485BPOS

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON August 6, 2020 

FILE NO. 333-237334 

SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, D.C. 20549 

FORM N-14 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 

o  Pre-Effective Amendment No. 

x  Post-Effective Amendment No. 1 

VANGUARD WINDSOR FUNDS 

(Exact Name of Registrant as Specified in Declaration of Trust) 

P.O. BOX 2600, VALLEY FORGE, PA 19482(Address of Principal Executive Office)Registrant’s Telephone Number (610) 669-1000ANNE E. ROBINSON, ESQUIREP.O. BOX 876, VALLEY FORGE, PA 19482(Name and Address of Agent for Service) 

The title of securities being registered is Vanguard Windsor Fund Investor Shares. 

No filing fee is due in reliance on Section 24(f) under the Investment Company Act of 1940. 

It is proposed that this filing will become effective immediately upon filing pursuant to Rule 485(b) under the Securities Act of 1933. 

Explanatory Note 

The purpose of this filing is to file as an exhibit the opinion of counsel supporting the tax matters and consequences to shareholders in connection with the reorganization of Vanguard Capital Value Fund, a series of Vanguard Malvern Funds, with and into Vanguard Windsor Fund, a series of Vanguard Windsor Funds, as required by Item 16(12) of Form N-14. Parts A and B of this Registration Statement are incorporated by reference to the Combined Information Statement/Prospectus and Statement of Additional Information, which were filed on EDGAR on May 1, 2020 (File No. 333-237334). 

PART C 

VANGUARD WINDSOR FUNDS 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FORM N-14 

OTHER INFORMATIONITEM 15. INDEMNIFICATION. 

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

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

ITEM 16. EXHIBITS. 

(1) Articles of Incorporation, Amended and Restated Agreement and Declaration of Trust, filed with Post-Effective Amendment No. 111 dated February 27, 2009, are hereby incorporated by reference. 

(2) By-Laws, Amended and Restated By-Laws, filed with Post Effective Amendment No. 133 dated February 26, 2018, are hereby incorporated by reference. 

(3) Voting Trust Agreement, not applicable. 

(4) Form of Agreement and Plan of Reorganization by and between Vanguard Malvern Funds, on behalf of the Capital Value Fund, and Vanguard Windsor Funds, on behalf of the Windsor Fund, as included in Part A to Registrant’s Registration Statement on Form N-14 dated May 1, 2020, see File Number 333-237334, is hereby incorporated by reference. 

(5) Instruments Defining Rights of Security Holders, reference is made to Articles III and V of the Registrant’s Amended and Restated Agreement and Declaration of Trust, refer to Exhibit (1) above. 

(6) Investment Advisory Contracts, for Wellington Management Company LLP, filed with Post-Effective Amendment No. 110 dated February 27, 2008, and for Pzena Investment Management, LLC, filed with Post-Effective Amendment No. 124 dated February 26, 2014, are hereby incorporated by reference. 

(7) Underwriting Contracts, not applicable. 

(8) Bonus or Profit Sharing Contracts, reference is made to the section entitled “Management of the Funds” in the Registrant’s Statement of Additional Information, is hereby incorporated by reference. 

(9) Custodian Agreements, for State Street Bank and Trust Company, filed with Post-Effective Amendment No. 138 dated February 27, 2020, is hereby incorporated by reference. 

(10) (a) Rule 12b-1 Plan, not applicable. 

(b)  Rule 18f-3 Plan, filed with Post-Effective Amendment No. 138 dated February 27, 2020, is hereby incorporated by reference. 

(11) Legality of Securities Opinion, filed with Registrant’s Registration Statement on Form N-14 dated March 23, 2020, see File Number 333-237334, is hereby incorporated by reference. 

(12) Tax Opinion Supporting the Tax Matters and Consequences to Shareholders of Vanguard Capital Value Fund, is filed herewith.

(13) Other Material Contracts, Fifth Amended and Restated Funds’ Service Agreement, filed with Post-Effective Amendment No. 138 dated February 27, 2020, is hereby incorporated by reference. 

(14) Other Opinion or Consent, Consent of Independent Registered Public Accounting Firm, filed with Registrant’s registration statement on Form N-14 dated May 1, 2020, see File Number 333-237334, is hereby incorporated by reference. 

