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 U.S. Value Fund ▇.▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ If to the Advisor, at: AXA ▇▇▇▇▇▇▇▇▇ Investment Management LLC ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Chief Investment Officer Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ With copy to: AXA ▇▇▇▇▇▇▇▇▇ Global Services LLC ▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Legal Counsel 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. 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 Unless sooner terminated as provided herein, 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 full force and effect through [November 30, 2009]. Thereafter, unless sooner terminated, this Agreement shall continue in full force and effect for successive twelve-month periods thereafterof one year, only so long as this Agreement provided that such continuance is specifically approved at least annually by (i) the vote of a majority of the Board of TrusteesTrustees of the Fund, including or (ii) the vote of a majority of those 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 such this Agreement or “interested persons persons” (as defined in the ▇▇▇▇ ▇▇▇) of any such partythe Fund or the Manager, 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 but shall not remain in effect to the shareholders of extent that the Fund; in such event, such continuance will be effected only if approved by subadvisory agreement between DSL and SIMNA or the affirmative vote of a majority of the outstanding voting securities of the FundDSL Advisory Agreement has been terminated. Notwithstanding the foregoing, howeverthis Agreement may also be terminated, without the payment of any penalty, by DSL or SIMNA (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 upon 60 days' written notice to the Advisor, 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 will 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 terminate in the event of its assignment, and assignment (iiias defined in the ▇▇▇▇ ▇▇▇) this Agreement may be terminated by or upon the Advisor on ninety days' written notice to the Fund. Upon termination of this the DSL Advisory 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 FundSIMNA, at: Vanguard U.S. Value Fund ▇.▇. ▇▇▇▇▇▇ Investment Management North America Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ If to the AdvisorSIMNA Limited, at: AXA ▇▇▇▇▇▇▇▇▇ Investment Management LLC North America Limited ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ London, U.K. EC2V 7QA Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Telephone: ▇▇▇ ▇▇▇▇ ▇▇▇▇ If to DSL at: Directed Services, LLC ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Chief Investment Officer Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ With copy to: AXA ▇▇▇▇▇▇▇▇▇ Global Services LLC ▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Legal Counsel 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. 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 Acthereto.

Duration; Termination; Notices; Amendment. Unless sooner terminated as provided herein, this Agreement shall continue in effect for so long as CIAS Advisory Agreement remains in effect. This Agreement will shall become effective on as of its execution; provided that it shall not become effective prior to the date hereof and will of execution of CIAS Advisory Agreement. This Agreement shall continue in effect for a period of no longer than two years thereafterfrom the date of execution of CIAS Advisory Agreement. Thereafter, and this Agreement shall continue in effect automatically for successive twelve-month annual periods thereafteras agreed to by the parties, only so long as this Agreement provided such continuance is specifically approved at least annually by (i) the Board of TrusteesTrustees or (ii) a vote of a “majority” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund’s outstanding voting securities, including provided that in either event the continuance also is approved by a majority of those the Board of Trustees who are not parties to such Agreement or “interested persons persons” (as defined in the ▇▇▇▇ ▇▇▇) of any such partyparty to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval. In additionThis Agreement is terminable, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such eventwithout penalty, such continuance will be effected only if approved at any time, by the affirmative Board of Trustees, or by vote of holders of a majority of the outstanding voting securities Fund’s shares; or on 60 days’ written notice to SIMNA Limited, and will terminate five business days after SIMNA receives written notice of the Fundtermination of the Management Agreement between the Trust and CIAS, or five business days after the termination, whichever is later. Notwithstanding the foregoing, howeverthis Agreement may also be terminated, without the payment of any penalty, by 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 may at any time be terminated time, 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 Fundpenalty, on thirty (1) upon 60 days' ’ written notice to SIMNA; or (2) upon material breach by SIMNA of any representations and warranties set forth in the AdvisorAgreement, (ii) this if such breach has not been cured within 20 days after written notice of such breach. This Agreement will shall terminate automatically terminate in the event of its assignment, and assignment (iiias defined in the ▇▇▇▇ ▇▇▇) this Agreement may be terminated by or upon the Advisor on ninety days' written notice to the Fund. Upon termination of this the CIAS Advisory 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 FundSIMNA, at: Vanguard U.S. Value Fund ▇.▇. ▇▇▇▇▇▇ Investment Management North America Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ If to the AdvisorSIMNA Limited, at: AXA ▇▇▇▇▇▇▇▇▇ Investment Management LLC North America Limited ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ London, U.K. EC2V 7QA Attention: ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Chief Investment Officer Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ With copy to: AXA ▇▇▇▇▇▇▇▇▇ Global Services LLC ▇ ▇▇▇Telephone: ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Legal Counsel 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. 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 Acthereto.

