Vanguard Equity Income Fund
Investment Advisory Agreement Addendum
Effective July 1, 2006
This Addendum amends certain sections of the Investment Advisory Agreement dated
January 1, 2000, between Vanguard Fenway Funds (the "Trust"), on behalf of
Vanguard Equity Income Fund (the "Fund"), and Wellington Management Company, LLP
("Wellington," or the "Advisor") as follows:
A. AMENDMENT TO SECTION 2 (DUTIES OF ADVISOR)
The following sentence shall be added to the end of Section 2 of the Agreement:
The Advisor is prohibited from consulting with other advisors of the Fund
concerning transactions for the Fund in securities or other assets.
B. AMENDMENT TO SECTION 4 (COMPENSATION OF ADVISOR)
The following shall replace the first paragraph Section 4 of the Agreement in
its entirety:
4. COMPENSATION OF ADVISOR. For the services to be rendered by the Advisor as
provided in this Agreement, the Fund shall pay to the Advisor 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 Wellington Portfolio's
average daily net assets for the quarter:
C. 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 B 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 COMPANY, LLP VANGUARD FENWAY FUNDS
/s/ Xxxxxxxx X. Xxxxxx 10/11/06 /s/ Xxxx X. Xxxxxxx
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Signature Date Signature Date
Xxxxxxxx X. Xxxxxx Xxxx X. Xxxxxxx
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Print Name Print Name
