0001104659-22-131330.txt : 20221230 0001104659-22-131330.hdr.sgml : 20221230 20221230155745 ACCESSION NUMBER: 0001104659-22-131330 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 18 CONFORMED PERIOD OF REPORT: 20221031 FILED AS OF DATE: 20221230 DATE AS OF CHANGE: 20221230 EFFECTIVENESS DATE: 20221230 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VANGUARD WINDSOR FUNDS CENTRAL INDEX KEY: 0000107606 IRS NUMBER: 510082711 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-00834 FILM NUMBER: 221501957 BUSINESS ADDRESS: STREET 1: PO BOX 2600 STREET 2: V26 CITY: VALLEY FORGE STATE: PA ZIP: 19482 BUSINESS PHONE: 6106691000 MAIL ADDRESS: STREET 1: PO BOX 2600 STREET 2: V26 CITY: VALLEY FORGE STATE: PA ZIP: 19482 FORMER COMPANY: FORMER CONFORMED NAME: VANGUARD WINDSOR FUNDS/ DATE OF NAME CHANGE: 20011121 FORMER COMPANY: FORMER CONFORMED NAME: VANGUARD/WINDSOR FUNDS INC DATE OF NAME CHANGE: 19931203 FORMER COMPANY: FORMER CONFORMED NAME: WINDSOR FUNDS INC DATE OF NAME CHANGE: 19920703 0000107606 S000004417 Vanguard Windsor Fund C000012178 Investor Shares VWNDX C000012179 Admiral Shares VWNEX 0000107606 S000004418 Vanguard Windsor II Fund C000012180 Investor Shares VWNFX C000012181 Admiral Shares VWNAX N-CSR 1 tm2229091d1_ncsr.htm N-CSR

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT

OF

REGISTERED MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number: 811-00834

 

Name of Registrant: Vanguard Windsor Funds
Address of Registrant: P.O. Box 2600
  Valley Forge, PA 19482

 

Name and address of agent for service: Anne E. Robinson, Esquire
  P.O. Box 876
  Valley Forge, PA 19482

 

Registrant’s telephone number, including area code: (610) 669-1000

 

Date of fiscal year end: October 31

 

Date of reporting period: November 1, 2021—October 31, 2022

 

 

 

Item 1: Reports to Shareholders

 

Annual Report   |   October 31, 2022
Vanguard Windsor Fund

Contents
Your Fund’s Performance at a Glance

1
Advisors' Report

2
About Your Fund’s Expenses

6
Performance Summary

8
Financial Statements

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

Your Fund’s Performance at a Glance
The 12 months ended October 31, 2022, were a volatile, challenging period for financial markets. Vanguard Windsor Fund returned –2.97% for Investor Shares and –2.89% for Admiral Shares, outpacing the –7.00% return of its benchmark, the Russell 1000 Value Index.
The global economic backdrop deteriorated as inflation reached multidecade highs, notably in energy and food prices after Russia invaded Ukraine in February. Price increases then broadened to other goods and services, adding to concerns that inflation would remain stubbornly high. Many central banks tightened aggressively to try to rein in inflation, which increased fears of a recession.
The broad U.S. stock market, as measured by the Russell 3000 Index, returned –16.52%. Value stocks held up significantly better than growth. By market capitalization, there was much less divergence in performance.
Returns were positive in four industry sectors. The advisors’ selections in financials contributed most to outperformance relative to the benchmark. An underweight to communication services also helped. Health care, consumer staples, and consumer discretionary were net detractors.
Market Barometer
  Average Annual Total Returns
Periods Ended October 31, 2022
  One Year Three Years Five Years
Stocks      
Russell 1000 Index (Large-caps) -16.38% 9.99% 10.19%
Russell 2000 Index (Small-caps) -18.54 7.05 5.56
Russell 3000 Index (Broad U.S. market) -16.52 9.79 9.87
FTSE All-World ex US Index (International) -24.20 -1.16 -0.18
Bonds      
Bloomberg U.S. Aggregate Float Adjusted Index
(Broad taxable market)
-15.69% -3.73% -0.50%
Bloomberg Municipal Bond Index
(Broad tax-exempt market)
-11.98 -2.18 0.37
FTSE Three-Month U.S. Treasury Bill Index 0.88 0.59 1.15
CPI      
Consumer Price Index 7.75% 5.01% 3.85%
1

Advisors’ Report
For the 12 months ended October 31, 2022, Vanguard Windsor Fund returned –2.97% for Investor Shares and –2.89% for Admiral Shares. It outperformed its benchmark, the Russell 1000 Value Index, which returned –7.00%.
Your fund is managed by two independent advisors, a strategy that enhances its diversification by providing exposure to distinct yet complementary investment approaches. It’s not uncommon for different advisors to have different views about individual securities or the broader investment environment.
The accompanying table lists the advisors, the amount and percentage of fund assets each manages, and brief descriptions of their investment strategies.
The advisors have provided the following assessment of the investment environment during the past 12 months and the notable successes and shortfalls in their portfolios. These comments were prepared on November 16, 2022.
Wellington Management Company llp
Portfolio Manager:
David W. Palmer, CFA,
Senior Managing Director
The period under review has brought no shortage of macroeconomic developments, from Russia’s war in Ukraine to inflation persisting at multi-decade highs and the U.S. Federal Reserve committing to tighter monetary policies, which fueled fears of a recession.
As a result, market volatility has remained extremely high. Amid the turmoil, our team continued to see wide alpha opportunities and executed on our investment process to deliver strong outperformance. Over the fiscal year, the best-performing sectors in the portfolio’s benchmark were energy, consumer staples, and utilities, while communication services, information technology, and real estate lagged the market.
Stock selection drove the portfolio’s relative outperformance, led by financials, consumer discretionary, and information technology. Among the stocks that had an impact of at least 30 basis points (0.3%) on relative performance, positive or negative, the winners outnumbered the losers by 61%. The winners were broadly spread over eight of the 11 sectors.
Financials was the portfolio’s best-performing sector on a relative basis. Within the sector, the most notable contributors were M&T Bank and Raymond James, as well as not holding JP Morgan Chase. Shares of M&T Bank and Raymond James Financial both rallied to begin the year as defensively oriented financial stocks were expected to benefit from higher rates. More recently, M&T management’s emphasis that the acquisition of People’s United Financial was accretive to its net operating results and could drive value longer term further supported share prices. Raymond James Financial shares soared later during the period after the company reported strong year-over-year growth in net interest
 
2

income and fees generated by its bank deposit program, which helped offset declines elsewhere.
Within consumer discretionary, Dollar Tree, a U.S.-based discount retailer, delivered positive returns as new initiatives, including the company’s decision to move to a $1.25 price point from $1, helped combat rising inflation and improved results.
Weak security selection within health care partially offset positive returns elsewhere in the portfolio. Shares of Dentsply Sirona declined. The stock underperformed because of broad negative sentiment in the direct-to-consumer clear aligner space (although that segment is a small part of the firm’s business), as well as concerns over leadership transition.
Throughout the pandemic, our team has found fortitude, investable insights, and worthwhile challenges to our base assumptions from our many diverse colleagues around the world: from the health care team; from other central research-driven teams across consumer, technology, energy, and industrials; from our fixed income colleagues, helping to pinpoint sources and depth of financing markets for reopening-dependent contrarian ideas; from our climate-, sustainability- and ESG-focused teams, helping us assess disadvantaged (or potentially permanently impaired) assets and the emerging risks from evolving environmental and social change.
Wellington’s macroeconomics team has always helped us to triangulate or rebase
our assumptions around the business cycle, and lately that messaging has turned more cautious. Our macro team’s Global Cycle Index (a proprietary research tool incorporating seven independent variables that we use to assess the global economic cycle), continues to move lower—against a backdrop of rising rates, rising inflation, and slowing growth—which creates some near-term concerns. With this outlook in mind, we have positioned the overall beta of the portfolio near the lower end of its longer-term range, reserving ample dry powder to deploy when we see compelling investment opportunities created by market movements.
Stepping back, we have always believed our best long-term opportunities are with stocks of good companies that have been discarded by other investors for reasons that we feel are temporary. There certainly have been times in the past where the portfolio has been out of sync with marketplace fashion. We are confident that if we remain disciplined in our value approach, we will bring compensatory rewards to our patient shareholders over the long run.
Pzena Investment Management, LLC
Portfolio Managers:
Richard S. Pzena, Managing Principal and
Co-Chief Investment Officer
John J. Flynn, Principal
Benjamin S. Silver, CFA, CPA, Principal
3

Equities started to weaken towards the end of 2021, as COVID-19 Delta variant concerns lingered in emerging markets, as domestic supply chain issues weighed on shares of companies levered to economic growth the most. With COVID-19 headlines dominating the market narrative, value stocks stumbled into the end of the year, with sentiment only improving in the last few weeks on reports that the Omicron variant might be less severe than public health officials had initially feared.
Stocks’ weakness persisted into 2022, driven predominantly by Russia’s invasion of Ukraine in late February. With both energy and food costs spiking on continued Russian aggression and consequential sanctions—both government-imposed and self-imposed by Western companies—inflationary pressures and macroeconomic weakness heightened fears of a potentially painful global recession. Value nonetheless outperformed growth, as the clear prospect of further rate increases (and consequent higher global yields) affected longer-duration growth stocks the most. Although the portfolio finished the period in the red, it outpaced the Russell 1000 Value Index as well as the broad style-neutral index, with energy the standout contributor.
The top individual performer was pharma distributor McKesson, whose management guided to strong earnings growth for fiscal year 2023, a function of broad strength across its business lines. The stock also benefited from its status
as a more defensive health-care-exposed name amid the market volatility. U.S. integrated energy giant Exxon Mobil and oil servicer Halliburton rose in concert, benefiting from persistently higher crude prices (initially supported by a tight supply-demand dynamic and later rising steeply on the Russian invasion of Ukraine). Shares of Halliburton were also higher on the company’s earnings report that revealed a dividend increase, higher margins, and lower-than-expected capital spending.
Consumer discretionary, industrials, and financials detracted the most. The largest individual detractor was dialysis products and services provider Fresenius Medical Care. Labor shortages and associated cost inflation have pressured the profitability of the firm’s dialysis centers, prompting management to trim guidance substantially. Apparel company PVH, which owns the Tommy Hilfiger and Calvin Klein brands, was weak despite its impressive earnings resiliency, as the market worried about its sizable exposure to the European consumer amid the depreciating euro, and surging inflation. Shares of consumer products company Newell Brands were weak after management lowered guidance, as the firm was not immune to the industry-wide destocking in the retail channel that plagued heavyweights Walmart, Target, and others.
During the period, we sold U.S. oil servicer Baker Hughes, Canadian oil sands driller Cenovus Energy, and Ford Motor, all on relative strength. We also exited our
4

position in Stanley Black & Decker, as the range of outcomes widened, mostly because of competitive pressures from rival TTI, giving us less confidence in our estimate of normal earnings. We initiated a position in CBRE Group—the largest global commercial real estate broker.
While macro concerns have weighed on the market and the portfolio more
recently, we believe the companies we own are well-positioned for the long term, with solid competitive positions and strong balance sheets. Valuations today are very compelling, and the portfolio remains exposed to economically sensitive and cyclical stocks.
Vanguard Windsor Fund Investment Advisors
 
  Fund Assets Managed  
Investment Advisor % $ Million Investment Strategy
Wellington Management Company LLP 69 15,236 Seeks to provide long-term total returns above both the S&P 500 and value-oriented indexes over a complete market cycle through bottom-up, fundamentally driven stock selection focused on undervalued securities.
Pzena Investment Management, LLC 30 6,574 Uses a fundamental, bottom-up, deep-value-oriented investment strategy. Seeks to buy good businesses at low prices, focusing exclusively on companies that are underperforming their historically demonstrated earnings power.
Cash Investments 1 286 These short-term reserves are invested by Vanguard in equity index products to simulate investment in stocks. Each advisor may also maintain a modest cash position.
5

About Your Fund’s Expenses
As a shareholder of the fund, you incur ongoing costs, which include costs for portfolio management, administrative services, and shareholder reports (like this one), among others. Operating expenses, which are deducted from a fund’s gross income, directly reduce the investment return of the fund.
A fund’s expenses are expressed as a percentage of its average net assets. This figure is known as the expense ratio. The following examples are intended to help you understand the ongoing costs (in dollars) of investing in your fund and to compare these costs with those of other mutual funds. The examples are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period.
The accompanying table illustrates your fund’s costs in two ways:
Based on actual fund return. This section helps you to estimate the actual expenses that you paid over the period. The ”Ending Account Value“ shown is derived from the fund‘s actual return, and the third column shows the dollar amount that would have been paid by an investor who started with $1,000 in the fund. You may use the information here, together with the amount you invested, to estimate the expenses that you paid over the period.
To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for your fund under the heading ”Expenses Paid During Period.“
Based on hypothetical 5% yearly return. This section is intended to help you compare your fund‘s costs with those of other mutual funds. It assumes that the fund had a yearly return of 5% before expenses, but that the expense ratio is unchanged. In this case—because the return used is not the fund’s actual return—the results do not apply to your investment. The example is useful in making comparisons because the Securities and Exchange Commission requires all mutual funds to calculate expenses based on a 5% return. You can assess your fund’s costs by comparing this hypothetical example with the hypothetical examples that appear in shareholder reports of other funds.
Note that the expenses shown in the table are meant to highlight and help you compare ongoing costs only and do not reflect transaction costs incurred by the fund for buying and selling securities. Further, the expenses do not include any purchase, redemption, or account service fees described in the fund prospectus. If such fees were applied to your account, your costs would be higher. Your fund does not carry a “sales load.”
The calculations assume no shares were bought or sold during the period. Your actual costs may have been higher or lower, depending on the amount of your investment and the timing of any purchases or redemptions.
You can find more information about the fund’s expenses, including annual expense ratios, in the Financial Statements section of this report. For additional information on operating expenses and other shareholder costs, please refer to your fund’s current prospectus.
6

Six Months Ended October 31, 2022      
  Beginning
Account Value
4/30/2022
Ending
Account Value
10/31/2022
Expenses
Paid During
Period
Based on Actual Fund Return      
Windsor Fund      
Investor Shares $1,000.00 $984.60 $2.05
Admiral™ Shares 1,000.00 985.10 1.55
Based on Hypothetical 5% Yearly Return      
Windsor Fund      
Investor Shares $1,000.00 $1,023.14 $2.09
Admiral Shares 1,000.00 1,023.64 1.58
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 0.41% for Investor Shares and 0.31% for Admiral Shares. The dollar amounts shown as “Expenses Paid” are equal to the annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent six-month period, then divided by the number of days in the most recent 12-month period (184/365).
7

Windsor Fund
Performance Summary
All of the returns in this report represent past performance, which is not a guarantee of future results that may be achieved by the fund. (Current performance may be lower or higher than the performance data cited. For performance data current to the most recent month-end, visit our website at vanguard.com/performance.) Note, too, that both investment returns and principal value can fluctuate widely, so an investor’s shares, when sold, could be worth more or less than their original cost. The returns shown do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares.
Cumulative Performance: October 31, 2012, Through October 31, 2022
Initial Investment of $10,000
    Average Annual Total Returns
Periods Ended October 31, 2022
 
    One
Year
Five
Years
Ten
Years
Final Value
of a $10,000
Investment
 Windsor Fund Investor Shares -2.97% 9.04% 11.81% $30,524
 Russell 1000 Value Index -7.00 7.21 10.30 26,647
 Dow Jones U.S. Total Stock Market Float Adjusted Index -16.94 9.72 12.36 32,058
       
    One
Year
Five
Years
Ten
Years
Final Value
of a $50,000
Investment
Windsor Fund Admiral Shares -2.89% 9.15% 11.92% $154,124
Russell 1000 Value Index -7.00 7.21 10.30 133,235
Dow Jones U.S. Total Stock Market Float Adjusted Index -16.94 9.72 12.36 160,289
See Financial Highlights for dividend and capital gains information.
8

Windsor Fund
Fund Allocation
As of October 31, 2022
Communication Services 5.0%
Consumer Discretionary 10.3
Consumer Staples 3.3
Energy 9.2
Financials 22.6
Health Care 12.9
Industrials 8.5
Information Technology 13.5
Materials 5.1
Real Estate 3.3
Utilities 6.3
The table reflects the fund’s investments, except for short-term investments and derivatives. Sector categories are based on the Global Industry Classification Standard (“GICS”), except for the “Other” category (if applicable), which includes securities that have not been provided a GICS classification as of the effective reporting period.
Global Industry Classification Standard (“GICS”) was developed by and is the exclusive property and a service mark of MSCI Inc. (“MSCI”) and Standard and Poor’s, a division of McGraw-Hill Companies, Inc. (“S&P”), and is licensed for use by Vanguard. Neither MSCI, S&P nor any third party involved in making or compiling the GICS or any GICS classification makes any express or implied warranties or representations with respect to such standard or classification (or the results to be obtained by the use thereof), and all such parties hereby expressly disclaim all warranties of originality, accuracy, completeness, merchantability or fitness for a particular purpose with respect to any such standard or classification. Without limiting any of the foregoing, in no event shall MSCI, S&P, any of its affiliates or any third party involved in making or compiling the GICS or any GICS classification have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages.
9