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, 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; 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 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 deliveredis 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 mailed postpaidby facsimile machine, to the other party e-mail or a similar means of same delivery which provides evidence of receipt (with a confirming copy by mail as follows: set forth herein). If to the Fund, at: at Vanguard U.S. Value Global Equity Fund ▇.▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇, ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ , LOKR 3 Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: N/A Email: ▇▇▇-▇▇▇-_▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ If to the Advisor, at: AXA at Pzena Investment Management, LLC ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ Investment Management LLC ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chief Investment Officer TelephonePresident Facsimile: (▇▇▇-) ▇▇▇-▇▇▇▇ FacsimileEmail: ▇▇▇-▇▇▇-▇▇▇▇ With copy to: AXA ▇▇▇▇▇▇▇▇▇ Global Services LLC ▇ @▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇.▇▇▇ ▇ ▇▇▇▇▇▇The Trust consents to electronic delivery of any reports or other information that may be requested by the Trust or required to be delivered by the Advisor under this Agreement, ▇▇ ▇▇▇▇▇ Attention: Legal Counsel Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ or pursuant to Applicable Law, rule or regulation, including delivery of Part 2 of the Advisor's ADV and any updates thereto, and the Trust represents that it has the means to, and will access, such disclosures in electronic format. The Advisor shall provide the Trust with hard copies of any such disclosures upon request. The Trust may revoke this consent upon written notice to the Advisor. 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 (or as otherwise permitted under the terms of an In-Person Exemptive Order) 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 1011, 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 Unless sooner terminated as provided herein, 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 the Sub-Advisory Agreement is approved at least annually remains in effect. This Agreement may be terminated by the Trust (by a vote of 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 Trust or by the affirmative a vote of a majority of the outstanding voting securities of the Fund), without the payment of any penalty, immediately upon written notice to the other parties hereto, in the event of a material breach of any provision thereof by the party so notified or otherwise by the Trust, upon sixty (60) days’ written notice to the other parties hereto, but any such termination shall not affect the status, obligations or liabilities of any party hereto to the others. Notwithstanding the foregoing, howeverthis Agreement may also be terminated, without the payment of any penalty, by 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 may at any time be terminated time, 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 Fundpenalty, on thirty (1) upon 60 days' ’ written notice to SIMNA; or (2) upon material breach by SIMNA of any representations and warranties set forth in the AdvisorAgreement, (ii) this if such breach has not been cured within 20 days after written notice of such breach. This Agreement will shall terminate automatically terminate in the event of its assignment, and assignment (iiias defined in the ▇▇▇▇ ▇▇▇) this Agreement may be terminated by or upon the Advisor on ninety days' written notice to the Fund. Upon termination of this the Sub-Advisory 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 FundSIMNA, at: Vanguard U.S. Value Fund ▇.▇. ▇▇▇▇▇▇ ▇▇▇Investment Management North America Inc. ▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ If to the Advisor, at: AXA ▇▇▇▇▇▇▇▇▇ Investment Management LLC ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Chief Investment Officer Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ With copy to: AXA ▇▇▇▇▇▇▇▇▇ Global Services LLC ▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Legal Counsel FacsimileDepartment If to SIMNA Limited, at: ▇▇▇-▇▇▇-▇▇▇▇ Investment Management North America Limited ▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇▇ ▇▇▇ Attention: Legal Department 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. 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 Acthereto.

