VANGUARD TRUSTEES EQUITY FUND
497, 2000-09-21
Previous: STANDEX INTERNATIONAL CORP/DE/, DEF 14A, 2000-09-21
Next: AMERICAN VANTAGE COMPANIES, SC 13G, 2000-09-21



<PAGE>



-------------------------------------------------------------------------------
-------------------------------------------------------------------------------






                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM N-1A

                  REGISTRATION STATEMENT (NO. 2-65955-99) UNDER
                           THE SECURITIES ACT OF 1933


                          PRE-EFFECTIVE AMENDMENT NO.
                        POST-EFFECTIVE AMENDMENT NO. 30

                                      AND


        REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
                                AMENDMENT NO. 30


                        VANGUARD TRUSTEES' EQUITY FUNDS
        (EXACT NAME OF REGISTRANT AS SPECIFIED IN DECLARATION OF TRUST)

                     P.O. BOX 2600, VALLEY FORGE, PA 19482
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)

                  REGISTRANT'S TELEPHONE NUMBER (610) 669-1000

                           R. GREGORY BARTON, ESQUIRE
                                  P.O. BOX 876
                             VALLEY FORGE, PA 19482

                 APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
  AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.

                IT IS PROPOSED THAT THIS FILING BECOME EFFECTIVE:
          ON SEPTEMBER 15, 2000, PURSUANT TO PARAGRAPH (B) OF RULE 485.



-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

<PAGE>

VANGUARD INTERNATIONAL VALUE FUND

Prospectus
September 15, 2000


This prospectus contains
financial data for the
Fund for the six months
ended June 30, 2000.






NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR  DISAPPROVED  OF THESE  SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.


[A MEMBER OF
THE VANGUARD GROUP(R) LOGO]


<PAGE>

VANGUARD INTERNATIONAL VALUE FUND
Prospectus
September 15, 2000

An International Stock Mutual Fund

--------------------------------------------------------------------------------
CONTENTS
  1 FUND PROFILE                           14 FINANCIAL HIGHLIGHTS

  3 ADDITIONAL INFORMATION                 16 INVESTING WITH VANGUARD

  4 A WORD ABOUT RISK                         16 Services and Account Features

  4 WHO SHOULD INVEST                         17 Types of Accounts

  5 PRIMARY INVESTMENT STRATEGIES             18 Buying Shares

 10 THE FUND AND VANGUARD                     20 Redeeming Shares

 11 INVESTMENT ADVISER                        23 Transferring Registration

 12 DIVIDENDS, CAPITAL GAINS, AND TAXES       24 Fund and Account Updates

 14 SHARE PRICE                           GLOSSARY (inside back cover)
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
WHY READING THIS PROSPECTUS IS IMPORTANT
This  prospectus  explains the  objective,  risks,  and  strategies  of Vanguard
International  Value Fund. To highlight  terms and concepts  important to mutual
fund investors,  we have provided "Plain  Talk(R)"  explanations  along the way.
Reading  the  prospectus  will help you to decide  whether the Fund is the right
investment for you. We suggest that you keep it for future reference.
-------------------------------------------------------------------------------

<PAGE>


                                                                               1

FUND PROFILE

The following profile  summarizes key features of Vanguard  International  Value
Fund.

INVESTMENT OBJECTIVE
The Fund seeks to provide long-term capital growth and some income.

INVESTMENT STRATEGIES

The Fund invests mainly in common stocks of companies located outside the United
States that are considered by the Fund's adviser to be undervalued. Such stocks,
called  "value"  stocks,  often are out of favor in periods when  investors  are
drawn to companies with strong prospects for growth.  The prices of value stocks
therefore may be  below average  in comparison  to such  fundamental  factors as
earnings,  revenue,  and  book value.  The Fund  invests  in small-,  mid-,  and
large-capitalization  companies,  and is expected to diversify its assets across
developed and emerging markets in Eastern and Western Europe,  the Far East, and
Latin America.

PRIMARY RISKS
THE FUND'S TOTAL RETURN,  LIKE STOCK PRICES  GENERALLY,  WILL FLUCTUATE WITHIN A
WIDE RANGE, SO AN INVESTOR COULD LOSE MONEY OVER SHORT OR EVEN LONG PERIODS. The
Fund is also subject to:
-    Currency risk, which is the chance investments in a particular country will
     decrease in value if the U.S.  dollar rises in value against that country's
     currency.

-    Country risk,  which is the chance that domestic  events--such as political
     upheaval,   financial  troubles,  or  a  natural  disaster--will  weaken  a
     country's  securities  markets.  Investments in emerging  market  countries
     involve a greater  degree of  country  risk than  investments in  developed
     countries.

-    Investment  style risk,  which is the chance that returns from the types of
     stocks  held by the  Fund--small-,  mid-,  and  large-capitalization  value
     stocks--will  trail returns from the overall  stock  market.  Historically,
     small- and  mid-cap  stocks  have been much more  volatile  than  large-cap
     stocks.
-    Manager risk,  which is the chance that poor security  selection will cause
     the Fund to underperform other funds with similar investment objectives.

PERFORMANCE/RISK INFORMATION
The bar chart and table below  provide an indication of the risk of investing in
the Fund. The bar chart shows the Fund's  performance in each calendar year over
a ten-year  period.  The table shows how the Fund's average annual total returns
for one,  five,  and ten  calendar  years  compare  with those of a  broad-based
securities  market index. Keep in mind that the Fund's past performance does not
indicate how it will perform in the future.

<PAGE>

2

              ----------------------------------------------------
                              ANNUAL TOTAL RETURNS
              ----------------------------------------------------
                               1990     -12.26%
                               1991       9.96%
                               1992      -8.72%
                               1993      30.49%
                               1994       5.25%
                               1995       9.65%
                               1996      10.22%
                               1997      -4.58%
                               1998      19.46%
                               1999      21.81%
              ----------------------------------------------------

              The Fund's year-to-date return as of the most recent
              calendar quarter ended June 30, 2000, was 0.20%.

              ----------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was 20.62% (quarter ended December 31, 1998) and the lowest return for a
quarter was -18.00% (quarter ended September 30, 1990).

 -----------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
 -----------------------------------------------------------------------------
                                          1 YEAR      5 YEARS       10 YEARS
 -----------------------------------------------------------------------------
 Vanguard International Value Fund       21.81%       10.91%         7.34%
 MSCI EAFE Index*                        27.30        13.15          7.33
 -----------------------------------------------------------------------------
 *Morgan Stanley Capital International Europe, Australasia, Far East Index.
 -----------------------------------------------------------------------------

FEES AND EXPENSES
The following  table  describes the fees and expenses you may pay if you buy and
hold shares of the Fund. The expenses shown under Annual Fund Operating Expenses
are based upon those incurred in the fiscal year ended December 31, 1999.

      SHAREHOLDER FEES (fees paid directly from your investment)
      Sales Charge (Load) Imposed on Purchases:                          None
      Sales Charge (Load) Imposed on Reinvested Dividends:               None
      Redemption Fee:                                                    None
      Exchange Fee:                                                      None

      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the Fund's assets)
      Management Expenses:                                              0.51%
      12b-1 Distribution Fee:                                            None
      Other Expenses:                                                   0.08%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                            0.59%

<PAGE>

                                                                               3

     The following example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other mutual funds. It illustrates the
hypothetical  expenses  that you would incur over various  periods if you invest
$10,000 in the Fund.  This example assumes that the Fund provides a return of 5%
a year and that operating expenses remain the same. The results apply whether or
not you redeem your investment at the end of each period.

               -------------------------------------------------
                 1 YEAR      3 YEARS    5 YEARS      10 YEARS
               -------------------------------------------------
                   $60        $189       $329          $738
               -------------------------------------------------

     THIS  EXAMPLE  SHOULD NOT BE  CONSIDERED  TO REPRESENT  ACTUAL  EXPENSES OR
PERFORMANCE  FROM THE PAST OR FOR THE  FUTURE.  ACTUAL  FUTURE  EXPENSES  MAY BE
HIGHER OR LOWER THAN THOSE SHOWN.

--------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                                 FUND EXPENSES
All mutual funds have operating  expenses.  These  expenses,  which are deducted
from a fund's gross income or assets,  are  expressed as a percentage of the net
assets of the fund. Vanguard  International Value Fund's expense ratio in fiscal
year 1999 was 0.59%,  or $5.90 per $1,000 of average  net  assets.  The  average
international  stock  mutual fund had  expenses in 1999 of 1.72%,  or $17.20 per
$1,000 of average net assets  (derived from data provided by Lipper Inc.,  which
reports on the mutual fund industry). Management expenses, which are one part of
operating  expenses,  include investment advisory fees as well as other costs of
managing a fund--such as account maintenance,  reporting, accounting, legal, and
other administrative expenses.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                               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 the fund's buying and selling of securities.  These costs
can erode a substantial  portion of the gross income or capital  appreciation  a
fund may achieve.  Even seemingly small  differences in expenses can, over time,
have a dramatic effect on a fund's performance.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
ADDITIONAL INFORMATION
DIVIDENDS AND CAPITAL GAINS                MINIMUM INITIAL INVESTMENT
Distributed annually in December           $3,000; $1,000 for IRAs and custodial
                                           accounts for minors
INVESTMENT ADVISER
Hansberger Global Investors, Inc.,         NEWSPAPER ABBREVIATION
Fort Lauderdale, Fla., since               IntlVal
August 1, 2000

INCEPTION DATE                             VANGUARD FUND NUMBER
May 16, 1983                               046

NET ASSETS AS OF JUNE 30, 2000             CUSIP NUMBER
$982 million                               921939203

SUITABLE FOR IRAS                          TICKER SYMBOL
Yes                                        VTRIX
--------------------------------------------------------------------------------


<PAGE>

4

================================================================================
A WORD ABOUT RISK

This  prospectus  describes  risks you would  face as an  investor  in  Vanguard
International Value Fund. 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 the Fund,  you should also
take  into  account  your  personal  tolerance  for the  daily  fluctuations  of
international stock and currency markets.
     Look for this [FLAG] symbol  throughout the prospectus.  It is used to mark
detailed  information  about  each  type of risk that you  would  confront  as a
shareholder of the Fund.
================================================================================


WHO SHOULD INVEST

The Fund may be a suitable investment for you if:
-    You are seeking investment opportunities outside the United States.
-    You wish to add a value-oriented  international stock fund to your existing
     holdings--  which could  include other stock  investments  as well as bond,
     money market, and tax-exempt investments.
-    You are willing to accept the  additional  risks  (country  risk,  currency
     risk, etc.) associated with international investments.
-    You are  seeking  growth  of  capital  over the long  term--at  least  five
     years--along with some income.


--------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                            COSTS AND MARKET-TIMING
Some   investors  try  to  profit  from   market-timing--switching   money  into
investments  when they  expect  prices to rise,  and taking  money out when they
expect  the  market  to fall.  As money is  shifted  in and out,  a fund  incurs
expenses  for buying and selling  securities.  These costs are borne by all fund
shareholders,  including the long-term  investors who do not generate the costs.
Therefore,  the Fund  discourages  short-term  trading by,  among other  things,
limiting the number of exchanges it permits.
--------------------------------------------------------------------------------

     THE VANGUARD FUNDS DO NOT PERMIT MARKET-TIMING.  DO NOT INVEST IN THIS FUND
IF YOU ARE A MARKET-TIMER.

The Fund has adopted the following policies,  among others, to discourage short-
term trading:
-    The Fund  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 Fund.  A purchase  request  could be rejected
     because  of the  timing  of the  investment  or  because  of a  history  of
     excessive trading by the investor.
-    There is a limit on the  number of times you can  exchange  into and out of
     the Fund (see "Redeeming Shares" in the INVESTING WITH VANGUARD section).
-    The Fund reserves the right to stop offering shares at any time.

<PAGE>

                                                                               5

PRIMARY INVESTMENT STRATEGIES

This section explains the strategies that the investment adviser uses in pursuit
of the Fund's  objective,  long-term growth of capital and some income.  It also
explains how the adviser implements these strategies.  In addition, this section
discusses several important  risks--market  risk,  currency risk,  country risk,
investment  style risk,  and manager  risk--faced  by investors in the Fund. The
Fund's Board of Trustees,  which oversees the management of the Fund, may change
the Fund's  investment  objectives or strategies in the interest of shareholders
without a shareholder vote.

MARKET EXPOSURE
The Fund is a value-oriented fund that invests primarily in the common stocks of
large, medium-size and small foreign companies.  Under normal circumstances,  at
least 65% of the Fund's  total  assets will be invested in foreign  stocks of at
least  three  different  countries.  As of June 30,  2000,  the Fund's top three
country  holdings were the United Kingdom  (25.5%),  Japan  (24.2%),  and France
(10.6%). These percentages,  however, are subject to change, and consequently so
may the countries that constitute the top three holdings.

--------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                   LARGE-CAP, MID-CAP, AND SMALL-CAP STOCKS
Stocks  of  publicly  traded   companies--and   mutual  funds  that  hold  these
stocks--can be classified by the  companies'  market value,  or  capitalization.
Market  capitalization  changes over time, and there is no "official" definition
of the boundaries of large-,  mid-,  and small-cap  stocks.  Vanguard  generally
defines  large-capitalization  (large-cap)  funds as  those  holding  stocks  of
companies  whose  outstanding  shares have a market value exceeding $13 billion;
mid-cap funds as those holding  stocks of companies  with a market value between
$1.5 billion and $13 billion;  and small-cap  funds as those  typically  holding
stocks of  companies  with a market  value of less than $1.5  billion.  Vanguard
periodically reassesses these classifications.
--------------------------------------------------------------------------------

[FLAG] THE FUND IS SUBJECT TO STOCK MARKET RISK,  WHICH IS THE CHANCE THAT STOCK
     PRICES OVERALL WILL DECLINE OVER SHORT OR EVEN LONG PERIODS.  STOCK MARKETS
     TEND TO MOVE IN  CYCLES,  WITH  PERIODS  OF RISING  PRICES  AND  PERIODS OF
     FALLING PRICES.
       IN ADDITION, INVESTMENTS IN FOREIGN  STOCK MARKETS CAN BE AS RISKY AS, IF
     NOT MORE RISKY THAN, U.S. STOCK  INVESTMENTS.  THE PRICES OF  INTERNATIONAL
     STOCKS  AND  THE  PRICES  OF U.S.  STOCKS  HAVE  OFTEN  MOVED  IN  OPPOSITE
     DIRECTIONS.  THESE PERIODS HAVE, IN THE PAST, LASTED FOR AS LONG AS SEVERAL
     YEARS.

 <PAGE>

6

--------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                     THE RISKS OF INTERNATIONAL INVESTING
Because  foreign  stock  markets  operate  differently  from  the  U.S.  market,
Americans  investing  abroad will encounter risks not typically  associated with
U.S.  companies.  For  instance,  foreign  companies are not subject to the same
accounting,  auditing,  and financial  reporting standards and practices as U.S.
companies;  and their  stock may not be as liquid as the stock of  similar  U.S.
companies.  In  addition,  foreign  stock  exchanges,   brokers,  and  companies
generally  have  less   government   supervision   and  regulation   than  their
counterparts in the United States. These factors, among others, could negatively
impact the returns Americans receive from a foreign investment.
--------------------------------------------------------------------------------

     To illustrate the volatility of international  stock prices,  the following
table shows the best, worst, and average total returns for foreign stock markets
over various periods as measured by the MSCI Europe, Australasia, Far East (MSCI
EAFE) Index, a widely used barometer of international  market  activity.  (Total
returns  consist of dividend  income plus change in market price.) Note that the
returns  shown do not include  the costs of buying and  selling  stocks or other
expenses that a real-world  investment  portfolio would incur.  Note, also, that
the gap between best and worst tends to narrow over the long term.

         -------------------------------------------------------------
                 INTERNATIONAL STOCK MARKET RETURNS (1969-1999)
         -------------------------------------------------------------
                   1 YEAR     5 YEARS   10 YEARS    20 YEARS
         -------------------------------------------------------------
         Best       69.9%      36.5%      22.8%       16.3%
         Worst     -23.2%       1.5%       5.9%       12.0%
         Average    15.2%      13.6%      14.5%       14.7%
        --------------------------------------------------------------

     The table  covers all of the 1-, 5-,  10-,  and 20-year  periods  from 1969
through 1999. Keep in mind that this was a particularly favorable period for all
stock markets.  These average returns reflect past  performance on international
stocks;  you should not regard  them as an  indication  of future  returns  from
either foreign markets as a whole or this Fund in particular.
     Note  that the  table  does not take  into  account  returns  for  emerging
markets,  which  can be  substantially  more  volatile  than the more  developed
markets  included in the MSCI EAFE Index.  To illustrate this  variability,  the
following table shows returns for different  international  markets--as  well as
the U.S.  market for  comparison--from  1990 through  1999, as measured by their
respective  indexes.  Note that the  returns  shown do not  include the costs of
buying  and  selling  stocks  or other  expenses  that a  real-world  investment
portfolio would incur.

<PAGE>

                                                                               7

--------------------------------------------------------------------------------
               STOCK MARKET RETURNS FOR DIFFERENT INTERNATIONAL MARKETS*
--------------------------------------------------------------------------------
                EUROPEAN           PACIFIC          EMERGING            U.S.
                MARKET             MARKET           MARKETS             MARKETS
--------------------------------------------------------------------------------
1990             -2.00%            -34.43%          -10.55%             -3.10%
1991             14.12              11.51            59.91              30.47
1992             -3.92             -18.51            11.40               7.62
1993             29.25              36.15            74.84              10.08
1994              2.82              12.82            -7.31               1.32
1995             22.08               2.89             0.01**            37.58
1996             21.42              -8.23            15.19              22.96
1997             23.75             -25.74           -16.37              33.36
1998             28.68               2.64           -18.39              28.58
1999             15.77              56.38            60.86              21.04
--------------------------------------------------------------------------------
 *European  market returns are measured by the MSCI Europe Index; Pacific market
  returns are measured by the MSCI Pacific Free Index; emerging markets  returns
  are  measured  by  the  Select  Emerging  Markets  Free Index; and U.S. market
  returns are measured by the Standard & Poor's 500 Index.
**The  inception date of the Select Emerging Markets Free Index was May 4, 1994;
  returns shown for 1990 to 1994 are measured by the MSCI Emerging  Markets Free
  Index.
--------------------------------------------------------------------------------

[FLAG] THE FUND IS SUBJECT TO CURRENCY RISK, WHICH IS THE CHANCE THAT A STRONGER
     U.S.  DOLLAR  WILL  REDUCE  RETURNS  FOR  AMERICANS   INVESTING   OVERSEAS.
     GENERALLY,  WHEN  THE  DOLLAR  RISES  IN VALUE  AGAINST  ANOTHER  COUNTRY'S
     CURRENCY,  YOUR  INVESTMENT  IN THAT  COUNTRY  LOSES  VALUE  BECAUSE  IT IS
     DENOMINATED  IN A CURRENCY THAT IS WORTH FEWER U.S.  DOLLARS.  ON THE OTHER
     HAND, A WEAKER U.S. DOLLAR  GENERALLY LEADS TO HIGHER RETURNS FOR AMERICANS
     HOLDING INVESTMENTS DENOMINATED IN FOREIGN CURRENCIES.

[FLAG] THE FUND IS SUBJECT TO COUNTRY RISK,  WHICH IS THE CHANCE THAT  POLITICAL
     EVENTS (A WAR, NATIONAL  ELECTIONS),  FINANCIAL PROBLEMS (RISING INFLATION,
     GOVERNMENT  DEFAULT),  OR NATURAL  DISASTERS (AN EARTHQUAKE,  A FLOOD) WILL
     WEAKEN A COUNTRY'S  ECONOMY AND CAUSE  INVESTMENTS  IN THAT COUNTRY TO LOSE
     MONEY.

<PAGE>

8

--------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                         VALUE FUNDS AND GROWTH FUNDS
Value  investing  and growth  investing  are two styles  employed  by stock fund
managers.  Value funds  generally  emphasize  stocks of companies from which the
market does not expect strong growth.  The prices of value stocks  typically are
below-average  in  comparison  to such factors as earnings  and book value,  and
these  stocks  typically  have  above-average   dividend  yields.  Growth  funds
generally focus on companies believed to have above-average potential for growth
in revenue and earnings.  Reflecting the market's high expectations for superior
growth, such stocks typically have low dividend yields and above-average  prices
in relation to such  measures as revenue,  earnings,  and book value.  Value and
growth stocks have, in the past, produced similar long-term returns, though each
category has periods when it outperforms the other. (Source: Historic returns of
the Russell  3000 Value Index and the Russell  3000 Growth  Index).  In general,
value funds are  appropriate for investors who want some dividend income and the
potential for capital gains, but are less tolerant of share-price  fluctuations.
Growth funds,  by contrast,  appeal to investors who will accept more volatility
in hopes of a greater  increase in share price.  Growth funds also may appeal to
investors with taxable accounts who want a higher  proportion of returns to come
as capital gains (which may be taxed at lower rates than dividend income).
--------------------------------------------------------------------------------

[FLAG] THE FUND IS SUBJECT TO  INVESTMENT  STYLE RISK,  WHICH IS THE CHANCE THAT
     RETURNS  FROM VALUE STOCKS WILL TRAIL  RETURNS FROM OTHER ASSET  CLASSES OR
     THE  OVERALL  STOCK  MARKET.  AS A GROUP,  VALUE  STOCKS TEND TO GO THROUGH
     CYCLES OF DOING  BETTER--OR  WORSE--THAN  COMMON  STOCKS IN GENERAL.  THESE
     PERIODS HAVE, IN THE PAST, LASTED FOR AS LONG AS SEVERAL YEARS.

SECURITY SELECTION
Hansberger  Global  Investors,  Inc.  (HGI),  adviser  to the Fund,  employs  an
intensive fundamental approach to selecting stocks. HGI seeks to identify stocks
with a market  value  that is  believed  to be less than a  company's  intrinsic
value, based on its long-term potential.
     HGI's investment approach integrates  extensive research (both internal and
external),  proprietary  valuation screens,  and fundamental  analysis of stocks
with a long-term  investment  perspective.  This analysis involves  evaluating a
company's  prospects  by focusing on such factors as: the quality of a company's
management;   the  company's  competitive  position  within  its  industry;  the
financial  strength of the  company;  the quality  and growth  potential  of its
earnings;  and the outlook  for the  company's  future  based on these and other
similar  factors.  The  objective  of this  analysis is to identify  undervalued
securities  for the  Fund,  to hold  them  for the  long  term,  and to  achieve
long-term  capital  growth  as the  marketplace  realizes  the  value  of  these
securities  over time.  HGI will also  consider  other  factors in its analysis,
including country and political risks, and economic and market conditions.
     HGI seeks to broaden the scope,  and  increase  the  effectiveness,  of its
fundamental  analysis by  searching  for  undervalued  stocks in many  countries
around the world.  This global  search  provides  the adviser  with more diverse
opportunities  and  flexibility  to shift  portfolio  investments  not only from
company to company and industry to  industry,  but also from country to country,
in search of undervalued stocks.

<PAGE>

                                                                               9

     Under HGI's  management,  the Fund is expected to invest in 90-120  stocks,
across a broad  spectrum of market  capitalizations.  The Fund's  range of stock
holdings,  and diversity of capitalization ranges, may differ significantly from
the typical international equity fund.
     The Fund is generally managed without regard to tax ramifications.

[FLAG] THE FUND IS SUBJECT TO MANAGER RISK, WHICH IS THE CHANCE THAT THE ADVISER
     WILL DO A POOR JOB OF SELECTING STOCKS.

