(SHIP GRAPHIC) VANGUARD(R)
P.O. Box 2600
Valley Forge, PA 19482-2600
610-669-1538
Judy_L_Gaines@vanguard.com
August 1, 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 Whitehall Funds
Dear Mr. Sandoe,
The following responds to your comments of July 25, 2006 on the
post-effective amendment of the registration statement of the above-referenced
registrant. You commented on Post-Effective Amendment No. 31 that was filed on
June 8, 2006.
Comment 1: Prospectus - Primary Investment Strategies
Comment: Provide more detail in this section regarding the investment
strategies.
Response: Since this fund is run by multiple advisors, the specifics
about the security selection process are more detailed than we
think warrants discussion in the fund profile. Accordingly,
while we have considered the comment, we prefer to keep the
disclosure as it currently reads in Item 2, and keep the
detail in our Item 4 disclosure.
Comment 2: Prospectus - Security Selection
Comment: What does Chartwell Investment Partners consider an
"intermediate-term time horizon" for equity securities?
Response: Chartwell characterizes intermediate-term as between nine
months and three years. We do not plan to add that level of
specificity to the prospectus disclosure, though, as it is not
required by Form N-1A, and we don't think it would be helpful
to someone making an investment decision regarding the Fund.
Comment 3: Prospectus - Plain Talk About the Fund's Portfolio Managers
Comment: Better clarify Mark J. Cunneen's business experience during
the past five years.
Response: We have reviewed our disclosure and think the existing
disclosure satisfies Form N-1A and adequately explains. Our
disclosure explains that since 1992, which more than covers
the past Five years, Mr. Cunneen has been a manager of equity
portfolios. We have specified that he served in this capacity
at Chartwell since 2003. We do not disclose prior employers of
our Portfolio Managers, nor does Form
Christian Sandoe, Esq.
August 1, 2006
Page 2
N-1A require that a prospectus specifically disclose all
employers of a PM over the past five years. Accordingly, we
consider our disclosure compliant, and do not plan to make
any changes.
Comment 4: SAI - Date of Prospectuses
Comment: The SAI and Mid-Cap Growth Fund prospectus will be effective
as of August 2006, but the prospectus for Selected Value Fund
and International Explorer Funds, the other series' of
Vanguard Whitehall Funds, are dated February 2006. How can a
February prospectus incorporate by reference an SAI that did
not exist until August?
Response: In response to Item 1(b) of Form N-1A, we disclose on the back
cover of all prospectuses that:
"The SAI contains more detailed information about the Fund.
The current annual and semiannual reports and the SAI are
incorporated by reference into (and are thus legally a part
of) this prospectus.
To receive a free copy of the latest annual or semiannual
report or the SAI, or to request additional information about
the Fund or other Vanguard funds, please visit our website or
contact us as follows."
Our use of the terms "current" and "latest" are intended to
make clear to investors that we are incorporating by reference
the most recent version of SAI. Additionally, nothing in
Instruction D to Form N-1A specifically prohibits a
forward-looking incorporation by reference. Accordingly, we
think our approach complies with Form N-1A and best serves the
interest of shareholders who would otherwise have to bear the
cost of reprinting prospectuses for the sole purpose of having
the same date as the corresponding SAI.
Comment 5: SAI - PM Compensation
Comment: Please provide some more detail regarding Donald Smith & Co.'s
bonus structure.
Response: Incentive is based on performance of the individual portfolio
manager/analyst's "theoretical portfolio" as opposed to an
individual client's portfolio. The reason for this is that not
every client portfolio is made up of the same weightings in an
individual PM/analyst's sub-portfolio. We will amend the SAI
disclosure to better capture this approach, and to clarify the
benchmark for the Vanguard fund managed by Donald Smith & Co.
Comment 6: SAI - Financial Statements
Comment: The filing should reflect the inclusion of six-month financial
statements.
Response: We will make the requested revision.
Comment 7: Tandy Requirements
As required by the SEC, we will provide the foregoing acknowledgements.
- 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.
Christian Sandoe, Esq.
August 1, 2006
Page 3
- 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