Duration; Termination; Notices; Amendment. This Agreement will become effective on the date hereof and will shall continue in effect effect, unless sooner terminated as hereinafter provided, for a period of two years thereafter, one year and shall continue in full force and effect for successive twelve-month periods of one year thereafter, but only so long as this Agreement each such continuance as to the Portfolio is specifically approved at least annually (i) 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 vote 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 holders of a majority of the outstanding voting securities of the FundPortfolio or (ii) by a vote of a majority of the Board of Trustees, and further provided that such continuance is also approved annually by the vote of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of any such party. Notwithstanding the foregoing, howeverthis Agreement may also be terminated, without the payment of any penalty, by ▇▇▇▇▇ (i) upon 90 days’ written notice to SIMNA Limited and the Adviser, or upon such shorter notice as may be mutually agreed upon; 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 may at any time be terminated time, without payment of any penalty either penalty, (1) upon 90 days’ written notice to ▇▇▇▇▇ and the Adviser, or upon such shorter notice as may be mutually agreed upon; or (2) upon material breach by vote the Adviser or SIMNA 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. The Adviser, the Board of Trustees Trustees, or by vote of a majority vote of the outstanding voting securities of the FundPortfolio may terminate this Agreement at any time, on thirty without payment of any penalty, (1) upon 60 days' ’ written notice to the AdvisorSIMNA and SIMNA Limited, or upon such shorter notice as may be mutually agreed upon; or (ii2) upon material breach by SIMNA or 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. This Agreement will shall terminate automatically terminate and immediately in the event of its assignmentassignment (as defined in the 1940 Act), and (iii) this Agreement may be terminated except as otherwise provided by any rule of, or action by, the Advisor on ninety days' written notice to SEC, or upon the Fund. Upon termination of this the Brighthouse Subadvisory 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, by facsimile or by email, addressed and delivered, or mailed postpaid, to the other party as follows: If to the FundTrust, at: Vanguard U.S. Value Fund Brighthouse Funds Trust I ▇.▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ Charlotte, NC 28277 Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (e-mail) If to the Adviser, at: Brighthouse Investment Advisers, LLC ▇▇▇▇▇ ▇▇▇▇▇ Attention▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ Charlotte, NC 28277 Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (e-mail) If to SIMNA, at: ▇▇▇▇▇▇▇▇ Telephone: Investment Management North America Inc. ▇ ▇▇▇-▇▇▇-▇▇▇▇ Facsimile▇▇▇▇ 19th Floor New York, NY 10018-3706 Attention: Legal Department Telephone: ▇▇▇-▇▇▇-▇▇▇▇ If to the AdvisorSIMNA Limited, at: AXA ▇▇▇▇▇▇▇▇▇ Investment Management LLC ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Chief Investment Officer Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ With copy to: AXA ▇▇▇▇▇▇▇▇▇ Global Services LLC North America Limited ▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ London, UK EC2Y 5AU Attention: Legal Counsel FacsimileDepartment Telephone: ▇▇▇-▇▇▇▇-▇▇▇▇ This Agreement may be amended by written instrument at any time by mutual consent, but the consent of the Trust must be approved (i) parties hereto, subject to approval by a majority of those members of the Board of Trustees who are not parties to this Agreement or interested persons of any such partyand, cast in person at a meeting called for the purpose of voting on such amendment, and (ii) to the extent if required by the 1940 Actapplicable SEC rules, by regulations, or orders, 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 Portfolio’s 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 Unless sooner terminated as provided herein, 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 full force and effect through November 30, 2009. Thereafter, unless sooner terminated, this Agreement shall continue in full force and effect for successive twelve-month periods thereafterof one year, only so long as this Agreement provided that such continuance is specifically approved at least annually by (i) the vote of a majority of the Board of TrusteesTrustees of the Fund, including or (ii) the vote of a majority of those 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 such this Agreement or “interested persons persons” (as defined in the ▇▇▇▇ ▇▇▇) of any such partythe Fund or the Manager, 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 but shall not remain in effect to the shareholders of extent that the Fund; in such event, such continuance will be effected only if approved by subadvisory agreement between DSL and SIMNA or the affirmative vote of a majority of the outstanding voting securities of the FundDSL Advisory Agreement has been terminated. Notwithstanding the foregoing, howeverthis 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 may at any time be terminated time, 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 Fundpenalty, on thirty (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 AdvisorAgreement, (ii) this if such breach has not been cured within 20 days after written notice of such breach. This Agreement will shall terminate automatically terminate in the event of its assignment, and assignment (iiias defined in the ▇▇▇▇ ▇▇▇) this Agreement may be terminated by or upon the Advisor on ninety days' written notice to the Fund. Upon termination of this the DSL Advisory 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 FundSIMNA, at: Vanguard U.S. Value Fund ▇.▇. ▇▇▇▇▇▇ Investment Management North America Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ If to the AdvisorSIMNA Limited, at: AXA ▇▇▇▇▇▇▇▇▇ Investment Management LLC North America Limited ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ London, U.K. EC2V 7QA Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Telephone: ▇▇▇ ▇▇▇▇ ▇▇▇▇ If to DSL at: Directed Services, LLC ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Chief Investment Officer Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ With copy to: AXA ▇▇▇▇▇▇▇▇▇ Global Services LLC ▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Legal Counsel 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. 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 Acthereto.

