Duration; Termination; Notices; Amendment Clause Samples

Duration; Termination; Notices; Amendment. This Agreement and the terms and conditions herein shall become effective on the date hereof and shall continue in effect for successive twelve-month periods, 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 sixty 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 Variable Insurance Fund Small Company Growth Portfolio P.O. Box 2600 Valley Forge, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇▇ ▇. B▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇▇-▇▇▇-▇▇▇▇ ▇▇csimile: 610-▇▇▇-▇▇▇▇ ▇▇ ▇▇ ▇▇▇ Advisor, at: Granahan Investment Managem▇▇▇, ▇▇▇. 275 Wyman Street, Suite 270 ▇▇▇▇▇▇▇, MA 02451 Attention: John J. Granahan ▇▇▇▇▇▇▇▇▇: 781-890-4412 ▇▇▇▇▇▇▇▇▇: 781-890-6427 Thi▇ ▇▇▇▇▇▇▇▇▇ 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.

Duration; Termination; Notices; Amendment. This Agreement will become effective on the date hereof and shall continue in effect for successive twelve-month periods, only so long as this Agreement 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 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 of the Trust 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 Health Care Fund ▇.▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ If to the Advisor, at: Wellington Management Company, LLP75 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇ ▇▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ 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 of the Trust. As used in this Section 9, 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.

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 at a meeting called for the purpose of voting on such approval; such meeting shall be in person as required under Section 15(c) of the 1940 Act unless the Board of Trustees otherwise complies with the terms of an order or other guidance issued by the Securities and Exchange Commission granting an exemption from the in-person meeting requirement ("In-Person Exemptive Order"). 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 DocuSign Envelope ID: DB177F70-58AB-4DE2-9438-F9B779FC74D5 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, and is deemed to have been provided upon receipt of the same at their respective addresses set forth below. All written notices required or permitted to be given under this Agreement will be delivered by personal service, by postage mail return receipt requested or by facsimile machine, e-mail or a similar means of same delivery which provides evidence of receipt (with a confirming copy by mail as set forth herein). If to the Fund, at Vanguard Advice Select Dividend Growth Fund ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, PA 19087 Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, V11 Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇_▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ If to the Advisor, at Wellington Management Company LLP ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Legal and Compliance Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ The Trust consents to electronic delivery of any reports or other ...

Duration; Termination; Notices; Amendment. Unless sooner terminated as provided herein, this Agreement shall continue in full force and effect through [November 30, 2009]. Thereafter, unless sooner terminated, this Agreement shall continue in full force and effect for periods of one year, provided that such continuance is specifically approved at least annually by (i) the vote of a majority of the Board of Trustees of the Fund, or (ii) the vote of a majority of the outstanding voting shares of the Fund (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Trustees of the Fund who are not parties to this Agreement or “interested persons” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund or the Manager, cast in person at a meeting called for the purpose of voting on such approval, but shall not remain in effect to the extent that the subadvisory agreement between DSL and SIMNA or the DSL Advisory Agreement has been terminated. Notwithstanding the foregoing, this Agreement may also be terminated, without the payment of any penalty, by DSL or SIMNA (i) upon 60 days' written notice to SIMNA Limited; or (ii) upon material breach by SIMNA Limited of any representations and warranties set forth in this Agreement, if such breach has not been cured within 20 days after written notice of such breach; SIMNA Limited may terminate this Agreement at any time, without payment of any penalty, (1) upon 60 days' written notice to DSL or SIMNA; or (2) upon material breach by SIMNA of any representations and warranties set forth in the Agreement, if such breach has not been cured within 20 days after written notice of such breach. This Agreement shall terminate automatically in the event of its assignment (as defined in the ▇▇▇▇ ▇▇▇) or upon the termination of the DSL Advisory Agreement. Any notice under this Agreement will be given in writing, addressed and delivered, or mailed postpaid, to the other party as follows: If to SIMNA, at: ▇▇▇▇▇▇▇▇ Investment Management North America Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ If to SIMNA Limited, at: ▇▇▇▇▇▇▇▇ Investment Management North America Limited ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ London, U.K. EC2V 7QA Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Telephone: ▇▇▇ ▇▇▇▇ ▇▇▇▇ If to DSL at: Directed Services, LLC ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ This Agreement may be amended by mutual consent of the parties hereto.

Duration; Termination; Notices; Amendment. Unless sooner terminated as provided herein, this Agreement shall continue in effect for so long as the SunAmerica Advisory Agreement remains in effect. Notwithstanding the foregoing, this Agreement may also be terminated, without the payment of any penalty, by ▇▇▇▇▇ (i) upon 60 days’ written notice to SIMNA Limited; or (ii) upon material breach by SIMNA Limited of any representations and warranties set forth in this Agreement, if such breach has not been cured within 20 days after written notice of such breach; SIMNA Limited may terminate this Agreement at any time, without payment of any penalty, (1) upon 60 days’ written notice to SIMNA; or (2) upon material breach by ▇▇▇▇▇ of any representations and warranties set forth in the Agreement, if such breach has not been cured within 20 days after written notice of such breach. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act) or upon the termination of the SunAmerica Advisory Agreement. Any notice under this Agreement will be given in writing, addressed and delivered, or mailed postpaid, to the other party as follows: If to SIMNA, at: ▇▇▇▇▇▇▇▇ Investment Management North America Inc. ▇ ▇▇▇▇▇▇ ▇▇▇▇ 19th Floor New York, NY 10018-3706 Attention: Legal Department Telephone: ▇▇▇-▇▇▇-▇▇▇▇ If to SIMNA Limited, at: ▇▇▇▇▇▇▇▇ Investment Management North America Limited ▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ London, U.K. EC2Y 5AU Attention: Legal Department Telephone: ▇▇▇ ▇▇▇▇ ▇▇▇▇ This Agreement may be amended by mutual consent of the parties hereto.

