[SHIP LOGO] [VANGUARD (R) LOGO]
P.O. Box 2600
Valley Forge, PA 19482-2600
610-669-1538
Judy_L_Gaines@vanguard.com
April 3, 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 Index Funds
Dear Mr. Sandoe:
The following responds to your comments of March 31, 2006 on the post-effective
amendment of the registration statement of the above-referenced registrant. You
commented on Post-Effective Amendment No. 99 that was filed on February 16,
2006.
Comment 1: 500 Index Fund - Prospectus - Investment Advisor
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Comment: Disclose how long Michael Buek as served as the Fund's
Portfolio Manager.
Response: We will make the requested revision.
Comment 2: 500 Index Fund - Prospectus - Primary Investment Strategy
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Comment: The Fund has a policy of investing "all or substantially all"
of its assets in the stocks of its target index. If that is a
policy based on the Names Rule, there should be a
corresponding representation that the policy will only be
changed upon 60 days' shareholder notice.
Response: This policy is based on the Names Rule. Accordingly, we will
add disclosure regarding requiring 60 days' shareholder notice
prior to changing the policy.
Comment 3: All Prospectuses - Frequent Trading or Market Timing
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Comment: Each Fund's broad policies with respect to frequent trading
and market-timing are disclosed under the heading "Frequent
Trading or Market-Timing." However, specific policies
applicable to discrete types of investors are disclosed in
various places throughout the "Investing with Vanguard"
section. All of each Fund's policies concerning frequent
trading and market-timing should be disclosed together under
the heading "Frequent Trading and Market-Timing."
April 3, 2006
Page 2
Response: We believe that each Fund's policies against frequent trading
and market-timing are properly disclosed in the prospectus
pursuant to Item 6(e)(4) of Form N-1A. Item 6(e)(4) does not
require that the specific policies applicable to each type of
shareholder be disclosed together in the prospectus. As such,
we believe that it is appropriate to have the general
discussion of each Fund's policies against frequent trading
and market-timing under the heading "Frequent Trading or
Market-Timing" with a reference to the "Investing with
Vanguard" section where specific policies applicable to
different types of shareholders and transactions are
disclosed.
We believe that removing the disclosure from the "Investing
with Vanguard" section and combining the disclosure into a
single "Frequent Trading and Market-Timing" section would make
the discussion of transaction policies incomplete in the
"Investing with Vanguard" section. Repeating the specific
policies in both the "Investing with Vanguard" section and
under the "Frequent Trading and Market-Timing" heading would
unnecessarily clutter the prospectus with duplicative
disclosure.
Comment 4: All Prospectuses - Back Cover
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Comment: Clarify that the shareholder reports and the SAI are available
at no charge at Vanguard's website.
Response: We will add the requested clarification.
Comment 5: VIPER Shares Prospectus - Investment Advisor
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Comment: Specify when each named Portfolio Manager began managing his
respective fund(s).
Response: We will add the requested clarification in the VIPER Shares
prospectus.
Comment 6: Total Stock Market Index Fund - Primary Investment Strategy
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Comment: Include the market capitalization range of the Fund's target
benchmark.
Response: We have considered the comment but do not plan to add the
requested disclosure. Form N-1A does not specifically require
that a market capitalization range be part of a fund's primary
investment strategy disclosure. This particular fund discloses
its strategy of tracking its target index that represents the
performance of the entire market. The fund replicates the
index by investing most of its assets in the index's largest
1200-1300 stocks, and it samples the remaining stocks. As a
result, like the index, the fund has a market capitalization
range that spans the market in its entirety. As such, we do
not think the requested disclosure is material in determining
whether to invest in the Fund.
Comment 7: Extended Market Index Fund - Primary Risks
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Comment: Include disclosure about the risks of small- and mid-cap
stocks.
Response: In the Investment Style Risk section we disclose that the
small- and mid-cap stocks held by the Fund could trail the
returns of the overall market. We also includes small- and
mid-cap risk disclosure with respect to this Fund in the Item
4 disclosure. We are satisfied that the level of disclosure
currently in the prospectus is sufficient.
April 3, 2006
Page 3
Comment 8 - Tandy Requirements
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Comment: The SEC is now requiring all registrants to provide at the end
of response letters to registration statement comments, the
following statements:
o The 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 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.
Response: As required by the SEC, we will provide the foregoing
acknowledgements.
* * * * *
As required by the SEC, the Fund acknowledges that:
o The 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 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
Securities Regulation, Legal Department