VANGUARD WORLD FUND INC
485BPOS, 2000-04-28
Previous: LEPERCQ ISTEL TRUST, 485BPOS, 2000-04-28
Next: JERSEY CENTRAL POWER & LIGHT CO, U-1/A, 2000-04-28



<PAGE>



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






                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM N-1A

      REGISTRATION STATEMENT (NO. 2-17620) UNDER THE SECURITIES ACT OF 1933


                           PRE-EFFECTIVE AMENDMENT NO.
                         POST-EFFECTIVE AMENDMENT NO. 79


                                       AND

         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940


                                AMENDMENT NO. 79




                              VANGUARD WORLD FUNDS
         (EXACT NAME OF REGISTRANT AS SPECIFIED IN DECLARATION OF TRUST)

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

                  REGISTRANT'S TELEPHONE NUMBER (610) 669-1000

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



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

                IT IS PROPOSED THAT THIS FILING BECOME EFFECTIVE:
            ON APRIL 28, 2000, PURSUANT TO PARAGRAPH (B) OF RULE 485.

<PAGE>
                                     [SHIP]
                            [THE VANGUARD GROUP LOGO]

                   VANGUARD(R) CALVERT SOCIAL INDEX (TM) FUND
                          SUPPLEMENT TO THE PROSPECTUS
                              DATED APRIL 28, 2000

SUBSCRIPTION PERIOD
Vanguard  Calvert Social Index Fund is holding a subscription  period from May 8
through May 31, 2000.  During this period,  the Fund will invest in money market
securities  rather than follow its normal  investment  policies.  This  strategy
should allow the Fund to accumulate assets sufficient to purchase most stocks in
the  Calvert  Social  Index on a single day (May 31,  2000),  and is expected to
significantly reduce initial trading costs.
         During the subscription period, you may instruct Vanguard in writing to
exchange assets into the Fund from a different  Vanguard  account.  Assets to be
exchanged  will  remain  in the  originating  account  until  the  close  of the
subscription period (May 31, 2000). VANGUARD WILL COMPLETE YOUR EXCHANGE ONLY IF
THERE ARE  SUFFICIENT  ASSETS IN THE  ORIGINATING  ACCOUNT ON MAY 31 TO MEET THE
FUND'S MINIMUM INITIAL  INVESTMENT  REQUIREMENT OF $3,000 FOR THE INVESTOR CLASS
($1,000 FOR IRAS AND  UGMA/UTMA  ACCOUNTS) OR $10 MILLION FOR THE  INSTITUTIONAL
CLASS.

(C) 2000 The Vanguard Group, Inc. All rights reserved.
Vanguard Marketing Corporation, Distributor.                     XXXX-05/08/2000



<PAGE>


VANGUARD(R) CALVERT SOCIAL INDEX (TM) FUND
PROSPECTUS
APRIL 28, 2000

This is the Fund's initial
prospectus, so it contains
no performance data.



[A MEMBER OF
THE VANGUARD GROUP LOGO]

<PAGE>

VANGUARD(R) CALVERT SOCIAL INDEX(TM) FUND
Prospectus
April 28, 2000

A Stock Index Mutual Fund



- --------------------------------------------------------------------------------
CONTENTS
- --------------------------------------------------------------------------------
1 FUND PROFILE                          11 SHARE PRICE
2 ADDITIONAL INFORMATION                12 INVESTING WITH VANGUARD
3 AN INTRODUCTION TO INDEX FUNDS           12 SERVICES AND ACCOUNT FEATURES
4 A WORD ABOUT RISK                        13 TYPES OF ACCOUNTS
4 WHO SHOULD INVEST                        14 BUYING SHARES
5 PRIMARY INVESTMENT STRATEGIES            16 REDEEMING SHARES
8 THE FUND AND VANGUARD                    19 TRANSFERRING REGISTRATION
9 INVESTMENT ADVISER                       20 FUND AND ACCOUNT UPDATES
10 DIVIDENDS, CAPITAL GAINS, AND TAXES  GLOSSARY (inside back cover)
- --------------------------------------------------------------------------------



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


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

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

The Fund's  separate  share classes have different  expenses;  as a result their
investment  performances  will vary.  UNLESS  OTHERWISE NOTED, ALL REFERENCES IN
THIS  PROSPECTUS  TO  FEES,   EXPENSES,   AND  INVESTMENT   PERFORMANCE   RELATE
SPECIFICALLY TO INVESTOR SHARES.
- -------------------------------------------------------------------------------





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

<PAGE>


                                                                               1

FUND PROFILE

The following  profile  summarizes key features of Vanguard Calvert Social Index
Fund.

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


INVESTMENT STRATEGIES
The Fund employs a passive management strategy designed to track the performance
of the Calvert Social Index.  The Index is composed of large- and mid-cap stocks
that have been  screened for certain  social and  environmental  criteria by the
Index sponsor,  which is independent of Vanguard. The Fund attempts to replicate
the Index by investing all or substantially all of its assets in the stocks that
comprise  the Index.  For a  description  of the Fund's  replication  technique,
please see "Indexing Methods" under PRIMARY INVESTMENT STRATEGIES.


PRIMARY RISKS
THE FUND'S TOTAL RETURN,  LIKE STOCK PRICES  GENERALLY,  WILL FLUCTUATE WITHIN A
WIDE  RANGE,  SO AN INVESOR  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- and
     mid-cap  stocks  generally,  or from stocks  included in the Calvert Social
     Index  specifically,  will trail  returns  from other asset  classes or the
     overall stock market.

- -    Nondiversification  risk,  which is the chance that the Fund's  performance
     may be hurt  disproportionately  by the poor  performance of relatively few
     securities. The Fund is considered nondiversified,  which means that it may
     invest a greater  percentage of its assets in the  securities of particular
     issuers as compared with other mutual funds.


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



                                PLAIN TALK ABOUT
                                  FUND EXPENSES
All mutual funds have operating  expenses.  These  expenses,  which are deducted
from a fund's gross  income,  are expressed as a percentage of the net assets of
the fund. We expect  Vanguard  Calvert Social Index Fund's expense ratio for the
current  fiscal  year to be 0.25%,  or $2.50 per $1,000 of average  net  assets.
Management  expenses,  which  are  one  part  of  operating  expenses,   include
investment  advisory  fees as well as other  costs of managing a  fund--such  as
account  maintenance,  reporting,  accounting,  legal, and other  administrative
expenses.

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


PERFORMANCE/RISK INFORMATION
The Fund began operations on May 8, 2000, so performance  information (including
annual total returns and average  annual total  returns)for a full calendar year
is not yet available.


<PAGE>


2


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  estimated  amounts for the current  fiscal year.


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



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


     * Vanguard will deduct an account maintenance fee 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 one-year and three-year 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  match our estimates for the
Fund's first year of  operations.  The results  apply  whether or not you redeem
your investment at the end of each period.



                            ------------------------
                              1 YEAR      3 YEARS
                            ------------------------
                                $26           $80
                            ------------------------


THIS  EXAMPLE  SHOULD  NOT  BE  CONSIDERED  TO  REPRESENT   ACTUAL  EXPENSES  OR
PERFORMANCE  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                  CalSoc

INVESTMENT ADVISERS                               VANGUARD FUND NUMBER
The Vanguard Group, Valley Forge, Pa.,            213
since inception
                                                  CUSIP NUMBER
INCEPTION DATE                                    921910303
May 8, 2000

SUITABLE FOR IRAS
Yes

MINIMUM INITIAL INVESTMENT
$3,000; $1,000 for IRAs and custodial accounts
for minors
- --------------------------------------------------------------------------------


<PAGE>


                                                                               3

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 track, as closely as possible,  the
performance of an established  target index.  The fund does this by holding all,
or a representative sample, of the securities that comprise the index.
     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.

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, in addition,  they keep trading  activity--and thus brokerage
     commissions--to a minimum.
- -    Low  realization  of capital gains.  Because an index fund typically  sells
     securities only to respond to redemption requests or to adjust its holdings
     to reflect a change in its target index, the fund's turnover rate--and thus
     its  realization of taxable capital  gains--is  usually much lower than the
     average mutual fund.

- --------------------------------------------------------------------------------
                               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 expenses can, over time, have
a dramatic effect on a fund's performance.
- --------------------------------------------------------------------------------

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.

<PAGE>


4



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

This  prospectus  describes  risks you would  face as an  investor  in  Vanguard
Calvert  Social  Index  Fund.  It is  important  to keep in mind one of the main
axioms of  investing:  The  higher  the risk of losing  money,  the  higher  the
potential reward. The reverse,  also, is generally true: The lower the risk, the
lower the  potential  reward.  As you consider an  investment  in the Fund,  you
should also take into account your personal tolerance for the daily fluctuations
of the stock market.
     Look for this [FLAG] symbol  throughout the prospectus.  It is used to mark
detailed  information  about  each  type of risk that you  would  confront  as a
shareholder of the Fund.
================================================================================

WHO SHOULD INVEST

The Fund may be a suitable investment for you if:
- -    You wish to add a fund that invests in large- and mid-capitalization stocks
     to your existing  holdings,  which could include other stock investments as
     well as bond, money market, and tax-exempt investments.
- -    You seek growth of capital over the long term--at least five years.
- -    You want a fund that considers social and  environmental  issues as part of
     its investment program.

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.
This is why all  Vanguard  funds have  adopted  special  policies to  discourage
short-term trading. Specifically:
- -    Each   Vanguard   fund   reserves   the  right  to  reject   any   purchase
     request--including  exchanges from other Vanguard funds--that it regards as
     disruptive  to  efficient  portfolio  management.  The  fund  may  reject a
     purchase  request  because of the timing of the  investment or because of a
     history of excessive trading by the investor.
- -    Each  Vanguard  fund (except the money market  funds)  limits the number of
     times that an investor can exchange into and out of the fund.
- -    Each Vanguard fund reserves the right to stop offering shares at any time.
- -    Vanguard's U.S. Stock Index Funds,  International  Stock Index Funds,  REIT
     Index Fund,  Balanced  Index Fund,  and Growth and Income Fund generally do
     NOT accept  exchanges  by  telephone  or fax,  or  online.  (IRAs and other
     retirement accounts are not subject to this rule.)
- -    Certain  Vanguard  funds  charge   transaction  fees  on  purchases  and/or
     redemptions of their shares.
See the INVESTING WITH VANGUARD  section of this  prospectus for further details
on Vanguard's transaction policies.

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


                                                                               5

PRIMARY INVESTMENT STRATEGIES
This section explains the strategies that the investment adviser uses in pursuit
of the Fund's investment objective.  It also explains how the adviser implements
these strategies.  In addition,  this section discusses important risks faced by
investors  in the Fund.  The Board of Trustees  oversees the  management  of the
Fund, and may change the investment strategies in the interest of shareholders.



- --------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                             CALVERT SOCIAL INDEX
The  Calvert  Social  Index is  maintained  by the  Calvert  Group of  Bethesda,
Maryland,  a leading  organization  in the world of  social  investing.  Calvert
selects stocks from  approximately  1,000 of the largest companies in the United
States by evaluating  each company's  performance  in the following  categories:
environmental;   labor  relations;  product  safety;  animal  welfare;  military
weapons;  community  relations;  human  rights;  and the  rights  of  indigenous
peoples.  Included  in the Index are  companies  (a) with  programs  focused  on
reducing overall  environmental  impact;  (b) with good labor relations records,
including  those with strong  diversity  programs;  (c) that produce healthy and
safe products and services;  (d) that have reduced their use of animal  testing;
(e) that  are  responsible  citizens  in their  communities;  and (f) that  have
adopted human rights standards.

Excluded from the Index are companies that, in Calvert's opinion:  (a) have poor
environmental  records,  (including those with significant  compliance and waste
management  problems);  (b)  significantly  engage in nuclear power;  (c) have a
record of employment  discrimination;  (d) provide  unsafe  workplaces;  (e) are
primarily engaged in tobacco, alcohol,  firearms, or gambling; (f) abuse animals
through  methods  of  factory  farming;  (g) are  primarily  engaged  in weapons
contracting;  (h) directly contribute to human rights violations worldwide;  and
(i) are  significantly  engaged in a pattern or practice of violating the rights
of indigenous peoples.

For further  information about the Calvert Social Index,  please visit Calvert's
website, at www.calvert.com or contact Calvert at 1-800-368-2745.
- --------------------------------------------------------------------------------




MARKET EXPOSURE

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

     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 Standard & Poor's 500 Index,  a widely used barometer
of 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>


6
- --------------------------------------------------------------------------------
                      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 this Fund in particular.



- --------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                   LARGE-CAP, MID-CAP, AND SMALL-CAP STOCKS
Stocks  of  publicly  traded   companies--and   mutual  funds  that  hold  these
stocks--can be classified by the  companies'  market value,  or  capitalization.
Market  capitalization  changes over time, and there is no "official" definition
of the boundaries of large-,  mid-,  and small-cap  stocks.  Vanguard  generally
defines  large-capitalization  (large-cap)  funds as  those  holding  stocks  of
companies  whose  outstanding  shares have a market value exceeding $12 billion;
mid-cap funds as those holding  stocks of companies  with a market value between
$1 billion and $12  billion;  and  small-cap  funds as those  typically  holding
stocks  of  companies  with a market  value of less  than $1  billion.  Vanguard
periodically reassesses these classifications.
- --------------------------------------------------------------------------------


[FLAG] THE FUND IS ALSO SUBJECT TO  INVESTMENT  STYLE RISK,  WHICH IS THE CHANCE
     THAT RETURNS FROM LARGE- AND  MID-CAPITALIZATION  STOCKS 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.



[FLAG] BECAUSE THE FUND IS  NONDIVERSIFIED  (WHICH MEANS IT MAY INVEST A GREATER
     PERCENTAGE  OF ITS ASSETS IN THE  SECURITIES  OF FEWER  ISSUERS AS COMPARED
     WITH  OTHER  MUTUAL  FUNDS),  THE  FUND IS  SUBJECT  TO THE  RISK  THAT ITS
     PERFORMANCE  MAY BE HURT  DISPROPORTIONATELY  BY THE  POOR  PERFORMANCE  OF
     RELATIVELY FEW SECURITIES.


SECURITY SELECTION
The Fund seeks to provide  investment  results  that  correspond  to the Calvert
Social Index. The correlation  between the performance of the Fund and the Index
is expected to be at least 95%, (a correlation  of 100% would  indicate  perfect
correlation).  Keep in mind that the social screening  policies  employed by the
Index may result in economic sector weightings that are significantly  different
from those of the overall  market.  For  example,  as of May 1, 2000  technology
stocks represented .% of the Calvert Social Index, while that sector represented
 .% of the Russell 1000 Index.  In addition,  as of the same date,  stocks within
the integrated  oils sector  represented  .% of the Calvert Social Index,  while
that sector represented .% of the Russell 1000 Index.


<PAGE>


                                                                               7
INDEXING METHODS
In seeking to track a particular index, a fund generally uses one of two methods
to select the securities in which it invests.

     REPLICATION   METHOD.   Many  stock  funds--but  not  bond  funds--use  the
replication method of indexing. This means that a fund holds each security found
in its target index in about the same  proportions  as  represented in the index
itself.  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 would invest about 5% of its assets
in that company. For bond funds, replication is an inefficient and costly method
of  indexing,  since  there is no liquid  market for many of the  corporate  and
agency bonds  typically  found in a broad bond index.  Vanguard  Calvert  Social
Index Fund uses the replication method of indexing to invest in stocks.
     STRAIGHT  SAMPLING  METHOD.  Funds tracking  large indexes  sometimes use a
"straight sampling"  technique.  Using sophisticated  computer programs,  a fund
selects,  from the target index, a representative sample of securities that will
resemble the full target index in terms of key risk factors.


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.



- --------------------------------------------------------------------------------
                               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 March  31,2000,  the  average  turnover  rate for all
passively  managed  domestic  equity index funds  investing in common  stocks is
roughly  19%;  for all  domestic  stock  funds,  the  average  turnover  rate is
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 asset within a one-year period.)
- --------------------------------------------------------------------------------

ACCOUNT MAINTENANCE FEE
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.  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.


OTHER INVESTMENT POLICIES AND RISKS
The Fund  reserves  the right to  substitute  a different  index for the Calvert
Social  Index if the  Calvert  Social  Index is  discontinued,  or for any other
reason determined in good faith by the

<PAGE>


8


Fund's Board of Trustees.  In such instance,  the substitute  index will measure
the same general market as the current index.
     The Fund may invest in foreign  securities to the extent necessary to carry
out its investment strategy of holding all of the stocks that comprise the index
it tracks.

     To match its target  index as closely as  possible,  the Fund  attempts  to
remain fully invested in stocks.  The Fund intends to invest at least 95% of its
total  assets in the stocks of the Index.  To help stay fully  invested,  and to
reduce  transaction  costs, the Fund may invest,  to a limited extent,  in stock
index futures and options contracts,  warrants, convertible securities, and swap
agreements,  which  are  types of  derivatives.  These  investments  will not be
screened based on social or environmental criteria.

     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 the 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  Fund  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.
     The Fund's  obligation to purchase  securities under futures contracts will
not exceed 20% of its total assets.
     The reasons for which the Fund will invest in futures and options are:
- -    To keep cash on hand to meet  shareholder  redemptions or other needs while
     simulating full investment in stocks.
- -    To reduce the Fund's  transaction costs or add value when these instruments
     are favorably priced.
     Although index funds, by their nature, tend to be tax-efficient  investment
vehicles, the Fund generally is managed without regard to tax ramifications.

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


THE FUND AND VANGUARD
The Fund is a member of The Vanguard  Group, a family of more than 35 investment
companies  with more than 100 funds holding assets worth more than $540 billion.
All of the  Vanguard  funds  share  in the  expenses  associated  with  business
operations, such as personnel, office space, equipment, and advertising.


<PAGE>


                                                                               9
     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 Fund's adviser through its Quantitative  Equity Group. As of
December  31,  1999,  Vanguard  served as adviser  for about  $371.4  billion in
assets. Vanguard manages the Fund on an at-cost basis, subject to the control of
the Trustees and officers of the Fund.
     The Fund has authorized Vanguard to choose brokers or dealers to handle the
purchase  and sale of  securities  for the Fund,  and to get the best  available
price and most  favorable  execution  from  these  brokers  with  respect to all
transactions.  Also, the Fund may direct the adviser to use a particular  broker
for certain transactions in exchange for commission rebates or research services
provided to the Fund.




- --------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                              THE FUND'S ADVISER
The individual primarily responsible for overseeing the 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;  has served as the Fund's  portfolio  manager since
inception; A.B., Dartmouth College; M.B.A., University of Chicago.
- --------------------------------------------------------------------------------


<PAGE>


10

DIVIDENDS, CAPITAL GAINS, AND TAXES


FUND DISTRIBUTIONS
The Fund  distributes to shareholders  virtually all of its net income (interest
and dividends,  less  expenses),  as well as any capital gains realized from the
sale of its holdings. Distributions generally occur in December. 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:

- -    Distributions are taxable to you for federal income tax purposes whether or
     not you reinvest these amounts in additional Fund shares.
- -    Distributions   declared  in  December--if  paid  to  you  by  the  end  of
     January--are  taxable  for  federal  income tax  purposes as if received in
     December.

- -    Any dividends and short-term  capital gains that you receive are taxable to
     you as ordinary income for federal income tax purposes.
- -    Any  distributions  of net  long-term  capital  gains are taxable to you as
     long-term capital gains for federal income tax purposes, no matter how long
     you've owned shares in the Fund.
- -    Capital gains  distributions  may vary  considerably from year to year as a
     result of the Fund's normal investment activities and cash flows.
- -    A sale or exchange of Fund shares is a taxable  event.  This means that you
     may have a capital gain to report as income, or a capital loss to report as
     a deduction, when you complete your federal income tax return.

- -    Dividend and capital gains  distributions that you receive, as well as your
     gains or losses from any sale or exchange of Fund shares, may be subject to
     state and local income taxes.


GENERAL INFORMATION


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


<PAGE>


11


- --------------------------------------------------------------------------------
                                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
The Fund's share price,  called its net asset value,  or NAV, is calculated each
business day after the close of regular  trading on the New York Stock  Exchange
(the NAV is not  calculated  on  holidays  or other  days when the  Exchange  is
closed).  The Fund  computes  a separate  net asset  value for each of its share
classes. This is done by adding up the total value of the Fund's investments and
other assets attributed to each share class,  subtracting any of its liabilities
(debts)  attributed to each share class; and then dividing by the number of Fund
shares outstanding for each share class.


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


Knowing the daily net asset value is useful to you as a  shareholder  because it
indicates the current value of your  investment.  The Fund's NAV,  multiplied by
the  number of  shares  you own,  gives you the  dollar  amount  you would  have
received had you sold all of your shares back to the Fund that day.
     A NOTE ON PRICING:  The Fund's  investments  will be priced at their market
value when market  quotations are readily  available.  When these quotations are
not  readily  available,  investments  will  be  priced  at  their  fair  value,
calculated according to procedures adopted by the Fund's Board of Trustees.

     The Fund's  share price can be found  daily in the mutual fund  listings of
most major  newspapers  under the  heading  "Vanguard  Index  Funds."  Different
newspapers use different  abbreviations  of the Fund's name, but the most common
is CalSoc.





"Standard & Poor's(R),"  "S&P(R),"  "S&P  500(R),"  "Standard & Poor's 500," and
"500" are trademarks of The McGraw-Hill Companies,  Inc., and have been licensed
for use by The Vanguard Group.

<PAGE>


12




- --------------------------------------------------------------------------------
INVESTING WITH VANGUARD

Are you looking for the most  convenient  way to open or add money to a Vanguard
account?  Obtain instant access to fund information?  Establish an account for a
minor child or for your retirement savings?
     Vanguard  can help.  Our goal is to make it easy and pleasant for you to do
business with us.
     The following  sections of the prospectus briefly explain the many services
we offer.  Booklets providing detailed information are available on the services
marked with a [BOOKLET]. Please call us to request copies.
- --------------------------------------------------------------------------------


SERVICES AND ACCOUNT FEATURES

Vanguard  offers many services that make it convenient to buy, sell, or exchange
shares, or to obtain fund or account information.
- --------------------------------------------------------------------------------
TELEPHONE REDEMPTIONS (SALES AND EXCHANGES)
Automatically set up for this Fund unless you notify us otherwise.
- --------------------------------------------------------------------------------
VANGUARD(R) DIRECT DEPOSIT SERVICE [BOOKLET]
Automatic  method  for  depositing  your  paycheck  or U.S.  government  payment
(including Social Security and government pension checks) into your account.
- --------------------------------------------------------------------------------
VANGUARD(R) AUTOMATIC EXCHANGE SERVICE [BOOKLET]
Automatic  method for  moving a fixed  amount of money  from one  Vanguard  fund
account to another.
- --------------------------------------------------------------------------------

VANGUARD FUND EXPRESS(R) [BOOKLET]
Electronic  method for buying or selling shares.  You can transfer money between
your  Vanguard  fund account and an account at your bank,  savings and loan,  or
credit union on a systematic schedule.

- --------------------------------------------------------------------------------
VANGUARD DIVIDEND EXPRESS(TM) [BOOKLET]
Electronic method for transferring  dividend and/or capital gains  distributions
directly  from your  Vanguard  fund account to your bank,  savings and loan,  or
credit union account.
- --------------------------------------------------------------------------------
VANGUARD TELE-ACCOUNT(R) 1-800-662-6273 (ON-BOARD)[BOOKLET]
Toll-free  24-hour access to Vanguard fund and account  information--as  well as
some  transactions--by  using any touch-tone phone.  Tele-Account provides total
return,  share price, price change, and yield quotations for all Vanguard funds;
gives your account balances and history (e.g., last transaction, latest dividend
distribution);  and  allows  you to sell or  exchange  shares  to and from  most
Vanguard funds.
- --------------------------------------------------------------------------------

www.vanguard.com [COMPUTER]
You can use your  personal  computer to perform  certain  transactions  for most
Vanguard  funds by accessing our website.  To establish  this service,  you must
register  through our website.  We will then mail you an account access password
that  allows  you  to  process  the  following   financial  and   administrative
transactions online:
- -    Open a new account.*
- -    Buy, sell, or exchange shares of most funds.
- -    Change your name/address.


<PAGE>


                                                                              13

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

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



TYPES OF ACCOUNTS

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

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

<PAGE>


14

BUYING SHARES

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

add to an existing account
$100 by mail or exchange; $1,000 by wire.
- --------------------------------------------------------------------------------

A NOTE ON LOW BALANCES
The Fund  reserves  the  right to close any  nonretirement  fund  account  whose
balance falls below the minimum initial  investment.  The Fund will deduct a $10
annual fee in June if your  nonretirement  account balance at that time is below
$2,500.  The low balance fee is waived for investors who have aggregate Vanguard
account assets of $50,000 or more.

- --------------------------------------------------------------------------------
BY MAIL TO . . .[ENVELOPE]
open a new account
Complete and sign the account registration form and enclose your check.

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


Make your check payable to: The Vanguard Group-213.
All  purchases  must be made in U.S.  dollars,  and checks must be drawn on U.S.
banks.




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


For clients of Vanguard's Institutional Division . . .


First-class mail to:          Express or Registered mail to:
The Vanguard Group            The Vanguard Group
P.O. Box 2900                 455 Devon Park Drive
Valley Forge, PA 19482-2900   Wayne, PA 19087-1815
- --------------------------------------------------------------------------------
IMPORTANT  NOTE:  To prevent  check fraud,  Vanguard will not accept checks made
payable to third parties.
- --------------------------------------------------------------------------------
BY TELEPHONE TO . . .[TELEPHONE]
open a new account
Call Vanguard  Tele-Account*  24 hours a day--or Client Services during business
hours--to exchange from another Vanguard fund account with the same registration
(name, address,  taxpayer  identification  number, and account type). (Note that
some restrictions apply to index fund accounts.)
<PAGE>


                                                                              15


add to an existing account
Call Vanguard  Tele-Account*  24 hours a day--or Client Services during business
hours--to exchange from another Vanguard fund account with the same registration
(name, address,  taxpayer  identification  number, and account type). (Note that
some restrictions  apply to index fund accounts.) Use Vanguard Fund Express (see
"Services and Account Features") to transfer assets from your bank account. Call
Client Services before your first use to verify that this option is available.


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



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

Wire to:
FRB ABA 021001088
HSBC Bank USA

For credit to:
Account: 000112046
Vanguard Incoming Wire Account

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

<PAGE>


16

REDEEMING SHARES

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

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

*May require a signature guarantee; see footnote on page 18.

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


In both  cases,  your  transaction  will be based on the Fund's  next-determined
share price,  subject to any special rules discussed in this "Redeeming  Shares"
section of the prospectus.

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

HOW TO REQUEST A REDEMPTION
You can request a  redemption  from your Fund  account in any one of three ways:
online, by telephone, or by mail.

     The Vanguard funds whose shares you cannot  exchange online or by telephone
are VANGUARD U.S.  STOCK INDEX FUNDS,  VANGUARD  BALANCED  INDEX FUND,  VANGUARD
INTERNATIONAL  STOCK INDEX FUNDS,  VANGUARD REIT INDEX FUND, and VANGUARD GROWTH
AND INCOME FUND. These funds do, however,  permit online and telephone exchanges
within  IRAs and some other  retirement  accounts.  If you sell  shares of these
funds online,  a redemption check will be mailed to your address of record.


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

ONLINE REQUESTS [COMPUTER]
at www.vanguard.com
You can use your personal  computer to sell or exchange  shares of most Vanguard
funds by accessing our website.  To establish  this  service,  you must register
through our website.  We will then mail you an account access password that will
enable  you to sell  or  exchange  shares  online  (as  well  as  perform  other
transactions).

- --------------------------------------------------------------------------------
TELEPHONE REQUESTS [TELEPHONE]
All Account Types Except Retirement:
Call Vanguard  Tele-Account  24 hours a day--or Client  Services during business
hours--to  sell or exchange  shares.  You can exchange  shares from this Fund to
open an account in another Vanguard fund or to add to an existing  Vanguard fund
account with an identical registration.

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

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


<PAGE>


                                                                              17


- --------------------------------------------------------------------------------
SPECIAL  INFORMATION:  We will automatically  establish the telephone redemption
option for your  account,  unless you instruct us  otherwise  in writing.  While
telephone  redemption is easy and convenient,  this account  feature  involves a
risk of loss from  unauthorized or fraudulent  transactions.  Vanguard will take
reasonable  precautions  to protect your  account from fraud.  You should do the
same by keeping your account information  private and immediately  reviewing any
account  statements  that  we  send  to  you.  Make  sure  to  contact  Vanguard
immediately about any transaction you believe to be unauthorized.
- --------------------------------------------------------------------------------
We reserve the right to refuse a telephone redemption if the caller is unable to
provide:
- -    The ten-digit account number.
- -    The name and address exactly as registered on the account.
- -    The primary Social Security or employer identification number as registered
     on the account.
- -    The Personal  Identification  Number (PIN),  if applicable  (for  instance,
     Tele-Account).

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

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

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

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

<PAGE>


18


For clients of Vanguard's Institutional Division .  .  .


First-class mail to:          Express or Registered mail to:
The Vanguard Group            The Vanguard Group
P.O. Box 2900                 455 Devon Park Drive
Valley Forge, PA 19482-2900   Wayne, PA 19087-1815
- --------------------------------------------------------------------------------
A NOTE ON LARGE REDEMPTIONS
It is important that you call Vanguard  before you redeem a large dollar amount.
It is our responsibility to consider the interests of all fund shareholders, and
so we reserve the right to delay  delivery of your  redemption  proceeds--up  to
seven days--if the amount may disrupt the Fund's operation or performance.
     If you redeem more than  $250,000  worth of fund  shares  within any 90-day
period,  the  Fund  reserves  the  right  to pay  part or all of the  redemption
proceeds above $250,000  in-kind,  i.e., in securities,  rather than in cash. If
payment is made in-kind,  you may incur  brokerage  commissions  if you elect to
sell the securities for cash.
- --------------------------------------------------------------------------------
OPTIONS FOR REDEMPTION PROCEEDS
You may receive your redemption  proceeds in one of three ways: check,  exchange
to another Vanguard fund, or Fund Express redemption.
- --------------------------------------------------------------------------------
CHECK REDEMPTIONS
Normally,  Vanguard  will  mail  your  check  within  two  business  days  of  a
redemption.
- --------------------------------------------------------------------------------
EXCHANGE REDEMPTIONS
As described  above, an exchange  involves using the proceeds of your redemption
to purchase shares of another Vanguard fund.
- --------------------------------------------------------------------------------
FUND EXPRESS REDEMPTIONS
Vanguard  will  electronically  transfer  funds to your  prelinked  checking or
savings account.
- --------------------------------------------------------------------------------

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

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


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


TRANSACTIONS ARE PROCESSED AT THE NEXT-DETERMINED SHARE PRICE AFTER VANGUARD HAS
RECEIVED ALL REQUIRED INFORMATION.
<PAGE>


                                                                              19


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

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

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


TRANSFERRING REGISTRATION

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


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




<PAGE>


20

For clients of Vanguard's Institutional Division . . .


First-class mail to:          Express or Registered mail to:

The Vanguard Group            The Vanguard Group
P.O. Box 2900                 455 Devon Park Drive
Valley Forge, PA 19482-2900   Wayne, PA 19087-1815
- --------------------------------------------------------------------------------


FUND AND ACCOUNT UPDATES

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

<PAGE>

GLOSSARY OF INVESTMENT TERMS


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.

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

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

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

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

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

PRINCIPAL
The amount of your own money you put into an investment.


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


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

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

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

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

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

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

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

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

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

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

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

TEXT TELEPHONE: 1-800-952-3335

WORLD WIDE WEB:
WWW.VANGUARD.COM

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

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

TEXT TELEPHONE:
1-800-749-7273


INFORMATION PROVIDED BY THE
SECURITIES AND EXCHANGE
COMMISSION (SEC)
You can review and copy
information about the Fund
(including the SAI) at the SEC's
Public Reference Room in
Washington, DC. To find out more
about this public service, call the
SEC at 1-800-942-8090. Reports and
other information about the Fund are
also available on the SEC's website
(www.sec.gov), or you can receive
copies of this information, for a fee,
by electronic request at the
following e-mail address:
[email protected], or
by writing the Public Reference
Section, Securities and Exchange
Commission, Washington, DC 20549-0102.


Fund's Investment Company Act file
number: 811-1027

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


P213N-042000


<PAGE>

VANGUARD(R) CALVERT SOCIAL INDEX(TM) FUND

Participant Prospectus
April 28, 2000


This is the Fund's initial
prospectus, so it contains
no performance data.


[A MEMBER OF
THE VANGUARD GROUP LOGO]

<PAGE>


VANGUARD CALVERT SOCIAL INDEX FUND
Participant Prospectus
April 28, 2000


A Stock Index Mutual Fund


- --------------------------------------------------------------------------------
CONTENTS
- --------------------------------------------------------------------------------
1 FUND PROFILE                     9 INVESTMENT ADVISER
2 ADDITIONAL INFORMATION           9 DIVIDENDS, CAPITAL GAINS, AND TAXES
3 AN INTRODUCTION TO INDEX FUNDS   10 SHARE PRICE
4 A WORD ABOUT RISK                11 INVESTING WITH VANGUARD
4 WHO SHOULD INVEST                12 ACCESSING FUND INFORMATION BY COMPUTER
5 PRIMARY INVESTMENT STRATEGIES    GLOSSARY (inside back cover)
8 THE FUND AND VANGUARD
- --------------------------------------------------------------------------------


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

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


- --------------------------------------------------------------------------------
IMPORTANT NOTE

Vanguard  Calvert  Social  Index  Fund  offers two  separate  classes of shares:
Investor and Institutional. This prospectus offers the Fund's Investor Shares to
participants  in  employer-sponsored  retirement or savings  plans.  Please call
Vanguard to obtain separate prospectuses that offer:
- -    Investor  Shares  for  private   investors   ($3,000  minimum  [$1,000  for
     IRAs])--1-800-662-7447.
- -    Institutional    Shares   for   very   large    investors    ($10   million
     minimum)--1-800-523-1036.
     The Fund's  separate  share classes have different  expenses;  as a result,
their investment  performances will vary. UNLESS OTHERWISE NOTED, ALL REFERENCES
IN  THIS  PROSPECTUS  TO  FEES,  EXPENSES,  AND  INVESTMENT  PERFORMANCE  RELATE
SPECIFICALLY TO INVESTOR SHARES.
- -------------------------------------------------------------------------------









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


                                                                               1

FUND PROFILE

The following  profile  summarizes key features of Vanguard Calvert Social Index
Fund.

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


INVESTMENT STRATEGIES
The Fund employs a passive management strategy designed to track the performance
of the Calvert Social Index.  The Index is composed of large- and mid-cap stocks
that have been  screened for certain  social and  environmental  criteria by the
Index sponsor,  which is independent of Vanguard. The Fund attempts to replicate
the Index by investing all or substantially all of its assets in the stocks that
comprise  the Index.  For a  description  of the Fund's  replication  technique,
please see "Indexing Methods" under PRIMARY INVESTMENT STRATEGIES.


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- and
     mid-cap  stocks  generally,  or from stocks  included in the Calvert Social
     Index  specifically,  will trail  returns  from other asset  classes or the
     overall stock market.

- -    Nondiversification  risk,  which is the chance that the Fund's  performance
     may be hurt  disproportionately  by the poor  performance of relatively few
     securities. The Fund is considered nondiversified,  which means that it may
     invest a greater  percentage of its assets in the  securities of particular
     issuers as compared with other mutual funds.


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



                               PLAIN TALK ABOUT
                                 FUND EXPENSES
All mutual funds have operating  expenses.  These  expenses,  which are deducted
from a fund's gross  income,  are expressed as a percentage of the net assets of
the fund. We expect  Vanguard  Calvert Social Index Fund's expense ratio for the
current  fiscal  year to be 0.25%,  or $2.50 per $1,000 of average  net  assets.
Management  expenses,  which  are  one  part  of  operating  expenses,   include
investment  advisory  fees as well as other  costs of managing a  fund--such  as
account  maintenance,  reporting,  accounting,  legal, and other  administrative
expenses.

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


PERFORMANCE/RISK  INFORMATION
The Fund began operations on May 8, 2000, so performance  information (including
annual total returns and average  annual total returns) for a full calendar year
is not yet available.


<PAGE>


2


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  estimated  amounts for the current  fiscal year. The Fund has no
operating history, and actual operating expenses could be different.





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



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




     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 one-year and three-year 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  match our estimates for the
Fund's first year of  operations.  The results  apply  whether or not you redeem
your investment at the end of each period.



                            ------------------------
                               1 YEAR   3 YEARS
                            ------------------------
                                 $26         $80
                            ------------------------

     THIS  EXAMPLE  SHOULD NOT BE  CONSIDERED  TO REPRESENT  ACTUAL  EXPENSES OR
PERFORMANCE  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         CalSoc

INVESTMENT ADVISERS                      VANGUARD FUND NUMBER
The Vanguard Group, Valley Forge, Pa.,   213
since inception
                                         CUSIP NUMBER
INCEPTION DATE                           921910303
May 8, 2000

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


<PAGE>


                                                                               3
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 track, as closely as possible,  the
performance of an established  target index.  The fund does this by holding all,
or a representative sample, of the securities that comprise the index.
     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.

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, in addition,  they keep trading  activity--and thus brokerage
     commissions--to a minimum.
- -    Low  realization  of capital gains.  Because an index fund typically  sells
     securities only to respond to redemption requests or to adjust its holdings
     to reflect a change in its target index, the fund's turnover rate--and thus
     its  realization of taxable capital  gains--is  usually much lower than the
     average mutual fund.


- --------------------------------------------------------------------------------
                               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 expenses can, over time, have
a dramatic effect on a fund's performance.
- --------------------------------------------------------------------------------

     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.

<PAGE>


4

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

This  prospectus  describes  risks you would  face as an  investor  in  Vanguard
Calvert  Social  Index  Fund.  It is  important  to keep in mind one of the main
axioms of  investing:  The  higher  the risk of losing  money,  the  higher  the
potential reward. The reverse,  also, is generally true: The lower the risk, the
lower the  potential  reward.  As you consider an  investment  in the Fund,  you
should also take into account your personal tolerance for the daily fluctuations
of the stock market.
     Look for this [FLAG] symbol  throughout the prospectus.  It is used to mark
detailed  information  about  each  type of risk that you  would  confront  as a
shareholder of the Fund.
================================================================================


WHO SHOULD INVEST

The Fund may be a suitable investment for you if:
- -    You wish to add a fund that invests in large- and mid-capitalization stocks
     to your existing  holdings,  which could include other stock investments as
     well as bond, money market, and tax-exempt investments.
- -    You seek growth of capital over the long term--at least five years.
- -    You want a fund that considers social and  environmental  issues as part of
     its investment program.

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.
This is why all  Vanguard  funds have  adopted  special  policies to  discourage
short-term trading. Specifically:
- -    Each   Vanguard   fund   reserves   the  right  to  reject   any   purchase
     request--including  exchanges from other Vanguard funds--that it regards as
     disruptive  to  efficient  portfolio  management.  The  fund  may  reject a
     purchase  request  because of the timing of the  investment or because of a
     history of excessive trading by the investor.
- -    Each  Vanguard  fund (except the money market  funds)  limits the number of
     times that an investor can exchange into and out of the fund.
- -    Each Vanguard fund reserves the right to stop offering shares at any time.
- -    Vanguard's U.S. Stock Index Funds,  International  Stock Index Funds,  REIT
     Index Fund,  Balanced  Index Fund,  and Growth and Income Fund generally do
     NOT accept  exchanges  by  telephone  or fax,  or  online.  (IRAs and other
     retirement accounts are not subject to this rule.)
- -    Certain  Vanguard  funds  charge   transaction  fees  on  purchases  and/or
     redemptions of their shares.
See the INVESTING WITH VANGUARD  section of this  prospectus for further details
on Vanguard's transaction policies.

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

<PAGE>


                                                                               5

PRIMARY INVESTMENT STRATEGIES

This section explains the strategies that the investment adviser uses in pursuit
of the Fund's investment objective.  It also explains how the adviser implements
these strategies.  In addition,  this section discusses important risks faced by
investors  in the Fund.  The Board of Trustees  oversees the  management  of the
Fund, and may change the investment strategies in the interest of shareholders.


