Vanguard Growth and Income Fund
Investment Advisory Agreement Addendum
Effective July 1, 2006
This Addendum amends Section 7 of the Investment Advisory Agreement dated April
1, 1996, and amended May 1, 1998, between Vanguard Quantitative Funds (fka,
Vanguard Quantitative Portfolios, Inc.) (the "Trust"), and Franklin Portfolio
Associates, LLC ("FPA," or the "Advisor") for the management of Vanguard Growth
and Income Fund, a series of the Trust (the "Fund"), as follows:
A. AMENDMENT
The following shall replace the first paragraph of Section 7 of the Agreement in
its entirety:
7. COMPENSATION OF THE ADVISOR. For 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 FPA Portfolio's average
daily net assets for the quarter:
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ANNUAL PERCENTAGE RATE SCHEDULE
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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.
FRANKLIN PORTFOLIO ASSOCIATES, LLC VANGUARD QUANTITATIVE FUNDS
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Signature Date Signature Date
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