VANGUARD INDEX TRUST
497, 2000-04-26
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM N-1A

                 REGISTRATION STATEMENT (NO. 2-56846) UNDER THE
                             SECURITIES ACT OF 1933

                           PRE-EFFECTIVE AMENDMENT NO.

                        POST-EFFECTIVE AMENDMENT NO. 57

                                      AND

        REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
                                AMENDMENT NO. 59


                              VANGUARD INDEX TRUST

        (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 APRIL 21, 2000 PURSUANT TO PARAGRAPH (B) OF RULE 485.

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<PAGE>

                                                         VANGUARD(R)
                                                         U.S. STOCK INDEX
                                                         FUNDS

                                                         Prospectus
                                                         April 21, 2000

VANGUARD TOTAL STOCK
MARKET INDEX FUND

VANGUARD 500
INDEX FUND

VANGUARD EXTENDED
MARKET INDEX FUND

VANGUARD MID-CAP
INDEX FUND

VANGUARD SMALL-CAP
INDEX FUND

VANGUARD VALUE
INDEX FUND

VANGUARD SMALL-CAP
VALUE INDEX FUND

VANGUARD GROWTH
INDEX FUND

VANGUARD SMALL-CAP
GROWTH INDEX FUND

This prospectus contains
financial data for the
Funds through the
fiscal year ended
December 31, 1999.

                                                         [MEMBERS OF
                                                         THE VANGUARD GROUP(R)]
<PAGE>

VANGUARD U.S. STOCK INDEX FUNDS
Prospectus
April 21, 2000

- --------------------------------------------------------------------------------
CONTENTS
- --------------------------------------------------------------------------------
 1 AN INTRODUCTION TO INDEX FUNDS         35 INVESTMENT ADVISER

 2 FUND PROFILES                          35 DIVIDENDS, CAPITAL GAINS, AND TAXES

    2 Vanguard Total Stock Market         37 SHARE PRICE
      Index Fund
                                          38 FINANCIAL HIGHLIGHTS
    5 Vanguard 500 Index Fund
                                          44 INVESTING WITH VANGUARD
    8 Vanguard Extended Market
      Index Fund                             44 Services and Account Features

   11 Vanguard Mid-Cap Index Fund            45 Types of Accounts

   14 Vanguard Small-Cap Index Fund          46 Buying Shares

   17 Vanguard Value Index Fund              48 Redeeming Shares

   20 Vanguard Small-Cap Value               52 Transferring Registration
      Index Fund
                                             52 Fund and Account Updates
   23 Vanguard Growth Index Fund
                                          GLOSSARY (inside back cover)
   26 Vanguard Small-Cap Growth
      Index Fund

29 MORE ON THE FUNDS

34 THE FUNDS AND VANGUARD
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
WHY READING THIS PROSPECTUS IS IMPORTANT
This prospectus  explains the objectives,  risks, and strategies of the Vanguard
U.S. Stock Index Funds. 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  which  Funds,  if any,  are the right
investments for you. We suggest that you keep it for future reference.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
IMPORTANT NOTE
Each of the  Vanguard  U.S.  Stock Index Funds  offers two  separate  classes of
shares: Investor and Institutional (except Vanguard 500 Index Fund, which offers
only Investor  Shares).  Investor  Shares,  which have an investment  minimum of
$3,000  ($1,000  for IRAs),  are  offered  by two  separate  prospectuses.  This
prospectus is intended for individual investors and institutional clients. There
is also a prospectus for participants in  employer-sponsored  retirement  plans,
which you can obtain by calling Vanguard at 1-800-523-1188.

Institutional  Shares have an investment minimum of $10 million and generally do
not require special  employee  benefit plan services.  Institutional  Shares are
offered  by  another  prospectus,  which you can  obtain by  calling  Vanguard's
Institutional Investor Group at 1-800-523-1036.

Note that the Funds'  separate  share  classes  have  different  expenses;  as a
result, their investment performances will vary.
- --------------------------------------------------------------------------------


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.
<PAGE>

                                                                               1

AN INTRODUCTION TO INDEX FUNDS

WHAT IS INDEXING?
An index is an unmanaged group of securities  whose overall  performance is used
as a standard to measure the investment  performance of a particular  market. An
index (or "passively managed") fund tries to match, as closely as possible,  the
performance of an established  target index.  The fund does this by holding all,
or a representative sample, of the securities that constitute the index.
     Stock index  funds may seek to track  indexes  that hold a certain  type of
stock--such as growth or value,  small-cap or large-cap,  or those from just one
industry--or  they may seek to track  indexes that consist of a broader range of
stocks--for example, the entire U.S. stock market.
     Index funds do not have active managers,  who buy and sell securities based
on research and analysis in an attempt to  outperform a particular  benchmark or
the market as a whole.  Rather,  index funds  simply  attempt to mirror what the
target index does, for better or worse.

     KEEP IN MIND THAT AN INDEX  FUND HAS  OPERATING  EXPENSES  AND  TRANSACTION
COSTS;  A MARKET INDEX DOES NOT.  THEREFORE,  AN INDEX  FUND--WHILE  EXPECTED TO
TRACK ITS TARGET INDEX AS CLOSELY AS POSSIBLE--WILL TYPICALLY BE UNABLE TO MATCH
THE PERFORMANCE OF THE INDEX EXACTLY.

WHAT INDEX FUNDS DOES VANGUARD OFFER?
Vanguard  offers a variety of stock (both U.S.  and  international),  bond,  and
balanced index funds. This prospectus provides information about Vanguard's U.S.
Stock Index  Funds.  There are nine such  funds,  each of which seeks to track a
different segment of the U.S. stock market:

- --------------------------------------------------------------------------------
FUND                                           SEEKS TO TRACK
- --------------------------------------------------------------------------------
Vanguard Total Stock Market Index Fund         The overall stock market
Vanguard 500 Index Fund                        Large-cap stocks
Vanguard Extended Market Index Fund            Mid- and small-cap stocks
Vanguard Mid-Cap Index Fund                    Mid-cap stocks
Vanguard Small-Cap Index Fund                  Small-cap stocks
Vanguard Value Index Fund                      Large-cap value stocks
Vanguard Small-Cap Value Index Fund            Small-cap value stocks
Vanguard Growth Index Fund                     Large-cap growth stocks
Vanguard Small-Cap Growth Index Fund           Small-cap growth stocks
- --------------------------------------------------------------------------------

     This prospectus contains profiles that summarize key features of each Fund.
Following  the profiles,  there is important  additional  information  about the
Funds.
<PAGE>

2

FUND PROFILE--VANGUARD(R) TOTAL STOCK MARKET INDEX FUND

The following  profile  summarizes  key features of Vanguard  Total Stock Market
Index Fund.

INVESTMENT OBJECTIVE
The Fund seeks to match the  performance of a benchmark  index that measures the
investment return of the overall stock market.

INVESTMENT STRATEGIES

The Fund employs a passive management strategy designed to track the performance
of the Wilshire 5000 Total Market Index,  which consists of all the U.S.  common
stocks  regularly  traded on the New York and American  Stock  Exchanges and the
Nasdaq over-the-counter market. The Fund invests all or substantially all of its
assets in a  representative  sample of the stocks that comprise the Index. For a
description  of the Fund's  sampling  technique,  please see "Indexing  Methods"
under MORE ON THE FUNDS.


PRIMARY RISK
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.
Stock markets tend to move in cycles,  with periods of rising prices and periods
of falling prices.

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 since
the Fund's  inception.  The table  shows how the  Fund's  average  annual  total
returns for one and five calendar years and since  inception  compare with those
of the index  that the Fund seeks to track.  Keep in mind that the  Fund's  past
performance does not indicate how it will perform in the future.

- --------------------------------------------------------------------------------
                              ANNUAL TOTAL RETURNS
- --------------------------------------------------------------------------------
                                1993     10.62%
                                1994     -0.17%
                                1995     35.79%
                                1996     20.96%
                                1997     30.99%
                                1998     23.26%
                                1999     23.81%
- --------------------------------------------------------------------------------

Return  figures do not reflect the account  maintenance  fee imposed on accounts
with balances of less than $10,000 or the transaction  fee on purchases  through
1995.

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

     During the period shown in the bar chart, the highest return for a calendar
quarter was 21.51% (quarter ended December 31, 1998) and the lowest return for a
quarter was -12.07% (quarter ended September 30, 1998).
<PAGE>

                                                                               3

- --------------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------
                                                                     SINCE
                                              1 YEAR    5 YEARS    INCEPTION*
- --------------------------------------------------------------------------------
Vanguard Total Stock Market Index Fund**      23.81%     26.84%      19.80%
Wilshire 5000 Index                           23.77      27.11       20.11
- --------------------------------------------------------------------------------
 *April 27, 1992.

**Return figures do not reflect the account  maintenance fee imposed on accounts
  with balances  of less  than $10,000  or  the  transaction  fee  on  purchases
  through 1995.

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

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
      Transaction Fee on Purchases:                                     None*
      Sales Charge (Load) Imposed on Reinvested Dividends:              None
      Redemption Fee:                                                   None
      Exchange Fee:                                                     None
      Account Maintenance Fee (for accounts under $10,000):    $2.50/quarter**

      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the
      Fund's assets)
      Management Expenses:                                             0.18%
      12b-1 Distribution Fee:                                           None
      Other Expenses:                                                  0.02%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                           0.20%

      *The Fund reserves the right to deduct a transaction fee from future
       purchases of shares.
     **The account maintenance fee will be deducted from your quarterly
       distribution of the Fund's dividends. If your distribution is less
       than the fee, fractional shares will be automatically redeemed to
       make up the difference.

     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
- --------------------------------------------------------------------------------
           $20               $64              $113               $255
- --------------------------------------------------------------------------------

     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.
<PAGE>

4

- --------------------------------------------------------------------------------
ADDITIONAL INFORMATION

DIVIDENDS AND CAPITAL GAINS               MINIMUM INITIAL INVESTMENT
Dividends are distributed quarterly in    $3,000; $1,000 for IRAs and custodial
March, June, September, and December;     accounts for minors
capital gains, if any, are
distributed annually in December          NEWSPAPER ABBREVIATION
                                          TotSt
INVESTMENT ADVISER
The Vanguard Group, Valley Forge, Pa.,    VANGUARD FUND NUMBER
since inception                           085

INCEPTION DATE                            CUSIP NUMBER
April 27, 1992                            922908306

NET ASSETS (ALL SHARE CLASSES) AS OF      TICKER SYMBOL
DECEMBER 31, 1999                         VTSMX
$22.1 billion

SUITABLE FOR IRAS
Yes
- --------------------------------------------------------------------------------
<PAGE>

                                                                               5

FUND PROFILE--VANGUARD(R) 500 INDEX FUND

The following profile summarizes key features of Vanguard 500 Index Fund.

INVESTMENT OBJECTIVE
The Fund seeks to match the  performance of a benchmark  index that measures the
investment return of large-capitalization stocks.

INVESTMENT STRATEGIES

The Fund employs a passive management strategy designed to track the performance
of the  Standard & Poor's 500 Index,  which is  dominated by the stocks of large
U.S. companies. The Fund attempts to replicate the target index by investing all
or substantially  all of its assets in the stocks that comprise the Index. For a
description of the Fund's replication  technique,  please see "Indexing Methods"
under MORE ON THE FUNDS.


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.  Stock  markets  tend to move in  cycles,  with  periods of rising
     prices and periods of falling prices.
- -    The Fund is also subject to investment style risk, which is the chance that
     returns  from  large-capitalization  stocks will trail  returns  from other
     asset classes or the overall stock market. Large-capitalization stocks tend
     to go through cycles of doing  better--or  worse--than  the stock market in
     general.  These periods  have,  in the past,  lasted for as long as several
     years.

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 the index that the
Fund seeks to track.  Keep in mind that the  Fund's  past  performance  does not
indicate how it will perform in the future.

- --------------------------------------------------------------------------------
                              ANNUAL TOTAL RETURNS
- --------------------------------------------------------------------------------
                                1990     -3.32%
                                1991     30.22%
                                1992      7.42%
                                1993      9.89%
                                1994      1.18%
                                1995     37.45%
                                1996     22.88%
                                1997     33.19%
                                1998     28.62%
                                1999     21.07%
- --------------------------------------------------------------------------------
Return  figures do not reflect the account  maintenance  fee imposed on accounts
with balances of less than $10,000.
- --------------------------------------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was 21.39% (quarter ended December 31, 1998) and the lowest return for a
quarter was -13.76% (quarter ended September 30, 1990).
<PAGE>

6

- --------------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------
                                             1 YEAR     5 YEARS     10 YEARS
- --------------------------------------------------------------------------------
Vanguard 500 Index Fund*                     21.07%      28.49%      18.07%
S&P 500 Index                                21.04       28.56       18.21
- --------------------------------------------------------------------------------
*Return  figures do not reflect the account  maintenance fee imposed on accounts
 with balances of less than $10,000.
- --------------------------------------------------------------------------------

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
      Transaction Fee on Purchases:                                     None*
      Sales Charge (Load) Imposed on Reinvested Dividends:              None
      Redemption Fee:                                                   None
      Exchange Fee:                                                     None
      Account Maintenance Fee (for accounts under $10,000):    $2.50/quarter**

      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the
      Fund's assets)
      Management Expenses:                                             0.16%
      12b-1 Distribution Fee:                                           None
      Other Expenses:                                                  0.02%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                           0.18%

      *The Fund reserves the right to deduct a transaction fee from future
       purchases of shares.
     **The account maintenance fee will be deducted from your quarterly
       distribution of the Fund's dividends. If your distribution is less
       than the fee, fractional shares will be automatically redeemed to
       make up the difference.

     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
- --------------------------------------------------------------------------------
           $18               $58              $101               $230
- --------------------------------------------------------------------------------

     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.
<PAGE>

                                                                               7

- --------------------------------------------------------------------------------
ADDITIONAL INFORMATION

DIVIDENDS AND CAPITAL GAINS               MINIMUM INITIAL INVESTMENT
Dividends are distributed quarterly in    $3,000; $1,000 for IRAs and custodial
March, June, September, and December;     accounts for minors
capital gains, if any, are
distributed annually in December          NEWSPAPER ABBREVIATION
                                          500
INVESTMENT ADVISER
The Vanguard Group, Valley Forge, Pa.,    VANGUARD FUND NUMBER
since inception                           040

INCEPTION DATE                            CUSIP NUMBER
August 31, 1976                           922908108

NET ASSETS AS OF DECEMBER 31, 1999        TICKER SYMBOL
$104.7 billion                            VFINX

SUITABLE FOR IRAS
Yes
- --------------------------------------------------------------------------------
<PAGE>

8

FUND PROFILE--VANGUARD(R) EXTENDED MARKET INDEX FUND

The following profile  summarizes key features of Vanguard Extended Market Index
Fund.

INVESTMENT OBJECTIVE
The Fund seeks to match the  performance of a benchmark  index that measures the
investment return of mid- and small-capitalization stocks.

INVESTMENT STRATEGIES

The Fund employs a passive management strategy designed to track the performance
of the Wilshire 4500 Completion Index, a broadly  diversified index of stocks of
medium-size  and small U.S.  companies.  The Wilshire 4500 Index contains all of
the U.S.  common  stocks  regularly  traded on the New York and  American  Stock
Exchanges and the Nasdaq  over-the-counter  market, except those stocks included
in the S&P 500 Index. The Fund invests all or substantially all of its assets in
a representative sample of the stocks that comprise the Index. For a description
of the Fund's sampling  technique,  please see "Indexing  Methods" under MORE ON
THE FUNDS.


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.  Stock  markets  tend to move in  cycles,  with  periods of rising
     prices and periods of falling prices.
- -    The Fund is also subject to investment style risk, which is the chance that
     returns from mid- or  small-capitalization  stocks will trail  returns from
     other asset classes or the overall stock market.  Small- and mid-cap stocks
     historically  have been more  volatile in price than the  large-cap  stocks
     that dominate the S&P 500 Index,  and perform  differently than the overall
     stock market.

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 the index that the
Fund seeks to track.  Keep in mind that the  Fund's  past  performance  does not
indicate how it will perform in the future.

- --------------------------------------------------------------------------------
                              ANNUAL TOTAL RETURNS
- --------------------------------------------------------------------------------
                                1990    -14.05%
                                1991     41.85%
                                1992     12.47%
                                1993     14.49%
                                1994     -1.76%
                                1995     33.80%
                                1996     17.65%
                                1997     26.73%
                                1998      8.32%
                                1999     36.22%
- --------------------------------------------------------------------------------

Return  figures do not reflect the account  maintenance  fee imposed on accounts
with balances of less than $10,000 or the  transaction fee on purchases  through
March 31, 2000.

- --------------------------------------------------------------------------------
<PAGE>

                                                                               9

     During the period shown in the bar chart, the highest return for a calendar
quarter was 29.54% (quarter ended December 31, 1999) and the lowest return for a
quarter was -18.87% (quarter ended September 30, 1990).

- --------------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------
                                             1 YEAR     5 YEARS     10 YEARS
- --------------------------------------------------------------------------------
Vanguard Extended Market Index Fund*         36.22%      24.10%      16.33%
Wilshire 4500 Index                          35.37       23.65       16.16
- --------------------------------------------------------------------------------

*Return  figures do not reflect the account  maintenance fee imposed on accounts
 with  balances of less than $10,000 or the transaction fee on purchases through
 March 31, 2000.

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

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
      Transaction Fee on Purchases:                                None*
      Sales Charge (Load) Imposed on Reinvested Dividends:         None
      Redemption Fee:                                              None
      Exchange Fee:                                                None
      Account Maintenance Fee (for accounts under $10,000):    $10/year**

      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the
      Fund's assets)
      Management Expenses:                                        0.22%
      12b-1 Distribution Fee:                                      None
      Other Expenses:                                             0.03%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                      0.25%

      *The Fund reserves the right to deduct a transaction fee from future
       purchases of shares.
     **The account maintenance fee will be deducted from your annual
       distribution of the Fund's dividends. If your distribution is less
       than the fee, fractional shares will be automatically redeemed to
       make up the difference.

     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
- --------------------------------------------------------------------------------
            $26              $80              $141               $318
- --------------------------------------------------------------------------------

     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.
<PAGE>

10

- --------------------------------------------------------------------------------
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
The Vanguard Group, Valley Forge, Pa.,    NEWSPAPER ABBREVIATION
since inception                           Extnd

INCEPTION DATE                            VANGUARD FUND NUMBER
December 21, 1987                         098

NET ASSETS (ALL SHARE CLASSES) AS OF      CUSIP NUMBER
DECEMBER 31, 1999                         922908207
$5.1 billion
                                          TICKER SYMBOL
SUITABLE FOR IRAS                         VEXMX
Yes
- --------------------------------------------------------------------------------
<PAGE>

                                                                              11

FUND PROFILE--VANGUARD(R) MID-CAP INDEX FUND

The following profile summarizes key features of Vanguard Mid-Cap Index Fund.

INVESTMENT OBJECTIVE
The Fund seeks to match the  performance of a benchmark  index that measures the
investment return of mid-capitalization stocks.

INVESTMENT STRATEGIES

The Fund employs a passive management strategy designed to track the performance
of the  Standard  &  Poor's  MidCap  400  Index,  which is made up of a group of
medium-size U.S.  companies.  The Fund attempts to replicate the target index by
investing all or substantially all of its assets in the stocks that comprise the
Index.  For a  description  of the  Fund's  replication  technique,  please  see
"Indexing Methods" under MORE ON THE FUNDS.


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.  Stock  markets  tend to move in  cycles,  with  periods of rising
     prices and periods of falling prices.
- -    The Fund is also subject to investment style risk, which is the chance that
     returns from mid-capitalization  stocks will trail returns from other asset
     classes or the overall stock market.  Mid-cap stocks historically have been
     more volatile in price than the large-cap  stocks that dominate the S&P 500
     Index and perform differently than the overall stock market.

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 the one full calendar
year since its  inception.  The table shows how the Fund's  average annual total
returns for one year and since  inception  compare  with those of the index that
the Fund seeks to track.  Keep in mind that the Fund's past performance does not
indicate how it will perform in the future.

- --------------------------------------------------------------------------------
                              ANNUAL TOTAL RETURN
- --------------------------------------------------------------------------------
                                1999     15.32%
- --------------------------------------------------------------------------------
The return  figure  does not  reflect  the  account  maintenance  fee imposed on
accounts with balances of less than $10,000.
- --------------------------------------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was 17.27% (quarter ended December 31, 1999) and the lowest return for a
quarter was -8.20% (quarter ended September 30, 1999).
<PAGE>

12

- --------------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------
                                             1 YEAR          SINCE INCEPTION*
- --------------------------------------------------------------------------------
Vanguard Mid-Cap Index Fund**                15.32%               14.93%
S&P MidCap 400 Index                         14.72                14.12
- --------------------------------------------------------------------------------
 *May 21, 1998.
**Return figures do not reflect the account  maintenance fee imposed on accounts
  with balances of less than $10,000.
- --------------------------------------------------------------------------------

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
      Transaction Fee on Purchases:                                None*
      Sales Charge (Load) Imposed on Reinvested Dividends:         None
      Redemption Fee:                                              None
      Exchange Fee:                                                None
      Account Maintenance Fee (for accounts under $10,000):    $10/year**

      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the
      Fund's assets)
      Management Expenses:                                        0.22%
      12b-1 Distribution Fee:                                      None
      Other Expenses:                                             0.03%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                      0.25%

      *The Fund reserves the right to deduct a transaction fee from future
       purchases of shares.
     **The account maintenance fee will be deducted from your annual
       distribution of the Fund's dividends. If your distribution is less
       than the fee, fractional shares will be automatically redeemed to
       make up the difference.

     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
- --------------------------------------------------------------------------------
           $26               $80              $141               $318
- --------------------------------------------------------------------------------

     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.
<PAGE>

                                                                              13

- --------------------------------------------------------------------------------
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
The Vanguard Group, Valley Forge, Pa.,    NEWSPAPER ABBREVIATION
since inception                           MidCp

INCEPTION DATE                            VANGUARD FUND NUMBER
May 21, 1998                              859

NET ASSETS (ALL SHARE CLASSES) AS OF      CUSIP NUMBER
DECEMBER 31, 1999                         922908843
$748 million
                                          TICKER SYMBOL
SUITABLE FOR IRAS                         VIMSX
Yes
- --------------------------------------------------------------------------------
<PAGE>

14

FUND PROFILE--VANGUARD(R) SMALL-CAP INDEX FUND

The following profile summarizes key features of Vanguard Small-Cap Index Fund.

INVESTMENT OBJECTIVE
The Fund seeks to match the  performance of a benchmark  index that measures the
investment return of small-capitalization stocks.

INVESTMENT STRATEGIES

The Fund employs a passive management strategy designed to track the performance
of the Russell 2000 Small Stock Index, which is made up of the stocks of smaller
U.S.  companies.  The  Russell  2000 Index is  comprised  of the 2,000  smallest
companies  out of the 3,000  largest  U.S.  companies.  The Fund  invests all or
substantially  all of its assets in a  representative  sample of the stocks that
comprise the Index. For a description of the Fund's sampling  technique,  please
see "Indexing Methods" under MORE ON THE FUNDS.


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.  Stock  markets  tend to move in  cycles,  with  periods of rising
     prices and periods of falling prices.
- -    The Fund is also subject to investment style risk, which is the chance that
     returns  from  small-capitalization  stocks will trail  returns  from other
     asset classes or the overall stock market.  Small-cap  stocks  historically
     have been more  volatile in price than the  large-cap  stocks that dominate
     the S&P 500 Index, and perform differently than the overall stock market.

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 the index that the
Fund seeks to track.  Keep in mind that the  Fund's  past  performance  does not
indicate how it will perform in the future.

