AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
THIS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
(the ?Agreement?), made as of this 1st day of July, 2010, 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, and was amended and
restated July 1, 2009 (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 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.
Mellon Capital
Management Corporation Vanguard Quantitative Funds
________________________ __________
_______________________ __________
Signature Date Signature Date
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