notre Dame 403(b) Investment Committee, and the board of directors of Paxos Trust Company (finance).
Deanna Mulligan
Born in 1963. Trustee since January 2018. Principal occupation(s) during the past five years and other experience: chief executive officer of Purposeful (advisory firm for CEOs and C-level executives; 2021–present). Board chair (2020), chief executive officer (2011–2020), and president (2010–2019) of The Guardian Life Insurance Company of America. Chief operating officer (2010–2011) and executive vice president (2008–2010) of Individual Life and Disability of the Guardian Life Insurance Company of America. Director of DuPont. Member of the board of the Economic Club of New York. Trustee of the Partnership for New York City (business leadership), Chief Executives for Corporate Purpose, and the NewYork-Presbyterian Hospital.
André F. Perold
Born in 1952. Trustee since December 2004. Principal occupation(s) during the past five years and other experience: George Gund Professor of Finance and Banking, Emeritus at the Harvard Business School (retired 2011). Chief investment officer and partner of HighVista Strategies (private investment firm). Member of the board of RIT Capital Partners (investment firm).
Sarah Bloom Raskin
Born in 1961. Trustee since January 2018. Principal occupation(s) during the past five years and other experience: deputy secretary (2014–2017) of the United States Department of the Treasury. Governor (2010–2014) of the Federal Reserve Board. Commissioner (2007–2010) of financial regulation for the State of Maryland. Colin W. Brown Distinguished Professor of the Practice of Law, Duke Law School (2021–present); Rubenstein Fellow, Duke University (2017–2020); Distinguished Fellow of the Global Financial Markets Center, Duke Law School (2020–2022); and Senior Fellow, Duke Center on Risk
(2020–present). Partner of Kaya Partners (climate policy advisory services). Member of the board of directors of Arcadia (energy solution technology).
Grant Reid
Born in 1959. Trustee since July 2023. Principal occupation(s) during the past five years and other experience: chief executive officer and president (2014–2022) and member of the board of directors (2015–2022) of Mars, Incorporated (multinational manufacturer). Member of the board of directors of Marriott International, Inc. Chair of Agribusiness Task Force, Sustainable Markets Initiative.
David Thomas
Born in 1956. Trustee since July 2021. Principal occupation(s) during the past five years and other experience: president of Morehouse College (2018–present). Professor of business administration, emeritus at Harvard University (2017–2018). Dean (2011–2016) and professor of management (2016–2017) at the Georgetown University McDonough School of Business. Director of DTE Energy Company. Trustee of Common Fund.
Peter F. Volanakis
Born in 1955. Trustee since July 2009. Principal occupation(s) during the past five years and other experience: president and chief operating officer (retired 2010) of Corning Incorporated (communications equipment) and director of Corning Incorporated (2000–2010) and Dow Corning (2001–2010). Director (2012) of SPX Corporation (multi-industry manufacturing). Overseer of the Amos Tuck School of Business Administration, Dartmouth College (2001–2013). Member of the BMW Group Mobility Council.

 

Executive Officers
Jacqueline Angell
Born in 1974. Principal occupation(s) during the past five years and other experience: principal of Vanguard. Chief compliance officer (November 2022–present) of Vanguard and of each of the investment companies served by Vanguard. Chief compliance officer (2018–2022) and deputy chief compliance officer (2017–2019) of State Street.
Christine M. Buchanan
Born in 1970. Principal occupation(s) during the past five years and other experience: principal of Vanguard. Chief financial officer (2021–present) and treasurer (2017–2022) of each of the investment companies served by Vanguard. Partner (2005–2017) at KPMG (audit, tax, and advisory services).
John Galloway
Born in 1973. Principal occupation(s) during the past five years and other experience: principal of Vanguard. Investment stewardship officer (September 2020–present) of each of the investment companies served by Vanguard. Head of Investor Advocacy (February 2020–present) and head of Marketing Strategy and Planning (2017–2020) at Vanguard. Special assistant to the President of the United States (2015).
Ashley Grim
Born in 1984. Principal occupation(s) during the past five years and other experience: treasurer (February 2022–present) of each of the investment companies served by Vanguard. Fund transfer agent controller (2019–2022) and director of Audit Services (2017–2019) at Vanguard. Senior manager (2015–2017) at PriceWaterhouseCoopers (audit and assurance, consulting, and tax services).
Jodi Miller
Born in 1980. Principal occupation(s) during the past five years and other experience: principal of Vanguard. Finance director (2022–present) of each of the investment companies served by Vanguard. Head of Enterprise Investment Services (2020–present), head of Retail Client Services and Operations (2020–2022), and head of Retail Strategic Support (2018–2020) at Vanguard.
Anne E. Robinson
Born in 1970. Principal occupation(s) during the past five years and other experience: general counsel (2016–present) of Vanguard. Secretary (2016–present) of Vanguard and of each of the investment companies served by Vanguard. Managing director (2016–present) of Vanguard. Managing director and general counsel of Global Cards and Consumer Services (2014–2016) at Citigroup. Counsel (2003–2014) at American Express. Nonexecutive director (2022–present) of the board of National Grid (energy).
Michael Rollings
Born in 1963. Principal occupation(s) during the past five years and other experience: finance director (2017–present) and treasurer (2017) of each of the investment companies served by Vanguard. Managing director (2016–present) of Vanguard. Chief financial officer (2016–present) of Vanguard. Director (2016–present) of Vanguard Marketing Corporation. Executive vice president and chief financial officer (2006–2016) of MassMutual Financial Group.
Vanguard Senior Management Team
Matthew Benchener Thomas M. Rampulla
Joseph Brennan Karin A. Risi
Mortimer J. Buckley Anne E. Robinson
Gregory Davis Michael Rollings
John James Nitin Tandon
Chris D. Mclsaac Lauren Valente

 

Connect with Vanguard®>vanguard.com
Fund Information > 800-662-7447
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Institutional Investor Services > 800-523-1036
Text Telephone for People Who Are Deaf or Hard of Hearing > 800-749-7273
This material may be used in conjunction with the offering of shares of any Vanguard fund only if preceded or accompanied by the fund’s current prospectus.
All comparative mutual fund data are from Morningstar, Inc., unless otherwise noted.
You can obtain a free copy of Vanguard’s proxy voting guidelines by visiting vanguard.com/proxyreporting or by calling Vanguard at 800-662-2739. The guidelines are also available from the SEC’s website, www.sec.gov. In addition, you may obtain a free report on how your fund voted the proxies for securities it owned during the 12 months ended June 30. To get the report, visit either vanguard.com/proxyreporting or www.sec.gov.
You can review information about your fund on the SEC’s website, and you can receive copies of this information, for a fee, by sending a request via email addressed to publicinfo@sec.gov.
Source for Bloomberg indexes: Bloomberg Index Services Limited. Copyright 2023, Bloomberg. All rights reserved.
CFA® is a registered trademark owned by CFA Institute.
© 2023 The Vanguard Group, Inc.
All rights reserved.
Vanguard Marketing Corporation, Distributor.
Q730 122023

 

Item 2: Code of Ethics.

 

The Registrant has adopted a code of ethics that applies to the Registrant’s principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The Code of Ethics was amended during the reporting period covered by this report to make certain technical, non-material changes.

 

Item 3: Audit Committee Financial Expert.

 

All members of the Audit Committee have been determined by the Registrant’s Board of Trustees to be Audit Committee Financial Experts and to be independent: F. Joseph Loughrey, Mark Loughridge, Sarah Bloom Raskin, and Peter F. Volanakis.

 

Item 4: Principal Accountant Fees and Services.

 

(a)Audit Fees.

 

Audit Fees of the Registrant.

 

Fiscal Year Ended October 31, 2023: $90,000
Fiscal Year Ended October 31, 2022: $82,000

 

Aggregate Audit Fees of Registered Investment Companies in the Vanguard Group.

 

Fiscal Year Ended October 31, 2023: $9,326,156
Fiscal Year Ended October 31, 2022: $10,494,508

 

Includes fees billed in connection with audits of the Registrant, other registered investment companies in the Vanguard complex, The Vanguard Group, Inc., and Vanguard Marketing Corporation.

 

(b)Audit-Related Fees.

 

Fiscal Year Ended October 31, 2023: $3,295,934
Fiscal Year Ended October 31, 2022: $2,757,764

 

Includes fees billed in connection with assurance and related services provided to the Registrant, other registered investment companies in the Vanguard complex, The Vanguard Group, Inc., and Vanguard Marketing Corporation.

 

(c)Tax Fees.

 

Fiscal Year Ended October 31, 2023: $1,678,928
Fiscal Year Ended October 31, 2022: $5,202,689

 

Includes fees billed in connection with tax compliance, planning, and advice services provided to the Registrant, other registered investment companies in the Vanguard complex, The Vanguard Group, Inc., and Vanguard Marketing Corporation.

 

(d)All Other Fees.

 

Fiscal Year Ended October 31, 2023: $25,000
Fiscal Year Ended October 31, 2022: $298,000

 

Includes fees billed for services related to tax reported information provided to the Registrant, other registered investment companies in the Vanguard complex, The Vanguard Group, Inc., and Vanguard Marketing Corporation.

 

(e)           (1) Pre-Approval Policies. The policy of the Registrant’s Audit Committee is to consider, and, if appropriate, approve before the principal accountant is engaged for such services, all specific audit and non-audit services provided to: the Registrant, other registered investment companies in the Vanguard complex, The Vanguard Group, Inc., and entities controlled by The Vanguard Group, Inc. that provide ongoing services to the Registrant. In making a determination, the Audit Committee considers whether the services are consistent with maintaining the principal accountant’s independence.

 

 

 

 

In the event of a contingency situation in which the principal accountant is needed to provide services in between scheduled Audit Committee meetings, the Chairman of the Audit Committee would be called on to consider and, if appropriate, pre-approve audit or permitted non-audit services in an amount sufficient to complete services through the next Audit Committee meeting, and to determine if such services would be consistent with maintaining the accountant’s independence. At the next scheduled Audit Committee meeting, services and fees would be presented to the Audit Committee for formal consideration, and, if appropriate, approval by the entire Audit Committee. The Audit Committee would again consider whether such services and fees are consistent with maintaining the principal accountant’s independence.

