| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| Form N-1A | |
| REGISTRATION STATEMENT (NO. 33-64845) | |
| UNDER THE SECURITIES ACT OF 1933 | [X] |
| Pre-Effective Amendment No. | [ ] |
| Post-Effective Amendment No.72 | [X] |
| and | |
| REGISTRATION STATEMENT (NO. 811-07443) UNDER THE INVESTMENT COMPANY ACT OF 1940 | |
| Amendment No.74 | [X] |
| VANGUARD WHITEHALL FUNDS | |
| (Exact Name of Registrant as Specified in Declaration of Trust) | |
| P.O. Box 2600, Valley Forge, PA 19482 | |
| (Address of Principal Executive Office) | |
| Registrant’s Telephone Number (610) 669-1000 | |
| Anne E. Robinson, Esquire | |
| P.O. Box 876 | |
| Valley Forge, PA 19482 | |
| It is proposed that this filing will become effective immediately upon filing pursuant to Rule 462(d). | |
Explanatory Note This Post-Effective Amendment consists of the following: | |
| 1. Facing Sheet of the Registration Statement | |
| 2. Part C to the Registration Statement (including Signatures page) | |
| 3. Exhibit (b) to Item 28 to the Registration Statement | |
| This Post-Effective Amendment is being filed solely to file Amended and Restated By-Laws as | |
| Exhibit (b) to Item 28 to this Registration Statement on Form N-1A (the “Registration Statement”). | |
| Parts A and B of Post-Effective Amendment No. 70 to the Registration Statement, dated February | |
| 23, 2017, and filed pursuant to Rule 485(b) under the Securities Act of 1933, are incorporated by | |
| reference | |
PART C
VANGUARD WHITEHALL FUNDS
OTHER INFORMATION
Item 28. Exhibits
| (a) | Articles of Incorporation, Amended and Restated Agreement and Declaration of Trust, filed |
| with Post-Effective Post-Effective Amendment No. 65 dated February 25, 2016, is hereby | |
| incorporated by reference. | |
| (b) | By-Laws,Amended and Restated By-Laws, are filed herewith. |
| (c) | Instruments Defining Rights of Security Holders, reference is made to Articles III and V of the |
| Registrant’s Amended and Restated Agreement and Declaration of Trust, refer to Exhibit (a) | |
| above. | |
| (d) | Investment Advisory Contracts, for William Blair Investment Management, LLC and Barrow, |
| Hanley, Mewhinney & Strauss, LLC, filed on February 23, 2009, Post-Effective Amendment | |
| No. 37; for Wellington Management CompanyLLP, filed on August 16, 2010, Post-Effective | |
| Amendment No. 41; for Schroder Investment Management North America Inc. and for Donald | |
| Smith & Co., Inc., filed on February 27, 2012, Post-Effective Amendment No. 44; for Schroder | |
| Investment Management North America Inc. (Sub-Advisory Agreement with Schroder | |
| Investment Management North America Limited), filed on February 22, 2013, Post-Effective | |
| Amendment No. 46; and forPzena Investment Management, LLC, filed on March 31, 2014, | |
| Post-Effective Amendment No. 56, are hereby incorporated by reference.For Victory Capital | |
| Management Inc., filed with Post-Effective Amendment No. 70 dated February 23, 2017. The | |
| Vanguard Group, Inc., provides investment advisory services to Vanguard High Dividend Yield | |
| Index Fund, Vanguard Emerging Markets Government Bond Index Fund, Vanguard Global | |
| Minimum Volatility Fund, Vanguard International High Dividend Yield Index Fund, and | |
| Vanguard International Dividend Appreciation Index Fund at cost pursuant to the Fifth | |
| Amended and Restated Funds’ Service Agreement, refer to Exhibit (h) below. | |
| (e) | Underwriting Contracts, not applicable. |
| (f) | Bonus or Profit Sharing Contracts, reference is made to the section entitled “Management of |
| the Funds” in Part B of this Registration Statement. | |
| (g) | Custodian Agreements, for JPMorgan Chase Bank, filed on September 27, 2013, Post- |
| Effective Amendment No. 51; for Brown Brothers Harriman & Co., filed with Post-Effective | |
| Amendment No. 57 dated June 9, 2014; and for The Bank of New York Mellon, filed with Post- | |
| Effective Amendment No. 65 dated February 25, 2016, are hereby incorporated by reference. | |
| (h) | Other Material Contracts, Form of Authorized Participant Agreement, filed on February 22, |
| 2011, Post-Effective Amendment No. 42, is hereby incorporated by reference. The Fifth | |
| Amended and Restated Funds’ Service Agreement, filed on February 27, 2012, Post-Effective | |
| Amendment No. 44, is hereby incorporated by reference. | |
| (i) | Legal Opinion, not applicable. |
| (j) | Other Opinions, Consent of Independent Registered Public Accounting Firm,filed with Post- |
| Effective Amendment No. 70 dated February 23, 2017, is incorporated by reference. | |
| (k) | Omitted Financial Statements, not applicable. |
| (l) | Initial Capital Agreements, not applicable. |
| (m) | Rule 12b-1 Plan, not applicable. |
| (n) | Rule 18f-3 Plan, filed on November 30, 2016, Post-Effective Amendment No. 67, is hereby |
| incorporated by reference. | |
| (o) | Reserved. |
| (p) | Codes of Ethics, for Barrow, Hanley, Mewhinney & Strauss, LLC, filed on February 21, 2008, |
| Post-Effective Amendment No. 36; for Schroder Investment Management North America Inc., | |
| filed on February 23, 2009, Post-Effective Amendment No. 37; for Donald Smith & Co., Inc., | |
| filed with Post-Effective Amendment No. 54 dated February 25, 2014; for Schroder | |
| Investment Management North America Limited, filed with Post-Effective Amendment No. 57 | |
dated June 9, 2014; for The Vanguard Group, filed with Post-Effective Amendment No. 59 dated February 25, 2015; for William Blair Investment Management, LLC, filed with Post-Effective Amendment No. 65 dated February 25, 2016; for Wellington Management CompanyLLPand Pzena Investment Management, LLC, filed on November 30, 2016, Post-Effective Amendment No. 67, are hereby incorporated by reference.For Victory Capital Management Inc., filed with Post-Effective Amendment No. 70 dated February 23, 2017, is incorporated by reference.
