0001104659-23-121888.txt : 20231129 0001104659-23-121888.hdr.sgml : 20231129 20231129101349 ACCESSION NUMBER: 0001104659-23-121888 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 34 CONFORMED PERIOD OF REPORT: 20230930 FILED AS OF DATE: 20231129 DATE AS OF CHANGE: 20231129 EFFECTIVENESS DATE: 20231129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VANGUARD CHESTER FUNDS CENTRAL INDEX KEY: 0000752177 IRS NUMBER: 232311358 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-04098 FILM NUMBER: 231449265 BUSINESS ADDRESS: STREET 1: PO BOX 2600 STREET 2: V26 CITY: VALLEY FORGE STATE: PA ZIP: 19482 BUSINESS PHONE: 6106691000 MAIL ADDRESS: STREET 1: P.O. BOX 2600 STREET 2: V26 CITY: VALLEY FORGE STATE: PA ZIP: 19482 FORMER COMPANY: FORMER CONFORMED NAME: VANGUARD PRIMECAP FUND/ DATE OF NAME CHANGE: 20011121 FORMER COMPANY: FORMER CONFORMED NAME: VANGUARD/PRIMECAP FUND INC DATE OF NAME CHANGE: 19940608 FORMER COMPANY: FORMER CONFORMED NAME: PRIMECAP FUND INC DATE OF NAME CHANGE: 19920703 0000752177 S000002568 Vanguard PRIMECAP Fund C000007070 Investor Shares VPMCX C000007071 Admiral Shares VPMAX 0000752177 S000002569 Vanguard Target Retirement Income Fund C000007072 Investor Shares VTINX 0000752177 S000002572 Vanguard Target Retirement 2025 Fund C000007075 Investor Shares VTTVX 0000752177 S000002573 Vanguard Target Retirement 2035 Fund C000007076 Investor Shares VTTHX 0000752177 S000002574 Vanguard Target Retirement 2045 Fund C000007077 Investor Shares VTIVX 0000752177 S000012759 Vanguard Target Retirement 2020 Fund C000034438 Investor Shares VTWNX 0000752177 S000012760 Vanguard Target Retirement 2030 Fund C000034439 Investor Shares VTHRX 0000752177 S000012761 Vanguard Target Retirement 2040 Fund C000034440 Investor Shares VFORX 0000752177 S000012762 Vanguard Target Retirement 2050 Fund C000034441 Investor Shares VFIFX 0000752177 S000029700 Vanguard Target Retirement 2055 Fund C000091317 Investor Shares VFFVX 0000752177 S000035453 Vanguard Target Retirement 2060 Fund C000108861 Investor Shares VTTSX 0000752177 S000056748 Vanguard Target Retirement 2065 Fund C000180147 Investor Shares VLXVX 0000752177 S000075611 Vanguard Target Retirement 2070 Fund C000234832 Investor Shares VSVNX N-CSR 1 tm2328941d1_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: 811-04098

 

Name of Registrant:  Vanguard Chester 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: September 30

 

Date of reporting period: October 1, 2022—September 30, 2023

 

 

 

 

 

Item 1: Reports to Shareholders

 

 

Annual Report   |   September 30, 2023
Vanguard PRIMECAP 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
Advisor's Report

2
About Your Fund’s Expenses

5
Performance Summary

7
Financial Statements

9
Trustees Approve Advisory Arrangement

25
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 September 30, 2023, Vanguard PRIMECAP Fund returned 28.06% for Investor Shares and 28.14% for Admiral Shares. Its benchmark, the Standard & Poor’s 500 Index, returned 21.62%.
Early on, inflation began to ease off multidecade highs amid aggressive interest rate hikes by the Federal Reserve. 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.
Large-capitalization stocks held up better than mid- and small-caps, while value stocks, as measured by the S&P 500 Value Index, outperformed growth stocks, as measured by the S&P 500 Growth Index.
The fund’s holdings in the information technology and health care sectors contributed most to relative performance, with industrials also a significant contributor.
Market Barometer
  Average Annual Total Returns
Periods Ended September 30, 2023
  One Year Three Years Five Years
Stocks      
Russell 1000 Index (Large-caps) 21.19% 9.53% 9.63%
Russell 2000 Index (Small-caps) 8.93 7.16 2.40
Russell 3000 Index (Broad U.S. market) 20.46 9.38 9.14
FTSE All-World ex US Index (International) 20.67 4.23 3.00
Bonds      
Bloomberg U.S. Aggregate Float Adjusted Index
(Broad taxable market)
0.78% -5.18% 0.18%
Bloomberg Municipal Bond Index
(Broad tax-exempt market)
2.66 -2.30 1.05
FTSE Three-Month U.S. Treasury Bill Index 4.71 1.78 1.74
CPI      
Consumer Price Index 3.70% 5.75% 4.04%
1

 

Advisor’s Report
For the 12 months ended September 30, 2023, Vanguard PRIMECAP Fund returned 28.06% for Investor Shares and 28.14% for Admiral Shares, exceeding the 21.62% total return of the fund’s benchmark, the Standard & Poor’s 500 Index, and the 18.46% total return of the fund’s multi-capitalization growth fund competitors. Relative to the S&P 500, favorable stock selection was the primary driver of outperformance during the period.
Investment environment
The fiscal year ended September 30 featured a resurgent equity market. The S&P 500 Index’s robust rebound fully retraced last fiscal year’s decline. Large-capitalization growth stocks, as measured by the Russell 1000 Growth Index, were particularly strong, bouncing 28% after last year’s double-digit drop.
And this despite some notable headwinds in the economic landscape. The Federal Reserve continued its aggressive tightening campaign, executing 11 rate hikes totaling 525 basis points in just over a year. The relentless rise in rates sparked a regional banking crisis in March, starting with Silicon Valley Bank’s overnight collapse. While that contagion was contained, rising yields applied increasing pressure to a variety of rate-sensitive industries.
Nonetheless, a still-tight labor market supported the underlying economy’s ongoing resilience. The unemployment rate remained below 4%, and job growth sustained at a solid pace. Consumers thus
continued to spend reliably, and this consistent strength in personal consumption expenditures translated to steady real GDP growth. Meanwhile, inflation moderated to roughly 4%; August’s CPI reading was less than half year-ago levels, while core CPI remained above target but was trending lower. These data largely reinforced the market’s conviction in a soft landing.
Information technology (+43.0%) and communication services (+38.1%) were the standout sectors in a comeback year for Big Tech. Indeed, of the newly minted “Magnificent Seven,” only Amazon (+13%) and Tesla (–6%) lagged, weighing on consumer discretionary (+14%). The other constituents—NVIDIA (+259%), Meta (+121%), Alphabet (+37%), Microsoft (+37%), and Apple (+25%)—fueled the S&P 500 return, and these seven now comprise nearly 30% of the index, an unprecedented concentration. Elsewhere, defensive sectors including utilities (–7.0%), real estate (–1.4%), consumer staples (+6.7%), and health care (+8.2%) underperformed, while the energy sector (+30.2%) outpaced oil’s rise and registered a large gain.
Outlook for U.S. equities
Given the market’s outsized strength, the S&P 500 Index’s valuation (17.8x forward P/E) has again swelled above historical norms; the 20-year average is 15.6x. Forward earnings incorporate most of 2024’s consensus 12% earnings growth, an expectation that defies widespread concerns about a slowing macroeconomic
 
2

 

environment. Meanwhile, interest rates continue to climb; the 10-year Treasury yield finished the period at 4.57%, a level not seen since 2007. Higher interest rates are not prescriptive, but a higher-for-longer rate regime undermines support for above-average equity valuations. These metrics warrant a more cautious outlook.
Portfolio update
The portfolio maintained its substantial overweight positions in health care and industrials stocks; these sectors together comprised 44% of the fund’s average assets compared with 23% in the S&P 500. The portfolio was slightly overweight consumer discretionary (11% of average assets versus 10% for the S&P 500), equal weighted information technology (25% of average assets), and underweight financials (7% versus 13%), communication services (6% versus 8%), energy (2% versus 5%), and materials (1% versus 3%). The fund maintained limited exposure to consumer staples, real estate, and utilities.
Sector allocation had a mixed impact during the period. The fund’s large overweight position in health care created a substantial headwind. This was roughly offset by underweight positions in other sector laggards, including utilities, real estate, consumer staples, and financials.
Favorable stock selection was the primary driver of relative results. Eli Lilly (+68%), the fund’s largest position, surged in response to growing optimism in its twin blockbuster drugs, donanemab for Alzheimer’s and Mounjaro for diabetes
and obesity. Health care selection was otherwise varied, with Novartis (+38%), Boston Scientific (+36%), and AstraZeneca (+26%) roughly offsetting Bristol-Myers Squibb (–16%), Roche (–14%), and Biogen (–4%). Within industrials, FedEx (+83%) soared as sentiment improved following a difficult stretch; European giants Airbus (+57%) and Siemens (+49%) also logged strong performances. In contrast, Southwest (–10%) declined on account of higher fuel prices and persistent operational shortcomings.
Selection elsewhere was mixed. Within information technology, strong results from Splunk (+94%), Adobe (+85%), KLA (+54%), and Intel (+43%) only served to offset the fund’s underweight positions in NVIDIA (+259%) and Microsoft (+37%), where exuberance around artificial intelligence (AI) drove massive gains. Within consumer discretionary, Royal Caribbean (+143%) more than doubled as cruising fully recovered; this roughly offset a challenging year for Alibaba (+8%), which endured a struggling Chinese economy. Finally, within communication services, limited exposure to Meta (+121%) proved detrimental.
As of September 30, 2023, the fund’s top 10 holdings comprised 39% of assets.
Advisor perspectives
Market leadership of late has again been heavily concentrated in Big Tech, a stark contrast to last year’s sell-off, when the large-capitalization growth stocks underperformed. A substantial
3

 

breakthrough in generative AI explained some of Big Tech’s comeback, but so did a belief that a more auspicious interest rate dynamic was just around the corner. Recent equity weakness—especially in Big Tech—is partly a realization that such rate relief may not materialize.
We tend not to obsess about interest rates per se. Our preference for other stocks—the fund is meaningfully underweight the Magnificent Seven in aggregate—reflects bottom-up, fundamental investment theses untethered to a particular rate environment. The fund’s largest holding, Eli Lilly, is a prime example.
Not long ago, glucagon-like peptide-1 receptor agonists, or GLP-1s, were a relatively obscure drug class primarily used to treat diabetes. Novo Nordisk’s Victoza launched in 2010, followed by Eli Lilly’s superior Trulicity in 2014. These GLP-1 therapies and their next-generation derivatives lower blood sugar levels and thus help resolve a diabetic deficiency. But they also induce weight loss, at least in part by signaling satiety to the hypothalamus. First Novo and then Lilly thus pivoted to an obesity indication, with Novo’s Wegovy (a version of its Ozempic product) achieving FDA approval for obesity in 2021 and, in something of a Trulicity echo, Lilly’s superior Mounjaro on the cusp of the same milestone.
Today, GLP-1s are no longer just another drug class. As a combination GLP-1/GIP agonist, Mounjaro delivers better efficacy and will be advantaged commercially. The stage is set for Mounjaro to become one
of the most successful drugs in pharmaceutical history. Lilly’s earnings could quadruple or more by decade-end.
Of note, the fund holds dozens of other not-yet-magnificent stocks with enormous upside potential, whose fundamental trajectories today may resemble Eli Lilly’s a decade ago. Of course, many will not fully realize this potential as such outcomes are exceedingly rare. But our portfolio is biased toward such differentiated opportunities.
Conclusion
This year’s once-inevitable recession never arrived, as the Fed has managed to trim inflation without stalling the economic engine. Worrisome indicators—for instance, an inverted yield curve and declining money supply—have thus far not been predictive, even if our qualitative assessment of the economy skews negative and our outlook leans cautious. But we still own companies whose fundamentals, like those of Eli Lilly, can evolve much better than the market anticipates. And we still prefer such stocks to the Magnificent Seven, where expectations are perhaps unsustainably high.
PRIMECAP Management Company
October 11, 2023
4

 

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.
5

 

Six Months Ended September 30, 2023      
  Beginning
Account Value
3/31/2023
Ending
Account Value
9/30/2023
Expenses
Paid During
Period
Based on Actual Fund Return      
PRIMECAP Fund      
Investor Shares $1,000.00 $1,089.30 $1.99
Admiral™ Shares 1,000.00 1,089.60 1.62
Based on Hypothetical 5% Yearly Return      
PRIMECAP Fund      
Investor Shares $1,000.00 $1,023.16 $1.93
Admiral Shares 1,000.00 1,023.51 1.57
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 0.38% for Investor Shares and 0.31% 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 (183/365).
6

 

PRIMECAP 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: September 30, 2013, Through September 30, 2023
Initial Investment of $10,000
    Average Annual Total Returns
Periods Ended September 30, 2023
 
    One
Year
Five
Years
Ten
Years
Final Value
of a $10,000
Investment
 PRIMECAP Fund Investor Shares 28.06% 9.07% 13.05% $34,104
 S&P 500 Index 21.62 9.92 11.91 30,821
 Dow Jones U.S. Total Stock Market Float Adjusted Index 20.49 9.01 11.19 28,891
       
    One
Year
Five
Years
Ten
Years
Final Value
of a $50,000
Investment
PRIMECAP Fund Admiral Shares 28.14% 9.15% 13.13% $171,750
S&P 500 Index 21.62 9.92 11.91 154,103
Dow Jones U.S. Total Stock Market Float Adjusted Index 20.49 9.01 11.19 144,456
See Financial Highlights for dividend and capital gains information.
7

 

PRIMECAP Fund
Fund Allocation
As of September 30, 2023
Communication Services 6.2%
Consumer Discretionary 11.3
Consumer Staples 0.3
Energy 2.5
Financials 6.4
Health Care 32.2
Industrials 13.0
Information Technology 26.8
Materials 1.3
The table reflects the fund’s investments, except for short-term investments. 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.
8

 

PRIMECAP Fund
Financial Statements
Schedule of Investments
As of September 30, 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 (98.3%)
Communication Services (6.1%)
* Alphabet Inc. Class A 11,184,290  1,463,576
* Alphabet Inc. Class C  6,464,720    852,373
* Baidu Inc. ADR  5,322,948    715,138
* Walt Disney Co.  4,299,554    348,479
  Activision Blizzard Inc.  3,287,700    307,828
* Charter Communications Inc. Class A    193,600     85,149
* Meta Platforms Inc. Class A    243,500     73,101
* T-Mobile US Inc.    339,300     47,519
* Live Nation Entertainment Inc.    499,000     41,437
* Netflix Inc.     76,200     28,773
* Altice USA Inc. Class A  4,710,800     15,404
  Comcast Corp. Class A     51,000      2,262
  Nintendo Co. Ltd.     17,500        727
  Electronic Arts Inc.      5,700        686
* Roblox Corp. Class A     13,250        384
       3,982,836
Consumer Discretionary (11.1%)
* Tesla Inc.  5,753,000  1,439,516
1 Sony Group Corp. ADR 13,245,000  1,091,520
  Ross Stores Inc.  7,604,700    858,951
* Alibaba Group Holding Ltd. ADR  9,901,817    858,884
  TJX Cos. Inc.  8,168,600    726,025
*,2 Mattel Inc. 26,455,838    582,822
2 Whirlpool Corp.  3,007,832    402,147
* Amazon.com Inc.  3,063,500    389,432
* Royal Caribbean Cruises Ltd.  2,404,147    221,518
  Bath & Body Works Inc.  3,490,014    117,963
  Marriott International Inc. Class A    448,410     88,139
* Flutter Entertainment plc (XDUB)    531,171     86,425
  Hilton Worldwide Holdings Inc.    423,766     63,641
1 Restaurant Brands International Inc.    808,900     53,889
  eBay Inc.  1,189,000     52,423
  McDonald's Corp.    191,800     50,528
* Burlington Stores Inc.    217,700     29,455
* Carnival Corp.  2,054,065     28,182
  Lowe's Cos. Inc.    125,000     25,980
    Shares Market
Value

($000)
  MGM Resorts International    540,000     19,850
* Victoria's Secret & Co.  1,168,271     19,487
* Ulta Beauty Inc.     21,000      8,388
  Las Vegas Sands Corp.    173,400      7,949
  Newell Brands Inc.    625,000      5,644
       7,228,758
Consumer Staples (0.3%)
  Sysco Corp.  1,484,400     98,044
* Dollar Tree Inc.    659,700     70,225
  Altria Group Inc.    594,100     24,982
1 Haleon plc ADR    548,000      4,565
  Dollar General Corp.     20,000      2,116
         199,932
Energy (2.4%)
  Hess Corp.  4,874,200    745,752
  Pioneer Natural Resources Co.  2,231,500    512,241
  EOG Resources Inc.  1,595,600    202,258
* Transocean Ltd. (XNYS) 12,078,773     99,167
  Schlumberger NV    700,100     40,816
       1,600,234
Financials (6.3%)
  Wells Fargo & Co. 27,837,347  1,137,434
  Visa Inc. Class A  2,281,400    524,745
  Marsh & McLennan Cos. Inc.  2,630,516    500,587
  JPMorgan Chase & Co.  3,290,400    477,174
  Raymond James Financial Inc.  4,257,403    427,571
  Bank of America Corp.  8,434,632    230,940
  CME Group Inc.    620,068    124,150
  Mastercard Inc. Class A    308,300    122,059
  Progressive Corp.    850,000    118,405
  Northern Trust Corp.  1,507,900    104,769
  Citigroup Inc.  1,822,300     74,951
  Fidelity National Information Services Inc.  1,281,500     70,829
* PayPal Holdings Inc.    866,500     50,656
  Goldman Sachs Group Inc.    150,000     48,536
  Charles Schwab Corp.    873,014     47,928
  Morgan Stanley    205,000     16,742
  Discover Financial Services    182,525     15,812
       4,093,288
9

 

PRIMECAP Fund
    Shares Market
Value

($000)
Health Care (31.7%)
  Eli Lilly & Co. 13,218,508  7,100,057
  Amgen Inc.  8,980,295  2,413,544
*,2 Biogen Inc.  9,016,571  2,317,349
  AstraZeneca plc ADR 25,805,588  1,747,554
* Boston Scientific Corp. 25,747,344  1,359,460
1 Novartis AG ADR  8,961,185    912,786
  Thermo Fisher Scientific Inc.  1,799,547    910,877
  Bristol-Myers Squibb Co. 11,502,023    667,577
* BioMarin Pharmaceutical Inc.  6,697,338    592,581
  Roche Holding AG  1,557,193    425,115
* BeiGene Ltd. ADR  2,277,390    409,634
  GSK plc ADR  8,630,550    312,857
* Seagen Inc.  1,252,675    265,755
  Zimmer Biomet Holdings Inc.  2,188,800    245,627
* Elanco Animal Health Inc. (XNYS) 17,528,639    197,022
  Abbott Laboratories  1,936,695    187,569
  CVS Health Corp.  2,134,000    148,996
  Stryker Corp.    317,400     86,736
  Agilent Technologies Inc.    732,516     81,910
  Sanofi ADR    893,000     47,901
  Medtronic plc    570,000     44,665
* IQVIA Holdings Inc.    213,584     42,023
  Danaher Corp.    167,402     41,532
3 Siemens Healthineers AG    721,300     36,485
* Edwards Lifesciences Corp.    492,100     34,093
  Alcon Inc.    431,477     33,250
* Waters Corp.     33,680      9,235
  Humana Inc.     10,076      4,902
  UnitedHealth Group Inc.      9,615      4,848
* Zimvie Inc.    101,700        957
      20,682,897
Industrials (12.7%)
  FedEx Corp.  8,572,658  2,271,069
  Siemens AG (Registered)  7,787,469  1,112,898
  Southwest Airlines Co. 25,438,978    688,633
  Airbus SE  3,971,592    531,592
* United Airlines Holdings Inc. 12,136,003    513,353
  Delta Air Lines Inc. 11,146,900    412,435
  Caterpillar Inc.  1,348,100    368,031
  United Parcel Service Inc. Class B (XNYS)  1,928,970    300,669
  Textron Inc.  3,612,300    282,265
  Union Pacific Corp.  1,350,400    274,982
* TransDigm Group Inc.    315,666    266,147
* American Airlines Group Inc. 19,044,313    243,958
  Carrier Global Corp.  3,187,200    175,933
* Alaska Air Group Inc.  3,298,400    122,305
  General Dynamics Corp.    513,800    113,534
  Otis Worldwide Corp.  1,367,260    109,805
  JB Hunt Transport Services Inc.    515,900     97,257
  CSX Corp.  2,585,000     79,489
    Shares Market
Value

($000)
  Rockwell Automation Inc.    165,500     47,311
  nVent Electric plc    859,000     45,518
  Honeywell International Inc.    221,000     40,828
* Lyft Inc. Class A  3,208,900     33,822
  L3Harris Technologies Inc.    189,000     32,909
  AMETEK Inc.    221,000     32,655
  Deere & Co.     75,700     28,568
  RTX Corp.    376,870     27,123
* WillScot Mobile Mini Holdings Corp.    631,000     26,243
  Norfolk Southern Corp.    127,000     25,010
* Ryanair Holdings plc ADR    250,000     24,302
* Uber Technologies Inc.    113,650      5,227
       8,333,871
Information Technology (26.4%)
* Adobe Inc.  4,357,557  2,221,918
  Microsoft Corp.  6,240,402  1,970,407
  Texas Instruments Inc. 10,764,172  1,711,611
  KLA Corp.  3,581,760  1,642,810
  Micron Technology Inc. 23,646,774  1,608,690
  Intel Corp. 45,108,718  1,603,615
  Oracle Corp.  8,789,770    931,012
  NVIDIA Corp.  1,725,500    750,575
  NetApp Inc.  8,312,241    630,733
  Intuit Inc.  1,184,800    605,362
* Splunk Inc.  3,929,808    574,734
  Analog Devices Inc.  2,491,400    436,219
  QUALCOMM Inc.  3,138,006    348,507
  HP Inc. 12,883,216    331,099
  Hewlett Packard Enterprise Co. 17,189,842    298,587
  Apple Inc.  1,567,000    268,286
  Cisco Systems Inc.  4,371,279    235,000
1 Telefonaktiebolaget LM Ericsson ADR 38,743,541    188,294
  Entegris Inc.  1,835,622    172,383
  Applied Materials Inc.  1,142,300    158,151
  Corning Inc.  3,990,600    121,594
* Autodesk Inc.    424,200     87,771
* Palo Alto Networks Inc.    315,450     73,954
* Western Digital Corp.  1,110,000     50,649
* BlackBerry Ltd.  9,975,500     46,985
  Teradyne Inc.    343,200     34,478
* Keysight Technologies Inc.    179,500     23,750
* VMware Inc. Class A    120,000     19,978
  Dell Technologies Inc. Class C    273,900     18,872
  Marvell Technology Inc.    344,000     18,621
  Jabil Inc.     80,000     10,151
* Salesforce Inc.     48,200      9,774
* Fortinet Inc.     69,450      4,075
1 Infineon Technologies AG ADR     75,000      2,488
* Arista Networks Inc.      4,000        736
* Okta Inc.      7,500        611
* Unity Software Inc.     11,950        375
* RingCentral Inc. Class A      8,000        237
      17,213,092
Materials (1.3%)
  Glencore plc 38,813,549    221,024
  Albemarle Corp.  1,085,835    184,635
 
10

 

PRIMECAP Fund
    Shares Market
Value

($000)
  DuPont de Nemours Inc.  1,972,356    147,118
  Linde plc    245,300     91,337
  Freeport-McMoRan Inc.  2,186,900     81,550
  Dow Inc.  1,255,817     64,750
  Corteva Inc.  1,109,216     56,748
         847,162
Total Common Stocks
(Cost $24,448,359)
64,182,070
Temporary Cash Investments (1.9%)
Money Market Fund (1.9%)
4,5 Vanguard Market Liquidity Fund, 5.391% (Cost$1,211,059) 12,114,478           1,211,327
Total Investments (100.2%) (Cost $25,659,418) 65,393,397
Other Assets and Liabilities—Net (-0.2%) (134,106)
Net Assets (100%) 65,259,291
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 $139,866,000.
2 Considered an affiliated company of the fund as the fund owns more than 5% of the outstanding voting securities of such company.
3 Security exempt from registration under Rule 144A of the Securities Act of 1933. Such securities may be sold in transactions exempt from registration, normally to qualified institutional buyers. At September 30, 2023, the aggregate value was $36,485,000, representing 0.1% of net assets.
4 Affiliated money market fund available only to Vanguard funds and certain trusts and accounts managed by Vanguard. Rate shown is the 7-day yield.
5 Collateral of $144,394,000 was received for securities on loan.
  ADR—American Depositary Receipt.
See accompanying Notes, which are an integral part of the Financial Statements.
11

 

PRIMECAP Fund
Statement of Assets and Liabilities
As of September 30, 2023
($000s, except shares, footnotes, and per-share amounts) Amount
Assets  
Investments in Securities, at Value1  
Unaffiliated Issuers (Cost $23,252,278) 60,879,752
Affiliated Issuers (Cost $2,407,140) 4,513,645
Total Investments in Securities 65,393,397
Investment in Vanguard 2,281
Cash 5,120
Receivables for Accrued Income 74,836
Receivables for Capital Shares Issued 11,838
Total Assets 65,487,472
Liabilities  
Payables for Investment Securities Purchased 37,574
Collateral for Securities on Loan 144,394
Payables to Investment Advisor 30,277
Payables for Capital Shares Redeemed 11,844
Payables to Vanguard 4,092
Total Liabilities 228,181
Net Assets 65,259,291
1 Includes $139,866,000 of securities on loan.  
At September 30, 2023, net assets consisted of:  
   
Paid-in Capital 21,227,367
Total Distributable Earnings (Loss) 44,031,924
Net Assets 65,259,291
 
Investor Shares—Net Assets  
Applicable to 32,361,173 outstanding $.001 par value shares of
beneficial interest (unlimited authorization)
4,762,464
Net Asset Value Per Share—Investor Shares $147.17
 
Admiral Shares—Net Assets  
Applicable to 396,669,106 outstanding $.001 par value shares of
beneficial interest (unlimited authorization)
60,496,827
Net Asset Value Per Share—Admiral Shares $152.51
  
See accompanying Notes, which are an integral part of the Financial Statements.
12

 

PRIMECAP Fund
Statement of Operations
  Year Ended
September 30, 2023
  ($000)
Investment Income  
Income  
Dividends—Unaffiliated Issuers1 898,557
Dividends—Affiliated Issuers 20,958
Interest—Affiliated Issuers 67,458
Securities Lending—Net 145
Total Income 987,118
Expenses  
Investment Advisory Fees—Note B 115,995
The Vanguard Group—Note C  
Management and Administrative—Investor Shares 9,025
Management and Administrative—Admiral Shares 72,712
Marketing and Distribution—Investor Shares 193
Marketing and Distribution—Admiral Shares 1,789
Custodian Fees 1,677
Auditing Fees 30
Shareholders’ Reports—Investor Shares 65
Shareholders’ Reports—Admiral Shares 194
Trustees’ Fees and Expenses 36
Other Expenses 417
Total Expenses 202,133
Expenses Paid Indirectly (5)
Net Expenses 202,128
Net Investment Income 784,990
Realized Net Gain (Loss)  
Capital Gains Distributions Received – Affiliated Issuers 4
Investment Securities Sold—Unaffiliated Issuers 4,162,634
Investment Securities Sold—Affiliated Issuers (3,750)
Foreign Currencies (51)
Realized Net Gain (Loss) 4,158,837
Change in Unrealized Appreciation (Depreciation)  
Investment Securities—Unaffiliated
Issuers
10,282,718
Investment Securities—Affiliated Issuers (9,221)
Foreign Currencies 398
Change in Unrealized Appreciation (Depreciation) 10,273,895
Net Increase (Decrease) in Net Assets Resulting from Operations 15,217,722
1 Dividends are net of foreign withholding taxes of $14,530,000.
  
See accompanying Notes, which are an integral part of the Financial Statements.
13

 

PRIMECAP Fund
Statement of Changes in Net Assets
  Year Ended September 30,
  2023
($000)
2022
($000)
     
Increase (Decrease) in Net Assets    
Operations    
Net Investment Income 784,990 694,417
Realized Net Gain (Loss) 4,158,837 5,251,839
Change in Unrealized Appreciation (Depreciation) 10,273,895 (17,464,208)
Net Increase (Decrease) in Net Assets Resulting from Operations 15,217,722 (11,517,952)
Distributions    
Investor Shares (408,794) (553,707)
Admiral Shares (5,062,138) (6,487,189)
Total Distributions (5,470,932) (7,040,896)
Capital Share Transactions    
Investor Shares (215,027) (197,112)
Admiral Shares (113,439) 659,600
Net Increase (Decrease) from Capital Share Transactions (328,466) 462,488
Total Increase (Decrease) 9,418,324 (18,096,360)
Net Assets    
Beginning of Period 55,840,967 73,937,327
End of Period 65,259,291 55,840,967
  
See accompanying Notes, which are an integral part of the Financial Statements.
14

 

PRIMECAP Fund
Financial Highlights
Investor Shares          
For a Share Outstanding
Throughout Each Period 
Year Ended September 30,
2023 2022 2021 2020 2019
Net Asset Value, Beginning of Period $126.26 $168.72 $142.86 $133.12 $147.61
Investment Operations          
Net Investment Income1 1.632 1.456 1.183 1.745 1.715
Net Realized and Unrealized Gain (Loss) on Investments 31.717 (27.430) 39.134 17.947 (6.495)
Total from Investment Operations 33.349 (25.974) 40.317 19.692 (4.780)
Distributions          
Dividends from Net Investment Income (1.549) (1.150) (1.542) (1.690) (1.470)
Distributions from Realized Capital Gains (10.890) (15.336) (12.915) (8.262) (8.240)
Total Distributions (12.439) (16.486) (14.457) (9.952) (9.710)
Net Asset Value, End of Period $147.17 $126.26 $168.72 $142.86 $133.12
Total Return2 28.06% -17.25% 29.74% 15.05% -2.41%
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $4,762 $4,243 $5,878 $5,697 $6,095
Ratio of Total Expenses to Average Net Assets 0.38%3 0.38%3 0.38% 0.38% 0.38%
Ratio of Net Investment Income to Average Net Assets 1.17% 0.95% 0.73% 1.31% 1.32%
Portfolio Turnover Rate 4% 3% 5% 6% 5%
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 The ratio of expenses to average net assets for the period net of reduction from custody fee offset arrangements was 0.38%.
  
