0001104659-24-065504.txt : 20240528 0001104659-24-065504.hdr.sgml : 20240528 20240528132933 ACCESSION NUMBER: 0001104659-24-065504 CONFORMED SUBMISSION TYPE: N-CSRS PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 20240331 FILED AS OF DATE: 20240528 DATE AS OF CHANGE: 20240528 EFFECTIVENESS DATE: 20240528 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VANGUARD CHESTER FUNDS CENTRAL INDEX KEY: 0000752177 ORGANIZATION NAME: IRS NUMBER: 232311358 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: N-CSRS SEC ACT: 1940 Act SEC FILE NUMBER: 811-04098 FILM NUMBER: 24989922 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-CSRS 1 tm248933d1_ncsrs.htm N-CSRS

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT

OF

REGISTERED MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number: 811-04098

 

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, 2023—March 31, 2024

 

 

 

 

 

 

Item 1: Reports to Shareholders

 

 

 

Semiannual Report   |   March 31, 2024
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
About Your Fund’s Expenses

1
Financial Statements

4
Liquidity Risk Management

17

 

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

 

Six Months Ended March 31, 2024      
  Beginning
Account Value
9/30/2023
Ending
Account Value
3/31/2024
Expenses
Paid During
Period
Based on Actual Fund Return      
PRIMECAP Fund      
Investor Shares $1,000.00 $1,200.10 $2.09
Admiral™ Shares 1,000.00 1,200.60 1.71
Based on Hypothetical 5% Yearly Return      
PRIMECAP Fund      
Investor Shares $1,000.00 $1,023.10 $1.92
Admiral Shares 1,000.00 1,023.45 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 (183/366).
2

 

PRIMECAP Fund
Fund Allocation
As of March 31, 2024
Communication Services 5.6%
Consumer Discretionary 9.5
Consumer Staples 0.4
Energy 2.5
Financials 7.0
Health Care 31.3
Industrials 13.3
Information Technology 29.0
Materials 1.4
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.
3

 

PRIMECAP Fund
Financial Statements (unaudited)
Schedule of Investments
As of March 31, 2024
The fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The fund’s Form N-PORT reports are available on the SEC’s website at www.sec.gov.
    Shares Market
Value

($000)
Common Stocks (97.8%)
Communication Services (5.5%)
* Alphabet Inc. Class A 11,093,740  1,674,378
* Alphabet Inc. Class C  6,374,170    970,531
* Baidu Inc. ADR  5,743,748    604,702
  Walt Disney Co.  4,590,605    561,707
  Meta Platforms Inc. Class A    243,500    118,239
* Charter Communications Inc. Class A    193,600     56,266
  T-Mobile US Inc.    338,000     55,168
* Live Nation Entertainment Inc.    499,000     52,779
* Netflix Inc.     75,100     45,611
* Altice USA Inc. Class A  4,710,800     12,295
  Universal Music Group NV    201,608      6,058
  Comcast Corp. Class A     51,000      2,211
  Nintendo Co. Ltd.     17,500        955
  Electronic Arts Inc.      5,700        756
       4,161,656
Consumer Discretionary (9.3%)
  Ross Stores Inc.  7,592,900  1,114,334
  Sony Group Corp. ADR 12,985,600  1,113,385
* Tesla Inc.  5,694,300  1,001,001
  Alibaba Group Holding Ltd. ADR 11,793,917    853,408
  TJX Cos. Inc.  7,835,000    794,626
* Amazon.com Inc.  3,063,500    552,594
*,1 Mattel Inc. 25,970,838    514,482
1 Whirlpool Corp.  3,074,832    367,842
* Royal Caribbean Cruises Ltd.  1,869,247    259,844
  Bath & Body Works Inc.  3,484,814    174,310
  eBay Inc.  1,189,000     62,755
* Burlington Stores Inc.    217,700     50,548
* Flutter Entertainment plc    210,942     42,048
* Carnival Corp.  2,054,065     33,564
  Lowe's Cos. Inc.    125,000     31,841
* MGM Resorts International    540,000     25,493
  Marriott International Inc. Class A     97,000     24,474
  Newell Brands Inc.  2,965,000     23,809
* Victoria's Secret & Co.  1,165,371     22,585
    Shares Market
Value

($000)
* Ulta Beauty Inc.     21,000     10,981
       7,073,924
Consumer Staples (0.4%)
  Sysco Corp.  2,221,778    180,364
* Dollar Tree Inc.    782,000    104,123
  Altria Group Inc.    579,400     25,273
  Dollar General Corp.     50,000      7,803
2 Haleon plc ADR    548,000      4,653
         322,216
Energy (2.4%)
  Hess Corp.  4,592,742    701,036
  Pioneer Natural Resources Co.  2,194,600    576,083
  ConocoPhillips  1,679,300    213,741
  EOG Resources Inc.  1,632,700    208,724
* Transocean Ltd. (XNYS) 16,318,773    102,482
  Schlumberger NV    700,100     38,373
       1,840,439
Financials (6.9%)
  Wells Fargo & Co. 27,539,647  1,596,198
  Visa Inc. Class A  2,331,400    650,647
  JPMorgan Chase & Co.  3,185,800    638,116
  Raymond James Financial Inc.  4,253,903    546,286
  Marsh & McLennan Cos. Inc.  2,610,516    537,714
  Bank of America Corp.  7,264,332    275,464
  Progressive Corp.    848,000    175,383
  Northern Trust Corp.  1,754,700    156,028
  Mastercard Inc. Class A    308,300    148,468
  CME Group Inc.    620,068    133,494
  Citigroup Inc.  1,795,000    113,516
  Fidelity National Information Services Inc.  1,251,500     92,836
* PayPal Holdings Inc.    901,500     60,392
  Charles Schwab Corp.    687,414     49,728
  Goldman Sachs Group Inc.     55,300     23,098
  Morgan Stanley    205,000     19,303
       5,216,671
Health Care (30.6%)
  Eli Lilly & Co. 12,377,711  9,629,364
  Amgen Inc.  8,990,895  2,556,291
*,1 Biogen Inc.  9,153,861  1,973,847
* Boston Scientific Corp. 25,786,344  1,766,107
  AstraZeneca plc ADR 25,729,688  1,743,186
4

 

PRIMECAP Fund
    Shares Market
Value

($000)
  Thermo Fisher Scientific Inc.  1,608,747    935,020
2 Novartis AG ADR  7,846,025    758,946
  Bristol-Myers Squibb Co. 12,698,880    688,660
* BioMarin Pharmaceutical Inc.  7,030,318    614,028
  Roche Holding AG  1,503,413    383,850
  GSK plc ADR  8,929,150    382,793
* BeiGene Ltd. ADR  2,280,190    356,599
* Elanco Animal Health Inc. (XNYS) 19,016,439    309,588
  Zimmer Biomet Holdings Inc.  2,196,500    289,894
  CVS Health Corp.  2,145,500    171,125
  Stryker Corp.    337,400    120,745
  Agilent Technologies Inc.    732,516    106,588
  Abbott Laboratories    660,000     75,016
* IQVIA Holdings Inc.    213,584     54,013
  Medtronic plc    570,000     49,675
* Edwards Lifesciences Corp.    492,100     47,025
  UnitedHealth Group Inc.     94,615     46,806
*,3 Siemens Healthineers AG    721,300     44,113
  Sanofi SA ADR    893,000     43,400
  Alcon Inc.    431,477     35,938
* Sandoz Group AG    404,572     12,212
* Waters Corp.     33,680     11,594
  Humana Inc.     10,076      3,494
  Danaher Corp.     12,402      3,097
* Zimvie Inc.     27,100        447
      23,213,461
Industrials (13.0%)
  FedEx Corp.  8,534,158  2,472,687
  Siemens AG (Registered)  7,802,676  1,489,834
  Southwest Airlines Co. 25,401,478    741,469
  Airbus SE  3,517,566    648,037
* United Airlines Holdings Inc. 12,148,403    581,666
  Delta Air Lines Inc. 11,306,900    541,261
  Caterpillar Inc.  1,341,700    491,639
  TransDigm Group Inc.    309,316    380,954
  Textron Inc.  3,609,000    346,211
  Union Pacific Corp.  1,335,400    328,415
* American Airlines Group Inc. 19,936,668    306,028
  United Parcel Service Inc. Class B (XNYS)  1,928,970    286,703
  Otis Worldwide Corp.  1,517,260    150,618
  General Dynamics Corp.    512,800    144,861
* Alaska Air Group Inc.  3,280,700    141,037
  Carrier Global Corp.  1,895,200    110,168
  JB Hunt Transport Services Inc.    515,900    102,793
  CSX Corp.  2,099,300     77,821
  Norfolk Southern Corp.    296,100     75,467
  nVent Electric plc    859,000     64,769
* Lyft Inc. Class A  3,208,900     62,092
* Boeing Co.    271,300     52,358
  Rockwell Automation Inc.    165,500     48,215
  Honeywell International Inc.    221,000     45,360
    Shares Market
Value

($000)
  L3Harris Technologies Inc.    189,000     40,276
  RTX Corp.    376,870     36,756
  Ryanair Holdings plc ADR    250,000     36,397
  Deere & Co.     73,900     30,354
* WillScot Mobile Mini Holdings Corp.    631,000     29,342
  AMETEK Inc.    156,200     28,569
* Uber Technologies Inc.    112,250      8,642
       9,900,799
Information Technology (28.4%)
  Micron Technology Inc. 23,700,774  2,794,084
  Microsoft Corp.  6,161,600  2,592,308
  KLA Corp.  3,497,530  2,443,270
* Adobe Inc.  4,279,757  2,159,566
  Intel Corp. 46,289,118  2,044,590
  Texas Instruments Inc. 10,650,072  1,855,349
  NVIDIA Corp.  1,529,800  1,382,266
  Oracle Corp.  8,879,770  1,115,388
  NetApp Inc.  8,205,241    861,304
  Intuit Inc.  1,151,100    748,215
  Analog Devices Inc.  2,490,000    492,497
  QUALCOMM Inc.  2,754,806    466,389
  HP Inc. 13,112,216    396,251
  Hewlett Packard Enterprise Co. 17,166,842    304,368
  Apple Inc.  1,555,000    266,652
  Entegris Inc.  1,835,622    257,978
  Cisco Systems Inc.  4,371,279    218,171
  Applied Materials Inc.    992,300    204,642
  Telefonaktiebolaget LM Ericsson ADR 33,966,269    187,154
  Corning Inc.  3,990,600    131,530
* Autodesk Inc.    424,200    110,470
  Teradyne Inc.    857,900     96,797
* Palo Alto Networks Inc.    315,600     89,672
* Western Digital Corp.    776,500     52,988
* Okta Inc.    464,500     48,596
* Gartner Inc.     90,100     42,948
  Marvell Technology Inc.    458,100     32,470
  Dell Technologies Inc. Class C    273,900     31,255
* Keysight Technologies Inc.    179,500     28,070
*,2 BlackBerry Ltd.  9,975,500     27,532
  Broadcom Inc.     15,993     21,197
  Salesforce Inc.     48,200     14,517
  Jabil Inc.     95,000     12,725
* Fortinet Inc.     69,450      4,744
  Infineon Technologies AG ADR     75,000      2,552
* Arista Networks Inc.      4,000      1,160
* Unity Software Inc.     20,000        534
* RingCentral Inc. Class A      8,000        278
* Nice Ltd. ADR        500        130
      21,540,607
Materials (1.3%)
2 Albemarle Corp.  2,101,794    276,890
  Glencore plc 39,982,197    219,405
  DuPont de Nemours Inc.  1,971,556    151,159
  Linde plc    245,300    113,898
  Freeport-McMoRan Inc.  2,261,900    106,354
  Dow Inc.  1,246,438     72,206
 
5

 

PRIMECAP Fund
    Shares Market
Value

($000)
  Corteva Inc.  1,099,216     63,392
       1,003,304
Total Common Stocks
(Cost $24,301,645)
74,273,077
Temporary Cash Investments (2.1%)
Money Market Fund (2.1%)
4,5 Vanguard Market Liquidity Fund, 5.407% (Cost$1,613,836) 16,142,478           1,613,925
Total Investments (99.9%) (Cost $25,915,481) 75,887,002
Other Assets and Liabilities—Net (0.1%) 43,138
Net Assets (100%) 75,930,140
Cost is in $000.
See Note A in Notes to Financial Statements.
* Non-income-producing security.
1 Considered an affiliated company of the fund as the fund owns more than 5% of the outstanding voting securities of such company.
2 Includes partial security positions on loan to broker-dealers. The total value of securities on loan is $43,543,000.
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 March 31, 2024, the aggregate value was $44,113,000, 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 $44,886,000 was received for securities on loan.
  ADR—American Depositary Receipt.
See accompanying Notes, which are an integral part of the Financial Statements.
6

 

PRIMECAP Fund
Statement of Assets and Liabilities
As of March 31, 2024
($000s, except shares, footnotes, and per-share amounts) Amount
Assets  
Investments in Securities, at Value1  
Unaffiliated Issuers (Cost $23,078,255) 71,416,906
Affiliated Issuers (Cost $2,837,226) 4,470,096
Total Investments in Securities 75,887,002
Investment in Vanguard 2,227
Cash 4,161
Receivables for Investment Securities Sold 37,360
Receivables for Accrued Income 101,612
Receivables for Capital Shares Issued 9,039
Total Assets 76,041,401
Liabilities  
Foreign Currency Due to Custodian, at Value (Proceeds $4) 9
Payables for Investment Securities Purchased 6,647
Collateral for Securities on Loan 44,886
Payables to Investment Advisor 32,419
Payables for Capital Shares Redeemed 22,273
Payables to Vanguard 5,027
Total Liabilities 111,261
Net Assets 75,930,140
1 Includes $43,543,000 of securities on loan.  
At March 31, 2024, net assets consisted of:  
   
Paid-in Capital 23,820,384
Total Distributable Earnings (Loss) 52,109,756
Net Assets 75,930,140
 
Investor Shares—Net Assets  
Applicable to 32,247,104 outstanding $.001 par value shares of
beneficial interest (unlimited authorization)
5,312,855
Net Asset Value Per Share—Investor Shares $164.75
 
Admiral Shares—Net Assets  
Applicable to 413,745,418 outstanding $.001 par value shares of
beneficial interest (unlimited authorization)
70,617,285
Net Asset Value Per Share—Admiral Shares $170.68
  
See accompanying Notes, which are an integral part of the Financial Statements.
7

 

PRIMECAP Fund
Statement of Operations
  Six Months Ended
March 31, 2024
  ($000)
Investment Income  
Income  
Dividends—Unaffiliated Issuers1 492,119
Dividends—Affiliated Issuers 10,712
Interest—Unaffiliated Issuers 4
Interest—Affiliated Issuers 27,585
Securities Lending—Net 68
Total Income 530,488
Expenses  
Investment Advisory Fees—Note B 62,705
The Vanguard Group—Note C  
Management and Administrative—Investor Shares 4,742
Management and Administrative—Admiral Shares 39,697
Marketing and Distribution—Investor Shares 114
Marketing and Distribution—Admiral Shares 975
Custodian Fees 1,395
Shareholders’ Reports—Investor Shares 31
Shareholders’ Reports—Admiral Shares 95
Trustees’ Fees and Expenses 26
Other Expenses 198
Total Expenses 109,978
Expenses Paid Indirectly (34)
Net Expenses 109,944
Net Investment Income 420,544
Realized Net Gain (Loss)  
Capital Gains Distributions Received – Affiliated Issuers 6
Investment Securities Sold—Unaffiliated Issuers 2,215,878
Investment Securities Sold—Affiliated Issuers (4,300)
Foreign Currencies (167)
Realized Net Gain (Loss) 2,211,417
Change in Unrealized Appreciation (Depreciation)  
Investment Securities—Unaffiliated
Issuers
10,711,177
Investment Securities—Affiliated Issuers (473,635)
Foreign Currencies 117
Change in Unrealized Appreciation (Depreciation) 10,237,659
Net Increase (Decrease) in Net Assets Resulting from Operations 12,869,620
1 Dividends are net of foreign withholding taxes of $11,427,000.
  
