VANGUARD WINDSOR II FUND
INVESTMENT ADVISORY AGREEMENT ADDENDUM
EFFECTIVE MAY 1, 2006
This Addendum amends Section 13.1 of Schedule A of the Investment Advisory
Agreement dated December 1, 2003 between Vanguard Windsor Funds (the "Trust")
and Hotchkis and Wiley Capital Management, LLC ("H&W," 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
1.1. CALCULATION OF THE BASE FEE. The Base Fee for each fiscal quarter of the
Fund is calculated by multiplying an Annual Percentage Rate (shown below) to the
average daily net assets of the H&W Portfolio during such fiscal quarter, and
dividing the result by four. The Fund's fiscal quarter ends are the months
ending January, April, July, and October.
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 H&W 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.
HOTCHKIS AND WILEY CAPITAL VANGUARD WINDSOR FUNDS
MANAGEMENT, LLC
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