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 each such successive 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 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 sixty 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 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 Dividend Growth Fund P.O. Box 2600 Valley Forge, PA 19482 At▇▇▇▇▇▇▇: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ephone: 610-669-5846 Facsimile: 610-503-5855 ▇▇ ▇▇ ▇▇▇ ▇▇viser, at: W▇▇▇▇▇▇▇▇▇ ▇▇nagement Company, LLP 75 State Street Boston, MA 02109 Atten▇▇▇▇: ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇17-790-7262 F▇▇▇▇▇▇▇▇: ▇▇▇-204-7262 This Agre▇▇▇▇▇ ▇▇▇ ▇e amended by mutual conse▇▇, ▇▇▇ ▇▇▇ 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 successive continuance 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 sixty thirty days' written notice to the AdviserAdvisor, (ii) this Agreement will automatically terminate in the event of its assignment, and (iii) this Agreement may be terminated by the Adviser 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 Dividend Growth Explorer Fund P.O. P.0; Box 2600 Valley Forge, PA 19482 At▇▇▇▇▇▇▇: ▇▇▇▇▇▇Val▇▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇ephone: 610-669-5846 Facsimile: 610-503-5855 ▇▇ ▇▇ ▇▇▇ ▇▇viser, at: W▇▇▇▇▇▇▇▇▇ ▇▇nagement Company, LLP 75 State Street Boston, MA 02109 Atten▇▇▇▇: ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: Joseph Brennan ▇17-790-7262 F▇▇▇▇▇▇▇▇: 610-503-2042 ▇▇▇-204-7262 This Agre▇▇▇▇▇▇: 610-503-5855 ▇▇ ▇▇ ▇▇▇ ▇e amended by mutual consedvisor, at: Granahan Investment Manage▇▇▇▇, ▇▇c. 275 Wyman Street, Suite 27▇ ▇▇▇ ▇▇▇▇▇, MA 02451 Attention: John J. Granahan ▇▇▇▇▇▇▇▇▇: 781-890-4412 ▇▇▇▇▇▇▇▇▇: 781-890-6427 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 910, 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 successive continuance this Agreement is approved at least annually by votes of the Trust's 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 of the Trust or by vote of a majority of the outstanding voting securities of the Fund, on sixty thirty days' written notice to the AdviserAdvisor, (ii) this Agreement will automatically terminate in the event of its assignment, and (iii) this Agreement may be terminated by the Adviser 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 Dividend Growth Market Neutral Fund P.O. Box 2600 Valley Forge, PA 19482 At▇▇▇▇▇▇▇: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇ephone: 610-669-5846 Facsimile: 610-503-5855 ▇▇ ▇▇ ▇▇▇ ▇▇viser, at: W▇▇▇▇▇▇▇▇▇ ▇▇nagement Company, LLP 75 State Street Boston, MA 02109 Atten▇▇▇▇: ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: Joseph P. Brennan ▇17-790-7262 F▇▇▇▇▇▇▇▇: ▇10-503-2042 ▇▇-204▇▇▇▇▇▇▇: 610-7262 This Agre503-5855 ▇▇ ▇▇ ▇▇▇ ▇dvisor, at: AXA Rosenberg Investment Manage▇▇▇▇ ▇▇▇ Orinda Way, Building E ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇e amended by mutual conse▇▇▇▇▇▇▇: William E. Ricks, Chief Inv▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Telephone: 925-253-3359 ▇▇▇▇▇▇▇▇▇: 925-254-0213 ▇▇▇▇ ▇▇▇▇ ▇o: AXA Rosenberg Global Services L▇▇ 4 Orinda Way, Building E ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: Legal Counsel Facsimile: 925-253-1648 This Agreeme▇▇ ▇▇▇ ▇▇ ▇▇ended 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 TrustFund. As used in this Section 910, 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 successive continuance is approved at least annually by votes of the Trust's 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 of the Trust or by vote of a majority of the outstanding voting securities of the Fund, on sixty thirty days' written notice to the AdviserAdvisor, (ii) this Agreement will automatically terminate in the event of its assignment, and (iii) this Agreement may be terminated by the Adviser 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 Dividend Morgan Growth Fund P.O. addressStreetP.O. Box 2600 Valley placeCityValley Forge, PA 19482 AtStatePA PostalCode19482 Attention: Joseph P. Brennan ▇▇▇▇▇▇▇▇▇: ▇10-503-2042 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ephone: 610-669-5846 Facsimile: 610-503-5855 ▇▇ ▇▇ ▇▇▇ ▇▇viserdvisor, at: W▇▇Jennison Associates LLC addressStreet466 Lexington Avenue placeCityNew York, StateNew York PostalCode10017 Attention: Mehdi A. Mahmud, Managing D▇▇▇▇▇▇▇ ▇▇nagement Company, LLP 75 State Street Boston, MA 02109 Atten▇▇▇▇Telephone: ▇▇▇▇ ▇. ▇▇▇▇▇ 212-421-1000 ▇▇▇▇▇▇▇▇▇: ▇1712-790661-7262 F3189 ▇▇▇▇ ▇ ▇▇▇▇▇▇ to (at the address set forth above): Attention: ▇▇▇-204Legal Department Facsimile: (212) 682-7262 9831 This Agre▇▇▇▇▇ ▇▇▇ ▇e amended ▇ ▇mended by mutual conse▇▇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 ActFund.

Duration; Termination; Notices; Amendment. This Agreement will become effective on the date hereof first written above 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 successive continuance 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 sixty thirty days' written notice to the AdviserAdvisor, (ii) this Agreement will automatically terminate in the event of its assignment, and (iii) this Agreement may be terminated by the Adviser 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 Dividend Growth Fund Whitehall Funds P.O. Box 2600 Valley Forge, PA 19482 At▇▇▇▇▇▇▇: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ephone▇▇▇▇▇▇: 610Joseph Brennan ▇▇▇▇▇▇▇▇▇: ▇10-669503-5846 Facsimile2042 ▇▇▇▇▇▇▇▇▇: 610-503-5855 ▇▇ ▇▇ ▇▇▇ ▇▇viserdvisor, at: W▇▇▇▇Chartwell Investment Partners 1235 Westlakes Drive ▇▇▇▇▇ ▇▇nagement Company, LLP 75 State Street Boston, MA 02109 Atten▇ ▇▇▇▇: ▇▇, ▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇17im Riddle Te▇▇▇▇▇▇▇: ▇10-790407-7262 F4832 ▇▇▇▇▇▇▇▇▇: ▇▇▇-20410-7262 722-5644 This Agre▇▇▇Agreeme▇▇ ▇▇▇ ▇e amended by mutual conse▇▇, ▇▇▇ ▇▇▇ ended 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 successive continuance specifically is approved at least annually by votes of the Trust's 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 of the Trust or by vote of a majority of the outstanding voting securities of the Fund, on sixty thirty days' written notice to the AdviserAdvisor, (ii) this Agreement will automatically terminate in the event of its assignment, and (iii) this Agreement may be terminated by the Adviser 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 Dividend Growth Fund VVIF - International Portfolio P.O. Box 2600 Valley Forge, PA 19482 At▇▇▇▇▇▇▇: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇ephone: 610-669-5846 Facsimile: 610-503-5855 ▇▇ ▇▇ ▇▇▇ ▇▇viser, at: W▇▇▇▇▇▇▇▇▇ ▇▇nagement Company, LLP 75 State Street Boston, MA 02109 Atten▇▇▇▇: ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: Joseph P. Brennan ▇17-790-7262 F▇▇▇▇▇▇▇▇: ▇10-503-2042 ▇▇-204▇▇▇▇▇▇▇: 610-7262 503-5855 ▇▇ ▇▇ ▇▇▇ ▇dvisor, at: M&G Investment Management Limited Laurence Pountney Hill ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Attention: Stefanie Dann ▇▇▇▇▇▇▇▇▇: ▇4-207-548-3609 ▇▇▇▇▇▇▇▇▇: ▇4-207-548-3008 This Agre▇Agree▇▇▇▇ ▇▇▇ ▇e amended by mutual conse▇▇, ▇▇▇ ▇▇▇ ▇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 of the TrustFund. As used in this Section 910, 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 each such successive continuance specifically is approved at least annually by votes of the Trust's 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 affected 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 sixty thirty days' written notice to the AdviserAdvisor, (ii) this Agreement will automatically terminate in the event of its assignment, and (iii) this Agreement may be terminated by the Adviser 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 Dividend Growth Horizon Funds - Vanguard Global Equity Fund P.O. Box 2600 Valley Forge, PA 19482 At▇▇▇▇▇▇▇: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇ephone: 610-669-5846 Facsimile: 610-503-5855 ▇▇ ▇▇ ▇▇▇ ▇▇viser, at: W▇▇▇▇▇▇▇▇▇ ▇▇nagement Company, LLP 75 State Street Boston, MA 02109 Atten▇▇▇▇: ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: Joseph P. Brennan ▇17-790-7262 