VANGUARD SPECIALIZED PORTFOLIOS INC
485BPOS, 2000-05-23
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM N-1A

                   REGISTRATION STATEMENT (NO. 2-88116) UNDER
                           THE SECURITIES ACT OF 1933

                           PRE-EFFECTIVE AMENDMENT NO.

                        POST-EFFECTIVE AMENDMENT NO. 28

                                       AND

               REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
                                  ACT OF 1940

                                AMENDMENT NO. 30

                           VANGUARD SPECIALIZED 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 AMENDMENT BECOME EFFECTIVE:
             ON MAY 31, 2000, PURSUANT TO PARAGRAPH (B) OF RULE 485.


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                                                                VANGUARD(R)
                                                                ENERGY
                                                                FUND

                                                                Prospectus
                                                                May 31, 2000

This prospectus contains
financial data for the
Fund through the
fiscal year ended
January 31, 2000.

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

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VANGUARD ENERGY FUND
Prospectus
May 31, 2000

An Aggressive Stock Mutual Fund

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  CONTENTS
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  1 FUND PROFILE                            13 FINANCIAL HIGHLIGHTS

  3 ADDITIONAL INFORMATION                  15 INVESTING WITH VANGUARD

  4 A WORD ABOUT RISK                          15 Services and Account Features

  4 WHO SHOULD INVEST                          16 Types of Accounts

  5 PRIMARY INVESTMENT STRATEGIES              17 Buying Shares

  9 THE FUND AND VANGUARD                      19 Redeeming Shares

 10 INVESTMENT ADVISER                         22 Transferring Registration

 11 DIVIDENDS, CAPITAL GAINS, AND TAXES        23 Fund and Account Updates

 12 SHARE PRICE                             GLOSSARY (inside back cover)
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WHY READING THIS PROSPECTUS IS IMPORTANT

This prospectus explains the objective, risks, and strategies of Vanguard Energy
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.
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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.

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1

FUND PROFILE

The following profile summarizes key features of Vanguard Energy Fund.

INVESTMENT OBJECTIVE
The Fund seeks to provide long-term capital appreciation.

INVESTMENT STRATEGIES
The Fund  invests at least 80% of its assets in the common  stocks of  companies
engaged in  energy-related  activities,  such as: production and transmission of
energy or energy fuels;  the making of component  products for such  activities;
energy  research;  and energy  conservation or pollution  control.  In selecting
stocks,  the adviser uses a "bottom up" approach,  where stocks are chosen based
on the adviser's estimates of fundamental investment value.

PRIMARY RISKS
THE FUND'S TOTAL RETURN,  LIKE STOCK PRICES  GENERALLY,  WILL FLUCTUATE WITHIN A
WIDE RANGE, SO AN INVESTOR COULD LOSE MONEY OVER SHORT OR EVEN LONG PERIODS. The
Fund is also subject to:
- -    Industry  concentration  risk,  which is the chance that the Fund's returns
     could be hurt  significantly by problems  affecting a particular  industry.
     Because more than 80% of the Fund's holdings  typically are invested in the
     energy  and  energy-related  industries,  the  Fund's  performance  can  be
     significantly  affected,  for better or for worse, by developments in those
     industries.
- -    Manager risk,  which is the chance that poor security  selection will cause
     the Fund to underperform other funds with similar investment objectives.
- -    Investment  style  risk,  which is the chance that  returns  from small- or
     mid-capitalization  stocks--which  constitute a significant  portion of the
     energy and energy-related  industries--will  trail returns from other asset
     classes or the overall stock market. Small- and mid-cap stocks historically
     have been more  volatile in price than the  large-cap  stocks that dominate
     the S&P 500 Index, and perform differently from the overall stock market.

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2

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

      ----------------------------------------------------
                         ANNUAL TOTAL RETURNS
      ----------------------------------------------------
                         1990          -1.37%
                         1991           0.28%
                         1992           6.10%
                         1993          26.52%
                         1994          -1.63%
                         1995          25.32%
                         1996          34.00%
                         1997          14.89%
                         1998         -20.53%
                         1999          20.98%
      ----------------------------------------------------
      The Fund's year-to-date return as of the most recent
      calendar quarter ended March 31, 2000, was 12.14%.
      ----------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was 21.39%  (quarter  ended March 31, 1993) and the lowest  return for a
quarter was -14.20% (quarter ended September 30, 1998).

      --------------------------------------------------------------------
        AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
      --------------------------------------------------------------------
                                          1 YEAR    5 YEARS     10 YEARS
      --------------------------------------------------------------------
      Vanguard Energy Fund                20.98%     13.15%        9.25%
      S&P 500 Index                       21.04      28.56        18.21
      Average Natural Resources Fund*     30.68       9.43         6.05
      --------------------------------------------------------------------
      * Derived from data provided by Lipper Inc.
      --------------------------------------------------------------------

FEES AND EXPENSES
The following  table  describes the fees and expenses you may pay if you buy and
hold shares of the Fund. The expenses shown under Annual Fund Operating Expenses
are based upon those incurred in the fiscal year ended January 31, 2000.

      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:                                                      1%*

      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the Fund's assets)
      Management Expenses:                                              0.44%
      12b-1 Distribution Fee:                                            None
      Other Expenses:                                                   0.04%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                            0.48%

     *The 1% fee applies to shares redeemed  (either by selling or exchanging to
      another fund) within one year of purchase. The fee is withheld from
      redemption proceeds and retained by the Fund. Shares held for one year or
      more are NOT subject to the 1% fee.

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3

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

- -------------------------------------------------
  1 YEAR      3 YEARS    5 YEARS      10 YEARS
- -------------------------------------------------
   $49         $154       $269          $604
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     THIS  EXAMPLE  SHOULD NOT BE  CONSIDERED  TO REPRESENT  ACTUAL  EXPENSES OR
PERFORMANCE  FROM THE PAST OR FOR THE  FUTURE.  ACTUAL  FUTURE  EXPENSES  MAY BE
HIGHER OR LOWER THAN THOSE SHOWN.

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                                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. Vanguard Energy Fund's expense ratio in fiscal year 2000 was 0.48%, or
$4.80 per $1,000 of average net assets.  The average  natural  resources  mutual
fund had  expenses in 1999 of 1.95%,  or $19.50 per $1,000 of average net assets
(derived  from data  provided by Lipper Inc.,  which  reports on the mutual fund
industry).  Management  expenses,  which  are one  part of  operating  expenses,
include investment advisory fees as well as other costs of managing a fund--such
as account maintenance,  reporting,  accounting, legal, and other administrative
expenses.
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                                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.
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ADDITIONAL INFORMATION

DIVIDENDS AND CAPITAL GAINS           MINIMUM INITIAL INVESTMENT
Distributed annually in December.     $3,000; $1,000 for IRAs and custodial
                                      accounts for minors
INVESTMENT ADVISER
Wellington Management Company, LLP,   NEWSPAPER ABBREVIATION
Boston, Mass., since inception        Energy

INCEPTION DATE                        VANGUARD FUND NUMBER
May 23, 1984                          051

NET ASSETS AS OF JANUARY 31, 2000     CUSIP NUMBER
$973 million                          921908109

SUITABLE FOR IRAS                     TICKER SYMBOL
Yes                                   VGENX
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4

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A WORD ABOUT RISK

This prospectus describes risks you would face as an investor in Vanguard Energy
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.
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WHO SHOULD INVEST

The Fund may be a suitable investment for you if:
- -    You wish to add a  value-oriented  stock  fund to your  existing  holdings,
     which could include other stock  investments as well as bond, money market,
     and tax-exempt investments.
- -    You are seeking growth of capital over the long term--at least five years.
- -    You  are  seeking  an  investment  that  may  perform  differently  from  a
     diversified stock or bond fund.

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

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                                PLAIN TALK ABOUT
                             COSTS AND MARKET-TIMING

Some   investors  try  to  profit  from   market-timing--switching   money  into
investments  when they  expect  prices to rise,  and taking  money out when they
expect  the  market  to fall.  As money is  shifted  in and out,  a fund  incurs
expenses  for buying and selling  securities.  These costs are borne by all fund
shareholders,  including the long-term  investors who do not generate the costs.
Therefore,  the Fund  discourages  short-term  trading by,  among other  things,
limiting the number of exchanges it permits.
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     The Fund has adopted the following  policies,  among others,  to discourage
short- term trading:
- -    The Fund  reserves  the right to  reject  any  purchase  request--including
     exchanges from other  Vanguard  funds--that it regards as disruptive to the
     efficient  management  of the Fund.  A purchase  request  could be rejected
     because  of the  timing  of the  investment  or  because  of a  history  of
     excessive trading by the investor.
- -    The Fund  imposes a 1%  redemption  fee on shares that are  redeemed by any
     method within one year of purchase.
- -    There is a limit on the  number of times you can  exchange  into and out of
     the Fund (see "Redeeming Shares" in the INVESTING WITH VANGUARD section).
- -    The Fund reserves the right to stop offering shares at any time.

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5

PRIMARY INVESTMENT STRATEGIES

This section explains the strategies that the investment adviser uses in pursuit
of the Fund's  objective,  long-term  growth of  capital.  The  Fund's  Board of
Trustees  oversees the  management  of the Fund,  and may change the  investment
strategies in the interest of shareholders.  In addition, this section discusses
several important  risks--investment  style risk,  industry  concentration risk,
stock market risk,  manager risk,  country  risk,  and currency  risk--faced  by
investors in the Fund.

MARKET EXPOSURE
The Fund  invests at least 80% of its assets in the common  stocks of  companies
engaged in  energy-related  activities,  such as: production and transmission of
energy or energy fuels;  the making of component  products for such  activities;
energy  research;  and energy  conservation  or  pollution  control.  The Fund's
investments,  in  aggregate,  tend to be  classified  as mid-cap  value-oriented
stocks.

[FLAG] THE FUND IS SUBJECT TO  INVESTMENT  STYLE RISK,  WHICH IS THE CHANCE THAT
     RETURNS  FROM  SMALL-  OR  MID-CAPITALIZATION  STOCKS--WHICH  CONSTITUTE  A
     SIGNIFICANT PORTION OF THE ENERGY AND ENERGY-RELATED INDUSTRIES--WILL TRAIL
     RETURNS FROM OTHER ASSET CLASSES OR THE OVERALL  STOCK  MARKET.  SMALL- AND
     MID-CAP  STOCKS  HISTORICALLY  HAVE BEEN MORE  VOLATILE  IN PRICE  THAN THE
     LARGE-CAP STOCKS THAT DOMINATE THE S&P 500 INDEX,  AND PERFORM  DIFFERENTLY
     FROM THE OVERALL STOCK MARKET.

     The Fund faces the risk that  earnings and  dividends  of energy  companies
will be greatly  affected by changes in the prices and supplies of oil and other
energy fuels. Prices and supplies can fluctuate significantly over short periods
due to a variety  of  factors,  including:  changes in  international  politics;
policies  of  the  Organization  of  Petroleum   Exporting   Countries   (OPEC);
relationships  among OPEC members and between OPEC and oil-  importing  nations;
energy conservation; the regulatory environment;  governmental tax policies; and
the economic growth and stability of the main energy-consuming countries.

[FLAG] THE FUND IS SUBJECT TO INDUSTRY  CONCENTRATION  RISK, WHICH IS THE CHANCE
     THAT THE FUND'S  PERFORMANCE CAN BE SIGNIFICANTLY  AFFECTED,  FOR BETTER OR
     WORSE, BY DEVELOPMENTS IN THE ENERGY INDUSTRY.

     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.

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

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6

     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.
     Keep in  mind  that  the S&P 500  Index  tracks  mainly  large-cap  stocks.
Historically,  industry  specific  mid-cap stocks such as those held by the Fund
have been more  volatile  than--and at times have  performed  quite  differently
from--the  large-cap  stocks found in the S&P 500 Index.  This is due to several
factors,  including special industry risks and less-certain  growth and dividend
prospects for smaller companies.

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                                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, on average,  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.
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[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.

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                                PLAIN TALK ABOUT
                          GROWTH FUNDS AND VALUE FUNDS

Growth  investing  and value  investing  are two styles  employed  by stock fund
managers.   Growth  funds  generally   focus  on  companies   believed  to  have
above-average  potential  for growth in revenue  and  earnings.  Reflecting  the
market's high  expectations for superior growth,  such stocks typically have low
dividend  yields  and  above-average  prices in  relation  to such  measures  as
revenue,  earnings,  and book value.  Value funds generally  emphasize stocks of
companies  from which the market does not expect  strong  growth.  The prices of
value stocks  typically are  below-average  in  comparison  with such factors as
earnings and book value, and these stocks typically have above-average  dividend
yields.  Growth and value stocks have, in the past,  produced similar  long-term
returns,  though each  category has periods when it  outperforms  the other.  In
general,  growth funds appeal to investors  who will accept more  volatility  in
hopes of a greater  increase  in share  price.  Growth  funds also may appeal to
investors with taxable accounts who want a higher  proportion of returns to come
as capital gains (which may be taxed at lower rates than dividend income). Value
funds, by contrast,  are appropriate for investors who want some dividend income
and the  potential  for capital  gains,  but are less  tolerant  of  share-price
fluctuations.
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7

SECURITY SELECTION
The  investment  strategy of the Fund is designed  to provide  returns  that are
broadly  representative  of the energy sector. To achieve this, the Fund invests
in the  common  stocks of  companies  engaged  in the  following  energy-related
activities: the production, transmission, marketing, control, and measurement of
energy or energy fuels;  the making of component  products for such  activities;
energy   research  or   experimentation;   and  activities   related  to  energy
conservation and pollution  control.  These activities may involve newer sources
of  energy,  such as  geothermal,  nuclear,  and  solar  power,  as well as more
traditional  sources of  energy,  such as oil,  natural  gas,  and coal.  As new
sources of energy are developed and current methods of exploiting and developing
energy are advanced,  companies in these new areas will also be  considered  for
the Fund.  However,  the Fund will not purchase  the stocks of electric  utility
companies,  although it may invest in natural gas  distributors  and natural gas
pipeline concerns.
     In  selecting  stocks,   Wellington  Management  Company,  LLP  (Wellington
Management),  adviser to the Fund,  uses a "bottom up"  approach in which stocks
are chosen based on the  adviser's  estimate of  fundamental  investment  value.
Because the energy sector often has large  write-offs for  exploration  charges,
fundamental  investment  value  is  often  determined  by cash  flow  and  asset
valuations  in addition to earnings  valuations.  A security  will  generally be
considered appropriate if (as determined by the investment adviser) at least 50%
of the issuer's assets,  revenues, or net income is related to, or derived from,
the energy  industry.  Also, a security  will be sold when the adviser  believes
that  an   alternative   investment   provides   more   attractive   risk/return
characteristics.

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

     The Fund is generally managed without regard to tax ramifications.

OTHER INVESTMENT POLICIES AND RISKS
The Fund may invest up to 30% of its assets in foreign  stocks.  The  ability to
invest  internationally  expands the investment  opportunities  available to the
Fund, and may result in improved diversification and performance.

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                                PLAIN TALK ABOUT
                      THE RISKS OF INTERNATIONAL INVESTING

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

<PAGE>

8

[FLAG] BECAUSE OF ITS FOREIGN  INVESTMENTS,  THE FUND IS SUBJECT TO COUNTRY RISK
     AND CURRENCY RISK.  COUNTRY RISK IS THE CHANCE THAT POLITICAL  EVENTS (SUCH
     AS A WAR),  FINANCIAL  PROBLEMS  (SUCH AS GOVERNMENT  DEFAULT),  OR NATURAL
     DISASTERS (SUCH AS AN EARTHQUAKE) WILL WEAKEN A COUNTRY'S ECONOMY AND CAUSE
     INVESTMENTS IN THAT COUNTRY TO LOSE MONEY. CURRENCY RISK IS THE CHANCE THAT
     A  "STRONGER"  U.S.  DOLLAR WILL REDUCE  RETURNS  FOR  AMERICANS  INVESTING
     OVERSEAS.  GENERALLY,  WHEN THE  DOLLAR  RISES IN VALUE  AGAINST  A FOREIGN
     CURRENCY,  YOUR INVESTMENT IN THAT COUNTRY LOSES VALUE BECAUSE ITS CURRENCY
     IS WORTH FEWER U.S. DOLLARS.

     The Fund may purchase forward foreign currency  exchange  contracts to help
protect its holdings against unfavorable short-term changes in exchange rates. A
forward  currency  exchange  contract is an agreement to buy or sell a country's
currency at a specific price on a specific  date,  usually 30, 60, or 90 days in
the future. In other words, the contract  guarantees an exchange rate on a given
date.  Managers of funds that invest in foreign  stocks use these  contracts  to
guard  against  sudden,  unfavorable  changes  in U.S.  dollar/foreign  currency
exchange rates. These contracts will not, however, prevent the Fund's securities
from falling in value during foreign market downswings.  Note that the Fund will
not  enter  into  such  contracts  for   speculative   purposes.   Under  normal
circumstances,  the Fund will not commit  more than 20% of its assets to forward
currency exchange contracts.
     The Fund may invest in futures contracts and options, which are traditional
types of  derivatives.  Losses (or gains)  involving  futures can  sometimes  be
substantial--in  part  because a  relatively  small price  movement in a futures
contract may result in an immediate and substantial loss (or gain) for a fund.
     The Fund will not use derivatives for speculative  purposes or as leveraged
investments  that magnify gains or losses.  In addition,  the Fund's  obligation
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.

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                                PLAIN TALK ABOUT
                                   DERIVATIVES

A derivative is a financial contract whose value is based on (or "derived" from)
a  traditional  security  (such  as a stock  or a  bond),  an  asset  (such as a
commodity like gold), or a market index (such as the S&P 500 Index).  Some forms
of  derivatives,  such as  exchange-traded  futures and  options on  securities,
commodities,  or indexes, have been trading on regulated exchanges for more than
two decades.  These types of  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
other types of derivatives that may be more specialized or complex.  If used for
speculation  or as leveraged  investments,  derivatives  can carry  considerable
risks.
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<PAGE>

9

TEMPORARY INVESTMENT MEASURES
The  Fund  may  temporarily  depart  from its  normal  investment  policies--for
instance,   by  investing   substantially  in  cash  reserves--in   response  to
extraordinary market, economic, political, or other conditions. In doing so, the
Fund may succeed in avoiding losses but otherwise fail to achieve its investment
objective.

TURNOVER RATE
Although the Fund  generally  seeks to invest for the long term,  it retains the
right to sell  securities  regardless of how long the securities have been held.
The Fund's  average  turnover rate for the past five years has been about 19%. A
turnover  rate of 100% would occur,  for example,  if the Fund sold and replaced
securities valued at 100% of its net assets within a one-year period.

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                                  TURNOVER RATE

Before  investing in a mutual fund,  you should review its turnover  rate.  This
gives an  indication  of how  transaction  costs could affect the fund's  future
returns.  In general,  the greater the volume of buying and selling by the fund,
the greater the impact that brokerage  commissions and other  transaction  costs
will have on its return. Also, funds with high turnover rates may be more likely
to generate  capital gains that must be  distributed to  shareholders  as income
subject to taxes.  As of January 31,  2000,  the average  turnover  rate for all
natural resources funds was approximately 122%, according to Morningstar, Inc.
- --------------------------------------------------------------------------------

THE FUND'S REDEMPTION FEE
The Fund charges a redemption  fee on shares that are redeemed  before they have
been held for one year.  This fee also  applies  when  shares  are  redeemed  by
exchange  to  another  Vanguard  fund.  Unlike a sales  charge or load paid to a
broker or fund  management  company,  the redemption fee is paid directly to the
fund to offset the costs of buying and  selling  securities.  The fee,  which is
intended to discourage short-term trading, ensures that short-term investors pay
their share of the fund's transaction costs and that long-term  investors do not
subsidize the activities of short-term traders.

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>

10

- --------------------------------------------------------------------------------
                                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 Fund employs Wellington Management Company, LLP (Wellington Management),  75
State Street, Boston, MA 02109, as its investment advisor. Wellington Management
is an  investment  advisory  firm  founded  in 1928.  As of  January  31,  2000,
Wellington Management managed more than $235 billion in assets, including all or
part of 14 Vanguard funds.
     Wellington  Management's advisory fee is paid quarterly.  This fee is based
on certain  annual  percentage  rates  applied to the Fund's  average  month-end
assets  for each  quarter.  For the fiscal  year ended  January  31,  2000,  the
advisory fees of the Energy Fund  represented an effective  annual rate of 0.06%
of the Fund's average net assets.
     The Fund has  authorized the adviser to choose brokers or dealers to handle
the purchase and sale of securities  for the Fund, and to get the best available
price and most  favorable  execution  from  these  brokers  with  respect to all
transactions.  In the interest of obtaining  better  execution of a transaction,
Wellington Management may choose brokers who charge higher commissions.  If more
than one broker can obtain the best available price and most favorable execution
of a transaction,  then  Wellington  Management is authorized to choose a broker
who, in addition to executing the transaction, will provide research services to
Wellington  Management or the Fund. 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.
     The Board of Trustees may, without prior approval from shareholders, change
the terms of an advisory agreement or hire a new investment adviser--either as a
replacement for an existing adviser or as an additional adviser. Any significant
change in the Fund's advisory  arrangements will be communicated to shareholders
in writing. In addition, as the Fund's sponsor and overall manager, The Vanguard
Group may provide investment advisory services to the Fund, on an at-cost basis,
at any time.

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

The individual primarily responsible for overseeing the Fund's investments is:

ERNST H. VON  METZSCH,  CFA,  Senior Vice  President  and Partner of  Wellington
Management;  Fund  Manager  since the Fund's  inception  in 1984;  has worked in
investment  management since 1971; with Wellington Management since 1973; M.Sc.,
University of Leiden, Holland; Ph.D., Harvard University.
- --------------------------------------------------------------------------------

<PAGE>

11

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.
- -    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 or 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: n provide us with
your  correct  taxpayer  identification  number;  n  certify  that the  taxpayer
identification  number is  correct;  and n confirm  that you are not  subject to
backup withholding.  Similarly,  Vanguard must withhold from your account if the
IRS instructs us to do so.

<PAGE>

12

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

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

Unless you are investing through a tax-deferred  retirement  account (such as an
IRA),  you  should  avoid  buying  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).  Net asset  value per share is computed by adding up the total value of
the Fund's  investments  and other assets,  subtracting  any of its  liabilities
(debts), and then dividing by the number of Fund shares outstanding:

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

     Knowing the daily net asset value is useful to you as a shareholder because
it indicates the current value of your investment. The Fund's NAV, multiplied by
the  number of  shares  you own,  gives you the  dollar  amount  you would  have
received had you sold all of your shares back to the Fund that day.
     A NOTE ON PRICING:  The Fund's  investments  will be priced at their market
value when market  quotations are readily  available.  When these quotations are
not  readily  available,  investments  will  be  priced  at  their  fair  value,
calculated according to procedures adopted by the Fund's Board of Trustees.  The
Fund also may use fair value pricing if the value of a security held by the Fund
is  materially  affected  by events  occurring  after  the close of the  primary
markets or  exchanges  on which such  security is traded.  In these  situations,
prices used by the Fund to calculate  its net asset value may differ from quoted
or published prices for the securities.

<PAGE>

13

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

FINANCIAL HIGHLIGHTS

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

- --------------------------------------------------------------------------------
                                              VANGUARD ENERGY FUND
                                             YEAR ENDED JANUARY 31,
                        --------------------------------------------------------
                          2000        1999         1998        1997        1996
- --------------------------------------------------------------------------------
NET ASSET VALUE,
 BEGINNING OF YEAR      $17.16      $22.68       $23.44      $17.19      $13.82
- --------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income    .355         .33          .32         .25         .27
 Net Realized and
  Unrealized Gain (Loss)
  on Investments         4.080       (5.08)         .57        6.64        3.68
                        --------------------------------------------------------
   Total from Investment
    Operations           4.435       (4.75)         .89        6.89        3.95
                        --------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net
  Investment Income      (.355)       (.35)        (.32)       (.24)       (.28)
 Distributions from
  Realized Capital Gains    --        (.42)       (1.33)       (.40)       (.30)
                        --------------------------------------------------------
   Total Distributions   (.355)       (.77)       (1.65)       (.64)       (.58)
- --------------------------------------------------------------------------------
NET ASSET VALUE, END
 OF YEAR                $21.24      $17.16       $22.68      $23.44      $17.19
- --------------------------------------------------------------------------------

TOTAL RETURN*           25.83%     -21.20%        3.80%      40.32%      28.68%
- --------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of
  Year (Millions)         $973        $760       $1,090        $989        $505
 Ratio of Total
  Expenses to Average
  Net Assets             0.48%       0.41%        0.38%       0.39%       0.51%
 Ratio of Net
  Investment Income to
  Average Net Assets     1.63%       1.46%        1.36%       1.36%       1.55%
 Turnover Rate             18%         22%          19%         15%         21%
- --------------------------------------------------------------------------------
*Total return figures do not reflect the 1% fee assessed on redemptions of
 shares held for less than one year.

<PAGE>

14

FINANCIAL HIGHLIGHTS (CONTINUED)

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

The Fund began  fiscal 2000 with a net asset value  (price) of $17.16 per share.
During  the year,  the Fund  earned  $0.355  per share  from  investment  income
(interest  and  dividends)  and  $4.08  per  share  from  investments  that  had
appreciated  in value or that were sold for higher prices than the Fund paid for
them.

Shareholders received $0.355 per share in the form of dividend and capital gains
distributions.  A portion of each year's  distributions  may come from the prior
year's income or capital gains.

The  earnings  ($4.435  per share)  minus the  distributions  ($0.355 per share)
resulted in a share price of $21.24 at the end of the year. This was an increase
of $4.08 per share (from  $17.16 at the  beginning  of the year to $21.24 at the
end of the year).  For a shareholder  who  reinvested the  distributions  in the
purchase of more shares, the total return from the Fund was 25.83% for the year.

As of January 31, 2000,  the Fund had $973 million in net assets.  For the year,
its  expense  ratio was 0.48%  ($4.80  per  $1,000 of net  assets),  and its net
investment  income  amounted to 1.63% of its  average  net  assets.  It sold and
replaced securities valued at 18% of its net assets.
- --------------------------------------------------------------------------------


"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>

15

- --------------------------------------------------------------------------------
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 [BOOK]. 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 [BOOK]
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 [BOOK]
Automatic  method for  moving a fixed  amount of money  from one  Vanguard  fund
account to another.
- --------------------------------------------------------------------------------
VANGUARD FUND EXPRESS(R) [BOOK]
Electronic  method for buying or selling shares.  You can transfer money between
your  Vanguard  fund account and an account at your bank,  savings and loan,  or
credit union on a systematic schedule or whenever you wish.
- --------------------------------------------------------------------------------
VANGUARD DIVIDEND EXPRESS(R) [BOOK]
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) [BOOK]
Toll-free  24-hour access to Vanguard fund and account  information--as  well as
some  transactions--by  using any touch-tone phone.  Tele-Account provides total
return,  share price, price change, and yield quotations for all Vanguard funds;
gives your account balances and history (e.g., last transaction, latest dividend
distribution);  and  allows  you to sell or  exchange  shares  to and from  most
Vanguard funds.
- --------------------------------------------------------------------------------
ONLINE TRANSACTIONS 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>

16

- -    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 [BOOK]
Invest assets held in an existing personal trust.
- --------------------------------------------------------------------------------
FOR INDIVIDUAL RETIREMENT ACCOUNTS [BOOK]
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 [BOOK]
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>

17

BUYING SHARES

You buy your shares at the Fund's next-determined net asset value after Vanguard
receives your request.  As long as your request is received  before the close of
regular trading on the New York Stock Exchange,  generally 4 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-51
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 . . . [PHONE]
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>

18

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 Energy Fund-51
[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>

19

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 21.

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.
- --------------------------------------------------------------------------------
A NOTE ON REDEMPTION FEES
The Fund imposes a 1%  redemption  fee on shares that are redeemed by any method
within one year of  purchase. From time to time, the Fund may determine to waive
or modify the redemption fee for certain categories of redemptions.
- --------------------------------------------------------------------------------
NOTE:  Once a redemption  is initiated  and a  confirmation  number  given,  the
transaction CANNOT be canceled.
- --------------------------------------------------------------------------------

HOW TO REQUEST A REDEMPTION
You can request a  redemption  from your Fund  account in any one of three ways:
online, by telephone, or by mail.
     The Vanguard funds whose shares you cannot  exchange online or by telephone
are:  VANGUARD U.S. STOCK INDEX FUNDS,  VANGUARD  BALANCED INDEX FUND,  VANGUARD
INTERNATIONAL  STOCK INDEX FUNDS,  VANGUARD REIT INDEX FUND, and VANGUARD GROWTH
AND INCOME FUND. These funds do, however,  permit online and telephone exchanges
within  IRAs and other  retirement  accounts.  If you sell shares of these funds
online, a redemption check will be sent to your address of record.
- --------------------------------------------------------------------------------
ONLINE REQUESTS www.vanguard.com [COMPUTER]
You can use your personal  computer to sell or exchange  shares of most Vanguard
funds by accessing our website.  To establish  this  service,  you must register
through our website.  We will then mail you an account access password that will
enable  you to sell  or  exchange  shares  online  (as  well  as  perform  other
transactions).
- --------------------------------------------------------------------------------
TELEPHONE REQUESTS [PHONE]
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.

<PAGE>

20

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

Vanguard Tele-Account     Client Services
1-800-662-6273            1-800-662-2739
- --------------------------------------------------------------------------------
SPECIAL  INFORMATION:  We will automatically  establish the telephone redemption
option for your  account,  unless you instruct us  otherwise  in writing.  While
telephone  redemption is easy and convenient,  this account  feature  involves a
risk of loss from  unauthorized or fraudulent  transactions.  Vanguard will take
reasonable  precautions  to protect your  account from fraud.  You should do the
same by keeping your account information  private and immediately  reviewing any
account  statements  that  we  send  to  you.  Make  sure  to  contact  Vanguard
immediately about any transaction you believe to be unauthorized.
- --------------------------------------------------------------------------------
We reserve the right to refuse a telephone redemption if the caller is unable to
provide:
- -    The ten-digit account number.
- -    The name and address exactly as registered on the account.
- -    The primary Social Security or employer identification number as registered
     on the account.
- -    The Personal  Identification  Number (PIN),  if applicable  (for  instance,
     Tele-Account).
     Please note that Vanguard will not be  responsible  for any account  losses
due to telephone  fraud, so long as we have taken reasonable steps to verify the
caller's identity.  If you wish to remove the telephone  redemption feature from
your account, please notify us in writing.
- --------------------------------------------------------------------------------
A NOTE ON UNUSUAL CIRCUMSTANCES
Vanguard  reserves the right to revise or  terminate  the  telephone  redemption
privilege at any time,  without notice.  In addition,  Vanguard can stop selling
shares or postpone  payment at times when the New York Stock  Exchange is closed
or under any emergency  circumstances  as determined by the U.S.  Securities and
Exchange Commission.  If you experience difficulty making a telephone redemption
during  periods  of  drastic  economic  or market  change,  you can send us your
request  by  regular or express  mail.  Follow  the  instructions  on selling or
exchanging shares by mail in this section.
- --------------------------------------------------------------------------------
MAIL REQUESTS [ENVELOPE]
All Account Types Except Retirement:
Send a letter of instruction signed by all registered  account holders.  Include
the fund name and  account  number and (if you are  selling) a dollar  amount or
number  of shares  OR (if you are  exchanging)  the name of the fund you want to
exchange  into and a dollar  amount or number of  shares.  To  exchange  into an
account  with a different  registration  (including a different  name,  address,
taxpayer identification number, or account type), you must provide Vanguard with
written  instructions  that  include the  guaranteed  signatures  of all current
owners of the fund from which you wish to redeem.

