[SHIP LOGO] [VANGUARD (R) LOGO]
P.O. Box 2600
Valley Forge, PA 19482-2600
610-669-1538
Judy_L_Gaines@vanguard.com
February 23, 2007
Christian Sandoe, Esq.
U.S. Securities & Exchange Commission via electronic filing
100 F Street, N.E.
Washington, DC 20549
RE: Vanguard Windsor Funds
Dear Mr. Sandoe,
The following responds to your comments of February 22, 2007 on the
post-effective amendment of the registration statement of the above-referenced
registrant. You commented on Post-Effective Amendment No. 108 that was filed on
January 8, 2007.
Comment 1: General (Windsor and Windsor II)
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Comment: Are the funds' investment objectives fundamental?
Response: Yes, and this is noted in the SAI.
Comment 2: Prospectus - Fee Table (Windsor and Windsor II)
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Comment: Are the costs of acquiring ETF shares of Vanguard funds
required to be disclosed in the funds' fee tables?
Response: No. In the SEC's fund of funds release, the Commission permits
funds to omit the new separate line item if the aggregate
expenses attributable to acquired funds do not exceed 0.01% of
average net assets of the acquiring fund. This is the case
with respect to both Windsor and Windsor II Funds' investment
in Vanguard ETFs. Accordingly, the separate line item is
omitted from the Item 2 fee table for both funds.
Comment 3: Prospectus - Plain Talk about the Portfolio Managers
(Windsor and Windsor II)
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Comment: Please clarify the role played by the various portfolio
managers.
Response: We have confirmed with the various external advisers that the
existing disclosure whereby PMs are referred to as
"co-managers" is an accurate description of their roles. The
PMs work together in managing Fund assets, sharing in the
determination of strategies and risk exposures, and placing
trades on behalf of the respective advisory firms' portions of
the
Christian Sandoe, Esq.
February 23, 2007
Page 2
Fund's assets. Neither PM reports to or presides over the
other, nor are there limitations placed on the roles or
responsibilities of the PMs. In all cases, the advisory firms
have represented that the current PM disclosure accurately
describes the roles played by the PMs in their management of
fund assets. Furthermore, we believe that our existing
disclosure satisfies the requirements of Item 5(a)(2) of Form
N-1A. Accordingly, we do not plan to amend the disclosure.
Comment 4: Prospectus - Back Cover (Windsor)
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Comment: Insert the Fund's "811 number" in lieu of the placeholder
text.
Response: We will make the requested change.
Comment 5: SAI - Portfolio Manager Disclosure
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Comment: Please disclose other accounts managed for each PM
individually rather than in the aggregate.
Response: The SAI discloses all accounts managed by each individual PM,
with the exception of one investment advisor - Hotchkis &
Wiley.
We have confirmed with Hotchkis that it uses a team approach
in all instances, and doesn't have individual PMs managing
funds or accounts. That being the case, Hotchkis is unable to
provide a breakdown of other accounts managed on an individual
basis for each PM. The most specific disclosure Hotchkis is
able to provide is the aggregate amount provided for the
investment group. In the event that Hotchkis changes its
management approach, the SAI disclosure will change
accordingly.
Comment 6: Tandy Requirements
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As required by the SEC, the Funds acknowledge that:
o The Funds are responsible for the adequacy and accuracy of the
disclosure in the filing.
o Staff comments or changes in response to staff comments in the
filings reviewed by the staff do not foreclose the Commission
from taking any action with respect to the filing.
o The Funds may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
Please contact me at (610) 669-1538 with any questions or comments regarding
the above responses. Thank you.
Sincerely,
Judith L. Gaines
Associate Counsel
Securities Regulation, Legal Department