P.O. Box 2600
Valley Forge, PA 19482-2600
610-669-1538
Barry_A_Mendelson @vanguard.com
May 9, 2013
Amy Miller, Esq.
U.S. Securities & Exchange Commission via electronic filing
100 F Street, N.E.
Washington, DC 20549
RE: Vanguard Whitehall Funds; File No. 33-64845
Dear Ms. Miller,
The following responds to our conversation on April 15, 2013 on the post-effective amendment of the registration statement of the above-referenced registrant. You commented on Post-Effective Amendment No. 47 that was filed on February 28, 2013 pursuant to Rule 485(a).
Comment 1: Tandy Requirements
As required by the SEC, the Funds acknowledge that:
· Each Fund is responsible for the adequacy and accuracy of the disclosure in the filing.
· 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.
· Each 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) 503-2398 with any questions or comments regarding the above response. Thank you.
Sincerely,
Barry A. Mendelson
Principal and Senior Counsel