[SHIP LOGO][Vanguard/(R)/ Logo]
P.O. Box 2600
Valley Forge, PA 19482-2600
610-669-1538
Judy_L_Gaines@Vanguard.com
February 28, 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 today's discussion about your comments regarding
Post-Effective Amendment No. 109 that was filed yesterday.
Comment: Prospectus - Plain Talk about the Portfolio Managers
(Windsor and Windsor II)
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Comment: Please verify that aside from the PMs listed in the
prospectus, no one else is jointly or primarily responsible
for the day to day management of fund assets.
Response: Aside from the PMs listed in the prospectus, no one else is
jointly or primarily responsible for the day to day management
of fund assets.
Comment: SAI - Portfolio Manager Disclosure
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Comment: Please disclose modify the disclosure of other accounts
managed by the PMs utilizing team approaches to put the focus
more on the individual PMs and less on the team, although
continue to include a mention of the team aspect of
management.
Response: We will make the modifications discussed on the phone today to
address this concern.
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