F▇▇▇▇▇▇▇▇: 610-503-2042 ▇▇▇-204▇▇▇▇▇▇: 610-7262 This Agre503-5855 ▇▇ ▇▇ ▇▇▇ Advisor, at: Acadian Asset Management LLC One Post Office Square ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇e ▇▇▇▇▇▇: Churchill G. Franklin ▇▇▇▇▇▇▇▇▇: 617-946-3500 ▇▇▇▇▇▇▇▇▇: 617-946-3501 This Agreement may be amended by mutual conse▇▇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 successive continuance specifically is approved at least annually by votes of the Trust's 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 of the Trust or by vote of a majority of the outstanding voting securities of the Fund, on sixty thirty days' written notice to the AdviserAdvisor, (ii) this Agreement will automatically terminate in the event of its assignment, and (iii) this Agreement may be terminated by the Adviser 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 Dividend International Growth Fund P.O. Box 2600 Valley Forge, PA 19482 At▇▇▇▇▇▇▇: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇ephone: 610-669-5846 Facsimile: 610-503-5855 ▇▇ ▇▇ ▇▇▇ ▇▇viser, at: W▇▇▇▇▇▇▇▇▇ ▇▇nagement Company, LLP 75 State Street Boston, MA 02109 Atten▇▇▇▇: ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: Joseph P. Brennan ▇17-790-7262 F▇▇▇▇▇▇▇▇: 610-503-2042 ▇▇▇-204▇▇▇▇▇▇: 610-7262 503-5855 ▇▇ ▇▇ ▇▇▇ Advisor, at: M&G Investment Management Limited Laurence Pountney Hill ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Attention: Stefanie Dann ▇▇▇▇▇▇▇▇▇: 44-207-548-3609 ▇▇▇▇▇▇▇▇▇: 44-207-548-3008 This Agre▇▇▇▇▇ ▇▇▇ ▇e amended by mutual conse▇▇, ▇▇▇ ▇▇▇ ended 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 TrustFund. As used in this Section 910, 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 successive continuance specifically is approved at least annually by votes of the Trust's 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 of the Trust or by vote of a majority of the outstanding voting securities of the Fund, on sixty thirty days' written notice to the AdviserAdvisor, (ii) this Agreement will automatically terminate in the event of its assignment, and (iii) this Agreement may be terminated by the Adviser 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 Dividend Morgan Growth Fund P.O. Box 2600 Valley Forge, PA 19482 At▇▇▇▇▇▇▇: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ephone: 610-669-5846 Facsimile: 610-503-5855 ▇▇ ▇▇ ▇▇▇ ▇▇viser, at▇▇: WJoseph P. Brennan ▇▇▇▇▇▇▇▇▇ ▇: ▇10-503-2042 ▇▇nagement Company, LLP 75 State Street Boston, MA 02109 Atten▇▇▇▇▇▇▇: 610-503-5855 If to the Advisor, at: Frontier Capital Management Co., LLC 99 Summer Street ▇▇▇▇▇▇, ▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇17-790-7262 Farah J. Jankowski ▇▇▇▇▇▇▇▇▇: ▇▇▇-20417-7262 261-0777 This Agre▇▇▇▇Agreemen▇ ▇▇▇ ▇e amended by mutual conse▇▇, ▇▇▇ ▇▇▇ ▇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 of the TrustFund. As used in this Section 910, 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 each such successive continuance specifically is approved at least annually by votes of the Trust's 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 of the Trust or by vote of a majority of the outstanding voting securities of the Fund, on sixty thirty days' written notice to the AdviserAdvisor, (ii) this Agreement will automatically terminate in the event of its assignment, and (iii) this Agreement may be terminated by the Adviser 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 Dividend Growth Variable Insurance Fund Equity Income Portfolio P.O. Box 2600 Valley Forge, PA 19482 At▇▇▇▇▇▇▇: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ephone: 610-669-5846 Facsimile: 610-503-5855 ▇▇ ▇▇ ▇▇▇ ▇▇viser, at: W▇▇▇▇▇▇▇▇▇ ▇▇nagement Company, LLP 75 State Street Boston, MA 02109 Atten▇▇▇▇: ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: Joseph P. Brennan ▇17-790-7262 F▇▇▇▇▇▇▇▇: 610-503-2042 ▇▇▇-204▇▇▇▇▇▇: 610-7262 This Agre503-5855 ▇▇ ▇▇ ▇▇▇ Advisor, at: Wellington Management Company, LLP 75 State Street ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇e amended by mutual conse▇▇, ▇▇▇▇▇: