N-CSRS 1 tm248933d4_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: 811-05445

 

Name of Registrant: Vanguard Fenway 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 Equity Income 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
Trustees Approve Advisory Arrangement

19
Liquidity Risk Management

21

 

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

 

Six Months Ended March 31, 2024      
  Beginning
Account Value
9/30/2023
Ending
Account Value
3/31/2024
Expenses
Paid During
Period
Based on Actual Fund Return      
Equity Income Fund      
Investor Shares $1,000.00 $1,174.50 $1.47
Admiral™ Shares 1,000.00 1,175.00 0.98
Based on Hypothetical 5% Yearly Return      
Equity Income Fund      
Investor Shares $1,000.00 $1,023.65 $1.37
Admiral Shares 1,000.00 1,024.10 0.91
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 0.27% for Investor Shares and 0.18% 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

 

Equity Income Fund
Fund Allocation
As of March 31, 2024
Communication Services 2.0%
Consumer Discretionary 5.1
Consumer Staples 12.0
Energy 11.1
Financials 21.2
Health Care 15.0
Industrials 9.8
Information Technology 10.0
Materials 3.9
Real Estate 2.3
Utilities 7.6
The table reflects the fund’s investments, except for short-term investments and derivatives. Sector categories are based on the Global Industry Classification Standard (“GICS”), except for the “Other” category (if applicable), which includes securities that have not been provided a GICS classification as of the effective reporting period.
Global Industry Classification Standard (“GICS”) was developed by and is the exclusive property and a service mark of MSCI Inc. (“MSCI”) and Standard and Poor’s, a division of McGraw-Hill Companies, Inc. (“S&P”), and is licensed for use by Vanguard. Neither MSCI, S&P nor any third party involved in making or compiling the GICS or any GICS classification makes any express or implied warranties or representations with respect to such standard or classification (or the results to be obtained by the use thereof), and all such parties hereby expressly disclaim all warranties of originality, accuracy, completeness, merchantability or fitness for a particular purpose with respect to any such standard or classification. Without limiting any of the foregoing, in no event shall MSCI, S&P, any of its affiliates or any third party involved in making or compiling the GICS or any GICS classification have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages.
3

 

Equity 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)
Common Stocks (97.7%)
Communication Services (2.0%)
  Comcast Corp. Class A  7,515,225    325,785
  T-Mobile US Inc.  1,633,328    266,592
  Omnicom Group Inc.  2,230,884    215,861
  Verizon Communications Inc.  3,989,569    167,402
  TEGNA Inc.  5,235,477     78,218
  AT&T Inc.  2,830,803     49,822
  Fox Corp. Class A    832,338     26,027
       1,129,707
Consumer Discretionary (5.0%)
  Home Depot Inc.  1,955,193    750,012
  Lennar Corp. Class A  2,141,099    368,226
  Tractor Supply Co.  1,363,559    356,871
  Booking Holdings Inc.     91,546    332,118
  McDonald's Corp.    513,998    144,922
  Tapestry Inc.  2,919,633    138,624
  eBay Inc.  2,529,141    133,488
  Macy's Inc.  5,751,421    114,971
  Ralph Lauren Corp.    553,438    103,914
  Travel & Leisure Co.  2,082,443    101,956
  Starbucks Corp.    820,586     74,993
  Wendy's Co.  3,388,726     63,844
  Bloomin' Brands Inc.  1,819,319     52,178
  Lowe's Cos. Inc.    165,356     42,121
  Genuine Parts Co.    190,120     29,455
  Wyndham Hotels & Resorts Inc.    297,205     22,811
  Polaris Inc.    194,682     19,492
1 Dillard's Inc. Class A     41,223     19,442
       2,869,438
Consumer Staples (11.7%)
  Procter & Gamble Co.  5,555,646    901,404
  Philip Morris International Inc.  8,498,211    778,606
  Unilever plc ADR 12,461,782    625,457
  Kenvue Inc. 28,874,917    619,656
  Pernod Ricard SA  3,292,209    532,956
  Archer-Daniels-Midland Co.  8,370,960    525,780
  Keurig Dr Pepper Inc. 16,913,789    518,746
  Walmart Inc.  7,079,683    425,985
  PepsiCo Inc.  1,567,021    274,244
  Mondelez International Inc. Class A  3,318,834    232,319
  Altria Group Inc.  4,678,977    204,097
  Coca-Cola Co.  2,993,857    183,164
    Shares Market
Value

($000)
  Kellanova  3,182,087    182,302
  Kroger Co.  3,030,900    173,155
  Hershey Co.    707,126    137,536
  Target Corp.    652,599    115,647
  Colgate-Palmolive Co.  1,196,047    107,704
  General Mills Inc.  1,241,135     86,842
  Ingredion Inc.    473,506     55,329
  Coca-Cola Europacific Partners plc    328,925     23,008
  Bunge Global SA     85,791      8,795
       6,712,732
Energy (10.8%)
  ConocoPhillips 11,027,979  1,403,641
  EOG Resources Inc. 10,204,603  1,304,557
  Phillips 66  3,542,041    578,557
  Coterra Energy Inc. 16,402,469    457,301
  Exxon Mobil Corp.  3,819,805    444,014
  EQT Corp. 10,519,114    389,944
  Targa Resources Corp.  3,247,319    363,667
  Chevron Corp.  1,589,333    250,701
  Marathon Petroleum Corp.  1,123,702    226,426
  Valero Energy Corp.  1,220,856    208,388
  Schlumberger NV  3,544,260    194,261
  APA Corp.  3,497,975    120,260
  Marathon Oil Corp.  4,191,580    118,789
  HF Sinclair Corp.  1,895,069    114,405
  Scorpio Tankers Inc.    314,449     22,499
  Halliburton Co.    310,396     12,236
       6,209,646
Financials (20.7%)
  JPMorgan Chase & Co. 11,957,521  2,395,091
  MetLife Inc. 11,198,667    829,933
  Wells Fargo & Co. 13,658,756    791,662
  Regions Financial Corp. 33,566,608    706,241
  Raymond James Financial Inc.  4,583,480    588,611
  Royal Bank of Canada  5,174,810    521,932
  Morgan Stanley  5,528,206    520,536
  M&T Bank Corp.  3,537,822    514,541
  American International Group Inc.  6,557,610    512,608
  Intercontinental Exchange Inc.  3,437,972    472,480
  Bank of America Corp. 11,593,751    439,635
  PNC Financial Services Group Inc.  2,378,829    384,419
  Citigroup Inc.  3,948,413    249,698
  Chubb Ltd.    955,702    247,651
4

 

