VANGUARD INDEX TRUST
485BPOS, 2000-10-16
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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. 62

                                       AND


        REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940


                                AMENDMENT NO. 64


                              VANGUARD INDEX TRUST

        (EXACT NAME OF REGISTRANT AS SPECIFIED IN DECLARATION OF TRUST)

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

                  REGISTRANT'S TELEPHONE NUMBER (610) 669-1000

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

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


               IT IS PROPOSED THAT THIS FILING BECOME EFFECTIVE:
           ON OCTOBER 20, 2000 PURSUANT TO PARAGRAPH (B) OF RULE 485.

<PAGE>


VANGUARD
U.S. STOCK INDEX FUNDS


INVESTOR SHARES AND ADMIRAL SHARES
PROSPECTUS
OCTOBER ., 2000

VANGUARD TOTAL STOCK MARKET INDEX FUND

VANGUARD 500 INDEX FUND

VANGUARD EXTENDED MARKET INDEX FUND

VANGUARD MID-CAP INDEX FUND*

VANGUARD SMALL-CAP INDEX FUND

VANGUARD VALUE INDEX FUND

VANGUARD SMALL-CAP VALUE INDEX FUND*

VANGUARD GROWTH INDEX FUND

VANGUARD SMALL-CAP GROWTH INDEX FUND*


*INVESTOR SHARES ONLY

This prospectus contains
financial data for the Funds
through the period ended
June 30, 2000.


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


<PAGE>

VANGUARD U.S. STOCK INDEX FUNDS


INVESTOR SHARES AND ADMIRAL SHARES

Prospectus
October ., 2000
--------------------------------------------------------------------------------
CONTENTS

1 AN INTRODUCTION TO INDEX FUNDS          35 INVESTMENT ADVISER

2 FUND PROFILES                           35 DIVIDENDS, CAPITAL GAINS, AND TAXES

2 Vanguard Total Stock Market Index Fund  37 SHARE PRICE

5 Vanguard 500 Index Fund                 37 FINANCIAL HIGHLIGHTS

8 Vanguard Extended Market Index Fund     43 INVESTING WITH VANGUARD

11 Vanguard Mid-Cap Index Fund              43 Buying Shares

14 Vanguard Small-Cap Index Fund            45 Converting Shares

17 Vanguard Value Index Fund                45 Redeeming Shares

20 Vanguard Small-Cap Value Index Fund      47 Other Rules You Should Know

23 Vanguard Growth Index Fund               50 Fund and Account Updates

26 Vanguard Small-Cap Growth Index Fund     50 Contacting Vanguard

29 MORE ON THE FUNDS                      GLOSSARY (inside back cover)

34 THE FUNDS AND VANGUARD

--------------------------------------------------------------------------------
WHY READING THIS PROSPECTUS IS IMPORTANT

This prospectus  explains the objectives,  risks, and strategies of the Vanguard
U.S. Stock Index Funds. To highlight terms and concepts important to mutual fund
investors,  we have  provided  "Plain  Talk(R)"  explanations  along  the way.
Reading the  prospectus  will help you to decide  which  Funds,  if any, are the
right investments for you. We suggest that you keep it for future reference.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
SHARE CLASSES

Each of the Vanguard Stock Index Funds offers two or three  separate  classes of
shares.  This prospectus  offers Investor Shares for all of the Funds as well as
Admiral  Shares for six of the Funds (500 Index Fund,  Total Stock  Market Index
Fund,  Extended  Market  Index Fund,  Growth Index Fund,  Value Index Fund,  and
Small-Cap Index Fund). Please note that Admiral Shares are NOT available to:
o    SIMPLE IRAs and 403(b)(7) custodial accounts;
o    Other retirement plan accounts  receiving special  administrative  services
     from Vanguard; or
o    Accounts  maintained  by  financial   intermediaries,   except  in  limited
     circumstances.
     Please call Vanguard at 1-800-523-1036 to obtain a separate prospectus that
offers  Institutional  Shares  for all of the Funds  (except  500  Index  Fund).
Institutional Shares have an investment minimum of $10 million and generally are
not available  through  financial  intermediaries  or retirement plans receiving
special administrative services from Vanguard.
--------------------------------------------------------------------------------


<PAGE>

                                                                               1

AN INTRODUCTION TO INDEX FUNDS

WHAT IS INDEXING?


An index is an unmanaged group of securities  whose overall  performance is used
as a standard to measure the investment  performance of a particular  market. An
index (or "passively managed") fund tries to match, as closely as possible,  the
performance of an established  target index.  The fund does this by holding all,
or a representative sample, of the securities that make up the index.


     Stock index  funds may seek to track  indexes  that hold a certain  type of
stock--such as growth or value,  small-cap or large-cap,  or those from just one
industry--or  they may seek to track  indexes that consist of a broader range of
stocks--for example, the entire U.S. stock market.

     Index funds do not have active managers,  who buy and sell securities based
on research and analysis in an attempt to  outperform a particular  benchmark or
the market as a whole.  Rather,  index funds  simply  attempt to mirror what the
target index does, for better or worse.

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

WHAT INDEX FUNDS DOES VANGUARD OFFER?

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

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

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

<PAGE>

2

FUND PROFILE

VANGUARD(R) TOTAL STOCK MARKET INDEX FUND

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

INVESTMENT STRATEGIES


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


PRIMARY RISK
THE FUND'S TOTAL RETURN,  LIKE STOCK PRICES  GENERALLY,  WILL FLUCTUATE WITHIN A
WIDE  RANGE,  SO AN INVESTOR  COULD LOSE MONEY OVER SHORT OR EVEN LONG  PERIODS.
Stock markets tend to move in cycles,  with periods of rising prices and periods
of falling prices.

PERFORMANCE/RISK INFORMATION


The following bar chart and table 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.  Both the bar chart and the table
present  information for the Fund's  Investor Shares only,  since Admiral Shares
were not available  during the time periods shown.  Keep in mind that the Fund's
past performance does not indicate how it will perform in the future.

--------------------------------------------------------------------------------
                     ANNUAL TOTAL RETURNS-INVESTOR SHARES
--------------------------------------------------------------------------------
 SCALE -20%  - 50%
                                 1993      10.62%
                                 1994      -0.17%
                                 1995      35.79%
                                 1996      20.96%
                                 1997      30.99%
                                 1998      23.26%
                                 1999      23.81%
--------------------------------------------------------------------------------
Return  figures do not reflect the account  maintenance  fee imposed on accounts
with balances of less than $10,000 or the transaction  fee on purchases  through
1995. The Fund's  year-to-date return as of the calendar quarter ended September
30, 2000 was -0.45%.
--------------------------------------------------------------------------------


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

<PAGE>

                                                                               3

--------------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
--------------------------------------------------------------------------------
                                                                      SINCE
                                               1 YEAR     5 YEARS   INCEPTION*
--------------------------------------------------------------------------------
     Vanguard Total Stock Market Index Fund-
       Investor Shares**                       23.81%     26.84%      19.80%
     Wilshire 5000 Index                       23.77%     27.11%      20.11%
--------------------------------------------------------------------------------
       *April 27, 1992.
      **Return  figures do not reflect the  account  maintenance  fee imposed on
       accounts  with  balances of less than $10,000 or the  transaction  fee on
       purchases through 1995.
--------------------------------------------------------------------------------

FEES AND EXPENSES
The following  table  describes the fees and expenses you may pay if you buy and
hold Investor  Shares or Admiral  Shares of the Fund.  The expenses  shown under
Annual Fund Operating Expenses for Investor Shares are based upon those incurred
in the fiscal year ended December 31, 1999; for Admiral Shares, the expenses are
based on estimated amounts for the current fiscal year.

                                                       INVESTOR          ADMIRAL
                                                        SHARES            SHARES
                                                      ----------     -----------
SHAREHOLDER FEES (fees paid directly from your investment)
Sales Charge (Load) Imposed on Purchases:                 None           None
Transaction Fee on Purchases:                             None*          None*
Sales Charge (Load) Imposed on Reinvested                 None           None
Dividends:
Redemption Fee:                                           None           None
Exchange Fee:                                             None           None
Account Maintenance Fee (for accounts under             $2.50/           None
$10,000):                                            quarter**

ANNUAL FUND OPERATING EXPENSES (expenses deducted from the Fund's assets)
Management Expenses:                                     0.18%          0.13%
12b-1 Distribution Fee:                                   None           None
Other Expenses:                                          0.02%          0.02%
 TOTAL ANNUAL FUND OPERATING EXPENSES:                   0.20%          0.15%

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


The  following  example is intended to help you compare the cost of investing in
the Fund's Investor Shares or Admiral Shares 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.


<PAGE>

4


--------------------------------------------------------------------------------
                   1 YEAR           3 YEARS         5 YEARS     10 YEARS
--------------------------------------------------------------------------------
Investor Shares     $20             $64             $113        $255
Admiral Shares      $15             $48             $85         $192
--------------------------------------------------------------------------------

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          CONVERSION  FEATURES
Dividends  are  distributed quarterly    Investor Shares--May   be  converted to
in March, June, September, and         Admiral Shares if you meet certain
December;  capital   gains,   if any   account balance and tenure requirements
are   distributed annually in December   Admiral Shares--Will be converted to
                                       Investor Shares if you are no longer
INVESTMENT ADVISER                     eligible for Admiral Shares
The Vanguard Group, Valley Forge, Pa.,
since inception                        NEWSPAPER ABBREVIATION
                                       Investor Shares--TotSt
INCEPTION DATE                         Admiral Shares--.
Investor Shares--April 27, 1992
Admiral Shares--November 13, 2000      VANGUARD FUND NUMBER
                                       Investor Shares--085
                                       Admiral Shares--585
NET ASSETS (ALL SHARE CLASSES) AS OF
JUNE 30, 2000                          CUSIP NUMBER
$24.3 billion                          Investor Shares--922908306
                                       Admiral Shares-- 922908728
SUITABLE FOR IRAS
Yes (both classes of shares)           TICKER SYMBOL
                                       Investor Shares--VTSMX
MINIMUM INITIAL INVESTMENT
 Investor Shares--$3,000; $1,000 for
IRAs and custodial accounts for minors
 Admiral Shares--$250,000
--------------------------------------------------------------------------------


<PAGE>

                                                                               5

FUND PROFILE--VANGUARD (R) 500 INDEX FUND


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

INVESTMENT STRATEGIES


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


PRIMARY RISKS
o    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.

o    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 following bar chart and table 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.  Both the bar  chart  and the  table  present
information for the Fund's  Investor Shares only,  since Admiral Shares were not
available  during the time  periods  shown.  Keep in mind that the  Fund's  past
performance does not indicate how it will perform in the future.

--------------------------------------------------------------------------------
                     ANNUAL TOTAL RETURNS-INVESTOR SHARES
--------------------------------------------------------------------------------
 SCALE -20%  - 50%
                                 1990      -3.32%
                                 1991      30.22%
                                 1992       7.42%
                                 1993       9.89%
                                 1994       1.18%
                                 1995      37.45%
                                 1996      22.88%
                                 1997      33.19%
                                 1998      28.62%
                                 1999      21.07%
--------------------------------------------------------------------------------
Return  figures do not reflect the account  maintenance  fee imposed on accounts
with balances of less than  $10,000.  The Fund's  year-to-date  return as of the
calendar quarter ended September 30, 2000 was -1.35%.
--------------------------------------------------------------------------------


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


<PAGE>

6


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


FEES AND EXPENSES
The following  table  describes the fees and expenses you may pay if you buy and
hold Investor  Shares or Admiral  Shares of the Fund.  The expenses  shown under
Annual Fund Operating Expenses for Investor Shares are based upon those incurred
in the fiscal year ended December 31, 1999; for Admiral Shares, the expenses are
based on estimated amounts for the current fiscal year.

                                                         INVESTOR        ADMIRAL
                                                          SHARES          SHARES
                                                       -------------  ----------
SHAREHOLDER FEES (fees paid directly from your investment)
Sales Charge (Load) Imposed on Purchases:                 None           None
Transaction Fee on Purchases:                             None*          None*
Sales Charge (Load) Imposed on Reinvested                 None           None
Dividends:
Redemption Fee:                                           None           None
Exchange Fee:                                             None           None
Account Maintenance Fee (for accounts under             $2.50/           None
$10,000):                                            quarter**

ANNUAL FUND OPERATING EXPENSES (expenses deducted from the Fund's assets)
Management Expenses:                                     0.16%          0.10%
12b-1 Distribution Fee:                                   None           None
Other Expenses:                                          0.02%          0.02%

 TOTAL ANNUAL FUND OPERATING EXPENSES:                   0.18%          0.12%


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

The  following  example is intended to help you compare the cost of investing in
the Fund's Investor Shares or Admiral Shares 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
--------------------------------------------------------------------------------
Investor Shares     $18             $58             $101        $230
Admiral Shares      $12             $39             $68         $154
--------------------------------------------------------------------------------

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              CONVERSION  FEATURES
Dividends  are  distributed quarterly in     Investor Shares--May  be  converted
March, June, September, and December;      to Admiral Shares if you meet certain
capital   gains,   if  any,  are           account balance and tenure
distributed  annually in December          requirements
                                             Admiral Shares--Will be converted
INVESTMENT ADVISER                         to Investor Shares if you are no
The Vanguard Group, Valley Forge, Pa.,     longer eligible for Admiral Shares
since inception
                                           NEWSPAPER ABBREVIATION
INCEPTION DATE                             Investor Shares--500
Investor Shares--August 31, 1976           Admiral Shares--
Admiral Shares--November 13, 2000
                                           VANGUARD FUND NUMBER
NET ASSETS (ALL SHARE CLASSES) AS OF       Investor Shares--040
JUNE 30, 2000                              Admiral Shares--540
$105.6 billion
                                           CUSIP NUMBER
SUITABLE FOR IRAS                          Investor Shares--922908108
Yes (both classes of shares)               Admiral Shares--922908710

MINIMUM INITIAL INVESTMENT
  Investor Shares--$3,000; $1,000 for      TICKER SYMBOL
IRAs and custodial accounts for minors     Investor Shares--VFINX
  Admiral Shares--$250,000
--------------------------------------------------------------------------------


<PAGE>

8

FUND PROFILE

VANGUARD (R) EXTENDED MARKET INDEX FUND


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

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

PRIMARY RISKS
o    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.

o    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 from the overall
     stock market.

PERFORMANCE/RISK INFORMATION
The following bar chart and table 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.  Both the bar  chart  and the  table  present
information for the Fund's  Investor Shares only,  since Admiral Shares were not
available  during the time  periods  shown.  Keep in mind that the  Fund's  past
performance does not indicate how it will perform in the future.

--------------------------------------------------------------------------------
                     ANNUAL TOTAL RETURNS-INVESTOR SHARES
--------------------------------------------------------------------------------
SCALE -20%  - 50%
                                 1990     -14.05%
                                 1991      41.85%
                                 1992      12.47%
                                 1993      14.49%
                                 1994      -1.76%
                                 1995      33.80%
                                 1996      17.65%
                                 1997      26.73%
                                 1998       8.32%
                                 1999      36.22%
--------------------------------------------------------------------------------
Return  figures do not reflect the account  maintenance  fee imposed on accounts
with balances of less than $10,000 or the transaction  fee on purchases  through
March 31, 2000. The Fund's  year-to-date return as of the calendar quarter ended
September 30, 2000 was 3.95%.
--------------------------------------------------------------------------------



<PAGE>

9


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

--------------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
--------------------------------------------------------------------------------
                                       1 YEAR     5 YEARS     10 YEARS
--------------------------------------------------------------------------------
      Vanguard Extended  Market Index
       Fund--Investor  Shares*         36.22%     24.10%       16.33%
      Wilshire 4500 Index              35.37      23.65        16.16
--------------------------------------------------------------------------------
      *Return  figures do not  reflect the  account  maintenance  fee imposed on
       accounts  with  balances of less than $10,000 or the  transaction  fee on
       purchases through March 31, 2000.
--------------------------------------------------------------------------------

FEES AND EXPENSES
The following  table  describes the fees and expenses you may pay if you buy and
hold Investor  Shares or Admiral  Shares of the Fund.  The expenses  shown under
Annual Fund Operating Expenses for Investor Shares are based upon those incurred
in the fiscal year ended December 31, 1999; for Admiral Shares, the expenses are
based on estimated amounts for the current fiscal year.

                                                       INVESTOR        ADMIRAL
                                                        SHARES         SHARES
                                                     -----------      ----------
SHAREHOLDER FEES (fees paid directly from your investment)
Sales Charge (Load) Imposed on Purchases:                 None           None
Transaction Fee on Purchases:                             None*          None*
Sales Charge (Load) Imposed on Reinvested                 None           None
Dividends:
Redemption Fee:                                           None           None
Exchange Fee:                                             None           None
Account Maintenance Fee (for accounts under               $10/           None
$10,000):                                               year**

ANNUAL FUND OPERATING EXPENSES (expenses deducted from the Fund's assets)
Management Expenses:                                     0.22%          0.17%
12b-1 Distribution Fee:                                   None           None
Other Expenses:                                          0.03%          0.03%
 TOTAL ANNUAL FUND OPERATING EXPENSES:                   0.25%          0.20%

    *The Fund  reserves  the  right  to  deduct a  transaction  fee from  future
     purchases of shares.
    **The account maintenance fee will be deducted from your 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.


<PAGE>

10


The  following  example is intended to help you compare the cost of investing in
the Fund's Investor Shares or Admiral Shares 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
--------------------------------------------------------------------------------
Investor Shares     $26             $80             $141        $318
Admiral Shares      $20             $64             $113        $255
--------------------------------------------------------------------------------

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

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

DIVIDENDS AND CAPITAL GAINS          CONVERSION FEATURES
Distributed annually in December       Investor Shares--May be converted to
                                     Admiral Shares if you meet certain
INVESTMENT ADVISER                   account balance and tenure requirements
The Vanguard Group, Valley Forge,      Admiral Shares--Will be converted to
Pa.,                                 Investor Shares if you are no longer
since inception                       eligible for Admiral Shares

INCEPTION DATE                       NEWSPAPER ABBREVIATION
Investor Shares--December 21, 1987   Investor Shares--Extnd
Admiral Shares--November 13, 2000    Admiral Shares--.

NET ASSETS (ALL SHARE CLASSES)       VANGUARD FUND NUMBER
AS OF JUNE 30, 2000                  Investor Shares--098
$6.1 billion                         Admiral Shares--598

SUITABLE FOR IRAS                    CUSIP NUMBER
Yes (both classes of shares)         Investor Shares--922908207
                                     Admiral Shares--922908694
MINIMUM INITIAL INVESTMENT
 Investor Shares--$3,000; $1,000 for TICKER SYMBOL
 IRAs and custodial accounts for     Investor Shares--VEXMX
 minors
 Admiral Shares--$250,000
--------------------------------------------------------------------------------


<PAGE>
                                                                              11

FUND PROFILE--VANGUARD (R) 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-sized U.S. companies.  The Fund attempts to replicate the target index by
investing all or substantially  all of its assets in the stocks that make up the
Index.  For a  description  of the  Fund's  replication  technique,  please  see
"Indexing Methods" under MORE ON THE FUNDS.

PRIMARY RISKS
o    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.

o    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 from the overall stock market.


PERFORMANCE/RISK INFORMATION
The following bar chart and table provide an indication of the risk of investing
in the Fund. The bar chart shows the Fund's performance in the one full calendar
year since its  inception.  The table shows how the Fund's  average annual total
returns for one year and since  inception  compare  with those of the index that
the Fund seeks to track.  Keep in mind that the Fund's past performance does not
indicate how it will perform in the future.
--------------------------------------------------------------------------------
                           ANNUAL TOTAL RETURN
--------------------------------------------------------------------------------
                            1999      15.32%
--------------------------------------------------------------------------------
The return  figure  does not  reflect  the  account  maintenance  fee imposed on
accounts with balances of less than $10,000.  The Fund's  year-to-date return as
of the calendar quarter ended September 30, 2000 was 22.60%.
--------------------------------------------------------------------------------

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


<PAGE>

12

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

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

      SHAREHOLDER FEES (fees paid directly from your investment)
      Sales Charge (Load) Imposed on Purchases:                          None
      Transaction Fee on Purchases:                                      None*
      Sales Charge (Load) Imposed on Reinvested Dividends:               None
      Redemption Fee:                                                    None
      Exchange Fee:                                                      None
      Account Maintenance Fee (for accounts under $10,000):        $10/year**

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

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

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

--------------------------------------------------------------------------------
                   1 YEAR           3 YEARS         5 YEARS     10 YEARS
--------------------------------------------------------------------------------
                     $26             $80             $141        $318
--------------------------------------------------------------------------------

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

<PAGE>

                                                                              13

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

DIVIDENDS AND CAPITAL GAINS          MINIMUM INITIAL INVESTMENT
Distributed annually in December     $3,000; $1,000 for IRAs and custodial
                                     accounts for minors
INVESTMENT ADVISER
The Vanguard Group, Valley Forge,    NEWSPAPER ABBREVIATION
Pa.,                                 MidCp
since inception

INCEPTION DATE                       VANGUARD FUND NUMBER
May 21, 1998                         859

NET ASSETS (ALL SHARE CLASSES)       CUSIP NUMBER
AS OF                                922908843
JUNE 30, 2000
$1.1 billion                         TICKER SYMBOL
                                     VIMSX
SUITABLE FOR IRAS
Yes
--------------------------------------------------------------------------------


<PAGE>

14

FUND PROFILE--VANGUARD (R) 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  made up of the  2,000  smallest
companies  out of the 3,000  largest  U.S.  companies.  The Fund  invests all or
substantially  all of its assets in a  representative  sample of the stocks that
make up the Index.  For a description of the Fund's sampling  technique,  please
see "Indexing Methods" under MORE ON THE FUNDS.

PRIMARY RISKS
o    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.

o    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 from the overall stock market.


PERFORMANCE/RISK INFORMATION
The following bar chart and table 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.  Both the bar  chart  and the  table  present
information for the Fund's  Investor Shares only,  since Admiral Shares were not
available  during the time  periods  shown.  Keep in mind that the  Fund's  past
performance does not indicate how it will perform in the future.

--------------------------------------------------------------------------------
                     ANNUAL TOTAL RETURNS-INVESTOR SHARES
--------------------------------------------------------------------------------
SCALE -20%  - 50%
                                 1990     -18.13%
                                 1991      45.26%
                                 1992      18.20%
                                 1993      18.70%
                                 1994      -0.51%
                                 1995      28.74%
                                 1996      18.12%
                                 1997      24.59%
                                 1998      -2.61%
                                 1999      23.13%
--------------------------------------------------------------------------------
Return  figures do not reflect the account  maintenance  fee imposed on accounts
with balances of less than $10,000 or the transaction  fee on purchases  through
March 31, 2000. The Fund's  year-to-date return as of the calendar quarter ended
September 30, 2000 was 4.39%.
--------------------------------------------------------------------------------


<PAGE>

                                                                              15

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


--------------------------------------------------------------------------------
            AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
--------------------------------------------------------------------------------
                                       1 YEAR      5 YEARS      10 YEARS
--------------------------------------------------------------------------------
      Vanguard Small-Cap Index Fund--
       Investor Shares*                23.13%      17.84%        14.20%
      Russell 2000 Index               21.26       16.69         13.40
--------------------------------------------------------------------------------
      *Return  figures do not  reflect the  account  maintenance  fee imposed on
       accounts  with  balances of less than $10,000 or the  transaction  fee on
       purchases through March 31, 2000.
--------------------------------------------------------------------------------



FEES AND EXPENSES
The following  table  describes the fees and expenses you may pay if you buy and
hold Investor  Shares or Admiral  Shares of the Fund.  The expenses  shown under
Annual Fund Operating Expenses for Investor Shares are based upon those incurred
in the fiscal year ended December 31, 1999; for Admiral Shares, the expenses are
based on estimated amounts for the current fiscal year.

                                                       INVESTOR        ADMIRAL
                                                        SHARES         SHARES
                                                     ----------      ----------
SHAREHOLDER FEES (fees paid directly from your investment)
Sales Charge (Load) Imposed on Purchases:                 None           None
Transaction Fee on Purchases:                             None*          None*
Sales Charge (Load) Imposed on Reinvested                 None           None
Dividends:
Redemption Fee:                                           None           None
Exchange Fee:                                             None           None
Account Maintenance Fee (for accounts under               $10/           None
$10,000):                                               year**

ANNUAL FUND OPERATING EXPENSES (expenses deducted from the Fund's assets)
Management Expenses:                                     0.21%          0.16%
12b-1 Distribution Fee:                                   None           None
Other Expenses:                                          0.04%          0.04%
 TOTAL ANNUAL FUND OPERATING EXPENSES:                   0.25%          0.20%

    *The Fund  reserves  the  right  to  deduct a  transaction  fee from  future
     purchases of shares.
    **The account maintenance fee will be deducted from your 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.


<PAGE>

16


The  following  example is intended to help you compare the cost of investing in
the Fund's Investor Shares or Admiral Shares 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
--------------------------------------------------------------------------------
Investor Shares     $26             $80             $141        $318
Admiral Shares      $20             $64             $113        $255
--------------------------------------------------------------------------------


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


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

DIVIDENDS AND CAPITAL GAINS          CONVERSION FEATURES
Distributed annually in December       Investor Shares--May be converted to
                                     Admiral Shares if you meet certain
INVESTMENT ADVISER                   account balance and tenure requirements
The Vanguard Group, Valley Forge,      Admiral Shares--Will be converted to
Pa.,                                 Investor Shares if you are no longer
since inception                      eligible for Admiral Shares

INCEPTION DATE                       NEWSPAPER ABBREVIATION
Investor Shares--October 3, 1960     Investor Shares--SmCap
Admiral Shares--November 13, 2000    Admiral Shares--.

NET ASSETS (ALL SHARE CLASSES)       VANGUARD FUND NUMBER
AS OF                                Investor Shares--048
JUNE 30, 2000                        Admiral Shares--548
$4.6 billion
                                     CUSIP NUMBER
SUITABLE FOR IRAS                    Investor Shares--922908702
Yes (both classes of shares)         Admiral Shares--922908686

MINIMUM INITIAL INVESTMENT           TICKER SYMBOL
 Investor Shares--$3,000; $1,000 for Investor Shares--NAESX
IRAs and custodial accounts for
minors
 Admiral Shares--$250,000
--------------------------------------------------------------------------------


<PAGE>

                                                                              17

FUND PROFILE--VANGUARD (R) VALUE INDEX FUND


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


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


PRIMARY RISKS
o    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.

o    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 following bar chart and table 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.  Both the bar chart and the table
present  information for the Fund's  Investor Shares only,  since Admiral Shares
were not available  during the time periods shown.  Keep in mind that the Fund's
past performance does not indicate how it will perform in the future.


--------------------------------------------------------------------------------
                     ANNUAL TOTAL RETURNS-INVESTOR SHARES
--------------------------------------------------------------------------------
SCALE -20%  - 50%
                                 1993      18.35%
                                 1994      -0.73%
                                 1995      36.94%
                                 1996      21.86%
                                 1997      29.77%
                                 1998      14.64%
                                 1999      12.57%
--------------------------------------------------------------------------------
Return  figures do not reflect the account  maintenance  fee imposed on accounts
with balances of less than  $10,000.  The Fund's  year-to-date  return as of the
calendar quarter ended September 30, 2000 was 4.31%.
--------------------------------------------------------------------------------


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

<PAGE>

18


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

FEES AND EXPENSES
The following  table  describes the fees and expenses you may pay if you buy and
hold Investor  Shares or Admiral  Shares of the Fund.  The expenses  shown under
Annual Fund Operating Expenses for Investor Shares are based upon those incurred
in the fiscal year ended December 31, 1999; for Admiral Shares, the expenses are
based on estimated amounts for the current fiscal year.

                                                       INVESTOR        ADMIRAL
                                                        SHARES         SHARES
                                                    ------------     ----------
SHAREHOLDER FEES (fees paid directly from your investment)
Sales Charge (Load) Imposed on Purchases:                 None           None
Transaction Fee on Purchases:                             None*          None*
Sales Charge (Load) Imposed on Reinvested                 None           None
Dividends:
Redemption Fee:                                           None           None
Exchange Fee:                                             None           None
Account Maintenance Fee (for accounts under             $2.50/           None
$10,000):                                            quarter**

ANNUAL FUND OPERATING EXPENSES (expenses deducted from the Fund's assets)
Management Expenses:                                     0.19%          0.14%
12b-1 Distribution Fee:                                   None           None
Other Expenses:                                          0.03%          0.03%
 TOTAL ANNUAL FUND OPERATING EXPENSES:                   0.22%          0.17%


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

<PAGE>

                                                                              19

     The following example is intended to help you compare the cost of investing
in the Fund's  Investor  Shares or Admiral  Shares 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
--------------------------------------------------------------------------------
Investor Shares     $23             $71             $124        $280
Admiral Shares      $17             $55              $96        $217
--------------------------------------------------------------------------------

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          CONVERSION  FEATURES
Dividends  are  distributed quarterly    Investor Shares--May   be  converted to
in  March, June, September, and        Admiral Shares if you meet certain
December; capital   gains,   if  any,  account balance and tenure requirements
are distributed annually in December     Admiral Shares--Will be converted to
                                       Investor Shares if you are no longer
INVESTMENT ADVISER                     eligible for Admiral Shares
The Vanguard Group, Valley Forge, Pa.,
since inception                        NEWSPAPER ABBREVIATION
                                       Investor Shares--Value
INCEPTION DATE                         Admiral Shares--.
Investor Shares--November 2, 1992
Admiral Shares--November 13, 2000      VANGUARD FUND NUMBER
                                       Investor Shares--006
NET ASSETS (ALL SHARE CLASSES) AS OF   Admiral Shares--506
JUNE 30, 2000
$4 billion                             CUSIP NUMBER
                                       Investor Shares--922908405
SUITABLE FOR IRAS                      Admiral Shares--922908678
Yes (both classes of shares)
                                       TICKER SYMBOL
MINIMUM INITIAL INVESTMENT             Investor Shares--VIVAX
  Investor Shares--$3,000; $1,000 for
IRAs and custodial accounts for minors
  Admiral Shares--$250,000
--------------------------------------------------------------------------------


<PAGE>

20

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


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

INVESTMENT STRATEGIES

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


PRIMARY RISKS
o    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.

o    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 from the overall stock market.

PERFORMANCE/RISK INFORMATION
The following bar chart and table provide an indication of the risk of investing
in the Fund. The bar chart shows the Fund's performance in the one full calendar
year since its  inception.  The table shows how the Fund's  average annual total
returns for one year and since  inception  compare  with those of the index that
the Fund seeks to track.  Keep in mind that the Fund's past performance does not
indicate how it will perform in the future.

--------------------------------------------------------------------------------
                               ANNUAL TOTAL RETURN
--------------------------------------------------------------------------------
                                 1999      3.35%
--------------------------------------------------------------------------------
The return  figure  does not  reflect  the  account  maintenance  fee imposed on
accounts with balances of less than $10,000 or the transaction fee on purchases.
The Fund's  year-to-date  return as of the calendar  quarter ended September 30,
2000 was 13.29%.
--------------------------------------------------------------------------------


<PAGE>

                                                                              21

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

--------------------------------------------------------------------------------
            AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
--------------------------------------------------------------------------------
                                       1 YEAR            SINCE INCEPTION*
--------------------------------------------------------------------------------

      Vanguard Small-Cap Value          2.83%                  -6.31%
        Index Fund**
      S&P SmallCap 600/BARRA            3.03                   -6.73
        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 may pay if you buy and
hold shares of the Fund. The expenses shown under Annual Fund Operating Expenses
are based upon those incurred in the fiscal year ended December 31, 1999.

