| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| Form N-1A | |
| REGISTRATION STATEMENT (NO. 2-65955-99) | |
| UNDER THE SECURITIES ACT OF 1933 | [X] |
| Pre-Effective Amendment No. | [ ] |
| Post-Effective Amendment No. 59 | [X] |
| and | |
| REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 | |
| Amendment No. 59 | [X] |
| VANGUARD TRUSTEES’ EQUITY FUND |
| (Exact Name of Registrant as Specified in Declaration of Trust) |
| P.O. Box 2600, Valley Forge, PA 19482 |
| (Address of Principal Executive Office) |
| Registrant’s Telephone Number (610) 669-1000 |
| Heidi Stam, Esquire |
| P.O. Box 876 |
| Valley Forge, PA 19482 |
It is proposed that this filing will become effective immediately upon filing pursuant to Rule 462(d)
| Explanatory Note |
This Post-Effective Amendment consists of the following:
| 1. Facing Sheet of the Registration Statement |
| 2. Part C to the Registration Statement (including signature page) |
| 3. Exhibit (d) to Item 28 to the Registration Statement |
This Post-Effective Amendment is being filed solely to file Advisory Agreements as Exhibit (d) to Item 28 to this registration Statement on Form N-1A (the “Registration Statement”).
Part A and B of Post-Effective Amendment No. 58 to the Registration Statement filed on June 9, 2011 pursuant to Rule 485(a) under the Securities Act of 1933, are incorporated by reference.
PART C
VANGUARD TRUSTEES’ EQUITY FUND
OTHER INFORMATION
Item 28. Exhibits
| (a) | Articles of Incorporation, Amended and Restated Agreement and Declaration of Trust, filed on June 9, 2011, Post-Effective Amendment No. 58, is hereby incorporated by reference.. |
| (b) | By-Laws, filed on December 23, 2010, Post-Effective Amendment No. 53, are hereby incorporated by reference. |
| (c) | Instruments Defining Rights of Security Holders, reference is made to Articles III and V of the Registrant’s Amended and Restated Agreement and Declaration of Trust, refer to Exhibit (a) above. |
| (d) | Investment Advisory Contracts, for Lazard Asset Management LLC, filed on July 27, 2006, Post-Effective Amendment No. 44; for AllianceBernstein L.P., filed on February 20, 2007, Post- Effective Amendment No. 46; for Edinburgh Partners Limited, filed on July 21, 2008, Post- Effective Amendment No. 49; and for Hansberger Global Investors, Inc., filed on February 23, 2011, Post-Effective Amendment No. 54 are hereby incorporated by reference. For M&G |
| Investment Management Limited, Oaktree Capital Management, L.P., Pzena Investment Management, LLC, and Wellinton Management Company are filed herewith. The Vanguard Group, Inc. provides investment advisory services to Vanguard Diversified Equity Fund at cost pursuant to the Amended and Restated Funds’ Service Agreement, refer to Exhibit (h) below. | |
| (e) | Underwriting Contracts, not applicable. |
| (f) | Bonus or Profit Sharing Contracts, reference is made to the section entitled “Management of the Funds” in the Registrant’s Statement of Additional Information. |
| (g) | Custodian Agreements, for Brown Brothers Harriman & Co., filed on February 24, 2010, Post- Effective Amendment No. 52; and for Bank of New York Mellon, filed on June 9, 2011, Post- Effective Amendment No. 58 are hereby incorporated by reference. |
| (h) | Other Material Contracts, Fifth Amended and Restated Funds’ Service Agreement filed on February 24, 2010, Post-Effective Amendment No. 52, is hereby incorporated by reference. |
| (i) | Legal Opinion, not applicable. |
| (j) | Other Opinions, Consent of Independent Registered Public Accounting Firm, filed on June 9, 2011, Post-Effective Amendment No. 58, is hereby incorporated by reference. |
| (k) | Omitted Financial Statements, not applicable. |
| (l) | Initial Capital Agreements, not applicable. |
| (m) | Rule 12b-1 Plan, not applicable. |
| (n) | Rule 18f-3 Plan, filed on June 9, 2011, Post-Effective Amendment No. 58, is hereby incorporated by reference.. |
| (o) | Reserved. |
| (p) | Codes of Ethics, for AllianceBernstein L.P., and Lazard Asset Management LLC, filed on July 27, 2006, Post-Effective Amendment No. 44; for Edinburgh Partners Limited, filed on July 21, 2008, Post-Effective Amendment No. 49, and for Hansberger Global Investors, Inc., filed on December 17, 2009, Post Effective Amendment No. 51, are hereby incorporated by reference. |
| For | the Vanguard Group, Inc., filed on February 24, 2010, Post-Effective Amendment No. 52, is |
| hereby | incorporated by reference. For M&G Investment Management Limited, Oaktree |
| Capital | Management, L.P., Pzena Investment Management, LLC, and Wellington |
| Management | Company, LLP, filed on March 28, 2011, Post-Effective Amendment No. 56 are |
| hereby | incorporated by reference. |
Item 29. Persons Controlled by or under Common Control with Registrant
Registrant is not controlled by or under common control with any person.
