-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KV68s19UsZeSihBVvg0xCLScLqQARBBaw0FWGj2K1xKpoSvioKjx6dKbG1dIH8Yr 9kqF73ku7fMGCm+/9m6H7g== 0000932471-09-001826.txt : 20091119 0000932471-09-001826.hdr.sgml : 20091119 20091119104718 ACCESSION NUMBER: 0000932471-09-001826 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20091119 DATE AS OF CHANGE: 20091119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VANGUARD SCOTTSDALE FUNDS CENTRAL INDEX KEY: 0001021882 IRS NUMBER: 232439140 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-34553 FILM NUMBER: 091194915 BUSINESS ADDRESS: STREET 1: PO BOX 2600 STREET 2: V26 CITY: VALLEY FORGE STATE: PA ZIP: 19482 BUSINESS PHONE: 6106696295 MAIL ADDRESS: STREET 1: PO BOX 2600 STREET 2: V26 CITY: VALLEY FORGE STATE: PA ZIP: 19482 FORMER COMPANY: FORMER CONFORMED NAME: VANGUARD TREASURY FUND DATE OF NAME CHANGE: 19960829 8-A12B 1 etfform8-a_11192009.htm FORM 8-A etfform8-a_11192009.htm - Generated by SEC Publisher for SEC Filing

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR (G) OF THE

SECURITIES EXCHANGE ACT OF 1934

VANGUARD SCOTTSDALE FUNDS

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

STATE OF DELAWARE               SEE BELOW 
-------------------------               --------------------------- 
(STATE OF INCORPORATION OF ORGANIZATION)  (IRS EMPLOYER 
     IDENTIFICATION NO.) 
 
C/O  VANGUARD SCOTTSDALE FUNDS   
  P.O. BOX 2600                     19482 
  VALLEY FORGE, PA               (ZIP CODE) 
--------------------------   
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)   

       Securities to be registered pursuant to Section 12(b) of the Act:   
 
Title of each class to be registered:  Exchange  I.R.S. Employer 
    Identification Number 
Vanguard Short-Term Government Bond ETF Nasdaq  27-0840999 
Vanguard Intermediate-Term Government     
   Bond ETF  Nasdaq  27-0841033 
Vanguard Long-Term Government Bond ETF  Nasdaq  27-0841106 
Vanguard Short-Term Corporate Bond ETF  Nasdaq  27-0841147 
Vanguard Intermediate-Term Corporate     
   Bond ETF  Nasdaq  27-0841203 
Vanguard Long-Term Corporate Bond ETF  Nasdaq  27-0841260 
Vanguard Mortgage-Backed Securities ETF  Nasdaq  27-0841346 

     If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [X]

95960



     If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [ ]

Securities Act registration statement file number to which this form relates: 333-11763

Securities to be registered pursuant to Section 12(g) of the Act: None

ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

     Reference is made to the Registrant's Post-Effective Amendment Nos. 43 and 45 to the Registration Statement on Form N-1A (Securities Act file number 333-11763 and Investment Company Act file number 811-7803, respectively (collectively, the "Registration Statement")), which is incorporated herein by reference.

ITEM 2. EXHIBITS

1.     

Registrant's Agreement and Declaration of Trust, incorporated herein by reference to Exhibit (a) to the Registration Statement.

2.     

Registrant's By-Laws, incorporated herein by reference to Exhibit (b) to the Registration Statement.

3.     

Form of Global Certificate for the Registrant's Securities is filed herewith.

SIGNATURES

     Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

VANGUARD SCOTTSDALE FUNDS

 

DATE: November 19, 2009

By: /s/Heidi Stam

Heidi Stam Secretary


95960


EX-99.J OTHER OPININ 2 globalcertificatesforbondetf.htm GLOBAL CERTIFICATION globalcertificatesforbondetf.htm - Generated by SEC Publisher for SEC Filing

NUMBER
[001]
CAPITAL STOCK

ETF Shares

     VANGUARD SHORT-TERM GOVERNMENT BOND ETF a Class of the VANGUARD SHORT-TERM GOVERNMENT BOND INDEX FUND a Series of the VANGUARD SCOTTSDALE FUNDS

(A Delaware Statutory Trust)

     THIS CERTIFIES that CEDE & CO. is the holder of the current outstanding number of Vanguard Short-Term Government Bond ETF shares issued by the Vanguard Short-Term Government Bond Index Fund (the “Fund”) shown from time to time on the records of the Vanguard Scottsdale Funds, a Delaware statutory trust (the “Trust”), as represented by this certificate of the Trust, transferable only on the books and records of the Trust by the holder hereof in person or by duly authorized attorney-in-fact upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the transfer agent of the Trust.

