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 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 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 Adviser 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
?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 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 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 the 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, subject to written
policies and procedures provided to the Advisor,
and consistent with Section 28(e) of the Securities
Exchange Act of 1934. The Advisor will promptly
communicate to the Trust?s officers and the 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
therefor, an investment advisory fee consisting
of a base fee plus a performance adjustment at
the rates specified in Schedule A to this Agreement.
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 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 under this Agreement.
9. Limitations on Consultations.
The Advisor is prohibited from consulting with
other investment advisors of the Fund, except
Xxxxxxxx Investment Management North America
Limited, concerning transactions for the Fund in
securities or other assets.
10. 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.
11. 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 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 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:
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.
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.
12. 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.
13. Confidentiality. The Advisor
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 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.
14. Proxy Policy. The Advisor
acknowledges that Vanguard will vote the
shares of all securities that are held by the Fund.
15. 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.
16. Treatment of the Fund under FSA Rules.
The Fund will be treated as a Professional
Client under the rules of the Financial
Services Authority in the United Kingdom.
IN WITNESS WHEREOF, the parties
hereto have caused this Investment Advisory
Agreement to be executed as of the date first
set forth herein.
XXXXXXXX INVESTMENT
MANAGEMENT
NORTH AMERICA INC. VANGUARD WORLD FUND
/c/ Xxxx X. Xxxxxxxx 12/22/2010 /c/ F. Xxxxxxx XxXxxx 1/4/2011
___________________________________ _____________________________________
Signature Date Signature Date
Xxxx X. Xxxxxxxx F. Xxxxxxx XxXxxx
___________________________________ _____________________________________
Print Name Print Name
2
6
0234708 4/27/2011
B-4
B-1