Item 30. Indemnification
The Registrant’s organizational documents contain provisions indemnifying trustees and officers against liability incurred in their official capacities. Article VII, Section 2 of the Amended and Restated Agreement and Declaration of Trust provides that the Registrant may indemnify and hold harmless each and every trustee and officer from and against any and all claims, demands, costs, losses, expenses, and damages whatsoever arising out of or related to the performance of his or her duties as a Trustee or officer. Article VI of the By-Laws generally provides that the Registrant shall indemnify its trustees and officers from any liability arising out of their past or present service in that capacity. Among other things, this provision excludes any liability arising by reason of willful misfeasance, bad faith, gross negligence, or the reckless disregard of the duties involved in the conduct of the trustee’s or officer’s office with the Registrant.
Item 31. Business and Other Connections of Investment Advisor
AllianceBernstein L.P. (Alliance Bernstein) is an investment advisor registered under the Investment Advisers Act of 1940, as amended (the Advisers Act). The list required by this Item 31 of officers and partners of AllianceBernstein, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and partners during the past two years, is incorporated herein by reference from Schedules B and D of Form ADV filed by AllianceBernstein pursuant to the Advisers Act (SEC File No. 801-56720).
Edinburgh Partners Limited (Edinburgh Partners) is an investment advisor registered under the Advisers Act. The list required by this Item 31 of officers and directors of Edinburgh Partners, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated herein by reference from Schedules B and D of Form ADV filed by Edinburgh Partners pursuant to the Advisers Act (SEC File No. 801-63714).
Hansberger Global Investors, Inc. (HGI) is an investment advisor registered under the Advisers Act. The list required by this Item 31 of officers and directors of HGI, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated herein by reference from Schedules B and D of Form ADV filed by HGI pursuant to the Advisers Act (SEC File No. 801-46059).
Lazard Asset Management, LLC (Lazard) is an investment advisor registered under the Advisers Act. The list required by this Item 31 of officers and directors of Lazard, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated herein by reference from Schedules B and D of Form ADV filed by Lazard pursuant to the Advisers Act (SEC File No. 801-61701).
M&G Investment Management Limited (M&G) is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and directors of M&G, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated herein by reference from Schedules B and D of Form ADV filed by M&G pursuant to the Advisers Act (SEC File No. 801-21981).
Oaktree Capital Management, L.P. (Oaktree), is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and partners of Oaktree, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and partners during the past two years, is incorporated herein by reference from Schedules B and D of Form ADV filed by Oaktree pursuant to the Advisers Act (SEC File No. 801-48923).
Pzena Investment Management, LLC (Pzena) is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and directors of Pzena, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated herein by reference from Schedules B and D of Form ADV filed by Pzena pursuant to the Advisers Act (SEC File No. 801-50838).
Wellington Management Company, LLP (Wellington Management) is an investment advisor registered under the Advisers Act. The list required by this Item 31 of officers and partners of Wellington
Management, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and partners during the past two years, is incorporated herein by reference from Schedules B and D of Form ADV filed by Wellington Management pursuant to the Advisers Act (SEC File No. 801-15908).