     The registered holder of this Certificate is entitled to all the rights, interest and privileges of a holder of ETF Shares as provided by the Amended and Restated Declaration of Trust, the by-laws of the Trust, and the Vanguard Funds Multiple Class Plan as from time to time amended, which are incorporated by reference herein.

     This Certificate is executed on behalf of the Trust and the obligations hereof are not binding upon any of the Trustees, officers or shareholders of the Trust individually, but are binding only upon the assets and property of the Fund.

     IN WITNESS WHEREOF, the said Trust has caused this Certificate to be signed by its duly authorized officer.

Countersigned:   Dated: ___9/28/09_______________ 
JPMORGAN CHASE BANK, N.A  VANGUARD SCOTTSDALE FUNDS 
(the Transfer Agent)  (the Trust) 
 
By:  /s/Will Lundstrom   By:___/s/Thomas J. Higgins__________ 
               Thomas J. Higgins 
  Authorized Signature               Chief Financial Officer 



Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Trust or its transfer agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co., or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.



NUMBER
[001]
CAPITAL STOCK

ETF Shares

     VANGUARD INTERMEDIATE-TERM GOVERNMENT BOND ETF a Class of the VANGUARD INTERMEDIATE-TERM GOVERNMENT BOND INDEX FUND a Series of the VANGUARD SCOTTSDALE FUNDS

(A Delaware Statutory Trust)

     THIS CERTIFIES that CEDE & CO. is the holder of the current outstanding number of Vanguard Intermediate-Term Government Bond ETF shares issued by the Vanguard Intermediate-Term Government Bond Index Fund (the “Fund”) shown from time to time on the records of the Vanguard Scottsdale Funds, a Delaware statutory trust (the “Trust”), as represented by this certificate of the Trust, transferable only on the books and records of the Trust by the holder hereof in person or by duly authorized attorney-in-fact upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the transfer agent of the Trust.

     The registered holder of this Certificate is entitled to all the rights, interest and privileges of a holder of ETF Shares as provided by the Amended and Restated Declaration of Trust, the by-laws of the Trust, and the Vanguard Funds Multiple Class Plan as from time to time amended, which are incorporated by reference herein.

     This Certificate is executed on behalf of the Trust and the obligations hereof are not binding upon any of the Trustees, officers or shareholders of the Trust individually, but are binding only upon the assets and property of the Fund.

     IN WITNESS WHEREOF, the said Trust has caused this Certificate to be signed by its duly authorized officer.

Countersigned:   Dated: __9/28/09_____________ 
JPMORGAN CHASE BANK, N.A  VANGUARD SCOTTSDALE FUNDS 
(the Transfer Agent)  (the Trust) 
 
By:  /s/Will Lundstrom   By:___/s/Thomas J. Higgins__________ 
               Thomas J. Higgins 
  Authorized Signature               Chief Financial Officer 



Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Trust or its transfer agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co., or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.



NUMBER
[001]
CAPITAL STOCK

ETF Shares

     VANGUARD LONG-TERM GOVERNMENT BOND ETF a Class of the VANGUARD LONG-TERM GOVERNMENT BOND INDEX FUND a Series of the VANGUARD SCOTTSDALE FUNDS

(A Delaware Statutory Trust)

     THIS CERTIFIES that CEDE & CO. is the holder of the current outstanding number of Vanguard Long-Term Government Bond ETF shares issued by the Vanguard Long-Term Government Bond Index Fund (the “Fund”) shown from time to time on the records of the Vanguard Scottsdale Funds, a Delaware statutory trust (the “Trust”), as represented by this certificate of the Trust, transferable only on the books and records of the Trust by the holder hereof in person or by duly authorized attorney-in-fact upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the transfer agent of the Trust.

