[SHIP LOGO] [VANGUARD (R) LOGO]
P.O. Box 2600
Valley Forge, PA 19482-2600
610-669-1538
Judy_L_Gaines@vanguard.com
February 26, 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 follows our discussion of February 23, 2007 regarding 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: 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: Vanguard uses the term "co-manage" to describe relationships
where portfolio managers are truly equals with respect to
managing portfolio assets. We will provide additional
clarification as necessary when there are distinctions to be
made between the roles and responsibilities of a fund's
portfolio managers. However, since there are no such
distinctions in the case of Windsor and Windsor II Funds, we
prefer to leave the descriptions unchanged.
Comment: SAI - Portfolio Manager Disclosure
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Comment: Please disclose other accounts managed for each PM
individually rather than in the aggregate.
Response: Some of the investment advisors employed by the Funds utilize
team approaches and, in those cases, there are no accounts
managed by any individual PMs. In such cases, our SAI
disclosure in response to Item 15 is presented at the team
level. We have confirmed with the external advisers that no
further breakdown by PM is available. The most specific
disclosure available is the aggregate amount provided for the
investment groups. In response to your comment, though, we
will modify the Item 15 disclosure to address each PM
individually, explaining that each is responsible for some
undetermined portion of the whole.
Christian Sandoe, Esq.
February 26, 2007
Page 2
Comment: 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