Duration; Termination; Notices; Amendment. This Agreement will become effective on the date hereof and will continue in effect for a period of two years thereafter and shall continue in effect for successive twelve-month periods thereafter, only so long as each such continuance specifically is approved at least annually by the Board of Trustees, including a majority of those Trustees who are not parties to such Agreement or interested persons of any such party, cast at a meeting called for the purpose of voting on such approval; such meeting shall be in person as required under Section 15(c) of the 1940 Act unless the Board of Trustees otherwise complies with the terms of an order or other guidance issued by the Securities and Exchange Commission granting an exemption from the in-person meeting requirement (“In-Person Exemptive Order”). In addition, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund, on thirty days’ written notice to the Advisor, (ii) this Agreement will automatically terminate in the event of its assignment, and (iii) this Agreement may be terminated by the Advisor on ninety days’ written notice to the Fund. Any notice under this Agreement will be given in writing, and is deemed to have been provided upon receipt of the same at their respective addresses set forth below. All written notices required or permitted to be given under this Agreement will be delivered by personal service, by postage mail return receipt requested or by facsimile machine, e-mail or a similar means of same delivery which provides evidence of receipt (with a confirming copy by mail as set forth herein). If to the Fund, at Vanguard International Dividend Growth Fund P.O. Box 2600 Valley Forge, PA 19482 Attention: ▇▇▇▇▇▇ ▇▇▇▇▇, LOKR Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Fax: N/A Email: ▇▇▇▇▇▇_▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ If to the Advisor, at Wellington Management Company LLP ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇. Boston, MA 02210 Attention: Legal and Compliance Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ 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, 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, 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 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 11, the terms “assignment,” “interested persons,” and “vote of a majority of the outstanding voting securities” have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.
Appears in 1 contract
Sources: Investment Advisory Agreement (Vanguard Whitehall Funds)
Duration; Termination; Notices; Amendment. This Agreement will become effective on the date hereof and will continue in effect for a period of two years thereafter and shall continue in effect for successive twelve-month periods thereafter, only so long as each such continuance specifically is approved at least annually by the Board of Trustees, including a majority of those Trustees who are not parties to such Agreement or interested persons of any such party, cast at a meeting called for the purpose of voting on such approval; 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. Any notice under this Agreement will be given in writing, emailed, addressed and is deemed delivered, or mailed postpaid, to have been provided upon receipt of the same at their respective addresses set forth below. All written notices required or permitted to be given under this Agreement will be delivered by personal service, by postage mail return receipt requested or by facsimile machine, e-mail or a similar means of same delivery which provides evidence of receipt (with a confirming copy by mail other party as set forth herein). follows: If to the Fund, at at: Vanguard International Dividend Growth Explorer Value Fund P.O. Box 2600 Valley Forge40▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Wayne, PA 19482 19087 Attention: ▇▇Da▇▇▇▇ ▇▇▇▇▇, LOKR V11 Telephone: ▇▇61▇-▇▇▇-▇▇▇▇ FaxFacsimile: N/A 61▇-▇▇▇-▇▇▇▇ Email: da▇▇▇▇▇▇_.▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ If to the Advisor, at Wellington at: Cardinal Capital Management Company LLP ▇L.L.C. Four Greenwich Office Park Greenwich, CT 06831 Attention: Ro▇▇ ▇▇▇▇▇▇▇▇ ▇▇. Boston, MA 02210 AttentionCPA Telephone: Legal and Compliance Facsimile: ▇▇20▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇rw▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ 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, 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, 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 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 amendmentamendment (or as otherwise permitted under the terms of an In-Person Exemptive Order), 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 1110, 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.