Windsor Fund
Financial Statements
Schedule of Investments
As of October 31, 2022
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 (97.3%)
Communication Services (4.9%)
* T-Mobile US Inc.  2,098,042    317,979
* Meta Platforms Inc. Class A  2,598,994    242,122
  Electronic Arts Inc.  1,222,185    153,946
  Cable One Inc.    139,595    119,972
* Match Group Inc.  2,727,309    117,820
* Charter Communications Inc. Class A    314,609    115,657
  Verizon Communications Inc.    220,056      8,224
       1,075,720
Consumer Discretionary (10.0%)
* Dollar Tree Inc.  1,681,808    266,567
* Las Vegas Sands Corp.  5,932,991    225,513
  TJX Cos. Inc.  2,856,070    205,923
  Lennar Corp. Class A  2,438,535    196,790
  Gildan Activewear Inc.  6,139,590    193,704
  Lear Corp.  1,381,940    191,689
  Newell Brands Inc. 11,866,202    163,872
* Booking Holdings Inc.     69,452    129,839
* Skechers USA Inc. Class A  3,634,099    125,122
  Ross Stores Inc.  1,234,219    118,102
* CarMax Inc.  1,840,346    115,960
* Mohawk Industries Inc.  1,060,308    100,464
* Airbnb Inc. Class A    919,844     98,341
  PVH Corp.  1,588,525     81,523
       2,213,409
Consumer Staples (3.2%)
  Keurig Dr Pepper Inc.  6,623,378    257,252
  Philip Morris International Inc.  2,508,541    230,410
  Unilever plc (XLON)  4,827,712    219,440
         707,102
Energy (8.9%)
  Halliburton Co. 13,977,692    509,068
  Schlumberger NV  8,405,726    437,350
  Canadian Natural Resources Ltd.  4,811,052    288,374
  ConocoPhillips  1,423,868    179,536
  NOV Inc.  7,869,660    176,280
  Diamondback Energy Inc.  1,092,174    171,591
  Shell plc ADR  2,086,504    116,072
    Shares Market
Value

($000)
  Exxon Mobil Corp.    878,247     97,319
       1,975,590
Financials (22.0%)
  MetLife Inc.  6,466,895    473,441
  Charles Schwab Corp.  4,953,743    394,665
  Chubb Ltd.  1,621,384    348,419
1 Voya Financial Inc.  4,921,319    336,421
  Equitable Holdings Inc. 10,958,065    335,536
  American International Group Inc.  5,723,346    326,231
  Allstate Corp.  2,255,632    284,773
  Globe Life Inc.  2,059,337    237,895
  Wells Fargo & Co.  4,933,654    226,899
  Raymond James Financial Inc.  1,667,843    197,039
  Royal Bank of Canada  2,107,258    194,972
  S&P Global Inc.    586,299    188,349
  Capital One Financial Corp.  1,761,259    186,729
  Citigroup Inc.  4,035,906    185,087
  Bank of America Corp.  4,514,065    162,687
  JPMorgan Chase & Co.  1,265,602    159,314
  Apollo Global Management Inc.  2,693,140    149,092
  M&T Bank Corp.    742,432    125,003
  Goldman Sachs Group Inc.    353,777    121,880
  Axis Capital Holdings Ltd.  1,829,345    100,010
  Morgan Stanley    720,717     59,221
  UBS Group AG (Registered)  2,753,680     43,673
  Invesco Ltd.    852,369     13,058
       4,850,394
Health Care (12.5%)
* Centene Corp.  2,901,207    246,980
  AstraZeneca plc ADR  3,588,214    211,023
* Seagen Inc.  1,623,245    206,412
* Boston Scientific Corp.  4,116,591    177,466
  Humana Inc.    300,442    167,671
  Novartis AG (Registered)  1,904,854    154,085
  McKesson Corp.    384,436    149,688
  Bristol-Myers Squibb Co.  1,853,066    143,557
* Avantor Inc.  6,723,057    135,604
  DENTSPLY SIRONA Inc.  4,180,346    128,838
2 Fresenius Medical Care AG & Co. KGaA ADR  9,191,973    127,493
10

Windsor Fund
    Shares Market
Value

($000)
* Regeneron Pharmaceuticals Inc.    165,847    124,178
  Johnson & Johnson    616,171    107,195
  Becton Dickinson and Co.    433,761    102,354
  Elevance Health Inc.    186,825    102,150
  Encompass Health Corp.  1,858,759    101,191
  Pfizer Inc.  2,110,186     98,229
  Cigna Corp.    298,096     96,303
  Cardinal Health Inc.  1,164,253     88,367
  Amgen Inc.    269,795     72,939
  CVS Health Corp.    325,808     30,854
       2,772,577
Industrials (8.3%)
  Westinghouse Air Brake Technologies Corp.  5,094,306    475,197
  Leidos Holdings Inc.  2,041,836    207,430
  General Electric Co.  2,643,985    205,728
  Knight-Swift Transportation Holdings Inc.  4,231,641    203,246
  Johnson Controls International plc  3,203,599    185,296
  PACCAR Inc.  1,653,887    160,146
  Airbus SE  1,366,915    147,905
  Techtronic Industries Co. Ltd. 12,874,500    121,906
  General Dynamics Corp.    339,199     84,732
  Textron Inc.    527,173     36,080
       1,827,666
Information Technology (13.1%)
  Cognizant Technology Solutions Corp. Class A  4,515,727    281,104
* Salesforce Inc.  1,515,542    246,412
  Micron Technology Inc.  3,906,948    211,366
  Fidelity National Information Services Inc.  2,436,868    202,236
  Amdocs Ltd.  2,333,964    201,444
* F5 Inc.  1,309,839    187,189
  QUALCOMM Inc.  1,554,295    182,878
  SS&C Technologies Holdings Inc.  3,391,196    174,375
  VMware Inc. Class A  1,506,375    169,512
* GoDaddy Inc. Class A  2,071,005    166,509
  NXP Semiconductors NV  1,065,505    155,649
* FleetCor Technologies Inc.    819,234    152,476
  Hewlett Packard Enterprise Co. 10,531,614    150,286
  Genpact Ltd.  3,065,254    148,665
  Oracle Corp.  1,125,306     87,853
* Lumentum Holdings Inc.  1,036,336     77,155
  Samsung Electronics Co. Ltd.    938,035     39,041
  Juniper Networks Inc.  1,231,241     37,676
  Cisco Systems Inc.    556,397     25,277
       2,897,103
Materials (5.0%)
  Reliance Steel & Aluminum Co.  1,079,673    217,533
  Dow Inc.  3,814,708    178,299
    Shares Market
Value

($000)
  PPG Industries Inc.  1,355,946    154,822
  Rio Tinto plc ADR  2,882,604    153,787
  CRH plc (XDUB)  4,224,820    151,767
  FMC Corp.  1,240,660    147,514
  LG Chem Ltd.    233,995    102,686
       1,106,408
Real Estate (3.2%)
  VICI Properties Inc.  7,312,689    234,152
  American Tower Corp.    906,325    187,782
  Equinix Inc.    245,020    138,789
  Americold Realty Trust Inc.  5,128,341    124,362
* CBRE Group Inc. Class A    384,588     27,283
         712,368
Utilities (6.2%)
  Exelon Corp.  6,204,264    239,423
  NRG Energy Inc.  5,182,794    230,116
  Edison International  3,310,563    198,766
  Duke Energy Corp.  2,009,333    187,230
  AES Corp.  6,836,399    178,840
  Iberdrola SA (XMAD) 15,941,649    162,115
  Pinnacle West Capital Corp.  1,538,877    103,428
  Avangrid Inc.  1,514,392     61,605
       1,361,523
Total Common Stocks
(Cost $18,757,764)
21,499,860
Temporary Cash Investments (2.7%)
Money Market Fund (1.7%)
3,4 Vanguard Market Liquidity Fund, 3.117%   3,666,803    366,607
 
11

Windsor Fund
    Face
Amount
($000)
Market
Value

($000)
Repurchase Agreement (1.0%)
  Bank of America Securities, LLC 3.050%, 11/1/22
(Dated 10/31/22, Repurchase Value $222,519,000, collateralized by Ginnie Mae 2.000%–3.000%, 1/20/52–3/20/52, with a value of $226,950,000)  
   222,500    222,500
Total Temporary Cash Investments (Cost $589,058) 589,107
Total Investments (100.0%) (Cost $19,346,822) 22,088,967
Other Assets and Liabilities—Net (0.0%) 6,957
Net Assets (100%) 22,095,924
Cost is in $000.
See Note A in Notes to Financial Statements.
* Non-income-producing security.
1 Considered an affiliated company of the fund as the fund owns more than 5% of the outstanding voting securities of such company.
2 Includes partial security positions on loan to broker-dealers. The total value of securities on loan is $3,583,000.
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 $3,616,000 was received for securities on loan.
  ADR—American Depositary Receipt.

Derivative Financial Instruments Outstanding as of Period End

Futures Contracts
      ($000)
  Expiration Number of
Long (Short)
Contracts
Notional
Amount
Value and
Unrealized
Appreciation
(Depreciation)
Long Futures Contracts        
E-mini S&P 500 Index December 2022 1,495 290,254 (1,144)
  
See accompanying Notes, which are an integral part of the Financial Statements.
12

Windsor Fund
Statement of Assets and Liabilities
As of October 31, 2022
($000s, except shares and per-share amounts) Amount
Assets  
Investments in Securities, at Value1  
Unaffiliated Issuers (Cost $18,751,203) 21,385,939
Affiliated Issuers (Cost $595,619) 703,028
Total Investments in Securities 22,088,967
Investment in Vanguard 803
Cash Collateral Pledged—Futures Contracts 14,953
Receivables for Investment Securities Sold 45,923
Receivables for Accrued Income 12,289
Receivables for Capital Shares Issued 9,032
Total Assets 22,171,967
Liabilities  
Foreign Currency Due to Custodian, at Value (Proceeds $5) 5
Due to Custodian 7,361
Payables for Investment Securities Purchased 38,109
Collateral for Securities on Loan 3,616
Payables to Investment Advisor 10,116
Payables for Capital Shares Redeemed 13,258
Payables to Vanguard 1,466
Variation Margin Payable—Futures Contracts 2,112
Total Liabilities 76,043
Net Assets 22,095,924
1 Includes $3,583 of securities on loan.  
At October 31, 2022, net assets consisted of:  
   
Paid-in Capital 16,575,727
Total Distributable Earnings (Loss) 5,520,197
Net Assets 22,095,924
 
Investor Shares—Net Assets  
Applicable to 210,922,420 outstanding $.001 par value shares of
beneficial interest (unlimited authorization)
4,795,564
Net Asset Value Per Share—Investor Shares $22.74
 
Admiral Shares—Net Assets  
Applicable to 225,652,783 outstanding $.001 par value shares of
beneficial interest (unlimited authorization)
17,300,360
Net Asset Value Per Share—Admiral Shares $76.67
  
See accompanying Notes, which are an integral part of the Financial Statements.
13

Windsor Fund
Statement of Operations
  Year Ended
October 31, 2022
  ($000)
Investment Income  
Income  
Dividends—Unaffiliated Issuers1 392,516
Dividends—Affiliated Issuers 39,709
Interest—Unaffiliated Issuers 1,842
Interest—Affiliated Issuers 2,985
Securities Lending—Net 1,714
Total Income 438,766
Expenses  
Investment Advisory Fees—Note B  
Basic Fee 29,207
Performance Adjustment 6,404
The Vanguard Group—Note C  
Management and Administrative—Investor Shares 11,292
Management and Administrative—Admiral Shares 22,252
Marketing and Distribution—Investor Shares 311
Marketing and Distribution—Admiral Shares 554
Custodian Fees 660
Auditing Fees 40
Shareholders’ Reports—Investor Shares 105
Shareholders’ Reports—Admiral Shares 67
Trustees’ Fees and Expenses 9
Other Expenses 72
Total Expenses 70,973
Expenses Paid Indirectly (112)
Net Expenses 70,861
Net Investment Income 367,905
Realized Net Gain (Loss)  
Capital Gains Distributions Received – Affiliated Issuers 10
Investment Securities Sold—Unaffiliated Issuers 2,875,802
Investment Securities Sold—Affiliated Issuers (630)
Futures Contracts (32,819)
Forward Currency Contracts 16
Foreign Currencies (720)
Realized Net Gain (Loss) 2,841,659
14

Windsor Fund
Statement of Operations (continued)
  Year Ended
October 31, 2022
  ($000)
Change in Unrealized Appreciation (Depreciation)  
Investment Securities—Unaffiliated Issuers (3,881,763)
Investment Securities—Affiliated Issuers (5,688)
Futures Contracts (11,143)
Foreign Currencies (76)
Change in Unrealized Appreciation (Depreciation) (3,898,670)
Net Increase (Decrease) in Net Assets Resulting from Operations (689,106)
   
1 Dividends are net of foreign withholding taxes of $7,011,000.
  
See accompanying Notes, which are an integral part of the Financial Statements.
15

Windsor Fund
Statement of Changes in Net Assets
  Year Ended October 31,
  2022
($000)
2021
($000)
     
Increase (Decrease) in Net Assets    
Operations    
Net Investment Income 367,905 351,555
Realized Net Gain (Loss) 2,841,659 2,264,486
Change in Unrealized Appreciation (Depreciation) (3,898,670) 6,317,297
Net Increase (Decrease) in Net Assets Resulting from Operations (689,106) 8,933,338
Distributions    
Investor Shares (588,332) (424,284)
Admiral Shares (1,942,815) (1,221,462)
Total Distributions (2,531,147) (1,645,746)
Capital Share Transactions    
Investor Shares (200,936) (723,894)
Admiral Shares 1,248,509 439,865
Net Increase (Decrease) from Capital Share Transactions 1,047,573 (284,029)
Total Increase (Decrease) (2,172,680) 7,003,563
Net Assets    
Beginning of Period 24,268,604 17,265,041
End of Period 22,095,924 24,268,604
  
See accompanying Notes, which are an integral part of the Financial Statements.
16

Windsor Fund
Financial Highlights
Investor Shares          
For a Share Outstanding
Throughout Each Period 
Year Ended October 31,
2022 2021 2020 2019 2018
Net Asset Value, Beginning of Period $26.24 $18.55 $21.76 $22.02 $23.38
Investment Operations          
Net Investment Income1 .359 .356 .408 .419 .417
Net Realized and Unrealized Gain (Loss) on Investments (1.131) 9.122 (1.412) 1.700 (.753)
Total from Investment Operations (.772) 9.478 (1.004) 2.119 (.336)
Distributions          
Dividends from Net Investment Income (.330) (.411) (.420) (.426) (.378)
Distributions from Realized Capital Gains (2.398) (1.377) (1.786) (1.953) (.646)
Total Distributions (2.728) (1.788) (2.206) (2.379) (1.024)
Net Asset Value, End of Period $22.74 $26.24 $18.55 $21.76 $22.02
Total Return2 -2.97% 53.49% -5.64% 11.59% -1.69%
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $4,796 $5,728 $4,570 $4,549 $4,468
Ratio of Total Expenses to Average Net Assets3 0.38%4 0.30% 0.29% 0.30% 0.31%
Ratio of Net Investment Income to Average Net Assets 1.51% 1.49% 2.14% 2.04% 1.76%
Portfolio Turnover Rate 43% 33% 51% 39% 33%
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 0.03%, (0.05%), (0.07%), (0.05%), and (0.05%).
4 The ratio of expenses to average net assets for the period net of reduction from broker commission abatement arrangements was 0.38%.
  
See accompanying Notes, which are an integral part of the Financial Statements.
17

Windsor Fund
Financial Highlights
Admiral Shares          
For a Share Outstanding
Throughout Each Period 
Year Ended October 31,
2022 2021 2020 2019 2018
Net Asset Value, Beginning of Period $88.50 $62.58 $73.41 $74.29 $78.88
Investment Operations          
Net Investment Income1 1.281 1.278 1.448 1.484 1.484
Net Realized and Unrealized Gain (Loss) on Investments (3.820) 30.747 (4.770) 5.735 (2.538)
Total from Investment Operations (2.539) 32.025 (3.322) 7.219 (1.054)
Distributions          
Dividends from Net Investment Income (1.203) (1.460) (1.485) (1.509) (1.358)
Distributions from Realized Capital Gains (8.088) (4.645) (6.023) (6.590) (2.178)
Total Distributions (9.291) (6.105) (7.508) (8.099) (3.536)
Net Asset Value, End of Period $76.67 $88.50 $62.58 $73.41 $74.29
Total Return2 -2.89% 53.60% -5.55% 11.71% -1.59%
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $17,300 $18,541 $12,695 $14,647 $13,948
Ratio of Total Expenses to Average Net Assets3 0.28%4 0.20% 0.19% 0.20% 0.21%
Ratio of Net Investment Income to Average Net Assets 1.61% 1.58% 2.24% 2.14% 1.86%
Portfolio Turnover Rate 43% 33% 51% 39% 33%
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 0.03%, (0.05%), (0.07%), (0.05%), and (0.05%).
4 The ratio of expenses to average net assets for the period net of reduction from broker commission abatement arrangements was 0.28%.
  
