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

Duration; Termination; Notices; Amendment. This Agreement will become effective on the date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafter, only so long as this Agreement is approved at least annually by 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 Selected Value Fund X.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 If to the Advisor, at: Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx Telephone: 000-000-0000 Facsimile: This Agreement may be amended by mutual consent, but the consent of the Trust must be approved (i) by a majority of those members of the Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such amendment, and (ii) to the extent required by the 1940 Act, by a vote of a majority of the outstanding voting securities of the Fund 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 date hereof and will continue in effect for a period of two years one year 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 Selected Value Precious Metals and Mining Fund X.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000 Attention: Xxxxxx X. Xxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 If to the Advisor, at: Xxxxxx Xxxxx & Co. Inc. 000 M&G Investment Management Limited Xxxxxxxx Xxxxxxxx Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx XxxxXxxxxx, XX 00000 XX0X OHH, England Attention: Xxxxxx X. Xxxxx Xxxxxxxx Xxxx Telephone: 000-000-000 0000 0000 Facsimile: 020 7548 3008 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 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 date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafterperiods, only so long as this Agreement is approved at least annually by votes of the Trust's ’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 Selected Value Windsor II Fund X.X. P.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000 Attention: Xxxxxx Jxxxxx X. Xxxxxxx Telephone: 000600-000-0000 Facsimile: 000600-000-0000 If to the Advisor, at: Barrow, Hanley, Mxxxxxxxx & Sxxxxxx, Inc. JPMorgan Chase Tower 2000 Xxxx Xxxxxx, 31st Floor Dallas, TX 75201 Attn: Jxxxx X. Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 AttentionPhone: Xxxxxx X. Xxxxx Telephone: 000200-000-0000 FacsimileFax: 200-000-0000 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 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 date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafterperiods, only so long as this Agreement is approved at least annually by votes of the Trust's ’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 Selected Value Fund X.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 If to the Advisor, at: Barrow, Hanley, Xxxxxxxxx & Xxxxxxx, Inc. JPMorgan Chase Tower 0000 Xxxx Xxxxxx, 31st Floor Dallas, TX 75201 Attn: Xxxxx X. Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx TelephonePhone: 000-000-0000 FacsimileFax: 000-000-0000 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 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 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 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 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 delivered, or mailed postpaid, to the other party as follows: If to the Fund, at: Vanguard Selected Value World Funds - Vanguard International Growth Fund X.X. Xxx 0000 Xxxxxx XxxxxP.O. Box 2600 Valley Forge, XX 00000 AttentionPA 19482 Axxxxxxxx: Xxxxxx Xxxxxxx TelephoneX. Xxxxxxx Xxxxxxone: 000610-000669-0000 Facsimile6303 Xxxxxxxxx: 000010-000503-0000 If to the Advisor5855 Xx xx xxx Xdviser, at: Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx XxxxXxxxxxx Xxxxord Overseas Ltd 1 Rutland Court Xxxxxxxxh, XX 00000 AttentionScotland Unxxxx Xxxxxxx XX0 0XX Xxxxxxxxx: Xxxxxx X. Xxxxx TelephoneXxxxxxxx Xxxxxxxxx: 000-000-0000 Facsimile44 131 222 4000 Xxxxxxxxx: This Agreement may 44 131 222 4496 Thix Xxxxxxxxx xay 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 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 date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafterperiods, only so long as this Agreement is approved at least annually by votes of the Trust's ’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 Selected Value Health Care Fund X.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 If to the Advisor, at: Wellington Management Company, LLP75 Xxxxx Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx XxxxXxxxxx, XX 00000 Attention: Xxxxxx X. Xxxx Xxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 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 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 date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafterperiods, only so long as this Agreement is approved at least annually by votes of the Trust's members of the Board of Trustees of the Trust 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 Selected Value Wellesley Income Fund X.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 If to the Advisor, at: Wellington Management Company, LLP 00 Xxxxx Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx XxxxXxxxxx, XX 00000 Attention: Xxxxxx X. Xxxx Xxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 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 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 and the terms and conditions herein shall become effective on the date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafterperiods, only so long as this Agreement each such continuance specifically is approved at least annually by votes of the Trust's Board of Trustees, including a majority of those Trustees who are not parties to such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. In addition, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund, on thirty sixty 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 Selected Value Variable Insurance Fund X.X. Xxx 0000 Xxxxxx XxxxxSmall Company Growth Portfolio P.O. Box 2600 Valley Forge, XX 00000 AttentionXxxxxxxxx: Xxxxxx Xxxxxxx TelephoneX. Bxxxxxx Xxxxxxxxx: 000-000-0000 FacsimileXxcsimile: 000610-000-0000 If to the Xx xx xxx Advisor, at: Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx XxxxGranahan Investment Managemxxx, XX 00000 Xxx. 275 Wyman Street, Suite 270 Xxxxxxx, MA 02451 Attention: Xxxxxx X. Xxxxx TelephoneJohn J. Granahan Xxxxxxxxx: 000781-000890-0000 Facsimile4412 Xxxxxxxxx: This Agreement 781-890-6427 Thix Xxxxxxxxx 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 TrustFund. 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 date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafterperiods, only so long as this Agreement each such continuance specifically is approved at least annually by votes of the Trust's Board of Trustees, including a majority of those Trustees who are not parties to such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. In addition, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund, on 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 Selected Value Convertible Securities Fund X.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000 Attention: Xxxxxx Xxxx X. Xxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 If to the Advisor, at: Xxxxxx Oaktree Capital Management, L.P. 000 Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx XxxxXxxxxxx, XX 00000 Attention: Xxxxxx X. Xxxxx Xxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 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 TrustFund. 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 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 thereafter, only so long as this Agreement each such successive continuance is approved at least annually by votes of the Trust's Board of Trustees who are not parties to such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. In addition, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund, on 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, addressed and delivered, or mailed postpaid, to the other party as follows: If to the Fund, at: Vanguard Selected Value World Funds - Vanguard International Growth Fund X.X. Xxx 0000 Xxxxxx XxxxxP.O. Box 2600 Valley Forge, XX 00000 PA 19482 Attention: Xxxxxx Xxxxxxx TelephonePortfolio Review Gxxxx Xxxxxxxxx: 000-000-0000 FacsimileXxxxxxxle: 610-503-5855 If to the Adviser, at: Schrxxxx Xxxxxxxent Managemenx Xxxxx Xxxxica Inc. 875 Third Avenue 00xx Xxxor New York, New York 10022 Attention: Fraxxxx Xxxxx Xxxxxxxxx: 000-000-0000 If to the Advisor, at: Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx TelephoneXxxxxxxxx: 000-000001-0000 Facsimile: This Agreement may be amended by mutual consent3985 If tx xxx Xxx-Xxxiser, 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 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.at:

Duration; Termination; Notices; Amendment. This Agreement will become effective on the date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafterperiods, only so long as this Agreement each such continuance specifically is approved at least annually by votes of the Trust's Board of Trustees, including a majority of those Trustees who are not parties to such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. In addition, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund, on 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 Selected Value Convertible Securities Fund X.X. Xxx 0000 Xxxxxx XxxxxP.O. Box 2600 Valley Forge, XX 00000 PA 19482 Attention: Xxxxxx Joseph P. Xxxxxxx TelephoneXxxxxxxxx: 000-000-0000 0042 Facsimile: 000-000-0000 If Xf to the AdvisorAdvxxxx, atxx: Xxxxxx Xxktree Capitax Xxxxxxxxxx, LLC 333 South Grand Avenue, 28th Floor Los Angeles, CA 00000 Xxxxxxxxx: Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx TelephoneXxxxxxxxx: 000-000-0000 FacsimileXxxsimile: This Agreement 213-000-0000 Xxxx Xgreement may be amended xx xxxxxxx by mutual consentcoxxxxx, but the xxx xhe consent of the Trust must be approved (i) by a majority of those members of the Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such amendment, and (ii) to the extent required by the 1940 Act, by a vote of a majority of the outstanding voting securities of the Fund of the TrustFund. As used in this Section 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 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 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 Selected Value Horizon Funds - Vanguard Global Equity Fund X.X. Xxx 0000 P.O. Box 2600 Xxxxxx Xxxxx, XX 00000 AttentionXxxxxxxxx: Xxxxxx Xxxxxxx TelephoneJeffrey S. Molitor Xxxxxxxxx: 000010-000669-0000 Facsimile6303 Xxxxxxxxx: 000610-000503-0000 If to the Advisor5855 Xx xx xxx Xdvisor, at: Xxxxxx Xxxxx & Co. Acadian Asset Management, Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx XxxxTen Post Office Square Xxxxxx, XX 00000 AttentionXxxxxxxxx: Xxxxxx X. Xxxxx TelephoneXhurchill G. Franklin Txxxxxxxx: 000017-000946-0000 Facsimile3500 Xxxxxxxxx: 017-946-3501 This Agreement may be amended Agreemexx xxx xx xxended 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 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 date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafter, only so long as this Agreement each such continuance specifically is approved at least annually by 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 Selected Value Variable Insurance Fund X.X. Growth Portfolio P.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx Cxxxx X. XxXxxxx Telephone: 000600-000-0000 Facsimile: 000600-000-0000 If to the Advisor, at: Wellington Management Company, LLP 70 Xxxxx Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx XxxxXxxxxx, XX 00000 Attention: Xxxxxx X. Xxxxx Legal and Compliance Telephone: 000Facsimile: 600-000-0000 Facsimile: This Agreement may be amended by mutual consent, but the consent of the Trust must be approved (i) by a majority of those members of the Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such amendment, and (ii) to the extent required by the 1940 Act, by a vote of a majority of the outstanding voting securities of the Fund of the TrustFund. 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 date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafterperiods, only so long as this Agreement is approved at least annually by votes of the Trust's ’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 Selected Value High-Yield Corporate Fund X.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 If to the Advisor, at: Wellington Management Company, LLP 00 Xxxxx Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx XxxxXxxxxx, XX 00000 Attention: Xxxxxx X. Xxxx Xxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 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 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 date hereof first written above and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafter, only so long as 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 Selected Value Global Equity Fund X.X. Xxx 0000 Xxxxxx XxxxxP.O. Box 2600 Valley Forge, XX 00000 AttentionXxxxxxxxx: Xxxxxx Xxxxxxx TelephoneX. Xxxxxan Xxxxxxxxx: 000010-503-2042 Facsimile: 610-000-0000 Facsimile: 000-000-0000 If to the AdvisorXx xx xxx Xdvisor, at: Marathon Asset Management LLP Orion House 5 Upper St. Martin's Lane Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 XX0X 0XX Attention: Xxxxxx X. Xxxxx TelephoneWilson Phillips Xxxxxxxxx: 000-000-0000 Facsimile+44(0)20 7497 2211 Xxxxxxxxx: This Agreement may +44(0)20 7497 2399 Txxx Xxxxxxxxx xxy 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 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 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, 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. Upon termination of this Agreement, the Trust and the Fund shall honor any transactions undertaken by the Advisor on behalf of the Fund which are not completed at the time of termination. Any notice under this Agreement will be given in writing, addressed and delivered, or mailed postpaid, to the other party as follows: If to the Fund, at: Vanguard Selected U.S. Value Fund X.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000 Attention: Xxxxxx X. Xxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 If to the Advisor, at: AXA Xxxxxxxxx Investment Management LLC Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx XxxxXxx, Xxxxxxxx X Xxxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx X. Xxxxx Xxxxx, Chief Investment Officer Telephone: 000-000-0000 Facsimile: 000-000-0000 With copy to: AXA Xxxxxxxxx Global Services LLC 0 Xxxxxx Xxx, Xxxxxxxx X Xxxxxx, XX 00000 Attention: Legal Counsel Facsimile: 000-000-0000 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 TrustFund. 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 date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafter, only so long as this Agreement each such continuance specifically is approved at least annually by 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 Selected Explorer Value Fund X.X. P.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx Cxxxx X. XxXxxxx Telephone: 000600-000-0000 Facsimile: 000600-000-0000 If to the Advisor, at: Cardinal Capital Management L.L.C. Oxx Xxxxxxxxx Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx XxxxXxxxxxxxx, XX 00000 Attention: Xxxxxx X. Xxxxx Txx Xxxxxxx Telephone: 000200-000-0000 Facsimile: 200-000-0000 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 TrustFund. As used in this Section 10, the terms "“assignment," "” “interested persons," ” and "“vote of a majority of the outstanding voting securities" ” will have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.

