EX-99 5 f37089d4.htm INVESTMENT ADVISORY CONTRACT - WELLINGTON MANAGEMENT COMPANY LLP Investment Advisory Contract - Wellington Management Company LLP

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 Wellington Management Company LLP (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 Wellington Management 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.

WELLINGTON MANAGEMENT COMPANY LLP

By: ____________________________________

Name:

Title:

VANGUARD EXPLORER FUND

VANGUARD FENWAY FUNDS

VANGUARD FIXED INCOME SECURITIES FUNDS

VANGUARD MALVERN FUNDS

VANGUARD SPECIALIZED FUNDS

VANGUARD TRUSTEES' EQUITY FUND

VANGUARD VARIABLE INSURANCE FUND

VANGUARD WELLESLEY INCOME FUND

VANGUARD WHITEHALL FUNDS

VANGUARD WINDSOR FUNDS

VANGUARD WELLINGTON FUND

VANGUARD WORLD FUND

EACH ON BEHALF OF ITS SERIES

SET FORTH ON EXHIBIT A ATTACHED HERETO

By: ____________________________________

Name: Mortimer J. Buckley

Title: Chairman and Chief Executive Officer

Schedule A-- Investment Advisory Agreements

 

 

 

Proxy Policy

Dated

Trust

Fund

Section

2/1/2011

Vanguard Explorer Fund

Vanguard Explorer Fund

13

 

 

 

 

4/1/2015

Vanguard Fenway Funds

Vanguard Equity Income Fund

13

 

 

 

 

5/1/2005

Vanguard Fixed Income

Vanguard GNMA Fund

12

 

Securities Funds

 

 

5/1/2005

Vanguard Fixed Income

Vanguard Long-Term

12

 

Securities Funds

Investment-Grade Fund

 

5/1/2005

Vanguard Fixed Income

Vanguard High-Yield Corporate

12

 

Securities Funds

Fund

 

1/1/2013

Vanguard Malvern Funds

Vanguard Capital Value Fund

13

 

 

 

 

7/27/2018

Vanguard Specialized

Vanguard Global Capital Cycles

13

 

Funds

Fund (f/k/a Vanguard Precious

 

 

 

Metals and Mining Fund)

 

8/1/2010

Vanguard Specialized

Vanguard Energy Fund

13

 

Funds

 

 

5/1/2014

Vanguard Specialized

Vanguard Health Care Fund

13

 

Funds

 

 

2/1/2016

Vanguard Specialized

Vanguard Dividend Growth

13

 

Funds

Fund

 

8/1/2013

Vanguard Trustees'

Vanguard Emerging Markets

13

 

Equity Fund

Select Stock Fund

 

4/1/2007

Vanguard Variable

Balanced Portfolio

13

 

Insurance Fund

 

 

10/7/2010

Vanguard Variable

Growth Portfolio

13

 

Insurance Fund

 

 

4/1/2008

Vanguard Variable

Equity Income Portfolio

13

 

Insurance Fund

 

 

4/1/2007

Vanguard Variable

High Yield Bond Portfolio

13

 

Insurance Fund

 

 

10/1/2014

Vanguard Wellesley

Vanguard Wellesley Income

13

 

Income Fund

Fund

 

12/1/2013

Vanguard Wellington

Vanguard Wellington Fund

13

 

Fund

 

 

6/7/2010

Vanguard Whitehall

Vanguard International Explorer

13

 

Funds

Fund

 

12/17/2018

Vanguard Whitehall

Vanguard Mid-Cap Growth

14

 

Funds

Fund

 

5/1/2007

Vanguard Windsor Funds

Vanguard Windsor Fund

13

 

 

 

 

10/7/2010

Vanguard World Fund

Vanguard U.S. Growth Fund

13

11/1/2017

Vanguard World Fund

Vanguard Global Wellington

13

 

 

Fund

 

11/1/2017

Vanguard World Fund

Vanguard Global Wellesley

13

 

 

Income Fund