TURNOVER RATE
Although  the Fund  normally  seeks to  invest  for the long  term,  it may sell
securities  regardless of how long the securities have been held. The "Financial
Highlights"  section of this  prospectus  shows historic  turnover rates for the
Fund.  A  substantial  portion of Fund assets will be turned over in the current
fiscal  year as a result  of HGI's  restructuring  of the  Fund,  following  its
replacement of a prior adviser on August 1, 2000. In the long run,  however,  it
is expected that under normal  circumstances  the Fund's average annual turnover
rate will be less than 50%. (A turnover  rate of 100% would occur,  for example,
if the Fund sold and replaced securities valued at 100% of its net assets within
a one-year period.)

--------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                                 TURNOVER RATE
Before  investing in a mutual fund,  you should review its turnover  rate.  This
gives an  indication  of how  transaction  costs could affect the fund's  future
returns.  In general,  the greater the volume of buying and selling by the fund,
the greater the impact that brokerage  commissions and other  transaction  costs
will have on its return. Also, funds with high turnover rates may be more likely
to generate  capital gains that must be  distributed to  shareholders  as income
subject  to  taxes.  As of June 30,  2000,  the  average  turnover  rate for all
international stock funds was approximately 91%, according to Morningstar, Inc.
--------------------------------------------------------------------------------

OTHER INVESTMENT POLICIES AND RISKS
Besides  investing  in stocks of foreign  companies,  the Fund may make  certain
other kinds of investments to achieve its objective.
     The Fund may enter into  forward  foreign  currency  contracts,  which help
protect its holdings against unfavorable short-term changes in exchange rates. A
forward  foreign  currency  contract is an  agreement to buy or sell a country's
currency at a specific price on a specific  date,  usually 30, 60, or 90 days in
the future. In other words, the contract  guarantees an exchange rate on a given
date. Managers of international stock funds use these contracts to guard against
sudden,  unfavorable changes in U.S. dollar/foreign currency exchange rates. The
contracts  will not prevent the Fund's  securities  from falling in value during
foreign  market  downswings.  The adviser may  use these  contracts to eliminate
some of the  uncertainty of foreign  exchange  rates--but  will not speculate on
changes in the market.
     The Fund may also  invest,  to a limited  extent,  in futures  and  options
contracts,  which  are  traditional  types of  derivatives.  Losses  (or  gains)
involving  futures can  sometimes be  substantial--in  part because a relatively
small  price  movement  in a futures  contract  may result in an  immediate  and
substantial  loss (or gain)  for a fund.  This  Fund  will not use  futures  for
speculative  purposes  or as  leveraged  investments  that  magnify the gains or

<PAGE>


10

losses of an  investment.  The Fund's  obligation to purchase  securities  under
futures contracts will not exceed 20% of its total assets.
     The reasons for which the Fund will invest in futures and options are:
-    To keep cash on hand to meet  shareholder  redemptions or other needs while
     simulating full investment in stocks.
-    To reduce the Fund's  transaction costs or add value when these instruments
     are favorably priced.
     The Fund may also invest in preferred  stocks and convertible  bonds.  With
preferred stocks,  holders receive set dividends from the issuer; their claim on
the issuer's income and assets ranks before that common stockholders,  but after
that of bondholders.  Convertible  bonds are those that are convertible into, or
exchangeable for, common stocks.
     The Fund may temporarily  depart from its normal  investment  policies--for
instance,   by  investing   substantially  in  cash  reserves--in   response  to
extraordinary market, economic, political, or other conditions. In doing so, the
Fund may succeed in avoiding losses but otherwise fail to achieve its investment
objective.

--------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                                  DERIVATIVES
A derivative is a financial contract whose value is based on (or "derived" from)
a  traditional  security  (such  as a stock  or a  bond),  an  asset  (such as a
commodity  like  gold),  or a market  index  (such as the S&P 500  Index).  Some
futures and options have been trading on regulated  exchanges  for more than two
decades.  These  "traditional"  derivatives are standardized  contracts that can
easily be bought and sold,  and whose market values are determined and published
daily. It is these  characteristics that differentiate  futures and options from
the relatively new types of derivatives. If used for speculation or as leveraged
investments, derivatives can carry considerable risks.
--------------------------------------------------------------------------------

THE FUND AND VANGUARD

The Fund is a member  of The  Vanguard  Group  (R),  a  family  of more  than 35
investment  companies  with more than 100 funds  holding  assets worth more than
$580 billion.  All of the Vanguard funds share in the expenses  associated  with
business  operations,   such  as  personnel,   office  space,   equipment,   and
advertising.
     Vanguard  also  provides   marketing   services  to  the  funds.   Although
shareholders do not pay sales commissions or 12b-1  distribution fees, each fund
pays its allocated share of The Vanguard Group's marketing costs.

--------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                     VANGUARD'S UNIQUE CORPORATE STRUCTURE
The Vanguard Group is truly a MUTUAL mutual fund company. It is owned jointly by
the funds it oversees and thus  indirectly by the  shareholders  in those funds.
Most 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 own the
management  company's stock. By contrast,  Vanguard  provides its services on an
"at-cost"  basis,  and the funds' expense  ratios  reflect only these costs.  No
separate  management  company reaps profits or absorbs losses from operating the
funds.
--------------------------------------------------------------------------------

<PAGE>

                                                                              11

INVESTMENT ADVISER

Hansberger  Global  Investors,  Inc. (HGI),  515 East Las Olas Boulevard,  Suite
1300,  Fort  Lauderdale,  FL  33301,  founded  in  1994,  serves  as the  Fund's
investment  adviser.  As of June 30,  2000,  HGI  managed  nearly $3  billion in
assets. HGI manages the Fund subject to the control of the trustees and officers
of the Fund.
     The firm  began  advising  the Fund on August 1,  2000,  replacing  a prior
adviser, Phillips & Drew. For the year ended December 31, 1999, the advisory fee
paid to Phillips & Drew  represented  an  effective  annual rate of 0.15% of the
Fund's average net assets before a decrease of 0.04% based on performance.

     HGI's  advisory  fee is paid  quarterly,  and is  based on  certain  annual
percentage  rates  applied  to the  Fund's  average  month-end  assets  for each
quarter.

     In  addition,  starting  September  30,  2001,  HGI's  advisory  fee may be
increased or decreased,  based on the cumulative  investment  performance of the
Fund over a trailing  36-month  period as  compared  with the  cumulative  total
return of the MSCI EAFE Index over the same period.  This index is a widely used
barometer of  international  market  activity.  Note that this  performance  fee
structure will not be in full operation  until October 1, 2003;  until then, the
fee will be phased in over a 36-month period,  using certain  transition  rules.
Please  consult the Fund's  Statement of Additional  Information  for a complete
explanation of how advisory fees are calculated.

     The Fund has  authorized  HGI to choose  brokers  or  dealers to handle the
purchase  and sale of  securities  for the Fund,  and to get the best  available
price and most  favorable  execution  from  these  brokers  with  respect to all
transactions.
     In the interest of obtaining better execution of a transaction,  HGI may at
times choose brokers that charge higher commissions. If more than one broker can
obtain the best available  price and most favorable  execution of a transaction,
then HGI is  authorized  to choose a broker who, in  addition to  executing  the
transaction,  will provide research  services to HGI or the Fund. Also, the Fund
may direct HGI to use a particular  broker for certain  transactions in exchange
for commission rebates or research services provided to the Fund.
     The Board of Trustees may, without prior approval from shareholders, change
the terms of an advisory agreement or hire a new investment adviser--either as a
replacement for an existing adviser or as an additional adviser. Any significant
change in the Fund's advisory  arrangements will be communicated to shareholders
in writing. In addition, as the Fund's sponsor and overall manager, The Vanguard
Group may provide investment advisory services to the Fund, on an at-cost basis,
at any time.

<PAGE>

12

--------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                              THE FUND'S ADVISER
The  individual  primarily  responsible  for overseeing  the  implementation  of
Hansberger Global Investors' (HGI) strategy for the Fund is:

AJIT DAYAL, Deputy Chief Investment Officer of HGI, and Fund Manager; has worked
in  investment  management  since  1987;  with  HGI  since  1998;  B.A.,  Bombay
University; M.B.A., University of North Carolina at Chapel Hill.

Assisting Mr. Dayal are:

THOMAS  HANSBERGER,  CFA, CIC,  Chief  Investment  Officer of HGI; has worked in
investment  management  since 1965;  founded HGI in 1994; B.S., Miami University
(Oxford, Ohio).

RONALD HOLT, Vice President-Research at HGI; has worked in investment management
since 1991; with HGI since 1997; B.A., Columbia University; M.B.A., Stern School
of Business at New York University.

AUREOLE L. W. FOONG,  Managing  Director-Asian  Research  at HGI;  has worked in
investment management since 1989; with HGI since 1997; B.S., M.B.A.,  University
of Southern California at Los Angeles.
--------------------------------------------------------------------------------

DIVIDENDS, CAPITAL GAINS, AND TAXES

FUND DISTRIBUTIONS
The Fund  distributes to shareholders  virtually all of its net income (interest
and dividends,  less  expenses),  as well as any capital gains realized from the
sale of its holdings.  Distributions  generally occur in December.  In addition,
the Fund may occasionally be required to make  supplemental  dividend or capital
gains  distributions  at some  other  time  during  the  year.  You can  receive
distributions of income dividends or capital gains in cash, or you can have them
automatically reinvested in more shares of the Fund.

BASIC TAX POINTS
Vanguard will send you a statement  each year showing the tax status of all your
distributions.  In addition,  taxable investors should be aware of the following
basic tax points:
-    Distributions are taxable to you for federal income tax purposes whether or
     not you reinvest these amounts in additional Fund shares.
-    Distributions   declared  in  December--if  paid  to  you  by  the  end  of
     January--are  taxable  for  federal  income tax  purposes as if received in
     December.
-    Any dividends and short-term  capital gains that you receive are taxable to
     you as ordinary income for federal income tax purposes.
-    Any  distributions  of net  long-term  capital  gains are taxable to you as
     long-term capital gains for federal income tax purposes, no matter how long
     you've owned shares in the Fund.
-    Capital gains  distributions  may vary  considerably from year to year as a
     result of the Fund's normal investment activities and cash flows.
-    A sale or exchange of Fund shares is a taxable  event.  This means that you
     may have a capital gain to report as income, or a capital loss to report as
     a deduction, when you complete your federal income tax return.
-    Dividend and capital gains  distributions that you receive, as well as your
     gains or losses from any sale or exchange of Fund shares, may be subject to
     state and local income taxes.

<PAGE>


                                                                              13

-    The Fund may be subject to foreign  taxes or  foreign  tax  withholding  on
     dividends,  interest, and some  capital  gains that it  receives on foreign
     securities.  You may qualify for an  offsetting  credit or deduction  under
     U.S.  tax laws for your  portion of the  Fund's  foreign  tax  obligations,
     provided  that you meet certain  requirements.  See your tax adviser or IRS
     Publications for more information.

GENERAL INFORMATION
BACKUP  WITHHOLDING.   By  law,  Vanguard  must  withhold  31%  of  any  taxable
distributions or redemptions from your account if you do not:
-    provide us with your correct taxpayer identification number;
-    certify that the taxpayer identification number is correct; and
-    confirm that you are not subject to backup withholding.
Similarly,  Vanguard  must withhold from your account if the IRS instructs us to
do so.
FOREIGN  INVESTORS.  The Vanguard funds  generally do not offer their shares for
sale outside of the United States.  Foreign  investors should be aware that U.S.
withholding and estate taxes may apply to any investments in Vanguard funds.
INVALID  ADDRESSES.  If a dividend or capital gains distribution check mailed to
your address of record is returned as undeliverable, Vanguard will automatically
reinvest  all future  distributions  until you  provide us with a valid  mailing
address.
TAX CONSEQUENCES.  This prospectus provides general tax information only. If you
are investing through a tax-deferred retirement account, such as an IRA, special
tax rules apply. Please consult your tax adviser for detailed  information about
a fund's tax consequences for you.

--------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                                 DISTRIBUTIONS
As a  shareholder,  you are  entitled  to your share of the fund's  income  from
interest and dividends, and gains from the sale of investments. You receive such
earnings as either an income  dividend or a capital gains  distribution.  Income
dividends come from both the dividends that the fund earns from its holdings and
the  interest it receives  from its money market and bond  investments.  Capital
gains are realized  whenever the fund sells securities for higher prices than it
paid for them. These capital gains are either short-term or long-term, depending
on whether the fund held the  securities  for one year or less, or more than one
year.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                              "BUYING A DIVIDEND"
Unless you are investing through a tax-deferred  retirement  account (such as an
IRA),  it is not to your  advantage  to buy shares of a fund  shortly  before it
makes a  distribution,  because  doing so can cost you money in  taxes.  This is
known as "buying a dividend."  For example:  On December 15, you invest  $5,000,
buying 250 shares for $20 each. If the fund pays a distribution  of $1 per share
on December 16, its share price would drop to $19 (not counting  market change).
You still have only $5,000 (250 shares x $19 = $4,750 in share  value,  plus 250
shares x $1 = $250 in  distributions),  but you owe tax on the $250 distribution
you  received--even  if you  reinvest  it in more  shares.  To avoid  "buying  a
dividend," check a fund's distribution schedule before you invest.
--------------------------------------------------------------------------------

<PAGE>

14

SHARE PRICE

The Fund's share price,  called its net asset value,  or NAV, is calculated each
business day after the close of regular  trading on the New York Stock  Exchange
(the NAV is not  calculated  on  holidays  or other  days when the  Exchange  is
closed).  Net asset  value per share is computed by adding up the total value of
the Fund's  investments  and other assets,  subtracting  any of its  liabilities
(debts), and then dividing by the number of Fund shares outstanding:

                              TOTAL ASSETS - LIABILITIES
         NET ASSET VALUE = --------------------------------
                             NUMBER OF SHARES OUTSTANDING

     Knowing the daily net asset value is useful to you as a shareholder because
it indicates the current value of your investment.  The Fund's NAV multiplied by
the number of shares you own gives you the dollar amount you would have received
had you sold all of your  shares  back to the Fund  that  day.  Because  foreign
securities markets may operate on days which are not business days in the United
States,  the value of the Fund's  holdings may change on days when  shareholders
will not be able to purchase or redeem the Fund's shares.
     A NOTE ON PRICING:  The Fund's  investments  will be priced at their market
value when market  quotations are readily  available.  When these quotations are
not  readily  available,  investments  will  be  priced  at  their  fair  value,
calculated according to procedures adopted by the Fund's Board of Trustees.  The
Fund also may use fair value pricing if the value of a security held by the Fund
is  materially  affected  by events  occurring  after  the close of the  primary
markets or  exchanges  on which such  security is traded.  In these  situations,
prices used by the Fund to calculate  its net asset value may differ from quoted
or published prices for the securities.
     The Fund's  share price can be found  daily in the mutual fund  listings of
most major newspapers under the heading "Vanguard  Funds." Different  newspapers
use different abbreviations of the Fund's name, but the most common is INTLVAL.

FINANCIAL HIGHLIGHTS

The following financial  highlights table is intended to help you understand the
Fund's financial  performance for the past five years,  and certain  information
reflects  financial  results for a single Fund share.  The total  returns in the
table  represent the rate that an investor would have earned or lost each period
on an investment in the Fund (assuming  reinvestment of all dividend and capital
gains  distributions).  This  information  has been derived  from the  financial
statements audited by PricewaterhouseCoopers LLP, independent accountants, whose
report--along  with the Fund's financial  statements--is  included in the Fund's
most recent annual report to  shareholders.  You may have the annual report sent
to you without charge by contacting Vanguard.

<PAGE>

                                                                              15

--------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                  HOW TO READ THE FINANCIAL HIGHLIGHTS TABLE

The Fund  began the six  monther  ended  June 30,  2000  with a net asset  value
(price) of $29.13 per share.  During the period, the Fund earned $0.32 per share
from investment  income  (interest and dividends).  There was a decline of $0.28
per share from  investments  that had depreciated in value or that were sold for
lower prices than the Fund paid for them.

Shareholders  received $0.22 per share in the form of dividend and capital gains
distributions.  A portion of each year's  distributions  may come from the prior
year's dividends or capital gains.

The  earnings  ($0.04  per  share)  minus the  distributions  ($0.22  per share)
resulted  in a share  price  of  $28.95  at the end of the  period.  This  was a
decrease  of $0.18 per share  (from  $29.13 at the  beginning  of the  period to
$28.95  at  the  end  of the  period).  For a  shareholder  who  reinvested  the
distributions in the purchase of more shares, the total return from the Fund was
0.20% for the period.

As of June 30, 2000,  the Fund had $982  million in net assets.  For the period,
its annualized expense ratio was 0.50% ($5.00 per $1,000 of net assets); and its
annualized net investment income amounted to 2.30% of its average net assets. It
sold and replaced securities valued at 38% of its net assets.
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
                                                                          VANGUARD INTERNATIONAL VALUE FUND
                                                                                         YEAR ENDED DECEMBER 31,
                                                SIX MONTHS ENDED   --------------------------------------------------------------
                                                  JUNE 30, 2000*         1999        1998         1997         1996         1995
---------------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>          <C>         <C>          <C>          <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                      $29.13       $25.09      $22.64       $27.54       $31.11       $31.48
---------------------------------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                                       .32          .69         .77         .690          .82         .750
 Net Realized and Unrealized Gain (Loss) on Investments     (.28)        4.74        3.64       (1.945)        2.20        2.185
                                                ---------------------------------------------------------------------------------
   Total from Investment Operations                          .04         5.43        4.41       (1.255)        3.02        2.935
                                                ---------------------------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income                       (.03)        (.66)      (1.06)       (.690)        (.82)       (.790)
 Distributions from Realized Capital Gains                  (.19)        (.73)       (.90)      (2.955)       (5.77)      (2.515)
                                                ---------------------------------------------------------------------------------
   Total Distributions                                      (.22)       (1.39)      (1.96)      (3.645)       (6.59)      (3.305)
---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                            $28.95       $29.13      $25.09       $22.64       $27.54       $31.11
---------------------------------------------------------------------------------------------------------------------------------

TOTAL RETURN                                               0.20%       21.81%      19.46%       -4.58%       10.22%        9.65%
=================================================================================================================================

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period (Millions)                      $982        $1,045        $806         $777         $917         $988
 Ratio of Total Expenses to Average Net Assets            0.50%+        0.59%       0.52%        0.49%        0.50%        0.47%
 Ratio of Net Investment Income to Average Net Assets     2.30%+        2.54%       2.77%        2.36%        2.50%        2.29%
 Turnover Rate                                              38%+          41%         39%          37%          82%          47%
=================================================================================================================================
</TABLE>
*Unaudited.
+Annualized.

<PAGE>

16

--------------------------------------------------------------------------------
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.  Booklets providing detailed information are available on the services
marked with a [BOOKLET]. Please call us to request copies.
--------------------------------------------------------------------------------


SERVICES AND ACCOUNT FEATURES

Vanguard  offers many services that make it convenient to buy, sell, or exchange
shares, or to obtain fund or account information.
--------------------------------------------------------------------------------
TELEPHONE REDEMPTIONS (SALES AND EXCHANGES)
Automatically set up for this Fund unless you notify us otherwise.
--------------------------------------------------------------------------------
VANGUARD(R) DIRECT DEPOSIT SERVICE [BOOKLET]
Automatic  method  for  depositing  your  paycheck  or U.S.  government  payment
(including Social Security and government pension checks) into your account.
--------------------------------------------------------------------------------
VANGUARD(R) AUTOMATIC EXCHANGE SERVICE [BOOKLET]
Automatic  method for  moving a fixed  amount of money  from one  Vanguard  fund
account to another.
--------------------------------------------------------------------------------
VANGUARD FUND EXPRESS(R) [BOOKLET]
Electronic  method for buying or selling 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(R) [BOOKLET]
Electronic method for transferring  dividend and/or capital gains  distributions
directly  from your  Vanguard  fund account to your bank,  savings and loan,  or
credit union account.
--------------------------------------------------------------------------------
VANGUARD TELE-ACCOUNT(R) 1-800-662-6273 (ON-BOARD) [BOOKLET]
Toll-free  24-hour access to Vanguard fund and account  information--as  well as
some  transactions--by  using any touch-tone phone.  Tele-Account provides total
return,  share price, price change, and yield quotations for all Vanguard funds;
gives your account balances and history (e.g., last transaction, latest dividend
distribution);  and  allows  you to sell or  exchange  shares  to and from  most
Vanguard funds.
--------------------------------------------------------------------------------
ONLINE TRANSACTIONS [COMPUTER]
You can use your  personal  computer to perform  certain  transactions  for most
Vanguard  funds by accessing our website.  To establish  this service,  you must
register  through our website.  We will then mail you an account access password
that  allows  you  to  process  the  following   financial  and   administrative
transactions online:
-    Open a new account.*
-    Buy, sell, or exchange shares of most Vanguard funds.
-    Change your name/address.

<PAGE>

                                                                              17

-    Add/change fund options (including dividend options, Vanguard Fund Express,
     bank instructions,  checkwriting, and Vanguard Automatic Exchange Service).
     (Some  restrictions may apply.) Please call our Client Services  Department
     for assistance.

*Only current Vanguard shareholders can open a new account online, by exchanging
shares from other existing Vanguard accounts.
--------------------------------------------------------------------------------
INVESTOR INFORMATION DEPARTMENT: 1-800-662-7447 (SHIP) TEXT TELEPHONE:
1-800-952-3335
Call  Vanguard for  information  on our funds,  fund  services,  and  retirement
accounts, and to request literature.
--------------------------------------------------------------------------------
CLIENT SERVICES DEPARTMENT: 1-800-662-2739 (CREW) TEXT TELEPHONE: 1-800-749-7273
Call Vanguard for information on your account, account transactions, and account
statements.
--------------------------------------------------------------------------------
SERVICES FOR CLIENTS OF VANGUARD'S INSTITUTIONAL DIVISION: 1-888-809-8102
Vanguard's  Institutional  Division offers a variety of specialized services for
large  institutional   investors,   including  the  ability  to  effect  account
transactions through private electronic networks and third-party recordkeepers.
--------------------------------------------------------------------------------


TYPES OF ACCOUNTS

Individuals and institutions can establish a variety of accounts with Vanguard.
--------------------------------------------------------------------------------
FOR ONE OR MORE PEOPLE
Open an account in the name of one (individual) or more (joint tenants) people.
--------------------------------------------------------------------------------
FOR HOLDING PERSONAL TRUST ASSETS [BOOKLET]
Invest assets held in an existing personal trust.
--------------------------------------------------------------------------------
FOR INDIVIDUAL RETIREMENT ACCOUNTS [BOOKLET]
Open a  traditional  IRA account or a Roth IRA  account.  Eligibility  and other
requirements  are  established  by federal law and  Vanguard  custodial  account
agreements. For more information, please call 1-800-662-7447 (SHIP).
--------------------------------------------------------------------------------
FOR AN ORGANIZATION [BOOKLET]
Open an account as a corporation,  partnership,  endowment, foundation, or other
entity.
--------------------------------------------------------------------------------
FOR THIRD-PARTY TRUSTEE RETIREMENT INVESTMENTS
Open an account as a retirement trust or plan based on an existing  corporate or
institutional  plan.  These  accounts  are  established  by the  trustee  of the
existing plan.
--------------------------------------------------------------------------------
VANGUARD PROTOTYPE PLANS
Open a  variety  of  retirement  accounts  using  Vanguard  prototype  plans for
individuals,  sole proprietorships,  and small businesses. For more information,
please call 1-800-662-2003.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
A NOTE ON INVESTING WITH VANGUARD THROUGH OTHER FIRMS
You may purchase or sell Fund shares through a financial  intermediary such as a
bank,  broker,  or investment  adviser.  If you invest with Vanguard  through an
intermediary,  please read that firm's program  materials  carefully to learn of
any  special  rules  that may apply.  For  example,  special  terms may apply to
additional service features, fees, or other policies.  Consult your intermediary
to determine when your order will be priced.
--------------------------------------------------------------------------------

<PAGE>

18

BUYING SHARES

You buy your shares at the Fund's next-determined net asset value after Vanguard
receives your request.  As long as your request is received  before the close of
regular  trading on the New York Stock  Exchange,  generally  4:00 p.m.  Eastern
time, you will buy your shares at that day's net asset value.
--------------------------------------------------------------------------------
MINIMUM INVESTMENT TO . . .
open a new account
$3,000 (regular account); $1,000 (traditional IRAs and Roth IRAs).

add to an existing account
$100 by mail or exchange; $1,000 by wire.
--------------------------------------------------------------------------------
A NOTE ON LOW BALANCES
The Fund  reserves  the  right to close any  nonretirement  fund  account  whose
balance falls below the minimum initial  investment.  The Fund will deduct a $10
annual fee in June if your  nonretirement  account balance at that time is below
$2,500.  The low balance fee is waived for investors who have aggregate Vanguard
account assets of $50,000 or more.
--------------------------------------------------------------------------------
BY MAIL TO . . .[ENVELOPE]
open a new account
Complete and sign the account registration form and enclose your check.

add to an existing account
Mail your check with an  Invest-By-Mail  form  detached  from your  confirmation
statement to the address listed on the form. Please do not alter  Invest-By-Mail
forms, since they are fund- and account-specific.