(15) Omitted Financial Statements, not applicable. 

(16) Powers of Attorney for Mortimer J. Buckley, Emerson U. Fullwood, Amy Gutmann, F. Joseph Loughrey, Mark Loughridge, Scott C. Malpass, Deanna Mulligan, André F. Perold, Sarah Bloom Raskin, Peter F. Volanakis, and John Bendl are filed herewith. 

(17) Other Exhibits, not applicable. 

ITEM 17. UNDERTAKINGS 

(1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. 

(2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the Registration Statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them. 

(3) The undersigned Registrant undertakes to file, by post-effective amendment, the final opinion of counsel supporting the tax consequences of the proposed reorganization within a reasonable time after receipt of such opinion. 

SIGNATURES 

As required by the Securities Act of 1933, this Registration Statement has been signed on behalf of the Registrant, in the Town of Valley Forge and the Commonwealth of Pennsylvania on the 6th day of August, 2020. 

VANGUARD WINDSOR FUNDS 

By: _/s/ Mortimer J. Buckley________*Mortimer J. BuckleyChairman, President, and Chief Executive Officer 

As required by the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. 

Signature	Title	Date
/s/ Mortimer J. Buckley*	Chairman, President, and Chief Executive Officer	August 6, 2020
Mortimer J. Buckley
/s/Emerson U. Fullwood*	Trustee	August 6, 2020
Emerson U. Fullwood
/s/Amy Gutmann*	Trustee	August 6, 2020
Amy Gutmann
/s/F. Joseph Loughrey*	Trustee	August 6, 2020
F. Joseph Loughrey
/s/Mark Loughridge*	Trustee	August 6, 2020
Mark Loughridge
/s/Scott C. Malpass*	Trustee	August 6, 2020
Scott C. Malpass
/s/Deanna Mulligan*	Trustee	August 6, 2020
Deanna Mulligan
/s/André F. Perold*	Trustee	August 6, 2020
André F. Perold
/s/ Sarah Bloom Raskin*	Trustee	August 6, 2020
Sarah Bloom Raskin
/s/Peter F. Volanakis*	Trustee	August 6, 2020
Peter F. Volanakis
/s/ John Bendl*	Chief Financial Officer        and Principal         Accounting Officer	August 6, 2020
John Bendl

*By     /s/ Anne E. Robinson      

Anne E. Robinson, pursuant to Powers of Attorney filed herewith. 

EXHIBIT INDEX 

Exhibit No.	Description
12	Tax Opinion for Vanguard Capital Value Fund
16	Powers of Attorney

EX-99.12 TAX OPINION

1095 Avenue of the Americas New York, NY 10036-6797 +1 212 698 3500 Main

+1 212 698 3599 Fax www.dechert.com

July 24, 2020

Board of Trustees

Vanguard Malvern Funds

Vanguard Capital Value Fund

100 Vanguard Boulevard

Malvern, PA 19355

Board of Trustees

Vanguard Windsor Funds

Vanguard Windsor Fund

100 Vanguard Boulevard

Malvern, PA 19355

Dear Ladies and Gentlemen:

You have requested our opinion regarding certain federal income tax consequences to Vanguard Capital Value Fund (the "Acquired

Fund"), a separate series of Vanguard Malvern Funds, a Delaware statutory trust (the "Acquired Fund Trust"), and to Vanguard Windsor Fund (the

"Acquiring Fund"), a separate series of Vanguard Windsor Funds, a Delaware

statutory trust (the	"Acquiring Fund Trust"),	and to	the holders of shares of
beneficial interest	in Acquired Fund (the	"Acquired	Fund Shareholders"), in

connection with the transfer of substantially all of the assets, as described in paragraph 1.2 of the Agreement and Plan of Reorganization (the "Plan") dated as of July 24, 2020, executed by Acquired Fund Trust on behalf of Acquired Fund and by Acquiring Fund Trust on behalf of Acquiring Fund, of the Acquired Fund to Acquiring Fund in exchange solely for shares of beneficial

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Vanguard Capital Value Fund

Vanguard Windsor Fund

interest of Acquiring Fund (the "Acquiring Fund Shares") and the assumption of Acquired Fund's liabilities as described in paragraph 1.3 of the Plan by Acquiring Fund, followed by the distribution of the Acquiring Fund Shares received by Acquired Fund in complete liquidation and termination of Acquired Fund (the "Reorganization"), all pursuant to the Plan.