      SHAREHOLDER FEES (fees paid directly from your investment)
      Sales Charge (Load) Imposed on Purchases:                          None
      Transaction Fee on Purchases:                                    0.50%*
      Sales Charge (Load) Imposed on Reinvested Dividends:               None
      Redemption Fee:                                                    None
      Exchange Fee:                                                      None
      Account Maintenance Fee (for accounts under $10,000):              $10/
                                                                       year**

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

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

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

--------------------------------------------------------------------------------
                   1 YEAR           3 YEARS         5 YEARS     10 YEARS
--------------------------------------------------------------------------------
                    $20               $64            $113         $255
--------------------------------------------------------------------------------

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

<PAGE>

22


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

DIVIDENDS AND CAPITAL GAINS            MINIMUM INITIAL INVESTMENT
Distributed annually in December       $3,000; $1,000 for IRAs and custodial
                                       accounts for minors
INVESTMENT ADVISER
The Vanguard Group, Valley Forge, Pa., NEWSPAPER ABBREVIATION
since inception                        SmVal

INCEPTION DATE                         VANGUARD FUND NUMBER
May 21, 1998                           860

NET ASSETS (ALL SHARE CLASSES) AS OF   CUSIP NUMBER
JUNE 30, 2000                          922908793
$279 million
                                       TICKER SYMBOL
SUITABLE FOR IRAS                      VISVX
Yes
--------------------------------------------------------------------------------



<PAGE>

                                                                              23

FUND PROFILE--VANGUARD/(R)/ GROWTH INDEX FUND


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

INVESTMENT STRATEGIES

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


PRIMARY RISKS
THE FUND'S TOTAL RETURN,  LIKE STOCK PRICES  GENERALLY,  WILL FLUCTUATE WITHIN A
WIDE  RANGE,  SO AN INVESTOR  COULD LOSE MONEY OVER SHORT OR EVEN LONG  PERIODS.
Stock markets tend to move in cycles,  with periods of rising prices and periods
of falling prices. The Fund is also subject to:

o    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.

o    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 following bar chart and table 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.  Both the bar chart and the table
present  information for the Fund's  Investor Shares only,  since Admiral Shares
were not available  during the time periods shown.  Keep in mind that the Fund's
past performance does not indicate how it will perform in the future.


--------------------------------------------------------------------------------
                     ANNUAL TOTAL RETURNS-INVESTOR SHARES
--------------------------------------------------------------------------------
SCALE -20%  - 50%
                                 1993       1.53%
                                 1994       2.89%
                                 1995      38.06%
                                 1996      23.74%
                                 1997      36.34%
                                 1998      42.21%
                                 1999      28.76%
--------------------------------------------------------------------------------
Return  figures do not reflect the account  maintenance  fee imposed on accounts
with balances of less than  $10,000.  The Fund's  year-to-date  return as of the
calendar quarter ended September 30, 2000 was -6.41%.
--------------------------------------------------------------------------------


<PAGE>

24

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


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

FEES AND EXPENSES
The following  table  describes the fees and expenses you may pay if you buy and
hold Investor  Shares or Admiral  Shares of the Fund.  The expenses  shown under
Annual Fund Operating Expenses for Investor Shares are based upon those incurred
in the fiscal year ended December 31, 1999; for Admiral Shares, the expenses are
based on estimated amounts for the current fiscal year.

                                                      INVESTOR         ADMIRAL
                                                       SHARES          SHARES
                                                    ------------     ----------
SHAREHOLDER FEES (fees paid directly from your investment)
Sales Charge (Load) Imposed on Purchases:                 None           None
Transaction Fee on Purchases:                             None*          None*
Sales Charge (Load) Imposed on Reinvested                 None           None
Dividends:
Redemption Fee:                                           None           None
Exchange Fee:                                             None           None
Account Maintenance Fee (for accounts under             $2.50/           None
$10,000):                                            quarter**

ANNUAL FUND OPERATING EXPENSES (expenses deducted from the Fund's assets)
Management Expenses:                                     0.20%          0.14%
12b-1 Distribution Fee:                                   None           None
Other Expenses:                                          0.02%          0.03%
 TOTAL ANNUAL FUND OPERATING EXPENSES:                   0.22%          0.17%

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


<PAGE>

                                                                              25


     The following example is intended to help you compare the cost of investing
in the Fund's  Investor  Shares or Admiral  Shares 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
--------------------------------------------------------------------------------
Investor Shares     $23             $71             $124        $280
Admiral Shares      $17             $55              $96        $217
--------------------------------------------------------------------------------

     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          CONVERSION  FEATURES
Dividends  are  distributed quarterly    Investor Shares--May   be  converted
in  March, June, September, and        to Admiral Shares if you meet certain
December; capital   gains,   if  any,  account balance and tenure requirements
are distributed annually in December     Admiral Shares--Will be converted to
                                       Investor Shares if you are no longer
INVESTMENT ADVISER                     eligible for Admiral Shares
The Vanguard Group, Valley Forge, Pa.,
since inception                        NEWSPAPER ABBREVIATION
                                       Investor Shares--Growth
INCEPTION DATE                         Admiral Shares--.
Investor Shares--November 2, 1992
Admiral Shares--November 13, 2000      VANGUARD FUND NUMBER
                                       Investor Shares--009
                                       Admiral Shares--509
NET ASSETS (ALL SHARE CLASSES) AS OF
JUNE 30, 2000                          CUSIP NUMBER
$17.2 billion                          Investor Shares--922908504
                                       Admiral Shares--922908660
SUITABLE FOR IRAS
Yes (both classes of shares)           TICKER SYMBOL
                                       Investor Shares--VIGRX
MINIMUM INITIAL INVESTMENT
  Investor Shares--$3,000; $1,000 for
IRAs and custodial accounts for minors
  Admiral Shares--$250,000
--------------------------------------------------------------------------------


<PAGE>

26

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


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

INVESTMENT STRATEGIES

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

PRIMARY RISKS
o    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.

o    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 from the overall stock market.

PERFORMANCE/RISK INFORMATION
The following bar chart and table 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
--------------------------------------------------------------------------------
SCALE -20%  - 50%
                                  1999      19.80%
--------------------------------------------------------------------------------
The return  figure  does not  reflect  the  account  maintenance  fee imposed on
accounts with balances of less than $10,000 or the transaction fee on purchases.
The Fund's  year-to-date  return as of the calendar  quarter ended September 30,
2000 was 8.52%.
--------------------------------------------------------------------------------


<PAGE>

27

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


--------------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
--------------------------------------------------------------------------------
                                        1 YEAR            SINCE INCEPTION*
--------------------------------------------------------------------------------
      Vanguard Small-Cap Growth
        Index Fund**                    19.20%                8.17%
      S&P SmallCap 600/BARRA            19.57                 8.24
      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 may pay if you buy and
hold shares of the Fund. The expenses shown under Annual Fund Operating Expenses
are based upon those incurred in the fiscal year ended December 31, 1999.

      SHAREHOLDER FEES (fees paid directly from your investment)
      Sales Charge (Load) Imposed on Purchases:                  None
      Transaction Fee on Purchases:                            0.50%*
      Sales Charge (Load) Imposed on Reinvested Dividends:       None
      Redemption Fee:                                            None
      Exchange Fee:                                              None
      Account Maintenance Fee (for accounts under $10,000):      $10/
                                                               year**

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

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

<PAGE>

28

     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
--------------------------------------------------------------------------------
Investor Shares     $75             $130             $190        $367
--------------------------------------------------------------------------------

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


--------------------------------------------------------------------------------
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.,                                   SmGth
since inception

INCEPTION DATE                         VANGUARD FUND NUMBER
May 21, 1998                           861

NET ASSETS (ALL SHARE CLASSES) AS OF   CUSIP NUMBER
JUNE 30, 2000                          922908827
$386 million
                                       TICKER SYMBOL
SUITABLE FOR IRAS                      VISGX
Yes
--------------------------------------------------------------------------------


<PAGE>

                                                                              29

MORE ON THE FUNDS
The following sections discuss other important features of Vanguard U.S. Stock
Index Funds.

WHY INVEST IN INDEX FUNDS?
Index funds appeal to many investors for a number of reasons:
o    Variety of  investments.  Vanguard index funds  generally  invest in a wide
     variety of companies and industries.
o    Relative consistency.  Because they seek to track market benchmarks,  index
     funds by  definition  will not  perform  dramatically  better or worse than
     their target indexes.
o    Low cost.  Index  funds do not have  many of the  expenses  of an  actively
     managed  fund,  such as research  costs;  in  addition,  they keep  trading
     activity--and thus brokerage commissions--to a minimum.


     Compared with actively managed funds,  most index funds have lower turnover
rates and lower capital gains  distributions.  However,  from time to time, some
index  funds  may pay out  higher-than-expected  taxable  distributions.  That's
because  index funds must  adjust  their  holdings  to reflect  changes in their
target  indexes.  In some  cases,  such  changes may force an index fund to sell
securities  that have  appreciated in value,  and, thus,  realize a capital gain
that must be  distributed to  shareholders.  A security may move out of an index
for a number of reasons,  including a merger or  acquisition,  or a  substantial
change in the market capitalization of the issuer. Generally, these changes tend
to occur more frequently with small and medium-sized companies than they do with
large, well-established companies.


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

     Some index funds hold each stock found in their target indexes in about the
same  proportions  as represented  in the indexes  themselves.  This is called a
"replication"  method.  For example,  if 5% of the S&P 500 Index were made up of
the stock of a specific  company,  a fund  tracking that index (such as Vanguard
500 Index Fund) would  invest about 5% of its assets in that  company.  The 500,
Mid-Cap, Value, Small-Cap Value, Growth, and Small-Cap Growth Index Funds employ
the replication method of indexing.

     Because it would be very  expensive  to buy and sell all of the stocks held
in certain  indexes (the  Wilshire 5000 Index,  for example,  included more than
7,000 stocks as of December 31, 1999),  many funds tracking these larger indexes
use a "sampling" technique. At Vanguard, we use a sophisticated computer program
to select a representative sample of stocks from a Fund's target index that will
resemble the full index in terms of industry weightings,  market capitalization,
price/earnings ratio, dividend yield, and other  characteristics.  For instance,
if 10% of the  Wilshire  5000 Index were made up of  utility  stocks,  the Total
Stock Market  Index Fund would  invest about 10% of its assets in some--but  not
all--of those utility  stocks.  The particular  utility  stocks  selected by the
Fund, as a group, would have investment  characteristics similar to those of the
utility  stocks in the Index.  Although the Funds'  adviser  attempts to closely
track the  performance  of the  index,  there is no  guarantee  that  securities
selected for a Fund will provide investment performance exactly matching that of
its target index. The Total Stock Market,  Extended Market,  and Small-Cap Index
Funds employ the sampling method of indexing.

     Each Fund seeks to provide investment results that correspond to its target
index. The correlation between the performance of a Fund and its target index is
expected  to be at least 95%.  (A  correlation  of 100% would  indicate  perfect
correlation.)

<PAGE>


30

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

--------------------------------------------------------------------------------
                           NUMBER OF             NUMBER OF STOCKS
FUND                      STOCKS HELD            IN TARGET INDEX
--------------------------------------------------------------------------------

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


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

ADDITIONAL RISK INFORMATION

[FLAG] EACH FUND IS  SUBJECT  TO MARKET  RISK,  WHICH IS THE  CHANCE  THAT STOCK
     PRICES OVERALL WILL DECLINE OVER SHORT OR EVEN LONG PERIODS.  STOCK MARKETS
     TEND TO MOVE IN CYCLES,  WITH PERIODS OF RISING STOCK PRICES AND PERIODS OF
     FALLING STOCK PRICES.

     To illustrate the volatility of stock prices, the following table shows the
best,  worst,  and average total returns for the U.S.  stock market over various
periods as measured by the S&P 500 Index, which--in addition to being the target
index for  Vanguard 500 Index  Fund--is a widely used  barometer of stock market
activity.  (Total  returns  consist of  dividend  income  plus  change in market
price.)  Note that the  returns  shown do not  include  the costs of buying  and
selling stocks or other expenses that a real-world  investment  portfolio  would
incur.  Note, also, that the gap between best and worst tends to narrow over the
long term.

<PAGE>

                                                                              31


--------------------------------------------------------------------------------
                             U.S. STOCK MARKET RETURNS (1926-1999)
--------------------------------------------------------------------------------
                 1 YEAR        5 YEARS          10 YEARS           20 YEARS
--------------------------------------------------------------------------------

Best             54.2%         28.6%            19.9%              17.9%
Worst            -43.1        -12.4             -0.9                3.1
Average           13.2         11.0             11.1               11.1
--------------------------------------------------------------------------------

     The table  covers all of the 1-, 5-,  10-,  and 20-year  periods  from 1926
through 1999. You can see, for example,  that while the average return on common
stocks for all of the 5-year periods was 11.0%,  returns for  individual  5-year
periods  ranged from a -12.4%  average  (from 1928 through  1932) to 28.6% (from
1995 through 1999).  These average  returns  reflect past  performance on common
stocks;  you should not regard  them as an  indication  of future  returns  from
either the stock market as a whole or any Fund in particular.

     Even  indexes  that  are  subsets  of the  S&P 500  Index--such  as the S&P
500/BARRA Value Index and the S&P 500/BARRA Growth Index (the target indexes for
the Value and  Growth  Index  Funds)--will  not  perform  in the same way as the
broader S&P 500 Index.  Historically,  stocks of the S&P  500/BARRA  Value Index
have been less  volatile  than the stocks  found in the  broader  S&P 500 Index;
stocks of the S&P 500/BARRA  Growth  Index,  on the other hand,  have  displayed
somewhat greater short-term volatility than the S&P 500 Index's stocks. However,
both value and growth  stocks have the  potential  at times to be more  volatile
than the broader market.

[FLAG] THE FUNDS ARE ALSO SUBJECT, IN VARYING DEGREES, TO INVESTMENT STYLE RISK,
     WHICH IS THE  CHANCE  THAT  RETURNS  FROM A  SPECIFIC  TYPE OF  STOCK  (FOR
     INSTANCE,  SMALL-CAP OR VALUE) WILL TRAIL  RETURNS FROM OTHER ASSET CLASSES
     OR THE OVERALL STOCK MARKET.  EACH TYPE OF STOCK TENDS TO GO THROUGH CYCLES
     OF DOING  BETTER--OR  WORSE--THAN  COMMON STOCKS IN GENERAL.  THESE PERIODS
     HAVE, IN THE PAST, LASTED FOR AS LONG AS SEVERAL YEARS.

RISK OF NONDIVERSIFICATION

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


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

<PAGE>

32

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

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

     In addition,  Vanguard  assesses an account  maintenance  fee on index fund
shareholders whose account balances are below $10,000 (for any reason, including
a  decline  in the  value  of a  Fund's  shares)  on  the  date  a  dividend  is
distributed.  This fee is intended to allocate the costs of maintaining accounts
more  equitably  among  shareholders.   For  funds  that  distribute   dividends
quarterly,  the account maintenance fee is $2.50 per quarter,  deducted from the
quarterly  dividend,  which usually is distributed  during the last two weeks of
each calendar quarter. For funds that distribute dividends annually, the account
maintenance  fee is $10 per  year,  deducted  from the  annual  dividend,  which
usually is  distributed  during the last two weeks of the calendar  year. If the
fee is deducted from your dividend distribution,  you will still be taxed on the
full amount of your dividend  (unless you hold your shares  through a nontaxable
account). If you are due a dividend that is less than the fee, fractional shares
will be  automatically  redeemed to make up the  difference.  This fee cannot be
prepaid.

COSTS AND MARKET-TIMING
Some  investors  try to profit from a strategy  called  market-timing--switching
money into investments when they expect prices to rise and taking money out when
they  expect  prices to fall.  As money is  shifted  in and out,  a fund  incurs
expenses  for buying and selling  securities.  These costs are borne by all fund
shareholders,  including the long-term  investors who do not generate the costs.
Therefore, the Funds have adopted the following policies, among others, designed
to discourage short-term trading:

o    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.

o    Two  of  the  Funds  (Small-Cap  Value  and  Small-Cap   Growth)  charge  a
     transaction fee on purchases.

<PAGE>

                                                                              33

o    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).
o    Telephone and online exchanges are not permitted for non-IRA accounts.

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

--------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                             THE COSTS OF INVESTING
Costs are an important  consideration in choosing a mutual fund.  That's because
you, as a shareholder,  pay the costs of operating a fund,  plus any transaction
costs  associated with the fund's buying and selling of securities.  These costs
can erode a substantial  portion of the gross income or capital  appreciation  a
fund achieves. Even seemingly small differences in fund expenses can, over time,
have a dramatic effect on a fund's performance.
--------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                                  TURNOVER RATE
Before  investing in a mutual fund,  you should review its turnover  rate.  This
gives an  indication  of how  transaction  costs could affect the fund's  future
returns.  In general,  the greater the volume of buying and selling by the fund,
the greater the impact that brokerage  commissions and other  transaction  costs
will have on its return. Also, funds with high turnover rates may be more likely
to generate  capital gains that must be  distributed to  shareholders  as income
subject to taxes.  As of  December  31,  1999,  the  average  turnover  rate for
passively  managed  domestic  equity index funds  investing in common stocks was
approximately  18%; for all domestic stock funds,  the average turnover rate was
approximately 89%, according to Morningstar, Inc. (A turnover rate of 100% would
occur, for example, if a fund sold and replaced securities valued at 100% of its
net assets within a one-year period.)
--------------------------------------------------------------------------------

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

<PAGE>

34


     Each Fund may invest in foreign securities to the extent necessary to carry
out its investment  strategy of holding all, or a representative  sample, of the
stocks that make up the index it tracks.  It is not expected  that any Fund will
invest more than 5% of its assets in foreign securities.


     Although index funds, by their nature, tend to be tax-efficient  investment
vehicles, the Funds generally are managed without regard to tax ramifications.

     To track their target indexes as closely as possible,  the Funds attempt to
remain fully invested (at least 95% of total assets) in the stocks of the index.
To help stay fully  invested,  and to reduce  transaction  costs,  the Funds may
invest,  to a limited  extent,  in  futures  and  options  contracts,  warrants,
convertible securities, and swap agreements, which are types of derivatives.

     Losses (or gains) involving futures can sometimes be  substantial--in  part
because a relatively small price movement in a futures contract may result in an
immediate  and  substantial  loss (or gain) for a fund.  Similar risks exist for
warrants  (securities  that permit their owners to purchase a specific number of
stock shares at a predetermined price),  convertible securities (securities that
may be exchanged for another  asset),  and swap  agreements  (contracts in which
each  party  agrees  to make  payments  to the  other  based on the  return of a
specified index or asset).

     For this  reason,  the  Funds  will  not use  futures,  options,  warrants,
convertible  securities,  or swap  agreements  for  speculative  purposes  or as
leveraged  investments  that  magnify  the gains or losses of an  investment.  A
Fund's  obligation  under futures  contracts  will not exceed 20% of that Fund's
total assets.

     The reasons for which a Fund will invest in futures and options are:
o    To keep cash on hand to meet  shareholder  redemptions or other needs while
     simulating full investment in stocks.
o    To reduce the Fund's  transaction costs or add value when these instruments
     are favorably priced.



PENDING LEGAL PROCEEDINGS
On June 8, 2000,  Vanguard was sued by McGraw-Hill  over Vanguard's right to use
certain Standard & Poor's (S&P) trademarks and other intellectual property owned
by McGraw-Hill.  The suit currently is pending in the federal district court for
the  Southern  District of New York.  The suit  requests,  among  other  things:
monetary  damages;  injunctive relief that would prevent Vanguard from using S&P
indexes and S&P trademarks in connection with Vanguard's  potential  offering of
an  exchange-traded  class of shares of the Funds;  and declaratory  relief that
McGraw-Hill is entitled to terminate the license  agreement that grants Vanguard
the right to use certain S&P indexes and S&P trademarks.  Vanguard believes that
it should prevail in these proceedings;  however,  there is no assurance that it
will do so.


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 $570 billion.
All of the funds share in the expenses associated with business operations, such
as personnel, office space, equipment, and advertising.

<PAGE>

                                                                              35

     Vanguard  also  provides   marketing   services  to  the  funds.   Although
shareholders do not pay sales commissions or 12b-1  distribution fees, each fund
pays its allocated share of The Vanguard Group's marketing costs.


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

INVESTMENT ADVISER

The Vanguard Group (Vanguard), P.O. Box 2600, Valley Forge, PA 19482, founded in
1975,  serves as the Funds'  adviser.  As of June 30, 2000,  Vanguard  served as
adviser for about  $388.1  billion in assets.  Vanguard  manages the Funds on an
at-cost basis, subject to the control of the Trustees and officers of the Funds.
For the six  months  ended  June 30,  2000,  the  investment  advisory  expenses
represented  an  effective  annual  rate of  approximately  0.01% of each Fund's
average net assets.


     The Funds have  authorized  Vanguard to choose brokers or dealers to handle
the purchase and sale of securities for the Funds, and to get the best available
price and most  favorable  execution  from  these  brokers  with  respect to all
transactions.  The Funds may  direct  Vanguard  to use a  particular  broker for
certain  transactions  in exchange for commission  rebates or research  services
provided to the Funds.


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


GEORGE  U.  SAUTER,  Managing  Director  of  Vanguard  and  head  of  Vanguard's
Quantitative  Equity  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

<PAGE>

36

addition,  the Funds may occasionally be required to make supplemental  dividend
or capital  gains  distributions  at some other  time  during the year.  You can
receive  distributions  of income dividends or capital gains in cash, or you can
have them automatically reinvested in more shares of the Fund.

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

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:

o    Distributions are taxable to you for federal income tax purposes whether or
     not you reinvest these amounts in additional Fund shares.
o    Distributions   declared  in  December--if  paid  to  you  by  the  end  of
     January--are  taxable  for  federal  income tax  purposes as if received in
     December.
o    Any dividends and short-term  capital gains that you receive are taxable to
     you as ordinary income for federal income tax purposes.
o    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.
o    Capital gains  distributions  may vary  considerably from year to year as a
     result of the Funds' normal investment activities and cash flows.
o    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.
o    Dividend and capital gains  distributions that you receive, as well as your
     gains or losses from any sale or exchange of Fund shares, may be subject to
     state and local income taxes.


ANY  CONVERSION  BETWEEN  CLASSES  OF SHARES  OF THE SAME FUND IS A  NON-TAXABLE
EVENT. BY CONTRAST, A CONVERSION BETWEEN CLASSES OF SHARES OF DIFFERENT FUNDS IS
A TAXABLE EVENT.



GENERAL INFORMATION

BACKUP  WITHHOLDING.   By  law,  Vanguard  must  withhold  31%  of  any  taxable
distributions  or redemptions from your account if you do not:
o    provide us with your correct taxpayer identification number;
o    certify that the taxpayer number is correct; and
o    confirm that you are not subject to backup withholding.
Similarly,  Vanguard  must withhold from your account if the IRS instructs us to
do so.

<PAGE>

                                                                              37

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

SHARE PRICE

Each Fund's share price,  called its net asset value, or NAV, is calculated each
business day after the close of regular  trading on the New York Stock  Exchange
(the NAV is not  calculated  on  holidays  or other  days when the  Exchange  is
closed).  Net asset  value per share is  computed  by  dividing  the net  assets
attributed  to each  share  class by the number of shares  outstanding  for that
class.

     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."


<PAGE>

                                                                              38

FINANCIAL HIGHLIGHTS

The following financial highlights tables pertain to the Funds' Investor Shares;
Admiral  Shares  were not  available  during the periods  shown.  The tables are
intended to help you understand each Fund's  financial  performance for the past
five years or since  inception,  plus the six months  ended June 30,  2000,  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  reports  to  -
shareholders.  The information for the six-month period ended June 30, 2000, has
not been audited by independent  accountants.  You may have the annual reports -
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 the six  months  ended  June 30,  2000 with a net asset  value  (price) of
$33.22  per share.  During  the  period,  the Fund  earned  $0.16 per share from
investment  income  (interest  and  dividends).  There was a decline of 0.39 per
share from investments that had depreciated in value or that were sold for lower
prices than the Fund paid for them.

Shareholders  received $0.21 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.

Investment  losses  ($0.23 per share) plus the  distributions  ($0.21 per share)
resulted  in a share  price  of  $32.78  at the end of the  period.  This  was a
decrease  of $0.44 per share  (from  $33.22 at the  beginning  of the  period to
$32.78  at  the  end  of the  period).  For a  shareholder  who  reinvested  the
distributions in the purchase of more shares, the total return from the Fund was
-0.72% for the period.

As of June 30, 2000,  the Fund  (Investor  Shares only) had $19.8 billion in net
assets.  For the six month period, its annualized expense ratio was 0.20% ($2.00
per $1,000 of net assets);  and its annualized net investment income amounted to
1.00% of its average net assets. It sold and replaced securities valued at 8% of
its net assets.
--------------------------------------------------------------------------------


<PAGE>

                                                                              39

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
                                                                   VANGUARD TOTAL STOCK MARKET INDEX FUND
                                                                            INVESTOR SHARES
                                          SIX MONTHS                    YEAR ENDED DECEMBER 31,
                                               ENDED----------------------------------------------------------------------
                                       JUNE 30, 2000*       1999            1998          1997          1996          1995
--------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>        <C>              <C>           <C>           <C>            <C>
NET ASSET VALUE, BEGINNING OF YEAR            $33.22      $27.42          $22.64        $17.77        $15.04       $11.37
--------------------------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                           .16        .317            .336          .319           .29          .29
 Net Realized and Unrealized Gain (Loss)        (.39)      6.133           4.898         5.143          2.84         3.75
   on Investments
--------------------------------------------------------------------------------------------------------------------------
   Total from Investment Operations             (.23)      6.450           5.234         5.462          3.13         4.04
--------------------------------------------------------------------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income           (.15)      (.330)          (.329)        (.322)         (.29)        (.28)
 Distributions from Realized Capital Gains      (.06)      (.320)          (.125)        (.270)         (.11)        (.09)
   Total Distributions                          (.21)      (.650)          (.454)        (.592)         (.40)        (.37)
--------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                $32.78      $33.22          $27.42        $22.64        $17.77       $15.04
==========================================================================================================================

TOTAL RETURN**                                -0.72%      23.81%          23.26%        30.99%        20.96%       35.79%
==========================================================================================================================

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period (Millions)        $19,829     $18,133          $9,308        $5,092        $3,531       $1,571
 Ratio of Total Expenses to
   Average Net Assets                       0.20%***       0.20%           0.20%         0.20%         0.22%        0.25%
 Ratio of Net Investment Income to
 Average Net Assets                         1.00%***       1.15%           1.44%         1.65%         1.86%        2.14%
 Turnover Rate                                8%***+          3%              3%            2%            3%           3%
==========================================================================================================================
</TABLE>


   *Unaudited.
  **Total return figures do not reflect the 0.25% transaction fee on purchases
    through 1995 or the annual account  maintenance fee of $10 applied on
    balances under $10,000.
 ***Annualized.
  +The turnover rate excluding in-kind redemptions was 4%.



<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
                                                                  VANGUARD 500 INDEX FUND INVESTOR SHARES
                                          SIX MONTHS                      YEAR ENDED DECEMBER 31,
                                               ENDED---------------------------------------------------------------------
                                       JUNE 30, 2000        1999            1998          1997          1996         1995
--------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>        <C>              <C>           <C>           <C>           <C>
NET ASSET VALUE, BEGINNING OF YEAR           $135.33     $113.95          $90.07        $69.17        $57.60       $42.97
--------------------------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                           .65       1.370            1.33          1.31          1.28         1.22
 Net Realized and Unrealized Gain (Loss)       (1.21)     22.415           24.30         21.50         11.82        14.76
   on Investments
--------------------------------------------------------------------------------------------------------------------------
   Total from Investment Operations             (.56)     23.785           25.63         22.81         13.10        15.98
--------------------------------------------------------------------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income           (.61)      1.410)          (1.33)        (1.32)        (1.28)       (1.22)
 Distributions from Realized Capital              --       (.995)           (.42)         (.59)         (.25)        (.13)
   Gains
--------------------------------------------------------------------------------------------------------------------------
   Total Distributions                          (.61)     (2.405)          (1.75)        (1.91)        (1.53)       (1.35)
--------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD               $134.16     $135.33         $113.95        $90.07        $69.17       $57.60
==========================================================================================================================
TOTAL RETURN**                                -0.42%      21.07%          28.62%        33.19%        22.88%       37.45%
==========================================================================================================================

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period (Millions)       $105,583    $104,652         $74,229       $49,358       $30,332      $17,372
 Ratio of Total Expenses to
  Average Net Assets                        0.18%***       0.18%           0.18%         0.19%         0.20%        0.20%
 Ratio of Net Investment Income to
  Average Net Assets                         .97%***       1.13%           1.35%         1.66%         2.04%        2.38%
 Turnover Rate+                                9%***          6%              6%            5%            5%           4%
==========================================================================================================================
</TABLE>


   *Unaudited.
  **Total return figures do not reflect the annual account maintenance fee of
    $10 applied on balances under $10,000.
 ***Annualized.
   +Turnover rates excluding in-kind  redemptions were 7%, 3%, 3%, 3%, 2%, and
    2%, respectively.


<PAGE>

40

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
                                                                   VANGUARD EXTENDED MARKET INDEX FUND
                                                                             INVESTOR SHARES
                                          SIX MONTHS                      YEAR ENDED DECEMBER 31,
                                               ENDED----------------------------------------------------------------------
                                       JUNE 30, 2000        1999            1998          1997          1996          1995
--------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>         <C>             <C>           <C>           <C>          <C>
NET ASSET VALUE, BEGINNING OF YEAR            $37.07      $30.63          $30.76        $26.20        $24.07       $18.52
--------------------------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                          .143        .297            .388          .351           .34          .30
 Net Realized and Unrealized Gain (Loss)
   on Investments                               .077      10.101           2.025         6.479          3.85         5.95

--------------------------------------------------------------------------------------------------------------------------
   Total from Investment Operations             .220      10.398           2.413         6.830          4.19         6.25
--------------------------------------------------------------------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income             --       (.318)          (.373)        (.360)         (.34)        (.30)
 Distributions from Realized Capital Gains    (1.110)     (3.640)         (2.170)       (1.910)        (1.72)        (.40)
--------------------------------------------------------------------------------------------------------------------------
   Total Distributions                        (1.110)     (3.958)         (2.543)       (2.270)        (2.06)        (.70)
--------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                $36.18      $37.07          $30.63        $30.76        $26.20       $24.07
==========================================================================================================================

TOTAL RETURN**                                 0.16%      36.22%           8.32%        26.73%        17.65%       33.80%
==========================================================================================================================

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period (Millions)         $5,028      $4,221          $2,939        $2,723        $2,099       $1,523
 Ratio of Total Expenses to
  Average Net Assets                        0.25%***       0.25%           0.23%         0.23%         0.25%        0.25%
 Ratio of Net Investment Income to Average
  Net Assets                                 .82%***       1.04%           1.21%         1.30%         1.42%        1.51%
 Turnover Rate                                30%***         26%             27%           15%           22%          15%
==========================================================================================================================
</TABLE>


  *Unaudited.
  **Total return figures do not reflect transaction fees on purchases (0.25%
    from October 31, 1997 through  March 31, 2000;  0.5% from 1995 through
    October 31, 1997) or the annual account  maintenance  fee of $10 applied on
    balances under $10,000.
 ***Annualized.



<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
                                                         VANGUARD MID-CAP INDEX FUND
                                                                INVESTOR SHARES
                                    SIX MONTHS ENDED        YEAR ENDED           APR. 20** TO
                                      JUNE 30, 2000*      DEC. 31, 1999         DEC. 31, 1998
----------------------------------------------------------------------------------------------
<S>                                            <C>                <C>                   <C>
NET ASSET VALUE, BEGINNING OF YEAR          $11.30             $10.79                $10.00
----------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                        .051               .073                  .053
 Net Realized and  Unrealized Gain
  (Loss) on  Investments                     1.009              1.448                  .840
----------------------------------------------------------------------------------------------
  Total from  Investment Operations          1.060              1.521                  .893
----------------------------------------------------------------------------------------------
 DISTRIBUTIONS
 Dividends from Net Investment Income           --              (.076)                (.053)
 Distributions from Realized Capital Gains  (0.150)             (.935)                (.050)
----------------------------------------------------------------------------------------------
  Total Distributions                       (0.150)            (1.011)                (.103)

----------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD               $12.21            $11.30                $10.79
==============================================================================================

TOTAL RETURN***                               9.34%            15.32%                 8.55%
==============================================================================================

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of  Period (Millions)            $905            $605                $206
 Ratio of Total  Expenses
  to Average  Net Assets                        0.25%+           0.25%              0.25%+
 Ratio of Net  Investment Income
  to Average Net Assets                         0.96%+           0.99%              1.19%+
 Turnover Rate                                    59%+             38%                 44%
==============================================================================================
</TABLE>


   *Unaudited.
  **Subscription period for the Fund was April 20, 1998 to May 20, 1998, during
    which  time all  assets  were held in money  market  instruments.
    Performance measurement begins May 21, 1998.
 ***Total return figures do not reflect the 0.25% transaction fee on purchases
    (from inception  through February 28, 1999) or the annual account
     maintenance fee of $10 applied on balances under $10,000.
   +Annualized.


