Correspondence 0001683863-23-007215 from VANGUARD WHITEHALL FUNDS (CIK 0001004655)
VANGUARD WHITEHALL FUNDS (CIK 0001004655)
Date: Oct. 24, 2023 · CIK: 0001004655 · Accession: 0001683863-23-007215
AI Filing Summary & Sentiment
Letter
Washington, DC 20549 Re: Vanguard Whitehall Funds (The "Trust") File No. 33"64845 Post"Effective Amendment No. 99 – Vanguard International Dividend Growth Fund
Dear Ms. Larkin,
This letter responds to your comments provided on October 5, 2023, to the above referenced post" effective amendment that was filed with the Commission on August 18, 2023. In this letter, Vanguard International Dividend Growth Fund, a series of the Trust, is referred to as the "Fund".
Prospectus:
Comment 1:
Principal Investment Strategies
Comment:
The Fund's name contains the word "Dividend." To satisfy Rule 35d"1, please add
an 80% policy and 60"day notice period to the prospectus.
Response:
After careful consideration of the Staff's comment, the Trust respectfully
maintains its position that Rule 35d"1 does not currently require the Fund to
adopt a policy to invest at least 80% of its assets in dividend paying securities.
The Trust believes that the term "dividend" is similar to the term "income" and
notes that the Staff clearly stated in its Frequently Asked Questions about Rule
35d"1 (December 4, 2001) ("Names Rule FAQ") that the term "income" would
not subject a fund to Rule 35d"1. Notably, the Staff did not specifically address
"income" as being subject to Rule 35d"1 in the recent Investment Company Act
of 1940 Release No. 35000 (September 20, 2023) ("Rule 35d"1 Adopting
Release") and the Names Rule FAQ remains relevant at the present time.
We continue to analyze the Rule 35d"1 Adopting Release and will consider, prior
to the compliance date of the Rule 35d"1 Adopting Release, whether adoption
of an 80% policy is appropriate for the Fund. However, at this time, the Fund will
not adopt an 80% investment policy in dividend paying securities pursuant to
Rule 35d"1.
P.O. Box 2600
Valley Forge, PA 19482
laura_bautista@vanguard.com
Comment 2:
Principal Investment Strategies
Comment:
The Staff notes that the prospectus indicates that the Fund will invest in stocks
"predominantly located in developed markets outside of the United States" and
that the Fund's name contains the word "International." Please expressly
describe and clarify how the Fund will invest its assets in investments in countries
other than the U.S. For example, the Fund could include a policy that under
normal market conditions, it would invest a significant amount of its assets (e.g.,
at least 40% of its assets), unless market conditions are not deemed favorable, at
which time the fund would invest less (e.g., 30% of its assets), in companies
organized or located in multiple countries outside of the U.S. or doing a
substantial amount of business in countries outside of the U.S. Also, please
explain how being organized or located in a country satisfies the expectation that
the investments of the Fund be tied economically to a number of countries
throughout the world. Refer to fn. 42 of Adopting Release for Rule 35d"1 under
the Investment Company Act of 1940 ("Adopting Release" or "IC"24828").
Response:
The Adopting Release states that, although "global" and "international" funds,
which are similar to "world" funds, are not subject to Rule 35d"1 under the
Investment Company Act of 1940, the terms "global" and "international"
connote diversification among investments in a number of different countries
throughout the world. Footnote 42 of the Adopting Release explains that the
SEC expects that funds using these terms in their names will invest their assets
in investments that are tied economically to a number of countries throughout
the world. The SEC Staff, in 2012, clarified that one way to satisfy this
requirement would be for a fund to invest, under normal market conditions, in
at least three different countries, and invest at least 40 percent of its assets
outside the United States or, if conditions are not favorable, invest at least 30
percent of its assets outside the United States. We believe that the Fund's
investment strategy conforms to the guidance found in the above footnote and
other Staff guidance.
