<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT (NO. 2-52698) UNDER
THE SECURITIES ACT OF 1933
PRE-EFFECTIVE AMENDMENT NO. [X]
POST-EFFECTIVE AMENDMENT NO. 52 [X]
AND
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940
AMENDMENT NO. 54 [X]
VANGUARD MONEY MARKET RESERVES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
P.O. BOX 2600, VALLEY FORGE, PA 19482
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)
REGISTRANT'S TELEPHONE NUMBER (610) 669-1000
RAYMOND J. KLAPINSKY, ESQUIRE
P.O. BOX 876
VALLEY FORGE, PA 19482
IT IS PROPOSED THAT THIS AMENDMENT BECOME EFFECTIVE:
on March 26, 1997, pursuant to paragraph (b) of Rule 485 of the Securities Act
of 1933.
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
As soon as practicable after this Registration Statement becomes effective.
WE HAVE ELECTED TO REGISTER AN INDEFINITE NUMBER OF SHARES PURSUANT TO
REGULATION 24f-2 UNDER THE INVESTMENT COMPANY ACT OF 1940. WE FILED OUR RULE
24f-2 NOTICE FOR THE PERIOD ENDED NOVEMBER 30, 1996 ON JANUARY 31, 1997.
================================================================================
<PAGE> 2
VANGUARD MONEY MARKET RESERVES, INC.
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
FORM N-1A
ITEM NUMBER LOCATION IN PROSPECTUS
<C> <S> <C>
Item 1. Cover Page.................................... Cover Page
Item 2. Synopsis...................................... Highlights
Item 3. Condensed Financial Information............... Financial Highlights
Item 4. General Description of Registrant............. Investment Strategies; Investment
Limitations; Investment Policies;
General Information
Item 5. Management of the Fund........................ Management of the Fund; The Funds and
Vanguard
Item 6. Capital Stock and Other Securities............ Investing with Vanguard; Buying
Shares; Redeeming Shares; Share
Price; Dividends and Taxes; General
Information
Item 7. Purchase of Securities Being Offered.......... Cover Page; Investing with Vanguard;
Buying Shares
Item 8. Redemption or Repurchase...................... Redeeming Shares
Item 9. Pending Legal Proceedings..................... Not Applicable
<CAPTION>
FORM N-1A LOCATION IN STATEMENT
ITEM NUMBER OF ADDITIONAL INFORMATION
<C> <S> <C>
Item 10. Cover Page.................................... Cover Page
Item 11. Table of Contents............................. Cover Page
Item 12. General Information and History............... Investment Objectives and Policies
Item 13. Investment Objective and Policies............. Investment Objectives and Policies;
Investment Limitations
Item 14. Management of the Fund........................ Management of the Fund
Item 15. Control Persons and Principal Holders of
Securities.................................... Management of the Fund
Item 16. Investment Advisory and Other Services........ Management of the Fund
Item 17. Brokerage Allocation.......................... Not Applicable
Item 18. Capital Stock and Other Securities............ Financial Statements
Item 19. Purchase, Redemption and Pricing of Securities
Being Offered................................. Purchase of Shares; Redemption of
Shares;
Item 20. Tax Status.................................... Appendix
Item 21. Underwriters.................................. Not Applicable
Item 22. Calculations of Yield Quotations of Money
Market Fund................................... Calculation of Yield.
Item 23. Financial Statements.......................... Financial Statements
</TABLE>
<PAGE> 3
[COVER OF A SHIP]
VANGUARD MONEY
MARKET PORTFOLIOS
Prospectus
March 26, 1997
- ----------
VANGUARD MONEY
MARKET RESERVES
- - PRIME PORTFOLIO
- - FEDERAL PORTFOLIO
VANGUARD TREASURY
MONEY MARKET
PORTFOLIO
This prospectus contains financial data for the Portfolios through the fiscal
year ended November 30, 1996.
[THE VANGUARD GROUP LOGO]
<PAGE> 4
VANGUARD MONEY MARKET RESERVES,
VANGUARD TREASURY MONEY MARKET PORTFOLIO Money Market Mutual Funds
CONTENTS
Portfolio Expenses 3
Financial Highlights 5
A Word About Risk 7
The Portfolios'
Objectives 7
Who Should Invest 7
Investment Policies 8
Investment Limitations 11
Investment
Performance 11
Share Price 13
Dividends and Taxes 13
The Funds and
Vanguard 13
Investment Adviser 14
General Information 14
Investing
with Vanguard 15
Services and
Account Features 15
Types of Accounts 16
Distribution Options 17
Buying Shares 17
Redeeming Shares 19
Fund and Account Updates 22
Prospectus Postscript 23
Risk Quiz 24
Glossary Inside Back Cover
INVESTMENT OBJECTIVES AND POLICIES
Vanguard Money Market Reserves, Inc. is a diversified, open-end investment
company that consists of two separate Portfolios: Federal and Prime. The
Treasury Money Market Portfolio is part of Vanguard Treasury Fund, which is a
diversified, open-end investment company as well.
Each Portfolio seeks to provide current income and to maintain
liquidity and a stable share price of $1.00. Each Portfolio focuses on specific
high-quality, short-term money market instruments, such as securities backed by
the full faith and credit of the U.S. government, securities issued by U.S.
government agencies, or obligations issued by corporations and financial
institutions.
IT IS IMPORTANT TO NOTE THAT EACH PORTFOLIO SEEKS TO MAINTAIN, BUT DOES
NOT GUARANTEE, A STABLE NET ASSET VALUE OF $1.00 PER SHARE. IN ADDITION, NONE OF
THE PORTFOLIOS' SHARES IS GUARANTEED OR INSURED BY THE FDIC, THE U.S.
GOVERNMENT, OR ITS AGENCIES.
FEES AND EXPENSES
The Portfolios are offered on a no-load basis, which means that you pay no sales
commissions or 12b-1 marketing fees. You will, however, incur expenses for
investment advisory, management, administrative, and distribution services,
which are included in each Portfolio's expense ratio.
ADDITIONAL INFORMATION ABOUT THE PORTFOLIOS
Statements of Additional Information (dated March 26, 1997) containing more
information about the Portfolios are, by reference, part of this prospectus and
may be obtained without charge by writing to Vanguard or by calling our Investor
Information Department at 1-800-662-7447.
The Prime Portfolio features two, separate classes of shares. For
investments of $10 million or more, the Portfolio offers Prime Portfolio
Institutional Shares (available through a separate prospectus). Prime Portfolio
Shares and Prime Portfolio Institutional Shares do not have the same expenses;
as a result, the performance of these separate classes could differ.
WHY READING THIS PROSPECTUS IS IMPORTANT
This prospectus explains the objectives, risks, and policies of the three
Portfolios. To highlight terms and concepts important to mutual fund investors,
we have provided "Plain Talk" explanations along the way. Reading the prospectus
will help you to decide whether one of the Portfolios is the right investment
for you.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
<PAGE> 5
PORTFOLIO PROFILE Vanguard Money Market Reserves
Vanguard Treasury Money Market Portfolio
WHO SHOULD INVEST (page 7)
- - Investors seeking a money market mutual fund as part of a balanced and
diversified investment program.
- - Investors uncomfortable with share-price fluctuations.
- - Investors seeking current income.
- - Investors needing a temporary holding place for a portion of their
assets.
WHO SHOULD NOT INVEST
- - Investors seeking growth of their investment over time.
- - Investors looking for a fund that invests in stocks or bonds.
RISKS OF THE PORTFOLIOS (pages 7 - 10)
Each Portfolio is subject to income risk (the chance that falling short-term
interest rates will cause the Portfolios' income -- and thus the Portfolios'
return -- to decline) and manager risk (the chance that poor security selection
will cause a Portfolio to lag similar funds). In addition, while the credit
quality of all three Portfolios is expected to be very high, each Portfolio is
subject to some degree of credit risk (the chance that the issuer of a security
will be unable to pay interest and principal in a timely manner). More detailed
information about risk -- including risks specific to each Portfolio -- is
provided beginning on page 8.
DIVIDENDS (page 13)
Dividends are declared daily and paid on the first business day of each month.
INVESTMENT ADVISER (page 14)
Vanguard Fixed Income Group, Valley Forge, PA, manages each of the three
Portfolios.
Minimum Initial Investment for Each Portfolio: $3,000; $1,000 for IRAs and
custodial accounts for minors
ACCOUNT FEATURES (pages 15 - 19)
- - Telephone Redemption
- - Checkwriting
- - Vanguard Direct Deposit Service(sm)
- - Vanguard Automatic Exchange Service(sm)
- - Vanguard Fund Express(R)
- - Vanguard Dividend Express(sm)
AVERAGE ANNUAL TOTAL RETURNS --
PERIODS ENDED NOVEMBER 30, 1996
<TABLE>
<CAPTION>
1 YEAR 5 YEARS 10 YEARS
-----------------------------------
<S> <C> <C> <C>
Treasury Money
Market Portfolio* 5.1% 4.1% 5.6%
Lipper U.S. Treasury Money
Market Average 4.8 3.9 5.4
Federal Portfolio 5.2% 4.3% 5.8%
Lipper U.S. Government
Money Market Average 4.8 3.9 5.4
Prime Portfolio 5.3 4.4 6.0
Lipper Non-Government
Money Market Average 4.8% 3.9% 5.5%
- --------------------------------------------------------------------------------
</TABLE>
*Formerly known as Vanguard Money Market Reserves - U.S. Treasury Portfolio.
In evaluating past performance, remember that it is not indicative of future
performance. Performance figures include the reinvestment of any dividends. The
returns shown are net of expenses, but they do not reflect income taxes an
investor would have incurred. An investment in a money market fund is neither
insured nor guaranteed by the U.S. government, and there is no assurance that
the fund will be able to maintain a stable net asset value of $1.00 per share.
1
<PAGE> 6
PORTFOLIO PROFILE (continued) Vanguard Money Market Reserves
Vanguard Treasury Money Market Portfolio
<TABLE>
<CAPTION>
TREASURY
MONEY MARKET* FEDERAL PRIME
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Inception Date: 12/2/96 7/13/81 6/4/75
Net Assets as of 11/30/96: $2.92 billion $3.10 billion $22.22 billion
Expense Ratio for the Year
Ended 11/30/96: 0.32% 0.32% 0.32%
Fees
Loads, 12b-1 Marketing Fees: None None None
Suitable for IRAs: Yes Yes Yes
Newspaper Abbreviation:** VangTrsy VangFdl VangPr
Vanguard Fund Number: 050 033 030
- -------------------------------------------------------------------------------------------------
</TABLE>
*On 12/2/96, Vanguard Money Market Reserves - U.S. Treasury Portfolio was
reorganized as a separate portfolio of Vanguard Treasury Fund and renamed the
Treasury Money Market Portfolio.
**Money market portfolios are listed separately from the daily mutual fund
listings.
2
<PAGE> 7
PORTFOLIO EXPENSES
The examples below are designed to help you understand the various costs you
would bear, directly or indirectly, as an investor in one of the Portfolios.
As noted in this table, you do not pay fees of any kind when you buy,
sell, or exchange shares of any Portfolio:
SHAREHOLDER TRANSACTION EXPENSES
Sales Load Imposed on Purchases: None
Sales Load Imposed on Reinvested Dividends: None
Redemption Fees: None
Exchange Fees: None
The next table illustrates the operating expenses that you would incur
as a shareholder of each Portfolio. These expenses are deducted from the
Portfolio's income before it is paid to you. Expenses include investment
advisory fees as well as the costs of maintaining accounts, administering the
Portfolios, providing shareholder services, and other activities. The expenses
shown in the table are based upon expenses incurred in the fiscal year ended
November 30, 1996 (the expenses for the Treasury Money Market Portfolio are
based upon those of Vanguard Money Market Reserves - U.S. Treasury Portfolio for
its fiscal year ended November 30, 1996).
ANNUAL PORTFOLIO OPERATING EXPENSES (as a percentage of average net assets)
<TABLE>
<CAPTION>
TREASURY MONEY FEDERAL PRIME
MARKET PORTFOLIO PORTFOLIO PORTFOLIO
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Management and
Administrative Expenses: 0.26% 0.26% 0.26%
Investment Advisory Expenses: 0.01% 0.01% 0.01%
12b-1 Marketing Fees: None None None
Other Expenses
Marketing and Distribution
Costs: 0.03% 0.03% 0.03%
Miscellaneous Expenses
(e.g., Taxes, Auditing): 0.02% 0.02% 0.02%
---- ---- ----
Total Other Expenses: 0.05% 0.05% 0.05%
TOTAL OPERATING EXPENSES ---- ---- ----
(EXPENSE RATIO): 0.32% 0.32% 0.32%
==== ==== ====
</TABLE>
PLAIN TALK ABOUT
THE COSTS OF INVESTING
Costs are an important consideration in choosing a mutual fund. That's because
you, as a shareholder, pay the costs of operating a fund, plus any transaction
costs associated with buying, selling, or exchanging shares. These costs can
erode a substantial portion of the gross income a fund achieves. Even seemingly
small differences in fund expenses can, over time, have a dramatic impact on a
fund's performance.
PLAIN TALK
ABOUT
FUND EXPENSES
All mutual funds have operating expenses. These expenses, which are deducted
from a fund's gross income, are expressed as a percentage of the average net
assets of the fund. For instance, the Prime Portfolio's expense ratio in fiscal
year 1996 was 0.32%, or $3.20 per $1,000 of average net assets. The average
money market fund had expenses in 1996 of 0.72%, or $7.20 per $1,000 of average
net assets, according to Lipper Analytical Services, Inc., which reports on the
mutual fund industry.
3
<PAGE> 8
The following example illustrates the hypothetical expenses that you would incur
on a $1,000 investment over various periods. The example assumes (1) that the
Portfolio provides a return of 5% a year and (2) that you redeem your investment
at the end of each period.
<TABLE>
<CAPTION>
PORTFOLIO 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -----------------------------------------------------------------
<S> <C> <C> <C> <C>
Treasury Money Market $3 $10 $18 $41
Federal $3 $10 $18 $41
Prime $3 $10 $18 $41
- -----------------------------------------------------------------
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF ACTUAL EXPENSES OR
PERFORMANCE FROM THE PAST OR FOR THE FUTURE, WHICH MAY BE HIGHER OR LOWER THAN
THOSE SHOWN.
4
<PAGE> 9
FINANCIAL HIGHLIGHTS
The following financial highlights tables show the results for a share
outstanding for each of the last ten years ended November 30, 1996. The
financial highlights for the fiscal years ended November 30 were audited by
Price Waterhouse LLP, independent accountants. You should read this information
in conjunction with each Portfolio's financial statements and accompanying
notes, which appear in Vanguard Money Market Reserves' most recent Annual Report
(along with the audit report from Price Waterhouse). The Annual Report (which
includes information on the U.S. Treasury Portfolio) is incorporated by
reference in the Statement of Additional Information and in this prospectus, and
contains a more complete discussion of each Portfolio's performance. You may
have the Report sent to you without charge by writing to Vanguard or by calling
our Investor Information Department.
PLAIN TALK ABOUT
HOW TO READ THE FINANCIAL HIGHLIGHTS TABLE
This explanation uses the Treasury Money Market Portfolio as an example. The
Treasury Money Market Portfolio (known as the U.S. Treasury Portfolio until
December 2, 1996) began fiscal 1996 with a net asset value (price) of $1.00 per
share. During the year, the Portfolio earned $.050 per share from investment
income (interest and dividends). All of these earnings were returned to
shareholders in the form of dividend distributions. The earnings ($.050 per
share) less distributions ($.050 per share) resulted in a share price of $1.00
at the end of the year. Assuming that the shareholder had reinvested the
distribution in the purchase of more shares, total return from the Portfolio was
5.11% for the year.
As of November 30, 1996, the Portfolio had more than $2.91 billion in
net assets; an expense ratio of 0.32% ($3.20 per $1,000 of net assets); and net
investment income amounting to 4.99% of its average net assets.
<TABLE>
<CAPTION>
TREASURY MONEY MARKET PORTFOLIO*
--------------------------------------------------------------------------------------------------------
Year Ended November 30,
--------------------------------------------------------------------------------------------------------
1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
--------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
Net Investment Income .050 .053 .036 .028 .036 .058 .077 .085 .068 .058
Net Realized and
Unrealized Gain (Loss)
on Investments -- -- -- -- -- -- -- -- -- --
--------------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT
OPERATIONS .050 .053 .036 .028 .036 .058 .077 .085 .068 .058
- ----------------------------------------------------------------------------------------------------------------------------------
DISTRIBUTIONS
Dividends from Net
Investment Income (.050) (.053) (.036) (.028) (.036) (.058) (.077) (.085) (.068) (.058)
Distributions from
Realized Capital Gains -- -- -- -- -- -- -- -- -- --
--------------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS (.050) (.053) (.036) (.028) (.036) (.058) (.077) (.085) (.068) (.058)
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE,
END OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
==================================================================================================================================
TOTAL RETURN 5.11% 5.47% 3.63% 2.86% 3.68% 5.94% 8.02% 8.89% 7.02% 5.99%
==================================================================================================================================
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of
Period (Millions) $2,917 $2,527 $2,056 $1,751 $2,321 $2,092 $1,594 $ 412 $ 140 $ 113
Ratio of Expenses to
Average Net Assets 0.32% 0.32% 0.32% 0.32% 0.30% 0.30% 0.30% 0.31%** 0.70%** 0.79%**
Ratio of Net Investment
Income to Average
Net Assets 4.99% 5.33% 3.59% 2.83% 3.60% 5.76% 7.74% 8.44% 6.85% 5.80%
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Formerly known as Vanguard Money Market Reserves - U.S. Treasury Portfolio.
** Insurance premiums represent 0.40%, 0.42% and 0.44%.
5
<PAGE> 10
<TABLE>
<CAPTION>
FEDERAL PORTFOLIO
--------------------------------------------------------------------------------------------------------
YEAR ENDED NOVEMBER 30,
--------------------------------------------------------------------------------------------------------
1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
--------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
Net Investment Income .051 .056 .038 .029 .038 .060 .078 .088 .070 .061
Net Realized and
Unrealized Gain (Loss)
on Investments -- -- -- -- -- -- -- -- -- --
--------------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT
OPERATIONS .051 .056 .038 .029 .038 .060 .078 .088 .070 .061
- -----------------------------------------------------------------------------------------------------------------------------------
DISTRIBUTIONS
Dividends from Net
Investment Income (.051) (.056) (.038) (.029) (.038) (.060) (.078) (.088) (.070) (.061)
Distributions from
Realized Capital Gains -- -- -- -- -- -- -- -- -- --
--------------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS (.051) (.056 (.038 (.029) (.038) (.060) (.078) (.088) (.070) (.061)
- -----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE,
END OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
===================================================================================================================================
TOTAL RETURN 5.26% 5.77% 3.82% 2.98% 3.83% 6.18% 8.14% 9.15% 7.20% 6.25%
===================================================================================================================================
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of
Period (Millions) $3,100 $2,637 $2,196 $1,907 $1,986 $2,000 $1,950 $1,531 $1,214 $ 839
Ratio of Expenses to
Average Net Assets 0.32% 0.32% 0.32% 0.32% 0.30% 0.30% 0.30% 0.28% 0.33% 0.37%
Ratio of Net Investment
Income to Average
Net Assets 5.13% 5.61% 3.78% 2.94% 3.76% 6.01% 7.90% 8.78% 7.00% 6.10%
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
PRIME PORTFOLIO
--------------------------------------------------------------------------------------------------------
Year Ended November 30,
--------------------------------------------------------------------------------------------------------
1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
--------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
Net Investment Income .052 .057 .038 .030 .038 .062 .080 .090 .072 .063
Net Realized and
Unrealized Gain (Loss)
on Investments -- -- -- -- -- -- -- -- -- --
--------------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT
OPERATIONS .052 .057 .038 .030 .038 .062 .080 .090 .072 .063
- -----------------------------------------------------------------------------------------------------------------------------------
DISTRIBUTIONS
Dividends from Net
Investment Income (.052) (.057) (.038) (.030) (.038) (.062) (.080) (.090) (.072) (.063)
Distributions from
Realized Capital Gains -- -- -- -- -- -- -- -- -- --
--------------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS (.052) (.057) (.038) (.030) (.038) (.062) (.080) (.090) (.072) (.063)
- -----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE,
END OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
===================================================================================================================================
TOTAL RETURN 5.31% 5.82% 3.87% 3.02% 3.89% 6.39% 8.32% 9.40% 7.47% 6.49%
===================================================================================================================================
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of
Period (Millions) $22,218 $18,764 $15,109 $12,367 $12,638 $13,496 $13,579 $11,067 $6,863 $4,088
Ratio of Expenses to
Average Net Assets 0.32% 0.32% 0.32% 0.32% 0.30% 0.30% 0.30% 0.28% 0.33% 0.37%
Ratio of Net Investment
Income to Average
Net Assets 5.18% 5.64% 3.84% 2.98% 3.82% 6.20% 8.06% 9.05% 7.28% 6.30%
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
From time to time, the Vanguard funds advertise yield and total return
figures. Yield is an historical measure of dividend income, and total return is
a measure of past dividend income (assuming that it has been reinvested) plus
any capital appreciation. Neither yield nor total return should be used to
predict the future performance of a fund.
6
<PAGE> 11
A WORD ABOUT RISK
This prospectus describes the risks you will face as an investor in the Treasury
Money Market, Federal, and Prime Portfolios. It is important to keep in mind one
of the main axioms of investing: the higher the risk of losing money, the higher
the potential reward. The reverse, also, is generally true: the lower the risk,
the lower the potential reward. As you consider an investment in one or more of
the Portfolios, you should weigh your desire for income with your need to
protect your investment.
Look for this "warning flag" symbol [FLAG] throughout the prospectus.
It is used to mark detailed information about each type of risk that you, as a
shareholder of any of the three Portfolios, may confront.
THE PORTFOLIOS' OBJECTIVES
Each Portfolio seeks to provide current income while maintaining liquidity and a
stable net asset value of $1.00 per share. These objectives are fundamental,
which means that they cannot be changed unless a majority of Portfolio's
shareholders vote to do so.
WHO SHOULD INVEST
Any of the Portfolios may be a suitable investment for you if:
- - You wish to add a money market portfolio to your existing holdings,
which could include other cash -- as well as stock, bond, and
tax-exempt -- investments.
- - You want an investment that does not fluctuate in value.
- - You want current income.
- - You characterize your investment temperament as "very conservative."
- - You want to be able to move your money into stock or bond investments
quickly and without penalty.
Each Portfolio is intended to serve most investors' short-term needs.
However, investors who engage in excessive in-and-out trading activity generate
additional costs that are borne by all of the Portfolio's shareholders. To
minimize such costs, which reduce the ultimate returns achieved by you and other
shareholders, the Portfolios have adopted the following policies:
- - Each of the Portfolios reserves the right to reject any purchase
request -- including exchanges from other Vanguard Funds -- that it
regards as disruptive to the efficient management of the Portfolio.
This could be because of the timing of the investment or because of a
history of excessive trading by the investor.
- - The Portfolios reserve the right to stop offering shares at any time.
7
<PAGE> 12
PLAIN TALK ABOUT
CASH RESERVES
Cash reserves are any investment that can be easily converted into cash with
little or no cost or penalty. A money market mutual fund, a checking account or
certificate of deposit (CD) at a bank, and Treasury bills issued by the U.S.
government are examples of cash reserves. Keep in mind, however, that each type
varies in its credit quality and its ability to provide a competitive yield.
INVESTMENT POLICIES
This section explains how the Portfolios' investment adviser pursues the
objectives of income, liquidity, and stability. It also explains several
important risks -- income risk, manager risk, and credit risk -- faced by
Portfolio shareholders. Unlike the Portfolios' objectives, the Portfolios'
policies are not fundamental and can be changed by the Portfolios' boards of
directors or trustees without shareholder approval. However, before making any
important change in its policies, the Portfolios will give shareholders 30-days
notice, in writing.
MARKET EXPOSURE
Each Portfolio invests in very high-quality money market instruments -- also
known as cash reserves -- that are considered short term (that is, they mature
in 13 months or less). Each Portfolio will maintain a dollar-weighted average
maturity of 90 days or less.
[FLAG] EACH PORTFOLIO IS SUBJECT TO INCOME RISK, WHICH IS THE POSSIBILITY THAT
A PORTFOLIO'S DIVIDENDS (THAT IS, INCOME) WILL DECLINE BECAUSE OF
FALLING INTEREST RATES. BECAUSE THE PORTFOLIOS' INCOME IS BASED ON
SHORT-TERM INTEREST RATES -- WHICH CAN FLUCTUATE SIGNIFICANTLY OVER
SHORT PERIODS -- INCOME RISK IS EXPECTED TO BE HIGH FOR ALL THREE
PORTFOLIOS.
