VANGUARD/WINDSOR FUNDS INC
497, 1997-10-27
Previous: VANGUARD/WELLINGTON FUND INC, 497, 1997-10-27
Next: INVESCO GROWTH FUND INC /CO/, 497, 1997-10-27




Vanguard/
Windsor II

Fund Profile
October 27, 1997

A member of
The Vanguard Group
<PAGE>

1        OBJECTIVES

Vanguard/Windsor  II seeks to provide  long-term capital growth and some income.
The Fund may not meet these objectives.

2        INVESTMENT STRATEGY

The Fund follows a value-oriented strategy,  emphasizing  dividend-paying common
stocks that the Fund's  investment  advisers  consider to be  undervalued by the
market.  In other words,  these  stocks tend to be out of favor with  investors.
When a stock held by the Fund has--in the  advisers'  opinion--reached  its full
potential, it will be sold regardless of how long it has been held, and replaced
by another undervalued stock.

In  addition to  investing  in common  stocks,  the Fund may also  invest,  to a
limited degree, in short-term fixed-income  securities,  and futures and options
contracts.

3        RISKS

The Fund's total  return will  fluctuate,  so an investor  could lose money over
short or even extended  periods.  More  specifically,  investors in the Fund are
exposed to:

- - A HIGH  degree of STOCK  MARKET  RISK (the  possibility  that stock  prices in
general will decline over short or extended periods).

Historical  returns for the U.S.  stock  market (as  measured by the  Standard &
Poor's 500  Composite  Stock Price  Index) show some of this market  volatility.
From 1926 to 1996,  the S&P 500 Index  provided an  annualized  total  return of
10.7%,  but  provided a  negative  return--averaging  -12.3%--in  20 of these 71
years.  Annual  returns for the period  ranged from a low of -43.3% to a high of
53.9%.

Because it emphasizes  value stocks,  the Fund is likely to perform  differently
than broader market benchmarks like the S&P 500 Index.
<PAGE>

4        APPROPRIATENESS

This Fund may be suitable for investors who:
- -        Are seeking long-term capital growth with some income.
- -        Are willing to assume above-average investment risk.
- -        Want a growth and income fund as part of a balanced investment program.
- -        Plan to invest for at least five years.

The Fund is not suitable for investors who:
- -        Are seeking significant income.
- -        Cannot tolerate fluctuating share prices.

5        FEES AND EXPENSES

Vanguard/Windsor II--like all Vanguard funds--is offered on a pure no-load basis
(that is, the Fund has no 12b-1 fees or charges to buy or sell shares).

The Fund's  operating  expenses are deducted  from its total assets before daily
share prices and income  distributions are calculated.  The Fund's expense ratio
for fiscal year 1996 was 0.39% of assets.

ANNUAL FUND OPERATING EXPENSES
- ------------------------------
Investment Advisory Fees............0.14%
Distribution Costs..................0.02
Other Expenses......................0.23
                                    ----
TOTAL OPERATING EXPENSES............0.39%
                                    -----

The following example  illustrates the expenses that you 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.

1 YEAR      3 YEARS        5 YEARS       10 YEARS
- -------------------------------------------------
  $4          $13            $22            $49

This example  should not be considered to represent  past or future  expenses or
performance. Actual expenses may be higher or lower than those shown.

<PAGE>
6        PAST  PERFORMANCE

                                   PERFORMANCE
                          ANNUAL RETURNS (%) 1987-1996

                           VANGUARD/                S&P 500
                           WINDSOR II                 INDEX*

1987                         -2.1                      5.2
1988                         24.7                     16.5
1989                         27.8                     31.6
1990                        -10.0                     -3.1
1991                         28.7                     30.4
1992                         12.0                      7.6
1993                         13.6                     10.1
1994                         -1.2                      1.3
1995                         38.8                     37.6
1996                         24.2                     23.0

                               PERFORMANCE SUMMARY
                       (PERIODS ENDED SEPTEMBER 30, 1997)

                             AVERAGE ANNUAL TOTAL RETURNS
                          WINDSOR II                S&P 500*
1 Year                       38.8%                    40.4%
5 Years                      20.5%                    20.8%
10 Years                     14.9%                    14.8%

Note: In evaluating past  performance,  it is important to consider that returns
from stocks were close to their  highest  levels in history  during the past ten
years. Past performance is not indicative of future performance.

Performance  figures  include the  reinvestment of all dividends and any capital
gains  distributions.  All returns are net of  expenses.  The  performance  data
quoted represent past performance.  The investment return and principal value of
an investment will fluctuate so that investors'  shares,  when redeemed,  may be
worth more or less than their original cost.

*The Standard & Poor's 500 Composite Stock Price Index is a diversified group of
500  securities  used to measure  U.S.  stock  market  performance.  An index is
unmanaged; you cannot invest in an index.

"Standard & Poor's 500," "S&P  500(R),"  "Standard &  Poor's(R),"  "S&P(R)," and
"500" are trademarks of The McGraw-Hill Companies, Inc.

<PAGE>
7        INVESTMENT ADVISER

The Fund employs a multiadviser  approach.  The four investment  advisers select
stocks and maintain portfolios  independently of each other. As of September 30,
1997, the Fund's assets were divided as follows:

                                            PERCENTAGE OF
         ADVISER                            FUND'S ASSETS
- ---------------------------------------------------------
Barrow, Hanley, Mewhinney & Strauss             72.5%
Equinox Capital Management                      10.8
Tukman Capital Management                        9.9
Vanguard Core Management Group                   6.8

8        PURCHASES

You may purchase shares by mail,  wire, or exchange from another  Vanguard fund.
The minimum initial investment is $3,000 ($1,000 for IRAs and custodial accounts
for minors).

9        REDEMPTIONS AND EXCHANGES

You may redeem or  exchange  shares by sending a letter to or calling  Vanguard.
You may exchange shares through Vanguard's website at  http://www.vanguard.com.*
The Fund's  share price is  expected to  fluctuate  and, at  redemption,  may be
higher or lower than at the time of  initial  purchase,  resulting  in a taxable
gain or a loss.

10       DISTRIBUTIONS

The Fund expects to pay dividends semiannually.  Capital gains distributions, if
any,  are  paid  annually.  Dividend  and  capital  gains  distributions  can be
automatically  reinvested  or received in cash.  Both dividend and capital gains
distributions  are taxable to you whether  reinvested  in  additional  shares or
received in cash.

11       OTHER SERVICES

- -        Vanguard Fund Express(R)--electronic transfers between your bank
         account and the Fund.
- -        Vanguard  Tele-Account(R)--around-the-clock  access  to  Vanguard  fund
         information,   account  balances,  and  some  transactions  by  calling
         1-800-662-6273 (ON-BOARD).
- -        Investor Information--toll-free access to Vanguard Associates by
         calling 1-800-662-7447 (SHIP).

*Before using this service,  you must register  through our website and obtain a
confidential password.

<PAGE>
                            [THE VANGUARD GROUP LOGO]
Post Office Box 2600
Valley Forge, PA 19482


TOLL-FREE INVESTOR
INFORMATION
1-800-662-7447

World Wide Web
http://www.vanguard.com

E-mail
[email protected]

This Fund Profile  contains key  information  about the Fund.  If you would like
more  information  before you invest,  please  consult  the Fund's  accompanying
prospectus.   For  details  about  the  Fund's  holdings  or  recent  investment
strategies,  please review the Fund's most recent  annual or semiannual  report.
The prospectus and reports can be obtained at no cost by calling Vanguard.

(C) 1997 Vanguard Marketing
Corporation, Distributor

FP73 o  1097-43A


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission