VANGUARD WINDSOR II FUND
INVESTMENT ADVISORY AGREEMENT ADDENDUM
EFFECTIVE MAY 1, 2006
This Addendum amends the first paragraph of section 4 of the Investment Advisory
Agreement dated November 1, 1991 between Vanguard Windsor Funds (the "Trust")
and Tukman Capital Management, Inc. ("Tukman," or the "Advisor") for the
management of a portion of Vanguard Windsor II Fund (the "Fund"), a series of
the Trust, as follows:
A. AMENDMENT
4. COMPENSATION OF ADVISOR. For the services to be rendered by Tukman as
provided in this Agreement, Windsor II shall pay to Tukman at the end of the
Fund's fiscal quarters, a basic fee calculated by applying a quarterly rate,
based on the following annual percentage rates, to the average daily net assets
of the Tukman Portfolio for the quarter:
In the event of termination of this Agreement, the fee provided in this Section
for the period beginning on the first day of the then-current fiscal quarter and
ending on the last business day on which this Agreement is in effect (the "Short
Quarter") shall be calculated by applying the foregoing annual percentage rates
to the average daily net assets of the Tukman Portfolio during the Short
Quarter, dividing the result by four, and multiplying that figure by a ratio
equal to the number of days in the Short Quarter divided by the total number of
days in the full quarter.
B. MISCELLANEOUS
Except as specifically amended hereby, all of the terms and conditions of the
Investment Advisory Agreement are unaffected and shall continue to be in full
force and effect and shall be binding upon the parties in accordance with its
terms.
TUKMAN CAPITAL MANAGEMENT, INC. VANGUARD WINDSOR FUNDS
Xxxxxx Xxxxxxxx 6/9/06 Xxxx X. Xxxxxxx 6/5/06
-------------------------- -------- --------------------- -------
Signature Date Signature Date
XXXXXX XXXXXXXX XXXX X. XXXXXXX
-------------------------- ---------------------
Print Name Print Name
