The Vanguard Group

March 10, 2004

Jonathan G. Katz, Secretary
U.S. Securities & Exchange Commission           via Electronic Mail
450 Fifth Street, N.W.
Washington, D.C. 20549-0609

Re: Proposed Rule: Investment Company Governance; File No. S7-03-04

Dear Mr. Katz:

I am writing on behalf of the management of The Vanguard Group to express our views on the SEC's proposed mutual fund governance rules. The Vanguard funds' independent directors have shared with us the comment letter that they are submitting on those important rules. We are in agreement with and support the comments made in that letter. We believe that it is also important to add that, from our point of view, working with fund boards dominated by truly independent directors, who offer a broad range of backgrounds, experiences and skills and who are fully committed to serving the interests of fund shareholders, has been a great asset to Vanguard for many years.

Consistent with the comments of the Vanguard independent directors, we strongly urge the Commission to adopt rules that allow independent boards to determine the appropriate governance practices that will best serve the interests of fund shareholders. Thank you for the opportunity to comment on these important rules.


/s/ John J. Brennan

John J. Brennan
Chairman and Chief Executive Officer

cc: Chairman William H. Donaldson
Commissioner Paul Atkins
Commissioner Cynthia A. Glassman
Commissioner Harvey Goldschmid
Commissioner Roel Campos

Paul F. Roye, Director
Division of Investment Management