See accompanying Notes, which are an integral part of the Financial Statements.
15

 

PRIMECAP Fund
Financial Highlights
Admiral Shares          
For a Share Outstanding
Throughout Each Period 
Year Ended September 30,
2023 2022 2021 2020 2019
Net Asset Value, Beginning of Period $130.87 $174.92 $148.12 $138.02 $153.09
Investment Operations          
Net Investment Income1 1.793 1.621 1.345 1.920 1.880
Net Realized and Unrealized Gain (Loss) on Investments 32.854 (28.426) 40.564 18.600 (6.756)
Total from Investment Operations 34.647 (26.805) 41.909 20.520 (4.876)
Distributions          
Dividends from Net Investment Income (1.718) (1.343) (1.716) (1.853) (1.647)
Distributions from Realized Capital Gains (11.289) (15.902) (13.393) (8.567) (8.547)
Total Distributions (13.007) (17.245) (15.109) (10.420) (10.194)
Net Asset Value, End of Period $152.51 $130.87 $174.92 $148.12 $138.02
Total Return2 28.14% -17.19% 29.83% 15.13% -2.34%
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $60,497 $51,598 $68,059 $58,626 $57,177
Ratio of Total Expenses to Average Net Assets 0.31%3 0.31%3 0.31% 0.31% 0.31%
Ratio of Net Investment Income to Average Net Assets 1.24% 1.02% 0.80% 1.39% 1.39%
Portfolio Turnover Rate 4% 3% 5% 6% 5%
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 The ratio of expenses to average net assets for the period net of reduction from custody fee offset arrangements was 0.31%.
  
See accompanying Notes, which are an integral part of the Financial Statements.
16

 

PRIMECAP Fund
Notes to Financial Statements
Vanguard PRIMECAP 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. 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.
4. 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.
5. 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
17

 

PRIMECAP Fund
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.
6. 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 September 30, 2023, the fund did not utilize the credit facilities or the Interfund Lending Program.
7. 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.
18

 

PRIMECAP Fund
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. PRIMECAP Management Company provides investment advisory services to the fund for a fee calculated at an annual percentage rate of average net assets. For the year ended September 30, 2023, the investment advisory fee represented an effective annual basic rate of 0.18% of the fund’s average net assets.
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, and distribution 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 September 30, 2023, the fund had contributed to Vanguard capital in the amount of $2,281,000, representing less than 0.01% of the fund’s net assets and 0.91% 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’s custodian bank has agreed to reduce its fees when the fund maintains cash on deposit in the non-interest-bearing custody account. For the year ended September 30, 2023, custodian fee offset arrangements reduced the fund’s expenses by $5,000 (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. 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 valued with significant unobservable inputs are noted on the Schedule of Investments.
19

 

PRIMECAP Fund
The following table summarizes the market value of the fund’s investments as of September 30, 2023, based on the inputs used to value them:
  Level 1
($000)
Level 2
($000)
Level 3
($000)
Total
($000)
Investments        
Assets        
Common Stocks 61,767,804 2,414,266 64,182,070
Temporary Cash Investments 1,211,327 1,211,327
Total 62,979,131 2,414,266 65,393,397
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 231,487
Total Distributable Earnings (Loss) (231,487)
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. 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 612,526
Undistributed Long-Term Gains 3,692,808
Net Unrealized Gains (Losses) 39,726,590
Capital Loss Carryforwards
Qualified Late-Year Losses
Other Temporary Differences
Total 44,031,924
20

 

PRIMECAP Fund
The tax character of distributions paid was as follows:
  Year Ended September 30,
  2023
Amount
($000)
2022
Amount
($000)
Ordinary Income* 721,198 804,431
Long-Term Capital Gains 4,749,734 6,236,465
Total 5,470,932 7,040,896
* Includes short-term capital gains, if any.
As of September 30, 2023, gross unrealized appreciation and depreciation for investments based on cost for U.S. federal income tax purposes were as follows:
  Amount
($000)
Tax Cost 25,666,797
Gross Unrealized Appreciation 42,386,363
Gross Unrealized Depreciation (2,659,763)
Net Unrealized Appreciation (Depreciation) 39,726,600
G. During the year ended September 30, 2023, the fund purchased $2,390,626,000 of investment securities and sold $6,892,650,000 of investment securities, other than temporary cash investments.
H. Capital share transactions for each class of shares were:
    
  Year Ended September 30,  
  2023   2022
  Amount
($000)
Shares
(000)
  Amount
($000)
Shares
(000)
Investor Shares          
Issued 205,544 1,472   229,327 1,457
Issued in Lieu of Cash Distributions 388,807 3,083   527,986 3,387
Redeemed (809,378) (5,800)   (954,425) (6,080)
Net Increase (Decrease)—Investor Shares (215,027) (1,245)   (197,112) (1,236)
Admiral Shares          
Issued 1,725,734 12,228   1,600,922 10,130
Issued in Lieu of Cash Distributions 4,730,931 36,219   6,077,212 37,637
Redeemed (6,570,104) (46,041)   (7,018,534) (42,598)
Net Increase (Decrease)—Admiral Shares (113,439) 2,406   659,600 5,169
21

 

PRIMECAP 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  
  Sep. 30,
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)
Sep. 30,
2023
Market
Value
($000)
Biogen Inc. 2,381,790 30,163 3,588 234 (91,250) 2,317,349
Mattel Inc. 517,760 15,791 (3,750) 84,603 582,822
Vanguard Market Liquidity Fund 1,696,764 NA1 NA1 136 147 67,458 4 1,211,327
Whirlpool Corp. 403,733 4,843 3,338 (370) (2,721) 20,958 402,147
Total 5,000,047 35,006 22,717 (3,750) (9,221) 88,416 4 4,513,645
1 Not applicable—purchases and sales are for temporary cash investment purposes.
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.
K. Management has determined that no events or transactions occurred subsequent to September 30, 2023, that would require recognition or disclosure in these financial statements.
22

 

Report of Independent Registered Public Accounting Firm
To the Board of Trustees of Vanguard Chester Funds and Shareholders of Vanguard PRIMECAP Fund
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Vanguard PRIMECAP Fund (one of the funds constituting Vanguard Chester Funds, referred to hereafter as the "Fund") as of September 30, 2023, the related statement of operations for the year ended September 30, 2023, the statement of changes in net assets for each of the two years in the period ended September 30, 2023, including the related notes, and the financial highlights for each of the five years in the period ended September 30, 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 September 30, 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 September 30, 2023 and the financial highlights for each of the five years in the period ended September 30, 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 September 30, 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
November 16, 2023
We have served as the auditor of one or more investment companies in The Vanguard Group of Funds since 1975.
23

 


Tax information (unaudited)
For corporate shareholders, 92.1%, 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 $721,198,000, or if subsequently determined to be different, the maximum amount allowable by law, as qualified dividend income for individual shareholders for the fiscal year.
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 $4,943,218,000 as capital gain dividends (20% rate gain distributions) to shareholders during the fiscal year.
The fund hereby designates $15,692,000, 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.
24

 

Trustees Approve Advisory Arrangement
The board of trustees of Vanguard PRIMECAP Fund has renewed the fund’s investment advisory arrangement with PRIMECAP Management Company (PRIMECAP). The board determined that renewing the fund’s advisory arrangement was in the best interests of the fund and its shareholders.
The board based its decision upon an evaluation of the advisor’s investment staff, portfolio management process, and performance. This evaluation included information provided to the board by Vanguard’s Portfolio Review Department, which is responsible for fund and advisor oversight and product management. The Portfolio Review Department met regularly with the advisor and made presentations to the board during the fiscal year that directed the board’s focus to relevant information and topics.
The board, or an investment committee made up of board members, also received information throughout the year during advisor presentations. For each advisor presentation, the board was provided with letters and reports that included information about, among other things, the advisory firm and the advisor’s assessment of the investment environment, portfolio performance, and portfolio characteristics.
In addition, the board received periodic reports throughout the year, which included information about the fund’s performance relative to its peers and benchmark, as applicable, and updates, as needed, on the Portfolio Review Department’s ongoing assessment of the advisor.
Prior to their meeting, the trustees were provided with a memo and material that summarized the information they received over the course of the year. They also considered the factors discussed below, among others. However, no single factor determined whether the board approved the arrangement. Rather, it was the totality of the circumstances that drove the board’s decision.
Nature, extent, and quality of services
The board reviewed the quality of the fund’s investment management services over both the short and long term, and took into account the organizational depth and stability of the advisor. The board considered that PRIMECAP, founded in 1983, is recognized for its long-term approach to growth equity investing. Five experienced portfolio managers are responsible for separate subportfolios, and each portfolio manager employs a fundamental, research-driven approach in seeking to identify companies with long-term growth potential that the market has yet to appreciate. The multi-counselor approach employed by PRIMECAP is designed to emphasize individual decision-making and enable the portfolio managers to invest in their highest-conviction ideas. The advisor’s fundamental research focuses on developing opinions independent from Wall Street’s consensus and maintaining a long-term horizon. PRIMECAP has managed the fund since its inception in 1984.
The board concluded that the advisor’s experience, stability, depth, and performance, among other factors, warranted continuation of the advisory arrangement.
Investment performance
The board considered the short- and long-term performance of the fund, including any periods of outperformance or underperformance compared with a relevant benchmark index and peer group. The board concluded that the performance was such that the advisory arrangement should continue.
25

 

Cost
The board concluded that the fund’s expense ratio was below the average expense ratio charged by funds in its peer group and that the fund’s advisory fee rate was also below the peer-group average.
The board did not consider the profitability of PRIMECAP in determining whether to approve the advisory fee, because PRIMECAP is independent of Vanguard and the advisory fee is the result of arm’s-length negotiations.
The benefit of economies of scale
The board concluded that the fund’s shareholders benefit from economies of scale because of breakpoints in the fund’s advisory fee schedule. The breakpoints reduce the effective rate of the fee as fund assets increase.
The board will consider whether to renew the advisory arrangement again after a one-year period.
26

 

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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
Direct Investor Account Services > 800-662-2739
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.
© 2023 The Vanguard Group, Inc.
All rights reserved.
Vanguard Marketing Corporation, Distributor.
Q590 112023

Annual Report  |  September 30, 2023
Vanguard Target Retirement Funds
Vanguard Target Retirement Income Fund
Vanguard Target Retirement 2020 Fund
Vanguard Target Retirement 2025 Fund
Vanguard Target Retirement 2030 Fund
Vanguard Target Retirement 2035 Fund
Vanguard Target Retirement 2040 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
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 September 30, 2023, returns for the six Vanguard Target Retirement Funds covered in this report ranged from 7.02% for the Income Fund to 16.15% for the 2040 Fund. (The funds with target dates of 2045 through 2070 are covered in a separate report.)
Early in the period, inflation began to ease off multidecade highs amid aggressive interest rate hikes by the Federal Reserve and other major central banks. Unexpected resilience in labor markets and consumer spending helped dial back expectations of a sustained U.S. or global recession, but the prospect of higher rates for longer weighed on market sentiment toward the close of the period.
Vanguard Target Retirement Funds are designed to reach an allocation of 70% bonds and 30% stocks within seven years after their target dates. The funds invest all of their assets in Vanguard index funds that seek to match the performance of broad stock and bond market indexes.
For the 10 years ended September 30, the funds’ average annual returns ranged from 3.60% for the Income Fund to 7.26% for the 2040 Fund.
Market Barometer
  Average Annual Total Returns
Periods Ended September 30, 2023
  One Year Three Years Five Years
Stocks      
Russell 1000 Index (Large-caps) 21.19% 9.53% 9.63%
Russell 2000 Index (Small-caps) 8.93 7.16 2.40
Russell 3000 Index (Broad U.S. market) 20.46 9.38 9.14
FTSE All-World ex US Index (International) 20.67 4.23 3.00
Bonds      
Bloomberg U.S. Aggregate Float Adjusted Index
(Broad taxable market)
0.78% -5.18% 0.18%
Bloomberg Municipal Bond Index
(Broad tax-exempt market)
2.66 -2.30 1.05
FTSE Three-Month U.S. Treasury Bill Index 4.71 1.78 1.74
CPI      
Consumer Price Index 3.70% 5.75% 4.04%
1

 

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. The Target Retirement Funds have no direct expenses, but each fund bears its proportionate share of the costs for the underlying funds in which it invests. These indirect expenses make up the acquired fund fees and expenses, also expressed as a percentage of average net assets. 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 costs were calculated using the acquired fund fees and expenses for each Target Retirement Fund.
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. 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 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.
2

 

Six Months Ended September 30, 2023      
  Beginning
Account Value
3/31/2023
Ending
Account Value
9/30/2023
Expenses
Paid During
Period
Based on Actual Fund Return      
Target Retirement Income Fund $1,000.00 $989.80 $0.40
Target Retirement 2020 Fund $1,000.00 $994.40 $0.40
Target Retirement 2025 Fund $1,000.00 $999.40 $0.40
Target Retirement 2030 Fund $1,000.00 $1,002.40 $0.40
Target Retirement 2035 Fund $1,000.00 $1,006.80 $0.40
Target Retirement 2040 Fund $1,000.00 $1,010.80 $0.40
Based on Hypothetical 5% Yearly Return      
Target Retirement Income Fund $1,000.00 $1,024.67 $0.41
Target Retirement 2020 Fund $1,000.00 $1,024.67 $0.41
Target Retirement 2025 Fund $1,000.00 $1,024.67 $0.41
Target Retirement 2030 Fund $1,000.00 $1,024.67 $0.41
Target Retirement 2035 Fund $1,000.00 $1,024.67 $0.41
Target Retirement 2040 Fund $1,000.00 $1,024.67 $0.41
The calculations are based on acquired fund fees and expenses for the most recent six-month period. The underlying funds’ annualized expense figures for that period are (in order as listed from top to bottom above) 0.08%, 0.08%, 0.08%, 0.08%, 0.08%, and 0.08%. The dollar amounts shown as “Expenses Paid” are equal to the annualized average weighted expense ratio for the underlying funds 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 (183/365).
3

 

Target Retirement Income 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: September 30, 2013, Through September 30, 2023
Initial Investment of $10,000
    Average Annual Total Returns
Periods Ended September 30, 2023
 
    One
Year
Five
Years
Ten
Years
Final Value
of a $10,000
Investment
 Target Retirement Income Fund 7.02% 2.69% 3.60% $14,240
 Target Income Composite Index 7.31 2.97 3.84 14,578
 Bloomberg U.S. Aggregate Bond Index 0.64 0.10 1.13 11,185
Target Income Composite Index: Derived by applying the fund’s target asset allocation to the results of the following benchmarks: for international stocks, the FTSE Global All Cap ex US Index; for U.S. bonds, the Bloomberg U.S. Aggregate Float Adjusted Index, and the Bloomberg U.S. Treasury Inflation-Protected Securities (TIPS) 0–5 Year Index; for international bonds, the Bloomberg Global Aggregate ex-USD Float Adjusted RIC Capped Index Hedged; and for U.S. stocks, the CRSP US Total Market Index. International stock benchmark returns are adjusted for withholding taxes.
See Financial Highlights for dividend and capital gains information.
4

 

Target Retirement Income Fund
Underlying Vanguard Funds
As of September 30, 2023
Vanguard Total Bond Market II Index Fund Investor Shares 37.2%
Vanguard Total Stock Market Index Fund Institutional Plus Shares 17.5
Vanguard Short-Term Inflation-Protected Securities Index Fund Admiral Shares 17.1
Vanguard Total International Bond II Index Fund Institutional Shares 16.2
Vanguard Total International Stock Index Fund Investor Shares 12.0
The table reflects the fund’s investments, except for short-term investments and derivatives.
5

 

Target Retirement Income Fund
Financial Statements
Schedule of Investments
As of September 30, 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)
Investment Companies (99.2%)
U.S. Stock Fund (17.4%)
  Vanguard Total Stock Market Index Fund Institutional Plus Shares    31,587,243  6,127,293
International Stock Fund (11.9%)
  Vanguard Total International Stock Index Fund Investor Shares   244,056,344  4,192,888
U.S. Bond Funds (53.8%)
1 Vanguard Total Bond Market II Index Fund Investor Shares 1,434,365,655 13,009,696
  Vanguard Short-Term Inflation-Protected Securities Index Fund Admiral Shares   253,514,275  5,967,726
                      18,977,422
International Bond Fund (16.1%)
1 Vanguard Total International Bond II Index Fund Institutional Shares   221,237,110  5,685,794
Total Investment Companies (Cost $32,688,565) 34,983,397
Temporary Cash Investments (0.8%)
Money Market Fund (0.8%)
1 Vanguard Market Liquidity Fund, 5.391% (Cost $283,255)     2,833,704           283,342
Total Investments (100.0%) (Cost $32,971,820)   35,266,739
Other Assets and Liabilities—Net (0.0%)   (3,466)
Net Assets (100%)   35,263,273
Cost is in $000.
See Note A in Notes to Financial Statements.
1 Affiliated fund available only to Vanguard funds and certain trusts and accounts managed by Vanguard. Rate shown for Vanguard Market Liquidity Fund is the 7-day yield.
6

 

Target Retirement Income Fund

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
10-Year U.S. Treasury Note December 2023 1,810 195,593 (3,893)
E-mini S&P 500 Index December 2023 423 91,484 (3,927)
        (7,820)
  
See accompanying Notes, which are an integral part of the Financial Statements.
7

 

Target Retirement Income Fund
Statement of Assets and Liabilities
As of September 30, 2023
($000s, except shares, footnotes, and per-share amounts) Amount
Assets  
Investments in Securities, at Value—Affiliated Funds (Cost $32,971,820) 35,266,739
Cash 4
Cash Collateral Pledged—Futures Contracts 8,367
Receivables for Investment Securities Sold 5,578
Receivables for Accrued Income 89,060
Receivables for Capital Shares Issued 13,687
Variation Margin Receivable—Futures Contracts 114
Total Assets 35,383,549
Liabilities  
Payables for Investment Securities Purchased 89,070
Payables for Capital Shares Redeemed 31,206
Total Liabilities 120,276
Net Assets 35,263,273

At September 30, 2023, net assets consisted of:

   
Paid-in Capital 32,559,967
Total Distributable Earnings (Loss) 2,703,306
Net Assets 35,263,273
   
Net Assets  
Applicable to 2,837,086,106 outstanding $.001 par value shares of
beneficial interest (unlimited authorization)
35,263,273
Net Asset Value Per Share $12.43
See accompanying Notes, which are an integral part of the Financial Statements.
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Target Retirement Income Fund
Statement of Operations
  Year Ended
September 30, 2023
  ($000)
Investment Income  
Income  
Income Distributions Received from Affiliated Funds 972,603
Net Investment Income—Note B 972,603
Realized Net Gain (Loss)  
Capital Gain Distributions Received from Affiliated Funds 1
Affiliated Funds Sold1 427,570
Futures Contracts (3,766)
Realized Net Gain (Loss) 423,805
Change in Unrealized Appreciation (Depreciation)  
Affiliated Funds 1,111,662
Futures Contracts 35,496
Change in Unrealized Appreciation (Depreciation) 1,147,158
Net Increase (Decrease) in Net Assets Resulting from Operations 2,543,566
1 Includes $74,035,000 of net gain (loss) resulting from in-kind redemptions.
See accompanying Notes, which are an integral part of the Financial Statements.
9

 

Target Retirement Income Fund
Statement of Changes in Net Assets
  Year Ended September 30,
  2023
($000)
2022
($000)
Increase (Decrease) in Net Assets    
Operations    
Net Investment Income 972,603 682,240
Realized Net Gain (Loss) 423,805 367,744
Change in Unrealized Appreciation (Depreciation) 1,147,158 (5,178,040)
Net Increase (Decrease) in Net Assets Resulting from Operations 2,543,566 (4,128,056)
Distributions    
Total Distributions (1,182,988) (1,512,703)
Capital Share Transactions    
Issued 2,868,217 4,128,690
Issued in Connection with Acquisition of Vanguard Institutional Target Retirement Income Fund—Note G 8,507,454
Issued in Connection with Acquisition of Vanguard Target Retirement 2015 Fund—Note G 17,151,053
Issued in Lieu of Cash Distributions 1,143,309 1,422,170
Redeemed (6,630,784) (5,368,260)
Net Increase (Decrease) from Capital Share Transactions (2,619,258) 25,841,107
Total Increase (Decrease) (1,258,680) 20,200,348
Net Assets    
Beginning of Period 36,521,953 16,321,605
End of Period 35,263,273 36,521,953
See accompanying Notes, which are an integral part of the Financial Statements.
10

 

Target Retirement Income Fund
Financial Highlights
For a Share Outstanding
Throughout Each Period
Year Ended September 30,
2023 2022 2021 2020 2019
Net Asset Value, Beginning of Period $12.00 $15.24 $14.54 $13.85 $13.52
Investment Operations          
Net Investment Income1 .333 .380 .278 .308 .341
Capital Gain Distributions Received1 .0002 .017 .056
Net Realized and Unrealized Gain (Loss) on Investments .503 (2.381) .887 .696 .533
Total from Investment Operations .836 (1.984) 1.221 1.004 .874
Distributions          
Dividends from Net Investment Income (.360) (.382) (.256) (.297) (.352)
Distributions from Realized Capital Gains (.046) (.874) (.265) (.017) (.192)
Total Distributions (.406) (1.256) (.521) (.314) (.544)
Net Asset Value, End of Period $12.43 $12.00 $15.24 $14.54 $13.85
Total Return3 7.02% -14.19% 8.48% 7.35% 6.75%
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $35,263 $36,522 $16,322 $17,576 $16,984
Ratio of Total Expenses to Average Net Assets
Acquired Fund Fees and Expenses 0.08% 0.09%4 0.12% 0.12% 0.12%
Ratio of Net Investment Income to Average Net Assets 2.64% 2.82% 1.84% 2.19% 2.54%
Portfolio Turnover Rate 4%5 19%5 6% 17% 10%
1 Calculated based on average shares outstanding.
2 Distribution was less than $.001 per share.
3 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.
4 The Acquired Fund Fees and Expenses (AFFE) of 0.09% reflects the blended amount of expenses for the year ended September 30, 2022. Before the acquisition of Vanguard Institutional Target Retirement Income Fund on February 11, 2022, the AFFE was 0.12% on an annualized basis. Following the acquisition, the AFFE was 0.08% on an annualized basis and remained 0.08% following the acquisition of Vanguard Target Retirement 2015 Fund on July 8, 2022. See Note G.
5 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the fund’s capital shares.
See accompanying Notes, which are an integral part of the Financial Statements.
11

 

Target Retirement Income Fund
Notes to Financial Statements
Vanguard Target Retirement Income Fund is registered under the Investment Company Act of 1940 as an open-end investment company, or mutual fund. The fund follows a balanced investment strategy by investing in selected Vanguard funds to achieve its targeted allocation of assets to U.S. and international stocks, and U.S. and international bonds. Financial statements and other information about each underlying fund are available at www.vanguard.com.
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: Investments are valued at the net asset value of each underlying Vanguard fund determined as of the close of the New York Stock Exchange (generally 4 p.m., Eastern time) on the valuation date.
2. Futures Contracts: The fund uses stock and bond futures contracts to a limited extent, with the objectives of maintaining full exposure to the market and maintaining its target asset allocation. The primary risks associated with the use of futures contracts are imperfect correlation between changes in market values of investments 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 September 30, 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.
3. 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.
4. 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.
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Target Retirement Income Fund
5. 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 borne by the funds in which the fund invests (see Note B). 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 September 30, 2023, the fund did not utilize the credit facilities or the Interfund Lending Program.
6. Other: Income and capital gain distributions received are recorded on the ex-dividend 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.
B.  In accordance with the terms of a Funds’ Service Agreement (the “FSA”) between Vanguard and the fund, Vanguard furnishes to the fund investment advisory, corporate management, administrative, marketing, and distribution 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. The FSA provides that expenses otherwise allocable to Vanguard funds-of-funds may be reduced or eliminated to the extent of savings realized by the underlying Vanguard funds by virtue of being part of a fund-of-funds. Accordingly, all expenses for services provided by Vanguard to the fund and all other expenses incurred by the fund during the year ended September 30, 2023, were borne by the underlying Vanguard funds in which the fund invests. The fund's trustees and officers are also trustees and officers, respectively, of the underlying Vanguard funds, as well as directors and employees, respectively, of Vanguard.
C.  The fund’s SEC registrant (the Vanguard Chester Funds (the “Trust”)), certain officers and trustees of the Trust, and The Vanguard Group Inc. (collectively, the “Defendants”) were named in putative class action lawsuits filed in 2022 by certain investors (the “Plaintiffs”) in the U.S. District Court for the Eastern District of Pennsylvania; these class action lawsuits were later consolidated into one action. The Plaintiffs assert claims related to their allegations that the Defendants
13

 

Target Retirement Income Fund
improperly decided to lower minimum investment limits in 2020 for the Trust’s Institutional Target Retirement funds for certain smaller retirement plan participants, which purportedly harmed certain investors in taxable accounts. The Plaintiffs seek damages and various other forms of relief. The Defendants do not agree with these allegations and claims and intend to vigorously defend against them.
D.  Various inputs may be used to determine the value of the fund’s investments and derivatives. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.
Level 1—Quoted prices in active markets for identical securities.
Level 2—Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
Level 3—Significant unobservable inputs (including the fund’s own assumptions used to determine the fair value of investments). Any investments and derivatives valued with significant unobservable inputs are noted on the Schedule of Investments.
At September 30, 2023, 100% of the market value of the fund's investments and derivatives was determined based on Level 1 inputs.
E.  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 in-kind redemptions and distributions in connection with fund share redemptions were reclassified between the following accounts:
  Amount
($000)
Paid-in Capital 95,844
Total Distributable Earnings (Loss) (95,844)
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
14

 

Target Retirement Income Fund
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 94,083
Undistributed Long-Term Gains 337,575
Net Unrealized Gains (Losses) 2,271,648
Capital Loss Carryforwards
Qualified Late-Year Losses
Other Temporary Differences
Total 2,703,306
The tax character of distributions paid was as follows:
  Year Ended September 30,
  2023
Amount
($000)
2022
Amount
($000)
Ordinary Income* 1,046,938 599,113
Long-Term Capital Gains 136,050 913,590
Total 1,182,988 1,512,703
* Includes short-term capital gains, if any.
As of September 30, 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 32,995,091
Gross Unrealized Appreciation 5,184,267
Gross Unrealized Depreciation (2,912,619)
Net Unrealized Appreciation (Depreciation) 2,271,648
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Target Retirement Income Fund
F.  Capital shares issued and redeemed were:
  Year Ended September 30,
  2023
Shares
(000)
2022
Shares
(000)
Issued 227,373 308,419
Issued in Connection with Acquisition of Vanguard Institutional Target Retirement Income Fund—Note G 610,729
Issued in Connection with Acquisition of Vanguard Target Retirement 2015 Fund—Note G 1,349,414
Issued in Lieu of Cash Distributions 92,349 102,470
Redeemed (527,079) (397,574)
Net Increase (Decrease) in Shares Outstanding (207,357) 1,973,458
G.  On February 11, 2022, the Vanguard Target Retirement Income Fund acquired all the net assets of Vanguard Institutional Target Retirement Income Fund (the “Institutional Target Retirement Income Fund”) pursuant to a plan of reorganization approved by the funds' board of trustees in September 2021. The acquisition was accomplished by a tax-free exchange of 610,729,000 shares of Vanguard Target Retirement Income Fund for the 358,209,000 shares of the Institutional Target Retirement Income Fund outstanding on February 11, 2022. The Institutional Target Retirement Income Fund's net assets of $8,507,454,000, including $918,723,000 of unrealized appreciation, were combined with Vanguard Target Retirement Income Fund's net assets of $15,628,555,000, resulting in combined net assets of $24,136,009,000 on February 11, 2022.
On July 8, 2022, the Vanguard Target Retirement Income Fund acquired all the net assets of Vanguard Target Retirement 2015 Fund (the “Target Retirement 2015 Fund”) pursuant to a plan of reorganization approved by the funds' board of trustees in December 2021. The acquisition was accomplished by a tax-free exchange of 1,349,414,000 shares of Vanguard Target Retirement Income Fund for the 1,369,892,000 shares of the Target Retirement 2015 Fund outstanding on July 8, 2022. The Target Retirement 2015 Fund's net assets of $17,151,053,000, including $1,731,772,000 of unrealized appreciation, were combined with Vanguard Target Retirement Income Fund's net assets of $22,160,053,000, resulting in combined net assets of $39,311,106,000 on July 8, 2022.
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Target Retirement Income Fund
H.  Transactions during the period in affiliated underlying Vanguard funds were as follows:
    Current Period Transactions  
  Sep. 30, 2022
Market Value
($000)
Purchases
at Cost
($000)
Proceeds
from
Securities
Sold1
($000)
Realized
Net Gain
(Loss)
($000)
Change in
Unrealized
App. (Dep.)
($000)
Income
($000)
Capital Gain
Distributions
Received
($000)
Sep. 30, 2023
Market Value
($000)
Vanguard Market Liquidity Fund 446,308 NA2 NA2 40 40 18,340 1 283,342
Vanguard Short-Term Inflation-Protected Securities Index Fund 6,232,081 299,179 528,948 (19,058) (15,528) 233,297 5,967,726
Vanguard Total Bond Market II Index Fund 13,535,615 697,940 931,283 (67,298) (225,278) 392,575 13,009,696
Vanguard Total International Bond II Index Fund 5,936,226 94,066 380,148 (37,119) 72,769 94,066 5,685,794
Vanguard Total International Stock Index Fund 4,191,103 173,890 883,029 28,747 682,177 130,996 4,192,888
Vanguard Total Stock Market Index Fund 6,173,767 193,326 1,359,540 522,258 597,482 103,329 6,127,293
Total 36,515,100 1,458,401 4,082,948 427,570 1,111,662 972,603 1 35,266,739
1 Includes $425,530,000 of portfolio securities delivered as a result of in-kind redemptions of the fund’s capital shares.
2 Not applicable—purchases and sales are for temporary cash investment purposes.
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.
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.
17

