VANGUARD INDEX TRUST
485APOS, 2000-02-18
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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. 56


                                      AND

        REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940


                                AMENDMENT NO. 58




                              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


               IT IS PROPOSED THAT THIS FILING BECOME EFFECTIVE:
            ON APRIL 21, 2000 PURSUANT TO PARAGRAPH (A) OF RULE 485.



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



 <PAGE>

VANGUARD(R)
U.S. STOCK INDEX FUNDS


Prospectus
April 21, 2000

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


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

[MEMBERS OF
THE VANGUARD GROUP LOGO}
<PAGE>


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


- --------------------------------------------------------------------------------
CONTENTS
- --------------------------------------------------------------------------------
1 AN INTRODUCTION TO INDEX FUNDS             33 INVESTMENT ADVISER

2 FUND PROFILES                              34 DIVIDENDS, CAPITAL GAINS,
                                                     AND TAXES
   2 VANGUARD TOTAL STOCK MARKET INDEX FUND  36 SHARE PRICE

   5 VANGUARD 500 INDEX FUND                 36 FINANCIAL HIGHLIGHTS

   8 VANGUARD EXTENDED MARKET INDEX FUND     42 INVESTING WITH VANGUARD

  11 VANGUARD MID-CAP INDEX FUND               42 SERVICES AND ACCOUNT FEATURES

  13 VANGUARD SMALL-CAP INDEX FUND             43 TYPES OF ACCOUNTS

  16 VANGUARD VALUE INDEX FUND                 44 BUYING SHARES

  19 VANGUARD SMALL-CAP VALUE INDEX FUND       46 REDEEMING SHARES

  22 VANGUARD GROWTH INDEX FUND                50 TRANSFERRING REGISTRATION

  25 VANGUARD SMALL-CAP GROWTH INDEX FUND      50 FUND AND ACCOUNT UPDATES

28 MORE ON THE FUNDS                         GLOSSARY (inside back cover)

33 THE FUNDS AND VANGUARD
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
WHY READING THIS PROSPECTUS IS IMPORTANT

This prospectus explains the objectives,  risks, and strategies of 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  investment  performance.  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 comprise the index.  Keep in mind that an index
fund has operating  expenses and  transaction  costs,  while a market index does
not. Therefore, an index fund, while expected to track its target index closely,
typically will be unable to match the performance of the index exactly.
     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 are not  actively  managed by  investment  advisers 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.

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 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 Equity 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 in selected stocks that comprise the
Index.

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

                                CHART GOES HERE




              ----------------------------------------------------
Return  figures do not reflect the account  maintenance  fee imposed on accounts
with balances of less than $10,000, or the transaction fee of 0.25% on purchases
through 1995.


     During the period shown in the bar chart, the highest return for a calendar
quarter  was .%  (quarter  ended .) and the lowest  return for a quarter  was .%
(quarter ended .).

<PAGE>

                                                                               3


- --------------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
                                                                    SINCE
                                    1 YEAR        5 YEARS         INCEPTION*
- --------------------------------------------------------------------------------
Vanguard Total Stock Market Index      .%             .%              .%
Fund**
Wilshire 5000 Index                    .              .               .
- --------------------------------------------------------------------------------
*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 of 0.25% on purchases
through 1995.
- --------------------------------------------------------------------------------

FEES AND EXPENSES
The following table describes the fees and expenses you would 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:                                              .%
      12b-1 Distribution Fee:                                         None
      Other Expenses:                                                   .%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                            .%

*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
               -------------------------------------------------
                   $.          $.         $.           $.
               -------------------------------------------------

     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 AS OF DECEMBER 31, 1999        TICKER SYMBOL
$. billion                                VTSMX

SUITABLE FOR IRAS
Yes
- --------------------------------------------------------------------------------


<PAGE>

                                                                               5

FUND PROFILE--VANGUARD 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 Composite Stock Price Index,  which is dominated by
the stocks of large U.S. companies. The Fund invests in the stocks that comprise
the Index.

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

                                CHART GOES HERE




              ----------------------------------------------------
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 .%  (quarter  ended .) and the lowest  return for a quarter  was .%
(quarter ended .).

<PAGE>

6


- --------------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
                                    1 YEAR        5 YEARS         10 YEARS
- --------------------------------------------------------------------------------
Vanguard 500 Index Fund*               .%            .%              .%
S&P 500 Index                          .             .               .
- --------------------------------------------------------------------------------
*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 would 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:                                              .%
      12b-1 Distribution Fee:                                         None
      Other Expenses:                                                   .%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                            .%

*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
               -------------------------------------------------
                   $.          $.         $.           $.
               -------------------------------------------------

     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
$. billion                                VFINX

SUITABLE FOR IRAS
Yes
- --------------------------------------------------------------------------------

<PAGE>

8

FUND PROFILE--VANGUARD 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 Equity  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 in selected  stocks that  comprise  the
Index.

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

                                CHART GOES HERE




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


     During the period shown in the bar chart, the highest return for a calendar
quarter  was .%  (quarter  ended .) and the lowest  return for a quarter  was .%
(quarter ended .).

<PAGE>

                                                                               9


- --------------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------
                                        1 YEAR       5 YEARS     10 YEARS
- --------------------------------------------------------------------------------
Vanguard Extended Market Index Fund*       .%           .%          .%
Wilshire 4500 Index                        .            .           .
- --------------------------------------------------------------------------------
*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 0.25%
on purchases.
- --------------------------------------------------------------------------------

FEES AND EXPENSES
The following table describes the fees and expenses you would 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:                             0.25%*
      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:                                          .%
      12b-1 Distribution Fee:                                     None
      Other Expenses:                                               .%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                        .%

*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
               -------------------------------------------------
                   $.          $.         $.           $.
               -------------------------------------------------

     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,      NEWSPAPER ABBREVIATION
Pa., since inception                   Extnd

INCEPTION DATE                         VANGUARD FUND NUMBER
December 21, 1987                      098

NET ASSETS AS OF DECEMBER 31, 1999     CUSIP NUMBER
$. billion                             922908207

SUITABLE FOR IRAS                      TICKER SYMBOL
Yes                                    VEXMX
- --------------------------------------------------------------------------------

<PAGE>

                                                                              11

FUND PROFILE--VANGUARD 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 invests in the stocks that  comprise the
Index.

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

                                CHART GOES HERE




              ----------------------------------------------------
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 .%  (quarter  ended .) and the lowest  return for a quarter  was .%
(quarter ended .).


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

<PAGE>

12


FEES AND EXPENSES
The following table describes the fees and expenses you would 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:                                              .%
      12b-1 Distribution Fee:                                         None
      Other Expenses:                                                   .%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                            .%


*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
               -------------------------------------------------
                   $.          $.         $.           $.
               -------------------------------------------------

     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.


- --------------------------------------------------------------------------------
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,      NEWSPAPER ABBREVIATION
Pa., since inception                   MidCp

INCEPTION DATE                         VANGUARD FUND NUMBER
May 21, 1998                           859

NET ASSETS AS OF DECEMBER 31, 1999     CUSIP NUMBER
$. million                             922908843

SUITABLE FOR IRAS                      TICKER SYMBOL
Yes                                    VIMSX
- --------------------------------------------------------------------------------

<PAGE>

                                                                              13

FUND PROFILE--VANGUARD 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 in selected
stocks that comprise the Index.

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

                                CHART GOES HERE




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


     During the period shown in the bar chart, the highest return for a calendar
quarter  was .%  (quarter  ended .) and the lowest  return for a quarter  was .%
(quarter ended .).

<PAGE>

14


- --------------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------
                                        1 YEAR       5 YEARS     10 YEARS
- --------------------------------------------------------------------------------
Vanguard Small-Cap Index Fund*            .%           .%          .%
Russell 2000 Index                        .            .           .
- --------------------------------------------------------------------------------
*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 would 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:                                              .%
      12b-1 Distribution Fee:                                         None
      Other Expenses:                                                   .%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                            .%

     *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
               -------------------------------------------------
                   $.          $.         $.           $.
               -------------------------------------------------

     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>

                                                                              15


- --------------------------------------------------------------------------------
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,      NEWSPAPER ABBREVIATION
Pa., since inception                   SmCap

INCEPTION DATE                         VANGUARD FUND NUMBER
October 3, 1960                        048

NET ASSETS AS OF DECEMBER 31, 1999     CUSIP NUMBER
$. billion                             922908702

SUITABLE FOR IRAS                      TICKER SYMBOL
Yes                                    NAESX
- --------------------------------------------------------------------------------

<PAGE>

16

FUND PROFILE--VANGUARD 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 invests in
the stocks that comprise the Index.

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

                                CHART GOES HERE




              ----------------------------------------------------
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 .%  (quarter  ended .) and the lowest  return for a quarter  was .%
(quarter ended .).

<PAGE>

                                                                              17


- --------------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------
                                                                     SINCE
                                         1 YEAR       5 YEARS     INCEPTION*
- --------------------------------------------------------------------------------
Vanguard Value Index Fund**               .%             .%            .%
S&P 500/BARRA Value Index                 .              .             .
- --------------------------------------------------------------------------------
*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 would 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:                                              .%
      12b-1 Distribution Fee:                                         None
      Other Expenses:                                                   .%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                            .%


*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
               -------------------------------------------------
                   $.          $.         $.           $.
               -------------------------------------------------

     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>

18


- --------------------------------------------------------------------------------
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 AS OF DECEMBER 31, 1999        TICKER SYMBOL
$. billion                                VIVAX

SUITABLE FOR IRAS
Yes
- --------------------------------------------------------------------------------

<PAGE>

                                                                              19

FUND PROFILE--VANGUARD 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 invests in the stocks that comprise the Index.

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

                                CHART GOES HERE




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

     During the period shown in the bar chart, the highest return for a calendar
quarter  was .%  (quarter  ended .) and the lowest  return for a quarter  was .%
(quarter ended .).

<PAGE>

20


- --------------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------
                                             1 YEAR       SINCE INCEPTION*
- --------------------------------------------------------------------------------
Vanguard Small-Cap Value Index Fund**         .%                 .%
S&P's SmallCap 600/BARRA Value Index          .                  .
- --------------------------------------------------------------------------------
*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 would 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:                                              .%
      12b-1 Distribution Fee:                                         None
      Other Expenses:                                                   .%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                            .%


*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
               -------------------------------------------------
                   $.          $.         $.           $.
               -------------------------------------------------

     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>
                                                                              21


- --------------------------------------------------------------------------------
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,      NEWSPAPER ABBREVIATION
Pa., since inception                   SmVal

INCEPTION DATE                         VANGUARD FUND NUMBER
May 21, 1998                           860

NET ASSETS AS OF DECEMBER 31, 1999     CUSIP NUMBER
$. million                             922908793

SUITABLE FOR IRAS                      TICKER SYMBOL
Yes                                    VISVX
- --------------------------------------------------------------------------------

<PAGE>

22

FUND PROFILE--VANGUARD 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 invests
in the stocks that comprise the Index.

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

                                CHART GOES HERE




              ----------------------------------------------------
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 .%  (quarter  ended .) and the lowest  return for a quarter  was .%
(quarter ended .).

<PAGE>

                                                                              23


- --------------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------
                                                               SINCE
                                   1 YEAR       5 YEARS     INCEPTION*
- --------------------------------------------------------------------------------
Vanguard Growth Index Fund**         .%           .%            .%
S&P 500/BARRA Growth Index           .            .             .
- --------------------------------------------------------------------------------
*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 would 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:                                              .%
      12b-1 Distribution Fee:                                         None
      Other Expenses:                                                   .%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                            .%


*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
               -------------------------------------------------
                   $.          $.         $.           $.
               -------------------------------------------------

     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>

24


- --------------------------------------------------------------------------------
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 AS OF DECEMBER 31, 1999        TICKER SYMBOL
$. billion                                VIGRX

SUITABLE FOR IRAS
Yes
- --------------------------------------------------------------------------------

<PAGE>

                                                                              25

FUND PROFILE--VANGUARD 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 invests in the stocks that comprise the Index.

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

                                CHART GOES HERE




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

     During the period shown in the bar chart, the highest return for a calendar
quarter  was .%  (quarter  ended .) and the lowest  return for a quarter  was .%
(quarter ended .).

<PAGE>

26


- --------------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------
                                           1 YEAR       SINCE INCEPTION*
- --------------------------------------------------------------------------------
Vanguard Small-Cap Growth Index Fund**       .%                 .%
S&P's SmallCap 600/BARRA Growth Index        .                  .
- --------------------------------------------------------------------------------
*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 would 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:                                              .%
      12b-1 Distribution Fee:                                         None
      Other Expenses:                                                   .%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                            .%

*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
               -------------------------------------------------
                   $.          $.         $.           $.
               -------------------------------------------------

     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>

                                                                              27


- --------------------------------------------------------------------------------
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,      NEWSPAPER ABBREVIATION
Pa., since inception                   SmGth

INCEPTION DATE                         VANGUARD FUND NUMBER
May 21, 1998                           861

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

SUITABLE FOR IRAS                      TICKER SYMBOL
Yes                                    VISGX
- --------------------------------------------------------------------------------

<PAGE>

28

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.  Index  funds  typically  match the  performance  of
     relevant market  benchmarks more closely than comparable  actively  managed
     funds do.
- -    Low cost.  Index  funds do not have  many of the  expenses  of an  actively
     managed  fund--such  as  research--and  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 the number
     of shares it holds 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
this 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,  includes more than
7,200 stocks),  funds tracking these larger indexes use a "sampling"  technique.
Using a sophisticated  computer program,  these funds invest in a representative
sample of stocks from their  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. The Total Stock Market, Extended Market, and Small-Cap Index Funds employ
this method of indexing.

     The following table shows the number of stocks held by each of the Funds as
of December 31, 1999.

<PAGE>

                                                                              29

- --------------------------------------------------------------------------------
FUND                NUMBER OF STOCKS HELD      NUMBER OF STOCKS IN TARGET INDEX
- --------------------------------------------------------------------------------
Total Stock Market            .                              .
500                           .                              .
Extended Market               .                              .
Mid-Cap                       .                              .
Small-Cap                     .                              .
Value                         .                              .
Small-Cap Value               .                              .
Growth                        .                              .
Small-Cap Growth              .                              .
- --------------------------------------------------------------------------------

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



- --------------------------------------------------------------------------------
                               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 values.  Value funds generally emphasize stocks of
companies  from which the market does not expect  strong  growth.  The prices of
value  stocks  typically  are  below-average  in  comparison  to such factors as
earnings and book value, and these stocks typically have above-average  dividend
yields.  Growth 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 POSSIBILITY 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.
<PAGE>

30

     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.


- --------------------------------------------------------------------------------
                      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 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  POSSIBILITY  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 Vanguard  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 which tracks that index similarly becomes less diversified.
This has happened to Vanguard  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.

<PAGE>

                                                                              31


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 other  Vanguard  U.S.
Stock Index Fund becomes dominated by just a few companies, shareholders in that
Fund would similarly be subject to the risk of nondiversification.



- --------------------------------------------------------------------------------
                                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. All transaction fees are paid directly into the fund itself (unlike
the sales  charge or load imposed by many fund  companies,  which ends up in the
pocket of the sponsor,  adviser, or sales  representative).  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 non-taxable
account). If you are due a dividend that is less than the fee, fractional shares
will be automatically redeemed to make up the difference.

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:
<PAGE>

32

- -    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.
- -    Four  of the  Funds  (Extended  Market,  Small-Cap,  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 "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.

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 the life 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  .%; for all domestic stock funds,  the average  turnover rate was
approximately .%, 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.
<PAGE>

                                                                              33


     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 in stocks.  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 $530 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
1974,  serves as the Funds' adviser  through its Core  Management  Group.  As of
December 31,

<PAGE>

34


1999,  Vanguard served as adviser for about $. 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 Funds paid
advisory  fees at an  effective  annual rate  (applied to the average  daily net
assets of each Fund) of .%.
     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 Fund may occasionally be required to make  supplemental  dividend or capital
gains  distributions  at some  other  time  during  the  year.  You can  receive
distributions of income dividends or capital gains in cash, or you can have them
automatically reinvested in more shares of the Fund.

BASIC TAX POINTS
Vanguard will send you a statement  each year showing the tax status of all your
distributions.  In addition,  taxable investors should be aware of the following
basic tax points:
- -    Distributions  are taxable to you 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 as if received in December.
- -    Any dividends and short-term  capital gains that you receive are taxable to
     you as ordinary income for federal income tax purposes.
- -    Any  distributions  of net  long-term  capital  gains are taxable to you as
     long-term capital gains for federal income tax purposes, no matter how long
     you've owned shares in the Fund.
- -    Capital gains  distributions  may vary  considerably from year to year as a
     result of the Funds' normal investment activities and cash flows.

<PAGE>

                                                                              35


- -    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.
- -    State and local  income  taxes may apply to any  dividend or capital  gains
     distributions  that you  receive,  as well as your gains or losses from any
     sale or exchange of Fund shares.

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


- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                                  DISTRIBUTIONS

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


- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                               "BUYING A DIVIDEND"

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

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).  Net asset  value per share is computed by adding up the total value of
the Fund's  investments  and other assets,  subtracting  any of its  liabilities
(debts), and then dividing by the number of Fund shares outstanding:


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

     Knowing the daily net asset value is useful to you as a shareholder because
it indicates the current value of your investment. The Fund's NAV, multiplied by
the  number of  shares  you own,  gives you the  dollar  amount  you would  have
received had you sold all of your shares back to the Fund that day.
     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.









"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>

                                                                              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 $. per share.  During the
year,  the Fund  earned  $. per  share  from  investment  income  (interest  and
dividends) and $. per share from  investments  that had  appreciated in value or
that were sold for higher prices than the Fund paid for them.

Shareholders  received  $. 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 ($. per share) minus the distributions ($. per share) resulted in a
share  price of $. at the end of the year.  This was an increase of $. per share
(from  $. at the  beginning  of the  year to $. 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 .% for the year.

As of December  31, 1999,  the Fund had $. billion in net assets.  For the year,
its  expense  ratio was .% ($. per  $1,000 of net  assets);  and net  investment
income amounted to .% of its average net assets. It sold and replaced securities
valued at .% 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              $.         $22.64       $17.77       $15.04       $11.37
- ----------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                           .           .336         .319          .29          .29
 Net Realized and Unrealized Gain (Loss)
   on Investments                                .          4.898        5.143         2.84         3.75
                                           ---------------------------------------------------------------
   Total from Investment Operations              .          5.234        5.462         3.13         4.04
                                           ---------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income            .          (.329)       (.322)        (.29)        (.28)
 Distributions from Realized Capital Gains       .          (.125)       (.270)        (.11)        (.09)
                                           ---------------------------------------------------------------
   Total Distributions                           .          (.454)       (.592)        (.40)        (.37)
- ----------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR                    $.         $27.42       $22.64       $17.77       $15.04
==========================================================================================================
TOTAL RETURN*                                   .%         23.26%       30.99%       20.96%       35.79%
==========================================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Year (Millions)             $.         $9,308       $5,092       $3,531       $1,571
 Ratio of Total Expenses to Average Net Assets  .%          0.20%        0.20%        0.22%        0.25%
 Ratio of Net Investment Income to Average
   Net Assets                                   .%          1.44%        1.65%        1.86%        2.14%
 Turnover Rate                                  .%             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>



<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              $.         $90.07       $69.17       $57.60       $42.97
- ----------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                           .           1.33         1.31         1.28         1.22
 Net Realized and Unrealized Gain (Loss)
   on Investments                                .          24.30        21.50        11.82        14.76
                                           ---------------------------------------------------------------
   Total from Investment Operations              .          25.63        22.81        13.10        15.98
                                           ---------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income            .          (1.33)       (1.32)       (1.28)       (1.22)
 Distributions from Realized Capital Gains       .           (.42)        (.59)        (.25)        (.13)
                                           ---------------------------------------------------------------
   Total Distributions                           .          (1.75)       (1.91)       (1.53)       (1.35)
- ----------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR                    $.        $113.95       $90.07       $69.17       $57.60
==========================================================================================================
TOTAL RETURN*                                   .%         28.62%       33.19%       22.88%       37.45%
==========================================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Year (Millions)             $.        $74,229      $49,358      $30,332      $17,372
 Ratio of Total Expenses to Average Net Assets  .%          0.18%        0.19%        0.20%        0.20%
 Ratio of Net Investment Income to Average
   Net Assets                                   .%          1.35%        1.66%        2.04%        2.38%
 Turnover Rate**                                .%             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%, 2%, 2%, 4%, and .%, 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              $.         $30.76       $26.20       $24.07       $18.52
- ----------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                           .           .388         .351          .34          .30
 Net Realized and Unrealized Gain (Loss)
   on Investments                                .          2.025        6.479         3.85         5.95
                                           ---------------------------------------------------------------
   Total from Investment Operations              .          2.413        6.830         4.19         6.25
                                           ---------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income            .          (.373)       (.360)        (.34)        (.30)
 Distributions from Realized Capital Gains       .         (2.170)      (1.910)       (1.72)        (.40)
                                           ---------------------------------------------------------------
   Total Distributions                           .         (2.543)      (2.270)       (2.06)        (.70)
- ----------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR                    $.         $30.63       $30.76       $26.20       $24.07
==========================================================================================================
TOTAL RETURN*                                    .%          8.32%       26.73%       17.65%       33.80%
==========================================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Year (Millions)             $.         $2,939       $2,723       $2,099       $1,523
 Ratio of Total Expenses to Average Net Assets   .%          0.23%        0.23%        0.25%        0.25%
 Ratio of Net Investment Income to Average
   Net Assets                                    .%          1.21%        1.30%        1.42%        1.51%
 Turnover Rate                                   .%            27%          15%          22%          15%
==========================================================================================================
* Total return figures do not reflect transaction fees on purchases (0.25% after October 31, 1997; 0.5% from
1995 through October 31, 1997) or the annual account maintenance fee of $10.
</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                                  $.                 $10.00
- ----------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                                                 .                   .053
 Net Realized and Unrealized Gain (Loss)on Investments                 .                   .840
                                                                 -----------------------------------------
   Total from Investment Operations                                    .                   .893
                                                                 -----------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income                                  .                  (.053)
 Distributions from Realized Capital Gains                             .                  (.050)
                                                                 -----------------------------------------
   Total Distributions                                                 .                  (.103)
- ----------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                        $.                 $10.79
==========================================================================================================
TOTAL RETURN**                                                        .%                  8.55%
==========================================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period (Millions)                                 $.                   $206
 Ratio of Total Expenses to Average Net Assets                        .%                 0.25%+
 Ratio of Net Investment Income to Average Net Assets                 .%                 1.19%+
 Turnover Rate                                                        .%                    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 does not reflect the 0.25% transaction fee on purchases imposed prior to March 1, 1999, or the
annual account maintenance fee of $10.
+ 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              $.         $23.75       $20.23       $18.61       $14.99
- ----------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                           .           .311         .277          .26          .24
 Net Realized and Unrealized Gain (Loss)
   on Investments                                .         (1.007)       4.632         3.07         4.06
                                            ---------------------------------------------------------------
   Total from Investment Operations              .          (.696)       4.909         3.33         4.30
                                           ---------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income            .          (.304)       (.274)        (.27)        (.23)
 Distributions from Realized Capital Gains       .         (1.550)      (1.115)       (1.44)        (.45)
                                           ---------------------------------------------------------------
   Total Distributions                           .         (1.854)      (1.389)       (1.71)        (.68)
- ----------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR                    $.         $21.20       $23.75       $20.23       $18.61
==========================================================================================================
TOTAL RETURN*                                   .%         -2.61%       24.59%       18.12%       28.74%
==========================================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Year (Millions)             $.         $2,768       $2,652       $1,713         $971
 Ratio of Total Expenses to Average Net Assets  .%          0.24%        0.23%        0.25%        0.25%
 Ratio of Net Investment Income to Average
   Net Assets                                   .%          1.39%        1.38%        1.51%        1.58%
 Turnover Rate                                  .%            35%          29%          28%          28%
==========================================================================================================
* Total return figures do not reflect transaction fees on purchases (0.5% after  1996; 1.0% from 1993
through 1996) or the annual account maintenance fee of $10.
</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              $.         $20.85       $17.02       $14.79       $11.12
- ----------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                           .           .366          .38          .37          .41
 Net Realized and Unrealized Gain (Loss)
   on Investments                                .          2.647         4.57         2.81         3.66
                                           ---------------------------------------------------------------
   Total from Investment Operations              .          3.013         4.95         3.18         4.07
                                           ---------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income            .          (.363)        (.37)        (.38)        (.40)
 Distributions from Realized Capital Gains       .          (.990)        (.75)        (.57)         ---
                                           ---------------------------------------------------------------
   Total Distributions                           .         (1.353)       (1.12)        (.95)        (.40)
- ----------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR                    $.         $22.51       $20.85       $17.02       $14.79
==========================================================================================================
TOTAL RETURN*                                   .%         14.64%       29.77%       21.86%       36.94%
==========================================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Year (Millions)             $.         $2,421       $1,796       $1,016         $496
 Ratio of Total Expenses to Average Net Assets  .%          0.22%        0.20%        0.20%        0.20%
 Ratio of Net Investment Income to Average
   Net Assets                                   .%          1.72%        2.05%        2.54%        3.06%
 Turnover Rate                                  .%            33%          25%          29%          27%
==========================================================================================================
* Total return figures do not reflect the annual account maintenance fee of $10.
</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        $.                   $10.00
- --------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                       .                     .045
 Net Realized and Unrealized Gain
   (Loss) on Investments                     .                   (1.250)
                                       -----------------------------------------
   Total from Investment Operations          .                   (1.205)
                                       -----------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income        .                    (.055)
 Distributions from Realized Capital
   Gains                                     .                      --
                                       -----------------------------------------
   Total Distributions                       .                    (.055)
- --------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD              $.                    $8.74
================================================================================
TOTAL RETURN**                              .%                  -12.47%
================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period (Millions)       $.                     $113
 Ratio of Total Expenses to Average
   Net Assets                               .%                   0.25%+
 Ratio of Net Investment Income to
   Average Net Assets                       .%                   1.13%+
 Turnover Rate                              .%                      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 does not reflect the 1.0%  transaction  fee on purchases  imposed
prior to March 1, 1999, or the annual account maintenance fee of $10.
+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              $.         $22.53       $16.90       $13.97       $10.28
- ----------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                           .           .230          .23          .22          .21
 Net Realized and Unrealized Gain (Loss)
   on Investments                                .          9.244         5.88         3.07         3.68
                                           ---------------------------------------------------------------
   Total from Investment Operations              .          9.474         6.11         3.29         3.89
                                           ---------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income            .          (.219)        (.23)        (.22)        (.20)
 Distributions from Realized Capital Gains       .          (.115)        (.25)        (.14)         ---
                                           ---------------------------------------------------------------
   Total Distributions                           .          (.334)        (.48)        (.36)        (.20)
- ----------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR                    $.         $31.67       $22.53       $16.90       $13.97
==========================================================================================================
TOTAL RETURN*                                   .%         42.21%       36.34%       23.74%       38.06%
==========================================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Year (Millions)             $.         $6,644       $2,365         $787         $271
 Ratio of Total Expenses to Average Net Assets  .%          0.22%        0.20%        0.20%        0.20%
 Ratio of Net Investment Income to Average
   Net Assets                                   .%          0.92%        1.19%        1.57%        1.71%
 Turnover Rate                                  .%            29%          26%          29%          24%
==========================================================================================================
* Total return figures do not reflect the annual account maintenance fee of $10.
</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        $.                   $10.00
- --------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                       .                      .03
 Net Realized and Unrealized Gain
  (Loss) on Investments                      .                     (.47)
                                       -----------------------------------------
   Total from Investment Operations          .                     (.44)
                                       -----------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income        .                     (.03)
 Distributions from Realized Capital
    Gains                                    .                       --
                                       -----------------------------------------
   Total Distributions                       .                     (.03)
- --------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD              $.                    $9.53
================================================================================
TOTAL RETURN**                              .%                   -4.77%
================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period (Millions)       $.                      $90
 Ratio of Total Expenses to Average
   Net Assets                               .%                   0.25%+
 Ratio of Net Investment Income to
   Average Net Assets                       .%                   0.63%+
 Turnover Rate                              .%                      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 does not reflect the 1.0%  transaction  fee on purchases  imposed
prior to March 1, 1999, or the annual account maintenance fee of $10.
+Annualized.
</TABLE>

<PAGE>

42

- --------------------------------------------------------------------------------
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 page 47.

- --------------------------------------------------------------------------------
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(TM) [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  ex-change  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>

                                                                              43


- -    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>

44

BUYING SHARES

You buy your shares at the Fund's next-determined net asset value after Vanguard
receives your request.  As long as your request is received  before the close of
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>

                                                                              45

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 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>

46

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--the Fund's
shares.

When Selling Shares:
- -    Vanguard sends the redemption proceeds to you or a designated third party.*
- -    You can sell all or part of your Fund shares at any time.


*May require a signature guarantee; see footnote on page 49.


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 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.
<PAGE>

                                                                              47


     The Vanguard funds whose shares you cannot  exchange online or by telephone
are VANGUARD U.S.  STOCK INDEX FUNDS,  VANGUARD  BALANCED  INDEX FUND,  VANGUARD
INTERNATIONAL  STOCK INDEX FUNDS,  VANGUARD REIT INDEX FUND, and VANGUARD GROWTH
AND INCOME FUND. These funds do, however,  permit online and telephone exchanges
within  IRAs and other  retirement  accounts.  If you sell shares of these funds
online, you will receive a redemption check at your address of record.
- --------------------------------------------------------------------------------
ONLINE REQUESTS [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,   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
<PAGE>

48

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

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

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


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


For clients of Vanguard's Institutional Division . . .

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

A NOTE ON LARGE REDEMPTIONS
It is important that you call Vanguard  before you redeem a large dollar amount.
It is our responsibility to consider the interests of all fund shareholders, and
so we reserve the right to delay  delivery of your  redemption  proceeds--up  to
seven days--if the amount may disrupt the Fund's operation or performance.
     If you redeem more than  $250,000  worth of Fund  shares  within any 90-day
period,  the  Fund  reserves  the  right  to pay  part or all of the  redemption
proceeds above $250,000  in-kind,  i.e., in securities,  rather than in cash. If
payment is made in-kind,  you may incur  brokerage  commissions  if you elect to
sell the securities for cash.
- --------------------------------------------------------------------------------
OPTIONS FOR REDEMPTION PROCEEDS
You may receive your redemption  proceeds in one of three ways: check,  exchange
to another Vanguard fund, or Fund Express redemption.

- --------------------------------------------------------------------------------
CHECK REDEMPTIONS
Normally,  Vanguard  will  mail  your  check  within  two  business  days  of  a
redemption.
- --------------------------------------------------------------------------------
<PAGE>

                                                                              49

- --------------------------------------------------------------------------------
EXCHANGE REDEMPTIONS
As described  above, an exchange  involves using the proceeds of your redemption
to purchase shares of another Vanguard fund.
- --------------------------------------------------------------------------------

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:
<PAGE>

50

The Vanguard Group
455 Devon Park Drive
Wayne, PA 19087-1815
- --------------------------------------------------------------------------------

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

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


TRANSFERRING REGISTRATION

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

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

For clients of Vanguard's Institutional Division . . .

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


FUND AND ACCOUNT UPDATES

STATEMENTS AND REPORTS
We will send you account and tax  statements to help you keep track of your Fund
account  throughout  the year as well as when you are preparing  your income tax
returns.
     In addition,  you will  receive  financial  reports  about the Fund twice a
year.  These   comprehensive   reports  include  an  assessment  of  the  Fund's
performance  (and a comparison  to its industry  benchmark),  an overview of the
financial  markets,  a  report  from  the  advisers,  and the  Fund's  financial
statements which include a listing of the Fund's holdings.
     To keep  the  Fund's  costs  as low as  possible  (so  that  you and  other
shareholders can keep more of the Fund's investment earnings), Vanguard attempts
to  eliminate  duplicate  mailings  to the same  address.  When two or more Fund
shareholders  have the same last name and address,  we send just one Fund report
to that address--instead of mailing separate reports to each shareholder. If you
want us to send  separate  reports,  notify our Client  Services  Department  at
1-800-662-2739.

- --------------------------------------------------------------------------------
CONFIRMATION STATEMENT
Sent each time you buy,  sell, or exchange  shares;  confirms the trade date and
the amount of your transaction.
- --------------------------------------------------------------------------------
<PAGE>

                                                                              51

- --------------------------------------------------------------------------------
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 [COMPUTER]
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>

























                     (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 the
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.

DOLLAR-COST AVERAGING
Investing equal amounts of money at regular  intervals on an ongoing basis. This
technique  ensures  that an investor  buys fewer shares when prices are high and
more shares when prices are low.

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.

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.

MUTUAL FUND
An  investment  company  that pools the money of many people and invests it in a
variety of securities in an effort to achieve a specific objective over time.

NET ASSET VALUE (NAV)
The market value of a mutual fund's total assets, minus liabilities,  divided by
the  number of shares  outstanding.  The value of a single  share is called  its
share value or share price.

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.


PRINCIPAL
The amount of money you put into an investment.


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

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

VOLATILITY
The  fluctuations  in value of a mutual  fund or other  security.  The greater a
fund's volatility, the wider the fluctuations between its high and low prices.

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

[SHIP]
[THE VANGUARD GROUP LOGO]
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 REPORT TO
SHAREHOLDERS
Additional information about the
Funds' investments is available in
the Funds' annual and semiannual
reports to shareholders. In these
reports, you will find a discussion
of the market conditions and
investment strategies that
significantly affected the Funds'
performance during the most recent
fiscal year.

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 1-800-SEC-0330. 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 writing the Public
Reference Section, Securities and
Exchange Commission, Washington,
DC 20549-6009.


