INVESTMENT ADVISORY AGREEMENT
AGREEMENT, made as of this 31st day of July, 2000, between VANGUARD
TRUSTEES' EQUITY FUNDS, a Delaware business trust (the "Trust"), and XXXXXXXXXX
GLOBAL INVESTORS, a Delaware corporation ("Adviser").
WHEREAS, the Trust is an open-end, diversified management investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act");
WHEREAS, the Trust offers a series of shares known as Vanguard
International Value Fund (the "Fund"); and
WHEREAS, the Trust desires to retain Adviser to render investment
advisory services to certain assets of the Fund which the Board of Trustees of
the Trust determines to assign to Adviser (referred to in this Agreement as the
"HGI Portfolio"), and Adviser is willing to render such services;
NOW, THEREFORE, this Agreement
W I T N E S S E T H
that in consideration of the premises and mutual promises hereinafter set forth,
the parties hereto agree as follows:
1. Appointment of Adviser. The Trust hereby employs Adviser as
investment adviser, on the terms and conditions set forth herein, for the assets
of the Fund that the Board of Trustees determines to assign to Adviser. The
Trust's Board of Trustees may, from time to time, make additions to, and
withdrawals from, the assets of the Fund assigned to Adviser. Adviser accepts
such employment and agrees to render the services herein set forth, for the
compensation herein provided.
2. Duties of Adviser. The Trust employs Adviser to manage the
investment and reinvestment of the assets of the HGI Portfolio, to continuously
review, supervise and administer an investment program for such assets of the
Fund, 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 Adviser 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. Adviser
will discharge the foregoing responsibilities subject to the control of the
officers and the Board of Trustees of the Trust, and in compliance with the
objectives, policies and limitations set forth in the Fund's prospectus, any
additional operating policies or procedures that the Fund communicates to the
Adviser in writing, and applicable laws and regulations. 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.
3. Securities Transactions. Adviser is authorized to select the brokers
or dealers that will execute purchases and sales of securities for the HGI
Portfolio, and is directed to use its best efforts to obtain the best available
price and most favorable execution for such transactions, except as otherwise
permitted by the Board of Trustees of the Trust pursuant to written policies and
procedures provided to the Adviser. Adviser 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 Adviser. For the services to be rendered by Adviser
as provided in this Agreement, the Fund will pay to Adviser at the end of each
of the Fund's fiscal quarters, a Basic Fee calculated by applying a quarterly
rate, based on the following annual percentage rates, to the average month-end
net assets of the HGI Portfolio for the quarter:
0.475% on the first $50 million of average net assets; 0.150% on the next
$450 million of average net assets; 0.120% on the next $500 million of
average net assets; 0.110 on average net assets in excess of $1 billion.
Subject to the transition rule described in Section 4.1 of this Agreement, the
Basic Fee, as provided above, will be increased or decreased by the amount of a
Performance Fee Adjustment ("Adjustment"). The Adjustment will be calculated as
a percentage of the average month-end net assets of the HGI Portfolio for the
36-month period ending with the then-ended quarter, and the Adjustment will
change proportionately with the investment performance of the HGI Portfolio
relative to the investment performance of the Xxxxxx Xxxxxxx Capital
International (MSCI) EAFE Index (the "Index") for the same period. The
Adjustment applies as follows:
Cumulative 36-Month Performance Adjustment as a Percentage of
of HGI Portfolio vs. Index Base Fee*
----------------------------------- -------------------------------
More than 13.5% 50%
4.5% through 13.5% 25%
0 through 4.5% No adjustment
-9% to 0 25%
Less than -9% 50%
-----------------------
*For purposes of this calculation, the Base Fee will be calculated based on
average month-end net assets over the 36-month period.
4.1. Transition Rule for Calculating Adviser's Compensation. The Adjustment
will not be fully operable until the close of the quarter ending September 30,
2003. Until that time, the following transition rules will apply:
(a) July 31, 2000 through June 30, 2001. The Adviser's
compensation will be the Basic Fee. No Adjustment will apply during
this period.
(b) July 1, 2001 through September 30, 2003. Beginning July 1,
2001, the Adjustment will take effect on a progressive basis with
regards to the number of months elapsed between October 1, 2000, and
the quarter for which the Adviser's fee is being computed. During this
period, the Adjustment outlined in Section 4.0 will be multiplied by a
fraction. The fraction will equal the number of months elapsed since
October 1, 2000, divided by thirty-six.
(c) On and after September 30, 2003. Commencing September 30,
2003, the Adjustment will be fully operable.