 

The Registrant’s Audit Committee is informed at least annually of all audit and non-audit services provided by the principal accountant to the Vanguard complex, whether such services are provided to: the Registrant, other registered investment companies in the Vanguard complex, The Vanguard Group, Inc., or other entities controlled by The Vanguard Group, Inc. that provide ongoing services to the Registrant.

 

(2) No percentage of the principal accountant’s fees or services were approved pursuant to the waiver provision of paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

 

(f)            For the most recent fiscal year, over 50% of the hours worked under the principal accountant’s engagement were not performed by persons other than full-time, permanent employees of the principal accountant.

 

(g)           Aggregate Non-Audit Fees.

 

Fiscal Year Ended October 31, 2023: $1,703,928
Fiscal Year Ended October 31, 2022: $5,500,689

 

Includes fees billed for non-audit services provided to the Registrant, other registered investment companies in the Vanguard complex, The Vanguard Group, Inc., and Vanguard Marketing Corporation.

 

(h)           For the most recent fiscal year, the Audit Committee has determined that the provision of all non-audit services was consistent with maintaining the principal accountant’s independence.

 

Item 5: Audit Committee of Listed Registrants.

 

The Registrant is a listed issuer as defined in rule 10A-3 under the Securities Exchange Act of 1934 (“Exchange Act”). The Registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Registrant’s audit committee members are: F. Joseph Loughrey, Mark Loughridge, Sarah Bloom Raskin, and Peter F. Volanakis.

 

 

 

 

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 during the period covered by this report, 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)Code of Ethics filed herewith.
(a)(2)Certifications filed herewith.
(a)(2)Certifications filed 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: December 21, 2023

 

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: December 21, 2023
     
  VANGUARD WINDSOR FUNDS
     
BY: /s/ CHRISTINE BUCHANAN*  
  CHRISTINE BUCHANAN  
  CHIEF FINANCIAL OFFICER  

 

Date: December 21, 2023

 

* By: /s/ Anne E. Robinson  

 

Anne E. Robinson, pursuant to a Power of Attorney  filed on July 21, 2023 (see File Number 33-53683) and to a Power of Attorney  filed on March 29, 2023 (see File Number 2-11444), Incorporated by Reference.

 

 

 

EX-99.CODE ETH 2 tm234376d1_ex99-codeeth.htm EXHIBIT 99.CODE ETH

 

Exhibit 99.CODEETH

 

 

 

Access Person Code of Conduct

 

Effective Date: 01 March 2022 | Contact: Code_of_Ethics@vanguard.com

 

 

Background – Why This Access Person Code of Conduct Matters 

 

Vanguard was founded with a singular focus on clients and serving their best interests, and this has been the foundation of our strong ethical culture. One way in which we consistently seek to earn and maintain the trust and loyalty of our clients is by adhering to the highest standards of ethical behavior. Acting with integrity and complying with applicable laws and regulations necessarily extends to your conduct in general and to your personal investing and trading activities in particular.

 

Some crew and contingent workers at Vanguard, by virtue of their role or department, are designated as an “Access Person” (i.e., an Advisor Access Person, Fund Access Person, or Investment Access Person) because they or their department are authorized to know about present or future transactions by Vanguard funds, or have the authority to influence those transactions, or otherwise have access to sensitive market or client activity. Because of that knowledge, authority, and access, Access Persons are subject to additional standards of business conduct, stricter personal investment rules, and greater oversight, among other things. These standards and rules, as set forth in this Access Person Code of Conduct (APCC)1, have been adopted with the goals of ensuring we comply with applicable law and avoiding conflicts of interest or the appearance of conflicts of interest. This is especially true regarding any potential conflicts of interest that could arise between the securities trading that Vanguard undertakes on behalf of the Vanguard funds or our clients and the personal securities trading by crew, contingent workers, and their household or family members.

 

Policy Coverage

 

To Whom Does the APCC Apply? 

 

This policy2 applies to all crew members and contingent workers globally who are in a role that has been designated as an “Access Person” role. Certain provisions of this policy also apply to Associated Persons. 

 

Are you an Access Person? Visit Appendix A to learn whether the role you’re in is an Access Person role, and if so, which Access Person “designation” applies.

 

What about Non-Access Persons? Any crew member or contingent worker who is not in a role that has been designated as an Access Person role is a “Non-Access Person” and must comply with the Personal Investment Activity Policy for Non-Access Persons, not this policy.

 

Are you a contingent worker? A “contingent worker” is any person other than a crew member who provides services to or on behalf of Vanguard through staffing firms, consulting

 

 

 

1 The APCC constitutes the code of ethics that the Vanguard funds have adopted in compliance with U.S. SEC Rules 17j-1 and 204A-1.

 

2 The APCC is a policy that has been created and approved, and is governed, similar to other policies at Vanguard. As used herein, references to “this policy” mean the APCC.

 

Page 1 of 37

 

 

 

 

firms, service providers, or as independent contractors. Like crew, a contingent worker can be in either an Access Person or Non-Access Person role.

 

What about Associated Persons? For U.S. crew and contingent workers who are Associated Persons (to reiterate, not Access Persons, but Associated Persons) under FINRA rules and regulations, please note you have additional investment-related obligations under the FINRA Licensing Policy, including the Securities Account Reporting Obligations for Associated Persons. Please review and comply with those documents, as well.

 

Policy Overview 

 

There are four primary sections to this policy: 

 

Section 1 – Standards of Business Conduct, sets forth rules and expectations regarding your behavior and conduct. 

 

Section 2 – Personal Investment Activities, contains rules on how you and your Household or Family Members may own and trade securities for your own personal benefit. Note that some of these rules differ based on your Access Person designation. While the details are set forth in Section 2, at a high level there are four subsections applicable to you and your personal investment activities: 

A – Reminders on who is covered 

B – Brokerage firms you may use 

C – Disclosure obligations 

D – Investment and trading restrictions  

 

Section 3 – Penalties and Sanctions, describes how violations of this policy are addressed and enforced.

 

Section 4 – Defined terms, provides definitions for the capitalized terms used in this policy.

 

Please carefully read the rest of this policy and ensure you understand and comply with its terms. Understanding and following this policy is one of the most important ways we can ensure our clients’ interests always come first.

 

Be sure you are familiar with the following other Vanguard policies that relate to your ethical conduct and personal investment activities:

 

·       Standards of Conduct Policy

·       Conflicts of Interest Policy

·       Insider Trading Policy

·       Outside Business Activity Policy

 

Please also ensure you are familiar with Vanguard’s Code of Ethical Conduct

 

 

Policy Requirements 

 

Section 1 – Standards of Business Conduct 

 

Everyone at Vanguard is expected to promote high standards of integrity and manage the company’s affairs honestly and ethically. We all have a personal responsibility to conduct ourselves

 

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in a manner that reflects a commitment to ethics and compliance with all applicable laws and regulations. Doing so is part and parcel of Vanguard’s mission to “take a stand for all investors, to treat them fairly, and to give them the best chance for investment success.”

 

Putting these values into practice means having and adhering to expected standards of business conduct. The Vanguard policy that explains these standards is the Standards of Conduct Policy, which is incorporated herein by reference. You must comply with that policy, including the following standards of conduct that are explained therein:

 

1.Always put Vanguard clients’ interests first and treat them fairly. 
2.Avoid conflicts of interest. 
3.Be candid and clear with clients and provide them with accurate information. 
4.Comply with applicable laws, rules, regulations, and policies. 
5.Comply with applicable professional standards. 
6.Complete mandatory training and regularly certify that you are compliant with our policies. 
7.Maintain accurate, timely, and complete business records. 
8.Protect against fraud. 
9.Lead by example. 
10.Speak up. 

 

At Vanguard, you are expected to always do the right thing. It sounds simple and it’s usually very clear what doing the right thing entails. But sometimes it isn’t. How do you make the best choice when facing difficult or unclear circumstances? How do you navigate an ethical dilemma?

 

In those situations, you should pause and reflect, and then work through the following “ethical decision-making guide.” This guide will help you consider important questions before deciding whether or how to proceed with an action. It is not a substitute for this or any policy, and it may not tell you exactly what to do in every situation, but it can be used as a tool to help guide you when you face an ethical dilemma or a complex situation where the answer might not be clear.

 

If you’re still in doubt as you work through the decision-making guide, err on the side of caution—ask questions, elevate the issue, and enlist the help of others to ensure we reach the right answer every time for Vanguard and our clients.

 

 

Page 3 of 37

 

 

 

 

Speaking Up – As mentioned above, you are encouraged to help protect our clients, crew, and Vanguard by reporting concerns about ethics, financial or business integrity, information security and privacy, workplace practices, or alleged violations of policy, regulation, or law. Indeed, speaking up is one of the most effective ways to help ensure Vanguard maintains its high standards for ethics and compliance. To that end, if you become aware that you or anyone else violated any of the terms of this policy, you must contact Compliance immediately.

 

Likewise, it is your responsibility to know whether the role you are in is designated as an Access Person, and if so, which Access Person designation applies to you (visit the Appendix A to learn more). It is also your responsibility to know the policies and trading restrictions that apply to you accordingly, and to ask questions if you are unsure.

 

Section 2 – Personal Investment Activities 

 

Introduction 

 

Vanguard recognizes the importance to crew and contingent workers of being able to manage and develop their own financial resources through long-term investments and strategies. With that in mind, the rules and requirements set forth in this policy have been adopted with the goals of (1) ensuring we comply with all applicable laws and regulations, and (2) avoiding any conflicts of interest, or any appearances of conflicts of interest, between the securities trading that Vanguard undertakes on behalf of Vanguard funds or our clients and the personal securities trading or investing by crew, contingent workers, or their Household or Family Members (defined in Section 4, below). Our industry and Vanguard have implemented certain standards and limitations designed to minimize these conflicts and help ensure that we focus on meeting our duty to clients.

 

Granted, the rules in this policy are demanding and strict and they may feel like an imposition. But at Vanguard, we take our ethical obligations very seriously, and the rules in this policy are intended to ensure that trading on behalf of Vanguard funds and clients are given priority over trading for your personal accounts, and that trades for your personal accounts do not adversely affect trades for our funds or clients.

 

Similarly, keep in mind that you must comply with applicable securities laws and must avoid taking personal advantage of your knowledge of securities activity in Vanguard funds or client accounts.