Equity Income Fund
    Shares Market
Value

($000)
  Allstate Corp.  1,324,507    229,153
  Ares Management Corp. Class A  1,472,427    195,803
  Ameriprise Financial Inc.    420,974    184,572
  Hartford Financial Services Group Inc.  1,612,490    166,167
  Bank of New York Mellon Corp.  2,681,049    154,482
  Nasdaq Inc.  2,411,639    152,174
  Synchrony Financial  3,378,728    145,691
  MGIC Investment Corp.  6,304,272    140,964
  SLM Corp.  6,094,749    132,805
  Unum Group  2,048,129    109,903
  Popular Inc.  1,167,109    102,811
  State Street Corp.  1,196,341     92,501
  Jackson Financial Inc. Class A  1,282,702     84,838
  Western Union Co.  5,037,345     70,422
  Everest Group Ltd.    175,844     69,898
  XP Inc. Class A  2,638,686     67,709
  Corebridge Financial Inc.  2,109,731     60,613
  Comerica Inc.    974,113     53,566
  American Financial Group Inc.    379,234     51,758
  Goldman Sachs Group Inc.    123,312     51,506
  BlackRock Inc.     57,076     47,584
  Zions Bancorp NA  1,054,495     45,765
  Radian Group Inc.  1,302,159     43,583
  Assurant Inc.    213,994     40,282
  Lincoln National Corp.  1,025,919     32,758
  Voya Financial Inc.    408,840     30,221
  Credicorp Ltd.    172,497     29,226
  Progressive Corp.    121,085     25,043
  Equitable Holdings Inc.    520,112     19,769
  OneMain Holdings Inc.    293,994     15,020
  Jefferies Financial Group Inc.    325,084     14,336
  Lazard Inc.    206,228      8,635
  Assured Guaranty Ltd.     54,489      4,754
      11,849,350
Health Care (14.7%)
  Merck & Co. Inc. 11,673,312  1,540,294
  Johnson & Johnson  8,990,950  1,422,278
  Pfizer Inc. 38,520,926  1,068,956
  Gilead Sciences Inc. 10,969,940    803,548
  UnitedHealth Group Inc.  1,101,933    545,126
  AstraZeneca plc ADR  6,617,506    448,336
  Elevance Health Inc.    742,948    385,248
  Roche Holding AG  1,493,302    381,268
  Becton Dickinson & Co.  1,387,054    343,227
  AbbVie Inc.  1,545,388    281,415
  Amgen Inc.    954,808    271,471
  Bristol-Myers Squibb Co.  4,664,686    252,966
  CVS Health Corp.  3,144,479    250,804
  Cigna Group    614,396    223,142
  Abbott Laboratories  1,001,500    113,830
  Medtronic plc    407,082     35,477
  Quest Diagnostics Inc.    194,935     25,948
  Royalty Pharma plc Class A    315,921      9,595
       8,402,929
    Shares Market
Value

($000)
Industrials (9.6%)
  United Parcel Service Inc. Class B (XNYS)  3,968,023    589,767
  General Dynamics Corp.  1,985,485    560,880
  Johnson Controls International plc  8,378,381    547,276
  Emerson Electric Co.  4,785,191    542,736
  L3Harris Technologies Inc.  2,109,520    449,539
  Caterpillar Inc.    971,859    356,118
  Canadian National Railway Co.  2,641,160    347,794
  Siemens AG (Registered)  1,819,039    347,325
  Union Pacific Corp.  1,007,555    247,788
  Automatic Data Processing Inc.    990,590    247,390
  Lockheed Martin Corp.    513,990    233,799
  Honeywell International Inc.    976,101    200,345
  3M Co.  1,750,511    185,677
  PACCAR Inc.  1,058,686    131,161
  Oshkosh Corp.    805,087    100,402
  ManpowerGroup Inc.  1,289,196    100,093
  Cummins Inc.    298,744     88,025
  CNH Industrial NV  5,386,674     69,811
  RTX Corp.    622,611     60,723
  Ryder System Inc.    293,306     35,252
  AGCO Corp.    257,808     31,716
  Eaton Corp. plc     82,533     25,806
  FedEx Corp.     23,699      6,867
       5,506,290
Information Technology (9.8%)
  Broadcom Inc.  1,048,004  1,389,035
  Cisco Systems Inc. 25,288,796  1,262,164
  QUALCOMM Inc.  5,003,572    847,105
  NXP Semiconductors NV  2,646,119    655,629
  TE Connectivity Ltd.  2,849,031    413,793
  Corning Inc. 12,306,701    405,629
  HP Inc.  4,680,779    141,453
  Intel Corp.  2,675,961    118,197
  International Business Machines Corp.    541,495    103,404
  KLA Corp.    134,535     93,982
  Texas Instruments Inc.    494,253     86,104
  Hewlett Packard Enterprise Co.  2,734,426     48,481
  Dell Technologies Inc. Class C    219,683     25,068
  Amdocs Ltd.    173,258     15,657
  NetApp Inc.     52,587      5,520
       5,611,221
Materials (3.8%)
  Rio Tinto plc ADR  9,554,832    609,025
  Barrick Gold Corp. (XTSE) 22,436,214    373,338
  PPG Industries Inc.  2,544,603    368,713
  Celanese Corp.  2,108,847    362,426
  Reliance Inc.    449,682    150,275
  Steel Dynamics Inc.    921,573    136,605
  LyondellBasell Industries NV Class A    752,689     76,985
  Arch Resources Inc.    243,135     39,094
  Berry Global Group Inc.    535,281     32,374
 
5

 

Equity Income Fund
    Shares Market
Value

($000)
  CF Industries Holdings Inc.    343,262     28,563
  Mosaic Co.    392,383     12,737
       2,190,135
Real Estate (2.2%)
  Crown Castle Inc.  5,390,086    570,433
  Weyerhaeuser Co. 12,756,294    458,078
  Host Hotels & Resorts Inc. 11,145,789    230,495
       1,259,006
Utilities (7.4%)
  American Electric Power Co. Inc.  7,042,315    606,343
  PPL Corp. 21,520,238    592,452
  Exelon Corp. 15,577,362    585,241
  Atmos Energy Corp.  4,449,247    528,882
  Sempra  7,185,428    516,129
  Dominion Energy Inc.  7,948,306    390,977
  Vistra Corp.  2,434,912    169,592
  Xcel Energy Inc.  2,503,588    134,568
  WEC Energy Group Inc.  1,616,751    132,768
  DTE Energy Co.  1,047,854    117,506
  Evergy Inc.  2,170,485    115,860
  National Fuel Gas Co.  1,949,838    104,745
  UGI Corp.  4,204,594    103,181
  Ameren Corp.  1,251,021     92,526
  NextEra Energy Inc.  1,087,163     69,481
       4,260,251
Total Common Stocks
(Cost $42,183,865)
56,000,705
Temporary Cash Investments (2.0%)
Money Market Fund (1.0%)
2,3 Vanguard Market Liquidity Fund, 5.407%   5,524,128    552,302
    Face
Amount
($000)
 
Repurchase Agreements (1.0%)
  Goldman Sachs & Co. 5.320%, 4/1/24
(Dated 3/28/24, Repurchase Value $166,799,000, collateralized by Ginnie Mae 2.500%–7.000%, 6/15/31–11/15/63, and U.S. Treasury Note/Bond 3.625%, 2/15/53, with a value of $170,034,000)  
   166,700    166,700
    Face
Amount
($000)
Market
Value

($000)
  NatWest Markets plc 5.320%, 4/1/24
(Dated 3/28/24, Repurchase Value $179,006,000, collateralized by U.S. Treasury Note/Bond 0.500%–3.750%, 2/15/26–12/31/30, with a value of $182,478,000)  
   178,900    178,900
  Nomura International plc 5.320%, 4/1/24
(Dated 3/28/24, Repurchase Value $229,736,000, collateralized by U.S. Treasury Inflation Indexed Note/Bond 0.125%–0.625%, 1/15/31–7/15/32, and U.S. Treasury Note/Bond 0.375%–6.000%, 8/15/24–8/15/53, with a value of $234,192,000)  
   229,600    229,600
         575,200
Total Temporary Cash Investments (Cost $1,127,466) 1,127,502
Total Investments (99.7%) (Cost $43,311,331) 57,128,207
Other Assets and Liabilities—Net (0.3%) 189,993
Net Assets (100%) 57,318,200
Cost is in $000.
See Note A in Notes to Financial Statements.
1 Includes partial security positions on loan to broker-dealers. The total value of securities on loan is $6,367,000.
2 Affiliated money market fund available only to Vanguard funds and certain trusts and accounts managed by Vanguard. Rate shown is the 7-day yield.
3 Collateral of $6,318,000 was received for securities on loan.
  ADR—American Depositary Receipt.
 