- --------------------------------------------------------------------------------
                              ANNUAL TOTAL RETURNS
- --------------------------------------------------------------------------------
                                1990    -18.13%
                                1991     45.26%
                                1992     18.20%
                                1993     18.70%
                                1994     -0.51%
                                1995     28.74%
                                1996     18.12%
                                1997     24.59%
                                1998     -2.61%
                                1999     23.13%
- --------------------------------------------------------------------------------

Return  figures do not reflect the account  maintenance  fee imposed on accounts
with balances of less than $10,000 or the  transaction fee on purchases  through
March 31, 2000.

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

     During the period shown in the bar chart, the highest return for a calendar
quarter was 29.29%  (quarter  ended March 31, 1991) and the lowest  return for a
quarter was -24.00% (quarter ended September 30, 1990).
<PAGE>

                                                                              15

- --------------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------
                                             1 YEAR     5 YEARS     10 YEARS
- --------------------------------------------------------------------------------
Vanguard Small-Cap Index Fund*               23.13%      17.84%      14.20%
Russell 2000 Index                           21.26       16.69       13.40
- --------------------------------------------------------------------------------

*Return  figures do not reflect the account  maintenance fee imposed on accounts
 with balances of less than  $10,000 or the transaction fee on purchases through
 March 31, 2000.

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

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
      Transaction Fee on Purchases:                                None*
      Sales Charge (Load) Imposed on Reinvested Dividends:         None
      Redemption Fee:                                              None
      Exchange Fee:                                                None
      Account Maintenance Fee (for accounts under $10,000):    $10/year**

      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the
      Fund's assets)
      Management Expenses:                                        0.21%
      12b-1 Distribution Fee:                                      None
      Other Expenses:                                             0.04%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                      0.25%

      *The Fund reserves the right to deduct a transaction fee from future
       purchases of shares.
     **The account maintenance fee will be deducted from your annual
       distribution of the Fund's dividends. If your distribution is less
       than the fee, fractional shares will be automatically redeemed to
       make up the difference.

     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
- --------------------------------------------------------------------------------
           $26               $80              $141               $318
- --------------------------------------------------------------------------------

     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.
<PAGE>

16

- --------------------------------------------------------------------------------
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
The Vanguard Group, Valley Forge, Pa.,    NEWSPAPER ABBREVIATION
since inception                           SmCap

INCEPTION DATE                            VANGUARD FUND NUMBER
October 3, 1960                           048

NET ASSETS (ALL SHARE CLASSES) AS OF      CUSIP NUMBER
DECEMBER 31, 1999                         922908702
$4.0 billion
                                          TICKER SYMBOL
SUITABLE FOR IRAS                         NAESX
Yes
- --------------------------------------------------------------------------------
<PAGE>

                                                                              17

FUND PROFILE--VANGUARD(R) VALUE INDEX FUND

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

INVESTMENT OBJECTIVE
The Fund seeks to match the  performance of a benchmark  index that measures the
investment return of large-capitalization value stocks.

INVESTMENT STRATEGIES

The Fund employs a passive management strategy designed to track the performance
of the Standard & Poor's  500/BARRA Value Index,  which includes those stocks of
the S&P 500 Index with  lower-than-average  price/book ratios. The Fund attempts
to  replicate  the target  index by investing  all or  substantially  all of its
assets in the stocks that comprise the Index.  For a  description  of the Fund's
replication technique, please see "Indexing Methods" under MORE ON THE FUNDS.


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.  Stock  markets  tend to move in  cycles,  with  periods of rising
     prices and periods of falling prices.
- -    The Fund is also subject to investment style risk, which is the chance that
     returns  from  large-capitalization  value  stocks will trail  returns from
     other asset classes or the overall  stock  market.  Value stocks tend to go
     through cycles of doing better--or worse--than the stock market in general.
     These periods have, in the past, lasted for as long as several years.

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 since
the Fund's  inception.  The table  shows how the  Fund's  average  annual  total
returns for one and five calendar years and since  inception  compare with those
of the index  that the Fund seeks to track.  Keep in mind that the  Fund's  past
performance does not indicate how it will perform in the future.

- --------------------------------------------------------------------------------
                              ANNUAL TOTAL RETURNS
- --------------------------------------------------------------------------------
                                1993     18.35%
                                1994     -0.73%
                                1995     36.94%
                                1996     21.86%
                                1997     29.77%
                                1998     14.64%
                                1999     12.57%
- --------------------------------------------------------------------------------
Return  figures do not reflect the account  maintenance  fee imposed on accounts
with balances of less than $10,000.
- --------------------------------------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was 17.50% (quarter ended December 31, 1998) and the lowest return for a
quarter was -12.96% (quarter ended September 30, 1998).
<PAGE>

18

 -------------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------
                                                                     SINCE
                                              1 YEAR    5 YEARS    INCEPTION*
- --------------------------------------------------------------------------------
Vanguard Value Index Fund**                   12.57%     22.82%      18.66%
S&P 500/BARRA Value Index                     12.72      22.94       18.81
- --------------------------------------------------------------------------------
 *November 2, 1992.
**Return figures do not reflect the account  maintenance fee imposed on accounts
  with balances of less than $10,000.
- --------------------------------------------------------------------------------

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
      Transaction Fee on Purchases:                                     None*
      Sales Charge (Load) Imposed on Reinvested Dividends:              None
      Redemption Fee:                                                   None
      Exchange Fee:                                                     None
      Account Maintenance Fee (for accounts under $10,000):    $2.50/quarter**

      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the
      Fund's assets)
      Management Expenses:                                             0.19%
      12b-1 Distribution Fee:                                           None
      Other Expenses:                                                  0.03%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                           0.22%

      *The Fund reserves the right to deduct a transaction fee from future
       purchases of shares.
     **The account maintenance fee will be deducted from your quarterly
       distribution of the Fund's dividends. If your distribution is less
       than the fee, fractional shares will be automatically redeemed to
       make up the difference.

     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
- --------------------------------------------------------------------------------
           $23               $71              $124               $280
- --------------------------------------------------------------------------------

     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.
<PAGE>

                                                                              19

- --------------------------------------------------------------------------------
ADDITIONAL INFORMATION

DIVIDENDS AND CAPITAL GAINS               MINIMUM INITIAL INVESTMENT
Dividends are distributed quarterly in    $3,000; $1,000 for IRAs and custodial
March, June, September, and December;     accounts for minors
capital gains, if any, are
distributed annually in December          NEWSPAPER ABBREVIATION
                                          Value
INVESTMENT ADVISER
The Vanguard Group, Valley Forge, Pa.,    VANGUARD FUND NUMBER
since inception                           006

INCEPTION DATE                            CUSIP NUMBER
November 2, 1992                          922908405

NET ASSETS (ALL SHARE CLASSES) AS OF      TICKER SYMBOL
DECEMBER 31, 1999                         VIVAX
$3.8 billion

SUITABLE FOR IRAS
Yes
- --------------------------------------------------------------------------------
<PAGE>

20

FUND PROFILE--VANGUARD(R) SMALL-CAP VALUE INDEX FUND

The following profile  summarizes key features of Vanguard Small-Cap Value Index
Fund.

INVESTMENT OBJECTIVE
The Fund seeks to match the  performance of a benchmark  index that measures the
investment return of small-capitalization value stocks.

INVESTMENT STRATEGIES

The Fund employs a passive management strategy designed to track the performance
of the Standard & Poor's SmallCap  600/BARRA  Value Index,  which includes those
stocks of the S&P SmallCap 600 Index with lower-than-average  price/book ratios.
The  Fund   attempts  to  replicate   the  target  index  by  investing  all  or
substantially  all of its assets in the stocks that  comprise  the Index.  For a
description of the Fund's replication  technique,  please see "Indexing Methods"
under MORE ON THE FUNDS.


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.  Stock  markets  tend to move in  cycles,  with  periods of rising
     prices and periods of falling prices.
- -    The Fund is also subject to investment style risk, which is the chance that
     returns  from  small-capitalization  value  stocks will trail  returns from
     other asset classes or the overall  stock  market.  Value stocks tend to go
     through cycles of doing better--or worse--than the stock market in general.
     In addition, small-cap stocks historically have been more volatile in price
     than the  large-cap  stocks that  dominate  the S&P 500 Index,  and perform
     differently than the overall stock market.

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 the one full calendar
year since its  inception.  The table shows how the Fund's  average annual total
returns for one year and since  inception  compare  with those of the index that
the Fund seeks to track.  Keep in mind that the Fund's past performance does not
indicate how it will perform in the future.

- --------------------------------------------------------------------------------
                              ANNUAL TOTAL RETURN
- --------------------------------------------------------------------------------
                                1999      3.35%
- --------------------------------------------------------------------------------
The return  figure  does not  reflect  the  account  maintenance  fee imposed on
accounts with balances of less than $10,000 or the transaction fee on purchases.
- --------------------------------------------------------------------------------
<PAGE>

                                                                              21

     During the period shown in the bar chart, the highest return for a calendar
quarter was 20.08%  (quarter  ended June 30,  1999) and the lowest  return for a
quarter was -9.50% (quarter ended March 31, 1999).

- --------------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------
                                             1 YEAR          SINCE INCEPTION*
- --------------------------------------------------------------------------------
Vanguard Small-Cap Value Index Fund**         2.83%              -6.31%
S&P SmallCap 600/BARRA Value Index            3.03               -6.73
- --------------------------------------------------------------------------------
 *May 21, 1998.
**Return figures do not reflect the account  maintenance fee imposed on accounts
  with  balances of less  than  $10,000 but do  reflect the  transaction  fee of
  0.50% on purchases.
- --------------------------------------------------------------------------------

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
      Transaction Fee on Purchases:                               0.50%*
      Sales Charge (Load) Imposed on Reinvested Dividends:         None
      Redemption Fee:                                              None
      Exchange Fee:                                                None
      Account Maintenance Fee (for accounts under $10,000):    $10/year**

      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the
      Fund's assets)
      Management Expenses:                                        0.20%
      12b-1 Distribution Fee:                                      None
      Other Expenses:                                             0.05%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                      0.25%

      *The transaction fee is deducted from all purchases (including  exchanges
       from other Vanguard funds) but not from reinvested dividends or capital
       gains.
     **The account maintenance fee will be deducted from your annual
       distribution of the Fund's dividends. If your distribution is
       less than the fee, fractional shares will be automatically redeemed to
       make up the difference.

     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
- --------------------------------------------------------------------------------
           $75              $130              $190               $367
- --------------------------------------------------------------------------------

     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.
<PAGE>

22

- --------------------------------------------------------------------------------
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
The Vanguard Group, Valley Forge, Pa.,    NEWSPAPER ABBREVIATION
since inception                           SmVal

INCEPTION DATE                            VANGUARD FUND NUMBER
May 21, 1998                              860

NET ASSETS (ALL SHARE CLASSES) AS OF      CUSIP NUMBER
DECEMBER 31, 1999                         922908793
$214 million
                                          TICKER SYMBOL
SUITABLE FOR IRAS                         VISVX
Yes
- --------------------------------------------------------------------------------
<PAGE>

                                                                              23

FUND PROFILE--VANGUARD(R) GROWTH INDEX FUND

The following profile summarizes key features of Vanguard Growth Index Fund.

INVESTMENT OBJECTIVE
The Fund seeks to match the  performance of a benchmark  index that measures the
investment return of large-capitalization growth stocks.

INVESTMENT STRATEGIES

The Fund employs a passive management strategy designed to track the performance
of the Standard & Poor's 500/BARRA Growth Index,  which includes those stocks of
the S&P 500 Index with higher-than-average  price/book ratios. The Fund attempts
to  replicate  the target  index by investing  all or  substantially  all of its
assets in the stocks that comprise the Index.  For a  description  of the Fund's
replication technique, please see "Indexing Methods" under MORE ON THE FUNDS.


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.
Stock markets tend to move in cycles,  with periods of rising prices and periods
of falling prices. The Fund is also subject to:
- -    Investment   style   risk,   which  is  the  chance   that   returns   from
     large-capitalization  growth  stocks  will trail  returns  from other asset
     classes or the  overall  stock  market.  Growth  stocks  tend to go through
     cycles of doing better--or  worse--than the stock market in general.  These
     periods have, in the past, lasted for as long as several years.

- -    Nondiversification  risk,  which is the chance that the Fund's  performance
     could be hurt  disproportionately  by a decline  in the price of just a few
     stocks. This is because the Fund invests a greater percentage of its assets
     in the stocks of fewer companies as compared with other mutual funds.

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 since
the Fund's  inception.  The table  shows how the  Fund's  average  annual  total
returns for one and five calendar years and since  inception  compare with those
of the index  that the Fund seeks to track.  Keep in mind that the  Fund's  past
performance does not indicate how it will perform in the future.

- --------------------------------------------------------------------------------
                              ANNUAL TOTAL RETURNS
- --------------------------------------------------------------------------------
                                1993      1.53%
                                1994      2.89%
                                1995     38.06%
                                1996     23.74%
                                1997     36.34%
                                1998     42.21%
                                1999     28.76%
- --------------------------------------------------------------------------------
Return  figures do not reflect the account  maintenance  fee imposed on accounts
with balances of less than $10,000.
- --------------------------------------------------------------------------------
<PAGE>

24

     During the period shown in the bar chart, the highest return for a calendar
quarter was 24.64% (quarter ended December 31, 1998) and the lowest return for a
quarter was -7.21% (quarter ended September 30, 1998).

- --------------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------
                                                                     SINCE
                                              1 YEAR    5 YEARS    INCEPTION*
- --------------------------------------------------------------------------------
Vanguard Growth Index Fund**                  28.76%     33.65%      23.74%
S&P 500/BARRA Growth Index                    28.25      33.64       23.84
- --------------------------------------------------------------------------------
 *November 2, 1992.
**Return figures do not reflect the account  maintenance fee imposed on accounts
  with balances of less than $10,000.
- --------------------------------------------------------------------------------

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
      Transaction Fee on Purchases:                                     None*
      Sales Charge (Load) Imposed on Reinvested Dividends:              None
      Redemption Fee:                                                   None
      Exchange Fee:                                                     None
      Account Maintenance Fee (for accounts under $10,000):    $2.50/quarter**

      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the
      Fund's assets)
      Management Expenses:                                             0.20%
      12b-1 Distribution Fee:                                           None
      Other Expenses:                                                  0.02%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                           0.22%

      *The Fund reserves the right to deduct a transaction fee from future
       purchases of shares.
     **The account maintenance fee will be deducted from your quarterly
       distribution of the Fund's dividends. If your distribution is less
       than the fee, fractional shares will be automatically redeemed to
       make up the difference.

     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
- --------------------------------------------------------------------------------
           $23               $71              $124               $280
- --------------------------------------------------------------------------------

     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.
<PAGE>

                                                                              25

- --------------------------------------------------------------------------------
ADDITIONAL INFORMATION

DIVIDENDS AND CAPITAL GAINS               MINIMUM INITIAL INVESTMENT
Dividends are distributed quarterly in    $3,000; $1,000 for IRAs and custodial
March, June, September, and December;     accounts for minors
capital gains, if any, are
distributed annually in December          NEWSPAPER ABBREVIATION
                                          Growth
INVESTMENT ADVISER
The Vanguard Group, Valley Forge, Pa.,    VANGUARD FUND NUMBER
since inception                           009

INCEPTION DATE                            CUSIP NUMBER
November 2, 1992                          922908504

NET ASSETS (ALL SHARE CLASSES) AS OF      TICKER SYMBOL
DECEMBER 31, 1999                         VIGRX
$15.7 billion

SUITABLE FOR IRAS
Yes
- --------------------------------------------------------------------------------
<PAGE>

26

FUND PROFILE--VANGUARD(R) SMALL-CAP GROWTH INDEX FUND

The following profile summarizes key features of Vanguard Small-Cap Growth Index
Fund.

INVESTMENT OBJECTIVE
The Fund seeks to match the  performance of a benchmark  index that measures the
investment return of small-capitalization growth stocks.

INVESTMENT STRATEGIES

The Fund employs a passive management strategy designed to track the performance
of the Standard & Poor's SmallCap  600/BARRA Growth Index,  which includes those
stocks of the S&P SmallCap 600 Index with higher-than-average price/book ratios.
The  Fund   attempts  to  replicate   the  target  index  by  investing  all  or
substantially  all of its assets in the stocks that  comprise  the Index.  For a
description of the Fund's replication  technique,  please see "Indexing Methods"
under MORE ON THE FUNDS.


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.  Stock  markets  tend to move in  cycles,  with  periods of rising
     prices and periods of falling prices.
- -    The Fund is also subject to investment style risk, which is the chance that
     returns from  small-capitalization  growth  stocks will trail  returns from
     other asset classes or the overall  stock market.  Growth stocks tend to go
     through cycles of doing better--or worse--than the stock market in general.
     In addition, small-cap stocks historically have been more volatile in price
     than the  large-cap  stocks that  dominate  the S&P 500 Index,  and perform
     differently than the overall stock market.

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 the one full calendar
year since its  inception.  The table shows how the Fund's  average annual total
returns for one year and since  inception  compare  with those of the index that
the Fund seeks to track.  Keep in mind that the Fund's past performance does not
indicate how it will perform in the future.

- --------------------------------------------------------------------------------
                              ANNUAL TOTAL RETURN
- --------------------------------------------------------------------------------
                                1999     19.80%
- --------------------------------------------------------------------------------
The return  figure  does not  reflect  the  account  maintenance  fee imposed on
accounts with balances of less than $10,000 or the transaction fee on purchases.
- --------------------------------------------------------------------------------
<PAGE>

                                                                              27

     During the period shown in the bar chart, the highest return for a calendar
quarter was 20.69% (quarter ended December 31, 1999) and the lowest return for a
quarter was -8.29% (quarter ended March 31, 1999).

- --------------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------
                                             1 YEAR          SINCE INCEPTION*
- --------------------------------------------------------------------------------
Vanguard Small-Cap Growth Index Fund**       19.20%               8.17%
S&P SmallCap 600/BARRA Growth Index          19.57                8.24
- --------------------------------------------------------------------------------
 *May 21, 1998.
**Return figures do not reflect the account  maintenance fee imposed on accounts
  with balances of less  than $10,000  but do  reflect  the  transaction  fee of
  0.50% on purchases.
- --------------------------------------------------------------------------------

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
      Transaction Fee on Purchases:                               0.50%*
      Sales Charge (Load) Imposed on Reinvested Dividends:         None
      Redemption Fee:                                              None
      Exchange Fee:                                                None
      Account Maintenance Fee (for accounts under $10,000):    $10/year**

      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the
      Fund's assets)
      Management Expenses:                                        0.20%
      12b-1 Distribution Fee:                                      None
      Other Expenses:                                             0.05%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                      0.25%

      *The transaction fee is deducted from all purchases (including exchanges
       from other Vanguard funds), but not from reinvested dividends or capital
       gains.
     **The account maintenance fee will be deducted from your annual
       distribution of the Fund's dividends. If your distribution is less
       than the fee, fractional shares will be automatically redeemed to
       make up the difference.

     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
- --------------------------------------------------------------------------------
           $75              $130              $190               $367
- --------------------------------------------------------------------------------

     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.
<PAGE>

28

- --------------------------------------------------------------------------------
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
The Vanguard Group, Valley Forge, Pa.,    NEWSPAPER ABBREVIATION
since inception                           SmGth

INCEPTION DATE                            VANGUARD FUND NUMBER
May 21, 1998                              861

NET ASSETS AS OF DECEMBER 31, 1999        CUSIP NUMBER
$167 million                              922908827

SUITABLE FOR IRAS                         TICKER SYMBOL
Yes                                       VISGX
- --------------------------------------------------------------------------------
<PAGE>

                                                                              29

MORE ON THE FUNDS

The following  sections discuss other important  features of Vanguard U.S. Stock
Index Funds.

WHY INVEST IN INDEX FUNDS?
Index funds appeal to many investors for a number of reasons:
- -    Variety of  investments.  Vanguard index funds  generally  invest in a wide
     variety of companies and industries.
- -    Relative consistency.  Because they seek to track market benchmarks,  index
     funds by  definition  will not  perform  dramatically  better or worse than
     their target indexes.
- -    Low cost.  Index  funds do not have  many of the  expenses  of an  actively
     managed  fund,  such as research  costs;  in  addition,  they keep  trading
     activity--and thus brokerage commissions--to a minimum.
- -    Low  realization  of capital gains.  Because an index fund typically  sells
     securities only to respond to redemption requests or to adjust its holdings
     to reflect a change in its target index, the fund's turnover rate--and thus
     its realization of taxable capital gains--is usually very low.

INDEXING METHODS
In seeking to track a particular index, a fund generally uses one of two methods
to select stocks.

     Some index funds hold each stock found in their target indexes in about the
same  proportions  as represented  in the indexes  themselves.  This is called a
"replication"  method.  For example,  if 5% of the S&P 500 Index were made up of
the stock of a specific  company,  a fund  tracking that index (such as Vanguard
500 Index Fund) would  invest about 5% of its assets in that  company.  The 500,
Mid-Cap, Value, Small-Cap Value, Growth, and Small-Cap Growth Index Funds employ
the replication method of indexing.
     Because it would be very  expensive  to buy and sell all of the stocks held
in certain  indexes (the  Wilshire 5000 Index,  for example,  included more than
7,000 stocks as of December 31, 1999),  many funds tracking these larger indexes
use a "sampling" technique. At Vanguard, we use a sophisticated computer program
to select a representative sample of stocks from a Fund's target index that will
resemble the full index in terms of industry weightings,  market capitalization,
price/earnings ratio, dividend yield, and other  characteristics.  For instance,
if 10% of the  Wilshire  5000 Index were made up of  utility  stocks,  the Total
Stock Market  Index Fund would  invest about 10% of its assets in some--but  not
all--of those utility  stocks.  The particular  utility  stocks  selected by the
Fund, as a group, would have investment  characteristics similar to those of the
utility  stocks in the Index.  Although the Funds'  adviser  attempts to closely
track the  performance  of the  index,  there is no  guarantee  that  securities
selected for a Fund will provide investment performance exactly matching that of
its target index. The Total Stock Market,  Extended Market,  and Small-Cap Index
Funds employ the sampling method of indexing.
     Each Fund seeks to provide investment results that correspond to its target
index. The correlation between the performance of a Fund and its target index is
expected  to be at least 95%.  (A  correlation  of 100% would  indicate  perfect
correlation.)

     The  following  table shows the number of stocks held by each of the Funds,
and the number of stocks in each Fund's target index, as of December 31, 1999.
<PAGE>

30

- --------------------------------------------------------------------------------
                                     NUMBER OF          NUMBER OF STOCKS
FUND                                STOCKS HELD         IN TARGET INDEX
- --------------------------------------------------------------------------------
Total Stock Market                     3,375                 7,093
500                                      507                   500
Extended Market                        2,843                 6,605
Mid-Cap                                  402                   400
Small-Cap                              1,768                 1,857
Value                                    398                   394
Small-Cap Value                          406                   403
Growth                                   110                   106
Small-Cap Growth                         198                   197
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                          GROWTH FUNDS AND VALUE FUNDS
Growth  investing  and value  investing  are two styles  employed  by stock fund
managers.   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 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  with such factors as
earnings and book value, and these stocks typically have above-average  dividend
yields.  Growth and value stocks have, in the past,  produced similar  long-term
returns,  though each  category has periods when it  outperforms  the other.  In
general,  growth funds 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). Value
funds, by contrast,  are appropriate for investors who want some dividend income
and the  potential  for capital  gains,  but are less  tolerant  of  share-price
fluctuations.
- --------------------------------------------------------------------------------

ADDITIONAL RISK INFORMATION

[FLAG] EACH FUND IS  SUBJECT  TO 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 STOCK PRICES AND PERIODS OF
     FALLING STOCK PRICES.