To illustrate how the yields of short-term securities can fluctuate as
interest rates rise and fall, the following chart shows month-end yields for
short-term securities (as represented by 90-day Treasury bills) and long-term
securities (as represented by 30-year U.S. Treasury bonds) over the past five
years.
SHORT-TERM AND LONG-TERM MONTH-END YIELDS
(1992 - 1996)
[GRAPH]
These yields reflect past performance and should not be regarded as an
indication of future returns from either Treasury bills or bonds as a whole or
any of the Fund's Portfolios in particular.
8
<PAGE> 13
SECURITY SELECTION
Vanguard Fixed Income Group, adviser to the Portfolios, selects high-quality
money market instruments. Each Portfolio focuses on securities of a particular
class of issuer (for example, the U.S. government, U.S. government agencies,
financial institutions).
[FLAG] EACH PORTFOLIO IS SUBJECT TO MANAGER RISK, WHICH IS THE POSSIBILITY
THAT VANGUARD FIXED INCOME GROUP MAY DO A POOR JOB OF SELECTING
SECURITIES.
The Treasury Money Market Portfolio invests solely in securities whose
interest and principal payments are backed by the full faith and credit of the
U.S. government. At least 80% of the Portfolio's assets will always be invested
in U.S. Treasury securities. The remainder of the Portfolio's assets may include
securities issued by the U.S. Treasury and other government agencies, such as
the Government National Mortgage Association (GNMA), the Small Business
Administration, and the Federal Financing Bank.
The Federal Portfolio invests in securities whose interest and
principal payments are backed by the full faith and credit of the U.S.
government or by an agency of the government (these agency securities are not
backed by the full faith and credit of the U.S. government). These agencies
include, among others, the Federal Home Loan Bank, the Federal National Mortgage
Association (FNMA), the Tennessee Valley Authority, and the Federal Land Bank.
The Prime Portfolio invests in certificates of deposit, bankers
acceptances, commercial paper, and other money market securities rated Prime-1
by Moody's Investors Service, Inc., or A-1 by Standard & Poor's Corporation.
Securities that are unrated must be issued by a corporation with a debt rating
of Aa3 or better by Moody's or AA- or better by Standard & Poor's. The Prime
Portfolio also invests in short-term corporate, state, and municipal obligations
rated Aa3 or better by Moody's or AA- or better by Standard & Poor's; and
securities that are considered suitable for the Federal Portfolio (see the
previous paragraph).
The Prime Portfolio may also invest in Eurodollar and Yankee
obligations, which are certificates of deposit issued in U.S. dollars by foreign
banks and foreign branches of U.S. banks. Eurodollar and Yankee obligations have
the same risks, such as income risk and credit risk, as U.S. money market
instruments. Other risks of Eurodollar and Yankee obligations include the
possibility that a foreign government will not let U.S. dollar-denominated
assets leave the country; the possibility that the banks that issue Eurodollar
obligations may not be subject to the same regulations as U.S. banks; and the
possibility that adverse political or economic developments will affect
investments in a foreign country. Before the Portfolio's adviser selects a
Eurodollar or Yankee obligation, however, any foreign issuer undergoes the same
credit-quality analysis and tests of financial strength as the issuers of
domestic securities.
PLAIN TALK ABOUT
MONEY MARKET INSTRUMENTS
The term "money market instruments" refers to a variety of short-term
investments, usually with a maturity of 13 months or less. Some common types are
Treasury bills and notes, which are securities issued by the U.S. government;
commercial paper, which is a promissory note issued by a large company or
financial firm; bankers acceptances, which are credit instruments guaranteed by
a bank; and negotiable certificates of deposit, which are issued by banks in
large denominations.
PLAIN TALK ABOUT
CREDIT QUALITY AND RATINGS
A money market instrument's credit quality depends upon the issuer's ability to
pay interest on the security and, ultimately, to repay the debt. The lower the
rating by one of the independent bond-rating agencies (for example, Moody's or
Standard & Poor's), the greater the chance (in the rating agency's opinion) the
security's issuer will default, or fail to meet its payment obligations. Direct
U.S. Treasury obligations (that is, securities backed by the U.S. government)
carry the highest credit ratings. All things being equal, money market
instruments with greater credit risk offer higher yields.
9
<PAGE> 14
PLAIN TALK ABOUT
REPURCHASE AGREEMENTS
A means of investing money for a short period, repurchase agreements are
contracts in which a U.S. commercial bank or securities dealer sells government
securities and agrees to repurchase the securities on a specific date (normally
the next business day) and at a specific price.
PLAIN TALK ABOUT
DERIVATIVES
A derivative is a financial contract whose value, or interest rate, is based on
(or "derived" from) a traditional security (such as a stock or bond), money
market benchmark (such as U.S. Treasury bill rates or Federal Funds Effective
Rate), an asset (such as a commodity like gold), or a market index (such as the
S&P 500 Index).
In addition, each Portfolio may invest up to 10% of its net assets in
restricted or illiquid securities. Restricted or illiquid securities are not
freely marketable or are subject to legal restrictions on their sale.
[FLAG] EACH PORTFOLIO IS SUBJECT, TO A LIMITED EXTENT, TO CREDIT RISK, WHICH
IS THE POSSIBILITY THAT THE ISSUER OF A SECURITY WILL BE UNABLE TO
REPAY INTEREST AND PRINCIPAL IN A TIMELY MANNER.
The three Portfolios differ mainly in terms of credit risk. In absolute
terms, each Portfolio's credit quality is very high.
In relative terms, the Treasury Money Market Portfolio, which invests
in securities backed by the full faith and credit of the U.S. Government, offers
the lowest credit risk -- and generally the lowest yield -- of the three
Portfolios.
Not all of the securities included in the Federal Portfolio are backed
by the full faith and credit of the U.S. government, and so the Portfolio's
potential credit risk and yield are somewhat higher than the Treasury Money
Market Portfolio.
While the credit quality of its securities is very high, the Prime
Portfolio invests in money market securities of private financial and
nonfinancial corporations; therefore, it offers the highest credit risk and
generally the highest yield of the three Portfolios.
Bear in mind that, while each Portfolio invests in high-quality money
market instruments, the three Portfolios are not insured or guaranteed by the
FDIC or any other agency of the U.S. government.
[FLAG] THE PRIME AND FEDERAL PORTFOLIOS RESERVE THE RIGHT TO INVEST IN
REPURCHASE AGREEMENTS, WHICH ARE SUBJECT TO SPECIFIC RISKS.
Repurchase agreements carry several risks. For instance, if the seller
is unable to repurchase the securities as promised, the Portfolio may experience
a loss when trying to sell the securities to another person. Or, if the seller
becomes insolvent, a bankruptcy court may determine that the securities do not
belong to the Portfolio and order that the securities be sold to pay off the
seller's debts. The Portfolio's adviser believes that these risks can be
controlled through careful security selection and monitoring.
[FLAG] THE PORTFOLIOS RESERVE THE RIGHT TO INVEST, TO A LIMITED EXTENT, IN
FLOATING-RATE SECURITIES, WHICH ARE TRADITIONAL TYPES OF DERIVATIVES.
10
<PAGE> 15
A floating-rate security's interest rate, as the name implies, is not
set; instead, it fluctuates periodically. Generally, the security's yield is
based on a U.S. dollar-based interest-rate benchmark such as the Federal Funds
Rate, the 90-day Treasury bill rate, or the London Interbank Offered Rate
(LIBOR). These securities reset their yields on a periodic basis (for example,
daily, weekly, or quarterly) and are closely correlated to changes in money
market interest rates.
The Portfolios will not use derivatives for speculative purposes or as
leveraged investments that magnify the risks of an investment.
PORTFOLIO TURNOVER
Because of the short-term nature of money market instruments, the turnover rate
for each Portfolio is expected to be high. This high turnover rate should not
increase Portfolio costs, however, since brokerage commissions are not usually
charged for the purchase or sale of money market instruments.
INVESTMENT LIMITATIONS
To reduce risk and maintain diversification, the Portfolios have adopted limits
on some of their investment policies. Specifically, each Portfolio will not:
- - Invest more than 5% of its assets in the securities of any one issuer,
excluding the U.S. government.
- - Buy more than 10% of any class of securities of any issuer.
- - Invest more than 25% of its assets in any one industry, excluding
obligations of the U.S. government, certificates of deposit, and U.S.
bankers acceptances.
- - Borrow money from a bank, except for temporary or emergency purposes.
Amounts borrowed will not exceed 15% of the Portfolio's net assets.
When borrowing exceeds 5% of the Portfolio's total net assets, the
Portfolio will not make additional investments. In borrowing, each
Portfolio may be leveraged and may rise or fall in value more rapidly.
The limitations listed in this prospectus and in the Statements of
Additional Information are fundamental and may be changed only by approval of a
majority of the Portfolios' shareholders.
INVESTMENT PERFORMANCE
The Portfolios invest in short-term securities; therefore, their performance is
closely correlated to short-term interest rates. Historically, short-term
interest rates' up-and-down fluctuations have been influenced primarily by
Federal Reserve policy and by market supply and demand.
PLAIN TALK ABOUT
PAST PERFORMANCE
Whenever you see information on a fund's performance, do not consider the
figures to be an indication of the performance you could expect by making an
investment in the fund today. The past is an imperfect guide to the future;
history does not repeat itself in neat, predictable patterns.
11
<PAGE> 16
AVERAGE ANNUAL TOTAL RETURNS
FOR PERIODS ENDED 11/30/96
<TABLE>
<CAPTION>
1 YEAR 5 YEARS 10 YEARS
------ ------- --------
<S> <C> <C> <C>
TREASURY MONEY MARKET
PORTFOLIO* 5.1% 4.1% 5.6%
LIPPER U.S. TREASURY MONEY
MARKET AVERAGE 4.8% 3.9% 5.4%
<CAPTION>
1 YEAR 5 YEARS 10 YEARS
------ ------- --------
<S> <C> <C> <C>
FEDERAL PORTFOLIO 5.2% 4.3% 5.8%
LIPPER U.S. GOVERNMENT
MONEY MARKET AVERAGE 4.8% 3.9% 5.4%
<CAPTION>
1 YEAR 5 YEARS 10 YEARS
------ ------- --------
<S> <C> <C> <C>
PRIME PORTFOLIO 5.3% 4.4% 6.0%
LIPPER NON-GOVERNMENT
MONEY MARKET AVERAGE 4.8% 3.9% 5.5%
</TABLE>
*Formerly known as Vanguard Money Market Reserves - U.S. Treasury Portfolio.
The results shown above represent the Portfolios' "average annual total
return" performance, which assumes that any distributions of dividends were
reinvested for the indicated periods. Also included is comparative information
on industry money market averages. The chart does not make any allowance for
federal, state, or local income taxes that shareholders must pay on a current
basis.
12
<PAGE> 17
SHARE PRICE
Each Portfolio's share price, called its net asset value, is expected to remain
at a constant $1.00. Although the stable share price is not guaranteed, the
Portfolios are managed and securities are purchased to maintain that price.
DIVIDENDS AND TAXES
Each Portfolio's dividends accrue daily. On the first business day of every
month, the Portfolios distribute to shareholders virtually all of their income
from interest as dividend distributions. As a shareholder, you are entitled to
your share of a Portfolio's income from interest and dividends. You can receive
income distributions in cash, or you may have them automatically reinvested in
more shares of the Portfolio. In either case, distributions that are earned in
December -- even if paid to you in January -- are taxed as if they had been paid
in December. Vanguard will process your dividend distributions and send you a
statement each year showing the tax status of all of your distributions.
- - The dividends that you receive are taxable to you as ordinary dividend
income whether received in cash or reinvested in additional shares.
- - Distributions of dividends may be subject to state and local taxes as
well. However, depending on your state's tax rules, the portion of a
Portfolio's dividends that come from U.S. Treasury securities and other
"direct" U.S. Treasury obligations may be exempt from state and local
income taxes. The Portfolios will notify you each year how much, if
any, of your distribution may qualify for this exemption.
- - As a Delaware business trust and a portfolio made up of
direct U.S. government obligations, the Treasury Money Market Portfolio
should be exempt from any intangibles taxes to the extent that its
securities are direct U.S. government obligations. The Portfolio will
notify you each year how much, if any, of the Portfolio's assets
qualify for this exemption.
The tax information in this prospectus is provided as general
information. You should consult your own tax adviser about the tax consequences
of an investment in one or more of the Portfolios.
THE FUNDS AND VANGUARD
Vanguard Treasury Fund and Vanguard Money Market Reserves are members of The
Vanguard Group, a family of more than 30 investment companies with more than 90
distinct investment portfolios and total net assets of more than $250 billion.
All of the Vanguard funds share in the expenses associated with business
operations, such as personnel, office space, equipment, and advertising.
PLAIN TALK ABOUT
VANGUARD'S UNIQUE CORPORATE STRUCTURE
The Vanguard Group, Inc. is the only MUTUAL mutual fund company. It is owned
jointly by the funds it oversees and by the shareholders in those funds. Other
mutual funds are operated by for-profit management companies that may be owned
by one person, by a group of individuals, or by investors who bought the
management company's publicly traded stock. Because of its structure, Vanguard
operates its funds at cost. Instead of distributing profits from operations to a
separate management company, Vanguard returns profits to fund shareholders in
the form of lower operating expenses.
13
<PAGE> 18
PLAIN TALK ABOUT
THE PORTFOLIOS' ADVISER
Vanguard Fixed Income Group provides investment advisory services to some 40
Vanguard Portfolios; as of November 30, 1996, the Group managed some $78 billion
in assets.
The managers responsible for the Portfolios' investments are:
IAN A. MACKINNON, Senior Vice President of Vanguard; 23 years
fixed-income investment experience, 17 years primary responsibility for
Vanguard's internal fixed-income policy and strategy; B.A. from Lafayette
College, M.B.A. from Pennsylvania State University.
ROBERT F. AUWAERTER, Principal of Vanguard and Portfolio Manager; 19
years fixed-income investment experience; B.S., the University of Pennsylvania,
M.B.A., Northwestern University.
JOHN HOLLYER, Principal of Vanguard and Portfolio Manager; 10 years
fixed-income investment experience; B.S. from the University of Pennsylvania.
Mr. Auwaerter and Mr. Hollyer manage the Portfolios on a day-to-day
basis. Mr. MacKinnon is responsible for setting the Portfolios' broad investment
policies and for overseeing the Portfolio managers.
Vanguard also provides marketing services to the funds. Although
shareholders do not pay sales commissions or 12b-1 marketing fees, each fund
pays its allocated share of The Vanguard Group's costs.
A list of each Fund's directors (or trustees) and officers, and their
present positions and principal occupations during the past five years, can be
found in each Fund's Statement of Additional Information.
INVESTMENT ADVISER
Vanguard Fixed Income Group, P.O. Box 2600, Valley Forge, PA 19482, provides
advisory services on an at-cost basis to the Treasury Money Market, Federal, and
Prime Portfolios. For the year ended November 30, 1996, the three Portfolios
paid a total of $3,238,000 in investment advisory expenses ($338,000 for the
U.S. Treasury Portfolio, $343,000 for the Federal Portfolio, and $2,557,000 for
the Prime Portfolio).
The Group places all orders for purchases and sales for Portfolio
securities, and is directed to get the best available price and most favorable
execution with respect to all transactions.
GENERAL INFORMATION
Vanguard Money Market Reserves, Inc. is organized as a corporation under the
laws of the state of Maryland. Until December 2, 1996, the Treasury Money Market
Portfolio was a Portfolio of Vanguard Money Market Reserves, known as the U.S.
Treasury Portfolio. On that date, the Treasury Money Market Portfolio was
reorganized into a Portfolio of Vanguard Treasury Fund, a Delaware business
trust.
Shareholders of the Funds have rights and privileges similar to those
enjoyed by other corporate shareholders. For example, shareholders will not be
responsible for any liabilities of the trust or corporation. If any matters are
to be voted on by shareholders (such as a change in a fundamental investment
objective or the election of directors or trustees), each share outstanding at
that point would be entitled to one vote. Annual meetings will not be held by
the Funds except as required by the Investment Company Act of 1940. A meeting
will be scheduled (for example, to vote on the removal of a director or trustee)
if the holders of at least 10% of the Fund's shares request a meeting in
writing.
14
<PAGE> 19
INVESTING WITH VANGUARD
Are you looking for the most convenient way to open or add money to a Vanguard
account? Obtain instant access to fund information? Establish an account for a
minor child or for your retirement savings?
Vanguard can help. Our goal is to make it easy and pleasant for you to
do business with us.
The following sections of the prospectus briefly explain the many
services we offer you as a shareholder of the Treasury Money Market, Federal, or
Prime Portfolios. Booklets providing detailed information are available on the
services marked with a [BOOK ICON]. Please call us to request copies.
SERVICES AND ACCOUNT FEATURES
Vanguard offers many services that make it convenient to buy, sell, or exchange
shares.
TELEPHONE REDEMPTIONS Automatically set up for these Portfolios
(SALES AND EXCHANGES) unless you notify us otherwise.
CHECKWRITING Method for drawing money from your account
by writing a check for $250 or more.
VANGUARD DIRECT DEPOSIT Automatic method for depositing your
SERVICE paycheck or U.S. government payment
[BOOK ICON] (including Social Security and government
pension checks) into your account.*
VANGUARD AUTOMATIC EXCHANGE Automatic method for moving a fixed amount
SERVICE of money from one Vanguard fund account to
[BOOK ICON] another.*
VANGUARD FUND EXPRESS Electronic method for buying or selling
[BOOK ICON] shares. You can transfer money between your
Vanguard fund account and an account at your
bank, savings and loan, or credit union on a
systematic schedule or whenever you wish.*
VANGUARD DIVIDEND EXPRESS Electronic method for transferring dividends
[BOOK ICON] directly from your Vanguard fund account to
your bank, savings and loan, or credit union
account, or to another Vanguard fund
account.
VANGUARD BROKERAGE SERVICES A cost-effective way to trade stocks, bonds,
(VBS) and options on major exchanges, Nasdaq, and
[BOOK ICON] other domestic over-the-counter markets at
reduced rates, and to buy and sell shares of
non-Vanguard mutual funds. Call VBS
(1-800-992-8327) for additional information
and the appropriate forms.
*Can be used to invest a fixed amount on a regular basis or to contribute to an
IRA or other retirement plan.
INVESTOR INFORMATION 1-800-662-7447 -- CLIENT SERVICES 1-800-662-2739 --
TELE-ACCOUNT 1-800-662-6273
15
<PAGE> 20
TYPES OF ACCOUNTS
INDIVIDUAL OR OTHER ENTITY
Vanguard's account registration form can be used to establish a variety of
non-retirement accounts.
FOR ONE OR MORE PEOPLE To open an account in the name of one
(individual) or more (joint tenants) people.
$3,000 minimum initial investment.
FOR A MINOR CHILD To open an account as an UGMA/UTMA (Uniform
[BOOK ICON] Gifts/Transfers to Minors Act). Age of
majority and other requirements are set by
state law. $1,000 minimum initial
investment.
FOR HOLDING TRUST ASSETS To invest assets held in an existing trust.
[BOOK ICON] $3,000 minimum initial investment.
FOR THIRD-PARTY TRUSTEE To open an account as a retirement trust or
RETIREMENT INVESTMENTS plan based on an existing corporate or
(Vanguard is not the custodian institutional plan. These accounts are
or trustee.) established by the custodian or trustee of
the existing plan.
FOR AN ORGANIZATION To open an account as a corporation,
partnership, or other entity. These accounts
may require a corporate resolution or other
documents to name the individuals authorized
to act. $3,000 minimum initial investment.
RETIREMENT
You establish these accounts with a Vanguard adoption agreement -- not a
Vanguard account registration form. To request the appropriate adoption
agreement and forms, or to ask questions about investing for retirement, call
Investor Information.
FOR AN INDIVIDUAL RETIREMENT To open a retirement account in the name of
ACCOUNT (IRA) an individual. IRAs can be established with
(Vanguard Fiduciary Trust a contribution, a direct rollover from an
Company is the custodian.) employer's plan, such as a 401(k), or an
asset transfer or rollover from another
financial institution, such as a bank or
mutual fund company. $1,000 minimum initial
investment.
FOR A SIMPLIFIED EMPLOYEE To open a retirement account in the name of
PENSION PLAN ACCOUNT (SEP-IRA) an employee. SEPs allow employers to make
(Vanguard Fiduciary Trust deductible contributions directly to IRAs
Company is the custodian.) established by their employees. A SEP can be
established by people who are self-employed,
small-business owners, partnerships, or
corporations.
INVESTOR INFORMATION 1-800-662-7447 -- CLIENT SERVICES 1-800-662-2739 --
TELE-ACCOUNT 1-800-662-6273
16
<PAGE> 21
TYPES OF ACCOUNTS (continued)
FOR A SAVINGS INCENTIVE MATCH To open a retirement account in the name of
PLAN FOR EMPLOYEES ACCOUNT an employee. Created as part of the Small
(SIMPLE-IRA) Business Job Protection Act of 1996, SIMPLEs
(Vanguard Fiduciary Trust replace SAR-SEPs. SIMPLEs are exclusively
Company is the custodian.) for employers that had 100 or fewer
employees in the most recent calendar year
and that do not maintain another
employer-sponsored retirement plan. A SIMPLE
can be established by people who are
self-employed, small business owners,
partnerships, or corporations. Salary
reduction contributions may be made by the
employee, with matching or non-matching
contributions from the employer.
FOR A QUALIFIED RETIREMENT To open a retirement account that allows
PROGRAM ACCOUNT small-business owners or people who are
(Vanguard Fiduciary Trust self-employed to make tax-deductible
Company can be the trustee.) retirement contributions for themselves and
their employees into Profit-Sharing and
Money Purchase Pension (Keogh) plans.
FOR A 403(b)(7) CUSTODIAL To open a retirement account that allows
ACCOUNT employees of tax-exempt institutions (for
(Vanguard Fiduciary Trust example, schools or hospitals) to make
Company is the custodian.) pre-tax retirement contributions.
DISTRIBUTION OPTIONS
You can receive your dividend distributions in one of two ways:
REINVESTMENT Dividends are automatically reinvested in
additional shares of the Portfolio unless
you request a different distribution method.
DIVIDENDS IN CASH Dividends are paid by check and mailed to
your account's address of record.
To electronically transfer cash dividends to your bank, savings and loan, or
credit union account, or to another Vanguard fund account, see Vanguard Dividend
Express under "Services and Account Features."
BUYING SHARES
You buy your Portfolio shares at a net asset value of $1.00 per share. Before it
can begin earning dividends, your investment must be converted to federal funds,
which usually takes one business day. (Federal funds are Federal Reserve
deposits that banks and other financial institutions "borrow" from one another
to meet short-term cash needs; portfolio advisers must use federal funds to pay
for the securities they buy.) You begin earning dividends the calendar day after
the Portfolio receives the federal funds.
The Portfolios are offered on a no-load basis, meaning that you do not
pay sales commissions or 12b-1 marketing fees.
INVESTOR INFORMATION 1-800-662-7447 -- CLIENT SERVICES 1-800-662-2739 --
TELE-ACCOUNT 1-800-662-6273
17
<PAGE> 22
BUYING SHARES (continued)
MINIMUM INVESTMENT
BY MAIL
[envelope icon]
FIRST-CLASS mail to:
The Vanguard Group
P.O. Box 2600
Valley Forge, PA 19482
EXPRESS or REGISTERED mail to:
The Vanguard Group
455 Devon Park Drive
Wayne, PA 19087
OPEN A NEW ACCOUNT
$3,000 (regular account); $1,000 (IRAs and custodial accounts for minors)
Complete and sign the application form.
Make your check payable to:
The Vanguard Group--(appropriate Portfolio number; see below)
Treasury Money Market 50
Federal 33
Prime 30
All purchases must be made in U.S. dollars, and checks must be drawn on
U.S. banks.
ADD TO AN EXISTING ACCOUNT
$100 by mail or exchange; $1,000 by wire.
Mail your check with an Invest-By-Mail form detached from your confirmation
statement to the address listed on the form.
Make your check payable to:
The Vanguard Group--(appropriate Portfolio number; see below)
Treasury Money Market 50
Federal 33
Prime 30
All purchases must be made in U.S. dollars, and checks must be drawn on
U.S. banks.
If Vanguard receives your check by 4 p.m., Eastern time (the close of trading on
the New York Stock Exchange), your investment is converted to federal funds the
following business day, and you begin earning dividends the next calendar day.
(For instance, if we received your check before 4 p.m. on a Thursday, your
account would be credited Friday, and you would begin earning dividends
Saturday.)
If the check arrives after 4 p.m. Eastern time, your account is
credited after two business days, and you begin earning dividends the calendar
day after that. (If we received your check after 4 p.m. on a Thursday, your
account would be credited Monday, and you would begin earning dividends
Tuesday.)
IMPORTANT NOTE: To prevent check fraud, Vanguard will not accept checks made
payable to third parties.