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, 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; 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 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 deliveredis 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 mailed postpaidby facsimile machine, to the other party e-mail or a similar means of same delivery which provides evidence of receipt (with a confirming copy by mail as follows: set forth herein). If to the Fund, at: at Vanguard U.S. Explorer Value Fund ▇.▇. ▇▇▇ ▇▇▇▇ P.O. Box 2600 Valley Forge, PA 19482 Attention: ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ LOKR Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Fax: N/A Email: ▇▇▇▇▇▇_▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ If to the Advisor, at Wellington Management Company LLP ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇. Boston, MA 02210 Attention: Legal and Compliance Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ If to the Advisor, atEmail: AXA Vanguard_WellingtonRelationshipTeam@ ▇▇▇▇▇▇▇▇▇ Investment Management LLC ▇▇▇.▇▇▇ ▇▇▇The parties consent to electronic delivery of any reports or other information that may be requested by a party or required to be delivered by the Advisor under this Agreement, ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇or pursuant to Applicable Law, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇rule or regulation, including delivery of Part 2 of the Advisor’s ADV and any updates thereto. ▇▇▇▇▇Each party represents that it has the means to, Chief Investment Officer Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ With copy to: AXA ▇▇▇▇▇▇▇▇▇ Global Services LLC ▇ ▇▇▇▇▇▇ ▇▇▇and will access, ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Legal Counsel Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ such disclosures in electronic format. The Advisor shall provide the Trust with hard copies of any such disclosures upon request. The Trust may revoke this consent upon written notice to the Advisor at any time. 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 (or as otherwise permitted under the terms of an In-Person Exemptive Order) 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 1011, 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 Unless sooner terminated as provided herein, 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 the Park Avenue Advisory Agreement is approved at least annually remains in effect. This Agreement may be terminated by the Trust (by a vote of 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 Trust or by the affirmative a vote of a majority of the outstanding voting securities of the Fundapplicable Fund or Funds), without the payment of any penalty, immediately upon written notice to the other parties hereto, in the event of a material breach of any provision thereof by the party so notified or otherwise by the Trust, upon sixty (60) days’ written notice to the other parties hereto, but any such termination shall not affect the status, obligations or liabilities of any party hereto to the others. Notwithstanding the foregoing, howeverthis 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 may at any time be terminated time, 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 Fundpenalty, on thirty (1) upon 60 days' ’ written notice to SIMNA; or (2) upon material breach by ▇▇▇▇▇ of any representations and warranties set forth in the AdvisorAgreement, (ii) this if such breach has not been cured within 20 days after written notice of such breach. This Agreement will shall terminate automatically terminate in the event of its assignment, and assignment (iiias defined in the 1940 Act) this Agreement may be terminated by or upon the Advisor on ninety days' written notice to the Fund. Upon termination of this the Park Avenue Advisory 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 FundSIMNA, at: Vanguard U.S. Value Fund ▇.▇. ▇▇▇▇▇▇ Investment Management North America Inc. 7 Bryant Park New York, NY 10018 Attention: Legal Department If to SIMNA Limited, at: ▇▇▇▇▇▇▇▇ Investment Management North America Limited ▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ If to the AdvisorLondon , at: AXA ▇▇▇▇▇▇▇▇▇ Investment Management LLC ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Chief Investment Officer Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ With copy to: AXA ▇▇▇▇▇▇▇▇▇ Global Services LLC ▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ U.K. EC2Y 7AU Attention: Legal Counsel Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Department 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. 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 Acthereto.