     To illustrate the volatility of stock prices, the following table shows the
best,  worst,  and average total returns for the U.S.  stock market over various
periods as measured by the S&P 500 Index, which--in addition to being the target
index for  Vanguard 500 Index  Fund--is a widely used  barometer of stock 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.
<PAGE>

                                                                              31

- --------------------------------------------------------------------------------
                      U.S. STOCK MARKET RETURNS (1926-1999)
- --------------------------------------------------------------------------------
                         1 YEAR       5 YEARS       10 YEARS       20 YEARS
- --------------------------------------------------------------------------------
Best                      54.2%        28.6%         19.9%          17.9%
Worst                    -43.1        -12.4          -0.9            3.1
Average                   13.2         11.0          11.1           11.1
- --------------------------------------------------------------------------------

     The table  covers all of the 1-, 5-,  10-,  and 20-year  periods  from 1926
through 1999. You can see, for example,  that while the average return on common
stocks for all of the 5-year periods was 11.0%,  returns for  individual  5-year
periods  ranged from a -12.4%  average  (from 1928 through  1932) to 28.6% (from
1995 through 1999).  These average  returns  reflect past  performance on common
stocks;  you should not regard  them as an  indication  of future  returns  from
either the stock market as a whole or any Fund in particular.
     Even  indexes  that  are  subsets  of the  S&P 500  Index--such  as the S&P
500/BARRA Value Index and the S&P 500/BARRA Growth Index (the target indexes for
the Value and  Growth  Index  Funds)--will  not  perform  in the same way as the
broader S&P 500 Index.  Historically,  stocks of the S&P  500/BARRA  Value Index
have been less  volatile  than the stocks  found in the  broader  S&P 500 Index;
stocks of the S&P 500/BARRA  Growth  Index,  on the other hand,  have  displayed
somewhat greater short-term volatility than the S&P 500 Index's stocks. However,
both value and growth  stocks have the  potential  at times to be more  volatile
than the broader market.

[FLAG] THE FUNDS ARE ALSO SUBJECT, IN VARYING DEGREES, TO INVESTMENT STYLE RISK,
     WHICH IS THE  CHANCE  THAT  RETURNS  FROM A  SPECIFIC  TYPE OF  STOCK  (FOR
     INSTANCE,  SMALL-CAP OR VALUE) WILL TRAIL  RETURNS FROM OTHER ASSET CLASSES
     OR THE OVERALL STOCK MARKET.  EACH TYPE OF STOCK TENDS 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.

RISK OF NONDIVERSIFICATION
[FLAG] As index  funds,  each of the U.S.  Stock  Index  Funds holds the largest
stocks in its target index in approximately the same percentages as those stocks
are represented in its index.  When a target index becomes less  diversified,  a
fund that  tracks  that  index  similarly  becomes  less  diversified.  This has
happened to the GROWTH  INDEX  FUND.  Due to the rapid  appreciation  of certain
stocks in its target index, the Fund's top four holdings, as of the date of this
prospectus,  represent more than 25% of its total assets. By tracking its target
index,  the Fund  technically has become  "nondiversified"  under SEC standards,
although  it  continues  to hold more than 100 stock  positions  in a variety of
market  sectors.  As the market values of the Fund's  largest  holdings rise and
fall,  there may be times when the Fund is  diversified  under SEC standards and
other  times when it is not.  Shareholders  in  Vanguard  Growth  Index Fund are
subject to the risk that the Fund's performance could be hurt disproportionately
by a decline in the price of just a few stocks.
     In the unlikely  event that the target  index of any of the other  Vanguard
U.S. Stock Index Funds becomes  dominated by just a few companies,  shareholders
in that Fund would similarly be subject to the risk of nondiversification.
<PAGE>

32

- --------------------------------------------------------------------------------
                                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 $12 billion;
mid-cap funds as those holding  stocks of companies  with a market value between
$1 billion and $12  billion;  and  small-cap  funds as those  typically  holding
stocks  of  companies  with a market  value of less  than $1  billion.  Vanguard
periodically reassesses these classifications.
- --------------------------------------------------------------------------------

TRANSACTION FEES AND ACCOUNT MAINTENANCE FEES
Some of  Vanguard's  index funds charge a  transaction  fee on purchases of fund
shares to offset the higher costs of trading  certain  securities,  particularly
small-company  stocks.  The  transaction fee ensures that these higher costs are
borne by the investors making the  transactions--and not by shareholders already
in the  fund  who do not  generate  the  costs.  All  transaction  fees are paid
directly into the fund itself  (unlike a sales charge or load that  non-Vanguard
funds may impose to compensate their sales representatives). Without transaction
fees, some index funds would have trouble tracking their target indexes.
     In addition,  Vanguard  assesses an account  maintenance  fee on index fund
shareholders whose account balances are below $10,000 (for any reason, including
a  decline  in the  value  of a  Fund's  shares)  on  the  date  a  dividend  is
distributed.  This fee is intended to allocate the costs of maintaining accounts
more  equitably  among  shareholders.   For  funds  that  distribute   dividends
quarterly,  the account maintenance fee is $2.50 per quarter,  deducted from the
quarterly  dividend,  which usually is distributed  during the last two weeks of
each calendar quarter. For funds that distribute dividends annually, the account
maintenance  fee is $10 per  year,  deducted  from the  annual  dividend,  which
usually is  distributed  during the last two weeks of the calendar  year. If the
fee is deducted from your dividend distribution,  you will still be taxed on the
full amount of your dividend  (unless you hold your shares  through a nontaxable
account). If you are due a dividend that is less than the fee, fractional shares
will be  automatically  redeemed to make up the  difference.  This fee cannot be
prepaid.

COSTS AND MARKET-TIMING
Some  investors  try to profit from a strategy  called  market-timing--switching
money into investments when they expect prices to rise and taking money out when
they  expect  prices 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 Funds have adopted the following policies, among others, designed
to discourage  short-term  trading:
- -    Each 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.
- -    Two  of  the  Funds  (Small-Cap  Value  and  Small-Cap   Growth)  charge  a
     transaction fee on purchases.
<PAGE>

                                                                              33

- -    There is a limit on the number of times you can exchange  into and out of a
     Fund (see "Redeeming Shares" in the INVESTING WITH VANGUARD section).
- -    Telephone and online exchanges are not permitted for non-IRA accounts.

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

- --------------------------------------------------------------------------------
                                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 achieves. Even seemingly small differences in fund expenses can, over time,
have a dramatic effect on a fund's performance.
- --------------------------------------------------------------------------------

TURNOVER RATE

Generally,  a  passively  managed  fund  sells  securities  only to  respond  to
redemption  requests  or to adjust the number of shares held to reflect a change
in the fund's target index.  Turnover rates for large-cap stock index funds tend
to be very low because large-cap indexes,  such as the S&P 500, typically do not
change much from year to year.  Turnover  rates for mid-cap and small-cap  stock
index  funds tend to be higher  (although  still  relatively  low,  compared  to
actively managed stock funds), because the indexes they track are more likely to
change as a result of mergers,  acquisitions,  business  failures,  or growth of
companies  than a larger-cap  index.  The turnover rate of each Fund for each of
the last five years (or since inception of the Fund, if shorter) is shown in the
FINANCIAL HIGHLIGHTS section of this prospectus.


- --------------------------------------------------------------------------------
                                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  December  31,  1999,  the  average  turnover  rate for
passively  managed  domestic  equity index funds  investing in common stocks was
approximately  18%; for all domestic stock funds,  the average turnover rate was
approximately 89%, according to Morningstar, Inc. (A turnover rate of 100% would
occur, for example, if a fund sold and replaced securities valued at 100% of its
net assets within a one-year period.)
- --------------------------------------------------------------------------------

INVESTMENT POLICIES
Each Fund  reserves the right to  substitute a different  index for the index it
currently tracks if the current index is  discontinued,  or for any other reason
determined  in good  faith by the  Fund's  Board  of  Trustees.  In  every  such
instance,  the substitute  index will measure the same general  market  (large-,
mid-, or small-cap, growth, or value) as the current index.
<PAGE>

34

     Each Fund may invest in foreign securities to the extent necessary to carry
out its investment  strategy of holding all, or a representative  sample, of the
stocks that comprise the index it tracks.  It is not expected that any Fund will
invest more than 5% of its assets in foreign securities.
     Although index funds, by their nature, tend to be tax-efficient  investment
vehicles, the Funds generally are managed without regard to tax ramifications.

     To track their target indexes as closely as possible,  the Funds attempt to
remain fully invested (at least 95% of total assets) in the stocks of the index.
To help stay fully  invested,  and to reduce  transaction  costs,  the Funds may
invest,  to a limited  extent,  in  futures  and  options  contracts,  warrants,
convertible securities, and swap agreements, which are 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.  Similar risks exist for
warrants  (securities  that permit their owners to purchase a specific number of
stock shares at a predetermined price),  convertible securities (securities that
may be exchanged for another  asset),  and swap  agreements  (contracts in which
each  party  agrees  to make  payments  to the  other  based on the  return of a
specified index or asset).
     For this  reason,  the  Funds  will  not use  futures,  options,  warrants,
convertible  securities,  or swap  agreements  for  speculative  purposes  or as
leveraged  investments  that  magnify  the gains or losses of an  investment.  A
Fund's  obligation  under futures  contracts  will not exceed 20% of that Fund's
total assets.
     The reasons for which a 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 FUNDS AND VANGUARD

The Funds are members of The Vanguard Group, a family of more than 35 investment
companies  with more than 100 funds holding assets worth more than $550 billion.
All of the 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>

                                                                              35

INVESTMENT ADVISER

The Vanguard Group (Vanguard), P.O. Box 2600, Valley Forge, PA 19482, founded in
1975,  serves as the Funds' adviser  through its Core  Management  Group.  As of
December  31,  1999,  Vanguard  served as adviser  for about  $371.4  billion in
assets.  Vanguard manages the Funds on an at-cost basis,  subject to the control
of the Trustees and  officers of the Funds.  For the fiscal year ended  December
31, 1999, the investment advisory expenses  represented an effective annual rate
of approximately 0.01% of each Fund's average net assets.
     The Funds have  authorized  Vanguard to choose brokers or dealers to handle
the purchase and sale of securities for the Funds, and to get the best available
price and most  favorable  execution  from  these  brokers  with  respect to all
transactions.  The Funds may  direct  Vanguard  to use a  particular  broker for
certain  transactions  in exchange for commission  rebates or research  services
provided to the Funds.

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                               THE FUNDS' ADVISER
The individual responsible for overseeing each Fund's investments is:

GEORGE U.  SAUTER,  Managing  Director of Vanguard and head of  Vanguard's  Core
Management  Group;  has worked in  investment  management  since  1985;  primary
responsibility  for Vanguard's  stock indexing policy and strategy since joining
the company in 1987; A.B., Dartmouth College; M.B.A., University of Chicago.
- --------------------------------------------------------------------------------


DIVIDENDS, CAPITAL GAINS, AND TAXES

FUND DISTRIBUTIONS
Each 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.  Income dividends for the Total Stock Market,  500, Value,
and Growth Index Funds generally are distributed in March, June, September,  and
December;  income  dividends  for  the  Extended  Market,  Mid-Cap,   Small-Cap,
Small-Cap  Value,  and Small-Cap Growth Index Funds generally are distributed in
December.  Capital gains distributions generally occur in December. In addition,
the Funds 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.
<PAGE>

36

- -    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 Funds' 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.

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 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.
- --------------------------------------------------------------------------------
<PAGE>

                                                                              37

- --------------------------------------------------------------------------------
                                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.
- --------------------------------------------------------------------------------


SHARE PRICE

Each 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).

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

     Funds  offering more than one class of shares  compute a separate net asset
value for each  share  class.  This is done by adding up the total  value of the
Fund's investments and other assets attributed to each share class,  subtracting
any of its liabilities (debts) attributed to each share class, and then dividing
by the number of Fund shares outstanding for each share class.
     The 500 Index Fund, which offers only one class of shares, computes its net
asset value by adding up the total value of its  investments  and other  assets,
subtracting any of its liabilities  (debts),  and then dividing by the number of
Fund 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.
     A NOTE ON  PRICING:  A 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 Funds' Board of Trustees.
     Each Fund's  share price can be found daily in the mutual fund  listings of
most major  newspapers  under the  heading  "Vanguard  Index  Funds."  Different
newspapers use different  abbreviations  for each Fund, but the most common are:
TOTST, 500, EXTND, MIDCP, SMCAP, VALUE, SMVAL, GROWTH, and SMGTH.
<PAGE>

38

FINANCIAL HIGHLIGHTS

The following  financial  highlights  tables are intended to help you understand
each Fund's  financial  performance for the past five years or since  inception,
and certain  information  reflects  financial results for a single Fund share in
each case.  The total returns in each table  represent the rate that an investor
would  have  earned  or lost each year 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 each Fund's financial
statements--is included in the Funds' most recent annual report to shareholders.
You may  have  the  annual  report  sent to you  without  charge  by  contacting
Vanguard.

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

This explanation uses the Total Stock Market Index Fund as an example.  The Fund
began fiscal 1999 with a net asset value (price) of $27.42 per share. During the
year,  the Fund earned  $0.317 per share from  investment  income  (interest and
dividends) and $6.133 per share from  investments  that had appreciated in value
or that were sold for higher prices than the Fund paid for them.

Shareholders received $0.650 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 income or capital gains.

The  earnings  ($6.450  per share)  minus the  distributions  ($0.650 per share)
resulted in a share price of $33.22 at the end of the year. This was an increase
of $5.80 per share (from  $27.42 at the  beginning  of the year to $33.22 at the
end of the year).  For a shareholder  who  reinvested the  distributions  in the
purchase of more shares, the total return from the Fund was 23.81% for the year.

As of December 31, 1999,  the Fund  (investor  shares only) had $18.1 billion in
net assets.  For the year,  its expense ratio was 0.20% ($2.00 per $1,000 of net
assets);  and net investment income amounted to 1.15% of its average net assets.
It sold and replaced securities valued at 3% of its net assets.
- --------------------------------------------------------------------------------
<PAGE>

                                                                              39

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
                                                       VANGUARD TOTAL STOCK MARKET INDEX FUND
                                                             YEAR ENDED DECEMBER 31,
                                           -------------------------------------------------------------
                                                1999         1998         1997         1996         1995
- ---------------------------------------------------------------------------------------------------------
<S>                                           <C>          <C>          <C>          <C>          <C>
NET ASSET VALUE, BEGINNING OF YEAR            $27.42       $22.64       $17.77       $15.04       $11.37
- ---------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                          .317         .336         .319          .29          .29
 Net Realized and Unrealized Gain (Loss)
   on Investments                              6.133        4.898        5.143         2.84         3.75
                                           --------------------------------------------------------------
   Total from Investment Operations            6.450        5.234        5.462         3.13         4.04
                                           --------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income          (.330)       (.329)       (.322)        (.29)        (.28)
 Distributions from Realized Capital Gains     (.320)       (.125)       (.270)        (.11)        (.09)
                                           --------------------------------------------------------------
   Total Distributions                         (.650)       (.454)       (.592)        (.40)        (.37)
- ---------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR                  $33.22       $27.42       $22.64       $17.77       $15.04
=========================================================================================================
TOTAL RETURN*                                 23.81%       23.26%       30.99%       20.96%       35.79%
=========================================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Year (Millions)          $18,133       $9,308       $5,092       $3,531       $1,571
 Ratio of Total Expenses to Average
   Net Assets                                  0.20%        0.20%        0.20%        0.22%        0.25%
 Ratio of Net Investment Income to Average
   Net Assets                                  1.15%        1.44%        1.65%        1.86%        2.14%
 Turnover Rate                                    3%           3%           2%           3%           3%
=========================================================================================================
*Total return figures do not reflect the 0.25% transaction fee on purchases through 1995 or the annual
 account maintenance fee of $10.
</TABLE>

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
                                                                 VANGUARD 500 INDEX FUND
                                                                 YEAR ENDED DECEMBER 31,
                                           --------------------------------------------------------------
                                                1999         1998         1997         1996         1995
- ---------------------------------------------------------------------------------------------------------
<S>                                          <C>          <C>           <C>          <C>          <C>
NET ASSET VALUE, BEGINNING OF YEAR           $113.95      $ 90.07       $69.17       $57.60       $42.97
- ---------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                         1.370         1.33         1.31         1.28         1.22
 Net Realized and Unrealized Gain (Loss)
   on Investments                             22.415        24.30        21.50        11.82        14.76
                                           --------------------------------------------------------------
   Total from Investment Operations           23.785        25.63        22.81        13.10        15.98
                                           --------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income         (1.410)       (1.33)       (1.32)       (1.28)       (1.22)
 Distributions from Realized Capital Gains     (.995)        (.42)        (.59)        (.25)        (.13)
                                           --------------------------------------------------------------
   Total Distributions                        (2.405)       (1.75)       (1.91)       (1.53)       (1.35)
- ---------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR                 $135.33      $113.95       $90.07       $69.17       $57.60
=========================================================================================================
TOTAL RETURN*                                 21.07%       28.62%       33.19%       22.88%       37.45%
=========================================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Year (Millions)         $104,652      $74,229      $49,358      $30,332      $17,372
 Ratio of Total Expenses to Average
   Net Assets                                  0.18%        0.18%        0.19%        0.20%        0.20%
 Ratio of Net Investment Income to Average
   Net Assets                                  1.13%        1.35%        1.66%        2.04%        2.38%
 Turnover Rate**                                  6%           6%           5%           5%           4%
=========================================================================================================
 *Total return figures do not reflect the annual account maintenance fee of $10.
**Turnover rates excluding in-kind redemptions were 3%, 3%, 3%, 2%, and 2%, respectively.
</TABLE>
<PAGE>

40

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
                                                                 VANGUARD EXTENDED MARKET INDEX FUND
                                                                      YEAR ENDED DECEMBER 31,
                                           --------------------------------------------------------------
                                                1999         1998         1997         1996         1995
- ---------------------------------------------------------------------------------------------------------
<S>                                           <C>          <C>          <C>          <C>          <C>
NET ASSET VALUE, BEGINNING OF YEAR            $30.63       $30.76       $26.20       $24.07       $18.52
- ---------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                          .297         .388         .351          .34          .30
 Net Realized and Unrealized Gain (Loss)
   on Investments                             10.101        2.025        6.479         3.85         5.95
                                           --------------------------------------------------------------
   Total from Investment Operations           10.398        2.413        6.830         4.19         6.25
                                           --------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income          (.318)       (.373)       (.360)        (.34)        (.30)
 Distributions from Realized Capital Gains    (3.640)      (2.170)      (1.910)       (1.72)        (.40)
                                           --------------------------------------------------------------
   Total Distributions                        (3.958)      (2.543)      (2.270)       (2.06)        (.70)
- ---------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR                  $37.07       $30.63       $30.76       $26.20       $24.07
=========================================================================================================
TOTAL RETURN*                                 36.22%        8.32%       26.73%       17.65%       33.80%
=========================================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Year (Millions)           $4,221       $2,939       $2,723       $2,099       $1,523
 Ratio of Total Expenses to Average
   Net Assets                                  0.25%        0.23%        0.23%        0.25%        0.25%
 Ratio of Net Investment Income to Average
   Net Assets                                  1.04%        1.21%        1.30%        1.42%        1.51%
 Turnover Rate                                   26%          27%          15%          22%          15%
=========================================================================================================
*Total return figures do not reflect transaction fees on purchases (0.25% from October 31, 1997 through
 March 31, 2000; 0.5% from 1995 through October 31, 1997) or the annual account maintenance fee of $10.
</TABLE>


<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
                                                                             VANGUARD MID-CAP INDEX FUND
                                                                              YEAR ENDED      APR.20* TO
                                                                           DEC. 31, 1999    DEC. 31,1998
- ---------------------------------------------------------------------------------------------------------
<S>                                                                            <C>                <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                           $10.79             $10.00
- ---------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                                                           .073               .053
 Net Realized and Unrealized Gain (Loss) on Investments                         1.448               .840
                                                                          -------------------------------
   Total from Investment Operations                                             1.521               .893
                                                                          -------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income                                           (.076)             (.053)
 Distributions from Realized Capital Gains                                      (.935)             (.050)
                                                                          -------------------------------
   Total Distributions                                                         (1.011)             (.103)
- ---------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                                 $11.30             $10.79
=========================================================================================================
TOTAL RETURN**                                                                 15.32%              8.55%
=========================================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period (Millions)                                            $605               $206
 Ratio of Total Expenses to Average Net Assets                                  0.25%             0.25%+
 Ratio of Net Investment Income to Average Net Assets                           0.99%             1.19%+
 Turnover Rate                                                                    38%                44%
=========================================================================================================
 *Subscription period for the Fund was April 20, 1998, to May 20, 1998, during which time all assets were
  held in money market instruments. Performance measurement begins May 21, 1998.
**Total return figures do not reflect the 0.25% transaction fee on purchases (from inception through
  February 28, 1999) or the annual account maintenance fee of $10.
 +Annualized.
</TABLE>
<PAGE>

                                                                              41


<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
                                                                 VANGUARD SMALL-CAP INDEX FUND
                                                                      YEAR ENDED DECEMBER 31,
                                           --------------------------------------------------------------
                                                1999         1998         1997         1996         1995
- ---------------------------------------------------------------------------------------------------------
<S>                                           <C>          <C>          <C>          <C>          <C>
NET ASSET VALUE, BEGINNING OF YEAR            $21.20       $23.75       $20.23       $18.61       $14.99
- ---------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                          .256         .311         .277          .26          .24
 Net Realized and Unrealized Gain (Loss)
   on Investments                              4.491       (1.007)       4.632         3.07         4.06
                                           --------------------------------------------------------------
   Total from Investment Operations            4.747        (.696)       4.909         3.33         4.30
                                           --------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income          (.267)       (.304)       (.274)        (.27)        (.23)
 Distributions from Realized Capital Gains    (2.080)      (1.550)      (1.115)       (1.44)        (.45)
                                           --------------------------------------------------------------
   Total Distributions                        (2.347)      (1.854)      (1.389)       (1.71)        (.68)
- ---------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR                  $23.60       $21.20       $23.75       $20.23       $18.61
=========================================================================================================
TOTAL RETURN*                                 23.13%       -2.61%       24.59%       18.12%       28.74%
=========================================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Year (Millions)           $3,553       $2,768       $2,652       $1,713         $971
 Ratio of Total Expenses to Average
   Net Assets                                  0.25%        0.24%        0.23%        0.25%        0.25%
 Ratio of Net Investment Income to Average
   Net Assets                                  1.25%        1.39%        1.38%        1.51%        1.58%
 Turnover Rate                                   42%          35%          29%          28%          28%
=========================================================================================================
*Total return figures do not reflect transaction fees on purchases (0.5% from 1996 through March 31, 2000;
 1.0% from 1995 through 1996) or the annual account maintenance fee of $10.
</TABLE>



<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
                                                                    VANGUARD VALUE INDEX FUND
                                                                      YEAR ENDED DECEMBER 31,
                                           --------------------------------------------------------------
                                                1999         1998         1997         1996         1995
- ---------------------------------------------------------------------------------------------------------
<S>                                           <C>          <C>          <C>          <C>          <C>
NET ASSET VALUE, BEGINNING OF YEAR            $22.51       $20.85       $17.02       $14.79       $11.12
- ---------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                          .355         .366          .38          .37          .41
 Net Realized and Unrealized Gain (Loss)
   on Investments                              2.342        2.647         4.57         2.81         3.66
                                           --------------------------------------------------------------
   Total from Investment Operations            2.697        3.013         4.95         3.18         4.07
                                           --------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income          (.362)       (.363)        (.37)        (.38)        (.40)
 Distributions from Realized Capital Gains    (1.955)       (.990)        (.75)        (.57)         ---
                                           --------------------------------------------------------------
   Total Distributions                        (2.317)      (1.353)       (1.12)        (.95)        (.40)
- ---------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR                  $22.89       $22.51       $20.85       $17.02       $14.79
=========================================================================================================
TOTAL RETURN*                                 12.57%       14.64%       29.77%       21.86%       36.94%
=========================================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Year (Millions)           $3,378       $2,421       $1,796       $1,016         $496
 Ratio of Total Expenses to Average
   Net Assets                                  0.22%        0.22%        0.20%        0.20%        0.20%
 Ratio of Net Investment Income to Average
   Net Assets                                  1.59%        1.72%        2.05%        2.54%        3.06%
 Turnover Rate                                   41%          33%          25%          29%          27%
=========================================================================================================
*Total return figures do not reflect the annual account maintenance fee of $10.
</TABLE>
<PAGE>