 

Target Retirement Income Fund
J.  Management has determined that no events or transactions occurred subsequent to September 30, 2023, that would require recognition or disclosure in these financial statements.
18

 

Target Retirement 2020 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: September 30, 2013, Through September 30, 2023
Initial Investment of $10,000
    Average Annual Total Returns
Periods Ended September 30, 2023
 
    One
Year
Five
Years
Ten
Years
Final Value
of a $10,000
Investment
 Target Retirement 2020 Fund 9.36% 3.58% 5.24% $16,660
 Target 2020 Composite Index 9.68 3.95 5.54 17,140
 MSCI US Broad Market Index 20.67 9.26 11.37 29,352
Target 2020 Composite Index. Derived by applying the fund’s target asset allocation to the results of the following benchmarks: for international stocks, the FTSE Global All Cap ex US Index; for U.S. bonds, the Bloomberg U.S. Aggregate Float Adjusted Index and the Bloomberg U.S. Treasury Inflation-Protected Securities (TIPS) 0-5 Year Index; for international bonds, the Bloomberg Global Aggregate ex-USD Float Adjusted RIC Capped Index Hedged; and for U.S. stocks, the CRSP US Total Market Index. International stock benchmark returns are adjusted for withholding taxes.
See Financial Highlights for dividend and capital gains information.
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Target Retirement 2020 Fund
Underlying Vanguard Funds
As of September 30, 2023
Vanguard Total Bond Market II Index Fund Investor Shares 32.9%
Vanguard Total Stock Market Index Fund Institutional Plus Shares 24.0
Vanguard Total International Stock Index Fund Investor Shares 16.4
Vanguard Total International Bond II Index Fund Institutional Shares 14.8
Vanguard Short-Term Inflation-Protected Securities Index Fund Admiral Shares 11.9
The table reflects the fund’s investments, except for short-term investments and derivatives.
20

 

Target Retirement 2020 Fund
Financial Statements
Schedule of Investments
As of September 30, 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)
Investment Companies (99.1%)
U.S. Stock Fund (23.8%)
  Vanguard Total Stock Market Index Fund Institutional Plus Shares    46,280,257  8,977,444
International Stock Fund (16.2%)
  Vanguard Total International Stock Index Fund Investor Shares   356,087,443  6,117,582
U.S. Bond Funds (44.4%)
1 Vanguard Total Bond Market II Index Fund Investor Shares 1,357,403,938 12,311,654
  Vanguard Short-Term Inflation-Protected Securities Index Fund Admiral Shares   189,118,244  4,451,843
                      16,763,497
International Bond Fund (14.7%)
1 Vanguard Total International Bond II Index Fund Institutional Shares   215,848,457  5,547,306
Total Investment Companies (Cost $33,364,438) 37,405,829
Temporary Cash Investments (0.9%)
Money Market Fund (0.9%)
1 Vanguard Market Liquidity Fund, 5.391% (Cost $348,165)     3,482,929           348,258
Total Investments (100.0%) (Cost $33,712,603)   37,754,087
Other Assets and Liabilities—Net (0.0%)   (3,579)
Net Assets (100%)   37,750,508
Cost is in $000.
See Note A in Notes to Financial Statements.
1 Affiliated fund available only to Vanguard funds and certain trusts and accounts managed by Vanguard. Rate shown for Vanguard Market Liquidity Fund is the 7-day yield.
21

 

Target Retirement 2020 Fund

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
10-Year U.S. Treasury Note December 2023 1,969 212,775 (4,234)
E-mini S&P 500 Index December 2023 652 141,011 (6,053)
        (10,287)
  
See accompanying Notes, which are an integral part of the Financial Statements.
22

 

Target Retirement 2020 Fund
Statement of Assets and Liabilities
As of September 30, 2023
($000s, except shares, footnotes, and per-share amounts) Amount
Assets  
Investments in Securities, at Value—Affiliated Funds (Cost $33,712,603) 37,754,087
Cash Collateral Pledged—Futures Contracts 11,250
Receivables for Accrued Income 76,341
Receivables for Capital Shares Issued 37,842
Variation Margin Receivable—Futures Contracts 9
Total Assets 37,879,529
Liabilities  
Payables for Investment Securities Purchased 85,380
Payables for Capital Shares Redeemed 43,641
Total Liabilities 129,021
Net Assets 37,750,508

At September 30, 2023, net assets consisted of:

   
Paid-in Capital 31,907,915
Total Distributable Earnings (Loss) 5,842,593
Net Assets 37,750,508
   
Net Assets  
Applicable to 1,428,638,616 outstanding $.001 par value shares of
beneficial interest (unlimited authorization)
37,750,508
Net Asset Value Per Share $26.42
See accompanying Notes, which are an integral part of the Financial Statements.
23

 

Target Retirement 2020 Fund
Statement of Operations
  Year Ended
September 30, 2023
  ($000)
Investment Income  
Income  
Income Distributions Received from Affiliated Funds 1,014,170
Net Investment Income—Note B 1,014,170
Realized Net Gain (Loss)  
Capital Gain Distributions Received from Affiliated Funds 1
Affiliated Funds Sold1 1,512,603
Futures Contracts (15,206)
Realized Net Gain (Loss) 1,497,398
Change in Unrealized Appreciation (Depreciation)  
Affiliated Funds 1,133,492
Futures Contracts 36,087
Change in Unrealized Appreciation (Depreciation) 1,169,579
Net Increase (Decrease) in Net Assets Resulting from Operations 3,681,147
1 Includes $213,362,000 of net gain (loss) resulting from in-kind redemptions.
See accompanying Notes, which are an integral part of the Financial Statements.
24

 

Target Retirement 2020 Fund
Statement of Changes in Net Assets
  Year Ended September 30,
  2023
($000)
2022
($000)
Increase (Decrease) in Net Assets    
Operations    
Net Investment Income 1,014,170 947,441
Realized Net Gain (Loss) 1,497,398 1,480,701
Change in Unrealized Appreciation (Depreciation) 1,169,579 (9,865,534)
Net Increase (Decrease) in Net Assets Resulting from Operations 3,681,147 (7,437,392)
Distributions    
Total Distributions (1,915,234) (4,080,032)
Capital Share Transactions    
Issued 2,700,212 3,925,733
Issued in Connection with Acquisition of Vanguard Institutional Target Retirement 2020 Fund—Note G 27,887,495
Issued in Lieu of Cash Distributions 1,876,931 3,912,325
Redeemed (8,427,322) (9,745,997)
Net Increase (Decrease) from Capital Share Transactions (3,850,179) 25,979,556
Total Increase (Decrease) (2,084,266) 14,462,132
Net Assets    
Beginning of Period 39,834,774 25,372,642
End of Period 37,750,508 39,834,774
See accompanying Notes, which are an integral part of the Financial Statements.
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Target Retirement 2020 Fund
Financial Highlights
For a Share Outstanding
Throughout Each Period
Year Ended September 30,
2023 2022 2021 2020 2019
Net Asset Value, Beginning of Period $25.37 $36.04 $33.79 $32.24 $32.14
Investment Operations          
Net Investment Income1 .671 .725 .613 .713 .778
Capital Gain Distributions Received1 .0002 .033 .110
Net Realized and Unrealized Gain (Loss) on Investments 1.643 (5.358) 3.680 1.987 .736
Total from Investment Operations 2.314 (4.600) 4.403 2.700 1.514
Distributions          
Dividends from Net Investment Income (.654) (.789) (.554) (.789) (.745)
Distributions from Realized Capital Gains (.610) (5.281) (1.599) (.361) (.669)
Total Distributions (1.264) (6.070) (2.153) (1.150) (1.414)
Net Asset Value, End of Period $26.42 $25.37 $36.04 $33.79 $32.24
Total Return3 9.36% -15.83% 13.37% 8.51% 5.29%
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $37,751 $39,835 $25,373 $31,887 $32,790
Ratio of Total Expenses to Average Net Assets
Acquired Fund Fees and Expenses 0.08% 0.09%4 0.13% 0.13% 0.13%
Ratio of Net Investment Income to Average Net Assets 2.52% 2.48% 1.73% 2.21% 2.51%
Portfolio Turnover Rate 3%5 14%5 5% 19% 13%
1 Calculated based on average shares outstanding.
2 Distribution was less than $.001 per share.
3 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.
4 The Acquired Fund Fees and Expenses (AFFE) of 0.09% reflects the blended amount of expenses for the year ended September 30, 2022. Before the acquisition of Vanguard Institutional Target Retirement 2020 Fund on February 11, 2022, the AFFE was 0.13% on an annualized basis. Following the acquisition, the AFFE was 0.08% on an annualized basis. See Note G.
5 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the fund’s capital shares.
See accompanying Notes, which are an integral part of the Financial Statements.
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Target Retirement 2020 Fund
Notes to Financial Statements
Vanguard Target Retirement 2020 Fund is registered under the Investment Company Act of 1940 as an open-end investment company, or mutual fund. The fund follows a balanced investment strategy by investing in selected Vanguard funds to achieve its targeted allocation of assets to U.S. and international stocks, and U.S. and international bonds. Financial statements and other information about each underlying fund are available at www.vanguard.com.
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: Investments are valued at the net asset value of each underlying Vanguard fund determined as of the close of the New York Stock Exchange (generally 4 p.m., Eastern time) on the valuation date.
2. Futures Contracts: The fund uses stock and bond futures contracts to a limited extent, with the objectives of maintaining full exposure to the market and maintaining its target asset allocation. The primary risks associated with the use of futures contracts are imperfect correlation between changes in market values of investments 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 September 30, 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.
3. 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.
4. 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.
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Target Retirement 2020 Fund
5. 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 borne by the funds in which the fund invests (see Note B). 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 September 30, 2023, the fund did not utilize the credit facilities or the Interfund Lending Program.
6. Other: Income and capital gain distributions received are recorded on the ex-dividend 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.
B.  In accordance with the terms of a Funds’ Service Agreement (the “FSA”) between Vanguard and the fund, Vanguard furnishes to the fund investment advisory, corporate management, administrative, marketing, and distribution 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. The FSA provides that expenses otherwise allocable to Vanguard funds-of-funds may be reduced or eliminated to the extent of savings realized by the underlying Vanguard funds by virtue of being part of a fund-of-funds. Accordingly, all expenses for services provided by Vanguard to the fund and all other expenses incurred by the fund during the year ended September 30, 2023, were borne by the underlying Vanguard funds in which the fund invests. The fund's trustees and officers are also trustees and officers, respectively, of the underlying Vanguard funds, as well as directors and employees, respectively, of Vanguard.
C.  The fund’s SEC registrant (the Vanguard Chester Funds (the “Trust”)), certain officers and trustees of the Trust, and The Vanguard Group Inc. (collectively, the “Defendants”) were named in putative class action lawsuits filed in 2022 by certain investors (the “Plaintiffs”) in the U.S. District Court for the Eastern District of Pennsylvania; these class action lawsuits were later consolidated into one action. The Plaintiffs assert claims related to their allegations that the Defendants
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Target Retirement 2020 Fund
improperly decided to lower minimum investment limits in 2020 for the Trust’s Institutional Target Retirement funds for certain smaller retirement plan participants, which purportedly harmed certain investors in taxable accounts. The Plaintiffs seek damages and various other forms of relief. The Defendants do not agree with these allegations and claims and intend to vigorously defend against them.
D.  Various inputs may be used to determine the value of the fund’s investments and derivatives. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.
Level 1—Quoted prices in active markets for identical securities.
Level 2—Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
Level 3—Significant unobservable inputs (including the fund’s own assumptions used to determine the fair value of investments). Any investments and derivatives valued with significant unobservable inputs are noted on the Schedule of Investments.
At September 30, 2023, 100% of the market value of the fund's investments and derivatives was determined based on Level 1 inputs.
E.  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 in-kind redemptions and distributions in connection with fund share redemptions were reclassified between the following accounts:
  Amount
($000)
Paid-in Capital 313,615
Total Distributable Earnings (Loss) (313,615)
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
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Target Retirement 2020 Fund
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 617,777
Undistributed Long-Term Gains 1,206,295
Net Unrealized Gains (Losses) 4,018,521
Capital Loss Carryforwards
Qualified Late-Year Losses
Other Temporary Differences
Total 5,842,593
The tax character of distributions paid was as follows:
  Year Ended September 30,
  2023
Amount
($000)
2022
Amount
($000)
Ordinary Income* 990,842 535,324
Long-Term Capital Gains 924,392 3,544,708
Total 1,915,234 4,080,032
* Includes short-term capital gains, if any.
As of September 30, 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 33,735,566
Gross Unrealized Appreciation 7,086,371
Gross Unrealized Depreciation (3,067,850)
Net Unrealized Appreciation (Depreciation) 4,018,521
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Target Retirement 2020 Fund
F.  Capital shares issued and redeemed were:
  Year Ended September 30,
  2023
Shares
(000)
2022
Shares
(000)
Issued 101,678 132,504
Issued in Connection with Acquisition of Vanguard Institutional Target Retirement 2020 Fund—Note G 937,710
Issued in Lieu of Cash Distributions 74,363 126,123
Redeemed (317,822) (329,983)
Net Increase (Decrease) in Shares Outstanding (141,781) 866,354
G.  On February 11, 2022, the Vanguard Target Retirement 2020 Fund acquired all the net assets of Vanguard Institutional Target Retirement 2020 Fund (the “Acquired Fund”) pursuant to a plan of reorganization approved by the funds' board of trustees in September 2021. The acquisition was accomplished by a tax-free exchange of 937,710,000 shares of Vanguard Target Retirement 2020 Fund for the 1,085,539,000 shares of the Acquired Fund outstanding on February 11, 2022. The Acquired Fund's net assets of $27,887,495,000, including $4,980,181,000 of unrealized appreciation, were combined with Vanguard Target Retirement 2020 Fund's net assets of $23,510,659,000, resulting in combined net assets of $51,398,154,000 on February 11, 2022.
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Target Retirement 2020 Fund
H.  Transactions during the period in affiliated underlying Vanguard funds were as follows:
    Current Period Transactions  
  Sep. 30, 2022
Market Value
($000)
Purchases
at Cost
($000)
Proceeds
from
Securities
Sold1
($000)
Realized
Net Gain
(Loss)
($000)
Change in
Unrealized
App. (Dep.)
($000)
Income
($000)
Capital Gain
Distributions
Received
($000)
Sep. 30, 2023
Market Value
($000)
Vanguard Market Liquidity Fund 500,087 NA2 NA2 17 76 18,613 1 348,258
Vanguard Short-Term Inflation-Protected Securities Index Fund 4,373,617 306,540 201,202 (6,377) (20,735) 168,069 4,451,843
Vanguard Total Bond Market II Index Fund 12,595,113 595,636 598,322 (17,619) (263,154) 374,709 12,311,654
Vanguard Total International Bond II Index Fund 5,745,903 90,188 320,987 (38,512) 70,714 90,188 5,547,306
Vanguard Total International Stock Index Fund 6,729,370 202,367 1,956,263 182,465 959,643 202,368 6,117,582
Vanguard Total Stock Market Index Fund 9,880,354 169,468 2,851,955 1,392,629 386,948 160,223 8,977,444
Total 39,824,444 1,364,199 5,928,729 1,512,603 1,133,492 1,014,170 1 37,754,087
1 Includes $925,880,000 of portfolio securities delivered as a result of in-kind redemptions of the fund’s capital shares.
2 Not applicable—purchases and sales are for temporary cash investment purposes.
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.
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,
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Target Retirement 2020 Fund
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 September 30, 2023, that would require recognition or disclosure in these financial statements.
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Target Retirement 2025 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: September 30, 2013, Through September 30, 2023
Initial Investment of $10,000
    Average Annual Total Returns
Periods Ended September 30, 2023
 
    One
Year
Five
Years
Ten
Years
Final Value
of a $10,000
Investment
 Target Retirement 2025 Fund 11.56% 4.06% 5.79% $17,565
 Target 2025 Composite Index 11.91 4.50 6.13 18,137
 MSCI US Broad Market Index 20.67 9.26 11.37 29,352
Target 2025 Composite Index. Derived by applying the fund’s target asset allocation to the results of the following benchmarks: for international stocks, the FTSE Global All Cap ex US Index; for U.S. bonds, the Bloomberg U.S. Aggregate Float Adjusted Index and the Bloomberg U.S. Treasury Inflation-Protected Securities (TIPS) 0-5 Year Index; for international bonds, the Bloomberg Global Aggregate ex-USD Float Adjusted RIC Capped Index Hedged; and for U.S. stocks, the CRSP US Total Market Index. International stock benchmark returns are adjusted for withholding taxes.
See Financial Highlights for dividend and capital gains information.
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Target Retirement 2025 Fund
Underlying Vanguard Funds
As of September 30, 2023
Vanguard Total Stock Market Index Fund Institutional Plus Shares 32.1%
Vanguard Total Bond Market II Index Fund Investor Shares 28.6
Vanguard Total International Stock Index Fund Investor Shares 21.8
Vanguard Total International Bond II Index Fund Institutional Shares 12.7
Vanguard Short-Term Inflation-Protected Securities Index Fund Admiral Shares 4.8
The table reflects the fund’s investments, except for short-term investments and derivatives.
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Target Retirement 2025 Fund
Financial Statements
Schedule of Investments
As of September 30, 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)
Investment Companies (98.8%)
U.S. Stock Fund (31.7%)
  Vanguard Total Stock Market Index Fund Institutional Plus Shares   117,993,110 22,888,304
International Stock Fund (21.5%)
  Vanguard Total International Stock Index Fund Investor Shares   903,956,341 15,529,970
U.S. Bond Funds (33.1%)
1 Vanguard Total Bond Market II Index Fund Investor Shares 2,249,638,429 20,404,221
  Vanguard Short-Term Inflation-Protected Securities Index Fund Admiral Shares   147,506,565  3,472,304
                      23,876,525
International Bond Fund (12.5%)
1 Vanguard Total International Bond II Index Fund Institutional Shares   351,721,831  9,039,251
Total Investment Companies (Cost $60,276,055) 71,334,050
Temporary Cash Investments (1.2%)
Money Market Fund (1.2%)
1 Vanguard Market Liquidity Fund, 5.391% (Cost $850,071)     8,503,181           850,233
Total Investments (100.0%) (Cost $61,126,126)   72,184,283
Other Assets and Liabilities—Net (0.0%)   (4,458)
Net Assets (100%)   72,179,825
Cost is in $000.
See Note A in Notes to Financial Statements.
1 Affiliated fund available only to Vanguard funds and certain trusts and accounts managed by Vanguard. Rate shown for Vanguard Market Liquidity Fund is the 7-day yield.
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Target Retirement 2025 Fund

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
10-Year U.S. Treasury Note December 2023 5,801 626,870 (12,442)
E-mini S&P 500 Index December 2023 1,123 242,877 (10,426)
        (22,868)
  
See accompanying Notes, which are an integral part of the Financial Statements.
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Target Retirement 2025 Fund
Statement of Assets and Liabilities
As of September 30, 2023
($000s, except shares, footnotes, and per-share amounts) Amount
Assets  
Investments in Securities, at Value—Affiliated Funds (Cost $61,126,126) 72,184,283
Cash Collateral Pledged—Futures Contracts 24,625
Receivables for Accrued Income 99,240
Receivables for Capital Shares Issued 75,963
Variation Margin Receivable—Futures Contracts 504
Total Assets 72,384,615
Liabilities  
Payables for Investment Securities Purchased 127,661
Payables for Capital Shares Redeemed 77,129
Total Liabilities 204,790
Net Assets 72,179,825

At September 30, 2023, net assets consisted of:

   
Paid-in Capital 59,146,033
Total Distributable Earnings (Loss) 13,033,792
Net Assets 72,179,825
   
Net Assets  
Applicable to 4,113,208,644 outstanding $.001 par value shares of
beneficial interest (unlimited authorization)
72,179,825
Net Asset Value Per Share $17.55
See accompanying Notes, which are an integral part of the Financial Statements.
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Target Retirement 2025 Fund
Statement of Operations
  Year Ended
September 30, 2023
  ($000)
Investment Income  
Income  
Income Distributions Received from Affiliated Funds 1,762,114
Net Investment Income—Note B 1,762,114
Realized Net Gain (Loss)  
Capital Gain Distributions Received from Affiliated Funds 3
Affiliated Funds Sold1 1,455,569
Futures Contracts (46,021)
Realized Net Gain (Loss) 1,409,551
Change in Unrealized Appreciation (Depreciation)  
Affiliated Funds 4,693,038
Futures Contracts 57,779
Change in Unrealized Appreciation (Depreciation) 4,750,817
Net Increase (Decrease) in Net Assets Resulting from Operations 7,922,482
1 Includes $539,038,000 of net gain (loss) resulting from in-kind redemptions.
See accompanying Notes, which are an integral part of the Financial Statements.
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Target Retirement 2025 Fund
Statement of Changes in Net Assets
  Year Ended September 30,
  2023
($000)
2022
($000)
Increase (Decrease) in Net Assets    
Operations    
Net Investment Income 1,762,114 1,430,621
Realized Net Gain (Loss) 1,409,551 1,472,838
Change in Unrealized Appreciation (Depreciation) 4,750,817 (17,396,559)
Net Increase (Decrease) in Net Assets Resulting from Operations 7,922,482 (14,493,100)
Distributions    
Total Distributions (2,068,531) (5,793,135)
Capital Share Transactions    
Issued 6,709,930 7,986,116
Issued in Connection with Acquisition of Vanguard Institutional Target Retirement 2025 Fund—Note G 47,651,059
Issued in Lieu of Cash Distributions 2,031,053 5,596,269
Redeemed (11,801,508) (12,829,147)
Net Increase (Decrease) from Capital Share Transactions (3,060,525) 48,404,297
Total Increase (Decrease) 2,793,426 28,118,062
Net Assets    
Beginning of Period 69,386,399 41,268,337
End of Period 72,179,825 69,386,399
See accompanying Notes, which are an integral part of the Financial Statements.
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Target Retirement 2025 Fund
Financial Highlights
For a Share Outstanding
Throughout Each Period
Year Ended September 30,
2023 2022 2021 2020 2019
Net Asset Value, Beginning of Period $16.20 $22.84 $20.56 $19.34 $19.02
Investment Operations          
Net Investment Income1 .418 .413 .362 .438 .464
Capital Gain Distributions Received1 .0002 .019 .063
Net Realized and Unrealized Gain (Loss) on Investments 1.426 (3.761) 2.792 1.292 .390
Total from Investment Operations 1.844 (3.329) 3.217 1.730 .854
Distributions          
Dividends from Net Investment Income (.368) (.440) (.356) (.471) (.434)
Distributions from Realized Capital Gains (.126) (2.871) (.581) (.039) (.100)
Total Distributions (.494) (3.311) (.937) (.510) (.534)
Net Asset Value, End of Period $17.55 $16.20 $22.84 $20.56 $19.34
Total Return3 11.56% -17.53% 15.93% 9.04% 4.89%
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $72,180 $69,386 $41,268 $46,521 $44,146
Ratio of Total Expenses to Average Net Assets
Acquired Fund Fees and Expenses 0.08% 0.09%4 0.13% 0.13% 0.13%
Ratio of Net Investment Income to Average Net Assets 2.39% 2.19% 1.63% 2.25% 2.51%
Portfolio Turnover Rate 6%5 14%5 7% 21% 11%
1 Calculated based on average shares outstanding.
2 Distribution was less than $.001 per share.
3 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.
4 The Acquired Fund Fees and Expenses (AFFE) of 0.09% reflects the blended amount of expenses for the year ended September 30, 2022. Before the acquisition of Vanguard Institutional Target Retirement 2025 Fund on February 11, 2022, the AFFE was 0.13% on an annualized basis. Following the acquisition, the AFFE was 0.08% on an annualized basis. See Note G.
5 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the fund’s capital shares.
See accompanying Notes, which are an integral part of the Financial Statements.
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Target Retirement 2025 Fund
Notes to Financial Statements
Vanguard Target Retirement 2025 Fund is registered under the Investment Company Act of 1940 as an open-end investment company, or mutual fund. The fund follows a balanced investment strategy by investing in selected Vanguard funds to achieve its targeted allocation of assets to U.S. and international stocks, and U.S. and international bonds. Financial statements and other information about each underlying fund are available at www.vanguard.com.
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: Investments are valued at the net asset value of each underlying Vanguard fund determined as of the close of the New York Stock Exchange (generally 4 p.m., Eastern time) on the valuation date.
2. Futures Contracts: The fund uses stock and bond futures contracts to a limited extent, with the objectives of maintaining full exposure to the market and maintaining its target asset allocation. The primary risks associated with the use of futures contracts are imperfect correlation between changes in market values of investments 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 September 30, 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.
3. 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.
4. 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.
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5. 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 borne by the funds in which the fund invests (see Note B). 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 September 30, 2023, the fund did not utilize the credit facilities or the Interfund Lending Program.
6. Other: Income and capital gain distributions received are recorded on the ex-dividend 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.
B.  In accordance with the terms of a Funds’ Service Agreement (the “FSA”) between Vanguard and the fund, Vanguard furnishes to the fund investment advisory, corporate management, administrative, marketing, and distribution 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. The FSA provides that expenses otherwise allocable to Vanguard funds-of-funds may be reduced or eliminated to the extent of savings realized by the underlying Vanguard funds by virtue of being part of a fund-of-funds. Accordingly, all expenses for services provided by Vanguard to the fund and all other expenses incurred by the fund during the year ended September 30, 2023, were borne by the underlying Vanguard funds in which the fund invests. The fund's trustees and officers are also trustees and officers, respectively, of the underlying Vanguard funds, as well as directors and employees, respectively, of Vanguard.
C.  The fund’s SEC registrant (the Vanguard Chester Funds (the “Trust”)), certain officers and trustees of the Trust, and The Vanguard Group Inc. (collectively, the “Defendants”) were named in putative class action lawsuits filed in 2022 by certain investors (the “Plaintiffs”) in the U.S. District Court for the Eastern District of Pennsylvania; these class action lawsuits were later consolidated into one action. The Plaintiffs assert claims related to their allegations that the Defendants
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Target Retirement 2025 Fund
improperly decided to lower minimum investment limits in 2020 for the Trust’s Institutional Target Retirement funds for certain smaller retirement plan participants, which purportedly harmed certain investors in taxable accounts. The Plaintiffs seek damages and various other forms of relief. The Defendants do not agree with these allegations and claims and intend to vigorously defend against them.
D.  Various inputs may be used to determine the value of the fund’s investments and derivatives. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.
Level 1—Quoted prices in active markets for identical securities.
Level 2—Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
Level 3—Significant unobservable inputs (including the fund’s own assumptions used to determine the fair value of investments). Any investments and derivatives valued with significant unobservable inputs are noted on the Schedule of Investments.
At September 30, 2023, 100% of the market value of the fund's investments and derivatives was determined based on Level 1 inputs.
E.  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 in-kind redemptions and distributions in connection with fund share redemptions were reclassified between the following accounts:
  Amount
($000)
Paid-in Capital 594,268
Total Distributable Earnings (Loss) (594,268)
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
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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 1,174,499
Undistributed Long-Term Gains 865,484
Net Unrealized Gains (Losses) 10,993,809
Capital Loss Carryforwards
Qualified Late-Year Losses
Other Temporary Differences
Total 13,033,792
The tax character of distributions paid was as follows:
  Year Ended September 30,
  2023
Amount
($000)
2022
Amount
($000)
Ordinary Income* 1,541,167 778,259
Long-Term Capital Gains 527,364 5,014,876
Total 2,068,531 5,793,135
* Includes short-term capital gains, if any.
As of September 30, 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 61,190,474
Gross Unrealized Appreciation 16,061,702
Gross Unrealized Depreciation (5,067,893)
Net Unrealized Appreciation (Depreciation) 10,993,809
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Target Retirement 2025 Fund
F.  Capital shares issued and redeemed were:
  Year Ended September 30,
  2023
Shares
(000)
2022
Shares
(000)
Issued 383,880 417,232
Issued in Connection with Acquisition of Vanguard Institutional Target Retirement 2025 Fund—Note G 2,456,240
Issued in Lieu of Cash Distributions 122,574 275,136
Redeemed (677,360) (671,433)
Net Increase (Decrease) in Shares Outstanding (170,906) 2,477,175
G.  On February 11, 2022, the Vanguard Target Retirement 2025 Fund acquired all the net assets of Vanguard Institutional Target Retirement 2025 Fund (the “Acquired Fund”) pursuant to a plan of reorganization approved by the funds' board of trustees in September 2021. The acquisition was accomplished by a tax-free exchange of 2,456,240,000 shares of Vanguard Target Retirement 2025 Fund for the 1,719,634,000 shares of the Acquired Fund outstanding on February 11, 2022. The Acquired Fund's net assets of $47,651,059,000, including $9,248,285,000 of unrealized appreciation, were combined with Vanguard Target Retirement 2025 Fund's net assets of $39,508,070,000, resulting in combined net assets of $87,159,129,000 on February 11, 2022.
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Target Retirement 2025 Fund
H.  Transactions during the period in affiliated underlying Vanguard funds were as follows:
    Current Period Transactions  
  Sep. 30, 2022
Market Value
($000)
Purchases
at Cost
($000)
Proceeds
from
Securities
Sold1
($000)
Realized
Net Gain
(Loss)
($000)
Change in
Unrealized
App. (Dep.)
($000)
Income
($000)
Capital Gain
Distributions
Received
($000)
Sep. 30, 2023
Market Value
($000)
Vanguard Market Liquidity Fund 861,189 NA2 NA2 (11) 188 38,180 3 850,233
Vanguard Short-Term Inflation-Protected Securities Index Fund 2,333,592 1,241,881 80,529 221 (22,861) 107,257 3,472,304
Vanguard Total Bond Market II Index Fund 19,950,264 1,686,886 743,540 (10,657) (478,732) 604,526 20,404,221
Vanguard Total International Bond II Index Fund 8,964,226 359,257 330,457 (30,938) 77,163 142,701 9,039,251
Vanguard Total International Stock Index Fund 14,785,436 495,364 2,260,362 (137,958) 2,647,490 483,207 15,529,970
Vanguard Total Stock Market Index Fund 22,470,930 386,244 4,073,572 1,634,912 2,469,790 386,243 22,888,304
Total 69,365,637 4,169,632 7,488,460 1,455,569 4,693,038 1,762,114 3 72,184,283
1 Includes $1,798,960,000 of portfolio securities delivered as a result of in-kind redemptions of the fund’s capital shares.
2 Not applicable—purchases and sales are for temporary cash investment purposes.
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.
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,
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Target Retirement 2025 Fund
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 September 30, 2023, that would require recognition or disclosure in these financial statements.
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Target Retirement 2030 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: September 30, 2013, Through September 30, 2023
Initial Investment of $10,000
    Average Annual Total Returns
Periods Ended September 30, 2023
 
    One
Year
Five
Years
Ten
Years
Final Value
of a $10,000
Investment
 Target Retirement 2030 Fund 13.14% 4.46% 6.28% $18,389
 Target 2030 Composite Index 13.51 4.91 6.62 18,991
 MSCI US Broad Market Index 20.67 9.26 11.37 29,352
Target 2030 Composite Index: Derived by applying the fund’s target asset allocation to the results of the following benchmarks: for international stocks, the FTSE Global All Cap ex US Index; for U.S. bonds, the Bloomberg U.S. Aggregate Float Adjusted Index; for international bonds, the Bloomberg Global Aggregate ex-USD Float Adjusted RIC Capped Index Hedged; and for U.S. stocks, the CRSP US Total Market Index. International stock benchmark returns are adjusted for withholding taxes.
See Financial Highlights for dividend and capital gains information.
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Target Retirement 2030 Fund
Underlying Vanguard Funds
As of September 30, 2023
Vanguard Total Stock Market Index Fund Institutional Plus Shares 38.1%
Vanguard Total Bond Market II Index Fund Investor Shares 25.7
Vanguard Total International Stock Index Fund Investor Shares 25.0
Vanguard Total International Bond II Index Fund Institutional Shares 11.2
The table reflects the fund’s investments, except for short-term investments and derivatives.
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Target Retirement 2030 Fund
Financial Statements
Schedule of Investments
As of September 30, 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)
Investment Companies (99.0%)
U.S. Stock Fund (37.7%)
  Vanguard Total Stock Market Index Fund Institutional Plus Shares   158,714,881 30,787,513
International Stock Fund (24.7%)
  Vanguard Total International Stock Index Fund Investor Shares 1,173,984,640 20,169,055
U.S. Bond Fund (25.5%)
1 Vanguard Total Bond Market II Index Fund Investor Shares 2,290,584,537 20,775,602
International Bond Fund (11.1%)
1 Vanguard Total International Bond II Index Fund Institutional Shares   350,712,611  9,013,314
Total Investment Companies (Cost $68,274,813) 80,745,484
Temporary Cash Investments (1.0%)
Money Market Fund (1.0%)
1 Vanguard Market Liquidity Fund, 5.391% (Cost $814,383)     8,146,289           814,547
Total Investments (100.0%) (Cost $69,089,196)   81,560,031
Other Assets and Liabilities—Net (0.0%)   (6,401)
Net Assets (100%)   81,553,630
Cost is in $000.
See Note A in Notes to Financial Statements.
1 Affiliated fund available only to Vanguard funds and certain trusts and accounts managed by Vanguard. Rate shown for Vanguard Market Liquidity Fund is the 7-day yield.