Duration; Termination; Notices; Amendment. This Unless sooner terminated as provided herein, 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 the Sub-Advisory Agreement is approved at least annually remains in effect. This Agreement may be terminated by the Trust (by a vote of 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 Trust or by the affirmative a vote of a majority of the outstanding voting securities of the Fund), without the payment of any penalty, immediately upon written notice to the other parties hereto, in the event of a material breach of any provision thereof by the party so notified or otherwise by the Trust, upon sixty (60) days’ written notice to the other parties hereto, but any such termination shall not affect the status, obligations or liabilities of any party hereto to the others. Notwithstanding the foregoing, howeverthis Agreement may also be terminated, without the payment of any penalty, by 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 may at any time be terminated time, 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 Fundpenalty, on thirty (1) upon 60 days' ’ written notice to SIMNA; or (2) upon material breach by SIMNA of any representations and warranties set forth in the AdvisorAgreement, (ii) this if such breach has not been cured within 20 days after written notice of such breach. This Agreement will shall terminate automatically terminate in the event of its assignmentassignment (as defined in the Investment Company Act of 1940, and as amended (iiithe “1940 Act”)) this Agreement may be terminated by or upon the Advisor on ninety days' written notice to the Fund. Upon termination of this the Sub-Advisory 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 FundSIMNA, at: Vanguard U.S. Value Fund ▇.▇. ▇▇▇▇▇▇ ▇▇▇Investment Management North America Inc. ▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ If to the Advisor, at: AXA ▇▇▇▇▇▇▇▇▇ Investment Management LLC ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Chief Investment Officer Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ With copy to: AXA ▇▇▇▇▇▇▇▇▇ Global Services LLC ▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Legal Counsel FacsimileDepartment If to SIMNA Limited, at: ▇▇▇-▇▇▇-▇▇▇▇ Investment Management North America Limited ▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇▇ ▇▇▇ Attention: Legal Department 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. 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 Acthereto.

Duration; Termination; Notices; Amendment. This Unless sooner terminated as provided herein, 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 full force and effect through November 30, 2009. Thereafter, unless sooner terminated, this Agreement shall continue in full force and effect for successive twelve-month periods thereafterof one year, only so long as this Agreement provided that such continuance is specifically approved at least annually by (i) the vote of a majority of the Board of TrusteesTrustees of the Fund, including or (ii) the vote of a majority of those 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 such this Agreement or “interested persons persons” (as defined in the ▇▇▇▇ ▇▇▇) of any such partythe Fund or the Manager, 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 but shall not remain in effect to the shareholders of extent that 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 FundING Advisory Agreement has been terminated. Notwithstanding the foregoing, howeverthis Agreement may also be terminated, without the payment of any penalty, by ING 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 may at any time be terminated time, 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 Fundpenalty, on thirty (1) upon 60 days' ’ written notice to ING or SIMNA; or (2) upon material breach by SIMNA of any representations and warranties set forth in the AdvisorAgreement, (ii) this if such breach has not been cured within 20 days after written notice of such breach. This Agreement will shall terminate automatically terminate in the event of its assignment, and assignment (iiias defined in the ▇▇▇▇ ▇▇▇) this Agreement may be terminated by or upon the Advisor on ninety days' written notice to the Fund. Upon termination of this the ING Advisory 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 FundSIMNA, at: Vanguard U.S. Value Fund ▇.▇. ▇▇▇▇▇▇ Investment Management North America Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ If to the AdvisorSIMNA Limited, at: AXA ▇▇▇▇▇▇▇▇▇ Investment Management LLC North America Limited ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ London, U.K. EC2V 7QA Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Telephone: ▇▇▇ ▇▇▇▇ ▇▇▇▇ If to ING Investments, LLC, at: ING Investments, LLC ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ AttentionAttn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Chief Investment Officer Counsel Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ With copy to: AXA ▇▇▇▇▇▇▇▇▇ Global Services LLC ▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Legal Counsel 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. 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 Acthereto.