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

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

<PAGE>

21

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

For clients of Vanguard's Institutional Division . . .

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

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

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

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

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

<PAGE>

22

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

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

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

TRANSFERRING REGISTRATION

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

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

<PAGE>

23

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 [BOOK]
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 March and September 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 [BOOK]
Issued quarterly for most taxable accounts (accompanies your Portfolio Summary);
shows the average  cost of shares that you redeemed  during the  calendar  year,
using only the average cost single category method.
- --------------------------------------------------------------------------------

<PAGE>

                     (THIS PAGE INTENTIONALLY LEFT BLANK.)

<PAGE>

GLOSSARY OF INVESTMENT TERMS

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

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

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

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

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

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

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

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

INDUSTRY CONCENTRATION
Focusing on the  securities  of a specific  industry  (such as energy,  gold and
precious metals, or health care).

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

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

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

PRINCIPAL
The amount of money you put into an investment.

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

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

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

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

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

<PAGE>

                                               [THE VANGUARD GROUP(R) SHIP LOGO]

                                                     Post Office Box 2600
                                                     Valley Forge, PA 19482-2600
FOR MORE INFORMATION
If you'd like more information about
Vanguard Energy 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 1-202-942-8090. Reports and
other information about the Fund are
also available on the SEC's website
(www.sec.gov), or you can receive
copies of this information, for a fee,
by electronic request at the
following e-mail address:
[email protected], or by writing
the Public Reference Section,
Securities and Exchange
Commission, Washington, DC
20549-0102.

Fund's Investment Company Act
file number: 811-3916


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

P051N-052000


<PAGE>



                                                                VANGUARD(R) GOLD
                                                                AND PRECIOUS
                                                                METALS FUND

                                                                Prospectus
                                                                May 31, 2000

This prospectus contains
financial data for the
Fund through the
fiscal year ended
January 31, 2000.

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

<PAGE>

VANGUARD GOLD AND PRECIOUS METALS FUND
Prospectus
May 31, 2000

An Aggressive Stock Mutual Fund

- --------------------------------------------------------------------------------
  CONTENTS
- --------------------------------------------------------------------------------
  1 FUND PROFILE                            15 FINANCIAL HIGHLIGHTS

  3 ADDITIONAL INFORMATION                  17 INVESTING WITH VANGUARD

  4 A WORD ABOUT RISK                          17 Services and Account Features

  4 WHO SHOULD INVEST                          18 Types of Accounts

  5 PRIMARY INVESTMENT STRATEGIES              19 Buying Shares

 12 THE FUND AND VANGUARD                      21 Redeeming Shares

 12 INVESTMENT ADVISER                         24 Transferring Registration

 13 DIVIDENDS, CAPITAL GAINS, AND TAXES        25 Fund and Account Updates

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

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

This prospectus  explains the objective,  risks, and strategies of Vanguard Gold
and Precious  Metals 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.
- --------------------------------------------------------------------------------


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  Gold and Precious
Metals Fund.

INVESTMENT OBJECTIVE
The Fund seeks to provide long-term capital appreciation.

INVESTMENT STRATEGIES
The Fund  invests  at least 80% of its  assets  in the  stocks  of  foreign  and
domestic  companies  engaged  in  the  exploration,   mining,   marketing,   and
distribution  of (and  other  activities  related  to) gold,  silver,  platinum,
diamonds  or other  precious  and rare  metals and  minerals.  Up to 100% of the
Fund's assets may be invested in foreign securities. The Fund may also invest up
to 20% of its assets directly in gold,  silver,  or other precious metal bullion
and coins.

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.
Because  the Fund  invests a higher  percentage  of  assets  in its ten  largest
holdings than the average stock fund does,  the Fund is subject to the risk that
its  performance  may be hurt  disproportionately  by the  poor  performance  of
relatively few stocks. The Fund is also subject to:
- -    Industry  concentration  risk,  which is the chance that the Fund's returns
     could be hurt  significantly by problems  affecting a particular  industry.
     Because more than 80% of the Fund's holdings  typically are invested in the
     gold, silver, and other precious metals industries,  the Fund's performance
     can be significantly  affected, for better or for worse, by developments in
     those industries.
- -    Country risk,  which is the chance that domestic  events--such as political
     upheaval,   financial  troubles,  or  a  natural  disaster--will  weaken  a
     country's securities markets.
- -    Currency risk, which is the chance that investments in a particular country
     will  decrease  in value if the U.S.  dollar  rises in value  against  that
     country's currency.
- -    Manager risk,  which is the chance that poor security  selection will cause
     the Fund to underperform other funds with similar investment objectives.
- -    Investment  style  risk,  which is the chance that  returns  from small- or
     mid-capitalization  stocks--which  constitute a significant  portion of the
     industries  targeted  by the  Fund--will  trail  returns  from other  asset
     classes or the overall stock market. Small- and mid-cap stocks historically
     have been more  volatile in price than the  large-cap  stocks that dominate
     the S&P 500 Index, and perform differently from the overall stock market.

<PAGE>

2

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

      ----------------------------------------------------
                         ANNUAL TOTAL RETURNS
      ----------------------------------------------------
                         1990         -19.86%
                         1991           4.37%
                         1992         -19.41%
                         1993          93.36%
                         1994          -5.42%
                         1995          -4.48%
                         1996          -0.75%
                         1997         -38.92%
                         1998          -3.91%
                         1999          28.82%
      ----------------------------------------------------
      The Fund's year-to-date return as of the most recent
      calendar quarter ended March 31, 2000, was -19.15%.
      ----------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was 31.28%  (quarter  ended June 30,  1993) and the lowest  return for a
quarter was -28.74% (quarter ended December 31, 1997).

      -------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
      -------------------------------------------------------------------
                                  1 YEAR        5 YEARS         10 YEARS
      -------------------------------------------------------------------
      Vanguard Gold and Precious
       Metals Fund                 28.82%        -6.44%          -1.23%
      S&P 500 Index                21.04         28.56           18.21
      Salomon Smith Barney Global
       Gold Index*                 27.08         -7.68           -2.31
      -------------------------------------------------------------------
      *Morgan Stanley Capital International Gold Mines Index through
       December 31, 1994; Salomon Smith Barney Global Gold Index
       thereafter.
      -------------------------------------------------------------------

FEES AND EXPENSES
The following  table  describes the fees and expenses you may pay if you buy and
hold shares of the Fund. The expenses shown under Annual Fund Operating Expenses
are based upon those incurred in the fiscal year ended January 31, 2000.

      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:                                                     1%*

      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the Fund's assets)
      Management Expenses:                                              0.72%
      12b-1 Distribution Fee:                                            None
      Other Expenses:                                                   0.05%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                            0.77%

     *The 1% fee applies to shares redeemed (either by selling or exchanging to
      another fund) within one year of purchase. The fee is withheld from
      redemption proceeds and retained by the Fund. Shares held for one year or
      more are NOT subject to the 1% fee.

<PAGE>

3

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

- -------------------------------------------------
  1 YEAR      3 YEARS    5 YEARS      10 YEARS
- -------------------------------------------------
    $79        $246       $428         $954
- -------------------------------------------------

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

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                                  FUND EXPENSES

All mutual funds have operating  expenses.  These  expenses,  which are deducted
from a fund's gross  income,  are expressed as a percentage of the net assets of
the fund.  Vanguard Gold and Precious Metals Fund's expense ratio in fiscal year
2000 was  0.77%,  or $7.70  per  $1,000  of  average  net  assets.  The  average
gold-oriented mutual fund had expenses in 1999 of 1.95%, or $19.50 per $1,000 of
average net assets (derived from data provided by Lipper Inc.,  which reports on
the mutual fund industry).  Management expenses, which are one part of operating
expenses,  include investment advisory fees as well as other costs of managing a
fund--such  as account  maintenance,  reporting,  accounting,  legal,  and other
administrative expenses.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                             THE COSTS OF INVESTING

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

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

DIVIDENDS AND CAPITAL GAINS           MINIMUM INITIAL INVESTMENT
Distributed annually in December.     $3,000; $1,000 for IRAs and custodial
                                      accounts for minors

INVESTMENT ADVISER                    NEWSPAPER ABBREVIATION
M&G Investment Management Limited,    Gold
Minster Court, London, since
inception

INCEPTION DATE                        VANGUARD FUND NUMBER
May 23, 1984                          053

NET ASSETS AS OF JANUARY 31, 2000     CUSIP NUMBER
$341 million                          921908208

SUITABLE FOR IRAS                     TICKER SYMBOL
Yes                                   VGPMX
- --------------------------------------------------------------------------------

<PAGE>

4

- --------------------------------------------------------------------------------
A WORD ABOUT RISK

This  prospectus  describes risks you would face as an investor in Vanguard Gold
and Precious Metals 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 growth stock fund to your existing holdings,  which could
     include  other  stock  investments  as  well as  bond,  money  market,  and
     tax-exempt investments.
- -    You are seeking growth of capital over the long term--at least five years.
- -    You are  comfortable  with the  volatility  that  accompanies  growth-stock
     investing.
- -    You  are  seeking  an  investment  that  may  perform  differently  from  a
     diversified stock or bond fund.

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

     The Fund has adopted the following  policies,  among others,  to discourage
short- term trading:
- -    The Fund  reserves  the right to  reject  any  purchase  request--including
     exchanges from other  Vanguard  funds--that it regards as disruptive to the
     efficient  management  of the Fund.  A purchase  request  could be rejected
     because  of the  timing  of the  investment  or  because  of a  history  of
     excessive trading by the investor.
- -    The Fund  imposes a 1%  redemption  fee on shares that are  redeemed by any
     method within one year of purchase.
- -    There is a limit on the  number of times you can  exchange  into and out of
     the Fund (see "Redeeming Shares" in the INVESTING WITH VANGUARD section).
- -    The Fund reserves the right to stop offering shares at any time.

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                             COSTS AND MARKET-TIMING

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

<PAGE>

5

PRIMARY INVESTMENT STRATEGIES

This section explains the strategies that the investment adviser uses in pursuit
of the Fund's  objective,  long-term  growth of  capital.  The  Fund's  Board of
Trustees  oversees the  management  of the Fund,  and may change the  investment
strategies in the interest of shareholders.  In addition, this section discusses
several important  risks--investment  style risk,  industry  concentration risk,
stock market risk,  country risk,  currency  risk,  and manager  risk--faced  by
investors in the Fund.

MARKET EXPOSURE
The Fund  invests  at least 80% of its  assets  in the  stocks  of  foreign  and
domestic  companies  engaged  in  the  exploration,   mining,   marketing,   and
distribution  of (and  other  activities  related  to) gold,  silver,  platinum,
diamonds,  or other  precious  and rare metals and  minerals.  The Fund may also
invest up to 20% of its assets directly in gold, silver, or other precious metal
bullion  and coins.  The Fund  invests  mainly in small- and  mid-capitalization
growth stocks.

[FLAG] THE FUND IS SUBJECT TO  INVESTMENT  STYLE RISK,  WHICH IS THE CHANCE THAT
     RETURNS  FROM  SMALL-  OR  MID-CAPITALIZATION  STOCKS--WHICH  CONSTITUTE  A
     SIGNIFICANT  PORTION OF THE  INDUSTRIES  TARGETED BY THE  FUND--WILL  TRAIL
     RETURNS FROM OTHER ASSET CLASSES OR THE OVERALL  STOCK  MARKET.  SMALL- AND
     MID-CAP  STOCKS  HISTORICALLY  HAVE BEEN MORE  VOLATILE  IN PRICE  THAN THE
     LARGE-CAP STOCKS THAT DOMINATE THE S&P 500 INDEX,  AND PERFORM  DIFFERENTLY
     FROM THE OVERALL STOCK MARKET.

     The Fund is subject to the risk of sharp price volatility of gold and other
precious metals,  and of mining company shares.  Investments  related to gold or
other  precious  metals or minerals are  considered  speculative  and prices may
fluctuate  significantly  over  short  periods  due to a  variety  of  worldwide
economic,  financial, and political factors, including:  changes in inflation or
expectations about inflation in various countries; currency fluctuations;  metal
sales by  governments,  central banks,  or  international  agencies;  investment
speculation;  changes  in  industrial  and  commercial  demand;  and  government
prohibitions  or  restrictions  on the  private  ownership  of certain  precious
metals.

[FLAG] THE FUND IS SUBJECT TO INDUSTRY  CONCENTRATION  RISK, WHICH IS THE CHANCE
     THAT THE FUND'S  PERFORMANCE CAN BE SIGNIFICANTLY  AFFECTED,  FOR BETTER OR
     WORSE, BY DEVELOPMENTS IN THE GOLD AND PRECIOUS METALS INDUSTRY.

     In addition,  political and economic conditions in gold-producing countries
may  have  a  direct  effect  on  the  mining  and  distribution  of  gold,  and
consequently, on its price. The vast majority of gold producers are domiciled in
just five countries.  In order of magnitude,  they are: South Africa, the United
States, Australia, Canada, and Russia.

<PAGE>

6

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                              FUND DIVERSIFICATION

In general, the more diversified a fund's stock holdings,  the less likely it is
that a specific  stock's poor  performance  will hurt the fund. One measure of a
fund's  diversification  is the percentage of its assets  represented by its ten
largest  holdings.  The  average  U.S.  equity  mutual fund has about 34% of its
assets invested in its ten largest holdings,  while some less-diversified  funds
have more than 50% of their assets invested in the stocks of just ten companies.
As of January 31, 2000, the Fund had invested 67.9% of its assets in its top ten
holdings.
- --------------------------------------------------------------------------------

[FLAG] BECAUSE THE FUND INVESTS A HIGHER PERCENTAGE OF ASSETS IN ITS TEN LARGEST
     HOLDINGS THAN THE AVERAGE STOCK FUND DOES,  THE FUND IS SUBJECT TO THE RISK
     THAT  ITS  PERFORMANCE  MAY  BE  HURT   DISPROPOR-TIONATELY   BY  THE  POOR
     PERFORMANCE OF RELATIVELY FEW STOCKS.

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

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

U.S. STOCKS
The Fund invests in small- and mid-cap stocks of U.S. companies.
     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>

7

- ---------------------------------------------------------
         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.
     Keep in  mind  that  the S&P 500  Index  tracks  mainly  large-cap  stocks.
Historically,  industry specific mid- and small-cap stocks such as those held by
the Fund  have  been more  volatile  than--and  at times  have  performed  quite
differently  from--the  large-cap stocks found in the S&P 500 Index. This is due
to several factors, including special industry risks and less-certain growth and
dividend prospects for smaller companies.

- --------------------------------------------------------------------------------
                                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, on average,  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 SUBJECT TO STOCK MARKET RISK,  WHICH IS THE CHANCE THAT STOCK
     PRICES OVERALL WILL DECLINE OVER SHORT OR EVEN LONG PERIODS.  STOCK MARKETS
     TEND TO MOVE IN  CYCLES,  WITH  PERIODS  OF RISING  PRICES  AND  PERIODS OF
     FALLING PRICES.
       IN ADDITION,  INVESTMENTS  IN FOREIGN  STOCK  MARKETS CAN BE RISKIER THAN
     U.S. STOCK INVESTMENTS.  THE PRICES OF INTERNATIONAL  STOCKS AND THE PRICES
     OF U.S. STOCKS HAVE OFTEN MOVED IN OPPOSITE DIRECTIONS. THESE PERIODS HAVE,
     IN THE PAST, LASTED FOR AS LONG AS SEVERAL YEARS.

<PAGE>

8

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                      THE RISKS OF INTERNATIONAL INVESTING

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

FOREIGN STOCKS
The Fund may invest up to 100% of its assets in foreign stocks.
     To illustrate the volatility of international  stock prices,  the following
table shows the best, worst, and average total returns for foreign stock markets
over various  periods as measured by the Morgan  Stanley  Capital  International
Europe,  Australasia,  Far East (MSCI EAFE)  Index,  a widely used  barometer of
international  market  activity.  (Total returns consist of dividend income plus
change in market price.) Note that the returns shown do not include the costs of
buying  and  selling  stocks  or other  expenses  that a  real-world  investment
portfolio would incur.  Note, also, that the gap between best and worst tends to
narrow over the long term.

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

     The table  covers all of the 1-, 5-,  10-,  and 20-year  periods  from 1969
through 1999. Keep in mind that this was a particularly favorable period for all
stock markets.  These average returns reflect past  performance on international
stocks;  you should not regard  them as an  indication  of future  returns  from
either foreign markets as a whole or this Fund in particular.
     Note that the  preceding  chart  does not take  into  account  returns  for
foreign  stock markets as measured by the MSCI  Emerging  Markets Free Index,  a
widely used barometer of less developed stock markets.  Emerging  markets can be
substantially  more volatile than more developed  foreign markets.  In addition,
because  the  MSCI  EAFE  Index  tracks  the   European   and  Pacific   markets
collectively,  the above returns do not reflect the  variability of returns from
year to year for these markets individually, or the variability across these and
other geographic regions or market sectors. To illustrate this variability,  the
following table shows returns for different  international  markets--as  well as
U.S.  markets  for  comparison--from  1990  through  1999,  as measured by their
respective  indexes.  Note that the  returns  shown do not  include the costs of
buying  and  selling  stocks  or other  expenses  that a  real-world  investment
portfolio would incur.

<PAGE>

9

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

     Keep in mind, however,  that these average returns reflect past performance
of the various indexes;  you should not consider them as an indication of future
returns from the indexes, or from this Fund in particular.

[FLAG] BECAUSE OF ITS FOREIGN  INVESTMENTS,  THE FUND IS SUBJECT TO COUNTRY RISK
     AND CURRENCY RISK.  COUNTRY RISK IS THE CHANCE THAT POLITICAL  EVENTS (SUCH
     AS A WAR),  FINANCIAL  PROBLEMS  (SUCH AS GOVERNMENT  DEFAULT),  OR NATURAL
     DISASTERS (SUCH AS AN EARTHQUAKE) WILL WEAKEN A COUNTRY'S ECONOMY AND CAUSE
     INVESTMENTS IN THAT COUNTRY TO LOSE MONEY. CURRENCY RISK IS THE CHANCE THAT
     A  "STRONGER"  U.S.  DOLLAR WILL REDUCE  RETURNS  FOR  AMERICANS  INVESTING
     OVERSEAS.  GENERALLY,  WHEN THE  DOLLAR  RISES IN VALUE  AGAINST  A FOREIGN
     CURRENCY,  YOUR INVESTMENT IN THAT COUNTRY LOSES VALUE BECAUSE ITS CURRENCY
     IS WORTH FEWER U.S. DOLLARS.

SECURITY SELECTION
The  investment  strategy of the Fund is designed  to provide  returns  that are
broadly  representative of the gold and precious metals sector. To achieve this,
the Fund  focuses on stocks of foreign  and  domestic  companies  engaged in the
exploration,  mining, fabrication,  processing, or marketing and distribution of
gold,  silver,  platinum,  diamonds,  or  other  precious  and rare  metals  and
minerals. The Fund may commit up to 100% of its assets to foreign stocks.
     In  addition,  up to 20% of the Fund's  assets may be invested  directly in
gold, silver, and other precious metal bullion and coins.  Bullion and coins for
the Fund will only be bought from and sold to banks (both U.S. and foreign), and
dealers  who are  members--or  affiliated  with  members--of  a  regulated  U.S.
commodities exchange.  Gold, silver, or other precious metal bullion will not be
purchased in any form that is not readily  marketable.  Coins will not be bought
for their  numismatic  value,  and will not be  considered  for the Fund if they
cannot

<PAGE>

10

be bought and sold in an active market.  Any bullion or coins bought by the Fund
will be delivered to and stored with a qualified custodian bank in the U.S. Keep
in mind that  bullion  and coins do not  generate  income--they  offer  only the
potential for capital appreciation or depreciation,  and may subject the Fund to
higher custody and  transaction  costs than those normally  associated  with the
ownership of stocks.  Investments  relating to gold and other precious metals or
minerals are considered speculative.
     In selecting stocks for the Fund, M&G Investment  Management Limited (M&G),
adviser  to the Fund,  emphasizes  quality  companies  with  attractive  reserve
positions and sound operations.  The adviser considers,  among other things, the
ability of a company to mine ore in a cost-effective  way, to find and establish
new reserves,  and to increase production  relative to competitors.  The adviser
also  looks to  maintain  geographic  diversity  in the Fund.  A  security  will
generally be considered appropriate if (as determined by the investment adviser)
at least 50% of the issuer's assets,  revenues,  or net income is related to, or
derived from, the gold and precious metals industries.  Also, a security will be
sold when the adviser  believes  that an  alternative  investment  provides more
attractive risk/return characteristics.

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

     The Fund is generally managed without regard to tax ramifications.

OTHER INVESTMENT POLICIES AND RISKS
The Fund may  purchase  forward  foreign  currency  exchange  contracts  to help
protect its holdings against unfavorable short-term changes in exchange rates. A
forward  currency  exchange  contract is an agreement to buy or sell a country's
currency at a specific price on a specific  date,  usually 30, 60, or 90 days in
the future. In other words, the contract  guarantees an exchange rate on a given
date.  Managers of funds that invest in foreign  stocks use these  contracts  to
guard against  sudden,  unfavorable  changes in U.S.  dollar/  foreign  currency
exchange rates. These contracts will not, however, prevent the Fund's securities
from falling in value during foreign market downswings.  Note that the Fund will
not  enter  into  such  contracts  for   speculative   purposes.   Under  normal
circumstances,  the Fund will not commit  more than 20% of its assets to forward
currency exchange contracts.
     The Fund may invest in futures contracts and options, which are traditional
types of  derivatives.  Losses (or gains)  involving  futures can  sometimes  be
substantial--in  part  because a  relatively  small price  movement in a futures
contract may result in an immediate and substantial loss (or gain) for a fund.
     The Fund will not use derivatives for speculative  purposes or as leveraged
investments  that magnify gains or losses.  In addition,  the Fund's  obligation
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.

<PAGE>

11

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                                   DERIVATIVES

A derivative is a financial contract whose value is based on (or "derived" from)
a  traditional  security  (such  as a stock  or a  bond),  an  asset  (such as a
commodity like gold), or a market index (such as the S&P 500 Index).  Some forms
of  derivatives,  such as  exchange-traded  futures and  options on  securities,
commodities,  or indexes, have been trading on regulated exchanges for more than
two decades.  These types of  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
other types of derivatives that may be more specialized or complex.  If used for
speculation  or as leveraged  investments,  derivatives  can carry  considerable
risks.
- --------------------------------------------------------------------------------

TEMPORARY INVESTMENT MEASURES
The  Fund  may  temporarily  depart  from its  normal  investment  policies--for
instance,   by  investing   substantially  in  cash  reserves--in   response  to
extraordinary market, economic, political, or other conditions. In doing so, the
Fund may succeed in avoiding losses but otherwise fail to achieve its investment
objective.

TURNOVER RATE
Although the Fund  generally  seeks to invest for the long term,  it retains the
right to sell  securities  regardless of how long the securities have been held.
The Fund's  average  turnover rate for the past five years has been about 20%. A
turnover  rate of 100% would occur,  for example,  if the Fund sold and replaced
securities valued at 100% of its net assets within a one-year period.

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                                  TURNOVER RATE

Before  investing in a mutual fund,  you should review its turnover  rate.  This
gives an  indication  of how  transaction  costs could affect the fund's  future
returns.  In general,  the greater the volume of buying and selling by the fund,
the greater the impact that brokerage  commissions and other  transaction  costs
will have on its return. Also, funds with high turnover rates may be more likely
to generate  capital gains that must be  distributed to  shareholders  as income
subject to taxes.  As of January 31,  2000,  the average  turnover  rate for all
precious metals funds was approximately 109%, according to Morningstar, Inc.
- --------------------------------------------------------------------------------

THE FUND'S REDEMPTION FEE
The Fund charges a redemption  fee on shares that are redeemed  before they have
been held for one year.  This fee also  applies  when  shares  are  redeemed  by
exchange  to  another  Vanguard  fund.  Unlike a sales  charge or load paid to a
broker or fund  management  company,  the redemption fee is paid directly to the
fund to offset the costs of buying and  selling  securities.  The fee,  which is
intended to discourage short-term trading, ensures that short-term investors pay
their share of the fund's transaction costs and that long-term  investors do not
subsidize the activities of short-term traders.

<PAGE>

12

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.

- --------------------------------------------------------------------------------
                                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 Fund employs M&G Investment Management Limited (M&G), 3 Minster Court, Great
Tower Street,  London,  England EC3R 7XH, as its investment  advisor.  M&G is an
advisory firm and wholly owned subsidiary of the M&G Group, an independent group
of companies  that began  providing  investment  services when it launched Great
Britain's  first unit trust (mutual  fund) in 1931. As of January 31, 2000,  M&G
managed more than $18 billion in assets.
     M&G's advisory fee is paid  quarterly.  This fee is based on certain annual
percentage  rates  applied  to the  Fund's  average  month-end  assets  for each
quarter.  For the fiscal year ended  January 31, 2000,  the advisory fees of the
Gold and Precious Metals Fund  represented an effective  annual rate of 0.22% of
the Fund's average net assets.
     The Fund has  authorized the adviser to choose brokers or dealers to handle
the purchase and sale of securities  for the Fund, and to get the best available
price and most  favorable  execution  from  these  brokers  with  respect to all
transactions.  In the interest of obtaining  better  execution of a transaction,
M&G may choose  brokers who charge higher  commissions.  If more than one broker
can  obtain  the  best  available  price  and  most  favorable  execution  of  a
transaction,  then M&G is  authorized  to choose a broker  who,  in  addition to
executing the transaction,  will provide  research  services to M&G or the Fund.
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.
     The Board of Trustees may, without prior approval from shareholders, change
the terms of an advisory agreement or hire a new investment adviser--either as a
replacement for an existing adviser or as an additional adviser. Any significant
change in the Fund's advisory  arrangements will be communicated to shareholders
in writing. In addition, as the Fund's sponsor and overall manager, The Vanguard
Group may provide investment advisory services to the Fund, on an at-cost basis,
at any time.

<PAGE>

13

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

The individual primarily responsible for overseeing the Fund's investments is:

GRAHAM E. FRENCH,  Investment Manager at M&G Investment Management Limited; Fund
Manager since 1996; Assistant Fund Manager from 1991 through 1996; has worked in
investment  management  since 1988;  with M&G since 1989;  B.Sc.,  University of
Durham.
- --------------------------------------------------------------------------------

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.
- -    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.

<PAGE>

14

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

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

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

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

<PAGE>

15

SHARE PRICE

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

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

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

FINANCIAL HIGHLIGHTS

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

<PAGE>

16

FINANCIAL HIGHLIGHTS (CONTINUED)

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

The Fund began  fiscal 2000 with a net asset  value  (price) of $6.61 per share.
During  the  year,  the Fund  earned  $0.11  per share  from  investment  income
(interest  and  dividends)  and  $1.05  per  share  from  investments  that  had
appreciated  in value or that were sold for higher prices than the Fund paid for
them.

Shareholders  received $0.10 per share in the form of dividend and capital gains
distributions.  A portion of each year's  distributions  may come from the prior
year's income or capital gains.

The  earnings  ($1.16  per  share)  minus the  distributions  ($0.10  per share)
resulted in a share price of $7.67 at the end of the year.  This was an increase
of $1.06 per share (from $6.61 at the  beginning of the year to $7.67 at the end
of the year). For a shareholder who reinvested the distributions in the purchase
of more shares, the total return from the Fund was 17.49% for the year.

As of January 31, 2000,  the Fund had $341 million in net assets.  For the year,
its  expense  ratio was 0.77%  ($7.70  per  $1,000 of net  assets),  and its net
investment  income  amounted to 1.42% of its  average  net  assets.  It sold and
replaced securities valued at 28% of its net assets.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                   VANGUARD GOLD AND PRECIOUS METALS FUND
                                           YEAR ENDED JANUARY 31,
                        --------------------------------------------------------
                          2000        1999         1998        1997        1996
- --------------------------------------------------------------------------------
NET ASSET VALUE,
 BEGINNING OF YEAR       $6.61       $7.53       $10.94      $14.07      $10.71
- --------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income     .11         .10          .14         .13         .17
 Net Realized and
  Unrealized Gain (Loss)
  on Investments          1.05        (.93)       (3.42)      (2.98)       3.36
                        --------------------------------------------------------
   Total from Investment
    Operations            1.16        (.83)       (3.28)      (2.85)       3.53
                        --------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net
  Investment Income       (.10)       (.09)        (.13)       (.21)       (.17)
 Distributions from
  Realized Capital Gains    --          --           --        (.07)         --
                        --------------------------------------------------------
   Total Distributions    (.10)       (.09)        (.13)       (.28)       (.17)
- --------------------------------------------------------------------------------
NET ASSET VALUE, END
 OF YEAR                 $7.67       $6.61       $ 7.53      $10.94      $14.07
- --------------------------------------------------------------------------------

TOTAL RETURN*           17.49%     -11.06%      -29.85%     -20.51%      33.24%
- --------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of
  Year (Millions)         $341        $310         $327        $463        $648
 Ratio of Total Expenses
  to Average Net Assets  0.77%       0.77%        0.62%       0.50%       0.60%
 Ratio of Net
  Investment Income to
  Average Net Assets     1.42%       1.33%        1.41%       1.07%       1.38%
 Turnover Rate             28%         23%          26%         19%          5%
- --------------------------------------------------------------------------------
*Total  return  figures do not reflect the 1% fee  assessed  on  redemptions  of
 shares held for less than one year.



"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>

17

- --------------------------------------------------------------------------------
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 [BOOK]. 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 [BOOK]
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 [BOOK]
Automatic  method for  moving a fixed  amount of money  from one  Vanguard  fund
account to another.
- --------------------------------------------------------------------------------
VANGUARD FUND EXPRESS(R) [BOOK]
Electronic  method for buying or selling shares.  You can transfer money between
your  Vanguard  fund account and an account at your bank,  savings and loan,  or
credit union on a systematic schedule or whenever you wish.
- --------------------------------------------------------------------------------
VANGUARD DIVIDEND EXPRESS(R) [BOOK]
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) [BOOK]
Toll-free  24-hour access to Vanguard fund and account  information--as  well as
some  transactions--by  using any touch-tone phone.  Tele-Account provides total
return,  share price, price change, and yield quotations for all Vanguard funds;
gives your account balances and history (e.g., last transaction, latest dividend
distribution);  and  allows  you to sell or  exchange  shares  to and from  most
Vanguard funds.
- --------------------------------------------------------------------------------
ONLINE TRANSACTIONS 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>

18

- -    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 [BOOK]
Invest assets held in an existing personal trust.
- --------------------------------------------------------------------------------
FOR INDIVIDUAL RETIREMENT ACCOUNTS [BOOK]
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 [BOOK]
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>

19

BUYING SHARES

You buy your shares at the Fund's next-determined net asset value after Vanguard
receives your request.  As long as your request is received  before the close of
regular trading on the New York Stock Exchange,  generally 4 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-53
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 . . . [PHONE]
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>

20

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 Gold and Precious Metals Fund-53
[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>

21

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 23.