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
10-Year U.S. Treasury Note December 2023 5,249 567,220 (11,289)
E-mini S&P 500 Index December 2023 1,299 280,941 (12,059)
        (23,348)
  
See accompanying Notes, which are an integral part of the Financial Statements.
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Target Retirement 2030 Fund
Statement of Assets and Liabilities
As of September 30, 2023
($000s, except shares, footnotes, and per-share amounts) Amount
Assets  
Investments in Securities, at Value—Affiliated Funds (Cost $69,089,196) 81,560,031
Cash Collateral Pledged—Futures Contracts 25,055
Receivables for Accrued Income 74,983
Receivables for Capital Shares Issued 145,753
Variation Margin Receivable—Futures Contracts 287
Total Assets 81,806,109
Liabilities  
Payables for Investment Securities Purchased 146,631
Payables for Capital Shares Redeemed 105,848
Total Liabilities 252,479
Net Assets 81,553,630

At September 30, 2023, net assets consisted of:

   
Paid-in Capital 67,965,021
Total Distributable Earnings (Loss) 13,588,609
Net Assets 81,553,630
   
Net Assets  
Applicable to 2,454,059,177 outstanding $.001 par value shares of
beneficial interest (unlimited authorization)
81,553,630
Net Asset Value Per Share $33.23
See accompanying Notes, which are an integral part of the Financial Statements.
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Target Retirement 2030 Fund
Statement of Operations
  Year Ended
September 30, 2023
  ($000)
Investment Income  
Income  
Income Distributions Received from Affiliated Funds 1,859,970
Net Investment Income—Note B 1,859,970
Realized Net Gain (Loss)  
Capital Gain Distributions Received from Affiliated Funds 3
Affiliated Funds Sold1 642,957
Futures Contracts (32,661)
Realized Net Gain (Loss) 610,299
Change in Unrealized Appreciation (Depreciation)  
Affiliated Funds 6,861,828
Futures Contracts 66,695
Change in Unrealized Appreciation (Depreciation) 6,928,523
Net Increase (Decrease) in Net Assets Resulting from Operations 9,398,792
1 Includes $777,246,000 of net gain (loss) resulting from in-kind redemptions.
See accompanying Notes, which are an integral part of the Financial Statements.
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Target Retirement 2030 Fund
Statement of Changes in Net Assets
  Year Ended September 30,
  2023
($000)
2022
($000)
Increase (Decrease) in Net Assets    
Operations    
Net Investment Income 1,859,970 1,349,350
Realized Net Gain (Loss) 610,299 1,416,136
Change in Unrealized Appreciation (Depreciation) 6,928,523 (18,554,899)
Net Increase (Decrease) in Net Assets Resulting from Operations 9,398,792 (15,789,413)
Distributions    
Total Distributions (1,883,769) (5,575,104)
Capital Share Transactions    
Issued 10,157,450 10,016,570
Issued in Connection with Acquisition of Vanguard Institutional Target Retirement 2030 Fund—Note G 51,947,425
Issued in Lieu of Cash Distributions 1,854,906 5,417,389
Redeemed (10,089,296) (10,847,444)
Net Increase (Decrease) from Capital Share Transactions 1,923,060 56,533,940
Total Increase (Decrease) 9,438,083 35,169,423
Net Assets    
Beginning of Period 72,115,547 36,946,124
End of Period 81,553,630 72,115,547
See accompanying Notes, which are an integral part of the Financial Statements.
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Target Retirement 2030 Fund
Financial Highlights
For a Share Outstanding
Throughout Each Period
Year Ended September 30,
2023 2022 2021 2020 2019
Net Asset Value, Beginning of Period $30.12 $43.40 $37.63 $35.22 $34.74
Investment Operations          
Net Investment Income1 .767 .730 .679 .782 .830
Capital Gain Distributions Received1 .0002 .028 .098
Net Realized and Unrealized Gain (Loss) on Investments 3.137 (7.291) 6.031 2.495 .486
Total from Investment Operations 3.904 (6.533) 6.808 3.277 1.316
Distributions          
Dividends from Net Investment Income (.643) (.822) (.661) (.867) (.767)
Distributions from Realized Capital Gains (.151) (5.925) (.377) (.069)
Total Distributions (.794) (6.747) (1.038) (.867) (.836)
Net Asset Value, End of Period $33.23 $30.12 $43.40 $37.63 $35.22
Total Return3 13.14% -18.42% 18.29% 9.38% 4.15%
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $81,554 $72,116 $36,946 $42,285 $39,114
Ratio of Total Expenses to Average Net Assets
Acquired Fund Fees and Expenses 0.08% 0.09%4 0.13% 0.14% 0.14%
Ratio of Net Investment Income to Average Net Assets 2.32% 2.07% 1.62% 2.20% 2.46%
Portfolio Turnover Rate 3%5 11%5 6% 21% 8%
1 Calculated based on average shares outstanding.
2 Distribution was less than $.001 per share.
3 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.
4 The Acquired Fund Fees and Expenses (AFFE) of 0.09% reflects the blended amount of expenses for the year ended September 30, 2022. Before the acquisition of Vanguard Institutional Target Retirement 2030 Fund on February 11, 2022, the AFFE was 0.13% on an annualized basis. Following the acquisition, the AFFE was 0.08% on an annualized basis. See Note G.
5 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the fund’s capital shares.
See accompanying Notes, which are an integral part of the Financial Statements.
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Target Retirement 2030 Fund
Notes to Financial Statements
Vanguard Target Retirement 2030 Fund is registered under the Investment Company Act of 1940 as an open-end investment company, or mutual fund. The fund follows a balanced investment strategy by investing in selected Vanguard funds to achieve its targeted allocation of assets to U.S. and international stocks, and U.S. and international bonds. Financial statements and other information about each underlying fund are available at www.vanguard.com.
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: Investments are valued at the net asset value of each underlying Vanguard fund determined as of the close of the New York Stock Exchange (generally 4 p.m., Eastern time) on the valuation date.
2. Futures Contracts: The fund uses stock and bond futures contracts to a limited extent, with the objectives of maintaining full exposure to the market and maintaining its target asset allocation. The primary risks associated with the use of futures contracts are imperfect correlation between changes in market values of investments 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 September 30, 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.
3. 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.
4. 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.
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Target Retirement 2030 Fund
5. 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 borne by the funds in which the fund invests (see Note B). 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 September 30, 2023, the fund did not utilize the credit facilities or the Interfund Lending Program.
6. Other: Income and capital gain distributions received are recorded on the ex-dividend 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.
B.  In accordance with the terms of a Funds’ Service Agreement (the “FSA”) between Vanguard and the fund, Vanguard furnishes to the fund investment advisory, corporate management, administrative, marketing, and distribution 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. The FSA provides that expenses otherwise allocable to Vanguard funds-of-funds may be reduced or eliminated to the extent of savings realized by the underlying Vanguard funds by virtue of being part of a fund-of-funds. Accordingly, all expenses for services provided by Vanguard to the fund and all other expenses incurred by the fund during the year ended September 30, 2023, were borne by the underlying Vanguard funds in which the fund invests. The fund's trustees and officers are also trustees and officers, respectively, of the underlying Vanguard funds, as well as directors and employees, respectively, of Vanguard.
C.  The fund’s SEC registrant (the Vanguard Chester Funds (the “Trust”)), certain officers and trustees of the Trust, and The Vanguard Group Inc. (collectively, the “Defendants”) were named in putative class action lawsuits filed in 2022 by certain investors (the “Plaintiffs”) in the U.S. District Court for the Eastern District of Pennsylvania; these class action lawsuits were later consolidated into one action. The Plaintiffs assert claims related to their allegations that the Defendants
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Target Retirement 2030 Fund
improperly decided to lower minimum investment limits in 2020 for the Trust’s Institutional Target Retirement funds for certain smaller retirement plan participants, which purportedly harmed certain investors in taxable accounts. The Plaintiffs seek damages and various other forms of relief. The Defendants do not agree with these allegations and claims and intend to vigorously defend against them.
D.  Various inputs may be used to determine the value of the fund’s investments and derivatives. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.
Level 1—Quoted prices in active markets for identical securities.
Level 2—Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
Level 3—Significant unobservable inputs (including the fund’s own assumptions used to determine the fair value of investments). Any investments and derivatives valued with significant unobservable inputs are noted on the Schedule of Investments.
At September 30, 2023, 100% of the market value of the fund's investments and derivatives was determined based on Level 1 inputs.
E.  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 in-kind redemptions were reclassified between the following accounts:
  Amount
($000)
Paid-in Capital 777,246
Total Distributable Earnings (Loss) (777,246)
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 qualified late-year losses; the deferral of losses from wash sales; and the recognition of unrealized gains or losses from certain derivative
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Target Retirement 2030 Fund
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 1,310,830
Undistributed Long-Term Gains
Net Unrealized Gains (Losses) 12,354,888
Capital Loss Carryforwards
Qualified Late-Year Losses (77,109)
Other Temporary Differences
Total 13,588,609
The tax character of distributions paid was as follows:
  Year Ended September 30,
  2023
Amount
($000)
2022
Amount
($000)
Ordinary Income* 1,534,433 681,656
Long-Term Capital Gains 349,336 4,893,448
Total 1,883,769 5,575,104
* Includes short-term capital gains, if any.
As of September 30, 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 69,205,143
Gross Unrealized Appreciation 17,638,722
Gross Unrealized Depreciation (5,283,834)
Net Unrealized Appreciation (Depreciation) 12,354,888
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F.  Capital shares issued and redeemed were:
  Year Ended September 30,
  2023
Shares
(000)
2022
Shares
(000)
Issued 307,590 280,621
Issued in Connection with Acquisition of Vanguard Institutional Target Retirement 2030 Fund—Note G 1,421,270
Issued in Lieu of Cash Distributions 59,567 140,931
Redeemed (307,233) (299,972)
Net Increase (Decrease) in Shares Outstanding 59,924 1,542,850
G.  On February 11, 2022, the Vanguard Target Retirement 2030 Fund acquired all the net assets of Vanguard Institutional Target Retirement 2030 Fund (the “Acquired Fund”) pursuant to a plan of reorganization approved by the funds' board of trustees in September 2021. The acquisition was accomplished by a tax-free exchange of 1,421,270,000 shares of Vanguard Target Retirement 2030 Fund for the 1,801,853,000 shares of the Acquired Fund outstanding on February 11, 2022. The Acquired Fund's net assets of $51,947,425,000, including $10,095,444,000 of unrealized appreciation, were combined with Vanguard Target Retirement 2030 Fund's net assets of $36,054,289,000, resulting in combined net assets of $88,001,714,000 on February 11, 2022.
H.  Transactions during the period in affiliated underlying Vanguard funds were as follows:
    Current Period Transactions  
  Sep. 30, 2022
Market Value
($000)
Purchases
at Cost
($000)
Proceeds
from
Securities
Sold1
($000)
Realized
Net Gain
(Loss)
($000)
Change in
Unrealized
App. (Dep.)
($000)
Income
($000)
Capital Gain
Distributions
Received
($000)
Sep. 30, 2023
Market Value
($000)
Vanguard Market Liquidity Fund 925,032 NA2 NA2 (20) 182 42,251 3 814,547
Vanguard Total Bond Market II Index Fund 18,202,037 3,730,027 622,899 2,509 (536,072) 579,501 20,775,602
Vanguard Total International Bond II Index Fund 8,025,494 1,221,868 263,703 (12,187) 41,842 136,616 9,013,314
Vanguard Total International Stock Index Fund 17,780,277 732,799 1,364,255 (2,498) 3,022,732 609,705 20,169,055
Vanguard Total Stock Market Index Fund 27,143,585 663,909 2,008,278 655,153 4,333,144 491,897 30,787,513
Total 72,076,425 6,348,603 4,259,135 642,957 6,861,828 1,859,970 3 81,560,031
1 Includes $2,183,600,000 of portfolio securities delivered as a result of in-kind redemptions of the fund’s capital shares.
2 Not applicable—purchases and sales are for temporary cash investment purposes.
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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.
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 September 30, 2023, that would require recognition or disclosure in these financial statements.
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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: September 30, 2013, Through September 30, 2023
Initial Investment of $10,000
    Average Annual Total Returns
Periods Ended September 30, 2023
 
    One
Year
Five
Years
Ten
Years
Final Value
of a $10,000
Investment
 Target Retirement 2035 Fund 14.61% 4.93% 6.79% $19,292
 Target 2035 Composite Index 14.99 5.37 7.14 19,922
 MSCI US Broad Market Index 20.67 9.26 11.37 29,352
Target 2035 Composite Index: Derived by applying the fund’s target asset allocation to the results of the following benchmarks: for international stocks, the FTSE Global All Cap ex US Index; for U.S. bonds, the Bloomberg U.S. Aggregate Float Adjusted Index; for international bonds, the Bloomberg Global Aggregate ex-USD Float Adjusted RIC Capped Index Hedged; and for U.S. stocks, the CRSP US Total Market Index. International stock benchmark returns are adjusted for withholding taxes.
See Financial Highlights for dividend and capital gains information.
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Target Retirement 2035 Fund
Underlying Vanguard Funds
As of September 30, 2023
Vanguard Total Stock Market Index Fund Institutional Plus Shares 42.8%
Vanguard Total International Stock Index Fund Investor Shares 27.7
Vanguard Total Bond Market II Index Fund Investor Shares 20.5
Vanguard Total International Bond II Index Fund Institutional Shares 9.0
The table reflects the fund’s investments, except for short-term investments and derivatives.
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Target Retirement 2035 Fund
Financial Statements
Schedule of Investments
As of September 30, 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)
Investment Companies (98.9%)
U.S. Stock Fund (42.3%)
  Vanguard Total Stock Market Index Fund Institutional Plus Shares   179,867,882 34,890,772
International Stock Fund (27.4%)
  Vanguard Total International Stock Index Fund Investor Shares 1,312,469,991 22,548,234
U.S. Bond Fund (20.3%)
1 Vanguard Total Bond Market II Index Fund Investor Shares 1,843,138,208 16,717,264
International Bond Fund (8.9%)
1 Vanguard Total International Bond II Index Fund Institutional Shares   284,136,589  7,302,310
Total Investment Companies (Cost $66,231,643) 81,458,580
Temporary Cash Investments (1.1%)
Money Market Fund (1.1%)
1 Vanguard Market Liquidity Fund, 5.391% (Cost $912,011)     9,122,748           912,183
Total Investments (100.0%) (Cost $67,143,654)   82,370,763
Other Assets and Liabilities—Net (0.0%)   (6,190)
Net Assets (100%)   82,364,573
Cost is in $000.
See Note A in Notes to Financial Statements.
1 Affiliated fund available only to Vanguard funds and certain trusts and accounts managed by Vanguard. Rate shown for Vanguard Market Liquidity Fund is the 7-day yield.

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
10-Year U.S. Treasury Note December 2023 4,970 537,070 (10,688)
E-mini S&P 500 Index December 2023 1,850 400,109 (17,175)
        (27,863)
  
See accompanying Notes, which are an integral part of the Financial Statements.
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Target Retirement 2035 Fund
Statement of Assets and Liabilities
As of September 30, 2023
($000s, except shares, footnotes, and per-share amounts) Amount
Assets  
Investments in Securities, at Value—Affiliated Funds (Cost $67,143,654) 82,370,763
Cash Collateral Pledged—Futures Contracts 30,665
Receivables for Accrued Income 61,522
Receivables for Capital Shares Issued 104,523
Total Assets 82,567,473
Liabilities  
Payables for Investment Securities Purchased 111,995
Payables for Capital Shares Redeemed 90,805
Variation Margin Payable—Futures Contracts 100
Total Liabilities 202,900
Net Assets 82,364,573

At September 30, 2023, net assets consisted of:

   
Paid-in Capital 66,026,416
Total Distributable Earnings (Loss) 16,338,157
Net Assets 82,364,573
   
Net Assets  
Applicable to 3,991,444,796 outstanding $.001 par value shares of
beneficial interest (unlimited authorization)
82,364,573
Net Asset Value Per Share $20.64
See accompanying Notes, which are an integral part of the Financial Statements.
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Target Retirement 2035 Fund
Statement of Operations
  Year Ended
September 30, 2023
  ($000)
Investment Income  
Income  
Income Distributions Received from Affiliated Funds 1,835,942
Net Investment Income—Note B 1,835,942
Realized Net Gain (Loss)  
Capital Gain Distributions Received from Affiliated Funds 3
Affiliated Funds Sold1 796,562
Futures Contracts (15,093)
Realized Net Gain (Loss) 781,472
Change in Unrealized Appreciation (Depreciation)  
Affiliated Funds 7,524,350
Futures Contracts 65,798
Change in Unrealized Appreciation (Depreciation) 7,590,148
Net Increase (Decrease) in Net Assets Resulting from Operations 10,207,562
1 Includes $889,568,000 of net gain (loss) resulting from in-kind redemptions.
See accompanying Notes, which are an integral part of the Financial Statements.
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Target Retirement 2035 Fund
Statement of Changes in Net Assets
  Year Ended September 30,
  2023
($000)
2022
($000)
Increase (Decrease) in Net Assets    
Operations    
Net Investment Income 1,835,942 1,332,204
Realized Net Gain (Loss) 781,472 1,417,350
Change in Unrealized Appreciation (Depreciation) 7,590,148 (18,674,595)
Net Increase (Decrease) in Net Assets Resulting from Operations 10,207,562 (15,925,041)
Distributions    
Total Distributions (1,976,113) (6,285,063)
Capital Share Transactions    
Issued 10,669,339 9,880,784
Issued in Connection with Acquisition of Vanguard Institutional Target Retirement 2035 Fund—Note G 47,857,993
Issued in Lieu of Cash Distributions 1,946,584 6,115,959
Redeemed (8,732,751) (9,216,559)
Net Increase (Decrease) from Capital Share Transactions 3,883,172 54,638,177
Total Increase (Decrease) 12,114,621 32,428,073
Net Assets    
Beginning of Period 70,249,952 37,821,879
End of Period 82,364,573 70,249,952
See accompanying Notes, which are an integral part of the Financial Statements.
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Target Retirement 2035 Fund
Financial Highlights
For a Share Outstanding
Throughout Each Period
Year Ended September 30,
2023 2022 2021 2020 2019
Net Asset Value, Beginning of Period $18.50 $27.25 $23.16 $21.60 $21.46
Investment Operations          
Net Investment Income1 .471 .455 .430 .470 .500
Capital Gain Distributions Received1 .0002 .014 .046
Net Realized and Unrealized Gain (Loss) on Investments 2.192 (4.566) 4.244 1.614 .146
Total from Investment Operations 2.663 (4.097) 4.720 2.084 .646
Distributions          
Dividends from Net Investment Income (.402) (.559) (.409) (.524) (.464)
Distributions from Realized Capital Gains (.121) (4.094) (.221) (.042)
Total Distributions (.523) (4.653) (.630) (.524) (.506)
Net Asset Value, End of Period $20.64 $18.50 $27.25 $23.16 $21.60
Total Return3 14.61% -18.87% 20.60% 9.71% 3.37%
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $82,365 $70,250 $37,822 $40,597 $37,126
Ratio of Total Expenses to Average Net Assets
Acquired Fund Fees and Expenses 0.08% 0.09%4 0.14% 0.14% 0.14%
Ratio of Net Investment Income to Average Net Assets 2.30% 2.08% 1.64% 2.15% 2.42%
Portfolio Turnover Rate 1%5 9%5 6% 18% 7%
1 Calculated based on average shares outstanding.
2 Distribution was less than $.001 per share.
3 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.
4 The Acquired Fund Fees and Expenses (AFFE) of 0.09% reflects the blended amount of expenses for the year ended September 30, 2022. Before the acquisition of Vanguard Institutional Target Retirement 2035 Fund on February 11, 2022, the AFFE was 0.14% on an annualized basis. Following the acquisition, the AFFE was 0.08% on an annualized basis. See Note G.
5 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the fund’s capital shares.
See accompanying Notes, which are an integral part of the Financial Statements.
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Target Retirement 2035 Fund
Notes to Financial Statements
Vanguard Target Retirement 2035 Fund is registered under the Investment Company Act of 1940 as an open-end investment company, or mutual fund. The fund follows a balanced investment strategy by investing in selected Vanguard funds to achieve its targeted allocation of assets to U.S. and international stocks, and U.S. and international bonds. Financial statements and other information about each underlying fund are available at www.vanguard.com.
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: Investments are valued at the net asset value of each underlying Vanguard fund determined as of the close of the New York Stock Exchange (generally 4 p.m., Eastern time) on the valuation date.
2. Futures Contracts: The fund uses stock and bond futures contracts to a limited extent, with the objectives of maintaining full exposure to the market and maintaining its target asset allocation. The primary risks associated with the use of futures contracts are imperfect correlation between changes in market values of investments 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 September 30, 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.
3. 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.
4. 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.
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Target Retirement 2035 Fund
5. 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 borne by the funds in which the fund invests (see Note B). 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 September 30, 2023, the fund did not utilize the credit facilities or the Interfund Lending Program.
6. Other: Income and capital gain distributions received are recorded on the ex-dividend 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.
B.  In accordance with the terms of a Funds’ Service Agreement (the “FSA”) between Vanguard and the fund, Vanguard furnishes to the fund investment advisory, corporate management, administrative, marketing, and distribution 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. The FSA provides that expenses otherwise allocable to Vanguard funds-of-funds may be reduced or eliminated to the extent of savings realized by the underlying Vanguard funds by virtue of being part of a fund-of-funds. Accordingly, all expenses for services provided by Vanguard to the fund and all other expenses incurred by the fund during the year ended September 30, 2023, were borne by the underlying Vanguard funds in which the fund invests. The fund's trustees and officers are also trustees and officers, respectively, of the underlying Vanguard funds, as well as directors and employees, respectively, of Vanguard.
C.  The fund’s SEC registrant (the Vanguard Chester Funds (the “Trust”)), certain officers and trustees of the Trust, and The Vanguard Group Inc. (collectively, the “Defendants”) were named in putative class action lawsuits filed in 2022 by certain investors (the “Plaintiffs”) in the U.S. District Court for the Eastern District of Pennsylvania; these class action lawsuits were later consolidated into one action. The Plaintiffs assert claims related to their allegations that the Defendants
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Target Retirement 2035 Fund
improperly decided to lower minimum investment limits in 2020 for the Trust’s Institutional Target Retirement funds for certain smaller retirement plan participants, which purportedly harmed certain investors in taxable accounts. The Plaintiffs seek damages and various other forms of relief. The Defendants do not agree with these allegations and claims and intend to vigorously defend against them.
D.  Various inputs may be used to determine the value of the fund’s investments and derivatives. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.
Level 1—Quoted prices in active markets for identical securities.
Level 2—Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
Level 3—Significant unobservable inputs (including the fund’s own assumptions used to determine the fair value of investments). Any investments and derivatives valued with significant unobservable inputs are noted on the Schedule of Investments.
At September 30, 2023, 100% of the market value of the fund's investments and derivatives was determined based on Level 1 inputs.
E.  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 in-kind redemptions were reclassified between the following accounts:
  Amount
($000)
Paid-in Capital 889,568
Total Distributable Earnings (Loss) (889,568)
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 capital loss carryforwards; the deferral of losses from wash sales; and the recognition of unrealized gains or losses from certain derivative contracts. As of
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Target Retirement 2035 Fund
period end, the tax-basis components of total distributable earnings (loss) are detailed in the table as follows:
  Amount
($000)
Undistributed Ordinary Income 1,284,109
Undistributed Long-Term Gains
Net Unrealized Gains (Losses) 15,120,498
Capital Loss Carryforwards (66,450)
Qualified Late-Year Losses
Other Temporary Differences
Total 16,338,157
The tax character of distributions paid was as follows:
  Year Ended September 30,
  2023
Amount
($000)
2022
Amount
($000)
Ordinary Income* 1,518,471 772,223
Long-Term Capital Gains 457,642 5,512,840
Total 1,976,113 6,285,063
* Includes short-term capital gains, if any.
As of September 30, 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 67,250,265
Gross Unrealized Appreciation 19,481,758
Gross Unrealized Depreciation (4,361,260)
Net Unrealized Appreciation (Depreciation) 15,120,498
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Target Retirement 2035 Fund
F.  Capital shares issued and redeemed were:
  Year Ended September 30,
  2023
Shares
(000)
2022
Shares
(000)
Issued 521,644 448,756
Issued in Connection with Acquisition of Vanguard Institutional Target Retirement 2035 Fund—Note G 2,113,869
Issued in Lieu of Cash Distributions 101,437 256,327
Redeemed (429,813) (408,647)
Net Increase (Decrease) in Shares Outstanding 193,268 2,410,305
G.  On February 11, 2022, the Vanguard Target Retirement 2035 Fund acquired all the net assets of Vanguard Institutional Target Retirement 2035 Fund (the “Acquired Fund”) pursuant to a plan of reorganization approved by the funds' board of trustees in September 2021. The acquisition was accomplished by a tax-free exchange of 2,113,869,000 shares of Vanguard Target Retirement 2035 Fund for the 1,603,283,000 shares of the Acquired Fund outstanding on February 11, 2022. The Acquired Fund's net assets of $47,857,993,000, including $10,559,260,000 of unrealized appreciation, were combined with Vanguard Target Retirement 2035 Fund's net assets of $37,004,381,000, resulting in combined net assets of $84,862,374,000 on February 11, 2022.
H.  Transactions during the period in affiliated underlying Vanguard funds were as follows:
    Current Period Transactions  
  Sep. 30, 2022
Market Value
($000)
Purchases
at Cost
($000)
Proceeds
from
Securities
Sold1
($000)
Realized
Net Gain
(Loss)
($000)
Change in
Unrealized
App. (Dep.)
($000)
Income
($000)
Capital Gain
Distributions
Received
($000)
Sep. 30, 2023
Market Value
($000)
Vanguard Market Liquidity Fund 947,200 NA2 NA2 (15) 193 45,878 3 912,183
Vanguard Total Bond Market II Index Fund 14,118,599 3,550,686 520,859 5,603 (436,765) 460,047 16,717,264
Vanguard Total International Bond II Index Fund 6,157,142 1,316,195 190,393 (4,088) 23,454 107,981 7,302,310
Vanguard Total International Stock Index Fund 19,557,677 769,060 1,072,412 53,425 3,240,484 674,734 22,548,234
Vanguard Total Stock Market Index Fund 29,457,311 1,136,301 1,141,461 741,637 4,696,984 547,302 34,890,772
Total 70,237,929 6,772,242 2,925,125 796,562 7,524,350 1,835,942 3 82,370,763
1 Includes $2,191,320,000 of portfolio securities delivered as a result of in-kind redemptions of the fund’s capital shares.
2 Not applicable—purchases and sales are for temporary cash investment purposes.
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Target Retirement 2035 Fund
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.
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 September 30, 2023, that would require recognition or disclosure in these financial statements.
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Target Retirement 2040 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: September 30, 2013, Through September 30, 2023
Initial Investment of $10,000
    Average Annual Total Returns
Periods Ended September 30, 2023
 
    One
Year
Five
Years
Ten
Years
Final Value
of a $10,000
Investment
 Target Retirement 2040 Fund 16.15% 5.37% 7.26% $20,149
 Target 2040 Composite Index 16.48 5.82 7.62 20,832
 MSCI US Broad Market Index 20.67 9.26 11.37 29,352
Target 2040 Composite Index: Derived by applying the fund’s target asset allocation to the results of the following benchmarks: for international stocks, the FTSE Global All Cap ex US Index; for U.S. bonds, the Bloomberg U.S. Aggregate Float Adjusted Index; for international bonds, the Bloomberg Global Aggregate ex-USD Float Adjusted RIC Capped Index Hedged; and for U.S. stocks, the CRSP US Total Market Index thereafter. International stock benchmark returns are adjusted for withholding taxes.
See Financial Highlights for dividend and capital gains information.
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Target Retirement 2040 Fund
Underlying Vanguard Funds
As of September 30, 2023
Vanguard Total Stock Market Index Fund Institutional Plus Shares 47.4%
Vanguard Total International Stock Index Fund Investor Shares 30.3
Vanguard Total Bond Market II Index Fund Investor Shares 15.7
Vanguard Total International Bond II Index Fund Institutional Shares 6.6
The table reflects the fund’s investments, except for short-term investments and derivatives.
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Target Retirement 2040 Fund
Financial Statements
Schedule of Investments
As of September 30, 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)
Investment Companies (99.0%)
U.S. Stock Fund (46.9%)
  Vanguard Total Stock Market Index Fund Institutional Plus Shares   174,628,081 33,874,355
International Stock Fund (30.0%)
  Vanguard Total International Stock Index Fund Investor Shares 1,259,339,936 21,635,460
U.S. Bond Fund (15.5%)
1 Vanguard Total Bond Market II Index Fund Investor Shares 1,231,974,586 11,174,009
International Bond Fund (6.6%)
1 Vanguard Total International Bond II Index Fund Institutional Shares   183,927,021  4,726,925
Total Investment Companies (Cost $57,600,510) 71,410,749
Temporary Cash Investments (1.0%)
Money Market Fund (1.0%)
1 Vanguard Market Liquidity Fund, 5.391% (Cost $742,384)     7,425,998           742,525
Total Investments (100.0%) (Cost $58,342,894)   72,153,274
Other Assets and Liabilities—Net (0.0%)   11,982
Net Assets (100%)   72,165,256
Cost is in $000.
See Note A in Notes to Financial Statements.
1 Affiliated fund available only to Vanguard funds and certain trusts and accounts managed by Vanguard. Rate shown for Vanguard Market Liquidity Fund is the 7-day yield.