BY TELEPHONE
[telephone icon]
1-800-662-6273
Vanguard Tele-Account(R)
1-800-662-2739
Client Services
OPEN A NEW ACCOUNT
Call Vanguard Tele-Account* 24 hours a day--or Client Services during
business hours--to exchange from another Vanguard fund account with the same
registration (name, address, taxpayer I.D., and account type).
ADD TO AN EXISTING ACCOUNT
Call Vanguard Tele-Account* 24 hours a day--or Client Services during business
hours--to exchange from another Vanguard fund account with the same
registration (name, address, taxpayer I.D., and account type).
Use Vanguard Fund Express (see "Services and Account Features") to transfer
assets from your bank account. Call Client Services before your first use to
verify that this option is in place.
*You must obtain a Personal Identification Number through Tele-Account at least
seven days before you request your first exchange.
If you buy Portfolio shares through an exchange from another Vanguard fund by 4
p.m. Eastern time, your investment does not have to be converted to federal
funds; you begin earning dividends the next calendar day.
IMPORTANT NOTE: Once a telephone transaction has been approved by you and a
confirmation number assigned, it cannot be revoked. We reserve the right to
refuse any purchase.
INVESTOR INFORMATION 1-800-662-7447 -- CLIENT SERVICES 1-800-662-2739 --
TELE-ACCOUNT 1-800-662-6273
18
<PAGE> 23
BUYING SHARES (continued)
<TABLE>
<CAPTION>
<S> <C> <C>
BY WIRE Call Client Services to arrange your Call Client Services to arrange your
wire transaction. wire transaction.
Wire to:
CoreStates Bank, N.A. Wire transactions are not available Wire transactions are not available
ABA 031000011 for retirement accounts. for retirement accounts.
CoreStates No 01446936
[Temporary Account Number]
Vanguard Treasury Fund OR
Vanguard Money Market Reserves
[Account Registration]
Attention Vanguard
</TABLE>
If you buy Portfolio shares through a federal funds wire, your investment
begins earning dividends the next calendar day. You can begin earning dividends
immediately if you notify Vanguard by 10:45 a.m. Eastern time that you intend to
make a wire purchase that day.
<TABLE>
<S> <C> <C>
AUTOMATICALLY -- Vanguard offers a variety of ways
that you can add to your account
automatically. See "Services and
Account Features."
</TABLE>
You can redeem (that is, sell or exchange) shares purchased by check or Vanguard
Fund Express at any time. However, while your redemption request will be
processed as soon as it is received, your redemption proceeds will not be
available until payment for your purchase is collected, which may take up to ten
calendar days.
NOTE: If you buy Portfolio shares through a registered broker-dealer or
investment adviser, the broker-dealer or adviser may charge you a service fee.
It is important that you call Vanguard before you invest a large dollar
amount by wire or check. We must consider the interests of all Portfolio
shareholders and so reserve the right to delay or refuse any purchase that will
disrupt the Portfolio's operation or performance.
REDEEMING SHARES
IMPORTANT TAX NOTE: Any sale or exchange of shares in a non-retirement account
could result in a taxable gain or a loss. However, because the Portfolios seek
to maintain a stable net asset value of $1.00 per share, you will not incur a
taxable gain or loss when you sell or exchange shares of these Portfolios.
The ability to redeem (that is, sell or exchange) Portfolio shares by telephone
is automatically established for your account unless you tell us in writing that
you do not want this option.
To protect your account from unauthorized or fraudulent telephone
instructions, Vanguard follows specific security procedures. When we receive a
call requesting an account transaction, we require the caller to provide:
/x/ Portfolio name.
/x/ 10-digit account number.
/x/ Name and address exactly as registered on that account.
/x/ Social Security or employer identification number as
registered on that account.
If you call to sell shares, the sale proceeds will be made payable to
you, as the registered shareholder, and mailed to your account's address of
record.
If we follow reasonable security procedures, neither the Portfolio nor
Vanguard will be responsible for the authenticity of transaction instructions
received by telephone. We believe that
INVESTOR INFORMATION 1-800-662-7447 -- CLIENT SERVICES 1-800-662-2739 --
TELE-ACCOUNT 1-800-662-6273
19
<PAGE> 24
REDEEMING SHARES (continued)
these procedures are reasonable and that, if we follow them, you bear the risk
of any losses resulting from unauthorized or fraudulent telephone transactions
on your account.
HOW TO SELL SHARES
You may withdraw any part of your account, at any time, by selling shares.
One way to sell shares is the checkwriting option (established when you
set up your account or by calling Client Services). Your personalized Vanguard
checks work in much the same way as bank checks, except that Vanguard checks are
considered drafts and cannot be cashed immediately like a bank check. You cannot
write a Vanguard check to redeem shares that you purchased by check within the
previous ten days.
When you sell shares by telephone or mail, sale proceeds are normally
mailed within two business days after Vanguard receives your request in good
order. Good order means that the request includes:
/x/ Portfolio name and account number.
/x/ Amount of the transaction (in dollars).
/x/ Signatures of all owners exactly as registered on the account.
/x/ Signature guarantees (if required).
/x/ Any supporting legal documentation that may be required.
/x/ Any certificates you are holding for the account.
Sales or exchange requests received after the close of trading on the
New York Stock Exchange (generally 4 p.m. Eastern time) are processed the next
business day.
The Portfolios reserve the right to close any non-retirement or
UGMA/UTMA account whose balance falls below the minimum initial investment. The
Portfolios will deduct a $10 annual fee if your non-retirement account balance
falls below $2,500 or if your UGMA/UTMA account balance falls below $500. The
fee is waived if your total Vanguard account assets are $50,000 or more.
Some written requests require a signature guarantee from a bank, broker, or
other acceptable financial institution. A notary public cannot provide a
signature guarantee.
HOW TO EXCHANGE SHARES
An exchange is the selling of shares of one Vanguard fund to purchase shares of
another.
Although we make every effort to maintain the exchange privilege,
Vanguard reserves the right to revise or terminate the exchange privilege, limit
the amount of an exchange, or reject any exchange, at any time, without notice.
Before you exchange into a new Vanguard fund, be sure to read its
prospectus. For a copy and for answers to questions you might have, call
Investor Information.
INVESTOR INFORMATION 1-800-662-7447 -- CLIENT SERVICES 1-800-662-2739 --
TELE-ACCOUNT 1-800-662-6273
20
<PAGE> 25
REDEEMING SHARES (continued)
SELLING OR EXCHANGING SHARES ACCOUNT TYPE
BY TELEPHONE ALL TYPES EXCEPT RETIREMENT:
[PHONE ICON] Call Vanguard Tele-Account* 24 hours a
1-800-662-6273 day -- or Client Services during business
Vanguard Tele-Account hours -- to sell or exchange shares. You can
1-800-662-2739 exchange shares from any of these Portfolios
Client Service to open an account in another Vanguard fund
or to add to an existing Vanguard fund
account with an identical registration.
RETIREMENT:
You can exchange -- but not sell -- shares
by calling Tele-Account or Client Services.
*You must obtain a Personal Identification
Number through Tele-Account at least seven
days before you request your first
redemption.
BY MAIL ALL TYPES EXCEPT RETIREMENT:
[ENVELOPE ICON] Send a letter of instruction signed by all
FIRST CLASS mail to: registered account holders. Include the
The Vanguard Group Portfolio name and account number and (if
Vanguard Treasury Fund OR you are selling) a dollar amount OR (if you
Vanguard Money Market Reserves are exchanging) the name of the fund you
P.O. Box 1120 want to exchange into and a dollar amount.
Valley Forge, PA 19482
RETIREMENT:
EXPRESS or REGISTERED mail to: For information on how to request
The Vanguard Group distributions from . . .
Vanguard Treasury Fund OR
Vanguard Money Market Reserves - IRAs, call Client Services.
455 Devon Park Drive
Wayne, PA 19087 - SEP-IRAs, 403(b)(7) custodial
accounts, and Profit-Sharing and
Money Purchase Pension (Keogh)
Plans, call Individual Retirement
Services at 1-800-662-2003.
Depending on your account registration type,
additional documentation may be required.
BY CHECK ALL TYPES EXCEPT RETIREMENT:
[CHECK ICON] You can sell shares by writing a check for
$250 or more.
RETIREMENT:
Checkwriting is not available for retirement
accounts.
AUTOMATICALLY ALL TYPES EXCEPT RETIREMENT:
[AUTO ICON] Vanguard offers several ways to sell or
exchange shares automatically (see "Services
and Account Features"). Call Investor
Information for the appropriate booklet and
application if you did not elect a feature
when you opened your account.
It is important that you call Vanguard before you redeem a large dollar
amount. We must consider the interests of all Portfolio shareholders and so
reserve the right to delay your redemption proceeds -- up to seven days -- if
the amount will disrupt a Portfolio's operation or performance.
A NOTE ON UNUSUAL CIRCUMSTANCES
Vanguard reserves the right to revise or terminate the telephone redemption
privilege at any time, without notice. In addition, Vanguard can stop selling
shares or postpone payment at times when the New York Stock Exchange is closed
or under any emergency circumstances as determined by the United States
Securities and Exchange Commission. If you experience difficulty making a
telephone redemption during periods of drastic economic or market change, you
can send us your request by regular or express mail. Follow the instructions on
selling or exchanging shares by mail in the "Redeeming Shares" section.
INVESTOR INFORMATION 1-800-662-7447 -- CLIENT SERVICES 1-800-662-2739 --
TELE-ACCOUNT 1-800-662-6273
21
<PAGE> 26
FUND AND ACCOUNT UPDATES
STATEMENTS AND REPORTS
We will send you clear, concise account and tax statements to help you keep
track of your Portfolio account throughout the year, as well as when you are
preparing your income tax returns.
In addition, you will receive financial reports about the Treasury
Money Market, Federal, and Prime Portfolios twice a year. These comprehensive
reports include an assessment of each Portfolio's performance (and a comparison
to its industry benchmark), an overview of the markets, a report from the
adviser, as well as a listing of its holdings and other financial statements.
CONFIRMATION STATEMENT Sent each time you buy, sell, or exchange
shares; confirms the trade date and the
amount of your transaction.
PORTFOLIO SUMMARY Mailed quarterly; shows the market value of
your account at the close of the statement
period, as well as distributions, purchases,
sales, and exchanges for the current
calendar year.
FUND FINANCIAL REPORTS Mailed in January and July for these
Portfolios.
TAX STATEMENTS Generally mailed in January; report previous
year's dividend distributions as well as
distributions from IRAs or other retirement
accounts.
AUTOMATED TELEPHONE ACCESS
VANGUARD TELE-ACCOUNT Toll-free access to Vanguard fund and
1-800-662-6273 account information -- as well as some
Any time, seven days a week, transactions -- through any TouchTone(TM)
from anywhere in the continental telephone. Tele-Account provides total
United States and Canada. return, share price, price change, and yield
[BOOK ICON] quotations for all Vanguard funds; gives
your account balances and history (e.g.,
last transaction, latest dividend
distribution, redemptions by check during
the last three months); and allows you to
sell or exchange fund shares.
COMPUTER ACCESS
VANGUARD ON THE Use your personal computer to visit
WORLD WIDE WEB Vanguard's education-oriented website,
http://www.vanguard.com which provides timely news and information
about Vanguard funds and services; an
on-line "university" that offers a variety
of mutual fund classes; and easy-to-use,
interactive tools to help you create your
own investment and retirement strategies.
VANGUARD ONLINE(SM) Use your personal computer to learn more
KEYWORD: Vanguard about Vanguard funds and services; keep in
touch with your Vanguard accounts; map out a
long-term investment strategy; and ask
questions, make suggestions, and send
messages to Vanguard. Vanguard Online is
offered through America Online(R) (AOL). To
establish an AOL account, call
1-800-238-6336.
INVESTOR INFORMATION 1-800-662-7447 -- CLIENT SERVICES 1-800-662-2739 --
TELE-ACCOUNT 1-800-662-6273
22
<PAGE> 27
PROSPECTUS POSTSCRIPT
This prospectus is designed to provide you with pertinent information about the
Treasury Money Market, Federal, and Prime Portfolios, including their investment
objectives, risks, strategies, and expenses, as well as services available to
you as a shareholder.
It is important that you understand these facts so that you can decide
whether an investment in any of the Portfolios is right for you. The following
questions offer a quick review of some of the subjects covered by this
prospectus.
IN READING THE PROSPECTUS, DID YOU LEARN . . .
[] Each Portfolio's objectives? (page 7)
[] Each Portfolio's investment policies? (page 8)
[] Who should invest in each Portfolio? (page 7)
[] The risks associated with each Portfolio? (pages 7-10)
[] Whether each Portfolio is federally insured?
(inside front cover)
[] Each Portfolio's expenses? (page 3)
[] The background of the Portfolios' investment managers?
(page 14)
[] How to open an account? (page 17)
[] How to sell or exchange shares? (page 19)
[] How often you'll receive statements and financial reports?
(page 22)
PLAIN TALK ABOUT
KEEPING YOUR PROSPECTUS
Reading this prospectus will help you to decide whether one or more of the
Portfolios is suitable for your investment goals. If you decide to invest, don't
throw the prospectus out; you will no doubt need it for future reference.
23
<PAGE> 28
ABOUT THE QUIZ
Knowing your risk tolerance is important when you are making an investment
decision. To give you a general idea of your comfort level with investing,
circle the response that most closely matches your personal situation. Keep in
mind, though, that there is no "foolproof" way to accurately gauge your risk
tolerance. Scoring for the quiz is below.
A SIMPLE RISK QUIZ
A. I HAVE BEEN INVESTING IN STOCK AND BOND MUTUAL FUNDS (OR IN INDIVIDUAL
STOCKS OR BONDS) FOR . . .
1. Less than a year
2. 1 - 2 years
3. 3 - 4 years
4. 5 - 9 years
5. 10 years or more
B. WHEN IT COMES TO INVESTING IN STOCK OR BOND MUTUAL FUNDS (OR INDIVIDUAL
STOCKS OR BONDS), I WOULD SAY I'M . . .
1. A very inexperienced investor
2. A somewhat inexperienced investor
3. A somewhat experienced investor
4. An experienced investor
5. A very experienced investor
C. I AM COMFORTABLE WITH INVESTMENTS THAT MAY LOSE MONEY FROM TIME TO TIME IF
THEY OFFER THE POTENTIAL FOR HIGHER RETURNS.
1. I strongly disagree
2. I disagree
3. I somewhat agree
4. I agree
5. I strongly agree
D. I WILL KEEP AN INVESTMENT EVEN IF IT LOSES 10% OF ITS VALUE OVER THE COURSE
OF A YEAR.
1. I strongly disagree
2. I disagree
3. I somewhat agree
4. I agree
5. I strongly agree
E. IN ADDITION TO MY LONG-TERM INVESTMENTS, I HAVE EMERGENCY SAVINGS EQUAL
TO ____ MONTHS OF MY TAKE-HOME PAY.
1. Zero
2. One
3. Two
4. Three
5. Four or more
F. I FIND IT EASY TO PAY MY MONTHLY BILLS FROM MY CURRENT PAY.
1. I strongly disagree
2. I disagree
3. I somewhat agree
4. I agree
5. I strongly agree
G. OVERALL, MY PERSONAL FINANCIAL SITUATION IS SECURE.
1. I strongly disagree
2. I disagree
3. I somewhat agree
4. I agree
5. I strongly agree
HOW TO SCORE THE QUIZ
Use the number of your answer as the number of points scored. For instance, if
you chose answer #3 to a question, that's worth three points. Add up your points
and check below for the type of investor you are. (Note: if you chose answer #1
or #2 to Question C, subtract five points from your total score.)
- - If you scored between 0 and 25 points, you are considered a conservative
investor.
- - If you scored between 26 and 32 points, you are considered a moderate
investor.
- - If you scored between 33 and 35 points, you are considered an aggressive
investor.
24
<PAGE> 29
GLOSSARY OF INVESTMENT TERMS
CASH RESERVES
Cash deposits as well as short-term bank deposits, money market instruments,
bank CDs, repurchase agreements, and U.S. Treasury bills.
DIVERSIFICATION
Spreading your investments among many issuers (that is, organizations that sell
securities).
DIVIDEND INCOME
Payment to shareholders of income from interest or dividends generated by the
fund's investments.
EXPENSE RATIO
The percentage of a fund's average net assets used to pay its expenses. The
expense ratio includes management fees, administrative fees, and any 12b-1
marketing fees.
FIXED INCOME SECURITIES
Investments, such as bonds, that have a fixed payment schedule. While the level
of income offered by these securities is predetermined, their prices may
fluctuate.
INVESTMENT ADVISER
An organization that makes the day-to-day decisions regarding a portfolio's
investments.
LIQUIDITY
The degree of a security's marketability (that is, how quickly the security can
be sold at a fair price and converted to cash).
MONEY MARKET FUND
A mutual fund that seeks to provide income, liquidity, and a stable share price
by investing in very short-term, liquid investments.
MUTUAL FUND
An investment company that pools the money of many people and invests it in a
variety of securities in an effort to achieve a specific objective over time.
NET ASSET VALUE (NAV)
The market value of a mutual fund's total assets, minus liabilities, divided by
the number of shares outstanding. The value of a single share is called its
share value or share price.
PORTFOLIO DIVERSIFICATION
Holding a variety of securities so that a portfolio's return is not hurt by the
poor performance of a single security.
PRINCIPAL
The amount of your own money you put into an investment.
SECURITIES
Stocks, bonds, money market instruments, and other investment vehicles.
TOTAL RETURN
A percentage change, over a specified time period, in a mutual fund's net asset
value, with the ending net asset value adjusted to account for the reinvestment
of all distributions of dividends and capital gains.
VOLATILITY
The fluctuations in value of a mutual fund or other security. The greater a
fund's volatility, the wider the fluctuations between its high and low prices.
YIELD
Current income (interest or dividends) earned by an investment, expressed as a
percentage of the investment's price.
<PAGE> 30
[VANGUARD GROUP LOGO]
Post Office Box 2600
Valley Forge, PA 19482
INVESTOR INFORMATION
DEPARTMENT
1-800-662-7447 (SHIP)
TEXT TELEPHONE:
1-800-952-3335
For information on our funds,
fund services, and retirement accounts; requests for
literature
CLIENT SERVICES DEPARTMENT
1-800-662-2739 (CREW)
TEXT TELEPHONE:
1-800-662-2738
For information on your
account, account transactions,
account statements
VANGUARD BROKERAGE
SERVICES
1-800-992-8327
For information on trading
stocks, bonds, and options
at reduced commissions
VANGUARD TELE-ACCOUNT(R)
1-800-662-6273 (ON-BOARD)
For 24-hour automated access
to price and yield, information
on your account, certain
transactions
ELECTRONIC ACCESS TO THE
VANGUARD MUTUAL FUND
EDUCATION AND INFORMATION
CENTER
World Wide Web
http://www.vanguard.com
E-mail
[email protected]
(C) 1997 Vanguard Marketing
Corporation, Distributor
P030N
<PAGE> 31
VANGUARD MONEY
MARKET PORTFOLIOS
Institutional Prospectus
March 26, 1997
[BACKGROUND SHIP GRAPHIC]
- --------
VANGUARD MONEY MARKET RESERVES
- - Prime Portfolio
- - Federal Portfolio
VANGUARD TREASURY
MONEY MARKET
PORTFOLIO
This prospectus contains financial data for the Portfolios through the fiscal
year ended November 30, 1996.
[VANGUARD LOGO]
<PAGE> 32
VANGUARD MONEY MARKET RESERVES
VANGUARD TREASURY MONEY MARKET PORTFOLIO MONEY MARKET MUTUAL FUNDS
<TABLE>
<CAPTION>
CONTENTS
<S> <C>
Portfolio Expenses 3
Financial Highlights 5
A Word About Risk 7
The Portfolios'
Objectives 7
Who Should Invest 7
Investment Policies 8
Investment Limitations 11
Investment
Performance 11
Share Price 13
Dividends and Taxes 13
The Funds and
Vanguard 13
Investment Adviser 14
General Information 14
Investing
with Vanguard
- - For Plan Participants 15
- - For Other Institutional Investors 15
Accessing Fund Information
by Computer 16
Glossary Inside Back Cover
</TABLE>
INVESTMENT OBJECTIVES AND POLICIES
Vanguard Money Market Reserves, Inc. is a diversified, open-end investment
company that consists of two separate Portfolios: Federal and Prime. The
Treasury Money Market Portfolio is part of Vanguard Treasury Fund, which is a
diversified, open-end investment company as well.
Each Portfolio seeks to provide current income and to maintain liquidity and
a stable share price of $1.00. Each Portfolio focuses on specific high-quality,
short-term money market instruments, such as securities backed by the full faith
and credit of the U.S. government, securities issued by U.S. government
agencies, or obligations issued by corporations and financial institutions.
IT IS IMPORTANT TO NOTE THAT EACH PORTFOLIO SEEKS TO MAINTAIN, BUT DOES NOT
GUARANTEE, A STABLE NET ASSET VALUE OF $1.00 PER SHARE. IN ADDITION, NONE OF THE
PORTFOLIOS' SHARES IS GUARANTEED OR INSURED BY THE FDIC, THE U.S. GOVERNMENT, OR
ITS AGENCIES.
FEES AND EXPENSES
The Portfolios are offered on a no-load basis, which means that you pay no sales
commissions or 12b-1 marketing fees. You will, however, incur expenses for
investment advisory, management, administrative, and distribution services,
which are included in each Portfolio's expense ratio.
IMPORTANT NOTE
This prospectus is intended for institutional clients and for participants in
employer-sponsored retirement or savings plans. Another version -- for
individuals who would like to open a personal account -- can be obtained by
calling Vanguard at 1-800-662-7447.
ADDITIONAL INFORMATION ABOUT THE PORTFOLIOS
Statements of Additional Information (dated March 26, 1997) containing more
information about the Portfolios are, by reference, part of this prospectus and
may be obtained without charge by contacting Vanguard (see back cover).
WHY READING THIS PROSPECTUS IS IMPORTANT
This prospectus explains the objectives, risks, and policies of the three
Portfolios. To highlight terms and concepts important to mutual fund investors,
we have provided "Plain Talk" explanations along the way. Reading the prospectus
will help you to decide whether one or more of the Portfolios is the right
investment for your needs. We suggest that you keep it for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
<PAGE> 33
PORTFOLIO PROFILE Vanguard Money Market Reserves
Vanguard Treasury Money Market Portfolio
WHO SHOULD INVEST (page 7)
- - Investors seeking a money market mutual fund as part of a balanced and
diversified investment program.
- - Investors uncomfortable with share-price fluctuations.
- - Investors seeking income.
WHO SHOULD NOT INVEST
- - Investors seeking growth of their investment over time.
- - Investors looking for a fund that invests in stocks or bonds.
RISKS OF THE PORTFOLIOS (pages 7 - 10)
Each Portfolio is subject to income risk (the chance that falling short-term
interest rates will cause the Portfolios' income -- and thus the Portfolios'
return -- to decline) and manager risk (the chance that poor security selection
will cause a Portfolio to lag similar funds). In addition, while the credit
quality of all three Portfolios is expected to be very high, each Portfolio is
subject to some degree of credit risk (the chance that the issuer of a security
will be unable to pay interest and principal in a timely manner). More detailed
information about risk -- including risks specific to each Portfolio -- is
provided beginning on page 8.
DIVIDENDS (page 13)
Dividends are declared daily and paid on the first business day of each month.
In participant accounts, all distributions are automatically reinvested.
INVESTMENT ADVISER (page 14)
Vanguard Fixed Income Group, Valley Forge, PA, manages each of the three
Portfolios.
AVERAGE ANNUAL TOTAL RETURNS --
PERIODS ENDED NOVEMBER 30, 1996
<TABLE>
<CAPTION>
1 Year 5 Years 10 Years
-----------------------------
<S> <C> <C> <C>
Treasury Money
Market Portfolio* 5.1% 4.1% 5.6%
Lipper U.S. Treasury
Money Market Average 4.8 3.9 5.4
Federal Portfolio 5.2% 4.3% 5.8%
Lipper U.S. Government
Money Market Average 4.8 3.9 5.4
Prime Portfolio 5.3% 4.4% 6.0%
Lipper Non-Government
Money Market Average 4.8 3.9 5.5
</TABLE>
- -------------------------------------------------------
*Formerly known as Vanguard Money Market
Reserves - U.S. Treasury Portfolio.
In evaluating past performance, remember that it is not indicative of future
performance. Performance figures include the reinvestment of any dividends. The
returns shown are net of expenses, but they do not reflect income taxes an
investor would have incurred. An investment in a money market fund is neither
insured nor guaranteed by the U.S. government, and there is no assurance that
the fund will be able to maintain a stable net asset value of $1.00 per share.