Duration; Termination; Notices; Amendment. This Unless sooner terminated as provided herein, this Agreement will become effective on the date hereof and will continue in effect for a period of two years thereafter, and shall continue in full force and effect through [November 30, 2009]. Thereafter, unless sooner terminated, this Agreement shall continue in full force and effect for successive twelve-month periods thereafterof one year, only so long as this Agreement provided that such continuance is specifically approved at least annually by votes (i) the vote of a majority of the Trust's Board of Trustees of the Fund, or (ii) the vote of a majority of the outstanding voting shares of the Fund (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Trustees of the Fund who are not parties to such this Agreement or “interested persons persons” (as defined in the 0000 Xxx) of any such partythe Fund or the Manager, cast in person at a meeting called for the purpose of voting on such approval. In addition, the question of continuance of the Agreement may be presented but shall not remain in effect to the shareholders of extent that the Fund; in such event, such continuance will be effected only if approved by subadvisory agreement between DSL and SIMNA or the affirmative vote of a majority of the outstanding voting securities of the FundDSL Advisory Agreement has been terminated. Notwithstanding the foregoing, howeverthis Agreement may also be terminated, without the payment of any penalty, by DSL or SIMNA (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund, on thirty upon 60 days' written notice to the Advisor, SIMNA Limited; or (ii) upon material breach by SIMNA Limited of any representations and warranties set forth in this Agreement, if such breach has not been cured within 20 days after written notice of such breach; SIMNA Limited may terminate this Agreement will at any time, without payment of any penalty, (1) upon 60 days' written notice to DSL or SIMNA; or (2) upon material breach by SIMNA of any representations and warranties set forth in the Agreement, if such breach has not been cured within 20 days after written notice of such breach. This Agreement shall terminate automatically terminate in the event of its assignment, and assignment (iiias defined in the 0000 Xxx) this Agreement may be terminated by or upon the Advisor on ninety days' written notice to termination of the FundDSL 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 the FundSIMNA, at: Vanguard Selected Value Fund X.X. Xxxxxxxx Investment Management North America Inc. 000 Xxxxx Xxxxxx 00xx Xxxxx Xxx 0000 Xxxxxx XxxxxXxxx, XX 00000 Attention: Xxxxxx Xxxxxxx Xxxxxxxxx X. Xxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 If to the AdvisorSIMNA Limited, at: Xxxxxxxx Investment Management North America Limited 00 Xxxxxxx Xxxxxx London, U.K. EC2V 7QA Attention: Xxxxxxx Xxxxx & Co. Inc. Telephone: 000 Xxxx 00xx Xxxxxx 00xx 0000 0000 If to DSL at: Directed Services, LLC 0000 Xxxxxxxx Xxxxx Xxx XxxxXxxxxxxxxxx, XX 00000 Attention: Xxxxxx X. Xxxxx Telephone: 000-000-0000 Facsimile: This Agreement may be amended by mutual consent, but the consent of the Trust must be approved (i) by a majority of those members of the Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such amendment, and (ii) to the extent required by the 1940 Act, by a vote of a majority of the outstanding voting securities of the Fund 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 Acthereto.

Duration; Termination; Notices; Amendment. This Agreement will become effective on the date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafter, only so long as this Agreement 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 Selected Value Windsor II Fund X.X. Xxx 0000 Xxxxxx XxxxxP.O. Box 2600 Valley Forge, XX 00000 AttentionXxxxxxxxx: Xxxxxx X. Xxxxnan Telephonx: 000-000-0000 Xacsimile: 610-000-0000 If to the Axxxxxx, xx: Armstrong Shaw Associates Xxx. 00 Xrxxx Street New Canaan, XX 00000 Xxxxxxxxx: Xxxxxxx X. Xxxw Telephone: 000-000-0000 FacsimileXacsimile: 000200-000-0000 If to the Advisor, at: Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx Telephone: 000-000-0000 Facsimile: This Agreement may be amended by mutual consent, but the consent of the Trust must be approved (i) by a majority of those members of the Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such amendment, and (ii) to the extent required by the 1940 Act, by a vote of a majority of the outstanding voting securities of the Fund 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 date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafter, only so long as this Agreement each such continuance 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 Selected Value Windsor II Fund X.X. Xxx 0000 P.O. Box 2600 Xxxxxx Xxxxx, XX 00000 AttentionXxxxxxxxx: Xxxxxx Xxxxxxx TelephoneJoseph P. Brennan Xxxxxxxxx: 000610-000503-0000 Facsimile2042 Xxxxxxxxx: 000610-000503-0000 If to the 5855 Xx xx xxx Advisor, at: Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Lazard Asset Management LLC 30 Rockefeller Plaza 59th Xxxxx Xxx Xxxx, XX Xxx Xxxx 00000 AttentionXxxxxxxxx: Xxxxxx X. Xxxxx General Counsel Telephone: 000212-000632-0000 Facsimile6621 Xxxxxxxxx: 212-332-1703 This Agreement may be amended Agreemexx xxx xx xxended by mutual consent, but the consent of the Trust must be approved (i) by a majority of those members of the Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such amendment, and (ii) to the extent required by the 1940 Act, by a vote of a majority of the outstanding voting securities of the Fund of the TrustFund. As used in this Section 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 date hereof and will continue conlinue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafter, only so long as this Agreement each such continuance specifically is approved at least annually by 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 continuanceof 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 securitiesof 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 Selected Value Fund Windsor Funds X.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx Xxxxx 11. XxXxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 If to the Advisor, . at: Xxxxxx Xxxxx & Co. Inc. Xxxxxxx Capital,LLC 000 Xxxx 00xx Xxxxxx 00xx Xxx., Xxxxx 0000 Xxx Xxxx, XX Xxx Xxxx 00000 Attention: Xxxxxx X. Xxxx Xxxxx Xxxx Telephone: 212-29]-7917 Facsimile: 000-000-0000 Facsimile: This Agreement may be amended by mutual consent, but the consent of the Trust must be approved (i) by a majority of those members of the Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such amendment, and (ii) to the extent required by the 1940 Act, by a vote of a majority of the outstanding voting securities of the Fund of the TrustFund. As used in this Section Sectjon 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 Act1940Act.