For purposes of this opinion, we have examined and relied upon

(1)the Plan, (2) the facts and representations contained in the letter dated on or about the date hereof addressed to us from Acquiring Fund Trust on behalf of Acquiring Fund, (3) the facts and representations contained in the letter dated on or about the date hereof addressed to us from Acquired Fund Trust on behalf of Acquired Fund, and (4) such other documents and instruments as we have deemed necessary or appropriate for purposes of rendering this opinion.

This opinion is based upon the Internal Revenue Code of 1986, as amended (the "Code"), United States Treasury Regulations, judicial decisions, and administrative rulings and pronouncements of the Internal Revenue Service, all as in effect on the date hereof. This opinion is conditioned upon the Reorganization taking place in the manner described in the Plan.

Based upon the foregoing, it is our opinion that for federal income tax purposes, with respect to Acquired Fund and Acquiring Fund:

1.The acquisition by Acquiring Fund of substantially all of the assets of the Acquired Fund in exchange solely for Acquiring Fund Shares and the assumption of all liabilities of the Acquired Fund by Acquiring Fund followed by the distribution of Acquiring Fund Shares to the Acquired

Fund's Shareholders in exchange for their Acquired Fund shares in complete liquidation and termination of the Acquired Fund will constitute a tax-free reorganization under Section 368(a) of the Code.

2.Acquired Fund will not recognize gain or loss upon the transfer of substantially all of its assets to Acquiring Fund in exchange solely for Acquiring Fund Shares and the assumption of all liabilities of Acquired Fund except that Acquired Fund may be required to recognize gain or loss with respect to contracts described in Section 1256(b) of the Code or stock

Dechert LLP

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Vanguard Capital Value Fund

Vanguard Windsor Fund

in a passive foreign investment company, as defined in Section 1297(a) of the Code.

3.Acquired Fund will not recognize gain or loss upon the distribution to its shareholders of the Acquiring Fund Shares received by Acquired Fund in the Reorganization.

4.Acquiring Fund will recognize no gain or loss upon receiving the assets of Acquired Fund and assuming the liabilities of Acquired Fund in exchange solely for Acquiring Fund Shares.

5.The adjusted basis to Acquiring Fund of the assets of Acquired Fund received by Acquiring Fund in the reorganization will be the same as the adjusted basis of those assets in the hands of Acquired Fund immediately before the exchange, except for certain adjustments that may be required to be made as a result of the close of Acquired Fund's taxable year due to the reorganization or as a result of gain recognized on the transfer of certain assets of Acquired Fund.

6. Acquiring Fund's holding periods with respect to the assets of Acquired

Fund that Acquiring Fund acquires in the transaction will include the respective periods for which those assets were held by Acquired Fund (except where investment activities of Acquiring Fund have the effect of reducing or eliminating a holding period with respect to an asset and except for any assets which may be marked to market for U.S. federal income tax purposes on the termination of he Acquired Fund's taxable year or on which gain was recognized upon the transfer to the Acquired Fund).

7.The Acquired Fund Shareholders will recognize no gain or loss upon receiving Acquiring Fund Shares solely in exchange for Acquired Fund Shares.

8.The basis of the Acquiring Fund Shares received by an Acquired Fund Shareholder in the transaction will be the same as the basis of Acquired

Fund Shares surrendered by the Acquired Fund's Shareholder in exchange therefor.

Dechert LLP

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Vanguard Capital Value Fund

Vanguard Windsor Fund

9.An Acquired Fund Shareholder s holding period for the Acquiring Fund

Shares received by the Acquired Fund Shareholder in the transaction will include the holding period during which the Acquired Fund Shareholder held Acquired Fund Shares surrendered in exchange therefor, provided that the Acquired Fund Shareholder held such shares as a capital asset on the date of the Reorganization.

10.Pursuant to Section 381 of the Code and Section 1.381(a)-1 of the United States Treasury regulations, the Acquiring Fund will succeed to and take into account the items of the Acquired Fund described in Section 381(c) of the Code, subject to the provisions and limitations specified in Sections 381, 382, 383, and 384 of the Code and the United States Treasury regulations promulgated thereunder.