See accompanying Notes, which are an integral part of the Financial Statements.
18

Windsor Fund
Notes to Financial Statements
Vanguard Windsor Fund is registered under the Investment Company Act of 1940 as an open-end investment company, or mutual fund. The fund offers two classes of shares: Investor Shares and Admiral Shares. Each of the share classes has different eligibility and minimum purchase requirements, and is designed for different types of investors.
Significant market disruptions, such as those caused by pandemics (e.g., COVID-19 pandemic), natural or environmental disasters, war (e.g., Russia’s invasion of Ukraine), acts of terrorism, or other events, can adversely affect local and global markets and normal market operations. Any such disruptions could have an adverse impact on the value of the fund’s investments and fund performance.
A. The following significant accounting policies conform to generally accepted accounting principles for U.S. investment companies. The fund consistently follows such policies in preparing its financial statements.
1. Security Valuation: Securities are valued as of the close of trading on the New York Stock Exchange (generally 4 p.m., Eastern time) on the valuation date. Equity securities are valued at the latest quoted sales prices or official closing prices taken from the primary market in which each security trades; such securities not traded on the valuation date are valued at the mean of the latest quoted bid and asked prices. Securities for which market quotations are not readily available, or whose values have been affected by events occurring before the fund’s pricing time but after the close of the securities’ primary markets, are valued by methods deemed by the valuation designee to represent fair value and subject to oversight by the board of trustees. These procedures include obtaining quotations from an independent pricing service, monitoring news to identify significant market- or security-specific events, and evaluating changes in the values of foreign market proxies (for example, ADRs, futures contracts, or exchange-traded funds), between the time the foreign markets close and the fund’s pricing time. When fair-value pricing is employed, the prices of securities used by a fund to calculate its net asset value may differ from quoted or published prices for the same securities. Investments in Vanguard Market Liquidity Fund are valued at that fund's net asset value. Temporary cash investments are valued using the latest bid prices or using valuations based on a matrix system (which considers such factors as security prices, yields, maturities, and ratings), both as furnished by independent pricing services.
2. Foreign Currency: Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars using exchange rates obtained from an independent third party as of the fund’s pricing time on the valuation date. Realized gains (losses) and unrealized appreciation (depreciation) on investment securities include the effects of changes in exchange rates since the securities were purchased, combined with the effects of changes in security prices. Fluctuations in the value of other assets and liabilities resulting from changes in exchange rates are recorded as unrealized foreign currency gains (losses) until the assets or liabilities are settled in cash, at which time they are recorded as realized foreign currency gains (losses).
3. Repurchase Agreements: The fund enters into repurchase agreements with institutional counterparties. Securities pledged as collateral to the fund under repurchase agreements are held by a custodian bank until the agreements mature, and in the absence of a default, such collateral cannot be repledged, resold, or rehypothecated. Each agreement requires that the market value of the collateral be sufficient to cover payments of interest and principal. The fund further mitigates its counterparty risk by entering into repurchase agreements only with a diverse group of prequalified counterparties, monitoring their financial strength, and entering into master repurchase agreements with its counterparties. The master repurchase agreements provide that,
19

Windsor Fund
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.
4. Futures Contracts: The fund uses index futures contracts to a limited extent, with the objective of maintaining full exposure to the stock market while maintaining liquidity. The fund may purchase or sell futures contracts to achieve a desired level of investment, whether to accommodate portfolio turnover or cash flows from capital share transactions. The primary risks associated with the use of futures contracts are imperfect correlation between changes in market values of stocks held by the fund and the prices of futures contracts, and the possibility of an illiquid market. Counterparty risk involving futures is mitigated because a regulated clearinghouse is the counterparty instead of the clearing broker. To further mitigate counterparty risk, the fund trades futures contracts on an exchange, monitors the financial strength of its clearing brokers and clearinghouse, and has entered into clearing agreements with its clearing brokers. The clearinghouse imposes initial margin requirements to secure the fund’s performance and requires daily settlement of variation margin representing changes in the market value of each contract. Any securities pledged as initial margin for open contracts are noted in the Schedule of Investments.
Futures contracts are valued at their quoted daily settlement prices. The notional amounts of the contracts are not recorded in the Statement of Assets and Liabilities. Fluctuations in the value of the contracts are recorded in the Statement of Assets and Liabilities as an asset (liability) and in the Statement of Operations as unrealized appreciation (depreciation) until the contracts are closed, when they are recorded as realized gains (losses) on futures contracts.
During the year ended October 31, 2022, 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. Forward Currency Contracts: The fund enters into forward currency contracts to protect the value of securities and related receivables and payables against changes in future foreign exchange rates. The fund’s risks in using these contracts include movement in the values of the foreign currencies relative to the U.S. dollar and the ability of the counterparties to fulfill their obligations under the contracts. The fund mitigates its counterparty risk by entering into forward currency contracts only with a diverse group of prequalified counterparties, monitoring their financial strength, entering into master netting arrangements with its counterparties, and requiring its counterparties to transfer collateral as security for their performance. In the absence of a default, the collateral pledged or received by the fund cannot be repledged, resold, or rehypothecated. The master netting arrangements provide that, in the event of a counterparty’s default (including bankruptcy), the fund may terminate the forward currency contracts, determine the net amount owed by either party in accordance with its master netting arrangements, and sell or retain any collateral held up to the net amount owed to the fund under the master netting arrangements. The forward currency contracts contain provisions whereby a counterparty may terminate open contracts if the fund’s net assets decline below a certain level, triggering a payment by the fund if the fund is in a net liability position at the time of the termination. The payment amount would be reduced by any collateral the fund has pledged. Any securities pledged as collateral for open contracts are noted in the Schedule of Investments. The value of collateral received or pledged is compared daily to the value of the forward currency contracts exposure with each counterparty, and any difference, if in excess of a specified minimum transfer amount, is adjusted and settled within two business days.
20

Windsor Fund
Forward currency contracts are valued at their quoted daily prices obtained from an independent third party, adjusted for currency risk based on the expiration date of each contract. 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 forward currency contracts.
During the year ended October 31, 2022, the fund’s average investment in forward currency contracts represented less than 1% of net assets, based on the average of the notional amounts at each quarter-end during the period. The fund had no open forward currency contracts at October 31, 2022.
6. 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.
7. 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.
8. Securities Lending: To earn additional income, the fund lends its securities to qualified institutional borrowers. Security loans are subject to termination by the fund at any time, and are required to be secured at all times by collateral in an amount at least equal to the market value of securities loaned. Daily market fluctuations could cause the value of loaned securities to be more or less than the value of the collateral received. When this occurs, the collateral is adjusted and settled before the opening of the market on the next business day. The fund further mitigates its counterparty risk by entering into securities lending transactions only with a diverse group of prequalified counterparties, monitoring their financial strength, and entering into master securities lending agreements with its counterparties. The master securities lending agreements provide that, in the event of a counterparty’s default (including bankruptcy), the fund may terminate any loans with that borrower, determine the net amount owed, and sell or retain the collateral up to the net amount owed to the fund; however, such actions may be subject to legal proceedings. While collateral mitigates counterparty risk, in the event of a default, the fund may experience delays and costs in recovering the securities loaned. The fund invests cash collateral received in Vanguard Market Liquidity Fund, and records a liability in the Statement of Assets and Liabilities for the return of the collateral, during the period the securities are on loan. Collateral investments in Vanguard Market Liquidity Fund are subject to market appreciation or depreciation. Securities lending income represents fees charged to borrowers plus income earned on invested cash collateral, less expenses associated with the loan. During the term of the loan, the fund is entitled to all distributions made on or in respect of the loaned securities.
9. Credit Facilities and Interfund Lending Program: The fund and certain other funds managed by The Vanguard Group ("Vanguard") participate in a $4.4 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
21

Windsor Fund
emergency purposes and are subject to the fund’s regulatory and contractual borrowing restrictions. With respect to the committed credit facility, the participating funds are charged administrative fees and an annual commitment fee of 0.10% of the undrawn committed amount of the facility, which are allocated to the funds based on a method approved by the fund’s board of trustees and included in Management and Administrative expenses on the fund’s Statement of Operations. Any borrowings under either facility bear interest at an agreed-upon spread plus the higher of the federal funds effective rate, the overnight bank funding rate, or the Daily Simple Secured Overnight Financing Rate inclusive of an additional agreed-upon spread. However, borrowings under the uncommitted credit facility may bear interest based upon an alternate rate agreed to by the fund and Vanguard.
In accordance with an exemptive order (the “Order”) from the SEC, the fund may participate in a joint lending and borrowing program that allows registered open-end Vanguard funds to borrow money from and lend money to each other for temporary or emergency purposes (the “Interfund Lending Program”), subject to compliance with the terms and conditions of the Order, and to the extent permitted by the fund’s investment objective and investment policies. Interfund loans and borrowings normally extend overnight but can have a maximum duration of seven days. Loans may be called on one business day’s notice. The interest rate to be charged is governed by the conditions of the Order and internal procedures adopted by the board of trustees. The board of trustees is responsible for overseeing the Interfund Lending Program.
For the year ended October 31, 2022, the fund did not utilize the credit facilities or the Interfund Lending Program.
10. Other: Dividend income is recorded on the ex-dividend date. Non-cash dividends included in income, if any, are recorded at the fair value of the securities received. Interest income includes income distributions received from Vanguard Market Liquidity Fund and is accrued daily. Premiums and discounts on debt securities are amortized and accreted, respectively, to interest income over the lives of the respective securities, except for premiums on certain callable debt securities that are amortized to the earliest call date. Security transactions are accounted for on the date securities are bought or sold. Costs used to determine realized gains (losses) on the sale of investment securities are those of the specific securities sold.
The fund has filed tax reclaims for previously withheld taxes on dividends earned in certain European Union countries. These filings are subject to various administrative and judicial proceedings within these countries. Amounts related to these reclaims are recorded when there are no significant uncertainties as to the ultimate resolution of proceedings, the likelihood of receipt of these reclaims, and the potential timing of payment. Such tax reclaims and related professional fees, if any, are included in dividend income and other expenses, respectively. 
Each class of shares has equal rights as to assets and earnings, except that each class separately bears certain class-specific expenses related to maintenance of shareholder accounts (included in Management and Administrative expenses) and shareholder reporting. Marketing and distribution expenses are allocated to each class of shares based on a method approved by the board of trustees. Income, other non-class-specific expenses, and gains and losses on investments are allocated to each class of shares based on its relative net assets.
B. The investment advisory firms Wellington Management Company llp and Pzena Investment Management, LLC, each provide investment advisory services to a portion of the fund for a fee calculated at an annual percentage rate of average net assets managed by the advisor. The basic
22

Windsor Fund
fee of Wellington Management Company llp is subject to quarterly adjustments based on performance relative to the S&P 500 Index for the preceding three years. The basic fee of Pzena Investment Management, LLC, is subject to quarterly adjustments based on performance relative to the Russell 1000 Value Index for the preceding three years.
Vanguard manages the cash reserves of the fund as described below.
For the year ended October 31, 2022, the aggregate investment advisory fee paid to all advisors represented an effective annual basic rate of 0.13% of the fund’s average net assets, before a net increase of $6,404,000 (0.03%) based on performance.
C. In accordance with the terms of a Funds' Service Agreement (the “FSA”) between Vanguard and the fund, Vanguard furnishes to the fund corporate management, administrative, marketing, distribution and cash management services at Vanguard’s cost of operations (as defined by the FSA). These costs of operations are allocated to the fund based on methods and guidelines approved by the board of trustees and are generally settled twice a month.
Upon the request of Vanguard, the fund may invest up to 0.40% of its net assets as capital in Vanguard. At October 31, 2022, the fund had contributed to Vanguard capital in the amount of $803,000, representing less than 0.01% of the fund’s net assets and 0.32% of Vanguard’s capital received pursuant to the FSA. The fund’s trustees and officers are also directors and employees, respectively, of Vanguard.
D. The fund has asked its investment advisors to direct certain security trades, subject to obtaining the best price and execution, to brokers who have agreed to rebate to the fund part of the commissions generated. Such rebates are used solely to reduce the fund’s management and administrative expenses. For the year ended October 31, 2022, these arrangements reduced the fund’s expenses by $112,000 (an annual rate of less than 0.01% of average net assets).
E. Various inputs may be used to determine the value of the fund’s investments and derivatives. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.
Level 1—Quoted prices in active markets for identical securities.
Level 2—Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
Level 3—Significant unobservable inputs (including the fund’s own assumptions used to determine the fair value of investments). Any investments and derivatives valued with significant unobservable inputs are noted on the Schedule of Investments.
23

Windsor Fund
The following table summarizes the market value of the fund’s investments and derivatives as of October 31, 2022, based on the inputs used to value them:
  Level 1
($000)
Level 2
($000)
Level 3
($000)
Total
($000)
Investments        
Assets        
Common Stocks 20,400,915 1,098,945 21,499,860
Temporary Cash Investments 366,607 222,500 589,107
Total 20,767,522 1,321,445 22,088,967
Derivative Financial Instruments        
Liabilities        
Futures Contracts1 1,144 1,144
1 Includes cumulative appreciation (depreciation) on futures contracts and centrally cleared swaps, if any, as reported in the Schedule of Investments. Only current day’s variation margin is reported within the Statement of Assets and Liabilities.
F. Permanent differences between book-basis and tax-basis components of net assets are reclassified among capital accounts in the financial statements to reflect their tax character. These reclassifications have no effect on net assets or net asset value per share. As of period end, permanent differences primarily attributable to the accounting for applicable foreign currency transactions and distributions in connection with fund share redemptions were reclassified between the following accounts:
  Amount
($000)
Paid-in Capital 166,308
Total Distributable Earnings (Loss) (166,308)
Temporary differences between book-basis and tax-basis components of total distributable earnings (loss) arise when certain items of income, gain, or loss are recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. The differences are primarily related to the deferral of losses from wash sales; and the recognition of unrealized gains or losses from certain derivative contracts. As of period end, the tax-basis components of total distributable earnings (loss) are detailed in the table as follows:
  Amount
($000)
Undistributed Ordinary Income 135,186
Undistributed Long-Term Gains 2,655,859
Capital Loss Carryforwards
Qualified Late-Year Losses
Net Unrealized Gains (Losses) 2,729,152
24

Windsor Fund
The tax character of distributions paid was as follows:
  Year Ended October 31,
  2022
Amount
($000)
2021
Amount
($000)
Ordinary Income* 1,036,600 794,066
Long-Term Capital Gains 1,494,547 851,680
Total 2,531,147 1,645,746
* Includes short-term capital gains, if any.
As of October 31, 2022, gross unrealized appreciation and depreciation for investments and derivatives based on cost for U.S. federal income tax purposes were as follows:
  Amount
($000)
Tax Cost 19,359,724
Gross Unrealized Appreciation 4,686,528
Gross Unrealized Depreciation (1,957,285)
Net Unrealized Appreciation (Depreciation) 2,729,243
G. During the year ended October 31, 2022, the fund purchased $9,734,282,000 of investment securities and sold $10,828,224,000 of investment securities, other than temporary cash investments.
The fund purchased securities from and sold securities to other Vanguard funds or accounts managed by Vanguard or its 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 year ended October 31, 2022, such purchases were $23,687,000 and sales were $0; these amounts, other than temporary cash investments, are included in the purchases and sales of investment securities noted above.
H. Capital share transactions for each class of shares were:
    
  Year Ended October 31,  
  2022   2021
  Amount
($000)
Shares
(000)
  Amount
($000)
Shares
(000)
Investor Shares          
Issued 368,905 15,354   422,386 17,602
Issued in Lieu of Cash Distributions 568,128 24,748   412,533 19,492
Redeemed (1,137,969) (47,478)   (1,558,813) (65,085)
Net Increase (Decrease)—Investor Shares (200,936) (7,376)   (723,894) (27,991)
25

