INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made as of this 1st day of February, 2011,
between Vanguard Explorer Fund, a Delaware statutory trust
(the ?Trust?), and Wellington Management Company, LLP, a
Massachusetts limited liability partnership (the ?Advisor?).
W I T N E S S E T H
WHEREAS, the Trust is an open-end, diversified management
investment company registered under the Investment Company
Act of 1940, as amended (the ?1940 Act?); and
WHEREAS, the Trust offers a series of shares known as
Vanguard Explorer Fund (the ?Fund?); and
WHEREAS, the Trust retained the Advisor to render investment
advisory services to the Fund under an Investment Advisory
Agreement, dated as of December 1, 2005, which was amended
and restated on May 1, 2007, and further amended on July 20,
2007 (the ?Prior Agreement?); and
WHEREAS, the Trust desires to amend and restate such Investment
Advisory Agreement in certain respects, and the Advisor is
willing to render investment advisory services to the Fund
in accordance with such amendments.
NOW THEREFORE, in consideration of the mutual promises
and undertakings set forth in this ?Agreement,? the Trust
and the Advisor hereby agree as follows:
1. Appointment of Advisor. The Trust hereby employs the
Advisor as investment advisor, on the terms and conditions
set forth herein, for the portion of the assets of the Fund
that the Trust?s Board of Trustees (the ?Board of Trustees?)
determines in its sole discretion to assign to the Advisor
from time to time (referred to in this Agreement as the
?Wellington Management Portfolio?), as communicated to the
Advisor on behalf of the Board of Trustees by The Vanguard
Group, Inc. (?Vanguard?). The Board of Trustees may, from
time to time, make additions to, and withdrawals from, the
assets of the Fund assigned to the Advisor. The Advisor
accepts such employment and agrees to render the services
herein set forth, for the compensation herein provided.
2. Duties of Advisor. The Trust employs the Advisor to
manage the investment and reinvestment of the assets of
the Wellington Management Portfolio; to continuously review,
supervise, and administer an investment program for the
Wellington Management Portfolio; to determine in its
discretion the securities to be purchased or sold and the
portion of such assets to be held uninvested; to provide
the Fund with all records concerning the activities of
the Advisor that the Fund is required to maintain; and to
render regular reports to the Trust?s officers and the
Board of Trustees concerning the discharge of the foregoing
responsibilities. The Advisor will discharge the foregoing
responsibilities subject to the supervision and oversight
of the Trust?s officers and the Board of Trustees, and in
compliance with the objective, policies and limitations set
forth in the Fund?s prospectus and Statement of Additional
Information, any additional operating policies or procedures
that the Fund communicates to the Advisor in writing, and
applicable laws and regulations. The Advisor agrees to
provide, at its own expense, the office space, furnishings
and equipment, and personnel required by it to perform the
services on the terms and for the compensation provided
herein.
3. Securities Transactions. The Advisor is
authorized to select the brokers or dealers that will execute
purchases and sales of securities for the Wellington
Management Portfolio, and is directed to use its best efforts
to obtain best execution for such transactions. In
selecting brokers or dealers to execute trades for the
Wellington Management Portfolio, the Advisor will comply with
all applicable statutes, rules, interpretations by the U.S.
Securities and Exchange Commission or its staff, other
applicable law, and the written policies established by the
Board of Trustees and communicated to the Advisor in writing.
4. Compensation of Advisor. For services to be provided
by the Advisor pursuant to this Agreement, the Fund will pay
to the Advisor, and the Advisor agrees to accept as full
compensation therefor, an investment advisory fee consisting
of a basic fee plus a performance adjustment at the rates
specified in Schedule A to this Agreement, payable quarterly
in arrears.
5. Reports. The Fund and the Advisor agree to furnish to
each other current prospectuses, proxy statements, reports to
shareholders, certified copies of their financial statements,
and such other information with regard to their affairs as
each may reasonably request including, but not limited to,
information about changes in partners of the Advisor.
6. Compliance. The Advisor agrees to comply with all
Applicable Law and all policies, procedures, or reporting
requirements that the Board of Trustees reasonably adopts
and communicates to the Advisor in writing including, without
limitation, any such policies, procedures, or reporting
requirements relating to soft dollar or other brokerage
arrangements. ?Applicable Law? means (i) the ?federal
securities laws? as defined in Rule 38a-1(e)(1) under
the 1940 Act, as amended from time to time, and (ii) any
and all other laws, rules, and regulations, whether
foreign or domestic, in each case applicable at any time
and from time to time to the investment management
operations of the Advisor in relation to the Wellington
Management Portfolio.
