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 INDEX 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 INDEX FUNDS
P.O. BOX 2600 19482
VALLEY FORGE, PA (ZIP CODE)
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
Securities to be registered pursuant to Section 12(b) of the Act: See below
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]
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: 2-56846
Securities to be registered pursuant to Section 12(g) of the Act: None
Title of each class to be registered:
Exchange
Vanguard Large-Cap VIPERs American Stock Exchange
Vanguard Mid-Cap VIPERs American Stock Exchange
Vanguard Small-Cap VIPERs American Stock Exchange
Vanguard Growth VIPERs American Stock Exchange
Vanguard Value VIPERs American Stock Exchange
Vanguard Small-Cap Growth VIPERs American Stock Exchange
Vanguard Small-Cap Value VIPERs American Stock Exchange
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Reference is made to the Registrant's Post-Effective Amendment Nos. 88 and
89 and Post-Effective Amendment Nos. 93 and 94 to the Registration Statement on
Form N-1A (Securities Act file number 2-56846 and Investment Company Act file
number 811-02652, 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 Amended and Restated By-Laws, incorporated herein by reference
to Exhibit (b) to the Registration Statement.
3. Form of Global Certificate for the Registrant's Securities being registered
hereunder attached hereto as Exhibit 3.
2
EXHIBIT 3. FORM OF GLOBAL CERTIFICATE
NUMBER
[001]
CAPITAL STOCK
Vanguard Index Participation Equity Receipts ("VIPERs")
Vanguard Large-Cap Index Fund
A SERIES of the
VANGUARD INDEX FUNDS
(A Delaware Statutory Trust)
THIS CERTIFIES that CEDE & CO. is the holder of the current outstanding
number of VIPER Shares issued by the Vanguard Large-Cap Index Fund (the "Fund")
shown from time to time on the records of the Vanguard Index 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 VIPER Shares as provided by the
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:__________________
JPMORGAN CHASE BANK VANGUARD INDEX FUNDS
(the Transfer Agent) (the Trust)
By: /s John J. Brennan
-------------------------------
Authorized Signature Chairman and Chief Executive 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.
3
NUMBER
[001]
CAPITAL STOCK
Vanguard Index Participation Equity Receipts ("VIPERs")
Vanguard Mid-Cap Index Fund
A SERIES of the
VANGUARD INDEX FUNDS
(A Delaware Statutory Trust)
THIS CERTIFIES that CEDE & CO. is the holder of the current outstanding
number of VIPER Shares issued by the Vanguard Mid-Cap Index Fund (the "Fund")
shown from time to time on the records of the Vanguard Index 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 VIPER Shares as provided by the
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:__________________
JPMORGAN CHASE BANK VANGUARD INDEX FUNDS
(the Transfer Agent) (the Trust)
By: /s John J. Brennan
-------------------------------
Authorized Signature Chairman and Chief Executive 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.
4
NUMBER
[001]
CAPITAL STOCK
Vanguard Index Participation Equity Receipts ("VIPERs")
Vanguard Small-Cap Index Fund
A SERIES of the
VANGUARD INDEX FUNDS
(A Delaware Statutory Trust)
THIS CERTIFIES that CEDE & CO. is the holder of the current outstanding
number of VIPER Shares issued by the Vanguard Small-Cap Index Fund (the "Fund")
shown from time to time on the records of the Vanguard Index 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 VIPER Shares as provided by the
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:__________________
JPMORGAN CHASE BANK VANGUARD INDEX FUNDS
(the Transfer Agent) (the Trust)
By: /s John J. Brennan
-------------------------------
Authorized Signature Chairman and Chief Executive 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.
5
NUMBER
[001]
CAPITAL STOCK
Vanguard Index Participation Equity Receipts ("VIPERs")
Vanguard Small-Cap Growth Index Fund
A SERIES of the
VANGUARD INDEX FUNDS
(A Delaware Statutory Trust)
THIS CERTIFIES that CEDE & CO. is the holder of the current outstanding
number of VIPER Shares issued by the Vanguard Small-Cap Growth Index Fund (the
"Fund") shown from time to time on the records of the Vanguard Index 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 VIPER Shares as provided by the
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:__________________
JPMORGAN CHASE BANK VANGUARD INDEX FUNDS
(the Transfer Agent) (the Trust)
By: /s John J. Brennan
-------------------------------
Authorized Signature Chairman and Chief Executive 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.
6
NUMBER
[001]
CAPITAL STOCK
Vanguard Index Participation Equity Receipts ("VIPERs")
Vanguard Growth Index Fund
A SERIES of the
VANGUARD INDEX FUNDS
(A Delaware Statutory Trust)
THIS CERTIFIES that CEDE & CO. is the holder of the current outstanding
number of VIPER Shares issued by the Vanguard Growth Index Fund (the "Fund")
shown from time to time on the records of the Vanguard Index 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 VIPER Shares as provided by the
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:__________________
JPMORGAN CHASE BANK VANGUARD INDEX FUNDS
(the Transfer Agent) (the Trust)
By: /s John J. Brennan
-------------------------------
Authorized Signature Chairman and Chief Executive 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.
7
NUMBER
[001]
CAPITAL STOCK
Vanguard Index Participation Equity Receipts ("VIPERs")
Vanguard Small-Cap Value Index Fund
A SERIES of the
VANGUARD INDEX FUNDS
(A Delaware Statutory Trust)
THIS CERTIFIES that CEDE & CO. is the holder of the current outstanding
number of VIPER Shares issued by the Vanguard Small-Cap Value Index Fund (the
"Fund") shown from time to time on the records of the Vanguard Index 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 VIPER Shares as provided by the
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:__________________
JPMORGAN CHASE BANK VANGUARD INDEX FUNDS
(the Transfer Agent) (the Trust)
By: /s John J. Brennan
-------------------------------
Authorized Signature Chairman and Chief Executive 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.
8
NUMBER
[001]
CAPITAL STOCK
Vanguard Index Participation Equity Receipts ("VIPERs")
Vanguard Value Index Fund
A SERIES of the
VANGUARD INDEX FUNDS
(A Delaware Statutory Trust)
THIS CERTIFIES that CEDE & CO. is the holder of the current outstanding
number of VIPER Shares issued by the Vanguard Value Index Fund (the "Fund")
shown from time to time on the records of the Vanguard Index 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 VIPER Shares as provided by the
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:__________________
JPMORGAN CHASE BANK VANGUARD INDEX FUNDS
(the Transfer Agent) (the Trust)
By: /s John J. Brennan
-------------------------------
Authorized Signature Chairman and Chief Executive 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.
9
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 INDEX FUNDS
DATE: January 28, 2004 BY: R. Gregory Barton
-------------------------------------
(signature)
R. GREGORY BARTON
SECRETARY