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January 25, 2007
Christian Sandoe, Esq.
Division of Investment Management
U.S. Securities and Exchange Commission VIA ELECTRONIC FILING
100 F Street NE
Washington, D.C. 20549
Re: Vanguard Morgan Growth Fund
Dear Mr. Sandoe:
The following responds to your comments of January 24, 2007, on the
post-effective amendment of the registration statement of the above-referenced
registrant. You commented on Post-Effective Amendment No. 64 that was filed on
January 8, 2007.
Comment 1: Prospectus - Investment Style Risk
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Comment: The Fund profile states that historically mid-cap stocks have
been more volatile in price than large-cap stocks, and they often
perform quite differently. Please provide additional explanation
of that statement.
Response: We have added a sentence to investment style risk in the profile
and on page 7 of the prospectus stating that mid-cap stocks tend
to have greater volatility than large-cap stocks because, among
other things, medium-size companies are more sensitive to
changing economic conditions.
Comment 2: Prospectus -Security Selection
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Comment: You include percentages of the Fund managed by each investment
advisor except for Jennison Associates. Please explain why.
Response: We included the percentage of Fund assets managed by each of the
Fund's investment advisors as of the Fund's most recent fiscal
year-end. At that time, Jennison did not serve as investment
advisor to the Fund. In addition, Jennison will be managing
incoming cash flows, and therefore we do not believe it is
appropriate to show the current percentage of Fund assets managed
by Jennison Associates. We state in the prospectus that Jennison
Associates was recently added as an investment advisor to the
Fund.
January 25, 2007
Christian Sandoe
Page 2 of 2
Comment 3: Prospectus -Financial Highlights
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Comment: The Financial Highlights table does not include information for
2006. Therefore, the prospectus must be filed pursuant to rule
485(a) in order to be granted effectiveness.
Response: We plan to file the prospectus pursuant to rule 485(a).
* * * * *
As required by the SEC, the Fund acknowledges that:
o The Fund is responsible for the adequacy and accuracy of the
disclosure in the filing.
o 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.
o 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) 503-5854 with any questions or comments
regarding the above responses. Thank you.
Sincerely,
Sarah A. Buescher
Senior Counsel