Duration; Termination; Notices; Amendment Clause Samples

Duration; Termination; Notices; Amendment. Unless sooner terminated as provided herein, this Agreement shall continue in effect for so long as the SunAmerica Advisory Agreement remains in effect. Notwithstanding the foregoing, this 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 at any time, without payment of any penalty, (1) upon 60 days’ written notice to SIMNA; or (2) upon material breach by ▇▇▇▇▇ 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 in the event of its assignment (as defined in the 1940 Act) or upon the termination of the SunAmerica Advisory Agreement. Any notice under this Agreement will be given in writing, addressed and delivered, or mailed postpaid, to the other party as follows: If to SIMNA, at: ▇▇▇▇▇▇▇▇ Investment Management North America Inc. ▇ ▇▇▇▇▇▇ ▇▇▇▇ 19th Floor New York, NY 10018-3706 Attention: Legal Department Telephone: ▇▇▇-▇▇▇-▇▇▇▇ If to SIMNA Limited, at: ▇▇▇▇▇▇▇▇ Investment Management North America Limited ▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ London, U.K. EC2Y 5AU Attention: Legal Department Telephone: ▇▇▇ ▇▇▇▇ ▇▇▇▇ This Agreement may be amended by mutual consent of the parties hereto.

Duration; Termination; Notices; Amendment. Unless sooner terminated as provided herein, this Agreement shall continue in effect for so long as the Park Avenue Advisory Agreement remains in effect. This Agreement may be terminated by the Trust (by a vote of the Board of Trustees of the Trust or by a vote of a majority of the outstanding voting securities of the applicable 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, this 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 at any time, without payment of any penalty, (1) upon 60 days’ written notice to SIMNA; or (2) upon material breach by ▇▇▇▇▇ 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 in the event of its assignment (as defined in the 1940 Act) or upon the termination of the Park Avenue Advisory Agreement. Any notice under this Agreement will be given in writing, addressed and delivered, or mailed postpaid, to the other party as follows: If to SIMNA, at: ▇▇▇▇▇▇▇▇ 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 ▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, London , U.K. EC2Y 7AU Attention: Legal Department This Agreement may be amended by mutual consent of the parties hereto.

Duration; Termination; Notices; Amendment. This Agreement will become effective on the date hereof and will continue in effect for successive twelve-month periods, 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 affected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund, on 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 Horizon Funds - Vanguard Global Equity Fund P.O. Box 2600 ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: Joseph P. Brennan ▇▇▇▇▇▇▇▇▇: 610-503-2042 ▇▇▇▇▇▇▇▇▇: 610-503-5855 ▇▇ ▇▇ ▇▇▇ Advisor, at: Acadian Asset Management LLC One Post Office Square ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: Churchill G. Franklin ▇▇▇▇▇▇▇▇▇: 617-946-3500 ▇▇▇▇▇▇▇▇▇: 617-946-3501 This Agreement may be amended by mutual consent, but the consent of the Trust must be approved (i) by a majority of those members of the Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such amendment, and (ii) to the extent required by the 1940 Act, by a vote of a majority of the outstanding voting securities of the Fund of the Trust. As used in this Section 9, the terms "assignment," "interested persons," and "vote of a majority of the outstanding voting securities" will have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.

Duration; Termination; Notices; Amendment. Unless sooner terminated as provided herein, this Agreement shall continue in effect for so long as the Principal Advisory Agreement remains in effect. Notwithstanding the foregoing, this Agreement may also be terminated, without the payment of any penalty, by TRPA (i) upon 60 days' written notice to TRPIM; or (ii) upon material breach by TRPIM 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. TRPIM may terminate this Agreement, without payment of any penalty, (1) upon 60 days' written notice to TRPA; or (2) upon material breach by TRPA 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 in the event of its assignment (as defined in the ▇▇▇▇ ▇▇▇) or upon the termination of the Principal Advisory Agreement. Any notice under this Agreement will be given in writing, addressed and delivered, or mailed postpaid, to the other party as follows: If to TRPA, at: ▇. ▇▇▇▇ Price Associates, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Legal Subadvised If to TRPIM, at: ▇. ▇▇▇▇ Price Investment Management, Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Baltimore, Maryland 21202 Attention: Legal Subadvised This Agreement may be amended by mutual consent of the parties hereto upon prior approval by the Board of Trustees of the Trusts.