Appears in 1 contract
Sources: Investment Advisory Agreement (Vanguard Scottsdale Funds)
Duration; Termination; Notices; Amendment. This Agreement will become effective on the date hereof and will continue in effect for a period of two years thereafter and shall continue in effect for successive twelve-month periods thereafter, only so long as each such continuance specifically is approved at least annually by the Board of Trustees, including a majority of those Trustees who are not parties to such Agreement or interested persons of any such party, cast at a meeting called for the purpose of voting on such approval; such meeting shall be in person as required under Section 15(c) of the 1940 Act unless the Board of Trustees otherwise complies with the terms of an order or other guidance issued by the Securities and Exchange Commission granting an exemption from the in-person meeting requirement (“"In-Person Exemptive Order”"). In addition, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees or by vote of a majority of DocuSign Envelope ID: DB177F70-58AB-4DE2-9438-F9B779FC74D5 the outstanding voting securities of the Fund, on thirty days’ ' written notice to the Advisor, (ii) this Agreement will automatically terminate in the event of its assignment, and (iii) this Agreement may be terminated by the Advisor on ninety days’ ' written notice to the Fund. Any notice under this Agreement will be given in writing, and is deemed to have been provided upon receipt of the same at their respective addresses set forth below. All written notices required or permitted to be given under this Agreement will be delivered by personal service, by postage mail return receipt requested or by facsimile machine, e-mail or a similar means of same delivery which provides evidence of receipt (with a confirming copy by mail as set forth herein). If to the Fund, at Vanguard International Dividend Growth Advice Select Global Value Fund P.O. Box 2600 Valley Forge▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, PA 19482 19087 Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LOKR V11 Telephone: ▇▇▇-▇▇▇-▇▇▇▇ FaxFacsimile: N/A ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇_▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ If to the Advisor, at Wellington Management Company LLP ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇. Boston▇▇▇▇▇▇, MA 02210 ▇▇ ▇▇▇▇▇ Attention: Legal and Compliance Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ The parties consent Trust consents to electronic delivery of any reports or other information that may be requested by a party the Trust or required to be delivered by the Advisor under this Agreement, or pursuant to Applicable Lawapplicable law, rule or regulation, including delivery of Part 2 of the Advisor’s 's ADV and any updates thereto. Each party , 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 at any timeAdvisor. 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 11, 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.. DocuSign Envelope ID: DB177F70-58AB-4DE2-9438-F9B779FC74D5
Appears in 1 contract
Sources: Investment Advisory Agreement (Vanguard Whitehall Funds)
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 each such continuance specifically is approved at least annually by the Board of Trustees, including a majority of those Trustees who are not parties to such Agreement or interested persons of any such party, cast at a meeting called for the purpose of voting on such approval; such meeting shall be in person as required under Section 15(c) of the 1940 Act unless the Board of Trustees otherwise complies with the terms of an order or other guidance issued by the Securities and Exchange Commission granting an exemption from the in-person meeting requirement (“In-Person Exemptive Order”). In addition, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund, on thirty days’ written notice to the Advisor, (ii) this Agreement will automatically terminate in the event of its assignment, and (iii) this Agreement may be terminated by the Advisor on ninety days’ written notice to the Fund. Any notice under this Agreement will be given in writing, writing and is deemed to have been provided upon receipt of the same at their respective addresses set forth below. All written notices required or permitted to be given under this Agreement will be delivered by personal service, by postage mail return receipt requested or by facsimile machine, e-mail or a similar means of same delivery which provides evidence of receipt (with a confirming copy by mail as set forth herein)) but not by facsimile. If to the Fund, at Vanguard International Dividend Growth Fund P.O. Box 2600 Valley Forge, PA 19482 Attentionat: 40▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, LOKR ▇▇ ▇▇▇▇▇ Attention: Da▇▇▇▇ ▇▇▇▇▇ Telephone: ▇▇61▇-▇▇▇-▇▇▇▇ Fax: N/A Email: ▇▇da▇▇▇▇_▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ If to the Advisor, at Wellington Management Company LLP at: Ba▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇verseas Limited Ca▇▇▇▇ ▇▇▇▇▇▇, ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. Boston, MA 02210 Attention: Legal and Compliance Facsimile: ▇▇▇-▇▇▇-▇▇ ▇▇▇ EmailAttention: Jo▇▇ ▇▇▇▇▇▇▇▇_/▇i▇▇ ▇▇▇▇▇▇ Telephone: 01▇ ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇/▇11 44 131 275 2828 Email: Va▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ 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, 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, 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 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 1110, 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.