As disclosed under Fund Summary—Principal Investment Strategies, "(t)he Fund
invests primarily in stocks that tend to offer current dividends and are
predominantly located in developed markets outside of the United States." We
believe that the current disclosure is consistent with SEC and staff guidance
concerning the use of the term "international" in the fund names.
Comment 3:
Principal Risks
P.O. Box 2600
Valley Forge, PA 19482
laura_bautista@vanguard.com
Comment:
The Staff notes that the prospectus indicates that "significant investments in the
consumer staples and health care sectors subject the Fund to proportionately
higher exposure to the risks of these sectors." Consider adding a separate sector
risk.
Response:
Sector risk disclosure for the consumer staples and health care sectors is currently
disclosed as a principal risk in the Fund's prospectus under the subheading
"Manager risk".
Comment 4:
More on the Fund " Security Selection
Comment:
The disclosure states that "[i]f the Fund is required to limit its investment in a
particular issuer, then the Fund may seek to obtain regulatory relief or ownership
waivers." Please provide a plain English explanation of this sentence.
Response:
The disclosure has been updated accordingly.
Comment 5:
More on the Fund " Other Investment Policies and Risks
Comment:
The disclosure states that the "[t]he Fund may invest in foreign issuers through
American Depositary Receipts (ADRs), European Depositary Receipts (EDRs),
Global Depositary Receipts (GDRs), or similar investment vehicles." Please explain
what is meant by "similar investment vehicles".
Response:
The disclosure has been updated accordingly.
Part C:
Comment 6:
Item 28. Exhibits
Comment:
For Item 28(i), explain why a legal opinion is not applicable.
Response:
A legal opinion was filed with the Trust's initial registration filing and consistent
with Delaware law, the representations in the Trust's initial legal opinion are
evergreen and applicable to each series, including the Fund, offered by the
Trust.
P.O. Box 2600
Valley Forge, PA 19482
laura_bautista@vanguard.com
Please contact me at anthony_coletta@vanguard.com with any questions or comments regarding the above responses.
Sincerely,
/s/ Anthony Coletta
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CORRESP
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filename1.htm
SEC Comment Response Letter
P.O. Box 2600
Valley Forge, PA 19482
laura_bautista@vanguard.com
October 24, 2023
Lisa N. Larkin, Esq.
via electronic filing
U.S. Securities & Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: Vanguard Whitehall Funds (The "Trust")
File No. 33"64845
Post"Effective Amendment No. 99 – Vanguard International Dividend Growth Fund
Dear Ms. Larkin,
This letter responds to your comments provided on October 5, 2023, to the above referenced post" effective amendment that was filed with the Commission on August 18, 2023. In this letter, Vanguard International Dividend Growth Fund, a series of the Trust, is referred to as the "Fund".
Prospectus:
Comment 1:
Principal Investment Strategies
Comment:
The Fund's name contains the word "Dividend." To satisfy Rule 35d"1, please add
an 80% policy and 60"day notice period to the prospectus.
Response:
After careful consideration of the Staff's comment, the Trust respectfully
maintains its position that Rule 35d"1 does not currently require the Fund to
adopt a policy to invest at least 80% of its assets in dividend paying securities.
The Trust believes that the term "dividend" is similar to the term "income" and
notes that the Staff clearly stated in its Frequently Asked Questions about Rule
35d"1 (December 4, 2001) ("Names Rule FAQ") that the term "income" would
not subject a fund to Rule 35d"1. Notably, the Staff did not specifically address
"income" as being subject to Rule 35d"1 in the recent Investment Company Act
of 1940 Release No. 35000 (September 20, 2023) ("Rule 35d"1 Adopting
Release") and the Names Rule FAQ remains relevant at the present time.
We continue to analyze the Rule 35d"1 Adopting Release and will consider, prior
to the compliance date of the Rule 35d"1 Adopting Release, whether adoption
of an 80% policy is appropriate for the Fund. However, at this time, the Fund will
not adopt an 80% investment policy in dividend paying securities pursuant to
Rule 35d"1.