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

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


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

[MEMBERS OF
THE VANGUARD GROUP LOGO]
<PAGE>


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


- --------------------------------------------------------------------------------
CONTENTS
- --------------------------------------------------------------------------------
1 AN INTRODUCTION TO INDEX FUNDS              30 THE FUNDS AND VANGUARD

2 FUND PROFILES                               30 INVESTMENT ADVISER

  2 VANGUARD TOTAL STOCK MARKET INDEX FUND    31 DIVIDENDS, CAPITAL GAINS,
                                                  AND TAXES
  4 VANGUARD 500 INDEX FUND
                                              31 SHARE PRICE
  6 VANGUARD EXTENDED MARKET INDEX FUND
                                              32 FINANCIAL HIGHLIGHTS
  9 VANGUARD MID-CAP INDEX FUND
                                              38 INVESTING WITH VANGUARD
 11 VANGUARD SMALL-CAP INDEX FUND
                                              39 ACCESSING FUND INFORMATION BY
 13 VANGUARD VALUE INDEX FUND                     COMPUTER

 16 VANGUARD SMALL-CAP VALUE INDEX FUND       GLOSSARY (inside back cover)

 19 VANGUARD GROWTH INDEX FUND

 22 VANGUARD SMALL-CAP GROWTH INDEX FUND

25 MORE ON THE FUNDS
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
WHY READING THIS PROSPECTUS IS IMPORTANT
This prospectus explains the objectives,  risks, and strategies of 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  investment  performance.  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 comprise the index.  Keep in mind that an index
fund has operating  expenses and  transaction  costs,  while a market index does
not. Therefore, an index fund, while expected to track its target index closely,
typically will be unable to match the performance of the index exactly.
     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 are not  actively  managed by  investment  advisers 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.

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 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 Equity 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 in selected stocks that comprise the
Index.

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

                                CHART GOES HERE




              ----------------------------------------------------
Return figures do not reflect the transaction fee of 0.25% on purchases  through
1995.


     During the period shown in the bar chart, the highest return for a calendar
quarter  was .%  (quarter  ended .) and the lowest  return for a quarter  was .%
(quarter ended .).

- --------------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------
                                                                    SINCE
                                    1 YEAR        5 YEARS         INCEPTION*
- --------------------------------------------------------------------------------
Vanguard Total Stock Market Index      %              %               %
Fund**
Wilshire 5000 Index                    .              .               .
- --------------------------------------------------------------------------------
*April 27, 1992.
**Return  figures  do not  reflect  the  transaction  fee of 0.25% on  purchases
through 1995.
- --------------------------------------------------------------------------------

<PAGE>

                                                                               3

FEES AND EXPENSES

The following table describes the fees and expenses you would 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:                                              .%
      12b-1 Distribution Fee:                                         None
      Other Expenses:                                                   .%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                            .%


     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
               -------------------------------------------------
                   $.          $.         $.           $.
               -------------------------------------------------

     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.


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

DIVIDENDS AND CAPITAL GAINS               NEWSPAPER ABBREVIATION
Dividends are distributed quarterly in    TotSt
March, June, September, and December;
capital gains, if any, are distributed    VANGUARD FUND NUMBER
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 AS OF DECEMBER 31, 1999
$. billion
- --------------------------------------------------------------------------------

<PAGE>

4

FUND PROFILE--VANGUARD 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 Composite Stock Price Index,  which is dominated by
the stocks of large U.S. companies. The Fund invests in the stocks that comprise
the Index.

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

                                CHART GOES HERE




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

     During the period shown in the bar chart, the highest return for a calendar
quarter  was .%  (quarter  ended .) and the lowest  return for a quarter  was .%
(quarter ended .).

- --------------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------
                                    1 YEAR        5 YEARS         10 YEARS
- --------------------------------------------------------------------------------
Vanguard 500 Index Fund                %              %               %
S&P 500 Index                          .              .               .
- --------------------------------------------------------------------------------

<PAGE>

                                                                               5


FEES AND EXPENSES
The following table describes the fees and expenses you would 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:                                              .%
      12b-1 Distribution Fee:                                         None
      Other Expenses:                                                   .%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                            .%


     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
               -------------------------------------------------
                   $.          $.         $.           $.
               -------------------------------------------------

     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.


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

DIVIDENDS AND CAPITAL GAINS                        NEWSPAPER ABBREVIATION
Dividends are distributed quarterly in March,      500
June, September, and December; capital gains, if
any, are distributed annually in December          VANGUARD FUND NUMBER
                                                   040
INVESTMENT ADVISER
The Vanguard Group, Valley Forge, Pa., since       CUSIP NUMBER
inception                                          922908108

INCEPTION DATE                                     TICKER SYMBOL
August 31, 1976                                    VFINX

NET ASSETS AS OF DECEMBER 31, 1999
$. billion
- --------------------------------------------------------------------------------

<PAGE>

6

FUND PROFILE--VANGUARD 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 Equity  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 in selected  stocks that  comprise  the
Index.

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

                                CHART GOES HERE




              ----------------------------------------------------
Return figures do not reflect the transaction fee on purchases.


     During the period shown in the bar chart, the highest return for a calendar
quarter  was .%  (quarter  ended .) and the lowest  return for a quarter  was .%
(quarter ended .).

<PAGE>

                                                                               7


- --------------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------
                                        1 YEAR       5 YEARS     10 YEARS
- --------------------------------------------------------------------------------
Vanguard Extended Market Index Fund*       .%           .%          .%
Wilshire 4500 Index                        .            .           .
- --------------------------------------------------------------------------------
*Return figures reflect the transaction fee of 0.25% on purchases.
- --------------------------------------------------------------------------------


FEES AND EXPENSES
The following table describes the fees and expenses you would 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:                              0.25%*
      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:                                          .%
      12b-1 Distribution Fee:                                     None
      Other Expenses:                                               .%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                        .%


*    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
               -------------------------------------------------
                   $.          $.         $.           $.
               -------------------------------------------------

     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>

8


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

DIVIDENDS AND CAPITAL GAINS                    NEWSPAPER ABBREVIATION
Distributed annually in December               Extnd

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

<PAGE>

                                                                               9

FUND PROFILE--VANGUARD 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 invests in the stocks that  comprise the
Index.

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


                                CHART GOES HERE




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

     During the period shown in the bar chart, the highest return for a calendar
quarter  was .%  (quarter  ended .) and the lowest  return for a quarter  was .%
(quarter ended .).

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

<PAGE>

10


FEES AND EXPENSES
The following table describes the fees and expenses you would 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:                                              .%
      12b-1 Distribution Fee:                                         None
      Other Expenses:                                                   .%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                            .%

     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
               -------------------------------------------------
                   $.          $.         $.           $.
               -------------------------------------------------

     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.


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

DIVIDENDS AND CAPITAL GAINS                    NEWSPAPER ABBREVIATION
Distributed annually in December               MidCp

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

<PAGE>

                                                                              11

FUND PROFILE--VANGUARD 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 in selected
stocks that comprise the Index.

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

                                CHART GOES HERE




              ----------------------------------------------------
Return  figures do not reflect the transaction fee on purchases.

     During the period shown in the bar chart, the highest return for a calendar
quarter  was .%  (quarter  ended .) and the lowest  return for a quarter  was .%
(quarter ended .).

- --------------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------
                                        1 YEAR       5 YEARS     10 YEARS
- --------------------------------------------------------------------------------
Vanguard Small-Cap Index Fund*            .%           .%          .%
Russell 2000 Index                        .            .           .
- --------------------------------------------------------------------------------
*Return figures reflect the transaction fee of 0.50% on purchases.
- --------------------------------------------------------------------------------

<PAGE>

12


FEES AND EXPENSES
The following table describes the fees and expenses you would 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:                                              .%
      12b-1 Distribution Fee:                                         None
      Other Expenses:                                                   .%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                            .%


*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
               -------------------------------------------------
                   $.          $.         $.           $.
               -------------------------------------------------

     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.


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

DIVIDENDS AND CAPITAL GAINS                    NEWSPAPER ABBREVIATION
Distributed annually in December               SmCap

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

<PAGE>

                                                                              13

FUND PROFILE--VANGUARD 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 invests in
the stocks that comprise the Index.

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

                                CHART GOES HERE




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

     During the period shown in the bar chart, the highest return for a calendar
quarter  was .%  (quarter  ended .) and the lowest  return for a quarter  was .%
(quarter ended .).

<PAGE>

14


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


FEES AND EXPENSES
The following table describes the fees and expenses you would 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:                                              .%
      12b-1 Distribution Fee:                                         None
      Other Expenses:                                                   .%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                            .%


     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
               -------------------------------------------------
                   $.          $.         $.           $.
               -------------------------------------------------

     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>

                                                                              15


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

DIVIDENDS AND CAPITAL GAINS                        NEWSPAPER ABBREVIATION
Dividends are distributed quarterly in March,      Value
June, September, and December; capital gains, if
any, are distributed annually in December          VANGUARD FUND NUMBER
                                                   006
INVESTMENT ADVISER
The Vanguard Group, Valley Forge, Pa., since       CUSIP NUMBER
inception                                          922908405

INCEPTION DATE                                     TICKER SYMBOL
November 2, 1992                                   VIVAX

NET ASSETS AS OF DECEMBER 31, 1999
$. billion
- --------------------------------------------------------------------------------

<PAGE>

16

FUND PROFILE--VANGUARD 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 invests in the stocks that comprise the Index.

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

                                CHART GOES HERE




              ----------------------------------------------------
The return  figure  does not  reflect the  transaction  fee on purchases.

     During the period shown in the bar chart, the highest return for a calendar
quarter  was .%  (quarter  ended .) and the lowest  return for a quarter  was .%
(quarter ended .).

<PAGE>

                                                                              17


- --------------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------
                                             1 YEAR       SINCE INCEPTION*
- --------------------------------------------------------------------------------
Vanguard Small-Cap Value Index Fund**         .%                 .%
S&P's SmallCap 600/BARRA Value Index          .                  .
- --------------------------------------------------------------------------------
*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 would 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:                                              .%
      12b-1 Distribution Fee:                                         None
      Other Expenses:                                                   .%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                            .%

*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
               -------------------------------------------------
                   $.          $.         $.           $.
               -------------------------------------------------

     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>

18


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

DIVIDENDS AND CAPITAL GAINS                    NEWSPAPER ABBREVIATION
Distributed annually in December               SmVal

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

<PAGE>

                                                                              19

FUND PROFILE--VANGUARD 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 invests
in the stocks that comprise the Index.

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

                                CHART GOES HERE




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

     During the period shown in the bar chart, the highest return for a calendar
quarter  was .%  (quarter  ended .) and the lowest  return for a quarter  was .%
(quarter ended .).

<PAGE>

20


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


FEES AND EXPENSES
The following table describes the fees and expenses you would 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:                                              .%
      12b-1 Distribution Fee:                                         None
      Other Expenses:                                                   .%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                            .%


     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
               -------------------------------------------------
                   $.          $.         $.           $.
               -------------------------------------------------

     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>

                                                                              21


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

DIVIDENDS AND CAPITAL GAINS                        NEWSPAPER ABBREVIATION
Dividends are distributed quarterly in March,      Growth
June, September, and December; capital gains, if
any, are distributed annually in December          VANGUARD FUND NUMBER
                                                   009
INVESTMENT ADVISER
The Vanguard Group, Valley Forge, Pa., since       CUSIP NUMBER
inception                                          922908504

INCEPTION DATE                                     TICKER SYMBOL
November 2, 1992                                   VIGRX

NET ASSETS AS OF DECEMBER 31, 1999
$. billion
- --------------------------------------------------------------------------------

<PAGE>

22

FUND PROFILE--VANGUARD 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 invests in the stocks that comprise the Index.

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

                                CHART GOES HERE




              ----------------------------------------------------
The return figure does not reflect the transaction fee on purchases.

     During the period shown in the bar chart, the highest return for a calendar
quarter  was .%  (quarter  ended .) and the lowest  return for a quarter  was .%
(quarter ended .).

<PAGE>


                                                                              23


- --------------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------
                                           1 YEAR       SINCE INCEPTION*
- --------------------------------------------------------------------------------
Vanguard Small-Cap Growth Index Fund**       .%                 .%
S&P's SmallCap 600/BARRA Growth Index        .                  .
- --------------------------------------------------------------------------------
*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 would 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:                                              .%
      12b-1 Distribution Fee:                                         None
      Other Expenses:                                                   .%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                            .%

*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
               -------------------------------------------------
                   $.          $.         $.           $.
               -------------------------------------------------

     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>

24


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

DIVIDENDS AND CAPITAL GAINS                    NEWSPAPER ABBREVIATION
Distributed annually in December               SmGth

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

<PAGE>

                                                                              25

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.  Index  funds  typically  match the  performance  of
     relevant market  benchmarks more closely than comparable  actively  managed
     funds do.
- -    Low cost.  Index  funds do not have  many of the  expenses  of an  actively
     managed  fund--such  as  research--and  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 the number
     of shares it holds 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
this 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,  includes more than
7,200 stocks),  funds tracking these larger indexes use a "sampling"  technique.
Using a sophisticated  computer program,  these funds invest in a representative
sample of stocks from their  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. The Total Stock Market, Extended Market, and Small-Cap Index Funds employ
this method of indexing.

     The following table shows the number of stocks held by each of the Funds as
of December 31, 1999.

<PAGE>

26

- --------------------------------------------------------------------------------
FUND                NUMBER OF STOCKS HELD      NUMBER OF STOCKS IN TARGET INDEX
- --------------------------------------------------------------------------------
Total Stock Market            .                              .
500                           .                              .
Extended Market               .                              .
Mid-Cap                       .                              .
Small-Cap                     .                              .
Value                         .                              .
Small-Cap Value               .                              .
Growth                        .                              .
Small-Cap Growth              .                              .
- --------------------------------------------------------------------------------

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



- --------------------------------------------------------------------------------
                               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 values.  Value funds generally emphasize stocks of
companies  from which the market does not expect  strong  growth.  The prices of
value  stocks  typically  are  below-average  in  comparison  to such factors as
earnings and book value, and these stocks typically have above-average  dividend
yields.  Growth 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 POSSIBILITY 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.


<PAGE>

                                                                              27

     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.


- --------------------------------------------------------------------------------
                      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 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  POSSIBILITY  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 Vanguard  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 which tracks that index similarly becomes less diversified.
This has happened to Vanguard  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.

<PAGE>

28


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 other  Vanguard  U.S.
Stock Index Fund becomes dominated by just a few companies, shareholders in that
Fund would similarly be subject to the risk of nondiversification.

- --------------------------------------------------------------------------------
                               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. All transaction fees are paid directly into the fund itself (unlike
the sales  charge or load imposed by many fund  companies,  which ends up in the
pocket of the sponsor,  adviser, or sales  representative).  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.
- -    Four  of the  Funds  (Extended  Market,  Small-Cap,  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>

                                                                              29

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 the life 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  .%; for all domestic stock funds,  the average  turnover rate was
approximately .%, 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 in stocks.  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).
<PAGE>

30


     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 $530 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
1974,  serves as the Funds' adviser  through its Core  Management  Group.  As of
December 31, 1999,  Vanguard served as adviser for about $. 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
Funds paid  advisory  fees at an effective  annual rate  (applied to the average
daily net assets of each Fund) of .%.
     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.

<PAGE>

                                                                              31


- --------------------------------------------------------------------------------
                               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 Fund may occasionally be required to make  supplemental  dividend or capital
gains distributions at some other time during the year.
     Your  dividend  and  capital  gains  distributions  will be  reinvested  in
additional  Fund  shares  and  accumulate  on a  tax-deferred  basis  if you are
investing through an employer-sponsored retirement or savings plan. You will not
owe taxes on these  distributions until you begin withdrawals from the plan. You
should consult your plan administrator, your plan's Summary Plan Description, or
your tax adviser about the tax consequences of plan withdrawals.

- --------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                                 DISTRIBUTIONS

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


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).  Net asset  value per share is computed by adding up the total value of
the Fund's  investments  and other assets,  subtracting  any of its  liabilities
(debts), and then dividing by the number of Fund shares outstanding:


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

<PAGE>

32

     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.

- --------------------------------------------------------------------------------
                               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 $. per share.  During the
year,  the Fund  earned  $. per  share  from  investment  income  (interest  and
dividends) and $. per share from  investments  that had  appreciated in value or
that were sold for higher prices than the Fund paid for them.

Shareholders  received  $. 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 ($. per share) minus the distributions ($. per share) resulted in a
share  price of $. at the end of the year.  This was an increase of $. per share
(from  $. at the  beginning  of the  year to $. 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 .% for the year.