Appears in 1 contract
Sources: Investment Advisory Agreement (Vanguard Valley Forge Funds)
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 OCTOBER 1, 2004 and shall continue in effect for successive twelve-month periods thereafterperiods, only so long as each such continuance specifically 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; 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 of the Trust or by vote of a majority of the outstanding voting securities of the Fund, on thirty days’ ' written notice to the Advisor, (ii) this Agreement will automatically terminate in the event of its assignment, and (iii) this Agreement may be terminated by the Advisor on ninety days’ ' written notice to the Fund. Any notice under this Agreement will be given in writing, addressed and is deemed delivered, or mailed postpaid, to have been provided upon receipt of the same at their respective addresses set forth below. All written notices required or permitted to be given under this Agreement will be delivered by personal service, by postage mail return receipt requested or by facsimile machine, e-mail or a similar means of same delivery which provides evidence of receipt (with a confirming copy by mail other party as set forth herein). follows: If to the Fund, at at: Vanguard International Dividend Growth Chester Funds - Vanguard PRIMECAP Fund P.O. Box 2600 Valley Forge, PA 19482 Attention: ▇▇▇▇▇▇ ▇▇▇▇▇, LOKR Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Fax: N/A Email: ▇▇▇▇▇▇_▇▇▇▇▇@A▇▇▇▇▇▇▇▇.: ▇▇▇▇▇▇▇ If to ▇. ▇▇▇▇▇▇▇ ▇▇ ▇▇ the Advisor, at Wellington Management Company LLP ▇▇▇ at: ▇▇▇▇▇▇▇▇ ▇▇. Boston▇agement Company 225 South Lake Avenue, MA 02210 Attention: Legal and Compliance Facsimile: ▇▇▇-▇▇▇-S▇▇▇▇ Email: ▇▇▇ Pasadena, CA 91101 ▇▇▇▇▇▇▇▇_▇: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇nt may be amended by mutu▇▇ ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇., ▇▇▇ 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, 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, 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 at any time. This Agreement may be amended by mutual consent, but the ▇▇e 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 FundFund of the Trust. As used in this Section 119, 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.
Appears in 1 contract
Sources: Investment Advisory Agreement (Vanguard Chester Funds)
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 each such continuance specifically is approved at least annually by the Board of Trustees, including a majority of those Trustees who are not parties to such Agreement or interested persons of any such party, cast at a meeting called for the purpose of voting on such approval; such meeting shall be in person as required under Section 15(c) of the 1940 Act unless the Board of Trustees otherwise complies with the terms of an order or other guidance issued by the Securities and Exchange Commission granting an exemption from the in-person meeting requirement (“In-"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 DocuSign Envelope ID: DB177F70-58AB-4DE2-9438-F9B779FC74D5 automatically terminate in the event of its assignment, and (iii) this Agreement may be terminated by the Advisor on ninety days’ ' written notice to the Fund. Any notice under this Agreement will be given in writing, writing and is deemed to have been provided upon receipt of the same at their respective addresses set forth below. All written notices required or permitted to be given under this Agreement will be delivered by personal service, by postage mail return receipt requested or by facsimile machine, e-mail or a similar means of same delivery which provides evidence of receipt (with a confirming copy by mail as set forth herein), but not by facsimile. If to the Fund, at at: Vanguard Advice Select International Dividend Growth Fund P.O. Box 2600 Valley Forge▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, PA 19482 ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LOKR Vl 1 Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Fax: N/A Email: kaitlyn_ ▇▇▇▇▇▇_▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ If to the Advisor, at Wellington Management Company LLP at: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Overseas Limited ▇▇▇▇▇▇ Square, ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. Boston, MA 02210 ▇ ▇▇▇ Attention: Legal and Compliance Facsimile: ▇▇▇-▇ ▇▇▇-▇▇▇/▇▇▇▇ Email: ▇▇▇▇▇▇▇▇_▇ Telephone: 01144131275 2828/01144131275 2486 Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ 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, 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, 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 at any time. 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-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 1110, 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)(192(a)(l 9) and Section 2(a)(42) of the 1940 Act.