 

This policy includes specific restrictions on personal investing but cannot anticipate every fact pattern or situation. You should adhere to the spirit, and not just the letter, of this policy.

 

Compliance will keep all records relating to personal account trading as confidential as necessary. Information will be accessible within Compliance and may be reported to senior management or HR. Records may also need to be made available to Internal Audit and/or any regulator. All non-U.S. crew and contingent workers are required to sign a data consent / data privacy notice.

 

The Compliance Department reserves the right to monitor any and all investment or trading activity by you or by any Household or Family Member based on any information or system to which it has access.

 

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Checklist 

 

Given the complexity of this policy and the steps you must take to ensure you remain in compliance with it, we have created this brief checklist to help you keep track of your obligations. This is merely a summary, so be sure to comply with the full terms of this policy as well.

 

Checklist item  Where this topic is covered in this policy 
¨       I know my Access Person “designation,” and I am aware that this policy applies not only to me but also to my Household or Family Members Subsection 2-A – Who Is Covered Under this Policy 
¨       For the region where I work, I know what brokerage firm I and my Household or Family Members may use to maintain the accounts where I or they hold and trade Reportable Securities Subsection 2-B – Brokerage Firms You May Use 
¨       For my Access Person designation, I know the initial and ongoing account and holdings disclosure obligations that apply to me and my Household or Family Members Subsection 2-C – Disclosure Obligations 
¨       For my Access Person designation, I know the rules and limitations for transacting securities in my personal accounts and those of my Household or Family Members Subsections 2-D-1 and 2-D-2 – Investment and Trading Restrictions 
¨       For Fund Access Person and Investment Access Person designations, I know how to seek trade preclearance Subsection 2-D-3 – How to Seek and Abide by Preclearance Requirements 
¨       I know the penalties and sanctions that may apply for violations of any of the requirements under this policy Section 3 – Penalties and Sanctions 
¨       I understand the meaning of the defined terms used in this policy  Section 4 – Defined Terms 

 

 

Quick Tip: 

 

The rules in this policy cover most of the personal investing situations you are likely to find. Yet it’s always possible you will encounter a situation that isn’t fully addressed by the rules. If that happens, you need to know what to do. The easiest way to make sure you are making the right decision is to follow these three principles: 

 

1. Know the policy. If you think your situation isn’t covered, check again. It never hurts to take a second look at the rules. 

 

2. Seek guidance. Asking questions is always appropriate. Talk with your manager or contact Compliance if you’re not sure about the policy requirements or how they apply to your situation. 

 

3. Use sound judgment. Analyze the situation and weigh the options. Think about how your decision would look to someone outside of Vanguard. 

 

 

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Note for crew in China: 

 

Because you may not have access to MCO, different systems and procedures are in place for you to disclose accounts and holdings. Please consult with your manager or the China Compliance team to learn more.

 

Subsection 2-A – Who Is Covered Under this Policy 

 

As stated in the introduction to this policy, above, this policy applies to all crew members and contingent workers globally who are in a role that has been designated as an “Access Person” role.

 

Access Persons are covered – This policy applies to crew and contingent worker Access Persons and, in certain instances, to their Household or Family Members.

 

oAccess Persons – Please note that the specific trading prohibitions and reporting requirements vary depending on your Access Person “designation,” meaning Advisor Access Person, Fund Access Person, or Investment Access Person. To learn the Access Person designation that applies to your role, visit Appendix A. Note further that, regardless of your designation, the Compliance Department has the authority, with appropriate notice to you, to apply to you any or all of the trading restrictions within this policy

 

oHousehold or Family Members – Certain aspects of this policy apply not only to you but to your Household or Family Members, as well. Why? Doing so is required by applicable law and regulations in many jurisdictions. It is also consistent with industry best practices and helps Vanguard ensure we are effectively monitoring and guarding against conflicts of interest and other issues. See Section 4, below, for the definition of Household or Family Members in the region where you work.

 

Non-Access Persons are not covered – If the role you are in is not an Access Person role, you do not need to comply with this policy; instead, with regard to your personal investments, you must comply with the Personal Investment Activity Policy for Non-Access Persons (and other applicable policies). Note, however, that in the event a Non-Access Person is a Household or Family Member of an Access Person, then the terms of this policy will apply to the Non-Access Person as a Household or Family Member hereunder and any conflicting terms of this policy will take precedence over the Personal Investment Activity Policy for Non-Access Persons.

 

Associated Persons also have obligations under other policies and documents – For U.S. crew and contingent workers who are deemed to be Associated Persons (to reiterate, not Access Persons, but Associated Persons) under the FINRA Licensing Policy, you have certain obligations under this policy and have additional investment-related obligations under the FINRA Licensing Policy and the Securities Account Reporting Obligations for Associated Persons.

 

Your designation may change – Keep in mind that your Access Person designation may change over time, for instance if you change roles, if there are changes made in your department, or if the Compliance Department determines a designation change is appropriate. You are advised to regularly consult the My Ethics and Compliance Resource Center available on CrewNet to check your designation. 

 

Subsection 2-B – Brokerage Firms You May Use 

 

The terms of Subsection 2-B apply to all Access Person designations.

 

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The following requirements and restrictions on which brokerage firms you may use to hold and transact Reportable Securities apply to you based on whether you are a crew member or contingent worker and where you work:

 

 

U.S. Crew:

Crew who are Access Persons employed in the U.S., and their Household or Family Members (parts (a) and (b) of that defined term only), must maintain and trade all Reportable Securities in a Vanguard Brokerage Account (VBA). This obligation does not apply to any Household or Family Members covered under part (c) of that defined term. See the Defined Terms in Section 4, below, for all definitions.

 

Securities or investments that are not “Reportable Securities” may be held in a brokerage account at the firm of your choice.

 

Employer-sponsored retirement accounts (e.g., 401(k) and 403(b)), 529 college savings plans, and Compliance-approved accounts (e.g., Approved Managed Accounts) may be held in a brokerage account at the firm of your choice. However, if you hold any Reportable Securities through any of those accounts, then such accounts are considered Covered Accounts under this policy and you are required to disclose them to Compliance under Subsection 2-C of this policy.

 

Newly hired U.S. crew who are Access Persons, and their Household or Family Members (parts (a) and (b) of that defined term only), must transfer any existing applicable Reportable Securities to a VBA by submitting a request or other applicable paperwork with Vanguard and each firm at which you have an existing applicable brokerage account within 60 days of your joining Vanguard. Visit Vanguard.com > Personal Investors > Open an Account to transfer assets from another firm to Vanguard. 

 

For a more detailed list of Securities that must be held in a VBA, as well as Securities that may be held elsewhere, visit the Appendices C-F.  

 

Ex-U.S. Crew:

Crew who are Access Persons employed outside the U.S., and their Household or Family Members, may maintain Reportable Securities (as well as Securities or investments that are not Reportable Securities) in a brokerage account or other type of account at the firm of their choice

 

Contingent Workers, Globally

Contingent workers who are Access Persons may maintain Reportable Securities (as well as Securities or investments that are not Reportable Securities) in a brokerage account at the firm of their choice

 

 

Subsection 2-C – Disclosure Obligations 

 

The terms of this Subsection 2-C apply to all Access Person designations and to all Associated Persons.

 

This policy requires the disclosure of a variety of account and holdings information to the Compliance Department for monitoring and oversight. This policy requires (1) an initial disclosure of information, and (2) periodic ongoing disclosures. Even if you do not have any personal brokerage

 

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account holdings or do not trade in Reportable Securities, you are still required to complete the necessary initial and periodic disclosures.

 

1. Initial Disclosure of Accounts and Holdings

 

Within ten (10) calendar days of joining Vanguard, or if applicable within ten (10) calendar days of moving from a Non-Access Person role at Vanguard into an Access Person role, all Access Persons and Associated Persons must disclose the following to Compliance:

 

(a) All Covered Accounts and all Reportable Securities held by you or a Household or Family Member;

 

(b) All Covered Accounts in which you exercise Investment Discretion;

 

(c) All Covered Accounts over which you exercise control (e.g., agent authority (full or limited), trustee, power of attorney authority, etc.);

 

(d) All accounts in which you have, or will acquire, Beneficial Ownership of Securities; and

 

(e) All accounts held by you and any Household or Family Member in which there are college saving plan products (including, in the U.S., 529 plans), annuity products, or other insurance products that, in turn, hold or invest in Vanguard Funds.

 

This includes Brokerage Accounts held at Vanguard, as well as those held at another financial institution. For clarity, you do not need to disclose an account or submit transaction confirmations or statements if the account does not have the ability to hold Securities – for example, a traditional checking, savings, or deposit account with a bank, credit union, or building society for holding cash would not need to be disclosed.

 

This information must be current as of no more than 45 calendar days before joining Vanguard.

 

To make this initial disclosure, you will receive an Initial Certification assignment by email to complete which will include a section to disclose Covered Accounts and all Reportable Securities by including account information in the “Account Attestation” section of the assignment and uploading corresponding account statements via MCO. You must complete and submit the Initial Certification within ten (10) calendar days of receiving it; the failure to do so may be considered a violation of this policy.

 

Note: We use an application called MyComplianceOffice, or MCO, to help manage this policy. You may use MCO to disclose accounts and holdings, and to secure trading permissions, if those obligations apply to you. Visit My Ethics and Compliance Resource Center on CrewNet for resources on how to access and use MCO

 

 

2. Ongoing Disclosure of Accounts, Transactions, and Duplicate Statements

 

After the Initial Disclosure, Access Persons and Associated Persons may need to disclose account and transaction information to Compliance on a periodic basis regarding Covered Accounts and any transactions in Reportable Securities made by you and your Household or Family Members.

 

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Further, if at any time you or a Household or Family Member subsequently:

 

·open, or intend to open, a Covered Account with a financial institution (e.g., broker, dealer, advisor, or any other professional money manager), or
·acquire holdings in Reportable Securities, or
·have a preexisting Covered Account (including a Vanguard Brokerage Account) that becomes associated with you or a Household or Family Member (such as through marriage or inheritance or some other life event),

 

or there becomes an account in which you acquire Beneficial Ownership of Securities, then you must notify Compliance as soon as possible (and in any event within 10 calendar days) and disclose these Covered Accounts and Reportable Securities by listing them and including associated information in the Accounts tab in MCO.