See accompanying Notes, which are an integral part of the Financial Statements.
8

 

PRIMECAP Fund
Statement of Changes in Net Assets
  Six Months Ended
March 31,
2024
  Year Ended
September 30,
2023
  ($000)   ($000)
Increase (Decrease) in Net Assets      
Operations      
Net Investment Income 420,544   784,990
Realized Net Gain (Loss) 2,211,417   4,158,837
Change in Unrealized Appreciation (Depreciation) 10,237,659   10,273,895
Net Increase (Decrease) in Net Assets Resulting from Operations 12,869,620   15,217,722
Distributions      
Investor Shares (342,322)   (408,794)
Admiral Shares (4,449,466)   (5,062,138)
Total Distributions (4,791,788)   (5,470,932)
Capital Share Transactions      
Investor Shares (24,747)   (215,027)
Admiral Shares 2,617,764   (113,439)
Net Increase (Decrease) from Capital Share Transactions 2,593,017   (328,466)
Total Increase (Decrease) 10,670,849   9,418,324
Net Assets      
Beginning of Period 65,259,291   55,840,967
End of Period 75,930,140   65,259,291
  
See accompanying Notes, which are an integral part of the Financial Statements.
9

 

PRIMECAP Fund
Financial Highlights
Investor Shares            
For a Share Outstanding
Throughout Each Period 
Six Months
Ended
March 31,
2024
Year Ended September 30,
2023 2022 2021 2020 2019
Net Asset Value, Beginning of Period $147.17 $126.26 $168.72 $142.86 $133.12 $147.61
Investment Operations            
Net Investment Income1 .874 1.632 1.456 1.183 1.745 1.715
Net Realized and Unrealized Gain (Loss) on Investments 27.514 31.717 (27.430) 39.134 17.947 (6.495)
Total from Investment Operations 28.388 33.349 (25.974) 40.317 19.692 (4.780)
Distributions            
Dividends from Net Investment Income (1.659) (1.549) (1.150) (1.542) (1.690) (1.470)
Distributions from Realized Capital Gains (9.149) (10.890) (15.336) (12.915) (8.262) (8.240)
Total Distributions (10.808) (12.439) (16.486) (14.457) (9.952) (9.710)
Net Asset Value, End of Period $164.75 $147.17 $126.26 $168.72 $142.86 $133.12
Total Return2 20.01% 28.06% -17.25% 29.74% 15.05% -2.41%
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $5,313 $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%3 0.38% 0.38% 0.38%
Ratio of Net Investment Income to Average Net Assets 1.12% 1.17% 0.95% 0.73% 1.31% 1.32%
Portfolio Turnover Rate 2% 4% 3% 5% 6% 5%
The expense ratio and net investment income ratio for the current period have been annualized.
1 Calculated based on average shares outstanding.
2 Total returns do not include account service fees that may have applied in the periods shown. Fund prospectuses provide information about any applicable account service fees.
3 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.
10

 

PRIMECAP Fund
Financial Highlights
Admiral Shares            
For a Share Outstanding
Throughout Each Period 
Six Months
Ended
March 31,
2024
Year Ended September 30,
2023 2022 2021 2020 2019
Net Asset Value, Beginning of Period $152.51 $130.87 $174.92 $148.12 $138.02 $153.09
Investment Operations            
Net Investment Income1 .963 1.793 1.621 1.345 1.920 1.880
Net Realized and Unrealized Gain (Loss) on Investments 28.520 32.854 (28.426) 40.564 18.600 (6.756)
Total from Investment Operations 29.483 34.647 (26.805) 41.909 20.520 (4.876)
Distributions            
Dividends from Net Investment Income (1.830) (1.718) (1.343) (1.716) (1.853) (1.647)
Distributions from Realized Capital Gains (9.483) (11.289) (15.902) (13.393) (8.567) (8.547)
Total Distributions (11.313) (13.007) (17.245) (15.109) (10.420) (10.194)
Net Asset Value, End of Period $170.68 $152.51 $130.87 $174.92 $148.12 $138.02
Total Return2 20.06% 28.14% -17.19% 29.83% 15.13% -2.34%
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $70,617 $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%3 0.31% 0.31% 0.31%
Ratio of Net Investment Income to Average Net Assets 1.19% 1.24% 1.02% 0.80% 1.39% 1.39%
Portfolio Turnover Rate 2% 4% 3% 5% 6% 5%
The expense ratio and net investment income ratio for the current period have been annualized.
1 Calculated based on average shares outstanding.
2 Total returns do not include account service fees that may have applied in the periods shown. Fund prospectuses provide information about any applicable account service fees.
3 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.
11

 

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
12

 

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 six months ended March 31, 2024, 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.
13

 

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 six months ended March 31, 2024, 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 March 31, 2024, the fund had contributed to Vanguard capital in the amount of $2,227,000, representing less than 0.01% of the fund’s net assets and 0.89% 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 six months ended March 31, 2024, custodian fee offset arrangements reduced the fund’s expenses by $34,000 (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.
14

 

PRIMECAP Fund
The following table summarizes the market value of the fund’s investments as of March 31, 2024, based on the inputs used to value them:
  Level 1
($000)
Level 2
($000)
Level 3
($000)
Total
($000)
Investments        
Assets        
Common Stocks 71,426,565 2,846,512 74,273,077
Temporary Cash Investments 1,613,925 1,613,925
Total 73,040,490 2,846,512 75,887,002
F. As of March 31, 2024, gross unrealized appreciation and depreciation for investments based on cost for U.S. federal income tax purposes were as follows:
  Amount
($000)
Tax Cost 25,943,659
Gross Unrealized Appreciation 51,804,474
Gross Unrealized Depreciation (1,861,131)
Net Unrealized Appreciation (Depreciation) 49,943,343
G. During the six months ended March 31, 2024, the fund purchased $1,513,865,000 of investment securities and sold $3,872,184,000 of investment securities, other than temporary cash investments.
H. Capital share transactions for each class of shares were:
    
  Six Months Ended
March 31, 2024
  Year Ended
September 30, 2023
  Amount
($000)
Shares
(000)
  Amount
($000)
Shares
(000)
Investor Shares          
Issued 210,283 1,379   205,544 1,472
Issued in Lieu of Cash Distributions 324,021 2,159   388,807 3,083
Redeemed (559,051) (3,652)   (809,378) (5,800)
Net Increase (Decrease)—Investor Shares (24,747) (114)   (215,027) (1,245)
Admiral Shares          
Issued 902,927 5,713   1,725,734 12,228
Issued in Lieu of Cash Distributions 4,151,238 26,706   4,730,931 36,219
Redeemed (2,436,401) (15,343)   (6,570,104) (46,041)
Net Increase (Decrease)—Admiral Shares 2,617,764 17,076   (113,439) 2,406
15

 

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,
2023
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)
Mar. 31,
2024
Market
Value
($000)
Biogen Inc. 2,317,349 43,120 9,912 (2,792) (373,918) 1,973,847
Mattel Inc. 582,822 9,135 (1,564) (57,641) 514,482
Vanguard Market Liquidity Fund 1,211,327 NA1 NA1 56 (179) 27,585 6 1,613,925
Whirlpool Corp. 402,147 7,592 (41,897) 10,712 367,842
Total 4,513,645 50,712 19,047 (4,300) (473,635) 38,297 6 4,470,096
1 Not applicable—purchases and sales are for temporary cash investment purposes.
J. Significant market disruptions, such as those caused by pandemics, natural or environmental disasters, war, 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 March 31, 2024, that would require recognition or disclosure in these financial statements.
16

 

Liquidity Risk Management
Vanguard funds (except for the money market funds) have adopted and implemented a written liquidity risk management program (the “Program”) as required by Rule 22e-4 under the Investment Company Act of 1940. Rule 22e-4 requires that each fund adopt a program that is reasonably designed to assess and manage the fund’s liquidity risk, which is the risk that the fund could not meet redemption requests without significant dilution of remaining investors’ interests in the fund.
Assessment and management of a fund’s liquidity risk under the Program take into consideration certain factors, such as the fund’s investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed conditions, its short- and long-term cash-flow projections during both normal and reasonably foreseeable stressed conditions, and its cash and cash-equivalent holdings and access to other funding sources. As required by the rule, the Program includes policies and procedures for classification of fund portfolio holdings in four liquidity categories, maintaining certain levels of highly liquid investments, and limiting holdings of illiquid investments.
The board of trustees of Vanguard Chester Funds approved the appointment of liquidity risk management program administrators responsible for administering Vanguard PRIMECAP Fund's Program and for carrying out the specific responsibilities set forth in the Program, including reporting to the board on at least an annual basis regarding the Program’s operation, its adequacy, and the effectiveness of its implementation for the past year (the “Program Administrator Report”). The board has reviewed the Program Administrator Report covering the period from January 1, 2023, through December 31, 2023 (the “Review Period”). The Program Administrator Report stated that during the Review Period the Program operated and was implemented effectively to manage the fund’s liquidity risk.
17

 

This page intentionally left blank.

 

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.
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.
© 2024 The Vanguard Group, Inc.
All rights reserved.
Vanguard Marketing Corporation, Distributor.
Q592 052024

Semiannual Report  |  March 31, 2024
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.

 

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.
1

 

Six Months Ended March 31, 2024      
  Beginning
Account Value
9/30/2023
Ending
Account Value
3/31/2024
Expenses
Paid During
Period
Based on Actual Fund Return      
Target Retirement Income Fund $1,000.00 $1,095.80 $0.42
Target Retirement 2020 Fund $1,000.00 $1,110.50 $0.42
Target Retirement 2025 Fund $1,000.00 $1,130.10 $0.43
Target Retirement 2030 Fund $1,000.00 $1,145.30 $0.43
Target Retirement 2035 Fund $1,000.00 $1,155.80 $0.43
Target Retirement 2040 Fund $1,000.00 $1,166.80 $0.43
Based on Hypothetical 5% Yearly Return      
Target Retirement Income Fund $1,000.00 $1,024.60 $0.40
Target Retirement 2020 Fund $1,000.00 $1,024.60 $0.40
Target Retirement 2025 Fund $1,000.00 $1,024.60 $0.40
Target Retirement 2030 Fund $1,000.00 $1,024.60 $0.40
Target Retirement 2035 Fund $1,000.00 $1,024.60 $0.40
Target Retirement 2040 Fund $1,000.00 $1,024.60 $0.40
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 (183/366).
2

 

Target Retirement Income Fund
Underlying Vanguard Funds
As of March 31, 2024
Vanguard Total Bond Market II Index Fund Investor Shares 37.1%
Vanguard Total Stock Market Index Fund Institutional Plus Shares 17.9
Vanguard Short-Term Inflation-Protected Securities Index Fund Admiral Shares 16.6
Vanguard Total International Bond II Index Fund Institutional Shares 16.2
Vanguard Total International Stock Index Fund Investor Shares 12.2
The table reflects the fund’s investments, except for short-term investments and derivatives.
3

 

Target Retirement Income Fund
Financial Statements (unaudited)
Schedule of Investments
As of March 31, 2024
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 (17.7%)
  Vanguard Total Stock Market Index Fund Institutional Plus Shares    27,057,055  6,426,051
International Stock Fund (12.1%)
  Vanguard Total International Stock Index Fund Investor Shares   226,356,390  4,379,996
U.S. Bond Funds (53.3%)
1 Vanguard Total Bond Market II Index Fund Investor Shares 1,415,815,225 13,351,138
  Vanguard Short-Term Inflation-Protected Securities Index Fund Admiral Shares   248,981,385  5,973,063
                      19,324,201
International Bond Fund (16.1%)
1 Vanguard Total International Bond II Index Fund Institutional Shares   221,098,398  5,848,053
Total Investment Companies (Cost $31,648,427) 35,978,301
Temporary Cash Investments (0.8%)
Money Market Fund (0.8%)
1 Vanguard Market Liquidity Fund, 5.407% (Cost $267,727)     2,678,273           267,774
Total Investments (100.0%) (Cost $31,916,154)   36,246,075
Other Assets and Liabilities—Net (0.0%)   16,365
Net Assets (100%)   36,262,440
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.
4

 

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 June 2024 1,137 125,976 511
E-mini S&P 500 Index June 2024 576 152,885 3,378
        3,889
  
See accompanying Notes, which are an integral part of the Financial Statements.
5

 

Target Retirement Income Fund
Statement of Assets and Liabilities
As of March 31, 2024
($000s, except shares, footnotes, and per-share amounts) Amount
Assets  
Investments in Securities, at Value—Affiliated Funds (Cost $31,916,154) 36,246,075
Cash Collateral Pledged—Futures Contracts 9,217
Receivables for Investment Securities Sold 18,018
Receivables for Accrued Income 54,892
Receivables for Capital Shares Issued 9,989
Variation Margin Receivable—Futures Contracts
Total Assets 36,338,191
Liabilities  
Due to Custodian 294
Payables for Investment Securities Purchased 54,865
Payables for Capital Shares Redeemed 20,592
Total Liabilities 75,751
Net Assets 36,262,440

At March 31, 2024, net assets consisted of:

   
Paid-in Capital 31,344,506
Total Distributable Earnings (Loss) 4,917,934
Net Assets 36,262,440
   
Net Assets  
Applicable to 2,741,211,512 outstanding $.001 par value shares of
beneficial interest (unlimited authorization)
36,262,440
Net Asset Value Per Share $13.23
See accompanying Notes, which are an integral part of the Financial Statements.
6

 

Target Retirement Income Fund
Statement of Operations
  Six Months Ended
March 31, 2024
  ($000)
Investment Income  
Income  
Income Distributions Received from Affiliated Funds 647,687
Net Investment Income—Note B 647,687
Realized Net Gain (Loss)  
Capital Gain Distributions Received from Affiliated Funds 2
Affiliated Funds Sold1 562,190
Futures Contracts 15,634
Realized Net Gain (Loss) 577,826
Change in Unrealized Appreciation (Depreciation)  
Affiliated Funds 2,035,002
Futures Contracts 11,709
Change in Unrealized Appreciation (Depreciation) 2,046,711
Net Increase (Decrease) in Net Assets Resulting from Operations 3,272,224
1 Includes $11,095,000 of net gain (loss) resulting from in-kind redemptions.
See accompanying Notes, which are an integral part of the Financial Statements.
7

 

Target Retirement Income Fund
Statement of Changes in Net Assets
  Six Months Ended
March 31,
2024
  Year Ended
September 30,
2023
  ($000)   ($000)
Increase (Decrease) in Net Assets      
Operations      
Net Investment Income 647,687   972,603
Realized Net Gain (Loss) 577,826   423,805
Change in Unrealized Appreciation (Depreciation) 2,046,711   1,147,158
Net Increase (Decrease) in Net Assets Resulting from Operations 3,272,224   2,543,566
Distributions      
Total Distributions (1,057,596)   (1,182,988)
Capital Share Transactions      
Issued 1,253,434   2,868,217
Issued in Lieu of Cash Distributions 1,022,081   1,143,309
Redeemed (3,490,976)   (6,630,784)
Net Increase (Decrease) from Capital Share Transactions (1,215,461)   (2,619,258)
Total Increase (Decrease) 999,167   (1,258,680)
Net Assets      
Beginning of Period 35,263,273   36,521,953
End of Period 36,262,440   35,263,273
See accompanying Notes, which are an integral part of the Financial Statements.
8

 

Target Retirement Income Fund
Financial Highlights
For a Share Outstanding
Throughout Each Period
Six Months
Ended
March 31,
2024
Year Ended September 30,
2023 2022 2021 2020 2019
Net Asset Value, Beginning of Period $12.43 $12.00 $15.24 $14.54 $13.85 $13.52
Investment Operations            
Net Investment Income1 .233 .333 .380 .278 .308 .341
Capital Gain Distributions Received1 .0002 .0002 .017 .056
Net Realized and Unrealized Gain (Loss) on Investments .952 .503 (2.381) .887 .696 .533
Total from Investment Operations 1.185 .836 (1.984) 1.221 1.004 .874
Distributions            
Dividends from Net Investment Income (.251) (.360) (.382) (.256) (.297) (.352)
Distributions from Realized Capital Gains (.134) (.046) (.874) (.265) (.017) (.192)
Total Distributions (.385) (.406) (1.256) (.521) (.314) (.544)
Net Asset Value, End of Period $13.23 $12.43 $12.00 $15.24 $14.54 $13.85
Total Return3 9.58% 7.02% -14.19% 8.48% 7.35% 6.75%
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $36,262 $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% 0.08% 0.09%4 0.12% 0.12% 0.12%
Ratio of Net Investment Income to Average Net Assets 3.62% 2.64% 2.82% 1.84% 2.19% 2.54%
Portfolio Turnover Rate 2%5 4%5 19%5 6% 17% 10%
The expense ratio, acquired fund fees and expenses, and net investment income ratio for the current period have been annualized.
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.
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.
9

 

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 six months ended March 31, 2024, 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.
10

 

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 six months ended March 31, 2024, 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 six months ended March 31, 2024, 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
11

 

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 March 31, 2024, 100% of the market value of the fund's investments and derivatives was determined based on Level 1 inputs.
E.  As of March 31, 2024, 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 31,943,776
Gross Unrealized Appreciation 6,379,515
Gross Unrealized Depreciation (2,073,327)
Net Unrealized Appreciation (Depreciation) 4,306,188
F.  Capital shares issued and redeemed were:
  Six Months Ended
March 31, 2024
  Year Ended
September 30, 2023
  Shares
(000)
  Shares
(000)
Issued 97,244   227,373
Issued in Lieu of Cash Distributions 78,100   92,349
Redeemed (271,218)   (527,079)
Net Increase (Decrease) in Shares Outstanding (95,874)   (207,357)
12

 

Target Retirement Income Fund
G.  Transactions during the period in affiliated underlying Vanguard funds were as follows:
    Current Period Transactions  
  Sep. 30, 2023
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)
Mar. 31, 2024
Market Value
($000)
Vanguard Market Liquidity Fund 283,342 NA2 NA2 15 (40) 6,850 2 267,774
Vanguard Short-Term Inflation-Protected Securities Index Fund 5,967,726 98,549 204,525 (10,548) 121,861 81,148 5,973,063
Vanguard Total Bond Market II Index Fund 13,009,696 227,949 400,708 (27,988) 542,189 228,213 13,351,138
Vanguard Total International Bond II Index Fund 5,685,794 202,637 202,067 (20,297) 181,986 202,637 5,848,053
Vanguard Total International Stock Index Fund 4,192,888 104,590 435,304 61,409 456,413 78,997 4,379,996
Vanguard Total Stock Market Index Fund 6,127,293 127,425 1,120,859 559,599 732,593 49,842 6,426,051
Total 35,266,739 761,150 2,363,463 562,190 2,035,002 647,687 2 36,246,075
1 Includes $61,270,000 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.
H.  Significant market disruptions, such as those caused by pandemics, natural or environmental ‎disasters, war, 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.
I.  Management has determined that no events or transactions occurred subsequent to March 31, 2024, that would require recognition or disclosure in these financial statements.
13

 