Windsor Fund
  Year Ended October 31,  
  2022   2021
  Amount
($000)
Shares
(000)
  Amount
($000)
Shares
(000)
Admiral Shares          
Issued 1,376,749 17,029   1,733,594 21,194
Issued in Lieu of Cash Distributions 1,801,699 23,298   1,138,412 15,936
Redeemed (1,929,939) (24,172)   (2,432,141) (30,502)
Net Increase (Decrease)—Admiral Shares 1,248,509 16,155   439,865 6,628
I. Certain of the fund’s investments are in companies that are considered to be affiliated companies of the fund because the fund owns more than 5% of the outstanding voting securities of the company or the issuer is another member of The Vanguard Group. Transactions during the period in securities of these companies were as follows:
    Current Period Transactions  
  Oct. 31,
2021
Market
Value
($000)
Purchases
at Cost
($000)
Proceeds
from
Securities
Sold
($000)
Realized
Net
Gain
(Loss)
($000)
Change in
Unrealized
App. (Dep.)
($000)
Income
($000)
Capital Gain
Distributions
Received
($000)
Oct. 31,
2022
Market
Value
($000)
Vanguard Market Liquidity Fund 533,688 NA1 NA1 (103) 12 2,985 10 366,607
Voya Financial Inc. NA2 16,599 11,882 (527) (5,700) 39,709 336,421
Total 533,688 16,599 11,882 (630) (5,688) 42,694 10 703,028
1 Not applicable—purchases and sales are for temporary cash investment purposes.
2 Not applicable—at October 31, 2021, the issuer was not an affiliated company of the fund.
J. Management has determined that no other events or transactions occurred subsequent to October 31, 2022, that would require recognition or disclosure in these financial statements.
26

Report of Independent Registered Public Accounting Firm
To the Board of Trustees of Vanguard Windsor Funds and Shareholders of Vanguard Windsor Fund
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Vanguard Windsor Fund (one of the funds constituting Vanguard Windsor Funds, referred to hereafter as the "Fund") as of October 31, 2022, the related statement of operations for the year ended October 31, 2022, the statement of changes in net assets for each of the two years in the period ended October 31, 2022, including the related notes, and the financial highlights for each of the five years in the period ended October 31, 2022 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of October 31, 2022, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended October 31, 2022 and the financial highlights for each of the five years in the period ended October 31, 2022 in conformity with accounting principles generally accepted in the United States of America. 
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of October 31, 2022 by correspondence with the custodian, transfer agent and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
/s/PricewaterhouseCoopers  LLP 
Philadelphia, Pennsylvania
December 16, 2022
We have served as the auditor of one or more investment companies in The Vanguard Group of Funds since 1975.
27


Tax information (unaudited)
For corporate shareholders, 80.9%, or if subsequently determined to be different, the maximum percentage allowable by law, of ordinary income (dividend income plus short-term gains, if any) for the fiscal year qualified for the dividends-received deduction.
The fund hereby designates $335,043,000, or if subsequently determined to be different, the maximum amount allowable by law, as qualified dividend income for individual shareholders for the fiscal year.
The fund hereby designates $874,000, or if subsequently determined to be different, the maximum amount allowable by law, of interest earned from obligations of the U.S. government which is generally exempt from state income tax.
For nonresident alien shareholders, 100% of short-term capital gain dividends distributed by the fund for the fiscal year are qualified short-term capital gains.
The fund distributed $1,659,648,000 as capital gain dividends (20% rate gain distributions) to shareholders during the fiscal year.
28

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The People Who Govern Your Fund
The trustees of your mutual fund are there to see that the fund is operated and managed in your best interests since, as a shareholder, you are a part owner of the fund. Your fund’s trustees also serve on the board of directors of The Vanguard Group, Inc., which is owned by the Vanguard funds and provides services to them. 
A majority of Vanguard’s board members are independent, meaning that they have no affiliation with Vanguard or the funds they oversee, apart from the sizable personal investments they have made as private individuals. The independent board members have distinguished backgrounds in business, academia, and public service. Each of the trustees and executive officers oversees 206 Vanguard funds.
Information for each trustee and executive officer of the fund appears below. That information, as well as the Vanguard fund count, is as of the date on the cover of this fund report. The mailing address of the trustees and officers is P.O. Box 876, Valley Forge, PA 19482. More information about the trustees is in the Statement of Additional Information, which can be obtained, without charge, by contacting Vanguard at 800-662-7447, or online at vanguard.com.
Interested Trustee1
Mortimer J. Buckley
Born in 1969. Trustee since January 2018. Principal occupation(s) during the past five years and other experience: chairman of the board (2019–present) of Vanguard and of each of the investment companies served by Vanguard; chief executive officer (2018–present) of Vanguard; chief executive officer, president, and trustee (2018–present) of each of the investment companies served by Vanguard; president and director (2017–present) of Vanguard; and president (2018–present) of Vanguard Marketing Corporation. Chief investment officer (2013–2017), managing director (2002–2017), head of the Retail Investor Group (2006–2012), and chief information officer (2001–2006) of Vanguard. Member of the board of governors of the Investment Company Institute and the board of governors of FINRA. Trustee and vice chair of The Shipley School.
Independent Trustees
Tara Bunch
Born in 1962. Trustee since November 2021. Principal occupation(s) during the past five years and other experience: head of global operations at Airbnb (2020–present). Vice president of AppleCare (2012–2020). Member of the board of directors of Out & Equal (2002–2006), the advisory board of the University of California, Berkeley School of Engineering (2020–present), and the advisory board
of Santa Clara University’s Leavey School of Business (2018–present).
Emerson U. Fullwood
Born in 1948. Trustee since January 2008. Principal occupation(s) during the past five years and other experience: executive chief staff and marketing officer for North America and corporate vice president (retired 2008) of Xerox Corporation (document management products and services). Former president of the Worldwide Channels Group, Latin America, and Worldwide Customer Service and executive chief staff officer of Developing Markets of Xerox. Executive in residence and 2009–2010 Distinguished Minett Professor at the Rochester Institute of Technology. Member of the board of directors of the University of Rochester Medical Center, the Monroe Community College Foundation, the United Way of Rochester, North Carolina A&T University, Roberts Wesleyan College, and the Rochester Philharmonic Orchestra. Trustee of the University of Rochester.                       
F. Joseph Loughrey
Born in 1949. Trustee since October 2009. Principal occupation(s) during the past five years and other experience: president and chief operating officer (retired 2009) and vice chairman of the board (2008–2009) of Cummins Inc. (industrial machinery). Chairman of the board of Hillenbrand, Inc. (specialized consumer services). Director of the V Foundation. Member of the advisory council for the College of
 
1  Mr. Buckley is considered an “interested person,” as defined in the Investment Company Act of 1940, because he is an officer of the Vanguard funds.

Arts and Letters at the University of Notre Dame. Chairman of the board of Saint Anselm College.
Mark Loughridge
Born in 1953. Trustee since March 2012. Principal occupation(s) during the past five years and other experience: senior vice president and chief financial officer (retired 2013) of IBM (information technology services). Fiduciary member of IBM’s Retirement Plan Committee (2004–2013), senior vice president and general manager (2002–2004) of IBM Global Financing, vice president and controller (1998–2002) of IBM, and a variety of other prior management roles at IBM. Member of the Council on Chicago Booth.
Scott C. Malpass
Born in 1962. Trustee since March 2012. Principal occupation(s) during the past five years and other experience: adjunct professor of finance at the University of Notre Dame (2020–present). Chief investment officer (retired 2020) and vice president (retired 2020) of the University of Notre Dame. Assistant professor (retired June 2020) of finance at the Mendoza College of Business, University of Notre Dame, and member of the Notre Dame 403(b) Investment Committee. Member of the board of Catholic Investment Services, Inc. (investment advisors), the board of superintendence of the Institute for the Works of Religion, and the board of directors of Paxos Trust Company (finance).
Deanna Mulligan
Born in 1963. Trustee since January 2018. Principal occupation(s) during the past five years and other experience: chief executive officer of Purposeful (advisory firm for CEOs and C-level executives; 2021–present). Board chair (2020), chief executive officer (2011–2020), and president (2010–2019) of The Guardian Life Insurance Company of America. Chief operating officer (2010–2011) and executive vice president (2008–2010) of Individual Life and Disability of the Guardian Life Insurance Company of America. Member of the board of the Economic Club of New York. Trustee of the Partnership for New York City (business leadership), Chief Executives for Corporate Purpose, and the NewYork-Presbyterian Hospital.
André F. Perold
Born in 1952. Trustee since December 2004. Principal occupation(s) during the past five years and other experience: George Gund Professor of Finance and Banking, Emeritus at the Harvard Business School (retired 2011). Chief investment officer and co-managing partner of HighVista Strategies (private investment firm). Member of the board (2018–present) of RIT Capital Partners (investment
firm). Member of the investment committee of Partners Health Care System.
Sarah Bloom Raskin
Born in 1961. Trustee since January 2018. Principal occupation(s) during the past five years and other experience: deputy secretary (2014–2017) of the United States Department of the Treasury. Governor (2010–2014) of the Federal Reserve Board. Commissioner (2007–2010) of financial regulation for the State of Maryland. Colin W. Brown Distinguished Professor of the Practice of Law (2021–present), professor (2020–present), Distinguished Fellow of the Global Financial Markets Center (2020–present), and Rubenstein Fellow (2017–2020) at Duke University. Trustee (2017–present) of Amherst College and member of Amherst College Investment Committee (2019–present). Member of the Regenerative Crisis Response Committee (2020–present).
David A. Thomas
Born in 1956. Trustee since July 2021. Principal occupation(s) during the past five years and other experience: president of Morehouse College (2018–present). Professor of business administration, emeritus at Harvard University (2017–2018). Dean (2011–2016) and professor of management (2016–2017) at the Georgetown University McDonough School of Business. Director of DTE Energy Company (2013–present). Trustee of Common Fund (2019–present).
Peter F. Volanakis
Born in 1955. Trustee since July 2009. Principal occupation(s) during the past five years and other experience: president and chief operating officer (retired 2010) of Corning Incorporated (communications equipment) and director of Corning Incorporated (2000–2010) and Dow Corning (2001–2010). Director (2012) of SPX Corporation (multi-industry manufacturing). Overseer of the Amos Tuck School of Business Administration, Dartmouth College (2001–2013). Member of the BMW Group Mobility Council.

Executive Officers
Christine M. Buchanan
Born in 1970. Principal occupation(s) during the past five years and other experience: principal of Vanguard. Chief financial officer (2021–present) and treasurer (2017–present) of each of the investment companies served by Vanguard. Partner (2005–2017) at KPMG (audit, tax, and advisory services).
John Galloway
Born in 1973. Principal occupation(s) during the past five years and other experience: principal of Vanguard. Investment stewardship officer (September 2020–present) of each of the investment companies served by Vanguard. Head of Investor Advocacy (February 2020–present) and head of Marketing Strategy and Planning (2017–2020) at Vanguard. Special assistant to the President of the United States (2015).
Ashley Grim
Born in 1984. Principal occupation(s) during the past five years and other experience: treasurer (February 2022–present) of each of the investment companies served by Vanguard. Fund transfer agent controller (2019–2022) and director of Audit Services (2017–2019) at Vanguard. Senior manager (2015–2017) at PriceWaterhouseCoopers (audit and assurance, consulting, and tax services).
Peter Mahoney
Born in 1974. Principal occupation(s) during the past five years and other experience: principal of Vanguard. Controller (2015–present) of each of the investment companies served by Vanguard. Head of International Fund Services (2008–2014) at Vanguard.
Anne E. Robinson
Born in 1970. Principal occupation(s) during the past five years and other experience: general counsel (2016–present) of Vanguard. Secretary (2016–present) of Vanguard and of each of the investment companies served by Vanguard. Managing director (2016–present) of Vanguard. Managing director and general counsel of Global Cards and Consumer Services (2014–2016) at Citigroup. Counsel (2003–2014) at American Express. Nonexecutive director of the board of National Grid (energy).
Michael Rollings
Born in 1963. Principal occupation(s) during the past five years and other experience: finance director (2017–present) and treasurer (2017) of each of the investment companies served by Vanguard. Managing director (2016–present) of Vanguard. Chief financial officer (2016–present) of Vanguard. Director (2016–present) of Vanguard Marketing Corporation. Executive vice president and chief financial officer (2006–2016) of MassMutual Financial Group.
John E. Schadl
Born in 1972. Principal occupation(s) during the past five years and other experience: principal of Vanguard. Chief compliance officer (2019–present) of Vanguard and of each of the investment companies served by Vanguard. Assistant vice president (2019–present) of Vanguard Marketing Corporation.
Vanguard Senior Management Team
Matthew Benchener Thomas M. Rampulla
Joseph Brennan Karin A. Risi
Mortimer J. Buckley Anne E. Robinson
Gregory Davis Michael Rollings
John James Nitin Tandon
Chris D. Mclsaac Lauren Valente

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This material may be used in conjunction with the offering of shares of any Vanguard fund only if preceded or accompanied by the fund’s current prospectus.
All comparative mutual fund data are from Morningstar, Inc., unless otherwise noted.
You can obtain a free copy of Vanguard’s proxy voting guidelines by visiting vanguard.com/proxyreporting or by calling Vanguard at 800-662-2739. The guidelines are also available from the SEC’s website, www.sec.gov. In addition, you may obtain a free report on how your fund voted the proxies for securities it owned during the 12 months ended June 30. To get the report, visit either vanguard.com/proxyreporting or www.sec.gov.
You can review information about your fund on the SEC’s website, and you can receive copies of this information, for a fee, by sending a request via email addressed to publicinfo@sec.gov.
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CFA® is a registered trademark owned by CFA Institute.
© 2022 The Vanguard Group, Inc.
All rights reserved.
Vanguard Marketing Corporation, Distributor.
Q220 122022

Annual Report   |   October 31, 2022
Vanguard Windsor II Fund

Contents
Your Fund’s Performance at a Glance

1
Advisors' Report

2
About Your Fund’s Expenses

6
Performance Summary

8
Financial Statements

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

Your Fund’s Performance at a Glance
The 12 months ended October 31, 2022, were a volatile, challenging period for financial markets. Vanguard Windsor II Fund returned -11.93% for Investor Shares and -11.86% for Admiral Shares, lagging the -7.00% return of its benchmark, the Russell 1000 Value Index.
The global economic backdrop deteriorated as inflation reached multidecade highs, notably in energy and food prices after Russia invaded Ukraine in February. Price increases then broadened to other goods and services, adding to concerns that inflation would remain stubbornly high. Many central banks tightened monetary policy aggressively to try to rein in inflation, which increased fears of a recession.
The broad U.S. stock market, as measured by the Russell 3000 Index, returned -16.52%. Value stocks outperformed growth, and large-capitalization stocks lost less ground than mid- and small-caps. 
Returns were negative in seven sectors. Strong selection in industrials and an underweight to real estate contributed most to performance relative to the benchmark. Information technology, the fund’s largest sector, was the biggest net detractor.
For the decade ended October 31, the fund’s average annual returns were 10.96% for Investor Shares, 11.05% for Admiral Shares, and 10.30% for the benchmark.
Market Barometer
  Average Annual Total Returns
Periods Ended October 31, 2022
  One Year Three Years Five Years
Stocks      
Russell 1000 Index (Large-caps) -16.38% 9.99% 10.19%
Russell 2000 Index (Small-caps) -18.54 7.05 5.56
Russell 3000 Index (Broad U.S. market) -16.52 9.79 9.87
FTSE All-World ex US Index (International) -24.20 -1.16 -0.18
Bonds      
Bloomberg U.S. Aggregate Float Adjusted Index
(Broad taxable market)
-15.69% -3.73% -0.50%
Bloomberg Municipal Bond Index
(Broad tax-exempt market)
-11.98 -2.18 0.37
FTSE Three-Month U.S. Treasury Bill Index 0.88 0.59 1.15
CPI      
Consumer Price Index 7.75% 5.01% 3.85%
1

Advisors’ Report
For the 12 months ended October 31, 2022, Vanguard Windsor II Fund returned -11.93% for Investor Shares and -11.86% for Admiral Shares. It lagged the -7.00% return of its benchmark, the Russell 1000 Value Index.
Your fund is managed by four independent advisors, a strategy that enhances its diversification by providing exposure to distinct yet complementary investment approaches. It’s not uncommon for different advisors to have different views about individual securities or the broader investment environment.
The accompanying table lists the advisors, the amount and percentage of fund assets each manages, and brief descriptions of their investment strategies. The advisors have provided the following assessment of the investment environment during the past 12 months and the notable successes and shortfalls in their portfolios. These comments were prepared on November 16, 2022.
Lazard Asset Management LLC
Portfolio Managers:
Andrew Lacey, Deputy Chairman
Henry Ross Seiden, Managing Director
Ronald Temple, Managing Director
Our strategy is based on the relationship between valuation and financial productivity. We have identified and
historically validated two potential sources of alpha that we focus on exclusively:
Compounders: These are companies our analysis indicates can sustain very high levels of financial productivity for longer than the market expects and for which the share price does not reflect the sustainability of these returns. We typically invest 60% to 80% of our capital in compounders.
Improvers: We believe that companies can improve returns, but investors often are too optimistic about the probability of success. Our research indicates that companies that improve their returns on capital materially outperform the broad market. We typically invest 20% to 40% of our capital in such improvers.
The past 12 months were difficult for markets, with several issues facing the global economy, including geopolitical turmoil and uncertainty about the U.S. Federal Reserve’s ability to contain inflation without tipping the economy into a severe recession. U.S. companies in the top three deciles of financial productivity (the compounder universe) underperformed those in the bottom three by 17 percentage points, putting 2022 on track for the widest spread in 10 years. Despite this headwind, our strategy matched the market’s return. Good stock selection in compounders was offset by an underweight to stocks with the lowest financial productivity.
At the end of the fiscal year, the portfolio’s weight in compounders was in the middle of the target range of 60% to 80% of
 
