[SHIP LOGO][VANGUARD (R) LOGO]
P.O. Box 2600
Valley Forge, PA 19482-2600
610-503-5693
Natalie_S_Bej@vanguard.com
June 19, 2006
Christian Sandoe, Esq.
Division of Investment Management
U.S. Securities and Exchange Commission via electronic filing
100 F Street, N.E.
Washington, D.C. 20549
RE: Vanguard Index Funds
Dear Mr. Sandoe,
The following responds to your comments of June 9, 2006, on Post-Effective
Amendment No. 101 to the registration statement on Form N-1A of the above-named
registrant ("Post-Effective Amendment"). You commented on the Post-Effective
Amendment that was filed with the Commission on April 27, 2006, pursuant to Rule
485(a) under the Securities Act of 1933.
Set forth below are the staff's comments and the Funds' responses. In this
letter, the series of the registrant are referred to collectively as "Funds,"
and individually as a "Fund."
Comment 1: Statement of Additional Information - Description of
Compensation
- ----------------------------------------------------------------------
Comment: The description of portfolio manager compensation provides
that a portfolio manager's bonus is determined by a number of
factors, including gross, pre-tax performance of the fund
relative to expectations for how the fund should have
performed, given the fund's objective, policies, strategies,
and limitations, and the market environment during the
measurement period. Please define the measurement period.
Response: The current disclosure in this section also provides that, for
the index funds, the performance factor depends on how closely
the portfolio manager tracks the fund's benchmark index over a
one-year period. The index funds are the only funds described
in this statement of additional information. We believe that
the current disclosure is appropriate.
Tandy Requirements
- ------------------
Comment: The Commission 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.
Christian Sandoe, Esq.
June 19, 2006
Page 2
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: We will provide the foregoing acknowledgements.
* * *
As required by the Securities and Exchange Commission, 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) 503-5693 with any questions or comments regarding the
above responses. Thank you.
Sincerely,
Natalie S. Bej
Associate Counsel
Securities Regulation, Legal Department