The Vanguard Group, Inc. (Vanguard) is an investment advisor registered under the Advisors Act. The list required by this Item 31 of officers and directors of Vanguard, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated herein by reference from Schedule B and D of Form ADV filed by Vanguard pursuant to the Advisors Act (SEC File No. 801-11953).
Item 32. Principal Underwriters
| (a) | Vanguard Marketing Corporation, a wholly owned subsidiary of The Vanguard Group, Inc., is the principal underwriter of each fund within the Vanguard group of investment companies, a family of 37 investment companies with more than 170 funds. |
| (b) | The principal business address of each named director and officer of Vanguard Marketing Corporation is 100 Vanguard Boulevard, Malvern, PA 19355. |
| Name | Positions and Office with Underwriter | Positions and Office with Funds |
| R. Gregory Barton | Director and Senior Vice President | None |
| Mortimer J. Buckley | Director and Senior Vice President | None |
| F. William McNabb III | Chairman | Chairman and Chief Executive Officer |
| Michael S. Miller | Director and Managing Director | None |
| Glenn W. Reed | Director | None |
| George U. Sauter | Director and Senior Vice President | None |
| Heidi Stam | Director and Senior Vice President | Secretary |
| Richard D. Carpenter | Treasurer | None |
| David L. Cermak | Principal | None |
| Joseph Colaizzo | Financial and Operations Principal | None |
| Salvatore L. Pantalone | Financial and Operations Principal and Assistant | None |
| Treasurer | ||
| Michael L. Kimmel | Secretary | None |
| John C. Heywood | Principal | None |
| Jack T. Wagner | Assistant Treasurer | None |
| Jennifer M. Halliday | Assistant Treasurer | None |
| Deborah McCracken | Assistant Secretary | None |
| Joseph F. Miele | Registered Municipal Securities Principal | None |
| Scott M. Bishop | Registered Municipal Securities Principal | None |
| Bradley J. Sacco | Registered Municipal Securities Principal | None |
| Jane K. Myer | Principal | None |
| Pauline C. Scalvino | Chief Compliance Officer | Chief Compliance Officer |
| Matthew Woldin | AIS Administrative Services Officer | None |
| Paul Atkins | Assistant Treasurer | None |
| Timothy P. Holmes | Principal | None |
| Colin M. Kelton | Principal | None |
| (c) | Not Applicable. |
Item 33. Location of Accounts and Records
The books, accounts, and other documents required to be maintained by Section 31 (a) of the Investment Company Act and the rules promulgated thereunder will be maintained at the offices of the Registrant, 100 Vanguard Boulevard, Malvern, Pennsylvania 19355; the Registrant’s Transfer Agent, The Vanguard Group, Inc., 100 Vanguard Boulevard, Malvern, Pennsylvania 19355; and the Registrant’s Custodians, Brown Brothers Harriman & Co., 40 Water Street, Boston, Massachusetts 02109-3661, Bank of New York Mellon, One Wall Street, New York, New York10286.
Item 34. Management Services
Other than as set forth in the section entitled “Management of the Funds” in Part B of this Registration Statement, the Registrant is not a party to any management-related service contract.
Item 35. Undertakings
Not Applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant hereby certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the town of Valley Forge and the Commonwealth of Pennsylvania, on the 27th day of June, 2011.
