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

Duration; Termination; Notices; Amendment. This Agreement will become effective on the Effective Date 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 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. 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 country-regionplaceU.S. Growth Fund P.O. Box 2600 ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: Joseph P. Brennan ▇▇▇▇▇▇▇▇▇: ▇10-503-2042 ▇▇▇▇▇▇▇▇▇: 610-503-5855 ▇▇ ▇▇ ▇▇▇ ▇dvisor, at: William Blair & Company, LL▇ 222 West Adams Street ▇▇▇▇▇▇▇, Illinois 60606 Attention: Michelle Seitz ▇▇▇▇▇▇▇▇▇: 312-364-8129 ▇▇▇▇▇▇▇▇▇: ▇12-577-0795 ▇▇▇▇ ▇ ▇▇▇▇ to: William Blair & Company, LL▇ 222 West Adams Street ▇▇▇▇▇▇▇, Illinois 60606 Attention: General Counsel Telephone: 312-236-1600 ▇▇▇▇▇▇▇▇▇: ▇12-551-4646 This Agreemen▇ ▇▇▇ ▇▇ ▇▇▇nded by mutual consent, but the consent of the Trust must be approved (i) by a majority of those members of the Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such amendment, and (ii) to the extent required by the 1940 Act, by a vote of a majority of the outstanding voting securities of the Fund. As used in this Section 10, the terms "assignment," "interested persons," and "vote of a majority of the outstanding voting securities" will have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.

Duration; Termination; Notices; Amendment. This Agreement will become effective on the Effective Date 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 this Agreement is approved at least annually by votes of the Trust's Board of Trustees, including a majority of those Trustees who are not parties to such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. In addition, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund, on thirty days' written notice to the Advisor, (ii) this Agreement will automatically terminate in the event of its assignment, and (iii) this Agreement may be terminated by the Advisor on ninety days' written notice to the Fund. Any notice under this Agreement will be given in writing, addressed and delivered, or mailed postpaid, to the other party as follows: If to the Fund, at: Vanguard country-regionplaceU.S. World Funds - Vanguard U.S. Growth Fund P.O. Box 2600 Valley Forge, PA 19482 At▇▇▇▇▇▇▇: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ne: Joseph P. Brennan 610-669-6303 ▇▇▇▇▇▇▇▇▇: ▇10-503-2042 ▇▇▇▇▇▇▇▇▇: 6100-503-5855 ▇▇ ▇▇ ▇▇▇ ▇dvisor▇visor, at: William Blair W▇▇▇▇▇▇ ▇▇▇▇▇ & Company, LL▇ LLC 222 West Adams Street ▇▇▇▇▇▇▇hicago, Illinois 60606 Attention: Michelle Seitz ▇▇▇▇▇▇▇▇▇: Michelle Seitz Telephone: 312-364-8129 ▇▇▇▇▇▇▇▇▇: ▇12▇2-577-0795 ▇W▇▇▇ ▇ ▇▇▇▇ to▇o: William Blair ▇▇▇▇▇ & Company▇▇▇▇any, LL▇ LLC 222 West Adams Street ▇hicago, Illinois 60606 ▇▇▇▇▇▇▇, Illinois 60606 Attention▇▇: General Counsel Telephone: 312-236-1600 ▇▇▇▇▇▇▇▇▇Facsimile: ▇12312-551-4646 This Agreemen▇ Agreement ▇▇▇ ▇▇ ▇▇▇nded ▇ded by mutual consent, but the consent b▇▇ ▇▇▇ ▇▇▇▇▇nt of the Trust must be approved (i) by a majority of those members of the Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such amendment, and (ii) to the extent required by the 1940 Act, by a vote of a majority of the outstanding voting securities of the FundFund of the Trust. As used in this Section 109, the terms "assignment," "interested persons," and "vote of a majority of the outstanding voting securities" will have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.

Duration; Termination; Notices; Amendment. This Agreement will become effective on the Effective Date 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 this Agreement is approved at least annually by votes of the Trust's Board of Trustees, including a majority of those Trustees who are not parties to such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. In addition, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund, on thirty days' written notice to the Advisor, (ii) this Agreement will automatically terminate in the event of its assignment, and (iii) this Agreement may be terminated by the Advisor on ninety days' written notice to the Fund. Any notice under this Agreement will be given in writing, addressed and delivered, or mailed postpaid, to the other party as follows: If to the Fund, at: Vanguard countryMid-regionplaceU.S. Cap Growth Fund P.O. Box 2600 ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: Joseph P. Brennan ▇▇▇▇▇▇▇▇▇: ▇10-503-2042 ▇▇▇▇▇▇▇▇▇: 610-503-5855 ▇▇ ▇▇ ▇▇▇ ▇dvisor, at: William Blair & Company, LL▇ L.▇.▇. 222 West Adams Adam Street ▇▇▇▇▇▇▇, Illinois 60606 Attention: Michelle Seitz ▇▇▇▇▇▇▇▇▇: 312▇12-364-8129 ▇▇▇▇▇▇▇▇▇: ▇12-577-0795 ▇▇▇▇ ▇ ▇▇▇▇ to: William Blair & Company, LL▇ L.▇.▇. 222 West Adams Adam Street ▇▇▇▇▇▇▇, Illinois 60606 Attention: General Counsel Telephone: 312-236-1600 ▇▇▇▇▇▇▇▇▇: ▇12-551-4646 This Agreemen▇ ▇▇▇ ▇▇ ▇▇▇nded by mutual consent, but the consent of the Trust must be approved (i) by a majority of those members of the Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such amendment, and (ii) to the extent required by the 1940 Act, by a vote of a majority of the outstanding voting securities of the FundFund of the Trust. As used in this Section 10, the terms "assignment," "interested persons," and "vote of a majority of the outstanding voting securities" will have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.

Duration; Termination; Notices; Amendment. This Agreement will become effective on the Effective Date date hereof and will continue in effect for a period of two three years thereafter, and shall continue in effect for successive twelve-month periods thereafter, 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. In addition, the question of continuance of the Agreement may be presented to the shareholders of the FundPortfolio; 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 FundPortfolio. 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 FundPortfolio, 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 FundPortfolio. 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 FundPortfolio, at: Vanguard country-regionplaceU.S. Variable Insurance Funds - Growth Fund Portfolio P.O. Box 2600 ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: Joseph P. Brennan Jeffrey S. Molitor ▇▇▇▇▇▇▇▇▇: ▇10610-503669-2042 6303 ▇▇▇▇▇▇▇▇▇: 610-503-5855 ▇▇ ▇▇ ▇▇▇ ▇dvisorAdvisor, at: William Blair & Company, LLL▇▇ 222 West Adams Street ▇▇▇▇▇▇▇, Illinois 60606 Attention: Michelle Seitz ▇▇▇▇▇▇▇▇▇: 312-364-8129 ▇▇▇▇▇▇▇▇▇: ▇12312-577-0795 ▇▇▇▇ ▇ ▇▇▇▇ y to: William Blair & Company, LLL▇▇ 222 West Adams Street ▇▇▇▇▇▇▇, Illinois 60606 Attention: General Counsel Telephone: 312-236-1600 ▇▇▇▇▇▇▇▇▇: ▇12312-551-4646 This AgreemenAgreem▇▇▇ ▇▇▇ ▇▇ ▇▇▇nded mended by mutual consent, but the consent of the Trust must be approved (i) by a majority of those members of the Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such amendment, and (ii) to the extent required by the 1940 Act, by a vote of a majority of the outstanding voting securities of the FundPortfolio of the Trust. As used in this Section 109, 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.