0000932471-10-002471 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 18th, 2010 • Vanguard Scottsdale Funds • Delaware

THIS AGREEMENT is made as of this 30th day of March, 2010, between Vanguard Scottsdale Funds, a Delaware statutory trust (the “Trust”), and Sterling Capital Management LLC (the “Advisor”), a North Carolina limited liability company.

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VANGUARD ETF SHARES Authorized Participant Agreement
Authorized Participant Agreement • August 18th, 2010 • Vanguard Scottsdale Funds • New York

This Authorized Participant Agreement (the “Agreement”) is entered into by and between Vanguard Marketing Corporation (the “Distributor”) and __________________ _______________________ (the “Participant”) and is subject to acceptance by ­­­­____________________, an index receipt agent for the ETF Shares issued by the registered investment companies listed in Annex I to the Agreement.

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 18th, 2010 • Vanguard Scottsdale Funds • Delaware

THIS AGREEMENT is made as of this 30th day of March, 2010, between Vanguard Scottsdale Funds, a Delaware statutory trust (the “Trust”), and Frontier Capital Management Co., LLC (the “Advisor”), a Delaware limited liability company.

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