VANGUARD TRUSTEES’ EQUITY FUND
BY:_________/s/ F. William McNabb III*____________
F. William McNabb III
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated:
| Signature | Title | Date |
| /s/ F. William McNabb III* | Chairman and Chief Executive | June 27, 2011 |
| Officer | ||
| F. William McNabb III | ||
| /s/ Emerson U. Fullwood* | Trustee | June 27, 2011 |
| Emerson U. Fullwood | ||
| /s/ Rajiv L. Gupta* | Trustee | June 27, 2011 |
| Rajiv L. Gupta | ||
| /s/ Amy Gutmann* | Trustee | June 27, 2011 |
| Amy Gutmann | ||
| /s/ JoAnn Heffernan Heisen* | Trustee | June 27, 2011 |
| JoAnn Heffernan Heisen | ||
| /s/ F. Joseph Loughrey* | Trustee | June 27, 2011 |
| F. Joseph Loughrey | ||
| /s/ André F. Perold* | Trustee | June 27, 2011 |
| André F. Perold | ||
| /s/ Alfred M. Rankin, Jr.* | Trustee | June 27, 2011 |
| Alfred M. Rankin, Jr. | ||
| /s/ Peter F. Volanakis* | Trustee | June 27, 2011 |
| Peter F. Volanakis | ||
| /s/ Thomas J. Higgins* | Chief Financial Officer | June 27, 2011 |
| Thomas J. Higgins | ||
*By: /s/ Heidi Stam
Heidi Stam, pursuant to a Power of Attorney filed on April 26, 2010, see File Number 33-53683, Incorporated by Reference.
| INDEX TO EXHIBITS | |
| Investment Advisory Contracts, M&G Investment Management Limited | Ex-99.D |
| Investment Advisory Contracts, Oaktree Capital Management, L.P | Ex-99.D |
| Investment Advisory Contracts, Pzena investment Management, LLC | Ex-99.D |
| Investment Advisory Contracts, Wellington Management Company, LLP | Ex-99.D |
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made as of this 27th day of June, 2011 between Vanguard Trustees’ Equity Fund, a Delaware statutory trust (the “Trust”), and M&G Investment Management Limited, a corporation organized under the laws of England and authorized and regulated by the Financial Services Authority of the United Kingdom (the “Advisor”).
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 Emerging Markets Select Stock Fund (the “Fund”); and
WHEREAS, the Trust desires to retain the Advisor to render investment advisory services to the Fund, and the Advisor is willing to render such services.
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 “M&G 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 M&G Portfolio; to continuously review, supervise, and administer an investment program for the M&G Portfolio; to determine in its discretion the securities and other investments 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 and other investments for the M&G Portfolio, and is directed to seek to obtain best execution for such transactions. In selecting brokers or dealers to execute trades for the M&G Portfolio, the Advisor will comply with all applicable statutes, rules, interpretations by the U.S. Securities and Exchange Commission or its staff, other applicable law, and the written policies and procedures established by the Board of Trustees and communicated to the Advisor in writing.
|
1 |
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, including, but not limited to, information about changes in investment officers of the Advisor who are responsible for managing the M&G Portfolio.
The Fund agrees to furnish to the Advisor all Fund prospectuses, statements of additional information, proxy statements, and reports to shareholders which refer in any way to the Advisor or the M&G Portfolio. The Fund also agrees similarly to furnish to the Advisor any sales literature or other material prepared for distribution to shareholders of the Fund or the public in the event that they contain references to the Advisor or the M&G Portfolio that materially depart from language that appears in the Fund’s prospectus or shareholder reports, or that has not been previously reviewed by the Advisor. In the event of termination of this Agreement, the Fund will, on written request of the Advisor, forthwith delete any reference to the Advisor from any Fund materials.
The Advisor agrees that it will notify the Fund prior to any change of “control” of the Advisor. As used in this Section 5, the term “control” will have the meaning set forth in Section 2(a)(9) of the 1940 Act.
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 M&G 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 (whether herein or otherwise), 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. In the absence of (i) misfeasance and negligence, on the part of the Advisor in performance of its obligations and duties hereunder or (ii) a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act), the Advisor and its officers, directors, employees, and shareholders shall not be subject to any liability whatsoever to the Fund, or to the shareholders of the Fund, and the Fund shall indemnify such persons for any error of judgment, mistake of law or any other act or omission in the course of, or connected with, rendering services hereunder including, without limitation, for any losses which may be sustained in connection with the purchase, holding, redemption, or sale of any security or other investment on behalf of the M&G Portfolio. Federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which the Fund may have under such laws.
