[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 - ---------------------------------------------------------------- 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