- --------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                             CALVERT SOCIAL INDEX
The  Calvert  Social  Index is  maintained  by the  Calvert  Group of  Bethesda,
Maryland,  a leading  organization  in the world of  social  investing.  Calvert
selects stocks from  approximately  1,000 of the largest companies in the United
States by evaluating  each company's  performance  in the following  categories:
environmental;   labor-relations;   product  safety;  animal  welfare;  military
weapons;  community  relations;  human  rights;  and the  rights  of  indigenous
peoples.  Included  in the Index are  companies  (a) with  programs  focused  on
reducing overall  environmental  impact;  (b) with good labor relations records,
including  those with strong  diversity  programs;  (c) that produce healthy and
safe products and services;  (d) that have reduced their use of animal  testing;
(e) that  are  responsible  citizens  in their  communities;  and (f) that  have
adopted human rights standards.

Excluded from the Index are companies that, in Calvert's opinion:  (a) have poor
environmental  records,  (including those with significant  compliance and waste
management  problems);  (b)  significantly  engage in nuclear power;  (c) have a
record of employment  discrimination;  (d) provide  unsafe  workplaces;  (e) are
primarily engaged in tobacco, alcohol,  firearms, or gambling; (f) abuse animals
through  methods  of  factory  farming;  (g) are  primarily  engaged  in weapons
contracting;  (h) directly contribute to human rights violations worldwide;  and
(i) are  significantly  engaged in a pattern or practice of violating the rights
of indigenous peoples.

For further  information about the Calvert Social Index,  please visit Calvert's
website, at www.calvert.com or contact Calvert at 1-800-368-2745.
- --------------------------------------------------------------------------------




MARKET EXPOSURE

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

     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 Standard & Poor's 500 Index,  a widely used barometer
of 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  invest- ment portfolio
would  incur.  Note,  also,  that the gap between best and worst tends to narrow
over the long term.

<PAGE>


6
- --------------------------------------------------------------------------------
                      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 this Fund in particular.



- --------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                   LARGE-CAP, MID-CAP, AND SMALL-CAP STOCKS
Stocks  of  publicly  traded   companies--and   mutual  funds  that  hold  these
stocks--can be classified by the  companies'  market value,  or  capitalization.
Market  capitalization  changes over time, and there is no "official" definition
of the boundaries of large-,  mid-,  and small-cap  stocks.  Vanguard  generally
defines  large-capitalization  (large-cap)  funds as  those  holding  stocks  of
companies  whose  outstanding  shares have a market value exceeding $12 billion;
mid-cap funds as those holding  stocks of companies  with a market value between
$1 billion and $12  billion;  and  small-cap  funds as those  typically  holding
stocks  of  companies  with a market  value of less  than $1  billion.  Vanguard
periodically reassesses these classifications.
- --------------------------------------------------------------------------------



[FLAG] THE FUND IS ALSO SUBJECT TO  INVESTMENT  STYLE RISK,  WHICH IS THE CHANCE
     THAT RETURNS FROM LARGE- AND  MID-CAPITALIZATION  STOCKS 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.


[FLAG] BECAUSE THE FUND IS  NONDIVERSIFIED  (WHICH MEANS IT MAY INVEST A GREATER
     PERCENTAGE  OF ITS ASSETS IN THE  SECURITIES  OF FEWER  ISSUERS AS COMPARED
     WITH  OTHER  MUTUAL  FUNDS),  THE  FUND IS  SUBJECT  TO THE  RISK  THAT ITS
     PERFORMANCE  MAY BE HURT  DISPROPORTIONATELY  BY THE  POOR  PERFORMANCE  OF
     RELATIVELY FEW SECURITIES.


<PAGE>


7


SECURITY  SELECTION
The Fund seeks to provide  investment  results  that  correspond  to the Calvert
Social Index. The correlation  between the performance of the Fund and the Index
is expected to be at least 95%, (a correlation  of 100% would  indicate  perfect
correlation).  Keep in mind that the social screening  policies  employed by the
Index may result in economic sector weightings that are significantly  different
from those of the overall  market.  For  example,  as of May 1, 2000  technology
stocks represented .% of the Calvert Social Index, while that sector represented
 .% of the Russell 1000 Index.  In addition,  as of the same date,  stocks within
the integrated  oils sector  represented  .% of the Calvert Social Index,  while
that sector represented .% of the Russell 1000 Index.


INDEXING METHODS
In seeking to track a particular index, a fund generally uses one of two methods
to select the securities in which it invests.

     REPLICATION   METHOD.   Many  stock  funds--but  not  bond  funds--use  the
replication method of indexing. This means that a fund holds each security found
in its target index in about the same  proportions  as  represented in the index
itself.  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 would invest about 5% of its assets
in that company. For bond funds, replication is an inefficient and costly method
of  indexing,  since  there is no liquid  market for many of the  corporate  and
agency bonds  typically  found in a broad bond index.  Vanguard  Calvert  Social
Index Fund uses the replication method of indexing to invest in stocks.

     STRAIGHT   SAMPLING  METHOD.   Because  it  would  be  very  expensive  and
inefficient to buy and sell all securities held in certain indexes (the Wilshire
5000 Index, for example,  includes more than 7,000 stocks), funds tracking these
larger   indexes   sometimes  use  a  "straight   sampling"   technique.   Using
sophisticated  computer  programs,  a fund  selects,  from the target  index,  a
representative  sample of securities that will resemble the full target index in
terms of key risk  factors.  For stock  funds,  these key risk  factors  include
industry  weightings,  country  weightings,  market  capitalization,  and  other
financial characteristices of stocks.
     Vanguard Calvert Social Index Fund uses the replication  method of indexing
to invest in stocks.

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.




- --------------------------------------------------------------------------------
                               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 March  31,2000,  The  average  turnover  rate for all
passively  managed  domestic  equity index funds  investing in common  stocks is
roughly  19%;  for all  domestic  stock  funds,  the  average  turnover  rate is
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 without a one-year period.)
- --------------------------------------------------------------------------------



OTHER INVESTMENT POLICIES AND RISKS

The Fund  reserves  the right to  substitute  a different  index for the Calvert
Social Index if the Calvert Social Index is discontinued or for any other reason
determined in good faith by the Fund's Board of Trustees. In such instance,  the
substitute index will measure the same general market as the current index.
     The Fund may invest in foreign  securities to the extent necessary to carry
out its investment strategy of holding all of the stocks that comprise the index
it tracks.

    To match its target  index as closely as  possible,  the Fund  attempts  to
remain fully invested in stocks.  The Fund intends to invest at least 95% of its
total  assets in the stocks of the Index.  To help stay fully  invested,  and to
reduce  transaction  costs, the Fund may invest,  to a limited extent,  in stock
index futures and options contracts, warrants, convert-


<PAGE>


8

ible  securities,  and swap  agreements,  which are types of derivatives.  These
investments will not be screened based on social or environmental criteria.
     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 the 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  Fund  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.
     The Fund's  obligation to purchase  securities under futures contracts will
not exceed 20% of its total assets.
     The reasons for which the Fund will invest in futures and options are:
- -    To keep cash on hand to meet  shareholder  redemptions or other needs while
     simulating full investment in stocks.
- -    To reduce the Fund's  transaction costs or add value when these instruments
     are favorably priced.
     Although index funds, by their nature, tend to be tax-efficient  investment
vehicles, the Fund generally is managed without regard to tax ramifications.


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


THE FUND AND VANGUARD

The Fund is a member of The Vanguard  Group, a family of more than 35 investment
companies  with more than 100 funds holding assets worth more than $550 billion.
All of the  Vanguard  funds  share  in the  expenses  associated  with  business
operations, such as personnel, office space, equipment, and advertising.

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

<PAGE>


                                                                               9



- --------------------------------------------------------------------------------
                               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 Fund's adviser through its Quantitative  Equity Group. As of
December  31,  1999,  Vanguard  served as adviser  for about  $371.4  billion in
assets. Vanguard manages the fund on an at-cost basis, subject to the control of
the Trustees and officers of the Fund.
     The Fund has authorized Vanguard to choose brokers or dealers to handle the
purchase  and sale of  securities  for the Fund,  and to get the best  available
price and most  favorable  execution  from  these  brokers  with  respect to all
transactions.  Also, the Fund may direct the adviser to use a particular  broker
for certain transactions in exchange for commission rebates or research services
provided to the Fund.



- --------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                              THE FUND'S ADVISER

The individual primarily responsible for overseeing the 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;  has served as the Fund's  portfolio  manager since
inception; A.B., Dartmouth College; M.B.A., University of Chicago.
- --------------------------------------------------------------------------------


DIVIDENDS, CAPITAL GAINS, AND TAXES


The Fund  distributes to shareholders  virtually all of its net income (interest
and dividends,  less  expenses),  as well as any capital gains realized from the
sale of its holdings.  Distributions  generally occur in December.

     Your  dividend  and  capital  gains  distributions  will be  reinvested  in
additional  Fund  shares  and  accumulate  on a  tax-deferred  basis  if you are
investing through an employer-sponsored retirement or savings plan. You will not
owe taxes on these  distributions until you begin withdrawals from the plan. You
should consult your plan administrator, your plan's Summary Plan Description, or
your tax adviser about the tax consequences of plan withdrawals.
<PAGE>


10


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


The Fund's share price,  called its net asset value,  or NAV, is calculated each
business day after the close of regular  trading on the New York Stock  Exchange
(the NAV is not  calculated  on  holidays  or other  days when the  Exchange  is
closed).  The Fund  computes  a separate  net asset  value for each of its share
classes. This is done by adding up the total value of the Fund's investments and
other assets attributed to each share class;  subtracting any of its liabilities
(debts)  attributed  to each share class and then dividing by the number of Fund
shares outstanding for each share class.



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


     Knowing the daily net asset value is useful to you as a shareholder because
it indicates the current value of your investment. The Fund's NAV, multiplied by
the  number of  shares  you own,  gives you the  dollar  amount  you would  have
received had you sold all of your shares back to the Fund that day.
     A NOTE ON PRICING:  The Fund's  investments  will be priced at their market
value when market  quotations are readily  available.  When these quotations are
not  readily  available,  investments  will  be  priced  at  their  fair  value,
calculated according to procedures adopted by the Fund's Board of Trustees.

     The Fund's  share price can be found  daily in the mutual fund  listings of
most major  newspapers  under the  heading  "Vanguard  Index  Funds."  Different
newspapers use different  abbreviations  of the Fund's name, but the most common
is CalSoc.












"Standard & Poor's(R),"  "S&P(R),"  "S&P  500(R),"  "Standard & Poor's 500," and
"500" are trademarks of The McGraw-Hill Companies,  Inc., and have been licensed
for use by The Vanguard Group.


<PAGE>


                                                                              11


INVESTING WITH VANGUARD

The Fund is an investment  option in your  retirement or savings plan. Your plan
administrator  or your  employee  benefits  office can provide you with detailed
information  on how to  participate in your plan and how to elect the Fund as an
investment option.

- -    If you have any questions about the Fund or Vanguard, including those about
     the Fund's investment objective,  strategies,  or risks, contact Vanguard's
     Participant Access Center, toll-free, at 1-800-523-1188.

- -    If you have questions about your account,  contact your plan  administrator
     or the organization that provides recordkeeping services for your plan.

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

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

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

- -    Make sure to read that fund's prospectus.  Contact  Vanguard's  Participant
     Access Center, toll-free, at 1-800-523-1188 for a copy.

- -    Vanguard can accept exchanges only as permitted by your plan.  Contact your
     plan  administrator for details on the exchange policies that apply to your
     plan.
<PAGE>


12

ACCESSING FUND INFORMATION BY COMPUTER

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

GLOSSARY OF INVESTMENT TERMS


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.

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

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

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

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

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

PRINCIPAL
The amount of your own money you put into an investment.


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


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

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 Calvert Social Index Fund,
the following documents are
available free upon request:

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

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

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

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

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

TELEPHONE:
1-800-523-1188

TEXT TELEPHONE:
1-800-523-8004

WORLD WIDE WEB:
WWW.VANGUARD.COM


INFORMATION PROVIDED BY THE
SECURITIES AND EXCHANGE
COMMISSION (SEC)
You can review and copy
information about the Fund
(including the SAI) at the SEC's
Public Reference Room in
Washington, DC. To find out more
about this public service, call the
SEC at 1-800-942-8090. Reports and
other information about the Fund are
also available on the SEC's website
(www.sec.gov), or you can receive
copies of this information, for a fee,
by electronic request at the
following e-mail address:
[email protected], or
by writing the Public Reference
Section, Securities and Exchange
Commission, Washington, DC 20549-0102.


Fund's Investment Company Act
file number: 811-1027

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


I213N-042000


<PAGE>


VANGUARD(R)
CALVERT SOCIAL INDEX(TM)
FUND
INSTITUTIONAL SHARES

Prospectus
April 28, 2000

This is the Fund's initial
prospectus, so it contains
no performance data.

[A MEMBER OF
THE VANGUARD GROUP LOGO]

<PAGE>

VANGUARD(R) CALVERT SOCIAL INDEX(TM) FUND
Prospectus
April 28, 2000

A Stock Index Mutual Fund


- --------------------------------------------------------------------------------
CONTENTS
- --------------------------------------------------------------------------------
1  FUND PROFILE                     11  SHARE PRICE
2  ADDITIONAL INFORMATION           12  INVESTING WITH VANGUARD
3  AN INTRODUCTION TO INDEX FUNDS       12  SERVICES AND ACCOUNT FEATURES
4  A WORD ABOUT RISK                    13  TYPES OF ACCOUNTS
4  WHO SHOULD INVEST                    13  BUYING SHARES
5  PRIMARY INVESTMENT STRATEGIES        15  REDEEMING SHARES
8  THE FUND AND VANGUARD                18  TRANSFERRING REGISTRATION
9  INVESTMENT ADVISER                   18  FUND AND ACCOUNT UPDATES
9  DIVIDENDS, CAPITAL GAINS,        18  MANDATORY CONVERSION TO INVESTOR SHARES
   AND TAXES                        GLOSSARY (inside back cover)
- --------------------------------------------------------------------------------



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

This  prospectus  explains the  objective,  risks,  and  strategies  of Vanguard
Calvert Social Index Fund Institutional  Shares. To highlight terms and concepts
important  to  mutual  fund  investors,   we  have  provided  "Plain  Talk/(R)/"
explanations  along  the way.  Reading  the  prospectus  will help you to decide
whether the Fund is the right  investment  for you. We suggest  that you keep it
for future reference.
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
IMPORTANT NOTE
Vanguard  Calvert  Social  Index  Fund  offers two  separate  classes of shares:
Investor and  Institutional.  This  prospectus  offers the Fund's  Institutional
Shares,  which have an  investment  minimum of $10 million and generally are not
available to  investors  who require  special  employee  benefit plan  services.
Please call  Vanguard at  1-800-662-7447  to obtain a separate  prospectus  that
offers the Fund's Investor  Shares,  which have an investment  minimum of $3,000
($1,000 for IRAs).

The Fund's separate share classes have different  expenses;  as a result,  their
investment  performances  will vary.  UNLESS  OTHERWISE NOTED, ALL REFERENCES IN
THIS  PROSPECTUS  TO  FEES,   EXPENSES,   AND  INVESTMENT   PERFORMANCE   RELATE
SPECIFICALLY TO INSTITUTIONAL SHARES.
- --------------------------------------------------------------------------------










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


                                                                               1

FUND PROFILE

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

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


INVESTMENT STRATEGIES
The Fund employs a passive management strategy designed to track the performance
of the Calvert Social Index.  The Index is composed of large- and mid-cap stocks
that have been  screened for certain  social and  environmental  criteria by the
index sponsor,  which is independent of Vanguard. The Fund attempts to replicate
the Index by investing all or substantially all of its assets in the stocks that
comprise  the Index.  For a  description  of the Fund's  replication  technique,
please see "Indexing Methods" under PRIMARY INVESTMENT STRATEGIES.


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- and
     mid-cap  stocks  generally,  or from stocks  included in the Calvert Social
     Index  specifically,  will trail  returns  from other asset  classes or the
     overall stock market.

- -    Nondiversification  risk,  which is the chance that the Fund's  performance
     may be hurt  disproportionately  by the poor  performance of relatively few
     securities. The Fund is considered nondiversified,  which means that it may
     invest a greater  percentage of its assets in the  securities of particular
     issuers as compared with other mutual funds.


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



                              PLAIN TALK ABOUT
                                 FUND EXPENSES
All mutual funds have operating  expenses.  These  expenses,  which are deducted
from a fund's gross  income,  are expressed as a percentage of the net assets of
the fund. We expect Vanguard  Calvert Social Index Fund's  Institutional  Shares
expense  ratio for the current  fiscal year to be 0.12%,  or $1.20 per $1,000 of
average  net  assets.  Management  expenses,  which  are one  part of  operating
expenses,  include investment advisory fees as well as other costs of managing a
fund--such  as account  maintenance,  reporting,  accounting,  legal,  and other
administrative expenses.

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


PERFORMANCE/RISK INFORMATION
The Fund began operations on May 8, 2000, so performance  information (including
annual total returns and average  annual total returns) for a full calendar year
is not yet available.



<PAGE>


2


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 estimated amounts for the current fiscal year.
The Fund has no  operating  history,  and  actual  operating  expenses  could be
different.


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



      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the
      Fund's assets)
      Management Expenses:                                   0.10%
      12b-1 Distribution Fee:                                 None
      Other Expenses:                                        0.02%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                 0.15%



     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 one-year and three-year periods
if you invest $10,000 in the Fund's  Institutional  Shares. This example assumes
that the Fund provides a return of 5% a year, and that operating  expenses match
our estimates for the Fund's first year of operations. The results apply whether
or not you redeem your investment at the end of each period.



                            ------------------------
                             1 YEAR     3 YEARS
                            ------------------------
                                $12         $39
                            ------------------------


     THIS  EXAMPLE  SHOULD NOT BE  CONSIDERED  TO REPRESENT  ACTUAL  EXPENSES OR
PERFORMANCE  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         CalScInst

INVESTMENT ADVISERS                      VANGUARD FUND NUMBER
The Vanguard Group, Valley Forge, Pa.,   223
since inception
                                         CUSIP NUMBER
INCEPTION DATE                           921910402
May 8, 2000

SUITABLE FOR IRAS
Yes

MINIMUM INITIAL INVESTMENT
$10 million
- --------------------------------------------------------------------------------

<PAGE>

                                                                              3
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 track, as closely as possible,  the
performance of an established  target index.  The fund does this by holding all,
or a representative sample, of the securities that comprise the index.
     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.

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, in addition,  they keep trading  activity--and thus brokerage
     commissions--to a minimum.
- -    Low  realization  of capital gains.  Because an index fund typically  sells
     securities only to respond to redemption requests or to adjust its holdings
     to reflect a change in its target index, the fund's turnover rate--and thus
     its  realization of taxable capital  gains--is  usually much lower than the
     average mutual fund.


- --------------------------------------------------------------------------------
                               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 expenses can, over time, have
a dramatic effect on a fund's performance.
- --------------------------------------------------------------------------------



     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.


<PAGE>


4



================================================================================
A WORD ABOUT RISK
This  prospectus  describes  risks you would  face as an  investor  in  Vanguard
Calvert  Social  Index  Fund.  It is  important  to keep in mind one of the main
axioms of  investing:  The  higher  the risk of losing  money,  the  higher  the
potential reward. The reverse,  also, is generally true: The lower the risk, the
lower the  potential  reward.  As you consider an  investment  in the Fund,  you
should also take into account your personal tolerance for the daily fluctuations
of the stock market.
     Look for this [FLAG] symbol  throughout the prospectus.  It is used to mark
detailed  information  about  each  type of risk that you  would  confront  as a
shareholder of the Fund.
================================================================================


WHO SHOULD INVEST

The Fund may be a suitable investment for you if:
- -    You wish to add a fund that invests in large- and mid-capitalization stocks
     to your existing  holdings,  which could include other stock investments as
     well as bond, money market, and tax-exempt investments.
- -    You seek growth of capital over the long term--at least five years.
- -    You want a fund that considers social and  environmental  issues as part of
     its investment program.

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.
This is why all  Vanguard  funds have  adopted  special  policies to  discourage
short-term trading. Specifically:
- -    Each   Vanguard   fund   reserves   the  right  to  reject   any   purchase
     request--including  exchanges from other Vanguard funds--that it regards as
     disruptive  to  efficient  portfolio  management.  The  fund  may  reject a
     purchase  request  because of the timing of the  investment or because of a
     history of excessive trading by the investor.
- -    Each  Vanguard  fund (except the money market  funds)  limits the number of
     times that an investor can exchange into and out of the fund.
- -    Each Vanguard fund reserves the right to stop offering shares at any time.
- -    Vanguard's U.S. Stock Index Funds,  International  Stock Index Funds,  REIT
     Index Fund,  Balanced  Index Fund,  and Growth and Income Fund generally do
     NOT accept  exchanges  by  telephone  or fax,  or  online.  (IRAs and other
     retirement accounts are not subject to this rule.)
- -    Certain  Vanguard  funds  charge   transaction  fees  on  purchases  and/or
     redemptions of their shares.
See the INVESTING WITH VANGUARD  section of this  prospectus for further details
on Vanguard's transaction policies.


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


<PAGE>


                                                                               5

PRIMARY INVESTMENT STRATEGIES

This section explains the strategies that the investment adviser uses in pursuit
of the Fund's investment objective.  It also explains how the adviser implements
these strategies.  In addition,  this section discusses important risks faced by
investors  in the Fund.  The Board of Trustees  oversees the  management  of the
Fund, and may change the investment strategies in the interest of shareholders.



- --------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                             CALVERT SOCIAL INDEX
The  Calvert  Social  Index is  maintained  by the  Calvert  Group of  Bethesda,
Maryland,  a leading  organization  in the world of  social  investing.  Calvert
selects stocks from  approximately  1,000 of the largest companies in the United
States by evaluating  each company's  performance  in the following  categories:
environmental;   labor-relations;   product  safety;  animal  welfare;  military
weapons;  community  relations;  human  rights;  and the  rights  of  indigenous
peoples.  Included  in the Index are  companies  (a) with  programs  focused  on
reducing overall  environmental  impact;  (b) with good labor relations records,
including  those with strong  diversity  programs;  (c) that produce healthy and
safe products and services;  (d) that have reduced their use of animal  testing;
(e) that  are  responsible  citizens  in their  communities;  and (f) that  have
adopted human rights standards.

Excluded from the Index are companies that, in Calvert's opinion:  (a) have poor
environmental  records,  (including those with significant  compliance and waste
management  problems);  (b)  significantly  engage in nuclear power;  (c) have a
record of employment  discrimination;  (d) provide  unsafe  workplaces;  (e) are
primarily engaged in tobacco, alcohol,  firearms, or gambling; (f) abuse animals
through  methods  of  factory  farming;  (g) are  primarily  engaged  in weapons
contracting;  (h) directly contribute to human rights violations worldwide;  and
(i) are  significantly  engaged in a pattern or practice of violating the rights
of indigenous peoples.

For further  information about the Calvert Social Index,  please visit Calvert's
website, at www.calvert.com or contact Calvert at 1-800-368-2745.
- --------------------------------------------------------------------------------




MARKET EXPOSURE


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

     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 Standard & Poor's 500 Index,  a widely used barometer
of 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>


6


- --------------------------------------------------------------------------------
                      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 this Fund in particular.




- --------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                   LARGE-CAP, MID-CAP, AND SMALL-CAP STOCKS
Stocks  of  publicly  traded   companies--and   mutual  funds  that  hold  these
stocks--can be classified by the  companies'  market value,  or  capitalization.
Market  capitalization  changes over time, and there is no "official" definition
of the boundaries of large-,  mid-,  and small-cap  stocks.  Vanguard  generally
defines  large-capitalization  (large-cap)  funds as  those  holding  stocks  of
companies  whose  outstanding  shares have a market value exceeding $12 billion;
mid-cap funds as those holding  stocks of companies  with a market value between
$1 billion and $12  billion;  and  small-cap  funds as those  typically  holding
stocks  of  companies  with a market  value of less  than $1  billion.  Vanguard
periodically reassesses these classifications.
- --------------------------------------------------------------------------------



[FLAG] THE FUND IS ALSO SUBJECT TO  INVESTMENT  STYLE RISK,  WHICH IS THE CHANCE
     THAT RETURNS FROM LARGE- AND  MID-CAPITALIZATION  STOCKS 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.


[FLAG] BECAUSE THE FUND IS  NONDIVERSIFIED  (WHICH MEANS IT MAY INVEST A GREATER
     PERCENTAGE  OF ITS ASSETS IN THE  SECURITIES  OF FEWER  ISSUERS AS COMPARED
     WITH  OTHER  MUTUAL  FUNDS),  THE  FUND IS  SUBJECT  TO THE  RISK  THAT ITS
     PERFORMANCE  MAY BE HURT  DISPROPORTIONATELY  BY THE  POOR  PERFORMANCE  OF
     RELATIVELY FEW SECURITIES.

SECURITY  SELECTION
The Fund seeks to provide  investment  results  that  correspond  to the Calvert
Social Index. The correlation  between the performance of the Fund and the Index
is expected to be at least 95%, (a correlation  of 100% would  indicate  perfect
correlation).  Keep in mind that the social screening  policies  employed by the
Index may result in economic sector weightings that are significantly  different
from those of the overall  market.  For  example,  as of May 1, 2000  technology
stocks represented .% of the Calvert Social Index, while that sector represented
 .% of the Russell 1000 Index.  In addition,  as of the same date,  stocks within
the integrated  oils sector  represented  .% of the Calvert Social Index,  while
that sector represented .% of the Russell 1000 Index.


<PAGE>


                                                                               7


INDEXING METHODS
In seeking to track a particular index, a fund generally uses one of two methods
to select the securities in which it invests.
     REPLICATION   METHOD.   Many  stock  funds--but  not  bond  funds--use  the
replication method of indexing. This means that a fund holds each security found
in its target index in about the same  proportions  as  represented in the index
itself.  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 would invest about 5% of its assets
in that company. For bond funds, replication is an inefficient and costly method
of  indexing,  since  there is no liquid  market for many of the  corporate  and
agency bonds typically found in a broad bond index.
     STRAIGHT  SAMPLING  METHOD.  Funds tracking larger indexes  sometimes use a
"straight sampling"  technique.  Using sophisticated  computer programs,  a fund
selects,  from the target index, a representative sample of securities that will
resemble the full target index in terms of key risk factors.


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.


- --------------------------------------------------------------------------------
                               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 March 31,  2000,  the  average  turnover  rate for all
passively  managed  domestic  equity index funds  investing in common  stocks is
roughly  19%;  for all  domestic  stock  funds,  the  average  turnover  rate is
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.)
- --------------------------------------------------------------------------------


OTHER INVESTMENT POLICIES AND RISKS
The Fund  reserves  the right to  substitute  a different  index for the Calvert
Social  Index if the  Calvert  Social  Index is  discontinued,  or for any other
reason  determined  in good  faith  by the  Fund's  Board of  Trustees.  In such
instance,  the  substitute  index will  measure the same  general  market as the
current index.
     The Fund may invest in foreign  securities to the extent necessary to carry
out its investment strategy of holding all of the stocks that comprise the index
it tracks.
     To match its target  index as closely as  possible,  the Fund  attempts  to
remain fully invested in stocks.  The Fund intends to invest at least 95% of its
total  assets in the stocks of the Index.  To help stay fully  invested,  and to
reduce  transaction  costs, the Fund may invest,  to a limited extent,  in stock
index futures and options contracts,  warrants, convertible securities, and swap
agreements,  which  are  types of  derivatives.  These  investments  will not be
screened based on social or environmental criteria.

<PAGE>


8



    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 the 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  Fund  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.
     The Fund's  obligation to purchase  securities under futures contracts will
not exceed 20% of its total assets.
     The reasons for which the Fund will invest in futures and options are:
- -    To keep cash on hand to meet  shareholder  redemptions or other needs while
     simulating full investment in stocks.
- -    To reduce the Fund's  transaction costs or add value when these instruments
     are favorably priced.
     Although index funds, by their nature, tend to be tax-efficient  investment
vehicles, the Fund generally is managed without regard to tax ramifications.

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



THE FUND AND VANGUARD


The Fund is a member of The Vanguard  Group, a family of more than 35 investment
companies  with more than 100 funds holding assets worth more than $550 billion.
All of the  Vanguard  funds  share  in the  expenses  associated  with  business
operations, such as personnel, office space, equipment, and advertising.
     Vanguard  also  provides   marketing   services  to  the  funds.   Although
shareholders do not pay sales commissions or 12b-1  distribution fees, each fund
pays its allocated share of The Vanguard Group's marketing costs.


<PAGE>
                                                                               9

- --------------------------------------------------------------------------------
                               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 Fund's adviser through its Quantitative  Equity Group. As of
December  31,  1999,  Vanguard  served as adviser  for about  $371.4  billion in
assets. Vanguard manages the fund on an at-cost basis, subject to the control of
the Trustees and officers of the Fund.
     The Fund has authorized Vanguard to choose brokers or dealers to handle the
purchase  and sale of  securities  for the Fund,  and to get the best  available
price and most  favorable  execution  from  these  brokers  with  respect to all
transactions.  Also, the Fund may direct the adviser to use a particular  broker
for certain transactions in exchange for commission rebates or research services
provided to the Fund.



- --------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                              THE FUND'S ADVISER
The individual primarily responsible for overseeing the 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;  has served as the Fund's  portfolio  manager since
inception; A.B., Dartmouth College; M.B.A., University of Chicago.
- --------------------------------------------------------------------------------




DIVIDENDS, CAPITAL GAINS, AND TAXES

FUND DISTRIBUTIONS

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


- --------------------------------------------------------------------------------
                               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:


- -    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.


<PAGE>


10

- -    Any dividends and short-term  capital gains that you receive are taxable to
     you as ordinary income for federal income tax purposes.
- -    Any  distributions  of net  long-term  capital  gains are taxable to you as
     long-term capital gains for federal income tax purposes, no matter how long
     you've owned shares in the Fund.
- -    Capital gains  distributions  may vary  considerably from year to year as a
     result of the Fund's normal investment activities and cash flows.
- -    A sale or exchange of Fund shares is a taxable  event.  This means that you
     may have a capital gain to report as income, or a capital loss to report as
     a deduction, when you complete your federal income tax return.

- -    Dividend and capital gains  distributions that you receive, as well as your
     gains or losses from any sale or exchange of Fund shares, may be subject to
     state and local income taxes.


GENERAL INFORMATION


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

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



<PAGE>

                                                                              11

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

The Fund's share price,  called its net asset value,  or NAV, is calculated each
business day after the close of trading on the New York Stock  Exchange (the NAV
is not  calculated  on holidays or other days when the Exchange is closed).  The
Fund computes a separate net asset value for each of its share classes.  This is
done by adding up the total  value of the Fund's  investments  and other  assets
attributed  to each share  class,  subtracting  any of its  liabilities  (debts)
attributed  to each share  class and then  dividing by the number of Fund shares
outstanding for each share class.




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


     Knowing the daily net asset value is useful to you as a shareholder because
it indicates the current value of your investment. The Fund's NAV, multiplied by
the number of shares

you own, gives you the dollar amount you would have received had you sold all of
your shares back to the Fund that day.
     A NOTE ON PRICING:  The Fund's  investments  will be priced at their market
value when market  quotations are readily  available.  When these quotations are
not  readily  available,  investments  will  be  priced  at  their  fair  value,
calculated according to procedures adopted by the Fund's Board of Trustees.
     The Fund's  share price can be found  daily in the mutual fund  listings of
most major  newspapers  under the  heading  "Vanguard  Index  Funds."  Different
newspapers use different  abbreviations  of the Fund's name, but the most common
is CALSCINST.




































"Standard & Poor's(R),"  "S&P(R),"  "S&P  500(R),"  "Standard & Poor's 500," and
"500" are trademarks of The McGraw-Hill Companies,  Inc., and have been licensed
for use by The Vanguard Group.


<PAGE>


12

- --------------------------------------------------------------------------------
INVESTING WITH VANGUARD

Are you looking for the most  convenient  way to open or add money to a Vanguard
account? Obtain instant access to fund information?
     Vanguard  can help.  Our goal is to make it easy and pleasant for you to do
business with us.
     The following  sections of the prospectus briefly explain the many services
we offer.  Booklets providing detailed information are available on the services
marked with a [BOOKLET]. Please call us to request copies.
- --------------------------------------------------------------------------------


SERVICES AND ACCOUNT FEATURES

Vanguard  offers many services that make it convenient to buy, sell, or exchange
shares, or to obtain fund or account information.
- --------------------------------------------------------------------------------
TELEPHONE REDEMPTIONS (SALES AND EXCHANGES)
Automatically set up for this Fund unless you notify us otherwise.
- --------------------------------------------------------------------------------
VANGUARD(R) AUTOMATIC EXCHANGE SERVICE [BOOKLET]
Automatic  method for  moving a fixed  amount of money  from one  Vanguard  fund
account to another.
- --------------------------------------------------------------------------------
VANGUARD TELE-ACCOUNT(R) 1-800-662-6273 (ON-BOARD)[BOOKLET]
Toll-free  24-hour access to Vanguard fund and account  information--as  well as
some  transactions--by  using any touch-tone phone.  Tele-Account provides total
return,  share price, price change, and yield quotations for all Vanguard funds;
gives your account balances and history (e.g., last transaction, latest dividend
distribution);  and  allows  you to sell or  exchange  shares  to and from  most
Vanguard funds.
- --------------------------------------------------------------------------------

www.vanguard.com [COMPUTER]
You can use your  personal  computer to perform  certain  transactions  for most
Vanguard  funds by accessing our website.  To establish  this service,  you must
register  through our website.  We will then mail you an account access password
that  allows  you  to  process  the  following   financial  and   administrative
transactions online:
- -    Open a new account.*
- -    Buy, sell, or exchange shares of most funds.
- -    Change your name/address.
- -    Add/change fund options  (including  dividend options,  bank  instructions,
     checkwriting,  and Vanguard Automatic Exchange Service). (Some restrictions
     may apply.) Please call our Client Services Department for assistance.


*Only current Vanguard shareholders can open a new account online, by exchanging
shares from other existing Vanguard accounts.
- --------------------------------------------------------------------------------
SERVICES FOR CLIENTS OF VANGUARD'S INSTITUTIONAL DIVISION: 1-888-809-8102
Vanguard's  Institutional  Division offers a variety of specialized services for
large  institutional   investors,   including  the  ability  to  effect  account
transactions through private electronic networks and third-party recordkeepers.
- --------------------------------------------------------------------------------
<PAGE>


                                                                              13

TYPES OF ACCOUNTS

Individuals and institutions can establish a variety of accounts with Vanguard.
- --------------------------------------------------------------------------------
FOR ONE OR MORE PEOPLE
Open an account in the name of one (individual) or more (joint tenants) people.
- --------------------------------------------------------------------------------
FOR HOLDING PERSONAL TRUST ASSETS [BOOKLET]
Invest assets held in an existing personal trust.
- --------------------------------------------------------------------------------
FOR AN ORGANIZATION [BOOKLET]
Open an account as a corporation,  partnership,  endowment, foundation, or other
entity.
- --------------------------------------------------------------------------------

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


BUYING SHARES

You buy your shares at the Fund's next-determined net asset value after Vanguard
receives your request.  As long as your request is received  before the close of
trading on the New York Stock Exchange,  generally 4 p.m. Eastern time, you will
buy your shares at that day's net asset value.  You may convert  Investor Shares
of the Fund  into  Institutional  Shares,  provided  that  you meet the  minimum
initial investment requirements for Institutional Shares.
- --------------------------------------------------------------------------------
MINIMUM INVESTMENT TO . . .
open a new account
$10 million

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

Wire to:
FRB ABA 021001088
HSBC Bank USA

For credit to:
Account: 000112046
Vanguard Incoming Wire Account

In favor of:
Vanguard Calvert Social Index Fund Institutional Shares-223.
[Account number, or temporary number for a new account]
[Registered account owner(s)]
[Registered address]
<PAGE>


14

- --------------------------------------------------------------------------------
BY MAIL TO . . .[ENVELOPE]
open a new account
Complete and sign the account registration form and enclose your check.

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


Make your check payable to: The Vanguard Group-Institutional Shares-223.


All purchases must be made in U.S. dollars, and checks must be drawn on U.S.
banks.



First-class mail to:               Express or Registered mail to:
The Vanguard Group                 The Vanguard Group
P.O. Box 2900                      100 Vanguard Boulevard
Valley Forge, PA 19482-2900        Malvern, PA 19355-2331


- --------------------------------------------------------------------------------
IMPORTANT  NOTE:  To prevent  check fraud,  Vanguard will not accept checks made
payable to third parties.
- --------------------------------------------------------------------------------
BY TELEPHONE TO . . .[TELEPHONE]
open a new account
Call Vanguard  Tele-Account* 24 hours a day--or your assigned Service  Associate
during business  hours--to  exchange from another Vanguard fund account with the
same registration (name, address,  taxpayer  identification  number, and account
type). (Note that some restrictions apply to index fund accounts.)

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



Vanguard Tele-Account
1-800-662-6273

*You must obtain a Personal  Identification Number (PIN) through Tele-Account at
least seven days before you request your first exchange.
- --------------------------------------------------------------------------------
IMPORTANT  NOTE:  Once  you  have  initiated  a  telephone   transaction  and  a
confirmation  number has been assigned,  the transaction  cannot be revoked.  We
reserve the right to refuse any purchase request.
- --------------------------------------------------------------------------------
You can redeem  (that is, sell or  exchange)  shares  purchased  by check at any
time.  However,   while  your  redemption  request  will  be  processed  at  the
next-determined  net asset value after it is received,  your redemption proceeds
will not be available  until payment for your  purchase is collected,  which may
take up to ten calendar days.
- --------------------------------------------------------------------------------
A NOTE ON LARGE PURCHASES
It is important that you call Vanguard  before you invest a large dollar amount.
It is our responsibility to consider the interests of all Fund shareholders, and
so we  reserve  the right to refuse any  purchase  that may  disrupt  the Fund's
operation or performance.
- --------------------------------------------------------------------------------

<PAGE>


                                                                              15

REDEEMING SHARES

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

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


*May require a signature guarantee; see footnote on page 17.


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


In both  cases,  your  transaction  will be based on the Fund's  next-determined
share price,  subject to any special rules discussed in this "Redeeming  Shares"
section of the prospectus.

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

HOW TO REQUEST A REDEMPTION
You can request a  redemption  from your Fund  account in any one of three ways:
online, by telephone, or by mail.
     The Vanguard funds whose shares you cannot  exchange online or by telephone
are:  VANGUARD U.S. STOCK INDEX FUNDS,  VANGUARD  BALANCED INDEX FUND,  VANGUARD
INTERNATIONAL  STOCK INDEX FUNDS,  VANGUARD REIT INDEX FUND, and VANGUARD GROWTH
AND INCOME FUND. These funds do, however, permit telephone exchanges within IRAs
and some other  retirement  accounts.If you sell shares of these funds online, a
redemption check will be sent to your address of record.

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

ONLINE REQUESTS [COMPUTER]
at www.vanguard.com
You can use your personal  computer to sell or exchange  shares of most Vanguard
funds by accessing our website.  To establish  this  service,  you must register
through our website.  We will then mail you an account access password that will
enable  you to sell  or  exchange  shares  online  (as  well  as  perform  other
transactions).

- --------------------------------------------------------------------------------
TELEPHONE REQUESTS [TELEPHONE]
Call Vanguard  Tele-Account 24 hours a day--or your assigned  Service  Associate
during business  hours--to sell or exchange shares. You can exchange shares from
this Fund to open an account in another  Vanguard  fund or to add to an existing
Vanguard fund account with an identical registration.
- --------------------------------------------------------------------------------
SPECIAL  INFORMATION:  We will automatically  establish the telephone redemption
option for your  account,  unless you instruct us  otherwise  in writing.  While
telephone  redemption is easy and convenient,  this account  feature  involves a
risk of loss from  unauthorized or fraudulent  transactions.  Vanguard will take
reasonable  precautions  to protect your  account from fraud.  You should do the
same by keeping your account information  private and immediately  reviewing any
account  statements  that  we  send  to  you.  Make  sure  to  contact  Vanguard
immediately about any transaction you believe to be unauthorized.
- --------------------------------------------------------------------------------
<PAGE>


16

We reserve the right to refuse a telephone redemption if the caller is unable to
provide:
- -    The ten-digit account number.
- -    The name and address exactly as registered on the account.
- -    The primary Social Security or employer identification number as registered
     on the account.
- -    The Personal  Identification  Number (PIN),  if applicable  (for  instance,
     Tele-Account).