Item 29. Persons Controlled by or under Common Control with Registrant
Registrant is not controlled by or under common control with any person.
Item 30. Indemnification
The Registrant’s organizational documents contain provisions indemnifying Trustees and officers against liability incurred in their official capacities. Article VII, Section 2 of the Amended and Restated Agreement and Declaration of Trust provides that the Registrant may indemnify and hold harmless each and every Trustee and officer from and against any and all claims, demands, costs, losses, expenses, and damages whatsoever arising out of or related to the performance of his or her duties as a Trustee or officer. Article VI of the By-Laws generally provides that the Registrant shall indemnify its Trustees and officers from any liability arising out of their past or present service in that capacity. Among other things, this provision excludes any liability arising by reason of willful misfeasance, bad faith, gross negligence, or the reckless disregard of the duties involved in the conduct of the Trustee’s or officer’s office with the Registrant.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the Securities Act) may be permitted for directors, officers, or persons controlling the Registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 31. Business and Other Connections of Investment Advisor
Barrow, Hanley, Mewhinney & Strauss, LLC (Barrow, Hanley), is an investment advisor registered under the Investment Advisers Act of 1940, as amended (the Advisers Act). The list required by this Item 31 of officers and directors of Barrow, Hanley, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated herein by reference from Form ADV filed by Barrow, Hanley pursuant to the Advisers Act (SEC File No. 801-31237).
Schroder Investment Management North America Inc. (Schroder Inc.), is an investment advisor registered under the Advisers Act. The list required by this Item 31 of officers and directors of Schroder Inc., together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated herein by reference from Form ADV filed by Schroder Inc. pursuant to the Advisers Act (SEC File No. 801-15834).
Schroder Investment Management North America Limited (Schroder Limited), is an investment advisor registered under the Advisers Act. The list required by this Item 31 of officers and directors of Schroder Limited, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated herein by reference from Form ADV filed by Schroder Limited pursuant to the Advisers Act (SEC File No. 801-37163).
Donald Smith & Co., Inc. (Donald Smith & Co.), is an investment advisor registered under the Advisers Act. The list required by this Item 31 of officers and directors of Donald Smith & Co., together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated herein by reference from Form ADV filed by Donald Smith & Co. pursuant to the Advisers Act (SEC File No. 801-10798).
Pzena Investment Management, LLC (Pzena), is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and directors of Pzena, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and directors during the past two years, is hereby incorporated by reference from Form ADV filed by Pzena pursuant to the Advisers Act (SEC File No. 801-50838).
Victory Capital Management Inc. (Victory Capital), is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and directors of Pzena, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and directors during the past two years, is hereby incorporated by reference from Form ADV filed by Pzena pursuant to the Advisers Act (SEC File No. 801-46878).
Wellington Management CompanyLLP(Wellington Management) is an investment advisor registered under the Advisers Act. The list required by this Item 31 of officers and partners of Wellington Management, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and partners during the past two years, is incorporated herein by reference from Form ADV filed by Wellington Management pursuant to the Advisers Act (SEC File No. 801-15908).
William Blair Investment Management, LLC (William Blair), is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and directors of William Blair, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated herein by reference from Form ADV filed by William Blair pursuant to the Advisers Act (SEC File No. 801-688).
The Vanguard Group, Inc. (Vanguard), is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and directors of Vanguard, together with any information as to any business, profession, vocation, or employment of substantial nature engaged in by such officers and directors during the past two years, is incorporated herein by reference from Form ADV filed by Vanguard pursuant to the Advisers Act (SEC File No. 801-11953).