9. Limitations on Consultations. The Advisor is prohibited from consulting with other advisors of the Fund, except Vanguard, 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 will continue in effect for a period of two years thereafter, 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 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 Emerging Markets Select Stock Fund
P.O. Box 2600
Valley Forge, PA 19482
Attention: Chris D. McIsaac
Telephone: 610-669-8055
Facsimile: 610-503-5855
If to the Advisor, at:
M&G Investment Management Limited
Laurence Pountney Hill
London, EC4R OHH, England
Attention: Ben Constable-Maxwell
Telephone: 44-207-548-3311
Facsimile: 44-207-548-3008
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.
|
M&G Investment Management Limited |
Vanguard Trustees’ Equity Fund |
|
/s/ Michael McLintock 6/17/11 _______________________________ _________ Signature Date
Michael McLintock ____________________________ Print Name
|
/s/ F. William McNabb 6/21/11 _______________________________ _________ Signature Date
F. William McNabb ____________________________ Print Name
|
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made as of this 27th day of June, 2011 between Vanguard Trustees’ Equity Fund, a Delaware statutory trust (the “Trust”), and Oaktree Capital Management, L.P., a Delaware limited partnership (the “Advisor”).
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 Emerging Markets Select Stock Fund (the “Fund”); and
WHEREAS, the Trust desires to retain the Advisor to render investment advisory services to the Fund, and the Advisor is willing to render such services.
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 “Oaktree 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 Oaktree Portfolio; to continuously review, supervise, and administer an investment program for the Oaktree 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 but shall not bear any other expenses in connection with performing the services hereunder.
3. Securities Transactions. The Advisor is authorized to select the brokers or dealers that will execute purchases and sales of securities for the Oaktree Portfolio, and is directed to seek to obtain best execution for such transactions, consistent with Section 28(e) of the Securities Exchange Act of 1934. In selecting brokers or dealers to execute trades for the Oaktree Portfolio, the Advisor will comply with all applicable statutes, rules, interpretations by the U.S. Securities and Exchange Commission or its staff, other applicable law, and the written policies and procedures established by the Board of Trustees and communicated to the Advisor in writing.
On occasions when the Advisor deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Advisor, the Advisor, to the extent permitted by applicable laws and regulations, may aggregate the securities to be purchased or sold. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other customers.
1
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 agrees to furnish to the Advisor all current prospectuses, proxy statements, reports to shareholders, sales literature, and other materials prepared for distribution to the shareholders of the Fund or the public that refer in any way to the Advisor prior to the use of such materials and the Fund agrees that it will not use such materials if the Advisor reasonably objects in writing after receipt of such materials. Notwithstanding the foregoing, the Fund shall not be required to furnish sales literature or marketing materials to the Advisor for review if such material is substantially similar to materials previously reviewed and approved by the Advisor. In addition, the Fund shall furnish certified copies of its financial statements, and such other information with regard to its affairs as each may reasonably request. The Advisor agrees to furnish to the Fund such information with regard to its affairs as the Fund may reasonably request, including, but not limited to, information about changes in partners of the Advisor.
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, as they relate to the services provided by the Advisor to the Fund pursuant to this Agreement, 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 Oaktree 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. Actions or decisions regarding the Oaktree Portfolio may be the same as or different from actions or decisions which the Advisor, or any of its affiliates, or any of their respective officers, directors, or employees may take with respect to its other client accounts so long as the Advisor acts in good faith. 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, except Vanguard, 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 will continue in effect for a period of two years thereafter, 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.
2
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 Emerging Markets Select Stock Fund
P.O. Box 2600
Valley Forge, PA 19482
Attention: Chris D. McIsaac
Telephone: 610-669-8055
Facsimile: 610-503-5855
If to the Advisor, at:
Oaktree Capital Management, L.P.
1301 Avenue of the Americas, 34th Floor
New York, NY 10019
Attention: Kevin Clayton
Telephone: (212) 284-1950
Facsimile: (212) 284-1901
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. Each party hereto shall keep confidential any and all information obtained in connection with the services rendered hereunder and relating directly or indirectly to the other party (and in the case of the Fund, the Trust or Vanguard) and shall not disclose any such information to any person, except that notwithstanding the previous sentence, each party may disclose such information (i) to its respective attorneys, accountants, directors, officers, advisory personnel and, in the case of the Fund, the Trust, the Board of Trustees, Vanguard, and any director, officer, or employee of the Trust or Vanguard, (ii) with the prior written consent of the other party, (iii) as required by law, regulation, court order, or the rules or regulations of any self-regulatory organization, governmental body, or official having jurisdiction over such party, or (iv) that is publicly available other than due to disclosure by such party or its affiliates or becomes known to such party from a source other than the other party.