Target Retirement 2020 Fund
Underlying Vanguard Funds
As of March 31, 2024
Vanguard Total Bond Market II Index Fund Investor Shares 33.5%
Vanguard Total Stock Market Index Fund Institutional Plus Shares 23.5
Vanguard Total International Stock Index Fund Investor Shares 16.0
Vanguard Total International Bond II Index Fund Institutional Shares 14.8
Vanguard Short-Term Inflation-Protected Securities Index Fund Admiral Shares 12.2
The table reflects the fund’s investments, except for short-term investments and derivatives.
14

 

Target Retirement 2020 Fund
Financial Statements (unaudited)
Schedule of Investments
As of March 31, 2024
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 (23.3%)
  Vanguard Total Stock Market Index Fund Institutional Plus Shares    37,660,663  8,944,408
International Stock Fund (15.9%)
  Vanguard Total International Stock Index Fund Investor Shares   313,925,844  6,074,465
U.S. Bond Funds (45.3%)
1 Vanguard Total Bond Market II Index Fund Investor Shares 1,352,841,254 12,757,293
  Vanguard Short-Term Inflation-Protected Securities Index Fund Admiral Shares   192,924,205  4,628,252
                      17,385,545
International Bond Fund (14.7%)
1 Vanguard Total International Bond II Index Fund Institutional Shares   213,687,985  5,652,047
Total Investment Companies (Cost $31,841,319) 38,056,465
Temporary Cash Investments (0.8%)
Money Market Fund (0.8%)
1 Vanguard Market Liquidity Fund, 5.407% (Cost $299,249)     2,993,579           299,298
Total Investments (100.0%) (Cost $32,140,568)   38,355,763
Other Assets and Liabilities—Net (0.0%)   16,795
Net Assets (100%)   38,372,558
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.
15

 

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 June 2024 1,294 143,371 582
E-mini S&P 500 Index June 2024 652 173,057 3,823
        4,405
  
See accompanying Notes, which are an integral part of the Financial Statements.
16

 

Target Retirement 2020 Fund
Statement of Assets and Liabilities
As of March 31, 2024
($000s, except shares, footnotes, and per-share amounts) Amount
Assets  
Investments in Securities, at Value—Affiliated Funds (Cost $32,140,568) 38,355,763
Cash Collateral Pledged—Futures Contracts 10,450
Receivables for Investment Securities Sold 28,970
Receivables for Accrued Income 52,248
Receivables for Capital Shares Issued 11,528
Variation Margin Receivable—Futures Contracts
Total Assets 38,458,959
Liabilities  
Due to Custodian 93
Payables for Investment Securities Purchased 52,222
Payables for Capital Shares Redeemed 34,086
Total Liabilities 86,401
Net Assets 38,372,558

At March 31, 2024, net assets consisted of:

   
Paid-in Capital 30,826,513
Total Distributable Earnings (Loss) 7,546,045
Net Assets 38,372,558
   
Net Assets  
Applicable to 1,388,746,924 outstanding $.001 par value shares of
beneficial interest (unlimited authorization)
38,372,558
Net Asset Value Per Share $27.63
See accompanying Notes, which are an integral part of the Financial Statements.
17

 

Target Retirement 2020 Fund
Statement of Operations
  Six Months Ended
March 31, 2024
  ($000)
Investment Income  
Income  
Income Distributions Received from Affiliated Funds 665,538
Net Investment Income—Note B 665,538
Realized Net Gain (Loss)  
Capital Gain Distributions Received from Affiliated Funds 2
Affiliated Funds Sold1 1,124,595
Futures Contracts 14,634
Realized Net Gain (Loss) 1,139,231
Change in Unrealized Appreciation (Depreciation)  
Affiliated Funds 2,173,711
Futures Contracts 14,692
Change in Unrealized Appreciation (Depreciation) 2,188,403
Net Increase (Decrease) in Net Assets Resulting from Operations 3,993,172
1 Includes $19,943,000 of net gain (loss) resulting from in-kind redemptions.
See accompanying Notes, which are an integral part of the Financial Statements.
18

 

Target Retirement 2020 Fund
Statement of Changes in Net Assets
  Six Months Ended
March 31,
2024
  Year Ended
September 30,
2023
  ($000)   ($000)
Increase (Decrease) in Net Assets      
Operations      
Net Investment Income 665,538   1,014,170
Realized Net Gain (Loss) 1,139,231   1,497,398
Change in Unrealized Appreciation (Depreciation) 2,188,403   1,169,579
Net Increase (Decrease) in Net Assets Resulting from Operations 3,993,172   3,681,147
Distributions      
Total Distributions (2,289,720)   (1,915,234)
Capital Share Transactions      
Issued 1,156,915   2,700,212
Issued in Lieu of Cash Distributions 2,242,720   1,876,931
Redeemed (4,481,037)   (8,427,322)
Net Increase (Decrease) from Capital Share Transactions (1,081,402)   (3,850,179)
Total Increase (Decrease) 622,050   (2,084,266)
Net Assets      
Beginning of Period 37,750,508   39,834,774
End of Period 38,372,558   37,750,508
See accompanying Notes, which are an integral part of the Financial Statements.
19

 

Target Retirement 2020 Fund
Financial Highlights
For a Share Outstanding
Throughout Each Period
Six Months
Ended
March 31,
2024
Year Ended September 30,
2023 2022 2021 2020 2019
Net Asset Value, Beginning of Period $26.42 $25.37 $36.04 $33.79 $32.24 $32.14
Investment Operations            
Net Investment Income1 .472 .671 .725 .613 .713 .778
Capital Gain Distributions Received1 .0002 .0002 .033 .110
Net Realized and Unrealized Gain (Loss) on Investments 2.406 1.643 (5.358) 3.680 1.987 .736
Total from Investment Operations 2.878 2.314 (4.600) 4.403 2.700 1.514
Distributions            
Dividends from Net Investment Income (.790) (.654) (.789) (.554) (.789) (.745)
Distributions from Realized Capital Gains (.878) (.610) (5.281) (1.599) (.361) (.669)
Total Distributions (1.668) (1.264) (6.070) (2.153) (1.150) (1.414)
Net Asset Value, End of Period $27.63 $26.42 $25.37 $36.04 $33.79 $32.24
Total Return3 11.05% 9.36% -15.83% 13.37% 8.51% 5.29%
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $38,373 $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% 0.08% 0.09%4 0.13% 0.13% 0.13%
Ratio of Net Investment Income to Average Net Assets 3.49% 2.52% 2.48% 1.73% 2.21% 2.51%
Portfolio Turnover Rate 2%5 3%5 14%5 5% 19% 13%
The expense ratio, acquired fund fees and expenses, and net investment income ratio for the current period have been annualized.
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.
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.
20

 

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 six months ended March 31, 2024, 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.
21

 

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 six months ended March 31, 2024, 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 six months ended March 31, 2024, 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
22

 

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 March 31, 2024, 100% of the market value of the fund's investments and derivatives was determined based on Level 1 inputs.
E.  As of March 31, 2024, 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 32,170,408
Gross Unrealized Appreciation 8,489,279
Gross Unrealized Depreciation (2,299,519)
Net Unrealized Appreciation (Depreciation) 6,189,760
F.  Capital shares issued and redeemed were:
  Six Months Ended
March 31, 2024
  Year Ended
September 30, 2023
  Shares
(000)
  Shares
(000)
Issued 42,799   101,678
Issued in Lieu of Cash Distributions 83,218   74,363
Redeemed (165,909)   (317,822)
Net Increase (Decrease) in Shares Outstanding (39,892)   (141,781)
23

 

Target Retirement 2020 Fund
G.  Transactions during the period in affiliated underlying Vanguard funds were as follows:
    Current Period Transactions  
  Sep. 30, 2023
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)
Mar. 31, 2024
Market Value
($000)
Vanguard Market Liquidity Fund 348,258 NA2 NA2 15 (44) 7,943 2 299,298
Vanguard Short-Term Inflation-Protected Securities Index Fund 4,451,843 110,535 19,549 (605) 86,028 62,448 4,628,252
Vanguard Total Bond Market II Index Fund 12,311,654 216,894 255,683 (20,496) 504,924 217,202 12,757,293
Vanguard Total International Bond II Index Fund 5,547,306 194,688 244,798 (32,318) 187,169 194,689 5,652,047
Vanguard Total International Stock Index Fund 6,117,582 112,712 890,358 139,183 595,346 112,711 6,074,465
Vanguard Total Stock Market Index Fund 8,977,444 153,372 2,025,512 1,038,816 800,288 70,545 8,944,408
Total 37,754,087 788,201 3,435,900 1,124,595 2,173,711 665,538 2 38,355,763
1 Includes $78,380,000 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.
H.  Significant market disruptions, such as those caused by pandemics, natural or environmental ‎disasters, war, 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.
I.  Management has determined that no events or transactions occurred subsequent to March 31, 2024, that would require recognition or disclosure in these financial statements.
24

 

Target Retirement 2025 Fund
Underlying Vanguard Funds
As of March 31, 2024
Vanguard Total Stock Market Index Fund Institutional Plus Shares 31.7%
Vanguard Total Bond Market II Index Fund Investor Shares 28.6
Vanguard Total International Stock Index Fund Investor Shares 21.4
Vanguard Total International Bond II Index Fund Institutional Shares 12.4
Vanguard Short-Term Inflation-Protected Securities Index Fund Admiral Shares 5.9
The table reflects the fund’s investments, except for short-term investments and derivatives.
25

 

Target Retirement 2025 Fund
Financial Statements (unaudited)
Schedule of Investments
As of March 31, 2024
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 (31.4%)
  Vanguard Total Stock Market Index Fund Institutional Plus Shares   102,475,304 24,337,885
International Stock Fund (21.1%)
  Vanguard Total International Stock Index Fund Investor Shares   846,339,573 16,376,671
U.S. Bond Funds (34.2%)
1 Vanguard Total Bond Market II Index Fund Investor Shares 2,330,143,820 21,973,256
  Vanguard Short-Term Inflation-Protected Securities Index Fund Admiral Shares   187,265,257  4,492,493
                      26,465,749
International Bond Fund (12.3%)
1 Vanguard Total International Bond II Index Fund Institutional Shares   360,303,692  9,530,032
Total Investment Companies (Cost $59,616,414) 76,710,337
Temporary Cash Investments (1.0%)
Money Market Fund (1.0%)
1 Vanguard Market Liquidity Fund, 5.407% (Cost $772,872)     7,731,042           772,949
Total Investments (100.0%) (Cost $60,389,286)   77,483,286
Other Assets and Liabilities—Net (0.0%)   (8,680)
Net Assets (100%)   77,474,606
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.
26

 

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 June 2024 4,417 489,390 1,986
E-mini S&P 500 Index June 2024 1,123 298,072 6,585
        8,571
  
See accompanying Notes, which are an integral part of the Financial Statements.
27

 

Target Retirement 2025 Fund
Statement of Assets and Liabilities
As of March 31, 2024
($000s, except shares, footnotes, and per-share amounts) Amount
Assets  
Investments in Securities, at Value—Affiliated Funds (Cost $60,389,286) 77,483,286
Cash Collateral Pledged—Futures Contracts 22,645
Receivables for Investment Securities Sold 17,140
Receivables for Accrued Income 88,569
Receivables for Capital Shares Issued 28,873
Variation Margin Receivable—Futures Contracts
Total Assets 77,640,513
Liabilities  
Due to Custodian 331
Payables for Investment Securities Purchased 88,525
Payables for Capital Shares Redeemed 77,051
Total Liabilities 165,907
Net Assets 77,474,606

At March 31, 2024, net assets consisted of:

   
Paid-in Capital 58,192,752
Total Distributable Earnings (Loss) 19,281,854
Net Assets 77,474,606
   
Net Assets  
Applicable to 4,059,478,902 outstanding $.001 par value shares of
beneficial interest (unlimited authorization)
77,474,606
Net Asset Value Per Share $19.08
See accompanying Notes, which are an integral part of the Financial Statements.
28

 

Target Retirement 2025 Fund
Statement of Operations
  Six Months Ended
March 31, 2024
  ($000)
Investment Income  
Income  
Income Distributions Received from Affiliated Funds 1,245,689
Net Investment Income—Note B 1,245,689
Realized Net Gain (Loss)  
Capital Gain Distributions Received from Affiliated Funds 5
Affiliated Funds Sold1 1,837,846
Futures Contracts 22,911
Realized Net Gain (Loss) 1,860,762
Change in Unrealized Appreciation (Depreciation)  
Affiliated Funds 6,035,843
Futures Contracts 31,439
Change in Unrealized Appreciation (Depreciation) 6,067,282
Net Increase (Decrease) in Net Assets Resulting from Operations 9,173,733
1 Includes $112,464,000 of net gain (loss) resulting from in-kind redemptions.
See accompanying Notes, which are an integral part of the Financial Statements.
29

 

Target Retirement 2025 Fund
Statement of Changes in Net Assets
  Six Months Ended
March 31,
2024
  Year Ended
September 30,
2023
  ($000)   ($000)
Increase (Decrease) in Net Assets      
Operations      
Net Investment Income 1,245,689   1,762,114
Realized Net Gain (Loss) 1,860,762   1,409,551
Change in Unrealized Appreciation (Depreciation) 6,067,282   4,750,817
Net Increase (Decrease) in Net Assets Resulting from Operations 9,173,733   7,922,482
Distributions      
Total Distributions (2,925,671)   (2,068,531)
Capital Share Transactions      
Issued 3,133,364   6,709,930
Issued in Lieu of Cash Distributions 2,869,836   2,031,053
Redeemed (6,956,481)   (11,801,508)
Net Increase (Decrease) from Capital Share Transactions (953,281)   (3,060,525)
Total Increase (Decrease) 5,294,781   2,793,426
Net Assets      
Beginning of Period 72,179,825   69,386,399
End of Period 77,474,606   72,179,825
See accompanying Notes, which are an integral part of the Financial Statements.
30

 

Target Retirement 2025 Fund
Financial Highlights
For a Share Outstanding
Throughout Each Period
Six Months
Ended
March 31,
2024
Year Ended September 30,
2023 2022 2021 2020 2019
Net Asset Value, Beginning of Period $17.55 $16.20 $22.84 $20.56 $19.34 $19.02
Investment Operations            
Net Investment Income1 .305 .418 .413 .362 .438 .464
Capital Gain Distributions Received1 .0002 .0002 .019 .063
Net Realized and Unrealized Gain (Loss) on Investments 1.953 1.426 (3.761) 2.792 1.292 .390
Total from Investment Operations 2.258 1.844 (3.329) 3.217 1.730 .854
Distributions            
Dividends from Net Investment Income (.505) (.368) (.440) (.356) (.471) (.434)
Distributions from Realized Capital Gains (.223) (.126) (2.871) (.581) (.039) (.100)
Total Distributions (.728) (.494) (3.311) (.937) (.510) (.534)
Net Asset Value, End of Period $19.08 $17.55 $16.20 $22.84 $20.56 $19.34
Total Return3 13.01% 11.56% -17.53% 15.93% 9.04% 4.89%
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $77,475 $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% 0.08% 0.09%4 0.13% 0.13% 0.13%
Ratio of Net Investment Income to Average Net Assets 3.33% 2.39% 2.19% 1.63% 2.25% 2.51%
Portfolio Turnover Rate 4%5 6%5 14%5 7% 21% 11%
The expense ratio, acquired fund fees and expenses, and net investment income ratio for the current period have been annualized.
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.
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.
31

 

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 six months ended March 31, 2024, 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.
32

 

Target Retirement 2025 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 six months ended March 31, 2024, 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 six months ended March 31, 2024, 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
33

 

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 March 31, 2024, 100% of the market value of the fund's investments and derivatives was determined based on Level 1 inputs.
E.  As of March 31, 2024, 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 60,448,537
Gross Unrealized Appreciation 20,966,880
Gross Unrealized Depreciation (3,923,560)
Net Unrealized Appreciation (Depreciation) 17,043,320
F.  Capital shares issued and redeemed were:
  Six Months Ended
March 31, 2024
  Year Ended
September 30, 2023
  Shares
(000)
  Shares
(000)
Issued 171,133   383,880
Issued in Lieu of Cash Distributions 155,715   122,574
Redeemed (380,578)   (677,360)
Net Increase (Decrease) in Shares Outstanding (53,730)   (170,906)
34

 

Target Retirement 2025 Fund
G.  Transactions during the period in affiliated underlying Vanguard funds were as follows:
    Current Period Transactions  
  Sep. 30, 2023
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)
Mar. 31, 2024
Market Value
($000)
Vanguard Market Liquidity Fund 850,233 NA2 NA2 25 (85) 20,099 5 772,949
Vanguard Short-Term Inflation-Protected Securities Index Fund 3,472,304 968,205 19,030 253 70,761 53,086 4,492,493
Vanguard Total Bond Market II Index Fund 20,404,221 863,167 106,759 2,157 810,470 365,108 21,973,256
Vanguard Total International Bond II Index Fund 9,039,251 349,651 118,921 (7,369) 267,420 325,964 9,530,032
Vanguard Total International Stock Index Fund 15,529,970 293,542 1,361,424 85,717 1,828,866 293,542 16,376,671
Vanguard Total Stock Market Index Fund 22,888,304 187,888 3,553,781 1,757,063 3,058,411 187,890 24,337,885
Total 72,184,283 2,662,453 5,159,915 1,837,846 6,035,843 1,245,689 5 77,483,286
1 Includes $339,330,000 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.
H.  Significant market disruptions, such as those caused by pandemics, natural or environmental ‎disasters, war, 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.
35

 