Make your check payable to: The Vanguard Group-46
All  purchases  must be made in U.S.  dollars,  and checks must be drawn on U.S.
banks.

First-class mail to:            Express or Registered mail to:
The Vanguard Group              The Vanguard Group
P.O. Box 1110                   455 Devon Park Drive
Valley Forge, PA 19482-1110     Wayne, PA 19087-1815

For clients of Vanguard's Institutional Division . . .

First-class mail to:            Express or Registered mail to:
The Vanguard Group              The Vanguard Group
P.O. Box 2900                   455 Devon Park Drive
Valley Forge, PA 19482-2900     Wayne, PA 19087-1815
--------------------------------------------------------------------------------
IMPORTANT  NOTE:  To prevent  check fraud,  Vanguard will not accept checks made
payable to third parties.
--------------------------------------------------------------------------------
BY TELEPHONE TO . . .[TELEPHONE]
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  identification  number, and account type). (Note that
some restrictions apply to index fund accounts.)

<PAGE>


                                                                              19

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  identification  number, and account type). (Note that
some restrictions  apply to index fund accounts.) 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 available.

Vanguard Tele-Account           Client Services
1-800-662-6273                  1-800-662-2739

*You must obtain a Personal  Identification Number (PIN) through Tele-Account at
least seven days before you request your first exchange.
--------------------------------------------------------------------------------
IMPORTANT  NOTE:  Once  you  have  initiated  a  telephone   transaction  and  a
confirmation  number has been assigned,  the transaction  cannot be revoked.  We
reserve the right to refuse any purchase request.
--------------------------------------------------------------------------------
BY WIRE TO OPEN A NEW ACCOUNT OR ADD TO AN EXISTING ACCOUNT [WIRE]
Call Client  Services to arrange your wire  transaction.  Wire  transactions  to
retirement  accounts are only  available for asset  transfers and rollovers from
other financial institutions.  Individual IRA contributions will not be accepted
by wire.

Wire to:
FRB ABA 021001088 HSBC Bank USA

For credit to:
Account: 000112046
Vanguard Incoming Wire Account

In favor of:
Vanguard International Value Fund-46
[Account number, or temporary number for a new account]
[Registered account owner(s)]
[Registered address]
--------------------------------------------------------------------------------
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  at the Fund's  next-determined  net asset  value after the request is
received,  your redemption proceeds will not be available until payment for your
purchase is collected, which may take up to ten calendar days.
--------------------------------------------------------------------------------
A NOTE ON LARGE PURCHASES
It is important that you call Vanguard  before you invest a large dollar amount.
It is our responsibility to consider the interests of all Fund shareholders, and
so we  reserve  the right to refuse any  purchase  that may  disrupt  the Fund's
operation or performance.
--------------------------------------------------------------------------------

<PAGE>

20

REDEEMING SHARES

This section describes how you can redeem--that is, sell or exchange--the Fund's
shares.

When Selling Shares:
-    Vanguard sends the redemption proceeds to you or a designated third party.*
-    You can sell all or part of your Fund shares at any time.
*May require a signature guarantee; see footnote on page 22.

When Exchanging Shares:
-    The redemption proceeds are used to purchase shares of a different Vanguard
     fund.
-    You must meet the receiving fund's minimum investment requirements.
-    Vanguard reserves the right to revise or terminate the exchange  privilege,
     limit the amount of an exchange, or reject an exchange at any time, without
     notice.
-    In  order  to  exchange  into  an  account  with a  different  registration
     (including a different name, address, or taxpayer  identification  number),
     you must include the guaranteed signatures of all current account owners on
     your written instructions.

In both  cases,  your  transaction  will be based on the Fund's  next-determined
share price,  subject to any special rules  discussed in the "Redeeming  Shares"
section of this prospectus.
--------------------------------------------------------------------------------
NOTE:  Once a redemption  is initiated  and a  confirmation  number  given,  the
transaction CANNOT be canceled.
--------------------------------------------------------------------------------

HOW TO REQUEST A REDEMPTION
You can request a  redemption  from your Fund  account in any one of three ways:
online, by telephone, or by mail.
     The Vanguard funds whose shares you cannot  exchange online or by telephone
are:  VANGUARD U.S. STOCK INDEX FUNDS,  VANGUARD  BALANCED INDEX FUND,  VANGUARD
INTERNATIONAL  STOCK INDEX FUNDS,  VANGUARD REIT INDEX FUND, and VANGUARD GROWTH
AND INCOME FUND. These funds do, however,  permit online and telephone exchanges
within  IRAs and other  retirement  accounts.  If you sell shares of these funds
online, you will receive a redemption check at your address of record.
--------------------------------------------------------------------------------
ONLINE REQUESTS www.vanguard.com [COMPUTER]
You can use your personal  computer to sell or exchange  shares of most Vanguard
funds by accessing our website.  To establish  this  service,  you must register
through our website.  We will then mail you an account access password that will
enable  you to sell  or  exchange  shares  online  (as  well  as  perform  other
transactions).
--------------------------------------------------------------------------------
TELEPHONE REQUESTS [TELEPHONE]
All Account Types Except Retirement:
Call Vanguard  Tele-Account  24 hours a day--or Client  Services during business
hours--to  sell or exchange  shares.  You can exchange  shares from this Fund to
open an account in another Vanguard fund or to add to an existing  Vanguard fund
account with an identical registration.

Retirement Accounts:
You can  exchange--but  not  sell--shares  by  calling  Tele-Account  or  Client
Services.

Vanguard Tele-Account     Client Services
1-800-662-6273            1-800-662-2739


<PAGE>


                                                                              21

--------------------------------------------------------------------------------
SPECIAL  INFORMATION:  We will automatically  establish the telephone redemption
option for your  account,  unless you instruct us  otherwise  in writing.  While
telephone  redemption is easy and convenient,  this account  feature  involves a
risk of loss from  unauthorized or fraudulent  transactions.  Vanguard will take
reasonable  precautions  to protect your  account from fraud.  You should do the
same by keeping your account information  private and immediately  reviewing any
account  statements  that  we  send  to  you.  Make  sure  to  contact  Vanguard
immediately about any transaction you believe to be unauthorized.
--------------------------------------------------------------------------------

We reserve the right to refuse a telephone redemption if the caller is unable to
provide:
-    The ten-digit account number.
-    The name and address exactly as registered on the account.
-    The primary Social Security or employer identification number as registered
     on the account.
-    The Personal  Identification  Number (PIN),  if applicable  (for  instance,
     Tele-Account).
     Please note that Vanguard will not be  responsible  for any account  losses
due to telephone  fraud, so long as we have taken reasonable steps to verify the
caller's identity.  If you wish to remove the telephone  redemption feature from
your account, please notify us in writing.
--------------------------------------------------------------------------------
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 U.S.  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 this section.
--------------------------------------------------------------------------------

MAIL REQUESTS [ENVELOPE]
All Account Types Except Retirement:
Send a letter of instruction signed by all registered  account holders.  Include
the fund name and  account  number and (if you are  selling) a dollar  amount or
number  of shares  OR (if you are  exchanging)  the name of the fund you want to
exchange  into and a dollar  amount or number of  shares.  To  exchange  into an
account  with a different  registration  (including a different  name,  address,
taxpayer identification number, or account type), you must provide Vanguard with
written  instructions  that  include the  guaranteed  signatures  of all current
owners of the fund from which you wish to redeem.

Vanguard Retirement Accounts:
For information on how to request distributions from:
-    Traditional IRAs and Roth IRAs--call Client Services.
-    SEP-IRAs, SIMPLE IRAs, 403(b)(7) custodial accounts, and Profit-Sharing and
     Money Purchase Pension (Keogh) Plans--call  Individual  Retirement Plans at
     1-800-662-2003.

Depending on your account  registration  type,  additional  documentation may be
required.

<PAGE>

22

First-class mail to:            Express or Registered mail to:
The Vanguard Group              The Vanguard Group
P.O. Box 1110                   455 Devon Park Drive
Valley Forge, PA 19482-1110     Wayne, PA 19087-1815

For clients of Vanguard's Institutional Division . . .

First-class mail to:            Express or Registered mail to:
The Vanguard Group              The Vanguard Group
P.O. Box 2900                   455 Devon Park Drive
Valley Forge, PA 19482-2900     Wayne, PA 19087-1815
--------------------------------------------------------------------------------
A NOTE ON LARGE REDEMPTIONS
It is important that you call Vanguard  before you redeem a large dollar amount.
It is our responsibility to consider the interests of all fund shareholders, and
so we reserve the right to delay  delivery of your  redemption  proceeds--up  to
seven days--if the amount may disrupt the Fund's operation or performance.
     If you redeem more than  $250,000  worth of Fund  shares  within any 90-day
period,  the  Fund  reserves  the  right  to pay  part or all of the  redemption
proceeds above $250,000  in-kind,  i.e., in securities,  rather than in cash. If
payment is made in-kind,  you may incur  brokerage  commissions  if you elect to
sell the securities for cash.
--------------------------------------------------------------------------------

OPTIONS FOR REDEMPTION PROCEEDS
You may receive your redemption  proceeds in one of three ways: check,  exchange
to another Vanguard fund, or Fund Express redemption.
--------------------------------------------------------------------------------
CHECK REDEMPTIONS
Normally,  Vanguard  will  mail  your  check  within  two  business  days  of  a
redemption.
--------------------------------------------------------------------------------
EXCHANGE REDEMPTIONS
As described  above, an exchange  involves using the proceeds of your redemption
to purchase shares of another Vanguard fund.
--------------------------------------------------------------------------------
FUND EXPRESS(R) REDEMPTIONS
Vanguard  will  electronically  transfer  funds to your  prelinked  checking  or
savings account.
--------------------------------------------------------------------------------

FOR OUR MUTUAL PROTECTION
For your best interests and ours, Vanguard applies these additional requirements
to redemptions:

REQUEST IN "GOOD ORDER"
All redemption requests must be received by Vanguard in "good order." This means
that your request must include:
-    The Fund name and account number.
-    The amount of the transaction (in dollars or shares).
-    Signatures  of all owners  exactly as  registered  on the account (for mail
     requests).
-    Signature guarantees (if required).*
-    Any supporting legal documentation that may be required.
-    Any outstanding certificates representing shares to be redeemed.

*For instance,  a signature guarantee must be provided by all registered account
 shareholders when redemption  proceeds are to be sent to a different  person or
 address. A signature guarantee can be obtained from most commercial and savings
 banks,  credit  unions, trust  companies,  or  member firms  of  a  U.S.  stock
 exchange.

<PAGE>

                                                                              23

TRANSACTIONS ARE PROCESSED AT THE NEXT-DETERMINED SHARE PRICE AFTER VANGUARD HAS
RECEIVED ALL REQUIRED INFORMATION.
--------------------------------------------------------------------------------
LIMITS ON ACCOUNT ACTIVITY
Because  excessive account  transactions can disrupt  management of the Fund and
increase the Fund's costs for all shareholders, Vanguard limits account activity
as follows:
-    You may make no more than TWO  SUBSTANTIVE  "ROUND TRIPS"  THROUGH THE FUND
     during any 12-month period.
-    Your round trips through the Fund must be at least 30 days apart.
-    The Fund may refuse a share purchase at any time, for any reason.
-    Vanguard may revoke an investor's telephone exchange privilege at any time,
     for any reason.

A "round trip" is a redemption  from the Fund  followed by a purchase  back into
the  Fund.  Also,  a  "round  trip"  covers  transactions  accomplished  by  any
combination  of methods,  including  transactions  conducted by check,  wire, or
exchange to/from another Vanguard fund. "Substantive" means a dollar amount that
Vanguard  determines,  in  its  sole  discretion,  could  adversely  affect  the
management of the Fund.
--------------------------------------------------------------------------------
RETURN YOUR SHARE CERTIFICATES
Any portion of your account represented by share certificates cannot be redeemed
until you return the  certificates  to Vanguard.  Certificates  must be returned
(unsigned),  along with a letter  requesting  the sale or  exchange  you wish to
process, via certified mail to:

The Vanguard Group
455 Devon Park Drive
Wayne, PA 19087-1815
--------------------------------------------------------------------------------
ALL TRADES ARE FINAL
Vanguard  will not cancel any  transaction  request  (including  any purchase or
redemption)  that we believe to be authentic once the request has been initiated
and a confirmation number assigned.
--------------------------------------------------------------------------------
UNCASHED CHECKS
Please cash your distribution or redemption  checks promptly.  Vanguard will not
pay interest on uncashed checks.
--------------------------------------------------------------------------------

TRANSFERRING REGISTRATION

You can  transfer  the  registration  of your Fund  shares to  another  owner by
completing a transfer form and sending it to Vanguard.

First-class mail to:            Express or Registered mail to:
The Vanguard Group              The Vanguard Group
P.O. Box 1110                   455 Devon Park Drive
Valley Forge, PA 19482-1110     Wayne, PA 19087-1815

For clients of Vanguard's Institutional Division . . .

First-class mail to:            Express or Registered mail to:
The Vanguard Group              The Vanguard Group
P.O. Box 2900                   455 Devon Park Drive
Valley Forge, PA 19482-2900     Wayne, PA 19087-1815
--------------------------------------------------------------------------------

<PAGE>

24

FUND AND ACCOUNT UPDATES

STATEMENTS AND REPORTS
We will send you account and tax  statements to help you keep track of your Fund
account  throughout  the year as well as when you are preparing  your income tax
returns.
     In addition,  you will  receive  financial  reports  about the Fund twice a
year.  These   comprehensive   reports  include  an  assessment  of  the  Fund's
performance  (and a comparison  to its industry  benchmark),  an overview of the
financial  markets,  a  report  from  the  advisers,  and the  Fund's  financial
statements which include a listing of the Fund's holdings.
     To keep  the  Fund's  costs  as low as  possible  (so  that  you and  other
shareholders can keep more of the Fund's investment earnings), Vanguard attempts
to  eliminate  duplicate  mailings  to the same  address.  When two or more Fund
shareholders  have the same last name and address,  we send just one Fund report
to that address--instead of mailing separate reports to each shareholder. If you
want us to send  separate  reports,  notify our Client  Services  Department  at
1-800-662-2739.
--------------------------------------------------------------------------------
CONFIRMATION STATEMENT
Sent each time you buy,  sell, or exchange  shares;  confirms the trade date and
the amount of your transaction.
--------------------------------------------------------------------------------
PORTFOLIO SUMMARY [BOOKLET]
Mailed  quarterly for most  accounts;  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 February and August for this Fund.
--------------------------------------------------------------------------------
TAX STATEMENTS
Generally  mailed in January;  report previous year's dividend and capital gains
distributions,  proceeds from the sale of shares, and distributions from IRAs or
other retirement accounts.
--------------------------------------------------------------------------------
AVERAGE COST REVIEW STATEMENT [BOOKLET]
Issued quarterly for most taxable accounts (accompanies your Portfolio Summary);
shows the average  cost of shares that you redeemed  during the  calendar  year,
using only the average cost single category method.
--------------------------------------------------------------------------------

<PAGE>

GLOSSARY OF INVESTMENT TERMS

CAPITAL GAINS DISTRIBUTION
Payment to mutual fund  shareholders of gains realized on securities that a fund
has sold at a profit, minus any realized losses.

CASH RESERVES
Cash deposits,  short-term  bank deposits,  and money market  instruments  which
include U.S.  Treasury bills,  bank  certificates  of deposit (CDs),  repurchase
agreements, commercial paper, and banker's acceptances.

COMMON STOCK
A security  representing  ownership  rights in a  corporation.  A stockholder is
entitled  to share in the  company's  profits,  some of which may be paid out as
dividends.

COUNTRY RISK
The chance that domestic events--such as political upheaval, financial troubles,
or a natural disaster--will weaken a country's economy.

CURRENCY RISK
The  chance  that a  foreign  investment  will  decrease  in  value  because  of
unfavorable currency exchange rates.

DIVIDEND INCOME
Payment to  shareholders  of income from  interest or  dividends  generated by a
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
distribution fees.

FUND DIVERSIFICATION
Holding a variety of securities so that a fund's return is not badly hurt by the
poor performance of a single security, industry, or country.

GROWTH STOCK FUND
A mutual fund that emphasizes stocks of companies believed to have above-average
prospects for growth.  Reflecting market expectations for superior growth, these
stocks typically have low dividend yields and  above-average  prices in relation
to such factors as revenue, earnings, and book value.

INTERNATIONAL STOCK FUND
A mutual fund that invests in the stocks of companies located outside the United
States.

INVESTMENT ADVISER
An  organization  that  makes  the  day-to-day   decisions  regarding  a  fund's
investments.

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.

PRICE/EARNINGS (P/E) RATIO
The current share price of a stock,  divided by its per-share earnings (profits)
from the past year. A stock selling for $20, with earnings of $2 per share,  has
a price/earnings ratio of 10.

PRINCIPAL
The amount of money you put into an investment.

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.

VALUE STOCK FUND
A mutual fund that  emphasizes  stocks of companies  whose growth  prospects are
generally   regarded  as  subpar  by  the  market.   Reflecting   these   market
expectations,  the  prices  of  value  stocks  typically  are  below average  in
comparison  with such  factors as  earnings  and book  value,  and these  stocks
typically have above-average dividend yields.

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
Income  (interest  or  dividends)  earned  by  an  investment,  expressed  as  a
percentage of the investment's price.

<PAGE>

[SHIP]
[THE VANGUARD GROUP(R) LOGO]
Post Office Box 2600
Valley Forge, PA 19482-2600

FOR MORE INFORMATION
If you'd like more information about
Vanguard International Value Fund,
the following documents are
available free upon request:

ANNUAL/SEMIANNUAL REPORTS
TO SHAREHOLDERS
Additional information about the
Fund's investments is available in
the Fund's annual and semiannual
reports to shareholders.

STATEMENT OF ADDITIONAL
INFORMATION (SAI)
The SAI provides more detailed
information about the Fund.

The current annual and semiannual
reports and the SAI are incorporated
by reference into (and are thus
legally a part of) this prospectus.

All market indexes  referenced in
this prospectus are the exclusive
property of their respective owners

To receive a free copy of the latest
annual or semiannual report or the
SAI, or to request additional
information about the Fund or other
Vanguard funds, please contact us
as follows:

THE VANGUARD GROUP
INVESTOR INFORMATION
DEPARTMENT
P.O. BOX 2600
VALLEY FORGE, PA 19482-2600

TELEPHONE:
1-800-662-7447 (SHIP)

TEXT TELEPHONE:
1-800-952-3335

WORLD WIDE WEB:
WWW.VANGUARD.COM

If you are a current Fund shareholder
and would like information about
your account, account transactions,
and/or account statements,
please call:

CLIENT SERVICES DEPARTMENT
TELEPHONE:
1-800-662-2739 (CREW)

TEXT TELEPHONE:
1-800-749-7273

INFORMATION PROVIDED BY THE
SECURITIES AND EXCHANGE
COMMISSION (SEC)
You can review and copy information
about the Fund (including the SAI) at
the SEC's Public Reference Room in
Washington, DC. To find out more
about this public service, call the
SEC at 1-202-942-8090. Reports and
other information about the Fund are
also available on the SEC's website
(www.sec.gov), or you can receive
copies of this information, for a fee,
by electronic request at the
following e-mail address:
[email protected], or by writing the
Public Reference Section, Securities
and Exchange Commission,
Washington, DC 20549-0102.

Fund's Investment Company Act
file number: 811-2968

(C) 2000 The Vanguard Group, Inc.
All rights reserved.
Vanguard Marketing Corporation,
Distributor.


P046N 092000

<PAGE>

VANGUARD
INTERNATIONAL VALUE
FUND

Participant Prospectus
September 15, 2000

This prospectus contains
financial data for the
Fund for the six months ended
June 30, 2000.


NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR  DISAPPROVED  OF THESE  SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.


[A MEMBER OF THE VANGUARD GROUP(R) LOGO]

<PAGE>

VANGUARD INTERNATIONAL VALUE FUND
Participant Prospectus
September 15, 2000

An International Stock Mutual Fund

--------------------------------------------------------------------------------
 CONTENTS

 1 FUND PROFILE                        12 DIVIDENDS, CAPITAL GAINS, AND TAXES

 3 ADDITIONAL INFORMATION              13 SHARE PRICE

 4 A WORD ABOUT RISK                   13 FINANCIAL HIGHLIGHTS

 4 WHO SHOULD INVEST                   15 INVESTING WITH VANGUARD

 5 PRIMARY INVESTMENT STRATEGIES       16 ACCESSING FUND INFORMATION BY COMPUTER

10 THE FUND AND VANGUARD               GLOSSARY (inside back cover)

11 INVESTMENT ADVISER
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
WHY READING THIS PROSPECTUS IS IMPORTANT
This  prospectus  explains the  objective,  risks,  and  strategies  of Vanguard
International  Value Fund. To highlight  terms and concepts  important to mutual
fund investors,  we have provided "Plain  Talk(R)"  explanations  along the way.
Reading  the  prospectus  will help you to decide  whether the Fund is the right
investment for you. We suggest that you keep it for future reference.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
IMPORTANT NOTE
This prospectus is intended for participants in employer-sponsored retirement or
savings plans. Another version--for  investors who would like to open a personal
investment account--can be obtained by calling Vanguard at 1-800-662-7447.
--------------------------------------------------------------------------------

<PAGE>


                                                                               1

FUND PROFILE

The following profile  summarizes key features of Vanguard  International  Value
Fund.

INVESTMENT OBJECTIVE
The Fund seeks to provide long-term capital growth and some income.

INVESTMENT STRATEGIES

The Fund invests mainly in common stocks of companies located outside the United
States that are considered by the Fund's adviser to be undervalued. Such stocks,
called  "value"  stocks,  often are out of favor in periods when  investors  are
drawn to companies with strong prospects for growth.  The prices of value stocks
therefore  may be below average in  comparison  to such  fundamental  factors as
earnings,  revenue,  and book  value.  The Fund  invests  in small-,  mid-,  and
large-capitalization  companies,  and is expected to diversify its assets across
developed and emerging markets in Eastern and Western Europe,  the Far East, and
Latin America.