<PAGE>

                                                                              41


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
                                                                   VANGUARD SMALL-CAP INDEX FUND
                                                                        INVESTOR SHARES
                                          SIX MONTHS                 YEAR ENDED DECEMBER 31,
                                               ENDED----------------------------------------------------------------- -----
                                       JUNE 30, 2000        1999            1998          1997          1996          1995
------------------------------------------------------------------------------------------------------------------- -------
<S>                                             <C>         <C>             <C>           <C>           <C>           <C>
NET ASSET VALUE, BEGINNING OF YEAR            $23.60      $21.20          $23.75        $20.23        $18.61        $14.99
----------------------------------------------------------------------------------------------------------------- ---------
INVESTMENT OPERATIONS
 Net Investment Income                          .119        .256            .311          .277           .26           .24
 Net Realized and Unrealized Gain (Loss)        .726       4.491          (1.007)        4.632          3.07          4.06
  on Investments
---------------------------------------------------------------------------------------------------------------------------
   Total from Investment Operations             .845       4.747           (.696)        4.909          3.33          4.30

DISTRIBUTIONS
 Dividends from Net Investment Income             --       (.267)          (.304)        (.274)         (.27)         (.23)
 Distributions from Realized Capital Gains     (.215)     (2.080)         (1.550)       (1.115)        (1.44)         (.45)
------------------------------------------------------------------------------------------------------------------- -------

   Total Distributions                         (.215)     (2.347)         (1.854)       (1.389)        (1.71)         (.68)
---------------------------------------------------------------------------------------------------------------------------

NET ASSET VALUE, END OF YEAR                  $24.23      $23.60          $21.20        $23.75        $20.23        $18.61
===========================================================================================================================

TOTAL RETURN**                                 3.50%      23.13%          -2.61%        24.59%        18.12%       28.74%
===========================================================================================================================

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Year (Millions)           $4,096      $3,553          $2,768        $2,652        $1,713          $971
 Ratio of Total Expenses to
  Average Net Assets                        0.27%***       0.25%           0.24%         0.23%         0.25%         0.25%
 Ratio of Net Investment Income
to Average   Net Assets                     1.03%***       1.25%           1.39%         1.38%         1.51%         1.58%
 Turnover Rate                                70%***         42%             35%           29%           28%           28%
===========================================================================================================================
</TABLE>



  *Unaudited.
  **Total return figures do not reflect transaction fees on purchases (0.5% from
    1996  through  March 31,  2000;  1.0% from 1995  through  1996) or the
    annual account maintenance fee of $10 applied on balances under $10,000.
 ***Annualized.




<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
                                                                   VANGUARD VALUE INDEX FUND--INVESTOR SHARES
                                          SIX MONTHS                            YEAR ENDED DECEMBER 31,
                                               ENDED-----------------------------------------------------------------------
                                       JUNE 30, 2000        1999            1998          1997          1996          1995
---------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>        <C>              <C>           <C>           <C>           <C>
NET ASSET VALUE, BEGINNING OF YEAR            $22.89      $22.51          $20.85        $17.02        $14.79        $11.12
---------------------------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                           .18        .355            .366           .38           .37           .41
 Net Realized and Unrealized Gain (Loss)       (1.10)      2.342           2.647          4.57          2.81          3.66
   on Investments
---------------------------------------------------------------------------------------------------------------------------
   Total from Investment Operations             (.92)      2.697           3.013          4.95          3.18          4.07
---------------------------------------------------------------------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income           (.17)      (.362)          (.363)         (.37)         (.38)         (.40)
 Distributions from Realized Capital Gains      (.41)     (1.955)          (.990)         (.75)         (.57)           --
---------------------------------------------------------------------------------------------------------------------------
   Total Distributions                          (.58)     (2.317)         (1.353)        (1.12)         (.95)         (.40)
---------------------------------------------------------------------------------------------------------------------- ----
NET ASSET VALUE, END OF YEAR                  $21.39      $22.89          $22.51        $20.85        $17.02        $14.79
===========================================================================================================================

TOTAL RETURN**                                -4.12%      12.57%          14.64%        29.77%        21.86%        36.94%
===========================================================================================================================

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Year (Millions)           $3,330      $3,378          $2,421        $1,796        $1,016          $496
 Ratio of Total Expenses to
   Average Net Assets                       0.22%***       0.22%           0.22%         0.20%         0.20%         0.20%
 Ratio of Net Investment Income to Average
   Net Assets                               1.63%***       1.59%           1.72%         2.05%         2.54%         3.06%
 Turnover Rate                                32%***         41%             33%           25%           29%           27%
===========================================================================================================================
</TABLE>



   *Unaudited.
  **Total return figures do not reflect the annual account maintenance fee of
    $10 applied on balances under $10,000.
 ***Annualized.


<PAGE>


42

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
                                               VANGUARD SMALL-CAP VALUE INDEX FUND
                                                      INVESTOR SHARES
                                    SIX MONTHS ENDED        YEAR ENDED           APR.20** TO
                                      JUNE 30, 2000*      DEC. 31, 1999         DEC. 31, 1998
----------------------------------------------------------------------------------------------
<S>                                           <C>                <C>                   <C>
NET ASSET VALUE, BEGINNING OF YEAR           $8.45              $8.74                $10.00
----------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                        .034               .065                  .045
 Net Realized and  Unrealized Gain
   (Loss) on Investments                      .396               .210                (1.250)
----------------------------------------------------------------------------------------------
   Total from  Investment  Operations         .430               .275                (1.205)
----------------------------------------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income           --              (.070)                (.055)
 Distributions from  Realized Capital Gains (0.250)             (.495)                   --

----------------------------------------------------------------------------------------------
   Total Distributions                      (0.250)             (.565)                (.055)
----------------------------------------------------------------------------------------------
NET ASSET VALUE, END                         $8.63              $8.45                $$8.74
 OF PERIOD
==============================================================================================

TOTAL RETURN***                              5.13%               3.35%               -12.47%
==============================================================================================
RATIOS/SUPPLEMENTAL  DATA
 Net Assets, End of Period (Millions)         $229                $204                  $113
   Ratio of Total Expenses
   to Average Net Assets                    0.27%+               0.25%                0.25%+
 Ratio of Net Investment Income
   to Average Net Assets                    0.95%+               0.96%                1.13%+
 Turnover Rate                                73%+                 80%                   53%
==============================================================================================
</TABLE>


   *Unaudited.
  **Subscription period for the Fund was April 20, 1998, to May 20, 1998, during
    which  time all  assets  were held in money  market  instruments.
    Performance measurement begins May 21, 1998.
 ***Total return figures do not reflect transaction fees on purchases (0.5%
    after February  28,  1999;  1.0% from  inception  through  February 28,
    1999) or the annual account maintenance fee of $10 applied on balances
    under $10,000.
   +Annualized.



<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
                                                                         VANGUARD GROWTH INDEX FUND
                                                                             INVESTOR SHARES
                                          SIX MONTHS                     YEAR ENDED DECEMBER 31,
                                               ENDED-----------------------------------------------------------------------
                                      JUNE 30, 2000*        1999            1998          1997          1996          1995
---------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>         <C>             <C>           <C>           <C>           <C>
NET ASSET VALUE, BEGINNING OF YEAR            $39.43      $31.67          $22.53        $16.90        $13.97        $10.28
---------------------------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                           .07        .207            .230           .23           .22           .21
 Net Realized and Unrealized Gain (Loss)         .94       8.821           9.244          5.88          3.07          3.68
   on Investments
---------------------------------------------------------------------------------------------------------------------------
   Total from Investment Operations             1.01       9.028           9.474          6.11          3.29          3.89
---------------------------------------------------------------------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income           (.07)      (.228)          (.219)         (.23)         (.22)         (.20)
 Distributions from Realized Capital Gains        --      (1.040)          (.115)         (.25)         (.14)           --
---------------------------------------------------------------------------------------------------------------------------
   Total Distributions                          (.07)     (1.268)          (.334)         (.48)         (.36)         (.20)

NET ASSET VALUE, END OF YEAR                  $40.37      $39.43          $31.67        $22.53        $16.90        $13.97
===========================================================================================================================

TOTAL RETURN**                                 2.56%      28.76%          42.21%        36.34%        23.74%        38.06%
===========================================================================================================================

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Year (Millions)          $16,476     $15,232          $6,644        $2,365          $787          $271
 Ratio of Total Expenses to
   Average Net Assets                       0.22%***       0.22%           0.22%         0.20%         0.20%         0.20%
 Ratio of Net Investment Income to Average
   Net Assets                               0.34%***       0.64%           0.92%         1.19%         1.57%         1.71%
 Turnover Rate                                27%***         33%             29%           26%           29%           24%
===========================================================================================================================
</TABLE>



   *Unaudited.
  **Total return figures do not reflect the annual account maintenance fee of
    $10 applied on balances under $10,000.
 ***Annualized.


<PAGE>

                                                                              43

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
                                               VANGUARD SMALL-CAP GROWTH INDEX FUND
                                                        INVESTOR SHARES
                                    SIX MONTHS ENDED        YEAR ENDED           APR.20** TO
                                      JUNE 30, 2000*      DEC. 31, 1999         DEC. 31, 1998
----------------------------------------------------------------------------------------------
<S>                                           <C>                <C>                   <C>
NET ASSET VALUE, BEGINNING OF YEAR          $11.38              $9.53                $10.00
----------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                        .012               .025                  .03
 Net Realized and  Unrealized Gain
   (Loss) on Investments                     1.068              1.860                 (.47)
----------------------------------------------------------------------------------------------
   Total from  Investment  Operations        1.080              1.885                 (.44)
----------------------------------------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income           --              (.035)                (.03)
 Distributions from  Realized Capital Gains     --                 --                   --

----------------------------------------------------------------------------------------------
   Total Distributions                          --              (.035)                (.03)
----------------------------------------------------------------------------------------------
NET ASSET VALUE, END                        $12.46             $11.38                 $9.53
 OF PERIOD
==============================================================================================

TOTAL RETURN***                              9.49%             19.80%                -4.77%
==============================================================================================
RATIOS/SUPPLEMENTAL  DATA
 Net Assets, End of Period (Millions)         $359               $167                   $90
   Ratio of Total Expenses
   to Average Net Assets                    0.27%+              0.25%                0.25%+
 Ratio of Net Investment Income
   to Average Net Assets                    0.12%+              0.33%                0.63%+
 Turnover Rate                               103%+                82%                   77%
==============================================================================================
</TABLE>



   *Unaudited.
  **Subscription period for the Fund was April 20, 1998, to May 20, 1998, during
    which  time all  assets  were held in money  market  instruments.
    Performance measurement begins May 21, 1998.
 ***Total return figures do not reflect transaction fees on purchases (0.5%
    after February  28,  1999;  1.0% from  inception  through  February 28,
    1999) or the annual account maintenance fee of $10 applied on balances under
    $10,000.
   +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.  Note:  McGraw-Hill has sued Vanguard over Vanguard's right
to use certain S&P Indexes. See page 34.

<PAGE>

44


--------------------------------------------------------------------------------
 INVESTING WITH VANGUARD
 This  section of the  prospectus  explains  the basics of doing  business  with
 Vanguard. A special booklet,  The Vanguard Service Directory,  provides details
 of our many shareholder services for individual investors.  A separate booklet,
 The Compass, does the same for institutional  investors. You can request either
 booklet  by  calling  or  writing  Vanguard,   using  the  Contacting  Vanguard
 instructions found at the end of this section.

                                  BUYING SHARES
                                CONVERTING SHARES
                                REDEEMING SHARES
                           OTHER RULES YOU SHOULD KNOW
                            FUND AND ACCOUNT UPDATES
                               CONTACTING VANGUARD
--------------------------------------------------------------------------------

BUYING SHARES

ACCOUNT MINIMUMS FOR       TO OPEN AND MAINTAIN AN ACCOUNT: $3,000 for regular
INVESTOR SHARES            accounts; $1,000 for IRAs and custodial accounts
                           for minors.
                           TO ADD TO AN EXISTING ACCOUNT: $100 by mail or
                           exchange; $1,000 by wire.

ACCOUNT MINIMUMS FOR       TO OPEN AND MAINTAIN AN ACCOUNT: $250,000 for new
ADMIRAL SHARES             investors; $150,000 or $50,000 for existing investors
                           who are  eligible to convert  Investor Shares into
                           Admiral Shares (see Converting Shares).
                           TO ADD TO AN EXISTING ACCOUNT: $100 by mail or
                           exchange; $1,000 by wire.

HOW TO BUY SHARES          BY CHECK: Mail your check and a completed account
                           registration to Vanguard. When adding to an existing
                           account, send your check with an Invest-By-Mail form
                           detached from your last account statement. For
                           addresses, see Contacting Vanguard.
                           BY EXCHANGE PURCHASE: You can purchase shares with
                           the proceeds of a redemption  from another  Vanguard
                           fund.  All open Vanguard funds permit exchange
                           purchases  requested in writing. MOST  VANGUARD
                           FUNDS--OTHER   THAN  THE  INDEX-   ORIENTED FUNDS--
                           ALSO ACCEPT EXCHANGE PURCHASES REQUESTED ONLINE OR BY
                           TELEPHONE. See Other Rules You Should Know for
                           specifics.
                           BY WIRE: Call Vanguard's Client Services Department
                           to purchase shares by wire. See Contacting Vanguard.


<PAGE>

                                                                              45

PURCHASE  TRANSACTION      Each Fund reserves the right to deduct  transaction
                           fees from  all share  purchases,  including shares
                           purchased by exchange FEES from other Vanguard funds.
                           These fees, which do not apply to shares purchased
                           through reinvested dividends and capital gains,
                           currently  are  assessed as follows:
                           Total Stock Market Index  Fund--None
                           500 Index  Fund--None
                           Extended Market  Index   Fund--None
                           Mid-Cap   Index   Fund--None
                           Small-Cap  Index   Fund--None
                           Value  Index   Fund--None
                           Small-Cap Value Index Fund--0.50%
                           Growth Index Fund--None
                           Small-Cap Growth Index Fund--0.50%


YOUR PURCHASE CHECK        When investing by check, make the check payable to:
                           The Vanguard Group --fund number. For a list of all
                           fund numbers, see Contacting Vanguard.

YOUR PURCHASE  PRICE       You buy shares at a fund's  next-determined net
                           asset value (NAV) after Vanguard  accepts your
                           purchase request.  As long as your  request is
                           accepted  before the close of regular  trading  on
                           the New York  Stock  Exchange (generally 4 p.m.
                           Eastern time),  you will buy your shares at that
                           day's NAV. This is known as your TRADE DATE.


PURCHASE RULES YOU         ADMIRAL SHARES. Please note that Admiral Shares are
SHOULD KNOW                NOT available to:
                            o SIMPLE IRAs and 403(b)(7) custodial accounts;
                            o Other   retirement   plan   accounts    receiving
                              special administrative   services   from
                              Vanguard;   or
                            o Accounts maintained by financial intermediaries,
                              except in limited circumstances.
                           THIRD PARTY CHECKS. To protect the funds from check
                           fraud, Vanguard will not accept checks made payable
                           to third parties.
                           U.S. CHECKS ONLY. All purchase checks must be written
                           in U.S. dollars and drawn on a U.S. bank.
                           LARGE PURCHASES. Vanguard reserves the right to
                           reject any purchase request that may disrupt a fund's
                           operation or performance. Please call us before
                           attempting to invest a large dollar amount.
                           NO CANCELLATIONS.  Place your transaction requests
                           carefully. Vanguard will NOT cancel any transaction
                           once it has been initiated and a confirmation number
                           has been assigned (if applicable).
                           FUTURE PURCHASES. All Vanguard funds reserve the
                           right to stop selling shares at any time.



<PAGE>

46

CONVERTING SHARES
                           ANY CONVERSION BETWEEN CLASSES OF SHARES OF THE SAME
                           FUND IS A NON-TAXABLE EVENT.
IMMEDIATE CONVERSIONS
INTO ADMIRAL SHARES        You may convert  Investor  Shares into Admiral Shares
                           of the same Fund (if available), provided that your
                           account balance in the Fund is at least $250,000.
                           Registered users of vanguard.com may request a
                           conversion to Admiral Shares online. Or, you may
                           contact Vanguard by telephone or mail or request this
                           transaction.

TENURE CONVERSIONS         THREE-YEAR PRIVILEGE. After three years in a Fund,
INTO ADMIRAL SHARES        you may convert Investor Shares into Admiral Shares
                           if your fund account  balance  is  at  least $150,000
                           and  you  are registered with vanguard.com.
                           Registered users of vanguard.com may request a tenure
                           conversion online. Or, you may contact Vanguard by
                           telephone or mail to request this transaction.
                           TEN-YEAR PRIVILEGE. After ten years in a Fund, you
                           may convert Investor Shares into Admiral Shares if
                           your fund account balance  is  at least  $50,000  and
                           you  are registered with vanguard.com.

CONVERSIONS INTO           You may convert  Investor  Shares or Admiral Shares
INSTITUTIONAL SHARES       into Institutional  Shares of the same  Fund (if
                           available),  provided that your fund account  balance
                           is at least $10 million.  The Funds'  Institutional
                           Shares are  offered through a separate prospectus.
                           Please contact Vanguard's Institutional Division for
                           more information.

MANDATORY  CONVERSIONS     If an  investor  no longer  meets the  requirements
INTO INVESTOR SHARES       for Admiral Shares, a Fund may reclassify the
                           investor's  Admiral Shares into Investor  Shares.  A
                           decline in the  investor's  account balance  due to
                           market  movement  may  result in such a conversion.
                           The Fund will notify the investor in writing before
                           any mandatory conversion into Investor Shares.

REDEEMING SHARES

HOW TO REDEEM SHARES       Be sure to check Other Rules You Should Know before
                           initiating your request.
                           ONLINE: Request a redemption through our website at
                           vanguard.com.
                           BY TELEPHONE: Contact Vanguard by telephone to
                           request a redemption. For telephone numbers, see
                           Contacting Vanguard.
                           BY MAIL: Send your written redemption instructions to
                           Vanguard. For addresses, see Contacting Vanguard.

<PAGE>

47

YOUR REDEMPTION  PRICE     You   redeem   shares  at  a  fund's next-determined
                           net asset  value  (NAV)  after  Vanguard accepts
                           your  redemption  request,  including any special
                           documentation required under the cir cumstances . As
                           long as your  request is accepted  before the close
                           of regular trading on the New York Stock Exchange
                           (generally 4 p.m. Eastern  time),  your  shares are
                           redeemed at that day's NAV. This is known as your
                           TRADE DATE.

TYPES OF REDEMPTIONS       CHECK REDEMPTIONS: Unless instructed otherwise,
                           Vanguard will mail you a check,  normally within two
                           business days of your redemption.
                           EXCHANGE REDEMPTIONS: You may instruct Vanguard to
                           apply the proceeds of your redemption to purchase
                           shares of another Vanguard fund. All open Vanguard
                           funds accept exchange redemptions requested in
                           writing. Most Vanguard funds--other than the index-
                           oriented funds--also accept exchange redemptions
                           requested online or by telephone. See Other Rules You
                           Should Know for specifics.
                           WIRE REDEMPTIONS: When redeeming from a money market
                           fund,  bond fund, or the Preferred  Stock Fund, you
                           may instruct Vanguard to wire your redemption
                           proceeds to a previously designated bank account.
                           Wire redemptions are not  available  for  Vanguard's
                           other  funds,  except  by exchanging  into a bond or
                           money  market fund  first.  The wire  redemption
                           option  is  not  automatic  ;  you  must establish
                           it  by   completing  a  special  form  or  the
                           appropriate  section of your account  registration.
                           Also, wire  redemptions  must  be  requested  in
                           writing  or by telephone, not online. A $5 fee
                           applies to wire redemptions under $5,000.
                           Money Market Funds: For telephone requests accepted
                           at Vanguard by 10:45 a.m.,  Eastern time,  the
                           redemption proceeds  will  arrive at your bank by the
                           close of  business that same day. For other requests
                           accepted before 4 p.m., the  redemption  proceeds
                           will arrive at your bank by the close of  business on
                           the  following  business  day.
                           Bond Funds: For requests accepted at Vanguard by
                           4 p.m. Eastern time, the  redemption  proceeds  will
                           arrive at your bank by the close of business on the
                           following business day.

REDEMPTION RULES YOU       SPECIAL ACCOUNTS. Special  documentation  may be
SHOULD KNOW                required  to redeem from certain  types of  accounts,
                           such as  trust,  corporate, non-profit, or
                           retirement accounts. Please call us before
                           attempting to redeem from these types of accounts.
                           POTENTIALLY DISRUPTIVE REDEMPTIONS. Vanguard reserves
                           the right to pay all or part of your redemption in-
                           kind--that is, in the form of  securities--if we
                           believe that a cash redemption   would   disrupt  the
                           fund's   operation  or performance.  Under these
                           circumstances,  Vanguard  also reserves  the right to

<PAGE>

48
                           delay  payment of your  redemption proceeds for up to
                           seven days. By calling us before you attempt to
                           redeem a large dollar amount, you are more likely to
                           avoid in-kind or delayed payment of your redemption.
                           RECENTLY PURCHASED SHARES. While you can redeem
                           shares at any time,  proceeds will not be made
                           available to you until the Fund collects  payment for
                           your purchase.  This may take up to ten calendar days
                           for shares  purchased by check or Van guard Fund
                           Express (R).
                           PAYMENT TO A DIFFERENT PERSON OR ADDRESS. We can make
                           your  redemption  check payable to a different
                           person or send it to a different  address.  However,
                           this requires the written  consent of all  registered
                           account  owners, which must be provided under
                           signature  guarantees.  You can obtain a signature
                           guarantee from most commercial and savings banks,
                           credit unions, trust companies,  or member firms of a
                           U.S. stock exchange.
                           NO CANCELLATIONS. Place your transaction requests
                           carefully. Vanguard will NOT cancel any transaction
                           once it has been initiated and a confirmation number
                           has been assigned (if applicable).
                           EMERGENCY CIRCUMSTANCES. Vanguard funds can postpone
                           payment of redemption  proceeds for up to seven
                           calendar days at any time. In addition, Vanguard
                           funds can suspend redemptions  and/or  postpone
                           payments of redemption proceeds at times when the New
                           York Stock Exchange is closed or during emergency
                           circumstances,  as determined by the U.S. Securities
                           and Exchange Commission.



OTHER RULES YOU SHOULD KNOW

TELEPHONE TRANSACTIONS     AUTOMATIC. In setting up your account,  we'll
                           automatically  enable you to do business with us by
                           regular telephone,  unless you instruct us otherwise
                           in writing.
                           TELE-ACCOUNT (TM). To  conduct  account transactions
                           through  Vanguard's automated  telephone  service,
                           you must first  obtain a personal identification
                           number (PIN). Call Tele- Account to obtain a PIN,
                           and allow seven days before using this service.
                           PROOF OF A CALLER'S AUTHORITY. We reserve the right
                           to refuse a telephone request if the caller is unable
                           to provide the following information exactly as
                           registered on the account:
                            o Ten-digit account number.
                            o Complete owner name and address.
                            o Primary Social Security or employer identification
                               number.
                            o Personal Identification Number (PIN), if
                              applicable.

<PAGE>

                                                                              49

                           SUBJECT TO REVISION. We reserve the right to revise
                           or terminate Vanguard's telephone transaction service
                           at any time, without notice.
                           SOME VANGUARD FUNDS DO NOT PERMIT TELEPHONE
                           EXCHANGES. To discourage market-timing,  Vanguard's
                           Stock Index Funds, Growth and Income Fund, and
                           Balanced Index Fund generally do not permit telephone
                           exchanges (in or out), except for IRAs and certain
                           other retirement accounts.

VANGUARD.COM               REGISTRATION. You can use your  personal  computer to
                           review your account holdings,  to sell or  exchange
                           shares  of most  Vanguard funds, and to perform other
                           transactions.  To establish this service, you can
                           register online.
                           SOME VANGUARD FUNDS DO NOT PERMIT ONLINE EXCHANGES.
                           To discourage  market-timing,  Vanguard's Stock Index
                           funds, Growth  and  Income  Fund,  and  Balanced
                           Index Fund do not permit online exchanges (in or
                           out), except for IRAs and certain other retirement
                           accounts.

WRITTEN INSTRUCTIONS       "GOOD ORDER" REQUIRED. We reserve the right to reject
                           any written transaction instructions that are not in
                           "good order." This means that your instructions must
                           include:
                           o The fund name and account number.
                           o The amount of the transaction (in dollars or
                             shares).
                           o Signatures of all owners exactly as registered on
                             the account.
                           o Signature   guarantees,   if  required  for  the
                             type  of transaction.
                           * *For instance,  signature guarantees must be
                            provided  by  all  registered  account  shareholders
                            when redemption  proceeds are to be sent to a
                            different  person or address.

RESPONSIBILITY FOR         Vanguard will not be responsible for any account
FRAUD                      losses due to fraud, so long as we reasonably believe
                           that the person transacting on an account is
                           authorized to do so. Please take precautions to
                           protect yourself from fraud.  Keep your account
                           information  private and immediately review any
                           account  state  ments  that  we  send  to

                           you. Contact Vanguard  immediately about any
                           transactions you believe to be unauthorized.

UNCASHED CHECKS            Please cash your  distribution  or redemption  checks
                           promptly. Vanguard will not pay interest on uncashed
                           checks.

<PAGE>

50

LIMITS ON ACCOUNT          Because excessive account transactions can disrupt
ACTIVITY                   management of a fund and increase the fund's costs
                           for all shareholders, Vanguard limits account
                           activity as follows:
                           o You may make no more than two substantive "round
                             trips" through a non-money market fund during any
                             12-month period.
                           o Your round trips through a non-money market fund
                             must be at least 30 days apart.
                           o All funds may refuse share  purchases  at any time,
                             for any reason.
                           o Vanguard  reserves the right to revise or terminate
                             the exchange privilege, limit the amount of an
                             exchange, or reject an exchange, at any time, for
                             any reason.
                           A "round trip" is a redemption from a fund followed
                           by a purchase back into the same 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.

UNUSUAL CIRCUMSTANCES      If you experience difficulty contacting Vanguard
                           online, by telephone, or by Tele-Account, you can
                           send us your transaction request by regular or
                           express mail. See Contacting Vanguard for addresses.

INVESTING  WITH VANGUARD   You may  purchase  or sell  Investor  Shares  of most
THROUGH OTHER FIRMS        Vanguard funds through a financial  intermediary,
                           such as a bank, broker, or investment adviser.
                           HOWEVER, ACCESS TO ADMIRAL SHARES THROUGH A FINANCIAL
                           INTERMEDIARY  IS RESTRICTED. PLEASE CONSULT YOUR
                           FINANCIAL  INTERMEDIARY TO DETERMINE WHETHER ADMIRAL
                           SHARES ARE AVAILABLE  THROUGH THAT FIRM.
                             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.

LOW BALANCE  ACCOUNTS      All Vanguard  funds reserve the right to close any
                           nonretirement account whose balance falls below the
                           minimum initial investment. Vanguard deducts a $10
                           fee in June from each  nonretirement  account whose
                           balance at that time is below $2,500  ($500 for
                           Vanguard  STAR Fund). The fee is waived if your total
                           Vanguard  account  assets are $50,000 or more.

<PAGE>

                                                                              51

FUND AND ACCOUNT UPDATES


PORTFOLIO SUMMARIES        We will send you quarterly portfolio summaries to
                           help you keep track of your accounts  throughout  the
                           year. Each summary shows the market value of your
                           account at the close   of  the   statement   period,
                           as   well   as  all distributions,  purchases,
                           sales, and  exchanges  for the current calendar year.

AVERAGE COST REVIEW        For most taxable accounts, average cost review
STATEMENTS                 statements will accompany the quarterly portfolio
                           summaries. These statements  show  the  average  cost
                           of  shares  that  you redeemed  during  the  current
                           calendar  year,  using the average cost single
                           category method.

CONFIRMATION               Each time you buy, sell, or exchange shares, we will
STATEMENTS                 send you a statement confirming the trade date and
                           amount of your transaction.

TAX STATEMENTS             We will send you annual tax  statements to assist in
                           preparing  your income tax  returns.  These
                           statements, which are gener  ally  mailed in
                           January,  will  report the previous  year's  dividend
                           and capital gains  distributions, proceeds  from the
                           sale of shares,  and  distributions  from IRAs or
                           other retirement plans.

REPORTS                    You will receive financial reports about your funds
                           twice a year--in February and August. 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 funds' costs as low as possible
                           (so that you and other shareholders can keep more of
                           the funds' investment earnings), Vanguard attempts to
                           eliminate duplicate mailings to the same address.
                           When we find that two or more 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, however, you may notify our
                           Client Services Department.

CONTACTING VANGUARD

ONLINE                     VANGUARD.COM
                           o Your best source of Vanguard news
                           o For fund,  account,  and service  information
                           o For most account  transactions
                           o For literature requests
                           o 24 hours per day, 7 days per week

<PAGE>

52

VANGUARD TELE-ACCOUNT(R)   o For automated fund and account information
1-800-662-6273             o For  redemptions  by  check,  exchange,  or  wire
(ON-BOARD)                 o Toll-free, 24 hours per day, 7 days per week

INVESTOR INFORMATION       o For fund and service information
1-800-662-7447 (SHIP)      o For literature requests
(Text telephone at         o Business hours only
1-800-952-3335)

CLIENT SERVICES            o For account information
1-800-662-2739 (CREW)      o For most account transactions
(Text telephone at         o To arrange a wire transaction
1-800-749-7273)            o Business hours only

ADMIRAL SERVICE CENTER     o For Admiral account information
1-888-237-9949             o For most Admiral transactions
                           o Business hours only

INSTITUTIONAL DIVISION     o For information and services for large
1-888-809-8102               institutional investors
                           o Business hours only

VANGUARD ADDRESSES         REGULAR MAIL (INDIVIDUALS-CURRENT CLIENTS):
                           The Vanguard Group
                           P.O.  Box 1110
                           Valley Forge, PA 19482-1110

                           REGULAR MAIL (INSTITUTIONS):
                           The Vanguard Group
                           P.O. Box 2900
                           Valley Forge, PA 19482-2900

                           REGULAR MAIL (GENERAL INQUIRIES):
                           The Vanguard Group
                           P.O. Box 2600
                           Valley Forge, PA 19482-2600

                           REGISTERED OR EXPRESS MAIL:
                           The Vanguard Group
                           455 Devon Park Drive
                           Wayne, PA 19087-1815

<PAGE>

                                                                              53


FUND NUMBER                Always use these fund numbers when contacting
                           Vanguard about the Funds:
                           Total Stock Market Index Fund--085 (Investor Shares)
                           or 585 (Admiral Shares)
                           500 Index Fund--040 (Investor Shares) or 540
                           (Admiral Shares)
                           Extended Market Index Fund--098 (Investor Shares)
                           or 598 (Admiral Shares)
                           Mid-Cap Index Fund--859 (Investor Shares only)
                           Small-Cap Index Fund--048 (Investor Shares) or 548
                           (Admiral Shares)
                           Value  Index  Fund--006  (Investor  Shares) or 506
                           (Admiral Shares)
                           Small-Cap  Value Index Fund--860  (Investor  Shares
                            only)
                           Growth  Index  Fund--009  (Investor  Shares)  or  509
                           (Admiral  Shares)
                           Small-Cap  Growth  Index--861 (Investor Shares only)


<PAGE>

GLOSSARY OF INVESTMENT TERMS

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

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

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

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

DIVIDEND INCOME
Payment to  shareholders  of income from  interest or  dividends  generated by a
fund's investments.

EXPENSE RATIO
The  percentage  of a fund's  average net assets used to pay its  expenses.  The
expense ratio  includes  management  fees,  administrative  fees,  and any 12b-1
distribution fees.

