[SHIP LOGO VANGUARD /(R)/]
P.O. Box 2600
Valley Forge,
PA 19482-2600
610-669-5284
Lisa_Matson@vanguard.com
August 2, 2007
Christian Sandoe, Esq.
U.S. Securities & Exchange Commission via electronic filing
100 F Street, N.E.
Washington, DC 20549
RE: Vanguard Explorer Fund
File No. 2-27203
Dear Mr. Sandoe,
The following responds to your comments of July 30, 2007 on the
post-effective amendment of the registration statement of the above-referenced
registrant. You commented on Post-Effective Amendment No. 78 that was filed on
June 14, 2007.
COMMENT 1: PROSPECTUS - SECURITY SELECTION
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Comment: The percentage amounts that the investment advisors manage
totals over 100%.
Response: We have corrected the percentage amounts and they now equal
100%.
COMMENT 2: PROSPECTUS - FREQUENT TRADING AND MARKET TIMING
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Comment: The prospectus indicates that short-term bond funds
accommodate frequent trading. Please confirm if this
disclosure is appropriate.
Response: The frequent trading policy does not apply to short-term bond
funds. The number of exchanges into and out of a short-term
bond fund is not limited. Accordingly, we do not plan to
amend the disclosure.
COMMENT 3: PROSPECTUS - PLAIN TALK ABOUT THE FUND'S PORTFOLIO MANAGERS
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Comment: Please clarify the role played by the various portfolio
managers.
Response: We have confirmed that the existing disclosure whereby
portfolio managers are referred to as "co-managers" is an
accurate description of their roles. The portfolio managers
are truly equals and work together in managing Fund assets,
sharing in the determination of strategies and risk
exposures, and placing trades on behalf of the respective
advisory firms' portions of the Fund's assets. Neither PM
reports to or presides over the other, nor are there
limitations placed on the roles or responsibilities of the
portfolio managers. In all cases, the advisory firms have
represented that the current PM disclosure accurately
describes the roles played by the portfolio managers in
their management of fund assets. Furthermore, we believe
that our existing disclosure satisfies the requirements of
Item 5(a)(2) of Form N-1A. Accordingly, we do not plan to
amend the disclosure.
Christian Sandoe, Esq.
August 2, 2007
Page 2
COMMENT 4: SAI - DESCRIPTION OF COMPENSATION
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Comment: Please clarify if Chartwell's bonus is based on the gross
composite performance before or after taxes.
Response: We have confirmed with Chartwell that the bonus is calibrated
based on the gross composite performance before taxes.
Accordingly, the updated text will read as follows, "The bonus
is calibrated based on the gross composite performance (before
taxes) of such accounts..."
COMMENT 5: TANDY REQUIREMENTS
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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) 669-5284 with any questions or comments
regarding the above responses. Thank you.
Sincerely,
Lisa L.B. Matson
Associate Counsel
Securities Regulation, Legal Department