Target Retirement 2025 Fund
I.  Management has determined that no events or transactions occurred subsequent to March 31, 2024, that would require recognition or disclosure in these financial statements.
36

 

Target Retirement 2030 Fund
Underlying Vanguard Funds
As of March 31, 2024
Vanguard Total Stock Market Index Fund Institutional Plus Shares 37.5%
Vanguard Total Bond Market II Index Fund Investor Shares 26.2
Vanguard Total International Stock Index Fund Investor Shares 25.0
Vanguard Total International Bond II Index Fund Institutional Shares 11.3
The table reflects the fund’s investments, except for short-term investments and derivatives.
37

 

Target Retirement 2030 Fund
Financial Statements (unaudited)
Schedule of Investments
As of March 31, 2024
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 (37.2%)
  Vanguard Total Stock Market Index Fund Institutional Plus Shares   145,223,475 34,490,575
International Stock Fund (24.8%)
  Vanguard Total International Stock Index Fund Investor Shares 1,189,360,495 23,014,126
U.S. Bond Fund (25.9%)
1 Vanguard Total Bond Market II Index Fund Investor Shares 2,551,335,196 24,059,091
International Bond Fund (11.2%)
1 Vanguard Total International Bond II Index Fund Institutional Shares   392,881,940 10,391,727
Total Investment Companies (Cost $69,789,143) 91,955,519
Temporary Cash Investments (0.9%)
Money Market Fund (0.9%)
1 Vanguard Market Liquidity Fund, 5.407% (Cost $819,726)     8,199,714           819,808
Total Investments (100.0%) (Cost $70,608,869)   92,775,327
Other Assets and Liabilities—Net (0.0%)   19,747
Net Assets (100%)   92,795,074
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 June 2024 4,582 507,671 2,019
E-mini S&P 500 Index June 2024 1,299 344,787 7,617
        9,636
  
See accompanying Notes, which are an integral part of the Financial Statements.
38

 

Target Retirement 2030 Fund
Statement of Assets and Liabilities
As of March 31, 2024
($000s, except shares, footnotes, and per-share amounts) Amount
Assets  
Investments in Securities, at Value—Affiliated Funds (Cost $70,608,869) 92,775,327
Cash Collateral Pledged—Futures Contracts 25,065
Receivables for Investment Securities Sold 2,392
Receivables for Accrued Income 94,076
Receivables for Capital Shares Issued 58,642
Variation Margin Receivable—Futures Contracts
Total Assets 92,955,502
Liabilities  
Due to Custodian 342
Payables for Investment Securities Purchased 94,028
Payables for Capital Shares Redeemed 66,058
Total Liabilities 160,428
Net Assets 92,795,074

At March 31, 2024, net assets consisted of:

   
Paid-in Capital 69,679,463
Total Distributable Earnings (Loss) 23,115,611
Net Assets 92,795,074
   
Net Assets  
Applicable to 2,501,459,670 outstanding $.001 par value shares of
beneficial interest (unlimited authorization)
92,795,074
Net Asset Value Per Share $37.10
See accompanying Notes, which are an integral part of the Financial Statements.
39

 

Target Retirement 2030 Fund
Statement of Operations
  Six Months Ended
March 31, 2024
  ($000)
Investment Income  
Income  
Income Distributions Received from Affiliated Funds 1,396,302
Net Investment Income—Note B 1,396,302
Realized Net Gain (Loss)  
Capital Gain Distributions Received from Affiliated Funds 6
Affiliated Funds Sold1 613,616
Futures Contracts 31,891
Realized Net Gain (Loss) 645,513
Change in Unrealized Appreciation (Depreciation)  
Affiliated Funds 9,695,623
Futures Contracts 32,984
Change in Unrealized Appreciation (Depreciation) 9,728,607
Net Increase (Decrease) in Net Assets Resulting from Operations 11,770,422
1 Includes $191,891,000 of net gain (loss) resulting from in-kind redemptions.
See accompanying Notes, which are an integral part of the Financial Statements.
40

 

Target Retirement 2030 Fund
Statement of Changes in Net Assets
  Six Months Ended
March 31,
2024
  Year Ended
September 30,
2023
  ($000)   ($000)
Increase (Decrease) in Net Assets      
Operations      
Net Investment Income 1,396,302   1,859,970
Realized Net Gain (Loss) 645,513   610,299
Change in Unrealized Appreciation (Depreciation) 9,728,607   6,928,523
Net Increase (Decrease) in Net Assets Resulting from Operations 11,770,422   9,398,792
Distributions      
Total Distributions (2,243,420)   (1,883,769)
Capital Share Transactions      
Issued 5,504,169   10,157,450
Issued in Lieu of Cash Distributions 2,206,276   1,854,906
Redeemed (5,996,003)   (10,089,296)
Net Increase (Decrease) from Capital Share Transactions 1,714,442   1,923,060
Total Increase (Decrease) 11,241,444   9,438,083
Net Assets      
Beginning of Period 81,553,630   72,115,547
End of Period 92,795,074   81,553,630
See accompanying Notes, which are an integral part of the Financial Statements.
41

 

Target Retirement 2030 Fund
Financial Highlights
For a Share Outstanding
Throughout Each Period
Six Months
Ended
March 31,
2024
Year Ended September 30,
2023 2022 2021 2020 2019
Net Asset Value, Beginning of Period $33.23 $30.12 $43.40 $37.63 $35.22 $34.74
Investment Operations            
Net Investment Income1 .565 .767 .730 .679 .782 .830
Capital Gain Distributions Received1 .0002 .0002 .028 .098
Net Realized and Unrealized Gain (Loss) on Investments 4.225 3.137 (7.291) 6.031 2.495 .486
Total from Investment Operations 4.790 3.904 (6.533) 6.808 3.277 1.316
Distributions            
Dividends from Net Investment Income (.920) (.643) (.822) (.661) (.867) (.767)
Distributions from Realized Capital Gains (.151) (5.925) (.377) (.069)
Total Distributions (.920) (.794) (6.747) (1.038) (.867) (.836)
Net Asset Value, End of Period $37.10 $33.23 $30.12 $43.40 $37.63 $35.22
Total Return3 14.53% 13.14% -18.42% 18.29% 9.38% 4.15%
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $92,795 $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% 0.08% 0.09%4 0.13% 0.14% 0.14%
Ratio of Net Investment Income to Average Net Assets 3.22% 2.32% 2.07% 1.62% 2.20% 2.46%
Portfolio Turnover Rate 4%5 3%5 11%5 6% 21% 8%
The expense ratio, acquired fund fees and expenses, and net investment income ratio for the current period have been annualized.
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.
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.
42

 

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 six months ended March 31, 2024, 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.
43

 

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 six months ended March 31, 2024, 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 six months ended March 31, 2024, 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
44

 

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 March 31, 2024, 100% of the market value of the fund's investments and derivatives was determined based on Level 1 inputs.
E.  As of March 31, 2024, 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 70,715,187
Gross Unrealized Appreciation 25,922,491
Gross Unrealized Depreciation (3,852,715)
Net Unrealized Appreciation (Depreciation) 22,069,776
F.  Capital shares issued and redeemed were:
  Six Months Ended
March 31, 2024
  Year Ended
September 30, 2023
  Shares
(000)
  Shares
(000)
Issued 156,492   307,590
Issued in Lieu of Cash Distributions 62,026   59,567
Redeemed (171,117)   (307,233)
Net Increase (Decrease) in Shares Outstanding 47,401   59,924
45

 

Target Retirement 2030 Fund
G.  Transactions during the period in affiliated underlying Vanguard funds were as follows:
    Current Period Transactions  
  Sep. 30, 2023
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)
Mar. 31, 2024
Market Value
($000)
Vanguard Market Liquidity Fund 814,547 NA2 NA2 17 (82) 21,913 6 819,808
Vanguard Total Bond Market II Index Fund 20,775,602 2,576,543 132,699 4,326 835,319 383,180 24,059,091
Vanguard Total International Bond II Index Fund 9,013,314 1,174,283 56,871 1,056 259,945 335,653 10,391,727
Vanguard Total International Stock Index Fund 20,169,055 407,893 124,956 33,998 2,528,136 394,159 23,014,126
Vanguard Total Stock Market Index Fund 30,787,513 261,397 3,204,859 574,219 6,072,305 261,397 34,490,575
Total 81,560,031 4,420,116 3,519,385 613,616 9,695,623 1,396,302 6 92,775,327
1 Includes $501,960,000 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.
H.  Significant market disruptions, such as those caused by pandemics, natural or environmental ‎disasters, war, 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.
I.  Management has determined that no events or transactions occurred subsequent to March 31, 2024, that would require recognition or disclosure in these financial statements.
46

 

Target Retirement 2035 Fund
Underlying Vanguard Funds
As of March 31, 2024
Vanguard Total Stock Market Index Fund Institutional Plus Shares 42.7%
Vanguard Total International Stock Index Fund Investor Shares 27.4
Vanguard Total Bond Market II Index Fund Investor Shares 20.9
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.
47

 

Target Retirement 2035 Fund
Financial Statements (unaudited)
Schedule of Investments
As of March 31, 2024
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 (42.3%)
  Vanguard Total Stock Market Index Fund Institutional Plus Shares   171,235,659 40,668,469
International Stock Fund (27.1%)
  Vanguard Total International Stock Index Fund Investor Shares 1,346,396,021 26,052,763
U.S. Bond Fund (20.7%)
1 Vanguard Total Bond Market II Index Fund Investor Shares 2,105,973,663 19,859,332
International Bond Fund (9.0%)
1 Vanguard Total International Bond II Index Fund Institutional Shares   325,129,128  8,599,665
Total Investment Companies (Cost $68,950,388) 95,180,229
Temporary Cash Investments (0.9%)
Money Market Fund (0.9%)
1 Vanguard Market Liquidity Fund, 5.407% (Cost $886,396)     8,866,535           886,476
Total Investments (100.0%) (Cost $69,836,784)   96,066,705
Other Assets and Liabilities—Net (0.0%)   266
Net Assets (100%)   96,066,971
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 June 2024 4,783 529,942 2,073
E-mini S&P 500 Index June 2024 1,481 393,094 8,684
        10,757
  
See accompanying Notes, which are an integral part of the Financial Statements.
48

 

Target Retirement 2035 Fund
Statement of Assets and Liabilities
As of March 31, 2024
($000s, except shares, footnotes, and per-share amounts) Amount
Assets  
Investments in Securities, at Value—Affiliated Funds (Cost $69,836,784) 96,066,705
Cash Collateral Pledged—Futures Contracts 27,415
Receivables for Accrued Income 78,460
Receivables for Capital Shares Issued 63,224
Variation Margin Receivable—Futures Contracts 230
Total Assets 96,236,034
Liabilities  
Due to Custodian 570
Payables for Investment Securities Purchased 88,344
Payables for Capital Shares Redeemed 80,149
Total Liabilities 169,063
Net Assets 96,066,971

At March 31, 2024, net assets consisted of:

   
Paid-in Capital 69,032,411
Total Distributable Earnings (Loss) 27,034,560
Net Assets 96,066,971
   
Net Assets  
Applicable to 4,126,324,019 outstanding $.001 par value shares of
beneficial interest (unlimited authorization)
96,066,971
Net Asset Value Per Share $23.28
See accompanying Notes, which are an integral part of the Financial Statements.
49

 

Target Retirement 2035 Fund
Statement of Operations
  Six Months Ended
March 31, 2024
  ($000)
Investment Income  
Income  
Income Distributions Received from Affiliated Funds 1,356,877
Net Investment Income—Note B 1,356,877
Realized Net Gain (Loss)  
Capital Gain Distributions Received from Affiliated Funds 6
Affiliated Funds Sold1 444,108
Futures Contracts 43,723
Realized Net Gain (Loss) 487,837
Change in Unrealized Appreciation (Depreciation)  
Affiliated Funds 11,002,812
Futures Contracts 38,620
Change in Unrealized Appreciation (Depreciation) 11,041,432
Net Increase (Decrease) in Net Assets Resulting from Operations 12,886,146
1 Includes $241,220,000 of net gain (loss) resulting from in-kind redemptions.
See accompanying Notes, which are an integral part of the Financial Statements.
50

 

Target Retirement 2035 Fund
Statement of Changes in Net Assets
  Six Months Ended
March 31,
2024
  Year Ended
September 30,
2023
  ($000)   ($000)
Increase (Decrease) in Net Assets      
Operations      
Net Investment Income 1,356,877   1,835,942
Realized Net Gain (Loss) 487,837   781,472
Change in Unrealized Appreciation (Depreciation) 11,041,432   7,590,148
Net Increase (Decrease) in Net Assets Resulting from Operations 12,886,146   10,207,562
Distributions      
Total Distributions (2,189,743)   (1,976,113)
Capital Share Transactions      
Issued 5,915,555   10,669,339
Issued in Lieu of Cash Distributions 2,156,717   1,946,584
Redeemed (5,066,277)   (8,732,751)
Net Increase (Decrease) from Capital Share Transactions 3,005,995   3,883,172
Total Increase (Decrease) 13,702,398   12,114,621
Net Assets      
Beginning of Period 82,364,573   70,249,952
End of Period 96,066,971   82,364,573
See accompanying Notes, which are an integral part of the Financial Statements.
51

 

Target Retirement 2035 Fund
Financial Highlights
For a Share Outstanding
Throughout Each Period
Six Months
Ended
March 31,
2024
Year Ended September 30,
2023 2022 2021 2020 2019
Net Asset Value, Beginning of Period $20.64 $18.50 $27.25 $23.16 $21.60 $21.46
Investment Operations            
Net Investment Income1 .335 .471 .455 .430 .470 .500
Capital Gain Distributions Received1 .0002 .0002 .014 .046
Net Realized and Unrealized Gain (Loss) on Investments 2.853 2.192 (4.566) 4.244 1.614 .146
Total from Investment Operations 3.188 2.663 (4.097) 4.720 2.084 .646
Distributions            
Dividends from Net Investment Income (.548) (.402) (.559) (.409) (.524) (.464)
Distributions from Realized Capital Gains (.121) (4.094) (.221) (.042)
Total Distributions (.548) (.523) (4.653) (.630) (.524) (.506)
Net Asset Value, End of Period $23.28 $20.64 $18.50 $27.25 $23.16 $21.60
Total Return3 15.58% 14.61% -18.87% 20.60% 9.71% 3.37%
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $96,067 $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% 0.08% 0.09%4 0.14% 0.14% 0.14%
Ratio of Net Investment Income to Average Net Assets 3.06% 2.30% 2.08% 1.64% 2.15% 2.42%
Portfolio Turnover Rate 2%5 1%5 9%5 6% 18% 7%
The expense ratio, acquired fund fees and expenses, and net investment income ratio for the current period have been annualized.
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.
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.
52

 

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 six months ended March 31, 2024, 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.
53

 

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 six months ended March 31, 2024, 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 six months ended March 31, 2024, 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
54

 

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 March 31, 2024, 100% of the market value of the fund's investments and derivatives was determined based on Level 1 inputs.
E.  As of March 31, 2024, 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 69,933,055
Gross Unrealized Appreciation 29,191,647
Gross Unrealized Depreciation (3,047,240)
Net Unrealized Appreciation (Depreciation) 26,144,407
The fund’s tax-basis capital gains and losses are determined only at the end of each fiscal year. For tax purposes, at September 30, 2023, the fund had available capital losses totaling $66,450,000 that may be carried forward indefinitely to offset future net capital gains. The fund will use these capital losses to offset net taxable capital gains, if any, realized during the year ending September 30, 2024; should the fund realize net capital losses for the year, the losses will be added to the loss carryforward balance above.
F.  Capital shares issued and redeemed were:
  Six Months Ended
March 31, 2024
  Year Ended
September 30, 2023
  Shares
(000)
  Shares
(000)
Issued 269,672   521,644
Issued in Lieu of Cash Distributions 97,237   101,437
Redeemed (232,030)   (429,813)
Net Increase (Decrease) in Shares Outstanding 134,879   193,268
55

 

Target Retirement 2035 Fund
G.  Transactions during the period in affiliated underlying Vanguard funds were as follows:
    Current Period Transactions  
  Sep. 30, 2023
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)
Mar. 31, 2024
Market Value
($000)
Vanguard Market Liquidity Fund 912,183 NA2 NA2 22 (92) 24,427 6 886,476
Vanguard Total Bond Market II Index Fund 16,717,264 2,585,909 119,466 3,890 671,735 311,475 19,859,332
Vanguard Total International Bond II Index Fund 7,302,310 1,136,236 51,200 1,052 211,267 273,238 8,599,665
Vanguard Total International Stock Index Fund 22,548,234 765,457 157,438 42,430 2,854,080 443,640 26,052,763
Vanguard Total Stock Market Index Fund 34,890,772 304,098 2,188,937 396,714 7,265,822 304,097 40,668,469
Total 82,370,763 4,791,700 2,517,041 444,108 11,002,812 1,356,877 6 96,066,705
1 Includes $564,260,000 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.
H.  Significant market disruptions, such as those caused by pandemics, natural or environmental ‎disasters, war, 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.
I.  Management has determined that no events or transactions occurred subsequent to March 31, 2024, that would require recognition or disclosure in these financial statements.
56

 

Target Retirement 2040 Fund
Underlying Vanguard Funds
As of March 31, 2024
Vanguard Total Stock Market Index Fund Institutional Plus Shares 47.5%
Vanguard Total International Stock Index Fund Investor Shares 30.1
Vanguard Total Bond Market II Index Fund Investor Shares 15.6
Vanguard Total International Bond II Index Fund Institutional Shares 6.8
The table reflects the fund’s investments, except for short-term investments and derivatives.
57