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


First-class mail to:               Express or Registered mail to:


The Vanguard Group                 The Vanguard Group
P.O. Box 2900                      100 Vanguard Boulevard
Valley Forge, PA 19482-2900        Malvern, PA 19355-2331


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

OPTIONS FOR REDEMPTION PROCEEDS
You may receive your redemption  proceeds in one of two ways: check, or exchange
to another Vanguard fund.
- --------------------------------------------------------------------------------
CHECK REDEMPTIONS
Normally,  Vanguard  will  mail  your  check  within  two  business  days  of  a
redemption.
- --------------------------------------------------------------------------------
<PAGE>


                                                                              17

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


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

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


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


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

A "round trip" is a redemption  from the Fund  followed by a purchase  back into
the  Fund.  Also  a  "round  trip"  covers  transactions   accomplished  by  any
combination  of methods,  including  transactions  conducted by check,  wire, or
exchange to/from another Vanguard fund. "Substantive" means a dollar amount that
Vanguard  determines,  in  its  sole  discretion,  could  adversely  affect  the
management of the Fund.
- --------------------------------------------------------------------------------
ALL TRADES ARE FINAL
Vanguard  will not cancel any  transaction  request  (including  any purchase or
redemption)  that we believe to be authentic once the request has been initiated
and a confirmation number assigned.
- --------------------------------------------------------------------------------
UNCASHED CHECKS
Please cash your distribution or redemption  checks promptly.  Vanguard will not
pay interest on uncashed checks.
- --------------------------------------------------------------------------------

<PAGE>


18

TRANSFERRING REGISTRATION

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




First-class mail to:               Express or Registered mail to:
The Vanguard Group                 The Vanguard Group
P.O. Box 2900                      100 Vanguard Boulevard
Valley Forge, PA 19482-2900        Malvern, PA 19355-2331


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


FUND AND ACCOUNT UPDATES

STATEMENTS AND REPORTS
We will send you account and tax  statements to help you keep track of your Fund
account  throughout  the year as well as when you are preparing  your income tax
returns.
     In addition,  you will  receive  financial  reports  about the Fund twice a
year.  These   comprehensive   reports  include  an  assessment  of  the  Fund's
performance  (and a comparison  to its industry  benchmark),  an overview of the
financial  markets,  a  report  from  the  adviser,  and the  Fund's  financial
statements which include a listing of the Fund's holdings.
     To keep  the  Fund's  costs  as low as  possible  (so  that  you and  other
shareholders can keep more of the Fund's investment earnings), Vanguard attempts
to  eliminate  duplicate  mailings  to the same  address.  When two or more Fund
shareholders  have the same last name and address,  we send just one Fund report
to that address--instead of mailing separate reports to each shareholder. If you
want us to send separate reports,  you may notify our Institutional  Division at
1-800-809-8102.
- --------------------------------------------------------------------------------
CONFIRMATION STATEMENT
Sent each time you buy,  sell, or exchange  shares;  confirms the trade date and
the amount of your transaction.
- --------------------------------------------------------------------------------
PORTFOLIO SUMMARY [BOOKLET]
Mailed  quarterly for most  accounts;  shows the market value of your account at
the close of the statement period, as well as distributions,  purchases,  sales,
and exchanges for the current calendar year.
- --------------------------------------------------------------------------------
FUND FINANCIAL REPORTS
Mailed in October and April for this Fund.
- --------------------------------------------------------------------------------
TAX STATEMENTS
Generally  mailed in January;  report previous year's dividend and capital gains
distributions, and proceeds from the sale of shares.
- --------------------------------------------------------------------------------


MANDATORY CONVERSION TO INVESTOR SHARES


The 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 $10
million. Any such conversion will be preceded by written notice to the investor.


<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.

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

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

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

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

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

PRINCIPAL
The amount of your own money you put into an investment.


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


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

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 Calvert Social Index Fund,
the following documents are
available free upon request:

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

Statement of
Additional Information (SAI)
The SAI provides more detailed
information about the Fund.

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

To receive a free copy of the latest
annual or semiannual report or the
SAI, or to request additional
information about the Fund or other
Vanguard funds, pleasecontact 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 Fund
(including the SAI) at the SEC's
Public Reference Room in
Washington, DC. To find out more
about this public service, call the
SEC at 1-800-942-8090. Reports and
other information about the Fund are
also available on the SEC's website
(www.sec.gov), or you can receive
copies of this information, for a fee,
by electronic request at the
following e-mail address:
[email protected], or
by writing the Public Reference
Section, Securities and Exchange
Commission, Washington, DC 20549-0102.


Fund's Investment Company Act file
number: 811-1027

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


I223N-042000


<PAGE>
The Vanguard U.S. Growth and Vanguard International Growth Prospectuses from PEA
# 76 are incorporated by reference.


<PAGE>


                                     PART B

                             VANGUARD(R) WORLD FUNDS
                                   (THE TRUST)

                       STATEMENT OF ADDITIONAL INFORMATION


                               DECEMBER 17, 1999;
                             REVISED APRIL 28, 2000


This Statement is not a prospectus  but should be read in  conjunction  with the
Trust's current  Prospectuses  (dated December 17, 1999, and April 28, 2000). To
obtain,  without  charge,  the  Prospectuses or the most recent Annual Report to
Shareholders,   which  contains  the  Funds'  Financial   Statements  as  hereby
incorporated by reference, please call:



                 INVESTOR INFORMATION DEPARTMENT 1-800-662-7447


                               TABLE OF CONTENTS

                                                                 PAGE
DESCRIPTION OF THE TRUST.........................................B-1
INVESTMENT POLICIES..............................................B-3
YIELD AND TOTAL RETURN...........................................B-9
SHARE PRICE......................................................B-11
PURCHASE OF SHARES...............................................B-12
REDEMPTION OF SHARES.............................................B-12
FUNDAMENTAL INVESTMENT LIMITATIONS...............................B-13
MANAGEMENT OF THE FUNDS..........................................B-14
INVESTMENT ADVISORY SERVICES.....................................B-18
PORTFOLIO TRANSACTIONS...........................................B-21
FINANCIAL STATEMENTS.............................................B-22
COMPARATIVE INDEXES..............................................B-22

                            DESCRIPTION OF THE TRUST


ORGANIZATION

The Trust was organized as Ivest Fund, a Massachusetts corporation,  in 1959. It
became  a  Maryland  corporation  in 1973,  and was  reorganized  as a  Delaware
business trust in June 1998. Prior to its  reorganization as a Delaware business
trust, the Trust was known as Vanguard World Fund, Inc.

     The Trust has the ability to offer  additional  funds or classes of shares.
There is no limit on the number of full and fractional shares that each Fund may
issue. Vanguard Calvert Social Index Fund offers two classes of shares, Investor
Shares and Institutional  Shares.  Institutional Shares of the Fund are avaialbe
only to those  investing at least $10 million in the Fund.  The Trust  currently
offers the following funds:


                            Vanguard(R) U.S. Growth Fund
                       Vanguard(R) International Growth Fund
                       Vanguard(R) Calvert Social Index(TM) Fund
               (individually, the Fund; collectively, the Funds)

     The Vanguard U.S.  Growth Fund and Vanguard  International  Growth Fund are
registered  with the United  States  Securities  and  Exchange  Commission  (the
Commission) under the Investment  Company Act of 1940 (the 1940 Act) as open-end
diversified management investment companies.


                                      B-1
<PAGE>



Vanguard  Calvert  Social Index Fund is  registered  with the  Commission  as an
open-end nondiversified management investment company.

SERVICE PROVIDERS


     CUSTODIAN.  State  Street  Bank and Trust  Company,  225  Franklin  Street,
Boston, Massachusetts 02110 (for Vanguard U.S. Growth Fund), The Chase Manhattan
Bank,  N.A., 4 Chase MetroTech  Center,  Brooklyn,  New York 11245 (for Vanguard
International  Growth  Fund),  and . (for Vanguard  Calvert  Social Index Fund),
serve as the  custodians.  The custodians are  responsible  for  maintaining the
Funds'  assets and keeping  all  necessary  accounts  and records of each Fund's
assets.


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

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


CHARACTERISTICS OF THE FUNDS SHARES

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

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

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

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

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

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

                                      B-2
<PAGE>



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

     REDEMPTION  PROVISIONS.  Each Fund's redemption provisions are described in
its  current   prospectuses  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

The following policies  supplement each Fund's investment  policies set forth in
the Prospectus for each Fund.

     FUTURES  CONTRACTS  AND  OPTIONS.  Each Fund may enter into  stock  futures
contracts,  options, and options on futures contracts for the following reasons:
to maintain  cash  reserves  while  simulating  full  investment,  to facilitate
trading,  to reduce transaction costs, or to seek higher investment returns when
a futures  contract  is priced  more  attractively  than the  underlying  equity
security or index.  Vanguard Calvert Social Index Fund's  investments in futures
contracts  and  options  will not be screened  based on social or  environmental
criteria.  Futures  contracts  provide  for the  future  sale by one  party  and
purchase  by another  party of a  specified  amount of a specific  security at a
specified  future time and at a specified  price.  Futures  contracts  which are
standardized as to maturity date and underlying  financial instrument are traded
on national futures exchanges. Futures exchanges and trading are regulated under
the Commodity Exchange Act by the Commodity Futures Trading Commission (CFTC), a
U.S. Government Agency. Assets committed to futures contracts will be segregated
to the extent required by law.

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

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

     After a futures contract  position is opened,  the value of the contract is
marked to market daily. If the futures contract price changes to the extent that
the  margin  on  deposit  does  not  satisfy  margin  requirements,  payment  of
additional "variation" margin will be required. Conversely, change in the

                                      B-3
<PAGE>


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  otherwise  held for  investment
purposes or expected to be acquired by them.  Speculators  are less  inclined to
own the securities  underlying the futures  contracts which they trade,  and use
futures contracts with the expectation of realizing profits from fluctuations in
the market value of the underlying securities.  Each Fund intends to use futures
contracts only for bona fide hedging purposes.

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

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

     RESTRICTIONS ON THE USE OF FUTURES CONTRACTS. Each 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 Fund's
total assets.  In addition,  each 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,  each Fund would  continue to be required to make daily cash payments
to  maintain  its  required  margin.  In  such  situations,   if  the  Fund  has
insufficient cash, it may have to sell portfolio securities to meet daily margin
requirements  at a time when it may be  disadvantageous  to do so. In  addition,
each 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  contracts which are traded on national futures  exchanges
and for which there appears to be a liquid secondary market.

     The risk of loss in trading  futures  contracts in some  strategies  can be
substantial,  due both to the low margin  deposits  required,  and the extremely
high degree of leverage  involved in futures pricing.  As a result, a relatively
small  price  movement  in a  futures  contract  may  result  in  immediate  and
substantial loss (as well as gain) to the investor. For example, if, at the time
of purchase,  10% of the value of the futures contract is deposited as margin, a
subsequent  10% decrease in the value of the futures  contract would result in a
total  loss of the margin  deposit,  before any  deduction  for the  transaction
costs,  if the account  were then closed out. A 15%  decrease  would result in a
loss equal to 150% of the original  margin  deposit if the contract  were closed
out.  Thus,  a purchase  or sale of a futures  contract  may result in losses in
excess of the amount  invested  in the  contract.  However,  because the futures
strategies of each Fund are engaged in only for hedging purposes, the

                                      B-4
<PAGE>


investment  advisers do not  believe  that the Funds are subject to the risks of
loss frequently associated with futures transactions. Each 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 experience a
decline in the value of its portfolio securities. There is also the risk of loss
by a Fund of margin  deposits in the event of  bankruptcy  of a broker with whom
the Fund has an open position in a futures contract or related option.

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


     FEDERAL TAX  TREATMENT  OF FUTURES  CONTRACTS.  Each Fund is  required  for
federal income tax purposes to recognize as income for each taxable year its net
unrealized  gains and losses on 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
each Fund may affect the holding period of such  securities  and,  consequently,
the nature of the gain or loss on such  securities upon  disposition.  The Funds
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 Funds.

     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,  and gains from the sale of
securities or foreign  currencies,  or other income derived with respect to each
Fund's business of investing in securities or currencies. It is anticipated that
any net gain  recognized  on futures  contracts  will be  considered  qualifying
income for purposes of the 90% requirement.

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




     FOREIGN INVESTMENTS.  Vanguard International Growth Fund seeks to diversify
its assets among  various  foreign stock markets and, with respect to 65% of its
total  assets,  will  invest  in the  securities  of at  least  three  different
countries.  Vanguard  U.S.  Growth  Fund may  invest up to 20% of its  assets in
securities of foreign  companies.  Vanguard Calvert Social Index Fund may invest
in  foreign  securities  to the  extent  necessary  to carry out its  investment
strategy  of holding  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

                                      B-5
<PAGE>



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 Vanguard International Growth Fund and Vanguard Calvert Social Index
Fund permit it to enter into  forward  foreign  currency  exchange  contracts in
order to hedge the 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 U.S.  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  gain or loss.  A taxpayer may
elect to treat as capital  gain or loss  foreign  currency  gain or loss arising
from certain identified  forward  contracts,  futures contracts and options that
are  capital  assets  in the hands of the  taxpayer  and which are not part of a
straddle.  The  Treasury  Department  issued  regulations  under  which  certain
transactions  subject to the special  currency rules that are part of a "section
988 hedging  transaction"  (as defined in the Internal  Revenue Code of 1986, as
amended,  and the  Treasury  regulations)  will be  integrated  and treated as a
single  transaction or otherwise treated  consistently for purposes of the Code.
Any gain or loss attributable to the foreign currency component of a transaction
engaged in by a Fund which is not subject to the special currency rules (such as
foreign equity  investments other than certain preferred stocks) will be treated
as capital gain or loss and will not be segregated  from the gain or loss on the
underlying   transaction.   It  is   anticipated   that  some  of  the  non-U.S.
dollar-denominated investments and foreign currency contracts the Funds may make
or enter into will be subject to the special currency rules described above.


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

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

     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

                                      B-6
<PAGE>


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 or confiscatory taxation,  political or social instability,  or
diplomatic developments which could affect U.S. investments in those countries.

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

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

     TURNOVER  RATE.  While the  turnover  rate is not a  limiting  factor  when
management deems changes appropriate, it is anticipated that the annual turnover
rate for each Fund will not  normally  exceed  100%.  A rate of turnover of 100%
could occur,  for example,  if all of the securities held by a Fund are replaced
within a period of one year. The portfolio  turnover rate for each Fund for each
of the fiscal years presented is set forth under "Financial Highlights," in each
Fund's Prospectus.

     ILLIQUID  SECURITIES.  Each Fund may  invest up to 15% of its net assets in
illiquid securities.  Illiquid securities are securities that may not be sold or
disposed of in the ordinary  course of business  within seven  business  days at
approximately the value at which they are being carried on the Fund's books.


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

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


     REPURCHASE  AGREEMENTS.  Each Fund along with other members of the Vanguard
Group may invest in repurchase  agreements  with  commercial  banks,  brokers or
dealers  either for defensive  purposes due to market  conditions or to generate
income from its excess cash  balances.  A  repurchase  agreement is an agreement
under which the Fund  acquires a  fixed-income  security  (generally  a security
issued by the U.S.  Government or an agency thereof, a banker's  acceptance or a
certificate  of deposit) from a commercial  bank,  broker or dealer,  subject to
resale to the  seller  at an agreed  upon  price  and date  (normally,  the next
business day). A repurchase agreement may be considered a loan collateralized by
securities. The resale price reflects an agreed upon interest rate effective for
the period the  instrument  is held by the Fund and is unrelated to the interest
rate  on the  underlying  instrument.  In  these  transactions,  the  securities
acquired by the Fund  (including  accrued  interest  earned thereon) must have a
total value in excess of the value of the repurchase agreement
                                      B-7
<PAGE>


and are held by a custodian  bank until  repurchased.  In addition,  the Trust's
Board of Trustees monitors repurchase agreement  transactions  generally and has
established guidelines and standards for review by the investment adviser of the
creditworthiness of any bank, broker or dealer party to a repurchase agreement.


     The use of repurchase  agreements  involves certain risks. For example,  if
the other party to the agreement  defaults on its  obligation to repurchase  the
underlying  security at a time when the value of the security has declined,  the
Fund may incur a loss upon  disposition  of the security.  If the other party to
the agreement  becomes  insolvent and subject to liquidation  or  reorganization
under the  bankruptcy or other laws, a court may determine  that the  underlying
security is collateral for a loan by the Fund not within the control of the Fund
and  therefore  the   realization  by  the  Fund  on  such   collateral  may  be
automatically  stayed.  Finally, it is possible that the Fund may not be able to
substantiate  its  interest  in the  underlying  security  and may be  deemed an
unsecured  creditor  of the other  party to the  agreement.  While  the  adviser
acknowledges  these risks,  it is expected that they will be controlled  through
careful monitoring procedures.


     LENDING OF  SECURITIES.  Each Fund may lend its  investment  securities  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  investment
securities,  a Fund attempts to increase its net  investment  income through the
receipt of  interest  on the loan.  Any gain or loss in the market  price of the
securities  loaned that might occur during the term of the loan would be for the
account of the Fund.  The terms and the structure  and the  aggregate  amount of
such  loans  must  be   consistent   with  the  1940  Act,   and  the  Rules  or
interpretations of the Commission thereunder.  These provisions limit the amount
of securities a Fund may lend to 33 1/3% of the Fund's total assets, and require
that (a) the borrower pledge and maintain with the Fund collateral consisting of
cash, an irrevocable  letter of credit 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 each Fund will comply with all
other applicable  regulatory  requirements,  including the rules of the New York
Stock Exchange, which 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 Trust's Board of Trustees.

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


     VANGUARD INTERFUND LENDING PROGRAM.  The Commission has issued an exemptive
order permitting the 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


                                      B-8
<PAGE>


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.


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






                             YIELD AND TOTAL RETURN

The yield of Vanguard  U.S.  Growth Fund for the 30-day  period ended August 31,
1999, was 0.32%.

     The average  annual  total  return of each Fund for certain  periods  ended
August 31, 1999, is set forth below:


                                          1 YEAR      5 YEARS      10 YEARS
                                           ENDED        ENDED         ENDED
                                       8/31/1999     8/31/1999     8/31/1999
                                       ----------   -----------   -----------
Vanguard U.S. Growth Fund                +37.38%       +26.12%       +18.21%
Vanguard International Growth Fund       +21.70%        +9.85%        +8.98%
Vanguard Calvert Social Index Fund           N/A           N/A           N/A



AVERAGE ANNUAL TOTAL RETURN

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

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

  Where:

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


AVERAGE ANNUAL AFTER-TAX TOTAL RETURN QUOTATION

We calculate the Fund's  average  annual  after-tax  total return by finding the
average annual  compounded  rate of return over the 1-, 5-, and 10-year  periods
(or for periods of the Fund's
                                      B-9
<PAGE>


operations)  that would  equate the initial  amount  invested  to the  after-tax
value, according to the following formulas:

After-tax return:

                                 P (1+T)N=ATV

  Where:

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

1.   Assume all distributions by the Fund are  reinvested--less the taxes due on
     such  distributions--at  the price on the  reinvestment  dates  during  the
     period.  Adjustments  may be made for  subsequent  re-characterizations  of
     distributions.
2.   Calculate  the  taxes  due on  distributions  by the Fund by  applying  the
     highest federal  marginal tax rates to each component of the  distributions
     on the reinvestment date (e.g.,  ordinary income,  short-term capital gain,
     long-term  capital gain,  etc.).  For periods after  December 31, 1997, the
     federal marginal tax rates used for the calculations are 39.6% for ordinary
     income and  short-term  capital gains and 20% for long-term  capital gains.
     Note that the  applicable tax rates may vary over the  measurement  period.
     Assume no taxes are due on the portions of any distributions  classified as
     exempt  interest  or  non-taxable  (i.e.  return of  capital).  Ignore  any
     potential tax liabilities other than federal tax liabilities  (e.g.,  state
     and local taxes).
3.   Include all recurring  fees that are charged to all  shareholder  accounts.
     For any  account  fees that vary  with the size of the  account,  assume an
     account size equal to the Fund's mean (or median) account size. Assume that
     no  additional  taxes or tax credits  result from any  redemption of shares
     required to pay such fees.
4.   State the total return quotation to the nearest hundreth of one percent.

CUMULATIVE TOTAL RETURN

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

                                 C = (ERV/P)-1

  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:

                                      B-10
<PAGE>



                          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.

                                  SHARE PRICE


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

     Portfolio  securities  for which market  quotations  are readily  available
(includes those securities listed on national securities  exchanges,  as well as
those quoted on the NASDAQ Stock Market) will be valued at the last quoted sales
price on the day the valuation is made. Such securities  which are not traded on
the  valuation  date are  valued  at the mean of the 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 each 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  each  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 indices. This
officially quoted exchange rate may be determined prior to or after the close of
a particular  securities market. If such quotations are not available,  the rate
of exchange will be determined in accordance  with policies  established in good
faith by the Board of Trustees.

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

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

                                      B-11
<PAGE>





                               PURCHASE OF SHARES

The purchase  price of shares of each Fund is the net asset value per share next
determined  after  the  order is  received.  The net  asset  value  per share is
calculated  as of the  close  of the New  York  Stock  Exchange  on each day the
Exchange  is open for  business.  An order  received  prior to the  close of the
Exchange will be executed at the price  computed on the date of receipt;  and an
order  received  after the close of the  Exchange  will be executed at the price
computed on the next day the Exchange is open.

     Each Fund  reserves  the right in its sole  discretion  (i) to suspend  the
offering  of its  shares,  (ii) to 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,  (iii) to reject  purchase orders when in the
judgment of management  such rejection is in the best interest of each Fund, and
(iv) to reduce or waive the minimum  investment for or any other restrictions on
initial and  subsequent  investments  for  certain  fiduciary  accounts  such as
employee  benefit plans or under  circumstances  where certain  economies can be
achieved in sales of a Fund's shares.



TRADING SHARES THROUGH CHARLES SCHWAB

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

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


                              REDEMPTION OF SHARES


The Funds 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 a Fund to dispose of securities  owned by it, or
fairly to determine the value of its assets, and (iii) for such other periods as
the Commission may permit.

     The Funds  have made an  election  with the  Commission  to pay in cash all
redemptions  requested by any shareholder of record limited in amount during any
90-day  period to the lesser of  $250,000 or 1% of the net assets of the Fund at
the beginning of such period.


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

     If the Board of Trustees  determines  that it would be  detrimental  to the
best interests of the remaining shareholders of a Fund to make payment wholly or
partly  in cash,  a Fund may pay the  redemption  price in whole or in part by a
distribution in kind of readily  marketable  securities held by the Fund in lieu
of cash in conformity  with applicable  rules of the  Commission.  Investors may
incur brokerage charges on the sale of such securities so received in payment of
redemptions.

     SIGNATURE GUARANTEES.  To protect your account, the Funds and Vanguard from
fraud,  signature  guarantees  are required for certain  redemptions.  Signature
guarantees  enable  the  Funds  to  verify  the  identity  of a  person  who has
authorized a redemption from your account.  Signature guarantees are required in
connection  with: (1) all redemptions,  regardless of the amount involved,

                                      B-12
<PAGE>


when the proceeds are to be paid to someone other than the registered  owner(s);
and (2) share  transfer  requests.  These  requirements  are not  applicable  to
redemptions  in  Vanguard's  prototype  plans  except in  connection  with:  (1)
distributions  made when the proceeds  are to be paid to someone  other than the
plan participant;  (2) certain  authorizations to effect exchanges by telephone;
and (3) when proceeds are to be wired.  These  requirements may be waived by the
Funds in certain instances.

     Signature  guarantees  can be  obtained  from a bank,  broker  or any other
guarantor that Vanguard  deems  acceptable.  Notaries  public are not acceptable
guarantors.

     The signature guarantees must appear either: (1) on the written request for
redemption;  (2) on a separate  instrument  for  assignment  (stock power) which
should  specify the total number of shares to be  redeemed;  or (3) on all stock
certificates  tendered for  redemption  and, if shares held by the Fund are also
being redeemed, on the letter or stock power.

                       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 affected  Fund's  shares.  For these  purposes,  a "majority" of
shares  means  shares  representing  the lesser of: (i) 67% or more of the votes
cast to  approve a change so long as  shares  representing  more than 50% of the
Fund's net asset value are present or  represented  by proxy;  or (ii) more than
50% of the Fund's net asset value.

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

     COMMODITIES. Each Fund may not invest in commodities, except that each Fund
may invest in stock  futures  contracts,  stock  options,  and  options on stock
futures  contracts  and, in the case of Vanguard  International  Growth Fund and
Vanguard  Calvert  Social Index Fund,  foreign  currency  futures  contracts and
options.  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,  Vanguard  U.S.
Growth Fund and Vanguard  International  Growth 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.  Vanguard  Calvert Social Index Fund will limit the aggregate
value of all holdings  (except U.S.  Government and cash items, as defined under
subchapter M of the Internal  Revenue Code (the "Code")),  each of which exceeds
5% of  the  Fund's  total  assets,  to an  aggregate  of  50%  of  such  assets.
Additionally,  the Fund will limit the  aggregate  value of holdings of a single
issuer  (except  U.S.  Government  and cash items,  as defined in the Code) to a
maximum of 25% of the Fund's total assets.

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

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

     INVESTING  FOR  CONTROL.  Each Fund may not  invest  in a  company  for the
purpose of controlling its management.

     INVESTMENT  COMPANIES.  Each 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


                                      B-13
<PAGE>

the 1940 Act.  Investment  companies whose shares the Fund acquires  pursuant to
Section 12 must have investment  objectives and investment  policies  consistent
with those of the Fund.

     LOANS.  Each 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.  Each Fund may not purchase securities on margin or sell securities
short,  except as  permitted  by the  Funds'  investment  policies  relating  to
commodities.

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

     REAL ESTATE. Each Fund may not invest directly in real estate,  although it
may invest in securities of companies that deal in real estate and bonds secured
by real estate.

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

     UNDERWRITING.  Each 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.

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

     The  investment  limitations  set forth  above are  considered  at the time
investment securities are purchased.  If a percentage  restriction is adhered to
at the time the  investment is made, a later  increase in  percentage  resulting
from a change in the market  value of assets will not  constitute a violation of
such restriction.



                            MANAGEMENT OF THE FUNDS


OFFICERS AND TRUSTEES

The officers of the Funds manage its day-to-day  operations and are  responsible
to the Funds Board of Trustees.  The  Trustees set broad  policies for each Fund
and choose its 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 the Trust 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.


                                      B-14
<PAGE>



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

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

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

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

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

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

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

ROBERT D. SNOWDEN, (DOB: 9/14/1961) Controller*
Principal of The Vanguard  Group,  Inc.;  Controller  of each of the  investment
companies in The Vanguard Group.

*Officers of the Trust are "interested persons" as defined in the 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 funds.

     Vanguard  employs  a  supporting  staff of  management  and  administrative
personnel needed to provide the requisite  services,  furnishings and equipment.
Each fund pays its share of Vanguard's  total expenses which are allocated among
the funds under  methods  approved  by the Board of  Trustees  of each fund.  In
addition,  each fund bears its own direct  expenses such as legal,  auditing and
custodian  fees.  In order to generate  additional  revenues  for  Vanguard  and
thereby   reduce  the  funds'   expenses,   Vanguard   also   provides   certain
administrative services to other organizations.

     Each fund's  officers  are also  officers and  employees  of  Vanguard.  No
officer or employee owns, or is permitted to own, any securities of any external
adviser for the funds.


     Vanguard and each Fund's  adviser  have adopted Code of Ethics  designed to
prevent employees who may have access to nonpublic information about the trading
activities of the Funds (access



                                      B-15
 <PAGE>


persons) from profiting from that  information.  The Codes permit access persons
to invest in securities for their own accounts, including securities that may be
held by the Funds,  but place  substantive and procedural  restrictions on their
trading activities.  For example,  the Codes require that access persons receive
advance  approval for every securities trade 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 amounts which each of the funds have 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 August 31, 1999, each
fund had contributed  capital to Vanguard  representing 0.02% of each Fund's net
assets.  The  total  amount  contributed  by the  Funds  was  $5,111,000,  which
represented 5.1% of Vanguard's  capitalization.  The Amended and Restated Funds'
Service Agreement provides as follows: (a) each Vanguard fund may be called upon
to invest up to 0.40% of its  current  assets in  Vanguard,  and (b) there is no
other  limitation  on the dollar  amount each  Vanguard  fund may  contribute to
Vanguard's capitalization.

     MANAGEMENT.  Corporate management and administrative  services include: (1)
executive  staff;  (2) accounting and financial;  (3) legal and regulatory;  (4)
shareholder  account  maintenance;  (5)  monitoring  and  control  of  custodian
relationships;  (6)  shareholder  reporting;  and (7) review and  evaluation  of
advisory and other services provided to the Funds by third parties.

     DISTRIBUTION.  Vanguard Marketing Corporation, a wholly-owned subsidiary of
The Vanguard Group, Inc., provides all distribution and marketing activities for
the 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 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 The  Vanguard
Group, and that no fund shall incur annual distribution expenses in excess of of
1% of its average month-end net assets.


     During  the last three  fiscal  years,  the Funds  incurred  the  following
approximate  amounts of The  Vanguard  Group's  management  (including  transfer
agency), distribution, and marketing expenses.


<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
<S>                                                 <C>                 <C>                 <C>
FUND                                             FISCAL YEAR ENDED   FISCAL YEAR ENDED   FISCAL YEAR ENDED
                                                      8/31/1997           8/31/ 1998           8/31/1999
- ----------------------------------------------------------------------------------------------------------
U.S. Growth Fund                                     $16,574,000         $24,303,000         $36,880,000
International Growth Fund                             19,620,000          25,651,000          29,133,000
Calvert Social Index Fund                                    N/A                 N/A                 N/A
- ----------------------------------------------------------------------------------------------------------
</TABLE>


     INVESTMENT   ADVISORY  SERVICES.   Vanguard  provides  investment  advisory
services to Vanguard Calvert Social Index Fund and several other Vanguard funds.
These  services are provided on an at-cost basis from a money  management  staff
employed directly by Vanguard. The compensation and other expenses of this staff
are paid by the funds utilizing these services.

TRUSTEE COMPENSATION

The  same  individuals  serve  as  Trustees  of all  Vanguard  funds  (with  two
exceptions,  which are noted in the table appearing on page B-17), and each fund
pays a proportionate share of the Trustees'


                                   B-16
<PAGE>



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


     COMPENSATION TABLE. The following table provides  compensation  details for
each of the Trustees.  We list the amounts paid as  compensation  and accrued as
retirement benefits by each Fund for each Trustee. In addition,  the table shows
the total  amount of benefits  that we expect each  Trustee to receive  from all
Vanguard funds upon  retirement,  and the total amount of  compensation  paid to
each Trustee by all Vanguard funds. All information shown is for the fiscal year
ended August 31, 1999.

<TABLE>
<CAPTION>
                                        TRUSTEES COMPENSATION TABLE
<S>                                              <C>             <C>            <C>                 <C>
                                                              PENSION OR
                                                              RETIREMENT                            TOTAL
                                                               BENEFITS                         COMPENSATION
                                                AGGREGATE      ACCRUED AS       ESTIMATED          FROM ALL
                                              COMPENSATION   PART OF THESE       ANNUAL            VANGUARD
                                               FROM THESE        FUNDS'       BENEFITS UPON    FUNDS PAID TO
 NAMES OF TRUSTEES                               FUNDS(1)      EXPENSES(1)      RETIREMENT       TRUSTEES(2)
- ---------------------------------------------------------------------------------------------------------------
John C. Bogle (3). . . .                          None            None             None              None
John J. Brennan . . .                             None            None             None              None
Barbara Barnes Hauptfuhrer(4). . .                $1,477          $187           $15,000                $0
JoAnn Heffernan Heisen                            $4,430          $244           $15,000           $80,000
Bruce K. MacLaury . .                             $4,590          $413           $12,000           $75,000
Burton G. Malkiel . .                             $4,462          $404           $15,000           $80,000
Alfred M. Rankin, Jr.                             $4,430          $295           $15,000           $80,000
John C. Sawhill . . .                             $4,430          $374           $15,000           $80,000
James O. Welch, Jr. .                             $4,430          $432           $15,000           $80,000
J. Lawrence Wilson. .                             $4,430          $312           $15,000           $80,000
</TABLE>


(1)  The amounts  shown in this column are based on the Funds' fiscal year ended
     October 31, 1999.
(2)  The amounts reported in this column reflect the total  compensation paid to
     each Trustee for his or her service as Trustee of 103  Vanguard  funds (102
     in the case of Mr.  Malkiel;  93 in the case of Mr.  MacLaury) for the 1999
     calendar year.
(3)  Mr. Bogle has retired from the Funds' Board, effective December 31, 1999.
(4)  Mrs. Hauptfuhrer has retired from the Funds' Board,  effective December 31,
     1998.



                                      B-17
<PAGE>

                          INVESTMENT ADVISORY SERVICES


VANGUARD U.S. GROWTH FUND INVESTMENT ADVISORY AGREEMENT

The Fund entered into an  investment  advisory  agreement  with Lincoln  Capital
Management  Company  (Lincoln),  under which Lincoln  manages the investment and
reinvestment   of  the  assets   included  in  Vanguard  U.S.  Growth  Fund  and
continuously  reviews,  supervises and administers the Fund. Lincoln will invest
or reinvest such assets  primarily in U.S.  securities.  Lincoln  discharges its
responsibilities  subject to the  control of the  officers  and  Trustees of the
Fund.  Under this  agreement the Fund pays Lincoln an advisory fee at the end of
each fiscal  quarter,  calculated  by applying a  quarterly  rate,  based on the
following annual  percentage  rates, to the Fund's average  month-end net assets
for the quarter:

          NET ASSETS                                  RATE
          ----------                                  ----
          First $25 million...............            .40%
          Next $125 million...............            .35%
          Next $350 million...............            .25%
          Next $500 million...............            .20%
          Next $1.5 billion...............            .15%
          Next $12.5 billion..............            .10%
          Over $15 billion................            .08%

     For the fiscal  years  ended  August 31,  1997,  1998,  and 1999,  the Fund
incurred advisory fees of $8,475,000, $11,377,000, and $16,307,000 respectively.


DESCRIPTION OF LINCOLN

Lincoln is an Illinois  corporation  in which a controlling  interest is held by
the following  persons:  Timothy H. Ubben,  Chairman;  J. Parker Hall III, Chief
Executive Officer;  Kenneth R. Meyer,  President;  Ray B. Zemon,  Executive Vice
President; David M. Fowler, Executive Vice President; Richard W. Knee, Executive
Vice President; and Jay H. Freedman, Executive Vice President.

     The agreement  with Lincoln is renewable for successive  one-year  periods,
only if each renewal is  specifically  approved by a vote of the Fund's Board of
Trustees,  including the affirmative votes of a majority of the Trustees who are
not parties to the  agreement  or  "interested  persons" (as defined in the 1940
Act) of any such  party,  cast in person at a meeting  called for the purpose of
considering  such  approval.  The  agreement  is  automatically   terminated  if
assigned,  and may be terminated  without penalty at any time (1) by vote of the
Board of Trustees of the Fund on sixty (60) days' written notice to Lincoln,  or
(2) by Lincoln upon ninety (90) days' written notice to the Fund.

     The  Trustees  may  make any of  these  changes  without  the  approval  of
shareholders,  however,  any such change will be communicated to shareholders in
writing.

VANGUARD INTERNATIONAL GROWTH FUND INVESTMENT ADVISORY AGREEMENT

Vanguard  International  Growth Fund has  entered  into an  investment  advisory
agreement with Schroder Investment  Management North America, Inc. (Schroder) to
manage the  investment  and  reinvestment  of Fund's assets and to  continuously
review,   supervise,   and  administer  Vanguard   International  Growth  Fund's
investment program. In this regard, it is the responsibility of Schroder to make
decisions  relating to the Fund's investment in foreign  securities and to place
the Fund's purchase and sale orders for such securities. Schroder will invest or
reinvest the assets of the Fund only in foreign (non-U.S.) securities.  Schroder
discharges  its  responsibilities  subject to the  control of the  officers  and
Trustees of the Trust.

                                      B-18
<PAGE>

     As compensation for the services  rendered by Schroder under the agreement,
the Fund pays Schroder a basic fee at the end of each fiscal quarter  calculated
by applying a quarterly rate, based on the following annual percentage rates, to
the average month-end net assets of the Fund for the quarter:


          NET ASSETS                                         RATE
          ----------                                         ----
          First $50 million...............                   .350%
          Next $950 million...............                   .175%
          Over $1 billion.................                   .125%


     The Basic Fee,  as provided  above,  shall be  increased  or  decreased  by
applying an adjustment  formula based on the investment  performance of Vanguard
International  Growth  Fund  relative  to that  of the  Morgan  Stanley  Capital
International Europe, Australasia, Far East (MSCI EAFE) Index as follows:


  (a)  On assets of the Fund of $1 billion or less:

            THREE-YEAR PERFROMANCE
             DIFFERENTIAL VS. MSCI                      ANNUAL INCENTIVE (+)/
                  EAFE INDEX                             PENALTY (-) FEE RATE
- --------------------------------------------------------------------------------

                +12% or above                                 +0.0750%
             Between +6% and +12%                             +0.0375%
              Between +6% and -6%                                -0-
             Between -6% and -12%                             -0.0375%
                -12% and below                                -0.0750%


  (b)  On assets of the Fund of more than $1 billion:

             THREE-YEAR PERFROMANCE
              DIFFERENTIAL VS. MSCI                       ANNUAL INCENTIVE (+)/
                   EAFE INDEX                              PENALTY (-) FEE RATE
- --------------------------------------------------------------------------------
                  +12% or above                                  +0.0500%
              Between +6% and +12%                               +0.0250%
               Between +6% and -6%                                 -0-
              Between -6% and -12%                               -0.0250%
                 -12% and below                                  -0.0500%



     The incentive/penalty fee adjustment for assets in excess of $1 billion was
not fully operable  until the quarter ended  February 29, 1996,  and, until that
date, was calculated  according to certain  transition rules. From April 1, 1993
through November 30, 1993, the  incentive/penalty  fee on assets in excess of $1
billion  was  not  operable.   For  quarters  ending  after  this  period,   the
incentive/penalty  fee  adjustment  on assets in excess of $1  billion  has been
computed  based on a comparison of the  investment  performance  of the Fund and
that of the MSCI EAFE Index over the number of months that have elapsed  between
March 1, 1993 and the end of the quarter for which the fee is computed.

     For  the  purpose  of   determining   the  fee  adjustment  for  investment
performance, as described above, the net assets of Vanguard International Growth
Fund are averaged over the same period as the investment performance of the Fund
and the investment record of the MSCI EAFE Index are computed.

     The investment  performance of Vanguard  International Growth Fund for such
period,  expressed as a percentage  of the net asset value per share of the Fund
at the beginning of such period,  shall


                                      B-19
<PAGE>



be the sum of:  (i) the  change  in the net  asset  value  per share of the Fund
during such period;  (ii) the value of the cash  distributions  per share of the
Fund accumulated to the end of such period; and (iii) the value of capital gains
taxes per share paid or payable by the Fund on undistributed  realized long-term
capital gains accumulated to the end of such period. For this purpose, the value
of  distributions  per share of realized  capital gains,  of dividends per share
paid from investment income and of capital gains taxes per share paid or payable
on undistributed realized long-term capital gains shall be treated as reinvested
in shares of the Fund at the net asset value per share in effect at the close of
business on the record date for the payment of such  distributions and dividends
and the date on which  provision is made for such taxes,  after giving effect to
such distributions,  dividends and taxes. The investment record of the MSCI EAFE
Index for any period,  expressed as a percentage of the MSCI EAFE Index level at
the beginning of such period, shall be the sum of (i) the change in the level of
the MSCI EAFE Index during such period and (ii) the value, computed consistently
with  the  MSCI  EAFE  Index,  of cash  distributions  made by  companies  whose
securities  comprise the MSCI EAFE Index  accumulated to the end of such period.
For this purpose cash  distributions  on the securities  which comprise the MSCI
EAFE Index  shall be treated  as  reinvested  in the MSCI EAFE Index at least as
frequently  as the end of each  calendar  quarter  following  the payment of the
dividend.  The foregoing  notwithstanding,  any  computation  of the  investment
performance of the Fund and the  investment  record of the MSCI EAFE Index shall
be in accordance with any then applicable rules of the Commission.