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

INDEX

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

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

NET ASSET VALUE (NAV)
Net asset value per share is computed by dividing the net assets  attributed  to
each share class by the number of shares outstanding for that class.

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.

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

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

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

VOLATILITY

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

YIELD

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

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

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

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

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

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

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

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

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

TEXT TELEPHONE:
1-800-952-3335

WORLD WIDE WEB:
WWW.VANGUARD.COM

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

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

TEXT TELEPHONE:
1-800-749-7273

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


Funds' Investment Company Act
file number: 811-2652

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

P040N 102000

<PAGE>

VANGUARD(R)
U.S. STOCK INDEX
FUNDS


Investor Shares
Participant Prospectus
October ., 2000


VANGUARD TOTAL STOCK
MARKET INDEX FUND

VANGUARD 500
INDEX FUND

VANGUARD EXTENDED
MARKET INDEX FUND

VANGUARD MID-CAP
INDEX FUND

VANGUARD SMALL-CAP
INDEX FUND

VANGUARD VALUE
INDEX FUND

VANGUARD SMALL-CAP
VALUE INDEX FUND

VANGUARD GROWTH
INDEX FUND

VANGUARD SMALL-CAP
GROWTH INDEX FUND


This prospectus contains
financial data for the Funds
through the period ended
June 30, 2000.

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


[MEMBERS OF
THE VANGUARD GROUP LOGO]

<PAGE>


VANGUARD U.S. STOCK INDEX FUNDS
INVESTOR SHARES
Participant Prospectus
October ., 2000

<TABLE>
<CAPTION>
<S>                                         <C>
--------------------------------------------------------------------------------
CONTENTS
1 AN INTRODUCTION TO INDEX FUNDS            29 MORE ON THE FUNDS

2 FUND PROFILES                             34 THE FUNDS AND VANGUARD

   2 Vanguard Total Stock Market Index Fund 35 INVESTMENT ADVISER

   5 Vanguard 500 Index Fund                35 DIVIDENDS, CAPITAL GAINS, AND TAXES

   8 Vanguard Extended Market Index Fund    36 SHARE PRICE

  11 Vanguard Mid-Cap Index Fund            36 FINANCIAL HIGHLIGHTS

  14 Vanguard Small-Cap Index Fund          42 INVESTING WITH VANGUARD

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

  26 Vanguard Small-Cap Growth Index Fund
--------------------------------------------------------------------------------
</TABLE>

--------------------------------------------------------------------------------
WHY READING THIS PROSPECTUS IS IMPORTANT
This prospectus  explains the objectives,  risks, and strategies of the Vanguard
U.S. Stock Index Funds. To highlight terms and concepts important to mutual fund
investors, we have provided "Plain Talk (R)" explanations along the way. Reading
the  prospectus  will  help you to decide  which  Funds,  if any,  are the right
investments for you. We suggest that you keep it for future reference.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
SHARE CLASSES
The Fund offers  three  separate  classes of shares:  Investor  Shares,  Admiral
Shares,  and  Institutional  Shares.  This prospectus offers the Fund's Investor
Shares and 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.
     The Fund's  separate  share classes have different  expenses;  as a result,
their  investment  performances  will vary. ALL REFERENCES IN THIS PROSPECTUS TO
FEES,  EXPENSES,  AND INVESTMENT  PERFORMANCE  RELATE  SPECIFICALLY  TO INVESTOR
SHARES, UNLESS OTHERWISE NOTED.
-------------------------------------------------------------------------------


<PAGE>

1

AN INTRODUCTION TO INDEX FUNDS

WHAT IS INDEXING?
An index is an unmanaged group of securities  whose overall  performance is used
as a standard to measure the investment  performance of a particular  market. An
index (or "passively managed") fund tries to match, as closely as possible,  the
performance of an established target index. The fund does this by holding all,
or a representative sample, of the securities that make up the index.

     Stock index  funds may seek to track  indexes  that hold a certain  type of
stock--such as growth or value,  small-cap or large-cap,  or those from just one
industry--or  they may seek to track  indexes that consist of a broader range of
stocks--for example, the entire U.S. stock market.
     Index funds do not have active managers,  who buy and sell securities based
on research and analysis in an attempt to  outperform a particular  benchmark or
the market as a whole.  Rather,  index funds  simply  attempt to mirror what the
target index does, for better or worse.

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

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


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

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

<PAGE>

2

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



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

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

PRIMARY RISK
THE FUND'S TOTAL RETURN,  LIKE STOCK PRICES  GENERALLY,  WILL FLUCTUATE WITHIN A
WIDE  RANGE,  SO AN INVESTOR  COULD LOSE MONEY OVER SHORT OR EVEN LONG  PERIODS.
Stock markets tend to move in cycles,  with periods of rising prices and periods
of falling prices.

PERFORMANCE/RISK INFORMATION

The following bar chart and table 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
      --------------------------------------------------------------------
        SCALE -20% - 50%      1993           10.62%
                              1994           -0.17%
                              1995           35.79%
                              1996           20.96%
                              1997           30.99%
                              1998           23.26%
                              1999           23.81%
     --------------------------------------------------------------------
      Return  figures do not reflect the  transaction  fee on  purchases
      through 1995. The Fund's  year-to-date return as of the calendar
      quarter ended September 30, 2000, was -0.45%.
     -------------------------------------------------------------------

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

<PAGE>

3

--------------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
--------------------------------------------------------------------------------
                                                                      SINCE
                                            1 YEAR     5 YEARS      INCEPTION*
--------------------------------------------------------------------------------
Vanguard Total Stock Market Index  Fund**    23.81%     26.84%        19.80%
Wilshire 5000 Index                          23.77      27.11         20.11
--------------------------------------------------------------------------------
*April 27, 1992.
**Return figures do not reflect the transaction fee on purchases through 1995.
--------------------------------------------------------------------------------

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

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

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

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

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

                -------------------------------------------------
                   1 YEAR      3 YEARS    5 YEARS      10 YEARS
                -------------------------------------------------
                    $20         $64         $113         $255
                -------------------------------------------------

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

<PAGE>

4

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

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

NET ASSETS  (ALL  SHARE  CLASSES) AS OF
JUNE 30, 2000
$24.3 billion

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

<PAGE>

5

FUND PROFILE--VANGUARD (R) 500 INDEX FUND



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

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

PRIMARY RISKS
-    THE FUND'S TOTAL RETURN, LIKE STOCK PRICES GENERALLY, WILL FLUCTUATE WITHIN
     A WIDE  RANGE,  SO AN  INVESTOR  COULD  LOSE  MONEY OVER SHORT OR EVEN LONG
     PERIODS.  Stock  markets  tend to move in  cycles,  with  periods of rising
     prices and periods of falling prices.
-    The Fund is also subject to investment style risk, which is the chance that
     returns  from  large-capitalization  stocks will trail  returns  from other
     asset classes or the overall stock market. Large-capitalization stocks tend
     to go through cycles of doing  better--or  worse--than  the stock market in
     general.  These periods  have,  in the past,  lasted for as long as several
     years.

PERFORMANCE/RISK INFORMATION

The following bar chart and table 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
      --------------------------------------------------------------------
        SCALE -20% - 50%      1990           -3.32%
                              1991           30.22%
                              1992            7.42%
                              1993            9.89%
                              1994            1.18%
                              1995           37.45%
                              1996           22.88%
                              1997           33.19%
                              1998           28.62%
                              1999           21.07%
     --------------------------------------------------------------------
     The Fund's  year-to-date return as of the calendar quarter ended
     September 30, 2000, was -1.35%.
     -------------------------------------------------------------------

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

6

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

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

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

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

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

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

               -------------------------------------------------
                 1 YEAR      3 YEARS    5 YEARS      10 YEARS
               -------------------------------------------------
                  $18         $58        $101         $230
               -------------------------------------------------

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

<PAGE>

7

--------------------------------------------------------------------------------
ADDITIONAL INFORMATION
DIVIDENDS AND CAPITAL GAINS                        NEWSPAPER ABBREVIATION
Dividends are distributed quarterly in 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.,             CUSIP NUMBER
since inception                                    922908108

INCEPTION DATE                                     TICKER SYMBOL
August 31, 1976                                    VFINX

NET ASSETS AS OF JUNE 30, 2000
$105.6 billion

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

<PAGE>

8

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



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

INVESTMENT STRATEGIES

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


PRIMARY RISKS
-    THE FUND'S TOTAL RETURN, LIKE STOCK PRICES GENERALLY, WILL FLUCTUATE WITHIN
     A WIDE  RANGE,  SO AN  INVESTOR  COULD  LOSE  MONEY OVER SHORT OR EVEN LONG
     PERIODS.  Stock  markets  tend to move in  cycles,  with  periods of rising
     prices and periods of falling prices.

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


PERFORMANCE/RISK INFORMATION

The following bar chart and table 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
      --------------------------------------------------------------------
        SCALE -20% - 50%      1990          -14.05%
                              1991           41.85%
                              1992           12.47%
                              1993           14.49%
                              1994           -1.76%
                              1995           33.80%
                              1996           17.65%
                              1997           26.73%
                              1998            8.32%
                              1999           36.22%
     --------------------------------------------------------------------
     Return figures do not reflect the transaction fee on purchases through
     March 31, 2000. The Fund's  year-to-date return as of the calendar
     quarter ended September 30, 2000, was 3.95%.
     -------------------------------------------------------------------


<PAGE>

9

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

--------------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
--------------------------------------------------------------------------------
                                       1 YEAR         5 YEARS         10 YEARS
--------------------------------------------------------------------------------
Vanguard Extended Market Index Fund*   36.22%          24.10%          16.33%
Wilshire 4500 Index                    35.37           23.65           16.16
--------------------------------------------------------------------------------
*Return figures do not reflect the transaction fee on purchases through
 March 31, 2000.
--------------------------------------------------------------------------------

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

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

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

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

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

               -------------------------------------------------
                  1 YEAR      3 YEARS    5 YEARS      10 YEARS
               -------------------------------------------------
                    $26         $80       $141          $318
               -------------------------------------------------

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

<PAGE>

10


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

INVESTMENT ADVISER                       VANGUARD FUND NUMBER
The Vanguard Group, Valley Forge, Pa.,   098
since inception
                                         CUSIP NUMBER
INCEPTION DATE                           922908207
December 21, 1987
                                         TICKER SYMBOL
NET ASSETS (ALL SHARE CLASSES) AS OF     VEXMX
JUNE 30, 2000
$6.1 billion
--------------------------------------------------------------------------------


<PAGE>

11

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



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


INVESTMENT STRATEGIES

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


PRIMARY RISKS
-    THE FUND'S TOTAL RETURN, LIKE STOCK PRICES GENERALLY, WILL FLUCTUATE WITHIN
     A WIDE  RANGE,  SO AN  INVESTOR  COULD  LOSE  MONEY OVER SHORT OR EVEN LONG
     PERIODS.  Stock  markets  tend to move in  cycles,  with  periods of rising
     prices and periods of falling prices.

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

PERFORMANCE/RISK INFORMATION
The following bar chart and table 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 RETURNS
      --------------------------------------------------------------------
       SCALE -20% - 50%       1999           15.32%
      --------------------------------------------------------------------
      The Fund's year-to-date return as of the calendar quarter ended
      September 30, 2000, was 22.60%.
      --------------------------------------------------------------------

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

<PAGE>

12

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

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

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

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


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

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

               -------------------------------------------------
                  1 YEAR      3 YEARS    5 YEARS      10 YEARS
               -------------------------------------------------
                   $26         $80        $141         $318
               -------------------------------------------------

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

<PAGE>

13


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

INVESTMENT ADVISER                       VANGUARD FUND NUMBER
The Vanguard Group, Valley Forge, Pa.,   859
since inception
                                         CUSIP NUMBER
INCEPTION DATE                           922908843
May 21, 1998
                                         TICKER SYMBOL
NET ASSETS (ALL SHARE CLASSES) AS OF     VIMSX
JUNE 30, 2000
$1.1 billion
--------------------------------------------------------------------------------


<PAGE>

14

FUND PROFILE--VANGUARD (R) 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  made up of the  2,000  smallest
companies  out of the 3,000  largest  U.S.  companies.  The Fund  invests all or
substantially  all of its assets in a  representative  sample of the stocks that
make up the Index.  For a description of the Fund's sampling  technique,  please
see "Indexing Methods" under MORE ON THE FUNDS.


PRIMARY RISKS
-    THE FUND'S TOTAL RETURN, LIKE STOCK PRICES GENERALLY, WILL FLUCTUATE WITHIN
     A WIDE  RANGE,  SO AN  INVESTOR  COULD  LOSE  MONEY OVER SHORT OR EVEN LONG
     PERIODS.  Stock  markets  tend to move in  cycles,  with  periods of rising
     prices and periods of falling prices.

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

PERFORMANCE/RISK INFORMATION
The following bar chart and table 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
      --------------------------------------------------------------------
       SCALE -20% - 50%       1990          -18.13%
                              1991           45.26%
                              1992           18.20%
                              1993           18.70%
                              1994           -0.51%
                              1995           28.74%
                              1996           18.12%
                              1997           24.59%
                              1998           -2.61%
                              1999           23.13%
     --------------------------------------------------------------------
     Return figures do not reflect the transaction fee on purchases through
     March 31, 2000. The Fund's  year-to-date return as of the calendar
     quarter ended September 30, 2000, was 4.39%.
     -------------------------------------------------------------------

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

<PAGE>

15

--------------------------------------------------------------------------------
            AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
--------------------------------------------------------------------------------
                                  1 YEAR           5 YEARS           10 YEARS
--------------------------------------------------------------------------------
Vanguard Small-Cap Index Fund*     23.13%           17.84%            14.20%
Russell 2000 Index                 21.26            16.69             13.40
--------------------------------------------------------------------------------
*Return figures do not reflect the transaction fee on purchases through
March 31, 2000.
--------------------------------------------------------------------------------

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

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

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

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

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

                -------------------------------------------------
                 1 YEAR      3 YEARS    5 YEARS      10 YEARS
               -------------------------------------------------
                   $26         $80       $141         $318
               -------------------------------------------------

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

<PAGE>

16


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

INVESTMENT ADVISER                       VANGUARD FUND NUMBER
The Vanguard Group, Valley Forge, Pa.,   048
since inception
                                         CUSIP NUMBER
INCEPTION DATE                           922908702
October 3, 1960
                                         TICKER SYMBOL
NET ASSETS (ALL SHARE CLASSES) AS OF     NAESX
JUNE 30, 2000
$4.6 billion
--------------------------------------------------------------------------------


<PAGE>

17

FUND PROFILE--VANGUARD(R) VALUE INDEX FUND



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

INVESTMENT STRATEGIES

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

PRIMARY RISKS
-    THE FUND'S TOTAL RETURN, LIKE STOCK PRICES GENERALLY, WILL FLUCTUATE WITHIN
     A WIDE  RANGE,  SO AN  INVESTOR  COULD  LOSE  MONEY OVER SHORT OR EVEN LONG
     PERIODS.  Stock  markets  tend to move in  cycles,  with  periods of rising
     prices and periods of falling prices.
-    The Fund is also subject to investment style risk, which is the chance that
     returns  from  large-capitalization  value  stocks will trail  returns from
     other asset classes or the overall  stock  market.  Value stocks tend to go
     through cycles of doing better--or worse--than the stock market in general.
     These periods have, in the past, lasted for as long as several years.

PERFORMANCE/RISK INFORMATION

The following bar chart and table 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
      --------------------------------------------------------------------
       SCALE -20% - 50%       1993           18.35%
                              1994           -0.73%
                              1995           36.94%
                              1996           21.86%
                              1997           29.77%
                              1998           14.64%
                              1999           12.57%
     --------------------------------------------------------------------
     The Fund's year-to-date return as of the calendar quarter ended
     September 30, 2000, was 4.31%.
     -------------------------------------------------------------------


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

<PAGE>

18

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

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

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

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

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

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

               -------------------------------------------------
                  1 YEAR      3 YEARS    5 YEARS      10 YEARS
               -------------------------------------------------
                   $23          $71        $124         $280
               -------------------------------------------------

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

<PAGE>

19

--------------------------------------------------------------------------------
ADDITIONAL INFORMATION
DIVIDENDS AND CAPITAL GAINS                        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.,             CUSIP NUMBER
since inception                                    922908405

INCEPTION DATE                                     TICKER SYMBOL
November 2, 1992                                   VIVAX

NET ASSETS (ALL SHARE CLASSES) AS OF
JUNE 30, 2000
$4 billion

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

<PAGE>

20

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



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

INVESTMENT STRATEGIES

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

PRIMARY RISKS
-    THE FUND'S TOTAL RETURN, LIKE STOCK PRICES GENERALLY, WILL FLUCTUATE WITHIN
     A WIDE  RANGE,  SO AN  INVESTOR  COULD  LOSE  MONEY OVER SHORT OR EVEN LONG
     PERIODS.  Stock  markets  tend to move in  cycles,  with  periods of rising
     prices and periods of falling prices.
-    The Fund is also subject to investment style risk, which is the chance that
     returns  from  small-capitalization  value  stocks will trail  returns from
     other asset classes or the overall  stock  market.  Value stocks tend to go
     through cycles of doing better--or worse--than the stock market in general.
     In addition, small-cap stocks historically have been more volatile in price
     than the  large-cap  stocks that  dominate  the S&P 500 Index,  and perform
     differently from the overall stock market.

PERFORMANCE/RISK INFORMATION
The following bar chart and table 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 RETURNS
      --------------------------------------------------------------------
        SCALE -20% - 50%       1999           3.35%
      --------------------------------------------------------------------
      The Fund's year-to-date return as of the calendar quarter ended
      September 30, 2000, was 13.29%.
      -------------------------------------------------------------------

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

<PAGE>

21

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

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

      SHAREHOLDER FEES (fees paid directly from your investment)
      Sales Charge (Load) Imposed on Purchases:                 None
      Transaction Fee on Purchases:                            0.50%*
      Sales Charge (Load) Imposed on Reinvested Dividends:      None
      Redemption Fee:                                           None
      Exchange Fee:                                             None

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

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

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

               -------------------------------------------------
                  1 YEAR      3 YEARS    5 YEARS      10 YEARS
               -------------------------------------------------
                    $75        $130       $190         $367
               -------------------------------------------------

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

<PAGE>

22


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

INVESTMENT ADVISER                       VANGUARD FUND NUMBER
The Vanguard Group, Valley Forge, Pa.,   860
since inception
                                         CUSIP NUMBER
INCEPTION DATE                           922908793
May 21, 1998
                                         TICKER SYMBOL
NET ASSETS (ALL SHARE CLASSES) AS OF     VISVX
JUNE 30, 2000
$279 million
--------------------------------------------------------------------------------


<PAGE>

23

FUND PROFILE--VANGUARD(R) GROWTH INDEX FUND



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


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


PRIMARY RISKS
THE FUND'S TOTAL RETURN,  LIKE STOCK PRICES  GENERALLY,  WILL FLUCTUATE WITHIN A
WIDE  RANGE,  SO AN INVESTOR  COULD LOSE MONEY OVER SHORT OR EVEN LONG  PERIODS.
Stock markets tend to move in cycles,  with periods of rising prices and periods
of falling prices. The Fund is also subject to:
-    Investment   style   risk,   which  is  the  chance   that   returns   from
     large-capitalization  growth  stocks  will trail  returns  from other asset
     classes or the  overall  stock  market.  Growth  stocks  tend to go through
     cycles of doing better--or  worse--than the stock market in general.  These
     periods have, in the past, lasted for as long as several years.
-    Nondiversification  risk,  which is the chance that the Fund's  performance
     could be hurt  disproportionately  by a decline  in the price of just a few
     stocks. This is because the Fund invests a greater percentage of its assets
     in the stocks of fewer companies as compared with other mutual funds.

PERFORMANCE/RISK INFORMATION

The following bar chart and table 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
      --------------------------------------------------------------------
       SCALE -20% - 50%       1993            1.53%
                              1994            2.89%
                              1995           38.06%
                              1996           23.74%
                              1997           36.34%
                              1998           42.21%
                              1999           28.76%
     --------------------------------------------------------------------
     The Fund's year-to-date return as of the calendar quarter ended
     September 30, 2000, was -6.41%.
     -------------------------------------------------------------------


<PAGE>

24

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

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

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

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

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

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

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

               -------------------------------------------------
                 1 YEAR      3 YEARS    5 YEARS      10 YEARS
               -------------------------------------------------
                   $23         $71       $124         $280
               -------------------------------------------------

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

<PAGE>

25

--------------------------------------------------------------------------------
ADDITIONAL INFORMATION
DIVIDENDS AND CAPITAL GAINS                        NEWSPAPER ABBREVIATION
Dividends are distributed quarterly in 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.,             CUSIP NUMBER
since inception                                    922908504

INCEPTION DATE                                     TICKER SYMBOL
November 2, 1992                                   VIGRX

NET ASSETS (ALL SHARE CLASSES) AS OF
JUNE 30, 2000
$17.2 billion

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

<PAGE>

26

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



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

INVESTMENT STRATEGIES

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

PRIMARY RISKS
-    THE FUND'S TOTAL RETURN, LIKE STOCK PRICES GENERALLY, WILL FLUCTUATE WITHIN
     A WIDE  RANGE,  SO AN  INVESTOR  COULD  LOSE  MONEY OVER SHORT OR EVEN LONG
     PERIODS.  Stock  markets  tend to move in  cycles,  with  periods of rising
     prices and periods of falling prices.
-    The Fund is also subject to investment style risk, which is the chance that
     returns from  small-capitalization  growth  stocks will trail  returns from
     other asset classes or the overall  stock market.  Growth stocks tend to go
     through cycles of doing better--or worse--than the stock market in general.
     In addition, small-cap stocks historically have been more volatile in price
     than the  large-cap  stocks that  dominate  the S&P 500 Index,  and perform
     differently from the overall stock market.

PERFORMANCE/RISK INFORMATION
The following bar chart and table 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 RETURNS
      --------------------------------------------------------------------
       SCALE -20% - 50%      1999           19.80%
      --------------------------------------------------------------------
      The return figure does not reflect the transaction fee on purchases.
      The Fund's year-to-date return as of the calendar quarter ended
      September 30, 2000, was 8.52%.
      -------------------------------------------------------------------


<PAGE>

27

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

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

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

      SHAREHOLDER FEES (fees paid directly from your investment)
      Sales Charge (Load) Imposed on Purchases:                 None
      Transaction Fee on Purchases:                            0.50%*
      Sales Charge (Load) Imposed on Reinvested Dividends:      None
      Redemption Fee:                                           None
      Exchange Fee:                                             None

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

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

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

               -------------------------------------------------
                1 YEAR      3 YEARS    5 YEARS      10 YEARS
               -------------------------------------------------
                 $75          $130       $190         $367
               -------------------------------------------------

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

<PAGE>

28


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

INVESTMENT ADVISER                       VANGUARD FUND NUMBER
The Vanguard Group, Valley Forge, Pa.,   861
since inception
                                         CUSIP NUMBER
INCEPTION DATE                           922908827
May 21, 1998
                                         TICKER SYMBOL
NET ASSETS (ALL SHARE CLASSES) AS OF     VISGX
JUNE 30, 2000
$386 million
--------------------------------------------------------------------------------


<PAGE>

29

MORE ON THE FUNDS

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

WHY INVEST IN INDEX FUNDS?
Index funds appeal to many investors for a number of reasons:
-    Variety of  investments.  Vanguard index funds  generally  invest in a wide
     variety of companies and industries.
-    Relative consistency.  Because they seek to track market benchmarks,  index
     funds by  definition  will not  perform  dramatically  better or worse than
     their target indexes.
-    Low cost.  Index  funds do not have  many of the  expenses  of an  actively
     managed  fund,  such as research  costs;  in  addition,  they keep  trading
     activity--and thus brokerage commissions--to a minimum.

     Compared with actively managed funds,  most index funds have lower turnover
rates and lower capital gains  distributions.  However,  from time to time, some
index  funds  may pay out  higher-than-expected  taxable  distributions.  That's
because  index funds must  adjust  their  holdings  to reflect  changes in their
target  indexes.  In some  cases,  such  changes may force an index fund to sell
securities  that have  appreciated in value,  and, thus,  realize a capital gain
that must be  distributed to  shareholders.  A security may move out of an index
for a number of reasons,  including a merger or  acquisition,  or a  substantial
change in the market capitalization of the issuer. Generally, these changes tend
to occur more frequently with small and medium-sized companies than they do with
large, well-established companies.


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

<PAGE>

30

     Each Fund seeks to provide investment results that correspond to its target
index. The correlation between the performance of a Fund and its target index is
expected  to be at least 95%.  (A  correlation  of 100% would  indicate  perfect
correlation.)
     The  following  table shows the number of stocks held by each of the Funds,
and the number of stocks in each Fund's target index, as of December 31, 1999.

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

--------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                         GROWTH FUNDS AND VALUE FUNDS

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

ADDITIONAL RISK INFORMATION

[FLAG]EACH FUND IS SUBJECT TO MARKET RISK, WHICH IS THE CHANCE THAT STOCK PRICES
     OVERALL WILL DECLINE OVER SHORT OR EVEN LONG PERIODS. STOCK MARKETS TEND TO
     MOVE IN CYCLES,  WITH PERIODS OF RISING STOCK PRICES AND PERIODS OF FALLING
     STOCK PRICES.

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

<PAGE>

31

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

[FLAG]THE FUNDS ARE ALSO SUBJECT,  IN VARYING DEGREES, TO INVESTMENT STYLE RISK,
     WHICH IS THE  CHANCE  THAT  RETURNS  FROM A  SPECIFIC  TYPE OF  STOCK  (FOR
     INSTANCE,  SMALL-CAP OR VALUE) WILL TRAIL  RETURNS FROM OTHER ASSET CLASSES
     OR THE OVERALL STOCK MARKET.  EACH TYPE OF STOCK TENDS TO GO THROUGH CYCLES
     OF DOING  BETTER--OR  WORSE--THAN  COMMON STOCKS IN GENERAL.  THESE PERIODS
     HAVE, IN THE PAST, LASTED FOR AS LONG AS SEVERAL YEARS.

RISK OF NONDIVERSIFICATION

[FLAG]As  index  funds,  each of the U.S.  Stock  Index  Funds holds the largest
stocks in its target index in approximately the same percentages as those stocks
are represented in its index.  When a target index becomes less  diversified,  a
fund that  tracks  that  index  similarly  becomes  less  diversified.  This has
happened to the GROWTH  INDEX  FUND.  Due to the rapid  appreciation  of certain
stocks  in its  target  index,  the  Fund's  top  four  holdings  have at  times
represented 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.


<PAGE>

32

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

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

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

COSTS AND MARKET-TIMING
Some  investors  try to profit from a strategy  called  market-timing--switching
money into investments when they expect prices to rise and taking money out when
they  expect  prices to fall.  As money is  shifted  in and out,  a fund  incurs
expenses  for buying and selling  securities.  These costs are borne by all fund
shareholders,  including the long-term  investors who do not generate the costs.
Therefore, the Funds have adopted the following policies, among others, designed
to discourage short-term trading:
-    Each Fund  reserves  the right to reject  any  purchase  request--including
     exchanges from other  Vanguard  funds--that it regards as disruptive to the
     efficient  management  of the Fund.  A purchase  request  could be rejected
     because  of the  timing  of the  investment  or  because  of a  history  of
     excessive trading by the investor.
-    Two  of  the  Funds  (Small-Cap  Value  and  Small-Cap   Growth)  charge  a
     transaction fee on purchases.
-    There is a limit on the number of times you can exchange  into and out of a
     Fund (see "Exchanges" in the INVESTING WITH VANGUARD section).
-    Telephone and online exchanges are not permitted for non-IRA accounts.

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

<PAGE>

33

--------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                            THE COSTS OF INVESTING
Costs are an important  consideration in choosing a mutual fund.  That's because
you, as a shareholder,  pay the costs of operating a fund,  plus any transaction
costs  associated with the fund's buying and selling of securities.  These costs
can erode a substantial  portion of the gross income or capital  appreciation  a
fund achieves. Even seemingly small differences in fund expenses can, over time,
have a dramatic effect on a fund's performance.
--------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                                 TURNOVER RATE
Before  investing in a mutual fund,  you should review its turnover  rate.  This
gives an  indication  of how  transaction  costs could affect the fund's  future
returns.  In general,  the greater the volume of buying and selling by the fund,
the greater the impact that brokerage  commissions and other  transaction  costs
will have on its return. Also, funds with high turnover rates may be more likely
to generate  capital gains that must be  distributed to  shareholders  as income
subject to taxes.  As of  December  31,  1999,  the  average  turnover  rate for
passively  managed  domestic  equity index funds  investing in common stocks was
approximately  18%; for all domestic stock funds,  the average turnover rate was
approximately 89%, according to Morningstar, Inc. (A turnover rate of 100% would
occur, for example, if a fund sold and replaced securities valued at 100% of its
net assets within a one-year period.)
--------------------------------------------------------------------------------

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

     Each Fund may invest in foreign securities to the extent necessary to carry
out its investment  strategy of holding all, or a representative  sample, of the
stocks that make up the index it tracks.  It is not expected  that any Fund will
invest more than 5% of its assets in foreign securities.

     Although index funds, by their nature, tend to be tax-efficient  investment
vehicles, the Funds generally are managed without regard to tax ramifications.
     To track their target indexes as closely as possible,  the Funds attempt to
remain fully invested (at least 95% of total assets) in the stocks of the index.
To help stay fully invested,

<PAGE>

34

and to reduce  transaction  costs, the Funds may invest, to a limited extent, in
futures  and  options  contracts,  warrants,  convertible  securities,  and swap
agreements, which are types of derivatives.
     Losses (or gains) involving futures can sometimes be  substantial--in  part
because a relatively small price movement in a futures contract may result in an
immediate  and  substantial  loss (or gain) for a fund.  Similar risks exist for
warrants  (securities  that permit their owners to purchase a specific number of
stock shares at a predetermined price),  convertible securities (securities that
may be exchanged for another  asset),  and swap  agreements  (contracts in which
each  party  agrees  to make  payments  to the  other  based on the  return of a
specified index or asset).
     For this  reason,  the  Funds  will  not use  futures,  options,  warrants,
convertible  securities,  or swap  agreements  for  speculative  purposes  or as
leveraged  investments  that  magnify  the gains or losses of an  investment.  A
Fund's  obligation  under futures  contracts  will not exceed 20% of that Fund's
total assets.
     The reasons for which a Fund will invest in futures and options are:
-    To keep cash on hand to meet  shareholder  redemptions or other needs while
     simulating full investment in stocks.
-    To reduce the Fund's  transaction costs or add value when these instruments
     are favorably priced.


PENDING LEGAL PROCEEDINGS
On June 8, 2000,  Vanguard was sued by McGraw-Hill  over Vanguard's right to use
certain Standard & Poor's (S&P) trademarks and other intellectual property owned
by McGraw-Hill.  The suit currently is pending in the federal district court for
the  Southern  District of New York.  The suit  requests,  among  other  things:
monetary  damages;  injunctive relief that would prevent Vanguard from using S&P
indexes and S&P trademarks in connection with Vanguard's  potential  offering of
an  exchange-traded  class of shares of the Funds;  and declaratory  relief that
McGraw-Hill is entitled to terminate the license  agreement that grants Vanguard
the right to use certain S&P indexes and S&P trademarks.  Vanguard believes that
it should prevail in these proceedings;  however,  there is no assurance that it
will do so.


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 $570 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.

<PAGE>

35

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

INVESTMENT ADVISER

The Vanguard Group (Vanguard), P.O. Box 2600, Valley Forge, PA 19482, founded in
1975,  serves as the Funds'  adviser.  As of June 30, 2000,  Vanguard  served as
adviser for about  $388.1  billion in assets.  Vanguard  manages the Funds on an
at-cost basis, subject to the control of the Trustees and officers of the Funds.
For the six  months  ended  June 30,  2000,  the  investment  advisory  expenses
represented  an  effective  annual  rate of  approximately  0.01% of each Fund's
average net assets.

     The Funds have  authorized  Vanguard to choose brokers or dealers to handle
the purchase and sale of securities for the Funds, and to get the best available
price and most  favorable  execution  from  these  brokers  with  respect to all
transactions.  The Funds may  direct  Vanguard  to use a  particular  broker for
certain  transactions  in exchange for commission  rebates or research  services
provided to the Funds.