6

 

Equity 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        
E-mini S&P 500 Index June 2024 2,269 602,249 12,901
  
See accompanying Notes, which are an integral part of the Financial Statements.
7

 

Equity 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 Value1  
Unaffiliated Issuers (Cost $42,759,065) 56,575,905
Affiliated Issuers (Cost $552,266) 552,302
Total Investments in Securities 57,128,207
Investment in Vanguard 1,660
Cash 26,997
Cash Collateral Pledged—Futures Contracts 26,779
Foreign Currency, at Value (Cost $15) 15
Receivables for Investment Securities Sold 303,671
Receivables for Accrued Income 122,500
Receivables for Capital Shares Issued 19,891
Variation Margin Receivable—Futures Contracts 579
Total Assets 57,630,299
Liabilities  
Payables for Investment Securities Purchased 254,495
Collateral for Securities on Loan 6,318
Payables to Investment Advisor 10,203
Payables for Capital Shares Redeemed 38,406
Payables to Vanguard 2,677
Total Liabilities 312,099
Net Assets 57,318,200
1 Includes $6,367,000 of securities on loan.  
At March 31, 2024, net assets consisted of:  
   
Paid-in Capital 41,772,022
Total Distributable Earnings (Loss) 15,546,178
Net Assets 57,318,200
 
Investor Shares—Net Assets  
Applicable to 124,314,784 outstanding $.001 par value shares of
beneficial interest (unlimited authorization)
5,358,169
Net Asset Value Per Share—Investor Shares $43.10
 
Admiral Shares—Net Assets  
Applicable to 575,288,347 outstanding $.001 par value shares of
beneficial interest (unlimited authorization)
51,960,031
Net Asset Value Per Share—Admiral Shares $90.32
  
See accompanying Notes, which are an integral part of the Financial Statements.
8

 

Equity Income Fund
Statement of Operations
  Six Months Ended
March 31, 2024
  ($000)
Investment Income  
Income  
Dividends1 850,351
Interest2 29,231
Securities Lending—Net 499
Total Income 880,081
Expenses  
Investment Advisory Fees—Note B  
Basic Fee 23,132
Performance Adjustment 274
The Vanguard Group—Note C  
Management and Administrative—Investor Shares 4,261
Management and Administrative—Admiral Shares 19,524
Marketing and Distribution—Investor Shares 148
Marketing and Distribution—Admiral Shares 1,259
Custodian Fees 166
Shareholders’ Reports—Investor Shares 58
Shareholders’ Reports—Admiral Shares 355
Trustees’ Fees and Expenses 20
Other Expenses 8
Total Expenses 49,205
Expenses Paid Indirectly (55)
Net Expenses 49,150
Net Investment Income 830,931
Realized Net Gain (Loss)  
Investment Securities Sold2 1,947,279
Futures Contracts 56,886
Foreign Currencies 408
Realized Net Gain (Loss) 2,004,573
Change in Unrealized Appreciation (Depreciation)  
Investment Securities2 5,825,665
Futures Contracts 37,451
Foreign Currencies (21)
Change in Unrealized Appreciation (Depreciation) 5,863,095
Net Increase (Decrease) in Net Assets Resulting from Operations 8,698,599
1 Dividends are net of foreign withholding taxes of $9,724,000.
2 Interest income, realized net gain (loss), capital gain distributions received, and change in unrealized appreciation (depreciation) from an affiliated company of the fund were $14,320,000, ($13,000), $4,000, and ($83,000), respectively. Purchases and sales are for temporary cash investment purposes.
  
See accompanying Notes, which are an integral part of the Financial Statements.
9

 

Equity 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 830,931   1,577,432
Realized Net Gain (Loss) 2,004,573   2,596,798
Change in Unrealized Appreciation (Depreciation) 5,863,095   1,899,892
Net Increase (Decrease) in Net Assets Resulting from Operations 8,698,599   6,074,122
Distributions      
Investor Shares (319,837)   (441,135)
Admiral Shares (3,070,212)   (4,056,028)
Total Distributions (3,390,049)   (4,497,163)
Capital Share Transactions      
Investor Shares (82,265)   (43,886)
Admiral Shares 649,633   2,048,004
Net Increase (Decrease) from Capital Share Transactions 567,368   2,004,118
Total Increase (Decrease) 5,875,918   3,581,077
Net Assets      
Beginning of Period 51,442,282   47,861,205
End of Period 57,318,200   51,442,282
  
See accompanying Notes, which are an integral part of the Financial Statements.
10

 

Equity Income 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 $39.11 $37.83 $42.95 $33.75 $36.51 $37.98
Investment Operations            
Net Investment Income1 .611 1.157 1.159 1.041 1.000 1.002
Net Realized and Unrealized Gain (Loss) on Investments 5.988 3.597 (2.848) 9.232 (2.067) .972
Total from Investment Operations 6.599 4.754 (1.689) 10.273 (1.067) 1.974
Distributions            
Dividends from Net Investment Income (.623) (1.149) (1.134) (1.012) (1.034) (.997)
Distributions from Realized Capital Gains (1.986) (2.325) (2.297) (.061) (.659) (2.447)
Total Distributions (2.609) (3.474) (3.431) (1.073) (1.693) (3.444)
Net Asset Value, End of Period $43.10 $39.11 $37.83 $42.95 $33.75 $36.51
Total Return2 17.45% 12.54% -4.67% 30.66% -2.87% 6.43%
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $5,358 $4,943 $4,823 $5,285 $4,482 $5,478
Ratio of Total Expenses to Average Net Assets3 0.27%4 0.27%4 0.28%4 0.28% 0.28% 0.27%
Ratio of Net Investment Income to Average Net Assets 3.00% 2.86% 2.69% 2.56% 2.89% 2.84%
Portfolio Turnover Rate 22% 48% 40% 29% 35% 32%
The expense ratio and net investment income ratio for the current period have been annualized.
1 Calculated based on average shares outstanding.
2 Total returns do not include account service fees that may have applied in the periods shown. Fund prospectuses provide information about any applicable account service fees.
3 Includes performance-based investment advisory fee increases (decreases) of 0.00%, 0.01%, 0.01%, 0.01%, 0.01%, and 0.01%.
4 The ratio of expenses to average net assets for the period net of reduction from broker commission abatement arrangements was 0.27%, 0.27% and 0.28% respectively.
  