     The Trustees  believe that the MSCI EAFE Index is an  appropriate  standard
against which the investment  performance of Vanguard  International Growth Fund
can be measured.  The MSCI EAFE Index is the only index  available  which covers
the  major  international  markets  outside  North  America.  The  weighting  of
securities in the MSCI EAFE Index is based on each stock's relative total market
value,  that is,  its  market  price  per  share  times  the  number  of  shares
outstanding.

     The agreement with Schroder is renewable for successive  one-year  periods,
only if each renewal is  specifically  approved by a vote of the Fund's Board of
Trustees,  including the affirmative votes of a majority of the Trustees who are
not parties to the  agreement  or  "interested  persons" (as defined in the 1940
Act) of any such  party,  cast in person at a meeting  called for the purpose of
considering  such  approval.  The  agreement  is  automatically   terminated  if
assigned,  and may be terminated  without penalty at any time (1) by vote of the
Board of Trustees of the Fund on sixty (60) days' written notice to Schroder, or
(2) by Schroder upon ninety (90) days' written notice to the Fund.

     During the three  fiscal  years ending  August 31,  1997,  1998,  and 1999,
respectively, the Fund paid Schroder the following advisory fees:


                                              1997         1998         1999
                                              ----         ----         ----
Basic Fee                               $8,245,000   $9,793,000  $10,068,000
Increase/(Decrease) for Performance
Adjustment                               1,980,000    2,526,000      418,000
Total                                  $10,225,000  $12,319,000  $10,486,000
                                       ===========  ===========  ===========

DESCRIPTION OF SCHRODER CAPITAL

Vanguard  International  Growth Fund is managed by the London  branch  office of
Schroder  Investment  Management  North  America,  Inc.  (SIMNA).   SIMNA  is  a
wholly-owned subsidiary of Schroders Incorporated, 787 7th Avenue, New York, New
York. Schroders PLC is the holding company parent of a large world-wide group of
banks and financial service companies (referred to as "The Schroder Group") with
associated companies and branch and representative  offices located in seventeen
countries.  The Schroder Group  specializes in providing  investment  management
services, with Group funds under management currently in excess of $200 billion.

                                      B-20
<PAGE>


Vanguard  Calvert Social Index Fund receives  advisory  services from Vanguard's
Core Management Group on an at-cost basis.


                             PORTFOLIO TRANSACTIONS

The  investment  advisory  agreements  with Lincoln and Schroder  authorize  the
investment  advisers  (with the  approval of the Funds'  Board of  Trustees)  to
select the  brokers or dealers  that will  execute  the  purchases  and sales of
portfolio securities for the Trust and direct each investment adviser to use its
best efforts to obtain the best  available  price and most  favorable  execution
with respect to all  transactions  for each Fund.  Each  investment  adviser has
undertaken  to execute each  investment  transaction  at a price and  commission
which provides the most favorable total cost or proceeds  reasonably  obtainable
under the circumstances.


     In placing portfolio transactions,  each Adviser will use 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 will be 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  may be given to
those brokers which supply  investment  research,  statistical  information,  or
provide other services in addition to execution services to the Funds and/or the
investment  advisers.  Each investment adviser considers the investment services
it receives useful in the performance of its obligations under the agreement but
is unable to  determine  the  amount  by which  such  services  may  reduce  its
expenses.


     Currently,  it is each Fund's  policy that each  investment  adviser may at
times pay higher commissions in recognition of brokerage services felt necessary
for the achievement of better execution of certain securities  transactions than
otherwise  might not be  available.  An  investment  adviser  will only pay such
higher  commissions  if it believes  this to be in the best  interest of a Fund.
Some brokers or dealers who may receive such higher  commissions  in recognition
of brokerage  services related to execution of securities  transactions are also
providers of research  information to the investment  advisers and/or the Funds.
However,  each investment  adviser has informed the Funds that it generally will
not pay higher  commission  rates  specifically  for the  purpose  of  obtaining
research services.

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


FUND                                      1997         1998         1999
- ---                                       ----         ----         ----
U.S. Growth Fund                    $4,076,812   $6,538,324  $11,950,441
International Growth Fund           $7,912,581  $10,369,101  $10,770,933
Calvert Social Index Fund                  N/A          N/A          N/A


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


                              FINANCIAL STATEMENTS

The Financial Statements of Vanguard U.S. Growth Fund and Vanguard International
Growth  Fund as of and  for the  year  ended  August  31,  1999,  including  the
financial  highlights  for each of the five years in the period ended August 31,
1999,  appearing in the Funds'  respective 1999 Annual Reports


                                     B-21
<PAGE>


to  Shareholders,   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.

                              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  World Fund,  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  industries and to reflect
the U.S. stock market.

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

STANDARD & POOR'S SMALL CAP 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 SMALL CAP 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.

RUSSELL 3000 STOCK INDEX--a diversified  portfolio of approximately 3,000 common
stocks  accounting for over 90% of the market value of publicly traded stocks in
the U.S.

RUSSELL 2000 STOCK INDEX--composed of the 2,000 smallest stocks contained in the
Russell  3000,  representing  approximately  7% of the Russell 3000 total market
capitalization.

RUSSELL  2000+ VALUE  INDEX--contains  stocks from the Russell 2000 Index with a
less-than-average growth orientation.

MORGAN  STANLEY  CAPITAL  INTERNATIONAL  EAFE  INDEX--is an  arithmetic,  market
value-weighted  average of the performance of over 900 securities  listed on the
stock exchanges of countries in Europe, Australasia and the Far East.

GOLDMAN SACHS 100  CONVERTIBLE  BOND  INDEX--currently  includes 71 bonds and 29
preferreds.   The  original  list  of  names  was  generated  by  screening  for
convertible  issues of $100  million or greater  in market  capitalization.  The
index is priced monthly.

SALOMON BROTHERS GNMA  INDEX--includes  pools of mortgages originated by private
lenders and guaranteed by the mortgage pools of the Government National Mortgage
Association.

SALOMON BROTHERS HIGH-GRADE  CORPORATE BOND  INDEX--consists of publicly issued,
non-convertible  corporate bonds rated AA or AAA. It is a value-weighted,  total
return index, including  approximately 800 issues with maturities of 12 years or
greater.

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

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


                                      B-22

<PAGE>

LEHMAN   CORPORATE   (BAA)  BOND   INDEX--all   publicly   offered   fixed-rate,
nonconvertible  domestic  corporate bonds rated Baa by Moody's,  with a maturity
longer  than one 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 ten years.

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

STANDARD & POOR'S PREFERRED INDEX--is a yield index based upon the average yield
of four high-grade, non-callable preferred stock issues.

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

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

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


COMPOSITE INDEX--65% Lehman Brothers 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,     nonconvertible    investment    grade,
dollar-denominated, SEC-registered corporate debt rated AA or AAA.


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


LEHMAN  BROTHERS  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 one
and five 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 five and
ten 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 ten years. The index
has a market value of over $1.1 trillion.

LIPPER SMALL COMPANY GROWTH FUND AVERAGE--the  average performance of 25 largest
small  company  growth  funds as defined by Lipper Inc.  Lipper  defines a small
company growth fund as a fund that by prospectus or portfolio  practice,  limits
its investments to companies on the basis of the size of the company.  From time
to time, Vanguard may advertise using the average performance and/or the average
expense ratio of the small company  growth funds.  (This fund category was first
established  in 1982.  For years prior to 1982,  the results of the Lipper Small
Company  Growth  category  were  estimated  using the  returns of the Funds that
constituted the Group at its inception.)

LIPPER BALANCED FUND  AVERAGE--an  industry  benchmark of average balanced funds
with similar investment objectives and policies, as measured by Lipper Inc.


                                    B-23
<PAGE>

LIPPER  NON-GOVERNMENT  MONEY  MARKET FUND  AVERAGE--an  industry  benchmark  of
average non-government money market funds with similar investment objectives and
policies, as measured by Lipper Inc.

LIPPER  GOVERNMENT MONEY MARKET FUND AVERAGE--an  industry  benchmark of average
government money market funds with similar  investment  objectives and policies,
as measured by Lipper Inc.


























                                                             SAI023-4/28/2000


                                      B-24

<PAGE>


                                     PART C

                              VANGUARD WORLD FUNDS
                               OTHER INFORMATION

ITEM 23. EXHIBITS


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

*Filed Previously
**Filed Herewith
+Filed  prevously for the Vanguard U.S. Growth & Vanguard  International  Growth
Funds. Filed herewith for the Vanguard Calvert Social Index Fund.


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

Lincoln  Capital  Management   Company  (Lincoln),   is  an  investment  adviser
registered  under the Investment  Advisers Act of 1940, as amended (the Advisers
Act).  The list  required by this Item 26 of officers and  directors of Lincoln,
together  with  any  information  as to any  business  profession,  vocation  or
employment  of a  substantial  nature  engaged in by such officers and directors
during the past two years,  is  incorporated  herein by reference to Schedules B
and D of Form ADV filed by Lincoln  pursuant to the  Advisers  Act (SEC File No.
801-11417).

                                      C-1
<PAGE>


     Schroder  Investment  Management  North  America,  Inc.  (Schroder),  is an
investment  adviser  registered  under the  Investment  Advisers Act of 1940, as
amended (the  Advisers  Act).  The list required by this Item 26 of officers and
directors  of  Schroder,  together  with  any  information  as to  any  business
profession,  vocation or employment of a substantial  nature  engaged in by such
officers and  directors  during the past two years,  is  incorporated  herein by
reference  to  Schedules B and D of Form ADV filed by  Schroder  pursuant to the
Advisers Act (SEC File No. 801-15834).


ITEM 27. PRINCIPAL UNDERWRITERS

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

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS


All accounts,  books and other documents required to be maintained by Section 31
(a) of 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,  Boston,  Massachusetts,  The
Chase Manhattan  Bank,  N.A., New York, New York, and First Union National Bank,
PA4943, 530 Walnut Street, Philadelphia, PA 19106.



ITEM 29. MANAGEMENT SERVICES

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


ITEM 30. UNDERTAKINGS

Not Applicable






                                      C-2
 <PAGE>
                                   SIGNATURES


Pursuant to the  requirements  of the  Securities Act of 1933 and the Investment
Company  Act of  1940,  the  Registrant  hereby  certifies  that  it  meets  all
requirements for effectiveness on 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 28th day of April, 2000.


                                             VANGUARD WORLD 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      April 28, 2000
   ---------------------------Executive Officer, and Trustee
       (Heidi Stam)
      John J. Brennan*


By:/S/ JOANN HEFFERNAN HEISEN Trustee                         April 28, 2000
   ---------------------------
       (Heidi Stam)
     JoAnn Heffernan Heisen*


By:/S/ BRUCE K. MACLAURY      Trustee                         April 28, 2000
   ---------------------------
       (Heidi Stam)
      Bruce K. MacLaury*


By:/S/ BURTON G. MALKIEL      Trustee                         April 28, 2000
   ---------------------------
       (Heidi Stam)
       Burton G. Malkiel*



By:/S/ ALFRED M. RANKIN, JR.  Trustee                         April 28, 2000
   ---------------------------
       (Heidi Stam)
     Alfred M. Rankin, Jr.*


By:/S/ JOHN C. SAWHILL        Trustee                         April 28, 2000
   ---------------------------
       (Heidi Stam)
      John C. Sawhill*


By:/S/ JAMES O. WELCH, JR.    Trustee                         April 28, 2000
   ---------------------------
       (Heidi Stam)
     James O. Welch, Jr.*



By:/S/ J. LAWRENCE WILSON     Trustee                         April 28, 2000
   ---------------------------
       (Heidi Stam)
     J. Lawrence Wilson*



By:/S/ THOMAS J. HIGGINS      Treasurer and Principal         April 28, 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>

                               INDEX TO EXHIBITS

Custodian Agreement..................................................Ex-99.BG
Consent of Independent Accountants...................................Ex-99.BJ
Rule 18f-3 Plan......................................................Ex-99.BO
Codes of Ethics......................................................Ex-99.BP




                                CUSTODY AGREEMENT


This  Agreement  made this 25 th day of April , 2000  between  VANGUARD  Calvert
Social Index Fund  (herein  after called  Owner) and FIRST UNION  NATIONAL  BANK
(hereinafter called Agent).

                               W I T N E S S E T H

                  1.  APPOINTMENT OF AGENT.  Owner hereby  appoints Agent as its
agent and custodian, and Agent hereby accepts such appointment and agrees to act
as agent and custodian, on the terms hereinafter specified.

                  2.  CUSTODY OF ASSETS.  Agent  shall act as  custodian  of all
cash,  securities,  evidences of indebtedness and other property,  including all
income thereon and proceeds from the sale of maturity thereof (collectively, the
Assets),  from time to time delivered to or received by it for Owner. The Assets
shall be held in the appropriate  account or accounts as may be established from
time to time upon Owner's  written  request and shall be segregated at all times
(except for cash and Assets held in  book-entry  form) from the  securities  and
property of any other person or entity.

                  3. ASSETS HELD IN SECURITIES  DEPOSITORY OR BOOK-ENTRY SYSTEM.
As used herein,  the term  `Assets'  shall also include all  securities  held on
behalf of Owner in The  Depository  Trust  Company  (DTC) and  registered in the
account of Agent or Agent's subagent or subcustodian  with DTC or Cede & Co., as
its nominee, and all securities held on behalf of Owner in The Participant Trust
Company  (PTC) and  registered  in the  account of Agent or Agent's  subagent or
subcustodian  in such  book-entry  system,  and all securities held on behalf of
Owner, in the Federal  Reserve/Treasury  book-entry system and registered in the
account of Agent or Agent's subagent or subcustodian in such book-entry  system,
PROVIDED  that,  in either case,  Agent shall provide Owner with the name of any
such  subagent  or  subcustodian  promptly  following  any  appointment  thereof
hereunder  and  shall at all  times  be fully  responsible  for all  actions  or
omissions  of any such  subagent or  subcustodian  to the same extent as if such
actions or omissions where those of Agent.

                  4. REGISTRATION OF ASSETS.  All Assets which are in registered
form shall,  unless  Agent is otherwise  Instructed  (as  hereafter  defined) in
writing,  be registered in accordance  with  paragraph 3 above or in the name of
Agent of Agent's  subagent or  subcustodian or nominees  thereof,  PROVIDED that
Agent shall provide Owner with the name of any such subagent or  subcustodian or
nominee promptly  following any appointment  thereof  hereunder and shall at all
times be fully  responsible for all actions or omissions of any such subagent or
subcustodian  or nominee to the same extent s if such actions or omissions  were
those of Agent. For purposes of this Agreement, the term Nominees shall refer to
Agent  and such  other  entities  or  persons  in whose  name(s)  Assets  may be
registered in accordance herewith.


                                        1


<PAGE>




                  5.  REPORTS.  Agent shall  forward or cause to be forwarded to
Owner any financial reports, proxy statements,  tender offers or other materials
received by it with respect to Assets  registered  in the name of the  Nominees.
Agent shall promptly  forward or cause to be forwarded to Owner all proxies with
respect to such Assets  executed in blank by the appropriate  Nominees  together
with all pertinent  information  and  documents  received by Agent in connection
with such proxies.

                  6. INCOME OF ASSETS.  (a) Agent shall take all steps necessary
to collect  the  dividends,  interest  and other  income on the Assets and shall
credit said income on payable  date to the  appropriate  account  designated  by
Owner from time to time in Clearinghouse or Available Funds as determined by the
Assets.  All income credited to Owner's account shall be promptly  reinvested or
distributed to Owner in accordance with Owner's  Instructions given from time to
time.

                         (b) Unless otherwise instructed in writing, Agent shall
                    retain  in  the  appropriate  account  of  Owner  any  stock
                    dividends,    subscription   rights   and   other   non-cash
                    distributions  on the Assets,  or the proceeds from the sale
                    of any  distributions.  Agent  shall  notify  Owner upon the
                    receipt of any such non-cash item.

                         (c) Agent or its Nominee is hereby  authorized  to sign
                    any declarations,  endorsements, affidavits, certificates of
                    ownership  or other  documents  which may be  required  with
                    respect to all coupons,  registered  interest,  dividends or
                    other income on the Assets.

                  7.  PURCHASES  AND SALES OF ASSETS.  (a) Agent shall  promptly
effect purchases and sales of the Assets in accordance with Owner's Instructions
from time to time and shall take all steps  necessary to collect the proceeds of
any Assets  which are sold,  redeemed or which have  matured and shall  promptly
deposit or  withdraw  said  proceeds  in  Clearinghouse  or  Available  Funds as
determined by the Assets in the appropriate account designated by Fund from time
to time,  PROVIDED  that agent shall not be  responsible  for the  collection of
Assets called for redemption or otherwise  payable (other than by reason of sale
or other  disposition by Agent) unless notice thereof is published in a national
financial  reporting  services Agent  subscribes,  including but not limited to,
Financial  Information  Services, JJ Kenney, or Wall Street Journal or notice is
otherwise  received  by  Agent.  Agent  shall not be under any duty to advise or
recommend any sales or purchases of Assets for Owner's account.

                         (b)  Agent  shall  effect  the  Corporate   Actions  in
                    accordance with the Owner's  Instructions and shall take all
                    steps  necessary  to collect  the  proceeds  in Cash  and/or
                    assets resulting from any Corporate Action as long as notice
                    of  such  Corporate  Action  is  published  in the  national
                    reporting services described above.

                         (c)  Agent  shall  not be under  any duty to  advise or
                    recommend  any sales,  or purchases of assets or response to
                    Corporate Actions notifications for Owner's account.


                                        2


<PAGE>



                  8. LIMITATION OF LIABILITY;  Responsibilities. (a) Agent shall
not be liable for any loss or damage  suffered by Owner as the result of any act
or  omission  of any  broker  or other  agent  engaged  by  Owner  in  effecting
purchases,  sales or exchanges of Assets  except to the extent of any  liability
caused by (I) the negligence, of Agent or its subagent or subcustodian,  or (ii)
the  failure  of Agent or its  subagent  or  subcustodian  to  perform  any acts
required in this Agreement.  Agent shall not be liable for loss or damage caused
either  directly or  indirectly  by invasion by a foreign  power,  insurrection,
riot, war, nuclear disaster,  order of civil authority,  unrelated to any act or
omission by agent, or subagent or subcustodian, or any causes beyond its control
which cannot be covered by Agent's insurance.

                         (b)  Agent  shall  not be  responsible  to file any tax
                    returns or pay any taxes due in  connection  with the Assets
                    held hereunder and the income therefrom.

                         (c) Agent  shall be under no  obligation  to advise the
                    Owner of due or tender  dates for those  Assets  which  have
                    tender options  attached to, stamped on, or  incorporated in
                    the Asset itself.

                  9. STATEMENTS. Agent shall deliver to Owner no less frequently
than  monthly,  a statement of all  accounts  maintained  hereunder  showing all
receipts,  disbursements and other transactions  affecting the Assets during the
preceding  month and a  statement  of the cost and  market  value of each of the
Assets at the end of the preceding  month.  The scope,  content and frequency of
the  statements  required  hereunder  may be changed  from time to time upon the
mutual written agreement of the parties hereto.

                  10. OTHER  ACQUISITIONS.  Owner  authorizes  Agent to act, and
Agent agrees that it shall act for Owner from time to time, in the acceptance of
the  delivery  from a fiduciary or a donor to the Owner of  securities,  cash or
other property. Upon delivery to it of securities,  cash or other property to be
credited to Owner's account, whether as the result of a purchase or distribution
of a  bequest  or gift,  Agent  shall  promptly  notify  Owner and issue to it a
receipt  setting forth an accurate  description of each item received,  together
with the face value thereof in the case of an evidence of  indebtedness  and the
number of shares in the case of stock.

                  11.  WITHDRAWAL OF ASSETS.  (a) Any securities and evidence of
indebtedness  included in the Assets may be withdrawn  from Agent in  accordance
with Owner's Instructions; provided; however that except as provided below, such
Instructions shall direct that the delivery of any such securities and evidences
of  indebtedness  by Agent shall be made only to (I) a bank or trust  company or
its nominee,  (ii) a broker or its nominee,  (iii) the DTC or its nominee,  (iv)
the  PTC,  or its  nominee,  (v) The  Federal  Reserve,  or (vi) in the  case of
commercial  paper,  to the obligor upon payment.  In the event the  Instructions
direct the  delivery  of Assets to any person or entity  other than as set forth
above,  such  Instructions  shall be in  writing  by the Owner or  otherwise  be
authorized  pursuant to a  resolution  duly adopted by the Owner and provided to
agent in accordance with paragraph 14(c) below.


                                        3


<PAGE>



                         (b) Upon  receipt of such  Instructions  and subject to
                    the terms and  conditions  thereof,  Agent shall deliver the
                    items specified  therein to the person or entity  designated
                    and shall obtain a proper receipt therefor.

                         (c) In  connection  with the sale of any Assets,  Agent
                    shall make  delivery  of such Assets  only  against  payment
                    therefor in federal funds or by certified or bank  cashier's
                    check,  provided that, consistent with customary practice at
                    the  place of  delivery,  Agent  may (I) make  delivery  for
                    inspection prior to sale at buyer's location,  upon delivery
                    to Agent  of a proper  receipt  therefor,  to a member  of a
                    registered  national  securities  exchange  or bank or trust
                    company,  and (ii) may accept as payment for such  delivered
                    assets an uncertified  check of such an entity.  In no event
                    shall Agent be liable hereunder for not delivering Assets in
                    accordance with Owner's  Instructions where such delivery is
                    withheld  by  reason  of  the   purchaser's   inability   or
                    unwillingness to make a payment therefor in federal funds or
                    by  certified  or  bank  cashier's  check  or  as  otherwise
                    provided in this paragraph 11(c).

                         (d) Any cash  included  in the Assets may be  withdrawn
                    from  Agent in  accordance  with the  Owner's  Instructions,
                    provided,  however,  that  subject  to a  transfer  or other
                    disposition of securities by bookkeeping entry in connection
                    with Agent's participation  (through its agent) in DTC, PTC,
                    or the Federal  Reserve/Treasury  book-entry  system,  Agent
                    shall  make  payments  of cash to, or from the  account  of,
                    Owner  only (I) upon the  purchase  of  securities  or other
                    Assets and  delivery of such  securities  or other Assets to
                    Agent in proper form for transfer;  (ii) to Owner's  account
                    with First  Union  National  Bank or with such other bank as
                    Owner may  designate  by written  Instructions  from time to
                    time;  (iii) for the  payment of Agent's  expenses  and fees
                    authorized  with this  Agreement;  and (iv) for  payments in
                    connection  with the  conversion,  exchange or  surrender of
                    securities  included  in the  Assets.  In  making  any  cash
                    payments,   Agent   shall   receive   written   Instructions
                    authorized by the Owner.

                         (e)  Agent  shall  promptly  notify  the  Owner  of all
                    withdrawals  from or deliveries to Bank for Owner's  account
                    hereunder.

                  12.  ADVANCEMENT  OF  FUNDS.  If at any time the  Owner  has a
negative cash balance, Agent shall be deemed to have made an advance to Owner in
the amount of such negative cash balance. To secure any such advance,  the Owner
hereby  grants to Agent a  continuing  lien upon and  security  interest  in all
Investments  (as  hereinafter  defined)  which are (a) held in,  evidenced by or
identified  with the Account,  or (b) otherwise held by Agent in custody for the
Owner or held by Agent or any third  party in the name of Agent on behalf of the
Owner.  As  used  in  the  preceding  sentence  the  term  `Investments'   means
instruments   and   securities   (whether   in   certificated,   book  entry  or
uncertificated  form), deposit accounts,  other investments,  however classified
under  applicable  law, and all proceeds of all of the foregoing.  Said lien and
security interest is in addition to any right of setoff which Agent may have.

                  13.  INDEMNITY.  With respect to any Assets  received by Agent
and  registered  in the name of Agent or Agent's  subagent  or  subcustodian  or
nominee or held on behalf of Owner in DTC, PTC, or the Federal  Reserve/Treasury
book-entry system, Agent shall be fully responsible and

                                        4


<PAGE>



liable for and shall indemnify and hold Owner harmless against any loss,  damage
or expense  (including  attorney's fees and amounts paid with Agent's consent in
settlement  of any claim or action) which Owner may sustain  resulting  from (I)
any act of Agent,  its subagent or subcustodian  or nominee,  or any employee or
other agent of any of them which has not been authorized hereunder,  or (ii) any
failure by Agent,  or its subagent or  subcustodian or nominee to perform any of
its obligations under this Agreement. Except with respect to the extent same may
result,  directly or  indirectly  from any  negligent act or omission or willful
misconduct of Agent, its subagent or subcustodian or nominee, or any employee or
other  agent  of  any of  them  or any  failure  of  Agent  or its  subagent  or
subcustodian  or  nominee,  to  perform  any of Agent's  obligations  under this
Agreement, Owner shall indemnify and hold Agent or any subagent, subcustodian or
nominee  harmless  against any  liability,  loss,  damage or expense  (including
attorney's  fees and amounts paid,  with Owner's  consent,  in settlement of any
claim or action) with Agent or any subagent, subcustodian or nominee may sustain
resulting from its performance in accordance with this Agreement.

                  14.      INSTRUCTIONS, NOTICES AND AUTHORIZED PERSONS.

     (a) As used in this  Agreement,  the term  `Instructions'  or  `Instructed'
means a  request  or order  given or  delivered  to Agent by the  Owner.  Unless
specifically  required herein to be in writing,  Instructions  shall be promptly
confirmed  in  writing.  Failure  to  provide  a  written  confirmation  of oral
Instructions shall not invalidate any such Instructions.

     (b) Any  notices,  confirmations  and  receipts  required  hereunder  to be
delivered by Agent to Owner, unless otherwise  specifically  provided,  shall be
delivered by Agent to the Owner.  The Owner shall certify to Agent, as required,
the names of the persons who, from time to time,  shall have been duly appointed
to act as Owner.

     (c) Owner  will from time to time  file with  Agent a  certified  copy of a
corporate  resolution or similar document as appropriate  authorizing  person or
persons to give proper  instructions  and specifying  the class of  instructions
that may be given by each person to Agent under this Agreement.

     (d)  Agent  may rely and  shall be  protected  in  acting  upon any oral or
written (including telegraph and other mechanical) instructions, request, letter
of transmittal,  certificate, opinion of counsel, statement, instrument, report,
notice,  consent, order, or other paper or document reasonably believed by it to
be genuine and to have been signed forwarded or presented by Owner or designee.

                  15. AUDIT OF ACCOUNT. Owner, or its designated representative,
shall have at all reasonable times free access to the books and records of Agent
relating to the accounts  created b or pursuant to its Agreement for the purpose
of audit,  or  otherwise,  and to the  Assets  held by Agent  hereunder  and its
records  relating to Agent's or its subagent's or  subcustodian's  accounts with
DTC,  PTC and the Federal  Reserve/Treasury  book-entry  system or  otherwise on
behalf of Owner for the purpose of examination.

                                        5


<PAGE>



                  16. FEES AND EXPENSES. Agent shall notify Owner of any changes
and out-of-  pocket  expenses in connection  with the  performance of its duties
hereunder  and Owner shall pay Agent all prior charges and expenses of Agent and
its Nominee. Agent's compensation for its services hereunder shall be charged at
the rate agreed upon in Addendum A. There may not be any change to this Addendum
unless mutually agreed upon in writing by the Owner and the custodian.

                  17.  AMENDMENTS OR  TERMINATION.  This Agreement  contains the
entire  understanding  between  the Owner and the Agent  concerning  the subject
matter of this  Agreement,  supersedes  all other  Custody  Agreements  of dates
previous and may be amended only in writing  signed by both parties.  No term or
provision  of this  Agreement  may be modified  or waived  unless in writing and
signed  by the party  against  whom such  waiver  or  modification  is sought to
enforce.  Either  parties  failure to insist at any time upon strict  compliance
with this Agreement or with any of the terms hereunder,  or any continued course
of such conduct on the part of either party shall in no event  constitute  or be
considered  a waiver  by  either  party  of any of its  rights  hereunder.  This
Agreement may be terminated  at any time provided such  effective  time shall be
not less than 60 days and not more than 90 days from the date of written  notice
of termination.

                  18.  GOVERNING LAW. This  Agreement  shall be governed by, and
construed in accordance with, the laws of the Commonwealth of Pennsylvania.


Accepted:

Attest:                                     Vanguard Calvert Social Index Fund


By:/s/ Sarah Buescher                       By: /s/ Robert Snowden
   ------------------                           -------------------


                                            Date: April 26, 2000
                                                 ---------------



                            FIRST UNION NATIONAL BANK


By:/s/ Mark Dillon                          By:/s/ Paul Cahill
   ---------------                              ---------------


                                            Date: April 26, 2000
                                                 ---------------




                                        6



                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby  consent to the  incorporation  by reference in the  Prospectuses  and
Statement of Additional  Information  constituting parts of this  Post-Effective
Amendment No. 79 to the Registration  Statement on Form N-1A (the  "Registration
Statement") of our reports dated  September 30, 1999,  relating to the financial
statements  and  financial  highlights  appearing  in the August 31, 1999 Annual
Reports to Shareholders of Vanguard U.S. Growth Fund and Vanguard  International
Growth Fund,  which are also  incorporated  by reference  into the  Registration
Statement.  We also consent to the references to us under the heading "Financial
Highlights" in the  Prospectuses and under the headings  "Financial  Statements"
and "Service Providers--Independent  Accountants" in the Statement of Additional
Information.

PricewaterhouseCoopers LLP
Philadelphia, PA


April 27, 2000



                              VANGUARD WORLD FUNDS

                   MULTIPLE CLASS PLAN PURSUANT TO RULE 18f-3
                    UNDER THE INVESTMENT COMPANY ACT OF 1940

         This Multiple Class Plan ("Plan") has been adopted by a majority of the
Board of Trustees of Vanguard World Funds (the "Trust"), including a majority of
the Trustees who are not interested  persons of the Trust, on behalf of Vanguard
Calvert  Social  Index Fund (the  "Fund").  The Plan will take  effect  upon the
effectiveness of the Fund.

 I.      SHARE CLASSES
         -------------

         The Fund will offer two classes of shares as follows:

         -    Investor Shares (or "Class A Shares"); and

         -    Institutional Shares (or "Class C Shares").


II.      CLASS ELIGIBILITY REQUIREMENTS AND DISTRIBUTION
         -----------------------------------------------

         The eligibility  requirements for Class A Shares and Class C Shares are
as follows:

         A.       CLASS A SHARES
                  --------------

                  Class A Shares will be available to all investors. At present,
the minimum initial investment  requirement for Class A Shares is expected to be
$3,000 for non-retirement  accounts and $1,000 for most retirement  accounts and
Uniform Gifts/Transfers to Minors Act accounts.

         B.       CLASS C SHARES
                  --------------

                  Class C Shares will be available only to investors who, due to
the  substantial  size of their  investments,  are  expected  to afford the Fund
certain  economies of scale with respect to the servicing of their accounts.  It
is  expected  that  most   investors   eligible  for  Class  C  Shares  will  be
institutional entities, such as employee benefit plans, foundations, endowments,
trusts,  bank  nominees  and  corporations.  At  present,  the  minimum  initial
investment  requirement  for  Class C Shares  is  expected  to be at  least  $10
million.


III.     SERVICE ARRANGEMENTS
        ---------------------

         Holders of both Class A Shares and Class C Shares will receive  certain
"core" services,  including transaction processing services, account statements,
shareholder  reports,  proxy  materials

<PAGE>


     and other mailings.  However,  certain servicing  arrangements for the Fund
will differ between Class A and Class C Shares as follows:

         A.       CLASS A SHARES
                  --------------

                  Class A Shares will be serviced  primarily through  Vanguard's
Individual  Investor Services Group.  Employee benefit plan investors  utilizing
Vanguard's  participant  recordkeeping  system (VISTA) will be serviced  through
Vanguard's  Institutional  Investor  Services Group. The Funds will make certain
supplementary services available to holders of Class A Shares, including trustee
services,  defined contribution plan participant  education services and defined
contribution  plan participant  telephone  services.  It is anticipated that the
aggregate amount of  account-based  services that are provided to Class A Shares
(including transaction processing, shareholder recordkeeping, and the mailing of
shareholder  reports,  proxy materials,  and other items) will materially exceed
the amount of such services for Class C Shares.

         B.       CLASS C SHARES
                  --------------

                  Class C Shares will be serviced  primarily through  Vanguard's
Institutional  Investor  Services  Group.  Due to  the  higher  minimum  initial
investment requirement, it is expected that Class C Shares will be held by fewer
investors than Class A Shares.  It is anticipated  that the aggregate  amount of
account-based  services  that are provided to Class C Shares will be  materially
less than the amount of such services provided to Class A Shares.


IV.      EXCHANGES AND CONVERSIONS
         -------------------------

         A.       EXCHANGES
                  ---------

                  1.       CLASS A SHARES
                           --------------

                           Class A Shares may be exchanged for Class C Shares of
         the Fund provided that all purchase eligibility  requirements for Class
         C Shares are satisfied. In addition,  Class A Shares of the Fund may be
         exchanged  for shares of other  Vanguard  funds,  subject to such other
         Vanguard funds' normal policies and applicable law.

                  2.       CLASS C SHARES
                           --------------

                           Class C Shares may be exchanged for Class A Shares of
         the Fund provided that all purchase eligibility  requirements for Class
         C shares are satisfied. In addition,  Class C Shares of the Fund may be
         exchanged  for shares of other  Vanguard  funds,  subject to such other
         Vanguard funds' normal policies and applicable law.

                                       2

<PAGE>


         B.       CONVERSIONS OF CLASS C SHARES INTO CLASS A SHARES
                  -------------------------------------------------

                  The Trust may convert an investor's  Class C Shares into Class
A Shares of the Fund if such investor's account falls below the  then-applicable
minimum initial investment amount to be eligible to purchase Class C Shares. Any
such  conversion  will be preceded by written notice to the investor and will be
effected  on the basis of the  relative  net asset  values of Class A Shares and
Class C Shares of the Fund  without the  imposition  of any sales  load,  fee or
other charge.


V.       EXPENSE ALLOCATION BETWEEN CLASSES
         ----------------------------------

         A.       BACKGROUND
                  ----------

                  The  Trust is a member  of The  Vanguard  Group of  Investment
Companies (the "Group").  Through their jointly-owned  subsidiary,  The Vanguard
Group,  Inc.  ("Vanguard"),  the Trust and the other  funds in the Group  obtain
at-cost  virtually  all  of  their  corporate  management,   administrative  and
distribution services. Vanguard also provides investment advisory services on an
at-cost  basis to the  member  funds.  Vanguard  was  established  and  operates
pursuant to a Funds'  Service  Agreement  ("Agreement")  between  itself and the
Vanguard  Funds,  and  pursuant  to an  exemptive  order  granted  by  the  U.S.
Securities and Exchange  Commission.  Vanguard's direct and indirect expenses of
providing corporate management,  administrative and distribution services to the
funds in the Group are allocated  among those funds in  accordance  with methods
specified in the Agreement.

         B.       CLASS-SPECIFIC EXPENSES
                  -----------------------

                  1.       MARKETING AND DISTRIBUTION EXPENSES
                           -----------------------------------

                           Expenses  associated  with  Vanguard's  marketing and
         distribution activities will be allocated to a share class on behalf of
         which the  expenses  were  incurred by making such  allocations  to the
         Fund's  Class A Shares and Class C Shares as if each such  share  class
         were a separate Vanguard Fund under the Agreement.

                  2.       EXPENSES FOR ACCOUNT-BASED SERVICES
                           -----------------------------------

                           Expenses  associated  with  Vanguard's  provision  of
         account-based  services  will be allocated  between  Class A Shares and
         Class C Shares of the Fund on the basis of the amount  incurred by each
         such share class as follows:

                                       3

<PAGE>

                         (a)      ACCOUNT MAINTENANCE EXPENSES
                                  ----------------------------

                                    Expenses  associated with the maintenance of
                  investor  accounts will be  proportionately  allocated between
                  Class  A  Shares  and  Class C  Shares  based  upon a  monthly
                  determination  of (i)  the  percentage  of  total  shareholder
                  accounts represented by each class, and (ii) the percentage of
                  total  account  transactions  performed  by Vanguard  for each
                  class. In allocating account maintenance  expenses between the
                  classes, the figure based on determination (i), above, will be
                  given a 75%  weighting  and the figure based on  determination
                  (ii), above, will be given a 25% weighting.

                           (b)      LITERATURE PRODUCTION AND MAILING EXPENSES
                                    ------------------------------------------

                                    Expenses    associated   with    shareholder
                  reports,   proxy  materials  and  other   literature  will  be
                  allocated between Class A Shares and Class C Shares based upon
                  the number of such items produced and mailed for each class of
                  shares.

                  3.       OTHER CLASS SPECIFIC EXPENSES
                           -----------------------------

                           Expenses  for the  primary  benefit  of a  particular
         share  class will be  allocated  to that  share  class.  Such  expenses
         include  the  following:  each  class'  share of  Vanguard's  operating
         expenses (not  including  expenses  related to management of the Fund's
         assets  allocated  under  subparagraph  (C) below);  blue sky fees; and
         legal fees attributable to a particular class.

         C.       FUND EXPENSES
                  -------------

                  1.       ASSET MANAGEMENT EXPENSES
                           -------------------------

                           Expenses  associated  with  management  of the Fund's
         assets (including all advisory,  tax preparation and custody fees) will
         be allocated  between Class A Shares and Class C Shares on the basis of
         their relative net assets.

                  2.       OTHER FUND EXPENSES
                           -------------------

                           Any  other  expenses  not  described  above  will  be
         allocated  between  Class A Shares  and  Class C Shares on the basis of
         their relative net assets.


VI.      ALLOCATION OF INCOME, GAINS AND LOSSES
         --------------------------------------

         Income,  gains and losses will be allocated  between Class A Shares and
Class C Shares  on the  basis of  their  relative  net  assets.  As a result  of
differences  in allocated  expenses,  it is expected that the net income of, and
dividends   payable  to,  each  class  of  shares  will  vary.   Dividends   and
distributions  paid to each  class  of  shares  will be  calculated  in the same
manner, on the same day, and at the same time.


VII.     VOTING AND OTHER RIGHTS
         -----------------------

         Class A Shares and Class C Shares will each have: (i) exclusive  voting
rights on any  matter  submitted  to  shareholders  that  relates  solely to its
service or  distribution  arrangements;  and (ii) separate  voting rights on any
matter  submitted  to  shareholders  in which the  interests of one class differ
materially  from the  interests  of the  other  class;  and  (iii) in all  other
respects the same rights,  obligations  and privileges as each other,  except as
described in this Plan.


VIII.    AMENDMENTS
         ----------

         All material  amendments to this Plan must be approved by a majority of
the Board of Trustees of the Trust, including a majority of the Trustees who are
not interested persons of the Trust.




                            THE VANGUARD GROUP, INC.
                            ------------------------

                                 CODE OF ETHICS
                                 --------------

SECTION 1:  BACKGROUND

This Code of Ethics has been  approved  and adopted by the Board of Directors of
The Vanguard Group, Inc.  ("Vanguard") and the Boards of Trustees of each of the
Vanguard funds in compliance with Rule 17j-1 under the Investment Company Act of
1940. The Code has been amended and restated effective as of May 1, 1999. Except
as otherwise provided,  the Code applies to all "Vanguard personnel," which term
includes all  employees,  officers,  Directors  and Trustees of Vanguard and the
Vanguard funds. The Code also contains  provisions which apply to the investment
advisers to the Vanguard funds (see section 11).

