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 Xxxxx & Company, L.L.C., a Delaware limited liability company
(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
U.S. 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 April 19, 2004, which was amended
and restated on December 1, 2006 (collectively, the ?Prior Agreement?;
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 ?WB 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 WB
Portfolio; to continuously review, supervise, and administer an investment
program for the WB 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
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 WB 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 WB Portfolio as such officers or the Board 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,
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 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 WB 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 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 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 votes of 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 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 U.S. 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 Xxxxx & Company, LLC
000 Xxxx Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxxx Xxxxx
Telephone: 000-000-0000
Facsimile: 000-000-0000
With a copy to:
Xxxxxxx Xxxxx & Company, LLC
000 Xxxx Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: General Counsel
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. 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, 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.
IN WITNESS WHEREOF, the parties hereto have
caused this Investment Advisory Agreement to be
executed as of the date first set forth herein.
XXXXXXX XXXXX & COMPANY, L.L.C.
VANGUARD WORLD FUND
/c/ Xxxxx X. Xxxxx 12/2/2010
_______________________________ _________
Signature Date
Xxxxx X. Xxxxx
____________________________
Print Name
/c/ F. Xxxxxxx XxXxxx 12/10/2010
_______________________________ _________
Signature Date
F. Xxxxxxx XxXxxx
____________________________
Print Name
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