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



<PAGE>

                                                                              33



<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              $.         $22.64       $17.77       $15.04       $11.37
- ----------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                           .           .336         .319          .29          .29
 Net Realized and Unrealized Gain (Loss)
   on Investments                                .          4.898        5.143         2.84         3.75
                                           ---------------------------------------------------------------
   Total from Investment Operations              .          5.234        5.462         3.13         4.04
                                           ---------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income            .          (.329)       (.322)        (.29)        (.28)
 Distributions from Realized Capital Gains       .          (.125)       (.270)        (.11)        (.09)
                                           ---------------------------------------------------------------
   Total Distributions                           .          (.454)       (.592)        (.40)        (.37)
- ----------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR                    $.         $27.42       $22.64       $17.77       $15.04
==========================================================================================================
TOTAL RETURN*                                   .%         23.26%       30.99%       20.96%       35.79%
==========================================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Year (Millions)             $.         $9,308       $5,092       $3,531       $1,571
 Ratio of Total Expenses to Average Net Assets  .%          0.20%        0.20%        0.22%        0.25%
 Ratio of Net Investment Income to Average
   Net Assets                                   .%          1.44%        1.65%        1.86%        2.14%
 Turnover Rate                                  .%             3%           2%           3%           3%
==========================================================================================================
* Total return figures do not reflect the 0.25% transaction fee on purchases through 1995.
</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              $.         $90.07       $69.17       $57.60       $42.97
- ----------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                           .           1.33         1.31         1.28         1.22
 Net Realized and Unrealized Gain (Loss)
   on Investments                                .          24.30        21.50        11.82        14.76
                                             ---------------------------------------------------------------
   Total from Investment Operations              .          25.63        22.81        13.10        15.98
                                           ---------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income            .          (1.33)       (1.32)       (1.28)       (1.22)
 Distributions from Realized Capital Gains       .           (.42)        (.59)        (.25)        (.13)
                                           ---------------------------------------------------------------
   Total Distributions                           .          (1.75)       (1.91)       (1.53)       (1.35)
- ----------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR                    $.        $113.95       $90.07       $69.17       $57.60
==========================================================================================================
TOTAL RETURN                                    .%         28.62%       33.19%       22.88%       37.45%
==========================================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Year (Millions)             $.        $74,229      $49,358      $30,332      $17,372
 Ratio of Total Expenses to Average Net Assets  .%          0.18%        0.19%        0.20%        0.20%
 Ratio of Net Investment Income to Average
   Net Assets                                   .%          1.35%        1.66%        2.04%        2.38%
 Turnover Rate*                                 .%             6%           5%           5%           4%
==========================================================================================================
*Turnover rates excluding in-kind redemptions were 3%, 2%, 2%, 4%, and .%, respectively.
</TABLE>

<PAGE>

34


<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              $.         $30.76       $26.20       $24.07       $18.52
- ----------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                           .           .388         .351          .34          .30
 Net Realized and Unrealized Gain (Loss)
  on Investments                                 .          2.025        6.479         3.85         5.95
                                              ---------------------------------------------------------------
   Total from Investment Operations              .          2.413        6.830         4.19         6.25
                                           ---------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income            .          (.373)       (.360)        (.34)        (.30)
 Distributions from Realized Capital Gains       .         (2.170)      (1.910)       (1.72)        (.40)
                                           ---------------------------------------------------------------
   Total Distributions                           .         (2.543)      (2.270)       (2.06)        (.70)
- ----------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR                    $.         $30.63       $30.76       $26.20       $24.07
==========================================================================================================
TOTAL RETURN*                                   .%          8.32%       26.73%       17.65%       33.80%
==========================================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Year (Millions)             $.         $2,939       $2.723       $2,099       $1,523
 Ratio of Total Expenses to Average Net Assets  .%          0.23%        0.23%        0.25%        0.25%
 Ratio of Net Investment Income to Average
  Net Assets                                    .%          1.21%        1.30%        1.42%        1.51%
 Turnover Rate                                  .%            27%          15%          22%          15%
==========================================================================================================
* Total return figures do not reflect transaction fees on purchases (0.25% after October 31, 1997; 0.5% from
1995 through October 31, 1997).
</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                                  $.                 $10.00
- ----------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                                                 .                   .053
 Net Realized and Unrealized Gain (Loss)on Investments                 .                   .840
                                                                  -----------------------------------------
   Total from Investment Operations                                    .                   .893
                                                                 -----------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income                                  .                  (.053)
 Distributions from Realized Capital Gains                             .                  (.050)
                                                                 -----------------------------------------
   Total Distributions                                                 .                  (.103)
- ----------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                         .                 $10.79
==========================================================================================================
TOTAL RETURN**                                                        .%                  8.55%
==========================================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period (Millions)                                 $.                   $206
 Ratio of Total Expenses to Average Net Assets                        .%                 0.25%+
 Ratio of Net Investment Income to Average
   Net Assets                                                         .%                 1.19%+
 Turnover Rate                                                        .%                    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 does not reflect the 0.25% transaction fee on purchases imposed prior to March 1, 1999.
+Annualized.
</TABLE>

<PAGE>
                                                                              35


<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              $.         $23.75       $20.23       $18.61       $14.99
- ----------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                           .           .311         .277          .26          .24
 Net Realized and Unrealized Gain (Loss)
   on Investments                                .         (1.007)       4.632         3.07         4.06
                                           ---------------------------------------------------------------
   Total from Investment Operations              .          (.696)       4.909         3.33         4.30
                                           ---------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income            .          (.304)       (.274)        (.27)        (.23)
 Distributions from Realized Capital Gains       .         (1.550)      (1.115)       (1.44)        (.45)
                                           ---------------------------------------------------------------
   Total Distributions                           .         (1.854)      (1.389)       (1.71)        (.68)
- ----------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR                    $.         $21.20       $23.75       $20.23       $18.61
==========================================================================================================
TOTAL RETURN*                                   .%         -2.61%       24.59%       18.12%       28.74%
==========================================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Year (Millions)             $.         $2,768       $2,652       $1,713         $971
 Ratio of Total Expenses to Average Net Assets  .%          0.24%        0.23%        0.25%        0.25%
 Ratio of Net Investment Income to Average
  Net Assets                                    .%          1.39%        1.38%        1.51%        1.58%
 Turnover Rate                                  .%            35%          29%          28%          28%
==========================================================================================================
* Total return figures do not reflect transaction fees on purchases (0.5% after  1996; 1.0% from 1993
through 1996).
</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              $.         $20.85       $17.02       $14.79       $11.12
- ----------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                           .           .366          .38          .37          .41
 Net Realized and Unrealized Gain (Loss)
   on Investments                                .          2.647         4.57         2.81         3.66
                                              ---------------------------------------------------------------
   Total from Investment Operations              .          3.013         4.95         3.18         4.07
                                           ---------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income            .          (.363)        (.37)        (.38)        (.40)
 Distributions from Realized Capital Gains       .          (.990)        (.75)        (.57)         ---
                                           ---------------------------------------------------------------
   Total Distributions                           .         (1.353)       (1.12)        (.95)        (.40)
- ----------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR                    $.         $22.51       $20.85       $17.02       $14.79
==========================================================================================================
TOTAL RETURN                                    .%         14.64%       29.77%       21.86%       36.94%
==========================================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Year (Millions)             $.         $2,421       $1,796       $1,016         $496
 Ratio of Total Expenses to Average Net Assets  .%          0.22%        0.20%        0.20%        0.20%
 Ratio of Net Investment Income to Average
   Net Assets                                   .%          1.72%        2.05%        2.54%        3.06%
 Turnover Rate                                  .%            33%          25%          29%          27%
==========================================================================================================
</TABLE>

<PAGE>

36


<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        $.                   $10.00
- -------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                       .                     .045
 Net Realized and Unrealized Gain
   (Loss) on Investments                     .                   (1.250)
                                       ----------------------------------------
   Total from Investment Operations          .                   (1.205)
                                       ----------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income        .                    (.055)
 Distributions from Realized Capital
   Gains                                     .                      --
                                       ----------------------------------------
   Total Distributions                       .                    (.055)
- -------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD              $.                    $8.74
================================================================================
TOTAL RETURN**                              .%                  -12.47%
================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period (Millions)      $.                      $113
 Ratio of Total Expenses to Average
   Net Assets                               .%                   0.25%+
 Ratio of Net Investment Income to
   Average Net Assets                       .%                   1.13%+
 Turnover Rate                              .%                      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 does not reflect the 1.0%  transaction  fee on purchases  imposed
prior to March 1, 1999.
+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              $.         $22.53       $16.90       $13.97       $10.28
- ----------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                           .           .230          .23          .22          .21
 Net Realized and Unrealized Gain (Loss)
   on Investments                                .          9.244         5.88         3.07         3.68
                                           ---------------------------------------------------------------
   Total from Investment Operations              .          9.474         6.11         3.29         3.89
                                           ---------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income            .          (.219)        (.23)        (.22)        (.20)
 Distributions from Realized Capital Gains       .          (.115)        (.25)        (.14)         ---
                                           ---------------------------------------------------------------
   Total Distributions                           .          (.334)        (.48)        (.36)        (.20)
- ----------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR                    $.         $31.67       $22.53       $16.90       $13.97
==========================================================================================================
TOTAL RETURN                                    .%         42.21%       36.34%       23.74%       38.06%
==========================================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Year (Millions)             $.         $6,644       $2,365         $787         $271
 Ratio of Total Expenses to Average Net Assets  .%          0.22%        0.20%        0.20%        0.20%
 Ratio of Net Investment Income to Average
   Net Assets                                   .%          0.92%        1.19%        1.57%        1.71%
 Turnover Rate                                  .%            29%          26%          29%          24%
==========================================================================================================
</TABLE>

<PAGE>
                                                                              37


<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        $.                   $10.00
- -------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                       .                      .03
 Net Realized and Unrealized Gain            .                     (.47)
  (Loss) on Investments
                                       ----------------------------------------
    Total from Investment Operations         .                     (.44)
                                       ----------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income        .                     (.03)
 Distributions from Realized Capital         .                       --
  Gains
                                       ----------------------------------------
    Total Distributions                      .                     (.03)
- -------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD              $.                    $9.53
================================================================================
TOTAL RETURN**                              .%                   -4.77%
================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period (Millions)       $.                      $90
 Ratio of Total Expenses to Average
  Net Assets                                .%                   0.25%+
 Ratio of Net Investment Income to
  Average Net Assets                        .%                   0.63%+
 Turnover Rate                              .%                      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 does not reflect the 1.0%  transaction  fee on purchases  imposed
prior to March 1, 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>

38

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 Services 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  Participant  Services,
     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>

                                                                              39

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 the
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.

DOLLAR-COST AVERAGING
Investing equal amounts of money at regular  intervals on an ongoing basis. This
technique  ensures  that an investor  buys fewer shares when prices are high and
more shares when prices are low.

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.

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.

MUTUAL FUND
An  investment  company  that pools the money of many people and invests it in a
variety of securities in an effort to achieve a specific objective over time.

NET ASSET VALUE (NAV)
The market value of a mutual fund's total assets, minus liabilities,  divided by
the  number of shares  outstanding.  The value of a single  share is called  its
share value or share price.

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.


PRINCIPAL
The amount of money you put into an investment.


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

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

VOLATILITY
The  fluctuations  in value of a mutual  fund or other  security.  The greater a
fund's volatility, the wider the fluctuations between its high and low prices.

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

[SHIP]
[THE VANGUARD GROUP LOGO]
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 REPORT TO
SHAREHOLDERS
Additional information about the
Funds' investments is available in
the Funds' annual and semiannual
reports to shareholders. In these
reports, you will find a discussion
of the market conditions and
investment strategies that
significantly affected the Funds'
performance during the most recent
fiscal year.

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 SERVICES 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 1-800-SEC-0330. 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 writing the Public
Reference Section, Securities and
Exchange Commission, Washington,
DC 20549-6009.


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>

VANGUARD(R) INSTITUTIONAL INDEX FUND
INSTITUTIONAL SHARES AND
INSTITUTIONAL PLUS SHARES

VANGUARD(R) U.S. STOCK INDEX FUNDS
INSTITUTIONAL SHARES


Prospectus
April 21, 2000

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


VANGUARD INSTITUTIONAL
INDEX FUND

 INSTITUTIONAL SHARES

 INSTITUTIONAL PLUS
 SHARES

VANGUARD U.S. STOCK
INDEX FUNDS
INSTITUTIONAL SHARES OF:

 VANGUARD TOTAL STOCK
 MARKET 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


[MEMBERS OF
THE VANGUARD GROUP LOGO]

<PAGE>


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



<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
CONTENTS
- ------------------------------------------------------------------------------------------------
<S>                                                     <C>
1 FUND PROFILES                                         31 THE FUNDS AND VANGUARD

  1 VANGUARD INSTITUTIONAL INDEX FUND                   32 INVESTMENT ADVISER
     INSTITUTIONAL AND INSTITUTIONAL PLUS SHARES
  4 VANGUARD TOTAL STOCK MARKET INDEX FUND              32 DIVIDENDS, CAPITAL GAINS, AND TAXES
     INSTITUTIONAL SHARES
  6 VANGUARD EXTENDED MARKET INDEX FUND                 34 SHARE PRICE
     INSTITUTIONAL SHARES
  9 VANGUARD MID-CAP INDEX FUND                         34 FINANCIAL HIGHLIGHTS
     INSTITUTIONAL SHARES
  12 VANGUARD SMALL-CAP INDEX FUND                      40 INVESTING WITH VANGUARD
     INSTITUTIONAL SHARES                                   40 SERVICES AND ACCOUNT FEATURES
  15 VANGUARD VALUE INDEX FUND                              41 TYPES OF ACCOUNTS
     INSTITUTIONAL SHARES                                   41 BUYING SHARES
  18 VANGUARD SMALL-CAP VALUE INDEX FUND                    43 REDEEMING SHARES
     INSTITUTIONAL SHARES                                   46 TRANSFERRING REGISTRATION
  21 VANGUARD GROWTH INDEX FUND                             46 FUND AND ACCOUNT UPDATES
     INSTITUTIONAL SHARES
  24 VANGUARD SMALL-CAP GROWTH INDEX FUND               47 MANDATORY CONVERSION TO INSTITUTIONAL
     INSTITUTIONAL SHARES                                   OR INVESTOR SHARES

27 MORE ON THE FUNDS                                    GLOSSARY (inside back cover)
- ------------------------------------------------------------------------------------------------
</TABLE>

- --------------------------------------------------------------------------------
WHY READING THIS PROSPECTUS IS IMPORTANT
This  prospectus  explains  the  objective,  risks,  and  strategies  of certain
Vanguard 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.
- -------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
OTHER CLASSES OF SHARES AND OTHER PROSPECTUSES
Vanguard  currently  offers nine U.S.  stock index  funds.  Each of these funds,
other than Vanguard 500 Index Fund, issues two classes of shares:  Institutional
Shares and Investor Shares.  Institutional  Shares are intended for persons that
are  investing at least $10 million and that  generally  do not require  special
employee benefit  services.  For those wishing to invest at least $10 million in
an S&P 500 index fund and who generally do not require special  employee benefit
services,  Vanguard  offers the  Vanguard  Institutional  Index Fund.  This Fund
issues  Institutional  Shares for those  investing  less than $200 million,  and
Institutional Plus Shares for those investing $200 million or more.

This  prospectus  describes  the  Institutional  Shares  offered  by each of the
Vanguard U.S. Stock Index Funds (other than Vanguard 500 Index Fund,  which does
not offer Institutional  Shares) and the Institutional  Shares and Institutional
Plus Shares offered by Vanguard  Institutional Index Fund. If you are interested
in  purchasing  Investor  Shares,  please call  Vanguard at  1-800-662-7447  (or
1-800-523-1036  if  you  will  be  purchasing   through  an   employer-sponsored
retirement plan).

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

FUND PROFILE--VANGUARD INSTITUTIONAL INDEX FUND INSTITUTIONAL AND INSTITUTIONAL
PLUS SHARES

The following profile  summarizes key features of Vanguard  Institutional  Index
Fund Institutional and Institutional Plus Shares.

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 Composite Stock Price Index,  which is dominated by
the stocks of large U.S. companies.

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 performance of the Fund's Institutional Shares
in each calendar year since the Fund's inception.  (Performance  information for
the Institutional Plus Shares would have been substantially similar because both
classes of shares are invested in the same portfolio  securities;  their returns
differ only to the extent of the  differences  between  the  expenses of the two
classes.)  The table shows how the Fund's  average  annual total returns for one
and five calendar years and since inception (for  Institutional  Shares) and for
one calendar year and since  inception (for  Institutional  Plus Shares) 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
              ----------------------------------------------------

                                CHART GOES HERE




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

     During the period shown in the bar chart, the highest return for a calendar
quarter  was .%  (quarter  ended .) and the lowest  return for a quarter  was .%
(quarter ended .).
<PAGE>

2


- --------------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------
                                                                    SINCE
                                    1 YEAR        5 YEARS         INCEPTION*
- --------------------------------------------------------------------------------
Vanguard Institutional Index Fund      %              %               %
S&P 500 Index                          .              .               .
- --------------------------------------------------------------------------------
*July 31, 1990.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------
                                                                    SINCE
                                    1 YEAR        5 YEARS         INCEPTION*
- --------------------------------------------------------------------------------
Vanguard Institutional Index Fund      %              %               %
  Institutional Plus Shares
S&P 500 Index                          .              .               .
- --------------------------------------------------------------------------------
*July 7, 1997.
- --------------------------------------------------------------------------------


FEES AND EXPENSES
The following table describes the fees and expenses you would 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

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

      INSTITUTIONAL PLUS SHARES
      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the
      Fund's assets)
      Management Expenses:                                        .%
      12b-1 Distribution Fee:                                   None
      Other Expenses:                                             .%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                      .%

*Applies to both Institutional and Institutional Plus Shares.
**The Fund reserves the right to deduct a transaction fee, ranging from 0.07% to
0.12%, from 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
<PAGE>

                                                                               3

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
- --------------------------------------------------------------------------------
Institutional Shares          $.        $.        $.        $.
Institutional Plus Shares     .         .         .         .
- --------------------------------------------------------------------------------

     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.


