AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made as of this 1st day of December, 2010,
between Vanguard World Fund, a Delaware statutory trust
(the ?Trust?), and Xxxxxxx Xxxxxxx Overseas Ltd., a corporation
organized under the laws of Scotland, United Kingdom (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 Growth 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 February 6, 2003, which was amended
and restated effective December 1, 2006 (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 ?BG Portfolio?). As of the date of this Agreement, the BG
Portfolio will consist of the portion of the assets of the Fund that
the Board of Trustees has determined to assign to the Advisor, 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 BG
Portfolio; to continuously review, supervise, and administer an
investment program for the BG 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 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 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 BG 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 the Board of Trustees any information
relating to the portfolio transactions the Advisor has directed
on behalf of the BG Portfolio as such officers or the Board may
reasonably request.
4. Compensation of Advisor. For services to be
rendered 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, and such other information with regard to
their affairs as each may reasonably request.
6. Compliance. The Advisor has established and
agrees to maintain a compliance program, as required by Rule
206(4)-7 under the Investment Advisers Act of 1940 and by Rule
38a-1 under the 1940 Act, with respect to its investment management
operations in relation to the BG Portfolio. The Advisor furthermore
agrees to comply with 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.
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
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
thereafter, 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 of the
Trust 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 International Growth Fund
X.X. Xxx 0000
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx X. XxXxxxx
Telephone: 000-000-0000
Facsimile: 000-000-0000
If to the Advisor, at:
Xxxxxxx Xxxxxxx Overseas Ltd
Xxxxxx Square
0 Xxxxxxxxx Xxx
Xxxxxxxxx, Xxxxxxxx
Xxxxxx Xxxxxxx XX0 0XX
Attention: Xxxxxx Xxxxxxxx
Telephone: 00 000 000 0000
Facsimile: 44 131 275 3975
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 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.
Xxxxxxx Xxxxxxx Overseas Ltd. Vanguard World Fund
/c/ T. Xxxxx Xxxxxx 12/15/2010 /c/ F. Xxxxxxx XxXxxx 1/4/2011
___________________________________ _____________________________________
Signature Date Signature Date
T. Xxxxx Xxxxxx F. Xxxxxxx XxXxxx
___________________________________ _____________________________________
Print Name Print Name
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