Duration; Termination; Notices; Amendment. This Agreement will become effective on the 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 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 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 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 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 Selected Value Variable Insurance Funds - Vanguard Equity Income Fund X.X. Xxx 0000 P.O. Box 2600 Xxxxxx Xxxxx, XX 00000 AttentionXxxxxxxxx: Xxxxxx Xxxxxxx TelephoneJeffrey S. Molitor Xxxxxxxxx: 000610-000669-0000 Facsimile6303 Xxxxxxxxx: 000610-000503-0000 If to the Advisor5855 Xx xx xxx Adviser, at: Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx XxxxWellington Management Company, LLP 75 State Street Xxxxxx, XX 00000 AttentionXxxxxxxxx: Xxxxxx X. Xxxxx TelephonePam Dippel Txxxxxxxx: 000617-000951-0000 Facsimile5438 Xxxxxxxxx: 617-443-0951 This Agreement may Axxxxxxxx xxy 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 Portfolio 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 date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafter, only so long as this Agreement each such continuance specifically is approved at least annually by 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 FundFund and (iv) this Agreement may be terminated by either party at any time if the Advisor ceases to be authorized to perform the services to be provided to the Trust under this 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 the Fund, at: Vanguard Selected International Value Fund X.X. Xxx 0000 P.O. Box 2600 Xxxxxx Xxxxx, XX 00000 AttentionXxxxxxxxx: Xxxxxx Xxxxxxx TelephoneJoseph P. Brennan Xxxxxxxxx: 000610-000503-0000 Facsimile2042 Xxxxxxxxx: 000610-000503-0000 If to the 5855 Xx xx xxx Advisor, at: Edinburgh Partners Limited 12 Charlotte Square Xxxxxxxxx, Xxxxxxxx, XX0 0XX Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 AttentionXxxxxxx Xxxxxxxxx: Xxxxxx X. Xxxxx The Company Secretary Telephone: 000-000-0000 Facsimile0131 270 3800 Xxxxxxxxx: 0131 270 3801 This Agreement may be amended in writing by mutual consent, but the consent of the Trust must be approved (i) by a majority of those members of the Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such amendment, and (ii) to the extent required by the 1940 Act, by a vote of a majority of the outstanding voting securities of the Fund of the TrustFund. As used in this Section 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 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 thereafter, only so long as this Agreement each such successive continuance is approved at least annually by votes of the Trust's Board of Trustees who are not parties to such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. In addition, the question of continuance of the Agreement may be presented to the shareholders of the 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 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, addressed and delivered, or mailed postpaid, to the other party as follows: If to the FundPortfolio, at: Vanguard Selected Value Fund X.X. Xxx 0000 Variable Insurance Funds -International Portfolio P.O. Box 2600 Valley Forge, PA 19482 Atxxxxxxx: Xxxxxxxxx Xxxxxx XxxxxXxxxx Xxxephone: 610-669-5846 Facsimile: 610-503-5855 Xx xx xxx Xxviser, XX at: Sxxxxxxx Xxxxstment Management North America Inc. 875 Xxxxx Xvenue 22nd Floor New York, Nxx Xxxx 00000 AttentionXxxxxxxxx: Xxxxxx Xxxxxxx TelephoneXxxxx Xxxxxxxxx: 002-641-3987 Fxxxxxxxx: 000-000641-0000 Facsimile: 0003985 Ix xx xxx Xxx-000-0000 If to the AdvisorAdviser, at: Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx Telephone: 000-000-0000 Facsimile: This Agreement may be amended by mutual consent, but the consent of the Trust must be approved (i) by a majority of those members of the Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such amendment, and (ii) to the extent required by the 1940 Act, by a vote of a majority of the outstanding voting securities of the Fund 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 date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafter, only so long as this Agreement each such continuance specifically is approved at least annually by 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' with no prior 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 Selected Value Windsor Fund X.X. P.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000 Attention: Xxxxxx Sxxx X. Xxxxxxx Telephone: 000600-000-0000 Facsimile: 000600-000-0000 If to the Advisor, at: Xxxxxx Xxxxx & Co. Inc. 000 Pzena Investment Management, LLC 100 Xxxx 00xx Xxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX Xxx Xxxx 00000 Attention: Wxxxxxx X. Xxxxxx X. Xxxxx Telephone: (000-) 000-0000 Facsimile: (000) 000-0000 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 TrustFund. 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 date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafter, only so long as this Agreement each such continuance specifically is approved at least annually by 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 Selected Value Explorer Fund X.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000 Attention: Xxxxxx Xxxx X. Xxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 If to the Advisor, at: Xxxxxxxx Investment Management Group, LLC 000 Xxxxxx Xxxxxx 0xx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 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 TrustFund. 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 date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafter, only so long as this Agreement each such continuance specifically is approved at least annually by 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 Selected Value Explorer Fund X.X. P.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000 Attention: Xxxxxx Sxxx X. Xxxxxxx Telephone: 000600-000-0000 Facsimile: 000600-000-0000 If to the Advisor, at: Arrowpoint Asset Management LLC 100 Xxxxxxxx Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx XxxxXxxxxx, XX 00000 Attention: Xxxxxx X. Rxxx Xxxxx Telephone: 000300-000-0000 Facsimile: This Agreement may be amended by mutual consent, but the consent of the Trust must be approved (i) by a majority of those members of the Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such amendment, and (ii) to the extent required by the 1940 Act, by a vote of a majority of the outstanding voting securities of the Fund of the TrustFund. 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 date hereof first written above and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafter, only so long as 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 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 sixty 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 Selected Value International Explorer Fund X.X. Xxx 0000 P.O. Box 2600 Xxxxxx Xxxxx, XX 00000 AttentionXxxxxxxxx: Xxxxxx Xxxxxxx TelephoneJoseph P. Brennan Xxxxxxxxx: 000610-503-2042 Facsimile: 610-000-0000 Facsimile: 000-000-0000 If to the Xx xx xxx Advisor, at: Xxxxxx Xxxxx & Co. Schroder Investment Managexxxx Xxxth America Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx 875 Third Avenue, 22nd Floxx Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx Telephone: 000-00000000-0000 FacsimileXxxxxxxxx: Jamie Dorrien-Smith Xxxxxxxxx: 212-641-3856 Xxxxxxxxx: 212-641-3985 This Agreement may Axxxxxxxx xxy 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 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 date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafterperiods, only so long as this Agreement is approved at least annually by votes of the Trust's ’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 Selected Value Energy Fund X.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 If to the AdvisorWellington Management Company, at: LLP 00 Xxxxx Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx XxxxXxxxxx, XX 00000 Attention: Xxxxxx X. Xxxx Xxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 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 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 date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafter, only so long as this Agreement each such continuance specifically is approved at least annually by 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 Selected Value U.S. Growth Fund X.X. P.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx Cxxxx X. XxXxxxx Telephone: 000600-000-0000 Facsimile: 000600-000-0000 If to the Advisor, at: Delaware Management Company 2000 Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx XxxxXxxxxxxxxxxx, XX 00000 Attention: Sxxxxx Xxxxxx X. Xxxxx Telephone: 000200-000-0000 Facsimile: 215-255-1234 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 TrustFund. 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 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 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 Selected Value Windsor Funds - Vanguard Windsor II Fund X.X. Xxx 0000 P.O. Box 2600 Xxxxxx Xxxxx, XX 00000 AttentionXxxxxxxxx: Xxxxxx Xxxxxxx TelephoneJeffrey S. Molitor Xxxxxxxxx: 000610-000669-0000 Facsimile6303 Xxxxxxxxx: 000610-000503-0000 If to the 5855 Xx xx xxx Advisor, at: Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx XxxxHotchkis and Wiley Capital Management, XX 00000 LLC Attention: Xxxxxx X. Xxxxx TelephoneCompliance Department 725 South Figueroa St, 39tx Xxx. Xxx Angeles, CA 90017-5439 Txxxxxxxx: 000213-000430-0000 Facsimile1000 Xxxxxxxxx: 213-430-1026 This Agreement may Axxxxxxxx xxy 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 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 date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafterperiods, only so long as 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 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 Selected Value Variable Insurance Fund Capital Growth Portfolio X.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000 Attention: Xxxxxx X. Xxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 If to the Advisor, at: Xxxxxx XXXXXXXX Xxxxxxxxxx Company 000 Xxxxx & Co. Inc. Xxxx Xxxxxx, Xxxxx 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx XxxxXxxxxxxx, XX 00000 Attention: Xxxxxx Xxxx X. Xxxxx Xxxxxxxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 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 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 date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafterperiods, only so long as this Agreement each such continuance specifically is approved at least annually by votes of the Trust's Board of Trustees, including a majority of those Trustees who are not parties to such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. In addition, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund, on 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 Selected Value Dividend Growth Fund X.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000 Attention: Xxxxxx X. Xxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 If to the Advisor, at: Wellington Management Company, LLP 00 Xxxxx Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx XxxxXxxxxx, XX 00000 Attention: Xxxxxx X. Xxxx Xxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 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 TrustFund. 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 date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafter, only so long as this Agreement each such continuance specifically is approved at least annually by 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 Selected Explorer Value Fund X.X. P.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx Cxxxx X. XxXxxxx Telephone: 000600-000-0000 Facsimile: 000600-000-0000 If to the Advisor, at: Sterling Capital Management LLC. 4000 Xxxxxx Xxxx, Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx XxxxXxxxxxxxx, XX 00000 Attention: Kxxxxxx X. Xxxxxx X. Xxxxx Telephone: 000700-000-0000 Facsimile: This Agreement may be amended by mutual consent, but the consent of the Trust must be approved (i) by a majority of those members of the Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such amendment, and (ii) to the extent required by the 1940 Act, by a vote of a majority of the outstanding voting securities of the Fund of the TrustFund. 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 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 Selected Value Horizon Funds - Vanguard Global Equity Fund X.X. Xxx 0000 Xxxxxx P.O. Box 2600 Valxxx Xxxxx, XX 00000 AttentionXxxxxxxxx: Xxxxxx Xxxxxxx TelephoneXxxxrey S. Molitor Xxxxxxxxx: 000-000069-0000 Facsimile6303 Facsxxxxx: 000-000503-0000 5855 If to the Advisorxx xxx Xxxxxor, at: Marathon Asset Management LLP Orion House 5 Upper St. Martin's Lane Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 XX0X 0XX Attention: Xxxxxx X. Xxxxx TelephoneWilson Phillips Txxxxxxxx: 000-000-0000 Facsimile+00(0)20 7497 2211 Xxxxxxxxx: +00(0)20 7497 2399 This Agreement may be amended Agrexxxxx xxx xx xxxxxed 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 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.. 4

Duration; Termination; Notices; Amendment. This Agreement will become effective on the date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafter, only so long as this Agreement each such continuance specifically is approved at least annually by 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 Selected Value Variable Insurance Fund X.X. Growth Portfolio P.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx Cxxxx X. XxXxxxx Telephone: 000600-000-0000 Facsimile: 000600-000-0000 If to the Advisor, at: Delaware Management Company 2000 Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx XxxxXxxxxxxxxxxx, XX 00000 Attention: Sxxxxx Xxxxxx X. Xxxxx Telephone: 000200-000-0000 Facsimile: 215-255-1234 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 TrustFund. 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 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-twelve- month periods thereafter, only so long as this Agreement each such successive continuance is approved at least annually by votes of the Trust's Board of Trustees who are not parties to such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. In addition, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund, on 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, addressed and delivered, or mailed postpaid, to the other party as follows: If to the Fund, at: Vanguard Selected Value Whitehall Funds - Vanguard International Explorer Fund X.X. Xxx 0000 P.O. Box 2600 Xxxxxx Xxxxx, XX 00000 AttentionXxxxxxxxx: Xxxxxx Xxxxxxx Portfolio Review Group Telephone: 000610-000669-0000 Facsimile5846 Xxxxxxxxx: 000610-000503-0000 If to the Advisor5855 Xx xx xxx Adviser, at: Xxxxxx Xxxxx & Co. Schroder Investment Managexxxx Xxxth America Inc. 000 Xxxx 00xx Xxxxxx 875 Third Avenue 00xx Xxxxx Xxx Xxxx, XX Xxx Xxxx 00000 AttentionXxxxxxxxx: Xxxxxx X. Xxxxx TelephoneCatherine A. Mazza Xxxxxxxxx: 000212-000641-0000 Facsimile3889 Xxxxxxxxx: This Agreement may be amended by mutual consent212-641-3897 Xx xx xxx Sub-Adviser, 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 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.at:

Duration; Termination; Notices; Amendment. This Agreement will become effective on the date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafterperiods, only so long as this Agreement each such continuance specifically is approved at least annually by votes of the Trust's Board of Trustees, including a majority of those Trustees who are not parties to such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. In addition, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund, on 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 Selected Value Dividend Growth Fund X.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000 Attention: Xxxxxx Xxxx X. Xxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 If to the Advisor, at: Wellington Management Company LLP 000 Xxxxxxxx Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx XxxxXxxxxx, XX 00000 Attention: Xxxxxx X. Xxxxx Legal and Compliance Telephone: 000-000-0000 Facsimile: 000-000-0000 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 TrustFund. 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 date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafter, only so long as this Agreement each such continuance specifically is approved at least annually by 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 Selected Value Explorer Fund X.X. P.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000 Attention: Xxxxxx Jxxxxx X. Xxxxxxx Telephone: 000600-000-0000 Facsimile: 000600-000-0000 If to the Advisor, at: Century Capital Management, LLC Sxxxxx Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX Xxx Xxxx 00000 Attention: Xxxxxx Axxxxxxxx X. Xxxxx Xxxxxxxxx Telephone: 000600-000-0000 Facsimile: 600-000-0000 With a copy to: Century Capital Management, LLC 100 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxx, XX 00000 Attention: General Counsel 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 TrustFund. 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 date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafterperiods, only so long as this Agreement each such continuance specifically is approved at least annually by votes of the Trust's Board of Trustees, including a majority of those Trustees who are not parties to such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. In addition, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund, on thirty sixty 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 Selected Value Windsor Fund X.X. Xxx 0000 P.O. Box 2600 Xxxxxx Xxxxx, XX 00000 AttentionXxxxxxxxx: Xxxxxx Xxxxxxx TelephoneJoseph P. Brennan Xxxxxxxxx: 000610-000503-0000 Facsimile2042 Xxxxxxxxx: 000610-000503-0000 If to the 5855 Xx xx xxx Advisor, at: Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx AllianceBernstein L.P. 1345 Avenue of the Americas Xxx Xxxx, XX 00000 AttentionXxxxxxxxx: Xxxxxx X. Xxxxx TelephoneLouis T. Mangan Xxxxxxxxx: 000212-000823-0000 Facsimile2815 Xxxxxxxxx: 212-823-2770 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 TrustFund. 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 as of the date hereof and will continue in effect for a period of two years thereafterhereof, and shall continue in effect for successive twelve-month periods thereafterperiods, only so long as this Agreement each such continuance specifically is approved at least annually by votes of the Trust's Board of Trustees, including a majority of those Trustees who are not parties to such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. In addition, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund, on 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, addressed and delivered, or mailed postpaid, to the other party as follows: If to the Fund, at: Vanguard Selected Value Fund X.X. Variable Insurance Funds International Portfolio P.X. Xxx 0000 Xxxxxx XxxxxXxxxx , XX 00000 Attention: Xxxxxx Xxxxxxx Cxxxx X. XxXxxxx Telephone: 000600-000-0000 Facsimile: 000600-000-0000 If to the AdvisorAdviser, at: Xxxxxx Sxxxxxxx Investment Management North America Inc. 800 Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 00000-0000 Attention: Xxxxxx X. Jxxxx Xxxxxxx-Xxxxx Telephone: 000200-000-0000 Facsimile: 200-000-0000 If to the Sub-Adviser, at: Sxxxxxxx Investment Management North America Limited 30 Xxxxxxx Xxxxxx London, U.K. EC2V 7QA Attention: Compliance Director Telephone: 000 0000 0000 Facsimile: 020 7658 6965 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 at a meeting called for the purpose of voting on such amendment, and (ii) to the extent required by the 1940 Act, by a vote of a majority of the outstanding voting securities of the Fund of the TrustFund. As used in this Section 1011, the terms "“assignment," "” “interested persons," ” and "“vote of a majority of the outstanding voting securities" ” will have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.