See accompanying Notes, which are an integral part of the Financial Statements.
11

 

Equity Income 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 $81.96 $79.28 $90.01 $70.73 $76.52 $79.61
Investment Operations            
Net Investment Income1 1.320 2.503 2.516 2.262 2.159 2.167
Net Realized and Unrealized Gain (Loss) on Investments 12.546 7.534 (5.973) 19.342 (4.331) 2.028
Total from Investment Operations 13.866 10.037 (3.457) 21.604 (2.172) 4.195
Distributions            
Dividends from Net Investment Income (1.344) (2.484) (2.460) (2.196) (2.236) (2.156)
Distributions from Realized Capital Gains (4.162) (4.873) (4.813) (.128) (1.382) (5.129)
Total Distributions (5.506) (7.357) (7.273) (2.324) (3.618) (7.285)
Net Asset Value, End of Period $90.32 $81.96 $79.28 $90.01 $70.73 $76.52
Total Return2 17.50% 12.64% -4.58% 30.77% -2.77% 6.51%
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $51,960 $46,499 $43,039 $43,422 $30,816 $30,972
Ratio of Total Expenses to Average Net Assets3 0.18%4 0.18%4 0.19%4 0.19% 0.19% 0.18%
Ratio of Net Investment Income to Average Net Assets 3.09% 2.95% 2.78% 2.64% 2.98% 2.93%
Portfolio Turnover Rate 22% 48% 40% 29% 35% 32%
The expense ratio and net investment income ratio for the current period have been annualized.
1 Calculated based on average shares outstanding.
2 Total returns do not include account service fees that may have applied in the periods shown. Fund prospectuses provide information about any applicable account service fees.
3 Includes performance-based investment advisory fee increases (decreases) of 0.00%, 0.01%, 0.01%, 0.01%, 0.01%, and 0.01%.
4 The ratio of expenses to average net assets for the period net of reduction from broker commission abatement arrangements was 0.18%, 0.18% and 0.19%, respectively.
  
See accompanying Notes, which are an integral part of the Financial Statements.
12

 

Equity Income Fund
Notes to Financial Statements
Vanguard Equity Income 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. Other temporary cash investments are valued using the latest bid prices or using valuations based on a matrix system (which considers such factors as security prices, yields, maturities, and ratings), both as furnished by independent pricing services.
2. Foreign Currency: Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars using exchange rates obtained from an independent third party as of the fund’s pricing time on the valuation date. Realized gains (losses) and unrealized appreciation (depreciation) on investment securities include the effects of changes in exchange rates since the securities were purchased, combined with the effects of changes in security prices. Fluctuations in the value of other assets and liabilities resulting from changes in exchange rates are recorded as unrealized foreign currency gains (losses) until the assets or liabilities are settled in cash, at which time they are recorded as realized foreign currency gains (losses).
3. Repurchase Agreements: The fund enters into repurchase agreements with institutional counterparties. Securities pledged as collateral to the fund under repurchase agreements are held by a custodian bank until the agreements mature, and in the absence of a default, such collateral cannot be repledged, resold, or rehypothecated. Each agreement requires that the market value of the collateral be sufficient to cover payments of interest and principal. The fund further mitigates its counterparty risk by entering into repurchase agreements only with a diverse group of prequalified counterparties, monitoring their financial strength, and entering into master repurchase agreements with its counterparties. The master repurchase agreements provide that, in the event of a counterparty's default (including bankruptcy), the fund may terminate any repurchase agreements with that counterparty, determine the net amount owed, and sell or retain the collateral up to the net amount owed to the fund. Such action may be subject to legal proceedings, which may delay or limit the disposition of collateral.
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Equity Income Fund
4. Futures Contracts: The fund uses index futures contracts to a limited extent, with the objective of maintaining full exposure to the stock market while maintaining liquidity. The fund may purchase or sell futures contracts to achieve a desired level of investment, whether to accommodate portfolio turnover or cash flows from capital share transactions. The primary risks associated with the use of futures contracts are imperfect correlation between changes in market values of stocks held by the fund and the prices of futures contracts, and the possibility of an illiquid market. Counterparty risk involving futures is mitigated because a regulated clearinghouse is the counterparty instead of the clearing broker. To further mitigate counterparty risk, the fund trades futures contracts on an exchange, monitors the financial strength of its clearing brokers and clearinghouse, and has entered into clearing agreements with its clearing brokers. The clearinghouse imposes initial margin requirements to secure the fund’s performance and requires daily settlement of variation margin representing changes in the market value of each contract. Any securities pledged as initial margin for open contracts are noted in the Schedule of Investments.
Futures contracts are valued at their quoted daily settlement prices. The notional amounts of the contracts are not recorded in the Statement of Assets and Liabilities. Fluctuations in the value of the contracts are recorded in the Statement of Assets and Liabilities as an asset (liability) and in the Statement of Operations as unrealized appreciation (depreciation) until the contracts are closed, when they are recorded as realized gains (losses) on futures contracts.
During the 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.
5. Federal Income Taxes: The fund intends to continue to qualify as a regulated investment company and distribute virtually all of its taxable income. The fund’s tax returns are open to examination by the relevant tax authorities until expiration of the applicable statute of limitations, which is generally three years after the filing of the tax return. Management has analyzed the fund’s tax positions taken for all open federal and state income tax years, and has concluded that no provision for income tax is required in the fund’s financial statements.
6. Distributions: Distributions to shareholders are recorded on the ex-dividend date. Distributions are determined on a tax basis at the fiscal year-end and may differ from net investment income and realized capital gains for financial reporting purposes.
7. Securities Lending: To earn additional income, the fund lends its securities to qualified institutional borrowers. Security loans are subject to termination by the fund at any time, and are required to be secured at all times by collateral in an amount at least equal to the market value of securities loaned. Daily market fluctuations could cause the value of loaned securities to be more or less than the value of the collateral received. When this occurs, the collateral is adjusted and settled before the opening of the market on the next business day. The fund further mitigates its counterparty risk by entering into securities lending transactions only with a diverse group of prequalified counterparties, monitoring their financial strength, and entering into master securities lending agreements with its counterparties. The master securities lending agreements provide that, in the event of a counterparty’s default (including bankruptcy), the fund may terminate any loans with that borrower, determine the net amount owed, and sell or retain the collateral up to the net amount owed to the fund; however, such actions may be subject to legal proceedings. While collateral mitigates counterparty risk, in the event of a default, the fund may experience delays and costs in recovering the securities loaned. The fund invests cash collateral received in Vanguard Market Liquidity Fund, and records a liability in the Statement of Assets and Liabilities
14

 

Equity Income Fund
for the return of the collateral, during the period the securities are on loan. Collateral investments in Vanguard Market Liquidity Fund are subject to market appreciation or depreciation. Securities lending income represents fees charged to borrowers plus income earned on invested cash collateral, less expenses associated with the loan. During the term of the loan, the fund is entitled to all distributions made on or in respect of the loaned securities.
8. Credit Facilities and Interfund Lending Program: The fund and certain other funds managed by The Vanguard Group ("Vanguard") participate in a $4.3 billion committed credit facility provided by a syndicate of lenders pursuant to a credit agreement and an uncommitted credit facility provided by Vanguard. Both facilities may be renewed annually. Each fund is individually liable for its borrowings, if any, under the credit facilities. Borrowings may be utilized for temporary or emergency purposes and are subject to the fund’s regulatory and contractual borrowing restrictions. With respect to the committed credit facility, the participating funds are charged administrative fees and an annual commitment fee of 0.10% of the undrawn committed amount of the facility, which are allocated to the funds based on a method approved by the fund’s board of trustees and included in Management and Administrative expenses on the fund’s Statement of Operations. Any borrowings under either facility bear interest at an agreed-upon spread plus the higher of the federal funds effective rate, the overnight bank funding rate, or the Daily Simple Secured Overnight Financing Rate inclusive of an additional agreed-upon spread. However, borrowings under the uncommitted credit facility may bear interest based upon an alternate rate agreed to by the fund and Vanguard.
In accordance with an exemptive order (the “Order”) from the SEC, the fund may participate in a joint lending and borrowing program that allows registered open-end Vanguard funds to borrow money from and lend money to each other for temporary or emergency purposes (the “Interfund Lending Program”), subject to compliance with the terms and conditions of the Order, and to the extent permitted by the fund’s investment objective and investment policies. Interfund loans and borrowings normally extend overnight but can have a maximum duration of seven days. Loans may be called on one business day’s notice. The interest rate to be charged is governed by the conditions of the Order and internal procedures adopted by the board of trustees. The board of trustees is responsible for overseeing the Interfund Lending Program. 
For the six months ended March 31, 2024, the fund did not utilize the credit facilities or the Interfund Lending Program.
9. Other: Dividend income is recorded on the ex-dividend date. Non-cash dividends included in income, if any, are recorded at the fair value of the securities received. Interest income includes income distributions received from Vanguard Market Liquidity Fund and is accrued daily. Premiums and discounts on debt securities are amortized and accreted, respectively, to interest income over the lives of the respective securities, except for premiums on certain callable debt securities that are amortized to the earliest call date. Security transactions are accounted for on the date securities are bought or sold. Costs used to determine realized gains (losses) on the sale of investment securities are those of the specific securities sold.
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
15