 

For U.S. crew, keep in mind that, as explained in Section 2-B of this policy above, you and your Household or Family Members (parts (a) and (b) of that defined term only) must maintain Reportable Securities in a VBA.

 

What and how to disclose this information:

 

·For VBAs disclosed by U.S. crew as required under this policy, Compliance will receive transaction confirmations automatically. No additional action by you is needed to disclose transactions of Reportable Securities in VBAs you have disclosed.

 

·For Covered Accounts and holdings of Reportable Securities held outside of Vanguard (including in any account that would require disclosure under Section 2-C(1) of this policy), it is your responsibility to ensure that duplicate statements and transaction confirmations are available to or delivered to Compliance:
oBecause Vanguard has file feed contracts in place with many brokerage firms worldwide, for many Covered Accounts you disclose the holdings and transactions information will be sent to Compliance electronically with no additional action needed by you.
oFor Covered Accounts held at firms where Vanguard does not have a file feed in place, you must do the following:
§Contact the firm where your Covered Account is held and take steps to send duplicate statements and daily transaction confirmations (electronic or paper) to Vanguard. You do this often by making Vanguard Compliance an interested party and having duplicate statements and confirmations sent to the third party scanning service Vanguard uses, called “Earth Class Mail” at this address: Vanguard, c/o TerraNua, 9450 SW Gemini Drive #37880, Beaverton, OR, 97008-7105.
§If the firm where your Covered Account is held is not able to send statements and daily transaction confirmations (electronic or paper) to Vanguard, you are required to scan and upload copies into the Trading Documents folder in MCO immediately after you receive them, unless you receive an exemption from this requirement from Compliance. You must ensure the documents you upload clearly show the firm/institution at which the account is held, the account number or ID, the account owner, and the account type.

 

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·If Compliance does not receive the information automatically via a file feed, you will receive email notifications on a calendar quarterly basis to complete a Quarterly Securities Transaction Report and thereby disclose Covered Accounts and Reportable Securities, via MCO. You must complete and submit that assignment within 30 calendar days; the failure to do so may be considered a violation of this policy.
·On an annual basis (usually in January or February), you will receive an assignment from Compliance in which you must certify, among other things, that all Covered Accounts and Reportable Securities are recorded accurately in MCO.

 

3.  Additional notes related to disclosures under this policy: 

 

·For clarity, you do not need to disclose an account or submit transaction confirmations or statements if the account does not have the ability to hold Securities (for example, a traditional checking, savings, or deposit account with a bank, credit union, or building society for holding cash would not need to be disclosed). 
·As stated above, U.S. crew and contingent workers who are Associated Persons are also required to comply with and are subject to the FINRA Licensing Policy and Securities Account Reporting Obligations. 
·The Compliance Department will keep personal trading information confidential, but please note that such information may be accessible to authorized personnel within Compliance and may be reported to or summarized for senior management, HR, or the OGC for investigative purposes. Applicable records may also be provided to internal or external auditors and/or to any regulator if required. All ex-U.S. crew and contingent workers are required to sign a data consent / data privacy notice.
·Please note that crew and contingent workers in Australia are required to disclose all transactions in VIA funds in MCO in the same manner as is required for Reportable Securities.

 

Subsection 2-D – Investment and Trading Restrictions 

 

This Subsection 2-D contains three segments: 

 

Segment 2-D-1 applies to all Access Person designations.

 

Segment 2-D-2 has terms and requirements that differ based on your Access Person designation.

 

oSegment 2-D-2(a): Advisor Access Person requirements
oSegment 2-D-2(b): Fund Access Person requirements
oSegment 2-D-2(c): Investment Access Person requirements

 

Segment 2-D-3 explains how to seek and abide by preclearance requirements, if applicable to your activity.

 

Segment 2-D-1: Rules and Limitations applicable to all Access Person designations

 

The terms of this Segment 2-D-1 apply to all Access Person designations.

 

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(a)General Obligations

 

i)Comply with the law:

 

(1)You must comply with all applicable securities-related rules and laws.
(2)You may not engage in conduct that is deceitful, fraudulent, or manipulative, or that involves false or misleading statements, in connection with the purchase or sale of a Security by a Vanguard Fund or Vanguard Client account or otherwise.
(3)You may not intentionally, recklessly, or negligently circulate false information or rumors that may affect the securities markets or may be perceived as market manipulation.

 

ii)Use of Information:

 

(1)You may not take personal advantage of knowledge of recent, impending, or planned Securities activities of the Vanguard Funds or their investment advisors or any Vanguard Client. You are prohibited from purchasing or selling—directly or indirectly—any Security or Related Security when you know that the Security is being purchased or sold, or considered for purchase or sale, by a Vanguard Fund (with the exception of an index fund) or by a Vanguard Client.
(2)You are subject to and must comply with the Insider Trading Policy and/or any similar policy of the Vanguard affiliate or region for which you work. Each of these policies is considered an integral part of your obligations under this policy. Each policy prohibits you from buying or selling any Security while in possession of material, nonpublic information about the issuer of the Security. The policies also prohibit you from communicating any nonpublic information about any Security or issuer of Securities to third parties.
(3)You must comply with the Confidential Information Policy, including that you may not share information with any third party about any planned, upcoming, or recently executed trading activity by any Vanguard Fund or Vanguard Client unless such information is publicly available through no action by you.

 

iii)Fund policies and excessive trading:

 

(1)When purchasing, exchanging, or redeeming shares of a Vanguard Fund, you must adhere to the policies and standards set forth in the fund’s prospectus, or offering document, including policies on market-timing and frequent trading.
(2)Excessive trading in Covered Accounts is strongly discouraged. The Compliance Department reserves the right to monitor trading across all of your Covered Accounts, and may conduct scrutiny of any trades in your Covered Accounts where such trading may appear excessive in nature (including, but not limited to, if the number of trades is so frequent as to potentially impact your ability to carry out your assigned responsibilities or the trades involve positions that are disproportionate to your net assets). If Compliance in its sole discretion determines you have engaged in excessive trading, then Compliance may limit the number of trades allowed in your Covered Accounts during a given period. This Section 2-D-1(a)(iii)(2) does not apply to transactions in an Approved Managed Account.

 

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iv)Beneficial ownership and discretion:

 

(1)The terms and restrictions of this policy apply to all Securities in which you have acquired or will acquire Beneficial Ownership.
(2)You must comply with these investment and trading restrictions with respect to any account you own as well as any account over which you have Investment Discretion or in which you have the authority to transact.

 

v)No circumventionYou are not permitted to assist, aid, or enable any other person in doing anything that you are prohibited from doing under this policy.

 

vi)Waivers:

 

(1)The Chief Compliance Officer may grant exceptions to this policy, including preclearance, other trading restrictions, and certain reporting requirements on a case-by-case basis if it is determined that (1) the proposed conduct involves no opportunity for abuse, (2) the proposed conduct does not conflict with Vanguard’s interests, and (3) not granting an exception would result in an unfair or unjust outcome.
(2)The Chief Compliance Officer may waive the applicability of this policy for a contingent worker if the policy’s requirements are covered through the applicable service provider’s contract with Vanguard.

 

 

(b)Rules regarding specific investments or investment types:

 

i)Use of derivatives:

 

(1)You and your Household or Family Members may not use a derivative to avoid or circumvent a rule or requirement set forth in this policy. If something is prohibited by these rules, then it is also against these rules to effectively accomplish the same thing by using a derivative. This includes futures, options, and other types of derivatives.
(2)You and your Household or Family Members are permitted to trade futures or options on commodities.

 

ii)IPOs and ICOs:

 

(1)You and your Household or Family Members are prohibited from acquiring Securities in an Initial Public Offering (IPO) or Secondary Offering.
(2)You and your Household or Family Members are prohibited from participating in an Initial Coin Offering (ICO).

 

iii)Private Placements:

 

(1)You and your Household or Family Members are not permitted to invest in securities offered to potential investors in a Private Placement or other limited investment offering without first obtaining preclearance from Compliance.
(2)You must provide documentation describing the investment (e.g., offering memorandum, subscription documents, etc.) so as to enable Compliance to conduct a thorough review of the investment.

 

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(3)Approval by Compliance may be granted or denied after a review of the facts and circumstances, including whether:
·An investment in the securities is likely to result in future conflicts with Vanguard Client accounts.
·You are being offered the opportunity due to your employment at, or association with, Vanguard.
(4)If you or your Household or Family Members receive approval to purchase Securities in a Private Placement, you must immediately inform Compliance if that Security goes to public offer or is pending listing on an exchange.
(5)To initiate the process for obtaining preclearance of a Private Placement, complete the Outside Business Activity request form (the form for U.S. crew is in LARS, and for ex-U.S. crew is in MCO).

 

iv)  SPACs – You and your Household or Family Members are prohibited from acquiring a SPAC at any stage of its lifecycle (i.e., pre-IPO, IPO, pre-merger, post-merger).

 

v)  Short-Selling – You are prohibited from selling short any Security that you do not own or from otherwise engaging in short-selling activities.

 

vi)  Limit Orders – Same-day limit orders are permitted; however, good 'til cancelled orders (such as limit orders that stay open over the course of multiple trading days until a security reaches a specified market price) are not permitted.

 

vii) Digital Currencies and Related Investments – Refer to the Trading and Reporting Requirements for Digital Currency Investments and Activities for details on which digital currency account and product types are permitted, and what must be disclosed, under this policy.

 

(c)Short term trading in a Vanguard Fund (other than Vanguard ETFs): 

 

i)    Compliance may monitor trading in Vanguard Funds, other than Vanguard ETFs, and will review situations where Vanguard Fund shares are redeemed within 30 calendar days of purchase (a “short-term trade”). You may be required to relinquish to Vanguard any profit made on a short-term trade and will be subject to disciplinary action if Compliance determines the short-term trade was detrimental to a Vanguard Fund or a Vanguard Client or that there is a history of frequent trading by you or your Household or Family Members. For purposes of this paragraph:

 

(1)A redemption includes a redemption by any means, including an exchange out of a Vanguard Fund.
(2)This policy does not cover purchases and redemptions/sales (i) into or out of Vanguard money market funds, Vanguard short-term bond funds, or (ii) through an Automatic Investment Program.

