EX-99 2 f37423d1.htm (D) BALLIE GIFFORD OVERSEAS LTD. AMENDMENT (d) Ballie Gifford Overseas Ltd. Amendment

AMENDMENT TO INVESTMENT ADVISORY AGREEMENTS

This AMENDMENT, 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 Baillie Gifford Overseas Limited (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 have full power and authority to exercise or direct the exercise of all voting rights attaching to securities held in the Baillie Gifford Portfolio from time to time, including (without limitation) voting proxies solicited by or with respect to the issuers of such securities: (i) in accordance with the Advisor's proxy voting policies and procedures; and (ii) in a manner that complies with applicable law and regulations and any additional operating policies or procedures that the Trust 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.

BAILLIE GIFFORD OVERSEAS LIMITED

By: ____________________________________

Name:

Title:

VANGUARD HORIZON FUNDS

VANGUARD TRUSTEES' EQUITY FUND

VANGUARD VARIABLE INSURANCE 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

4/7/2008

Vanguard Horizon Funds

Vanguard Global Equity Fund

13

 

 

 

 

7/27/2018

Vanguard Trustees'

Vanguard Emerging Markets

13

 

Equity Fund

Select Stock Fund

 

4/1/2011

Vanguard Variable

International Portfolio

13

 

Insurance Fund

 

 

2/21/2014

Vanguard World Fund

Vanguard U.S. Growth Fund

13

 

 

 

 

12/1/2010

Vanguard World Fund

Vanguard International Growth

13

 

 

Fund