PRIMARY RISKS
THE FUND'S TOTAL RETURN,  LIKE STOCK PRICES  GENERALLY,  WILL FLUCTUATE WITHIN A
WIDE RANGE, SO AN INVESTOR COULD LOSE MONEY OVER SHORT OR EVEN LONG PERIODS. The
Fund is also subject to:
-    Currency risk, which is the chance investments in a particular country will
     decrease in value if the U.S.  dollar rises in value against that country's
     currency.

-    Country risk,  which is the chance that domestic  events--such as political
     upheaval,   financial  troubles,  or  a  natural  disaster--will  weaken  a
     country's  securities  markets.  Investments in emerging  market  countries
     involve a greater  degree of  country  risk than  investments in  developed
     countries.

-    Investment  style risk,  which is the chance that returns from the types of
     stocks  held by the  Fund--small-,  mid-,  and  large-capitalization  value
     stocks--will  trail returns from the overall  stock  market.  Historically,
     small- and  mid-cap  stocks  have been much more  volatile  than  large-cap
     stocks.
-    Manager risk,  which is the chance that poor security  selection will cause
     the Fund to underperform other funds with similar investment objectives.

PERFORMANCE/RISK INFORMATION
The bar chart and table below  provide an indication of the risk of investing in
the Fund. The bar chart shows the Fund's  performance in each calendar year over
a ten-year  period.  The table shows how the Fund's average annual total returns
for one,  five,  and ten  calendar  years  compare  with those of a  broad-based
securities  market index. Keep in mind that the Fund's past performance does not
indicate how it will perform in the future.

<PAGE>

2

              ----------------------------------------------------
                              ANNUAL TOTAL RETURNS
              ----------------------------------------------------
                               1990     -12.26%
                               1991       9.96%
                               1992      -8.72%
                               1993      30.49%
                               1994       5.25%
                               1995       9.65%
                               1996      10.22%
                               1997      -4.58%
                               1998      19.46%
                               1999      21.81%
              ----------------------------------------------------

              The Fund's year-to-date return as of the most recent
              calendar quarter ended June 30, 2000, was 0.20%.

              ----------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was 20.62% (quarter ended December 31, 1998) and the lowest return for a
quarter was -18.00% (quarter ended September 30, 1990).

 -----------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
 -----------------------------------------------------------------------------
                                          1 YEAR      5 YEARS       10 YEARS
 -----------------------------------------------------------------------------
 Vanguard International Value Fund       21.81%       10.91%         7.34%
 MSCI EAFE Index*                        27.30        13.15          7.33
 -----------------------------------------------------------------------------
 *Morgan Stanley Capital International Europe, Australasia, Far East Index.
 -----------------------------------------------------------------------------

FEES AND EXPENSES
The following  table  describes the fees and expenses you may pay if you buy and
hold shares of the Fund. The expenses shown under Annual Fund Operating Expenses
are based upon those incurred in the fiscal year ended December 31, 1999.

      SHAREHOLDER FEES (fees paid directly from your investment)
      Sales Charge (Load) Imposed on Purchases:                          None
      Sales Charge (Load) Imposed on Reinvested Dividends:               None
      Redemption Fee:                                                    None
      Exchange Fee:                                                      None

      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the Fund's assets)
      Management Expenses:                                              0.51%
      12b-1 Distribution Fee:                                            None
      Other Expenses:                                                   0.08%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                            0.59%

<PAGE>


                                                                               3

     The following example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other mutual funds. It illustrates the
hypothetical  expenses  that you would incur over various  periods if you invest
$10,000 in the Fund.  This example assumes that the Fund provides a return of 5%
a year and that operating expenses remain the same. The results apply whether or
not you redeem your investment at the end of each period.

               -------------------------------------------------
                 1 YEAR      3 YEARS    5 YEARS      10 YEARS
               -------------------------------------------------
                   $60        $189       $329          $738
               -------------------------------------------------

     THIS  EXAMPLE  SHOULD NOT BE  CONSIDERED  TO REPRESENT  ACTUAL  EXPENSES OR
PERFORMANCE  FROM THE PAST OR FOR THE  FUTURE.  ACTUAL  FUTURE  EXPENSES  MAY BE
HIGHER OR LOWER THAN THOSE SHOWN.

--------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                                  FUND EXPENSES
All mutual funds have operating  expenses.  These  expenses,  which are deducted
from a fund's gross income or assets,  are  expressed as a percentage of the net
assets of the fund. Vanguard  International Value Fund's expense ratio in fiscal
year 1999 was 0.59%,  or $5.90 per $1,000 of average  net  assets.  The  average
international  stock  mutual fund had  expenses in 1999 of 1.72%,  or $17.20 per
$1,000 of average net assets  (derived from data provided by Lipper Inc.,  which
reports on the mutual fund industry). Management expenses, which are one part of
operating  expenses,  include investment advisory fees as well as other costs of
managing a fund--such as account maintenance,  reporting, accounting, legal, and
other administrative expenses.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                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 the fund's buying and selling of securities.  These costs
can erode a substantial  portion of the gross income or capital  appreciation  a
fund may achieve.  Even seemingly small  differences in expenses can, over time,
have a dramatic effect on a fund's performance.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
ADDITIONAL INFORMATION
DIVIDENDS AND CAPITAL GAINS                NEWSPAPER ABBREVIATION
Distributed annually in December           IntlVal

INVESTMENT ADVISER                         VANGUARD FUND NUMBER
Hansberger Global Investors, Inc.,         046
Fort Lauderdale, Fla., since
August 1, 2000
                                           CUSIP NUMBER
INCEPTION DATE                             921939203
May 16, 1983
                                           TICKER SYMBOL
NET ASSETS AS OF JUNE 30, 2000             VTRIX
$982 million
--------------------------------------------------------------------------------

<PAGE>

4

================================================================================
A WORD ABOUT RISK

This  prospectus  describes  risks you would  face as an  investor  in  Vanguard
International Value Fund. 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 the Fund,  you should also
take  into  account  your  personal  tolerance  for the  daily  fluctuations  of
international stock and currency markets.
     Look for this [FLAG] symbol  throughout the prospectus.  It is used to mark
detailed  information  about  each  type of risk that you  would  confront  as a
shareholder of the Fund.
================================================================================

WHO SHOULD INVEST

The Fund may be a suitable investment for you if:
-    You are seeking investment opportunities outside the United States.
-    You wish to add a value-oriented  international stock fund to your existing
     holdings--which  could  include  other stock  investments  as well as bond,
     money market, and tax-exempt investments.
-    You are willing to accept the  additional  risks  (country  risk,  currency
     risk, etc.) associated with international investments.
-    You are  seeking  growth  of  capital  over the long  term--at  least  five
     years--along with some income.

--------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                            COSTS AND MARKET-TIMING
Some   investors  try  to  profit  from   market-timing--switching   money  into
investments  when they  expect  prices to rise,  and taking  money out when they
expect  the  market  to fall.  As money is  shifted  in and out,  a fund  incurs
expenses  for buying and selling  securities.  These costs are borne by all fund
shareholders,  including the long-term  investors who do not generate the costs.
Therefore,  the Fund  discourages  short-term  trading by,  among other  things,
limiting the number of exchanges it permits.
--------------------------------------------------------------------------------

     THE VANGUARD FUNDS DO NOT PERMIT MARKET-TIMING.  DO NOT INVEST IN THIS FUND
IF YOU ARE A MARKET-TIMER.

     The Fund has adopted the following  policies,  among others,  to discourage
short- term trading:
-    The Fund  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 Fund.  A purchase  request  could be rejected
     because  of the  timing  of the  investment  or  because  of a  history  of
     excessive trading by the investor.
-    There is a limit on the  number of times you can  exchange  into and out of
     the Fund (see "Exchanges" in the INVESTING WITH VANGUARD section).
-    The Fund reserves the right to stop offering shares at any time.

<PAGE>

                                                                               5
PRIMARY INVESTMENT STRATEGIES

This section explains the strategies that the investment adviser uses in pursuit
of the Fund's  objective,  long-term growth of capital and some income.  It also
explains how the adviser implements these strategies.  In addition, this section
discusses several important  risks--market  risk,  currency risk,  country risk,
investment  style risk,  and manager  risk--faced  by investors in the Fund. The
Fund's Board of Trustees,  which oversees the management of the Fund, may change
the Fund's investment  objectives or strategies in the interest of shareholders,
without a shareholder vote.

MARKET EXPOSURE
The Fund is a value-oriented fund that invests primarily in the common stocks of
large, medium-size and small foreign companies.  Under normal circumstances,  at
least 65% of the Fund's  total  assets will be invested in foreign  stocks of at
least  three  different  countries.  As of June 30,  2000,  the Fund's top three
country  holdings were the United Kingdom  (25.5%),  Japan  (24.2%),  and France
(10.6%). These percentages,  however, are subject to change, and consequently so
may the countries that constitute the top three holdings.

--------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                   LARGE-CAP, MID-CAP, AND SMALL-CAP STOCKS
Stocks  of  publicly  traded   companies--and   mutual  funds  that  hold  these
stocks--can be classified by the  companies'  market value,  or  capitalization.
Market  capitalization  changes over time, and there is no "official" definition
of the boundaries of large-,  mid-,  and small-cap  stocks.  Vanguard  generally
defines  large-capitalization  (large-cap)  funds as  those  holding  stocks  of
companies  whose  outstanding  shares have a market value exceeding $13 billion;
mid-cap funds as those holding  stocks of companies  with a market value between
$1.5 billion and $13 billion;  and small-cap  funds as those  typically  holding
stocks of  companies  with a market  value of less than $1.5  billion.  Vanguard
periodically reassesses these classifications.
--------------------------------------------------------------------------------

[FLAG] THE FUND IS SUBJECT TO STOCK MARKET RISK,  WHICH IS THE CHANCE THAT STOCK
     PRICES OVERALL WILL DECLINE OVER SHORT OR EVEN LONG PERIODS.  STOCK MARKETS
     TEND TO MOVE IN  CYCLES,  WITH  PERIODS  OF RISING  PRICES  AND  PERIODS OF
     FALLING PRICES.
       IN ADDITION, INVESTMENTS IN FOREIGN  STOCK MARKETS CAN BE AS RISKY AS, IF
     NOT MORE RISKY THAN, U.S. STOCK  INVESTMENTS.  THE PRICES OF  INTERNATIONAL
     STOCKS  AND  THE  PRICES  OF U.S.  STOCKS  HAVE  OFTEN  MOVED  IN  OPPOSITE
     DIRECTIONS.  THESE PERIODS HAVE, IN THE PAST, LASTED FOR AS LONG AS SEVERAL
     YEARS.

<PAGE>

6

--------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                      THE RISKS OF INTERNATIONAL INVESTING
Because  foreign  stock  markets  operate  differently  from  the  U.S.  market,
Americans  investing  abroad will encounter risks not typically  associated with
U.S.  companies.  For  instance,  foreign  companies are not subject to the same
accounting,  auditing,  and financial  reporting standards and practices as U.S.
companies;  and their  stock may not be as liquid as the stock of  similar  U.S.
companies.  In  addition,  foreign  stock  exchanges,   brokers,  and  companies
generally  have  less   government   supervision   and  regulation   than  their
counterparts in the United States. These factors, among others, could negatively
impact the returns Americans receive from a foreign investment.
--------------------------------------------------------------------------------

     To illustrate the volatility of international  stock prices,  the following
table shows the best, worst, and average total returns for foreign stock markets
over various periods as measured by the MSCI Europe, Australasia, Far East (MSCI
EAFE) Index, a widely used barometer of international  market  activity.  (Total
returns  consist of dividend  income plus change in market price.) Note that the
returns  shown do not include  the costs of buying and  selling  stocks or other
expenses that a real-world  investment  portfolio would incur.  Note, also, that
the gap between best and worst tends to narrow over the long term.

        -------------------------------------------------------------
                 INTERNATIONAL STOCK MARKET RETURNS (1969-1999)
         -------------------------------------------------------------
                          1 YEAR     5 YEARS   10 YEARS    20 YEARS
         -------------------------------------------------------------
         Best              69.9%      36.5%      22.8%       16.3%
         Worst            -23.2%       1.5%       5.9%       12.0%
         Average           15.2%      13.6%      14.5%       14.7%
        --------------------------------------------------------------

     The table  covers all of the 1-, 5-,  10-,  and 20-year  periods  from 1969
through 1999. Keep in mind that this was a particularly favorable period for all
stock markets.  These average returns reflect past  performance on international
stocks;  you should not regard  them as an  indication  of future  returns  from
either foreign markets as a whole or this Fund in particular.
     Note  that the  table  does not take  into  account  returns  for  emerging
markets,  which  can be  substantially  more  volatile  than the more  developed
markets  included in the MSCI EAFE Index.  To illustrate this  variability,  the
following table shows returns for different  international  markets--as  well as
the U.S.  market for  comparison--from  1990 through  1999, as measured by their
respective  indexes.  Note that the  returns  shown do not  include the costs of
buying  and  selling  stocks  or other  expenses  that a  real-world  investment
portfolio would incur.

<PAGE>


                                                                               7

--------------------------------------------------------------------------------
               STOCK MARKET RETURNS FOR DIFFERENT INTERNATIONAL MARKETS*
--------------------------------------------------------------------------------
                EUROPEAN           PACIFIC          EMERGING            U.S.
                MARKET             MARKET           MARKETS             MARKETS
--------------------------------------------------------------------------------
1990             -2.00%            -34.43%          -10.55%             -3.10%
1991             14.12              11.51            59.91              30.47
1992             -3.92             -18.51            11.40               7.62
1993             29.25              36.15            74.84              10.08
1994              2.82              12.82            -7.31               1.32
1995             22.08               2.89             0.01**            37.58
1996             21.42              -8.23            15.19              22.96
1997             23.75             -25.74           -16.37              33.36
1998             28.68               2.64           -18.39              28.58
1999             15.77              56.38            60.86              21.04
--------------------------------------------------------------------------------
 *European market returns are  measured by the MSCI Europe Index; Pacific market
  returns are measured by the MSCI Pacific Free Index; emerging markets  returns
  are  measured  by  the  Select  Emerging  Markets  Free Index; and U.S. market
  returns are measured by the Standard & Poor's 500 Index.
**The inception  date of the Select Emerging Markets Free Index was May 4, 1994;
  returns shown for 1990 to 1994 are measured by the MSCI Emerging  Markets Free
  Index.
--------------------------------------------------------------------------------

[FLAG] THE FUND IS SUBJECT TO CURRENCY RISK, WHICH IS THE CHANCE THAT A STRONGER
     U.S.  DOLLAR  WILL  REDUCE  RETURNS  FOR  AMERICANS   INVESTING   OVERSEAS.
     GENERALLY,  WHEN  THE  DOLLAR  RISES  IN VALUE  AGAINST  ANOTHER  COUNTRY'S
     CURRENCY,  YOUR  INVESTMENT  IN THAT  COUNTRY  LOSES  VALUE  BECAUSE  IT IS
     DENOMINATED  IN A CURRENCY THAT IS WORTH FEWER U.S.  DOLLARS.  ON THE OTHER
     HAND, A WEAKER U.S. DOLLAR  GENERALLY LEADS TO HIGHER RETURNS FOR AMERICANS
     HOLDING INVESTMENTS DENOMINATED IN FOREIGN CURRENCIES.

[FLAG] THE FUND IS SUBJECT TO COUNTRY RISK,  WHICH IS THE CHANCE THAT  POLITICAL
     EVENTS (A WAR, NATIONAL  ELECTIONS),  FINANCIAL PROBLEMS (RISING INFLATION,
     GOVERNMENT  DEFAULT),  OR NATURAL  DISASTERS (AN EARTHQUAKE,  A FLOOD) WILL
     WEAKEN A COUNTRY'S  ECONOMY AND CAUSE  INVESTMENTS  IN THAT COUNTRY TO LOSE
     MONEY.

<PAGE>

8

--------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                         VALUE FUNDS AND GROWTH FUNDS
Value  investing  and growth  investing  are two styles  employed  by stock fund
managers.  Value funds  generally  emphasize  stocks of companies from which the
market does not expect strong growth.  The prices of value stocks  typically are
below-average  in  comparison  to such factors as earnings  and book value,  and
these  stocks  typically  have  above-average   dividend  yields.  Growth  funds
generally focus on companies believed to have above-average potential for growth
in revenue and earnings.  Reflecting the market's high expectations for superior
growth, such stocks typically have low dividend yields and above-average  prices
in relation to such  measures as revenue,  earnings,  and book value.  Value and
growth stocks have, in the past, produced similar long-term returns, though each
category has periods when it outperforms the other. (Source: Historic returns of
the Russell  3000 Value Index and the Russell  3000 Growth  Index).  In general,
value funds are  appropriate for investors who want some dividend income and the
potential for capital gains, but are less tolerant of share-price  fluctuations.
Growth funds,  by contrast,  appeal to investors who will accept more volatility
in hopes of a greater  increase in share price.  Growth funds also may appeal to
investors with taxable accounts who want a higher  proportion of returns to come
as capital gains (which may be taxed at lower rates than dividend income).
--------------------------------------------------------------------------------

[FLAG] THE FUND IS SUBJECT TO  INVESTMENT  STYLE RISK,  WHICH IS THE CHANCE THAT
     RETURNS  FROM VALUE STOCKS WILL TRAIL  RETURNS FROM OTHER ASSET  CLASSES OR
     THE  OVERALL  STOCK  MARKET.  AS A GROUP,  VALUE  STOCKS TEND TO GO THROUGH
     PERIODS OF DOING  BETTER--OR  WORSE--THAN  COMMON STOCKS IN GENERAL.  THESE
     PERIODS HAVE, IN THE PAST, LASTED FOR AS LONG AS SEVERAL YEARS.

SECURITY SELECTION
Hansberger  Global  Investors,  Inc.  (HGI),  adviser  to the Fund,  employs  an
intensive fundamental approach to selecting stocks. HGI seeks to identify stocks
with a market  value  that is  believed  to be less than a  company's  intrinsic
value, based on its long-term potential.
     HGI's investment approach integrates  extensive research (both internal and
external),  proprietary  valuation screens,  and fundamental  analysis of stocks
with a long-term  investment  perspective.  This analysis involves  evaluating a
company's  prospects  by focusing on such factors as: the quality of a company's
management;   the  company's  competitive  position  within  its  industry;  the
financial  strength of the  company;  the quality  and growth  potential  of its
earnings;  and the outlook  for the  company's  future  based on these and other
similar  factors.  The  objective  of this  analysis is to identify  undervalued
securities  for the  Fund,  to hold  them  for the  long  term,  and to  achieve
long-term  capital  growth  as the  marketplace  realizes  the  value  of  these
securities  over time.  HGI will also  consider  other  factors in its analysis,
including country and political risks, and economic and market conditions.
     HGI seeks to broaden the scope,  and  increase  the  effectiveness,  of its
fundamental  analysis by  searching  for  undervalued  stocks in many  countries
around the world.  This global  search  provides  the adviser  with more diverse
opportunities  and  flexibility  to shift  portfolio  investments  not only from
company to company and industry to  industry,  but also from country to country,
in search of undervalued stocks.

<PAGE>

                                                                               9

     Under HGI's  management,  the Fund is expected to invest in 90-120  stocks,
across a broad  spectrum of market  capitalizations.  The Fund's  range of stock
holdings,  and diversity of capitalization ranges, may differ significantly from
the typical international equity fund.
     The Fund is generally managed without regard to tax ramifications.

[FLAG] THE FUND IS SUBJECT TO MANAGER RISK, WHICH IS THE CHANCE THAT THE ADVISER
     WILL DO A POOR JOB OF SELECTING STOCKS.

TURNOVER RATE
Although  the Fund  normally  seeks to  invest  for the long  term,  it may sell
securities  regardless of how long the securities have been held. The "Financial
Highlights"  section of this  prospectus  shows historic  turnover rates for the
Fund.  A  substantial  portion of Fund assets will be turned over in the current
fiscal  year as a result  of HGI's  restructuring  of the  Fund,  following  its
replacement of a prior adviser on August 1, 2000. In the long run,  however,  it
is expected that under normal  circumstances  the Fund's average annual turnover
rate will be less than 50%. (A turnover  rate of 100% would occur,  for example,
if the Fund sold and replaced securities valued at 100% of its net assets within
a one-year period.)

--------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                                 TURNOVER RATE
Before  investing in a mutual fund,  you should review its turnover  rate.  This
gives an  indication  of how  transaction  costs could affect the fund's  future
returns.  In general,  the greater the volume of buying and selling by the fund,
the greater the impact that brokerage  commissions and other  transaction  costs
will have on its return. Also, funds with high turnover rates may be more likely
to generate  capital gains that must be  distributed to  shareholders  as income
subject  to  taxes.  As of June 30,  2000,  the  average  turnover  rate for all
international stock funds was approximately 91%, according to Morningstar, Inc.
--------------------------------------------------------------------------------

OTHER INVESTMENT POLICIES AND RISKS
Besides  investing  in stocks of foreign  companies,  the Fund may make  certain
other kinds of investments to achieve its objective.
     The Fund may enter into  forward  foreign  currency  contracts,  which help
protect its holdings against unfavorable short-term changes in exchange rates. A
forward  foreign  currency  contract is an  agreement to buy or sell a country's
currency at a specific price on a specific  date,  usually 30, 60, or 90 days in
the future. In other words, the contract  guarantees an exchange rate on a given
date. Managers of international stock funds use these contracts to guard against
sudden,  unfavorable changes in U.S. dollar/foreign currency exchange rates. The
contracts  will not prevent the Fund's  securities  from falling in value during
foreign  market  downswings.  The adviser may  use these  contracts to eliminate
some of the  uncertainty of foreign  exchange  rates--but  will not speculate on
changes in the market.
     The Fund may also  invest,  to a limited  extent,  in futures  and  options
contracts,  which  are  traditional  types of  derivatives.  Losses  (or  gains)
involving  futures can  sometimes be  substantial--in  part because a relatively
small  price  movement  in a futures  contract  may result in an  immediate  and
substantial  loss (or gain)  for a fund.  This  Fund  will not use  futures  for
speculative  purposes  or as  leveraged  investments  that  magnify the gains or
losses of an  investment.  The Fund's  obligation to purchase  securities  under
futures contracts will not exceed 20% of its total assets.

<PAGE>

10

     The reasons for which the Fund will invest in futures and options are:
-    To keep cash on hand to meet  shareholder  redemptions or other needs while
     simulating full investment in stocks.
-    To reduce the Fund's  transaction costs or add value when these instruments
     are favorably priced.
     The Fund may also invest in preferred  stocks and convertible  bonds.  With
preferred stocks,  holders receive set dividends from the issuer; their claim on
the issuer's income and assets ranks before that common stockholders,  but after
that of bondholders.  Convertible  bonds are those that are convertible into, or
exchangeable for, common stocks.
     The Fund may temporarily  depart from its normal  investment  policies--for
instance,   by  investing   substantially  in  cash  reserves--in   response  to
extraordinary market, economic, political, or other conditions. In doing so, the
Fund may succeed in avoiding losses but otherwise fail to achieve its investment
objective.

--------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                                  DERIVATIVES
A derivative is a financial contract whose value is based on (or "derived" from)
a  traditional  security  (such  as a stock  or a  bond),  an  asset  (such as a
commodity  like  gold),  or a market  index  (such as the S&P 500  Index).  Some
futures and options have been trading on regulated  exchanges  for more than two
decades.  These  "traditional"  derivatives are standardized  contracts that can
easily be bought and sold,  and whose market values are determined and published
daily. It is these  characteristics that differentiate  futures and options from
the relatively new types of derivatives. If used for speculation or as leveraged
investments, derivatives can carry considerable risks.
--------------------------------------------------------------------------------

THE FUND AND VANGUARD

The Fund is a member  of The  Vanguard  Group  (R) , a  family  of more  than 35
investment  companies  with more than 100 funds  holding  assets worth more than
$580 billion.  All of the Vanguard funds share in the expenses  associated  with
business  operations,   such  as  personnel,   office  space,   equipment,   and
advertising.
     Vanguard  also  provides   marketing   services  to  the  funds.   Although
shareholders do not pay sales commissions or 12b-1  distribution fees, each fund
pays its allocated share of The Vanguard Group's marketing costs.