Duration; Termination; Notices; Amendment. This Unless sooner terminated as provided herein, 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 full force and effect through November 30, 2009. Thereafter, unless sooner terminated, this Agreement shall continue in full force and effect for successive twelve-month periods thereafterof one year, only so long as this Agreement provided that such continuance is specifically approved at least annually by (i) the vote of a majority of the Board of TrusteesTrustees of the Fund, including or (ii) the vote of a majority of those 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 such this Agreement or “interested persons persons” (as defined in the ▇▇▇▇ ▇▇▇) of any such partythe Fund or the Manager, 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 but shall not remain in effect to the shareholders of extent that the Fund; in such event, such continuance will be effected only if approved by subadvisory agreement between ING and SIMNA or the affirmative vote of a majority of the outstanding voting securities of the FundING Advisory Agreement has been terminated. Notwithstanding the foregoing, howeverthis Agreement may also be terminated, without the payment of any penalty, by ING or SIMNA (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 upon 60 days' written notice to the Advisor, 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 will at any time, without payment of any penalty, (1) upon 60 days' written notice to ING 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 terminate in the event of its assignment, and assignment (iiias defined in the ▇▇▇▇ ▇▇▇) this Agreement may be terminated by or upon the Advisor on ninety days' written notice to the Fund. Upon termination of this the ING Advisory 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 FundSIMNA, at: Vanguard U.S. Value Fund ▇.▇. ▇▇▇▇▇▇ Investment Management North America Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ If to the AdvisorSIMNA Limited, at: AXA ▇▇▇▇▇▇▇▇▇ Investment Management LLC North America Limited ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ London, U.K. EC2V 7QA Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Telephone: ▇▇▇ ▇▇▇▇ ▇▇▇▇ If to ING Investments, LLC, at ING Investments, LLC ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ AttentionAttn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Chief Investment Officer Counsel Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ With copy to: AXA ▇▇▇▇▇▇▇▇▇ Global Services LLC ▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Legal Counsel 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. 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 Acthereto.

Duration; Termination; Notices; Amendment. Unless sooner terminated as provided herein, this Agreement shall continue in effect for so long as CIAS Advisory Agreement remains in effect. This Agreement will shall become effective on as of its execution; provided that it shall not become effective prior to the date hereof and will of execution of CIAS Advisory Agreement. This Agreement shall continue in effect for a period of no longer than two years thereafterfrom the date of execution of CIAS Advisory Agreement. Thereafter, and this Agreement shall continue in effect automatically for successive twelve-month annual periods thereafteras agreed to by the parties, only so long as this Agreement provided such continuance is specifically approved at least annually by (i) the Board of TrusteesTrustees or (ii) a vote of a “majority” (as defined in the 1▇▇▇ ▇▇▇) of the Fund’s outstanding voting securities, including provided that in either event the continuance also is approved by a majority of those the Board of Trustees who are not parties to such Agreement or “interested persons persons” (as defined in the 1▇▇▇ ▇▇▇) of any such partyparty to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval. In additionThis Agreement is terminable, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such eventwithout penalty, such continuance will be effected only if approved at any time, by the affirmative Board of Trustees, or by vote of holders of a majority of the outstanding voting securities Fund’s shares; or on 60 days’ written notice to SIMNA Limited, and will terminate five business days after SIMNA receives written notice of the Fundtermination of the Management Agreement between the Trust and CIAS, or five business days after the termination, whichever is later. Notwithstanding the foregoing, howeverthis Agreement may also be terminated, without the payment of any penalty, by 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 may at any time be terminated time, 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 Fundpenalty, on thirty (1) upon 60 days' ’ written notice to SIMNA; or (2) upon material breach by SIMNA of any representations and warranties set forth in the AdvisorAgreement, (ii) this if such breach has not been cured within 20 days after written notice of such breach. This Agreement will shall terminate automatically terminate in the event of its assignment, and assignment (iiias defined in the 1▇▇▇ ▇▇▇) this Agreement may be terminated by or upon the Advisor on ninety days' written notice to the Fund. Upon termination of this the CIAS Advisory 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 FundSIMNA, at: Vanguard U.S. Value Fund S▇.▇. ▇▇▇▇▇ Investment Management North America Inc. 8▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: C▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Telephone: ▇2▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇2▇▇-▇▇▇-▇▇▇▇ If to the AdvisorSIMNA Limited, at: AXA S▇▇▇▇▇▇▇ Investment Management North America Limited 3▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ London, U.K. EC2V 7QA Attention: V▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Investment Management LLC ▇▇▇▇Telephone: 0▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Chief Investment Officer Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ With copy to: AXA ▇▇▇▇▇▇▇▇▇ Global Services LLC ▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Legal Counsel 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. 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 Acthereto.