     The registered holder of this Certificate is entitled to all the rights, interest and privileges of a holder of ETF Shares as provided by the Amended and Restated Declaration of Trust, the by-laws of the Trust, and the Vanguard Funds Multiple Class Plan as from time to time amended, which are incorporated by reference herein.

     This Certificate is executed on behalf of the Trust and the obligations hereof are not binding upon any of the Trustees, officers or shareholders of the Trust individually, but are binding only upon the assets and property of the Fund.

     IN WITNESS WHEREOF, the said Trust has caused this Certificate to be signed by its duly authorized officer.

Countersigned:   Dated: ____9/28/09______________ 
JPMORGAN CHASE BANK, N.A  VANGUARD SCOTTSDALE FUNDS 
(the Transfer Agent)  (the Trust) 
 
By:  /s/Will Lundstrom   By:___/s/Thomas J. Higgins__________ 
               Thomas J. Higgins 
  Authorized Signature               Chief Financial Officer 



Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Trust or its transfer agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co., or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.



NUMBER
[001]
CAPITAL STOCK

ETF Shares

     VANGUARD SHORT-TERM CORPORATE BOND ETF a Class of the VANGUARD SHORT-TERM CORPORATE BOND INDEX FUND a Series of the VANGUARD SCOTTSDALE FUNDS

(A Delaware Statutory Trust)

     THIS CERTIFIES that CEDE & CO. is the holder of the current outstanding number of Vanguard Short-Term Corporate Bond ETF shares issued by the Vanguard Short-Term Corporate Bond Index Fund (the “Fund”) shown from time to time on the records of the Vanguard Scottsdale Funds, a Delaware statutory trust (the “Trust”), as represented by this certificate of the Trust, transferable only on the books and records of the Trust by the holder hereof in person or by duly authorized attorney-in-fact upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the transfer agent of the Trust.

     The registered holder of this Certificate is entitled to all the rights, interest and privileges of a holder of ETF Shares as provided by the Amended and Restated Declaration of Trust, the by-laws of the Trust, and the Vanguard Funds Multiple Class Plan as from time to time amended, which are incorporated by reference herein.

     This Certificate is executed on behalf of the Trust and the obligations hereof are not binding upon any of the Trustees, officers or shareholders of the Trust individually, but are binding only upon the assets and property of the Fund.

     IN WITNESS WHEREOF, the said Trust has caused this Certificate to be signed by its duly authorized officer.

Countersigned:   Dated: __9/28/09______________ 
JPMORGAN CHASE BANK, N.A  VANGUARD SCOTTSDALE FUNDS 
(the Transfer Agent)  (the Trust) 
 
By:  /s/Will Lundstrom   By:___/s/Thomas J. Higgins__________ 
               Thomas J. Higgins 
  Authorized Signature               Chief Financial Officer 



Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Trust or its transfer agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co., or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.



NUMBER
[001]
CAPITAL STOCK

ETF Shares

     VANGUARD INTERMEDIATE-TERM CORPORATE BOND ETF a Class of the VANGUARD INTERMEDIATE-TERM CORPORATE BOND INDEX FUND a Series of the VANGUARD SCOTTSDALE FUNDS

(A Delaware Statutory Trust)

     THIS CERTIFIES that CEDE & CO. is the holder of the current outstanding number of Vanguard Intermediate-Term Corporate Bond ETF shares issued by the Vanguard Intermediate-Term Corporate Bond Index Fund (the “Fund”) shown from time to time on the records of the Vanguard Scottsdale Funds, a Delaware statutory trust (the “Trust”), as represented by this certificate of the Trust, transferable only on the books and records of the Trust by the holder hereof in person or by duly authorized attorney-in-fact upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the transfer agent of the Trust.

     The registered holder of this Certificate is entitled to all the rights, interest and privileges of a holder of ETF Shares as provided by the Amended and Restated Declaration of Trust, the by-laws of the Trust, and the Vanguard Funds Multiple Class Plan as from time to time amended, which are incorporated by reference herein.

     This Certificate is executed on behalf of the Trust and the obligations hereof are not binding upon any of the Trustees, officers or shareholders of the Trust individually, but are binding only upon the assets and property of the Fund.

     IN WITNESS WHEREOF, the said Trust has caused this Certificate to be signed by its duly authorized officer.

