P.O. Box 2600
Valley Forge , PA 19482-2600
610-669-2689
nathan_m_will@vanguard.com
January 14, 2010
Christian Sandoe, Esq.
U.S. Securities & Exchange Commission via electronic filing
100 F Street, N.E.
Washington, DC 20549
RE: Vanguard Malvern Funds
Dear Mr. Sandoe:
The following responds to your comments of January 8, 2010 on the post-effective amendment of the above-referenced registrant. You commented on Post-Effective Amendment No. 38, which was filed on November 23, 2009 pursuant to Rule 485(a).
Comment 1: Prospectus – Incorporation of Previously Provided Comments
Comment: Please address all applicable comments provided to you in connection with my recent reviews of other Vanguard registrants.
Response: To the extent applicable, we will update our disclosure to be consistent with the changes that we agreed to make in other recently reviewed Vanguard registrants.
Comment 2: Prospectus – Asset Allocation Fund, Primary Investment Strategies
Comment: Please modify the prospectus to indicate the market capitalization from which the portfolio managers select stocks, and the maturity/credit quality strategy from which the portfolio manager selects bonds.
Response: The portfolio managers typically select a diverse group of stocks intended to parallel the performance of the S&P 500 Index, which is dominated by large-capitalization stocks. As a result, we believe the market capitalization strategy of the Fund is properly disclosed in the prospectus. The portfolio managers typically invest the Fund’s bond allocation in a pool of long-term U.S. Treasury bonds, which usually mature in 10 to 30 years. As a result, we also believe that the maturity/credit quality strategy of the Fund is properly disclosed in the prospectus.
Comment 3: Prospectus – U.S. Value Fund, Primary Investment Strategies
Comment: Please indicate whether investments in small-capitalization stocks are a primary investment strategy of the Fund.
Response: Although the portfolio managers may invest in small-capitalization stocks, the Fund will primarily invest in mid- and large-cap stocks. We have added risk disclosure to the prospectus that addresses the additional risks of investing in small-capitalization stocks, to the extent that the Fund invests in them.
Tandy Requirements
As required by the SEC, each Fund acknowledges that:
• The Fund is responsible for the adequacy and accuracy of the disclosure in the filing.
• Staff comments or changes in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing.
• The Fund may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please contact me at (610) 669-2689 with any questions or comments regarding the above responses and explanations.
Sincerely,
Nathan Will
Associate Counsel
The Vanguard Group, Inc.