Item 32. Principal Underwriters
(a) Vanguard Marketing Corporation, a wholly owned subsidiary of The Vanguard Group, Inc., is the principal underwriter of each fund within the Vanguard group of investment companies, a family of more than 190 mutual funds.
(b) The principal business address of each named director and officer of Vanguard Marketing Corporation is 100 Vanguard Boulevard, Malvern, PA 19355.
| Name | Positions and Office with Underwriter | Positions and Office with Funds |
| F. William McNabb III | Director and Chairman | Chairman and Chief Executive Officer |
| Glenn W. Reed | Director | None |
| Mortimer J. Buckley | Director and Senior Vice President | None |
| Martha G. King | Director and Senior Vice President | None |
| Chris D. McIsaac | Director and Senior Vice President | None |
| Anne E. Robinson | Director and Senior Vice President | Secretary |
| Karin Risi | Director and Managing Director | None |
| Thomas Rampulla | Director and Senior Vice President | None |
| Michael Rollings | Director | None |
| Natalie Bej | Chief Compliance Officer | Chief Compliance Officer |
| Matthew Benchener | Principal | None |
| Jack Brod | Principal | None |
| Name | Positions and Office with Underwriter | Positions and Office with Funds | |
| James M. Delaplane Jr. | Principal | None | |
| Kathleen A. Graham-Kelly | Principal | None | |
| Phillip Korenman | Principal | None | |
| Mike Lucci | Principal | None | |
| Alba E. Martinez | Principal | None | |
| Brian McCarthy | Principal | None | |
| Frank Satterthwaite | Principal | None | |
| Christopher Sicilia | Principal | None | |
| Tammy Virnig | Principal | None | |
| Salvatore L. Pantalone | Financial and Operations Principal and Treasurer | None | |
| Amy M. Laursen | Financial and Operations Principal | None | |
| Timothy P. Holmes | Annuity and Insurance Officer | None | |
| Jeff Seglem | Annuity and Insurance Officer | None | |
| Michael L. Kimmel | Assistant Secretary | None | |
| Marc P. Lindsay | Assistant Secretary | None | |
| Caroline Cosby | Secretary | None | |
| (c) | Not applicable | ||
Item 33. Location of Accounts and Records
The books, accounts, and other documents required to be maintained by Section 31 (a) of the Investment Company Act of 1940, as amended, and the rules promulgated thereunder will be maintained at the offices of the Registrant, 100 Vanguard Boulevard, Malvern, PA 19355; the Registrant’s Transfer Agent, The Vanguard Group, Inc., 100 Vanguard Boulevard, Malvern, PA 19355; the Registrant’s Custodians: Brown Brothers Harriman & Co., 50 Post Office Square, Boston, MA 02110-1548, The Bank of New York Mellon, One Wall Street, New York, NY 10286, and JPMorgan Chase Bank, 270 Park Avenue, New York, NY 10017-2070; and the Registrant’s investment advisors at their respective locations identified in Part B of this Registration Statement.
Item 34. Management Services
Other than as set forth in the section entitled “Management of the Funds” in Part B of this Registration Statement, the Registrant is not a party to any management-related service contract.
Item 35. Undertakings
Not Applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant hereby certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Valley Forge and the Commonwealth of Pennsylvania, on the13th day of July, 2017.
VANGUARD WHITEHALL FUNDS
BY:___________/s/ F. William Mc Nabb III*_________
F. William McNabb III
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated:
| Signature | Title | Date |
| /s/ F. William McNabb III* | Chairman and Chief | July 13, 2017 |
| Executive Officer | ||
| F. William McNabb | ||
| /s/ Emerson U. Fullwood* | Trustee | July 13, 2017 |
| Emerson U. Fullwood | ||
| /s/ Rajiv L. Gupta* | Trustee | July 13, 2017 |
| Rajiv L. Gupta | ||
| /s/ Amy Gutmann* | Trustee | July 13, 2017 |
| Amy Gutmann | ||
| /s/ JoAnn Heffernan Heisen* | Trustee | July 13, 2017 |
| JoAnn Heffernan Heisen | ||
| /s/ F. Joseph Loughrey* | Trustee | July 13, 2017 |
| F. Joseph Loughrey | ||
| /s/ Mark Loughridge* | Trustee | July 13, 2017 |
| Mark Loughridge | ||
| /s/ Scott C. Malpass* | Trustee | July 13, 2017 |
| Scott C. Malpass | ||
| /s/ André F. Perold* | Trustee | July 13, 2017 |
| André F. Perold | ||
| /s/ Peter F. Volanakis* | Trustee | July 13, 2017 |
| Peter F. Volanakis | ||
| /s/ Thomas J. Higgins* | Chief Financial Officer | July 13, 2017 |
| Thomas J. Higgins | ||
*By:/s/ Anne E. Robinson
Anne E. Robinson, pursuant to a Power of Attorney filed on October 4, 2016, see File Number 33-32548, Incorporated by Reference.
| INDEX TO EXHIBITS | |
| By-Laws, Amended and Restated By-Laws. | EX-99.B |
