UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT

OF

REGISTERED MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number: 811-05445

 

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

 

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

 

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

 

Date of fiscal year end: September 30

 

Date of reporting period: October 1, 2019—September 30, 2020

 

 

 

 

Item 1: Reports to Shareholders

 

 

 

 

 

 

 

 
 
 
Annual Report | September 30, 2020
 
 
Vanguard Equity Income Fund
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
See the inside front cover for important information about access to your fund’s annual and semiannual shareholder reports.
 
 

 

 

 

 

Important information about access to shareholder reports

 

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of your fund’s annual and semiannual shareholder reports will no longer be sent to you by mail, unless you specifically request them. Instead, you will be notified by mail each time a report is posted on the website and will be provided with a link to access the report.

 

If you have already elected to receive shareholder reports electronically, you will not be affected by this change and do not need to take any action. You may elect to receive shareholder reports and other communications from the fund electronically by contacting your financial intermediary (such as a broker-dealer or bank) or, if you invest directly with the fund, by calling Vanguard at one of the phone numbers on the back cover of this report or by logging on to vanguard.com.

 

You may elect to receive paper copies of all future shareholder reports free of charge. If you invest through a financial intermediary, you can contact the intermediary to request that you continue to receive paper copies. If you invest directly with the fund, you can call Vanguard at one of the phone numbers on the back cover of this report or log on to vanguard.com. Your election to receive paper copies will apply to all the funds you hold through an intermediary or directly with Vanguard.

 

 

 

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

 

·    For the 12 months ended September 30, Vanguard Equity Income Fund returned –2.87% for Investor Shares and –2.77% for Admiral Shares. The fund fared better than its benchmark (–5.52%). The broad U.S. stock market, as measured by the Russell 3000 Index, returned 15.00%.

 

·    After a sharp, pandemic-related decline earlier in 2020, global stocks began a rebound in March that continued into the third quarter. Massive fiscal and monetary support from governments and central banks, signs of economic healing, and reported progress toward a COVID-19 vaccine all buoyed the markets until September, when investor sentiment soured a little.

 

·    The fund’s two advisors focus on investing in large-capitalization value companies with higher yields, and they emphasize dividends. That focus hurt the fund’s performance compared to the broader market, as value stocks generally trailed their growth counterparts.

 

·    By sector, financials and consumer discretionary contributed most to relative returns. Materials, consumer staples, and utilities were the biggest detractors.

 

 

 

Market Barometer

 

  Average Annual Total Returns
  Periods Ended September 30, 2020
  One Year Three Years Five Years
Stocks      
Russell 1000 Index (Large-caps) 16.01% 12.38% 14.09%
Russell 2000 Index (Small-caps) 0.39 1.77 8.00
Russell 3000 Index (Broad U.S. market) 15.00 11.65 13.69
FTSE All-World ex US Index (International) 3.55 1.50 6.49
       
Bonds      
Bloomberg Barclays U.S. Aggregate Bond Index (Broad taxable market) 6.98% 5.24% 4.18%
Bloomberg Barclays Municipal Bond Index (Broad tax-exempt market) 4.09 4.28 3.84
FTSE Three-Month U.S. Treasury Bill Index 1.02 1.65 1.15
       
CPI      
Consumer Price Index 1.37% 1.79% 1.81%

 

1

 

 

Advisors’ Report

 

For the fiscal year ended September 30, 2020, Vanguard Equity Income Fund returned –2.87% for Investor Shares and –2.77% for Admiral Shares, surpassing its benchmark, which returned –5.52%. Your fund is managed by Wellington Management Company and Vanguard Quantitative Equity Group. The use of two investment advisors provides exposure to distinct yet complementary investment approaches, enhancing the diversification of your fund. It is not uncommon for different advisors to have different views about individual securities or the broader investment environment.

 

The table below presents the percentage and amount of the fund’s assets that each advisor manages, as well as brief descriptions of their investment strategies. The advisors have also prepared a discussion of the investment environment that existed during the fiscal year and of how their portfolio positioning reflects this assessment. These comments were prepared on October 19, 2020.

 

 

 

 

 

 

 

 

Vanguard Equity Income Fund Investment Advisors

 

 

  Fund Assets Managed    
Investment Advisor % $ Million   Investment Strategy
Wellington Management Company LLP 65 22,804   A fundamental approach to seeking desirable stocks. Our selections typically offer above-average dividend yields, below-average valuations, and the potential for dividend increases in the future.
Vanguard Quantitative Equity Group 34 12,108   Employs a quantitative fundamental management approach, using models that assess valuation, growth prospects, management decisions, market sentiment, and earnings and balance-sheet quality of companies as compared with their peers.
Cash Investments 1 386   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.

 

2

 

 

Wellington Management Company llp

 

Portfolio Manager:

 

W. Michael Reckmeyer, III, CFA,

Senior Managing Director

and Equity Portfolio Manager

 

At the start of 2020, measures to stem the spread of the coronavirus inflicted unprecedented damage on the U.S. economy, driving a clear dispersion between mega-capitalization tech companies and stay-at-home beneficiaries versus the rest of the economy. Investors focused their attention on solvency risk and financial leverage, as many companies saw record declines in revenue. Economic data from April and May illustrated the severe impact of the pandemic, with many indicators plummeting to their lowest levels on record. Tensions between the U.S. and China reignited in May; China was widely criticized for its plans to impose a national security law on Hong Kong and was blamed for mishandling the COVID-19 outbreak.

 

U.S. equities extended their extraordinary recovery rally during the third quarter, with markets supported by substantial monetary support from the Federal Reserve, a broadening U.S. economic recovery, better-than-expected corporate earnings, and promising trials for COVID-19 vaccines. The U.S. economy gradually recovered during the quarter. However, the path to a sustainable economic recovery was clouded by concerns about a resurgence in COVID-19 infections in many areas of the country, an undetermined timeline for vaccines, high unemployment, elevated debt burdens, and uncertainty about additional fiscal stimulus.

 

In September, the S&P 500 Index declined for the first time in five months. Shares of large-cap technology companies, which had been key drivers of the market’s powerful rally from its March lows, fell sharply early in the month amid concerns about crowded positioning and stretched valuations.

 

During the 12-month period, our portion of the fund benefited from strong security selection in the financial, real estate, energy, and communication services sectors. This was partially offset by selection within utilities, information technology, and materials.

 

At the individual stock level, a lack of benchmark constituent Wells Fargo contributed most to relative performance as the stock fell more than 51% over the period. Our decision to eliminate our position in Exxon Mobil and our out-of-benchmark position in Crown Castle also contributed. The largest relative detractors were our out-of-benchmark position in Suncor Energy, and not holding benchmark constituents QUALCOMM and Amgen. Shares of Suncor fell 60%, while QUALCOMM and Amgen delivered strong performance.

 

At the end of the period, our portion of the fund was most overweight industrials, health care, and real estate. We notably increased our active weight in consumer

 

3

 

 

discretionary, going from the largest underweight position at the beginning of the period to a slight overweight by the end. This was in large part the result of our increased exposure to consumer-packaged goods companies such as Kellogg, Mondelez, and Coca-Cola.

 

As always, we remain focused on finding investment opportunities in quality dividend-paying companies with attractive total-return potential at discounted valuations.

 

 

Vanguard Quantitative Equity Group

 

Portfolio Managers:

 

James P. Stetler

 

Binbin Guo, Principal, Head of Alpha Equity Investments

 

Investment environment

After a sharp, pandemic-related decline earlier in 2020, global stocks began a rebound in March that continued into the third quarter. Massive fiscal and monetary support from governments and central banks, signs of economic healing, and reported progress toward a COVID-19 vaccine all buoyed the markets. Investor sentiment soured and volatility returned in September, though, amid stretched valuations in the technology sector, a resurgence in coronavirus infections in some regions, and dimmer chances of a new government aid package in the United States.

 

In the United States, where the fund concentrates its holdings, large-capitalization stocks outpaced mid- and small-caps, and growth stocks again returned more than value stocks.

 

In the global bond market, the pandemic led to a wave of issuance, which drove up supply, but demand held up fairly well. Yields ended the quarter little changed.

 

Investment objective and strategy

Our approach to investing focuses on fundamentals. We use a strict quantitative approach to evaluate a stock’s attractiveness based on five characteristics: high quality— healthy balance sheets and steady cash-flow generation; management decisions—sound investment policies that favor internal over external funding; consistent earnings growth—the ability to grow earnings year after year; strong market sentiment— market confirmation of our view; and reasonable valuation—we strive to avoid overpriced stocks.

 

Using these five themes, we generate a daily composite stock ranking as we seek to capitalize on market inefficiencies. We then monitor our portfolio based on those rankings and adjust when appropriate to maximize expected returns while minimizing exposure to risks that our research indicates don’t improve returns (such as industry selection and other risks relative to our benchmark).

 

4

 

 

Our successes and shortfalls

Five of the 11 industry sectors in the portfolio added to relative performance. Information technology, energy, and financials were the top contributors. Consumer discretionary, industrials, and utilities were the biggest detractors.

 

At the individual holding level, the portfolio benefited from underweights to energy stocks Occidental Petroleum and Exxon Mobil as well as financials company American International Group. Overweighting PACCAR and Cummins in industrials also helped results. The greatest shortfalls came from our overweight positions in consumer-oriented companies Coty and Carnival. Our underweights to Amgen in health care, BlackRock in financials, and Broadcom in information technology also detracted.

 

Although we recognize that risk can reward or punish us over the near term, we believe that constructing a portfolio that emphasizes our key fundamentals through different market environments will benefit investors over the long term.

 

We thank you for your investment and look forward to the coming fiscal year.

 

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 September 30, 2020

 

  Beginning Ending Expenses
  Account Value Account Value Paid During
Equity Income Fund 3/31/2020 9/30/2020 Period
Based on Actual Fund Return      
Investor Shares $1,000.00 $1,183.92 $1.53
Admiral™ Shares 1,000.00 1,184.69 1.04
Based on Hypothetical 5% Yearly Return      
Investor Shares $1,000.00 $1,023.60 $1.42
Admiral Shares 1,000.00 1,024.05 0.96

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 0.28% for Investor Shares and 0.19% for Admiral Shares. The dollar amounts shown as “Expenses Paid” are equal to the annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent six-month period, then divided by the number of days in the most recent 12-month period (183/366).

 

7

 

 

Equity Income 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: September 30, 2010, Through September 30, 2020

Initial Investment of $10,000

 

 

    Average Annual Total Returns  
    Periods Ended September 30, 2020  
          Final Value
    One Five Ten of a $10,000
    Year Years Years Investment
Equity Income Fund Investor Shares -2.87% 9.35% 11.29% $29,148
FTSE High Dividend Yield Index -5.52 8.74 11.08 28,593

Dow Jones U.S. Total Stock Market

Float Adjusted Index

14.77

13.60

13.43

35,263

 

  One Five Ten

Final Value

of a $50,000

  Year Years Years Investment
Equity Income Fund Admiral Shares -2.77% 9.45% 11.39% $147,057
FTSE High Dividend Yield Index -5.52 8.74 11.08 142,966
Dow Jones U.S. Total Stock Market Float Adjusted Index 14.77 13.60 13.43 176,315

 

 

 

 

 

See Financial Highlights for dividend and capital gains information.

 

8

 

 

Equity Income Fund

 

 

Fund Allocation

As of September 30, 2020

 

Communication Services 6.3%
Consumer Discretionary 4.8
Consumer Staples 14.6
Energy 4.0
Financials 17.3
Health Care 18.0
Industrials 11.2
Information Technology 11.3
Materials 3.0
Real Estate 1.3
Utilities 8.2

 

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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The 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

 

 

Equity Income Fund

 

 

Financial Statements

 

Schedule of Investments 

As of September 30, 2020

 

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.