1
<PAGE> 34
PORTFOLIO PROFILE (continued) Vanguard Money Market Reserves
Vanguard Treasury Money Market Portfolio
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
TREASURY
MONEY MARKET* FEDERAL PRIME
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
INCEPTION DATE: 12/2/96 7/13/81 6/4/75
NET ASSETS AS OF 11/30/96: $2.92 billion $3.10 billion $22.22 billion
EXPENSE RATIO FOR THE YEAR
ENDED 11/30/96: 0.32% 0.32% 0.32%
NEWSPAPER ABBREVIATION:** VangTrsy VangFdl VangPr
VANGUARD FUND NUMBER: 050 033 030
- ---------------------------------------------------------------------------------------------------
</TABLE>
* On 12/2/96, Vanguard Money Market Reserves - U.S. Treasury Portfolio was
reorganized as a separate portfolio of Vanguard Treasury Fund and renamed the
Treasury Money Market Portfolio.
** Money market portfolios are listed separately from the daily mutual fund
listings.
2
<PAGE> 35
PORTFOLIO EXPENSES
The examples below are designed to help you understand the various costs you
would bear, directly or indirectly, as an investor in one of the Portfolios.
As noted in this table, you do not pay fees of any kind when you buy, sell, or
exchange shares of any Portfolio:
SHAREHOLDER TRANSACTION EXPENSES
<TABLE>
<S> <C>
Sales Load Imposed on Purchases: None
Sales Load Imposed on Reinvested Dividends: None
Redemption Fees: None
Exchange Fees: None
</TABLE>
The next table illustrates the operating expenses that you would incur as a
shareholder of each Portfolio. These expenses are deducted from the Portfolio's
income before it is paid to you. Expenses include investment advisory fees as
well as the costs of maintaining accounts, administering the Portfolios,
providing shareholder services, and other activities. The expenses shown in the
table are based upon expenses incurred in the fiscal year ended November 30,
1996 (the expenses for the Treasury Money Market Portfolio are based upon those
of Vanguard Money Market Reserves-U.S. Treasury Portfolio for its fiscal year
ended November 30, 1996).
ANNUAL PORTFOLIO OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
TREASURY MONEY FEDERAL PRIME
MARKET PORTFOLIO PORTFOLIO PORTFOLIO
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Management and
Administrative Expenses: 0.26% 0.26% 0.26%
Investment Advisory Expenses: 0.01% 0.01% 0.01%
12b-1 Marketing Fees: None None None
Other Expenses
Marketing and Distribution
Costs: 0.03% 0.03% 0.03%
Miscellaneous Expenses
(e.g., Taxes, Auditing): 0.02% 0.02% 0.02%
Total Other Expenses: 0.05% 0.05% 0.05%
TOTAL OPERATING EXPENSES
(EXPENSE RATIO): 0.32% 0.32% 0.32%
</TABLE>
PLAIN TALK ABOUT
THE COSTS OF INVESTING
Costs are an important consideration in choosing a mutual fund. That's because
you, as a shareholder, pay the costs of operating a fund, plus any transaction
costs associated with buying, selling, or exchanging shares. These costs can
erode a substantial portion of the gross income a fund achieves. Even seemingly
small differences in fund expenses can, over time, have a dramatic impact on a
fund's performance.
PLAIN TALK ABOUT
FUND EXPENSES
All mutual funds have operating expenses. These expenses, which are deducted
from a fund's gross income, are expressed as a percentage of the average net
assets of the fund. For instance, the Prime Portfolio's expense ratio in fiscal
year 1996 was 0.32%, or $3.20 per $1,000 of average net assets. The average
money market fund had expenses in 1996 of 0.72%, or $7.20 per $1,000 of average
net assets, according to Lipper Analytical Services, Inc., which reports on the
mutual fund industry.
3
<PAGE> 36
The following example illustrates the hypothetical expenses that you would
incur on a $1,000 investment over various periods. The example assumes (1) that
the Portfolio provides a return of 5% a year and (2) that you redeem your
investment at the end of each period.
<TABLE>
<CAPTION>
PORTFOLIO 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Treasury Money Market $3 $10 $18 $41
Federal $3 $10 $18 $41
Prime $3 $10 $18 $41
- --------------------------------------------------------------------------------
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF ACTUAL EXPENSES OR
PERFORMANCE FROM THE PAST OR FOR THE FUTURE, WHICH MAY BE HIGHER OR LOWER THAN
THOSE SHOWN.
4
<PAGE> 37
FINANCIAL HIGHLIGHTS
The following financial highlights tables show the results for a share
outstanding for each of the last ten years ended November 30, 1996. The
financial highlights for the fiscal years ended November 30 were audited by
Price Waterhouse LLP, independent accountants. You should read this information
in conjunction with each Portfolio's financial statements and accompanying
notes, which appear in Vanguard Money Market Reserves' most recent Annual Report
(along with the audit report from Price Waterhouse). The Annual Report (which
includes information on the U.S. Treasury Portfolio) is incorporated by
reference in the Statement of Additional Information and in this prospectus, and
contains a more complete discussion of each Portfolio's performance. You may
have the Report sent to you without charge by writing to or calling Vanguard
(see back cover).
<TABLE>
<CAPTION>
TREASURY MONEY MARKET PORTFOLIO*
- -----------------------------------------------------------------------------------------------------------------------
YEAR ENDED NOVEMBER 30,
- -----------------------------------------------------------------------------------------------------------------------
1996 1995 1994 1993 1992 1991 1990 1989
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
- ------------------------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
Net Investment Income .050 .053 .036 .028 .036 .058 .077 .085
Net Realized and
Unrealized Gain (Loss)
on Investments -- -- -- -- -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT
OPERATIONS .050 .053 .036 .028 .036 .058 .077 .085
- ------------------------------------------------------------------------------------------------------------------------
DISTRIBUTIONS
Dividends from Net
Investment Income (.050) (.053) (.036) (.028) (.036) (.058) (.077) (.085)
Distributions from
Realized Capital Gains -- -- -- -- -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS (.050) (.053) (.036) (.028) (.036) (.058) (.077) (.085)
- ------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE,
END OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
=========================================================================================================================
TOTAL RETURN 5.11% 5.47% 3.63% 2.86% 3.68% 5.94% 8.02% 8.89%
=========================================================================================================================
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of
Period (Millions) $ 2,917 $ 2,527 $ 2,056 $ 1,751 $ 2,321 $ 2,092 $ 1,594 $ 412
Ratio of Expenses to
Average Net Assets 0.32% 0.32% 0.32% 0.32% 0.30% 0.30% 0.30% 0.31%**
Ratio of Net Investment
Income to Average
Net Assets 4.99% 5.33% 3.59% 2.83% 3.60% 5.76% 7.74% 8.44%
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED NOVEMBER 30,
- ------------------------------------------------------
1988 1987
- ------------------------------------------------------
<S> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD $ 1.00 $ 1.00
- ------------------------------------------------------
INVESTMENT OPERATIONS
Net Investment Income .068 .058
Net Realized and
Unrealized Gain (Loss)
on Investments -- --
- ------------------------------------------------------
TOTAL FROM INVESTMENT
OPERATIONS .068 .058
- ------------------------------------------------------
DISTRIBUTIONS
Dividends from Net
Investment Income (.068) (.058)
Distributions from
Realized Capital Gains -- --
TOTAL DISTRIBUTIONS (.068) (.058)
- ------------------------------------------------------
NET ASSET VALUE,
END OF PERIOD $ 1.00 $ 1.00
======================================================
TOTAL RETURN 7.02% 5.99%
======================================================
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of
Period (Millions) $ 140 $ 113
Ratio of Expenses to
Average Net Assets 0.70%** 0.79%**
Ratio of Net Investment
Income to Average
Net Assets 6.85% 5.80%
- ------------------------------------------------------
</TABLE>
* Formerly known as Vanguard Money Market Reserves - U.S. Treasury Portfolio.
** Insurance premiums represent 0.40%, 0.42%, and 0.44%.
From time to time, the Vanguard funds advertise yield and total return
figures. Yield is an historical measure of dividend income, and total return is
a measure of past dividend income (assuming that it has been reinvested) plus
any capital appreciation. Neither yield nor total return should be used to
predict the future performance of a fund.
PLAIN TALK ABOUT
HOW TO READ THE FINANCIAL HIGHLIGHTS TABLE
This explanation uses the Treasury Money Market Portfolio as an example. The
Treasury Money Market Portfolio (known as the U.S. Treasury Portfolio until
December 2, 1996) began fiscal 1996 with a net asset value (price) of $1.00 per
share. During the year, the Portfolio earned $.050 per share from investment
income (interest and dividends). All of these earnings were returned to
shareholders in the form of dividend distributions. The earnings ($.050 per
share) less distributions ($.050 per share) resulted in a share price of $1.00
at the end of the year. Assuming that the shareholder had reinvested the
distribution in the purchase of more shares, total return from the Portfolio was
5.11% for the year.
As of November 30, 1996, the Portfolio had more than $2.91 billion in net
assets; an expense ratio of 0.32% ($3.20 per $1,000 of net assets); and net
investment income amounting to 4.99% of its average net assets.
5
<PAGE> 38
<TABLE>
<CAPTION>
FEDERAL PORTFOLIO
- -----------------------------------------------------------------------------------------------------------------------------------
YEAR ENDED NOVEMBER 30,
- -----------------------------------------------------------------------------------------------------------------------------------
1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
- -----------------------------------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
Net Investment Income .051 .056 .038 .029 .038 .060 .078 .088 .070 .061
Net Realized and
Unrealized Gain (Loss)
on Investments -- -- -- -- -- -- -- -- -- --
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT
OPERATIONS .051 .056 .038 .029 .038 .060 .078 .088 .070 .061
- -----------------------------------------------------------------------------------------------------------------------------------
DISTRIBUTIONS
Dividends from Net
Investment Income (.051) (.056) (.038) (.029) (.038) (.060) (.078) (.088) (.070) (.061)
Distributions from
Realized Capital Gains -- -- -- -- -- -- -- -- -- --
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS (.051) (.056) (.038) (.029) (.038) (.060) (.078) (.088) (.070) (.061)
- -----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE,
END OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
===================================================================================================================================
TOTAL RETURN 5.26% 5.77% 3.82% 2.98% 3.83% 6.18% 8.14% 9.15% 7.20% 6.25%
===================================================================================================================================
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of
Period (Millions) $ 3,100 $ 2,637 $ 2,196 $ 1,907 $ 1,986 $ 2,000 $ 1,950 $ 1,531 $ 1,214 $ 839
Ratio of Expenses to
Average Net Assets 0.32% 0.32% 0.32% 0.32% 0.30% 0.30% 0.30% 0.28% 0.33% 0.37%
Ratio of Net Investment
Income to Average
Net Assets 5.13% 5.61% 3.78% 2.94% 3.76% 6.01% 7.90% 8.78% 7.00% 6.10%
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
PRIME PORTFOLIO
- -----------------------------------------------------------------------------------------------------------------------------------
YEAR ENDED NOVEMBER 30,
- -----------------------------------------------------------------------------------------------------------------------------------
1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
----------------------------------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
Net Investment Income .052 .057 .038 .030 .038 .062 .080 .090 .072 .063
Net Realized and
Unrealized Gain (Loss)
on Investments -- -- -- -- -- -- -- -- -- --
----------------------------------------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT
OPERATIONS .052 .057 .038 .030 .038 .062 .080 .090 .072 .063
----------------------------------------------------------------------------------------------------------------------------------
DISTRIBUTIONS
Dividends from Net
Investment Income (.052) (.057) (.038) (.030) (.038) (.062) (.080) (.090) (.072) (.063)
Distributions from
Realized Capital Gains -- -- -- -- -- -- -- -- -- --
----------------------------------------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS (.052) (.057) (.038) (.030) (.038) (.062) (.080) (.090) (.072) (.063)
----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE,
END OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
===================================================================================================================================
TOTAL RETURN 5.31% 5.82% 3.87% 3.02% 3.89% 6.39% 8.32% 9.40% 7.47% 6.49%
===================================================================================================================================
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of
Period (Millions) $22,218 $18,764 $15,109 $12,367 $12,638 $13,496 $13,579 $11,067 $ 6,863 $ 4,088
Ratio of Expenses to
Average Net Assets 0.32% 0.32% 0.32% 0.32% 0.30% 0.30% 0.30% 0.28% 0.33% 0.37%
Ratio of Net Investment
Income to Average
Net Assets 5.18% 5.64% 3.84% 2.98% 3.82% 6.20% 8.06% 9.05% 7.28% 6.30%
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
6
<PAGE> 39
A WORD ABOUT RISK
This prospectus describes the risks you will face as an investor in the Treasury
Money Market, Federal, and Prime Portfolios. It is important to keep in mind one
of the main axioms of investing: the higher the risk of losing money, the higher
the potential reward. The reverse, also, is generally true: the lower the risk,
the lower the potential reward. As you consider an investment in one or more of
the Portfolios, you should weigh your desire for income with your need to
protect your investment.
Look for this "warning flag" symbol [BLACK FLAG] throughout the prospectus.
It is used to mark detailed information about each type of risk that you, as a
shareholder of any of the three Portfolios, may confront.
THE PORTFOLIOS' OBJECTIVES
Each Portfolio seeks to provide current income while maintaining liquidity and a
stable net asset value of $1.00 per share. These objectives are fundamental,
which means that they cannot be changed unless a majority of a Portfolio's
shareholders vote to do so.
WHO SHOULD INVEST
Any of the Portfolios may be a suitable investment for you if:
- - You wish to add a money market portfolio to your existing holdings, which
could include other cash -- as well as stock and bond -- investments.
- - You want an investment that does not fluctuate in value.
- - You want income.
- - You characterize your investment temperament as "very conservative."
Each Portfolio is intended to serve most investors' short-term needs.
However, investors who engage in excessive in-and-out trading activity generate
additional costs that are borne by all of the Portfolio's shareholders. To
minimize such costs, which reduce the ultimate returns achieved by you and other
shareholders, the Portfolios have adopted the following policies:
- - Each of the Portfolios reserves the right to reject any purchase request --
including exchanges from other Vanguard Funds -- that it regards as
disruptive to the efficient management of the Portfolio. This could be
because of the timing of the investment or because of a history of excessive
trading by the investor.
- - The Portfolios reserve the right to stop offering shares at any time.
If you own shares of one of the Portfolios as an investment option in an
employer-sponsored retirement or savings plan, your plan dictates the rules
governing exchanges. Contact your plan administrator for details.
7
<PAGE> 40
PLAIN TALK ABOUT
CASH RESERVES
Cash reserves are any investment that can be easily converted into cash with
little or no cost or penalty. A money market mutual fund, a checking account or
certificate of deposit (CD) at a bank, and Treasury bills issued by the U.S.
government are examples of cash reserves. Keep in mind, however, that each type
varies in its credit quality and its ability to provide a competitive yield.
INVESTMENT POLICIES
This section explains how the Portfolios' investment adviser pursues the
objectives of income, liquidity, and stability. It also explains several
important risks -- income risk, manager risk, and credit risk -- faced by
Portfolio shareholders. Unlike the Portfolios' objectives, the Portfolios'
policies are not fundamental and can be changed by the Portfolios' boards of
directors or trustees without shareholder approval. However, before making any
important change in its policies, the Portfolio will give shareholders 30-days
notice, in writing.
MARKET EXPOSURE
Each Portfolio invests in very high-quality money market instruments -- also
known as cash reserves -- that are considered short term (that is, they mature
in 13 months or less). Each Portfolio will maintain a dollar-weighted average
maturity of 90 days or less.
[BLACK FLAG] EACH PORTFOLIO IS SUBJECT TO INCOME RISK, WHICH IS THE POSSIBILITY
THAT A PORTFOLIO'S DIVIDENDS (THAT IS, INCOME) WILL DECLINE BECAUSE
OF FALLING INTEREST RATES. BECAUSE THE PORTFOLIOS' INCOME IS BASED
ON SHORT-TERM INTEREST RATES -- WHICH CAN FLUCTUATE SIGNIFICANTLY
OVER SHORT PERIODS -- INCOME RISK IS EXPECTED TO BE HIGH FOR ALL
THREE PORTFOLIOS.
To illustrate how the yields of short-term securities can fluctuate as
interest rates rise and fall, the following chart shows month-end yields for
short-term securities (as represented by 90-day Treasury bills) and long-term
securities (as represented by 30-year U.S. Treasury bonds) over the past five
years.
SHORT-TERM AND LONG-TERM MONTH-END YIELDS
(1992 - 1996)
[LINE CHART]
These yields reflect past performance and should not be regarded as an
indication of future returns from either Treasury bills or bonds as a whole or
any of the Portfolios in particular.
8
<PAGE> 41
SECURITY SELECTION
Vanguard Fixed Income Group, adviser to the Portfolios, selects high-quality
money market instruments. Each Portfolio focuses on securities of a particular
class of issuer (for example, the U.S. government, U.S. government agencies,
financial institutions).
[FLAG GRAPHIC] EACH PORTFOLIO IS SUBJECT TO MANAGER RISK, WHICH IS THE
POSSIBILITY THAT VANGUARD FIXED INCOME GROUP MAY DO A POOR JOB OF
SELECTING SECURITIES.
The Treasury Money Market Portfolio invests solely in securities whose
interest and principal payments are backed by the full faith and credit of the
U.S. government. At least 80% of the Portfolio's assets will always be invested
in U.S. Treasury securities. The remainder of the Portfolio's assets may include
securities issued by the U.S. Treasury and other government agencies, such as
the Government National Mortgage Association (GNMA), the Small Business
Administration, and the Federal Financing Bank.
The Federal Portfolio invests in securities whose interest and principal
payments are backed by the full faith and credit of the U.S. government or by an
agency of the government (these agency securities are not backed by the full
faith and credit of the U.S. government). These agencies include, among others,
the Federal Home Loan Bank, the Federal National Mortgage Association (FNMA),
the Tennessee Valley Authority, and the Federal Land Bank.
The Prime Portfolio invests in certificates of deposit, bankers acceptances,
commercial paper, and other money market securities rated Prime-1 by Moody's
Investors Service, Inc., or A-1 by Standard & Poor's Corporation. Securities
that are unrated must be issued by a corporation with a debt rating of Aa3 or
better by Moody's or AA- or better by Standard & Poor's. The Prime Portfolio
also invests in short-term corporate, state, and municipal obligations rated Aa3
or better by Moody's or AA- or better by Standard & Poor's; and securities that
are considered suitable for the Federal Portfolio (see the previous paragraph).
The Prime Portfolio may also invest in Eurodollar and Yankee obligations,
which are certificates of deposit issued in U.S. dollars by foreign banks and
foreign branches of U.S. banks. Eurodollar and Yankee obligations have the same
risks, such as income risk and credit risk, as U.S. money market instruments.
Other risks of Eurodollar and Yankee obligations include the possibility that a
foreign government will not let U.S. dollar-denominated assets leave the
country; the possibility that the banks that issue Eurodollar obligations may
not be subject to the same regulations as U.S. banks; and the possibility that
adverse political or economic developments will affect investments in a foreign
country. Before the Portfolio's adviser selects a Eurodollar or Yankee
obligation, however, any foreign issuer undergoes the same credit-quality
analysis and tests of financial strength as the issuers of domestic securities.
PLAIN TALK ABOUT
MONEY MARKET INSTRUMENTS
The term "money market instruments" refers to a variety of short-term
investments, usually with a maturity of 13 months or less. Some common types are
Treasury bills and notes, which are securities issued by the U.S. Government;
commercial paper, which is a promissory note issued by a large company or
financial firm; bankers acceptances, which are credit instruments guaranteed by
a bank; and negotiable certificates of deposit, which are issued by banks in
large denominations.
PLAIN TALK ABOUT
CREDIT QUALITY AND RATINGS
A money market instrument's credit quality depends upon the issuer's ability to
pay interest on the security and, ultimately, to repay the debt. The lower the
rating by one of the independent bond-rating agencies (for example, Moody's or
Standard & Poor's), the greater the chance (in the rating agency's opinion) the
security's issuer will default, or fail to meet its payment obligations. Direct
U.S. Treasury obligations (that is, securities backed by the U.S. government)
carry the highest credit ratings. All things being equal, money market
instruments with greater credit risk offer higher yields.
9
<PAGE> 42
PLAIN TALK ABOUT
REPURCHASE AGREEMENTS
A means of investing money for a short period, repurchase agreements are
contracts in which a U.S. commercial bank or securities dealer sells government
securities and agrees to repurchase the securities on a specific date (normally
the next business day) and at a specific price.
PLAIN TALK ABOUT
DERIVATIVES
A derivative is a financial contract whose value, or interest rate, is based on
(or "derived" from) a traditional security (such as a stock or bond), money
market benchmark (such as U.S. Treasury bill rates or Federal Funds Effective
Rate), an asset (such as a commodity like gold), or a market index (such as the
S&P 500 Index).
In addition, each Portfolio may invest up to 10% of its net assets in
restricted or illiquid securities. Restricted or illiquid securities are not
freely marketable or are subject to legal restrictions on their sales.
[FLAG GRAPHIC] EACH PORTFOLIO IS SUBJECT, TO A LIMITED EXTENT, TO CREDIT RISK,
WHICH IS THE POSSIBILITY THAT THE ISSUER OF A SECURITY WILL BE
UNABLE TO REPAY INTEREST AND PRINCIPAL IN A TIMELY MANNER.
The three Portfolios differ mainly in terms of credit risk. In absolute
terms, each Portfolio's credit quality is very high.
In relative terms, the Treasury Money Market Portfolio, which invests in
securities backed by the full faith and credit of the U.S. government, offers
the lowest credit risk -- and generally the lowest yield -- of the three
Portfolios.
Not all of the securities included in the Federal Portfolio are backed by the
full faith and credit of the U.S. government, and so the Portfolio's potential
credit risk and yield are somewhat higher than the Treasury Money Market
Portfolio.
While the credit quality of its securities is very high, the Prime Portfolio
invests in money market securities of private financial and nonfinancial
corporations; therefore, it offers the highest credit risk and generally the
highest yield of the three Portfolios.
Bear in mind that, while each Portfolio invests in high-quality money market
instruments, the three Portfolios are not insured or guaranteed by the FDIC or
any other agency of the U.S. government.
[FLAG GRAPHIC] THE PRIME AND FEDERAL PORTFOLIOS RESERVE THE RIGHT TO INVEST IN
REPURCHASE AGREEMENTS, WHICH ARE SUBJECT TO SPECIFIC RISKS.
Repurchase agreements carry several risks. For instance, if the seller is
unable to repurchase the securities as promised, the Portfolio may experience a
loss when trying to sell the securities to another person. Or, if the seller
becomes insolvent, a bankruptcy court may determine that the securities do not
belong to the Portfolio and order that the securities be sold to pay off the
seller's debts. The Portfolio's adviser believes that these risks can be
controlled through careful security selection and monitoring.
[FLAG GRAPHIC] THE PORTFOLIOS RESERVE THE RIGHT TO INVEST, TO A LIMITED EXTENT,
IN FLOATING-RATE SECURITIES, WHICH ARE TRADITIONAL TYPES OF
DERIVATIVES.
A floating-rate security's interest rate, as the name implies, is not set;
instead, it fluctuates periodically. Generally, the security's yield is based on
a U.S. dollar-based interest-rate benchmark such as the Federal Funds Rate, the
90-day Treasury bill rate, or the London Interbank Offered Rate (LIBOR). These
securities reset their yields
10
<PAGE> 43
on a periodic basis (for example, daily, weekly, or quarterly) and are closely
correlated to changes in money market interest rates.
The Portfolios will not use derivatives for speculative purposes or as
leveraged investments that magnify the risks of an investment.
PORTFOLIO TURNOVER
Because of the short-term nature of money market instruments, the turnover rate
for each Portfolio is expected to be high. This high turnover rate should not
increase Portfolio costs, however, since brokerage commissions are not usually
charged for the purchase or sale of money market instruments.
INVESTMENT LIMITATIONS
To reduce risk and maintain diversification, the Portfolios have adopted limits
on some of their investment policies. Specifically, each Portfolio will not:
- - Invest more than 5% of its assets in the securities of any one issuer,
excluding the U.S. government.
- - Buy more than 10% of any class of securities of any issuer.
- - Invest more than 25% of its assets in any one industry, excluding
obligations of the U.S. government, certificates of deposit, and U.S.
bankers acceptances.
- - Borrow money from a bank, except for temporary or emergency purposes.
Amounts borrowed will not exceed 15% of the Portfolio's net assets. When
borrowing exceeds 5% of the Portfolio's total net assets, the Portfolio will
not make additional investments. In borrowing, each Portfolio may be
leveraged and may rise or fall in value more rapidly.
The limitations listed in this prospectus and in the Statements of Additional
Information are fundamental and may be changed only by approval of a majority of
the Portfolios' shareholders.
INVESTMENT PERFORMANCE
The Portfolios invest in short-term securities; therefore, their performance is
closely correlated to short-term interest rates. Historically, short-term
interest rates' up-and-down fluctuations have been influenced primarily by
Federal Reserve policy and by market supply and demand.
