INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of the 29th day of June, 2002, and amended and restated
this 1st day of August, 2006, between Vanguard Whitehall Funds, a Delaware
statutory trust (the "Trust"), and Xxxxxxxx Investment Management North America
Inc., a Delaware corporation (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
International Explorer Fund (the "Fund"); and
WHEREAS, the Trust desires to retain the Advisor to render investment
advisory services to the Fund, and the Advisor is willing to render such
services.
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 "Schroder 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 Schroder Portfolio; to
continuously review, supervise, and administer an investment program for the
Schroder 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 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 Schroder
Portfolio, and is directed to use its best efforts to obtain the best available
price and most favorable execution for such transactions consistent with Section
28(e) of the Securities Exchange Act of 1934, and subject to written policies
and procedures provided to the Advisor. The Advisor will promptly communicate to
the Trust's officers and Board of Trustees such information relating to
portfolio transactions as they may reasonably request.
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 therefore, an investment advisory fee at
the rate specified in Schedule A to this Agreement. The fee will be calculated
based on annual percentage rates applied to the average daily net assets of the
Schroder Portfolio and will be paid to the Advisor quarterly. Further, the
investment advisory fee will be increased or decreased by applying a performance
adjustment, as specified in Schedule A.
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.
6. COMPLIANCE. The Advisor agrees to comply with all Applicable Law and all
policies, procedures, or reporting requirements that the Board of Trustees of
the Trust 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 Schroder 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 with respect to the Advisor's management of the
Schroder Portfolio under this Agreement.
9. FORCE MAJEURE. The Advisor shall not be responsible for any loss or
damage, or failure to comply or reasonable delay in complying with any duty or
obligation, under or pursuant to this Agreement arising as a direct or indirect
result of any reason, cause or contingency beyond its reasonable control,
including (without limitation) natural disasters, nationalization, currency
restrictions, act of war, act of terrorism, act of God, postal or other strikes
or industrial actions, or the failure, suspension or disruption of any relevant
stock exchange or market. The Advisor shall notify the Fund promptly when it
becomes aware of any event described above. The Fund shall not be responsible
for temporary delays in the performance of its duties and obligations hereunder
and correspondingly shall not be liable for any loss or damage attributable to
such delay in consequence of any event described above.
10. DURATION; TERMINATION; NOTICES; AMENDMEnt. This Agreement will become
effective on the date first written above and will continue in effect for a
period of two years thereafter, and shall continue in effect for successive
twelve-month periods thereafter, only so long as this Agreement is approved at
least annually by votes of the Trust's Board of 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 affected 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 of the Trust or by vote of a majority of the outstanding voting
securities of the Fund, on sixty 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 International Explorer Fund
X.X. Xxx 0000
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxx
Telephone: 000-000-0000 Facsimile: 000-000-0000
If to the Advisor, at:
Xxxxxxxx Investment Management North America Inc.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000-0000
Attention: Xxxxx Xxxxxxx-Xxxxx
Telephone: 000-000-0000
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 of the Trust.
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 of the Trust, 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 of the Trust, or Vanguard.
13. PROXY POLICY. The Advisor acknowledges that Vanguard will vote the
shares of all securities that are held by the Fund unless other mutually
acceptable arrangements are made with the Advisor with respect to the Schroder
Portfolio.
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 Amended and
Restated Investment Advisory Agreement to be executed as of the date first set
forth herein.
Xxxxxxxx Investment Management North Vanguard Whitehall Funds
America Inc.
Xxxxx Xxxxxxx-Xxxxx 11/10/06 Xxxx X. Xxxxxxx 11/20/06
------------------------------- --------- ----------------------- ---------
Signature Date Signature Date
XXXXX XXXXXXX-XXXXX XXXX X. XXXXXXX
---------------------------- ----------------------------
Print Name Print Name
AMENDED AND RESTATED
SUB-ADVISORY AGREEMENT
THIS SUB-ADVISORY AGREEMENT is made as of this 1st day of November, 2006,
among VANGUARD WHITEHALL FUNDS, a Delaware statutory trust (the "Trust"),
XXXXXXXX INVESTMENT MANAGEMENT NORTH AMERICA INC., a Delaware corporation (the
"Adviser"), and XXXXXXXX INVESTMENT MANAGEMENT NORTH AMERICA LTD., a U.K.
corporation (the "Sub-Adviser").