Appears in 1 contract
Sources: Investment Advisory Agreement (Vanguard Whitehall Funds)
Duration; Termination; Notices; Amendment. This Agreement will become effective on the date hereof and will continue in effect for a period of two years thereafter and shall continue in effect for successive twelve-month periods thereafter, only so long as each such continuance specifically is approved at least annually by the Board of Trustees, including a majority of those Trustees who are not parties to such Agreement or interested persons of any such party, cast at a meeting called for the purpose of voting on such approval; such meeting shall be in person as required under Section 15(c) of the 1940 Act unless the Board of Trustees otherwise complies with the terms of an order or other guidance issued by the Securities and Exchange Commission granting an exemption from the in-person meeting requirement (“"In-Person Exemptive Order”"). In addition, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund, on thirty days’ ' written notice to the Advisor, (ii) this Agreement will automatically terminate in the event of its assignment, and (iii) this Agreement may be terminated by the Advisor on ninety days’ ' written notice to the Fund. Any notice under this Agreement will be given in writing, and is deemed to have been provided upon receipt of the same at their respective addresses set forth below. All written notices required or permitted to be given under this Agreement will be delivered by personal service, by postage mail return receipt requested or by facsimile machine, e-mail or a similar means of same delivery which provides evidence of receipt (with a confirming copy by mail as set forth herein). If to the Fund, at Vanguard International Dividend Growth Global Equity Fund P.O. Box 2600 Valley Forge▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, PA 19482 ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇, LOKR Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Fax: N/A Email: ▇▇▇▇▇▇_▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ If to the Advisor, at Wellington Management Company LLP ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇. Boston▇▇▇▇▇▇, MA 02210 ▇▇ ▇▇▇▇▇ Attention: Legal and Compliance Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@Vanguard_WellingtonRelationshipTeam@ ▇▇▇▇▇▇▇▇▇▇.▇▇▇ The parties consent Trust consents to electronic delivery of any reports or other information that may be requested by a party the Trust or required to be delivered by the Advisor under this Agreement, or pursuant to Applicable Law, rule or regulation, including delivery of Part 2 of the Advisor’s 's ADV and any updates thereto. Each party , 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 at any timeAdvisor. 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 11, the terms “"assignment,” “" "interested persons,” " and “"vote of a majority of the outstanding voting securities” " have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.
Appears in 1 contract
Sources: Investment Advisory Agreement (Vanguard Horizon Funds)
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 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. Any notice under this Agreement will be given in writing, writing and is deemed to have been provided upon receipt of the same at their respective addresses set forth below. All written notices required or permitted to be given under this Agreement will be delivered by personal service, by postage mail return receipt requested or by facsimile machine, e-mail email, or a similar means of same delivery which provides evidence of receipt (with a confirming copy by mail as set forth herein). If to the Fund, at at: Vanguard International Dividend Growth Global Environmental Opportunities Stock Fund P.O. Box 2600 Valley Forge▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, PA 19482 ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇, LOKR Telephone: ▇▇▇-▇▇▇-▇▇▇▇ FaxFacsimile: N/A Email: ▇▇▇▇▇▇_.▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ If to the Advisor, at Wellington Management Company LLP at: Ninety One North America, Inc. ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇. Boston▇ ▇▇▇▇, MA 02210 ▇▇, ▇▇▇▇▇ Attention: Legal and Compliance Facsimile: ▇▇▇-▇ ▇▇▇-▇▇▇▇ Telephone: +▇ ▇▇▇ ▇▇▇ ▇▇▇▇ Facsimile: N/A Email: ▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ With a copy to: Attention: ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ Telephone: +▇ ▇▇▇ ▇▇▇ ▇▇▇▇ Email: ▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ The parties consent to electronic delivery of any reports or other information that may be requested by a party the Trust or required to be delivered by the Advisor under this Agreement, or pursuant to Applicable Lawapplicable law, rule or regulation, including delivery of Part 2 of the Advisor’s 's ADV and any updates thereto. Each party represents , and the parties represent that it has they have the means to, and will access, such disclosures in electronic format. The Advisor parties shall provide the Trust with hard copies of any such disclosures upon request. The Trust Each party may revoke this consent upon written notice to the Advisor at any timeother party. 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 1112, 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.