2

capital. We believe this remains appropriate amid continued economic uncertainty. We are focused on using this time of increased volatility to identify companies with high financial productivity whose valuations are deeply discounted.
Hotchkis & Wiley Capital
Management, LLC
Portfolio Managers:
George H. Davis, Jr.,
Executive Chairman
Scott McBride, CFA,
Chief Executive Officer
The S&P 500 Index returned -14.6% for the 12 months ended October 31. The Federal Reserve raised its funds rate from 0.25% to 3.25% (upper bound) through five rate hikes (and announced another 75-basis-point hike on November 2, after the end of the fund’s fiscal year). Treasury yields followed suit, with the 10-year yield increasing from 1.6% to 4.1%. The rate increases were in response to elevated inflation, which by some measures reached 40-year highs.
Higher interest rates are generally bad for equities because they increase the cost of capital. Value stocks are typically less affected than growth stocks, because they are shorter on duration securities and include more financials, which stand to benefit from higher rates. Accordingly, the Russell 1000 Value Index returned -7.0% and the Russell 1000 Growth Index returned -24.6%.
The portfolio declined less than the Russell 1000 Value Index. Our view heading into the period was that the prospects for the energy sector were favorable and that the significant lack of investment in new energy projects would result in a supply shortage as demand recovered. We believed this imbalance would put upward pressure on commodity prices and bring about above-normal earnings and free cash flow for many energy companies.
This thesis appears to have been correct; energy was the best-performing sector by a significant margin. Companies used the excess cash flow to pay down debt and return capital to shareholders through increased dividends and share repurchases.
Energy was easily the largest positive contributor for the portfolio. A lack of exposure to real estate and positive stock selection in health care were modestly positive. Stock selection in consumer discretionary and industrials, as well as an overweight position in technology, hurt relative performance.
Sanders Capital, LLC
Portfolio Managers:
Lewis A. Sanders, CFA,
Chief Executive Officer and
Co-Chief Investment Officer
John P. Mahedy, CPA,
Director of Research and
Co-Chief Investment Officer
3

Value opportunities typically reside in places where investor anxiety is elevated either because of depressed conditions or credible threats to the sustainability of current earnings and cash flow. Our investments fall in both categories and are focused in six sectors: health care (27%), information technology (22%), financials (12%), consumer staples (8%), communication services (7%), and consumer discretionary (7%).
As might be gleaned from its composition, the portfolio had considerable exposure to technological developments in the semiconductor, computing, media, and communications industries. These investments were linked by one overarching theme: enabling the virtualization/digitalization of physical forms of interaction.
The above-average expected returns of the stocks that fit this theme derived primarily from investor anxiety about short-term cyclical risks, which we saw as transitory. Investments in health care provided ballast to such cyclical risks and benefited from the aging of the population, which drove demand for high-acuity health care services.
The statistical character of the portfolio remained in the value domain. It was priced at about a 35% discount to market standards on earnings and cash flow. Relative volatility was estimated to be consistent with the portfolio’s targeted range. Portfolio beta was low, at 0.85.
About 20% of the portfolio was invested in companies domiciled outside the
U.S. We believe these companies were well-positioned in their respective industries and, on average, were priced at about a 20% discount to our U.S. holdings.
Investment results at the fund’s fiscal year-end trailed value benchmarks, primarily because of an underweight in the energy sector, but outpaced broad-based benchmarks. Longer-term returns were substantially ahead of value benchmarks and sustained a premium against broad benchmarks as well, primarily because of effective stock selection.
Aristotle Capital Management, LLC
Portfolio Managers:
Howard Gleicher, CFA,
Chief Executive Officer and
Chief Investment Officer
Gregory D. Padilla, CFA,
Principal, Senior Global Research Analyst
Value investing is often associated with lower quality, but our approach is different. We look for high-quality companies whose current stock prices do not reflect our estimates of their intrinsic value and for which we see company-specific catalysts underway to propel the business forward.
The 12 months ended October 31, 2022, were a reversal from prior years. Inflation surged, and most asset prices declined. Our strategy outpaced the S&P 500 Index but lagged the Russell 1000 Value Index.
4

Several companies in our portfolio that were top contributors in prior periods were among our largest detractors this year, and vice versa. The recent results are a great example of why we frequently say, “Not every quarter, not every year.” Our investment style does not attempt to produce superior returns every year but rather is designed to generate optimal results over time.
Although the market was volatile, our activity remained typical (for us), with portfolio turnover of approximately 15%. During the fiscal year, we increased our
exposure to the utilities sector, as the market did not seem to fully appreciate the long-term investment cycle needed to upgrade electric and gas infrastructure.
Following our sale of Twitter (the company was acquired), we had no investments in communication services. However, we view much of Crown Castle’s business and a large portion of Sony’s business as part of this sector. Moreover, we are actively researching several companies in the communication services value chain, such as digital advertising.
Vanguard Windsor II Fund Investment Advisors
 
  Fund Assets Managed  
Investment Advisor % $ Million Investment Strategy
Lazard Asset Management LLC 35 18,231 Employs a relative-value approach that seeks a combination of attractive valuation and high financial productivity. The process is research-driven, relying upon bottom-up stock analysis performed by the firm’s global sector analysts.
Hotchkis & Wiley Capital Management, LLC 23 11,429 Uses a disciplined investment approach, focusing on such investment parameters as a company’s tangible assets, sustainable cash flow, and potential for improving business performance.
Sanders Capital, LLC 21 10,365 Employs a traditional, bottom-up, fundamental research approach to identifying securities that are undervalued relative to their expected total return.
Aristotle Capital Management, LLC 20 9,988 Employs a fundamental, bottom-up security selection process focused on quality companies with attractive valuations and compelling catalysts.
Cash Investments 1 411 These short-term reserves are invested by Vanguard in equity index products to simulate investment in stocks. Each advisor may also maintain a modest cash position.
5

About Your Fund’s Expenses
As a shareholder of the fund, you incur ongoing costs, which include costs for portfolio management, administrative services, and shareholder reports (like this one), among others. Operating expenses, which are deducted from a fund’s gross income, directly reduce the investment return of the fund.
A fund’s expenses are expressed as a percentage of its average net assets. This figure is known as the expense ratio. The following examples are intended to help you understand the ongoing costs (in dollars) of investing in your fund and to compare these costs with those of other mutual funds. The examples are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period.
The accompanying table illustrates your fund’s costs in two ways:
Based on actual fund return. This section helps you to estimate the actual expenses that you paid over the period. The ”Ending Account Value“ shown is derived from the fund‘s actual return, and the third column shows the dollar amount that would have been paid by an investor who started with $1,000 in the fund. You may use the information here, together with the amount you invested, to estimate the expenses that you paid over the period.
To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for your fund under the heading ”Expenses Paid During Period.“
Based on hypothetical 5% yearly return. This section is intended to help you compare your fund‘s costs with those of other mutual funds. It assumes that the fund had a yearly return of 5% before expenses, but that the expense ratio is unchanged. In this case—because the return used is not the fund’s actual return—the results do not apply to your investment. The example is useful in making comparisons because the Securities and Exchange Commission requires all mutual funds to calculate expenses based on a 5% return. You can assess your fund’s costs by comparing this hypothetical example with the hypothetical examples that appear in shareholder reports of other funds.
Note that the expenses shown in the table are meant to highlight and help you compare ongoing costs only and do not reflect transaction costs incurred by the fund for buying and selling securities. Further, the expenses do not include any purchase, redemption, or account service fees described in the fund prospectus. If such fees were applied to your account, your costs would be higher. Your fund does not carry a “sales load.”
The calculations assume no shares were bought or sold during the period. Your actual costs may have been higher or lower, depending on the amount of your investment and the timing of any purchases or redemptions.
You can find more information about the fund’s expenses, including annual expense ratios, in the Financial Statements section of this report. For additional information on operating expenses and other shareholder costs, please refer to your fund’s current prospectus.
6

Six Months Ended October 31, 2022      
  Beginning
Account Value
4/30/2022
Ending
Account Value
10/31/2022
Expenses
Paid During
Period
Based on Actual Fund Return      
Windsor II Fund      
Investor Shares $1,000.00 $960.20 $1.68
Admiral™ Shares 1,000.00 960.70 1.28
Based on Hypothetical 5% Yearly Return      
Windsor II Fund      
Investor Shares $1,000.00 $1,023.49 $1.73
Admiral Shares 1,000.00 1,023.90 1.33
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 0.34% for Investor Shares and 0.26% for Admiral Shares. The dollar amounts shown as “Expenses Paid” are equal to the annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent six-month period, then divided by the number of days in the most recent 12-month period (184/365).
7

Windsor II Fund
Performance Summary
All of the returns in this report represent past performance, which is not a guarantee of future results that may be achieved by the fund. (Current performance may be lower or higher than the performance data cited. For performance data current to the most recent month-end, visit our website at vanguard.com/performance.) Note, too, that both investment returns and principal value can fluctuate widely, so an investor’s shares, when sold, could be worth more or less than their original cost. The returns shown do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares.
Cumulative Performance: October 31, 2012, Through October 31, 2022
Initial Investment of $10,000
    Average Annual Total Returns
Periods Ended October 31, 2022
 
    One
Year
Five
Years
Ten
Years
Final Value
of a $10,000
Investment
 Windsor II Fund Investor Shares -11.93% 9.41% 10.96% $28,284
 Russell 1000 Value Index -7.00 7.21 10.30 26,647
 Dow Jones U.S. Total Stock Market Float Adjusted Index -16.94 9.72 12.36 32,058
       
    One
Year
Five
Years
Ten
Years
Final Value
of a $50,000
Investment
Windsor II Fund Admiral Shares -11.86% 9.50% 11.05% $142,568
Russell 1000 Value Index -7.00 7.21 10.30 133,235
Dow Jones U.S. Total Stock Market Float Adjusted Index -16.94 9.72 12.36 160,289
See Financial Highlights for dividend information.
8

Windsor II Fund
Fund Allocation
As of October 31, 2022
Communication Services 6.1%
Consumer Discretionary 8.6
Consumer Staples 6.8
Energy 6.7
Financials 17.2
Health Care 17.5
Industrials 10.3
Information Technology 19.8
Materials 3.0
Real Estate 1.5
Utilities 1.5
Other 1.0
The table reflects the fund’s investments, except for short-term investments and derivatives. Sector categories are based on the Global Industry Classification Standard (“GICS”), except for the “Other” category (if applicable), which includes securities that have not been provided a GICS classification as of the effective reporting period.
Global Industry Classification Standard (“GICS”) was developed by and is the exclusive property and a service mark of MSCI Inc. (“MSCI”) and Standard and Poor’s, a division of McGraw-Hill Companies, Inc. (“S&P”), and is licensed for use by Vanguard. Neither MSCI, S&P nor any third party involved in making or compiling the GICS or any GICS classification makes any express or implied warranties or representations with respect to such standard or classification (or the results to be obtained by the use thereof), and all such parties hereby expressly disclaim all warranties of originality, accuracy, completeness, merchantability or fitness for a particular purpose with respect to any such standard or classification. Without limiting any of the foregoing, in no event shall MSCI, S&P, any of its affiliates or any third party involved in making or compiling the GICS or any GICS classification have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages.
9

Windsor II Fund
Financial Statements
Schedule of Investments
As of October 31, 2022
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 (96.3%)
Communication Services (5.9%)
* Alphabet Inc. Class A 12,510,416  1,182,359
* Alphabet Inc. Class C  5,847,300    553,505
* Meta Platforms Inc. Class A  3,262,230    303,909
* Walt Disney Co.  1,904,063    202,859
  Comcast Corp. Class A  6,368,613    202,140
* Warner Bros Discovery Inc. 15,346,448    199,504
  News Corp. Class A  7,222,210    121,839
  Vodafone Group plc ADR  9,071,932    107,140
  Omnicom Group Inc.    805,979     58,635
1 Paramount Global Inc. Class B  2,830,100     51,847
       2,983,737
Consumer Discretionary (8.2%)
* Amazon.com Inc.  6,905,590    707,409
  McDonald's Corp.  1,644,609    448,419
  General Motors Co.  9,474,101    371,858
  Lennar Corp. Class A  4,030,222    325,239
* Aptiv plc  3,159,485    287,734
  Home Depot Inc.    831,083    246,109
  Dollar General Corp.    882,774    225,151
  Magna International Inc.  3,725,732    207,635
  Sony Group Corp. ADR  3,031,300    204,522
  NIKE Inc. Class B  1,928,931    178,773
  Cie Generale des Etablissements Michelin SCA ADR 13,712,000    174,142
* Booking Holdings Inc.     86,500    161,710
  Bayerische Motoren Werke AG  2,025,426    158,980
  Mercedes-Benz Group AG  2,159,229    124,980
  DR Horton Inc.  1,162,980     89,410
  Starbucks Corp.  1,005,144     87,035
  Lear Corp.    548,900     76,138
* Adient plc  1,311,943     45,892
* Goodyear Tire & Rubber Co.  2,833,996     35,992
       4,157,128
Consumer Staples (6.5%)
  Procter & Gamble Co.  6,040,204    813,434
  Coca-Cola Co. 10,685,095    639,503
  Sysco Corp.  4,769,343    412,834
    Shares Market
Value

($000)
  PepsiCo Inc.  1,676,845    304,482
  Mondelez International Inc. Class A  3,706,337    227,866
  Constellation Brands Inc. Class A    846,000    209,030
  Estee Lauder Cos. Inc. Class A    883,782    177,189
  Unilever plc ADR  3,884,298    176,774
  Unilever plc (XLON)  3,390,000    154,090
  Nestle SA (Registered)  1,212,973    132,043
  Tyson Foods Inc. Class A    468,413     32,016
       3,279,261
Energy (6.5%)
  ConocoPhillips  5,742,032    724,013
  Halliburton Co.  9,017,335    328,411
  Coterra Energy Inc.  9,614,000    299,284
  APA Corp.  5,984,377    272,050
  Suncor Energy Inc.  7,518,132    258,549
  NOV Inc. 10,181,888    228,074
  Phillips 66  1,990,000    207,537
  Shell plc ADR  3,650,412    203,072
  Marathon Oil Corp.  6,226,087    189,584
  Hess Corp.    981,067    138,409
  Murphy Oil Corp.  2,797,252    135,695
* Ovintiv Inc. (XNYS)  1,677,610     84,971
  Cenovus Energy Inc.  3,695,600     74,651
  Schlumberger NV  1,129,000     58,742
  Baker Hughes Co. Class A  1,863,000     51,531
       3,254,573
Financials (16.6%)
  Wells Fargo & Co. 19,760,367    908,779
  Bank of America Corp. 22,116,816    797,090
  Citigroup Inc. 13,926,803    638,683
  PNC Financial Services Group Inc.  3,579,402    579,255
  Intercontinental Exchange Inc.  5,585,077    533,766
  American Express Co.  3,432,583    509,567
  American International Group Inc.  7,743,156    441,360
  Marsh & McLennan Cos. Inc.  2,264,390    365,676
  Capital One Financial Corp.  2,991,300    317,138
  Commerce Bancshares Inc.  4,326,366    306,480
10