Duration; Termination; Notices; Amendment. This Agreement will become effective on the date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafterperiods, only so long as this Agreement each such continuance specifically is approved at least annually by votes of the Trust's Board of Trustees, including a majority of those Trustees who are not parties to such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. In addition, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund, on 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 Selected Value Health Care Fund X.X. Xxx 0000 P.O. Box 2600 Xxxxxx Xxxxx, XX 00000 AttentionXxxxxxxxx: Xxxxxx Xxxxxxx TelephoneJoseph P. Brennan Xxxxxxxxx: 000610-000503-0000 Facsimile2042 Xxxxxxxxx: 000610-000503-0000 If to the 5855 Xx xx xxe Advisor, at: Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx XxxxWellington Management Company, LLP 75 State Street Xxxxxx, XX 00000 AttentionXxxxxxxxx: Xxxxxx X. Xxxxx TelephoneJohn Bruno Xxxxxxxxx: 000617-000790-0000 Facsimile7262 Xxxxxxxxx: This Agreement 617-204-7262 Thxx Xxxxxxxxx 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 TrustFund. 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 date hereof first written above and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafter, only so long as 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 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 Selected International Value Fund X.X. Xxx 0000 Xxxxxx XxxxxP.O. Box 2600 Valley Forge, XX 00000 AttentionXxxxxxxxx: Xxxxxx Xxxxxxx TelephoneX. Xxxxxan Xxxxxxxxx: 000010-503-2042 Facsimile: 610-000-0000 Facsimile: 000-000-0000 If to the AdvisorXx xx xxx Xdvisor, at: Xxxxxx Hansberger Global Investors, Xxx. 401 East Las Olas Boulevard, Xxxxx & Co. Inc. 000 0000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx XxxxXxxxxxxxxx, XX 00000 AttentionXxxxxxxxx: Xxxxxx X. Xxxxx Xresident Telephone: 000954-000522-0000 Facsimile5150 Xxxxxxxxx: 954-713-2525 This Agreement may Agxxxxxxx xxx 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 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 date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafter, only so long as this Agreement each such continuance specifically is approved at least annually by 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 Selected Explorer Value Fund X.X. P.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx Cxxxx X. XxXxxxx Telephone: 000600-000-0000 Facsimile: 000600-000-0000 If to the Advisor, at: Frontier Capital Management Co., LLC 90 Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx XxxxXxxxxx, XX 00000 Attention: Xxxxxx Sxxxx X. Xxxxx Xxxxxxxxx Telephone: 000600-000-0000 Facsimile: This Agreement may be amended by mutual consent, but the consent of the Trust must be approved (i) by a majority of those members of the Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such amendment, and (ii) to the extent required by the 1940 Act, by a vote of a majority of the outstanding voting securities of the Fund of the TrustFund. 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 and the terms and conditions herein will become effective on the date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafterperiods, only so long as 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 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 Selected International Value Fund X.X. P.X. Xxx 0000 Xxxxxx XxxxxXxxxx , XX 00000 Attention: Xxxxxx Xxxxxxx Cxxxx XxXxxxx Telephone: 000600-000-0000 Facsimile: 000600-000-0000 If to the Advisor, at: Xxxxxx Hxxxxxxxxx Global Investors, Inc. 400 Xxxx Xxx Xxxx Xxxxxxxxx, Xxxxx & Co. Inc. 000 0000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx XxxxXxxxxxxxxx, XX 00000 Attention: Xxxxxx X. Xxxxx President Telephone: 000900-000-0000 Facsimile: 900-000-0000 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 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 date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafterperiods, only so long as 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 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 Selected Value Capital Opportunity Fund X.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000 Attention: Xxxxxx X. Xxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 If to the Advisor, at: Xxxxxx XXXXXXXX Xxxxxxxxxx Company 000 Xxxxx & Co. Inc. Xxxx Xxxxxx, Xxxxx 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx XxxxXxxxxxxx, XX 00000 Attention: Xxxxxx Xxxx X. Xxxxx Xxxxxxxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 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 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 date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafter, only so long as this Agreement each such continuance specifically is approved at least annually by 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' with no prior 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 Selected Value Trustees’ Equity Fund X.X. P.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000 Attention: Xxxxxx Sxxx X. Xxxxxxx Telephone: 000600-000-0000 Facsimile: 000600-000-0000 If to the Advisor, at: Xxxxxx ARGA Investment Management 1000 Xxxxxxxxxx Xxxx., 0xx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx XxxxXxxxxxxx, XX 00000 Attention: Xxxxxx X. Xxxxx A. Rama Krishna Telephone: 000200-000-0000 Facsimile: 200-000-0000 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 TrustFund. 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 date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafter, only so long as this Agreement each such continuance specifically is approved at least annually by 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 Selected Value Growth Equity Fund X.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000 Attention: Xxxxxx X. Xxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 If to the Advisor, at: Xxxxxxx Xxxxxxx Overseas Limited Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Square 0 Xxxxxxxxx Xxx Xxxxxxxxx, Xxxxxxxx, XX0 0XX Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Xxxxxxx Attention: Xxxxxx X. Xxxxx XxxXxxxx Telephone: 000-000-011 - 44 - 000 000 0000 Facsimile: 011 - 44 - 131 275 3975 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 TrustFund. 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 date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafter, only so long as this Agreement each such continuance specifically is approved at least annually by 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 approvalapproval 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, emailed, addressed and delivered, or mailed postpaid, to the other party as follows: If to the Fund, at: Vanguard Selected Explorer Value Fund X.X. Xxx 0000 Xxxxxx 400 Xxxxx Xxxx Xxxxx Wayne, PA 19087 Attention: Daxxxx Xxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx V11 Telephone: 000610-000-0000 Facsimile: 000610-000-0000 Email: daxxxx.xxxxx@xxxxxxxx.xxx If to the Advisor, at: Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx XxxxCardinal Capital Management L.L.C. Four Greenwich Office Park Greenwich, XX 00000 CT 06831 Attention: Xxxxxx X. Xxxxx Roxx Xxxxxxxx, CPA Telephone: 000200-000-0000 FacsimileEmail: rwxxxxxxx@xxxxxxx.xxx 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 of the TrustFund. 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 and the terms and conditions herein shall become effective on the date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafterperiods, only so long as this Agreement each such continuance specifically is approved at least annually by votes of the Trust's Board of Trustees, including a majority of those Trustees who are not parties to such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. In addition, the question of continuance of continuanceof 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 armative 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 outstandingvoting securitiesof the Fund, on thirty sixty 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 Selected Value Variable Insurance Fund International Portfolio X.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000 Attention: Xxxxxx X. Xxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 If to the Advisor, at: Xxxxxx Xxxxx & Co. Xxxxxxxx Investment Management North America Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx XxxxXxxxxx, XX 00000 Attention: Xxxxxx X. Xxxxx 00xxXxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 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 Act1940Act, by a vote of a majority of the outstanding voting securities of the Fund of the TrustFund. As used in this Section 10, the 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.

Duration; Termination; Notices; Amendment. This Agreement will become effective on 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 thereafter, thereafter only so long as this Agreement is approved at least annually by votes of the TrustFund'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 Fund or by vote of a majority of the outstanding voting securities of the Fund, on thirty days' prior 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 sixty days' prior 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 Selected Value Convertible Securities Fund X.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx X. Xxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 If to the Advisor, at: Xxxxxx Oaktree Capital Management, LLC 000 Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx XxxxXxxxxxx, XX 00000 Attention: Xxxxxx X. Xxxxx Xxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 with a copy to Attention: Legal Department Facsimile: 000-000-0000 Each party may change its address or other information for notice purposes by giving the other party written notice thereof as provided herein. This Agreement may be amended by mutual consent, but the consent of the Trust Fund 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 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 ActFund.

Duration; Termination; Notices; Amendment. This Agreement will become effective on the date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafterperiods, only so long as this Agreement each such continuance specifically is approved at least annually by votes of the Trust's Board of Trustees, including a majority of those Trustees who are not parties to such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. In addition, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund, on 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 Selected Value Wellington Fund X.X. Xxx 0000 P.O. Box 2600 Xxxxxx Xxxxx, XX 00000 AttentionXxxxxxxxx: Xxxxxx Xxxxxxx TelephoneJoseph P. Brennan Xxxxxxxxx: 000610-000503-0000 Facsimile2042 Xxxxxxxxx: 000610-000503-0000 If to the 5855 Xx xx xxe Advisor, at: Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx XxxxWellington Management Company, LLP 75 State Street Xxxxxx, XX 00000 AttentionXxxxxxxxx: Xxxxxx X. Xxxxx TelephoneJohn Bruno Xxxxxxxxx: 000617-000790-0000 Facsimile7262 Xxxxxxxxx: 617-204-7262 This Agreement may be amended Agreemxxx xxx xx xmended by mutual consent, but the consent of the Trust must be approved (i) by a majority of those members of the Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such amendment, and (ii) to the extent required by the 1940 Act, by a vote of a majority of the outstanding voting securities of the Fund of the TrustFund. As used in this Section 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 date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafter, only so long as this Agreement each such continuance specifically is approved at least annually by 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 Selected Value Fund X.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000 Attention: Xxxxxx Xxxx X. Xxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 If to the Advisor, at: Xxxxxx Xxxxx & Co. Inc. Pzena Investment Management, LLC 000 Xxxx 00xx Xxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx Telephone: (000-) 000-0000 Facsimile: (000) 000-0000 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 TrustFund. As used in this Section 1011, the terms "“assignment," "” “interested persons," ” and "“vote of a majority of the outstanding voting securities" ” will have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.

