P.O. Box 2600
Valley Forge, PA 19482-2600
610-669-1538
Judy_L_Gaines@vanguard.com
August 9, 2010
Christian Sandoe, Esq.
U.S. Securities & Exchange Commission via electronic filing
100 F Street, N.E.
Washington, DC 20549
RE: Vanguard Admiral Funds; File No. 33-49023
Dear Mr. Sandoe,
The following responds to your comments of August 6, 2010 on the post-effective amendment of the registration statement of the above-referenced registrant. You commented on Post-Effective Amendment No. 25 that was filed on June 24, 2010 pursuant to Rule 485(a). Unless otherwise noted, the following comments apply to each of the Vanguard S&P 500 Value Index Fund, Vanguard S&P 500 Growth Index Fund, Vanguard S&P Mid-Cap 400 Index Fund, Vanguard S&P Mid-Cap 400 Value Index Fund, Vanguard S&P Mid-Cap 400 Growth Index Fund, Vanguard S&P Small-Cap 600 Index Fund, Vanguard Small-Cap 600 Value Index Fund, and Vanguard Small-Cap 600 Growth Index Fund (collectively, the “Funds”).
Comment 1: Fees and Expenses (Institutional and ETF Shares)
Comment: Each Fund’s estimated annual operating expense ratio is provided without a breakdown of the management and other expenses.
Response: The estimated annual operating expense ratio will be provided, along with the breakdown of the management and other expenses, in a subsequent filing before these Funds go effective.
Comment 2: Primary Investment Strategies (Institutional and ETF Shares)
Comment: Include the market capitalization strategy for each Fund.
Response: The Item 9 disclosure includes a table that sets forth each Fund’s asset-weighted median market capitalization. We consider this placement to be sufficient and appropriate.
Comment 3: Primary Risks (Vanguard S&P 500 Value Index Fund and Vanguard S&P
500 Growth Index Fund – Institutional and ETF Shares)
Comment: Consider adding small and/or mid-cap risk to the primary investment strategy
disclosure.
Response: These Funds will invest predominantly in large-cap stocks, and will track indexes with weighted average market caps of $79.4 billion for the S&P 500 Growth Index and $71.1 billion for the S&P 500 Value Index as of June 30, 2010. Accordingly, we do not consider their minimal exposure to small- and mid-cap stocks to warrant discussion in the primary risk section.
Comment 4: Primary Risks (Institutional and ETF Shares)
Comment: Unless a Fund is advised by or sold through an insured depository institution, delete the sentence stating that “an investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the [FDIC] or any other governmental agency.”
Response: Each Fund may be sold through depository institutions. Therefore, we will retain this disclosure.
Comment 5: Tax Information (Institutional and ETF Shares)
Comment: Delete all but the first sentence of this section, which states that the Fund’s distributions may be taxed as ordinary income or capital gain.
Response: We will make the requested edit.
Comment 6: Fees and Expenses (Institutional Shares)
Comment: Please delete the footnote discussing the fee that may apply to purchases of fund shares.
Response: We will delete the footnote as requested.
Comment 7: SAI – Description of the Trust
Comment: Pursuant to Item 14 of Form N-1A, the list of each Fund’s name, share classes, and corresponding ticker symbols should appear on the front page of the SAI.
Response: The Item 14 disclosure was pushed back to page two due to our including “red herring” language on page 1 of the Trust’s SAI. When we delete the red herring language, the disclosure will appear on the front page of the SAI.
Comment 8: SAI–Fundamental Policies
Comment: The second to last paragraph of the fundamental policies section states that “unless otherwise required by the 1940 Act, if a percentage restriction is adhered to at the time the investment is made, a later change in the percentage resulting from a change in the market value of assets will not constitute a violation of the restriction.” Please modify the disclosure to note that a fund’s borrowing is an exception to the general rule stated above.
Response: We have modified the disclosure as requested.
Comment 9: SAI – Management of the Funds
Comment: Please include disclosure that notes why each individual trustee is qualified to serve on the board.
Response: We will update the SAI as requested.
Comment 10: 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) 669-1538 with any questions or comments regarding the above responses. Thank you.
Sincerely,
Judith L. Gaines
Associate Counsel