42

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
                                                                     VANGUARD SMALL-CAP VALUE INDEX FUND
                                                                          YEAR ENDED         APR. 20* TO
                                                                       DEC. 31, 1999       DEC. 31, 1998
- ---------------------------------------------------------------------------------------------------------
<S>                                                                            <C>                <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                           $8.74              $10.00
- ---------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                                                          .065                .045
 Net Realized and Unrealized Gain (Loss) on Investments                         .210              (1.250)
                                                                          -------------------------------
   Total from Investment Operations                                             .275              (1.205)
                                                                          -------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income                                          (.070)              (.055)
 Distributions from Realized Capital Gains                                     (.495)                 --
                                                                          -------------------------------
   Total Distributions                                                         (.565)              (.055)
- ---------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                                 $8.45              $ 8.74
=========================================================================================================
TOTAL RETURN**                                                                 3.35%             -12.47%
=========================================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period (Millions)                                           $204                $113
 Ratio of Total Expenses to Average Net Assets                                 0.25%              0.25%+
 Ratio of Net Investment Income to Average Net Assets                          0.96%              1.13%+
 Turnover Rate                                                                   80%                 53%
=========================================================================================================
 *Subscription period for the Fund was April 20, 1998, to May 20, 1998, during which time all assets were
  held in money market instruments. Performance measurement begins May 21, 1998.
**Total return figures do not reflect transaction fees on purchases (0.5% after February 28, 1999; 1.0%
  from inception through February 28, 1999) or the annual account maintenance fee of $10.
 +Annualized.
</TABLE>

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
                                                                    VANGUARD GROWTH INDEX FUND
                                                                      YEAR ENDED DECEMBER 31,
                                           --------------------------------------------------------------
                                                1999         1998         1997         1996         1995
- ---------------------------------------------------------------------------------------------------------
<S>                                           <C>          <C>          <C>          <C>          <C>
NET ASSET VALUE, BEGINNING OF YEAR            $31.67       $22.53       $16.90       $13.97       $10.28
- ---------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                          .207         .230          .23          .22          .21
 Net Realized and Unrealized Gain (Loss)
   on Investments                              8.821        9.244         5.88         3.07         3.68
                                           --------------------------------------------------------------
   Total from Investment Operations            9.028        9.474         6.11         3.29         3.89
                                           --------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income          (.228)       (.219)        (.23)        (.22)        (.20)
 Distributions from Realized Capital Gains    (1.040)       (.115)        (.25)        (.14)         ---
                                           --------------------------------------------------------------
   Total Distributions                        (1.268)       (.334)        (.48)        (.36)        (.20)
- ---------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR                  $39.43       $31.67       $22.53       $16.90       $13.97
=========================================================================================================
TOTAL RETURN*                                 28.76%       42.21%       36.34%       23.74%       38.06%
=========================================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Year (Millions)          $15,232       $6,644       $2,365         $787         $271
 Ratio of Total Expenses to Average
    Net Assets                                 0.22%        0.22%        0.20%        0.20%        0.20%
 Ratio of Net Investment Income to Average
   Net Assets                                  0.64%        0.92%        1.19%        1.57%        1.71%
 Turnover Rate                                   33%          29%          26%          29%          24%
=========================================================================================================
*Total return figures do not reflect the annual account maintenance fee of $10.
</TABLE>
<PAGE>

                                                                              43

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
                                                                    VANGUARD SMALL-CAP GROWTH INDEX FUND
                                                                         YEAR ENDED          APR. 20* TO
                                                                      DEC. 31, 1999        DEC. 31, 1998
- ---------------------------------------------------------------------------------------------------------
<S>                                                                          <C>                  <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                         $ 9.53               $10.00
- ---------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                                                         .025                  .03
 Net Realized and Unrealized Gain (Loss) on Investments                       1.860                 (.47)
                                                                          -------------------------------
   Total from Investment Operations                                           1.885                 (.44)
                                                                          -------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income                                         (.035)                (.03)
 Distributions from Realized Capital Gains                                       --                   --
                                                                          -------------------------------
   Total Distributions                                                        (.035)                (.03)
- ---------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                               $11.38               $ 9.53
=========================================================================================================
TOTAL RETURN**                                                               19.80%               -4.77%
=========================================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period (Millions)                                          $167                  $90
 Ratio of Total Expenses to Average Net Assets                                0.25%               0.25%+
 Ratio of Net Investment Income to Average Net Assets                         0.33%               0.63%+
 Turnover Rate                                                                  82%                  77%
=========================================================================================================
 *Subscription  period for the Fund was April 20, 1998, to May 20, 1998, during which time all assets were
  held in money market instruments. Performance measurement begins May 21, 1998.
**Total return figures do not reflect transaction fees on purchases (0.5% after February 28, 1999; 1.0% from
  inception through February 28, 1999) or the annual account maintenance fee of $10.
 +Annualized.
</TABLE>


"Standard & Poor's(R),"  "S&P(R)," "S&P 500(R)," "Standard & Poor's 500," "500,"
"S&P MidCap  400," and "S&P  SmallCap  600" are  trademarks  of The  McGraw-Hill
Companies,  Inc.,  and have been licensed for use by Vanguard  U.S.  Stock Index
Funds and The Vanguard  Group.  These mutual funds are not sponsored,  endorsed,
sold,  or  promoted  by  Standard  &  Poor's,  and  Standard  & Poor's  makes no
representation  regarding the advisability of investing in the Funds.  "Wilshire
4500" and "Wilshire  5000" are  registered  trademarks  of Wilshire  Associates.
Frank Russell Company is the owner of the trademarks and copyrights  relating to
the Russell Indexes.
<PAGE>

44

- --------------------------------------------------------------------------------
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 each Fund unless you notify us otherwise.

Note: Limitations do apply; see pages 48-49.
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
ACCESS VANGUARD(TM) www.vanguard.com [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 funds.
- -    Change your name/address.
<PAGE>

                                                                              45

- -    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>

46

BUYING SHARES

You buy your shares at a Fund's  next-determined  net asset value after Vanguard
receives your request.  As long as your request is received  before the close of
trading on the New York Stock Exchange,  generally 4 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
Each 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-(insert  appropriate Fund number;
see below)
Vanguard Total Stock Market Index Fund-85
Vanguard 500 Index Fund-40
Vanguard Extended Market Index Fund-98
Vanguard Mid-Cap Index Fund-859
Vanguard Small-Cap Index Fund-48
Vanguard Value Index Fund-06
Vanguard Small-Cap Value Index Fund-860
Vanguard Growth Index Fund-09
Vanguard Small-Cap Growth Index Fund-861

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
<PAGE>

                                                                              47

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.)

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 Total Stock Market Index Fund-85
Vanguard 500 Index Fund-40
Vanguard Extended Market Index Fund-98
Vanguard Mid-Cap Index Fund-859
<PAGE>

48

Vanguard Small-Cap Index Fund-48
Vanguard Value Index Fund-06
Vanguard Small-Cap Value Index Fund-860
Vanguard Growth Index Fund-09
Vanguard Small-Cap Growth Index Fund-861
[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  next-determined  net asset value after it is  received,  your
redemption  proceeds  will not be available  until  payment for your purchase is
collected, which may take up to ten calendar days.
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------


REDEEMING SHARES

This section  describes how you can redeem--that is, sell or exchange--a  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 51.

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 (only for IRAs and other  retirement  accounts),  by telephone (sell, but
not exchange), 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
<PAGE>

                                                                              49

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, a redemption check will be sent to your address of record.
- --------------------------------------------------------------------------------
ONLINE REQUESTS [COMPUTER]
ACCESS VANGUARD at www.vanguard.com
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 shares.

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
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
<PAGE>

50

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.

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 a 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.
- --------------------------------------------------------------------------------
<PAGE>

                                                                              51

- --------------------------------------------------------------------------------
FUND EXPRESS REDEMPTIONS
Vanguard  will  electronically  transfer  funds to your  pre-linked  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.

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
- --------------------------------------------------------------------------------
<PAGE>

52

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


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 a 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 adviser,  and the Fund's  financial  statements  which include a
listing of the Fund's holdings.
     To keep  each  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.
- --------------------------------------------------------------------------------
<PAGE>

                                                                              53

- --------------------------------------------------------------------------------
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 all nine Funds.
- --------------------------------------------------------------------------------
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>

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<PAGE>

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<PAGE>

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<PAGE>

GLOSSARY OF INVESTMENT TERMS

ACTIVE MANAGEMENT
An investment approach that seeks to exceed the average returns of the financial
markets.  Active  managers  rely on research,  market  forecasts,  and their own
judgment and experience in selecting securities to buy and sell.

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.

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.

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.

INDEX
An unmanaged group of securities whose overall performance is used as a standard
to measure investment performance.

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.

PASSIVE MANAGEMENT
A low-cost  investment strategy in which a mutual fund attempts to match--rather
than  outperform--a  particular  stock  or bond  market  index.  Also  known  as
indexing.

SECURITIES
Stocks,  bonds,  money market  instruments,  and  interests in other  investment
vehicles.

TOTAL RETURN
A percentage change,  over a specified time period, in a mutual fund's net asset
value,  with the ending net asset value adjusted to account for the reinvestment
of all distributions of dividends and capital gains.

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)]
                                                     Post Office Box 2600
                                                     Valley Forge, PA 19482-2600


FOR MORE INFORMATION
If you'd like more information about
Vanguard U.S. Stock Index Funds,
the following documents are
available free upon request:

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

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

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

To receive a free copy of the latest
annual or semiannual report or the
SAI, or to request additional
information about the Funds 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 Funds (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 Funds
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.

Funds' Investment Company Act file
number: 811-2652

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

P040N-04/21/2000
<PAGE>

                                                   VANGUARD(R)
                                                   U.S. STOCK INDEX
                                                   FUNDS

                                                   Participant Prospectus
                                                   April 21, 2000

VANGUARD TOTAL STOCK
MARKET INDEX FUND

VANGUARD 500
INDEX FUND

VANGUARD EXTENDED
MARKET INDEX FUND

VANGUARD MID-CAP
INDEX FUND

VANGUARD SMALL-CAP
INDEX FUND

VANGUARD VALUE
INDEX FUND

VANGUARD SMALL-CAP
VALUE INDEX FUND

VANGUARD GROWTH
INDEX FUND

VANGUARD SMALL-CAP
GROWTH INDEX FUND

This prospectus contains
financial data for the
Funds through the
fiscal year ended
December 31, 1999.

                                                   [MEMBERS OF
                                                   THE VANGUARD GROUP(R)]
<PAGE>

VANGUARD U.S. STOCK INDEX FUNDS
Participant Prospectus
April 21, 2000


- --------------------------------------------------------------------------------
CONTENTS
- --------------------------------------------------------------------------------
 1 AN INTRODUCTION TO INDEX FUNDS         29 MORE ON THE FUNDS

 2 FUND PROFILES                          34 THE FUNDS AND VANGUARD

    2 Vanguard Total Stock Market         34 INVESTMENT ADVISER
      Index Fund
                                          35 DIVIDENDS, CAPITAL GAINS, AND TAXES
    5 Vanguard 500 Index Fund
                                          36 SHARE PRICE
    8 Vanguard Extended Market
      Index Fund                          36 FINANCIAL HIGHLIGHTS

   11 Vanguard Mid-Cap Index Fund         42 INVESTING WITH VANGUARD

   14 Vanguard Small-Cap Index Fund       43 ACCESSING FUND INFORMATION BY
                                             COMPUTER
   17 Vanguard Value Index Fund
                                          GLOSSARY (inside back cover)
   20 Vanguard Small-Cap Value
      Index Fund

   23 Vanguard Growth Index Fund

   26 Vanguard Small-Cap Growth
      Index Fund
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
WHY READING THIS PROSPECTUS IS IMPORTANT
This prospectus  explains the objectives,  risks, and strategies of the Vanguard
U.S. Stock Index Funds. 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  which  Funds,  if any,  are the right
investments for you. We suggest that you keep it for future reference.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
IMPORTANT NOTE
Each of the  Vanguard  U.S.  Stock Index Funds  offers two  separate  classes of
shares: Investor and Institutional (except Vanguard 500 Index Fund, which offers
only Investor  Shares).  Investor  Shares,  which have an investment  minimum of
$3,000  ($1,000  for IRAs),  are  offered  by two  separate  prospectuses.  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.

Institutional  Shares have an investment minimum of $10 million and generally do
not require special  employee  benefit plan services.  Institutional  Shares are
offered  by  another  prospectus,  which you can  obtain by  calling  Vanguard's
Institutional Investor Group at 1-800-523-1036.

Note that the Funds'  separate  share  classes  have  different  expenses;  as a
result, their investment performances will vary.
- --------------------------------------------------------------------------------


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.
<PAGE>

                                                                               1

AN INTRODUCTION TO INDEX FUNDS

WHAT IS INDEXING?
An index is an unmanaged group of securities  whose overall  performance is used
as a standard to measure the investment  performance of a particular  market. An
index (or "passively managed") fund tries to match, as closely as possible,  the
performance of an established  target index.  The fund does this by holding all,
or a representative sample, of the securities that constitute the index.
     Stock index  funds may seek to track  indexes  that hold a certain  type of
stock--such as growth or value,  small-cap or large-cap,  or those from just one
industry--or  they may seek to track  indexes that consist of a broader range of
stocks--for example, the entire U.S. stock market.
     Index funds do not have active managers,  who buy and sell securities based
on research and analysis in an attempt to  outperform a particular  benchmark or
the market as a whole.  Rather,  index funds  simply  attempt to mirror what the
target index does, for better or worse.

     KEEP IN MIND THAT AN INDEX  FUND HAS  OPERATING  EXPENSES  AND  TRANSACTION
COSTS;  A MARKET INDEX DOES NOT.  THEREFORE,  AN INDEX  FUND--WHILE  EXPECTED TO
TRACK ITS TARGET INDEX AS CLOSELY AS POSSIBLE--WILL TYPICALLY BE UNABLE TO MATCH
THE PERFORMANCE OF THE INDEX EXACTLY.

WHAT INDEX FUNDS DOES VANGUARD OFFER?
Vanguard  offers a variety of stock (both U.S.  and  international),  bond,  and
balanced index funds. This prospectus provides information about Vanguard's U.S.
Stock Index  Funds.  There are nine such  funds,  each of which seeks to track a
different segment of the U.S. stock market:

- --------------------------------------------------------------------------------
FUND                                           SEEKS TO TRACK
- --------------------------------------------------------------------------------
Vanguard Total Stock Market Index Fund         The overall stock market
Vanguard 500 Index Fund                        Large-cap stocks
Vanguard Extended Market Index Fund            Mid- and small-cap stocks
Vanguard Mid-Cap Index Fund                    Mid-cap stocks
Vanguard Small-Cap Index Fund                  Small-cap stocks
Vanguard Value Index Fund                      Large-cap value stocks
Vanguard Small-Cap Value Index Fund            Small-cap value stocks
Vanguard Growth Index Fund                     Large-cap growth stocks
Vanguard Small-Cap Growth Index Fund           Small-cap growth stocks
- --------------------------------------------------------------------------------

     This prospectus contains profiles that summarize key features of each Fund.
Following  the profiles,  there is important  additional  information  about the
Funds.
<PAGE>

2

FUND PROFILE--VANGUARD(R) TOTAL STOCK MARKET INDEX FUND

The following  profile  summarizes  key features of Vanguard  Total Stock Market
Index Fund.

INVESTMENT OBJECTIVE
The Fund seeks to match the  performance of a benchmark  index that measures the
investment return of the overall stock market.

INVESTMENT STRATEGIES

The Fund employs a passive management strategy designed to track the performance
of the Wilshire 5000 Total Market Index,  which consists of all the U.S.  common
stocks  regularly  traded on the New York and American  Stock  Exchanges and the
Nasdaq over-the-counter market. The Fund invests all or substantially all of its
assets in a  representative  sample of the stocks that comprise the Index. For a
description  of the Fund's  sampling  technique,  please see "Indexing  Methods"
under MORE ON THE FUNDS.


PRIMARY RISK
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.
Stock markets tend to move in cycles,  with periods of rising prices and periods
of falling prices.

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 since
the Fund's  inception.  The table  shows how the  Fund's  average  annual  total
returns for one and five calendar years and since  inception  compare with those
of the index  that the Fund seeks to track.  Keep in mind that the  Fund's  past
performance does not indicate how it will perform in the future.

- --------------------------------------------------------------------------------
                              ANNUAL TOTAL RETURNS
- --------------------------------------------------------------------------------
                                1993     10.62%
                                1994     -0.17%
                                1995     35.79%
                                1996     20.96%
                                1997     30.99%
                                1998     23.26%
                                1999     23.81%
- --------------------------------------------------------------------------------

Return figures do not reflect the transaction fee on purchases through 1995.

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

     During the period shown in the bar chart, the highest return for a calendar
quarter was 21.51% (quarter ended December 31, 1998) and the lowest return for a
quarter was -12.07% (quarter ended September 30, 1998).
<PAGE>

                                                                               3

- --------------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------
                                                                     SINCE
                                              1 YEAR    5 YEARS    INCEPTION*
- --------------------------------------------------------------------------------
Vanguard Total Stock Market Index Fund**      23.81%     26.84%      19.80%
Wilshire 5000 Index                           23.77      27.11       20.11
- --------------------------------------------------------------------------------
 *April 27, 1992.

**Return figures do not reflect the transaction fee on purchases through 1995.

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

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
      Transaction Fee 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:                                             0.18%
      12b-1 Distribution Fee:                                           None
      Other Expenses:                                                  0.02%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                           0.20%

      *The Fund reserves the right to deduct a transaction fee from future
       purchases of shares.

     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
- --------------------------------------------------------------------------------
           $20               $64              $113               $255
- --------------------------------------------------------------------------------

     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.
<PAGE>

4

- --------------------------------------------------------------------------------
ADDITIONAL INFORMATION

DIVIDENDS AND CAPITAL GAINS               NEWSPAPER ABBREVIATION
Dividends are distributed quarterly in    TotSt
March, June, September, and December;
capital gains, if any, are                VANGUARD FUND NUMBER
distributed annually in December          085

INVESTMENT ADVISER                        CUSIP NUMBER
The Vanguard Group, Valley Forge, Pa.,    922908306
since inception
                                          TICKER SYMBOL
INCEPTION DATE                            VTSMX
April 27, 1992

NET ASSETS (ALL SHARE CLASSES) AS OF
DECEMBER 31, 1999
$22.1 billion
- --------------------------------------------------------------------------------
<PAGE>

                                                                               5

FUND PROFILE--VANGUARD(R) 500 INDEX FUND

The following profile summarizes key features of Vanguard 500 Index Fund.

INVESTMENT OBJECTIVE
The Fund seeks to match the  performance of a benchmark  index that measures the
investment return of large-capitalization stocks.

INVESTMENT STRATEGIES

The Fund employs a passive management strategy designed to track the performance
of the  Standard & Poor's 500 Index,  which is  dominated by the stocks of large
U.S. companies. The Fund attempts to replicate the target index by investing all
or substantially  all of its assets in the stocks that comprise the Index. For a
description of the Fund's replication  technique,  please see "Indexing Methods"
under MORE ON THE FUNDS.


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.  Stock  markets  tend to move in  cycles,  with  periods of rising
     prices and periods of falling prices.
- -    The Fund is also subject to investment style risk, which is the chance that
     returns  from  large-capitalization  stocks will trail  returns  from other
     asset classes or the overall stock market. Large-capitalization stocks tend
     to go through cycles of doing  better--or  worse--than  the stock market in
     general.  These periods  have,  in the past,  lasted for as long as several
     years.

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 the index that the
Fund seeks to track.  Keep in mind that the  Fund's  past  performance  does not
indicate how it will perform in the future.

- --------------------------------------------------------------------------------
                              ANNUAL TOTAL RETURNS
- --------------------------------------------------------------------------------
                                1990     -3.32%
                                1991     30.22%
                                1992      7.42%
                                1993      9.89%
                                1994      1.18%
                                1995     37.45%
                                1996     22.88%
                                1997     33.19%
                                1998     28.62%
                                1999     21.07%
- --------------------------------------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was 21.39% (quarter ended December 31, 1998) and the lowest return for a
quarter was -13.76% (quarter ended September 30, 1990).
<PAGE>

6

- --------------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------
                                             1 YEAR     5 YEARS     10 YEARS
- --------------------------------------------------------------------------------
Vanguard 500 Index Fund                      21.07%      28.49%      18.07%
S&P 500 Index                                21.04       28.56       18.21
- --------------------------------------------------------------------------------

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
      Transaction Fee 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:                                             0.16%
      12b-1 Distribution Fee:                                           None
      Other Expenses:                                                  0.02%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                           0.18%

      *The Fund reserves the right to deduct a transaction fee from future
       purchases of shares.

     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
- --------------------------------------------------------------------------------
           $18               $58              $101               $230
- --------------------------------------------------------------------------------

     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.
<PAGE>

                                                                               7

- --------------------------------------------------------------------------------
ADDITIONAL INFORMATION

DIVIDENDS AND CAPITAL GAINS               NEWSPAPER ABBREVIATION
Dividends are distributed quarterly in    500
March, June, September, and December;
capital gains, if any, are                VANGUARD FUND NUMBER
distributed annually in December          040

INVESTMENT ADVISER                        CUSIP NUMBER
The Vanguard Group, Valley Forge, Pa.,    922908108
since inception
                                          TICKER SYMBOL
INCEPTION DATE                            VFINX
August 31, 1976

NET ASSETS AS OF DECEMBER 31, 1999
$104.7 billion
- --------------------------------------------------------------------------------
<PAGE>

8

FUND PROFILE--VANGUARD(R) EXTENDED MARKET INDEX FUND

The following profile  summarizes key features of Vanguard Extended Market Index
Fund.

INVESTMENT OBJECTIVE
The Fund seeks to match the  performance of a benchmark  index that measures the
investment return of mid- and small-capitalization stocks.

INVESTMENT STRATEGIES

The Fund employs a passive management strategy designed to track the performance
of the Wilshire 4500 Completion Index, a broadly  diversified index of stocks of
medium-size  and small U.S.  companies.  The Wilshire 4500 Index contains all of
the U.S.  common  stocks  regularly  traded on the New York and  American  Stock
Exchanges and the Nasdaq  over-the-counter  market, except those stocks included
in the S&P 500 Index. The Fund invests all or substantially all of its assets in
a representative sample of the stocks that comprise the Index. For a description
of the Fund's sampling  technique,  please see "Indexing  Methods" under MORE ON
THE FUNDS.


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.  Stock  markets  tend to move in  cycles,  with  periods of rising
     prices and periods of falling prices.
- -    The Fund is also subject to investment style risk, which is the chance that
     returns from mid- or  small-capitalization  stocks will trail  returns from
     other asset classes or the overall stock market.  Small- and mid-cap stocks
     historically  have been more  volatile in price than the  large-cap  stocks
     that dominate the S&P 500 Index,  and perform  differently than the overall
     stock market.

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 the index that the
Fund seeks to track.  Keep in mind that the  Fund's  past  performance  does not
indicate how it will perform in the future.

- --------------------------------------------------------------------------------
                              ANNUAL TOTAL RETURNS
- --------------------------------------------------------------------------------
                                1990    -14.05%
                                1991     41.85%
                                1992     12.47%
                                1993     14.49%
                                1994     -1.76%
                                1995     33.80%
                                1996     17.65%
                                1997     26.73%
                                1998      8.32%
                                1999     36.22%
- --------------------------------------------------------------------------------

Return figures do not reflect the transaction fee on purchases through March 31,
2000.