Duration; Termination; Notices; Amendment. This 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 ’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 Selected Value Explorer Fund X.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 If to the Advisor, at: Xxxxxx Xxxxx & Co. Inc. 000 Kalmar Investment Advisers Barley Mill House 0000 Xxxxxxx Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx XxxxWilmington, XX 00000 DE 19807 Attention: Xxxxxx Ford X. Xxxxx Xxxxxx, Xx. Telephone: 000-000-0000 Facsimile: 302.658.7513 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 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 and the terms and conditions herein shall become effective on the date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafterperiods, only so long as this Agreement each such continuance specifically is approved at least annually by votes of the Trust's Board of Trustees, including a majority of those Trustees who are not parties to such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. In addition, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund, on thirty sixty 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 Selected Value Variable Insurance Fund X.X. Xxx 0000 Xxxxxx XxxxxInternational Portfolio P.O. Box 2600 Valley Forge, XX 00000 AttentionXxxxxxxxx: Xxxxxx Xxxxxxx TelephoneX. Bxxxxxx Xxxxxxxxx: 000-000-0000 FacsimileXxcsimile: 000610-000-0000 If to the Xx xx xxx Advisor, at: Xxxxxx Xxxxx & Co. Schroder Investment Managemxxx Xxxxh America Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx 875 Third Avenue, 22nd Floox Xxx Xxxx, XX 00000 AttentionXxxxxxxxx: Xxxxxx X. Xxxxx TelephoneJamie Dorrien-Smith Xxxxxxxxx: 000212-000641-0000 Facsimile3856 Xxxxxxxxx: This Agreement 212-641-3985 Thix Xxxxxxxxx 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 TrustFund. As used in this Section 1011, the terms "assignment," "interested persons," and "vote of a majority of the outstanding voting securities" will have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.

Duration; Termination; Notices; Amendment. This Agreement will become effective on the date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafter, only so long as this Agreement each such continuance specifically is approved at least annually by 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-- . 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 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 writingwriting and is deemed to have been provided upon receipt of the same at their respective addresses set forth below. All written notices required or permitted to be given under this Agreement will be delivered by personal service, addressed and deliveredby postage mail return receipt requested or by facsimile machine, e-mail or mailed postpaid, to the other party a similar means of same delivery which provides evidence of receipt (with a confirming copy by mail as follows: set forth herein). If to the Fund, at: Vanguard Selected Explorer Value Fund X.X. Xxx 0000 Xxxxxx 400 Devon Xxxx Xxxxx Xxxxx, XX 00000 AttentionXxxxxxxxn: Xxxxxx Xxxxxxx TelephoneDaniel Rexxx Xxxxxxxxe: 000610-000503-0000 Facsimile6000 Xxxxxxxxe: 000610-000503-0000 If to the 5000 Xxxxx: daniel.rexxx@xxxxxxxx.xxx Xx xx xhe Advisor, at: Ariel Investments, LLC 200 East Xxxxxxxx Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx Xxxx2900 Chicago, XX 00000 Illinois 60601 Attention: Xxxxxx X. Xxxxx TelephonePatrice Sxxxxx Xxxxxxxne: 000312-000726-0000 FacsimileXxxxxxxle: This Agreement 312-726-7000 Xxxxx: pscelzo@axxxxxxxxxxxxxxx.xxx Xxxx Xxreement 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 of the TrustFund. 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 date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafterperiods, only so long as 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 Selected Value Wellington Fund X.X. Xxx 0000 P.O. Box 2600 Xxxxxx Xxxxx, XX 00000 AttentionXxxxxxxxx: Xxxxxx Xxxxxxx TelephoneJoseph P. Brennan Xxxxxxxxx: 000610-000503-0000 Facsimile2042 Xxxxxxxxx: 000610-000503-0000 If to the 5855 Xx xx xxe Advisor, at: Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx XxxxWellington Management Company, LLP 75 State Street Xxxxxx, XX 00000 AttentionXxxxxxxxx: Xxxxxx X. Xxxxx TelephoneJohn Bruno Xxxxxxxxx: 000617-000790-0000 Facsimile7262 Xxxxxxxxx: 617-204-7262 This Agreement may be Agreexxxx xxx xx 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 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 date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafter, only so long as this Agreement each such continuance specifically is approved at least annually by 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 Selected Value Emerging Markets Select Stock Fund X.X. P.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx Cxxxx X. XxXxxxx Telephone: 000600-000-0000 Facsimile: 000600-000-0000 If to the Advisor, at: Oaktree Capital Management, L.P. 1000 Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx Kxxxx Xxxxxxx Telephone: (000-) 000-0000 Facsimile: (000) 000-0000 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 TrustFund. 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 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 this Agreement each such successive continuance is approved at least annually by votes of the Trust's ’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. 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, addressed and deliveredis deemed to have been provided upon receipt of the same at their respective addresses set forth below. All written notices required or permitted to be given under this Agreement will be delivered by personal service, by postage mail return receipt requested or mailed postpaid, to the other party by e-mail or a similar means of same delivery which provides evidence of receipt (with a confirming copy by mail as follows: set forth herein). If to the Fund, at: Vanguard Selected Value Whitehall Funds Vanguard International Explorer Fund X.X. Xxx 0000 Xxxxxx P.O. Box 2600 Valley Forge, PA 19482 Attention: Daxxxx Xxxxx, XX 00000 AttentionV11 Email: Xxxxxx Xxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 daxxxx.xxxxx@xxxxxxxx.xxx If to the AdvisorAdviser, at: Xxxxxx Xxxxx & Co. Scxxxxxx Xnvestment Management North America Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx Xxxx7 Bryant Park 19th Floor New York, XX 00000 NY 10018-3706 Attention: Xxxxxx X. Xxxxx TelephoneLegal Department Email: 000USXxxxx@xxxxxxxxx.xxx If to the Sub-000Adviser, at: Scxxxxxx Xnvestment Management North America Limited One London Wall Place London, U.K. EC2Y 5AU Attention: Legal Department Email: USXxxxx@xxxxxxxxx.xxx The parties consent to electronic delivery of any reports or other information requested or required to be delivered under this Agreement, or pursuant to applicable law, rule or regulation, including delivery of Part 2 of the Sub-0000 Facsimile: Adviser’s ADV and any updates thereto, and the parties represent that they have the means to, and will access, such disclosures in electronic format. The parties shall provide hard copies of any such disclosures upon request. Each party may revoke this consent upon written notice to the other 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 Fund of or 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 date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafter, only so long as this Agreement each such continuance 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 Selected Value Growth Equity Fund X.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000 Attention: Xxxxxx X. Xxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 If to the Advisor, at: Xxxxxxxx Associates LLC 000 Xxxxxxxxx Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX Xxx Xxxx 00000 Attention: Xxxxxx Xxxxx X. Xxxxx Xxxxxx, Managing Director Telephone: 000-000-0000 Facsimile: 000-000-0000 With a copy to (at the address set forth above): Attention: Legal Department Facsimile: (000) 000-0000 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 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 ActFund.

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, 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. Upon termination of this Agreement, the Trust and the Fund shall honor any transactions undertaken by the Advisor on behalf of the Fund which are not completed at the time of termination. Any notice under this Agreement will be given in writing, addressed and delivered, or mailed postpaid, to the other party as follows: If to the Fund, at: Vanguard Selected Value Explorer Fund X.X. Xxx 0000 P.O. Box 2600 Xxxxxx Xxxxx, XX 00000 AttentionXxtention: Xxxxxx Xxxxxxx TelephoneJoseph P. Brennan Xxlephone: 000610-000503-0000 Facsimile2042 Xxcsimile: 000610-000503-0000 If 5855 Xf to the Advisor, at: Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx XxxxAXA Rosenberg Investmxxx Xxxxxement LLC Orinda Way, Buildxxx X Xxxxxx, XX 00000 AttentionXxtention: Xxxxxx X. William E. Ricks, Xxxxx Xxxxxxxxxt Officer Telephone: 000925-000253-0000 3359 Xxcsimile: 925-254-0213 Xith copy to: AXA Rosenberg Global Xxxxxxxx LLC 4 Orinda Way, Buixxxxx X Xxxxxx, XX 00000 Xxtention: Legal Counsel Facsimile: This Agreement 925-253-1648 Thix Xxxxxxxxx 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 TrustFund. 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 the date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafter, only so long as this Agreement each such continuance specifically is approved at least annually by 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 Selected Value U.S. Growth Fund X.X. P.X. Xxx 0000 Xxxxxx XxxxxXxxxx , XX 00000 Attention: Xxxxxx Xxxxxxx Cxxxx X. XxXxxxx Telephone: 000600-000-0000 Facsimile: 000600-000-0000 If to the Advisor, at: Xxxxxx Wxxxxxx Xxxxx & Co. Inc. 000 Company, LLC 200 Xxxx 00xx Xxxxx Xxxxxx 00xx Xxxxx Xxx XxxxChicago, XX 00000 Illinois 60606 Attention: Xxxxxx X. Mxxxxxxx Xxxxx Telephone: 000300-000-0000 Facsimile: 300-000-0000 With a copy to: Wxxxxxx Xxxxx & Company, LLC 200 Xxxx Xxxxx Xxxxxx Chicago, Illinois 60606 Attention: General Counsel Telephone: 300-000-0000 Facsimile: 300-000-0000 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 TrustFund. 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 date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafterperiods, only so long as this Agreement each such continuance specifically is approved at least annually by votes of the Trust's Board of Trustees, including a majority of those Trustees who are not parties to such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. In addition, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund, on 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 Selected Value Health Care Fund X.X. Xxx 0000 P.O. Box 2600 Xxxxxx Xxxxx, XX 00000 AttentionXxxention: Xxxxxx Xxxxxxx TelephoneJoseph P. Brennan Xxxephone: 000610-000503-0000 Facsimile2042 Xxxsimile: 000610-000503-0000 If 5855 Xx to the Advisor, at: Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx XxxxWellington Management Company, LLP 75 State Street Xxxxxx, XX 00000 AttentionXxxention: Xxxxxx X. Xxxxx TelephoneJohn Bruno Xxxephone: 000617-000790-0000 Facsimile7262 Xxxsimile: 617-204-7262 This Agreement Xxxxxxxxx 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 TrustFund. 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 date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafterperiods, only so long as 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 Selected Value Windsor II Fund X.X. Xxx 0000 Xxxxxx XxxxxP.O. Box 2600 Valley Forge, XX 00000 AttentionXxxxxxxxx: Xxxxxx Xxxxxxx TelephoneX. Xxxxnan Telephonx: 000-000-0000 FacsimileXacsimile: 000610-000-0000 If to the AdvisorAdxxxxx, atxx: Xxxxxx Xxxxx Xarrow, Hanley, Mewhinney & Co. Strauss, Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx XxxxXXXxxxxx Chaxx Xxxxr 2200 Ross Avenue 31 st Floxx Xxxxxx, XX 00000 AttentionTX 75201 Attn: Xxxxxx X. Xxxxx TelephoneJames P. Barrow Phone: 000214-000-0000 FacsimileXxx: This Agreement may be amended 214-953-0000 Xxxx Agreemxxx xxx xx xmended 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 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 date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafterperiods, only so long as this Agreement each such continuance specifically is approved at least annually by votes of the Trust's Board of Trustees, including a majority of those Trustees who are not parties to such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. In addition, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund, on 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 Selected Value Equity Income Fund X.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000 Attention: Xxxxxx Xxxx X. Xxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 If to the Advisor, at: Wellington Management Company LLP 000 Xxxxxxxx Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx XxxxXxxxxx, XX 00000 Attention: Xxxxxx X. Xxxxx Legal and Compliance Telephone: 000-000-0000 Facsimile: 000-000-0000 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 TrustFund. 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 date hereof and will continue in effect for a period of two years thereafterOCTOBER 1, 2004 and shall continue in effect for successive twelve-month periods thereafterperiods, 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 Selected Value Chester Funds - Vanguard PRIMECAP Fund X.X. Xxx 0000 Xxxxxx XxxxxP.O. Box 2600 Valley Forge, XX 00000 AttentionPA 19482 Axxxxxxxx: Xxxxxx Xxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 If to X. Xxxxxxx Xx xx the Advisor, at: Xxxxxx Xxxxx & Co. Inc. XXXXXXXX Xxxagement Company 225 South Lake Avenue, Sxxxx 000 Pasadena, CA 91101 Xxxxxxxxx: Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx Telephone: 000-000-0000 Facsimile: This Agreement Xxxxxxxxxxxx Xxxx Xxxxxxxnt may be amended by mutual consentmutuxx xxxxxxx, but the xxx xxe 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 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 date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafter, only so long as this Agreement each such successive continuance is approved at least annually by votes of the Trust's Board of Trustees who are not parties to such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. In addition, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund, on 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 delivered, or mailed postpaid, to the other party as follows: If to the Fund, at: Vanguard Selected Value Dividend Growth Fund X.X. Xxx 0000 P.O. Box 2600 Valley Forge, PA 19482 Atxxxxxxx: Xxxxxxxxx Xxxxxx XxxxxXxxxx Xxxephone: 610-669-5846 Facsimile: 610-503-5855 Xx xx xxx Xxviser, XX 00000 Attentionat: Xxxxxx Xxxxxxx TelephoneWxxxxxxxxx Xxnagement Company, LLP 75 State Street Boston, MA 02109 Attenxxxx: Xxxx X. Xxxxx Xxxxxxxxx: 017-790-7262 Fxxxxxxxx: 000-000204-0000 Facsimile: 000-000-0000 If to the Advisor, at: Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx Telephone: 000-000-0000 Facsimile: 7262 This Agreement may be Agrexxxxx xxx xe amended by mutual consentconsexx, but the xxx xxx 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 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 date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafterperiods, only so long as this Agreement each such continuance specifically is approved at least annually by votes of the Trust's Board of Trustees, including a majority of those Trustees who are not parties to such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. In addition, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund, on 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 Selected Value Wellington Fund X.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000 Attention: Xxxxxx Xxxx X. Xxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 If to the Advisor, at: Wellington Management Company, LLP 000 Xxxxxxxx Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx XxxxXxxxxx, XX 00000 Attention: Xxxxxx X. Xxxxx Legal and Compliance Telephone: 000-000-0000 Facsimile: 000-000-0000 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 TrustFund. 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 date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafterperiods, only so long as this Agreement each such continuance specifically is approved at least annually by votes of the Trust's Board of Trustees, including a majority of those Trustees who are not parties to such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. In addition, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund, on 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 Selected Value Variable Insurance Fund Equity Income Portfolio X.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000 Attention: Xxxxxx X. Xxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 If to the Advisor, at: Wellington Management Company, LLP 00 Xxxxx Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx XxxxXxxxxx, XX 00000 Attention: Xxxxxx X. Xxxx Xxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 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 TrustFund. As used in this Section 10, the terms "assignment," "interested persons," and "vote of a majority of the outstanding voting securities" will have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.