 

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ii)  Nothing in this section is intended to replace, nullify, or modify any requirements imposed by a Vanguard Fund.

 

Segment 2-D-2: Specific Limitations and Prohibitions that Apply Based on Access Person Designation

 

The terms and requirements of this Segment 2-D-2 are in addition to the terms and requirement of Segment 2-D-1, and you must comply with the portions of this Segment 2-D-2 that apply to your Access Person designation. Note, an Access Person designation can apply to crew members or contingent workers.

 

Segment 2-D-2(a): Advisor Access Person requirements

 

The following terms and requirements apply to Advisor Access Persons only and are in addition to the terms and requirements of Segment 2-D-1:

 

Securities transactions for which you must obtain preclearance (meaning, approval from Compliance before transacting)

None. You are not required to obtain preclearance of any Covered Securities transactions by you or your Household or Family Members, except Private Placements as described above.

Prohibited Securities transactions

In addition to Segment 2-D-1, you are subject to the following restrictions with respect to any transaction in which you will acquire any direct or indirect Beneficial Ownership:

 

·    Short-Term Trading. You are prohibited from purchasing and then selling any Covered Security at a profit, as well as selling and then repurchasing a Covered Security at a lower price, within 60 calendar days. A last-in/first-out accounting methodology will be applied to a series of Security purchases when applying this rule. (Note, as stated, this is based on last-in/first-out accounting regardless of how you placed the trade or plan to report it for tax purposes.) If you realize profits on short-term trades, you will be required to relinquish the profits to Vanguard (exclusive of commissions). In addition, the trade will be recorded as a violation of this policy. For example: you would not be permitted to sell a Covered Security at $12 that you purchased within the prior 60 days for $10. Similarly, you would not be permitted to purchase a Covered Security at $10 that you had sold within the prior 60 days for $12.

 

·    Short-term trading on options. You may hold options on a Covered Security until you exercise the options or the options expire. However, you may not otherwise close any open positions within 60 calendar days. If you realize profits on such short-term trades, you must relinquish such profits to Vanguard (exclusive of commissions). In addition, the trade will be recorded as a violation of this policy. Note: These types of transactions can have unintended consequences.

 

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For example, your call option could be assigned, causing the underlying Security to be called away within sixty (60) calendar days following the purchase of the Covered Security.

 

  Visit the Appendix C for a table summarizing the trading and reporting requirements for Advisor Access Persons.

 

Segment 2-D-2(b): Fund Access Person requirements 

 

The following terms and requirements apply to Fund Access Persons only and are in addition to the terms and requirements of Segment 2-D-1:

 

Securities transactions for which you must obtain preclearance (meaning, approval from Compliance before transacting)

Yes, you must obtain, for yourself and on behalf of your Household or Family Members, preclearance for any transaction of a Covered Security by you or any Household or Family Member.

 

See Segment 2-D-3, below, for instructions on how to seek preclearance.

Securities transactions that do not require preclearance

You are not required to obtain preclearance for the following:

 

·     Purchases or sales of Vanguard Funds.

·     Purchases or sales where the person requesting preclearance has no direct or indirect influence or control over the account (e.g., you have a trust in your name but you are not the trustee who places the transaction, provided you have granted Investment Discretion to the trustee and there has been no prior communication between you and the trustee regarding the transaction).

·    Corporate actions in Covered Securities such as stock dividends, stock splits, mergers, consolidations, spin-offs, or other similar corporate reorganizations or distributions.

·     Purchases or sales made as a part of an Automatic Investment Program.

·     Purchases effected upon the exercise of Rights which were issued by an issuer pro rata to all holders of a class of its Securities, to the extent such Rights were acquired from such issuer.

·    Acquisitions of Covered Securities through gifts or bequests.

 

Visit the Appendix D for a table summarizing the trading and reporting requirements for Fund Access Persons.

Is preclearance required for trades in an Approved Managed Account?

No, you are not required to seek preclearance of a transaction in a Covered Security in an Approved Managed Account so long as you have no prior communication with the portfolio manager of that account in connection with that transaction.

 

Note, Vanguard PAS accounts generally do not qualify as Approved Managed Accounts because PAS account owners generally retain some level of investment discretion. Further, any

 

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  trades of Covered Securities in a PAS account must be precleared under this policy.

“Blackout period” restrictions that may apply to personal trading in Covered Securities

You may be subject to certain restrictions if you purchase or sell a Covered Security within seven (7) days before or after a Vanguard Fund purchases or sells the same Covered Security or a Related Security (the “blackout period”).

 

Purchasing or selling before a Vanguard Fund:

 

·     If you purchase a Covered Security within seven days before a Vanguard Fund purchases the same Covered Security or a Related Security, you may be required to hold the Covered Security for 6 months before being permitted to sell the Covered Security for a profit.

·     If you sell a Covered Security within seven days before a Vanguard Fund sells the same Covered Security or a Related Security, you may be required to relinquish to Vanguard any profits earned from your sale of the Covered Security (exclusive of commissions), where profits are calculated based on the price that the Vanguard Fund received for selling the Covered Security or a Related Security. Note: Compliance will review your sale to determine if the relinquishment is required. This decision will be based on several factors, such as your role, access to fund trades, and the Covered Security sold.

 

Purchasing or selling after a Vanguard Fund:

 

·     In general, you will not receive preclearance to purchase a Covered Security within seven days after a Vanguard Fund trades the same Covered Security or a Related Security. If you execute the transaction without receiving preclearance, you will have violated this policy and must immediately sell the Covered Security and relinquish all profits received from the sale to Vanguard (exclusive of commissions).

·     In general, you will not receive preclearance to sell a Covered Security within seven days after a Vanguard Fund trades the same Covered Security or a Related Security. If you execute the transaction without receiving preclearance, you will have violated this policy and must relinquish to Vanguard the difference (exclusive of commissions) between the sale price you received and the Vanguard Fund's sale price (as long as your sales price is higher), multiplied by the number of shares you sold.

 

In addition to these restrictions, local law may dictate the extent to which any gains must be relinquished.

 

Compliance may exempt from these restrictions certain trades during blackout periods that coincide with trading by certain Vanguard Funds (e.g., index funds).

 

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The blackout period restrictions set forth above will not apply to a Fund Access Person’s sale of stock of any issuer which has a market capitalization that exceeds US$5 billion (or local currency equivalent), provided that the total value of any sales of the Security by the Fund Access Person do not exceed US$10,000 (or local currency equivalent) in any 30-day rolling period. Sales of securities of issuers with market capitalizations below US$5 billion, or that exceed US$10,000 in any 30-day rolling period, will continue to be subject to the blackout periods unless Compliance grants a waiver.

 

Compliance may waive the blackout period as it applies to the sale of a Covered Security if the Chief Compliance Officer determines its application creates a significant hardship to you (e.g., you need cash for a home purchase or to cover a major medical expense) and, in the opinion of the Chief Compliance Officer, satisfies the requirements for a waiver in the Waivers paragraph of Segment 2-D-1, above. Request and complete a Hardship Waiver Request Form. 

Prohibited Securities transactions

In addition to Segment 2-D-1, you are subject to the following restrictions with respect to any transaction in which you will acquire any direct or indirect Beneficial Ownership:

 

·     Futures and Options. You are prohibited from entering into, acquiring, or selling any Futures contract (including single stock futures) or any Option on any Security (including Options on ETFs, Digital Utility Tokens, Digital Security Tokens, and Digital Currencies).

 

·    Short-Term Trading. You are prohibited from purchasing and then selling any Covered Security at a profit, as well as selling and then repurchasing a Covered Security at a lower price, within 60 calendar days. A last-in/first-out accounting methodology will be applied to a series of Security purchases when applying this rule. (Note, as stated, this is based on last-in/first-out accounting regardless of how you placed the trade or plan to report it for tax purposes.) If you realize profits on short-term trades, you will be required to relinquish the profits to Vanguard (exclusive of commissions). In addition, the trade will be recorded as a violation of this policy. Example: You are not permitted to sell a security at $12 that you purchased within the prior 60 days for $10. Similarly, you are not permitted to purchase a security at $10 that you sold within the prior 60 days for $12.

 

·    Spread Bets. You are prohibited from participating in Spread Betting on Securities, indexes, interest rates, currencies, or commodities.

 

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Segment 2-D-2(c): Investment Access Person requirements 

 

The following terms and requirements apply to Investment Access Persons only and are in addition to the terms and requirements of Segment 2-D-1:

 

Securities transactions for which you must obtain preclearance (meaning, approval from Compliance before transacting)

Yes, you must obtain, for yourself and on behalf of your Household or Family Members, preclearance for any transaction of (i) a Covered Security, or (ii) a Vanguard ETF, by you or any Household or Family Member.

 

See Segment 2-D-3, below, for instructions on how to seek preclearance.

 

Securities transactions that do not require preclearance

You are not required to obtain preclearance for the following:

 

·        Purchases or sales of Vanguard Funds. (Reminder: The purchase or sale of Vanguard ETFs does require preclearance.)

·        Purchases or sales where the person requesting preclearance has no direct or indirect influence or control over the Covered Security (e.g., you have a trust in your name but you are not the trustee who places the transaction, provided you have granted Investment Discretion to the trustee and there has been no prior communication between you and the trustee regarding the transaction).

·        Corporate actions in Covered Securities such as stock dividends, stock splits, mergers, consolidations, spin-offs, or other similar corporate reorganizations or distributions.

·        Purchases or sales made as a part of an Automatic Investment Program.

·        Purchases effected upon the exercise of Rights which were issued by an issuer pro rata to all holders of a class of its Securities, to the extent such Rights were acquired from such issuer.

·        Acquisitions of Covered Securities through gifts or bequests.

 

Visit the Appendix for a table summarizing the trading and reporting requirements for Investment Access Persons. 

 

Is preclearance required for trades in an Approved Managed Account?

No, you are not required to seek preclearance of a transaction in a Covered Security in an Approved Managed Account so long as you have no prior communication with the portfolio manager of that account in connection with that transaction.

 

Note, Vanguard PAS accounts generally do not qualify as Approved Managed Accounts because PAS account owners generally retain some level of investment discretion. Further, any trades of Covered Securities (but not trades of Vanguard ETFs) in a PAS account must be precleared under this policy. 