PLAIN TALK ABOUT
PAST PERFORMANCE
Whenever you see information on a fund's performance, do not consider the
figures to be an indication of the performance you could expect by making an
investment in the fund today. The past is an imperfect guide to the future;
history does not repeat itself in neat, predictable patterns.
11
<PAGE> 44
AVERAGE ANNUAL TOTAL RETURNS
FOR PERIODS ENDED 11/30/96
<TABLE>
<CAPTION>
1 YEAR 5 YEARS 10 YEARS
------ ------- --------
<S> <C> <C> <C>
TREASURY MONEY MARKET PORTFOLIO 5.1% 4.1% 5.6%
LIPPER U.S. TREASURY MONEY MARKET AVERAGE 4.8% 3.9% 5.4%
FEDERAL PORTFOLIO 5.2% 4.3% 5.8%
LIPPER U.S. GOVERNMENT MONEY MARKET AVERAGE 4.8% 3.9% 5.4%
PRIME PORTFOLIO 5.3% 4.4% 6.0%
LIPPER NON-GOVERNMENT MONEY MARKET AVERAGE 4.8% 3.9% 5.5%
</TABLE>
*Formerly known as Vanguard Money Market Reserves - U.S. Treasury Portfolio.
The results shown above represent the Portfolios' "average annual total return"
performance, which assumes that any distributions of dividends were reinvested
for the indicated periods. Also included is comparative information on industry
money market averages. The chart does not make any allowance for federal, state,
or local income taxes that shareholders must pay on a current basis.
12
<PAGE> 45
SHARE PRICE
Each Portfolio's share price, called its net asset value, is expected to remain
at a constant $1.00. Although the stable share price is not guaranteed, the
Portfolios are managed and securities are purchased to maintain that price.
DIVIDENDS AND TAXES
Each Portfolio's dividends accrue daily. On the first business day of every
month, the Portfolios distribute to shareholders virtually all of their income
from interest as dividend distributions.
If you own shares of a Portfolio as an investment option in an
employer-sponsored retirement or savings plan, these dividends will be
reinvested in additional Portfolio shares and accumulate on a tax-deferred
basis. You will not owe taxes on these distributions until you begin
withdrawals. You should consult your plan administrator, your plan's Summary
Plan document, or your own tax adviser about the tax consequences of an
investment in a Portfolio or of any plan withdrawals.
If your Portfolio investment is not part of an employer-sponsored plan,
you can receive distributions in cash, or you may have them automatically
reinvested in more shares of the Portfolio. Dividend distributions -- whether
received in cash or reinvested in additional shares -- are subject to federal
(and possibly state and local) income taxes, no matter how long you have held
the shares in the Portfolio. In addition, if your investment is not part of an
employer-sponsored plan, you may be eligible for other tax considerations:
- - Depending on your state's tax rules, the portion of a Portfolio's dividends
that comes from U.S. Treasury securities and other "direct" U.S. Treasury
obligations may be exempt from state and local taxes. The Portfolios will
notify you each year how much, if any, of your distribution may qualify for
this exemption.
- - As a Delaware business trust and a portfolio made up of direct U.S.
government obligations, the Treasury Money Market Portfolio should be exempt
from any intangibles taxes. The Portfolio will notify you each year how
much, if any, of the Portfolio's assets qualify for this exemption.
You should consult your own tax adviser about other tax consequences of an
investment in any of the Portfolios.
THE FUNDS AND VANGUARD
Vanguard Treasury Fund and Vanguard Money Market Reserves are members of The
Vanguard Group, a family of more than 30 investment companies with more than 90
distinct investment portfolios and total net assets of more than $250 billion.
All of the Vanguard funds share in the expenses associated with business
operations, such as personnel, office space, equipment, and advertising.
PLAIN TALK ABOUT
VANGUARD'S UNIQUE CORPORATE STRUCTURE
The Vanguard Group, Inc. is the only MUTUAL mutual fund company. It is owned
jointly by the funds it oversees and by the shareholders in those funds. Other
mutual funds are operated by for-profit management companies that may be owned
by one person, by a group of individuals, or by investors who bought the
management company's publicly traded stock. Because of its structure, Vanguard
operates its funds at cost. Instead of distributing profits from operations to a
separate management company, Vanguard returns profits to fund shareholders in
the form of lower operating expenses.
13
<PAGE> 46
PLAIN TALK ABOUT
THE PORTFOLIOS' ADVISER
Vanguard Fixed Income Group provides investment advisory services to some 40
Vanguard Portfolios; as of November 30, 1996, the Group managed some $78 billion
in assets.
The managers responsible for the Portfolios' investments are:
IAN A. MACKINNON, Senior Vice President of Vanguard; 23 years fixed-income
investment experience, 17 years primary responsibility for Vanguard's internal
fixed-income policy and strategy; B.A. from Lafayette College, M.B.A. from
Pennsylvania State University.
ROBERT F. AUWAERTER, Principal of Vanguard and Portfolio Manager; 19 years
fixed-income investment experience; B.S., the University of Pennsylvania,
M.B.A., Northwestern University.
JOHN HOLLYER, Principal of Vanguard and Portfolio Manager; 10 years
fixed-income investment experience; B.S. from the University of Pennsylvania.
Mr. Auwaerter and Mr. Hollyer manage the Portfolios on a day-to-day basis.
Mr. MacKinnon is responsible for setting the Portfolios' broad investment
policies and for overseeing the Portfolio managers.
Vanguard also provides marketing services to the funds. Although shareholders
do not pay sales commissions or 12b-1 marketing fees, each fund pays its
allocated share of The Vanguard Group's costs.
A list of each Fund's directors (or trustees) and Officers, and their present
positions and principal occupations during the past five years, can be found in
each Fund's Statement of Additional Information.
INVESTMENT ADVISER
Vanguard Fixed Income Group, P.O. Box 2600, Valley Forge, PA 19482, provides
advisory services on an at-cost basis to the Treasury Money Market, Federal, and
Prime Portfolios. For the year ended November 30, 1996, the three Portfolios
paid a total of $3,238,000 in investment advisory expenses ($338,000 for the
U.S. Treasury Portfolio, $343,000 for the Federal Portfolio, and $2,557,000 for
the Prime Portfolio).
The Group places all orders for purchases and sales for Portfolio securities,
and is directed to get the best available price and most favorable execution
with respect to all transactions.
GENERAL INFORMATION
Vanguard Money Market Reserves, Inc. is organized as a corporation under the
laws of the State of Maryland. Until December 2, 1996, the Treasury Money Market
Portfolio was a Portfolio of Vanguard Money Market Reserves, known as the U.S.
Treasury Portfolio. On that date, the Treasury Money Market Portfolio was
reorganized -- into a Portfolio of Vanguard Treasury Fund, a Delaware business
trust.
Shareholders of the Funds have rights and privileges similar to those enjoyed
by other corporate shareholders. For example, shareholders will not be
responsible for any liabilities of the trust or corporation. If any matters are
to be voted on by shareholders (such as a change in a fundamental investment
objective or the election of directors or trustees), each share outstanding at
that point would be entitled to one vote.
The Prime Portfolio features two separate classes of shares. For personal
investments of $10 million or more, the Portfolio offers Prime Portfolio
Institutional Shares; for personal investments of lesser amounts the Portfolio
offers Prime Portfolio Shares, which is the share class described in this
prospectus. Prime Portfolio Institutional Shares and Prime Portfolio Shares do
not have the same expenses; as a result the performance of these separate share
classes could differ.
14
<PAGE> 47
INVESTING WITH VANGUARD
FOR PLAN PARTICIPANTS
One or more of the three Portfolios described in this prospectus is an
investment option in your retirement or savings plan. Your plan administrator or
your employee benefits office can provide you with detailed information on how
to participate in your plan and how to elect a Portfolio as an investment
option.
- - If you have any questions about a Portfolio or Vanguard, including the
Portfolio's investment objective, strategies, or risks, contact Vanguard's
Participant Services Department, toll-free, at 1-800-523-1188.
- - If you have questions about your account, contact your plan administrator or
the organization that provides recordkeeping services for your plan.
INVESTMENT OPTIONS AND ALLOCATIONS
Your plan's specific provisions may allow you to change your investment
selections, the amount of your contributions, or how your contributions are
allocated among the investment choices available to you. Contact your plan
administrator or employee benefits office for more details.
TRANSACTIONS
Contributions, exchanges, or redemptions of a Portfolio's shares are processed
as soon as they have been received by Vanguard in good order. Good order means
that your request includes complete information on your contribution, exchange,
or redemption, and that Vanguard has received the appropriate assets.
EXCHANGES
The exchange privilege (your ability to redeem shares from one fund to purchase
shares of another fund) may be available to you through your plan. However,
because excessive exchanges can potentially disrupt the management of a
Portfolio and increase its transaction costs, Vanguard reserves the right to
refuse any exchange request. In addition, certain investment options,
particularly funds made up of company stock or investment contracts, may be
subject to unique restrictions. Contact your plan administrator for details on
the exchange policies that apply to your plan.
Before making an exchange, you should consider the following:
- - Before you exchange to another Vanguard fund available in your plan, you
should read that fund's prospectus. Contact Participant Services, toll-free,
at 1-800-523-1188 for a copy.
- - Vanguard can accept exchanges only as permitted by your plan. Your plan
administrator can explain how frequently exchanges are allowed.
FOR OTHER INSTITUTIONAL INVESTORS
If you have questions about the Treasury Money Market, Federal, or Prime
Portfolios, including how to establish an account, call Vanguard, toll-free, at
1-800-523-1036.
If you have questions about an existing account, contact your Vanguard
account administrator.
TRANSACTIONS
Purchases, exchanges, or redemptions of a Portfolio's shares are processed as
soon as they have been received by Vanguard in good order. Good order means that
your request
15
<PAGE> 48
includes complete information on your purchase, exchange, or redemption, and
that Vanguard has received the appropriate assets.
Vanguard must consider the interests of all Portfolio shareholders and so
reserves the right to . . .
- - Delay or reject any purchase or exchange request that may disrupt the
Portfolio's operation or performance.
- - Revise or terminate the exchange privilege or limit the amount of an
exchange, at any time, without notice.
- - Take up to seven days to deliver your redemption proceeds.
ACCESSING FUND INFORMATION BY COMPUTER
Vanguard on the
World Wide Web
http://www.vanguard.com
Use your personal computer to visit Vanguard's education-oriented website,
which provides timely news and information about Vanguard funds and services,
an on-line "university" that offers a variety of mutual fund classes; and
easy-to-use, interactive tools to help you create your own investment and
retirement strategies.
VANGUARD ONLINE(sm)
KEYWORD: Vanguard
Use your personal computer to learn more about Vanguard funds and services; map
out a long-term investment strategy; and ask questions, make suggestions, and
send messages to Vanguard. Vanguard Online is offered through America Online(R)
(AOL). To establish an AOL account, call 1-800-238-6336.
16
<PAGE> 49
GLOSSARY OF INVESTMENT TERMS
CASH RESERVES
Cash deposits as well as short-term bank deposits, money market instruments,
bank CDs, repurchase agreements, and U.S. Treasury bills.
DIVERSIFICATION
Spreading your investments among many issuers (that is, organizations that sell
securities).
DIVIDEND INCOME
Payment to shareholders of income from interest or dividends generated by the
fund's investments.
EXPENSE RATIO
The percentage of a fund's average net assets used to pay its expenses. The
expense ratio includes management fees, administrative fees, and any 12b-1
marketing fees.
FIXED INCOME SECURITIES
Investments, such as bonds, that have a fixed payment schedule. While the level
of income offered by these securities is predetermined, their prices may
fluctuate.
INVESTMENT ADVISER
An organization that makes the day-to-day decisions regarding a portfolio's
investments.
LIQUIDITY
The degree of a security's marketability (that is, how quickly the security can
be sold at a fair price and converted to cash).
MONEY MARKET FUND
A mutual fund that seeks to provide income, liquidity, and a stable share price
by investing in very short-term, liquid investments.
MUTUAL FUND
An investment company that pools the money of many people and invests it in a
variety of securities in an effort to achieve a specific objective over time.
NET ASSET VALUE (NAV)
The market value of a mutual fund's total assets, minus liabilities, divided by
the number of shares outstanding. The value of a single share is called its
share value or share price.
PORTFOLIO DIVERSIFICATION
Holding a variety of securities so that a portfolio's return is not hurt by
the poor performance of a single security.
PRINCIPAL
The amount of your own money you put into an investment.
SECURITIES
Stocks, bonds, money market instruments, and other investment vehicles.
TOTAL RETURN
A percentage change, over a specified time period, in a mutual fund's net asset
value, with the ending net asset value adjusted to account for the reinvestment
of all distributions of dividends and capital gains.
VOLATILITY
The fluctuations in value of a mutual fund or other security. The greater a
fund's volatility, the wider the fluctuations between its high and low prices.
YIELD
Current income (interest or dividends) earned by an investment, expressed as a
percentage of the investment's price.
<PAGE> 50
[LOGO]
THE VANGUARD GROUP
Institutional Division
Post Office Box 2900
Valley Forge, PA 19482
FOR PARTICIPANTS IN EMPLOYER-SPONSORED PLANS
PARTICIPANT SERVICES DEPARTMENT
1-800-523-1188
Text Telephone:
1-800-523-8004
For information on the Vanguard Funds in your plan, Monday through Friday 8:30
a.m. to 7:00 p.m., Eastern time
FOR OTHER INSTITUTIONAL INVESTORS
1-800-523-1036
For information on Vanguard Funds and services
ELECTRONIC ACCESS TO THE VANGUARD MUTUAL FUND EDUCATION AND INFORMATION CENTER
World Wide Web
http://www.vanguard.com
E-mail
[email protected]
(C) 1997 Vanguard Marketing Corporation, Distributor
<PAGE> 51
LOGO
LOGO
P R O S P E C T U S
MARCH 26, 1997
LOGO
- --------------------------------------------------------------------------------
<PAGE> 52
================================================================================
LOGO
A Member of The Vanguard Group
================================================================================
PROSPECTUS -- MARCH 26, 1997
- --------------------------------------------------------------------------------
NEW ACCOUNT INFORMATION: 1-800-523-8066
- --------------------------------------------------------------------------------
INVESTMENT
OBJECTIVE AND
POLICIES The Prime Portfolio (the "Portfolio") is a series of
Vanguard Money Market Reserves, Inc., an open-end
diversified investment company (the "Fund"). The
Portfolio's objective is to provide the maximum current
income that is consistent with the preservation of capital
and liquidity by investing in specified money market
instruments. The Portfolio seeks to maintain a constant
net asset value of $1.00 per share. AN INVESTMENT IN THE
PORTFOLIO IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT AND THERE CAN BE NO ASSURANCE THAT THE
PORTFOLIO WILL BE ABLE TO MAINTAIN A STABLE NET ASSET
VALUE OF $1.00 PER SHARE.
- --------------------------------------------------------------------------------
INVESTMENT
ALTERNATIVES The Portfolio offers two separate classes of shares to
investors. "Prime Portfolio Institutional Shares" are
designed primarily for investors who meet a minimum
initial investment of $10 million and certain
administrative criteria, such as no employee
recordkeeping, checkwriting or other shareholder services.
Only this Institutional class of shares is offered through
this prospectus. "Prime Portfolio Shares", the second
class of shares, are available to all institutional and
individual investors and are offered through a separate
prospectus. To obtain information on the "Prime Portfolio
Shares", please call 1-800-662-7447 (SHIP), Monday through
Friday, from 8:00 a.m. to 9:00 p.m. and Saturday from 9:00
a.m. to 4:00 p.m. (Eastern time).
- --------------------------------------------------------------------------------
OPENING AN
ACCOUNT Shares of the Portfolio may be purchased by Federal Funds
wire. The minimum initial investment is $10 million.
- --------------------------------------------------------------------------------
ABOUT THIS
PROSPECTUS This Prospectus is designed to set forth concisely the
information an investor should know about the Portfolio
before investing. It should be retained for future
reference. A "Statement of Additional Information"
containing additional information about the Portfolio has
been filed with the Securities and Exchange Commission.
This Statement is dated March 26, 1997 and has been
incorporated by reference into this Prospectus. A copy may
be obtained without charge by writing to or calling
Vanguard at 1-800-523-8066.
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
<TABLE>
<S> <C> <C>
Page Page Page
Portfolio Expenses .............2 Investment Limitations .........7 SHAREHOLDER GUIDE
Yield and Total Return .........4 Management of the Portfolio ....7 Opening an Account and
PORTFOLIO INFORMATION Investment Adviser ............ 8 Purchasing Shares ........... 12
Investment Objective ...........5 Dividends and Taxes ........... 9 Dividend and Trade Date
Investment Policies ............5 Share Price Policy . 13
Implementation of Determination ...... 10 Selling Shares ................ 14
Policies ...... 6 General Information ........... 10 Exchanging Shares ............ 14
Important Information About
Telephone Transactions ...... 15
Other Account
Information ...... 15
</TABLE>
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 53
PORTFOLIO
EXPENSES The following table illustrates ALL expenses and fees that
you would incur as a shareholder of the Fund's Prime
Portfolio Institutional Shares or Prime Portfolio Shares.
The expenses set forth below for the Prime Portfolio
Institutional Shares and Prime Portfolio Shares are for
the fiscal year ended November 30, 1996.
<TABLE>
<CAPTION>
PRIME PORTFOLIO PRIME
INSTITUTIONAL PORTFOLIO
SHAREHOLDER TRANSACTION EXPENSES SHARES SHARES
-------------------------------------------- ------------------- ---------------
<S> <C> <C> <C> <C>
Sales Load Imposed on Purchases............. None None
Sales Load Imposed on Reinvested
Dividends................................. None None
Redemption Fees*............................ None None
Exchange Fees............................... None None
</TABLE>
<TABLE>
<CAPTION>
PRIME PORTFOLIO PRIME
INSTITUTIONAL PORTFOLIO
SHAREHOLDER TRANSACTION EXPENSES SHARES SHARES
-------------------------------------------- ------------------- ---------------
<S> <C> <C> <C> <C>
Management & Administrative Expenses........ 0.11% 0.26%
Investment Advisory Fees.................... 0.01 0.01
12b-1 Fees.................................. None None
Other Expenses
Distribution Costs........................ 0.02% 0.03%
Miscellaneous Expenses.................... 0.01% 0.02%
------
-----
Total Other Expenses........................ 0.03% 0.05%
----- -----
TOTAL OPERATING EXPENSES........... 0.15% 0.32%
===== =====
* Wire redemptions of less than $5,000 are subject to a $5 processing
fee.
</TABLE>
The purpose of this table is to assist an investor in
understanding the various expenses that an investor in the
Portfolio would bear directly or indirectly.
The following example illustrates the expenses that an
investor would incur on a $1,000 investment over various
periods, assuming (1) a 5% annual rate of return and (2)
redemption at the end of each period. As noted in the
table above, the Portfolio charges no redemption fees of
any kind.
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Prime Portfolio Institutional
Shares.......................... $2 $ 5 $ 8 $ 19
Prime Portfolio Shares............ $3 $10 $18 $ 41
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF
PAST OR FUTURE EXPENSES OR PERFORMANCE. ACTUAL EXPENSES
MAY BE HIGHER OR LOWER THAN THOSE SHOWN.
- --------------------------------------------------------------------------------
FINANCIAL
HIGHLIGHTS The following financial highlights for a share outstanding
throughout each period presented have been audited by
Price Waterhouse LLP, independent accountants, whose
report thereon was unqualified. This information should be
read in conjunction with the financial statements and
notes thereto, which, together with the remaining portions
of the Fund's 1996 Annual Report to Shareholders, are
incorporated by reference in the Statement of Additional
Information and this Prospectus, and which appear, along
with the report of Price Waterhouse LLP, in the Vanguard
Money Market Reserves' 1996 Annual Report to Shareholders.
For a more complete discussion of the Portfolio's
performance, please see the Fund's 1996 Annual Report to
Shareholders, which may be obtained without charge by
writing to the Portfolio or by calling Vanguard at
1-800-523-8066.
2
<PAGE> 54
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
PRIME PORTFOLIO INSTITUTIONAL SHARES(1)
--------------------------------------------------------------------------------------------------------
YEAR ENDED NOVEMBER 30,
YEAR ENDED OCT. 28, 1995 TO DEC. 1, 1994- ------------------------------------- OCT. 3, 1989*
NOV. 30, 1996 NOV. 30, 1995 OCT. 27, 1995 1994 1993 1992 1991 1990 TO NOV. 30, 1989
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING
OF PERIOD............. $1.00 $ 1.00 $ 1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $ 1.00
------ ------ ------ ------ ------ ------ ------ ------
INVESTMENT OPERATIONS
Net investment
Income.............. .054 .005 .053 .040 .031 .040 .063 .082 .014
Net Realized and
Unrealized Gain on
Investments......... -- -- -- -- -- -- -- -- --
------ ------ ------ ------ ------ ------ ------ ------
TOTAL FROM
INVESTMENT
OPERATIONS........ .054 .005 .053 .040 .031 .040 .063 .082 .014
- ------------------------------------------------------------------------------------------------------------------------
DISTRIBUTIONS
Dividends from Net
Investment Income... (.054) (.005) (.053) (.040) (.031) (.040) (.063) (.082) (.014)
Distributions from
Realized Capital
Gains............... -- -- -- -- -- -- -- -- --
------ ------ ------ ------ ------ ------ ------ ------
TOTAL
DISTRIBUTIONS..... (.054) (.005) (.053) (.040) (.031) (.040) (.063) (.082) (.014)
- ------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF
PERIOD................ $1.00 $ 1.00 $ 1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $ 1.00
========================================================================================================================
TOTAL RETURN............ 5.49% .53% 5.45% 4.06% 3.19% 4.02% 6.52% 8.49% 1.40%
========================================================================================================================
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of
Period
(Millions)............ $ 910 $ 793 $734 $677 $306 $269 $218 $91 $69
Ratio of Expenses to
Average
Net Assets............ .15% .15%** .15%** .15% .15% .15% .15% .15% .15%**
Ratio of Net Investment
Income to Average Net
Assets................ 5.35% 5.65%** 5.85%** 4.14% 3.14% 3.93% 6.14% 8.24% 8.90%**
</TABLE>
* Commencement of operations.
** Annualized.
(1) Results up to October 27, 1995, are for the former Vanguard Institutional
Money Market Portfolio.
- --------------------------------------------------------------------------------
3
<PAGE> 55
<TABLE>
<CAPTION>
PRIME PORTFOLIO SHARES
-------------------------------------------------------------------------------------------------
YEAR ENDED NOVEMBER 30,
-------------------------------------------------------------------------------------------------
1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING
OF PERIOD................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
INVESTMENT OPERATIONS
Net investment Income....... .052 .057 .038 .030 .038 .062 .080 .090 .072 .063
Net Realized and Unrealized
Gain (Loss) on
Investments............... -- -- -- -- -- -- -- -- -- --
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
TOTAL FROM INVESTMENT
OPERATIONS.............. .052 .057 .038 .030 .038 .062 .080 .090 .072 .063
- ---------------------------------------------------------------------------------------------------------------------------------
DISTRIBUTIONS
Dividends from Net
Investment Income......... (.052) (.057) (.038) (.030) (.038) (.062) (.080) (.090) (.072) (.063)
Distributions from Realized
Capital Gains............. -- -- -- -- -- -- -- -- -- --
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
TOTAL DISTRIBUTIONS....... (.052) (.057) (.038) (.030) (.038) (.062) (.080) (.090) (.072) (.063)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF
PERIOD...................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
=================================================================================================================================
TOTAL RETURN.................. 5.31% 5.82% 3.87% 3.02% 3.89% 6.39% 8.32% 9.40% 7.47% 6.49%
=================================================================================================================================
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period
(Millions).................. $22,218 $18,764 $15,109 12,367 12,638 13,496 13,579 11,067 6,863 4,088
Ratio of Expenses to Average
Net Assets.................. 0.32% 0.32% 0.32% 0.32% 0.30% 0.30% 0.30% 0.28% 0.33% 0.37%
Ratio of Net Investment Income
to Average Net Assets....... 5.18% 5.64% 3.84% 2.98% 3.82% 6.20% 8.06% 9.05% 7.28% 6.30%
</TABLE>
- --------------------------------------------------------------------------------
YIELD AND TOTAL
RETURN From time to time the Portfolio may advertise its yield
and total return. Both yield and total return figures are
based on historical earnings and are not intended to
indicate future performance. The "total return" of the
Portfolio refers to the average annual compounded rates of
return over one-, five- and ten-year periods or over the
life of the Portfolio (as stated in the advertisement)
that would equate an initial amount invested at the
beginning of a stated period to the ending redeemable
value of the investment, assuming the reinvestment of all
dividends and distributions.
In accordance with industry guidelines set forth by the
U.S. Securities and Exchange Commission, the "seven-day"
or "current" yield of the Portfolio reflects the income
earned by a hypothetical account in the Portfolio during a
seven-day period, expressed as an annual percentage rate.