 

        Market  
        Value  
    Shares   ($000)  
Common Stocks (98.6%)        
Communication Services (6.2%)        
  Verizon Communications Inc. 15,834,300   941,983  
  Comcast Corp. Class A 19,937,913   922,328  
  AT&T Inc. 6,631,862   189,074  
  CenturyLink Inc. 7,462,633   75,298  
  Omnicom Group Inc. 1,072,297   53,079  
  Interpublic Group of Cos. Inc. 1,128,616   18,814  
        2,200,576  
           
Consumer Discretionary (4.7%)        
  McDonald’s Corp. 2,416,832   530,471  
  VF Corp. 3,546,965   249,174  
  Lowe’s Cos. Inc. 1,501,325   249,010  
  Home Depot Inc. 607,019   168,575  
  Target Corp. 614,764   96,776  
  Whirlpool Corp. 496,894   91,374  
  Best Buy Co. Inc. 803,084   89,375  
  Cie Generale des Etablissements Michelin SCA 807,327   86,665  
  H&R Block Inc. 2,374,766   38,685  
  Newell Brands Inc. 1,726,968   29,635  
  Hanesbrands Inc. 1,188,740   18,723  
  Big Lots Inc. 149,421   6,664  
        1,655,127  
Consumer Staples (14.4%)        
  Procter & Gamble Co. 8,231,812   1,144,140  
  Coca-Cola Co. 12,110,015   597,871  
  Philip Morris International Inc. 7,740,390   580,452  
  PepsiCo Inc. 3,754,527   520,377  
  Mondelez International Inc. Class A 7,535,288   432,902  
  Archer-Daniels-Midland Co. 6,698,418   311,409  
  Walmart Inc. 2,170,107   303,620  
  Kellogg Co. 4,153,345   268,265  
  Unilever NV 4,047,378   244,462  
  Altria Group Inc. 3,786,496   146,310  
  General Mills Inc. 1,694,608   104,523  
  Kimberly-Clark Corp. 693,596   102,416  
  Campbell Soup Co. 1,561,914   75,550  
  Conagra Brands Inc. 1,784,587   63,728  
  Clorox Co. 281,575   59,179  
  Kraft Heinz Co. 1,971,408   59,044  
  Coca-Cola European Partners plc 795,250   30,864  
  Bunge Ltd. 437,446   19,991  
  J M Smucker Co. 157,638   18,210  
  Colgate-Palmolive Co. 95,528   7,370  
        5,090,683  
Energy (3.9%)        
  Phillips 66 4,657,694   241,455  
^ TC Energy Corp. 5,735,596   240,787  
  Chevron Corp. 3,273,545   235,695  
  ConocoPhillips 6,032,215   198,098  
  Kinder Morgan Inc. 12,951,544   159,692  
  Exxon Mobil Corp. 3,628,505   124,567  
  Williams Cos. Inc. 3,277,895   64,411  
  Schlumberger Ltd. 2,246,656   34,958  
  Halliburton Co. 2,531,793   30,508  
  Valero Energy Corp. 516,814   22,388  
  Murphy Oil Corp. 2,015,023   17,974  
  Devon Energy Corp. 1,429,565   13,524  
        1,384,057  
Financials (17.0%)        
  JPMorgan Chase & Co. 11,376,319   1,095,198  
  Progressive Corp. 6,851,724   648,653  
  Bank of America Corp. 25,989,866   626,096  
  BlackRock Inc. 846,604   477,104  
  MetLife Inc. 12,128,708   450,824  
  Chubb Ltd. 3,199,081   371,477  
  Truist Financial Corp. 7,417,442   282,234  
  PNC Financial Services Group Inc. 2,263,207   248,749  
  Blackstone Group LP Class A 4,136,787   215,940  
  Citigroup Inc. 3,947,471   170,175  
  Morgan Stanley 3,396,780   164,234  

 

10

 

 

Equity Income Fund        
        Market  
        Value  
    Shares   ($000)  
  Wells Fargo & Co. 6,504,580   152,923  
  Travelers Cos. Inc. 1,011,103   109,391  
  M&T Bank Corp. 877,056   80,768  
  Fifth Third Bancorp 3,474,653   74,080  
  Regions Financial Corp. 5,966,705   68,796  
  Citizens Financial Group Inc. 2,544,468   64,324  
  Equitable Holdings Inc. 3,396,808   61,958  
  Aflac Inc. 1,679,423   61,047  
  US Bancorp 1,640,830   58,824  
  First American Financial Corp. 1,075,109   54,734  
  LPL Financial Holdings Inc. 696,577   53,407  
  Prudential Financial Inc. 774,376   49,188  
  Unum Group 2,867,646   48,263  
  Virtu Financial Inc. Class A 1,736,366   39,954  
  CME Group Inc. 225,077   37,658  
  Synchrony Financial 1,385,999   36,272  
  KeyCorp 2,290,482   27,325  
  Huntington Bancshares Inc. 2,647,008   24,273  
  Jefferies Financial Group Inc. 1,340,409   24,127  
  T. Rowe Price Group Inc. 186,253   23,881  
  Cullen/Frost Bankers Inc. 319,063   20,404  
  Bank of New York Mellon Corp. 573,569   19,696  
  PacWest Bancorp 900,114   15,374  
  Cincinnati Financial Corp.    153,117   11,939  
  First Horizon National Corp. 1,217,548   11,481  
  MGIC Investment Corp. 1,048,139   9,287  
  Prosperity Bancshares Inc. 146,367   7,586  
  Comerica Inc. 157,980   6,043  
  People’s United Financial Inc. 481,799   4,967  
        6,008,654  
Health Care (17.8%)        
  Johnson & Johnson 10,856,638   1,616,336  
  Pfizer Inc. 25,106,895   921,423  
  Merck & Co. Inc. 8,831,756   732,594  
  Medtronic plc 4,853,498   504,376  
  UnitedHealth Group Inc. 1,500,328   467,757  
  Eli Lilly and Co. 2,969,820   439,593  
  AstraZeneca plc ADR 4,876,546   267,235  
  CVS Health Corp. 4,516,661   263,773  
  Roche Holding AG 728,283   249,466  
  Novartis AG 2,581,231   224,114  
  AbbVie Inc. 2,100,210   183,957  
  Amgen Inc. 443,366   112,686  
  Gilead Sciences Inc. 1,670,858   105,582  
  Bristol-Myers Squibb Co. 1,730,909   104,356  
  Cardinal Health Inc. 1,532,679   71,959  
        6,265,207  
Industrials (11.0%)        
  Lockheed Martin Corp. 1,330,377   509,907  
  Deere & Co. 2,007,902   445,011  
  Union Pacific Corp. 2,094,465   412,337  
  Eaton Corp. plc 3,404,124   347,323  
  General Dynamics Corp. 2,104,096   291,270  
  Caterpillar Inc. 1,935,479   288,677  
  Raytheon Technologies Corp. 4,480,977   257,835  
  Honeywell International Inc. 1,561,551   257,047  
  Trane Technologies plc 2,003,528   242,928  
  United Parcel Service Inc. Class B 682,218   113,678  
  Johnson Controls International plc 2,569,687   104,972  
  Cummins Inc. 485,949   102,613  
  Illinois Tool Works Inc. 521,605   100,779  
  Fastenal Co. 2,035,745   91,792  
  CH Robinson Worldwide Inc. 771,067   78,795  
  3M Co. 460,964   73,837  
  Nielsen Holdings plc 3,485,570   49,425  
  Watsco Inc. 194,164   45,219  
  MSC Industrial Direct Co. Inc. Class A 462,998   29,299  
  General Electric Co. 4,314,703   26,881  
  GATX Corp. 282,574   18,014  
  Hubbell Inc. Class B 70,468   9,643  
        3,897,282  
Information Technology (11.2%)        
  Cisco Systems Inc. 20,824,124   820,262  
  Intel Corp. 13,710,405   709,925  
  Corning Inc. 12,061,227   390,904  
  TE Connectivity Ltd. 3,355,385   327,955  
  Automatic Data Processing Inc. 1,969,143   274,676  
  KLA Corp. 1,277,138   247,433  
  QUALCOMM Inc. 1,957,575   230,367  
  Texas Instruments Inc. 1,593,578   227,547  
  Analog Devices Inc. 1,753,438   204,696  
  International Business Machines Corp. 1,432,307   174,269  
  HP Inc. 5,332,849   101,271  
  Broadcom Inc. 277,397   101,061  
  Seagate Technology plc 1,654,044   81,495  
  Western Union Co. 1,954,396   41,883  
        3,933,744  

 

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Equity Income Fund        
        Market  
        Value  
    Shares   ($000)  
Materials (3.0%)        
  Celanese Corp. Class A 2,447,444   262,978  
  PPG Industries Inc. 2,149,027   262,353  
  Linde plc 415,731   98,998  
  International Paper Co. 2,073,500   84,060  
  Corteva Inc. 2,579,729   74,322  
  Dow Inc. 908,779   42,758  
  Reliance Steel & Aluminum Co. 400,422   40,859  
  Air Products & Chemicals Inc. 121,472   36,182  
  DuPont de Nemours Inc. 538,525   29,877  
  Huntsman Corp. 1,320,123   29,320  
  Scotts Miracle-Gro Co. 187,447   28,662  
  CF Industries Holdings Inc. 812,959   24,966  
  Greif Inc. Class A 460,187   16,663  
  Packaging Corp. of America 127,529   13,907  
  Westrock Co. 315,388   10,957  
        1,056,862  
Real Estate (1.3%)        
  Crown Castle International Corp. 2,679,713   446,172  
           
Utilities (8.1%)        
  Dominion Energy Inc. 5,711,319   450,794  
  Sempra Energy 3,535,364   418,446  
  Exelon Corp. 9,870,535   352,970  
  Duke Energy Corp. 3,432,119   303,949  
  American Electric Power Co. Inc. 3,069,473   250,868  
  Eversource Energy 1,741,950   145,540  
  Southern Co. 2,475,635   134,229  
  NextEra Energy Inc. 429,303   119,157  
  FirstEnergy Corp. 3,882,766   111,474  
  AES Corp. 5,123,707   92,790  
  UGI Corp. 2,614,026   86,211  
  Entergy Corp. 639,834   63,043  
  WEC Energy Group Inc. 622,378   60,308  
  PPL Corp. 2,174,718   59,174  
  PNM Resources Inc. 1,291,701   53,386  
  Evergy Inc. 917,504   46,628  
  Ameren Corp. 555,728   43,947  
  IDACORP Inc. 366,477   29,282  
  CenterPoint Energy Inc. 1,215,358   23,517  
  Public Service Enterprise Group Inc. 379,986   20,865  
  Pinnacle West Capital Corp. 84,392   6,291  
        2,872,869  
Total Common Stocks
(Cost $28,974,746)
    34,811,233  

 

Temporary Cash Investments (2.2%)

 

       
Money Market Fund (1.6%)        
1,2 Vanguard Market Liquidity Fund, 0.117% 5,743,647    574,365  
           
  Face      
  Amount      
     ($000)      
Repurchase Agreements (0.5%)        
  Goldman Sachs & Co. 0.07%, 10/1/20 (Dated 9/30/20, Repurchased Value $41,200,000, collateralized by Federal Home Loan Mortgage Corp. 4.000%–6.000%, 3/1/34–3/1/50, Federal National Mortgage Assn. 2.500%–5.500%, 1/1/23–1/1/49, and Government National Mortgage Assn. 4.500%, 8/20/49, with a value of $42,024,000) 41,200   41,200  
  Nomura International plc 0.06%, 10/1/20 (Dated 9/30/20, Repurchased Value $39,200,000, collateralized by U.S. Treasury Note 1.750%–2.875%, 11/15/20–10/31/23, with a value of $39,984,000) 39,200   39,200  
  RBS Securities, Inc. 0.06%, 10/1/20 (Dated 9/30/20, Repurchased Value $35,300,000, collateralized by U.S. Treasury Note, 0.125%, 7/15/22, with a value of $36,006,000) 35,300   35,300  

 

 

12

 

  

Equity Income Fund        
    Face   Market  
    Amount   Value  
    ($000)   ($000)  
  Society Generale 0.06%, 10/1/20 (Dated 9/30/20, Repurchased Value $38,700,000, collateralized by U.S. Treasury Note/Bill/Bond 0.000%–7.500%, 10/15/20–5/31/25, Government National Mortgage Assn. 2.000%–3.250%, 12/20/26–9/20/50, Federal National Mortgage Assn. 2.500%–4.500%, 12/1/47–6/1/50, and Federal Home Loan Mortgage Corp. 3.698%–4.500%, 2/1/26–5/1/49, with a value of $39,474,000) 38,700   38,700  
        154,400  
U.S. Government and Agency Obligations (0.1%)        
3 United States Cash Management Bill, 0.146%, 12/15/20 4,200   4,199  
  United States Treasury Bill, 0.095%, 1/28/21 35,800   35,788  
        39,987  
Total Temporary Cash Investments
(Cost $768,523)
   768,752  
Total Investments (100.8%)
(Cost $29,743,269)
  35,579,985  
Other Assets and Liabilities—Net (-0.8%)     (281,743)  
Net Assets (100%)      35,298,242  

 

Cost is in $000. 

