- Post-Effective Amendment (investment company, rule 485(b)) (485BPOS)
11 8월 2009 - 9:16PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form N-1A
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REGISTRATION STATEMENT (NO. 33-49023)
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UNDER THE SECURITIES ACT OF 1933
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[X]
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Pre-Effective Amendment No.
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[ ]
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Post-Effective Amendment No. 22
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[X]
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and
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
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Amendment No.
23
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[X]
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VANGUARD ADMIRAL FUNDS
(Exact Name of Registrant as Specified in Declaration of Trust)
P.O. Box 2600, Valley Forge, PA 19482
(Address of Principal Executive Office)
Registrants Telephone Number (610) 669-1000
Heidi Stam, Esquire
P.O. Box 876
Valley Forge, PA 19482
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Approximate Date of Proposed Public Offering:
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It is proposed that this filing will become effective (check appropriate box)
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[x]
immediately upon filing pursuant to paragraph (b)
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on (date) pursuant to paragraph (b)
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60 days after filing pursuant to paragraph (a)(1)
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on (date) pursuant to paragraph (a)(1)
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75 days after filing pursuant to paragraph (a)(2)
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on (date) pursuant to paragraph (a)(2) of rule 485
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If appropriate, check the following box:
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This post-effective amendment designates a new effective date for a
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previously filed post-effective amendment.
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PART C
VANGUARD ADMIRAL FUNDS
OTHER INFORMATION
Item 28. Exhibits
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(a)
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Articles of Incorporation, Amended and Restated Agreement and Declaration of Trust, filed on
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December 23, 2008, Post-Effective Amendment No. 21, is hereby incorporated by reference.
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(b)
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By-Laws, filed on December 23, 2008, Post-Effective Amendment No. 21, are hereby
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incorporated by reference.
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(c)
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Instruments Defining Rights of Securities Holders, reference is made to Articles III and V of
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the Registrants Amended and Restated Agreement and Declaration of Trust, refer to Exhibit
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(a) above.
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(d)
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Investment Advisory Contract, The Vanguard Group, Inc. provides investment advisory
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services to the Funds at cost pursuant to the Amended and Restated Funds Service
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Agreement, refer to Exhibit (h) below.
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(e)
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Underwriting Contracts, not applicable.
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(f)
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Bonus or Profit Sharing Contracts, reference is made to the section entitled Management of
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the Funds in Part B of this Registration Statement.
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(g)
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Custodian Agreement, for The Bank of New York Mellon, filed on December 23, 2008, Post-
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Effective Amendment No. 21, is hereby incorporated by reference.
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(h)
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Other Material Contracts, Fifth Amended and Restated Funds Service Agreement, and the
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Agreement and Plan of Reorganization, are filed herewith.
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(i)
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Legal Opinion, not applicable.
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(j)
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Other Opinions, Consent of an Independent Registered Public Accounting Firm, filed on
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December 23, 2008, Post-Effective Amendment No. 21, is hereby incorporated by reference.
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(k)
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Omitted Financial Statement, not applicable.
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(l)
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Initial Capital Agreements, not applicable.
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(m)
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Rule 12b-1 Plan, not applicable.
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(n)
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Rule 18f-3 Plan, is filed herewith.
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(o)
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Reserved.
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(p)
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Code of Ethics, for the Vanguard Group, Inc., is filed herewith.
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Item 29. Persons Controlled by or under Common Control with Registrant
Registrant is not controlled by or under common control with any person.
Item 30. Indemnification
The Registrants organizational documents contain provisions indemnifying Trustees and officers against liability incurred in their official capacity. Article VII, Section 2 of the Amended and Restated Agreement and Declaration of Trust provides that the Registrant may indemnify and hold harmless each and every Trustee and officer from and against any and all claims, demands, costs, losses, expenses, and damages whatsoever arising out of or related to the performance of his or her duties as a Trustee or officer. Article VI of the By-Laws generally provides that the Registrant shall indemnify its Trustees and officers from any liability arising out of their past or present service in that capacity. Among other things, this provision excludes any liability arising by reason of willful misfeasance, bad faith, gross negligence, or the reckless disregard of the duties involved in the conduct of the Trustees or officers office with the Registrant.
C-1
Item 31. Business and Other Connections of Investment Adviser
The Vanguard Group, Inc. (Vanguard), is an investment adviser registered under the Advisers Act. The list required by this Item 26 of officers and directors of Vanguard, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated herein by reference from Schedules B and D of Form ADV filed by Vanguard pursuant to the Advisers Act (SEC File No. 801-11953).
Item 32. Principal Underwriters
(a)
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Vanguard Marketing Corporation, a wholly-owned subsidiary of The Vanguard Group, Inc., is the principal underwriter of each fund within the Vanguard group of investment companies, a family of 37 investment companies with more than 150 funds.