Windsor II Fund
    Shares Market
Value

($000)
  Goldman Sachs Group Inc.    853,549    294,056
  Ameriprise Financial Inc.    938,800    290,202
  JPMorgan Chase & Co.  2,295,001    288,895
  Cullen/Frost Bankers Inc.  1,577,000    244,514
  Bank of New York Mellon Corp.  5,516,134    232,284
  Cincinnati Financial Corp.  2,192,000    226,477
  Blackstone Inc.  2,402,563    218,970
  Hartford Financial Services Group Inc.  2,768,600    200,474
  Citizens Financial Group Inc.  4,538,951    185,643
  BNP Paribas SA  3,526,900    165,390
  Truist Financial Corp.  2,831,319    126,815
1 Mitsubishi UFJ Financial Group Inc. ADR 19,937,000     93,903
  First Citizens BancShares Inc. Class A    101,058     83,082
1 Corebridge Financial Inc.  2,694,200     61,077
  Equitable Holdings Inc.  1,842,040     56,403
  NatWest Group plc 19,290,743     51,956
  State Street Corp.    665,188     49,224
* ING Groep NV  4,579,533     45,061
  China Construction Bank Corp. Class H 51,864,000     27,524
  Sumitomo Mitsui Financial Group Inc.    963,900     27,068
       8,366,812
Health Care (16.8%)
  Medtronic plc 11,626,297  1,015,441
  Johnson & Johnson  5,154,289    896,692
  UnitedHealth Group Inc.  1,371,817    761,564
  Elevance Health Inc.  1,364,638    746,143
  Danaher Corp.  2,658,310    669,017
  HCA Healthcare Inc.  2,728,700    593,410
  Cigna Corp.  1,796,273    580,304
  Thermo Fisher Scientific Inc.    804,094    413,280
  Humana Inc.    709,041    395,702
* Boston Scientific Corp.  6,849,195    295,269
  Amgen Inc.  1,075,000    290,626
  Merck & Co. Inc.  2,560,600    259,133
  Roche Holding AG    776,049    257,492
* IQVIA Holdings Inc.    976,253    204,691
  Zoetis Inc.  1,252,953    188,920
1 Alcon Inc.  2,970,800    180,268
  CVS Health Corp.  1,686,300    159,693
* Centene Corp.  1,671,888    142,328
* Vertex Pharmaceuticals Inc.    293,475     91,564
  Novartis AG ADR  1,059,800     85,981
  AbbVie Inc.    544,967     79,783
  Zimmer Biomet Holdings Inc.    676,708     76,705
  Sanofi ADR  1,371,691     59,298
  Gsk plc Spon ADR  1,567,915     52,008
       8,495,312
    Shares Market
Value

($000)
Industrials (9.9%)
  Honeywell International Inc.  4,087,166    833,864
  General Electric Co.  8,369,545    651,234
  Northrop Grumman Corp.    990,800    543,959
  Norfolk Southern Corp.  1,356,930    309,475
  Parker-Hannifin Corp.    979,000    284,517
  Waste Management Inc.  1,740,801    275,691
  FedEx Corp.  1,719,390    275,584
  Xylem Inc.  2,400,000    245,832
  General Dynamics Corp.    902,000    225,320
  Cummins Inc.    648,372    158,533
  CNH Industrial NV 12,026,699    155,626
  Caterpillar Inc.    709,795    153,642
  Oshkosh Corp.  1,690,000    148,720
  HEICO Corp.    900,618    146,477
* Boeing Co.    895,000    127,546
  Raytheon Technologies Corp.  1,291,800    122,489
  PACCAR Inc.  1,127,320    109,158
* Southwest Airlines Co.  2,264,289     82,307
* Daimler Truck Holding AG  2,948,514     78,644
* Fluor Corp.  1,403,385     42,466
* Siemens AG (Registered)    193,374     21,118
       4,992,202
Information Technology (19.1%)
  Microsoft Corp. 10,646,349  2,471,337
  Apple Inc.  3,764,348    577,225
  Visa Inc. Class A  2,753,270    570,367
* Adobe Inc.  1,419,958    452,257
  Micron Technology Inc.  8,303,923    449,242
  Taiwan Semiconductor Manufacturing Co. Ltd. ADR  6,298,485    387,672
  Analog Devices Inc.  2,497,904    356,251
  Samsung Electronics Co. Ltd.  8,514,100    354,356
  Oracle Corp.  4,459,525    348,155
* Salesforce Inc.  1,760,918    286,308
  Cisco Systems Inc.  6,169,732    280,291
* F5 Inc.  1,868,200    266,984
* Workday Inc. Class A  1,673,500    260,765
  Amphenol Corp. Class A  3,379,368    256,257
* Autodesk Inc.  1,170,000    250,731
  Microchip Technology Inc.  4,061,000    250,726
  QUALCOMM Inc.  2,036,500    239,615
* ANSYS Inc.  1,025,000    226,689
  Applied Materials Inc.  2,490,549    219,891
  Accenture plc Class A    768,526    218,184
* PayPal Holdings Inc.  2,181,523    182,332
  TE Connectivity Ltd.    961,966    117,581
  Telefonaktiebolaget LM Ericsson ADR 19,799,680    110,284
  Corning Inc.  3,410,551    109,717
  Cognex Corp.  1,632,092     75,452
* Fiserv Inc.    648,800     66,658
* Western Digital Corp.  1,765,936     60,695
  Cognizant Technology Solutions Corp. Class A    937,900     58,384
 
11

Windsor II Fund
    Shares Market
Value

($000)
  Seagate Technology Holdings plc  1,149,198     57,069
* Lam Research Corp.    123,521     49,999
       9,611,474
Materials (2.9%)
  Corteva Inc.  6,529,000    426,605
  Martin Marietta Materials Inc.    731,000    245,601
  RPM International Inc.  2,399,000    226,873
  Ecolab Inc.  1,293,000    203,092
  Avery Dennison Corp.  1,052,268    178,412
  Olin Corp.  2,815,600    149,086
  International Paper Co.  1,016,629     34,169
       1,463,838
Other (0.9%)
  SPDR S&P 500 ETF Trust  1,236,073    477,384
Real Estate (1.5%)
  Prologis Inc.  3,627,981    401,799
  Crown Castle Inc.  1,560,000    207,886
  Equity LifeStyle Properties Inc.  2,142,000    137,002
         746,687
Utilities (1.5%)
  PPL Corp.  9,803,515    259,695
  Atmos Energy Corp.  2,332,700    248,549
  Xcel Energy Inc.  3,713,100    241,760
         750,004
Total Common Stocks
(Cost $36,044,116)
48,578,412
    Shares Market
Value

($000)
Temporary Cash Investments (3.5%)
Money Market Fund (3.5%)
2,3 Vanguard Market Liquidity Fund, 3.117% (Cost$1,750,028) 17,506,403           1,750,290
Total Investments (99.8%) (Cost $37,794,144) 50,328,702
Other Assets and Liabilities—Net (0.2%) 94,969
Net Assets (100%) 50,423,671
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 $10,496,000.
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 $11,123,000 was received for securities on loan.
  ADR—American Depositary Receipt.
 

Derivative Financial Instruments Outstanding as of Period End

Futures Contracts
      ($000)
  Expiration Number of
Long (Short)
Contracts
Notional
Amount
Value and
Unrealized
Appreciation
(Depreciation)
Long Futures Contracts        
E-mini S&P 500 Index December 2022 2,125 412,569 25,875
  
See accompanying Notes, which are an integral part of the Financial Statements.
12

Windsor II Fund
Statement of Assets and Liabilities
As of October 31, 2022
($000s, except shares and per-share amounts) Amount
Assets  
Investments in Securities, at Value1  
Unaffiliated Issuers (Cost $36,044,116) 48,578,412
Affiliated Issuers (Cost $1,750,028) 1,750,290
Total Investments in Securities 50,328,702
Investment in Vanguard 1,854
Cash Collateral Pledged—Futures Contracts 22,100
Receivables for Investment Securities Sold 90,302
Receivables for Accrued Income 47,278
Receivables for Capital Shares Issued 8,646
Total Assets 50,498,882
Liabilities  
Due to Custodian 5,907
Payables for Investment Securities Purchased 15,234
Collateral for Securities on Loan 11,123
Payables to Investment Advisor 14,823
Payables for Capital Shares Redeemed 21,565
Payables to Vanguard 3,434
Variation Margin Payable—Futures Contracts 3,125
Total Liabilities 75,211
Net Assets 50,423,671
1 Includes $10,496 of securities on loan.  
At October 31, 2022, net assets consisted of:  
   
Paid-in Capital 34,991,703
Total Distributable Earnings (Loss) 15,431,968
Net Assets 50,423,671
 
Investor Shares—Net Assets  
Applicable to 272,827,126 outstanding $.001 par value shares of
beneficial interest (unlimited authorization)
10,747,063
Net Asset Value Per Share—Investor Shares $39.39
 
Admiral Shares—Net Assets  
Applicable to 567,700,096 outstanding $.001 par value shares of
beneficial interest (unlimited authorization)
39,676,608
Net Asset Value Per Share—Admiral Shares $69.89
  
See accompanying Notes, which are an integral part of the Financial Statements.
13

Windsor II Fund
Statement of Operations
  Year Ended
October 31, 2022
  ($000)
Investment Income  
Income  
Dividends1 925,596
Interest2 20,018
Securities Lending—Net 1,351
Total Income 946,965
Expenses  
Investment Advisory Fees—Note B  
Basic Fee 68,897
Performance Adjustment (4,131)
The Vanguard Group—Note C  
Management and Administrative—Investor Shares 25,163
Management and Administrative—Admiral Shares 58,329
Marketing and Distribution—Investor Shares 709
Marketing and Distribution—Admiral Shares 1,451
Custodian Fees 561
Auditing Fees 42
Shareholders’ Reports—Investor Shares 462
Shareholders’ Reports—Admiral Shares 182
Trustees’ Fees and Expenses 21
Other Expenses 80
Total Expenses 151,766
Expenses Paid Indirectly (49)
Net Expenses 151,717
Net Investment Income 795,248
Realized Net Gain (Loss)  
Investment Securities Sold2 2,926,827
Futures Contracts (129,080)
Foreign Currencies (999)
Realized Net Gain (Loss) 2,796,748
Change in Unrealized Appreciation (Depreciation)  
Investment Securities—Unaffiliated Issuers2 (10,648,310)
Futures Contracts 4,468
Foreign Currencies (714)
Change in Unrealized Appreciation (Depreciation) (10,644,556)
Net Increase (Decrease) in Net Assets Resulting from Operations (7,052,560)
1 Dividends are net of foreign withholding taxes of $17,265,000.
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 $19,903,000, ($550,000), $47,000, and $109,000, respectively. Purchases and sales are for temporary cash investment purposes.
  
See accompanying Notes, which are an integral part of the Financial Statements.
14

Windsor II Fund
Statement of Changes in Net Assets
  Year Ended October 31,
  2022
($000)
2021
($000)
     
Increase (Decrease) in Net Assets    
Operations    
Net Investment Income 795,248 657,953
Realized Net Gain (Loss) 2,796,748 4,007,994
Change in Unrealized Appreciation (Depreciation) (10,644,556) 15,751,779
Net Increase (Decrease) in Net Assets Resulting from Operations (7,052,560) 20,417,726
Distributions    
Investor Shares (1,012,782) (877,466)
Admiral Shares (3,567,050) (2,558,212)
Total Distributions (4,579,832) (3,435,678)
Capital Share Transactions    
Investor Shares (437,223) (1,563,435)
Admiral Shares 1,926,529 3,159,805
Net Increase (Decrease) from Capital Share Transactions 1,489,306 1,596,370
Total Increase (Decrease) (10,143,086) 18,578,418
Net Assets    
Beginning of Period 60,566,757 41,988,339
End of Period 50,423,671 60,566,757
  
See accompanying Notes, which are an integral part of the Financial Statements.
15

Windsor II Fund
Financial Highlights
Investor Shares          
For a Share Outstanding
Throughout Each Period 
Year Ended October 31,
2022 2021 2020 2019 2018
Net Asset Value, Beginning of Period $48.48 $34.85 $37.22 $37.39 $38.81
Investment Operations          
Net Investment Income1 .585 .502 .551 .775 .783
Net Realized and Unrealized Gain (Loss) on Investments (6.039) 15.971 .607 2.628 .950
Total from Investment Operations (5.454) 16.473 1.158 3.403 1.733
Distributions          
Dividends from Net Investment Income (.566) (.516) (.635) (.844) (.740)
Distributions from Realized Capital Gains (3.070) (2.327) (2.893) (2.729) (2.413)
Total Distributions (3.636) (2.843) (3.528) (3.573) (3.153)
Net Asset Value, End of Period $39.39 $48.48 $34.85 $37.22 $37.39
Total Return2 -11.93% 49.42% 2.93% 10.82% 4.44%
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $10,747 $13,734 $10,997 $12,119 $12,061
Ratio of Total Expenses to Average Net Assets3 0.34%4 0.34% 0.34% 0.33% 0.33%
Ratio of Net Investment Income to Average Net Assets 1.38% 1.15% 1.61% 2.20% 2.04%
Portfolio Turnover Rate 18% 20% 61% 32% 29%
1 Calculated based on average shares outstanding.
2 Total returns do not include account service fees that may have applied in the periods shown. Fund prospectuses provide information about any applicable account service fees.
3 Includes performance-based investment advisory fee increases (decreases) of (0.01%), (0.00%), (0.01%), (0.03%), and (0.03%).
4 The ratio of expenses to average net assets for the period net of reduction from broker commission abatement arrangements was 0.34%.
  
See accompanying Notes, which are an integral part of the Financial Statements.
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Windsor II Fund
Financial Highlights
Admiral Shares          
For a Share Outstanding
Throughout Each Period 
Year Ended October 31,
2022 2021 2020 2019 2018
Net Asset Value, Beginning of Period $86.03 $61.84 $66.06 $66.35 $68.88
Investment Operations          
Net Investment Income1 1.098 .950 1.027 1.426 1.443
Net Realized and Unrealized Gain (Loss) on Investments (10.716) 28.341 1.065 4.675 1.682
Total from Investment Operations (9.618) 29.291 2.092 6.101 3.125
Distributions          
Dividends from Net Investment Income (1.074) (.972) (1.178) (1.547) (1.371)
Distributions from Realized Capital Gains (5.448) (4.129) (5.134) (4.844) (4.284)
Total Distributions (6.522) (5.101) (6.312) (6.391) (5.655)
Net Asset Value, End of Period $69.89 $86.03 $61.84 $66.06 $66.35
Total Return2 -11.86% 49.55% 3.00% 10.93% 4.52%
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $39,677 $46,833 $30,992 $34,022 $34,126
Ratio of Total Expenses to Average Net Assets3 0.26%4 0.26% 0.26% 0.25% 0.25%
Ratio of Net Investment Income to Average Net Assets 1.46% 1.22% 1.69% 2.28% 2.12%
Portfolio Turnover Rate 18% 20% 61% 32% 29%
1 Calculated based on average shares outstanding.
2 Total returns do not include account service fees that may have applied in the periods shown. Fund prospectuses provide information about any applicable account service fees.
3 Includes performance-based investment advisory fee increases (decreases) of (0.01%), (0.00%), (0.01%), (0.03%), and (0.03%).
4 The ratio of expenses to average net assets for the period net of reduction from broker commission abatement arrangements was 0.26%.
  