See Note A in Notes to Financial Statements.
^ Includes partial security positions on loan to broker-dealers.
  The total value of securities on loan is $125,943,000.
1 Affiliated money market fund available only to Vanguard funds and certain trusts and accounts managed by Vanguard. Rate shown is the 7-day yield.
2 Collateral of $138,000,000 was received for securities on loan.
3 Securities with a value of $4,199,000 have been segregated as initial margin for open futures contracts.

ADR—American Depositary Receipt.

 

     
Derivative Financial Instruments Outstanding as of Period End    
Futures Contracts        
        ($000)
          Value and
    Number of   Unrealized
    Long (Short) Notional Appreciation
  Expiration Contracts Amount (Depreciation)
Long Futures Contracts        
E-mini S&P 500 Index December 2020 2,511 420,844 3,459

 

See accompanying Notes, which are an integral part of the Financial Statements.

 

13

 

 

Equity Income Fund

 

 

Statement of Assets and Liabilities

As of September 30, 2020

 

($000s, except shares and per-share amounts) Amount
Assets  
Investments in Securities, at Value  
Unaffiliated Issuers (Cost $29,169,134) 35,005,620
Affiliated Issuers (Cost $574,135) 574,365
Total Investments in Securities 35,579,985
Investment in Vanguard 1,479
Cash Collateral Pledged—Futures Contracts 31,534
Receivables for Investment Securities Sold 25,471
Receivables for Accrued Income 65,338
Receivables for Capital Shares Issued 34,701
Variation Margin Receivable—Futures Contracts 2,758
Total Assets 35,741,266
Liabilities  
Due to Custodian 30,606
Payables for Investment Securities Purchased 162,080
Collateral for Securities on Loan 138,000
Payables to Investment Advisor 7,926
Payables for Capital Shares Redeemed 102,507
Payables to Vanguard 1,905
Total Liabilities 443,024
Net Assets 35,298,242

 

At September 30, 2020, net assets consisted of:  

 

Paid-in Capital 29,512,734
Total Distributable Earnings (Loss) 5,785,508
Net Assets 35,298,242

 

Investor Shares—Net Assets  
Applicable to 132,792,251 outstanding $.001 par value shares of beneficial interest (unlimited authorization) 4,482,086
Net Asset Value Per Share—Investor Shares $33.75

 

Admiral Shares—Net Assets  
Applicable to 435,683,297 outstanding $.001 par value shares of beneficial interest (unlimited authorization) 30,816,156
Net Asset Value Per Share—Admiral Shares $70.73

 

See accompanying Notes, which are an integral part of the Financial Statements.

 

14

 

 

Equity Income Fund

 

 

Statement of Operations

 

 

  Year Ended
  September 30, 2020
  ($000)
Investment Income  
Income  
Dividends1 1,118,653
Interest2 9,054
Securities Lending—Net 423
Total Income 1,128,130
Expenses  
Investment Advisory Fees—Note B  
Basic Fee 28,974
Performance Adjustment 4,658
The Vanguard Group—Note C  
Management and Administrative—Investor Shares 8,502
Management and Administrative—Admiral Shares 25,934
Marketing and Distribution—Investor Shares 565
Marketing and Distribution—Admiral Shares 2,096
Custodian Fees 206
Auditing Fees 24
Shareholders’ Reports—Investor Shares 116
Shareholders’ Reports—Admiral Shares 346
Trustees’ Fees and Expenses 50
Total Expenses 71,471
Net Investment Income 1,056,659
Realized Net Gain (Loss)  
Investment Securities Sold2 (60,132)
Futures Contracts 69,768
Foreign Currencies 206
Realized Net Gain (Loss) 9,842
Change in Unrealized Appreciation (Depreciation)  
Investment Securities2 (2,288,745)
Futures Contracts 10,105
Foreign Currencies 912
Change in Unrealized Appreciation (Depreciation) (2,277,728)
Net Increase (Decrease) in Net Assets Resulting from Operations (1,211,227)

 

1 Dividends are net of foreign withholding taxes of $8,231,000.

 

2 Interest income, realized net gain (loss), and change in unrealized appreciation (depreciation) from an affiliated company of the fund were $6,622,000, $476,000, and $158,000, respectively. Purchases and sales are for temporary cash investment purposes.

 

See accompanying Notes, which are an integral part of the Financial Statements.

 

15

 

Equity Income Fund

 

 

Statement of Changes in Net Assets

 

 

  Year Ended September 30,
  2020 2019
  ($000) ($000)
Increase (Decrease) in Net Assets    
Operations    
Net Investment Income 1,056,659 983,212
Realized Net Gain (Loss) 9,842 617,690
Change in Unrealized Appreciation (Depreciation) (2,277,728) 605,893
Net Increase (Decrease) in Net Assets Resulting from Operations (1,211,227) 2,206,795
Distributions1    
Investor Shares (244,854) (512,409)
Admiral Shares (1,510,435) (2,628,434)
Total Distributions (1,755,289) (3,140,843)
Capital Share Transactions    
Investor Shares (565,450) (80,311)
Admiral Shares 2,380,683 4,088,282
Net Increase (Decrease) from Capital Share Transactions 1,815,233 4,007,971
Total Increase (Decrease) (1,151,283) 3,073,923
Net Assets    
Beginning of Period 36,449,525 33,375,602
End of Period 35,298,242 36,449,525

 

1 Certain prior-period numbers have been reclassified to conform with the current-period presentation.

 

See accompanying Notes, which are an integral part of the Financial Statements.

 

16

 

 

Equity Income Fund

 

 

Financial Highlights

 

 

Investor Shares

 

For a Share Outstanding     Year Ended September 30,
Throughout Each Period 2020 2019 2018 2017 2016
Net Asset Value, Beginning of Period $36.51 $37.98 $35.64 $31.69 $28.78
Investment Operations          
Net Investment Income 1.0001 1.0021 .9651 .9081 .909
Net Realized and Unrealized Gain (Loss) on Investments (2.067) .972 2.764 4.292 3.912
Total from Investment Operations (1.067) 1.974 3.729 5.200 4.821
Distributions          
Dividends from Net Investment Income (1.034) (.997) (.943) (.912) (.895)
Distributions from Realized Capital Gains (.659) (2.447) (.446) (.338) (1.016)
Total Distributions (1.693) (3.444) (1.389) (1.250) (1.911)
Net Asset Value, End of Period $33.75 $36.51 $37.98 $35.64 $31.69
           
Total Return2 -2.87% 6.43% 10.58% 16.68% 17.21%
           
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $4,482 $5,478 $5,751 $6,002 $5,487
Ratio of Total Expenses to Average Net Assets3 0.28% 0.27% 0.27% 0.26% 0.26%
Ratio of Net Investment Income to Average Net Assets 2.89% 2.84% 2.60% 2.70% 3.00%
Portfolio Turnover Rate 35% 32% 37% 28% 26%

 

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%, 0.01%, (0.00%), (0.01%), and (0.01%).

 

See accompanying Notes, which are an integral part of the Financial Statements.

 

17

 

 

Equity Income Fund

 

 

Financial Highlights

 

 

Admiral Shares

 

For a Share Outstanding     Year Ended September 30,
Throughout Each Period 2020 2019 2018 2017 2016
Net Asset Value, Beginning of Period $76.52 $79.61 $74.69 $66.43 $60.31
Investment Operations          
Net Investment Income 2.1591 2.1671 2.0991 1.9681 1.963
Net Realized and Unrealized Gain (Loss) on Investments (4.331) 2.028 5.806 8.977 8.219
Total from Investment Operations (2.172) 4.195 7.905 10.945 10.182
Distributions          
Dividends from Net Investment Income (2.236) (2.156) (2.048) (1.977) (1.932)
Distributions from Realized Capital Gains (1.382) (5.129) (.937) (.708) (2.130)
Total Distributions (3.618) (7.285) (2.985) (2.685) (4.062)
Net Asset Value, End of Period $70.73 $76.52 $79.61 $74.69 $66.43
           
Total Return2 -2.77% 6.51% 10.70% 16.75% 17.35%
           
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $30,816 $30,972 $27,625 $23,373 $18,115
Ratio of Total Expenses to Average Net Assets3 0.19% 0.18% 0.18% 0.17% 0.17%
Ratio of Net Investment Income to Average Net Assets 2.98% 2.93% 2.69% 2.79% 3.09%
Portfolio Turnover Rate 35% 32% 37% 28% 26%

 

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%, 0.01%, (0.00%), (0.01%), and (0.01%).

 

See accompanying Notes, which are an integral part of the Financial Statements.

 

18

 

 

Equity Income Fund

 

 

Notes to Financial Statements

 

 

Vanguard Equity Income Fund is registered under the Investment Company Act of 1940 as an open-end investment company, or mutual fund. The fund offers two classes of shares: Investor Shares, and Admiral Shares. Each of the share classes has different eligibility and minimum purchase requirements, and is designed for different types of investors.

 

Market disruptions associated with the COVID-19 pandemic have had a global impact, and uncertainty exists as to the long-term implications. Such disruptions can adversely affect assets of the fund and thus 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 at their fair values calculated according to procedures adopted 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. 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

 

19

 

 

Equity Income 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 September 30, 2020, the fund’s average investments in long and short futures contracts represented 2% and 0% of net assets, respectively, based on the average of the notional amounts at each quarter-end during the period.

 

4. Repurchase Agreements: The fund enters into repurchase agreements with institutional counterparties. Securities pledged as collateral to the fund under repurchase agreements are held by a custodian bank until the agreements mature, and in the absence of a default, such collateral cannot be repledged, resold, or rehypothecated. Each agreement requires that the market value of the collateral be sufficient to cover payments of interest and principal. The fund further mitigates its counterparty risk by entering into repurchase agreements only with a diverse group of prequalified counterparties, monitoring their financial strength, and entering into master repurchase agreements with its counterparties. The master repurchase agreements provide that, in the event of a counterparty’s default (including bankruptcy), the fund may terminate any repurchase agreements with that counterparty, determine the net amount owed, and sell or retain the collateral up to the net amount owed to the fund. Such action may be subject to legal proceedings, which may delay or limit the disposition of collateral.

 

5. Federal Income Taxes: The fund intends to continue to qualify as a regulated investment company and distribute all of its taxable income. The fund’s tax returns are open to examination by the relevant tax authorities until expiration of the applicable statute of limitations, which is generally three years after the filing of the tax return. Management has analyzed the fund’s tax positions taken for all open federal and state income tax years, and has concluded that no provision for income tax is required in the fund’s financial statements.

 

6. Distributions: Distributions to shareholders are recorded on the ex-dividend date. Distributions are determined on a tax basis at the fiscal year-end and may differ from net investment income and realized capital gains for financial reporting purposes.

 

7. Securities Lending: To earn additional income, the fund lends its securities to qualified institutional borrowers. Security loans are subject to termination by the fund at any time, and are required to be secured at all times by collateral in an amount at least equal to the market value of securities loaned. Daily market fluctuations could cause the value of loaned securities to be more or less than the value of the collateral received. When this occurs, the collateral is adjusted and settled before the opening of the market on the next business day. The fund further mitigates its counterparty risk by entering into securities lending transactions only with a diverse group of prequalified counterparties, monitoring their financial strength, and entering into master securities lending agreements with its counterparties. The master securities lending agreements provide that, in the event of a counterparty’s default (including bankruptcy), the fund may terminate any loans with that borrower, determine the net amount owed, and sell or retain the collateral up to the net amount owed to the fund; however, such actions may be subject to legal proceedings. While

 

20

 

 

Equity Income Fund

 

 

 

 

 

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.

 

8. Credit Facilities and Interfund Lending Program: The fund and certain other funds managed by The Vanguard Group (“Vanguard”) participate in a $4.3 billion committed credit facility provided by a syndicate of lenders pursuant to a credit agreement and an uncommitted credit facility provided by Vanguard. Both facilities may be renewed annually. Each fund is individually liable for its borrowings, if any, under the credit facilities. Borrowings may be utilized for temporary or emergency purposes, 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; these fees 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 a rate based upon the higher of the one-month London Interbank Offered Rate (or an acceptable alternate rate, if necessary), federal funds effective rate, or overnight bank funding rate plus an agreed-upon spread, except that borrowings under the uncommitted credit facility may bear interest based upon an alternative 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 September 30, 2020, the fund did not utilize the credit facilities or the Interfund Lending Program.

 

9. Other: Dividend income is recorded on the ex-dividend date. 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.

 

21

 

 

Equity Income Fund

 

 

 

 

 

Withholding 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. 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. Such tax reclaims received during the year, if any, are included in dividend income. No other amounts for additional tax reclaims are reflected in the financial statements due to the uncertainty as to the ultimate resolution of proceedings, the likelihood of receipt of these reclaims, and the potential timing of payment.

