Vanguard Whitehall Funds Sample Contracts

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INSTRUMENT
Agreement and Declaration of Trust • February 23rd, 2009 • Vanguard Whitehall Funds • Delaware
AGREEMENT AND DECLARATION OF TRUST
Trust Agreement • June 30th, 1998 • Vanguard Whitehall Funds Inc • Delaware
FIFTH AMENDED AND RESTATED FUNDS’ SERVICE AGREEMENT
Funds’ Service Agreement • February 27th, 2012 • Vanguard Whitehall Funds

This Fifth Amended and Restated Funds’ Service Agreement, made as of the 8th day of June, 2009 (the “Agreement”), between and among the investment companies registered under the Investment Company Act of 1940 (“1940 Act”), whose names are set forth on the signature page of this Agreement, which together with any additional investment companies which may become a party to this Agreement pursuant to Section 5.4 and 5.5 are collectively called the “Funds”; and The Vanguard Group, Inc., a Pennsylvania corporation (“Service Company”).

AMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • February 27th, 2024 • Vanguard Whitehall Funds • New York

This Amended and Restated Agreement, dated August 14, 2017, is between JPMorgan Chase Bank, N.A. ("Bank"), a national banking association with a place of business at 383 Madison Avenue, New York, NY 10179; and each of the open-end management investment companies listed on Exhibit 1 of this Agreement, registered with the U.S. Securities and Exchange Commission under the Investment Company Act of 1940, as amended (the "1940 Act"), organized as Delaware statutory trusts (each a "Trust"), severally and for and on behalf of certain of their respective portfolios listed on Exhibit 1 (each a "Fund"), each Trust and their respective Funds with a place of business at P.O. Box 2600 Valley Forge, PA 19482. Each Trust for which Bank serves as custodian under this Agreement, shall individually be referred to as "Customer."

INSTRUMENT
Amended and Restated Agreement and Declaration of Trust • February 27th, 2012 • Vanguard Whitehall Funds • Delaware
AMENDMENT NO. 4 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF VANGUARD WHITEHALL FUNDS
Amendment to Agreement and Declaration of Trust • February 26th, 2019 • Vanguard Whitehall Funds • Delaware

This Amendment No. 4 (the "Amendment") to the Amended and Restated Agreement and Declaration of Trust of Vanguard Whitehall Funds (the "Trust") amends, effective February 5, 2019, the Amended and Restated Declaration of Trust of the Trust dated as of November 19, 2008 (the "Agreement").

AMENDED AND RESTATED CUSTODY AGREEMENT
Custody Agreement • February 27th, 2024 • Vanguard Whitehall Funds

AMENDED AND RESTATED CUSTODY AGREEMENT, dated as of August 29, 2017 between each open-end management investment company listed on Schedule II hereto as amended from time to time (each such investment company, a "Fund"), each a statutory trust organized and existing under the laws of the State of Delaware and registered with the U.S. Securities and Exchange Commission ("SEC") under the Investment Company Act of 1940, as amended (the "1940 Act"), on behalf of certain of their series (each a "Series") having their principal office and place of business at P.O. Box 2600, Valley Forge, Pennsylvania 19482, and The Bank of New York Mellon, a bank organized under the laws of the State of New York and authorized to do a banking business having its principal office and place of business at 225 Liberty Street, New York, New York 10286 ("Custodian").

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 23rd, 2017 • Vanguard Whitehall Funds • Delaware

THIS AGREEMENT is made as of this 5th day of December, 2016, between Vanguard Whitehall Funds, a Delaware statutory trust (the “Trust”), and Victory Capital Management Inc. (the “Advisor”), a New York corporation.

AMENDED AND RESTATED CUSTODY AGREEMENT
Custody Agreement • February 27th, 2023 • Vanguard Whitehall Funds

AMENDED AND RESTATED CUSTODY AGREEMENT, dated as of August 29, 2017 between each open-end management investment company listed on Schedule II hereto as amended from time to time (each such investment company, a “Fund”), each a statutory trust organized and existing under the laws of the State of Delaware and registered with the U.S. Securities and Exchange Commission (“SEC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), on behalf of certain of their series (each a “Series”) having their principal office and place of business at P.O. Box 2600, Valley Forge, Pennsylvania 19482, and The Bank of New York Mellon, a bank organized under the laws of the State of New York and authorized to do a banking business having its principal office and place of business at 225 Liberty Street, New York, New York 10286 (“Custodian”).