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

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

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

DIVIDENDS, CAPITAL GAINS, AND TAXES
Each Fund distributes to shareholders  virtually all of its net income (interest
and dividends,  less  expenses),  as well as any capital gains realized from the
sale of its holdings.  Income dividends for the Total Stock Market,  500, Value,
and Growth Index Funds generally are distributed in March, June, September,  and
December;  income  dividends  for  the  Extended  Market,  Mid-Cap,   Small-Cap,
Small-Cap  Value,  and Small-Cap Growth Index Funds generally are distributed in
December.  Capital gains distributions generally occur in December. In addition,
the Funds may occasionally be required to make supplemental  dividend or capital
gains distributions at some other time during the year.
     Your  dividend  and  capital  gains  distributions  will be  reinvested  in
additional  Fund  shares  and  accumulate  on a  tax-deferred  basis  if you are
investing through an employer-sponsored retirement or savings plan. You will not
owe taxes on these distributions until you begin

<PAGE>

36

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  dividing  the net  assets
attributed  to each  share  class by the number of shares  outstanding  for that
class.

     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."

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,
plus the six months  ended  June 30,  2000,  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  reports  to  shareholders.  The
information  for the six-month  period ended June 30, 2000, has not been audited
by independent accountants.  You may have the annual reports sent to you without
charge by contacting Vanguard.


<PAGE>

37


--------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                  HOW TO READ THE FINANCIAL HIGHLIGHTS TABLE
This explanation uses the Total Stock Market Index Fund as an example.  The Fund
began the six months  ended June 30,  2000,  with a net asset  value  (price) of
$33.22  per share.  During  the  period,  the Fund  earned  $0.16 per share from
investment  income  (interest and  dividends).  There was a decline of $0.39 per
share from investments that had depreciated in value or that were sold for lower
prices than the Fund paid for them.

Shareholders  received $0.21 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.

Investment  losses  ($0.23 per share) plus the  distributions  ($0.21 per share)
resulted  in a share  price  of  $32.78  at the end of the  period.  This  was a
decrease  of $0.44 per share  (from  $33.22 at the  beginning  of the  period to
$32.78  at  the  end  of the  period).  For a  shareholder  who  reinvested  the
distributions in the purchase of more shares, the total return from the Fund was
-0.72% for the period.

As of June 30, 2000,  the Fund  (investor  shares only) had $19.8 billion in net
assets.  For the six month period, its annualized expense ratio was 0.20% ($2.00
per $1,000 of net assets);  and its annualized net investment income amounted to
1.00% of its average net assets. It sold and replaced securities valued at 8% of
its net assets.
--------------------------------------------------------------------------------




<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
                                                                   VANGUARD TOTAL STOCK MARKET INDEX FUND
                                                                                 INVESTOR SHARES
                                                SIX MONTHS                   YEAR ENDED DECEMBER 31,
                                                     ENDED--------------------------------------------------------------
                                             JUNE 30, 2000*       1999         1998         1997         1996       1995
------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>         <C>          <C>          <C>          <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD                $33.22      $27.42       $22.64       $17.77       $15.04     $11.37
------------------------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                                 .16        .317         .336         .319          .29        .29
 Net Realized and Unrealized Gain (Loss)
  on Investments                                      (.39)      6.133        4.898        5.143         2.84       3.75
                                           -----------------------------------------------------------------------------
   Total from Investment Operations                   (.23)      6.450        5.234        5.462         3.13       4.04
                                           -----------------------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income                 (.15)      (.330)       (.329)       (.322)        (.29)      (.28)
 Distributions from Realized Capital Gains            (.06)      (.320)       (.125)       (.270)        (.11)      (.09)
                                           -----------------------------------------------------------------------------
   Total Distributions                                (.21)      (.650)       (.454)       (.592)        (.40)      (.37)
------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                      $32.78      $33.22       $27.42       $22.64       $17.77     $15.04
========================================================================================================================
TOTAL RETURN**                                      -0.72%      23.81%       23.26%       30.99%       20.96%     35.79%
========================================================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period (Millions)              $19,829     $18,133       $9,308       $5,092       $3,531     $1,571
 Ratio of Total Expenses to
  Average Net Assets                              0.20%***       0.20%        0.20%        0.20%        0.22%      0.25%
 Ratio of Net Investment Income to Average
  Net Assets                                      1.00%***       1.15%        1.44%        1.65%        1.86%      2.14%
 Turnover Rate                                      8%***+          3%           3%           2%           3%         3%
========================================================================================================================
</TABLE>



  *Unaudited.
 **Total  return  figures do not reflect the 0.25%  transaction  fee on
purchases through 1995.
***Annualized.
  +The turnover rate excluding in-kind redemptions was 4%.


<PAGE>

38


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
                                                SIX MONTHS         VANGUARD 500 INDEX FUND INVESTOR SHARES
                                                     ENDED                 YEAR ENDED DECEMBER 31,
                                            JUNE 30, 2000*        1999         1998         1997         1996       1995
------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>         <C>            <C>         <C>          <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD               $135.33     $113.95      $ 90.07       $69.17       $57.60     $42.97
------------------------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                                 .65       1.370         1.33         1.31         1.28       1.22
 Net Realized and Unrealized Gain Loss)
  on Investments                                     (1.21)     22.415        24.30        21.50        11.82      14.76
                                           -----------------------------------------------------------------------------
   Total from Investment Operations                   (.56)     23.785        25.63        22.81        13.10      15.98
                                           -----------------------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income                 (.61)     (1.410)       (1.33)       (1.32)       (1.28)     (1.22)
 Distributions from Realized Capital Gains              --       (.995)        (.42)        (.59)        (.25)      (.13)
                                           -----------------------------------------------------------------------------
   Total Distributions                                (.61)     (2.405)       (1.75)       (1.91)       (1.53)     (1.35)
------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                     $134.16     $135.33      $113.95       $90.07       $69.17     $57.60
========================================================================================================================
TOTAL RETURN                                        -0.42%      21.07%       28.62%       33.19%       22.88%     37.45%
========================================================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period (Millions)             $105,583    $104,652      $74,229      $49,358      $30,332    $17,372
 Ratio of Total Expenses to
  Average Net Assets                               0.18%**       0.18%        0.18%        0.19%        0.20%      0.20%
 Ratio of Net Investment Income to
  Average Net Assets                                .97%**       1.13%        1.35%        1.66%        2.04%      2.38%
 Turnover Rate***                                     9%**          6%           6%           5%           5%         4%
------------------------------------------------------------------------------------------------------------------------
</TABLE>


  *Unaudited.
 **Annualized.
***Turnover rates excluding in-kind redemptions were 7%, 3%, 3%, 3%, 2%, and 2%,
 respectively.



<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
                                                                                VANGUARD EXTENDED MARKET INDEX FUND
                                                                                         INVESTOR SHARES
                                                SIX MONTHS                            YEAR ENDED DECEMBER 31,
                                                     ENDED---------------------------------------------------------------
                                            JUNE 30, 2000*        1999         1998         1997         1996       1995
-------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>         <C>          <C>          <C>          <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD                $37.07      $30.63       $30.76       $26.20       $24.07     $18.52
-------------------------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                                .143        .297         .388         .351          .34        .30
 Net Realized and Unrealized Gain (Loss)              .077      10.101        2.025        6.479         3.85       5.95
  on Investments
                                             ----------------------------------------------------------------------------
  Total from Investment Operations                    .220      10.398        2.413        6.830         4.19       6.25
                                             ----------------------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income                   --       (.318)       (.373)       (.360)        (.34)      (.30)
 Distributions from Realized Capital Gains          (1.110)     (3.640)      (2.170)      (1.910)       (1.72)      (.40)
                                             ----------------------------------------------------------------------------
  Total Distributions                               (1.110)     (3.958)      (2.543)      (2.270)       (2.06)      (.70)
-------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                      $36.18      $37.07       $30.63       $30.76       $26.20     $24.07
=========================================================================================================================
TOTAL RETURN**                                       0.16%      36.22%        8.32%       26.73%       17.65%     33.80%
=========================================================================================================================

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period (Millions)               $5,028      $4,221       $2,939       $2,723       $2,099     $1,523
 Ratio of Total Expenses to
  Average Net Assets                              0.25%***       0.25%        0.23%         0.23        0.25%      0.25%
 Ratio of Net Investment Income to
  Average Net Assets                               .82%***       1.04%        1.21%        1.30%        1.42%      1.51%
 Turnover Rate                                      30%***         26%          27%          15%          22%        15%
=========================================================================================================================
</TABLE>



  *Unaudited.
 **Total return figures do not reflect transaction fees on purchases (0.25%
   from October 31, 1997,through March 31, 2000; 0.5% from 1995 through
   October 31, 1997).
***Annualized.


<PAGE>

39


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
                                                                                     VANGUARD MID-CAP INDEX FUND
                                                                                           INVESTOR SHARES
                                                                   SIX MONTHS ENDED          YEAR ENDED     APR. 20** TO
                                                                     JUNE 30, 2000*       DEC. 31, 1999    DEC. 31, 1998
-------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>                 <C>              <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                         $11.30              $10.79           $10.00
-------------------------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                                                         .051                .073             .053
 Net Realized and Unrealized Gain (Loss)on Investments                        1.009               1.448             .840
                                                              -----------------------------------------------------------
  Total from Investment Operations                                            1.060               1.521             .893
                                                              -----------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income                                            --               (.076)           (.053)
 Distributions from Realized Capital Gains                                   (0.150)              (.935)           (.050)
                                                              -----------------------------------------------------------
  Total Distributions                                                        (0.150)             (1.011)           (.103)
-------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                               $12.21              $11.30           $10.79
-------------------------------------------------------------------------------------------------------------------------

TOTAL RETURN***                                                               9.34%              15.32%            8.55%
=========================================================================================================================

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period (Millions)                                          $905                $605             $206
 Ratio of Total Expenses to Average Net Assets                               0.25%+               0.25%           0.25%+
 Ratio of Net Investment Income to Average Net Assets                        0.96%+               0.99%           1.19%+
 Turnover Rate                                                                 59%+                 38%              44%
=========================================================================================================================
</TABLE>


  *Unaudited.
 **Subscription period for the Fund was April 20, 1998 to
   May 20, 1998, during which time all assets were held in money
   market instruments. Performance measurement begins May 21, 1998.
***Total return figures do not reflect the 0.25% transaction fee
   on purchases (from inception through February 28, 1999).
  +Annualized.



<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
                                                                                       VANGUARD SMALL-CAP INDEX FUND
                                                                                             INVESTOR SHARES
                                                SIX MONTHS                                YEAR ENDED DECEMBER 31,
                                                     ENDED---------------------------------------------------------------
                                            JUNE 30, 2000*        1999         1998         1997         1996       1995
-------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>         <C>          <C>          <C>          <C>        <C>
NET ASSET VALUE, BEGINNING OF YEAR                  $23.60      $21.20       $23.75       $20.23       $18.61     $14.99
-------------------------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                                .119        .256         .311         .277          .26        .24
 Net Realized and Unrealized Gain (Loss)              .726       4.491       (1.007)       4.632         3.07       4.06
  on Investments                             ----------------------------------------------------------------------------
   Total from Investment Operations                   .845       4.747       (.696)        4.909         3.33       4.30
                                             ----------------------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income                   --       (.267)       (.304)       (.274)        (.27)      (.23)
 Distributions from Realized Capital Gains           (.215)     (2.080)      (1.550)      (1.115)       (1.44)      (.45)
                                             ----------------------------------------------------------------------------
  Total Distributions                                (.215)     (2.347)      (1.854)      (1.389)       (1.71)      (.68)
-------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR                        $24.23      $23.60       $21.20       $23.75       $20.23     $18.61
=========================================================================================================================

TOTAL RETURN**                                       3.50%      23.13%       -2.61%       24.59%       18.12%     28.74%
=========================================================================================================================

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Year (Millions)                 $4,096      $3,553       $2,768       $2,652       $1,713       $971
 Ratio of Total Expenses to
  Average Net Assets                              0.27%***       0.25%        0.24%        0.23%        0.25%      0.25%
 Ratio of Net Investment Income to
  Average Net Assets                              1.03%***       1.25%        1.39%        1.38%        1.51%      1.58%
 Turnover Rate                                      70%***         42%          35%          29%          28%        28%
=========================================================================================================================
</TABLE>



  *Unaudited.
 **Total return figures do not reflect transaction fees on purchases
   (0.5% from 1996 through March 31, 2000; 1.0% from 1995 through 1996).
***Annualized.


<PAGE>

40


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
                                                                                        VANGUARD VALUE INDEX FUND
                                                                                              INVESTOR SHARES
                                                                                         YEAR ENDED DECEMBER 31,
                                          SIX MONTHS ENDED---------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>         <C>          <C>          <C>          <C>        <C>
NET ASSET VALUE, BEGINNING OF YEAR                  $22.89      $22.51       $20.85       $17.02       $14.79     $11.12
-------------------------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                                 .18        .355         .366          .38          .37        .41
 Net Realized and Unrealized Gain (Loss)
  on Investments                                     (1.10)      2.342        2.647         4.57         2.81       3.66
                                             ----------------------------------------------------------------------------
  Total from Investment Operations                    (.92)      2.697        3.013         4.95         3.18       4.07
                                             ----------------------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income                 (.17)      (.362)       (.363)        (.37)        (.38)      (.40)
 Distributions from Realized Capital Gains            (.41)     (1.955)       (.990)        (.75)        (.57)        --
                                             ----------------------------------------------------------------------------
  Total Distributions                                 (.58)     (2.317)      (1.353)       (1.12)        (.95)      (.40)
-------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR                        $21.39      $22.89       $22.51       $20.85       $17.02     $14.79
=========================================================================================================================

TOTAL RETURN                                        -4.12%      12.57%       14.64%       29.77%       21.86%     36.94%
=========================================================================================================================

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Year (Millions)                 $3,330      $3,378       $2,421       $1,796       $1,016       $496
 Ratio of Total Expenses to Average Net Assets     0.22%**       0.22%        0.22%        0.20%        0.20%      0.20%
 Ratio of Net Investment Income to Average
  Net Assets                                       1.63%**       1.59%        1.72%         2.05        2.54%      3.06%
 Turnover Rate                                       32%**         41%          33%          25%          29%        27%
=========================================================================================================================
</TABLE>

 *Unaudited.
**Annualized.


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
                                                                                  VANGUARD SMALL-CAP VALUE INDEX FUND
                                                                                            INVESTOR SHARES
                                                                   SIX MONTHS ENDED          YEAR ENDED     APR. 20** TO
                                                                     JUNE 30, 2000*       DEC. 31, 1999    DEC. 31, 1998
-------------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>                 <C>             <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                          $8.45               $8.74           $10.00
-------------------------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                                                         .034                .065             .045
 Net Realized and Unrealized Gain (Loss)on Investments                         .396                .210           (1.250)
                                                          ---------------------------------------------------------------
  Total from Investment Operations                                             .430                .275           (1.205)
                                                          ---------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income                                            --               (.070)           (.055)
 Distributions from Realized Capital Gains                                   (0.250)              (.495)              --
                                                          --------------------------------------------------------------
  Total Distributions                                                        (0.250)              (.565)           (.055)
-------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                                $8.63               $8.45           $ 8.74
=========================================================================================================================

TOTAL RETURN***                                                               5.13%               3.35%          -12.47%
=========================================================================================================================

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period (Millions)                                          $229                $204             $113
 Ratio of Total Expenses to Average Net Assets                               0.27%+               0.25%            0.25%
 Ratio of Net Investment Income to Average Net Assets                        0.95%+               0.96%           1.13%+
 Turnover Rate                                                                 73%+                 80%              53%
=========================================================================================================================
</TABLE>


  *Unaudited.
 **Subscription period for the Fund was April 20, 1998, to May 20, 1998, during
   which time all assets were held in money market instruments. Performance
   measurement begins May 21, 1998.
***Total return figures do not reflect transaction fees on purchases (0.5% after
   February 28, 1999;1.0% from inception through February 28, 1999).
  +Annualized.


<PAGE>

41


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
                                                                                         VANGUARD GROWTH INDEX FUND
                                                                                                INVESTOR SHARES
                                                SIX MONTHS                                   YEAR ENDED DECEMBER 31,
                                                     ENDED---------------------------------------------------------------
                                            JUNE 30, 2000*        1999         1998         1997         1996       1995
-------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>         <C>          <C>          <C>          <C>        <C>
NET ASSET VALUE, BEGINNING OF YEAR                  $39.43      $31.67       $22.53       $16.90       $13.97     $10.28
-------------------------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                                 .07        .207         .230          .23          .22        .21
 Net Realized and Unrealized Gain (Loss)
  on Investments                                       .94       8.821        9.244         5.88         3.07       3.68
                                             ----------------------------------------------------------------------------
  Total from Investment Operations                    1.01       9.028        9.474         6.11         3.29       3.89
                                             ----------------------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income                 (.07)      (.228)       (.219)        (.23)        (.22)      (.20)
 Distributions from Realized Capital Gains              --      (1.040)       (.115)        (.25)        (.14)        --
                                             ----------------------------------------------------------------------------
  Total Distributions                                 (.07)     (1.268)       (.334)        (.48)        (.36)      (.20)
-------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR                        $40.37      $39.43       $31.67       $22.53       $16.90     $13.97
=========================================================================================================================

TOTAL RETURN                                         2.56%      28.76%       42.21%       36.34%       23.74%     38.06%
=========================================================================================================================

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Year (Millions)                $16,476     $15,232       $6,644       $2,365         $787       $271
 Ratio of Total Expenses to
  Average Net Assets                               0.22%**       0.22%        0.22%        0.20%        0.20%      0.20%
 Ratio of Net Investment Income to
  Average Net Assets                               0.34%**       0.64%        0.92%        1.19%        1.57%      1.71%
 Turnover Rate                                       27%**         33%          29%          26%          29%        24%
=========================================================================================================================
</TABLE>

 *Unaudited.
**Annualized.


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
                                                                                  VANGUARD SMALL-CAP GROWTH INDEX FUND
                                                                                                 INVESTOR SHARES

                                                                   SIX MONTHS ENDED          YEAR ENDED     APR. 20** TO
                                                                     JUNE 30, 2000*       DEC. 31, 1999    DEC. 31, 1998
-------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>                 <C>            <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                         $11.38              $ 9.53           $10.00
-------------------------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                                                         .012                .025              .03
 Net Realized and Unrealized Gain (Loss)on Investments                        1.068               1.860             (.47)
                                                              -----------------------------------------------------------
  Total from Investment Operations                                            1.080               1.885             (.44)
                                                              -----------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income                                            --               (.035)            (.03)
 Distributions from Realized Capital Gains                                       --                  --               --
                                                              -----------------------------------------------------------
  Total Distributions                                                            --               (.035)            (.03)
-------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                               $12.46              $11.38           $ 9.53
=========================================================================================================================

TOTAL RETURN***                                                               9.49%              19.80%           -4.77%
=========================================================================================================================

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period (Millions)                                          $359                $167              $90
 Ratio of Total Expenses to Average Net Assets                               0.27%+               0.25%           0.25%+
 Ratio of Net Investment Income to Average Net Assets                        0.12%+               0.33%           0.63%+
 Turnover Rate                                                                103%+                 82%              77%
=========================================================================================================================
</TABLE>



  *Unaudited.
 **Subscription period for the Fund was April 20, 1998, to May 20, 1998, during
   which time all assets were held in money market instruments. Performance
   measurement begins May 21, 1998.
***Total return figures do not reflect transaction fees on purchases (0.5% after
   February 28, 1999; 1.0% from inception through February 28, 1999).
  +Annualized.



"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.  Note:  McGraw-Hill has sued Vanguard over Vanguard's right
to use certain S&P Indexes. See page 34.


<PAGE>

42

INVESTING WITH VANGUARD

One or more of the Funds is an investment  option in your  retirement or savings
plan. Your plan  administrator or your employee  benefits office can provide you
with detailed  information on how to participate in your plan and how to elect a
Fund as an investment option.
-    If you have any questions about a Fund or Vanguard, including those about a
     Fund's  investment  objective,  strategies,  or risks,  contact  Vanguard's
     Participant Access Center, toll-free, at 1-800-523-1188.
-    If you have questions about your account,  contact your plan  administrator
     or the organization that provides recordkeeping services for your plan.

INVESTMENT OPTIONS AND ALLOCATIONS
Your  plan's  specific  provisions  may  allow  you to  change  your  investment
selections,  the amount of your  contributions,  or how your  contributions  are
allocated  among the  investment  choices  available  to you.  Contact your plan
administrator or employee benefits office for more details.

TRANSACTIONS
Contributions,  exchanges,  or  redemptions  of a Fund's shares are processed as
soon as they have been received by Vanguard in good order. Good order means that
your request includes complete  information on your contribution,  exchange,  or
redemption, and that Vanguard has received the appropriate assets.
     In all cases,  your transaction  will be based on a Fund's  next-determined
net asset value after  Vanguard  receives  your  request (or, in the case of new
contributions,  the next- determined net asset value after Vanguard receives the
order from your plan administrator).  As long as this request is received before
the close of trading on the New York Stock  Exchange,  generally 4 p.m.  Eastern
time, you will receive that day's net asset value.

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

<PAGE>

43

ACCESSING FUND INFORMATION BY COMPUTER

--------------------------------------------------------------------------------
VANGUARD ON THE WORLD WIDE WEB www.vanguard.com

Use your personal computer to visit Vanguard's education-oriented website, which
provides  timely news and  information  about  Vanguard  funds and services;  an
online  "university"  that  offers  a  variety  of  mutual  fund  classes;   and
easy-to-use,  interactive  tools to help you  create  your  own  investment  and
retirement strategies.
--------------------------------------------------------------------------------

<PAGE>


                     (THIS PAGE INTENTIONALLY LEFT BLANK.)

<PAGE>

GLOSSARY OF INVESTMENT TERMS


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

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

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

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

DIVIDEND INCOME
Payment to  shareholders  of income from  interest or  dividends  generated by a
fund's investments.

EXPENSE RATIO
The  percentage  of a fund's  average net assets used to pay its  expenses.  The
expense ratio  includes  management  fees,  administrative  fees,  and any 12b-1
distribution fees.

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

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

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

NET ASSET VALUE (NAV)

Net asset value per share is computed by dividing the net assets  attributed  to
each share class by the number of shares outstanding for that class.

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.




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

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

TELEPHONE:
1-800-523-1188

TEXT TELEPHONE:
1-800-523-8004

WORLD WIDE WEB:
WWW.VANGUARD.COM

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

Funds' Investment Company Act file
number: 811-26521


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


I040N 102000

<PAGE>

VANGUARD(R)
U.S. STOCK INDEX
FUNDS


Institutional Shares
Prospectus
October ., 2000


VANGUARD INSTITUTIONAL
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


This prospectus contains
financial data for the Funds
through the period ended
June 30, 2000.

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


[THE VANGUARD GROUP LOGO]

<PAGE>


VANGUARD U.S. STOCK INDEX FUNDS
INSTITUTIONAL SHARES
Prospectus
October ., 2000



--------------------------------------------------------------------------------
CONTENTS
1 FUND PROFILES                           32 INVESTMENT ADVISER

 1 Vanguard Institutional Index Fund      33 DIVIDENDS, CAPITAL GAINS, AND TAXES

 4 Vanguard Total Stock Market Index Fund 35 SHARE PRICE

 6 Vanguard Extended Market Index Fund    35 FINANCIAL HIGHLIGHTS

 9 Vanguard Mid-Cap Index Fund            41 INVESTING WITH VANGUARD

 12 Vanguard Small-Cap Index Fund            41 Buying Shares

 15 Vanguard Value Index Fund                43 Redeeming Shares

 18 Vanguard Small-Cap Value Index Fund      45 Other Rules You Should Know

 21 Vanguard Growth Index Fund               47 Fund and Account Updates

 24 Vanguard Small-Cap Growth Index Fund     48 Contacting Vanguard

27 MORE ON THE FUNDS                      GLOSSARY (inside back cover)

32 THE FUNDS AND VANGUARD
--------------------------------------------------------------------------------



--------------------------------------------------------------------------------
WHY READING THIS PROSPECTUS IS IMPORTANT
This  prospectus  explains the  objectives,  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.
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
SHARE CLASSES
Each of the Vanguard Stock Index Funds offers two or three  separate  classes of
shares. This prospectus offers Institutional Shares for all of the Funds as well
as   Institutional   Plus  Shares  for   Vanguard   Institutional   Index  Fund.
Institutional Shares have an investment minimum of $10 million and generally are
not available  through  financial  intermediaries  or retirement plans receiving
special  administrative  services from Vanguard.  For Institutional Plus Shares,
the investment minimum is $200 million.
     Please call Vanguard at 1-800-. to obtain a separate prospectus that offers
Investor  Shares for all of the Vanguard Stock Index Funds  (excluding  Vanguard
Institutional  Index Fund) as well as Admiral Shares for six of these Funds (500
Index Fund,  Total Stock Market Index Fund,  Extended Market Index Fund,  Growth
Index Fund,  Value Index Fund, and Small-Cap  Index Fund).  Investor  Shares and
Admiral  Shares  have  investment  minimums  of  $3,000  ($1,000  for  IRAs) and
$250,000, respectively.
     The Funds'  separate  share classes have different  expenses;  as a result,
their  investment  performances  will vary. ALL REFERENCES IN THIS PROSPECTUS TO
FEES,  EXPENSES AND INVESTMENT  PERFORMANCE RELATE SPECIFICALLY TO INSTITUTIONAL
SHARES, UNLESS OTHERWISE NOTED.
-------------------------------------------------------------------------------



<PAGE>


                                                                               1

FUND PROFILE-- VANGUARD(R) INSTITUTIONAL INDEX FUND



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


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


PRIMARY RISKS
-    THE FUND'S TOTAL RETURN, LIKE STOCK PRICES GENERALLY, WILL FLUCTUATE WITHIN
     A WIDE  RANGE,  SO AN  INVESTOR  COULD  LOSE  MONEY OVER SHORT OR EVEN LONG
     PERIODS.  Stock  markets  tend to move in  cycles,  with  periods of rising
     prices and periods of falling prices.
-    The Fund is also subject to investment style risk, which is the chance that
     returns  from  large-capitalization  stocks will trail  returns  from other
     asset classes or the overall stock market. Large-capitalization stocks tend
     to go through cycles of doing  better--or  worse--than  the stock market in
     general.  These periods  have,  in the past,  lasted for as long as several
     years.


PERFORMANCE/RISK INFORMATION
The following bar chart and table 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. 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-INSTITUTIONAL SHARES
              ----------------------------------------------------
                SCALE -20% -50%
                                1991            30.34%
                                1992            7.54%
                                1993            10.02%
                                1994            1.31%
                                1995            37.60%
                                1996            23.06%
                                1997            33.36%
                                1998            28.79%
                                1999            21.17%
              ----------------------------------------------------
              The Fund's year-to-date return as of the calendar
              quarter ended September 30, 2000 was -1.27%.
              ----------------------------------------------------


     During the period shown in the bar chart, the highest return for a calendar
quarter was 14.99% (quarter ended December 31, 1999) and the lowest return for a
quarter was -6.23% (quarter ended September 30, 1999).
<PAGE>


2


--------------------------------------------------------------------------------
         AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
--------------------------------------------------------------------------------
                                                                  SINCE
                                            1 YEAR    5 YEARS   INCEPTION*
--------------------------------------------------------------------------------
Vanguard Institutional Index Fund
  Institutional Shares                      21.17%     28.65%     19.10%
S&P 500 Index                               21.04      28.56      19.09
--------------------------------------------------------------------------------
*July 31, 1990.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
         AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
--------------------------------------------------------------------------------
                                            1 YEAR          SINCE INCEPTION*
--------------------------------------------------------------------------------
Vanguard Institutional Index Fund
  Institutional Plus Shares                 21.21%                23.08%
S&P 500 Index                               21.04                 22.90
--------------------------------------------------------------------------------
*July 7, 1997.
--------------------------------------------------------------------------------



FEES AND EXPENSES
The following  table  describes the fees and expenses you may pay if you buy and
hold Institutional Shares or Institutional Plus 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.



<TABLE>
<CAPTION>
<S>                                                             <C>                     <C>
                                                           INSTITUTIONAL           INSTITUTIONAL
                                                              SHARES                PLUS SHARES
                                                       -------------------       ----------------
SHAREHOLDER FEES (fees paid directly from your investment)
Sales Charge (Load) Imposed on                                 None                       None
Purchases:
Transaction Fee on Purchases:                                 None*                      None*
Sales Charge (Load) Imposed on Reinvested Dividends:           None                       None
Redemption Fee:                                                None                       None
Exchange Fee:                                                  None                       None

ANNUAL FUND OPERATING EXPENSES (expenses deducted from the Fund's assets)
Management Expenses:                                          0.06%                     0.025%
12b-1 Distribution Fee:                                        None                       None
Other Expenses:                                                  0%                         0%
 TOTAL ANNUAL FUND OPERATING EXPENSES:                        0.06%                     0.025%
</TABLE>

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


                                                                               3

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


      -------------------------------------------------------------------
                                  1 YEAR   3 YEARS   5 YEARS    10 YEARS
      -------------------------------------------------------------------
      Institutional Shares          $6       $19       $34        $77
      Institutional Plus Shares     $3       $8        $14        $32
      -------------------------------------------------------------------

     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.


<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
<S>                                                     <C>
ADDITIONAL INFORMATION
DIVIDENDS AND CAPITAL GAINS                             NEWSPAPER ABBREVIATION
Dividends are distributed quarterly in March,           Institutional Shares--InstIdx
June, September, and December; capital gains,           Institutional Plus Shares--InstPlus
if any, are distributed annually in December
                                                        VANGUARD FUND NUMBER
INVESTMENT ADVISER                                      Institutional Shares--094
The Vanguard Group, Valley Forge, Pa.,                  Institutional Plus Shares--854
since inception
                                                        CUSIP NUMBER
INCEPTION DATE                                          Institutional Shares--922040100
Institutional Shares--July 31, 1990                     Institutional Plus--Shares--922040209
Institutional Plus Shares--July 7, 1997
                                                        TICKER SYMBOL
NET ASSETS AS OF JUNE 30, 2000                          Institutional Shares--VINIX
Institutional Shares--$29.6 billion                     Institutional Plus Shares--VIIIX
Institutional Plus Shares--$7.3 billion
---------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


4

FUND PROFILE--VANGUARD(R) TOTAL STOCK MARKET



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


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


PRIMARY RISK
THE FUND'S TOTAL RETURN, LIKE STOCK PRICES GENERALLY, WILL FLUCTUATE WITHIN A
WIDE RANGE, SO AN INVESTOR COULD LOSE MONEY OVER SHORT OR EVEN LONG PERIODS.
Stock markets tend to move in cycles, with periods of rising prices and periods
of falling prices.


PERFORMANCE/RISK INFORMATION
The following bar chart and table 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-INSTITUTIONAL SHARES
              ----------------------------------------------------
                SCALE -20% -50%
                                1998            23.37%
                                1999            23.93%
              ----------------------------------------------------
              The Fund's year-to-date return as of the calendar
              quarter ended September 30, 2000 was -0.38%.
              ----------------------------------------------------


     During the period shown in the bar chart, the highest return for a calendar
quarter was 21.55% (quarter ended December 31, 1998) and the lowest return for a
quarter was -12.05% (quarter ended September 30, 1998).


--------------------------------------------------------------------------------
         AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
--------------------------------------------------------------------------------
                                                 1 YEAR       SINCE INCEPTION*
--------------------------------------------------------------------------------
Vanguard Total Stock Market Index Fund           23.93%           22.64%
Wilshire 5000 Index                              23.77            22.69
--------------------------------------------------------------------------------
*July 7, 1997.
--------------------------------------------------------------------------------


<PAGE>


                                                                               5

FEES AND EXPENSES
The following  table  describes the fees and expenses you may 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:                                     0.08%
      12b-1 Distribution Fee:                                   None
      Other Expenses:                                          0.02%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                   0.10%

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

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


               -------------------------------------------------
                  1 YEAR      3 YEARS    5 YEARS      10 YEARS
               -------------------------------------------------
                    $10         $32        $56         $128
               -------------------------------------------------

     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.,             CUSIP NUMBER
since inception                                    922908801

INCEPTION DATE                                     TICKER SYMBOL
July 7, 1997                                       VITSX

NET ASSETS (ALL SHARE CLASSES) AS OF
JUNE 30, 2000
$24.3 billion
--------------------------------------------------------------------------------



<PAGE>


6

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



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


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


PRIMARY RISKS
-    THE FUND'S TOTAL RETURN, LIKE STOCK PRICES GENERALLY, WILL FLUCTUATE WITHIN
     A WIDE  RANGE,  SO AN  INVESTOR  COULD  LOSE  MONEY OVER SHORT OR EVEN LONG
     PERIODS.  Stock  markets  tend to move in  cycles,  with  periods of rising
     prices and periods of falling prices.