SECTION 2:  STATEMENT OF GENERAL FIDUCIARY STANDARDS

This Code of Ethics is based on the overriding principle that Vanguard personnel
act  as  fiduciaries  for  shareholders'  investments  in  the  Vanguard  funds.
Accordingly,  Vanguard  personnel must conduct their  activities at all times in
accordance with the following standards:

     a)   SHAREHOLDERS' INTERESTS COME FIRST. In the course of fulfilling  their
duties and  responsibilities  to Vanguard fund shareholders,  Vanguard personnel
must at all times place the interests of Vanguard fund  shareholders  first.  In
particular,  Vanguard  personnel must avoid serving their own personal interests
ahead of the interests of Vanguard fund shareholders.

     b)   CONFLICTS OF INTEREST  MUST BE AVOIDED. Vanguard  personnel must avoid
any situation  involving an actual or potential conflict of interest or possible
impropriety with respect to their duties and  responsibilities  to Vanguard fund
shareholders.

     c)   COMPROMISING  SITUATIONS MUST BE AVOIDED. Vanguard  personnel must not
take  advantage  of their  position  of trust and  responsibility  at  Vanguard.
Vanguard  personnel must avoid any situation that might  compromise or call into
question  their exercise of full  independent  judgment in the best interests of
Vanguard fund shareholders.

<PAGE>

All  activities  of Vanguard  personnel  should be guided by and adhere to these
fiduciary  standards.  The remainder of this Code sets forth  specific rules and
procedures  which are consistent with these fiduciary  standards.  However,  all
activities by Vanguard  personnel  are required to conform with these  fiduciary
standards  regardless  of whether the activity is  specifically  covered in this
Code.

SECTION 3:  DUTY OF CONFIDENTIALITY

Vanguard personnel must keep confidential at all times any nonpublic information
they may obtain in the course of their employment at Vanguard.  This information
includes but is not limited to:

     1)   information  on the  vanguard  funds,  including  recent or  impending
          securities    transactions   by   the   funds,   activities   of   the
          funds' advisers, offerings of new funds, and closings of funds;

     2)   information   on   Vanguard   fund    shareholders   and   prospective
          shareholders,  including their  identities,  investments,  and account
          transactions;

     3)   information  on  other  vanguard   personnel,   including  their  pay,
          benefits, position level, and performance ratings; and

     4)   information on Vanguard business  activities,  including new services,
          products, technologies, and business initiatives.

Vanguard  personnel  have  the  highest  fiduciary   obligation  not  to  reveal
confidential  Vanguard  information  to any party that does not have a clear and
compelling need to know such information.

SECTION 4:  GIFT POLICY

Vanguard  personnel are prohibited  from seeking or accepting  gifts of material
value from any person or entity,  including  any Vanguard  fund  shareholder  or
Vanguard client,  when such gift is in relation to doing business with Vanguard.
In certain  cases,  Vanguard  PERSONNEL MAY ACCEPT GIFTS OF DE MINIMIS value (as
determined in accordance with guidelines set forth in Vanguard's Human Resources
Policy Manual) but only if they obtain the approval of a Vanguard officer.

<PAGE>

SECTION 5:  OUTSIDE ACTIVITIES

     a)   PROHIBITIONS   ON   SECONDARY   EMPLOYMENT.    Vanguard employees  are
prohibited from working for any business or enterprise in the financial services
industry  that  competes  with  Vanguard.  In addition,  Vanguard  employees are
prohibited from working for any  organization  that could possibly  benefit from
the  employee's  knowledge of  confidential  Vanguard  information,  such as new
Vanguard  services  and  technologies.   Beyond  these  prohibitions,   Vanguard
employees may accept secondary employment, but only with prior approval from the
Vanguard Compliance Department.  Vanguard officers are prohibited from accepting
or  serving  in any form of  secondary  employment  unless  they  have  received
approval from a Vanguard  Managing  Director or the Vanguard  Chairman and Chief
Executive Officer.

     b)   PROHIBITION  ON  SERVICE  AS  DIRECTOR  OR PUBLIC  OFFICIAL.  Vanguard
officers and employees are prohibited  from serving on the board of directors of
any publicly traded company or in an official  capacity for any federal,  state,
or local government (or governmental  agency or  instrumentality)  without prior
approval from the Vanguard Compliance Department.

     c)   PROHIBITION ON MISUSE OF VANGUARD TIME OR PROPERTY. Vanguard personnel
are  prohibited  from using  Vanguard time,  equipment,  services,  personnel or
property  for any  purposes  other  than the  performance  of their  duties  and
responsibilities at Vanguard.

SECTION 6:  GENERAL PROHIBITIONS ON TRADING

     a)   TRADING  ON  KNOWLEDGE  OF  VANGUARD  FUNDS  ACTIVITIES. All  Vanguard
personnel are prohibited  from taking  personal  advantage of their knowledge of
recent or impending  securities  activities of the Vanguard  funds or the funds'
investment  advisers.  In particular,  Vanguard  personnel are  prohibited  from
purchasing  or selling,  directly or  indirectly,  any  security  when they have
actual knowledge that the security is being purchased or sold, or considered for
purchase or sale, by a Vanguard fund. This prohibition applies to all securities
in which the person has acquired or will  acquire  "beneficial  ownership."  For
these  purposes,  a person is  considered  to have  beneficial  ownership in all
securities  over  which  the  person  enjoys  economic  benefits   substantially
equivalent to ownership (for example,  securities held in trust for the person's
benefit),  regardless of who is the registered owner. Under this Code of Ethics,
Vanguard personnel are considered to have beneficial ownership of all securities
owned by their spouse or minor children.

<PAGE>

     b)   VANGUARD INSIDER TRADING POLICY.  All Vanguard  personnel are  subject
to Vanguard's  Insider Trading  Policy,  which is considered an integral part of
this Code of  Ethics.  Vanguard's  Insider  Trading  Policy  prohibits  Vanguard
personnel  from  buying or  selling  any  security  while in the  possession  of
material nonpublic information about the issuer of the security. The policy also
prohibits  Vanguard  personnel from  communicating to third parties any material
nonpublic information about any security or issuer of securities.  Any violation
of Vanguard's Insider Trading Policy may result in penalties which could include
termination of employment with Vanguard.

SECTION 7:  ADDITIONAL TRADING RESTRICTIONS FOR ACCESS PERSONS

     a)   APPLICATION. The  restrictions of this section 7 apply to all Vanguard
access persons. For purposes of the Code of Ethics, "access persons" include:

     1)   any  Director  or Trustee of Vanguard  or a Vanguard  fund,  excluding
          disinterested  Directors and Trustees  (i.e.,  any Director or Trustee
          who is not an  "interested  person"  of a  Vanguard  fund  within  the
          meaning of Section 2(a)(19) of the Investment Company Act of 1940);

     2)   any officer of Vanguard or a Vanguard fund; and

     3)   any  employee of Vanguard or a Vanguard  fund who in the course of his
          or her regular  duties  participates  in the  selection  of a Vanguard
          fund's  securities or who works in a Vanguard  department or unit that
          has  access to  information  regarding  a  Vanguard  fund's  impending
          purchases or sales of securities.

The  Vanguard  Compliance  Department  will notify all  Vanguard  personnel  who
qualify as access persons of their duties and  responsibilities  under this Code
of Ethics. The restrictions of this section 7 apply to all transactions in which
a Vanguard access person has or will acquire  beneficial  ownership (see section
6a) of a security,  including  transactions by a spouse or minor child. However,
the restrictions do not apply to transactions involving:  (i) direct obligations
of the  Government  of the United  States;  (ii) high  quality  short-term  debt
instruments,  including  bankers'  acceptances,  bank  certificates  of deposit,
commercial  paper,  and  repurchase  agreements;  and (iii) shares of registered
open-end  investment  companies  (including  shares of

<PAGE>

any Vanguard fund). In addition,  the  restrictions do not apply to transactions
in accounts  over which the access  person has no direct or indirect  control or
influence.

     b)   GENERAL  RESTRICTIONS FOR ACCESS PERSONS.  Vanguard access persons are
subject  to  the  following   restrictions  with  respect  to  their  securities
transactions:

     1)   PRE-CLEARANCE OF SECURITIES TRANSACTIONS. Vanguard access persons must
          receive  approval  from  the  Vanguard  Compliance  Department  before
          purchasing  or  selling  any  securities.   The  Vanguard   Compliance
          Department  will  notify  Vanguard  access  persons if their  proposed
          securities transactions are permitted under this Code of Ethics.

     2)   TRADING THROUGH VANGUARD BROKERAGE  SERVICES.  Vanguard access persons
          must  conduct  all  their  securities  transactions  through  Vanguard
          Brokerage   Services.   Vanguard   Brokerage   Services  will  send  a
          confirmation  notice  of any  purchase  or  sale  of  securities  by a
          Vanguard access person to the Vanguard Compliance Department.

     3)   PROHIBITION ON INITIAL PUBLIC  OFFERINGS.  Vanguard access persons are
          prohibited from acquiring securities in an initial public offering.

     4)   PROHIBITION  ON  PRIVATE  PLACEMENTS.   Vanguard  access  persons  are
          prohibited from acquiring  securities in a private  placement  without
          prior approval from the Vanguard Compliance  Department.  In the event
          an access person receives approval to purchase securities in a private
          placement,  the access person must  disclose that  investment if he or
          she plays any part in a  Vanguard  fund's  later  consideration  of an
          investment in the issuer.

     5)   PROHIBITION ON OPTIONS.  Vanguard  access persons are prohibited  from
          acquiring or selling any option on any security.

     6)   PROHIBITION ON  SHORT-SELLING.  Vanguard access persons are prohibited
          from  selling  any  security  that the access  person  does not own or
          otherwise engaging in "short-selling" activities.

     7)   PROHIBITION ON SHORT-TERM TRADING PROFITS. Vanguard access persons are
          prohibited  from  profiting  in the  purchase  and  sale,  or sale and
          purchase, of the same (or related) securities within 60 calendar days.
          In the event that an access person realizes profits on

<PAGE>

          such short-term trades, the access person must relinquish such profits
          to The Vanguard Group Foundation.

     c)   BLACKOUT RESTRICTIONS FOR ACCESS PERSONS.  All Vanguard access persons
are subject to the  following  restrictions  when their  purchases  and sales of
securities coincide with trades by the Vanguard funds:

     1)   PURCHASES AND SALES WITHIN THREE DAYS FOLLOWING A FUND TRADE. Vanguard
          access persons are prohibited  from purchasing or selling any security
          within  three  calendar  days after a Vanguard  fund has traded in the
          same (or a related) security. In the event that an access person makes
          a prohibited  purchase or sale within the three-day period, the access
          person must unwind the  transaction  and  relinquish any gain from the
          transaction to The Vanguard Group Foundation.

     2)   PURCHASES WITHIN SEVEN DAYS BEFORE A FUND PURCHASE.  A Vanguard access
          person who  purchases a security  within seven  calendar days before a
          Vanguard fund purchases the same (or a related) security is prohibited
          from  selling the security  for a period of six months  following  the
          fund's  trade.  In the event that an access  person makes a prohibited
          sale within the six-month period, the access person must relinquish to
          The Vanguard Group Foundation any gain from the transaction.

     3)   SALES WITHIN SEVEN DAYS BEFORE A FUND SALE. A Vanguard  access  person
          who sells a security  within  seven days before a Vanguard  fund sells
          the same (or a related) security must relinquish to The Vanguard Group
          Foundation the difference  between the access  person's sale price and
          the Vanguard  fund's sale price  (assuming  the access  person's  sale
          price is higher).

     4)   RESTRICTIONS  NOT  APPLICABLE TO TRADES BY VANGUARD  INDEX FUNDS.  The
          restrictions of this section 7c do not apply to purchases and sales of
          securities by Vanguard  access persons which would  otherwise  violate
          section 7c solely because the transactions coincide with trades by any
          Vanguard index funds.

SECTION 8:  ADDITIONAL TRADING RESTRICTIONS FOR INSTITUTIONAL CLIENT CONTACTS

<PAGE>

     a)   APPLICATION.  The restrictions of this section 8 apply to all Vanguard
Institutional  client  contacts.   For  purposes  of  the  Code  of  Ethics,  an
"Institutional  client  contact"  includes any Vanguard  employee who works in a
department or unit at Vanguard that has  significant  levels of  interaction  or
dealings with the  management of clients of  Vanguard's  Institutional  Investor
Group.  The Vanguard  Compliance  Department will notify Vanguard  employees who
qualify as Institutional client contacts of the restrictions of this Section 8.

     b)   PROHIBITION ON TRADING  SECURITIES OF  INSTITUTIONAL CLIENTS. Vanguard
Institutional client contacts are prohibited from acquiring securities issued by
clients of the Vanguard  Institutional  Investor Group (including any options or
futures  contracts based on such  securities).  In the event that any individual
who  becomes  subject to this  prohibition  already  owns  securities  issued by
Institutional clients, the individual will be prohibited from disposing of those
securities without prior approval from the Vanguard Compliance  Department.  The
restrictions of this section 8 apply to all transactions in which  Institutional
client contacts have acquired or would acquire beneficial ownership (see section
6a) of a security,  including  transactions by a spouse or minor child. However,
the  restrictions  do not apply to  transactions  in any  account  over which an
individual  does not possess any direct or indirect  control or  influence.  The
Vanguard Compliance Department will maintain a list of the Institutional clients
to which the  prohibitions  of this  section 8 apply.  The  Vanguard  Compliance
Department may waive the  prohibition on acquiring  securities of  Institutional
clients  in  appropriate  cases  (including,  for  example,  cases  in  which an
individual  acquires  securities  as  part  of  an  inheritance  or  through  an
employer-sponsored employee benefits or compensation program).

SECTION 9:  COMPLIANCE PROCEDURES

     a)   APPLICATION. The  requirements of this section 9 apply to all Vanguard
personnel other than disinterested  Directors and Trustees (see section 7a). The
requirements apply to all transactions in which Vanguard personnel have acquired
or would acquire beneficial ownership (see section 6a) of a security,  including
transactions by a spouse or minor child.  However, the requirements do not apply
to  transactions  involving:  (i) direct  obligations  of the  Government of the
United States; (ii) high quality short-term debt instruments, including bankers'
acceptances,  bank  certificates of deposit,  commercial  paper,  and repurchase
agreements;  and  (iii)  shares  of  registered  open-end  investment  companies
(including  shares of any Vanguard fund). In addition,  the  requirements do not
apply to securities acquired for accounts over which the person has no direct or
indirect control or influence.

<PAGE>

     b)   DISCLOSURE OF PERSONAL HOLDINGS. All Vanguard  personnel must disclose
their personal securities  holdings to the Vanguard  Compliance  Department upon
commencement of employment with Vanguard.  These  disclosures  must identify the
title,  number of shares,  and  principal  amount with respect to each  security
holding.

     c)   RECORDS OF SECURITIES TRANSACTIONS. All Vanguard personnel must notify
the  Vanguard  Compliance  Department  if they  have  opened or intend to open a
brokerage  account.  Vanguard  personnel must direct their brokers to supply the
Vanguard Compliance Department with duplicate  confirmation  statements of their
securities  transactions  and  copies  of  all  periodic  statements  for  their
brokerage accounts.

     d)   CERTIFICATION  OF  COMPLIANCE.  All  Vanguard  personnel  must certify
annually to the  Vanguard  Compliance  Department  that:  (i) they have read and
understand this Code of Ethics; (ii) they have complied with all requirements of
the Code of Ethics;  and (3) they have reported all transactions  required to be
reported under the Code of Ethics.

SECTION 10:  REQUIRED REPORTS BY DISINTERESTED DIRECTORS AND TRUSTEES

Disinterested  Directors  and  Trustees  (see section 7a) are required to report
their  securities  transactions  to the Vanguard  Compliance  Department only in
cases where the  Director or Trustee knew or should have known during the 15-day
period  immediately  preceding or following the date of the transaction that the
security had been  purchased or sold,  or was being  considered  for purchase or
sale, by a Vanguard fund.

SECTION 11: APPLICATION TO INVESTMENT ADVISERS

     a)   ADOPTION OF CODE OF ETHICS. Each investment adviser to a Vanguard fund
must  adopt a code of  ethics in  compliance  with Rule  17j-1 and  provide  the
Vanguard  Compliance  Department  with a copy  of the  code  of  ethics  and any
subsequent amendments.  Each investment adviser is responsible for enforcing its
code of ethics and reporting to the Vanguard  Compliance  Department on a timely
basis any violations of the code of ethics and resulting sanctions.

<PAGE>

     b)   PREPARATION OF ANNUAL  REPORTS.  Each investment adviser to a Vanguard
fund must prepare an annual report on its code of ethics for review by the Board
of Trustees of the Vanguard fund. This report must contain the following:

     1)   a description of any issues arising under the adviser's code of ethics
          including, but not limited to, information about any violations of the
          code,  sanctions imposed in response to such violations,  changes made
          to the code's provisions or procedures, and any recommended changes to
          the code; and

     2)   a  certification   that  the  investment   adviser  has  adopted  such
          procedures as are reasonably  necessary to prevent access persons from
          violating the code of ethics.

SECTION 12:  REVIEW BY BOARDS OF DIRECTORS AND TRUSTEES

     a)   REVIEW OF INVESTMENT ADVISERS'  CODE OF ETHICS. Prior to retaining the
services of any investment adviser for a Vanguard fund, the Board of Trustees of
the  Vanguard  fund must  review the code of ethics  adopted  by the  investment
adviser  pursuant to Rule 17j-1 under the  Investment  Company Act of 1940.  The
Board of Trustees must receive a certification  from the investment adviser that
the adviser has adopted such  procedures as are reasonably  necessary to prevent
access persons from  violating the adviser's  code of ethics.  A majority of the
Trustees  of the  Vanguard  fund,  including  a  majority  of the  disinterested
Trustees  of the Fund,  must  determine  whether  the  adviser's  code of ethics
contains such  provisions as are reasonably  necessary to prevent access persons
from  engaging  in any act,  practice,  or course of conduct  prohibited  by the
anti-fraud provisions of Rule 17j-1.

     b)   REVIEW OF VANGUARD ANNUAL REPORTS. The Vanguard Compliance  Department
must prepare an annual  report on this Code of Ethics for review by the Board of
Directors  of Vanguard  and the Boards of Trustees of the  Vanguard  funds.  The
report must contain the following:

     1)   a  description  of issues  arising  under the Code of Ethics since the
          last  report  including,  but not limited  to,  information  about any
          violations  of  the  Code,  sanctions  imposed  in  response  to  such
          violations,  changes made to the Code's provisions or procedures,  and
          any recommended changes to the Code; and

<PAGE>

     2)   a certification that Vanguard and the Vanguard Funds have adopted such
          procedures as are reasonably  necessary to prevent access persons from
          violating the Code of Ethics.

SECTION 13:  SANCTIONS

In the event of any violation of this Code of Ethics, Vanguard senior management
will  impose  such  sanctions  as deemed  necessary  and  appropriate  under the
circumstances  and in the best interests of Vanguard fund  shareholders.  In the
case of any  violations  by Vanguard  employees,  the range of  sanctions  could
include a letter of censure,  suspension of employment without pay, or permanent
termination of employment.

SECTION 14:  RETENTION OF RECORDS

Vanguard must maintain all records required by Rule 17j-1 including:  (i) copies
of this Code of Ethics and the codes of ethics of all investment advisers to the
Vanguard  funds;  (ii)  records  of any  violations  of the codes of ethics  and
actions taken as a result of the violations;  (iii) copies of all certifications
made by Vanguard  personnel  pursuant to section 9d; (iv) lists of all  Vanguard
personnel  who are,  or within the past five years  have  been,  access  persons
subject  to the  trading  restrictions  of  section 8 and lists of the  Vanguard
compliance  personnel  responsible for monitoring  compliance with those trading
restrictions;  and (v) copies of the annual  reports to the Boards of  Directors
and Trustees pursuant to section 12.


<PAGE>
                         FRANKLIN PORTFOLIO ASSOCIATES

CORPORATE POLICIES & PROCEDURES MANUAL

- --------------------------------------------------------------------------------
Chapter                                                   Document Number
  CORPORATE OBJECTIVES AND STANDARDS                        CPP-102-1
- --------------------------------------------------------------------------------
Section                                                   Revised Date
  CODE OF CONDUCT                                           12/8/95
- --------------------------------------------------------------------------------
Subject                                                   Page Number
  Introduction and Responsibilities                         1 of 3
- --------------------------------------------------------------------------------
Issuing Department
  Legal Affairs
- --------------------------------------------------------------------------------

INTRODUCTION:

Today's financial services  marketplace is filled with a host of new challenges,
changes and opportunities. Amidst these changes, one constant guides Mellon Bank
Corporation  and will  continue to be central to all that we do: the mandate for
integrity.

Only by conducting  ourselves  and our business in  accordance  with the highest
standards  of legal,  ethical and moral  integrity  can we achieve our vision of
excellence and our goals for the future.

This  Code of  Conduct  will  familiarize  you with the  general  guidelines  of
professional  conduct  expected  from  associates  in  their  interactions  with
customers,  prospective customers,  competitors,  suppliers,  the communities we
serve,  and one another.  As Mellon  associates,  we can settle for nothing less
than full adherence to the Code.

Please  read the Code  carefully  and retain it for your  records.  From time to
time, you may be asked to certify in writing that you have followed the Code, so
be sure you understand it. Appropriate  officers should  periodically  reinforce
the  importance  of the Code to their  associates,  pointing out  provisions  of
particular relevance.

The penalty for violating any provision of this Code may be disciplinary  action
up to and  including  dismissal.  In addition,  all  violations of criminal laws
applicable to Mellon's business will be reported to the appropriate  authorities
for prosecution.

Certain topics addressed in this Code of Conduct are addressed in greater detail
in Mellon's  Confidential  Information and Securities Trading Policies (CPP-903,
1-5).   These  topics  include  the  treatment  of   confidential   information,
restrictions on securities trading by associates and the "Chinese Wall" policy.

If you have any questions  about this Code, ask your  supervisor or consult with
Legal  Affairs.  If you suspect a violation of the Code of Conduct,  contact the
General Counsel or Chief Compliance Officer.

All communications will be handled in a confidential manner.

Terms frequently used in the Code are defined as follows:

o appropriate  officer - head of the affected group,  department or subsidiary
o approval - formal  written  consent
o employee - any  employee of Mellon Bank Corporation or any of its subsidiaries
o Bank - any  bank  or  savings  and  loan  association  subsidiary,  direct  or
  indirect,  of  Mellon  Bank  Corporation
o Chief Compliance Officer - Chief Compliance Officer of Mellon Bank Corporation
o Confidential   Information  and  Securities   Trading  Policy  -  Mellon  Bank
  Corporation's   Confidential  Information  and  Securities  Trading   Policies
  (CPP-903)
o Corporation - Mellon Bank Corporation
o General Counsel - General Counsel of Mellon Bank Corporation
o Mellon - Mellon Bank Corporation and all its subsidiaries and affiliates

<PAGE>

YOUR RESPONSIBILITIES:

As an associate,  your personal conduct should reflect the highest  professional
standards of behavior. You are obliged to monitor your personal and professional
affairs  so as not to  discredit  yourself  or  Mellon.  Your  behavior  at work
reflects Mellon's ethics, so you are expected to:

o obey all laws and regulations that apply to Mellon's business
o avoid  activities  that  could  create  conflicts  of  interest  or  even  the
  appearance   of   conflicts  of  interest   with  Mellon; and
o respect the  confidentiality  of Mellon  business  information and information
  about those with whom Mellon has business relationships.

Details of the above  obligations are presented in the remainder of this Code of
Conduct. Remember, these standards and examples serve as guidelines.

Mellon has established the Questionable  Activities Hotline (800-234-MELN,  Ext.
4-8477) so  associates  may call to report  suspected  violations of the Code or
criminal activity involving Mellon. Calls may be made anonymously.

<PAGE>

                                                          [OBJECT OMITTED]
- --------------------------------------------------------------------------------
Chapter                                                   Document Number
  LEGAL AND REGULATORY                                      CPP-903-1
- --------------------------------------------------------------------------------
Section                                                   Revised Date
  CONFIDENTIAL INFORMATION AND SECURITIES TRADING           10/2/95
- --------------------------------------------------------------------------------
Subject                                                   Page Number
  Introduction and Definitions                              1 of 7
- --------------------------------------------------------------------------------
Issuing Department
  Legal Affairs
- --------------------------------------------------------------------------------

INTRODUCTION :

Mellon  Bank  Corporation  ("Mellon")  and its  associates,  and the  registered
investment companies for which The Dreyfus Corporation ("Dreyfus") and/or Mellon
serves as  investment  adviser,  sub-investment  adviser or  administrator,  are
subject  to  certain  laws and  regulations  governing  the use of  confidential
information  and personal  securities  trading.  Mellon has developed  Corporate
Policies CPP-903,  1-5, to establish  specific  standards to promote  compliance
with applicable  laws.  Further,  the Policies are intended to protect  Mellon's
business  secrets and  proprietary  information as well as that of its customers
and any entity for which it acts in a fiduciary capacity.

Corporate  Policies  CPP-903,  1-5, set forth  procedures and limitations  which
govern the  personal  securities  transactions  of every  Mellon  associate  and
certain other individuals  associated with the registered  investment  companies
for which Dreyfus  and/or Mellon  serves as investment  adviser,  sub-investment
adviser or  administrator.  The  Policies  are  designed to  reinforce  Mellon's
reputation  for integrity by avoiding even the  appearance of impropriety in the
conduct of Mellon's business.

Associates  should be aware  that  they may be held  personally  liable  for any
improper or illegal acts committed  during the course of their  employment,  and
that "ignorance of the law" is not a defense. Associates may be subject to civil
penalties such as fines, regulatory sanctions including suspensions,  as well as
criminal penalties.

Associates  outside the United  States are also  subject to  applicable  laws of
foreign  jurisdictions,  which may differ  substantially from U.S. law and which
may subject such  associates to additional  requirements.  Such  associates must
comply with applicable  requirements  of pertinent  foreign laws as well as with
the provisions of the Corporate  Policies.  To the extent any particular portion
of the Policies are inconsistent with foreign law, associates should consult the
General Counsel or the Manager of Corporate Compliance.

Any provision of the Policies may be waived or exempted at the discretion of the
Manager of Corporate Compliance.  Any such waiver or exemption will be evidenced
in writing and maintained in the Risk Management and Compliance Department.

Associates  must read the Policies and must comply with them.  Failure to comply
with the  provisions  of the  Policies may result in the  imposition  of serious
sanctions,  including  but not limited to  disgorgement  of profits,  dismissal,
substantial personal liability and referral to law enforcement agencies or other
regulatory agencies.  Associates should retain the Policies in their records for
future reference. Any questions regarding the Policies should be referred to the
Manager of Corporate Compliance or his/her designee.

DEFINITIONS:

Terms frequently used in the Policies are defined as follows:

Approval - written consent or written notice of nonobjection.
Associate - any  employee of Mellon Bank  Corporation  or its direct or indirect
  subsidiaries; does not include outside consultants or temporary help.
Beneficial  Ownership -  securities  owned of record or held in the  associate's
  name are generally considered to be beneficially owned by the associate.

Securities  held in the name of any other  person are deemed to be  beneficially
owned  by  the   associate  if  by  reason  of  any   contract,   understanding,
relationship,  agreement or other  arrangement,  the associate obtains therefrom
benefits substantially equivalent to those of ownership,  including the power to
vote, or to direct the disposition  of, such  securities.  Beneficial  ownership
includes  securities held by others for the associate's  benefit  (regardless of
record  ownership),  e.g.  securities  held for the  associate or members of the
associate's  immediate family,  defined below, by agents,  custodians,  brokers,
trustees, executors or other administrators;  securities owned by the associate,
but which have not been  transferred  into the associate's  name on the books of
the company;  securities which the associate has pledged; or securities owned by
a  corporation  that  should be  regarded as the  associate's  personal  holding
corporation.  As a natural  person,  beneficial  ownership  is deemed to include
securities  held in the name or for the  benefit  of the  associate's  immediate
family,  which includes the associate's  spouse,  the associate's minor children
and  stepchildren  and  the  associate's  relatives  or  the  relatives  of  the
associate's  spouse who are  sharing the  associate's  home,  unless  because of
countervailing   circumstances,   the   associate   does  not   enjoy   benefits
substantially   equivalent  to  those  of  ownership.   Benefits   substantially
equivalent to ownership include, for example,  application of the income derived
from such  securities  to maintain a common  home,  meeting  expenses  that such
person  otherwise  would meet from other sources,  and the ability to exercise a
controlling influence over the purchase,  sale or voting of such securities.  An
associate is also deemed the beneficial  owner of securities held in the name of
some other  person,  even  though the  associate  does not  obtain  benefits  of
ownership,  if the  associate can vest or revest title in himself at once, or at
some future time.

In addition,  a person will be deemed the  beneficial  owner of a security if he
has the right to  acquire  beneficial  ownership  of such  security  at any time
(within 60 days) including but not limited to any right to acquire:  (1) through
the exercise of any option,  warrant or right;  (2) through the  conversion of a
security;  or (3)  pursuant  to the  power to  revoke a trust,  nondiscretionary
account or similar arrangement.

With respect to  ownership of  securities  held in trust,  beneficial  ownership
includes  ownership of  securities  as a trustee in  instances  where either the
associate  as trustee or a member of the  associate's  "immediate  family" has a
vested  interest  in the income or corpus of the  trust,  the  ownership  by the
associate  of a vested  beneficial  interest in the trust and the  ownership  of
securities as a settlor of a trust in which the associate as the settlor has the
power to revoke the trust without  obtaining  the consent of the  beneficiaries.
Certain exemptions to these trust beneficial ownership rules exist, including an
exemption for instances where  beneficial  ownership is imposed solely by reason
of the associate  being settlor or beneficiary  of the securities  held in trust
and the ownership,  acquisition  and disposition of such securities by the trust
is made  without  the  associate's  prior  approval  as settlor or  beneficiary.
"Immediate  family" of an  associate  as trustee  means the  associate's  son or
daughter  (including any legally adopted  children) or any descendant of either,
the associate's stepson or stepdaughter, the associate's father or mother or any
ancestor of either, the associate's stepfather or stepmother and his spouse.

To the extent that  stockholders  of a company  use it as a personal  trading or
investment   medium  and  the  company  has  no  other   substantial   business,
stockholders  are  regarded  as  beneficial  owners,  to  the  extent  of  their
respective interests, of the stock thus invested or traded in. A general partner
in a partnership  is considered  to have  indirect  beneficial  ownership in the
securities held by the partnership to the extent of his pro rata interest in the
partnership.  Indirect beneficial ownership is not, however, considered to exist
solely by reason of an indirect  interest in  portfolio  securities  held by any
holding company registered under the Public Utility Holding Company Act of 1935,
a pension or retirement  plan holding  securities  of an issuer whose  employees
generally  are  beneficiaries  of the plan and a  business  trust  with  over 25
beneficiaries.

Any person who, directly or indirectly, creates or uses a trust, proxy, power of
attorney, pooling arrangement or any other contract,  arrangement or device with
the purpose or effect of divesting  such person of beneficial  ownership as part
of a plan or  scheme  to evade  the  reporting  requirements  of the  Securities
Exchange Act of 1934 shall be deemed the beneficial owner of such security.

The final  determination of beneficial  ownership is a question to be determined
in light of the  facts of a  particular  case.  Thus,  while the  associate  may
include  security  holdings of other  members of his family,  the  associate may
nonetheless disclaim beneficial ownership of such securities.

"Chinese Wall" Policy - procedures  designed to restrict the flow of information
within  Mellon  from units or  individuals  who are  likely to receive  material
nonpublic information to units or individuals who trade in securities or provide
investment advice. See CPP-903-2, Confidential Information and the Chinese Wall,
for more information.

Corporation - Mellon Bank Corporation.
Dreyfus - The Dreyfus Corporation and its subsidiaries.
Dreyfus  Associate  -  any  employee  of  Dreyfus;   does  not  include  outside
  consultants or temporary help.
Exempt Securities - Exempt Securities are defined as:
o securities issued or guaranteed by the United States government or agencies or
  instrumentalities;
o bankers' acceptances;
o bank certificates of deposit and time deposits;
o commercial paper;
o repurchase agreements; and
o securities issued by open-end investment companies.
General  Counsel - General  Counsel of Mellon Bank  Corporation or any person to
  whom relevant authority is delegated by the General Counsel.
Index Fund - an investment  company which seeks to mirror the performance of the
  general market by investing in the same stocks (and in the same proportion) as
  a broad-based market index.
Initial Public Offering (IPO) - the first offering of a company's  securities to
  the public.

DEFINITIONS:

Investment  Company  - a  company  that  issues  securities  that  represent  an
  undivided  interest in the net assets  held by the company.  Mutual  funds are
  investment companies that issue and sell redeemable securities representing an
  undivided interest in the net assets of the company.
Manager of Corporate  Compliance - the associate  within the Risk Management and
  Compliance  Department  of  Mellon Bank Corporation  who  is  responsible  for
  administering the Confidential Information and Securities  Trading  Policy, or
  any person to whom relevant authority is delegated by the Manager of Corporate
  Compliance.
Mellon  -  Mellon  Bank   Corporation   and  all  of  its  direct  and  indirect
  subsidiaries.
Naked Option - an option sold by the investor which obligates him or her to sell
  a security which he or she does not own.
Nondiscretionary  Trading Account - an account over which the associated  person
  has no direct or indirect control over the investment decision-making process.
Option - a security which gives the investor the right but not the obligation to
  buy or sell a specific security at a specified price within a specified time.
Preclearance  Compliance  Officer  - a  person  designated  by  the  Manager  of
  Corporate  Compliance,  to   administer,   among  other  things,   associates'
  preclearance request for a specific business unit.
Private  Placement - an offering of securities that is exempt from  registration
  under the Securities  Act of 1933  because  it does  not  constitute  a public
  offering.
Senior  Management  Committee - the Senior  Management  Committee of Mellon Bank
  Corporation.
Short Sale - the sale of a security that is not owned by the seller at the  time
  of the trade.

<PAGE>


<TABLE>
<CAPTION>                                                 [OBJECT OMITTED]
- --------------------------------------------------------------------------------
<S>                                                            <C>
Chapter                                                   Document Number
  LEGAL AND REGULATORY                                      CPP-903-3
- --------------------------------------------------------------------------------
Section                                                   Revised Date
  CONFIDENTIAL INFORMATION AND SECURITIES TRADING           6/14/99
- --------------------------------------------------------------------------------
Subject                                                   Page Number
  Security Transactions by Employees                        1 of 6
- --------------------------------------------------------------------------------
Issuing Department
  Legal
- --------------------------------------------------------------------------------
</TABLE>

POLICY:
Employees who engage in transactions involving Mellon securities should be aware
of their unique  responsibilities with respect to such transactions arising from
the  employment  relationship  and should be sensitive to even the appearance of
impropriety.

Purchases or sales by an employee of the securities of issuers with which Mellon
does business,  or other third party  issuers,  could result in liability on the
part of such employee.  Employees  should be sensitive to even the appearance of
impropriety in connection with their personal securities transactions. Employees
should refer to the provisions under  "Beneficial  Ownership"  below,  which are
equally applicable to the restrictions on transactions in other securities.

The Mellon Code of Conduct  contains  certain  restrictions  on  investments  in
parties  that do business  with  Mellon.  Employees  should refer to the Code of
Conduct and comply with such  restrictions in addition to the  restrictions  and
reporting requirements set forth below.
MELLON

SECURITIES:  The following  restrictions  apply to all  transactions in Mellon's
publicly  traded  securities  occurring in the employee's own account and in all
other accounts over which the employee  could be expected to exercise  influence
or control (see provisions under "Beneficial  Ownership" below for more complete
discussion  of  the  accounts  to  which  these   restrictions   apply).   These
restrictions  are to be followed in addition to any  restrictions  that apply to
particular  officers or directors (such as restrictions  under Section 16 of the
Securities Exchange Act of 1934).

Short Sales - Short sales of Mellon securities by employees are prohibited.
Short Term Trading - Purchasing and selling,  or selling and purchasing the same
  (equivalent) Mellon securities within 60 days is prohibited. For  purposes  of
  the 60-day holding period, securities will be equivalent if one is convertible
  into the other, if one entails  a right  to purchase  or sell the other, or if
  the value of one is  expressly  dependent  on the  value of the  other  (e.g.,
  derivative securities).

In cases of extreme  hardship,  employees  (other  than senior  management)  may
obtain permission to dispose of Mellon securities acquired within 60 days of the
proposed  transaction,  provided the transaction is pre-cleared with the Manager
of Corporate  Compliance and any profits earned are disgorged in accordance with
procedures established by senior management. The Manager of Corporate Compliance
reserves the right to suspend the 60-day holding period restriction in the event
of severe market disruption.

Margin   Transactions  -  Purchasing  on  margin  of  Mellon's  publicly  traded
  securities by employees is prohibited. Margining Mellon securities in connect-
  ion with a  cashless exercise of  an employee  stock option  through the Human
  Resources  Department is exempt from this restriction. Further, Mellon securi-
  ties may be used to collateralize loans or the acquisition of securities other
  than those issued by Mellon.
Option  Transactions - Option  transactions  involving  Mellon's publicly traded
  securities are prohibited.Transactions under Mellon's Long-Term Incentive Plan
  or other employee option plans are exempt from this restriction.
Major Mellon Events - Employees  who have  knowledge of major Mellon events that
  have not yet been announced are  prohibited  from buying and selling  Mellon's
  publicly  traded  securities before such  public  announcements,  even  if the
  employee  believes  the  event  does   not   constitute   material   nonpublic
  information.
Mellon  Blackout  Period -  Employees  are  prohibited  from  buying or  selling
  Mellon's publicly traded securities during a blackout period, which begins the
  16th  day of the last  month of each  calendar quarter and ends three business
  days after Mellon publicly announces the financial results for  that  quarter.
  In cases of extreme hardship, employees (other  than  senior  management)  may
  request permission  from the  Manager of Corporate Compliance  to  dispose  of
  Mellon securities during the blackout period.

PLAN:  For  purposes of the blackout  period and the  short-term  trading  rule,
changing the investment in Mellon Common Stock  accumulated  pre-tax  balance in
the Mellon  401(k) plan will be treated as a purchase  or sale of Mellon  Stock.
This means:

o Employees are  prohibited  from  increasing or  decreasing  their  accumulated
  pre-tax balance in Mellon Common Stock during the blackout period.
o Employees are prohibited from increasing their accumulated  pre-tax balance in
  Mellon Common Stock and then decreasing it within 60 days.
o Employees are prohibited from decreasing their accumulated  pre-tax balance in
  Mellon Common Stock and then  increasing it within 60 days.  However,  changes
  to investments in Mellon Common  Stock in the 401(k) plan will not be compared
  to transactions in Mellon  securities  outside the  401(k) for purposes of the
  60-day rule (Note: This does not apply to members of the Executive  Management
  Group, who should consult with the Legal Department.)

Except for the above there are no other  restrictions  applicable  to the 401(k)
plan. This means, for example:

o Insider  Risk and  Investment  Employees  are not  required to  pre-clear  any
  elections or changes made in their 401(k) account.
o There  is  no  restriction   on  employees'  changing  their  salary  deferral
  contribution  percentages with  regard to either the  blackout  period or  the
  60-day rule.
o The regular salary deferral  contribution to Mellon Common Stock in the 401(k)
  that takes place  with  each pay will not be  considered  a  purchase  for the
  purposes of either the blackout or the 60-day rule.

BENEFICIAL
OWNERSHIP:

The provisions  discussed above apply to transactions in the employee's own name
and to all other  accounts over which the employee could be expected to exercise
influence or control, including:

o accounts of a spouse,  minor children or relatives to whom substantial support
  is contributed;
o accounts of any other member of the  employee's  household  (e.g.,  a relative
  living in the same home);
o trust  accounts for which the employee acts as trustee or otherwise  exercises
  any type of guidance or influence;
o Corporate accounts controlled, directly or indirectly, by the employee;
o arrangements  similar  to trust  accounts that are  established  for bona fide
  financial purposes and benefit the employee; and
o any  other  account  for which  the  employee  is the  beneficial  owner  (see
  CPP-903-1, Introduction and  Definitions,  for a complete legal  definition of
  Beneficial Ownership).

OTHER
SECURITIES:

The following restrictions apply to all securities transactions by employees:

Credit or Advisory  Relationship - Employees may not buy or sell securities of a
  company if they are considering  granting,  renewing  or  denying  any  credit
  facility to that company or acting as an adviser to that company with  respect
  to its securities.  In  addition,  lending   employees   who   have   assigned
  responsibilities  in a  specific industry  group are not  permitted  to  trade
  securities in that industry.  This prohibition does  not apply to transactions
  in securities issued by open-end investment companies.
Customer  Transactions - Trading for customers and Mellon accounts should always
  take  precedence  over  employees'  transactions  for  their  own  or  related
  accounts.