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.
- --------------------------------------------------------------------------------
A NOTE ON REDEMPTION FEES
The Fund imposes a 1%  redemption  fee on shares that are redeemed by any method
within one year of  purchase. From time to time, the Fund may determine to waive
or modify the redemption fee for certain categories of redemptions.
- --------------------------------------------------------------------------------
NOTE:  Once a redemption  is initiated  and a  confirmation  number  given,  the
transaction CANNOT be canceled.
- --------------------------------------------------------------------------------

HOW TO REQUEST A REDEMPTION
You can request a  redemption  from your Fund  account in any one of three ways:
online, by telephone, or by mail.
     The Vanguard funds whose shares you cannot  exchange online or by telephone
are:  VANGUARD U.S. STOCK INDEX FUNDS,  VANGUARD  BALANCED INDEX FUND,  VANGUARD
INTERNATIONAL  STOCK INDEX FUNDS,  VANGUARD REIT INDEX FUND, and VANGUARD GROWTH
AND INCOME FUND. These funds do, however,  permit online and telephone exchanges
within  IRAs and other  retirement  accounts.  If you sell shares of these funds
online, a redemption check will be sent to your address of record.
- --------------------------------------------------------------------------------
ONLINE REQUESTS www.vanguard.com [COMPUTER]
You can use your personal  computer to sell or exchange  shares of most Vanguard
funds by accessing our website.  To establish  this  service,  you must register
through our website.  We will then mail you an account access password that will
enable  you to sell  or  exchange  shares  online  (as  well  as  perform  other
transactions).
- --------------------------------------------------------------------------------
TELEPHONE REQUESTS [PHONE]
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.

<PAGE>

22

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

Vanguard Tele-Account     Client Services
1-800-662-6273            1-800-662-2739
- --------------------------------------------------------------------------------
SPECIAL  INFORMATION:  We will automatically  establish the telephone redemption
option for your  account,  unless you instruct us  otherwise  in writing.  While
telephone  redemption is easy and convenient,  this account  feature  involves a
risk of loss from  unauthorized or fraudulent  transactions.  Vanguard will take
reasonable  precautions  to protect your  account from fraud.  You should do the
same by keeping your account information  private and immediately  reviewing any
account  statements  that  we  send  to  you.  Make  sure  to  contact  Vanguard
immediately about any transaction you believe to be unauthorized.
- --------------------------------------------------------------------------------
We reserve the right to refuse a telephone redemption if the caller is unable to
provide:
- -    The ten-digit account number.
- -    The name and address exactly as registered on the account.
- -    The primary Social Security or employer identification number as registered
     on the account.
- -    The Personal  Identification  Number (PIN),  if applicable  (for  instance,
     Tele-Account).
     Please note that Vanguard will not be  responsible  for any account  losses
due to telephone  fraud, so long as we have taken reasonable steps to verify the
caller's identity.  If you wish to remove the telephone  redemption feature from
your account, please notify us in writing.
- --------------------------------------------------------------------------------
A NOTE ON UNUSUAL CIRCUMSTANCES
Vanguard  reserves the right to revise or  terminate  the  telephone  redemption
privilege at any time,  without notice.  In addition,  Vanguard can stop selling
shares or postpone  payment at times when the New York Stock  Exchange is closed
or under any emergency  circumstances  as determined by the U.S.  Securities and
Exchange Commission.  If you experience difficulty making a telephone redemption
during  periods  of  drastic  economic  or market  change,  you can send us your
request  by  regular or express  mail.  Follow  the  instructions  on selling or
exchanging shares by mail in this section.
- --------------------------------------------------------------------------------
MAIL REQUESTS [ENVELOPE]
All Account Types Except Retirement:
Send a letter of instruction signed by all registered  account holders.  Include
the fund name and  account  number and (if you are  selling) a dollar  amount or
number  of shares  OR (if you are  exchanging)  the name of the fund you want to
exchange  into and a dollar  amount or number of  shares.  To  exchange  into an
account  with a different  registration  (including a different  name,  address,
taxpayer identification number, or account type), you must provide Vanguard with
written  instructions  that  include the  guaranteed  signatures  of all current
owners of the fund from which you wish to redeem.

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

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

<PAGE>

23

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

For clients of Vanguard's Institutional Division . . .

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

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

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

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

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

<PAGE>

24

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

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

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

TRANSFERRING REGISTRATION

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

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

<PAGE>

25

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 [BOOK]
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 March and September 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 [BOOK]
Issued quarterly for most taxable accounts (accompanies your Portfolio Summary);
shows the average  cost of shares that you redeemed  during the  calendar  year,
using only the average cost single category method.
- --------------------------------------------------------------------------------

<PAGE>

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<PAGE>

                     (THIS PAGE INTENTIONALLY LEFT BLANK.)

<PAGE>

                     (THIS PAGE INTENTIONALLY LEFT BLANK.)

<PAGE>

GLOSSARY OF INVESTMENT TERMS

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

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

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

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

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

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

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

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

INDUSTRY CONCENTRATION
Focusing on the  securities  of a specific  industry  (such as energy,  gold and
precious metals, or health care).

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

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

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

PRINCIPAL
The amount of money you put into an investment.

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

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

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

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

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

<PAGE>

                                               [THE VANGUARD GROUP(R) SHIP LOGO]

                                                     Post Office Box 2600
                                                     Valley Forge, PA 19482-2600
FOR MORE INFORMATION
If you'd like more information about
Vanguard Gold and Precious Metals
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 1-202-942-8090. Reports and
other information about the Fund are
also available on the SEC's website
(www.sec.gov), or you can receive
copies of this information, for a fee,
by electronic request at the
following e-mail address:
[email protected], or by writing
the Public Reference Section,
Securities and Exchange
Commission, Washington, DC
20549-0102.

Fund's Investment Company Act
file number: 811-3916


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

P053N-052000


<PAGE>



                                                                VANGUARD(R)
                                                                HEALTH CARE
                                                                FUND

                                                                Prospectus
                                                                May 31, 2000

This prospectus contains
financial data for the
Fund through the
fiscal year ended
January 31, 2000.

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

<PAGE>

VANGUARD HEALTH CARE FUND
Prospectus
May 31, 2000

An Aggressive Stock Mutual Fund

- --------------------------------------------------------------------------------
  CONTENTS
- --------------------------------------------------------------------------------
  1 FUND PROFILE                            13 FINANCIAL HIGHLIGHTS

  3 ADDITIONAL INFORMATION                  15 INVESTING WITH VANGUARD

  4 A WORD ABOUT RISK                          15 Services and Account Features

  4 WHO SHOULD INVEST                          16 Types of Accounts

  5 PRIMARY INVESTMENT STRATEGIES              17 Buying Shares

 10 THE FUND AND VANGUARD                      19 Redeeming Shares

 10 INVESTMENT ADVISER                         23 Transferring Registration

 11 DIVIDENDS, CAPITAL GAINS, AND TAXES        23 Fund and Account Updates

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

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

This prospectus explains the objective, risks, and strategies of Vanguard Health
Care 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.
- --------------------------------------------------------------------------------


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 Health Care Fund.

INVESTMENT OBJECTIVE
The Fund seeks to provide long-term capital appreciation.

INVESTMENT STRATEGIES
The Fund invests at least 80% of its assets in the stocks of  companies  engaged
in the development, production, or distribution of products and services related
to  the  health  care  industry.   These   companies   include,   among  others,
pharmaceutical  firms,  medical  supply  companies,  and companies  that operate
hospitals and other health care  facilities.  The Fund also considers  companies
engaged in medical, diagnostic, biochemical, and other research and development.

PRIMARY RISKS
THE FUND'S TOTAL RETURN,  LIKE STOCK PRICES  GENERALLY,  WILL FLUCTUATE WITHIN A
WIDE RANGE, SO AN INVESTOR COULD LOSE MONEY OVER SHORT OR EVEN LONG PERIODS. The
Fund is also subject to:
- -    Industry  concentration  risk,  which is the chance that the Fund's returns
     could be hurt  significantly by problems  affecting a particular  industry.
     Because  more than 80% of the Fund's  holdings  typically  are  invested in
     health  care  industries,  the  Fund's  performance  can  be  significantly
     affected, for better or for worse, by developments in those industries.
- -    Manager risk,  which is the chance that poor security  selection will cause
     the Fund to underperform other funds with similar investment objectives.
- -    Investment  style  risk,  which is the  chance  that  returns  from mid- or
     large-capitalization stocks--which constitute a significant portion of the
     Fund's holdings--will  trail returns from other asset classes or the
     overall  stock  market.  Mid- and  large-capitalization  stocks  tend to go
     through cycles of doing better--or worse--than the stock market in general.
     These periods have, in the past, lasted for as long as several years.

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

      ----------------------------------------------------
                         ANNUAL TOTAL RETURNS
      ----------------------------------------------------
                         1990          16.79%
                         1991          46.32%
                         1992          -1.57%
                         1993          11.81%
                         1994           9.54%
                         1995          45.17%
                         1996          21.36%
                         1997          28.57%
                         1998          40.80%
                         1999           7.05%
      ----------------------------------------------------
      The Fund's year-to-date return as of the most recent
      calendar quarter ended March 31, 2000, was 14.74%.
      ----------------------------------------------------

<PAGE>

2

     During the period shown in the bar chart, the highest return for a calendar
quarter was 19.14%  (quarter  ended June 30,  1997) and the lowest  return for a
quarter was -11.04% (quarter ended September 30, 1990).

      -------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
      -------------------------------------------------------------------------
                                     1 YEAR        5 YEARS         10 YEARS
      -------------------------------------------------------------------------
      Vanguard Health Care Fund*      7.05%         27.84%          21.54%
      S&P 500 Index                  21.04          28.56           18.21
      Average Health/
      Biotechnology Fund**           17.44          23.20           19.29
      -------------------------------------------------------------------------
       *Return figures reflect the 1% redemption fee on shares redeemed within
        five years of purchase.
      **Derived from data provided by Lipper Inc.
      -------------------------------------------------------------------------

FEES AND EXPENSES
The following  table  describes the fees and expenses you may pay if you buy and
hold shares of the Fund. The expenses shown under Annual Fund Operating Expenses
are based upon those incurred in the fiscal year ended January 31, 2000.

      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:                                                     1%*

      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the Fund's assets)
      Management Expenses:                                              0.37%
      12b-1 Distribution Fee:                                            None
      Other Expenses:                                                   0.04%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                            0.41%

     *Shares purchased on or after April 19, 1999, are subject to a 1%
      redemption fee if redeemed (either by selling or exchanging to another
      fund) within five years of purchase. Shares purchased before April 19,
      1999, are subject to a 1% redemption fee if redeemed within one year of
      purchase. The fee is withheld from redemption proceeds and retained by
      the Fund.

     The following example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other mutual funds. It illustrates the
hypothetical  expenses  that you would incur over various  periods if you invest
$10,000 in the Fund.  This example assumes that the Fund provides a return of 5%
a year, that operating  expenses remain the same, that you bought your shares on
or after April 19, 1999, and that you redeemed them at the end of each period.

- -------------------------------------------------
  1 YEAR      3 YEARS    5 YEARS      10 YEARS
- -------------------------------------------------
   $147        $246       $230          $518
- -------------------------------------------------

     You would pay the following expenses if you did not redeem your shares (the
difference  being that the Fund's 1% redemption  fee would not apply to the one-
and three-year periods below, as it would to those shown above).

- -------------------------------------------------
  1 YEAR      3 YEARS    5 YEARS      10 YEARS
- -------------------------------------------------
    $42        $132       $230          $518
- -------------------------------------------------

<PAGE>

3

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

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                                  FUND EXPENSES

All mutual funds have operating  expenses.  These  expenses,  which are deducted
from a fund's gross  income,  are expressed as a percentage of the net assets of
the fund.  Vanguard  Health  Care Fund's  expense  ratio in fiscal year 2000 was
0.41%,   or  $4.10   per   $1,000   of   average   net   assets.   The   average
health/biotechnology  mutual fund had  expenses in 1999 of 1.67%,  or $16.70 per
$1,000 of average net assets  (derived from data provided by Lipper Inc.,  which
reports on the mutual fund industry). Management expenses, which are one part of
operating  expenses,  include investment advisory fees as well as other costs of
managing a fund--such as account maintenance,  reporting, accounting, legal, and
other administrative expenses.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                             THE COSTS OF INVESTING

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

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

DIVIDENDS AND CAPITAL GAINS           MINIMUM INITIAL INVESTMENT
Distributed annually in December.     $10,000; $1,000 for IRAs and custodial
                                      accounts for minors

INVESTMENT ADVISER                    NEWSPAPER ABBREVIATION
Wellington Management Company, LLP,   HlthCare
Boston, Mass., since inception

INCEPTION DATE                        VANGUARD FUND NUMBER
May 23, 1984                          052

NET ASSETS AS OF JANUARY 31, 2000     CUSIP NUMBER
$10.7 billion                         921908307

SUITABLE FOR IRAS                     TICKER SYMBOL
Yes                                   VGHCX
- --------------------------------------------------------------------------------

<PAGE>

4

- --------------------------------------------------------------------------------
A WORD ABOUT RISK

This prospectus describes risks you would face as an investor in Vanguard Health
Care 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 growth stock fund to your existing holdings,  which could
     include  other  stock  investments  as  well as  bond,  money  market,  and
     tax-exempt investments.
- -    You are seeking growth of capital over the long term--at least five years.
- -    You are  comfortable  with the  volatility  that  accompanies  growth-stock
     investing.
- -    You  are  seeking  an  investment  that  may  perform  differently  from  a
     diversified stock or bond fund.

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

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                             COSTS AND MARKET-TIMING

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

     The Fund has adopted the following  policies,  among others,  to discourage
short- term trading:
- -    The Fund  reserves  the right to  reject  any  purchase  request--including
     exchanges from other  Vanguard  funds--that it regards as disruptive to the
     efficient  management  of the Fund.  A purchase  request  could be rejected
     because  of the  timing  of the  investment  or  because  of a  history  of
     excessive trading by the investor.
- -    The Fund  imposes a 1%  redemption  fee on shares that are  redeemed by any
     method within five years of purchase,  if those shares were purchased on or
     after April 19, 1999;  shares  purchased before April 19, 1999, are subject
     to a 1% redemption fee if redeemed within one year of purchase.

<PAGE>

5

- -    There is a limit on the  number of times you can  exchange  into and out of
     the Fund (see "Redeeming Shares" in the INVESTING WITH VANGUARD section).
- -    The Fund reserves the right to stop offering shares at any time.

PRIMARY INVESTMENT STRATEGIES

This section explains the strategies that the investment adviser uses in pursuit
of the Fund's  objective,  long-term  growth of  capital.  The  Fund's  Board of
Trustees  oversees the  management  of the Fund,  and may change the  investment
strategies in the interest of shareholders.  In addition, this section discusses
several important  risks--investment  style risk,  industry  concentration risk,
stock market risk,  manager risk,  country  risk,  and currency  risk--faced  by
investors in the Fund.

MARKET EXPOSURE
The Fund invests at least 80% of its assets in the stocks of  companies  engaged
in the development, production, or distribution of products and services related
to  the  health  care  industry.   These   companies   include,   among  others,
pharmaceutical  firms,  medical  supply  companies,  and companies  that operate
hospitals and other health care  facilities.  The Fund also considers  companies
engaged in medical, diagnostic, biochemical, and other research and development.
     The Health Care Fund faces the risk that economic  prospects of health care
companies  may  fluctuate  dramatically  due to  changes in the  regulatory  and
competitive environment. A significant portion of health care services is funded
or subsidized by the government,  so that changes in government policies--at the
state or federal  level--may  affect the demand  for health  care  products  and
services.  Other risks include: the possibility that regulatory approvals (which
often entail lengthy application and testing procedures) will not be granted for
new drugs and medical  products;  lawsuits against health care companies related
to product  liability  issues;  and the rapid  speed at which many  health  care
products and services become obsolete.

[FLAG] THE FUND IS SUBJECT TO  INVESTMENT  STYLE RISK,  WHICH IS THE CHANCE THAT
     RETURNS  FROM  MID- AND  LARGE-CAPITALIZATION  STOCKS--WHICH  CONSTITUTE  A
     SIGNIFICANT PORTION OF THE FUND'S  HOLDINGS--WILL  TRAIL RETURNS FROM OTHER
     ASSET CLASSES OR THE OVERALL STOCK  MARKET.  MID- AND  LARGE-CAPITALIZATION
     STOCKS TEND TO GO THROUGH CYCLES OF DOING BETTER--OR  WORSE--THAN THE STOCK
     MARKET IN GENERAL.  THESE PERIODS HAVE, IN THE PAST,  LASTED FOR AS LONG AS
     SEVERAL YEARS.

[FLAG] THE FUND IS SUBJECT TO INDUSTRY  CONCENTRATION  RISK, WHICH IS THE CHANCE
     THAT THE FUND'S RETURNS COULD BE HURT SIGNIFICANTLY BY PROBLEMS AFFECTING A
     PARTICULAR INDUSTRY. BECAUSE MORE THAN 80% OF THE FUND'S HOLDINGS TYPICALLY
     ARE  INVESTED  IN HEALTH CARE  INDUSTRIES,  THE FUND'S  PERFORMANCE  CAN BE
     SIGNIFICANTLY  AFFECTED,  FOR BETTER OR FOR WORSE, BY DEVELOPMENTS IN THOSE
     INDUSTRIES.

<PAGE>

6

     Most of the stocks  held by the Fund will be mid- and  large-capitalization
growth stocks issued by U.S.  companies.  To illustrate  the  volatility of U.S.
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.

- ---------------------------------------------------------
         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.
     Keep in  mind  that  the S&P 500  Index  tracks  mainly  large-cap  stocks.
Historically,  industry specific mid- and large-cap stocks such as those held by
the Fund  have  been more  volatile  than--and  at times  have  performed  quite
differently  from--the  large-cap stocks found in the S&P 500 Index. This is due
to several factors, including special industry risks and less-certain growth and
dividend prospects for smaller companies.

- --------------------------------------------------------------------------------
                                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, on average,  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 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.

<PAGE>

7

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

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

SECURITY SELECTION
The  investment  strategy of the Fund is designed  to provide  returns  that are
broadly representative of the health care sector. The Fund's adviser strives for
a balanced  representation  in the health  care  field,  searching  for the best
values in the various  subsectors  of the industry.  To achieve  this,  the Fund
invests in the stocks of companies  engaged in the development,  production,  or
distribution of products and services  related to the treatment or prevention of
diseases and other medical  infirmities.  Companies in these fields include, but
are not limited to: pharmaceutical firms; companies that design, manufacture, or
sell medical  supplies,  equipment,  and support  services;  and companies  that
operate hospitals and other health care facilities.  The Fund will also consider
companies  engaged in medical,  diagnostic,  biochemical,  and  biotechnological
research and development.
     In  selecting  stocks,   Wellington  Management  Company,  LLP  (Wellington
Management),  adviser to the Fund,  uses a "bottom up"  approach in which stocks
are chosen based on the adviser's estimate of fundamental  investment value. The
adviser looks for high-quality balance sheets, able management,  and new product
potential  that will lead to  above-average  growth in revenues and earnings.  A
security  will  generally be  considered  appropriate  if (as  determined by the
investment adviser) at least 50% of the issuer's assets, revenues, or net income
is related to, or derived from, the health care industry.  Also, a security will
be sold when the adviser believes that an alternative  investment  provides more
attractive risk/ return characteristics.

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

     The Fund is generally managed without regard to tax ramifications.

<PAGE>

8

OTHER INVESTMENT POLICIES AND RISKS
The Fund may invest up to 30% of its assets in foreign  stocks.  The  ability to
invest  internationally  expands the investment  opportunities  available to the
Fund, and may result in improved diversification and performance.

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                      THE RISKS OF INTERNATIONAL INVESTING

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

[FLAG] BECAUSE OF ITS FOREIGN  INVESTMENTS,  THE FUND IS SUBJECT TO COUNTRY RISK
     AND CURRENCY RISK.  COUNTRY RISK IS THE CHANCE THAT POLITICAL  EVENTS (SUCH
     AS A WAR),  FINANCIAL  PROBLEMS  (SUCH AS GOVERNMENT  DEFAULT),  OR NATURAL
     DISASTERS (SUCH AS AN EARTHQUAKE) WILL WEAKEN A COUNTRY'S ECONOMY AND CAUSE
     INVESTMENTS IN THAT COUNTRY TO LOSE MONEY. CURRENCY RISK IS THE CHANCE THAT
     A  "STRONGER"  U.S.  DOLLAR WILL REDUCE  RETURNS  FOR  AMERICANS  INVESTING
     OVERSEAS.  GENERALLY,  WHEN THE  DOLLAR  RISES IN VALUE  AGAINST  A FOREIGN
     CURRENCY,  YOUR INVESTMENT IN THAT COUNTRY LOSES VALUE BECAUSE ITS CURRENCY
     IS WORTH FEWER U.S. DOLLARS.

     The Fund may purchase forward foreign currency  exchange  contracts to help
protect its holdings against unfavorable short-term changes in exchange rates. A
forward  currency  exchange  contract is an agreement to buy or sell a country's
currency at a specific price on a specific  date,  usually 30, 60, or 90 days in
the future. In other words, the contract  guarantees an exchange rate on a given
date.  Managers of funds that invest in foreign  stocks use these  contracts  to
guard  against  sudden,  unfavorable  changes  in U.S.  dollar/foreign  currency
exchange rates. These contracts will not, however, prevent the Fund's securities
from falling in value during foreign market downswings.  Note that the Fund will
not  enter  into  such  contracts  for   speculative   purposes.   Under  normal
circumstances,  the Fund will not commit  more than 20% of its assets to forward
currency exchange contracts.
     The Fund may invest in futures contracts and options, which are traditional
types of  derivatives.  Losses (or gains)  involving  futures can  sometimes  be
substantial--in  part  because a  relatively  small price  movement in a futures
contract may result in an immediate and substantial loss (or gain) for a fund.
     The Fund will not use derivatives for speculative  purposes or as leveraged
investments  that magnify gains or losses.  In addition,  the Fund's  obligation
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.

<PAGE>

9

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

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                                   DERIVATIVES

A derivative is a financial contract whose value is based on (or "derived" from)
a  traditional  security  (such  as a stock  or a  bond),  an  asset  (such as a
commodity like gold), or a market index (such as the S&P 500 Index).  Some forms
of  derivatives,  such as  exchange-traded  futures and  options on  securities,
commodities,  or indexes, have been trading on regulated exchanges for more than
two decades.  These types of  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
other types of derivatives that may be more specialized or complex.  If used for
speculation  or as leveraged  investments,  derivatives  can carry  considerable
risks.
- --------------------------------------------------------------------------------

TEMPORARY INVESTMENT MEASURES
The  Fund  may  temporarily  depart  from its  normal  investment  policies--for
instance,   by  investing   substantially  in  cash  reserves--in   response  to
extraordinary market, economic, political, or other conditions. In doing so, the
Fund may succeed in avoiding losses but otherwise fail to achieve its investment
objective.

TURNOVER RATE
Although the Fund  generally  seeks to invest for the long term,  it retains the
right to sell  securities  regardless of how long the securities have been held.
The Fund's  average  turnover rate for the past five years has been about 14%. A
turnover  rate of 100% would occur,  for example,  if the Fund sold and replaced
securities valued at 100% of its net assets within a one-year period.

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                                  TURNOVER RATE

Before  investing in a mutual fund,  you should review its turnover  rate.  This
gives an  indication  of how  transaction  costs could affect the fund's  future
returns.  In general,  the greater the volume of buying and selling by the fund,
the greater the impact that brokerage  commissions and other  transaction  costs
will have on its return. Also, funds with high turnover rates may be more likely
to generate  capital gains that must be  distributed to  shareholders  as income
subject to taxes.  As of January 31,  2000,  the average  turnover  rate for all
health care funds was approximately 99%, according to Morningstar, Inc.
- --------------------------------------------------------------------------------

THE FUND'S REDEMPTION FEE
The Fund charges a redemption  fee on shares that are redeemed  before they have
been held for one year (for  shares  purchased  before  April 19,  1999) or five
years (for shares  purchased on or after April 19, 1999).  This fee also applies
when shares are redeemed by exchange to another  Vanguard  fund.  Unlike a sales
charge or load paid to a broker or fund management  company,  the redemption fee
is paid  directly  to the  fund to  offset  the  costs  of  buying  and  selling
securities. The fee, which is intended to discourage short-term trading,

<PAGE>

10

ensures  that  short-term  investors  pay their share of the fund's  transaction
costs and that long-term investors do not subsidize the activities of short-term
traders.

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.

- --------------------------------------------------------------------------------
                                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 Fund employs Wellington Management Company, LLP (Wellington Management),  75
State Street, Boston, MA 02109, as its investment advisor. Wellington Management
is an  investment  advisory  firm  founded  in 1928.  As of  January  31,  2000,
Wellington Management managed more than $235 billion in assets, including all or
part of 14 Vanguard funds.
     Wellington  Management's advisory fee is paid quarterly.  This fee is based
on certain  annual  percentage  rates  applied to the Fund's  average  month-end
assets  for each  quarter.  For the fiscal  year ended  January  31,  2000,  the
advisory fees of the Health Care Fund  represented  an effective  annual rate of
0.06% of the Fund's average net assets.
     The Fund has  authorized the adviser to choose brokers or dealers to handle
the purchase and sale of securities  for the Fund, and to get the best available
price and most  favorable  execution  from  these  brokers  with  respect to all
transactions.  In the interest of obtaining  better  execution of a transaction,
Wellington Management may choose brokers who charge higher commissions.  If more
than one broker can obtain the best available price and most favorable execution
of a transaction,  then  Wellington  Management is authorized to choose a broker
who, in addition to executing the transaction, will provide research services to
Wellington  Management or the Fund. 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.

<PAGE>

11

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

The individual primarily responsible for overseeing the Fund's investments is:

EDWARD  P.  OWENS,   CFA,  Senior  Vice  President  and  Partner  of  Wellington
Management;  Fund  Manager  since the Fund's  inception  in 1984;  has worked in
investment management with Wellington Management since 1974; B.S., University of
Virginia; M.B.A., Harvard Business School.
- --------------------------------------------------------------------------------

     The Board of Trustees may, without prior approval from shareholders, change
the terms of an advisory agreement or hire a new investment adviser--either as a
replacement for an existing adviser or as an additional adviser. Any significant
change in the Fund's advisory  arrangements will be communicated to shareholders
in writing. In addition, as the Fund's sponsor and overall manager, The Vanguard
Group may provide investment advisory services to the Fund, on an at-cost basis,
at any time.

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.
- -    Any dividends and short-term  capital gains that you receive are taxable to
     you as ordinary income for federal income tax purposes.

<PAGE>

12

- -    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 or 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.

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

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

<PAGE>

13

SHARE PRICE

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

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

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

FINANCIAL HIGHLIGHTS

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

<PAGE>

14

FINANCIAL HIGHLIGHTS (CONTINUED)

- --------------------------------------------------------------------------------
                                           VANGUARD HEALTH CARE FUND
                                            YEAR ENDED JANUARY 31,
                        --------------------------------------------------------
                          2000        1999         1998        1997        1996
- --------------------------------------------------------------------------------
NET ASSET VALUE,
 BEGINNING OF YEAR      $97.32      $74.02       $60.65      $52.09      $37.01
- --------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income     .92         .86          .80         .71         .61
 Net Realized and
  Unrealized Gain (Loss)
  on Investments          8.70       26.36        15.49        9.88       16.06
                        --------------------------------------------------------
   Total from Investment
    Operations            9.62       27.22        16.29       10.59       16.67
                        --------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net
  Investment Income       (.97)       (.84)        (.78)       (.74)       (.57)
 Distributions from
  Realized Capital Gains (7.14)      (3.08)       (2.14)      (1.29)      (1.02)
                        --------------------------------------------------------
   Total Distributions   (8.11)      (3.92)       (2.92)      (2.03)      (1.59)
- --------------------------------------------------------------------------------
NET ASSET VALUE, END
 OF YEAR                $98.83      $97.32       $74.02      $60.65      $52.09
- --------------------------------------------------------------------------------

TOTAL RETURN*           10.57%      37.39%       27.37%      20.65%      45.47%
- --------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of
  Year (Millions)      $10,726      $9,884       $4,720      $2,846      $1,654
 Ratio of Total
  Expenses to Average
  Net Assets             0.41%       0.36%        0.40%       0.38%       0.46%
 Ratio of Net
  Investment Income to
  Average Net Assets     0.92%       1.13%        1.28%       1.41%       1.57%
 Turnover Rate             27%         11%          10%          7%         13%
- --------------------------------------------------------------------------------
*Total  return  figures do not reflect the 1% fee  assessed  on  redemptions  of
 shares  held for less  than  five  years  (or less than one year in the case of
 shares purchased prior to April 19, 1999).

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

The Fund began  fiscal 2000 with a net asset value  (price) of $97.32 per share.
During  the  year,  the Fund  earned  $0.92  per share  from  investment  income
(interest  and  dividends)  and  $8.70  per  share  from  investments  that  had
appreciated  in value or that were sold for higher prices than the Fund paid for
them.

Shareholders  received $8.11 per share in the form of dividend and capital gains
distributions.  A portion of each year's  distributions  may come from the prior
year's income or capital gains.

The  earnings  ($9.62  per  share)  minus the  distributions  ($8.11  per share)
resulted in a share price of $98.83 at the end of the year. This was an increase
of $1.51 per share (from  $97.32 at the  beginning  of the year to $98.83 at the
end of the year).  For a shareholder  who  reinvested the  distributions  in the
purchase of more shares, the total return from the Fund was 10.57% for the year.

As of January 31, 2000, the Fund had $10.7 billion in net assets.  For the year,
its  expense  ratio was 0.41%  ($4.10  per  $1,000 of net  assets),  and its net
investment  income  amounted to 0.92% of its  average  net  assets.  It sold and
replaced securities valued at 27% of its net assets.
- --------------------------------------------------------------------------------


"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>

15

- --------------------------------------------------------------------------------
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 [BOOK]. 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 [BOOK]
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 [BOOK]
Automatic  method for  moving a fixed  amount of money  from one  Vanguard  fund
account to another.
- --------------------------------------------------------------------------------
VANGUARD FUND EXPRESS(R) [BOOK]
Electronic  method for buying or selling shares.  You can transfer money between
your  Vanguard  fund account and an account at your bank,  savings and loan,  or
credit union on a systematic schedule or whenever you wish.
- --------------------------------------------------------------------------------
VANGUARD DIVIDEND EXPRESS(R) [BOOK]
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) [BOOK]
Toll-free  24-hour access to Vanguard fund and account  information--as  well as
some  transactions--by  using any touch-tone phone.  Tele-Account provides total
return,  share price, price change, and yield quotations for all Vanguard funds;
gives your account balances and history (e.g., last transaction, latest dividend
distribution);  and  allows  you to sell or  exchange  shares  to and from  most
Vanguard funds.
- --------------------------------------------------------------------------------
ONLINE TRANSACTIONS 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>

16

- -    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 [BOOK]
Invest assets held in an existing personal trust.
- --------------------------------------------------------------------------------
FOR INDIVIDUAL RETIREMENT ACCOUNTS [BOOK]
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 [BOOK]
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>

17

BUYING SHARES

You buy your shares at the Fund's next-determined net asset value after Vanguard
receives your request.  As long as your request is received  before the close of
regular trading on the New York Stock Exchange,  generally 4 p.m.  Eastern time,
you will buy your shares at that day's net asset value.
- --------------------------------------------------------------------------------
MINIMUM INVESTMENT TO . . .
open a new account
$10,000 (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
$10,000. 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-52
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 . . . [PHONE]
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>

18

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 Health Care Fund-52
[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>

19

REDEEMING SHARES

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

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

*May require a signature guarantee; see footnote on page 22.

