| P.O. Box 2600 | |||
| Valley Forge, PA 19482-2600 | |||
| 610-669-8439 | |||
| Christyn_l_rossman@vanguard.com | |||
| May 28, 2014 | |||
| 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, | |||
| This letter responds to your comments provided by telephone on May 16, 2014 on the post- | |||
| effective amendment of the above-referenced registrant. You commented on Post-Effective | |||
| Amendment No. 56 that was filed on March 31, 2014 in order to add Pzena Investment Management, | |||
| LLC as an advisor of Vanguard Selected Value Fund (the “Fund”), a series of the Trust. | |||
| Comment 1: | Prospectus – Fund Summary – Fees and Expenses (page 1) | ||
| Comment: | The Prospectus states that the Fund may invest a small portion of its assets in | ||
| shares of exchange-traded funds (“ETFs”) and in money market funds for cash | |||
| management. If the aggregate expenses attributable to the cost of investing in | |||
| ETFs exceed 0.01% of the average net assets of the Fund, a separate line item, | |||
| Acquired Fund Fees and Expenses (“AFFE”), is required to be added to the fee | |||
| table. Please confirm that aggregate expenses attributable to the cost of investing | |||
| in ETFs will not exceed 0.01% of the average net assets of the Fund. | |||
| Response: | Aggregate expenses attributable to investing in ETFs are not expected to exceed | ||
| 0.01% of the average net assets of the Fund. Accordingly, a separate line item | |||
| representing AFFE is not required to be included in the Fund’s fee table. In the | |||
| future, if aggregate expenses attributable to investing in ETFs exceed 0.01% of | |||
| the Fund’s average nets assets, a separate line item for AFFE will be added to the | |||
| fee table. | |||
| Comment 2: | Prospectus – Fund Summary – Principal Investment Strategies (page 2) | ||
| Comment: | The Prospectus states that under the subheading “Principal Investment Strategies” | ||
| that the “Fund invests mainly in the stocks of mid-sized U.S. companies, choosing | |||
| stocks considered by an advisor to be undervalued.” Please consider if any | |||
| additional information is needed to clarify the term “mainly.” | |||
| Response: | We have considered the comment and do not plan to add any additional | ||
| information. The introductory sentence to the Principal Investment Strategies | |||
| accurately describes the primary investment focus of the Fund. In addition, the | |||
| final rule release for Rule 35d-1 under the Investment Company Act of 1940, as | |
| amended (“1940 Act”), states that the rule does not apply to fund names that | |
| incorporate terms such as “growth” and “value” that connote types of investment | |
| strategies as opposed to types of investments.1 | |
| Comment 3: | Prospectus – Fund Summary – Principal Investment Strategies and Principal |
| Investment Risks (page 2) | |
| Comment: | Please consider whether value investing and the risks associated with value |
| investing are adequately described in the Principal Investment Strategies and the | |
| Principal Risks. | |
| Response: | We will revise Investment Style Risk under Principal Investment Risks to include |
| the following:Stocks considered by an advisor to be undervalued may remain | |
| under valued for a long period of time or may not realize their expected value. | |
| Comment 4: | Prospectus – Fund Summary –Principal Investment Risks (page 2) |
| Comment: | Please consider if the placement of risks associated with the financial sector under |
| the subheading “Manager Risk” is appropriate. | |
| Response: | We have considered the comment and do not plan to make any changes to the |
| financial sector risk disclosure. Investment concentration in the financial sector, | |
| or in any other sector or industry, is not a principal investment strategy of the | |
| Fund. Nevertheless, such securities may be selected by the Fund’s advisors when | |
| they fall within the universe of value stocks in which the fund seeks to invest. To | |
| the extent that investments in a particular sector comprise a substantial portion of | |
| the portfolio at times then the risks associated with those sectors may rise to the | |
| level of principal risks. As such, we believe that our current disclosure | |
| appropriately reflects the Fund’s principal investment strategies and risks. | |
| Comment 5: | Prospectus – Fund Summary – Tax Information (page 5) |
| Comment: | As currently drafted, the prospectus states that “The Fund’s distributions may be |
| taxed as ordinary income or capital gains. If you are investing through a tax- | |
| deferred retirement account, such as an IRA, special tax rules apply.” Please | |
| clarify that a portion of distributions may be taxable to investors holding shares in | |
| tax-deferred accounts. | |
| Response: | As discussed in our phone conversation, the tax rules for these types of accounts |
| are complex and vary. Different language appears in the Tax Information section | |
| of the Fund Summary for the prospectuses that are designed specifically for the | |
| participants in employer-sponsored retirement plans. | |
| Comment 6: | Prospectus – More on the Fund (page 6) |
| Comment: | Please disclose in the More on Fund section of the Prospectus what notice is |
| provided for changes in non-fundamental policies, if any. | |
| 1Investment Company Names, Investment Company Act Release No. 24828 (Jan. 17, 2001) [66 FR 8509, 8511 n. | |
| 15 (Feb. 1, 2001), correction 66 FR 14828 (Mar. 14, 2001)]. | |
| Response: | We have considered the comment and do not plan to make any changes to the |
| More on Fund section. To the extent that the Fund has a policy to provide notice | |
| for changes in a non-fundamental policy, we believe that information is more | |
| appropriately disclosed along with the description of the policy itself. We believe | |
| that disclosing the nonfundamental policies and any related notice periods in this | |
| manner is in line with Form N-1A requirements. | |
| Comment 7: | Statement of Additional Information – Investment Strategies and |
| Nonfundamental policies – Swap Agreements (page B-17) | |
| Comment: | Please clarify the policy for valuing credit default swaps if the Fund is a |
| protection seller. | |
| Response: | No changes were made to the disclosure because the Fund is not a protection |
| seller. | |
| Comment 8: | 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) 669-8439 with any questions or comments regarding the above | |
| response. Thank you. | |
| Sincerely, | |
| Christyn L. Rossman | |
| Associate Counsel | |