INVESTMENT ADVISORY AGREEMENT



     AGREEMENT  made as of the 29th day of June,  2002, and amended and restated

this 1st day of August,  2006,  between  Vanguard  Whitehall  Funds,  a Delaware

statutory trust (the "Trust"),  and Schroder Investment Management North America

Inc., a Delaware corporation (the "Advisor").



                               W I T N E S S E T H



     WHEREAS,  the  Trust  is an  open-end,  diversified  management  investment

company  registered  under the  Investment  Company Act of 1940, as amended (the

"1940 Act"); and



     WHEREAS,   the  Trust   offers  a  series  of  shares   known  as  Vanguard

International Explorer Fund (the "Fund"); and



     WHEREAS,  the Trust  desires  to retain the  Advisor  to render  investment

advisory  services  to the Fund,  and the  Advisor  is  willing  to render  such

services.



     NOW THEREFORE, in consideration of the mutual promises and undertakings set

forth in this Agreement, the Trust and the Advisor hereby agree as follows:



     1.  APPOINTMENT  OF  ADVISOR.  The Trust  hereby  employs  the  Advisor  as

investment  advisor,  on the terms and  conditions  set  forth  herein,  for the

portion of the assets of the Fund that the Trust's Board of Trustees (the "Board

of Trustees")  determines in its sole discretion to assign to the Advisor,  from

time to time  (referred to in this  Agreement as the "Schroder  Portfolio"),  as

communicated  to the Advisor on behalf of the Board of Trustees by The  Vanguard

Group,  Inc.  ("Vanguard").  The Board of Trustees may, from time to time,  make

additions  to, and  withdrawals  from,  the assets of the Fund  assigned  to the

Advisor.  The Advisor  accepts such employment and agrees to render the services

herein set forth, for the compensation herein provided.



     2.  DUTIES OF  ADVISOR.  The  Trust  employs  the  Advisor  to  manage  the

investment  and  reinvestment  of the  assets  of  the  Schroder  Portfolio;  to

continuously  review,  supervise,  and administer an investment  program for the

Schroder  Portfolio;  to  determine  in  its  discretion  the  securities  to be

purchased  or sold and the  portion  of such  assets to be held  uninvested;  to

provide the Fund with all records  concerning the activities of the Advisor that

the Fund is required to maintain;  and to render regular  reports to the Trust's

officers  and  Board of  Trustees  concerning  the  discharge  of the  foregoing

responsibilities.  The Advisor will  discharge  the  foregoing  responsibilities

subject to the supervision  and oversight of the Trust's  officers and the Board

of Trustees, and in compliance with the objective, policies, and limitations set

forth in the Fund's  prospectus  and  Statement of Additional  Information,  any

additional  operating  policies or procedures that the Fund  communicates to the

Advisor in writing,  and applicable laws and regulations.  The Advisor agrees to

provide, at its own expense,  the office space,  furnishings and equipment,  and

personnel  required  by it to  perform  the  services  on the  terms and for the

compensation provided herein.



     3. SECURITIES TRANSACTIONS. The Advisor is authorized to select the brokers

or dealers that will execute  purchases and sales of securities for the Schroder

Portfolio,  and is directed to use its best efforts to obtain the best available



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price and most favorable execution for such transactions consistent with Section

28(e) of the Securities  Exchange Act of 1934,  and subject to written  policies

and procedures provided to the Advisor. The Advisor will promptly communicate to

the  Trust's  officers  and  Board of  Trustees  such  information  relating  to

portfolio transactions as they may reasonably request.



     4.  COMPENSATION  OF  ADVISOR.  For  services to be provided by the Advisor

pursuant to this  Agreement,  the Fund will pay to the Advisor,  and the Advisor

agrees to accept as full compensation  therefore,  an investment advisory fee at

the rate specified in Schedule A to this  Agreement.  The fee will be calculated

based on annual  percentage rates applied to the average daily net assets of the

Schroder  Portfolio  and will be paid to the  Advisor  quarterly.  Further,  the

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