Vanguard Announces Advisory Changes for Vanguard Windsor II Fund and Vanguard Variable Insurance Fund - Diversified Value Portfolio

VALLEY FORGE, Pa., Dec. 15, 2025 /PRNewswire/ -- Vanguard today announced changes to the investment advisory arrangements of Vanguard Windsor II Fund and Vanguard Variable Insurance Fund – Diversified Value Portfolio (the VVIF).

Existing manager Lazard Asset Management LLC will be removed from both funds, reallocating Windsor II's assets to Harris Associates, d/b/a Harris | Oakmark and the VVIF's assets to both Harris | Oakmark and Aristotle Capital Management, LLC. Vanguard expects this change to result in a 0.02% increase to Windsor II's expense ratio and a 0.02% increase to the VVIF's expense ratio.

For Windsor II, Lazard's 25% target allocation will be reallocated to Harris | Oakmark. The remaining advisor target allocations will remain the same – Hotchkis and Wiley Capital Management, LLC, Sanders Capital, LLC and Aristotle Capital – each at 25%.

For the VVIF, Lazard's 60% target allocation will be reallocated to Harris | Oakmark and Aristotle Capital at 30% each, with Hotchkis and Wiley maintaining its current 40% allocation. The target allocation will be 33% for each of the three managers, and the VVIF will use organic cashflow to reach this allocation over time.

Harris | Oakmark is a new advisor to Vanguard. They are a Chicago-based investment company founded in 1976 that manages $97 billion in assets as of September 30, 2025. Harris | Oakmark seeks to invest in companies that are trading at a discount to their intrinsic value. They employ an independent, fundamental, bottom-up research process that spans across all industries to fuel their idea generation process. Ideas that meet their valuation, business, and management criteria are then vetted by Harris | Oakmark's Stock Selection Group.

The Harris | Oakmark portfolio management team will be led by:

• William Nygren, CFA, Partner, Chief Investment Officer-U.S., and Portfolio Manager at Harris Associates L.P. and Vice President of the Oakmark Funds. He is a Portfolio Manager of the U.S. Large Value Strategy, the Oakmark Fund, the Oakmark Select Fund, and the Oakmark U.S. Large Cap ETF. He was a Portfolio Manager of the Oakmark Global Select Fund from 2006-2023. Prior to joining Harris | Oakmark in 1983, Bill was an investment analyst with Northwestern Mutual Life Insurance Co. He has an MS from the University of Wisconsin-Madison and a BS from the University of Minnesota.
• Robert Bierig, Partner, Portfolio Manager, and U.S. Investment Analyst at Harris Associates L.P. and Vice President of the Oakmark Funds. He is a Portfolio Manager of the U.S. Large Value and U.S. Concentrated Strategies, and certain high net worth accounts. He is also Portfolio Manager of the Oakmark Fund, the Oakmark Select Fund and the Oakmark U.S. Large Cap ETF. Prior to joining Harris | Oakmark in 2012, Robert was a Managing Principal at Amethyst Capital Management, Managing Director at GEICO Investments, Investor at Frist Capital, Investment Analyst at ESL Investments, and Investment Banking Analyst at Morgan Stanley. Robert has a BA from Duke University.
• Michael Nicolas, CFA, Partner, Portfolio Manager and U.S. Investment Analyst at Harris Associates L.P. and Vice President of the Oakmark Funds. He is a Portfolio Manager of the U.S. Large Value Strategy, Equity and Income Strategy, the Oakmark Fund, the Oakmark Equity and Income Fund, and the Oakmark U.S. Large Cap ETF. Prior to joining Harris | Oakmark in 2013, Michael was a Managing Director at Lakeview Investment Group. Michael has a BA from the University of Wisconsin-Madison.

Aristotle Capital has advised Windsor II since 2019 and is a new advisor to the VVIF. Aristotle Capital is a privately owned, registered investment advisor that specializes in equity and fixed income portfolio management for institutional and individual clients worldwide. Their mission is to add value with active portfolio management to help clients reach long-term financial goals. Aristotle Capital's investment philosophy consists of four tenets – identify what they believe to be high-quality businesses, analyze businesses from a global perspective, invest with a long-term view and construct focused portfolios.

Vanguard's manager research team conducts ongoing reviews of current and prospective investment advisors, looking beyond short-term performance to focus on the drivers of long-term success for investors. The trustees of each of the fund and the VVIF believe that these changes will serve the best interests of current and future shareholders of the fund and the VVIF.

About Vanguard
Founded in 1975, Vanguard is one of the world's leading investment management companies. The firm offers investments, advice, and retirement services to tens of millions of individual investors around the globe—directly, through workplace plans, and through financial intermediaries. Vanguard operates under a unique, investor-owned structure where Vanguard fund shareholders own the funds, which in turn own Vanguard. As such, Vanguard adheres to a simple purpose: To take a stand for all investors, to treat them fairly, and to give them the best chance for investment success. For more information, visit vanguard.com.

For more information about Vanguard funds, visit vanguard.com to obtain a prospectus or, if available, a summary prospectus. Investment objectives, risks, charges, expenses, and other important information are contained in the prospectus; read and consider it carefully before investing.

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SOURCE Vanguard