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

PERFORMANCE/RISK INFORMATION
The following bar chart and table 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-INSTITUTIONAL SHARES
              ----------------------------------------------------
                SCALE -20% -50%
                                1998            8.45%
                                1999           36.45%
              ----------------------------------------------------
              Return figures do not reflect the transaction fee on
              purchases through March 31, 2000. The Fund's year-to-
              date return as of the calendar quarter ended September
              30, 2000 was 4.03%.
              ----------------------------------------------------


<PAGE>


                                                                               7

     During the period shown in the bar chart, the highest return for a calendar
quarter was 29.63% (quarter ended December 31, 1999) and the lowest return for a
quarter was -18.66% (quarter ended September 30, 1998).



--------------------------------------------------------------------------------
         AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
--------------------------------------------------------------------------------
                                          1 YEAR             SINCE INCEPTION*
--------------------------------------------------------------------------------
Vanguard Extended Market Index Fund       36.45%                  22.47%
  Institutional Shares**
Wilshire 4500 Index                       35.37                   22.26
--------------------------------------------------------------------------------
 *July 7, 1997.
**Return figures do not reflect the transaction fee on purchases through
March 31, 2000.
--------------------------------------------------------------------------------



FEES AND EXPENSES
The following  table  describes the fees and expenses you may pay if you buy and
hold  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:                                     0.07%
      12b-1 Distribution Fee:                                   None
      Other Expenses:                                          0.03%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                   0.10%

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

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


               -------------------------------------------------
                  1 YEAR      3 YEARS    5 YEARS      10 YEARS
               -------------------------------------------------
                    $10         $32        $56         $128
               -------------------------------------------------

     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.,   856
since inception
                                         CUSIP NUMBER
INCEPTION DATE                           922908884
July 7, 1997
                                         TICKER SYMBOL
NET ASSETS (ALL SHARE CLASSES) AS OF     VIEIX
JUNE 30, 2000

$6.1 billion
--------------------------------------------------------------------------------


<PAGE>


                                                                               9

FUND PROFILE--VANGUARD(R) 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-sized U.S. companies.  The Fund attempts to replicate the target index by
investing all or substantially  all of its assets in the stocks that make up the
Index.  For a  description  of the  Fund's  replication  technique,  please  see
"Indexing Methods" under MORE ON THE FUNDS.


PRIMARY RISKS
-    THE FUND'S TOTAL RETURN, LIKE STOCK PRICES GENERALLY, WILL FLUCTUATE WITHIN
     A WIDE  RANGE,  SO AN  INVESTOR  COULD  LOSE  MONEY OVER SHORT OR EVEN LONG
     PERIODS.  Stock  markets  tend to move in  cycles,  with  periods of rising
     prices and periods of falling prices.

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


PERFORMANCE/RISK INFORMATION
The following bar chart and table 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 RETURNS-INSTITUTIONAL SHARES
              ----------------------------------------------------
                SCALE -20% -50%
                                1999           15.41%
              ----------------------------------------------------
              The Fund's year-to-date return as of the calendar quarter
              ended September 30, 2000 was 22.77%.
              ----------------------------------------------------


     During the period shown in the bar chart, the highest return for a calendar
quarter was 17.26% (quarter ended December 31, 1999) and the lowest return for a
quarter was -8.20% (quarter ended September 30, 1999).

<PAGE>


10

--------------------------------------------------------------------------------
         AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
--------------------------------------------------------------------------------
                                                    1 YEAR    SINCE INCEPTION*
--------------------------------------------------------------------------------
Vanguard Mid-Cap Index Fund Institutional Shares    15.41%         15.03%
S&P MidCap 400 Index                                14.72          14.12
--------------------------------------------------------------------------------
*May 21, 1998.
--------------------------------------------------------------------------------


FEES AND EXPENSES
The following  table  describes the fees and expenses you may pay if you buy and
hold  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:                                     0.10%
      12b-1 Distribution Fee:                                   None
      Other Expenses:                                          0.02%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                   0.12%


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

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


               -------------------------------------------------
                 1 YEAR      3 YEARS    5 YEARS      10 YEARS
               -------------------------------------------------
                  $12          $39        $68         $154
               -------------------------------------------------

     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.,   864
since inception
                                         CUSIP NUMBER
INCEPTION DATE                           922908835
May 21, 1998
                                         TICKER SYMBOL
NET ASSETS (ALL SHARE CLASSES) AS OF     VMCIX
JUNE 30, 2000
$1.1 billion
--------------------------------------------------------------------------------


<PAGE>


12

FUND PROFILE--VANGUARD(R)  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  made up of the  2,000  smallest
companies  out of the 3,000  largest  U.S.  companies.  The Fund  invests all or
substantially  all of its assets in a  representative  sample of the stocks that
make up the Index.  For a description of the Fund's sampling  technique,  please
see "Indexing Methods" under MORE ON THE FUNDS.


PRIMARY RISKS
-    THE FUND'S TOTAL RETURN, LIKE STOCK PRICES GENERALLY, WILL FLUCTUATE WITHIN
     A WIDE  RANGE,  SO AN  INVESTOR  COULD  LOSE  MONEY OVER SHORT OR EVEN LONG
     PERIODS.  Stock  markets  tend to move in  cycles,  with  periods of rising
     prices and periods of falling prices.

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

PERFORMANCE/RISK INFORMATION
The following bar chart and table 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-INSTITUTIONAL SHARES
              ----------------------------------------------------
                SCALE -20% -50%
                                1998           -2.50%
                                1999           23.33%
              ----------------------------------------------------
              Return figures do not reflect the transaction fee on
              purchases through March 31, 2000. The Fund's year-to-
              date return as of the calendar quarter ended September
              30, 2000 was 4.48%.
              ----------------------------------------------------


     During the period shown in the bar chart, the highest return for a calendar
quarter was 18.63% (quarter ended December 31, 1999) and the lowest return for a
quarter was -20.12% (quarter ended September 30, 1998).
<PAGE>


                                                                              13

--------------------------------------------------------------------------------
           AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
--------------------------------------------------------------------------------
                                    1 YEAR               SINCE INCEPTION*
--------------------------------------------------------------------------------
Vanguard Small-Cap Index Fund        23.33%                   12.49%
  Institutional Shares**
Russell 2000 Index                   21.26                    11.58
--------------------------------------------------------------------------------
*July 7, 1997.
**Return figures do not reflect the transaction fee on purchases through
 March 31, 2000.
--------------------------------------------------------------------------------



FEES AND EXPENSES
     The following  table describes the fees and expenses you may pay if you buy
     and hold 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:                                     0.10%
      12b-1 Distribution Fee:                                   None
      Other Expenses:                                          0.02%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                   0.12%

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

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


               -------------------------------------------------
                  1 YEAR      3 YEARS    5 YEARS      10 YEARS
               -------------------------------------------------
                    $12         $39        $68         $154
               -------------------------------------------------


     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.,   857
since inception
                                         CUSIP NUMBER
INCEPTION DATE                           922908876
July 7, 1997
                                         TICKER SYMBOL
NET ASSETS (ALL SHARE CLASSES) AS OF     VSCIX
JUNE 30, 2000
$4.6 billion
--------------------------------------------------------------------------------


<PAGE>


                                                                              15

FUND PROFILE--VANGUARD(R) VALUE INDEX FUND



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


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


PRIMARY RISKS
-    THE FUND'S TOTAL RETURN, LIKE STOCK PRICES GENERALLY, WILL FLUCTUATE WITHIN
     A WIDE  RANGE,  SO AN  INVESTOR  COULD  LOSE  MONEY OVER SHORT OR EVEN LONG
     PERIODS.  Stock  markets  tend to move in  cycles,  with  periods of rising
     prices and periods of falling prices.
-    The Fund is also subject to investment style risk, which is the chance that
     returns  from  large-capitalization  value  stocks will trail  returns from
     other asset classes or the overall  stock  market.  Value stocks tend to go
     through cycles of doing better--or worse--than the stock market in general.
     These periods have, in the past, lasted for as long as several years.


PERFORMANCE/RISK INFORMATION
The following bar chart and table 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 RETURNS-INSTITUTIONAL SHARES
              ----------------------------------------------------
                SCALE -20% -50%
                                1999           12.67%
              ----------------------------------------------------
              The Fund's year-to-date return as of the calendar quarter
              ended September 30, 2000 was 4.39%.
              ----------------------------------------------------


     During the period shown in the bar chart, the highest return for a calendar
quarter was 10.78%  (quarter  ended June 30,  1999) and the lowest  return for a
quarter was -9.22% (quarter ended September 30, 1999).
<PAGE>


16

--------------------------------------------------------------------------------
         AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
--------------------------------------------------------------------------------
                                                    1 YEAR    SINCE INCEPTION*
--------------------------------------------------------------------------------
Vanguard Value Index Fund Institutional Shares      12.67%          8.79%
S&P 500/BARRA Value Index                           12.72           8.78
--------------------------------------------------------------------------------
*July 2, 1998.
--------------------------------------------------------------------------------



FEES AND EXPENSES
The following  table  describes the fees and expenses you may 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:                                     0.10%
      12b-1 Distribution Fee:                                   None
      Other Expenses:                                          0.02%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                   0.12%

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

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


               -------------------------------------------------
                  1 YEAR      3 YEARS    5 YEARS      10 YEARS
               -------------------------------------------------
                    $12         $39        $68         $154
               -------------------------------------------------


     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.,             CUSIP NUMBER
since inception                                    922908850

INCEPTION DATE                                     TICKER SYMBOL
July 2, 1998                                       VIVIX

NET ASSETS (ALL SHARE CLASSES) AS OF
JUNE 30, 2000
$4 billion
--------------------------------------------------------------------------------



<PAGE>


18

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



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


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


PRIMARY RISKS
-    THE FUND'S TOTAL RETURN, LIKE STOCK PRICES GENERALLY, WILL FLUCTUATE WITHIN
     A WIDE  RANGE,  SO AN  INVESTOR  COULD  LOSE  MONEY OVER SHORT OR EVEN LONG
     PERIODS.  Stock  markets  tend to move in  cycles,  with  periods of rising
     prices and periods of falling prices.

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

PERFORMANCE/RISK INFORMATION
The following bar chart and table provide an indication of the risk of investing
in the Fund. Because calendar-year  performance information is not yet available
for the Fund's Institutional  Shares, the information presented in the bar chart
and table  reflects the  performance  of the Fund's  Investor  Shares (which are
offered  through  a  separate  prospectus).   Performance  information  for  the
Institutional  Shares would be substantially  similar,  since both share classes
represent the same  portfolio of  securities;  their returns  differ only to the
extent that the expenses of the two classes differ.

     The bar chart shows the  performance of the Fund's  Investor  Shares in the
one full  calendar  year since  inception  of the Fund.  The table shows how the
Fund's  average  annual total returns for one year and since  inception (for the
Fund's  Investor  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.
<PAGE>


19


               ----------------------------------------------------
                      ANNUAL TOTAL RETURNS-INVESTOR SHARES
               ----------------------------------------------------
                SCALE -20% -50%
                                1999           3.35%
               ----------------------------------------------------
              The return figure does not reflect the account maintenance
              fee imposed on accounts with balances of less than $10,000
              for Investor Shares or the transaction fee on purchases.
              The Fund's year-to-date return as of the calendar quarter
              ended September 30, 2000 was 13.41%.
              ----------------------------------------------------


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


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


FEES AND EXPENSES
     The following  table describes the fees and expenses you may pay if you buy
and hold 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:                                     0.10%
      12b-1 Distribution Fee:                                   None
      Other Expenses:                                          0.03%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                   0.13%

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


20

     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
                -------------------------------------------------
                    $63         $92       $123         $216
               -------------------------------------------------

     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         SmValIst

INVESTMENT ADVISER                       VANGUARD FUND NUMBER
The Vanguard Group, Valley Forge, Pa.,   865
since inception
                                         CUSIP NUMBER
INCEPTION DATE                           922908785
December 7, 1999

NET ASSETS (ALL SHARE CLASSES) AS OF
JUNE 30, 2000
$279 million
--------------------------------------------------------------------------------



<PAGE>


                                                                              21

FUND PROFILE--VANGUARD(R) GROWTH INDEX FUND



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


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


PRIMARY RISKS
THE FUND'S TOTAL RETURN, LIKE STOCK PRICES GENERALLY, WILL FLUCTUATE WITHIN A
WIDE RANGE, SO AN INVESTOR COULD LOSE MONEY OVER SHORT OR EVEN LONG PERIODS.
Stock markets tend to move in cycles, with periods of rising prices and periods
of falling prices. The Fund is also subject to:
-    Investment   style   risk,   which  is  the  chance   that   returns   from
     large-capitalization  growth  stocks  will trail  returns  from other asset
     classes or the  overall  stock  market.  Growth  stocks  tend to go through
     cycles of doing better--or  worse--than the stock market in general.  These
     periods have, in the past, lasted for as long as several years.
-    Nondiversification  risk,  which is the chance that the Fund's  performance
     could be hurt  disproportionately  by a decline  in the price of just a few
     stocks. This is because the Fund invests a greater percentage of its assets
     in the stocks of fewer companies as compared with other mutual funds.


PERFORMANCE/RISK INFORMATION
The following bar chart and table 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 RETURNS-INSTITUTIONAL SHARES
              ----------------------------------------------------
                SCALE -20% -50%
                                1999           28.91%
              ----------------------------------------------------
              The Fund's year-to-date return as of the calendar quarter
              ended September 30, 2000 was -6.36%.
              ----------------------------------------------------



<PAGE>


22

     During the period shown in the bar chart, the highest return for a calendar
quarter was 20.21% (quarter ended December 31, 1999) and the lowest return for a
quarter was -3.52% (quarter ended September 30, 1999).



--------------------------------------------------------------------------------
         AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
--------------------------------------------------------------------------------
                                                    1 YEAR    SINCE INCEPTION*
--------------------------------------------------------------------------------
Vanguard Growth Index Fund Institutional Shares     28.91%         31.15%
S&P 500/BARRA Growth Index                          28.25          30.61
--------------------------------------------------------------------------------
*May 14, 1998.
--------------------------------------------------------------------------------



FEES AND EXPENSES
The following  table  describes the fees and expenses you may 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:                                     0.10%
      12b-1 Distribution Fee:                                   None
      Other Expenses:                                          0.02%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                   0.12%

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

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


               -------------------------------------------------
                 1 YEAR      3 YEARS    5 YEARS      10 YEARS
               -------------------------------------------------
                    $12         $39        $68         $154
               -------------------------------------------------


     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.,             CUSIP NUMBER
since inception                                    922908868

INCEPTION DATE                                     TICKER SYMBOL
May 14, 1998                                       VIGIX

NET ASSETS (ALL SHARE CLASSES) AS OF
JUNE 30, 2000
$17.2 billion
--------------------------------------------------------------------------------

<PAGE>


24

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



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


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


PRIMARY RISKS
-    THE FUND'S TOTAL RETURN, LIKE STOCK PRICES GENERALLY, WILL FLUCTUATE WITHIN
     A WIDE  RANGE,  SO AN  INVESTOR  COULD  LOSE  MONEY OVER SHORT OR EVEN LONG
     PERIODS.  Stock  markets  tend to move in  cycles,  with  periods of rising
     prices and periods of falling prices.

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


PERFORMANCE/RISK INFORMATION
The following bar chart and table provide an indication of the risk of investing
in the Fund. Because calendar-year  performance information is not yet available
for the Fund's Institutional  Shares, the information presented in the bar chart
and table  reflects the  performance  of the Fund's  Investor  Shares (which are
offered  through  a  separate  prospectus).   Performance  information  for  the
Institutional  Shares would be substantially  similar,  since both share classes
represent the same  portfolio of  securities;  their returns  differ only to the
extent that the expenses of the two classes differ.
     The bar chart shows the  performance of the Fund's  Investor  Shares in the
one full  calendar  year since  inception  of the Fund.  The table shows how the
Fund's  average  annual total returns for one year and since  inception (for the
Fund's  Investor  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.


<PAGE>


25


              ----------------------------------------------------
                      ANNUAL TOTAL RETURNS-INVESTOR SHARES
              ----------------------------------------------------
                SCALE -20% -50%
                                1999           19.80%
              ----------------------------------------------------
             The return figure does not reflect the account maintenance
             fee imposed on accounts with balances of less than $10,000
             for Investor Shares or the transaction fee on purchases.
             The Fund's year-to-date return as of the calendar quarter
             ended September 30, 2000 was 11.97%.
              ----------------------------------------------------



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

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



FEES AND EXPENSES
The following  table  describes the fees and expenses you may pay if you buy and
hold Institutional  Shares of the Fund. Because the Institutional  shares of the
Fund have not had a full fiscal year of operating  history,  the expenses  shown
under Annual Fund Operating Expenses are estimates.


      SHAREHOLDER FEES (fees paid directly from your investment)
      Sales Charge (Load) Imposed on Purchases:                 None
      Transaction Fee on Purchases:                           0.50%*
      Sales Charge (Load) Imposed on Reinvested Dividends:      None
      Redemption Fee:                                           None
      Exchange Fee:                                             None


      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the
      Fund's assets)
      Management Expenses:                                     0.10%
      12b-1 Distribution Fee:                                   None
      Other Expenses:                                          0.03%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                   0.13%

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


26

     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
               -------------------------------------------------
                   $63         $92       $123         $216
               -------------------------------------------------


     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         SmGthIst

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

NET ASSETS (ALL SHARE CLASSES) AS OF
JUNE 30, 2000
$386 million
--------------------------------------------------------------------------------

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

             ------------------------------------------------------
                                    NUMBER OF     NUMBER OF STOCKS
             FUND                  STOCKS HELD    IN TARGET INDEX
             ------------------------------------------------------
             Institutional Index        505              500
             Total Stock Market       3,375            7,093
             Extended Market          2,843            6,605
             Mid-Cap                    402              400
             Small-Cap                1,768            1,857
             Value                      398              394
             Small-Cap Value            406              403
             Growth                     110              106
             Small-Cap Growth           198              197
             ------------------------------------------------------


<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 value.  Value funds generally  emphasize stocks of
companies  from which the market does not expect  strong  growth.  The prices of
value stocks  typically are  below-average  in  comparison  with such factors as
earnings and book value, and these stocks typically have above-average  dividend
yields.  Growth and value stocks have, in the past,  produced similar  long-term
returns,  though each  category has periods when it  outperforms  the other.  In
general,  growth funds appeal to investors  who will accept more  volatility  in
hopes of a greater  increase  in share  price.  Growth  funds also may appeal to
investors with taxable accounts who want a higher  proportion of returns to come
as capital gains (which may be taxed at lower rates than dividend income). Value
funds, by contrast,  are appropriate for investors who want some dividend income
and the  potential  for capital  gains,  but are less  tolerant  of  share-price
fluctuations.
--------------------------------------------------------------------------------



ADDITIONAL RISK INFORMATION

[FLAG]EACH FUND IS SUBJECT TO MARKET RISK, WHICH IS THE CHANCE THAT STOCK PRICES
     OVERALL WILL DECLINE OVER SHORT OR EVEN LONG PERIODS. STOCK MARKETS TEND TO
     MOVE IN CYCLES,  WITH PERIODS OF RISING STOCK PRICES AND PERIODS OF FALLING
     STOCK PRICES.

     To illustrate the volatility of stock prices, the following table shows the
best,  worst,  and average total returns for the U.S.  stock market over various
periods as measured by the S&P 500 Index, which--in addition to being the target
index for the  Institutional  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 common
stocks for all of the 5-year periods was 11.0%,  returns for  individual  5-year
periods  ranged from a -12.4%  average  (from 1928 through  1932) to 28.6% (from
1995 through 1999).  These average  returns  reflect past  performance on common
stocks;  you should not regard  them as an  indication  of future  returns  from
either the stock market as a whole or any Fund in particular.
<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  CHANCE  THAT  RETURNS  FROM A  SPECIFIC  TYPE OF  STOCK  (FOR
     INSTANCE,  SMALL-CAP OR VALUE) WILL TRAIL  RETURNS FROM OTHER ASSET CLASSES
     OR THE OVERALL STOCK MARKET.  EACH TYPE OF STOCK TENDS TO GO THROUGH CYCLES
     OF DOING  BETTER--OR  WORSE--THAN  COMMON STOCKS IN GENERAL.  THESE PERIODS
     HAVE, IN THE PAST, LASTED FOR AS LONG AS SEVERAL YEARS.


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

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



<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  who do not  generate  the  costs.  All  transaction  fees are paid
directly into the fund itself  (unlike a sales charge or load that  non-Vanguard
funds may impose to compensate their sales representatives). Without transaction
fees, some index funds would have trouble tracking their target indexes.

COSTS AND MARKET-TIMING
Some  investors  try to profit from a strategy  called  market-timing--switching
money into  investments  when they expect  prices to rise,  and taking money out
when they expect  prices to fall.  As money is shifted in and out, a fund incurs
expenses  for buying and selling  securities.  These costs are borne by all fund
shareholders,  including the long-term  investors who do not generate the costs.
Therefore,  the  Institutional  Index Fund and the 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.
-    Two  of  the  Funds  (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.


--------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                             THE COSTS OF INVESTING
Costs are an important  consideration in choosing a mutual fund.  That's because
you, as a shareholder,  pay the costs of operating a fund,  plus any transaction
costs  associated with the fund's buying and selling of securities.  These costs
can erode a substantial  portion of the gross income or capital  appreciation  a
fund achieves. Even seemingly small differences in fund expenses can, over time,
have a dramatic effect on a fund's performance.
--------------------------------------------------------------------------------



TURNOVER RATE

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


                                                                              31

years (or since inception of the applicable share class, if shorter) is shown in
the FINANCIAL HIGHLIGHTS section of this prospectus.


--------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                                 TURNOVER RATE
Before  investing in a mutual fund,  you should review its turnover  rate.  This
gives an  indication  of how  transaction  costs could affect the fund's  future
returns.  In general,  the greater the volume of buying and selling by the fund,
the greater the impact that brokerage  commissions and other  transaction  costs
will have on its return. Also, funds with high turnover rates may be more likely
to generate  capital gains that must be  distributed to  shareholders  as income
subject to taxes.  As of  December  31,  1999,  the  average  turnover  rate for
passively  managed  domestic  equity index funds  investing in common stocks was
approximately  18%; for all domestic stock funds,  the average turnover rate was
approximately 89%, according to Morningstar, Inc. (A turnover rate of 100% would
occur, for example, if a fund sold and replaced securities valued at 100% of its
net assets within a one-year period.)
--------------------------------------------------------------------------------


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

     Each Fund may invest in foreign securities to the extent necessary to carry
out its investment  strategy of holding all, or a representative  sample, of the
stocks that make up the index it tracks.  It is not expected  that any Fund will
invest more than 5% of its assets in foreign securities.

     Although index funds, by their nature, tend to be tax-efficient  investment
vehicles, the Funds generally are managed without regard to tax ramifications.
     To track their target indexes as closely as possible,  the Funds attempt to
remain fully invested (at least 95% of total assets) in the stocks of the index.
To help stay fully  invested,  and to reduce  transaction  costs,  the Funds may
invest,  to a limited  extent,  in  futures  and  options  contracts,  warrants,
convertible securities, and swap agreements, which are types of derivatives.
     Losses (or gains) involving futures can sometimes be  substantial--in  part
because a relatively small price movement in a futures contract may result in an
immediate  and  substantial  loss (or gain) for a fund.  Similar risks exist for
warrants  (securities  that permit their owners to purchase a specific number of
stock shares at a predetermined price),  convertible securities (securities that
may be exchanged for another  asset),  and swap  agreements  (contracts in which
each  party  agrees  to make  payments  to the  other  based on the  return of a
specified index or asset).
     For this  reason,  the  Funds  will  not use  futures,  options,  warrants,
convertible  securities,  or swap  agreements  for  speculative  purposes  or as
leveraged  investments  that  magnify  the gains or losses of an  investment.  A
Fund's  obligation  under futures  contracts  will not exceed 20% of that Fund's
total assets.
     The reasons for which a Fund will invest in futures and options are:
-    To keep cash on hand to meet  shareholder  redemptions or other needs while
     simulating full investment in stocks.
<PAGE>


32

-    To reduce the Fund's  transaction costs or add value when these instruments
     are favorably priced.


PENDING LEGAL PROCEEDINGS
On June 8, 2000,  Vanguard was sued by McGraw-Hill  over Vanguard's right to use
certain Standard & Poor's (S&P) trademarks and other intellectual property owned
by McGraw-Hill.  The suit currently is pending in the federal district court for
the  Southern  District of New York.  The suit  requests,  among  other  things:
monetary  damages;  injunctive relief that would prevent Vanguard from using S&P
indexes and S&P trademarks in connection with Vanguard's  potential  offering of
an  exchange-traded  class of shares of the Funds;  and declaratory  relief that
McGraw-Hill is entitled to terminate the license  agreement that grants Vanguard
the right to use certain S&P indexes and S&P trademarks.  Vanguard believes that
it should prevail in these proceedings;  however,  there is no assurance that it
will do so.



THE FUNDS AND VANGUARD


All Vanguard U.S. Stock Index Funds,  except Vanguard  Institutional Index Fund,
are members of The Vanguard Group, a family of more than 35 investment companies
with more than 100 funds  holding  assets worth more than $570  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
1975,  serves as the Funds'  adviser.  As of June 30, 2000,  Vanguard  served as
adviser for about $388.1 billion 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
<PAGE>


                                                                              33

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 six months ended June 30, 2000,  the investment  advisory  expenses
for the Institutional Share classes of the U.S. Stock Index Funds represented an
effective annual rate of approximately 0.01% of each Fund's average net assets.

     The Funds have  authorized  Vanguard to choose brokers or dealers to handle
the purchase and sale of securities for the Funds, and to get the best available
price and most  favorable  execution  from  these  brokers  with  respect to all
transactions.  The Funds may  direct  Vanguard  to use a  particular  broker for
certain  transactions  in exchange for commission  rebates or research  services
provided to the Funds.



--------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                              THE FUNDS' ADVISER
The individual  responsible for overseeing each Fund's investments is: GEORGE U.
SAUTER, Managing Director of Vanguard and head of Vanguard's Quantitative Equity
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 Funds may occasionally be required to make supplemental  dividend or capital
gains  distributions  at some  other  time  during  the  year.  You can  receive
distributions of income dividends or capital gains in cash, or you can have them
automatically reinvested in more shares of the Fund.


--------------------------------------------------------------------------------
                               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>


34

BASIC TAX POINTS

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


ANY  CONVERSION  BETWEEN  CLASSES  OF SHARES  OF THE SAME FUND IS A  NON-TAXABLE
EVENT. BY CONTRAST, A CONVERSION BETWEEN CLASSES OF SHARES OF DIFFERENT FUNDS IS
A TAXABLE EVENT.


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


GENERAL INFORMATION

BACKUP  WITHHOLDING.   By  law,  Vanguard  must  withhold  31%  of  any  taxable
distributions or redemptions from your account if you do not:
-    provide us with your correct taxpayer identification number;
-    certify that the taxpayer number is correct; and
-    confirm that you are not subject to backup withholding.
Similarly,  Vanguard  must withhold from your account if the IRS instructs us to
do so.
FOREIGN  INVESTORS.  The Vanguard funds  generally do not offer their shares for
sale outside of the United States.  Foreign  investors should be aware that U.S.
withholding and estate taxes may apply to any investments in Vanguard funds.
<PAGE>


35

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.



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  dividing  the net  assets
attributed  to each  share  class by the number of shares  outstanding  for that
class.
     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.".



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,
plus the six months  ended  June 30,  2000,  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.  The information for the six-month period
ended June 30, 2000,  has not been audited by independent  accountants.  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.


<PAGE>


36

FINANCIAL HIGHLIGHTS (CONTINUED)


--------------------------------------------------------------------------------
                               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 the six months  ended  June 30,  2000 with a net asset
value (price) of $134.02 per share. During the period, the Fund earned $0.71 per
share from investment  income  (interest and dividends).  There was a decline of
$1.20 per share from investments that had depreciated in value or that were sold
for lower prices than the Fund paid for them.

Shareholders  received $0.68 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.

Investment  losses  ($0.49 per share) plus the  distributions  ($0.68 per share)
resulted  in a share  price  of  $132.85  at the end of the  period.  This was a
decrease  of $1.17 per share  (from  $134.02 at the  beginning  of the period to
$132.85  at  the  end of the  period).  For a  shareholder  who  reinvested  the
distributions in the purchase of more shares, the total return from the Fund was
-0.37% for the period.

As of June 30, 2000, the Fund had $29.6 billion in net assets. For the six month
period, its annualized expense ratio was 0.06% ($0.60 per $1,000 of net assets);
and its annualized net  investment  income  amounted to 1.10% of its average net
assets. It sold and replaced securities valued at 11% of its net assets.
--------------------------------------------------------------------------------



<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
                                                                          VANGUARD INSTITUTIONAL INDEX FUND
                                                                                 INSTITUTIONAL SHARES
                                                                                YEAR ENDED DECEMBER 31,
                                                   SIX MONTHS ENDED -------------------------------------------------------
                                                     JUNE 30, 2000*         1999     1998        1997      1996        1995
---------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>          <C>      <C>          <C>       <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD                        $134.02      $112.85  $189.56      $68.86    $57.93      $43.22
---------------------------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                                          .71        1.501    1.429       1.391      1.38        1.28
 Net Realized and Unrealized Gain
  (Loss) on Investments                                       (1.20)      22.143   24.177      21.415     11.90       14.86
                                                  -------------------------------------------------------------------------
  Total from Investment Operations                             (.49)      23.644   25.606      22.806     13.28       16.14
                                                  -------------------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment
  Income                                                       (.68)      (1.514)  (1.416)     (1.391)    (1.36)      (1.27)
 Distributions from Realized Capital Gains                       --        (.960)   (.900)      (.715)     (.99)       (.16)
                                                  -------------------------------------------------------------------------
  Total Distributions                                          (.68)      (2.474)  (2.316)     (2.106)    (2.35)      (1.43)
---------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                              $132.85      $134.02  $112.85      $89.56    $68.86      $57.93
===========================================================================================================================
TOTAL RETURN                                                 -0.37%       21.17%   28.79%      33.36%    23.06%      37.60%
===========================================================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period (Millions)                       $29,644      $28,918  $22,338     $15,348   $11,426      $6,674
 Ratio of Total Expenses to
  Average Net Assets                                        0.06%**        0.06%    0.06%       0.06%     0.06%       0.06%
 Ratio of Net Investment Income to
  Average Net Assets                                        1.10%**        1.25%    1.46%       1.77%     2.18%       2.49%
 Turnover Rate***                                             11%**          14%      11%          7%        9%          4%
===========================================================================================================================
</TABLE>



 *Unaudited.
**Annualized.
***Turnover rates excluding in-kind  redemptions were 7%, 3%,7%, 6%, 9%, and 4%,
respectively.