 

Each class of shares has equal rights as to assets and earnings, except that each class separately bears certain class-specific expenses related to maintenance of shareholder accounts (included in Management and Administrative expenses) and shareholder reporting. Marketing and distribution expenses are allocated to each class of shares based on a method approved by the board of trustees. Income, other non-class-specific expenses, and gains and losses on investments are allocated to each class of shares based on its relative net assets.

 

B. Wellington Manager Company LLP provides investment advisory services to a portion of the fund for a fee calculated at an annual percentage rate of average net assets managed by the advisor. The basic fee is subject to quarterly adjustments based on performance relative to the FTSE High Dividend Yield Index for the preceding three years.

 

Vanguard provides investment advisory services to a portion of the fund as described below; the fund paid Vanguard advisory fees of $2,189,000 for the year ended September 30, 2020.

 

For the year ended September 30, 2020, the aggregate investment advisory fee paid to all advisors represented an effective annual basic rate of 0.08% of the fund’s average net assets, before an increase of $4,658,000 (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 investment advisory, corporate management, administrative, marketing, and distribution services at Vanguard’s cost of operations (as defined by the FSA). These costs of operations are allocated to the fund based on methods and guidelines approved by the board of trustees and are generally settled twice a month.

 

Upon the request of Vanguard, the fund may invest up to 0.40% of its net assets as capital in Vanguard. At September 30, 2020, the fund had contributed to Vanguard capital in the amount of $1,479,000, representing less than 0.01% of the fund’s net assets and 0.59% of Vanguard’s capital received pursuant to the FSA. The fund’s trustees and officers are also directors and employees, respectively, of Vanguard.

 

D. 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.

 

22

 

 

Equity Income Fund

 

 

 

 

 

The following table summarizes the market value of the fund’s investments and derivatives as of September 30, 2020, based on the inputs used to value them:

 

  Level 1 Level 2 Level 3 Total
  ($000) ($000) ($000) ($000)
Investments        
Assets        
Common Stocks 34,250,988 560,245 34,811,233
Temporary Cash Investments 574,365 194,387 768,752
Total 34,825,353 754,632 35,579,985
Derivative Financial Instruments        
Assets        
Futures Contracts1 2,758 2,758

 

1 Represents variation margin on the last day of the reporting period.

 

E. 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 foreign currency transactions were reclassified between the individual components of total distributable earnings (loss).

 

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; the recognition of unrealized gains or losses from certain derivative contracts; the inclusion of payables for distributions; and the deferral of qualified late-year losses. 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 15,219
Undistributed Long-Term Gains
Capital Loss Carryforwards
Qualified Late-Year Losses (60,837)
Net Unrealized Gains (Losses) 5,831,126

 

23

 

 

Equity Income Fund

 

 

 

 

 

The tax character of distributions paid was as follows:

 

  Year Ended September 30,
    2020 2019
    Amount Amount
  ($000) ($000)
Ordinary Income* 1,097,069 973,278
Long-Term Capital Gains 658,220 2,167,565
Total 1,755,289 3,140,843

 

* Includes short-term capital gains, if any.

 

As of September 30, 2020, 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 29,749,687
Gross Unrealized Appreciation 7,962,685
Gross Unrealized Depreciation (2,132,387)
Net Unrealized Appreciation (Depreciation) 5,830,298

 

 

F. During the year ended September 30, 2020, the fund purchased $13,811,276,000 of investment securities and sold $12,149,373,000 of investment securities, other than temporary cash investments.

 

G. Capital share transactions for each class of shares were:

 

        Year Ended September 30,
    2020       2019
  Amount Shares     Amount Shares
  ($000) (000)   ($000) (000)
Investor Shares            
Issued 748,125 21,799   759,175 21,574
Issued in Lieu of Cash Distributions 224,894 6,622   470,885 14,402
Redeemed (1,538,469) (45,669)   (1,310,371) (37,346)
Net Increase (Decrease)—Investor Shares (565,450) (17,248)   (80,311) (1,370)
Admiral Shares            
Issued 7,839,439 109,634   6,255,827 85,222
Issued in Lieu of Cash Distributions 1,305,973 18,414   2,281,462 33,225
Redeemed (6,764,729) (97,111)   (4,449,007) (60,721)
Net Increase (Decrease)—Admiral Shares 2,380,683 30,937   4,088,282 57,726

 

 

H. Management has determined that no events or transactions occurred subsequent to September 30, 2020, that would require recognition or disclosure in these financial statements.

 

24

 

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees of Vanguard Fenway Funds and Shareholders of Vanguard Equity Income Fund

 

Opinion on the Financial Statements

 

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Vanguard Equity Income Fund (one of the funds constituting Vanguard Fenway Funds, referred to hereafter as the “Fund”) as of September 30, 2020, the related statement of operations for the year ended September 30, 2020, the statement of changes in net assets for each of the two years in the period ended September 30, 2020, including the related notes, and the financial highlights for each of the five years in the period ended September 30, 2020 (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 September 30, 2020, 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 September 30, 2020 and the financial highlights for each of the five years in the period ended September 30, 2020 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 September 30, 2020 by correspondence with the custodian and brokers and by agreement to the underlying ownership records of the transfer agent; 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
November 17, 2020

 

We have served as the auditor of one or more investment companies in The Vanguard Group of Funds since 1975.

 

25

 

 

 

Special 2020 tax information (unaudited) for Vanguard Equity Income Fund

 

This information for the fiscal year ended September 30, 2020, is included pursuant to provisions of the Internal Revenue Code.

 

The fund distributed $658,220,000 as capital gain dividends (20% rate gain distributions) to shareholders during the fiscal year.

 

For nonresident alien shareholders, 100% of short-term capital gain dividends distributed by the fund are qualified short-term capital gains.

 

The fund distributed $1,097,058,000 of qualified dividend income to shareholders during the fiscal year.

 

For corporate shareholders, 95.8% of investment income (dividend income plus short-term gains, if any) qualifies for the dividends-received deduction.

 

26

 

 

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 213 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. Chairman of the board (2011–2017) and trustee (2009–2017) of the Children’s Hospital of Philadelphia; and trustee (2018–present) and vice chair (2019–present) of The Shipley School.

 

Independent Trustees

 

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. Director of SPX FLOW, Inc. (multi-industry manufacturing). Director of the University of Rochester Medical Center, the Monroe Community College Foundation, the United Way of Rochester, North Carolina A&T University, and Roberts Wesleyan College. Trustee of the University of Rochester.

 

Amy Gutmann

 

Born in 1949. Trustee since June 2006. Principal occupation(s) during the past five years and other experience: president (2004–present) of the University of Pennsylvania. Christopher H. Browne Distinguished Professor of Political Science, School of Arts and Sciences, and professor of communication, Annenberg School for Communication, with secondary faculty appointments in the Department of Philosophy, School of Arts and Sciences, and at the Graduate School of Education, University of Pennsylvania.

 

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) and the Lumina Foundation. Director of the V Foundation. Member of the advisory

 

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.

 

 

 

council for the College of Arts and Letters and chair of the advisory board to the Kellogg Institute for International Studies, both at the University of Notre Dame.

 

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: chief investment officer (retired June 2020) and vice president (retired June 2020) of the University of Notre Dame. Assistant professor of finance at the Mendoza College of Business, University of Notre Dame, and member of the Notre Dame 403(b) Investment Committee (retired June 2020). Member of the board of Catholic Investment Services, Inc. (investment advisors) and the board of superintendence of the Institute for the Works of Religion.

 

Deanna Mulligan

 

Born in 1963. Trustee since January 2018. Principal occupation(s) during the past five years and other experience: board chair (2020–present), 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 the individual life and disability division of Guardian Life. Member of the board of the American Council of Life Insurers and the board of the Economic Club of New York. Trustee of the Partnership for New York City (business leadership), Chief Executives for Corporate Purpose, NewYork-Presbyterian Hospital, Catalyst, and the Bruce Museum (arts and science). Member of the Advisory Council for the Stanford Graduate School of Business.

 

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 of advisors and member of the investment committee of the Museum of Fine Arts Boston. 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. Member of the board of directors (2012–2014) of Neighborhood Reinvestment Corporation. Director (2017–present) of i(x) Investments, LLC; director (2017–present) of Reserve Trust. Rubenstein Fellow (2017–present) of Duke University; trustee (2017–present) of Amherst College, and trustee (2019–present) of the Folger Shakespeare Library.

 

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). Chairman of the board of trustees of Colby-Sawyer College. Member of the board of Hypertherm Inc. (industrial cutting systems, software, and consumables).

 

 

 

Executive Officers

 

John Bendl

 

Born in 1970. Principal occupation(s) during the past five years and other experience: principal of Vanguard. Chief financial officer (2019–present) of each of the investment companies served by Vanguard. Chief accounting officer, treasurer, and controller of Vanguard (2017–present). Partner (2003–2016) at KPMG (audit, tax, and advisory services).

 

Christine M. Buchanan

 

Born in 1970. Principal occupation(s) during the past five years and other experience: principal of Vanguard. Treasurer (2017–present) of each of the investment companies served by Vanguard. Partner (2005–2017) at KPMG (audit, tax, and advisory services).

 

David Cermak

 

Born in 1960. Principal occupation(s) during the past five years and other experience: principal of Vanguard. Finance director (2019–present) of each of the investment companies served by Vanguard. Managing director and head (2017–present) of Vanguard Investments Singapore. Managing director and head (2017–2019) of Vanguard Investments Hong Kong. Representative director and head (2014–2017) of Vanguard Investments Japan.

 

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. Deputy assistant to the President of the United States (2015).

 

Thomas J. Higgins

 

Born in 1957. Principal occupation(s) during the past five years and other experience: principal of Vanguard. Finance director (2019–present), chief financial officer (2008–2019), and treasurer (1998–2008) of each of the investment companies served by Vanguard.

 

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.

 

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

 

Joseph Brennan James M. Norris
Mortimer J. Buckley Thomas M. Rampulla
Gregory Davis Karin A. Risi
John James Anne E. Robinson
John T. Marcante Michael Rollings
Chris D. McIsaac Lauren Valente

 

 

 

 

Connect with Vanguard® > vanguard.com

 

 

 

Fund Information > 800-662-7447

 

Direct Investor Account Services > 800-662-2739

 

Institutional Investor Services > 800-523-1036

 

Text Telephone for People Who Are Deaf or Hard of Hearing > 800-749-7273 

 

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.

 

Source for Bloomberg Barclays indexes: Bloomberg Index Services Limited. Copyright 2020, Bloomberg. All rights reserved. 

 

CFA® is a registered trademark owned by CFA Institute.

 

 

 

 

  © 2020 The Vanguard Group, Inc.
  All rights reserved.
  Vanguard Marketing Corporation, Distributor.
   
  Q650 112020

 

 

 

 

     

 

 
 
 
 
Annual Report | September 30, 2020
 
 
Vanguard PRIMECAP Core Fund
 
 
 
 
 
 
 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
See the inside front cover for important information about access to your fund’s annual and semiannual shareholder reports.
 
 

 

 

 

 

Important information about access to shareholder reports

 

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of your fund’s annual and semiannual shareholder reports will no longer be sent to you by mail, unless you specifically request them. Instead, you will be notified by mail each time a report is posted on the website and will be provided with a link to access the report.

 

If you have already elected to receive shareholder reports electronically, you will not be affected by this change and do not need to take any action. You may elect to receive shareholder reports and other communications from the fund electronically by contacting your financial intermediary (such as a broker-dealer or bank) or, if you invest directly with the fund, by calling Vanguard at one of the phone numbers on the back cover of this report or by logging on to vanguard.com.

 

You may elect to receive paper copies of all future shareholder reports free of charge. If you invest through a financial intermediary, you can contact the intermediary to request that you continue to receive paper copies. If you invest directly with the fund, you can call Vanguard at one of the phone numbers on the back cover of this report or log on to vanguard.com. Your election to receive paper copies will apply to all the funds you hold through an intermediary or directly with Vanguard.

 

 

 

Contents
 
 
Your Fund’s Performance at a Glance 1
 
Advisor’s 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

 

·    Vanguard PRIMECAP Core Fund returned 7.02% for the 12 months ended September 30, 2020, underperforming its benchmark, the MSCI US Prime Market 750 Index.

 

·    Stock market indexes across the globe hit record highs in February, then fell sharply as COVID-19 spread beyond China, leading many countries to close nonessential businesses, impose lockdowns, and restrict travel. Massive fiscal and monetary support from governments and central banks, signs of economic healing, and reported progress toward a vaccine all buoyed the markets until September, when investor sentiment began to fade.