1
P.O. Box 2600
Valley Forge, PA 19482
laura_bautista@vanguard.com
Comment 2:
Principal Investment Strategies
Comment:
The Staff notes that the prospectus indicates that the Fund will invest in stocks
"predominantly located in developed markets outside of the United States" and
that the Fund's name contains the word "International." Please expressly
describe and clarify how the Fund will invest its assets in investments in countries
other than the U.S. For example, the Fund could include a policy that under
normal market conditions, it would invest a significant amount of its assets (e.g.,
at least 40% of its assets), unless market conditions are not deemed favorable, at
which time the fund would invest less (e.g., 30% of its assets), in companies
organized or located in multiple countries outside of the U.S. or doing a
substantial amount of business in countries outside of the U.S. Also, please
explain how being organized or located in a country satisfies the expectation that
the investments of the Fund be tied economically to a number of countries
throughout the world. Refer to fn. 42 of Adopting Release for Rule 35d"1 under
the Investment Company Act of 1940 ("Adopting Release" or "IC"24828").
Response:
The Adopting Release states that, although "global" and "international" funds,
which are similar to "world" funds, are not subject to Rule 35d"1 under the
Investment Company Act of 1940, the terms "global" and "international"
connote diversification among investments in a number of different countries
throughout the world. Footnote 42 of the Adopting Release explains that the
SEC expects that funds using these terms in their names will invest their assets
in investments that are tied economically to a number of countries throughout
the world. The SEC Staff, in 2012, clarified that one way to satisfy this
requirement would be for a fund to invest, under normal market conditions, in
at least three different countries, and invest at least 40 percent of its assets
outside the United States or, if conditions are not favorable, invest at least 30
percent of its assets outside the United States. We believe that the Fund's
investment strategy conforms to the guidance found in the above footnote and
other Staff guidance.
As disclosed under Fund Summary—Principal Investment Strategies, "(t)he Fund
invests primarily in stocks that tend to offer current dividends and are
predominantly located in developed markets outside of the United States." We
believe that the current disclosure is consistent with SEC and staff guidance
concerning the use of the term "international" in the fund names.
Comment 3:
Principal Risks
2
P.O. Box 2600
Valley Forge, PA 19482
laura_bautista@vanguard.com
Comment:
The Staff notes that the prospectus indicates that "significant investments in the
consumer staples and health care sectors subject the Fund to proportionately
higher exposure to the risks of these sectors." Consider adding a separate sector
risk.
Response:
Sector risk disclosure for the consumer staples and health care sectors is currently
disclosed as a principal risk in the Fund's prospectus under the subheading
"Manager risk".
Comment 4:
More on the Fund " Security Selection
Comment:
The disclosure states that "[i]f the Fund is required to limit its investment in a
particular issuer, then the Fund may seek to obtain regulatory relief or ownership
waivers." Please provide a plain English explanation of this sentence.
Response:
The disclosure has been updated accordingly.
Comment 5:
More on the Fund " Other Investment Policies and Risks
Comment:
The disclosure states that the "[t]he Fund may invest in foreign issuers through
American Depositary Receipts (ADRs), European Depositary Receipts (EDRs),
Global Depositary Receipts (GDRs), or similar investment vehicles." Please explain
what is meant by "similar investment vehicles".
Response:
The disclosure has been updated accordingly.
Part C:
Comment 6:
Item 28. Exhibits
Comment:
For Item 28(i), explain why a legal opinion is not applicable.
Response:
A legal opinion was filed with the Trust's initial registration filing and consistent
with Delaware law, the representations in the Trust's initial legal opinion are
evergreen and applicable to each series, including the Fund, offered by the
Trust.
3
P.O. Box 2600
Valley Forge, PA 19482
laura_bautista@vanguard.com
Please contact me at anthony_coletta@vanguard.com with any questions or comments regarding the above responses.
Sincerely,
/s/ Anthony Coletta
Anthony V. Coletta
Assistant General Counsel
The Vanguard Group, Inc.
4