Common use of Duration; Termination; Notices; Amendment Clause in Contracts

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, 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 this Agreement each such continuance 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 Morgan Growth Fund P.O. addressStreetP.O. Box 2600 ▇▇▇▇▇▇ ▇▇▇▇▇placeCityValley Forge, ▇▇ ▇▇▇▇▇ ▇▇tentionStatePA PostalCode19482 Attention: 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▇10-253503-3359 ▇▇csimile: 925-254-0213 ▇ith copy to: AXA Rosenberg Global 2042 ▇▇▇▇▇▇▇▇▇: 610-503-5855 ▇▇ ▇▇ ▇▇▇ ▇dvisor, at: Jennison Associates LLC 4 Orinda WayaddressStreet466 Lexington Avenue placeCityNew York, BuiStateNew York PostalCode10017 Attention: Mehdi A. Mahmud, Managing D▇▇▇▇▇▇▇ Telephone: 212-421-1000 ▇▇▇▇▇▇▇▇▇: ▇12-661-3189 ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇ to (at the address set forth above): Attention: Legal Department Facsimile: (212) 682-9831 This Agre▇▇▇▇▇ ▇▇tention: Legal Counsel Facsimile: 925-253-1648 Thi▇ ▇▇ ▇▇▇▇▇▇▇▇ may be amended mended 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 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 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 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 Morgan Growth Fund P.O. Box 2600 ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇tention▇▇▇▇▇▇▇: Joseph P. Brennan ▇▇lephone▇▇▇▇▇▇▇: 610▇10-503-2042 ▇▇csimile▇▇▇▇▇▇▇: 610-503-5855 ▇f If to the Advisor, at: AXA Rosenberg Investm▇▇▇ ▇▇▇▇▇ement Frontier Capital Management Co., LLC Orinda Way, Build▇▇▇ ▇ 99 Summer Street ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇tention: William E. Ricks, ▇▇▇▇▇ ▇▇▇: ▇arah J. Jankowski ▇▇▇▇▇▇▇▇▇t Officer Telephone: 925▇17-253261-3359 ▇▇csimile: 925-254-0213 ▇ith copy to: AXA Rosenberg Global ▇▇▇▇▇0777 This Agreemen▇ ▇▇▇ LLC 4 Orinda Way, Bui▇▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇tention: Legal Counsel Facsimile: 925-253-1648 Thi▇ ▇▇▇▇▇▇▇▇▇ may be amended nded 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 will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafterperiods, only so long as this Agreement 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 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 Variable Insurance Fund Balanced Portfolio P.O. Box 2600 Bo▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Joseph ▇.▇▇tention: Joseph P. Brennan ▇▇lephone▇▇▇ Telephone: 610-503-2042 503-▇▇csimile▇▇ Facsimile: 610-503-5855 503-▇f ▇▇▇ If to the Advisor, at: AXA Rosenberg Investm▇▇Wellington Management Company, LLP 75 Stat▇ ▇▇▇▇▇ement LLC Orinda Way, Build▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: John Br▇▇tention▇ Telephone: William E. Ricks, 617-790-▇▇▇▇ Facsimile: 617-204-▇▇▇▇ ▇▇▇▇▇▇▇▇▇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▇ ▇▇▇▇▇▇▇▇▇ 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. 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.