 

 

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“Blackout period” restrictions that may apply to personal trading in Covered Securities

You may be subject to certain restrictions if you purchase or sell a Covered Security within seven (7) days before or after a Vanguard Fund purchases or sells the same Covered Security or a Related Security (the “blackout period”).

 

Purchasing or selling before a Vanguard Fund:

 

·        If you purchase a Covered Security within seven days before a Vanguard Fund purchases the same Covered Security or a Related Security, you may be required to hold the Covered Security for 6 months before being permitted to sell the Covered Security for a profit.

·        If you sell a Covered Security within seven days before a Vanguard Fund sells the same Covered Security or a Related Security, you may be required to relinquish to Vanguard any profits earned from your sale of the Covered Security (exclusive of commissions), where profits are calculated based on the price that the Vanguard Fund received for selling the Covered Security or a Related Security.

 

Purchasing or selling after a Vanguard Fund:

 

·        In general, you will not receive preclearance to purchase a Covered Security within seven days after a Vanguard Fund trades the same Covered Security or a Related Security. If you execute the transaction without receiving preclearance, you will have violated this policy and must immediately sell the Covered Security and relinquish all profits received from the sale to Vanguard (exclusive of commissions).

·        In general, you will not receive preclearance to sell a Covered Security within seven days after a Vanguard Fund trades the same Covered Security or a Related Security. If you execute the transaction without receiving preclearance, you will have violated this policy and must relinquish to Vanguard the difference (exclusive of commissions) between the sale price you received and the Vanguard Fund’s sale price (as long as your sales price is higher), multiplied by the number of shares you sold.

 

In addition to these restrictions, local law may dictate the extent to which any gains must be relinquished.

 

Compliance may exempt from these restrictions certain trades during blackout periods that coincide with trading by certain Vanguard Funds (e.g., index funds).

 

Compliance may waive the blackout period as it applies to the sale of a Covered Security if the Chief Compliance Officer determines its application creates a significant hardship to you (e.g., you need cash for a home purchase or to cover a major medical expense) and, in the opinion of the Chief Compliance Officer, satisfies the requirements for a waiver in the Waivers

 

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paragraph of Segment D-1, above. Request and complete a Hardship Waiver Request Form.

 

Prohibited Securities transactions 

In addition to Segment 2-D-1, you are subject to the following restrictions with respect to any transaction in which you will acquire any direct or indirect Beneficial Ownership:

 

Futures and Options. You are prohibited from entering into, acquiring, or selling any Futures contract (including single stock futures) or any Option on any Security (including Options on ETFs, Digital Utility Tokens, Digital Security Tokens, and Digital Currencies).

 

Short-Term Trading. You are prohibited from purchasing and then selling any Covered Security or a Vanguard ETF at a profit, as well as selling and then repurchasing a Covered Security or a Vanguard ETF at a lower price, within 60 calendar days. A last-in/first-out accounting methodology will be applied to a series of Security purchases when applying this rule. (Note, as stated, this is based on last-in/first-out accounting regardless of how you placed the trade or plan to report it for tax purposes.) If you realize profits on short-term trades, you will be required to relinquish the profits to Vanguard (exclusive of commissions). In addition, the trade will be recorded as a violation of this policy. Example: You are not permitted to sell a security at $12 that you purchased within the prior 60 days for $10. Similarly, you are not permitted to purchase a security at $10 that you sold within the prior 60 days for $12.

 

Spread Bets. You are prohibited from participating in Spread Betting on Securities, indexes, interest rates, currencies, or commodities.

 

 

Segment 2-D-3:  How to Seek and Abide by Preclearance Requirements 

 

If you are required to obtain preclearance of any trade or transaction under this policy, then the terms of this Segment 2-D-3 apply to that trade or transaction.

 

Preclearance representations.

 

By seeking preclearance, you will be deemed to be advising and representing to Compliance that you:

 

·Do not possess any material, nonpublic information relating to the security.
·Do not use knowledge of any proposed trade or investment program relating to the Vanguard Funds for personal benefit.
·Believe the proposed trade is available to any market participant on the same terms.

 

How do I obtain preclearance?

 

Preclearance must be obtained via the “Personal Trade Pre-Clearance” path in MCO. Once the required information is submitted, your preclearance request will usually be approved or denied

 

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immediately. Transactions in Covered Securities (including, for Investment Access Persons, transactions in Vanguard ETFs) may not be executed before you receive approval.

 

As a reminder, preclearance of Private Placements is addressed in Segment 2-D-1 of this policy, above.

 

Attempting to gain approval after the transaction has occurred is not permitted. Completing a personal trade before receiving approval or after the approval window expires constitutes a violation of this policy. See Section 3 of this policy for more information regarding the sanctions that may be imposed as a result of a violation.

 

How long is my preclearance approval valid?

 

In the U.S.: Preclearance approval will expire at the end of the trading day on which it is issued (e.g., if you receive approval for a trade on Monday, it is effective until the market closes on that Monday).  Preclearance for permitted limit orders is good for transactions on the same day that approval is granted only.  If you receive approval for a limit order, it must be executed or expire at the close of regular trading on the same business day for which approval was granted.  If you wish to execute the limit order after the close of regular trading on the day you received approval, you must submit a new preclearance request for the day you wish to execute the trade.

 

Outside the U.S.: If you receive approval, transactions must be executed no later than the end of trading on the next business day after the preclearance is granted. If the transaction is not placed within that time, you must submit a new request for approval before placing the transaction. If you preclear a limit order, that limit order must either be executed or expire at the end of the next business day. If you want to execute the order after the next business day period expires, you must resubmit your preclearance request. 

 

Section 3 – Penalties and Sanctions 

 

How we enforce this policy 

 

The Compliance Department regularly reviews the forms, reports, and other information it receives. If these reviews turn up information that is incomplete, questionable, or potentially in violation of this policy, the Compliance Department will investigate the matter and may contact you. If it is determined that you or any of your Household or Family Members have violated this policy, the Compliance Department or another appropriate party may take action.

 

Violations 

 

If the Compliance Department determines that there has been a violation, you may be subject to penalties and sanctions as described in this policy and otherwise as described in the Disciplinary Action Policy and, for crew and contingent workers in Australia, the Managing Misconduct Policy. The Compliance Department will generally utilize a rolling 24-month period when evaluating whether and how to sanction a violation. Any violation of this policy may result in disciplinary action up to and including termination of employment.

 

Vanguard takes all policy violations seriously and at times provides the Vanguard Funds’ board with a summary of actions taken in response to material violations of this policy and other policies. You should be aware that other securities laws and regulations not addressed by this policy may also apply to you, depending upon your role at Vanguard.

 

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Exceptions 

 

The Chief Compliance Officer or designee retains the discretion to interpret and grant exceptions to this policy and to decide how the rules apply to any given situation for the purpose of protecting the funds and being consistent with the general principles of this policy and the Code of Ethical Conduct.

 

In cases where exceptions to this policy are noted and you may qualify for them, you need to get prior written approval from the Compliance Department. If you believe that you have a situation that warrants an exception that is not discussed in this policy, you may submit a written request to the Compliance Department, which will consider your request and notify you of the outcome.

 

Section 4 – Defined Terms 

 

The following definitions apply throughout this policy:

 

Access Person Any person designated as an Investment Access Person, Fund Access Person, or Advisor Access Person.
Approved Managed Account An investment account where (i) the account is owned by an investor and overseen by a hired professional money manager, (ii) the investor has no trading discretion on the account, and (iii) Compliance has approved it as an Approved Managed Account.
Associated Person Any person who conducts securities business on behalf of Vanguard Marketing Corporation (VMC). This includes all FINRA-licensed contingent workers, as well as non-licensed contingent workers who perform certain operational and administrative functions for VMC.
Automatic Investment Program  A program in which regular periodic purchases (or withdrawals) are made automatically in (or from) Investment accounts, according to a predetermined schedule and allocation. An Automatic Investment Program includes a dividend reinvestment plan.
Bankers’ Acceptance A time draft drawn on a commercial bank by a borrower usually in connection with an international commercial transaction. Bankers’ Acceptances are usually guaranteed by the bank.
Beneficial Ownership

The opportunity to directly or indirectly—through any contract, arrangement, understanding, relationship, or otherwise—share at any time in any economic interest or profit derived from an ownership of or a transaction in a Security. For clarity, what you are deemed to have Beneficial Ownership of includes the following:

 

·        Any Security owned individually by you.

·        Any Security owned by a Household or Family Member.

·        Any Security owned in joint tenancy, as tenants in common, or in other joint ownership arrangements.

·        Any Security in which a Household or Family Member has Beneficial Ownership if the Security is held in a Covered Account over which you have decision making authority (for example, you act as a trustee, executor, or guardian or you provide Investment advice).

·        Your interest as a general partner or manager/member in Securities held by a general or limited partnership or limited liability company.

 

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·        Your interest as a member of an Investment club or an organization that is formed for the purpose of investing in a pool of monies or Securities.

·        Your ownership of Securities as a trustee of a trust in which either you or a Household or Family Member has a vested interest in the principal or income of the trust or your ownership of a vested interest in a trust.

·        Securities owned by a corporation which is directly or indirectly controlled by, or under common control with, such person.

Bond  A debt obligation issued by a corporation, government, or government agency that entails repayment of the principal amount of the obligation at a future date, usually with interest.
Certificate  In Germany, a right or obligation issued by a bank where the payout profile or benefit of ownership depends upon or is tied to the performance of an agreed-upon underlying asset or security. 
Certificate of Deposit (CD)  An insured, interest-bearing deposit at a bank that requires the depositor to keep the money invested for a specified period.
Commercial Paper A promissory note issued by a large company in need of short-term financing.
Covered Account Any Vanguard Fund account, any brokerage account, and any other type of account that holds, or is capable of holding, Reportable Securities.
Covered Security

Any Security (including through an IPO), but not including any:

 

·         Direct Obligations of a Government;

·         Bankers' Acceptances, Certificates of Deposit (CD), Commercial Paper, and High-Quality Short-Term Debt Instruments, including Repurchase Agreements;

·         Shares issued by Open-End Funds (although for European subsidiaries, this is limited to UCITS schemes, a non-UCITS retail scheme, or another fund subject to supervision under the law of an European Economic Area (EEA) state which is an index fund or which requires an equivalent level of risk spreading in their assets);

·         Life policies;

·         ETFs;

·         ETNs; or

·         Digital Currencies.