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
International Explorer Fund (the "Fund"); and
WHEREAS, the Trust retains the Adviser to render investment advisory
services to the Fund under an Investment Advisory Agreement dated as of July 29,
2002 (the "Investment Advisory Agreement"); and
WHEREAS, effective as of April 1, 2003, the Adviser completed a corporate
restructuring (the "Restructuring") under which (1) the Adviser closed its
London branch, (2) the Sub-Adviser agreed to act as sub-adviser and make the
Portfolio Management Team available to the Adviser for purposes of providing
investment advisory services to the Trust pursuant to the Investment Advisory
Agreement, (3) the Adviser and the Sub-Adviser determined that there was no
change in the Portfolio Management Team, or in the investment personnel who
oversee and supervise the Portfolio Management Team, as a result of the
Restructuring, (4) the Sub-Adviser and the Portfolio Management Team have been
subject to day-to-day oversight, supervision and reporting by the Adviser, and
(5) in order to reasonably reflect the apportionment of such services and
responsibilities, the Adviser agreed to pay to the Sub-Adviser twenty-five
percent (25%) of all fees actually paid by the Fund to the Adviser under the
Investment Advisory Agreement; and
WHEREAS, effective as of the date hereof, the Adviser has agreed to pay to
the Sub-Adviser fifty percent (50%) of all fees actually paid by the Fund to the
Adviser under the Investment Advisory Agreement; and
WHEREAS, on the basis of the foregoing, the Trust desires to employ the
Sub-Adviser as investment sub-adviser, and the Sub-Adviser is willing to render
investment sub-advisory services to the Trust, subject to and in accordance with
the terms and conditions of this Agreement;
NOW THEREFORE, in consideration of the mutual promises and undertakings set
forth in this "Agreement," the Trust, the Adviser and the Sub-Adviser hereby
agree as follows:
1. APPOINTMENT OF SUB-ADVISER. The Adviser hereby employs the Sub- Adviser
as investment sub-adviser, 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 Adviser from
time to time (referred to in this Agreement as the "Schroder Portfolio"). As of
the date of this Agreement, the Schroder Portfolio will consist of the portion
of the assets of the Fund that the Board of Trustees has determined to assign to
the Adviser, as communicated to the Adviser 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 Adviser. If and when the Adviser is notified of any such
addition or withdrawal, the Adviser shall promptly notify the Sub-Adviser of the
same. The Sub-Adviser accepts such employment and agrees to render the services
herein set forth, for the compensation herein provided.
2. DUTIES OF SUB-ADVISER.
(a) The Adviser employs the Sub-Adviser to manage the investment and
reinvestment of the assets of the Schroder Portfolio in accordance with the
Investment Advisory Agreement; to continuously review, supervise, and administer
an investment program for the Schroder 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 (either directly or through the Adviser) with
all records concerning the activities of the Sub-Adviser that the Fund is
required to maintain; and to render or assist the Adviser in rendering regular
reports to the Fund's officers and Board of Trustees concerning the discharge of
the Sub-Adviser's responsibilities hereunder. The Sub-Adviser will discharge the
foregoing responsibilities subject to the supervision and oversight of the
Adviser, the Fund's officers and the Board of Trustees and in compliance with
the objectives, 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 Sub-Adviser in writing (either
directly or through the Adviser), and applicable laws and regulations. The
Sub-Adviser agrees to provide, at its own expense, the office space, furnishings
and equipment, and the personnel required by it to perform the services on the
terms and for the compensation provided herein.