Appears in 1 contract
Sources: Investment Advisory Agreement (Vanguard Trustees' Equity Fund)
Duration; Termination; Notices; Amendment. This Agreement will become effective on the date hereof and will continue in effect for a period of two years thereafter and shall continue in effect for successive twelve-month periods thereafter, only so long as each such continuance specifically is approved at least annually by the Board of Trustees, including a majority of those Trustees who are not parties to such Agreement or interested persons of any such party, cast at a meeting called for the purpose of voting on such approval; such meeting shall be in person as required under Section 15(c) of the 1940 Act unless the Board of Trustees otherwise complies with the terms of an order or other guidance issued by the Securities and Exchange Commission granting an exemption from the in-person meeting requirement (“"In-Person Exemptive Order”"). In addition, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees or by vote of a majority of DocuSign Envelope ID: DB177F70-58AB-4DE2-9438-F9B779FC74D5 the outstanding voting securities of the Fund, on thirty days’ ' written notice to the Advisor, (ii) this Agreement will automatically terminate in the event of its assignment, and (iii) this Agreement may be terminated by the Advisor on ninety days’ ' written notice to the Fund. Any notice under this Agreement will be given in writing, and is deemed to have been provided upon receipt of the same at their respective addresses set forth below. All written notices required or permitted to be given under this Agreement will be delivered by personal service, by postage mail return receipt requested or by facsimile machine, e-mail or a similar means of same delivery which provides evidence of receipt (with a confirming copy by mail as set forth herein). If to the Fund, at Vanguard International Advice Select Dividend Growth Fund P.O. Box 2600 Valley Forge▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, PA 19482 19087 Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LOKR V11 Telephone: ▇▇▇-▇▇▇-▇▇▇▇ FaxFacsimile: N/A ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇_▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ If to the Advisor, at Wellington Management Company LLP ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇. Boston▇▇▇▇▇▇, MA 02210 ▇▇ ▇▇▇▇▇ Attention: Legal and Compliance Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ The parties consent Trust consents to electronic delivery of any reports or other information that may be requested by a party the Trust or required to be delivered by the Advisor under this Agreement, or pursuant to Applicable Lawapplicable law, rule or regulation, including delivery of Part 2 of the Advisor’s 's ADV and any updates thereto. Each party , 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 at any timeAdvisor. 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 11, 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.. DocuSign Envelope ID: DB177F70-58AB-4DE2-9438-F9B779FC74D5
Appears in 1 contract
Sources: Investment Advisory Agreement (Vanguard Whitehall Funds)
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 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; 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 FundFund ; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund, on thirty sixty days’ ' written notice to the AdvisorAdviser, (ii) this Agreement will automatically terminate in the event of its assignment, and (iii) this Agreement may be terminated by the Advisor Adviser on ninety days’ ' written notice to the Fund. Any notice under this Agreement will be given in writing, addressed and is deemed delivered, or mailed postpaid, to have been provided upon receipt of the same at their respective addresses set forth below. All written notices required or permitted to be given under this Agreement will be delivered by personal service, by postage mail return receipt requested or by facsimile machine, e-mail or a similar means of same delivery which provides evidence of receipt (with a confirming copy by mail other party as set forth herein). follows: If to the Fund, at at: Vanguard International Dividend Growth Fund Variable Insurance Funds -International Portfolio P.O. Box 2600 Valley Forge, PA 19482 AttentionAt▇▇▇▇▇▇▇: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, LOKR Telephone: ▇ ▇▇▇-▇▇▇-▇▇▇▇ Fax: N/A Email: ▇▇▇ephone: 610-669-5846 Facsimile: 610-503-5855 ▇▇ ▇▇_▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇ ▇▇▇ If to the Advisor▇▇viser, at Wellington Management Company LLP at: ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇. Boston, MA 02210 Attention: Legal and Compliance Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ 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, 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, 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 at any time. This Agreement ent 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 FundFund of the Trust. As used in this Section 1110, 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.