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

In both  cases,  your  transaction  will be based on the Fund's  next-determined
share price,  subject to any special rules discussed in this "Redeeming  Shares"
section of the prospectus.
- --------------------------------------------------------------------------------
A NOTE ON REDEMPTION FEES
Shares  purchased on or after April 19, 1999, are subject to a 1% redemption fee
if redeemed  within five years of purchase;  shares  purchased  before April 19,
1999,  are  subject  to a 1%  redemption  fee if  redeemed  within  one  year of
purchase.  From time to time,  the Fund may  determine  to waive or  modify  the
redemption fee for certain categories of redemptions.
- --------------------------------------------------------------------------------
NOTE:  Once a redemption  is initiated  and a  confirmation  number  given,  the
transaction CANNOT be canceled.
- --------------------------------------------------------------------------------

HOW TO REQUEST A REDEMPTION
You can request a  redemption  from your Fund  account in any one of three ways:
online, by telephone, or by mail.
     The Vanguard funds whose shares you cannot  exchange online or by telephone
are:  VANGUARD U.S. STOCK INDEX FUNDS,  VANGUARD  BALANCED INDEX FUND,  VANGUARD
INTERNATIONAL  STOCK INDEX FUNDS,  VANGUARD REIT INDEX FUND, and VANGUARD GROWTH
AND INCOME FUND. These funds do, however,  permit online and telephone exchanges
within  IRAs and other  retirement  accounts.  If you sell shares of these funds
online, a redemption check will be sent to your address of record.
- --------------------------------------------------------------------------------
ONLINE REQUESTS www.vanguard.com [COMPUTER]
You can use your personal  computer to sell or exchange  shares of most Vanguard
funds by accessing our website.  To establish  this  service,  you must register
through our website.  We will then mail you an account access password that will
enable  you to sell  or  exchange  shares  online  (as  well  as  perform  other
transactions).
- --------------------------------------------------------------------------------

<PAGE>

20

TELEPHONE REQUESTS [PHONE]
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
- --------------------------------------------------------------------------------
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.

<PAGE>

21

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

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

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

For clients of Vanguard's Institutional Division . . .

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

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

<PAGE>

22

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

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

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

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

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

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

<PAGE>

23

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

TRANSFERRING REGISTRATION

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

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

For clients of Vanguard's Institutional Division . . .

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

FUND AND ACCOUNT UPDATES

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

<PAGE>

24

- --------------------------------------------------------------------------------
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 [BOOK]
Issued quarterly for most taxable accounts (accompanies your Portfolio Summary);
shows the average  cost of shares that you redeemed  during the  calendar  year,
using only the average cost single category method.
- --------------------------------------------------------------------------------

<PAGE>

GLOSSARY OF INVESTMENT TERMS

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

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

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

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

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

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

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

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

INDUSTRY CONCENTRATION
Focusing on the  securities  of a specific  industry  (such as energy,  gold and
precious metals, or health care).

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

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

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

PRINCIPAL
The amount of money you put into an investment.

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

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

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

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

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

<PAGE>

                                               [THE VANGUARD GROUP(R) SHIP LOGO]

                                                     Post Office Box 2600
                                                     Valley Forge, PA 19482-2600
FOR MORE INFORMATION
If you'd like more information about
Vanguard Health Care 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 1-202-942-8090. Reports and
other information about the Fund are
also available on the SEC's website
(www.sec.gov), or you can receive
copies of this information, for a fee,
by electronic request at the
following e-mail address:
[email protected], or by writing
the Public Reference Section,
Securities and Exchange
Commission, Washington, DC
20549-0102.

Fund's Investment Company Act
file number: 811-3916


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

P052N-052000


<PAGE>



                                                                VANGUARD(R)
                                                                REIT INDEX
                                                                FUND

                                                                Prospectus
                                                                May 31, 2000

This prospectus contains
financial data for the
Fund through the
fiscal year ended
January 31, 2000.


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

<PAGE>

VANGUARD REIT INDEX FUND
Prospectus

May 31, 2000

A Real Estate Stock Mutual Fund

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

  1 FUND PROFILE                            13 FINANCIAL HIGHLIGHTS

  3 ADDITIONAL INFORMATION                  15 INVESTING WITH VANGUARD

  4 AN INTRODUCTION TO INDEX FUNDS             15 Services and Account Features

  4 A WORD ABOUT RISK                          16 Types of Accounts

  5 WHO SHOULD INVEST                          17 Buying Shares

  6 PRIMARY INVESTMENT STRATEGIES              19 Redeeming Shares

  9 THE FUND AND VANGUARD                      22 Transferring Registration

 10 INVESTMENT ADVISER                         23 Fund and Account Updates

 11 DIVIDENDS, CAPITAL GAINS, AND TAXES     GLOSSARY (inside back cover)

 13 SHARE PRICE

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

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

This prospectus  explains the objective,  risks, and strategies of Vanguard REIT
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.
- --------------------------------------------------------------------------------


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 REIT Index Fund.

INVESTMENT OBJECTIVE

The Fund seeks to provide a high level of income and moderate  long-term capital
growth by seeking to match the  performance  of a benchmark  index that measures
the performance of publicly traded equity REITs.

INVESTMENT STRATEGIES
The Fund  normally  invests at least 98% of its assets in stocks  issued by real
estate  investment  trusts  (known as  REITs),  in an attempt  to  parallel  the
investment performance of the Morgan Stanley REIT Index. The Fund invests in the
stocks that constitute the Index.  The Fund's  remaining  assets are invested in
cash reserves.

PRIMARY RISKS
THE FUND'S TOTAL RETURN,  LIKE STOCK PRICES  GENERALLY,  WILL FLUCTUATE WITHIN A
WIDE RANGE, SO AN INVESTOR COULD LOSE MONEY OVER SHORT OR EVEN LONG PERIODS. The
Fund is also subject to:
- -    Real estate  industry risk,  which is the chance that property  values will
     fall due to a variety of factors, such as a decline in rental rates.
- -    Interest rate risk, which is the chance that changes in interest rates will
     hurt real estate values.

- -    Investment  style  risk,  which is the chance that  returns  from small- or
     mid-capitalization  stocks will trail  returns from other asset  classes or
     the  overall  stock  market.  Most  REITs are small-  and  mid-cap  stocks.
     Historically,  small- and mid-cap  stocks have been more  volatile in price
     than the  large-cap  stocks that  dominate  the S&P 500 Index,  and perform
     differently from the overall stock market.

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

      ----------------------------------------------------
                         ANNUAL TOTAL RETURNS
      ----------------------------------------------------
                         1997          18.77%
                         1998         -16.32%
                         1999          -4.04%
      ----------------------------------------------------
      The Fund's year-to-date return as of the most recent
      calendar quarter ended March 31, 2000, was 2.56%.
      ----------------------------------------------------


<PAGE>

2


     During the period shown in the bar chart, the highest return for a calendar
quarter was 11.51%  (quarter ended September 30, 1997) and the lowest return for
a quarter was -10.41% (quarter ended September 30, 1998).

      -----------------------------------------------------------------
       AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
      -----------------------------------------------------------------
                                          1 YEAR     SINCE INCEPTION*
      -----------------------------------------------------------------
      Vanguard REIT Index Fund            -4.04%           6.12%
      Morgan Stanley REIT Index           -4.43            5.90
      -----------------------------------------------------------------
      *May 13, 1996.
      -----------------------------------------------------------------

FEES AND EXPENSES
The following  table  describes the fees and expenses you may pay if you buy and
hold shares of the Fund. The expenses shown under Annual Fund Operating Expenses
are based upon those incurred during the fiscal year ended January 31, 2000.

      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:                                                     1%*

      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the Fund's assets)
      Management Expenses:                                              0.30%
      12b-1 Distribution Fee:                                            None
      Other Expenses:                                                   0.03%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                            0.33%

     *The 1% fee applies to shares redeemed  (either by selling or exchanging to
      another fund) within one year of purchase. The fee is withheld from
      redemption proceeds and retained by the Fund. Shares held for one year or
      more are NOT subject to the 1% fee.

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

- -------------------------------------------------
  1 YEAR      3 YEARS    5 YEARS      10 YEARS
- -------------------------------------------------
   $34         $106       $185          $418
- -------------------------------------------------

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

<PAGE>

3

- --------------------------------------------------------------------------------
                                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.  Vanguard  REIT Index  Fund's  expense  ratio in fiscal  year 2000 was
0.33%, or $3.30 per $1,000 of average net assets. The average real estate mutual
fund had  expenses in 1999 of 1.54%,  or $15.40 per $1,000 of average net assets
(derived  from data  provided by Lipper Inc.,  which  reports on the mutual fund
industry).  Management  expenses,  which  are one  part of  operating  expenses,
include investment advisory fees as well as other costs of managing a fund--such
as account maintenance,  reporting,  accounting, legal, and other administrative
expenses.

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

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                             THE COSTS OF INVESTING

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



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

DIVIDENDS AND CAPITAL GAINS                SUITABLE FOR IRAS
Distributions are paid in March,           Yes
June, September, and December.
These distributions may include dividends, MINIMUM INITIAL INVESTMENT
capital gains (which are taxable),         $3,000; $1,000 for IRAs and
and a return of capital (which is          custodial accounts for minors
generally nontaxable). Additional capital
gains may be distributed annually in       NEWSPAPER ABBREVIATION
December.                                  REIT

INVESTMENT ADVISER                         VANGUARD FUND NUMBER
The Vanguard Group, Valley Forge, Pa.,     123
since inception
                                           CUSIP NUMBER
INCEPTION DATE                             921908703
May 13, 1996

NET ASSETS AS OF JANUARY 31, 2000          TICKER SYMBOL
$888 million                               VGSIX

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

<PAGE>

4

AN INTRODUCTION TO INDEX FUNDS

WHAT IS INDEXING?

An index is an unmanaged group of securities  whose overall  performance is used
as a standard to measure the investment  performance of a particular  market. An
index (or "passively managed") fund tries to match, as closely as possible,  the
performance of an established  target index.  The fund does this by holding all,
or a representative sample, of the securities that constitute the index.
     Stock index  funds may seek to track  indexes  that hold a certain  type of
stock--such as growth or value,  small-cap or large-cap,  or those from just one
industry--or  they may seek to track  indexes that consist of a broader range of
stocks--for example, the entire U.S. stock market.
     Index funds do not have active managers,  who buy and sell securities based
on research and analysis in an attempt to  outperform a particular  benchmark or
the market as a whole. Rather, index funds are passively  managed--that is, they
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  performance  consistency.  Because  they  seek  to  track  market
     benchmarks,  index funds by definition will not perform dramatically better
     or worse than their target indexes.
- -    Low cost.  Index  funds do not have  many of the  expenses  of an  actively
     managed  fund,  such as research  costs;  in  addition,  they keep  trading
     activity--and thus brokerage commissions--to a minimum.
- -    Low  realization  of capital gains.  Because an index fund typically  sells
     securities only to respond to redemption requests or to adjust its holdings
     to reflect a change in its target index, the fund's turnover rate--and thus
     its realization of taxable capital gains--is usually very low.

     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.

- --------------------------------------------------------------------------------
A WORD ABOUT RISK

This  prospectus  describes risks you would face as an investor in Vanguard REIT
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.
- --------------------------------------------------------------------------------

<PAGE>

5

WHO SHOULD INVEST

The Fund may be a suitable investment for you if:
- -    You are seeking a simple,  low-cost way to diversify your stock,  bond, and
     money market investments with indirect exposure to real estate.
- -    You are seeking a stock fund that offers the  potential  for  above-average
     income.
- -    You are seeking  some growth of capital over the long  term--at  least five
     years.

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                             COSTS AND MARKET-TIMING

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

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

     The Fund has adopted the following  policies,  among others,  to discourage
short- term trading:

- -    The Fund  reserves  the right to  reject  any  purchase  request--including
     exchanges from other  Vanguard  funds--that it regards as disruptive to the
     efficient  management  of the Fund.  A purchase  request  could be rejected
     because  of the  timing  of the  investment  or  because  of a  history  of
     excessive trading by the investor.

- -    The Fund  imposes a 1%  redemption  fee on shares that are  redeemed by any
     method within one year of purchase.
- -    There is a limit on the  number of times you can  exchange  into and out of
     the Fund (see "Redeeming Shares" in the INVESTING WITH VANGUARD section).
- -    The Fund reserves the right to stop offering shares at any time.
- -    Telephone and online exchanges are not permitted for non-IRA accounts.

PRIMARY INVESTMENT STRATEGIES

This section explains the strategies that the investment adviser uses in pursuit
of the  Fund's  objective--above-average  income  and some  long-term  growth of
capital.  It also  explains  how the adviser  implements  these  strategies.  In
addition,  this section discusses several important  risks--real estate industry
risk,  market risk, and interest rate  risk--faced by investors in the Fund. The
Fund's Board of Trustees oversees the management of the Fund, and may change the
investment strategies in the interest of shareholders.

MARKET EXPOSURE
The Fund  intends to remain at least 98%  invested  in the stocks of real estate
investment  trusts  (REITs);  the  remaining  assets  will be  invested  in cash
reserves to maintain liquidity for shareholder redemptions.

<PAGE>

6

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                                      REITS

Rather than owning  properties  directly--which  can be costly and  difficult to
convert into cash when needed--some  investors buy shares in a company that owns
and manages  real  estate.  This  company is known as a real  estate  investment
trust, or REIT.  Unlike  corporations,  REITs do not have to pay income taxes if
they meet certain Internal Revenue Code  requirements.  To qualify,  a REIT must
distribute at least 95% of its taxable income to its shareholders and receive at
least 75% of that income from rents,  mortgages,  and sales of  property.  REITs
offer investors greater liquidity and diversification than direct ownership of a
handful of properties, as well as greater income potential than an investment in
common stocks. Like any investment in real estate, however, a REIT's performance
depends  on  several  factors,  such  as its  ability  to find  tenants  for its
properties,  to renew leases, and to finance property purchases and renovations.
That said, returns from REITs may not correspond to returns from direct property
ownership.

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

[FLAG] THE FUND IS SUBJECT TO REAL  ESTATE  INDUSTRY  RISK,  WHICH IS THE CHANCE
     THAT A REIT'S PROPERTIES COULD FALL IN VALUE.

     Because of its emphasis on REIT stocks,  the Fund's performance is strongly
linked to the ups and downs of the real estate market.  In general,  real estate
values are  affected  by a variety of factors,  including: supply and demand for
properties; the economic health of the country as well as different regions; and
the  strength  of  specific  industries  that rent  properties.  Ultimately,  an
individual  REIT's  performance  depends  on  the  types  and  locations  of the
properties  it owns  and on how  well  the  REIT  manages  its  properties.  For
instance,  rental income could decline because of extended vacancies,  increased
competition from nearby properties, tenants' failure to pay rent, or incompetent
management.   Property   values   could   decrease   because  of   overbuilding,
environmental  liabilities,  uninsured damages caused by natural disasters, loss
of IRS status as a qualified REIT, a general decline in the neighborhood, losses
due to casualty or  condemnation,  increases  in property  taxes,  or changes in
zoning laws.

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                                 TYPES OF REITS

An equity REIT,  which owns  properties,  generates income from rental and lease
payments and offers the potential for growth from property appreciation.  Equity
REITs  also  provide  occasional  capital  gains  from the sale of  property.  A
mortgage REIT makes loans to commercial real estate  developers.  Mortgage REITs
earn interest  income and are subject to credit risk (that is, the chance that a
developer  will  fail to  repay a loan).  A hybrid  REIT  holds  properties  and
mortgages. Vanguard REIT Index Fund invests in equity REITs only.
- --------------------------------------------------------------------------------

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


<PAGE>

7

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

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

     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.

- ---------------------------------------------------------
         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.
     REITs in the Morgan  Stanley  REIT  Index  tend to be small or  medium-size
companies; their market capitalizations generally range from $75 million to $6.5
billion.  Like  small-cap  stocks in general,  REIT stocks can be more  volatile
than--and at times will perform differently  from--the large-cap stocks found in
the S&P 500 Index.

     In  addition,  because  small-cap  stocks are  typically  less  liquid than
large-cap  stocks,  REIT stocks may  sometimes  experience  greater  share-price
fluctuations than the stocks of larger  companies.  Historically,  however,  the
significant amount of dividend income provided by REITs has tended to soften the
impact of this volatility.

[FLAG] THE FUND IS  SUBJECT TO  INTEREST  RATE  RISK,  WHICH IS THE CHANCE  THAT
     CHANGES IN INTEREST RATES COULD HURT REIT PERFORMANCE.

     In general,  during periods of high interest rates,  REITs may lose some of
their appeal for  investors  who may be able to obtain  higher yields from other
income-producing  investments,  such as long-term  bonds.  Higher interest rates
also mean that financing for property  purchases and improvements is more costly
and difficult to obtain.

<PAGE>

8

SECURITY SELECTION

The Fund employs an indexing,  or passively managed,  investment  approach.  The
Fund's adviser, The Vanguard Group, invests at least 98% of the Fund's assets in
REIT  securities in an attempt to parallel the  performance of the Fund's target
benchmark, the Morgan Stanley REIT Index.

     The Fund holds each stock  contained  in the Morgan  Stanley  REIT Index in
roughly the same proportions as in the Index itself.  For example,  if 5% of the
Morgan Stanley REIT Index were made up of the stock of a specific REIT, the Fund
would invest the same percentage of its noncash assets in that stock.

     The Morgan  Stanley REIT Index is made up of the stocks of publicly  traded
equity  REITs  (excluding  health-care  REITs) that meet certain  criteria.  For
example,  to be  included  in  the  Index,  a REIT  must  have  a  total  market
capitalization  of at least $100  million  and have  enough  shares and  trading
volume to be  considered  liquid.  In line with the Index,  the Fund  invests in
equity REITs only.
     As of January 31, 2000,  128 equity REITs were  included in the Index.  The
Index is rebalanced every calendar quarter,  as well as each time that a REIT is
removed from the Index.  A REIT may be removed from the Index because the REIT's
market  capitalization  falls below $75 million;  or because of other changes in
the REIT's status; because of corporate activity such as a merger,  acquisition,
leveraged  buyout,  bankruptcy,  IRS removal of REIT  status,  or a  fundamental
change in business.
     Stocks in the Morgan  Stanley  REIT Index  represent a broadly  diversified
range of property types. The Index's makeup, as of January 31, 2000, follows.

- -----------------------------------------------
PROPERTY TYPES             PERCENTAGE OF INDEX
- -----------------------------------------------
Office                             23%
Residential Apartments             22
Hotels                              6
Retail                             21
Industrial                         15
Diversified                        13
- -----------------------------------------------

TURNOVER RATE
Although the Fund  generally  seeks to invest for the long term,  it retains the
right to sell  securities  regardless of how long the securities have been held.
The Fund's average turnover rate since inception has been about 11%. (A turnover
rate of 100% would occur, for example,  if the Fund sold and replaced securities
valued at 100% of its net assets within a one-year period.)

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                                  TURNOVER RATE

Before  investing in a mutual fund,  you should review its turnover  rate.  This
gives an  indication  of how  transaction  costs could affect the fund's  future
returns.  In general,  the greater the volume of buying and selling by the fund,
the greater the impact that brokerage  commissions and other  transaction  costs
will have on its return. Also, funds with high turnover rates may be more likely
to generate  capital gains that must be  distributed to  shareholders  as income
subject to taxes. As of January 31, 2000, the average turnover rate for all real
estate funds was approximately 54%, according to Morningstar, Inc.
- --------------------------------------------------------------------------------


<PAGE>

9


THE FUND'S REDEMPTION FEE
The Fund charges a redemption fee on shares that are redeemed  (including  those
redeemed by exchanging to another  Vanguard fund) before they have been held for
one year. Because the Fund is intended for long-term  investors,  the redemption
fee ensures that the costs  associated with short-term  trading are borne by the
investors making the transactions--and not by the long-term  shareholders who do
not generate the costs.
     At  Vanguard,  all fees are paid  directly  into the fund itself  (unlike a
sales  charge or load that  non-Vanguard  funds may impose to  compensate  their
sales representatives).

OTHER INVESTMENT POLICIES AND RISKS
Besides  investing in common  stocks of REITs,  the Fund may make certain  other
kinds of investments to achieve its objective.

     The Fund may also  invest,  to a limited  extent,  in futures  and  options
contracts,  which  are  traditional  types of  derivatives.  Losses  (or  gains)
involving  futures can  sometimes be  substantial--in  part because a relatively
small  price  movement  in a futures  contract  may result in an  immediate  and
substantial  loss (or gain)  for a fund.  This  Fund  will not use  futures  for
speculative  purposes  or as  leveraged  investments  that  magnify the gains or
losses of an investment. The Fund's obligations under futures contracts will not
exceed 20% of its total assets.  To the extent that such contracts are utilized,
the Fund will not have 98% of its assets invested in REIT stocks.  However, such
contracts will only be utilized to mirror the performance of the Index.

     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.


<PAGE>

10

     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
January 31, 2000,  Vanguard  served as adviser for about $364 billion in assets.
Vanguard  manages  the Fund on an at-cost  basis,  subject to the control of the
Trustees and officers of the Fund.  For the fiscal year ended  January 31, 2000,
the advisory fees represented an effective annual rate of approximately 0.01% of
the Fund's average net assets.
     The adviser is authorized to choose  broker-dealers  to handle the purchase
and sale of the  securities  for the  Fund,  and to seek get the best  available
price and most  favorable  execution  from  these  brokers  with  respect to all
transactions.  In the interest of obtaining  better  execution of a transaction,
Vanguard  may choose  brokers who charge  higher  commissions.  If more than one
broker can obtain the best  available  price and most  favorable  execution of a
transaction,  then Vanguard is authorized to choose a broker who, in addition to
executing the  transaction,  will provide  research  services to Vanguard or the
Fund.  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.
     In the interest of obtaining better execution of a transaction, the adviser
may at times  choose  brokers who charge  higher  commissions.  If more than one
broker can obtain the best available  price and most favorable  execution,  then
the adviser is  authorized  to choose a broker who, in addition to executing the
transaction, will provide research services to the adviser or the Fund.

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

The individual 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;  A.B.,  Dartmouth  College;  M.B.A.,  University of
Chicago.

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

<PAGE>

11



DIVIDENDS, CAPITAL GAINS, AND TAXES

FUND DISTRIBUTIONS
Each March,  June,  September,  and December,  the Fund pays out to shareholders
virtually all of the distributions it receives from its REIT  investments.  Such
distributions may include return of capital and capital gains distributions. The
Fund  may also  realize  capital  gains  on the  sale of its  REIT  investments;
distributions of these gains, if any, are included in the December distribution.
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 expects to send you a statement each FEBRUARY showing the tax status of
all your  distributions.  (Other  Vanguard  funds mail their tax  statements  in
January;  the Fund  mails its  statements  later  because  REITs do not  provide
information  on the taxability of their  distributions  until after the calendar
year-end.) In addition, taxable investors should be aware of the following basic
tax points:
- -    Distributions  (other  than any return of  capital)  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 or local income taxes.
- -    Dividend distributions  attributable to the Fund's REIT investments are not
     eligible for the corporate dividends-received deduction.


<PAGE>

12


- -    Your cost basis in the Fund will be  decreased  by the amount of any return
     of capital  distributions that you receive.  This, in turn, will affect the
     amount  of any  capital  gain or loss  that you  realize  when  selling  or
     exchanging your Fund shares.
- -    Return of capital  distributions  generally  are not  taxable to you unless
     your cost basis has been  reduced  to zero.  If your cost basis is at zero,
     return of capital distributions will be taxed to you as capital gains.

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                                RETURN OF CAPITAL

The Internal  Revenue  Code  requires a REIT to  distribute  at least 95% of its
taxable  income to  investors.  In many  cases,  however,  because of  "noncash"
expenses such as property depreciation,  an equity REIT's cash flows will exceed
its taxable  income.  The REIT may  distribute  this excess cash to offer a more
competitive   yield  (in  other   words,   provide   investors   with  a  higher
distribution).  This portion of the  distribution  is  classified as a return of
capital.
- --------------------------------------------------------------------------------

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

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

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

<PAGE>

13

SHARE PRICE

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

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

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

FINANCIAL HIGHLIGHTS

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


<PAGE>

14

FINANCIAL HIGHLIGHTS (CONTINUED)

- --------------------------------------------------------------------------------
                                        VANGUARD REIT INDEX FUND
                             YEAR ENDED JANUARY 31,
                        ---------------------------------------MAY 13, 1996* TO
                          2000        1999         1998           JAN. 31, 1997
- --------------------------------------------------------------------------------
NET ASSET VALUE,
 BEGINNING OF PERIOD    $10.81      $13.98       $12.64                  $10.00
- --------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income    .660        .666         .590                    .341
 Net Realized and
   Unrealized Gain (Loss)
   on Investments        (.780)     (3.026)       1.520                   2.659
                        --------------------------------------------------------
   Total from Investment
    Operations           (.120)     (2.360)       2.110                   3.000
                        --------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net
  Investment Income      (.670)      (.666)       (.590)                  (.341)
 Distributions from
  Realized Capital Gains    --          --        (.086)                  (.005)
 Return of Capital       (.110)      (.144)       (.094)                  (.014)
                        --------------------------------------------------------
   Total Distributions   (.780)      (.810)       (.770)                  (.360)
- --------------------------------------------------------------------------------
NET ASSET VALUE, END
 OF PERIOD              $ 9.91      $10.81       $13.98                  $12.64
================================================================================

TOTAL RETURN**          -1.04%     -17.31%       17.08%                  30.33%
================================================================================

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of
  Period (Millions)       $888        $904       $1,317                    $655
 Ratio of Total
  Expenses to Average
  Net Assets             0.33%       0.26%        0.24%                  0.36%+
 Ratio of Net
   Investment Income
   to Average Net Assets 5.98%       5.19%        4.66%                  5.55%+
 Turnover Rate             12%         29%           2%                      0%
================================================================================

 *Inception.
**Total return figures do not reflect the 1% fee assessed on redemptions of
  shares held for less than one year.
 +Annualized.



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

The Fund began  fiscal 2000 with a net asset value  (price) of $10.81 per share.
During  the  year,  the Fund  earned  $0.66  per share  from  investment  income
(interest  and  dividends).  There  was  a  decline  of  $0.78  per  share  from
investments  that had  depreciated  in value or that were sold for lower  prices
than the Fund paid for them.

Shareholders  received  $0.78 per share in the form of  dividend  and  return of
capital distributions.  A portion of each year's distributions may come from the
prior year's income, capital gains, or return of capital.

Investment  losses  ($0.12 per share) plus the  distributions  ($0.78 per share)
resulted in a share  price of $9.91 at the end of the year.  This was a decrease
of $0.90 per share (from $10.81 at the beginning of the year to $9.91 at the end
of the year). For a shareholder who reinvested the distributions in the purchase
of more shares, the total return from the Fund was -1.04% for the year.

As of January 31, 2000,  the Fund had $888 million in net assets.  For the year,
its expense ratio was 0.33% ($3.30 per $1,000 of net assets); and net investment
income  amounted  to 5.98%  of its  average  net  assets.  It sold and  replaced
securities valued at 12% of its net assets.

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



"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. Vanguard REIT Index Fund
is not sponsored,  sold,  promoted,  or endorsed by Morgan  Stanley.  The Morgan
Stanley REIT Index is the exclusive  property of Morgan Stanley and is a service
mark of Morgan Stanley Group Inc.

<PAGE>

15

- --------------------------------------------------------------------------------
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 [BOOK]. 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.

NOTE: Limitations do apply; see page 19.

- --------------------------------------------------------------------------------
VANGUARD(R) DIRECT DEPOSIT SERVICE [BOOK]
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 [BOOK]
Automatic  method for  moving a fixed  amount of money  from one  Vanguard  fund
account to another.
- --------------------------------------------------------------------------------
VANGUARD FUND EXPRESS(R) [BOOK]

Electronic  method for buying or selling shares.  You can transfer money between
your  Vanguard  fund account and an account at your bank,  savings and loan,  or
credit union on a systematic schedule or whenever you wish.

- --------------------------------------------------------------------------------
VANGUARD DIVIDEND EXPRESS(R) [BOOK]
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) [BOOK]

Toll-free  24-hour access to Vanguard fund and account  information--as  well as
some  transactions--by  using any touch-tone phone.  Tele-Account provides total
return,  share price, price change, and yield quotations for all Vanguard funds;
gives your account balances and history (e.g., last transaction, latest dividend
distribution);  and  allows  you to sell or  exchange  shares  to and from  most
Vanguard funds.
- --------------------------------------------------------------------------------
ONLINE TRANSACTIONS 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>

16


- -    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 [BOOK]
Invest assets held in an existing personal trust.
- --------------------------------------------------------------------------------
FOR INDIVIDUAL RETIREMENT ACCOUNTS [BOOK]
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 [BOOK]
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>

17

BUYING SHARES

You buy your shares at the Fund's next-determined net asset value after Vanguard
receives your request.  As long as your request is received  before the close of
regular trading on the New York Stock Exchange,  generally 4 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-123
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 . . . [PHONE]
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>

18

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 REIT Index Fund-123
[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>

19

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 21.

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.
- --------------------------------------------------------------------------------
A NOTE ON REDEMPTION FEES
The Fund imposes a 1%  redemption  fee on shares that are redeemed by any method
within one year of  purchase. From time to time, the Fund may determine to waive
or modify the redemption fee for certain categories of redemptions.
- --------------------------------------------------------------------------------
NOTE:  Once a redemption  is initiated  and a  confirmation  number  given,  the
transaction CANNOT be canceled.
- --------------------------------------------------------------------------------

HOW TO REQUEST A REDEMPTION
You can request a  redemption  from your Fund  account in any one of three ways:
online, by telephone, or by mail.
     The Vanguard funds whose shares you cannot  exchange online or by telephone
are:  VANGUARD U.S. STOCK INDEX FUNDS,  VANGUARD  BALANCED INDEX FUND,  VANGUARD
INTERNATIONAL  STOCK INDEX FUNDS,  VANGUARD REIT INDEX FUND, and VANGUARD GROWTH
AND INCOME FUND. These funds do, however,  permit online and telephone exchanges
within  IRAs and other  retirement  accounts.  If you sell shares of these funds
online, a redemption check will be sent to your address of record.
- --------------------------------------------------------------------------------
ONLINE REQUESTS www.vanguard.com [COMPUTER]
You can use your personal  computer to sell or exchange  shares of most Vanguard
funds by accessing our website.  To establish  this  service,  you must register
through our website.  We will then mail you an account access password that will
enable  you to sell  or  exchange  shares  online  (as  well  as  perform  other
transactions).
- --------------------------------------------------------------------------------
TELEPHONE REQUESTS [PHONE]
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.


<PAGE>

20

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

Vanguard Tele-Account     Client Services
1-800-662-6273            1-800-662-2739
- --------------------------------------------------------------------------------
SPECIAL  INFORMATION:  We will automatically  establish the telephone redemption
option for your  account,  unless you instruct us  otherwise  in writing.  While
telephone  redemption is easy and convenient,  this account  feature  involves a
risk of loss from  unauthorized or fraudulent  transactions.  Vanguard will take
reasonable  precautions  to protect your  account from fraud.  You should do the
same by keeping your account information  private and immediately  reviewing any
account  statements  that  we  send  to  you.  Make  sure  to  contact  Vanguard
immediately about any transaction you believe to be unauthorized.
- --------------------------------------------------------------------------------
We reserve the right to refuse a telephone redemption if the caller is unable to
provide:
- -    The ten-digit account number.
- -    The name and address exactly as registered on the account.
- -    The primary Social Security or employer identification number as registered
     on the account.

- -    The Personal  Identification  Number (PIN),  if applicable  (for  instance,
     Tele-Account).

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

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

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

<PAGE>

21


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

For clients of Vanguard's Institutional Division . . .

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

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

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

- --------------------------------------------------------------------------------
CHECK REDEMPTIONS
Normally,  Vanguard  will  mail  your  check  within  two  business  days  of  a
redemption.
- --------------------------------------------------------------------------------
EXCHANGE REDEMPTIONS
As described  above, an exchange  involves using the proceeds of your redemption
to purchase shares of another Vanguard fund.
- --------------------------------------------------------------------------------

FUND EXPRESS(R) REDEMPTIONS
Vanguard  will  electronically  transfer  funds to your  pre-linked  checking or
savings account.
- --------------------------------------------------------------------------------

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

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

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


<PAGE>

22

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

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

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

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

TRANSFERRING REGISTRATION

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

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

<PAGE>

23

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 [BOOK]
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 March and September for this Fund.
- --------------------------------------------------------------------------------
TAX STATEMENTS
Generally mailed in January (except the Form 1099-DIV, which is generally mailed
in February);  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 [BOOK]

Issued quarterly for most taxable accounts (accompanies your Portfolio Summary);
shows the average  cost of shares that you redeemed  during the  calendar  year,
using only the average cost single category method.