We express no opinion as to the federal income tax consequences of the Reorganization except as expressly set forth above, or as to any transaction except those consummated in accordance with the Plan. Without limiting the foregoing, we express no opinion as to the federal income tax consequences of the Reorganization to Acquired Fund with respect to contracts described in Section 1256(b) of the Code or stock in a passive foreign investment company, as defined in Section 1297(a) of the Code.

Very truly yours,

/s/ Dechert LLP 

Dechert LLP

EX-99.16 PWR OF ATTY

POWER OF ATTORNEY 

     Each person whose signature appears below (the “Principals”) hereby constitutes and appoints Anne E. Robinson and Laura J. Merianos, and each of them, with full power to act without the other, as the true and lawful attorney-in-fact and agent, with full and several power of substitution and re-substitution, of such undersigned person with authority to take any appropriate action to execute in the name of and on behalf of such undersigned person, and to file with the U.S. Securities and Exchange Commission (“Commission”), a registration statement on Form N-14 (or any successor thereto) (the “Registration Statement”) for Vanguard Windsor Funds (the “Registrant”), relating to the proposed reorganization of Vanguard Capital Value Fund, a series of Vanguard Malvern Funds, with and into Vanguard Windsor Fund, a series of the Registrant, and any and all amendments (including without limitation pre-effective and post-effective amendments) thereto, and to perform any and all such acts as such attorney-in-fact and agent may deem necessary or advisable to enable the Registrant to comply with the applicable laws of the United States, any individual state or similar jurisdiction of the United States, and in connection therewith to execute and file all requisite papers and documents; and granting to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act requisite and necessary to be done in connection therewith, as fully as the Registrant and undersigned person might or could do herself, himself or itself or in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. 

This Power of Attorney shall be governed by and interpreted in accordance with the laws of the Commonwealth of Pennsylvania. 

The Principals hereby revoke all powers of attorney which they may have heretofore granted regarding the subject matter hereof. All past acts of such attorneys-in-fact and agents in furtherance of the foregoing are hereby ratified and confirmed. 

Each of the Principalshas executed this Power of Attorney in the capacity and on the date indicated opposite their name.  This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument. 

NAME  TITLE  DATE 

/s/ Mortimer J. Buckley		Chairman, President and Chief Executive Officer	August 4, 2020
	Mortimer J. Buckley
/s/ Emerson U. Fullwood		Trustee	July 28, 2020
Emerson U. Fullwood
	/s/ Amy Gutmann	Trustee	July 28, 2020
	Amy Gutmann
/s/ F. Joseph Loughrey		Trustee	July 28, 2020
	F. Joseph Loughrey
/s/ Mark Loughridge		Trustee	July 28, 2020
	Mark Loughridge
	/s/ Scott C. Malpass	Trustee	July 28, 2020
	Scott C. Malpass
/s/ Deanna Mulligan		Trustee	July 31, 2020
	Deanna Mulligan
	/s/ André F. Perold	Trustee	July 28, 2020
	André F. Perold
	/s/ Sarah Bloom Raskin	Trustee	July 29, 2020
	Sarah Bloom Raskin
/s/ Peter F. Volanakis		Trustee	July 28, 2020
	Peter F. Volanakis
	/s/ John Bendl	Chief Financial Officer and   Principal Accounting Officer	July 28, 2020
	John Bendl

PROPOSED RESOLUTION 

APPROVAL OF A POWER OF ATTORNEY 

RESOLVED, that the proposed Power of Attorney, in substantially the form presented, constituting and appointing Anne E. Robinson and Laura J. Merianos (each with full power to act alone) as attorneys-in-fact and agents for (i) each of the Directors, Trustees, principal executive officer and/or principal financial and accounting officer of the investment company that is listed in the proposed Power of Attorney (the “Vanguard Company”); and (ii) the Vanguard Company, for the purpose of executing and filing for and on behalf of the Vanguard Company all requisite papers and documents (including registration statements and pre- and post-effective amendments thereto) with the U.S. Securities and Exchange Commission and the offices of the securities administrators of the states and similar jurisdictions of the United States to comply with the applicable laws of the United States, any individual state or similar jurisdiction of the United States, is hereby approved and may be executed by each designated Director/Trustee, officer and Vanguard Company. 

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