Countersigned:   Dated: ____9/28/09______________ 
JPMORGAN CHASE BANK, N.A  VANGUARD SCOTTSDALE FUNDS 
(the Transfer Agent)  (the Trust) 
 
By:  /s/Will Lundstrom   By:___/s/Thomas J. Higgins__________ 
               Thomas J. Higgins 
  Authorized Signature               Chief Financial Officer 



Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Trust or its transfer agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co., or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.



NUMBER
[001]
CAPITAL STOCK

ETF Shares

     VANGUARD LONG-TERM CORPORATE BOND ETF a Class of the VANGUARD LONG-TERM CORPORATE BOND INDEX FUND a Series of the VANGUARD SCOTTSDALE FUNDS

(A Delaware Statutory Trust)

     THIS CERTIFIES that CEDE & CO. is the holder of the current outstanding number of Vanguard Long-Term Corporate Bond ETF shares issued by the Vanguard Long-Term Corporate Bond Index Fund (the “Fund”) shown from time to time on the records of the Vanguard Scottsdale Funds, a Delaware statutory trust (the “Trust”), as represented by this certificate of the Trust, transferable only on the books and records of the Trust by the holder hereof in person or by duly authorized attorney-in-fact upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the transfer agent of the Trust.

     The registered holder of this Certificate is entitled to all the rights, interest and privileges of a holder of ETF Shares as provided by the Amended and Restated Declaration of Trust, the by-laws of the Trust, and the Vanguard Funds Multiple Class Plan as from time to time amended, which are incorporated by reference herein.

     This Certificate is executed on behalf of the Trust and the obligations hereof are not binding upon any of the Trustees, officers or shareholders of the Trust individually, but are binding only upon the assets and property of the Fund.

     IN WITNESS WHEREOF, the said Trust has caused this Certificate to be signed by its duly authorized officer.

Countersigned:   Dated: ___9/28/09_______________ 
JPMORGAN CHASE BANK, N.A  VANGUARD SCOTTSDALE FUNDS 
(the Transfer Agent)  (the Trust) 
 
By:  /s/Will Lundstrom   By:___/s/Thomas J. Higgins__________ 
               Thomas J. Higgins 
  Authorized Signature               Chief Financial Officer 



Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Trust or its transfer agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co., or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.



NUMBER
[001]
CAPITAL STOCK

ETF Shares

     VANGUARD MORTGAGE-BACKED SECURITIES ETF a Class of the VANGUARD MORTGAGE-BACKED SECURITIES INDEX FUND a Series of the VANGUARD SCOTTSDALE FUNDS

(A Delaware Statutory Trust)

     THIS CERTIFIES that CEDE & CO. is the holder of the current outstanding number of Vanguard Mortgage-Backed Securities ETF shares issued by the Vanguard Mortgage-Backed Securities Index Fund (the “Fund”) shown from time to time on the records of the Vanguard Scottsdale Funds, a Delaware statutory trust (the “Trust”), as represented by this certificate of the Trust, transferable only on the books and records of the Trust by the holder hereof in person or by duly authorized attorney-in-fact upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the transfer agent of the Trust.

     The registered holder of this Certificate is entitled to all the rights, interest and privileges of a holder of ETF Shares as provided by the Amended and Restated Declaration of Trust, the by-laws of the Trust, and the Vanguard Funds Multiple Class Plan as from time to time amended, which are incorporated by reference herein.

     This Certificate is executed on behalf of the Trust and the obligations hereof are not binding upon any of the Trustees, officers or shareholders of the Trust individually, but are binding only upon the assets and property of the Fund.

     IN WITNESS WHEREOF, the said Trust has caused this Certificate to be signed by its duly authorized officer.

Countersigned:   Dated: ____9/28/09______________ 
JPMORGAN CHASE BANK, N.A  VANGUARD SCOTTSDALE FUNDS 
(the Transfer Agent)  (the Trust) 
 
By:  /s/Will Lundstrom   By:___/s/Thomas J. Higgins__________ 
               Thomas J. Higgins 
  Authorized Signature               Chief Financial Officer 



Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Trust or its transfer agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co., or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.


-----END PRIVACY-ENHANCED MESSAGE-----