 

Equity Income Fund
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. Wellington Management Company llp provides investment advisory services to a portion of the fund for a fee calculated at an annual percentage rate of average net assets managed by the advisor. The basic fee is subject to quarterly adjustments based on performance relative to the FTSE High Dividend Yield Index for the preceding three years.
Vanguard provides investment advisory services to a portion of the fund as described below; the fund paid Vanguard advisory fees of $3,045,000 for the six months ended March 31, 2024.
For the six months ended March 31, 2024, the aggregate investment advisory fee paid to all advisors represented an effective annual basic rate of 0.09% of the fund’s average net assets, before a net increase of $274,000 (0.00%) based on performance.
C. In accordance with the terms of a Funds' Service Agreement (the “FSA”) between Vanguard and the fund, Vanguard furnishes to the fund 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 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 $1,660,000, representing less than 0.01% of the fund’s net assets and 0.66% of Vanguard’s capital received pursuant to the FSA. The fund’s trustees and officers are also directors and employees, respectively, of Vanguard.
D. The fund has asked its investment advisor to direct certain security trades, subject to obtaining the best price and execution, to brokers who have agreed to rebate to the fund part of the commissions generated. Such rebates are used solely to reduce the fund’s management and administrative expenses. For the six months ended March 31, 2024, these arrangements reduced the fund’s expenses by $55,000 (an annual rate of less than 0.01% of average net assets).
E. Various inputs may be used to determine the value of the fund’s investments and derivatives. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.
Level 1—Quoted prices in active markets for identical securities.
Level 2—Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
16

 

Equity Income Fund
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.
The following table summarizes the market value of the fund’s investments and derivatives 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 54,739,156 1,261,549 56,000,705
Temporary Cash Investments 552,302 575,200 1,127,502
Total 55,291,458 1,836,749 57,128,207
Derivative Financial Instruments        
Assets        
Futures Contracts1 12,901 12,901
1 Includes cumulative appreciation (depreciation) on futures contracts and centrally cleared swaps, if any, as reported in the Schedule of Investments. Only current day’s variation margin is reported within the Statement of Assets and Liabilities.
F. 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 43,463,998
Gross Unrealized Appreciation 14,560,494
Gross Unrealized Depreciation (883,384)
Net Unrealized Appreciation (Depreciation) 13,677,110
G. During the six months ended March 31, 2024, the fund purchased $11,218,906,000 of investment securities and sold $13,315,295,000 of investment securities, other than temporary cash investments.
The fund purchased securities from and sold securities to other funds or accounts managed by its investment advisors or their affiliates, in accordance with procedures adopted by the board of trustees in compliance with Rule 17a-7 of the Investment Company Act of 1940. For the six months ended March 31, 2024, such purchases were $29,368,000 and sales were $2,029,000, resulting in net realized gain of $657,000; these amounts, other than temporary cash investments, are included in the purchases and sales of investment securities noted above.
17

 

Equity Income Fund
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 241,285 6,009   585,386 14,340
Issued in Lieu of Cash Distributions 297,893 7,474   411,265 10,313
Redeemed (621,443) (15,543)   (1,040,537) (25,752)
Net Increase (Decrease)—Investor Shares (82,265) (2,060)   (43,886) (1,099)
Admiral Shares          
Issued 2,723,350 32,359   7,447,318 87,620
Issued in Lieu of Cash Distributions 2,780,355 33,284   3,644,882 43,619
Redeemed (4,854,072) (57,669)   (9,044,196) (106,801)
Net Increase (Decrease)—Admiral Shares 649,633 7,974   2,048,004 24,438
I. 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.
J. Management has determined that no events or transactions occurred subsequent to March 31, 2024, that would require recognition or disclosure in these financial statements.
18

 

Trustees Approve Advisory Arrangement
The board of trustees of Vanguard Equity Income Fund has renewed the fund’s investment advisory arrangements with Wellington Management Company llp (Wellington Management) and The Vanguard Group, Inc. (Vanguard), through its Quantitative Equity Group. The board determined that renewing the fund’s advisory arrangements was in the best interests of the fund and its shareholders.
The board based its decisions upon an evaluation of each advisor’s investment staff, portfolio management process, and performance. This evaluation included information provided to the board by Vanguard’s Portfolio Review Department, which is responsible for fund and advisor oversight and product management. The Portfolio Review Department met regularly with the advisors and made 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 the fund’s performance relative to its peers and benchmark, as applicable, and updates, as needed, on the Portfolio Review Department’s ongoing assessment of the advisors.
Prior to their meeting, the trustees were provided with a memo and materials that summarized the information they received over the course of the year. They also considered the factors discussed below, among others. However, no single factor determined whether the board approved the arrangements. Rather, it was the totality of the circumstances that drove the board’s decisions.
Nature, extent, and quality of services
The board reviewed the quality of the fund’s investment management services over both the short and long term, and took into account the organizational depth and stability of each advisor. The board considered the following:
Wellington Management. Wellington Management, founded in 1928, is among the nation’s oldest and most respected institutional investment managers. Utilizing fundamental research, Wellington Management seeks to build a portfolio with an above-market yield, superior growth rate, and more attractive valuation. Although every company purchased for the portfolio will pay a dividend, the goal is to build a portfolio with an above-market yield in aggregate, allowing for individual companies with below-market yields. Normalized earnings, normalized price-to-earnings ratios, and improving returns on capital are key to the research process. The firm has managed a portion of the fund since 2000.
Vanguard. Vanguard has been managing investments for more than four decades. The Quantitative Equity Group adheres to a sound, disciplined investment management process; the team has considerable experience, stability, and depth. Vanguard has managed a portion of the fund since 2003.
19

 

The board concluded that each advisor’s experience, stability, depth, and performance, among other factors, warranted continuation of the advisory arrangements.
Investment performance
The board considered the short- and long-term performance of each advisor’s subportfolio, including any periods of outperformance or underperformance compared with a relevant benchmark index and peer group. The board concluded that the performance was such that each advisory arrangement should continue.
Cost
The board concluded that the fund’s expense ratio was below the average expense ratio charged by funds in its peer group and that the fund’s advisory expense rate was also below the peer-group average.
The board did not consider the profitability of Wellington Management in determining whether to approve the advisory fee, because Wellington Management is independent of Vanguard and the advisory fee is the result of arm’s-length negotiations. 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.
The benefit of economies of scale
The board concluded that the fund’s shareholders benefit from economies of scale because of breakpoints in the fund’s advisory fee schedule for Wellington Management. The breakpoints reduce the effective rate of the fee as the fund’s assets managed by Wellington Management increase. The board also concluded that the fund’s arrangement with Vanguard ensures that the fund will realize economies of scale as it grows, with the cost to shareholders declining as the fund’s assets managed by Vanguard increase.
The board will consider whether to renew the advisory arrangements again after a one-year period.
20