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
10-Year U.S. Treasury Note December 2023 4,329 467,802 (9,310)
E-mini S&P 500 Index December 2023 1,373 296,946 (12,746)
        (22,056)
  
See accompanying Notes, which are an integral part of the Financial Statements.
77

 

Target Retirement 2040 Fund
Statement of Assets and Liabilities
As of September 30, 2023
($000s, except shares, footnotes, and per-share amounts) Amount
Assets  
Investments in Securities, at Value—Affiliated Funds (Cost $58,342,894) 72,153,274
Cash Collateral Pledged—Futures Contracts 24,045
Receivables for Accrued Income 41,535
Receivables for Capital Shares Issued 142,832
Variation Margin Receivable—Futures Contracts 56
Total Assets 72,361,742
Liabilities  
Payables for Investment Securities Purchased 89,390
Payables for Capital Shares Redeemed 107,096
Total Liabilities 196,486
Net Assets 72,165,256

At September 30, 2023, net assets consisted of:

   
Paid-in Capital 57,454,755
Total Distributable Earnings (Loss) 14,710,501
Net Assets 72,165,256
   
Net Assets  
Applicable to 1,977,077,945 outstanding $.001 par value shares of
beneficial interest (unlimited authorization)
72,165,256
Net Asset Value Per Share $36.50
See accompanying Notes, which are an integral part of the Financial Statements.
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Target Retirement 2040 Fund
Statement of Operations
  Year Ended
September 30, 2023
  ($000)
Investment Income  
Income  
Income Distributions Received from Affiliated Funds 1,580,870
Net Investment Income—Note B 1,580,870
Realized Net Gain (Loss)  
Capital Gain Distributions Received from Affiliated Funds 2
Affiliated Funds Sold1 822,053
Futures Contracts (9,396)
Realized Net Gain (Loss) 812,659
Change in Unrealized Appreciation (Depreciation)  
Affiliated Funds 7,266,296
Futures Contracts 58,436
Change in Unrealized Appreciation (Depreciation) 7,324,732
Net Increase (Decrease) in Net Assets Resulting from Operations 9,718,261
1 Includes $942,728,000 of net gain (loss) resulting from in-kind redemptions.
See accompanying Notes, which are an integral part of the Financial Statements.
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Target Retirement 2040 Fund
Statement of Changes in Net Assets
  Year Ended September 30,
  2023
($000)
2022
($000)
Increase (Decrease) in Net Assets    
Operations    
Net Investment Income 1,580,870 1,122,991
Realized Net Gain (Loss) 812,659 1,265,818
Change in Unrealized Appreciation (Depreciation) 7,324,732 (16,607,438)
Net Increase (Decrease) in Net Assets Resulting from Operations 9,718,261 (14,218,629)
Distributions    
Total Distributions (1,648,245) (5,068,358)
Capital Share Transactions    
Issued 9,888,244 9,029,706
Issued in Connection with Acquisition of Vanguard Institutional Target Retirement 2040 Fund—Note G 44,528,150
Issued in Lieu of Cash Distributions 1,625,528 4,930,722
Redeemed (7,781,857) (7,921,967)
Net Increase (Decrease) from Capital Share Transactions 3,731,915 50,566,611
Total Increase (Decrease) 11,801,931 31,279,624
Net Assets    
Beginning of Period 60,363,325 29,083,701
End of Period 72,165,256 60,363,325
See accompanying Notes, which are an integral part of the Financial Statements.
80

 

Target Retirement 2040 Fund
Financial Highlights
For a Share Outstanding
Throughout Each Period
Year Ended September 30,
2023 2022 2021 2020 2019
Net Asset Value, Beginning of Period $32.25 $48.29 $40.07 $37.27 $37.26
Investment Operations          
Net Investment Income1 .821 .797 .764 .799 .850
Capital Gain Distributions Received1 .0002 .017 .057
Net Realized and Unrealized Gain (Loss) on Investments 4.315 (8.162) 8.312 2.892 (.005)
Total from Investment Operations 5.136 (7.348) 9.133 3.691 .845
Distributions          
Dividends from Net Investment Income (.714) (1.003) (.719) (.891) (.779)
Distributions from Realized Capital Gains (.172) (7.689) (.194) (.056)
Total Distributions (.886) (8.692) (.913) (.891) (.835)
Net Asset Value, End of Period $36.50 $32.25 $48.29 $40.07 $37.27
Total Return3 16.15% -19.42% 23.00% 9.96% 2.63%
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $72,165 $60,363 $29,084 $32,404 $29,043
Ratio of Total Expenses to Average Net Assets
Acquired Fund Fees and Expenses 0.08% 0.09%4 0.14% 0.14% 0.14%
Ratio of Net Investment Income to Average Net Assets 2.27% 2.08% 1.66% 2.12% 2.38%
Portfolio Turnover Rate 1%5 7%5 5% 13% 5%
1 Calculated based on average shares outstanding.
2 Distribution was less than $.001 per share.
3 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.
4 The Acquired Fund Fees and Expenses (AFFE) of 0.09% reflects the blended amount of expenses for the year ended September 30, 2022. Before the acquisition of Vanguard Institutional Target Retirement 2040 Fund on February 11, 2022, the AFFE was 0.14% on an annualized basis. Following the acquisition, the AFFE was 0.08% on an annualized basis. See Note G.
5 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the fund’s capital shares.
See accompanying Notes, which are an integral part of the Financial Statements.
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Target Retirement 2040 Fund
Notes to Financial Statements
Vanguard Target Retirement 2040 Fund is registered under the Investment Company Act of 1940 as an open-end investment company, or mutual fund. The fund follows a balanced investment strategy by investing in selected Vanguard funds to achieve its targeted allocation of assets to U.S. and international stocks, and U.S. and international bonds. Financial statements and other information about each underlying fund are available at www.vanguard.com.
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: Investments are valued at the net asset value of each underlying Vanguard fund determined as of the close of the New York Stock Exchange (generally 4 p.m., Eastern time) on the valuation date.
2. Futures Contracts: The fund uses stock and bond futures contracts to a limited extent, with the objectives of maintaining full exposure to the market and maintaining its target asset allocation. The primary risks associated with the use of futures contracts are imperfect correlation between changes in market values of investments 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 September 30, 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.
3. 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.
4. 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.
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Target Retirement 2040 Fund
5. 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 borne by the funds in which the fund invests (see Note B). 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 September 30, 2023, the fund did not utilize the credit facilities or the Interfund Lending Program.
6. Other: Income and capital gain distributions received are recorded on the ex-dividend 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.
B.  In accordance with the terms of a Funds’ Service Agreement (the “FSA”) between Vanguard and the fund, Vanguard furnishes to the fund investment advisory, corporate management, administrative, marketing, and distribution 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. The FSA provides that expenses otherwise allocable to Vanguard funds-of-funds may be reduced or eliminated to the extent of savings realized by the underlying Vanguard funds by virtue of being part of a fund-of-funds. Accordingly, all expenses for services provided by Vanguard to the fund and all other expenses incurred by the fund during the year ended September 30, 2023, were borne by the underlying Vanguard funds in which the fund invests. The fund's trustees and officers are also trustees and officers, respectively, of the underlying Vanguard funds, as well as directors and employees, respectively, of Vanguard.
C.  The fund’s SEC registrant (the Vanguard Chester Funds (the “Trust”)), certain officers and trustees of the Trust, and The Vanguard Group Inc. (collectively, the “Defendants”) were named in putative class action lawsuits filed in 2022 by certain investors (the “Plaintiffs”) in the U.S. District Court for the Eastern District of Pennsylvania; these class action lawsuits were later consolidated into one action. The Plaintiffs assert claims related to their allegations that the Defendants
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Target Retirement 2040 Fund
improperly decided to lower minimum investment limits in 2020 for the Trust’s Institutional Target Retirement funds for certain smaller retirement plan participants, which purportedly harmed certain investors in taxable accounts. The Plaintiffs seek damages and various other forms of relief. The Defendants do not agree with these allegations and claims and intend to vigorously defend against them.
D.  Various inputs may be used to determine the value of the fund’s investments and derivatives. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.
Level 1—Quoted prices in active markets for identical securities.
Level 2—Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
Level 3—Significant unobservable inputs (including the fund’s own assumptions used to determine the fair value of investments). Any investments and derivatives valued with significant unobservable inputs are noted on the Schedule of Investments.
At September 30, 2023, 100% of the market value of the fund's investments and derivatives was determined based on Level 1 inputs.
E.  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 in-kind redemptions were reclassified between the following accounts:
  Amount
($000)
Paid-in Capital 942,728
Total Distributable Earnings (Loss) (942,728)
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 capital loss carryforwards; the deferral of losses from wash sales; and the recognition of unrealized gains or losses from certain derivative contracts. As of
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Target Retirement 2040 Fund
period end, the tax-basis components of total distributable earnings (loss) are detailed in the table as follows:
  Amount
($000)
Undistributed Ordinary Income 1,093,159
Undistributed Long-Term Gains
Net Unrealized Gains (Losses) 13,683,190
Capital Loss Carryforwards (65,848)
Qualified Late-Year Losses
Other Temporary Differences
Total 14,710,501
The tax character of distributions paid was as follows:
  Year Ended September 30,
  2023
Amount
($000)
2022
Amount
($000)
Ordinary Income* 1,327,883 662,780
Long-Term Capital Gains 320,362 4,405,578
Total 1,648,245 5,068,358
* Includes short-term capital gains, if any.
As of September 30, 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 58,470,084
Gross Unrealized Appreciation 16,853,888
Gross Unrealized Depreciation (3,170,698)
Net Unrealized Appreciation (Depreciation) 13,683,190
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Target Retirement 2040 Fund
F.  Capital shares issued and redeemed were:
  Year Ended September 30,
  2023
Shares
(000)
2022
Shares
(000)
Issued 274,531 233,751
Issued in Connection with Acquisition of Vanguard Institutional Target Retirement 2040 Fund—Note G 1,117,955
Issued in Lieu of Cash Distributions 48,264 117,203
Redeemed (217,354) (199,582)
Net Increase (Decrease) in Shares Outstanding 105,441 1,269,327
G.  On February 11, 2022, the Vanguard Target Retirement 2040 Fund acquired all the net assets of Vanguard Institutional Target Retirement 2040 Fund (the “Acquired Fund”) pursuant to a plan of reorganization approved by the funds' board of trustees in September 2021. The acquisition was accomplished by a tax-free exchange of 1,117,955,000 shares of Vanguard Target Retirement 2040 Fund for the 1,441,507,000 shares of the Acquired Fund outstanding on February 11, 2022. The Acquired Fund's net assets of $44,528,150,000, including $10,288,799,000 of unrealized appreciation, were combined with Vanguard Target Retirement 2040 Fund's net assets of $28,598,081,000, resulting in combined net assets of $73,126,231,000 on February 11, 2022.
H.  Transactions during the period in affiliated underlying Vanguard funds were as follows:
    Current Period Transactions  
  Sep. 30, 2022
Market Value
($000)
Purchases
at Cost
($000)
Proceeds
from
Securities
Sold1
($000)
Realized
Net Gain
(Loss)
($000)
Change in
Unrealized
App. (Dep.)
($000)
Income
($000)
Capital Gain
Distributions
Received
($000)
Sep. 30, 2023
Market Value
($000)
Vanguard Market Liquidity Fund 814,453 NA2 NA2 (13) 163 40,063 2 742,525
Vanguard Total Bond Market II Index Fund 8,996,887 2,946,089 471,569 (9,144) (288,254) 300,167 11,174,009
Vanguard Total International Bond II Index Fund 3,880,069 974,289 138,021 (312) 10,900 69,252 4,726,925
Vanguard Total International Stock Index Fund 18,622,532 1,103,089 1,238,027 41,030 3,106,836 644,700 21,635,460
Vanguard Total Stock Market Index Fund 28,037,857 1,750,988 1,141,633 790,492 4,436,651 526,688 33,874,355
Total 60,351,798 6,774,455 2,989,250 822,053 7,266,296 1,580,870 2 72,153,274
1 Includes $2,141,280,000 of portfolio securities delivered as a result of in-kind redemptions of the fund’s capital shares.
2 Not applicable—purchases and sales are for temporary cash investment purposes.
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Target Retirement 2040 Fund
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.
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 September 30, 2023, that would require recognition or disclosure in these financial statements.
87

 

Report of Independent Registered
Public Accounting Firm
To the Board of Trustees of Vanguard Chester Funds and Shareholders of Vanguard Target Retirement Income Fund, Vanguard Target Retirement 2020 Fund, Vanguard Target Retirement 2025 Fund, Vanguard Target Retirement 2030 Fund, Vanguard Target Retirement 2035 Fund and Vanguard Target Retirement 2040 Fund
Opinions on the Financial Statements
We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of Vanguard Target Retirement Income Fund, Vanguard Target Retirement 2020 Fund, Vanguard Target Retirement 2025 Fund, Vanguard Target Retirement 2030 Fund, Vanguard Target Retirement 2035 Fund and Vanguard Target Retirement 2040 Fund (six of the funds constituting Vanguard Chester Funds, hereafter collectively referred to as the "Funds") as of September 30, 2023, the related statements of operations for the year ended September 30, 2023, the statements of changes in net assets for each of the two years in the period ended September 30, 2023, including the related notes, and the financial highlights for each of the five years in the period ended September 30, 2023 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as of September 30, 2023, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period ended September 30, 2023 and each of the financial highlights for each of the five years in the period ended September 30, 2023 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinions
These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ 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 Funds 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 September 30, 2023 by correspondence with the 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 opinions.
/s/PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
November 16, 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)
The following percentages, or if subsequently determined to be different, the maximum percentages allowable by law, of ordinary income (dividend income plus short-term gains, if any) for the fiscal year qualified for the dividends-received deduction for corporate shareholders.
Fund Percentage
Target Retirement Income Fund 9.2%
Target Retirement 2020 Fund 14.1
Target Retirement 2025 Fund 19.4
Target Retirement 2030 Fund 23.2
Target Retirement 2035 Fund 26.2
Target Retirement 2040 Fund 29.2
The following amounts, or if subsequently determined to be different, the maximum amounts allowable by law, are hereby designated as qualified dividend income for individual shareholders for the fiscal year.
Fund ($000)
Target Retirement Income Fund 213,744
Target Retirement 2020 Fund 316,340
Target Retirement 2025 Fund 710,373
Target Retirement 2030 Fund 857,412
Target Retirement 2035 Fund 936,097
Target Retirement 2040 Fund 889,481
The following amounts, or if subsequently determined to be different, the maximum amounts allowable by law, are hereby designated as interest earned from obligations of the U.S. government which is generally exempt from state income tax.
Fund ($000)
Target Retirement Income Fund 371,256
Target Retirement 2020 Fund 300,323
Target Retirement 2025 Fund 323,511
Target Retirement 2030 Fund 209,789
Target Retirement 2035 Fund 170,723
Target Retirement 2040 Fund 114,956
For nonresident alien shareholders, 100% of short-term capital gain dividends distributed by the Target Retirement Income Fund and Target Retirement 2030 Fund are qualified short-term capital gains.
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The following amounts were distributed as capital gain dividends (20% rate gain distributions) to shareholders during the fiscal year.
Fund ($000)
Target Retirement Income Fund 155,932
Target Retirement 2020 Fund 980,584
Target Retirement 2025 Fund 527,364
Target Retirement 2030 Fund 349,336
Target Retirement 2035 Fund 457,642
Target Retirement 2040 Fund 320,362
The following percentages, or if subsequently determined to be different, the maximum percentages allowable by law, are hereby designated as ordinary income dividends eligible to be treated as interest income for purposes of section 163(j) and the regulations thereunder for the fiscal year.
Fund Percentage
Target Retirement Income Fund 67.6%
Target Retirement 2020 Fund 62.5
Target Retirement 2025 Fund 54.2
Target Retirement 2030 Fund 45.8
Target Retirement 2035 Fund 37.4
Target Retirement 2040 Fund 28.5
The following amounts, or if subsequently determined to be different, the maximum amounts allowable by law, are hereby designated to shareholders as foreign source income and foreign taxes paid. Form 1099-DIV reports calendar-year amounts that can be included on the income tax return of shareholders.
Fund Foreign Source Income
($000)
Foreign Taxes Paid
($000)
Target Retirement Income Fund 234,206 12,612
Target Retirement 2020 Fund 307,653 18,630
Target Retirement 2025 Fund 663,130 43,359
Target Retirement 2030 Fund 791,987 53,914
Target Retirement 2035 Fund 835,979 59,128
Target Retirement 2040 Fund 764,596 55,866
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"Bloomberg®," Bloomberg U.S. Aggregate Bond Index, Bloomberg U.S. Aggregate Float Adjusted Index, Bloomberg U.S. Treasury Inflation Protected Securities Index, Bloomberg U.S. Treasury Inflation-Protected Securities (TIPS) 0–5 Year Index, and Bloomberg Global Aggregate ex-USD Float Adjusted RIC Capped Index (USD Hedged) (the Indices) are service marks of Bloomberg Finance L.P. and its affiliates, including Bloomberg Index Services Limited (BISL), the administrator of the Indices (collectively, Bloomberg), and have been licensed for use for certain purposes by The Vanguard Group, Inc. (Vanguard).
The Target Retirement Funds are not sponsored, endorsed, sold or promoted by Bloomberg. Bloomberg does not make any representation or warranty, express or implied, to the owners of or counterparties to the Target Retirement Funds or any member of the public regarding the advisability of investing in securities generally or in the Target Retirement Funds particularly. The only relationship of Bloomberg to Vanguard is the licensing of certain trademarks, trade names and service marks and of the Indices, which are determined, composed and calculated by BISL without regard to Vanguard or the Target Retirement Funds. Bloomberg has no obligation to take the needs of Vanguard or the owners of the Target Retirement Funds into consideration in determining, composing or calculating the Indices. Bloomberg is not responsible for and has not participated in the determination of the timing of, prices at, or quantities of the Target Retirement Funds to be issued. Bloomberg shall not have any obligation or liability, including, without limitation, to the Target Retirement Funds’ customers, in connection with the administration, marketing or trading of the Target Retirement Funds.
BLOOMBERG DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE INDICES OR ANY DATA RELATED THERETO AND SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS THEREIN. BLOOMBERG DOES NOT MAKE ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY VANGUARD, OWNERS OF THE TARGET RETIREMENT FUNDS OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDICES OR ANY DATA RELATED THERETO. BLOOMBERG DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE INDICES OR ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, TO THE MAXIMUM EXTENT ALLOWED BY LAW, BLOOMBERG, ITS LICENSORS, AND ITS AND THEIR RESPECTIVE EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS, AND VENDORS SHALL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR ANY INJURY OR DAMAGES—WHETHER DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR OTHERWISE—ARISING IN CONNECTION WITH THE TARGET RETIREMENT FUNDS OR THE INDICES OR ANY DATA OR VALUES RELATING THERETO—WHETHER ARISING FROM THEIR NEGLIGENCE OR OTHERWISE, EVEN IF NOTIFIED OF THE POSSIBILITY THEREOF.
© 2023 Bloomberg.
Used with Permission. Source: Bloomberg Index Services Limited. Copyright 2023, Bloomberg. All rights reserved.
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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.
 
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.

 

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 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. McIsaac Lauren Valente

 

Connect with Vanguard®>vanguard.com
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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.
© 2023 The Vanguard Group, Inc.
All rights reserved.
Vanguard Marketing Corporation, Distributor.
Q3080 112023

Annual Report  |  September 30, 2023
Vanguard Target Retirement Funds
Vanguard Target Retirement 2045 Fund
Vanguard Target Retirement 2050 Fund
Vanguard Target Retirement 2055 Fund
Vanguard Target Retirement 2060 Fund
Vanguard Target Retirement 2065 Fund
Vanguard Target Retirement 2070 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
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 September 30, 2023, returns for the six Vanguard Target Retirement Funds covered in this report ranged from 17.67% for the 2045 Fund to 18.49% for the 2060 and 2070 Funds. (The funds with target dates of 2020 through 2040, as well as the Income Fund, are covered in a separate report.)
Early in the period, inflation began to ease off multidecade highs amid aggressive interest rate hikes by the Federal Reserve and other major central banks. Unexpected resilience in labor markets and consumer spending helped dial back expectations of a sustained U.S. or global recession, but the prospect of higher rates for longer weighed on market sentiment toward the close of the period.
Vanguard Target Retirement Funds are designed to reach an allocation of 70% bonds and 30% stocks within seven years after their target dates. The funds invest all of their assets in Vanguard index funds that seek to match the performance of broad stock and bond market indexes.
For the 10 years ended September 30—or since inception for the 2065 and 2070 Funds—the funds’ average annual returns ranged from 7.02% for the 2065 Fund to 7.67% for the 2050 Fund.
Market Barometer
  Average Annual Total Returns
Periods Ended September 30, 2023
  One Year Three Years Five Years
Stocks      
Russell 1000 Index (Large-caps) 21.19% 9.53% 9.63%
Russell 2000 Index (Small-caps) 8.93 7.16 2.40
Russell 3000 Index (Broad U.S. market) 20.46 9.38 9.14
FTSE All-World ex US Index (International) 20.67 4.23 3.00
Bonds      
Bloomberg U.S. Aggregate Float Adjusted Index
(Broad taxable market)
0.78% -5.18% 0.18%
Bloomberg Municipal Bond Index
(Broad tax-exempt market)
2.66 -2.30 1.05
FTSE Three-Month U.S. Treasury Bill Index 4.71 1.78 1.74
CPI      
Consumer Price Index 3.70% 5.75% 4.04%
1

 

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. The Target Retirement Funds have no direct expenses, but each fund bears its proportionate share of the costs for the underlying funds in which it invests. These indirect expenses make up the acquired fund fees and expenses, also expressed as a percentage of average net assets. 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 costs were calculated using the acquired fund fees and expenses for each Target Retirement Fund.
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. 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 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.
2

 

Six Months Ended September 30, 2023      
  Beginning
Account Value
3/31/2023
Ending
Account Value
9/30/2023
Expenses
Paid During
Period
Based on Actual Fund Return      
Target Retirement 2045 Fund $1,000.00 $1,014.80 $0.40
Target Retirement 2050 Fund $1,000.00 $1,017.10 $0.40
Target Retirement 2055 Fund $1,000.00 $1,017.10 $0.40
Target Retirement 2060 Fund $1,000.00 $1,017.10 $0.40
Target Retirement 2065 Fund $1,000.00 $1,017.00 $0.40
Target Retirement 2070 Fund $1,000.00 $1,017.30 $0.40
Based on Hypothetical 5% Yearly Return      
Target Retirement 2045 Fund $1,000.00 $1,024.67 $0.41
Target Retirement 2050 Fund $1,000.00 $1,024.67 $0.41
Target Retirement 2055 Fund $1,000.00 $1,024.67 $0.41
Target Retirement 2060 Fund $1,000.00 $1,024.67 $0.41
Target Retirement 2065 Fund $1,000.00 $1,024.67 $0.41
Target Retirement 2070 Fund $1,000.00 $1,024.67 $0.41
The calculations are based on acquired fund fees and expenses for the most recent six-month period. The underlying funds’ annualized expense figures for that period are (in order as listed from top to bottom above) 0.08%, 0.08%, 0.08%, 0.08%, 0.08%, and 0.08%. The dollar amounts shown as “Expenses Paid” are equal to the annualized average weighted expense ratio for the underlying funds 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 (183/365).
3

 

Target Retirement 2045 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: September 30, 2013, Through September 30, 2023
Initial Investment of $10,000
    Average Annual Total Returns
Periods Ended September 30, 2023
 
    One
Year
Five
Years
Ten
Years
Final Value
of a $10,000
Investment
 Target Retirement 2045 Fund 17.67% 5.87% 7.61% $20,825
 Target 2045 Composite Index 17.97 6.30 7.96 21,517
 MSCI US Broad Market Index 20.67 9.26 11.37 29,352
Target 2045 Composite Index: Derived by applying the fund’s target asset allocation to the results of the following benchmarks: for international stocks, the FTSE Global All Cap ex US Index; for U.S. bonds, the Bloomberg U.S. Aggregate Float Adjusted Index; for international bonds, the Bloomberg Global Aggregate ex-USD Float Adjusted RIC Capped Index Hedged; and for U.S. stocks, the CRSP US Total Market Index. International stock benchmark returns are adjusted for withholding taxes.
See Financial Highlights for dividend and capital gains information.
4

 

Target Retirement 2045 Fund
Underlying Vanguard Funds
As of September 30, 2023
Vanguard Total Stock Market Index Fund Institutional Plus Shares 51.9%
Vanguard Total International Stock Index Fund Investor Shares 33.5
Vanguard Total Bond Market II Index Fund Investor Shares 10.4
Vanguard Total International Bond II Index Fund Institutional Shares 4.2
The table reflects the fund’s investments, except for short-term investments and derivatives.
5

 

Target Retirement 2045 Fund
Financial Statements
Schedule of Investments
As of September 30, 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)
Investment Companies (98.8%)
U.S. Stock Fund (51.2%)
  Vanguard Total Stock Market Index Fund Institutional Plus Shares   181,679,239 35,242,139
International Stock Fund (33.1%)
  Vanguard Total International Stock Index Fund Investor Shares 1,324,437,124 22,753,830
U.S. Bond Fund (10.3%)
1 Vanguard Total Bond Market II Index Fund Investor Shares   779,939,769  7,074,053
International Bond Fund (4.2%)
1 Vanguard Total International Bond II Index Fund Institutional Shares   111,739,390  2,871,702
Total Investment Companies (Cost $53,089,786) 67,941,724
Temporary Cash Investments (1.2%)
Money Market Fund (1.2%)
1 Vanguard Market Liquidity Fund, 5.391% (Cost $837,829)     8,380,683           837,984
Total Investments (100.0%) (Cost $53,927,615)   68,779,708
Other Assets and Liabilities—Net (0.0%)   1,396
Net Assets (100%)   68,781,104
Cost is in $000.
See Note A in Notes to Financial Statements.
1 Affiliated fund available only to Vanguard funds and certain trusts and accounts managed by Vanguard. Rate shown for Vanguard Market Liquidity Fund is the 7-day yield.

