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Vanguard California Tax-Exempt Bond ETF

        P.O. Box 2600

        Valley Forge, PA 19482

        jeremy_esperon@vanguard.com

        via electronic filing

        January 16, 2024

        Lisa N. Larkin, Esq.

        U.S. Securities and Exchange Commission

        100 F Street, N.E.

        Washington, DC 20549

                    Re:

                    Vanguard California Tax-Free Funds (the "Trust")

                    File No. 33-01569

                    Post-Effective Amendment No. 63 ("PEA No. 63")

        Dear Ms. Larkin,

        This letter responds to your comments provided on December 12, 2023, to PEA No. 63, which was filed with the Commission on October 27, 2023, for the purpose of adding Vanguard California Tax-Exempt Bond ETF (the "Fund") as a new series of the Trust.

                    Comment 1:

                    Fees and Expenses

                    Comment:

                    Please supplementally confirm that the fee table and expense examples will be

                    completed in the 485(b) filing.

                    Response:

                    Confirmed.

                    Comment 2:

                    Principal Investment Strategies

                    Comment:

                    The Fund's investment strategy states that "[t]his index comprises municipal bonds

                    issued in the State of California and primarily includes municipal bonds from

                    issuers in California that are California state or local governments or agencies

                    whose interest payments are exempt from U.S. federal and California state income

                    taxes." If appropriate, please consider adding a reference to the alternative

                    minimum tax.

                    Response:

                    The requested change has been made.

                    Comment 3:

                    Principal Investment Strategies

                    Comment:

                    The last paragraph of this section states that "[u]nder normal circumstances, at least

                    80% of the Fund's assets will be invested in securities whose income will be

                    exempt from federal income taxes, including the federal alternative minimum tax,

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        P.O. Box 2600

        Valley Forge, PA 19482

        jeremy_esperon@vanguard.com

                    and California state income taxes" (emphasis added). Please revise the reference

                    to "securities" to instead state "fixed income securities."

                    Response:

                    The requested change has been made.

                    Comment 4:

                    Principal Investment Strategies

                    Comment:

                    Under "Tax Information," second sentence, please consider adding a reference to

                    the alternative minimum tax.

                    Response:

                    The requested disclosure has been added.

                    Comment 5:

                    Security Selection

                    Comment:

                    Please ensure that the Item 9 section includes disclosure regarding the

                    Fund's fundamental 80% investment policy. See instruction 5 to Item 9(b)(1) of

                    Form N-1A.

                    Response:

                    The requested disclosure has been added.

                    Comment 6:

                    Security Selection

                    Comment:

                    The disclosure states that "the Fund may invest a small portion of its assets in

                    fixed income futures, which are a type of derivative, and/or shares of exchange-

                    traded funds (ETFs)." The Staff notes that the Fund's ability to invest in fixed

                    income futures is also noted earlier in this section. Please consider removing

                    this second reference to fixed income futures.

                    Response:

                    The requested change has been made.

                    Comment 7:

                    Security Selection

                    Comment:

                    Please confirm the Fund does not invest in instruments traded outside

                    of a collateralized settlement system.

                    Response:

                    Confirmed.

                    Comment 8:

                    Legal Opinion

                    Comment:

                    The Part C states that the Legal Opinion is "Not Applicable." The Staff notes

                    prior correspondence with Vanguard and requests further analysis explaining why this requirement

                    is not applicable.

                    Response:

                    As previously noted to the Staff, a legal opinion was issued in connection with

                    the Trust's initial registration statement filing. Consistent with Delaware

        law, the representations in that opinion are evergreen and applicable to each series of the Trust, whether currently existing at the time the opinion was issued or subsequently created and thus, a new legal opinion is not required to be filed in connection with the launch of the Fund. Under Delaware law, counsel can issue an opinion at the formation of a trust that all shares of each series and class thereof, when issued against payment therefor as described in and in

                    accordance with the applicable

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        P.O. Box 2600

        Valley Forge, PA 19482

        jeremy_esperon@vanguard.com

        registration statement of the trust and its declaration of trust and bylaws, will be legally issued, fully paid, and nonassessable. This opinion would be "evergreen" in the sense that it would apply to the shares of each series and class existing when the opinion was delivered and the shares of each series and class established after the opinion was delivered.1

        Please contact me at jeremy_esperon@vanguard.com with any questions or comments regarding the above.

        Sincerely,

        /s/ Jeremy Esperon

        Senior Counsel

        Jeremy Esperon

        The Vanguard Group, Inc.

        1We note that Staff Legal Bulletin 19 focuses on the "registrant" and not the individual series. See Legality and Tax Opinions in Registered Offerings: Staff Legal Bulletin No. 19, Division of Corporation Finance, U.S. Securities and Exchange Commission (October 14, 2011): "The staff understands the phrase "legally issued" (the opinion may say "validly issued") to mean that: (1) the registrant is validly existing under the laws of the jurisdiction in which it is incorporated, and the securities are duly authorized; (2) the actions required by applicable state corporation law to approve the issuance of the securities have been taken; and (3) the securities have been or will be issued in compliance with the requirements of that law, the registrant's certificate or articles of incorporation and bylaws, and the resolutions approving the issuance of those securities. The staff understands the phrase "duly authorized" to mean that the corporation, under applicable law, its certificate or articles of incorporation and its bylaws, has the power to issue the shares and has taken all corporate actions necessary to create that power. The staff understands the phrase "fully paid" to mean that the consideration received by the registrant satisfies, in both type and amount, the requirements of applicable state corporation law, the registrant's certificate or articles of incorporation and bylaws, the resolutions approving the issuance, and any other applicable agreement. Because the opinion must be filed before the registration statement becomes effective, the staff does not object if counsel assumes that the registrant will receive the required consideration." (emphasis added).

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