 

Liquidity Risk Management
Vanguard funds (except for the money market funds) have adopted and implemented a written liquidity risk management program (the “Program”) as required by Rule 22e-4 under the Investment Company Act of 1940. Rule 22e-4 requires that each fund adopt a program that is reasonably designed to assess and manage the fund’s liquidity risk, which is the risk that the fund could not meet redemption requests without significant dilution of remaining investors’ interests in the fund.
Assessment and management of a fund’s liquidity risk under the Program take into consideration certain factors, such as the fund’s investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed conditions, its short- and long-term cash-flow projections during both normal and reasonably foreseeable stressed conditions, and its cash and cash-equivalent holdings and access to other funding sources. As required by the rule, the Program includes policies and procedures for classification of fund portfolio holdings in four liquidity categories, maintaining certain levels of highly liquid investments, and limiting holdings of illiquid investments.
The board of trustees of Vanguard Fenway Funds approved the appointment of liquidity risk management program administrators responsible for administering Vanguard Equity Income 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.
21

 

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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.
Q652 052024

Semiannual Report   |   March 31, 2024
Vanguard PRIMECAP Core 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
Trustees Approve Advisory Arrangement

15
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      
PRIMECAP Core Fund Beginning
Account Value
9/30/2023
Ending
Account Value
3/31/2024
Expenses
Paid During
Period
Based on Actual Fund Return $1,000.00 $1,210.90 $2.54
Based on Hypothetical 5% Yearly Return 1,000.00 1,022.70 2.33
The calculations are based on expenses incurred in the most recent six-month period. The fund’s annualized six-month expense ratio for that period is 0.46%. 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 Core Fund
Fund Allocation
As of March 31, 2024
Communication Services 5.6%
Consumer Discretionary 8.4
Consumer Staples 1.1
Energy 3.4
Financials 9.8
Health Care 29.2
Industrials 15.6
Information Technology 25.2
Materials 1.6
Real Estate 0.1
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 Core 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 (96.1%)
Communication Services (5.4%)
* Alphabet Inc. Class A 1,713,800    258,664
* Alphabet Inc. Class C 1,263,540    192,387
  Walt Disney Co.   698,275     85,441
  Meta Platforms Inc. Class A   104,600     50,792
  T-Mobile US Inc.   273,700     44,673
  Nintendo Co. Ltd.   507,500     27,691
  Electronic Arts Inc.   169,400     22,474
* Charter Communications Inc. Class A    40,850     11,872
* Netflix Inc.    18,000     10,932
  Comcast Corp. Class A   156,200      6,771
* Altice USA Inc. Class A   160,000        418
         712,115
Consumer Discretionary (8.0%)
  TJX Cos. Inc. 1,533,100    155,487
  Ross Stores Inc. 1,044,280    153,259
  Sony Group Corp. ADR 1,734,500    148,716
* Mattel Inc. 4,858,100     96,239
* CarMax Inc. 1,035,300     90,185
  Whirlpool Corp.   716,774     85,748
  Alibaba Group Holding Ltd. ADR 1,073,000     77,642
* Royal Caribbean Cruises Ltd.   551,200     76,622
* Tesla Inc.   190,400     33,470
  Bath & Body Works Inc.   526,300     26,326
  Marriott International Inc. Class A    97,000     24,474
  Newell Brands Inc. 2,725,000     21,882
* Capri Holdings Ltd.   406,763     18,426
* Burlington Stores Inc.    46,000     10,681
  McDonald's Corp.    31,800      8,966
  Lowe's Cos. Inc.    25,000      6,368
* Victoria's Secret & Co.   311,700      6,041
* Amazon.com Inc.    33,000      5,953
* Carnival Corp.   348,400      5,693
* MGM Resorts International    94,900      4,480
* Leslie's Inc.   511,100      3,322
* Norwegian Cruise Line Holdings Ltd.    68,440      1,432
  Restaurant Brands International Inc.    10,700        850
       1,062,262
    Shares Market
Value

($000)
Consumer Staples (1.1%)
* Dollar Tree Inc.   472,400     62,900
* BJ's Wholesale Club Holdings Inc.   426,000     32,227
  Sysco Corp.   382,700     31,068
  Tyson Foods Inc. Class A   180,000     10,571
  Altria Group Inc.   162,000      7,066
         143,832
Energy (3.3%)
  Pioneer Natural Resources Co.   559,123    146,770
  ConocoPhillips   416,600     53,025
  Cameco Corp. 1,115,700     48,332
  Hess Corp.   261,800     39,961
  EOG Resources Inc.   311,221     39,786
  Coterra Energy Inc.   967,050     26,961
  TechnipFMC plc   733,600     18,421
  Valero Energy Corp.   103,200     17,615
* Transocean Ltd. (XNYS) 2,537,200     15,934
* Southwestern Energy Co. 1,910,000     14,478
  Schlumberger NV   235,400     12,902
         434,185
Financials (9.4%)
  Raymond James Financial Inc. 1,729,455    222,097
  Wells Fargo & Co. 3,628,400    210,302
  JPMorgan Chase & Co.   875,500    175,363
  Visa Inc. Class A   374,590    104,541
  Evercore Inc. Class A   525,700    101,245
  Northern Trust Corp. 1,115,450     99,186
  Goldman Sachs Group Inc.   202,400     84,540
  Discover Financial Services   274,800     36,023
  CME Group Inc.   154,050     33,165
  KeyCorp. 2,088,500     33,019
  Bank of New York Mellon Corp.   546,800     31,507
  Progressive Corp.   130,500     26,990
  Mastercard Inc. Class A    55,400     26,679
  Fidelity National Information Services Inc.   342,000     25,370
* PayPal Holdings Inc.   220,800     14,791
* WEX Inc.    53,480     12,703
  Charles Schwab Corp.    90,400      6,540
4

 