 

Target Retirement 2040 Fund
Financial Statements (unaudited)
Schedule of Investments
As of March 31, 2024
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 (47.0%)
  Vanguard Total Stock Market Index Fund Institutional Plus Shares   168,525,905 40,024,902
International Stock Fund (29.9%)
  Vanguard Total International Stock Index Fund Investor Shares 1,313,838,980 25,422,784
U.S. Bond Fund (15.5%)
1 Vanguard Total Bond Market II Index Fund Investor Shares 1,397,518,669 13,178,601
International Bond Fund (6.7%)
1 Vanguard Total International Bond II Index Fund Institutional Shares   215,320,855  5,695,237
Total Investment Companies (Cost $59,977,986) 84,321,524
Temporary Cash Investments (0.9%)
Money Market Fund (0.9%)
1 Vanguard Market Liquidity Fund, 5.407% (Cost $742,804)     7,430,124           742,864
Total Investments (100.0%) (Cost $60,720,790)   85,064,388
Other Assets and Liabilities—Net (0.0%)   22,617
Net Assets (100%)   85,087,005
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 June 2024 3,673 406,957 1,632
E-mini S&P 500 Index June 2024 1,373 364,428 8,051
        9,683
  
See accompanying Notes, which are an integral part of the Financial Statements.
58

 

Target Retirement 2040 Fund
Statement of Assets and Liabilities
As of March 31, 2024
($000s, except shares, footnotes, and per-share amounts) Amount
Assets  
Investments in Securities, at Value—Affiliated Funds (Cost $60,720,790) 85,064,388
Cash Collateral Pledged—Futures Contracts 24,005
Receivables for Accrued Income 52,704
Receivables for Capital Shares Issued 64,795
Variation Margin Receivable—Futures Contracts 10
Total Assets 85,205,902
Liabilities  
Due to Custodian 279
Payables for Investment Securities Purchased 53,001
Payables for Capital Shares Redeemed 65,617
Total Liabilities 118,897
Net Assets 85,087,005

At March 31, 2024, net assets consisted of:

   
Paid-in Capital 60,154,255
Total Distributable Earnings (Loss) 24,932,750
Net Assets 85,087,005
   
Net Assets  
Applicable to 2,045,390,391 outstanding $.001 par value shares of
beneficial interest (unlimited authorization)
85,087,005
Net Asset Value Per Share $41.60
See accompanying Notes, which are an integral part of the Financial Statements.
59

 

Target Retirement 2040 Fund
Statement of Operations
  Six Months Ended
March 31, 2024
  ($000)
Investment Income  
Income  
Income Distributions Received from Affiliated Funds 1,133,405
Net Investment Income—Note B 1,133,405
Realized Net Gain (Loss)  
Capital Gain Distributions Received from Affiliated Funds 4
Affiliated Funds Sold1 346,251
Futures Contracts 29,410
Realized Net Gain (Loss) 375,665
Change in Unrealized Appreciation (Depreciation)  
Affiliated Funds 10,533,218
Futures Contracts 31,739
Change in Unrealized Appreciation (Depreciation) 10,564,957
Net Increase (Decrease) in Net Assets Resulting from Operations 12,074,027
1 Includes $240,276,000 of net gain (loss) resulting from in-kind redemptions.
See accompanying Notes, which are an integral part of the Financial Statements.
60

 

Target Retirement 2040 Fund
Statement of Changes in Net Assets
  Six Months Ended
March 31,
2024
  Year Ended
September 30,
2023
  ($000)   ($000)
Increase (Decrease) in Net Assets      
Operations      
Net Investment Income 1,133,405   1,580,870
Realized Net Gain (Loss) 375,665   812,659
Change in Unrealized Appreciation (Depreciation) 10,564,957   7,324,732
Net Increase (Decrease) in Net Assets Resulting from Operations 12,074,027   9,718,261
Distributions      
Total Distributions (1,851,778)   (1,648,245)
Capital Share Transactions      
Issued 5,443,091   9,888,244
Issued in Lieu of Cash Distributions 1,824,415   1,625,528
Redeemed (4,568,006)   (7,781,857)
Net Increase (Decrease) from Capital Share Transactions 2,699,500   3,731,915
Total Increase (Decrease) 12,921,749   11,801,931
Net Assets      
Beginning of Period 72,165,256   60,363,325
End of Period 85,087,005   72,165,256
See accompanying Notes, which are an integral part of the Financial Statements.
61

 

Target Retirement 2040 Fund
Financial Highlights
For a Share Outstanding
Throughout Each Period
Six Months
Ended
March 31,
2024
Year Ended September 30,
2023 2022 2021 2020 2019
Net Asset Value, Beginning of Period $36.50 $32.25 $48.29 $40.07 $37.27 $37.26
Investment Operations            
Net Investment Income1 .565 .821 .797 .764 .799 .850
Capital Gain Distributions Received1 .0002 .0002 .017 .057
Net Realized and Unrealized Gain (Loss) on Investments 5.471 4.315 (8.162) 8.312 2.892 (.005)
Total from Investment Operations 6.036 5.136 (7.348) 9.133 3.691 .845
Distributions            
Dividends from Net Investment Income (.936) (.714) (1.003) (.719) (.891) (.779)
Distributions from Realized Capital Gains (.172) (7.689) (.194) (.056)
Total Distributions (.936) (.886) (8.692) (.913) (.891) (.835)
Net Asset Value, End of Period $41.60 $36.50 $32.25 $48.29 $40.07 $37.27
Total Return3 16.68% 16.15% -19.42% 23.00% 9.96% 2.63%
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $85,087 $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% 0.08% 0.09%4 0.14% 0.14% 0.14%
Ratio of Net Investment Income to Average Net Assets 2.91% 2.27% 2.08% 1.66% 2.12% 2.38%
Portfolio Turnover Rate 2%5 1%5 7%5 5% 13% 5%
The expense ratio, acquired fund fees and expenses, and net investment income ratio for the current period have been annualized.
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.
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.
62

 

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 six months ended March 31, 2024, 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.
63

 

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 six months ended March 31, 2024, 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 six months ended March 31, 2024, 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
64

 

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 March 31, 2024, 100% of the market value of the fund's investments and derivatives was determined based on Level 1 inputs.
E.  As of March 31, 2024, 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 60,839,758
Gross Unrealized Appreciation 26,275,440
Gross Unrealized Depreciation (2,041,127)
Net Unrealized Appreciation (Depreciation) 24,234,313
The fund’s tax-basis capital gains and losses are determined only at the end of each fiscal year. For tax purposes, at September 30, 2023, the fund had available capital losses totaling $65,848,000 that may be carried forward indefinitely to offset future net capital gains. The fund will use these capital losses to offset net taxable capital gains, if any, realized during the year ending September 30, 2024; should the fund realize net capital losses for the year, the losses will be added to the loss carryforward balance above.
F.  Capital shares issued and redeemed were:
  Six Months Ended
March 31, 2024
  Year Ended
September 30, 2023
  Shares
(000)
  Shares
(000)
Issued 139,685   274,531
Issued in Lieu of Cash Distributions 46,328   48,264
Redeemed (117,701)   (217,354)
Net Increase (Decrease) in Shares Outstanding 68,312   105,441
65

 

Target Retirement 2040 Fund
G.  Transactions during the period in affiliated underlying Vanguard funds were as follows:
    Current Period Transactions  
  Sep. 30, 2023
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)
Mar. 31, 2024
Market Value
($000)
Vanguard Market Liquidity Fund 742,525 NA2 NA2 18 (81) 18,242 4 742,864
Vanguard Total Bond Market II Index Fund 11,174,009 1,639,366 84,004 2,600 446,630 206,995 13,178,601
Vanguard Total International Bond II Index Fund 4,726,925 864,671 35,852 701 138,792 180,055 5,695,237
Vanguard Total International Stock Index Fund 21,635,460 1,123,082 161,977 40,972 2,785,247 431,255 25,422,784
Vanguard Total Stock Market Index Fund 33,874,355 296,858 1,610,901 301,960 7,162,630 296,858 40,024,902
Total 72,153,274 3,923,977 1,892,734 346,251 10,533,218 1,133,405 4 85,064,388
1 Includes $524,450,000 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.
H.  Significant market disruptions, such as those caused by pandemics, natural or environmental ‎disasters, war, 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.
I.  Management has determined that no events or transactions occurred subsequent to March 31, 2024, that would require recognition or disclosure in these financial statements.
66

 

Trustees Approve Advisory Arrangements
The board of trustees of Vanguard Target Retirement Funds has renewed each fund’s investment advisory arrangement with The Vanguard Group, Inc. (Vanguard), through its Equity Index Group. The board determined that continuing each fund’s internalized management structure was in the best interests of the funds and their 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 monthly presentations to the board during the fiscal year that directed the board’s focus to relevant information and topics.
The board, or an investment committee made up of board members, also received information throughout the year during advisor presentations conducted by the Portfolio Review Department. 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 each 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 materials that summarized the information they received over the course of the year. They also considered the factors discussed below, among others. However, no single factor determined whether the board approved the arrangements. Rather, it was the totality of the circumstances that drove the board’s decisions.
Nature, extent, and quality of services
The board reviewed the quality of the funds’ 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 Vanguard has been managing investments for more than four decades. The Equity Index Group adheres to a sound, disciplined investment management process; the team has considerable experience, stability, and depth.
The board concluded that Vanguard’s experience, stability, depth, and performance, among other factors, warranted continuation of the advisory arrangements.
Investment performance
The board considered the performance of each 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 arrangements should continue.
Cost
The board concluded that each fund’s acquired fund fees and expenses were below the average expense ratios charged by funds in its respective peer group. The funds do not incur advisory expenses directly; however, the board noted that each of the underlying funds in which the funds invest has advisory expenses below the relevant peer-group average.
The board does not conduct a profitability analysis of Vanguard because of Vanguard’s unique structure. Unlike most other mutual fund management companies, Vanguard is owned by the funds it oversees.
67

 

The benefit of economies of scale
The board concluded that Vanguard’s arrangements with the Target Retirement Funds and their underlying funds ensure that the funds will realize economies of scale as they grow, with the cost to shareholders declining as assets increase.
The board will consider whether to renew the advisory arrangements again after a one-year period.
68

 

Liquidity Risk Management
Vanguard funds (except for the money market funds) have adopted and implemented a written liquidity risk management program (the “Program”) as required by Rule 22e-4 under the Investment Company Act of 1940. Rule 22e-4 requires that each fund adopt a program that is reasonably designed to assess and manage the fund’s liquidity risk, which is the risk that the fund could not meet redemption requests without significant dilution of remaining investors’ interests in the fund.
Assessment and management of a fund’s liquidity risk under the Program take into consideration certain factors, such as the fund’s investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed conditions, its short- and long-term cash-flow projections during both normal and reasonably foreseeable stressed conditions, and its cash and cash-equivalent holdings and access to other funding sources. As required by the rule, the Program includes policies and procedures for classification of fund portfolio holdings in four liquidity categories, maintaining certain levels of highly liquid investments, and limiting holdings of illiquid investments.
The board of trustees of Vanguard Chester Funds approved the appointment of liquidity risk management program administrators responsible for administering the Program for 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, and for carrying out the specific responsibilities set forth in the Program, including reporting to the board on at least an annual basis regarding the Program's operation, its adequacy, and the effectiveness of its implementation for the past year (the “Program Administrator Report”). The board has reviewed the Program Administrator Report covering the period from January 1, 2023, through December 31, 2023 (the “Review Period”). The Program Administrator Report stated that during the Review Period the Program operated and was implemented effectively to manage the funds' liquidity risk.
69

 

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.
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.
© 2024 The Vanguard Group, Inc.
All rights reserved.
Vanguard Marketing Corporation, Distributor.
Q3082 052024

Semiannual Report  |  March 31, 2024
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.

 

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.
1

 

Six Months Ended March 31, 2024      
  Beginning
Account Value
9/30/2023
Ending
Account Value
3/31/2024
Expenses
Paid During
Period
Based on Actual Fund Return      
Target Retirement 2045 Fund $1,000.00 $1,177.00 $0.44
Target Retirement 2050 Fund $1,000.00 $1,184.20 $0.44
Target Retirement 2055 Fund $1,000.00 $1,184.00 $0.44
Target Retirement 2060 Fund $1,000.00 $1,184.10 $0.44
Target Retirement 2065 Fund $1,000.00 $1,184.10 $0.44
Target Retirement 2070 Fund $1,000.00 $1,184.50 $0.44
Based on Hypothetical 5% Yearly Return      
Target Retirement 2045 Fund $1,000.00 $1,024.60 $0.40
Target Retirement 2050 Fund $1,000.00 $1,024.60 $0.40
Target Retirement 2055 Fund $1,000.00 $1,024.60 $0.40
Target Retirement 2060 Fund $1,000.00 $1,024.60 $0.40
Target Retirement 2065 Fund $1,000.00 $1,024.60 $0.40
Target Retirement 2070 Fund $1,000.00 $1,024.60 $0.40
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 (183/366).
2

 

Target Retirement 2045 Fund
Underlying Vanguard Funds
As of March 31, 2024
Vanguard Total Stock Market Index Fund Institutional Plus Shares 52.2%
Vanguard Total International Stock Index Fund Investor Shares 32.6
Vanguard Total Bond Market II Index Fund Investor Shares 10.5
Vanguard Total International Bond II Index Fund Institutional Shares 4.7
The table reflects the fund’s investments, except for short-term investments and derivatives.
3

 

Target Retirement 2045 Fund
Financial Statements (unaudited)
Schedule of Investments
As of March 31, 2024
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 (51.7%)
  Vanguard Total Stock Market Index Fund Institutional Plus Shares   179,784,077 42,698,718
International Stock Fund (32.3%)
  Vanguard Total International Stock Index Fund Investor Shares 1,379,141,895 26,686,396
U.S. Bond Fund (10.4%)
1 Vanguard Total Bond Market II Index Fund Investor Shares   911,960,219  8,599,785
International Bond Fund (4.7%)
1 Vanguard Total International Bond II Index Fund Institutional Shares   145,672,879  3,853,047
Total Investment Companies (Cost $56,112,054) 81,837,946
Temporary Cash Investments (0.9%)
Money Market Fund (0.9%)
1 Vanguard Market Liquidity Fund, 5.407% (Cost $770,360)     7,705,845           770,431
Total Investments (100.0%) (Cost $56,882,414)   82,608,377
Other Assets and Liabilities—Net (0.0%)   (2,896)
Net Assets (100%)   82,605,481
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 June 2024 4,102 454,489 1,756
E-mini S&P 500 Index June 2024 1,340 355,669 7,857
        9,613
  
See accompanying Notes, which are an integral part of the Financial Statements.
4

 

Target Retirement 2045 Fund
Statement of Assets and Liabilities
As of March 31, 2024
($000s, except shares, footnotes, and per-share amounts) Amount
Assets  
Investments in Securities, at Value—Affiliated Funds (Cost $56,882,414) 82,608,377
Cash Collateral Pledged—Futures Contracts 24,160
Receivables for Accrued Income 35,831
Receivables for Capital Shares Issued 67,692
Variation Margin Receivable—Futures Contracts 370
Total Assets 82,736,430
Liabilities  
Due to Custodian 649
Payables for Investment Securities Purchased 51,831
Payables for Capital Shares Redeemed 78,469
Total Liabilities 130,949
Net Assets 82,605,481

At March 31, 2024, net assets consisted of:

   
Paid-in Capital 56,363,652
Total Distributable Earnings (Loss) 26,241,829
Net Assets 82,605,481
   
Net Assets  
Applicable to 2,910,301,045 outstanding $.001 par value shares of
beneficial interest (unlimited authorization)
82,605,481
Net Asset Value Per Share $28.38
See accompanying Notes, which are an integral part of the Financial Statements.
5

 

Target Retirement 2045 Fund
Statement of Operations
  Six Months Ended
March 31, 2024
  ($000)
Investment Income  
Income  
Income Distributions Received from Affiliated Funds 1,033,466
Net Investment Income—Note B 1,033,466
Realized Net Gain (Loss)  
Capital Gain Distributions Received from Affiliated Funds 5
Affiliated Funds Sold1 289,623
Futures Contracts 31,976
Realized Net Gain (Loss) 321,604
Change in Unrealized Appreciation (Depreciation)  
Affiliated Funds 10,873,870
Futures Contracts 35,992
Change in Unrealized Appreciation (Depreciation) 10,909,862
Net Increase (Decrease) in Net Assets Resulting from Operations 12,264,932
1 Includes $285,618,000 of net gain (loss) resulting from in-kind redemptions.
See accompanying Notes, which are an integral part of the Financial Statements.
6

 

Target Retirement 2045 Fund
Statement of Changes in Net Assets
  Six Months Ended
March 31,
2024
  Year Ended
September 30,
2023
  ($000)   ($000)
Increase (Decrease) in Net Assets      
Operations      
Net Investment Income 1,033,466   1,474,423
Realized Net Gain (Loss) 321,604   898,295
Change in Unrealized Appreciation (Depreciation) 10,909,862   7,499,425
Net Increase (Decrease) in Net Assets Resulting from Operations 12,264,932   9,872,143
Distributions      
Total Distributions (1,701,640)   (1,622,229)
Capital Share Transactions      
Issued 5,561,023   9,893,868
Issued in Lieu of Cash Distributions 1,674,884   1,597,470
Redeemed (3,974,822)   (6,881,466)
Net Increase (Decrease) from Capital Share Transactions 3,261,085   4,609,872
Total Increase (Decrease) 13,824,377   12,859,786
Net Assets      
Beginning of Period 68,781,104   55,921,318
End of Period 82,605,481   68,781,104
See accompanying Notes, which are an integral part of the Financial Statements.
7