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

<PAGE>

                     (THIS PAGE INTENTIONALLY LEFT BLANK.)

<PAGE>

GLOSSARY OF INVESTMENT TERMS

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

CAPITAL GAINS DISTRIBUTION

Payment to mutual fund  shareholders of gains realized on securities that 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.

COST BASIS
The adjusted cost of an investment, used to determine a capital gain or loss for
tax purposes.

DISTRIBUTIONS
Payments  to  shareholders  of dividend  income,  capital  gains,  and return of
capital generated by the fund's investment activities and distribution policies,
after expenses.

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-1distribution fees.



INDUSTRY CONCENTRATION
Focusing  on the  securities  of a  specific  industry  (such  as  real  estate,
technology, or utilities).



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.

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

PRINCIPAL

The amount of money you put into an investment.

REAL ESTATE INVESTMENT TRUST (REIT)
A company that owns and manages a fund of properties, mortgages, or both.

RETURN OF CAPITAL
A  nontaxable  portion  of  distributions.  In  general,  the  cost  basis of an
investment is reduced when a return of capital is  distributed,  deferring taxes
until the investment is sold.

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>

                                               [THE VANGUARD GROUP(R) SHIP LOGO]

                                                     Post Office Box 2600
                                                     Valley Forge, PA 19482-2600
FOR MORE INFORMATION
If you'd like more information about
Vanguard REIT 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 1-202-942-8090. Reports and
other information about the Fund are
also available on the SEC's website
(www.sec.gov), or you can receive
copies of this information, for a fee,
by electronic request at the
following e-mail address:
[email protected], or by writing
the Public Reference Section,
Securities and Exchange
Commission, Washington, DC
20549-0102.

Fund's Investment Company Act
file number: 811-3916


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

P123N-052000


<PAGE>



                                                                VANGUARD(R)
                                                                UTILITIES INCOME
                                                                FUND

                                                                Prospectus
                                                                May 31, 2000

This prospectus contains
financial data for the
Fund through the
fiscal year ended
January 31, 2000.


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

<PAGE>

VANGUARD UTILITIES INCOME FUND
Prospectus

May 31, 2000

A Growth and Income Mutual Fund

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

  1 FUND PROFILE                            13 FINANCIAL HIGHLIGHTS

  3 ADDITIONAL INFORMATION                  15 INVESTING WITH VANGUARD

  3 A WORD ABOUT RISK                          15 Services and Account Features

  4 WHO SHOULD INVEST                          16 Types of Accounts

  4 PRIMARY INVESTMENT STRATEGIES              17 Buying Shares

  9 THE FUND AND VANGUARD                      19 Redeeming Shares

  9 INVESTMENT ADVISER                         22 Transferring Registration

 10 DIVIDENDS, CAPITAL GAINS, AND TAXES        23 Fund and Account Updates

 12 SHARE PRICE                             GLOSSARY (inside back cover)

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

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

This  prospectus  explains the  objective,  risks,  and  strategies  of Vanguard
Utilities Income 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.
- -------------------------------------------------------------------------------


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 Utilities Income Fund.

INVESTMENT OBJECTIVES
The Fund  seeks to  provide,  primarily,  a high level of  current  income  and,
secondarily, moderate long-term growth of capital and income.

INVESTMENT STRATEGIES

The Fund invests mainly in common stocks of utility companies, which tend to pay
a higher rate of dividends  than the stocks of other types of companies.  Stocks
chosen for the Fund have attractive  prospects for long-term total returns,  and
dividends that are likely to be stable or increase over time.

PRIMARY RISKS
THE FUND'S TOTAL RETURN,  LIKE STOCK PRICES  GENERALLY,  WILL FLUCTUATE WITHIN A
WIDE RANGE, SO AN INVESTOR COULD LOSE MONEY OVER SHORT OR EVEN LONG PERIODS. The
Fund is also subject to:

- -    Industry concentration risk, which is the chance that the prices of utility
     stocks will fall due to industry-specific developments.
- -    Interest rate risk,  which is the chance that the prices of utility  stocks
     will fall because of rising interest rates.

- -    Manager  risk,  which is the chance that the adviser  will do a poor job of
     selecting securities.

PERFORMANCE/RISK INFORMATION

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

      ----------------------------------------------------
                         ANNUAL TOTAL RETURNS
      ----------------------------------------------------
                         1993          15.06%
                         1994          -8.55%
                         1995          34.03%
                         1996           5.28%
                         1997          25.09%
                         1998          21.83%
                         1999          -2.96%
      ----------------------------------------------------
      The Fund's year-to-date return as of the most recent
      calendar quarter ended March 31, 2000, was 7.24%.
      ----------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was 13.13% (quarter ended December 31, 1997) and the lowest return for a
quarter was -7.05% (quarter ended March 31, 1994).


<PAGE>

2


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

                                 1 YEAR         5 YEARS        SINCE INCEPTION*
      --------------------------------------------------------------------------
      Vanguard Utilities
      Income Fund                -2.96%          15.85%             12.54%
      S&P 500 Index              21.04           28.56              20.84
      Utilities Composite
      Index**                    -3.36           17.28              13.24
      --------------------------------------------------------------------------
       *May 15, 1992.
      **Utilities  Composite Index consists of 80% Equity Blend and 20% Shearson
        Lehman  Long-Term Utility Bond Index. The equity blend is made up of 50%
        Standard & Poor's Utilities  Index and 50%  Standard & Poor's  Telephone
        Index.
      --------------------------------------------------------------------------

FEES AND EXPENSES
The following  table  describes the fees and expenses you may pay if you buy and
hold shares of the Fund. The expenses shown under Annual Fund Operating Expenses
are based upon those incurred in the fiscal year ended January 31, 2000.

      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

      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the Fund's
      assets)
      Management Expenses:                                              0.38%
      12b-1 Distribution Fee:                                            None
      Other Expenses:                                                   0.02%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                            0.40%

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

- -------------------------------------------------
  1 YEAR      3 YEARS    5 YEARS      10 YEARS
- -------------------------------------------------
   $41          $128       $224         $505
- -------------------------------------------------

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

<PAGE>

3

- --------------------------------------------------------------------------------
                                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. Vanguard Utilities Income Fund's expense ratio in fiscal year 2000 was
0.40%, or $4.00 per $1,000 of average net assets.  The average  utilities mutual
fund had  expenses in 1999 of 1.45%,  or $14.50 per $1,000 of average net assets
(derived  from data  provided by Lipper Inc.,  which  reports on the mutual fund
industry).  Management  expenses,  which  are one  part of  operating  expenses,
include investment advisory fees as well as other costs of managing a fund--such
as account maintenance,  reporting,  accounting, legal, and other administrative
expenses.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                             THE COSTS OF INVESTING

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

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

DIVIDENDS AND CAPITAL GAINS               MINIMUM INITIAL INVESTMENT
Dividends are distributed                 $3,000; $1,000 for IRAs and custodial
quarterly in March, June, September, and  accounts for minors
December; capital gains, if any, are
distributed annually in December
                                          NEWSPAPER ABBREVIATION
INVESTMENT ADVISER                        Utility
Wellington Management Company, LLP,
Boston, Mass., since inception            VANGUARD FUND NUMBER
                                          057
INCEPTION DATE
May 15, 1992                              CUSIP NUMBER
                                          921908604

NET ASSETS AS OF JANUARY 31, 2000
$854 million

                                          TICKER SYMBOL
                                          VGSUX
SUITABLE FOR IRAS
Yes
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
A WORD ABOUT RISK

This  prospectus  describes  risks you would  face as an  investor  in  Vanguard
Utilities Income 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.
- --------------------------------------------------------------------------------

<PAGE>

4

WHO SHOULD INVEST

The Fund may be a suitable investment for you if:
- -    You are seeking a simple,  low-cost way to diversify your stock,  bond, and
     money market investments with indirect exposure to the utilities industry.
- -    You are seeking a stock fund that offers the  potential  for  above-average
     income.
- -    You are seeking growth of capital over the long term--at least five years.
- -    You  are  seeking  an  investment  that  may  perform  differently  from  a
     diversified stock or bond fund.

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

     The Fund has adopted the following  policies,  among others,  to discourage
short- term trading:

- -    The Fund  reserves  the right to  reject  any  purchase  request--including
     exchanges from other  Vanguard  funds--that it regards as disruptive to the
     efficient  management  of the Fund.  A purchase  request  could be rejected
     because  of the  timing  of the  investment  or  because  of a  history  of
     excessive trading by the investor.

- -    There is a limit on the  number of times you can  exchange  into and out of
     the Fund (see "Redeeming Shares" in the INVESTING WITH VANGUARD section).
- -    The Fund reserves the right to stop offering shares at any time.

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                             COSTS AND MARKET-TIMING

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

PRIMARY INVESTMENT STRATEGIES

This section explains the strategies that the investment adviser uses in pursuit
of the  Fund's  objectives--primarily  a  high  level  of  current  income,  and
secondarily  moderate  long-term growth of capital and income.  It also explains
how the adviser implements these strategies. In addition, this section discusses
several  important  risks--industry   concentration  risk,  stock  market  risk,
interest rate risk, and manager risk--faced by investors in the Fund. The Fund's
Board of  Trustees  oversees  the  management  of the Fund,  and may  change the
investment strategies in the interest of shareholders.


<PAGE>

5

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                                 UTILITY STOCKS

Utility stocks are issued by companies engaged in the generation,  transmission,
or distribution of electricity, telecommunications, gas, or water. Telephone and
electric  companies dominate the utility stock market.  Historically,  utilities
have been subject to strict  regulatory  oversight.  In recent  years,  however,
changes in the regulatory climate have allowed utilities to provide products and
services  outside  their  traditional  geographic  areas,  leading to  increased
competition and expanded  prospects for growth. The Fund seeks to take advantage
of  the  favorable  opportunities  expected  to  arise  from  these  changes  in
regulation.

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

MARKET EXPOSURE

The Fund  invests  at least 75% of its  assets in the  common  stocks of utility
companies.

[FLAG] THE FUND IS SUBJECT TO INDUSTRY  CONCENTRATION  RISK, WHICH IS THE CHANCE
     THAT THE  PRICES  OF  UTILITY  STOCKS  WILL  FALL DUE TO  INDUSTRY-SPECIFIC
     DEVELOPMENTS.

     Because of its  emphasis  on utility  stocks,  the  Fund's  performance  is
strongly  linked to the ups and downs of the  utilities  industry.  In  general,
utilities  are affected by a variety of factors.  Changing  regulation is one of
the key risks,  since  regulators,  largely at the state level,  control utility
revenues and costs and therefore may limit utility profits and dividends paid to
investors.  Also,  regulators  may  restrict a utility  company's  access to new
markets,  thereby  diminishing  the company's  long-term  prospects.  Individual
sectors of the utilities industry are subject to additional risks:

- -    Electric  utilities  may be burdened by  unexpected  increases  in fuel and
     other operating costs.  They may also be adversely  affected when long-term
     interest rates rise,  since  long-term  borrowings are used to finance most
     utility  investments;  rising rates lead to higher financing costs, as well
     as reduced earnings.  In addition,  utilities are increasingly being called
     upon  by  regulators  to bear  the  added,  heavy  costs  of  environmental
     compliance,  nuclear waste clean-up, and safety  regulation--costs that may
     not be fully recovered by an increase in revenues.
- -    Telephone  utilities  continue to be affected by technological  development
     leading  to  increased  competition,  as well  as  changing  regulation  of
     long-distance  telephone service and other  telecommunications  businesses.
     While certain  companies have benefited from the new  competitive  climate,
     others  have not,  and it is possible  that  increased  competition  in the
     future  may  hinder the  growth of more  traditionally  oriented  telephone
     companies.
- -    Certain gas  transmission  and  distribution  utilities have been moving to
     diversify into oil and gas exploration and development,  making  investment
     returns more sensitive to energy prices.
- -    The  water  utility  sector  is  highly  fragmented,  so most  water-supply
     companies  find  themselves  in mature  markets with little  potential  for
     growth.

[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.


<PAGE>

6


     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.

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

     The Fund is expected to exhibit  less  volatility  than stocks found in the
S&P 500 Index, or the stock market as a whole.  Historically,  utilities  stocks
have been one of the least  volatile  sectors of the stock market.  In addition,
the Fund's bond holdings help to further dampen stock market risk,  since stocks
and bonds tend to move in opposite directions.

[FLAG] THE FUND IS  SUBJECT TO  INTEREST  RATE  RISK,  WHICH IS THE CHANCE  THAT
     CHANGES IN INTEREST RATES COULD HURT UTILITY STOCKS.

     The prices of utility  stocks--more so than other stock market sectors--are
often influenced by trends in interest rates, rather than price movements in the
stock market.  This means that the Fund may at times move in the same  direction
as the bond market, rising and falling as interest rates change,  independent of
the stock market.

SECURITY SELECTION

Wellington  Management Company,  LLP, adviser to the Fund, selects stocks issued
by various companies in the utilities industry.

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

     At least 75% of the Fund's  assets are  invested in stocks of  companies in
the  business  of  generating,   transmitting,   or  distributing   electricity,
telecommunications,  gas,  or water.  Such  investments  will be selected on the
basis of  fundamental  analysis to identify  those  securities  that the adviser
believes will provide  current  income or the potential for growth in income and
capital over time. Of the various utilities,  the telephone and electric company
sectors dominate the Fund's stock investments.
     The Fund's  remaining  assets may be invested in utility bonds rated BBB or
better by Standard & Poor's  Corporation,  or Baa or better by Moody's Investors
Service, Inc. The


<PAGE>

7

Fund may also invest in bonds issued by foreign governments,  their agencies, or
instrumentalities,  or by companies  domiciled outside the United States;  these
bonds,  however,  must be valued in U.S.  dollars  and  rated A or  better.  The
telephone   and  electric   utility   sectors  also  dominate  the  Fund's  bond
investments,  since the market for utility  bonds is dominated by telephone  and
electric utility issuers.
     The Fund will sell a security when the adviser believes that an alternative
investment provides more attractive risk/return characteristics.

     As of January 31, 2000, the Fund's assets were invested  approximately  87%
in equity  securities and  approximately 9% in bonds, with the remainder in cash
reserves.  A breakdown  of the Fund's  stock  holdings  as of January 31,  2000,
follows.

- -------------------------------------------------------
             UTILITY STOCK DISTRIBUTION
- -------------------------------------------------------
TYPE OF STOCK                       PERCENTAGE OF FUND
- -------------------------------------------------------
Electric                                   49.0%
Telecommunications                         24.3
Gas Pipelines                              14.7
Gas Distribution                            5.7
Water                                       3.4
Other                                       2.0
Integrated Oils                             0.9
- -------------------------------------------------------
Total                                     100.0%
- -------------------------------------------------------

     The Fund is generally managed without regard to tax ramifications.

TURNOVER RATE

Although  the Fund  generally  seeks to invest  for the long  term,  it may sell
securities  regardless  of how long the  securities  have been held.  The Fund's
average  turnover  rate for the past five years has been about 43%.  (A turnover
rate of 100% would occur, for example,  if the Fund sold and replaced securities
valued at 100% of its net assets within a one-year period.)

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                                  TURNOVER RATE

Before  investing in a mutual fund,  you should review its turnover  rate.  This
gives an  indication  of how  transaction  costs could affect the fund's  future
returns.  In general,  the greater the volume of buying and selling by the fund,
the greater the impact that brokerage  commissions and other  transaction  costs
will have on its return. Also, funds with high turnover rates may be more likely
to generate  capital gains that must be  distributed to  shareholders  as income
subject to taxes.  As of January 31,  2000,  the average  turnover  rate for all
utilities funds was approximately 52%, according to Morningstar, Inc.

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

<PAGE>

8

OTHER INVESTMENT POLICIES AND RISKS

Besides  investing in utility stocks and bonds,  the Fund may make certain other
kinds of investments to achieve its objective.
     The Fund may invest up to 30% of its equity  assets in foreign  securities.
All or a portion  of these  foreign  securities  may be in the form of  American
Depositary  Receipts (ADRs) or European  Depositary  Receipts  (EDRs).  ADRs are
receipts  typically  issued  by a U.S.  bank  or  trust  company  that  evidence
ownership of underlying  securities  issued by a foreign  corporation.  EDRs are
receipts  issued in  Europe  that  evidence  a  similar  ownership  arrangement.
Generally, ADRs are designed for trading in the United States securities markets
and EDRs are designed for trading in European securities markets.
     To the extent that it owns foreign  securities,  the Fund is subject to (1)
country  risk,  which  is the  chance  that  political  events  (such as a war),
financial problems (such as government  default),  or natural disasters (such as
an  earthquake)  will weaken a country's  economy and cause  investments in that
country to lose money; and (2) currency risk, which is the chance that Americans
investing  abroad  could lose  money  because of a rise in the value of the U.S.
dollar versus foreign currencies.

     The Fund may purchase forward foreign currency  exchange  contracts to help
protect its holdings against unfavorable short-term changes in exchange rates. A
forward currency contract is an agreement to buy or sell a country's currency at
a specific price on a specific  date,  usually 30, 60, or 90 days in the future.
In other words, the contract  guarantees an exchange rate on a given date. These
contracts will not, however, prevent the Fund's securities from falling in value
during  foreign market  downswings.  Note that the Fund will not enter into such
contracts for speculative purposes.
     The Fund may also  invest,  to a limited  extent,  in futures  and  options
contracts,  which  are  traditional  types of  derivatives.  Losses  (or  gains)
involving  futures can  sometimes be  substantial--in  part because a relatively
small  price  movement  in a futures  contract  may result in an  immediate  and
substantial  loss (or gain)  for a fund.  This  Fund  will not use  futures  for
speculative  purposes  or as  leveraged  investments  that  magnify the gains or
losses of an investment. The Fund's obligations under futures contracts will not
exceed 20% of its total assets.

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

     The Fund may temporarily  depart from its normal  investment  policies--for
instance,   by  investing   substantially  in  cash  reserves--in   response  to
extraordinary market, economic, political, or other conditions. In doing so, the
Fund may succeed in avoiding losses but otherwise fail to achieve its investment
objective.


<PAGE>

9

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                                   DERIVATIVES

A derivative is a financial contract whose value is based on (or "derived" from)
a  traditional  security  (such  as a stock  or a  bond),  an  asset  (such as a
commodity like gold), or a market index (such as the S&P 500 Index).  Some forms
of  derivatives,  such as  exchange-traded  futures and  options on  securities,
commodities,  or indices, have been trading on regulated exchanges for more than
two decades.  These types of  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 these futures and options
from other types of derivatives that may be more specialized or complex. 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.

- --------------------------------------------------------------------------------
                                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 Fund employs Wellington Management Company, LLP (Wellington Management),  75
State Street, Boston, MA 02109, as its investment adviser. Wellington Management
manages the Fund  subject to the  control of the  Trustees  and  officers of the
Fund.
     Wellington  Management's advisory fee is paid quarterly.  This fee is based
on the total  assets of Vanguard  Utilities  Income Fund and the total assets of
two other Vanguard Specialized Funds managed by Wellington Management. The three
Funds pay Wellington  Management an aggregate fee calculated by applying certain
annual  percentage rates to the average  month-end net assets of the three Funds
for each quarter.
     Once the aggregate advisory fee to Wellington  Management is calculated for
Vanguard Utilities Income Fund and the two other funds, the total fee is reduced
in order that the


<PAGE>

10


advisory fee paid by Vanguard Utilities Income Fund does not exceed 0.08% of the
Fund's average net assets.
     For the fiscal year ended  January 31, 2000,  the  investment  advisory fee
paid to Wellington  Management  represented an effective annual rate of 0.06% of
the Fund's average net assets.
     The Fund has  authorized the adviser 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.
     The Board of Trustees may, without prior approval from shareholders, change
the terms of the advisory agreement or hire a new investment adviser,  either as
a replacement for Wellington  Management or as an additional  adviser.  However,
any such change will be communicated to shareholders in writing.

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

Wellington  Management  Company,  LLP is an investment  advisory firm founded in
1928.  As of January 31,  2000,  Wellington  Management  managed  more than $235
billion in assets,  including  all or part of 14  Vanguard  funds.  The  manager
responsible  for  overseeing  the  implementation  of  Wellington   Management's
strategy for Vanguard Utilities Income Fund is:

MARK J. BECKWITH,  Senior Vice  President and Partner of Wellington  Management;
has  worked  in  investment   management  since  1981;  has  managed   portfolio
investments  since 1989; with Wellington  Management since 1995; has advised the
Fund since 1996; B.S., Fairfield University, M.S., Stanford University.
- --------------------------------------------------------------------------------




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. Income dividends generally are distributed in March, June,
September,  and  December;   capital  gains  distributions  generally  occur  in
December.   In  addition,   the  Fund  may  occasionally  be  required  to  make
supplemental  dividend or capital gains  distributions at some other time during
the year. You can receive  distributions of income dividends or capital gains in
cash, or you can have them automatically reinvested in more shares of the Fund.


<PAGE>

11

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

                                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 or 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>

12

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

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

     Knowing the daily net asset value is useful to you as a shareholder because
it indicates the current value of your investment. The Fund's NAV, multiplied by
the  number of  shares  you own,  gives you the  dollar  amount  you would  have
received had you sold all of your shares back to the Fund that day.
     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  Funds." Different  newspapers
use different abbreviations of the Fund's name, but the most common is UTILITY.

<PAGE>

13

FINANCIAL HIGHLIGHTS

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

- --------------------------------------------------------------------------------
                                      VANGUARD UTILITIES INCOME FUND
                                          YEAR ENDED JANUARY 31,
                        --------------------------------------------------------
                          2000        1999         1998        1997        1996
- --------------------------------------------------------------------------------
NET ASSET VALUE,
 BEGINNING OF YEAR      $16.27      $14.97       $12.93      $12.84      $10.42
- --------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income     .49         .55          .58         .58         .56
 Net Realized and
  Unrealized Gain (Loss)
  on Investments          (.12)       2.35         2.32         .09        2.42
                        --------------------------------------------------------
   Total from Investment
    Operations             .37        2.90         2.90         .67        2.98
                        --------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net
  Investment Income       (.51)       (.59)        (.60)       (.56)       (.56)
 Distributions from
  Realized Capital
  Gains                  (1.20)      (1.01)        (.26)       (.02)         --
                        --------------------------------------------------------
   Total Distributions   (1.71)      (1.60)        (.86)       (.58)       (.56)
- --------------------------------------------------------------------------------
NET ASSET VALUE, END
 OF YEAR                $14.93      $16.27       $14.97      $12.93      $12.84
================================================================================

TOTAL RETURN             2.79%      19.92%       23.17%       5.51%      29.47%
================================================================================

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of
  Year (Millions)         $854        $952         $699        $644        $781
 Ratio of Total
  Expenses to Average
  Net Assets             0.40%       0.38%        0.44%       0.40%       0.44%
 Ratio of Net
   Investment Income to
   Average Net Assets    3.13%       3.51%        4.30%       4.63%       4.88%
 Turnover Rate             47%         55%          41%         38%         35%
================================================================================




<PAGE>

14


FINANCIAL HIGHLIGHTS (CONTINUED)

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

The Fund began  fiscal 2000 with a net asset value  (price) of $16.27 per share.
During  the  year,  the Fund  earned  $0.49  per share  from  investment  income
(interest  and  dividends).  There  was  a  decline  of  $0.12  per  share  from
investments  that  depreciated  in value or that were sold for lower prices than
the Fund paid for them.

Shareholders  received $1.71 per share in the form of dividend and capital gains
distributions.  A portion of each year's  distributions  may come from the prior
year's income or capital gains.

The  earnings  ($0.37  per  share)  minus the  distributions  ($1.71  per share)
resulted in a share price of $14.93 at the end of the year.  This was a decrease
of $1.34 per share (from  $16.27 at the  beginning  of the year to $14.93 at the
end of the year).  For a shareholder  who  reinvested the  distributions  in the
purchase of more shares, the total return from the Fund was 2.79% for the year.

As of January 31, 2000,  the Fund had $854 million in net assets.  For the year,
its expense ratio was 0.40% ($4.00 per $1,000 of net assets); and net investment
income  amounted  to 3.13%  of its  average  net  assets.  It sold and  replaced
securities valued at 47% of its net assets.
- --------------------------------------------------------------------------------


"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.

<PAGE>

15

- --------------------------------------------------------------------------------
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 [BOOK]. 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 [BOOK]
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 [BOOK]
Automatic  method for  moving a fixed  amount of money  from one  Vanguard  fund
account to another.
- --------------------------------------------------------------------------------
VANGUARD FUND EXPRESS(R) [BOOK]
Electronic  method for buying or selling shares.  You can transfer money between
your  Vanguard  fund account and an account at your bank,  savings and loan,  or
credit union on a systematic schedule or whenever you wish.
- --------------------------------------------------------------------------------
VANGUARD DIVIDEND EXPRESS(R) [BOOK]
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) [BOOK]

Toll-free  24-hour access to Vanguard fund and account  information--as  well as
some  transactions--by  using any touch-tone phone.  Tele-Account provides total
return,  share price, price change, and yield quotations for all Vanguard funds;
gives your account balances and history (e.g., last transaction, latest dividend
distribution);  and  allows  you to sell or  exchange  shares  to and from  most
Vanguard funds.
- --------------------------------------------------------------------------------
ONLINE TRANSACTIONS 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>

16


- -    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 [BOOK]
Invest assets held in an existing personal trust.
- --------------------------------------------------------------------------------
FOR INDIVIDUAL RETIREMENT ACCOUNTS [BOOK]
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 [BOOK]
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>

17

BUYING SHARES

You buy your shares at the Fund's next-determined net asset value after Vanguard
receives your request.  As long as your request is received  before the close of
regular trading on the New York Stock Exchange,  generally 4 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-57
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 . . . [PHONE]
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>

18

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 Utilities Income Fund-57
[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>

19

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 21.

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

- --------------------------------------------------------------------------------
TELEPHONE REQUESTS [PHONE]
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.

<PAGE>

20

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

Vanguard Tele-Account     Client Services
1-800-662-6273            1-800-662-2739
- --------------------------------------------------------------------------------
SPECIAL  INFORMATION:  We will automatically  establish the telephone redemption
option for your  account,  unless you instruct us  otherwise  in writing.  While
telephone  redemption is easy and convenient,  this account  feature  involves a
risk of loss from  unauthorized or fraudulent  transactions.  Vanguard will take
reasonable  precautions  to protect your  account from fraud.  You should do the
same by keeping your account information  private and immediately  reviewing any
account  statements  that  we  send  to  you.  Make  sure  to  contact  Vanguard
immediately about any transaction you believe to be unauthorized.
- --------------------------------------------------------------------------------
We reserve the right to refuse a telephone redemption if the caller is unable to
provide:
- -    The ten-digit account number.
- -    The name and address exactly as registered on the account.
- -    The primary Social Security or employer identification number as registered
     on the account.

- -    The Personal  Identification  Number (PIN),  if applicable  (for  instance,
     Tele-Account).

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

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

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

<PAGE>

21


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

For clients of Vanguard's Institutional Division . . .

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

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

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

OPTIONS FOR REDEMPTION PROCEEDS

You may receive your redemption  proceeds in one of three ways: check,  exchange
to another Vanguard fund, or Fund Express redemption.

- --------------------------------------------------------------------------------
CHECK REDEMPTIONS
Normally,  Vanguard  will  mail  your  check  within  two  business  days  of  a
redemption.
- --------------------------------------------------------------------------------
EXCHANGE REDEMPTIONS
As described  above, an exchange  involves using the proceeds of your redemption
to purchase shares of another Vanguard fund.
- --------------------------------------------------------------------------------

FUND EXPRESS(R) REDEMPTIONS
Vanguard  will  electronically  transfer  funds to your  pre-linked  checking or
savings account.
- --------------------------------------------------------------------------------


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

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

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


<PAGE>

22

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

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

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

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


TRANSFERRING REGISTRATION

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

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

<PAGE>

23

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 [BOOK]
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 March and September 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 [BOOK]

Issued quarterly for most taxable accounts (accompanies your Portfolio Summary);
shows the average  cost of shares that you redeemed  during the  calendar  year,
using only the average cost single category method.

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

<PAGE>

                     (THIS PAGE INTENTIONALLY LEFT BLANK.)

<PAGE>

GLOSSARY OF INVESTMENT TERMS



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.

DISTRIBUTIONS
Payments  to  shareholders  of dividend  income,  capital  gains,  and return of
capital generated by the fund's investment activities and distribution policies,
after expenses.

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-1distribution fees.



INDUSTRY CONCENTRATION
Focusing on the  securities  of a specific  industry  (such as energy,  gold and
precious metals, or health care).

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.

PRINCIPAL

The amount of money you put into an investment.

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

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

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

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

<PAGE>

                                               [THE VANGUARD GROUP(R) SHIP LOGO]

                                                     Post Office Box 2600
                                                     Valley Forge, PA 19482-2600
FOR MORE INFORMATION
If you'd like more information about
Vanguard Utilities Income 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 1-202-942-8090. Reports and
other information about the Fund are
also available on the SEC's website
(www.sec.gov), or you can receive
copies of this information, for a fee,
by electronic request at the
following e-mail address:
[email protected], or by writing
the Public Reference Section,
Securities and Exchange
Commission, Washington, DC
20549-0102.

Fund's Investment Company Act
file number: 811-3916


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

P057N-052000


<PAGE>



                                     PART B

                          VANGUARD(R) SPECIALIZED FUNDS

                                  (THE TRUST)

                      STATEMENT OF ADDITIONAL INFORMATION

                                  MAY 31, 2000

     This Statement is not a prospectus  but should be read in conjunction  with
the  Trust's  current  Prospectuses  (dated May 31,  2000).  To obtain,  without
charge,  a Prospectus or the most recent Annual  Report to  Shareholders,  which
contains the Funds'  financial  statements as hereby  incorporated by reference,
please call:


                        INVESTOR INFORMATION DEPARTMENT
                                 1-800-662-7447

                               TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

DESCRIPTION OF THE TRUST.....................................................B-1
INVESTMENT POLICIES..........................................................B-3
FUNDAMENTAL INVESTMENT LIMITATIONS...........................................B-8
MANAGEMENT OF THE FUNDS......................................................B-9
INVESTMENT ADVISORY SERVICES................................................B-12
PORTFOLIO TRANSACTIONS......................................................B-13
PURCHASE OF SHARES..........................................................B-14
REDEMPTION OF SHARES........................................................B-15
SHARE PRICE.................................................................B-15
YIELD AND TOTAL RETURN......................................................B-16
COMPARATIVE INDEXES.........................................................B-18
FINANCIAL STATEMENTS........................................................B-20

                            DESCRIPTION OF THE TRUST

ORGANIZATION

     The Trust was organized as a Pennsylvania  business trust in 1983, and then
reorganized  as a  Maryland  corporation  in  1986.  It  reorganized  again as a
Delaware business trust in June 1998. Prior to its  reorganization as a Delaware
business trust, the Trust was known as Vanguard Specialized Portfolios, Inc. The
Trust is registered  with the United States  Securities and Exchange  Commission
(the Commission)  under the Investment  Company Act of 1940 (the 1940 Act) as an
open-end,  diversified  management  investment  company. It currently offers the
following funds, each of which has outstanding one class of shares:

                             Vanguard(R) Energy Fund

                    Vanguard(R) Gold and Precious Metals Fund

                          Vanguard(R) Health Care Fund

                        Vanguard(R) Utilities Income Fund

                           Vanguard(R) REIT Index Fund

                (individually, a Fund; collectively, the Funds)

     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.