- --------------------------------------------------------------------------------
ADDITIONAL INFORMATION--INSTITUTIONAL SHARES

DIVIDENDS AND CAPITAL GAINS                        NEWSPAPER ABBREVIATION
Dividends are distributed quarterly in March,      InstIdx
June, September, and December; capital gains, if
any, are distributed annually in December          VANGUARD FUND NUMBER
                                                   094
INVESTMENT ADVISER
The Vanguard Group, Valley Forge, Pa., since       CUSIP NUMBER
inception                                          922040100

INCEPTION DATE                                     TICKER SYMBOL
July 31, 1990                                      VINIX

NET ASSETS AS OF DECEMBER 31, 1999
$. billion
- --------------------------------------------------------------------------------



- --------------------------------------------------------------------------------
ADDITIONAL INFORMATION--INSTITUTIONAL PLUS SHARES

DIVIDENDS AND CAPITAL GAINS                        NEWSPAPER ABBREVIATION
Dividends are distributed quarterly in March,      InstPlus
June, September, and December; capital gains, if
any, are distributed annually in December          VANGUARD FUND NUMBER
                                                   854
INVESTMENT ADVISER
The Vanguard Group, Valley Forge, Pa., since       CUSIP NUMBER
inception                                          922040209

INCEPTION DATE                                     TICKER SYMBOL
July 7, 1997                                       VIIIX

NET ASSETS AS OF DECEMBER 31, 1999
$. billion
- --------------------------------------------------------------------------------

<PAGE>

4

FUND PROFILE--VANGUARD TOTAL STOCK MARKET INDEX FUND INSTITUTIONAL SHARES

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

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 Equity 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 in selected stocks that comprise the
Index.

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
inception of the Institutional  class of shares.  The table shows how the Fund's
average annual total returns for one calendar 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 RETURNS
              ----------------------------------------------------

                                CHART GOES HERE




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

     During the period shown in the bar chart, the highest return for a calendar
quarter  was .%  (quarter  ended .) and the lowest  return for a quarter  was .%
(quarter ended .).

- --------------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------
                                                                  SINCE
                                          1 YEAR                INCEPTION*
- --------------------------------------------------------------------------------
Vanguard Total Stock Market Index Fund
  Institutional Shares                      .%                      .%
Wilshire 5000 Index                         .                       .
- --------------------------------------------------------------------------------
*July 7, 1997.
- --------------------------------------------------------------------------------

<PAGE>

                                                                               5


FEES AND EXPENSES
The following table describes the fees and expenses you would pay if you buy and
hold  Institutional  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:                                        .%
      12b-1 Distribution Fee:                                   None
      Other Expenses:                                             .%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                      .%

*The Fund reserves the right to deduct a transaction  fee, ranging from 0.07% to
0.12%, from 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
- --------------------------------------------------------------------------------
                  $.          $.         $.           $.
- --------------------------------------------------------------------------------

     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.


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

DIVIDENDS AND CAPITAL GAINS                        NEWSPAPER ABBREVIATION
Dividends are distributed quarterly in March,      TotStIst
June, September, and December; capital gains, if
any, are distributed annually in December          VANGUARD FUND NUMBER
                                                   855
INVESTMENT ADVISER
The Vanguard Group, Valley Forge, Pa., since       CUSIP NUMBER
inception                                          922908801

INCEPTION DATE                                     TICKER SYMBOL
July 7, 1997                                       VITSX

NET ASSETS AS OF DECEMBER 31, 1999
$. billion
- --------------------------------------------------------------------------------

<PAGE>

6

FUND PROFILE--VANGUARD EXTENDED MARKET INDEX FUND INSTITUTIONAL SHARES

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

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 Equity  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 in selected  stocks that  comprise  the
Index.

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 since
inception of the Institutional  class of shares.  The table shows how the Fund's
average annual total returns for one calendar 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 RETURNS
              ----------------------------------------------------

                                CHART GOES HERE




              ----------------------------------------------------
Return figures do not reflect the transaction fee on purchases.

     During the period shown in the bar chart, the highest return for a calendar
quarter  was .%  (quarter  ended .) and the lowest  return for a quarter  was .%
(quarter ended .).

<PAGE>

                                                                               7


- --------------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------
                                             1 YEAR        SINCE INCEPTION*
- --------------------------------------------------------------------------------
Vanguard Extended Market Index Fund            .%                 .%
  Institutional Shares**
Wilshire 4500 Index                            .                  .
- --------------------------------------------------------------------------------
*July 7, 1997.
**Return figures reflect the transaction fee of 0.25% on purchases.
- --------------------------------------------------------------------------------


FEES AND EXPENSES
The following table describes the fees and expenses you would pay if you buy and
hold  Institutional  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:                            0.25%*
      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:                                        .%
      12b-1 Distribution Fee:                                   None
      Other Expenses:                                             .%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                      .%

*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
- --------------------------------------------------------------------------------
                        $.          $.         $.           $.
- --------------------------------------------------------------------------------

     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>

8


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

DIVIDENDS AND CAPITAL GAINS                    NEWSPAPER ABBREVIATION
Distributed annually in December               ExtndIst

INVESTMENT ADVISER                             VANGUARD FUND NUMBER
The Vanguard Group, Valley Forge, Pa., since   856
inception
                                               CUSIP NUMBER
INCEPTION DATE                                 922908884
July 7, 1997
                                               TICKER SYMBOL
NET ASSETS AS OF DECEMBER 31, 1999             VIEIX
$. billion
- --------------------------------------------------------------------------------

<PAGE>

                                                                               9

FUND PROFILE--VANGUARD MID-CAP INDEX FUND INSTITUTIONAL SHARES

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

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 invests in the stocks that  comprise the
Index.

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 inception of the Institutional  class of shares.  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
              ----------------------------------------------------


                                CHART GOES HERE




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

     During the period shown in the bar chart, the highest return for a calendar
quarter  was .%  (quarter  ended .) and the lowest  return for a quarter  was .%
(quarter ended .).

<PAGE>

10


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


FEES AND EXPENSES
The following table describes the fees and expenses you would pay if you buy and
hold  Institutional  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:                                        .%
      12b-1 Distribution Fee:                                   None
      Other Expenses:                                             .%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                      .%

*The Fund reserves the right to deduct a transaction  fee, ranging from 0.07% to
0.12%, from 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
- --------------------------------------------------------------------------------
                   $.          $.         $.           $.
- --------------------------------------------------------------------------------

     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>

                                                                              11


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

DIVIDENDS AND CAPITAL GAINS                    NEWSPAPER ABBREVIATION
Distributed annually in December               MidCpIst

INVESTMENT ADVISER                             VANGUARD FUND NUMBER
The Vanguard Group, Valley Forge, Pa., since   864
inception
                                               CUSIP NUMBER
INCEPTION DATE                                 922908835
May 21, 1998
                                               TICKER SYMBOL
NET ASSETS AS OF DECEMBER 31, 1999             VMCIX
$. billion
- --------------------------------------------------------------------------------

<PAGE>

12

FUND PROFILE--VANGUARD SMALL-CAP INDEX FUND INSTITUTIONAL SHARES

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

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 in selected
stocks that comprise the Index.

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 since
inception of the Institutional  class of shares.  The table shows how the Fund's
average annual total returns for one calendar 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 RETURNS
              ----------------------------------------------------

                                CHART GOES HERE




              ----------------------------------------------------
Return figures do not reflect the transaction fee on purchases.

     During the period shown in the bar chart, the highest return for a calendar
quarter  was .%  (quarter  ended .) and the lowest  return for a quarter  was .%
(quarter ended .).

<PAGE>


                                                                              13


- --------------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------
                                        1 YEAR           SINCE INCEPTION*
- --------------------------------------------------------------------------------
Vanguard Small-Cap Index Fund
  Institutional Shares**                 .%                       .%
Russell 2000 Index                       .                        .
- --------------------------------------------------------------------------------
*July 7, 1997.
**Return figures reflect the transaction fee of 0.50% on purchases.
- --------------------------------------------------------------------------------


FEES AND EXPENSES
The following table describes the fees and expenses you would pay if you buy and
hold  Institutional  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:                                        .%
      12b-1 Distribution Fee:                                   None
      Other Expenses:                                             .%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                      .%

*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
- --------------------------------------------------------------------------------
                 $.          $.         $.           $.
- --------------------------------------------------------------------------------

     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>

14


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

DIVIDENDS AND CAPITAL GAINS                    NEWSPAPER ABBREVIATION
Distributed annually in December               SmCapIst

INVESTMENT ADVISER                             VANGUARD FUND NUMBER
The Vanguard Group, Valley Forge, Pa., since   857
inception
                                               CUSIP NUMBER
INCEPTION DATE                                 922908876
July 7, 1997
                                               TICKER SYMBOL
NET ASSETS AS OF DECEMBER 31, 1999             VSCIX
$. billion
- --------------------------------------------------------------------------------

<PAGE>

                                                                              15

FUND PROFILE--VANGUARD VALUE INDEX FUND INSTITUTIONAL SHARES

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

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 invests in
the stocks that comprise the Index.

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 the one full calendar
year since inception of the Institutional  class of shares.  The table shows how
the  Fund's  average  annual  total  returns  for one  calendar  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
              ----------------------------------------------------

                                CHART GOES HERE




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

     During the period shown in the bar chart, the highest return for a calendar
quarter  was .%  (quarter  ended .) and the lowest  return for a quarter  was .%
(quarter ended .).

<PAGE>

16


- --------------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------
                                                  1 YEAR       SINCE INCEPTION*
- --------------------------------------------------------------------------------
Vanguard Value Index Fund Institutional Shares      .%                .%
S&P 500/BARRA Value Index                           .                 .
- --------------------------------------------------------------------------------
*July 2, 1998.
- --------------------------------------------------------------------------------


FEES AND EXPENSES
The following table describes the fees and expenses you would pay if you buy and
hold  Institutional  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:                                        .%
      12b-1 Distribution Fee:                                   None
      Other Expenses:                                             .%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                      .%

*The Fund reserves the right to deduct a transaction  fee, ranging from 0.07% to
0.12%, from 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
- --------------------------------------------------------------------------------
                    $.          $.         $.           $.
- --------------------------------------------------------------------------------

     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>

                                                                              17


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

DIVIDENDS AND CAPITAL GAINS                        NEWSPAPER ABBREVIATION
Dividends are distributed quarterly in March,      ValueIst
June, September, and December; capital gains, if
any, are distributed annually in December          VANGUARD FUND NUMBER
                                                   867
INVESTMENT ADVISER
The Vanguard Group, Valley Forge, Pa., since       CUSIP NUMBER
inception                                          922908850

INCEPTION DATE                                     TICKER SYMBOL
July 2, 1998                                       VIVIX

NET ASSETS AS OF DECEMBER 31, 1999
$. billion
- --------------------------------------------------------------------------------

<PAGE>

18

FUND PROFILE--VANGUARD SMALL-CAP VALUE INDEX FUND INSTITUTIONAL SHARES

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

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 invests in the stocks that comprise the Index.

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 inception of the Institutional class of shares. 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
              ----------------------------------------------------

                                CHART GOES HERE




              ----------------------------------------------------
The return figure does not reflect the transaction fee on purchases.

     During the period shown in the bar chart, the highest return for a calendar
quarter  was .%  (quarter  ended .) and the lowest  return for a quarter  was .%
(quarter ended .).

<PAGE>
                                                                              19



- --------------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------

                                             1 YEAR            SINCE INCEPTION*
- --------------------------------------------------------------------------------
Vanguard Small-Cap Value Index Fund
  Institutional Shares**                        .%                      .%
S&P's SmallCap 600/BARRA Value Index Fund       .                       .
- --------------------------------------------------------------------------------
*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 would pay if you buy and
hold  Institutional  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:                                        .%
      12b-1 Distribution Fee:                                   None
      Other Expenses:                                             .%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                      .%

*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
- --------------------------------------------------------------------------------
                     $.          $.          $.           $.
- --------------------------------------------------------------------------------

     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>

20


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

DIVIDENDS AND CAPITAL GAINS                    NEWSPAPER ABBREVIATION
Distributed annually in December               SmValIst

INVESTMENT ADVISER                             VANGUARD FUND NUMBER
The Vanguard Group, Valley Forge, Pa., since   865
inception
                                               CUSIP NUMBER
INCEPTION DATE                                 922908785
May 21, 1998

NET ASSETS AS OF DECEMBER 31, 1999
$. billion
- --------------------------------------------------------------------------------

<PAGE>

                                                                              21

FUND PROFILE--VANGUARD GROWTH INDEX FUND INSTITUTIONAL SHARES

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

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 invests
in the stocks that comprise the Index.

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.


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 inception of the Institutional  class of shares.  The table shows how
the  Fund's  average  annual  total  returns  for one  calendar  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
              ----------------------------------------------------

                                CHART GOES HERE




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

     During the period shown in the bar chart, the highest return for a calendar
quarter was .% (quarter ended .) and the lowest return for a quarter was .%
(quarter ended .).

<PAGE>

22


- --------------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------
                                                  1 YEAR      SINCE INCEPTION*
- --------------------------------------------------------------------------------
Vanguard Growth Index Fund Institutional Shares      .%              .%
S&P 500/BARRA Growth Index                           .               .
- --------------------------------------------------------------------------------
*May 14, 1998.
- --------------------------------------------------------------------------------


FEES AND EXPENSES
The following table describes the fees and expenses you would pay if you buy and
hold  Institutional  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:                                        .%
      12b-1 Distribution Fee:                                   None
      Other Expenses:                                             .%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                      .%

*The Fund reserves the right to deduct a transaction  fee, ranging from 0.07% to
0.12%, from 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
- --------------------------------------------------------------------------------
                    $.          $.         $.           $.
- --------------------------------------------------------------------------------

     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>

                                                                              23


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

DIVIDENDS AND CAPITAL GAINS                        NEWSPAPER ABBREVIATION
Dividends are distributed quarterly in March,      GrowthIst
June, September, and December; capital gains, if
any, are distributed annually in December          VANGUARD FUND NUMBER
                                                   868
INVESTMENT ADVISER
The Vanguard Group, Valley Forge, Pa., since       CUSIP NUMBER
inception                                          922908868

INCEPTION DATE                                     TICKER SYMBOL
May 14, 1998                                       VIGIX

NET ASSETS AS OF DECEMBER 31, 1999
$. billion
- --------------------------------------------------------------------------------

<PAGE>

24

FUND PROFILE--VANGUARD SMALL-CAP GROWTH INDEX FUND INSTITUTIONAL SHARES

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

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 invests in the stocks that comprise the Index.

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 inception of the Institutional  class of shares.  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
              ----------------------------------------------------

                                CHART GOES HERE




              ----------------------------------------------------
The return figure does not reflect the transaction fee on purchases.

     During the period shown in the bar chart, the highest return for a calendar
quarter  was .%  (quarter  ended .) and the lowest  return for a quarter  was .%
(quarter ended .).

<PAGE>

                                                                              25


- --------------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------
                                             1 YEAR            SINCE INCEPTION*
- --------------------------------------------------------------------------------
Vanguard Small-Cap Growth Index Fund
  Institutional Shares                          .%                     .%
S&P's SmallCap 600/BARRA Growth Index           .                      .
- --------------------------------------------------------------------------------
*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 would pay if you buy and
hold  Institutional  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:                                        .%
      12b-1 Distribution Fee:                                   None
      Other Expenses:                                             .%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                      .%

*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
- --------------------------------------------------------------------------------
                     $.          $.         $.            $.
- --------------------------------------------------------------------------------

     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>

26


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

INVESTMENT ADVISER                             VANGUARD FUND NUMBER
The Vanguard Group, Valley Forge, Pa., since   866
inception
                                               CUSIP NUMBER
INCEPTION DATE                                 922908819
May 21, 1998

NET ASSETS AS OF DECEMBER 31, 1999
$. billion
- --------------------------------------------------------------------------------

<PAGE>

                                                                              27

MORE ON THE FUNDS

The   following   sections   discuss  other   important   features  of  Vanguard
Institutional Index Fund and the Vanguard U.S. Stock Index Funds.

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 the
Institutional  Index Fund) would invest about 5% of its assets in that  company.
The Institutional Index Fund and the Mid-Cap,  Value,  Small-Cap Value,  Growth,
and Small-Cap Growth Index Funds employ this 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,  includes more than
7,200 stocks),  funds tracking these larger indexes use a "sampling"  technique.
Using a sophisticated  computer program,  these funds invest in a representative
sample of stocks from their  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. The Total Stock Market, Extended Market, and Small-Cap Index Funds employ
this method of indexing.