- --------------------------------------------------------------------------------
<PAGE>

                                                                               9

     During the period shown in the bar chart, the highest return for a calendar
quarter was 29.54% (quarter ended December 31, 1999) and the lowest return for a
quarter was -18.87% (quarter ended September 30, 1990).

- --------------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------
                                             1 YEAR     5 YEARS     10 YEARS
- --------------------------------------------------------------------------------
Vanguard Extended Market Index Fund*         36.22%      24.10%      16.33%
Wilshire 4500 Index                          35.37       23.65       16.16
- --------------------------------------------------------------------------------

*Return figures do not reflect the  transaction  fee on purchases  through March
31, 2000.

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

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
      Transaction Fee 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:                                        0.22%
      12b-1 Distribution Fee:                                      None
      Other Expenses:                                             0.03%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                      0.25%

      *The Fund reserves the right to deduct a transaction fee from future
       purchases of shares.

     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
- --------------------------------------------------------------------------------
            $26              $80              $141               $318
- --------------------------------------------------------------------------------

     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.
<PAGE>

10

- --------------------------------------------------------------------------------
ADDITIONAL INFORMATION

DIVIDENDS AND CAPITAL GAINS               NEWSPAPER ABBREVIATION
Distributed annually in December          Extnd

INVESTMENT ADVISER                        VANGUARD FUND NUMBER
The Vanguard Group, Valley Forge, Pa.,    098
since inception
                                          CUSIP NUMBER
INCEPTION DATE                            922908207
December 21, 1987
                                          TICKER SYMBOL
NET ASSETS (ALL SHARE CLASSES) AS OF      VEXMX
DECEMBER 31, 1999
$5.1 billion
- --------------------------------------------------------------------------------
<PAGE>

                                                                              11

FUND PROFILE--VANGUARD(R) MID-CAP INDEX FUND

The following profile summarizes key features of Vanguard Mid-Cap Index Fund.

INVESTMENT OBJECTIVE
The Fund seeks to match the  performance of a benchmark  index that measures the
investment return of mid-capitalization stocks.

INVESTMENT STRATEGIES

The Fund employs a passive management strategy designed to track the performance
of the  Standard  &  Poor's  MidCap  400  Index,  which is made up of a group of
medium-size U.S.  companies.  The Fund attempts to replicate the target index by
investing all or substantially all of its assets in the stocks that comprise the
Index.  For a  description  of the  Fund's  replication  technique,  please  see
"Indexing Methods" under MORE ON THE FUNDS.


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.  Stock  markets  tend to move in  cycles,  with  periods of rising
     prices and periods of falling prices.
- -    The Fund is also subject to investment style risk, which is the chance that
     returns from mid-capitalization  stocks will trail returns from other asset
     classes or the overall stock market.  Mid-cap stocks historically have been
     more volatile in price than the large-cap  stocks that dominate the S&P 500
     Index and perform differently than the overall stock market.

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 the one full calendar
year since its  inception.  The table shows how the Fund's  average annual total
returns for one year and since  inception  compare  with those of the index that
the Fund seeks to track.  Keep in mind that the Fund's past performance does not
indicate how it will perform in the future.

- --------------------------------------------------------------------------------
                              ANNUAL TOTAL RETURN
- --------------------------------------------------------------------------------
                                1999     15.32%
- --------------------------------------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was 17.27% (quarter ended December 31, 1999) and the lowest return for a
quarter was -8.20% (quarter ended September 30, 1999).
<PAGE>

12

- --------------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------
                                             1 YEAR          SINCE INCEPTION*
- --------------------------------------------------------------------------------
Vanguard Mid-Cap Index Fund                  15.32%               14.93%
S&P MidCap 400 Index                         14.72                14.12
- --------------------------------------------------------------------------------
*May 21, 1998.
- --------------------------------------------------------------------------------

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
      Transaction Fee 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:                                        0.22%
      12b-1 Distribution Fee:                                      None
      Other Expenses:                                             0.03%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                      0.25%

      *The Fund reserves the right to deduct a transaction fee from future
       purchases of shares.

     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
- --------------------------------------------------------------------------------
           $26               $80              $141               $318
- --------------------------------------------------------------------------------

     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.
<PAGE>

                                                                              13

- --------------------------------------------------------------------------------
ADDITIONAL INFORMATION

DIVIDENDS AND CAPITAL GAINS               NEWSPAPER ABBREVIATION
Distributed annually in December          MidCp

INVESTMENT ADVISER                        VANGUARD FUND NUMBER
The Vanguard Group, Valley Forge, Pa.,    859
since inception
                                          CUSIP NUMBER
INCEPTION DATE                            922908843
May 21, 1998
                                          TICKER SYMBOL
NET ASSETS (ALL SHARE CLASSES) AS OF      VIMSX
DECEMBER 31, 1999
$748 million
- --------------------------------------------------------------------------------
<PAGE>

14

FUND PROFILE--VANGUARD(R) SMALL-CAP INDEX FUND

The following profile summarizes key features of Vanguard Small-Cap Index Fund.

INVESTMENT OBJECTIVE
The Fund seeks to match the  performance of a benchmark  index that measures the
investment return of small-capitalization stocks.

INVESTMENT STRATEGIES

The Fund employs a passive management strategy designed to track the performance
of the Russell 2000 Small Stock Index, which is made up of the stocks of smaller
U.S.  companies.  The  Russell  2000 Index is  comprised  of the 2,000  smallest
companies  out of the 3,000  largest  U.S.  companies.  The Fund  invests all or
substantially  all of its assets in a  representative  sample of the stocks that
comprise the Index. For a description of the Fund's sampling  technique,  please
see "Indexing Methods" under MORE ON THE FUNDS.


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.  Stock  markets  tend to move in  cycles,  with  periods of rising
     prices and periods of falling prices.
- -    The Fund is also subject to investment style risk, which is the chance that
     returns  from  small-capitalization  stocks will trail  returns  from other
     asset classes or the overall stock market.  Small-cap  stocks  historically
     have been more  volatile in price than the  large-cap  stocks that dominate
     the S&P 500 Index, and perform differently than the overall stock market.

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 the index that the
Fund seeks to track.  Keep in mind that the  Fund's  past  performance  does not
indicate how it will perform in the future.

- --------------------------------------------------------------------------------
                              ANNUAL TOTAL RETURNS
- --------------------------------------------------------------------------------
                                1990    -18.13%
                                1991     45.26%
                                1992     18.20%
                                1993     18.70%
                                1994     -0.51%
                                1995     28.74%
                                1996     18.12%
                                1997     24.59%
                                1998     -2.61%
                                1999     23.13%
- --------------------------------------------------------------------------------

Return figures do not reflect the transaction fee on purchases through March 31,
2000.

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

     During the period shown in the bar chart, the highest return for a calendar
quarter was 29.29%  (quarter  ended March 31, 1991) and the lowest  return for a
quarter was -24.00% (quarter ended September 30, 1990).
<PAGE>

                                                                              15

- --------------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------
                                             1 YEAR     5 YEARS     10 YEARS
- --------------------------------------------------------------------------------
Vanguard Small-Cap Index Fund*               23.13%      17.84%      14.20%
Russell 2000 Index                           21.26       16.69       13.40
- --------------------------------------------------------------------------------

*Return figures do not reflect the  transaction  fee on purchases  through March
 31, 2000.

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

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
      Transaction Fee 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:                                        0.21%
      12b-1 Distribution Fee:                                      None
      Other Expenses:                                             0.04%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                      0.25%

      *The Fund reserves the right to deduct a transaction fee from future
       purchases of shares.

     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
- --------------------------------------------------------------------------------
           $26               $80              $141               $318
- --------------------------------------------------------------------------------

     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.
<PAGE>

16

- --------------------------------------------------------------------------------
ADDITIONAL INFORMATION

DIVIDENDS AND CAPITAL GAINS               NEWSPAPER ABBREVIATION
Distributed annually in December          SmCap

INVESTMENT ADVISER                        VANGUARD FUND NUMBER
The Vanguard Group, Valley Forge, Pa.,    048
since inception
                                          CUSIP NUMBER
INCEPTION DATE                            922908702
October 3, 1960
                                          TICKER SYMBOL
NET ASSETS (ALL SHARE CLASSES) AS OF      NAESX
DECEMBER 31, 1999
$4.0 billion
- --------------------------------------------------------------------------------
<PAGE>

                                                                              17

FUND PROFILE--VANGUARD(R) VALUE INDEX FUND

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

INVESTMENT OBJECTIVE
The Fund seeks to match the  performance of a benchmark  index that measures the
investment return of large-capitalization value stocks.

INVESTMENT STRATEGIES

The Fund employs a passive management strategy designed to track the performance
of the Standard & Poor's  500/BARRA Value Index,  which includes those stocks of
the S&P 500 Index with  lower-than-average  price/book ratios. The Fund attempts
to  replicate  the target  index by investing  all or  substantially  all of its
assets in the stocks that comprise the Index.  For a  description  of the Fund's
replication technique, please see "Indexing Methods" under MORE ON THE FUNDS.


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.  Stock  markets  tend to move in  cycles,  with  periods of rising
     prices and periods of falling prices.
- -    The Fund is also subject to investment style risk, which is the chance that
     returns  from  large-capitalization  value  stocks will trail  returns from
     other asset classes or the overall  stock  market.  Value stocks tend to go
     through cycles of doing better--or worse--than the stock market in general.
     These periods have, in the past, lasted for as long as several years.

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 since
the Fund's  inception.  The table  shows how the  Fund's  average  annual  total
returns for one and five calendar years and since  inception  compare with those
of the index  that the Fund seeks to track.  Keep in mind that the  Fund's  past
performance does not indicate how it will perform in the future.

- --------------------------------------------------------------------------------
                              ANNUAL TOTAL RETURNS
- --------------------------------------------------------------------------------
                                1993     18.35%
                                1994     -0.73%
                                1995     36.94%
                                1996     21.86%
                                1997     29.77%
                                1998     14.64%
                                1999     12.57%
- --------------------------------------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was 17.50% (quarter ended December 31, 1998) and the lowest return for a
quarter was -12.96% (quarter ended September 30, 1998).
<PAGE>

18

- --------------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------
                                                                     SINCE
                                              1 YEAR    5 YEARS    INCEPTION*
- --------------------------------------------------------------------------------
Vanguard Value Index Fund                     12.57%     22.82%      18.66%
S&P 500/BARRA Value Index                     12.72      22.94       18.81
- --------------------------------------------------------------------------------
*November 2, 1992.
- --------------------------------------------------------------------------------

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
      Transaction Fee 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:                                             0.19%
      12b-1 Distribution Fee:                                           None
      Other Expenses:                                                  0.03%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                           0.22%

      *The Fund reserves the right to deduct a transaction fee from future
       purchases of shares.

     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
- --------------------------------------------------------------------------------
           $23               $71              $124               $280
- --------------------------------------------------------------------------------

     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.
<PAGE>

                                                                              19

- --------------------------------------------------------------------------------
ADDITIONAL INFORMATION

DIVIDENDS AND CAPITAL GAINS               MINIMUM INITIAL INVESTMENT
Dividends are distributed quarterly in    $3,000; $1,000 for IRAs and custodial
March, June, September, and December;     accounts for minors
capital gains, if any, are
distributed annually in December          NEWSPAPER ABBREVIATION
                                          Value
INVESTMENT ADVISER
The Vanguard Group, Valley Forge, Pa.,    VANGUARD FUND NUMBER
since inception                           006

INCEPTION DATE                            CUSIP NUMBER
November 2, 1992                          922908405

NET ASSETS (ALL SHARE CLASSES) AS OF      TICKER SYMBOL
DECEMBER 31, 1999                         VIVAX
$3.8 billion
- --------------------------------------------------------------------------------
<PAGE>

20

FUND PROFILE--VANGUARD(R) SMALL-CAP VALUE INDEX FUND

The following profile  summarizes key features of Vanguard Small-Cap Value Index
Fund.

INVESTMENT OBJECTIVE
The Fund seeks to match the  performance of a benchmark  index that measures the
investment return of small-capitalization value stocks.

INVESTMENT STRATEGIES

The Fund employs a passive management strategy designed to track the performance
of the Standard & Poor's SmallCap  600/BARRA  Value Index,  which includes those
stocks of the S&P SmallCap 600 Index with lower-than-average  price/book ratios.
The  Fund   attempts  to  replicate   the  target  index  by  investing  all  or
substantially  all of its assets in the stocks that  comprise  the Index.  For a
description of the Fund's replication  technique,  please see "Indexing Methods"
under MORE ON THE FUNDS.


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.  Stock  markets  tend to move in  cycles,  with  periods of rising
     prices and periods of falling prices.
- -    The Fund is also subject to investment style risk, which is the chance that
     returns  from  small-capitalization  value  stocks will trail  returns from
     other asset classes or the overall  stock  market.  Value stocks tend to go
     through cycles of doing better--or worse--than the stock market in general.
     In addition, small-cap stocks historically have been more volatile in price
     than the  large-cap  stocks that  dominate  the S&P 500 Index,  and perform
     differently than the overall stock market.

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 the one full calendar
year since its  inception.  The table shows how the Fund's  average annual total
returns for one year and since  inception  compare  with those of the index that
the Fund seeks to track.  Keep in mind that the Fund's past performance does not
indicate how it will perform in the future.

- --------------------------------------------------------------------------------
                              ANNUAL TOTAL RETURN
- --------------------------------------------------------------------------------
                                1999      3.35%
- --------------------------------------------------------------------------------
The return figure does not reflect the transaction fee on purchases.
- --------------------------------------------------------------------------------
<PAGE>

                                                                              21

     During the period shown in the bar chart, the highest return for a calendar
quarter was 20.08%  (quarter  ended June 30,  1999) and the lowest  return for a
quarter was -9.50% (quarter ended March 31, 1999).

- --------------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------
                                             1 YEAR          SINCE INCEPTION*
- --------------------------------------------------------------------------------
Vanguard Small-Cap Value Index Fund**         2.83%              -6.31%
S&P SmallCap 600/BARRA Value Index            3.03               -6.73
- --------------------------------------------------------------------------------
 *May 21, 1998.
**Return figures reflect the transaction fee of 0.50% on purchases.
- --------------------------------------------------------------------------------

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
      Transaction Fee on Purchases:                               0.50%*
      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:                                        0.20%
      12b-1 Distribution Fee:                                      None
      Other Expenses:                                             0.05%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                      0.25%

      *The transaction fee is deducted from all purchases (including  exchanges
       from other Vanguard funds) but not from reinvested dividends or capital
       gains.

     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
- --------------------------------------------------------------------------------
           $75              $130              $190               $367
- --------------------------------------------------------------------------------

     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.
<PAGE>

22

- --------------------------------------------------------------------------------
ADDITIONAL INFORMATION

DIVIDENDS AND CAPITAL GAINS               NEWSPAPER ABBREVIATION
Distributed annually in December          SmVal

INVESTMENT ADVISER                        VANGUARD FUND NUMBER
The Vanguard Group, Valley Forge, Pa.,    860
since inception
                                          CUSIP NUMBER
INCEPTION DATE                            922908793
May 21, 1998
                                          TICKER SYMBOL
NET ASSETS (ALL SHARE CLASSES) AS OF      VISVX
DECEMBER 31, 1999
$214 million
- --------------------------------------------------------------------------------
<PAGE>

                                                                              23

FUND PROFILE--VANGUARD(R) GROWTH INDEX FUND

The following profile summarizes key features of Vanguard Growth Index Fund.

INVESTMENT OBJECTIVE
The Fund seeks to match the  performance of a benchmark  index that measures the
investment return of large-capitalization growth stocks.

INVESTMENT STRATEGIES

The Fund employs a passive management strategy designed to track the performance
of the Standard & Poor's 500/BARRA Growth Index,  which includes those stocks of
the S&P 500 Index with higher-than-average  price/book ratios. The Fund attempts
to  replicate  the target  index by investing  all or  substantially  all of its
assets in the stocks that comprise the Index.  For a  description  of the Fund's
replication technique, please see "Indexing Methods" under MORE ON THE FUNDS.


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.
Stock markets tend to move in cycles,  with periods of rising prices and periods
of falling prices. The Fund is also subject to:
- -    Investment   style   risk,   which  is  the  chance   that   returns   from
     large-capitalization  growth  stocks  will trail  returns  from other asset
     classes or the  overall  stock  market.  Growth  stocks  tend to go through
     cycles of doing better--or  worse--than the stock market in general.  These
     periods have, in the past, lasted for as long as several years.

- -    Nondiversification  risk,  which is the chance that the Fund's  performance
     could be hurt  disproportionately  by a decline  in the price of just a few
     stocks. This is because the Fund invests a greater percentage of its assets
     in the stocks of fewer companies as compared with other mutual funds.

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 since
the Fund's  inception.  The table  shows how the  Fund's  average  annual  total
returns for one and five calendar years and since  inception  compare with those
of the index  that the Fund seeks to track.  Keep in mind that the  Fund's  past
performance does not indicate how it will perform in the future.

- --------------------------------------------------------------------------------
                              ANNUAL TOTAL RETURNS
- --------------------------------------------------------------------------------
                                1993      1.53%
                                1994      2.89%
                                1995     38.06%
                                1996     23.74%
                                1997     36.34%
                                1998     42.21%
                                1999     28.76%
- --------------------------------------------------------------------------------
<PAGE>

24

     During the period shown in the bar chart, the highest return for a calendar
quarter was 24.64% (quarter ended December 31, 1998) and the lowest return for a
quarter was -7.21% (quarter ended September 30, 1998).

- --------------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------
                                                                     SINCE
                                              1 YEAR    5 YEARS    INCEPTION*
- --------------------------------------------------------------------------------
Vanguard Growth Index Fund                    28.76%     33.65%      23.74%
S&P 500/BARRA Growth Index                    28.25      33.64       23.84
- --------------------------------------------------------------------------------
*November 2, 1992.
- --------------------------------------------------------------------------------

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
      Transaction Fee 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:                                             0.20%
      12b-1 Distribution Fee:                                           None
      Other Expenses:                                                  0.02%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                           0.22%

      *The Fund reserves the right to deduct a transaction fee from future
       purchases of shares.

     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
- --------------------------------------------------------------------------------
           $23               $71              $124               $280
- --------------------------------------------------------------------------------

     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.
<PAGE>

                                                                              25

- --------------------------------------------------------------------------------
ADDITIONAL INFORMATION

DIVIDENDS AND CAPITAL GAINS               NEWSPAPER ABBREVIATION
Dividends are distributed quarterly in    Growth
March, June, September, and December;
capital gains, if any, are                VANGUARD FUND NUMBER
distributed annually in December          009

INVESTMENT ADVISER                        CUSIP NUMBER
The Vanguard Group, Valley Forge, Pa.,    922908504
since inception
                                          TICKER SYMBOL
INCEPTION DATE                            VIGRX
November 2, 1992

NET ASSETS (ALL SHARE CLASSES) AS OF
DECEMBER 31, 1999
$15.7 billion
- --------------------------------------------------------------------------------
<PAGE>

26

FUND PROFILE--VANGUARD(R) SMALL-CAP GROWTH INDEX FUND

The following profile summarizes key features of Vanguard Small-Cap Growth Index
Fund.

INVESTMENT OBJECTIVE
The Fund seeks to match the  performance of a benchmark  index that measures the
investment return of small-capitalization growth stocks.

INVESTMENT STRATEGIES

The Fund employs a passive management strategy designed to track the performance
of the Standard & Poor's SmallCap  600/BARRA Growth Index,  which includes those
stocks of the S&P SmallCap 600 Index with higher-than-average price/book ratios.
The  Fund   attempts  to  replicate   the  target  index  by  investing  all  or
substantially  all of its assets in the stocks that  comprise  the Index.  For a
description of the Fund's replication  technique,  please see "Indexing Methods"
under MORE ON THE FUNDS.


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.  Stock  markets  tend to move in  cycles,  with  periods of rising
     prices and periods of falling prices.
- -    The Fund is also subject to investment style risk, which is the chance that
     returns from  small-capitalization  growth  stocks will trail  returns from
     other asset classes or the overall  stock market.  Growth stocks tend to go
     through cycles of doing better--or worse--than the stock market in general.
     In addition, small-cap stocks historically have been more volatile in price
     than the  large-cap  stocks that  dominate  the S&P 500 Index,  and perform
     differently than the overall stock market.

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 the one full calendar
year since its  inception.  The table shows how the Fund's  average annual total
returns for one year and since  inception  compare  with those of the index that
the Fund seeks to track.  Keep in mind that the Fund's past performance does not
indicate how it will perform in the future.

- --------------------------------------------------------------------------------
                              ANNUAL TOTAL RETURN
- --------------------------------------------------------------------------------
                                1999     19.80%
- --------------------------------------------------------------------------------
The return figure does not reflect the transaction fee on purchases.
- --------------------------------------------------------------------------------
<PAGE>

                                                                              27

     During the period shown in the bar chart, the highest return for a calendar
quarter was 20.69% (quarter ended December 31, 1999) and the lowest return for a
quarter was -8.29% (quarter ended March 31, 1999).

- --------------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------
                                             1 YEAR          SINCE INCEPTION*
- --------------------------------------------------------------------------------
Vanguard Small-Cap Growth Index Fund**       19.20%               8.17%
S&P SmallCap 600/BARRA Growth Index          19.57                8.24
- --------------------------------------------------------------------------------
 *May 21, 1998.
**Return figures reflect the transaction fee of 0.50% on purchases.
- --------------------------------------------------------------------------------

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
      Transaction Fee on Purchases:                               0.50%*
      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:                                        0.20%
      12b-1 Distribution Fee:                                      None
      Other Expenses:                                             0.05%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                      0.25%

      *The transaction fee is deducted from all purchases (including exchanges
       from other Vanguard funds), but not from reinvested dividends or capital
       gains.

     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
- --------------------------------------------------------------------------------
           $75              $130              $190               $367
- --------------------------------------------------------------------------------

     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.
<PAGE>

28

- --------------------------------------------------------------------------------
ADDITIONAL INFORMATION

DIVIDENDS AND CAPITAL GAINS               NEWSPAPER ABBREVIATION
Distributed annually in December          SmGth

INVESTMENT ADVISER                        VANGUARD FUND NUMBER
The Vanguard Group, Valley Forge, Pa.,    861
since inception
                                          CUSIP NUMBER
INCEPTION DATE                            922908827
May 21, 1998
                                          TICKER SYMBOL
NET ASSETS AS OF DECEMBER 31, 1999        VISGX
$167 million
- --------------------------------------------------------------------------------
<PAGE>

                                                                              29

MORE ON THE FUNDS

The following  sections discuss other important  features of Vanguard U.S. Stock
Index Funds.

WHY INVEST IN INDEX FUNDS?
Index funds appeal to many investors for a number of reasons:
- -    Variety of  investments.  Vanguard index funds  generally  invest in a wide
     variety of companies and industries.
- -    Relative consistency.  Because they seek to track market benchmarks,  index
     funds by  definition  will not  perform  dramatically  better or worse than
     their target indexes.
- -    Low cost.  Index  funds do not have  many of the  expenses  of an  actively
     managed  fund,  such as research  costs;  in  addition,  they keep  trading
     activity--and thus brokerage commissions--to a minimum.
- -    Low  realization  of capital gains.  Because an index fund typically  sells
     securities only to respond to redemption requests or to adjust its holdings
     to reflect a change in its target index, the fund's turnover rate--and thus
     its realization of taxable capital gains--is usually very low.

INDEXING METHODS
In seeking to track a particular index, a fund generally uses one of two methods
to select stocks.