Duration; Termination; Notices; Amendment. Unless sooner terminated as provided herein, this Agreement shall continue in effect for so long as the Principal Advisory Agreement remains in effect. Notwithstanding the foregoing, this Agreement may also be terminated, without the payment of any penalty, by TRPA (i) upon 60 days' written notice to TRPIM; or (ii) upon material breach by TRPIM of any representations and warranties set forth in this Agreement, if such breach has not been cured within 20 days after written notice of such breach. TRPIM may terminate this Agreement, without payment of any penalty, (1) upon 60 days' written notice to TRPA; or (2) upon material breach by TRPA of any representations and warranties set forth in the Agreement, if such breach has not been cured within 20 days after written notice of such breach. This Agreement shall terminate automatically in the event of its assignment (as defined in the ▇▇▇▇ ▇▇▇) or upon the termination of the Principal Advisory Agreement. Any notice under this Agreement will be given in writing, addressed and delivered, or mailed postpaid, to the other party as follows: If to TRPA, at: ▇. ▇▇▇▇ Price Associates, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Legal Subadvised If to TRPIM, at: ▇. ▇▇▇▇ Price Investment Management, Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Baltimore, Maryland 21202 Attention: Legal Subadvised This Agreement may be amended by mutual consent of the parties hereto upon prior approval by the Board of Trustees of the Trusts.

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 this Agreement 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 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 of the Trust 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 World Funds - Vanguard U.S. Growth Fund P.O. Box 2600 Valley Forge, PA 19482 At▇▇▇▇▇▇▇: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ne: 610-669-6303 ▇▇▇▇▇▇▇▇▇: ▇▇0-503-5855 ▇▇ ▇▇ ▇▇▇ ▇▇visor, at: W▇▇▇▇▇▇ ▇▇▇▇▇ & Company, LLC 222 West Adams Street ▇hicago, Illinois 60606 ▇▇▇▇▇▇▇▇▇: Michelle Seitz Telephone: 312-364-8129 ▇▇▇▇▇▇▇▇▇: ▇▇2-577-0795 W▇▇▇ ▇ ▇▇▇▇ ▇o: William ▇▇▇▇▇ & ▇▇▇▇any, LLC 222 West Adams Street ▇hicago, Illinois 60606 ▇▇▇▇▇▇▇▇▇: General Counsel Telephone: 312-236-1600 Facsimile: 312-551-4646 This Agreement ▇▇▇ ▇▇ ▇▇▇▇ded by mutual consent, b▇▇ ▇▇▇ ▇▇▇▇▇nt 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 of the Trust. As used in this Section 9, 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)...

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 this Agreement 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. Upon termination of this Agreement, the Trust and the Fund shall honor any transactions undertaken by the Advisor on behalf of the Fund which are not completed at the time of termination. 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 Explorer Fund P.O. Box 2600 ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇tention: Joseph P. Brennan ▇▇lephone: 610-503-2042 ▇▇csimile: 610-503-5855 ▇f to the Advisor, at: AXA Rosenberg Investm▇▇▇ ▇▇▇▇▇ement LLC Orinda Way, Build▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇tention: William E. Ricks, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇t Officer Telephone: 925-253-3359 ▇▇csimile: 925-254-0213 ▇ith copy to: AXA Rosenberg Global ▇▇▇▇▇▇▇▇ LLC 4 Orinda Way, Bui▇▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇tention: Legal Counsel Facsimile: 925-253-1648 Thi▇ ▇▇▇▇▇▇▇▇▇ 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, th...

Duration; Termination; Notices; Amendment. This Agreement will become effective on the date hereof and will continue in effect for a period of three years thereafter, and shall continue in effect for successive twelve-month periods thereafter, only so long as this Agreement 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 the Portfolio; 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 Portfolio. 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 of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio, on thirty days' written notice to the Adviser, (ii) this Agreement will automatically terminate in the event of its assignment, and (iii) this Agreement may be terminated by the Adviser on ninety days' written notice to the Portfolio. 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 Portfolio, at: Vanguard Variable Insurance Funds - Vanguard International Growth Fund P.O. Box 2600 Valley Forge, PA 19482 Attention: Jeffrey S. Molitor ▇▇▇▇▇▇▇▇▇: ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇: 610-503-5855 ▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇r, at: Bail▇▇▇ ▇▇▇▇▇▇▇ Overseas Ltd ▇ ▇▇▇▇▇▇▇ ▇▇urt Edinburgh, Scotland Un▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇3 8EY Attentio▇: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇4 131 222 44▇▇ ▇▇▇▇ Agreement m▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇y 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 Portfolio of the Trust. As used in this Section 9, 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.