Appears in 1 contract
Sources: Investment Advisory Agreement (Vanguard Variable Insurance Fund)
Duration; Termination; Notices; Amendment. This Agreement will become effective on the date hereof and will continue in effect for a period of two years thereafter and shall continue in effect for successive twelve-month periods thereafter, only so long as each such continuance specifically is approved at least annually by the Board of Trustees, including a majority of those Trustees who are not parties to such Agreement or interested persons of any such party, cast at a meeting called for the purpose of voting on such approval; such . 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. Any notice under this Agreement will be given in writing, and is deemed to have been provided upon receipt of the same at their respective addresses set forth below. All written notices required or permitted to be given under this Agreement will be delivered by personal service, by postage mail return receipt requested or by facsimile machine, e-mail or a similar means of same delivery which provides evidence of receipt (with a confirming copy by mail as set forth herein). If to the Fund, at at: Vanguard International Dividend Growth Explorer Fund P.O. Box 2600 Valley Forge, PA 19482 Attention: ▇▇Da▇▇▇▇ ▇▇▇▇▇, LOKR V11 Telephone: ▇▇61▇-▇▇▇-▇▇▇▇ FaxFacsimile: N/A 61▇-▇▇▇-▇▇▇▇ Email: da▇▇▇▇▇▇_.▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ If to the Advisor, at at: Wellington Management Company LLP ▇▇28▇ ▇▇▇▇▇▇▇▇ ▇▇. Boston, MA 02210 Attention: Legal and Compliance Telephone: Facsimile: ▇▇61▇-▇▇▇-▇▇▇▇ Email: ▇▇va▇▇▇▇▇▇_▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ The parties consent Trust consents to electronic delivery of any reports or other information that may be requested by a party the Trust or required to be delivered by the Advisor under this Agreement, or pursuant to Applicable Lawapplicable law, rule or regulation, including delivery of Part 2 of the Advisor’s ADV and any updates thereto. Each party , 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 at any timeAdvisor. 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 11, 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.
Appears in 1 contract
Sources: Investment Advisory Agreement (Vanguard Whitehall Funds)
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 OCTOBER 1, 2004 and shall continue in effect for successive twelve-month periods thereafterperiods, only so long as each such continuance specifically 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; 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 of the Trust or by vote of a majority of the outstanding voting securities of the Fund, on thirty days’ ' written notice to the Advisor, (ii) this Agreement will automatically terminate in the event of its assignment, and (iii) this Agreement may be terminated by the Advisor on ninety days’ ' written notice to the Fund. Any notice under this Agreement will be given in writing, addressed and is deemed delivered, or mailed postpaid, to have been provided upon receipt of the same at their respective addresses set forth below. All written notices required or permitted to be given under this Agreement will be delivered by personal service, by postage mail return receipt requested or by facsimile machine, e-mail or a similar means of same delivery which provides evidence of receipt (with a confirming copy by mail other party as set forth herein). follows: If to the Fund, at at: Vanguard International Dividend Growth Chester Funds - Vanguard PRIMECAP Fund P.O. Box 2600 Valley Forge, PA 19482 AttentionAt▇▇▇▇▇▇▇: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇ ▇▇ the Advisor, at: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇gement Company 225 South Lake Avenue, LOKR Telephone: ▇▇▇-▇▇▇-▇Su▇▇▇ Fax: N/A Email: ▇▇▇▇▇▇_▇▇▇▇▇@▇ Pasadena, CA 91101 ▇▇▇▇▇▇▇▇.▇▇▇ If to the Advisor, at Wellington Management Company LLP ▇▇▇ ▇▇▇▇: ▇▇▇▇ ▇▇. Boston, MA 02210 Attention: Legal and Compliance Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇t may be amended by mutua▇ ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇., ▇▇▇ 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, 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, 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 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 FundFund of the Trust. As used in this Section 119, 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.