(b) The Sub-Adviser acknowledges and agrees that the Adviser is ultimately
responsible for providing to the Trust the services required of the Adviser
under the Investment Advisory Agreement. Accordingly, the Sub-Adviser shall
discharge its duties and responsibilities specified in paragraph (a) of this
Section 2 and elsewhere in this Agreement subject at all times to the direction,
control, supervision and oversight of the Adviser. In furtherance thereof, the
Sub-Adviser shall, without limitation, (i) make its offices available to
representatives of the Adviser for on-site inspections and consultations with
the officers and applicable portfolio managers of the Sub-Adviser responsible
for the day-to-day management of the Fund, (ii) upon request, provide the
Adviser with copies of all records it maintains regarding its management of the
Fund and (iii) report to the Adviser each calendar quarter and at such other
times as the Adviser may reasonably request regarding (A) the Sub-Adviser's
implementation of the Fund's investment program and the Fund's portfolio
composition and performance, (B) any policies and procedures implemented by the
Sub-Adviser to ensure compliance with United States securities laws and
regulations applicable to the Sub-Adviser and the Fund, (C) the Fund's
compliance with the objectives, policies and limitations set forth in the Fund's
prospectus and
Statement of Additional Information and any additional operating policies or
procedures that the Fund communicates to the Sub-Adviser in writing (either
directly or through the Adviser) and (D) such other matters as the Adviser may
reasonably request.
3. SECURITIES TRANSACTIONS. The Sub-Adviser is authorized to select the
brokers or dealers that will execute purchases and sales of securities for the
Schroder Portfolio, and is directed to use its best efforts to obtain the best
available price and most favorable execution for such transactions. To the
extent expressly permitted by the written policies and procedures established by
the Board of Trustees, and subject to Section 28(e) of the Securities Exchange
Act of 1934, as amended, any interpretations thereof by the Securities and
Exchange Commission or its staff, and other applicable law, the Sub-Adviser is
permitted to pay a broker or dealer an amount of commission for effecting a
securities transaction in excess of the amount of commission another broker or
dealer would have charged for effecting that transaction if the Sub-Adviser
determines in good faith that such amount of commission was reasonable in
relation to the value of the brokerage and research services provided by such
broker or dealer, viewed in terms of either that particular transaction or the
Sub-Adviser's overall responsibilities to the accounts as to which it exercises
investment discretion. The execution of such transactions in conformity with the
authority expressly referenced in the immediately preceding sentence shall not
be deemed to represent an unlawful act or breach of any duty created by this
Agreement or otherwise. Subject to the first sentence of this Section 3, the
Sub-Adviser agrees to comply with any directed brokerage or other brokerage
policies and procedures that the Fund communicates to the Sub-Adviser in writing
(either directly or through the Adviser). The Sub-Adviser will promptly
communicate or assist the Adviser in communicating to the Fund's officers and
the Board of Trustees any information relating to the portfolio transactions the
Sub-Adviser has directed on behalf of the Schroder Portfolio as the Adviser or
such officers or the Board may reasonably request.
4. COMPENSTION OF SUB-ADVISER. For the services to be rendered by the
Sub-Adviser as provided in this Agreement, the Adviser (and not the Trust or the
Fund) will pay to the Sub-Adviser at the end of each of the Fund's fiscal
quarters an amount equal to fifty percent (50%) of all fees actually paid by the
Fund to the Adviser for such fiscal quarter under Section 4 of the Investment
Advisory Agreement; provided, however, that the Sub-Adviser's fee payable
hereunder for any period shall be reduced such that the Sub-Adviser bears fifty
percent (50%) of any voluntary fee waiver observed or expense reimbursement
borne by the Adviser with respect to the Fund for such period. For clarity, the
Adviser (and not the Trust or the Fund) shall be obligated to pay the
Sub-Adviser fees hereunder for any period only out of and following the
Adviser's receipt from the Fund of advisory fees pursuant to Section 4 of the
Investment Advisory Agreement for such period.
In the event of termination of this Agreement, the fees provided in this
Agreement will be computed on the basis of the period ending on the last
business day on which this Agreement is in effect, subject to a pro rata
adjustment based on the number of days the Sub-Adviser performed services
hereunder during the fiscal quarter in which such termination becomes effective
as a percentage of the total number of days in such quarter.
5. REPORTS. The Fund and the Sub-Adviser (in either case either directly or
through the Adviser) 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
shareholders of the Sub-Adviser (to the extent applicable).
6. COMPLIANCE. The Sub-Adviser agrees to comply with all policies,
procedures or reporting requirements that the Board of Trustees of the Trust
reasonably adopts and communicates to the Sub-Adviser in writing (either
directly or through the Adviser), including, without limitation, any such
policies, procedures or reporting requirements relating to soft dollar or
directed brokerage arrangements.