 

Target Retirement 2045 Fund
Financial Highlights
For a Share Outstanding
Throughout Each Period
Six Months
Ended
March 31,
2024
Year Ended September 30,
2023 2022 2021 2020 2019
Net Asset Value, Beginning of Period $24.66 $21.54 $31.04 $25.22 $23.38 $23.49
Investment Operations            
Net Investment Income1 .364 .548 .536 .495 .492 .527
Capital Gain Distributions Received1 .0002 .0002 .007 .020
Net Realized and Unrealized Gain (Loss) on Investments 3.964 3.200 (5.672) 5.840 1.900 (.128)
Total from Investment Operations 4.328 3.748 (5.129) 6.355 2.392 .399
Distributions            
Dividends from Net Investment Income (.608) (.486) (.629) (.452) (.552) (.483)
Distributions from Realized Capital Gains (.142) (3.742) (.083) (.026)
Total Distributions (.608) (.628) (4.371) (.535) (.552) (.509)
Net Asset Value, End of Period $28.38 $24.66 $21.54 $31.04 $25.22 $23.38
Total Return3 17.70% 17.67% -19.93% 25.42% 10.27% 2.06%
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $82,605 $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% 0.08% 0.09%4 0.15% 0.15% 0.15%
Ratio of Net Investment Income to Average Net Assets 2.76% 2.25% 2.09% 1.68% 2.08% 2.35%
Portfolio Turnover Rate 1%5 1%5 5%5 4% 9% 4%
The expense ratio, acquired fund fees and expenses, and net investment income ratio for the current period have been annualized.
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.
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.
8

 

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 six months ended March 31, 2024, 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.
9

 

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 six months ended March 31, 2024, 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 six months ended March 31, 2024, 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
10

 

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 March 31, 2024, 100% of the market value of the fund's investments and derivatives was determined based on Level 1 inputs.
E.  As of March 31, 2024, 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 56,971,300
Gross Unrealized Appreciation 26,934,628
Gross Unrealized Depreciation (1,287,938)
Net Unrealized Appreciation (Depreciation) 25,646,690
The fund’s tax-basis capital gains and losses are determined only at the end of each fiscal year. For tax purposes, at September 30, 2023, the fund had available capital losses totaling $93,310,000 that may be carried forward indefinitely to offset future net capital gains. The fund will use these capital losses to offset net taxable capital gains, if any, realized during the year ending September 30, 2024; should the fund realize net capital losses for the year, the losses will be added to the loss carryforward balance above.
F.  Capital shares issued and redeemed were:
  Six Months Ended
March 31, 2024
  Year Ended
September 30, 2023
  Shares
(000)
  Shares
(000)
Issued 210,272   407,526
Issued in Lieu of Cash Distributions 62,706   70,747
Redeemed (151,454)   (285,799)
Net Increase (Decrease) in Shares Outstanding 121,524   192,474
11

 

Target Retirement 2045 Fund
G.  Transactions during the period in affiliated underlying Vanguard funds were as follows:
    Current Period Transactions  
  Sep. 30, 2023
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)
Mar. 31, 2024
Market Value
($000)
Vanguard Market Liquidity Fund 837,984 NA2 NA2 21 (84) 20,700 5 770,431
Vanguard Total Bond Market II Index Fund 7,074,053 1,311,327 69,356 1,386 282,375 132,546 8,599,785
Vanguard Total International Bond II Index Fund 2,871,702 920,749 26,731 556 86,771 114,816 3,853,047
Vanguard Total International Stock Index Fund 22,753,830 1,173,896 198,039 43,703 2,913,006 451,966 26,686,396
Vanguard Total Stock Market Index Fund 35,242,139 325,058 704,238 243,957 7,591,802 313,438 42,698,718
Total 68,779,708 3,731,030 998,364 289,623 10,873,870 1,033,466 5 82,608,377
1 Includes $584,200,000 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.
H.  Significant market disruptions, such as those caused by pandemics, natural or environmental ‎disasters, war, 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.
I.  Management has determined that no events or transactions occurred subsequent to March 31, 2024, that would require recognition or disclosure in these financial statements.
12

 

Target Retirement 2050 Fund
Underlying Vanguard Funds
As of March 31, 2024
Vanguard Total Stock Market Index Fund Institutional Plus Shares 54.3%
Vanguard Total International Stock Index Fund Investor Shares 36.0
Vanguard Total Bond Market II Index Fund Investor Shares 6.7
Vanguard Total International Bond II Index Fund Institutional Shares 3.0
The table reflects the fund’s investments, except for short-term investments and derivatives.
13

 

Target Retirement 2050 Fund
Financial Statements (unaudited)
Schedule of Investments
As of March 31, 2024
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 (53.9%)
  Vanguard Total Stock Market Index Fund Institutional Plus Shares   157,161,208 37,325,787
International Stock Fund (35.7%)
  Vanguard Total International Stock Index Fund Investor Shares 1,278,972,170 24,748,111
U.S. Bond Fund (6.6%)
1 Vanguard Total Bond Market II Index Fund Investor Shares   485,478,115  4,578,059
International Bond Fund (3.0%)
1 Vanguard Total International Bond II Index Fund Institutional Shares    78,297,245  2,070,962
Total Investment Companies (Cost $48,856,509) 68,722,919
Temporary Cash Investments (0.8%)
Money Market Fund (0.8%)
1 Vanguard Market Liquidity Fund, 5.407% (Cost $526,936)     5,271,134           527,008
Total Investments (100.0%) (Cost $49,383,445)   69,249,927
Other Assets and Liabilities—Net (0.0%)   30,140
Net Assets (100%)   69,280,067
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 June 2024 2,654 294,055 1,128
E-mini S&P 500 Index June 2024 1,031 273,653 6,046
        7,174
  
See accompanying Notes, which are an integral part of the Financial Statements.
14

 

Target Retirement 2050 Fund
Statement of Assets and Liabilities
As of March 31, 2024
($000s, except shares, footnotes, and per-share amounts) Amount
Assets  
Investments in Securities, at Value—Affiliated Funds (Cost $49,383,445) 69,249,927
Cash Collateral Pledged—Futures Contracts 17,523
Receivables for Accrued Income 19,853
Receivables for Capital Shares Issued 71,966
Variation Margin Receivable—Futures Contracts 290
Total Assets 69,359,559
Liabilities  
Due to Custodian 466
Payables for Investment Securities Purchased 32,179
Payables for Capital Shares Redeemed 46,847
Total Liabilities 79,492
Net Assets 69,280,067

At March 31, 2024, net assets consisted of:

   
Paid-in Capital 49,051,854
Total Distributable Earnings (Loss) 20,228,213
Net Assets 69,280,067
   
Net Assets  
Applicable to 1,458,654,102 outstanding $.001 par value shares of
beneficial interest (unlimited authorization)
69,280,067
Net Asset Value Per Share $47.50
See accompanying Notes, which are an integral part of the Financial Statements.
15

 

Target Retirement 2050 Fund
Statement of Operations
  Six Months Ended
March 31, 2024
  ($000)
Investment Income  
Income  
Income Distributions Received from Affiliated Funds 828,825
Net Investment Income—Note B 828,825
Realized Net Gain (Loss)  
Capital Gain Distributions Received from Affiliated Funds 3
Affiliated Funds Sold1 215,874
Futures Contracts 24,415
Realized Net Gain (Loss) 240,292
Change in Unrealized Appreciation (Depreciation)  
Affiliated Funds 9,472,234
Futures Contracts 27,699
Change in Unrealized Appreciation (Depreciation) 9,499,933
Net Increase (Decrease) in Net Assets Resulting from Operations 10,569,050
1 Includes $217,242,000 of net gain (loss) resulting from in-kind redemptions.
See accompanying Notes, which are an integral part of the Financial Statements.
16

 

Target Retirement 2050 Fund
Statement of Changes in Net Assets
  Six Months Ended
March 31,
2024
  Year Ended
September 30,
2023
  ($000)   ($000)
Increase (Decrease) in Net Assets      
Operations      
Net Investment Income 828,825   1,192,157
Realized Net Gain (Loss) 240,292   847,632
Change in Unrealized Appreciation (Depreciation) 9,499,933   6,221,469
Net Increase (Decrease) in Net Assets Resulting from Operations 10,569,050   8,261,258
Distributions      
Total Distributions (1,372,680)   (1,134,127)
Capital Share Transactions      
Issued 5,568,625   9,932,027
Issued in Lieu of Cash Distributions 1,350,228   1,115,771
Redeemed (3,472,072)   (6,274,244)
Net Increase (Decrease) from Capital Share Transactions 3,446,781   4,773,554
Total Increase (Decrease) 12,643,151   11,900,685
Net Assets      
Beginning of Period 56,636,916   44,736,231
End of Period 69,280,067   56,636,916
See accompanying Notes, which are an integral part of the Financial Statements.
17

 

Target Retirement 2050 Fund
Financial Highlights
For a Share Outstanding
Throughout Each Period
Six Months
Ended
March 31,
2024
Year Ended September 30,
2023 2022 2021 2020 2019
Net Asset Value, Beginning of Period $41.00 $35.44 $50.09 $40.60 $37.63 $37.80
Investment Operations            
Net Investment Income1 .586 .904 .884 .798 .793 .851
Capital Gain Distributions Received1 .0002 .0002 .009 .031
Net Realized and Unrealized Gain (Loss) on Investments 6.898 5.557 (9.524) 9.498 3.053 (.204)
Total from Investment Operations 7.484 6.461 (8.631) 10.327 3.846 .647
Distributions            
Dividends from Net Investment Income (.984) (.805) (1.026) (.741) (.876) (.789)
Distributions from Realized Capital Gains (.096) (4.993) (.096) (.028)
Total Distributions (.984) (.901) (6.019) (.837) (.876) (.817)
Net Asset Value, End of Period $47.50 $41.00 $35.44 $50.09 $40.60 $37.63
Total Return3 18.42% 18.48% -20.18% 25.65% 10.26% 2.07%
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $69,280 $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% 0.08% 0.09%4 0.15% 0.15% 0.15%
Ratio of Net Investment Income to Average Net Assets 2.67% 2.24% 2.10% 1.68% 2.08% 2.36%
Portfolio Turnover Rate 0%5 2%5 4%5 4% 9% 3%
The expense ratio, acquired fund fees and expenses, and net investment income ratio for the current period have been annualized.
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.
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.
18

 

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 six months ended March 31, 2024, 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.
19

 

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 six months ended March 31, 2024, 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 six months ended March 31, 2024, 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
20

 

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 March 31, 2024, 100% of the market value of the fund's investments and derivatives was determined based on Level 1 inputs.
E.  As of March 31, 2024, 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 49,506,663
Gross Unrealized Appreciation 20,600,568
Gross Unrealized Depreciation (850,130)
Net Unrealized Appreciation (Depreciation) 19,750,438
The fund’s tax-basis capital gains and losses are determined only at the end of each fiscal year. For tax purposes, at September 30, 2023, the fund had available capital losses totaling $58,854,000 that may be carried forward indefinitely to offset future net capital gains. The fund will use these capital losses to offset net taxable capital gains, if any, realized during the year ending September 30, 2024; should the fund realize net capital losses for the year, the losses will be added to the loss carryforward balance above.
F.  Capital shares issued and redeemed were:
  Six Months Ended
March 31, 2024
  Year Ended
September 30, 2023
  Shares
(000)
  Shares
(000)
Issued 126,352   246,763
Issued in Lieu of Cash Distributions 30,329   29,841
Redeemed (79,426)   (157,371)
Net Increase (Decrease) in Shares Outstanding 77,255   119,233
21

 

Target Retirement 2050 Fund
G.  Transactions during the period in affiliated underlying Vanguard funds were as follows:
    Current Period Transactions  
  Sep. 30, 2023
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)
Mar. 31, 2024
Market Value
($000)
Vanguard Market Liquidity Fund 595,128 NA2 NA2 17 (58) 14,336 3 527,008
Vanguard Total Bond Market II Index Fund 3,975,264 595,324 150,309 (2,286) 160,066 73,091 4,578,059
Vanguard Total International Bond II Index Fund 1,552,897 484,157 13,419 218 47,109 59,696 2,070,962
Vanguard Total International Stock Index Fund 20,316,546 1,985,340 227,855 35,193 2,638,887 409,084 24,748,111
Vanguard Total Stock Market Index Fund 30,192,144 644,799 320,118 182,732 6,626,230 272,618 37,325,787
Total 56,631,979 3,709,620 711,701 215,874 9,472,234 828,825 3 69,249,927
1 Includes $447,300,000 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.
H.  Significant market disruptions, such as those caused by pandemics, natural or environmental ‎disasters, war, 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.
I.  Management has determined that no events or transactions occurred subsequent to March 31, 2024, that would require recognition or disclosure in these financial statements.
22

 

Target Retirement 2055 Fund
Underlying Vanguard Funds
As of March 31, 2024
Vanguard Total Stock Market Index Fund Institutional Plus Shares 54.2%
Vanguard Total International Stock Index Fund Investor Shares 36.0
Vanguard Total Bond Market II Index Fund Investor Shares 6.8
Vanguard Total International Bond II Index Fund Institutional Shares 3.0
The table reflects the fund’s investments, except for short-term investments and derivatives.
23

 

Target Retirement 2055 Fund
Financial Statements (unaudited)
Schedule of Investments
As of March 31, 2024
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 (99.3%)
U.S. Stock Fund (53.8%)
  Vanguard Total Stock Market Index Fund Institutional Plus Shares 104,052,825 24,712,546
International Stock Fund (35.8%)
  Vanguard Total International Stock Index Fund Investor Shares 849,467,659 16,437,199
U.S. Bond Fund (6.7%)
1 Vanguard Total Bond Market II Index Fund Investor Shares 326,629,680  3,080,118
International Bond Fund (3.0%)
1 Vanguard Total International Bond II Index Fund Institutional Shares  51,928,778  1,373,516
Total Investment Companies (Cost $34,861,617) 45,603,379
Temporary Cash Investments (0.7%)
Money Market Fund (0.7%)
1 Vanguard Market Liquidity Fund, 5.407% (Cost $309,714)   3,098,242           309,763
Total Investments (100.0%) (Cost $35,171,331)   45,913,142
Other Assets and Liabilities—Net (0.0%)   20,470
Net Assets (100%)   45,933,612
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 June 2024 1,385 153,454 571
E-mini S&P 500 Index June 2024 681 180,754 3,993
        4,564
  
See accompanying Notes, which are an integral part of the Financial Statements.
24

 

Target Retirement 2055 Fund
Statement of Assets and Liabilities
As of March 31, 2024
($000s, except shares, footnotes, and per-share amounts) Amount
Assets  
Investments in Securities, at Value—Affiliated Funds (Cost $35,171,331) 45,913,142
Cash Collateral Pledged—Futures Contracts 10,749
Receivables for Accrued Income 13,084
Receivables for Capital Shares Issued 63,062
Variation Margin Receivable—Futures Contracts 230
Total Assets 46,000,267
Liabilities  
Due to Custodian 314
Payables for Investment Securities Purchased 25,411
Payables for Capital Shares Redeemed 40,930
Total Liabilities 66,655
Net Assets 45,933,612

At March 31, 2024, net assets consisted of:

   
Paid-in Capital 34,904,643
Total Distributable Earnings (Loss) 11,028,969
Net Assets 45,933,612
   
Net Assets  
Applicable to 866,699,701 outstanding $.001 par value shares of
beneficial interest (unlimited authorization)
45,933,612
Net Asset Value Per Share $53.00
See accompanying Notes, which are an integral part of the Financial Statements.
25

 

Target Retirement 2055 Fund
Statement of Operations
  Six Months Ended
March 31, 2024
  ($000)
Investment Income  
Income  
Income Distributions Received from Affiliated Funds 544,702
Net Investment Income—Note B 544,702
Realized Net Gain (Loss)  
Capital Gain Distributions Received from Affiliated Funds 2
Affiliated Funds Sold1 157,256
Futures Contracts 16,884
Realized Net Gain (Loss) 174,142
Change in Unrealized Appreciation (Depreciation)  
Affiliated Funds 6,202,590
Futures Contracts 17,288
Change in Unrealized Appreciation (Depreciation) 6,219,878
Net Increase (Decrease) in Net Assets Resulting from Operations 6,938,722
1 Includes $158,282,000 of net gain (loss) resulting from in-kind redemptions.
See accompanying Notes, which are an integral part of the Financial Statements.
26

 

Target Retirement 2055 Fund
Statement of Changes in Net Assets
  Six Months Ended
March 31,
2024
  Year Ended
September 30,
2023
  ($000)   ($000)
Increase (Decrease) in Net Assets      
Operations      
Net Investment Income 544,702   757,392
Realized Net Gain (Loss) 174,142   502,355
Change in Unrealized Appreciation (Depreciation) 6,219,878   3,870,705
Net Increase (Decrease) in Net Assets Resulting from Operations 6,938,722   5,130,452
Distributions      
Total Distributions (888,536)   (648,927)
Capital Share Transactions      
Issued 4,576,110   8,314,898
Issued in Lieu of Cash Distributions 873,723   638,183
Redeemed (2,331,233)   (4,239,814)
Net Increase (Decrease) from Capital Share Transactions 3,118,600   4,713,267
Total Increase (Decrease) 9,168,786   9,194,792
Net Assets      
Beginning of Period 36,764,826   27,570,034
End of Period 45,933,612   36,764,826
See accompanying Notes, which are an integral part of the Financial Statements.
27

 