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; 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 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 writingwriting 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, addressed and deliveredby postage mail return receipt requested or by facsimile machine, e-mail or mailed postpaid, to the other party a similar means of same delivery which provides evidence of receipt (with a confirming copy by mail as follows: set forth herein). If to the Fund, at: Vanguard U.S. Value International Explorer Fund ▇.▇. ▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇, V11 Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇_▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ If to the Advisor, at: AXA ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Overseas Limited ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇ ▇▇▇▇▇▇▇▇▇ Investment Management LLC ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Chief Investment Officer Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ With copy to: AXA ▇▇▇▇▇▇▇▇▇ Global Services LLC ▇▇▇ ▇▇▇ Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇ ▇▇▇▇▇▇ Telephone: ▇▇▇ ▇▇ ▇▇▇ ▇▇▇ ▇▇▇, ▇/▇▇▇ ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ Email: ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Legal Counsel Facsimile: ▇▇▇-▇▇▇-▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ This Agreement may be amended by mutual consent, but the consent of the Trust must be approved 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 (or as otherwise permitted under the terms of an In- Person Exemptive Order) 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 shall become effective on upon approval by the date hereof Trust’s Board of Trustees and will its execution by the parties hereto. Unless sooner terminated as provided herein, this Agreement shall continue in effect for so long as the Principal Advisory Agreement remain in effect; except that following a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafterfrom its effectiveness, only so long as this Agreement continuance is specifically approved at least annually by in conformance with the Board of Trustees1940 Act; provided, including a majority of those Trustees who are not parties to such Agreement or interested persons of any such partyhowever, cast in person at a meeting called for the purpose of voting on such approval. In addition, the question of continuance of the that this Agreement may be presented terminated with respect to the shareholders of the Fund; in such event, such continuance will be effected only if approved a Fund (a) by the affirmative Fund at any time, without the payment of any penalty, by the vote of a majority of the outstanding voting securities Trustees 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 Trust or by the vote of a majority of the outstanding voting securities of the Fund, (b) by the Principal at any time, without the payment of any penalty, on thirty not more than 60 days' ’ nor less than 30 days’ written notice to RBC UK. Notwithstanding the Advisorforegoing, this Agreement may also be terminated, without the payment of any penalty, by RBC UK (i) upon 60 days’ written notice to RBC US; or (ii) upon material breach by RBC US 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; RBC US may terminate this Agreement will at any time, without payment of any penalty, (1) upon 60 days’ written notice to RBC UK; or (2) upon material breach by RBC UK 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 terminate in the event of its assignment, and assignment (iiias defined in the 1940 Act) this Agreement may be terminated by or upon the Advisor on ninety days' written notice to the Fund. Upon termination of this the Principal Advisory 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 FundRBC UK, at: Vanguard U.S. Value Fund ▇.▇. ▇1▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ If to the Advisor, at: AXA ▇▇▇▇▇▇▇▇▇ Investment Management LLC ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ If to RBC US, at: 5▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Chief Investment Officer Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ With copy to: AXA ▇▇▇▇▇▇▇▇▇ Global Services LLC ▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Legal Counsel Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ This Agreement may be amended by mutual consent, but the consent of the Trust must be approved (i) parties hereto upon prior approval 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 ActTrust.