VANGUARD WELLESLEY INCOME FUND
INVESTMENT ADVISORY AGREEMENT ADDENDUM
EFFECTIVE JULY 1, 2006
This Addendum amends Section 4 of the Investment Advisory Agreement dated July
1, 2005, between Vanguard Wellesley Income Fund (the "Fund") and Wellington
Management Company, LLP ("Wellington") for the management of the Fund, as
follows:
A. Amendment
The following shall replace the first paragraph of Section 4 of the Agreement in
its entirety:
7. Compensation of Advisor. For services rendered to this Agreement, the Fund
shall pay to the Advisor at the end of each 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 Wellington Portfolio
for the quarter:
------------------------------------- -------------------------------
Average Net Assets Annual Percentage Rate
------------------------------------- -------------------------------
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 Fund 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. In particular, and notwithstanding Section A of this Amendment, the
performance adjustment will continue to be applied to an asset-base that is
calculated using the average month-end net assets over the applicable
performance period.
Wellington Management Vanguard Wellesley Income Fund
Corporation, LLP
________________________ __________ ________________________ ___________
Signature Date Signature Date
________________________ ________________________
Print Name Print Name