Duration; Termination; Notices; Amendment. This Unless sooner terminated as provided herein, this Agreement will become effective on the date hereof and will continue in effect for a period of two years thereafter, and shall continue in full force and effect through November 30, 2009. Thereafter, unless sooner terminated, this Agreement shall continue in full force and effect for successive twelve-month periods thereafterof one year, only so long as this Agreement provided that such continuance is specifically approved at least annually by votes (i) the vote of a majority of the Trust's Board of Trustees of the Fund, or (ii) the vote of a majority of the outstanding voting shares of the Fund (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Trustees of the Fund who are not parties to such this Agreement or “interested persons persons” (as defined in the 0000 Xxx) of any such partythe Fund or the Manager, cast in person at a meeting called for the purpose of voting on such approval. In addition, the question of continuance of the Agreement may be presented but shall not remain in effect to the shareholders of extent that the Fund; in such event, such continuance will be effected only if approved by subadvisory agreement between DSL and SIMNA or the affirmative vote of a majority of the outstanding voting securities of the FundDSL Advisory Agreement has been terminated. Notwithstanding the foregoing, howeverthis Agreement may also be terminated, without the payment of any penalty, by DSL or SIMNA (i) upon 60 days’ written notice to SIMNA Limited; or (ii) upon material breach by SIMNA Limited of any representations and warranties set forth in this Agreement, if such breach has not been cured within 20 days after written notice of such breach; SIMNA Limited may terminate this Agreement may at any time be terminated time, without payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fundpenalty, on thirty (1) upon 60 days' ’ written notice to DSL or SIMNA; or (2) upon material breach by SIMNA of any representations and warranties set forth in the AdvisorAgreement, (ii) this if such breach has not been cured within 20 days after written notice of such breach. This Agreement will shall terminate automatically terminate in the event of its assignment, and assignment (iiias defined in the 0000 Xxx) this Agreement may be terminated by or upon the Advisor on ninety days' written notice to termination of the FundDSL 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 the FundSIMNA, at: Vanguard Selected Value Fund X.X. Xxxxxxxx Investment Management North America Inc. 000 Xxxxx Xxxxxx 00xx Xxxxx Xxx 0000 Xxxxxx XxxxxXxxx, XX 00000 Attention: Xxxxxx Xxxxxxx Xxxxxxxxx X. Xxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 If to the AdvisorSIMNA Limited, at: Xxxxxxxx Investment Management North America Limited 00 Xxxxxxx Xxxxxx London, U.K. EC2V 7QA Attention: Xxxxxxx Xxxxx & Co. Inc. Telephone: 000 Xxxx 00xx Xxxxxx 00xx 0000 0000 If to DSL at: Directed Services, LLC 0000 Xxxxxxxx Xxxxx Xxx XxxxXxxxxxxxxxx, XX 00000 Attention: Xxxxxx X. Xxxxx Telephone: 000-000-0000 Facsimile: This Agreement may be amended by mutual consent, but the consent of the Trust must be approved (i) by a majority of those members of the Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such amendment, and (ii) to the extent required by the 1940 Act, by a vote of a majority of the outstanding voting securities of the Fund 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 Acthereto.

Duration; Termination; Notices; Amendment. This Agreement will become effective on the date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafter, only so long as this Agreement each such continuance specifically is approved at least annually by 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 ofthe outstanding voting securities of the ofthe 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 Selected Value International Explorer Fund X.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx Xxxxx X. XxXxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 If to the Advisor, at: Wellington Management Company, LLP 00 Xxxxx Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx XxxxXxxxxx, XX 00000 Attention: Xxxxxx X. Xxxxx Legal and Compliance Telephone: Facsimile: 000-000-0000 Facsimile: This Agreement may be amended by mutual consent, but the consent of the Trust must be approved (i) by a majority of those members of the Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such amendment, and (ii) to the extent required by the 1940 Act, by a vote of a majority of the outstanding voting securities of the Fund of the Trustofthe 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 and the terms and conditions herein shall become effective on the date hereof closing of the transactions contemplated by the Stock Purchase Agreement (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 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 affected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund. In the event that the Effective Date shall not have occurred on or before June 1, 2007, this Agreement shall be void ab initio and neither the Advisor nor the Fund shall have any rights, duties, or obligations hereunder. 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 Selected International Value Fund X.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000 Attention: Xxxxxx X. Xxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 If to the Advisor, at: Xxxxxx Xxxxx & Co. Xxxxxxxxxx Global Investors, Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxx Xxxx Xxxxxxxxx, Xxxxx Xxx Xxxx0000 Xxxx Xxxxxxxxxx, XX 00000 Attention: Xxxxxx X. Xxxxx President Telephone: 000-000-0000 Facsimile: 000-000-0000 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 Act1940Act, by a vote of a majority of the outstanding voting securities of securitiesof the Fund 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 Act1940Act.

Duration; Termination; Notices; Amendment. This Agreement will become effective on the date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafter, only so long as this Agreement each such successive continuance is approved at least annually by votes of the Trust's Board of Trustees who are not parties to such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. In addition, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund, on thirty 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 delivered, or mailed postpaid, to the other party as follows: If to the Fund, at: Vanguard Selected Value MidCap Growth Fund X.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000 Attention: ___________ Telephone: 610-___-____ Facsimile: 610-___-____ If to the Adviser, at: Provident Investment Counsel, Inc. 000 Xxxxx Xxxx Xxxxxx Xxxxxxx Xxxxxxxx, Xxxxxxxxxx 00000-0000 Attention: ___________ Telephone: 000-000-0000 Facsimile: 000-000-0000 If to the Advisor, at: Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx Telephone: 000-000-0000 Facsimile: This Agreement may be amended by mutual consent, but the consent of the Trust must be approved (i) by a majority of those members of the Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such amendment, and (ii) to the extent required by the 1940 Act, by a vote of a majority of the outstanding voting securities of the Fund 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 date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafterperiods, only so long as this Agreement each such continuance specifically is approved at least annually by votes of the Trust's Board of Trustees, including a majority of those Trustees who are not parties to such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. In addition, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund, on thirty sixty 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 Selected Value Growth and Income Fund X.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx Xxxxx XxXxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 If to the Advisor, at: Xxxxxx Mellon Capital Management Corporation 00 Xxxxxxx Xxxxxx, Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx 0000 Xxx XxxxXxxxxxxxx, XX 00000 Attention: Xxxxxx X. Xxxxx Managing Director, Client Service Telephone: (000-) 000-0000 Facsimile: (000) 000-0000 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 TrustFund. 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 date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafterperiods, only so long as this Agreement each such continuance specifically is approved at least annually by votes of the Trust's Board of Trustees, including a majority of those Trustees who are not parties to such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. In addition, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund, on 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 Selected Value Mxxxxx Growth Fund X.X. P.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000 Attention: Xxxxxx Jxxxxx X. Xxxxxxx Telephone: 000600-000-0000 Facsimile: 000600-000-0000 If to the Advisor, at: Wellington Management Company, LLP 70 Xxxxx Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx XxxxXxxxxx, XX 00000 Attention: Xxxxxx X. Jxxx Xxxxx Telephone: 000600-000-0000 Facsimile: 600-000-0000 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 TrustFund. 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 date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafterperiods, only so long as 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 Selected Value Variable Insurance Fund X.X. Xxx X.X.Xxx 0000 Xxxxxx Xxxxx, XX 00000 Attention: Xxxxxx X. Xxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 If to the Advisor, at: Barrow, Hanley, Xxxxxxxxx & Xxxxxxx, Inc. JPMorgan Chase Tower 0000 Xxxx Xxxxxx, 31st Floor Dallas, TX 75201 Attn: Xxxxx X. Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx TelephonePhone: 000-000-0000 FacsimileFax: 000-000-0000 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 Act1940Act, by a vote of a majority of the outstanding voting securities of the Fund 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 Act1940Act.

