P.O. Box 2600
Valley Forge, PA 19482-2600
610-669-1538
Judy_L_Gaines@vanguard.com
August 9, 2010
Christian Sandoe, Esq.
U.S. Securities & Exchange Commission via electronic filing
100 F Street, N.E.
Washington, DC 20549
RE: Vanguard Index Funds; File No. 2-56846
Dear Mr. Sandoe,
The following responds to your comments of August 6, 2010 on the post-effective amendment of the registration statement of the above-referenced registrant. You commented on Post-Effective Amendment No. 117 that was filed on June 25, 2010 pursuant to Rule 485(a). The following comments apply to the Vanguard 500 ETF.
Comment 1: Fees and Expenses
Comment: The Fund’s estimated annual operating expense ratio is provided without a breakdown of the management and other expenses.
Response: The estimated annual operating expense ratio will be provided, along with the breakdown of the management and other expenses, in a subsequent filing before the Fund goes effective.
Comment 2: Primary Investment Strategies
Comment: Include the market capitalization strategy for the Fund.
Response: The Item 9 disclosure includes the Fund’s asset-weighted median market capitalization. We consider this placement to be sufficient and appropriate.
Comment 3: Primary Risks
Comment: Consider adding small and/or mid-cap risk to the primary investment strategy
disclosure.
Response: This Fund will invest predominantly in large-cap stocks, and will track an index with a weighted average market cap of $75.2 billion as of June 30, 2010. Accordingly, we do not consider the Fund’s minimal exposure to small- and mid-cap stocks to warrant discussion in the primary risk section.
Comment 4: Primary Risks
Comment: Unless the Fund is advised by or sold through an insured depository institution, delete the sentence stating that “an investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the [FDIC] or any other governmental agency.”
Response: The Fund may be sold through depository institutions. Therefore, we will retain this disclosure.
Comment 5: Tax Information
Comment: Delete all but the first sentence of this section, which states that the Fund’s distributions may be taxed as ordinary income or capital gain.
Response: We will make the requested edit.
Comment 6: SAI–Fundamental Policies
Comment: The second to last paragraph of the fundamental policies section states that “unless otherwise required by the 1940 Act, if a percentage restriction is adhered to at the time the investment is made, a later change in the percentage resulting from a change in the market value of assets will not constitute a violation of the restriction.” Please modify the disclosure to note that a fund’s borrowing is an exception to the general rule stated above.
Response: We have modified the disclosure as requested.
Comment 7: Tandy Requirements
As required by the SEC, the Fund acknowledges that:
· The 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.
· The 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) 669-1538 with any questions or comments regarding the above responses. Thank you.
Sincerely,
Judith L. Gaines
Associate Counsel