                                      B-1

<PAGE>

SERVICE PROVIDERS

     CUSTODIANS.  State  Street Bank and Trust  Company,  225  Franklin  Street,
Boston,  Massachusetts  02110, The Chase Manhattan Bank, N.A., 4 Chase MetroTech
Center,  Brooklyn,  New York 11245, and First Union National Bank,  PA4943,  530
Walnut Street, Philadelphia, Pennsylvania 19106, serve as the Funds' custodians.
The custodians are responsible for maintaining the Funds' assets and keeping all
necessary accounts and records of Fund assets.

     INDEPENDENT ACCOUNTANTS.  PricewaterhouseCoopers LLP, 30 South 17th Street,
Philadelphia,  Pennsylvania 19103, serves as the Funds' independent accountants.
The  accountants  audit  financial  statements  for the Funds 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 any Fund. Each Fund may be terminated by
reorganization  into another mutual fund or by liquidation  and  distribution of
the assets of the Fund. Unless terminated by reorganization or liquidation,  the
Funds 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 Fund shareholder 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 class or fund; or (iii)
the Trustees determine that it is necessary or desirable to obtain a shareholder
vote.  The 1940 Act requires a  shareholder  vote under  various  circumstances,
including to elect or remove  Trustees upon the written  request of shareholders
representing  10% or more of a Fund's net assets,  and to change any fundamental
policy of the 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 Funds 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 net assets of the applicable Fund.

     PREEMPTIVE RIGHTS. There are no preemptive rights associated with shares of
the Funds.

     CONVERSION RIGHTS. There are no conversion rights associated with shares of
the Funds.

     REDEMPTION  PROVISIONS.  The Funds' redemption  provisions are described in
their  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.

                                      B-2

<PAGE>


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  objectives and
policies set forth in the Prospectuses.

     FOREIGN  INVESTMENTS.  As indicated in the  Prospectuses,  each Fund (other
than the REIT Index Fund) may include  foreign  securities to a certain  extent.
Investors should recognize that investing in foreign companies  involves certain
special considerations which are not typically associated with investing in U.S.
companies.

     Currency  Risk.  Since  the  stocks of  foreign  companies  are  frequently
denominated  in foreign  currencies,  and since the Funds may  temporarily  hold
uninvested  reserves in bank deposits in foreign  currencies,  the Funds will be
affected  favorably or  unfavorably by changes in currency rates and in exchange
control regulations,  and may incur costs in connection with conversions between
various  currencies.  The investment  policies of the Funds permit each 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.

     Country  Risk. As foreign  companies  are not generally  subject to uniform
accounting, auditing, and financial reporting standards and practices comparable
to those applicable to domestic companies,  there may be less publicly available
information  about certain  foreign  companies  than about  domestic  companies.
Securities of some foreign companies are generally less liquid and more volatile
than  securities  of  comparable  domestic  companies.  There is generally  less
government  supervision  and regulation of stock  exchanges, brokers, and listed
companies  than in the  U.S.  In  addition,  with  respect  to  certain  foreign
countries,  there is the possibility of expropriation 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
the  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.

     Federal Tax  Treatment of Non-U.S.  Transactions.  Special rules govern the
Federal income tax treatment of certain  transactions  denominated in terms of a
currency  other than the U.S.  dollar or determined by reference to the value of
one or more  currencies  other than the U.S.  dollar.  The types of transactions
covered by the special rules include the following:  (i) the  acquisition of, or
becoming the obligor under, a bond or other debt instrument  (including,  to the
extent provided in Treasury regulations,  preferred stock); (ii) the accruing of
certain  trade  receivables  and  payables;  and  (iii)  the  entering  into  or
acquisition  of any  forward  contract,  futures  contract,  option, or  similar
financial instrument if such instrument is not marked to market. The disposition
of a currency other than the U.S. dollar by a taxpayer whose functional currency
is the U.S.  dollar is also  treated as a  transaction  subject  to the  special
currency rules. However,  foreign  currency-related  regulated futures contracts
and nonequity options are generally not subject to the special currency rules if
they are or would be  treated as sold for their fair  market  value at  year-end
under the marking-to-market rules applicable to other futures

                                      B-3

<PAGE>

contracts  unless an election is made to have such  currency  rules apply.  With
respect to transactions  covered by the special rules,  foreign currency gain or
loss  is  calculated  separately  from  any  gain  or  loss  on  the  underlying
transaction  and is normally  taxable as ordinary income or loss. A taxpayer may
elect to treat as capital  gain or loss  foreign  currency  gain or loss arising
from certain identified forward contracts,  futures contracts,  and options that
are  capital  assets  in the hands of the  taxpayer  and which are not part of a
straddle.  The  Treasury  Department  issued  regulations  under  which  certain
transactions  subject to the special  currency rules that are part of a "section
988 hedging  transaction"  (as defined in the Internal  Revenue Code of 1986, as
amended,  and the  Treasury  regulations)  will be  integrated  and treated as a
single  transaction or otherwise treated  consistently for purposes of the Code.
Any gain or loss attributable to the foreign currency component of a transaction
engaged in by a Fund which is not subject to the special currency rules (such as
foreign equity  investments  other than certain preferred stock) 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
were  actually  distributed  by the fund,  but will also show the  amount of the
available offsetting credit or deduction.

     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  Commission's  rules,  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 any of
the  Funds,  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.  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 about the security's issuer.

     TURNOVER  RATE.  While the rate of turnover  is not a limiting  factor when
management deems changes appropriate,  it is anticipated that each Fund's annual
turnover rate will not normally exceed 100%. A turnover rate of 100% would occur
if all of the Fund's  securities,  exclusive of U.S.  Government  securities and
other  securities  whose  maturities at the time of acquisition  are one year or
less,  were  replaced  within  the period of one year.  Turnover  rates may vary
greatly  from year to year as well as within a  particular  year and may also be
affected by cash  requirements  for  redemptions  of each  Fund's  shares and by
requirements  which enable the Fund to receive certain favorable tax treatments.
The  turnover  rates  will,  of  course,  depend  in large  part on the level of
purchases and redemptions of shares of each Fund.  Higher turnover can result in
corresponding increases in brokerage costs to the Funds and their shareholders.

     FUTURES CONTRACTS. Each Fund may enter into futures contracts, options, and
options on futures  contracts  for several  reasons:  to maintain  cash reserves
while remaining fully invested,  to facilitate  trading,  to reduce  transaction
costs, or to seek higher  investment  returns when a futures  contract is priced
more  attractively  than  the  underlying  equity  security  or  index.  Futures
contracts provide for the future sale by one party and purchase by another party
of a specified amount of a specific security at a specified future time and at a
specified price.

                                      B-4

<PAGE>

Futures  contracts  which are  standardized  as to maturity date and  underlying
financial instrument are traded on national futures exchanges. Futures exchanges
and trading are  regulated  under the  Commodity  Exchange Act by the  Commodity
Futures Trading Commission (CFTC), a U.S. Government agency. Assets committed to
futures contracts will be segregated to the extent required by law.

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

     Futures traders are required to make a good faith margin deposit in cash or
government  securities  with a broker or custodian to initiate and maintain open
positions in futures contracts.  Each Fund's margin deposits will be placed in a
segregated  account maintained by the Fund's custodian bank. 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  which may range  upward  from less than 5% of the
value of the contract being traded.

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

     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
nonhedging  positions  do not  exceed  five  percent  of the value of the Fund's
portfolio. A 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,  the Fund  expects  that  approximately  75% of its  futures  contract
purchases will be "completed," that is, equivalent amounts of related securities
will have been  purchased  or are being  purchased by the Fund upon sale of open
futures contracts.

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

     Restrictions  on the Use of Futures  Contracts.  A Fund will not enter into
futures contract transactions to the extent that,  immediately  thereafter,  the
sum of its initial margin  deposits on open  contracts  exceeds 5% of the market
value of its total  assets.  In  addition,  a Fund will not enter  into  futures
contracts to the extent that its outstanding  obligations to purchase securities
under these contracts would exceed 20% of its total assets.

     Risk Factors in Futures Transactions. Positions in futures contracts may be
closed  out only on an  Exchange  which  provides  a  secondary  market for such
futures.  However, there can be no assurance that a liquid secondary market will
exist for any particular futures contract at any specific time. Thus, it may not
be  possible  to  close a  futures  position.  In the  event  of  adverse  price
movements,  a Fund would  continue to be required to make daily cash payments to
maintain its required margin.  In such situations,  if 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,  a Fund may be
required to make delivery of the instruments underlying

                                      B-5

<PAGE>

futures contracts it holds. The inability to close options and futures positions
also could have an adverse impact on the ability to effectively hedge.

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

     Utilization  of futures  transactions  by a Fund does  involve  the risk of
imperfect or no correlation,  particularly  considering  that futures  contracts
have set maturity dates (referred to as "expiration dates") while the underlying
equity  securities of the contract  generally do not. It is also possible that a
Fund could both lose money on futures contracts and also experience a decline in
value of its portfolio  securities.  There is also the risk of loss by a Fund of
margin deposits in the event of bankruptcy of a broker with whom the Fund has an
open position in a futures contract or related option. Additionally, investments
in futures  contracts and options involve the risk that the investment  advisers
will incorrectly predict stock market and interest rate trends.

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

     Federal Tax  Treatment  of Futures  Contracts.  Each Fund is  required  for
Federal income tax purposes to recognize as income for each taxable year its net
unrealized  gains and losses on certain  futures  contracts as of the end of the
year as well as those  actually  realized  during the year. In these cases,  any
gain or loss recognized  with respect to a futures  contract is considered to be
60%  long-term  capital  gain or loss and 40%  short-term  capital gain or loss,
without  regard to the  holding  period  of the  contract.  Gains and  losses on
certain other futures contracts  (primarily non-U.S.  futures contracts) are not
recognized  until the  contracts  are closed and are  treated  as  long-term  or
short-term  depending on the holding  period of the  contract.  Sales of futures
contracts  which  are  intended  to  hedge  against  a  change  in the  value of
securities  held by a Fund may affect the holding period of such securities and,
consequently,   the  nature  of  the  gain  or  loss  on  such  securities  upon
disposition.  A Fund may be  required  to defer  the  recognition  of  losses on
futures  contracts to the extent of any unrecognized  gains on related positions
held by the Fund.

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

     A Fund will distribute to shareholders annually any net capital gains which
have been  recognized for Federal  income tax purposes on futures  transactions.
Such distributions will be combined with distributions of capital gains realized
on the Fund's other  investments and shareholders  will be advised on the nature
of the transactions.

                                      B-6

<PAGE>


     REPURCHASE  AGREEMENTS.  Each Fund may invest in repurchase agreements with
commercial  banks,  brokers,  or dealers  either for  defensive  purposes due to
market  conditions  or to  generate  income  from its excess  cash  balances.  A
repurchase   agreement  is  an  agreement   under  which  the  Fund  acquires  a
fixed-income  security (generally a security issued by the U.S. Government or an
agency  thereof,  a banker's  acceptance, or a  certificate  of deposit)  from a
commercial bank, broker, or dealer, subject to resale to the seller at an agreed
upon price and date  (normally,  the next business day). A repurchase  agreement
may be considered a loan collateralized by securities. The resale price reflects
an agreed upon interest rate  effective for the period the instrument is held by
the Fund and is unrelated to the interest rate on the underlying instrument.  In
these  transactions,  the  securities  acquired by the Fund  (including  accrued
interest  earned  thereon) must have a total value in excess of the value of the
repurchase  agreement  and are held by a custodian  bank until  repurchased.  In
addition,  the Funds'  Board of Trustees  will  monitor  each Fund's  repurchase
agreement transactions generally and will establish guidelines and standards for
review by the investment adviser of the creditworthiness of any bank, broker, or
dealer party to a repurchase agreement with any Fund.

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

     LENDING OF  SECURITIES.  Each Fund may lend its  securities on a short-term
basis  or  long-term  basis  to  qualified  institutional  investors  (typically
brokers,  dealers,  banks, or other financial  institutions)  who need to borrow
securities in order to complete  certain  transactions,  such as covering  short
sales,   avoiding  failures  to  deliver  securities, or  completing   arbitrage
operations.  By lending its securities,  the Fund will be attempting to increase
its net investment  income through the receipt of interest on the loan. Any gain
or loss in the market price of the securities loaned that might occur during the
term of the loan would be for the account of the Fund. The terms, the structure,
and the aggregate  amount of such loans must be consistent with the 1940 Act and
the Rules 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 a value at all times
not less than 100% of the value of the securities  loaned,  (b) the borrower add
to such collateral  whenever the price of the securities loaned rises (i.e., the
borrower  "marks to the market" on a daily basis),  (c) the loan be made subject
to  termination  by the Fund at any time, and (d) the Fund  receives  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 a
Fund will comply with all other applicable  regulatory  requirements,  including
the rules of the New York Stock  Exchange,  which  rules  presently  require the
borrower, after notice, to redeliver the securities within the normal settlement
time of three business days. All relevant facts and circumstances, including the
creditworthiness  of the broker, dealer, or  institution,  will be considered in
making decisions with respect to the lending of securities, subject to review by
the Funds' Board of Trustees.

     At the  present  time,  the Staff of the  Commission  does not object if an
investment  company pays  reasonably  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

                                      B-7

<PAGE>

for a comparable  transaction.  In addition,  a Vanguard fund may participate in
the program only if and to the extent that such participation is consistent with
the fund's  investment  objective and other investment  policies.  The Boards of
Trustees of the Vanguard funds are  responsible  for ensuring that the interfund
lending program  operates in compliance with all conditions of the  Commission's
exemptive order.

     TEMPORARY  INVESTMENTS.  The Funds (excluding the REIT Index Fund) may take
temporary  defensive  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,  the  Funds  may fail to  achieve  their  investment
objectives.




                       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,  reverse  repurchase  agreements,   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  or  commodity
contracts,  except  that it may  invest in  forward  foreign  currency  exchange
transactions,  and that each Fund may invest in futures contracts and options on
futures and securities.  No more than 5% of each Fund's total assets may be used
as initial  margin deposit for futures  contracts,  and no more than 20% of each
Fund's total assets may be obligated under stock futures contracts or options at
any time.  The Gold and  Precious  Metals  Fund may also  invest in  bullion  as
described in the prospectus.

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

     ILLIQUID  SECURITIES.  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 will concentrate its assets in securities
of issuers in a particular industry or group of industries denoted by the Fund's
name.

     INVESTING  FOR CONTROL.  Each Fund may not invest in a company for purposes
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 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 or customarily  purchased
by  institutional  investors,  by lending its portfolio  securities,  or through
Vanguard's interfund lending program.

     MARGIN.  Each Fund may not purchase securities on margin or sell securities
short (unless by virtue of its  ownership of other  securities it has a right to
obtain, at no  added  cost,  securities  equivalent  in kind and  amount  to the
securities sold), except as permitted by the Fund's investment policies relating
to commodities.

                                      B-8

<PAGE>

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

     PUTS AND CALLS.  Each Fund may not invest in puts or calls, or combinations
thereof,  except as  permitted  by the Fund's  investment  policies  relating to
commodities.

     REAL ESTATE.  Each Fund (with the  exception of the REIT Index Fund,  which
may invest 100% of its assets in real estate  investment  trusts) may not invest
directly in real estate,  although it may invest in securities of companies that
deal in real estate, or interests therein.

     SENIOR  SECURITIES.  Each Fund may not issue senior  securities,  except as
permitted by the 1940 Act.

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

     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.

     None of these limitations prevent a Fund from participating in The Vanguard
Group (Vanguard).  Because each Fund is a member of Vanguard,  the Funds 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.

                            MANAGEMENT OF THE FUNDS

OFFICERS AND TRUSTEES

     The  officers  of  each  Fund  manage  its  day-to-day  operations  and are
responsible to the Fund's 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 funds  administered by Vanguard.  The mailing address of the Trustees and
officers of the Funds is Post Office Box 876, Valley Forge, Pennsylvania 19482.




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

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

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

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

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

                                      B-9

<PAGE>


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,   Inc.   (Machinery/Coal/Appliances),   and  Newfield
Exploration Co.  (Energy);  formerly,  Director and Senior Partner of McKinsey &
Co., and President of New York University.

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

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

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

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

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

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

THE VANGUARD GROUP

     Each Fund is a member of The Vanguard Group of Investment Companies,  which
consists  of more  than  100  funds.  Vanguard  employs  a  supporting  staff of
management  personnel needed to provide the requisite  services to the funds and
also  furnishes  the  funds  with  necessary  office  space,  furnishings,   and
equipment.  Each  fund  pays its  share of  Vanguard's  net  expenses  which are
allocated  among the funds under  procedures  approved  by the  Trustees of each
fund.  In  addition,  each fund  bears its own  direct  expenses  such as legal,
auditing, and custodian fees.

     The officers of the Funds and the other  Vanguard  funds are also  officers
and  employees  of  Vanguard.  No officer or  employee is  permitted  to own any
securities of any external adviser for the Vanguard funds.

     Vanguard and the Funds'  advisers have adopted Codes of Ethics  designed to
prevent employees who may have access to nonpublic information about the trading
activities of the Fund (access  persons) from profiting  from that  information.
The Codes permit access  persons to invest in securities for their own accounts,
including  securities that may be held by the 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 January 31, 2000, each
Fund had contributed  capital to Vanguard  representing 0.02% of each Fund's net
assets.  The  total  amount  contributed  by the  Funds  was  $2,684,000,  which
represented 2.8% of Vanguard's  capitalization.  The Amended and Restated Funds'
Service Agreement provides as follows: (a) each Vanguard fund may be called upon
to invest up to 0.40% of its  current  assets in  Vanguard,  and (b) there is no
other  limitation on the dollar amount that each Vanguard fund may contribute to
Vanguard's capitalization.

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

                                      B-10

<PAGE>


     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 the Vanguard funds based upon their relative net assets.  The
remaining  one half of these  expenses is  allocated  among the funds based upon
each fund's sales for the preceding 24 months relative to the total sales of the
funds as a group. Provided,  however, that no fund's aggregate quarterly rate of
contribution  for  distribution  expenses of a marketing and promotional  nature
shall  exceed 125% of the average  distribution  expense  rate for The  Vanguard
Group,  and that no fund shall incur annual  distribution  expenses in excess of
20/100 of 1% of its average month-end net assets.

     During the fiscal years ended January 31, 1998,  1999,  and 2000, the Funds
incurred the following  approximate  amounts of The Vanguard Group's  management
(including transfer agency), distribution, and marketing expenses.

      FUND                                  1998         1999           2000
      ----                                  ----         ----           ----
      Energy Fund. . . . . . . . . . $ 2,923,000  $ 3,200,000    $ 3,926,000
      Gold and Precious Metals Fund.   1,477,000    1,598,000      1,731,000
      Health Care Fund . . . . . . .  11,041,000   18,650,000     34,004,000
      Utilities Income Fund. . . . .   2,082,000    2,417,000      3,105,000
      REIT Index Fund. . . . . . . .   2,224,000    2,774,000      2,909,000

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

TRUSTEE COMPENSATION

     The same  individuals  serve as  Trustees of all  Vanguard  funds (with two
exceptions,  which are noted in the  table on page  B-12),  and each fund pays a
proportionate  share of the  Trustees'  compensation.  The  funds  employ  their
officers on a shared basis,  as well.  However,  officers are compensated by The
Vanguard Group, Inc., not the funds.

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

- -    The  independent  Trustees  receive an annual fee for their  service to the
     funds, which is subject to reduction based on absences from scheduled Board
     meetings.

- -    The  independent  Trustees are reimbursed for the travel and other expenses
     that they incur in attending Board meetings.

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

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

                                      B-11

<PAGE>

                           VANGUARD SPECIALIZED FUNDS
                               COMPENSATION TABLE


<TABLE>
<CAPTION>
<S>                       <C>               <C>                   <C>                 <C>
                                                PENSION OR                            TOTAL COMPENSATION
                            AGGREGATE       RETIREMENT BENEFITS                            FROM ALL
                          COMPENSATION      ACCRUED AS PART OF                          VANGUARD FUNDS
                              FROM             THESE FUNDS'       ESTIMATED ANNUAL         PAID TO
NAMES OF TRUSTEES          THESE FUNDS           EXPENSES          BENEFITS UPON           TRUSTEES
                               (1)                 (1)               RETIREMENT               (2)
- ---------------------------------------------------------------------------------------------------------
John C. Bogle(3)               None                None                 None                   None
John J. Brennan                None                None                 None                   None
JoAnn Heffernan Heisen       $2,651                $146              $15,000                $80,000
Bruce K. MacLaury            $2,744                $247              $12,000                $75,000
Burton G. Malkiel            $2,670                $242              $15,000                $80,000
Alfred M. Rankin, Jr.        $2,651                $177              $15,000                $80,000
John C. Sawhill              $2,651                $224              $15,000                $80,000
James O. Welch, Jr.          $2,651                $258              $15,000                $80,000
J. Lawrence Wilson           $2,651                $187              $15,000                $80,000
</TABLE>
- ---------
(1)  The amounts  shown in this column are based on the Funds' fiscal year ended
     January 31, 2000.

(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.

                          INVESTMENT ADVISORY SERVICES

     INVESTMENT ADVISORY AGREEMENT WITH WELLINGTON  MANAGEMENT COMPANY, LLP. The
Funds employ Wellington Management Company, LLP (Wellington Management) under an
investment  advisory  agreement to manage the investment and reinvestment of the
assets  of  the  Energy,   Health  Care,  and  Utilities  Income  Funds  and  to
continuously  review,  supervise,  and  administer  each such Fund's  investment
program.  Wellington Management  discharges its responsibilities  subject to the
control of the officers and Trustees of the Funds. Under the investment advisory
agreement,  the three Funds are required to pay the adviser an aggregate  fee at
the end of each fiscal quarter,  calculated by applying a quarterly rate,  based
on the following annual percentage rates, to the aggregate average month-end net
assets of the Portfolios for the quarter:

            NET ASSETS                              RATE
            ----------                              ----
            First $500 million . . . . . . . . .   .150%
            Next $500 million. . . . . . . . . .   .125%
            Next $1 billion. . . . . . . . . . .   .100%
            Next $1 billion. . . . . . . . . . .   .075%
            Over $3 billion. . . . . . . . . . .   .050%

     The advisory fee is based on the total assets of the Funds and is allocated
to each Fund based on the  relative net assets of each.  In  addition,  once the
advisory fee to Wellington  Management  is calculated  for the three Funds under
this schedule, the total fee will be reduced in order that the advisory fee paid
by the Utilities Income Fund does not exceed 0.08%.

     During the fiscal years ended January 31, 1998,  1999,  and 2000, the Funds
paid the following amounts in advisory fees to Wellington Management.

      FUND                          1998         1999           2000
      ----                          ----         ----           ----
      Energy Fund. . . .      $  863,000   $  688,000     $  646,000
      Health Care Fund. .      3,062,000    4,847,000      6,662,000
      Utilities Income Fund      484,000      550,000        587,000

                                      B-12

<PAGE>


     Description   of  Wellington   Management.   Wellington   Management  is  a
Massachusetts limited liability partnership,  of which the following persons are
managing partners: Laurie A. Gabriel, Duncan M. McFarland, and John R. Ryan.

     INVESTMENT ADVISORY AGREEMENT WITH M & G GROUP P.L.C. The Gold and Precious
Metals  Fund  has  entered  into an  investment  advisory  agreement  with M & G
Investment Management Limited (M & G), to manage it assets. Under this agreement
M & G manages  the  investment  and  reinvestment  of the assets of the Gold and
Precious Metals Fund and continuously reviews,  supervises,  and administers the
Fund's investment program. M & G will discharge its responsibilities  subject to
the control of the officers and Trustees of the Fund.




     The Gold and  Precious  Metals Fund will pay M & G a fee at the end of each
fiscal quarter,  calculated by applying a quarterly rate, based on the following
annual  percentage  rates, to the aggregate  average month-end net assets of the
Fund for the quarter:

            NET ASSETS                                RATE
            ----------                                ----
            First $100 million . . . . . . . . .      .30%
            Next $150 million. . . . . . . . . .      .20%
            Next $250 million. . . . . . . . . .      .15%
            Over $500 million. . . . . . . . . .      .10%

     During the fiscal years ended January 31, 1998,  1999,  and 2000,  the Gold
and Precious Metals Fund paid advisory fees of $826,000, $712,000, and $739,000,
respectively, to M & G.

     Description of M & G. M & G is a wholly-owned subsidiary of the M & G Group
P.L.C. M & G Group P.L.C. is a wholly-owned subsidiary of Prudential Corporation
plc (an  English  insurance  company  not  related to The  Prudential  Insurance
Company of America).

     INVESTMENT ADVISORY SERVICES PROVIDED BY THE VANGUARD GROUP. An experienced
investment  management staff employed directly by Vanguard  provides  investment
advisory  services to Vanguard REIT Index Fund on an at-cost  basis.  During the
fiscal years ended January 31, 1998, 1999, and 2000, the Fund incurred  expenses
for investment advisory services of approximately $22,000, $53,000, and $80,000,
respectively.

     DURATION AND  TERMINATION  OF INVESTMENT  ADVISORY  AGREEMENTS.  The Funds'
current  agreement  with each  adviser  is  renewable  for  successive  one year
periods,  only if each renewal is specifically  approved by a vote of the Funds'
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.  An agreement is  automatically  terminated  if
assigned,  and may be terminated by the Fund without  penalty,  at any time, (1)
either by vote of the Board of  Trustees on sixty (60) days'  written  notice to
the adviser,  or (2) by the adviser upon ninety (90) days' written notice to the
Fund.

                             PORTFOLIO TRANSACTIONS

     The investment  advisory  agreements with  Wellington  Management and M & G
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 securities for the Funds and directs the investment  adviser to use its
best efforts to obtain the best  available  price and most  favorable  execution
with respect to all  transactions  for the Funds.  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 investment  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 and
statistical  information,  and provide  other  services in addition to execution
services to the Funds and/or the investment adviser. Each investment adviser

                                      B-13

<PAGE>

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.

     The investment advisory agreements also incorporate the concepts of Section
28(e) of the Securities  Exchange Act of 1934 by providing that,  subject to the
approval of the Funds' Board of Trustees,  each investment adviser may cause the
Funds to pay a broker-dealer  which furnishes  brokerage and research services a
higher commission than that which might be charged by another  broker-dealer for
effecting  the  same  transaction;  provided  that  such  commission  is  deemed
reasonable  in  terms of  either  that  particular  transaction  or the  overall
responsibilities  of the investment  adviser to the Funds and the other funds in
Vanguard.

     Currently,  it is the Funds'  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 that
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 the Funds.
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  adviser and/or the Funds.
However,  the  investment  advisers have informed the Funds that they  generally
will not pay higher  commission rates  specifically for the purpose of obtaining
research services.

     During the fiscal years ended January 31, 1998,  1999,  and 2000, the Funds
paid the following amounts in brokerage commissions.

      FUND                                 1998         1999           2000
      ----                                 ----         ----           ----
      Energy Fund. . . . . . . . . . $  668,000   $  903,000     $  492,000
      Gold and Precious Metals Fund.    807,000      533,000        635,000
      Health Care Fund . . . . . . .  2,171,000    4,587,000      6,175,000
      Utilities Income Fund. . . . .    717,000    1,057,000      1,292,000
      REIT Index Fund. . . . . . . .    542,000      705,000        342,000

     Some  securities  considered  for  investment  by  one  Fund  may  also  be
appropriate  for  the  other  funds  and/or  clients  served  by the  investment
advisers.  If  purchase or sale of  securities  consistent  with the  investment
policies of a Fund,  the other funds,  and/or one or more of these other clients
are considered at or about the same time,  transactions  in such securities will
be allocated  among the Funds and the other 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
Funds' Board of Trustees.

                               PURCHASE OF SHARES

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

TRADING SHARES THROUGH CHARLES SCHWAB

     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,  a Fund will be deemed to have  received a
purchase or redemption order when Schwab or, if applicable,  Schwab's authorized
designee, accepts the order in accordance with the Fund's instructions. Customer
orders that are properly  transmitted  to the Fund by Schwab,  or if applicable,
Schwab's authorized designee, will be priced as follows:

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

                                      B-14

<PAGE>

     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

     Each Fund may suspend redemption privileges or postpone the date of payment
(i) during any period that the New York Stock Exchange is closed,  or trading on
the Exchange is  restricted as  determined  by the  Commission,  (ii) during any
period when an emergency  exists as defined by the rules of the  Commission as a
result  of which  it is not  reasonably  practicable  for 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.

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

     For the  Energy,  Gold  and  Precious  Metals,  and  REIT  Index  Funds,  a
redemption  fee of 1% of the value of shares  redeemed will be deducted from the
redemption proceeds if shares held for less than one year are redeemed.  For the
Health Care Fund,  shares  purchased on or after April 19, 1999 are subject to a
1% redemption fee if redeemed  within five years of purchase.  Shares  purchased
before April 19, 1999 are subject to a 1% redemption fee if redeemed  within one
year of purchase.  The fee is withheld from redemption  proceeds and retained by
the Fund. 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 Funds. In the event
of an early redemption due to a shareholder's death, all redemption fees will be
waived.  In order to  substantiate  the  death,  a  certified  copy of the death
certificate must be provided.

     There are no redemption fees associated with the Utilities Income Fund.

                                  SHARE PRICE

     Each Fund's share price,  or "net asset value" per share,  is calculated by
dividing the total assets of the Fund, less all liabilities, by the total number
of shares outstanding. The net asset value is determined as of the regular close
of the New York Stock Exchange (the Exchange,  generally 4:00 p.m. Eastern time)
on each day that 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 with remaining maturities of 60 days or less)
may be valued at cost,  plus or minus any amortized  discount or premium,  which
approximates market value.

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

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

                                      B-15

<PAGE>


     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 indexes. This
officially quoted exchange rate may be determined prior to or after the close of
a particular  securities  market. If such quotations are not available or do not
reflect  market  conditions  at the time a Fund is valued,  the rate of exchange
will be determined in accordance with policies  established in good faith by the
Board of Trustees.

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

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




                             YIELD AND TOTAL RETURN

     The yield of each Fund for the 30-day  period ended January 31, 2000 is set
forth below. Yields are calculated daily.

            Energy Fund. . . . . . . . . . . .            1.40%
            Gold and Precious Metals Fund. . .             N/A
            Health Care Fund. . . . . . . . . .           0.64%
            REIT Index Fund. . . . . . . . . .             N/A
            Utilities Income Fund. . . . . . .            3.06%

     The  average  annual  total  return of each Fund for the one-,  five-,  and
ten-year periods ended January 31, 2000 was as follows:

                               ONE YEAR ENDED  FIVE YEARS ENDED  TEN YEARS ENDED
                                 JANUARY 31,     JANUARY 31,        JANUARY 31,
                                    2000            2000               2000
                               -------------------------------------------------
      Energy Fund . . . . . .      25.83%          13.20%              9.24%
      Gold and Precious            17.49%          -4.93%             -2.75%
       Metals Fund. . . . . .
      Health Care Fund* . . .      10.57%          27.70%             22.56%
      REIT Index Fund . . . .      -1.04%           6.15%**              --
      Utilities Income Fund .       2.79%          15.71%             12.99%**
- ---------
*    Total return figures do not reflect the 1%  fee assessed on  redemptions of
     shares held for less than five years (or less than one year in  the case of
     shares purchased prior to April 19, 1999).
**   Since Inception: Inception for REIT Index Fund, May 13, 1996; Inception for
     Utilities Income Fund, May 15, 1992.