Debenture An unsecured debt obligation backed only by the general credit of the borrower.
Digital Currency A digital asset that: (1) serves solely as a store of value, a medium of exchange, or a unit of account; (2) is not issued or guaranteed by any jurisdiction, central bank, or public authority; (3) relies on algorithmic techniques to regulate the generation of new units of the digital asset; and (4) has transactions involving the digital asset recorded on a decentralized network or distributed ledger (e.g., blockchain). Common examples of a Digital Currency are Bitcoin and Ether. A Digital Currency is distinguishable from a Digital Security Token or a Digital Utility Token.
Digital Security Token

Any digital asset that is not a Digital Currency or Digital Utility Token. In general, a Digital Security Token may: (1) derive its value primarily from, or represent an interest in, a separate asset or pool of assets; or (2) represent an interest in an enterprise or venture. A Digital Security Token may provide owners or holders with voting rights, rights to distributions, or other rights associated with ownership. Digital Security

 

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Tokens are generally held for speculative investment purposes and not to provide holders with access to a particular network, product, or service. Digital Security Tokens, like other investments, are generally not used as a medium of exchange.

Note, whether or not an asset is a Digital Security Token depends on specific facts and circumstances. Merely referring to an asset as a Digital Currency or Digital Utility Token does not prevent the asset from being a Digital Security Token. Furthermore, an asset may be a Digital Security Token even if it has some purported utility. Please contact Compliance if you have any questions regarding whether an asset is a Digital Security Token.

Digital Utility Token  A digital asset that (1) provides access to a particular network, product, or service; (2) derives its value primarily from providing access to a particular network, product, or service; and (3) does not function as a Digital Currency or Digital Security Token. 
Direct Obligation of a Government  A debt that is backed by the full taxing power of any government. These Securities are generally considered to be of the very highest quality. 
ETF or Exchange-Traded Fund  An investment with characteristics of both mutual funds and individual stocks. Many ETFs track an index, a commodity, or a basket of assets. Unlike mutual funds, ETFs can be traded throughout the day. ETFs often have lower expense ratios but must be purchased and sold through a broker, which means you may incur commissions.
ETN or Exchange-Traded Note  A senior, unsecured, unsubordinated debt Security issued by a financial institution, whose returns are based on the performance of an underlying index and backed only by the credit of the issuer. ETNs have a maturity date, but typically pay no periodic coupon interest and offer no principal protection. At maturity an ETN investor receives a cash payment linked to the performance of the corresponding index, less fees.
Futures / Futures Contract  A contract to buy or sell specific amounts of a commodity or financial instrument (such as grain, a currency, including foreign currencies and Digital Currencies (e.g., Bitcoin), a Digital Security Token, or an index) for an agreed-upon price at a certain time in the future. Sometimes the arrangements in a contract prescribe that settlements are made through cash payments, rather than the delivery of physical goods or Securities; this is called Contract for Difference.
High-Quality Short-Term Debt Instrument  An instrument that has a maturity at issuance of less than 366 days and is rated in one of the two highest ratings categories by a nationally recognized statistical rating organization, or an instrument that is unrated but determined by Vanguard to be of comparable quality.
Household or Family Member (U.S., Australia, Canada, China, Hong Kong, and Mexico) 

For the U.S., Australia, Canada, China, Hong Kong, and Mexico regions, the term “Household or Family Member” includes:

 

a)     Your spouse or domestic partner (an unrelated adult with whom you share your home and contribute to each other's support);

b)     Any child of yours or of your spouse or domestic partner, provided that the child resides in the same household as or is financially dependent upon you; or

c)     Any other individual over whose accounts you have control (e.g., agent authority (full or limited), trustee, power of attorney authority) and to whose financial support you materially contribute.

 

 

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  For purposes of parts (a) and (b) of this definition, those persons may not be deemed Household or Family Members under this policy if you demonstrate, to the satisfaction of the Compliance Department, that you derive no economic benefit from, and exercise no control over, that person’s accounts.
Household or Family Member (Europe)  For Europe crew members, the term “Household or Family Member” includes your spouse, domestic partner (an unrelated adult with whom you share your home and contribute to each other's support), and minor children, as well as relatives whether by blood, adoption, or marriage (e.g., children, grandchildren, siblings, parents, parents-in-law, stepchildren) residing in the same household for at least one year prior to the date of the personal transaction.
Initial Coin Offering (ICO)  An initial offer or sale of Digital Currencies or Digital Security Tokens. Note, whether or not an offering is an ICO depends on specific facts and circumstances. Please contact Compliance before participating in an initial offering of a Digital Currency, Digital Security Token, or Digital Utility Token
Initial Public Offering (IPO)  A corporation's first offering of common stock to the public.
Investment Contract  Any contract, transaction, or scheme whereby a person invests money in a common enterprise and is led to expect profits solely from the efforts of the promoter or third party.
Investment Discretion  The authority an individual may exercise, with respect to investment control or trading discretion, on another person's account (e.g., executor, trustee, power of attorney).
Non-Access Person  Any person in a role that has not been designated as an Access Person role.
Note  A financial security that generally has a longer term than a bill, but a shorter term than a Bond. However, the duration of a note can vary significantly and may not always fall neatly into this categorization. Notes are similar to Bonds in that they are sold at, above, or below face (par) value; make regular interest payments; and have a specified term until maturity.
Open-End Fund  A mutual fund that has an unlimited number of shares available for purchase.
Option  The right, but not the obligation, to buy (for a call option) or sell (for a put option) a specific amount of a given stock, commodity, currency, including foreign currencies and Digital Currencies (e.g., Bitcoin), index, or debt, at a specified price (the strike price) during a specified period or on one particular date.
Private Placement  A Security that is not registered or required to be registered under applicable securities laws. Private Placements are generally sold to a relatively small number of select investors (as opposed to a public issue, in which Securities are made available for sale on the open market) in order to raise capital. Private Placements may include, among others, interests in hedge funds (including limited partnership interests) and shares of private companies. Investors in Private Placements are usually banks, mutual funds, insurance companies, pension funds, hedge funds, and high net worth individuals. Private Placements are typically held or maintained outside of Vanguard.
Related Security  Any Security or instrument that provides economic exposure to the same company or entity—provided, however, that equity instruments will

 

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  generally not be considered related to fixed income instruments (other than convertible Bonds) and vice versa. For example, all of the following instruments would be related to the common Stock of Company X: Options, Futures, Rights, and Warrants on Company X common Stock; preferred Stock issued by Company X; and Bonds convertible into Company X common Stock. Similarly, different Bonds issued by Company X would be related to one another.
Reportable Security  Any Covered Security, ETF, ETN, or Digital Security Token.
Repurchase Agreement  An arrangement by which the seller of an asset agrees, at the time of the sale, to buy back the asset at a specific price and, typically, on a given date (normally the next day).
Right  A Security giving stockholders entitlement to purchase new shares issued by the corporation issuer at a predetermined price (normally at a discount to the current market price) in proportion to the number of shares already owned. Rights are issued only for a short period of time, after which they expire.
Secondary Offering  The sale of new or closely held shares by a company that has already made an Initial Public Offering.
Security  Any Stock, Bond, money market instrument, Note, evidence of indebtedness, Debenture, Warrant, Option, Right, Investment Contract, ETF, ETN, Digital Currency that has been deemed to be a security by the US Securities and Exchange Commission, Certificate, or any other investment or interest commonly known as a Security.
SPAC (Special Purpose Acquisition Company)  A shell company or company with no commercial operations that is formed strictly to raise capital through an Initial Public Offering (IPO) for the purpose of acquiring an existing company.
Spread Betting  A way of trading that enables you to profit from movements in a wide range of markets from Securities to currencies, including foreign currencies and Digital Currencies, Digital Security Tokens, commodities, and interest rates. Spread betting allows you to trade on whether the price quoted for these financial instruments will go up or down.
Stock  A Security that represents part ownership, or equity, in a corporation. Each share of stock is a proportional stake in the corporation's assets and profits, some of which could be paid out as dividends.
UCITS (Undertakings for the Collective Investment of Transferable Securities)  A regulatory framework of the European Commission that creates a harmonized regime throughout Europe for the management and sale of mutual funds. UCITS funds can be registered in Europe and sold to investors worldwide using unified regulatory and investor protection requirements.
Vanguard Client  The clients of VGI, or any of the International Subsidiaries, and investors in the Vanguard Funds, including the Vanguard Funds themselves.
Vanguard Fund  Vanguard mutual funds, Vanguard managed funds, Vanguard UCITS funds, Vanguard ETFs, and any other accounts sponsored or managed by Vanguard. This includes, but is not limited to, separately managed accounts and collective trusts.
Warrant  An entitlement to purchase a certain amount of common Stock at a set price (usually higher than the current price) during an extended period of time. Usually issued with a fixed-income security to enhance its marketability, a Warrant can be transferred, traded, or exercised by the holder.

 

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Policy Compliance 

 

Questions regarding this policy may be submitted to Code_of_Ethics@vanguard.com.

 

Please be aware of and comply with any supplemental policies that may apply to your role, department, or geographic region. Check with your manager for more information.

 

If you believe you may have breached this policy, you should immediately report it to your manager, notify the policy contact for your region, and work with them to take swift corrective action. Alternatively, you may report concerns regarding this policy via the Anonymous Reporting channel that Vanguard has arranged for your region. You are expected to cooperate with any research or investigation into conduct regarding this policy. 

 

The Compliance Department is the owner of this policy. Any violations or potential violations of this policy may be investigated by the Compliance Department, and if it is determined that there has been a violation, you may be subject to penalties and sanctions as described in the Disciplinary Action Policy and, for crew and contingent workers in Australia, the Managing Misconduct Policy. Any violation of this policy may result in disciplinary action up to and including termination of employment. 

 

Refer to the Policy Disclaimer Statement for more information. 

 

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Appendix

 

 

Appendix A

Am I an Access Person, and if so, which Access Person “designation” applies?

 

Appendix B

What accounts must be disclosed?