     Some index funds hold each stock found in their target indexes in about the
same  proportions  as represented  in the indexes  themselves.  This is called a
"replication"  method.  For example,  if 5% of the S&P 500 Index were made up of
the stock of a specific  company,  a fund  tracking that index (such as Vanguard
500 Index Fund) would  invest about 5% of its assets in that  company.  The 500,
Mid-Cap, Value, Small-Cap Value, Growth, and Small-Cap Growth Index Funds employ
the replication method of indexing.
     Because it would be very  expensive  to buy and sell all of the stocks held
in certain  indexes (the  Wilshire 5000 Index,  for example,  included more than
7,000 stocks as of December 31, 1999),  many funds tracking these larger indexes
use a "sampling" technique. At Vanguard, we use a sophisticated computer program
to select a representative sample of stocks from a Fund's target index that will
resemble the full index in terms of industry weightings,  market capitalization,
price/earnings ratio, dividend yield, and other  characteristics.  For instance,
if 10% of the  Wilshire  5000 Index were made up of  utility  stocks,  the Total
Stock Market  Index Fund would  invest about 10% of its assets in some--but  not
all--of those utility  stocks.  The particular  utility  stocks  selected by the
Fund, as a group, would have investment  characteristics similar to those of the
utility  stocks in the Index.  Although the Funds'  adviser  attempts to closely
track the  performance  of the  index,  there is no  guarantee  that  securities
selected for a Fund will provide investment performance exactly matching that of
its target index. The Total Stock Market,  Extended Market,  and Small-Cap Index
Funds employ the sampling method of indexing.
     Each Fund seeks to provide investment results that correspond to its target
index. The correlation between the performance of a Fund and its target index is
expected  to be at least 95%.  (A  correlation  of 100% would  indicate  perfect
correlation.)

     The  following  table shows the number of stocks held by each of the Funds,
and the number of stocks in each Fund's target index, as of December 31, 1999.
<PAGE>

30

- --------------------------------------------------------------------------------
                                     NUMBER OF          NUMBER OF STOCKS
FUND                                STOCKS HELD         IN TARGET INDEX
- --------------------------------------------------------------------------------
Total Stock Market                     3,375                 7,093
500                                      507                   500
Extended Market                        2,843                 6,605
Mid-Cap                                  402                   400
Small-Cap                              1,768                 1,857
Value                                    398                   394
Small-Cap Value                          406                   403
Growth                                   110                   106
Small-Cap Growth                         198                   197
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                          GROWTH FUNDS AND VALUE FUNDS
Growth  investing  and value  investing  are two styles  employed  by stock fund
managers.   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 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  with such factors as
earnings and book value, and these stocks typically have above-average  dividend
yields.  Growth and value stocks have, in the past,  produced similar  long-term
returns,  though each  category has periods when it  outperforms  the other.  In
general,  growth funds 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). Value
funds, by contrast,  are appropriate for investors who want some dividend income
and the  potential  for capital  gains,  but are less  tolerant  of  share-price
fluctuations.
- --------------------------------------------------------------------------------

ADDITIONAL RISK INFORMATION

[FLAG] EACH FUND IS  SUBJECT  TO 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 STOCK PRICES AND PERIODS OF
     FALLING STOCK PRICES.

     To illustrate the volatility of stock prices, the following table shows the
best,  worst,  and average total returns for the U.S.  stock market over various
periods as measured by the S&P 500 Index, which--in addition to being the target
index for  Vanguard 500 Index  Fund--is a widely used  barometer of stock 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.
<PAGE>

                                                                              31

- --------------------------------------------------------------------------------
                      U.S. STOCK MARKET RETURNS (1926-1999)
- --------------------------------------------------------------------------------
                         1 YEAR       5 YEARS       10 YEARS       20 YEARS
- --------------------------------------------------------------------------------
Best                      54.2%        28.6%         19.9%          17.9%
Worst                    -43.1        -12.4          -0.9            3.1
Average                   13.2         11.0          11.1           11.1
- --------------------------------------------------------------------------------

     The table  covers all of the 1-, 5-,  10-,  and 20-year  periods  from 1926
through 1999. You can see, for example,  that while the average return on common
stocks for all of the 5-year periods was 11.0%,  returns for  individual  5-year
periods  ranged from a -12.4%  average  (from 1928 through  1932) to 28.6% (from
1995 through 1999).  These average  returns  reflect past  performance on common
stocks;  you should not regard  them as an  indication  of future  returns  from
either the stock market as a whole or any Fund in particular.
     Even  indexes  that  are  subsets  of the  S&P 500  Index--such  as the S&P
500/BARRA Value Index and the S&P 500/BARRA Growth Index (the target indexes for
the Value and  Growth  Index  Funds)--will  not  perform  in the same way as the
broader S&P 500 Index.  Historically,  stocks of the S&P  500/BARRA  Value Index
have been less  volatile  than the stocks  found in the  broader  S&P 500 Index;
stocks of the S&P 500/BARRA  Growth  Index,  on the other hand,  have  displayed
somewhat greater short-term volatility than the S&P 500 Index's stocks. However,
both value and growth  stocks have the  potential  at times to be more  volatile
than the broader market.

[FLAG] THE FUNDS ARE ALSO SUBJECT, IN VARYING DEGREES, TO INVESTMENT STYLE RISK,
     WHICH IS THE  CHANCE  THAT  RETURNS  FROM A  SPECIFIC  TYPE OF  STOCK  (FOR
     INSTANCE,  SMALL-CAP OR VALUE) WILL TRAIL  RETURNS FROM OTHER ASSET CLASSES
     OR THE OVERALL STOCK MARKET.  EACH TYPE OF STOCK TENDS 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.

RISK OF NONDIVERSIFICATION
[FLAG] As index  funds,  each of the U.S.  Stock  Index  Funds holds the largest
stocks in its target index in approximately the same percentages as those stocks
are represented in its index.  When a target index becomes less  diversified,  a
fund that  tracks  that  index  similarly  becomes  less  diversified.  This has
happened to the GROWTH  INDEX  FUND.  Due to the rapid  appreciation  of certain
stocks in its target index, the Fund's top four holdings, as of the date of this
prospectus,  represent more than 25% of its total assets. By tracking its target
index,  the Fund  technically has become  "nondiversified"  under SEC standards,
although  it  continues  to hold more than 100 stock  positions  in a variety of
market  sectors.  As the market values of the Fund's  largest  holdings rise and
fall,  there may be times when the Fund is  diversified  under SEC standards and
other  times when it is not.  Shareholders  in  Vanguard  Growth  Index Fund are
subject to the risk that the Fund's performance could be hurt disproportionately
by a decline in the price of just a few stocks.
     In the unlikely  event that the target  index of any of the other  Vanguard
U.S. Stock Index Funds becomes  dominated by just a few companies,  shareholders
in that Fund would similarly be subject to the risk of nondiversification.
<PAGE>

32

- --------------------------------------------------------------------------------
                                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 $12 billion;
mid-cap funds as those holding  stocks of companies  with a market value between
$1 billion and $12  billion;  and  small-cap  funds as those  typically  holding
stocks  of  companies  with a market  value of less  than $1  billion.  Vanguard
periodically reassesses these classifications.
- --------------------------------------------------------------------------------

TRANSACTION FEES
Some of  Vanguard's  index funds charge a  transaction  fee on purchases of fund
shares to offset the higher costs of trading  certain  securities,  particularly
small-company  stocks.  The  transaction fee ensures that these higher costs are
borne by the investors making the  transactions--and not by shareholders already
in the  fund  who do not  generate  the  costs.  All  transaction  fees are paid
directly into the fund itself  (unlike a sales charge or load that  non-Vanguard
funds may impose to compensate their sales representatives). Without transaction
fees, some index funds would have trouble tracking their target indexes.

COSTS AND MARKET-TIMING
Some  investors  try to profit from a strategy  called  market-timing--switching
money into investments when they expect prices to rise and taking money out when
they  expect  prices 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 Funds have adopted the following policies, among others, designed
to discourage  short-term  trading:
- -    Each 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.
- -    Two  of  the  Funds  (Small-Cap  Value  and  Small-Cap   Growth)  charge  a
     transaction fee on purchases.
- -    There is a limit on the number of times you can exchange  into and out of a
     Fund (see "Exchanges" in the INVESTING WITH VANGUARD section).
- -    Telephone and online exchanges are not permitted for non-IRA accounts.

     THE  VANGUARD  FUNDS DO NOT  PERMIT  MARKET-TIMING.  DO NOT INVEST IN THESE
FUNDS IF YOU ARE A MARKET-TIMER.
<PAGE>

                                                                              33

- --------------------------------------------------------------------------------
                                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 achieves. Even seemingly small differences in fund expenses can, over time,
have a dramatic effect on a fund's performance.
- --------------------------------------------------------------------------------

TURNOVER RATE

Generally,  a  passively  managed  fund  sells  securities  only to  respond  to
redemption  requests  or to adjust the number of shares held to reflect a change
in the fund's target index.  Turnover rates for large-cap stock index funds tend
to be very low because large-cap indexes,  such as the S&P 500, typically do not
change much from year to year.  Turnover  rates for mid-cap and small-cap  stock
index  funds tend to be higher  (although  still  relatively  low,  compared  to
actively managed stock funds), because the indexes they track are more likely to
change as a result of mergers,  acquisitions,  business  failures,  or growth of
companies  than a larger-cap  index.  The turnover rate of each Fund for each of
the last five years (or since inception of the Fund, if shorter) is shown in the
FINANCIAL HIGHLIGHTS section of this prospectus.


- --------------------------------------------------------------------------------
                                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  December  31,  1999,  the  average  turnover  rate for
passively  managed  domestic  equity index funds  investing in common stocks was
approximately  18%; for all domestic stock funds,  the average turnover rate was
approximately 89%, according to Morningstar, Inc. (A turnover rate of 100% would
occur, for example, if a fund sold and replaced securities valued at 100% of its
net assets within a one-year period.)
- --------------------------------------------------------------------------------

INVESTMENT POLICIES
Each Fund  reserves the right to  substitute a different  index for the index it
currently tracks if the current index is  discontinued,  or for any other reason
determined  in good  faith by the  Fund's  Board  of  Trustees.  In  every  such
instance,  the substitute  index will measure the same general  market  (large-,
mid-, or small-cap, growth, or value) as the current index.
     Each Fund may invest in foreign securities to the extent necessary to carry
out its investment  strategy of holding all, or a representative  sample, of the
stocks that comprise the index it tracks.  It is not expected that any Fund will
invest more than 5% of its assets in foreign securities.
     Although index funds, by their nature, tend to be tax-efficient  investment
vehicles, the Funds generally are managed without regard to tax ramifications.

     To track their target indexes as closely as possible,  the Funds attempt to
remain fully invested (at least 95% of total assets) in the stocks of the index.
To help stay fully invested,

<PAGE>

34


and to reduce  transaction  costs, the Funds may invest, to a limited extent, in
futures  and  options  contracts,  warrants,  convertible  securities,  and swap
agreements, which are 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.  Similar risks exist for
warrants  (securities  that permit their owners to purchase a specific number of
stock shares at a predetermined price),  convertible securities (securities that
may be exchanged for another  asset),  and swap  agreements  (contracts in which
each  party  agrees  to make  payments  to the  other  based on the  return of a
specified index or asset).
     For this  reason,  the  Funds  will  not use  futures,  options,  warrants,
convertible  securities,  or swap  agreements  for  speculative  purposes  or as
leveraged  investments  that  magnify  the gains or losses of an  investment.  A
Fund's  obligation  under futures  contracts  will not exceed 20% of that Fund's
total assets.
     The reasons for which a 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 FUNDS AND VANGUARD

The Funds are members of The Vanguard Group, a family of more than 35 investment
companies  with more than 100 funds holding assets worth more than $550 billion.
All of the 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.
- --------------------------------------------------------------------------------


INVESTMENT ADVISER

The Vanguard Group (Vanguard), P.O. Box 2600, Valley Forge, PA 19482, founded in
1975,  serves as the Funds' adviser  through its Core  Management  Group.  As of
December  31,  1999,  Vanguard  served as adviser  for about  $371.4  billion in
assets.  Vanguard manages the Funds on an at-cost basis,  subject to the control
of the Trustees and officers of the Funds.
<PAGE>

                                                                              35

For the fiscal year ended December 31, 1999, the  investment  advisory  expenses
represented  an  effective  annual  rate of  approximately  0.01% of each Fund's
average net assets.
     The Funds have  authorized  Vanguard to choose brokers or dealers to handle
the purchase and sale of securities for the Funds, and to get the best available
price and most  favorable  execution  from  these  brokers  with  respect to all
transactions.  The Funds may  direct  Vanguard  to use a  particular  broker for
certain  transactions  in exchange for commission  rebates or research  services
provided to the Funds.

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                               THE FUNDS' ADVISER
The individual responsible for overseeing each Fund's investments is:

GEORGE U.  SAUTER,  Managing  Director of Vanguard and head of  Vanguard's  Core
Management  Group;  has worked in  investment  management  since  1985;  primary
responsibility  for Vanguard's  stock indexing policy and strategy since joining
the company in 1987; A.B., Dartmouth College; M.B.A., University of Chicago.
- --------------------------------------------------------------------------------


DIVIDENDS, CAPITAL GAINS, AND TAXES

Each 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.  Income dividends for the Total Stock Market,  500, Value,
and Growth Index Funds generally are distributed in March, June, September,  and
December;  income  dividends  for  the  Extended  Market,  Mid-Cap,   Small-Cap,
Small-Cap  Value,  and Small-Cap Growth Index Funds generally are distributed in
December.  Capital gains distributions generally occur in December. In addition,
the Funds 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>

36

SHARE PRICE

Each 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).

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

     Funds  offering more than one class of shares  compute a separate net asset
value for each  share  class.  This is done by adding up the total  value of the
Fund's investments and other assets attributed to each share class,  subtracting
any of its liabilities (debts) attributed to each share class, and then dividing
by the number of Fund shares outstanding for each share class.
     The 500 Index Fund, which offers only one class of shares, computes its net
asset value by adding up the total value of its  investments  and other  assets,
subtracting any of its liabilities  (debts),  and then dividing by the number of
Fund 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.
     A NOTE ON  PRICING:  A 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 Funds' Board of Trustees.
     Each Fund's  share price can be found daily in the mutual fund  listings of
most major  newspapers  under the  heading  "Vanguard  Index  Funds."  Different
newspapers use different  abbreviations  for each Fund, but the most common are:
TOTST, 500, EXTND, MIDCP, SMCAP, VALUE, SMVAL, GROWTH, and SMGTH.


FINANCIAL HIGHLIGHTS

The following  financial  highlights  tables are intended to help you understand
each Fund's  financial  performance for the past five years or since  inception,
and certain  information  reflects  financial results for a single Fund share in
each case.  The total returns in each table  represent the rate that an investor
would  have  earned  or lost each year 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 each Fund's financial
statements--is included in the Funds' most recent annual report to shareholders.
You may  have  the  annual  report  sent to you  without  charge  by  contacting
Vanguard.
<PAGE>

                                                                              37

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

This explanation uses the Total Stock Market Index Fund as an example.  The Fund
began fiscal 1999 with a net asset value (price) of $27.42 per share. During the
year,  the Fund earned  $0.317 per share from  investment  income  (interest and
dividends) and $6.133 per share from  investments  that had appreciated in value
or that were sold for higher prices than the Fund paid for them.

Shareholders received $0.650 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 income or capital gains.

The  earnings  ($6.450  per share)  minus the  distributions  ($0.650 per share)
resulted in a share price of $33.22 at the end of the year. This was an increase
of $5.80 per share (from  $27.42 at the  beginning  of the year to $33.22 at the
end of the year).  For a shareholder  who  reinvested the  distributions  in the
purchase of more shares, the total return from the Fund was 23.81% for the year.


As of December 31, 1999,  the Fund  (investor  shares only) had $18.1 billion in
net assets.  For the year,  its expense ratio was 0.20% ($2.00 per $1,000 of net
assets);  and net investment income amounted to 1.15% of its average net assets.
It sold and replaced securities valued at 3% of its net assets.

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

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
                                                       VANGUARD TOTAL STOCK MARKET INDEX FUND
                                                             YEAR ENDED DECEMBER 31,
                                           -------------------------------------------------------------
                                                1999         1998         1997         1996         1995
- ---------------------------------------------------------------------------------------------------------
<S>                                           <C>          <C>          <C>          <C>          <C>
NET ASSET VALUE, BEGINNING OF YEAR            $27.42       $22.64       $17.77       $15.04       $11.37
- ---------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                          .317         .336         .319          .29          .29
 Net Realized and Unrealized Gain (Loss)
   on Investments                              6.133        4.898        5.143         2.84         3.75
                                           --------------------------------------------------------------
   Total from Investment Operations            6.450        5.234        5.462         3.13         4.04
                                           --------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income          (.330)       (.329)       (.322)        (.29)        (.28)
 Distributions from Realized Capital Gains     (.320)       (.125)       (.270)        (.11)        (.09)
                                           --------------------------------------------------------------
   Total Distributions                         (.650)       (.454)       (.592)        (.40)        (.37)
- ---------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR                  $33.22       $27.42       $22.64       $17.77       $15.04
=========================================================================================================
TOTAL RETURN*                                 23.81%       23.26%       30.99%       20.96%       35.79%
=========================================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Year (Millions)          $18,133       $9,308       $5,092       $3,531       $1,571
 Ratio of Total Expenses to Average
   Net Assets                                  0.20%        0.20%        0.20%        0.22%        0.25%
 Ratio of Net Investment Income to Average
   Net Assets                                  1.15%        1.44%        1.65%        1.86%        2.14%
 Turnover Rate                                    3%           3%           2%           3%           3%
=========================================================================================================
*Total return figures do not reflect the 0.25% transaction fee on purchases through 1995.
</TABLE>
<PAGE>

38

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
                                                                 VANGUARD 500 INDEX FUND
                                                                 YEAR ENDED DECEMBER 31,
                                           --------------------------------------------------------------
                                                1999         1998         1997         1996         1995
- ---------------------------------------------------------------------------------------------------------
<S>                                          <C>          <C>           <C>          <C>          <C>
NET ASSET VALUE, BEGINNING OF YEAR           $113.95      $ 90.07       $69.17       $57.60       $42.97
- ---------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                         1.370         1.33         1.31         1.28         1.22
 Net Realized and Unrealized Gain (Loss)
   on Investments                             22.415        24.30        21.50        11.82        14.76
                                           --------------------------------------------------------------
   Total from Investment Operations           23.785        25.63        22.81        13.10        15.98
                                           --------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income         (1.410)       (1.33)       (1.32)       (1.28)       (1.22)
 Distributions from Realized Capital Gains     (.995)        (.42)        (.59)        (.25)        (.13)
                                           --------------------------------------------------------------
   Total Distributions                        (2.405)       (1.75)       (1.91)       (1.53)       (1.35)
- ---------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR                 $135.33      $113.95       $90.07       $69.17       $57.60
=========================================================================================================
TOTAL RETURN                                  21.07%       28.62%       33.19%       22.88%       37.45%
=========================================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Year (Millions)         $104,652      $74,229      $49,358      $30,332      $17,372
 Ratio of Total Expenses to Average
   Net Assets                                  0.18%        0.18%        0.19%        0.20%        0.20%
 Ratio of Net Investment Income to Average
   Net Assets                                  1.13%        1.35%        1.66%        2.04%        2.38%
 Turnover Rate*                                   6%           6%           5%           5%           4%
=========================================================================================================
*Turnover rates excluding in-kind redemptions were 3%, 3%, 3%, 2%, and 2%, respectively.
</TABLE>


<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
                                                                 VANGUARD EXTENDED MARKET INDEX FUND
                                                                      YEAR ENDED DECEMBER 31,
                                           --------------------------------------------------------------
                                                1999         1998         1997         1996         1995
- ---------------------------------------------------------------------------------------------------------
<S>                                           <C>          <C>          <C>          <C>          <C>
NET ASSET VALUE, BEGINNING OF YEAR            $30.63       $30.76       $26.20       $24.07       $18.52
- ---------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                          .297         .388         .351          .34          .30
 Net Realized and Unrealized Gain (Loss)
   on Investments                             10.101        2.025        6.479         3.85         5.95
                                           --------------------------------------------------------------
   Total from Investment Operations           10.398        2.413        6.830         4.19         6.25
                                           --------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income          (.318)       (.373)       (.360)        (.34)        (.30)
 Distributions from Realized Capital Gains    (3.640)      (2.170)      (1.910)       (1.72)        (.40)
                                           --------------------------------------------------------------
   Total Distributions                        (3.958)      (2.543)      (2.270)       (2.06)        (.70)
- ---------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR                  $37.07       $30.63       $30.76       $26.20       $24.07
=========================================================================================================
TOTAL RETURN*                                 36.22%        8.32%       26.73%       17.65%       33.80%
=========================================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Year (Millions)           $4,221       $2,939       $2,723       $2,099       $1,523
 Ratio of Total Expenses to Average
   Net Assets                                  0.25%        0.23%        0.23%        0.25%        0.25%
 Ratio of Net Investment Income to Average
   Net Assets                                  1.04%        1.21%        1.30%        1.42%        1.51%
 Turnover Rate                                   26%          27%          15%          22%          15%
=========================================================================================================
*Total return figures do not reflect transaction fees on purchases (0.25% from October 31, 1997 through
 March 31, 2000; 0.5% from 1995 through October 31, 1997).
</TABLE>
<PAGE>

                                                                              39

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
                                                                             VANGUARD MID-CAP INDEX FUND
                                                                              YEAR ENDED      APR.20* TO
                                                                           DEC. 31, 1999    DEC. 31,1998
- ---------------------------------------------------------------------------------------------------------
<S>                                                                            <C>                <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                           $10.79             $10.00
- ---------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                                                           .073               .053
 Net Realized and Unrealized Gain (Loss) on Investments                         1.448               .840
                                                                          -------------------------------
   Total from Investment Operations                                             1.521               .893
                                                                          -------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income                                           (.076)             (.053)
 Distributions from Realized Capital Gains                                      (.935)             (.050)
                                                                          -------------------------------
   Total Distributions                                                         (1.011)             (.103)
- ---------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                                 $11.30             $10.79
=========================================================================================================
TOTAL RETURN**                                                                 15.32%              8.55%
=========================================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period (Millions)                                            $605               $206
 Ratio of Total Expenses to Average Net Assets                                  0.25%             0.25%+
 Ratio of Net Investment Income to Average Net Assets                           0.99%             1.19%+
 Turnover Rate                                                                    38%                44%
=========================================================================================================
 *Subscription period for the Fund was April 20, 1998, to May 20, 1998, during which time all assets were
  held in money market instruments. Performance measurement begins May 21, 1998.
**Total return figures do not reflect the 0.25% transaction fee on purchases (from inception through
  February 28, 1999).
 +Annualized.
</TABLE>


<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
                                                                 VANGUARD SMALL-CAP INDEX FUND
                                                                      YEAR ENDED DECEMBER 31,
                                           --------------------------------------------------------------
                                                1999         1998         1997         1996         1995
- ---------------------------------------------------------------------------------------------------------
<S>                                           <C>          <C>          <C>          <C>          <C>
NET ASSET VALUE, BEGINNING OF YEAR            $21.20       $23.75       $20.23       $18.61       $14.99
- ---------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                          .256         .311         .277          .26          .24
 Net Realized and Unrealized Gain (Loss)
   on Investments                              4.491       (1.007)       4.632         3.07         4.06
                                           --------------------------------------------------------------
   Total from Investment Operations            4.747        (.696)       4.909         3.33         4.30
                                           --------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income          (.267)       (.304)       (.274)        (.27)        (.23)
 Distributions from Realized Capital Gains    (2.080)      (1.550)      (1.115)       (1.44)        (.45)
                                           --------------------------------------------------------------
   Total Distributions                        (2.347)      (1.854)      (1.389)       (1.71)        (.68)
- ---------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR                  $23.60       $21.20       $23.75       $20.23       $18.61
=========================================================================================================
TOTAL RETURN*                                 23.13%       -2.61%       24.59%       18.12%       28.74%
=========================================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Year (Millions)           $3,553       $2,768       $2,652       $1,713         $971
 Ratio of Total Expenses to Average
   Net Assets                                  0.25%        0.24%        0.23%        0.25%        0.25%
 Ratio of Net Investment Income to Average
   Net Assets                                  1.25%        1.39%        1.38%        1.51%        1.58%
 Turnover Rate                                   42%          35%          29%          28%          28%
=========================================================================================================
*Total return figures do not reflect transaction fees on purchases (0.5% from 1996 through March 31, 2000;
 1.0% from 1995 through 1996).
</TABLE>
<PAGE>