--------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                     VANGUARD'S UNIQUE CORPORATE STRUCTURE
The Vanguard Group is truly a MUTUAL mutual fund company. It is owned jointly by
the funds it oversees and thus  indirectly by the  shareholders  in those funds.
Most 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 own the
management  company's stock. By contrast,  Vanguard  provides its services on an
"at-cost"  basis,  and the funds' expense  ratios  reflect only these costs.  No
separate  management  company reaps profits or absorbs losses from operating the
funds.
--------------------------------------------------------------------------------

<PAGE>


                                                                              11
INVESTMENT ADVISER

Hansberger  Global  Investors,  Inc. (HGI),  515 East Las Olas Boulevard,  Suite
1300,  Fort  Lauderdale,  FL  33301,  founded  in  1994,  serves  as the  Fund's
investment  adviser.  As of June 30,  2000,  HGI  managed  nearly $3  billion in
assets. HGI manages the Fund subject to the control of the trustees and officers
of the Fund.
     The firm  began  advising  the Fund on August 1,  2000,  replacing  a prior
adviser, Phillips & Drew. For the year ended December 31, 1999, the advisory fee
paid to Phillips & Drew  represented  an  effective  annual rate of 0.15% of the
Fund's average net assets before a decrease of 0.04% based on performance.
     HGI's  advisory  fee is paid  quarterly,  and is  based on  certain  annual
percentage  rates  applied  to the  Fund's  average  month-end  assets  for each
quarter.
     In  addition,  starting  September  30,  2001,  HGI's  advisory  fee may be
increased or decreased,  based on the cumulative  investment  performance of the
Fund over a trailing  36-month  period as  compared  with the  cumulative  total
return of the MSCI-EAFE Index over the same period.  This index is a widely used
barometer of  international  market  activity.  Note that this  performance  fee
structure will not be in full operation  until October 1, 2003;  until then, the
fee will be phased in over a 36-month period,  using certain  transition  rules.
Please  consult the Fund's  Statement of Additional  Information  for a complete
explanation of how advisory fees are calculated.

     The Fund has  authorized  HGI to choose  brokers  or  dealers to handle the
purchase  and sale of  securities  for the Fund,  and to get the best  available
price and most  favorable  execution  from  these  brokers  with  respect to all
transactions.
     In the interest of obtaining better execution of a transaction,  HGI may at
times choose brokers that charge higher commissions. If more than one broker can
obtain the best available price and favorable  execution of a transaction,  then
HGI is  authorized  to  choose  a broker  who,  in  addition  to  executing  the
transaction,  will provide research  services to HGI or the Fund. Also, the Fund
may direct HGI to use a particular  broker for certain  transactions in exchange
for commission rebates or research services provided to the Fund.
     The Board of Trustees may, without prior approval from shareholders, change
the terms of an advisory agreement or hire a new investment adviser--either as a
replacement for an existing adviser or as an additional adviser. Any significant
change in the Fund's advisory  arrangements will be communicated to shareholders
in writing. In addition, as the Fund's sponsor and overall manager, The Vanguard
Group may provide investment advisory services to the Fund, on an at-cost basis,
at any time.

<PAGE>

12

--------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                              THE FUND'S ADVISER
The  individual  primarily  responsible  for overseeing  the  implementation  of
Hansberger Global Investors' (HGI) strategy for the Fund is:

AJIT DAYAL, Deputy Chief Investment Officer of HGI, and Fund Manager; has worked
in  investment  management  since  1987;  with  HGI  since  1998;  B.A.,  Bombay
University; M.B.A., University of North Carolina at Chapel Hill.

Assisting Mr. Dayal are:

THOMAS  HANSBERGER,  CFA, CIC,  Chief  Investment  Officer of HGI; has worked in
investment  management  since 1965;  founded HGI in 1994; B.S., Miami University
(Oxford, Ohio).

RONALD HOLT, Vice President-Research at HGI; has worked in investment management
since 1991; with HGI since 1997; B.A., Columbia University; M.B.A., Stern School
of Business at New York University.

AUREOLE L. W. FOONG,  Managing  Director-Asian  Research  at HGI;  has worked in
investment management since 1989; with HGI since 1997; B.S., M.B.A.,  University
of Southern California at Los Angeles.
--------------------------------------------------------------------------------

DIVIDENDS, CAPITAL GAINS, AND TAXES

The Fund  distributes to shareholders  virtually all of its net income (interest
and dividends,  less  expenses),  as well as any capital gains realized from the
sale of its holdings.  Distributions  generally occur in December.  In addition,
the Fund may occasionally be required to make  supplemental  dividend or capital
gains distributions at some other time during the year.
     Your  dividend  and  capital  gains  distributions  will be  reinvested  in
additional  Fund  shares  and  accumulate  on a  tax-deferred  basis  if you are
investing through an employer-sponsored retirement or savings plan. You will not
owe taxes on these  distributions until you begin withdrawals from the plan. You
should consult your plan administrator, your plan's Summary Plan Description, or
your tax adviser about the tax consequences of plan withdrawals.

--------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                                 DISTRIBUTIONS
As a  shareholder,  you are  entitled  to your share of the fund's  income  from
interest and dividends, and gains from the sale of investments. You receive such
earnings as either an income  dividend or a capital gains  distribution.  Income
dividends come from both the dividends that the fund earns from its holdings and
the  interest it receives  from its money market and bond  investments.  Capital
gains are realized  whenever the fund sells securities for higher prices than it
paid for them. These capital gains are either short-term or long-term, depending
on whether the fund held the  securities  for one year or less, or more than one
year.
--------------------------------------------------------------------------------

<PAGE>


                                                                              13

SHARE PRICE

The Fund's share price,  called its net asset value,  or NAV, is calculated each
business day after the close of regular  trading on the New York Stock  Exchange
(the NAV is not  calculated  on  holidays  or other  days when the  Exchange  is
closed).  Net asset  value per share is computed by adding up the total value of
the Fund's  investments  and other assets,  subtracting  any of its  liabilities
(debts), and then dividing by the number of Fund shares outstanding:

                                  TOTAL ASSETS - LIABILITIES
            NET ASSET VALUE =  --------------------------------
                                 NUMBER OF SHARES OUTSTANDING

     Knowing the daily net asset value is useful to you as a shareholder because
it indicates the current value of your investment.  The Fund's NAV multiplied by
the number of shares you own gives you the dollar amount you would have received
had you sold all of your  shares  back to the Fund  that  day.  Because  foreign
securities markets may operate on days which are not business days in the United
States,  the value of the Fund's  holdings may change on days when  shareholders
will not be able to purchase or redeem the Fund's shares.
     A NOTE ON PRICING:  The Fund's  investments  will be priced at their market
value when market  quotations are readily  available.  When these quotations are
not  readily  available,  investments  will  be  priced  at  their  fair  value,
calculated according to procedures adopted by the Fund's Board of Trustees.  The
Fund also may use fair value pricing if the value of a security held by the Fund
is  materially  affected  by events  occurring  after  the close of the  primary
markets or  exchanges  on which such  security is traded.  In these  situations,
prices used by the Fund to calculate  its net asset value may differ from quoted
or published prices for the securities.
     The Fund's  share price can be found  daily in the mutual fund  listings of
most major newspapers under the heading "Vanguard  Funds." Different  newspapers
use different abbreviations of the Fund's name, but the most common is INTLVAL.

FINANCIAL HIGHLIGHTS

The following financial  highlights table is intended to help you understand the
Fund's financial  performance for the past five years,  and certain  information
reflects  financial  results for a single Fund share.  The total  returns in the
table  represent the rate that an investor would have earned or lost each period
on an investment in the Fund (assuming  reinvestment of all dividend and capital
gains  distributions).  This  information  has been derived  from the  financial
statements audited by PricewaterhouseCoopers LLP, independent accountants, whose
report--along  with the Fund's financial  statements--is  included in the Fund's
most recent annual report to  shareholders.  You may have the annual report sent
to you without charge by contacting Vanguard.

<PAGE>

14

--------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                  HOW TO READ THE FINANCIAL HIGHLIGHTS TABLE

The Fund  began the six  monther  ended  June 30,  2000  with a net asset  value
(price) of $29.13 per share.  During the period, the Fund earned $0.32 per share
from investment  income  (interest and dividends).  There was a decline of $0.28
per share from  investments  that had depreciated in value or that were sold for
lower prices than the Fund paid for them.

Shareholders  received $0.22 per share in the form of dividend and capital gains
distributions.  A portion of each year's  distributions  may come from the prior
year's dividends or capital gains.

The  earnings  ($0.04  per  share)  minus the  distributions  ($0.22  per share)
resulted  in a share  price  of  $28.95  at the end of the  period.  This  was a
decrease  of $0.18 per share  (from  $29.13 at the  beginning  of the  period to
$28.95  at  the  end  of the  period).  For a  shareholder  who  reinvested  the
distributions in the purchase of more shares, the total return from the Fund was
0.20% for the period.

As of June 30, 2000,  the Fund had $982  million in net assets.  For the period,
its annualized expense ratio was 0.50% ($5.00 per $1,000 of net assets); and its
annualized net investment income amounted to 2.30% of its average net assets. It
sold and replaced securities valued at 38% of its net assets.
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
                                                                          VANGUARD INTERNATIONAL VALUE FUND
                                                                                         YEAR ENDED DECEMBER 31,
                                                SIX MONTHS ENDED   --------------------------------------------------------------
                                                  JUNE 30, 2000*         1999        1998         1997         1996         1995
---------------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>          <C>         <C>          <C>          <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                      $29.13       $25.09      $22.64       $27.54       $31.11       $31.48
---------------------------------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                                       .32          .69         .77         .690          .82         .750
 Net Realized and Unrealized Gain (Loss) on Investments     (.28)        4.74        3.64       (1.945)        2.20        2.185
                                                ---------------------------------------------------------------------------------
   Total from Investment Operations                          .04         5.43        4.41       (1.255)        3.02        2.935
                                                ---------------------------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income                       (.03)        (.66)      (1.06)       (.690)        (.82)       (.790)
 Distributions from Realized Capital Gains                  (.19)        (.73)       (.90)      (2.955)       (5.77)      (2.515)
                                                ---------------------------------------------------------------------------------
   Total Distributions                                      (.22)       (1.39)      (1.96)      (3.645)       (6.59)      (3.305)
---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                            $28.95       $29.13      $25.09       $22.64       $27.54       $31.11
---------------------------------------------------------------------------------------------------------------------------------

TOTAL RETURN                                               0.20%       21.81%      19.46%       -4.58%       10.22%        9.65%
=================================================================================================================================

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period (Millions)                       $982       $1,045        $806         $777         $917         $988
 Ratio of Total Expenses to Average Net Assets            0.50%+        0.59%       0.52%        0.49%        0.50%        0.47%
 Ratio of Net Investment Income to Average Net Assets     2.30%+        2.54%       2.77%        2.36%        2.50%        2.29%
 Turnover Rate                                              38%+          41%         39%          37%          82%          47%
=================================================================================================================================
</TABLE>
*Unaudited.
+Annualized.

<PAGE>


                                                                              15

INVESTING WITH VANGUARD

The Fund 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 the Fund as an
investment option.
-    If you have any questions about the Fund or Vanguard, including those about
     the Fund's investment objective,  strategies,  or risks, contact Vanguard's
     Participant Access Center, 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 the Fund'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.
     In all cases, your transaction will be based on the Fund's  next-determined
net asset value after  Vanguard  receives  your  request (or, in the case of new
contributions,  the next- determined net asset value after Vanguard receives the
order from your plan administrator).  As long as this request is received before
the close of regular  trading on the New York Stock  Exchange,  generally 4 p.m.
Eastern time, you will receive that day's net asset value.

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.  Although we
make every  effort to maintain  the exchange  privilege,  Vanguard  reserves the
right to revise or terminate this privilege,  limit the amount of an exchange or
reject any exchange,  at any time, without notice.  Because excessive  exchanges
can potentially  disrupt the management of the Fund and increase its transaction
costs,  Vanguard  limits  participant  exchange  activity  to no more  than FOUR
SUBSTANTIVE  "ROUND TRIPS"  THROUGH THE FUND (at least 90 days apart) during any
12-month  period.  A "round  trip" is a redemption  from the Fund  followed by a
purchase back into the Fund.  "Substantive"  means a dollar amount that Vanguard
determines, in its sole discretion, could adversely affect the management of the
Fund.
     Before  making an exchange to or from another fund  available in your plan,
consider the following:
-    Certain investment options,  particularly funds made up of company stock or
     investment contracts, may be subject to unique restrictions.
-    Make sure to read that fund's prospectus.  Contact  Vanguard's  Participant
     Access Center, toll-free, at 1-800-523-1188 for a copy.
-    Vanguard can accept exchanges only as permitted by your plan.  Contact your
     plan  administrator for details on the exchange policies that apply to your
     plan.

<PAGE>

16

ACCESSING FUND INFORMATION BY COMPUTER

--------------------------------------------------------------------------------
VANGUARD ON THE WORLD WIDE WEB 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
online  "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.
--------------------------------------------------------------------------------

<PAGE>

GLOSSARY OF INVESTMENT TERMS

CAPITAL GAINS DISTRIBUTION
Payment to mutual fund  shareholders of gains realized on securities that a fund
has sold at a profit, minus any realized losses.

CASH RESERVES
Cash deposits,  short-term  bank deposits,  and money market  instruments  which
include U.S.  Treasury bills,  bank  certificates  of deposit (CDs),  repurchase
agreements, commercial paper, and banker's acceptances.

COMMON STOCK
A security  representing  ownership  rights in a  corporation.  A stockholder is
entitled  to share in the  company's  profits,  some of which may be paid out as
dividends.

COUNTRY RISK
The chance that domestic events--such as political upheaval, financial troubles,
or a natural disaster--will weaken a country's economy.

CURRENCY RISK
The  chance  that a  foreign  investment  will  decrease  in  value  because  of
unfavorable currency exchange rates.

DIVIDEND INCOME
Payment to  shareholders  of income from  interest or  dividends  generated by a
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
distribution fees.

FUND DIVERSIFICATION
Holding a variety of securities so that a fund's return is not badly hurt by the
poor performance of a single security, industry, or country.

GROWTH STOCK FUND
A mutual fund that emphasizes stocks of companies believed to have above-average
prospects for growth.  Reflecting market expectations for superior growth, these
stocks typically have low dividend yields and  above-average  prices in relation
to such factors as revenue, earnings, and book value.

INTERNATIONAL STOCK FUND
A mutual fund that invests in the stocks of companies located outside the United
States.

INVESTMENT ADVISER
An  organization  that  makes  the  day-to-day   decisions  regarding  a  fund's
investments.

PRICE/EARNINGS (P/E) RATIO
The current share price of a stock,  divided by its per-share earnings (profits)
from the past year. A stock selling for $20, with earnings of $2 per share,  has
a price/earnings ratio of 10.

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.

PRINCIPAL
The amount of money you put into an investment.

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.

VALUE STOCK FUND
A mutual fund that  emphasizes  stocks of companies  whose growth  prospects are
generally   regarded  as  subpar  by  the  market.   Reflecting   these   market
expectations,  the  prices  of  value  stocks  typically  are  below average  in
comparison  with such  factors as  earnings  and book  value,  and these  stocks
typically have above-average dividend yields.

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
Income  (interest  or  dividends)  earned  by  an  investment,  expressed  as  a
percentage of the investment's price.

<PAGE>

[SHIP]
[THE VANGUARD GROUP]
Institutional Division
Post Office Box 2900
Valley Forge, PA 19482-2900

FOR MORE INFORMATION
If you'd like more information about
Vanguard International Value Fund,
the following documents are
available free upon request:

ANNUAL/SEMIANNUAL REPORTS
TO SHAREHOLDERS
Additional information about the
Fund's investments is available in
the Fund's annual and semiannual
reports to shareholders.

STATEMENT OF ADDITIONAL
INFORMATION (SAI)
The SAI provides more detailed
information about the Fund.

The current annual and semiannual
reports and the SAI are incorporated
by reference into (and are thus
legally a part of) this prospectus.

All market indexes  referenced in
this prospectus are the exclusive
property of their respective owners

To receive a free copy of the latest
annual or semiannual report or the
SAI, or to request additional
information about the Fund or other
Vanguard funds, please contact us
as follows:

THE VANGUARD GROUP
PARTICIPANT ACCESS CENTER
P.O. BOX 2900
VALLEY FORGE, PA 19482-2900

TELEPHONE:
1-800-523-1188

TEXT TELEPHONE:
1-800-523-8004

WORLD WIDE WEB:
WWW.VANGUARD.COM

TEXT TELEPHONE:
1-800-662-2738

INFORMATION PROVIDED BY THE
SECURITIES AND EXCHANGE
COMMISSION (SEC)
You can review and copy information
about the Fund (including the SAI) at
the SEC's Public Reference Room in
Washington, DC. To find out more
about this public service, call the
SEC at 1-202-942-8090. Reports and
other information about the Fund are
also available on the SEC's website
(www.sec.gov), or you can receive
copies of this information, for a fee,
by electronic request at the
following e-mail address:
[email protected], or by writing the
Public Reference Section, Securities
and Exchange Commission,
Washington, DC 20549-0102.

Fund's Investment Company Act
file number: 811-2968


(C) 2000 The Vanguard Group, Inc.
All rights reserved.
Vanguard Marketing Corporation,
Distributor.


I046N 092000

<PAGE>


                                     PART B


                         VANGUARD TRUSTEES' EQUITY FUND

                                  (THE TRUST)


                      STATEMENT OF ADDITIONAL INFORMATION


                               SEPTEMBER 15, 2000


This  Statement  is not a  prospectus  but  should be read in  conjunction  with
Vanguard  International  Value Fund's  Prospectus  dated  September 15, 2000. To
obtain,  without  charge,  the  Prospectus  or the most recent  Annual Report to
shareholders,  which  contains  Vanguard  International  Value Fund's  financial
statements  as  hereby  incorporated  by  reference,  please  call the  Investor
Information Department:


                                 1-800-662-7447

                               TABLE OF CONTENTS

                                                                PAGE
DESCRIPTION OF THE TRUST ........................................B-1
INVESTMENT POLICIES..............................................B-3
SHARE PRICE......................................................B-10
PURCHASE OF SHARES...............................................B-11
REDEMPTION OF SHARES.............................................B-11
YIELD AND TOTAL RETURN...........................................B-12
FUNDAMENTAL INVESTMENT LIMITATIONS...............................B-13
MANAGEMENT OF THE FUND...........................................B-14
INVESTMENT ADVISORY SERVICES.....................................B-17
PORTFOLIO TRANSACTIONS...........................................B-20
COMPARATIVE INDEXES..............................................B-20
FINANCIAL STATEMENTS.............................................B-22


                            DESCRIPTION OF THE TRUST

ORGANIZATION

The Trust was  organized as a Maryland  corporation  in 1979,  reorganized  as a
Pennsylvania  business trust in 1984,  then  reorganized as a Delaware  business
trust in August, 1998. Prior to its reorganization as a Delaware business trust,
the Trust was known as  Vanguard/Trustees'  Equity Fund. The Trust is registered
with the United States Securities and Exchange Commission (the Commission) under
the  Investment  Company Act of 1940,  as amended (the 1940 Act) as an open-end,
diversified  management  investment  company.  It currently  offers one fund and
class of shares, as follows:

          VANGUARD INTERNATIONAL VALUE FUND (THE FUND)-INVESTOR SHARES

     The Trust has the ability to offer  additional  funds or classes of shares.
There is no limit on the number of full and fractional shares that the Trust may
issue for a single fund or class of shares.


SERVICE PROVIDERS

     CUSTODIAN.  Brown  Brothers  Harriman  &  Co.,  40  Water  Street,  Boston,
Massachusetts  02109-3661  serves as the Trust's  custodian.  The  custodian  is
responsible  for  maintaining  the  custody of the Trust's  assets,  keeping all
necessary  accounts  and  records of Trust  assets and  appointing  any  foreign
sub-custodians or foreign securities depositories.

     INDEPENDENT ACCOUNTANTS.  PricewaterhouseCoopers  LLP, Two Commerce Square,
Suite 1700, 2001 Market Street, Philadelphia, Pennsylvania 19103-7042, serves as
the Trust's independent

                                      B-1
<PAGE>

accountants.  The  accountants  audit  financial  statements  for the  Trust and
provide other related services.

     TRANSFER  AND  DIVIDEND-PAYING   AGENT.  The  Trust's  transfer  agent  and
dividend-paying  agent is The Vanguard  Group,  Inc.,  100  Vanguard  Boulevard,
Malvern, Pennsylvania 19355.

CHARACTERISTICS OF THE TRUST'S SHARES

     RESTRICTIONS  ON HOLDING OR DISPOSING OF SHARES.  There are no restrictions
on the right of shareholders  to retain or dispose of the Trust's shares,  other
than the possible future  termination of the Trust.  The Trust may be terminated
by reorganization into another mutual fund or by liquidation and distribution of
the assets of the Trust. Unless terminated by reorganization or liquidation, the
Trust will continue indefinitely.

     SHAREHOLDER  LIABILITY.  The Trust is organized  under  Delaware law, which
provides  that  shareholders  of a  business  trust  are  entitled  to the  same
limitations of personal  liability as  shareholders  of a corporation  organized
under Delaware law. Effectively, this means that a shareholder of the Trust will
not be  personally  liable for payment of the Trust's  debts except by reason of
his or her own  conduct  or acts.  In  addition,  a  shareholder  could  incur a
financial loss on account of a Trust  obligation only if the Trust itself had no
remaining  assets  with  which to meet  such  obligation.  We  believe  that the
possibility of such a situation arising is extremely remote.

     DIVIDEND RIGHTS.  The shareholders of any fund of the Trust are entitled to
receive any dividends or other  distributions  declared for such fund. No shares
have priority or preference  over any other shares of the same fund with respect
to distributions. Distributions will be made from the assets of a fund, and will
be paid  ratably to all  shareholders  of the fund (or class)  according  to the
number of shares of such fund (or  class)  held by  shareholders  on the  record
date. The amount of income  dividends per share may vary between  separate share
classes of the same fund based upon  differences  in the way that  expenses  are
allocated between share classes pursuant to a multiple class plan.

     VOTING  RIGHTS.  Shareholders  are  entitled  to vote on a matter if: (i) a
shareholder  vote is required  under the 1940 Act;  (ii) the matter  concerns an
amendment to the Declaration of Trust that would adversely  affect to a material
degree the rights and  preferences  of the shares of any class or fund; or (iii)
the Trustees determine that it is necessary or desirable to obtain a shareholder
vote.  The 1940 Act requires a  shareholder  vote under  various  circumstances,
including to elect or remove  Trustees upon the written  request of shareholders
representing  10%  or  more  of the  Trust's  net  assets,  and  to  change  any
fundamental  policy of a fund.  Shareholders  of the Trust  receive one vote for
each dollar of net asset value owned on the record date,  and a fractional  vote
for each fractional dollar of net asset value owned on the record date. However,
only the shares of the fund affected by a particular matter are entitled to vote
on that matter.  Voting rights are non-cumulative and cannot be modified without
a majority vote.

     LIQUIDATION  RIGHTS.  In the  event of  liquidation,  shareholders  will be
entitled to receive a pro rata share of the Trust's net assets.