Target Retirement 2055 Fund
Financial Highlights
For a Share Outstanding
Throughout Each Period
Six Months
Ended
March 31,
2024
Year Ended September 30,
2023 2022 2021 2020 2019
Net Asset Value, Beginning of Period $45.74 $39.46 $54.38 $44.08 $40.84 $40.95
Investment Operations            
Net Investment Income1 .655 1.011 .981 .868 .862 .929
Capital Gain Distributions Received1 .0002 .0002 .010 .034
Net Realized and Unrealized Gain (Loss) on Investments 7.688 6.192 (10.672) 10.295 3.307 (.209)
Total from Investment Operations 8.343 7.203 (9.681) 11.197 4.169 .720
Distributions            
Dividends from Net Investment Income (1.083) (.885) (1.099) (.791) (.929) (.830)
Distributions from Realized Capital Gains (.038) (4.140) (.106)
Total Distributions (1.083) (.923) (5.239) (.897) (.929) (.830)
Net Asset Value, End of Period $53.00 $45.74 $39.46 $54.38 $44.08 $40.84
Total Return3 18.40% 18.48% -20.17% 25.61% 10.25% 2.09%
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $45,934 $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% 0.08% 0.09%4 0.15% 0.15% 0.15%
Ratio of Net Investment Income to Average Net Assets 2.67% 2.25% 2.10% 1.68% 2.09% 2.37%
Portfolio Turnover Rate 0%5 1%5 4%5 6% 8% 3%
The expense ratio, acquired fund fees and expenses, and net investment income ratio for the current period have been annualized.
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.
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.
28

 

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 six months ended March 31, 2024, 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.
29

 

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 six months ended March 31, 2024, 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 six months ended March 31, 2024, 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
30

 

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 March 31, 2024, 100% of the market value of the fund's investments and derivatives was determined based on Level 1 inputs.
E.  As of March 31, 2024, gross unrealized appreciation and depreciation for investments and derivatives based on cost for U.S. federal income tax purposes were as follows:
  Amount
($000)
Tax Cost 35,242,209
Gross Unrealized Appreciation 11,242,001
Gross Unrealized Depreciation (566,504)
Net Unrealized Appreciation (Depreciation) 10,675,497
The fund’s tax-basis capital gains and losses are determined only at the end of each fiscal year. For tax purposes, at September 30, 2023, the fund had available capital losses totaling $18,540,000 that may be carried forward indefinitely to offset future net capital gains. The fund will use these capital losses to offset net taxable capital gains, if any, realized during the year ending September 30, 2024; should the fund realize net capital losses for the year, the losses will be added to the loss carryforward balance above.
F.  Capital shares issued and redeemed were:
  Six Months Ended
March 31, 2024
  Year Ended
September 30, 2023
  Shares
(000)
  Shares
(000)
Issued 93,107   185,243
Issued in Lieu of Cash Distributions 17,587   15,300
Redeemed (47,837)   (95,370)
Net Increase (Decrease) in Shares Outstanding 62,857   105,173
31

 

Target Retirement 2055 Fund
G.  Transactions during the period in affiliated underlying Vanguard funds were as follows:
    Current Period Transactions  
  Sep. 30, 2023
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)
Mar. 31, 2024
Market Value
($000)
Vanguard Market Liquidity Fund 366,319 NA2 NA2 18 (39) 8,619 2 309,763
Vanguard Total Bond Market II Index Fund 2,582,067 452,541 58,146 294 103,362 48,449 3,080,118
Vanguard Total International Bond II Index Fund 1,002,290 354,204 14,080 (94) 31,196 39,338 1,373,516
Vanguard Total International Stock Index Fund 13,247,927 1,592,918 166,242 27,418 1,735,178 269,021 16,437,199
Vanguard Total Stock Market Index Fund 19,565,411 920,201 235,579 129,620 4,332,893 179,275 24,712,546
Total 36,764,014 3,319,864 474,047 157,256 6,202,590 544,702 2 45,913,142
1 Includes $386,010,000 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.
H.  Significant market disruptions, such as those caused by pandemics, natural or environmental ‎disasters, war, 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.
I.  Management has determined that no events or transactions occurred subsequent to March 31, 2024, that would require recognition or disclosure in these financial statements.
32

 

Target Retirement 2060 Fund
Underlying Vanguard Funds
As of March 31, 2024
Vanguard Total Stock Market Index Fund Institutional Plus Shares 54.1%
Vanguard Total International Stock Index Fund Investor Shares 36.2
Vanguard Total Bond Market II Index Fund Investor Shares 6.7
Vanguard Total International Bond II Index Fund Institutional Shares 3.0
The table reflects the fund’s investments, except for short-term investments and derivatives.
33

 

Target Retirement 2060 Fund
Financial Statements (unaudited)
Schedule of Investments
As of March 31, 2024
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 (53.6%)
  Vanguard Total Stock Market Index Fund Institutional Plus Shares  57,461,057 13,647,001
International Stock Fund (35.9%)
  Vanguard Total International Stock Index Fund Investor Shares 472,019,781  9,133,583
U.S. Bond Fund (6.6%)
1 Vanguard Total Bond Market II Index Fund Investor Shares 179,439,610  1,692,116
International Bond Fund (3.0%)
1 Vanguard Total International Bond II Index Fund Institutional Shares  28,833,512    762,646
Total Investment Companies (Cost $20,096,794) 25,235,346
Temporary Cash Investments (0.8%)
Money Market Fund (0.8%)
1 Vanguard Market Liquidity Fund, 5.407% (Cost $203,225)   2,032,924           203,252
Total Investments (99.9%) (Cost $20,300,019)   25,438,598
Other Assets and Liabilities—Net (0.1%)   23,570
Net Assets (100%)   25,462,168
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 June 2024 885 98,055 377
E-mini S&P 500 Index June 2024 458 121,565 2,685
        3,062
  
See accompanying Notes, which are an integral part of the Financial Statements.
34

 

Target Retirement 2060 Fund
Statement of Assets and Liabilities
As of March 31, 2024
($000s, except shares, footnotes, and per-share amounts) Amount
Assets  
Investments in Securities, at Value—Affiliated Funds (Cost $20,300,019) 25,438,598
Cash Collateral Pledged—Futures Contracts 7,205
Receivables for Accrued Income 7,334
Receivables for Capital Shares Issued 43,130
Variation Margin Receivable—Futures Contracts 90
Total Assets 25,496,357
Liabilities  
Due to Custodian 148
Payables for Investment Securities Purchased 18,219
Payables for Capital Shares Redeemed 15,822
Total Liabilities 34,189
Net Assets 25,462,168

At March 31, 2024, net assets consisted of:

   
Paid-in Capital 20,176,001
Total Distributable Earnings (Loss) 5,286,167
Net Assets 25,462,168
   
Net Assets  
Applicable to 521,442,481 outstanding $.001 par value shares of
beneficial interest (unlimited authorization)
25,462,168
Net Asset Value Per Share $48.83
See accompanying Notes, which are an integral part of the Financial Statements.
35

 

Target Retirement 2060 Fund
Statement of Operations
  Six Months Ended
March 31, 2024
  ($000)
Investment Income  
Income  
Income Distributions Received from Affiliated Funds 298,029
Net Investment Income—Note B 298,029
Realized Net Gain (Loss)  
Capital Gain Distributions Received from Affiliated Funds 1
Affiliated Funds Sold1 64,720
Futures Contracts 11,688
Realized Net Gain (Loss) 76,409
Change in Unrealized Appreciation (Depreciation)  
Affiliated Funds 3,407,886
Futures Contracts 9,978
Change in Unrealized Appreciation (Depreciation) 3,417,864
Net Increase (Decrease) in Net Assets Resulting from Operations 3,792,302
1 Includes $65,521,000 of net gain (loss) resulting from in-kind redemptions.
See accompanying Notes, which are an integral part of the Financial Statements.
36

 

Target Retirement 2060 Fund
Statement of Changes in Net Assets
  Six Months Ended
March 31,
2024
  Year Ended
September 30,
2023
  ($000)   ($000)
Increase (Decrease) in Net Assets      
Operations      
Net Investment Income 298,029   393,439
Realized Net Gain (Loss) 76,409   188,523
Change in Unrealized Appreciation (Depreciation) 3,417,864   1,995,500
Net Increase (Decrease) in Net Assets Resulting from Operations 3,792,302   2,577,462
Distributions      
Total Distributions (474,148)   (313,855)
Capital Share Transactions      
Issued 3,328,110   5,725,418
Issued in Lieu of Cash Distributions 464,827   307,570
Redeemed (1,346,197)   (2,278,877)
Net Increase (Decrease) from Capital Share Transactions 2,446,740   3,754,111
Total Increase (Decrease) 5,764,894   6,017,718
Net Assets      
Beginning of Period 19,697,274   13,679,556
End of Period 25,462,168   19,697,274
See accompanying Notes, which are an integral part of the Financial Statements.
37

 

Target Retirement 2060 Fund
Financial Highlights
For a Share Outstanding
Throughout Each Period
Six Months
Ended
March 31,
2024
Year Ended September 30,
2023 2022 2021 2020 2019
Net Asset Value, Beginning of Period $42.12 $36.30 $48.04 $38.95 $36.07 $36.16
Investment Operations            
Net Investment Income1 .605 .936 .903 .773 .762 .822
Capital Gain Distributions Received1 .0002 .0002 .009 .029
Net Realized and Unrealized Gain (Loss) on Investments 7.083 5.697 (9.930) 9.085 2.922 (.192)
Total from Investment Operations 7.688 6.633 (9.018) 9.887 3.684 .630
Distributions            
Dividends from Net Investment Income (.978) (.813) (.936) (.684) (.804) (.717)
Distributions from Realized Capital Gains (1.786) (.113) (.003)
Total Distributions (.978) (.813) (2.722) (.797) (.804) (.720)
Net Asset Value, End of Period $48.83 $42.12 $36.30 $48.04 $38.95 $36.07
Total Return3 18.41% 18.49% -20.16% 25.60% 10.25% 2.07%
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $25,462 $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% 0.08% 0.09%4 0.15% 0.15% 0.15%
Ratio of Net Investment Income to Average Net Assets 2.68% 2.26% 2.10% 1.69% 2.09% 2.37%
Portfolio Turnover Rate 0%5 1%5 3%5 8% 6% 2%
The expense ratio, acquired fund fees and expenses, and net investment income ratio for the current period have been annualized.
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.
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.
38

 

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 six months ended March 31, 2024, 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.
39

 

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 six months ended March 31, 2024, 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 six months ended March 31, 2024, 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
40

 

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 March 31, 2024, 100% of the market value of the fund's investments and derivatives was determined based on Level 1 inputs.
E.  As of March 31, 2024, 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 20,324,598
Gross Unrealized Appreciation 5,406,948
Gross Unrealized Depreciation (289,886)
Net Unrealized Appreciation (Depreciation) 5,117,062
The fund’s tax-basis capital gains and losses are determined only at the end of each fiscal year. For tax purposes, at September 30, 2023, the fund had available capital losses totaling $19,796,000 that may be carried forward indefinitely to offset future net capital gains. The fund will use these capital losses to offset net taxable capital gains, if any, realized during the year ending September 30, 2024; should the fund realize net capital losses for the year, the losses will be added to the loss carryforward balance above.
F.  Capital shares issued and redeemed were:
  Six Months Ended
March 31, 2024
  Year Ended
September 30, 2023
  Shares
(000)
  Shares
(000)
Issued 73,514   138,419
Issued in Lieu of Cash Distributions 10,156   8,008
Redeemed (29,886)   (55,574)
Net Increase (Decrease) in Shares Outstanding 53,784   90,853
41

 

Target Retirement 2060 Fund
G.  Transactions during the period in affiliated underlying Vanguard funds were as follows:
    Current Period Transactions  
  Sep. 30, 2023
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)
Mar. 31, 2024
Market Value
($000)
Vanguard Market Liquidity Fund 201,765 NA2 NA2 5 (19) 5,368 1 203,252
Vanguard Total Bond Market II Index Fund 1,371,534 315,157 51,101 (580) 57,106 26,160 1,692,116
Vanguard Total International Bond II Index Fund 534,345 216,551 5,255 86 16,919 21,593 762,646
Vanguard Total International Stock Index Fund 7,092,119 1,158,711 84,302 11,378 955,677 146,863 9,133,583
Vanguard Total Stock Market Index Fund 10,498,675 810,873 94,581 53,831 2,378,203 98,045 13,647,001
Total 19,698,438 2,501,292 235,239 64,720 3,407,886 298,029 1 25,438,598
1 Includes $175,150,000 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.
H.  Significant market disruptions, such as those caused by pandemics, natural or environmental ‎disasters, war, 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.
I.  Management has determined that no events or transactions occurred subsequent to March 31, 2024, that would require recognition or disclosure in these financial statements.
42

 

Target Retirement 2065 Fund
Underlying Vanguard Funds
As of March 31, 2024
Vanguard Total Stock Market Index Fund Institutional Plus Shares 54.0%
Vanguard Total International Stock Index Fund Investor Shares 36.4
Vanguard Total Bond Market II Index Fund Investor Shares 6.6
Vanguard Total International Bond II Index Fund Institutional Shares 3.0
The table reflects the fund’s investments, except for short-term investments and derivatives.
43

 

Target Retirement 2065 Fund
Financial Statements (unaudited)
Schedule of Investments
As of March 31, 2024
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 (53.4%)
  Vanguard Total Stock Market Index Fund Institutional Plus Shares  16,122,332 3,829,054
International Stock Fund (36.0%)
  Vanguard Total International Stock Index Fund Investor Shares 133,251,825 2,578,423
U.S. Bond Fund (6.6%)
1 Vanguard Total Bond Market II Index Fund Investor Shares  49,954,508   471,071
International Bond Fund (3.0%)
1 Vanguard Total International Bond II Index Fund Institutional Shares   8,090,264   213,987
Total Investment Companies (Cost $6,036,527) 7,092,535
Temporary Cash Investments (1.0%)
Money Market Fund (1.0%)
1 Vanguard Market Liquidity Fund, 5.407% (Cost $70,722)     707,419          70,728
Total Investments (100.0%) (Cost $6,107,249)   7,163,263
Other Assets and Liabilities—Net (0.0%)   (2,853)
Net Assets (100%)   7,160,410
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 June 2024 304 33,682 125
E-mini S&P 500 Index June 2024 153 40,610 897
        1,022
  
See accompanying Notes, which are an integral part of the Financial Statements.
44

 

Target Retirement 2065 Fund
Statement of Assets and Liabilities
As of March 31, 2024
($000s, except shares, footnotes, and per-share amounts) Amount
Assets  
Investments in Securities, at Value—Affiliated Funds (Cost $6,107,249) 7,163,263
Cash Collateral Pledged—Futures Contracts 2,410
Receivables for Accrued Income 2,091
Receivables for Capital Shares Issued 19,422
Variation Margin Receivable—Futures Contracts 50
Total Assets 7,187,236
Liabilities  
Due to Custodian 69
Payables for Investment Securities Purchased 15,978
Payables for Capital Shares Redeemed 10,779
Total Liabilities 26,826
Net Assets 7,160,410

At March 31, 2024, net assets consisted of:

   
Paid-in Capital 6,072,494
Total Distributable Earnings (Loss) 1,087,916
Net Assets 7,160,410
   
Net Assets  
Applicable to 223,672,556 outstanding $.001 par value shares of
beneficial interest (unlimited authorization)
7,160,410
Net Asset Value Per Share $32.01
See accompanying Notes, which are an integral part of the Financial Statements.
45

 

Target Retirement 2065 Fund
Statement of Operations
  Six Months Ended
March 31, 2024
  ($000)
Investment Income  
Income  
Income Distributions Received from Affiliated Funds 81,555
Net Investment Income—Note B 81,555
Realized Net Gain (Loss)  
Capital Gain Distributions Received from Affiliated Funds
Affiliated Funds Sold1 14,250
Futures Contracts 4,061
Realized Net Gain (Loss) 18,311
Change in Unrealized Appreciation (Depreciation)  
Affiliated Funds 930,842
Futures Contracts 2,993
Change in Unrealized Appreciation (Depreciation) 933,835
Net Increase (Decrease) in Net Assets Resulting from Operations 1,033,701
1 Includes $14,246,000 of net gain (loss) resulting from in-kind redemptions.
See accompanying Notes, which are an integral part of the Financial Statements.
46

 

Target Retirement 2065 Fund
Statement of Changes in Net Assets
  Six Months Ended
March 31,
2024
  Year Ended
September 30,
2023
  ($000)   ($000)
Increase (Decrease) in Net Assets      
Operations      
Net Investment Income 81,555   97,583
Realized Net Gain (Loss) 18,311   21,392
Change in Unrealized Appreciation (Depreciation) 933,835   483,869
Net Increase (Decrease) in Net Assets Resulting from Operations 1,033,701   602,844
Distributions      
Total Distributions (123,878)   (70,815)
Capital Share Transactions      
Issued 1,399,306   2,130,702
Issued in Lieu of Cash Distributions 120,545   68,514
Redeemed (459,783)   (673,806)
Net Increase (Decrease) from Capital Share Transactions 1,060,068   1,525,410
Total Increase (Decrease) 1,969,891   2,057,439
Net Assets      
Beginning of Period 5,190,519   3,133,080
End of Period 7,160,410   5,190,519
See accompanying Notes, which are an integral part of the Financial Statements.
47

 