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.
3
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.
15. Indemnification. Vanguard, on behalf of the Trust, agrees to indemnify the Advisor and the Advisor’s officers, directors, and employees, as well as persons who control (as defined in Section 2(a)(9) of the 1940 Act) or are controlled by the Advisor (collectively, the “Indemnified Parties”) to the fullest extent permitted under law (taking into account any exemptive relief granted to Vanguard or the Fund) against any liabilities and expenses (including reasonable attorneys’ fees) that the Indemnified Parties may incur as a result of any (i) untrue statement of a material fact in any of the Fund’s registration statements relating to shares of the Fund or any other sales materials relating to the Fund, and all amendments thereto, or (ii) the omission of a material fact required to have been included in such registration statement or sales material, or necessary to make the statements therein not misleading, unless the statement or omission was made in reliance upon the oral or written information that the Indemnified Parties provided to Vanguard or the Fund.
IN WITNESS WHEREOF, the parties hereto have caused this Investment Advisory Agreement to be executed as of the date first set forth herein.
|
Oaktree Capital Management, L.P. |
Vanguard Trustees’ Equity Fund |
|
/s/ Todd Molz 6/7/11 _______________________________ _________ Signature Date
Todd Molz ____________________________ Print Name
|
/s/ F. William McNabb 6/21/11 _______________________________ _________ Signature Date
F. William McNabb ____________________________ Print Name
|
/s/ Lisa Arakaki 6/7/11
_______________________________ _________
Signature Date
Lisa Arakaki
____________________________
Print Name
4
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made as of this 27th day of June, 2011 between Vanguard Trustees’ Equity Fund, a Delaware statutory trust (the “Trust”), Pzena Investment Management, LLC (the “Advisor”), a Delaware limited liability company.
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 Emerging Markets Select Stock Fund (the “Fund”); and
WHEREAS, the Trust desires to retain the Advisor to render investment advisory services to the Fund, and the Advisor is willing to render such services.
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 “Pzena 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 Pzena Portfolio; to continuously review, supervise, and administer an investment program for the Pzena 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 Pzena Portfolio, and is directed to seek to obtain best execution for such transactions, consistent with Section 28(e) of the Securities Exchange Act of 1934. Such authority shall include the power to sign and deliver standard account opening documents in connection with the opening of brokerage accounts, including, without limitation agreements for the use of electronic trading systems and services for the purpose of executing securities transactions. In selecting brokers or dealers to execute trades for the Pzena Portfolio, the Advisor will comply with all applicable statutes, rules, interpretations by the U.S. Securities and Exchange Commission or its staff, other applicable law, and the written policies and procedures established by the Board of Trustees and communicated to the Advisor in writing.
|
1 |
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, including, but not limited to, information about changes in investment officers of the Advisor who are responsible for managing the Pzena Portfolio.
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 Pzena 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. It is understood that the Advisor shall act in good faith and shall not be liable for any loss incurred in connection with recommendations or investments made or other action taken on behalf of the Pzena Portfolio due to errors of judgment or by reason of its advice, including action taken or omitted prior to a written notice of termination. 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 negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement; provided however, that nothing in this Agreement shall constitute a waiver or limitation of any rights that the Fund may have under applicable Federal or State securities law. The Advisor shall not be responsible for any loss incurred by reason of any act or omission of the Fund, a custodian, or any broker or dealer. In addition, the Advisor shall not be liable for any breach of fiduciary duty or responsibility by another fiduciary of the Fund, so long as such fiduciary is not an affiliate of the Advisor.
9. Limitations on Consultations. The Advisor is prohibited from consulting with other advisors of the Fund, except Vanguard, concerning transactions for the Fund in securities or other assets.