     PREEMPTIVE  RIGHTS.  There are no  preemptive  rights  associated  with the
Trust's shares.

     CONVERSION  RIGHTS.  There are no  conversion  rights  associated  with the
Trust's shares.

     REDEMPTION  PROVISIONS.  The Trust's redemption provisions are described in
its  current   prospectus   and  elsewhere  in  this   Statement  of  Additional
Information.

     SINKING FUND PROVISIONS. The Trust has no sinking fund provisions.

     CALLS OR ASSESSMENT.  The Trust's shares,  when issued,  are fully paid and
non-assessable.

TAX STATUS OF THE FUND

The Fund  intends to continue  to qualify as a  "regulated  investment  company"
under  Subchapter M of the Internal  Revenue Code. This special tax status means
that the Fund will not be liable for  federal  tax on income and  capital  gains
distributed to shareholders.  In order to preserve its tax status, the Fund must
comply with certain requirements.  If it fails to meet these requirements in any
taxable  year,  it will be subject  to tax on its  taxable  income at  corporate
rates,  and  all  distributions   from  earnings  and  profits,   including  any
distributions of net tax-exempt  income and net long-term capital gains, will be
taxable to  shareholders  as ordinary  income.  In  addition,  the Fund could be

                                      B-2
<PAGE>

required to recognize unrealized gains, pay substantial taxes and interest,  and
make  substantial  distributions  before regaining its tax status as a regulated
investment company.

                              INVESTMENT POLICIES

The following  policies  supplement  the  investment  objective and policies set
forth in the Fund's Prospectus:

FOREIGN INVESTMENTS

Under normal  circumstances,  at least 65% of the Fund's assets will be invested
in  foreign  stocks of at least  three  different  countries.  Investors  should
recognize  that  investing  in  foreign   companies   involves  certain  special
considerations  which  are  not  typically  associated  with  investing  in U.S.
companies.

     CURRENCY RISK.  Securities of foreign companies are frequently  denominated
in  foreign  currencies,  and since  the Fund may  temporarily  hold  uninvested
reserves in bank deposits in foreign currencies.  Accordingly,  the Fund will be
affected  by changes  in  currency  rates and in  exchange  control  regulations
(favorably or  unfavorably),  and may incur costs in connection with conversions
between  various  currencies.  Exchange  rates  between the U.S.  dollar and the
currencies of emerging markets countries may be particularly  volatile. The Fund
may enter into forward foreign currency exchange contracts in order to hedge its
holdings and commitments  against changes in the level of future currency rates.
Such contracts  involve an obligation to purchase or sell a specific currency at
a future date at a price set at the time of the contract.

     INFORMATION.  Publicly  available  information  about  foreign  issuers and
economies may be limited.  Foreign issuers are not generally  subject to uniform
accounting,   auditing  and   financial  and  other   reporting   standards  and
requirements  comparable  to those  applicable  to U.S.  companies.  Statistical
information  about the economy in an emerging market country may be unavailable,
or if available  may be unreliable  or not directly  comparable  to  information
regarding the economy of the U.S. or other more developed countries.

     REGULATION.  There may be less  government  supervision  and  regulation of
foreign securities exchanges, brokers and listed companies than in the U.S.

     LIQUIDITY  AND   CONCENTRATION.   Many  foreign   securities   market  have
substantially  less volume than U.S. national  securities  exchanges.  Available
investments in emerging  countries may be highly  concentrated in a small number
of issuers,  or the issuers may be unseasoned and/or have significantly  smaller
market   capitalization   than  in  the  U.S.  or  more   developed   countries.
Consequently, securities of foreign issuers may be less liquid and more volatile
than those of comparable domestic issuers.

     BROKERAGE.  Brokerage  commissions and other  transaction  costs on foreign
securities exchanges are generally higher than in the U.S.

     TAXES.  Dividends  and interest  paid by foreign  issuers may be subject to
withholding  and other  foreign  taxes,  which may  decrease  the net  return on
foreign  investments  as compared to dividends  and interest paid to the Fund by
U.S.  companies.  It is expected  that the Funds'  shareholders  will be able to
claim a credit for U.S. purposes for any such foreign taxes,  although there can
be no assurance that they will be able to do so.

     POLITICAL/ECONOMY. Political and economic developments may present risks. A
foreign  jurisdiction might impose or change withholding taxes on income payable
in   connection   with   foreign   securities.   There  are  risks  of  seizure,
nationalization  or expropriation of a foreign issuer or foreign  deposits,  and
adoption of foreign  governmental  restrictions such as exchange controls.  Many
emerging  or  developing  countries  have less  stable  political  and  economic
environments than some more developed countries,  and may face external stresses
(including  war) as well as internal ones  (including  hyperinflation,  currency
depreciation, limited resource self-sufficiency,  and balance of payments issues
and associated social unrest).  It may be more difficult to obtain a judgment in
a court outside the U.S.

     REPATRIATION  RESTRICTIONS.  Foreign  governments  may  delay  or  restrict
repatriation of a Fund's investment income or other assets.  If, for any reason,
a Fund were unable,  through  borrowing or  otherwise,  to  distribute an amount
equal to substantially all of its investment  company taxable income (as defined
for U.S. tax purposes)  within  required  time periods,  the Fund would cease to

                                      B-3
<PAGE>

qualify for the favorable tax treatment afforded regulated  investment companies
under the U.S.  Internal  Revenue Code of 1986, as amended (the Internal Revenue
Code).

     FEDERAL TAX  TREATMENT OF NON-U.S.  TRANSACTIONS.  Special rules govern the
federal income tax treatment of certain  transactions  denominated in terms of a
currency  other than the U.S.  dollar or determined by reference to the value of
one or more  currencies  other than the U.S.  dollar.  The types of transactions
covered by the special rules include the following:  (i) the  acquisition of, or
becoming the obligor under, a bond or other debt instrument  (including,  to the
extent provided in Treasury regulations,  preferred stock); (ii) the accruing of
certain  trade  receivables  and  payables;  and  (iii)  the  entering  into  or
acquisition  of any  forward  contract,  futures  contract,  option and  similar
financial instrument if such instrument is not marked to market. The disposition
of a currency other than the U.S. dollar by a U.S. taxpayer is also treated as a
transaction   subject  to  the  special   currency   rules.   However,   foreign
currency-related regulated futures contracts and nonequity options are generally
not  subject to the  special  currency  rules if they are or would be treated as
sold for their fair market value at year-end under the  marking-to-market  rules
applicable  to other futures  contracts  unless an election is made to have such
currency rules apply. With respect to transactions covered by the special rules,
foreign currency gain or loss is calculated  separately from any gain or loss on
the underlying  transaction and is normally  taxable as ordinary gain or loss. A
taxpayer  may elect to treat as capital gain or loss  foreign  currency  gain or
loss arising from certain identified  forward  contracts,  futures contracts and
options  that are capital  assets in the hands of the taxpayer and which are not
part of a straddle.  The  Treasury  Department  issued  regulations  under which
certain  transactions  subject to the special  currency rules that are part of a
"section 988 hedging  transaction"  (as defined in the Internal Revenue Code and
the Treasury regulations) will be integrated and treated as a single transaction
or otherwise treated consistently for purposes of the Internal Revenue Code. Any
gain or loss  attributable  to the foreign  currency  component of a transaction
engaged in by the Fund which is not subject to the special  currency rules (such
as foreign  equity  investments  other than  certain  preferred  stocks) will be
treated as capital gain or loss and will not be segregated from the gain or loss
on the  underlying  transaction.  It is  anticipated  that some of the  non-U.S.
dollar-denominated   investments  and  foreign   currency   contracts   Vanguard
International  Value Fund may make or enter into will be subject to the  special
currency rules described above.

     FOREIGN TAX CREDIT. Foreign governments may withhold taxes on dividends and
interest paid with respect to foreign  securities.  Foreign governments may also
impose taxes on other payments or gains with respect to foreign securities.  If,
at the close of its fiscal  year,  more than 50% of the Fund's  total assets are
invested in  securities of foreign  issuers,  the Fund may elect to pass through
foreign  taxes paid,  and  thereby  allow  shareholders  to take a tax credit or
deduction on their tax returns.  If  shareholders  meet certain  holding  period
requirements  with  respect  to Fund  shares,  an  offsetting  tax credit may be
available. If shareholders do not meet the holding period requirements, they may
still be entitled to a deduction for certain  foreign  taxes.  In either case, a
shareholder's  tax statement will show more taxable income or capital gains than
were  actually  distributed  by the Fund,  but will also show the  amount of the
available offsetting credit or deduction.

     A  shareholder  that is a  nonresident  alien for U.S.  tax purposes may be
subject to adverse U.S. tax consequences.  For example, dividends and short-term
capital  gains  paid by the Fund  will  generally  be  subject  to U.S.  federal
withholding tax at a rate of 30% (or lower treaty rate if  applicable).  Foreign
investors  are  urged to  consult  their tax  advisers  regarding  the U.S.  tax
treatment of ownership of shares in the Fund.

     FOREIGN CURRENCY TRANSACTIONS. Although the Fund values its assets daily in
U.S.  dollars,  the Fund is not  required  to convert  its  holdings  of foreign
currencies  to U.S.  dollars on a daily  basis.  The Fund's  foreign  currencies
generally will be held as "foreign  currency call accounts" at foreign  branches
of foreign or domestic banks.  These accounts bear interest at negotiated  rates
and  are  payable  upon  relatively  short  demand  periods.  If a  bank  became
insolvent, the Fund could suffer a loss of some or all of the amounts deposited.
The Fund  may  convert  foreign  currency  to U.S.  dollars  from  time to time.
Although foreign exchange dealers generally do not charge a stated commission or
fee for conversion, the prices posted generally include a "spread," which is the
difference  between  the prices at which the  dealers  are  buying  and  selling
foreign currencies.

     FOREIGN INVESTMENT  COMPANIES.  Some of the countries in which the Fund may
invest may not permit, or may place economic  restrictions on, direct investment
by  outside  investors.  Investments  in such  countries  may only be  permitted
through foreign government- approved or- authorized  investment vehicles,  which
may include other investment  companies.  The Fund may also invest in registered
or  unregistered   closed-end   investment  companies  that  invest  in  foreign

                                      B-4
<PAGE>

securities. Investing through such vehicles may involve frequent or layered fees
or expenses and may also be subject to limitation  under the 1940 Act. Under the
1940 Act,  generally  the Fund may  invest up to 10% of its  assets in shares of
investment companies and up to 5% of its assets in any one investment company as
long as the  investment  does not represent  more than 3% of the voting stock of
the acquired investment  company.  If the Fund invests in investment  companies,
shareholders will bear not only their proportionate share of the Fund's expenses
(including  operating  expenses  and  the  fees  of  the  Adviser),   but  also,
indirectly, the similar expenses of the underlying investment companies.

FUTURES CONTRACTS AND OPTIONS

The Fund may enter into stock  futures  contracts,  options,  options on futures
contracts  and  foreign  currency  futures  contracts  for several  reasons:  to
maintain cash reserves while remaining fully invested, to facilitate trading, to
reduce  transaction  costs, or to seek higher investment  returns when a futures
contract is priced more  attractively  than the  underlying  equity  security or
index.  Futures  contracts provide for the future sale by one party and purchase
by another  party of a  specified  amount of a specific  security at a specified
future time and at a specified price.  Futures  contracts which are standardized
as to maturity date and underlying  financial  instrument are traded on national
futures  exchanges.  Futures  exchanges  and  trading  are  regulated  under the
Commodity  Exchange Act by the Commodity  Futures Trading  Commission  (CFTC), a
U.S. government agency. Assets committed to futures contracts will be segregated
to the extent required by law.

     Although  futures  contracts  by their  terms call for actual  delivery  or
acceptance of the underlying securities,  in most cases the contracts are closed
out before the settlement date without the making or taking of delivery. Closing
out an open futures position is done by taking an opposite position  ("buying" a
contract  which has  previously  been  "sold,"  "selling" a contract  previously
purchased)  in an  identical  contract  to  terminate  the  position.  Brokerage
commissions are incurred when a futures contract is bought or sold.

     Futures traders are required to make a good faith margin deposit in cash or
government  securities  with a broker or custodian to initiate and maintain open
positions  in  futures  contracts.  A  margin  deposit  is  intended  to  assure
completion of the contract  (delivery or acceptance of the underlying  security)
if it is not terminated  prior to the specified  delivery date.  Minimal initial
margin  requirements are established by the futures exchange and may be changed.
Brokers may establish  deposit  requirements  which are higher than the exchange
minimums.  Futures  contracts  are  customarily  purchased  and  sold on  margin
deposits  that may range  upward from less than 5% of the value of the  contract
being traded.

     After a futures contract  position is opened,  the value of the contract is
marked to market daily. If the futures contract price changes to the extent that
the  margin  on  deposit  does  not  satisfy  margin  requirements,  payment  of
additional  "variation"  margin  will be  required.  Conversely,  change  in the
contract  value may reduce the  required  margin,  resulting  in a repayment  of
excess margin to the contract holder.  Variation margin payments are made to and
from the  futures  broker for as long as the  contract  remains  open.  The Fund
expects to earn interest income on their margin deposits.

     Traders in futures contracts may be broadly  classified as either "hedgers"
or   "speculators."   Hedgers  use  the  futures  markets  primarily  to  offset
unfavorable  changes in the value of securities  otherwise  held for  investment
purposes or expected to be acquired by them.  Speculators  are less  inclined to
own the securities  underlying the futures  contracts which they trade,  and use
futures contracts with the expectation of realizing profits from fluctuations in
the market value of the underlying securities. The Fund will not use futures and
options  for  speculative  purposes.  The Fund will use  futures  and options to
simulate full investment in underlying securities while retaining a cash balance
for fund management purposes.

     Regulations  of the CFTC  applicable  to the Fund  require  that all of its
futures  transactions  constitute bona fide hedging  transactions  except to the
extent that the aggregate initial margins and premiums required to establish any
non-hedging  positions  do not  exceed  five  percent of the value of the Fund's
portfolio.  The Fund will only sell futures  contracts to protect  securities it
owns against price declines or purchase contracts to protect against an increase
in the price of securities  it intends to purchase.  As evidence of this hedging
interest,  each Fund  expects  that  approximately  75% of its futures  contract
purchases will be "completed"; that is, equivalent amounts of related securities
will have been  purchased  or are being  purchased by the Fund upon sale of open
futures contracts.

                                      B-5
<PAGE>

     Although  techniques other than the sale and purchase of futures  contracts
could be used to control the exposure of Fund income to market fluctuations, the
use of futures contracts may be a more effective means of hedging this exposure.
While the Fund will incur  commission  expenses in both  opening and closing out
futures positions,  these costs are lower than transaction costs incurred in the
purchase and sale of U.S. Government securities.

     RESTRICTIONS ON THE USE OF FUTURES CONTRACTS.  The Fund will not enter into
futures contract transactions to the extent that,  immediately  thereafter,  the
sum of its initial margin  deposits on open  contracts  exceeds 5% of the market
value of the Fund's  total  assets.  In  addition,  the Fund will not enter into
futures  contracts to the extent that its  outstanding  obligations  to purchase
securities under these contracts would exceed 20% of the Fund's total assets.

     RISK FACTORS IN FUTURES TRANSACTIONS. Positions in futures contracts may be
closed  out only on an  exchange  which  provides  a  secondary  market for such
futures.  However, there can be no assurance that a liquid secondary market will
exist for any particular futures contract at any specific time. Thus, it may not
be  possible  to  close a  futures  position.  In the  event  of  adverse  price
movements, the Fund would continue to be required to make daily cash payments to
maintain its required margin.  In such situations,  if the Fund has insufficient
cash, it may have to sell portfolio securities to meet daily margin requirements
at a time when it may be disadvantageous to do so. In addition,  the Fund may be
required to make delivery of the  instruments  underlying  interest rate futures
contracts it holds.  The inability to close options and futures  positions  also
could have an adverse impact on the ability to effectively  hedge its portfolio.
The Fund  will  minimize  the risk that it will be unable to close out a futures
contract by only  entering into futures  contracts  which are traded on national
futures exchanges and for which there appears to be a liquid secondary market.

     The risk of loss in trading  futures  contracts in some  strategies  can be
substantial,  due both to the low margin  deposits  required,  and the extremely
high degree of leverage  involved in futures pricing.  As a result, a relatively
small  price  movement  in a  futures  contract  may  result  in  immediate  and
substantial loss (as well as gain) to the investor.  For example, if at the time
of purchase,  10% of the value of the futures contract is deposited as margin, a
subsequent  10% decrease in the value of the futures  contract would result in a
total  loss of the margin  deposit,  before any  deduction  for the  transaction
costs,  if the account  were then closed out. A 15%  decrease  would result in a
loss equal to 150% of the original  margin  deposit if the contract  were closed
out.  Thus,  a purchase  or sale of a futures  contract  may result in losses in
excess of the amount  invested  in the  contract.  However,  because the futures
strategies of the Fund are engaged in only for hedging purposes,  the investment
adviser  does  not  believe  that  the  Fund is  subject  to the  risks  of loss
frequently associated with futures transactions.  The Fund would presumably have
sustained comparable losses if, instead of the futures contract, it had invested
in the underlying security and sold it after the decline.

     Utilization  of futures  transactions  by the Fund does involve the risk of
imperfect or no correlation where the securities or currency  underlying futures
contracts have different  maturities than the portfolio securities being hedged.
It is also possible that the Fund could both lose money on futures contracts and
also  experience a decline in value of its portfolio  securities.  There is also
the risk of loss by a fund of margin  deposits in the event of  bankruptcy  of a
broker with whom the fund has an open position in a futures  contract or related
option.  Additionally,  investments in futures contracts and options involve the
risk that the investment adviser will incorrectly predict stock market, interest
rate trends, or currency exchange rates.

     Most futures exchanges limit the amount of fluctuation permitted in futures
contract  prices during a single  trading day. The daily limit  establishes  the
maximum  amount that the price of a futures  contract may vary either up or down
from the previous day's settlement  price at the end of a trading session.  Once
the daily limit has been reached in a particular type of contract, no trades may
be made on that day at a price beyond that limit.  The daily limit  governs only
price  movement  during a particular  trading day and  therefore  does not limit
potential  losses,  because the limit may prevent the liquidation of unfavorable
positions.  Futures contract prices have  occasionally  moved to the daily limit
for  several  consecutive  trading  days  with  little  or no  trading,  thereby
preventing  prompt  liquidation of futures positions and subjection some futures
traders to substantial losses.

     FEDERAL  TAX  TREATMENT  OF FUTURES  CONTRACTS.  The Fund is  required  for
Federal income tax purposes to recognize as income for each taxable year its net
unrealized  gains and losses on futures  contracts  as of the end of the year as
well as those actually realized during the year. In most cases, any gain or loss
recognized with respect to a futures  contract is considered to be 60% long-term
capital gain or loss and 40% short-term  capital gain or loss, without regard to
the holding  period of

                                      B-6
<PAGE>

the  contract.  Furthermore,  sales of futures  contracts  which are intended to
hedge  against a change in the value of  securities  held by the Fund may affect
the holding period of such securities and, consequently,  the nature of the gain
or loss on such securities upon disposition. A fund may be required to defer the
recognition  of losses on futures  contracts  to the extent of any  unrecognized
gains on related positions held by the Fund.

     In order  for the Fund to  continue  to  qualify  for  federal  income  tax
treatment as a regulated  investment  company,  at least 90% of its gross income
for a taxable  year must be derived from  qualifying  income;  i.e.,  dividends,
interest,  income  derived  from  loans of  securities,  gains  from the sale of
securities  or foreign  currencies  or other income  derived with respect to the
Fund's business of investing in securities.  It is anticipated that any net gain
realized from the closing out of futures contracts will be considered qualifying
income for purposes of the 90% requirement.

     The Fund will  distribute  to  shareholders  annually any net capital gains
which have been recognized for Federal income tax purposes (including unrealized
gains at the end of the  Fund's  fiscal  year)  on  futures  transactions.  Such
distributions  will be combined with  distributions of capital gains realized on
the Fund's other  investments and shareholders  will be advised on the nature of
the distributions.

REPURCHASE AGREEMENTS

The Fund 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 Fund  acquires a  fixed-income  security  (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 Fund and is unrelated to the interest
rate  on the  underlying  instrument.  In  these  transactions,  the  securities
acquired by the Fund  (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 Trustees will
monitor  the  Fund'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 Fund.

     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
Fund 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  bankruptcy  or other  laws,  a court may  determine  that the  underlying
security is collateral for a loan by the fund not within the control of the fund
and therefore the realization by a fund on such collateral may be  automatically
stayed.  Finally,  it is possible that the Fund 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 the adviser acknowledges these risks,
it  is  expected  that  they  will  be  controlled  through  careful  monitoring
procedures.

ILLIQUID SECURITIES

The Fund may invest up to 15% of its net assets in 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 the Fund's books.

     The Fund may invest in restricted,  privately placed securities that, under
securities  laws, may be sold only to qualified  institutional  buyers.  Because
these securities can be resold only to qualified  institutional  buyers or after
they have been held a certain  length of time,  they may be considered  illiquid
securities--meaning that they could be difficult for the Fund to convert to cash
if needed.

     If a  substantial  market  develops for a restricted  security  held by the
Fund, it will be treated as a liquid security, in accordance with procedures and
guidelines  approved by the Fund's Board of Trustees.  This  generally  includes
securities  that are  unregistered  that can be sold to qualified  institutional
buyers in accordance with Rule 144A under the Securities Act of 1933, as amended
(the 1933 Act). While the Fund's investment  adviser determines the liquidity of
restricted  securities on a daily basis, the Board oversees and retains ultimate
responsibility  for the  adviser's  decisions.  Several  factors  that the Board
considers in monitoring these decisions include the valuation of a

                                      B-7
<PAGE>

security,   the  availability  of  qualified   institutional   buyers,  and  the
availability of information about the security's issuer.

LENDING OF SECURITIES

The Fund may lend its investment  securities on a short-term or long-term  basis
to qualified institutional investors (typically brokers, dealers, banks or other
financial  institutions)  who need to  borrow  securities  in order to  complete
certain transactions, such as covering short sales, avoiding failures to deliver
securities  or  completing  arbitrage  operations.   By  lending  its  portfolio
securities,  the Fund attempts to increase its net investment income through the
receipt of  interest  on the loan.  Any gain or loss in the market  price of the
securities  loaned that might occur during the term of the loan would be for the
account of the Fund. The terms, the structure,  and the aggregate amount of such
loans must be  consistent  with the 1940 Act, and the rules and  regulations  or
interpretations of the Commission thereunder.  These provisions limit the amount
of  securities  the Fund may lend to 33 1/3% of the  Fund's  total  assets,  and
require  that:  (a) the borrower  pledge and maintain  with the Fund  collateral
consisting  of cash, an  irrevocable  letter of credit issued by a domestic U.S.
bank, or securities  issued or guaranteed by the U.S.  Government having a value
at all times not less than 100% of the value of the securities  loaned,  (b) the
borrower  add to such  collateral  whenever the price of the  securities  loaned
rises (i.e., the borrower "marks to the market" on a daily basis),  (c) the loan
be made subject to termination by the Fund at any time, and (d) the Fund receive
reasonable interest on the loan (which may include the Fund's investing any cash
collateral in interest bearing short-term investments),  any distribution on the
loaned securities and any increase in their market value. Loan arrangements made
by the Fund will  comply  with all  other  applicable  regulatory  requirements,
including  the  rules of the New York  Stock  Exchange,  which  rules  presently
require the borrower,  after  notice,  to redeliver  the  securities  within the
normal   settlement  time  of  three  business  days.  All  relevant  facts  and
circumstances,   including  the  creditworthiness  of  the  broker,   dealer  or
institution,  will be considered in making decisions with respect to the lending
of securities, subject to review by the Fund's Board of Trustees.

