VANGUARD WINDSOR II FUND
INVESTMENT ADVISORY AGREEMENT ADDENDUM
EFFECTIVE MAY 1, 2006
This Addendum amends Section 1.1 of Schedule A of the Investment Advisory
Agreement dated December 19, 2005 between Vanguard Windsor Funds (the "Trust")
and Equinox Capital Management, LLC ("Equinox," 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 Equinox 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 Equinox 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.
EQUINOX CAPITAL MANAGEMENT, LLC VANGUARD WINDSOR FUNDS
Xxxxx X. Xxx 6/8/06 Xxxx X. Xxxxxxx 6/5/06
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Signature Date Signature Date
XXXXX X. XXX XXXX X. XXXXXXX
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