PRIMECAP Core Fund
    Shares Market
Value

($000)
  Bank of America Corp.    62,959      2,387
       1,246,448
Health Care (28.0%)
  Eli Lilly & Co. 1,791,672  1,393,849
  Amgen Inc. 1,350,980    384,111
  AstraZeneca plc ADR 5,586,180    378,464
* Biogen Inc. 1,298,217    279,934
* Boston Scientific Corp. 3,148,380    215,633
  Thermo Fisher Scientific Inc.   274,470    159,525
  Bristol-Myers Squibb Co. 2,353,910    127,652
* Elanco Animal Health Inc. (XNYS) 7,840,188    127,638
1 Novartis AG ADR 1,151,600    111,394
  Zimmer Biomet Holdings Inc.   691,050     91,205
  GSK plc ADR 1,822,550     78,133
  Roche Holding AG   213,112     54,411
* BioMarin Pharmaceutical Inc.   599,860     52,392
  CVS Health Corp.   580,850     46,329
* LivaNova plc   809,900     45,306
  Agilent Technologies Inc.   232,430     33,821
  Stryker Corp.    68,700     24,586
* IQVIA Holdings Inc.    54,156     13,695
  Danaher Corp.    47,140     11,772
* Illumina Inc.    85,370     11,723
*,2 Siemens Healthineers AG   148,420      9,077
  Abbott Laboratories    72,000      8,183
  UnitedHealth Group Inc.    14,289      7,069
  Alcon Inc.    84,460      7,035
* Waters Corp.    20,331      6,999
  Sanofi SA ADR   134,000      6,512
  Humana Inc.    15,844      5,493
  Medtronic plc    54,400      4,741
* Sandoz Group AG    60,680      1,832
* Zimvie Inc.     5,830         96
       3,698,610
Industrials (15.0%)
  Siemens AG (Registered) 1,471,334    280,935
  FedEx Corp.   930,800    269,690
  AECOM 2,212,050    216,958
  Southwest Airlines Co. 5,842,969    170,556
  Jacobs Solutions Inc.   968,345    148,864
  Airbus SE   561,152    103,380
  United Parcel Service Inc. Class B (XNYS)   552,000     82,044
* NEXTracker Inc. Class A 1,455,021     81,874
  Delta Air Lines Inc. 1,649,510     78,962
  TransDigm Group Inc.    60,100     74,019
* United Airlines Holdings Inc. 1,412,340     67,623
  Textron Inc.   535,600     51,380
  Caterpillar Inc.   115,000     42,139
* American Airlines Group Inc. 2,650,900     40,691
* XPO Inc.   330,800     40,368
  General Dynamics Corp.   136,400     38,532
  Carrier Global Corp.   426,000     24,763
  Otis Worldwide Corp.   220,300     21,869
  Union Pacific Corp.    84,400     20,756
  Moog Inc. Class A   119,900     19,142
* Saia Inc.    28,500     16,673
  JB Hunt Transport Services Inc.    65,800     13,111
  Norfolk Southern Corp.    42,500     10,832
    Shares Market
Value

($000)
* RXO Inc.   443,600      9,702
* Boeing Co.    48,000      9,264
* GXO Logistics Inc.   154,200      8,290
  Knight-Swift Transportation Holdings Inc.   137,700      7,576
  Rockwell Automation Inc.    25,650      7,473
  L3Harris Technologies Inc.    34,000      7,245
  CSX Corp.   171,900      6,372
  Deere & Co.    12,880      5,290
  AMETEK Inc.    10,000      1,829
  Veralto Corp.    15,713      1,393
       1,979,595
Information Technology (24.2%)
  Microsoft Corp.   989,980    416,504
  KLA Corp.   554,400    387,287
  Intel Corp. 7,900,400    348,961
* Flex Ltd. 8,774,230    251,031
  Texas Instruments Inc. 1,355,750    236,185
  Micron Technology Inc. 1,807,100    213,039
  Applied Materials Inc.   960,100    198,001
  Oracle Corp. 1,297,000    162,916
  ASML Holding NV GDR (Registered)   120,000    116,456
  Intuit Inc.   158,600    103,090
  Analog Devices Inc.   420,600     83,191
* Adobe Inc.   159,100     80,282
  NetApp Inc.   747,500     78,465
  HP Inc. 2,592,053     78,332
  QUALCOMM Inc.   425,280     72,000
  Hewlett Packard Enterprise Co. 3,152,020     55,885
  Apple Inc.   275,000     47,157
  Jabil Inc.   340,000     45,543
  Cisco Systems Inc.   870,300     43,437
  NVIDIA Corp.    34,100     30,811
  Seagate Technology Holdings plc   318,600     29,646
  Corning Inc.   888,600     29,288
  Teradyne Inc.   218,840     24,692
* Keysight Technologies Inc.   149,300     23,348
  Telefonaktiebolaget LM Ericsson ADR 3,894,400     21,458
* Western Digital Corp.   146,600     10,004
* Ciena Corp.    80,000      3,956
* BlackBerry Ltd. 1,276,500      3,523
       3,194,488
Materials (1.6%)
  Albemarle Corp.   433,265     57,078
  Glencore plc 9,464,223     51,935
  DuPont de Nemours Inc.   299,500     22,963
  Freeport-McMoRan Inc.   422,200     19,852
  Tronox Holdings plc   959,000     16,639
  Corteva Inc.   266,293     15,357
  Dow Inc.   224,500     13,005
  Linde plc    13,500      6,268
  Greif Inc. Class B    24,000      1,669
         204,766
Real Estate (0.1%)
  American Homes 4 Rent Class A   220,000      8,092
Total Common Stocks
(Cost $4,929,910)
12,684,393
 
5

 

PRIMECAP Core Fund
    Shares Market
Value

($000)
Temporary Cash Investments (3.6%)
Money Market Fund (3.6%)
3,4 Vanguard Market Liquidity Fund, 5.407% (Cost$472,632) 4,728,028           472,708
Total Investments (99.7%) (Cost $5,402,542) 13,157,101
Other Assets and Liabilities—Net (0.3%) 35,211
Net Assets (100%) 13,192,312
Cost is in $000.
See Note A in Notes to Financial Statements.
* Non-income-producing security.
1 Includes partial security positions on loan to broker-dealers. The total value of securities on loan is $4,315,000.
2 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 $9,077,000, representing 0.1% of net assets.
3 Affiliated money market fund available only to Vanguard funds and certain trusts and accounts managed by Vanguard. Rate shown is the 7-day yield.
4 Collateral of $4,371,000 was received for securities on loan.
  ADR—American Depositary Receipt.
  GDR—Global Depositary Receipt.
See accompanying Notes, which are an integral part of the Financial Statements.
6

 

PRIMECAP Core 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 $4,929,910) 12,684,393
Affiliated Issuers (Cost $472,632) 472,708
Total Investments in Securities 13,157,101
Investment in Vanguard 386
Receivables for Investment Securities Sold 32,417
Receivables for Accrued Income 17,737
Receivables for Capital Shares Issued 6,507
Total Assets 13,214,148
Liabilities  
Due to Custodian 29
Payables for Investment Securities Purchased 4,724
Collateral for Securities on Loan 4,371
Payables to Investment Advisor 9,554
Payables for Capital Shares Redeemed 2,306
Payables to Vanguard 852
Total Liabilities 21,836
Net Assets 13,192,312
1 Includes $4,315,000 of securities on loan.  
At March 31, 2024, net assets consisted of:  
   
Paid-in Capital 5,141,407
Total Distributable Earnings (Loss) 8,050,905
Net Assets 13,192,312
 
Net Assets  
Applicable to 378,554,512 outstanding $.001 par value shares of
beneficial interest (unlimited authorization)
13,192,312
Net Asset Value Per Share $34.85
  
See accompanying Notes, which are an integral part of the Financial Statements.
7

 

PRIMECAP Core Fund
Statement of Operations
  Six Months Ended
March 31, 2024
  ($000)
Investment Income  
Income  
Dividends1 92,683
Interest2 13,088
Securities Lending—Net 4
Total Income 105,775
Expenses  
Investment Advisory Fees—Note B 18,296
The Vanguard Group—Note C  
Management and Administrative 8,522
Marketing and Distribution 271
Custodian Fees 149
Shareholders’ Reports 45
Trustees’ Fees and Expenses 4
Other Expenses 8
Total Expenses 27,295
Expenses Paid Indirectly (2)
Net Expenses 27,293
Net Investment Income 78,482
Realized Net Gain (Loss)  
Investment Securities Sold2 315,991
Foreign Currencies (65)
Realized Net Gain (Loss) 315,926
Change in Unrealized Appreciation (Depreciation)  
Investment Securities2 1,933,808
Foreign Currencies 15
Change in Unrealized Appreciation (Depreciation) 1,933,823
Net Increase (Decrease) in Net Assets Resulting from Operations 2,328,231
1 Dividends are net of foreign withholding taxes of $2,280,000.
2 Interest income, realized net gain (loss), capital gain distributions received, and change in unrealized appreciation (depreciation) from an affiliated company of the fund were $13,088,000, $10,000, $2,000, and ($54,000), respectively. Purchases and sales are for temporary cash investment purposes.
  
