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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
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1. Name and Address of Issuer:
VANGUARD WHITEHALL FUNDS, INC.
THE VANGUARD GROUP, INC.
c/o Vanguard Financial Center
P. O. Box 2600
Valley Forge, Pennsylvania 19482-2600
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2. Name of each series or class of funds for which this notice is filed:
VANGUARD WHITEHALL FUNDS, INC.
Vanguard Selected Value Portfolio
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3. Investment Company Act of 1940 File No.: 811-07443
Securities Act of 1933 File No.: 33-64845
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4. Last day of fiscal year for which this notice is filed:
10/31/96
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5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold after
the close of the fiscal year but before termination of the issuer's 24f-2
declaration.
N/A [ ]
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
N/A
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7. Number and amount of securities of the same class of series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning of
the fiscal year:
NONE
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8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24f-2:
NONE
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9. Number and aggregate sale price of securities sold during the fiscal year:
10,742,341 Shares
$108,204,155. Aggregate Sales Price
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10. Number and aggregate sale price of securities sold during the fiscal year in
reliance upon registration pursuant to rule 24f-2:
10,742,341 Shares
$108,204,155. Aggregate Sales Price
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11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable (see
instruction B.7):
N/A
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during $ 108,204,155
the fiscal year in reliance on rule 24f-2 --------------
(from Item 10):
(ii) Aggregate price of shares issued in connection + N/A
with dividend reinvestment plans (from Item 11, --------------
if applicable):
(iii) Aggregate price of shares redeemed or repurchased - 15,361,049
during the fiscal year (if applicable): --------------
(iv) Aggregate price of shares redeemed or repurchased + N/A
and previously applied as a reduction to filing fees -------------
pursuant to rule 24e-2 (if applicable):
(v) Net aggregate price of securities sold and issued 92,843,106
during the fiscal year in reliance on rule 24f-2 -------------
(line (i), plus line (ii), less line (iii), plus
line (iv) (if applicable):
(vi) Multiplier prescribed by Section 6(b) of the x 1/33 of 1%
Securities Act of 1933 or other applicable law -------------
or regulation (see Instruction C.6):
(vii) Fee due [line (i) or line (v) multiplied by line (vi)] $ 28,134.28
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Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the
issuer's fiscal year. See Instruction C.3.
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13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of Informal and Other
Procedures (17 CFR 202.3a). [ ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
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SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/__________________________________________________
Raymond J. Klapinsky, Senior Vice President and
Secretary
Date:_________________
*Please print the name and title of the signing officer below the signature.
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"EXHIBIT B"
December 30, 1996
VANGUARD WHITEHALL FUNDS, INC.
1300 Morris Drive, P. O. Box 876
Valley Forge, PA 19482
Gentlemen:
I am acting as counsel to VANGUARD WHITEHALL FUNDS, INC. (the "Fund"), in
connection with its registration as an open-end management investment company
under the Investment Company Act of 1940 ("1940 Act"), as amended. It is in my
capacity as counsel to the Fund that I am furnishing you this opinion.
I have examined the Fund's: (1) Articles of Incorporation, and amendments
thereto; (2) Minutes of the meetings of Shareholders and Directors; (3)
Notification of Registration on Form N-8A under the 1940 Act; (4) Registration
on Form N-1A under the Securities Act of 1933 ("1933 Act") and 1940 Act, and all
amendments thereto; and (5) all other relevant documents and records, as well as
the procedures and requirements relative to the issuance and sale of the Fund's
shares.
The Fund is authorized to issue 250,000,000 shares of its common stock with a
par value of $.001 per share. On October 31, 1996 (the end of the Fund's fiscal
year), the Fund had issued and outstanding a total of approximately 9,199,745
shares.
My examination also disclosed the following information:
1. On November 1, 1995, (the beginning of the Fund's fiscal year), the Fund did
not have any securities registered under the 1933 Act other than pursuant to
Rule 24f-2 of the 1940 Act.
2. During the fiscal year ended October 31, 1996, the Fund did not register any
securities under the 1933 Act other than pursuant to Rule 24f-2.
3. During the fiscal year ended October 31, 1996, the Fund sold a total of
approximately 10,742,341 shares, having an aggregate sales price of
$108,204,155. in reliance upon registration pursuant to Rule 24f-2 of the 1940
Act.
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4. During the fiscal year ended October 31, 1996, the Fund redeemed 1,542,596
shares, having a total aggregate redemption price of $15,361,049.
You have instructed me to file, on behalf of the Fund, a Notice pursuant to Rule
24f-2 of the 1940 Act, for the purpose of registering, under the 1933 Act, the
shares set forth above which were sold by the Fund during the fiscal year.
Based upon the foregoing information and my examination, it is my opinion that:
1. The Fund is a valid and subsisting corporation of the State of Maryland,
authorized to issue 250,000,000 shares of its common stock, with a $.001 par
value per share;
2. The proposed registration of the 10,742,341 shares of (the Fund's) common
stock sold by the Fund during the fiscal year ended October 31, 1996, pursuant
to Rule 24f-2 of the 1940 Act is proper, and that such shares, which were issued
for a consideration deemed by the Board of Directors to be consistent with the
Fund's Articles of Incorporation, were lawfully issued, fully paid, and
non-assessable;
3. The holders of such shares have all the rights provided with respect to such
holdings by the Articles of Incorporation and the laws of the State of Maryland.
I hereby consent to the use of this opinion as an Exhibit to the Rule 24f-2
Notice filed on behalf of the Fund, covering the registration of such shares
under the 1933 Act, and to the applications and registration statements, and
amendments thereto, filed in accordance with the securities laws of the states
in which shares of the Fund are offered. I further consent to reference in the
Prospectus of the Fund to the fact that this opinion concerning the legality of
the issue has been rendered by me.
Very truly yours,
By: Raymond J. Klapinsky
Counsel
RJK/kjg/cjk