<PAGE>


                                                                              37


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                                                                VANGUARD INSTITUTIONAL INDEX FUND
                                                                                          PLUS SHARES
                                                                          YEAR ENDED DEC. 31,
                                                    SIX MONTHS ENDED     ---------------------          JULY 7** TO
                                                    JUNE 30, 2000*         1999          1998         DEC. 31, 1997
-------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>           <C>           <C>                   <C>
NET ASSET VALUE, BEGINNING OF PERIOD                       $134.02       $112.85       $ 89.56               $84.91
-------------------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                                        .734         1.542         1.464                 .681
 Net Realized and Unrealized Gain (Loss)
  on Investments                                            (1.192)       22.143        24.177                5.455
                                                  -----------------------------------------------------------------
  Total from
    Investment Operations                                    (.458)       23.685        25.641                6.136
                                                  -----------------------------------------------------------------
 DISTRIBUTIONS
 Dividends from Net Investment Income                        (.702)       (1.555)       (1.451)               (.866)
 Distributions from Realized Capital Gains                      --         (.960)        (.900)               (.620)
                                                  -----------------------------------------------------------------
  Total Distributions                                        (.702)       (2.515)       (2.351)              (1.486)
-------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                             $132.86       $134.02       $112.85               $89.56
===================================================================================================================
TOTAL RETURN                                                -0.35%        21.21%        28.83%                7.29%
===================================================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period (Millions)                       $7,347        $6,861        $4,951               $3,488
 Ratio of Total Expenses to Average Net Assets           0.025%***        0.025%        0.025%            0.025%***
 Ratio of Net Investment Income to
  Average Net Assets                                      1.14%***         1.29%         1.49%             1.72%***
 Turnover Rate+                                             11%***           14%           11%                   7%
===================================================================================================================
</TABLE>


 *Unaudited.
 **Inception.
***Annualized.
+Turnover  rates  excluding  in-kind  redemptions  were  7%,  3%,  7%,  and  6%,
respectively.



<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                                                           VANGUARD TOTAL STOCK MARKET INDEX FUND
                                                                                      INSTITUTIONAL SHARES
                                                                          YEAR ENDED DEC. 31,
                                                    SIX MONTHS ENDED     ---------------------          JULY 7** TO
                                                    JUNE 30, 2000*          1999          1998        DEC. 31, 1997
-------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>           <C>           <C>                  <C>
NET ASSET VALUE, BEGINNING OF PERIOD                        $33.22        $27.42        $22.64               $21.27
-------------------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                                        .177          .344          .359                 .172
 Net Realized and Unrealized Gain (Loss)
  on Investments                                             (.382)        6.133         4.898                1.642
                                                  -----------------------------------------------------------------
  Total from Investment Operations                           (.205)        6.477         5.257                1.814
                                                  -----------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income                        (.165)        (.357)        (.352)               (.214)
 Distributions from Realized Capital Gains                   (.060)        (.320)        (.125)               (.230)
                                                      -------------------------------------------------------------
  Total Distributions                                        (.225)        (.677)        (.477)               (.444)
-------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                              $32.79        $33.22        $27.42               $22.64
===================================================================================================================
TOTAL RETURN                                                -0.64%        23.93%        23.37%                8.60%
===================================================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period (Millions)                       $4,505        $4,006        $2,445               $1,504
 Ratio of Total Expenses to Average Net Assets            0.10%***         0.10%         0.10%             0.10%***
 Ratio of Net Investment Income to
  Average Net Assets                                      1.10%***         1.26%         1.53%             1.70%***
 Turnover Rate                                              8%***+            3%            3%                   2%
===================================================================================================================
</TABLE>



  *Unaudited.
 **Inception.
***Annualized.
+The turnover rate excluding in-kind redemptions was 4%.


<PAGE>


38


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                                                            VANGUARD EXTENDED MARKET INDEX FUND
                                                                                    INSTITUTIONAL SHARES
                                                                           YEAR ENDED DEC. 31,
                                                    SIX MONTHS ENDED     ---------------------          JULY 7** TO
                                                    JUNE 30, 2000*          1999          1998        DEC. 31, 1997
-------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>           <C>           <C>                  <C>
NET ASSET VALUE, BEGINNING OF PERIOD                        $37.09        $30.63        $30.76               $29.28
-------------------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                                        .163          .363          .427                 .200
 Net Realized and Unrealized Gain (Loss)
  on Investments                                              .077        10.101         2.025                3.191
                                                  -----------------------------------------------------------------
   Total from Investment Operations                           .240        10.464         2.452                3.391
                                                  -----------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income                           --         (.364)        (.412)               (.371)
 Distributions from Realized Capital Gains                  (1.110)       (3.640)       (2.170)              (1.540)
                                                  -----------------------------------------------------------------
   Total Distributions                                      (1.110)       (4.004)       (2.582)              (1.911)
-------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                              $36.22        $37.09        $30.63               $30.76
===================================================================================================================
TOTAL RETURN***                                              0.22%        36.45%         8.45%               11.82%
===================================================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period (Millions)                       $1,069          $870          $456                 $415
 Ratio of Total Expenses to Average Net Assets              0.10%+         0.10%         0.10%               0.10%+
 Ratio of Net Investment Income to Average
  Net Assets                                                0.96%+         1.18%         1.34%               1.43%+
 Turnover Rate                                                30%+           26%           27%                  15%
===================================================================================================================
</TABLE>



 *Unaudited.
 **Inception.
***Total return figures do not reflect transaction fees on purchases (0.25% from
October 31, 1997 through March 31, 2000; 0.5% from inception through October 31,
1997).
 +Annualized.




<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                                                            VANGUARD MID-CAP INDEX FUND
                                                                                INSTITUTIONAL SHARES
                                                  SIX MONTHS ENDED             YEAR ENDED               MAY 20** TO
                                                    JUNE 30, 2000*          DEC. 31, 1999             DEC. 31, 1998
-------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>                    <C>                       <C>
NET ASSET VALUE, BEGINNING OF PERIOD                        $11.30                 $10.79                    $10.03
-------------------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                                        .061                   .083                      .055
 Net Realized and Unrealized Gain (Loss)
  on Investments                                             1.009                  1.448                      .814
                                                  -----------------------------------------------------------------
  Total from Investment Operations                           1.070                  1.531                      .869
                                                  -----------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income                           --                  (.086)                    (.059)
 Distributions from Realized Capital Gains                  (0.150)                 (.935)                    (.050)
                                                  -----------------------------------------------------------------
  Total Distributions                                       (0.150)                (1.021)                    (.109)
-------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                              $12.22                 $11.30                    $10.79
===================================================================================================================
TOTAL RETURN***                                              9.43%                 15.41%                     8.61%
===================================================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period (Millions)                         $239                   $143                       $39
 Ratio of Total Expenses to Average Net Assets              0.12%+                  0.12%                    0.12%+
 Ratio of Net Investment Income to Average
  Net Assets                                                1.08%+                  1.11%                    1.30%+
 Turnover Rate                                                59%+                    38%                       44%
===================================================================================================================
</TABLE>




 *Unaudited.
**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 figures do not reflect the 0.25%  transaction  fee on purchases
(from inception through February 28, 1999).
 +Annualized.


<PAGE>


                                                                              39


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                                                                VANGUARD SMALL-CAP INDEX FUND
                                                                                    INSTITUTIONAL SHARES
                                                                          YEAR ENDED DEC. 31,
                                                    SIX MONTHS ENDED     ---------------------          JULY 7** TO
                                                    JUNE 30, 2000*          1999          1998        DEC. 31, 1997
-------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>           <C>           <C>                  <C>
NET ASSET VALUE, BEGINNING OF PERIOD                        $23.61        $21.20        $23.75               $22.56
-------------------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                                        .129          .295          .336                 .158
 Net Realized and Unrealized Gain (Loss)
  on Investments                                              .726         4.491        (1.007)               2.370
                                                  -----------------------------------------------------------------
   Total from Investment Operations                           .855         4.786         (.671)               2.528
                                                  -----------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income                           --         (.296)        (.329)               (.288)
 Distributions from Realized Capital Gains                   (.215)       (2.080)       (1.550)              (1.050)
                                                  -----------------------------------------------------------------
   Total Distributions                                       (.215)       (2.376)       (1.879)              (1.338)
-------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                              $24.25        $23.61        $21.20               $23.75
===================================================================================================================
TOTAL RETURN***                                              3.54%        23.33%        -2.50%               11.42%
===================================================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period (Millions)                         $492          $415          $264                 $137
 Ratio of Total Expenses to Average Net Assets              0.13%+         0.12%         0.12%               0.12%+
 Ratio of Net Investment Income to Average
  Net Assets                                                1.17%+         1.37%         1.53%               1.52%+
 Turnover Rate                                                70%+           42%           35%                  29%
===================================================================================================================
</TABLE>




 *Unaudited.
 **Inception.
***Total  return  figures do not reflect the 0.5%  transaction  fee on purchases
(from inception through March 31, 2000).
 +Annualized.



<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                                                                VANGUARD VALUE INDEX FUND
                                                                                  INSTITUTIONAL SHARES
                                                  SIX MONTHS ENDED             YEAR ENDED               JULY 2** TO
                                                    JUNE 30, 2000*          DEC. 31, 1999             DEC. 31, 1998
-------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>                    <C>                       <C>
NET ASSET VALUE, BEGINNING OF PERIOD                        $22.89                 $22.51                    $23.22
-------------------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                                         .19                   .377                      .196
 Net Realized and Unrealized Gain (Loss)
  on Investments                                             (1.10)                 2.342                     (.060)
                                                  -----------------------------------------------------------------
  Total from Investment Operations                            (.91)                 2.719                      .136
                                                  -----------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income                         (.18)                 (.384)                    (.236)
 Distributions from Realized Capital Gains                    (.41)                (1.955)                    (.610)
                                                  -----------------------------------------------------------------
  Total Distributions                                         (.59)                (2.339)                    (.846)
-------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                              $21.39                 $22.89                    $22.51
===================================================================================================================
TOTAL RETURN                                                -4.08%                 12.67%                     0.69%
===================================================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period (Millions)                         $694                   $460                      $186
 Ratio of Total Expenses to Average Net Assets            0.12%***                  0.12%                  0.12%***
 Ratio of Net Investment Income to Average
  Net Assets                                              1.74%***                  1.68%                  1.90%***
 Turnover Rate                                              32%***                    41%                       33%
===================================================================================================================
</TABLE>



 *Unaudited.
 **Inception.
***Annualized.


<PAGE>


40


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                                                        VANGUARD SMALL-CAP VALUE INDEX FUND
                                                                               INSTITUTIONAL SHARES
                                                                         SIX MONTHS ENDED               DEC. 7** TO
                                                                           JUNE 30, 2000*             DEC. 31, 1999
-------------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>                       <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                                $8.45                     $8.74
-------------------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                                                               .044                      .009
 Net Realized and Unrealized Gain (Loss)
   on Investments                                                                    .396                      .226
                                                                ---------------------------------------------------
  Total from Investment Operations                                                   .440                      .235
                                                                ---------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income                                                  --                     (.070)
 Distributions from Realized Capital Gains                                          (.250)                    (.455)
                                                                ---------------------------------------------------
   Total Distributions                                                              (.250)                    (.525)
-------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                                      $8.64                     $8.45
===================================================================================================================
TOTAL RETURN***                                                                     5.25%                     2.83%
===================================================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Year (Millions)                                                   $50                       $10
 Ratio of Total Expenses to Average Net Assets                                     0.13%+                    0.13%+
 Ratio of Net Investment Income
  to Average Net Assets                                                            1.15%+                    1.37%+
 Turnover Rate                                                                       73%+                       80%
===================================================================================================================
</TABLE>




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



<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                                                                VANGUARD GROWTH INDEX FUND
                                                                                   INSTITUTIONAL SHARES
                                                  SIX MONTHS ENDED             YEAR ENDED               MAY 14** TO
                                                    JUNE 30, 2000*          DEC. 31, 1999             DEC. 31, 1998
-------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>                    <C>                       <C>
NET ASSET VALUE, BEGINNING OF PERIOD                        $39.44                 $31.67                    $26.49
-------------------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                                        .086                   .249                      .167
 Net Realized and Unrealized Gain (Loss)
  on Investments                                              .933                  8.821                     5.315
                                                  -----------------------------------------------------------------
  Total from Investment Operations                           1.019                  9.070                     5.482
                                                  -----------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income                        (.089)                 (.260)                    (.187)
 Distributions from Realized Capital Gains                      --                 (1.040)                    (.115)
                                                  -----------------------------------------------------------------
  Total  Distributions                                       (.089)                 (.260)                    (.302)
-------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                              $40.37                 $39.44                    $31.67
===================================================================================================================
TOTAL RETURN                                                 2.58%                 28.91%                    20.79%
===================================================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period (Millions)                         $695                   $452                      $224
 Ratio of Total Expenses to Average Net Assets            0.12%***                  0.12%                  0.12%***
 Ratio of Net Investment Income to Average
  Net Assets                                              0.43%***                  0.74%                  0.97%***
 Turnover Rate                                              27%***                    33%                       29%
===================================================================================================================
</TABLE>




 *Unaudited.
 **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 Institutional Index
Fund,  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. Note: McGraw-Hill has
sued Vanguard over Vanguard's right to use certain S&P Indexes. See page 32.


<PAGE>



                                                                              41



--------------------------------------------------------------------------------
INVESTING WITH VANGUARD
This  section  of the  prospectus  explains  the basics of doing  business  with
Vanguard. A special booklet, The Vanguard Service Directory, provides details of
our many shareholder services for individual investors.  A separate booklet, The
Compass,  does the same for  institutional  investors.  You can  request  either
booklet  by  calling  or  writing  Vanguard,   using  the  Contacting   Vanguard
instructions found at the end of this section.


                                 BUYING SHARES
                               REDEEMING SHARES
                          OTHER RULES YOU SHOULD KNOW
                           FUND AND ACCOUNT UPDATES
                              CONTACTING VANGUARD
--------------------------------------------------------------------------------



BUYING SHARES


ACCOUNT MINIMUMS
                    TO OPEN AND MAINTAIN AN ACCOUNT:$10 million ($200 million
                    for Institutional Plus Shares).
                    TO ADD TO AN EXISTING ACCOUNT:$100 by mail or exchange;
                    $1,000 by wire.

HOW TO BUY SHARES
                    BY CHECK:Mail your check and a completed account
                    registration to Vanguard. When adding to an existing
                    account,send your check with an Invest-By-Mail form detached
                    from your last account statement. For addresses, see
                    Contacting Vanguard.
                    BY EXCHANGE PURCHASE: You can purchase shares with the
                    proceeds of a redemption from another Vanguard fund. All
                    open Vanguard funds permit exchange purchases requested in
                    writing. MOST VANGUARD FUNDS--OTHER THAN THE INDEX-
                    ORIENTED FUNDS--ALSO ACCEPT EXCHANGE PURCHASES
                    REQUESTED ONLINE OR BY TELEPHONE.See Other Rules You
                    Should Know for specifics.
                    BY WIRE:Call Vanguard's Institutional Division to purchase
                    shares by wire. See Contacting Vanguard.



<PAGE>


42



PURCHASE
TRANSACTION         Each Fund reserves the right to deduct transaction fees from
FEES                all share purchases, including shares purchased by exchange
                    from other Vanguard funds. These fees, which do not apply to
                    shares purchased through reinvested dividends and capital
                    gains, currently are assessed as follows:
                    Institutional Index Fund-None
                    Institutional Index Fund Institutional Plus Shares-None
                    Total Stock Market Index Fund-None
                    Extended Market Index Fund-None
                    Mid-Cap Index Fund-None
                    Small-Cap Index Fund-None
                    Value Index Fund-None
                    Small-Cap Value Index Fund-0.50%
                    Growth Index Fund-None
                    Small-Cap Growth Index Fund-0.50%


YOUR PURCHASE CHECK When investing by check, make the check payable to:
                    The Vanguard Group--fund number. For a list of all fund
                    numbers, see Contacting Vanguard.

YOUR PURCHASE PRICE  You buy shares at a fund's next-determined net asset value
                    (NAV) after Vanguard accepts your purchase request. As long
                    as your request is accepted before the close of regular
                    trading on the New York Stock Exchange (generally 4 p.m.
                    Eastern time), you will buy your shares at that day's NAV.
                    This is known as your TRADE DATE.


PURCHASE RULES YOU  THIRD PARTY CHECKS. To protect the funds from check fraud,
SHOULD KNOW         Vanguard will not accept checks made payable to third
                    parties.
                    U.S. CHECKS ONLY. All purchase checks must be written in
                    U.S. dollars and drawn on a U.S. bank.
                    LARGE PURCHASES. Vanguard reserves the right to reject
                    any purchase request that may disrupt a fund's operation or
                    performance. Please call us before attempting to invest a
                    large dollar amount.
                    NO CANCELLATIONS. Place your transaction requests carefully.
                    Vanguard will NOT cancel any transaction once it has
                    been initiated and a confirmation number has been assigned
                    (if applicable).
                    FUTURE PURCHASES.  All Vanguard funds reserve the right to
                    stop selling shares at any time.



<PAGE>


                                                                              43
REDEEMING SHARES

HOW TO REDEEM       Be sure to check Other Rules You Should Know before
SHARES              initiating your request.
                    ONLINE: Request a redemption through our website at
                    vanguard.com.
                    BY  TELEPHONE:  Contact  Vanguard  by  telephone  to request
                    a  redemption.  For telephone numbers, see Contacting
                    Vanguard.
                    BY MAIL: Send your written redemption  instructions to
                    Vanguard.  For addresses, see Contacting Vanguard.

YOUR REDEMPTION     You redeem shares at a fund's next-determined net asset
PRICE               value (NAV) after Vanguard accepts your redemption request,
                    including any special documentation required under the
                    circumstances. As long as your request is accepted before
                    the close of regular trading on the New York Stock Exchange
                    (generally 4 p.m. Eastern time), your shares are redeemed at
                    that day's NAV. This is known as your TRADE DATE.


TYPES OF            CHECK REDEMPTIONS: Unless instructed otherwise,
REDEMPTIONS         Vanguard will mail you a check, normally within two
                    business days of your redemption.
                    EXCHANGE REDEMPTIONS: You may instruct Vanguard to
                    apply the proceeds of your redemption to purchase shares of
                    another Vanguard fund. All open Vanguard funds accept
                    exchange redemptions requested in writing. Most Vanguard
                    funds--OTHER THAN THE INDEX-ORIENTED FUNDS--also accept
                    exchange redemptions requested online or by telephone. See
                    Other Rules You Should Know for specifics.
                    WIRE REDEMPTIONS: When redeeming from a money
                    market fund, bond fund, or the Preferred Stock Fund, you may
                    instruct Vanguard to wire your redemption proceeds to a
                    previously designated bank account. Wire redemptions are
                    not available for Vanguard's other funds, except by
                    exchanging into a bond or money market fund first. The wire
                    redemption option is not automatic ; you must establish it
                    by completing a special form or the appropriate  section
                    of your  account  registration.  Also,  wire  redemptions
                    must be  requested in writing or by telephone,  not online.
                    A $5 fee applies to wire redemptions under $5,000.
                    Money Market Funds: For telephone  requests  accepted at
                    Vanguard by 10:30 a.m., Eastern time,  the redemption
                    proceeds will arrive at your bank by the close of
                    business  that  same  day.  For  other  requests  accepted
                    before  4 p.m.,  the redemption  proceeds  will  arrive at
                    your bank by the close of  business on the following
                    business day.
                    Bond Funds:  For  requests  accepted at Vanguard  by 4 p.m.
                    Eastern  time,  the redemption  proceeds  will  arrive at
                    your bank by the close of  business on the following
                    business day.


<PAGE>


44

REDEMPTION RULES    SPECIAL ACCOUNTS. Special documentation may be required
YOU SHOULD KNOW     to redeem from certain types of accounts, such as trust,
                    corporate, non-profit, or retirement accounts. Please call
                    us before attempting to redeem from these types of accounts.
                    POTENTIALLY DISRUPTIVE REDEMPTIONS. Vanguard reserves
                    the right to pay all or part of your redemption in-kind--
                    that is, in the form of securities--if we believe that a
                    cash redemption would disrupt the fund's operation or
                    performance. Under these circumstances, Vanguard also
                    reserves the right to delay payment of your redemption
                    proceeds for up to seven days. By calling us before
                    you attempt to redeem a large
                    dollar amount, you are more likely to avoid in-kind or
                    delayed payment of your redemption.
                    RECENTLY PURCHASED SHARES. While you can redeem shares
                    at any time, proceeds will not be made available to you
                    until the Fund collects payment for your purchase. This may
                    take up to ten calendar days for shares purchased by check
                    or Vanguard Fund Express(R).
                    PAYMENT TO A DIFFERENT PERSON OR ADDRESS.  We can make
                    your redemption check payable to a different person or send
                    it to a different address. However, this requires the
                    written consent of all registered account owners, which must
                    be provided under signature guarantees. You can obtain a
                    signature guarantee from most commercial and savings
                    banks, credit unions, trust companies, or member firms of
                    a U.S. stock exchange.
                    NO CANCELLATIONS. Place your transaction requests carefully.
                    Vanguard will NOT cancel any transaction once it has been
                    initiated and a confirmation number has been assigned
                    (if applicable).
                    EMERGENCY CIRCUMSTANCES. Vanguard funds can postpone
                    payment of redemption proceeds for up to seven calendar
                    days at any time. In addition, Vanguard funds can suspend
                    redemptions and/or postpone payments of redemption pro
                    ceeds at times when the New York Stock Exchange is closed
                    or during emergency circumstances, as determined by the
                    U.S. Securities and Exchange Commission.



<PAGE>


                                                                              45

OTHER RULES YOU SHOULD KNOW


TELEPHONE           AUTOMATIC.  In setting up your account, we'll automatically
TRANSACTIONS        enable you to do business with us by regular telephone,
                    unless you instruct us otherwise in writing.
                    TELE-ACCOUNT(TM). To conduct account transactions through
                    Vanguard's automated telephone service, you must first
                    obtain a personal identification number (PIN). Call Tele-
                    Account to obtain a PIN, and allow seven days before using
                    this service.
                    PROOF OF A CALLER'S AUTHORITY. We reserve the right to
                    refuse a telephone request if the caller is unable to
                    provide the following information exactly as registered on
                    the account:
                      - Ten-digit account number.
                      - Complete owner name and address.
                      - Primary Social Security or employer identification
                        number.
                      - Personal Identification Number (PIN),  if  applicable.
                    SUBJECT TO REVISION. We reserve the right to revise or
                    terminate Vanguard's telephone transaction service at any
                    time, without notice.
                    SOME VANGUARD FUNDS DO NOT PERMIT TELEPHONE EXCHANGES. To
                    discourage market-timing, Vanguard's Stock Index Funds,
                    Growth and Income Fund, and Balanced Index Fund generally do
                    not permit telephone exchanges (in or out), except for IRAs
                    and certain other retirement accounts.

VANGUARD.COM        REGISTRATION. You can use your personal computer to review
                    your account holdings, to sell or exchange shares of most
                    Vanguard funds, and to perform other transactions. To
                    establish this service, you can register online.
                    SOME VANGUARD FUNDS DO NOT PERMIT ONLINE EXCHANGES. To
                    discourage market-timing, Vanguard's stock index funds,
                    Growth and Income Fund, and Balanced Index Fund do not
                    permit online exchanges (in or out), except for IRAs and
                    certain other retirement accounts.

WRITTEN             "GOOD ORDER" REQUIRED. We reserve the right to reject any
  INSTRUCTIONS      written transaction instructions that are not in "good
                    order." This means that your instructions 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.
                      - Signature guarantees, if required for the type
                        of transaction.*
                    *For instance, signature guarantees must be provided by all
                     registered account shareholders when redemption proceeds
                     are to be sent to a different person or address.

<PAGE>


                                                                              46


RESPONSIBILITY FOR  Vanguard will not be responsible  for any account losses
FRAUD               due to fraud,  so long as we reasonably  believe that the
                    person transacting on an account is  authorized  to do so.
                    Pleasetake pre- cautions to protect yourself from fraud.
                    Keep your account  information  private  and  immediately
                    review  any account  state ments that we send to you.
                    Contact  Vanguard immediately   about  any  transactions
                    you  believe  to  be unauthorized.


UNCASHED CHECKS     Please cash your distribution or redemption checks promptly.
                    Vanguard will not pay interest on uncashed checks.


LIMITS ON ACCOUNT   Because excessive account transactions can disrupt
ACTIVITY            management of a 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 a non-money  market  fund  during any
                      12-month period.
                      -Your round trips through a non-money  market fund
                      must be at   least 30 days apart.
                      -All funds may refuse share purchases at any time, for
                      any reason.
                      -Vanguard reserves the right to revise or terminate the
                      exchange privilege, limit the amount of an exchange, or
                      reject an exchange, at any time, for any reason.
                    A "round  trip" is a  redemption  from a fund  followed by a
                    purchase  back  into the same  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.

UNUSUAL             If you experience difficulty contacting Vanguard online, by
CIRCUMSTANCES       telephone, or by Tele-Account, you can send us your
                    transaction request by regular or express mail. See
                    Contacting Vanguard for addresses.

INVESTING WITH      You may purchase or sell Investor Shares of most Vanguard
VANGUARD THROUGH    funds through a financial intermediary, such as a bank,
OTHER  FIRMS        broker, or investment adviser. ADMIRAL SHARES OF THE
                    VANGUARD FUNDS GENERALLY ARE NOT AVAILABLE THROUGH
                    FINANCIAL INTERMEDIARIES.
                    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,
                    determine when your order will fees, or other policies.
                    Consult your intermediary to be priced.


<PAGE>


                                                                              47



LOW BALANCE         For all funds except Vanguard Institutional Index Fund. Each
ACCOUNTS            fund reserves the right to convert an investor's
                    Institutional Shares into Investor Shares of the fund if
                    the investor's account balance falls below the minimum
                    initial investment. For Vanguard Institutional Index Fund.
                    The fund reserves theright to convert an investor's
                    Institutional Plus Shares into Institutional Shares of the
                    fund if the investor's account balance falls below the
                    minimum initial investment. In addition,
                    the fund reserves the right to redeem an investor's Institu
                    tional Shares if the investor's account balance falls below
                    the minimum initial investment.
                    Any such conversion or redemption will be preceded by
                    written notice to the investor. No transaction fee will be
                    imposed on share class conversions.


FUND AND ACCOUNT
UPDATES


PORTFOLIO SUMMARIES We will send you quarterly portfolio summaries to help you
                    keep track of your accounts throughout the year. Each sum
                    mary shows the market value of your account at the close of
                    the statement period, as well as all distributions,
                    purchases, sales, and exchanges for the current calendar
                    year.

AVERAGE COST REVIEW For most taxable accounts, average cost review statements
STATEMENTS          will accompany the quarterly portfolio summaries. These
                    statements show the average cost of shares that you
                    redeemed during the current calendar year, using the average
                    cost single category method.

CONFIRMATION        Each time you buy, sell, or exchange shares, we will send
STATEMENTS          you a statement confirming the trade date and amount of
                    your transaction.

TAX STATEMENTS      We will send you annual tax statements to assist in
                    preparing your income tax returns. These statements, which
                    are generally mailed in January, will report the previous
                    year's dividend and capital gains distributions, proceeds
                    from the sale of shares, and distributions from IRAs or
                    other retirement plans.

<PAGE>


48


REPORTS             You will receive financial reports about your funds twice a
                    year--in February and August. These comprehensive reports
                    include an assessment of the fund's performance (and a com
                    parison 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 funds' costs as low as
                    possible (so that you and other shareholders can keep more
                    of the funds' investment earnings), Vanguard attempts to
                    eliminate duplicate mailings to the same address. When we
                    find that two or more 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, however, you may
                    notify our Client Services Department.

CONTACTING VANGUARD

ONLINE              VANGUARD.COM
                      -Your best source of Vanguard news
                      -For fund, account, and service information
                      -For most account transactions
                      -For literature requests
                      -24 hours per day, 7 days per week

VANGUARD TELE-        -For automated fund and account information
ACCOUNT(R)            -For redemptions by check, exchange, or wire
1-800-662-6273        -Toll-free, 24 hours per day, 7 days per week
(ON-BOARD)

INVESTOR INFORMATION
1-800-662-7447
(SHIP)                -For fund and service information
(Text telephone at    -For literature requests
1-800-952-3335)       -Business hours only

CLIENT SERVICES       -For account information
1-800-662-2739        -For most account transactions
(CREW)                -Business hours only
(Text telephone at
1-800-749-7273)


ADMIRAL SERVICE CENTER-For Admiral account information
1-888-237-9949        -For most Admiral transactions
                      -Business hours only

INSTITUTIONAL
DIVISION              -For information and services for large institutional
1-888-809-8102        investors
                      -Business hours only



<PAGE>


                                                                              49



VANGUARD ADDRESSES  REGULAR MAIL (INDIVIDUALS-CURRENT CLIENTS):
                    The Vanguard Group
                    P.O. Box 1110
                    Valley Forge, PA 19482-1110

                    REGULAR MAIL (INSTITUTIONS):
                    The Vanguard Group
                    P.O. Box 2900
                    Valley Forge, PA 19482-2900

                    REGULAR MAIL (GENERAL INQUIRIES):
                    The Vanguard Group
                    P.O. Box 2600
                    Valley Forge, PA 19482-2600

                    REGISTERED OR EXPRESS MAIL:
                    The Vanguard Group
                    455 Devon Park Drive
                    Wayne, PA 19087-1815

FUND NUMBER         Always use these fund numbers when contacting Vanguard
                    about the Funds:
                    Institutional Index Fund-094
                    Institutional Index Fund Institutional Plus Shares-854
                    Total Stock Market Index Fund Institutional Shares-855
                    Extended Market Index Fund Institutional Shares-856
                    Mid-Cap Index Fund Institutional Shares-864
                    Small-Cap Index Fund Institutional Shares-857
                    Value Index Fund Institutional Shares-867
                    Small-Cap Value Index Fund Institutional Shares-865
                    Growth Index Fund Institutional Shares-868
                    Small-Cap Growth Index Fund Institutional Shares-866




















<PAGE>

























                     (THIS PAGE INTENTIONALLY LEFT BLANK.)
























<PAGE>

























                     (THIS PAGE INTENTIONALLY LEFT BLANK.)
<PAGE>

























                     (THIS PAGE INTENTIONALLY LEFT BLANK.)

<PAGE>

GLOSSARY OF INVESTMENT TERMS


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

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

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

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

DIVIDEND INCOME
Payment to  shareholders  of income from  interest or  dividends  generated by a
fund's investments.

EXPENSE RATIO
The  percentage  of a fund's  average net assets used to pay its  expenses.  The
expense ratio  includes  management  fees,  administrative  fees,  and any 12b-1
distribution fees.

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

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

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

NET ASSET VALUE (NAV)
Net asset value per share is computed by dividing the net assets  attributed  to
each share class by the number of shares outstanding for that class.

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.

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

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

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

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

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

[SHIP]
[THE VANGUARD GROUP 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 REPORTS
TO SHAREHOLDERS
Additional  information about the
Funds'  investments is available in
the Funds'annual and semiannual
reports to shareholders.  (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 1-202-942-8090. Reports and
other information about the Funds
are also available on the SEC's
website (www.sec.gov), or you can
receive copies of this information,
for a fee, by electronic request at
the following e-mail address:
[email protected], or by writing the
Public Reference Section, Securities
and Exchange Commission,
Washington, DC 20549-0102.

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 102000



<PAGE>

                                     PART B

                            VANGUARD(R) INDEX FUNDS

                                  (THE TRUST)

                       STATEMENT OF ADDITIONAL INFORMATION


                                 OCTOBER ., 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  October ., 2000.  To obtain,  without
charge,  a Prospectus or the most recent Annual  Report to  Shareholders,  which
contains the Funds'  Financial  Statements as hereby  incorporated by reference,
please call:


            VANGUARD INVESTOR INFORMATION DEPARTMENT 1-800-662-7447


                                TABLE OF CONTENTS

DESCRIPTION OF THE TRUST.........................................B-1
INVESTMENT POLICIES..............................................B-3
FUNDAMENTAL INVESTMENT LIMITATIONS...............................B-8
PURCHASE OF SHARES...............................................B-9
SHARE PRICE......................................................B-10
REDEMPTION OF SHARES.............................................B-11
YIELD AND TOTAL RETURN...........................................B-11
MANAGEMENT OF THE FUNDS..........................................B-14
PORTFOLIO TRANSACTIONS...........................................B-18
COMPARATIVE INDEXES..............................................B-19
FINANCIAL STATEMENTS.............................................B-20

                            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 and
classes of shares:


                                              SHARE CLASSES
FUND*                            INVESTOR        ADMIRAL     INSTITUTIONAL
-----                            --------        -------     -------------
500 Index Fund..............        Yes            Yes             No
Total Stock Market Index Fund       Yes            Yes            Yes
Extended Market Index Fund..        Yes            Yes            Yes
Mid-Cap Index Fund..........        Yes             No            Yes
Small-Cap Index Fund........        Yes            Yes            Yes
Value Index Fund............        Yes            Yes            Yes
Small-Cap Value Index Fund..        Yes             No            Yes
Growth Index Fund...........        Yes            Yes            Yes
Small-Cap Growth Index Fund.        Yes            No             Yes


                    *(EACH, A FUND; COLLECTIVELY, THE FUNDS)

                                       B-1

<PAGE>

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

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

SERVICE PROVIDERS

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

     INDEPENDENT ACCOUNTANTS.  PricewaterhouseCoopers  LLP, Two Commerce Square,
Suite 1700,  2001 Market  Street,  Philadelphia,  PA  19103-7042,  serves as the
Funds'  independent  accountants.  The accountants  audit each Fund's  financial
statements and provide other related services.