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 votes of the Trust's Board of Trustees who are not parties to such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. In addition, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund, on 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 World Funds - Vanguard U.S. Growth Fund P.O. Box 2600 Valley Forge, PA 19482 At▇▇▇▇▇▇▇: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ne: 610-669-6303 ▇▇▇▇▇▇▇▇▇: ▇▇0-503-5855 ▇▇ ▇▇ ▇▇▇ ▇▇visor, at: W▇▇▇▇▇▇ ▇▇▇▇▇ & Company, LLC 222 West Adams Street ▇hicago, Illinois 60606 ▇▇▇▇▇▇▇▇▇: Michelle Seitz Telephone: 312-364-8129 ▇▇▇▇▇▇▇▇▇: ▇▇2-577-0795 W▇▇▇ ▇ ▇▇▇▇ ▇o: William ▇▇▇▇▇ & ▇▇▇▇any, LLC 222 West Adams Street ▇hicago, Illinois 60606 ▇▇▇▇▇▇▇▇▇: General Counsel Telephone: 312-236-1600 Facsimile: 312-551-4646 This Agreement ▇▇▇ ▇▇ ▇▇▇▇ded by mutual 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 Fund of the Trust. As used in this Section 9, the terms "assignment," "interested persons," and "vote of a majority of the outstanding voting securities" will have the respective meanings set forth in Section 2(a)...

Duration; Termination; Notices; Amendment. This Agreement will become effective on the date hereof and will continue in effect for a period of three 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 votes of the Trust's Board of Trustees who are not parties to such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. In addition, the question of continuance of the Agreement may be presented to the shareholders of the Portfolio; 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 Portfolio. 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 Portfolio, on thirty days' written notice to the Adviser, (ii) this Agreement will automatically terminate in the event of its assignment, and (iii) this Agreement may be terminated by the Adviser on ninety days' written notice to the Portfolio. 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 Portfolio, at: Vanguard Variable Insurance Funds - Vanguard International Growth Fund P.O. Box 2600 Valley Forge, PA 19482 Attention: Jeffrey S. Molitor ▇▇▇▇▇▇▇▇▇: ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇: 610-503-5855 ▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇r, at: Bail▇▇▇ ▇▇▇▇▇▇▇ Overseas Ltd ▇ ▇▇▇▇▇▇▇ ▇▇urt Edinburgh, Scotland Un▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇3 8EY Attentio▇: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇4 131 222 44▇▇ ▇▇▇▇ Agreement m▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇y 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 Portfolio of the Trust. As used in this Section 9, the terms "assignment," "interested persons," and "vote of a majority of the outstanding voting securities" will have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.

Duration; Termination; Notices; Amendment. Unless sooner terminated as provided herein, this Agreement shall continue in effect for so long as the Principal Advisory Agreement remains in effect. Notwithstanding the foregoing, this Agreement may also be terminated, without the payment of any penalty, by DIFA (i) upon 60 days' written notice to MFMHK; or (ii) upon material breach by MFMHK 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. MFMHK may terminate this Agreement, without payment of any penalty, (1) upon 60 days' written notice to DIFA; or (2) upon material breach by DIFA 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 in the event of its assignment (as defined in the 1▇▇▇ ▇▇▇) or upon the termination of the Principal Advisory Agreement. Any notice under this Agreement will be given in writing, addressed and delivered, or mailed postpaid, to the other party as follows: If to DIFA, at: Head of Client Group, MIM Americas 6▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ With a copy to: General Counsel at the same address If to MFMHK, at: MIM Institutional Client Services L▇▇▇▇ ▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Sydney NSW Australia 2000 With a copy to: Head of Legal - MIM at the same address This Agreement may be amended by mutual consent of the parties hereto upon prior approval by the Board of Trustees of the Trusts.

Duration; Termination; Notices; Amendment. Unless sooner terminated as provided herein, this Agreement shall continue in effect for so long as the Investment Sub-Advisory Agreement remains in effect. Notwithstanding the foregoing, this 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 at any time, without payment of any penalty, (1) upon 60 days' written notice to SIMNA; or

Duration; Termination; Notices; Amendment. This Agreement will become effective on the date hereof and shall continue in effect for successive twelve-month periods, 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.