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
10-Year U.S. Treasury Note December 2023 4,184 452,133 (8,963)
E-mini S&P 500 Index December 2023 1,876 405,732 (17,416)
        (26,379)
  
See accompanying Notes, which are an integral part of the Financial Statements.
6

 

Target Retirement 2045 Fund
Statement of Assets and Liabilities
As of September 30, 2023
($000s, except shares, footnotes, and per-share amounts) Amount
Assets  
Investments in Securities, at Value—Affiliated Funds (Cost $53,927,615) 68,779,708
Cash Collateral Pledged—Futures Contracts 29,380
Receivables for Accrued Income 27,898
Receivables for Capital Shares Issued 96,489
Total Assets 68,933,475
Liabilities  
Payables for Investment Securities Purchased 66,134
Payables for Capital Shares Redeemed 85,961
Variation Margin Payable—Futures Contracts 276
Total Liabilities 152,371
Net Assets 68,781,104

At September 30, 2023, net assets consisted of:

   
Paid-in Capital 53,102,567
Total Distributable Earnings (Loss) 15,678,537
Net Assets 68,781,104
   
Net Assets  
Applicable to 2,788,776,818 outstanding $.001 par value shares of
beneficial interest (unlimited authorization)
68,781,104
Net Asset Value Per Share $24.66
See accompanying Notes, which are an integral part of the Financial Statements.
7

 

Target Retirement 2045 Fund
Statement of Operations
  Year Ended
September 30, 2023
  ($000)
Investment Income  
Income  
Income Distributions Received from Affiliated Funds 1,474,423
Net Investment Income—Note B 1,474,423
Realized Net Gain (Loss)  
Capital Gain Distributions Received from Affiliated Funds 2
Affiliated Funds Sold1 909,173
Futures Contracts (10,880)
Realized Net Gain (Loss) 898,295
Change in Unrealized Appreciation (Depreciation)  
Affiliated Funds 7,451,007
Futures Contracts 48,418
Change in Unrealized Appreciation (Depreciation) 7,499,425
Net Increase (Decrease) in Net Assets Resulting from Operations 9,872,143
1 Includes $1,018,913,000 of net gain (loss) resulting from in-kind redemptions.
See accompanying Notes, which are an integral part of the Financial Statements.
8

 

Target Retirement 2045 Fund
Statement of Changes in Net Assets
  Year Ended September 30,
  2023
($000)
2022
($000)
Increase (Decrease) in Net Assets    
Operations    
Net Investment Income 1,474,423 1,059,647
Realized Net Gain (Loss) 898,295 1,194,719
Change in Unrealized Appreciation (Depreciation) 7,499,425 (15,908,582)
Net Increase (Decrease) in Net Assets Resulting from Operations 9,872,143 (13,654,216)
Distributions    
Total Distributions (1,622,229) (3,956,957)
Capital Share Transactions    
Issued 9,893,868 8,673,949
Issued in Connection with Acquisition of Vanguard Institutional Target Retirement 2045 Fund—Note G 38,974,576
Issued in Lieu of Cash Distributions 1,597,470 3,853,831
Redeemed (6,881,466) (6,887,917)
Net Increase (Decrease) from Capital Share Transactions 4,609,872 44,614,439
Total Increase (Decrease) 12,859,786 27,003,266
Net Assets    
Beginning of Period 55,921,318 28,918,052
End of Period 68,781,104 55,921,318
See accompanying Notes, which are an integral part of the Financial Statements.
9

 

Target Retirement 2045 Fund
Financial Highlights
For a Share Outstanding
Throughout Each Period
Year Ended September 30,
2023 2022 2021 2020 2019
Net Asset Value, Beginning of Period $21.54 $31.04 $25.22 $23.38 $23.49
Investment Operations          
Net Investment Income1 .548 .536 .495 .492 .527
Capital Gain Distributions Received1 .0002 .007 .020
Net Realized and Unrealized Gain (Loss) on Investments 3.200 (5.672) 5.840 1.900 (.128)
Total from Investment Operations 3.748 (5.129) 6.355 2.392 .399
Distributions          
Dividends from Net Investment Income (.486) (.629) (.452) (.552) (.483)
Distributions from Realized Capital Gains (.142) (3.742) (.083) (.026)
Total Distributions (.628) (4.371) (.535) (.552) (.509)
Net Asset Value, End of Period $24.66 $21.54 $31.04 $25.22 $23.38
Total Return3 17.67% -19.93% 25.42% 10.27% 2.06%
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $68,781 $55,921 $28,918 $30,205 $26,670
Ratio of Total Expenses to Average Net Assets
Acquired Fund Fees and Expenses 0.08% 0.09%4 0.15% 0.15% 0.15%
Ratio of Net Investment Income to Average Net Assets 2.25% 2.09% 1.68% 2.08% 2.35%
Portfolio Turnover Rate 1%5 5%5 4% 9% 4%
1 Calculated based on average shares outstanding.
2 Distribution was less than $.001 per share.
3 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.
4 The Acquired Fund Fees and Expenses (AFFE) of 0.09% reflects the blended amount of expenses for the year ended September 30, 2022. Before the acquisition of Vanguard Institutional Target Retirement 2045 Fund on February 11, 2022, the AFFE was 0.15% on an annualized basis. Following the acquisition, the AFFE was 0.08% on an annualized basis. See Note G.
5 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the fund’s capital shares.
See accompanying Notes, which are an integral part of the Financial Statements.
10

 

Target Retirement 2045 Fund
Notes to Financial Statements
Vanguard Target Retirement 2045 Fund is registered under the Investment Company Act of 1940 as an open-end investment company, or mutual fund. The fund follows a balanced investment strategy by investing in selected Vanguard funds to achieve its targeted allocation of assets to U.S. and international stocks, and U.S. and international bonds. The fund invests a substantial amount of its assets in Vanguard Total Stock Market Index Fund. Financial statements and other information about each underlying fund are available at www.vanguard.com.
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: Investments are valued at the net asset value of each underlying Vanguard fund determined as of the close of the New York Stock Exchange (generally 4 p.m., Eastern time) on the valuation date.
2. Futures Contracts: The fund uses stock and bond futures contracts to a limited extent, with the objectives of maintaining full exposure to the market and maintaining its target asset allocation. The primary risks associated with the use of futures contracts are imperfect correlation between changes in market values of investments 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 September 30, 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.
3. 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.
4. 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.
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Target Retirement 2045 Fund
5. 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 borne by the funds in which the fund invests (see Note B). 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 September 30, 2023, the fund did not utilize the credit facilities or the Interfund Lending Program.
6. Other: Income and capital gain distributions received are recorded on the ex-dividend 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.
B.  In accordance with the terms of a Funds’ Service Agreement (the “FSA”) between Vanguard and the fund, Vanguard furnishes to the fund investment advisory, corporate management, administrative, marketing, and distribution 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. The FSA provides that expenses otherwise allocable to Vanguard funds-of-funds may be reduced or eliminated to the extent of savings realized by the underlying Vanguard funds by virtue of being part of a fund-of-funds. Accordingly, all expenses for services provided by Vanguard to the fund and all other expenses incurred by the fund during the year ended September 30, 2023, were borne by the underlying Vanguard funds in which the fund invests. The fund's trustees and officers are also trustees and officers, respectively, of the underlying Vanguard funds, as well as directors and employees, respectively, of Vanguard.
C.  The fund’s SEC registrant (the Vanguard Chester Funds (the “Trust”)), certain officers and trustees of the Trust, and The Vanguard Group Inc. (collectively, the “Defendants”) were named in putative class action lawsuits filed in 2022 by certain investors (the “Plaintiffs”) in the U.S. District Court for the Eastern District of Pennsylvania; these class action lawsuits were later consolidated into one action. The Plaintiffs assert claims related to their allegations that the Defendants
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Target Retirement 2045 Fund
improperly decided to lower minimum investment limits in 2020 for the Trust’s Institutional Target Retirement funds for certain smaller retirement plan participants, which purportedly harmed certain investors in taxable accounts. The Plaintiffs seek damages and various other forms of relief. The Defendants do not agree with these allegations and claims and intend to vigorously defend against them.
D.  Various inputs may be used to determine the value of the fund’s investments and derivatives. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.
Level 1—Quoted prices in active markets for identical securities.
Level 2—Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
Level 3—Significant unobservable inputs (including the fund’s own assumptions used to determine the fair value of investments). Any investments and derivatives valued with significant unobservable inputs are noted on the Schedule of Investments.
At September 30, 2023, 100% of the market value of the fund's investments and derivatives was determined based on Level 1 inputs.
E.  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 in-kind redemptions were reclassified between the following accounts:
  Amount
($000)
Paid-in Capital 1,018,913
Total Distributable Earnings (Loss) (1,018,913)
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 capital loss carryforwards; the deferral of losses from wash sales; and the recognition of unrealized gains or losses from certain derivative contracts. As of
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Target Retirement 2045 Fund
period end, the tax-basis components of total distributable earnings (loss) are detailed in the table as follows:
  Amount
($000)
Undistributed Ordinary Income 1,009,218
Undistributed Long-Term Gains
Net Unrealized Gains (Losses) 14,762,629
Capital Loss Carryforwards (93,310)
Qualified Late-Year Losses
Other Temporary Differences
Total 15,678,537
The tax character of distributions paid was as follows:
  Year Ended September 30,
  2023
Amount
($000)
2022
Amount
($000)
Ordinary Income* 1,254,390 650,046
Long-Term Capital Gains 367,839 3,306,911
Total 1,622,229 3,956,957
* Includes short-term capital gains, if any.
As of September 30, 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 54,017,079
Gross Unrealized Appreciation 17,013,574
Gross Unrealized Depreciation (2,250,945)
Net Unrealized Appreciation (Depreciation) 14,762,629
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Target Retirement 2045 Fund
F.  Capital shares issued and redeemed were:
  Year Ended September 30,
  2023
Shares
(000)
2022
Shares
(000)
Issued 407,526 336,528
Issued in Connection with Acquisition of Vanguard Institutional Target Retirement 2045 Fund—Note G 1,452,108
Issued in Lieu of Cash Distributions 70,747 135,603
Redeemed (285,799) (259,692)
Net Increase (Decrease) in Shares Outstanding 192,474 1,664,547
G.  On February 11, 2022, the Vanguard Target Retirement 2045 Fund acquired all the net assets of Vanguard Institutional Target Retirement 2045 Fund (the “Acquired Fund”) pursuant to a plan of reorganization approved by the funds' board of trustees in September 2021. The acquisition was accomplished by a tax-free exchange of 1,452,108,000 shares of Vanguard Target Retirement 2045 Fund for the 1,222,157,000 shares of the Acquired Fund outstanding on February 11, 2022. The Acquired Fund's net assets of $38,974,576,000, including $9,546,130,000 of unrealized appreciation, were combined with Vanguard Target Retirement 2045 Fund's net assets of $28,598,689,000, resulting in combined net assets of $67,573,265,000 on February 11, 2022.
H.  Transactions during the period in affiliated underlying Vanguard funds were as follows:
    Current Period Transactions  
  Sep. 30, 2022
Market Value
($000)
Purchases
at Cost
($000)
Proceeds
from
Securities
Sold1
($000)
Realized
Net Gain
(Loss)
($000)
Change in
Unrealized
App. (Dep.)
($000)
Income
($000)
Capital Gain
Distributions
Received
($000)
Sep. 30, 2023
Market Value
($000)
Vanguard Market Liquidity Fund 760,294 NA2 NA2 (7) 166 39,119 2 837,984
Vanguard Total Bond Market II Index Fund 5,283,074 2,347,463 359,203 (5,147) (192,134) 185,142 7,074,053
Vanguard Total International Bond II Index Fund 2,357,925 605,423 97,156 (1,251) 6,761 41,720 2,871,702
Vanguard Total International Stock Index Fund 18,989,256 1,952,163 1,385,851 47,270 3,150,992 664,601 22,753,830
Vanguard Total Stock Market Index Fund 28,525,761 2,483,778 1,120,930 868,308 4,485,222 543,841 35,242,139
Total 55,916,310 7,388,827 2,963,140 909,173 7,451,007 1,474,423 2 68,779,708
1 Includes $2,127,610,000 of portfolio securities delivered as a result of in-kind redemptions of the fund’s capital shares.
2 Not applicable—purchases and sales are for temporary cash investment purposes.
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Target Retirement 2045 Fund
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.
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 September 30, 2023, that would require recognition or disclosure in these financial statements.
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Target Retirement 2050 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: September 30, 2013, Through September 30, 2023
Initial Investment of $10,000
    Average Annual Total Returns
Periods Ended September 30, 2023
 
    One
Year
Five
Years
Ten
Years
Final Value
of a $10,000
Investment
 Target Retirement 2050 Fund 18.48% 5.99% 7.67% $20,938
 Target 2050 Composite Index 18.74 6.43 8.03 21,644
 MSCI US Broad Market Index 20.67 9.26 11.37 29,352
Target 2050 Composite Index: Derived by applying the fund’s target asset allocation to the results of the following benchmarks: for international stocks, the FTSE Global All Cap ex US Index; for U.S. bonds, the Bloomberg U.S. Aggregate Float Adjusted Index; for international bonds, the Bloomberg Global Aggregate ex-USD Float Adjusted RIC Capped Index Hedged; and for U.S. stocks, the CRSP US Total Market Index. International stock benchmark returns are adjusted for withholding taxes.
See Financial Highlights for dividend and capital gains information.
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Target Retirement 2050 Fund
Underlying Vanguard Funds
As of September 30, 2023
Vanguard Total Stock Market Index Fund Institutional Plus Shares 53.9%
Vanguard Total International Stock Index Fund Investor Shares 36.2
Vanguard Total Bond Market II Index Fund Investor Shares 7.1
Vanguard Total International Bond II Index Fund Institutional Shares 2.8
The table reflects the fund’s investments, except for short-term investments and derivatives.
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Target Retirement 2050 Fund
Financial Statements
Schedule of Investments
As of September 30, 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)
Investment Companies (98.9%)
U.S. Stock Fund (53.3%)
  Vanguard Total Stock Market Index Fund Institutional Plus Shares   155,645,652 30,192,144
International Stock Fund (35.9%)
  Vanguard Total International Stock Index Fund Investor Shares 1,182,569,637 20,316,546
U.S. Bond Fund (7.0%)
1 Vanguard Total Bond Market II Index Fund Investor Shares   438,287,113  3,975,264
International Bond Fund (2.7%)
1 Vanguard Total International Bond II Index Fund Institutional Shares    60,424,014  1,552,897
Total Investment Companies (Cost $45,642,733) 56,036,851
Temporary Cash Investments (1.1%)
Money Market Fund (1.1%)
1 Vanguard Market Liquidity Fund, 5.391% (Cost $594,998)     5,951,877           595,128
Total Investments (100.0%) (Cost $46,237,731)   56,631,979
Other Assets and Liabilities—Net (0.0%)   4,937
Net Assets (100%)   56,636,916
Cost is in $000.
See Note A in Notes to Financial Statements.
1 Affiliated fund available only to Vanguard funds and certain trusts and accounts managed by Vanguard. Rate shown for Vanguard Market Liquidity Fund is the 7-day yield.

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
10-Year U.S. Treasury Note December 2023 2,379 257,081 (5,077)
E-mini S&P 500 Index December 2023 1,664 359,881 (15,448)
        (20,525)
  
See accompanying Notes, which are an integral part of the Financial Statements.
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Target Retirement 2050 Fund
Statement of Assets and Liabilities
As of September 30, 2023
($000s, except shares, footnotes, and per-share amounts) Amount
Assets  
Investments in Securities, at Value—Affiliated Funds (Cost $46,237,731) 56,631,979
Cash Collateral Pledged—Futures Contracts 23,403
Receivables for Accrued Income 16,191
Receivables for Capital Shares Issued 134,385
Variation Margin Receivable—Futures Contracts 2,143
Total Assets 56,808,101
Liabilities  
Payables for Investment Securities Purchased 58,264
Payables for Capital Shares Redeemed 112,921
Total Liabilities 171,185
Net Assets 56,636,916

At September 30, 2023, net assets consisted of:

   
Paid-in Capital 45,605,073
Total Distributable Earnings (Loss) 11,031,843
Net Assets 56,636,916
   
Net Assets  
Applicable to 1,381,399,207 outstanding $.001 par value shares of
beneficial interest (unlimited authorization)
56,636,916
Net Asset Value Per Share $41.00
See accompanying Notes, which are an integral part of the Financial Statements.
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Target Retirement 2050 Fund
Statement of Operations
  Year Ended
September 30, 2023
  ($000)
Investment Income  
Income  
Income Distributions Received from Affiliated Funds 1,192,157
Net Investment Income—Note B 1,192,157
Realized Net Gain (Loss)  
Capital Gain Distributions Received from Affiliated Funds 1
Affiliated Funds Sold1 852,053
Futures Contracts (4,422)
Realized Net Gain (Loss) 847,632
Change in Unrealized Appreciation (Depreciation)  
Affiliated Funds 6,182,788
Futures Contracts 38,681
Change in Unrealized Appreciation (Depreciation) 6,221,469
Net Increase (Decrease) in Net Assets Resulting from Operations 8,261,258
1 Includes $984,952,000 of net gain (loss) resulting from in-kind redemptions.
See accompanying Notes, which are an integral part of the Financial Statements.
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Target Retirement 2050 Fund
Statement of Changes in Net Assets
  Year Ended September 30,
  2023
($000)
2022
($000)
Increase (Decrease) in Net Assets    
Operations    
Net Investment Income 1,192,157 834,943
Realized Net Gain (Loss) 847,632 731,107
Change in Unrealized Appreciation (Depreciation) 6,221,469 (12,598,775)
Net Increase (Decrease) in Net Assets Resulting from Operations 8,261,258 (11,032,725)
Distributions    
Total Distributions (1,134,127) (2,514,988)
Capital Share Transactions    
Issued 9,932,027 8,252,573
Issued in Connection with Acquisition of Vanguard Institutional Target Retirement 2050 Fund—Note G 31,731,807
Issued in Lieu of Cash Distributions 1,115,771 2,439,402
Redeemed (6,274,244) (5,723,074)
Net Increase (Decrease) from Capital Share Transactions 4,773,554 36,700,708
Total Increase (Decrease) 11,900,685 23,152,995
Net Assets    
Beginning of Period 44,736,231 21,583,236
End of Period 56,636,916 44,736,231
See accompanying Notes, which are an integral part of the Financial Statements.
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Target Retirement 2050 Fund
Financial Highlights
For a Share Outstanding
Throughout Each Period
Year Ended September 30,
2023 2022 2021 2020 2019
Net Asset Value, Beginning of Period $35.44 $50.09 $40.60 $37.63 $37.80
Investment Operations          
Net Investment Income1 .904 .884 .798 .793 .851
Capital Gain Distributions Received1 .0002 .009 .031
Net Realized and Unrealized Gain (Loss) on Investments 5.557 (9.524) 9.498 3.053 (.204)
Total from Investment Operations 6.461 (8.631) 10.327 3.846 .647
Distributions          
Dividends from Net Investment Income (.805) (1.026) (.741) (.876) (.789)
Distributions from Realized Capital Gains (.096) (4.993) (.096) (.028)
Total Distributions (.901) (6.019) (.837) (.876) (.817)
Net Asset Value, End of Period $41.00 $35.44 $50.09 $40.60 $37.63
Total Return3 18.48% -20.18% 25.65% 10.26% 2.07%
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $56,637 $44,736 $21,583 $22,979 $19,470
Ratio of Total Expenses to Average Net Assets
Acquired Fund Fees and Expenses 0.08% 0.09%4 0.15% 0.15% 0.15%
Ratio of Net Investment Income to Average Net Assets 2.24% 2.10% 1.68% 2.08% 2.36%
Portfolio Turnover Rate 2%5 4%5 4% 9% 3%
1 Calculated based on average shares outstanding.
2 Distribution was less than $.001 per share.
3 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.
4 The Acquired Fund Fees and Expenses (AFFE) of 0.09% reflects the blended amount of expenses for the year ended September 30, 2022. Before the acquisition of Vanguard Institutional Target Retirement 2050 Fund on February 11, 2022, the AFFE was 0.15% on an annualized basis. Following the acquisition, the AFFE was 0.08% on an annualized basis. See Note G.
5 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the fund’s capital shares.
See accompanying Notes, which are an integral part of the Financial Statements.
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Target Retirement 2050 Fund
Notes to Financial Statements
Vanguard Target Retirement 2050 Fund is registered under the Investment Company Act of 1940 as an open-end investment company, or mutual fund. The fund follows a balanced investment strategy by investing in selected Vanguard funds to achieve its targeted allocation of assets to U.S. and international stocks, and U.S. and international bonds. The fund invests a substantial amount of its assets in Vanguard Total Stock Market Index Fund. Financial statements and other information about each underlying fund are available at www.vanguard.com.
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: Investments are valued at the net asset value of each underlying Vanguard fund determined as of the close of the New York Stock Exchange (generally 4 p.m., Eastern time) on the valuation date.
2. Futures Contracts: The fund uses stock and bond futures contracts to a limited extent, with the objectives of maintaining full exposure to the market and maintaining its target asset allocation. The primary risks associated with the use of futures contracts are imperfect correlation between changes in market values of investments 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 September 30, 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.
3. 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.
4. 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.
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Target Retirement 2050 Fund
5. 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 borne by the funds in which the fund invests (see Note B). 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 September 30, 2023, the fund did not utilize the credit facilities or the Interfund Lending Program.
6. Other: Income and capital gain distributions received are recorded on the ex-dividend 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.
B.  In accordance with the terms of a Funds’ Service Agreement (the “FSA”) between Vanguard and the fund, Vanguard furnishes to the fund investment advisory, corporate management, administrative, marketing, and distribution 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. The FSA provides that expenses otherwise allocable to Vanguard funds-of-funds may be reduced or eliminated to the extent of savings realized by the underlying Vanguard funds by virtue of being part of a fund-of-funds. Accordingly, all expenses for services provided by Vanguard to the fund and all other expenses incurred by the fund during the year ended September 30, 2023, were borne by the underlying Vanguard funds in which the fund invests. The fund's trustees and officers are also trustees and officers, respectively, of the underlying Vanguard funds, as well as directors and employees, respectively, of Vanguard.
C.  The fund’s SEC registrant (the Vanguard Chester Funds (the “Trust”)), certain officers and trustees of the Trust, and The Vanguard Group Inc. (collectively, the “Defendants”) were named in putative class action lawsuits filed in 2022 by certain investors (the “Plaintiffs”) in the U.S. District Court for the Eastern District of Pennsylvania; these class action lawsuits were later consolidated into one action. The Plaintiffs assert claims related to their allegations that the Defendants
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Target Retirement 2050 Fund
improperly decided to lower minimum investment limits in 2020 for the Trust’s Institutional Target Retirement funds for certain smaller retirement plan participants, which purportedly harmed certain investors in taxable accounts. The Plaintiffs seek damages and various other forms of relief. The Defendants do not agree with these allegations and claims and intend to vigorously defend against them.
D.  Various inputs may be used to determine the value of the fund’s investments and derivatives. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.
Level 1—Quoted prices in active markets for identical securities.
Level 2—Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
Level 3—Significant unobservable inputs (including the fund’s own assumptions used to determine the fair value of investments). Any investments and derivatives valued with significant unobservable inputs are noted on the Schedule of Investments.
At September 30, 2023, 100% of the market value of the fund's investments and derivatives was determined based on Level 1 inputs.
E.  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 in-kind redemptions were reclassified between the following accounts:
  Amount
($000)
Paid-in Capital 984,952
Total Distributable Earnings (Loss) (984,952)
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 capital loss carryforwards; the deferral of losses from wash sales; and the recognition of unrealized gains or losses from certain derivative contracts. As of
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Target Retirement 2050 Fund
period end, the tax-basis components of total distributable earnings (loss) are detailed in the table as follows:
  Amount
($000)
Undistributed Ordinary Income 814,535
Undistributed Long-Term Gains
Net Unrealized Gains (Losses) 10,276,162
Capital Loss Carryforwards (58,854)
Qualified Late-Year Losses
Other Temporary Differences
Total 11,031,843
The tax character of distributions paid was as follows:
  Year Ended September 30,
  2023
Amount
($000)
2022
Amount
($000)
Ordinary Income* 1,012,798 495,805
Long-Term Capital Gains 121,329 2,019,183
Total 1,134,127 2,514,988
* Includes short-term capital gains, if any.
As of September 30, 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 46,355,817
Gross Unrealized Appreciation 12,026,391
Gross Unrealized Depreciation (1,750,229)
Net Unrealized Appreciation (Depreciation) 10,276,162
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Target Retirement 2050 Fund
F.  Capital shares issued and redeemed were:
  Year Ended September 30,
  2023
Shares
(000)
2022
Shares
(000)
Issued 246,763 194,700
Issued in Connection with Acquisition of Vanguard Institutional Target Retirement 2050 Fund—Note G 715,647
Issued in Lieu of Cash Distributions 29,841 51,935
Redeemed (157,371) (131,023)
Net Increase (Decrease) in Shares Outstanding 119,233 831,259
G.  On February 11, 2022, the Vanguard Target Retirement 2050 Fund acquired all the net assets of Vanguard Institutional Target Retirement 2050 Fund (the “Acquired Fund”) pursuant to a plan of reorganization approved by the funds' board of trustees in September 2021. The acquisition was accomplished by a tax-free exchange of 715,647,000 shares of Vanguard Target Retirement 2050 Fund for the 990,381,000 shares of the Acquired Fund outstanding on February 11, 2022. The Acquired Fund's net assets of $31,731,807,000, including $7,205,789,000 of unrealized appreciation, were combined with Vanguard Target Retirement 2050 Fund's net assets of $21,438,369,000, resulting in combined net assets of $53,170,176,000 on February 11, 2022.
H.  Transactions during the period in affiliated underlying Vanguard funds were as follows:
    Current Period Transactions  
  Sep. 30, 2022
Market Value
($000)
Purchases
at Cost
($000)
Proceeds
from
Securities
Sold1
($000)
Realized
Net Gain
(Loss)
($000)
Change in
Unrealized
App. (Dep.)
($000)
Income
($000)
Capital Gain
Distributions
Received
($000)
Sep. 30, 2023
Market Value
($000)
Vanguard Market Liquidity Fund 595,970 NA2 NA2 6 118 29,653 1 595,128
Vanguard Total Bond Market II Index Fund 3,147,317 1,302,979 364,418 (24,307) (86,307) 106,198 3,975,264
Vanguard Total International Bond II Index Fund 1,437,305 216,677 106,460 (9,706) 15,081 23,515 1,552,897
Vanguard Total International Stock Index Fund 15,922,776 3,032,231 1,278,576 40,748 2,599,367 570,468 20,316,546
Vanguard Total Stock Market Index Fund 23,619,117 3,183,023 1,109,837 845,312 3,654,529 462,323 30,192,144
Total 44,722,485 7,734,910 2,859,291 852,053 6,182,788 1,192,157 1 56,631,979
1 Includes $2,048,670,000 of portfolio securities delivered as a result of in-kind redemptions of the fund’s capital shares.
2 Not applicable—purchases and sales are for temporary cash investment purposes.
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Target Retirement 2050 Fund
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.
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 September 30, 2023, that would require recognition or disclosure in these financial statements.
29

 

Target Retirement 2055 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: September 30, 2013, Through September 30, 2023
Initial Investment of $10,000
    Average Annual Total Returns
Periods Ended September 30, 2023
 
    One
Year
Five
Years
Ten
Years
Final Value
of a $10,000
Investment
 Target Retirement 2055 Fund 18.48% 5.99% 7.65% $20,902
 Target 2055 Composite Index 18.74 6.43 8.03 21,644
 MSCI US Broad Market Index 20.67 9.26 11.37 29,352
Target 2055 Composite Index: Derived by applying the fund’s target asset allocation to the results of the following benchmarks: for international stocks, the FTSE Global All Cap ex US Index; for U.S. bonds, the Bloomberg U.S. Aggregate Float Adjusted Index; for international bonds, the Bloomberg Global Aggregate ex-USD Float Adjusted RIC Capped Index Hedged; and for U.S. stocks, the CRSP US Total Market Index. International stock benchmark returns are adjusted for withholding taxes.
See Financial Highlights for dividend and capital gains information.
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Target Retirement 2055 Fund
Underlying Vanguard Funds
As of September 30, 2023
Vanguard Total Stock Market Index Fund Institutional Plus Shares 53.8%
Vanguard Total International Stock Index Fund Investor Shares 36.4
Vanguard Total Bond Market II Index Fund Investor Shares 7.1
Vanguard Total International Bond II Index Fund Institutional Shares 2.7
The table reflects the fund’s investments, except for short-term investments and derivatives.
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Target Retirement 2055 Fund
Financial Statements
Schedule of Investments
As of September 30, 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)
Investment Companies (99.0%)
U.S. Stock Fund (53.2%)
  Vanguard Total Stock Market Index Fund Institutional Plus Shares 100,863,031 19,565,411
International Stock Fund (36.1%)
  Vanguard Total International Stock Index Fund Investor Shares 771,124,981 13,247,927
U.S. Bond Fund (7.0%)
1 Vanguard Total Bond Market II Index Fund Investor Shares 284,682,098  2,582,067
International Bond Fund (2.7%)
1 Vanguard Total International Bond II Index Fund Institutional Shares  38,999,621  1,002,290
Total Investment Companies (Cost $31,858,562) 36,397,695
Temporary Cash Investments (1.0%)
Money Market Fund (1.0%)
1 Vanguard Market Liquidity Fund, 5.391% (Cost $366,231)   3,663,561           366,319
Total Investments (100.0%) (Cost $32,224,793)   36,764,014
Other Assets and Liabilities—Net (0.0%)   812
Net Assets (100%)   36,764,826
Cost is in $000.
See Note A in Notes to Financial Statements.
1 Affiliated fund available only to Vanguard funds and certain trusts and accounts managed by Vanguard. Rate shown for Vanguard Market Liquidity Fund is the 7-day yield.