See accompanying Notes, which are an integral part of the Financial Statements.
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Windsor II Fund
Notes to Financial Statements
Vanguard Windsor II Fund is registered under the Investment Company Act of 1940 as an open-end investment company, or mutual fund. The fund offers two classes of shares: Investor Shares and Admiral Shares. Each of the share classes has different eligibility and minimum purchase requirements, and is designed for different types of investors.
Significant market disruptions, such as those caused by pandemics (e.g., COVID-19 pandemic), natural or environmental disasters, war (e.g., Russia’s invasion of Ukraine), acts of terrorism, or other events, can adversely affect local and global markets and normal market operations. Any such disruptions could have an adverse impact on the value of the fund’s investments and fund performance.
A. The following significant accounting policies conform to generally accepted accounting principles for U.S. investment companies. The fund consistently follows such policies in preparing its financial statements.
1. Security Valuation: Securities are valued as of the close of trading on the New York Stock Exchange (generally 4 p.m., Eastern time) on the valuation date. Equity securities are valued at the latest quoted sales prices or official closing prices taken from the primary market in which each security trades; such securities not traded on the valuation date are valued at the mean of the latest quoted bid and asked prices. Securities for which market quotations are not readily available, or whose values have been affected by events occurring before the fund’s pricing time but after the close of the securities’ primary markets, are valued by methods deemed by the valuation designee to represent fair value and subject to oversight by the board of trustees. These procedures include obtaining quotations from an independent pricing service, monitoring news to identify significant market- or security-specific events, and evaluating changes in the values of foreign market proxies (for example, ADRs, futures contracts, or exchange-traded funds), between the time the foreign markets close and the fund’s pricing time. When fair-value pricing is employed, the prices of securities used by a fund to calculate its net asset value may differ from quoted or published prices for the same securities. Investments in Vanguard Market Liquidity Fund are valued at that fund's net asset value.
2. Foreign Currency: Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars using exchange rates obtained from an independent third party as of the fund’s pricing time on the valuation date. Realized gains (losses) and unrealized appreciation (depreciation) on investment securities include the effects of changes in exchange rates since the securities were purchased, combined with the effects of changes in security prices. Fluctuations in the value of other assets and liabilities resulting from changes in exchange rates are recorded as unrealized foreign currency gains (losses) until the assets or liabilities are settled in cash, at which time they are recorded as realized foreign currency gains (losses).
3. Futures Contracts: The fund uses index futures contracts to a limited extent, with the objective of maintaining full exposure to the stock market while maintaining liquidity. The fund may purchase or sell futures contracts to achieve a desired level of investment, whether to accommodate portfolio turnover or cash flows from capital share transactions. The primary risks associated with the use of futures contracts are imperfect correlation between changes in market values of stocks held by the fund and the prices of futures contracts, and the possibility of an illiquid market. Counterparty risk involving futures is mitigated because a regulated clearinghouse is the counterparty instead of the clearing broker. To further mitigate counterparty risk, the fund trades futures contracts on an exchange, monitors the financial strength of its clearing brokers and clearinghouse, and has entered into clearing agreements with its clearing brokers. The
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Windsor II Fund
clearinghouse imposes initial margin requirements to secure the fund’s performance and requires daily settlement of variation margin representing changes in the market value of each contract. Any securities pledged as initial margin for open contracts are noted in the Schedule of Investments.
Futures contracts are valued at their quoted daily settlement prices. The notional amounts of the contracts are not recorded in the Statement of Assets and Liabilities. Fluctuations in the value of the contracts are recorded in the Statement of Assets and Liabilities as an asset (liability) and in the Statement of Operations as unrealized appreciation (depreciation) until the contracts are closed, when they are recorded as realized gains (losses) on futures contracts.
During the year ended October 31, 2022, the fund’s average investments in long and short futures contracts represented 1% and 0% of net assets, respectively, based on the average of the notional amounts at each quarter-end during the period.
4. Federal Income Taxes: The fund intends to continue to qualify as a regulated investment company and distribute virtually all of its taxable income. The fund’s tax returns are open to examination by the relevant tax authorities until expiration of the applicable statute of limitations, which is generally three years after the filing of the tax return. Management has analyzed the fund’s tax positions taken for all open federal and state income tax years, and has concluded that no provision for income tax is required in the fund’s financial statements.
5. Distributions: Distributions to shareholders are recorded on the ex-dividend date. Distributions are determined on a tax basis at the fiscal year-end and may differ from net investment income and realized capital gains for financial reporting purposes.
6. Securities Lending: To earn additional income, the fund lends its securities to qualified institutional borrowers. Security loans are subject to termination by the fund at any time, and are required to be secured at all times by collateral in an amount at least equal to the market value of securities loaned. Daily market fluctuations could cause the value of loaned securities to be more or less than the value of the collateral received. When this occurs, the collateral is adjusted and settled before the opening of the market on the next business day. The fund further mitigates its counterparty risk by entering into securities lending transactions only with a diverse group of prequalified counterparties, monitoring their financial strength, and entering into master securities lending agreements with its counterparties. The master securities lending agreements provide that, in the event of a counterparty’s default (including bankruptcy), the fund may terminate any loans with that borrower, determine the net amount owed, and sell or retain the collateral up to the net amount owed to the fund; however, such actions may be subject to legal proceedings. While collateral mitigates counterparty risk, in the event of a default, the fund may experience delays and costs in recovering the securities loaned. The fund invests cash collateral received in Vanguard Market Liquidity Fund, and records a liability in the Statement of Assets and Liabilities for the return of the collateral, during the period the securities are on loan. Collateral investments in Vanguard Market Liquidity Fund are subject to market appreciation or depreciation. Securities lending income represents fees charged to borrowers plus income earned on invested cash collateral, less expenses associated with the loan. During the term of the loan, the fund is entitled to all distributions made on or in respect of the loaned securities.
7. Credit Facilities and Interfund Lending Program: The fund and certain other funds managed by The Vanguard Group ("Vanguard") participate in a $4.4 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
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Windsor II Fund
borrowings, if any, under the credit facilities. Borrowings may be utilized for temporary or emergency purposes and are subject to the fund’s regulatory and contractual borrowing restrictions. With respect to the committed credit facility, the participating funds are charged administrative fees and an annual commitment fee of 0.10% of the undrawn committed amount of the facility, which are allocated to the funds based on a method approved by the fund’s board of trustees and included in Management and Administrative expenses on the fund’s Statement of Operations. Any borrowings under either facility bear interest at an agreed-upon spread plus the higher of the federal funds effective rate, the overnight bank funding rate, or the Daily Simple Secured Overnight Financing Rate inclusive of an additional agreed-upon spread. However, borrowings under the uncommitted credit facility may bear interest based upon an alternate rate agreed to by the fund and Vanguard.
In accordance with an exemptive order (the “Order”) from the SEC, the fund may participate in a joint lending and borrowing program that allows registered open-end Vanguard funds to borrow money from and lend money to each other for temporary or emergency purposes (the “Interfund Lending Program”), subject to compliance with the terms and conditions of the Order, and to the extent permitted by the fund’s investment objective and investment policies. Interfund loans and borrowings normally extend overnight but can have a maximum duration of seven days. Loans may be called on one business day’s notice. The interest rate to be charged is governed by the conditions of the Order and internal procedures adopted by the board of trustees. The board of trustees is responsible for overseeing the Interfund Lending Program.
For the year ended October 31, 2022, the fund did not utilize the credit facilities or the Interfund Lending Program.
8. Other: Dividend income is recorded on the ex-dividend date. Non-cash dividends included in income, if any, are recorded at the fair value of the securities received. Interest income includes income distributions received from Vanguard Market Liquidity Fund and is accrued daily. Security transactions are accounted for on the date securities are bought or sold. Costs used to determine realized gains (losses) on the sale of investment securities are those of the specific securities sold.
Taxes on foreign dividends and capital gains have been provided for in accordance with the fund's understanding of the applicable countries' tax rules and rates. Deferred foreign capital gains tax, if any, is accrued daily based upon net unrealized gains. The fund has filed tax reclaims for previously withheld taxes on dividends earned in certain European Union countries. These filings are subject to various administrative and judicial proceedings within these countries. Amounts related to these reclaims are recorded when there are no significant uncertainties as to the ultimate resolution of proceedings, the likelihood of receipt of these reclaims, and the potential timing of payment. Such tax reclaims and related professional fees, if any, are included in dividend income and other expenses, respectively.
Each class of shares has equal rights as to assets and earnings, except that each class separately bears certain class-specific expenses related to maintenance of shareholder accounts (included in Management and Administrative expenses) and shareholder reporting. Marketing and distribution expenses are allocated to each class of shares based on a method approved by the board of trustees. Income, other non-class-specific expenses, and gains and losses on investments are allocated to each class of shares based on its relative net assets.
B. The investment advisory firms Lazard Asset Management LLC, Hotchkis & Wiley Capital Management, LLC, Sanders Capital, LLC, and Aristotle Capital Management, LLC, each provide
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Windsor II Fund
investment advisory services to a portion of the fund for a fee calculated at an annual percentage rate of average net assets managed by the advisor. The basic fee of Lazard Asset Management LLC is subject to quarterly adjustments based on performance relative to the S&P 500 Index for the preceding three years. The basic fee of Hotchkis & Wiley Capital Management, LLC, is subject to quarterly adjustments based on performance relative to the MSCI US Investable Market 2500 Index for the preceding five years. The basic fee of Sanders Capital, LLC, is subject to quarterly adjustments based on performance relative to the Russell 3000 Index for the preceding five years. The basic fee of Aristotle Capital Management, LLC, is subject to quarterly adjustments based on performance relative to the S&P 500 Index since January 31, 2020.
Vanguard manages the cash reserves of the fund as described below.
For the year ended October 31, 2022, the aggregate investment advisory fee paid to all advisors represented an effective annual basic rate of 0.12% of the fund’s average net assets, before a net decrease of $4,131,000 (0.01%) based on performance.
C. In accordance with the terms of a Funds' Service Agreement (the “FSA”) between Vanguard and the fund, Vanguard furnishes to the fund corporate management, administrative, marketing, distribution and cash management services at Vanguard’s cost of operations (as defined by the FSA). These costs of operations are allocated to the fund based on methods and guidelines approved by the board of trustees and are generally settled twice a month.
Upon the request of Vanguard, the fund may invest up to 0.40% of its net assets as capital in Vanguard. At October 31, 2022, the fund had contributed to Vanguard capital in the amount of $1,854,000, representing less than 0.01% of the fund’s net assets and 0.74% of Vanguard’s capital received pursuant to the FSA. The fund’s trustees and officers are also directors and employees, respectively, of Vanguard.
D. The fund has asked its investment advisors to direct certain security trades, subject to obtaining the best price and execution, to brokers who have agreed to rebate to the fund part of the commissions generated. Such rebates are used solely to reduce the fund’s management and administrative expenses. For the year ended October 31, 2022, these arrangements reduced the fund’s expenses by $49,000 (an annual rate of less than 0.01% of average net assets).
E. Various inputs may be used to determine the value of the fund’s investments and derivatives. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.
Level 1—Quoted prices in active markets for identical securities.
Level 2—Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
Level 3—Significant unobservable inputs (including the fund’s own assumptions used to determine the fair value of investments). Any investments and derivatives valued with significant unobservable inputs are noted on the Schedule of Investments.
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Windsor II Fund
The following table summarizes the market value of the fund’s investments and derivatives as of October 31, 2022, based on the inputs used to value them:
  Level 1
($000)
Level 2
($000)
Level 3
($000)
Total
($000)
Investments        
Assets        
Common Stocks 46,979,710 1,598,702 48,578,412
Temporary Cash Investments 1,750,290 1,750,290
Total 48,730,000 1,598,702 50,328,702
Derivative Financial Instruments        
Assets        
Futures Contracts1 25,875 25,875
1 Includes cumulative appreciation (depreciation) on futures contracts and centrally cleared swaps, if any, as reported in the Schedule of Investments. Only current day’s variation margin is reported within the Statement of Assets and Liabilities.
F. Permanent differences between book-basis and tax-basis components of net assets are reclassified among capital accounts in the financial statements to reflect their tax character. These reclassifications have no effect on net assets or net asset value per share. As of period end, permanent differences primarily attributable to the accounting for applicable foreign currency transactions and distributions in connection with fund share redemptions were reclassified between the following accounts:
  Amount
($000)
Paid-in Capital 150,407
Total Distributable Earnings (Loss) (150,407)
Temporary differences between book-basis and tax-basis components of total distributable earnings (loss) arise when certain items of income, gain, or loss are recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. The differences are primarily related to the deferral of losses from wash sales; and the recognition of unrealized gains or losses from certain derivative contracts. As of period end, the tax-basis components of total distributable earnings (loss) are detailed in the table as follows:
  Amount
($000)
Undistributed Ordinary Income 263,505
Undistributed Long-Term Gains 2,674,577
Capital Loss Carryforwards
Qualified Late-Year Losses
Net Unrealized Gains (Losses) 12,493,886
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Windsor II Fund
The tax character of distributions paid was as follows:
  Year Ended October 31,
  2022
Amount
($000)
2021
Amount
($000)
Ordinary Income* 1,414,463 781,945
Long-Term Capital Gains 3,165,369 2,653,733
Total 4,579,832 3,435,678
* Includes short-term capital gains, if any.
As of October 31, 2022, gross unrealized appreciation and depreciation for investments and derivatives based on cost for U.S. federal income tax purposes were as follows:
  Amount
($000)
Tax Cost 37,834,352
Gross Unrealized Appreciation 15,329,566
Gross Unrealized Depreciation (2,835,216)
Net Unrealized Appreciation (Depreciation) 12,494,350
G. During the year ended October 31, 2022, the fund purchased $9,760,828,000 of investment securities and sold $11,387,249,000 of investment securities, other than temporary cash investments.
H. Capital share transactions for each class of shares were:
    
  Year Ended October 31,  
  2022   2021
  Amount
($000)
Shares
(000)
  Amount
($000)
Shares
(000)
Investor Shares          
Issued 594,292 13,465   823,222 18,805
Issued in Lieu of Cash Distributions 986,376 22,623   856,941 22,227
Redeemed (2,017,891) (46,545)   (3,243,598) (73,302)
Net Increase (Decrease)—Investor Shares (437,223) (10,457)   (1,563,435) (32,270)
Admiral Shares          
Issued 2,903,794 37,328   4,997,051 63,663
Issued in Lieu of Cash Distributions 3,344,538 43,301   2,400,086 35,053
Redeemed (4,321,803) (57,306)   (4,237,332) (55,504)
Net Increase (Decrease)—Admiral Shares 1,926,529 23,323   3,159,805 43,212
I. Management has determined that no events or transactions occurred subsequent to October 31, 2022, that would require recognition or disclosure in these financial statements.
23

Report of Independent Registered Public Accounting Firm
To the Board of Trustees of Vanguard Windsor Funds and Shareholders of Vanguard Windsor II Fund
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Vanguard Windsor II Fund (one of the funds constituting Vanguard Windsor Funds, referred to hereafter as the "Fund") as of October 31, 2022, the related statement of operations for the year ended October 31, 2022, the statement of changes in net assets for each of the two years in the period ended October 31, 2022, including the related notes, and the financial highlights for each of the five years in the period ended October 31, 2022 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of October 31, 2022, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended October 31, 2022 and the financial highlights for each of the five years in the period ended October 31, 2022 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of October 31, 2022 by correspondence with the custodian, transfer agent and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
/s/PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
December 16, 2022
We have served as the auditor of one or more investment companies in The Vanguard Group of Funds since 1975.
24


Tax information (unaudited)
For corporate shareholders, 84.8%, or if subsequently determined to be different, the maximum percentage allowable by law, of ordinary income (dividend income plus short-term gains, if any) for the fiscal year qualified for the dividends-received deduction.
The fund hereby designates $890,042,000, or if subsequently determined to be different, the maximum amount allowable by law, as qualified dividend income for individual shareholders for the fiscal year.
The fund hereby designates $5,826,000, or if subsequently determined to be different, the maximum amount allowable by law, of interest earned from obligations of the U.S. government which is generally exempt from state income tax.
For nonresident alien shareholders, 100% of short-term capital gain dividends distributed by the fund for the fiscal year are qualified short-term capital gains.
The fund distributed $3,315,403,000 as capital gain dividends (20% rate gain distributions) to shareholders during the fiscal year.
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The People Who Govern Your Fund
The trustees of your mutual fund are there to see that the fund is operated and managed in your best interests since, as a shareholder, you are a part owner of the fund. Your fund’s trustees also serve on the board of directors of The Vanguard Group, Inc., which is owned by the Vanguard funds and provides services to them. 
A majority of Vanguard’s board members are independent, meaning that they have no affiliation with Vanguard or the funds they oversee, apart from the sizable personal investments they have made as private individuals. The independent board members have distinguished backgrounds in business, academia, and public service. Each of the trustees and executive officers oversees 206 Vanguard funds.
Information for each trustee and executive officer of the fund appears below. That information, as well as the Vanguard fund count, is as of the date on the cover of this fund report. The mailing address of the trustees and officers is P.O. Box 876, Valley Forge, PA 19482. More information about the trustees is in the Statement of Additional Information, which can be obtained, without charge, by contacting Vanguard at 800-662-7447, or online at vanguard.com.
Interested Trustee1
Mortimer J. Buckley
Born in 1969. Trustee since January 2018. Principal occupation(s) during the past five years and other experience: chairman of the board (2019–present) of Vanguard and of each of the investment companies served by Vanguard; chief executive officer (2018–present) of Vanguard; chief executive officer, president, and trustee (2018–present) of each of the investment companies served by Vanguard; president and director (2017–present) of Vanguard; and president (2018–present) of Vanguard Marketing Corporation. Chief investment officer (2013–2017), managing director (2002–2017), head of the Retail Investor Group (2006–2012), and chief information officer (2001–2006) of Vanguard. Member of the board of governors of the Investment Company Institute and the board of governors of FINRA. Trustee and vice chair of The Shipley School.
Independent Trustees
Tara Bunch
Born in 1962. Trustee since November 2021. Principal occupation(s) during the past five years and other experience: head of global operations at Airbnb (2020–present). Vice president of AppleCare (2012–2020). Member of the board of directors of Out & Equal (2002–2006), the advisory board of the University of California, Berkeley School of Engineering (2020–present), and the advisory board
of Santa Clara University’s Leavey School of Business (2018–present).
Emerson U. Fullwood
Born in 1948. Trustee since January 2008. Principal occupation(s) during the past five years and other experience: executive chief staff and marketing officer for North America and corporate vice president (retired 2008) of Xerox Corporation (document management products and services). Former president of the Worldwide Channels Group, Latin America, and Worldwide Customer Service and executive chief staff officer of Developing Markets of Xerox. Executive in residence and 2009–2010 Distinguished Minett Professor at the Rochester Institute of Technology. Member of the board of directors of the University of Rochester Medical Center, the Monroe Community College Foundation, the United Way of Rochester, North Carolina A&T University, Roberts Wesleyan College, and the Rochester Philharmonic Orchestra. Trustee of the University of Rochester.                       
F. Joseph Loughrey
Born in 1949. Trustee since October 2009. Principal occupation(s) during the past five years and other experience: president and chief operating officer (retired 2009) and vice chairman of the board (2008–2009) of Cummins Inc. (industrial machinery). Chairman of the board of Hillenbrand, Inc. (specialized consumer services). Director of the V Foundation. Member of the advisory council for the College of
 
1  Mr. Buckley is considered an “interested person,” as defined in the Investment Company Act of 1940, because he is an officer of the Vanguard funds.