John Bruno ▇▇▇▇▇▇▇▇▇: 617-790-7262 ▇▇▇▇▇▇▇▇▇: 617-204-7262 This Agreeme▇▇ ▇▇▇ ▇▇ ▇▇ended 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 TrustFund. As used in this Section 910, 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 successive continuance 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 sixty thirty days' written notice to the AdviserAdvisor, (ii) this Agreement will automatically terminate in the event of its assignment, and (iii) this Agreement may be terminated by the Adviser 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 Dividend Growth Trustees' Equity Fund - Vanguard International Value Fund P.O. Box 2600 Valley Forge, PA 19482 At▇▇▇▇▇▇▇: ▇▇▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ephonene: 610-669-5846 Facsimile6303 ▇▇▇▇▇▇▇▇▇: 610▇▇0-503-5855 ▇▇ ▇▇ ▇▇▇ ▇▇viservisor, at: W▇▇▇▇▇▇▇▇▇ ▇▇nagement Company, LLP 75 State Street Boston, MA 02109 Atten▇▇▇▇: ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇17-790-7262 F▇▇▇▇▇▇▇▇: ▇▇▇-204-7262 This Agre▇▇▇▇▇ ▇▇▇ ▇e amended by mutual conse▇▇, ▇▇▇ ▇▇▇ 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 and the terms and conditions herein shall 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 each such successive continuance specifically is approved at least annually by votes of the Trust's 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 of the Trust or by vote of a majority of the outstanding voting securities of the Fund, on sixty days' written notice to the AdviserAdvisor, (ii) this Agreement will automatically terminate in the event of its assignment, and (iii) this Agreement may be terminated by the Adviser 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 Dividend Growth Variable Insurance Fund International Portfolio P.O. Box 2600 Valley Forge▇▇▇▇▇▇ ▇▇▇▇▇, PA 19482 At▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: Joseph P. Brennan ▇▇▇▇▇▇▇▇▇: 610-503-2042 ▇▇▇▇▇▇▇▇▇: 610-503-5855 ▇▇ ▇▇ ▇▇▇ Advisor, at: Baillie Gifford Overseas LT▇ Calton Square ▇ ▇reenside Row ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ephone: 610-669-5846 Facsimile: 610-503-5855 ▇▇ ▇▇ ▇▇▇ ▇▇viser, at: W▇▇▇▇▇▇▇▇▇ ▇▇nagement Company, LLP 75 State Street Boston, MA 02109 Atten▇▇▇▇: ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: Edward Hocknell ▇17-790-7262 F▇▇▇▇▇▇▇▇: ▇▇▇-204-7262 This Agre44 131 275 2774 ▇▇▇▇▇ ▇▇▇ ▇e ▇▇: 44 131 275 3975 This Agreement may be amended by mutual conse▇▇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 TrustFund. As used in this Section 910, 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 successive continuance this Agreement is approved at least annually by votes of the Trust's 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 of the Trust or by vote of a majority of the outstanding voting securities of the Fund, on sixty thirty days' written notice to the AdviserAdvisor, (ii) this Agreement will automatically terminate in the event of its assignment, and (iii) this Agreement may be terminated by the Adviser 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 Dividend Growth Explorer Fund P.O. Box 2600 Valley Forge, PA 19482 At▇▇▇▇▇▇▇: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇tention: Joseph P. Brennan ▇ephone▇lephone: 610-669503-5846 Facsimile2042 ▇▇csimile: 610-503-5855 ▇▇ ▇▇ f to the Advisor, at: AXA Rosenberg Investm▇▇▇ ▇▇viser▇▇▇ement LLC Orinda Way, at: WBuild▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇nagement Companytention: William E. Ricks, LLP 75 State Street Boston, MA 02109 Atten▇▇▇▇: ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇t Officer Telephone: 925-253-3359 ▇17▇csimile: 925-790254-7262 F0213 ▇ith copy to: AXA Rosenberg Global ▇▇▇▇▇▇▇▇ LLC 4 Orinda Way, Bui▇▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇tention: Legal Counsel Facsimile: 925-253-1648 Thi▇ ▇▇▇▇▇▇▇▇: ▇▇▇-204-7262 This Agre▇▇▇▇▇ ▇▇▇ ▇e may be amended by mutual conse▇▇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 TrustFund. As used in this Section 910, 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.