40

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
                                                                    VANGUARD VALUE INDEX FUND
                                                                      YEAR ENDED DECEMBER 31,
                                           --------------------------------------------------------------
                                                1999         1998         1997         1996         1995
- ---------------------------------------------------------------------------------------------------------
<S>                                           <C>          <C>          <C>          <C>          <C>
NET ASSET VALUE, BEGINNING OF YEAR            $22.51       $20.85       $17.02       $14.79       $11.12
- ---------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                          .355         .366          .38          .37          .41
 Net Realized and Unrealized Gain (Loss)
   on Investments                              2.342        2.647         4.57         2.81         3.66
                                           --------------------------------------------------------------
   Total from Investment Operations            2.697        3.013         4.95         3.18         4.07
                                           --------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income          (.362)       (.363)        (.37)        (.38)        (.40)
 Distributions from Realized Capital Gains    (1.955)       (.990)        (.75)        (.57)         ---
                                           --------------------------------------------------------------
   Total Distributions                        (2.317)      (1.353)       (1.12)        (.95)        (.40)
- ---------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR                  $22.89       $22.51       $20.85       $17.02       $14.79
=========================================================================================================
TOTAL RETURN                                  12.57%       14.64%       29.77%       21.86%       36.94%
=========================================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Year (Millions)           $3,378       $2,421       $1,796       $1,016         $496
 Ratio of Total Expenses to Average
   Net Assets                                  0.22%        0.22%        0.20%        0.20%        0.20%
 Ratio of Net Investment Income to Average
   Net Assets                                  1.59%        1.72%        2.05%        2.54%        3.06%
 Turnover Rate                                   41%          33%          25%          29%          27%
=========================================================================================================
</TABLE>

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
                                                                     VANGUARD SMALL-CAP VALUE INDEX FUND
                                                                          YEAR ENDED         APR. 20* TO
                                                                       DEC. 31, 1999       DEC. 31, 1998
- ---------------------------------------------------------------------------------------------------------
<S>                                                                            <C>                <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                           $8.74              $10.00
- ---------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                                                          .065                .045
 Net Realized and Unrealized Gain (Loss) on Investments                         .210              (1.250)
                                                                          -------------------------------
   Total from Investment Operations                                             .275              (1.205)
                                                                          -------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income                                          (.070)              (.055)
 Distributions from Realized Capital Gains                                     (.495)                 --
                                                                          -------------------------------
   Total Distributions                                                         (.565)              (.055)
- ---------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                                 $8.45              $ 8.74
=========================================================================================================
TOTAL RETURN**                                                                 3.35%             -12.47%
=========================================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period (Millions)                                           $204                $113
 Ratio of Total Expenses to Average Net Assets                                 0.25%              0.25%+
 Ratio of Net Investment Income to Average Net Assets                          0.96%              1.13%+
 Turnover Rate                                                                   80%                 53%
=========================================================================================================
 *Subscription period for the Fund was April 20, 1998, to May 20, 1998, during which time all assets were
  held in money market instruments. Performance measurement begins May 21, 1998.
**Total return figures do not reflect transaction fees on purchases (0.5% after February 28, 1999; 1.0%
  from inception through February 28, 1999).
 +Annualized.
</TABLE>
<PAGE>

                                                                              41

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
                                                                    VANGUARD GROWTH INDEX FUND
                                                                      YEAR ENDED DECEMBER 31,
                                           --------------------------------------------------------------
                                                1999         1998         1997         1996         1995
- ---------------------------------------------------------------------------------------------------------
<S>                                           <C>          <C>          <C>          <C>          <C>
NET ASSET VALUE, BEGINNING OF YEAR            $31.67       $22.53       $16.90       $13.97       $10.28
- ---------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                          .207         .230          .23          .22          .21
 Net Realized and Unrealized Gain (Loss)
   on Investments                              8.821        9.244         5.88         3.07         3.68
                                           --------------------------------------------------------------
   Total from Investment Operations            9.028        9.474         6.11         3.29         3.89
                                           --------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income          (.228)       (.219)        (.23)        (.22)        (.20)
 Distributions from Realized Capital Gains    (1.040)       (.115)        (.25)        (.14)         ---
                                           --------------------------------------------------------------
   Total Distributions                        (1.268)       (.334)        (.48)        (.36)        (.20)
- ---------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR                  $39.43       $31.67       $22.53       $16.90       $13.97
=========================================================================================================
TOTAL RETURN                                  28.76%       42.21%       36.34%       23.74%       38.06%
=========================================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Year (Millions)          $15,232       $6,644       $2,365         $787         $271
 Ratio of Total Expenses to Average
    Net Assets                                 0.22%        0.22%        0.20%        0.20%        0.20%
 Ratio of Net Investment Income to Average
   Net Assets                                  0.64%        0.92%        1.19%        1.57%        1.71%
 Turnover Rate                                   33%          29%          26%          29%          24%
=========================================================================================================
</TABLE>

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
                                                                    VANGUARD SMALL-CAP GROWTH INDEX FUND
                                                                         YEAR ENDED          APR. 20* TO
                                                                      DEC. 31, 1999        DEC. 31, 1998
- ---------------------------------------------------------------------------------------------------------
<S>                                                                          <C>                  <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                         $ 9.53               $10.00
- ---------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                                                         .025                  .03
 Net Realized and Unrealized Gain (Loss) on Investments                       1.860                 (.47)
                                                                          -------------------------------
   Total from Investment Operations                                           1.885                 (.44)
                                                                          -------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income                                         (.035)                (.03)
 Distributions from Realized Capital Gains                                       --                   --
                                                                          -------------------------------
   Total Distributions                                                        (.035)                (.03)
- ---------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                               $11.38               $ 9.53
=========================================================================================================
TOTAL RETURN**                                                               19.80%               -4.77%
=========================================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period (Millions)                                          $167                  $90
 Ratio of Total Expenses to Average Net Assets                                0.25%               0.25%+
 Ratio of Net Investment Income to Average Net Assets                         0.33%               0.63%+
 Turnover Rate                                                                  82%                  77%
=========================================================================================================
 *Subscription  period for the Fund was April 20, 1998, to May 20, 1998, during which time all assets were
  held in money market instruments. Performance measurement begins May 21, 1998.
**Total return figures do not reflect transaction fees on purchases (0.5% after February 28, 1999; 1.0% from
  inception through February 28, 1999).
 +Annualized.
</TABLE>


"Standard & Poor's(R),"  "S&P(R)," "S&P 500(R)," "Standard & Poor's 500," "500,"
"S&P MidCap  400," and "S&P  SmallCap  600" are  trademarks  of The  McGraw-Hill
Companies,  Inc.,  and have been licensed for use by Vanguard  U.S.  Stock Index
Funds and The Vanguard  Group.  These mutual funds are not sponsored,  endorsed,
sold,  or  promoted  by  Standard  &  Poor's,  and  Standard  & Poor's  makes no
representation  regarding the advisability of investing in the Funds.  "Wilshire
4500" and "Wilshire  5000" are  registered  trademarks  of Wilshire  Associates.
Frank Russell Company is the owner of the trademarks and copyrights  relating to
the Russell Indexes.
<PAGE>

42

INVESTING WITH VANGUARD

One or more of the Funds is an investment  option in your  retirement or savings
plan. Your plan  administrator or your employee  benefits office can provide you
with detailed  information on how to participate in your plan and how to elect a
Fund as an  investment  option.
- -    If you have any questions about a Fund or Vanguard, including those about a
     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 a 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 a 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 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 a 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>

                                                                              43

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>

                     (THIS PAGE INTENTIONALLY LEFT BLANK.)
<PAGE>

GLOSSARY OF INVESTMENT TERMS

ACTIVE MANAGEMENT
An investment approach that seeks to exceed the average returns of the financial
markets.  Active  managers  rely on research,  market  forecasts,  and their own
judgment and experience in selecting securities to buy and sell.

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.

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.

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.

INDEX
An unmanaged group of securities whose overall performance is used as a standard
to measure investment performance.

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.

PASSIVE MANAGEMENT
A low-cost  investment strategy in which a mutual fund attempts to match--rather
than  outperform--a  particular  stock  or bond  market  index.  Also  known  as
indexing.

SECURITIES
Stocks,  bonds,  money market  instruments,  and  interests in other  investment
vehicles.

TOTAL RETURN
A percentage change,  over a specified time period, in a mutual fund's net asset
value,  with the ending net asset value adjusted to account for the reinvestment
of all distributions of dividends and capital gains.

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)]
                                                     Institutional Division
                                                     Post Office Box 2900
                                                     Valley Forge, PA 19482-2900

FOR MORE INFORMATION
If you'd like more information about
Vanguard U.S. Stock Index Funds,
the following documents are
available free upon request:

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

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

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

To receive a free copy of the latest
annual or semiannual report or the
SAI, or to request additional
information about the Funds 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

INFORMATION PROVIDED BY THE
SECURITIES AND EXCHANGE
COMMISSION (SEC)
You can review and copy information
about the Funds (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 Funds
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.

Funds' Investment Company Act file
number: 811-2652

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

I040N-04/21/2000
<PAGE>

                                     PART B

                             VANGUARD(R) INDEX FUNDS
                                   (THE TRUST)

                       STATEMENT OF ADDITIONAL INFORMATION

                                 APRIL 21, 2000

This Statement is not a prospectus  but should be read in  conjunction  with the
Trust's  current  Prospectuses,  as they may be amended  from time to time.  The
Trust's  current  prospectuses  are dated  April 21,  2000.  To obtain,  without
charge,  a Prospectus or the most recent Annual  Report to  Shareholders,  which
contains the Funds'  Financial  Statements as hereby  incorporated by reference,
please call:

                    VANGUARD INVESTOR INFORMATION DEPARTMENT
                                 1-800-662-7447

                                TABLE OF CONTENTS

DESCRIPTION OF THE TRUST.....................................................B-1
INVESTMENT POLICIES..........................................................B-3
FUNDAMENTAL INVESTMENT LIMITATIONS...........................................B-7
PURCHASE OF SHARES...........................................................B-9
SHARE PRICE..................................................................B-9
REDEMPTION OF SHARES........................................................B-10
YIELD AND TOTAL RETURN......................................................B-11
MANAGEMENT OF THE FUNDS.....................................................B-13
PORTFOLIO TRANSACTIONS......................................................B-17
COMPARATIVE INDEXES.........................................................B-18
FINANCIAL STATEMENTS........................................................B-19


                            DESCRIPTION OF THE TRUST

ORGANIZATION

The  Trust was  organized  as a  Pennsylvania  business  trust in 1975,  and was
reorganized as a Delaware  business trust in July, 1998. The Trust is registered
with the United States Securities and Exchange Commission (the Commission) under
the  Investment  Company Act of 1940 (the 1940 Act) as an open-end,  diversified
management investment company. It currently offers the following funds:

                           Vanguard(R) 500 Index Fund
                    Vanguard(R) Total Stock Market Index Fund
                     Vanguard(R) Extended Market Index Fund
                         Vanguard(R) Mid-Cap Index Fund
                        Vanguard(R) Small-Cap Index Fund
                          Vanguard(R) Value Index Fund
                     Vanguard(R) Small-Cap Value Index Fund
                          Vanguard(R) Growth Index Fund
                     Vanguard(R) Small-Cap Growth Index Fund
                     (EACH, A FUND; COLLECTIVELY, THE FUNDS)


Note:  Each of the Funds listed above is registered as a diversified  management
investment company. However, by tracking its target index, Vanguard Growth Index
Fund technically has become  "nondiversified" under SEC standards. As the market
values of the Fund's largest holdings rise and fall, there may be times when the
Fund is diversified under SEC standards and other times when it is not.


                                      B-1
<PAGE>

     Each of the Funds  offers  two  classes  of  shares,  Investor  Shares  and
Institutional  Shares,  except the 500 Index Fund,  which offers Investor Shares
only.  Institutional  Shares of a Fund are available only to those  investing at
least $10  million in the Fund.  Each Fund has the  ability to offer  additional
funds  or  classes  of  shares.  There is no  limit  on the  number  of full and
fractional  shares  that each Fund may issue for a  particular  fund or class of
shares.

SERVICE PROVIDERS

     CUSTODIANS.  State  Street Bank and Trust  Company,  225  Franklin  Street,
Boston,  Massachusetts  02110, and First Union National Bank, PA4943, 530 Walnut
Street,  Philadelphia,  Pennsylvania 19106, serve as the Funds' custodians.  The
custodians are responsible  for  maintaining  each Fund's assets and keeping all
necessary accounts and records of Fund assets.

     INDEPENDENT ACCOUNTANTS.  PricewaterhouseCoopers LLP, 30 South 17th Street,
Philadelphia,  Pennsylvania 19103, serves as the Funds' independent accountants.
The accountants audit each Fund's financial statements and provide other related
services.

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

CHARACTERISTICS OF THE FUNDS' SHARES

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

     SHAREHOLDER  LIABILITY.  The Funds are 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 a Fund will
not be personally liable for payment of the Fund'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 Fund  obligation  only if the Fund 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 a Fund are entitled to receive any
dividends or other  distributions  declared by the 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  of each Fund 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
series;  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 a Fund's net assets, and to
change any  fundamental  policy of the Fund.  Shareholders of a Fund 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 noncumulative and
cannot be modified without a majority vote.

     LIQUIDATION RIGHTS. In the event a Fund is liquidated, shareholders of that
Fund will be entitled to receive a pro rata share of the Fund's net assets.

     PREEMPTIVE RIGHTS. There are no preemptive rights associated with shares of
each Fund.

     CONVERSION  RIGHTS.  Shareholders  of a Fund may convert  their shares into
another  class of  shares of the same  Fund  upon the  satisfaction  of any then
applicable eligibility requirements.

     REDEMPTION  PROVISIONS.  Each Fund's redemption provisions are described in
their  current   prospectus  and  elsewhere  in  this  Statement  of  Additional
Information.

                                      B-2
<PAGE>

     SINKING FUND PROVISIONS. The Funds have no sinking fund provisions.

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

TAX STATUS OF THE FUNDS

Each 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 a Fund will not be liable  for  federal  tax on income  and  capital  gains
distributed to shareholders. In order to preserve its tax status, each Fund must
comply with certain requirements.  If a Fund 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
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

REPURCHASE AGREEMENTS

Each of the Funds may invest in repurchase  agreements  with  commercial  banks,
brokers  or  dealers  to  generate  income  from its  excess  cash  balances.  A
repurchase  agreement is an agreement under which a 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  the  Fund's   custodian  bank  until
repurchased.  In  addition,  the  Board of  Trustees  will  monitor  the  Fund's
repurchase  agreement  transactions  generally and will establish guidelines and
standards for review of the creditworthiness of any bank, broker or dealer party
to a repurchase agreement with a 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 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.

LENDING OF SECURITIES

Each  Fund  may  lend its  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, a Fund can 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  or  interpretations  of the
Commission  thereunder.  These  provisions limit the amount of securities a 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, a
letter of  credit  issued by a  domestic  U.S.  bank,  or  securities  issued or
guaranteed  by the United  States  Government  having 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

                                      B-3
<PAGE>

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 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  occurs that  affects the
securities on loan, the Fund must call the loan and vote the securities.

TEMPORARY INVESTMENTS

The Funds may take temporary  defensive  measures that are  inconsistent  with a
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  Funds;  (c)  repurchase  agreements
involving any such securities; and (d) other money market instruments.  There is
no limit on the extent to which the Funds may take temporary defensive measures.
In  taking  such  measures,  the  Funds  may fail to  achieve  their  investment
objective.

VANGUARD INTERFUND LENDING PROGRAM

The  Commission  has issued an exemptive  order  permitting  the Funds and other
Vanguard 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
Vanguard 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  Boards  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.

ILLIQUID SECURITIES

Each  Fund  may  invest  up to 15% of its net  assets  in  illiquid  securities.
Illiquid  securities  are  securities  that  the Fund may not be able to sell or
dispose 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.

FUTURES CONTRACTS

Each Fund may enter  into  futures  contracts,  options,  warrants,  options  on
futures contracts,  convertible securities,  and swap agreements for the purpose
of simulating full investment and reducing  transaction  costs. The Funds do not
use futures or options for speculative purposes. Each Fund will only use futures
and options to simulate full investment in the underlying  index while retaining
a cash balance for fund management  purposes.  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 that 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," or "selling" a contract previously

                                      B-4
<PAGE>

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 deposits which
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.  Each Fund
expects to earn interest income on its 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  either  held for  investment
purposes or expected to be acquired by them.  Speculators  are less  inclined to
own, or intend to purchase,  the  securities  underlying  the futures  contracts
which they trade,  and use futures  contracts with the  expectation of realizing
profits from  fluctuations  in the prices of  underlying  securities.  The Funds
intend to use futures contracts only for bona fide hedging purposes.

     Regulations  of the CFTC  applicable to the Funds require that all of their
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 any Fund's
portfolio.  A Fund will only sell futures  contracts to protect the Fund against
declines in the prices of the  securities  underlying  the futures  contracts or
purchase  contracts to protect against an increase in the price of securities it
intends to purchase. As evidence of this hedging interest, the Fund expects that
the majority 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.

     Although  techniques other than the sale and purchase of futures  contracts
could be used to control a Fund's  exposure to market  fluctuations,  the use of
futures contracts may be a more effective means of hedging this exposure.  While
a 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 the underlying securities.

     RESTRICTIONS  ON THE USE OF FUTURES  CONTRACTS.  A 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,  a 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,  a Fund would  continue to be required to make daily cash payments to
maintain its required  margin.  In such  situations,  if a 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,  a Fund may be
required to make delivery of the  instruments  underlying  futures  contracts it
holds.  The inability to close options and futures  positions also could have an
adverse impact on the ability to effectively  hedge. Each Fund will minimize the
risk that it will be unable to close  out a futures  contract  by only  entering
into futures 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

                                      B-5
<PAGE>

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. The Funds also bear the
risk that the adviser will  incorrectly  predict  future  stock  market  trends.
However,  because  the  futures  strategy  of the Funds is  engaged  in only for
hedging purposes,  the Funds' officers do not believe that the Funds are subject
to the risks of loss  frequently  associated with futures  transactions.  A Fund
would  presumably  have sustained  comparable  losses if, instead of the futures
contract,  it had invested in the  underlying  financial  instrument and sold it
after the decline.

     Utilization  of futures  transactions  by a Fund does  involve  the risk of
imperfect or no correlation  where the securities  underlying  futures contracts
have different maturities than the portfolio securities being hedged. It is also
possible  that a 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.


     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 subjecting some futures
traders to substantial losses.


     FEDERAL TAX  TREATMENT  OF FUTURES  CONTRACTS.  Each Fund is  required  for
Federal income tax purposes to recognize as income for each taxable year its net
unrealized  gains and losses on certain  futures  contracts as of the end of the
year as well as those  actually  realized  during the year. In these 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 the  contract.  Gains and  losses on
certain other futures contracts  (primarily non-U.S.  futures contracts) are not
recognized  until the  contracts  are closed and are  treated  as  long-term  or
short-term  depending on the holding  period of the  contract.  Sales of futures
contracts  which  are  intended  to  hedge  against  a  change  in the  value of
securities  held by a 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 each 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 of foreign currencies, or other income derived with respect to the
Fund's business of investing in securities or currencies. It is anticipated that
any net gain on  futures  contracts  will be  considered  qualifying  income for
purposes of the 90% requirement.

     A Fund will distribute to shareholders annually any net capital gains which
have been  recognized for Federal  income tax purposes 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 transactions.

FOREIGN INVESTMENTS

Each Fund may invest in foreign  securities to the extent necessary to carry out
its  investment  strategy of holding  all, or a  representative  sample,  of the
stocks  that  comprise  the index it tracks.  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.  Since  the  stocks of  foreign  companies  are  frequently
denominated  in foreign  currencies,  and since the Funds may  temporarily  hold
uninvested  reserves in bank deposits in foreign  currencies,  the Funds will be
affected  favorably or  unfavorably by changes in currency rates and in exchange
control regulations, and may incur costs in connection with conversions between

                                      B-6
<PAGE>

various  currencies.  The investment  policies of the Funds permit them to enter
into  forward  foreign  currency  exchange  contracts in order to hedge a Fund's
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.

     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  or  similar
financial instrument if such instrument is not marked to market. The disposition
of a currency other than the U.S. dollar by a taxpayer whose functional currency
is the U.S.  dollar 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  income 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 of 1986, as amended,  and
the Treasury regulations) will be integrated and treated as a single transaction
or otherwise  treated  consistently  for purposes of the Code.  Any gain or loss
attributable to the foreign currency component of a transaction  engaged in by a
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 the Funds may make or enter into will
be subject to the special currency rules described above.

     COUNTRY  RISK. As foreign  companies  are not generally  subject to uniform
accounting,  auditing and financial reporting standards and practices comparable
to those applicable to domestic companies,  there may be less publicly available
information  about certain  foreign  companies  than about  domestic  companies.
Securities of some foreign companies are generally less liquid and more volatile
than  securities  of  comparable  domestic  companies.  There is generally  less
government  supervision  and regulation of stock  exchanges,  brokers and listed
companies  than in the  U.S.  In  addition,  with  respect  to  certain  foreign
countries,  there is the possibility of expropriation of confiscatory  taxation,
political or social instability,  or diplomatic  developments which could affect
U.S. investments in those countries.

     Although the Funds will endeavor to achieve most favorable  execution costs
in  their  portfolio  transactions,  fixed  commissions  on many  foreign  stock
exchanges are generally higher than negotiated commissions on U.S. exchanges. In
addition,  it is expected  that the expenses for custodian  arrangements  of the
Funds'  foreign  securities  will be somewhat  greater than the expenses for the
custodian arrangements for handling U.S. securities of equal value.

     Certain foreign  governments  levy  withholding  taxes against dividend and
interest  income.  Although  in some  countries  a  portion  of  these  taxes is
recoverable,  the non-recovered portion of foreign withholding taxes will reduce
the income  received from foreign  companies held by the Funds.  However,  these
foreign  withholding taxes are not expected to have a significant  impact on the
Funds,  since  each Fund seeks  long-term  capital  appreciation  and any income
should be considered incidental.


                       FUNDAMENTAL INVESTMENT LIMITATIONS

Each 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 shares means
the lesser of: (i) 67% or more of the votes cast, so long as

                                      B-7
<PAGE>

shares  representing  more than 50% of a Fund's net asset  value are  present or
represented by proxy; or (ii) shares  representing more than 50% of a Fund's net
asset value.

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

     COMMODITIES.  A Fund may not  invest  in  commodities,  except  that it may
invest in stock  index  futures  contracts,  stock  options and options on stock
index futures contracts. No more than 5% of a Fund's total assets may be used as
initial margin deposit for futures  contracts,  and no more than 20% of a Fund's
total assets may be invested in futures contracts or options at any time.

     DIVERSIFICATION.  With respect to 75% of its total assets,  a 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.  A 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.  From time to time,  the Funds' Board of Trustees may  determine  that
certain  restricted  securities known as Rule 144A securities are liquid and not
subject to the 15% limitation.

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

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

     INVESTMENT  COMPANIES.  A 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 a Fund acquires  pursuant to Section 12 must have  investment  objectives
and investment policies consistent with those of the Fund.