     The following table shows the number of stocks held by each of the Funds as
of December 31, 1999.


- --------------------------------------------------------------------------------
FUND                 NUMBER OF STOCKS HELD   NUMBER OF STOCKS IN TARGET INDEX
- --------------------------------------------------------------------------------
Institutional Index            .                            .
Total Stock Market             .                            .
Extended Market                .                            .
Mid-Cap                        .                            .
Small-Cap                      .                            .
Value                          .                            .
Small-Cap Value                .                            .
Growth                         .                            .
Small-Cap Growth               .                            .
- --------------------------------------------------------------------------------
<PAGE>

28


- --------------------------------------------------------------------------------
                               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 values.  Value funds generally emphasize stocks of
companies  from which the market does not expect  strong  growth.  The prices of
value  stocks  typically  are  below-average  in  comparison  to such factors as
earnings and book value, and these stocks typically have above-average  dividend
yields.  Growth 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 POSSIBILITY 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.


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

<PAGE>

                                                                              29

     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  POSSIBILITY  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 Vanguard  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 which tracks that index similarly becomes less diversified.
This has happened to Vanguard  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 other  Vanguard  U.S.
Stock Index Fund becomes dominated by just a few companies, shareholders in that
Fund would similarly be subject to the risk of nondiversification.

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

<PAGE>

30

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. All transaction fees are paid directly into the fund itself (unlike
the sales  charge or load imposed by many fund  companies,  which ends up in the
pocket of the sponsor,  adviser, or sales  representative).  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 Vanguard  Institutional  Index Fund and the Vanguard U.S.  Stock
Index 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.
- -    Four  of the  Funds  (Extended  Market,  Small-Cap,  Small-Cap  Value,  and
     Small-Cap  Growth) charge a transaction  fee on purchases.  The other Funds
     reserve the right to impose such a fee on selected purchases.
- -    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.

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  applicable  share  class,  if
shorter) is shown in the FINANCIAL HIGHLIGHTS section of this prospectus.
<PAGE>

                                                                              31


- --------------------------------------------------------------------------------
                               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  .%; for all domestic stock funds,  the average  turnover rate was
approximately .%, 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 in stocks.  To help stay fully  invested,  and to reduce
transaction  costs, the Funds may invest,  to a limited extent, in stock 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.
<PAGE>

32

THE FUNDS AND VANGUARD


Vanguard U.S.  Stock Index 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 $530 billion.* All of the funds that are members of The Vanguard Group
share in the expenses  associated with business  operations,  such as personnel,
office space, equipment, and advertising.

     Vanguard also  provides  marketing  services to the member 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.

*Vanguard Institutional Index Fund is not a member of The Vanguard Group, but is
 administered by Vanguard and pays Vanguard a fee to provide management,
 advisory, marketing, and other services.

- --------------------------------------------------------------------------------
                               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
1974,  serves as the Funds' adviser  through its Core  Management  Group.  As of
December 31, 1999, Vanguard served as adviser for about $. in assets.
     Under the terms of a service and advisory agreement,  Vanguard pays for all
of  the  Institutional   Index  Fund's  expenses  (except  taxes  and  brokerage
commissions).  In turn, the Fund pays Vanguard a monthly management fee based on
an annual  rate of 0.06% of the  average  daily net assets of the  Institutional
Shares and 0.025% of the  average  daily net  assets of the  Institutional  Plus
Shares.  Vanguard  manages the other 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  Institutional  Share
classes of the U.S. Stock Index Funds paid advisory fees at an effective  annual
rate (applied to the average daily net assets of each Fund) of .%.
     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.

<PAGE>

                                                                              33


- --------------------------------------------------------------------------------
                               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  Institutional  Index  Fund
(Institutional and Institutional Plus Shares) and the Total Stock Market, 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 Fund may occasionally be required to make  supplemental  dividend or capital
gains  distributions  at some  other  time  during  the  year.  You can  receive
distributions of income dividends or capital gains in cash, or you can have them
automatically reinvested in more shares of the Fund.

BASIC TAX POINTS
Vanguard will send you a statement  each year showing the tax status of all your
distributions.  In addition,  taxable investors should be aware of the following
basic tax points:
- -    Distributions  are taxable to you 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 as if received in December.
- -    Any dividends and short-term  capital gains that you receive are taxable to
     you as ordinary income for federal income tax purposes.
- -    Any  distributions  of net  long-term  capital  gains are taxable to you as
     long-term capital gains for federal income tax purposes, no matter how long
     you've owned shares in the Fund.
- -    Capital gains  distributions  may vary  considerably from year to year as a
     result of the 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.
- -    State and local  income  taxes may apply to any  dividend or capital  gains
     distributions  that you  receive,  as well as your gains or losses from any
     sale or exchange of Fund shares.

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 identifi-

<PAGE>

34


cation number and certify that it is correct. 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>


                                                                              35

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).  Net asset  value per share is computed 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:



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


     Knowing the daily net asset value is useful to you as a shareholder because
it indicates the current value of your investment. The Fund's NAV, multiplied by
the  number of  shares  you own,  gives you the  dollar  amount  you would  have
received had you sold all of your shares back to the Fund that day.
     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
INSTIDX, INSTPLUS,  TOTSTIST,  EXTNDIST, MIDCPIST, SMCAPIST, VALUEIST, SMVALIST,
GRWTHIST, and SMGTHIST.


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  period on an  investment  in the Fund  (assuming
reinvestment of all dividend and capital gains distributions).  This information
has been derived from the financial statements audited by PricewaterhouseCoopers
LLP,  independent  accountants,  whose  report--along  with the Funds' financial
statements--is  included in the  Institutional  Index Fund's and the U.S.  Stock
Index Funds' most recent annual reports to shareholders. You may have the annual
reports for the Institutional  Index Fund and the U.S. Stock Index Funds sent to
you without charge by contacting Vanguard.


*Because the Small-Cap Value and Small-Cap Growth Index Funds have not commenced
 investment operations, tables are not included for these Funds.
<PAGE>


36


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


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

Shareholders  received  $. 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 ($. per share) minus the distributions ($. per share) resulted in a
share  price of $. at the end of the year.  This was an increase of $. per share
(from  $. at the  beginning  of the  year to $. 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 .% for the year.

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




<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
                                                              VANGUARD INSTITUTIONAL INDEX FUND
                                                                     INSTITUTIONAL SHARES
                                                                    YEAR ENDED DECEMBER 31,
                                      ------------------------------------------------------------------
                                             1999          1998          1997          1996         1995
- --------------------------------------------------------------------------------------------------------
<S>                                           <C>        <C>           <C>           <C>          <C>
NET ASSET VALUE, BEGINNING OF YEAR            $.         $89.56        $68.86        $57.93       $43.22
- --------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                        .           1.429         1.391          1.38         1.28
 Net Realized and Unrealized Gain (Loss)
   on Investments                             .          24.177        21.415         11.90        14.86
                                      ------------------------------------------------------------------
   Total from Investment Operations           .          25.606        22.806         13.28        16.14
                                      ------------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income         .          (1.416)       (1.391)        (1.36)       (1.27)
 Distributions from Realized Capital Gains    .           (.900)        (.715)         (.99)        (.16)
                                      ------------------------------------------------------------------
   Total Distributions                        .          (2.316)       (2.106)        (2.35)       (1.43)
- --------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR                 $.         $112.85        $89.56        $68.86       $57.93
========================================================================================================
TOTAL RETURN                                 .%          28.79%        33.36%        23.06%       37.60%
========================================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Year (Millions)          $.         $22,338       $15,348       $11,426       $6,674
 Ratio of Total Expenses to Average
   Net Assets                                .%           0.06%         0.06%         0.06%        0.06%
 Ratio of Net Investment Income to Average
   Net Assets                                .%           1.46%         1.77%         2.18%        2.49%
 Turnover Rate*                              .%             11%            7%            9%           4%
========================================================================================================
</TABLE>
* Turnover rates excluding in-kind redemptions were 6%, 9%, 4%, 19%, and .%,
respectively.


<PAGE>

                                                                              37


<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
                                                                VANGUARD INSTITUTIONAL INDEX FUND
                                                                        INSTITUTIONAL PLUS SHARES
                                                        YEAR ENDED DEC. 31,
                                                     ---------------------------       JULY 7* TO
                                                         1999        1998           DEC. 31, 1997
- -------------------------------------------------------------------------------------------------
<S>                                                      <C>       <C>                     <C>
NET ASSET VALUE, BEGINNING OF PERIOD                     $.        $89.56                  $84.91
- -------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                                    .         1.464                    .681
 Net Realized and Unrealized Gain (Loss) on Investments   .        24.177                   5.455
                                                       ------------------------------------------
    Total from Investment Operations                      .        25.641                   6.136
                                                       ------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income                     .        (1.451)                  (.866)
 Distributions from Realized Capital Gains                .         (.900)                  (.620)
                                                       ------------------------------------------
   Total Distributions                                    .        (2.351)                 (1.486)
- -------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                           $.       $112.85                  $89.56
=================================================================================================
TOTAL RETURN                                             .%        28.83%                   7.29%
=================================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period (Millions)                    $.        $4,951                  $3,488
 Ratio of Total Expenses to Average Net Assets           .%        0.025%                0.025%**
 Ratio of Net Investment Income to Average Net Assets    .%         1.49%                 1.72%**
 Turnover Rate+                                          .%           11%                      7%
- -------------------------------------------------------------------------------------------------
</TABLE>
*    Inception.
**   Annualized
+    Turnover  rates  excluding  in-kind  redemptions  were 7%, 6%, and .%,
respectively.



<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
                                                           VANGUARD TOTAL STOCK MARKET INDEX FUND
                                                                             INSTITUTIONAL SHARES
                                                        YEAR ENDED DEC. 31,
                                                     ---------------------------       JULY 7* TO
                                                         1999        1998           DEC. 31, 1997
- -------------------------------------------------------------------------------------------------
<S>                                                      <C>       <C>                     <C>
NET ASSET VALUE, BEGINNING OF PERIOD                     $.        $22.64                  $21.27
- -------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                                    .          .359                    .172
 Net Realized and Unrealized Gain (Loss) on Investments   .         4.898                   1.642
                                                       ------------------------------------------
    Total from Investment Operations                      .         5.257                   1.814
                                                       ------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income                     .        (.352)                   (.214)
 Distributions from Realized Capital Gains                .        (.125)                   (.230)
                                                       ------------------------------------------
   Total Distributions                                    .        (.477)                   (.444)
- -------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                           $.       $27.42                   $22.64
=================================================================================================
TOTAL RETURN                                             .%       23.37%                    8.60%
=================================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period (Millions)                    $.        $2,445                  $1,504
 Ratio of Total Expenses to Average Net Assets           .%         0.10%                 0.10%**
 Ratio of Net Investment Income to Average Net Assets    .%         1.53%                 1.70%**
 Turnover Rate+                                          .%            3%                      2%
- -------------------------------------------------------------------------------------------------
</TABLE>

*    Inception.
**   Annualized.
<PAGE>

38


<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
                                                              VANGUARD EXTENDED MARKET INDEX FUND
                                                                             INSTITUTIONAL SHARES
                                                        YEAR ENDED DEC. 31,
                                                     ---------------------------       JULY 7* TO
                                                         1999        1998           DEC. 31, 1997
- -------------------------------------------------------------------------------------------------
<S>                                                      <C>       <C>                     <C>
NET ASSET VALUE, BEGINNING OF PERIOD                     $.        $30.76                  $29.28
- -------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                                    .          .427                    .200
 Net Realized and Unrealized Gain (Loss) on Investments   .         2.025                   3.191
                                                       ------------------------------------------
    Total from Investment Operations                      .         2.452                   3.391
                                                       ------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income                     .        (.412)                   (.371)
 Distributions from Realized Capital Gains                .       (2.170)                  (1.540)
                                                       ------------------------------------------
   Total Distributions                                    .       (2.582)                  (1.911)
- -------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                           $.       $30.63                   $30.76
=================================================================================================
TOTAL RETURN**                                           .%        8.45%                   11.82%
=================================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period (Millions)                    $.         $456                     $415
 Ratio of Total Expenses to Average Net Assets           .%        0.10%                   0.10%+
 Ratio of Net Investment Income to Average Net Assets    .%        1.34%                   1.43%+
 Turnover Rate+                                          .%          27%                      15%
- -------------------------------------------------------------------------------------------------
</TABLE>

*    Inception.
**   Total return figures do not reflect  transaction fees on purchases (0.25%
     after October 31, 1997; 0.5% from inception through October 31, 1997).
+    Annualized.



<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
                                                                      VANGUARD MID-CAP INDEX FUND
                                                                             INSTITUTIONAL SHARES
                                                                 YEAR ENDED            MAY 20* TO
                                                               DEC. 31,1999         DEC. 31, 1998
- -------------------------------------------------------------------------------------------------
<S>                                                                   <C>                  <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                  $.                   $10.03
- -------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                                                 .                     .055
 Net Realized and Unrealized Gain (Loss) on Investments                .                     .814
                                                              -----------------------------------
    Total from Investment Operations                                   .                     .869
                                                              -----------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income                                  .                    (.059)
 Distributions from Realized Capital Gains                             .                    (.050)
                                                              -----------------------------------
   Total Distributions                                                 .                    (.109)
- -------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                        $.                   $10.79
=================================================================================================
TOTAL RETURN**                                                        .%                    8.61%
=================================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period (Millions)                                 $.                      $39
 Ratio of Total Expenses to Average Net Assets                        .%                   0.12%+
 Ratio of Net Investment Income to Average Net Assets                 .%                   1.30%+
 Turnover Rate                                                        .%                      44%
- -------------------------------------------------------------------------------------------------
</TABLE>

* Initial share  purchase date.  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 does not reflect the 0.25%  transaction fee on purchases imposed
prior to March 1, 1999.
+ Annualized.
<PAGE>

                                                                              39


<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
                                                                    VANGUARD SMALL-CAP INDEX FUND
                                                                             INSTITUTIONAL SHARES
                                                        YEAR ENDED DEC. 31,
                                                     ---------------------------       JULY 7* TO
                                                         1999        1998           DEC. 31, 1997
- -------------------------------------------------------------------------------------------------
<S>                                                      <C>       <C>                     <C>
NET ASSET VALUE, BEGINNING OF PERIOD                     $.        $23.75                  $22.56
- -------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                                    .          .336                    .158
 Net Realized and Unrealized Gain (Loss) on Investments   .        (1.007)                  2.370
                                                       ------------------------------------------
    Total from Investment Operations                      .         (.671)                  2.528
                                                       ------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income                     .         (.329)                  (.288)
 Distributions from Realized Capital Gains                .        (1.550)                 (1.050)
                                                       ------------------------------------------
   Total Distributions                                    .        (1.879)                 (1.338)
- -------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                           $.        $21.20                  $23.75
=================================================================================================
TOTAL RETURN**                                           .%        -2.50%                  11.42%
=================================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period (Millions)                    $.          $264                    $137
 Ratio of Total Expenses to Average Net Assets           .%         0.12%                  0.12%+
 Ratio of Net Investment Income to Average Net Assets    .%         1.53%                  1.52%+
 Turnover Rate                                           .%           35%                     29%
- -------------------------------------------------------------------------------------------------
</TABLE>

*    Inception.
**   Total return figures do not reflect the 0.5% transaction fee on purchases.
 +   Annualized.


<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
                                                                        VANGUARD VALUE INDEX FUND
                                                                             INSTITUTIONAL SHARES
                                                                 YEAR ENDED            JULY 2* TO
                                                               DEC. 31,1999         DEC. 31, 1998
- -------------------------------------------------------------------------------------------------
<S>                                                                   <C>                  <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                  $.                   $23.22
- -------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                                                 .                     .196
 Net Realized and Unrealized Gain (Loss) on Investments                .                    (.060)
                                                              -----------------------------------
    Total from Investment Operations                                   .                     .136
                                                              -----------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income                                  .                    (.236)
 Distributions from Realized Capital Gains                             .                    (.610)
                                                              -----------------------------------
   Total Distributions                                                 .                    (.846)
- -------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                        $.                   $22.51
=================================================================================================
TOTAL RETURN                                                          .%                    0.69%
=================================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period (Millions)                                 $.                     $186
 Ratio of Total Expenses to Average Net Assets                        .%                  0.12%**
 Ratio of Net Investment Income to Average Net Assets                 .%                  1.90%**
 Turnover Rate                                                        .%                      33%
- -------------------------------------------------------------------------------------------------
</TABLE>

*    Inception.
**   Annualized.
<PAGE>

40


<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
                                                                       VANGUARD GROWTH INDEX FUND
                                                                             INSTITUTIONAL SHARES
                                                                 YEAR ENDED            MAY 14* TO
                                                               DEC. 31,1999         DEC. 31, 1998
- -------------------------------------------------------------------------------------------------
<S>                                                                   <C>                  <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                  $.                   $26.49
- -------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                                                 .                     .167
 Net Realized and Unrealized Gain (Loss) on Investments                .                    5.315
                                                              -----------------------------------
    Total from Investment Operations                                   .                    5.482
                                                              -----------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income                                  .                    (.187)
 Distributions from Realized Capital Gains                             .                    (.115)
                                                              -----------------------------------
   Total Distributions                                                 .                    (.302)
- -------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                        $.                   $31.67
=================================================================================================
TOTAL RETURN                                                          .%                   20.79%
=================================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period (Millions)                                 $.                     $224
 Ratio of Total Expenses to Average Net Assets                        .%                  0.12%**
 Ratio of Net Investment Income to Average Net Assets                 .%                  0.97%**
 Turnover Rate                                                        .%                      29%
- -------------------------------------------------------------------------------------------------
</TABLE>


*    Inception.
**   Annualized.