10. Acknowledgment of the Trust. The Trust understands that the information provided by the Trust on any account opening forms, including without limitation, information pertaining to the Fund’s legal or tax status, address or other contact information, investment objective and policies, and new issue eligibility shall be relied upon by the Advisor, and the Trust agrees that if any such information shall hereafter change or become inaccurate, the Trust shall notify the Advisor in writing of such change or inaccuracy.
11. Duration; Termination; Notices; Amendment. This Agreement will become effective on the date hereof and will continue in effect for a period of two years thereafter, 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 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 Emerging Markets Select Stock Fund
P.O. Box 2600
Valley Forge, PA 19482
Attention: Chris D. McIsaac
Telephone: 610-669-8055
Facsimile: 610-503-5855
If to the Advisor, at:
Pzena Investment Management, LLC
120 West 45th Street, 20th Floor
New York, NY 10036
Telephone: (646) 344-8501
Facsimile: (212) 308-0010
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 11, 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 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.
14. 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. In addition, the Trust acknowledges and agrees that the Advisor shall not have any responsibility to initiate, consider, or participate in any bankruptcy, class action, or other litigation against or involving any issue of securities held in or formerly held in the Pzena Portfolio or to advise or take any action on behalf of the Fund with respect to any such actions or litigation. The Advisor will forward any important information received by it about such actions to the Fund.
15. Acknowledgment of Receipt of Form ADV Part 2. The Trust hereby acknowledges receipt of Part 2 of the Advisor’s Form ADV. The Trust hereby consents to the Advisor’s use of electronic mail to satisfy its disclosure delivery requirements under the federal securities laws (including the Advisor’s obligation to deliver its Form ADV), and to deliver any other reports and documents. Such consent shall be effective for the duration of this Agreement, unless the Trust revokes such consent, in writing. The Trust hereby acknowledges that there may be potential costs associated with electronic delivery.
16. 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.
|
Pzena Investment Management, LLC |
Vanguard Trustees’ Equity Fund |
|
/s/ Richard S. Pzena 6/14/11 _______________________________ _________ Signature Date
Richard S. Pzena ____________________________ Print Name
|
/s/ F. William McNabb 6/21/11 _______________________________ _________ Signature Date
F. William McNabb ____________________________ Print Name
|
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made as of this 27th day of June, 2011 between Vanguard Trustees’ Equity Fund, a Delaware statutory trust (the “Trust”), and Wellington Management Company, LLP, a Massachusetts limited liability partnership (the “Advisor”).
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 Emerging Markets Select Stock Fund (the “Fund”); and
WHEREAS, the Trust desires to retain the Advisor to render investment advisory services to the Fund, and the Advisor is willing to render such services.
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 “Wellington Management 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 Wellington Management Portfolio; to continuously review, supervise, and administer an investment program for the Wellington Management 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 Wellington Management Portfolio, and is directed to seek to obtain best execution for such transactions, consistent with Section 28(e) of the Securities Exchange Act of 1934. In selecting brokers or dealers to execute trades for the Wellington Management Portfolio, the Advisor will comply with all applicable statutes, rules, interpretations by the U.S. Securities and Exchange Commission or its staff, other applicable law, and the written policies and procedures established by the Board of Trustees and communicated to the Advisor in writing.
|
1 |
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, including, but not limited to, information about changes in partners of the Advisor.
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 Wellington Management 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 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, except Vanguard, 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 will continue in effect for a period of two years thereafter, 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 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 Emerging Markets Select Stock Fund
P.O. Box 2600
Valley Forge, PA 19482
Attention: Chris D. McIsaac
Telephone: 610-669-8055
Facsimile: 610-503-5855
If to the Advisor, at:
Wellington Management Company, LLP
280 Congress Street
Boston,
MA 02110
Attention: Legal and Compliance
Facsimile: 617-790-7760
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.
|
Wellington Management Company, LLP |
Vanguard Trustees’ Equity Fund |
|
/s/ David Eikenberry 6/18/11 _______________________________ _________ Signature Date
David Eikenberry ____________________________ Print Name
|
/s/ F. William McNabb 6/21/11 _______________________________ _________ Signature Date
F. William McNabb ____________________________ Print Name
|