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


CHARACTERISTICS OF THE FUNDS' SHARES

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

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

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

     VOTING RIGHTS.  Shareholders  of each Fund are entitled to vote on a matter
if:  (i) a  shareholder  vote is  required  under the 1940 Act;  (ii) the matter
concerns an amendment to the Declaration of Trust that would adversely affect to
a  material  degree the  rights  and  preferences  of the shares of any class or
series;  or (iii) the  Trustees  determine  that it is necessary or desirable to
obtain a  shareholder  vote.  The 1940 Act  requires  a  shareholder  vote under
various  circumstances,  including to elect or remove  Trustees upon the written
request of shareholders  representing 10% or more of a Fund's net assets, and to
change  any  fundamental  policy  of the  Fund.  Unless  otherwise  required  by
applicable  law,  shareholders of a Fund receive one vote for each dollar of net
asset value owned on the record date, and a fractional  vote for each fractional
dollar of net asset value owned on the record date. However,  only the shares of
the Fund affected by a particular matter are entitled to vote on that matter. In
addition,  each class has  exclusive  voting  rights on any matter  submitted to
shareholders  that  relates  solely to that class,  and each class has  separate
voting rights on any matter  submitted to shareholders in which the interests of
one class differ from the interests of another.  Voting rights are noncumulative
and cannot be modified without a majority vote.

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


                                       B-2

<PAGE>


liquidated,  shareholders  of that class will be  entitled to receive a pro rata
share of the Fund's net assets that are attributable to that class.


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

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

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

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

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

TAX STATUS OF THE FUNDS

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

                               INVESTMENT POLICIES

REPURCHASE AGREEMENTS

Each of the Funds may invest in repurchase  agreements  with  commercial  banks,
brokers  or  dealers  to  generate  income  from its  excess  cash  balances.  A
repurchase  agreement is an agreement under which a Fund acquires a fixed-income
security  (generally  a  security  issued  by the U.S.  Government  or an agency
thereof,  a banker's  acceptance or a certificate  of deposit) from a commercial
bank, broker or dealer,  subject to resale to the seller at an agreed upon price
and date  (normally,  the next  business  day).  A repurchase  agreement  may be
considered a loan  collateralized  by  securities.  The resale price reflects an
agreed upon interest rate effective for the period the instrument is held by the
Fund and is unrelated  to the interest  rate on the  underlying  instrument.  In
these  transactions,  the  securities  acquired by the Fund  (including  accrued
interest  earned  thereon) must have a total value in excess of the value of the
repurchase   agreement  and  are  held  by  the  Fund's   custodian  bank  until
repurchased.  In  addition,  the  Board of  Trustees  will  monitor  the  Fund's
repurchase  agreement  transactions  generally and will establish guidelines and
standards for review of the creditworthiness of any bank, broker or dealer party
to a repurchase agreement with a Fund.

  The use of repurchase  agreements  involves certain risks. For example, if the
other  party to the  agreement  defaults on its  obligation  to  repurchase  the
underlying  security at a time when the value of the security has declined,  the
Fund may incur a loss upon  disposition  of the security.  If the other party to
the agreement  becomes  insolvent and subject to liquidation  or  reorganization
under  bankruptcy  or other  laws,  a court may  determine  that the  underlying
security is collateral for a loan by the Fund not within the control of the Fund
and  therefore  the Fund may not be able to  substantiate  its  interest  in the
underlying  security and may be deemed an unsecured  creditor of the other party
to the agreement.  While the adviser  acknowledges  these risks,  it is expected
that they will be controlled through careful monitoring procedures.

LENDING OF SECURITIES

Each  Fund  may  lend its  securities  on a  short-term  or  long-term  basis to
qualified  institutional  investors (typically brokers,  dealers, banks or other
financial  institutions)  who need to  borrow  securities  in order to  complete
certain transactions, such as covering short sales, avoiding failures to deliver
securities  or  completing  arbitrage  operations.   By  lending  its  portfolio
securities, a Fund can increase its net investment income through the receipt of
interest  on the loan.  Any gain or loss in the market  price of the  securities
loaned that might occur  during the term of the loan would be for the account of
the Fund. The terms,  the structure and the aggregate  amount of such loans must
be  consistent  with the 1940  Act,  and the  rules  or  interpretations  of the
Commission thereunder.

                                       B-3

<PAGE>

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,  will be considered in making decisions with
respect  to the  lending  of  securities,  subject  to  review  by the  Board of
Trustees.

     At the  present  time,  the Staff of the  Commission  does not object if an
investment  company pays  reasonable  negotiated  fees in connection with loaned
securities,  so long as such  fees  are set  forth  in a  written  contract  and
approved by the investment company's trustees.  In addition,  voting rights pass
with the loaned  securities,  but if a material  event  occurs that  affects the
securities on loan, the Fund must call the loan and vote the securities.

TEMPORARY INVESTMENTS

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

VANGUARD INTERFUND LENDING PROGRAM

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

ILLIQUID SECURITIES

Each  Fund  may  invest  up to 15% of its net  assets  in  illiquid  securities.
Illiquid  securities  are  securities  that  the Fund may not be able to sell or
dispose of in the  ordinary  course of business  within seven  business  days at
approximately the value at which they are being carried on the Fund's books.

FUTURES CONTRACTS

Each Fund may enter  into  futures  contracts,  options,  warrants,  options  on
futures contracts,  convertible securities,  and swap agreements for the purpose
of simulating full investment and reducing  transaction  costs. The Funds do not
use futures or options for speculative purposes. Each Fund will only use futures
and options to simulate full investment in the underlying  index while retaining
a cash balance for fund management  purposes.  Futures contracts provide for the
future sale by one party and purchase by another party of a specified  amount of
a specific security at a specified future time and at a specified price. Futures
contracts that are standardized as to maturity

                                       B-4

<PAGE>

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  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

                                       B-5

<PAGE>

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  transaction
costs,  if the account  were then closed out. A 15%  decrease  would result in a
loss equal to 150% of the original  margin  deposit if the contract  were closed
out.  Thus,  a purchase  or sale of a futures  contract  may result in losses in
excess of the amount invested in the contract. The Funds also bear the risk that
the adviser  will  incorrectly  predict  future stock  market  trends.  However,
because  the  futures  strategy  of the  Funds is  engaged  in only for  hedging
purposes,  the Funds'  officers do not believe that the Funds are subject to the
risks of loss  frequently  associated  with futures  transactions.  A Fund would
presumably have sustained comparable losses if, instead of the futures contract,
it had invested in the  underlying  financial  instrument  and sold it after the
decline.

     Utilization  of futures  transactions  by a Fund does  involve  the risk of
imperfect or no correlation  where the securities  underlying  futures contracts
have different maturities than the portfolio securities being hedged. It is also
possible  that a Fund  could  both  lose  money on  futures  contracts  and also
experience  a decline in value of its  portfolio  securities.  There is also the
risk of loss by a Fund of margin deposits in the event of bankruptcy of a broker
with whom the Fund has an open position in a futures contract or related option.

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

     FEDERAL TAX  TREATMENT  OF FUTURES  CONTRACTS.  Each Fund is  required  for
Federal income tax purposes to recognize as income for each taxable year its net
unrealized  gains and losses on certain  futures  contracts as of the end of the
year as well as those  actually  realized  during the year. In these cases,  any
gain or loss recognized  with respect to a futures  contract is considered to be
60%  long-term  capital  gain or loss and 40%  short-term  capital gain or loss,
without  regard to the  holding  period  of the  contract.  Gains and  losses on
certain other futures contracts  (primarily non-U.S.  futures contracts) are not
recognized  until the  contracts  are closed and are  treated  as  long-term  or
short-term  depending on the holding  period of the  contract.  Sales of futures
contracts  which  are  intended  to  hedge  against  a  change  in the  value of
securities  held by a Fund may affect the holding period of such securities and,
consequently,   the  nature  of  the  gain  or  loss  on  such  securities  upon
disposition.  A Fund may be  required  to defer  the  recognition  of  losses on
futures  contracts to the extent of any unrecognized  gains on related positions
held by the Fund.

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

     A Fund will distribute to shareholders annually any net capital gains which
have been  recognized for Federal  income tax purposes on futures  transactions.
Such distributions will be combined with distributions of capital gains realized
on the Fund's other  investments and shareholders  will be advised on the nature
of the transactions.

                                       B-6

<PAGE>

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.

     FEDERAL TAX  TREATMENT OF NON-U.S.  TRANSACTIONS.  Special rules govern the
Federal income tax treatment of certain  transactions  denominated in terms of a
currency  other than the U.S.  dollar or determined by reference to the value of
one or more  currencies  other than the U.S.  dollar.  The types of transactions
covered by the special rules include the following:  (i) the  acquisition of, or
becoming the obligor under, a bond or other debt instrument  (including,  to the
extent provided in Treasury regulations,  preferred stock); (ii) the accruing of
certain  trade  receivables  and  payables;  and  (iii)  the  entering  into  or
acquisition  of any  forward  contract,  futures  contract,  option  or  similar
financial instrument if such instrument is not marked to market. The disposition
of a currency other than the U.S. dollar by a taxpayer whose functional currency
is the U.S.  dollar is also  treated as a  transaction  subject  to the  special
currency rules. However,  foreign  currency-related  regulated futures contracts
and nonequity options are generally not subject to the special currency rules if
they are or would be  treated as sold for their fair  market  value at  year-end
under the  marking-to-market  rules applicable to other futures contracts unless
an  election  is made  to have  such  currency  rules  apply.  With  respect  to
transactions  covered by the special  rules,  foreign  currency  gain or loss is
calculated separately from any gain or loss on the underlying transaction and is
normally  taxable as ordinary  income or loss.  A taxpayer may elect to treat as
capital  gain or  loss  foreign  currency  gain or  loss  arising  from  certain
identified  forward  contracts,  futures  contracts and options that are capital
assets in the hands of the  taxpayer  and which are not part of a straddle.  The
Treasury Department issued regulations under which certain  transactions subject
to  the  special  currency  rules  that  are  part  of a  "section  988  hedging
transaction" (as defined in the Internal  Revenue Code of 1986, as amended,  and
the Treasury regulations) will be integrated and treated as a single transaction
or otherwise  treated  consistently  for purposes of the Code.  Any gain or loss
attributable to the foreign currency component of a transaction  engaged in by a
Fund which is not subject to the special  currency rules (such as foreign equity
investments other than certain preferred stocks) will be treated as capital gain
or loss  and  will not be  segregated  from  the gain or loss on the  underlying
transaction.  It is  anticipated  that some of the  non-U.S.  dollar-denominated
investments and foreign currency contracts the Funds may make or enter into will
be subject to the special currency rules described above.

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

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

     Certain foreign  governments  levy  withholding  taxes against dividend and
interest  income.  Although  in some  countries  a  portion  of  these  taxes is
recoverable,  the non-recovered portion of foreign withholding taxes will reduce
the income received from foreign companies held by the

                                       B-7

<PAGE>

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.

INVESTMENT POLICIES RELATING TO THE SALE OF INVESTOR SHARES OF VANGUARD
SMALL-CAP INDEX FUND IN JAPAN

In  connection  with the  offering of the  Small-Cap  Index  Fund's (the Fund's)
Investor  Shares in Japan,  the Fund has  undertaken to the Japanese  Securities
Dealers Association that the Fund may not:

1.   borrow money,  except for temporary or emergency  purposes in an amount not
     exceeding 10% of the Fund's net assets;

2.   together  with other mutual  funds  managed by The  Vanguard  Group,  Inc.,
     acquire more than 50% of the outstanding voting securities of any issuer;

3.   invest  more  than 15% of its net  assets  in  illiquid  securities  (which
     include securities restricted as to resale unless they are determined to be
     readily  marketable in accordance with procedures  established by the Board
     of Trustees); and

4.   sell securities short at any time in excess of its net asset value.

     If the undertaking is violated,  the Fund will,  promptly after  discovery,
take such action as may be  necessary  to cause the  violation  to cease,  which
shall be the only  obligation  of the Fund and the only remedy in respect of the
violation.  This  undertaking will remain in effect as long as (i) shares of the
Fund  are  qualified  for  offer or sale in Japan  and (ii) the  undertaking  is
required by the "Standards of Selection of Foreign  Investment Fund  Securities"
established under the Rules of Foreign  Securities  Transactions by the Japanese
Securities Dealers Association.

                       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 shares voted,  so long as more than 50% of
a Fund's  outstanding shares are present or represented by proxy; or (ii) shares
representing more than 50% of the Fund's outstanding shares.

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

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

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

     ILLIQUID  SECURITIES.  A Fund may not acquire any security if, as a result,
more  than  15% of its net  assets  would be  invested  in  securities  that are
illiquid.  From time to time,  the Funds' Board of Trustees may  determine  that
certain  restricted  securities known as Rule 144A securities are liquid and not
subject to the 15% limitation.

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

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

                                       B-8

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

                               PURCHASE OF SHARES

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

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


                                       B-9

<PAGE>

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

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

                                  SHARE PRICE

The share  price,  or "net  asset  value"  per  share for the 500 Index  Fund is
calculated by dividing the total assets of the Fund,  less all  liabilities,  by
the total number of shares outstanding. The net asset value for each share class
of the other Funds is calculated by dividing the net assets attributable to each
share class by the total number of shares  outstanding for that share class. The
net asset  value is  determined  as of the close of the New York Stock  Exchange
(generally 4:00 p.m. Eastern time) on each day the Exchange is open for trading.

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

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

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

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

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

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

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

                                      B-10

<PAGE>

                              REDEMPTION OF SHARES

Each Fund may suspend redemption  privileges or postpone the date of payment (i)
during any period that the New York Stock Exchange is closed,  or trading on the
Exchange is restricted as determined by the  Commission,  (ii) during any period
when an emergency exists as defined by the Commission as a result of which it is
not reasonably practicable for the Fund to dispose of securities owned by it, or
fairly to determine the value of its assets, and (iii) for such other periods as
the Commission may permit.

     Each  Fund has made an  election  with  the  Commission  to pay in cash all
redemptions  requested by any shareholder of record limited in amount during the
90-day  period to the lesser of  $250,000 or 1% of the net assets of the Fund at
the beginning of such period.

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

TRADING SHARES THROUGH CHARLES SCHWAB

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

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

                             YIELD AND TOTAL RETURN

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

                                        INVESTOR SHARES   INSTITUTIONAL SHARES
                                        ---------------   --------------------
500 Index Fund..................              0.98%                N/A
Total Stock Market Index Fund...              1.01                1.11%
Extended Market Index Fund......              0.82                0.96
Mid-Cap Index Fund..............              0.92                1.04
Small-Cap Index Fund............              1.15                1.27
Value Index Fund................              1.52                1.62
Small-Cap Value Index Fund......              0.97                 *
Growth Index Fund...............              0.50                0.60
Small-Cap Growth Index Fund.....              0.22                 *
---------
*As  of  December  31,  1999,  a  30-day  yield  was  not   available   for  the
 Institutional Shares.

                                      B-11

<PAGE>

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

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



                                1 YEAR ENDED   5 YEARS ENDED    10 YEARS ENDED
INSTITUTIONAL SHARES (1)         12/31/1999    12/31/1999(3)    12/31/1999(4)
--------------------             ----------    -------------    -------------
Total Stock Market Index Fund..    23.93%         22.64%             --
Extended Market Index Fund.....    36.45          22.47              --
Mid-Cap Index Fund.............    15.41          15.03              --
Small-Cap Index Fund...........    23.33          12.49              --
Value Index Fund...............    12.67           8.79              --
Small-Cap Value Index Fund.....       --             --              --
Growth Index Fund..............    28.91          31.15              --
Small-Cap Growth Index Fund....       --             --              --
---------
(1)  Total return figures do not reflect the $10 annual account  maintenance fee
     for accounts under $10,000 or transaction fees no longer in effect.
(2)  Total return figures reflect a 0.50% transaction fee on share purchases.
(3)  Average  annual total  returns  since  inception  for:  Mid-Cap  Index Fund
     (5/21/1998); Small-Cap Value Index Fund (5/21/1998); Small-Cap Growth Index
     Fund  (5/21/1998);  Total  Stock  Market  Index Fund  Institutional  Shares
     (7/7/1997);  Extended Market Index Fund  Institutional  Shares  (7/7/1997);
     Mid-Cap Index Fund Institutional  Shares (5/21/1998);  Small-Cap Index Fund
     Institutional  Shares  (7/7/1997);  Value Index Fund  Institutional  Shares
     (7/2/1998); and Growth Index Fund Institutional Shares (5/14/1998).
(4)  Average annual total returns since  inception for: Total Stock Market Index
     Fund  (4/27/1992);  Value  Index Fund  (11/2/1992);  and Growth  Index Fund
     (11/2/1992).

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

AVERAGE ANNUAL TOTAL RETURN

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

                                      B-12

<PAGE>
                               T = (ERV/P)1/N-1

  Where:

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

AVERAGE ANNUAL AFTER-TAX TOTAL RETURN QUOTATION

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

After-tax return:

                                 P (1+T) N =ATV

  Where:

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

1.   Assume all distributions by the Fund are  reinvested--less the taxes due on
     such  distributions--at  the price on the  reinvestment  dates  during  the
     period.  Adjustments  may be made for  subsequent  re-characterizations  of
     distributions.
2.   Calculate  the  taxes  due on  distributions  by the Fund by  applying  the
     highest federal  marginal tax rates to each component of the  distributions
     on the reinvestment date (e.g.,  ordinary income,  short-term capital gain,
     long-term  capital gain,  etc.).  For periods after  December 31, 1997, the
     federal marginal tax rates used for the calculations are 39.6% for ordinary
     income and  short-term  capital gains and 20% for long-term  capital gains.
     Note that the  applicable tax rates may vary over the  measurement  period.
     Assume no taxes are due on the portions of any distributions  classified as
     exempt  interest  or  non-taxable  (i.e.  return of  capital).  Ignore  any
     potential tax liabilities other than federal tax liabilities  (e.g.,  state
     and local taxes).
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):
                                      B-13

<PAGE>

                                  C = (ERV/P)-1

  Where:

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

SEC YIELDS

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

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

  Where:

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

                             MANAGEMENT OF THE FUNDS

OFFICERS AND TRUSTEES

The officers of the Funds manage its day-to-day  operations and are  responsible
to the each Fund's Board of Trustees.  The Trustees set broad  policies for each
Fund and choose  their  officers.  The  following  is a list of the Trustees and
officers of the Funds and a statement of their  present  positions and principal
occupations  during the past five years.  As a group,  the Funds'  Trustees  and
officers own less than 1% of the  outstanding  shares of each Fund. Each Trustee
also serves as a Director of The Vanguard Group,  Inc., and as a Trustee of each
of the 103 funds administered by Vanguard (102 in the case of Mr. Malkiel and 93
in the case of Mr.  MacLaury).  The mailing address of the Trustees and officers
of each Fund is Post Office Box 876, Valley Forge, PA 19482.

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

JOANN HEFFERNAN HEISEN, (DOB: 1/25/1950) Trustee
Vice President, Chief Information Officer, and member of the Executive Committee
of Johnson & Johnson (Pharmaceuticals/Consumer  Products), Director of Johnson &
Johnson*MERCK Consumer 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 Argentaria,  Gestion, BKF
Capital (Investment Management), The Jeffrey Co. (Holding Company), NeuVis, Inc.
(Software Co.), and Select Sector SPDR Trust (Exchange-Traded Mutual Fund).


                                      B-14

<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).



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  and CEO of Rohm & Haas Co.  (Chemicals);  Director of Cummins
Engine Co. (Diesel Engines),  The Mead Corp.  (Paper Products);  and AmeriSource
Health  Corp.   (Pharmaceutical   Distribution);   and  Trustee  of   Vanderbilt
University.

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

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

ROBERT D. SNOWDEN, (DOB: 9/4/1961) Controller*
Principal of The Vanguard  Group,  Inc.;  Controller  of each of the  investment
companies in The Vanguard Group.
---------
*Officers of the Funds are "interested persons" as defined in the 1940 Act.

THE VANGUARD GROUP

Each Fund is a member  of The  Vanguard  Group of  Investment  Companies,  which
consists of more than 100 funds.  Through their  jointly-owned  subsidiary,  The
Vanguard Group, Inc.  (Vanguard),  the Funds and the other funds in The Vanguard
Group obtain at cost virtually all of their corporate management, administrative
and distribution  services.  Vanguard also provides investment advisory services
on an at-cost basis to several of the Vanguard Funds.

     Vanguard  employs  a  supporting  staff of  management  and  administrative
personnel  needed  to  provide  the  requisite  services  to the  Funds and also
furnishes the Funds with necessary office space, furnishings and equipment. Each
Fund pays its share of Vanguard's  total expenses which are allocated  among the
Funds under methods approved by the Board of Trustees of the Funds. In addition,
each Fund bears its own direct  expenses  such as legal,  auditing and custodian
fees.

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

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

     Vanguard was  established and operates under an Amended and Restated Funds'
Service  Agreement which was approved by the  shareholders of each of the funds.
The Amended and Restated  Funds' Service  Agreement  provides that each Vanguard
fund may be  called  upon to  invest  up to .40% of its  current  net  assets in
Vanguard as  contributions  to Vanguard's  capitalization,  and that there is no
limit on the dollar amount that each Vanguard fund may  contribute to Vanguard's
capitalization.  The amounts  which each of the funds has  invested are adjusted
from time to time in order to maintain the  proportionate  relationship  between
each fund's relative net assets and its contribution to Vanguard's  capital.  At
December  31,  1999,  each of the Index Trust Funds had  contributed  capital to
Vanguard  representing  0.02% of its net assets. The total amount contributed by
the Funds was $29,702,000, which represented 29.7% of Vanguard's capitalization.

                                      B-15

<PAGE>

     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   $27,815,000
Vanguard 500 Index Fund.....           $75,851,000  $108,134,000  $156,491,000
Vanguard Extended Market Index Fund     $5,518,000    $6,534,000    $8,139,000
Vanguard Mid-Cap Index Fund.                   N/A      $174,000*     $907,000
Vanguard Small-Cap Index Fund...........$4,817,000    $6,369,000    $6,812,000
Vanguard Value Index Fund...............$2,723,000    $4,562,000    $6,692,000
Vanguard Small-Cap Value Index Fund.....       N/A      $102,000*     $316,000
Vanguard Growth Index Fund..............$3,147,000    $8,785,000   $23,861,000
Vanguard Small-Cap Growth Index Fund....       N/A       $65,000*     $203,000
---------
* Since Inception, April 20, 1998.

                                      B-16

<PAGE>

     INVESTMENT ADVISORY SERVICES.  The Funds that comprise Vanguard Index Trust
receive all  investment  advisory  services from  Vanguard.  These  services are
provided on an at-cost basis from a money management staff employed  directly by
Vanguard.  The  compensation  and other  expenses  of this staff are paid by the
Vanguard funds utilizing these services.  During the fiscal years ended December
31, 1997,  1998 and 1999,  the Funds incurred  expenses for investment  advisory
services in the following amounts:

FUND                                           1997         1998         1999
----                                           ----         ----         ----
Vanguard Total Stock Market Index Fund      $56,000      $82,000     $120,000
Vanguard 500 Index Fund.....                $67,000      $80,000     $100,000
Vanguard Extended Market Index Fund         $53,000      $73,000     $120,000
Vanguard Mid-Cap Index Fund.                    N/A      $20,000*     $67,000
Vanguard Small-Cap Index Fund........       $67,000     $100,000     $167,000
Vanguard Value Index Fund...                $22,000      $37,000      $67,000
Vanguard Small-Cap Value Index Fund..           N/A      $20,000*     $53,000
Vanguard Growth Index Fund...........       $22,000      $37,000      $67,000
Vanguard Small-Cap Growth Index Fund.           N/A      $20,000*     $53,000
Vanguard Small-Cap Index Fund........       $67,000     $100,000     $167,000
---------
*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-18), and each fund
pays a proportionate share of the Trustees' compensation. The funds employ their
officers on a shared basis,  as well.  However,  officers are compensated by The
Vanguard Group, Inc., not the funds.

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

 .    The  independent  Trustees  receive an annual fee for their  service to the
     funds, which is subject to reduction based on absences from scheduled Board
     meetings.

 .    The  independent  Trustees are reimbursed for the travel and other expenses
     that they incur in attending Board meetings.

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

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

     COMPENSATION TABLE. The following table provides  compensation  details for
each of the Trustees.  We list the amounts paid as  compensation  and accrued as
retirement benefits by the Fund for each Trustee.  In addition,  the table shows
the total  amount of benefits  that we expect each  Trustee to receive  from all
Vanguard funds upon  retirement,  and the total amount of  compensation  paid to
each Trustee by all Vanguard funds.

                                      B-17

<PAGE>

                                          VANGUARD INDEX TRUST
                                           COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                       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(1)    RETIREMENT       TRUSTEES(2)
-----------------------------------------------------------------------------------------------------
<S>                                      <C>              <C>            <C>             <C>
John C. Bogle (3)  . . . . . . . . .      None            None            None            None
John J. Brennan. . . . . . . . . . .      None            None            None            None
JoAnn Heffernan Heisen . . . . . . .     $21,767          $1,199         $15,000         $80,000
Bruce K. MacLaury. . . . . . . . . .     $22,553          $2,032         $12,000         $75,000
Burton G. Malkiel. . . . . . . . . .     $21,925          $1,985         $15,000         $80,000
Alfred M. Rankin, Jr.. . . . . . . .     $21,767          $1,452         $15,000         $80,000
James O. Welch, Jr.. . . . . . . . .     $21,767          $2,122         $15,000         $80,000
J. Lawrence Wilson . . . . . . . . .     $21,767          $1,533         $15,000         $80,000
</TABLE>

---------
(1)  The amounts  shown in this column are based on the Funds' fiscal year ended
     December 31, 1999.

(2)  The amounts reported in this column reflect the total  compensation paid to
     each Trustee for his or her service as Trustee of 103  Vanguard  funds (102
     in the  case  of Mr.  Malkiel;  93 in the  case  of Mr.  MacLaury)  for the
     calendar year.

(3)  Mr. Bogle has retired from the Funds' Board, effective December 31, 1999.

                             PORTFOLIO TRANSACTIONS

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

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

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


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

                                      B-18

<PAGE>

                               COMPARATIVE INDEXES

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

     Each of the investment  company  members of The Vanguard  Group,  including
Vanguard  Index Trust,  may from time to time,  use one or more of the following
unmanaged indexes for comparative performance purposes.

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

STANDARD & POOR'S 500/BARRA VALUE  INDEX--consists of the stocks in the Standard
& Poor's 500 Composite Stock Price Index (S&P 500) with the lowest price-to-book
ratios, comprising 50% of the market capitalization of the S&P 500.

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

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

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

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

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

WILSHIRE  5000 TOTAL MARKET  INDEX--consists  of more than 7,000  common  equity
securities,  covering  all  stocks  in the  U.S.  for  which  daily  pricing  is
available.

WILSHIRE  4500  COMPLETION  INDEX--consists  of all stocks in the Wilshire  5000
except for the 500 stocks in the Standard & Poor's 500 Index.

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

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

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

MORGAN  STANLEY  CAPITAL  INTERNATIONAL  EAFE  INDEX--is an  arithmetic,  market
value-weighted  average of the performance of over 900 securities  listed on the
stock exchanges of countries in Europe, Australasia and the Far East.

GOLDMAN SACHS 100  CONVERTIBLE  BOND  INDEX--currently  includes 71 bonds and 29
preferred  stocks.  The original  list of names was  generated by screening  for
convertible  issues of $100  million or greater  in market  capitalization.  The
index is priced monthly.

SALOMON BROTHERS GNMA  INDEX--includes  pools of mortgages originated by private
lenders and guaranteed by the mortgage pools of the Government National Mortgage
Association.

SALOMON BROTHERS HIGH-GRADE  CORPORATE BOND  INDEX--consists of publicly issued,
non-convertible  corporate bonds rated Aa or Aaa. It is a value-weighted,  total
return index, including  approximately 800 issues with maturities of 12 years or
greater.

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

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

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

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

                                      B-19

<PAGE>

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

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

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

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

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

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

LEHMAN BROTHERS MUTUAL FUND INTERMEDIATE (5-10) GOVERNMENT/CORPORATE INDEX--is a
market-weighted index that contains  individually priced U.S. Treasury,  agency,
and corporate  securities rated BBB- or better with maturities  between 5 and 10
years. The index has a market value of over $800 billion.

LEHMAN  BROTHERS  LONG (10+)  GOVERNMENT/CORPORATE  INDEX--is a  market-weighted
index that contains  individually  priced U.S.  Treasury,  agency, and corporate
securities rated BBB- or better with maturities greater than 10 years. The index
has a market value of over $1.1 trillion.

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

LEHMAN  BROTHERS  LONG-TERM  CORPORATE  BOND  INDEX--is  a subset of the  Lehman
Corporate  Bond  Index  covering  all  corporate,  publicly  issued,  fixed-rate
nonconvertible  U.S.  debt issues rated at least Baa, with at least $100 million
principal outstanding and maturity greater than 10 years.

                              FINANCIAL STATEMENTS

The Funds' Financial  Statements as of and for the year ended December 31, 1999,
appearing in the Vanguard  Index Trust 1999 Annual Reports 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 Reports to Shareholders, which may
be obtained without charge.


                                                                   SAI040 102000

                                      B-20

<PAGE>

                                     PART C

                              VANGUARD INDEX TRUST

                                OTHER INFORMATION

ITEM 23. EXHIBITS


(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 Funds" 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**
(p)    Code of Ethics*

  *Filed previously
 **Filed herewith


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  funds  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, First Union
National Bank, PA4943, 530 Walnut Street, Philadelphia,  PA 19106, and The Chase
Manhattan Bank, N.A., 4 Chase Metro Tech Center, Brooklyn, New York, 11245.

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  meets  all
requirements for effectiveness of this Registration  Statement  pursuant to Rule
485(b) under the  Securities  Act of 1933 and 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 16th day of October, 2000.


                                               VANGUARD INDEX FUNDS



                                   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      October 16, 2000
   ---------------------------Executive Officer, and Trustee
       (Heidi Stam)
      John J. Brennan*


By:/S/ JOANN HEFFERNAN HEISEN Trustee                         October 16, 2000
   ---------------------------
       (Heidi Stam)
     JoAnn Heffernan Heisen*


By:/S/ BRUCE K. MACLAURY      Trustee                         October 16, 2000
   ---------------------------
       (Heidi Stam)
      Bruce K. MacLaury*


By:/S/ BURTON G. MALKIEL      Trustee                         October 16, 2000
   ---------------------------
       (Heidi Stam)
       Burton G. Malkiel*


By:/S/ ALFRED M. RANKIN, JR.  Trustee                         October 16, 2000
   ---------------------------
       (Heidi Stam)
     Alfred M. Rankin, Jr.*


By:/S/ JAMES O. WELCH, JR.    Trustee                         October 16, 2000
   ---------------------------
       (Heidi Stam)
     James O. Welch, Jr.*


By:/S/ J. LAWRENCE WILSON     Trustee                         October 16, 2000
   ---------------------------
       (Heidi Stam)
     J. Lawrence Wilson*


By:/S/ THOMAS J. HIGGINS      Treasurer and Principal         October 16, 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>

                                  EXHIBIT INDEX

Consent of Independent Accountants. . . . . . . . . . . Ex-99.BJ
Multiple Class Plan. . . . . . . . . . . . . . . . . . .Ex-99.BO




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