 

·    Growth stocks outperformed their value counterparts, and large-capitalization stocks outdistanced mid- and small-caps for the 12 months.

 

·    In the bond markets, volatility rose and liquidity fell in March as the pandemic spread. By the end of the period, however, yields were significantly lower and prices were higher.

 

·    Relative to the benchmark, stock selection in the information technology, consumer discretionary, and industrial sectors hurt results most. The advisor’s underweight allocation to the poorly performing energy sector helped relative results.

 

 

 

Market Barometer

  Average Annual Total Returns
  Periods Ended September 30, 2020
  One Year Three Years Five Years
Stocks      
Russell 1000 Index (Large-caps) 16.01% 12.38% 14.09%
Russell 2000 Index (Small-caps) 0.39 1.77 8.00
Russell 3000 Index (Broad U.S. market) 15.00 11.65 13.69
FTSE All-World ex US Index (International) 3.55 1.50 6.49
       
Bonds      
Bloomberg Barclays U.S. Aggregate Bond Index (Broad taxable market) 6.98% 5.24% 4.18%
Bloomberg Barclays Municipal Bond Index (Broad tax-exempt market) 4.09 4.28 3.84
FTSE Three-Month U.S. Treasury Bill Index 1.02 1.65 1.15
       
CPI      
Consumer Price Index 1.37% 1.79% 1.81%

 

1

 

 

Advisor’s Report

 

 

For the 12 months ended September 30, 2020, Vanguard PRIMECAP CORE Fund returned 7.02%, trailing the 16.60% total return of the fund’s benchmark, the MSCI US Prime Market 750 Index. The fund’s return also trailed the 15.15% return of the Standard & Poor’s 500 Index, which serves as a proxy for the broad market in the attribution discussion that follows. Relative to the S&P 500 Index, unfavorable stock selection more than offset favorable sector allocation during the period.

 

Investment environment

The fiscal year ended September 30, 2020, was one for the record books. What started uneventfully enough, back when yield curves and trade wars dominated investor concerns, morphed into a time of unprecedented tumult as COVID-19 wreaked global havoc. The U.S. economy endured a “Great Pause” in March and April when local restrictions, designed to mitigate the pandemic’s toll, severely constrained activity and output.

 

The subsequent economic collapse established several record-setting declines, among them the fastest bear market descent (the S&P 500 Index ultimately lost 34% of its value in just 22 trading sessions), the most job losses (more than 20 million, easily outpacing the Great Depression’s 12 million mark), and the steepest GDP drop on record (–31.4% in the second quarter). Similar scenes, differing only in timing and magnitude, unfolded around the world, fracturing the once-integrated global economy.

 

The U.S. government, in tandem with foreign authorities, unleashed a torrent of stimulus and support in response. This monetary-fiscal onslaught featured open-ended assurances from the Federal Reserve to maintain low interest rates and staggering amounts of deficit spending. But reopening the economy proved fraught with difficulty, and the initial recovery stalled somewhat at levels well below pre-pandemic highs.

 

Equity indexes bounced aggressively starting in late March, ahead of the economy’s turn. The S&P 500 Index surpassed its previous high in less than six months, a record-short bear market dip, and peaked in early September, up more than 60% from its late-March low. But this impressive performance masked substantial dispersion within, reflecting the pandemic’s uniquely disruptive influence. Many companies battled for survival, while some technology-oriented businesses, seemingly ready-made for stay-at-home isolation, thrived. For the full fiscal year, the information technology (+47%), consumer discretionary (+29%), and health care (+20%) sectors fared best, while energy (–45%) and financials (–12%) followed crude oil prices and interest rates sharply lower.

 

2

 

 

Outlook for U.S. equities

Our view on U.S. equities is decidedly mixed. The post-recession economy has been heavily reliant on artificial and unsustainable measures, including an astounding $2 trillion federal deficit in the second quarter alone and the promise of further stimulus ahead. And, as noted, the market’s apparent strength, unusually concentrated in larger technology stocks, belies a broader fundamental struggle on metaphorical Main Street, creating an unusually bifurcated stock landscape. That said, U.S. Treasury yields hovered at historically depressed levels (0.7% for the 10-year Treasury yield at the end of the fiscal year), providing some support for the S&P 500 Index’s elevated valuation (20.5 times price/earnings valuation on 2021 estimated earnings).

 

We do see more fundamental reasons for optimism in select cases. No therapy or drug has provided a silver bullet against COVID-19 yet, but we still anticipate medical solutions to materialize. Multiple vaccine candidates are on the cusp of clinical outcomes, as are several antibody therapies. Meanwhile, many stocks continue to languish, left behind in this protracted socially distanced existence. Our original expectation of a fairly prompt snapback was misplaced, but we still expect the eventual “new normal” to more closely resemble its 2019 antecedent than the current state of apprehension and isolation. This should benefit a wide swath of struggling companies. A more fulsome recovery may also spur inflation and interest rates upward, which could finally and forcefully shift sentiment from high-multiple growth stocks to inexpensive value stocks.

 

Portfolio update

The portfolio maintained large overweight positions in health care and industrial stocks; these sectors represented 42% of average assets, compared with their 23% combined weighting in the S&P 500 Index. The portfolio was equally weighted in information technology (25% of average assets, equivalent to the S&P 500 Index), a cutback from the fund’s historic overweight position and partially a function of fund underperformance. The portfolio was slightly overweighted in consumer discretionary (11% of average assets versus 10% for the S&P 500), modestly underweighted in financials (9% versus 11%), and underweighted in communication services (6% versus 11%). The fund maintained limited exposure to consumer staples, energy, materials, real estate, and utilities.

 

Sector allocation boosted relative results. The fund’s favorable sector exposures included its overweight position in health care and underweights in energy, financials, real estate (–7% index return each), utilities (–5%), and consumer staples (+3%). This collective tailwind more than offset the fund’s overweight in industrials (+1%).

 

3

 

 

Stock selection was broadly unfavorable, with particular weakness in information technology, industrials, consumer discretionary, and financials. In information technology, the fund outperformed the market (+22% sector return) but badly lagged the benchmark (+47%) on insufficient exposure to Apple (+109%). Apple alone contributed more than 300 basis points of underperformance.

 

Within industrials, the fund’s significant airlines ownership suffered as travel collapsed, with United (–61%), American (–54%), Delta (–46%), and Southwest (–30%) weighing heavily on results. Airbus (–44%) also felt the effect of a worldwide travel hiatus. FedEx (+76%), following a difficult stretch for the company, and Siemens (+35%) provided a partial offset. In consumer discretionary, limited exposure to Amazon (+81%) proved costly, as did overweights in cruise lines (Carnival –64%, Royal Caribbean –39%), which suffered as “ground zero” COVID-19 stocks. In financials, Wells Fargo (–51%) and Discover Financial Services (–27%) were the primary detractors.

 

As of September 30, 2020, the fund’s top 10 holdings represented 32% of assets.

 

Advisor perspectives

Perhaps the single most noteworthy feature of today’s equity market is an element of inequity: the sheer relative size of so-called Big Tech. Just four technology stocks— Apple, Microsoft, Amazon, and Google— make up more than 20 percent of the S&P 500 Index. Their combined capitalization (approximately $6 trillion) is roughly equivalent to the bottom 350 constituents of the index or to the Japan Exchange Group, the largest equity market outside the United States. The four stocks’ combined performance has strong-armed the S&P 500 Index to record highs; indeed, in a reflection of broader-based challenges, the S&P 500 Equal Weight Index has not yet approached its pre-COVID peak. History suggests that this concentrated technology frenzy warrants caution. In March 2000—a notoriously exuberant technology market—the four biggest stocks were “just” 16% of the market, and only three were technology stocks; with 2020’s hindsight, we know that story ended poorly for many.

 

But maybe this time is different, a prospect with which we wrestle daily; after all, Microsoft has defied doubters and maintained its lofty perch in the Big Four. In aggregate, valuations for these heavyweights are high but not irrationally so; their competitive moats seem to deepen with time, a function of their aggressive reinvestment strategy; and technology’s coronation feels less speculative and less premature this time around.

 

And yet the fund’s exposure to these four companies stood at just 8% at the end of the fiscal year, less than half that of

 

4

 

 

the index, with Microsoft and Google representing the bulk of our ownership. The fund’s underweight positions in Apple and Amazon have created a massive multiyear performance headwind. We acknowledge these two errors of omission, but we remain cautious. Size invites competition, disruption, and regulation. These high-priced titans must be more than impressive to justify their valuations—they must be near-flawless in handling internal and external threats, known and unknown. Our bias is to search elsewhere.

 

Health care also features prominently in the news and in our portfolio. The pandemic reinforces the incalculable value embedded in existing drugs, therapies, and devices, which facilitate our ongoing fight against disease and death—and which have presumably helped reduce COVID-19’s infection fatality ratio. But the pandemic also highlights how much value remains to be created with future breakthroughs, both in the COVID-19 realm and beyond. The health care sector has unsurprisingly fared well, and consensus estimates project market-leading revenue (+8%) and earnings (+5%) growth in a calendar year more commonly scarred with steep declines. But this is not chiefly a pandemic-fueled surge, and growth should persist indefinitely. Despite ongoing political concerns in a tense election year, we are optimistic that our companies will continue to develop life-saving innovations and that they will be rewarded by the marketplace.

 

Finally, much ink has been spilled in past letters defending our outsized airlines ownership. We viewed them as secular growers, operating in a vastly improved industry structure, and trading of late at less than half of the market’s valuation. Whatever the merits, our investment thesis—and our performance—was dealt a dramatic blow by COVID-19, forcing a structural reset in both our holdings and our thinking. We continue to own these companies, albeit more selectively and with overall lower exposure, ahead of travel’s eventual revival.

 

Conclusion

We still believe that some resemblance of normalcy will prevail. Several pandemic-driven structural changes will likely persist, including a more flexible workforce, the fast-forwarding of digital transitions, and certain business travel indefinitely lost to Zoom. But if and when life does normalize, we expect the market’s winners to be drawn primarily from its pool of COVID-19 losers. Our portfolio is positioned accordingly, focused on stocks whose long-term potential deviates meaningfully from today’s dislocated share prices.

 

PRIMECAP Management Company

 

October 16, 2020

 

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 September 30, 2020

 

  Beginning Ending Expenses
PRIMECAP Core Fund Account Value Account Value Paid During
3/31/2020 9/30/2020 Period
Based on Actual Fund Return $1,000.00 $1,260.71 $2.60
Based on Hypothetical 5% Yearly Return 1,000.00 1,022.70 2.33

 

The calculations are based on expenses incurred in the most recent six-month period. The fund’s annualized six-month expense ratio for that period is 0.46%. The dollar amounts shown as “Expenses Paid” are equal to the annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent six-month period, then divided by the number of days in the most recent 12-month period (183/366).

 

7

 

 

PRIMECAP Core 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: September 30, 2010, Through September 30, 2020

Initial Investment of $10,000

 

 

 

    Average Annual Total Returns  
    Periods Ended September 30, 2020  
          Final Value
    One Five Ten of a $10,000
    Year Years Years Investment
PRIMECAP Core Fund 7.02% 12.48% 13.21% $34,585
MSCI US Prime Market 750 Index 16.60 14.31 13.87 36,663
Dow Jones U.S. Total Stock Market Float Adjusted Index 14.77 13.60 13.43 35,263

 

See Financial Highlights for dividend and capital gains information.

 

8

 

 

PRIMECAP Core Fund

 

 

Fund Allocation

As of September 30, 2020

 

Communication Services 6.3%
Consumer Discretionary 11.6   
Consumer Staples 0.3   
Energy 1.1   
Financials 7.9   
Health Care 28.2   
Industrials 16.6   
Information Technology 26.8   
Materials 1.2   
Real Estate 0.0   

 

The table reflects the fund's investments, except for short term investments. Sector categories are based on the Global Industry Classification Standard (“GICS”), except for the Other category (if applicable), which includes securities that have not been provided a GICS classification as of the effective reporting period.

 

 

 

 

 

 

 

 

 

 

The 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

 

 

PRIMECAP Core Fund

 

 

Financial Statements

 

 

Schedule of Investments

As of September 30, 2020

 

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.

