[SHIP LOGO VANGUARD/(R)/]

April 18, 2008


U.S. Securities and Exchange Commission 100 F Street, N.E.
Washington, DC 20549


RE:  VANGUARD MANAGED PAYOUT FUNDS - RESPONSE TO COMMENT ON USE OF
     "SUBSCRIPTION PERIOD" IN PROSPECTUS SUPPLEMENT
     FILE NO.  333-48863
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Dear Mr. Sandoe:



Here is our proposed revision to the subscription period text. Please let me
know if this is acceptable.

SUBSCRIPTION PERIOD
Vanguard Managed Payout Funds will hold a subscription period from April 21,
2008, through May 4, 2008. During this period, each Fund will invest directly or
indirectly in money market instruments, rather than [SEEK TO ACHIEVE ITS
INVESTMENT OBJECTIVE]. This strategy should allow each Fund to accumulate
sufficient assets to construct a complete portfolio on a single day (May 5,
2008) and is expected to reduce initial trading costs.

During the subscription  period,  you may invest in a Fund online, by telephone,
or by mail (including by check, bank transfer, or exchange from another Vanguard
fund account).  Please see the Investing With Vanguard section of the prospectus
for more details.

*Patent pending

TANDY REQUIREMENTS

As required by the SEC, each 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) 669-6893 with any questions or comments regarding our
filing.

Edward C. Delk
Principal, Securities Regulation, Legal Department
The Vanguard Group, Inc.
Overnight Delivery: 100 Vanguard Boulevard, Malvern, PA 19355
Standard Delivery: P.O. Box 2600, V26, Valley Forge, PA 19482
Phone: 610-669-6893
Mobile: 610-755-2879
Fax: 610-669-6600
E-mail: edward_delk@vanguard.com