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
10-Year U.S. Treasury Note December 2023 1,342 145,020 (2,874)
E-mini S&P 500 Index December 2023 1,061 229,468 (9,850)
        (12,724)
  
See accompanying Notes, which are an integral part of the Financial Statements.
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Target Retirement 2055 Fund
Statement of Assets and Liabilities
As of September 30, 2023
($000s, except shares, footnotes, and per-share amounts) Amount
Assets  
Investments in Securities, at Value—Affiliated Funds (Cost $32,224,793) 36,764,014
Cash Collateral Pledged—Futures Contracts 14,569
Receivables for Investment Securities Sold 28,861
Receivables for Accrued Income 10,438
Receivables for Capital Shares Issued 83,791
Variation Margin Receivable—Futures Contracts 1,285
Total Assets 36,902,958
Liabilities  
Payables for Investment Securities Purchased 10,441
Payables for Capital Shares Redeemed 127,691
Total Liabilities 138,132
Net Assets 36,764,826

At September 30, 2023, net assets consisted of:

   
Paid-in Capital 31,786,043
Total Distributable Earnings (Loss) 4,978,783
Net Assets 36,764,826
   
Net Assets  
Applicable to 803,842,872 outstanding $.001 par value shares of
beneficial interest (unlimited authorization)
36,764,826
Net Asset Value Per Share $45.74
See accompanying Notes, which are an integral part of the Financial Statements.
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Target Retirement 2055 Fund
Statement of Operations
  Year Ended
September 30, 2023
  ($000)
Investment Income  
Income  
Income Distributions Received from Affiliated Funds 757,392
Net Investment Income—Note B 757,392
Realized Net Gain (Loss)  
Capital Gain Distributions Received from Affiliated Funds 1
Affiliated Funds Sold1 505,352
Futures Contracts (2,998)
Realized Net Gain (Loss) 502,355
Change in Unrealized Appreciation (Depreciation)  
Affiliated Funds 3,846,822
Futures Contracts 23,883
Change in Unrealized Appreciation (Depreciation) 3,870,705
Net Increase (Decrease) in Net Assets Resulting from Operations 5,130,452
1 Includes $561,890,000 of net gain (loss) resulting from in-kind redemptions.
See accompanying Notes, which are an integral part of the Financial Statements.
34

 

Target Retirement 2055 Fund
Statement of Changes in Net Assets
  Year Ended September 30,
  2023
($000)
2022
($000)
Increase (Decrease) in Net Assets    
Operations    
Net Investment Income 757,392 502,651
Realized Net Gain (Loss) 502,355 336,184
Change in Unrealized Appreciation (Depreciation) 3,870,705 (7,551,022)
Net Increase (Decrease) in Net Assets Resulting from Operations 5,130,452 (6,712,187)
Distributions    
Total Distributions (648,927) (1,181,452)
Capital Share Transactions    
Issued 8,314,898 6,339,068
Issued in Connection with Acquisition of Vanguard Institutional Target Retirement 2055 Fund—Note G 19,001,359
Issued in Lieu of Cash Distributions 638,183 1,145,310
Redeemed (4,239,814) (3,538,531)
Net Increase (Decrease) from Capital Share Transactions 4,713,267 22,947,206
Total Increase (Decrease) 9,194,792 15,053,567
Net Assets    
Beginning of Period 27,570,034 12,516,467
End of Period 36,764,826 27,570,034
See accompanying Notes, which are an integral part of the Financial Statements.
35

 

Target Retirement 2055 Fund
Financial Highlights
For a Share Outstanding
Throughout Each Period
Year Ended September 30,
2023 2022 2021 2020 2019
Net Asset Value, Beginning of Period $39.46 $54.38 $44.08 $40.84 $40.95
Investment Operations          
Net Investment Income1 1.011 .981 .868 .862 .929
Capital Gain Distributions Received1 .0002 .010 .034
Net Realized and Unrealized Gain (Loss) on Investments 6.192 (10.672) 10.295 3.307 (.209)
Total from Investment Operations 7.203 (9.681) 11.197 4.169 .720
Distributions          
Dividends from Net Investment Income (.885) (1.099) (.791) (.929) (.830)
Distributions from Realized Capital Gains (.038) (4.140) (.106)
Total Distributions (.923) (5.239) (.897) (.929) (.830)
Net Asset Value, End of Period $45.74 $39.46 $54.38 $44.08 $40.84
Total Return3 18.48% -20.17% 25.61% 10.25% 2.09%
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $36,765 $27,570 $12,516 $12,901 $10,202
Ratio of Total Expenses to Average Net Assets
Acquired Fund Fees and Expenses 0.08% 0.09%4 0.15% 0.15% 0.15%
Ratio of Net Investment Income to Average Net Assets 2.25% 2.10% 1.68% 2.09% 2.37%
Portfolio Turnover Rate 1%5 4%5 6% 8% 3%
1 Calculated based on average shares outstanding.
2 Distribution was less than $.001 per share.
3 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.
4 The Acquired Fund Fees and Expenses (AFFE) of 0.09% reflects the blended amount of expenses for the year ended September 30, 2022. Before the acquisition of Vanguard Institutional Target Retirement 2055 Fund on February 11, 2022, the AFFE was 0.15% on an annualized basis. Following the acquisition, the AFFE was 0.08% on an annualized basis. See Note G.
5 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the fund’s capital shares.
See accompanying Notes, which are an integral part of the Financial Statements.
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Target Retirement 2055 Fund
Notes to Financial Statements
Vanguard Target Retirement 2055 Fund is registered under the Investment Company Act of 1940 as an open-end investment company, or mutual fund. The fund follows a balanced investment strategy by investing in selected Vanguard funds to achieve its targeted allocation of assets to U.S. and international stocks, and U.S. and international bonds. The fund invests a substantial amount of its assets in Vanguard Total Stock Market Index Fund. Financial statements and other information about each underlying fund are available at www.vanguard.com.
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: Investments are valued at the net asset value of each underlying Vanguard fund determined as of the close of the New York Stock Exchange (generally 4 p.m., Eastern time) on the valuation date.
2. Futures Contracts: The fund uses stock and bond futures contracts to a limited extent, with the objectives of maintaining full exposure to the market and maintaining its target asset allocation. The primary risks associated with the use of futures contracts are imperfect correlation between changes in market values of investments 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 September 30, 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.
3. 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.
4. 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.
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Target Retirement 2055 Fund
5. 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 borne by the funds in which the fund invests (see Note B). 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 September 30, 2023, the fund did not utilize the credit facilities or the Interfund Lending Program.
6. Other: Income and capital gain distributions received are recorded on the ex-dividend 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.
B.  In accordance with the terms of a Funds’ Service Agreement (the “FSA”) between Vanguard and the fund, Vanguard furnishes to the fund investment advisory, corporate management, administrative, marketing, and distribution 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. The FSA provides that expenses otherwise allocable to Vanguard funds-of-funds may be reduced or eliminated to the extent of savings realized by the underlying Vanguard funds by virtue of being part of a fund-of-funds. Accordingly, all expenses for services provided by Vanguard to the fund and all other expenses incurred by the fund during the year ended September 30, 2023, were borne by the underlying Vanguard funds in which the fund invests. The fund's trustees and officers are also trustees and officers, respectively, of the underlying Vanguard funds, as well as directors and employees, respectively, of Vanguard.
C.  The fund’s SEC registrant (the Vanguard Chester Funds (the “Trust”)), certain officers and trustees of the Trust, and The Vanguard Group Inc. (collectively, the “Defendants”) were named in putative class action lawsuits filed in 2022 by certain investors (the “Plaintiffs”) in the U.S. District Court for the Eastern District of Pennsylvania; these class action lawsuits were later consolidated into one action. The Plaintiffs assert claims related to their allegations that the Defendants
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Target Retirement 2055 Fund
improperly decided to lower minimum investment limits in 2020 for the Trust’s Institutional Target Retirement funds for certain smaller retirement plan participants, which purportedly harmed certain investors in taxable accounts. The Plaintiffs seek damages and various other forms of relief. The Defendants do not agree with these allegations and claims and intend to vigorously defend against them.
D.  Various inputs may be used to determine the value of the fund’s investments and derivatives. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.
Level 1—Quoted prices in active markets for identical securities.
Level 2—Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
Level 3—Significant unobservable inputs (including the fund’s own assumptions used to determine the fair value of investments). Any investments and derivatives valued with significant unobservable inputs are noted on the Schedule of Investments.
At September 30, 2023, 100% of the market value of the fund's investments and derivatives was determined based on Level 1 inputs.
E.  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 in-kind redemptions were reclassified between the following accounts:
  Amount
($000)
Paid-in Capital 561,890
Total Distributable Earnings (Loss) (561,890)
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 capital loss carryforwards; the deferral of losses from wash sales; and the recognition of unrealized gains or losses from certain derivative contracts. As of
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Target Retirement 2055 Fund
period end, the tax-basis components of total distributable earnings (loss) are detailed in the table as follows:
  Amount
($000)
Undistributed Ordinary Income 522,967
Undistributed Long-Term Gains
Net Unrealized Gains (Losses) 4,474,356
Capital Loss Carryforwards (18,540)
Qualified Late-Year Losses
Other Temporary Differences
Total 4,978,783
The tax character of distributions paid was as follows:
  Year Ended September 30,
  2023
Amount
($000)
2022
Amount
($000)
Ordinary Income* 622,443 290,151
Long-Term Capital Gains 26,484 891,301
Total 648,927 1,181,452
* Includes short-term capital gains, if any.
As of September 30, 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 32,289,658
Gross Unrealized Appreciation 5,737,166
Gross Unrealized Depreciation (1,262,810)
Net Unrealized Appreciation (Depreciation) 4,474,356
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Target Retirement 2055 Fund
F.  Capital shares issued and redeemed were:
  Year Ended September 30,
  2023
Shares
(000)
2022
Shares
(000)
Issued 185,243 135,178
Issued in Connection with Acquisition of Vanguard Institutional Target Retirement 2055 Fund—Note G 384,955
Issued in Lieu of Cash Distributions 15,300 21,903
Redeemed (95,370) (73,546)
Net Increase (Decrease) in Shares Outstanding 105,173 468,490
G.  On February 11, 2022, the Vanguard Target Retirement 2055 Fund acquired all the net assets of Vanguard Institutional Target Retirement 2055 Fund (the “Acquired Fund”) pursuant to a plan of reorganization approved by the funds' board of trustees in September 2021. The acquisition was accomplished by a tax-free exchange of 384,955,000 shares of Vanguard Target Retirement 2055 Fund for the 590,471,000 shares of the Acquired Fund outstanding on February 11, 2022. The Acquired Fund's net assets of $19,001,359,000, including $3,713,220,000 of unrealized appreciation, were combined with Vanguard Target Retirement 2055 Fund's net assets of $12,651,876,000, resulting in combined net assets of $31,653,235,000 on February 11, 2022.
H.  Transactions during the period in affiliated underlying Vanguard funds were as follows:
    Current Period Transactions  
  Sep. 30, 2022
Market Value
($000)
Purchases
at Cost
($000)
Proceeds
from
Securities
Sold1
($000)
Realized
Net Gain
(Loss)
($000)
Change in
Unrealized
App. (Dep.)
($000)
Income
($000)
Capital Gain
Distributions
Received
($000)
Sep. 30, 2023
Market Value
($000)
Vanguard Market Liquidity Fund 374,454 NA2 NA2 7 69 18,498 1 366,319
Vanguard Total Bond Market II Index Fund 1,931,971 957,179 232,539 (15,347) (59,197) 67,638 2,582,067
Vanguard Total International Bond II Index Fund 872,382 184,396 56,930 (3,223) 5,665 14,903 1,002,290
Vanguard Total International Stock Index Fund 9,834,856 2,532,247 730,422 46,671 1,564,575 363,183 13,247,927
Vanguard Total Stock Market Index Fund 14,550,078 2,963,384 761,005 477,244 2,335,710 293,170 19,565,411
Total 27,563,741 6,637,206 1,780,896 505,352 3,846,822 757,392 1 36,764,014
1 Includes $1,397,660,000 of portfolio securities delivered as a result of in-kind redemptions of the fund’s capital shares.
2 Not applicable—purchases and sales are for temporary cash investment purposes.
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Target Retirement 2055 Fund
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.
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 September 30, 2023, that would require recognition or disclosure in these financial statements.
42

 

Target Retirement 2060 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: September 30, 2013, Through September 30, 2023
Initial Investment of $10,000
    Average Annual Total Returns
Periods Ended September 30, 2023
 
    One
Year
Five
Years
Ten
Years
Final Value
of a $10,000
Investment
 Target Retirement 2060 Fund 18.49% 5.98% 7.65% $20,902
 Target 2060 Composite Index 18.74 6.43 8.03 21,644
 MSCI US Broad Market Index 20.67 9.26 11.37 29,352
Target 2060 Composite Index: Derived by applying the fund’s target asset allocation to the results of the following benchmarks: for international stocks, the FTSE Global All Cap ex US Index; for U.S. bonds, the Bloomberg U.S. Aggregate Float Adjusted Index; for international bonds, the Bloomberg Global Aggregate ex-USD Float Adjusted RIC Capped Index Hedged; and for U.S. stocks, the CRSP US Total Market Index. International stock benchmark returns are adjusted for withholding taxes.
See Financial Highlights for dividend and capital gains information.
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Target Retirement 2060 Fund
Underlying Vanguard Funds
As of September 30, 2023
Vanguard Total Stock Market Index Fund Institutional Plus Shares 53.9%
Vanguard Total International Stock Index Fund Investor Shares 36.4
Vanguard Total Bond Market II Index Fund Investor Shares 7.0
Vanguard Total International Bond II Index Fund Institutional Shares 2.7
The table reflects the fund’s investments, except for short-term investments and derivatives.
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Target Retirement 2060 Fund
Financial Statements
Schedule of Investments
As of September 30, 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)
Investment Companies (99.0%)
U.S. Stock Fund (53.3%)
  Vanguard Total Stock Market Index Fund Institutional Plus Shares  54,122,463 10,498,675
International Stock Fund (36.0%)
  Vanguard Total International Stock Index Fund Investor Shares 412,812,488  7,092,119
U.S. Bond Fund (7.0%)
1 Vanguard Total Bond Market II Index Fund Investor Shares 151,216,539  1,371,534
International Bond Fund (2.7%)
1 Vanguard Total International Bond II Index Fund Institutional Shares  20,791,648    534,345
Total Investment Companies (Cost $17,766,026) 19,496,673
Temporary Cash Investments (1.0%)
Money Market Fund (1.0%)
1 Vanguard Market Liquidity Fund, 5.391% (Cost $201,719)   2,017,856           201,765
Total Investments (100.0%) (Cost $17,967,745)   19,698,438
Other Assets and Liabilities—Net (0.0%)   (1,164)
Net Assets (100%)   19,697,274
Cost is in $000.
See Note A in Notes to Financial Statements.
1 Affiliated fund available only to Vanguard funds and certain trusts and accounts managed by Vanguard. Rate shown for Vanguard Market Liquidity Fund is the 7-day yield.

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
10-Year U.S. Treasury Note December 2023 768 82,992 (1,652)
E-mini S&P 500 Index December 2023 567 122,628 (5,264)
        (6,916)
  
See accompanying Notes, which are an integral part of the Financial Statements.
45

 

Target Retirement 2060 Fund
Statement of Assets and Liabilities
As of September 30, 2023
($000s, except shares, footnotes, and per-share amounts) Amount
Assets  
Investments in Securities, at Value—Affiliated Funds (Cost $17,967,745) 19,698,438
Cash Collateral Pledged—Futures Contracts 7,895
Receivables for Investment Securities Sold 19,546
Receivables for Accrued Income 5,575
Receivables for Capital Shares Issued 57,262
Variation Margin Receivable—Futures Contracts 704
Total Assets 19,789,420
Liabilities  
Payables for Investment Securities Purchased 5,579
Payables for Capital Shares Redeemed 86,567
Total Liabilities 92,146
Net Assets 19,697,274

At September 30, 2023, net assets consisted of:

   
Paid-in Capital 17,729,261
Total Distributable Earnings (Loss) 1,968,013
Net Assets 19,697,274
   
Net Assets  
Applicable to 467,658,441 outstanding $.001 par value shares of
beneficial interest (unlimited authorization)
19,697,274
Net Asset Value Per Share $42.12
See accompanying Notes, which are an integral part of the Financial Statements.
46

 

Target Retirement 2060 Fund
Statement of Operations
  Year Ended
September 30, 2023
  ($000)
Investment Income  
Income  
Income Distributions Received from Affiliated Funds 393,439
Net Investment Income—Note B 393,439
Realized Net Gain (Loss)  
Capital Gain Distributions Received from Affiliated Funds 1
Affiliated Funds Sold1 187,789
Futures Contracts 733
Realized Net Gain (Loss) 188,523
Change in Unrealized Appreciation (Depreciation)  
Affiliated Funds 1,984,427
Futures Contracts 11,073
Change in Unrealized Appreciation (Depreciation) 1,995,500
Net Increase (Decrease) in Net Assets Resulting from Operations 2,577,462
1 Includes $205,555,000 of net gain (loss) resulting from in-kind redemptions.
See accompanying Notes, which are an integral part of the Financial Statements.
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Target Retirement 2060 Fund
Statement of Changes in Net Assets
  Year Ended September 30,
  2023
($000)
2022
($000)
Increase (Decrease) in Net Assets    
Operations    
Net Investment Income 393,439 249,498
Realized Net Gain (Loss) 188,523 135,724
Change in Unrealized Appreciation (Depreciation) 1,995,500 (3,659,743)
Net Increase (Decrease) in Net Assets Resulting from Operations 2,577,462 (3,274,521)
Distributions    
Total Distributions (313,855) (376,437)
Capital Share Transactions    
Issued 5,725,418 4,239,542
Issued in Connection with Acquisition of Vanguard Institutional Target Retirement 2060 Fund—Note G 7,948,750
Issued in Lieu of Cash Distributions 307,570 363,769
Redeemed (2,278,877) (1,879,595)
Net Increase (Decrease) from Capital Share Transactions 3,754,111 10,672,466
Total Increase (Decrease) 6,017,718 7,021,508
Net Assets    
Beginning of Period 13,679,556 6,658,048
End of Period 19,697,274 13,679,556
See accompanying Notes, which are an integral part of the Financial Statements.
48

 

Target Retirement 2060 Fund
Financial Highlights
For a Share Outstanding
Throughout Each Period
Year Ended September 30,
2023 2022 2021 2020 2019
Net Asset Value, Beginning of Period $36.30 $48.04 $38.95 $36.07 $36.16
Investment Operations          
Net Investment Income1 .936 .903 .773 .762 .822
Capital Gain Distributions Received1 .0002 .009 .029
Net Realized and Unrealized Gain (Loss) on Investments 5.697 (9.930) 9.085 2.922 (.192)
Total from Investment Operations 6.633 (9.018) 9.887 3.684 .630
Distributions          
Dividends from Net Investment Income (.813) (.936) (.684) (.804) (.717)
Distributions from Realized Capital Gains (1.786) (.113) (.003)
Total Distributions (.813) (2.722) (.797) (.804) (.720)
Net Asset Value, End of Period $42.12 $36.30 $48.04 $38.95 $36.07
Total Return3 18.49% -20.16% 25.60% 10.25% 2.07%
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $19,697 $13,680 $6,658 $6,027 $4,359
Ratio of Total Expenses to Average Net Assets
Acquired Fund Fees and Expenses 0.08% 0.09%4 0.15% 0.15% 0.15%
Ratio of Net Investment Income to Average Net Assets 2.26% 2.10% 1.69% 2.09% 2.37%
Portfolio Turnover Rate 1%5 3%5 8% 6% 2%
1 Calculated based on average shares outstanding.
2 Distribution was less than $.001 per share.
3 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.
4 The Acquired Fund Fees and Expenses (AFFE) of 0.09% reflects the blended amount of expenses for the year ended September 30, 2022. Before the acquisition of Vanguard Institutional Target Retirement 2060 Fund on February 11, 2022, the AFFE was 0.15% on an annualized basis. Following the acquisition, the AFFE was 0.08% on an annualized basis. See Note G.
5 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the fund’s capital shares.
See accompanying Notes, which are an integral part of the Financial Statements.
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Target Retirement 2060 Fund
Notes to Financial Statements
Vanguard Target Retirement 2060 Fund is registered under the Investment Company Act of 1940 as an open-end investment company, or mutual fund. The fund follows a balanced investment strategy by investing in selected Vanguard funds to achieve its targeted allocation of assets to U.S. and international stocks, and U.S. and international bonds. The fund invests a substantial amount of its assets in Vanguard Total Stock Market Index Fund. Financial statements and other information about each underlying fund are available at www.vanguard.com.
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: Investments are valued at the net asset value of each underlying Vanguard fund determined as of the close of the New York Stock Exchange (generally 4 p.m., Eastern time) on the valuation date.
2. Futures Contracts: The fund uses stock and bond futures contracts to a limited extent, with the objectives of maintaining full exposure to the market and maintaining its target asset allocation. The primary risks associated with the use of futures contracts are imperfect correlation between changes in market values of investments 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 September 30, 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.
3. 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.
4. 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.
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Target Retirement 2060 Fund
5. 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 borne by the funds in which the fund invests (see Note B). 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 September 30, 2023, the fund did not utilize the credit facilities or the Interfund Lending Program.
6. Other: Income and capital gain distributions received are recorded on the ex-dividend 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.
B.  In accordance with the terms of a Funds’ Service Agreement (the “FSA”) between Vanguard and the fund, Vanguard furnishes to the fund investment advisory, corporate management, administrative, marketing, and distribution 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. The FSA provides that expenses otherwise allocable to Vanguard funds-of-funds may be reduced or eliminated to the extent of savings realized by the underlying Vanguard funds by virtue of being part of a fund-of-funds. Accordingly, all expenses for services provided by Vanguard to the fund and all other expenses incurred by the fund during the year ended September 30, 2023, were borne by the underlying Vanguard funds in which the fund invests. The fund's trustees and officers are also trustees and officers, respectively, of the underlying Vanguard funds, as well as directors and employees, respectively, of Vanguard.
C.  The fund’s SEC registrant (the Vanguard Chester Funds (the “Trust”)), certain officers and trustees of the Trust, and The Vanguard Group Inc. (collectively, the “Defendants”) were named in putative class action lawsuits filed in 2022 by certain investors (the “Plaintiffs”) in the U.S. District Court for the Eastern District of Pennsylvania; these class action lawsuits were later consolidated into one action. The Plaintiffs assert claims related to their allegations that the Defendants
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Target Retirement 2060 Fund
improperly decided to lower minimum investment limits in 2020 for the Trust’s Institutional Target Retirement funds for certain smaller retirement plan participants, which purportedly harmed certain investors in taxable accounts. The Plaintiffs seek damages and various other forms of relief. The Defendants do not agree with these allegations and claims and intend to vigorously defend against them.
D.  Various inputs may be used to determine the value of the fund’s investments and derivatives. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.
Level 1—Quoted prices in active markets for identical securities.
Level 2—Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
Level 3—Significant unobservable inputs (including the fund’s own assumptions used to determine the fair value of investments). Any investments and derivatives valued with significant unobservable inputs are noted on the Schedule of Investments.
At September 30, 2023, 100% of the market value of the fund's investments and derivatives was determined based on Level 1 inputs.
E.  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 in-kind redemptions were reclassified between the following accounts:
  Amount
($000)
Paid-in Capital 205,555
Total Distributable Earnings (Loss) (205,555)
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 capital loss carryforwards; the deferral of losses from wash sales; and the recognition of unrealized gains or losses from certain derivative contracts. As of
52

 

Target Retirement 2060 Fund
period end, the tax-basis components of total distributable earnings (loss) are detailed in the table as follows:
  Amount
($000)
Undistributed Ordinary Income 275,329
Undistributed Long-Term Gains
Net Unrealized Gains (Losses) 1,712,480
Capital Loss Carryforwards (19,796)
Qualified Late-Year Losses
Other Temporary Differences
Total 1,968,013
The tax character of distributions paid was as follows:
  Year Ended September 30,
  2023
Amount
($000)
2022
Amount
($000)
Ordinary Income* 313,855 175,370
Long-Term Capital Gains 201,067
Total 313,855 376,437
* Includes short-term capital gains, if any.
As of September 30, 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 17,985,958
Gross Unrealized Appreciation 2,424,254
Gross Unrealized Depreciation (711,774)
Net Unrealized Appreciation (Depreciation) 1,712,480
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Target Retirement 2060 Fund
F.  Capital shares issued and redeemed were:
  Year Ended September 30,
  2023
Shares
(000)
2022
Shares
(000)
Issued 138,419 98,649
Issued in Connection with Acquisition of Vanguard Institutional Target Retirement 2060 Fund—Note G 175,083
Issued in Lieu of Cash Distributions 8,008 7,561
Redeemed (55,574) (43,088)
Net Increase (Decrease) in Shares Outstanding 90,853 238,205
G.  On February 11, 2022, the Vanguard Target Retirement 2060 Fund acquired all the net assets of Vanguard Institutional Target Retirement 2060 Fund (the “Acquired Fund”) pursuant to a plan of reorganization approved by the funds' board of trustees in September 2021. The acquisition was accomplished by a tax-free exchange of 175,083,000 shares of Vanguard Target Retirement 2060 Fund for the 246,473,000 shares of the Acquired Fund outstanding on February 11, 2022. The Acquired Fund's net assets of $7,948,750,000, including $1,257,329,000 of unrealized appreciation, were combined with Vanguard Target Retirement 2060 Fund's net assets of $6,986,111,000, resulting in combined net assets of $14,934,861,000 on February 11, 2022.
H.  Transactions during the period in affiliated underlying Vanguard funds were as follows:
    Current Period Transactions  
  Sep. 30, 2022
Market Value
($000)
Purchases
at Cost
($000)
Proceeds
from
Securities
Sold1
($000)
Realized
Net Gain
(Loss)
($000)
Change in
Unrealized
App. (Dep.)
($000)
Income
($000)
Capital Gain
Distributions
Received
($000)
Sep. 30, 2023
Market Value
($000)
Vanguard Market Liquidity Fund 180,773 NA2 NA2 4 38 9,825 1 201,765
Vanguard Total Bond Market II Index Fund 951,772 565,241 104,561 (5,042) (35,876) 34,955 1,371,534
Vanguard Total International Bond II Index Fund 434,124 124,936 25,293 (1,220) 1,798 7,736 534,345
Vanguard Total International Stock Index Fund 4,891,871 1,677,729 272,518 22,409 772,628 188,690 7,092,119
Vanguard Total Stock Market Index Fund 7,207,187 2,185,289 311,278 171,638 1,245,839 152,233 10,498,675
Total 13,665,727 4,553,195 713,650 187,789 1,984,427 393,439 1 19,698,438
1 Includes $576,440,000 of portfolio securities delivered as a result of in-kind redemptions of the fund’s capital shares.
2 Not applicable—purchases and sales are for temporary cash investment purposes.
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Target Retirement 2060 Fund
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.
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 September 30, 2023, that would require recognition or disclosure in these financial statements.
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Target Retirement 2065 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: July 12, 2017, Through September 30, 2023
Initial Investment of $10,000
    Average Annual Total Returns
Periods Ended September 30, 2023
 
    One
Year
Five
Years
Since
Inception
(7/12/2017)
Final Value
of a $10,000
Investment
 Target Retirement 2065 Fund 18.47% 5.97% 7.02% $15,246
 Target 2065 Composite Index 18.74 6.43 7.43 15,618
 MSCI US Broad Market Index 20.67 9.26 10.86 18,986
Target 2065 Composite Index: Derived by applying the fund’s target asset allocation to the results of the following benchmarks: the FTSE Global All Cap ex US Index for international stocks, the Bloomberg U.S. Aggregate Float Adjusted Index for U.S. bonds, the Bloomberg Global Aggregate ex-USD Float Adjusted RIC Capped Index Hedged for international bonds, and the CRSP US Total Market Index for U.S. stocks. International stock benchmark returns are adjusted for withholding taxes.
"Since Inception" performance is calculated from the fund's inception date for both the fund and its comparative standard(s).
See Financial Highlights for dividend and capital gains information.
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Target Retirement 2065 Fund
Underlying Vanguard Funds
As of September 30, 2023
Vanguard Total Stock Market Index Fund Institutional Plus Shares 53.9%
Vanguard Total International Stock Index Fund Investor Shares 36.4
Vanguard Total Bond Market II Index Fund Investor Shares 6.9
Vanguard Total International Bond II Index Fund Institutional Shares 2.8
The table reflects the fund’s investments, except for short-term investments and derivatives.
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Target Retirement 2065 Fund
Financial Statements
Schedule of Investments
As of September 30, 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)
Investment Companies (98.7%)
U.S. Stock Fund (53.2%)
  Vanguard Total Stock Market Index Fund Institutional Plus Shares  14,247,405 2,763,712
International Stock Fund (35.9%)
  Vanguard Total International Stock Index Fund Investor Shares 108,536,492 1,864,657
U.S. Bond Fund (6.9%)
1 Vanguard Total Bond Market II Index Fund Investor Shares  39,292,618   356,384
International Bond Fund (2.7%)
1 Vanguard Total International Bond II Index Fund Institutional Shares   5,501,746   141,395
Total Investment Companies (Cost $5,000,988) 5,126,148
Temporary Cash Investments (1.2%)
Money Market Fund (1.2%)
1 Vanguard Market Liquidity Fund, 5.391% (Cost $61,333)     613,505          61,345
Total Investments (99.9%) (Cost $5,062,321)   5,187,493
Other Assets and Liabilities—Net (0.1%)   3,026
Net Assets (100%)   5,190,519
Cost is in $000.
See Note A in Notes to Financial Statements.
1 Affiliated fund available only to Vanguard funds and certain trusts and accounts managed by Vanguard. Rate shown for Vanguard Market Liquidity Fund is the 7-day yield.