OTHER
SECURITIES:

Front  Running -  Employees  may not  engage in "front  running,"  that is,  the
  purchase or sale of securities  for their own  accounts  on the basis of their
  knowledge of Mellon's trading positions or plans.
Initial  Public  Offerings - Mellon  prohibits its employees  from acquiring any
  securities in an initial public offering ("IPO").
Margin  Transactions - Margin trading is a highly leveraged and relatively risky
  method of investing that can create particular problems for financial services
  employees. For this reason, all employees are urged to avoid margin trading.

Prior to  establishing  a margin  account,  the employee must obtain the written
permission of the Manager of Corporate Compliance.  Any employee having a margin
account prior to the effective date of these Policies must notify the Manager of
Corporate Compliance of the existence of such account.

All employees having margin accounts, other than described below, must designate
the Manager of Corporate  Compliance  as an  interested  party on that  account.
Employees must ensure that the Manager of Corporate Compliance promptly receives
copies  of all  trade  confirmations  and  statements  relating  to the  account
directly from the broker.  If requested by a brokerage firm,  please contact the
Manager of Corporate  Compliance to obtain a letter (sometimes  referred to as a
"407  letter")  granting   permission  to  maintain  a  margin  account.   Trade
confirmations and statements are not required on margin accounts  established at
Dreyfus  Investment  Services  Corporation  for the  sole  purpose  of  cashless
exercises of employee stock options.  In addition,  products may be offered by a
broker/dealer  that,  because of their  characteristics,  are considered  margin
accounts but have been  determined by the Manager of Corporate  Compliance to be
outside  the scope of these  Policies  (e.g.,  a Cash  Management  Account  that
provides  overdraft  protection for the customer).  Any questions  regarding the
establishment,  use and reporting of margin  accounts  should be directed to the
Manager of Corporate Compliance (Refer to Exhibits B1 and B2 in the Confidential
Information  and  Securities  Trading  Policy  booklet  for  an  example  of  an
instruction letter to a broker).

OTHER
SECURITIES:

Material  Nonpublic   Information  -  Employees  possessing  material  nonpublic
  information regarding any issuer of securities must refrain from purchasing or
  selling securities of that issuer until the information  becomes public or  is
  no longer considered material.
Naked  Options,  Excessive  Trading  - Mellon  discourages  all  employees  from
  engaging in short-term or speculative trading,  in trading naked  options,  in
  trading that could be deemed excessive or in trading that could interfere with
  an employee's job responsibilities.
Private  Placements - Employees are prohibited  from acquiring any security in a
  private  placement unless  they obtain  the  prior  written  approval  of  the
  Pre-clearance  Compliance Officer (applicable only to Investment  Employees as
  defined  in  PP-903-4, Classification  of  Employees),  Manager  of  Corporate
  Compliance and the employee's department  head.  Approval must be given by all
  appropriate  aforementioned  persons for  the  acquisition  to  be  considered
  approved. After receipt  of  the  necessary  approvals  and  the  acquisition,
  employees are required to disclose that  investment when  they  participate in
  any subsequent consideration  of an  investment  in the issuer  for an advised
  account. Final decision to acquire such securities for an advised account will
  be subject to independent review.
Scalping - Employees may not engage in "scalping," that is, the purchase or sale
  of securities for their own or Mellon's  accounts on the basis of knowledge of
  customers' trading positions  or  plans  or  Mellon's  forthcoming  investment
  recommendations.
Short-Term  Trading - Employees are discouraged from purchasing and selling,  or
  from selling and  purchasing, the same (or  equivalent)  securities  within 60
  calendar  days. With  respect   to  Investment  Employees only as  defined  in
  CPP-903-4 (Classification of Employees), any profits realized on  such  short-
  term trades must be disgorged in accordance with  procedures   established  by
  senior management.

<PAGE>
                                                          [OBJECT OMITTED]
- --------------------------------------------------------------------------------
Chapter                                                   Document Number
  LEGAL AND REGULATORY                                      CPP-903-4 (A)
- --------------------------------------------------------------------------------
Section                                                   Revised Date
  CONFIDENTIAL INFORMATION AND SECURITIES TRADING           10/2/95
- --------------------------------------------------------------------------------
Subject                                                   Page Number
  Requirements Applicable to Insider Risk Associates Only   8 of 8
- --------------------------------------------------------------------------------
Issuing Department
  Legal Affairs
- --------------------------------------------------------------------------------

POLICY:

No Insider Risk Associate may engage in or recommend any securities  transaction
that places,  or appears to place,  his or her own interests  above those of any
customer to whom investment  services are rendered,  including  mutual funds and
managed accounts, or above the interests of Mellon.

EFFECTIVE
DATE:
The following restrictions will be effective upon adoption of Corporate Policies
CPP-903, 1-5. Securities of financial services  organizations  properly acquired
before the later of the effective date of these Policies or the date of hire may
be maintained or disposed of at the owner's discretion.

Additional  securities of a financial services organization acquired through the
reinvestment  of the  dividends  paid by such  financial  services  organization
through  a  dividend  reinvestment  program  (DRIP)  are  not  subject  to  this
prohibition,  provided  your  election to  participate  in the DRIP predates the
later of the  effective  date of these  Policies or date of hire.  Optional cash
purchases through a DRIP are subject to this prohibition.

Within 30 days of the later of the effective  date of these  Policies or date of
becoming  subject to this  prohibition,  all holdings of securities of financial
services  organizations must be disclosed in writing to the Manager of Corporate
Compliance. Periodically, you will be asked to file an updated disclosure of all
your holdings of securities of financial services organizations.

DEFINITIONS:

Security Issued by a Financial Services Organization - any security issued by:

o                                           o
  *COMMERCIAL BANKS (OTHER THAN MELLON)       BANK HOLDING COMPANIES (OTHER THAN
                                              MELLON)

o                                           o
  *THRIFTS                                    SAVINGS AND LOAN ASSOCIATIONS

o                                           o
  *INSURANCE COMPANIES                        BROKER/DEALERS

o                                           o
  *INVESTMENT ADVISORY COMPANIES              TRANSFER AGENTS

o                                           o
  *SHAREHOLDER SERVICING COMPANIES            OTHER DEPOSITORY INSTITUTIONS


DEFINITIONS:

The term  "securities  issued by a  financial  services  organization"  does not
include  securities  issued by mutual  funds,  variable  annuities  or insurance
policies.  Further, for purposes of determining whether a company is a financial
services organization, subsidiaries and parent companies are treated as separate
issuers.

RESTRICTIONS:

You are prohibited  from acquiring any security  issued by a financial  services
organization if you are:

o a member of the Mellon  Senior  Management  Committee.  For  purposes  of this
  restriction only, this prohibition also applies to those members of the Mellon
  Senior Management Committee who are considered Investment Associates.
o employed in any of the  following  departments  of a Mellon  entity other than
  Dreyfus (see  CPP-903-1,  Introduction  and  Definitions,  for  definition  of
  "Dreyfus"):

o                                           o
 * STRATEGIC PLANNING                          FINANCE
o                                           o

 * INSTITUTIONAL BANKING                       LEGAL

o an associate  specifically  designated by the Manager of Corporate  Compliance
  and informed that this prohibition is applicable to you.

PRECLEARANCE
REQUIREMENT:

All Insider Risk Associates  must notify the Manager of Corporate  Compliance in
writing and receive preclearance before they engage in any purchase or sale of a
security.   Insider  Risk  Associates  should  refer  to  the  provisions  under
"Beneficial  Ownership" (See CPP-903-3),  which are equally  applicable to these
provisions.

Exemptions  from  Requirement to Preclear - Preclearance is not required for the
following transactions:

o    purchases or sales of Exempt Securities (see CPP-903-1,

Introduction and Definitions);

o purchases or sales of municipal bonds;
o purchases  or sales  effected in any account  over which an  associate  has no
  direct or indirect  control over the investment decision-making process (e.g.,
  nondiscretionary trading accounts). Nondiscretionary trading accounts may only
  be  maintained,  without  being  subject to  preclearance procedures, when the
  Manager of Corporate Compliance,  after a  thorough review, is  satisfied that
  the account is truly nondiscretionary;
o transactions  that  are  non-volitional  on the part of an associate  (such as
  stock dividends);
o the sale of stock  received upon the exercise of an associate  stock option if
  the sale is part of a "netting of shares" or "cashless  exercise" administered
  by the Human Resources Department (for which  the Human  Resources  Department
  will forward information to the Manager of Corporate Compliance);
o the automatic reinvestment of dividends under a DRIP (preclearance is required
  for optional cash purchases under a DRIP);
o purchases effected upon the exercise of rights issued by an issuer pro rata to
  all holders of a class of securities,  to the extent such rights were acquired
  from such issuer;
o sales of rights acquired from an issuer, as described above; and/or

PRECLEARANCE
REQUIREMENT:

o those situations where the Manager of Corporate Compliance  determines,  after
  taking into consideration the particular facts and  circumstances,  that prior
  approval is not necessary.

REQUESTS FOR
PRECLEARANCE:

All requests for preclearance for a securities transaction shall be submitted to
the Manager of Corporate  Compliance by completing a  Preclearance  Request Form
(refer to Exhibit C1 in the  Confidential  Information  and  Securities  Trading
Policy booklet).

The Manager of  Corporate  Compliance  will notify the  Insider  Risk  Associate
whether the request is approved  or denied,  without  disclosing  the reason for
such approval or denial.

Notifications  may be given in writing or verbally  by the Manager of  Corporate
Compliance to the Insider Risk Associate.  A record of such notification will be
maintained  by the Manager of  Corporate  Compliance.  However,  it shall be the
responsibility  of the Insider Risk  Associate to obtain a written record of the
Manager  of  Corporate  Compliance's   notification  within  24  hours  of  such
notification.  The Insider Risk  Associate  should retain a copy of this written
record.

As there could be many reasons for preclearance being granted or denied, Insider
Risk  Associates  should  not  infer  from the  preclearance  response  anything
regarding the security for which preclearance was requested.

Although  making a  preclearance  request  does not  obligate  an  Insider  Risk
Associate to do the transaction, it should be noted that:

o preclearance  authorization  will  expire at the end of the third business day
  after it is received (the day authorization is granted is considered the first
  business day);
o preclearance  requests  should not be made for a transaction  that the Insider
  Risk Associate does not intend to make; and
o Insider Risk Associates should not discuss with anyone else, inside or outside
  Mellon, the  response  they  received to a preclearance request. Every Insider
  Risk Associate  must  follow  these  procedures  or  risk  serious  sanctions,
  including dismissal.  If you have  any questions  about  these  procedures you
  should consult the Manager of Corporate Compliance.   Interpretive issues that
  arise under these  procedures  shall be decided  by,  and are  subject  to the
  discretion  of, the Manager of Corporate Compliance.

RESTRICTED
LIST:

The Manager of Corporate Compliance will maintain a list (the "Restricted List")
of companies  whose  securities are deemed  appropriate  for  implementation  of
trading restrictions for Insider Risk Associates. Restricted List(s) will not be
distributed outside of the Risk Management and Compliance Department.  From time
to time, such trading  restrictions may be appropriate to protect Mellon and its
Insider  Risk  Associates  from  potential  violations,  or  the  appearance  of
violations, of securities laws.

The inclusion of a company on the Restricted  List provides no indication of the
advisability  of an investment  in the company's  securities or the existence of
material nonpublic information on the company. Nevertheless, the contents of the
Restricted List will be treated as confidential information to avoid unwarranted
inferences.

To assist the Manager of Corporate Compliance in identifying  companies that may
be  appropriate  for inclusion on the Restricted  List, the department  heads of
sections in which Insider Risk  Associates  are employed will inform the Manager
of Corporate  Compliance  in writing of any  companies  they  believe  should be
included on the Restricted List, based upon facts known or readily  available to
such department heads. Although the reasons for inclusion on the Restricted List
may vary, they could typically include the following:

o Mellon is involved as a lender,  investor or adviser in a merger,  acquisition
  or financial restructuring involving the company;
o Mellon is involved as a selling  shareholder in a public  distribution  of the
  company's securities;
o Mellon  is  involved  as  an  agent  in  the  distribution  of  the  company's
  securities;
o Mellon has received material nonpublic information on the company;
o Mellon is considering  the exercise of significant  creditors'  rights against
  the company; or
o The  company is a Mellon  borrower  in Credit  Recovery.  Department  heads of
  sections in which Insider Risk Associates are employed  are  also  responsible
  for notifying the Manager of Corporate Compliance in  writing of any change in
  circumstances  making it  appropriate to remove a company from the  Restricted
  List.

REQUIRED
REPORTING:

The following reports must be filed for personal securities transactions:

o Brokerage  Accounts - All Insider  Risk  Associates  are  required to instruct
  their brokers to submit directly to the Manager of Corporate Compliance copies
  of all trade  confirmations and statements relating to their account (refer to
  Exhibit  B1 in  the Confidential Information  and  Securities  Trading  Policy
  booklet).
o Report of  Transactions  in Mellon  Securities - Insider Risk  Associates must
  also report in  writing to the  Manager  of  Corporate  Compliance  within ten
  calendar  days  whenever  they  purchase  or  sell  Mellon  securities if  the
  transaction was not through a brokerage  account as described above. Purchases
  and sales of Mellon securities include the following:
o DRIP  Optional  Cash  Purchases  - Optional  cash  purchases  under   Mellon's
  Dividend Reinvestment and Common Stock Purchase Plan (the "Mellon DRIP").
o Stock Options - The sale of stock  received upon the exercise of an  associate
  stock  option  unless  the sale is part of a "netting  of shares" or "cashless
  exercise"  administered by the Human Resources Department (for which the Human
  Resources  Department will forward  information  to the  Manager of  Corporate
  Compliance).

It should be noted that the reinvestment of dividends under the DRIP, changes in
elections  under  Mellon's  Retirement  Savings Plan, the receipt of stock under
Mellon's  Restricted  Stock  Award Plan and the  receipt or  exercise of options
under Mellon's  Long-Term Profit Incentive Plan are not considered  purchases or
sales for the purpose of this reporting  requirement  (refer to Exhibit A in the
Confidential Information and Securities Trading booklet).

CONFIDENTIAL
TREATMENT:

The Manager of Corporate  Compliance  will use his or her best efforts to assure
that all requests for preclearance,  all personal securities transaction reports
and  all  reports  of   securities   holdings  are  treated  as  "Personal   and
Confidential."  However,  such  documents  will be available  for  inspection by
appropriate  regulatory  agencies and by other parties within and outside Mellon
as are necessary to evaluate compliance with or sanctions under this Policy.


<PAGE>

                                                          [OBJECT OMITTED]
- --------------------------------------------------------------------------------
Chapter                                                   Document Number
  LEGAL AND REGULATORY                                      CPP-903-4 (B)
- --------------------------------------------------------------------------------
Section                                                   Revised Date
  CONFIDENTIAL INFORMATION AND SECURITIES TRADING           10/2/95
- --------------------------------------------------------------------------------
Subject                                                   Page Number
  Requirements Applicable to Investment Associates Only     9 of 9
- --------------------------------------------------------------------------------
Issuing Department
  Legal Affairs
- --------------------------------------------------------------------------------

POLICY:

Because of their particular responsibilities,  Investment Associates are subject
to different  preclearance  and personal  securities  reporting  requirements as
discussed below. No Investment Associate may recommend a securities  transaction
for a Mellon  customer to whom a fiduciary duty is owed, or for Mellon,  without
disclosing  any interest he or she has in such  securities or issuer (other than
an interest in publicly traded securities where the total investment is equal to
or less than $25,000), including:

o any direct or indirect beneficial ownership of any securities of such issuer;
o any contemplated transaction by the Investment Associate in such securities;
o any position with such issuer or its affiliates; and
o any  present or  proposed  business  relationship  between  such issuer or its
  affiliates  and the Investment Associate or any party in which the  Investment
  Associate has a beneficial ownership interest (see  "Beneficial  Ownership" in
  CPP-903-3).

RESTRICTIONS:

The following restrictions apply to all Investment Associates:

o Portfolio  Information  - No  Investment  Associate  may  divulge  the current
  portfolio positions, or current or anticipated portfolio transactions,programs
  or studies,  of Mellon or any Mellon  customer to anyone unless it is properly
  within his or her job responsibilities to do so.
o Material  Nonpublic  Information  - No  Investment  Associate may engage in or
  recommend  a  securities  transaction, for his or her own  benefit  or for the
  benefit of others,  including  Mellon or its customers, while in possession of
  material  nonpublic  information   regarding  such  securities.  No Investment
  Associate may communicate material nonpublic information to  others  unless it
  is properly within his or her job responsibilities to do so.
o Short-Term  Trading - Any  Investment  Associate who  purchases and sells,  or
  sells and  purchases,  the  same  (or   equivalent)   securities   within  any
  60-calendar-day  period is required to disgorge  all profits  realized on such
  transaction in accordance with procedures established  by  senior  management.
  For  this  purpose,  securities  will  be  deemed  to  be equivalent if one is
  convertible into the other, if one entails a right to  purchase  or  sell  the
  other, or if the value of one is expressly dependent on the value of the other
  (e.g.,  derivative securities).

In addition to the previous restrictions,  the following restrictions apply only
to Dreyfus  Associates and Associates of Mellon  Entities  Registered  Under The
Investment Advisers Act of 1940 (i.e.,"40 Act Associates"):

o Outside  Activities  - No  40  Act  associate  may  serve   on  the  board  of
  directors/trustees  or as a general  partner of  any publicly  traded  company
  (Other than Mellon) without the prior approval
o the Manager of Corporate Compliance.
o Gifts - All 40 Act associates are prohibited from accepting gifts from outside
  companies,  or their  representatives, with an exception for gifts of (1) a de
  minimis  value and (2) an occasional meal, a ticket to a sporting event or the
  theater,  or  comparable entertainment  for  the  40  Act  associate  and,  if
  appropriate, a guest, which is neither so frequent nor extensive  as to  raise
  any question of impropriety. A gift shall be  considered de minimis if it does
  not exceed  an  annual amount per person fixed periodically  by  the  National
  Association of Securities Dealers, which is currently $100 per person.
o Blackout  Period - 40 Act associates  will not be given clearance to execute a
  transaction in any security that is being  considered for purchase or  sale by
  an affiliated investment company, managed account or trust, for which  a pend-
  ing buy or sell order for such affiliated  account is  pending,  and  for  two
  business days  after  the  transaction  in such  security for such  affiliated
  account has been effected.  This  provision  does not  apply  to  transactions
  effected or contemplated by index funds.

In addition, portfolio managers for the investment companies are prohibited from
buying or selling a security  within seven  calendar  days before and after such
investment company trades in that security.  Any violation of the foregoing will
require the  violator  to  disgorge  all profit  realized  with  respect to such
transaction.

PRECLEARANCE
REQUIREMENT:

All Investment  Associates must notify the  Preclearance  Compliance  Officer in
writing and receive preclearance before they engage in any purchase or sale of a
security. Exemptions from Requirement to Preclear - Preclearance is not required
for the following transactions:

o purchases or sales of "Exempt Securities" (see CPP-903-1, Definitions);
o purchases  or sales  effected in any account  over which an  associate  has no
  direct or indirect control over the investment decision-making  process (i.e.,
  nondiscretionary trading accounts). Nondiscretionary trading accounts may only
  be  maintained, without  being subject to  preclearance  procedures,  when the
  Preclearance  Compliance  Officer, after  a thorough review, is satisfied that
  the account is truly nondiscretionary;
o transactions  which are  non-volitional  on the part of an associate  (such as
  stock dividends);
o the sale of stock  received upon the exercise of an associate  stock option if
  the sale is part of  a "netting of shares" or "cashless exercise" administered
  by the Human Resources  Department (for  which the Human Resources  Department
  will forward information to the manager of Corporate Compliance);
o purchases  which are part of an automatic  reinvestment  of dividends  under a
  DRIP (Preclearance is required for optional cash purchases under a DRIP);
o purchases effected upon the exercise of rights issued by an issuer pro rata to
  all holders of a class of securities, to the extent such rights were  acquired
  from such issuer;
o sales of rights acquired from an issuer,  as described  above;  and/or
o those situations where the Preclearance  Compliance Officer determines,  after
  taking into consideration the particular facts and  circumstances,  that prior
  approval is not necessary.

 REQUESTS FOR PRECLEARANCE:

All requests for preclearance for a securities transaction shall be submitted to
the Preclearance  Compliance  Officer by completing a Preclearance  Request Form
(refer to the Confidential Information and Securities Trading Policy booklet for
the following Exhibits:  Investment Associates other than Dreyfus associates are
to use the Preclearance Request Form shown in Exhibit C1. Dreyfus associates are
to use the Preclearance Request Form shown in Exhibit C2).

The Preclearance Compliance Officer will notify the Investment Associate whether
the  request  is  approved  or denied  without  disclosing  the  reason for such
approval or denial.

Notifications may be given in writing or verbally by the Preclearance Compliance
Officer  to the  Investment  Associate.  A record of such  notification  will be
maintained by the  Preclearance  Compliance  Officer.  However,  it shall be the
responsibility  of the  Investment  Associate to obtain a written  record of the
Preclearance   Compliance  Officer's   notification  within  24  hours  of  such
notification.  The  Investment  Associate  should  retain a copy of this written
record.

As there  could be many  reasons  for  preclearance  being  granted  or  denied,
Investment  Associates should not infer from the preclearance  response anything
regarding the security for which preclearance was requested.

Although making a preclearance request does not obligate an Investment Associate
to do the transaction, it should be noted that:

o  preclearance  authorization  will  expire  at the  end of  the  day on  which
  preclearance is given;
o preclearance requests should not be made for a transaction that the Investment
  Associate does not intend to make; and
o Investment  Associates  should not discuss with anyone else, inside or outside
  Mellon, the response  the  Investment  Associate  received  to a  preclearance
  request.

Every  Investment  Associate  must  follow  these  procedures  or  risk  serious
sanctions,   including  dismissal.   If  you  have  any  questions  about  these
procedures,  consult the Preclearance  Compliance  Officer.  Interpretive issues
that arise  under these  procedures  shall be decided by, and are subject to the
discretion of, the Manager of Corporate Compliance.

RESTRICTED LIST:

Each  Preclearance  Compliance  Officer  will  maintain a list (the  "Restricted
List") of companies whose securities are deemed  appropriate for  implementation
of trading  restrictions  for Investment  Associates in their area. From time to
time,  such trading  restrictions  may be  appropriate to protect Mellon and its
Investment   Associates  from  potential   violations,   or  the  appearance  of
violations,  of securities  laws.  The inclusion of a company on the  Restricted
List  provides  no  indication  of  the  advisability  of an  investment  in the
company's  securities or the existence of material nonpublic  information on the
company.  Nevertheless,  the contents of the Restricted  List will be treated as
confidential information in order to avoid unwarranted inferences.

In order to assist the Preclearance  Compliance Officer in identifying companies
that may be appropriate  for inclusion on the  Restricted  List, the head of the
entity/department/area  in which Investment  Associates are employed will inform
the appropriate Preclearance Compliance Officer in writing of any companies that
they believe should be included on the Restricted List based upon facts known or
readily available to such department heads.

REQUIRED
REPORTING:

The following reports must be filed for personal securities transactions:

o Brokerage Accounts - All Investment  Associates are required to instruct their
  brokers to submit directly to the Manager of Corporate  Compliance  copies  of
  all trade  confirmations  and  statements  relating to their account (refer to
  Exhibits B1  and B2 in the Confidential  Information  and  Securities  Trading
  Policy booklet).
o Report of Transactions in Mellon Securities - Investment  Associates must also
  report in writing to the Manager of Corporate  Compliance within ten  calendar
  days whenever they purchase or sell  Mellon securities if the transaction  was
  not through a brokerage account  as  described above.  Purchases  and sales of
  Mellon securities include the following:
o DRIP  Optional  Cash  Purchases  - Optional  cash  purchases   under  Mellon's
  Dividend Reinvestment and Common Stock Purchase Plan (the "Mellon DRIP").
o Stock Options - The sale of  stock  received upon the exercise of an associate
  stock  option  unless  the sale is part of a "netting of  shares" or "cashless
  exercise"  administered by the Human Resources Department (for which the Human
  Resources  Department  will  forward information  to the Manager of  Corporate
  Compliance).

It should be noted that the reinvestment of dividends under the DRIP, changes in
elections  under  Mellon's  Retirement  Savings Plan, the receipt of stock under
Mellon's  Restricted  Stock Award  Plan,  and the receipt or exercise of options
under Mellon's  Long-Term Profit Incentive Plan are not considered  purchases or
sales for the purpose of this reporting  requirement  (refer to Exhibit A in the
Confidential Information and Securities Trading Policy booklet).

o Statement of  Securities  Holdings - Within ten days of becoming an Investment
  Associate and on an annual basis  thereafter, all Investment  Associates  must
  submit to the Manager of Corporate Compliance a statement of all securities in
  which they presently have any direct or  indirect  beneficial  ownership other
  than Exempt Securities, as defined in the CPP-903-1, Definitions.
o Investment Associates should refer to "Beneficial Ownership" (CPP-903-3) which
  is also applicable  to  Investment  Associates  (refer  to  Exhibit  D in  the
  Confidential Information and  Securities  Trading Policy booklet for Statement
  Format). The annual report must be submitted by January 31 and must report all
  securities  holdings other than Exempt  Securities.  The annual  statement  of
  securities holdings contains an acknowledgment that the  Investment  Associate
  has read and complied with this Policy.
o Special  Requirement  with Respect to  Affiliated  Investment  Companies - The
  portfolio  managers,  research   analysts  and  other  Investment   Associates
  specifically designated by the Manager of  Corporate  Compliance  are required
  within ten calendar days of becoming an Investment Associate  (and by no later
  than ten calendar days after the end of each calendar quarter) to report every
  transaction  in  the  securities  issued by an affiliated  investment  company
  occurring  in an account in which the Investment  Associate  has a  beneficial
  ownership interest. The quarterly  reporting  requirement  may be satisfied by
  notifying the Manager of Corporate  Compliance  of the name of the  investment
  company, account name and account number for which such quarterly reports must
  be submitted.

CONFIDENTIAL
TREATMENT:

The Preclearance  Compliance  Officer will use his or her best efforts to assure
that all requests for preclearance,  all personal securities transaction reports
and  all  reports  of   securities   holdings  are  treated  as  "Personal   and
Confidential."  However,  such  documents  will be available  for  inspection by
appropriate  regulatory agencies, and by other parties within and outside Mellon
as are  necessary to evaluate  compliance  with or sanctions  under this Policy.
Documents  received from Dreyfus associates are also available for inspection by
the boards of directors of Dreyfus and by the boards of directors(or trustees or
managing general partners, as applicable) of the investment companies managed or
administered by Dreyfus.

<PAGE>

                                                          [OBJECT OMITTED]
- --------------------------------------------------------------------------------
Chapter                                                   Document Number
  LEGAL AND REGULATORY                                      CPP-903-4 (C)
- --------------------------------------------------------------------------------
Section                                                   Revised Date
  CONFIDENTIAL INFORMATION AND SECURITIES TRADING           10/2/95
- --------------------------------------------------------------------------------
Subject                                                   Page Number
  Requirements Applicable to Other Associates Only          4 of 4
- --------------------------------------------------------------------------------
Issuing Department
  Legal Affairs
- --------------------------------------------------------------------------------

POLICY:
Except for private  placements,  Other  Associates  are  permitted  to engage in
personal  securities  transactions  without  obtaining  prior  approval from the
Manager of Corporate  Compliance.  Other  Associates  are not required to report
their  personal  securities  transactions  other than  margin  transactions  and
transactions involving Mellon securities as discussed herein.

RESTRICTIONS:

The following restrictions apply to all Other Associates:

o Margin Transactions - Prior to establishing a margin account, Other Associates
  must obtain  the  written permission of the Manager  of Corporate  Compliance.
  Other Associates having a margin account prior to the effective  date  of this
  Policy must  notify the  Manager of  Corporate  Compliance of the existence of
  such account.

All  associates  having  margin  accounts,  other  than  described  below,  must
designate the Manager of Corporate  Compliance  as an  interested  party on each
account.  Associates  must  ensure  that the  Manager  of  Corporate  Compliance
promptly receives copies of all trade  confirmations and statements  relating to
the accounts  directly from the broker. If requested by a brokerage firm, please
contact  the  Manager  of  Corporate  Compliance  to obtain a letter  (sometimes
referred to as a "407 letter") granting permission to maintain a margin account.
Trade   confirmations  and  statements  are  not  required  on  margin  accounts
established at Dreyfus Investment  Services  Corporation for the sole purpose of
cashless exercises of Mellon employee stock options.  In addition,  products may
be offered  by a  broker/dealer  that,  because  of their  characteristics,  are
considered  margin accounts but have been determined by the Manager of Corporate
Compliance  to be outside  the scope of this  Policy  (e.g.,  a Cash  Management
account which provides  overdraft  protection  for the customer).  Any questions
regarding  the  establishment,  use and reporting of margin  accounts  should be
directed  to the  Manager of  Corporate  Compliance  (refer to Exhibit B1 in the
Confidential Information and Trading

<PAGE>

RESTRICTIONS:
(Cont.)

Securities booklet for an example of an instruction letter to a broker).

o Private  Placements - Other  Associates  are  prohibited  from  acquiring  any
  security in a private placement unless they obtain the prior written  approval
  of the Manager of Corporate Compliance and the  Associate's  department  head.
  Approval  must  be  given  by  both  of  the  aforementioned  persons for  the
  acquisition to be considered approved.

     As there could be many reasons for  preclearance  being  granted or denied,
     Other Associates  should not infer from the preclearance  response anything
     regarding the security for which preclearance was requested.

     Although making a preclearance request does not obligate an Other Associate
     to do the transaction, it should be noted that:

o preclearance  authorization  will expire at  the end of the third business day
  after it is received (the day authorization is granted is considered the first
  business day);
o preclearance  requests  should  not be made for a  transaction  that the Other
  Associate does not intend to make; and
o Other  Associates  should not  discuss  with  anyone  else,  inside or outside
  Mellon,  the  response  the Investment Associate  received  to a  preclearance
  request.  Every Other  Associate  must follow these procedures or risk serious
  sanctions,  including  dismissal.  If  you  have  any  questions  about  these
  procedures you should consult the Manager of Corporate Compliance.Interpretive
  issues that arise under these procedures shall be decided by, and are  subject
  to the discretion of, the Manager of Corporate Compliance.

PRECLEARANCE
REQUIREMENT:

Except for private  placements,  Other  Associates  are  permitted  to engage in
personal  securities  transactions  without  obtaining  prior  approval from the
Manager of Corporate Compliance (for preclearance of private placements, use the
Preclearance Request Form shown in Exhibit C1of the Confidential Infromation and
Securities Trading Policy booklet).

REQUIRED
REPORTING:

Other   Associates  are  not  required  to  report  their  personal   securities
transactions  other than margin  transactions and transactions  involving Mellon
securities as discussed  below.  Other Associates are required to instruct their
brokers to submit directly to the Manager of Corporate  Compliance copies of all
confirmations and statements  pertaining to margin accounts (refer to Exhibit B1
in the Confidential Information and Trading Securities booklet for an example of
an instruction letter to a broker) :

o Report of Transactions in Mellon  Securities - Other Associates must report in
  writing to the  Manager  of  Corporate Compliance  within  ten  calendar  days
  whenever they purchase or sell  Mellon  securities.  Purchases  and  sales  of
  Mellon securities include the following:
o DRIP  Optional  Cash   Purchases  - Optional  cash  purchases  under  Mellon's
  Dividend Reinvestment and Common Stock Purchase Plan (the "Mellon DRIP").
o Stock Options - The  sale of stock  received upon the exercise of an associate
  stock option unless  the sale is part of a "netting  of  shares" or  "cashless
  exercise" administered by the Human Resources  Department (for which the Human
  Resources  Department  will forward information  to the  Manager of  Corporate
  Compliance).

It should be noted that the reinvestment of dividends under the DRIP, changes in
elections  under  Mellon's  Retirement  Savings Plan, the receipt of stock under
Mellon's  Restricted  Stock  Award Plan and the  receipt or  exercise of options
under Mellon's  Long-Term Profit Incentive Plan are not considered  purchases or
sales for the purpose of this reporting  requirement  (refer to Exhibit A in the
Confidential Information and Securities Trading Policy booklet for an example of
the written report to the Manager of Corporate Compliance).

CONFIDENTIAL
TREATMENT:

The Manager of Corporate  Compliance  will use his or her best efforts to assure
that all requests for preclearance,  all personal securities transaction reports
and  all  reports  of   securities   holdings  are  treated  as  "Personal   and
Confidential."  However,  such  documents  will be available  for  inspection by
appropriate  regulatory  agencies and other parties within and outside Mellon as
are necessary to evaluate compliance with or sanctions under this Policy.

<PAGE>
                                                          [OBJECT OMITTED]
- --------------------------------------------------------------------------------
Chapter                                                   Document Number
  CORPORATE OBJECTIVES AND STANDARDS                        CPP-102-1
- --------------------------------------------------------------------------------
Section                                                   Revised Date
  CODE OF CONDUCT                                           12/8/95
- --------------------------------------------------------------------------------
Subject                                                   Page Number
  Introduction and Responsibilities                         3 of 3
- --------------------------------------------------------------------------------
Issuing Department
  Legal Affairs
- --------------------------------------------------------------------------------

INTRODUCTION:

Today's financial services  marketplace is filled with a host of new challenges,
changes and opportunities. Amidst these changes, one constant guides Mellon Bank
Corporation  and will  continue to be central to all that we do: the mandate for
integrity.

Only by conducting  ourselves  and our business in  accordance  with the highest
standards  of legal,  ethical and moral  integrity  can we achieve our vision of
excellence and our goals for the future.

This  Code of  Conduct  will  familiarize  you with the  general  guidelines  of
professional  conduct  expected  from  associates  in  their  interactions  with
customers,  prospective customers,  competitors,  suppliers,  the communities we
serve,  and one another.  As Mellon  associates,  we can settle for nothing less
than full adherence to the Code.

Please  read the Code  carefully  and retain it for your  records.  From time to
time, you may be asked to certify in writing that you have followed the Code, so
be sure you understand it. Appropriate  officers should  periodically  reinforce
the  importance  of the Code to their  associates,  pointing out  provisions  of
particular relevance.

The penalty for violating any provision of this Code may be disciplinary  action
up to and  including  dismissal.  In addition,  all  violations of criminal laws
applicable to Mellon's business will be reported to the appropriate  authorities
for prosecution.

Certain topics addressed in this Code of Conduct are addressed in greater detail
in Mellon's  Confidential  Information and Securities Trading Policies (CPP-903,
1-5).   These  topics  include  the  treatment  of   confidential   information,
restrictions on securities trading by associates and the "Chinese Wall" policy.

If you have any questions  about this Code, ask your  supervisor or consult with
Legal  Affairs.  If you suspect a violation of the Code of Conduct,  contact the
General Counsel or Chief Compliance Officer.  All communications will be handled
in a confidential manner.

INTRODUCTION

Terms frequently used in the Code are defined as follows:

o appropriate  officer - head of the affected group,  department or subsidiary o
  approval - formal written  consent
o employee - any  employee of Mellon Bank Corporation or any of its subsidiaries
o Bank - any  bank  or  savings  and  loan  association  subsidiary,  direct  or
  indirect,  of  Mellon  Bank  Corporation
o Chief Compliance Officer - Chief Compliance Officer of Mellon Bank Corporation
o Confidential  Information  and  Securities   Trading  Policy  -  Mellon   Bank
  Corporation's   Confidential  Information  and  Securities  Trading   Policies
  (CPP-903)
o Corporation - Mellon Bank Corporation
o General Counsel - General Counsel of Mellon Bank Corporation
o Mellon - Mellon Bank Corporation and all its subsidiaries and affiliates

YOUR
RESPONSIBILITIES:

As an associate,  your personal conduct should reflect the highest  professional
standards of behavior. You are obliged to monitor your personal and professional
affairs  so as not to  discredit  yourself  or  Mellon.  Your  behavior  at work
reflects Mellon's ethics, so you are expected to:

o obey all laws and regulations that apply to Mellon's business
o avoid  activities  that  could  create  conflicts  of  interest  or  even  the
  appearance of conflicts of interest with Mellon; and
o respect the  confidentiality  of Mellon  business  information and information
  about those with whom Mellon has business relationships.

YOUR
RESPONSIBILITIES:

Details of the above  obligations are presented in the remainder of this Code of
Conduct. Remember, these standards and examples serve as guidelines.

Mellon has established the Questionable  Activities Hotline (800-234-MELN,  Ext.
4-8477) so  associates  may call to report  suspected  violations of the Code or
criminal activity involving Mellon. Calls may be made anonymously.

<PAGE>

                                                          [OBJECT OMITTED]
- --------------------------------------------------------------------------------
Chapter                                                   Document Number
  FINANCE AND ACCOUNTING                                    CPP-607-1
- --------------------------------------------------------------------------------
Section                                                   Revised Date
  PROCUREMENT                                               5/4/98
- --------------------------------------------------------------------------------
Subject                                                   Page Number
  Policy                                                    1 of 2
- --------------------------------------------------------------------------------
Issuing Department
  Corporate Services
- --------------------------------------------------------------------------------

APPROVAL:  To serve as a  director,  officer  or  general  partner of an outside
entity, obtain or renew approval as follows:

Responsibility
Employee Requesting
Approval Action

1.   Complete an Outside  Directorships  and Offices  Approval  Form that can be
     obtained as follows:

o Send an e-mail request via MS Mail to Outside  Directorships/Policy or via the
  Internet to [email protected].  An MS  Word  version  of the  form  will be
  returned via e-mail.
o If e-mail is unavailable,  contact  Corporate  Compliance at (412) 234-1676 or
  (412) 236-1597. A form will be sent via interoffice mail.

2.   As needed, obtain the following additional information:

o If the outside entity has, or is seeking a credit facility with Mellon, attach
  a copy of the current exposure summary sheet and credit  approval form. If the
  "Customer  Risk  Rating" is greater  than 5, complete  the "Justification  for
  Approval"  section  (question number 22) of  the  Outside  Directorships  and
  Offices Approval Form.
o If Indemnification is being requested,  complete the "Indemnification Request"
  section (question number 23) of the Outside  Directorship and Offices Approval
  Form, documenting the benefits to Mellon for  approval of the  indemnification
  request.

  NOTE:   Missing   information   will  cause  the  form to be  returned  to the
  employee requesting approval.

3.   Send the original completed  approval form and any required  attachments to
     Corporate  Compliance in Pittsburgh  (151-4340) for further  processing and
     retain a copy.

Responsibility
Corporate Compliance
Action

4.   Review the form and obtain approval signatures, when required.

     Approvals are generally  required for new  applications  to certain outside
     entities as follows:

     Chief  Executive  Office  approval  when the  applicant  is a member of the
     Senior Management Committee, and the outside entity:

o debtor of Mellon Bank Corporation or any of its subidiaries
o one for which the employee is seeking Indemnification

                Senior Management Committee member approval for:

o for-profit organization
o issue-oriented organization
o local government (including appointed offices)
o debtor of Mellon Bank Corporation or any of its subsidiaries
o one for which the employee is seeking Indemnification

                        Chief Risk Officer approval for:

o debtor of Mellon Bank Corporation or any of its subsidiaries
o one for which the employee is seeking Indemnification


Responsibility Action
Corporate Compliance

                         Corporate Affairs approval for:

o issue oriented organization
o local government (including appointed offices)
o high profile charitable organization
o national or high-visibility religious organization
o chamber of commerce or economic development authority
o school board (elementary,  high school, college, and university)
o hospital or health care  facility
o cultural  organization  (the arts,  museums,  historical societies,  theaters,
  etc.)

5.   When processing is complete, send a copy of the form to the employee.

     This approval  process does not constitute a request for, nor does it carry
     with it,  indemnification.  An employee will, however, have any protection,
     including  indemnification  and insurance,  provided by the outside entity.
     Employees are  encouraged to secure an  understanding  of the level of such
     protection  provided by such entity.  An employee will also be protected by
     any applicable limitations on the liability of a director or officer.

     Records - All  original  approved  request  forms are retained by Corporate
     Compliance in Pittsburgh.

     Annual Renewal - Annually, all employees serving as a director, officer, or
     general partner of an outside entity must renew their  approvals.  Renewals
     must be documented on an Outside Directorship and Offices Approval Form and
     submitted to Corporate Compliance.

