SecProbe.io

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                                   [SHIP LOGO]
                          [THE VANGUARD GROUP(R) LOGO]

                                           May 11, 2005

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 Trustees' Equity Fund (the "Trust")

Dear Mr. Sandoe:

  The following responds to your comments of May 9, 2005 on the post-effective
amendment of the Trust's registration statement. You commented on Post-Effective
Amendment No. 38 that was filed on March 21, 2005 pursuant to Rule 485(a), and
all of your comments pertained to the Diversified Equity Fund (the "Fund").

Comment 1:   Prospectus - Primary Investment Strategies
-------------------------------------------------------
Comment:          Disclose the market-cap range of the fund.

Response:         We already disclose that "the Fund's holdings comprise large-,
                  mid-, and small-capitalization stocks." Since we are
                  disclosing the fact that the fund invests across all
                  capitalizations, we do not deem it necessary or beneficial to
                  a reader to provide a dollar amount range.

Comment 2:        Prospectus - Primary Risks
--------------------------------------------
Comment:          Add mid-cap risk to this section.

Response:         Item 2 of Form N-1A requires a summary of "the principal risks
                  of investing in the Fund, including the risks to which the
                  Fund's portfolio as a whole is subject" (emphasis added).
                  This requires disclosure of the risks of a fund's overall
                  portfolio, not every risk associated with each type of
                  security held by the fund.  The Commission's approach to risk
                  disclosure is succinctly summarized in the 1998 release
                  adopting sweeping revisions to Form N-1A (Investment Company
                  Act Release No. 23064 (March 13, 1998).  Part II.A.3.b of the
                  release states "disclosure about the risks associated with
                  each type of security in which the fund may invest does not
                  effectively communicate to [investors] the overall risks of
                  investing in the fund.  In the Commission's view, disclosing
                  the risks of each possible portfolio investment, rather than
                  the overall risks of investing in a fund, does not help
                  investors evaluate a particular fund or compare the risks of
                  the fund with those of other funds."
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                  Applying the Commission's position to Diversified Equity Fund,
                  we conclude that disclosing mid-cap risk in Item 2 would not
                  effectively communicate the overall risks of investing in the
                  Fund. The risk of investing in funds focused on mid- or
                  small-cap stocks is that their returns can be more volatile
                  than the returns of funds investing in large-cap stocks. This
                  risk, however, is not significant for Diversified Equity Fund
                  for two primary reasons. First, large-capitalization stocks
                  constitute the preponderance of the Fund's assets. Second, the
                  Fund's exposure to mid-and small-cap stocks is spread across
                  the whole universe of domestic stocks. The result of this
                  diversification is to limit sector-specific and stock-specific
                  risk, including mid-cap risk.

                  Highlighting the potential volatility of a relatively small
                  portion of the Fund's holdings in the Primary Risks section of
                  the prospectus would be inappropriate, potentially misleading,
                  and contrary to the intent of the Commission.

Comment 3:        Prospectus - More on the Fund
-----------------------------------------------
Comment:          Include nondiversification risk as a primary risk of the Fund.

Response:         We do not plan to amend our disclosure in response to this
                  comment because we do not consider non-diversification risk to
                  be a primary risk for the Fund. The Fund is classified as
                  non-diversified solely because of a position taken by the
                  Commission staff several years ago. In reality, the Fund's
                  portfolio is thoroughly diversified, and that is unlikely to
                  change in the foreseeable future. Accordingly, highlighting
                  non-diversification as a risk in Item 2, in our view, would
                  actually mislead investors about the risks of the Fund.
                  General Instruction C.1(b) of Form N-1A admonishes funds not
                  to "disproportionately emphasiz[e] possible investments or
                  activities of the Fund that are not a significant part of the
                  Fund's operations."1

                  The likelihood of a fund of funds ever being hurt
                  disproportionately by a decline in the prices of just a few
                  securities is extremely remote. All of Vanguard's
                  funds-of-funds, on a look-through basis, invest in hundreds of
                  securities and easily meet the diversification tests of the
                  Investment Company Act. Nevertheless, we will continue to
                  disclose, in Item 4, that the Fund is classified as
                  non-diversified and explain why that is.

Comment 4:        Market Exposure
---------------------------------
Comment:          If foreign investing is a principal risk of the Fund, include
                  the relevant disclosure in the Primary Risk section of the
                  prospectus.

-------------------------------
1 See also Investment Company Act Release No. 23064 (March 13, 1998) In adopting
Form N-1A, the Commission stated that the purpose of the summary risk disclosure
in a fund's prospectus is to identify briefly the principal risks of investing
in the particular fund and to emphasize those risks reasonably likely to affect
the fund's performance.
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Response:         While each of the underlying funds invests to some degree in
                  foreign securities, in the aggregate the Fund does not invest
                  in foreign securities to the extent that would warrant
                  disclosure in the Primary Risk section.

Comment 5:        Security Selection
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Comment:          Based on the fact that the Fund invests in Vanguard Explorer
                  Fund, disclose the risks associated with an investment in
                  small-cap stocks.

Response:         We do not consider small-cap risk to be a primary risk of the
                  Fund in the aggregate.  However, we will amend our Item 4
                  disclosure to address the fact that the underlying fund has
                  small-cap risk.

Comment 6:        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                     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
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