     At the  present  time,  the staff of the  Commission  does not object if an
investment  company pays  reasonable  negotiated  fees in connection with loaned
securities,  so long as such  fees  are set  forth  in a  written  contract  and
approved by the investment company's Trustees.  In addition,  voting rights pass
with the loaned  securities,  but if a material  event will occur  affecting  an
investment on loan, the loan must be called and the securities voted.

VANGUARD INTERFUND LENDING PROGRAM

The Commission has issued an exemptive order permitting the Fund and other funds
to participate in Vanguard's interfund lending program.  This program allows the
Vanguard  funds to borrow money from and loan money to each other for  temporary
or  emergency  purposes.  The  program  is  subject  to a number of  conditions,
including  the  requirement  that no fund may borrow or lend money  through  the
program unless it receives a more favorable interest rate than is available from
a typical bank for a comparable transaction. In addition, a fund may participate
in the program only if and to the extent that such  participation  is consistent
with the fund's investment objective and other investment policies. The Board of
Trustees of the Vanguard funds are  responsible  for ensuring that the interfund
lending program  operates in compliance with all conditions of the  Commission's
exemptive order.

TEMPORARY INVESTMENTS

The Fund may take temporary  defensive  measures that are inconsistent  with the
Fund's normal fundamental or non-fundamental  investment policies and strategies
in response to adverse market,  economic,  political, or other conditions.  Such
measures could include investments in: (a) highly liquid short-term fixed income
securities issued by or on behalf of municipal or corporate issuers, obligations
of the U.S. Government and its agencies, commercial paper, and bank certificates
of  deposit;  (b) shares of other  investment  companies  which have  investment
objectives  consistent  with  those  of  the  Fund;  (c)  repurchase  agreements
involving any such securities;  and (d) other money market  instruments or cash.
There is no limit on the extent to which the Fund may take  temporary  defensive
measures.  In taking such measures,  the Fund may fail to achieve its investment
objective.

                                      B-8
<PAGE>

DEPOSITARY RECEIPTS

     The Fund may invest in sponsored  or  unsponsored  depositary  receipts and
other  similar  instruments,  including  American  Depositary  Receipts  (ADRs),
European   Depositary   Receipts  (EDRs),   Global  Depositary  Receipts  (GDRs)
(collectively, Depositary Receipts). Depositary Receipts are typically issued by
a financial  institution  (depository)  and  evidence  ownership  interests in a
security  or a  pool  of  securities  (underlying  securities)  that  have  been
deposited  with the  depository.  In ADRs,  the  depository  is typically a U.S.
financial  institutional  and the underlying  securities are issued by a foreign
issuer. In other Depositary Receipts,  the depository may be a foreign or a U.S.
entity,  and the  underlying  securities  may have a foreign  or a U.S.  issuer.
Depositary  Receipts will not necessarily be denominated in the same currency as
their  underlying  securities.  Generally,  ADRs are issued in registered  form,
denominated  in  U.S.  dollars,  and  designed  for use in the  U.S.  securities
markets.  Other  Depositary  Receipts,  such as GDRs and EDRs,  may be issued in
bearer form and denominated in other currencies,  and are generally designed for
use in  securities  markets  outside the U.S.  While the two types of Depositary
Receipt facilities (unsponsored or sponsored) are similar, there are differences
regarding  a  holder's  rights  and  obligations  and the  practices  of  market
participants.  A  depository  may  establish  an  unsponsored  facility  without
participation by (or acquiescence of) the underlying issuer; typically, however,
the depository  requests a letter of  non-objection  from the underlying  issuer
prior to establishing the facility.  Holders of unsponsored  Depository Receipts
generally  bear all the costs of the facility.  The depository  usually  charges
fees  upon  the  deposit  and  withdrawal  of  the  underlying  securities,  the
conversion of dividends into U.S. dollars or other currency,  the disposition of
non-cash distributions, and the performance of other services. The depository of
an  unsponsored  facility  frequently  is  under  no  obligation  to  distribute
shareholder  communications  received  from  the  underlying  issuer  or to pass
through  voting  rights  to  Depository  Receipt  holders  with  respect  to the
underlying securities.

     Sponsored  Depository  Receipt facilities are created in generally the same
manner as unsponsored facilities,  except that sponsored Depository Receipts are
established  jointly by a depository and the underlying issuer through a deposit
agreement. The deposit agreement sets out the rights and responsibilities of the
underlying  issuer,  the  depository and the Depository  Receipt  holders.  With
sponsored facilities, the underlying issuer typically bears some of the costs of
the  Depository  Receipts  (such as dividend  payment  fees of the  depository),
although  most  sponsored  Depository  Receipts  holders  may bear costs such as
deposit and withdrawal fees.  Depositories of most sponsored Depository Receipts
agree to distribute notices of shareholder  meetings,  voting instructions,  and
other  shareholder  communications  and  information to the  Depository  Receipt
holders at the underlying issuer's request.

     For purposes of the Fund's investment  policies,  investments in Depository
Receipts will be deemed to be investments in the underlying securities.  Thus, a
Depository  Receipt  representing  ownership  of common stock will be treated as
common stock.

WHEN-ISSUED SECURITIES

The Fund may purchase securities on a when-issued or delayed delivery basis. The
price of debt obligations  purchased on a when-issued basis is fixed at the time
the Fund  commits to  purchase,  but  delivery  and payment  for the  securities
("settlement") takes place at a later date. The price of these securities may be
expressed in yield terms;  the Fund will enter into these  transactions in order
to lock in the yield (price) available at the time of commitment.  Normally, the
settlement  date on when-issued  securities  occurs within one month of purchase
commitment,  but may take longer,  albeit not more than 120 days after the trade
date.

     At the time the Fund commits to purchase a security on a when-issued basis,
it will  record  the  transaction  and  reflect  the value of that  security  in
determining  its net asset  value.  The Adviser does not believe that any Fund's
net asset value will be  adversely  affected by  purchases  of  securities  on a
when-issued basis.

     While when-issued  securities may be sold prior to settlement,  the Adviser
intends to purchase such securities with the purpose of actually  acquiring them
unless a sale appears desirable for investment reasons. The Fund will maintain a
separate  account with the  Custodian,  with a segregated  portfolio of cash and
marketable  securities  at least  equal in value to the  Fund's  commitments  to
purchase when-issued securities.  Such segregated securities will mature (or, if
necessary,  be sold) on or before the settlement  date.  When the time comes for
the Fund to pay for when-issued  securities,  it will meet its obligations  from
the  then-available  cash flow, the sale of the securities held in this separate
account, the sale of other securities;  although it would not normally

                                      B-9
<PAGE>

expect to do so,  the Fund may also meet  this  obligation  from the sale of the
when-issued  securities  themselves,  which may have  increased  or decreased in
market value.

     Between purchase and settlement, the Fund assumes the ownership risk of the
when-issued  securities,  including the risk of  fluctuations in the securities'
market  value due to,  among other  factors,  a change in the  general  level of
interest rates. However, no interest accrues to the Fund during this period. The
Fund's current policy is to limit its aggregate  when-issued  commitments to 15%
of the  market  value of its  total  assets  less  liabilities,  other  than the
obligations created by these commitments.

INVESTING IN SMALLER CAPITALIZATION STOCKS

The Adviser  believes  that the issuers of smaller  capitalization  stocks often
have sales and earnings growth rates which exceed those of larger companies, and
that such  growth  rates may in turn be  reflected  in more  rapid  share  price
appreciation.  However,  investing in smaller  capitalization stocks can involve
greater risk than is customarily  associated with investing in stocks of larger,
more established companies.  For example, smaller capitalization companies often
have limited product lines,  markets, or financial  resources,  may be dependent
for  management  on one or a few key  persons,  and can be more  susceptible  to
losses.  Also,  their  securities may be thinly traded (and therefore have to be
sold at a discount  from  current  prices or sold in small lots over an extended
period of time), may be followed by fewer investment  research  analysts and may
be subject to wider  price  swings and thus may create a greater  chance of loss
than securities of larger capitalization companies.  Transaction costs in stocks
of  smaller  capitalization  companies  may  be  higher  than  those  of  larger
capitalization companies.

                                  SHARE PRICE

The Fund's  share  price,  or "net asset  value" per  share,  is  calculated  by
dividing the total assets of the Fund, less all liabilities, by the total number
of shares  outstanding.  The net asset  value is  determined  as of the close of
regular  trading on the New York Stock  Exchange (the  Exchange,  generally 4:00
p.m. Eastern time) on each day the Exchange is open for trading.

     Portfolio  securities  for which market  quotations  are readily  available
(includes those securities listed on national securities  exchanges,  as well as
those quoted on the NASDAQ Stock Market) will be valued at the last quoted sales
price on the day the valuation is made. Such securities  which are not traded on
the valuation date are valued at the mean of the last quoted bid and ask prices.
Price information on exchange-listed securities is taken from the exchange where
the  security is  primarily  traded.  Any foreign  securities  are valued at the
latest  quoted  sales  price  available  before the time when assets are valued.
Securities  may be valued on the basis of prices  provided by a pricing  service
when  such  prices  are  believed  to  reflect  the  fair  market  value of such
securities.

     Short-term instruments (those acquired with remaining maturities of 60 days
or less) may be valued at cost, plus or minus any amortized discount or premium,
which approximates market value.

     Bonds  and  other  fixed  income  securities  may be valued on the basis of
prices  provided by a pricing  service  when such prices are believed to reflect
the fair  market  value of such  securities.  The prices  provided  by a pricing
service  may be  determined  without  regard to bid or last sale  prices of each
security,  but take into  account  institutional-size  transactions  in  similar
groups of securities as well as any developments related to specific securities.

     Foreign  securities are valued at the last quoted sales price,  or the most
recently   determined  closing  price  calculated   according  to  local  market
convention,  available at the time the Fund is valued.  Prices are obtained from
the broadest and most  representative  market on which the securities  trade. If
events which materially  affect the value of the Fund's  investments occur after
the close of the  securities  markets on which  such  securities  are  primarily
traded, those investments may be valued by such methods as the Board of Trustees
deems in good faith to reflect fair value.

     In  determining  the  Fund's  net asset  value per  share,  all  assets and
liabilities  initially  expressed in foreign  currencies  will be converted into
U.S.  dollars using the  officially  quoted daily  exchange rates used by Morgan
Stanley Capital  International in calculating various benchmarking indexes. This
officially quoted exchange rate may be determined prior to or after the close of
a particular  securities  market. If such quotations are not available or do not
reflect market  conditions at the time the Fund is valued,  the rate of exchange
will be determined in accordance with policies  established in good faith by the
Board of Trustees.

                                      B-10
<PAGE>

     Other assets and securities  for which no quotations are readily  available
or which are restricted as to sale (or resale) are valued by such methods as the
Board of Trustees deems in good faith to reflect fair value.

     The share price for the Fund can be found daily in the mutual fund listings
of most major newspapers under the heading of "Vanguard Funds".

                               PURCHASE OF SHARES

The purchase price of shares of the Fund is the net asset value next  determined
after the order is received.  The net asset value is  calculated as of the close
of trading on the  Exchange,  generally  4:00 p.m.  Eastern time on each day the
Exchange is open for business, and on any other day on which there is sufficient
trading in the Fund's investment  securities to materially affect the Fund's net
asset value per share. An order received prior to the close of the Exchange will
be executed at the price computed on the date of receipt;  and an order received
after the close of the  Exchange  will be executed at the price  computed on the
next day the Exchange is open.

     The Fund  reserves  the right in its sole  discretion:  (i) to suspend  the
offering 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  such as employee
benefit plans or under  circumstances where certain economies can be achieved in
sales of the Fund's shares.

TRADING SHARES THROUGH CHARLES SCHWAB

The Fund has  authorized  Charles  Schwab & Co., Inc.  (Schwab) to accept on its
behalf purchase and redemption orders under certain terms and conditions. Schwab
is also  authorized to designate  other  intermediaries  to accept  purchase and
redemption  orders on the Fund's behalf  subject to those terms and  conditions.
Under this  arrangement,  the Fund will be deemed to have received a purchase or
redemption order when Schwab or, if applicable,  Schwab's  authorized  designee,
accepts the order in accordance  with the Fund's  instructions.  Customer orders
that are properly transmitted to the Fund by Schwab, or if applicable,  Schwab's
authorized designee, will be priced as follows:

          Orders  received by Schwab before 3 p.m.  Eastern time on any business
     day,  will be sent to Vanguard  that day and your share price will be based
     on the Fund's net asset value  calculated at the close of trading that day.
     Orders  received  by  Schwab  after 3 p.m.  Eastern  time,  will be sent to
     Vanguard on the  following  business day and your share price will be based
     on the Fund's net asset value calculated at the close of trading that day.

                              REDEMPTION OF SHARES

The Fund may suspend redemption  privileges or postpone the date of payment: (i)
during any period  that the  Exchange is closed,  or trading on the  Exchange is
restricted  as  determined  by the  Commission,  (ii)  during any period when an
emergency  exists as  defined by the  Commission  as a result of which it is not
reasonably  practicable  for a Fund 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 1% of the net assets of the Fund at
the beginning of such period.

     No charge is made by the Fund for redemptions. Shares redeemed may be worth
more or less than what was paid for them,  depending  on the market value of the
securities held by the Fund.

     SIGNATURE GUARANTEES.  To protect your account, the Fund, and Vanguard from
fraud,  signature  guarantees  are required for certain  redemptions.  Signature
guarantees  enable  the  Fund to  verify  the  identity  of the  person  who has
authorized a redemption from your account.  Signature guarantees are required in
connection  with: (1) all redemptions,  regardless of the amount involved,  when
the proceeds are to be paid to someone other than the  registered  owner(s) and/
or to an address  other  than the  address  of  record;  and (2) share  transfer
requests. These requirements may be waived by the Fund in certain instances.

                                      B-11
<PAGE>

     A guarantor  must be a bank, a trust  company,  a member firm of a domestic
stock exchange, or a foreign branch of any of the foregoing. Notaries public are
not acceptable signature guarantors.

                             YIELD AND TOTAL RETURN

The average  annual total  return of the Fund for the  following  periods  ended
June 30, 2000 is set forth below:

                                   1 YEAR ENDED    5 YEARS ENDED  10 YEARS ENDED
                                     6/30/2000       6/30/2000       6/30/2000
                                   ------------    -------------  --------------
Vanguard International Value Fund      9.33%           10.21%          7.03%

AVERAGE ANNUAL TOTAL RETURN

Average annual total return is the average annual  compounded rate of return for
the  periods of one year,  five  years,  ten years or the life of the Fund,  all
ended on the last day of a recent month.  Average annual total return quotations
will  reflect  changes  in the price of the Fund's  shares  and assume  that all
dividends and capital gains  distributions  during the  respective  periods were
reinvested in Fund shares.  Average annual total return is calculated by finding
the average annual compounded rates of return of a hypothetical  investment over
such periods  according to the following formula (average annual total return is
then expressed as a percentage):

                                T = (ERV/P)1/N-1
  Where:

          T   = average annual total return
          P   = a hypothetical initial investment of $1,000
          n   = number of years
          ERV = ending redeemable value: ERV is the value, at the end
               of the applicable period, of a hypothetical $1,000
               investment made at the beginning of the applicable
               period.

AVERAGE ANNUAL AFTER-TAX TOTAL RETURN QUOTATION

We calculate the Fund's  average  annual  after-tax  total return by finding the
average annual  compounded  rate of return over the 1-, 5-, and 10-year  periods
that would equate the initial amount invested to the after-tax value,  according
to the following formulas:

After-tax return:

                                P (1+T)N = ATV

  Where:

          P   = a hypothetical initial payment of $1,000
          T   = average annual after-tax total return
          n   = number of years
          ATV = after-tax value at the end of the 1-, 5-, or 10-year
               periods of a hypothetical $1,000 payment made at the
               beginning of the time period, assuming no liquidation
               of the investment at the end of the measurement
               periods.
Instructions.

1.   Assume all distributions by the Fund are  reinvested--less the taxes due on
     such  distributions--at  the price on the  reinvestment  dates  during  the
     period.  Adjustments  may be made for  subsequent  re-characterizations  of
     distributions.

2.   Calculate  the  taxes  due on  distributions  by the Fund by  applying  the
     highest federal  marginal tax rates to each component of the  distributions
     on the reinvestment date (e.g.,  ordinary income,  short-term capital gain,
     long-term  capital gain,  etc.).  For periods after  December 31, 1997, the
     federal marginal tax rates used for the calculations are 39.6% for ordinary
     income and  short-term  capital gains and 20% for long-term  capital gains.
     Note that the  applicable tax rates may vary

                                      B-12
<PAGE>

     over the measurement period. Assume no taxes are due on the portions of any
     distributions classified as exempt interest or non-taxable (i.e., return of
     capital).  Ignore any  potential  tax  liabilities  other than  federal tax
     liabilities (e.g., state and local taxes).

3.   Include all recurring  fees that are charged to all  shareholder  accounts.
     For any  account  fees that vary  with the size of the  account,  assume an
     account size equal to the Fund's mean (or median) account size. Assume that
     no  additional  taxes or tax credits  result from any  redemption of shares
     required to pay such fees.

4.   State the total return quotation to the nearest hundredth of one percent.

CUMULATIVE TOTAL RETURN

Cumulative  total  return is the  cumulative  rate of  return on a  hypothetical
initial  investment of $1,000 for a specified  period.  Cumulative  total return
quotations  reflect  changes in the price of each Fund's  shares and assume that
all dividends and capital gains distributions  during the period were reinvested
in each Fund's  shares.  Cumulative  total return is  calculated  by finding the
cumulative  rates of a return of a  hypothetical  investment  over such periods,
according to the following formula (cumulative total return is then expressed as
a percentage):

                                 C = (ERV/P)-1

  Where:

          C   = cumulative total return
          P   = a hypothetical initial investment of $1,000
          ERV = ending redeemable value: ERV is the value, at the end
               of the applicable period, of a hypothetical $1,000
               investment made at the beginning of the applicable
               period.

SEC YIELDS

Yield is the net  annualized  yield based on a  specified  30-day (or one month)
period  assuming  semiannual  compounding  of  income.  Yield is  calculated  by
dividing the net  investment  income per share  earned  during the period by the
maximum offering price per share on the last day of the period, according to the
following formula:

                          YIELD = 2[((A-B)/CD+1)6-1]

  Where:

          a   = dividends and interest earned during the period.
          b   = expenses accrued for the period (net of
               reimbursements).
          c   = the average daily number of shares outstanding during
               the period that were entitled to receive dividends.
          d   = the maximum offering price per share on the last day of
               the period.

                       FUNDAMENTAL INVESTMENT LIMITATIONS

The Fund is subject to the following fundamental investment  limitations,  which
cannot be changed in any  material  way without the approval of the holders of a
majority of the Fund's shares.  For these  purposes,  a "majority" of the Fund's
shares  means shares  representing  the lesser of: (i) 67% or more of the shares
voted, so long as shares  representing  more than 50% of the Fund's  outstanding
shares are present or represented by proxy;  or (ii) more than 50% of the Fund's
shares.

     BORROWING. The Fund may not borrow money, except for temporary or emergency
purposes in an amount not exceeding  15% of the Fund's net assets.  The Fund may
borrow  money  through  banks,  reverse  repurchase  agreements,  or  Vanguard's
interfund  lending program only, and must comply with all applicable  regulatory
conditions.  The  Fund  may not make any  additional  investments  whenever  its
outstanding borrowings exceed 5% of net assets.

     COMMODITIES.  The Fund may not invest in  commodities,  except  that it may
invest in stock futures contracts,  stock options,  and options on stock futures
contracts.  No more than 5% of the

                                      B-13
<PAGE>

Fund's total assets may be used as initial margin deposit for futures contracts,
and no more than 20% of the  Fund's  total  assets  may be  invested  in futures
contracts or options at any time.

     DIVERSIFICATION. With respect to 75% of its total assets, the Fund may not:
(i)  purchase  more than 10% of the  outstanding  voting  securities  of any one
issuer; or (ii) purchase  securities of any issuer if, as a result, more than 5%
of the Fund's total assets would be invested in that issuer's  securities.  This
limitation  does not apply to obligations of the United States  Government,  its
agencies or instrumentalities.

     ILLIQUID SECURITIES. The Fund may not acquire any security if, as a result,
more  than  15% of its net  assets  would be  invested  in  securities  that are
illiquid.

     INDUSTRY CONCENTRATION. The Fund may not invest more than 25% of its total
assets in any one industry.

     INVESTING FOR CONTROL. The Fund may not invest in a company for purposes of
controlling its management.

     INVESTMENT  COMPANIES.  The Fund may not  invest  in any  other  investment
company, except through a merger,  consolidation or acquisition of assets, or to
the extent permitted by Section 12 of the 1940 Act.  Investment  companies whose
shares the Fund acquires pursuant to Section 12 must have investment  objectives
and investment policies consistent with those of the Fund.

     LOANS.  The Fund may not lend money to any  person  except:  by  purchasing
fixed  income  securities  that  are  publicly  distributed;  by  entering  into
repurchase agreements, provided, however, that repurchase agreements maturing in
more  than  seven  days,  together  with  securities  which do not have  readily
available market quotations,  will not exceed 15% of the Fund's total assets; by
lending  its  portfolio  securities;  or through  Vanguard's  interfund  lending
program.

     MARGIN.  The Fund may not purchase  securities on margin or sell securities
short,  except as  permitted  by the  Fund's  investment  policies  relating  to
commodities.

     OIL,  GAS,  MINERALS.  The Fund may not invest in  interests in oil, gas or
other mineral exploration, or development programs.

     PLEDGING  ASSETS.  The Fund may not pledge,  mortgage,  or hypothecate more
than 15% of its net assets.

     PUT OR CALL  OPTIONS.  The  Fund  may not  purchase  or  write  put or call
options,  except as  permitted  by the Fund's  investment  policies  relating to
commodities.

     REAL ESTATE.  The Fund may not invest directly in real estate,  although it
may invest in securities  of companies or investment  trusts that deal or invest
in real estate or interests therein.

     SENIOR  SECURITIES.  The Fund may not issue  senior  securities,  except in
compliance with the 1940 Act.

     UNDERWRITING.  The Fund may not  engage  in the  business  of  underwriting
securities  issued  by  other  persons.  The  Fund  will  not be  considered  an
underwriter when disposing of its investment securities.

     The  above-mentioned  investment  limitations  are  considered  at the time
investment securities are purchased.

     None of these  limitations  prevents  the Fund  from  participating  in The
Vanguard Group (Vanguard). Because the Fund is a member of the Group, it may own
securities  issued by  Vanguard,  make  loans to  Vanguard,  and  contribute  to
Vanguard's  costs or other financial  requirement.  See "Management of the Fund"
for more information.

                             MANAGEMENT OF THE FUND

TRUSTEES AND OFFICERS

The officers of the Trust manage its day-to-day  operations and are  responsible
to the Trust Board of Trustees. The Trustees set broad policies for the Fund and
choose the officers.  The following is a list of the Trustees and officers and a
statement of their present positions and principal  occupations  during the past
five  years.  As a group,  the  Trustees  and  officers  own less than 1% of the
outstanding  shares of the Fund.  Each  Trustee also serves as a Director of The
Vanguard Group,  Inc., and as a Trustee of each of the 109 funds administered by
Vanguard  (108 in the case of Mr.  Malkiel

                                      B-14
<PAGE>

and 99 in the case of Mr.  MacLaury).  The mailing  address of the  Trustees and
officers of the Fund is Post Office Box 876, Valley Forge, Pennsylvania 19482.