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VANGUARD ETF SHARES Authorized Participant Agreement
Authorized Participant Agreement • February 22nd, 2011 • Vanguard Whitehall 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.

bbhcustagmtamend_2013 AMENDED AND RESTATED CUSTODIAN AGREEMENT
Custodian Agreement • June 9th, 2014 • Vanguard Whitehall Funds • New York

THIS AMENDED AND RESTATED AGREEMENT, dated as of June 25, 2001, between certain open-end management investment companies (each investment company a "Fund") organized under the laws of the State of Delaware and registered with the Securities and Exchange Commission under the Investment Company Act of 1940 (the "1940 Act"), on behalf of certain of their series (each series a "Series"), and BROWN BROTHERS HARRIMAN & CO., a limited partnership formed under the laws of the State of New York (BBH&Co. or the Custodian), W I T N E S S E T H: WHEREAS, each Fund has employed BBH&Co. to act as the Fund's custodian and to provide related services, all as provided herein; WHEREAS, the Securities and Exchange Commission has promulgated amendments to Rule 17f-5 and adopted Rule 17f-7 under the 1940 Act that establish rules regarding the custody of investment company assets held outside the United States; and WHEREAS, BBH&Co. is willing to provide services in connection with such Rules in accordance w

GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • September 27th, 2013 • Vanguard Whitehall Funds • New York

This Amended and Restated Agreement, dated June 25, 2001, is between THE CHASE MANHATTAN BANK ("Bank"), a New York banking corporation with a place of business at 4 MetroTech Center, Brooklyn, New York 11245; and each of the open-end management investment companies listed on Exhibit 1 of this Agreement, registered with the U.S. Securities and Exchange Commission under the Investment Company Act of 1940, organized as Delaware business trusts (each a "Trust"), severally and for and on behalf of certain of their respective portfolios listed on Exhibit 1 (each a "Fund"), each Trust and their respective Funds with a place of business at P.O. Box 2600, Valley Forge, PA 19482. Each Trust for which Bank serves as custodian under this Agreement, shall individually be referred to as "Customer".

AMENDMENT NO. 8
Amended and Restated Agreement and Declaration of Trust • November 1st, 2023 • Vanguard Whitehall Funds • Delaware

This Amendment No. 8 (the "Amendment") to the Amended and Restated Agreement and Declaration of Trust of Vanguard Whitehall Funds (the "Trust") amends the Amended and Restated Declaration of Trust of the Trust dated as of November 19, 2008 (the "Agreement").

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 16th, 2010 • Vanguard Whitehall Funds • Delaware

THIS AGREEMENT is made as ofthis 7th day of June, 2010, between Vanguard Whitehall Funds, a Delaware statutory trust (the "Trust"), and Wellington Management Company, LLP, a Massachusetts limited liability partnership (the "Advisor").

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 23rd, 2009 • Vanguard Whitehall Funds • Delaware

THIS AGREEMENT is made as of this 1st day of May, 2006, between the VANGUARD WHITEHALL FUNDS, a Delaware business trust (the "Trust"), and BARROW, HANLEY, MEWHINNEY & STRAUSS, INC., a Nevada corporation (the "Advisor").

amended and restated GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • September 20th, 2021 • Vanguard Whitehall Funds • New York

This Amended and Restated Agreement, dated August 14, 2017, is between JPMorgan Chase Bank, N.A. (“Bank”), a national banking association with a place of business at 383 Madison Avenue, New York, NY 10179; and each of the open-end management investment companies listed on Exhibit 1 of this Agreement, registered with the U.S. Securities and Exchange Commission under the Investment Company Act of 1940, as amended (the “1940 Act”), organized as Delaware statutory trusts (each a “Trust”), severally and for and on behalf of certain of their respective portfolios listed on Exhibit 1 (each a “Fund”), each Trust and their respective Funds with a place of business at P.O. Box 2600 Valley Forge, PA 19482. Each Trust for which Bank serves as custodian under this Agreement, shall individually be referred to as “Customer.”

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 31st, 2014 • Vanguard Whitehall Funds • Delaware

THIS AGREEMENT is made as of this 31st day of March, 2014 between Vanguard Whitehall Funds, a Delaware statutory trust (the “Trust”), and Pzena Investment Management, LLC (the “Advisor”), a Delaware limited liability company.

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • November 9th, 2021 • Vanguard Whitehall Funds • Delaware

THIS AGREEMENT is made as of this 9th day of November 2021, between Vanguard Whitehall Funds, a Delaware statutory trust (the "Trust"), and Wellington Management Company LLP, a Delaware limited liability company (the "Advisor").

AMENDED AND RESTATED
Sub-Advisory Agreement • February 27th, 2020 • Vanguard Whitehall Funds • Delaware

THIS SUB-ADVISORY AGREEMENT is made as of this 1st day of Febrnary, 2019, among VANGUARD WHITEHALL FUNDS, a Delaware statutory trnst (the "Trnst"), SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA INC., a Delaware corporation (the "Adviser"), and SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA LTD., a U.K. corporation (the "Sub-Adviser").

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