AMENDED AND RESTATED
SUB-ADVISORY AGREEMENT
THIS AMENDED AND RESTATED SUB-ADVISORY
AGREEMENT is made as of this 1st day of December, 2010, among
VANGUARD WORLD FUND, a Delaware statutory trust
(the ?Trust?), XXXXXXXX INVESTMENT MANAGEMENT
NORTH AMERICA INC., a Delaware corporation
(the ?Adviser?), and XXXXXXXX INVESTMENT
MANAGEMENT NORTH AMERICA LIMITED, a U.K.
corporation (the ?Sub-Adviser?).
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 retains the Adviser to render
investment advisory services to the Fund under an Amended
and Restated Investment Advisory Agreement dated as of
December 1, 2010 (the ?Investment Advisory Agreement?); and
WHEREAS, effective as of April 1, 2003, the
Adviser completed a corporate restructuring (the ?Restructuring?)
under which (1) the Adviser closed its London branch, (2) the
Sub-Adviser agreed to act as sub-adviser and make the Portfolio
Management Team available to the Adviser for purposes of
providing investment advisory services to the Trust pursuant
to the Investment Advisory Agreement, (3) the Adviser and
the Sub-Adviser determined that there was no change in the
Portfolio Management Team, or in the investment personnel
who oversee and supervise the Portfolio Management Team, as
a result of the Restructuring, (4) the Sub-Adviser and the
Portfolio Management Team have been subject to day-to-day
oversight, supervision and reporting by the Adviser, and (5) in
order to reasonably reflect the apportionment of such services and
responsibilities, the Adviser agreed to pay to the Sub-Adviser
twenty-five percent (25%) of all fees actually paid by the
Fund to the Adviser under the Investment Advisory Agreement; and
WHEREAS, effective as of September 1, 2006, the Adviser
has agreed to pay to the Sub-Adviser fifty percent (50%)
of all fees actually paid by the Fund to the Adviser
under the Investment Advisory Agreement; and
WHEREAS, on the basis of the foregoing, the Trust
desires to employ the Sub-Adviser as investment sub-adviser,
and the Sub-Adviser is willing to render investment sub-advisory
services to the Trust, subject to and in accordance with the
terms and conditions of this Agreement.
NOW THEREFORE, in consideration of the mutual
promises and undertakings set forth in this Agreement, the
Trust, the Adviser and the Sub-Adviser hereby agree as follows:
1. Appointment of Sub-Adviser. The Adviser
hereby employs the Sub-Adviser as investment sub-adviser, 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 Adviser from time to time (referred to in this Agreement
as the ?Schroder Portfolio?). As of the date of this Agreement,
the Schroder Portfolio will consist of the portion of the assets
of the Fund that the Board of Trustees has determined to assign
to the Adviser, as communicated to the Adviser 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 Adviser. If and when the Adviser
is notified of any such addition or withdrawal, the Adviser
shall promptly notify the Sub-Adviser of the same.
The Sub-Adviser accepts such employment and agrees to
render the services herein set forth, for the compensation herein provided.
2. Duties of Sub-Adviser.
(a) The Adviser employs the Sub-Adviser to manage
the investment and reinvestment of the assets of the Schroder
Portfolio in accordance with the Investment Advisory
Agreement; 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 (either directly or through the Adviser) with all records
concerning the activities of the Sub-Adviser that the Fund is
required to maintain; and to render or assist the Adviser in
rendering regular reports to the Fund?s officers and the
Board of Trustees concerning the discharge of the Sub-Adviser?s
responsibilities hereunder. The Sub-Adviser will discharge the
foregoing responsibilities subject to the supervision and oversight
of the Adviser, the Fund?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 Sub-Adviser in writing
(either directly or through the Adviser), and applicable laws
and regulations. The Sub-Adviser 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.
(b) The Sub-Adviser acknowledges and agrees
that the Adviser is ultimately responsible for providing to the
Trust the services required of the Adviser under the
Investment Advisory Agreement. Accordingly, the Sub-Adviser
shall discharge its duties and responsibilities specified in
paragraph (a) of this Section 2 and elsewhere in this Agreement
subject at all times to the direction, control, supervision
and oversight of the Adviser. In furtherance thereof, the Sub-Adviser
shall, without limitation, (i) make its offices available to
representatives of the Adviser for on-site inspections and
consultations with the officers and applicable portfolio managers
of the Sub-Adviser responsible for the day-to-day management
of the Fund, (ii) upon request, provide the Adviser with
copies of all records it maintains regarding its management of
the Fund and (iii) report to the Adviser each calendar quarter
and at such other times as the Adviser may reasonably request
regarding (A) the Sub-Adviser?s implementation of the Fund?s
investment program and the Fund?s portfolio composition and
performance, (B) any policies and procedures implemented
by the Sub-Adviser to ensure compliance with United States
securities laws and regulations applicable to the Sub-Adviser
and the Fund, (C) the Fund?s compliance with the objective,
policies, and limitations set forth in the Fund?s prospectus
and Statement of Additional Information and any additional operating
policies or procedures that the Fund communicates to the
Sub-Adviser in writing (either directly or through the Adviser),
and (D) such other matters as the Adviser may reasonably request.
3. Securities Transactions. The Sub-Adviser 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 Sub-Adviser
(either directly or through the Adviser), and consistent with
Section 28(e) of the Securities Exchange Act of 1934.
