[SHIP LOGO]
[THE VANGUARD GROUP/(R)/LOGO]
February 7, 2006
Christian Sandoe, Esq.
Division of Investment Management
U.S. Securities and Exchange Commission via electronic filing
450 Fifth Street,
N.W., Fifth Floor
Washington, D.C. 20549
Re: Vanguard International Equity Index Funds
Dear Mr. Sandoe:
The following responds to your comments of February 6, 2006 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
December 23, 2005.
COMMENT 1: PROSPECTUS - MORE ON THE FUNDS
- ------------------------------------------------
Comment: Please confirm that the 80% test required by the Names Rule is
applied based on each fund's current name.
Response: The 80% test required by the Names Rule is applied based on
each fund's current name.
COMMENT 2: VIPER SHARES PROSPECTUS - RISK/RETURN SUMMARY
- ----------------------------------------------------------------
Comment: In the sentence immediately preceding the bar chart, please
clarify that the Fund's past returns (before and after
taxes) do not indicate how the Fund will perform in the
future.
Response: For each fund, the sentence will include the parenthetical,
"(before and after taxes)."
COMMENT 3: SAI - PORTFOLIO MANAGER COMPENSATION
- ------------------------------------------------------
Comment: Please revise the Description of Material Conflicts of
Interest disclosure to describe what those conflicts might be.
Response: We will make the requested modification.
COMMENT 4: SAI - PORTFOLIO MANAGER COMPENSATION
- ------------------------------------------------------
Comment: Please revise the Description of Compensation disclosure so it
describes the compensation of the Funds' PMs, rather
than a general discussion of PM compensation.
February 7, 2006
Christian Sandoe
Page 2 of 2
Response: The funds' PMs are Vanguard employees and, as such, their
compensation is calculated in the same manner as all PMs who
are Vanguard employees. Our disclosure is drafted generally
because the same portfolio compensation disclosure is
appropriate for all Vanguard-managed funds. Accordingly, we
think the Description of Compensation disclosure is
appropriate as written.
COMMENT 5 - TANDY REQUIREMENTS
- -------------------------------
Comment: The SEC is now requiring all registrants to provide at the end
of response letters to registration statement
comments, the following statements:
o Each Fund is responsible for the adequacy and accuracy of
the disclosure in the filing.
o 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.
o 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.
Response: As required by the SEC, we will provide the foregoing
acknowledgements.
* * * * *
As required by the SEC, the Funds acknowledge that:
o Each Fund is responsible for the adequacy and accuracy of
the disclosure in the filing.
o 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.
o 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) 669-1538 with any questions or comments
regarding the above responses. Thank you.
Sincerely,
Judith L. Gaines
Associate Counsel