Appears in 1 contract
Sources: Investment Advisory Agreement (Vanguard Chester Funds)
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 each such continuance specifically is approved at least annually by the Board of Trustees, including a majority of those Trustees who are not parties to such Agreement or interested persons of any such party, cast at a meeting called for the purpose of voting on such approval; such meeting shall be in person as required under Section 15(c) of the 1940 Act unless the Board of Trustees trustees otherwise complies with the terms of applicable laws, regulations, or an order or other guidance issued by the Securities and Exchange Commission SEC granting an exemption from the in-person meeting requirement (“In-Person Exemptive Order”)requirement. In addition, the question of continuance of the this 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. Any notice under this Agreement will be given in writing, writing and is deemed to have been provided upon receipt of the same at their respective addresses set forth below. All written notices required or permitted to be given under this Agreement will be delivered by personal service, by postage mail return receipt requested or by facsimile machine, e-mail or a similar means of same delivery which provides evidence of receipt (with a confirming copy by mail as set forth herein). If to the Fund, at at: Vanguard International Dividend Growth and Income Fund P.O. Box 2600 Valley Forge, PA 19482 Attention: ▇▇▇▇▇▇ ▇▇▇▇▇, LOKR Telephone: ▇▇▇-▇▇▇-▇▇▇▇ FaxFacsimile: N/A Email: ▇▇▇▇▇▇_▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ If to the Advisor, at Wellington at: Los Angeles Capital Management Company LLP LLC ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇., Suite 200 Los Angeles, CA 90025 Attention: CEO and General Counsel Telephone: ▇▇▇-▇▇▇-▇▇▇▇ ▇▇. Boston, MA 02210 Attention: Legal and Compliance Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇_@▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ The parties consent to electronic delivery of any reports or other information that may be requested by a party part or required to be delivered by the Advisor under this Agreement, or pursuant to Applicable Law, rule or regulation, including delivery of Part 2 of the Advisor’s Form ADV and any updates thereto. Each party represents that it has the means to, and will access, such disclosures reports or other information in electronic format. The Advisor shall provide the Trust with hard copies of any such disclosures upon request. The Trust may revoke this its consent to electronic delivery 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 Orderpermitted) 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 11, 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.
Appears in 1 contract
Sources: Investment Advisory Agreement (Vanguard Quantitative Funds)
Duration; Termination; Notices; Amendment. This Agreement will become effective on the date hereof and will continue in effect for a period of two years thereafter and shall continue in effect for successive twelve-month periods thereafter, only so long as each such continuance specifically is approved at least annually by the Board of Trustees, including a majority of those Trustees who are not parties to such Agreement or interested persons of any such party, cast at a meeting called for the purpose of voting on such approval; such meeting shall be in person as required under Section 15(c) of the 1940 Act unless the Board of Trustees otherwise complies with the terms of an order or other guidance issued by the Securities and Exchange Commission granting an exemption from the in-person meeting requirement (“"In-Person Exemptive Order”"). In addition, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund, on thirty days’ ' written notice to the Advisor, (ii) this Agreement will automatically terminate in the event of its assignment, and (iii) this Agreement may be terminated by the Advisor on ninety days’ ' written notice to the Fund. Any notice under this Agreement will be given in writing, and is deemed to have been provided upon receipt of the same at their respective addresses set forth below. All written notices required or permitted to be given under this Agreement will be delivered by personal service, by postage mail return receipt requested or by facsimile machine, e-mail or a similar means of same delivery which provides evidence of receipt (with a confirming copy by mail as set forth herein). If to the Fund, at Vanguard International Dividend Growth and Income Fund P.O. Box 2600 Valley Forge, PA 19482 Attention: ▇▇▇▇▇▇ ▇▇▇▇▇, LOKR Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Fax: N/A Email: ▇▇▇▇▇▇_▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ If to the Advisor, at Wellington Management Company LLP ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇. Boston, MA 02210 Attention: Legal and Compliance Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@Vanguard_WellingtonRelationshipTeam@ ▇▇▇▇▇▇▇▇▇▇.▇▇▇ 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, rule or regulation, including delivery of Part 2 of the Advisor’s 's ADV and any updates thereto. Each party 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 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 11, the terms “"assignment,” “" "interested persons,” " and “"vote of a majority of the outstanding voting securities” " have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.