 

      Market  
      Value  
    Shares ($000)  
Common Stocks (96.8%)      
Communication Services (6.1%)    
* Alphabet Inc. Class A 118,500 173,674  
* Alphabet Inc. Class C 95,337 140,107  
* T-Mobile US Inc. 722,737 82,652  
  Walt Disney Co. 433,435 53,781  
  Activision Blizzard Inc. 624,800 50,577  
* Charter Communications Inc. Class A 43,720 27,296  
* Facebook Inc. Class A 102,400 26,819  
* Electronic Arts Inc. 149,000 19,431  
  Comcast Corp. Class A 313,833 14,518  
* Altice USA Inc. Class A 109,400 2,844  
  Entercom Communications Corp. Class A 1,200,000 1,932  
  593,631  
Consumer Discretionary (11.2%)    
  Sony Corp. ADR 2,085,900 160,093  
  Whirlpool Corp. 867,214 159,472  
* CarMax Inc. 1,514,080 139,159  
  TJX Cos. Inc. 1,736,100 96,614  
* Alibaba Group Holding Ltd. ADR 326,600 96,014  
  Ross Stores Inc. 1,009,250 94,183  
* Mattel Inc. 6,443,771 75,392  
* Amazon.com Inc. 12,150 38,257  
* Tesla Inc. 84,100 36,080  
  L Brands Inc. 1,035,600 32,942  
  Newell Brands Inc. 1,800,000 30,888  
  Royal Caribbean Cruises Ltd. 442,650 28,653  
^ Carnival Corp. 1,513,400 22,973  
  Marriott International Inc. Class A 200,490 18,561  
  VF Corp. 258,300 18,146  
* Capri Holdings Ltd. 490,000 8,820  
* Burlington Stores Inc. 39,000 8,037  
  Restaurant Brands International Inc. 126,200 7,258  
* Dollar Tree Inc. 61,000 5,572  
* Norwegian Cruise Line Holdings Ltd. 257,600 4,408  
    McDonald’s Corp. 13,100 2,875  
    MGM Resorts International 95,000 2,066  
* AutoZone Inc. 455 536  
    Las Vegas Sands Corp. 8,400 392  
      1,087,391  
Consumer Staples (0.3%)      
  Tyson Foods Inc. Class A 228,500 13,591  
  Altria Group Inc. 193,024 7,458  
* BJ’s Wholesale Club Holdings Inc. 139,800 5,809  
  Mowi ASA 70,400 1,253  
        28,111  
Energy (1.1%)      
  Pioneer Natural      
  Resources Co. 612,623 52,679  
  Cabot Oil & Gas Corp. 1,112,850 19,319  
  EOG Resources Inc. 371,221 13,342  
* Southwestern Energy Co. 2,250,000 5,288  
  Noble Energy Inc. 490,000 4,190  
  Cameco Corp. 258,100 2,607  
  TechnipFMC plc 188,100 1,187  
  Hess Corp. 25,000 1,023  
^,* Transocean Ltd. 1,254,700 1,012  
  Schlumberger Ltd. 7,100 110  
      100,757  
Financials (7.6%)      
  JPMorgan Chase & Co. 2,401,066 231,150  
  Wells Fargo & Co. 3,758,670 88,366  
  Northern Trust Corp. 1,032,650 80,516  
  Charles Schwab Corp. 2,133,734 77,305  
  Discover Financial Services 1,044,681 60,362  

 

10

 

 

PRIMECAP Core Fund    

 

      Market  
      Value  
    Shares ($000)  
  Raymond James Financial Inc. 792,500 57,662  
  Bank of America Corp. 2,342,459 56,430  
  Marsh & McLennan Cos. Inc. 373,912 42,888  
  US Bancorp 738,300 26,468  
  Progressive Corp. 173,000 16,378  
  CME Group Inc. 3,250 544  
      738,069  
Health Care (27.3%)      
  Eli Lilly and Co. 2,764,772 409,242  
  Amgen Inc. 1,527,150 388,140  
  AstraZeneca plc ADR 6,057,600 331,956  
* Biogen Inc. 1,036,587 294,059  
  Thermo Fisher Scientific Inc. 460,100 203,143  
  Novartis AG ADR 2,010,300 174,816  
* Elanco Animal Health Inc. 4,627,261 129,239  
* Boston Scientific Corp. 3,034,500 115,948  
  Bristol-Myers Squibb Co. 1,809,040 109,067  
  Roche Holding AG 273,823 93,796  
  Abbott Laboratories 449,700 48,941  
1 Siemens Healthineers AG 1,087,059 48,797  
  Zimmer Biomet Holdings Inc. 344,630 46,918  
  CVS Health Corp. 777,220 45,390  
* Illumina Inc. 119,470 36,926  
  Agilent Technologies Inc. 318,900 32,190  
  Merck & Co. Inc. 347,700 28,842  
* LivaNova plc 565,570 25,569  
  Sanofi ADR 453,500 22,752  
* Alcon Inc. 375,380 21,378  
* BioMarin Pharmaceutical Inc. 192,670 14,658  
  Stryker Corp. 48,100 10,023  
* IQVIA Holdings Inc. 40,325 6,356  
  Medtronic plc 60,000 6,235  
  Cerner Corp. 10,000 723  
  UnitedHealth Group Inc. 1,088 339  
      2,645,443  
Industrials (16.1%)      
  Southwest Airlines Co. 7,908,525 296,570  
  Siemens AG 1,850,077 233,646  
  FedEx Corp. 826,700 207,932  
* Aecom 2,821,000 118,031  
  United Parcel Service Inc. Class B 649,300 108,193  
  Jacobs Engineering Group Inc. 1,013,755 94,046  
* Airbus SE 855,914 62,076  
  Caterpillar Inc. 392,140 58,488  
* United Airlines Holdings Inc. 1,558,000 54,140  
  TransDigm Group Inc. 85,150 40,456  
  Delta Air Lines Inc. 1,255,800 38,402  
  Union Pacific Corp. 194,900 38,370  
^ American Airlines Group Inc. 2,522,800 31,005  
  General Dynamics Corp. 206,870 28,637  
* Seimens Energy AG Rights 920,843 24,832  
  Textron Inc. 664,000 23,964  
  AMETEK Inc. 145,090 14,422  
  IDEX Corp. 74,000 13,498  
  Deere & Co. 57,810 12,812  
  Carrier Global Corp. 344,000 10,506  
  Raytheon Technologies Corp. 182,000 10,472  
  CSX Corp. 134,800 10,470  
  Otis Worldwide Corp. 100,000 6,242  
  Rockwell Automation Inc. 26,500 5,848  
  L3Harris Technologies Inc. 34,000 5,775  
  Pentair plc 96,500 4,417  
  Boeing Co. 12,850 2,124  
      1,555,374  
Information Technology (25.9%)    
  Microsoft Corp. 1,550,200 326,054  
  Texas Instruments Inc. 2,194,100 313,295  
  KLA Corp. 996,690 193,099  
  QUALCOMM Inc. 1,396,580 164,349  
  Intel Corp. 2,679,400 138,739  
  Telefonaktiebolaget LM Ericsson ADR 11,791,800 128,413  
* Adobe Inc. 219,900 107,845  
* Flex Ltd. 9,627,430 107,250  
  ASML Holding NV 245,575 90,683  
* Micron Technology Inc. 1,848,200 86,791  
  NetApp Inc. 1,950,200 85,497  
  Applied Materials Inc. 1,385,600 82,374  
  Intuit Inc. 236,650 77,198  
  Hewlett Packard Enterprise Co. 7,405,467 69,389  
  HP Inc. 3,559,823 67,601  
* PayPal Holdings Inc. 323,300 63,700  
  Analog Devices Inc. 490,000 57,203  
  Visa Inc. Class A 265,100 53,012  
  Cisco Systems Inc. 1,185,400 46,693  
  Apple Inc. 397,000 45,977  
  NVIDIA Corp. 75,000 40,591  
  Oracle Corp. 641,000 38,268  
  Corning Inc. 1,110,700 35,998  

 

11

 

 

PRIMECAP Core Fund    

 

      Market  
      Value  
    Shares ($000)  
* Keysight Technologies Inc. 351,700 34,741  
  Teradyne Inc. 152,000 12,078  
  Mastercard Inc. Class A 29,000 9,807  
  Perspecta Inc. 397,076 7,723  
* BlackBerry Ltd. 1,428,500 6,557  
  Science Applications International Corp. 80,000 6,274  
  Western Digital Corp. 162,820 5,951  
  DXC Technology Co. 174,400 3,113  
* Nokia Oyj ADR 755,000 2,952  
* Ciena Corp. 12,000 476  
      2,509,691  
Materials (1.2%)      
  Albemarle Corp. 682,265 60,913  
  DuPont de Nemours Inc. 371,333 20,601  
  Dow Inc. 415,633 19,555  
  Corteva Inc. 361,600 10,418  
  Greif Inc. Class B 33,000 1,303  
      112,790  
Real Estate (0.0%)      
  Alexandria Real Estate Equities Inc. 5,100 816  
  American Homes 4 Rent Class A 6,700 191  
      1,007  
Total Common Stocks      
(Cost $4,810,640)   9,372,264  

 

Temporary Cash Investment (3.7%)      
Money Market Fund (3.7%)      
2,3  Vanguard Market Liquidity Fund, 0.117%      
(Cost $354,411) 3,545,120 354,512  
Total Investments (100.5%)      
(Cost $5,165,051)   9,726,776  
Other Assets and Liabilities—Net (-0.5%)   (45,427)  
Net Assets (100%)   9,681,349  

 

Cost is in $000.

See Note A in Notes to Financial Statements.

 

^ Includes partial security positions on loan to broker-dealers. The total value of securities on loan is $25,118,000.
* Non-income-producing security.
1 Security exempt from registration under Rule 144A of the Securities Act of 1933. Such securities may be sold in transactions exempt from registration, normally to qualified institutional buyers. At September 30, 2020, the value of this security represented 0.5% of net assets.
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 $26,658,000 was received for securities on loan.

 

ADR—American Depositary Receipt.

 

See accompanying Notes, which are an integral part of the Financial Statements.

 

12

 

 

PRIMECAP Core Fund

 

 

Statement of Assets and Liabilities

As of September 30, 2020

 

($000s, except shares and per-share amounts) Amount
Assets  
Investments in Securities, at Value  
Unaffiliated Issuers (Cost $4,810,640) 9,372,264
Affiliated Issuers (Cost $354,411) 354,512
Total Investments in Securities 9,726,776
Investment in Vanguard 413
Receivables for Investment Securities Sold 2,794
Receivables for Accrued Income 10,111
Receivables for Capital Shares Issued 244
Total Assets 9,740,338
Liabilities  
Payables for Investment Securities Purchased 21,593
Collateral for Securities on Loan 26,658
Payables to Investment Advisor 7,479
Payables for Capital Shares Redeemed 2,508
Payables to Vanguard 751
Total Liabilities 58,989
Net Assets 9,681,349
   
   
At September 30, 2020, net assets consisted of:  
   
Paid-in Capital 4,451,751
Total Distributable Earnings (Loss) 5,229,598
Net Assets 9,681,349
   
Net Assets  
Applicable to 357,538,422 outstanding $.001 par value shares of beneficial interest (unlimited authorization) 9,681,349
Net Asset Value Per Share $27.08

 

See accompanying Notes, which are an integral part of the Financial Statements.

 

13

 

 

PRIMECAP Core Fund

 

 

Statement of Operations

 

 

  Year Ended
  September 30, 2020
  ($000)
Investment Income  
Income  
Dividends1 195,351
Interest2 4,478
Securities Lending—Net 1,120
Total Income 200,949
Expenses  
Investment Advisory Fees—Note B 31,040
The Vanguard Group—Note C  
Management and Administrative 14,180
Marketing and Distribution 874
Custodian Fees 83
Auditing Fees 29
Shareholders’ Reports 62
Trustees’ Fees and Expenses 13
Total Expenses 46,281
Net Investment Income 154,668
Realized Net Gain (Loss)  
Investment Securities Sold2 648,984
Foreign Currencies 43
Realized Net Gain (Loss) 649,027
Change in Unrealized Appreciation (Depreciation)  
Investment Securities2 (179,201)
Foreign Currencies 266
Change in Unrealized Appreciation (Depreciation) (178,935)
Net Increase (Decrease) in Net Assets Resulting from Operations 624,760

 

1 Dividends are net of foreign withholding taxes of $3,675,000.
2 Interest income, realized net gain (loss), and change in unrealized appreciation (depreciation) from an affiliated company of the fund were $4,478,000, ($120,000), and $59,000, respectively. Purchases and sales are for temporary cash investment purposes.

 

See accompanying Notes, which are an integral part of the Financial Statements.