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 a 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

                                      B-16

<PAGE>


AVERAGE ANNUAL AFTER-TAX TOTAL RETURN QUOTATION

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

                                 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 hundredth of one percent.

CUMULATIVE TOTAL RETURN

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

                                C = (ERV/P) - 1

     Where:

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

                                      B-17

<PAGE>

SEC YIELDS

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

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

     Where:

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

                              COMPARATIVE INDEXES

     Each of the investment  company  members of The Vanguard  Group,  including
Vanguard  Specialized  Funds,  may,  from  time to time,  use one or more of the
following unmanaged indexes for comparative performance purposes.

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

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

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

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

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

WILSHIRE  5000 TOTAL MARKET  INDEX--consists  of more than 7,000  common  equity
securities,  covering  all  stocks  in the  U.S.  for  which  daily  pricing  is
available.

WILSHIRE  4500  COMPLETION  INDEX--consists  of all stocks in the Wilshire  5000
except for the 500 stocks in the Standard and Poor's 500 Index.

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, Australia, Asia, 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.

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

MORGAN STANLEY REIT  INDEX--consist  of approximately  125 stocks of equity Real
Estate  Investment  Trusts  (REITs).  REITs in the index meet size and liquidity
criteria  specified  by Morgan  Stanley.  The index has a market value of $111.5
billion.

LEHMAN BROTHERS  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  INDEX--consists  of over 4,500 U.S.
Treasury, agency, and investment-grade corporate bonds.

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

                                      B-18

<PAGE>


LEHMAN  BROTHERS  LONG-TERM  CORPORATE  BOND  INDEX--is  a subset of the  Lehman
Brothers   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.

MERRILL  LYNCH  DRD-ELIGIBLE  INDEX--includes  preferred  stock issues which are
eligible for the corporate dividends-received deduction.

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

COMPOSITE  INDEX--65% Lehman Brothers Corporate A 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).

COMPOSITE INDEX--63.75% S&P Utilities Index, 21.25% S&P Telephone Index, and 15%
Lehman Brothers Utility Bond Index.

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

RUSSELL  2000 STOCK  INDEX--consists  of the smallest  2,000  stocks  within the
Russell 3000; a widely-used benchmark for small capitalization common stocks.

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

LEHMAN BROTHERS MUTUAL FUND SHORT (1-5) GOVERNMENT/CORPORATE  INDEX--is a market
weighted index that contains  individually  priced U.S.  Treasury,  agency,  and
corporate  investment  grade bonds rated BBB- or better with maturities  between
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 Baa- or better with  maturities  greater  than ten years.  The
index has a market value of over $1.1 trillion.

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

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

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

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

RUSSELL  3000  INDEX--consists  of  approximately  the 3,000  largest  stocks of
U.S.-domiciled  companies  commonly  traded on the New York and  American  Stock
Exchanges or the NASDAQ over-the-counter market,  accounting for over 90% of the
market value of publicly traded Stocks in the U.S.

                                      B-19

<PAGE>


     Advertisements  which refer to the use of a Fund as a potential  investment
for  Individual  Retirement  Accounts  may  quote  a  total  return  based  upon
compounding  of dividends on which it is presumed no Federal income tax applies.
In assessing such  comparisons of yields,  an investor  should keep in mind that
the composition of the investments in the reported  averages is not identical to
the Fund and that the items  included in the  calculations  of such averages may
not be  identical to the formula  used by the Fund to  calculate  its yield.  In
addition there can be no assurance  that the Fund will continue its  performance
as compared to such other averages.

                              FINANCIAL STATEMENTS

     Each Fund's  financial  statements as of and for the year ended January 31,
2000 appearing in the Vanguard Specialized Funds' Annual Report to Shareholders,
and the report thereon of  PricewaterhouseCoopers  LLP, independent accountants,
also  appearing  therein,  are  incorporated  by reference in this  Statement of
Additional  Information.  For a more  complete  discussion  of the  performance,
please see the  Funds'  Annual  Report to  Shareholders,  which may be  obtained
without charge.

                                                               SAI051-05/31/2000

                                      B-20

<PAGE>


                                     PART C

                           VANGUARD SPECIALIZED FUNDS
                                OTHER INFORMATION

ITEM 23. EXHIBITS

(a)    Declaration of Trust**
(b)    By-Laws**
(c)    Reference is made to Articles III and V of the Registrant's Declaration
       of Trust
(d)    Investment Advisory Contracts**
(e)    Not applicable
(f)    Reference is made to the section entitled "Management of the Funds" in
       the Registrant's Statement of Additional Information
(g)    Custodian Agreements**
(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)    Not Applicable
(p)    Codes of Ethics*
- ----------
 * Filed herewith
** Filed previously

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

Wellington  Management  Company,  LLP  (Wellington  Management) 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 partners of
Wellington  Management,  together  with  any  information  as to  any  business,
profession,  vocation or employment of a substantial  nature  engaged in by such
officers  and  partners  during the past two years,  is  incorporated  herein by
reference  from  Schedules  B and D of form ADV filed by  Wellington  Management
pursuant to the Advisers Act (SEC File No. 801-15908).

                                       C-1

<PAGE>

     M&G Investment Management Limited (M&G) is an investment adviser registered
under the  Advisers  Act.  The list  required  by this Item 26 of  officers  and
directors of M&G, 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 from
Schedules  B and D of Form ADV filed by M&G  pursuant to the  Advisers  Act (SEC
File No. 801-21981).
     The Vanguard Group,  Inc.  (Vanguard) is an investment  adviser  registered
under the  Advisers  Act.  The list  required  by this Item 26 of  officers  and
directors  of  Vanguard,  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 from  Schedules B and D of Form ADV filed by Vanguard  pursuant to the
Advisers Act (SEC File No. 801-11953).

ITEM 27. PRINCIPAL UNDERWRITERS

(a)    Not Applicable
(b)    Not Applicable
(c)    Not Applicable

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS

The books, accounts, and other documents required to be maintained by Section 31
(a) of the Investment  Company Act and the rules promulgated  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,  First Union  National Bank,  PA4943,  530 Walnut
Street,  Philadelphia,  Pennsylvania 19106, State Street Bank and Trust Company,
225 Franklin Street, Boston,  Massachusetts 02110, and The Chase Manhattan Bank,
N.A., 4 Chase MetroTech Center, Brooklyn, New York 11245.

ITEM 29. MANAGEMENT SERVICES

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

ITEM 30. UNDERTAKINGS

Not Applicable

                                       C-2

<PAGE>


                                   SIGNATURES

Pursuant to the  requirements  of the  Securities Act of 1933 and the Investment
Company  Act of 1940,  the  Registrant  hereby  certifies  that it meets all the
requirements for effectiveness of this Registration  Statement  pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this  Post-Effective
Amendment  to 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 23rd day of May, 2000.

                                                  VANGUARD SPECIALIZED 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      May 23, 2000
   ---------------------------  Executive Officer, and Trustee
       (Heidi Stam)
       John J. Brennan*


By:/S/ JOANN HEFFERNAN HEISEN Trustee                         May 23, 2000
   ---------------------------
       (Heidi Stam)
       JoAnn Heffernan Heisen*


By:/S/ BRUCE K. MACLAURY      Trustee                         May 23, 2000
   ---------------------------
       (Heidi Stam)
       Bruce K. MacLaury*


By:/S/ BURTON G. MALKIEL      Trustee                         May 23, 2000
   ---------------------------
       (Heidi Stam)
       Burton G. Malkiel*


By:/S/ ALFRED M. RANKIN, JR.  Trustee                         May 23, 2000
   ---------------------------
       (Heidi Stam)
       Alfred M. Rankin, Jr.*


By:/S/ JAMES O. WELCH, JR.    Trustee                         May 23, 2000
   ---------------------------
       (Heidi Stam)
       James O. Welch, Jr.*


By:/S/ J. LAWRENCE WILSON     Trustee                         May 23, 2000
   ---------------------------
       (Heidi Stam)
       J. Lawrence Wilson*


By:/S/ THOMAS J. HIGGINS      Treasurer and Principal         May 23, 2000
   ---------------------------  Financial Officer and
       (Heidi Stam)             PrincipalAccounting Officer
       Thomas J. Higgins*

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

<PAGE>

                               INDEX TO EXHIBITS

Consent of Independent Accountants .................................... Ex-99.BJ
Codes of Ethics ....................................................... Ex-99.BP



                                                                   Exhibit-99.BJ

                       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. 28 to the registration  statement on Form N-1A (the  "Registration
Statement")  of our report  dated  March 10,  2000,  relating  to the  financial
statements  and  financial  highlights  appearing in the January 31, 2000 Annual
Report  to  Shareholders  of  Vanguard   Specialized   Funds,   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


May 19, 2000




                        M&G INVESTMENT MANAGEMENT LIMITED
                                 CODE OF ETHICS

           ADOPTED IN ACCORDANCE WITH THE RULES OF THE U.S. SECURITIES
                            AND EXCHANGE COMMISSION

                                  INTRODUCTION

M&G  Investment  Management  Limited  ("MAGIM") has  registered as an Investment
Adviser with the U.S.  Securities and Exchange Commission (the "SEC"). SEC rules
require:

(I)      an  investment  adviser to  establish  a Code of Ethics  applicable  to
         certain persons associated with the investment adviser;

(ii)     that these  associated  persons make certain  reports to the investment
         adviser regarding their securities transactions; and

(iii)    that the  investment  adviser use  reasonable  diligence  and institute
         procedures  reasonably  necessary to prevent  violations of the Code of
         Ethics.

Set out  below is the Code of Ethics  adopted  by MAGIM in  compliance  with the
rules of the SEC which is  applicable  to Directors of, and all persons who work
for, MAGIM.

This Code of Ethics is based on the  principle  that the  directors and officers
of, and those who work for, MAGIM owe a duty to the funds to which MAGIM acts as
manager or adviser ("the  Client") to conduct  their  affairs,  including  their
personal securities dealings, in such a way as to avoid:

         (a)  serving their own personal interests ahead of those of the Client;

         (b)  taking advantage of their position;

         (c)  any actual or potential conflicts of interest.

These rules are in addition to those  required to be observed  under  applicable
U.K. Law. The effective date of the Code of Ethics is 11th December 1995. Please
direct any questions relating to personal  securities  dealings to the Secretary
of MAGIM in the first instance.


<PAGE>


                                 CODE OF ETHICS


1.       DEFINITIONS

(a)     "Client"  means any fund for which  MAGIM  acts  as  investment  manager
        or adviser.

(b)     "Access person" means:

         (i)      each Director and officer of MAGIM; and

         (ii)     each  person  working  for MAGIM who places  sale or  purchase
                  orders, or who participates in, or whose duties relate to, the
                  making of any sale or purchase order for a Client; and

         (iii)    each  person  working  for  MAGIM  or any  of  its  affiliated
                  companies  who in connection  with his or her regular  duties,
                  obtains any information  concerning which securities are being
                  purchased or sold prior to the effective dissemination of such
                  recommendations.

(c)      "Beneficial ownership" generally includes ownership of those securities
         from  which  a  person   enjoys  some  economic   benefits   which  are
         substantially   equivalent  to  ownership  regardless  of  who  is  the
         registered owner.

         You are considered to be the beneficial owner of:

         (i)      securities  which  you hold for your  own  benefit  either  in
                  bearer form,  registered in your own name or otherwise whether
                  or not the securities are owned individually or jointly;

         (ii)     securities  held in the name of your  spouse,  minor  children
                  or other dependent relatives;

         (iii)    securities held by others for your benefit, such as securities
                  held by a trustee, executor or administrator or by custodians,
                  brokers or  relatives  (unless  you have no direct or indirect
                  influence or control over such account);

         (iv)     securities owned by a partnership of which you are a member;

         (v)      securities  held by a  corporation  which can  be  regarded as
                  your personal holding company; and

         (vi)     securities  recently  purchase   by you and awaiting  transfer
                  into your name.

<PAGE>


         "Beneficial  ownership"  does not include  ownership of securities over
         which you have a  substantial  measure of control but in which  neither
         you nor your  family have any direct or  indirect  beneficial  interest
         (e.g.  securities  held by a trust of which you are  trustee  but not a
         direct or indirect  beneficiary).  Therefore  such  securities  are not
         subject   to  the   "Prohibited   Transactions"   or   the   "Reporting
         Requirements"  described  below,  but one who has such  control  should
         avoid any activity which might appear to conflict with the interests of
         any Client or profit from any Client's transactions.

(d)      "Purchase  or sale of a security"  includes,  among other  things,  the
         writing of an option to purchase or sell a security.

(e)      "Security"  is broadly  construed to mean any kind of security in which
         any  of  MAGIM's  Clients  may  invest  and in the  case  of an  equity
         security, includes any related option, warrant or convertible security.

         The term does not, however, include units in any unit trust, securities
         issued by the Governments of the United  Kingdom,  the United States or
         of any EU Country,  bankers' acceptances,  bank certificates of deposit
         or commercial paper.

2.       PROHIBITED TRANSACTIONS -

(a)      It is a basic  policy  that no Access  Person  should be  permitted  to
         profit from the securities  activities of any Client.  Accordingly,  no
         Access  Person  may  purchase  or sell,  directly  or  indirectly,  any
         security in which that  person  has, or by reason of such  transactions
         acquires,  any direct or indirect beneficial ownership and which to his
         or her actual knowledge at the time of such purchase or sale:

         (i)      is being purchased or sold on behalf of a Client; or

         (ii)     is  actively   contemplated  for  transactions  on  behalf  of
                  Clients, even though no buy or sell order has been placed.

(b)      No  Access  Person  shall  disclose  to other  persons  the  securities
         activities engaged in or contemplated for MAGIM's Clients.

(c)      No Access  Person  shall seek or accept  anything  of  material  value,
         either directly or indirectly,  from any broker,  financial institution
         or other organisation with which MAGIM transacts business.

         For  purposes  of this  provision,  the  following  items  will  not be
         considered as being of "material value".

         (i)      an occasional meal;

<PAGE>


         (ii)     an occasional ticket to a  sporting   event,  the  theatre  or
                  comparable entertainment;

         (iii)    a gift amounting in value to less than  (pound) 100 per person
                  per year.

         Gifts valued at between  (pound)25 and (pound)100  must be declared and
         entered in the Gifts Register maintained by the Compliance  Department.
         The person  receiving a gift might wish to share it amongst the members
         of  his  or  (an)other  department(s).  All  tickets  and  invitations,
         irrespective  of value,  must also be declared and entered in the above
         Register.

(d       No Access  Person  shall  be granted  permission to exercise  a bargain
         for his own account where MAGIM:-

         (i)      has dealt in that security in the previous seven days; or

         (ii)     at the time permission is  sought, intends  to  deal  in  that
                  security within the next seven days;

         on behalf of any client fund.  However see 3(a)(vi) below.

(e)      No Access  Person shall acquire any  securities in a US initial  public
         offering, in order to preclude any possibility of such person profiting
         from his or her position with MAGIM.

(f)      No Access Person shall acquire any securities in a privatisation or new
         issue unless the application is made on a public application form which
         does not show that the applicant is associated with M&G.

(g)      No Access  Person shall  profit in the  purchase and sale,  or sale and
         purchase, of the same (or equivalent)  securities (except when carrying
         out a bona  fide bed and  breakfast  transaction  or when  funding  the
         exercise of an Executive  option over shares of M&G Group P.L.C. or the
         shares of a company of which he or she is currently  or was  previously
         an employee) within 60 calendar days.

(h)      No Access  Person shall serve on the Board of Directors of any publicly
         traded company  without the permission of the Board of M&G Group P.L.C.
         or in  the  case  of the  non-executive  directors  of  M&G  Investment
         Management Limited the permission of the Chairman of that company.  Any
         such  authorisation  shall be based upon a determination that the Board
         service  would be  consistent  with  the  interests  of M&G  Investment
         Management Limited and those of its clients.


3.       EXEMPTED TRANSACTIONS

(a)      THE PROHIBITIONS IN SECTION 2 of this Code shall not apply to:

<PAGE>


         (i)      Purchases  or sales  effected  in any  account  over which the
                  access  person has no direct or indirect influence or control;

         (ii)     Purchases  or sales of  securitie  which  are not eligible for
                  purchase or sale by any Client;

         (iii)    Purchases or sales which are not voluntary;

         (iv)     Purchases  which are  part of an  automatic  dividend  or  tax
                  reclaim reinvestment plan;

         (v)      Purchases  effected  upon the exercise of rights  issued by an
                  issuer pro rata to all  holders of a class of its  securities,
                  to the extent such rights were  acquired  from such issuer and
                  sales of such rights so acquired;

         (vi)     Purchases or sales which  receive the prior joint  approval of
                  one of the Directors of MAGIM  referred to in 4 below,  and of
                  the Compliance Officer of MAGIM because:

                           (1)   the possibility of any conflict is very remote;

                           (2)   it  would  be very  unlikely to affect a highly
                                 institutional market.

4.       PRIOR APPROVAL

         All  Access  Persons  shall  receive  prior  written  approval  for all
         securities  deals  covered  by this Code from  Richard  Hughes,  Vivian
         Bazalgette,  or Sam Morse before  purchasing or selling any securities.
         In their absence  permission  should be obtained from Michael McLintock
         who should in the normal course give  permission in respect of the sale
         of M&G shares.

         Such approval will not be given where a trade in respect of the same or
         a related  security  has been  carried  out for a Client in  respect of
         which the Access Person has direct or indirect influence or control, in
         the seven calendar days preceding the request for permission to deal.

5.       REPORTING REQUIREMENTS

(a)      Each  "Access  Person"  shall  disclose to the  Secretary  of MAGIM all
         personal securities holdings upon commencement of working for MAGIM and
         thereafter on an annual basis as at 31 December each year.

(b)      Each "Access Person" shall certify annually that:

<PAGE>


         (i)      they have read and understand the Code of Ethics and recognise
                  that they are subject thereto;

         (ii)     they  have  complied  with the  requirements of  the  Code  of
                  Ethics: and

         (iii)    they  have  reported  all  personal  securities   transactions
                  required to be reported  pursuant to the  requirements  of the
                  Code of Ethics.

(c)      Each  "Access  Person"  shall  report  to the  Secretary  of MAGIM  the
         information  described  in  Section  5(d) of this Code with  respect to
         transactions  in any  security in which such  Access  Person has, or by
         reason of such transaction acquires,  any direct or indirect beneficial
         ownership in the security.

(d)      Reports  shall  be made not  later  than 10 days  after  the end of the
         calendar  quarter in which the  transaction to which the report relates
         was  effected.  A report shall be made on the form  attached  hereto as
         Exhibit A, or on any other form containing the following information:

         (i)      The date of the  transaction,  the title  and  the  number  of
                  shares,  and the  principal  amount of each security involved;

         (ii)     The  nature of the  transaction  (i.e.  purchase,  sale or any
                  other type of acquisition or disposition);

         (iii)    The price at which the transaction was effected; and

         (iv)     The name of the  broker,  dealer or bank with or through  whom
                  the transaction was effected.

(e)      The  Secretary of MAGIM shall notify each person  working for MAGIM who
         is an "Access  Person"  that he or she is  subject  to these  reporting
         requirements,  and shall  deliver a copy of this Code of Ethics to each
         such person.

(f)      Any such report may contain a  statement  that the report  shall not be
         construed as an admission by the person  making such report that he has
         any direct or indirect  beneficial  ownership  in the security to which
         the report relates.

(g)      Each "Access  Person"  shall  instruct his broker to send copy contract
         notes direct to the MAGIM Compliance  Officer.  If the broker cannot or
         will not  comply,  the  "Access  Person"  must supply a copy as soon as
         possible after receipt.

6.       REVIEW BY THE BOARD OF DIRECTORS OF MAGIM

1.       The  Secretary  of MAGIM  will  report all  violations  of this Code of
         Ethics to the Board of Directors of MAGIM in a timely fashion.

<PAGE>


2.       The  Secretary  will submit an annual  report  relating to this Code of
         Ethics to the Board of Directors. The annual report will:

         (i)      summarise existing  procedures  concerning  personal investing
                  and any changes made in the procedures during the year.

         (ii)     identify  any   violations   requiring  significant   remedial
                  action during the past year.

         (iii)    identify any recommended changes in the existing  restrictions
                  or procedures based upon MAGIM's  experience under the Code of
                  Ethics,   evolving  industry   practices  or  developments  in
                  applicable laws or regulations.


7.       SANCTIONS

         Upon  discovering a violation of this Code,  the Board of Directors may
         impose such sanctions as they deem appropriate,  including, among other
         things,  a letter of  censure  or  suspension  or  termination  of such
         person's affiliation with MAGIM.

8.       RETENTION OF RECORDS

         This Code of Ethics,  a copy of each report filed by an access  person,
         any written  report  relating  to the  interpretation  of the Code,  or
         violations  thereunder,  and  lists  of all  persons  required  to make
         reports,  shall be preserved  with the records of the Secretary for the
         period required by the rules of the SEC.

Approved  27 July 1995
Effective  1 September  1995
Amended 11  December  1995
Amended 26 June 1997
Amended 30 November 1999


<PAGE>


                       M & G INVESTMENT MANAGEMENT LIMITED
                          SECURITIES TRANSACTION REPORT


For the Calendar Quarter Ended________________ (day/mo./yr.)

To the Secretary of MAGIM

During the quarter referred to above, the following  transactions  were effected
in securities of which I had, or by reason of such transaction acquired,  direct
or indirect beneficial ownership, and which are required to be reported pursuant
to the Code of Ethics  adopted  by MAGIM in  accordance  with  rules of the U.S.
Securities and Exchange Commission.


Security ______________________________________________________________________

Date of Transaction  __________________________________________________________

No. of Shares or Principal ____________________________________________________

Sterling Amount of Transaction ________________________________________________

Nature of Transaction (Purchase, Sale, Other)__________________________________

Price _________________________________________________________________________

Broker/Dealer or Bank Through Whom Effected ___________________________________



This report (i) excludes  transactions  with respect to which I had no direct or
indirect  influence  or  control,  (ii) other  transactions  not  required to be
reported,  and  (iii)  is not an  admission  that I have  or had any  direct  or
indirect beneficial ownership in the securities listed above.

NAME (PRINT)_________________________       SIGNATURE______________________

DATE:___________________

(This form must be signed and returned even if the answer to all of the above is
"None")


<PAGE>



                        M&G INVESTMENT MANAGEMENT LIMITED
                               SEC CODE OF ETHICS
                             PRECLEARANCE PROCEDURES
                      FOR PERSONAL SECURITIES TRANSACTIONS


THESE RULES MUST BE READ IN CONJUNCTION WITH THE COMPANY'S CODE OF ETHICS

SECURITIES

These rules DO NOT APPLY to dealings in the following  securities:  unit trusts,
mutual funds,  open-ended investment companies,  UK, US or EU Government Debt or
unit trust PEPs.

PRECLEARANCE

All Access Persons must seek and receive written permission from Richard Hughes,
Vivian  Bazalgette,  or Sam Morse for all dealings in  securities on the special
form a copy of which is attached. In their absence and in the case of M&G shares
permission should be obtained from Michael McLintock.

The request for  permission  to deal form should be handed to Jackie  along with
the compliance  report which is to be obtained from Tim Murphy or in his absence
Tracey  Turner.  The  compliance  report will show all deals in the stock(s) for
which permission to deal is sought in the seven calendar days preceding the date
permission to deal is sought and two examples are attached. Jackie will pass the
form to Richard who will grant or refuse  permission.  The  original of the form
and  compliance  report will be returned to the Access Person and a copy will be
passed at once to the Compliance Department

It may take up to 24 hours for permission to be granted.

It is the  responsibility  of each Access  Person to instruct his broker to send
copy contract notes direct to Sandra Macdonald. If the broker cannot or will not
comply,  it is the  responsibility of the Access Person to supply a copy as soon
as possible after receipt

PRIVATE PLACINGS

In the case of private  placings,  Richard  Hughes and  Vivian  Bazalgette  will
decide whether or not personal dealings in the issue are allowed. Their decision
as to whether or not investment is to be allowed will be final.


<PAGE>



PRIVATISATIONS AND NEW ISSUES

Applications for  privatisations  and new issues will only be approved where the
Access Person confirms that the application will be made on a public application
form  containing  no reference to the fact that the Access  Person is in any way
affiliated with M&G.

RULE SPECIFIC TO INVESTMENT MANAGERS

         Permission  to deal will not be granted where any fund has dealt in the
stock in the  preceding 7 calendar  days,  or at the time  permission is sought,
intends to deal in that security within the next 7 days,  subject to the limited
exception which is available.

SHORT TERM DEALING

Other  than in the  case of bona  fide  bed-and-breakfast  or  Executive  Option
exercise  funding  transactions  approval  to deal  will  not be  given  for the
purchase  or sale of a security  within 60 days of the sale or  purchase  of the
same or equivalent security.

SECURITY TRANSACTION REPORTS

Blank Security  Transaction reports will sent to all Access Persons at the start
of each  calendar  quarter.  It is the  responsibility  of each Access Person to
return that Report properly completed within 10 business days of the end of that
quarter.  Failure to return the Report within this  timescale is a  disciplinary
offence.

On receipt of the  completed  Report the  Compliance  department  will check the
Report  against the copy contract notes and  permissions  which it has retained.
Any discrepancies will be investigated.

SMM
APPROVED 27 JULY 1995
EFFECTIVE 1 SEPTEMBER 1995
AMENDED 26 JUNE 1997


<PAGE>



TO:               THE COMPLIANCE OFFICER OF MAGIM

FROM:

DATE:

SUBJECT: CODE OF ETHICS
- --------------------------------------------------------------------------------

I declare that I have today read and understood the Company's Code of Ethics.  I
understand  that I am subject to the  provisions  of the Code and confirm that I
have complied with its  requirements (as amended from time to time) since it was
issued to me.

I confirm that I have reported all personal securities  transactions required to
be reported pursuant to the requirements of the Code.


 .................................           ...................................
SIGNED                                      DATED


<PAGE>



                        M&G INVESTMENT MANAGEMENT LIMITED

                               SEC CODE OF ETHICS

                         REQUEST FOR PERMISSION TO DEAL

                (NAME)___________________________________________

May I have  permission  to  carry  out  the  following  personal  dealing(s)  in
securities.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
<S>                                 <C>                                       <C>
NATURE OF TRANSACTION               SECURITY                                  NUMBER OF SHARES
(E.G.) BUY/SELL                                                               OR PRINCIPAL AMOUNT

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


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


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


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


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


- ----------------------------------- ----------------------------------------- ----------------------------
</TABLE>

I confirm  that no fund has  dealt in this  security/these  securities  in the 7
calendar days preceding  today's date. I attach a copy of the  compliance  print
out showing any dealings in this security/these securities in the last 7 days

I confirm  that as far as I am aware,  there is no  intention of dealing in this
security/these  securities for any fund in the 7 calendar days following today's
date.

Signed ___________________________

Date _____________________________

Permission is GRANTED/REFUSED

Signed __________________________

Dated __________________________


<PAGE>



                       M & G INVESTMENT MANAGEMENT LIMITED

                          STATEMENT OF SECURITIES HELD
                          ON COMMENCEMENT OF EMPLOYMENT
                                       ON


To the Secretary of MAGIM

As required by the  Company's  Code of Ethics I set out below details of all the
securities  which  are  subject  to the Code  which I held as at the date  shown
above.

- --------------------------------------------------------------------------------
Security                                               No. of Shares or
                                                       Principal Amount

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

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

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

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

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



NAME (PRINT) _________________              SIGNATURE______________________

DATE:___________________

(This form must be signed and returned even if no securities subject to the Code
were held - in that case enter "None")

<PAGE>



                                   APPENDIX 10
                                     (8.5.9)

                                 INSIDER DEALING

M&G Investment  Management Limited has a good reputation amongst those companies
in which it invests and advisers to those  companies in relation to its handling
of Inside  Information.  Generally  investment houses tend either to decline, as
far as  possible,  to be put inside or make use of such  things as stop lists in
respect of shares of  companies  where they have been put  inside.  In  contrast
MAGIM, whilst not positively welcoming inside information,  generally is willing
to  receive  it in a  sensible  and  disciplined  way.  Those in receipt of such
information are surrounded by a Chinese Wall leaving other managers free to deal
and the  company to which the  information  relates  is made aware of this.  The
purpose of this  appendix  is to give an  overview  of the  legislation  on this
subject and set out MAGIM's procedures for handling inside information.

Managers  MUST be aware the Group is  vulnerable  to  serious  criticism  if the
procedures set out in this appendix are not followed.

The U.K.  Legislation  concerning  Insider  Dealing is contained in the Criminal
Justice Act 1993 and related delegated legislation.

OFFENCES

Under the provisions of the Act it is an offence to:

O        DEAL in securities when in possession of insider information;

O        On the basis of inside information ENCOURAGE another person to deal  in
         securities  whether  or not that  other  person is aware of the  inside
         information;

O        DISCLOSE inside information to another person other than  in the proper
         performance of one's  employment.

         In each case an offence can be  committed  only by the  INDIVIDUAL  and
         than only if he holds inside information as an insider. For the dealing
         and encouraging offences,  the acquisition or disposal in question must
         occur on a regulated market or through a professional intermediary.

         INSIDE INFORMATION

         "Inside information" is information which:

o        relates  to particular securities  or a  particular  issuer or  issuers
         of securities (not securities or issuers generally);

<PAGE>

o        is specific or precise;

o        has not been made public;

o        if it were MADE PUBLIC would be likely to have a significant effect  on
         the price of any securities.

         Inside  information  is held as an insider  only if the  individual  in
         question  knows it is inside  information  and it was acquired  from an
         inside  source.  Information  is obtained  from an inside source if the
         individual in question obtained it;

o        because he is a director, shareholder  or  employee  of  an  issuer  of
         securities  (although   not  necessarily    the   issuer to  which  the
         information relates);

o        because he has access to the information by virtue of his   employment,
         office or profession (this will cover, for example, investment managers
         meeting with management);

o        directly or  indirectly  from a person who obtained it  in  one  of the
         above two ways.

         "MADE PUBLIC"

         Certain information will be treated as  made  public.  This   comprises
         information:


o        published in accordance with  the rules of a  Regulated Market in order
         to inform investors and their advisers;

o        included in a  record  required  by  any enactment to be open to public
         inspection (for example a U.K. company share register);

o        that can readily be acquired by anyone likely to deal in any securities
         to which it relates, or in securities of an issuer to which it relates;

o        that is derived from public information.

         Certain  information  MAY,  depending on the facts,  be treated as made
         public.

         Information may be treated as made public even if it:

o        can be acquired only by the exercise of diligence or expertise;

o        is communicated only to a section of the public;

o        can be acquired only by observation;

o        is communicated only for a fee (for example information on Reuters);

o        is published only outside the U.K.

<PAGE>


PRICE SENSITIVE INFORMATION

There is no definition in the legislation of what percentage movement in a share
price  would make a piece of  information  price  sensitive.  The  London  Stock
Exchange  has,  however,  published  guidance  on  the  dissemination  of  price
sensitive  information  which  gives some  assistance  in helping to decide what
might be price sensitive.

Clearly in deciding what is price sensitive it is necessary to take into account
a number of factors in addition to the  information  itself.  These  include the
price and volatility of the share and prevailing market conditions.

PRICE SENSITIVE  INFORMATION WILL HAVE A SIGNIFICANT EFFECT on a company's share
price.  The  company  itself and  investment  managers  should be able to assess
whether an event or  information  known to the company  would have a significant
effect on, for example,  future reported  earnings per share, pre tax profits or
other potential determinants of the company's share price.

The Stock Exchange's Listing Rules indicate a number of matters which have to be
announced to the market because they may be price sensitive. These include:

o Dividend announcements;

o Board appointments or departures;

o Profit warnings;

o Acquisitions and disposals above a certain size;

o Annual and Interim results;

o Preliminary Results;

o Any information  necessary to enable  shareholders  and the public to appraise
  the position of the company and avoid the creation of a false market;

o Any major new  developments  in a company's  sphere of activity  which are not
  public knowledge.