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
10-Year U.S. Treasury Note December 2023 256 27,664 (551)
E-mini S&P 500 Index December 2023 153 33,090 (1,420)
        (1,971)
  
See accompanying Notes, which are an integral part of the Financial Statements.
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Target Retirement 2065 Fund
Statement of Assets and Liabilities
As of September 30, 2023
($000s, except shares, footnotes, and per-share amounts) Amount
Assets  
Investments in Securities, at Value—Affiliated Funds (Cost $5,062,321) 5,187,493
Cash Collateral Pledged—Futures Contracts 2,230
Receivables for Accrued Income 1,469
Receivables for Capital Shares Issued 18,656
Variation Margin Receivable—Futures Contracts 211
Total Assets 5,210,059
Liabilities  
Payables for Investment Securities Purchased 8,640
Payables for Capital Shares Redeemed 10,900
Total Liabilities 19,540
Net Assets 5,190,519

At September 30, 2023, net assets consisted of:

   
Paid-in Capital 5,012,426
Total Distributable Earnings (Loss) 178,093
Net Assets 5,190,519
   
Net Assets  
Applicable to 188,121,674 outstanding $.001 par value shares of
beneficial interest (unlimited authorization)
5,190,519
Net Asset Value Per Share $27.59
See accompanying Notes, which are an integral part of the Financial Statements.
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Target Retirement 2065 Fund
Statement of Operations
  Year Ended
September 30, 2023
  ($000)
Investment Income  
Income  
Income Distributions Received from Affiliated Funds 97,583
Net Investment Income—Note B 97,583
Realized Net Gain (Loss)  
Capital Gain Distributions Received from Affiliated Funds
Affiliated Funds Sold1 22,123
Futures Contracts (731)
Realized Net Gain (Loss) 21,392
Change in Unrealized Appreciation (Depreciation)  
Affiliated Funds 481,759
Futures Contracts 2,110
Change in Unrealized Appreciation (Depreciation) 483,869
Net Increase (Decrease) in Net Assets Resulting from Operations 602,844
1 Includes $28,256,000 of net gain (loss) resulting from in-kind redemptions.
See accompanying Notes, which are an integral part of the Financial Statements.
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Target Retirement 2065 Fund
Statement of Changes in Net Assets
  Year Ended September 30,
  2023
($000)
2022
($000)
Increase (Decrease) in Net Assets    
Operations    
Net Investment Income 97,583 55,399
Realized Net Gain (Loss) 21,392 17,341
Change in Unrealized Appreciation (Depreciation) 483,869 (799,170)
Net Increase (Decrease) in Net Assets Resulting from Operations 602,844 (726,430)
Distributions    
Total Distributions (70,815) (30,464)
Capital Share Transactions    
Issued 2,130,702 1,578,131
Issued in Connection with Acquisition of Vanguard Institutional Target Retirement 2065 Fund—Note G 1,399,373
Issued in Lieu of Cash Distributions 68,514 28,723
Redeemed (673,806) (546,565)
Net Increase (Decrease) from Capital Share Transactions 1,525,410 2,459,662
Total Increase (Decrease) 2,057,439 1,702,768
Net Assets    
Beginning of Period 3,133,080 1,430,312
End of Period 5,190,519 3,133,080
See accompanying Notes, which are an integral part of the Financial Statements.
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Financial Highlights
For a Share Outstanding
Throughout Each Period
Year Ended September 30,
2023 2022 2021 2020 2019
Net Asset Value, Beginning of Period $23.76 $30.31 $24.52 $22.69 $22.64
Investment Operations          
Net Investment Income1 .617 .594 .500 .485 .529
Capital Gain Distributions Received1 .0002 .005 .017
Net Realized and Unrealized Gain (Loss) on Investments 3.723 (6.543) 5.712 1.802 (.116)
Total from Investment Operations 4.340 (5.944) 6.229 2.287 .413
Distributions          
Dividends from Net Investment Income (.510) (.535) (.400) (.457) (.363)
Distributions from Realized Capital Gains (.071) (.039) .0002
Total Distributions (.510) (.606) (.439) (.457) (.363)
Net Asset Value, End of Period $27.59 $23.76 $30.31 $24.52 $22.69
Total Return3 18.47% -20.10% 25.59% 10.11% 2.09%
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $5,191 $3,133 $1,430 $864 $420
Ratio of Total Expenses to Average Net Assets
Acquired Fund Fees and Expenses 0.08% 0.09%4 0.15% 0.15% 0.15%
Ratio of Net Investment Income to Average Net Assets 2.27% 2.13% 1.72% 2.11% 2.42%
Portfolio Turnover Rate 1%5 2%5 5% 6% 2%
1 Calculated based on average shares outstanding.
2 Distribution was less than $.001 per share.
3 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.
4 The Acquired Fund Fees and Expenses (AFFE) of 0.09% reflects the blended amount of expenses for the year ended September 30, 2022. Before the acquisition of Vanguard Institutional Target Retirement 2065 Fund on February 11, 2022, the AFFE was 0.15% on an annualized basis. Following the acquisition, the AFFE was 0.08% on an annualized basis. See Note G.
5 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the fund’s capital shares.
See accompanying Notes, which are an integral part of the Financial Statements.
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Notes to Financial Statements
Vanguard Target Retirement 2065 Fund is registered under the Investment Company Act of 1940 as an open-end investment company, or mutual fund. The fund follows a balanced investment strategy by investing in selected Vanguard funds to achieve its targeted allocation of assets to U.S. and international stocks, and U.S. and international bonds. The fund invests a substantial amount of its assets in Vanguard Total Stock Market Index Fund. Financial statements and other information about each underlying fund are available at www.vanguard.com.
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: Investments are valued at the net asset value of each underlying Vanguard fund determined as of the close of the New York Stock Exchange (generally 4 p.m., Eastern time) on the valuation date.
2. Futures Contracts: The fund uses stock and bond futures contracts to a limited extent, with the objectives of maintaining full exposure to the market and maintaining its target asset allocation. The primary risks associated with the use of futures contracts are imperfect correlation between changes in market values of investments 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 September 30, 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.
3. 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.
4. 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.
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5. 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 borne by the funds in which the fund invests (see Note B). 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 September 30, 2023, the fund did not utilize the credit facilities or the Interfund Lending Program.
6. Other: Income and capital gain distributions received are recorded on the ex-dividend 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.
B.  In accordance with the terms of a Funds’ Service Agreement (the “FSA”) between Vanguard and the fund, Vanguard furnishes to the fund investment advisory, corporate management, administrative, marketing, and distribution 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. The FSA provides that expenses otherwise allocable to Vanguard funds-of-funds may be reduced or eliminated to the extent of savings realized by the underlying Vanguard funds by virtue of being part of a fund-of-funds. Accordingly, all expenses for services provided by Vanguard to the fund and all other expenses incurred by the fund during the year ended September 30, 2023, were borne by the underlying Vanguard funds in which the fund invests. The fund's trustees and officers are also trustees and officers, respectively, of the underlying Vanguard funds, as well as directors and employees, respectively, of Vanguard.
C.  The fund’s SEC registrant (the Vanguard Chester Funds (the “Trust”)), certain officers and trustees of the Trust, and The Vanguard Group Inc. (collectively, the “Defendants”) were named in putative class action lawsuits filed in 2022 by certain investors (the “Plaintiffs”) in the U.S. District Court for the Eastern District of Pennsylvania; these class action lawsuits were later consolidated into one action. The Plaintiffs assert claims related to their allegations that the Defendants
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Target Retirement 2065 Fund
improperly decided to lower minimum investment limits in 2020 for the Trust’s Institutional Target Retirement funds for certain smaller retirement plan participants, which purportedly harmed certain investors in taxable accounts. The Plaintiffs seek damages and various other forms of relief. The Defendants do not agree with these allegations and claims and intend to vigorously defend against them.
D.  Various inputs may be used to determine the value of the fund’s investments and derivatives. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.
Level 1—Quoted prices in active markets for identical securities.
Level 2—Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
Level 3—Significant unobservable inputs (including the fund’s own assumptions used to determine the fair value of investments). Any investments and derivatives valued with significant unobservable inputs are noted on the Schedule of Investments.
At September 30, 2023, 100% of the market value of the fund's investments and derivatives was determined based on Level 1 inputs.
E.  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 in-kind redemptions were reclassified between the following accounts:
  Amount
($000)
Paid-in Capital 28,256
Total Distributable Earnings (Loss) (28,256)
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 capital loss carryforwards; the deferral of losses from wash sales; and the recognition of unrealized gains or losses from certain derivative contracts. As of
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Target Retirement 2065 Fund
period end, the tax-basis components of total distributable earnings (loss) are detailed in the table as follows:
  Amount
($000)
Undistributed Ordinary Income 69,979
Undistributed Long-Term Gains
Net Unrealized Gains (Losses) 115,318
Capital Loss Carryforwards (7,204)
Qualified Late-Year Losses
Other Temporary Differences
Total 178,093
The tax character of distributions paid was as follows:
  Year Ended September 30,
  2023
Amount
($000)
2022
Amount
($000)
Ordinary Income* 70,815 28,297
Long-Term Capital Gains 2,167
Total 70,815 30,464
* Includes short-term capital gains, if any.
As of September 30, 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 5,072,175
Gross Unrealized Appreciation 348,072
Gross Unrealized Depreciation (232,754)
Net Unrealized Appreciation (Depreciation) 115,318
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F.  Capital shares issued and redeemed were:
  Year Ended September 30,
  2023
Shares
(000)
2022
Shares
(000)
Issued 78,495 56,194
Issued in Connection with Acquisition of Vanguard Institutional Target Retirement 2065 Fund—Note G 47,117
Issued in Lieu of Cash Distributions 2,723 913
Redeemed (24,968) (19,535)
Net Increase (Decrease) in Shares Outstanding 56,250 84,689
G.  On February 11, 2022, the Vanguard Target Retirement 2065 Fund acquired all the net assets of Vanguard Institutional Target Retirement 2065 Fund (the “Acquired Fund”) pursuant to a plan of reorganization approved by the funds' board of trustees in September 2021. The acquisition was accomplished by a tax-free exchange of 47,117,000 shares of Vanguard Target Retirement 2065 Fund for the 47,101,000 shares of the Acquired Fund outstanding on February 11, 2022. The Acquired Fund's net assets of $1,399,373,000, including $146,955,000 of unrealized appreciation, were combined with Vanguard Target Retirement 2065 Fund's net assets of $1,667,328,000, resulting in combined net assets of $3,066,701,000 on February 11, 2022.
H.  Transactions during the period in affiliated underlying Vanguard funds were as follows:
    Current Period Transactions  
  Sep. 30, 2022
Market Value
($000)
Purchases
at Cost
($000)
Proceeds
from
Securities
Sold1
($000)
Realized
Net Gain
(Loss)
($000)
Change in
Unrealized
App. (Dep.)
($000)
Income
($000)
Capital Gain
Distributions
Received
($000)
Sep. 30, 2023
Market Value
($000)
Vanguard Market Liquidity Fund 40,909 NA2 NA2 2 8 2,536 61,345
Vanguard Total Bond Market II Index Fund 216,733 165,810 15,292 (315) (10,552) 8,430 356,384
Vanguard Total International Bond II Index Fund 99,330 47,804 5,687 (252) 200 1,980 141,395
Vanguard Total International Stock Index Fund 1,120,260 616,326 50,249 4,090 174,230 46,688 1,864,657
Vanguard Total Stock Market Index Fund 1,652,773 854,417 79,949 18,598 317,873 37,949 2,763,712
Total 3,130,005 1,684,357 151,177 22,123 481,759 97,583 5,187,493
1 Includes $111,680,000 of portfolio securities delivered as a result of in-kind redemptions of the fund’s capital shares.
2 Not applicable—purchases and sales are for temporary cash investment purposes.
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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.
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 September 30, 2023, that would require recognition or disclosure in these financial statements.
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Target Retirement 2070 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: June 28, 2022, Through September 30, 2023
Initial Investment of $10,000
    Average Annual Total Returns
Periods Ended September 30, 2023
 
    One
Year
Since
Inception
(6/28/2022)
Final Value
of a $10,000
Investment
 Target Retirement 2070 Fund 18.49% 7.56% $10,960
 Target 2070 Composite Index 18.74 7.73 10,982
 MSCI US Broad Market Index 20.67 10.98 11,399
Target 2070 Composite Index: Derived by applying the fund’s target asset allocation to the results of the following benchmarks: the FTSE Global All Cap ex US Index for international stocks, the Bloomberg U.S. Aggregate Float Adjusted Index for U.S. bonds, the Bloomberg Global Aggregate ex-USD Float Adjusted RIC Capped Index Hedged for international bonds, and the CRSP US Total Market Index for U.S. stocks. International stock benchmark returns are adjusted for withholding taxes.
"Since Inception" performance is calculated from the fund's inception date for both the fund and its comparative standard(s).
See Financial Highlights for dividend and capital gains information.
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Underlying Vanguard Funds
As of September 30, 2023
Vanguard Total Stock Market Index Fund Institutional Plus Shares 54.0%
Vanguard Total International Stock Index Fund Investor Shares 36.0
Vanguard Total Bond Market II Index Fund Investor Shares 7.0
Vanguard Total International Bond II Index Fund Institutional Shares 3.0
The table reflects the fund’s investments, except for short-term investments.
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Financial Statements
Schedule of Investments
As of September 30, 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)
Investment Companies (99.8%)
U.S. Stock Fund (53.9%)
  Vanguard Total Stock Market Index Fund Institutional Plus Shares   874,196 169,577
International Stock Fund (35.9%)
  Vanguard Total International Stock Index Fund Investor Shares 6,583,731 113,108
U.S. Bond Fund (7.0%)
1 Vanguard Total Bond Market II Index Fund Investor Shares 2,434,510  22,081
International Bond Fund (3.0%)
1 Vanguard Total International Bond II Index Fund Institutional Shares   367,099   9,434
Total Investment Companies (Cost $312,458) 314,200
Temporary Cash Investments (0.4%)
Money Market Fund (0.4%)
1 Vanguard Market Liquidity Fund, 5.391% (Cost $1,253)    12,533        1,253
Total Investments (100.2%) (Cost $313,711)   315,453
Other Assets and Liabilities—Net (-0.2%)   (774)
Net Assets (100%)   314,679
Cost is in $000.
See Note A in Notes to Financial Statements.
1 Affiliated fund available only to Vanguard funds and certain trusts and accounts managed by Vanguard. Rate shown for Vanguard Market Liquidity Fund is the 7-day yield.
  
See accompanying Notes, which are an integral part of the Financial Statements.
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Statement of Assets and Liabilities
As of September 30, 2023
($000s, except shares, footnotes, and per-share amounts) Amount
Assets  
Investments in Securities, at Value—Affiliated Funds (Cost $313,711) 315,453
Receivables for Accrued Income 76
Receivables for Capital Shares Issued 2,333
Total Assets 317,862
Liabilities  
Due to Custodian 12
Payables for Investment Securities Purchased 2,909
Payables for Capital Shares Redeemed 262
Total Liabilities 3,183
Net Assets 314,679

At September 30, 2023, net assets consisted of:

   
Paid-in Capital 310,553
Total Distributable Earnings (Loss) 4,126
Net Assets 314,679
   
Net Assets  
Applicable to 14,486,034 outstanding $.001 par value shares of
beneficial interest (unlimited authorization)
314,679
Net Asset Value Per Share $21.72
See accompanying Notes, which are an integral part of the Financial Statements.
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Target Retirement 2070 Fund
Statement of Operations
  Year Ended
September 30, 2023
  ($000)
Investment Income  
Income  
Income Distributions Received from Affiliated Funds 3,677
Net Investment Income—Note B 3,677
Realized Net Gain (Loss)  
Affiliated Funds Sold (16)
Futures Contracts (14)
Realized Net Gain (Loss) (30)
Change in Unrealized Appreciation (Depreciation) from Affiliated Funds 4,653
Net Increase (Decrease) in Net Assets Resulting from Operations 8,300
See accompanying Notes, which are an integral part of the Financial Statements.
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Target Retirement 2070 Fund
Statement of Changes in Net Assets
  Year Ended September 30, 2023   June 28,
20221 to September 30, 2022
  ($000)   ($000)
Increase (Decrease) in Net Assets      
Operations      
Net Investment Income 3,677   134
Realized Net Gain (Loss) (30)   (771)
Change in Unrealized Appreciation (Depreciation) 4,653   (2,911)
Net Increase (Decrease) in Net Assets Resulting from Operations 8,300   (3,548)
Distributions      
Total Distributions (626)  
Capital Share Transactions      
Issued 317,437   50,855
Issued in Lieu of Cash Distributions 608  
Redeemed (42,943)   (15,404)
Net Increase (Decrease) from Capital Share Transactions 275,102   35,451
Total Increase (Decrease) 282,776   31,903
Net Assets      
Beginning of Period 31,903  
End of Period 314,679   31,903
1 Inception.
See accompanying Notes, which are an integral part of the Financial Statements.
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Target Retirement 2070 Fund
Financial Highlights
For a Share Outstanding
Throughout Each Period
Year Ended
September 30,
2023
June 28,
20221 to
September 30,
2022
Net Asset Value, Beginning of Period $18.50 $20.00
Investment Operations    
Net Investment Income2 .523 .113
Capital Gain Distributions Received2
Net Realized and Unrealized Gain (Loss) on Investments 2.879 (1.613)
Total from Investment Operations 3.402 (1.500)
Distributions    
Dividends from Net Investment Income (.182)
Distributions from Realized Capital Gains
Total Distributions (.182)
Net Asset Value, End of Period $21.72 $18.50
Total Return3 18.49% -7.50%
Ratios/Supplemental Data    
Net Assets, End of Period (Millions) $315 $32
Ratio of Total Expenses to Average Net Assets
Acquired Fund Fees and Expenses 0.08% 0.08%4
Ratio of Net Investment Income to Average Net Assets 2.40% 2.15%4
Portfolio Turnover Rate 2% 44%
1 Inception.
2 Calculated based on average shares outstanding.
3 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.
4 Annualized.
See accompanying Notes, which are an integral part of the Financial Statements.
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Notes to Financial Statements
Vanguard Target Retirement 2070 Fund is registered under the Investment Company Act of 1940 as an open-end investment company, or mutual fund. The fund follows a balanced investment strategy by investing in selected Vanguard funds to achieve its targeted allocation of assets to U.S. and international stocks, and U.S. and international bonds. The fund invests a substantial amount of its assets in Vanguard Total Stock Market Index Fund. Financial statements and other information about each underlying fund are available at www.vanguard.com.
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: Investments are valued at the net asset value of each underlying Vanguard fund determined as of the close of the New York Stock Exchange (generally 4 p.m., Eastern time) on the valuation date.
2. Futures Contracts: The fund uses stock and bond futures contracts to a limited extent, with the objectives of maintaining full exposure to the market and maintaining its target asset allocation. The primary risks associated with the use of futures contracts are imperfect correlation between changes in market values of investments 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 September 30, 2023, the fund’s average investments in long and short futures contracts represented less than 1% of net assets, based on the average of the notional amounts at each quarter-end during the period. The fund had no open futures contracts at September 30, 2023.
3. 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.
4. 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.
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5. 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 borne by the funds in which the fund invests (see Note B). 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 September 30, 2023, the fund did not utilize the credit facilities or the Interfund Lending Program.
6. Other: Income and capital gain distributions received are recorded on the ex-dividend 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.
B.  In accordance with the terms of a Funds’ Service Agreement (the “FSA”) between Vanguard and the fund, Vanguard furnishes to the fund investment advisory, corporate management, administrative, marketing, and distribution 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. The FSA provides that expenses otherwise allocable to Vanguard funds-of-funds may be reduced or eliminated to the extent of savings realized by the underlying Vanguard funds by virtue of being part of a fund-of-funds. Accordingly, all expenses for services provided by Vanguard to the fund and all other expenses incurred by the fund during the year ended September 30, 2023, were borne by the underlying Vanguard funds in which the fund invests. The fund's trustees and officers are also trustees and officers, respectively, of the underlying Vanguard funds, as well as directors and employees, respectively, of Vanguard.
C.  Various inputs may be used to determine the value of the fund’s investments. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.
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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 valued with significant unobservable inputs are noted on the Schedule of Investments.
At September 30, 2023, 100% of the market value of the fund's investments was determined based on Level 1 inputs.
D.  Permanent differences between book-basis and tax-basis components of net assets, if any, 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.
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 capital loss carryforwards; and the deferral of losses from wash sales. 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 3,186
Undistributed Long-Term Gains
Net Unrealized Gains (Losses) 955
Capital Loss Carryforwards (15)
Qualified Late-Year Losses
Other Temporary Differences
Total 4,126
The tax character of distributions paid was as follows:
  Year Ended
September 30, 2023
  Period Ended
September 30, 2022
  Amount
($000)
  Amount
($000)
Ordinary Income* 626  
Long-Term Capital Gains  
Total 626  
* Includes short-term capital gains, if any.
78

 

Target Retirement 2070 Fund
As of September 30, 2023, gross unrealized appreciation and depreciation for investments based on cost for U.S. federal income tax purposes were as follows:
  Amount
($000)
Tax Cost 314,498
Gross Unrealized Appreciation 8,315
Gross Unrealized Depreciation (7,360)
Net Unrealized Appreciation (Depreciation) 955
E.  Capital shares issued and redeemed were:
  Year Ended
September 30,
2023
  June 28, 20221 to
September 30,
2022
  Shares
(000)
  Shares
(000)
Issued 14,713   2,487
Issued in Lieu of Cash Distributions 31  
Redeemed (1,983)   (762)
Net Increase (Decrease) in Shares Outstanding 12,761   1,725
1 Inception.
F.  Transactions during the period in affiliated underlying Vanguard funds were as follows:
    Current Period Transactions  
  Sep. 30, 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)
Sep. 30, 2023
Market Value
($000)
Vanguard Market Liquidity Fund NA1 NA1 15 1,253
Vanguard Total Bond Market II Index Fund 2,243 20,905 236 (11) (820) 327 22,081
Vanguard Total International Bond II Index Fund 960 8,659 67 (2) (116) 84 9,434
Vanguard Total International Stock Index Fund 11,507 103,150 1,000 (10) (539) 1,754 113,108
Vanguard Total Stock Market Index Fund 17,193 147,367 1,118 7 6,128 1,497 169,577
Total 31,903 280,081 2,421 (16) 4,653 3,677 315,453
1 Not applicable—purchases and sales are for temporary cash investment purposes.
79

 

Target Retirement 2070 Fund
G.  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.
H.  Management has determined that no events or transactions occurred subsequent to September 30, 2023, that would require recognition or disclosure in these financial statements.
80

 

Report of Independent Registered
Public Accounting Firm
To the Board of Trustees of Vanguard Chester Funds and Shareholders of Vanguard Target Retirement 2045 Fund, Vanguard Target Retirement 2050 Fund, Vanguard Target Retirement 2055 Fund, Vanguard Target Retirement 2060 Fund, Vanguard Target Retirement 2065 Fund and Vanguard Target Retirement 2070 Fund
Opinions on the Financial Statements
We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of each of the funds indicated in the table below (six of the funds constituting Vanguard Chester Funds, hereafter collectively referred to as the "Funds") as of September 30, 2023, the related statements of operations and of changes in net assets for each of the periods indicated in the table below, including the related notes, and the financial highlights for each of the periods indicated in the table below (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as of September 30, 2023, the results of each of their operations, the changes in each of their net assets, and each of the financial highlights for each of the periods indicated in the table below, in conformity with accounting principles generally accepted in the United States of America.
Vanguard Target Retirement 2045 Fund (1)
Vanguard Target Retirement 2050 Fund (1)
Vanguard Target Retirement 2055 Fund (1)
Vanguard Target Retirement 2060 Fund (1)
Vanguard Target Retirement 2065 Fund (1)
Vanguard Target Retirement 2070 Fund (2)
(1) The related statement of operations for the year ended September 30, 2023, the statement of changes in net assets for each of the two years in the period ended September 30, 2023 and the financial highlights for each of the five years in the period ended September 30, 2023.
(2) The related statement of operations for the year ended September 30, 2023, the statement of changes in net assets and the financial highlights for the year ended September 30, 2023 and for the period June 28, 2022 (inception) through September 30, 2022.
Basis for Opinions
These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ 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 Funds 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
81

 

presentation of the financial statements. Our procedures included confirmation of securities owned as of September 30, 2023 by correspondence with the 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 opinions.
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
November 16, 2023
We have served as the auditor of one or more investment companies in The Vanguard Group of Funds since 1975.
82

 


Tax information (unaudited)
The following percentages, or if subsequently determined to be different, the maximum percentages allowable by law, of ordinary income (dividend income plus short-term gains, if any) for the fiscal year qualified for the dividends-received deduction for corporate shareholders.
Fund Percentage
Target Retirement 2045 Fund 32.3%
Target Retirement 2050 Fund 33.9
Target Retirement 2055 Fund 33.8
Target Retirement 2060 Fund 33.8
Target Retirement 2065 Fund 34.0
Target Retirement 2070 Fund 35.5
The following amounts, or if subsequently determined to be different, the maximum amounts allowable by law, are hereby designated as qualified dividend income for individual shareholders for the fiscal year.
Fund ($000)
Target Retirement 2045 Fund 905,663
Target Retirement 2050 Fund 752,940
Target Retirement 2055 Fund 462,699
Target Retirement 2060 Fund 233,355
Target Retirement 2065 Fund 52,655
Target Retirement 2070 Fund 466
The following amounts, or if subsequently determined to be different, the maximum amounts allowable by law, are hereby designated as interest earned from obligations of the U.S. government which is generally exempt from state income tax.
Fund ($000)
Target Retirement 2045 Fund 75,905
Target Retirement 2050 Fund 46,186
Target Retirement 2055 Fund 29,299
Target Retirement 2060 Fund 15,223
Target Retirement 2065 Fund 3,725
Target Retirement 2070 Fund 120
83

 

The following amounts were distributed as capital gain dividends (20% rate gain distributions) to shareholders during the fiscal year.
Fund ($000)
Target Retirement 2045 Fund 367,839
Target Retirement 2050 Fund 121,329
Target Retirement 2055 Fund 26,484
Target Retirement 2060 Fund
Target Retirement 2065 Fund
Target Retirement 2070 Fund
The following percentages, or if subsequently determined to be different, the maximum percentages allowable by law, are hereby designated as ordinary income dividends eligible to be treated as interest income for purposes of section 163(j) and the regulations thereunder for the fiscal period.
Fund Percentage
Target Retirement 2045 Fund 19.6%
Target Retirement 2050 Fund 14.5
Target Retirement 2055 Fund 14.9
Target Retirement 2060 Fund 15.4
Target Retirement 2065 Fund 16.7
Target Retirement 2070 Fund 52.3
The following amounts, or if subsequently determined to be different, the maximum amounts allowable by law, are hereby designated to shareholders as foreign source income and foreign taxes paid. Form 1099-DIV reports calendar-year amounts that can be included on the income tax return of shareholders.
Fund Foreign Source Income
($000)
Foreign Taxes Paid
($000)
Target Retirement 2045 Fund 759,799 57,150
Target Retirement 2050 Fund 640,716 48,881
Target Retirement 2055 Fund 407,782 31,118
Target Retirement 2060 Fund 211,806 16,166
Target Retirement 2065 Fund 52,454 4,001
Target Retirement 2070 Fund 1,974 151
84

 

"Bloomberg®," Bloomberg U.S. Aggregate Bond Index, Bloomberg U.S. Aggregate Float Adjusted Index, and Bloomberg Global Aggregate ex-USD Float Adjusted RIC Capped Index (USD Hedged) (the Indices) are service marks of Bloomberg Finance L.P. and its affiliates, including Bloomberg Index Services Limited (BISL), the administrator of the Indices (collectively, Bloomberg), and have been licensed for use for certain purposes by The Vanguard Group, Inc. (Vanguard).
The Target Retirement Funds are not sponsored, endorsed, sold or promoted by Bloomberg. Bloomberg does not make any representation or warranty, express or implied, to the owners of or counterparties to the Target Retirement Funds or any member of the public regarding the advisability of investing in securities generally or in the Target Retirement Funds particularly. The only relationship of Bloomberg to Vanguard is the licensing of certain trademarks, trade names and service marks and of the Indices, which are determined, composed and calculated by BISL without regard to Vanguard or the Target Retirement Funds. Bloomberg has no obligation to take the needs of Vanguard or the owners of the Target Retirement Funds into consideration in determining, composing or calculating the Indices. Bloomberg is not responsible for and has not participated in the determination of the timing of, prices at, or quantities of the Target Retirement Funds to be issued. Bloomberg shall not have any obligation or liability, including, without limitation, to the Target Retirement Funds’ customers, in connection with the administration, marketing or trading of the Target Retirement Funds.
BLOOMBERG DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE INDICES OR ANY DATA RELATED THERETO AND SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS THEREIN. BLOOMBERG DOES NOT MAKE ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY VANGUARD, OWNERS OF THE TARGET RETIREMENT FUNDS OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDICES OR ANY DATA RELATED THERETO. BLOOMBERG DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE INDICES OR ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, TO THE MAXIMUM EXTENT ALLOWED BY LAW, BLOOMBERG, ITS LICENSORS, AND ITS AND THEIR RESPECTIVE EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS, AND VENDORS SHALL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR ANY INJURY OR DAMAGES—WHETHER DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR OTHERWISE—ARISING IN CONNECTION WITH THE TARGET RETIREMENT FUNDS OR THE INDICES OR ANY DATA OR VALUES RELATING THERETO—WHETHER ARISING FROM THEIR NEGLIGENCE OR OTHERWISE, EVEN IF NOTIFIED OF THE POSSIBILITY THEREOF.
© 2023 Bloomberg.
Used with Permission. Source: Bloomberg Index Services Limited. Copyright 2023, Bloomberg. All rights reserved.
85

 

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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.
 
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.

 

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 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. McIsaac Lauren Valente

 

Connect with Vanguard®>vanguard.com
Fund Information > 800-662-7447
Direct Investor Account Services > 800-662-2739
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.
© 2023 The Vanguard Group, Inc.
All rights reserved.
Vanguard Marketing Corporation, Distributor.
Q3080B 112023

 

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 September 30, 2023: $30,000
Fiscal Year Ended September 30, 2022: $29,000

 

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

 

Fiscal Year Ended September 30, 2023: $9,326,156
Fiscal Year Ended September 30, 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 September 30, 2023: $3,295,934
Fiscal Year Ended September 30, 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 September 30, 2023: $1,678,928
Fiscal Year Ended September 30, 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 September 30, 2023: $25,000
Fiscal Year Ended September 30, 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 September 30, 2023: $1,703,928
Fiscal Year Ended September 30, 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 subsequent to the date of the evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

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

 

Not applicable.

 

Item 13: Exhibits.

 

(a)(1)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 CHESTER FUNDS  
     
BY: /s/ MORTIMER J. BUCKLEY*  
  MORTIMER J. BUCKLEY  
  CHIEF EXECUTIVE OFFICER  

 

Date: November 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 CHESTER FUNDS  
     
BY: /s/ MORTIMER J. BUCKLEY*  
  MORTIMER J. BUCKLEY  
  CHIEF EXECUTIVE OFFICER  

 

Date: November 21, 2023

 

  VANGUARD CHESTER FUNDS  
     
BY: /s/ CHRISTINE BUCHANAN*  
  CHRISTINE BUCHANAN  
  CHIEF FINANCIAL OFFICER  

 

Date: November 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 EX-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.

 

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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.

 

 

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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

 

Page 25 of 37

 

 

 

 

  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.

 

Page 26 of 37

 

 

 

 

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. 

 

Page 27 of 37

 

 

 

 

 

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

 

Page 28 of 37

 

 

 

 

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.)

 

Page 29 of 37

 

 

 

 

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

 

Page 30 of 37

 

 

 

 

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

 

Page 31 of 37

 

 

 

 

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

 

Page 32 of 37

 

 

 

 

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

 

Page 33 of 37

 

 

 

 

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

 

Page 34 of 37

 

 

 

 

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

 

Page 35 of 37

 

 

 

 

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

 

Page 36 of 37

 

 

 

 

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.

 

Page 37 of 37

 

 

EX-99.CERT 3 tm2328941d1_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 Chester 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: November 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 Chester 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: November 21, 2023

 

  /s/ Christine Buchanan
  Christine Buchanan
  Chief Financial Officer

 

 

EX-99.906 CERT 4 tm2328941d1_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 Chester 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:November 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 Chester 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:November 21, 2023

 

  /s/ Christine Buchanan
  Christine Buchanan
  Chief Financial Officer

 

 

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