JOHN J. BRENNAN, (DOB: 7/29/1954) Chairman, Chief Executive Officer & Trustee*
Chairman,  Chief Executive Officer and Director of The Vanguard Group, Inc., and
Trustee of each of the investment companies in The Vanguard Group.

JOANN HEFFERNAN HEISEN, (DOB: 1/25/1950) Trustee
Vice President, Chief Information Officer, and member of the Executive Committee
of Johnson & Johnson (Pharmaceuticals/Consumer  Products), Director of Johnson &
Johnson*MERCK Consumer Pharmaceuticals Co., The Medical Center at Princeton, and
Women's Research and Education Institute.

BRUCE K. MACLAURY, (DOB: 5/7/1931) Trustee
President  Emeritus  of  The  Brookings  Institution  (Independent  Non-Partisan
Research  Organization);  Director of American  Express Bank, Ltd., The St. Paul
Companies, Inc. (Insurance and Financial Services), and National Steel Corp.

BURTON G. MALKIEL, (DOB: 8/28/1932) Trustee
Chemical Bank Chairman's Professor of Economics, Princeton University;  Director
of Prudential Insurance Co. of America, Banco Bilbao Gestinova, Baker Fentress &
Co.  (Investment  Management),  The Jeffrey Co.  (Holding  Company),  and Select
Sector SPDR Trust (Exchange-Traded Mutual Fund).

ALFRED M. RANKIN, JR., (DOB: 10/8/1941) Trustee
Chairman,  President, Chief Executive Officer, and Director of NACCO Industries,
Inc. (Machinery/Coal/  Appliances); and Director of The BFGoodrich Co. (Aircraft
Systems/Manufacturing/Chemicals).

JOHN C. SAWHILL, (DOB: 6/12/1936, Died in May, 2000) Trustee
President  and Chief  Executive  Officer of The Nature  Conservancy  (Non-Profit
Conservation Group);  Director of Pacific Gas and Electric Co., Procter & Gamble
Co., NACCO Industries (Machinery/Coal/Appliances),  and Newfield Exploration Co.
(Energy); formerly, Director and Senior Partner of McKinsey & Co., and President
of New York University.

JAMES O. WELCH, JR., (DOB: 5/13/1931) Trustee
Retired Chairman of Nabisco Brands, Inc. (Food Products);  retired Vice Chairman
and  Director  of RJR  Nabisco  (Food and  Tobacco  Products);  Director of TECO
Energy, Inc., and Kmart Corp.

J. LAWRENCE WILSON, (DOB: 3/2/1936) Trustee
Retired Chairman of Rohm & Haas Co., (Chemicals); Director of Cummins Engine Co.
(Diesel Engine Company),  and The Mead Corp.  (Paper  Products);  and Trustee of
Vanderbilt University.

RAYMOND J. KLAPINSKY, (DOB: 12/7/1938) Secretary*
Managing Director of The Vanguard Group, Inc.;  Secretary of The Vanguard Group,
Inc. and of each of the investment companies in The Vanguard Group.

THOMAS J. HIGGINS, (DOB: 5/21/1957) Treasurer*
Principal  of The Vanguard  Group,  Inc.;  Treasurer  of each of the  investment
companies in The Vanguard Group.

ROBERT D. SNOWDEN, (DOB: 9/4/1961) 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 1940 Act.

THE VANGUARD GROUP

Vanguard  Trustees'  Equity Fund is a member of The Vanguard Group of Investment
Companies  which  consists of more than 35  investment  companies  (the  funds).
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 several 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,

                                      B-15
<PAGE>

furnishings,  and equipment. Each Fund pays its share of Vanguard's net expenses
which are  allocated  among the Funds  under  methods  approved  by the Board of
Trustees of each Fund.  In  addition,  each Fund bears its own direct  expenses,
such as legal, auditing, and custodian fees.

     Vanguard,  the Fund's adviser,  the Fund's  distributor,  and the Fund have
adopted  Codes of Ethics  designed to prevent  employees  who may have access to
nonpublic  information about the trading activities of the Fund (access persons)
from profiting from that information.  The Codes permit access persons to invest
in securities for their own accounts,  including  securities that may be held by
the Fund, but place  substantive  and procedural  restrictions  on their trading
activities.  For example,  the Codes require that access persons receive advance
approval for every securities trade (unless an exception applies) to ensure that
there is no conflict with the trading activities of the Fund.

     Vanguard was  established and operates under an Amended and Restated Funds'
Service  Agreement which was approved by the  shareholders of each of the Funds.
The amounts  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 June 30, 2000, the
Fund had contributed capital of $181,000 to Vanguard,  representing 0.02% of the
Fund's  net  assets  and 0.2% of  Vanguard's  capitalization.  The  Amended  and
Restated Funds' Service  Agreement  provides as follows:  (a) each Vanguard Fund
may be called upon to invest up to 0.40% of its current assets in Vanguard,  and
(b) there is no other  limitation  on the dollar  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.

     DISTRIBUTION.  Vanguard Marketing Corporation, a wholly-owned subsidiary of
The Vanguard Group, Inc., provides all distribution and marketing activities for
the Fund. 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  Vanguard  Group.  The
Trustees 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 Vanguard funds based upon their relative net assets.  The
remaining  one half of these  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 the average  distribution  expense  rate for The  Vanguard
Group, and that no Fund shall incur annual distribution expenses in excess of 1%
of its average month-end net assets.  During the fiscal years ended December 31,
1997, 1998, and 1999, the Fund incurred  approximately  $2,492,000,  $2,719,000,
and $3,702,000 of The Vanguard Group's management  (including  transfer agency),
distribution, and marketing expenses.

     INVESTMENT ADVISORY SERVICE. Vanguard provides investment advisory services
to several Vanguard funds.  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.

TRUSTEE COMPENSATION

The  same  individuals  serve  as  Trustees  of all  Vanguard  funds  (with  two
exceptions,  which are noted in the  table on page  B-17),  and each fund pays a
proportionate  share of the  Trustees'  compensation.  The  funds  employ  their
officers on a shared basis,  as well.  However,  officers are compensated by The
Vanguard Group, Inc., not the funds.

     INDEPENDENT TRUSTEES. The funds compensate their independent Trustees--that
is, the ones who are not also officers of the fund --in three ways:

 .    The  independent  Trustees  receive an annual fee for their  service to the
     fund,  which is subject to reduction based on absences from scheduled Board
     meetings.
 .    The  independent  Trustees are reimbursed for the travel and other expenses
     that they incur in attending Board meetings.

                                      B-16
<PAGE>

 .    Upon retirement,  the independent  Trustees receive an aggregate annual fee
     of  $1,000  for each year  served  on the  Board,  up to  fifteen  years of
     service.  This annual fee is paid for ten years  following  retirement,  or
     until each Trustee's death.

     "INTERESTED"  TRUSTEE.  Mr. Brennan serves as a Trustee, but is not paid in
this  capacity.  He is,  however,  paid in his role as officer  of The  Vanguard
Group, Inc.

     COMPENSATION TABLE. The following table provides  compensation  details for
each of the Trustees.  We list the amounts paid as  compensation  and accrued as
retirement benefits by the Fund

for each Trustee. In addition, the table shows the total amount of benefits that
we expect each Trustee to receive from all Vanguard funds upon  retirement,  and
the total amount of compensation paid to each Trustee by all Vanguard funds.


                        VANGUARD TRUSTEES' EQUITY FUND COMPENSATION TABLE
<TABLE>
<CAPTION>
                                                   PENSION OR
                                                   RETIREMENT                                 TOTAL
                                                  BENEFITS ACCRUED                        COMPENSATION
                                  AGGREGATE     AS PART OF THIS          ESTIMATED           FROM ALL
                                COMPENSATION         FUND'S           ANNUAL BENEFITS     VANGUARD FUNDS
NAMES OF TRUSTEES             FROM THIS FUND(1)    EXPENSES(1)        UPON RETIREMENT    PAID TO TRUSTEES(2)
-------------------------------------------------------------------------------------------------------------
<S>                                <C>                  <C>                <C>               <C>
John C. Bogle(3) . . . . . . . .   None                None                None                 None
John J. Brennan. . . . . . . . .   None                None                None                 None
JoAnn Heffernan Heisen . . . . .   $192                 $11             $15,000              $80,000
Bruce K. MacLaury. . . . . . . .   $198                 $18             $12,000              $75,000
Burton G. Malkiel. . . . . . . .   $193                 $17             $15,000              $80,000
Alfred M. Rankin, Jr.. . . . . .   $192                 $13             $15,000              $80,000
John C. Sawhill(4) . . . . . . .   $192                 $16             $15,000              $80,000
James O. Welch, Jr.. . . . . . .   $192                 $19             $15,000              $80,000
J. Lawrence Wilson . . . . . . .   $192                 $13             $15,000              $80,000
</TABLE>
(1)  The  amounts  shown in these  columns  are based on the Fund's  fiscal year
     ended December 31, 1999.
(2)  The amounts reported in this column reflect the total  compensation paid to
     each Trustee for his or her service as Trustee of 103  Vanguard  funds (102
     in the case of Mr.  Malkiel;  93 in the case of Mr.  MacLaury) for the 1999
     calendar  year.  Each  Vanguard  Fund  pays a  proportionate  share  of its
     Trustees' compensation.
(3)  Mr. Bogle has retired from the Funds' Board, effective December 31, 1999.
(4)  Mr. Sawhill died in May, 2000.

                           INVESTMENT ADVISORY SERVICES

The Fund employs  Hansberger  Global  Investors,  Inc. (HGI) under an investment
advisory  agreement dated July 31, 2000 (the Agreement) to manage the investment
and  reinvestment of such assets of the Fund as the Board of Trustees may assign
to HGI (the HGI Portfolio).  HGI discharges its responsibilities  subject to the
control of the Trust's  officers and Board of Trustees,  and in conformance with
the Fund's stated investment  objective and policies.  HGI conducts a world-wide
portfolio   management  business  that  provides  a  broad  range  of  portfolio
management  services  to  customers  in the  United  States  and  abroad.  HGI's
principal office is at 515 East Las Olas Boulevard,  Fort  Lauderdale,  Florida,
and it  maintains  additional  offices  in  Burlington,  Ontario,  Hong Kong and
Moscow.

                                      B-17

<PAGE>

     As compensation for the services  rendered by HGI under the Agreement,  the
Fund pays HGI  quarterly a Basic Fee  calculated  by applying a quarterly  rate,
based on the following  annual  percentage  rates, to the average  month-end net
assets of the HGI Portfolio, for the quarter.

          NET ASSETS                         ANNUAL RATE
          ----------                         -----------
          First $50 million ................   0.475%
          Next $450 million ................   0.150%
          Next $500 million ................   0.120%
          Assets in excess of $1 billion ...   0.110%

     The Basic Fee is  increased  or  decreased  by applying a  Performance  Fee
Adjustment  reflecting the investment  performance of the HGI Portfolio relative
to the return of the Morgan Stanley Capital  International  Europe,  Australasia
and Far East (MSCI-EAFE) Index over a 36-month period ending with the then-ended
quarter. The Performance Fee Adjustment applies as follows:

     CUMULATIVE 36-MONTH                          ADJUSTMENT AS
     PERFORMANCE OF HGI                           A PERCENTAGE
     VS. THE INDEX                                OF BASIC FEE*
     -------------------                          -------------
     More than 13.5%                                   50%
     4.5% through 13.5%                                25%
     0  through 4.5%                                  None
     -9% through 0                                     25%
     Less than -9%                                     50%

*    For  purposes of this  calculation,  the Basic Fee is  calculated  based on
     average   month-end  net  assets  over  the  same  time  period  which  the
     performance is measured.

     TRANSITION  RULES  FOR  CALCULATING  HGI'S  COMPENSATION.   The  Adjustment
described above will not be fully operable until the close of the quarter ending
September 30, 2003. Until that time, the following transition rules will apply:

(A)  JULY 31, 2000  THROUGH JUNE 30, 2001.  The HGI's  compensation  will be the
     Basic Fee. No Adjustment will apply during this period.

(B)  JULY 1, 2001  THROUGH  SEPTEMBEr  30,  2003.  Beginning  July 1, 2001,  the
     Adjustment  will take  effect on a  progressive  basis with  regards to the
     number of months elapsed between October 1, 2000, and the quarter for which
     HGI's fee is being computed. During this period, the Adjustment outlined in
     Section 4.0 will be multiplied  by a fraction.  The fraction will equal the
     number of months elapsed since October 1, 2000, divided by thirty-six.

(C)  ON AND AFTER  SEPTEMBER  30,  2003.  Commencing  September  30,  2003,  the
     Adjustment will be fully operable.

     HGI PORTFOLIO PERFORMANCE.  The investment performance of the HGI Portfolio
for any period,  expressed as a percentage of the "HGI  Portfolio unit value" at
the  beginning of such period,  is computed as the sum of: (i) the change in the
HGI Portfolio  unit value during such period;  (ii) the unit value of the Fund's
cash  distributions  from the HGI Portfolio's net investment income and realized
net capital gains (whether  long-term or short-term)  having an ex-dividend date
occurring  within such period;  and (iii) the unit value of capital  gains taxes
paid or  accrued  during  such  period  by the Fund for  undistributed  realized
long-term capital gains realized from the HGI Portfolio.

     HGI PORTFOLIO  UNIT VALUE.  The "HGI Portfolio unit value" is determined by
dividing  the total net assets of the HGI  Portfolio by a given number of units.
Initially,  the number of units in the HGI Portfolio  will equal a nominal value
as determined by dividing  initial  assets by a unit value of $100.00 on October
1,  2000.  Subsequently,  as  assets  are  added  to or  withdrawn  from the HGI
Portfolio,  the number of units of the HGI Portfolio  will be adjusted  based on
the unit value of the HGI  Portfolio on the day such changes are  executed.  Any
cash buffer maintained by the Fund outside of the HGI Portfolio shall neither be
included  in the  total net  assets of the HGI  Portfolio  nor  included  in the
computation of the HGI Portfolio Unit Value.

     INDEX  PERFORMANCE.  The  investment  record of the  Index for any  period,
expressed as a percentage of the Index at the beginning of such period, shall be
the sum of: (i) the change in the

                                      B-18

<PAGE>

level of the Index during such period, and (ii) the value, computed consistently
with the Index of cash distributions having an ex-dividend date occurring within
such period made by companies  whose  securities  comprise  the Index.  For this
purpose,  cash distributions on the securities which comprise the Index shall be
treated as  reinvested  in the Index at least as  frequently  as the end of each
calendar quarter following the payment of the dividend.

     SAMPLE  ADVISORY FEES. The following  table shows the TOTAL ANNUAL ADVISORY
FEE--that is, the Basic Fee plus the Performance  Adjustment-- payable to HGI at
varying levels of investment performance:

                          ANNUALIZED PERFORMANCE
NET ASSETS OF FUND        OVER 36-MONTH PERIOD                 TOTAL ANNUAL RATE
------------------        -----------------------------------  -----------------
$50 million               Trails Index by more than 9%               0.2375%
                          Trails Index by 0 to 9%                    0.3563%
                          Exceeds Index by 0 to 4.5%                 0.4750%
                          Exceeds Index by 4.5% through 13.5%        0.5938%
                          Exceeds Index by more than 13.5%           0.7125%

$500 million              Trails Index by more than 9%               0.0913%
                          Trails Index by 0 to 9%                    0.1369%
                          Exceeds Index by 0 to 4.5%                 0.1825%
                          Exceeds Index by 4.5% through 13.5%        0.2281%
                          Exceeds Index by more than 13.5%           0.2738%

$1 billion                Trails Index by more than 9%               0.0756%
                          Trails Index by 0 to 9%                    0.1134%
                          Exceeds Index by 0 to 4.5%                 0.1513%
                          Exceeds Index by 4.5% through 13.5%        0.1891%
                          Exceeds Index by more than 13.5%           0.2269%

$1.5 billion              Trails Index by more than 9%               0.0688%
                          Trails Index by 0 to 9%                    0.1031%
                          Exceeds Index by 0 to 4.5%                 0.1375%
                          Exceeds Index by 4.5% through 13.5%        0.1719%
                          Exceeds Index by more than 13.5%           0.2063%

PRIOR INVESTMENT ADVISER FOR VANGUARD INTERNATIONAL VALUE FUND

From April 1, 1996 through July 31, 2000, the Fund employed Phillips and Drew as
its investment  adviser.  During the fiscal years ended December 31, 1997, 1998,
and 1999, the Fund paid Phillips & Drew advisory fees totaling $1,371,000 (0.15%
of the Fund's average net assets),  $1,321,000  (0.16% of the Fund's average net
assets),  before a decrease of $353,000  based on  performance,  and  $1,387,000
(0.15% of the Fund's average net assets), before a decrease of $341,000 based on
performance, respectively.

DURATION AND TERMINATION OF INVESTMENT ADVISORY AGREEMENTS

     The Agreement  with HGI will continue in effect until July 31, 2002, and is
renewable thereafter,  for successive one-year periods, if specifically approved
at least  annually  by vote of the  Board of  Trustees  of the Fund at a meeting
called for the purpose of considering  such approval.  The Board's approval must
include  the  affirmative  votes of a majority of the  Trustees  who are neither
parties to the  Agreement or interested  persons of such parties.  The Agreement
may be terminated at any time, without penalty, by vote of the Board of Trustees
of the Fund on 30 days'  written  notice to HGI,  or by HGI on 90 days'  written
notice to the Fund. An agreement  will  automatically  terminate in the event of
its assignment.

     The Fund's Board of Trustees  may,  without the  approval of  shareholders,
provide for:
a.   the employment of a new investment  adviser  pursuant to the terms of a new
     advisory  agreement,  either as a replacement for an existing adviser or as
     an additional adviser;
b.   a change in the terms of an advisory agreement; and
c.   the  continued  employment  of an  existing  adviser  on the same  advisory
     contract  terms where a contract has been  assigned  because of a change in
     control of the adviser.

     Any such change will be communicated to shareholders in writing.

                                      B-19

<PAGE>

CONTROL OF THE ADVISER

HGI, a Delaware corporation,  is a wholly-owned  subsidiary of Hansberger Group,
Inc. (Group Inc.). Group Inc. is also a Delaware corporation, whose shareholders
owning 10% or more of such corporation are as follows: Thomas L. Hansberger, SLW
Family  Limited   Partnership,   Brera/HGI   Holdings,   LLC,  Alberto  Cribiore
(indirectly through ownership of units in Brera/HGI Holdings,  Inc.), and Max C.
Chapman, Jr. (through direct ownership and indirectly through ownership of units
in Brera/HGI Holdings, Inc.).

                             PORTFOLIO TRANSACTIONS

The investment  advisory  agreement  authorizes the investment adviser to select
the brokers or dealers that will execute the  purchases  and sales of investment
securities  for the Fund,  and  directs the  investment  adviser to use its best
efforts to obtain the best  available  price and most  favorable  execution with
respect to all transactions for the Fund. Twice a year, HGI, through a committee
of its securities analysts,  will consider the amount and nature of research and
research  services  provided  by  brokers,  as well as the  extent to which such
services  are relied  upon,  and attempt to allocate a portion of the  brokerage
business  of  the  Fund  and  other  advisory  clients  on  the  basis  of  that
consideration.  In addition,  brokers may suggest a level of business they would
like to  receive  in order to  continue  to provide  such  services.  The actual
brokerage  business  received by a broker may be more or less than the suggested
allocations,  depending upon HGI's evaluation of all applicable  considerations,
including HGI's  obligation to use its best efforts to obtain the best available
price and most favorable execution for all Fund transactions.

     Some  securities  considered  for  investment  by  the  Fund  may  also  be
appropriate for other clients served by the investment  adviser.  If purchase or
sale of securities  consistent with the investment  policies of the Fund and one
or more of these other clients served by the investment adviser is considered at
or about the same time,  transactions in such securities will be allocated among
the Fund and clients in a manner deemed fair and  reasonable  by the  investment
adviser.   Although  there  is  no  specified   formula  for   allocating   such
transactions, the various allocation methods used by the investment adviser, and
the results of such  allocations,  are subject to periodic  review by the Fund's
Board of Trustees.

     During the years ended  December  31,  1997,  1998,  and 1999 the Fund paid
$2,431,609, $1,467,221, and $1,379,000, respectively, in brokerage commissions.

                              COMPARATIVE INDEXES

Vanguard may use reprinted  material  discussing The Vanguard Group, Inc. or any
of the member funds of The Vanguard Group of Investment Companies.

     Vanguard  Trustees'  Equity  Fund  may use one or  more,  of the  following
unmanaged indexes for comparative performance purposes:

     STANDARD & POOR'S 500 COMPOSITE STOCK PRICE INDEX--includes stocks selected
by Standard & Poor's  Index  Committee to include  leading  companies in leading
industries and to reflect the U.S. stock market.

     STANDARD  & POOR'S  MIDCAP  400  INDEX--is  composed  of 400  medium  sized
domestic stocks.

     STANDARD & POOR'S SMALLCAP  600/BARRA VALUE  INDEX--contains  stocks of the
S&P SmallCap 600 Index which have a lower than average price-to-book ratio.

     STANDARD & POOR'S SMALLCAP 600/BARRA GROWTH  INDEX--contains  stocks of the
S&P SmallCap 600 Index which have a higher than average price-to-book ratio.

     RUSSELL 1000 VALUE  INDEX--consists of the stocks in the Russell 1000 Index
(comprising  the 1,000  largest  U.S.-based  companies  measured by total market
capitalization)  with the lowest  price-to-book  ratios,  comprising  50% of the
market capitalization of the Russell 1000.

     WILSHIRE 5000 TOTAL MARKET 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 COMPLETION INDEX--consists of all stocks in the Wilshire 5000
except for the 500 stocks in the Standard and Poor's 500 Index.

                                      B-20

<PAGE>

     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 BROTHERS  LONG-TERM  TREASURY BOND INDEX--is a market weighted index
that contains individually priced U.S. Treasury securities with maturities of 10
years or greater.

     MERRILL LYNCH  CORPORATE & GOVERNMENT  BOND  INDEX--consists  of over 4,500
U.S. Treasury, Agency and investment grade corporate bonds.

     LEHMAN  BROTHERS   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 $100 million  outstanding.  This
index includes over 1,500 issues.

     LEHMAN BROTHERS  LONG-TERM  CORPORATE BOND INDEX--is a subset of the Lehman
Corporate  Bond Index  covering all  corporate,  publicly  issued,  fixed-rated,
nonconvertible  U.S.  debt issues rated at least Baa, with at least $100 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% Lehman Long-Term Corporate AA or Better Bond Index and
a 35% weighting of a blended equity composite (75% Standard & Poor's/BARRA Value
Index,  12.5% Standard and Poor's  Utilities  Index, and 12.5% Standard & Poor's
Telephone Index).

     COMPOSITE INDEX--65% Standard and Poor's 500 Index and 35% Lehman Long-Term
Corporate AA or Better Bond Index.

     LEHMAN BROTHERS  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 BBB- or better. The Index has a market
value of over $5 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 $1.6 trillion.

                                      B-21

<PAGE>

     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 $800 billion.

     LEHMAN BROTHERS 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 $1.1 trillion.

     LIPPER SMALL COMPANY GROWTH FUND AVERAGE--the  average performance of small
company  growth funds as defined by Lipper 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
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 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 Inc.

                              FINANCIAL STATEMENTS

The Fund's  financial  statements as of and for the year ended December 31, 1999
appearing  in the Fund's 1999 Annual  Reports to  Shareholders,  and the reports
thereon of PricewaterhouseCoopers  LLP, independent accountants,  also appearing
therein,  are  incorporated  by  reference  into this  Statement  of  Additional
Information.  For a more complete discussion of the performance,  please see the
Fund's Annual Report to Shareholders, which may be obtained without charge.













                                                                   SAI046 092000


                                      B-22



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