In many cases no single piece of information will be price sensitive,  rather an
accumulation of items of information may be price sensitive.


SECURITIES

The  range  of  securities  covered  by the new  legislation  is  extensive  and
includes:

o Shares;

o Debt securities (including both Corporate and Government debt);

<PAGE>

o Depository receipts;

o Related derivatives.

Securities are caught by the  legislation  only if they satisfy  conditions laid
down by Treasury order.  The securities that are caught are those that are dealt
in on, or under the rules of, or have their quoted on, a REGULATED MARKET.

REGULATED MARKET

Regulated  Markets for the purposes of this legislation re set out as at the end
of this appendix but INCLUDE THE LONDON STOCK EXCHANGE  (which  includes  listed
securities,  securities  dealt in on the USM OR SEAQ)  LIFFE,  NASDAQ,  ANY E.C.
STOCK EXCHANGE,  AND ANY STOCK EXCHANGE SITUATED IN AUSTRIA,  FINLAND,  ICELAND,
NORWAY,  SWEDEN  AND  LIECHTENSTEIN.  This  list  may be  amended  by  statutory
instrument.

DEALING

The offence of DEALING is  committed if a person has  information  as an insider
and  deals in  securities  the  price of which  is  likely  to be  significantly
affected by the inside information being made public. The dealing must either be
on a Regulated Market or by, through or with a professional intermediary.

ENCOURAGING

ENCOURAGING  any person to deal in securities the price of which is likely to be
significantly  affected  by the  inside  information  being  made  public  is an
offence.  To be guilty of this offence the insider must know or have  reasonable
cause to believe that the dealing  will take place on a regulated  market or by,
with or through a professional intermediary.

DISCLOSURE

The third offence is for an insider to DISCLOSE inside information other than in
the proper performance of the functions of his employment, office or profession.
There is no requirement  to prove that the insider knew or had reasonable  cause
to believe that the recipient of the information would deal.

DEFENCES

General

There are a number of general defences included in the 1993 Act.

It is a defence to all three offences for the insider to show that he did not at
the time  expect  the deal to  result  in a profit  or the  avoidance  of a loss
attributable to the insider information;

It is a defence to the dealing and encouraging  offences for the insider to show
that

<PAGE>

(i)  he believed on  reasonable  grounds  that the  information  had been widely
     enough disclosed for none of the parties to the dealing to be prejudiced by
     not having  the  information.  (This  covers  the  situation  where all the
     parties to deal know the information);

(ii) he would have done what he did even if he did not have the information;

o    It is a defence in respect of  DISCLOSURE  to show that the insider did not
     at the time expect anyone to deal as a result of his disclosure.

SPECIFIC

There  are  also  three  specific  defences  which  apply  only  to  dealing  or
encouraging another to deal:

o    The  first  two  relate  to Market  Makers  and  stabilisation  and are not
     relevant to investment managers;

o    The third  relates to "Market  Information".  Where a person's  only inside
     information is market information, no offence will be committed if he deals
     or  encourages  another to deal  provided he acts  reasonably  in doing so.
     Where he has only Market  Information  and acts in  connection  with and to
     facilitate  a  particular   acquisition  or  disposal,  the  reasonableness
     requirement  does not apply in the information he has arose directly out of
     his  involvement in the  transaction in question.  Market  Information  is,
     broadly,  information  about the  acquisition  or  disposal  of  securities
     (whether  actual or proposed) and includes the fact that an  acquisition or
     disposal is not to take place.  This  defence may be helpful as it will for
     example  cover  the  situation  where  arrangements  are  being  made for a
     substantial shareholder to dispose of his shareholding. That said, however,
     it is not clear how far these defences extend. In particular with regard to
     the first defence it is uncertain what would be regarded  "reasonable".  As
     regards the second  defence it is not clear what is meant by "to facilitate
     a particular acquisition" or "arising directly out of his involvement".

PRACTICAL IMPLICATIONS

There is no longer any requirement for a "connection" between an insider and the
company to which his information relates.

o    An individual can become a "tippee"  through  access to the  information by
     virtue of his employment,  office or profession (e.g.  investment managers)
     of if he gets the information from someone else in that position.

o    The  legislation  catches all  off-market  deals  involving a  professional
     intermediary, unless one of the defences applies.

o    The definition of securities is very wide.

<PAGE>


o    A person who has inside information about one company will be an insider in
     relation to any other  company whose  securities or business  prospects are
     affected by the information.

o    "Regulated  Market"  includes not only the London Stock Exchange and NASDAQ
     but also all stock exchanges in E.C. Member States.

SOME PRACTICAL EXAMPLES

UNDERWRITING

The act of agreeing to UNDERWRITE is a dealing.

o    Where the underwriting  relates to a new issue of U.K.  equities,  however,
     the  underwriting  will not be caught  because the shares at that stage are
     not quoted on a Regulated Market etc.

o    Underwriting of existing listed securities  (SECONDARY OFFERS) will however
     be caught. It is understood that the Treasury will not regard an offence as
     committed provided there is equality of information  between the parties on
     the underwriting agreement.

SECONDARY MARKETS

Sales of substantial stakes placing of the "rump" of a rights issue
etc. will all depend on the defence of Market Information", which
should normally apply.

SOME PRACTICAL ADVICE

o    If you are in doubt as to  whether  or not you are an  insider  then DO NOT
     DEAL in the  securities  of the  company (or  possibly  the  securities  of
     companies in a sector).

o    If you are,  or think you may be, an insider  you must tell the  Compliance
     Officer who will make a confidential record of the details.  You should NOT
     discuss the matter with anyone else other than in the limited circumstances
     set out below.

o    If you feel you must discuss inside information with a colleague as well as
     the  Compliance  Officer you must make it clear in advance that you propose
     to put your colleague  inside and that he cannot deal,  encourage others to
     deal or disclose that  information to anyone - only if you are sure that he
     will not can you then discuss the  information  with him. You must tell the
     Compliance Officer who you have told and he will make a record. The classic
     example  where  another  manager  may be told is where a company  requiring
     rescue  financing visits a manager who will not be in the office on the day
     the issue is announced.  That manager should inform those  responsible  for
     underwritings  (Neil  Pegrum or Patrick  Harrington)  that a rescue  rights
     issue is expected on a certain day through a certain  broker and leave in a
     safe  place  clear  instructions  as to the  name  of the  company  and the
     underwriting allocation which should be accepted.

<PAGE>


o    Managers  should  as  far  as  possible  avoid  becoming   insiders  during
     normal/routine company visits or meeting.

o    If a company  (or its  adviser)  indicates  that it  intends to make you an
     insider for a particular reason, for example, a refinancing, then it is our
     normal  policy to agree.  You must tell the company and its advisers at the
     meeting what  MAGIM's  policy is on the  treatment  of insider  information
     (i.e.) that the managers that they have seen are ring fenced  although they
     will tell the Compliance  Officer and (depending on circumstances) the lead
     manager for the stock.

o    Generally,  it is policy to avoid  being made an insider  for long  periods
     (e.g.) six months.  If a company indicates that it wishes to put you inside
     you should ask for how long.  If the period seems  unreasonable  you should
     refuse to be put inside until nearer the time.

o    As far as possible at least 2 managers should see a company  (certainly for
     Minster  Court  visits)  and in all cases a note of the  meeting  should be
     written.  If you have been made inside the note must be kept  secure  until
     the event occurs and can then be placed on the company file.

o    If at the end of a  meeting  you are  unsure as to  whether  or not you are
     inside then you should ask.

o    Any discussions  relating to inside  information  must take place in a room
     where they cannot be overheard.

o    Remember the law does not relate just to U.K. equities or deals in the U.K.
     It relates to a wide range of  securities  listed or dealt on most European
     markets and NASDAQ and to  dealings  in such shares  carried out in or from
     the U.K.

o    A pass-word protected Insider Dealing Register is maintained by compliance.
     This  contains  details of all of the  companies on whom  certain  managers
     are/have been  "inside".  As soon as you have been made an insider you must
     report that fact to compliance.  You must tell  compliance the names of the
     employees  who are  "inside",  name of the  company,  nature of the  inside
     information and the date on which you were put "inside . If another Manager
     is later put  "inside",  you must  declare  his name as soon as possible as
     well.

o    About once a fortnight  Trelawny  Williams and the compliance  officer will
     review the register and enter the date the Manager(s) ceased to be "inside"
     where this is  appropriate.  Once a person  ceases to be "inside"  they may
     deal again in the share in question.

<PAGE>


         REGULATED MARKETS

         Any market which is established under the rules of one of the following
         investment exchanges:-

         Amsterdam Stock Exchange                   LIFFE Administration and
                                                    Management

         Antwerp Stock Exchange                     Lyon Stock Exchange

         Athens Stock Exchange                      Madrid Stock Exchange

         Barcelona Stock Exchange                   Marseille Stock Exchange

         Bavarian Stock Exchange                    Milan Stock Exchange

         Berlin Stock Exchange                      Nancy Stock Exchange

         Bilbao Stock Exchange                      Nantes Stock Exchange

         Bordeaux Stock Exchange                    Naples Stock Exchange

         Bremen Stock Exchange                      The exchange known as
                                                    NASDAQ

         Brussels Stock Exchange                    OMLX, The London Securities
                                                    and Derivatives Exchange
                                                    Limited

         Copenhagen Stock Exchange
                                                    Oporto Stock Exchange
         Dusseldorf  Stock Exchange
                                                    Oslo Stock Exchange

         Florence Stock Exchange                    Palermo Stock Exchange

         Frankfurt Stock Exchange                   Paris Stock Exchange

         Genoa Stock Exchange                       Rome Stock Exchange

         Ghent Stock Exchange
                                                    Securities Exchange of
                                                    Iceland

         Hamburg Stock Exchange
                                                    Stockholm Stock Exchange
         Hanover Stock Exchange
                                                    Stuttgart Stock Exchange

         Helsinki Stock Exchange                    Trieste Stock Exchange

         The International Stock Exchange of        Turin Stock Exchange
         the United Kingdom and the Republic
         of Ireland                                 Valencia Stock Exchange

         Liege Stock Exchange                       Venice Stock Exchange

         Lille Stock Exchange                       Vienna Stock Exchange

         Lisbon Stock Exchange

<PAGE>

                            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>




WELLINGTON MANAGEMENT COMPANY, LLP
WELLINGTON TRUST COMPANY, NA
WELLINGTON MANAGEMENT INTERNATIONAL
WELLINGTON INTERNATIONAL MANAGEMENT COMPANY PTE LTD.

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

Wellington  Management Company,  llp and its affiliates have a fiduciary duty to
investment  company  and  investment  counseling  clients  which  requires  each
employee to act solely for the benefit of clients.  Also,  each  employee  has a
duty to act in the best  interest of the firm.  In addition to the various  laws
and regulations covering the firm's activities, it is clearly in the firm's best
interest as a professional  investment advisory  organization to avoid potential
conflicts of interest or even the  appearance of such  conflicts with respect to
the conduct of the firm's employees.  Wellington  Management's  personal trading
and conduct must recognize  that the firm's clients always come first,  that the
firm must  avoid any actual or  potential  abuse of our  positions  of trust and
responsibility, and that the firm must never take inappropriate advantage of its
positions.  While it is not possible to  anticipate  all  instances of potential
conflict, the standard is clear.

In light of the firm's professional and legal responsibilities, we believe it is
appropriate to restate and periodically  distribute the firm's Code of Ethics to
all employees.  It is Wellington  Management's aim to be as flexible as possible
in its internal procedures, while simultaneously protecting the organization and
its clients  from the damage that could arise from a situation  involving a real
or  apparent  conflict of  interest.  While it is not  possible to  specifically
define and prescribe rules regarding all possible cases in which conflicts might
arise,  this Code of  Ethics is  designed  to set  forth  the  policy  regarding
employee  conduct in those  situations  in which  conflicts  are most  likely to
develop. If an employee has any doubt as to the propriety of any activity, he or
she should consult the President or Regulatory Affairs Department.

The Code  reflects  the  requirements  of United  States law,  Rule 17j-1 of the
Investment  Company Act of 1940,  as amended on October 29, 1999, as well as the
recommendations  issued by an industry study group in 1994,  which were strongly
supported by the SEC. The term "Employee" includes all employees and Partners.

- --------------------------------------------------------------------------------
Policy  on  Personal
Securities
Transactions

Essentially,  this policy  requires  that all personal  securities  transactions
(including  acquisitions or dispositions  other than through a purchase or sale)
by all Employees must be cleared prior to execution. The only exceptions to this
policy of prior clearance are noted below.

- --------------------------------------------------------------------------------
Definition of
"Personal  Securities
Transactions"

The  following   transactions  by  Employees  are  considered  "personal"  under
applicable SEC rules and therefore subject to this statement of policy:

1.   Transactions for an Employee's own account, including IRA's.

2.   Transactions  for an account in which an Employee has  indirect  beneficial
     ownership,  unless the  Employee  has no direct or  indirect  influence  or
     control over the account.  Accounts  involving family  (including  husband,
     wife, minor children or other dependent relatives), or accounts in which an
     Employee has a beneficial  interest  (such as a trust of which the Employee
     is an income or principal  beneficiary)  are included within the meaning of
     "indirect beneficial interest".

If an  Employee  has a  substantial  measure of  influence  or  control  over an
account,  but neither the Employee nor the  Employee's  family has any direct or
indirect  beneficial interest (e.g., a trust for which the Employee is a trustee
but not a direct or  indirect  beneficiary),  the  rules  relating  to  personal
securities transactions are not considered to be directly applicable. Therefore,
prior clearance and subsequent  reporting of such transactions are not required.
In all  transactions  involving  such an account an  Employee  should,  however,
conform to the spirit of these rules and avoid any  activity  which might appear
to conflict with the investment company or counseling clients or with respect to
the Employee's  position within Wellington  Management.  In this regard,  please
note "Other  Conflicts of Interest",  found later in this Code of Ethics,  which
does apply to such situations.
- --------------------------------------------------------------------------------
<PAGE>

Preclearance
Required

EXCEPT AS  SPECIFICALLY  EXEMPTED  IN THIS  SECTION,  ALL  EMPLOYEES  MUST CLEAR
PERSONAL SECURITIES TRANSACTIONS PRIOR TO EXECUTION. This includes bonds, stocks
(including closed end funds), convertibles,  preferreds,  options on securities,
warrants,  rights,  etc. for domestic and foreign  securities,  whether publicly
traded  or  privately  placed.  The  only  exceptions  to this  requirement  are
automatic   dividend   reinvestment   and  stock  purchase  plan   acquisitions,
broad-based stock index and U.S.  government  securities  futures and options on
such futures, transactions in open-end mutual funds, U.S. Government securities,
commercial paper, or non-volitional  transactions.  Non-volitional  transactions
include  gifts to an  Employee  over  which the  Employee  has no control of the
timing or  transactions  which result from  corporate  action  applicable to all
similar  security  holders  (such  as  splits,  tender  offers,  mergers,  stock
dividends,  etc.). Please note, however, that most of these transactions must be
reported  even  though  they do not  have to be  precleared.  See the  following
section on reporting obligations.

Clearance for transactions must be obtained by contacting the Director of Global
Equity Trading or those personnel  designated by him for this purpose.  Requests
for clearance and approval for  transactions  may be communicated  orally or via
email.  The Trading  Department will maintain a log of all requests for approval
as coded confidential  records of the firm.  Private placements  (including both
securities and  partnership  interests) are subject to special  clearance by the
Director of Regulatory  Affairs,  Director of Enterprise  Risk Management or the
General Counsel, and the clearance will remain in effect for a reasonable period
thereafter, not to exceed 90 days.

CLEARANCE FOR PERSONAL  SECURITIES  TRANSACTIONS FOR PUBLICLY TRADED  SECURITIES
WILL BE IN EFFECT FOR ONE TRADING  DAY ONLY.  THIS "ONE  TRADING  DAY" POLICY IS
INTERPRETED AS FOLLOWS:

O    IF  CLEARANCE IS GRANTED AT A TIME WHEN THE  PRINCIPAL  MARKET IN WHICH THE
     SECURITY  TRADES IS OPEN,  CLEARANCE IS EFFECTIVE FOR THE REMAINDER OF THAT
     TRADING DAY UNTIL THE OPENING OF THAT MARKET ON THE FOLLOWING DAY.

O    IF  CLEARANCE IS GRANTED AT A TIME WHEN THE  PRINCIPAL  MARKET IN WHICH THE
     SECURITY TRADES IS CLOSED,  CLEARANCE IS EFFECTIVE FOR THE NEXT TRADING DAY
     UNTIL THE OPENING OF THAT MARKET ON THE FOLLOWING DAY.

- --------------------------------------------------------------------------------
Filing of Reports

Records of personal securities transactions by Employees will be maintained. All
Employees are subject to the following reporting requirements:


1
Duplicate  Brokerage
Confirmations

All  Employees  must  require  their   securities   brokers  to  send  duplicate
confirmations  of  their  securities  transactions  to  the  Regulatory  Affairs
Department.  Brokerage  firms are accustomed to providing  this service.  Please
contact Regulatory Affairs to obtain a form letter to request this service. Each
employee must return to the Regulatory  Affairs  Department a completed form for
each brokerage account that is used for PERSONAL SECURITIES  TRANSACTIONS OF THE
EMPLOYEE.  EMPLOYEES  SHOULD  NOT send  the  completed  forms  to their  brokers
directly.  The form must be  completed  and returned to the  Regulatory  Affairs
Department  prior  to  any  transactions  being  placed  with  the  broker.  The
Regulatory  Affairs  Department  will  process  the  request  in order to assure
delivery  of the  confirms  directly  to the  Department  and  to  preserve  the
confidentiality of this information. When possible, the transaction confirmation
filing  requirement  will be satisfied  by  electronic  filings from  securities
depositories.


2
Filing of Quarterly
Report of all
"Personal Securities
Transactions"


SEC  rules  require  that  a  quarterly   record  of  all  personal   securities
transactions  submitted by each person  subject to the Code's  requirements  and
that this record be available for inspection.  To comply with these rules, every
Employee must file a quarterly personal securities  transaction report within 10
calendar  days  after  the end of  each  calendar  quarter.  Reports  are  filed
electronically  utilizing the firm's proprietary Personal Securities Transaction
Reporting  System  (PSTRS)  accessible  to  all  Employees  via  the  Wellington
Management Intranet.

At the end of each calendar  quarter,  Employees  will be notified of the filing
requirement.  Employees are  responsible  for  submitting  the quarterly  report
within the deadline established in the notice.

Transactions  during  the  quarter  indicated  on  brokerage   confirmations  or
electronic filings are displayed on the Employee's  reporting screen and must be
affirmed if they are accurate. Holdings not acquired through a broker submitting
confirmations  must be entered manually.  All Employees are required to submit a
quarterly  report,  even if there  were no  reportable  transactions  during the
quarter.

Employees must also provide information on any new brokerage account established
during the quarter including the name of the broker, dealer or bank and the date
the account was established.

IMPORTANT NOTE: The quarterly  report must include the required  information for
all "personal securities  transactions" as defined above, except transactions in
open-end mutual funds, money market securities,  U.S. Government securities, and
futures and  options on futures on U.S.  government  securities.  Non-volitional
transactions  and those  resulting from corporate  actions must also be reported
even though  preclearance is not required and the nature of the transaction must
be clearly specified in the report.


3
Certification of Compliance

As part of the quarterly  reporting process on PSTRS,  Employees are required to
confirm their compliance with the provisions of this Code of Ethics.


4
Filing of Personal

Annually,   all  Employees  must  file  a  schedule  indicating  their  personal
securities  holdings as of December 31 of each year by the following January 30.
SEC Rules  require  that this  report  include  the title,  number of shares and
principal amount of each security held in an Employee's  personal  account,  and
the name of any  broker,  dealer  or bank with whom the  Employee  maintains  an
account.  "Securities"  for  purposes  of this  report  are those  which must be
reported as indicated in the prior paragraph. Newly hired Employees are required
to file a holding report within ten (10) days of joining the firm. Employees may
indicate  securities  held  in a  brokerage  account  by  attaching  an  account
statement,  but  are not  required  to do so,  since  these  statements  contain
additional information not required by the holding report.


5
Review of Reports

All reports  filed in accordance  with this section will be maintained  and kept
confidential by the Regulatory Affairs  Department.  Reports will be reviewed by
the  Director of  Regulatory  Affairs or  personnel  designated  by her for this
purpose.
- --------------------------------------------------------------------------------

Restrictions on
"Personal  Securities
Transactions"

While all personal  securities  transactions must be cleared prior to execution,
the  following  guidelines  indicate  which  transactions  will  be  prohibited,
discouraged, or subject to nearly automatic clearance. The clearance of personal
securities transactions may also depend upon other circumstances,  including the
timing of the proposed  transaction  relative to  transactions by our investment
counseling or investment  company clients;  the nature of the securities and the
parties involved in the transaction;  and the percentage of securities  involved
in the transaction  relative to ownership by clients.  The word "clients" refers
collectively to investment company clients and counseling clients. Employees are
expected  to be  particularly  sensitive  to  meeting  the spirit as well as the
letter of these restrictions.

Please note that these  restrictions apply in the case of debt securities to the
specific  issue and in the case of common  stock,  not only to the common stock,
but to any equity-related security of the same issuer including preferred stock,
options,  warrants, and convertible bonds. Also, a gift or transfer from you (an
Employee)  to a third party shall be subject to these  restrictions,  unless the
donee  or  transferee  represents  that he or she has no  present  intention  of
selling the donated security.


1
No Employee may engage in personal  transactions  involving any securities which
are:


o    being bought or sold on behalf of clients  until one trading day after such
     buying or selling is  completed  or  canceled.  In  addition,  no Portfolio
     Manager may engage in a personal  transaction  involving any security for 7
     days prior to, and 7 days following, a transaction in the same security for
     a client  account  managed  by that  Portfolio  Manager  without  a special
     exemption. See "Exemptive Procedures" below. Portfolio Managers include all
     designated  portfolio managers and others who have direct authority to make
     investment  decisions to buy or sell  securities,  such as investment  team
     members and analysts involved in Research Equity portfolios.  All Employees
     who are considered Portfolio Managers will be so notified by the Regulatory
     Affairs Department.

o    the  subject  of a new or  changed  action  recommendation  from a research
     analyst   until  10  business   days   following   the   issuance  of  such
     recommendation;

o    the subject of a reiterated  but unchanged  recommendation  from a research
     analyst until 2 business days following reissuance of the recommendation

o    actively contemplated for transactions on behalf of clients, even though no
     buy or sell orders have been  placed.  This  restriction  applies  from the
     moment that an Employee has been informed in any fashion that any Portfolio
     Manager  intends  to  purchase  or  sell a  specific  security.  This  is a
     particularly  sensitive  area and one in which each  Employee must exercise
     caution to avoid actions which, to his or her knowledge, are in conflict or
     in competition with the interests of clients.


2
The Code of Ethics  strongly  discourages  short term trading by  Employees.  In
addition,  no  Employee  may take a "short term  trading"  profit in a security,
which means the sale of a security at a gain (or closing of a short  position at
a gain)  within  60 days of its  purchase,  without  a  special  exemption.  See
"Exemptive  Procedures".  The 60 day prohibition  does not apply to transactions
resulting  in a loss,  nor to futures  or  options  on  futures  on  broad-based
securities indexes or U.S. government securities.

3
No  Employee   engaged  in  equity  or  bond  trading  may  engage  in  personal
transactions  involving  any equity  securities  of any  company  whose  primary
business is that of a broker/dealer.

4
Subject to  preclearance,  Employees  may engage in short  sales,  options,  and
margin   transactions,   but  such   transactions   are  strongly   discouraged,
particularly  due to  the  60 day  short  term  profit-taking  prohibition.  Any
Employee engaging in such transactions should also recognize the danger of being
"frozen" or subject to a forced  close out  because of the general  restrictions
which  apply to  personal  transactions  as noted  above.  In  specific  case of
hardship an exception  may be granted by the Director of  Regulatory  Affairs or
her designee upon approval of the Ethics  Committee with respect to an otherwise
"frozen" transaction.

5
No Employee may engage in personal  transactions  involving  the purchase of any
security on an initial  public  offering.  This  restriction  also  includes new
issues resulting from spin-offs,  municipal  securities and thrift  conversions,
although in limited cases the purchase of such  securities in an offering may be
approved by the Director of Regulatory  Affairs or her designee upon determining
that  approval  would not  violate  any  policy  reflected  in this  Code.  This
restriction does not apply to open-end mutual funds, U. S. government  issues or
money market investments.

6
EMPLOYEES MAY NOT PURCHASE  SECURITIES IN PRIVATE  PLACEMENTS UNLESS APPROVAL OF
THE DIRECTOR OF REGULATORY  AFFAIRS,  DIRECTOR OF ENTERPRISE  RISK MANAGEMENT OR
THE  GENERAL  COUNSEL  HAS BEEN  OBTAINED.  This  approval  will be based upon a
determination that the investment  opportunity need not be reserved for clients,
that the Employee is not being offered the investment  opportunity due to his or
her  employment  with  Wellington  Management  and other  relevant  factors on a
case-by-case  basis.  If the Employee has  portfolio  management  or  securities
analysis  responsibilities  and  is  granted  approval  to  purchase  a  private
placement,  he or she must disclose the privately  placed holding later if asked
to evaluate the issuer of the security.  An independent review of the Employee's
analytical  work or decision to purchase the security for a client  account will
then be performed by another  investment  professional with no personal interest
in the transaction.


Gifts and Other
Sensitive Payments

Employees  should  not  seek,  accept  or offer any gifts or favors of more than
minimal  value or any  preferential  treatment  in  dealings  with  any  client,
broker/dealer,   portfolio   company,   financial   institution   or  any  other
organization WITH WHOM THE FIRM TRANSACTS business.  Occasional participation in
lunches,  dinners,  cocktail parties,  sporting activities or similar gatherings
conducted  for  business  purposes  are not  prohibited.  However,  for both the
Employee's  protection and that of the firm it is extremely  important that even
the appearance of a possible conflict of interest be avoided. Extreme caution is
to be exercised in any instance in which  business  related  travel and lodgings
are paid for other than by  Wellington  Management,  and prior  approval must be
obtained from the Regulatory Affairs Department.

Any question as to the propriety of such situations should be discussed with the
Regulatory  Affairs  Department  and  any  incident  in  which  an  Employee  is
encouraged  to violate  these  provisions  should be  reported  immediately.  An
explanation  of  all  extraordinary  travel,   lodging  and  related  meals  and
entertainment  is to be  reported  in a  brief  memorandum  to the  Director  of
Regulatory Affairs.

Employees  must  not  participate  individually  or on  behalf  of the  firm,  a
subsidiary,  or any client,  directly  or  indirectly,  in any of the  following
transactions:

1
Use of the firm's funds for political purposes.

2
Payment  or receipt  of  bribes,  kickbacks,  or payment or receipt of any other
amount with an understanding that part or all of such amount will be refunded or
delivered  to  a  third  party  in  violation  of  any  law  applicable  to  the
transaction.

3
Payments to government  officials or employees (other than  disbursements in the
ordinary course of business for such legal purposes as payment of taxes).

4
Payment of  compensation  or fees in a manner the  purpose of which is to assist
the  recipient to evade taxes,  federal or state law, or other valid  charges or
restrictions applicable to such payment.

5
Use of the funds or assets of the firm or any  subsidiary for any other unlawful
or improper purpose.

- --------------------------------------------------------------------------------
Other Conflicts of
Interest
Employees  should  also be aware  that  areas  other  than  personal  securities
transactions or gifts and sensitive  payments may involve conflicts of interest.
The  following  should be regarded as examples of situations  involving  real or
potential conflicts rather than a complete list of situations to avoid.


"Inside Information"
Specific  reference  is  made  to  the  firm's  policy  on the  use  of  "inside
information"  which applies to personal  securities  transactions  as well as to
client transactions.


Use of Information
Information  acquired in connection with employment by the  organization may not
be used in any way  which  might  be  contrary  to or in  competition  with  the
interests  of  clients.   Employees  are  reminded  that  certain  clients  have
specifically required their relationship with us to be treated confidentially.


Disclosure of
Information
Information  regarding  actual or contemplated  investment  decisions,  research
priorities or client  interests  should not be disclosed to persons  outside our
organization and in no way can be used for personal gain.


Outside
Activities
All outside  relationships  such as directorships or trusteeships of any kind or
membership  in  investment  organizations  (e.g.,  an  investment  club) must be
cleared by the Director of Regulatory  Affairs prior to the acceptance of such a
position. As a general matter, directorships in unaffiliated public companies or
companies  which may reasonably be expected to become public  companies will not
be  authorized  because  of the  potential  for  conflicts  which may impede our
freedom  to act in the  best  interests  of  clients.  Service  with  charitable
organizations generally will be authorized, subject to considerations related to
time required during working hours and use of proprietary information.


Exemptive Procedure
The Director of Regulatory Affairs,  the Director of Enterprise Risk Management,
the  General  Counsel  or the Ethics  Committee  can grant  exemptions  from the
personal trading restrictions in this Code upon determining that the transaction
for which an exemption  is requested  would not result in a conflict of interest
or violate any other policy embodied in this Code.  Factors to be considered may
include: the size and holding period of the Employee's position in the security,
the market  capitalization  of the issuer,  the liquidity of the  security,  the
reason for the Employee's requested transaction, the amount and timing of client
trading in the same or a related security, and other relevant factors.

Any  Employee  wishing  an  exemption  should  submit a written  request  to the
Director of Regulatory Affairs setting forth the pertinent facts and reasons why
the  employee  believes  that the  exemption  should be granted.  Employees  are
cautioned  that  exemptions  are  intended  to  be  exceptions,  and  repetitive
exemptive applications by an Employee will not be well received.

Records of the approval of  exemptions  and the reasons for granting  exemptions
will be maintained by the Regulatory Affairs Department.


- --------------------------------------------------------------------------------
Compliance with
The Code of Ethics

Adherence to the Code of Ethics is  considered a basic  condition of  employment
with our organization.  The Ethics Committee  monitors  compliance with the Code
and reviews  violations  of the Code to determine  what action or sanctions  are
appropriate.

Violations of the provisions  regarding  personal trading will  presumptively be
subject  to  being  reversed  in  the  case  of a  violative  purchase,  and  to
disgorgement of any profit realized from the position (net of transaction  costs
and capital gains taxes payable with respect to the  transaction)  by payment of
the profit to any client  disadvantaged by the  transaction,  or to a charitable
organization,  as  determined  by the  Ethics  Committee,  unless  the  Employee
establishes  to  the  satisfaction  of  the  Ethics  Committee  that  under  the
particular  circumstances  disgorgement would be an unreasonable  remedy for the
violation.

Violations of the Code of Ethics may also adversely affect an Employee's  career
with  Wellington  Management  with respect to such matters as  compensation  and
advancement.

Employees  must  recognize  that a  serious  violation  of the Code of Ethics or
related policies may result, at a minimum,  in immediate  dismissal.  Since many
provisions of the Code of Ethics also reflect provisions of the U.S.  securities
laws,  Employees  should be aware that violations  could also lead to regulatory
enforcement  action  resulting in  suspension or expulsion  from the  securities
business, fines and penalties, and imprisonment.

Again, Wellington Management would like to emphasize the importance of obtaining
prior clearance of all personal  securities  transactions,  avoiding  prohibited
transactions, filing all required reports promptly and avoiding other situations
which might involve even an apparent conflict of interest.  Questions  regarding
interpretation of this policy or questions related to specific situations should
be directed to the Regulatory Affairs Department or Ethics Committee.

Revised: March 1, 2000



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