4.2. Other Special Rules Relating to Adviser's Compensation. The following
special rules will also apply to the Adviser's compensation:
(a) HGI Portfolio Performance. The investment performance of
the HGI Portfolio for any period, expressed as a percentage of the "HGI
Portfolio unit value" at the beginning of such period, shall be the sum
of: (i) the change in the HGI Portfolio unit value during such period;
(ii) the unit value of the Fund's cash distributions from the HGI
Portfolio's net investment income and realized net capital gains
(whether long-term or short-term) having an ex-dividend date occurring
within such period; and (iii) the unit value of capital gains taxes
paid or accrued during such period by the Fund for undistributed
realized long-term capital gains realized from the HGI Portfolio.
(b) "HGI Portfolio Unit Value." The "HGI Portfolio unit value"
will be determined by dividing the total net assets of the HGI
Portfolio by a given number of units. Initially, the number of units in
the HGI Portfolio will equal a nominal value as determined by dividing
initial assets by a unit value of $100.00 on October 1, 2000.
Subsequently, as assets are added to or withdrawn from the HGI
Portfolio, the number of units of the HGI Portfolio will be adjusted
based on the unit value of the HGI Portfolio on the day such changes
are executed. Any cash buffer maintained by the Fund outside of the HGI
Portfolio shall neither be included in the total net assets of the HGI
Portfolio nor included in the computation of the HGI Portfolio Unit
Value.
(c) Index Performance. The investment record of the Index for
any period, expressed as a percentage of the Index at the beginning of
such period, shall be the sum of: (i) the change in the level of the
Index during such period, and (ii) the value, computed consistently
with the Index of cash distributions having an ex-dividend date
occurring within such period made by companies whose securities
comprise the Index. For this purpose, cash distributions on the
securities which comprise the Index shall be treated as reinvested in
the Index at least as frequently as the end of each calendar quarter
following the payment of the dividend.
(d) Performance Computations. The foregoing notwithstanding, any
computation of the investment performance of the HGI Portfolio and the
investment record of the Index shall be in accordance with any then
applicable rules of the U.S. Securities and Exchange Commission.
(e) Effect of Termination. In the event of termination of this
Agreement, the fees provided in Sections 4 and 4.1 shall 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 elapsed in the current fiscal quarter as a percentage of
the total number of days in such quarter.
5. Reports.The Trust and 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.
6. Compliance. Adviser agrees to comply with all policies, procedures
or reporting requirements that the Board of Trustees of the Trust reasonably
adopts and communicates to Adviser in writing, including any such policies,
procedures or reporting requirements relating to soft dollar or directed
brokerage arrangements.
7. Status of Adviser. The services of Adviser to the Fund are not to be
deemed exclusive, and Adviser will be free to render similar services to others
so long as its services to the Fund are not impaired thereby. Adviser 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 or
the Fund in any way or otherwise be deemed an agent of the Fund or the Fund.
8. Liability of Adviser. No provision of this Agreement will be deemed
to protect Adviser against any liability to the Fund, the Fund or their
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. Duration and Termination. This Agreement will become effective on
July 31, 2000, and will continue in effect until July 30, 2002, and thereafter,
only so long as such 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.
Provided, however, that (i) this Agreement may at any time be
terminated without payment of any penalty either by vote of the Board of
Trustees of the Fund or by vote of a majority of the outstanding voting
securities of the Fund, on thirty days' written notice to Adviser, (ii) this
Agreement will automatically terminate in the event of its assignment, and (iii)
this Agreement may be terminated by Adviser 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 at any office of such
party.
This Agreement may be amended by mutual consent, but the consent of the
Trust must be approved (a) 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 (b) to the extent required by the 1940 Act, by vote of a majority
of the outstanding voting securities of the Fund of the Trust.
As used in this Section 9, the terms "assignment," "interested
persons," a "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 Investment Fund Act of 1940.
10. 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.
11. Proxy Policy. The Fund will vote the shares of all securities that it
holds, unless other mutually acceptable arrangements are made with Adviser.
12. 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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed this 28th day of July, 2000.
ATTEST: VANGUARD TRUSTEES' EQUITY FUND
By /S/ Xxxxxxx Xxxxxx By /S/ Xxxx X. Xxxxxxx
__________________________ _________________________________
Principal and Chairman, CEO and President
Associate Counsel
ATTEST: XXXXXXXXXX GLOBAL INVESTORS
By /S/ J. Xxxxxxxxxxx Xxxxxxx By /S/ Xxxxxx Xxxxxxxxxx
_________________________ ________________________
Senior Vice President and Chief Investment Officer
General Counsel
