Vanguard Growth Equity Fund
Investment Advisory Agreement Addendum
Effective July 1, 2006
This Addendum amends Section 4 of the Investment Advisory Agreement dated June
1, 2000, between Vanguard Fenway Funds (the "Trust") and Xxxxxx Investment
Partners, Inc. ("Xxxxxx," or the "Advisor") for the management of Vanguard
Growth Equity Fund, a series of the Trust (the "Fund"), as follows:
A. AMENDMENT
The following shall replace the first paragraph of 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 Fund's average daily net
assets for the quarter:
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ANNUAL PERCENTAGE RATE SCHEDULE
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AVERAGE DAILY NET ASSETS ANNUAL PERCENTAGE RATE
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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.
XXXXXX INVESTMENT PARTNERS, INC. VANGUARD FENWAY FUNDS
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Signature Date Signature Date
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