Target Retirement 2065 Fund
Financial Highlights
For a Share Outstanding
Throughout Each Period
Six Months
Ended
March 31,
2024
Year Ended September 30,
2023 2022 2021 2020 2019
Net Asset Value, Beginning of Period $27.59 $23.76 $30.31 $24.52 $22.69 $22.64
Investment Operations            
Net Investment Income1 .399 .617 .594 .500 .485 .529
Capital Gain Distributions Received1 .0002 .0002 .005 .017
Net Realized and Unrealized Gain (Loss) on Investments 4.638 3.723 (6.543) 5.712 1.802 (.116)
Total from Investment Operations 5.037 4.340 (5.944) 6.229 2.287 .413
Distributions            
Dividends from Net Investment Income (.617) (.510) (.535) (.400) (.457) (.363)
Distributions from Realized Capital Gains (.071) (.039) .0002
Total Distributions (.617) (.510) (.606) (.439) (.457) (.363)
Net Asset Value, End of Period $32.01 $27.59 $23.76 $30.31 $24.52 $22.69
Total Return3 18.41% 18.47% -20.10% 25.59% 10.11% 2.09%
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $7,160 $5,191 $3,133 $1,430 $864 $420
Ratio of Total Expenses to Average Net Assets
Acquired Fund Fees and Expenses 0.08% 0.08% 0.09%4 0.15% 0.15% 0.15%
Ratio of Net Investment Income to Average Net Assets 2.69% 2.27% 2.13% 1.72% 2.11% 2.42%
Portfolio Turnover Rate 0%5 1%5 2%5 5% 6% 2%
The expense ratio, acquired fund fees and expenses, and net investment income ratio for the current period have been annualized.
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.
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.
48

 

Target Retirement 2065 Fund
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 six months ended March 31, 2024, 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.
49

 

Target Retirement 2065 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 six months ended March 31, 2024, 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 six months ended March 31, 2024, 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
50

 

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 March 31, 2024, 100% of the market value of the fund's investments and derivatives was determined based on Level 1 inputs.
E.  As of March 31, 2024, 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 6,117,099
Gross Unrealized Appreciation 1,124,095
Gross Unrealized Depreciation (76,909)
Net Unrealized Appreciation (Depreciation) 1,047,186
The fund’s tax-basis capital gains and losses are determined only at the end of each fiscal year. For tax purposes, at September 30, 2023, the fund had available capital losses totaling $7,204,000 that may be carried forward indefinitely to offset future net capital gains. The fund will use these capital losses to offset net taxable capital gains, if any, realized during the year ending September 30, 2024; should the fund realize net capital losses for the year, the losses will be added to the loss carryforward balance above.
F.  Capital shares issued and redeemed were:
  Six Months Ended
March 31, 2024
  Year Ended
September 30, 2023
  Shares
(000)
  Shares
(000)
Issued 47,078   78,495
Issued in Lieu of Cash Distributions 4,018   2,723
Redeemed (15,545)   (24,968)
Net Increase (Decrease) in Shares Outstanding 35,551   56,250
51

 

Target Retirement 2065 Fund
G.  Transactions during the period in affiliated underlying Vanguard funds were as follows:
    Current Period Transactions  
  Sep. 30, 2023
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)
Mar. 31, 2024
Market Value
($000)
Vanguard Market Liquidity Fund 61,345 NA2 NA2 (6) 1,757 70,728
Vanguard Total Bond Market II Index Fund 356,384 107,048 7,256 84 14,811 7,008 471,071
Vanguard Total International Bond II Index Fund 141,395 69,542 1,519 26 4,543 5,870 213,987
Vanguard Total International Stock Index Fund 1,864,657 467,556 18,230 3,031 261,409 40,008 2,578,423
Vanguard Total Stock Market Index Fund 2,763,712 431,494 27,346 11,109 650,085 26,912 3,829,054
Total 5,187,493 1,075,640 54,351 14,250 930,842 81,555 7,163,263
1 Includes $50,640,000 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.
H.  Significant market disruptions, such as those caused by pandemics, natural or environmental ‎disasters, war, 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.
I.  Management has determined that no events or transactions occurred subsequent to March 31, 2024, that would require recognition or disclosure in these financial statements.
52

 

Target Retirement 2070 Fund
Underlying Vanguard Funds
As of March 31, 2024
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.
53

 

Target Retirement 2070 Fund
Financial Statements (unaudited)
Schedule of Investments
As of March 31, 2024
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  1,504,949 357,425
International Stock Fund (35.9%)
  Vanguard Total International Stock Index Fund Investor Shares 12,317,236 238,339
U.S. Bond Fund (7.0%)
1 Vanguard Total Bond Market II Index Fund Investor Shares  4,932,405  46,513
International Bond Fund (3.0%)
1 Vanguard Total International Bond II Index Fund Institutional Shares    752,143  19,894
Total Investment Companies (Cost $586,899) 662,171
Temporary Cash Investments (0.3%)
Money Market Fund (0.3%)
1 Vanguard Market Liquidity Fund, 5.407% (Cost $1,796)     17,964        1,796
Total Investments (100.1%) (Cost $588,695)   663,967
Other Assets and Liabilities—Net (-0.1%)   (483)
Net Assets (100%)   663,484
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.
54

 

Target Retirement 2070 Fund
Statement of Assets and Liabilities
As of March 31, 2024
($000s, except shares, footnotes, and per-share amounts) Amount
Assets  
Investments in Securities, at Value—Affiliated Funds (Cost $588,695) 663,967
Receivables for Accrued Income 174
Receivables for Capital Shares Issued 2,730
Total Assets 666,871
Liabilities  
Due to Custodian 10
Payables for Investment Securities Purchased 2,647
Payables for Capital Shares Redeemed 730
Total Liabilities 3,387
Net Assets 663,484

At March 31, 2024, net assets consisted of:

   
Paid-in Capital 586,556
Total Distributable Earnings (Loss) 76,928
Net Assets 663,484
   
Net Assets  
Applicable to 26,196,896 outstanding $.001 par value shares of
beneficial interest (unlimited authorization)
663,484
Net Asset Value Per Share $25.33
See accompanying Notes, which are an integral part of the Financial Statements.
55

 

Target Retirement 2070 Fund
Statement of Operations
  Six Months Ended
March 31, 2024
  ($000)
Investment Income  
Income  
Income Distributions Received from Affiliated Funds 6,289
Net Investment Income—Note B 6,289
Realized Net Gain (Loss)  
Capital Gain Distributions Received from Affiliated Funds
Affiliated Funds Sold 11
Futures Contracts 16
Realized Net Gain (Loss) 27
Change in Unrealized Appreciation (Depreciation) from Affiliated Funds 73,530
Net Increase (Decrease) in Net Assets Resulting from Operations 79,846
See accompanying Notes, which are an integral part of the Financial Statements.
56

 

Target Retirement 2070 Fund
Statement of Changes in Net Assets
  Six Months Ended
March 31,
2024
  Year Ended
September 30,
2023
  ($000)   ($000)
Increase (Decrease) in Net Assets      
Operations      
Net Investment Income 6,289   3,677
Realized Net Gain (Loss) 27   (30)
Change in Unrealized Appreciation (Depreciation) 73,530   4,653
Net Increase (Decrease) in Net Assets Resulting from Operations 79,846   8,300
Distributions      
Total Distributions (7,044)   (626)
Capital Share Transactions      
Issued 337,256   317,437
Issued in Lieu of Cash Distributions 6,795   608
Redeemed (68,048)   (42,943)
Net Increase (Decrease) from Capital Share Transactions 276,003   275,102
Total Increase (Decrease) 348,805   282,776
Net Assets      
Beginning of Period 314,679   31,903
End of Period 663,484   314,679
See accompanying Notes, which are an integral part of the Financial Statements.
57

 

Target Retirement 2070 Fund
Financial Highlights
For a Share Outstanding
Throughout Each Period
Six Months
Ended
March 31,
2024
Year Ended
September 30,
2023
June 28,
20221 to
September 30,
2022
   
Net Asset Value, Beginning of Period $21.72 $18.50 $20.00
Investment Operations      
Net Investment Income2 .319 .523 .113
Capital Gain Distributions Received2 .0003
Net Realized and Unrealized Gain (Loss) on Investments 3.664 2.879 (1.613)
Total from Investment Operations 3.983 3.402 (1.500)
Distributions      
Dividends from Net Investment Income (.373) (.182)
Distributions from Realized Capital Gains
Total Distributions (.373) (.182)
Net Asset Value, End of Period $25.33 $21.72 $18.50
Total Return4 18.45% 18.49% -7.50%
Ratios/Supplemental Data      
Net Assets, End of Period (Millions) $663 $315 $32
Ratio of Total Expenses to Average Net Assets
Acquired Fund Fees and Expenses 0.08% 0.08% 0.08%5
Ratio of Net Investment Income to Average Net Assets 2.71% 2.40% 2.15%5
Portfolio Turnover Rate 0% 2% 44%
The expense ratio, acquired fund fees and expenses, and net investment income ratio for the current period have been annualized.
1 Inception.
2 Calculated based on average shares outstanding.
3 Distribution was less than $.001 per share.
4 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.
5 Annualized.
See accompanying Notes, which are an integral part of the Financial Statements.
58

 

Target Retirement 2070 Fund
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 six months ended March 31, 2024, 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 March 31, 2024.
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.
59

 

Target Retirement 2070 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 six months ended March 31, 2024, 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 six months ended March 31, 2024, 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.
60

 

Target Retirement 2070 Fund
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.
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 March 31, 2024, 100% of the market value of the fund's investments was determined based on Level 1 inputs.
D.  As of March 31, 2024, gross unrealized appreciation and depreciation for investments based on cost for U.S. federal income tax purposes were as follows:
  Amount
($000)
Tax Cost 589,472
Gross Unrealized Appreciation 74,862
Gross Unrealized Depreciation (367)
Net Unrealized Appreciation (Depreciation) 74,495
The fund’s tax-basis capital gains and losses are determined only at the end of each fiscal year. For tax purposes, at September 30, 2023, the fund had available capital losses totaling $15,000 that may be carried forward indefinitely to offset future net capital gains. The fund will use these capital losses to offset net taxable capital gains, if any, realized during the year ending September 30, 2024; should the fund realize net capital losses for the year, the losses will be added to the loss carryforward balance above.
E.  Capital shares issued and redeemed were:
  Six Months Ended
March 31, 2024
  Year Ended
September 30, 2023
  Shares
(000)
  Shares
(000)
Issued 14,329   14,713
Issued in Lieu of Cash Distributions 286   31
Redeemed (2,904)   (1,983)
Net Increase (Decrease) in Shares Outstanding 11,711   12,761
61

 

Target Retirement 2070 Fund
F.  Transactions during the period in affiliated underlying Vanguard funds were as follows:
    Current Period Transactions  
  Sep. 30, 2023
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)
Mar. 31, 2024
Market Value
($000)
Vanguard Market Liquidity Fund 1,253 NA1 NA1 25 1,796
Vanguard Total Bond Market II Index Fund 22,081 23,401 1,031 562 46,513
Vanguard Total International Bond II Index Fund 9,434 10,137 323 469 19,894
Vanguard Total International Stock Index Fund 113,108 104,754 226 11 20,692 3,015 238,339
Vanguard Total Stock Market Index Fund 169,577 136,364 51,484 2,218 357,425
Total 315,453 274,656 226 11 73,530 6,289 663,967
1 Not applicable—purchases and sales are for temporary cash investment purposes.
G.  Significant market disruptions, such as those caused by pandemics, natural or environmental ‎disasters, war, 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 March 31, 2024, that would require recognition or disclosure in these financial statements.
62

 

Trustees Approve Advisory Arrangements
The board of trustees of Vanguard Target Retirement Funds has renewed each fund’s investment advisory arrangement with The Vanguard Group, Inc. (Vanguard), through its Equity Index Group. The board determined that continuing each fund’s internalized management structure was in the best interests of the funds and their 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 monthly presentations to the board during the fiscal year that directed the board’s focus to relevant information and topics.
The board, or an investment committee made up of board members, also received information throughout the year during advisor presentations conducted by the Portfolio Review Department. 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 each 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 materials that summarized the information they received over the course of the year. They also considered the factors discussed below, among others. However, no single factor determined whether the board approved the arrangements. Rather, it was the totality of the circumstances that drove the board’s decisions.
Nature, extent, and quality of services
The board reviewed the quality of the funds’ 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 Vanguard has been managing investments for more than four decades. The Equity Index Group adheres to a sound, disciplined investment management process; the team has considerable experience, stability, and depth.
The board concluded that Vanguard’s experience, stability, depth, and performance, among other factors, warranted continuation of the advisory arrangements.
Investment performance
The board considered the performance of each 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 arrangements should continue.
Cost
The board concluded that each fund’s acquired fund fees and expenses were below the average expense ratios charged by funds in its respective peer group. The funds do not incur advisory expenses directly; however, the board noted that each of the underlying funds in which the funds invest has advisory expenses below the relevant peer-group average.
The board does not conduct a profitability analysis of Vanguard because of Vanguard’s unique structure. Unlike most other mutual fund management companies, Vanguard is owned by the funds it oversees.
63

 

The benefit of economies of scale
The board concluded that Vanguard’s arrangements with the Target Retirement Funds and their underlying funds ensure that the funds will realize economies of scale as they grow, with the cost to shareholders declining as assets increase.
The board will consider whether to renew the advisory arrangements again after a one-year period.
64

 

Liquidity Risk Management
Vanguard funds (except for the money market funds) have adopted and implemented a written liquidity risk management program (the “Program”) as required by Rule 22e-4 under the Investment Company Act of 1940. Rule 22e-4 requires that each fund adopt a program that is reasonably designed to assess and manage the fund’s liquidity risk, which is the risk that the fund could not meet redemption requests without significant dilution of remaining investors’ interests in the fund.
Assessment and management of a fund’s liquidity risk under the Program take into consideration certain factors, such as the fund’s investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed conditions, its short- and long-term cash-flow projections during both normal and reasonably foreseeable stressed conditions, and its cash and cash-equivalent holdings and access to other funding sources. As required by the rule, the Program includes policies and procedures for classification of fund portfolio holdings in four liquidity categories, maintaining certain levels of highly liquid investments, and limiting holdings of illiquid investments.
The board of trustees of Vanguard Chester Funds approved the appointment of liquidity risk management program administrators responsible for administering the Program for 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, and for carrying out the specific responsibilities set forth in the Program, including reporting to the board on at least an annual basis regarding the Program's operation, its adequacy, and the effectiveness of its implementation for the past year (the “Program Administrator Report”). The board has reviewed the Program Administrator Report covering the period from January 1, 2023, through December 31, 2023 (the “Review Period”). The Program Administrator Report stated that during the Review Period the Program operated and was implemented effectively to manage the funds' liquidity risk.
65

 

This page intentionally left blank.

 

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.
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.
© 2024 The Vanguard Group, Inc.
All rights reserved.
Vanguard Marketing Corporation, Distributor.
Q3082B 052024

 

Item 2: Code of Ethics.

 

Not applicable.

 

Item 3: Audit Committee Financial Expert.

 

Not applicable.

 

Item 4: Principal Accountant Fees and Services.

 

Not applicable.

 

Item 5: Audit Committee of Listed Registrants.

 

Not applicable.

 

 

 

 

Item 6: Investments.

 

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

 

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

 

Not applicable.

 

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

 

Not applicable.

 

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

 

Not applicable.

 

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

 

Not applicable.

 

Item 11: Controls and Procedures.

 

(a) Disclosure Controls and Procedures. The Principal Executive and Financial Officers concluded that the Registrant’s Disclosure Controls and Procedures are effective based on their evaluation of the Disclosure Controls and Procedures as of a date within 90 days of the filing date of this report.

 

(b) Internal Control Over Financial Reporting. In February 2024, a third-party service provider began performing security pricing services for the Registrant. There were no other changes 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.

 

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: May 20, 2024

 

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: May 20, 2024

  

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

  

Date: May 20, 2024

  

* By: /s/ Anne E. Robinson  

 

Anne E. Robinson, pursuant to a Power of Attorney filed on January 11, 2024 (see File Number 33-34494); a Power of Attorney filed on July 21, 2023 (see File Number 33-53683), Incorporated by Reference; and a Power of Attorney filed on March 29, 2023 (see File Number 2-11444), Incorporated by Reference.

 

 

 

EX-99.CERT 2 tm248933d1_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:   May 20, 2024

 

  /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:   May 20, 2024

 

  /s/ Christine Buchanan
  Christine Buchanan
  Chief Financial Officer

 

 

 

 

EX-99.906CERT 3 tm248933d1_ex99-906cert.htm EXHIBIT 99.906CERT

 

Exhibit 99.906CERT

 

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

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

 

Name of Issuer: Vanguard 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:   May 20, 2024

 

  /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:   May 20, 2024

 

  /s/ Christine Buchanan
  Christine Buchanan
  Chief Financial Officer

 

 

 

 

GRAPHIC 4 tm248933d1primecapq592i001.jpg GRAPHIC begin 644 tm248933d1primecapq592i001.jpg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end GRAPHIC 5 tm248933d1primecapq592i002.jpg GRAPHIC begin 644 tm248933d1primecapq592i002.jpg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tm248933d1tarretbook1q30i001.jpg GRAPHIC begin 644 tm248933d1tarretbook1q30i001.jpg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end GRAPHIC 7 tm248933d1tarretbook1q30i002.jpg GRAPHIC begin 644 tm248933d1tarretbook1q30i002.jpg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tm248933d1tarretbook2q30i001.jpg GRAPHIC begin 644 tm248933d1tarretbook2q30i001.jpg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end GRAPHIC 9 tm248933d1tarretbook2q30i002.jpg GRAPHIC begin 644 tm248933d1tarretbook2q30i002.jpg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