     LOANS.  A Fund  may not lend  money  to any  person  except  by  purchasing
fixed-income  securities  that are publicly  distributed,  lending its portfolio
securities, or through Vanguard's interfund lending program.

     MARGIN.  A 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. A Fund may not invest in interests in oil, gas or other
mineral exploration or development programs.

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


     PUTS/CALLS.  A Fund may not purchase or sell put, call,  straddle or spread
options,  except as  permitted  by the Fund's  investment  policies  relating to
commodities.


     REAL ESTATE. A Fund may not invest directly in real estate, although it may
invest in securities of companies that deal in real estate.

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

     UNDERWRITING.  A 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  a Fund  from  participating  in The
Vanguard Group (Vanguard). Because each Fund is a member of the Group, the Funds
may own securities issued by Vanguard, make loans to Vanguard, and contribute to
Vanguard's costs or other financial  requirement.  See "Management of the Funds"
for more information.

                                      B-8
<PAGE>

                               PURCHASE OF SHARES

The  Funds  reserve  the  right in their  sole  discretion  (i) to  suspend  the
offerings of a Fund's shares, (ii) to reject purchase or exchange orders when in
the judgment of  management  such  rejection is in the best  interest of a Fund,
(iii) impose a transaction fee on a purchase of a Fund's shares if the purchase,
in the opinion of Vanguard,  would disrupt the efficient management of the Fund,
and  (iv)  to  reduce  or  waive  the  minimum  investment  for,  or  any  other
restrictions  on, initial and subsequent  investments as well as redemption fees
for certain fiduciary  accounts or under  circumstances  where certain economies
can be achieved in sales of a Fund's shares.

     EXCHANGE  OF  SECURITIES  FOR SHARES OF A FUND.  In certain  circumstances,
shares of a Fund may be purchased "in kind," i.e.,  in exchange for  securities,
rather than for cash.  The  securities  tendered as part of an in-kind  purchase
must be included in the Index  tracked by the Fund and must have a total  market
value of $1 million or more. In addition, each position must have a market value
of $10,000 or more. Such securities also must be liquid securities which are not
restricted  as to  transfer  and have a value that is readily  ascertainable  as
evidenced  by a listing  on the  American  Stock  Exchange,  the New York  Stock
Exchange or NASDAQ.  Securities accepted by the Fund will be valued as set forth
under  "Share  Price"  in the  Fund's  prospectus  as of the  time  of the  next
determination of net asset value after such acceptance.  Shares of each Fund are
issued at net asset value determined as of the same time. "IN-KIND" PURCHASES OF
THE SMALL-CAP  VALUE INDEX AND SMALL-CAP  GROWTH INDEX FUNDS WILL NOT BE SUBJECT
TO THEIR NORMAL  TRANSACTION FEE OF 0.5%. All dividend,  subscription,  or other
rights that are reflected in the market price of accepted securities at the time
of  valuation  become the property of the Fund and must be delivered to the Fund
by the investor upon receipt from the issuer.  A gain or loss for Federal income
tax purposes would be realized by the investor upon the exchange  depending upon
the cost of the securities tendered.

     A Fund will not accept  securities in exchange for its shares  unless:  (1)
such  securities  are, at the time of the  exchange,  eligible to be held by the
Fund;  (2) the  transaction  will not  cause  the  Fund's  weightings  to become
imbalanced  with  respect  to the  weightings  of  the  stocks  included  in the
corresponding  Index; (3) the investor represents and agrees that all securities
offered to the Fund are not subject to any  restrictions  upon their sale by the
Fund under the  Securities  Act of 1933, or otherwise;  (4) such  securities are
traded in an unrelated transaction with a quoted sales price on the same day the
exchange  valuation  is made;  (5) the  quoted  sales  price  used as a basis of
valuation  is  representative  (e.g.,  one  that  does  not  involve  a trade of
substantial size that  artificially  influences the price of the security);  and
(6) the value of any such  security  being  exchanged  will not exceed 5% of the
Fund's net assets immediately prior to the transaction.

     Investors  interested  in purchasing  Fund shares  in-kind  should  contact
Vanguard.


                                  SHARE PRICE

The share  price,  or "net  asset  value"  per  share for the 500 Index  Fund is
calculated by dividing the total assets of the Fund,  less all  liabilities,  by
the total number of shares outstanding. The net asset value for each share class
of the other Funds is calculated by dividing the net assets attributable to each
share class by the total number of shares  outstanding for that share class. The
net asset  value is  determined  as of the close of the New York Stock  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 bid and ask  prices.  Price
information on  exchange-listed  securities is taken from the exchange where the
security is primarily  traded.  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

                                      B-9
<PAGE>

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 a 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 a 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  a 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.

     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  each  Fund can be found  daily in the  mutual  fund
listings of most major newspapers under the heading of "Vanguard Index Funds."


                              REDEMPTION OF SHARES

Each Fund may suspend redemption  privileges or postpone the date of payment (i)
during any period that the New York Stock Exchange is closed,  or trading on the
Exchange is restricted as determined by the  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 the 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.

     Each  Fund has made an  election  with  the  Commission  to pay in cash all
redemptions  requested by any shareholder of record limited in amount during the
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 any of the Funds 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.

TRADING SHARES THROUGH CHARLES SCHWAB

The Funds have 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 Funds' behalf  subject to those terms and  conditions.
Under this arrangement, the Funds' 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 Funds'  instructions.  Customer orders
that are properly transmitted to the Funds by Schwab, or if applicable, Schwab's
authorized designee, will be priced as follows:

     If you place your order  through  Schwab and it is  received  before 3 p.m.
Eastern time on any business  day,  your order 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. If your order is received  after 3 p.m.  Eastern
time, it 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.

                                      B-10
<PAGE>

                             YIELD AND TOTAL RETURN

     The annualized  yield of each Fund for the 30-day period ended December 31,
1999 is set forth below.

                                        INVESTOR SHARES   INSTITUTIONAL SHARES
                                        ---------------   --------------------
500 Index Fund..................              0.98%                N/A
Total Stock Market Index Fund...              1.01                1.11%
Extended Market Index Fund......              0.82                0.96
Mid-Cap Index Fund..............              0.92                1.04
Small-Cap Index Fund............              1.15                1.27
Value Index Fund................              1.52                1.62
Small-Cap Value Index Fund......              0.97                 *
Growth Index Fund...............              0.50                0.60
Small-Cap Growth Index Fund.....              0.22                 *

- ---------
*As  of  December  31,  1999,  a  30-day  yield  was  not   available   for  the
 Institutional Shares.

     The  average  annual  total  return of each Fund for the one-,  five-,  and
ten-year  periods  ended  December 31, 1999,  or since  inception,  is set forth
below.

<TABLE>
<CAPTION>
                                                  1 YEAR ENDED     5 YEARS ENDED     10 YEARS ENDED
INVESTOR SHARES(1)                                 12/31/1999      12/31/1999(3)      12/31/1999(4)
- ------------------                                ------------     -------------     --------------
<S>                                                   <C>              <C>               <C>
500 Index Fund..........................              21.07%           28.49%            18.07%
Total Stock Market Index Fund...........              23.81            26.84             19.80
Extended Market Index Fund..............              36.22            24.10             16.33
Mid-Cap Index Fund......................              15.32            14.93                --
Small-Cap Index Fund....................              23.13            17.84             14.20
Value Index Fund........................              12.57            22.82             18.66
Small-Cap Value Index Fund(2) ..........               2.83            -6.31                --
Growth Index Fund.......................              28.76            33.65             23.74
Small-Cap Growth Index Fund(2) .........              19.20             8.17                --
</TABLE>

<TABLE>
<CAPTION>
                                                  1 YEAR ENDED     5 YEARS ENDED     10 YEARS ENDED
INSTITUTIONAL SHARES(1)                            12/31/1999      12/31/1999(3)      12/31/1999(4)
- -----------------------                           ------------     -------------     --------------
<S>                                                   <C>              <C>                  <C>
Total Stock Market Index Fund...........              23.93%           22.64%               --
Extended Market Index Fund..............              36.45            22.47                --
Mid-Cap Index Fund .....................              15.41            15.03                --
Small-Cap Index Fund....................              23.33            12.49                --
Value Index Fund .......................              12.67             8.79                --
Small-Cap Value Index Fund..............                 --               --                --
Growth Index Fund ......................              28.91            31.15                --
Small-Cap Growth Index Fund.............                 --               --                --
</TABLE>

- ---------
(1)  Total return figures do not reflect the $10 annual account  maintenance fee
     for accounts under $10,000 or transaction fees no longer in effect.
(2)  Total return figures reflect a 0.50% transaction fee on share purchases.
(3)  Average  annual total  returns  since  inception  for:  Mid-Cap  Index Fund
     (5/21/1998); Small-Cap Value Index Fund (5/21/1998); Small-Cap Growth Index
     Fund  (5/21/1998);  Total  Stock  Market  Index Fund  Institutional  Shares
     (7/7/1997);  Extended Market Index Fund  Institutional  Shares  (7/7/1997);
     Mid-Cap Index Fund

                                      B-11
<PAGE>

     Institutional Shares (5/21/1998); Small-Cap Index Fund Institutional Shares
     (7/7/1997);  Value Index Fund Institutional  Shares (7/2/1998);  and Growth
     Index Fund Institutional Shares (5/14/1998).
(4)  Average annual total returns since  inception for: Total Stock Market Index
     Fund  (4/27/1992);  Value  Index Fund  (11/2/1992);  and Growth  Index Fund
     (11/2/1992).

     The  Institutional  Shares of the Small-Cap  Value Index Fund and Small-Cap
Growth Index Fund had no average  annual total  returns to report as of December
31, 1999.

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
(or for periods of the Fund's  operations)  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 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).

                                      B-12
<PAGE>

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 the Fund's shares and assume that all
dividends and capital gains  distributions  during the period were reinvested in
Fund 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.


                            MANAGEMENT OF THE FUNDS

OFFICERS AND TRUSTEES

The officers of the Funds manage its day-to-day  operations and are  responsible
to the each Fund's Board of Trustees.  The Trustees set broad  policies for each
Fund and choose  their  officers.  The  following  is a list of the Trustees and
officers of the Funds and a statement of their  present  positions and principal
occupations  during the past five years.  As a group,  the Funds'  Trustees  and
officers own less than 1% of the  outstanding  shares of each Fund. Each Trustee
also serves as a Director of The Vanguard Group,  Inc., and as a Trustee of each
of the 103 funds administered by Vanguard (102 in the case of Mr. Malkiel and 93
in the case of Mr.  MacLaury).  The mailing address of the Trustees and officers
of each Fund is Post Office Box 876, Valley Forge, PA 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

                                      B-13
<PAGE>

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
(Machinery/Coal/Appliances);  and  Director  of  The  BFGoodrich  Co.  (Aircraft
Systems/Manufacturing/Chemicals).

JOHN C. SAWHILL, (DOB: 6/12/1936) 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), The Mead Corp. (Paper Products), and AmeriSource Health
Corp.; 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 Funds are "interested persons" as defined in the 1940 Act.

THE VANGUARD GROUP

Each Fund is a member  of The  Vanguard  Group of  Investment  Companies,  which
consists of more than 100 funds.  Through their  jointly-owned  subsidiary,  The
Vanguard Group, Inc.  (Vanguard),  the Funds and the other funds in The Vanguard
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, furnishings and equipment. Each
Fund pays its share of Vanguard's  total expenses which are allocated  among the
Funds under methods approved by the Board of Trustees of the Funds. In addition,
each Fund bears its own direct  expenses  such as legal,  auditing and custodian
fees.

     The Funds' officers are officers of Vanguard.  No officer or employee owns,
or is permitted to own, any securities of any external adviser for the Funds.

                                      B-14
<PAGE>

     Vanguard has adopted a Code of Ethics designed to prevent employees who may
have access to nonpublic  information about the trading  activities of the Funds
(access persons) from profiting from that  information.  The Code permits access
persons to invest in  securities  for their own accounts,  including  securities
that  may  be  held  by  the  Funds,  but  places   substantive  and  procedural
restrictions on their trading  activities.  For example,  the Code requires that
access persons of the Funds receive advance  approval for every securities trade
to ensure that there is no conflict with the trading activities of the Funds.

     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 Amended and Restated  Funds' Service  Agreement  provides that each Vanguard
fund may be  called  upon to  invest  up to .40% of its  current  net  assets in
Vanguard as  contributions  to Vanguard's  capitalization,  and that there is no
limit on the dollar amount that each Vanguard fund may  contribute to Vanguard's
capitalization.  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
December  31,  1999,  each of the Index Trust Funds had  contributed  capital to
Vanguard  representing  0.02% of its net assets. The total amount contributed by
the Funds was $29,702,000, which represented 29.7% of 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
Vanguard,  provides all distribution  and marketing  activities for the funds in
the Group. 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 various  Vanguard  funds based upon relative net assets.
The remaining one half of those expenses is allocated among the funds based upon
each fund's sales for the preceding 24 months relative to the total sales of the
funds as a group; provided,  however, that no fund's aggregate quarterly rate of
contribution  for  distribution  expenses of a marketing and promotional  nature
shall exceed 125% of the average  distribution  expense rate for  Vanguard,  and
that no fund shall incur annual distribution  expenses in excess of 20/100 of 1%
of its average  month-end  net assets.  With respect to the funds which have two
classes of shares,  expenses  paid to Vanguard for  marketing  and  distribution
activities  will be  allocated  to the  class of shares of the fund on behalf of
which the expenses were incurred by making such  allocations to each share class
as if each such class were a separate  Vanguard fund.  With respect to the funds
which have two classes of shares,  expenses associated with Vanguard's provision
of  shareholder  account  services  will be allocated to each share class on the
basis of the amount incurred by each share class.

     During the fiscal years ended December 31, 1997,  1998, and 1999, the Funds
incurred the following  approximate amounts of Vanguard's  management (including
transfer agency), distribution, and marketing expenses:

<TABLE>
<CAPTION>

<S>                                                    <C>          <C>           <C>
FUND                                                          1997          1998          1999
- ----                                                          ----          ----          ----
Vanguard Total Stock Market Index Fund..                $9,113,000   $15,330,000   $27,815,000
Vanguard 500 Index Fund.................               $75,851,000  $108,134,000  $156,491,000
Vanguard Extended Market Index Fund.....                $5,518,000    $6,534,000    $8,139,000
Vanguard Mid-Cap Index Fund.............                       N/A      $174,000*     $907,000
Vanguard Small-Cap Index Fund...........                $4,817,000    $6,369,000    $6,812,000
Vanguard Value Index Fund...............                $2,723,000    $4,562,000    $6,692,000
Vanguard Small-Cap Value Index Fund.....                       N/A      $102,000*     $316,000
Vanguard Growth Index Fund..............                $3,147,000    $8,785,000   $23,861,000
</TABLE>

                                      B-15
<PAGE>

<TABLE>
<CAPTION>
<S>                                                    <C>          <C>           <C>
Vanguard Small-Cap Growth Index Fund....                       N/A       $65,000*     $203,000
- ---------
* Since Inception, April 20, 1998.
</TABLE>

     INVESTMENT ADVISORY SERVICES.  The Funds that comprise Vanguard Index Trust
receive all  investment  advisory  services from  Vanguard.  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
Vanguard funds utilizing these services.  During the fiscal years ended December
31, 1997,  1998 and 1999,  the Funds incurred  expenses for investment  advisory
services in the following amounts:

<TABLE>
<CAPTION>
<S>                                                        <C>          <C>           <C>
FUND                                                          1997          1998          1999
- ----                                                          ----          ----          ----
Vanguard Total Stock Market Index Fund...                  $56,000       $82,000      $120,000
Vanguard 500 Index Fund..................                  $67,000       $80,000      $100,000
Vanguard Extended Market Index Fund......                  $53,000       $73,000      $120,000
Vanguard Mid-Cap Index Fund..............                      N/A       $20,000*      $67,000
Vanguard Small-Cap Index Fund............                  $67,000      $100,000      $167,000
Vanguard Value Index Fund................                  $22,000       $37,000       $67,000
Vanguard Small-Cap Value Index Fund......                      N/A       $20,000*      $53,000
Vanguard Growth Index Fund...............                  $22,000       $37,000       $67,000
Vanguard Small-Cap Growth Index Fund.....                      N/A       $20,000*      $53,000
- ---------
*Since Inception, April 20, 1998.
</TABLE>

TRUSTEE COMPENSATION

The  same  individuals  serve  as  Trustees  of all  Vanguard  funds  (with  two
exceptions,  which are noted in the table appearing 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 funds--in three ways:

- -    The  independent  Trustees  receive an annual fee for their  service to the
     funds, 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.

- -    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 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.

                                      B-16
<PAGE>

                              VANGUARD INDEX TRUST
                               COMPENSATION TABLE

<TABLE>
<CAPTION>
<S>                                           <C>            <C>              <C>             <C>
                                                              PENSION OR
                                                              RETIREMENT                            TOTAL
                                                               BENEFITS                         COMPENSATION
                                                AGGREGATE      ACCRUED AS       ESTIMATED          FROM ALL
                                              COMPENSATION   PART OF THESE       ANNUAL            VANGUARD
                                               FROM THESE        FUNDS'       BENEFITS UPON    FUNDS PAID TO
NAMES OF TRUSTEES                                FUNDS(1)      EXPENSES(1)      RETIREMENT       TRUSTEES(2)
- ---------------------------------------------------------------------------------------------------------------
John C. Bogle(3)..........                          None            None             None              None
John J. Brennan ..........                          None            None             None              None
JoAnn Heffernan Heisen....                       $21,767          $1,199          $15,000           $80,000
Bruce K. MacLaury ........                       $22,553          $2,032          $12,000           $75,000
Burton G. Malkiel.........                       $21,925          $1,985          $15,000           $80,000
Alfred M. Rankin, Jr......                       $21,767          $1,452          $15,000           $80,000
John C. Sawhill...........                       $21,767          $1,839          $15,000           $80,000
James O. Welch, Jr........                       $21,767          $2,122          $15,000           $80,000
J. Lawrence Wilson........                       $21,767          $1,533          $15,000           $80,000
</TABLE>
- ---------
(1)  The amounts  shown in this column are based on the Funds' 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
     calendar year.
(3)  Mr. Bogle has retired from the Funds' Board, effective December 31, 1999.


                             PORTFOLIO TRANSACTIONS

In placing  portfolio  transactions on behalf of a Fund, The Vanguard Group uses
its best  judgment to choose the broker most capable of providing  the brokerage
services  necessary  to  obtain  the best  available  price  and most  favorable
execution.  The full  range and  quality of  brokerage  services  available  are
considered  in  making  these  determinations.  In those  instances  where it is
reasonably determined that more than one broker can offer the brokerage services
needed  to  obtain  the  best  available  price  and most  favorable  execution,
consideration is given to those brokers which supply statistical information and
provide other services in addition to execution services to the Fund.

     Since the Funds do not market their shares through  intermediary brokers or
dealers,  it is not the Funds'  practice  to  allocate  brokerage  or  principal
business on the basis of sales of their  shares  which may be made  through such
firms. However, a Fund may place portfolio orders with qualified  broker-dealers
who recommend the Fund to clients, and may, when a number of brokers and dealers
can provide best price and execution on a particular  transaction,  consider the
sale of Fund shares by a broker or dealer in selecting among broker dealers.

     During the fiscal years ended  December 31, 1997,  1998 and 1999, the Funds
paid brokerage commissions in the following amounts:

<TABLE>

<CAPTION>

<S>                                             <C>          <C>          <C>

FUND                                                  1997         1998         1999
- ----                                                  ----         ----         ----
Vanguard Total Stock Market Index Fund...         $840,641   $1,104,269   $2,163,000
Vanguard 500 Index Fund..................       $2,956,036   $4,181,268   $6,008,000
Vanguard Extended Market Index Fund......         $830,234     $966,456   $1,122,000
Vanguard Mid-Cap Index Fund..............              N/A     $109,539     $223,000
Vanguard Small-Cap Index Fund............       $1,480,436   $1,649,209   $2,284,000
Vanguard Value Index Fund................         $179,361     $254,984     $552,000
Vanguard Small-Cap Value Index Fund......              N/A      $88,369     $166,000
Vanguard Growth Index Fund...............         $294,025     $827,065   $2,959,000
Vanguard Small-Cap Growth Index Fund.....              N/A      $62,118      $49,000
</TABLE>

                                      B-17
<PAGE>

                              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.

     Each of the investment  company  members of The Vanguard  Group,  including
Vanguard  Index Trust,  may from time to time,  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 500/BARRA VALUE  INDEX--consists of the stocks in the Standard
& Poor's 500 Composite Stock Price Index (S&P 500) with the lowest price-to-book
ratios, comprising 50% of the market capitalization of the S&P 500.

STANDARD & POOR'S 500/BARRA GROWTH  INDEX--consists of the stocks in the S&P 500
with  the  highest   price-to-book   ratios,   comprising   50%  of  the  market
capitalization of the S&P 500.

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 & Poor's 500 Index.

BOND BUYER  MUNICIPAL BOND INDEX--is a yield index on current coupon  high-grade
general obligation municipal bonds.

RUSSELL   2000  STOCK   INDEX--is   composed   of   approximately   2,000  small
capitalization stocks.

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

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
preferred  stocks.  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.

SALOMON BROTHERS BROAD  INVESTMENT-GRADE  BOND INDEX--is a market-weighted index
that contains approximately 4700 individually priced investment-grade  corporate
bonds rated BBB or better, U.S. Treasury/agency issues and mortgage pass-through
securities.

                                      B-18
<PAGE>

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.

NASDAQ INDUSTRIAL INDEX--is composed of more than 3,000 industrial issues. It is
a  value-weighted  index  calculated  on price  change only and does not include
income.

COMPOSITE  INDEX--70%  Standard  & Poor's  500 Index and 30%  NASDAQ  Industrial
Index.

COMPOSITE  INDEX--65%  Standard  & Poor's  500  Index  and 35%  Lehman  Brothers
Corporate A or Better Bond Index.

COMPOSITE INDEX--65% Lehman Brothers Long-Term Corporate AA or Better Bond Index
and a 35% weighting in a blended  equity  composite (75% Standard & Poor's/BARRA
Value Index, 12.5% Standard & Poor's Utilities Index and 12.5% Standard & Poor's
Telephone Index).

LEHMAN BROTHERS  LONG-TERM  CORPORATE AA OR BETTER BOND  INDEX--consists  of all
publicly    issued,    fixed    rate,    non-convertible    investment    grade,
dollar-denominated, SEC-registered corporate debt rated AA or AAA.

LEHMAN BROTHERS  AGGREGATE BOND INDEX--is a market-weighted  index that contains
individually priced U.S. Treasury,  agency, corporate, and mortgage pass-through
securities  corporate rated Baa- or better. The Index has a market value of over
$5 trillion.

LEHMAN  BROTHERS  CORPORATE A OR BETTER  BOND  INDEX--consists  of all  publicly
issued,  investment  grade  corporate  bonds rated A or better,  of all maturity
levels.

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.

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.

LEHMAN BROTHERS  CORPORATE (BAA) BOND INDEX--all  publicly  offered  fixed-rate,
non-convertible  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-rate
nonconvertible  U.S.  debt issues rated at least Baa, with at least $100 million
principal outstanding and maturity greater than 10 years.


                              FINANCIAL STATEMENTS

The Funds' Financial  Statements as of and for the year ended December 31, 1999,
appearing in the Vanguard  Index Trust 1999 Annual  Report to  Shareholders  and
inserts  thereto,  and  the  reports  thereon  of  PricewaterhouseCoopers   LLP,
independent  accountants,  also appearing therein, are incorporated by reference
in this Statement of Additional  Information.  For a more complete discussion of
the performance, please see the Funds' Annual Report to Shareholders,  which may
be obtained without charge.

                                      B-19
<PAGE>

                                                              SAI040-INDEX FUNDS

                                      B-20


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