7. STATUS OF SUB-ADVISER. The services of the Sub-Adviser to the Adviser
and the Fund are not to be deemed exclusive, and the Sub-Adviser will be free to
render similar services to others so long as its services to the Adviser and the
Fund are not impaired thereby. The Sub-Adviser will be deemed to be an
independent contractor with respect to the Fund 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 SUB-ADVISER. No provision of this Agreement will be deemed
to protect the Sub-Adviser against any liability to the Adviser or 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. FORCE MAJEURE. The Sub-Adviser shall not be responsible for any loss or
damage, or failure to comply or reasonable delay in complying with any duty or
obligation, under or pursuant to this Agreement arising as a direct or indirect
result of any reason, cause or contingency beyond its reasonable control,
including (without limitation) natural disasters, nationalization, currency
restrictions, act of war, act of terrorism, act of God, postal or other strikes
or industrial actions, or the failure, suspension or disruption of any relevant
stock exchange or market. The Sub-Adviser shall notify the Fund promptly (either
directly or through the Adviser) when it becomes aware of any event described
above. Neither the Adviser nor the Fund shall be responsible for temporary
delays in the performance of its or their duties and obligations hereunder and
correspondingly shall not be liable for any loss or damage attributable to such
delay in consequence of any event described above.
10. DURATION; TERMINATION; NOTICES; AMENDMENT. This Agreement will become
effective as of the date hereof, and will continue in effect for a period of two
years thereafter, and shall continue in effect for successive twelve- month
periods thereafter, only so long as each such successive continuance is approved
at least annually by votes of the Trust's Board of 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 of the Trust or by vote of a majority of the outstanding voting
securities of the Fund, on sixty days' written notice to the Sub-Adviser, (ii)
this Agreement will automatically terminate in the event of its assignment,
(iii) this Agreement may be terminated by the Adviser on sixty days' written
notice to the Sub-Adviser and (iv) this Agreement may be terminated by the
Sub-Adviser on sixty days' written notice to the Trust and the Adviser. 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 Whitehall Funds - Vanguard International Explorer Fund
X.X. Xxx 0000
Xxxxxx Xxxxx, XX 00000
Attention: Portfolio Review Group
Telephone: 000-000-0000
Facsimile: 000-000-0000
If to the Adviser, at:
Xxxxxxxx Investment Management North America Inc.
000 Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxxx X. Xxxxx
Telephone: 000-000-0000
Facsimile: 000-000-0000
If to the Sub-Adviser, at:
Xxxxxxxx Investment Management North America Limited.
00 Xxxxxxx Xxxxxx
Xxxxxx, X.X. XX0X 0XX
Attention: Compliance Director
Telephone: 000 0000 0000
Facsimile: 020 7658 6965
This Agreement may be amended by mutual consent of the parties hereto, 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 or the
Trust.
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 Sub-Adviser shall keep confidential any and all
information obtained in connection with the services rendered hereunder and
shall not disclose any such information to any person other than the Adviser,
the Trust, the Board of Trustees of the Trust, Vanguard, and any director,
officer, or employee of the Adviser, 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 Adviser or the
Sub-Adviser, or (iii) for information that is publicly available other than due
to disclosure by the Sub-Adviser or its affiliates or becomes known to the
Sub-Adviser from a source other than the Adviser, the Trust, the Board of
Trustees of the Trust, or Vanguard.
13. PROXY POLICY. The Sub-Adviser acknowledges that Vanguard will vote the
shares of all securities that are held by the Fund unless other mutually
acceptable arrangements are made by the Trust, the Adviser and the Sub-Adviser
with respect to the Schroder Portfolio.
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-interest law principles thereof) of
the State of Delaware applicable to contracts made and to be performed in that
state.
15. TREATMENT OF FUND UNDER FSA RULES. The Fund will be treated as an
Intermediate Customer under rules of the Financial Services Authority in the
United Kingdom.
16. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed and original, but all of which shall
together constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Sub-Advisory
Agreement to be executed as of the date first set forth herein.
VANGUARD WHITEHALL FUNDS
By: ____________________________________
Name:
Title:
XXXXXXXX INVESTMENT MANAGEMENT
NORTH AMERICA INC.
By: ____________________________________
Name:
Title:
XXXXXXXX INVESTMENT MANAGEMENT
NORTH AMERICA LTD.
By: ____________________________________
Name:
Title:
