AMENDMENT NO. 1 TO INVESTMENT ADVISORY AGREEMENTS 

This AMENDMENT NO. 1, effective as of October 1, 2019, (this “Amendment”) to each Investment Advisory Agreement by and between each investment company (each, a “Trust”) listed on Schedule A hereto (“Schedule A”), on behalf of its respective series listed on Schedule A (each, a “Fund”), and Lazard Asset Management LLC (the “Advisor”). 

WITNESSETH: 

WHEREAS, the parties hereto have entered into each Investment Advisory Agreement listed on Schedule A, dated as of the respective date listed on Schedule A (each, an “Agreement”), pursuant to which the Advisor has agreed to render investment advisory services to the respective Fund; and 

WHEREAS, each Agreement may be amended by mutual consent; and  

WHEREAS, the parties desire to modify each Agreement’s Proxy Policy section listed on Schedule A (each, a “Proxy Policy Section”);   

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto, intending to be legally bound, hereby agree as follows: 

1.Defined Terms.  Unless otherwise defined herein, capitalized terms in this Amendment shall have the meanings assigned in the respective Agreement. 

2.Amendment of Agreement.  As of the date of this Amendment, or such later date as may be determined by a Fund, the language following “Proxy Policy.” in each Proxy Policy Section of each Agreement is hereby deleted and replaced with the following:  

The Advisor shall vote proxies solicited by or with respect to the issuers of securities in which the Lazard Portfolio may be invested in accordance with the Advisor’s proxy voting policies and procedures in a manner that complies with applicable law and regulations, and any additional operating policies or procedures that the Fund communicates to the Advisor in writing. 

3.No Other Modifications.  Except as specifically modified hereby, each Agreement remains in full force and effect. 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first set forth herein. 

LAZARD ASSET MANAGEMENT LLC 

By: /s/Nathan A. Paul____________ 

Name:  Nathan A. Paul 

Title: Chief Business Officer 

Vanguard Trustees' Equity Fund 

Vanguard WINDSOR FundS 

Each On behalf of Its series  

Set forth on Exhibit A attached hereto 

By: /s/Mortimer J. Buckley___________ 

Name:  Mortimer J. Buckley 

Title:   Chairman and Chief Executive Officer 

Schedule A-- Investment Advisory Agreements 

Dated	Trust	Fund	Proxy Policy Section
7/24/2006	Vanguard Trustees’ Equity Fund	Vanguard International Value Fund	13
1/9/2007	Vanguard Windsor Funds	Vanguard Windsor II Fund	13