Duration; Termination; Notices; Amendment. This Agreement will become effective on the date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafterperiods, only so long as this Agreement each continuance specifically is approved at least annually by votes of the Trust's Board of Trustees, including a majority of those Trustees who are not parties to such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. In addition, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund, on 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 Selected Value Explorer Fund X.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx Xxxxx XxXxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 If to the Advisor, at: Wellington Management Company, LLP 000 Xxxxxxxx Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx XxxxXxxxxx, XX 00000 Attention: Xxxxxx X. Xxxxx TelephoneLegal and Compliance Facsimile: 000-000-0000 Facsimile: This Agreement may be amended by mutual consent, but the consent of the Trust must be approved (i) by a majority of those members of the Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such amendment, and (ii) to the extent required by the 1940 Act, by a vote of a majority of the outstanding voting securities of the Fund of the TrustFund. 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 date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafter, only so long as this Agreement each such successive continuance is approved at least annually by votes of the Trust's Board of Trustees who are not parties to such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. In addition, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund, on 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 delivered, or mailed postpaid, to the other party as follows: If to the Fund, at: Vanguard Selected Value International Explorer Fund X.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx Portfolio Review Group Telephone: 000-000-0000 Facsimile: 000-000-0000 If to the AdvisorAdviser, at: Xxxxxx Xxxxx & Co. Xxxxxxxx Investment Management North America Inc. 000 Xxxx 00xx Xxxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX Xxx Xxxx 00000 Attention: Xxxxxx Xxxxxxxxx X. Xxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 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 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 date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafterperiods, only so long as this Agreement each such continuance specifically is approved at least annually by votes of the Trust's Board of Trustees, including a majority of those Trustees who are not parties to such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. In addition, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund, on 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 Selected Value Dividend Growth Fund X.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000 Attention: Xxxxxx Xxxx X. Xxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 If to the Advisor, at: Wellington Management Company, LLP 000 Xxxxxxxx Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx XxxxXxxxxx, XX 00000 Attention: Xxxxxx X. Xxxxx Legal and Compliance Telephone: 000-000-0000 Facsimile: 000-000-0000 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 TrustFund. 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 date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafterperiods, only so long as this Agreement is approved at least annually by votes of the Trust's ’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 Selected Value Energy Fund X.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 If to the AdvisorWellington Management Company, at: LLP >00 Xxxxx Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx XxxxXxxxxx, XX 00000 Attention: Xxxxxx X. Xxxx Xxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 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 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 date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafterperiods, only so long as 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 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 sixth 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 Selected Value Variable Insurance Fund High Yield Bond Portfolio X.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000 Attention: Xxxxxx X. Xxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 If to the Advisor, at: Wellington Management Company, LLP 00 Xxxxx Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx XxxxXxxxxx, XX 00000 Attention: Xxxxxx X. Xxxx Xxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 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 TrustFund. 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 date hereof and will continue in effect for a period of two years thereafter, thereafter and shall continue in effect for successive twelve-month periods thereafter, only so long as this Agreement each such continuance specifically is approved at least annually by 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 deliveredis deemed to have been provided upon receipt of the same at their respective addresses set forth below. All written notices required or permitted to be given under this Agreement will be delivered by personal service, by postage mail return receipt requested or mailed postpaidby facsimile machine, to the other party e-mail or a similar means of same delivery which provides evidence of receipt (with a confirming copy by mail as follows: set forth herein). If to the Fund, at: at Vanguard Selected Value Global Equity Fund X.X. Xxx 0000 Xxxxxx XxxxxXxxxxxxxxxxx Xxxx, XX Xxxxx 000 Xxxxxxx, XX, 00000 Attention: Xxxxxx Xxxxxxx Xxxxx, LOKR 3 Telephone: 000-000-0000 Facsimile: 000-000-0000 N/A Email: Xxxxxx_Xxxxx@xxxxxxxx.xxx If to the Advisor, at: Xxxxxx Xxxxx & Co. Inc. at Pzena Investment Management, LLC 000 Xxxx 00xx Xxxxxx 00xx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxxxxxx X. Xxxxx TelephoneXxxxxx, President Facsimile: (000-) 000-0000 FacsimileEmail: Xxxxxx@xxxxx.xxx The Trust consents to electronic delivery of any reports or other information that may be requested by the Trust or required to be delivered by the Advisor under this Agreement, or pursuant to Applicable Law, rule or regulation, including delivery of Part 2 of the Advisor's ADV and any updates thereto, and the Trust represents that it has the means to, and will access, such disclosures in electronic format. The Advisor shall provide the Trust with hard copies of any such disclosures upon request. The Trust may revoke this consent upon written notice to the Advisor. This Agreement may be amended by mutual consent, but the consent of the Trust must be approved (i) by a majority of those members of the Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person (or as otherwise permitted under the terms of an In-Person Exemptive Order) at a meeting called for the purpose of voting on such amendment, and (ii) to the extent required by the 1940 Act, by a vote of a majority of the outstanding voting securities of the Fund of the TrustFund. As used in this Section 1011, the terms "assignment," "interested persons," and "vote of a majority of the outstanding voting securities" will have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.

Duration; Termination; Notices; Amendment. This Agreement will become effective on the date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafter, only so long as this Agreement each such successive continuance is approved at least annually by votes of the Trust's Board of Trustees who are not parties to such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. In addition, the question of continuance of the Agreement may be presented to the shareholders of the 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 delivered, or mailed postpaid, to the other party as follows: If to the Fund, at: Vanguard Selected Value Fund X.X. Xxx 0000 Variable Insurance Funds -International Portfolio P.O. Box 2600 Valley Forge, PA 19482 Atxxxxxxx: Xxxxxxxxx Xxxxxx Xxxxx, XX 00000 AttentionXxxxx Xxxephone: Xxxxxx Xxxxxxx Telephone: 000610-000669-0000 5846 Facsimile: 000610-000503-0000 If to the Advisor5855 Xx xx xxx Xxviser, at: Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx Telephone: 000-000-0000 Facsimile: This Agreement Xxxxxxent 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 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 date hereof and will continue in effect for a period of two years one year 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 ’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 Selected Value Precious Metals and Mining Fund X.X. P.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000 Attention: Xxxxxx Jxxxxx X. Xxxxxxx Telephone: 000600-000-0000 Facsimile: 000600-000-0000 If to the Advisor, at: Xxxxxx Xxxxx & Co. Inc. 000 M&G Investment Management Limited Lxxxxxxx Xxxxxxxx Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx XxxxXxxxxx, XX 00000 XX0X OHH, England Attention: Xxxxxx X. Xxxxx Sxxxxxxx Xxxx Telephone: 000-000-000 0000 0000 Facsimile: 020 7548 3008 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 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 date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafter, only so long as this Agreement each such successive continuance is approved at least annually by votes of the Trust's Board of Trustees who are not parties to such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. In addition, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund, on thirty 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 delivered, or mailed postpaid, to the other party as follows: If to the Fund, at: Vanguard Selected Value MidCap Growth Fund X.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx X. Xxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 If to the AdvisorAdviser, at: Xxxxxx Xxxxx & Co. Provident Investment Counsel, Inc. 000 Xxxxx Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx XxxxXxxxxxxx, XX 00000 Xxxxxxxxxx 00000-0000 Attention: Xxxxxx X. Xxxxx X.X. Xxxxxxx, Xx. Telephone: 000-000-0000 Facsimile: 000-000-0000 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 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 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 thereafter, only so long as this Agreement each such successive continuance is approved at least annually by votes of the Trust's Board of Trustees who are not parties to such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. In addition, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund, on 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, addressed and delivered, or mailed postpaid, to the other party as follows: If to the Fund, at: Vanguard Selected Value Whitehall Funds - Vanguard International Explorer Fund X.X. Xxx 0000 Xxxxxx XxxxxP.O. Box 2600 Valley Forge, XX 00000 PA 19482 Attention: Xxxxxx Xxxxxxx TelephonePortfolio Review Gxxxx Xxxxxxxxx: 000-000-0000 FacsimileXxxxxxxle: 610-503-5855 If to the Adviser, at: Schrxxxx Xxxxxxxent Managemenx Xxxxx Xxxxica Inc. 875 Third Avenue 00xx Xxxor New York, New York 10022 Attention: Fraxxxx Xxxxx Xxxxxxxxx: 000-000-0000 If to the Advisor, at: Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx TelephoneXxxxxxxxx: 000-000001-0000 Facsimile: This Agreement may be amended by mutual consent3985 If tx xxx Xxx-Xxxiser, 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 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.at:

