SEC Comment 8-06

Bogle Financial MarketsResearch CenterAugust 21, 2006c/o The Vanguard Group100 Vanguard BoulevardMalvern, PA 19355Ms. Nancy M. MorrisSecretarySecurities & Exchange Commission100 F Street, NEWashington, DC 20549-9303Re: Request for Additional Comment: Investment Company Governance: File Number S7-03-04Dear Ms. Morris:I write as a 55-year veteran of the mutual fund industry, founder of Vanguard, and former chief executive of Wellington Management Company (1967-1974) and of Vanguard (1974-1996). I think it’s fair to say that few, if any, individuals have both a comparable amount of experience in the industry and a consistent record of working to bring it to its full potential of service to investors. I’ve given literally hundreds of speeches on the subject of building a better fund industry, and written five books as well, most of which have been best-sellers. (I want to be clear that I’m writing on my own behalf, and do not presume to speak for Vanguard’s present management and board of directors.)I have many concerns about the prevailing levels of conduct and values in today’s mutual fund industry. But my over-riding concern is that funds are operated largely in the interests of their management companies, rather than in the interest of their shareholders. To begin to redress that imbalance, I am strongly in favor of requiring the chairman of the fund board of directors to be independent of the management company.I also endorse the ...