SHIP LOGO VANGUARD(R)
P.O. Box 2600
Valley Forge, PA 19482-2600
610-669-1538
Judy_L_Gaines@vanguard.com
February 5, 2007
Christian Sandoe, Esq.
U.S. Securities & Exchange Commission via electronic filing
100 F Street, N.E.
Washington, DC 20549
RE: Vanguard International Equity Index Funds
Dear Mr. Sandoe,
The following responds to your comments of January 29, 2007 on the
post-effective amendment of the registration statement of the above-referenced
registrant. You commented on Post-Effective Amendment No. 53 that was filed on
December 15, 2006.
Comment 1: Prospectus - An Introduction to Index Funds
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Comment: This disclosure should not be placed between the Item 1 and
Item 2 disclosure. Consider either condensing this section,
or moving it elsewhere.
Response: We will move the Introduction to Index Funds so it immediately
precedes the Item 4 disclosure.
Comment 2: Prospectus - Security Selection
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Comment: Based on the fund's market capitalization, disclose any small-
or mid-cap risk, as appropriate.
Response: The fund's market capitalization range is $45 million to $222
billion. The fund has no exposure to small-cap, so related
risk disclosure is not appropriate. The fund has exposure to
mid-cap stocks, but not significant enough to warrant Item 2
disclosure. We will, however, add mid-cap risk to our Item 4
disclosure.
Comment 3: Prospectus - Investment Advisor
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Comment: Include the disclosure required by Item 5(a)(1)(iii) of Form
N-1A that directs an investor to an appropriate shareholder
report for information regarding the basis of the directors'
approval of the advisory arrangements for the Fund.
Response: We will make the requested modification.
Christian Sandoe, Esq.
February 1, 2007
Page 2
Comment 4: Prospectus - Investment Advisor
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Comment: Amend the Plain Talk About the Portfolio Manager to clarify
when Mr. Kelly began managing equity portfolios.
Response: We will make the requested modification.
Comment 5: Prospectus Primary Investment Strategy
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Comment: This Fund has a policy of investing at least 90% of its assets
in stocks of its Index, and a representative sample of the
remaining stocks. This policy differs from other Vanguard
index funds that have a policy of investing "all, or
substantially all, of their assets" in the stocks of their
indexes. Explain this divergence, and how this 90% policy does
not violate Section 35(d) of the 1940 Act.
Response: Section 35(d) prohibits the use of deceptive or misleading
fund names. It is our position that the fund's name is neither
deceptive nor misleading.
Most of Vanguard's index funds that employ the replication
method of indexing have a stated policy of investing all, or
substantially all, of their assets in the stocks of their
respective indexes. This disclosure came about after the
implementation of Rule 35d-1. We were initially required to
include disclosure stating an 80% policy for our index funds.
Funds that replicate invest substantially more than 80% of
their assets in stocks of their index, so we worked with the
SEC and agreed to disclose the "all or substantially all"
policy for our replication funds.
This fund employs a sampling method of indexing and, as such,
our disclosure differs from that of our replicating index
funds. For clarification purposes, we will modify the 90%
disclosure to better explain that the fund will invest at
least 90% of its assets in stocks of its Index, and "the
remainder of its assets in" a representative sampling of the
remaining stocks. This reworded 90% policy accurately
describes how the fund will invest its assets, and is fully
compliant with both Section 35(d) and Rule 35d-1.
Comment 6: Tandy Requirements
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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
Securities Regulation, Legal Department