Duration; Termination; Notices; Amendment. This Agreement will become effective on the date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafterperiods, only so long as 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 Selected Value Windsor II Fund X.X. Xxx 0000 P.O. Box 2600 Xxxxxx Xxxxx, XX 00000 AttentionXxxxxxxxx: Xxxxxx Xxxxxxx TelephoneXoseph P. Brennan Xxxxxxxxx: 010-503-2042 Xxxxxxxxx: 010-503-5855 Xx xx xxx Xdvisor, at: Barrow, Hanley, Mewhinney & Strauss, Inc. XXXxxxan Chase Tower 2200 Ross Tower, 31st Floor Xxxxxx, TX 75201 Attn: James P. Barrow Xxxxx: 000-065-1900 Xxx: 000-000-0000 Facsimile: 000-000-0000 If to the Advisor, at: Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx Telephone: 000-000-0000 Facsimile: 7543 This Agreement may Agrxxxxxx xxx 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 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 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, 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. Upon termination of this Agreement, the Trust and the Fund shall honor any transactions undertaken by the Advisor on behalf of the Fund which are not completed at the time of termination. Any notice under this Agreement will be given in writing, addressed and delivered, or mailed postpaid, to the other party as follows: If to the Fund, at: Vanguard Selected Value Explorer Fund X.X. P.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000 Attention: Xxxxxx Jxxxxx X. Xxxxxxx Telephone: 000600-000-0000 Facsimile: 000600-000-0000 If to the Advisor, at: Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx XxxxAXA Rxxxxxxxx Investment Management LLC Oxxxxx Xxx, Xxxxxxxx X Xxxxxx, XX 00000 Attention: Xxxxxx Wxxxxxx X. Xxxxx Xxxxx, Chief Investment Officer Telephone: 000900-000-0000 Facsimile: 900-000-0000 With copy to: AXA Rxxxxxxxx Global Services LLC 4 Xxxxxx Xxx, Xxxxxxxx X Xxxxxx, XX 00000 Attention: Legal Counsel Facsimile: 900-000-0000 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 TrustFund. 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 date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafterperiods, only so long as 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 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 Selected Value PRIMECAP Core Fund X.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000 Attention: Xxxxxx X. Xxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 If to the Advisor, at: Xxxxxx XXXXXXXX Xxxxxxxxxx Company 000 Xxxxx & Co. Inc. Xxxx Xxxxxx, Xxxxx 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx XxxxXxxxxxxx, XX 00000 Attention: Xxxxxx Xxxx X. Xxxxx Xxxxxxxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 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 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 date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafterperiods, only so long as this Agreement each such continuance specifically is approved at least annually by votes of the Trust's Board of Trustees, including a majority of those Trustees who are not parties to such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. In addition, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund, on 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 Selected Value Variable Insurance Fund Balanced Portfolio X.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000 Attention: Xxxxxx X. Xxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 If to the Advisor, at: Wellington Management Company, LLP 00 Xxxxx Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx XxxxXxxxxx, XX 00000 Attention: Xxxxxx X. Xxxx Xxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 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 TrustFund. 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 date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafter, only so long as this Agreement each such successive continuance is approved at least annually by votes of the Trust's Board of Trustees who are not parties to such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. In addition, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund, on thirty 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 delivered, or mailed postpaid, to the other party as follows: If to the Fund, at: Vanguard Selected Value MidCap Growth Fund X.X. Xxx 0000 Xxxxxx XxxxxP.O. Box 2600 Valley Forge, XX 00000 PA 19482 Attention: Xxxxxx Xxxxxxx Telephone____________ Xxxxxxxxx: 000-___-____ Facsimile: 610-___-____ If to the Adviser, at: Provident Investment Counsel, Inc. 300 North Lake Avenue Pasadena, California 91101-4106 Xxxxxxxxx: ____________ Xxxxxxxxx: 000-000-0000 Facsimile: 000626-000578-0000 If to the Advisor, at: Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx Telephone: 000-000-0000 Facsimile: 6457 This Agreement may be amended mxx xx xxxxxxd by mutual consent, but the consent xxx xxx xxxsent 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 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 and the terms and conditions herein shall become effective on the date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafterperiods, only so long as this Agreement each such continuance specifically is approved at least annually by votes of the Trust's Board of Trustees, including a majority of those Trustees who are not parties to such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. In addition, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund, on thirty sixty 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 Selected Value Explorer Fund X.X. P.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000 Attention: Xxxxxx Sxxx X. Xxxxxxx Telephone: 000600-000-0000 Facsimile: 000600-000-0000 If to the Advisor, at: Xxxxxx Chartwell Investment Partners 1000 Xxxxxxxxx Xxxxx, Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx XxxxXxxxxx, XX 00000 Attention: Xxxxxx X. G. Gxxxxxx Xxxxx Telephone: (000-) 000-0000 Facsimile: (000) 000-0000 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 TrustFund. 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 and the terms and conditions herein shall become effective on the date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafterperiods, only so long as this Agreement each such continuance specifically is approved at least annually by votes of the Trust's Board of Trustees, including a majority of those Trustees who are not parties to such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. In addition, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund, on thirty sixty 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 Selected Value Explorer Fund X.X. P.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000 Attention: Xxxxxx Jxxxxx X. Xxxxxxx Telephone: 000600-000-0000 Facsimile: 000600-000-0000 If to the Advisor, at: Xxxxxx Chartwell Investment Partners 1000 Xxxxxxxxx Xxxxx, Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx XxxxXxxxxx, XX 00000 Attention: Xxxxxx X. G. Gxxxxxx Xxxxx Telephone: (000-) 000-0000 Facsimile: (000) 000-0000 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 TrustFund. 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 date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafterperiods, only so long as 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 Selected Value Windsor II Fund X.X. Xxx 0000 Xxxxxx XxxxxP.O. Box 2600 Valley Forge, XX 00000 AttentionXxxxxxxxx: Xxxxxx Xxxxxxx TelephoneX. Xxxxnan Telephonx: 000-000-0000 FacsimileXacsimile: 000610-000-0000 If to the AdvisorAdxxxxx, atxx: Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xquinox Capital Management, LLC 590 Madison Avenue, 8th Flxxx Xxx Xxxx, XX 00000 AttentionXxxx: Xxxxxx X. Xxxxx TelephoneXxxxxx Xxone: 000210-000-0000 FacsimileXxx: This Agreement may be amended 212-754-0000 Xxxx Agreemxxx xxx xx xmended 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 the majority of the outstanding voting securities of the Fund 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 date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafter, only so long as this Agreement each such continuance 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 Selected Value Windsor II Fund X.X. Xxx 0000 Xxxxxx XxxxxP.O. Box 2600 Valley Forge, XX 00000 PA 19482 Attention: Xxxxxx X. Xxxxxxx TelephoneXxxxxxxxx: 000-003-2042 Facsimxxx: 000-000-0000 Facsimile0005 If to the Xxxxxxx, xx: Lazard Assxx Xxxxxxxxxt LLC 30 Rockefeller Plaza 59th Floor New York, New York 10112 Xxxxxxxxx: Xxxxxxx Xxxxxxx Xxxxxxxxx: 000-000-0000 If to the Advisor, at: Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx Telephone: 000-000-0000 6621 Facsimile: 212-332-1703 This Agreement may be amended by mutual amxxxxx xx xxxual consent, but the consent of the Trust consexx xx xxx Xxust must be approved (i) by a majority of those members of the Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such amendment, and (ii) to the extent required by the 1940 Act, by a vote of a majority of the outstanding voting securities of the Fund of the TrustFund. As used in this Section 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 date hereof and will continue in effect for a period of two years thereafter, thereafter and shall continue in effect for successive twelve-month periods thereafter, only so long as this Agreement each such continuance specifically is approved at least annually by 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 deliveredis deemed to have been provided upon receipt of the same at their respective addresses set forth below. All written notices required or permitted to be given under this Agreement will be delivered by personal service, by postage mail return receipt requested or mailed postpaidby facsimile machine, to the other party e-mail or a similar means of same delivery which provides evidence of receipt (with a confirming copy by mail as follows: set forth herein). If to the Fund, at: at Vanguard Selected Value Global Equity Fund X.X. Xxx 0000 Xxxxxx XxxxxXxxxxxxxxxxx Xxxx, XX Xxxxx 000 Xxxxxxx, XX, 00000 Attention: Xxxxxx Xxxxxxx Xxxxx, LOKR Telephone: 000-000-0000 Fax: N/A Email: Xxxxxx_Xxxxx@xxxxxxxx.xxx If to the Advisor, at Wellington Management Company LLP 000 Xxxxxxxx Xx. Xxxxxx, XX 00000 Attention: Legal and Compliance Facsimile: 000-000-0000 If Email: Vanguard_WellingtonRelationshipTeam@ xxxxxxxxxx.xxx The Trust consents to electronic delivery of any reports or other information that may be requested by the Trust or required to be delivered by the Advisor under this Agreement, or pursuant to Applicable Law, rule or regulation, including delivery of Part 2 of the Advisor's ADV and any updates thereto, and the Trust represents that it has the means to, and will access, such disclosures in electronic format. The Advisor shall provide the Trust with hard copies of any such disclosures upon request. The Trust may revoke this consent upon written notice to the Advisor, at: Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx Telephone: 000-000-0000 Facsimile: . This Agreement may be amended by mutual consent, but the consent of the Trust must be approved (i) by a majority of those members of the Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person (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 of the TrustFund. As used in this Section 1011, the terms "assignment," "interested persons," and "vote of a majority of the outstanding voting securities" will have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.

Duration; Termination; Notices; Amendment. This Agreement will become effective on the date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafterperiods, only so long as this Agreement each such continuance specifically is approved at least annually by votes of the Trust's Board of Trustees, including a majority of those Trustees who are not parties to such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. In addition, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund, on 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 Selected Value Energy Fund X.X. Xxx 0000 P.O. Box 2600 Xxxxxx Xxxxx, XX 00000 AttentionXxxxxxxxx: Xxxxxx Xxxxxxx TelephoneJoseph P. Brennan Xxxxxxxxx: 000610-000503-0000 Facsimile2042 Xxxxxxxxx: 000610-000503-0000 If to the 5855 Xx xx xxx Advisor, at: Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx XxxxWellington Management Company, LLP 75 State Street Xxxxxx, XX 00000 AttentionXxxxxxxxx: Xxxxxx X. Xxxxx TelephoneJohn Bruno Xxxxxxxxx: 000617-000790-0000 Facsimile7262 Xxxxxxxxx: This Agreement 617-204-7262 Thix Xxxxxxxxx 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 TrustFund. 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 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 Selected Value Precious Metals and Mining Fund X.X. Xxx 0000 Xxxxxx XxxxxP.O. Box 2600 Valley Forge, XX 00000 PA 19482 Attention: Xxxxxx Josxxx X. Xxxxxxx TelephoneXxxxxxxxx: 000-000-0000 0042 Facsimile: 000-000-0000 If to the AdvisorAdvxxxx, atxx: Xxxxxx Xxxxx & Co. Inc. 000 M&G Investmenx Xxxxxxxxxx Limited Laurence Pountney Hill London, EC4R OHH, England Atxxxxxxx: Xxxxxxxx Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 AttentionXxxxxxxxx: Xxxxxx X. Xxxxx Telephone04-207-548-3609 Facsimile: 00-000-000-0000 Facsimile: 0008 This Agreement may be amended by max xx xxxxxxx xx mutual consent, but the consent of the txx xxxxxxx xx xhe 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 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 date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafterperiods, only so long as this Agreement each such continuance specifically is approved at least annually by votes of the Trust's Board of Trustees, including a majority of those Trustees who are not parties to such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. In addition, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund, on 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 Selected Value Variable Insurance Fund X.X. Xxx 0000 Xxxxxx XxxxxGrowth Portfolio P.O. Box 2600 Valley Forge, XX 00000 AttentionXxxxxxxxx: Xxxxxx Xxxxxxx TelephoneX. Xxxxxan Xxxxxxxxx: 000010-503-2042 Facsimile: 610-000-0000 Facsimile: 000-000-0000 If to the AdvisorXx xx xxx Xdvisor, at: Xxxxxx Xxxxx & Co. Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx AllianceBernstein L.P. 1345 Avenue of the Americas Xxx Xxxx, XX 00000 AttentionXxxxxxxxx: Xxxxxx X. Xxxxx TelephoneXouis T. Mangan Xxxxxxxxx: 000012-000823-0000 Facsimile2815 Xxxxxxxxx: 012-823-2770 This Agreement may Xxxxxxxxx xay 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 TrustFund. 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 date hereof first written above and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafter, only so long as this Agreement is approved at least annually by votes of the Trust's ’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 Selected Value Fund Whitehall Funds X.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000 Attention: Xxxxxx Xxxx X. Xxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 If to the Advisor, at: Xxxxxx Chartwell Investment Partners 0000 Xxxxxxxxx Xxxxx & Co. Inc. Xxxxx 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx XxxxXxxxxx, XX 00000 Attention: Xxx Xxxxxx X. Xxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 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 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.