AMENDMENT NO. 1 TO THE INVESTMENT ADVISORY AGREEMENT
AMENDMENT NO. 1 TO THE INVESTMENT ADVISORY AGREEMENT
This AMENDMENT NO. 1, effective as of October 1, 2019, (this “Amendment”) to the Investment Advisory Agreement by and between Vanguard Windsor Funds (the “Trust”), on behalf of its series Vanguard Windsor II Fund (the “Fund”) and Hotchkis and Wiley Capital Management, LLC (the “Advisor”).
WHEREAS, the parties hereto have entered into an Investment Advisory Agreement dated as of December 1, 2003 (the “Agreement”), pursuant to which the Advisor has agreed to render investment advisory services to the Fund; and
WHEREAS, the Agreement may be amended by mutual consent; and
WHEREAS, the parties desire to modify the Proxy Policy section of the Agreement;
HOTCHKIS AND WILEY CAPITAL MANAGEMENT, llc
By: /s/Xxxx Xxxxx Lopez________________
Name: Xxxx Xxxxx Xxxxx
Title: Chief Operating Officer
By: /s/Xxxxxxxx X. Xxxxxxx_____________
Name: Xxxxxxxx X. Xxxxxxx
Title: Chairman and Chief Executive Officer