See accompanying Notes, which are an integral part of the Financial Statements.
8

 

PRIMECAP Core 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 78,482   147,238
Realized Net Gain (Loss) 315,926   522,729
Change in Unrealized Appreciation (Depreciation) 1,933,823   1,645,422
Net Increase (Decrease) in Net Assets Resulting from Operations 2,328,231   2,315,389
Distributions      
Total Distributions (663,536)   (822,420)
Capital Share Transactions      
Issued 279,251   459,021
Issued in Lieu of Cash Distributions 527,309   653,229
Redeemed (500,811)   (1,022,158)
Net Increase (Decrease) from Capital Share Transactions 305,749   90,092
Total Increase (Decrease) 1,970,444   1,583,061
Net Assets      
Beginning of Period 11,221,868   9,638,807
End of Period 13,192,312   11,221,868
  
See accompanying Notes, which are an integral part of the Financial Statements.
9

 

PRIMECAP Core 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 $30.44 $26.49 $33.78 $27.08 $27.08 $29.92
Investment Operations            
Net Investment Income1 .209 .394 .339 .243 .398 .391
Net Realized and Unrealized Gain (Loss) on Investments 6.018 5.839 (5.312) 8.746 1.553 (1.020)
Total from Investment Operations 6.227 6.233 (4.973) 8.989 1.951 (.629)
Distributions            
Dividends from Net Investment Income (.398) (.365) (.236) (.357) (.388) (.322)
Distributions from Realized Capital Gains (1.419) (1.918) (2.081) (1.932) (1.563) (1.889)
Total Distributions (1.817) (2.283) (2.317) (2.289) (1.951) (2.211)
Net Asset Value, End of Period $34.85 $30.44 $26.49 $33.78 $27.08 $27.08
Total Return2 21.09% 24.60% -15.92% 34.71% 7.02% -1.06%
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $13,192 $11,222 $9,639 $12,056 $9,681 $10,655
Ratio of Total Expenses to Average Net Assets 0.46%3 0.46%3 0.46% 0.46% 0.46% 0.46%
Ratio of Net Investment Income to Average Net Assets 1.28% 1.34% 1.08% 0.76% 1.52% 1.48%
Portfolio Turnover Rate 3% 6% 6% 8% 8% 7%
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 0.46%.
  
See accompanying Notes, which are an integral part of the Financial Statements.
10

 

PRIMECAP Core Fund
Notes to Financial Statements
Vanguard PRIMECAP Core Fund is registered under the Investment Company Act of 1940 as an open-end investment company, or mutual fund.
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 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
11

 

PRIMECAP Core Fund
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.
12

 

PRIMECAP Core Fund
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 0.30% 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 $386,000, representing less than 0.01% of the fund’s net assets and 0.15% 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 $2,000 (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.
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 12,155,132 529,261 12,684,393
Temporary Cash Investments 472,708 472,708
Total 12,627,840 529,261 13,157,101
13

 

PRIMECAP Core Fund
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 5,404,747
Gross Unrealized Appreciation 8,030,190
Gross Unrealized Depreciation (277,836)
Net Unrealized Appreciation (Depreciation) 7,752,354
G. During the six months ended March 31, 2024, the fund purchased $331,690,000 of investment securities and sold $622,448,000 of investment securities, other than temporary cash investments.
H. Capital shares issued and redeemed were:
    
  Six Months
Ended
March 31,
2024
  Year Ended
September 30,
2023
  Shares
(000)
  Shares
(000)
Issued 8,767   15,850
Issued in Lieu of Cash Distributions 16,740   24,113
Redeemed (15,647)   (35,183)
Net Increase (Decrease) in Shares Outstanding 9,860   4,780
I. 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.
J. Management has determined that no events or transactions occurred subsequent to March 31, 2024, that would require recognition or disclosure in these financial statements.
14

 

Trustees Approve Advisory Arrangement
The board of trustees of Vanguard PRIMECAP Core Fund has renewed the fund’s investment advisory arrangement with PRIMECAP Management Company (PRIMECAP). The board determined that renewing the fund’s advisory arrangement was in the best interests of the fund and its shareholders.
The board based its decision upon an evaluation of the advisor’s investment staff, portfolio management process, and performance. This evaluation included information provided to the board by Vanguard’s Portfolio Review Department, which is responsible for fund and advisor oversight and product management. The Portfolio Review Department met regularly with the advisor and made presentations to the board during the fiscal year that directed the board’s focus to relevant information and topics.
The board, or an investment committee made up of board members, also received information throughout the year during advisor presentations 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 the fund’s performance relative to its peers and benchmark, as applicable, and updates, as needed, on the Portfolio Review Department’s ongoing assessment of the advisors. 
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 arrangement. Rather, it was the totality of the circumstances that drove the board’s decision.
Nature, extent, and quality of services
The board reviewed the quality of the fund’s investment management services over both the short and long term and took into account the organizational depth and stability of the advisor. The board considered that PRIMECAP, founded in 1983, is recognized for its long-term approach to equity investing. The portfolio managers are responsible for separate sub-portfolios, and each portfolio manager employs a fundamental, research-driven approach in seeking to identify companies with long-term growth potential that the market has yet to appreciate. The multi-counselor approach that the advisor employs is designed to emphasize individual decision-making and enable the portfolio managers to invest only in their highest-conviction ideas. PRIMECAP’s fundamental research focuses on developing opinions independent from Wall Street’s consensus and maintaining a long-term time horizon. PRIMECAP has managed the fund since its inception in 2004.
The board concluded that the advisor’s experience, stability, depth, and performance, among other factors, warranted continuation of the advisory arrangement.
15

 

Investment performance
The board considered the short- and long-term performance of the fund, including any periods of outperformance or underperformance compared with a relevant benchmark index and peer group. The board concluded that the performance was such that the advisory arrangement should continue.
Cost
The board concluded that the fund’s expense ratio was below the average expense ratio charged by funds in its peer group and that the fund’s advisory fee rate was also below the peer-group average.
The board did not consider the profitability of PRIMECAP in determining whether to approve the advisory fee, because PRIMECAP is independent of Vanguard and the advisory fee is the result of arm’s-length negotiations.
The benefit of economies of scale
The board concluded that the fund’s shareholders benefit from economies of scale because of breakpoints in the fund’s advisory fee schedule for PRIMECAP. The breakpoints reduce the effective rate of the fee as the fund’s assets increase.
The board will consider whether to renew the advisory arrangement again after a one-year period.
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 Fenway Funds approved the appointment of liquidity risk management program administrators responsible for administering Vanguard PRIMECAP Core 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

 

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© 2024 The Vanguard Group, Inc.
All rights reserved.
Vanguard Marketing Corporation, Distributor.
Q12202 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 FENWAY 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 FENWAY FUNDS  
     
BY: /s/ MORTIMER J. BUCKLEY*  
  MORTIMER J. BUCKLEY  
  CHIEF EXECUTIVE OFFICER  

  

Date: May 20, 2024

 

  VANGUARD FENWAY 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.