7. Status of Advisor. The services of the Advisor to
the Fund are not to be deemed exclusive, and the Advisor
will be free to render similar services to others so long
as its services to the Fund are not impaired thereby.
The Advisor will be deemed to be an independent contractor
and will, unless otherwise expressly provided or
authorized, have no authority to act for or represent
the Fund in any way or otherwise be deemed an agent
of the Fund or the Trust.
8. Liability of Advisor. No provision of this
Agreement will be deemed to protect the Advisor
against any liability to the Fund or its shareholders
to which it might otherwise be subject by reason of
any willful misfeasance, bad faith, or gross negligence
in the performance of its duties or the reckless
disregard of its obligations under this Agreement.
9. Limitations on Consultations. The Advisor is
prohibited from consulting with other advisors of the
Fund, except Vanguard, concerning transactions for the
Fund in securities or other assets.
10. Duration; Termination; Notices; Amendment. This
Agreement will become effective on the date hereof and
will continue in effect for successive twelve-month
periods, only so long as each continuance specifically
is approved at least annually by the Board of Trustees,
including a majority of those Trustees who are not parties
to such Agreement or interested persons of any such party,
cast in person at a meeting called for the purpose of
voting on such approval. In addition, the question of
continuance of the Agreement may be presented to the
shareholders of the Fund; in such event, such continuance
will be effected only if approved by the affirmative vote
of a majority of the outstanding voting securities of
the Fund.
Notwithstanding the foregoing, however, (i) this Agreement
may at any time be terminated without payment of any
penalty either by vote of the Board of Trustees or by
vote of a majority of the outstanding voting securities
of the Fund, on thirty days? written notice to the
Advisor, (ii) this Agreement will automatically
terminate in the event of its assignment, and
(iii) this Agreement may be terminated by the
Advisor on ninety days? written notice to the Fund.
Any notice under this Agreement will be given in writing,
addressed and delivered, or mailed postpaid, to the other
party as follows:
If to the Fund, at:
Vanguard Explorer Fund
X.X. Xxx 0000
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx XxXxxxx
Telephone: 000-000-0000
Facsimile: 000-000-0000
If to the Advisor, at:
Wellington Management Company, LLP
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Legal and Compliance
Facsimile: 000-000-0000
This Agreement may be amended by mutual consent, but the
consent of the Trust must be approved (i) by a majority
of those members of the Board of Trustees who are not
parties to this Agreement or interested persons of any
such party, cast in person at a meeting called for the
purpose of voting on such amendment, and (ii) to the extent
required by the 1940 Act, by a vote of a majority of the
outstanding voting securities of the Fund.
As used in this Section 10, the terms ?assignment,?
?interested persons,? and ?vote of a majority of the
outstanding voting securities? will have the respective
meanings set forth in Section 2(a)(4), Section 2(a)(19),
and Section 2(a)(42) of the 1940 Act.
11. Severability. If any provision of this Agreement
will be held or made invalid by a court decision, statute,
rule, or otherwise, the remainder of this Agreement will
not be affected thereby.
12. Confidentiality. The Advisor shall keep confidential
any and all information obtained in connection with the
services rendered hereunder and relating directly or
indirectly to the Fund, the Trust, or Vanguard and shall
not disclose any such information to any person other
than the Trust, the Board of Trustees, Vanguard, and any
director, officer, or employee of the Trust or Vanguard,
except (i) with the prior written consent of the Trust,
(ii) as required by law, regulation, court order, or the
rules or regulations of any self-regulatory organization,
governmental body, or official having jurisdiction over
the Advisor, or (iii) for information that is publicly
available other than due to disclosure by the Advisor or
its affiliates or becomes known to the Advisor from a
source other than the Trust, the Board of Trustees, or
Vanguard.
13. Proxy Policy. The Advisor acknowledges that Vanguard,
at the direction of the Fund, will vote the shares of all
securities that are held by the Fund.
14. Governing Law. All questions concerning the validity,
meaning, and effect of this Agreement shall be determined
in accordance with the laws (without giving effect to the
conflict-of-law principles thereof) of the State of Delaware
applicable to contracts made and to be performed in that state.
IN WITNESS WHEREOF, the parties hereto have caused this
Investment Advisory Agreement to be executed as of the
date first set forth herein.
Wellington Management Company, LLP
Vanguard Explorer Fund
/s/ Xxxxxxx X. Xxxxxx 2/3/11
_______________________________ _________
Signature Date
Xxxxxxx X. Xxxxxx
____________________________
Print Name
/s/ F. Xxxxxxx XxXxxx 2/14/11
_______________________________ _________
Signature Date
F. Xxxxxxx XxXxxx
____________________________
Print Name
