EX-99.D ADVSR CONTR 3 f37196d2.htm FRONTIER CAPITAL MANAGEMENT - INVESTMENT ADVISORY AGREEMENT AMENDMENT Frontier Capital Management - Investment Advisory Agreement Amendment

  

AMENDMENT NO. 1 TO INVESTMENT ADVISORY AGREEMENTS 

  

  

This AMENDMENT NO. 1, effective as of October 1, 2019, (this “Amendment”) to each Investment Advisory Agreement by and between each investment company (each, a “Trust”) listed on Schedule A hereto (“Schedule A”), on behalf of its respective series listed on Schedule A (each, a “Fund”), and Frontier Capital Management Co., LLC (the “Advisor”). 

  

WITNESSETH: 

  

WHEREAS, the parties hereto have entered into each Investment Advisory Agreement listed on Schedule A, dated as of the respective date listed on Schedule A (each, an “Agreement”), pursuant to which the Advisor has agreed to render investment advisory services to the respective Fund; and 

  

WHEREAS, each Agreement may be amended by mutual consent; and  

  

WHEREAS, the parties desire to modify each Agreement’s Proxy Policy section listed on Schedule A (each, a “Proxy Policy Section”);   

  

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto, intending to be legally bound, hereby agree as follows: 

  

1.Defined Terms.  Unless otherwise defined herein, capitalized terms in this Amendment shall have the meanings assigned in the respective Agreement. 

  

2.Amendment of Agreement.  As of the date of this Amendment, or such later date as may be determined by a Fund, the language following “Proxy Policy.” in each Proxy Policy Section of each Agreement is hereby deleted and replaced with the following:  

  

The Advisor shall vote proxies solicited by or with respect to the issuers of securities in which the Frontier Capital Portfolio may be invested in accordance with the Advisor’s proxy voting policies and procedures in a manner that complies with applicable law and regulations, and any additional operating policies or procedures that the Fund communicates to the Advisor in writing. 

  

3.No Other Modifications.  Except as specifically modified hereby, each Agreement remains in full force and effect. 

  

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first set forth herein. 

  

  

FRONTIER CAPITAL MANAGEMENT CO., LLC 

  

  

By: _/s/Robert Phay_______ 

  

Name:  Robert Phay 

  

Title:   Chief Compliance Officer 

  

Vanguard SCOTTSDALE FundS 

Vanguard Whitehall Funds 

Each On behalf of Its series  

Set forth on Exhibit A attached hereto  

  

  

By: _/s/Mortimer J. Buckley_________ 

  

Name:  Mortimer J. Buckley 

  

Title:   Chairman and Chief Executive Officer 

Schedule A-- Investment Advisory Agreements 

  

Dated 

Trust 

Fund 

Proxy Policy Section 

3/30/2010 

Vanguard Scottsdale Funds 

Vanguard Explorer Value Fund 

13 

  

12/17/2018 

Vanguard Whitehall Funds 

Vanguard Mid-Cap Growth Fund 

13