APPROVAL:

     Annual  Certification  - Annually,  as part of the year-end Code of Conduct
     certification,  officers  will be asked to certify that they have  obtained
     all  approvals  required by this  procedure and are otherwise in compliance
     with Corporate Policy and Procedure.

CHANGES:

     If  at  any  time  there  are  any  material  changes  to  the  information
     represented on the original approval form, the employee must complete a new
     approval form, send the original to the Corporate Compliance in Pittsburgh,
     and retain a copy.  If an  employee  is no longer  serving  as a  director,
     officer or general partner of an outside  entity,  indicate so on a copy of
     the  original  approval  form  and  send  it  to  Corporate  Compliance  in
     Pittsburgh.

QUESTIONS:
     Direct questions  concerning  directorships or indemnification to the Chief
     Litigation Counsel at 412-234-1566.

<PAGE>
                                                          [OBJECT OMITTED]
- --------------------------------------------------------------------------------
Chapter                                                   Document Number
  EXTERNAL AFFAIRS AND COMMUNICATIONS                       CPP-806-1
- --------------------------------------------------------------------------------
Section                                                   Revised Date
  CUSTOMER INFORMATION                                      8/30/99
- --------------------------------------------------------------------------------
Subject                                                   Page Number
  Confidentiality of Customers' Accounts                    1 of 1
- --------------------------------------------------------------------------------
Issuing Department
  Legal
- --------------------------------------------------------------------------------

POLICY:

     Employees who engage in transactions  involving Mellon securities should be
     aware of their unique  responsibilities  with respect to such  transactions
     arising from the  employment  relationship  and should be sensitive to even
     the appearance of impropriety.

     Purchases or sales by an employee of the  securities  of issuers with which
     Mellon  does  business,  or other  third  party  issuers,  could  result in
     liability on the part of such  employee.  Employees  should be sensitive to
     even the  appearance  of  impropriety  in  connection  with their  personal
     securities  transactions.  Employees  should refer to the provisions  under
     "Beneficial   Ownership"  below,   which  are  equally  applicable  to  the
     restrictions on transactions in other securities.

     The Mellon Code of Conduct contains certain  restrictions on investments in
     parties that do business with Mellon. Employees should refer to the Code of
     Conduct and comply with such  restrictions in addition to the  restrictions
     and reporting requirements set forth below.

MELLON
SECURITIES:

     The following  restrictions  apply to all transactions in Mellon's publicly
     traded securities  occurring in the employee's own account and in all other
     accounts over which the employee could be expected to exercise influence or
     control  (see  provisions  under  "Beneficial  Ownership"  below  for  more
     complete  discussion  of the accounts to which these  restrictions  apply).
     These  restrictions are to be followed in addition to any restrictions that
     apply to  particular  officers or  directors  (such as  restrictions  under
     Section 16 of the Securities Exchange Act of 1934).

     Short Sales - Short sales of Mellon securities by employees are prohibited.

     Short Term Trading - Purchasing and selling,  or selling and purchasing the
     same  (equivalent)  Mellon  securities  within 60 days is  prohibited.  For
     purposes of the 60-day holding period, securities will be equivalent if one
     is convertible  into the other,  if one entails a right to purchase or sell
     the other,  or if the value of one is  expressly  dependent on the value of
     the other (e.g., derivative securities).

     In cases of extreme hardship,  employees (other than senior management) may
     obtain permission to dispose of Mellon  securities  acquired within 60 days
     of the proposed  transaction,  provided the transaction is pre-cleared with
     the Manager of Corporate Compliance and any profits earned are disgorged in
     accordance with procedures established by senior management. The Manager of
     Corporate  Compliance  reserves  the right to suspend  the  60-day  holding
     period restriction in the event of severe market disruption.

     Margin  Transactions  - Purchasing  on margin of Mellon's  publicly  traded
     securities  by employees is  prohibited.  Margining  Mellon  securities  in
     connection with a cashless exercise of an employee stock option through the
     Human Resources Department is exempt from this restriction. Further, Mellon
     securities  may be  used  to  collateralize  loans  or the  acquisition  of
     securities other than those issued by Mellon.

     Option  Transactions  - Option  transactions  involving  Mellon's  publicly
     traded  securities are prohibited.  Transactions  under Mellon's  Long-Term
     Incentive  Plan or  other  employee  option  plans  are  exempt  from  this
     restriction.

     Major Mellon Events - Employees  who have  knowledge of major Mellon events
     that have not yet been  announced  are  prohibited  from buying and selling
     Mellon's publicly traded securities before such public announcements,  even
     if the employee believes the event does not constitute  material  nonpublic
     information.

     Mellon  Blackout  Period - Employees are prohibited  from buying or selling
     Mellon's publicly traded securities during a blackout period,  which begins
     the 16th day of the last  month of each  calendar  quarter  and ends  three
     business days after Mellon  publicly  announces  the financial  results for
     that quarter.  In cases of extreme  hardship,  employees (other than senior
     management) may request permission from the Manager of Corporate Compliance
     to dispose of Mellon securities during the blackout period.

MELLON 401(k)

PLAN:
     For  purposes  of the  blackout  period and the  short-term  trading  rule,
     changing the investment in Mellon Common Stock accumulated  pre-tax balance
     in the Mellon  401(k)  plan will be treated as a purchase or sale of Mellon
     Stock. This means:

o Employees  are  prohibited  from  increasing or decreasing  their  accumulated
  pre-tax balance in Mellon Common Stock during the blackout period.
o Employees are prohibited from increasing their accumulated pre-tax balance  in
  Mellon Common Stock and then decreasing it within 60 days.
o Employees are prohibited from decreasing their accumulated pre-tax balance  in
  Mellon Common Stock and then increasing it within 60 days. However, changes to
  investments in Mellon Common Stock in the 401(k) plan will not be  compared to
  transactions in Mellon securities  outside  the  401(k) for  purposes  of  the
  60-day rule (Note: This does not apply to members of the  Executive Management
  Group, who should consult with the Legal Department.)

     Except  for the above  there are no other  restrictions  applicable  to the
     401(k) plan. This means, for example:

o Insider  Risk and  Investment  Employees  are not  required to  pre-clear  any
  elections or changes made in their 401(k) account.
o There  is  no  restriction  on  employees'  changing   their  salary  deferral
  contribution  percentages  with  regard to  either the  blackout period or the
  60-day rule.
o The regular salary deferral  contribution to Mellon Common Stock in the 401(k)
  that takes place  with  each pay will not be  considered  a  purchase  for the
  purposes of either the blackout or the 60-day rule.

BENEFICIAL
OWNERSHIP:

The provisions  discussed above apply to transactions in the employee's own name
and to all other  accounts over which the employee could be expected to exercise
influence or control, including:

o accounts of a spouse,  minor children or relatives to whom substantial support
  is contributed;
o accounts of any other member of the  employee's  household  (e.g.,  a relative
  living in the same home);
o trust  accounts for which the employee acts as trustee or otherwise  exercises
  any type of guidance or influence;
o Corporate accounts controlled, directly or indirectly, by the employee;
o arrangements   similar to trust  accounts that are  established  for bona fide
  financial purposes and benefit the employee; and
o any  other  account  for which  the  employee  is the  beneficial  owner  (see
  CPP-903-1, Introduction and  Definitions,  for a complete legal  definition of
  Beneficial Ownership).

OTHER
SECURITIES:

The following restrictions apply to all securities transactions by employees:

Credit or Advisory  Relationship - Employees may not buy or sell securities of a
company  if they are  considering  granting,  renewing  or  denying  any  credit
facility to that company or acting as an adviser to that company with respect to
its   securities.   In   addition,   lending   employees   who   have   assigned
responsibilities  in a  specific  industry  group  are not  permitted  to  trade
securities in that industry.  This prohibition does not apply to transactions in
securities issued by open-end investment companies.

Customer  Transactions - Trading for customers and Mellon accounts should always
take precedence over employees' transactions for their own or related accounts.


OTHER
SECURITIES:

Front  Running -  Employees  may not  engage in "front  running,"  that is,  the
purchase  or sale of  securities  for their own  accounts  on the basis of their
knowledge of Mellon's trading positions or plans.

Initial  Public  Offerings - Mellon  prohibits its employees  from acquiring any
securities in an initial public offering ("IPO").

Margin  Transactions - Margin trading is a highly leveraged and relatively risky
method of investing that can create particular  problems for financial  services
employees. For this reason, all employees are urged to avoid margin trading.

Prior to  establishing  a margin  account,  the employee must obtain the written
permission of the Manager of Corporate Compliance.  Any employee having a margin
account prior to the effective date of these Policies must notify the Manager of
Corporate Compliance of the existence of such account.

All employees having margin accounts, other than described below, must designate
the Manager of Corporate  Compliance  as an  interested  party on that  account.
Employees must ensure that the Manager of Corporate Compliance promptly receives
copies  of all  trade  confirmations  and  statements  relating  to the  account
directly from the broker.  If requested by a brokerage firm,  please contact the
Manager of Corporate  Compliance to obtain a letter (sometimes  referred to as a
"407  letter")  granting   permission  to  maintain  a  margin  account.   Trade
confirmations and statements are not required on margin accounts  established at
Dreyfus  Investment  Services  Corporation  for the  sole  purpose  of  cashless
exercises of employee stock options.  In addition,  products may be offered by a
broker/dealer  that,  because of their  characteristics,  are considered  margin
accounts but have been  determined by the Manager of Corporate  Compliance to be
outside  the scope of these  Policies  (e.g.,  a Cash  Management  Account  that
provides  overdraft  protection for the customer).  Any questions  regarding the
establishment,  use and reporting of margin  accounts  should be directed to the
Manager of Corporate Compliance (Refer to Exhibits B1 and B2 in the Confidential
Information  and  Securities  Trading  Policy  booklet  for  an  example  of  an
instruction letter to a broker).

Material  Nonpublic   Information  -  Employees  possessing  material  nonpublic
information  regarding any issuer of securities  must refrain from purchasing or
selling securities of that issuer until the information  becomes public or is no
longer considered material.

Naked  Options,  Excessive  Trading  - Mellon  discourages  all  employees  from
engaging in short-term or  speculative  trading,  in trading naked  options,  in
trading that could be deemed  excessive or in trading that could  interfere with
an employee's job responsibilities.

Private  Placements - Employees are prohibited  from acquiring any security in a
private  placement  unless  they  obtain  the  prior  written  approval  of  the
Pre-clearance  Compliance  Officer  (applicable only to Investment  Employees as
defined  in  CPP-903-4,  Classification  of  Employees),  Manager  of  Corporate
Compliance and the  employee's  department  head.  Approval must be given by all
appropriate   aforementioned  persons  for  the  acquisition  to  be  considered
approved.  After  receipt  of  the  necessary  approvals  and  the  acquisition,
employees are required to disclose that investment when they  participate in any
subsequent  consideration of an investment in the issuer for an advised account.
Final decision to acquire such securities for an advised account will be subject
to independent review.

Scalping - Employees may not engage in "scalping," that is, the purchase or sale
of  securities  for their own or Mellon's  accounts on the basis of knowledge of
customers'  trading  positions  or  plans  or  Mellon's  forthcoming  investment
recommendations.

Short-Term  Trading - Employees are discouraged from purchasing and selling,  or
from  selling and  purchasing,  the same (or  equivalent)  securities  within 60
calendar days. With respect to Investment Employees only as defined in CPP-903-4
(Classification  of Employees),  any profits realized on such short-term  trades
must  be  disgorged  in  accordance  with   procedures   established  by  senior
management.

<PAGE>
                                                          [OBJECT OMITTED]
- --------------------------------------------------------------------------------
Chapter                                                   Document Number
  SECURITY AND PROTECTION                                   CPP-1003-1
- --------------------------------------------------------------------------------
Section                                                   Revised Date
  FRAUD                                                     8/10/98
- --------------------------------------------------------------------------------
Subject                                                   Page Number
  Policy For Reporting Known or Suspected Internal/         1 of 1
  External Crimes/Incidents
- --------------------------------------------------------------------------------
Issuing Department
  Audit and Risk Review
- --------------------------------------------------------------------------------

POLICY:
RESPONSIBILITIES:

It is the  Corporation's  policy that all known or  suspected  internal/external
crimes/incidents  or Code of Conduct  violations must be reported and thoroughly
investigated.  All Employees are responsible for immediately reporting any known
or suspected internal/external crimes/incidents or Code of Conduct violations to
the Audit and Risk Review Department.

Audit and Risk Review  Department is responsible for  investigating all reported
incidents of  internal/external  crime or Code of Conduct violations  throughout
the Corporation  (with the exception of consumer  credit card fraud).  Also, the
Audit and Risk Review  Department is responsible  for issuing  required  written
reports to  regulatory  and law  enforcement  agencies,  and to the  appropriate
managers.

Legal  Department is responsible for reviewing all written reports to regulatory
and law enforcement agencies prior to issuance.
Corporate Policies & Procedures Manual

<PAGE>

                                                          [OBJECT OMITTED]
- --------------------------------------------------------------------------------
Chapter                                                   Document Number
  SECURITY AND PROTECTION                                   CPP-1003-1(A)
- --------------------------------------------------------------------------------
Section                                                   Revised Date
  FRAUD                                                     8/10/98
- --------------------------------------------------------------------------------
Subject                                                   Page Number
  Procedure For Reporting Known or Suspected Internal/      3 of 2
  External Crimes/Incidents
- --------------------------------------------------------------------------------
Issuing Department
  Audit and Risk Review
- --------------------------------------------------------------------------------

REPORTABLE
CRIMES/INCIDENTS:

Any known or  suspected  internal/external  crimes/incidents  or Code of Conduct
violations  must be  reported  to the Audit and Risk  Review  Department.  These
crimes/incidents include:

o any known or suspected dishonesty (e.g. theft, embezzlement,  check-kite, loan
  fraud, computer fraud, misappropriation)
o any mysterious  disappearance  or unexplained  shortage of corporate  funds or
  other assets
o any known or suspected  criminal  activity or pattern of activity in violation
  of any section of U.S. Code,  State Code, or applicable regulation, regardless
  of amount, where the Corporation is an actual or potential victim
o any known or  suspected  criminal  activity  or pattern of  criminal  activity
  involving financial  transactions  conducted  through the Corporation or where
  the Corporation is used to facilitate a  criminal transaction,   even  if  the
  Corporation  is not an  actual or  potential victim (e.g.,  Bank  Secrecy  Act
  violations)

NOTE: Incidents involving robbery, burglary, vandalism,  mischief, bomb threats,
extortion,  and kidnapping are not covered by this  procedure.  These  incidents
must be reported  directly to the entity's  Corporate  Security  representative.
Also, credit card fraud incidents which do not involve employees are not covered
by this procedure. These incidents must be reported to the Security Unit, Credit
Card Department, Mellon Bank (DE).

REPORTING
PROCESS:

Report by telephone known or suspected internal/external crimes/incidents to the
following Audit and Risk Review Department locations:

o Mellon  Bank  (DE),   Commonwealth  and   Northeast  PA  banking  regions  and
  Mellon/PSFS - Report to the Audit and Risk Review  Department, Investigations,
  Mellon/PSFS (215-553-4278).
o Mellon Bank (MD) and Western, Central and Northern PA banking regions - Report
  to  the  Audit  and  Risk  Review  Department, Investigations, Western  Region
  (412-234-7426).
o The Boston Company and The Dreyfus  Corporation - Report to the Audit and Risk
  Review Department, Investigations, The Boston Company (617-722-7454).
o All  other  entities  -  Report  to the  Audit  and  Risk  Review  Department,
  Investigations, Western Region (412-234-7426).

Anonymously  Reporting  - If an employee  has  knowledge  of known or  suspected
internal/external  crimes/incidents  or Code of Conduct violations but wishes to
remain  anonymous,  they can contact the  "Questionable  Activities Hot Line" at
1-800-234-MELN, extension 4-8477.

The Audit and Risk Review Department's Corporate  Investigation Section monitors
all  calls  made on the Hot Line and will  conduct  thorough  investigations  as
appropriate  based on the information  provided.  If the call involves a routine
grievance or other Human Resources  related issue, the caller will be encouraged
to contact his/her supervisor or Human Resources representative.

RESTITUTION:

Restitution  terms agreed upon in the course of an investigation  will be turned
over to the appropriate collections area within the entity.  Monitoring of these
obligations will be performed in accordance with established  procedures at that
entity.

INCIDENT
DOCUMENTATION:

Audit and Risk Review  Department is responsible for  documentation of incidents
that are reported. Because of the confidentiality of such matters, documentation
should  not be  prepared  or  maintained  outside  the  Audit  and  Risk  Review
Department  except on the  instructions  of Audit  and Risk  Review or the Legal
Department.

<PAGE>
                                                          [OBJECT OMITTED]
- --------------------------------------------------------------------------------
Chapter                                                   Document Number
  CORPORATE OBJECTIVES AND STANDARDS                        CPP-102-2
- --------------------------------------------------------------------------------
Section                                                   Revised Date
  CODE OF CONDUCT                                           12/8/95
- --------------------------------------------------------------------------------
Subject                                                   Page Number
  Obeying Laws and Regulations                              5 of 4
- --------------------------------------------------------------------------------
Issuing Department
  Legal Affairs
- --------------------------------------------------------------------------------

<PAGE>

OVERVIEW:

In business,  a conflict of interest is generally  defined as a single person or
entity having two or more interests that are inconsistent.  You should not cause
Mellon or yourself to have a conflict of  interest.  You should be  particularly
sensitive to situations  involving family or household members.  In your case, a
conflict of interest  occurs when you allow any interest,  activity or influence
outside of Mellon to:

o influence  your  judgment  when  acting on behalf of Mellon
o compete  against Mellon in any  business  activity
o divert  business  from Mellon
o diminish the efficiency  with which you perform your regular duties
o harm or impair Mellon's financial or professional reputation; or
o benefit you at the expense of Mellon

As an  associate,  you are not  permitted to  participate  in any activity  that
causes a conflict of interest or gives the appearance of a conflict of interest.
Areas  frequently  involved in conflicts of interest and examples of  prohibited
activities are described below.

If you  believe  that you have,  or may be  perceived  to have,  a  conflict  of
interest,  you must disclose  that  conflict in writing to the Chief  Compliance
Officer. The Chief Compliance Officer must keep copies of all such disclosures.

INVESTMENTS
THAT REQUIRE
APPROVAL:

In addition to the requirements  contained in the  Confidential  Information And
Securities Trading Policies (CPP-903,  1-5), you are required to obtain approval
from the Chief Compliance Officer

o before you invest in a business  enterprise if you have  responsibilities  for
  providing services to, or purchasing  goods and services  from,  that business
  enterprise on behalf of Mellon; or
o to   hold  an  investment  in  a  business  enterprise  if  you  are  assigned
  responsibility for providing services to,  or  purchasing  goods  and services
  from, that business enterprise on Mellon's  behalf  after  you  have made your
  investment.

SELF-DEALING:

To further  avoid  conflicts  of  interest,  you are  restricted  from  becoming
involved in certain  business  dealings with Mellon.  As an  associate,  you are
prohibited from:

o directly or indirectly  buying assets from (other than assets being offered to
  the public or associates generally), or  selling  assets  to,  Mellon  or  any
  account for which Mellon acts as a fiduciary unless  you  have  prior  consent
  from the appropriate officer or you  have  court  or  regulatory  approval  as
  required
o representing  Mellon in any activity (whether an internal Mellon activity or a
  transaction between  Mellon  and a third  party) requiring  your  judgment  or
  discretion which affects a person or organization in which you have a material
  interest,  financial or  otherwise.  For  example,  you  are  prohibited  from
  representing Mellon in lending  money to a relative or close  personal  friend
  because it might  impair or appear to impair your professional judgment or the
  performance of your duties, or from giving credit approval to loans made by an
  associate  who is your spouse because it might impact your spouse's  incentive
  compensation or performance appraisal
o representing  any  non-Mellon  company  in any  transaction  with  Mellon that
  involves the exercise of discretion by either party

MONITORING
OUTSIDE
ACTIVITIES:

As an associate, you are expected to avoid any outside interest or activity that
will interfere with your duties. Generally, your outside interests or activities
should not:

o significantly  encroach  on time or  attention  you  devote to your  duties
o adversely  affect the quality of your work
o compete with Mellon's  activities
o involve any significant use of Mellon's equipment, facilities or supplies
o imply Mellon's sponsorship or support (for example,  through the use of Mellon
  stationery for personal purposes)
o adversely affect the reputation of Mellon

LIMITING
OUTSIDE
EMPLOYMENT:

While an associate,  you may not accept outside  employment as a  representative
who prepares, audits, or certifies statements or documents pertinent to Mellon's
business.

In addition,  you must obtain approval from the Chief Compliance  Officer before
you  accept  employment  as a broker,  contractor  or agent who  engages in real
estate  transactions  such as  negotiating  and  selling  mortgages  for others,
appraising  property or collecting  rents; or as an attorney,  tax or investment
counselor or insurance broker or agent

If you  are a Bank  associate,  you  may  be  prohibited  by  federal  law  from
participating  in  "interlocking  affiliations,"  that is,  dual  service  as an
associate of an organization that is primarily engaged in the issue,  flotation,
underwriting,  public sale or distribution of stocks, bonds or other securities;
as a director,  officer or employee of any commercial bank, banking association,
trust  company,  savings and loan or savings  bank not owned by Mellon;  or as a
director  or  officer  of  a  registered   public  utility  holding  company  or
subsidiary.

PURCHASING
REAL ESTATE:

Because  certain  subsidiaries  of the  Corporation  are  engaged in real estate
activities,  any real estate  transaction  you make must be  scrutinized to make
certain it is not competitive with Mellon activities.

Unless you receive prior  approval  from the Chief  Compliance  Officer,  or the
purchase  is made in a public  auction  in which  Mellon is not  competing,  you
should not directly or indirectly:

o purchase  commercial   real  estate  from,  or sell it to, a current  or known
  potential  Mellon  customer
o purchase  any real estate with a mortgage on which Mellon is foreclosing or on
  which you know Mellon is planning to foreclose
o bid on or purchase any real estate that you know Mellon is  considering  or is
  likely to consider purchasing

ACCEPTING
HONORARIA:

Neither you nor any member of your  immediate  family may accept cash  honoraria
for your public  speaking or writing  services  on  Mellon's  behalf.  If a cash
honorarium  is  tendered  you should  donate it to the Mellon  Bank  Foundation,
request that it be donated to a charity of your  choice,  or turn it over to the
Finance  Department.  You may accept  noncash  honoraria of modest value (not to
exceed $100).  You also may accept  reimbursement of related expenses subject to
the  approval of the Chief  Compliance  Officer.  You should  check with the Tax
Group to ensure proper tax treatment.

ACCEPTING
FIDUCIARY
APPOINTMENTS:

A  fiduciary  appointment  is  an  appointment  as an  administrator,  executor,
guardian,  custodian  for a minor,  trustee or  managing  agent.  Unless you are
acting on behalf of a member of your family or you have  obtained  approval from
the Chief  Compliance  Officer,  you may not accept a fiduciary or  co-fiduciary
appointment.  You also may not act as deputy or co-tenant of a safe deposit box,
or  act as  agent  or  attorney-in-fact  (including  signer  or  co-owner)  on a
customer's account.

Even if you are acting on behalf of a family  member or receive  approval to act
as fiduciary or co-fiduciary, you are expected to follow these guidelines:

o Avoid any representations that you are performing (or have access to) the same
  professional services that are performed by a bank.
o Do not accept a fee for acting as co-fiduciary  with a bank unless you receive
  approval from the board of directors of that bank.
o Do not permit your  appointment  to interfere  with the time and attention you
  devote to your job responsibilities.

PARTICIPATING IN
CIVIC AFFAIRS:

You are encouraged to take part in charitable,  educational,  fraternal or other
civic  affairs,  as long as such affairs do not  interfere or conflict with your
responsibilities  at Mellon.  However,  you should  review the  requirements  of
"SERVING  AS  OUTSIDE  DIRECTOR  OR  OFFICER"  below as they  may  apply to your
participation  in civic affairs.  You should not imply  Mellon's  sponsorship or
support of any outside event or  organization  without the approval of the Chief
Executive Officer of your entity or the Chief Executive Officer's delegate.

SERVING AS
OUTSIDE DIRECTOR
OR OFFICER:

In view of the  potential  conflicts of interest and the possible  liability for
both Mellon and you, you are urged to be cautious when considering service as an
officer,  general partner or director of any non-Mellon entity.  Before agreeing
to such  service  you  should  review  and  comply  with the  Corporate  Policy,
CPP-805-1,  Serving As A Director/Officer  Of An Outside Entity,  which requires
approval to hold certain outside offices and  directorships.  Approvals  granted
under this Policy do not  constitute  requests  by Mellon to serve,  nor do they
carry  with  them  indemnification.  This  Policy  may  be  obtained  from  your
department head or the Finance department.

While you are serving as an officer,  general  partner or director of an outside
entity, you should:

o not attempt to influence or take part in any vote or decision that may lead to
  the use of a Mellon product or service by the outside entity, or result in the
  conferring of some special benefit to Mellon  by  the outside entity  and  see
  that the  outside   entity's   records  reflect  your  abstention
o relinquish  any responsibility  you may have for any Mellon  relationship with
  the outside entity
o be satisfied that the outside entity conducts its affairs lawfully,  ethically
  and in accordance with prudent management and financial practices
o comply with the annual approval requirements as detailed in CPP-805-1, Serving
  As A Director/Officer Of An Outside Entity.

Any employee  serving as a treasurer of a public  organization  such as a school
district,  borough or other  similar  governmental  entity,  must consult  Legal
Affairs for further guidelines.

PARTICIPATING
IN POLITICAL
ACTIVITIES:

Mellon  encourages  you  to  keep  informed  concerning   political  issues  and
candidates  and to take an  active  interest  in  political  affairs.  If you do
participate  in  any  political  activity,   however,  you  may  not  act  as  a
representative of Mellon unless you are specifically authorized in writing to do
so by the Chief Executive Officer of the Corporation.

PARTICIPATING
IN POLITICAL
ACTIVITIES:

As explained in CPP-102-2,  Obeying Laws and Regulations,  it is unlawful to use
Corporate funds or assets in connection  with federal  elections and many states
also  restrict the use of  corporate  funds or assets in  connection  with state
elections.  In accordance with applicable  laws,  however,  Mellon may establish
political action committees for lawful  participation in the political  process.
The use of Corporate  funds or assets in connection with state elections may not
be made without prior approval of Legal Affairs.

DEALING WITH
CUSTOMERS AND
SUPPLIERS:

In your dealings with customers and suppliers,  situations  sometimes occur that
may create a conflict of interest or the  appearance  of a conflict of interest.
To avoid such conflicts,  Corporate  Policies were developed in the areas listed
below:

Gifts and  Entertainment  - Under  the Bank  Bribery  Act,  you may not offer or
accept gifts or other items of value under  circumstances  intended to influence
you, a customer or  supplier  in  conducting  business.  Items of value  include
money, securities,  business opportunities,  goods, services, discounts on goods
or services,  entertainment,  food or drink.  (See  CPP-102-2,  Obeying Laws and
Regulations.)  Employees of NASD members should check NASD rules,  which in some
instances are more restrictive. Under the Bank Bribery Act, you may not:

o solicit  for  yourself or for a third party  (other than  Mellon)  anything of
  value from  anyone in return for any Mellon  business, service or confidential
  information
o give cash gifts to, or accept cash gifts from, a customer,  supplier or person
  to who you refer  business o use your position at Mellon to obtain anything of
  value from a customer, supplier or person to whom you refer business
o accept gifts under a will or trust  instrument  of a customer  unless you have
  the prior approval of the Chief Compliance Officer; or
o except as provided below,  accept anything of value (other than earned salary,
  wages and fees) from anyone in connection with Mellon business.

DEALING WITH
CUSTOMERS AND
SUPPLIERS:

The  business  practices  listed below do not create the risk of  corruption  or
breach of trust to Mellon and are permissible. Accordingly, you may accept:

o gifts,  gratuities,  amenities or favors  based on obvious  family or personal
  relationships (such  as  those  between  an  associate's  parents, children or
  spouse) where the circumstances make it clear that those relationships--rather
  than Mellon business--are the motivating factors
o meals, refreshments,  travel arrangements or accommodations,  or entertainment
  of  reasonable value and in the course of a meeting or other occasion held for
  business discussions, provided that the expenses  would be paid by Mellon as a
  reasonable business expense
o loans from other banks or financial institutions on customary terms to finance
  proper and usual associate activities  (such as  home  mortgage  loans) except
  where prohibited by law
o advertising or promotional  material,  such as pens,  pencils,  note pads, key
  chains, calendars and similar items having a value of less than $100
o discounts  or  rebates on  merchandise  or services  that do not exceed  those
  available to other customers  o gifts which have a value of less than $100 and
  are related to commonly recognized events or  occasions,  such as a promotion,
  conference, sports outing, new job, wedding, retirement or holiday
o charitable,  educational or religious  organization  awards for recognition of
  service and accomplishment

DEALING WITH
CUSTOMERS AND
SUPPLIERS:

If you  receive or  anticipate  receiving  something  of value from a  supplier,
customer  or  person  to whom you  refer  business  in a  situation  that is not
specifically  permitted  by this  Code,  you must  notify  the Chief  Compliance
Officer in writing  of the  circumstances.  You may not accept the item (or must
return it if you have already  received it) unless you receive approval from the
Chief  Compliance  Officer.  The Chief  Compliance  Officer will approve or deny
requests  based upon the  reasonableness  of the  circumstances  and whether the
circumstances pose a threat to Mellon's integrity.  The Chief Compliance Officer
will maintain copies or records of all requests and responses.

Entertainment,  gifts or prizes given to  customers  or suppliers by  associates
should  be  appropriate  for the  circumstances  and  constitute  necessary  and
incidental Mellon business expenses,  it is your responsibility to see that your
expense diary is accurate and reflects only appropriate  business  expenses.  In
dealing with employees of other banks or bank holding  companies,  you should be
aware  that gifts or prizes  given to those  employees  are  subject to the Bank
Bribery Law and that the Bank Bribery Law applies to both givers and recipients.

Borrowing  from  Customers - You are not  permitted  to borrow from or lend your
personal funds to Mellon customers, brokers or suppliers. Credit transactions in
customers'  normal  course  of  business  and on  regular  terms  (for  example,
transacting  business with a recognized lending institution or charging items at
a department store) are not included in this restriction.

Giving Advice to Customers - Unless your regular  Corporate duties  specifically
permit, you may not give legal, tax or investment advice to customers.

Legal Advice - You may be asked by a customer to make a statement  regarding the
legal  implications of a proposed  transaction.  You cannot give legal advice to
customers.  Be sure,  therefore,  that nothing you say might be  interpreted  as
legal advice.

DEALING WITH
CUSTOMERS AND
SUPPLIERS:

Tax And Investment  Advice - You may not advise customers on matters  concerning
tax problems, tax return preparation or investment decisions.

Recommending  Professional  Services - Customers and others may ask your help to
find qualified  professional people or firms. Unless you name several candidates
without indicating  favoritism,  you may not recommend  attorneys,  accountants,
insurance  brokers or agents,  stock  brokers,  real  estate  agents,  etc.,  to
customers,  associates  or  others.  Under  no  circumstances  may  you  make  a
recommendation if you expect to benefit.

<PAGE>
                                                          [OBJECT OMITTED]
- --------------------------------------------------------------------------------
Chapter                                                   Document Number
  CORPORATE OBJECTIVES AND STANDARDS                        CPP-102-4
- --------------------------------------------------------------------------------
Section                                                   Revised Date
  CODE OF CONDUCT                                           12/8/95
- --------------------------------------------------------------------------------
Subject                                                   Page Number
  Respecting Confidential Information                       5 of 4
- --------------------------------------------------------------------------------
Issuing Department
  Legal Affairs
- --------------------------------------------------------------------------------

OVERVIEW:

The  Confidential  Information and Securities  Trading Policies  (CPP-903,  1-5)
establishes  guidelines to protect  confidential  information about Mellon,  its
customers and others with whom it does business. These guidelines are summarized
below.

As an associate,  you may have knowledge,  reports or statements  about Mellon's
business or possess  confidential  information  about the  private and  business
affairs of Mellon's customers and suppliers.  Such information is privileged and
must be held in the strictest confidence.

Confidential  information  is to be used only for Corporate  purposes.  Under no
circumstances  may you use such  information  for personal gain or pass it on to
any  person  outside  Mellon,  including  family  or  friends,  or even to other
associates who do not need such  information to perform their jobs or to provide
services to or for Mellon.

NEWS MEDIA
COMMUNICATIONS:

Any  communications or disclosures of information to the news media must be done
by or with the approval of the Mellon Media  Relations/Corporate  Affairs  area.
All media inquiries should be directed to the Media Relations/Corporate  Affairs
area.

INFORMATION
OBTAINED
FROM BUSINESS
RELATIONS:

You may  possess  confidential  information  about  those  with whom  Mellon has
business  relations.  If released,  such  information  could have a  significant
effect on their  operations,  their business  reputations or the market price of
their  securities.  Disclosing such information could expose both you and Mellon
to liability for damages.

MELLON FINAN
INFORMATION:

Financial  information about Mellon is confidential unless it has been published
in reports to shareholders  or has been made otherwise  available to the public.
It is  the  policy  of  the  Corporation  to  disclose  all  material  corporate
information  to the public in such a manner that all those who are interested in
the Corporation and its securities have equal access to the information.  Except
as required by law or approved by the Finance Department,  financial information
is not to be released to any person or  organization.  If you have any questions
about  disclosing  financial  information,  contact  the  head  of  the  Finance
Department.

MELLON
EXAMINATION
INFORMATION:

Banks and some  other  subsidiaries  are  periodically  reviewed  by  regulatory
examiners. Certain reports made by those regulatory agencies are the property of
those  agencies and are strictly  confidential.  Giving  information  from those
reports to anyone not officially connected with Mellon is a criminal offense.

MELLON
PROPRIETARY
INFORMATION:

Certain  nonfinancial  information  developed by Mellon, such as business plans,
customer lists,  methods of doing  business,  computer  software,  source codes,
databases and related documentation, is valuable information that is proprietary
and confidential.  You are not to disclose it to anyone outside or inside Mellon
who does not have a need to know such information. This obligation survives your
employment  with Mellon.  Associates are prohibited  from using  Corporate time,
resources and assets  (including  Mellon  proprietary  information) for personal
gain. Mellon has proprietary rights in any materials,  products or services that
you  create  which  relates to your work at  Mellon,  that use Mellon  resources
(equipment,  etc.) or that are created during your regular work hours.  You must
disclose such materials, products or services to Mellon.

ELECTRONIC
INFORMATION:

E-mail,  voice mail and communications  systems are intended for Mellon business
use only. Files created on these systems are subject to review and inspection by
management.  You should not expect  messages sent on these systems to be treated
as  private  or  confidential.  You  should  limit  the  transmission  of highly
sensitive information on those systems. Messages created in these systems should
be in compliance  with the Corporate  Policy on Document  Creation and Retention
(CPP-111-2).  For more detailed  information  on use of these  systems,  see the
Corporate Policy on E-Mail Creation and Retention (CPP-111-3).

INFORMATION
SECURIT
SYSTEMS:

If you have access to Mellon information systems, you are responsible for taking
precautions  necessary to prohibit  unauthorized entry to the system. You should
safeguard your passwords or other means of entry.

COMPUTER
SOFTWARE:

Computer  software  is to be used on  Mellon  business  only and must be used in
accordance with the terms of the licensing agreement.  No copying of software is
permitted except in accordance with the licensing agreement.

INSIDER
INFORMATION:

Insider information is material,  nonpublic  information  relating to securities
issued  by  any  corporation.  Information  is  considered  "material"  if it is
important enough to affect the judgment of investors about whether to buy, sell,
or hold stock or to influence the markets price of the stock.

The courts have ruled that insider  information  about  securities  must be made
public before  anyone  possessing it can trade or recommend the purchase or sale
of the  securities  concerned.  Under federal and state  securities  laws,  you,
Mellon,  and the person  who  receives  the  information  could be held  legally
responsible for misusing insider information.

Obviously,  the insider  information  rule is very  difficult  to apply in given
circumstances.  Associates  must be extremely  cautious in discussing  Corporate
information with any person outside of Mellon or in using  information  obtained
at Mellon in making personal investment decisions.  If you have any doubts about
whether  an item is  insider  information  or  whether  it has been or should be
revealed, consult Legal Affairs.

"CHINESE WALL"
POLICY:

To facilitate  compliance with the prohibition on trading in securities while in
possession of insider information, diversified financial services organizations,
including  Mellon,  have  adopted  "Chinese  Wall"  policies.  The Chinese  Wall
separates the business units or associates likely to receive insider information
from the  business  units or  associates  that  trade in  securities  or provide
investment advice.

Mellon's "Chinese Wall" policy is contained in the Confidential  Information and
Securities Trading Policies (CPP-903, 1-5) and establishes rules restricting the
flow of information within Mellon to investment personnel; procedures to be used
by investment personnel to obtain information from other departments or division
of Mellon Banks or from other Mellon subsidiaries;  and procedures for reporting
the receipt of material nonpublic information by investment personnel

You must  know this  policy,  particularly  if you work in an area that  handles
investment decisions or if you supply or might be asked to supply information to
associates in such areas.  Under no circumstances  should you receive or pass on
information that may create a conflict of interest or interfere with a fiduciary
obligation of Mellon.

<PAGE>
                                                          [OBJECT OMITTED]
- --------------------------------------------------------------------------------
Chapter                                                   Document Number
  CORPORATE OBJECTIVES AND STANDARDS                        CPP-110-2
- --------------------------------------------------------------------------------
Section                                                   Revised Date
  SERVICE AGREEMENTS                                        2/16/99
- --------------------------------------------------------------------------------
Subject                                                   Page Number
  Agreements with Vendors and Service Providers             1 of 7
- --------------------------------------------------------------------------------
Issuing Department
  Human Resources
- --------------------------------------------------------------------------------

<PAGE>

                                 CODE OF ETHICS

SCOPE AND PURPOSE

This Code of Ethics (the "Code") applies to:

o all directors, officers and employees of:                       }
  -        Schroder Investment Management North  } Collectively   }
         America Inc.,                           } "SIM NA"       }
  -        Schroder Investment Management North                   }
         America Limited                                          } Collectively
  -        Schroder Fund Advisors Inc., ("SFA")                   } The "US
                                                                  } Schroder
o    Schroder   Investment   Management   International           } Group"
     Limited   ("SIMIL")                                          }
o    New York based  employees of Schroder US                     }
     Holdings Inc. ("SI") who are  located  on the 34th floor     }
     of 787  Seventh  Avenue,  New  York,  NY 10019               }
o    all persons employed by any subsidiary of                    }
     Schroders plc } ("Schroders") who are  Access                }
     Persons  (as  defined  below) of any registered              }
     investment company managed by SIM NA.

Set forth below is the Code of Ethics (the "Code") for the US Schroder Group, as
required by Rule 17j-1 under the Investment Company Act of 1940 (the "Investment
Company  Act"),  Section  204A  of the  Investment  Advisers  Act of  1940  (the
"Advisers Act"), Rule 204-2(a)(12) under the Advisers Act and Section 20A of the
Securities Exchange Act of 1934 ( the "Exchange Act"). The Code applies to every
employee (full- and part-time) of the US Schroder Group.

The objective of the Code is to ensure that all business dealings and securities
transactions  undertaken  by  employees,  whether  for  clients or for  personal
purposes, are subject to the highest ethical standards.  Incorporated within the
Code are an  Insider  Trading  Policy  and a  Personal  Securities  Transactions
Policy, which contain procedures that must be followed by all personnel.

Every employee,  by means of an Annual Certification of Compliance with the Code
of Ethics  (see  Exhibit  B),  must  retain,  read and  acknowledge  receipt and
understanding  of this Code,  which will be updated as necessary.  Any questions
regarding the Code should be referred to the appropriate Ethics Supervisor.

The Code contains  additional  restrictions  and requirements for certain Access
Persons  (as  defined in  Appendix  A),  including  all US  Schroder  Group fund
managers,  investment analysts,  traders, and those employees who, in connection
with their duties,  are aware of securities under  consideration for purchase or
sale on behalf of  clients.  Such  persons  will be

<PAGE>

notified in writing of their status.  These restrictions are designed to prevent
any conflict or the appearance of any conflict of interest  between  trading for
their personal accounts and securities transactions initiated or recommended for
clients.