 

14

 

 

PRIMECAP Core Fund

 

 

Statement of Changes in Net Assets

 

 

  Year Ended September 30,
  2020 2019
  ($000) ($000)
Increase (Decrease) in Net Assets    
Operations    
Net Investment Income 154,668 157,480
Realized Net Gain (Loss) 649,027 716,557
Change in Unrealized Appreciation (Depreciation) (178,935) (1,042,363)
Net Increase (Decrease) in Net Assets Resulting from Operations 624,760 (168,326)
Distributions1    
Total Distributions (761,125) (852,510)
Capital Share Transactions    
Issued 546,293 571,211
Issued in Lieu of Cash Distributions 633,199 721,782
Redeemed (2,016,777) (1,271,203)
Net Increase (Decrease) from Capital Share Transactions (837,285) 21,790
Total Increase (Decrease) (973,650) (999,046)
Net Assets    
Beginning of Period 10,654,999 11,654,045
End of Period 9,681,349 10,654,999

 

1 Certain prior-period numbers have been reclassified to conform with the current-period presentation.

 

See accompanying Notes, which are an integral part of the Financial Statements.

 

15

 

 

PRIMECAP Core Fund

 

 

Financial Highlights

 

 

For a Share Outstanding     Year Ended September 30,
Throughout Each Period 2020 2019 2018 2017 2016
Net Asset Value, Beginning of Period $27.08 $29.92 $26.33 $22.55 $20.26
Investment Operations          
Net Investment Income .3981 .3911 .3141 .3041 .275
Net Realized and Unrealized Gain (Loss) on Investments 1.553 (1.020) 4.379 4.701 3.047
Total from Investment Operations 1.951 (.629) 4.693 5.005 3.322
Distributions          
Dividends from Net Investment Income (.388) (.322) (.287) (.278) (.243)
Distributions from Realized Capital Gains (1.563) (1.889) (.816) (.947) (.789)
Total Distributions (1.951) (2.211) (1.103) (1.225) (1.032)
Net Asset Value, End of Period $27.08 $27.08 $29.92 $26.33 $22.55
           
Total Return2 7.02% -1.06% 18.27% 23.13% 16.78%
           
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $9,681 $10,655 $11,654 $10,224 $8,420
Ratio of Total Expenses to Average Net Assets 0.46% 0.46% 0.46% 0.46% 0.46%
Ratio of Net Investment Income to Average Net Assets 1.52% 1.48% 1.13% 1.27% 1.31%
Portfolio Turnover Rate 8% 7% 9% 9% 11%
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.

 

See accompanying Notes, which are an integral part of the Financial Statements.

 

16

 

 

PRIMECAP Core Fund

 

 

 

Notes to Financial Statements

 

 

Vanguard PRIMECAP Core Fund is registered under the Investment Company Act of 1940 as an open-end investment company, or mutual fund. Market disruptions associated with the COVID-19 pandemic have had a global impact, and uncertainty exists as to the long-term implications. Such disruptions can adversely affect assets of the fund and thus 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 at their fair values calculated according to procedures adopted by the board of trustees. These procedures include obtaining quotations from an independent pricing service, monitoring news to identify significant market- or security-specific events, and evaluating changes in the values of foreign market proxies (for example, ADRs, futures contracts, or exchange-traded funds), between the time the foreign markets close and the fund’s pricing time. When fair-value pricing is employed, the prices of securities used by a fund to calculate its net asset value may differ from quoted or published prices for the same securities. Investments in Vanguard Market Liquidity Fund are valued at that fund’s net asset value.

 

2. Foreign Currency: Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars using exchange rates obtained from an independent third party as of the fund’s pricing time on the valuation date. Realized gains (losses) and unrealized appreciation (depreciation) on investment securities include the effects of changes in exchange rates since the securities were purchased, combined with the effects of changes in security prices. Fluctuations in the value of other assets and liabilities resulting from changes in exchange rates are recorded as unrealized foreign currency gains (losses) until the assets or liabilities are settled in cash, at which time they are recorded as realized foreign currency gains (losses).

 

3. Federal Income Taxes: The fund intends to continue to qualify as a regulated investment company and distribute all of its taxable income. The fund’s tax returns are open to examination by the relevant tax authorities until expiration of the applicable statute of limitations, which is generally three years after the filing of the tax return. Management has analyzed the fund’s tax positions taken for all open federal and state income tax years, and has concluded that no provision for income tax is required in the fund’s financial statements.

 

4. Distributions: Distributions to shareholders are recorded on the ex-dividend date. Distributions are determined on a tax basis at the fiscal year-end and may differ from net investment income and realized capital gains for financial reporting purposes.

 

5. Securities Lending: To earn additional income, the fund lends its securities to qualified institutional borrowers. Security loans are subject to termination by the fund at any time, and are required to be secured at all times by collateral in an amount at least equal to the market value of securities loaned. Daily market fluctuations could cause the value of loaned securities to be more or less than the value of the collateral received. When this occurs, the collateral is adjusted and settled before the opening of the market on the next business day. The fund further mitigates its counterparty risk by entering

 

17

 

 

PRIMECAP Core Fund

 

 

 

 

 

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.

 

6. Credit Facilities and Interfund Lending Program: The fund and certain other funds managed by The Vanguard Group (“Vanguard”) participate in a $4.3 billion committed credit facility provided by a syndicate of lenders pursuant to a credit agreement and an uncommitted credit facility provided by Vanguard. Both facilities may be renewed annually. Each fund is individually liable for its borrowings, if any, under the credit facilities. Borrowings may be utilized for temporary or emergency purposes, 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; these fees 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 a rate based upon the higher of the one-month London Interbank Offered Rate (or an acceptable alternate rate, if necessary), federal funds effective rate, or overnight bank funding rate plus an agreed-upon spread, except that borrowings under the uncommitted credit facility may bear interest based upon an alternative 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 September 30, 2020, the fund did not utilize the credit facilities or the Interfund Lending Program.

 

7. Other: Dividend income is recorded on the ex-dividend date. 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.

 

18

 

 

PRIMECAP Core Fund

 

 

 

 

 

B. PRIMECAP Management Company provides investment advisory services to the fund for a fee calculated at an annual percentage rate of average net assets. For the year ended September 30, 2020, the investment advisory fee represented an effective annual rate of 0.31% of the fund’s average net assets.

 

C. In accordance with the terms of a Funds’ Service Agreement (the “FSA”) between Vanguard and the fund, Vanguard furnishes to the fund corporate management, administrative, marketing, and distribution services at Vanguard’s cost of operations (as defined by the FSA). These costs of operations are allocated to the fund based on methods and guidelines approved by the board of trustees and are generally settled twice a month.

 

Upon the request of Vanguard, the fund may invest up to 0.40% of its net assets as capital in Vanguard. At September 30, 2020, the fund had contributed to Vanguard capital in the amount of $413,000, representing less than 0.01% of the fund’s net assets and 0.17% of Vanguard’s capital received pursuant to the FSA. The fund’s trustees and officers are also directors and employees, respectively, of Vanguard.

 

D. Various inputs may be used to determine the value of the fund’s investments. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.

 

Level 1—Quoted prices in active markets for identical securities.

Level 2—Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).

Level 3—Significant unobservable inputs (including the fund’s own assumptions used to determine the fair value of investments). Any investments valued with significant unobservable inputs are noted on the Schedule of Investments.

 

The following table summarizes the market value of the fund’s investments as of September 30, 2020, based on the inputs used to value them:

 

  Level 1 Level 2 Level 3 Total
  ($000) ($000) ($000) ($000)
Investments        
Assets        
Common Stocks 8,907,865 464,399 9,372,264
Temporary Cash Investments 354,512 354,512
Total 9,262,377 464,399 9,726,776

 

19

 

 

PRIMECAP Core Fund

 

 

 

 

 

E. 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. T hese 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 foreign currency transactions and distributions in connection with fund share redemptions were reclassified between the following accounts:

 

  Amount
  ($000)
Paid-in Capital 70,106
Total Distributable Earnings (Loss) (70,106)

 

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. 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 105,819
Undistributed Long-Term Gains 561,840
Capital Loss Carryforwards
Qualified Late-Year Losses
Net Unrealized Gains (Losses) 4,561,939

 

The tax character of distributions paid was as follows:

 

  Year Ended September 30,
    2020 2019
    Amount Amount
  ($000) ($000)
Ordinary Income* 177,564 132,432
Long-Term Capital Gains 583,561 720,078
Total 761,125 852,510

 

* Includes short-term capital gains, if any.

 

As of September 30, 2020, gross unrealized appreciation and depreciation for investments based on cost for U.S. federal income tax purposes were as follows:

 

  Amount
  ($000)
Tax Cost 5,165,051
Gross Unrealized Appreciation 5,089,911
Gross Unrealized Depreciation (528,186)
Net Unrealized Appreciation (Depreciation) 4,561,725

 

20

 

 

PRIMECAP Core Fund

 

 

 

 

 

F. During the year ended September 30, 2020, the fund purchased $731,231,000 of investment securities and sold $2,015,717,000 of investment securities, other than temporary cash investments.

 

G. Capital shares issued and redeemed were:

 

  Year Ended September 30,
  2020 2019
  Amount Amount
  ($000) ($000)
Issued 21,308 22,077
Issued in Lieu of Cash Distributions 22,793 30,429
Redeemed (80,073) (48,482)
Net Increase (Decrease) in Shares Outstanding (35,972) 4,024

 

 

 

H. Management has determined that no events or transactions occurred subsequent to September 30, 2020, that would require recognition or disclosure in these financial statements.

 

21

 

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees of Vanguard Fenway Funds and Shareholders of Vanguard PRIMECAP Core Fund

 

Opinion on the Financial Statements

 

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Vanguard PRIMECAP Core Fund (one of the funds constituting Vanguard Fenway Funds, referred to hereafter as the “Fund”) as of September 30, 2020, the related statement of operations for the year ended September 30, 2020, the statement of changes in net assets for each of the two years in the period ended September 30, 2020, including the related notes, and the financial highlights for each of the five years in the period ended September 30, 2020 (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 September 30, 2020, 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 September 30, 2020 and the financial highlights for each of the five years in the period ended September 30, 2020 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 September 30, 2020 by correspondence with the custodian and brokers and by agreement to the underlying ownership records of the transfer agent; 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
November 17, 2020

 

We have served as the auditor of one or more investment companies in The Vanguard Group of Funds since 1975.

 

22

 

 

 

Special 2020 tax information (unaudited) for Vanguard PRIMECAP Core Fund

 

This information for the fiscal year ended September 30, 2020, is included pursuant to provisions of the Internal Revenue Code.

 

The fund distributed 640,480,000 as capital gain dividends (20% rate gain distributions) to shareholders during the fiscal year.

 

For nonresident alien shareholders, 100% of short-term capital gain dividends distributed by the fund are qualified short-term capital gains.

 

The fund distributed 177,564,000 of qualified dividend income to shareholders during the fiscal year.

 

For corporate shareholders, 92.4% of investment income (dividend income plus short-term gains, if any) qualifies for the dividends-received deduction.

 

23

 

 

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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 213 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. Chairman of the board (2011–2017) and trustee (2009–2017) of the Children’s Hospital of Philadelphia; and trustee (2018–present) and vice chair (2019–present) of The Shipley School.

 

 

Independent Trustees

 

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. Director of SPX FLOW, Inc. (multi-industry manufacturing). Director of the University of Rochester Medical Center, the Monroe Community College Foundation, the United Way of Rochester, North Carolina A&T University, and Roberts Wesleyan College. Trustee of the University of Rochester.

 

Amy Gutmann 

Born in 1949. Trustee since June 2006. Principal occupation(s) during the past five years and other experience: president (2004–present) of the University of Pennsylvania. Christopher H. Browne Distinguished Professor of Political Science, School of Arts and Sciences, and professor of communication, Annenberg School for Communication, with secondary faculty appointments in the Department of Philosophy, School of Arts and Sciences, and at the Graduate School of Education, University of Pennsylvania.

 

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) and the Lumina Foundation. Director of the V Foundation. Member of the advisory

 

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.

 

 

 

council for the College of Arts and Letters and chair of the advisory board to the Kellogg Institute for International Studies, both at the University of Notre Dame.

 

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: chief investment officer (retired June 2020) and vice president (retired June 2020) of the University of Notre Dame. Assistant professor of finance at the Mendoza College of Business, University of Notre Dame, and member of the Notre Dame 403(b) Investment Committee (retired June 2020). Member of the board of Catholic Investment Services, Inc. (investment advisors) and the board of superintendence of the Institute for the Works of Religion.