The Sub-Adviser will promptly communicate or assist the
Adviser in communicating to the Fund?s officers and the
Board of Trustees such information relating to the portfolio
transactions the Sub-Adviser has directed on behalf of the
Schroder Portfolio as the Adviser or such officers or the Board
may reasonably request.
4. Compensation of Sub-Adviser. For the services
to be rendered by the Sub-Adviser as provided in this Agreement,
the Adviser (and not the Trust or the Fund) will pay to the
Sub-Adviser at the end of each of the Fund?s fiscal quarters
an amount equal to fifty percent (50%) of all fees actually paid
by the Fund to the Adviser for such fiscal quarter under Section
4 of the Investment Advisory Agreement; provided, however,
that the Sub-Adviser?s fee payable hereunder for any period shall
be reduced such that the Sub-Adviser bears fifty percent (50%)
of any voluntary fee waiver observed or expense reimbursement
borne by the Adviser with respect to the Fund for such period.
For clarity, the Adviser (and not the Trust or the Fund) shall be
obligated to pay the Sub-Adviser fees hereunder for any period
only out of and following the Adviser?s receipt from the
Fund of advisory fees pursuant to Section 4 of the Investment
Advisory Agreement for such period.
In the event of termination of this Agreement, the fees
provided in this Agreement beginning on the first day of the
then-current fiscal quarter and ending on the last business day
on which this Agreement is in effect (the ?Short Quarter?)
shall be calculated by applying the foregoing annual percentage
rates to the average daily net assets of the Schroder Portfolio during
the Short Quarter, dividing the result by four, and multiplying
that figure by a ratio equal to the number of days in the Short Quarter
divided by the total number of days in the full quarter.
5. Reports. The Fund and the Sub-Adviser (in either
case either directly or through the Adviser) 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, including, but not limited to,
information about changes in the investment officers of the
Sub-Adviser that are responsible for managing the Schroder Portfolio.
6. Compliance. The Sub-Adviser agrees to comply
with all policies, procedures or reporting requirements that
the Board of Trustees reasonably adopts and communicates to
the Sub-Adviser in writing (either directly or through the
Adviser) 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 Sub-Adviser in relation to the Schroder Portfolio.
7. Status of Sub-Adviser. The services of the
Sub-Adviser to the Adviser and the Fund are not to be deemed
exclusive, and the Sub-Adviser will be free to render similar
services to others so long as its services to the Adviser and the
Fund are not impaired thereby. The Sub-Adviser will be
deemed to be an independent contractor with respect to the
Fund 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 Sub-Adviser. No provision of this
Agreement will be deemed to protect the Sub-Adviser against
any liability to the Adviser or 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 Sub-Adviser
is prohibited from consulting with other advisers of the Fund,
except Vanguard and the Adviser, concerning transactions for
the Fund in securities or other assets.
10. Force Majeure. The Sub-Adviser 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 Sub-Adviser shall notify the Fund promptly (either directly or
through the Adviser) when it becomes aware of any event described
above. Neither the Adviser nor the Fund shall be responsible
for temporary delays in the performance of its or their 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 as of 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 Sub-Adviser, (ii) this
Agreement will automatically terminate in the event of
its assignment, (iii) this Agreement may be terminated by
the Adviser on sixty days? written notice to the Sub-Adviser
and (iv) this Agreement may be terminated by the Sub-Adviser
on sixty days? written notice to the Trust and the Adviser.
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 World Fund
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 Adviser, at:
Xxxxxxxx Investment Management North America Inc.
000 Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxx Xxxxxxx-Xxxxx
Telephone: 000-000-0000
Facsimile: 000-000-0000
If to the Sub-Adviser, at:
Xxxxxxxx Investment Management North America Limited
00 Xxxxxxx Xxxxxx
Xxxxxx, X.X. XX0X 0XX
Attention: Compliance Director
Telephone: 000 0000 0000
Facsimile: 020 7658 6965
This Agreement may be amended by mutual consent of the
parties hereto, 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 Sub-Adviser 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 Adviser, the Trust, the Board of Trustees, Vanguard, and
any director, officer, or employee of the Adviser, 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 Adviser
or the Sub-Adviser, or (iii) for information that is publicly
available other than due to disclosure by the Sub-Adviser or
its affiliates or becomes known to the Sub-Adviser from a
source other than the Adviser, the Trust, the Board of Trustees, or Vanguard.
14. Proxy Policy. The Sub-Adviser acknowledges
that Vanguard, at the direction of the Fund, 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-interest law principles thereof) of
the State of Delaware applicable to contracts made and to be
performed in that state.
16. Treatment of Fund under FSA Rules. The
Fund will be treated as an Professional Client under rules
of the Financial Services Authority in the United Kingdom.
17. Counterparts. This Agreement may be
executed in two or more counterparts, each of which shall be
deemed an original, but all of which shall together constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have
caused this Amended and Restated Sub-Advisory
Agreement to be executed as of the date first set forth
herein.
VANGUARD WORLD FUND
By: ____________________________________
Name:
Title:
XXXXXXXX INVESTMENT MANAGEMENT
NORTH AMERICA INC.
By: ____________________________________
Name:
Title:
XXXXXXXX INVESTMENT MANAGEMENT
NORTH AMERICA LIMITED
By: ____________________________________
Name:
Title:
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