The "effective yield" of the Portfolio assumes the income
over the seven-day period is reinvested weekly, resulting
in a slightly higher stated yield through compounding.
Methods used to calculate advertised yields are
standardized for all money market funds. However, these
methods differ from the accounting methods used by the
Portfolio to maintain its books and records, and so
advertised yields may not fully reflect the income paid to
an investor's account.
- --------------------------------------------------------------------------------
4
<PAGE> 56
INVESTMENT
OBJECTIVE The Portfolio's objective is to provide the maximum
current income that is consistent with the preservation of
capital and liquidity by investing in specified money
market instruments. The Portfolio also seeks to maintain a
constant net asset value of $1.00 per share.
- --------------------------------------------------------------------------------
INVESTMENT
POLICIES
THE PORTFOLIO INVESTS
HIGH QUALITY MONEY
MARKET SECURITIES The Portfolio will invest in the following high-quality
money market obligations issued by financial institutions,
non-financial corporations, the U.S. Government, its
agencies and instrumentalities and state and municipal
governments and their agencies or instrumentalities:
(1) Negotiable certificates of deposit and bankers'
acceptances of U.S. banks having total assets in
excess of $1 billion.
(2) Commercial paper (including variable amount master
demand notes) rated Prime-1 by Moody's Investors
Services, Inc. or A-1 by Standard & Poor's Corporation
or, if unrated, issued by a corporation having an
outstanding debt issue rated Aa3 or better by Moody's
or AA- or better by Standard & Poor's.
(3) Short-term corporate obligations rated Aa3 or better
by Moody's or AA- or better by Standard & Poor's.
(4) Eurodollar and Yankee bank obligations. Eurodollar
bank obligations are dollar-denominated certificates
of deposit or time deposits issued outside the U.S. by
the foreign branches of U.S. banks and by foreign
banks; Yankee bank obligations are dollar-denominated
obligations issued in the U.S. by foreign banks.
(5) United States Treasury obligations including bills,
notes, bonds, and other debt obligations issued by the
United States Treasury. These securities are backed by
the full faith and credit of the U.S. Government.
(6) Securities issued or guaranteed by agencies and
instrumentalities of the U.S. Government. These
include securities issued by the Federal Home Loan
Bank, Federal Land Bank, Farmers Home Administration,
Farm Credit Bank, Federal Intermediate Credit Bank,
Federal National Mortgage Association, Federal
Financing Bank, Tennessee Valley Authority, and
others. Such "agency" securities may not be backed by
the full faith and credit of the U.S. Government.
(7) Repurchase agreements collateralized by the securities
listed in (5) and (6) above.
In addition, the Portfolio may invest up to 10% of its net
assets in restricted or illiquid securities.
The Portfolio invests in money market instruments that
mature in 13 months or less. The Portfolio will also
maintain an average weighted maturity of 90 days or less.
- --------------------------------------------------------------------------------
5
<PAGE> 57
IMPLEMENTATION
OF POLICIES
THE PORTFOLIO MAY
INVEST IN REPURCHASE
AGREEMENTS The Portfolio may invest in repurchase agreements
according to the restrictions and limitations set forth on
page 5 in "Investment Policies." A repurchase agreement is
a means of investing monies for a short period. In a
repurchase agreement, a seller -- a U.S. commercial bank
or recognized U.S. securities dealer -- sells securities
to the Portfolio and agrees to repurchase the securities
at the Portfolio's cost plus interest within a specified
period (normally one day). In these transactions, the
securities purchased by the Portfolio will have a total
value equal to or in excess of the value of the repurchase
agreement, and will be held by the Portfolio's Custodian
Bank until repurchased.
The use of repurchase agreements involves certain risks.
For example, if the seller of the agreement defaults on
its obligation to repurchase the underlying securities at
a time when the value of these securities has declined,
the Portfolio may incur a loss upon disposition of them.
If the seller of the agreement becomes insolvent and
subject to liquidation or reorganization under the
Bankruptcy Code or other laws, a bankruptcy court may
determine that the underlying securities are collateral
not within the control of the Portfolio and therefore
subject to sale by the trustee in bankruptcy. Finally, it
is possible that the Portfolio may not be able to
substantiate its interest in the underlying securities.
While the Portfolio's management acknowledges these risks,
it is expected that they can be controlled through
stringent security selection and careful monitoring.
THE PORTFOLIO MAY
INVEST IN EURODOLLAR OR
YANKEE OBLIGATIONS Eurodollar bank obligations are dollar-denominated
certificates of deposit or time deposits issued outside
the U.S. capital markets by the foreign branches of U.S.
banks and by foreign banks. Yankee bank obligations are
dollar-denominated obligations issued in the U.S. capital
markets by foreign banks.
Eurodollar and Yankee obligations are subject to the same
risks that pertain to domestic issues, notably credit
risk, market risk and liquidity risk. Additionally,
Eurodollar (and to a limited extent, Yankee) obligations
are subject to certain sovereign risks. One such risk is
the possibility that a foreign government might prevent
dollar-denominated funds from flowing across its borders.
Other risks include: adverse political and economic
developments in a foreign country; the extent and quality
of government regulation of financial markets and
institutions; the imposition of foreign withholding taxes;
and expropriation or nationalization of foreign issuers.
However, Eurodollar and Yankee obligations will undergo
the same credit analysis as domestic issues in which the
Portfolio invests, and foreign issuers will be required to
meet the same tests of financial strength as the domestic
issuers approved for the Portfolio.
PORTFOLIO TURNOVER
WILL BE HIGH The Portfolio is expected to have a high portfolio
turnover rate due to the short maturities of the
securities purchased. However, this high turnover rate
should not increase the Portfolio's costs since brokerage
commissions are not normally charged on the purchase or
sale of money market instruments.
6
<PAGE> 58
DERIVATIVE
INVESTING
THE FUND MAY
INVEST IN DERIVATIVE
SECURITIES Derivatives are instruments whose values are linked to or
derived from an underlying security or index. The Fund
invests only in derivative securities such as floating
rate instruments with returns derived directly from
standard, U.S. dollar-denominated short-term taxable
interest rate benchmarks. Such benchmarks may include
short-term LIBOR rates, Federal Reserve Daily Federal
Funds Effective Rate and U.S. Treasury Bill auction
results. The Fund does not use derivatives to apply
leverage, nor does it invest in futures or options.
- --------------------------------------------------------------------------------
INVESTMENT
LIMITATIONS
THE PORTFOLIO HAS
ADOPTED CERTAIN
FUNDAMENTAL
LIMITATIONS The Portfolio has adopted certain limitations designed to
reduce its risk exposure. These limitations include the
following:
(a) The Portfolio will not invest more than 5% of its
assets in the securities of any single company,
excluding obligations of the United States Government.
(b) The Portfolio will not purchase more than 10% of any
class of securities of any issuer.
(c) The Portfolio will not invest more than 25% of its
assets in any one industry, excluding obligations of
the United States Government or certificates of
deposit or banker's acceptances of domestic
institutions.
(d) The Portfolio will not borrow money except for
emergency purposes and then not in excess of 15% of
total assets.
These investment limitations are considered at the time
investment securities are purchased. The limitations
described here and in the Statement of Additional
Information may be changed only with the approval of a
majority of the Portfolio's shareholders.
- --------------------------------------------------------------------------------
MANAGEMENT OF
THE PORTFOLIO
VANGUARD ADMINISTERS
AND DISTRIBUTES THE
PORTFOLIO Vanguard Money Market Reserves is a member of The Vanguard
Group of Investment Companies, a family of more than 30
investment companies with more than 90 distinct investment
portfolios and total assets in excess of $250 billion.
Through their jointly-owned subsidiary, The Vanguard
Group, Inc. ("Vanguard"), the Fund and the other funds in
the Group obtain at cost virtually all of their corporate
management, administrative, shareholder accounting and
distribution services. Vanguard also provides investment
advisory services on an at-cost basis to certain Vanguard
funds. As a result of Vanguard's unique corporate
structure, the Vanguard funds have costs substantially
lower than those of most competing mutual funds. In 1996,
the average expense ratio (annual costs including advisory
fees divided by total net assets) for the Vanguard funds
amounted to approximately .29% compared to an average of
1.22% for the mutual fund industry (data provided by
Lipper Analytical Services).
The Officers of Vanguard Money Market Reserves manage the
day-to-day operations of the Portfolio and are responsible
to the Vanguard Money Market Reserves Board of Directors.
The Directors set broad policies for the Portfolio and
choose its Officers. A list of Directors and Officers of
the Fund and a statement of their present positions and
principal occupations during the past five years can be
found in the Statement of Additional Information.
Vanguard employs a supporting staff of management and
administrative personnel needed to provide the requisite
services to the funds and also furnishes the funds
7
<PAGE> 59
with necessary office space, furnishings and equipment.
Each fund pays its share of Vanguard's total expenses,
which are allocated among the funds under methods approved
by the Board of Directors (Trustees) of each fund. In
addition, each fund bears its own direct expenses, such as
legal, auditing and custodian fees.
Vanguard also provides distribution and marketing services
to the Vanguard funds. The funds are available on a
no-load basis (i.e., there are no sales commissions or
12b-1 fees). However, each fund bears its share of the
Group's distribution costs.
- --------------------------------------------------------------------------------
INVESTMENT
ADVISER
VANGUARD MANAGES
THE PORTFOLIO'S
INVESTMENTS The Portfolio receives all investment advisory services on
an at-cost basis from Vanguard's Fixed Income Group. The
Group provides investment advisory services to more than
40 Vanguard money market and bond portfolios, both taxable
and tax-exempt. Total assets under management by
Vanguard's Fixed Income Group were $78 billion as of
November 30, 1996. The Fixed Income Group is supervised by
the Officers of the Portfolio. Ian A. MacKinnon, Senior
Vice President of Vanguard, has been in charge of the
Group since its inception in 1981.
The Fixed Income Group manages the investment and
reinvestment of the assets of the Portfolio and
continuously reviews, supervises and administers the
Portfolio's investment program, subject to the maturity
and quality standards specified in this Prospectus and
supplemental guidelines approved by the Board of
Directors. The Fixed Income Group's selection of
investments for the Portfolio is based on: (a) continuing
credit analysis of those instruments held in the Portfolio
and those being considered for inclusion therein; (b)
possible disparities in yield relationships between
different money market instruments; and (c) actual or
anticipated movements in the general level of interest
rates.
The Fixed Income Group is also responsible for the
allocation of principal business and portfolio brokerage
and the negotiation of commissions. The purchase and sale
of investment securities will ordinarily be principal
transactions. Portfolio securities will normally be
purchased directly from the issuer or from an underwriter
or market maker for the securities. There usually will be
no brokerage commissions paid by the Portfolio for
securities purchased directly from an issuer. Purchases
from underwriters of securities will include a commission
or concession paid by the issuer to the underwriter.
Purchases from dealers serving as market makers will
include a dealer's mark-up.
In purchasing and selling securities, it is the
Portfolio's policy to seek to obtain quality execution at
the most favorable prices through responsible
broker-dealers. In selecting broker-dealers to execute the
securities transactions for the Portfolio, consideration
will be given to such factors as: the price of the
security; the rate of the commission; the size and
difficulty of the order; the reliability, integrity,
financial condition, general execution and operational
capabilities of competing broker-dealers; and the
brokerage and research services provided to the Portfolio.
- --------------------------------------------------------------------------------
8
<PAGE> 60
DIVIDENDS
AND TAXES
DIVIDENDS ARE PAID ON
THE FIRST BUSINESS DAY
OF EACH MONTH The Portfolio's dividends are accrued daily and are
distributed on the first business day of the month. The
Portfolio's dividends will be automatically reinvested in
additional shares unless the Portfolio is notified
otherwise.
The Portfolio's dividends are computed and declared as of
the regular close of the New York Stock Exchange
(generally 4:00 p.m. Eastern time) each day, and are
payable to shareholders of record as of 10:45 a.m.
(Eastern time) on that day. In other words, shareholders
whose purchases of shares are effective as of 10:45 a.m.
will receive the dividend for that day. See "Dividend and
Trade Date Policy" for more information about the
crediting of dividends.
Net realized short-term capital gains of the Portfolio, if
any, will be distributed whenever the Directors determine
that such distributions would be in the best interest of
shareholders, but in any event at least once a year. The
Portfolio does not expect to realize any long-term capital
gains. Should any such gains be realized, they will be
distributed annually.
In addition, in order to satisfy certain distribution
requirements of the Tax Reform Act of 1986, the Portfolio
may declare special or regular year-end dividend and
capital gains distributions during December. Such
distributions, if received by shareholders by January 31,
are deemed to have been paid by the Fund and received by
shareholders on December 31 of the prior year.
DIVIDENDS WILL BE
SUBJECT TO FEDERAL
INCOME TAX The Portfolio intends to continue to qualify for taxation
as a "regulated investment company" under the Internal
Revenue Code so that it will not be subject to federal
income tax to the extent its income is distributed to
shareholders. Dividends paid by the Portfolio from net
investment income, whether received in cash or reinvested
in additional shares, will be taxable to shareholders as
ordinary income. For corporate investors, dividends from
net investment income will not qualify for the
intercorporate dividends-received deduction.
Although the Portfolio does not expect to distribute any
long-term capital gains, any capital gains distribution
made by the Portfolio would be subject to federal income
tax. Such distributions would not qualify for the
intercorporate dividends-received deduction.
A sale of shares of the Portfolio, either by redemption or
exchange, is a taxable event, and may result in a capital
gain or loss. However, since the Portfolio seeks to
maintain a constant $1.00 share price for both purchases
and redemptions, shareholders are not expected to realize
a capital gain or loss upon sale.
Dividend distributions, any capital gains distributions,
and any capital gains or losses from redemptions and
exchanges may be subject to state and local taxes.
However, depending on a state's tax rules, the portion of
the Portfolio's income derived from direct U.S. Treasury
obligations may be exempt from state and local taxes.
Vanguard will indicate each year the portion of the
Portfolio's income, if any, that may qualify for this
exemption.
9
<PAGE> 61
The Portfolio is required to withhold 31% of taxable
dividends, capital gains distributions, and redemptions
paid to shareholders who have not complied with IRS
taxpayer identification regulations. This withholding
requirement may be avoided by certifying on the Account
Registration Form the appropriate Taxpayer Identification
Number and by certifying that backup withholding does not
apply.
The Fund has obtained a Certificate of Authority to do
business as a foreign corporation in Pennsylvania, and
does business and maintains an office in that state. In
the opinion of counsel, the shares of each Portfolio of
the Fund will be exempt from Pennsylvania personal
property taxes.
The tax discussion set forth above is included for general
information only. Prospective investors should consult
their own tax advisers concerning the tax consequences of
an investment in the Portfolio. The Portfolio is managed
without regard to tax ramifications.
- --------------------------------------------------------------------------------
SHARE PRICE
DETERMINATION The Portfolio's share price or "net asset value" per share
is determined daily at the regular close of trading on the
New York Stock Exchange (generally 4:00 p.m. Eastern
time.) The Portfolio determines its net asset value per
share by subtracting the Portfolio's liabilities
(including accrued expenses and dividends payable) from
the total value of the Portfolio's investments and other
assets and dividing the result by the total outstanding
shares of the Portfolio.
For the purpose of calculating the Portfolio's net asset
value per share, securities are valued by the "amortized
cost" method of valuation, which does not take into
account unrealized gains or losses. This involves valuing
an instrument at its cost and thereafter assuming a
constant amortization to maturity of any discount or
premium, regardless of the impact of fluctuating interest
rates on the market value of the instrument. While this
method provides certainty in valuation, it may result in
periods during which value, as determined by amortized
cost, is higher or lower than the price the Portfolio
would receive if it sold the instrument.
The use of amortized cost and the maintenance of the
Portfolio's per share net asset value at $1.00 is based on
its election to operate under the provisions of Rule 2a-7
under the Investment Company Act of 1940. As a condition
of operating under that rule, the Portfolio must maintain
a dollar-weighted average portfolio maturity of 90 days or
less, purchase only instruments having remaining
maturities of 13 months or less, and invest only in
securities which are determined by the Directors to
present minimal credit risks and which are of high-quality
as determined by any major rating service, or in the case
of any instrument not so rated, considered by the
Directors to be of comparable quality. The Directors have
established procedures designed to stabilize the net asset
value per share as computed for the purposes of sales and
redemptions at $1.00.
- --------------------------------------------------------------------------------
GENERAL
INFORMATION The Prime Portfolio is a series of Vanguard Money Market
Reserves, Inc., a Maryland corporation. The Articles of
Incorporation permit the Directors to issue 42,000,000,000
shares of common stock, with a $.001 par value. The Board
of Directors has the power to designate one or more
Portfolios or classes of shares of common stock and to
classify
10
<PAGE> 62
or reclassify any unissued shares with respect to such
Portfolios and classes. Currently, the Vanguard Money
Market Reserves is offering shares of two Portfolios. The
Prime Portfolio offers two distinct classes of shares. One
class of Prime Portfolio shares is available for investors
with a minimum initial investment of $3,000; the
Institutional class of Prime Portfolio shares is designed
for investors who can make an initial investment of at
least $10 million and do not require administrative
services such as employee recordkeeping and checkwriting.
The shares of the Portfolio are fully paid and
non-assessable; have no preference as to conversion,
exchange, dividends, retirement or other features; and
have no pre-emptive rights. The shares of the Portfolio
have non-cumulative voting rights, meaning that the
holders of more than 50% of the shares voting for the
election of Directors can elect 100% of the Directors if
they choose to do so.
Annual meetings of shareholders will not be held except as
required by the Investment Company Act of 1940 and other
applicable law. An annual meeting will be held to vote on
the removal of a Director or Directors of the Fund if
requested in writing by holders of not less than 10% of
the outstanding shares of the Fund.
CoreStates Bank, N.A., Philadelphia, PA, has been retained
to act as Custodian of the assets of the Portfolio. The
Vanguard Group, Inc., Valley Forge, PA, serves as the
Portfolio's Transfer and Dividend Disbursing Agent. Price
Waterhouse LLP serves as independent accountants for the
Portfolio and will audit its financial statements
annually. The Portfolio is not involved in any litigation.
- --------------------------------------------------------------------------------
11
<PAGE> 63
SHAREHOLDER GUIDE
OPENING AN
ACCOUNT AND
PURCHASING
SHARES To open a new account, complete an Account Registration
Form and mail it to:
VANGUARD FINANCIAL CENTER
VANGUARD PRIME PORTFOLIO INSTITUTIONAL SHARES
ATTN: INSTITUTIONAL INVESTOR SERVICES
P.O. BOX 1472
VALLEY FORGE, PA 19482
For express or registered mail, send your registration
form to: Vanguard Financial Center, Vanguard Prime
Portfolio Institutional Shares, Attn: Institutional
Investor Services, 100 Vanguard Boulevard, Malvern, PA
19355.
Once the account has been opened, Vanguard will assign an
Institutional Investor Services Representative for future
account transactions.
Shares of the Portfolio may be purchased by Federal Funds
wire. The minimum initial investment for the Portfolio is
$10 million. Please contact your Institutional Investor
Services Representative or call the Vanguard Group at
1-800-523-8066 to notify the Portfolio of the intended
investment and to receive an account number. Wiring
instructions are provided below.
Subsequent investments of $5 million or more will qualify
for dividends on the date of purchase if Vanguard is
notified one business day in advance of the intended
purchase, and a Federal Funds wire is received by the
close of the New York Stock Exchange (generally 4:00 p.m.
Eastern time) on the date of purchase. See "Dividend and
Trade Date Policy".
PURCHASE
RESTRICTIONS Vanguard will not accept third-party checks to purchase
shares of the Fund. Please be sure your purchase check is
made payable to the Vanguard Group.
ADDITIONAL
INVESTMENTS
Please contact your
Institutional Investor
Services Representative
Additional investments may be made at any time by wiring
monies to Vanguard. As noted above, subsequent investments
of $5 million or more require prior day notification to
qualify for dividends on the date of purchase. To ensure
prompt investment, please notify your Institutional
Investor Services Representative in advance of the wire.
- --------------------------------------------------------------------------------
PURCHASING BY WIRE
BEFORE WIRING
Please contact
your institutional
Investor Services
Representative Monies should be wired to:
CORESTATES BANK, N.A.
ABA 031000011
CORESTATES NO 0144 6936
ATTN VANGUARD
VANGUARD MONEY MARKET RESERVES
VANGUARD PRIME PORTFOLIO INSTITUTIONAL SHARES
ACCOUNT NUMBER
ACCOUNT REGISTRATION
12
<PAGE> 64
To ensure proper receipt, please be sure to include in the
wiring instructions the complete Portfolio name and the
account number Vanguard has assigned. Note: Federal Funds
wire purchase orders will be accepted only when the
Portfolio and Custodian Bank are open for business.
- --------------------------------------------------------------------------------
PURCHASING BY
EXCHANGE (from a
Vanguard account) Purchases may also be made by exchange from an existing
Vanguard Fund account. However, the Portfolio reserves the
right to refuse any exchange purchase request. Please call
your Institutional Investor Services Representative or
call Participant Services at 1-800-523-8066 for more
information.
DIVIDEND
DISTRIBUTIONS Dividend distributions paid by the Portfolio will be
automatically reinvested in additional Portfolio shares. A
cash dividend option is also available from the Portfolio.
Please contact your Institutional Investor Services
Representative for further information.
CERTIFICATES Share certificates will not be issued for the Portfolio.
ELECTRONIC
PROSPECTUS
DELIVERY You may receive a prospectus for the Fund or any of the
Vanguard Funds in an electronic format. Please call
1-800-231-7870 for additional information or see "Other
Vanguard Services -- Computer Access". If you elect to do
so, you may also receive a paper copy of the prospectus,
by calling 1-800-523-8066.
- --------------------------------------------------------------------------------
DIVIDEND AND
TRADE DATE POLICY Investments will qualify for dividends on the date of
purchase under the following conditions:
- FOR INVESTMENTS OF $5 MILLION OR MORE: The Portfolio
must be notified of the intended purchase by 4:00 p.m.
(Eastern time) on the prior business day and the Federal
Funds wire must be received by Vanguard by 4:00 p.m.
(Eastern time) on the day of purchase.
- FOR INVESTMENTS OF LESS THAN $5 MILLION: The Portfolio
must be notified of the intended purchase by 10:45 a.m.
(Eastern time) on the day of purchase and the Federal
Funds wire must be received by 4:00 p.m. (Eastern time).
Generally, if these requirements are not met, an
investment will begin to earn dividends on the business
day following receipt of a Federal Funds wire.
The trade date, the day on which an account is credited,
is generally the day on which the Portfolio receives an
investment in the form of Federal Funds. For purchases by
Federal Funds wire or by exchange, the Portfolio is
credited immediately with Federal Funds. If a purchase by
Federal Funds wire or exchange is received by the close of
the Exchange, the trade date is the day of receipt. If a
purchase is received after the close of the Exchange, the
trade date is the business day following the receipt of
the wire or exchange.
The Portfolio reserves the right to suspend the offering
of shares for a period of time. The Portfolio also
reserves the right to reject any specific purchase
request.
- --------------------------------------------------------------------------------
13
<PAGE> 65
SELLING SHARES
WIRE PROCEEDS Any portion of an account may be withdrawn by contacting
your Institutional Investor Services Representative. The
redemption proceeds will be wired to the bank account
indicated on the Account Registration Form normally on the
business day following receipt of a request.
For a redemption of an entire account balance, accrued
dividends will not be included in the initial redemption
wire, but will be sent separately by check or wire.
Wire redemptions of less than $5,000 are subject to a $5
charge deducted from the principal in your account. There
is no charge for wire redemptions of $5,000 or more, or
for subsequent dividend wires.
For our mutual protection, wiring instructions must be on
file at Vanguard prior to executing any redemption
request. A request to change the bank account associated
with the wire redemption feature or a request to wire
funds to a bank other than that on file must be received
in writing. A signature guarantee of an authorized officer
is required if the bank registration is not identical to
the Vanguard Fund account registration.
- --------------------------------------------------------------------------------
SELLING BY EXCHANGE Shares may also be sold by making an exchange to another
Vanguard Fund account. For further information, please
contact your Institutional Investor Services
Representative.
- --------------------------------------------------------------------------------
OTHER REDEMPTION
INFORMATION The Portfolio may suspend the redemption rights or
postpone payment at times when the New York Stock Exchange
is closed or under any emergency circumstances as
determined by the United States Securities and Exchange
Commission.
- --------------------------------------------------------------------------------
REQUIRED CONVERSION
TO INDIVIDUAL
SHARE CLASS The Portfolio reserves the right to convert an investor's
Prime Portfolio Institutional Shares into Prime Portfolio
Shares if the investor's account balance falls below $10
million. Any such conversion will be preceded by written
notice to the investor.