Arts and Letters at the University of Notre Dame. Chairman of the board of Saint Anselm College.
Mark Loughridge
Born in 1953. Trustee since March 2012. Principal occupation(s) during the past five years and other experience: senior vice president and chief financial officer (retired 2013) of IBM (information technology services). Fiduciary member of IBM’s Retirement Plan Committee (2004–2013), senior vice president and general manager (2002–2004) of IBM Global Financing, vice president and controller (1998–2002) of IBM, and a variety of other prior management roles at IBM. Member of the Council on Chicago Booth.
Scott C. Malpass
Born in 1962. Trustee since March 2012. Principal occupation(s) during the past five years and other experience: adjunct professor of finance at the University of Notre Dame (2020–present). Chief investment officer (retired 2020) and vice president (retired 2020) of the University of Notre Dame. Assistant professor (retired June 2020) of finance at the Mendoza College of Business, University of Notre Dame, and member of the Notre Dame 403(b) Investment Committee. Member of the board of Catholic Investment Services, Inc. (investment advisors), the board of superintendence of the Institute for the Works of Religion, and the board of directors of Paxos Trust Company (finance).
Deanna Mulligan
Born in 1963. Trustee since January 2018. Principal occupation(s) during the past five years and other experience: chief executive officer of Purposeful (advisory firm for CEOs and C-level executives; 2021–present). Board chair (2020), chief executive officer (2011–2020), and president (2010–2019) of The Guardian Life Insurance Company of America. Chief operating officer (2010–2011) and executive vice president (2008–2010) of Individual Life and Disability of the Guardian Life Insurance Company of America. Member of the board of the Economic Club of New York. Trustee of the Partnership for New York City (business leadership), Chief Executives for Corporate Purpose, and the NewYork-Presbyterian Hospital.
André F. Perold
Born in 1952. Trustee since December 2004. Principal occupation(s) during the past five years and other experience: George Gund Professor of Finance and Banking, Emeritus at the Harvard Business School (retired 2011). Chief investment officer and co-managing partner of HighVista Strategies (private investment firm). Member of the board (2018–present) of RIT Capital Partners (investment
firm). Member of the investment committee of Partners Health Care System.
Sarah Bloom Raskin
Born in 1961. Trustee since January 2018. Principal occupation(s) during the past five years and other experience: deputy secretary (2014–2017) of the United States Department of the Treasury. Governor (2010–2014) of the Federal Reserve Board. Commissioner (2007–2010) of financial regulation for the State of Maryland. Colin W. Brown Distinguished Professor of the Practice of Law (2021–present), professor (2020–present), Distinguished Fellow of the Global Financial Markets Center (2020–present), and Rubenstein Fellow (2017–2020) at Duke University. Trustee (2017–present) of Amherst College and member of Amherst College Investment Committee (2019–present). Member of the Regenerative Crisis Response Committee (2020–present).
David A. Thomas
Born in 1956. Trustee since July 2021. Principal occupation(s) during the past five years and other experience: president of Morehouse College (2018–present). Professor of business administration, emeritus at Harvard University (2017–2018). Dean (2011–2016) and professor of management (2016–2017) at the Georgetown University McDonough School of Business. Director of DTE Energy Company (2013–present). Trustee of Common Fund (2019–present).
Peter F. Volanakis
Born in 1955. Trustee since July 2009. Principal occupation(s) during the past five years and other experience: president and chief operating officer (retired 2010) of Corning Incorporated (communications equipment) and director of Corning Incorporated (2000–2010) and Dow Corning (2001–2010). Director (2012) of SPX Corporation (multi-industry manufacturing). Overseer of the Amos Tuck School of Business Administration, Dartmouth College (2001–2013). Member of the BMW Group Mobility Council.

Executive Officers
Christine M. Buchanan
Born in 1970. Principal occupation(s) during the past five years and other experience: principal of Vanguard. Chief financial officer (2021–present) and treasurer (2017–present) of each of the investment companies served by Vanguard. Partner (2005–2017) at KPMG (audit, tax, and advisory services).
John Galloway
Born in 1973. Principal occupation(s) during the past five years and other experience: principal of Vanguard. Investment stewardship officer (September 2020–present) of each of the investment companies served by Vanguard. Head of Investor Advocacy (February 2020–present) and head of Marketing Strategy and Planning (2017–2020) at Vanguard. Special assistant to the President of the United States (2015).
Ashley Grim
Born in 1984. Principal occupation(s) during the past five years and other experience: treasurer (February 2022–present) of each of the investment companies served by Vanguard. Fund transfer agent controller (2019–2022) and director of Audit Services (2017–2019) at Vanguard. Senior manager (2015–2017) at PriceWaterhouseCoopers (audit and assurance, consulting, and tax services).
Peter Mahoney
Born in 1974. Principal occupation(s) during the past five years and other experience: principal of Vanguard. Controller (2015–present) of each of the investment companies served by Vanguard. Head of International Fund Services (2008–2014) at Vanguard.
Anne E. Robinson
Born in 1970. Principal occupation(s) during the past five years and other experience: general counsel (2016–present) of Vanguard. Secretary (2016–present) of Vanguard and of each of the investment companies served by Vanguard. Managing director (2016–present) of Vanguard. Managing director and general counsel of Global Cards and Consumer Services (2014–2016) at Citigroup. Counsel (2003–2014) at American Express. Nonexecutive director of the board of National Grid (energy).
Michael Rollings
Born in 1963. Principal occupation(s) during the past five years and other experience: finance director (2017–present) and treasurer (2017) of each of the investment companies served by Vanguard. Managing director (2016–present) of Vanguard. Chief financial officer (2016–present) of Vanguard. Director (2016–present) of Vanguard Marketing Corporation. Executive vice president and chief financial officer (2006–2016) of MassMutual Financial Group.
John E. Schadl
Born in 1972. Principal occupation(s) during the past five years and other experience: principal of Vanguard. Chief compliance officer (2019–present) of Vanguard and of each of the investment companies served by Vanguard. Assistant vice president (2019–present) of Vanguard Marketing Corporation.
Vanguard Senior Management Team
Matthew Benchener Thomas M. Rampulla
Joseph Brennan Karin A. Risi
Mortimer J. Buckley Anne E. Robinson
Gregory Davis Michael Rollings
John James Nitin Tandon
Chris D. Mclsaac Lauren Valente

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All comparative mutual fund data are from Morningstar, Inc., unless otherwise noted.
You can obtain a free copy of Vanguard’s proxy voting guidelines by visiting vanguard.com/proxyreporting or by calling Vanguard at 800-662-2739. The guidelines are also available from the SEC’s website, www.sec.gov. In addition, you may obtain a free report on how your fund voted the proxies for securities it owned during the 12 months ended June 30. To get the report, visit either vanguard.com/proxyreporting or www.sec.gov.
You can review information about your fund on the SEC’s website, and you can receive copies of this information, for a fee, by sending a request via email addressed to publicinfo@sec.gov.
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Q730 122022

 

Item 2: Code of Ethics.

 

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

 

Item 3: Audit Committee Financial Expert.

 

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

 

Item 4: Principal Accountant Fees and Services.

 

(a)        Audit Fees.

 

Audit Fees of the Registrant.

 

Fiscal Year Ended October 31, 2022: $82,000
Fiscal Year Ended October 31, 2021: $92,000

 

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

 

Fiscal Year Ended October 31, 2022: $10,494,508
Fiscal Year Ended October 31, 2021: $11,244,694

 

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

 

(b)          Audit-Related Fees.

 

Fiscal Year Ended October 31, 2022: $2,757,764
Fiscal Year Ended October 31, 2021: $2,955,181

 

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

 

(c)          Tax Fees.

 

Fiscal Year Ended October 31, 2022: $5,202,689
Fiscal Year Ended October 31, 2021: $2,047,574

 

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

 

(d)          All Other Fees.

 

Fiscal Year Ended October 31, 2022: $298,000
Fiscal Year Ended October 31, 2021: $280,000

 

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

 

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

 

 

 

 

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

 

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

 

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

 

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

 

(g)         Aggregate Non-Audit Fees.

 

Fiscal Year Ended October 31, 2022: $5,500,689
Fiscal Year Ended October 31, 2021: $2,327,574

 

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

 

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

 

Item 5: Audit Committee of Listed Registrants.

 

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

 

 

 

 

Item 6: Investments.

 

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

 

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

 

Not applicable.

 

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

 

Not applicable.

 

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

 

Not applicable.

 

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

 

Not applicable.

 

Item 11: Controls and Procedures.

 

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

 

(b) Internal Control Over Financial Reporting. There were no significant changes in the Registrant’s Internal Control Over Financial Reporting or in other factors that could significantly affect this control subsequent to the date of the evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

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

 

Not applicable.

 

Item 13: Exhibits.

 

(a)(1) Code of Ethics filed herewith.
(a)(2) Certifications filed herewith.
(b) Certifications filed herewith.

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  VANGUARD WINDSOR FUNDS
     
BY: /s/ MORTIMER J. BUCKLEY*  
  MORTIMER J. BUCKLEY  
  CHIEF EXECUTIVE OFFICER  

 

Date: December 19, 2022

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

  VANGUARD WINDSOR FUNDS
     
BY: /s/ MORTIMER J. BUCKLEY*  
  MORTIMER J. BUCKLEY  
  CHIEF EXECUTIVE OFFICER  

 

Date: December 19, 2022

 

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

 

Date: December 19, 2022

 

* By: /s/ Anne E. Robinson  

 

Anne E. Robinson, pursuant to a Power of Attorney filed on October 11, 2022 (see File Number 333-11763), Incorporated by Reference.

 

 

 

EX-99.CODE ETH 2 tm2229091d1_ex99-codeeth.htm EXHIBIT 99.CODE ETH

 

Exhibit 99.CODEETH

 

 

 

Access Person Code of Conduct

 

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

 

 

Background – Why This Access Person Code of Conduct Matters 

 

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

 

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

 

Policy Coverage

 

To Whom Does the APCC Apply? 

 

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

 

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

 

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

 

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

 

 

 

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

 

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

 

Page 1 of 37

 

 

 

 

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

 

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

 

Policy Overview 

 

There are four primary sections to this policy: 

 

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

 

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

A – Reminders on who is covered 

B – Brokerage firms you may use 

C – Disclosure obligations 

D – Investment and trading restrictions  

 

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

 

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

 

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

 

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

 

·       Standards of Conduct Policy

·       Conflicts of Interest Policy

·       Insider Trading Policy

·       Outside Business Activity Policy

 

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

 

 

Policy Requirements 

 

Section 1 – Standards of Business Conduct 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

 

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

 

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

 

Section 2 – Personal Investment Activities 

 

Introduction 

 

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

 

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

 

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

 

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

 

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

 

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

 

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Checklist 

 

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

 

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

 

 

Quick Tip: 

 

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

 

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

 

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

 

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

 

 

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Note for crew in China: 

 

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

 

Subsection 2-A – Who Is Covered Under this Policy 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Subsection 2-B – Brokerage Firms You May Use 

 

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

 

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

 

 

U.S. Crew:

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

 

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

 

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

 

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

 

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

 

Ex-U.S. Crew:

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

 

Contingent Workers, Globally

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

 

 

Subsection 2-C – Disclosure Obligations 

 

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

 

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

 

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

 

1. Initial Disclosure of Accounts and Holdings

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

 

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

 

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

 

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

 

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

 

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

 

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

 

What and how to disclose this information:

 

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

 

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

 

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

 

3.  Additional notes related to disclosures under this policy: 

 

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

 

Subsection 2-D – Investment and Trading Restrictions 

 

This Subsection 2-D contains three segments: 

 

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

 

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

 

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

 

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

 

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

 

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

 

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(a)General Obligations

 

i)Comply with the law:

 

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

 

ii)Use of Information:

 

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

 

iii)Fund policies and excessive trading:

 

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

 

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iv)Beneficial ownership and discretion:

 

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

 

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

 

vi)Waivers:

 

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

 

 

(b)Rules regarding specific investments or investment types:

 

i)Use of derivatives:

 

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

 

ii)IPOs and ICOs:

 

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

 

iii)Private Placements:

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

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

Prohibited Securities transactions

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

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

 

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

Securities transactions that do not require preclearance

You are not required to obtain preclearance for the following:

 

·     Purchases or sales of Vanguard Funds.

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

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

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

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

·    Acquisitions of Covered Securities through gifts or bequests.

 

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

Is preclearance required for trades in an Approved Managed Account?

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

 

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

 

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

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

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

 

Purchasing or selling before a Vanguard Fund:

 

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

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

 

Purchasing or selling after a Vanguard Fund:

 

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

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

 

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

 

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

 

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

 

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

Prohibited Securities transactions

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

 

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

 

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

 

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

 

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

 

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

 

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

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

 

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

 

Securities transactions that do not require preclearance

You are not required to obtain preclearance for the following:

 

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

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

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

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

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

·        Acquisitions of Covered Securities through gifts or bequests.

 

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

 

Is preclearance required for trades in an Approved Managed Account?

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

 

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

 

 

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

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

 

Purchasing or selling before a Vanguard Fund:

 

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

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

 

Purchasing or selling after a Vanguard Fund:

 

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

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

 

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

 

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

 

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

 

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

 

Prohibited Securities transactions 

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

 

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

 

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

 

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

 

 

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

 

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

 

Preclearance representations.

 

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

 

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

 

How do I obtain preclearance?

 

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

 

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

 

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

 

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

 

How long is my preclearance approval valid?

 

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

 

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

 

Section 3 – Penalties and Sanctions 

 

How we enforce this policy 

 

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

 

Violations 

 

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

 

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

 

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Exceptions 

 

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

 

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

 

Section 4 – Defined Terms 

 

The following definitions apply throughout this policy:

 

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

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

 

·        Any Security owned individually by you.

·        Any Security owned by a Household or Family Member.

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

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

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

 

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

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

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

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

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

 

·         Direct Obligations of a Government;

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

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

·         Life policies;

·         ETFs;

·         ETNs; or

·         Digital Currencies.

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

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

 

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

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

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

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

 

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

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

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

 

 

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

 

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

 

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Policy Compliance 

 

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

 

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

 

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

 

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

 

Refer to the Policy Disclaimer Statement for more information. 

 

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Appendix

 

 

Appendix A

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

 

Appendix B

What accounts must be disclosed?

 

Appendix C

Trading and Reporting Requirements for Advisor Access Persons

 

Appendix D

Trading and Reporting Requirements for Fund Access Persons

 

Appendix E

Trading and Reporting Requirements for Fund Access Persons

 

Appendices Endnotes

Clarifications and explanations to the content within the appendices

 

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APPENDIX A

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

 

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

 

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

 

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APPENDIX B  

What accounts must be disclosed?

 

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

 

Common Account Types Access
Person
disclosure
required?
   

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

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

No
   

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

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

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

Vanguard personal accountsi 

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

Yes
   

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

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

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

 

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APPENDIX C

Trading and Reporting Requirements for Advisor Access Persons

 

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

 

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

 

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APPENDIX D

Trading and Reporting Requirements for Fund Access Persons

 

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

 

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

 

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APPENDIX E

 

Trading and Reporting Requirements for Investment Access Persons

 

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

 

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

 

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APPENDICES ENDNOTES

 

Clarifications and explanations to the content within the appendices

 

 

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

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

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

 

This documentation should include the following information:

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

 

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

 

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

 

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

 

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

 

vii Vanguard ETFs require preclearance.

 

viii Vanguard ETFs require a 60 day hold.

 

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EX-99.CERT 3 tm2229091d1_ex99-cert.htm EXHIBIT 99.CERT

Exhibit 99.CERT

 

CERTIFICATIONS

 

I, Mortimer J. Buckley, certify that:

 

1. I have reviewed this report on Form N-CSR of Vanguard Windsor Funds;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: December 19, 2022

 

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

 

 

 

CERTIFICATIONS

 

I, Christine Buchanan, certify that:

 

1. I have reviewed this report on Form N-CSR of Vanguard Windsor Funds;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: December 19, 2022

 

  /s/ Christine Buchanan
  Christine Buchanan
  Chief Financial Officer

 

 

EX-99.906 CERT 4 tm2229091d1_ex99-906cert.htm EXHIBIT 99.906 CERT

Exhibit 99.906CERT

 

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

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

 

Name of Issuer: Vanguard Windsor Funds

 

In connection with the Report on Form N-CSR of the above-named issuer that is accompanied by this certification, the undersigned hereby certifies, to his knowledge, that:

 

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the issuer.

 

Date:     December 19, 2022

 

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

 

 

 

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

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

 

Name of Issuer: Vanguard Windsor Funds

 

In connection with the Report on Form N-CSR of the above-named issuer that is accompanied by this certification, the undersigned hereby certifies, to her knowledge, that:

 

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the issuer.

 

Date:     December 19, 2022

 

  /s/ Christine Buchanan
  Christine Buchanan
  Chief Financial Officer

 

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