AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
THIS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT (the "Agreement"), made
as of this 1st day of July, 2009, between Vanguard Quantitative Funds, a
Delaware statutory trust (the "Trust"), and Mellon Capital Management
Corporation, 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 Growth
and Income 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 April
1, 1996, which was amended on May 1, 1998, and further amended on July 1, 2006
(collectively, the "Prior Agreement"); and
WHEREAS, the Trust desires to amend and restate the Prior Agreement in
its entirety, and the Advisor is willing to render investment advisory services
to the Fund in accordance with the Agreement.
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 "Mellon Capital Portfolio"), as
communicated to the Advisor on behalf of the Board of Trustees by The Vanguard
Group, Inc. ("Vanguard"), including cash that may be directed to Vanguard for
cash management purposes. 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 appointment and agrees to render the services
herein set forth, for the compensation herein provided.
The assets of the Fund will be maintained in the custody of a custodian
(who shall be identified by the Trust in writing). The Advisor will not have
custody of any securities or other assets of the Fund and will not be liable for
any loss resulting from any act or omission of the custodian other than acts or
omissions arising in reasonable reliance on instructions of the Advisor.
2. Duties of Advisor. The Trust hereby appoints the Advisor to manage the
investment and reinvestment of the assets of the Mellon Capital Portfolio; to
continuously review, supervise, and administer an investment program for the
Mellon Capital 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 applicable to the Advisor that the
Trust provides to the Advisor in writing, provided that the Trust provides
Advisor sufficient time to review and implement any such policies or procedures.
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. The Trust shall be responsible for
extraordinary expenses incurred by the Advisor at the Trust's direction in
connection with the performance of its duties hereunder, including, without
limitation, advice and reporting. The Trust undertakes to provide the Advisor
with copies or other written notice of any amendments, modifications, or
supplements to the Fund's Prospectus and Statement of Additional Information and
Advisor will not need to comply until a copy has been provided to the Advisor
with sufficient time for Advisor to review and implement any provisions
applicable to the Advisor.
3. Securities Transactions. The Advisor is authorized to select the brokers or
dealers that will execute purchases and sales of securities for the Mellon
Capital 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 Mellon Capital 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
base 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 (or, in the case of the Advisor, the financial
statements of its parent company, The Bank of New York Mellon Corporation), and
such other information with regard to their affairs as each may reasonably
request including but not limited to, information about changes in the
investment officers of the Advisor who are responsible for managing the Mellon
Capital Portfolio.
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 (subject to the
Advisor's review and timely implementation), 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 they relate to the
services provided by the Advisor to the Trust pursuant to this Agreement, 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 Mellon
Capital 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. In the absence of (i) misfeasance, negligence, or the
violation of applicable law, on the part of the Advisor in performance of its
obligations and duties hereunder, (ii) reckless disregard by the Advisor of its
obligations and duties hereunder, or (iii) a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services (in
which case any award of damages shall be limited to the period and the amount
set forth in Section 36(b)(3) of the 1940 Act), the Advisor shall not be subject
to any liability to the Fund, or to any shareholder of the Fund, for any error
of judgment, mistake of law or any other act or omission in the course of, or
connected with, rendering services hereunder including, without limitation, for
any losses that may be sustained in connection with the purchase, holding,
redemption or sale of any security on behalf of the Fund. Federal and state
securities laws and ERISA impose liabilities under certain circumstances on
persons who act in good faith, and therefore nothing herein shall in any way
constitute a waiver or limitation of any rights which the Fund may have under
such laws.
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 shall continue in effect for successive
twelve-month periods, only so long as each such 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 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 Growth and Income 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:
Mellon Capital Management Corporation
00 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attention: Managing Director, Client Service
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.
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. Each party shall keep confidential any and all information
obtained in connection with the services rendered hereunder and relating
directly or indirectly to each respective party and shall not disclose any such
information to any person, except (i) with the prior written consent of the
disclosing party, (ii) as required by law, regulation or regulator request,
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
disclosing party or becomes known to the non-disclosing party from a source
other than the disclosing party.
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.
15. Representations of the Fund. The Fund (i) has met and will seek to continue
to meet for so long as this Agreement is in effect, any applicable federal or
state requirements, or the applicable requirements of any regulatory or industry
self-regulatory agency necessary to be met in order to perform the services
contemplated by this Agreement (ii) has the full power and authority to enter
and perform the services contemplated by this Agreement, (iii) acknowledges
receipt of Part II of the Advisor's Form ADV at least 48 hours prior to entering
into this Agreement, as required by Rule 204-3 under the Advisers Act and (iv)
shall provide (or cause the custodian to provide) timely information to Advisor
as may be reasonably necessary for the Advisor to perform its duties hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Investment Advisory
Agreement to be executed as of the date first set forth herein.
Vanguard Growth and
Mellon Capital Management Corporation Income Fund
/s/ Xxxxxxxx Xxxxxx Xxxxxxxx 7-2-2009 /s/F. Xxxxxxx XxXxxx 7-1-2009
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Signature Date Signature Date
Xxxxxxxx Xxxxxx Xxxxxxxx X. Xxxxxxx XxXxxx
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