0000932471-06-001757 Sample Contracts

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 21st, 2006 • Vanguard Whitehall Funds • Delaware

THIS AGREEMENT is made as of this 1st day of May, 2006, between the VANGUARD WHITEHALL FUNDS, a Delaware business trust (the "Trust"), and BARROW, HANLEY, MEWHINNEY & STRAUSS, INC., a Nevada corporation (the "Advisor").