STATEMENT OF POLICIES

(a)      CONFIDENTIALITY

         Personnel are expected to honor the confidential  nature of company and
         client affairs.  Information  designated as  confidential  shall not be
         communicated  outside  of the US  Schroder  Group or  other  affiliated
         companies  of  Schroders   other  than  to  advisers   consulted  on  a
         confidential  basis, and shall only be communicated within Schroders on
         a "need to know" basis or as  otherwise  authorized  by  management  in
         conformity with the Code.

         PERSONNEL MUST ALSO AVOID MAKING UNNECESSARY DISCLOSURE OF ANY internal
         information  concerning  Schroders and its business  relationships  and
         must use such  information  in a prudent and proper  manner in the best
         interests of Schroders and its clients.

(b)      LEVEL OF CARE

         Personnel  are expected to represent the interests of Schroders and its
         clients in an ethical manner and to exercise due skill, care,  prudence
         and  diligence in all business  dealings,  including but not limited to
         compliance  with all  applicable  regulations  and  laws,  and to avoid
         illegal  activities  and other conduct  specifically  prohibited to its
         personnel by the  respective  policies of any of the US Schroder  Group
         companies  in  relation  to which a person is a  director,  officer  or
         employee.

(c)      FIDUCIARY DUTIES

         All personnel have fiduciary duties:

         (i)      at all times to place the  interests of their  clients  before
                  their own and not to take  inappropriate    advantage of their
                  position, and

         (ii)     to conduct  themselves in a manner which will avoid any actual
                  or  potential  conflict of interest or any abuse of a position
                  of trust and responsibility.


<PAGE>


(D)      REQUIREMENTS

         (i)      Personnel  are  required to comply  with the  Insider  Trading
                  Policy   and   Personal    Securities    Transactions   Policy
                  incorporated herein.

         (II)     Personnel  are  prohibited  from  receiving  any gift or other
                  thing of more than de minimis  value from any person or entity
                  that does business with or on behalf of any client.

Personnel are prohibited  from serving on the board of directors of any publicly
listed or traded  company or of any  company  whose  securities  are held in any
client portfolio,  except with the prior  authorization of the Chairman or Chief
Executive of SIM NA, the Chairman of SIMIL or, in their  absence,  a majority of
the Ethics Committee, based upon a determination that the board service would be
consistent with the interests of Schroders' clients. If permission to serve as a
director is given, the company will be placed  permanently on Section Two of the
US Schroder Group Restricted List. Transactions in that company's securities for
client  and  personal   securities   accounts  will  only  be  authorized   when
certification has been obtained from that company's Secretary or similar officer
that its directors are not in possession of material price sensitive information
with respect to its securities.

COMPLIANCE

THE ETHICS COMMITTEE (see Appendix A) is responsible for ensuring that a copy of
the Code is  delivered to all persons at the time of the  commencement  of their
employment with any US Schroder Group company, as well as on an annual basis. As
a condition of continuing  employment,  each employee is required to acknowledge
in writing  receipt of a copy of the Code and that he or she has  understood the
obligations  and  responsibilities  hereunder  and on an annual basis to certify
compliance with it on the form provided.

THE ETHICS  SUPERVISORS  (see Appendix A) are each  responsible  for maintaining
with respect to their  company the records and filings  required  under the Code
and must report  immediately to the Ethics Committee any evidence of a breach of
the Code by any personnel.  Following such report, there will be a prompt review
of  the  situation  by the  Ethics  Committee  and,  if  necessary,  appropriate
disciplinary and/or dismissal proceedings will be instituted, including, but not
limited  to,  referral  to  the  appropriate   regulatory  agency.  Each  Ethics
Supervisor  will  conduct a regular  annual  review,  in  addition  to any other
special  reviews which may be deemed  appropriate by the Ethics  Supervisor,  to
supervise the operation of the Code  (including the Insider Trading and Personal
Securities  Transactions  Policies) and will report SUCH REVIEWS BY JANUARY 31ST
of each year to the Ethics  Committee or other senior officer of the US Schroder
Group appointed to receive this information.


<PAGE>



QUESTIONS

All questions about an individual's  responsibilities  and obligations under the
Code of Ethics should be referred to any member of the Ethics Committee,  to the
Chief  Compliance  Officer  in New York or  London,  to the  General  Counsel of
Schroder U.S. Holdings Inc., or to the relevant Ethics Supervisor.


<PAGE>



                             INSIDER TRADING POLICY



THE SCOPE AND PURPOSE OF THE POLICY

It is a  violation  of  United  States  federal  law  and a  serious  breach  of
Schroders'  policies for any employee to trade in, or recommend  trading in, the
securities  of a company,  either for his/her  personal gain or on behalf of the
firm or its clients, while in the possession of material,  nonpublic information
("inside  information")  which may come into  his/her  possession  either in the
course  of  performing  his/her  duties,  or  through  personal  contacts.  Such
violations  could  subject  you,  Schroders,  and our parent  organizations,  to
significant  civil as well as criminal  liability,  including the  imposition of
monetary penalties,  and could also result in irreparable harm to the reputation
of  SCHRODERS.   TIPPEES  (I.E.,   persons  who  receive   material,   nonpublic
information)  also  may be  held  liable  if  they  trade  or  pass  along  such
information to others.

The US Insider Trading and Securities  Fraud  Enforcement Act of 1988 ("ITSFEA")
requires all  broker-dealers  and  investment  advisers to establish and enforce
written  policies  and  procedures  reasonably  designed  to  prevent  misuse of
MATERIAL,  NON-PUBLIC  information.  Although  ITSFEA  itself  does  not  define
"insider trading",  the US Supreme Court has previously  characterized it as the
purchase or sale of securities  (which include debt instruments and put and call
OPTIONS)  WHILE  IN  POSSESSION  OF  INFORMATION  WHICH  IS  BOTH  MATERIAL  AND
NON-PUBLIC,  I.E.,  information  not  available to the general  public about the
securities or related  securities,  the issuer and in some cases the markets for
the  securities.  The  provisions  of  ITSFEA  apply  both to  trading  while in
possession of such information and to  communicating  such information to others
who might trade on it  improperly.  This policy  supplements  the  policies  and
procedures  set forth in SIM NA, SFA's and SI's Chinese Wall  Procedures,  which
are incorporated herein by reference.

MATERIALITY

Inside  information  is generally  understood as material  information  about an
issuer of publicly-traded  securities that has not been made known to either the
professional  investment community or to the public at large. Inside information
is material if it would be likely to have an effect on the price of the issuer's
securities or if a reasonable  investor would be likely to consider it important
in making his/her investment decision.  Such information usually originates from
the  issuer  itself  and could  include,  among  other  things,  knowledge  of a
company's  earnings or dividends,  a significant  change in the value of assets,
changes in key personnel or plans for a merger or acquisition.

For  example,  a portfolio  manager,  analyst or trader may receive  information
about an issuer's earnings or a new product in a private  communication with the
issuer.  Such information is usually considered material and is generally inside
information  because it has not been  effectively  disseminated to the public at
large. As a general rule, any  information

<PAGE>

received  from an issuer that has not been made  public in a press  release or a
public  filing  will  be  considered  inside  information.   Upon  learning  the
information,  the employee may not purchase or sell securities of the issuer for
him/herself  or for any  account  under  management  until  the  information  is
effectively disseminated to the public.

If an employee has received information  regarding an issuer and he/she believes
that the  information  given has not been given in breach of  fiduciary  duties,
then that person may retain and act upon the information.

Market  information  which emanates from outside the corporation but affects the
market  price of an  issuer's  securities  can also be inside  information.  For
example,  inside  information can also originate within Schroders  itself.  This
would include knowledge of activities or plans of an affiliate,  or knowledge of
securities  transactions  that are being  considered  or  executed  on behalf of
clients.  Inside  information can also be obtained from knowledge about a client
that an employee has  discovered in his/her  dealings  with that client.  Inside
information pertaining to a particular issuer could also involve another company
that has a  material  relationship  to the  issuer,  such as a major  supplier's
decision to increase its prices.

In addition,  Rule 14e-3 under the Exchange Act makes it unlawful to buy or sell
securities  while in  possession  of material  information  relating to a tender
offer,  if the person  buying or selling the  securities  knows or has reason to
know that the  information  is  nonpublic  and has been  acquired,  directly  or
indirectly from the person making or planning to make the tender offer, from the
target  company,  or from any  officer,  director,  partner or employee or other
person  acting on behalf of either the bidder or the target  company.  This rule
prohibits not only trading,  but also the  communication of material,  nonpublic
information  relating to a tender offer to another person in circumstances under
which it is reasonably foreseeable that the communication will result in a trade
by someone in possession of the material, nonpublic information.

PROCEDURES AND RESPONSIBILITIES OF EMPLOYEES

1.       PERSONNEL  WHO ACQUIRE  NON-PUBLIC  information  (that may  possibly be
         material) about a company are immediately prohibited:

         (a)      from  trading  in the  securities  of that  company or related
                  securities  and  financial   instruments  (as  defined  below)
                  whether for client accounts, for Schroder company accounts, or
                  for any Personal Account (see definition in Appendix A), and

         (b)      from  communicating  the  information  either  inside  or
                  outside Schroders except as provided below.

2.       Such personnel,  other than Senior Executives as defined in the Chinese
         Wall   Procedures,   are  required   immediately  to  notify  the  most
         senior-ranking  available
<PAGE>

         member  of the Ethics  Committee  (see  Appendix  A) who will  evaluate
         whether  the information is both material and non-public.

         IF YOU ARE IN ANY DOUBT, SPEAK TO THE  SENIOR-RANKING  AVAILABLE MEMBER
         OF THE ETHICS COMMITTEE.

3.       If the information is determined by this member of the ethics committee
         to be material and non-public,  all securities of the relevant  company
         (or companies) and related securities or financial  instruments will be
         placed on Section One of the US  Schroder  Group  Restricted  List (see
         discussion below) with immediate effect.

4.       Only the member of the ethics  committee who determined the information
         to be material  and  non-public  may decide  whether it is necessary to
         communicate the Inside  Information to another party,  either inside or
         outside  Schroders.  If so, the  communication  must state  clearly and
         expressly   that  such   information   is  MATERIAL,   NON-PUBLIC   and
         confidential and that its possession  precludes trading for any account
         in any  security of the  specified  company or any related  security or
         financial instrument.

5.       This same member of the Ethics  Committee is responsible  for notifying
         the Ethics  Supervisor when such information  ceases to be material and
         non-public and for ensuring that the securities of the relevant company
         or companies and related securities or financial instrument are removed
         from the US Schroder  Group  Restricted  List. The person who initially
         reported possession of the information is required to notify the member
         of the Ethics  Committee of any change in status of the  information of
         which he or she becomes aware.

6.       All employees are also  responsible  for  preventing  disclosure of any
         non-public  information in schroders'  possession,  whether or not that
         information is material,  except in accordance  with the procedures set
         out in this policy.

7.       Any files likely to contain non-public  information must be kept locked
         and  access to  computerized  files  must be  restricted  at all times,
         except when required by authorized  personnel  for the  performance  of
         their duties at Schroders.

8.       Non-public  information  which has not been deemed to be material under
         2. above may be  communicated  only to such  personnel  as require such
         information for the performance of their duties at Schroders.


<PAGE>



PENALTIES

Penalties for trading on or communicating  material,  nonpublic  information are
severe,  both for the  individuals  involved in such unlawful  conduct and their
employers.  Under  the  law,  a  person  can be  subject  to  some or all of the
penalties  below,  even if s/he does not personally  benefit from the violation.
Penalties include:

1)       civil injunctions;

2)       disgorgement of profits;

3)       treble  damages - fines  for  the  access  person  who  committed   the
         violation,  of up to 3 times the profit gained or loss avoided, whether
         or not the person actually benefited;

4)       fines for the employer or other controlling person of up to the greater
         of  $1,000,000,  or 3 times the profit gained or loss avoided; and

5)       jail sentences.

SPECIAL PROVISIONS FOR TRADING IN THE SECURITIES OF SCHRODERS PLC

Special restrictions apply to dealing in the securities of Schroders plc because
staff, by virtue of their employment, may be deemed to have Inside Information:

1.       Securities  of  Schroders  plc will  not be  purchased  for any  client
         account  without  the  permission  of that  client,  and  then  only if
         permitted by applicable  law and with the prior approval of a member of
         the Ethics Committee or Ethics Supervisor.

2.       Personal securities transactions in the securities of Schroders plc are
         subject to blackout periods and other  restrictions  which are outlined
         in the Schroder London Group Staff Handbook. Copies of the restrictions
         are available from the Ethics Supervisors. Staff wishing to deal in the
         securities  of  Schroders  plc must first  contact  the  senior-ranking
         dealer in Schroders'  London  equity  dealing room who will explain the
         applicable blackout periods, restrictions and authorizations required.

US SCHRODER GROUP RESTRICTED LIST

The US Schroder  Group  Restricted  List is circulated  only to those  employees
responsible for placing  securities  trades,  to members of the Ethics Committee
and to the Ethics Supervisors.

<PAGE>

SECTION  ONE:  No  personnel  may place  trades in any  securities,  which  term
includes  options,  warrants,  debentures,  futures,  etc.,  on such  securities
(hereinafter referred to as a related security or financial instruments,  of any
company on Section One of the US Schroder Group  Restricted List for any account
whatsoever,  including  client  accounts,  Schroder company accounts or Personal
Accounts at any time.

SECTION  TWO:  Trades in the  securities  or  related  securities  or  financial
instruments  of any company on Section Two of the US Schroder  Group  Restricted
List (which contains those companies that have an officer of a US Schroder Group
Company  on their  board of  directors,  or where a US  Schroder  Group  Company
manages a part of their balance sheet assets,  i.e.,  corporate cash rather than
pension fund assets) may only be undertaken  with the written  permission of the
appropriate Ethics Supervisor.

No approval to trade will be given by the Ethics Supervisor:

(i)  for any securities of a company currently on Section One of the US Schroder
     Group Restricted List;

(ii) for any  security  of a company on  Section  Two of the US  Schroder  Group
     Restricted List because an officer of a US Schroder Group Company serves as
     a director of that company unless the Ethics  Supervisor (or alternate) can
     obtain  confirmation from that company's  Secretary or similar officer that
     its directors are not in possession of material price sensitive information
     with respect to its  securities.  Permission to trade in the  securities of
     any company on Section Two of the US Schroder Group Restricted List because
     a US Schroder Group Company  manages  balance sheet assets for that company
     (as  opposed  to  pension  fund  assets)  will only be given if the  Ethics
     Supervisor  (or  alternate)  can  obtain  confirmation  from the  portfolio
     manager responsible for that client that no US Schroder Group Company holds
     any price sensitive  information  with respect to that company.  Permission
     will not, in any event,  be given to any personnel  personally  involved in
     the management of that client's account.

<PAGE>



                        PERSONAL SECURITIES TRANSACTIONS
                                     POLICY

SCOPE AND PURPOSE OF THE POLICY

This  Personal  Securities   Transactions  Policy  sets  out  the  policies  and
procedures  required to be followed by all personnel in  connection  with trades
for Covered Accounts in Covered  Securities (see Appendix A) in order to comply,
INTER ALIA, with the US Schroder Group's Code of Ethics.  It sets out additional
restrictions  and  requirements  for Level One  Access  Persons  (as  defined in
Appendix A).  Further,  it sets out the policies and  procedures  required to be
followed by outside  directors  (as  defined in Appendix A) of Schroder  Capital
Funds,   Schroder   Capital   Funds   (Delaware)   and  Schroder   Series  Trust
(collectively, the "Schroder Funds").

SIM NA LONDON, NEW YORK, SIMIL, AND SI-NEW YORK PERSONNEL

The procedures  applicable to personnel employed by SIM NA in London and the US,
SIMIL, and to SI - New York personnel vary in detail but not in principle.

ESTABLISHING AN ACCOUNT

Before  undertaking  any  transactions  in Covered  Securities,  employees  must
establish  an account in  accordance  with the  requirements  of their  employer
company.

New York

All  US-based  personnel  of SIM NA and SI,  unless  exempted  in writing by the
Ethics  Committee,  are required to maintain  their Covered  Accounts at Salomon
Smith Barney ("SSB") or Charles Schwab & Co. ("Schwab").  SSB and Schwab provide
an electronic  download of employees'  trades on T+1 which are accessed daily by
the  Compliance  Department.  Additionally,  both firms provide  contemporaneous
copies of monthly account  statements and trade  confirmations to the Compliance
Department.

Personnel  on  secondment  from London to New York may apply for a waiver of the
requirement  to  maintain  brokerage  ACCOUNTS  AT  SSB  OR  SCHWAB  FOR  NON-US
securities. At a minimum, such personnel must follow the procedures set forth in
the "Schroder  Investment  Management London Group Personal  Investment  Dealing
Rules" as described below and report their  transactions  in Covered  Securities
quarterly to the New York Ethics Supervisor.

LONDON

All  London-based  personnel are required to comply with the requirements of the
"Schroder Investment Management London Group Personal Investment Dealing Rules,"
which are incorporated  herein by reference,  including placing all transactions
in Covered  Securities

<PAGE>

through the Schroder London dealing room.  London-based personnel must establish
an account to deal  through  Schroders'  London  dealing  room  according to the
procedures  set  out  in  the  London  Staff   Handbook.   Such  procedures  are
incorporated  herein by reference within this Personal  Securities  Transactions
Policy.  Upon  establishing an account,  London-based  personnel covered by this
Policy  are  required  to make  arrangements  for  copies of all  contracts  and
confirmations to be sent to their Ethics Supervisor.

TORONTO AND MEXICO CITY

 All  Toronto  and  Mexico  City based SIM NA  personnel  may  maintain  Covered
Accounts at the brokerage firm of their choosing,  provided that Compliance (New
York) is  notified.  These  employees  are required to provide  Compliance  with
copies of monthly/periodic account statements and trade confirmations.

TRANSACTIONS

ALL TRANSACTIONS FALL INTO ONE OF FOUR CATEGORIES:

o    TRANSACTIONS PROHIBITED BY THE POLICY
o    TRANSACTIONS EXEMPT FROM ALL PROVISIONS OF THE POLICY
o    TRANSACTIONS EXEMPT FROM THE PRE-CLEARANCE REQUIREMENTS BUT SUBJECT TO  THE
     REPORTING PROVISIONS OF THE POLICY
O    TRANSACTIONS SUBJECT TO PRE-CLEARANCE AND THE REPORTING PROVISIONS



PROHIBITED TRANSACTIONS

All  personnel  are  prohibited  from trading for any Covered  Account where the
execution of any such transaction would violate the principles and procedures of
the Code or Insider Trading Policy and no personnel shall request  permission to
trade for any Covered Account if he or she knows that such trade:

(i)      would result in the buying or selling of securities in competition with
         buy or sell  orders  of, or on behalf  of,  clients,  or operate to the
         detriment of such clients including,  without  limitation,  executing a
         securities transaction on a day during which any client,  including any
         investment  company for which a US  Schroder  Group  company  serves as
         investment adviser, sub-adviser or manager (a "Schroder Managed Fund"),
         has a pending  "buy" or "sell" order in that same  security  until that
         order is executed or withdrawn;

(ii)     would be for the  purpose  of, or result  in,  the buying or selling of
         securities to take advantage of recent or imminent trades of clients;

<PAGE>


(iii)    would involve a security being considered for  recommendation for
         purchase or sale on behalf of a client;

(iv)     would take place before a sufficient  period of time has elapsed  after
         an open-market  purchase or sale of any such security,  by or on behalf
         of any client,  for the effects of such  purchase or sale on the market
         price to dissipate;

(v)      would involve any security of any company  currently on the US Schroder
         Group  Restricted List or any company with respect to which such person
         has non-public  information which has not been evaluated by a member of
         the Ethics  Committee in accordance  with the provisions of the Insider
         Trading Policy;

(vi)     would  involve  trading  in  options  on  any  of the  stocks  held  by
         or contemplated for client accounts;

(vii)    would  involve a "short  sale" or  otherwise  would expose the employee
         to unlimited risk of loss.


 DE MINIMIS EXCEPTION: Transactions involving shares in certain companies traded
 on US stock  exchanges or the NASDAQ,  will be approved  regardless  of whether
 there are outstanding  client orders unless there is a large  outstanding order
 for the  purchase or sale of such  securities  by  clients.  A large order will
 generally  occur if the US equity large cap model has been revised.  Other than
 an adjustment in the model, outstanding orders for wrap fee or managed accounts
 or to re-balance institutional or private accounts, will not preclude clearance
 for a de minimis transaction.

The  exception  applies to  transactions  involving  no more than 500 shares per
issuer  per  week  in the  aggregate  for an  employee's  Covered  Accounts,  in
securities of companies  with market  capitalizations  of $5 billion or more. In
the case of options,  an employee may purchase or sell up to 5 option  contracts
per week to control up to 500 shares in the  underlying  security  of such large
cap company.


SHORT TERM TRADING

         All personnel are strongly  advised  against  short-term  trading.  All
         personnel  are  bound  by the  Schroder  Group  policy  that no one may
         purchase  and  sell  the same (or  equivalent)  security  within  seven
         calendar days.  (Please note that all London-based  personnel are bound
         by the 60 day  holding  period  outlined  below for  Level  One  Access
         Persons.)  Such   personnel  are,  in  addition,   subject  to  tighter
         restrictions  outlined below. The trading records of all personnel will
         be reviewed  quarterly by their Ethics  Supervisor.  Any personnel that
         appear to have  established  a pattern  of short  term  trading  may be
         subject to  additional  restrictions  or penalties  including,  but not

<PAGE>

         limited to, a limit or ban on future  personal  trading  activity and a
         requirement to disgorge profits on short-term trades.

          The short term trading  prohibition  shall not pertain to the exercise
         of a call  sold  by an  employee  to  cover a long  position.  however,
         although an employee may purchase a put to cover a long  position,  the
         exercise of such put will only be approved if the  underlying  security
         was  held  for the  minimum  required  period  (7 days or 60  days,  as
         appropriate).  the  exercise  of a covered  put is  subject to the same
         preclearance and reporting requirements as the underlying security.

COVERED SECURITIES

Securities,  such as stocks,  bonds and options, are covered by this Policy. The
same  limitations  pertain to  transactions  in a security  related to a Covered
Security,  such as an option to  purchase  or sell a  Covered  Security  and any
security convertible into or exchangeable for a Covered Security.

NOT COVERED BY THIS POLICY ARE:

o    securities which are direct obligations  of  the  U.S.  Government   (i.e.,
     Treasuries)
o    any debt security directly guaranteed by any OECD member Government
o    bankers'  acceptances,  bank   certificates of  deposit,  commercial paper,
     repurchase agreements and other high quality short-term debt instruments(1)
o    shares or units in any open-end US registered   investment  company (mutual
     fund)
o    shares of any UK authorized unit trust(2)

If a security is not covered by this Policy, you may purchase or sell it without
obtaining pre-clearance and you do not have to report the transaction.

EXEMPT FROM PRECLEARANCE

       The preclearance requirements do not apply to the following transactions.
       however,  such  transactions MUST BE REPORTED as set forth in the section
       on Reporting Requirements.

1)       NON-DISCRETIONARY ACCOUNTS



- --------
1 High  quality  short-term  debt  instruments  means  any  instrument  having a
maturity  at  issuance  of less  than 366 days and  which is rated in one of the
highest two rating  categories  by a Nationally  Recognized  Statistical  Rating
Organization,  or which is unrated but is of comparable  quality.

2 Please  note that  Schroder  Unit Trusts  Limited  does not  currently  accept
investments by US Persons into Schroders UK authorized unit trusts.

<PAGE>

          Transactions  effected in any Covered  Account over which the employee
          has  no  direct  or  indirect   influence   or  control  is  deemed  a
          non-discretionary  account.  An  employee  shall be  deemed to have no
          direct or indirect  influence  or control  over an account only if the
          following conditions are met:

          a)      Investment  discretion  for such account has been delegated in
                  writing  to  an  independent  fiduciary  and  such  investment
                  discretion  is not shared with the employee or  decisions  for
                  the  account  are  made  by a  family  member  and  not by the
                  employee;

          b)      The  employee  (and  where  applicable,   the  family  member)
                  certifies  in writing that he/she has not and will not discuss
                  any  potential  investment  decisions  with  such  independent
                  fiduciary or family member; and

          c)      The Ethics Committee approves such arrangements.

2)       NON-VOLITIONAL TRADES

          Transactions  which  are  non-volitional  on the part of the  employee
          (i.e.,  the  receipt of  securities  pursuant  to a stock  dividend or
          merger).  However  the  volitional  sale of  securities  acquired in a
          non-volitional  manner is  treated as any other  securities  trade and
          subject to the preclearance requirements.

3)       AUTOMATIC TRANSACTIONS AND DIVIDEND REINVESTMENT PLANS

          Purchases of the stock of a company pursuant to an automatic  dividend
          reinvestment  plan,  automatic  direct stock purchase  plan,  dividend
          reinvestment plan or an employee stock purchase plan sponsored by such
          company.  such  deductions  that take place on an  automatic,  regular
          (i.e.,  weekly,  monthly,  quarterly)  basis from either a paycheck or
          account  (i.e.,  bank  account,  money  market  account)  need  not be
          pre-cleared.

          However the volitional sale of such securities is treated as any other
          securities  trade and  subject to the  preclearance  requirements.  In
          addition,  if an employee  mails in a payment to  purchase  securities
          directly from the issuer, that purchase must be pre-cleared on the day
          the payment is mailed in to the issuer (see the following section).

4)       RIGHTS OFFERINGS

          Receipt or exercise of rights  issued by a company on a pro rata basis
          to all  holders of a class of  security  and the sale of such  rights.
          Employees must, however, pre-clear transactions for the acquisition of
          such rights from a third-party or the disposition of such rights.

<PAGE>

TRADING PRECLEARANCE

Before each  transaction  in a Covered  Secuirty,  all personnel must complete a
"Personal Securities Transaction - Request to Trade" form (see Appendix C).

U.S. Securities

Personnel  wishing to trade in US  securities  must have the form  signed by the
senior  fund  manager  present (in New York or London and  corresponding  to the
director's, officer's or employee's location) responsible for supervising client
investments  in  large  capitalization  US  equities,  small  capitalization  US
equities,  investment grade fixed income securities or high yield securities, as
appropriate,  to the effect that no client trades are presently  contemplated in
that security.  Boston-based  personnel wishing to trade in small capitalization
US equities should obtain  certification from the senior fund manager in Boston;
all other personnel wishing to trade in small  capitalization US equities should
obtain  certification  from the senior New York or London-based  (as applicable)
small company fund manager.

IF YOU WISH TO PURCHASE AN INITIAL PUBLIC OFFERING(3) OR SECURITIES IN A PRIVATE
PLACEMENT(4) YOU MUST OBTAIN PERMISSION FROM THE CHIEF COMPLIANCE OFFICER.

Any  employee who has been  authorized to acquire  securities in a Private Place
     is required to disclose that investment in any subsequent  consideration of
     a client's  investment in securities of the issuer. In such  circumstances,
     the  decision to purchase  securities  of the issuer for a client  shall be
     subject to an independent  review by personnel with no personal interest in
     the matter.

Non U.S. Securities

Personnel   wishing  to  trade  in  non-US   equity   securities   must   obtain
certification, by fax if necessary, from the senior London-based SIM NA or SIMIL
fund manager responsible for supervising client investments in the country where
such  securities  are  primarily  traded.  Country funds and ADRs are treated as
non-US securities and  certification  must therefore be obtained from the senior
London based SIM NA or SIMIL fund manager responsible for the relevant country.



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

3 An IPO is an offering of securities  registered  under the Securities Act, the
issuer of  which,  immediately  before  the  registration,  was not  subject  to
reporting requirements under the federal securities laws.

4 A private placement is an offering of securities that are not registered under
the  Securities  Act because the offering  qualified  for an exemption  from the
registration provisions.

<PAGE>



APPROVAL OF TRADING

Final  responsibility for approving all trades,  other than those placed through
Schroders' London dealing room, rests with the Ethics Supervisor,  or in his/her
absence with any member of the Ethics  Committee.  London-based  personnel  must
send the signed  Request to Trade form to their  Ethics  Supervisor  at the same
time that the required dealing ticket is submitted to the senior-ranking  dealer
in Schroders' London dealing room.  Members of the Ethics  Committee,  including
the Ethics  Supervisor,  shall have their own personal trades,  other than those
placed through Schroders' London dealing room, approved by another member of the
Ethics Committee.

If an employee receives permission to trade a security or instrument,  the trade
must be executed  AFTER such  permission is granted and, for US-based  personnel
BEFORE the end of the next  business  day after  permission  has been  received.
Trades  for  London-based  personnel  must be  executed  within  24 hours  after
permission is granted.  If the trade is not executed within the appropriate time
frame and the person still wishes to effect the transaction,  pre-clearance must
again be  obtained - this would be the case for limit  orders and orders such as
good-till-canceled as well.

(For Personal Equity Plans and similar vehicles which are subject to a mandatory
cooling-off  period,  trade  date  shall be  deemed  to be the date on which the
application is submitted  rather than the date on which the  cooling-off  period
expires and not the date the trade is executed.)

If an employee fails to preclear a transaction in a Covered Security, he/she may
be monetarily  penalized,  by a fine and/or disgorgement of profits or avoidance
of loss.  These types of  violations  will result in  reprimands  and could also
negatively  affect  the  person's  employment  at  Schroders.  All  preclearance
violations will be forwarded to the Ethics Committee to determine sanctions.

In cases where approval is not granted for any Covered Account transactions in a
security, Schroders will provide no compensation for any consequential losses in
a Covered Account.

ADDITIONAL RESTRICTIONS AND REQUIREMENTS FOR LEVEL ONE ACCESS PERSONS

The following additional restrictions and requirements apply to LEVEL ONE ACCESS
PERSONS,  namely all US  Schroder  Group  fund  managers,  investment  analysts,
traders and those  persons who, in connection  with their  regular  functions or
duties,  obtain: (i) information regarding the purchase or sale of a security on
behalf  of a  client  or  (ii)  information  as  to  specific  securities  under
consideration  for  purchase  or sale on behalf  of  clients.  These  additional
restrictions  are  designed to prevent any  conflict  or the  appearance  of any
conflict


<PAGE>

of interest  between trading for their Covered  Accounts and securities
transactions initiated or recommended by them for clients:

i)   Level One Access Persons are  prohibited  from buying or selling a security
     within  seven  calendar  days  before and after any  client  trades in that
     security.  Any  profits  realized  on  transactions  within the  proscribed
     periods  (based on the  difference in the price per share between that paid
     or  received,  as  appropriate,  by the client and that paid or received by
     such Access  Person) will be required to be  disgorged  to the  appropriate
     client or, if that is not possible, to a charitable organization designated
     by the Ethics Committee.

ii)  Level One Access Persons are prohibited  from profiting in the purchase and
     sale of the same (or equivalent)  securities  within 60 calendar days. This
     60 day  restriction  is in lieu of the  general  seven day  restriction  on
     short-term  trading  described  above.  Any  profits  realized  on any such
     short-term  trades  will  be  required  to  be  disgorged  to a  charitable
     organization designated by the Ethics Committee.

iii) Level One Access  Persons are  required to  disclose,  on  commencement  of
     employment and subsequently in an annual filing to their Ethics Supervisor,
     all their personal securities holdings.


REPORTING REQUIREMENTS

All personnel are required to report his/her  transactions in Covered Securities
holdings in Covered Accounts, as follows.

     REPORTS OF EACH TRANSACTION IN A COVERED SECURITY

o    Personnel  are  required  to report  to  Compliance,  no later  than at the
     opening of business on the business day following the day of execution of a
     trade for a Personal Account, including:

         name of security
         nature of transaction (purchase, sale, etc.)
         number of shares/units or principal amount
         price of transaction
         date of trade
         name of broker

SSB and Schwab provide the New York Compliance Department with a daily report of
the above  information  with  respect to any  personal  securities  transactions
executed by New York-based personnel.

Any personnel seconded from London to New York who are granted a waiver from the
requirement  to maintain  personal  accounts at SSB or Schwab shall,  within ten
days  after  the

<PAGE>

end of each calendar quarter, provide the New York Ethics Supervisor with copies
of all pre-clearance forms and contract notes for transactions  executed through
the London dealing desk.

The  reporting  obligation  of  London-based  personnel  shall be  discharged by
arranging  in advance for copies of contract  notes/confirmations  for all their
transactions to be sent automatically to Compliance upon completion of a trade.

         INITIAL EMPLOYMENT

o    No later than 10 days after  initial  employment  with a US Schroder  Group
     Company,  each employee  must provide  Compliance  (New York or London,  as
     appropriate)  with a list of each  Covered  Security  s/he owns (as defined
     above).  The  information  provided must include the title of the security,
     number of shares owned, and principal  amount,  as well as a of list of all
     Covered Accounts where Covered  Securities are held. The employee will sign
     and date the report.

         QUARTERLY REPORTS

o    No later than 10 days after the end of each calendar quarter, each employee
     will provide  Compliance (New York or London, as appropriate) with a report
     of all  transactions  in Covered  Securities in the quarter,  including the
     name of the Covered  Security,  the number of shares and principal  amount,
     whether it was a buy or sell,  the price and the name of the broker through
     whom  effected.  The  employee  will also report any new  Covered  Accounts
     established during the quarter, including the name of the broker/dealer and
     the date the Covered Account was established. The report will be signed and
     dated by the employee.

         ANNUAL REPORTS

o    Within 30 days after the end of the calendar, each employee must report all
     his/her  holdings in Covered  Securities  as at December 31,  including the
     title,  number of shares and principal  amount of each Covered Security the
     employee owns (as defined above) and the names of all Covered Accounts. The
     employee will sign and date the report.

Exceptions:

o    An employee need not report any  transactions in covered  securities or any
     covered  accounts  in which  s/he has no direct or  indirect  influence  or
     control.

o    A director  of a schroder  fund who is not an  "interested  person"5 is not
     required to make initial,  quarterly or annual  reports  provided that s/he
     did not know, nor in the ordinary course of fulfilling  his/her duties as a
     director,  s/he  should  not have  known,  that  during


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

5 As defined in Section 2(a)(19) of the Investment Company Act.


<PAGE>

     the 15 day period  immediately  before or after  his/her  transaction  in a
     covered  security,  the fund purchased or sold the covered security or that
     the covered security was considered for purchase or sale by the fund.

The information on personal securities transactions received and recorded by SIM
NA and  SIMIL (on  behalf of their  employees)  will be  deemed to  satisfy  the
reporting  obligations contained in Rule 204-2(a)(12) under the Advisers Act and
Rule  17j-1  under  the   Investment   Company  Act.  Such  reports  may,  where
appropriate,  contain  a  statement  to the  effect  that the  reporting  of the
transaction  is not to be  construed  as an  admission  that the  person has any
direct or indirect beneficial interest or ownership in the security.

Reports by the Ethics Supervisors

On a quarterly basis,  the appropriate  Ethics  Supervisors,  in order to assist
them in fulfilling  their regulatory  obligations,  will report to the Boards of
Trustees of the Schroder Funds or the  Schroder-managed  Funds,  as appropriate,
and the  Supervisory  Principal  of SFA,  any  violations  of this  Code and the
actions, if any, taken by the Ethics Committee.

Adopted: October 1, 1995
Amended: May 15, 1996
         May 1, 1997
         June 12, 1998
         June 2, 1999
         March 14, 2000


<PAGE>



                                   APPENDIX A

DEFINITIONS

"ETHICS SUPERVISOR" means the persons designated from time to time by the Ethics
Committee to administer the Code, who currently are:
<TABLE>
<CAPTION>
<S>                                        <C>
- ---------------------------------------------------------------------------------------------------------------
Barbara Brooke                           Schroders U.S. Holdings Inc.
Manning for:                             Schroder Investment Management North America Inc. (New
(alts: ) Evett Lawrence                  York and Mexico City)
         Brian Murphy                    Schroder Investment Management North America Ltd. (Toronto
                                         only)
- ---------------------------------------------------------------------------------------------------------------
Barbara Brooke                           Schroder Fund Advisors Inc.
Manning for:                             Schroder Capital Funds
(alt: Sandra Poe)                        Schroder. Investment Management North America Inc. (New
                                         York)
                                         Schroder Capital Funds (Delaware)
                                         Schroder Series Trust
- ---------------------------------------------------------------------------------------------------------------
Paul Martin for:                         Schroder Investment Management North America Inc. (London)
                                         Schroder Investment Management North America Limited
                                         (London)
                                         Schroder Investment Management International Limited
- ---------------------------------------------------------------------------------------------------------------
</TABLE>

"ETHICS  COMMITTEE"  means the  committee  designated  by the US Schroder  Group
Companies from time to time, which currently comprises:

                                    Jeremy Willoughby(Chairman)
                                    Richard Foulkes
                                    Barbara Brooke Manning
                                    Richard Mountford
                                    Andrew Smethurst
                                    Mark Smith

"ACCESS  PERSON" will be divided into two  categories:  Level One Access  Person
means any  director,  officer or employee who is an Advisory  Person (as defined
herein) of SIM NA, SFA,  SI and the  Schroder  Funds.  All other  directors  and
officers are Level Two Access Persons.

"ADVISORY  PERSON" is any  employee  who, in  connection  with  his/her  regular
functions or duties,  makes,  participates in, or obtains information  regarding
the  purchase  or sale  of a  security  on  behalf  of any  advisory  client  or
information  regarding  securities under  consideration  for purchase or sale on
behalf of clients or whose functions relate to the making of any recommendations
with respect to such purchases or sales.

<PAGE>


A SECURITY IS "BEING  CONSIDERED FOR PURCHASE OR SALE" when a recommendation  to
purchase or sell a security has been made or  communicated  and, with respect to
the person  making the  recommendation,  when such  person  seriously  considers
making such a recommendation.

"COVERED  ACCOUNT"  is an account  in which  securities  are owned by you.  This
includes IRA accounts. Under the Policy, accounts held by your spouse (including
his/her IRA accounts), minor children and other members of your immediate family
(children,  stepchildren,  grandchildren,  parents, step parents,  grandparents,
siblings,  in-laws and adoptive relationships) who share your household are also
considered  your  accounts.  In addition,  accounts  maintained by your domestic
partner (an unrelated adult with whom you share your home and contribute to each
other's support) are considered your accounts under this Policy.

If you are in any doubt as to whether an account falls within this definition of
Covered Account, please see Compliance.  Further, if you believe that there is a
reason that you are unable to comply with the Policy,  for example,  your spouse
works for another regulated firm, you make seek a waiver from Compliance.

"COVERED  SECURITIES"  generally  means  stocks,  bonds  and  options.  The same
limitations pertain to transactions in a security related to a Covered Security,
such as an  option  to  purchase  or sell a Covered  Security  and any  security
convertible into or exchangeable for a Covered Security.

NOT COVERED BY THIS POLICY ARE:

o securities  which  are  direct  obligations  of the  U.S.   Government  (i.e.,
  Treasuries)
o any debt security directly guaranteed by any OECD member Government
o bankers'  acceptances,  bank   certificates  of  deposit,  commercial   paper,
  repurchase agreements and other  high  quality short-term debt instruments (6)
o shares or units in any open-end US registered investment company (mutual fund)
o shares of any uk authorized unit trust(7)

"DISINTERESTED  DIRECTOR/TRUSTEE"  means a Director or Trustee of the any of the
Schroder Funds who is not an "interested person" of the Funds within the meaning
of Section 2(a)(19) of the Investment Company Act or the rules thereunder.

- --------
1 High  quality  short-term  debt  instruments  means  any  instrument  having a
maturity  at  issuance  of less  than 366 days and  which is rated in one of the
highest two rating  categories  by a Nationally  Recognized  Statistical  Rating
Organization,  or which is unrated but is of comparable  quality.  2 Please note
that Schroder Unit Trusts  Limited does not currently  accept  investments by US
Persons into Schroders UK authorized unit trusts.

<PAGE>

"US SCHRODER GROUP RESTRICTED  LIST" means a list of securities  determined from
time to time by the Ethics  Committee,  in  accordance  with  provisions  of the
Insider Trading Policy,  to be inappropriate for trading by personnel covered by
this Code and,  in  certain  circumstances,  by any client  portfolio  of any US
Schroder Group Company.

<PAGE>





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