"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>

                                                                              41


- --------------------------------------------------------------------------------
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?  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 page 44.

- --------------------------------------------------------------------------------
VANGUARD(R) AUTOMATIC EXCHANGE SERVICE [BOOKLET]
Automatic  method for  moving a fixed  amount of money  from one  Vanguard  fund
account to another.
- --------------------------------------------------------------------------------

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  ex-change  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.
- -    Add/change   fund   options   (including   dividend   options,    bank
     instructions,  checkwriting, and Vanguard Automatic Exchange Service).
     (Some  restrictions  may  apply.)  Please call your  assigned  Service
     Associate for assistance.


*Only current Vanguard shareholders can open a new account online, by exchanging
shares from other existing Vanguard accounts.
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
<PAGE>

42

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 AN ORGANIZATION [BOOKLET]
Open an account as a corporation,  partnership,  endowment, foundation, or other
entity.
- --------------------------------------------------------------------------------

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


BUYING SHARES

You buy your shares at the Fund's next-determined net asset value after Vanguard
receives your request.  As long as your request is received  before the close of
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.  You may  convert  Institutional
Shares of the Institutional  Index Fund into  Institutional  Plus Shares, or may
convert Investor Shares of any U.S. Stock Index Fund (except the 500 Index Fund)
into  Institutional  Shares of the same Fund  provided that you meet the minimum
initial investment requirements for such Shares.
- --------------------------------------------------------------------------------
MINIMUM INVESTMENT TO . . .
open a new account
$10 million

add to an existing account
$100 by mail or exchange; $1,000 by wire.
- --------------------------------------------------------------------------------
BY WIRE TO OPEN A NEW ACCOUNT OR ADD TO AN EXISTING ACCOUNT [WIRE]
Call your assigned Service Associate to arrange your wire transaction.

Wire to:
FRB ABA 021001088 HSBC Bank USA

For credit to:
Account: 000112046
Vanguard Incoming Wire Account

In favor of:
Vanguard Institutional Index Fund-94
Vanguard Institutional Index Fund Institutional Plus Shares-854
<PAGE>

                                                                              43

Vanguard Total Stock Market Index Fund Institutional Shares-855
Vanguard Extended Market Index Fund Institutional Shares-856
Vanguard Mid-Cap Index Fund Institutional Shares-864
Vanguard Small-Cap Index Fund Institutional Shares-857
Vanguard Value Index Fund Institutional Shares-867
Vanguard Small-Cap Value Index Fund Institutional Shares-865
Vanguard Growth Index Fund Institutional Shares-868
Vanguard Small-Cap Growth Index Fund Institutional Shares-866
[Account number, or temporary number for a new account]

[Registered account owner(s)]

[Registered address]
- --------------------------------------------------------------------------------

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 Institutional Index Fund-94
Vanguard Institutional Index Fund Institutional Plus Shares-854
Vanguard Total Stock Market Index Fund Institutional Shares-855
Vanguard Extended Market Index Fund Institutional Shares-856
Vanguard Mid-Cap Index Fund Institutional Shares-864
Vanguard Small-Cap Index Fund Institutional Shares-857
Vanguard Value Index Fund Institutional Shares-867
Vanguard Small-Cap Value Index Fund Institutional Shares-865
Vanguard Growth Index Fund Institutional Shares-868
Vanguard Small-Cap Growth Index Fund Institutional Shares-866

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 2900                      100 Vanguard Boulevard
Valley Forge, PA 19482-2900        Malvern, PA 19355
- --------------------------------------------------------------------------------
IMPORTANT  NOTE:  To prevent  check fraud,  Vanguard will not accept checks made
payable to third parties.
- --------------------------------------------------------------------------------
BY TELEPHONE TO . . .[ENVELOPE]
open a new account

Call Vanguard  Tele-Account* 24 hours a day--or your assigned Service  Associate
during business  hours--to  exchange from another Vanguard fund account with the
same registration (name, address,  taxpayer  identification  number, and account
type). (Note that some restrictions apply to index fund accounts.)

<PAGE>

44


add to an existing account
Call Vanguard  Tele-Account* 24 hours a day--or your assigned Service  Associate
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.)


Vanguard Tele-Account
1-800-662-6273

*You must obtain a Personal  Identification Number 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.

- --------------------------------------------------------------------------------
You can redeem  (that is, sell or  exchange)  shares  purchased  by check 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--the Fund's
shares.

When Selling Shares:
     -    Vanguard  sends the redemption  proceeds to you or a designated  third
          party.*
     -    You can sell all or part of your Fund shares at any time.


*May require a signature guarantee; see footnote on page 45.


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 this prospectus.
- --------------------------------------------------------------------------------
NOTE:  Once a redemption  is initiated  and a  confirmation  number  given,  the
transaction CANNOT be canceled.
- --------------------------------------------------------------------------------

<PAGE>

                                                                              45

HOW TO REQUEST A REDEMPTION
You can request a redemption  from your Fund account in any one of two ways:  by
telephone (sell, but not exchange), or by mail.

     The  Vanguard  funds  whose  shares you cannot  exchange by  telephone  are
VANGUARD  U.S.  STOCK  INDEX  FUNDS,  VANGUARD  BALANCED  INDEX  FUND,  VANGUARD
INTERNATIONAL  STOCK INDEX FUNDS,  VANGUARD REIT INDEX FUND,and  VANGUARD GROWTH
AND INCOME FUND. These funds do, however, permit telephone exchanges within IRAs
and other retirement accounts.

- --------------------------------------------------------------------------------
TELEPHONE REQUESTS [TELEPHONE]
Call Vanguard  Tele-Account 24 hours a day--or your assigned  Service  Associate
during business hours--to sell shares.
- --------------------------------------------------------------------------------
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,  if  applicable  (for  instance,
          Tele-Account).

     Please note that Vanguard will not be  responsible  for any account  losses
due to telephone  fraud, so long as we have taken reasonable steps to verify the
caller's identity.  If you wish to remove the telephone  redemption feature from
your account, please notify us in writing.
- --------------------------------------------------------------------------------
A NOTE ON  UNUSUAL  CIRCUMSTANCES  Vanguard  reserves  the  right to  revise  or
terminate the telephone  redemption  privilege at any time,  without notice.  In
addition, Vanguard can stop selling shares or postpone payment at times when the
New York  Stock  Exchange  is  closed or under any  emergency  circumstances  as
determined by the U.S.  Securities  and Exchange  Commission.  If you experience
difficulty  making a telephone  redemption during periods of drastic economic or
market change,  you can send us your request by regular or express mail.  Follow
the instructions on selling or exchanging shares by mail in this section.
- --------------------------------------------------------------------------------
MAIL REQUESTS [ENVELOPE]
All Account Types Except Retirement:
Send a letter of instruction signed by all registered  account holders.  Include
the fund name and  account  number and (if you are  selling) a dollar  amount or
number  of shares  OR (if you are  exchanging)  the name of the fund you want to
exchange  into and a dollar  amount or number of  shares.  To  exchange  into an
account  with a different  registration  (including a different  name,  address,
taxpayer identification number, or account type), you must provide Vanguard with
written  instructions  that  include the  guaranteed  signatures  of all current
owners of the fund from which you wish to redeem.
<PAGE>

46

First-class mail to:               Express or Registered mail to:
The Vanguard Group                 The Vanguard Group
P.O. Box 2900                      100 Vanguard Boulevard
Valley Forge, PA 19482-2900        Malvern, PA 19355
- --------------------------------------------------------------------------------
A NOTE ON LARGE REDEMPTIONS

It is important that you call Vanguard  before you redeem a large dollar amount.
It is our responsibility to consider the interests of all fund shareholders, and
so we reserve the right to delay  delivery of your  redemption  proceeds--up  to
seven days--if the amount may disrupt the Fund's operation or performance.
     If you redeem more than  $250,000  worth of Fund  shares  within any 90-day
period,  the  Fund  reserves  the  right  to pay  part or all of the  redemption
proceeds above $250,000  in-kind,  i.e., in securities,  rather than in cash. If
payment is made in-kind,  you may incur  brokerage  commissions  if you elect to
sell the securities for cash.

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

OPTIONS FOR REDEMPTION PROCEEDS
You may receive your redemption  proceeds in one of two ways: check, or exchange
to another Vanguard fund.
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------

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.
<PAGE>

                                                                              47

     -    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.

- --------------------------------------------------------------------------------
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 2900                      100 Vanguard Boulevard
Valley Forge, PA 19482-2900        Malvern, PA 19355
- --------------------------------------------------------------------------------


FUND AND ACCOUNT UPDATES

STATEMENTS AND REPORTS
We will send you account and tax  statements to help you keep track of your Fund
account  throughout  the year as well as when you are preparing  your income tax
returns.

     In addition,  you will  receive  financial  reports  about the Fund twice a
year.  These   comprehensive   reports  include  an  assessment  of  the  Fund's
performance  (and a comparison  to its industry  benchmark),  an overview of the
financial  markets,  a  report  from  the  advisers,  and the  Fund's  financial
statements which include a listing of the Fund's holdings.
     To keep  the  Fund's  costs  as low as  possible  (so  that  you and  other
shareholders can keep more of the Fund's investment earnings), Vanguard attempts
to  eliminate  duplicate  mailings  to the same  address.  Whentwo  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  Institutional  Division  at
1-888-809-8102.

- --------------------------------------------------------------------------------
CONFIRMATION STATEMENT
Sent each time you buy,  sell, or exchange  shares;  confirms the trade date and
the amount of your transaction.
- --------------------------------------------------------------------------------
<PAGE>

 48

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


MANDATORY CONVERSION TO INSTITUTIONAL OR INVESTOR SHARES

Vanguard  Institutional  Index Fund  reserves the right to convert an investor's
Institutional  Plus  Shares  into  Institutional  Shares  of  the  Fund  if  the
investor's  account  balance  falls  below  $200  million.   In  addition,   the
Institutional   Index  Fund   reserves   the  right  to  redeem  an   investor's
Institutional  Shares if the investor's account balance falls below $10 million.
The Total Stock Market,  Extended Market, Mid-Cap,  Small-Cap,  Value, Small-Cap
Value,  Growth,  and  Small-Cap  Growth  Index  Funds each  reserve the right to
convert an investor's Institutional Shares into Investor Shares of the same Fund
if the investor's  account balance falls below $10 million.  Any such conversion
will be preceded by written notice to the investor.  No transaction  fee will be
imposed on share-class conversions.
























<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 the
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.

DOLLAR-COST AVERAGING
Investing equal amounts of money at regular  intervals on an ongoing basis. This
technique  ensures  that an investor  buys fewer shares when prices are high and
more shares when prices are low.

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.

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.

MUTUAL FUND
An  investment  company  that pools the money of many people and invests it in a
variety of securities in an effort to achieve a specific objective over time.

NET ASSET VALUE (NAV)
The market value of a mutual fund's total assets, minus liabilities,  divided by
the  number of shares  outstanding.  The value of a single  share is called  its
share value or share price.

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.


PRINCIPAL
The amount of money you put into an investment.


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

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

VOLATILITY
The  fluctuations  in value of a mutual  fund or other  security.  The greater a
fund's volatility, the wider the fluctuations between its high and low prices.

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

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

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

ANNUAL/SEMIANNUAL REPORT TO
SHAREHOLDERS
Additional information about the
Funds' investments is available in the
Funds'annual and semiannual
reports to shareholders. In these
reports, you will find a discussion
of the market conditions and
investment strategies that
significantly affected the Funds'
performance during the most recent
fiscal year. (The Institutional Index
Fund's reports are separate from
those of the U.S. Stock Index Funds.)

STATEMENT OF ADDITIONAL
INFORMATION (SAI)
The SAI provides more detailed
information about the Funds. (The
SAI for the Institutional Index Fund
is separate from that of the U.S.
Stock Index Funds.)

The current annual and semiannual
reports and the SAIs 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:

If you are an Individual Investor:
THE VANGUARD GROUP
INVESTOR INFORMATION
DEPARTMENT
P.O. BOX 2900
VALLEY FORGE, PA 19482-2900

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

TEXT TELEPHONE:
1-800-952-3335

If you are a client of Vanguard's
Institutional Division:
THE VANGUARD GROUP
INSTITUTIONAL INVESTOR
INFORMATION
P.O. BOX 2900
VALLEY FORGE, PA 19482-2900

TELEPHONE:
1-888-809-8102

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 1-800-SEC-0330. 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 writing the Public
Reference Section, Securities and
Exchange Commission, Washington, DC
20549-6009.


Vanguard Institutional Index Fund's
Investment Company Act
file number: 811-6093

Vanguard U.S. Stock Index Funds'
Investment Company Act
file number: 811-2652


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

I854N-04/21/2000


<PAGE>


                                     PART B

                           VANGUARD(R) INDEX TRUST

                                  (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 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-.
INVESTMENT POLICIES..........................................................B-.
FUNDAMENTAL INVESTMENT LIMITATIONS...........................................B-.
PURCHASE OF SHARES...........................................................B-.
SHARE PRICE..................................................................B-.
REDEMPTION OF SHARES.........................................................B-.
YIELD AND TOTAL RETURN.......................................................B-.
MANAGEMENT OF THE FUNDS .....................................................B-.
PORTFOLIO TRANSACTIONS.......................................................B-.
COMPARATIVE MEASURES.........................................................B-.
FINANCIAL STATEMENTS.........................................................B-.


                            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 500 Index Fund
                     Vanguard Total Stock Market 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

                     (EACH, A FUND; COLLECTIVELY, THE FUNDS)


     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.


                                      B-1
<PAGE>


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.

     INDEPENDENT ACCOUNTANTS.  PricewaterhouseCoopers LLP, 30 South 17th Street,
Philadelphia,  Pennsylvania 19103, serves as the Funds' independent accountants.
The  accountants  audit the 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 for such Fund. No shares have priority
or  preference  over  any  other  shares  of  the  same  Fund  with  respect  to
distributions. Distributions will be made from the assets of a Fund, and will be
paid ratably to all  shareholders of the Fund (or class) according to the number
of shares of such Fund (or class) held by  shareholders  on the record date. The
amount of income  dividends per share may vary between separate share classes of
the same Fund based upon  differences  in the way that  expenses  are  allocated
between share classes pursuant to a multiple class plan.

     VOTING RIGHTS.  Shareholders  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 the 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 non-cumulative and
cannot be modified without a majority vote.

     LIQUIDATION  RIGHTS.  In the event a Fund is liquidated,  Fund shareholders
will be entitled to receive a pro rata share of its 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
its  current   prospectus   and  elsewhere  in  this   Statement  of  Additional
Information.

     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.


                                      B-2
<PAGE>


TAX STATUS OF THE FUNDS

     Each Fund  intends 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 a custodian  bank until  repurchased.  In
addition,  the Board of Trustees  will monitor the Funds'  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  the  Bankruptcy  Code 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 Fund's management acknowledges these risks, it
is expected that they can 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  and   Regulations   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
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,

                                      B-3
<PAGE>

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 to participate
in Vanguard's interfund lending program.  This program allows the Vanguard funds
to borrow  money from and loan money to each other for  temporary  or  emergency
purposes.  The  program  is  subject to a number of  conditions,  including  the
requirement  that no fund may borrow or lend money through the program unless it
receives a more  favorable  interest rate than is available  from a typical bank
for a comparable transaction. In addition, a fund may participate in the program
only if and to the extent that such  participation is consistent with the fund's
investment  objective and other investment  policies.  The 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 transactions 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 which are  standardized  as to maturity date and underlying  financial
instrument  are traded on national  futures  exchanges.  Futures  exchanges  and
trading are regulated under the Commodity  Exchange Act by the Commodity Futures
Trading Commission (CFTC), a U.S. Government agency. Assets committed to futures
contracts will be segregated to the extent required by law.

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

     Futures traders are required to make a good faith margin deposit in cash or
government  securities  with a broker or custodian to initiate and maintain open
positions in futures contracts. A

                                      B-4
<PAGE>

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  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

                                      B-5
<PAGE>

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 future  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 most cases, any gain
or loss  recognized  with respect to a futures  contract is considered to be 60%
long-term capital gain or loss and 40% short-term  capital gain or loss, without
regard to the  holding  period of the  contract.  Furthermore,  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.  Net gain realized from the closing
out of futures  contracts will be considered  qualifying  income for purposes of
the 90% requirement.