 

Appendix C

Trading and Reporting Requirements for Advisor Access Persons

 

Appendix D

Trading and Reporting Requirements for Fund Access Persons

 

Appendix E

Trading and Reporting Requirements for Fund Access Persons

 

Appendices Endnotes

Clarifications and explanations to the content within the appendices

 

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APPENDIX A

Am I an Access Person, and if so, which Access Person “designation” applies?

 

To determine if you are designated as an Access Person, review your offer letter for specifics. If you are unsure, ask your recruiter to confirm for you which designation you fall under. They can look up your designation by referencing our internal Access Person Code of Conduct policy. Your designation will be one of the following:

 

1.Advisor Access
2.Fund Access
3.Investment Access
4.Non-Access (If this is your designation, this packet does not apply to you.)

 

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APPENDIX B  

What accounts must be disclosed?

 

This list provides a snapshot of what accounts you will need to disclose. Come prepared knowing how to access the statements for these accounts. Please note, this is list is subject to change.

 

Common Account Types Access
Person
disclosure
required?
   

Employer sponsored retirement plans (plan doesn't have the ability to hold Vanguard funds) 

Examples: 401k, 403b, 457b, Employee Stock Options Plan (ESOP), Employee Stock Purchase Plan (ESPP), and pension plans 

No
   

Employer sponsored retirement plans (plan does have the ability to hold Vanguard funds) 

Examples: 401k, 403b, 457b, Employee Stock Options Plan (ESOP), Employee Stock Purchase Plan (ESPP), and pension plans 

Yes
   
529 Plans (plan doesn't have the ability to hold Vanguard funds) No
   
529 plans (plan does have the ability to hold Vanguard funds) Yes
   
Health Savings Account (plan doesn't have the ability to hold Vanguard funds) No
   
Health Savings Account (plan does have the ability to hold Vanguard funds) - Including Vanguard's HSA Yes
   

Vanguard personal accountsi 

Examples: Vanguard Brokerage Accounts, Transfer Agent Accounts (Mutual Fund Only account) 

Yes
   

Outside brokerage accounts (including retirement accounts not listed above)3 

Please Note: Accounts that are open but have a $0 balance also must be reported because they still have the ability to hold securities. 

Yes
   
Bank accounts - checking and savings No
   
Annuities No
   
Fully managed accountsii Yes2

 

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APPENDIX C

Trading and Reporting Requirements for Advisor Access Persons

 

Securities and Activities Can I Trade 60 Day Hold Reportableiii
American Depository Receipts (ADRs) Yes Yes Yes
Annuities and Insurance Products Yes No No
Bankers' Acceptances, Certificates of Deposits, and Commercial Paper Yes No No
Bonds (municipal and corporate) Yes Yes Yes
Cash No No No
Closed-End Funds Yes Yes Yes
Commodities (ex: futures & options) Yes No No
Currencies Yes No No
Debentures Yes Yes Yes
Digital Currency Yes No No
Digital Utility Tokens Yes No Yes
Digital Security Tokens Yes No Yes
Direct Obligations Yes No No
Non-Vanguard ETFs and ETNs Yes No Yes
Evidence of Indebtedness Yes Yes Yes
Government bonds Yes No No
High Quality Short Term Debt Instruments Yes No Yes
Investment Contracts Yes Yes Yes
IPOs (and ICOs) Prohibited
Money market instruments (non-Vanguard) Yes No No
Money market instruments (Vanguard) Yes No Yes
Open-End funds (non-Vanguard) Yes No No
Notes Yes Yes Yes
Options on Covered Securities Yes Yesiv Yes
Private placements (unlisted securities) Yesv No Yes
Rights Yes Yes Yes
Real Estate Investment Trusts Yes Yes Yes
Security Futures Prohibited
Short Positions Prohibited
SPACs Prohibited
Stocks Yes Yes Yes
Unit Investment Trusts Yes Yes Yes

 

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Securities and Activities Can I Trade 60 Day Hold Reportableiii
UCITs Funds (non-Vanguard) Yes No No
Vanguard Annuities and Insurance Products Yes No Yes
Vanguard ETFs Yes No Yes
Vanguard Funds Yes No Yes
Warrants Yes Yes Yes

 

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APPENDIX D

Trading and Reporting Requirements for Fund Access Persons

 

Securities and Activities Can I Trade Preclear 7 Day Blackout 60 Day Hold Reportableiii
American Depository Receipts (ADRs) Yes Yes Yes Yes Yes
Annuities and Insurance Products Yes No No No No
Bankers' Acceptances, Certificates of Deposits, and Commercial Paper Yes No No No No
Bonds (municipal and corporate) Yes Yes Yes Yes Yes
Cash No No No No No
Closed-End Funds Yes Yes No Yes Yes
Commodities (ex: futures & options) Yes No No No No
Currencies Yes No No No No
Debentures Yes Yes Yes Yes Yes
Digital Currency Yes No No No No
Digital Utility Tokens Yes No No No Yes
Digital Security Tokens Yes No No No Yes
Direct Obligations Yes No No No No
Non-Vanguard ETFs and ETNs Yes No No No Yes
Evidence of Indebtedness Yes Yes Yes Yes Yes
Government bonds Yes No No No No
High Quality Short Term Debt Instruments Yes No No No Yes
Investment Contracts Yes Yes Yes Yes Yes
IPOs (and ICOs) Prohibited
Money market instruments (non-Vanguard) Yes No No No No
Money market instruments (Vanguard) Yes No No No Yes
Open-End funds (non-Vanguard) Yes No No No No
Notes Yes Yes Yes Yes Yes
Options on Securities Prohibited
Private placements (unlisted securities) Yesv Yes No No Yes
Rights Yes Yes Yes Yes Yes
Real Estate Investment Trusts Yes Yes Yes Yes Yes
Security Futures Prohibited
Short Positions Prohibited

 

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Securities and Activities Can I Trade Preclear 7 Day Blackout 60 Day Hold Reportableiii
SPACs Prohibited
Stocks Yes Yes Yesvi Yes Yes
Unit Investment Trusts Yes Yes Yes Yes Yes
UCIT Funds (non-Vanguard) Yes No No No No
Vanguard Annuities and Insurance Products Yes No No No Yes
Vanguard ETFs Yes No No No Yes
Vanguard Funds Yes No No No Yes
Warrants Yes Yes Yes Yes Yes

 

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APPENDIX E

 

Trading and Reporting Requirements for Investment Access Persons

 

Securities and Activities Can I Trade Preclear 7 Day Blackout 60 Day Hold Reportableiii
American Depository Receipts (ADRs) Yes Yes Yes Yes Yes
Annuities and Insurance Products Yes No No No No
Bankers' Acceptances, Certificates of Deposits, and Commercial Paper Yes No No No No
Bonds (municipal and corporate) Yes Yes Yes Yes Yes
Cash No No No No No
Closed-End Funds Yes Yes No Yes Yes
Commodities (ex: futures & options) Yes No No No No
Currencies Yes No No No No
Debentures Yes Yes Yes Yes Yes
Digital Currency Yes No No No No
Digital Utility Tokens Yes No No No Yes
Digital Security Tokens Yes No No No Yes
Direct Obligations Yes No No No No
Non-Vanguard ETFs and ETNs Yes No No No Yes
Evidence of Indebtedness Yes Yes Yes Yes Yes
Government bonds Yes No No No No
High Quality Short Term Debt Instruments Yes No No No Yes
Investment Contracts Yes Yes Yes Yes Yes
IPOs (and ICOs) Prohibited
Money market instruments (non-Vanguard) Yes No No No No
Money market instruments (Vanguard) Yes No No No Yes
Open-End funds (non-Vanguard) Yes No No No No
Notes Yes Yes Yes Yes Yes
Options on Securities Prohibited
Private placements (unlisted securities) Yesv Yes No No Yes
Rights Yes Yes Yes Yes Yes
Real Estate Investment Trusts Yes Yes Yes Yes Yes
Security Futures Prohibited
Short Positions Prohibited

 

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Securities and Activities Can I Trade Preclear 7 Day Blackout 60 Day Hold Reportableiii
SPACs Prohibited
Stocks Yes Yes Yes Yes Yes
Unit Investment Trusts Yes Yes Yes Yes Yes
UCITs Funds (non-Vanguard) Yes No No No No
Vanguard Annuities and Insurance Products Yes No No No Yes
Vanguard ETFs Yes Yes No Yes Yes
Vanguard Funds Yes Novii No Noviii Yes
Warrants Yes Yes Yes Yes Yes

 

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APPENDICES ENDNOTES

 

Clarifications and explanations to the content within the appendices

 

 

i Accounts you share ownership with will need to be disclosed, e.g., a joint account

ii Fully managed accounts can be maintained outside of Vanguard with review and approval from the Code team. Please provide one of the following documents for review:

·A signed discretionary/advisory agreement from the outside firm, or
·A signed letter from your advisor on their firm's letterhead.

 

This documentation should include the following information:

·The account number(s) for any account considered fully managed
·The name of your advisor or the name of the program in which the account is enrolled
·A statement that you have no discretion/trading authority over your managed account(s)

 

iii Reportable on Initial Holdings Report or when acquired. All Crew and Contingent Workers deemed Associated Persons must report their accounts, holdings, and transactions through My Compliance Office (MCO).

 

iv Options on Covered Securities include trades that are exercised or assigned involuntarily by the crew member.

 

v Prohibited from acquiring Securities in a Private Placement without prior approval from Compliance.

 

vi Permitted to sell stock with a market cap above US $5 billion, so long as, over a rolling 30 day period, their total value aggregate sales of the stock does not exceed $10,000.

 

vii Vanguard ETFs require preclearance.

 

viii Vanguard ETFs require a 60 day hold.

 

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EX-99.CERT 3 tm2331781d1_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: December 21, 2023

 

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

 

 

 

 

CERTIFICATIONS

 

I, Christine Buchanan, 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: December 21, 2023

 

  /s/ Christine Buchanan 
  Christine Buchanan 
  Chief Financial Officer

 

 

EX-99.906 CERT 4 tm2331781d1_ex99-906cert.htm EXHIBIT 99.906 CERT

 

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: December 21, 2023

 

  /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 her 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: December 21, 2023

 

  /s/ Christine Buchanan
  Christine Buchanan
  Chief Financial Officer

 

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