Appears in 1 contract
Sources: Investment Advisory Agreement (Vanguard Quantitative Funds)
Duration; Termination; Notices; Amendment. This Agreement will become effective on as of the date hereof 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 at a meeting called for the purpose of voting on such approval; such . 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 of the Trust or by vote of a majority of the outstanding voting securities of the Fund, on thirty sixty days’ written notice to the AdvisorSub-Adviser, (ii) this Agreement will automatically terminate in the event of its assignment, and (iii) this Agreement may be terminated by the Advisor Adviser on ninety sixty days’ written notice to the FundSub-Adviser and (iv) this Agreement may be terminated by the Sub-Adviser on sixty days’ written notice to the Trust and the Adviser. Any notice under this Agreement will be given in writing, and is deemed to have been provided upon receipt of the same at their respective addresses set forth below. All written notices required or permitted to be given under this Agreement will be delivered by personal service, by postage mail return receipt requested or by facsimile machine, e-mail or a similar means of same delivery which provides evidence of receipt (with a confirming copy by mail as set forth herein). If to the Fund, at at: Vanguard Whitehall Funds Vanguard International Dividend Growth Explorer Fund P.O. Box 2600 Valley Forge, PA 19482 Attention: ▇▇Da▇▇▇▇ ▇▇▇▇▇, LOKR Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Fax: N/A V11 Email: da▇▇▇▇▇▇_.▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ If to the AdvisorAdviser, at Wellington Management Company LLP ▇▇▇ ▇▇at: Sc▇▇▇▇▇▇ ▇▇. Bostonnvestment Management North America Inc. 7 Bryant Park 19th Floor New York, MA 02210 NY 10018-3706 Attention: Legal and Compliance Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Department Email: US▇▇▇▇▇▇▇▇_@▇▇▇▇▇▇▇▇▇.▇▇▇ If to the Sub-Adviser, at: Sc▇▇▇▇▇▇ ▇▇▇▇▇▇▇nvestment Management North America Limited One London Wall Place London, U.K. EC2Y 5AU Attention: Legal Department Email: US▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ 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 Lawapplicable law, rule or regulation, including delivery of Part 2 of the AdvisorSub-Adviser’s ADV and any updates thereto. Each party represents , and the parties represent that it has they have the means to, and will access, such disclosures in electronic format. The Advisor parties shall provide the Trust with hard copies of any such disclosures upon request. The Trust Each party may revoke this consent upon written notice to the Advisor at any timeother party. This Agreement may be amended by mutual consentconsent of the parties hereto, 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 FundFund or the Trust. As used in this Section 1110, 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.
Appears in 1 contract
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 each such continuance specifically is approved at least annually by the Board of Trustees, including a majority of those Trustees who are not parties to such Agreement or interested persons of any such party, cast at a meeting called for the purpose of voting on such approval; such meeting shall be in person as required under Section 15(c) of the 1940 Act unless the Board of Trustees otherwise complies with the terms of an order or other guidance issued by the Securities and Exchange Commission granting an exemption from the in-person meeting requirement (“In-Person Exemptive Order”)in-- . 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 en 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. day Any notice under this Agreement will be given in writing, writing and is deemed to have been provided upon receipt of the same at their respective addresses set forth below. All written notices required or permitted to be given under this Agreement will be delivered by personal service, by postage mail return receipt requested or by facsimile machine, e-mail or a similar means of same delivery which provides evidence of receipt (with a confirming copy by mail as set forth herein). If to the Fund, at at: Vanguard International Dividend Growth Explorer Value Fund P.O. Box 2600 Valley Forge, PA 19482 Attention: 400 Devon ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, LOKR Telephone: ▇▇ ▇▇-▇▇▇-▇▇▇▇ Fax: N/A Email: ▇▇▇▇▇▇_▇▇n: Daniel Re▇▇▇ ▇▇▇▇▇▇▇▇e: 610-503-6▇▇▇ ▇▇▇▇▇▇▇▇e: 610-503-5▇▇▇ ▇▇▇▇▇: daniel.re▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ If to the ▇▇ ▇▇ ▇he Advisor, at Wellington Management Company LLP at: Ariel Investments, LLC 200 East ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ 2900 Chicago, Illinois 60601 Attention: Patrice S▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇. Boston, MA 02210 Attentionne: Legal and Compliance Facsimile: ▇▇▇312-▇▇▇726-▇0▇▇▇ Email: ▇▇▇▇▇▇▇le: 312-726-7▇_▇▇ ▇▇▇▇▇: pscelzo@a▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ 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, 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, 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 at any time. This Agreement ▇▇▇▇ ▇▇reement 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 11, the terms “assignment,” “interested persons,” and “vote of a majority of the outstanding voting securities” have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.
Appears in 1 contract
Sources: Investment Advisory Agreement (Vanguard Scottsdale Funds)