0000932471-10-003743 Sample Contracts

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 27th, 2010 • Vanguard Scottsdale Funds • Delaware

THIS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made as of this 1st day of October, 2010, between Vanguard Scottsdale Funds, a Delaware statutory trust (the “Trust”), and Sterling Capital Management LLC (the “Advisor”), a North Carolina limited liability company.