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

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
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.

                                      B-6
<PAGE>

     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:  (1) 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 U.S. taxpayer is also treated as a
transaction   subject  to  the  special   currency   rules.   However,   foreign
currency-related regulated futures contracts and nonequity options are generally
not  subject to the  special  currency  rules if they are or would be treated as
sold for their fair market value at year-end under the  marking-to-market  rules
applicable  to other futures  contracts  unless an election is made to have such
currency rules apply. With respect to transactions covered by the special rules,
foreign currency gain or loss is calculated  separately from any gain or loss on
the underlying  transaction and is normally  taxable as ordinary gain or loss. A
taxpayer  may elect to treat as capital gain or loss  foreign  currency  gain or
loss arising from certain identified  forward  contracts,  futures contracts and
options  that are capital  assets in the hands of the taxpayer and which are not
part of a straddle.  The  Treasury  Department  issued  regulations  under which
certain  transactions  subject to the special  currency rules that are part of a
"section 988 hedging  transaction"  (as defined in the Internal  Revenue Code 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 Fund
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 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

                                      B-7
<PAGE>

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.

     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.



                               PURCHASE OF SHARES


The Funds  reserves  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


                                      B-8
<PAGE>


(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 INDEX, EXTENDED MARKET INDEX, SMALL-CAP VALUE INDEX, AND SMALL-CAP
GROWTH INDEX FUNDS WILL NOT BE SUBJECT TO THEIR NORMAL  TRANSACTION  FEES, 0.5%,
0.25%, 0.5% AND 0.5%, RESPECTIVELY. 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 with  securities  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 are  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 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

                                      B-9
<PAGE>

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,  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 rules of 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.

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


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.


                             YIELD AND TOTAL RETURN

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


                                                  INVESTOR    INSTITUTIONAL
                                                   SHARES        SHARES
                                                   --------------------
500 Index Fund................................        .%          .%
Total Stock Market Index Fund.................        .           .
Extended Market Index Fund....................        .           .
Mid-Cap Index Fund............................        .           .
Small-Cap Index Fund..........................        .           .
Value Index Fund..............................        .           .
Small-Cap Value Index Fund....................        .           .

                                      B-10
<PAGE>

Growth Index Fund.............................        .           .
Small-Cap Growth Index Fund...................        .           .


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

                              1 YEAR ENDED   5 YEARS ENDED   10 YEARS ENDED
INVESTOR SHARES                 12/31/1999      12/31/1999      12/31/1999
- ---------------                 ----------      ----------      ----------
500 Index Fund*.............        .%              .%              .%
Total Stock Market Index
Fund*.......................         .              .                .
Extended Market Index Fund**         .              .                .
Small-Cap Index Fund***.....         .              .                .
Value Index Fund*...........         .              .                .
Growth Index Fund*..........         .              .                .


                              1 YEAR ENDED   5 YEARS ENDED   10 YEARS ENDED
INSTITUTIONAL SHARES           12/31/1999      12/31/1999      12/31/1999
- --------------------            ----------      ----------      ----------
Total Stock Market Index Fund       .%              .%              --
Extended Market Index Fund..         .              .               --
Small-Cap Index Fund........         .              .               --


*    Total  return  figures are not  adjusted to reflect the $10 annual  account
     maintenance fee for accounts under $10,000.
**   Total  return  figures for the  Extended  Market Index Fund are adjusted to
     reflect  the 0.25%  transaction  fee but not  adjusted  for the $10  annual
     account maintenance fee for accounts under $10,000 for the Investor Shares.
***  Total return  figures for the Small-Cap  Index Fund are adjusted to reflect
     the  0.5%  transaction  fee but not  adjusted  for the $10  annual  account
     maintenance fee for accounts under $10,000 for the Investor Shares.
+    Annualized.
(1)  Since the inception  date of the Total Stock Market Index Fund on April 27,
     1992.
(2)  Since the inception date of the Value Index Fund on November 2, 1992.
(3)  Since the inception date of the Growth Index Fund on November 2, 1992.
(4)  Since the inception date of the Institutional Shares of the Fund on July 7,
     1997.

     The Investor Shares and the Institutional Shares of the Mid-Cap Index Fund,
Small-Cap  Value Index Fund,  and  Small-Cap  Growth Index Fund were not offered
prior to April 20, 1998.  The  Institutional  Shares of the Value Index Fund and
the Growth Index Fund were not offered prior to April 20, 1998.

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

                                      B-11
<PAGE>

  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).
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 hundreth 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

                                      B-12
<PAGE>

  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 36 investment  companies  administered by Vanguard (35 in the case of Mr.
Malkiel and 28 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 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).

                                      B-13
<PAGE>


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),  and The Mead Corp.  (Paper  Products);  and Trustee of
Vanderbilt University.


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

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

ROBERT D. SNOWDEN, (DOB: 9/4/1961) Controller*
Principal of The Vanguard  Group,  Inc.;  Controller  of each of the  investment
companies in The Vanguard Group.


*Officers of the Funds are "interested persons" as defined in the 1940 Act.



THE VANGUARD GROUP

Vanguard Index Trust 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 each Fund. In addition,
each Fund bears its own direct  expenses  such as legal,  auditing and custodian
fees.

     Each Fund's Officers are Officers of Vanguard. No Officer or employee owns,
or is permitted to own, any securities of any external adviser for the Funds.


     Vanguard  adheres to a Code of Ethics  established  pursuant  to Rule 17j-1
under the 1940 Act.  The Code is  designed  to  prevent  unlawful  practices  in
connection  with the purchase or sale of securities by persons  associated  with
Vanguard.  Under  Vanguard's  Code of Ethics  certain  Officers and employees of
Vanguard who are  considered  access persons are permitted to engage in personal
securities  transactions.  However,  such transactions are subject to procedures
and  guidelines  similar  to,  and in many cases more  restrictive  than,  those
recommended by a blue ribbon panel of mutual fund industry executives.


     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 Fund had contributed capital to


                                      B-14
<PAGE>


Vanguard  representing .% of its net assets. The total amount contributed by the
Funds was $., which represented .% 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:

FUND                                       1997          1998         1999
- ----                                       ----          ----         ----
Vanguard Total Stock Market Index Fund   $9,113,000   $15,330,000       $.
Vanguard 500 Index Fund.....            $75,851,000  $108,134,000       $.
Vanguard Extended Market Index Fund      $5,518,000    $6,534,000       $.
Vanguard Mid-Cap Index Fund.                N/A          $174,000*      $.
Vanguard Small-Cap Index Fund........    $4,817,000    $6,369,000       $.
Vanguard Value Index Fund...             $2,723,000    $4,562,000       $.
Vanguard Small-Cap Value Index Fund..       N/A          $102,000*      $.
Vanguard Growth Index Fund...........    $3,147,000    $8,785,000       $.
Vanguard Small-Cap Growth Index Fund.       N/A           $65,000*      $.

* Since Inception, April 20, 1998.


     INVESTMENT ADVISORY SERVICES.  The Funds that comprise Vanguard Index Trust
receive all investment  advisory services from Vanguard's Core Management Group.
These  services are  provided on an at-cost  basis from 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:


                                      B-15
<PAGE>


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

*Since Inception, April 20, 1998.


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-.), 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. All information shown is for the fiscal year
ended December 31, 1999.


                                      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         EXPENSES         RETIREMENT         TRUSTEES (1)
- --------------------------------------------------------------------------------------------------
John C. Bogle(2)  .              None            None            None                None
John J. Brennan . . .            None            None            None                None
Barbara Barnes
Hauptfuhrer(3). . .                $.              $.              $.                 $.
JoAnn Heffernan Heisen             $.              $.              $.                 $.
Bruce K. MacLaury . .              $.              $.              $.                 $.
Burton G. Malkiel . .              $.              $.              $.                 $.
Alfred M. Rankin, Jr.              $.              $.              $.                 $.
John C. Sawhill . . .              $.              $.              $.                 $.
James O. Welch, Jr. .              $.              $.              $.                 $.
J. Lawrence Wilson. .              $.              $.              $.                 $.
</TABLE>


(1)  The amounts reported in this column reflect the total  compensation paid to
     each Trustee for their  service as Trustee of 36 Vanguard  Funds (35 in the
     case of Mr. Malkiel; 28 in the case of Mr. MacLaury).

(2)  Mr. Bogle has retired from the Funds Board, effective December 31, 1999.
(3)  Mrs.  Hauptfuhrer has retired from the Funds Board,  effective December 31,
     1998.



                             PORTFOLIO TRANSACTIONS

     In placing  portfolio  transactions  on behalf of a Fund,  Vanguard's  Core
Management  Group uses its best  judgment to choose the broker  most  capable of
providing the brokerage  services  necessary to obtain 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:


                                      B-17
<PAGE>


FUND                                       1997         1998         1999
- ----                                       ----         ----         ----
Vanguard Total Stock Market Index Fund    $56,000      $82,000        $.
Vanguard 500 Index Fund.....              $67,000      $80,000        $.
Vanguard Extended Market Index Fund       $53,000      $73,000        $.
Vanguard Mid-Cap Index Fund.                N/A        $20,000*       $.
Vanguard Small-Cap Index Fund........     $67,000     $100,000        $.
Vanguard Value Index Fund...              $22,000      $37,000        $.
Vanguard Small-Cap Value Index Fund..       N/A        $20,000*       $.
Vanguard Growth Index Fund...........     $22,000      $37,000        $.
Vanguard Small-Cap Growth Index Fund.       N/A        $20,000*       $.



                              COMPARATIVE MEASURES

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  EQUITY   INDEX--consists   of  more  than  7,000  common  equity
securities,  covering  all  stocks  in the  U.S.  for  which  daily  pricing  is
available.

WILSHIRE 4500 EQUITY  INDEX--consists  of all stocks in the Wilshire 5000 except
for the 500 stocks in the Standard & 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.

                                      B-18
<PAGE>

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.

LEHMAN  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  Long-Term
Corporate AA or Better Bond Index.

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

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

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

LEHMAN  BROTHERS  MUTUAL  FUND  SHORT  (1-5)  GOVERNMENT/CORPORATE  INDEX--is  a
market-weighted index that contains  individually priced U.S. Treasury,  agency,
and  corporate  investment  grade  bonds  rated BBB- or better  with  maturities
between 1 and 5 years. The index has a market value of over $1.6 trillion.

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   CORPORATE   (BAA)  BOND   INDEX--all   publicly   offered   fixed-rate,
nonconvertible  domestic  corporate bonds rated Baa by Moody's,  with a maturity
longer  than 1 year and with more  than $100  million  outstanding.  This  index
includes over 1,500 issues.

LEHMAN  BROTHERS  LONG-TERM  CORPORATE  BOND  INDEX--is  a subset of the  Lehman
Corporate  Bond  Index  covering  all  corporate,  publicly  issued,  fixed-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>



















































                                                               SAI040-04/21/2000


                                      B-20

<PAGE>

                                     PART C

                              VANGUARD INDEX TRUST
                               OTHER INFORMATION

ITEM 23. EXHIBITS


EXHIBITS   DESCRIPTION
- --------   -----------
(a)    Declaration of Trust*
(b)    By-Laws*
(c)    Reference is made to Articles III and V of the Registrant's Declaration
       of Trust
(d)    Not applicable
(e)    Not applicable
(f)    Reference is made to the section  entitled  "Management  of the Trust" in
       the Registrant's Statement of Additional Information
(g)    Custodian Agreement*
(h)    Amended and  Restated  Funds'  Service  Agreement*
(i)    Legal  Opinion*
(j)    Consent of Independent Accountants**
(k)    Not Applicable
(l)    Not Applicable
(m)    Not Applicable
(n)    Not Applicable
(o)    Rule 18f-3 Plan*

 *Filed previously
 **To be filed by amendment


ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

Registrant is not controlled by or under common control with any person.


ITEM 25. INDEMNIFICATION

The  Registrant's   organizational  documents  contain  provisions  indemnifying
Trustees and officers  against  liability  incurred in their official  capacity.
Article VII,  Section 2 of the Declaration of Trust provides that the Registrant
may  indemnify  and hold  harmless  each and every  Trustee and officer from and
against  any and all  claims,  demands,  costs,  losses,  expenses,  and damages
whatsoever  arising out of or related to the performance of his or her duties as
a Trustee or officer.  However,  this  provision does not cover any liability to
which a Trustee  or  officer  would  otherwise  be  subject by reason of willful
misfeasance,  bad faith,  gross negligence,  or reckless disregard of the duties
involved  in  the  conduct  of  his or her  office.  Article  VI of the  By-Laws
generally provides that the Registrant shall indemnify its Trustees and officers
from  any  liability  arising  out of  their  past or  present  service  in that
capacity.  Among other things,  this provision excludes any liability arising by
reason of willful  misfeasance,  bad faith,  gross  negligence,  or the reckless
disregard  of the duties  involved in the conduct of the  Trustee's or officer's
office with the Registrant.


ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

Investment  advisory services are provided to the Registrant on an at-cost basis
by The Vanguard Group,  Inc., a  jointly-owned  subsidiary of the Registrant and
the  other  Trusts  in the  Vanguard  Group  of  Investment  Companies.  See the
information  concerning The Vanguard Group, Inc. set forth in Parts A and B. For
information  as to any other  business,  vocation or employment of a substantial
nature in which each director or officer of the Registrant's  investment advisor
is or has been  engaged  for his own  account  or in the  capacity  of  officer,
employee,  partner or trustee,  reference is made to Form ADV (File  #801-11953)
filed by it under the Investment Advisers Act of 1940.

                                      C-1

<PAGE>

ITEM 27. PRINCIPAL UNDERWRITERS

a.     Not Applicable
b.     Not Applicable
c.     Not Applicable

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS


The books, accounts and other documents required by Section 31(a) under the 1940
Act and the Rules  thereunder  will be maintained at the offices of  Registrant;
Registrant's  Transfer Agent, The Vanguard Group, Inc., 100 Vanguard  Boulevard,
Malvern,  Pennsylvania 19355; and the Registrant's Custodians, State Street Bank
and Trust Company, 225 Franklin Street,  Boston,  Massachusetts 02105, and First
Union National Bank, PA4943, 530 Walnut Street, Philadelphia, PA 19106.



ITEM 29. MANAGEMENT SERVICES

Other than as set forth under the description of The Vanguard Group in Part B of
this   Registration   Statement,   the   Registrant   is  not  a  party  to  any
management-related service contract.


ITEM 30. UNDERTAKINGS

Not Applicable















































                                      C-2

<PAGE>


                                   SIGNATURES


Pursuant to the  requirements  of the  Securities Act of 1933 and the Investment
Company Act of 1940,  the  Registrant  hereby  certifies that it has duly caused
this  Registration  Statement  to be  signed on its  behalf by the  undersigned,
thereunto duly  authorized,  in the Town of Valley Forge and the Commonwealth of
Pennsylvania, on the 18th day of February, 2000


                                          VANGUARD INDEX TRUST

                                   BY:_____________(signature)________________
                                    (HEIDI STAM) JOHN J. BRENNAN* CHAIRMAN AND
                                              CHIEF EXECUTIVE OFFICER


  Pursuant  to  the   requirements   of  the  Securities   Act  of  1933,   this
Post-Effective  Amendment to the Registration Statement has been signed below by
the following persons in the capacities and on the date indicated:



SIGNATURE                     TITLE                              DATE
- --------------------------------------------------------------------------------



By:/S/ JOHN J. BRENNAN        President, Chairman, Chief      February 18, 2000
   ---------------------------Executive Officer, and Trustee
       (Heidi Stam)
      John J. Brennan*


By:/S/ JOANN HEFFERNAN HEISEN Trustee                         February 18, 2000
   ---------------------------
       (Heidi Stam)
     JoAnn Heffernan Heisen*


By:/S/ BRUCE K. MACLAURY      Trustee                         February 18, 2000
   ---------------------------
       (Heidi Stam)
      Bruce K. MacLaury*


By:/S/ BURTON G. MALKIEL      Trustee                         February 18, 2000
   ---------------------------
       (Heidi Stam)
       Burton G. Malkiel*



By:/S/ ALFRED M. RANKIN, JR.  Trustee                         February 18, 2000
   ---------------------------
       (Heidi Stam)
     Alfred M. Rankin, Jr.*


By:/S/ JOHN C. SAWHILL        Trustee                         February 18, 2000
   ---------------------------
       (Heidi Stam)
      John C. Sawhill*


By:/S/ JAMES O. WELCH, JR.    Trustee                         February 18, 2000
   ---------------------------
       (Heidi Stam)
     James O. Welch, Jr.*



By:/S/ J. LAWRENCE WILSON     Trustee                         February 18, 2000
   ---------------------------
       (Heidi Stam)
     J. Lawrence Wilson*



By:/S/ THOMAS J. HIGGINS      Treasurer and Principal         February 18, 2000
   ---------------------------
       (Heidi Stam)           Financial Officer and Principal
      Thomas J. Higgins*      Accounting Officer



*By Power of Attorney. See File Number 33-4424, filed on January 25, 1999.
Incorporated by Reference.
<PAGE>



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