- --------------------------------------------------------------------------------
EXCHANGING
SHARES Shares of the Portfolio may be exchanged for those of
other available Vanguard Funds either by telephone or
mail. Contact your Institutional Investor Services
Representative for further information. Telephone exchange
requests must ordinarily be received by the close of
trading on the New York Stock Exchange (generally 4:00
p.m. Eastern time) in order to be processed on the date of
receipt. The new Fund account will bear the identical
registration of the Vanguard Prime Portfolio Institutional
account.
Telephone exchanges are not permitted for several Vanguard
Funds, and there also may be restrictions on new
investments in certain Funds. Large exchange requests
(i.e., those over $250,000) require prior approval by
Vanguard on behalf of the Fund. Contact your Institutional
Investor Services Representative for full information,
including a prospectus.
14
<PAGE> 66
Neither the Portfolio nor Vanguard is responsible for the
authenticity of exchange instructions received by
telephone. Every effort will be made to maintain the
exchange privilege. However, the Portfolio reserves the
right to revise or terminate its provisions, limit the
amount of or reject any exchange, as deemed necessary, at
any time.
- --------------------------------------------------------------------------------
IMPORTANT
INFORMATION
ABOUT TELEPHONE
TRANSACTIONS The ability to initiate redemptions (except wire
redemptions) and exchanges by telephone is automatically
established on your account unless you request in writing
that telephone transactions on your account not be
permitted. The ability to initiate wire redemptions by
telephone will be established on your account only if you
specifically elect this option in writing.
To protect your account from losses resulting from
unauthorized or fraudulent telephone instructions,
Vanguard adheres to the following security procedures:
1. SECURITY CHECK. To request a transaction by telephone,
the caller must know (i) the name of the Portfolio;
(ii) the 10-digit account number; (iii) the exact name
and address used in the registration; and (iv) the
Social Security or Employer Identification number
listed on the account.
2. PAYMENT POLICY. The proceeds of any telephone
redemption by mail will be made payable to the
registered shareowner and mailed to the address of
record, only. In the case of a telephone redemption by
wire, the wire transfer will be made only in accordance
with the shareowner's prior written instructions.
Neither the Portfolio nor Vanguard will be responsible for
the authenticity of transaction instructions received by
telephone, provided that reasonable security procedures
have been followed. Vanguard believes that the security
procedures described above are reasonable, and that if
such procedures are followed, you will bear the risk of
any losses resulting from unauthorized or fraudulent
telephone transactions on your account.
- --------------------------------------------------------------------------------
OTHER ACCOUNT
INFORMATION For corporate investors, a current corporate resolution
must be maintained on file at Vanguard at all times. The
initial application serves as a corporate resolution. Any
revisions to a corporate resolution must be submitted to
your Institutional Investor Services Representative at
Vanguard.
To change the registration of an account, a request must
be submitted in writing to Vanguard and include the
following information: the account number and portfolio
name; authorized signatures; any applicable signature
guarantees; and other supporting legal documents as
necessary.
All requests should be mailed to the following address:
VANGUARD FINANCIAL CENTER
ATTN: INSTITUTIONAL INVESTOR SERVICES
P.O. BOX 1472
VALLEY FORGE, PA 19482
- --------------------------------------------------------------------------------
15
<PAGE> 67
(THIS PAGE INTENTIONALLY LEFT BLANK.)
<PAGE> 68
LOGO
---------------------------
THE VANGUARD GROUP
INSTITUTIONAL INVESTOR SERVICE
Vanguard Financial Center
P.O. Box 2600
Valley Forge, PA 19482
PARTICIPANT SERVICES:
1-800-523-8066
TRANSFER AGENT:
The Vanguard Group, Inc.
Vanguard Financial Center
Valley Forge, PA 19482
I066
- --------------------------------------------------------------------------------
<PAGE> 69
PART B
VANGUARD MONEY MARKET RESERVES
STATEMENT OF ADDITIONAL INFORMATION
MARCH 26, 1997
This Statement is not a prospectus but should be read in conjunction with
the Fund's current Prospectus (dated March 26, 1997). To obtain the Prospectus
please call the Investor Information Department:
1-800-662-7447
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Investment Objectives and Policies........................................................ 1
Investment Limitations.................................................................... 2
Yield and Total Return.................................................................... 4
Calculation of Yield...................................................................... 4
Purchase of Shares........................................................................ 5
Redemption of Shares...................................................................... 5
Shareholder Services...................................................................... 5
Performance Measures...................................................................... 6
Management of the Fund.................................................................... 9
Description of Shares and Voting Rights................................................... 12
Financial Statements...................................................................... 12
Appendix--Description of Securities and Ratings........................................... 12
</TABLE>
INVESTMENT OBJECTIVE AND POLICIES
The following policies supplement the investment objective and policies set
forth in the Fund's Prospectus:
REPURCHASE AGREEMENTS The Prime and Federal Portfolios may invest in
repurchase agreements with commercial banks, brokers or dealers either for
defensive purposes due to market conditions or to generate income from its
excess cash balances. A repurchase agreement is an agreement under which the
Portfolio acquires a money market instrument (generally a security issued by the
U.S. Government or an agency thereof, a banker's acceptance or a certificate of
deposit) from a commercial bank, broker or dealer, subject to resale to the
seller at an agreed upon price and date (normally, the next business day). A
repurchase agreement may be considered a loan collateralized by securities. The
resale price reflects an agreed upon interest rate effective for the period the
instrument is held by the Portfolio and is unrelated to the interest rate on the
underlying instrument. In these transactions, the securities acquired by the
Portfolio (including accrued interest earned thereon) must have a total value in
excess of the value of the repurchase agreement and are held by a custodian bank
until repurchased. In addition, the Fund's Board of Directors will monitor a
Portfolio's repurchase agreement transactions generally and will establish
guidelines and standards for review by the investment adviser of the
creditworthiness of any bank, broker or dealer party to a repurchase agreement
with the Portfolio. No more than an aggregate of 10% of a Portfolio's net
assets, at the time of investment, will be invested in repurchase agreements
having maturities longer than seven days and securities subject to legal or
contractual restrictions on resale for which there are no readily available
market quotations. See "Illiquid Securities" below.
The use of repurchase agreements involves certain risks. For example, if
the other party to the agreement defaults on its obligation to repurchase the
underlying security at a time when the value of the security has declined, the
Portfolio may incur a loss upon disposition of the security. If the other party
to the agreement becomes insolvent and subject to liquidation or reorganization
under the Bankruptcy Code or other laws, a court may determine that the
underlying security is collateral for a loan by the Portfolio not within the
control
1
<PAGE> 70
of the Portfolio and therefore the realization by the Portfolio on such
collateral may be automatically stayed. Finally, it is possible that the
Portfolio may not be able to substantiate its interest in the underlying
security and may be deemed an unsecured creditor of the other party to the
agreement. While each Portfolio's management acknowledges these risks, it is
expected that they can be controlled through careful monitoring procedures.
RESTRICTED SECURITIES Each Portfolio may invest in restricted securities
(privately placed debt securities) and other securities which are not readily
marketable, but will not acquire such securities if as a result they, together
with the aggregate of other securities for which no quotations are readily
available, would comprise more than 10% of the value of the Portfolio's net
assets. Pursuant to Section 4(2) of the Securities Act of 1933 and Rule 144A
under the Securities Act of 1933, as amended, if a substantial market among
qualified institutional buyers develops for restricted securities held by any
Portfolio, the Fund intends to treat such securities as liquid securities, in
accordance with procedures approved by the Fund's Board of Directors.
Restricted securities may be sold only in privately negotiated transactions
or in a public offering with respect to which a registration statement is in
effect under the Securities Act of 1933. Where registration is required, a
Portfolio may be obligated to pay all or part of the registration expenses and a
considerable period may elapse between the time of the decision to sell and the
time the Portfolio may be permitted to sell a security under an effective
registration statement. If, during such a period, adverse market conditions were
to develop, the Portfolio might obtain a less favorable price than prevailed
when it decided to sell. Restricted securities will be priced at fair value as
determined in good faith by the Board of Directors. If through the appreciation
of restricted securities or the depreciation of unrestricted securities, a
Portfolio should be in a position where more than 10% of the value of its net
assets are invested in illiquid assets, including restricted securities, the
Portfolio will take appropriate steps to protect liquidity.
ILLIQUID SECURITIES Illiquid securities are securities that may not be
sold or disposed of in the ordinary course of business within seven business
days at approximately the value at which they are being carried on a Fund's
books. An illiquid security includes repurchase agreements which have a maturity
of longer than seven days, securities which are illiquid by virtue of the
absence of a readily available market, and demand instruments with a demand
notice exceeding seven days. Illiquid securities may include securities that are
not registered under the Securities Act of 1933 (the "1933 Act"); however,
unregistered securities that can be sold to "qualified institutional buyers" in
accordance with Rule 144A under the 1933 Act will not be considered illiquid so
long as it is determined by the Fund's adviser that an adequate trading market
exists for the security. From time to time, the Fund's Board of Directors may
determine that certain restricted securities known as Rule 144A securities are
liquid and not subject to the 10% limitation described above.
SECURITIES OF OTHER INVESTMENT COMPANIES Each Portfolio may invest in
securities of other investment companies if the securities are acquired as part
of a merger, consolidation of acquisition of assets approved by the Portfolio's
shareholders or otherwise to the extent permitted by Section 12 of the
Investment Company Act of 1940. The Portfolio will invest only in investment
companies which have investment objectives and policies consistent with those of
the Portfolio. When investing in the securities of other investment companies,
the Portfolio may incur fees and expenses of the underlying fund in addition to
the Portfolio's own fees and expenses.
INVESTMENT LIMITATIONS
The following restrictions and fundamental policies cannot be changed
without approval of the holders of a majority of the outstanding shares of the
Fund (as defined in the Investment Company Act of 1940), including a majority of
the shares of each Portfolio. The Fund may not under any circumstances:
1) purchase securities for any Portfolio of the Fund other than the
securities in which the Portfolio is authorized to invest as set forth
in the Prospectus under "Investment Objectives" and "Investment
Policies";
2) borrow money in excess of 15% of the total assets of any Portfolio
taken at market value and then only from banks as a temporary measure
for extraordinary or emergency purposes; the Fund will not
2
<PAGE> 71
borrow to increase income (leveraging) but only to facilitate
redemption requests which might otherwise require untimely dispositions
of portfolio securities; the Fund will repay all borrowings before
making additional investments and interest paid on such borrowings will
reduce net income;
3) make loans to other persons (except by the purchase of obligations in
which the Fund is authorized to invest); provided, however, that the
Fund will not enter into repurchase agreements if, as a result thereof,
more than 10% of the net assets of any Portfolio (taken at current
value) would be subject to repurchase agreements maturing in more than
seven days;
4) purchase the securities of any issuer (other than obligations issued or
guaranteed as to principal and interest by the Government of the United
States, its agencies or instrumentalities) if, as a result, (a) more
than 5% of a Portfolio's total assets (taken at current value) would be
invested in the securities of such issuer, or (b) any Portfolio would
hold more than 10% of any class of securities of such issuer (for this
purpose, all debt obligations of an issuer maturing in less than one
year are treated as a single class of securities);
5) write, or invest in, put, call, straddle or spread options or invest in
interests in oil, gas or other mineral exploration or development
programs;
6) purchase securities on margin or sell any securities short;
7) purchase or retain securities of an issuer if an officer or director of
such issuer is an officer or Director of the Fund or its investment
adviser and one or more of such officers or directors (trustees) of the
Fund or its investment adviser owns beneficially more than 1/2% of the
shares of securities of such issuer and all such directors and officers
owning more than 1/2% of such shares or securities together own more
than 5% of such shares or securities;
8) purchase any securities which could cause more than 25% of the value of
a Portfolio's total net assets at the time of such purchase to be
invested in the securities of one or more issuers conducting their
principal business activities in the same industry, provided that there
is no limitation with respect to investments in United States Treasury
Bills, other obligations issued or guaranteed by the Federal
Government, its agencies and instrumentalities or certificates of
deposit or bankers' acceptances of domestic institutions;
9) mortgage, pledge or hypothecate its assets except in an amount up to
15% (10% as long as the Fund's shares are registered for sale in
certain states) of the value of a Portfolio's total assets but only to
secure borrowings for temporary or emergency purposes;
10) engage in the business of underwriting securities issued by other
persons, except to the extent that the Portfolio may technically be
deemed to be an underwriter under the Securities Act of 1933, as
amended, in disposing of investment securities;
11) purchase or otherwise acquire any security if, as a result, more than
10% of its net assets (including any investment in The Vanguard Group
Inc.) would be invested in securities that are illiquid;
12) purchase or sell real estate, real estate investment trust securities,
commodities, or commodity contracts;
13) invest in companies for the purpose of exercising control;
14) invest in securities of other investment companies, except as they may
be acquired as part of a merger, consolidation or acquisition of
assets; and
15) issue senior securities.
Notwithstanding these limitations, the Fund may own all or any portion of
the securities of, or make loans to, or contribute to the costs or other
financial requirements of, any company which will be: (1) wholly owned by the
Fund and one or more other investment companies, and is (2) primarily engaged in
the business of providing, at-cost, management, administrative, distribution or
related services to the Fund and other investment companies. See "Management of
the Fund."
3
<PAGE> 72
As an operational policy of the Fund, the Fund will not in the aggregate,
enter into repurchase agreements maturing in more than seven days, or invest in
any other illiquid securities if, as a result thereof, more than 10% of the net
assets of the Fund would be invested in such assets.
The above-mentioned investment limitations are considered at the time
investment securities are purchased.
YIELD AND TOTAL RETURN
The yield of each Portfolio of the Fund for the 7-day period ended November
30, 1996 is set forth below. Yields are calculated daily for each Portfolio.
<TABLE>
<S> <C>
Prime Portfolio Shares........................................................... 5.17%
Prime Portfolio Institutional Shares............................................. 5.34%
Federal Portfolio................................................................ 5.12%
</TABLE>
The average annual total return of each Portfolio of the Fund for the one-,
five- and ten-year periods ended November 30, 1996 is set forth below:
<TABLE>
<CAPTION>
1 YEAR ENDED 5 YEARS ENDED 10 YEARS ENDED
11/30/96 11/30/96 11/30/96
------------ ------------- --------------
<S> <C> <C> <C>
Prime Portfolio Shares................... 5.31% 4.38% 5.99%
Prime Portfolio Institutional Shares..... 5.49% 4.55% + 5.47%*
Federal Portfolio........................ 5.26% 4.33% 5.85%
</TABLE>
- ---------------
*Since inception of Vanguard Institutional Money Market Portfolio on October
3,1989.
Total return is computed by finding the average compounded rates of return
over the periods set forth above that would equate an initial amount invested at
the beginning of the periods to the ending redeemable value of the investment.
CALCULATION OF YIELD
The current yield of each of the Fund's Portfolios is calculated daily on a
base period return of a hypothetical account having a beginning balance of one
share for a particular period of time (generally 7 days). The return is
determined by dividing the net change (exclusive of any capital changes) in such
account by its average net asset value for the period, and then multiplying it
by 365/7 to get the annualized current yield. The calculation of net change
reflects the value of additional shares purchased with the dividends by the
Portfolio, including dividends on both the original share and on such additional
shares. An effective yield, which reflects the effects of compounding and
represents an annualization of the current yield with all dividends reinvested,
may also be calculated for the Portfolio by adding 1 to the net change, raising
the sum to the 365/7 power, and subtracting 1 from the result.
Set forth below is an example, for purposes of illustration only, of the
current and effective yield calculations for each of the Portfolios for the
7-day base period ended November 30, 1996.
<TABLE>
<CAPTION>
PRIME PORTFOLIO PRIME PORTFOLIO
SHARES INSTITUTIONAL SHARES FEDERAL PORTFOLIO
--------------- -------------------- -----------------
11/30/96 11/30/96 11/30/96
--------------- -------------------- -----------------
<S> <C> <C> <C>
Value of account at beginning of period............. $ 1.00000 $1.00000 $ 1.00000
Value of same account at end of period*............. 1.00099 1.00102 1.00098
--------------- -------------------- -----------------
Net Change in account value......................... $ .00099 $ .00102 $ .00098
Annualized Current Net Yield (Net
Change X 365/7) average net asset value........... 5.17% 5.34% 5.12%
Effective Yield [(Net Change)+1]365/7-1............. 5.30% 5.46% 5.24%
Average Weighted Maturity of Investments............ 53 Days 53 Days 52 Days
</TABLE>
- ---------------
*Exclusive of any capital changes.
4
<PAGE> 73
Each Portfolio seeks to maintain, but does not guarantee, a constant net
asset value of $1.00. The yield of each Portfolio will fluctuate. The Fund has
obtained private insurance that partially protects the Prime Money Market
Portfolio against default of principal or interest payments on the instruments
it holds, and against bankruptcy by issuers and credit enhancer of these
instruments. Treasury and other U.S. Government securities held by the Portfolio
are excluded from this coverage. The annualization of a week's dividend is not a
representation by the Portfolio as to what an investment in the Portfolio will
actually yield in the future. Actual yields will depend on such variables as
investment quality, average maturity, the type of instruments the Portfolio
invests in, changes in interest rates on instruments, changes in the expenses of
the Fund and other factors. Yields are one basis investors may use to analyze
the Portfolios of the Fund, and other investment vehicles; however, yields of
other investment vehicles may not be comparable because of the factors set forth
in the preceding sentence, differences in the time periods compared, and
differences in the methods used in valuing portfolio instruments, computing net
asset values and calculating yields.
PURCHASE OF SHARES
The Fund reserves the right in its sole discretion (i) to suspend the
offerings of its shares, (ii) to reject purchase orders when in the judgment of
management such rejection is in the best interest of the Fund, and (iii) to
reduce or waive the minimum investment for or any other restrictions on initial
and subsequent investments for certain fiduciary accounts or under circumstances
where certain economies can be achieved in sales of the Fund's shares.
REDEMPTION OF SHARES
The Fund may suspend redemption privileges for each Portfolio or postpone
the date of payment (i) during any period that the New York Stock Exchange is
closed, or trading on the Exchange is restricted as determined by the Securities
and Exchange Commission (the "Commission"), (ii) during any period when an
emergency exists as defined by the rules of the Commission as a result of which
it is not reasonably practicable for a Portfolio to dispose of securities owned
by it, or fairly to determine the value of its assets, and (iii) for such other
periods as the Commission may permit.
The Fund has made an election with the Commission to pay in cash all
redemptions requested by any shareholder of record limited in amount during any
90-day period to the lesser of $250,000 or l% of the net assets of the Fund at
the beginning of such period. Such commitment is irrevocable without the prior
approval of the Commission. Redemptions in excess of the above limits may be
paid in whole or in part, in investment readily marketable securities or in
cash, as the Directors may deem advisable; however, payment will be made wholly
in cash unless the Directors believe that economic or market conditions exist
which would make such a practice detrimental to the best interests of the Fund.
If redemptions are paid in investment securities, such securities will be valued
as set forth in the Prospectus under "The Share Price of Each Portfolio" and a
redeeming shareholder would normally incur brokerage expenses if he converted
these securities to cash.
No charge is made by the Fund for redemptions; except for wire withdrawals
in amounts less than $5,000 which will be subject to a maximum charge of $5.00
which will be deducted from the principal in your account. Any redemption may be
more or less than the shareholder's cost depending on the market value of the
securities held by each Portfolio.
SHAREHOLDER SERVICES
EXCHANGE PRIVILEGE Each Portfolio's shares may be exchanged without cost
for shares of any other Portfolio, or for the shares of any open-end Fund
currently offering its shares to new investors in The Vanguard Group
("Vanguard"). A shareholder of any other open-end Fund in Vanguard may likewise
exchange his shares for shares of any of the Fund's Portfolios. Exchange
requests may be made either by mail, telephone or telegraph.
5
<PAGE> 74
Telephone and telegraph exchanges (referred to as "expedited exchanges")
will be accepted only if the account of the shareholder and the registration of
the two accounts is identical. Requests for expedited exchanges received prior
to the close of the New York Stock Exchange (generally 4:00 P.M. Eastern time)
will be processed at the next determined net asset value after such request is
received. Requests received after the close of the New York Stock Exchange
(generally 4:00 P.M. Eastern time), will be processed on the next business day.
NO EXPEDITED EXCHANGES WILL BE ACCEPTED INTO, OR FROM, VANGUARD BALANCED INDEX
FUND, VANGUARD INDEX TRUST, VANGUARD QUANTITATIVE PORTFOLIOS AND VANGUARD
INTERNATIONAL EQUITY INDEX FUND. Neither the Fund nor Vanguard will be
responsible for the authenticity of exchange instructions received by telephone
or telegraph. Expedited exchanges may also be subject to limitations as to
amounts and frequency, and to other restrictions established by the Board of
Directors to assure that such exchanges do not disadvantage the Fund and its
shareholders. Shareholders may obtain the terms of these limitations, which may
be revised at any time, from Vanguard.
Any such exchange will be based on the respective net asset values of the
shares involved. There are no sales commissions or charges of any kind. Before
making an exchange, a shareholder should consider the investment objectives and
policies of the Portfolio or Fund to be purchased, and other relevant
information (including the minimum initial investment), which can be found in
the prospectus relating to that particular Portfolio or Fund. A prospectus for
any of the Vanguard Funds or Portfolios may be obtained from Vanguard.
For Federal income tax purposes an exchange between Funds is a taxable
event and, accordingly, a capital gain or loss may be realized. In a revenue
ruling relating to circumstances similar to the Fund's, an exchange between
series of a Fund was also deemed to be a taxable event. It is likely, therefore,
that a capital gain or loss would be realized on an exchange between Portfolios;
you may want to consult your tax adviser for further information in this regard.
The exchange privilege may be modified or terminated at any time, and any of the
Portfolios or Vanguard Funds may limit or discontinue the offering of its shares
without notice to shareholders.
TRANSFER OF SHARES Fund shares may be transferred to another person by
sending appropriate written instructions to Vanguard. The account must be
clearly identified and include the number of shares to be transferred and the
signatures of all registered owners. The signature on the letter of instructions
or any stock power must be guaranteed. As in the case of withdrawals, the
written request must be received in "Good Order" before any transfer can be
made.
INFORMATION FOR SHAREHOLDERS Following any purchase or redemption, a
shareholder will receive a statement which reflects all activity during the
current calendar year. Each shareholder will also receive a monthly statement,
which includes a valuation as of the day the statement is prepared.
Shareholders will receive semi-annual financial statements audited at least
annually by independent accountants whose selection is ratified by shareholders.
PERFORMANCE MEASURES
Vanguard may use reprinted material discussing the Vanguard Group, Inc. or
any of the member funds of the Vanguard Group of Investment Companies.
Vanguard Money Market Reserves may use one or more of the following
unmanaged indexes for comparative performance purposes:
STANDARD AND POOR'S 500 COMPOSITE STOCK PRICE INDEX -- is a well diversified
list of 500 companies representing the U.S. Stock Market.
WILSHIRE 5000 EQUITY INDEX -- consists of more than 7,000 common equity
securities, covering all stocks in the U.S. for which daily pricing is
available.
WILSHIRE 4500 EQUITY INDEX -- consists of all stocks in the Wilshire 5000 except
for the 500 stocks in the Standard and Poor's 500 Index.
6
<PAGE> 75
RUSSELL 3000 STOCK INDEX -- a diversified portfolio of approximately 3,000
common stocks accounting for over 90% of the market value of publicly traded
stocks in the U.S.
RUSSELL 2000 STOCK INDEX -- composed of the 2,000 smallest stocks contained in
the Russell 3000, representing approximately 7% of the Russell 3000 total market
capitalization.
RUSSELL 2000(R) VALUE INDEX -- contains stocks from the Russell 2000 Index with
a less-than-average growth orientation.
MORGAN STANLEY CAPITAL INTERNATIONAL EAFE INDEX -- is an arithmetic, market
value-weighted average of the performance of over 900 securities listed on the
stock exchanges of countries in Europe, Australasia and the Far East.
GOLDMAN SACHS 100 CONVERTIBLE BOND INDEX -- currently includes 71 bonds and 29
preferreds. The original list of names was generated by screening for
convertible issues of $100 million or greater in market capitalization. The
index is priced monthly.
SALOMON BROTHERS GNMA INDEX -- includes pools of mortgages originated by private
lenders and guaranteed by the mortgage pools of the Government National Mortgage
Association.
SALOMON BROTHERS HIGH-GRADE CORPORATE BOND INDEX -- consists of publicly issued,
non-convertible corporate bonds rated Aa or Aaa. It is a value-weighted, total
return index, including approximately 800 issues with maturities of 12 years or
greater.
LEHMAN LONG-TERM TREASURY BOND -- is composed of all bonds covered by the
Shearson Lehman Hutton Treasury Bond Index with maturities of 10 years or
greater.
MERRILL LYNCH CORPORATE & GOVERNMENT BOND -- consists of over 4,500 U.S.
Treasury, Agency and investment grade corporate bonds.