 

Deanna Mulligan 

Born in 1963. Trustee since January 2018. Principal occupation(s) during the past five years and other experience: board chair (2020–present), 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 the individual life and disability division of Guardian Life. Member of the board of the American Council of Life Insurers and the board of the Economic Club of New York. Trustee of the Partnership for New York City (business leadership), Chief Executives for Corporate Purpose, NewYork-Presbyterian Hospital, Catalyst, and the Bruce Museum (arts and science). Member of the Advisory Council for the Stanford Graduate School of Business.

 

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 of advisors and member of the investment committee of the Museum of Fine Arts Boston. 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. Member of the board of directors (2012–2014) of Neighborhood Reinvestment Corporation. Director (2017–present) of i(x) Investments, LLC; director (2017–present) of Reserve Trust. Rubenstein Fellow (2017–present) of Duke University; trustee (2017–present) of Amherst College, and trustee (2019–present) of the Folger Shakespeare Library.

 

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). Chairman of the board of trustees of Colby-Sawyer College. Member of the board of Hypertherm Inc. (industrial cutting systems, software, and consumables).

 

 

 

Executive Officers

 

John Bendl 

Born in 1970. Principal occupation(s) during the past five years and other experience: principal of Vanguard. Chief financial officer (2019–present) of each of the investment companies served by Vanguard. Chief accounting officer, treasurer, and controller of Vanguard (2017–present). Partner (2003–2016) at KPMG (audit, tax, and advisory services).

 

Christine M. Buchanan 

Born in 1970. Principal occupation(s) during the past five years and other experience: principal of Vanguard. Treasurer (2017–present) of each of the investment companies served by Vanguard. Partner (2005–2017) at KPMG (audit, tax, and advisory services).

 

David Cermak 

Born in 1960. Principal occupation(s) during the past five years and other experience: principal of Vanguard. Finance director (2019–present) of each of the investment companies served by Vanguard. Managing director and head (2017–present) of Vanguard Investments Singapore. Managing director and head (2017–2019) of Vanguard Investments Hong Kong. Representative director and head (2014–2017) of Vanguard Investments Japan.

 

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. Deputy assistant to the President of the United States (2015).

 

Thomas J. Higgins 

Born in 1957. Principal occupation(s) during the past five years and other experience: principal of Vanguard. Finance director (2019–present), chief financial officer (2008–2019), and treasurer (1998–2008) of each of the investment companies served by Vanguard.

 

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.

 

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

 

Joseph Brennan James M. Norris
Mortimer J. Buckley Thomas M. Rampulla
Gregory Davis Karin A. Risi
John James Anne E. Robinson
John T. Marcante Michael Rollings
Chris D. McIsaac Lauren Valente

 

 

 

 

 

 

Connect with Vanguard® > vanguard.com

 

 

 

Fund Information > 800-662-7447

 

Direct Investor Account Services > 800-662-2739

 

Institutional Investor Services > 800-523-1036

 

Text Telephone for People Who Are Deaf or Hard of Hearing > 800-749-7273

 

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.

 

Source for Bloomberg Barclays indexes: Bloomberg Index Services Limited. Copyright 2020, Bloomberg. All rights reserved.

 

 

 

 

 

 

  © 2020 The Vanguard Group, Inc.
  All rights reserved. 
  Vanguard Marketing Corporation, Distributor.
   
  Q12200 112020

 

 

 

 

 

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 September 30, 2020: $53,000
Fiscal Year Ended September 30, 2019: $56,000

 

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

 

Fiscal Year Ended September 30, 2020: $10,761,407
Fiscal Year Ended September 30, 2019: $9,568,215

 

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 September 30, 2020: $2,915,863
Fiscal Year Ended September 30, 2019: $3,012,031

 

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 September 30, 2020: $247,168
Fiscal Year Ended September 30, 2019: $357,238

 

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 September 30, 2020: $115,000
Fiscal Year Ended September 30, 2019: $0

 

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 September 30, 2020: $362,168
Fiscal Year Ended September 30, 2019: $357,238

 

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.

 

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) Code of Ethics.
(b) Certifications.

 

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

 

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

 

Date:   November 17, 2020

 

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

 

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

 

Date:   November 17, 2020

 

  VANGUARD FENWAY FUNDS
 
BY: /s/ JOHN BENDL*  
  JOHN BENDL  
  CHIEF FINANCIAL OFFICER  

 

Date: November 17, 2020

 

* By: /s/ Anne E. Robinson

 

Anne E. Robinson, pursuant to a Power of Attorney filed on October 23, 2020 (see File Number 2-52698), Incorporated by Reference.

 

 

 

 

Exhibit 99.CODE ETH 

 

THE VANGUARD FUNDS’

CODE OF ETHICS FOR

SENIOR EXECUTIVE AND FINANCIAL OFFICERS

 

I. Introduction

 

The Board of Trustees (the “Fund Board”) of each registered investment company that is managed, sponsored, and distributed by The Vanguard Group, Inc. (“VGI”) or its subsidiaries (each, a “Vanguard Fund” and collectively, the “Vanguard Funds”) has adopted this code of ethics (the “Code”) as required by Section 406 of the Sarbanes-Oxley Act. The Code applies to the individuals in positions listed on Exhibit A (the “Covered Officers”). All Covered Officers, along with employees of VGI, are subject to separate and distinct obligations from this Code under a Code of Ethics adopted pursuant to Rule 17j-1 under the Investment Company Act of 1940 (“17j-1 Code of Ethics”), policies to prevent the misuse of non-public information, and other internal compliance guidelines and policies that may be in effect from time to time.

 

This Code is designed to promote:

 

Honest and ethical conduct, including the ethical handling of conflicts of interest;

  

Full, fair, accurate, timely, and understandable disclosure in reports and documents that a Vanguard Fund files with, or submits to, the U.S. Securities and Exchange Commission (“SEC”), and in other public communications made by the Vanguard Funds or VGI;

  

Compliance with applicable laws, governmental rules, and regulations;

  

Prompt internal reporting to those identified in the Code of violations of the Code; and

  

Accountability for adherence to the Code.

   

II. Actual or Apparent Conflicts of Interest

 

A. Covered Officers should conduct all activities in accordance with the following principles:

 

1. Clients’ interests come first. In the course of fulfilling their duties and responsibilities to VGI clients, Covered Officers must at all times place the interests of VGI clients first. In particular, Covered Officers must avoid serving their own personal interests ahead of the interests of VGI clients.

 

2. Conflicts of interest must be avoided. Covered Officers must avoid any situation involving an actual or potential conflict of interest or possible impropriety with respect to their duties and responsibilities to VGI clients. Covered Officers must disclose and report at least annually any situation that may present the potential for a conflict of interest to Vanguard’s Compliance Department, consistent with the 17j-1 Code of Ethics.

 

 

 

3. Compromising situations must be avoided. Covered Officers must not take advantage of their position of trust and responsibility. Covered Officers must avoid any situation that might compromise or call into question their exercise of full independent judgment in the best interests of VGI clients.

 

All activities of Covered Officers should be guided by and adhere to these fiduciary standards regardless of whether the activity is specifically described in this Code.

 

B. Restricted Activities include the following:

 

1. Prohibition on secondary employment. Covered Officers are prohibited from accepting or serving in any form of secondary employment. Secondary employment that does not create a potential conflict of interest may be approved by the General Counsel of VGI.

 

2. Prohibition on service as director or public official. Unless approved by the General Counsel of VGI, Covered Officers are prohibited from serving on the board of directors of any publicly traded company or in an official capacity for any federal, state, or local government (or governmental agency or instrumentality).

 

3. Prohibition on misuse of Vanguard time or property. Covered Officers are prohibited from making use of time, equipment, services, personnel or property of any Vanguard entity for any purposes other than the performance of their duties and responsibilities in connection with the Vanguard Funds or other Vanguard-related entities.

 

III. Disclosure and Compliance

 

A. Each Covered Officer should be familiar with the disclosure requirements generally applicable to the Vanguard Funds.

 

B. Each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about the Vanguard Funds to others, including to the Vanguard Funds’ directors and auditors, or to government regulators and self-regulatory organizations.

  

C. Each Covered Officer should, to the extent appropriate within the Covered Officer’s area of responsibility, consult with other officers and employees of VGI and advisors to a Vanguard Fund with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Vanguard Fund files with, or submits to, the SEC and in other public communications made by a Vanguard Fund.

 

D. It is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules, regulations, and the 17j-1 Code of Ethics.

 

IV. Reporting and Accountability

 

A. Each Covered Officer must:

 

 

 

1. Upon adoption or amendment of the Code (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing that he or she has received, read, and understands the Code;

 

2. Affirm at least annually in writing that he or she has complied with the requirements of the Code;

 

3. Not retaliate against any other Covered Officer or any employee of VGI for reports of potential violations of the Code that are made in good faith; and

 

4. Notify the General Counsel of VGI promptly if the Covered Officer knows of any violations of this Code.

  

B. The Vanguard Funds will use the following procedures in investigating and enforcing this Code:

 

1. The General Counsel of VGI is responsible for applying this Code to specific situations and has the authority to interpret this Code in any particular situation. The General Counsel will report on an as-needed basis to the Fund Board regarding activities subject to the Code.

 

2. The General Counsel will take all appropriate action to investigate any potential violations of the Code that are reported to him or her.

 

3. If, after investigation, the General Counsel believes that no material violation of the Code has occurred, the General Counsel is not required to take any further action.

 

4. Any matter that the General Counsel believes is a material violation of the Code will be reported to the Chief Compliance Officer and the Fund Board.

 

5. If the Fund Board concurs that a material violation of the Code has occurred, the Fund Board will consider appropriate action. Appropriate action may include reassignment, suspension, or dismissal of the applicable Covered Officer(s), or any other sanctions the Fund Board deems appropriate. Appropriate action may also include review of, and appropriate modifications to, applicable policies and procedures.

 

6. Any changes to or waiver of this Code will, to the extent required, be disclosed as provided by SEC rules.

 

 

 

Other Policies and Procedures

 

This Code shall be the sole code of conduct adopted by the Vanguard Funds for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of the Vanguard Funds, VGI, or other service providers govern or purport to govern the behavior or activities of the Covered Officers, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code.

 

VGI’s and the Vanguard Funds’ 17j-1 Code of Ethics, policies to prevent the misuse of non-public information, and other internal compliance guidelines and policies that may be in effect from time to time are separate requirements applying to the Covered Officers and others, and are not part of this Code.

 

VI. Amendments

 

This Code may not be materially amended except by the approval of a majority vote of the independent trustees of the Fund Board. Non-material, technical, and administrative revisions of the Code do not have to be approved by the Fund Board. Amendments must be in writing and communicated promptly to the Covered Officers, who shall affirm receipt of the amended Code in accordance with Section IV. A. 1.

 

VII. Confidentiality

 

All reports and records prepared or maintained pursuant to this Code shall be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Fund Board, VGI’s General Counsel and the Chief Compliance Officer of VGI and the Vanguard Funds.

 

 

 

Last Reviewed: November 22, 2019

 

 

 

EXHIBIT A

TO THE VANGUARD FUNDS’

CODE OF ETHICS FOR

SENIOR EXECUTIVE AND FINANCIAL OFFICERS

 

 

 

 

Covered Officers (some offices may be held by the same individual):

  

Chief Executive Officer of the Vanguard Funds

 

President of the Vanguard Funds

 

Chief Financial Officer of the Vanguard Funds

 

Finance Director of the Vanguard Funds

 

Treasurer of the Vanguard Funds

 

Assistant Treasurer of the Vanguard Funds

 

Controller of the Vanguard Funds

 

Chief Executive Officer of The Vanguard Group, Inc.

 

President of The Vanguard Group, Inc.

 

Managing Director, Finance of The Vanguard Group, Inc.

 

Chief Financial Officer of The Vanguard Group, Inc.

 

Chief Accounting Officer of The Vanguard Group, Inc.

 

Treasurer of The Vanguard Group, Inc.

 

Controller of The Vanguard Group, Inc.

 

 

 

 

Exhibit 99.CERT

 

CERTIFICATIONS

 

I, Mortimer J. Buckley, certify that:

 

1. I have reviewed this report on Form N-CSR of Vanguard Fenway 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: November 17, 2020

 

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

 

 

 

 

CERTIFICATIONS

 

I, John Bendl, certify that:

 

1. I have reviewed this report on Form N-CSR of Vanguard Fenway 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: November 17, 2020

 

  /s/ John Bendl
  John Bendl
  Chief Financial Officer

 

 

 

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 Fenway 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:      November 17, 2020

 

  /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 Fenway 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:      November 17, 2020

  /s/ John Bendl
  John Bendl
  Chief Financial Officer