AMENDED AND RESTATED
MANAGEMENT AND DISTRIBUTION AGREEMENT
THIS AMENDED AND RESTATED MANAGEMENT AND DISTRIBUTION AGREEMENT
("Agreement"), is made as of this 31st day of March, 2004, by and among VANGUARD
INSTITUTIONAL INDEX FUNDS, a Delaware business trust (the "Trust"), THE VANGUARD
GROUP, INC., a Pennsylvania corporation ("Vanguard"), and VANGUARD MARKETING
CORPORATION, a Pennsylvania corporation ("VMC").
WHEREAS, the Trust is an open-end, diversified management investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act");
WHEREAS, Vanguard is registered as an investment adviser under the
Investment Advisers Act of 1940 and as a transfer agent under the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and provides management,
administrative, transfer agency, dividend disbursing, investment advisory and
other services to registered investment companies and others;
WHEREAS, VMC is registered as a broker-dealer under the 1934 Act, is a
member of the National Association of Securities Dealers, Inc. (the "NASD"), and
provides distribution services to registered investment companies;
WHEREAS, Vanguard has served as investment adviser, administrator and
transfer agent to the Trust and certain series of the Trust under a Service and
Advisory Agreement dated April 16, 1991, as amended on May 16, 1997;
WHEREAS, Vanguard has served as investment adviser and administrator to the
Trust and its series under a Management Agreement dated as of May 31, 2001
("Management Agreement");
WHEREAS, the parties wish to amend and restate the Management Agreement to
reflect the provision of distribution services to the Trust and its series;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound
hereby, the parties hereto agree as follows:
1. APPOINTMENT OF VANGUARD AND VMC.
(a) APPOINTMENT OF VANGUARD. The Trust hereby appoints Vanguard to act
as investment adviser and administrator to each series of the Trust listed
in Exhibit A to this Agreement (each, a "Fund," and collectively, the
"Funds"), as it may from time to time be amended ("Exhibit A"). Vanguard
accepts such appointment and agrees to serve as investment adviser and
administrator to the Funds on the terms set forth in this Agreement and
Exhibit A.
(b) APPOINTMENT OF VMC. The Trust hereby appoints VMC to provide
distribution services for the Funds as set forth in this Agreement. VMC
hereby accepts such appointment and agrees to act in such capacity
hereunder.
2. DUTIES OF VANGUARD AS INVESTMENT ADVISER. As investment adviser, it will
be the responsibility of Vanguard to manage the investment and reinvestment of
each Fund's assets; to continuously review, supervise and administer an
investment program for each Fund; to determine in its discretion the securities
to be purchased or sold for each Fund, and the portion of each Fund's assets to
be held uninvested; to provide each Fund with all records concerning the
activities of Vanguard that the Fund is required to maintain; and to render
regular reports to each Fund's officers and Board of Trustees concerning
Vanguard's discharge of the foregoing responsibilities. Vanguard will discharge
the foregoing responsibilities subject to the supervision and control of each
Fund's officers and Board of Trustees, and in compliance with the objectives,
policies, and limitations set forth in each Fund's registration statement,
Declaration of Trust, By-laws, any additional operating policies or procedures
that the Fund communicates to Vanguard in writing, and any applicable laws and
regulations.
(a) SECURITIES TRANSACTIONS. Vanguard is authorized to select the
brokers or dealers that will execute purchases and sales of securities for
each Fund, and is directed to use its best efforts to obtain the best
available price and most favorable execution for such transactions, except
as otherwise permitted by the Board of Trustees pursuant to written
policies and procedures provided to Vanguard. Subject to policies
established by the Board of Trustees, Vanguard also may be authorized to
effect individual securities transactions at commission rates in excess of
the minimum commission rates available, if Vanguard determines in good
faith that such amount of commission is reasonable in relation to the value
of the brokerage or research services provided by such broker or dealer,
viewed in terms of either that particular transaction or Vanguard's overall
responsibilities with respect to the accounts as to which Vanguard
exercises investment discretion. The execution of such transactions shall
not be deemed to represent an unlawful act or breach of any duty created by
this Agreement or otherwise. Vanguard will promptly communicate to each
Fund's officers and Board of Trustees such information relating to
portfolio transactions as they may reasonably request.
3. DUTIES OF VANGUARD AS ADMINISTRATOR. As administrator, it will be the
responsibility of Vanguard to manage, administer and conduct the general
business affairs of the Trust and each Fund, and to secure and oversee any
services contracted for the Trust or the Funds directly from parties other than
Vanguard.
(a) ACCOUNTING SERVICES. In its role as administrator, Vanguard also
will provide the following accounting services: (i) maintenance of the
books and records and accounting controls for each Fund's assets; (ii)
calculation of each Fund's net asset value; (iii) accounting for dividends
and interest received by each Fund, and for any distributions made by each
Fund; (iv) preparation and filing of each Fund's tax returns and
semi-annual reports on Form N-SAR; (v) the production of transaction data,
financial reports, and such other periodic and special reports as each
Fund's officers and Board of Trustees may reasonably request; (vi) the
services of an independent accountant for each Fund and liaison with such
independent accountant; and (vii) such other accounting services as may be
agreed upon by the parties. Vanguard will discharge the foregoing
responsibilities subject to the supervision and control of each Fund's
officers and Board of Trustees.
