P.O. Box 2600
Valley Forge, PA 19482-2600
610-669-2689
nathan_m_will@vanguard.com
February 6, 2012
| Brion Thompson, Esq. | |
| U.S. Securities & Exchange Commission | via electronic filing |
| 100 F. Street, N.E. | |
| Washington, DC 20549 | |
| RE:Vanguard Explorer Fund (the Trust) | |
| File No. 2-27203 | |
| Dear Mr. Thompson, | |
This letter responds to your comments of February 1, 2012, on the post-effective amendment of the registration statement of the above-referenced Trust. You commented on Post-Effective Amendment No. 93, which was filed on December 16, 2011, pursuant to Rule 485(a) in order to (1) change the compensation benchmark for Chartwell Investment Partners, L.P., one of the investment advisors to the Vanguard Explorer Fund (the “Fund”) and (2) effect a number of non-material editorial changes.
| Comment 1: | Benchmark Change - Shareholder Vote |
| Comment: | Please confirm that no shareholder vote is required to change the compensation |
| benchmark for an investment advisor to the Fund. | |
| Response: | Under the terms of Vanguard’s “Multi-Manager” Exemptive Order, the Fund’s |
| board of trustees may, without prior approval from shareholders, change the terms | |
| of an advisory agreement, including a compensation benchmark.SeeVanguard | |
| Convertible Securities Fund, et al.,Investment Company Act Rel. Nos. 26062 | |
| (May 29, 2003) (Notice) and 26089 (June 25, 2003) (Order). | |
| Brion Thompson Esq. |
| February 6, 2012 |
| Page 2 |
| Comment 2: | Benchmark Change - Shareholder Vote |
| Comment: | Please confirm in the Prospectus and Statement of Additional Information (SAI) |
| where the language regarding the change to Chartwell’s compensation benchmark | |
| can be found. | |
| Response: | This change is noted on page 18 under the “Investment Advisors” section of the |
| prospectus and page B-32 under the “Investment Advisory Services” section of | |
| the SAI. | |
Tandy Requirements
As required by the SEC, the Fund acknowledges that:
- The Fund is responsible for the adequacy and accuracy of the disclosure in thefiling.
- Staff comments or changes in response to staff comments in the filings reviewedby the staff do not foreclose the Commission from taking any action with respectto the filing.
- The Fund may not assert staff comments as a defense in any proceeding initiatedby the Commission or any person under the federal securities laws of the UnitedStates.
Please contact me at (610) 669-2689 with any questions or comments regarding the above responses. Thank you.
Sincerely,
Nathan M. Will
Associate Counsel
The Vanguard Group, Inc.