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(b)
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The principal business address of each named director and officer of Vanguard Marketing Corporation is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.
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Name
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Positions and Office with Underwriter
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Positions and Office with Funds
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R. Gregory Barton
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Director and Senior Vice President
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None
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Mortimer J. Buckley
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Director and Senior Vice President
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None
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F. William McNabb III
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Chairman and Director
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Chief Executive Officer, President, and
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Trustee
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Michael S. Miller
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Director and Managing Director
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None
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Glenn W. Reed
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Director
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None
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George U. Sauter
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Director and Senior Vice President
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None
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Heidi Stam
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Director and Senior Vice President
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Secretary
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Richard D. Carpenter
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Treasurer
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None
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David L. Cermak
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Principal
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None
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Joseph Colaizzo
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Financial and Operations Principal and Assistant
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None
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Treasurer
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Michael L. Kimmel
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Secretary
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None
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Sean P. Hagerty
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Principal
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None
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John C. Heywood
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Principal
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None
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Steve Holman
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Principal
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None
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Jack T. Wagner
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Assistant Treasurer
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None
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Jennifer M. Halliday
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Assistant Treasurer
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None
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Deborah McCracken
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Assistant Secretary
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None
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Joseph F. Miele
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Registered Municipal Securities Principal
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None
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Scott M. Bishop
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Registered Municipal Securities Principal
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None
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Bradley J. Sacco
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Registered Municipal Securities Principal
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None
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Jane K. Myer
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Principal
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None
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Pauline C. Scalvino
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Chief Compliance Officer
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Chief Compliance Officer
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C-2
Item 33. Location of Accounts and Records
The books, accounts, and other documents required to be maintained by Section 31 (a) of the Investment Company Act and the rules promulgated thereunder will be maintained at the offices of the Registrant; the Registrants Transfer Agent, The Vanguard Group, Inc., 100 Vanguard Boulevard, Malvern, Pennsylvania 19355; and the Registrants Custodian, The Bank of New York Mellon, One Wall Street, New York, New York 10286.
Item 34. Management Services
Other than as set forth in the section entitled Management of the Funds in Part B of this Registration Statement, the Registrant is not a party to any management-related service contract.
Item 35. Undertakings
Not Applicable.
C-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the
Registrant hereby certifies that it meets all requirements for effectiveness of this Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Valley Forge and the
Commonwealth of Pennsylvania, on the
11th day of August, 2009
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VANGUARD ADMIRAL FUNDS
BY:_________
/s/ F. William McNabb III*
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F. William McNabb III
Chief Executive Officer, President, and Trustee
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the
Registration Statement has been signed below by the following persons in the capacities and on the date
indicated:
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Signature
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Title
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Date
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/s/ John J. Brennan*
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Chairman of the Board and
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August 11, 2009
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Trustee
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John J. Brennan
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/s/ F. William McNabb III*
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Chief Executive Officer,
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August 11, 2009
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President, and Trustee
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F. William McNabb
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/s/ Charles D. Ellis*
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Trustee
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August 11, 2009
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Charles D. Ellis
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/s/ Emerson U. Fullwood*
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Trustee
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August 11, 2009
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Emerson U. Fullwood
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/s/ Rajiv L. Gupta*
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Trustee
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August 11, 2009
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Rajiv L. Gupta
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/s/ Amy Gutmann*
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Trustee
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August 11, 2009
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Amy Gutmann
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/s/ JoAnn Heffernan Heisen*
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Trustee
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August 11, 2009
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JoAnn Heffernan Heisen
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/s/ André F. Perold*
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Trustee
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August 11, 2009
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André F. Perold
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/s/ Alfred M. Rankin, Jr.*
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Trustee
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August 11, 2009
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Alfred M. Rankin, Jr.
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/s/ Peter F. Volanakis*
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Trustee
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August 11, 2009
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Peter F. Volanakis
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/s/ Thomas J. Higgins*
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Chief Financial Officer
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August 11, 2009
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Thomas J. Higgins
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*By:
/s/ Heidi Stam
Heidi Stam, pursuant to a Power of Attorney filed on July 24, 2009, see File Number 2-88373, Incorporated by Reference.
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INDEX TO EXHIBITS
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Other Material Contracts
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Fifth Amended and Restated Funds Service Agreement
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Ex-99.H
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Other Material Contracts
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Agreement and Plan of Reorganization
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Ex-99.H
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Rule 18f-3 Plan
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Ex-99.N
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Code of Ethics for the Vanguard Group, Inc
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Ex-99.P
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Vanguard Admiral Fund Treasury M (NASDAQ:VUSXX)
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