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4. DUTIES OF VMC AS DISTRIBUTOR. VMC shall manage and perform distribution
functions for the Funds, including services of a marketing and promotional
nature including, but not limited to, providing advertising, sales literature,
and sales personnel.
5. RESPONSIBILITY FOR EXPENSES. Vanguard will provide, at its own expense,
the office space, furnishings and equipment and the personnel required by it to
perform its responsibilities as investment adviser and administrator.
(a) OTHER EXPENSES OF VANGUARD. In its role as investment adviser and
administrator, Vanguard will be responsible for all expenses of the
following: (i) services of outside legal counsel to the Trust or the Funds;
(ii) any services contracted for the Trust or the Funds directly from
parties other than Vanguard; (iii) the salary and expenses of any officer,
employee, or Trustee of the Trust; (iv) the services associated with
custodian and depository banks; (v) the payment of all registration and
filing fees required under federal, state, or foreign securities laws and
regulations; (vi) services related to the maintenance of fidelity bond and
trustees' and officers' liability insurance, including the costs of
insurance premiums; and (vii) all other services, including any fees or
expenses arising out of the Trust's or the Funds' operations, except as
listed in subparagraph 5(b) below.
(b) EXPENSES OF THE TRUST AND THE FUNDS. The Trust and the Funds will
be responsible for the following expenses: (i) expenses incurred outside of
Vanguard associated with each Fund's trading operations, including
brokerage fees, commissions, and transfer taxes in connection with the
purchase and sale of securities for each Fund; (ii) any other taxes
relating to each Fund's operations; (iii) fees payable under this Agreement
or a separate Shareholder Services Agreement; and (iv) any expenses payable
by the Trust or the Funds under a separate Shareholder Services Agreement.
6. COMPENSATION. For the services provided in this Agreement, each Fund
will pay, at the end of each month, a fee calculated by applying a monthly rate,
based on the annual percentage rate specified in Exhibit A, to the average daily
net assets of the Fund for the applicable month.
7. REPORTS. Each party to this Agreement agrees to furnish each other party
with current prospectuses, proxy statements, reports to shareholders, certified
copies of their financial statements, and such other information with regard to
their affairs as each other party may reasonably request.
8. COMPLIANCE. Each of Vanguard and VMC agrees to comply with all policies,
procedures or reporting requirements that the Board of Trustees of the Trust
reasonably adopts and communicates to such party in writing, including any such
policies, procedures or reporting requirements relating to soft dollar or
directed brokerage arrangements.
9. STATUS OF VANGUARD AND VMC. The services of each of Vanguard and VMC to
the Trust and the Funds are not to be deemed exclusive, and each of Vanguard and
VMC will be free to render similar services to others so long as its services to
the Trust and the Funds are not impaired thereby. Each of Vanguard and VMC 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 Trust or
the Funds in any way or otherwise be deemed an agent of the Trust or the Funds.
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10. LIABILITY OF VANGUARD. No provision of this Agreement will be deemed to
protect Vanguard against any liability to the Trust, the Funds, or their
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.
11. DURATION AND TERMINATION. This Agreement will become effective as of
the date hereof and will continue in effect thereafter only so long as such
continuance is approved at least annually by votes of the Trust's Board of
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 a Fund; in such event, such continuance will be
effected with respect to that Fund only if approved by the affirmative vote of a
majority of the outstanding voting securities of the Fund.
Provided, however, that (i) this Agreement may at any time be terminated
with respect to the Trust or with respect to any Fund 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
Vanguard and VMC, (ii) this Agreement will automatically terminate in the event
of its assignment, and (iii) this Agreement may be terminated by Vanguard or VMC
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 at any office of such party.
As used in this Section 11, the terms "assignment," "interested persons," a
"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. PROXY POLICY. The Trust retains the right to vote any proxies with
respect to securities held by a Fund.
14. ENTIRE AGREEMENT. This Agreement represents the entire agreement
between the parties regarding the subject matter hereof and shall supersede all
previous communications, representations, understandings and agreements, whether
oral or written, with respect thereto by or between the parties.
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- law principles thereunder) of the
Commonwealth of Pennsylvania applicable to contracts made and to be performed in
that state.
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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
representatives to execute this Amended and Restated Management and Distribution
Agreement as of the day and year first above written.
VANGUARD INSTITUTIONAL INDEX FUNDS
By:
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▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Assistant Secretary
THE VANGUARD GROUP, INC.
By:
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R. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Managing Director, General Counsel, and Secretary
VANGUARD Marketing Corporpation
By:
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Assistant Secretary
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EXHIBIT A
SERIES OF THE TRUST AND ANNUAL PERCENTAGE RATE
SERIES OF THE TRUST ANNUAL PERCENTAGE RATE
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Vanguard Institutional Index Fund 0.02%
Vanguard Institutional Total Bond Market Index Fund 0.02%
Vanguard Institutional Total Stock Market Index Fund 0.02%
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