LEHMAN CORPORATE (BAA) BOND INDEX -- all publicly offered fixed-rate,
nonconvertible domestic corporate bonds rated Baa by Moody's, with a maturity
longer than 1 year and with more than $25 million outstanding. This index
includes over 1,000 issues.
LEHMAN BROTHERS LONG-TERM CORPORATE BOND INDEX -- is a subset of the Lehman
Corporate Bond Index covering all corporate, publicly issued, fixed-rate,
nonconvertible U.S. debt issues rated at least Baa, with at least $50 million
principal outstanding and maturity greater than 10 years.
BOND BUYER MUNICIPAL BOND INDEX -- is a yield index on current coupon high-grade
general obligation municipal bonds.
STANDARD & POOR'S PREFERRED INDEX -- is a yield index based upon the average
yield of four high-grade, non-callable preferred stock issues.
NASDAQ INDUSTRIAL INDEX -- is composed of more than 3,000 industrial issues. It
is a value-weighted index calculated on price change only and does not include
income.
COMPOSITE INDEX -- 70% Standard & Poor's 500 Index and 30% NASDAQ Industrial
Index.
COMPOSITE INDEX -- 65% Standard & Poor's 500 Index and 35% Lehman Long-Term
Corporate AA or Better Bond Index.
COMPOSITE INDEX -- 65% Lehman Long-Term Corporate AA or Better Bond Index and a
35% weighting in a blended equity composite (75% Standard & Poor's/BARRA Value
Index and 25% Standard & Poor's Utilities Index).
LEHMAN LONG-TERM CORPORATE AA OR BETTER BOND INDEX -- consists of all publicly
issued, fixed rate, nonconvertible investment grade, dollar-denominated,
SEC-registered corporate debt rated AA or AAA.
LEHMAN BROTHERS AGGREGATE BOND INDEX -- is a market-weighted index that contains
individually priced U.S. Treasury, agency, corporate, and mortgage pass-through
securities corporate rated Baa- or better. The Index has a market value of over
$4 trillion.
LEHMAN BROTHERS MUTUAL FUND SHORT (1-5) GOVERNMENT/CORPORATE INDEX -- is a
market-weighted index that contains individually priced U.S. Treasury, agency,
and corporate investment grade bonds rated BBB- or better with maturities
between 1 and 5 years. The index has a market value of over $1.3 trillion.
7
<PAGE> 76
LEHMAN BROTHERS MUTUAL FUND INTERMEDIATE (5-10) GOVERNMENT/CORPORATE INDEX -- is
a market-weighted index that contains individually priced U.S. Treasury, agency,
and corporate securities rated BBB- or better with maturities between 5 and 10
years. The index has a market value of over $600 billion.
LEHMAN BROTHERS MUTUAL FUND LONG (10+) GOVERNMENT/CORPORATE INDEX -- is a
market-weighted index that contains individually priced U.S. Treasury, agency,
and corporate securities rated BBB- or better with maturities greater than 10
years. The index has a market value of over $900 billion.
LIPPER SMALL COMPANY GROWTH FUND AVERAGE -- the average performance of small
company growth funds as defined by Lipper Analytical Services, Inc. Lipper
defines a small company growth fund as a fund that by prospectus or portfolio
practice, limits its investments to companies on the basis of the size of the
company. From time to time, Vanguard may advertise using the average performance
and/or the average expense ratio of the small company growth funds. (This fund
category was first established in 1982. For years prior to 1982, the results of
the Lipper Small Company Growth category were estimated using the returns of the
Funds that constituted the Group at its inception.)
LIPPER BALANCED FUND AVERAGE -- an industry benchmark of average balanced funds
with similar investment objectives and policies, as measured by Lipper
Analytical Services, Inc.
LIPPER NON-GOVERNMENT MONEY MARKET FUND AVERAGE -- an industry benchmark of
average non-government money market funds with similar investment objectives and
policies, as measured by Lipper Analytical Services, Inc.
LIPPER GOVERNMENT MONEY MARKET FUND AVERAGE -- an industry benchmark of average
government money market funds with similar investment objectives and policies,
as measured by Lipper Analytical Services, Inc.
LIPPER GENERAL EQUITY FUND AVERAGE -- an industry benchmark of average general
equity funds with similar investment objectives and policies, as measured by
Lipper Analytical Services, Inc.
LIPPER FIXED INCOME FUND AVERAGE -- an industry benchmark of average fixed
income funds with similar investment objectives and policies, as measured by
Lipper Analytical Services, Inc.
8
<PAGE> 77
MANAGEMENT OF THE FUND
OFFICERS AND DIRECTORS
The Fund's Officers, under the supervision of the Board of Directors,
manage the day-to-day operations of the Fund. The Directors set broad policies
for the Fund and choose its Officers. A list of the Directors and Officers of
the Fund and a brief statement of their present positions and principal
occupations during the past 5 years is set forth below. The mailing address of
the Directors and Officers of the Fund is Post Office Box 876, Valley Forge, PA
19482.
JOHN C. BOGLE, Chairman and Director*
Chairman and Director of The Vanguard Group, Inc., and of each of the
investment companies in The Vanguard Group. Director of The Mead
Corporation, General Accident Insurance and Chris-Craft Industries, Inc.
JOHN J. BRENNAN, President, Chief Executive Officer & Director*
President, Chief Executive Officer and Director of The Vanguard Group, Inc.
and each of the investment companies in The Vanguard Group.
ROBERT E. CAWTHORN, Director
Chairman Emeritus and Director of Rhone-Poulenc Rorer, Inc.; Director of
Sun Company, Inc.; Director of Westinghouse Electric Corporation.
BARBARA BARNES HAUPTFUHRER, Director
Director of The Great Atlantic and Pacific Tea Company, Alco Standard
Corp., Raytheon Company, Knight-Ridder Inc., and Massachusetts Mutual Life
Insurance Co. and Trustee Emerita of Wellesley College.
BRUCE K. MACLAURY, Director
President Emeritus of The Brookings Institution; Director of American
Express Bank, Ltd., The St. Paul Companies, Inc., and National Steel
Corporation.
BURTON G. MALKIEL, Director
Chemical Bank Chairman's Professor of Economics, Princeton University;
Director of Prudential Insurance Co. of America, Amdahl Corporation, Baker
Fentress & Co., The Jeffrey Co., and Southern New England Communications
Company.
ALFRED M. RANKIN, JR., Director
Chairman, President, and Chief Executive Officer of NACCO Industries, Inc.;
Director of The BFGoodrich Company and The Standard Products Company.
JOHN C. SAWHILL, Director
President and Chief Executive Officer, of The Nature Conservancy; formerly,
Director and Senior Partner, McKinsey & Co., President, New York
University; Director of Pacific Gas and Electric Company, Procter & Gamble
Company and NACCO Industries.
JAMES O. WELCH, JR., Director
Retired Chairman of Nabisco Brands Inc., retired Vice Chairman and Director
of RJR Nabisco; Director of TECO Energy, Inc. and Director of Kmart
Corporation.
J. LAWRENCE WILSON, Director
Chairman and Chief Executive Officer, Rohm & Haas Company; Director of
Cummins Engine Company and Trustee of Vanderbilt University.
RAYMOND J. KLAPINSKY, Secretary*
Senior Vice President and Secretary of The Vanguard Group, Inc.; Secretary
of each of the investment companies in The Vanguard Group.
RICHARD F. HYLAND, Treasurer*
Treasurer of The Vanguard Group, Inc. and of each of the investment
companies in The Vanguard Group.
KAREN E. WEST, Controller*
Principal of The Vanguard Group, Inc.; Controller of each of the investment
companies in The Vanguard Group.
- ---------------
*Officers of the Fund are "interested persons" as defined in the Investment
Company Act of 1940.
9
<PAGE> 78
THE VANGUARD GROUP
The Fund is a member of The Vanguard Group of Investment Companies. Through
their jointly-owned subsidiary, The Vanguard Group, Inc. ("Vanguard"), the Fund
and the other Funds in the Group obtain at cost virtually all of their corporate
management, administrative and distribution services. Vanguard also provides
investment advisory services on an at-cost basis to certain of the Vanguard
Funds.
Vanguard employs a supporting staff of management and administrative
personnel needed to provide the requisite services to the Funds and also
furnishes the Funds with necessary office space, furnishings and equipment. Each
Fund pays its share of Vanguard's total expenses which are allocated among the
Funds under methods approved by the Board of Directors (Trustees) of each Fund.
In addition, each Fund bears its own direct expenses such as legal, auditing and
custodian fees.
The Fund's Officers are also Officers and employees of Vanguard. No Officer
or employee owns, or is permitted to own, any securities of any external adviser
for the Funds.
The Vanguard Group adheres to a Code of Ethics established pursuant to Rule
17j-I under the Investment Company Act of 1940. The Code is designed to prevent
unlawful practices in connection with the purchase or sale of securities by
persons associated with Vanguard. Under Vanguard's Code of Ethics certain
officers and employees of Vanguard who are considered access persons are
permitted to engage in personal securities transactions. However, such
transactions are subject to procedures and guidelines substantially similar to
those recommended by the mutual fund industry and approved by the U.S.
Securities and Exchange Commission.
The Vanguard Group, Inc. ("Vanguard") was established and operates under a
Funds' Service Agreement which was approved by the shareholders of each of the
Funds. The amounts of which each of the Funds has invested are adjusted from
time to time in order to maintain the proportionate relationship between each
Fund's relative net assets and its contribution to Vanguard's capital. At
November 30, 1996, the Fund had contributed capital of $2,656,000 to Vanguard,
representing 13.3% of Vanguard's capitalization. The Fund's Service Agreement
provides as follows: (a) each Vanguard Fund may invest up to 0.40% of its
current assets in Vanguard and (b) there is no other limitation on the amount
that each Vanguard Fund may contribute to Vanguard's Capitalization.
MANAGEMENT Corporate management and administrative services include: (1)
executive staff; (2) accounting and financial; (3) legal and regulatory; (4)
shareholder account maintenance; (5) monitoring and control of custodian
relationships; (6) shareholder reporting; and (7) review and evaluation of
advisory and other services provided to the Funds by third parties. During the
fiscal year ended November 30, 1996, the Fund's share of Vanguard's actual net
costs of operation relating to management and administrative services (including
transfer agency) totaled approximately $68,799,000.
DISTRIBUTION Vanguard provides all distribution and marketing activities
for the Funds in the Group. Vanguard Marketing Corporation, a wholly-owned
subsidiary of The Vanguard Group, Inc., acts as Sales Agent for the shares of
the Funds, in connection with any sales made directly to investors in the states
of Florida, Missouri, New York, Ohio, Texas and such other states as it may be
required.
The principal distribution expenses are for advertising, promotional
materials and marketing personnel. Distribution services may also include
organizing and offering to the public, from time to time, one or more new
investment companies which will become members of the Group. The Directors and
Officers of Vanguard determine the amount to be spent annually on distribution
activities, the manner and amount to be spent on each Fund, and whether to
organize new investment companies.
One half of the distribution expenses of a marketing and promotional nature
is allocated among the Funds based upon relative net assets. The remaining one
half of those expenses is allocated among the Funds based upon each Fund's sales
for the preceding 24 months relative to the total sales of the Funds as a Group,
provided, however, that no Fund's aggregate quarterly rate of contribution for
distribution expenses of a marketing and promotional nature shall exceed 125% of
average distribution expense rate for the Group, and
10
<PAGE> 79
that no Fund shall incur annual distribution expenses in excess of 20/100 of 1%
of its average month-end net assets. During the fiscal year ended November 30,
1996, the Fund paid approximately $6,951,000 of the Group's distribution and
marketing expenses or .03 of 1% of the Fund's average month-end net assets.
INVESTMENT ADVISORY SERVICES Vanguard also provides the Fund, Vanguard
Municipal Bond Fund, Vanguard Bond Index Fund, several Portfolios of Vanguard
Fixed Income Securities Fund, Vanguard Admiral Funds, Vanguard California
Tax-Free Fund, Vanguard Pennsylvania Tax-Free Fund, Vanguard Ohio Tax-Free Fund,
Vanguard New York Insured Tax-Free Fund, Vanguard New Jersey Tax-Free Fund,
Vanguard Florida Insured Tax-Free Fund, Vanguard Index Trust, Vanguard Balanced
Index Fund, Vanguard Institutional Index Fund, Vanguard Tax-Managed Fund, REIT
Index Portfolio of Vanguard Specialized Portfolios, several Portfolios of
Vanguard Variable Insurance Fund, Vanguard International Equity Index Fund,
Aggressive Growth Portfolio of Vanguard Horizon Fund, the Total International
Portfolio of Vanguard STAR Fund, a portion of Vanguard/Windsor II, a portion of
Vanguard/Morgan Growth Fund as well as several indexed separate accounts with
investment advisory services. These services are provided on an at-cost basis
from a money management staff employed directly by Vanguard. The compensation
and other expenses of this staff are paid by the Funds utilizing these services.
During the years ended November 30, 1994, 1995, 1996, the Fund paid
approximately $1,896,000, $2,788,000, and $3,238,000 respectively, of Vanguard's
expenses relating to investment advisory services.
REMUNERATION OF DIRECTORS The Fund pays each Director (Trustee), who is
not also an Officer, an annual fee plus travel and other expenses incurred in
attending Board meetings. The Fund's Officers and employees are paid by Vanguard
which, in turn, is reimbursed by the Fund and each other Fund in the Group, for
its proportionate share of Officers' and employees' salaries and retirement
benefits. For the fiscal year ended November 30, 1996, the Fund's proportionate
share of remuneration for all Officers as a group was approximately $848,857 and
its proportionate share of the amounts contributed to the retirement plans of
all Officers as a group was approximately $19,950.
The following information is furnished with respect to the Directors and
Officers of the Fund for whom the Fund's proportionate shares of remuneration
exceeded $60,000 for the fiscal year ended November 30, 1996, and for all
Directors:
VANGUARD MONEY MARKET RESERVES
COMPENSATION TABLE
<TABLE>
<CAPTION>
AGGREGATE PENSION OR RETIREMENT ESTIMATED TOTAL COMPENSATION
COMPENSATION BENEFITS ACCRUED AS ANNUAL BENEFITS FROM ALL VANGUARD FUNDS
NAMES OF DIRECTORS FROM FUND PART OF FUND EXPENSES UPON RETIREMENT PAID TO DIRECTORS(2)
- --------------------------- ------------ --------------------- --------------- -----------------------
<S> <C> <C> <C> <C>
John C. Bogle(1) $460,062 $ 3,990 -- --
John J. Brennan(1) $245,317 $ 3,990 -- --
Barbara Barnes Hauptfuhrer $ 8,311 $ 1,290 $15,000 $65,000
Robert E. Cawthorn $ 8,311 $ 1,075 $13,000 $65,000
Bruce K. MacLaury $ 9,008 $ 1,263 $12,000 $60,000
Burton G. Malkiel $ 8,311 $ 860 $15,000 $65,000
Alfred M. Rankin, Jr. $ 8,311 $ 679 $15,000 $65,000
John C. Sawhill $ 8,311 $ 807 $15,000 $65,000
James O. Welch, Jr. $ 8,311 $ 993 $15,000 $65,000
J. Lawrence Wilson $ 8,311 $ 717 $15,000 $65,000
NAMES OF OTHER OFFICERS
Raymond J. Klapinsky,
Secretary $ 71,536 $ 3,990 -- --
</TABLE>
(1)As "Interested Directors," Messrs. Bogle and Brennan receive no compensation
for their service as Directors.
(2)The amounts reported in this column reflect the total compensation paid to
each Director for their service as Director or Trustee of 34 Vanguard Funds
(33 in the case of Mr. Malkiel; 27 in the case of Mr. MacLaury).
11
<PAGE> 80
Under its Retirement Plan, Vanguard contributes annually an amount equal to
10% of each eligible Officer's annual compensation plus 5.7% of that part of an
eligible Officer's compensation during the year, if any, that exceeds the Social
Security Taxable Wage Base then in effect. Under the Thrift Plan, all eligible
Officers are permitted to make pre-tax basic contributions in a maximum amount
equal to 4% of total compensation which are matched by Vanguard on a 100% basis.
Directors who are not Officers are paid an annual fee based on the number of
years of service on the board, up to fifteen years of service, upon retirement.
The fee is equal to $1,000 for each year of service and each investment company
member of The Vanguard Group contributes a proportionate amount of this fee
based on its relative net assets. This fee is paid, subsequent to a Director's
retirement, for a period of ten years or until the death of a retired Director.
DESCRIPTION OF SHARES AND VOTING RIGHTS
The Articles of Incorporation, as amended and restated, permit the
Directors to issue 42,000,000,000 shares of common stock, with a $.001 par
value. The Board of Directors has the power to designate one or more classes
("Portfolios") of shares of common stock and to classify or reclassify any
unissued shares with respect to such Portfolios. Currently the Fund is offering
shares of two Portfolios, and one of these Portfolios offers two separate
classes of shares.
The shares of each Portfolio are fully paid and nonassessable, and have no
preference as to conversion, exchange, dividends, retirement or other features.
The shares of each Portfolio have no pre-emptive rights. The shares of each
Portfolio have non-cumulative voting rights, which means that the holders of
more than 50% of the shares voting for the election of Directors can elect 100%
of the Directors if they choose to do so. A shareholder is entitled to one vote
for each full share held (and a fractional vote for each fractional share held),
then standing in his name on the books of the Fund. On any matter submitted to a
vote of shareholders, all shares of the Fund then issued and outstanding and
entitled to vote, irrespective of the class, shall be voted in the aggregate and
not by class: except (i) when required by the Investment Company Act of 1940,
shares shall be voted by individual class; and (ii) when the matter does not
affect any interest of a particular class, then only shareholders of the
affected class or classes shall be entitled to vote thereon.
FINANCIAL STATEMENTS
The Fund's financial statements for the year ended November 30, 1996,
including the financial highlights for each of the five fiscal years in the
period ended November 30, 1996, appearing in the Fund's 1996 Annual Report to
Shareholders, and the report thereon of Price Waterhouse LLP, independent
accountants, also appearing therein, are incorporated by reference in this
Statement of Additional Information. The Fund's Annual Report to Shareholders is
enclosed with this Statement of Additional Information.
APPENDIX -- DESCRIPTION OF SECURITIES AND RATINGS
A-1 AND PRIME-1 COMMERCIAL PAPER RATINGS
Commercial paper rated A-1 by Standard & Poor's has the following
characteristics: (1) liquidity ratios are adequate to meet cash requirements;
(2) long-term senior debt is rated "A" or better; (3) the issuer has access to
at least two additional channels of borrowing; (4) basic earnings and cash flow
have an upward trend with allowance made for unusual circumstances; (5)
typically, the issuer's industry is well established and the issuer has a strong
position within the industry; and (6) the reliability and quality of management
are unquestioned. Relative strength or weakness of the above factors determine
whether the issuer's commercial paper is A-1, A-2, or A-3. The rating Prime-1 is
the highest commercial paper rating assigned by Moody's. Among the factors
considered by Moody's in assigning ratings are the following: (1) evaluation of
the management of the issuer; (2) economic evaluation of the issuer's industry
or industries and the appraisal of speculative-type risks which may be inherent
in certain areas; (3) evaluation of the issuer's products in relation to
competition and customer acceptance; (4) liquidity; (5) amount and quality of
long-term debt; (6) trend of earnings over a period of ten years; (7) financial
strength of a parent company and the relation-
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ships which exist with the issuer; and (8) recognition by the management of
obligations which may be present or may arise as a result of public interest
questions and preparations to meet such obligations.
BOND RATINGS
Bonds rated AA by Standard & Poor's are judged by S&P to be high-grade
obligations, and in the majority of instances differs only in small degrees from
issues rated AAA (the AA rating may be modified by the addition of a plus or
minus sign to show relative standing with the AA category). Bonds rated AAA are
considered by S&P to be the highest grade obligations and possess the ultimate
degree of protection as to principal and interest. Bonds rated Aa by Moody's are
judged by Moody's to be of high quality by all standards. Together with the Aaa
group, they comprise what are generally known as high-grade bonds. They are
rated lower than Aaa bonds because margins of protection may not be as large or
fluctuations of protective elements may be of greater amplitude or there may be
other elements present which make the long-term risks appear somewhat larger.
Moody's also supplies numerical indicators, 1, 2 and 3 to the Aa rating
category. The modifier 1 indicates that the security is in the higher end of its
rating category; the modifier 2 indicates a mid-range ranking and 3 indicates a
ranking toward the lower end of the category.
VARIABLE AMOUNT MASTER DEMAND NOTES
Variable amount master demand notes are demand obligations that permit the
investment of fluctuating amounts at varying market rates of interest pursuant
to an arrangement between the issuer and a commercial bank acting as agent for
the payees of such notes, whereby both parties have the right to vary the amount
of the outstanding indebtedness on the notes. Because variable amount master
demand notes are direct lending arrangements between a lender and a borrower, it
is not generally contemplated that such instruments will be traded, and there is
no secondary market for these notes, although they are redeemable (and thus
immediately repayable by the borrower) at face value, plus accrued interest, at
any time. In connection with a Portfolio's investment in variable amount master
demand notes, Vanguard's investment management staff will monitor, on an ongoing
basis, the earning power, cash flow and other liquidity ratios of the issuer,
and the borrower's ability to pay principal and interest on demand.
DESCRIPTION OF U.S. GOVERNMENT SECURITIES
As used in this prospectus, the term "U.S. Government Securities" refers to
a variety of securities which are issued or guaranteed by the United States
Treasury, by various agencies of the United States Government, and by various
instrumentalities which have been established or sponsored by the United States
Government. The term also refers to "repurchase agreements" collateralized by
such securities.
U.S. Treasury Securities are backed by the "full faith and credit" of the
United States. Securities issued or guaranteed by Federal agencies and the U.S.
Government sponsored instrumentalities may or may not be backed by the full
faith and credit of the United States. In the case of securities not backed by
the full faith and credit of the United States, the investor must look
principally to the agency or instrumentality issuing or guaranteeing the
obligation for ultimate repayment, and may not be able to assert a claim against
the United States itself in the event the agency or instrumentality does not
meet its commitment.
Some of the U.S. Government agencies that issue or guarantee securities
include the Export-Import Bank of the United States, Farmers Home
Administration, Federal Housing Administration, Maritime Administration, Small
Business Administration, and The Tennessee Valley Authority.
An instrumentality of the U.S. Government is a government agency organized
under Federal charter with government supervision. Instrumentalities issuing or
guaranteeing securities include, among others, Federal Home Loan Banks, the
Federal Land Banks, Central Bank for Cooperatives, Federal Intermediate Credit
Banks, and the Federal National Mortgage Association.
DESCRIPTION OF REPURCHASE AGREEMENTS
Repurchase agreements are transactions by which a person purchases a
security and simultaneously commits to resell that security to the seller (a
member bank of the Federal Reserve System or recognized
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securities dealer) at an agreed upon price on an agreed upon date within a
number of days (usually not more than seven) from the date of purchase. The
resale price reflects the purchase price plus an agreed upon market rate of
interest which is unrelated to the coupon rate or maturity of the purchased
security. A repurchase agreement involves the obligation of the seller to pay
the agreed upon price, which obligation is in effect secured by the value of the
underlying security.
The use of repurchase agreements involves certain risks. For example, if
the seller of the agreement defaults on its obligation to repurchase the
underlying securities at a time when the value of these securities has declined,
the Portfolio may incur a loss upon disposition of them. If the seller of the
agreement becomes insolvent and subject to liquidation or reorganization under
the Bankruptcy Code or other laws, a bankruptcy court may determine that the
underlying securities are collateral not within the control of the Portfolio and
therefore subject to sale by the trustee in bankruptcy. Finally, it is possible
that the Portfolio may not be able to substantiate its interest in the
underlying securities. While the Fund's management acknowledges these risks, it
is expected that they can be controlled through stringent security selection
criteria and careful monitoring procedures.
EURODOLLAR AND YANKEE OBLIGATIONS
Eurodollar bank obligations are dollar-denominated certificates of deposit
and time deposits issued outside the U.S. capital markets by foreign branches of
banks and by foreign banks. Yankee bank obligations are dollar-denominated
obligations issued in the U.S. capital markets by foreign banks.
Eurodollar and Yankee obligations are subject to the same risks that
pertain to domestic issues, notably credit risk, market risk and liquidity risk.
Additionally, Eurodollar (and to a limited extent, Yankee) obligations are
subject to certain sovereign risks. One such risk is the possibility that a
sovereign country might prevent capital, in the form of dollars, from flowing
across their borders. Other risks include: adverse political and economic
developments; the extent and quality of government regulation of financial
markets and institutions; the imposition of foreign withholding taxes; and
expropriation or nationalization of foreign issuers. However, Eurodollar and
Yankee obligations will undergo the same credit analysis as domestic issues in
which the Prime Portfolio invests, and will have at least the same financial
strength as the domestic issuers approved for the Prime Portfolio.
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